HomeMy WebLinkAbout01-17-13DOROTHY A UDG TRUST
This Agreement made this 13th day of May, 2002 by and between
DOROTHY A. JUDGE of the State of Arkansas (hereinafter in certain
instances identified herein as the "Grantor") and DOROTHY A. JUDGE
and EUGENE M. HESSION (hereinafter called "Co-Trustees").
W I T N E S S E T H:
WHEREAS, I desire to provide for and create a Revocable Trust
during my lifetime to manage and conserve my assets; and
WHEREAS, I desire to provide for management of my assets in
the event of my disability, and further, to provide for an~:=c~rd~~ty
transfer of my assets in the event of my death, sacs to minv~ni~e
the inconvenience to my family; a, ='? `_:=, ~'~ o
m ~~ ~, w_ ~; :.;~
NOW, THEREFORE, the parties agree as follows ~~~ ~ _ .,
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ARTICLE ONE ~' a ~ .-. r=
T~Ilr~'. ESTATE AND ADDITIONS THERETO.; ~ ~ ` '~
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This Trust shall be known as the DOROTHY .~. ~JUDC~ T~7~~.
Concurrent with execution of this Trust, I have transf~f'red Tin
Dollars ($10.00) to the Trustee, receipt which is hereby
acknowledged by the Trustee, by my execution hereof. This property,
together with any other property that may later become subject to
this Trust, shall constitute the Trust Estate, and shall be held,
administered and distributed by the Trustee as provided herein. I
shall have the right at any time to add to this Trust other
property.
ARTICLE TWO
TRUSTEE
A. Initial ~~-m,-„~+oo~; The Co-Trustees of this Trust shall
be DOROTHY A. JUDGE and EUGENE M. HESSION. In the event of the
death, resignation or incompetency of either Co-Trustee so he or
she cannot serve as Co-Trustee, then the other Co-Trustee named
herein shall serve as Sole Trustee.
B. Alterna Succ sso T ~ PP: In the event that neither
DOROTHY A. JUDGE nor EUGENE M. HESSION shall be able or willing to
serve as Trustee, then in that event DEIDRA L. RANDLES shall serve
as Alternate Successor Trustee. In the event none of said nominees
shall be able or willing to serve, then KEITH IAN BAITSELL shall
serve as Trustee.
C. Apbo~ntment of Alt-Prnata Sic Pssor TruS ee: In the event
of the death or disability of DOROTHY A. JUDGE, then DEIDRA L.
RANDLES shall be authorized, from time to time, to appoint an
Alternate Trustee of her choice, as she shall deem to be in the
best interest of the Trust.
C.~
ARTICLE THREE
AMENDMENT AND REVOCATION
I shall have the right at any time to amend any of the
provisions of this Trust Agreement, or of any Amendment thereto, by
an agreement in writing executed by me and delivered to the
Trustee, and to revoke this Trust in whole or in part by an
instrument in writing executed by me and delivered to the Trustee.
In the event I revoke this Trust in whole or in part, the Trustee
shall redeliver to me, such assets as I direct.
ARTICLE FOUR
LIVING TRUST• DISTRIBUTION OF PRINCIPAL AND INCOME
A. Distributions to DOROTH A J DG The Trustee shall pay
to me, or for my benefit, so much or all of the net income (and so
much of the principal) of the Trust as I direct, from time to time.
B. Right of Withdrawal: I may, at any time and from time to
time during the existence of said Trust, withdraw the entire or any
specified portion of the principal and accumulated income.
C. My Incompetency: In the event of my incompetency or
disability, the Trustee shall be authorized to continue to pay to,
or expend for my benefit, such amounts of income and principal as
the Trustee, in its sole discretion, shall deem appropriate to
provide for my health, maintenance and support, in accordance with
my standard of living.
ARTICLE FIVE
DIVISION OF TRUST E TATF UPON MY D ATH
Upon my death, the Trustee shall pay over and distribute the
remaining trust assets as follows:
A. Debts Estate Taxes and xbenses (To Be Paid From the
Residuary of the Estate, Without Apportionment): The Trustee shall
first pay all of my reasonable funeral expense, last illness
expense, administration expense, and such other debts as the
Trustee shall deem reasonable. Further, the Trustee shall pay all
of my federal or state estate or inheritance taxes, which shall be
deemed to be paid from the residuary of my trust estate, without
apportionment.
