Exhibit 7(f)
STATE OF NORTH CAROLINA
COUNTY OF ▇▇▇▇▇▇▇▇
IRREVOCABLE TRUST AGREEMENT
THIS IRREVOCABLE TRUST AGREEMENT, made and entered into this
the 28th day of December, 1976, by and between ▇▇▇▇▇▇ ▇. HOLDING, of ▇▇▇▇▇▇▇▇
County, North Carolina (hereinafter referred to as "Grantor"), party of the
first part; and FIRST-CITIZENS BANK & TRUST COMPANY, a North Carolina banking
corporation, and ▇▇▇▇▇▇▇ ▇. HOLDING, of Wake County, North Carolina (hereinafter
individually referred to as "Corporate Trustee" and "Individual Trustee"
respectively, and collectively referred to as "Trustees"), parties of the second
part;
W I T N E S S E T H :
ARTICLE I
CORPUS
Section 1. Trust Property. The Grantor hereby irrevocably
transfers, delivers and conveys to the Trustees all the property described on
"Exhibit A" attached hereto and specifically incorporated herein by reference,
the receipt of which is hereby acknowledged by the Trustees. The Trustees accept
such transfer and agree to hold and administer the aforesaid property in trust
for the uses and purposes and upon the express terms and conditions and with the
powers and limitations hereinafter set forth.
Section 2. Additions To Corpus. Additional property from time
to time may be transferred by the Grantor or by any other person or persons to
the Trustees, and such property thereupon shall become a part of the trust
estate and shall be held, managed, invested, reinvested, and disposed of on the
same terms and conditions as the property originally transferred.
ARTICLE II
DISPOSITIVE PROVISIONS
Section 1. General Provisions. The Trustees shall hold,
manage, invest and reinvest, and control the trust property, and
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shall collect the income thereof, and after deducting all necessary expenses
incident to the management and administration of the trust property, shall
disburse the net income and corpus for the benefit of ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ HOLDING
(hereinafter referred to as "Primary Beneficiary") and said Primary
Beneficiary's blood issue, as hereinafter provided.
Section 2. Distribution During Primary Beneficiary's Life. The
Trustees shall hold and distribute the net income and corpus during Primary
Beneficiary's life upon the following terms and conditions:
a. Income -- The Trustees shall pay or apply the net
income, at least annually, or more frequently as may be determined by the
Trustees, to or for the benefit of Primary Beneficiary.
b. Corpus -- The Trustees may, in their discretion,
pay or apply to or for the benefit of Primary Beneficiary such additional
amounts from corpus, in such manner and at such intervals and in such amounts as
the Trustees in their discretion from time to time shall deem requisite or
desirable; provided, however, in the case of each payment of corpus, the
Trustees shall first determine that such payment or application of corpus is
reasonably necessary to promote Primary Beneficiary's education, support,
maintenance, or health; or is reasonably necessary for the reasonable support
and comfort of Primary Beneficiary; or is reasonably necessary to enable Primary
Beneficiary to maintain her accustomed standard of living; or is reasonably
necessary to meet an emergency. In making such determination under this
subsection 2b, the Trustees shall take into consideration any other income
(other than capital gains), or property known to the Trustees which Primary
Beneficiary may have or enjoy from sources other than this trust estate.
Section 3. Distribution After Primary Beneficiary's Death.
Upon the death of Primary Beneficiary, the corpus of this trust, as it shall
then exist, and all undistributed income shall be held and distributed to or for
the benefit of Primary
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Beneficiary's blood issue, from time to time living, subject to the following
terms and conditions:
a. Income -- The Trustees shall pay or apply the net
income, at least annually, to or for the benefit of Primary Beneficiary's blood
issue, from time to time living, in such manner and at such intervals and in
such amounts, not necessarily in equal shares or amounts, as the Trustees in
their discretion from time to time shall deem requisite or desirable to promote
the education, support, maintenance, or health of such beneficiary; or for the
reasonable support and comfort of such beneficiary; or to enable such
beneficiary to maintain his accustomed standard of living; or to meet an
emergency. Any portion of the net income not distributed pursuant to the
preceding sentence shall be paid at least annually, to or for the benefit of
Primary Beneficiary's blood issue, from time to time living, in equal shares.
