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1. An Introduction to: The Gupta Group Discussion of Concentrated Stock Strategies Direct Toll Free Team Line: 1-866-621-2202

2. We Focus on a Select Group of Clients • The challenges you face are common to individuals and families who have substantial wealth and complex financial lives. By focusing on clients with substantial wealth, we continually see similar situations with respect to: • Financial and investment strategies • Education plans • Retirement services • Philanthropic gifting • Business finance services • Managing job transition • Credit and lending • Concentrated stock positions • Estate planning • Wealth transfer and preservation • Company stock options • Alternative investments

3. The Gupta Group • We work as a team to help meet your investment goals. • Ajay K. Gupta – Vice-President, Wealth Management Advisor, CIMA, CFM • Ajay is a Wealth Management Advisor with extensive experience in working with affluent families and institutional clients. He started his wealth management career 15 years ago. He spent 5 years with Merrill Lynch Canada structuring complex and customized investment strategies for Merrill Lynch Canada’s wealthiest clients. Merrill Lynch brought him to San Diego to continue his work with ultra affluent families and manage the training program for new Financial Advisors within the San Diego Complex. Ajay is a graduate of Champlain College and Concordia University where he earned his degree in Economics and Finance. He successfully completed the Certified Investment Management Analyst (CIMA) designation after attending the Advanced Training Program at the University of Pennsylvania’s Wharton School of Business. Ajay has also completed the Private Equity and Venture Capital (PEVC) program at the Harvard Business School. Ajay currently resides in Carmel Valley with his wife Silvia and son Connor. • Robert P. Fry, Jr. – Financial Advisor • Robert P. Fry, Jr., is a Financial Advisor and a consultant to Merrill Lynch Trust Company where he also serves on the Board of Directors. Before returning to consulting for nonprofit organizations and their major supporters, Bob served as Director of Investments for Merrill Lynch Trust Company, overseeing 10 billion dollars in trust assets nationally. Bob has more than 25 years of investment management, non-profit consulting and wealth transfer planning experience, including 10 years in private practice as a securities and business law attorney. Bob is a frequent lecturer and the author of Nonprofit Investment Policies: Practical Steps for Growing Charitable Funds (John Wiley & Sons, New York, 1998) and of Minding the Money (BoardSource, Washington DC, 2004). Bob and his wife, Susan, live in Irvine, California, and are the parents of three college students, Jennifer, Katie and Jonathan.

4. The Gupta Group • Jeffrey S. McCulloch – Financial Advisor, CFM • Jeff, a native San Diegan, worked extensively with the La Jolla Complex management team overseeing four offices and was instrumental in streamlining management strategies. Jeff came to Merrill Lynch after serving as a Pension Consultant for Transamerica Insurance and Investment Group. Jeff has considerable experience in customized 401(k), profit sharing and defined benefit plan design. He graduated from Northwestern University with a double major in Economics and Statistics. Jeff currently resides in San Diego with his wife Audra and their three sons. • Kevin P. Bray – Financial Advisor • Kevin joined The Gupta Group in August 2005 after earning both his J.D. and M.B.A. in three years at Villanova University. He completed his undergraduate studies at Wake Forest University where he received a B.S. in Business with a Minor in International Studies. Kevin is currently a Level II Candidate for the Chartered Financial Analyst (CFA) examination. • Shelby Alan Brown – Financial Advisor, CRPC • Shelby Alan Brown is a fourth generation San Diegan who began his career at Peninsula Bank in Point Loma working in the VIP Loan department. Shelby then attended the University of San Diego Law School where he was a member of Law Review and completed both a J.D. and an LL.M. in Taxation in three years. He went to work at a boutique tax firm specializing in Private Placements and sophisticated tax transactions. He is currently a member of the California Bar, the San Diego County Bar, the American Bar Association, the Tax Divisions of both the California and San Diego County Bars and the Liaison Committee connecting Financial Advisors and Attorneys. He is proud to serve on the Legal Committee of the San Diego Regional Chamber of Commerce. Recently, he achieved the designation of Chartered Retirement Planning Counselor (CRPC).

5. The Gupta Group • Joseph A. Forlenza – Financial Advisor, CRPC, CFP • Joe has more than 20 years of experience providing financial and wealth management advice and services. Prior to joining Merrill Lynch in 2000, Joe was part of a private practice as a Certified Public Accountant (CPA). Joe is a graduate of the University of San Diego and a member of the California Society of CPA’s. Currently Joe is the incoming Secretary for the San Diego chapter of the California Society of CPA’s and is the co chair of the Taxation Interest Group as well as a member of the Committee on Taxation at the state level. • Diane Huckabee - Financial Advisor, CFM • Diane has been with Merrill Lynch since 2000. She has over 30 years of experience in the financial services industry in San Diego. Her background includes extensive experience in commercial banking: management, lending, retirement accounts and cash management services. • Carleen Acosta – Senior Client Associate • Carleen joined Merrill Lynch in 2000. Prior to joining our team, she worked as a Financial Assistant for various independent financial planners and brokerage firms. She earned her B.A. in Business Administration from University of San Diego. Carleen specializes in client documentation, account transfers, distributions, portfolio monitoring and client inquiries.

