Estate of William H. Kaiser, Deceased, William R. Kaiser and Robert B. Kaiser, Co-Executors, Successor in Interest to Kaiser Family Corporation and Margaret G. Kaiser Qualified Terminable Interest T - Page 3

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                  Kaiser Agency, Inc. (Kaiser), was an independent insurance                          
            agency and was incorporated under New York law in 1958.  William                          
            H. Kaiser was Kaiser's sole shareholder until he died on November                         
            8, 1992.  From that date until the corporation was dissolved on                           
            or about September 30, 1993, Mr. Kaiser's estate was Kaiser's                             
            sole shareholder.                                                                         
                  Kaiser marketed insurance policies underwritten by several                          
            large insurance underwriters and performed three primary                                  
            services.  First, it issued new policies to insurance purchasers.                         
            In issuing new policies, a Kaiser representative would meet with                          
            the prospective insured to discuss his or her insurance needs.                            
            Based on those needs and the prices offered on suitable policies,                         
            Kaiser would recommend a policy.  Upon issuing the policy, Kaiser                         
            would collect the initial premium from the insured and issue the                          
            policy from its office.  Policies were printed on forms provided                          
            by the underwriters and were subject to the underwriters'                                 
            specifications.  The issuance of a policy by Kaiser generally                             
            bound the underwriter to the terms of the policy.                                         
                  Second, Kaiser made changes to existing policies when                               
            required.  For example, if an insured sold his car and bought                             
            another, the agent would review the policy on the car and make                            
            the necessary changes.                                                                    
                  Third, Kaiser renewed policies for insureds.  The policies                          
            Kaiser marketed generally expired and had to be renewed                                   
            periodically.  Between 45 and 60 days prior to a policy's renewal                         




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