B. 4ivision of Balance of Trust Among Beneficiaries: All
the rest, residue and remainder of trust assets shall be paid over
and distributed as follows:
1. Trust for Eugene M Hession: In the event EUGENE M.
HESSION shall survive DOROTHY A. JUDGE, then the
Trustee shall set aside the sum of Fifty Thousand
Dollars ($50,000), in Trust, for EUGENE M. HESSION,
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in accordance with the provisions set forth
hereinafter.
2. Residence: In the event EUGENE M. HESSION shall
survive DOROTHY A. JUDGE, then the residence shall
be set aside for EUGENE M. HESSION, in accordance
with the provisions set forth hereinafter.
3. Distribution of Balance of Trust: All the rest,
residue and remainder of Trust assets, following
distributions made hereinabove, shall be paid over
and distributed in fee simple and free of Trust unto
my daughter, DEIDRA L. RANDLES.
4. Prior Death of Benefi iar~: In the event DEIDRA L.
RANDLES shall predecease me, then to her son, KEITH
IAN BAITSELL, per stirpes.
C. Distribution of Trust if No Descendants urvive: If at
the time of my death, or at any time prior to final distribution
hereunder, all of my descendants are deceased and no other
disposition of the property is directed by this Trust, then in that
event, the then remaining property of the Trust shall be paid over
and distributed as follows:
1. BRUCE B. RANDLES
ARTICLE SIX
CONTINUATION OF TRU T FOR EUGEN M HE SION
Upon the death of DOROTHY A. JUDGE, and in the event EUGENE M.
HESSION should survive, this Trust shall continue, subject to the
following provisions:
A. Trustee: EUGENE M. HESSION shall serve as Trustee of this
share of Trust. In the event he shall be unable or unwilling to
serve, then DEIDRA L. RANDLES shall serve as Trustee of this share
of Trust. In the event neither of said nominees shall be able or
willing to serve then KEITH IAN BAITSELL shall serve as Trustee of
this share of Trust.
B. rise of Residence: The Trustee shall permit EUGENE M.
HESSION, to reside in said residence, free of rent, for the shorter
of the remainder of his life, or until such time as he shall be
permanently unable to reside in said residence, as certified by his
physician.
C. ~vment of F.xpenca~; During his period of occupancy, the
sum set aside hereinabove ($50,000) shall be held in Trust and the
income and principal therefrom shall be used as follows:
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1. The Trustee shall pay from said funds all the
real property taxes, insurance, repairs, maintenance
and upkeep related to the residence.
2. The Trustee shall pay from said funds any mortgage
payments on said residence.
D. Term~na ion o Con im~ing Trust: This share of Trust
shall terminate upon the earlier of the following:
1. The death of EUGENE M. HESSION; or
2. In the event of the complete and total disability
of EUGENE M. HESSION, such that he requires
permanent institutional care, as certified by his
physician, such that he shall be unable to continue
to reside in the residence, which is the subject of
the terms of this continuing Trust.
E. nistrib~ 'on rgon Termina inn• Upon termination of this
share of Trust, all of the then remaining assets shall be paid over
and distributed in fee simple and free of Trust unto DEIDRA L.
RANDLES, or if she shall be deceased, to KEITH IAN BAITSELL, on a
per stirpes basis.
In the event none of my descendants shall survive, then in the
manner set forth hereinabove if none of my descendants shall
survive.
ARTICLE SEVEN
CONTINUATION FOR GRANDCHILDREN
OR OTHER BENF.FTC`TARTF. UND R A F TW NTV-FIVE
If any grandchild (or other beneficiary herein) is entitled to
distributions who shall not have attained the age of twenty-five
(25), then the share of such beneficiary shall be retained in trust
subject to the following terms and conditions:
A. Trustee: DEIDRA L. RANDLES shall serve as Trustee of
each share of this Trust. In the event DEIDRA L. RANDLES shall be
unable or unwilling to serve, then KEITH IAN BAITSELL shall serve
as Trustee of each share of this Trust. If neither DEIDRA L.
RANDLES nor KEITH IAN BAITSELL shall be able or willing to serve,
then BRUCE B. RANDLES shall serve as Trustee of each share if this
Trust.
B. Division Tnto Separate mrl~st Shares: The Trustee shall
create a separate trust share for each said beneficiary and
transfer into said separate trust share the respective distribution
that each beneficiary is to receive under the terms hereof.
