Estate of George C. Blount, Deceased, Fred B. Aftergut, Executor - Page 15

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               Despite the similarities in structure and language, the 1996           
          Agreement made no reference to the 1981 Agreement.  The 1996                
          Agreement did not contain a provision restricting lifetime                  
          transfers or contain any other provision similar to those in the            
          1981 Agreement, such as required endorsements on stock                      
          certificates, the choice of law, or a provision indicating that             
          the current agreement superseded all earlier agreements.  It                
          contained no requirement regarding the source of funds BCC was to           
          use to purchase decedent’s shares.  The only signatories to the             
          1996 Agreement were decedent and BCC.  The ESOP did not sign or             
          otherwise consent to the 1996 Agreement.                                    
              Decedent died on September 21, 1997.  Shortly after                    
          decedent’s death, BCC redeemed his shares for $4 million as                 
          required in the 1996 Agreement, using the entire proceeds of                
          $3,146,134 from his life insurance policy along with additional             
          cash on hand.  After the redemption of decedent’s shares, the               
          ESOP owned 100 percent of the stock of BCC.                                 
          VI. Estate’s Return                                                         
               The estate timely filed its Form 706, United States Estate             
          (and Generation-Skipping Transfer) Tax Return, reporting the                
          value of decedent’s 43,080 shares of BCC stock as of the                    
          valuation date at $4 million, the purchase price set forth in the           
          1996 Agreement.  In a notice of deficiency, respondent determined           

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