Viewing page 21 of 116

This transcription has been completed. Contact us with corrections.

- 20 -

without any question. They are the profits and losses which normally flow from such transactions. The fact that the agreement is subject to Board approval does not appear to justify a different approach. It would be unreasonable to use hindsight and conclude that subsequent economic changes should render consideration insufficient if such consideration were fair and reasonable at the time the parties negotiated the agreement at arm's length. Accordingly, for purposes of determining whether the consideration herein is fair and reasonable, the conditions to be considered will be those which existed at the time Eastern submitted the offer to Colonial.

The consideration to be paid by Eastern for Colonial's assets is Eastern's stock. At the time of the contract it had a specific value. For the month prior to the date Eastern submitted its offer the average selling price was $37.15 per share. Nothing in the record indicates that this value would declined on the market with the increase of the additional shares. In fact, subsequent selling prices indicate the contrary.  Accordingly, it must be concluded the value of the consideration which Eastern would pay under the agreement would be 260,300 shares of its stock at the market value of $37.15 per share or $9,670,145.

Having concluded that Eastern would issue to Colonial stock worth $9,670,145 it remains to be determined the value of Colonial's assets which would be taken over by Eastern.