Estate of George C. Blount, Deceased, Fred B. Aftergut, Executor - Page 13

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               On November 11, 1996, decedent and BCC executed an agreement           
          entitled “Shareholders Agreement” (the 1996 Agreement), with                
          decedent signing in his individual capacity and on behalf of BCC            
          as its president.  Mr. Truono attested decedent’s signature.  The           
          1996 Agreement required BCC to buy, and decedent’s estate to                
          sell, decedent’s BCC shares for $4 million; i.e., the maximum               
          price Mr. Truono believed BCC could pay in cash, taking into                
          account BCC’s receipt of approximately $3 million in life                   
          insurance proceeds from the policy on decedent’s life.  The next            
          day decedent executed a codicil to his will.  Decedent did not              
          consult an attorney regarding the 1996 Agreement.                           
               Given his review of Mr. Truono’s Pro Forma 15, decedent was            
          aware when he signed the 1996 Agreement setting the price for his           
          shares as $4 million ($92.85/share) that the most recent BVS                
          appraisal had valued BCC at approximately $8 million                        
          ($155.32/share), suggesting that decedent’s shares had a fair               
          market value of approximately $6.7 million.  Decedent was further           
          aware that Mr. Truono had computed BCC’s book value to be                   
          approximately $9 million, suggesting that decedent’s BCC shares             
          had a book value of approximately $7.5 million.  The unmodified             

          1996 BVS appraisal), since 51,772 outstanding shares at a total             
          book value of $9,135,506 would yield a per-share value of                   
          $176.46.  Instead, the figure used in Pro Forma 15 appears to be            
          a mid-year estimate of BCC’s per-share book value.                          

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