Portfolio 62-2nd: ESOPs in Corporate Transactions

Wks. 1 Trustee Retention Letter (with Fee Schedule and Indemnification Agreement Attached)

Wks. 2 Stock Purchase Agreement by and among ABC CORPORATION, ______________, ______________, as Selling Stockholders and the ABC CORPORATION EMPLOYEE STOCK OWNERSHIP TRUST ____________________________________________ [Date]

Wks. 3 ESOP Loan and Pledge Agreement Between ABC Corporation and ABC Corporation Employee Stock Ownership Trust

Wks. 4 ESOP Note

Wks. 5 Opinion of Counsel to Trustee

Wks. 6 Opinion of Counsel to Company

Wks. 7 Opinion of Financial Advisor to Trustee

Wks. 8 Consent to Application of §§4978 and 4979a of the Internal Revenue Code of 1986, as Amended

Wks. 9 Statement of Election

Wks. 10 Statement of Purchase