Arizona

NDBA/SDBA Bank Management Conference

THE PHOENICIAN Scottsdale AZ

February 17-18, 2012

Resort Information and ReservationsThe Phoenician6000 East Camelback RoadScottsdale, AZ 85251Phone: 480.941.8200

NDBA’s Exclusive Group Rate: $275/nightDeadline to reserve rooms at group rate: January 25, 2012. Hotel cancellations must be made by February 7, 2012Reservation Link: www.starwoodmeeting.com/StarGroupsWeb/res?id=1111031545&key=1FE45

Welcome to The Phoenician, Arizona’s Premier AAA Five Diamond Destination

Conference Registration Fees:

Attendee Registration.................................... $475 Spouse/Guest Registration ............................$275 Friday Gala Event Only ................................$155 Golf Fees.......................................................$220

Deadline to register: January 25, 2012

The conference registration fee is $475 per attendee and includes business sessions on Friday and Saturday, Friday buffet breakfast and gala dinner party, and Saturday continental breakfast, luncheon and reception.

The spouse/guest registration fee is $275 per person and includes Friday spouse breakfast and program, Friday reception, and Saturday luncheon and reception. Optional Thursday afternoon tea is $40/person and reservations are required.To register, mail or fax the enclosed registration form to:

North Dakota Bankers AssociationAttn: Registration

PO Box 1438 Bismarck ND 58502

You may also email the registration form to ndba@ndba.com or register online at www.ndba.com.

Your Premier Luxury Resort Destination

We’ll be in Scottsdale, AZ, where the average high temperative for February is 70 degrees and the average low is 43 degrees. The word for the meetings is business casual – no ties necessary. Evening wear may be more dressy. Men may feel more comfortable wearing a sport coat with an optional tie for the reception Friday night. For evenings, women may prefer warmer dress and a light jacket or sweater for the cool desert nights.

Arizona is on Mountain Standard Time.

Dress Code

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For decades, The Phoenician has set the standard for timeless luxury and sophistication in the Southwest, with impeccable service and a striking location. Explore the possibilities at The Phoenician and discover the treasures that await! Arizona’s premier AAA Five Diamond resort provides guests with a luxurious collection of incomparable signature experiences. Experience an award-winning Afternoon Tea. Stroll through the stunning two-acre Cactus Garden. Enjoy a complimentary audio Art Tour, showcasing selections from the $25 million collection. Test your skills on the 27-hole championship golf course or pamper yourself at the recently enhanced Four-Star Centre for Well-Being spa.

Welcome

Message from NDBA Chairman Vaune Cripe

You are invited to the 2012 NDBA/SDBA Bank Management Conference, which will be held February 17 & 18 at The Phoenician, a Luxury Collection Resort in Scottsdale Arizona. I sincerely hope to see you there.

This year’s conference has been carefully designed to provide timely information on trends in financial services technology, best practices of leading community banks, an economic outlook for 2012, and valuable insight into leading high-performing teams. In addition, our association leaders will review important government relations issues facing member banks.

With regulatory changes bombarding our industry, bankers are seeking opportunities to gain strategic information and network with colleagues more than ever. The Bank Management Conference has always been an important business meeting. With all the issues we are facing, it is crucial that we continue to come together as bankers to share ideas and strategies.

I look forward to a successful conference and, along with that, enjoying some of the best Arizona has to offer. This year’s conference hotel is The Phoenician, Arizona’s premier AAA Five Diamond resort. For decades, The Phoenician has set the standard for timeless luxury and sophistication in the Southwest, with impeccable service and a striking location. Explore the possibilities at The Phoenician and discover the treasures that await!

The NDBA board members and I look forward to seeing you in Scottsdale in February.

Sincerely,

Thank You!A special thank you to our sponsors:

We invite you to join us in the Valley of the Sun.

NDBA ChairmanVaune Cripe

Platinum sponsors:

Gold sponsors:

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Mark Boomgaarden, CPA

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2012 NDBA/SDBA Bank Management Conference

Dr. Stephen Happel is a professor of economics at the Arizona State University College of Business. His writings appear in both professional journals and popular outlets, including The Wall Street Journal and American Demographics. Happel speaks frequently on the state of the economy, paying particular attention to demographic trends and Federal Reserve policy. He is as free a free-market economist as you are ever likely to encounter.

