Philip T. and Mary Ellen Chaplin - Page 7

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          serving as trustees.  If the trades were not immediately                    
          approved, the members of the investment committee would consult             
          with other trustees.  If the investment committee objected to the           
          trade, the trade would not be placed even if the trustee of that            
          trust objected.                                                             
               In 1991, Mr. Rice told petitioner that the fiduciaries were            
          expected to follow the majority vote of the investment committee.           
          Petitioner objected to the recommendations of the investment                
          committee to the extent that he believed the recommendations were           
          not in the best interest of a trust of which he was fiduciary or            
          violated his fiduciary duty to exercise independent judgment.               
          This conflict led to the deterioration of the relationship                  
          between petitioner and RHB.                                                 
               In order to prevent the termination of the employment                  
          agreement, RHB compelled petitioner to obtain psychiatric                   
          counseling in April 1992.  RHB paid for the counseling sessions,            
          and it was up to Mr. Rice and the psychiatrist when the sessions            
          would end.  Ultimately, petitioner saw the psychiatrist twice a             
          week for 1-1/2 years.                                                       
               On November 17, 1994, Mr. Rice informed petitioner that RHB            
          would like to exercise the termination provision of the                     
          employment agreement and backdate the notice to November 1, 1994,           
          so that it would be effective December 31, 1994.  Instead, on               
          November 17, 1994, petitioner delivered a written notice to RHB             






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