Estate of Theodore R. Thompson, Deceased, Betsy T. Turner, Executrix - Page 9




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          Betsy’s family, and the Thompson Partnership and R. P. Thompson             
          Corp. (Thompson Corp.) for Robert’s family.  The Turner Partnership         
          and Turner Corp. were to be established under the laws of                   
          Pennsylvania, where Betsy resided, and the Thompson Partnership and         
          Thompson Corp. were to be established under the laws of Colorado,           
          where Robert lived.                                                         
               In implementing the Fortress Plan, Mr. Cheleden prepared the           
          partnership and shareholder agreements for the Turner Partnership           
          and Turner Corp., the Pennsylvania entities.  Because Mr. Cheleden          
          was not licensed outside of Pennsylvania, he arranged for the               
          partnership and shareholder agreements for the Thompson Partnership         
          and Thompson Corp. to be prepared by Frederick Meyer, an attorney           
          licensed to practice in Colorado.                                           
               B.   Formation of the Turner Partnership and Turner Corp.              
               On April 21, 1993, Turner Corp. and the Turner Partnership             
          were formed under the laws of Pennsylvania. Articles of                     
          incorporation for Turner Corp. and a certificate of limited                 
          partnership for the Turner Partnership were filed with the                  
          Department of State of the Commonwealth of Pennsylvania.  The               
          registered office and place of business of both Turner entities was         
          Woodside Farm, Kennett Square, Pennsylvania.  Woodside Farm was the         
          residence of Betsy and George.                                              
               Stock certificates were issued to decedent (490 shares), Betsy         
          (245 shares), George (245 shares), and National Foundation, Inc.            






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