Donald J. Janda - Page 16



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          believes that bank stocks are more marketable than other types of           
          stock.  We therefore are unable to accept his recommendation.               
          The Court’s Valuation                                                       
               We recognize that the Company is a small bank holding entity           
          operating only one bank in a rural Nebraska community.  The                 
          Company has limited growth opportunities because the Bank has a             
          small defined market.  Furthermore, the Company is capitalized              
          with common stock not publicly traded and not easily sold                   
          privately.                                                                  
               We believe that a hypothetical seller and purchaser of the             
          common stock would take into account that any subsequent sale of            
          the common stock would require a private sale by the owner of the           
          stock, a public offering by the Company, or a complete                      
          acquisition of the Company.  Any of those three options could               
          take an extended time period and involve significant transaction            
          costs.  Furthermore, we also believe that most of the concerns              
          regarding lack of marketability relate to the lack of control               
          associated with any transferred block of stock.  Accordingly, we            
          apply a discount of 40 percent both for lack of control and                 
          marketability to the prediscount fair market value of the Company           
          stock as determined by petitioners’ expert.  We therefore hold              
          that on the date of the transfers, the value of each transferred            
          block of stock was $211,186.7                                               
               We have considered all of the arguments raised by the                  


               7  ($51.38 per share x .60) x 6,850 shares.                            




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