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Charles Thayer

Chairman, Chartwell Capital Ltd.

Thayer is Chairman and Managing Director of Chartwell Capital Ltd., a private investment firm providing specialized advisory services to the board of directors and executive management of banks, corporations and institutional investors. Thayer was appointed to the Board of Directors of MainSource Financial Group (NASDAQ: MSFG) and MainSource Bank in July 2011. MainSource is a $2.9 billion banking institution with 83 branch locations located in Indiana, Illinois, Ohio and Kentucky. He was named Chairman of the American Association of Bank Directors in 2007. The AABD is the national non-profit organization dedicated to serving the information, education and advocacy needs of financial institution directors. The National Association of Corporate Directors (NACD) invited Thayer to be a founding board member of NACD Florida in 2005. Thayer has been awarded the Certificate of Director Education by the NACD Corporate Directors Institute. He joined the board of the Louisville Development Bancorp in 1997. LCB’s shareholders include Kentucky’s major banks and corporations and LCB’s banking subsidiary (Metro Bank) is dedicated to job creation and home ownership in the Louisville metro area. Thayer has served on the Board of Trustees of the national Cystic Fibrosis Foundation, Washington, DC, since 1980. He currently serves as Treasurer of the Foundation and served as Chairman of the Foundation's investment committee from 1993 to 2011 and as Chairman of Cystic Fibrosis Services, Inc., the Foundation's national mail order pharmacy, from 1994 to 2004. Republic Bank, one of Florida's largest independent commercial banks, elected Thayer to the Board of Directors in October 1999 and to the Board of Republic Bancshares, Inc., St. Petersburg, Florida (NASDAQ) in May 2000. Republic was acquired by BB&T Corporation in 2004 and Thayer served on the board of BB&T Bank (Florida) until July 2006. CogenAmerica (NASDAQ), an independent power producer headquartered in Minneapolis, Minnesota, elected Thayer to its Board of Directors in April 1996. He served as a member of the Independent Directors Committee (IDC) until CogenAmerica's acquisition by Calpine Corporation in December 1999. The IDC was given full control of the acquisition process. Thayer served on the Board of Directors of Sunbeam Corporation (NYSE) from 1990 until 1997. In January 1993 he was elected Chairman/CEO of Sunbeam, providing interim management until the election of a new CEO in August 1993. John A. Byrne, Executive Editor of Business Week, described Thayer as Sunbeam’s “most knowledgeable director” in his book “Chainsaw”. Thayer had a twenty-year career in commercial banking prior to organizing Chartwell Capital in 1990. As Executive Vice President of PNC Financial (NYSE), Pittsburgh, he had management responsibility for finance, merger and acquisitions, investor relations, strategic planning, and he served as Chairman of PNC Securities Corp, PNC's capital markets subsidiary. Prior to its acquisition by PNC in 1986, Thayer served as Executive Vice President and Chief Financial Officer of Citizens Fidelity (NASDAQ), Kentucky's largest banking institution. Thayer is the author of “It Is What It Is” the book describing the recapitalization of AmericanWest Bank in 2010 and numerous articles for a variety of banking publications.