Will M. McEuen III and Tracy L. McEuen - Page 5

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          statement that "The Associate is responsible for the quality of             
          the work produced by Analysts under their supervision."                     
               Financial analysts and associates were not, however, always            
          assigned to all of the same securities transactions.  Sometimes             
          the work of the team was distributed so that an analyst would               
          work only with a vice president or managing director on a                   
          transaction without the involvement of an associate.  At James,             
          both analysts and associates received health insurance benefits             
          and section 401(k) benefits.                                                
               While petitioner was working at James, she was accepted at             
          the Kellogg School of Management at Northwestern University                 
          (Kellogg).  Petitioner concluded that it was impractical for her            
          to pursue an M.B.A. while she was employed because of the long              
          hours an analyst is required to work.  Petitioner resigned her              
          position at James in June of 1996 to attend Kellogg.                        
               While at Kellogg, petitioner, an exceptional student,                  
          majored in marketing, "organizational behavior", and finance.               
          She received her master of management degree in June of 1998.               
          During the period of 1996 through 1998, the master of management            
          degree at Kellogg was the equivalent of the master of business              
          administration degree at other institutions.                                
               After her graduation from Kellogg, petitioner did not return           
          to an investment banking firm as an analyst or associate.                   
          Petitioner was hired by Spring Industries in September of 1998.             






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