Estate of Thomas A. Fleming, Deceased, Cathy J. Hirt, Independent Successor Executrix - Page 5

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          decedent's owning 100 percent of the stock of TA&T Finance.4                
          Although Mr. Young and decedent were not related, Mr. Young had             
          previously worked for decedent.  In calculating the price for Mr.           
          Young's 50-percent stock interest in TA&T Finance, the parties to           
          the Young transaction added to the book value of that company a             
          premium of 23 percent of the trade notes receivable that were               
          held by TA&T Finance at the time of that transaction.                       
               In the B&W El Paso transaction, an unidentified individual             
          who was not related to decedent purchased during 1989 decedent's            
          100-percent stock interest in B&W El Paso.  In calculating the              
          price for decedent's 100-percent stock interest in B&W El Paso,             
          the parties to the B&W El Paso transaction added to the book                
          value of that company a premium of 15 percent of the trade notes            
          receivable that were held by B&W El Paso at the time of that                
          transaction.                                                                
               In the FNFS transaction, FNFS purchased during 1991 dece-              
          dent's respective 100-percent stock interests in B&W Brownsville,           
          B&W Harlingen, B&W Mission, B&W Austin, and B&W Finance.  At the            
          time of that transaction, FNFS was a holding company owned                  
          equally by David Harwood (Mr. Harwood) and Wayne McKinney, who              
          were not related.  Mr. Harwood, who was not related to decedent,            
          negotiated on behalf of FNFS in the FNFS transaction.  In calcu-            

          4  Sometime after decedent's death, B&W Longview merged into TA&T           
          Finance, and, around May 1992, Ms. Hirt became president of that            
          corporation.                                                                




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