6. The Gupta Group The Gupta Group Your Team of Merrill Lynch Specialists Cari Spicer Tax-Advantaged Investment Specialist Tim Bennet Private Liquidity Specialist Monica Piepenkotter, CFP, CFA Private Wealth Advisor Specialist Patrick Thebus Estate & Insurance Specialist Sharon de Bruyn Alternative Investment Specialist Todd Weiss Commercial Lending Specialist Ray Seiler Trust and Estate Specialist Robert Fry, Jr. Philanthropic Strategy Specialist Leslie Corso Business Retirement Plans Specialist Gregory Shockro Mortgage and Credit Specialist Gregory Dadian Business Financial Services Specialist Steve Werner Asset Management Specialist

7. Strategic Relationships With Your Other Advisors • We will work with your other professional advisors, including:1 • Attorneys (Estate, Tax, Trust) Responsible for preparing wills, powers of attorney and trust documents, and providing estate planning and tax advice • Accountants (CPA) Responsible for preparing individual and corporate annual tax returns, as well as providing audit specialization and tax planning advice • Insurance Agents Responsible for assisting you with adequate life, health, disability, and long term care insurance • Money Managers Responsible for managing different portions of your investment portfolio • Real Estate Agents and Mortgage Brokers (Residential and Commercial) Responsible for helping you with real estate transactions and management • Sports or Celebrity Agents Responsible for negotiating your contracts and helping you with your day to day responsibilities 1 Neither Merrill Lynch nor its Financial Advisors provide individual tax or legal advice. Clients should review any planned financial transactions that may have tax implications with their own tax and legal advisors.

8. Covered Call • You might consider putting a call option against holdings to enhance their yield. Advantages Considerations Yield enhancement: Investor can receive an upfront premium payment for the sale of a covered-call option. Any decline in the stock price is partially offset by the premium received. Flexible structure: Investor maintains flexibility by customizing maturity and strike price to best fit financial needs. Income: Dividend income may be maintained throughout the option contract term. The strike price may be adjusted for dividends. Voting: Investor retains voting rights for the shares. Limited upside participation: Investor does not participate in any stock price appreciation above the strike price of the call option. Downside exposure: Investor is still exposed to depreciation in the stock price, less the premium received. Interim price risk: Prior to expiration, the investor may not participate fully in upside appreciation of the underlying equity up to the call strike price. Collateral requirements: Investor must pledge eligible collateral to ensure payment to Merrill Lynch at maturity. Liquidity: Merrill Lynch cannot guarantee ability to facilitate an investor’s unwinding of the transaction prior to expiration. Over-the-counter contracts are not actively traded. Other Issues Executive restrictions/limitations: If your securities are restricted pursuant to the Securities Act of 1933, or if you are an affiliate or control person, SEC rules limit the amount of stock you can sell, as well as the manner in which you sell, including Form 144 filings. See SEC Rule 144. Affiliate issues: Section 16 reporting requirements and short-swing profit rules apply to Section 16 insiders. Please consult your attorney. Investor requirements: Investor must meet certain qualification requirements, including minimum trade size and minimum net worth standards. Risk factors: Please review the Over-the-Counter Risk Factor Statement.

9. Put Option • Purchasing a put option on an equity is useful if you want to hedge the price risk of the underlying equity. Advantages Considerations Hedging: At maturity, the investor eliminates downside risk in the underlying equity below the put strike price, less the premium paid. Upside participation: Investor participates fully in stock price appreciation, less the premium paid. Flexible structure: Investor purchases a put option on the underlying equity, maintaining flexibility in specifying maturities and the degree of downside protection desired. Voting: Investor retains voting rights for the shares. Income: Dividend income may be maintained throughout the option contract term. Strike prices may be adjusted for dividends. Upfront premium payments: The put premium is paid upfront by the investor. Liquidity: Merrill Lynch cannot guarantee the ability to facilitate an investor’s unwinding of the transaction prior to expiration. Over-the-counter contracts are not actively traded. Interim price risk: Prior to expiration, the investor may not be fully protected on the downside. Share price declines may not be fully captured by selling or unwinding the put. Other Issues Other Issues Executive restrictions/limitations: If your securities are restricted pursuant to the Securities Act of 1933, or if you are an affiliate or control person, SEC rules limit the amount of stock you can sell, as well as the manner in which you sell. See SEC Rule 144. Affiliate issues: Section 16 reporting requirements and short-swing profit rules apply to Section 16 insiders. Please consult your attorney. Investor requirements: Investor must meet certain qualification requirements, including minimum trade size and minimum net worth standards. Risk factors: Please review the Over-the-Counter Risk Factor Statement.

