Philip T. and Mary Ellen Chaplin - Page 8

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          that, pursuant to section 7 of the employment agreement, he was             
          terminating the employment agreement.  On November 22, 1994, RHB            
          delivered a written notice to petitioner that, pursuant to                  
          sections 1 and 7 of the employment agreement, RHB was terminating           
          the employment agreement for cause.  Petitioner immediately                 
          turned over his office keys and RHB credit card and left the                
          office.  When petitioner returned to gather his belongings, he              
          was supervised by another fiduciary who had to approve what                 
          petitioner took from the office.                                            
               When he left RHB, petitioner took with him the trust                   
          accounts for which he served as the sole trustee.  Petitioner               
          also took with him trust accounts for which he served as a                  
          cotrustee where the other cotrustee determined that it was                  
          appropriate to resign.  Petitioner resigned from the remainder of           
          the trust accounts for which he served as a cotrustee.                      
               In January 1995, petitioner began working at Woodstock Corp.           
          On October 4, 1999, petitioner joined Foster, Dykema, Cabot & Co.           
          (FDC) as its vice president and portfolio manager.  As he had               
          done at RHB, petitioner remitted all trustee’s fees to FDC, and             
          FDC paid petitioner a salary.  Petitioner worked at FDC during              
          2001.                                                                       
               On November 21, 1997, petitioner filed suit against RHB in             
          the U.S. District Court for the District of Massachusetts,                  
          alleging various Federal and State claims.  In 1999, the District           






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