Estate of Frazier Jelke III, Deceased, Wachovia Bank, N.A., f.k.a. First Union National Bank, Personal Representative - Page 31

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          similar to those of non-guaranteed-payout comparables; and (3)              
          the companies without guaranteed dividend payouts, on average,              
          outperformed CCC in the short term (3-month and 1-year returns).            
          Mr. Frazier compared CCC to the upper quartile of companies                 
          (Morgan Grenfell and Central Securities), noting that the average           
          discount rate was 18.3 percent and the performance was as                   
          follows:                                                                    
          3 Months  1 year  3 years  5 years                                          
               Upper quartile       28.1%    34.7%   16.2%    21.9%                   
               CCC                   6.0     17.8    25.1     22.9                    

          In the final analysis, Mr. Frazier concluded that a hypothetical            
          buyer would seek a lack-of-control discount of 25 percent, which            
          comprised 20 percent on the basis of the comparables he selected            
          and an additional 5 percent because of other less significant               
          dissimilarities with CCC.                                                   
               In contrast, Mr. Shaked applied a 5-percent discount for               
          lack of control.  His analysis began with an average discount               
          (8.61 percent) for closed-end funds that he obtained from an                
          article in the Journal of Economics.  Mr. Shaked considered CCC             
          a well-managed holding company with a diversified portfolio of              
          marketable securities.  Accordingly, he believed that management            
          decisions, which are more critical in certain types of operating            
          companies, were less relevant and that a hypothetical buyer/                
          investor of CCC stock would be less concerned about lack of                 
          control.  It was also Mr. Shaked’s view that an investor in CCC,            
          much like investors of mutual funds, would prefer not to have               





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