We provide counseling and advice to public, private and mutual financial institutions and their boards of directors and managements on a wide range of corporate governance and executive compensation and benefits matters. We draft, negotiate and revise executive employment agreements, supplemental executive retirement plans and executive incentive compensation and benefits plans. We draft and revise bank and holding company articles of organization and bylaws, audit, compensation and other board committee charters, and insider trading, affiliate transactions, capital and dividends, affiliate tax sharing and other corporate policies. We advise bank and bank holding company boards of directors, audit and compensation committees and outside directors regarding corporate governance "best practices," trends and requirements under applicable state laws, the Sarbanes Oxley Act of 2002, the Dodd Frank Act and related policies and regulations. We also assist financial institution clients in structuring reasonable defensive measures against potential hostile takeovers. We advise client institutions and their boards of directors regarding directors' and officers' fiduciary duties, indemnification, liability and insurance.

Our governance and executive compensation work includes:

• Advice and counsel on fiduciary duties and responsibilities of directors and officers, codes of conduct, board policies and programs, "best practices" for boards and board committees.
• Advice and counsel on conflicts of interest, affiliate and insider transactions involving board and/or management.
• Design, advice and counsel on executive and board compensation programs and arrangements.