HERE ARE SOME ADVANTAGES OF A STOCK REDEMPTION PLAN



* Only one insurance policy is in force per stockholder.

* Policy cash values are available to the corporation; these values are not subject to creditors of the stockholders.

* The plan avoids transfer-for-value problems because a deceased or withdrawing stockholder has no ownership interest in policies that insure

the remaining stockholders.

* The premiums are paid by the corporation (for a sub-S corporation) and are usually charged to the stockholders according to their relative

ownership interest. Thus, an older stockholder with greater shares contributes more toward the premium insuring his life, reducing the burden

on younger, less-paid minority owners.

* Because life insurance is an after-tax purchase, a stock redemption plan can be more cost-effective than a cross-purchase agreement if the corporate tax bracket is lower than the stockholders' tax brackets.

A CROSS-PURCHASE AGREEMENT OFFERS THESE ADVANTAGES

* Stockholders who are buying achieve a step-up in basis equal to the price they pay for the withdrawing or decease owners shares. This is an

important advantage for a C corporation or an S corporation on an accrual basis.

* Policy cash values are available to the stockholders. These value are not subject to

creditors of the corporation.

* The agreement avoids the imposition of the alternative minimum tax (AMT), which may occur when a C corporation receives tax-free death

proceeds under a stock redemption plan.

* The agreement may avoid unintended shifting of control that can occur with redemption.

* The search for a lower bracket taxpayer favors a cross-purchase plan if the stockholders are in lower tax brackets then that of the corporation.

WHAT ABOUT A TRUSTEED CROSS-PURCHASE AGREEMENT?

A major disadvantage of the traditional cross-purchase plan is the need for numerous policies when the corporation has more that two

stockholders. For example: with five stockholders, twenty policies would be needed, four on each life. Funding the agreement with many small

policies rather that one large policy on each owner is likely to result in higher costs and add confusion to the transaction.

A trusteed cross-purchase arrangement eliminates the need for multiple policies on each stockholders life, avoids the AMT, and provides the

remaining stockholders with a stepped-up basis. For the benefit of the stockholders as a whole, a trust owns one insurance policy on each

stockholder. Premium notices are sent to the corporation, which pays the premiums and then charges the salary or dividend account of each

stockholder in proportion to his or her percentage of ownership.

At the death of a stockholder, the trustee collects the insurance proceeds and pays the purchase price to the decedents estate in exchange for a

bill of sale of the stock to the remaining stockholders.

AGREEMENT MAY ESTABLISH ESTATE TAX VALUE

A deceased stockholders ownership interest is included in his or her gross estate for federal estate tax purposes. The purchase price under a

buy-sell agreement establishes the value of that interest if (1) the heirs are obligated to sell the interest, (2) the agreement contains either a

fixed price or a formula of determining the price, (3) the agreement prohibits owners from disposing of their interest in a lifetime sale without

first offering it to the owners at no more than the contract price, and (4) the fixed price or pricing formula was fair and adequate when the

agreement was made.

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