Estate of Catherine E. Dowell, Deceased, Patricia Low, Executrix - Page 7

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          stock purchase and the terms of the agreement.  Two stock                   
          certificates, each dated January 1, 1990, were issued.  One                 
          certificate for 75 shares was issued to decedent, and the other             
          for 25 shares was issued to her daughter.  Jan Seigel prepared              
          and issued Patricia Low's stock certificate, but it was not                 
          delivered to her.  A partial amortization schedule relating to              
          the agreement was prepared by William Grinwis, decedent's                   
          accountant, and given to Patricia Low.  The agreement also gave             
          decedent and her daughter the option to buy each other's agency             
          stock upon certain conditions, including the death of a party.              
               Patricia Low made the monthly payments called for in the               
          agreement until they were canceled.  One payment was made 10 days           
          late.  Decedent informed her daughter that if she was late with             
          another payment, decedent would cancel the agreement and tear up            
          the stock certificate issued to her daughter.                               
          First Codicil to the Last Will and Testament                                
               Decedent executed a codicil to her will on March 16, 1990.             
          The codicil states in part:                                                 
               I hereby amend Paragraph Third of my Last Will and                     
               Testament to provide as follows:  The sum of Three                     
               Thousand Seven-Hundred Fifty Dollars ($3,750.00) per                   
               month for a period of ten (10) years shall be paid to                  
               my husband, SIDNEY F. DOWELL.  In addition, he shall be                
               entitled to one-half (�) of the unpaid monthly payments                
               due me at the time of my death from my daughter,                       
               PATRICIA LOW, from the sale of Twenty-Five (25 %)                      
               Percent of the stock in Dowell Insurance Agency, Inc.                  
          The codicil was written to make two changes:  (1) To substitute             
          Sidney Dowell, decedent's husband, for Kenneth Dowell, decedent's           




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