C. Distributions: So long as a share of this Trust is held
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in trust for the benefit of said beneficiary, the Trustee, in its
sole discretion, shall distribute to or for the benefit of such
beneficiary, so much of the trust income and principal, from said
beneficiary's respective share of this Trust, as shall be necessary
to provide for any of the following:
1. The health, education, maintenance and support of
such beneficiary.
2. To provide adequate financial assistance to assist
said beneficiary in obtaining a college, vocational
and/or post-graduate education (taking into account
other resources reasonably available to provide for
such educational assistance).
D. $~ght of Benefic~a y to Withdraw P incipal From T ~s
Upon Attain,ng Certain Agg; The share of said respective
beneficiaries hereunder shall be retained in trust and distributed
to him or her in fee simple and free of trust when he or she
attains the age of twenty-five (25). In the event of the death of
the beneficiary prior to the distribution of said beneficiary's
remaining share hereunder, said beneficiary's then remaining share
shall be paid over and distributed as follows:
1. If said beneficiary shall have any descendants, to
his or her descendants on a per stirpes basis.
2. If said beneficiary shall have no descendants, to
his or her brothers and sisters on a per stirpes
basis.
3. If none of said beneficiaries survive, to my
descendants on a per stirpes basis.
ARTICLE EIGHT
POWERS AND TRUST ADMTNTSTRATT[1N
A. Sale of Trust Assets: The Trustee is authorized to sell
any property, real or personal, constituting a part of this Trust,
at such terms and conditions, as the Trustee deems best.
B. Powers and Trust Adm~nictratinn; The provisions of
Exhibit "1" attached hereto and made a part hereof shall govern the
administration of all Trusts established under this instrument; and
shall be deemed to be incorporated herein as a part of this
document, for all purposes.
ARTICLE NINE
GLTTDES TO CONSTRTTC'TTC1N
A. Combosition of My mP~3iat-_A Fam>>v• As of the signing of
this instrument:
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1. My only child is:
DEIDRA L. RANDLES
IN WITNESS WHEREOF, the Grantor and Initial Co-Trustees have
signed, sealed and acknowledged this agreement.
~ ~ . >..,~~it~_
DOROTHY AyjJUDG~',; Gr~Yitor
and Initi l Co rustee
EUG E M. HESSION, Initial Co-Trustee
STATE OF ARKANSAS )
COUNTY OF GARLAND )
On this day personally appeared before the undersigned, a
Notary Public within and for the County and State aforesaid, duly
qualified, commissioned and acting, DOROTHY A. JUDGE and EUGENE M.
HESSION, to me well known as the Grantor and Initial Co-Trustees
who signed the foregoing instrument and stated that they had
executed the same for the consideration and purposes therein
mentioned and set forth.
WITNESS my hand and seal as such Notary Public on this 13th
day of May, 2002. ~
OTARY PUBLIC
My Commission Expires:
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STANDARD
ADMINISTRATIVE
PROVISIONS:
EXHIBITS TO THE
DOROTHY A. JUDGE TRUST
(This section of your Trust includes standard administrative provisions that our Law
Firm recommends be included in all Trusts.)
EXHIBIT "1"
I.
GENERAL POWERS AND TRUST ADMINISTRATION
The provisions of this exhibit are incorporated by reference
for all purposes to the primary portion of the above-referenced
trust. Reference herein shall include not only the initial trust
established by this Trust Agreement, but also separate trusts that
are to be established by the provisions of the Trust Agreement from
time to time.
A, r,;,mitatign of Creditors or Other Claims Against Trust
~(Snendthrift Clausel: The interest of each beneficiary in the
income or principal of any trust created under this instrument,
shall be free from the control or interference of any creditor of
a beneficiary or of any spouse of a married beneficiary and shall
not be subject to the claims or creditors of any beneficiary, or to
judgment, levy, execution, attachment, bankruptcy proceedings, or
other legal or equitable process, or susceptible to anticipation or
alienation, and each beneficiary shall be without the power,
voluntarily or involuntarily, to sell, mortgage, pledge, or
hypothecate any interest in or the income from such trust. Nothing
contained in this section shall be construed, however, as
restricting in any way the exercise of any power of appointment
granted hereunder, or the right of the surviving spouse to the
income from any trust qualifying for the marital deduction.
B. Trust Not to Continue Longer Than Maximum Duration
Allowed Under Law: Each trust maintained under this instrument
shall terminate, if not previously terminated under other
provisions of this instrument, 21 years from the date of death of
the last to die of my spouse and such of my descendants as are
living at the date of my death. All remaining trust property of a
trust terminated under this item shall be distributed to the
beneficiary of such trust.
