Estate of Catherine E. Dowell, Deceased, Patricia Low, Executrix - Page 6

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          both were tenants.  They saw each other daily.  Decedent executed           
          her will on March 9, 1988.                                                  
               Although Jan Seigel prepared decedent's will and codicil,              
          decedent dictated the provisions concerning the devise of her               
          agency stock.  The terms in the will and codicil relating to the            
          agency were actually drafted by decedent; Jan Seigel simply                 
          copied decedent's language verbatim.  Decedent would bring legal            
          documents to Jan Seigel and say:  "This is what I want.  Do                 
          this."  Paragraph Third of the will states in part:  "I give,               
          devise and bequeath all of my stock * * * to my daughter,                   
          PATRICIA LOW, with the understanding that she will pay to my son,           
          KENNETH A. DOWELL, the sum of Five Thousand Dollars ($5,000.00)             
          per month for ten (10) years".3  Decedent's overriding intent               
          with respect to her children was that they be treated equally,              
          though she did not want her son to have any part of the agency.             
          The payments in the will, namely $5,000 per month for 10 years,             
          were intended to represent one-half of the value of the agency.             
          Buy-Sell Agreement                                                          
               On November 2, 1989, decedent entered into a written stock             
          purchase agreement (the agreement) in which she sold her daughter           
          25 percent of her agency stock on an installment basis for a                
          price of $2,500 per month for 10 years.  Jan Seigel represented             
          decedent in this transaction.  Decedent set the price of the                

               3  The father was substituted for the son in the codicil to            
          the will.                                                                   




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