Any such disbursements from income to such blood issue shall not be charged
against any individual share subsequently distributed to any beneficiary.
b. Corpus -- The Trustees may, in their discretion,
pay or apply to or for the benefit of any of Primary Beneficiary's blood issue,
from time to time living, such additional amounts from corpus, in such manner
and at such intervals and in such amounts, not necessarily in equal shares or
amounts, as the Trustees in their discretion from time to time shall deem
requisite or desirable. Provided, however, in the case of each payment or
application of corpus, the Trustees shall first determine that such payment or
application of corpus is reasonably necessary to promote the education, support,
maintenance or health of such beneficiary; or is reasonably necessary for the
reasonable support and comfort of such beneficiary; or is reasonably necessary
to enable such beneficiary to maintain his accustomed standard of living; or is
reasonably necessary to meet an emergency. In making such determination under
this subsection 3b, the Trustees shall take into consideration any other income
(other than capital
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gains), or property known to the Trustees which such beneficiary may have or
enjoy from sources other than this trust estate. Any such disbursements from
corpus shall not be charged against any individual share subsequently
distributed to any beneficiary.
Section 4. Termination and Distribution. This trust shall
terminate upon the (1) the death of Primary Beneficiary with no surviving blood
issue or (2) the death of all surviving blood issue of Primary Beneficiary after
the death of Primary Beneficiary whether born before or after the death of
Primary Beneficiary, or (3) the expiration of the term of eighteen (18) years
from the death of Primary Beneficiary, whichever of said three events shall
first occur.
Upon termination of this trust, the Trustees shall transfer
and deliver the corpus and all undistributed income then constituting the trust
estate, discharged of this trust, as follows:
a. If any blood issue of Primary Beneficiary is
living at the time of said termination, then in equal shares to such of Primary
Beneficiary's natural children as shall then be living and to the blood issue
per stirpes of such of Primary Beneficiary's natural children as shall be dead
with blood issue then living--such blood issue representing its parent.
b. If no blood issue of Primary Beneficiary shall be
living at the time of said termination, then to ▇▇▇▇▇▇ ▇▇▇▇▇ HOLDING, the child
of ▇▇▇▇▇ ▇. HOLDING, if she shall then be living, or to her blood issue per
stirpes if she shall be dead with blood issue then living; provided, however, in
the event that certain Irrevocable Trust Agreement executed by Grantor of even
date herewith for the primary benefit of said ▇▇▇▇▇▇ ▇▇▇▇▇ HOLDING and her blood
issue (said trust being hereinafter referred to as "▇▇▇▇▇ ▇. Holding Sibling -
Trust") is still in existence at the time of said termination, then any share
otherwise payable to said ▇▇▇▇▇▇ ▇▇▇▇▇ HOLDING or her blood issue per stirpes
shall instead be transferred and delivered to the Trustees of the said ▇▇▇▇▇ ▇.
Holding - Sibling Trust created for the primary benefit of said
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child and his blood issue. The corpus and income so transferred shall be added
to the corpus of said ▇▇▇▇▇ ▇. Holding - Sibling Trust as an integral part
thereof to be held, administered, and distributed in accordance with all of the
terms, conditions, and limitations set forth in said ▇▇▇▇▇ ▇. Holding - Sibling
Trust.
c. If no blood issue of Primary Beneficiary is living
at the time of said termination, and if none of the above-named children of
▇▇▇▇▇ ▇. HOLDING or their blood issue is living at the time of said termination,
and if none of the ▇▇▇▇▇ ▇. Holding - Sibling Trusts is in existence at the time
of said termination, then the Trustees shall apportion said trust estate in
equal shares so that there is one such equal share apportioned for the
below-named children of ▇▇▇▇▇ ▇. HOLDING and their blood issue and one such
equal share for the below-named children of ▇▇▇▇▇▇ ▇. HOLDING, JR. and their
blood issue (or if but one of the aforesaid named individuals have any of the
above-named children or blood issue of said children then living, then all of
said trust estate for the below-named children of said individual and their
blood issue) and said share or shares so apportioned shall be transferred and
delivered, discharged of this trust, as follows:
(1) The share, if any, so apportioned for
the said children of ▇▇▇▇▇ ▇. HOLDING and their blood issue shall be transferred
and delivered in equal shares to such of the following children of ▇▇▇▇▇ ▇.
