Estate of Robert E. Cartwright, Deceased, Dorothy G. Cartwright, Executrix - Page 4

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          not consider its value.  This was done to give new shareholders             
          an incentive to stay with the firm and to produce business.                 
          Decedent and several other shareholders paid $1 per share.                  
          Shareholders who joined CSB after 1973 paid $13 and $15 per                 
          share.                                                                      
               CSB specialized in personal injury law.  CSB earned                    
          contingency fees based on the amount awarded to a client in each            
          case.  Under CSB's client contingency fee arrangement,2 the                 
          client paid fees only if money was obtained by settlement or a              
          judgment.  CSB advanced the out-of-pocket costs.  For cases                 
          settled before trial, CSB deducted costs and then took one-third            
          as attorney's fees and gave two-thirds to the client.  For cases            
          that went to trial, CSB deducted out-of-pocket costs, took 40               
          percent as attorney's fees, and gave 60 percent to the client.              
               CSB paid a salary to each associate and shareholder.  CSB              
          did not pay dividends.  Each year, CSB distributed any money not            
          needed for operating expenses as bonuses to the associates and              
          shareholders.  CSB's shareholders met to decide how much of the             
          profits each shareholder would receive.  CSB paid bonuses based             
          on each attorney's contribution to CSB.  There was no formula to            
          calculate each shareholder's bonus.  Compensation and bonuses               
          were not set based on how many shares each shareholder owned.               

               2 CSB calculated its contingency fees differently for                  
          medical malpractice cases than for other contingency fee cases.             





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