HomeMy WebLinkAbout71-0571IN RE:
TRUST UNDER AGREEMENT OF
RODERICK W. COOK, JR.
DATED AUGUST 2, 1971
IN THE COURT OF COMMON PLEAS OF
CUMBERLAND COUNTY, PENNSYLVANIA
ORPHANS COURT DIVISION
RECEIPT, RELEASE, REFUNDING AND INDEMNITY AGREEMENT
CONCERNING TERMINATION OF
RODERICK W. COOK, JR., TRUST U/A/DATED 8/2/71
THE CIRCUMSTANCES leading up to the execution of this Agreement are as
follows:
1. Roderick W. Cook, Jr. (the "Settlor"), a married man, late of Camp Hill,
Cumberland County, Pennsylvania, by a written Trust Agreement dated August 2, 1971,
created an unfunded trust, naming Dauphin Deposit Trust Company (now known as the
M & T Investment Group) as Trustee. A copy of this trust is attached hereto as Exhibit
A and incorporated herein by reference. All subsequent references to "the Trust" in this
Agreement shall refer to this trust.
2. Following the Settlor's death, on November 24, 1971, the assets of his
Estate were paid to the Trust, and the Trustee allocated all such assets to Trust B,
created under Article Three of the Trust. ~::~ ~'
3. The Trustee has administered Trust B for the benefit of the ~ettlor's
surviving spouse, Louise V. Cook, and he Settlor s chddren, Roder ck W. ~ook, III,
Susan L. Cook, and Randall C. Cook (collectively, the "Beneficiaries"), in a.~corda.nce
with the terms of the Trust, which terms permit the Trustee to distribute income and
principal as needed for their support.
4. As of November 8, 2004, the total principal and income in Trust B consists
of cash, in the amount of Fifty Eight Thousand One Hundred Nineteen Dollars and
Twenty-one Cents ($58,119.21 ).
5. The Trust Agreement provides the following recommendation concerning
the distribution of Trust B following the Settlor's death:
(c) Settlor recommends, without restricting the absolute discretion
of the Trustee in any way, that, should Settlor' wife be no longer living, or
should she, in the opinion of the Trustee, be adequately provided for by
the remaining assets of Trust B and other resources available to her, the
Trustee give consideration to distributing to each child of Settlor
approximately one-third (1/3) of that portion of the principal of Trust B
which the Trustee anticipates will ultimately be paid to such child when the
child reaches twenty-five (25) years of age, approximately one-half (1/2) of
the remaining portion when the child reaches thirty (30) years of age, and
the remainder when the child reaches thirty-five (35) years of age.
6. The Trustee, based on representations by the Settlor's wife, has
determined that the Settlor's wife can be adequately provided for by the distribution of
twenty-five percent (25%) of the combined principal and income of Trust B on hand.
7. The Trustee proposes to distribute twenty-five percent (25%) of the
combined principal and income of Trust B to the Settior's wife, and twenty-five percent
(25%) to each of the Settlor's three children (all of whom have attained the age of thirty-
five [35] years).
8. Following the proposed distribution to the Settlor's wife and children, the
Trust will have no other assets and should be terminated, and it is the desire of the
Beneficiaries that the termination of the Trust be done without the formality of an
accounting in the Orphans' Court Division of the Court of Common Pleas of
Cumberland County, Pennsylvania (the "Court") and without the formal approval by the
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Court of a petition to terminate the Trust pursuant to the Pennsylvania Probate, Estates
and Fiduciaries Code §6102, 20 Pa. C. S. §6102.
9. In consideration of the indemnifications and such other terms that are
hereinafter provided, the Trustee is willing to terminate the Trust by agreement and to
distribute the assets thereof in the amounts and proportions set forth below.
NOW THEREFORE, in consideration of the foregoing and intending to be legally
bound hereby, the Beneficiaries, jointly and severally, for themselves, their heirs,
personal representatives, successors and assigns, do hereby agree as follows:
Verification of Factual Representations. The Beneficiaries represent and
warrant that the facts set forth in this Agreement are true and correct, to
the best of their knowledge, information and belief.
