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HomeMy WebLinkAbout05-30-14 (2) a q REVOCABLE AGREEMENT OF TRUST "The Lewis T. Holtzineer Revocable Trust" THIS REVOCABLE AGREEMENT OF TRUST ("Agreement') is made and entered into this L day of 4Q& 2006, by and between LEWIS T. HOLTZINGER, of Camp Hill, Cumberland County, Pennsylvania (the "Settlor"), and ORRSTOWN BANK, with offices in Cumberland County,Pennsylvania(the"Trustee"). WITNESSETH: WHEREAS, the Settlor is the owner of the assets set forth on Schedule "A", attached hereto and made a part hereof, and WHEREAS, the Settlor may in the future place the active management and control of certain other property in the hands of the Trustee. NOW, THEREFORE, for and in consideration of their mutual covenants and promises,the parties agree as follows: ti c s x rT� Q7 `rJ O b p. r —i CD q "q L7 G1 O C7) O O C -T7 'rl 77 W C7 590005.1 "� fr- m ARTICLE I Trust Assets The Settlor, or any other party or person, may from time to time make policies of insurance on Settlor's life, individual retirement account benefits, and/or qualified or non-qualified retirement plan benefits payable to the Trustee, or may transfer other assets to the Trustee, subject to the terms of this Agreement, by inter vivos grant or by Will. The trust assets shall include the proceeds of any insurance policies payable to the Trustee (collectively hereinafter called the "Policies"), the assets identified on Schedule "A' and all such other benefits or later added assets (collectively the "Trust Assets"), all of which shall be held, administered, distributed and governed by the Trustee, IN TRUST NEVERTHELESS, in accordance with the provisions of this Agreement . and any amendments hereto. ARTICLE Il During the Settlor's Lifetime During the Settlor's lifetime,the Trustee shall: (A) Have, hold, manage, invest and reinvest the same, 'to collect the income and to pay over the net income to the Settlor during the Settlor's lifetime as may be directed by the Settlor from time to time after payment of all proper charges and expenses. In addition, the Trustee shall pay such portion or all of the principal of the Trust Assets to the Settlor as the Settlor may from time to time request. Any income not distributed to the Settlor during the calendar year shall be added to Trust principal. (B) Pay and use such portion or all of the principal of the Trust Assets as the Trustee, in the Trustee's sole discretion, from time to time shall deem necessary to provide for the proper maintenance, support,medical,hospital,nursing or nursing home care of the Settlor or the Settlor's spouse, YOLANDA M. HOLTZINGER (the"Settlor's Spouse"), -2- { � 7 (C) Pay either from the principal or income of the Trust Assets any outstanding bills or obligations owing by the Settlor. (D). Whenever and as often as the Settlor, to whom payments of income and principal are herein directed to be made, shall be unable to act, or shall lack ability, or, in the sole judgment of the Trustee, shall otherwise be unable to apply such payments to the Settlor's own best interest and advantage, the Trustee, in the Trustee's sole discretion, may make all or any portion of such payments in any one - or more of the following ways: (1) directly to the Settlor; (2) directly to the Settlor's Spouse; (2) to the legal guardian or duly authorized ai#orney-in- fact of the Settlor; or (3) by the Trustee expending the same for the benefit of the Settlor or the Settlor's Spouse. ARTICLE Ill Upon the Settlor's Death Upon the death of the Settlor, the Trustee shall distribute the Trust Assets as follows: (A) To the Settlor's Spouse,if the Settlor's Spouse survives the Settlor. (B) If the Settlor's Spouse disclaims all or any portion of the Trust Assets intended to pass to the Settlor's Spouse under subparagraph (A) of this ARTICLE, said disclaimed property shall be held by the Trustee, IN TRUST NEVERTHELESS, to be held, administered and disposed of in accordance with ARTICLE IV for the benefit of the Settlor's Spouse and the Settlor's issue (hereinafter referred to as the"Unified Credit Trust'). (C) If the Settlor's Spouse does not survive the Settlor, the Trust Assets shall be distributed as follows: -3- (1) Ten Percent (10%) of such remaining Trust Assets to the Settlor's grandchildren living at the Settlor's death, per capita, with each grandchild receiving an equal share; provided, however, that such distribution shall be subject to ARTICLE XV hereof if the grandchild has not then attained the age of twenty-one(2 1)years. (2) Forty-Five Percent (45%) of such remaining Trust Assets to Settlor's daughter, PATRICIA ANN GASTON, if she survives the Settlor, or if she does not survive the Settlor, to Patricia's issue living at the Settlor's death,per stirpes. If Patricia and all of her issue are deceased at the death of the