10. Zero-Premium Collar The zero-premium-collar strategy can be used if you are seeking to hedge the price risk on an underlying equity. You can purchase a put option and sell a call option against your holdings. Advantages Considerations Hedging: At maturity, investor eliminates downside risk in the underlying equity below the put strike price for zero net premium. Flexible structure: Investor purchases a put option and sells a call option on the underlying equity, maintaining flexibility in specifying maturities and the degree of downside protection and upside appreciation desired. Income: Dividend income may be maintained throughout the option contract term. Strike prices may be adjusted for dividends. Voting: Investor retains voting rights for the shares. Tax deferral: Investor typically defers tax consequences underlying the stock. Please consult your tax advisor for further details. Limited upside participation: Investor will not participate in any potential stock price appreciation above the call strike price. Collateral requirements: Investor must pledge eligible collateral to ensure any payment due to Merrill Lynch at maturity. Interim price risk: Prior to expiration, the investor may not be fully protected on the downside. Share price declines may not be fully captured by selling or unwinding the collar. Investor may not participate fully in the appreciation, up to the call strike price, of the underlying shares. Liquidity: An investor’s unwinding of the transaction prior to expiration is not guaranteed. Over-the-counter contracts are not actively traded. Other Issues Executive restrictions/limitations: If your securities are restricted pursuant to the Securities Act of 1933, or if you are an affiliate or control person, SEC rules limit the amount of stock you can sell, as well as the manner in which you sell. See SEC Rule 144. Affiliate issues: Section 16 reporting requirements and short-swing profit rules apply to Section 16 insiders. Please consult your attorney. Capital gains taxes on underlying stock position: Potential deferral of capital gains until settlement. Tax straddle rules apply. Investor requirements: Investor must meet certain qualification requirements, including minimum trade size and minimum net worth standards. Risk factors: Please review the Over-the-Counter Risk Factor Statement.

11. Put Strike Price Call Strike Price Zero-Premium Collar (Continued) • At maturity, the investor is protected from depreciation below the put strike price and can participate in the appreciation of the underlying security up to the call strike price. Example: Current stock price is $100. Customer buys put struck at $90. Customer sells call struck at $120. 30 XYZ stock with collar XYZ stock 20 Profit 10 0 XYZ stockprice on transactiondate: $100 -10 Loss -20 -30 $70 $75 $80 $85 $90 $95 $100 $105 $110 $115 $120 $125 $130 XYZ Stock Price at Collar Expiration Note: This chart excludes dividends and is illustrative only. The actual call and put strike prices will be set on the pricing date.

12. Borrowing • Borrowing against stock may provide an advantageous solution to liquidity needs, but the risk of a decline in the value of your collateral must be carefully weighed. Shareholder Merrill Lynch • Delivers stock as collateral • Pays a margin debit interest rate • May borrow up to 50% of free stock value (up to 40% if affiliate or control person of issuer) Advantages Disadvantages • No downside protection • Borrowing expense • Borrowing amount limitation • Incur leverage/enhanced risk in the event of stock price decline — additional deposits of securities or cash to account or sale of securities may be required to cover loan amount • Access to cash • No capital gains taxes • Continued exposure to single stock position for future appreciation • Flexibility • Means to diversification

13. Diversification Using Collar Plus Loan • Benefits • No margin calls if the stock falls • Higher loan/collateral value • Investor can borrow up to 50% of stock value for a purpose loan (up to 40% if affiliate or control person of issuer) and up to 90% of put strike for a nonpurpose loan Please see information regarding purchasing stocks on margin at the end of this presentation.

14. Exchange Fund • Investors contribute stock to an exchange fund in return for an interest in the fund. The stock must be acceptable to the fund’s manager. The fund achieves diversification because many investors exchange their wide variety of securities into the fund. Advantages Considerations Diversification: Diversifies a concentrated stock position over many different stocks. No market impact: Transfer into the fund should not cause price fluctuations that an open sale may create. Tax savings: Allows significant tax deferral compared to an open-market sale. Constraints and fees: Exchange fund will have operating constraints and management fees, similar to mutual funds. Other Considerations SEC filings: An investor in the exchange fund, who is an affiliate of an issuer of the securities contributed to an exchange fund, is not required to file a Form 144 or to comply with the volume limitations under Rule 144. An investor who is a Section 16 insider must file a Form 4, Statement of Changes in Beneficial Ownership. Also, investors owning more than 5% of a class of stock of an issuer of securities contributed to an exchange fund should consult counsel regarding obligations to amend any relevant Schedule 13D or Schedule 13G filings.

