Brewer Quality Homes, Inc. - Page 9

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          D.  Compensation Practices                                                  
               1.  General                                                            
               Petitioner did not maintain a written salary policy or bonus           
          plan for its employees.  To attract “top-notch” people it paid              
          compensation that was equivalent to or greater than the                     
          compensation paid by other mobile home retailers.  Since its                
          incorporation, petitioner has paid all the cost of health                   
          insurance for all its employees.  It has also provided paid sick            
          and vacation leave for all its employees, except Jack (and,                 
          presumably, Mary).  Although petitioner established a profit-               
          sharing plan with Commercial National Bank in January of 1985,              
          the plan was terminated in late 1987.  In addition, petitioner’s            
          resolution on February 5, 1996, to adopt a 401(k) retirement plan           
          was aborted on February 7, 1997, because of excessive                       
          administrative costs.                                                       
               Table 2 sets forth the compensation petitioner paid to its             
          key employees, other than Jack, for 1994, 1995, and 1996.                   

















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