Wagner Construction, Inc. - Page 56




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               5.  Prevailing Rates of Compensation for Comparable                    
          Positions in Comparable Companies                                           
               In deciding whether compensation is reasonable, we compare             
          it to compensation paid to persons holding comparable positions             
          in comparable companies.  See Rutter v. Commissioner, supra at              
          1271; Mayson Manufacturing Co. v. Commissioner, supra at 119.               
               Petitioner and respondent rely on their experts' reports and           
          testimony with respect to this factor.  We are not persuaded by             
          any of the experts.                                                         
               Dr. Lacey's report does not provide any data or opinion as             
          to the amount of compensation that would be reasonable for                  
          petitioner to pay to Dennis or Curtis.  Respondent uses the                 
          compensation amounts Mr. Katz concluded were reasonable.  Those             
          amounts, however, do not take into account the valuable stock               
          options received by executives of the publicly traded companies.            
          We think that those amounts are less than the amounts that Dennis           
          or Curtis would expect to be paid or that an independent investor           
          would agree to pay for their services.                                      
               By contrast, the amounts calculated by Mr. Reilly for Dennis           
          exceed the amounts paid by other companies for four full-time               
          executives, and they are excessive.                                         
               On the basis of their value to petitioner's business, we               
          find that an independent investor would agree to pay Dennis, as             
          CEO, the highest amount of reasonable compensation for a CEO and            
          Curtis, as COO, the highest amount of reasonable compensation for           





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