Estate of George C. Blount, Deceased, Fred B. Aftergut, Executor - Page 10

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          share values were used when the ESOP purchased BCC shares and               
          when the BCC stock of ESOP participants was redeemed.  BVS                  
          concluded that the value of 100 percent of BCC stock was                    
          $8,041,126 ($86.73/share) as of January 31, 1996, and $8,491,321            
          ($164.01/share) as of January 31, 1997.4                                    
          IV. Life Insurance and the Death of Mr. Jennings                            
               As part of succession planning, BCC obtained life insurance            
          of approximately $3 million each on the lives of decedent and Mr.           
          Jennings.  Decedent also had BCC’s controller, Mr. Truono,                  
          prepare “pro forma” financial analyses showing the impact on BCC            
          of the redemption of his and Mr. Jennings’s shares at different             
          prices and under various assumptions.  Mr. Jennings died on                 
          January 13, 1996, and BCC received $3,046,823 in life insurance             
          proceeds.  BCC redeemed Mr. Jennings’s shares in September 1996             
          for $2,990,791, the price being based on BCC’s book value of                
          approximately $6.4 million at the preceding fiscal yearend, as              
          required in the 1981 Agreement.5  BCC used $1,990,791 in cash and           

               4 Mr. Jennings died on Jan. 13, 1996, and his 43,080 shares            
          were redeemed pursuant to the 1981 Agreement, see infra Pt. IV,             
          on Sept. 4, 1996.  The substantial difference in per-share value            
          between the 1996 and 1997 BVS valuations reflects the redemption            
          of Mr. Jennings’s shares that occurred between the two                      
               5 Mr. Truono calculated BCC’s book value as of the preceding           
          fiscal yearend (Jan. 31, 1995) and the resulting price for Mr.              
          Jennings’s shares.                                                          

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