Waiver of Accounting. The Beneficiaries declare that they have had the
opportunity to review the accounts and records of the Trustee and that
based upon that examination (or the decision not to make such an
examination), they are satisfied that they have sufficient information to
make an informed waiver of their rights to obtain a formal accounting or
the administration of the Trust, with the same to be approved pursuant to
a Petition for Adjudication filed with the Court.
Approval of Termination. The Beneficiaries approve the termination of the
Trust and the distributions heretofore made by the Trustee.
Receipt of Assets. The Beneficiaries acknowledge receipt of the assets
shown in on Exhibit B, in full satisfaction of their entitlement under the
Trust.
Releases. The Beneficiaries, for themselves, their heirs, personal
representatives, successors and assigns, hereby absolutely and
irrevocably remise, release, quitclaim and forever discharge the Trustee
and each and every one of the Trustee's employees, agents, attorneys,
advisors, and counselors, and their respective heirs, personal repre-
sentatives, successors and assigns, of and from any and all actions, pay-
ments, accounts, reckonings, liabilities, claims and demands relating in
any way to the Trustee's administration of the Trust, including but not
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limited to the failure of the Trustee to file an account of such administra-
tion with, and obtain the approval of, the Court, and the termination of the
Trust as provided herein.
Refunds. Each of the Beneficiaries, to the extent of the funds and/or
assets received by him or her hereunder, covenants and agrees to refund
upon demand by the Trustee all or any amount which may hereafter be
determined by the Trustee or by the Court to have been an erroneous or
excess distribution to him or her regardless of the cause of such
erroneous distribution, and agree that any period for the limitation of
actions for the collection of any erroneous distribution to him or her shall
commence only at such time as the Trustee shall have obtained actual
knowledge of such erroneous distribution and that in no event shall the
period for the collection of any erroneous distribution be less than two
years after the actual discovery thereof by the Trustee.
Indemnifications. The Beneficiaries agree to indemnify and hold harmless
the Trustee from and against any and all claims, loss, liability or damage
which it may suffer or to which it may be subjected by reason of its
administration of the Trust, the distribution of the Trust based on the
waiver of accounting, and the distribution of the assets of the Trust without
having the approval of the Court. The Trustee shall not be indemnified
nor held harmless for any act or omission which would constitute a breach
of its fiduciary duty, a violation of law, or an act of bad faith or gross
negligence.
Voluntary Act. The Beneficiaries agree that this Agreement has been
freely and voluntarily executed, and that they have not relied on any
special inducement, promise, or representation other than those
representations set forth herein.
Riqht to Counsel, The Beneficiaries acknowledge that they understand all
of the terms and conditions of this Agreement, and that they have been
advised by legal counsel for the Trustee that it may be in their best
interest to seek the advice of independent legal counsel before executing
this Agreement, in order to fully understand the legal consequences of
such terms and conditions,
Waiver of PRCP 229.1. The Beneficiaries agree to waive the provisions
of Pennsylvania Rules of Civil Procedure Rule 229.1 (relating to sanctions
for failure to receive settlement funds within twenty days after receipt of an
executed release).
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Consent to Jurisdiction. The Beneficiaries consent to the Court of
Common Pleas of Cumberland County, Pennsylvania, exercising personal
jurisdiction over them in any suit or action arising out of the enforcement
of this Agreement.
Governinq Law. This Agreement shall be governed by the laws of the
Commonwealth of Pennsylvania.
IN WITNESS WHEREOF, the Beneficiaries have set their hands and seals on
the attached Consents as of the date first above written.
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CONSENT TO RECEIPT, RECEIPT, REFUNDING
AND INDEMNIFICATION AGREEMENT
THE UNDERSIGNED, LOUISE V. COOK, hereby consents to the Receipt,
Release, Refunding and Indemnity Agreement Concerning Termination of RODERICK
W. COOK, JR., TRUST U/A/DATED 8/2/71, a copy of which has been provided to her.
~'O'UISE V. COOK
COMMONWEALTH OF PENNSYLVANIA
: SS.
COUNTY OF :
On this, the //(.c-h._ day of /"~-~/~p..~z~L_ ,2004, before me,
the undersigned officer, personally appeared LOUISE V. COOK, known to me (or satis-
factorily proven) to be the person whose name is subscribed to the within instrument,
and acknowledged that she executed the same for the purposes therein contained.