HOLDING as shall be living and the blood issue of such of said children as shall
be dead with blood issue then living--such blood issue representing its parent:
▇▇▇▇▇ ▇▇▇▇▇ HOLDING, JR., ▇▇▇▇ ▇▇▇ HOLDING, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ HOLDING, ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇ HOLDING, and ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ HOLDING; provided however, in the event
any one or more of those certain Irrevocable Trust Agreements executed by
Grantor of even date herewith for the primary benefit of each of the above-named
children of ▇▇▇▇▇ ▇. HOLDING and their blood issue (said trusts hereinafter
collectively referred to as "▇▇▇▇▇ ▇. Holding - Sibling Trusts") is still in
existence at the time of said termination, then any share or shares otherwise
payable to one or more of the above-named children of
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▇▇▇▇▇ ▇. HOLDING, or their blood issue per stirpes whose ▇▇▇▇▇ ▇. Holding -
Sibling Trust is still in existence, shall instead be transferred and delivered
to the Trustees of the said ▇▇▇▇▇ ▇. Holding - Sibling Trust created for the
primary benefit of said child and his blood issue. The corpus and income so
distributed shall be added to the corpus of said ▇▇▇▇▇ ▇. Holding - Sibling
Trust as an integral part thereof to be held, administered, and distributed in
accordance with all of the terms, conditions and limitations set forth in said
▇▇▇▇▇ ▇. Holding Sibling Trust.
(2) The share, if any, so apportioned for
the said children of ▇▇▇▇▇▇ ▇. HOLDING, JR. and their blood issue shall be
transferred and delivered in equal shares to such of the following children of
▇▇▇▇▇▇ ▇. HOLDING, JR. as shall be living and the blood issue of such of said
children, as shall be dead with blood issue then living--such blood issue
representing its parent: ▇▇▇▇ HOLDING EIL, ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇ HOLDING, ▇▇▇▇▇ ▇▇▇▇▇▇
HOLDING and ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ HOLDING; provided however, in the event any one
or more of those certain Irrevocable Trust Agreements executed by Grantor of
even date herewith for the primary benefit of each of the above-named children
of ▇▇▇▇▇▇ ▇. HOLDING, JR. and their blood issue (said trusts hereinafter
collectively referred to as "▇▇▇▇▇▇ ▇. Holding, Jr. - Sibling Trusts") is still
in existence at the time of said termination, then any share or shares otherwise
payable to one or more of the above-named children of ▇▇▇▇▇▇ ▇. HOLDING, JR., or
their blood issue per stirpes, whose ▇▇▇▇▇▇ ▇. Holding, Jr. - Sibling Trust is
still in existence, shall instead be transferred and delivered to the Trustees
of the said ▇▇▇▇▇▇ ▇. Holding, Jr. - Sibling Trust created for the primary
benefit of said child and his blood issue. The corpus and income so distributed
shall be added to the corpus of said ▇▇▇▇▇▇ ▇. Holding, Jr. - Sibling Trust as
an integral part thereof to be held, administered, and distributed in accordance
with all of the terms, conditions, and limitations set forth in said ▇▇▇▇▇▇ ▇.
Holding, Jr. - Sibling Trust.
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d. If there is no person qualified to take under any
of the preceding provisions of this Section of this Article, then the Trustees
shall distribute the aforesaid corpus and undistributed income to the then
living heirs of Primary Beneficiary, as "heirs" are determined by the North
Carolina Intestate Succession Act then in effect, and this trust shall
terminate. It is Grantor's intention that the identity of such heirs and the
respective shares to be distributed to them, are to be determined by the
provisions of the North Carolina Intestate Succession Act then in force as if
Primary Beneficiary died at the time of the event causing termination of this
trust.
Section 5. Payment to Minors. During the minority or legal
disability of any beneficiary to or for whom income or corpus is authorized or
directed to be paid hereunder, the Trustees may pay, transfer or assign the same
in any one or more of the following ways as well as any other permissible
method:
a Directly to such beneficiary; or,
b. To the guardian of the person or of the property
of such beneficiary upon the agreement of such guardian to apply or expend such
income or corpus solely for the education, support, maintenance, or health of
the beneficiary; or for his reasonable support and comfort; or to enable him to
maintain his accustomed standard of living; or to meet an emergency; or,
c. To a relative of such beneficiary upon the
agreement of such relative to expend or apply such income or corpus solely for
the education, support, maintenance, or health of the beneficiary; or for his
reasonable support and comfort; or to enable him to maintain his accustomed
standard of living; or to meet an emergency; or,
d. By expending such income or corpus directly for
the education, support, maintenance, or health of the beneficiary; or for his
reasonable support and comfort; or to enable him to maintain his accustomed
standard of living; or to meet an emergency.
