Estate of Frederick Carl Gloeckner, Deceased, Joseph A. Simone, and Douglas Dillon, Co-Executors - Page 7

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          redemption price to the estate in a lump sum, either in cash or             
          by certified check.  With respect to the optional redemption and            
          the right of first refusal, the company could either:  (1) Pay              
          the entire purchase price in cash or by certified check, or                 
          (2) pay the purchase price in equal, semi-annual payments over a            
          period not to exceed 5 years.                                               
          The 1987 Will                                                               
               In 1987, simultaneously with entering into the 1987                    
          redemption agreement, decedent executed a new will (the 1987                
          will).  Decedent wished his kin to receive the assets of his                
          estate other than his shares in the company.  He did not wish his           
          kin to bear any portion of either the taxes on his estate or the            
          expenses of administering the estate.  He wished Simone to                  
          receive his common shares in the company.  The provisions of the            
          1987 will are consistent with decedent’s wishes.  In particular,            
          with respect to Simone, one provision of the 1987 will provides             
          that decedent’s shares of stock in the company that are not                 
          redeemed pursuant to the 1987 redemption agreement pass to                  
          Simone.  By another provision of the 1987 will, decedent                    
          bequeaths $40,000 to Simone.                                                
          The 1987 Gift                                                               
               Simultaneously with decedent’s execution of the 1987 will,             
          he gave Simone 20 shares of common stock in the company, which              
          represented a .4-percent ownership interest in the company.                 
          The 1988 Sale                                                               




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