C. Factors For Trustee's Consideration In Makinq
Discretionary Distributions to Grandchildren or Other
Beneficiaries: Among the circumstances and factors to be
considered by the Trustee in determining whether to make
discretionary distributions of net income or principal to a
beneficiary, shall include (but not necessarily be limited to) the
following:
1. Other Income and Assets: Other income and assets
known to the Trustee to be available to that
beneficiary, including funds which might be made
available by enforcement of the legal obligation of
any person to furnish support or education, and the
advisability of supplementing such income or
assets.
2. Maturity Good Citizenship and Discipline in
Academic Studies: The character and habits of the
beneficiary, the diligence, progress, and aptitude
of the beneficiary in acquiring an education and
the ability of the beneficiary to handle money
usefully and prudently and to assume the
responsibilities of adult life and self-support.
3. Standard of Living: Such beneficiary's accustomed
standard of living.
4. Education: As used throughout this instrument, the
term "education" includes, but is not limited to,
private schooling at the elementary and secondary
school level, college, graduate and professional
education, and specialized or vocational training.
Notwithstanding the foregoing, no Trustee hereunder
shall be required to inquire into and ascertain the
income and assets available to a beneficiary from
sources outside the Trustee's control and
knowledge.
D. Estate Expenses (To Be Paid From Residuary Portion,
Without Apportionment): The Trustee shall have the power to pay
any of my estate expenses Trustee deems appropriate, including but
not limited to, expenses of the last illness and burial, the
expenses of administration, or estate tax or other tax expense.
The preceding items shall be paid from the residuary portion of the
Trust, without apportionment. However, expenses and claims, and
all estate, inheritance, and death taxes assessed with regard to
property passing outside of my revocable living trust or outside of
my probate estate, but included in my gross estate for federal
estate tax purposes, shall be chargeable against the persons
receiving such property.
E. o;stributions for Incapacitated Beneficiaries and
Distributees: If any person to whom a fractional or complete
distribution of remaining trust property is required to be made out
of the Trust is under legal disability or is, in the judgment of
the Trustee, incapacitated, the Trustee may utilize one or both of
the following options, unless otherwise directed in this
instrument:
1. Distribution of all or any part of such remaining
trust property to the legal guardian of such person
or to a custodian authorized to receive it for such
person under the Arkansas Personal Custodian Law or
the Arkansas Transfer to Minors Law or any similar
statute of any state, the receipt of any such
person shall fully discharge the Trustee from any
further liability in connection with such
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distribution. For the purpose of making such
distributions the Trustee may designate a custodian
to receive the property, if such custodian has not
previously been appointed.
2. Retention of all or any part of such remaining
trust property as a separate trust for such person
until, in the judgment of the Trustee, distribution
can be made to such person directly. The Trustee
may pay to or apply for such person such amounts of
the net income and principal as it considers
appropriate, and, at the death of such person, all
remaining trust property shall be distributed to
his estate.
F. Parti~iBation in Decisions Relating to Discretionary
Distributions: No individual (other than me) who is a Trustee may
participate in determining whether or to what extent, to make
discretionary distributions of income or principal (1) to or for
such individual for any purpose other than for such individual's
health, education, maintenance or support, or (2) to or for any
beneficiary for the purpose of discharging a legal obligation,
including a support obligation, of such individual.
With regard to any trust herein, that is not a general
power of appointment trust share, no Trustee who is a beneficiary
of any trust created herein that is not a general power of
appointment trust, or who is obligated to support a beneficiary of
any trust created hereunder, shall ever participate in, with
respect to all trusts created hereunder, (i) the exercise of
discretion to allocate receipts or expenses between principal and
income, (ii) the exercise of any power to amend or affect
beneficiaries' powers of withdrawal over additions, or (iii) the
exercise of any general power of appointment described under
Sections 2041 or 2514 of the Internal Revenue Code of 1986, as
amended. The determination of the remaining Trustee or Trustees
shall be final and binding upon the beneficiaries of such trust.
G. Status of Gifts from Trust: During my lifetime, he or
she shall be the only permissible beneficiary of this Trust.
Should any transfer of trust property be made directly from the
Trust to any other person while I am living, as a gift by me to
said donee, such transfer shall be deemed first to have been made
to me, and then to the donee.
