Estate of Marie A. Bies - Page 5

                                                - 5 -                                                  
            and Loretta as well as to Albert and Gregory.  Shares were                                 
            transferred to Gayle even though she told the Bieses that she did                          
            not want to be in the funeral home business.                                               
                  Beginning in 1985, and each year until her death, decedent                           
            transferred shares of MBI stock to Albert, Gayle, Gregory, and                             
            Loretta.  Beginning in 1991, and each year until her death,                                
            decedent transferred shares of MBI stock to James and his wife                             
            Cheryl.  Each transfer was to an individual, and each transfer                             
            was the number of shares or fraction of a share calculated by Mr.                          
            Grayson to be equal in value to $10,000.                                                   
                  The procedure was the same for each of the 27 transfers at                           
            issue:  Mr. Grayson would prepare the certificates to transfer                             
            MBI shares to Albert, Gayle, Gregory, and Loretta, and at the                              
            same time, he would prepare the certificates for the shares                                
            transferred from Gayle to Albert, and from Loretta to Gregory.                             
            After Mr. Grayson had prepared all transfer documents, he would                            
            deliver them to the funeral home for endorsement.  Albert, as                              
            president of MBI, endorsed all the certificates before delivery                            
            to the donees, including the shares that would be issued to                                
            Albert and Gregory once Gayle and Loretta endorsed the                                     
            certificates for transfer.  Gayle and Loretta transferred the                              
            shares received from decedent to their husbands upon receipt.2                             

                  2The stock transfers from Gayle and Loretta to Albert and                            
            Gregory, respectively, were dated the day after decedent's                                 

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Last modified: May 25, 2011