Estate of Helen Bolton Jameson, Deceased, Northern Trust Bank of Texas N.A., Independent Executor - Page 3

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          Jameson, Jr. (John), who died on May 24, 1990, also as a resident           
          of Texas.  Decedent was survived by two children, Andrew B.                 
          Jameson (Andrew), born in 1949, and Dinah B. Jameson (Dinah),               
          born in 1952.                                                               
               At the time of her death, decedent owned that portion of the           
          82,865 shares of common stock in Johnco held by John at his death           
          which had not been bequeathed by John to Andrew.  The value and             
          number of shares of stock included in decedent's estate is the              
          basis of the present controversy.                                           
          II. Johnco                                                                  
               Johnco was incorporated in Texas in 1968 by John.  Upon                
          Johnco's formation, John transferred to it the following:  (1) A            
          one-third interest in Jameson, Lord & Jameson (JLJ), a                      
          partnership owned by John and his two siblings; (2) an undivided            
          one-third interest in 11,415 acres of timberland in Evangeline              
          Parish, Louisiana; and (3) an undivided one-third interest in               
          5,090 acres of timberland in Rapides Parish, Louisiana.  In 1986,           
          JLJ was dissolved and the foregoing real property interests were            
          divided among the partners.  As a consequence, Johnco acquired              
          5,405 acres of timberland in Evangeline Parish, Louisiana (the              
          Timber Property).                                                           
               A.   The Timber Property                                               
               At the time of decedent's death, Johnco's principal asset              
          was the Timber Property.  Johnco also owned some unimproved land            
          in Tanglewood, a residential section of Harris County, Texas,               
          near Houston (Harris County Real Estate), as well as cash and               


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