Estate of Marie A. Bies - Page 7




                                                - 7 -                                                  
            The Donees’ Buy/Sell Agreements                                                            
                  On January 10, 1986, Albert and Gregory, each in                                     
            anticipation of acquiring "through gift and/or inheritance" 50                             
            percent of the shares of MBI, entered into an agreement with MBI                           
            (the 1986 agreement), which provided in part that MBI would                                
            obtain insurance on each of their lives and upon the death of                              
            either shareholder, the estate of the deceased shareholder must                            
            sell and MBI must purchase all of the deceased shareholder's MBI                           
            shares.                                                                                    
                  The agreement also provided that in the event that at the                            
            time MBI was required to purchase the deceased shareholder's                               
            stock, MBI had insufficient surplus to fulfill its obligation,                             
            the entire available surplus could be used to purchase a portion                           
            of the deceased shareholder's MBI shares, and the remaining                                
            shareholder and MBI were required to take other action necessary                           
            for the redemption of the shares not purchased.                                            
                  In 1991, Albert, Gregory, and James entered into an                                  
            agreement with MBI (the 1991 agreement), identical in relevant                             
            part to the 1986 agreement, except that all three collectively                             
            anticipated they would become the "sole Stockholders" of MBI                               
            through gifts and/or inheritance and that MBI would obtain                                 
            insurance on each of their lives.                                                          
                  Upon the death of Gregory in 1996, Loretta inherited the                             
            69.25 shares of MBI stock that Gregory owned at the time of his                            






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