H. Ear ~ Termination of Trust if Uneconomical to Manage:
The Trustee may terminate any trust maintained under this
instrument if in the Trustee's sole discretion the trust has become
uneconomical to manage by reason of its small size. In the event
of early termination, all remaining property of the trust
terminated under this item shall be distributed to the beneficiary
of such trust, or in the alternative, to an appropriate custodian
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andfor guardian for the benefit of such beneficiary (if such
beneficiary is a minor or otherwise incapacitated).
I. General Powers: Without restriction of the powers vested
in the Trustee by law, or elsewhere in this Trust, the Trustees,
without the necessity of obtaining any Court authorization, shall
be authorized to exercise those fiduciary powers which may be
incorporated by reference in a Trust as set forth in Arkansas Code
of 1987 Annotated, Section 28-69-304, as amended. These provisions
are hereby incorporated herein by reference and made a part hereof.
II.
$CCOUNTS
A. Arcot,nt;ng~y Individual Trustees: Following my death or
disability, any Successor Individual Trustee shall cause a
qualified Certified Public Accountant, on an annual basis, to
prepare a written account of the administration of each trust
maintained under this instrument, in the manner set forth
hereinafter, in the manner that would otherwise be prepared by a
Corporate Trustee, and cause this written account to be circulated
in the manner set forth hereinafter.
B. Accounting of Corporate Trustees: At least annually, any
Corporate Trustee hereunder shall (1) prepare a written account of
the administration of each Trust maintained under this instrument
(a) detailing all receipts, credits, disbursements and charges
which occurred during the period covered by such account and (b)
containing a statement listing the current assets of each such
Trust, and (2) mail or deliver a copy of such account to each
person who is a beneficiary of the Trust to which such account
pertains, and to each person who is an immediate remainder
beneficiary of the Trust (or, if any such current or remainder
beneficiary was under legal disability during such period, to such
beneficiary's legal guardian or parent(s)).
III.
ADMINTSTR_ATIVE PROVT_SIONS REGARDING TRUSTEE
A. Procedure to Replace Trustee Who Is Incapacitated: If I
or other individual Trustee shall be serving as Trustee for any
Trust created hereunder, and said Trustee shall become
incapacitated, the Successor Trustee shall immediately succeed to
the position of Trustee, upon receipt of a notarized statement from
the incapacitated Trustee's principal treating physician, verifying
such incapacity. ("Incapacitated" being defined, for these
purposes, as the inability to properly tend to business affairs due
to physical or mental disability resulting from illness, injury,
advanced age or other cause.) Any person dealing with said
Successor Trustee shall be authorized to rely upon said physician's
statement without further inquiry. If I, who was originally
serving as Trustee, shall regain my capacity, then upon receipt of
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a notarized statement from
verifying that I had regained
then I shall be entitled to b
of the Successor Trustee.
my principal treating physician,
my capacity, as defined hereinabove,
e reinstated as Trustee, in the place
B. Res;gnat~on or Refusal to Accept~pnointment: Any
Trustee may resign as Trustee of any trust established under this
instrument by mailing or delivering 30 days' written notice to (1)
each person who is a beneficiary of such trust or, if any such
person is under legal disability, such person's legal guardian or
parent(s), and (2) each remaining Trustee.
C. 7~~m~tation of Liability of Trustee: So long as I am
serving as Trustee, I shall have sole decision making authority
with respect to the trust estate and no liability shall be incurred
by the Successor Trustee for decisions made by me while I am
serving as Trustee. Furthermore, no Successor Trustee shall be
liable for, nor have any obligation to examine actions or accounts
of any predecessor Trustee or Personal Representative. Further,
any Trustee serving herein, shall not be responsible for any
mistake in judgment or for any decrease in the value of or loss of
the Trust estate, or for any cause whatever, except the Trustee's
own bad faith, willful misconduct or gross negligence (except that
any corporate trustee shall be governed by the normal standard of
care for corporate trustees).
D, FxPrc-;cP of Powers and Discretions: All powers and
discretions conferred by this instrument on the Trustee shall be
continuing and may be exercised without approval of any court, and
the Trustee may not be compelled to exercise, or refrain from
exercising, any of such powers and discretions in any particular
manner. The Trustee shall make no compensating adjustments between
income and principal or between or among any trusts under this
instrument and/or any distributee of any such trust by reason of
its exercise of, or failure to exercise, any of such powers and
discretions in any particular manner.
