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Aff - Skelton, Lura M_8/15/1991i , ( °. ' � •����,1�� . ''�Y EN�E&ED-:�0� TAXATIOb : • � �.'a 1Alt " � � dag of� AUG 15 1991 + o� 1e 9 eQ � �•�-5 AGREEMEVT TWO AUDITOR 4UDIT o�eso , � . THIS AGREEMENT is made this �� day of.: R , 19�U, between LURA M. SKELTON, of Princeton, Indiana, as settlor, and LAURENCE F. SRELTON, of Naperville, Illinois, as Trus_tee. The settlor he.reby transfers to the Trustee the property listed in the attached schedule. That property and all investments and , reinvestments thereof_ and additions thereto are herein col,lectively referred to as the "trust estate" and shall be held ( upon the following trusts: FIRST: .During the lifetime of the settlor the Trustee shall �pay the income from the trust estate in convenient installments to the settlor or otherwise as she may from time to time direct in writing, and also such sums from principal as she may request at any time in writing. ' If at any time or times the settlor is unable to manage her affairs, the Trustee may use such sums from the income and principal of the trust estate as the Trustee deems necessary or - advisable for the care, support and comfort of the settlor and any person dependent upon her, or _for an}� other purpose the Trustee considers to be for settlor's best interest, adding to principal any income not so �sed. For purposes of this agreement,. the settlor shall be considered to be unable to manage her affairs if she is under a A � � . . . . . �J.... '--•.'•�h�H'[�C��..�'. `.• , ` . ' • ^� • ♦ legal disability or by reason of illness or mental or physical disability is unable to give prompt and intelligent consideration to financial matters, and the determination as to settlor's inability at any time shall be made by LAURENCE F. SKELTON and settlor's physician, or the survivor of them, and the Trustee may rely upon written notice of that determination. SECOND: Upon the death of the settlor the trustee shall make no payments from the trust estate. Any person receiving a remainder interest under this Agreement shall pay any estate and inheritance taxes due thereon except in the event my son, LAURENCE F. SKELTOY, receives a life es[ate hereunder. In that event the estate and. inheritance taxes shall be paid according to the directions as set forth in "Agreement One" .entered into on M A'�j-!1 , 1988. Interest and penalties concerning any tax shall be paid and charged in the same manner as the tax. THIRD: After my death the trust estate shall be held and disposed of as follows: SECTIO� 1: If my son, LAURENCE F. SKF.LTON, survives me, then commencing wittr my death the trustee shall pay the income from the trust estate in convenient installments, at least quarterly, to my son or otherwise as he may direct in writing during his lifetime. SECTION 2: Upon the death of my son, or upon my death if my son does ❑ot survive me, the trustee shall divide the trust into equal shares to create one share for each then li.ving child of LAURENCE F. SKELT01 (herein referred to as a"grandchild") and one 2 . . . . . .�.:a. �..,''`�?`.`^^,-'��'Iw^.;.• . `_ , . _ �. :. • .-' ,.. . ... . . ' . � . ' -. . �� � . . ' .. share for the then living descendants, collectively, of each deceased' grandchild, or if there is.no descendant of the grandchild living at the settlor's death, the Trustee shall distribute the grandchild's trust per stirpes to the then living descendanrs of the settlor, subject to postponement of possession as provided below., except that each portion otherwise distributable to a descendant for whom a share of the trust estate is then held hereunder shall be added to that share. Each share created for a grandchild who is 21 years of age or older shall be distributed outright. • Each share created for the descendants of a deceased grandchild shall be distributed per stirpes to those descendants, subject to postponement of possession as provided below. Each share _created for a living grandchild shall be held as a separate trust and disposed of-as hereinafter provided. SECTIO� 3: If a grandchild dies before receiving his or her share in full, then upon the death of the grandchild the principal and any accrued and undistributed income of his or her share shall be held in trust hereunder or distributed to or in trust for such appointee or appointees (including the estate of the grandchild), with such powers and in such manner and proportion as the grandchild may appoint by his or her will making specific reference to this power of appointment, or if none, then per stirpes to the then living descendants of LAURENCE F. SKELTON, subject to postponement of possession as provided below, except 3 . . . . .. . . ,^,..� ' :'ij�"�i.``Y.c=rf �i':�.• •�c-' �=C�` .. . . :�c' A .r . . . . . : � : )' ' . " ; . .. � : . :i �� t �' ; °.�: : _... �: - �,? �+�=.