Estate of Pearl I. Amlie, Deceased, Rodney B. Amlie, Executor - Page 19

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          FABG agreed to pay more for decedent's stock in 1997 than it                
          offered to pay in connection with the 1994 Agreement was the                
          higher value it assigned to the Hill Rights in 1997.                        
               The agreement reached between the Rod Amlie Family and FABG            
          was effectuated by means of two written agreements: the 1997                
          Conservator Agreement (between the conservator and FABG) and the            
          1997 Rod Amlie Family Agreement (between the Rod Amlie Family and           
          FABG).  Under the 1997 Conservator Agreement, the conservator               
          agreed not to transfer decedent's FABG stock without the written            
          consent of FABG, and, acknowledging the assignment of decedent's            
          rights under the 1991 Agreement to the Rod Amlie Family pursuant            
          to the 1995 FSA, the parties agreed to mutually release each                
          other from any liability arising from the 1991 Agreement (which             
          conferred the Hill Rights).                                                 
               Under the 1997 Rod Amlie Family Agreement, the Rod Amlie               
          Family agreed to take all necessary steps to become the lawful              
          owners of all of decedent's FABG stock upon her death, and FABG             
          agreed to redeem thereafter the stock for $1,447,897.50; i.e.,              
          $217.50 per share plus 4 percent per year after February 28,                
          1998, compounded semiannually.  The 1997 Rod Amlie Family                   
          Agreement further provided that as part of the consideration for            
          the agreement, the parties mutually released each other from any            
          liability arising under the 1991 Agreement (which conferred the             
          Hill Rights).  Finally, the 1997 Rod Amlie Family Agreement was             






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