Estate of Frank M. DiSanto, Deceased, Roxanne DiSanto Tinnell, Byrnadette DiSanto, and Frank DiSanto, Coexecutors - Page 8




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          E.   Checks That Did Not Clear Mrs. DiSanto’s Bank Before She               
               Died                                                                   
               The following checks were written on Mrs. DiSanto’s Wachovia           
          Bank & Trust account before she died:                                       
          Check     Date of        Date                                               
          no.       check          paid      Amount    Payee                          
          792       May 13, 1993   June 4    $2,500    Jon McCallum                   
          796       May 24, 1993   June 4    1,500     Cash                           
          851       June 2, 1993   June 4    10,000    Mary Heitman                   
          852       June 2, 1993   June 4    10,000    Lisa Melchioni                 
          853       June 2, 1993   June 4    10,000    Lewis Dorman, III              
          854       June 2, 1993   June 4    10,000    Lewis Dorman, IV               
          855       June 2, 1993   June 4    10,000    Eleanor Dorman                 
          856       June 2, 1993   June 4    2,500     Jean Sain                      
          860       June 3, 1993   June 11   2,500     Cash                           
          861       June 3, 1993   June 11   5,000     William Paul Austin            
               Mrs. DiSanto signed check Nos. 792 and 796.  Roxanne DiSanto           
          Tinnell, who had Mrs. DiSanto's power of attorney, signed the               
          others.  A payee endorsed each check.  Wachovia Bank & Trust did            
          not pay any of these checks before Mrs. DiSanto died.                       
          F.   The Estate Tax Returns                                                 
               The Valuation Division of the Charlotte, North Carolina,               
          office of Deloitte & Touche prepared the estate tax returns in              
          issue.  Clifford Braly III (Braly), reviewed and signed the                 
          estate tax returns as preparer.                                             
               Deloitte & Touche appraised the assets held by Mr. DiSanto's           
          estate.  Deloitte & Touche concluded that the fair market value             
          of Mr. DiSanto's 186,177 shares of MD&F stock was $4,803,728                
          ($25.80 per share) as of November 26, 1992.                                 







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