Shedco, Inc. - Page 2

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          and trust qualify under sections 401 and 501 for plan year ended            
          September 19, 1987, and for subsequent years.                               
                                  FINDINGS OF FACT                                    
               Some of the facts have been stipulated and are so found.               
          The stipulated facts and accompanying exhibits are incorporated             
          into our findings by this reference.                                        
          Background                                                                  
               Petitioner was incorporated in Arizona on December 16, 1976.           
          When it filed the petition, petitioner's principal place of                 
          business was in Sedona, Arizona.                                            
               All of petitioner's stock is, and always has been, owned by            
          James N. Shedd (Mr. Shedd) and Jean Phelps Shedd (Mrs. Shedd)               
          (hereinafter collectively referred to as the Shedds).  Mr. Shedd            
          is, and at all relevant time has been, vice president and                   
          secretary of petitioner.  Mrs. Shedd is, and at all relevant                
          times has been, president of petitioner.                                    
          Mr. Shedd                                                                   
               Mr. Shedd received a bachelor of arts degree from Park                 
          College in Missouri during 1943.  During 1952, he began a career            
          in banking as a loan officer trainee for First National Bank of             
          Arizona (First National).  From 1958 through 1962, Mr. Shedd took           
          courses in banking through night classes offered by the American            
          Institute of Banking.  Additionally, he attended a 2-week course            
          each year during 1961 through 1963 offered by Pacific Coast Bank            
          School in Seattle, Washington.                                              



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