Settlor, then the share passing under this paragraph (C)(2) shall be added to the share passing under paragraph(C)(3)hereof. (3) Forty-Five Percent (45%) of such remaining Trust Assets to Settlor's daughter, KAREN LEE PEARSON, if she survives the Settlor, or if she does not survive the Settlor, to Karen's issue living at the Settlor's death, per stiipes. If Karen and all of her issue are deceased at the death of the Settlor, then the share passing under this paragraph (C)(3) shall be added to the share passing under paragraph(C)(2)hereof. Notwithstanding the foregoing, if any beneficiary under paragraph (C)(2) or(3) has not attained the age of twenty-five (25) years at the'death of the Settlor, each such issue's share shall be retained by the Trustee, IN FURTHER TRUST NEVERTHELESS, to be held, administered and disposed of as a separate trust estate in accordance with ARTICLE V(the"Retention Trust"). ARTICLE IV The Unified Credit Trust The Trustee shall have, hold, manage, invest and reinvest the assets of the Unified Credit Trust, collect the income and (A) Beginning at the Settlor's death, the Trustee shall pay over to the Settlor's Spouse during such spouse's lifetime the net income of the Unified Credit Trust in quarterly installments and such portions of the principal of said Trust as, in the sole discretion of the Trustee, shall be necessary for the Settlor's Spouse's maintenance, support, medical and nursing care, taking into consideration any other means readily available for such purposes. 4 (B) Upon the death of the Settlor's Spouse, the Trustee shall distribute the then remaining principal and -any undistributed income of the Unified Credit Trust as follows: (1) Ten Percent (10%) of such remaining Trust Assets to the Settlor's grandchildren living at the death of Settlor's Spouse, per capita, with each grandchild receiving an equal share; provided,however, that such distribution shall be subject to ARTICLE XV hereof if the grandchild has not then attained the age of twenty-one(2 1)years. (2) Forty-Five Percent (45%) of such remaining Trust Assets to Settlor's daughter,PATRICIA ANN GASTON, if she survives the Settlor's Spouse, or if she does not survive the Settlor's Spouse, to Patricia's issue living at the Settlor's Spouse's death, per stirpes. If Patricia and all of her issue are deceased at the death of the Settlor's Spouse,then the share passing under this paragraph (B)(2) shall be added to the share passing under paragraph(B)(3)hereof. (3) Forty-Five Percent (45 1/6) of such remaining Trust Assets to Settlor's daughter, KAREN LEE PEARSON, if she survives the Settlor's Spouse, or if she does not survive the Settlor's Spouse, to Karen's issue living at the Settlor's Spouse's death, per stirpes. If Karen and all of her issue are deceased at the death of the Settlor's Spouse,then the share passing under this paragraph (B)(3) shall be added to the share passing under paragraph (B)(2)hereof. Notwithstanding the foregoing,if any beneficiary under paragraph(B)(2) or(3)has not attained the age of twenty-five (25) years at the death of the Settlor's Spouse, each such issue's share shall be retained by the Trustee, IN FURTHER TRUST NEVERTHELESS, to be held, administered and disposed of as a separate trust estate in accordance with ARTICLE V(the"Retention Trust"). ARTICLE V The Retention Trust The Trustee shall have, hold, manage, invest and reinvest the assets of the Retention Trust, collect the income and (A) Until the beneficiary of the Retention Trust(the"Beneficiary") shall have attained the age of twenty-one years,the Trustee shall from time to time pay to or for the benefit of the Beneficiary such amounts of the net income -5- and principal of the Retention Trust as, in the sole discretion of the Trustee, shall be necessary for the Beneficiary's maintenance, support,medical and nursing care and education, including college and graduate education, taking into consideration any other means readily available for such purposes. At the end of each year any unexpended income shall be added to the principal of the Retention Trust. (B) After the Beneficiary shall have attained the age of twenty-one years,the Trustee shall thereafter pay to the Beneficiary the net income derived from the Retention Trust in installments not less frequently than quarterly and such amounts of the principal as,in the sole discretion of the Trustee,shall be necessary for the Beneficiary's maintenance, support, medical and nursing care and education,including college and graduate education, taking into consideration any other means readily available for such purposes. (C) If at the time of the creation of the Retention Trust the Beneficiary shall have then attained the age of twenty-five years,or if the Beneficiary shall thereafter attain that age, the Trustee shall distribute outright