Colleen Kettenhofen has an in-the-trenches perspective on overcoming adversity and bouncing back higher. Her message goes beyond resilience; it’s about using adversity to propel progress. This award-winning speaker, author, and frequent media guest has presented more than 1,100 dynamic programs. A former award-winning salesperson, she was honored as the number one sales producer for a Fortune 500 company. Shortly after, she faced her biggest battle – overcoming colon cancer, which was diagnosed just one month following her 31st birthday, and five years almost to the day after her mother passed away.

Thursday, February 16NDBA and NDBA Services Board Meetings and Dinner for Board Members and Past Chairmen

2:30 p.m. “Welcome to The Phoenician” Afternoon Tea (see details on page 6)

Friday, February 177:00 a.m.-8:00 a.m. Buffet Breakfast for bankers and business partners

8:00 a.m.-9:30 a.m. “The Next-Gen Community Bank” Steve Williams, Cornerstone Advisors, Scottsdale AZ In the midst of the rubble of the recent financial crisis and the painful noose of regulation, a new breed of financial institution is beginning to rise. These future-looking players are preparing to take advantage of a move away from “too-big-to-fail” concentrations of power and a playing field in which many of the weakest players have been weeded.

In this session, Williams will discuss key characteristics of the forward-looking institutions that will prosper in the next era of banking. He will review how delivery channels will change, how payments competition will unfold and how new frontiers of efficiency will be gained. Williams will point to emerging best practices from leading community banks around the country as early evidence of how community banking is evolving. 8:30 a.m.-12:00 p.m. Breakfast and “Paint the Desert” Workshop for spouses and guests (see more details on page 6)

9:30 a.m.-9:45 a.m. Break

9:45 a.m.-11:30 a.m. “Challenging the Bank Performance Model” Bob McGoffin, Scottsdale AZ The community banking model is changing and with it are many opportunities to generate revenue to offset the risk management issues. The presentation will focus on the Five Master Strategies of interest income, interest expense, non-interest income, ratio and credit quality. Best practices will be presented, along with proven implementation techniques used by community banks. Attendees will take away action plans that can be implemented in their bank.

12:30-5:30 p.m. Optional Golf Tournament at The Phoenician Golf Club

6:30 p.m.-9:30 p.m. Gala Event: Reception and Dinner

Dr. Stephen Happel

Colleen Kettenhofen

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Steve Williams heads up Cornerstone Advisors’ industry-leading strategic planning, best practices and efficiency improvement advisory services. Over more than two decades in the financial services and consulting industries, Steve has focused primarily on strategic and technology planning and performance improvement projects and he has assisted hundreds of banks in their efforts to become highly efficient and top-performing. Before founding Cornerstone Advisors, Steve held a similar position with M ONE, Inc. He was an assistant managing director with Arthur Andersen & Co. and a commercial lender and operations officer with Chase Bank of Arizona. He served on the board of directors and chaired the compensation committee for a $300 million community bank in Southern California.

Robert (Bob) McGoffin has over 45 years of banking experience, including several years as a CEO and executive officer of community banks in Oklahoma, Florida and Arizona. Bob has developed deposit and loan pricing strategies that have provided significant ROE improvements for community banks. Bob is on the faculty at the Graduate School of Banking at the University of Wisconsin-Madison, is a facilitator for the Sheshunoff CEO affiliation program and conducts strategic planning sessions for banks. Bob lives in Scottsdale, providing community bank consulting and coaching services.

Bob McGoffin

Steve Williams

February 17-18 • The Phoenician • Scottsdale AZ

Saturday, February 187:15 a.m.-8:00 a.m. Continental Breakfast for bankers and business partners

8:00 a.m.-9:15 a.m. “The President’s Economic Agenda Through the Election” Dr. Stephen Happel, Arizona State University, Phoenix AZ Dr. Happel will provide a very quick review of the Blue Chip forecasts for 2012 and 2013 and what they would mean for North Dakota. Then he’ll give his perspective on the world economy and consider where the U.S. fits in at the moment. The remainder of the presentation will be devoted to the two parties’ economic platforms and how the campaign might play out.

9:15 a.m.-9:30 a.m. Break 9:30 a.m.-10:00 a.m. “Issues & Advocacy: A Look Forward” Rick Clayburgh, President & CEO, North Dakota Bankers Association Curt Everson, President & CEO, South Dakota Bankers Association Hear from NDBA’s and SDBA’s government relations leaders on the associations’ efforts to deal with the latest regulatory challenges and what you can do to play a part.