IN WITNESS WHEREOF, I hereunder set my hand and official seal.
COMMONWEALTH OF PENNSYLVANIA
NOTARIAL SEAL I
.CYN.THIA J, RULE, Notary Public
~,amp ~ill ~oro., Cumbelland County
My Comm~ssma Exp~es Febma~ 3, 2008
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CONSENT TO RECEIPT, RECEIPT, REFUNDING
AND INDEMNIFICATION AGREEMENT
THE UNDERSIGNED, RODERICK W. COOK, Ill, hereby consents to the
Receipt, Release, Refunding and Indemnity Agreement Concerning Termination of
RODERICK W. COOK, JR., TRUST U/A/DATED 8/2/71, a copy of which has been
provided to him.
RODERICK W. COOK, III
(SEAL)
COMMONWEALTH OF PENNSYLVANIA :
SS.
COUNTY OF ~
On this, the / ~.~ ~ day of /~/6'~z.~-.z~--~ , 2004, before me,
officer, personally appeared RODERICK W. COOK, Ill, known to me (or satisfactorily
proven) to be the person whose name is subscribed to the within instrument, and
acknowledged that he executed the same for the purposes therein contained.
IN WITNESS WHEREOF, I hereunder set my hand and official seal.
COMMONWEALTH OF PENNSYLVANIA
NOTARIAL SEAL
CYNTHIA J. RULE, Notary Public
Camp Hill Boro., Cumberland Coun~
M)' CommisaOO Expires Februac( 3,
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CONSENT TO RECEIPT, RECEIPT, REFUNDING
AND INDEMNIFICATION AGREEMENT
THE UNDERSIGNED, SUSAN L. COOK, hereby consents to the Receipt,
Release, Refunding and Indemnity Agreement Concerning Termination of RODERICK
W. COOK, JR., TRUST U/A/DATED 8/2/71, a copy of which has been provided to her.
sUSAN L. COOK
COMMONWEALTH OF PENNSYLVANIA
COUNTY OF ~
: SS.
On this, the / ~_¢~-t._ day of ~"~o"V'~ , 2004, before me,
officer, personally appeared SUSAN L. COOK, known to me (or satisfactorily proven) to
be the person whose name is subscribed to the within instrument, and acknowledged
that she executed the same for the purposes therein contained.
IN WITNESS WHEREOF, I hereunder set my hand and official seal.
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CONSENT TO RECEIPT, RECEIPT, REFUNDING
AND INDEMNIFICATION AGREEMENT
THE UNDERSIGNED, RANDALL C. COOK, hereby consents to the Receipt,
Release, Refunding and Indemnity Agreement Concerning Termination of RODERICK
W. COOK, JR., TRUST U/A/DATED 8/2/71, a copy of which has been provided to him.
COMMONWEALTH OF PENNSYLVANIA :
SS.
COUNTY OF ~c~'F-s'~-/'~r-4~~'~'-
:
On this, the //'~ day of /~O(/~-~.c~ ,2004, before me,
officer, personally appea~ed RANDALL C. COOK, known to me (or satisfactorily
proven) to be the person whose name is subscribed to the within instrument, and
acknowledged that he executed the same for the purposes therein contained.
IN WITNESS WHEREOF, I hereunder set/..~ ~o.~1 seaL/
Notarial Seal
William D. Buchanan, Notary Publio
Latrobe Bore, Westmoreland County
My Commission E~oires July 8, 2006
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TRU.C~T AGREEblENT BETWEEN RODERICK %~. COOK, JR., SETTLOR,
Ki~OW ALL ~LEN BY THESE PRESE~7£S, tbst, in consideration of the
mutual covenants of %be parties hereto, this Agreement is entered
RODERICK W. COOK, JR., of 515 Benton Road, Camp Hill, Cumberland
County, Pennsylvania, hereinafter called the Settlor, and DAUPHIN
DEPOSIT TRUST COMPANY, 213 Market Street, Harrisburg, Dauphin
County, Pennsylvania, hereinafter called the Trustee, as follows:
ON~: CRSATION ~l,' AND ADDITIONS TO TRUST.