E, ,A~n~nintmPnt of Ancillary Trustees (~'or Administration of
n»+'-of-State Real Property Where State Law Precludes the Existing
~ustee From Serving as Trustee): If at any time any of the Trust
Estate shall consist in whole or in part of assets located in a
jurisdiction in which a particular Trustee is not authorized or
qualified to act, the remaining qualified Trustees shall act alone
in regard to such assets (subject to any prohibitions on such
Trustee's powers as contained in this Trust Agreement).
Alternatively, the Trustees may appoint an ancillary Trustee (again
subject to any restrictions) in the jurisdiction in which they are
not authorized or qualified to act. This Trustee may confer upon
that ancillary Trustee the necessary rights, powers, discretions
and duties to act solely with respect to those assets as the
Trustees may deem necessary or expedient. The ancillary Trustee
shall be answerable to the Trustees for all monies, assets and
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other properties which may be received by the ancillary Trustee in
connection with the administration of those properties.
F. Trustee's Comn nca+inn; The Trustee shall receive and
retain from said trust estate for services rendered hereunder,
reasonable compensation; and any Corporate Trustee shall receive
reasonable compensation in accordance with its schedule of
compensation established from time to time by its Board of
Directors for the administration of trusts of a character similar
to this Trust, and said Trustee shall retain from said estate all
actual and necessary expenses including attorney's fees,
accountant's and such other professional or expert counsel fees
incurred by it in its operation and management of my property.
IV.
G TTD TO CON RTTCTTnN
A. Interchangeability of C r ain wnrrlc• Unless the context
otherwise requires, all words used in the •singular include the
plural, all words used in the plural include the singular, and
words used in any gender include all genders.
B. Modified Meaning of Certain Termc; References to living
persons include those who are in gestation and later born alive.
All pronouns used to refer to the Trustee, and that term itself,
includes any person or corporation from time to time acting alone
or jointly with one or more persons or corporations. The term
"available trust property" includes all property then properly in
the possession of, or subject to collection by, the Trustee.
C. Meaning of Tr~rmS Taken from TntArnal n ~ pd The
terms which follow in this item, wherever used in this instrument,
have the same meaning as in the Internal Revenue Code (and
applicable Treasury Regulations) as amended from time to time:
Alternate Valuation, Credit for State Death Taxes, Direct Skip,
Taxable Termination, Taxable Distribution, Non-Skip Person, Skip
Person, Generation-Skipping Transfer Tax, Gross Estate, Marital
Deduction, Qualified Real Property, Qualified Terminable Interest
Property, Qualified Use, Qualifying Income Interest for Life,
Specific Portion, Unified Credit.
D. Definitions: For purposes of this instrument:
1. "Beneficiary" means a person to or for whom
payments of income of a given trust are currently
permitted or required.
2. "Incapacitated" means unable properly to attend to
business affairs due to physical or mental
disability resulting from illness, injury, advanced
age or other cause. Any person dealing with this
Trust shall be authorized to conclusively rely upon
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a notarized statement from a medical physician who
is the principal treating physician of the person
who is incapacitated, of the incapacity of said
person, whether it be me or any beneficiary
hereunder and any said third person shall have no
further duty of inquiry.
3. "Remaining trust property" means all remaining
principal and accrued income and any undistributed
or accumulated income in the possession of the
Trustee.
E. nistribut~ons to Des nr3an+e; Any property directed to
be given or distributed to the descendants of any person shall be
divided into a number of equal shares sufficient to create one such
share with respect to each then-living descendant occupying the
oldest generation in which there is at least one then-living person
and one such share with respect to each deceased descendant who
occupied the same generation and who is then survived by one or
more descendants. Each share so created with respect to a
then-living descendant shall be given or distributed to such
descendant, and each other share so created shall be given or
distributed to the descendants of the deceased descendant with
respect to whom such other share was created in the manner set out
in this item.
F. Adopted Pe .ons: The words "child", "descendant" and
"issue" include any person born or legally adopted before or after
the signing of this instrument.
G. m;t-iPs Not Part of Instr„mPnt• The titles preceding the
Articles and Items do not constitute part of this instrument and
have been included only as a convenient mode of reference.
H. Governing rw~~; The validity, construction and effect of
this instrument, the administration of all trusts established under
this instrument, and the rights and obligations of all
beneficiaries and the Trustee shall be governed by Arkansas law.
v.
