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IN THE DISTRICT COURT OF OKLAHOMA COUNTY
FILED IN THE DIS
STATE OF OKLAHOMA OKLAHOMA COUNTY Ooo
JAN = 6 2007
BANK OF OKLAHOMA, N.A., ) _ A PAB Ly cbialyp
TRUSTEE OF THE FIFTH AMENDMENT j BY a Tid
AND RESTATEMENT OF THE W.W. YOUNG )
LOVING TRUST dated July 11, 1990, j
)
Petitioner, )
) *
Gde2007- 128 *
LOU R. YOUNG, a/k/a LOU M. ROBERTS, j
a/k/a LOU ROBERTS YOUNG, a/k/a M. L. j
ROBERTS YOUNG, a/k/a LOU ROBERTS, by)
and through her guardian CAROLYN )
MODAWEL, DIANE WILLIAMS and 5
CHARLES YOUNG, 5
)
Respondents. )
PETITION FOR INSTRUCTIONS REGARDING
DISTRIBUTION OF INSURANCE POLICIES
COMES NOW the Petitioner, BANK OF OKLAHOMA, N..A., TRUSTEE OF THE FIFTH
AMENDMENT AND RESTATEMENT OF THE W..W. YOUNG LOVING TRUST dated July 11.
1990 {referred to as “Petitioner”) and petitions the Court for instructions regarding distribution of
insurance policies from said Trust and in support thereof alleges and states as follows:
L Petitioner, BANK OF OKLAHOMA, N.A. (“BOK”), is anationat banking association
doing business in Oklahoma City, Oklahoma, and the current trustee of the FIFTH AMENDMENT
AND RESTATEMENT OF THE W. W. YOUNG LOVING TRUST dated July 11, 1990
(“TRUST”). A copy of said TRUST is attached hereto as Exhibit “A”.
2. Respondent, LOU R. YOUNG, a/k/a LOU M. ROBERTS, a/k/a LOU ROBERTS
YOUNG, a/k/a M. L. ROBERTS YOUNG, a/k/a LOU ROBERTS (“LOU”), is the current
beneficiary of the TRUST and resides in Florida. LOU is under guardianship pursuant to an Orderof the Court filed in the Circuit Court Bay County, Florida in the case styled and numbered In RE
GUARDIANSHIP of LouiseR. Young, a/k/a MLR. Young, 2005-795-IN (“Guardianship”). A copy
of the Order Appointing Plenary Guardian of Person and Property attached hereto as Exhibit “B”.
3. Respondents, DIANE WILLIAMS (“WILLIAMS”) and CHARLES YOUNG
(“YOUNG”) are the named remainder beneficiaries of the TRUST and reside in the state of Texas.
4. The Settior of the TRUST, W. W. YOUNG died on February 18, 2003.
5. The TRUST provides at Article 6.24 that if any beneficiary or heir under the TRUST
directly or indirectly contests or objects to the TRUST then any benefit they are to receive under the
TRUST shall be voided.
6 The TRUST under Article 5.3 provided for distribution of certain insurance policies
that were assets of the TRUST to WILLIAMS and YOUNG. Copies of the front pages of said
policies and the beneficiary designations are attached as Exhibit “C”’.
7. To comply with the TRUST, the Petitioner requested YOUNG and WILLIAMS
pursuant to Article 6.24 of the TRUST to ratify and acknowledge the validity of said TRUST in order
to distribute the policies attached hereto as Exhibit “C”.
8. WILLIAMS and YOUNG have failed and or refused since June of 2003 to
acknowledge the validity of the TRUST.
9. Pursuant to Articles 8.1.8, 8.1.15 and 8.1.24 of the TRUST Petitioner has filed this
Petition requesting instructions from the Court regarding distribution of said policies to WILLIAMS
and YOUNG.
10. Pursuant to 60 O.S. §175.23, the only necessary parties to this action are BOK,
Trustee of the TRUST, LOU, the current beneficiary of the TRUST, and YOUNG and WILLIAMS,
as the named remaindermen of the TRUST.
i] This Court has jurisdiction of this matter pursuant to 60 O.S. §175.23.
12. Venue of this action is proper in Oklahoma County, as it is the situs of the TRUST
and where BOK does business.WHEREFORE, Petitioner, BOK, prays that the Court construe the terms of said TRUST and
instruct Petitioner on the distribution or retention of said insurance policies until such time as the
limitation period expires for contesting said TRUST or WILLIAMS and YOUNG acknowledge and
ratify the validity of said TRUST.
Respectfully submitted,
HW May
[ANNE H. MAYS, OBA?#5826
PECK PHILBIN ATTORNEYS, P.C.
204 N. Robinson, Suite 800
Oklahoma City, OK 73102
Telephone: (405) 235-1603
Facsimile: (405) 232-0587
ATTORNEYS FOR PETITIONER, BANK OF
OKLAHOMA, N.A., TRUSTEE OF THE FIFTH
AMENDMENT AND RESTATEMENT OF THE
W.W. YOUNGLOVING TRUST dated July 11, 1990RIFICATIO)
STATE OF OKLAHOMA }
gg:
COUNTY OF OKLAHOMA )
PAT CRIGLER, being oflawful age and being first duly sworn, upon oath, deposes and says:
that she is a duly authorized Sr. Vice-President and Sr. Trust Officer of BANK OF OKLAHOMA,
N.A., the Trustee of the Fifth Amendment and Restatement of the W.W. Young Loving Trust dated
July 11, 1990; that she has read the above and foregoing Petition for Instructions Regarding
Distribution of Insurance Policies; that she is familiar with the contents thereof; and that the facts
set forth there are true and correct,
BANK OF OKLAHOMA, N.A.
By:
PAT CRIGL|
Trust Officer
President and Sr.
7
Te
Subscribed and swom to before me this Lf “day of Hmmcege— 2008.
eerie ed
Commission No, 2200.3 4/8Copy
FIFTH AMENDMENT AND RESTATEMENT.
OF THE
W.W. YOUNG LOVING TRUST, DATED JULY 11, 1990
Pursuant to the rights reserved to myself in Article Four of the W.W. Young Loving Trust,
dated July 11, 1990, as amended on November 21, 1990, February 1, 1994, May 12, 1998 and
July 19, 2000 (the "Trust”), I reserved the right to amend or revoke the Trust from time to time, in
whole or in part, by written instrument. I now desire to amend the W.W. Young Loving Trust, dated
July 11, 1990, in certain particulars and believe that the amendments will be best understood if the
entire instrument is restated. Except for those sections and schedules dealing with the name of the
trust and the property initially transferred to the Trust, the W.W. Young Loving Trust, dated
July 11, 1990, is revoked in its entirety. Substituted therefor is this amending instrument, which now
constitutes all of the terms, provisions and conditions relating to the administration, investment and
distribution of the Trust Estate from and after this 16" day of January, 2003.
ARTICLE I
TRUST NAME
The initial Trust created hereunder, as it may be amended from time to time, shall continue
to be designated as the W.W. Young Loving Trust, dated July 11, 1990. Other trusts may
subsequently be created pursuant to the terms of this Trust. Unless expressly specified to the
contrary herein, Articles VII through X shall apply to all trusts being administered under this
instrument.
ARTICLE II
TRUST ESTATE
2.1. Original Trust Property. Concurrently with the creation of the W.W. Young
Loving Trust, dated July 11, 1990, the assets described in the Schedule of Property attached hereto
were transferred unto the Trustee.
2.2, Additions to Trust Property. Additional property may be added to the Trust Estate
at any time by myself or by any other person or persons, by inter vives or testamentary transfer:
provided, however, that any such additions by anyone other than myself shall not become a part of
the Trust Estate until accepted in writing by the Trustee.
All such original and additional property is collectively referred to herein as the Trust Estate
and shall be held, administered and distributed by the Trustee as hereinafter set forth.The Fifth Amendment and Restatement of
‘The W.W. Young Loving Trust, dated Juty 11, 1990
Page 2 of 33 Pages
ARTICLE IIL
FAMILY HISTORY
I declare that | am currently married to Lou R. Young, a/k/a Lou M. Roberts, a/k/a Lou
Roberts Young, a/k/a M.L. Roberts Young, a/k/a Lou Roberts, and that no children have been born
of our marriage. I further declare that I have two children from a previous marriage, namely:
Diane Y. Williams and Charles A. Young. I have no other children either living or deceased. Any
reference herein to "my wife” shall mean Lou R. Young; any reference herein to "my daughter" shall
mean Diane Y. Williams; any reference herein to "my son" shall mean Charles A. Young; and any
reference herein to "my children" shall mean my son and my daughter.