to the Beneficiary the then remaining principal and any accumulated income of the Retention Trust. (D) If a Beneficiary shall die before final distribution of the assets of the Retention Trust is made,the then remaining principal and any undistributed income of the Retention Trust shall be distributed to the Beneficiary's issue then living, per stirpes; or if the Beneficiary has no issue then living, to the issue then living of the parent of the Beneficiary who was a child of the Settlor,per stirpes, or, if such parent has no issue then living, to Settlor's issue then living, per stirpes;provided,however,that if any such beneficiary has not then attained the age of twenty-five years, each such beneficiary's share shall be held in trust under this ARTICLE for the benefit of such beneficiary. ARTICLE VI Pemetuities Provision Nothing herein is intended to, nor shall it be construed to, postpone the vesting of any part of the assets of this trust or of any separate trust estate created hereunder for more than twenty-one years after the death of the survivor of the Settlor, the Settlor's Spouse and the Settlor's issue living at the Settler's death. At the expiration of such period the assets of this trust and all of -6- the separate.trust estates hereunder shall immediately vest in fee simple absolute in and be distributed outright to the person or persons then entitled to receive the income therefrom, whether in the Trustee's discretion or otherwise. ' ARTICLE VII Spendthrift Provision No part of the income or principal of the property held under any trust created hereunder shall be subject to attachment, levy or seizure by any creditor, spouse, assignee or trustee ` or receiver in bankruptcy of any beneficiary prior to his or her actual receipt thereof. The Trustee shall pay over the net income and the principal to the parties herein designated, as their interests may appear, without regard to any attempted. anticipation (except as specifically provided herein), pledging or assignment by any beneficiary under any trust created hereunder, and without regard to any claim thereto or attempted levy, attachment, seizure or other process against said beneficiary. ARTICLE VIII Trustee Powers During the continuance of any trust created hereunder, the Trustee shall possess, among others,the following powers, exercisable without prior court approval,but in all cases to be exercised for the best interests of the beneficiaries: (A) To retain any investments so long as the Trustee may deem it advisable so to do, including securities owned, issued or underwritten by any corporate Trustee or any of its affiliates. -7- x ; (B) To vary investments, when deemed desirable by the Trustee, and to invest in every kind of property and type of investment, including securities owned, issued or underwritten by any corporate Trustee or any of its affiliates, or as to which such Trustee or its affiliate acts as investment advisor, as the Trustee shall deem wise. (C) To exercise any outstanding stock option in effect at the Settlor`s death, ` and to borrow any necessary funds from any person or institution, including the Trustee, to mortgage or pledge any or all real or personal property as the Trustee in the Trustee's sole discretion shall choose without regard for the dispositive provisions of this Agreement. (D) In order to effect a division of the principal of any trust or for any other purpose, including the final distribution of any trust, the Trustee is authorized to make said divisions or distributions of the personalty and realty partly or wholly in kind..If such division or distribution is made in kind, said assets shall be divided or distributed at their respective values on the date or dates of their division or distribution. In making any division or distribution in kind, the Trustee shall divide and distribute said assets in a manner which will fairly allocate any unrealized appreciation among the beneficiaries. (E) To sell either at public or private sale and upon such terms and conditions as the Trustee may deem advantageous to any trust, any or all real or personal estate or interest therein owned by any trust severally or in conjunction with other pet-sons or acquired by the Trustee (including selling "short" any right, privilege, option or asset), and to consummate said sale or sales by sufficient deeds or other instruments to the purchaser or purchasers,conveying a fee simple title,free and clear of all trust and without obligation or liability of the purchaser or purchasers to see to the application of the purchase money or to make inquiry into the validity of said sale or sales; also, to make, execute, acknowledge and deliver any and all deeds, assignments, options or other writings which may be necessary or desirable in carrying out any of the powers conferred upon the Trustee