Estate of Robert E. Cartwright, Deceased, Dorothy G. Cartwright, Executrix - Page 7

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               In 1987, shareholder Lowell Sucherman (Sucherman) left CSB.            
          Under the 1973 agreement, CSB owed Sucherman $233,698 for his               
          share of CSB's retained earnings when he left the firm plus the             
          amount he paid for his stock.  CSB offset what it owed Sucherman            
          under the 1973 agreement by the costs it advanced on cases that             
          he took with him and paid him $185,000 (about $46 per share).               
          Sucherman agreed to pay CSB 25 percent of the net fees he                   
          recovered on any of the cases he took with him.                             
          D.   The 1988 Amendment Providing Payment for Decedent's Interest           
               in CSB Upon His Death                                                  
               The shareholders amended the 1973 agreement on January 4,              
          1988.  The 1988 amendment applied only to decedent.                         
               Decedent's interest in CSB consisted of stock and claims to            
          fees earned on cases he brought to CSB.  Under the 1973                     
          agreement, CSB would have owed a large amount to decedent's                 
          estate because decedent had brought more than one-half of the               
          pending cases to CSB when he died.  Decedent wanted to amend the            
          1973 agreement in 1988 to provide enough funds to maintain his              
          widow's standard of living and to make it easier for CSB to                 
          survive his departure.                                                      
               Under the 1988 amendment, CSB bought two life insurance                
          policies on decedent's life from Prudential Insurance Co. of                
          America (Prudential).  Each policy paid a $2,500,000 death                  
          benefit.  CSB paid monthly premiums of $10,000 to $11,000 for               
          the two policies.  CSB owned and was the beneficiary under the              




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