Estate of Helen Bolton Jameson, Deceased, Northern Trust Bank of Texas N.A., Independent Executor - Page 9

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          stock that were not apportioned to Andrew under Article VI of               
          John's will.  Thus, at the time of her death, decedent's interest           
          in Johnco stock consisted of the 82,865 shares held by John at              
          his death, less however many shares were required to fund                   
          Andrew's share of the unified credit bequest.                               
               Decedent was named the initial executrix of John's estate              
          and served in that capacity until her death.  As executrix,                 
          decedent timely filed an estate tax return Form 706, Estate (and            
          Generation Skipping Transfer) Tax Return, for John's estate,                
          reporting a value of $7,192,967 ($86.80 per share) for the Johnco           
          stock passing through his estate.  At the time of her death,                
          decedent had not yet funded the unified credit bequest to Andrew            
          and had not obtained an independent appraisal of the Johnco                 
          stock.                                                                      
               B. Number of Shares and Value Reported on Decedent's                   
          Form 706                                                                    
               Following decedent’s death, in addition to serving as                  
          independent executor of the Estate, Northern Trust was appointed            
          successor independent administrator of John’s estate.  In                   
          December 1992, at the request of Northern Trust, Clyde Buck of              
          Rauscher Pierce Refsnes, Inc. (RPR), a Dallas, Texas, investment            
          banking firm, performed two appraisals of Johnco stock:  (1) The            
          value of decedent's Johnco stock on her date of death (Decedent             
          Appraisal); and (2) the value of the Johnco stock held by John on           
          his date of death (John Appraisal).  The record in this case                
          contains the Decedent Appraisal but not the John Appraisal.  The            



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