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The Trustees shall be protected and relieved of all liability
hereunder in relying upon the written statement of a doctor of medicine in
determining whether a beneficiary is under any legal disability.
Section 6. Perpetuities. Anything herein contained to the
contrary notwithstanding, no trust (other than a trust of a vested interest)
created hereunder shall continue more than twenty-one (21) years after the death
of the last to die of the Grantor and Primary Beneficiary; and upon the
expiration of such period all trusts shall terminate and the assets thereof
shall be delivered and conveyed to the then living income beneficiaries pursuant
to the provisions of this Article.
Section 7. Payment to Persons Under Age 21. Notwithstanding
anything herein contained to the contrary, whenever pursuant to the provisions
of this agreement all or any part of the corpus of a trust shall vest in
absolute ownership in a person under the age of 21, the Trustees are authorized
and empowered in their uncontrolled discretion, to hold the property so vested
in such person, or any part thereof, in a separate fund for the benefit of such
person, notwithstanding that such property may consist of investments not
authorized by law for trust funds, and to invest and reinvest the same, collect
the income therefrom and, until such person attains age 21, to apply so much of
the corpus and so much of the net income thereof to the support, education, and
maintenance of such person as the Trustees shall see fit, and to accumulate,
invest, and reinvest the balance of the income until such person shall attain
age 21, and thereupon to pay over the corpus, together with any accumulated and
undistributed income, to such person, and if such person shall die before
attaining age 21, the corpus, together with any accumulated and undistributed
income, shall be paid over to the estate of such person. The authority conferred
upon the Trustees by this Section shall be construed as a power only, and shall
not operate to suspend the absolute ownership of such property by such person or
to prevent the absolute vesting thereof in such person. With respect to the
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administration of any such property which shall vest in absolute ownership in
such person, and which shall be held by the Trustees as authorized in this
Section, the Trustees shall have all the powers vested in them under the
provisions of this trust.
ARTICLE III
POWERS OF TRUSTEES
Section 1. General Powers. Under and pursuant to the authority
granted by North Carolina General Statute ss. 32-26, the Grantor hereby grants
to the Trustees all the powers set forth in North Carolina General Statute ss.
32-27 and these powers are hereby incorporated by reference and made a part of
this agreement, and such powers are intended to be in addition to, and not in
substitution of, all other powers conferred by law; and provided further that
the reference in Section 32-27(29) to the Uniform Principal and Income Act
contained in Chapter 37 shall be deemed a reference to the Principal and Income
Act of 1973 contained in that Chapter. Such powers shall be subject to the
limitations and restrictions stated in North Carolina General Statute ss.
32-26(b) and elsewhere in this agreement and shall be exercised in a fiduciary
capacity, primarily in the interest of the beneficiaries. Trustees are expressly
authorized to retain any property which Trustees receive originally or
hereafter, real or personal, tangible or intangible, including shares of stock
in First-Citizens Bank & Trust Company, even though such retention would not be
appropriate apart from this provision and even though such property may not be
income-producing or may be a wasting asset. Trustees are hereby relieved from
any and all liability for any loss or depreciation arising out of such
retention. Trustees are also hereby relieved from any and all liabilities and
restrictions which would other be imposed upon them by Article 5 entitled
"Uniform Trust Act" of Chapter 36 of the General Statutes of North Carolina.
Trustees are expressly given the power, subject to the limitations set forth in
this agreement, to purchase, hold, and vote shares of stock, bonds or other
securities of First-Citizens Bank & Trust
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Company, or the stock, bonds or other securities of any affiliate of First
Citizens Bank & Trust Company.
