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2 November 2014 Dear Fellow Members, Five years ago, executive leadership at Darden Restaurants, Inc. partnered with Multi Media Federal Credit Union to build and launch your credit union, which is dedicated to providing cost effective banking services and financial education to Darden employees across the country. We are extremely proud of the unprecedented growth the credit union has experienced. Still, there are thousands of additional people our credit union can help, which is why we have unanimously agreed that a merger with USF Federal Credit Union is in the best interests of DCU, our members, our employees, and the sponsors we serve. Our primary motivation to merge is to accelerate service delivery to more members across the country. We ve thoroughly examined the benefits this merger can bring, and are convinced that partnering with a large, stable organization like USF FCU is an ideal way for us to propel the credit union forward, keeping it committed to its purpose and delivering the value, convenience, and service you ve come to expect. Best of all, this partnership allows us to continue serving you under the Darden Credit Union name, which would operate as a division of the USF FCU. Your board is confident in the plan designed by the combined management teams, and is excited to see the great benefits come to life. Like you, we are all members of DCU. We love our credit union, and are proud to represent you on the board of directors. We ve designed this guide to help you place an informed vote. We unanimously support this merger proposal, and we encourage you to vote yes when the time comes. You ll receive your official ballot in the coming days. In the meantime, we encourage you to review this guide. If you have any questions, simply Best regards, Pat Harrigan, Chairman 2

3 Table of Contents Why Merge. 4 What was Considered.. 5 Merger Benefits. 6 What Stays the Same.. 9 What Changes Meet Richard Skaggs. 11 What s Next. 11 For more information: Visit DardenCU.com/Merger Call

4 Why Merge? We are merging with USF FCU in order to accelerate delivery of services to more people across the country. Despite aggressive, nationwide growth since launching in December 2010, DCU still serves less than 4% of the Darden Restaurants family. We ve been restrained by several important factors: Asset Size and Net Worth In our short history, the credit union has quadrupled in size, and even that is insufficient to serve as many people as we d like. The credit union is a not-for-profit financial cooperative, so the more members it serves, the better able it is to serve even more. The credit union is only able to grow at a pace its net worth can support, which naturally means a slow and steady approach to expansion. Since its inception, the credit union has considered potential mergers as a viable option to increase its asset and capital base, thereby enabling accelerated growth in a fiscally sound fashion. Liquidity The credit union will only lend money it has on deposit from members. The majority of DCU members are younger, and therefore have a more pronounced need to borrow (e.g. car loans) and less opportunity to deposit high balances (e.g. certificates, money market accounts). The credit union has borrowed money from other credit unions in order to loan funds to its members. Merging with a larger organization provides access to a larger deposit base, improving our ability to fulfill loan demand. Virtual Delivery DCU is primarily a virtual institution, with only one small branch located in Orlando, Florida. The credit union was built to open accounts, deliver account access, and fulfill loans remotely through technology and shared branches. Technology of this sort can be very expensive to deploy and maintain. We ve done our best to provide solutions to meet your needs, but we know it s insufficient. A merger with a larger organization will allow for improvements to our electronic delivery tools, including improved online and mobile banking platforms. 4

5 Is Darden Selling the Credit Union? No. Darden is the credit union s sponsor, not owner. As a cooperative, the credit union is owned by its account holders, or members. Darden provided critical support required by the credit union. This support came in many forms, including financial, operational, and moral. The credit union s board of directors includes several Darden executives who (generously) give their time and experience to help the credit union deliver on its promises. The merger with USF FCU is in no way driven by recent events with Darden Restaurants, Inc. The credit union will continue to serve the Darden family of restaurants, as well as Red Lobster employees. In addition, we will continue to serve the employees and retirees of the Orlando Sentinel, the credit union s original field of membership. What was Considered? As the board examined the proposed merger, it identified several critical factors, all of which have been satisfied. Read on for more information on each of these considerations. There were to be no layoffs of staff as a result of the merger There must be philosophical alignment between the two credit unions The credit union must continue to serve the Darden family under the Darden Credit Union name There must be tangible benefits to members and employees 5

