Estate of George C. Blount, Deceased, Fred B. Aftergut, Executor - Page 39

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          death, decedent, by virtue of his control of BCC, could (and did)           
          unilaterally modify the 1981 Agreement.                                     
               Decedent did not obtain the consent of the remaining BCC               
          shareholder, i.e., the ESOP, in connection with the modification            
          of the 1981 Agreement, demonstrating that decedent, BCC, and the            
          estate in its arguments herein took the position that the consent           
          of only decedent and BCC was required.  Because no other                    
          shareholder had to consent to a modification of the 1981                    
          Agreement (original or modified), unlike the circumstances in               
          Estate of True v. Commissioner, supra, control over the                     
          corporation here gave decedent the unilateral ability to modify             
          the 1981 Agreement.  Thus, consistent with Bommer Revocable Trust           
          v. Commissioner, supra, the restrictions in the Modified 1981               
          Agreement were not binding on decedent during his life.                     
          Accordingly, the Modified 1981 Agreement is disregarded for                 
          purposes of determining the value of the BCC shares held by                 
          decedent at death.                                                          
               C.   Section 2703                                                      
               Even if the Modified 1981 Agreement satisfied the binding-             
          during-life requirement, the agreement would nonetheless be                 
          disregarded under section 2703.                                             

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Last modified: May 25, 2011