Estate of Howard Gilman, Deceased, Bernard D. Bergreen and Natalie Moody, Executors - Page 22

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               We conclude that Bergreen is not entitled to compensation by           
          the estate.  Thus, it was not necessary for the estate to borrow            
          funds to compensate him.                                                    
                    c.   Whether Davis’s Compensation Was an Obligation of            
                         the Estate                                                   
               The estate contends that Davis’s $5 million compensation is            
          an administration expense because Bergreen and Moody, acting in             
          their capacity as executors, hired Davis to manage Gilman Paper             
          Co. and to help Bergreen sell the Gilman assets, and that his               
          work for the GIC businesses benefited the estate.  We disagree.             
               Bergreen and Moody were officers of GIC (as well as                    
          executors of the estate) when they hired Davis to help revive the           
          Gilman businesses.  Davis was rehired to serve as chief operating           
          officer of Gilman Paper Co. and Gilman Building Products in June            
          1998.  The foundation’s compensation committee approved                     
          Bergreen’s and Moody’s request to pay Davis $5 million for his              
          return from retirement and his turnaround and sale of the Gilman            
          Paper Co.  Davis was paid $1.5 million in 1998, and $1.2 million            
          in 1999 and 2000.  It appears from the foundation compensation              
          committee report that those payments were not part of the $5                
          million that Bergreen and Moody offered him and that the                    
          compensation committee in October 2001 recommended that he be               
          paid.  The accounting prepared by the estate as of February 28,             
          2003, does not show that the estate made those payments.  It                
          appears that Bergreen and Moody hired Davis in their capacity as            

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