Menard, Inc. - Page 14

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          in TYE 1998 were family members.  From its incorporation in 1973            
          through and including TYE 1998, Menards had never paid a                    
          dividend.  Petitioners have failed to convince us that a finding            
          of bad faith is required before we can decide that a portion of             
          Mr. Menard’s compensation was not paid purely for his services as           
          CEO.                                                                        
          III.  Conclusion                                                            
               For the above-described reasons, we shall deny petitioners’            
          motion for reconsideration.                                                 

                                                  An appropriate order                
                                             denying petitioners’ motion              
                                             for reconsideration will be              
                                             issued.                                  







                                                                                     















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