Wagner Construction, Inc. - Page 10




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          construction projects.  Curtis was petitioner's most skilled                
          equipment operator.  He operated the largest heavy equipment                
          daily and recommended maintenance policies.  He recommended and             
          assisted with petitioner's equipment purchase decisions.                    
          Curtis supervised petitioner's winter logging operations.  Since            
          1985, Boise Cascade Corp. has awarded numerous logging contracts            
          to petitioner.  These contracts were the direct result of Curtis'           
          effective management and supervision of the logging operation.              
               Curtis devoted all his work activity to petitioner and                 
          worked long hours, 6 or 7 days a week.                                      
          E.  Salaries, Bonuses, and Profit-Sharing Contributions Paid by             
          Petitioner to Dennis and Curtis                                             
               From 1986 to 1996, petitioner paid annual salaries, bonuses,           
          and profit-sharing contributions to Dennis and Curtis as                    
          follows:2                                                                   









               2These amounts were stipulated by the parties as being paid            
          during the "taxable" year.  Petitioner reported all amounts paid            
          to Dennis and Curtis as compensation during the calendar years              
          1985 through 1996 on Forms W-2, Wage and Tax Statement.  The                
          stipulated amounts vary slightly from the amounts reported on the           
          Forms W-2 as paid during the calendar year but vary in much                 
          greater amounts than reported on petitioner's Federal income tax            
          returns as compensation paid to officers during the taxable                 
          (fiscal) year.                                                              





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