� � . � �.. that each portion otherwise distributable to a descendant for whom a share of the trust estate is then held hereunder shall be added to that share. SECTION 4: If upon the death of the settl'or, or at anv time thereafter but prior to complete distribution of the trust estate, there is no living descendant of the settlor, any trust property then held shall be distributed 1/2 to First United Methodist Church of Princeton, Indiana, and 1/2 to DePauw University of Greencastle, Indiana, to be held in trust as a fund known as THE DAYLE C. SRELTO� AND LURA M. SKELTON FUh`D for perpetual use and benefit of First United Methodist Church and DePauw University respectively. - SECTIOY 5: Each share of the trust estate which is distributable to a descendant who has not reached the age of 21 years shall immediately vest in the descendant, but Ehe Trustee shall retain possession of the share as a separate trust, paying to or for the benefit of the descendant so much or all of the incone and principal of the share as the Trustee deems necessary or advisable from time to time for his or her health, maintenance in reasonable comfort, education (including postgraduate) and best interests, adding to principal any income not so paid except that after the descendant has,reached the age of 21 years, the Trustee shall distribute his or her share in full. FOURTH: The following provisions sha11 apply to the trust estate and to each trust under this declaration: 4 _ •, �;:, ,. K .,.�%,•': ;' , v. . ; , . _ . . ., .. . . . :• . ' ; . .. . SECTION 1: If income or discretionary amounts of principal become payable to a minor or to a person under legal disability or to a person,not adjudicated disabled but who, by reason of illness or mental or physical disability, is in the opinion of.the tr�stee unable properly to manage his or her affairs, then. that income or principal shall be paid or expended only in such of the following ways as the trustee deems best: (a) to the beneficiary directly; (b) to the legally appointed guardian of the benefic.iary; (c) to a custodian for the _beneficiary under a Uniform Transfer_to Minors Act; (d) by the trustee directly for the benefit of the beneficiary; (e) to an adult relative or friend in reimbursement for amounts properly advanced for the benefit of the beneficiary. SECTION 2: The interests of beneficiaries in principal or income shall not be subject to the claims of any creditor, any spouse for alimony or support, or others, or to legal process, and may not be voluntarily or involuntarily alienated or encumbered. This provision shall not limit the exercise of any power of appointment. The rights of beneficiaries to withdraw trust property are personal and may not be exercised by a legal representative, attorney in fact or others. SECTION 3: Income received after the last income payment date and undistributed at the termination of any estate or interest shall, together with any accrued income, be paid by the trustee as income to the persons entitled to the next successive interest in �" ::ti.. ' :��'."t ' . 'Y.� . '� ' , .. the proportions in which they take that inEerest, except that upon my death the undistributed income shall be added to principal. SECTION 4: For convenience of administration or investment, the trustee may hold the several trusts.as a common fund, dividing the income proportionately among them, assign undivided interests to the several trusts, and make joint investments of the funds belonging to them. The trustee may consolidate any separate trust with any other trust with similar provisions for the same beneficiary or beneficiaries. SECTION 5: The trustee shall hold, manage, care'for and protect the trust property and shall have the following powers and, except to the extent inconsistent herewith, those now or hereafter conferred by law: (a) To retain any property (including stock of any corporate trustee hereunder or a parent or affiliate company) originally constituting the ttust or subsequently added thereto, although not of a type, quality or diversification considered proper for trust investments; (b) To invest and reinvest .the trust property in -bonds, stocks, mortgages, notes, . bank deposits, options, futures contracts, limited partnership interests, shares of registered investment companies, or other property of any kind, real or personal, domestic or foreign, suitable for the investment of trust funds; (c) To cause any property, real or,pers.onal, belonging to the trust to be held or registered in the trustee's name or in the name. of a nominee or in such other form as the trustee - deems best without disclosing the trust relationship; � � -� ��J •Wr s�i', :�t. ' .. . .. ,��' � ..i . .� � ' . � ' .. . (d) To vote in person or by general or limited proxy, or refrain from voting, any corporate securities for any purpose, except that any security as to which the trustee's posse�sion of voting discretion would subject the issuing company or the trustee to any law, rule or regulatio❑ adversely affecting either the company or the trustee's ability to retain or vote company securities, shall be voted as directed by me if living, otherwise .by the beneficiaries then entitled to receive or have the benefit of the income from the trust; to exercise or sell any subscription or conversion rights; to consent'to and join in or oppose any voting trusts, reorganizations, consolidations, mergers, foreclosures and liquidations and in connection therewith to deposit securities and accept and hold other property received therefor; (e) To lease trust property for any period of time though commencing in the future or extending beyand the term of the trust; (f) To borrow money from a.ny lender, extend or renew any existing indebtedness and mortgage or pledge any property in the trust; (g) To sell at public or private sale, cont.ract to sell, condey, exchange, transfer and otherwise deal with the trust property and any reinvestments thereof, and to sell put and covered call options, from time to time for such price