Cameron W. Bommer Revocable Trust, Ronald Bommer, Trustee - Page 9

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          Marcella Bommer           10                                                
          Ronald Bommer              2                                                

          In November 1969, CamRon purchased 500 shares of Ferguson stock             
          for $50,000, and the ownership of Ferguson's stock remained                 
          unchanged through 1975.                                                     
               On November 17, 1967, Messrs. Klawitter, Westerhaus, and Fay           
          executed a Stock Retirement Agreement with Ferguson, the terms of           
          which were substantially similar to those contained in CamRon's             
          Stock Retirement Agreement.  On September 29, 1978, Messrs.                 
          Westerhaus and Klawitter each sold their shares in Ferguson to              
          the corporation at a price of $833.33 per share, which was in               
          excess of the price set forth in the Stock Retirement Agreement.            

          2. The CamVic Buy-Sell Agreement                                            

               On or after May 5, 1975,8 CamVic and its shareholders                  
          executed a Buy-Sell Agreement, which provided, in pertinent part,           
          as follows:                                                                 

                    WHEREAS, the Stockholders believe that certain                    
               restrictions upon the transfer of all the shares of the                
               Corporation as hereinafter provided will serve in the                  
               best interests of the Stockholders;                                    
               *     *     *     *    *    *    *                                     
                    1. No Stockholder will sell, exchange or otherwise                
               dispose of by gift or otherwise, except as hereinafter                 
               provided, any of the shares of the Corporation he now                  

               8Although executed at this time, the Buy-Sell Agreement was            
          dated Jan. 2, 1975.                                                         




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