Section 2. Separate Duties of Corporate and Individual
Trustees. The powers, duties, and authorities of the Trustees shall be exercised
jointly; provided however, unless Individual Trustee gives Corporate Trustee
written notice to the contrary, the following powers and duties, except as
otherwise provided in this trust agreement, may be exercised by corporate
Trustee alone:
a. To keep the books and records of the trust;
b. To open bank accounts and draw checks
thereon;
c. To employ attorneys and accountants;
d. To list property for taxation and prepare
and file federal, state, municipal and
county tax returns;
e. To collect claims and debts due the trust
and give receipts therefor;
f. To pay claims against and debts of the
trust;
g. to compromise claims in favor of or against
the trust;
h. To have custody of property of the trust;
Except as otherwise provided, Individual
Trustee may similarly delegate any other
power, duty or authority to Corporate
Trustee by written agreement signed by all
Trustees and filed with the trust records
provided said delegation causes no tax
liability to the trust or anyone interested
in the trust. Any such delegation or
delegations shall remain effective for the
time therein specified or until earlier
revocation by Individual Trustee by a
written notice delivered to Corporate
Trustee and filed with the records of the
trust.
Section 3. Power to Minimize Taxes. The Trustees may upon
permission from a majority of the then current income beneficiaries surrender,
disclaim, release, relinquish or amend, either in whole or in part, or reduce in
scope any administrative provision of the trust which causes unanticipated tax
liability, or conform the administrative provisions of the trust to the
requirements of the taxing authorities. The Trustees, therefore,
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are expressly authorized to enter into any and all agreements with the Internal
Revenue Service or any other governmental body or official or from time to time
to execute any declaration of policy or disclaimers restricting the discretion
given them as, determined in the discretion of the Trustees, will tend to
minimize the taxes engendered by the trust.
Section 4. Limitations on Trustees' Powers. Notwithstanding
anything herein to the contrary, no power of the Trustees enumerated herein or
now or hereafter conferred upon trustees generally shall be construed to enable
the Grantor, or Trustees or either of them, or both of them together, or any
other person to purchase, exchange, or otherwise deal with or dispose of all or
any part of the corpus or income of the trust for less than an adequate
consideration in money or monies worth, or to the extent prohibited by Section
675 of the Internal Revenue Code of 1954, as amended, to enable the Grantor to
borrow all or any part of the corpus or income of the trust, directly or
indirectly, without adequate interest or security, or the power to allow the
Grantor directly or indirectly to borrow either corpus or income from the trust
and not completely repay such loan, including any interest, before the beginning
of the taxable year. No part of the corpus or income of the trust property shall
be used for or applied to the payment of premiums upon policies of insurance on
the life of the Grantor. Trustees shall neither have nor exercise the power to
vote or direct the voting of any shares or other securities of the trust except
as expressly directed in a signed, written authorization by a majority of the
then current income beneficiaries; nor shall the Trustees have or exercise the
power to purchase or sell any trust assets, including stock or securities,
without written and signed authorization from a majority of the then current
income beneficiaries. A majority of the then current income beneficiaries shall
have the power to cause trust assets, including stock or securities, to be sold
or purchased, by so indicating their intention in a signed, written request
delivered to the Trustees; provided, however, that the said power of the
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beneficiaries to cause assets to be sold or purchased shall be subject to the
express approval of the Individual Trustee. For purposes of this Section, the
signed written authorization, direction or request of a minor beneficiary shall
be of equal force and effect as if said beneficiary had attained the age of
majority. The Trustees shall be relieved from any and all liability for any loss
or decrease in value in the trust estate that may result from following such
written directions of a majority of said income beneficiaries.
ARTICLE IV
ADMINISTRATIVE PROVISIONS
Section 1. Records and Accounting. The Corporate Trustee shall
maintain adequate books and records reflecting all income and corpus
transactions, which books and records shall be open at all reasonable times to
the inspection of the then current income beneficiaries or the guardian or
person having custody of any minor or incompetent beneficiary. The Corporate
Trustee shall furnish at least annual statements of all receipts, disbursements
and transactions to each adult beneficiary and the guardian or person having
custody of any minor or incompetent beneficiary.
Section 2. Bond. No Trustee shall be required to furnish any
bond or surety for the performance of his duties hereunder.
Section 3. Compensation. Individual Trustee shall receive no
compensation for her services hereunder but shall be entitled to reimbursements
or advancements for all expenses incurred in performing the duties of trustee
hereunder. Corporate Trustee, as compensation for its services as trustee
hereunder, shall receive the commissions stipulated in its regularly adopted
schedule of compensation in effect and applicable at the time of performance of
such services.
