The Brinson Company-Midwest, Inc., et al - Page 4

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          5 days following her employment termination, Brigitte filed a               
          motion seeking permanent alimony in Louisiana State court.                  
               Two months after their employment relationship ended,                  
          Brigitte and Michael entered into stock redemption and                      
          noncompetition agreements with Brinson.  Brigitte was 62 years              
          old at the time these agreements were executed.  The terms of the           
          stock redemption agreement called for Brinson to purchase the               
          entire stock interests of both Brigitte and Michael.  The terms             
          of the noncompetition agreement required Brinson to pay a                   
          specific amount annually to both Brigitte and Michael for a                 
          period of 10 years in exchange for their agreement not to compete           
          with Brinson for a period of 15 years.  By amendment, on April 3,           
          1986, this 15-year term was reduced to a 5-year term.                       
               In February 1986, after Brigitte and Brinson executed the              
          noncompetition and redemption agreements, Brigitte sought to have           
          her claim for permanent alimony dismissed.  On February 14, 1986,           
          an order was issued by a Louisiana State court granting her                 
          motion to dismiss.                                                          
               On January 27, 1987, 13 months after the execution of the              
          original noncompetition agreement, Brigitte died from cirrhosis             
          of the liver.  Brigitte was 63 years old at the time of her                 
          death.                                                                      
               Brinson amortized the noncompetition agreements and                    
          allocated a portion of the deductions to its subsidiaries,                  
          Brinson Company-Texas and Brinson Company-Midwest.  On their                




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