Herbert V. Kohler, Jr., et al. - Page 10

                                        -10-                                          
          international markets at the time and economists’ predictions of            
          either slow growth or a decline in the United States economy.               
          Indeed, Herbert was aware of excesses creeping into the market              
          and knew the company’s international investments were not doing             
          well.                                                                       
          The Reorganization                                                          
               In early 1998, Kohler family members, various charities                
          established by Kohler family members, and trusts for the benefit            
          of Kohler family members held most of the shares of Kohler stock.           
          Outside shareholders, however, held about 4 percent of the Kohler           
          stock in March 1998.  The Kohler family and management wanted to            
          keep the company as privately owned as possible and remove the              
          outside shareholders.  The family and management also wanted to             
          facilitate estate planning for Kohler family members and allow              
          later generations a vote on company matters.  In addition, the              
          family and management wanted to resolve control and ownership               
          questions and ensure that Kohler was ready for future generations           
          of the family to take control when the time came.  The family and           
          management considered various options and decided a                         
          reorganization would best meet the company’s needs.                         
               Kohler initially retained the Dorsey and Whitney law firm to           
          assist in the reorganization in early 1996.  The reorganization             
          was finally completed and became effective on May 11, 1998.  The            
          reorganization replaced the old shares of Kohler common stock               






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