Estate of George C. Blount, Deceased, Fred B. Aftergut, Executor - Page 14

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          1981 Agreement provided that the purchase price of decedent’s               
          shares would have been equal to their book value as of January              
          31, 1996 (as opposed to the figure contained in Pro Forma 15), or           
          approximately $7.6 million, were he to die before February 1,               
               In contrast to the 1981 Agreement, the 1996 Agreement was              
          one page in length and addressed only the purchase and sale of              
          decedent’s BCC shares at his death.  The operative section was              
          entitled “Purchase Upon Death”, similar to the section covering             
          redemptions in the 1981 Agreement, and the language and                     
          organization of that section tracked the corresponding section              
          found in the 1981 Agreement.  The section covered the obligation            
          to buy and sell, the purchase price, and the payment terms.                 
               Unlike the 1981 Agreement, which contained a formula for               
          adjusting the purchase price over time and allowed for payment of           
          the purchase price in installments, the 1996 Agreement set a                
          fixed purchase price of $4 million, without any provision for               
          future adjustment, to be paid in one lump sum.                              

               9 This figure is calculated by dividing BCC’s book value of            
          $9,135,506, as of Jan. 31, 1996, by the 51,772 shares outstanding           
          as of November 1996 to derive a per-share value of $176.46, and             
          then multiplying that figure by decedent’s 43,080 shares.  Had              
          the 1981 Agreement not been modified when decedent died in                  
          September 1997 (i.e., after Jan. 31, 1997, but before Feb. 1,               
          1998), BCC’s book value as of Jan. 31, 1997, would have been used           
          to determine the purchase price of his shares.                              

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