ARTICLE IV
MANAGEMENT DURING MY LIFETIME
Commencing as of the date of this instrument and during my lifetime, the Trustee shall
administer the Trust Estate and any net income thereof as follows:
4.1. The Trustee shall distribute to me or apply for my benefit such amounts of net income
and principal, even to the extent of exhausting principal, as the Trustee believes desirable from time
to time for my health, support in reasonable comfort, best interests, and welfare, considering all
circumstances and factors deemed pertinent by the Trustee. Any undistributed net income shall be
accumulated and added to principal, as from time to time determined by the Trustee.
4.2. In addition, the Trustee shall distribute to me, or others for my behalf, such amounts
of net income and principal as |, if not disabled as determined pursuant to Paragraph 4.3, may from
time to time direct in writing.
4.3. The determination as to whether at any time, or from time to time, I am:
4.3.1. disabled for purposes of Paragraph 4.2, or
4.3.2. unable to act as Trustee because of advanced age, illness, or other cause that
has impaired my ability to transact ordinary business,
shall be made by the written declaration of my personal or attending physician, either of whom has
provided for my care and treatment on an on-going basis for at least two (2) years immediately prior
to the date of such declaration, or by the written declaration of any two (2) other licensed physicians.
I hereby waive voluntarily any physician-patient privilege or psychiatrist-patient privilege
that may exist in my favor and | authorize physicians and psychiatrists to examine me and disclose ©The Fifth Amendment and Restatement of
‘The WW. Young Loving Trust, dated July 11, 1990
Page 3 of 33 Pages
my physical or mental condition in order to determine my capacity or incapacity for the purposes
of this instrument.
The unattested signature of my personal or attending physician or the unattested signatures
of the two independent physicians affixed to the Physician Certification attached hereto and made
a part hereof shall be conclusive evidence of the determination of my disability.
In addition, I shall be conclusively presumed to be disabled pursuant to this Paragraph upon
an adjudication of such by a court of competent jurisdiction.
During any period in which I am determined to be disabled hereunder, I shall also be deemed
to be deceased for all purposes of Article VII of this instrument.
I will be deemed under this instrument to have regained capacity if there is a finding to that
effect by a court of competent jurisdiction, when any conservatorship or guardianship has been
judicially terminated or upon presentation to the then serving Trustee of a certificate executed by my
attending or personal physician, or any two (2) other licensed physicians, that I am capable of acting
as Trustee hereunder.
1 4.4. The Trustee shall allow me the absolute right to personally occupy rent free any
residential property, which property or any interest therein, from time to time forms a part of the
Trust Estate. At any time or times while | shall have the right to occupy such residential property
which forms a part of the Trust Estate, the Trustee shall not, without my written approval, or in the
event I am disabled or incapacitated, without the written approval of my then serving Agent under
a valid Durable Power of Attorney:
4.4.1, Sell any interest in residential property forming a part of the Trust Estate and
invest such amounts as the Trustee believes desirable in any other interest in residential
property selected by the Trustee; or
4.4.2. Terminate the right given to me under this Paragraph and lease, sell, or
otherwise dispose of or administer any such interest in residential property in the same
manner as any other trust asset.
4,5. In the event I am disabled or legally adjudicated incompetent as provided in
! Paragraph 4.3, the Trustee may during my lifetime, in addition to the payment of income and
principal for my benefit, pay to or apply for the benefit of my wife such sums from the net income
and from the principal of the Trust Estate in such shares and proportions as the Trustee, in his
absolute discretion, determines to be necessary or advisable from time to time for the health, support,
maintenance, comfort and well-being of my wife, taking into consideration to the extent the Trustee ©
‘ deems advisable, any other income or resources of my wife known to the Trustee. During myThe Fifth Amendment and Restatement of
The WW. Young Loving Trust, dated July 11, 1980
Page 4 of 33 Pages
lifetime, my primary purpose is to provide for care and well-being of myself, my wife and anyone
dependent upon me for support, and the Trustee need not consider the interest of any other
beneficiary in making distributions pursuant to this Paragraph.
4.6. Upon the written request of any Agent of mine who is acting pursuant to that certain
Durable Power of Attorney executed by myself as Principal on the 16" day of January, 2003, naming
Bank of Oklahoma, N.A., as Agent ("Durable Power"), the Trustee shall, subject to the requirements
of this Article, distribute property to my Agent for the purpose of my Agent making a gift or gifts
pursuant to the terms of such Durable Power. However, the Trustee shall, if the Trustee determines
in his sole and absolute discretion that any such distribution to my Agent would serve to reduce the
Trust Estate below the amount necessary to adequately provide for my health, maintenance and well-
being, either temporarily or permanently suspend any distributions pursuant to this Paragraph. In
making distributions pursuant to this Paragraph, the Trustee may rely upon the written request of my
Agent as being for purposes in accordance with the terms of my Durable Power and the Trustee shall
be completely exonerated from any and all liability with respect to such distribution.
ARTICLE V
DIVISION UPON MY DEATH
Following my death, the "Division Date", the Trustee shall continue the W.W. Young Loving
Trust, dated July 11, 1990, for so long after my death as may be reasonably necessary to receive all
property transferable to the Trust by reason of my death and for the orderly administration of the
Trust prior to distribution and division as provided herein.
5.1. The Trustee is authorized to pay out of the Trust Estate all of:
5.1.1. my legally enforceable debts, including debts owed by me to a Trustee
individually; however, the Trustee shall have absolute discretion in paying any debts which
are an encumbrance on real property;
5.1.2. the expenses of my last illness and funeral;
5.1.3. the administration expenses payable by reason of my death; and
5.1.4. the estate and inheritance taxes (including interest and penalties, if any)
payable in any jurisdiction by reason of my death (including those administration expenses
and taxes payable with respect to assets which do not pass under this Trust).
I have made certain life insurance policies insuring my life are payable to the Trustee upon
my death. The Trustee is directed to utilize the net proceeds from these policies to pay the expenses *
identified above. In addition to the expenses identified above, the Trustee is directed to utilize theseThe Fifth Amendment and Restatement of
The WW. Young Loving Trust, dated July 11, 1990
Page 5 of 33 Pages
insurance proceeds to satisfy my final income tax liability. Only after these funds are exhausted is
the Trustee authorized expend other assets of the Trust Estate in satisfying such expenses.
Despite the foregoing, if a personal representative of my probate estate is appointed within
six months after my death, then the trustee shall pay the preceding items only to the extent my
personal representative shall certify in writing to the Trustee that the value of the cash and readily
marketable assets of my residuary estate, as determined by my personal representative, is insufficient
to pay those items. Any of the preceding items payable by the trustee as a result of such certification
may be paid either directly to the appropriate payee or to the personal representative of my probate
estate, as the Trustee determines to be advisable. The preceding items shall be charged generally
against the trust principal.
The Trustee shall not seek reimbursement for, recovery of, or contribution toward the
payment of the preceding items from any person, except that if no personal representative of my
probate estate is appointed within six months after my death, then, to the maximum extent permitted
by law, the Trustee shall seek reimbursement for, recovery of, or contribution toward the payment
of estate taxes attributable to property in which I have a qualifying income interest for life, over
which I have a power of appointment, or which is included in my gross estate under Section 2036
of the Code, and which taxes are not otherwise paid or payable. Any generation-skipping tax
resulting from a transfer occurring under this instrument shall be charged to the property constituting
the transfer in the manner provided by applicable law.
5.2. Concurrently with the execution of this instrument, I transferred all of my household
goods, furniture, furnishings, effects and other personal property, whether then owned or thereafter
acquired, to the Trustee of the Trust created hereunder.
Upon my death, the Trustee shall distribute my tangible personal property to my wife, if she
is then living. Should my wife not survive me, my tangible personal property shall remain a part of
the Trust Estate to be administered as hereinafter provided.
However, in making distribution of my tangible personal property pursuant to this Paragraph,
the Trustee is directed to follow any handwritten instructions which I may leave with regard to the
disposition of specific items of my personal property; provided, that if the Trustee, after reasonable
inquiry, does not find such a memorandum within three (3) months after my death, then the Trustee
may assume that such a memorandum does not exist.