ARTICLE V
SUCCESSOR TRUSTEES
Section 1. Resignation and Removal of Trustees. A trustee may
resign at any time by giving thirty (30) days notice of
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such resignation to Grantor, if living and if not, to the then current income
beneficiaries or their guardians; provided, however, the Corporate Trustee shall
not resign until a successor trustee is appointed. Any successor trustee shall
qualify under the provisions set forth below in Section 3 of this Article.
Grantor, during her lifetime, and a majority of the then current income
beneficiaries thereafter, shall have the right to remove any trustee with or
without cause by giving thirty (30) days notice of such removal to such trustee.
Section 2. Successor Trustee. The Grantor during her lifetime,
and thereafter a majority of the then current income beneficiaries, shall have
the right to appoint a qualified successor trustee in the event of the death,
disability, resignation or removal of an acting trustee. Each successor trustee
shall be appointed by a written instrument filed with the records of the trust.
If the Individual Co-Trustee dies, resigns, is removed, or becomes disabled and
no successor is so appointed, the Corporate Trustee may serve alone.
Section 3. Qualifications. A successor trustee may be (a) an
individual or (a) a trust company or bank qualified to act as such in North
Carolina, and having combined capital and surplus of not less than One Million
Dollars ($1,000,000). Neither the Grantor nor any beneficiary shall act as
trustee and no more than one-half (1/2) of the trustees shall be a "related or
subordinate party," as defined by Section 672(c) of the Internal Revenue Code of
1954, as amended (or other similar statute then in force)
Section 4. Powers of Successor Trustee. A successor trustee
shall be vested with the same rights, powers and privileges of his predecessor
trustee. A successor trustee shall have no responsibility or accountability for
the act of a predecessor trustee.
ARTICLE VI
SPENDTHRIFT PROVISION
To the extent permitted by law, the interests of the
beneficiaries shall not be subject to assignment, alienation,
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pledge, attachment, or claims of creditors, and shall not otherwise be
voluntarily or involuntarily alienated or encumbered by any such beneficiary.
ARTICLE VII
IRREVOCABILITY
This agreement and the trust hereby created shall be
irrevocable, and the Grantor hereby expressly acknowledges that she shall have
no right or power, whether alone or in conjunction with others, in whatever
capacity, to alter, amend, revoke or terminate the trust, or any of the terms of
this agreement, in whole or in part, or to designate the persons who shall
possess or enjoy the trust property or income therefrom. By this instrument, the
Grantor intends to and does hereby relinquish absolutely and forever, all
possession or enjoyment of, all right to the income from the trust property,
whether directly or indirectly or constructively, and every interest of any
nature in the trust property.
ARTICLE VIII
DEFINITIONS
Section 1. Trustees. "Trustees" shall include the trustees
herein appointed and any successor Trustees.
Section 2. Death. The death of any person shall be evidenced
by presentation of a certified copy of such person's death certificate to the
Trustees.
Section 3. Blood Issue. The term "blood issue" as used in this
instrument, means all natural lineal descendants in any degree of the ancestor
to whom the term refers; provided, however adopted children, stepchildren, and
▇▇▇▇▇▇ children and their issue are excluded.
Section 4. Interpretation. Whenever used herein, and to the
extent appropriate, the masculine, feminine or neuter gender shall include the
other two genders, the singular shall include the plural, and the plural shall
include the singular.
Section 5. Child. The term "child" or "children" as used in
this instrument, shall include only blood descendants in
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the first degree of the ancestor to whom the term refers; adopted children,
stepchildren, and ▇▇▇▇▇▇ children are excluded.
ARTICLE IX
MISCELLANEOUS PROVISIONS
Section 1. Governing Law. Notwithstanding that the Grantor or
the beneficiaries may now or at any future time be domiciled elsewhere than in
the State of North Carolina, this agreement shall be regarded for all purposes
as a North Carolina document; the validity and construction hereof shall be
determined and governed in all respects by the laws of the State of North
Carolina; and the trust, powers and provisions herein contained shall be
administered, exercised, and carried into effect according to the laws of the
State of North Carolina.
Section 2. Unborn Person. A person en ▇▇▇▇▇▇ ▇▇ mere shall be
considered as in being, provided said person is subsequently born alive.
Section 3. Good Faith Disbursements. Until and unless Trustees
receive actual notice of any event upon which right to payment from this trust
may depend, Trustees shall incur no liability to persons whose interests may
have been affected by such event for disbursements made in good faith.
