Mississippi State University Alumni, Inc. - Page 15

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          contacted Brown about the alumnus' complaint and wrote the                  
          alumnus a letter to maintain good will with him.                            
               Andrews and some of the other supervisors shared several               
          assistants who worked for petitioner.  The record does not                  
          suggest that the assistants worked on the credit card program.              
               Grafton prepared budgets for petitioner with categories for            
          various expenses.  He had no budget category for the affinity               
          credit card program.  Petitioner paid Andrews $22,000 during her            
          first year.  She was petitioner's associate director at the time            
          of trial.                                                                   
          G.   1991 Agreement                                                         
               Petitioner and PB&T signed a replacement affinity credit               
          card agreement in February 1991 (1991 agreement).  It made two              
          changes to the 1987 agreement:  (1) It provided a procedure for             
          PB&T to transfer member accounts and receivables to another bank            
          if petitioner or PB&T did not want to renew the agreement, and              
          (2) it said the payments from PB&T to petitioner were royalties.            
               Andrews contacted several universities to seek ideas and               
          suggestions relating to an addendum to the 1991 contract.                   
          H.   Sale of Olympic Coins                                                  
               Universal Coins, a Canadian business, contacted PB&T to ask            
          if PB&T would like to participate in an Olympic coin program.               
          Universal Coins offered to pay PB&T to insert material promoting            
          the Olympic coin program in credit card statements.  On April 26,           
          1991, Brown wrote Andrews a letter in which he described the                




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