On behalf of the Thompson Holdings Foundation, please accept this report on the status and accomplishments of the Foundation

. The Foundation was founded in 2004 to support efforts to improve the quality of life in the communities served by the Thompson Holdings, Inc. companies. Since its inception, the Foundation has invested over $140,000 in organizations, programs, and activities that strengthen our social framework, education, and sense of community. In 2009, employee contributions raised over $7,000 for the Foundation funds and the Thompson Holdings Fishing Rodeo raised nearly $4,000 for our foundation. A listing of grants made in 2009 can be found in the Recipients of Grants listing below. The Thompson Holdings Foundation consists of two charitable funds that are administered in invested accounts through the Community Foundation of South Alabama. The two funds are (1) The Thompson Holdings Foundation Fund which makes general charitable contributions to 501(c)3 organizations, and (2) Thompson Holdings Foundation Scholarship Fund dedicated to scholarships for college bound high school students. Through the Thompson Holdings Foundation Fund, the Thompson Holdings Foundation Committee responds to requests for funding from charitable organizations and employees involved in charitable work. Grant requests are evaluated and approved based on a set of guidelines (attached) that have been adopted for this purpose. If you would like for the Foundation to consider a grant for a charitable cause or group in which you are actively involved, please complete the attached Employee Involvement Grant Request form. The Foundation Committee meets every other month to consider funding requests. The Thompson Holdings Scholarship was instituted in 2005 to encourage and assist talented young people who are interested in the technical specialties that are employed by Thompson Engineering and Watermark Design Group. Scholarship winners are selected based on scholastic achievement, financial need, good character, leadership qualities, community involvement, and personal development. The annual $1000 scholarship is renewable for up to four years. This year, the Committee awarded scholarships to Wesley Blake Davis, a graduate of Davidson High School, and Emily Littleton, a graduate of Fairhope High School. Previous winners include Kaylin Baker is 2008, Dominick Zambrano in 2007, Andre Williams in 2006, and Meoshe Williams in 2005. We have attached a pledge card for a payroll deduction to the Thompson Holdings Foundation General Charitable Fund or the Thompson Holdings Foundation Scholarship Fund. Your contributions can be made on one paycheck or divided evenly over 26 pay periods. Contributions of any amount are appreciated and are fully tax deductible. In addition, the employee contributions will go directly to the Foundation or Scholarship Fund for distribution, and the amount contributed by our employees to the Foundation will be matched by the company. The company matching funds (a maximum of $5,000 annually) will be placed in the endowment accounts of each Fund to ensure a financially strong and lasting charitable foundation. The Thompson Holdings Foundation is just beginning to make an impact in the communities we serve. Please help us take the next steps toward achieving our mission. Again, thank you for your support of the Foundation. Thompson Holdings Foundation Committee Emery Baya Chad Brown Alex Napier Cindy Roton Kate Wilson Anne Hirschfeldt Jennifer Givens Paul Klotz Thad Hopper

The Foundation

The Thompson Holdings Foundation, established in honor of our founder, Mr. Vester J. Thompson, Jr., grants funding requests in the following fields of service:

Grants

2009 Scholarship Recipients
Wesley Blake Davis, a graduate of Davidson High School, and Emily Littleton, a graduate of Fairhope High School, were the recipients of the 2009 Thompson Holdings Scholarships. Each student was presented with a $1,000 scholarship award at a reception held on July 9, 2009. Wesley and Emily were selected from among 16 other applicants based on scholastic achievement, financial need, good character, leadership qualities, community involvement, and personal development. The annual scholarships are renewable for up to four years. Emily began her studies this year toward a major in interior architecture at Auburn University in Auburn, Alabama. She is the daughter of Elaine Littleton of Fairhope, Alabama. Wesley attends Columbia University in New York City, where he is studying mechanical engineering. He is the son of Glenn and Renee Davis of Mobile, Alabama. The Thompson Holdings Scholarship was established to encourage and assist talented young people who are interested in the technical specialties that are employed by the Thompson Holdings companies, Thompson Engineering and Watermark Design Group.