10:00 a.m.-10:15 a.m. Break 10:15 a.m.-11:45 a.m. “How to Tune Up Your Team to Do Anything! (No Matter What)” Colleen Kettenhofen, Colleen Kettenhofen and Associates, Phoenix AZ In this interactive program, we’ll explore how to get your team on board to accept change, embrace accountability, and achieve measurable results. Colleen provides practical insights that can be put in place immediately to manage and motivate the “gossips, whiners, and drama employees” in every generation and every workplace.

Noon Buffet Lunch for all attendees

Afternoon Free time

6:00 p.m.-7:00 p.m. Casual Cocktail Reception followed by dinner on your own

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Questions?Please contact Dorothy Lick, SVP of Education at the North Dakota Bankers Association, by calling 701.223.5303.

Swing Into ActionAfternoon Tea Fore!

Contoured out of the beauty of the spectacular Sonoran Desert, The Phoenician features a 27-hole championship golf course that inspires your spirit of adventure.

Designed by Ted Robinson, Sr. and Homer Flint, The Phoenician’s three diverse nine-hole courses create 18-hole combinations for the challenge and fun you crave. Named “North America’s Leading Golf Resort” by the World Travel Awards, The Phoenician has been ranked among the “Top 75 Golf Resorts in America” by Golf Digest.

Join us for the optional Friday golf event, when we’ll play the Desert and Canyon courses.

Best known for its dramatic elevation changes and awe-inspiring views, the Desert is the most requested course. With its unique layout, dramatic elevation changes and awe-inspiring views, the Desert Course is one of the most challenging golf courses in Scottsdale. Defined by lush, landscaped terrain, the Canyon Nine Course is located on the southern slope of Camelback Mountain, offering sweeping views of the Valley of the Sun.

Please see separate form to register for golf.

Something for Everyone at The Phoenician, Arizona’s Premier AAA Five Diamond Destination

Welcome Tea Hosted by Jane ClayburghIn the English tradition, afternoon tea is served daily in the Lobby Tea Court. Full tea includes finger sandwiches, scones with Devonshire cream and preserves, pastries and a selection of fine tea blends. Jane Clayburgh, wife of NDBA President and CEO Rick Clayburgh, will host a “Welcome to The Phoenician” Afternoon Tea on Thursday, February 16, at 2:30 pm. Price for this optional event is $40 and reservations are required.

Please indicate your interest on the registration form.

Attention Art lovers...Be inspired by The Phoenician Art Collection, featuring more than $25 million in one-of-a-kind artwork that illuminates the resort’s cultural aesthetic. Mirroring the resort’s magnificent design philosophy, the art collection seamlessly combines the richness of traditional European elements with a kaleidoscope of color and intriguing styles of the Southwest. Pick up a brochure and audio device for a complimentary self-

guided tour of the resort’s signature pieces. Guests who take the tour receive complimentary tickets to the Phoenix Art Museum or Scottsdale Museum of Contemporary Art.

Art Collection

Spouse/Guest Breakfast and ProgramGuests will paint along with local artist Beth Zink to create a small landscape on canvas. Instruction is simple and based on Beth’s philosophy of teaching adults in a relaxed atmosphere with enthusiasm and humor. Beth provides a pre-sketched canvas and all supplies. Students learn basic painting techniques and the landscapes are completed in class, dry and ready to be taken home as a memento of their visit. Beth likes to say that it is easier than “paint by numbers” and there is absolutely NO experience necessary!

Cave Creek artist Beth Zink has found a way to combine her passion for painting and her love for the desert. Her work is realistic, characterized by vivid color and meticulous attention to detail. This light, fresh style has been called a reflection of her personality. Beth enjoys painting “vibrant contemporary botanicals,” acrylics on canvas. Beth’s boldly hued close-up images of plants and flowers seem to explode, reflecting the desert’s dramatic forms and colors.

Breakfast and “Paint The Desert” Workshop

Special Events for Spouses and Guests

Friday, February 17, at 8:30 a.m.-12:00 p.m.

Thursday, February 16, at 2:30 p.m.

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Spa SerenityThe stunning Centre for Well-Being is a peaceful haven for mind, body and soul. Rejuvenate and refresh your senses with stimulating and healing spa treatments that detoxify and invigorate your body

and spirit. The 22,000 square-foot spa features 24 private treatment rooms, fitness classes, weight training and cardiovascular studios, a Waters Bar, a full-service salon and a Meditation Atrium. Transform your own energy and power and rediscover the beauty within.Conference attendees receive complimentary access to the workout facilities.

