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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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