Estate of Charles Porter Schutt, Deceased, Charles P. Schutt, Jr., and Henry I. Brown III, Co-Executors - Page 26

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          trust; and (5) decedent desired to retain final say on investment           
          decisions, although WTC could be permitted some involvement.                
               Shortly thereafter, on September 4, 1997, Mr. Sweeney met              
          with Mr. Howard and Ms. Hickok of WTC.  The following issues were           
          among those addressed at this conference.  (1) With respect to              
          the burden of capital gains tax on future asset sales, Mr. Howard           
          and Ms. Hickok clarified that the concern previously raised                 
          focused on precontribution gain, and they agreed that operative             
          partnership tax rules under section 704 resolved their concerns.            
          (2) In connection with fulfilling fiduciary duties, Mr. Howard              
          and Ms. Hickok indicated a desire to obtain consents from                   
          beneficiaries of various WTC trusts participating in the business           
          trust transaction.  (3) As to the investment company issue, the             
          participants discussed the stock concentrations within the                  
          relevant portfolios and broached as a topic for further research            
          whether contributing only DuPont stock to the business trust                
          could avoid the problem.  (4) Regarding the length of the trust’s           
          existence, the WTC representatives expressed interest in a 30- to           
          40-year term, while Mr. Sweeney suggested at least a 40- to 50-             
          year term.  (5) On the matter of investment decisions, Mr.                  
          Sweeney stressed that decedent wanted the trust structured so               
          that he would have the final vote and control, to which Mr.                 
          Howard and Ms. Hickok ultimately agreed so long as WTC had some             
          input.  (6) Lastly, as to WTC’s fees, Mr. Howard and Ms. Hickok             






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