in this paragraph or elsewhere in this Agreement. (F) To make leases of real estate for any term. (G) To borrow money from any party, including the Trustee, to pay an indebtedness of the Settlor or of the Settlofs estate or trust, expenses of administra- tion,all estate,inheritance and similar taxes("Death Taxes")and other taxes. (H) To pay, in the Trustee's discretion, without reimbursement, all costs, Death Taxes or other taxes, expenses and charges in connection with the administra- _g_ o r fa. f k, r ✓ M ..g _ b ears �� h� �� j i Lion of the Settlor's estate or trust, and to pay the funeral expenses and the expenses of the last illness of the Settlor. (1) To vote any shares of stock which form a part of any trust and to otherwise exercise all the powers incident to the ownership of such stock;to actively manage and operate any incorporated or unincorporated business, including any joint ventures and partnerships, and to incorporate any such unincorporated f business,with all the rights and powers of any owner thereof. (J) In the discretion of the Trustee, to unite with other owners of similar property in carrying out any plans for the reorganization of any corporation or company whose securities form a part of any trust. (K) To assign to and hold in any trust an undivided portion of any asset. (L) To select, employ and compensate any person, firm or corporation engaged in rendering investment counsel advice to advise the Trustee in making investments, managing securities or making decisions concerning the purchase, retention, sale or other disposition of any part of any trust estate hereunder; and to select, employ and compensate any attorney or firm of attorneys to render legal services to the Trustee with respect to any trust estate hereunder. (NI) If any beneficiary under any trust hereunder is determined by the Trustee, in the Trustee's sole discretion, to be mentally or physically incapacitated, the Trustee may pay any amount distributable to such beneficiary to the parent, guardian of the property or estate of such beneficiary, the beneficiary's attorney-in- fact or to the person caring for such beneficiary. (N) To divide any trust hereunder into two or more separate, but identical, trusts. To divide any trust hereunder which would have a generation slipping transfer tax inclusion ratio other than one or zero, into two separate trusts which are fractional shares, known as the "exempt trust" and the "nonexempt trust". The exempt trust shall be that fractional share of the total trust fund that has a generation skipping transfer tax inclusion ratio of zero, and the nonexempt trust shall be the remaining fractional share of the trust, with a generation skipping transfer tax inclusion ratio of one. The terms and conditions of the nonexempt trust and the exempt trust will be identical. Any referenced to a trust created under this Agreement, without a further specification or limitation, shall be deemed to refer to both the exempt trust and the nonexempt trust, in proportionate amounts, where relevant. The assets of each separate exempt and nonexempt trust shall be held, administered and invested as separate trusts,and the Trustee shall maintain adequate accounting and records for both such trusts. The executor of the Settlores estate shall indicate on the federal estate tax return filed for the Settlor's estate that separate -9- F trusts will be created (or funded) and clearly set forth the manner in which the trust is to be severed and the separate trusts funded. (0) To manage and develop all or any part of any real property that may be owned by any trust, including but not limited to, the power to subdivide (including the dedication of parks, easements or streets, with or without consideration); to obtain the vacation of a plat or adjust boundaries; to submit ` property to a condominium project and do all acts necessary in connection therewith; to grant options to purchase or to lease; to construct buildings or to alter or remove buildings, and make such improvements to real property as the Trustee determines to be appropriate (including improvements not situated directly on the particular real property); to grant easements or encumbrances of any kind, and to release any interest in the property; and to abandon or demolish any property r� including an interest in real property deemed by the Trustee to be worthless or of insufficient value to keep or protect. ARTICLE IX Survival Presumptions Any person, other than the Settlor's Spouse,who shall have died at the same time as the Settlor or under such circumstances that it is difficult or impossible to determine who shall have died first, shall be deemed to have predeceased the Settlor. If the Settlor and the Settlor's Spouse shall have died at the same time or under such circumstances that it is difficult or