Chief Industries, Inc. and Subsidiaries - Page 9

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          (Intermodal litigation), against petitioner, Thomas Hastings,               
          individually, and R. Eihusen, Linda M. Berney, Melvin Auch, and             
          Carolyn Loschen, as members of the board.  V. Eihusen alleged in            
          this lawsuit that the named board members had breached a                    
          fiduciary duty, and he prayed for the cancellation and rescission           
          of the Mid-Am purchase agreement and any stock issuance                     
          thereunder, or, alternatively, an order that petitioner issue               
          additional shares to V. Eihusen to restore his voting rights and            
          power to the same as it was before the acquisition of Mid-Am.               
          Other forms of relief V. Eihusen prayed for were various                    
          injunctions, attorney’s fees, and costs.                                    
          5.   Negotiations for Settlement                                            
               The board believed petitioner’s position to be strong in               
          both the ESOP litigation and the Intermodal litigation and                  
          vigorously denied any wrongdoing on the part of it and                      
          petitioner.  At the same time, the board appreciated the risks              
          involved in litigation and was mindful of the substantial time              
          and expense that petitioner needed to devote to this litigation.            
               In accordance with these considerations, petitioner and V.             
          Eihusen considered a settlement proposal on November 1, 1995                
          (November 1995 proposal), under which V. Eihusen would withdraw             
          his claims in the ESOP litigation and Intermodal litigation and             
          surrender all of his stock in petitioner.  Petitioner, R.                   
          Eihusen, and V. Eihusen amended that proposal on March 1, 1996.             






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