Estate of Ann H. Brookshire, Deceased, Harvey B. King, Independent Executor - Page 4

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          purchase decedent’s common stock in Brookshire was triggered only           
          if decedent’s estate exercised the option to sell the stock, and            
          Brookshire’s purchase obligation was limited to the number of               
          shares that (under the same book-value-based formula as set forth           
          in the buy-sell agreements) would reflect a total purchase price            
          of no more than $7,844,233.  This amount corresponded with the              
          total amount of life insurance that Brookshire carried on the               
          life of decedent.                                                           
               The purpose of the stock-purchase agreement was to ensure              
          that decedent’s estate would have funds available to pay Federal            
          estate and State inheritance taxes relating to the Brookshire               
          common stock owned by decedent’s estate.                                    
               Under similar stock-purchase agreements entered into with a            
          number of other members of the Brookshire family, Brookshire also           
          was obligated, upon their death, to purchase from their estates             
          the number of shares of Brookshire common stock that corresponded           
          to the amount of life insurance Brookshire carried on their                 
          respective lives.                                                           
               On the date of decedent’s death, in addition to a chain of             
          grocery stores, Brookshire owned the following:  (1) Two food and           
          merchandise distribution centers that supplied approximately 80             
          percent of the products sold in Brookshire stores; (2) two bakery           
          plants; (3) a milk processing plant; and (4) a photo processing             
          center.                                                                     





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