The Trustee, in his sole discretion, may sell any such personal property which in his sole
opinion is not suitable for distribution, with the procéeds of such sale added to the Trust Estate and
administered as hereinafter provided.The Fifth Amendment and Restatement of
The WW. Young Loving Trust, dated July 11, 1990
Page 6 of 33 Pages
For the purposes of this Paragraph 5.2, reference to "tangible personal property" shall mean
my jewelry, clothing, automobiles, interests in furniture and such other property that is intended
primarily for personal or household use, and specifically excludes any stocks, bonds, mutual funds,
government securities, certificates of deposit and cash.
5.3. This Trust is the owner ofa life insurance policy insuring the life of my son and a life
insurance policy insuring the life of my daughter. At the Division Date, and after providing for the
payments and distributions, if any, required above, the Trustee shall distribute the policy on my son's
life to him and the policy on my daughter's life to her. These policies shall be distributed outright
and free of trust. In the event either my son or my daughter has predeceased me, an amount equal
to the proceeds of his or her policy shall be allocated to the share and/or subshares created for his
or her surviving issue as provided in Paragraph 5.4.
5.4. Atthe Division Date, and after the payments and distributions, ifany, required above,
the remainder of the Trust Estate as then constituted shall be continued in trust for the benefit of my
wife pursuant to the following terms:
5.4.1. Commencing as of the date of my death and continuing during the lifetime
of my wife, the Trustee shall pay to my wife the entire net income of the Trust in convenient
installments, at least as frequently as quarterly.
5.4.2. In addition to income, the Trustee may pay to my wife as much or all of the
principal of the Trust Estate as the Trustee from time to time believes desirable for her health
and support in reasonable comfort, taking into consideration to the extent the Trustee deems
advisable any other income or resources of my wife known to the Trustee. In providing for
distributions hereunder to my wife, my primary concern is for her health and support and the
Trustee need not consider the interest of any other beneficiary.
5.4.3. Upon the death of my wife, or at the Division Date, if she does not survive
me, the Trust Estate as then constituted shall be allocated into two separate equal shares, the
First Share and the Second Share.
5.4.4. The First Share shall be allocated for the benefit of my daughter, Diane, and
shail be distributed outright and free of trust. If my daughter does not survive me, the First
Share shall be allocated equally among her surviving children and distributed outright and
free of trust. If my daughter does not survive me and leaves no surviving children, the First
Share shall be allocated on a per stirpes basis among her surviving issue to be distributed
outright or continued in trust as provided in Paragraph 5.5. 1f my daughter does not survive
me and leaves no surviving issue, the First Share shall be combined with the Second Share
to be administered as provided in Subparagraph 5.4.5. .The Fifth Amendment and Restatement of
‘The WW. Young Loving Trust, dated July 11, 1980
Page 7 of 33 Pages
5.4.5. The Second Share shall be allocated for the benefit of my son, Charles, and
shall be distributed outright and free of trust. If my son does not survive me, the Second
Share shall be allocated equally among his surviving children and distributed outright and
free of trust. If my son does not survive me and leaves no surviving children, the Second
Share shall be allocated on a per stirpes basis among his surviving issue to be distributed
outright or continued in trust as provided in Paragraph 5.5. If my son does not survive me
and leaves no surviving issue, the Second Share shall be combined with the First Share to
be administered as provided in Subparagraph 5.4.4.
5.5. Each share or subshare created for a beneficiary under age 25 shall be administered
pursuant to the following terms:
5.5.1. The Trustee shall pay to or apply for the benefit of a beneficiary such sums
from the income and principal of his or her Trust, up to the whole thereof, as in the sole
discretion of the Trustee shall be necessary or desirable from time to time for his or her
health, education and support, taking into consideration to the extent the Trustee deems
advisable, any other income or resources of the beneficiary known to the Trustee.
5.5.2. Upona beneficiary attaining Twenty-Five (25) years ofage, the Trustee shall
distribute the balance of his or her share as then constituted outright and free of trust. Ifa
beneficiary has already attained Twenty-Five (25) years of age at the time this Trust is
divided into shares, the Trustee shall upon making such division, distribute to a beneficiary
all of his or her share.
5.5.3. Upon the death of a beneficiary prior to complete distribution of his or her
share, the undistributed balance of his or her share shall be allocated on a per stirpes basis
among his or her then living issue to be distributed outright or continued in trust pursuant to
the terms of this Paragraph 5.5. In default of such issue, the share shall be allocated among
the remaining eligible beneficiaries determined pursuant to Paragraph 5.4 to be distributed
outright or continued in trust as provided herein. However, if any portion of the share or
subshare would be distributed to an individual for whose benefit a Trust is then being
administered under this Article, that part shail instead be added to such Trust and shall
thereafter be administered and distributed according to its terms.
5.6. [have intentionally omitted to provide in this document for any person or persons not
mentioned herein who, if I had died intestate, would be entitled to share in my estate as an heir-at-
law or otherwise.
5.7. If at the Division Date or at any time after the Division Date but prior to complete
distribution of any share or subshare created hereunder, no beneficiary named herein for such share
or subshare is then living and no other provision has been made for that share or subshare, that shareThe Fifth Amendment and Restatement of
‘The W.W. Young Loving Trust, dated July 11, 7990
Page & of 33 Pages
or subshare shall be distributed to my heirs-at-law as determined by the laws of descent and
distribution of the State of Oklahoma in effect at that time.
5.8. All outright distributions of income and/or principal pursuant to this Article shall be
subject to the discretions granted to the Trustee in this instrument.
ARTICLE VI
ADMINISTRATIVE PROVISIONS
6.1. Distributions to Minor Beneficiaries, For any distribution required hereunder that
is not controlled by the provisions of Article V of this instrument, the Trustee may withhold any
property otherwise distributable under any Trust created hereunder to a beneficiary who has not
reached twenty-one (21) years of age and shall retain the property for that beneficiary in a separate
| Trust named for the beneficiary, to be distributed to the beneficiary when he or she reaches twenty-
one (21) years of age, The Trustee shall apply as much of the net income and principal of the Trust
so retained as the Trustee believes desirable for the health, education and support of the beneficiary
for whom the Trust is named, considering all circumstances and factors deemed pertinent by the
Trustee. Any undistributed net income shall be accumulated and added to principal, as from time
to time determined by the Trustee. The Trustee, in the Trustee's discretion, may make payment of
any principal or income applicable to the use of such beneficiary:
6.1.1. by making payment to a guardian or other person havin ig the care and control
of the minor, whose receipt shall be a full discharge for any such payment;
6.1.2. by making payment to a custodian selected by the Trustee for the beneficiary
under a Uniform Transfers to Minors Act or similar applicable law, whose receipt shall be
a full discharge for any such payment; or
6.1.3. by spending it in such manner as the Trustee, in the Trustee's sole discretion,
believes will benefit such minor, including payment directly to the minor of such sums as
the Trustee may approve as an allowance.
This Paragraph shail not apply to any Qualified Subchapter S Trust.
6.2. Payments in the Event of Other Disability. If at any time a beneficiary eligible to
receive net income or principal distributions is under a legal disability, or in the opinion of the
Trustee is incapable of properly managing his or her financial affairs, then the Trustee may, in the
Trustee's sole discretion, make those distributions:
6.2.1. directly to the beneficiary;The Fifth Amendment and Restatement of
The W.W. Young Loving Trust, dated July 11, 1990
Page 9 of 33 Pages
6.2.2. to a lawful guardian of the beneficiary;
6.2.3. to a custodian selected by the Trustee for the beneficiary under a Uniform
Transfers to Minors Act or similar applicable law;
6.2.4. to some relative or friend for the care, support and education of the
beneficiary;
6.2.5. directly for the beneficiary's care, support and education; or
6.2.6. otherwise expend the amounts to be distributed for the benefit of the
beneficiary in such manner as the Trustee deems advisable.
This Paragraph 6.2 is not to be construed as limiting the Trustee's powers in any way, but is
intended to enable the Trustee to give each beneficiary hereunder the fullest possible benefit and
enjoyment of all of the trust income and principal to which he or she is entitled. In so making
payments pursuant to this Paragraph, the Trustee need not look to the proper application of those
payments.
This Paragraph shal! not apply to any Qualified Subchapter S Trust.
6.3. Accrued and Undistributed Income. Except as otherwise provided in this
instrument, all income accrued or undistributed at the termination of any interest shall be treated as
if it had accrued or been received immediately after that termination.