6 What are the Benefits? DCU, its members, its employees, and its sponsors would all benefit from the proposed merger. By leveraging both institutions existing resources and core competencies, and by taking advantage of their combined scale, we estimate this valuable partnership would yield more than $1 million in operating expense savings in the first three years. This can be accomplished while expanding credit union services to more members more quickly. Most importantly, these projected savings do not come from planned staff reductions, but rather from systems consolidation, reduced operating redundancies, and improved vendor pricing. These efficiencies translate into more resources to offer enhanced benefits to all stakeholders. Member Benefits Members will experience greater long-term value through additional branch locations and effective remote delivery, enhanced account and convenience services, improved value through better rates and lower fees, and the peace of mind that comes from knowing you are banking with a safe and sound institution. Expanded Accounts and Online Services We know DCU members expect unparalleled access to competitive products and services, primarily through electronic channels. Meeting those expectations requires significant investments in technology. With greater resources, the new credit union will continue to offer competitive products while enhancing online, mobile and call center experiences at a faster pace than Darden Credit Union could accomplish independently. In the near term, you ll experience new, dynamic mobile access to your accounts, including the ability to deposit checks remotely through your smartphone. In the long term, the credit union will vastly improve the online banking experience through new tools and further enhance phone banking, among other improvements. 6

7 Greater Convenience The proposed merger would offer you greater convenience through additional branch and ATM locations. DCU members in the Tampa Bay region will have access to USF FCU s five branches and multiple ATMs. Further, the credit union would continue to offer access to accounts through the nationwide shared branching and surcharge free ATM networks. Improved Safety & Soundness The proposed merger would offer DCU greater financial strength by increasing capital, reducing risks, and reducing expenses. Greater financial strength means you can rest easy knowing your money is safe and secure, and that you belong to a community of people making sure it stays that way. Employee Benefits Our employees will experience greater career opportunities, both geographically and in terms of specialization. Competitive Benefits Package The credit union strongly believes that delivering a superior member experience begins with delivering a superior employee experience. Offering employees a competitive compensation and benefits package is a key part of that experience. The proposed merger would enable the credit union to offer industry-leading benefits to its employees. Greater Career & Personal Development Opportunities Another key part of a superior employee experience is offering career and personal development opportunities. Whether it s receiving valuable training to ensure each person excels in his or her current role, or development work to prepare for future positions, the combined credit union will have the resources and commitment to make it a reality. This allows the credit union to attract and retain the highest quality employees to serve you. 7

8 Credit Union Benefits Greater Financial Strength USF FCU is a well-run credit union with a strong net worth (capital) ratio of nearly 12%. Under the proposed merger, the new credit union expects to maintain a capital position above 11%. Greater capital means having financial strength and resources to invest to improve the value of your membership. Ultimately, the merged credit union s size and strength translates into more members being served, which in turn further strengthens the cooperative. Reduced Risk The merger would reduce potential risk by spreading membership and loan portfolio exposure over several geographic areas and employee profiles. That diversity allows the credit union to be less dependent on the economic fluctuations of any single market or group. Reduced Expenses DCU and USF FCU s combined scale would give the new credit union the opportunity to capture operating efficiencies and renegotiate vendor contracts to reduce costs. In fact, we project the combined credit union will realize more than $500,000 in operating expense reductions the first year without eliminating staff. Sponsor Benefits Our sponsors, including the University of South Florida, Darden Restaurants, Red Lobster, and the Orlando Sentinel will offer even better credit union services to their employees, students, and families. The private label operating strategy (Darden Credit Union, a division of USF FCU) will ensure each type of member experiences no disruption to credit union services. 8