Section 4. Invalid Provision. If any provision of this
agreement shall be invalid or unenforceable, the remaining provisions shall
continue to be fully effective.
Section 5. Notices. Whenever any notice, demand, request or
other communication is given or required to be given upon the Trustees, Grantor
or beneficiaries under this agreement, each such notice, demand, request or
other communication shall be in writing, and, any law or statute to the contrary
notwithstanding, shall not be effective for any purpose unless the same shall be
given or served by personally delivering such writing or by mailing it by
registered or certified mail, return receipt requested, to the person to whom it
is directed (unless such notice, demand, request or other communications is
waived or accepted by the person entitled thereto).
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Any such notice, demand, request or other communication shall
be deemed to have been given at the time it was duly deposited in any office of
the United States Postal Service.
Section 6. Acceptance by Trustees. Trustees acknowledge
receipt from the Grantor of the properties described in the attached Exhibit A,
and do hereby accept this trust upon the terms set forth in this agreement.
IN WITNESS WHEREOF, and in triplicate originals, the Grantor
and the Individual Trustee have hereunto set their hands and adopted as their
seals the typewritten word "SEAL" appearing beside their names; and the
Corporate Trustee has caused this agreement to be signed by one of its Vice
Presidents and attested by its Trust Officer or one of its Assistant Trust
Officers, and its corporate seal to be affixed, all as of the day and year first
above written.
GRANTOR:
/s/ ▇▇▇▇▇▇ ▇. Holding (SEAL)
▇▇▇▇▇▇ ▇. HOLDING
INDIVIDUAL TRUSTEE:
▇▇▇▇▇▇▇ ▇. Holding
By: /s/ ▇. ▇. ▇▇▇▇▇▇▇▇, ▇▇. (SEAL)
Attorney in Fact
FIRST-CITIZENS BANK & TRUST COMPANY
By: /s/ ▇. ▇. ▇▇▇▇▇▇▇▇, ▇▇.
Senior Vice President and
Trust Officer
ATTEST:
/s/ ▇. ▇. ▇▇▇▇▇▇
Assistant Secretary
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STATE OF NORTH CAROLINA
COUNTY OF ▇▇▇▇▇▇▇▇
I, ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, a Notary Public in and for said County
and State, do hereby certify that ▇▇▇▇▇▇ ▇. HOLDING personally appeared before
me this day and acknowledged the due execution of the foregoing instrument.
Witness my hand and notarial seal this the 28th day of
December, 1976.
/s/ ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Notary Public
My Commission expires:
September 10, 1977
STATE OF NORTH CAROLINA
COUNTY OF WAKE
I, ▇▇▇ ▇. ▇▇▇▇▇, a Notary Public in and for said County and
State, do hereby certify that on the 28th day December, 1976, before me
personally appeared ▇. ▇. ▇▇▇▇▇▇▇▇, ▇▇. with whom I am personal acquainted, who,
being by me duly sworn, says that he is Senior Vice President and that ▇. ▇.
▇▇▇▇▇▇ is Assistant Secretary of FIRST-CITIZENS BANK & TRUST COMPANY, the
corporation described in and which executed the foregoing instrument; that he
knows the common seal of said corporation; that the seal affixed to the
foregoing instrument is said common seal; that the name of the corporation was
subscribed thereto by the said Senior Vice President; that the said Senior Vice
President and Assistant Secretary subscribed their names thereto and the said
common seal was affixed, all by order of the Board of Directors of said
corporation; and that the said instrument is the act and deed of said
corporation.
WITNESS my hand and notarial seal, this the 28th day of
December, 1976.
/s/ ▇▇▇ ▇. ▇▇▇▇▇
Notary Public
My Commission expires:
9/5/78
17
STATE OF NORTH CAROLINA
COUNTY OF WAKE
THIS IS TO CERTIFY that ▇. ▇. ▇▇▇▇▇▇▇▇, ▇▇., personally
appeared before me this day and, being first duly sworn, states that he is duly
authorized to execute the foregoing instrument for and on behalf of ▇▇▇▇▇▇▇ ▇.
Holding; that as her attorney in fact he acknowledges the execution of the
foregoing instrument for and on behalf of ▇▇▇▇▇▇▇ ▇. Holding; and that the
foregoing instrument is the act and deed of said ▇▇▇▇▇▇▇ ▇.
Holding.
WITNESS my hand and notarial seal, this 31st day of December,
1976.