The Settlor, desiring to establish un unfunded trust, has
caused, ur may cause, the Trustee to be n~u~cd as beneficiary
is att~ched hereto and made a part hcrco]~, and the Trustee accepts
ad(litio~,ll life insurance policy or polici~?s. All such
The Settlor reserves the right to amend, modify or r~voke
this trust in whole or i~ part, st ~nny time or times, by rlotice in
writing delivered to the Trustee, and such anlendment, modification
or revocation shall be effective iiumediately upon delivery of said
notice to the Trustee, except thnt ii,antes in the Trustee's duties
liabilities or comp~3ms~tion shrill not be c~lective without its
consent.
THREE: DISTRIB~fION OF PRINCIPAL AND INCOb~E.
The Trustee sh~ll hold, manage, invest and reinvest all prop-
erty acquired hereunder during the lifetime of the Settlor for the
exclusiv~ bene[it of thl; Settlor, p~ying to the Settlor all net
income, snd psying to the Settlor such principal as he may from
time to time request in writing. Upon the death of Settlor, the
Trustee shall hold, manage, invest and reinvest all property held
or ~lcquired hereunder, ;~s follows:
TRUST A
I~ Louise V. Cook, herei~a~ter referred to as Settlor's wife,
survives Settlor, snd f-or purposes of Trust A she shall be deemed
to have survived hi]a, unless it appears unmistakably that she pre-
deceased him, the Trustee shall set aside from the asset~ that it
l~olds or that are payable to it at the death of the Settlor, as
Trust A, such amount as will, when added fo the value for Federal
estate tax of all other items in Settlor's gross estate which
qualify for the maximum marital deduction allowable in determining
Federsl estate tax on Settlor's estate and pass or have passed to
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Settlor's wife by will or otherwise, equal said maximum ~arital
deduction. The final determinations made in the proceedings to
fix the liability o~ Settlor's estate for Federal estate tax pur-
poses shall be conclusive as to the total value of Trust A and as
to the value of assets allocated thereto by the Trustee in kind.
However, should the Trustee allocate assets to Trust A in kind, the
Trustee shall not allocate any assets with r~spect to which no
marital deduction would be allowed if such assets had passed from
Settlor to Settlor's wife free of trust. Furthermore, the assets
so allocated shall }lave all aggregate fair market value fairly
represe~]tative of the ~ppreciation or depreciation in the value to
the date, or dates, of distribution of all assets then available
for distribution. The Trustee shall pi]y thc net income from Trust
A to Sethlor's wife at least quarter-annually, or, upon her re-
quest, monthly, and shall pay to Settlor's wife such sums from the
principal of Trust A as will permit her to maintain a'standard of
living comparabl~ to that enjoyed by her during the Settlor's
lifetime, including medical care. In addition, the ~rustee shall
pay to Settlor's wife such sums from the principal of Trust A as
she may from time to time request in writing. Upon the death of
Settlor's wife, the Trustee shall pay the principal to such person
or persons, including her estate, in such proportions, in such
manner and for such estates as she shall specifically appoint by
her Last ?;ill and Testament. In default of such appointment,
either in whole or in part, the Trustee shall pay out of the
unappointed principal of Trust A any increase in the Federal estate
tax on the estate of Settlor's wife resulting from her possession
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of the power of appointment over the principal of Trust A, and
shall add the balance of Trust A to Trust B.
TRIYS T B
The Trustee shall set aside all other assets that it bolds or
that are payable at the death of the Settlor, or at any other time,
as Trust B: -
(a) To pay the net income, at least quarter-annually,
in such proportions as it may determine, in its absolute discretion,
changing said proportions from time to time, to any or to all of
the following persons: Settlor's wife and Settlor's issue. In
addition, the Trustee, in its absolute discretion, may at any time
that the princip~ll of Trust A has been exhausted, invade the
principal of Trust B to provide for tile proper and adequate support
of Settlor's wife and may at any time invade the principal,of Trust
B to provide for the proper and adequate support and %ducation,
including highei education, of Settior's issue. Proper and ade-
quate support and education may include such items as medical care,
foreign travel and instruction in athletic or cultural activities.