6.4. Factors for Trustee Consideration in Making Discretionary Distributions. In
determining whether to make discretionary distributions of net income or principal to a beneficiary,
the Trustee may consider such circumstances and factors as the Trustee believes are relevant,
including other income and assets known to the Trustee to be available to the beneficiary and the
advisability of supplementing such income or assets, the tax consequences of any such distribution,
the character and habits of the beneficiary, the diligence, progress and aptitude of the beneficiary in
acquiring an education and the ability of the beneficiary to handle money usefully and prudently and
to assume the responsibilities of adult life and self-support. For the purposes of this instrument, the
term "support" shall not be limited to the bare necessities of life, but shall include permission for a
beneficiary to enter into or engage in a business or profession in which the Trustee believes the
beneficiary has reasonable prospects of success, and/or to permit a beneficiary to make a reasonable
down payment on a personal residence; "health" shall include, but not be limited to, medical, dental,
hospital expenses, nursing expenses, home care and the expenses of invalidism; and "education"
includes, but is not limited to, private schooling at the elementary and secondary school level,
college, graduate and professional education, and specialized or vocational training. ,The Fifth Amendment and Restatement of
The WW Young Loving Trust, dated July 11, 1990
Page 10 of 33 Pages
6.5. Application to Court. If any disputes arise as to interpretation of this instrument,
or there is need to obtain court approval of any accounting or any interpretation in regard to this
instrument, then the Trustee is directed to make application to the appropriate court of jurisdiction.
in this regard, it is my intention that the court shall not assume continuing jurisdiction.
6.6. Spendthrift Provision. To the full extent permitted by law, each Trust which is
created pursuant to the provisions of this instrument shall be a spendthrift trust and is to be governed,
construed and administered according to Oklahoma law, and shall continue to be so governed,
construed and administered even though administered elsewhere in the United States or abroad. The
interest of any beneficiary in the income and principal thereof shall-not be subject to assignment,
sale, mortgage, pledge or anticipation in any way, or any voluntary or involuntary alienation,
garnishment, attachment, execution or process of any court, except that the interest of any
beneficiary may be assigned to any other beneficiary or any trust created by or pursuant to this
instrument. This Paragraph shall not apply to any Qualified Subchapter S Trust.
6.7. Discretion to Terminate Small Trust. Subject to the limitations imposed by
Article IX of this instrument, if at any time after my death the Trustee shall determine, in the sole
judgment of the Trustee, that any Trust hereunder is of a size that it is no longer economical to
administer, or should otherwise be terminated, the Trustee, without further responsibility, may (but
need not) terminate such Trust and distribute the Trust Estate to the beneficiary or beneficiaries
thereof.
6.8. Perpetuities Savings Clause. Notwithstanding any other provision of this
instrument, at the end of twenty-one (21) years after the death of the last to die of myself and all
beneficiaries named herein who are living at my death, the Trustee shall distribute the principal and
all accrued or undistributed net income of any Trust remaining hereunder to the beneficiary or
beneficiaries thereof.
6.9. | Payment of Funeral Expenses and Expenses of Last Iliness of a Beneficiary.
Upon the death of any person entitled to income or support from any Trust hereunder, the Trustee
may, in its discretion, pay the funeral expenses and the expenses of the last illness of such person
from the principal of the Trust from which such person was entitled to income or support.
6.10. Trustee's Discretion to Allow Use of Residential Real Estate. Subject to
Paragraph 4.4, the Trustee may, in its discretion, permit any beneficiary or beneficiaries ofany Trust
created hereunder to occupy rent free any residence constituting a part of the Trust Estate for such
beneficiary or beneficiaries. In the sole discretion of the Trustee, the Trustee may require the
beneficiary or beneficiaries to pay the real estate taxes thereon, the expenses of maintaining the
residence in suitable repair and condition, and hazard insurance premiums on the residence.The Fifth Amendment and Restatement of
‘The W.W. Young Loving Trust, dated July 11, 1980
Page 11 of 33 Pages
6.11. Life Insurance Policies and Employce Benefit Plans. [ reserve to myself all rights
now or hereafter vested in me as owner of any life insurance policies made payable to the trustee,
including the rights to change beneficiaries, to borrow money (from the issuing companies, the
banking department of any corporate trustee acting hereunder, or others) using the policies as
security, to surrender the policies for cash, to receive dividends and all other payments available to
the owner, and to withdraw any policies held by the trustee (in which event the trustee shall have no
duty to seek their return).
With respect to any life insurance policies or employee benefit plans not owned by the Trust
but made payable to the Trustee, I direct that:
6.11.1. The Trustee shall have no responsibility for payment of premiums or
assessments on the policies, or responsibility to see that the premiums or assessments are
paid by others, and the companies issuing them shall have no responsibility to see to the
fulfillment of any Trust hereunder or to the application of any proceeds;
6.11.2. The Trustee's receipt and release shal! release and discharge any obligor for
any payment made and shall bind every Trust beneficiary hereunder; and
6.11.3. The Trustee shall have no duty to bring suit for payment of any of the policies
or plan benefits, unless the Trustee holds funds out of which the Trustee may be indemnified
against all expenses of suit, including legal fees.
6.12. Additions to the Trust. Estate under a Durable Power of Attorney. It is
contemplated that property may be added to or withdrawn from the Trust Estate by my Agent
appointed under a Durable Power of Attorney. If such a transfer of property is made to or from the
Trust Estate, the Trustee shall have no liability to determine the validity and effect of the Durable
Power of Attorney, nor the power or authority of the Agent acting thereunder.
6.13. Common Disaster or Simultaneous Death. For purposes of this instrument, a
beneficiary shall be deemed to have survived me only if he or she is then living on the
Thirtieth (30") day following the date of my death.
6.14, Postponement of Distribution Date. The Trustee may, in the Trustee's sole
discretion, defer the distribution, allocation or allotment of Trust assets following my death for such
period of time as may be necessary in order that the Trustee may take advantage of any privileges
which may be provided by state or federal law or regulation permitting an alternate valuation date
or dates of assets includable in my estate for state or federal estate tax purposes.
6.15. Division of Trust Assets. At such time as the Trustee is required to make acomplete ©
or partial distribution of a Trust created hereunder, or to divide a Trust into shares or subshares, theThe Fifth Amendment and Restatement of
The WW Young Loving Trust, dated July 11, 1990
Page 12 of 33 Pages
Trustee is authorized, in the Trustee's sole discretion, to distribute or divide the Trust asscts in cash
or in kind, or partly in each, in undivided interests or otherwise. The Trustee is authorized to
appraise or have appraised and place values on the separate trust assets and may use such values as
the basis for distribution in kind or for division in kind. The power of the Trustee to convert assets
into cash or other assets shall not terminate at the time required for distribution, but shall continue
for a reasonable time thereafter to assist the Trustee in making an orderly distribution of the assets
comprising the Trust.
6.16. Treatment of Excess Estimated Tax Payments. The Trustee may elect to treat all
or any portion of excess estimated tax paid by any Trust created hereunder as a payment by the
beneficiary of such Trust, which election may be pro rata among the beneficiaries, or otherwise, in
the sole and absolute discretion of the Trustee. No person shall have a claim against the Trustee for
such election or non-election, or as a result of the Trustee's exercising the aforementioned
discretionary election. The Trustee shall in no way be limited in the exercise of this discretion;
however, in order to provide guidance for the Trustee, it is my desire that the Trustee exercise such
discretion in the manner that will yield the lowest combined estate and income tax liability for the
Trust and the beneficiaries thereof.
6.17. Trustee's Discretionary Election for Deduction of Estate Expenses. The Trustee
shall have complete discretion in determining which expenses paid from the Trust Estate shall be
reported as deductions for income tax purposes and which shall be reported as deductions for estate
tax purposes if such election is available. No person shall have a claim against the Trustee for
equitable adjustments or otherwise as a result of the Trustee making such discretionary election. The
Trustee shall in no way be limited in the exercise of this discretion; however, in order to provide
guidance for the Trustee, I suggest that the Trustee exercise such elections in the manner that will
yield the lowest combined estate and income tax liability for my estate, the Trust and the
beneficiaries thereof.
