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policies. The 1988 amendment stated that the amount of the life
insurance proceeds equaled the value of decedent's stock and any
claims on behalf of decedent for cases or work in process. It
also stated that payment of the insurance proceeds extinguished
any claims that decedent or his estate might make against CSB for
his interest in CSB and work in process.4
E. Decedent's Death
Decedent died on June 30, 1988. No other CSB shareholder
had died or retired before decedent. Decedent lived in
4 The 1988 amendment provides in part:
4.c. In the event of the death of Robert E.
Cartwright, the proceeds of said policies payable to
the Corporation will be exclusively used to purchase
and acquire from the estate and heirs of Robert E.
Cartwright all of Mr. Cartwright's stock in the
Corporation together with any claim to any cases or
work in process that may otherwise be made on behalf
of Robert E. Cartwright. In this regard, the
Corporation agrees to buy all of said stock and
Robert E. Cartwright agrees to sell it. The value of
said stock and claim in said cases and work in process
is hereby fixed as the amount of proceeds of said life
insurance policies. Any amounts owed to Mr. Cartwright
for unpaid salary or expenses will be additionally paid
or reimbursed to his Estate;
* * * * * * *
4.e. All payments from said life insurance proceeds
when received shall be deposited in a trust account
established for the sole purpose of consummating said
purchase and will forthwith be paid to the Estate of
Robert E. Cartwright and will constitute full and
complete compensation to Robert E. Cartwright, his
Estate and heirs of any and all interest in the
Corporation and work in process and would therefore,
upon payment of such insurance proceeds, extinguish
such claims;
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