Andrew S. and Linda Hayworth Brenner - Page 7

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          Settlement Negotiations                                                     
               The settlement was achieved at two meetings (the settlement            
          meetings) involving petitioner and William Maitland, Nomura’s               
          chief legal officer.  The settlement meetings occurred around the           
          close of 1997.  At one of the settlement meetings, petitioner               
          offered to settle, telling Mr. Maitland that he would not take              
          anything less than $2 million.  He justified that sum to                    
          Mr. Maitland based on a bonus he thought due him, interest, legal           
          fees, and a charitable contribution he wished Nomura to make.  To           
          settle the arbitration proceeding, Mr. Maitland agreed that                 
          Nomura would pay petitioner $1.9 million and, on his behalf,                
          contribute $100,000 to charity (together, the settlement                    
          payment).  Petitioner agreed to end the arbitration proceeding.             
          Petitioner and Mr. Maitland did not discuss how the settlement              
          payment would be allocated among the claims made by petitioner.             
          Mr. Maitland did not intend any part of the settlement payment to           
          be for any particular claim that petitioner had made.  Petitioner           
          did not provide to Mr. Maitland any bills or invoices for legal             
          fees at either meeting.                                                     
          The Settlement Agreement                                                    
               On January 14, 1998, Nomura and petitioner executed a                  
          Settlement Agreement and General Release (the settlement                    
          agreement) by which the parties agreed to execute a stipulation             
          with respect to the arbitration proceeding that “all of the                 

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