Estate of Emerson Winkler, Deceased, Thomas Winkler and Darrell S. Winkler, Co-Executors, et al. - Page 10

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                            Emerson Winkler         25%                                
                            Elizabeth Winkler       25%                                
                            Thomas Winkler          10%                                
                            Charlotte Sutter        10%                                
                            Sharon Swartzendruber 10%                                  
                            Susan Litwiller         10%                                
                            Darrell Winkler         10%                                

                       4.  Death of a Partner.  In the event that                      
                  a partner should die, the partner's share of                         
                  partnership distributions shall be paid to his                       
                  or her estate.                                                       
                       5.  Binding Affect [sic].  This agreement                       
                  shall inure to the benefit of, and be binding                        
                  upon the parties hereto and their respective                         
                  heirs, legatees, administrators, executors, legal                    
                  representatives, successors and permitted                            
                  assigns.                                                             
                       6.  Amendments.  Amendments to this agree-                      
                  ment shall become effective only if in writing,                      
                  signed by all the partners.                                          

             Although the partnership agreement is dated March 4, 1989,                
             the agreement was not executed until March 8, 1989.                       
                  On March 10, 1989, the E & E Family Partnership                      
             claimed the proceeds of the Lotto drawing.  On or about                   
             March 16, 1989, the Illinois Department of the Lottery                    
             approved the E & E Family Partnership agreement and                       
             authorized payment of the proceeds to the partnership.  The               
             Winklers were the sole winners of the weekly grand prize of               
             $6,463,166, which was to be paid in 20 annual installments.               
                  On February 12, 1990, Mr. and Mrs. Winkler each filed                
             a United States Gift (and Generation-Skipping Transfer) Tax               





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