Estate of William G. Adams, Jr. Deceased, George W. Saenger, Executor - Page 6




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               4.   Stock Holdings on September 28, 1995                              
               On September 28, 1995, decedent, Gelder, and Slipher owned             
          WSA’s stock as follows:                                                     
                                                            Percentage                
          Shareholder              No. of shares             of total                 
          William G. Adams, Jr.         178                 61.59                     
          Robert B. Gelder, Jr.         105                 36.33                     
          Julia Adams Slipher           6                     2.08                    
          Total                    289                      100.00                    
               5.   Zurich Insurance Group’s Purchase of MCC                          
               The Zurich Insurance Group (Zurich) purchased MCC in the               
          late 1980s.  Zurich considered implementing a “service center”              
          concept for MCC, which would have caused WSA to lose underwriting           
          authority, eliminated the need for WSA to serve as an MGA or as a           
          retail agency, and eliminated the work done with WSA by the                 
          independent agents throughout western North Carolina.  WSA                  
          opposed imposition of the service center concept in the 17                  
          counties which it serviced, and Zurich eventually abandoned the             
          concept.  Through considerable effort, Gelder maintained and                
          improved WSA’s relationship with Zurich.                                    
               6.   Pending Litigation                                                
               The North Carolina Rate Bureau represents insurance                    
          companies before the Insurance Commissioner of North Carolina.              
          In 1994, the Rate Bureau commenced litigation with the Insurance            
          Commissioner which potentially affected WSA.  If the Rate Bureau            
          had prevailed, WSA would have been required to pay about $407,000           






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