Beautiful PoolsThe centerpiece of The Phoenician’s aquatic facilities is the relaxation pool, elegantly tiled in Mother of Pearl. Two grand-piano-shaped pools anchor the upper level of the complex, along with the Desert and Sunset spas for extra relaxation.

Or, share a day of fun with the kids at two children’s pools perfect for splashing around and practicing swimming skills. Top

off the experience with a trip down the exciting, 165-foot twisting waterslide.

Sit Back & Relax

Get Refreshed

Hungry? An oasis of food and fun, The Phoenician features 10 restaurants and lounges offering culinary delights and unforgettable dining experiences in Scottsdale, Arizona. Whether

you crave American-Italian cuisine at Il Terrazzo, sophisticated classics at J&G Steakhouse, or a gourmet burger at Relish Burger Bistro, you’ll enjoy an intimate gastronomic experience surrounded by The Phoenician’s striking natural beauty.

Delightful Dining

CheersThe Thirsty Camel provides a relaxing environment offering fabulous vistas, light fare and a luxury collection of spirits while enjoying piano or jazz. Open daily 3pm-1am.

The Sushi Bar at The Thirsty Camel (open Thursday-Saturday) features the finest seafood selections, specially prepared to order.

The Thirsty Camel

Venture OutThis secluded two-acre retreat showcases 250 varieties of cacti and succulents. The surprising diversity and curious appearance of the garden’s numerous desert inhabitants – from Road Runners to Chuckwallas – draw many guests. Guided tours led by a resident horticulturist are offered through the resort’s Concierge Desk. You may also enjoy a leisurely self-guided stroll of this magnificent garden, which stretches along the northern edge of the resort grounds, at the base of stunning Camelback Mountain.

Cactus Garden

Fun for all ages!Designed for children ages 5-12, The Funician Kids Club is led by highly trained and knowledgeable counselors who ensure that everyone has a fun and memorable experience. The schedule includes activities such as outdoor sports, Cactus Garden Tour, arts & crafts projects, as well as indoor interactive games such as Wii, Charades, Bingo and other board games.

Funician Kids Club

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North Dakota Bankers AssociationPO Box 1438

Bismarck, ND 58502-1438

Phone: 701.223.5303www.ndba.com

South Dakota Bankers AssociationPO Box 1081

Pierre, SD 57501-1081

Phone: 605.224.1653www.sdba.com

Getting to The PhoenicianThe Phoenician is located just nine miles from Phoenix Sky Harbor International Airport, making transportation quick and convenient.

Super ShuttleNo advanced reservation required from airport to hotel; however, 24-hour notice is requested for return trips from hotel to airport. Shared Ride Van $17/personExclusive Van $61 (up to 7 passengers)

www.supershuttle.com or 800-BLUE VAN

ExecuCarAdvanced reservations required. You may call upon arrival for pick up or have a car waiting for you. ExecuCar Sedan Will Call $37 (up to 4 passengers)ExecuCar Sedan Meet & Greet $62 (up to 4 passengers)ExecuCar SUV Meet & Greet $75 (up to 6 passengers)ExecuCar Van Meet & Greet $105 (up to 10 passengers)

www.execucar.com or 800-410-4444

TaxisThree taxi companies are contracted to pick up passengers at Phoenix Sky Harbor. Rates remain the same regardless of company, number of passengers and number of bags.

Approximate rate to The Phoenician: $15-$19

HertzTake advantage of the hotel’s onsite car rental desk, which offers Gold Counter Service, Hertz NeverLost ® In-Car Navigation System, and Child Seats. Hours are 8-6 M-F, 8-4 Sat and 8-1 Sun.

www.hertz.com or 480-941-8200

Driving Directions (from the Car Rental Complex at Sky Harbor Int’l Airport)Turn left on Sky Harbor Circle (.7 miles)Turn left on 24th Street (4.8 miles)Turn right on Camelback Rd. (2.4 miles)Turn left at 60th Street/Phoenician Blvd.Approximate travel time: 20 minutes

The Phoenician • 6000 East Camelback Road • Scottsdale AZ 85251 • 480-941-8200

We look forward to your arrival at The Phoenician.

Every Moment is a Memory

Friday, Feb. 17 – The Phoenician Golf Club: Desert and Canyon Courses12:45 p.m. – Shotgun Start (Texas Scramble with handicap – 4-person teams). Team prizes and cash prizes for closest-to-the-pin and long drive.

