Charles E. and Noel K. Bradley - Page 23

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          mutual releases were required by paragraph 6c of the Settlement             
          Term Sheet, as many settlements of this kind include similar                
          provisions as standard practice.  Mr. Bradley’s attorney, Mr.               
          Conner, testified that the issue of a general release was not               
          resolved until the subsequent Implementing Agreement was                    
          executed.                                                                   
               In a memorandum dated June 30, 1995, to Mike Dougherty (Mr.            
          Dougherty), a tax attorney, Scott Junkin (Mr. Junkin), counsel              
          for petitioner, expressed petitioner’s desire to structure the              
          Oralco/Ormet payout such that a portion would be nontaxable.  In            
          his memorandum, Mr. Junkin informed Mr. Dougherty:                          
               CEB wants to know if there is any way to structure the                 
               settlement so that a portion of the ORALCO payments are                
               non-taxable.  He mentioned allocating a portion of the                 
               settlement to the share repurchase and a portion to                    
               dropping his claims under the law suit.  I expressed                   
               skepticism about whether any portion could be non-                     
               taxable, but I will defer to you on that.  CEB may be                  
               thinking of some analogy to the non-taxability of                      
               settlement payments for pain and suffering in a                        
               negligence suit.                                                       
               On the same day petitioner signed the Settlement Term Sheet,           
          through correspondence with his attorney, he sought to confirm              
          his desire that a portion of the Ormet settlement would be                  
          treated as nontaxable for Federal income tax purposes.                      
          Petitioner expressed his expectations in a letter to Mr.                    
          Dougherty dated August 8, 1995, that $12 million would be                   
          received “for settlement of litigation on a personal injury                 
          basis”.  By letter dated August 14, 1995, petitioner asked his              





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