6.18. Trustee's Discretionary Allocation of Generation-Skipping Tax Exemption. In
the absence of, and only in the absence of, the appointment of a Personal Representative for the
administration of my estate, the Trustee shall have complete discretion in the allocation of any
generation-skipping tax exemption not allocated prior to my death, which allocation may be made
equally, proportionately or in any other manner among the transfers in the Trustee's sole and
complete discretion. The Trustee may allocate such exemption to transfers made by reason of my
Last Will and Testament, any Codicils thereto, any Trusts established by me during my lifetime or
established by my Last Will and Testament, any Codicils thereto, or any outright transfers made
during my lifetime which may be subject to the generation-skipping tax. The Trustee shall in no way
be limited in the exercise of this discretion pertaining to this allocation. No person shall have a
claim against the Trustee for any particular allocation.The Fifth Amendment and Restatement of
The WW Young Loving Trust, dated July 11, 1990
Page 13 of 33 Pages
6.19. Separation of Exempt and Non-Exempt Trusts. For each Trust that is otherwise
to be established under this instrument for which the Settlor or another’s generation-skipping
exemption is allocated to property of such Trust, unless the Trust thereby has a generation-skipping
inclusion ratio of zero, the Trustee shall instead establish two separate Trusts so that each separate
Trust has a generation-skipping inclusion ratio of either zero (Exempt Portion) or one {the Non-
Exempt Portion). This is to be accomplished by allocating to the Non-Exempt Portion the minimum
amount of property necessary to establish that Trust with an inclusion ratio of one, while leaving the
Exempt Portion with an inclusion ratio of zero. When a Trust otherwise to be established is divided
into an Exempt Portion and a Non-Exempt Portion, each separate Trust shall have the same
provisions as the original Trust from which it was established and references in this instrument to
the original Trust shall collectively refer to the separate Trusts derived from it. Division of a trust
shall be made according to the value of the assets of the trust at the time of the division. Whenever
such division will result in the residual transfer of property after the satisfaction of a pecuniary
payment, such pecuniary payment shall carry Appropriate Interest. Ifany provision of this document
provides that property is to be added to a trust by reason of the partial or complete distribution or
termination of another trust or otherwise, the Trustee may add property having an Inclusion Ratio
of zero only to an Exempt Trust and the Trustee may add property having an Inclusion Ratio greater
that zero only to a Non-Exempt Trust. If trust with the appropriate Inclusion Ratio does not exist,
the Trustee shall establish a new trust having the same terms, conditions and beneficiaries as the trust
to which such property would otherwise have been added so that such property may be added to the
new trust without changing the Inclusion Ratio of such property.
6.20. Subchapter "S" Stock. Notwithstanding any other provision of this instrument, if
any Trust created hereunder shall consist in whole or in part of stock of an S Corporation, as defined
in Internal Revenue Code §1361(a)(1), the Trustee shall divide such Trust into separate Trusts for
each income beneficiary and shall pay or apply the entire net income of such Trust to or for the use
of the income beneficiary thereof, in installments at least as frequently as annually. Inno event shall
the principal of each such Trust be payable to someone other than the income beneficiary during the
term of the Trust. Upon the termination of the Trust during the lifetime of the income beneficiary,
the principal of the Trust shall be payable to the income beneficiary. The Trustee shall have the
power to amend this instrument, without the approval of the appropriate court, for the purpose of
allowing any trust to qualify as a qualified Subchapter S trust.
6.21. Limitations on Distributions. If any beneficiary under this instrument is, or shall
become, institutionalized and/or receiving nursing or other professional health care on an "in-home"
or "out-patient" basis, the Trustee's discretion as to the need, propriety or amount of distributions of
net income and/or principal to or for the use of such beneficiary shall be limited solely to providing
those comforts and luxuries not otherwise provided by such institution, organization or other
professional health care provider, under any publicly funded program or from other sources (public
or private). Under no circumstances shall the Trustee exercise its discretion to utilize funds for the ”The Fifth Amendment and Restatement of
‘The W.W. Yaung Loving Trust, dated July 11, 1980
Page 14 of 33 Pages
payment of services that would otherwise be borne by any publicly funded program, or by any
institution, organization or other professional health care provider.
6.21.1. The Trustee, subject to the limitations in Article [X, is authorized, but not
required, to terminate and distribute the interest of any beneficiary who is so eligible for
public or private assistance either (i) at the time he or she becomes an eligible beneficiary
under this instrument, or (ii) at any time subsequent to the creation of his or her interest. Any
distribution following termination pursuant to this Paragraph may, in the Trustee's absolute
discretion, be among the remaining eligible beneficiaries under this instrument or in trust for
the benefit of the beneficiary whose interest was terminated, as specified in Paragraph 6.21.2.
6.21.2. The Trustee, subject to the limitations in Article IX, is further authorized to
create a new trust in conformity with the then applicable laws, which trust would provide a
purely supplemental care fund for the beneficiary. Any such trust must provide that at the
termination of the trust, whether due to the death of the beneficiary or otherwise, that the
Temainder would be allocated among the eligible beneficiaries, determined as if the
beneficiary was deceased, in accordance with Article V, to be distributed outright or
continued in trust as provided therein.
6.21.3. In any threatened, pending, or contemplated action, suit, or proceeding to
which a Trustee is a party or is threatened to be made a party by reason of any action or
failure to act by the Trustee pursuant to this Paragraph, the Trust shall indemnify that Trustee
against expenses, judgments, settlements, and other amounts reasonably and actually paid
(including reasonable attorneys' fees) by the Trustee, so long as the Trustee acted in good
faith and in a manner the Trustee reasonably believed to be in the best interests of the
beneficiaries of the Trust taken as a whole.
6.22. Qualified Plans and Individual Retirement Accounts.
6.22.1. All Retirement Benefits payable to the Trustee allocated among the shares
created pursuant to this instrument shall be subject to the following restrictions.
6.22.1.1. If Retirement Benefits subject to the minimum distribution rules of
IRC section 401(a)(9) in any retirement account qualified under IRC section 401 (a),
individual retirement account or annuity qualified under IRC section 408, Roth IRA
under IRC section 408A, annuity or custodial account qualified under IRC section
403(b), eligible government plan qualified under IRC section 457(d) or similar
benefit are payable to the Trustee under this trust pursuant to any beneficiary
designation filed by settlor as a participant, account owner, or surviving spouse
i beneficiary [under IRC section 401{a)(9)(b)(iv)] of that plan, and those Retirement
Plan distributions are not properly disclaimed on or before September 30 of theThe Fifth Amendment and Restatement of
‘The W.W. Young Loving Trust, dated July 11, 1990
Page 15 of 33 Pages
calendar year following my death, the Trustee shall segregate those Retirement
Benefit distributions into a separate conduit subtrust. The conduit subtrust shall be
governed by all of the provisions of the separate trust of which the subtrust is a part
except as follows.
6.22.1.1.1. During the remaining lifetime of the oldest beneficiary of
that separate trust who is living on the date of my death as determined
pursuant to the applicable regulations, the Trustees shall distribute all
Retirement Benefit distributions (including all minimum required distribution
amounts) outright and free of trust as soon as is reasonably convenient
following the Trustee's receipt of those distributions.
6.22.1.1.2. Any power of appointment with respect to Retirement
Benefit distributions otherwise exercisable by any subtrust beneficiary or any
other person during the oldest beneficiary's lifetime shall only be exercisable
effective upon the death of the oldest beneficiary of the separate trust which
includes the subtrust.
6.22.1.1.3. Unless the subtrust is earlier terminated by the
distribution of all of the Retirement Benefits or as otherwise directed
pursuant to the trust instrument, the subtrust shall terminate upon the death
of the oldest beneficiary of the subtrust who was living on the date of
Settlor's death. Any Retirement Benefit distributions payable after that oldest
beneficiary's death shall become the assets of the separate trust which
included that subtrust.
6.22.1.1.4. The sole purpose of the Retirement Benefit conduit
subtrust (and the restrictions upon the otherwise applicable provisions that
govern the separate trust which includes this subtrust) is to qualify all
benefits from the plans and individual retirement arrangements paid to the
subtrust under the "look through" rules. By so qualifying, the minimum
required distributions from any plan or individual retirement arrangement
may be calculated and paid to the subtrust over the single life expectancy of
the oldest trust beneficiary. I recognize that the provisions of Section
401(a)(9), section 408, or the Treasury regulations issued with respect to
those sections that apply to any plan assets payable to the subtrust may be
modified or other official guidance, such as a revenue ruling, may be issued
by the Internal Revenue Service. If those modifications or that guidance has
the effect that, notwithstanding the foregoing subtrust limitations, any plan
or individual retirement arrangement distributions payable to the Retirement ~
Benefit conduit subtrust of any separate trust must be paid at a rate moreThe Fifth Amendment and Restatement of
The WW. Young Loving Trust, dated July 11, 1990
Page 16 of 33 Pages
rapid than over the single life expectancy of the oldest trust beneficiary. the
subtrust may, in the discretion of the Trustee, be terminated.
