Pabst Brewing Company - Page 15

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          and supporting a new HBC tender offer.  Pursuant to the                     
          Settlement Agreement, the members of the Jacobs Group agreed to             
          cease their participation in the Second JMSL Offer and HBC agreed           
          to terminate the First HBC Offer and to commence a new tender               
          offer for petitioner's shares at $29 per share.  The Settlement             
          Agreement also provided that the members of the Jacobs Group                
          would tender their approximately 1.14 million shares of                     
          petitioner (Jacobs Group Shares) into a second HBC offer (Second            
          HBC Offer).  The Settlement Agreement further provided that the             
          Jacobs Group granted to petitioner an option to purchase all of             
          the Jacobs Group Shares not purchased in the Second HBC Offer or            
          sold by the Jacobs Group prior to the exercise of the option.               
          The option had to be exercised during certain option periods, but           
          in no event later than June 30, 1983.  Petitioner never exercised           
          the option or otherwise repurchased any shares from the Jacobs              

               5 The Settlement Agreement contained several other                     
          provisions.  For example, the Jacobs Group agreed that none of              
          its members (nor an affiliate of any member) would offer to                 
          purchase or otherwise acquire any shares of petitioner, HBC,                
          Olympia, or any affiliate or successor to those corporations, for           
          a period of 5 years.  The parties to the Settlement Agreement               
          also agreed to take all steps necessary to terminate with                   
          prejudice most of the litigation pending between them.  As long             
          as no Jacobs Group Shares were withdrawn from the Second HBC                
          Offer, the Jacobs Group was entitled under the Settlement                   
          Agreement to a cash payment of $7.5 million for its legal and               
          related expenses, with the cost to be split equally between                 
          Heileman and petitioner.                                                    

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