Estate of Howard Gilman, Deceased, Bernard D. Bergreen and Natalie Moody, Executors - Page 6

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          officer of Gilman Paper Co. and Gilman Building Products in June            
          1998.  Bergreen and Moody wanted Davis to help revive the Gilman            
          businesses.  Davis was paid $1.5 million in 1998, $1.2 million in           
          1999, and $1.2 million in 2000.                                             
          C.   Decedent’s Will                                                        
               Article 10 of decedent’s will provides that his executors              
          were not to receive executor’s fees or commissions, but that they           
          would continue to receive compensation from Gilman Paper Co. or             
          Gilman Investment Co. (GIC) as they had when decedent was alive.            
          Decedent directed that Gilman Paper Co. be sold.  Article 12 of             
          decedent’s will provides:                                                   
               if the * * * [Gilman Paper Co.] is sold by my executors                
               while Bernard D. Bergreen is acting as an executor,                    
               Bernard D. Bergreen, P.C. shall be entitled to                         
               compensation for services rendered in connection with                  
               such sale * * *.                                                       
               Article 13 of decedent’s will provides that the executors              
          may decide whether receipts were income or principal and whether            
          expenses were paid from income or principal.  Article 8 provides            
          that the foundation was to receive the residue of the estate                
          after payment of estate taxes and administration expenses.                  
          D.   Administration of Decedent’s Estate in 1998-99                         
               1.   Loans, Payment of Expenses, Bequests, and Estate Taxes            
               The executors paid estate administration expenses including            
          more than $150,000 for funeral expenses and perpetual care and              
          more than $4 million in legal fees.  The executors also paid 26             

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