O. D. McKee and Estate of Anna Ruth McKee, Deceased, R. Ellsworth McKee and Jack C. McKee, Co-Executors - Page 6

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          of debts, expenses, and taxes, and a priority for the use of each           
          source of funds in the payment of decedent's estate obligations.            
          Specifically, article IV of decedent's will provides that                   
          decedent's assets should be used in the following priority:                 
          (1) Property disclaimed by decedent's spouse, (2) assets that               
          would have passed to decedent's spouse under articles V and IX of           
          decedent's will, (3) decedent's class B nonvoting Company shares            
          (article VIII assets), (4) decedent's limited partnership                   
          interests,1 and (5) decedent's class E voting Company shares                
          (article VII assets).  Decedent incorporated into paragraph 3.1             
          of her will the provision of Tenn. Code Ann. sec. 35-50-110,                
          (repl. vol. 1984), which gave her executors broad powers,                   
          including the power to obtain loans.  Decedent's will does not              
          mention the stock restriction agreements, nor does it mention               
          section 6166.                                                               
               On January 15 and September 28, 1988, decedent made gifts of           
          a total of 151,036 shares of class B stock and 1,080 shares of              
          class E Stock, incurring a gift tax for 1988 of $5,212,646.24.              
          Decedent's spouse also made gifts of a total of 151,036 shares of           
          class B stock and 1,080 shares of class E stock on the same                 
          dates.  Decedent's total gift tax liability was increased by her            
          election to split these gifts with her spouse.                              


               1Article VI of decedent's will addressed decedent's limited            
          partnership interests, which the parties treated as worthless as            
          of the date of decedent's death.                                            




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