S~TPP .M N Ar POW R OF TRTT4TFF
The Trustee is authorized in its absolute discretion with
respect to any property, real or personal, at any time held under
any provision of this Trust and without authorization by any Court
and in addition to any other rights, powers, authority and
privileges granted by any other provision of this Trust or by
statute or general rules of law:
A. Trust A cote; To retain in the form received any
property or undivided interests in property donated to, or
otherwise acquired as a part of the Trust Estate, including
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residential property and shares of the Trustee's own stock,
regardless of any lack of diversification, risk or non-
productivity, as long as it deems advisable, and to exchange any
such security or property for other securities or properties and to
retain such items received in exchange, although said property
represents a large percentage of the total property of the Trust
Estate or even the entirety thereof.
B. Sale: To sell or dispose of or grant options to purchase
any property, real or personal, constituting a part of the Trust
Estate, for cash or upon credit, to exchange any property of the
Trust Estate for other property, at such times and upon such terms
and conditions as it may deem best, and no person dealing with it
shall be bound to see to the application of any monies paid.
C. Stock Sales; To sell or exercise stock subscription or
conversion rights.
D. Voting R~ght~: To refrain from voting or to vote shares
of stock owned by the Trust Estate at shareholders' meetings in
person or by special, limited, or general proxy and in general to
exercise all the rights, powers and privileges of an owner in
respect to any securities constituting a part of the Trust Estate.
E. Borrowing Power: To borrow money and to encumber,
mortgage or pledge any asset of the Trust Estate for a term within
or extending beyond the term of the Trust, in connection with the
exercise of any power vested in the Trustee.
F• T~PACPC: To enter for any purpose into a lease as lessor
or lessee with or without option to purchase or renew for a term
within or extending beyond the term of the trust.
G. Improvements: To make ordinary or extraordinary repairs
or alterations in buildings or other structures, to demolish any
improvements, to raze existing or erect new party walls or
buildings.
H. Settlements: To compromise, adjust, arbitrate, sue on or
defend, abandon, or otherwise deal with and settle claims in favor
of or against the Trust Estate as the Trustee shall deem best.
2. Tax Basis: To make payment in cash or in kind, or partly
in cash and partly in kind upon any division or distribution of the
Trust Estate (including the satisfactions of any pecuniary
distribution) without regard to the income tax basis of any
specific property allocated to any beneficiary and to value and
appraise any asset and to distribute such asset in kind at its
appraised value.
J. Trustee's Authority to Hire Conc»ltanta• The trustee
shall have the authority to appoint an investment manager or
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managers to manage all or any part of the assets of the trust, and
to delegate to said investment manager the discretionary power to
acquire and dispose of assets of the trust. The trustee may charge
the compensation and expenses of such attorneys, accountants,
investment managers, specialists and other agents against the
trust. The trustee may employ one or more agents to perform any
act of administration (discretionary or otherwise), including
attorneys, accountants and investment managers, as the trustee
deems necessary or advisable. The trustee may charge the
compensation and related expenses of such attorneys, accountants,
investment managers, specialists and other agents against the
trust. The trustee may employ persons, including attorneys,
auditors, investment managers and agents, to perform any act of
administration, discretionary or otherwise. The trustee may charge
the compensation and related expenses of such attorneys,
accountants, investment managers, specialists and other agents
against the trust.
K. General Powers: In general, to exercise all powers in
the management of the Trust Estate which any individual could
exercise in his own right, upon such terms and conditions as it may
deem best, and to do all acts which it may deem necessary or proper
to carry out the purposes of this Trust.
L. invest and Reinvest: To invest and reinvest from time to
time in any kind of property, real or personal, without adherence
to any statute or law requiring diversification or otherwise
regulating investments by fiduciaries.
M. Brokerage and Margin Arrni~ntg; To establish security or
margin accounts, with brokerage firms, to pledge stocks and
securities as collateral for margin account loans and other loans,
and to borrow money and to encumber, mortgage or pledge any asset
of the Trust Estate for a term within or extending beyond the term
of the Trust, in connection with exercising power vested in the
Trustee.
N. Trustee's A~thnrity t0 Di~nlaim; Following the death or
incapacity of the Grantor, the Trustee of any Trust created
hereunder, to which any property or interest therein devolves, by
whatever means, may at their sole discretion, disclaim it in whole
or in part by delivering a written disclaimer as provided under
Ark. Code Ann. §8-2-101. The disclaimer may be of a fractional
share or any limited interest, estate, beneficiary proceeds or
survivorship rights.
vi.
