Estate of George C. Blount, Deceased, Fred B. Aftergut, Executor - Page 11

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          issued a note to Mr. Jennings’s estate for $1 million to fund the           
          V.   1996 Agreement and Redemption of Decedent’s BCC Shares                 
               As a result of Mr. Jennings’s death and the subsequent                 
          redemption of his shares in September 1996, decedent’s 43,080 BCC           
          shares became a controlling interest in the company, constituting           
          83.2 percent of the outstanding shares.  The ESOP held the                  
          remaining 8,692 outstanding shares.  After Mr. Jennings’s death,            
          decedent was the sole member of BCC’s board of directors, and               
          decedent and BCC were the only remaining signatories to the 1981            
               In October 1996, decedent discovered he had cancer.  After             
          consulting several doctors, decedent came to understand he was              
          gravely ill, and the available treatment options would only                 
          extend his life a short time, if at all.  One treatment option              
          involved a life-threatening surgical procedure.  Decedent began             
          to put his affairs in order.  Decedent had Mr. Truono prepare               
          additional “pro forma” analyses showing the impact on BCC of the            
          redemption of his shares at different prices.                               
               One such analysis, pro forma 15, prepared in early November            
          1996 (Pro Forma 15), analyzed the impact on BCC of a purchase of            
          decedent’s shares for $4 million.  Pro Forma 15 indicated that,             
          taking into account BCC’s receipt of approximately $3 million in            

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