William L. McCurley and Victoria J. McCurley, et al. - Page 4

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          would repay the balance outstanding on the loan in the event the            
          insured died.                                                               
               Southwestern Dealers Insurance Co. (SDI) was formed by a               
          group of automobile dealership owners whose dealerships issued              
          policies similar to those issued through Messrs. McCurley's and             
          Hall's dealerships.  In February of 1982, SDI was incorporated in           
          Grand Cayman under the laws of the Cayman Islands, British West             
          Indies.  Mr. McCurley became an SDI shareholder in 1982 and                 
          served as chairman of SDI's board of directors from that year               
          forward.  Mr. Hall became an SDI shareholder in 1984.  Prior to             
          becoming shareholders, Messrs. McCurley and Hall reviewed letters           
          prepared by Peat, Marwick, Mitchell & Co., outlining issues                 
          relating to the formation of SDI and the availability of                    
          interest-free loans.  The letter cautioned that adverse tax                 
          consequences would result if the loans were not bona fide loans.            
               SDI reinsured credit insurance policies issued through                 
          dealerships (i.e., the dealerships served as agents of the                  
          insurance companies) owned by SDI shareholders.  As described               
          below, reinsurance profits from policies attributable to a                  
          particular shareholder's dealership were then allocated to that             
          shareholder.  Seventy-five percent of the allocated profits was             
          readily accessible to the shareholder through interest-free                 
          loans.                                                                      
               SDI's articles of association (Articles) set forth the rules           
          governing the corporation.  They authorized the issuance of                 




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