Estate of Richard R. Simplot - Page 60




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               Mr. Matthews then ascertained the appropriate discounts.               
          Considering both potential swing vote characteristics and the risks         
          associated with decedent's 23.55-percent block of voting shares,            
          he determined that a 15-percent discount should be applied for              
          minority interest and lack of marketability.  However, because the          
          right of first refusal materially adversely affected the value of           
          decedent's class A voting shares, Mr. Matthews determined that an           
          additional discount of 35 to 40 percent was appropriate. Applying           
          these discounts cumulatively Mr. Matthews arrived at a combined             
          range of 45 to 49 percent for the class A voting shares.                    
               With regard to the class B nonvoting stock, Mr. Matthews               
          determined a 35-percent discount for lack of marketability. In              
          reaching this conclusion, he considered J.R. Simplot Co.'s size,            
          the industries in which it participated, and the fact that the              
          shares were not publicly traded.  (Mr. Matthews observed that to            
          the extent J.R. Simplot Co.'s valuation is based on the market              
          prices of shares of publicly traded comparable companies, the               
          discount for minority interest would be implicitly subsumed in the          
          valuation because publicly traded shares are minority interests.)           
               The following chart summarizes Mr. Matthews' analysis and              
          determinations (using a 6-percent voting rights premium of the              
          equity value of J.R. Simplot Co.):                                          








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