9 What Stays the Same? Member Experience We believe there are two key parts to delivering a superior member experience: the level of service you receive, and the convenience and ease with which you manage your money. Approval of the proposed merger would not detract from the distinctive member experience you ve come to expect. Quite the contrary, as the larger credit union will be able to make significant improvements to the tools and ways in which you access and manage your money. Credit Union Staff You ll continue to rely on our dedicated team of professionals to serve you after the merger is completed. This team will be supplemented by the nearly 100 employees of USF FCU. Focus on You The proposed merger would never change our philosophical focus, which is to provide you with affordable, convenient financial products and services that are meaningful to your life. Whether it s our policy to reach out to help members in need of assistance due to natural disaster, or offering our trailblazing Credit Builder Car Loan product to those in need, the credit union will remain committed to serving you first and foremost. Local Management The new credit union will operate from two administrative offices: one on the USF campus in Tampa, and the other from inside Darden s Restaurant Support Center in Orlando. Both offices will house key senior leadership and operating support personnel, ensuring the credit union remains focused on its key constituents. Deposit Insurance Your accounts will still be insured up to $250,000 by the National Credit Union Administration. Any member with combined balances exceeding this amount will be contacted to ensure their account ownership is established in such a way as to maximize their insurance coverage. 9

10 What Changes? Name Darden Employees Federal Credit Union will become Darden Credit Union, a division of USF FCU. In addition, we will serve Red Lobster employees as Red Lobster Credit Union, a division of USF FCU. Charter The new credit union will operate under USF FCU s current charter, with the addition of DCU s field of membership. Essentially, there will be no change for members, or for those eligible to join the credit union. Size The new credit union will be nearly $500 million in assets with nearly 50,000 members. That s a relatively large institution in the credit union world, and gives the credit union some real operating advantages. Board of Directors USF FCU s Board of Directors would expand from seven seats to nine, with the two new seats designated for representatives from DCU s Board. President/CEO Richard J. Skaggs, President/CEO of USF FCU, will be the CEO of the merged credit union. Jim Kasch, DCU s current CEO, would become the Chief Sales Officer for the merged institution. For more information on Mr. Skaggs, please see the next page. Accounts and Services Some of the products and services may change slightly as we integrate systems and combine the product lines. Our intention is to minimize any service disruption to you. Any changes we make would be with the intent of offering you accounts and services that best meet your changing financial needs. 10

11 Meet Richard (Rick) Skaggs Richard Skaggs is an accomplished financial services executive with more than 25 years of experience, and has been leading USF FCU since September Prior to joining USF FCU, Skaggs was the top executive at the Orlando based Consumer Credit Counseling Service of Central Florida. Beginning in 2005, he led 13 counseling offices statewide. In January 2009, the organization merged with Consumer Credit Counseling Service of Greater Atlanta, where Skaggs took the reins as regional president. In May, the organization re-branded as the CredAbility Network. Prior to joining Consumer Credit Counseling Services, Skaggs was EVP of Vista Federal Credit Union (now Partners FCU), a $1 Billion financial institution serving the Walt Disney Company. Skaggs is a Leadership Orlando Alumnus, a member of the Government Affairs Committee and Financial Literacy Task Force with the Florida Credit Union League, Board Member for Florida Credit Union Shared Services and an Academy of Finance Advisory Board Member. He has completed graduate level course work, holds a Bachelor of Science Degree from Troy State University and graduated from Florida State University s Credit Union Management Institute. What s Next? In the coming days, you ll receive your official ballot packet. If you have an address on file with DCU, you ll receive your packet via . If not, you ll receive your packet via standard mail. Voting will be administered by an independent, third-party firm, and neither the Board nor management will have access to vote results prior to the annual meeting. The vote management company has controls in place to verify membership and prevent duplicate voting. You may cast your vote by mail, fax or in-person at the annual meeting on December 11 th. Please refer to your ballot for details. Due to the requirements of ballot security, we are unable to accept ballots at our branch. Final results will be presented at the conclusion of the annual meeting. 11

12 1000 Darden Center Drive Orlando, FL

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