(b) It is Settlor's intention to give broadest dis-
cretio;lary power with regard to income and principal to-the Trustee
without need for equality of distribution between or among his
beneficiaries and without r, ecognition of intestacy proportions,
for the Settlor anticipates that the Trustee will attempt to
handle Trust B in the manner that Settlor would recommend if
physically present ~
(c) Settlor reconm~ends, without restricting the absolute
discretion of the Trustee in ally way, theft, should Settlor's wife
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be no longer living, or should she, in the opinion of t~e Trustee
be adequately provided for by the remaining assets of Trust B and
other r~'sources available to her, the Trustee give consideration
to distributing to each child of Settlor approximately one-third
(1/3) of that portion of the principal of Trust B which the Trustee
antic~potcs wi].], ult.~mately be paid to such child when the c]lild
reaches twenty-five (25) years of age, appro,ximately one-half (1/2)
of the remaining portion when the child reaches thirty (30) years
of age, and the remainder when the child reaches thirty-five (35)
years of age.
(d) When Settlor's wife is no longer living, and when
all of Settlor's living children have reached the age of thirty-
five (35) years of agc, th(; Trustee shrill terminate this trust
and make distribution to Settlor's issue in such amounts and
proportions ss the Trustee, in its absolute discretion, may
Any share of Trust B, income or principal, which becomes dis-
tributable at termination to a minor, shall be held 'ill trus~ by
the Trustee during minority. The Trustee shall apply such amounts
of income and principal as it, in its sole discretion, deems proper
for the support, education and welfare of such minor, and shall
accumulate any unexpended balance of income. Such amounts may be
applied directly or may be paid to the person with whom such minor
resides or who has the care and control oi such minor, without the
intervention of a guardian. The Trustee shall not be obliged to
supervise or inquire into the application of such amounts by such
person, and the receipt of such person shall be a complete release
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of the Trustee. Should the share of a minor, in the $o17 opinion
of the Trustee, be or become too small to warrant continuing such
fund in trust, or should its administration be or become impracti-
cal for any other reason, the Trustee, in its sole discretion, may
pay such share, absolutely, to the parent or other person maintain-
ing said minor or may deposit such share ill the minor's name in a
savings account in a bank or savings institution of its choosing,
payable to the minor at majority.
(e) In the event that no issue of Settlor exists to
permit distribution as set forth in subparagraph (d) above, the
Trustee shall make distribution as follows:
(i) One Hundred percent (100%) to Settler's
(f) All property coming into the hands of the Trustee
under Trust B shall be held, invested and administered as 9ne trust.
To the extent feasible and to the extent permitted by'.law, the
Trustee may, in its discretion, accumulate income and add it to
(g) If Settlor or any beneficiary of Trust A or Trust
B shall, in the sole opinion of the Trustee, be or become mentally
or physically incapacitated, by reason of illness, accident,
minority or otherwise, the Trustee may apply either income or
principal for the support and welfare of Settlor or such bene-
ficiary directly, or to the person who has the care and control of
Settlor or such beneficiary, without the intervention of any
guardian, and without obligation to supervise application of said
amounts in any way. Any application of Trust A income or principal
hereunder shall be ~or the sole benefit of Settler's wife.
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(h) Throughout this instrument, Settlor inteuds that
the words "child," "children" and "issue" shall include adopted
children.
FOUR: POWERS AND DUTIES WITH REGARD TO INSURANCE.
The Settlor reserves to himself during his lifetime, and may
receive or excrcise, without the consent or approval of the Trus-
tee, or any beneficiary hereunder, all bene~i, ts, payments, dividends,
surrender values, options, rights, powers and privileges with
respect to life insurance policies, including, but not limited to,
the following:
(a) The power to change the beneficiary of said poli-
cies or any of them;
(b) The right to receive all disability benefits, divi-
dends, payments, l~]n values or surrender values provided in said
policies or any of them;
(d) The power to borrow on, surrender, or pledge any of
said policies;
(d) The power to exercise any option provided in any of
said policies, such ~s ~he power to convert to a difJerent kind or
anlount of iI~surance, the power Lo select the mcthod of settlement
oJ the proceeds of ~ny of said policies, etc.