and upon s�ch terms as the�trustee sees fit; (h) To employ agents, attorneys and proxies and to �delegate to them such powers � discretionary or otherwise, as the trustee considers desirable, and .to desionate a deputy for a checking account, savings account or safe deposit box; (i) To compromise, contest, prosecute or abandon claims in favor of or against the trust; (j) To distribute income and principal in cash or in Kind, or partly in each, and to allocate or distribute undivided interests or different assets or disproportionate interests in assets, and no adjustment shall be made to 7 a _ : " . . „ ' � � '. compensate for a disproportionate allocation of unrealized gain for federal income tax purposes; to value the trust property and to sell any part or all thereof in order to make allocation or distribution; no action taken by the trustee pursusnt to this paragraph shall be subject to question by any beneficiary; (k) To deal with, purchase assets from, or make loans to, the fiduciary of any trust c�ade by me or any member of my family or a trust or estate in which any beneficiary under this declaration has an interest, though a trustee hereunder is the fiduciary, and to retain any property so purchased; to deal with a corporate trustee hereunder individually or a parent or affiliate company; (1) To establish out of income and credit to principal reasonable reserves for depletion, but reserves for depreciation shall not be established except to the extent that the trustee determines that readily marketable assets in the principal of the trust will be insufficient for any renovation, major repair, improvement or replacement of trust property which the trustee deems advisable; (m) To elect, pursuant to the terms of any employee benefit plan, individual .retirement plan or insurance contract, the mode of distribution of the proceeds thereof, and no adjustment shall be made in the interests of the beneficiaries to compensate for the effect of the election; and (n) To - perform other acts necessary or appropriate for the proper administration of the trust, execute and deliver necessary instruments and give full receipts and discharges. SECTION 6: Notwithstanding the foregoing, while the settlor is.living and not unable to manage her affairs: (a) No -sale or without the written unless she fails to disapproval of -any within :10 days after writing; and investment shall be made approval of the settlor, indicate her approval or proposed sale or investment being requested to do so in 3 � . � ' .. . � . • • ... : �`, e�i�•N . ' • . . . -.-� �� .. . ' � . � • • � ' . (b) The 'settlor shall have the power to direct the retention or sale of any trust assets and the purchase of property with any principal cash i❑ the trust. The settlor may at any time or times, with or without right of revocation, by a writing delivered to the trustee delegate to any other person or to the trustee or relinquish any or all of the powers reserved to her hereunder. The statement of the trustee that it is acting according to this section shall fully protect all persons dealing with the trustee. The trustee shall have ❑o responsibility for any loss that may result f.rom acting in accordance.with this section. SECTION 7: The trustee shall render an account of its receipts and disbursements and a statement of assets at least annually to each adult beneficiary then entitled to receive or have the benefit.of the income from the trust. The trustee shall be .reimbursed for all reasonable expenses incurred in the nanagement and protection of the trust and shall receive compensation for its services in accordance with its schedule of fees in effect from time to time. The trustee's regular compensation shall be charged against income during settlor's lifetime and thereafter half against income and half against principal, except that the trustee shall have full discretion at any time or times to charge a larger portion or all against income. 7 _ �; : �:�: . _ Y- :�; � � ,. '� �.. . . SECTION 8: A corporate trustee may in its discretion terminate and distribute any trust hereunder .if the corporate trustee determines that the costs of continuance thereof will � substantially impair accomplishment of the purposes of the trust. The trustee shall terminate and forthwith distribute any trust created hereby, or by exercise of a power of appointment hereunder, and still held 21 years after the death of the last to die of myself and the beneficiaries in being at my death. Distribution under this section shall be made to the persons then entitled to receive or have the benefit of the income from the tr.ust in the proportions in which they are entiled thereto, or if their interests are indefinite, then in equal shares. SECTION 9: Any trustee may resign at any time by written notice to the settlor if living, otherwise to each beneficiary the❑ entitled to receive or have the beneEit of the income from the trust. In case of the death, resignation, refusal or inability to act of LAURENCE F. SKELTON as trustee, JANE SK�LTOY shall be successor trustee. • In case of the death, resignation, refusal or inability to act of JANE SKELTON as trustee, L. MATTHEfJ SKELTON and/or THE GIBSON COUNTY BANK OF PRINCETON, INDIANA, or the survivor shall be co—trustees. In case of the death, resignation, refusal or inability to act of L. itATTHEW SKELTON as trustee, THE GIBSON COUNTY BANR OF PRIYCETON, INDIANA shall be sole trustee with all the powers given the originally named trustee. 