Estate of Pearl I. Amlie, Deceased, Rodney B. Amlie, Executor - Page 39

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          decedent's assets.  We do not believe the prospective heirs other           
          than Rod agreed to the 1995 FSA price in order to effect a                  
          transfer to Rod for less than full and adequate consideration.              
          We believe they, like the conservator, were persuaded that the              
          security of a fixed price was preferable to the downside risk and           
          uncertainties of continued negotiations with FABG over the                  
          appropriate value of the Hill Rights.                                       
               Respondent, with the hindsight knowledge that Rod secured an           
          agreement some 2 years later for FABG's purchase of the same                
          stock at $217.50 per share (plus 4 percent per year until                   
          decedent's death, compounded semiannually), seeks to persuade the           
          Court that the 1995 FSA provision to sell at the $118 price must            
          have been a testamentary device to benefit Rod.  The facts of               
          this case do not fit that theory.  The conservator, in an effort            
          to fulfill fiduciary obligations, and the other prospective                 
          heirs, in furtherance of their own interests, accepted a price              
          they believed (on the basis of professional advice) was fair at             
          the time and in the particular circumstances.  The purpose of the           
          1995 FSA, therefore, was not as a testamentary device to benefit            
          decedent's family members.                                                  
               Comparable Arm's Length Terms                                          
               The third requirement of section 2703(b) is that the                   
          restrictive agreement's terms be comparable to similar                      
          arrangements entered into by persons in an arm's-length                     






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