Estate of William G. Adams, Jr. Deceased, George W. Saenger, Executor - Page 5




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          manager and president of WSA in 1994.  In 1995, his duties                  
          included maintaining WSA’s relationship with MCC and the retail             
          agents in western North Carolina.  He has performed all of the              
          management functions for WSA since 1995.                                    
               Gelder has no written employment contract or noncompete                
          agreement with WSA.  WSA had no other employee who could replace            
          Gelder in 1995.  Gelder’s compensation and dividends from WSA for           
          1991-95 were as follows:                                                    
                         1991    1992    1993    1994    1995                         
               Wages     $234,700 $258,100 $299,600 $381,200 $381,465                 
               Dividends   76,614    83,581   84,247  108,889  167,239                
               Total     311,314  341,681  383,847  490,089  548,704                  
                    c.  Julia Adams Slipher                                           
               Julia Adams Slipher (Slipher) is decedent’s daughter.                  
          Slipher began working for WSA in 1977 as an assistant bookkeeper.           
          She later began underwriting personal lines of insurance, and she           
          was responsible for underwriting property insurance coverage for            
          commercial middle markets (not otherwise described in the record)           
          in 1995.  Slipher could not have done Gelder’s job in 1995.                 
               3.   Officers and Employees                                            
               On September 28, 1995, WSA’s officers were Gelder                      
          (president), Slipher (vice president and secretary), and decedent           
          (treasurer).  On that date, WSA had 16 employees in addition to             
          Gelder, Slipher, and decedent.                                              








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