10 . �s s... : _ . . �, t, ♦. . . � . 3 � i.' � 5 �- . . , . ... . i F +-��... �iyr +a. ( . .` i '.,.a t ; .. . � }i� . • , `r P ��C� idtil La 1{"J S � y.: ' � � � . � . � . �� � � o ���: ��� . L. MATTHEW SKELTON shall have jointly with the corporate trustee all the powers given the original trustee, except that L. MATTHEtJ SKELTON shall not participate in the exercise of any tax election which affects his interests or the interests of any person to whom he is legally obligated or any discretion to determine the propriety or amount of payments or distributions of income or principal to himself or to any person to whom he is legally obligated, or possess any of the incidents of ownership with respect to any policy of insurance on his life, and the corporate trustee alone shall exercise that tax election or discretion and possess those incidents of ownership. The term : "trustee" shall mean the trustee or trustees from time to time qualified and acting, and the term "corporate trustee" shall mean THE GIBSON COUNTY.BANK OF.PRINCETON, I�DIANA and any successor to it from time to time qualified.and acting. The individual trustee shall serve without compensation. In case of the resignation; refusal or inability to act of the corporate trustee, the settlor if living, otherwise the beneficiary or a majority in interest of the beneficiaries then entitled to receive or have the benefit of the income from the trust, shall appoint as successor trustee a bank or trust company qualified to accept trusts. Every successor trustee shall have all the powers given an originally named trustee. No successor trustee shall be personally liable for any act or omission of any predecessor. 11 — a . `+t i ' �7'.. .ry'e.,?.> ' _� . .. . ... -. .. L��. .'�:�`�. . ' . . . . . . .. . "t. . , • 1 • ,� �• • -1 ' With the approval of the settlor if living, otherwise of the beneficiary or a majority in interest of the beneficiaries then entitled to receive or have the benefit of the income from the trust, a successor trustee may accept the account rendered and the property received as a fu•11 and complete discharge to a predecessor trustee without incurring any liability for so doing. If there are co-trustees the corporate trustee shall have custody of the trust property, keep the records of the trust and prepare the accounts. The individual trustee may at any time or times by a writing delivered to the corporate trustee delegate to it any or all of his powers.. The statement of the corporate trustee as to whether the individual trustee is acting or has delegated to it any or all of his powers shall fully protect all persons dealing with the trust. Except as otherwise specifically provided, if at any time the co-trustees shall be evenly divided, the decision of the corporate trustee shall control. The dissenting trustee shall have no liability for participating in or carrying out the acts of the controlling trustee. The parent or, guardian of a beneficiary under disabilit}� shall receive notice and have authority to act for.the beneficiary under this section. No trustee wherever acting shall be required to give bond or surety or be appointed by or account for the administration of any trust to any court. 12 • , f � . . • ' :•.V �, ar y � S N . Y `i4 < � ;L . �[ �: � . � .. ''}�Gi A� �y�t,�.... iY.1�}�. tV ' .. � ,••' . �`. `• . . SECTION 10: If_for any reason any trustee is unwilling or unable to act as to any property, such person or qualified corporation as the trustee shall from time to time designate in writing, shall act as special trustee as to that property. Any person or corporation acting as special trustee may resign at any time by written ❑otice to the trustee. Each special trustee shall have the powers granted to the trustee by this agreement, to be exercised only with the approval of the trustee, to which the net income and the proceeds from sale of any part or all of the property shall be remitted to be admin.istered under this agreement. FIFTH: The law of the state in which the trust property shall from time to time have its situs for administration shall govern the validity and interpretation of the provisions of this declaration. SIXTH: The settlor or any other person may transfer or bequeath property, or make 'the proceeds under policies of life insurance payable, to the trustee to be held under this agreement. If the addition is- made by will, the trustee shall accept the statement of the legal representative that the assets delivered to the trustee constitute all of the property to which the trustee is entitled, without inquiring into the representative's administration or accounting. SEVENTH: The settlor may at any time or times amend or revoke this agreement in whole or in part by instrument in writing 13 ,f Y .� ^ _ '. . . � , - " b��� ��- a.p�,{�Y . _ . . � iiv�k:.�7�'Y� r ( :.'�:,. .. ..s�y:�!�:.' Z .°'A`ri rvt._.' .. . . . � ' : i�Ti..`:. !. �'-_ , . .. � . . . • i �. . ' (other than a will) delivered to the trustee. The trust property to which any revocation relates shall be conveyed to the settlor or otherwise, as she directs. This .power is. personal'to the settlor and may not be exercised by her legal representative, attorney in fact or others. IN WITNESS WHEREOF LURA M. SKELTON and LAURENCE F. SKELTON have signed this agreement the day and year first above written. 0 LURA ht. SK � ' (�%��Yit�o LAURENCE F. SKELTON 14