O. D. McKee and Estate of Anna Ruth McKee, Deceased, R. Ellsworth McKee and Jack C. McKee, Co-Executors - Page 5

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          administration expenses).  However, upon the closing of the                 
          initial offer received from an executor, the Company was required           
          to pay in cash only that portion of the purchase price which did            
          not exceed the sum of:  (1) Nondeferable Federal estate tax, (2)            
          one-tenth of the deferred estate tax which could have been paid             
          in installments pursuant to section 6166, (3) State inheritance             
          taxes, and (4) administrative expenses incurred as of the closing           
          date.  The balance of the purchase price, if any, was to be paid            
          by delivery of a promissory note payable in nine equal annual               
          installments beginning on the first anniversary of the closing              
          date.                                                                       
               On July 31, 1986, the stock restriction agreements were                
          modified by a document entitled "Amendment to Shareholders'                 
          Agreement and Voting Stock Agreement".  These amendments did not            
          alter the terms of either the class B buy-sell agreement or the             
          voting stock buy-sell agreement that dealt with the obligations             
          of the Company and the stock transfer procedure triggered by the            
          death of a shareholder.                                                     
               On August 23, 1988, the Company redeemed 1,960 shares of               
          decedent's class B nonvoting stock for $7,340,200 cash.  In                 
          August 1988, the Company also declared a 99 for 1 stock dividend            
          on class B nonvoting shares.                                                
               On September 27, 1988, decedent executed her last will and             
          testament, which was drafted by her attorney.  Article IV of                
          decedent's will set out specific sources of funds for the payment           




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