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Education Environmental and cultural resources preservation Health and social welfare Civic and community development Arts and recreation

The Foundation will consider requests for grants ranging from $50 to $20,000. Typical requests are for amounts of $2000 or less. Grant applications must meet the majority of the following guidelines:

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The request addresses needs in at least one of the fields of services above. There is potential for permanent, enduring benefits that will provide value to the community. The benefit can be extended or duplicated in other communities. The organization and the project demonstrate sound fiscal management and accountability. The organization attracts multiple sources of support for the project. The request addresses underserved segments of the population. Diverse groups are supporting and/or collaborating on the project to achieve common goals.

Restrictions, limitations and grant application guidelines are further outlined on the Thompson Holdings Foundation Metapoint site.

Recipients of Grants in 2009
Trinity Lutheran School Ronald McDonald House of Mobile Autism Society of America Heritage Junior Women’s Club Mobile Association for the Blind Spanish Fort Elementary PTA Big Brothers Big Sisters Care House Drug Education Council L’Arche Mobile Inc. Penelope House Project Cate Foundation The Mustard Seed Alabama Press Assoc. Journalism Fdn. March of Dimes Foundation Fairhope Educational Enrichment Fdn. Mobile Touchdown Club Muscular Dystrophy Association Foundation for Public Broadcasting Goodwill Easter Seals Mary O’Keefe Cultural Center of Arts & Education Arthritis Foundation South Alabama Camp Rap-A-Hope Children’s Advocacy Center of Hamilton Co. United Methodist Inner City Mission Victory Health Partners Team Focus Mississippi Summer Transportation Institute Alabama School of Math and Science Dauphin Island Sea Lab Foundation
Wesley Blake Davis, (center) a graduate of Davidson High School, with Chad Brown (L) and Henry Seawell (R) of Thompson Holdings, Inc. Emily Littleton, (center) a graduate of Fairhope High School, with Chad Brown (L) and Henry Seawell (R) of Thompson Holdings, Inc.

Employee Name: _____________________________________________________ Project Name: _______________________________________________________ Employee Number: ____________________________ Name: _______________________________________ Address: _____________________________________ City:____________ State: ________ Zip: ___________ Organization for Which Funds are Requested Name: ______________________________________________________________ Mailing Address: _____________________________________________________ Phone: ______________________________________________________________ FAX: _______________________________________________________________ Contact Person: ______________________________________________________ Web Site: ____________________________________________________________

Please choose one or both of the following for allocation of your pledge amount.

501(c)(3) Status: Yes ____

No ____

$___________ $___________

Scholarship Fund Thompson Holdings Foundation

Amount Requested: ___________________________________________________ Other Sources of Funding: _____________________________________________

Date Funds are Needed: ______________________________________________ Purpose and Importance of Project: ____________________________________________________________________ ____________________________________________________________________ ____________________________________________________________________ ____________________________________________________________________ 1 payment (make check payable to the Thompson Holdings Inc. Foundation) 1 payment (deducted from payroll) 26 payments or remaining payrolls left in 2010 (deducted from payroll) Volunteer Information (length of time employee has been involved with this organization, what you’ve done to help, etc.): ____________________________________________________________________ ____________________________________________________________________ Signature: ____________________________________ ____________________________________________________________________ ____________________________________________________________________ ____________________________________________________________________ ____________________________________________________________________
Contribution is tax deductible to the extent provided by the law. The foundation is approved by the internal Revenue Service as a publicly supported organization under Section 209 (a)(1) and (170)(b)(1)(A)(VI).

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The Thompson Holdings Foundation was founded in 2004 to support efforts to improve the quality of life in the communities served by the Thompson Holdings, lnc. companies by investing in organizations, programs, and activities that strengthen our social framework, education, and sense of community.

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