Estate of George C. Blount, Deceased, Fred B. Aftergut, Executor - Page 9

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          this Agreement shall be valid unless it is in writing and signed            
          by all of the parties hereto.”  The 1981 Agreement did not define           
          “parties” or contain any mechanism for adding parties.                      
          III. ESOP                                                                   
               In 1992, BCC adopted the Blount Construction Co. Employee              
          Stock Ownership Plan (ESOP).3  BCC made annual cash contributions           
          to the ESOP, and the ESOP obtained shares of BCC stock either               
          from decedent and Mr. Jennings or from the company, making it a             
          third, minority shareholder.  According to the ESOP’s Summary               
          Plan Description, when plan participants retired or were                    
          otherwise entitled to obtain distributions, the ESOP was to                 
          distribute shares of BCC stock to them, and they had the right to           
          require BCC to purchase their shares at designated times.                   
               The ESOP participants were BCC employees, excluding decedent           
          and Mr. Jennings.  Decedent, Mr. Jennings, and Richard E. Lord (a           
          longtime employee) were the original trustees of the ESOP.  John            
          Truono, who served as BCC’s controller and corporate secretary,             
          replaced Mr. Jennings as a trustee as of February 1, 1996.                  
               Business Valuation Services, Inc. (BVS), performed an                  
          independent appraisal of BCC each year to establish the per-share           
          value of BCC stock to be used for ESOP transactions.  These per-            

               3 In 1995, BCC established the Blount Construction Co., Inc.           
          Employee Stock Ownership Plan/MMP.  In 1996, this plan was merged           
          into the ESOP.                                                              

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