Donald J. Janda - Page 9



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          sales of the privately owned Nebraska banks as a comparison, Mr.            
          Wahlgren arrived at a fair market value of $6,708,900 for the               
          Bank.  Mr. Wahlgren established the fair market value of the Bank           
          at 1.49 times greater than the historical book value of the                 
          stockholders’ equity and at 1.10 times greater than the adjusted            
          book value of the stockholders’ equity.                                     
               Having derived the fair market value of the Bank, Mr.                  
          Wahlgren proceeded to compute the fair market value of the                  
          Company on a net asset value basis.  After substituting the fair            
          market value of the 94.6-percent interest in the Bank                       
          ($6,346,619) for the adjusted book value of the 94.6-percent                
          interest in the Bank ($5,769,654) on the Company’s books and                
          subtracting the liabilities from the value of all the Company               
          assets, Mr. Wahlgren arrived at a $6,679,244 fair market value              
          for the Company.5  As there were 130,000 shares of stock                    
          outstanding, Mr. Wahlgren established that each share was worth             
          $51.38 before considering any discounts.  Mr. Wahlgren applied a            
          10-percent minority discount, which reduced the value of each               
          share to $46.24.                                                            
               Mr. Wahlgren then applied a 65.77-percent discount for lack            
          of marketability using the Quantitative Marketability Discount              
          Model (the QMDM model) proposed by Z. Christopher Mercer in his             



               5  The Company had other minor assets besides the 94.6-                
          percent interest in the Bank.  For example, on its books, the               
          Company listed approximately $290,000 in marketable securities              
          and $40,000 in notes receivable.                                            




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