It is the intent of the parties h~reto that the Trustee shall
receive only the proceeds payable at the death of the insured (or
upon the death of the primary bene[iciary, should tile Trustee be
entitled to proceeds upon the death of the primary beneficiary),
subject to all loans and charges against such proceeds as may have
accrucd during the Settler's lifetime, sad thaL the Settlor shall,
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during his lifetime, retain all other contractual benefits, powers
and options under said policies.
The Trustee shgll be under no oblic3ation, during tile lifetime
of the Settlor, to pay any premiums, assessments or other charges
necessary to keep the policies in force, nor shall it be under any
ob].ignt.ion to ~scertain whether the same have beell paid, or to
nokJ fy th(: bene~J, ciarics hereunder of the non-payment of prcmJ, ums.
The 'frustee shall keep safely any and all policies deposited
wJ. th it, and shall, st the request of the Settlor, execute such
rel~ases and other instruments as shall be required to permit the
Settlor to exercise any options, privileges or powers reserved
to him hereunder.
mary beneficiary, should the Trustee be entitled to proceeds upon
the death of tile primary beneficiary), the Trustee shall make all
it under the te].ms of said policies of life insurance, including
double indemnity benefits, and hold the same in trust for the uses
and deliver receipts and other instruments, to compromise or
adjust disputed claims in such manner as in its sole discretion
seems just, and to take such steps as in its discretion are neces-
sary and proper for collection thereof; provided that, if payment
on any policy is contested, the Trustee shall not be obligated to
indemnified to its satisfaction against any loss, liability or
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expense, including attorney's fees; and provided further, 'that the
Trustee is authorized, in its sole discretion, to use ~%y funds in
its hands, whether principal or income, to pay the costs and
expenses, including attorney's Zees, of bringing an action for the
collection of the proceeds of any policy hereunder, and may reim-
burse itself for any advances made for such purposes.
Upon payment to thc Trustee of the amounts due under the
policies of insurance payable hereunder, the insurance companies
issuing such policies shall be relieved of all further liability
hereunder and no such company shall be under any responsibility
to see to the performance of the trust created hereby.
FIVE: PO~;ERS OF TI[E TI~USTEE.
shall have the following discretionary powers applicable to all
real and personal property held by it, including property held for
minors, all rea]. sad personal property being re~erred to in this
Section as the Trust Estate, which powers shall be e~fective ~ith-
out Court order and shall exist until actual distribution:
(a) To retain any property received by it, including
its own stock;
(b) To invest and reinvest all or any part of the Trust
Estate in such stocks, bonds, securities or other property, real
or personal, as it, in its discretion shall deem proper, without
regard to statutes limiting the property which a fiduciary may
purchase, provided, however, that no investment shall be made in
thc securities issued by regulated investment companies or mutual
(c) To sell, transfer, exchange or otherwise dispose
of, any part of the Trust Estate, for cas]] or on terms, publicly
or privatl~ly, or LO loasu, even for ~1 t~rm exceeding flve (5) years
or the duration of this trust, without liability on the purchasers
or lessees to see to the application of the proceeds, and to give
options 17or those purchases without the obligation to repudiate
them in favor of a higher offer;
(d) To execute and deliver any deeds, leases, assign-
meats or other instruments as may be necessary to carry out the
provisions of this trust;
(e) To borrow money, including the right to borrow from
itself, and to mortgage or pledge as security;
(f) To loan to and purchase a:;sets from Settler's
estate or the estate oi Settler's wife, even if it is also acting
as all Executor or Administrator thereof;
(g) To assume continuance of the status oi~.any bene-
ficiary with regard to death, marriage, divorce, illness, inca-
pncity ~nd the like in the absence of information dehmed reliable
without liability for disburse'meats made on such assumption;
(h) To pay from Trust B, or the income therefrom, any
debts or claims against the estate of the Settlor, or aQy taxes
or other similar charges on the Settler's estate;
(i) To make ally distribution hereunder either in kind
or in money, or partially in kind and partially in money. Distri-
bution iii kind shall be made at the market value of the property
distributed, and the Trustee may, in its absolute discretion,
cause the share distributed to any distributee to be composed of
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property like to or different from that distributed to an~ other
distributee;
(j) To exercise any subscription right in connection
with any security held hereunder, to consent to or participate in
any recapitalization, reorganization, consolidation or merger of
any corporation, company or association, the securities of which
may be held hereunder, to delegate authority ~itb respect thereto,
to deposit investments under agreements, to pay assessments, and
generally to exercise all rights of investors;
(k) To permit the proceeds of any insurance policy to
remain with the issuing insurance company for the benefit of any
income beneficiary under ally optional method of settlement allowed
by the issuing company;
(1) To invest in endowment, insurance or annuity poli-
cies on the lives of bcueficiaries hereunder;
(m) To do all other acts in its judgment necessary or
desirable for the proper management, investment and distribution
of the Trust Estate.
