Donald J. Janda - Page 8



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               Next, Mr. Wahlgren correspondingly adjusted the historical             
          book value of the Company assets.  He especially concentrated on            
          the value of the Company’s 94.6-percent interest in the Bank,               
          which he computed on the basis of the adjusted book value of the            
          stockholders’ equity in the Bank.  The adjustments to the assets,           
          liabilities, and stockholders’ equity amounts on the Company’s              
          books are described below:                                                  

          Balance Sheet                                                               
              Items       Hist. BV    Adjustment   Adjusted BV                        
               Assets         $4,612,582   $1,502,081       $6,114,663                
               Liabilities    9,850          2,534      12,384                        
               Stockholders’                                                          
               equity         4,602,732      1,499,547   6,102,279                    

               After making adjustments to both the Company’s and the                 
          Bank’s books, Mr. Wahlgren decided to establish the fair market             
          value of the Company on a net asset value basis.  Because the               
          Company’s primary asset consisted of the 94.6-percent ownership             
          interest in the Bank (and there were minimal liabilities), Mr.              
          Wahlgren derived the value of the Company by primarily                      
          considering the Bank’s independent fair market value.                       
               In order to arrive at the fair market value of the Bank, Mr.           
          Wahlgren evaluated five factors which he had previously relied on           
          to compare privately owned Nebraska banks sold within 12 months             
          before or after November 1992:  (1) Bank size, (2) market served,           
          (3) historical growth of deposits, (4) loan portfolio quality,              
          and (5) profitability.  After considering the above factors (in             
          terms of the adjusted book values of the Bank) and using the                





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