OIV

Gilbert E. Matthews
Chairman of the Board and Senior Managing Director
Sutter Securities Incorporated


Mr. Matthews has more than 50 years of experience in investment banking, having worked with a wide variety of clients in mergers, acquisitions and divestitures, friendly and unfriendly tender offers, public and private offerings of securities, recapitalizations,
bankruptcy and other financial restructurings, and international transactions. He has testified on valuation and investment banking issues in numerous Federal and state courts.

Mr' Matthews joined Sutter Securities lncorporated in San Francisco as a Senior Managing Director in December L995 and became Chairman in December 1997. From L960 through L995, Mr. Matthews was with Bear Stearns in New York. He was a Senior Managing Director of Bear, Stearns & Co. lnc. and was a general partner of its predecessor partnership, Bear, Stearns & Co. He was in the Corporate Finance Department from 1967 through 1995 and a security analyst from 1960 through 1967. From 1970 through 1995, he was Chairman of Bear Stearns' Valuation Committee, which was responsible for all opinions and valuations issued by the firm.

Mr. Matthews has testified as an expert witness with respect to investment banking practice, corporate valuation, fairness, and other issues in numerous Federal and state courts and before regulatory agencies.

Mr. Matthews received an A.B. from Harvard and an M.B.A. from Columbia, and is a Chartered Financial Analyst (CFA). He has spoken on fairness opinions, valuations, and related matters before numerous professional groups, including the American Society of
Appraisers, the American Bar Association Continuing Legal Education, the New york City Bar Association, the American Electronics Association, The American College of Trust and
Estate Counsel, the Canadian lnstitute of Chartered Business Valuators, and Organismo Italíano di Valutazione.

Mr' Matthews has written several book chapters and articles on fairness opinions, corporate valuations, and litigation relating to valuations. He is on the editorial boards of Business Valuation Review, published by the American Society of Appraisers, and Business Valuotion Update, published by Business Valuation Resources, and was a member of the Fairness Opinions Working Group of the lnternational Valuation Standards Council.

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