Estate of Lynn M. Rodgers, deceased, First National Bank of Commerce, Executor - Page 2




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          (Marrero Land or the Company).  We find that the fair market                
          value of that interest on that date is $4,316,920.                          
                                  FINDINGS OF FACT                                    
               Most of the facts have been stipulated and are so found.               
               On February 7, 1988 (the valuation date), decedent died                
          testate at the age of 90.  First National Bank of Commerce, the             
          executor of decedent's estate (executor), had its principal place           
          of business in New Orleans, Louisiana, at the time the petition             
          was filed.                                                                  
               At the time of his death, decedent owned, inter alia, an               
          interest in 166-2/3 shares of stock of Marrero Land.  That                  
          interest was represented by voting trust certificate No. one                
          (voting trust certificate) which was issued and governed by the             
          Rodgers-Barkley voting trust and which represented as of the                
          valuation date one-third of the outstanding stock of the Company.           
          (We shall refer to decedent's voting trust certificate for 166-             
          2/3 shares of the stock of Marrero Land as decedent's interest in           
          Marrero Land.)                                                              
               Marrero Land, which was incorporated under the laws of                 
          Louisiana on December 6, 1904, has been a closely held corpora-             
          tion engaged principally in the business of acquiring, develop-             
          ing, managing, improving, maintaining, leasing, and selling real            
          estate located principally within the greater New Orleans metro-            
          politan area.  Since its incorporation, Marrero Land has been               





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