6.22.2. I direct the Trustee to treat any Retirement Benefit distribution as income of
the trust to the extent that the distribution represents income generated or deemed to be
_ generated by such plan or individual retirement account, notwithstanding the treatment of
such portion of the distribution under any law concerning the determination of income and
principal for trust accounting purposes and the Trustee shall not charge to such income any
expense properly chargeable to the non-income portion of the distribution. In addition,
Trustee shall have the right in his or her or its sole discretion to withdraw any part or all of
the remaining qualified plan benefit or individual retirement account or to direct that the plan
benefit or individual retirement account be paid directly to the beneficiary of the trust who
is entitled to the income of the trust and to give such beneficiary the right to withdraw at any
time all or any part of a qualified retirement plan, qualified retirement annuity or individual
retirement account.
6.22.3. Notwithstanding any other provision hereof, and except as provided in this
Paragraph, the Trustee may not distribute to or for the benefit of my esta
Preview
Hf HUA “Pdladtse. IN THE DISTRICT COURT OF OKLAHOMA COUNTY FILED IN THE DIS STATE OF OKLAHOMA OKLAHOMA COUNTY Ooo JAN = 6 2007 BANK OF OKLAHOMA, N.A., ) _ A PAB Ly cbialyp TRUSTEE OF THE FIFTH AMENDMENT j BY a Tid AND RESTATEMENT OF THE W.W. YOUNG ) LOVING TRUST dated July 11, 1990, j ) Petitioner, ) ) * Gde2007- 128 * LOU R. YOUNG, a/k/a LOU M. ROBERTS, j a/k/a LOU ROBERTS YOUNG, a/k/a M. L. j ROBERTS YOUNG, a/k/a LOU ROBERTS, by) and through her guardian CAROLYN ) MODAWEL, DIANE WILLIAMS and 5 CHARLES YOUNG, 5 ) Respondents. ) PETITION FOR INSTRUCTIONS REGARDING DISTRIBUTION OF INSURANCE POLICIES COMES NOW the Petitioner, BANK OF OKLAHOMA, N..A., TRUSTEE OF THE FIFTH AMENDMENT AND RESTATEMENT OF THE W..W. YOUNG LOVING TRUST dated July 11. 1990 {referred to as “Petitioner”) and petitions the Court for instructions regarding distribution of insurance policies from said Trust and in support thereof alleges and states as follows: L Petitioner, BANK OF OKLAHOMA, N.A. (“BOK”), is anationat banking association doing business in Oklahoma City, Oklahoma, and the current trustee of the FIFTH AMENDMENT AND RESTATEMENT OF THE W. W. YOUNG LOVING TRUST dated July 11, 1990 (“TRUST”). A copy of said TRUST is attached hereto as Exhibit “A”. 2. Respondent, LOU R. YOUNG, a/k/a LOU M. ROBERTS, a/k/a LOU ROBERTS YOUNG, a/k/a M. L. ROBERTS YOUNG, a/k/a LOU ROBERTS (“LOU”), is the current beneficiary of the TRUST and resides in Florida. LOU is under guardianship pursuant to an Orderof the Court filed in the Circuit Court Bay County, Florida in the case styled and numbered In RE GUARDIANSHIP of LouiseR. Young, a/k/a MLR. Young, 2005-795-IN (“Guardianship”). A copy of the Order Appointing Plenary Guardian of Person and Property attached hereto as Exhibit “B”. 3. Respondents, DIANE WILLIAMS (“WILLIAMS”) and CHARLES YOUNG (“YOUNG”) are the named remainder beneficiaries of the TRUST and reside in the state of Texas. 4. The Settior of the TRUST, W. W. YOUNG died on February 18, 2003. 5. The TRUST provides at Article 6.24 that if any beneficiary or heir under the TRUST directly or indirectly contests or objects to the TRUST then any benefit they are to receive under the TRUST shall be voided. 6 The TRUST under Article 5.3 provided for distribution of certain insurance policies that were assets of the TRUST to WILLIAMS and YOUNG. Copies of the front pages of said policies and the beneficiary designations are attached as Exhibit “C”’. 7. To comply with the TRUST, the Petitioner requested YOUNG and WILLIAMS pursuant to Article 6.24 of the TRUST to ratify and acknowledge the validity of said TRUST in order to distribute the policies attached hereto as Exhibit “C”. 8. WILLIAMS and YOUNG have failed and or refused since June of 2003 to acknowledge the validity of the TRUST. 9. Pursuant to Articles 8.1.8, 8.1.15 and 8.1.24 of the TRUST Petitioner has filed this Petition requesting instructions from the Court regarding distribution of said policies to WILLIAMS and YOUNG. 10. Pursuant to 60 O.S. §175.23, the only necessary parties to this action are BOK, Trustee of the TRUST, LOU, the current beneficiary of the TRUST, and YOUNG and WILLIAMS, as the named remaindermen of the TRUST. i] This Court has jurisdiction of this matter pursuant to 60 O.S. §175.23. 12. Venue of this action is proper in Oklahoma County, as it is the situs of the TRUST and where BOK does business.WHEREFORE, Petitioner, BOK, prays that the Court construe the terms of said TRUST and instruct Petitioner on the distribution or retention of said insurance policies until such time as the limitation period expires for contesting said TRUST or WILLIAMS and YOUNG acknowledge and ratify the validity of said TRUST. Respectfully submitted, HW May [ANNE H. MAYS, OBA?#5826 PECK PHILBIN ATTORNEYS, P.C. 204 N. Robinson, Suite 800 Oklahoma City, OK 73102 Telephone: (405) 235-1603 Facsimile: (405) 232-0587 ATTORNEYS FOR PETITIONER, BANK OF OKLAHOMA, N.A., TRUSTEE OF THE FIFTH AMENDMENT AND RESTATEMENT OF THE W.W. YOUNGLOVING TRUST dated July 11, 1990RIFICATIO) STATE OF OKLAHOMA } gg: COUNTY OF OKLAHOMA ) PAT CRIGLER, being oflawful age and being first duly sworn, upon oath, deposes and says: that she is a duly authorized Sr. Vice-President and Sr. Trust Officer of BANK OF OKLAHOMA, N.A., the Trustee of the Fifth Amendment and Restatement of the W.W. Young Loving Trust dated July 11, 1990; that she has read the above and foregoing Petition for Instructions Regarding Distribution of Insurance Policies; that she is familiar with the contents thereof; and that the facts set forth there are true and correct, BANK OF OKLAHOMA, N.A. By: PAT CRIGL| Trust Officer President and Sr. 7 Te Subscribed and swom to before me this Lf “day of Hmmcege— 2008. eerie ed Commission No, 2200.3 4/8Copy FIFTH AMENDMENT AND RESTATEMENT. OF THE W.W. YOUNG LOVING TRUST, DATED JULY 11, 1990 Pursuant to the rights reserved to myself in Article Four of the W.W. Young Loving Trust, dated July 11, 1990, as amended on November 21, 1990, February 1, 1994, May 12, 1998 and July 19, 2000 (the "Trust”), I reserved the right to amend or revoke the Trust from time to time, in whole or in part, by written instrument. I now desire to amend the W.W. Young Loving Trust, dated July 11, 1990, in certain particulars and believe that the amendments will be best understood if the entire instrument is restated. Except for those sections and schedules dealing with the name of the trust and the property initially transferred to the Trust, the W.W. Young Loving Trust, dated July 11, 1990, is revoked in its entirety. Substituted therefor is this amending instrument, which now constitutes all of the terms, provisions and conditions relating to the administration, investment and distribution of the Trust Estate from and after this 16" day of January, 2003. ARTICLE I TRUST NAME The initial Trust created hereunder, as it may be amended from time to time, shall continue to be designated as the W.W. Young Loving Trust, dated July 11, 1990. Other trusts may subsequently be created pursuant to the terms of this Trust. Unless expressly specified to the contrary herein, Articles VII through X shall apply to all trusts being administered under this instrument. ARTICLE II TRUST ESTATE 2.1. Original Trust Property. Concurrently with the creation of the W.W. Young Loving Trust, dated July 11, 1990, the assets described in the Schedule of Property attached hereto were transferred unto the Trustee. 2.2, Additions to Trust Property. Additional property may be added to the Trust Estate at any time by myself or by any other person or persons, by inter vives or testamentary transfer: provided, however, that any such additions by anyone other than myself shall not become a part of the Trust Estate until accepted in writing by the Trustee. All such original and additional property is collectively referred to herein as the Trust Estate and shall be held, administered and distributed by the Trustee as hereinafter set forth.The Fifth Amendment and Restatement of ‘The W.W. Young Loving Trust, dated Juty 11, 1990 Page 2 of 33 Pages ARTICLE IIL FAMILY HISTORY I declare that | am currently married to Lou R. Young, a/k/a Lou M. Roberts, a/k/a Lou Roberts Young, a/k/a M.L. Roberts Young, a/k/a Lou Roberts, and that no children have been born of our marriage. I further declare that I have two children from a previous marriage, namely: Diane Y. Williams and Charles A. Young. I have no other children either living or deceased. Any reference herein to "my wife” shall mean Lou R. Young; any reference herein to "my daughter" shall mean Diane Y. Williams; any reference herein to "my son" shall mean Charles A. Young; and any reference herein to "my children" shall mean my son and my daughter. ARTICLE IV MANAGEMENT DURING MY LIFETIME Commencing as of the date of this instrument and during my lifetime, the Trustee shall administer the Trust Estate and any net income thereof as follows: 4.1. The Trustee shall distribute to me or apply for my benefit such amounts of net income and principal, even to the extent of exhausting principal, as the Trustee believes desirable from time to time for my health, support in reasonable comfort, best interests, and welfare, considering all circumstances and factors deemed pertinent by the Trustee. Any undistributed net income shall be accumulated and added to principal, as from time to time determined by the Trustee. 4.2. In addition, the Trustee shall distribute to me, or others for my behalf, such amounts of net income and principal as |, if not disabled as determined pursuant to Paragraph 4.3, may from time to time direct in writing. 