Name:________________________________________________________________ 18 Hole Handicap:___________________

Bank/City:_____________________________________________________________ Phone: ____________________________

If you have preferred partners, please list below and enclose the fee for each player in your group or have each person show the same group on their registration form.

1. Name:________________________________________________________ 18 Hole Handicap:___________________

Bank/City:_____________________________________________________ Phone: ____________________________

2. Name:________________________________________________________ 18 Hole Handicap:___________________

Bank/City:_____________________________________________________ Phone: ____________________________

3. Name:________________________________________________________ 18 Hole Handicap:___________________

Bank/City_____________________________________________________ Phone: ____________________________

Fee: $230/person Dress Code: A shirt with a collar must be worn; Fee includes: green fees, cart, bag handling, lunch, tax and prizes. shorts must be at least mid-thigh in length and cannot be denim. Golf Rental: Golf clubs are available for rent at The Phoenician Golf Club. Rental fee is $65 (payable day of event). r Check here to reserve a set of Callaway RAZR Hawk clubs. Rental fees will be collected onsite.

Complete form and mail with payment to: Total due:

North Dakota Bankers AssociationAttn: Registration

PO Box 1438 Bismarck ND 58502

Golf Registration Deadline • Wednesday, January 25, 2012

Golf Registration

2012The Phoenician • 6000 East Camelback Road • Scottsdale AZ 85251 • 480-941-8200

NDBA/SDBA Bank Management Conference

The Phoenician • Scottsdale AZFebruary 17-18, 2012

Registration Form

The conference registration fee is $475 per attendee and includes business sessions on Friday and Saturday, Friday buffet breakfast and gala dinner party, and Saturday continental breakfast, luncheon, and reception. The spouse/guest registration fee is $275 per person and includes Friday spouse/guest program with brunch, Friday reception, and Saturday luncheon and reception.

Registration InformationBankers and Directors Registration Options Attendee Registration ................................ $475 Friday Gala Event Only............................. $155Spouse/Guest Registration Options Spouse and Guest Registration ................. $275 Thursday Afternoon Tea.............................$40 Friday Gala Event Only............................. $155

Make checks payable to NDBA and mail to:North Dakota Bankers Association

Attn: Registration PO Box 1438

Bismarck ND 58502Or email registration to ndba@ndba.com. Or register online at www.ndba.com.

The Phoenician6000 East Camelback Road, Scottsdale AZ 85252Phone: 480.941.8200

NDBA’s Exclusive Group Rate: $275/nightDeadline to Reserve Rooms: January 25, 2012Online Reservations: www.starwoodmeeting.com/StarGroupsWebres?id=1111031545&key=1FE45

Conference Cancellation Policy Full refunds will be granted for cancellations received at the NDBA office on or before January 25. If notice of cancellation is received after January 25 and on or before February 3, an administrative fee of $50 per cancelled registration will be assessed but the remainder of the registration will be refunded. Due to financial commitments NDBA must make to the hotel, refunds will not be granted for cancellations after February 3. Substitutions are always permitted.

Conference Tax Disclaimer The estimated cost for all meals and breaks is $295. This information is provided for your tax records, in keeping with the IRS 50% deductible provision under Section 274(n) of the Internal Revenue Code.

Please see separate form for golf registration.

Deadline • January 25, 2012 Hotel Information

Questions? Please contact Dorothy Lick at the North Dakota Bankers Association at 701.223.5303.

2012NDBA/SDBA Bank Management Conference

The Phoenician • Scottsdale AZFebruary 17-18, 2012

Total due:

Bank: __________________________________________________________ Phone: ___________________________

Address: __________________________________________________________________________________________

City, State, Zip: ____________________________________________________________________________________ 1. Attendee Name: ___________________________________________________________ r Full Attendee Registration $475 r Friday Gala Event Only $155 E-mail:__________________________________________________________________ Spouse/Guest Registrant:____________________________________________________ r Spouse/Guest Registration $275 r Friday Gala Event Only $155 E-mail:__________________________________________________________________ r Thursday Afternoon Tea $40

2. Attendee Name: ___________________________________________________________ r Full Attendee Registration $475 r Friday Gala Event Only $155 E-mail:__________________________________________________________________ Spouse/Guest Registrant:____________________________________________________ r Spouse/Guest Registration $275 r Friday Gala Event Only $155 E-mail:__________________________________________________________________ r Thursday Afternoon Tea $40