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section 280G(b)(2)(A)(i), as that meaning has been clarified in
the legislative history of the statute. Petitioner’s
construction, by contrast, would contravene the meaning intended
by Congress. As noted, the legislative history provides that a
payment is to be deemed contingent on a change in control if the
payment “would not in fact have been made to the disqualified
individual had no change in ownership or control occurred”, H.
Rept. 98-861, supra at 851, 1984-3 C.B. (Vol. 2) at 105; in sum,
Congress intended a factual “but for” test. Respondent’s
construction of “pursuant to”, which interprets it as conveying a
factual, causal nexus rather than legal or contractual necessity,
accords with the legislative history. Petitioner’s construction,
which would find the “pursuant to” relationship to exist between
pre- and post-control-change agreements only where the former
legally required the latter, produces a far narrower construction
of “contingent on a change in * * * control” than Congress
intended. We therefore reject it. Thus, section 1.280G-1, A-23,
Proposed Income Tax Regs., supra, is no help to petitioner.
Absent section 1.280G-1, Q&A-23, Proposed Income Tax Regs.,
supra, we think respondent easily prevails in his claim that the
Retention Payments and the disputed 1991 SRP Benefits were
contingent on a change in control within the meaning of section
280G. Both this Court and the Court of Appeals for the Seventh
Circuit, to which appeal of this case would ordinarily lie, have
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