ADJUSTMENTS FOR JOINTLY HELD PROPERTY
AND/OR LOANS OR GIFT FOR AMT7V
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The provisions of this exhibit shall govern the adjustments
for jointly held property and/or loans or gifts for family after my
death, as follows:
A. g~.justment for Jointly Held Propertv: Notwithstanding
anything to the contrary hereinabove, the Trustee shall make the
following adjustments in said distributions in order to adjust for
assets passing to any of said beneficiaries named hereinabove, by
reason of their receipt of survivorship assets. Such adjustments
shall be as follows:
1. It is my intent that the beneficiaries of this
Trust receive equal shares (or if the Trust shall
provide for other than equal shares, proportionate
shares in accordance with the provisions of the
Trust) of my total estate, inclusive of both assets
passing under the terms of this Trust, and assets
passing to said beneficiaries by reason of
survivorship rights, outside the terms of this
Trust.
2. The Trustee is directed to determine the total
amount of distributions payable under the terms of
this Trust, and the total amount of assets as
received by the trust beneficiaries as a result of
survivorship assets passing to said beneficiaries
outside the terms of this Trust.
3. The Trustee is directed to increase or decrease the
amounts of distribution payable under the terms of
this Trust, to the respective beneficiaries hereof,
so as to as nearly as possible equalize (or adjust
on a proportionate basis, for unequal gifts, if the
Trust should so provide) the total gifts received
by the beneficiaries herein, taking into account
the distributions from this Trust, and further,
taking into account both property passing to said
beneficiaries outside the terms of this Trust, by
reason of survivorship rights in various
survivorship assets or otherwise.
4. For purposes of construing this provision, it is my
intent that the term "survivorship assets" include
survivorship rights arising from joint tenancies,
accounts payable on death, survivorship beneficiary
designations, life insurance, individual retirement
account or other pension right designations, and
any other survivorship rights that involve assets
passing outside my probatable estate, or outside
the terms of this Trust, by reason of my prior
designation of survivorship rights.
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5. Any such adjustments shall be done in conjunction
with the distributions from my spouse's Trust, so
as to avoid duplications of adjustments.
B. Ad~ustment~ for nan and/or Gift for Famii~• I hereby
acknowledge that I have made, or anticipate that I. will make
certain loans and/or gifts to one or more of my children (or
grandchildren) during my lifetime. A record of these loans and/or
gifts is enclosed with my estate planning documents, together with
the rate of interest, if any, to which these loans and/or gifts are
subject (it being my intent that if a record, or other evidence is
not so included, that any gifts shall not be subject to adjustment
herein). I direct that at the time of distribution of my estate to
my beneficiaries, that all amounts of such loans and/or gifts,
together with accrued interest, if any, be forgiven, but that such
amounts be deducted from the share to which such persons would be
entitled. In calculating the amount to be distributed, the Trustee
shall distribute according to the following formula, to-wit:
1. Total value of all assets to be distributed
(excluding loans and/or gifts to my beneficiaries).
2. Add the total amount of all loans and/or gifts,
together with accrued interest, if any, to all of
my beneficiaries.
3. Divide the total of Line 1 and Line 2 by the total
number of my children receiving shares herein.
4. Reduce the amount computed in Line 3 by the amount
of the loans and/or gifts, together with accrued
interest, if any, to each beneficiary, and the sum
remaining shall be the amount to be distributed to
the respective beneficiary. I direct that the
Trustee make these adjustments through assets
passing pursuant to this Trust.
5. It is my intent that each of my children (or in the
event of the death of any of my children, that
share to which the descendants of said child would
otherwise be entitled) be as equal as possible,
inclusive of assets received under this Trust
and/or from other sources of my estate, and
inclusive of loans and/or gifts. All provisions of
this Trust are to be construed accordingly, unless
a contrary intent is set forth in other provisions
of this Trust.
6. Any loans and/or gifts to my grandchildren as noted
in the manner set forth hereinabove shall be deemed
to be subject to adjustment, as a part of the
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respective parent's share as provided herein,
unless a contrary intent is otherwise noted.
7. Any such adjustments shall be done in conjunction
with the distributions from my spouse's Trust, so
as to avoid duplications of adjustments.
[END OF EXHIBIT]
c ~ \clients\judge\exhb.hcr\SBN-dlb
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