SIX: INSUi~ANCE ON LIVES OF OTH~I~S.
With respect to any life insurance policies beld by the Trus-
tee on the lives of other than Settlor, the Trustee is a~thorized:
(a) To apply any dividends or shares of surplus received
by it on account of such policies in part payment or abatement or
premiums thereon or to collect such dividends or shares of surplus
in cash and to distribute ssme as income;
(b) To psy all premiums on such insurance (or any bal-
ance that may rem~nin after application of dividends or surplus as
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(c) TO permit the proceeds of or any amounts ~vailable
under any such policies to remain with tile issuing insurance com-
pany ~or the benefit of any income or principal beneficiary here-
under, under any of the optional methods of settlement provided in
said policies or allowed by the issuing companies (i~cluding spe-
cifically installment or annuity options resulting in encroachment
upon thc principal of such proceeds or amounts);
(d) TO exercise any and all rights, options, benefits
and privileges vested in the owner of any such policies, including
without limitation, those enumerated in Section 'I'WO hereof, and,
ill addition, the following:
(i) TO exchange such policies ~or paid-up
(ii) '1'(3 convert to any other form of insur-
(iii) To apply the cash va~lues under any option
permitted on th~ policy;
(iv) To elect or cancel any Automatic .Premium
Loail Provision; and
(v) To sell tile colltract to tile insured for
the then cash value.
S EVEN: TAOfES.
All estate and inheritance ta::es that become payable by rea~
son o{ the Settlor's death with respect to the property passing
under this Agreemeni: shall, to the extent possible, be paid by tile
Settler's estate and not from tile property passing under this
Agreemen%. To t]l,~ cs~l~ent %hat ia×os, including interest and
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and shall render statement~ to the beneficiaries h~reur~]er, showing
quentty than annually.
IN ~gITN~SS WHEREOF, %he Settlor has hereunto set his hand and
unto affixed this~~ ~]ay of ~~ , 1971.
CO[,~ION%4EALTH OF PENNSYLVANIA :
: SS.
COUNTY OF DAUPHIN :
On this, the2 -- d~;y of ~J ~ ~ ~ , 1971, be~ore me,
thc undersig~]~3d officer, personally ~lt.~pe,.~red I{ODERICK W. COO[%,
JR., kl~own to me (or satisfactorily proven) to be thc pcrson
that he execute¢] the same for the purposes th~,~rein contained.
NOTARY pUgLIG
COS~.IONWEALTH OF PENNSYLVANIA :
: SS.
COLR4TY OF DAUPHIN :
On this, the~%L~,day of <'~-~-~.~ ¢~-- , 1971, before
me, the undersigned of flcer, personally appeared -~%-~w%i~d'~
o[ DAUPHIN DEPOSIT TRUST COMPANY, a b.ud~J, ng ~ssociution organized
under tbe laws of the United States of America, and that he, as
, being authorized 'so
to do, executed the foregoing instrument for the purpose tberein
contained by signing the name of the corporation by himself
IN WITNESS WHEREOF, I hereunto set my band and official
seal.
My Com~lission Expires:
NOTARY PUBLIC
EXHIBIT B
PROPOSED DISTRIBUTION TO BENEFICIARIES
PRINCIPAL AND INCOME AVAILABLE FOR DISTRIBUTION
LESS DISBURSEMENT TO KEEFER WOOD ALLEN &
RAHAL FOR ATTORNEY FEES AND DISBURSEMENTS
LOUISE V. COOK
RODERICK W. COOK, III
SUSAN L. COOK
RANDALL C. COOK
TOTAL
25%
25%
25%
25%
$58,119.21
4,468.51
$13,412.68
$13,412.67
$13,412.68
$13,412.67
$58,119.21