4.3. The determination as to whether at any time, or from time to time, I am: 4.3.1. disabled for purposes of Paragraph 4.2, or 4.3.2. unable to act as Trustee because of advanced age, illness, or other cause that has impaired my ability to transact ordinary business, shall be made by the written declaration of my personal or attending physician, either of whom has provided for my care and treatment on an on-going basis for at least two (2) years immediately prior to the date of such declaration, or by the written declaration of any two (2) other licensed physicians. I hereby waive voluntarily any physician-patient privilege or psychiatrist-patient privilege that may exist in my favor and | authorize physicians and psychiatrists to examine me and disclose ©The Fifth Amendment and Restatement of ‘The WW. Young Loving Trust, dated July 11, 1990 Page 3 of 33 Pages my physical or mental condition in order to determine my capacity or incapacity for the purposes of this instrument. The unattested signature of my personal or attending physician or the unattested signatures of the two independent physicians affixed to the Physician Certification attached hereto and made a part hereof shall be conclusive evidence of the determination of my disability. In addition, I shall be conclusively presumed to be disabled pursuant to this Paragraph upon an adjudication of such by a court of competent jurisdiction. During any period in which I am determined to be disabled hereunder, I shall also be deemed to be deceased for all purposes of Article VII of this instrument. I will be deemed under this instrument to have regained capacity if there is a finding to that effect by a court of competent jurisdiction, when any conservatorship or guardianship has been judicially terminated or upon presentation to the then serving Trustee of a certificate executed by my attending or personal physician, or any two (2) other licensed physicians, that I am capable of acting as Trustee hereunder. 1 4.4. The Trustee shall allow me the absolute right to personally occupy rent free any residential property, which property or any interest therein, from time to time forms a part of the Trust Estate. At any time or times while | shall have the right to occupy such residential property which forms a part of the Trust Estate, the Trustee shall not, without my written approval, or in the event I am disabled or incapacitated, without the written approval of my then serving Agent under a valid Durable Power of Attorney: 4.4.1, Sell any interest in residential property forming a part of the Trust Estate and invest such amounts as the Trustee believes desirable in any other interest in residential property selected by the Trustee; or 4.4.2. Terminate the right given to me under this Paragraph and lease, sell, or otherwise dispose of or administer any such interest in residential property in the same manner as any other trust asset. 4,5. In the event I am disabled or legally adjudicated incompetent as provided in ! Paragraph 4.3, the Trustee may during my lifetime, in addition to the payment of income and principal for my benefit, pay to or apply for the benefit of my wife such sums from the net income and from the principal of the Trust Estate in such shares and proportions as the Trustee, in his absolute discretion, determines to be necessary or advisable from time to time for the health, support, maintenance, comfort and well-being of my wife, taking into consideration to the extent the Trustee © ‘ deems advisable, any other income or resources of my wife known to the Trustee. During myThe Fifth Amendment and Restatement of The WW. Young Loving Trust, dated July 11, 1980 Page 4 of 33 Pages lifetime, my primary purpose is to provide for care and well-being of myself, my wife and anyone dependent upon me for support, and the Trustee need not consider the interest of any other beneficiary in making distributions pursuant to this Paragraph. 4.6. Upon the written request of any Agent of mine who is acting pursuant to that certain Durable Power of Attorney executed by myself as Principal on the 16" day of January, 2003, naming Bank of Oklahoma, N.A., as Agent ("Durable Power"), the Trustee shall, subject to the requirements of this Article, distribute property to my Agent for the purpose of my Agent making a gift or gifts pursuant to the terms of such Durable Power. However, the Trustee shall, if the Trustee determines in his sole and absolute discretion that any such distribution to my Agent would serve to reduce the Trust Estate below the amount necessary to adequately provide for my health, maintenance and well- being, either temporarily or permanently suspend any distributions pursuant to this Paragraph. In making distributions pursuant to this Paragraph, the Trustee may rely upon the written request of my Agent as being for purposes in accordance with the terms of my Durable Power and the Trustee shall be completely exonerated from any and all liability with respect to such distribution. ARTICLE V DIVISION UPON MY DEATH Following my death, the "Division Date", the Trustee shall continue the W.W. Young Loving Trust, dated July 11, 1990, for so long after my death as may be reasonably necessary to receive all property transferable to the Trust by reason of my death and for the orderly administration of the Trust prior to distribution and division as provided herein. 5.1. The Trustee is authorized to pay out of the Trust Estate all of: 5.1.1. my legally enforceable debts, including debts owed by me to a Trustee individually; however, the Trustee shall have absolute discretion in paying any debts which are an encumbrance on real property; 5.1.2. the expenses of my last illness and funeral; 5.1.3. the administration expenses payable by reason of my death; and 5.1.4. the estate and inheritance taxes (including interest and penalties, if any) payable in any jurisdiction by reason of my death (including those administration expenses and taxes payable with respect to assets which do not pass under this Trust). I have made certain life insurance policies insuring my life are payable to the Trustee upon my death. The Trustee is directed to utilize the net proceeds from these policies to pay the expenses * identified above. In addition to the expenses identified above, the Trustee is directed to utilize theseThe Fifth Amendment and Restatement of The WW. Young Loving Trust, dated July 11, 1990 Page 5 of 33 Pages insurance proceeds to satisfy my final income tax liability. Only after these funds are exhausted is the Trustee authorized expend other assets of the Trust Estate in satisfying such expenses. Despite the foregoing, if a personal representative of my probate estate is appointed within six months after my death, then the trustee shall pay the preceding items only to the extent my personal representative shall certify in writing to the Trustee that the value of the cash and readily marketable assets of my residuary estate, as determined by my personal representative, is insufficient to pay those items. Any of the preceding items payable by the trustee as a result of such certification may be paid either directly to the appropriate payee or to the personal representative of my probate estate, as the Trustee determines to be advisable. The preceding items shall be charged generally against the trust principal. The Trustee shall not seek reimbursement for, recovery of, or contribution toward the payment of the preceding items from any person, except that if no personal representative of my probate estate is appointed within six months after my death, then, to the maximum extent permitted by law, the Trustee shall seek reimbursement for, recovery of, or contribution toward the payment of estate taxes attributable to property in which I have a qualifying income interest for life, over which I have a power of appointment, or which is included in my gross estate under Section 2036 of the Code, and which taxes are not otherwise paid or payable. Any generation-skipping tax resulting from a transfer occurring under this instrument shall be charged to the property constituting the transfer in the manner provided by applicable law. 5.2. Concurrently with the execution of this instrument, I transferred all of my household goods, furniture, furnishings, effects and other personal property, whether then owned or thereafter acquired, to the Trustee of the Trust created hereunder. Upon my death, the Trustee shall distribute my tangible personal property to my wife, if she is then living. Should my wife not survive me, my tangible personal property shall remain a part of the Trust Estate to be administered as hereinafter provided. However, in making distribution of my tangible personal property pursuant to this Paragraph, the Trustee is directed to follow any handwritten instructions which I may leave with regard to the disposition of specific items of my personal property; provided, that if the Trustee, after reasonable inquiry, does not find such a memorandum within three (3) months after my death, then the Trustee may assume that such a memorandum does not exist. The Trustee, in his sole discretion, may sell any such personal property which in his sole opinion is not suitable for distribution, with the procéeds of such sale added to the Trust Estate and administered as hereinafter provided.The Fifth Amendment and Restatement of The WW. Young Loving Trust, dated July 11, 1990 Page 6 of 33 Pages For the purposes of this Paragraph 5.2, reference to "tangible personal property" shall mean my jewelry, clothing, automobiles, interests in furniture and such other property that is intended primarily for personal or household use, and specifically excludes any stocks, bonds, mutual funds, government securities, certificates of deposit and cash. 5.3. This Trust is the owner ofa life insurance policy insuring the life of my son and a life insurance policy insuring the life of my daughter. At the Division Date, and after providing for the payments and distributions, if any, required above, the Trustee shall distribute the policy on my son's life to him and the policy on my daughter's life to her. These policies shall be distributed outright and free of trust. In the event either my son or my daughter has predeceased me, an amount equal to the proceeds of his or her policy shall be allocated to the share and/or subshares created for his or her surviving issue as provided in Paragraph 5.4. 