Estate of Georgina T. Gimbel, Deceased, Janet G. Rogers, JoAnne M. Gimbel, and Thomas W. Gimbel, Co-Executors and Co-Trustees - Page 12

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          directors established the $19.35 per share repurchase price, but            
          trial testimony indicates that management took into account                 
          advice from DLJ to the effect that the Reliance stock repurchase            
          price should reflect a 10 to 15 percent discount from the trading           
          price of the stock.                                                         
               At the same meeting, in order to fund the authorized                   
          $50 million repurchase of Reliance stock from the estate, the               
          Reliance directors authorized, pending bank approval, increasing            
          Reliance’s existing credit line by $50 million -- from $200                 
          million to $250 million.                                                    
               On October 30, 2000, after receiving the $50 million                   
          increase to its credit line, Reliance privately repurchased 2.27            
          million shares of the estate’s Reliance stock at $19.35 per                 
          share, for a total price of $43,924,500.  The 2.27 million shares           
          repurchased by Reliance represent 63 percent of the estate’s                
          3,601,267 Reliance shares.                                                  

          Federal Estate Tax Return, Audit, and Valuation Reports                     
               On September 5, 2001, the estate’s Federal estate tax                  
          return was timely filed.                                                    
               In connection with the preparation of the above estate tax             
          return, the estate’s attorney retained Gregory Range (Range) to             
          value the estate’s Reliance shares.  In his report dated                    
          November 13, 2000, Range concluded that the value at which the              
          estate’s Reliance shares should be included in decedent’s gross             

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Last modified: May 25, 2011