impossible to determine who shall have died first, the Settlor's Spouse shall be deemed to have survived the Settlor. Any person other than the Settlor who shall have died'at the same time as any then i beneficiary of income of a trust created hereunder or under such circumstances that it is difficult or impossible to determine who shall have died first, shall be deemed to have predeceased such beneficiary. - ta- ARTICLE X Trustee's Duties With Respect to Policies The Trustee shall not be obligated to pay any premiums or assessments on any of the F Policies and shall be under no obligation with respect to the Policies, except for safekeeping during the Settlor's lifetime and to the extent otherwise expressly agreed to herein. ARTICLE XI Settlor's Reserved Rights With Respect to Policies With respect to any of the Policies, the Settlor reserves to himself, during his ownership of said Policies and during his lifetime, all rights,payments, dividends, surrender values and benefits of any kind which may accrue on account of any of the Policies, and the right at any time to assign, pledge or use said Policies, or any of them, or to change the beneficiary thereof to borrow money thereon, or for any purpose, without the consent, approval,or joinder of the Trustee or any beneficiary hereunder. It is the intent of the SettIor, with regard to said Policies; that this Agreement shall be operative only with respect to the proceeds of such of the Policies as may be due and payable to the Trustee at the time of the death of the Settlor or thereafter, after deduction of all charges against the Policies by reason of advances,loans,premiums or otherwise; and the receipt of the Trustee for such proceeds shall release the insurance companies from liability on the Policies. i tt ARTICLE MI Collection of Policy Proceeds The Settlor agrees and directs that, upon the Settlor's death, the proceeds of all G Policies which are then subject to the terms of this Agreement shall be paid in accordance with the { directions then set forth in said Policies or the beneficiary designations then attached thereto. In the event the proceeds of said Policies are payable to the Trustee, the Trustee may institute any proceeding at law or in equity in order to enforce the payment thereof, and may do and perform any and all other acts and things which may be necessary, for the purpose of collecting any sums which may be due and payable under the terms of said Policies; it being distinctly understood, however, that the Trustee shall not, except at the Trustee's option, enter into or maintain any litigation to enforce the payment of said Policies until the Trustee shall have been guaranteed indemnification, to the Trustee's satisfaction, by one or more of the beneficiaries of this Agreement against all expenses and liabilities to which the Trustee may, in the Trustee's judgment, be subjected by any such action. The Trustee is authorized to compromise and adjust claims arising out of the Policies, or any of them, upon such terms and conditions as the Trustee may deem just, and the decision of the Trustee shall be binding and conclusive upon all persons and corporations interested therein. ARTICLE XIII Successor Trustees (A) The Settlor and if the Settlor is not able to act due to mental incapacitation, the Settlor's duly designated power of attorney and subsequent to the Settlor's death, the Settlor's Spouse shall be authorized,by written notice directed to the Trustee, to remove any corporate Trustee, for any reason, without cause and t2 without Court approval, and to replace or fill a vacancy in the office of Trustee with another corporate Trustee having fiduciary powers. (B) An individual Trustee shall be deemed to have failed to serve as Trustee hereunder if, among other reasons,the treating physician of such individual Trustee shall certify in writing that such Trustee possesses permanent mental or physical incapacities which preclude such Trustee from discharging his or her duties ' as Trustee hereunder. (C) Any Trustee serving hereunder shall have the right to resign from such office at any time, with or without cause and without Court approval and the person then holding the power to remove under paragraph (A) shall appoint a substitute Trustee in writing effective without court approval. No successor Trustee shall be liable for the actions of the Trustee occurring prior to the successor Trustee taking office. (D) Notwithstanding anything to the contrary herein contained, so long as a Trustee or the issue of such Trustee is a beneficiary of any trust hereunder, such Trustee shall not participate in any discretionary determination of the Trustee (i) to make trust distributions to or for the benefit of such Trustee or his or her own issue; or(ii)to terminate any trust for the benefit of such Trustee or