Estate of George C. Blount, Deceased, Fred B. Aftergut, Executor - Page 45

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          the value of decedent’s 43,080 BCC shares suggests that those               
          shares were worth approximately $6.7 million in November 1996.              
          Thus, the 1996 Agreement’s change in the price for decedent’s BCC           
          shares did not result in a change in price that more closely                
          approximated fair market value.                                             
               In addition to the changes in the value and quality of the             
          rights wrought by the change in price, the 1996 modification                
          worked other substantial changes to the 1981 Agreement.  Under              
          the 1981 Agreement, the redemption price was based on book value.           
          Moreover, the ESOP had the right to insist on book value as the             
          basis for any redemption by refusing to agree to reset the price.           
          It further was entitled to have the price automatically adjusted            
          to reflect changes in book value.  Decedent eliminated the ESOP’s           
          rights in this regard when he modified the 1981 Agreement.  He              
          also extinguished BCC’s right to pay the redemption price in                
          installments, as provided in the 1981 Agreement.                            
               We find that the foregoing changes are more than de minimis            
          and that they substantially altered decedent’s, BCC’s, and the              
          ESOP’s rights with respect to the stock covered by the agreement,           
          including the value, quality, and timing of those rights.                   
          Accordingly, we conclude that the 1996 Agreement substantially              
          modified the 1981 Agreement.  Insofar as this substantial                   
          modification occurred after October 8, 1990, the Modified 1981              

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