15. An exchange fund enables you to exchange your highly appreciated concentrated stock position for a limited partnership interest in a portfolio of stock contributed by other investors in similar situations. DD TX MSFT IBM MSFT XON GE AA GE AA Exchange Fund (Continued) Your portfolio pre-exchange Fund during investment phase comprises yours and all the other contributors’ shares Your portfolio post-exchange MO XYZ IBM XYZ This chart is for illustrative purposes only and does not represent an actual transaction. After seven years, as prescribed by the Internal Revenue Code, investors can redeem their limited partnership interests for a diversified basket of securities chosen by the portfolio manager.

16. Charitable Remainder Trust • A charitable remainder trust provides an annual payment stream to the grantor or other named beneficiaries for a set period of time or for their lifetimes. At the end of this period, the assets in the trust pass to the charitable organization(s) specified by the grantor. Advantages Considerations Immediate income tax deduction: Generates current income tax deduction equal to the present value of the charitable remainder interest in accordance with IRS regulations. No capital gains tax: At the time appreciated assets are sold within the trust. Annual payments: Grantor or other named beneficiaries receive annual payment stream. Estate reduction: Potential reduction of the size of the grantor’s taxable estate. Diversification: Ability to diversify investment portfolio and manage assets within a tax-exempt environment. Giving: Ability to engage in substantial giving to one or more favorite charities or to a family foundation. Irrevocable: Structured as an irrevocable tax-exempt trust. Loss of inheritance to heirs: Principal eventually passes to charity, not to heirs. However, children or other named heirs may receive the payment stream, and assets may eventually pass to a family foundation run by children. In the meantime, a portion of your payment stream can be applied to support wealth replacement strategies. Time considerations: May not be an effective strategy for younger investors. The greater the payment stream and the longer the term, the smaller the income/gift tax deductions. SEC issues: Rule 144 requirements apply to affiliate income beneficiaries. Section 16 reporting requirements apply to insiders.

17. Legal Disclaimers • General • Merrill Lynch does not provide legal or tax advice. You should consult your legal (including securities counsel) and tax advisors before implementing any strategy described in this presentation. • Tax Consequences • Any discussion of the tax consequences of a transaction described in this presentation is a summary only based on federal income tax at the time this presentation was prepared. Consult your tax advisor to determine how tax laws apply to your personal circumstances. • Section 16 Compliance • If you are subject to the SEC reporting requirements and short-swing liability under Section 16 of the Securities Exchange Act of 1934, as amended, compliance with Section 16, including the timely filing of accurate reports, is your responsibility. Merrill Lynch does not file Section 16 reports with the SEC on behalf of clients and does not monitor compliance with the short-swing liability rules under Section 16. Consult your company’s counsel prior to engaging in a transaction in your company’s stock. • Puts, Calls and Collars • The puts, calls and collars discussed herein are private over-the-counter contracts and are not listed options. They may be sold only to qualified clients for whom they are suitable. • Margin Lending Program • A decrease in the market value of the pledged securities and other investment assets may require the deposit of additional funds or the liquidation of some or all of the pledged securities and assets. A complete description of the loan terms can be found within the client’s loan agreement. • Please note the following risks associated with margin accounts, margin loans and securities-based loans: • Borrowing on margin, securities-based loans and using stock as collateral involve a high degree of risk. The investor should read the loan agreement carefully so he or she understands his or her obligations. • Market conditions can magnify any potential for loss. If the market turns against the investor, he or she will be required to deposit additional securities and/or cash in the account. • The securities in the account may be sold to meet the margin/maintenance call, and the firm can sell investors’ securities without contacting them. • Some or all of the securities pledged as collateral may be sold at prices higher than what it initially cost the investor to acquire the securities. If that happens, the investor may suffer adverse tax consequences. The investor should consult a tax advisor in order to understand fully the tax implications associated with pledging securities as loan collateral. This material is provided to you for discussion purposes only and is not for general distribution, provided that the tax structure and treatment described herein and related tax analyses and materials provided to you are not confidential and may be disclosed to any person. This material is based on information that we consider to be reliable, but we do not represent that it is accurate or complete, and it should not be relied upon as such. Opinions expressed herein are our present opinions only.