his or her issue under ARTICLE XV hereof. (E) All references herein to the "Trustee" shall refer to the originally named Trustee(s)and to any successor Co-Trustees or Trustee. ARTICLE XIV Additional Trust and Trustee Provisions (A) If there should be established by the Settler or the Settlor's Spouse, either in a Last Will and Testament or by inter vivos Deed or Agreement, trusts identical to the trusts herein established for the benefit of the Settlor's issue, the Trustee herein shall have the right and power to merge trusts herein established by the Settlor or the Settler's Spouse and to operate each of the merged trusts as a single trust. (B) Whenever the Trustee, in the Trustee's sole discretion, determines that any trust hereunder other than the Unified Credit Trust should be terminated because said trust is too small to justify its maintenance as a separate trust, the Trustee, without any liability to any person or remainderman whose interest may be - 13- affected thereby and without the necessity of prior court approval, shall terminate such trust and shall distribute the assets of the terminated trust outright to the individual or individuals at that time eligible to receive the income therefrom. If any additions to any such trust are received after its termination under this ARTICLE, such trust shall be revived and this provision shall continue to apply to it. The Trustee discretion herein granted shall in no event be construed as giving any r potential distributee of a trust the right to compel a temnination in whole or in part of such trust. ARTICLE XV Custodian of Estates If at any time any individual under the age of twenty-one years shall be entitled to receive any assets hereunder free of trust, the Trustee shall act as Custodian of such assets for the benefit of such individual under the Pennsylvania Uniform Transfers to Minors Act. ARTICLE XV€ Surety and Compensation of Trustee The Trustee shall serve without the duty or obligation of filing any bond or other security. Any corporate Trustee shall be entitled to compensation for services in accordance with the standard schedule of fees in effect when the services are rendered. ARTICLE XVII Revocability The Settlor may, by instrument in writing delivered to the Trustee, modify, alter or revoke this Agreement in whole or in part; provided, however, that the duties, powers, -14- compensation and liability of the Trustee shall not be changed without the written consent of the Trustee. ARTICLE XVIII Situs This Agreement and any trust created hereunder shall be governed by the laws of Pennsylvania and shall have its situs in Cumberland County,Pennsylvania. IN WM TESS WHEREOF, LEWIS T. HOLTZINGER, as Settlor, has hereunto affixed his hand and seal and ORRSTOWN BANK, as Trustee, has caused this Revocable Agreement of Trust to be signed by its duly authorized officers and its corporate seal affixed, all as of the day and year first above written. WITNESS: SETTLOR: (SEAL) Lewis T. Holtzinger ATTEST: TRUSTEE: ORRSTOWN BANK By: M " � 1 (Asst.) Secretary (Vice)President (SEAL) (Title) 15 - The Lewis T.Holtzinger Revocable Declaration of Trust SCHEDULE "A" Prat cD sL 31lC> o 'A59 am c Z-r=2f+a � c D it C.-P-4-% o Y S 12,1 pStit�TOwr1 C D t, -10C> 006 Iq SZ t1ME�YCNO3CL CD ti. 18Q ` wa� �ozmr CD IL. °16000 X130 i_HT£ 11 1 �Z56 M eWN&ens 1,-71 jL Z v 0 310 WITNESS: SETTLOR: (SEAL) Lewis T. Holtzinge3 ATTEST: TRUSTEE: ORRSTOWN BAAN��K��,, By: Asst.) Secretary (Vice)President GF �7Grsi�- (SEAL) (Title) COMMONWEALTH OF PENNSYLVANIA ) COUNTY OF DAUPHIN ) SS: On this, the /S day of 20g4 before me, a notary public, the undersigned officer, personally a eared LEWIS T. HOLTZINGER, known to me (or satisfactorily proven) to be the person whose name is subscribed to the within Agreement, and acknowledged that he executed the same for the purposes therein contained. IN WITNESS WHEREOF,I hereunto set my hand and official seal. o Public My Commission Expires: (SEAL) COMMONWEALTH OF Ft=NNSYL'VANIq Judith L.K2pe,iNotary Public City Of Harrisburg,Dauphin Coon MY Commission Expires Oct 14,2007 INember,Pennsylvania Association pf t\ otaries COMMONWEALTH OF PENNSYLVANIA ) COUNTY OF ) SS: On this, they day of 2QL before me, the undersigned, officer, personally appeared who acknowledged himself/I@seW to be the A?zA57- _e/L of ORRSTOWN BANK, a banking corporation, and that he/she as such officer,being authorized to do so, executed the foregoing Agreement for the purposes therein contained by signing the same on behalf of the corporation by himself/herself as such officer. IN WITNESS WHEREOF,I hereunto set my hand and official seal. #Commilssion Expires: (SEAL) COMMONWEALTH OF PENNSYLVANIA Notarial Seal Public Peggy A.Gilson,Notary and Un ensburg Born,Cumberl C°008 Stipp Cpmnission Expires Aug.31. Member.Pennsylvania Association Or Notaries