/s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ (▇▇▇▇▇)
Notary Public
My Commission expires:
9-18-79
EXHIBIT A
TO
▇▇▇▇▇▇ ▇. HOLDING
IRREVOCABLE TRUST AGREEMENT
FOR
▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ HOLDING
417 shares of common stock of ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Co.
93 shares of common stock of First-Citizens Bank & Trust Co.
152 shares of preferred stock of First-Citizens Bank & Trust Co.,
Series C
9 shares of preferred stock of First-Citizens Bank & Trust Co.,
Series A
550 shares of common stock of Southern Bank & Trust Co. 1,493 shares of Exchange
Bank of Kingstree 634 shares of common stock of United Carolina Bancshares 333
shares of common stock of Bank of Williston
Southern Bank & Trust Co. 7-1/2% Capital Note - Principal Amount
of $6,000.00
FIRST-CITIZENS BANK & TRUST COMPANY, and ▇▇▇▇▇▇▇ ▇. HOLDING,
Trustees, acknowledge receipt of the foregoing property for the purposes set
forth in the foregoing Irrevocable Trust Agreement of which this page is
specifically made a part.
This the 31st day of December, 1976.
FIRST-CITIZENS BANK & TRUST COMPANY
By: /s/ ▇. ▇. ▇▇▇▇▇▇▇▇, ▇▇.
Senior Vice President and
Trust Officer
▇▇▇▇▇▇▇ ▇. Holding
By: /s/ ▇. ▇. ▇▇▇▇▇▇▇▇, ▇▇. (SEAL)
Attorney in Fact
▇▇▇▇▇▇▇ ▇. HOLDING
Appendix to Exhibit 7(f)
STATE OF NORTH CAROLINA
COUNTY OF WAKE
NOTICE OF REMOVAL OF TRUSTEE,
APPOINTMENT OF SUCCESSOR TRUSTEE AND
ACCEPTANCE OF APPOINTMENT AS SUCCESSOR TRUSTEE
TO: First-Citizens Bank & Trust Company, ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇
▇▇▇▇▇▇▇▇ ▇▇▇▇▇
RE: Irrevocable Trust Agreement for the Primary Benefit of ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
Holding, dated December 28, 1976 between ▇▇▇▇▇▇ ▇. Holding as Grantor
and First-Citizens Bank & Trust Company and ▇▇▇▇▇▇▇ ▇. Holding as
Trustees.
Pursuant to the authority granted under Section 1 of Article V
of the above-referenced Trust Agreement, the undersigned ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
HOLDING, hereby removes FIRST-CITIZENS BANK & TRUST COMPANY as Corporate
Trustee, effective
thirty (30) days from the date of the delivery of this Notice.
Further, pursuant to the authority granted in Section 2 in
Article V thereof, the undersigned ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ HOLDING hereby appoints
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ to serve as Successor Co-Trustee in the place and stead of
FIRST-CITIZENS BANK & TRUST COMPANY.
The undersigned, ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, accepts the appointment
as Successor Co-Trustee of the above-referenced Trust Agreement, effective upon
the effective date of the removal of FIRST-CITIZENS BANK & TRUST COMPANY, and
agrees to hold, administer and distribute all of the trust assets in accordance
with the terms and provisions of the above-referenced Trust Agreement upon
delivery of the Trust assets to me.
This 30th day of January, 1991.
/s/ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Holding (SEAL)
▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ HOLDING
/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ (SEAL)
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
STATE OF NORTH CAROLINA
COUNTY OF WAKE
I, ▇▇▇▇▇ ▇▇▇▇▇▇, a Notary Public in and for said County and
State, do hereby certify that ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ HOLDING personally appeared before
me this day and acknowledged the due execution of the foregoing instrument.
WITNESS my hand and notarial seal, this the 28th day of
January, 1991.
/s/ ▇▇▇▇▇ ▇▇▇▇▇▇
Notary Public
My Commission Expires:
January 6, 1992
STATE OF NORTH CAROLINA
COUNTY OF MECKLENBURG
I, ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, a Notary Public in and for said County
and State, do hereby certify that ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ personally appeared before
me this day and acknowledged the due execution of the foregoing instrument.
WITNESS my hand and notarial seal, this the 30th day of
January, 1991.
/s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
Notary Public
My Commission Expires:
February 24, 1993