5.4. Atthe Division Date, and after the payments and distributions, ifany, required above, the remainder of the Trust Estate as then constituted shall be continued in trust for the benefit of my wife pursuant to the following terms: 5.4.1. Commencing as of the date of my death and continuing during the lifetime of my wife, the Trustee shall pay to my wife the entire net income of the Trust in convenient installments, at least as frequently as quarterly. 5.4.2. In addition to income, the Trustee may pay to my wife as much or all of the principal of the Trust Estate as the Trustee from time to time believes desirable for her health and support in reasonable comfort, taking into consideration to the extent the Trustee deems advisable any other income or resources of my wife known to the Trustee. In providing for distributions hereunder to my wife, my primary concern is for her health and support and the Trustee need not consider the interest of any other beneficiary. 5.4.3. Upon the death of my wife, or at the Division Date, if she does not survive me, the Trust Estate as then constituted shall be allocated into two separate equal shares, the First Share and the Second Share. 5.4.4. The First Share shall be allocated for the benefit of my daughter, Diane, and shail be distributed outright and free of trust. If my daughter does not survive me, the First Share shall be allocated equally among her surviving children and distributed outright and free of trust. If my daughter does not survive me and leaves no surviving children, the First Share shall be allocated on a per stirpes basis among her surviving issue to be distributed outright or continued in trust as provided in Paragraph 5.5. 1f my daughter does not survive me and leaves no surviving issue, the First Share shall be combined with the Second Share to be administered as provided in Subparagraph 5.4.5. .The Fifth Amendment and Restatement of ‘The WW. Young Loving Trust, dated July 11, 1980 Page 7 of 33 Pages 5.4.5. The Second Share shall be allocated for the benefit of my son, Charles, and shall be distributed outright and free of trust. If my son does not survive me, the Second Share shall be allocated equally among his surviving children and distributed outright and free of trust. If my son does not survive me and leaves no surviving children, the Second Share shall be allocated on a per stirpes basis among his surviving issue to be distributed outright or continued in trust as provided in Paragraph 5.5. If my son does not survive me and leaves no surviving issue, the Second Share shall be combined with the First Share to be administered as provided in Subparagraph 5.4.4. 5.5. Each share or subshare created for a beneficiary under age 25 shall be administered pursuant to the following terms: 5.5.1. The Trustee shall pay to or apply for the benefit of a beneficiary such sums from the income and principal of his or her Trust, up to the whole thereof, as in the sole discretion of the Trustee shall be necessary or desirable from time to time for his or her health, education and support, taking into consideration to the extent the Trustee deems advisable, any other income or resources of the beneficiary known to the Trustee. 5.5.2. Upona beneficiary attaining Twenty-Five (25) years ofage, the Trustee shall distribute the balance of his or her share as then constituted outright and free of trust. Ifa beneficiary has already attained Twenty-Five (25) years of age at the time this Trust is divided into shares, the Trustee shall upon making such division, distribute to a beneficiary all of his or her share. 5.5.3. Upon the death of a beneficiary prior to complete distribution of his or her share, the undistributed balance of his or her share shall be allocated on a per stirpes basis among his or her then living issue to be distributed outright or continued in trust pursuant to the terms of this Paragraph 5.5. In default of such issue, the share shall be allocated among the remaining eligible beneficiaries determined pursuant to Paragraph 5.4 to be distributed outright or continued in trust as provided herein. However, if any portion of the share or subshare would be distributed to an individual for whose benefit a Trust is then being administered under this Article, that part shail instead be added to such Trust and shall thereafter be administered and distributed according to its terms. 5.6. [have intentionally omitted to provide in this document for any person or persons not mentioned herein who, if I had died intestate, would be entitled to share in my estate as an heir-at- law or otherwise. 5.7. If at the Division Date or at any time after the Division Date but prior to complete distribution of any share or subshare created hereunder, no beneficiary named herein for such share or subshare is then living and no other provision has been made for that share or subshare, that shareThe Fifth Amendment and Restatement of ‘The W.W. Young Loving Trust, dated July 11, 7990 Page & of 33 Pages or subshare shall be distributed to my heirs-at-law as determined by the laws of descent and distribution of the State of Oklahoma in effect at that time. 5.8. All outright distributions of income and/or principal pursuant to this Article shall be subject to the discretions granted to the Trustee in this instrument. ARTICLE VI ADMINISTRATIVE PROVISIONS 6.1. Distributions to Minor Beneficiaries, For any distribution required hereunder that is not controlled by the provisions of Article V of this instrument, the Trustee may withhold any property otherwise distributable under any Trust created hereunder to a beneficiary who has not reached twenty-one (21) years of age and shall retain the property for that beneficiary in a separate | Trust named for the beneficiary, to be distributed to the beneficiary when he or she reaches twenty- one (21) years of age, The Trustee shall apply as much of the net income and principal of the Trust so retained as the Trustee believes desirable for the health, education and support of the beneficiary for whom the Trust is named, considering all circumstances and factors deemed pertinent by the Trustee. Any undistributed net income shall be accumulated and added to principal, as from time to time determined by the Trustee. The Trustee, in the Trustee's discretion, may make payment of any principal or income applicable to the use of such beneficiary: 6.1.1. by making payment to a guardian or other person havin ig the care and control of the minor, whose receipt shall be a full discharge for any such payment; 6.1.2. by making payment to a custodian selected by the Trustee for the beneficiary under a Uniform Transfers to Minors Act or similar applicable law, whose receipt shall be a full discharge for any such payment; or 6.1.3. by spending it in such manner as the Trustee, in the Trustee's sole discretion, believes will benefit such minor, including payment directly to the minor of such sums as the Trustee may approve as an allowance. This Paragraph shail not apply to any Qualified Subchapter S Trust. 6.2. Payments in the Event of Other Disability. If at any time a beneficiary eligible to receive net income or principal distributions is under a legal disability, or in the opinion of the Trustee is incapable of properly managing his or her financial affairs, then the Trustee may, in the Trustee's sole discretion, make those distributions: 6.2.1. directly to the beneficiary;The Fifth Amendment and Restatement of The W.W. Young Loving Trust, dated July 11, 1990 Page 9 of 33 Pages 6.2.2. to a lawful guardian of the beneficiary; 6.2.3. to a custodian selected by the Trustee for the beneficiary under a Uniform Transfers to Minors Act or similar applicable law; 6.2.4. to some relative or friend for the care, support and education of the beneficiary; 6.2.5. directly for the beneficiary's care, support and education; or 6.2.6. otherwise expend the amounts to be distributed for the benefit of the beneficiary in such manner as the Trustee deems advisable. This Paragraph 6.2 is not to be construed as limiting the Trustee's powers in any way, but is intended to enable the Trustee to give each beneficiary hereunder the fullest possible benefit and enjoyment of all of the trust income and principal to which he or she is entitled. In so making payments pursuant to this Paragraph, the Trustee need not look to the proper application of those payments. This Paragraph shal! not apply to any Qualified Subchapter S Trust. 6.3. Accrued and Undistributed Income. Except as otherwise provided in this instrument, all income accrued or undistributed at the termination of any interest shall be treated as if it had accrued or been received immediately after that termination. 6.4. Factors for Trustee Consideration in Making Discretionary Distributions. In determining whether to make discretionary distributions of net income or principal to a beneficiary, the Trustee may consider such circumstances and factors as the Trustee believes are relevant, including other income and assets known to the Trustee to be available to the beneficiary and the advisability of supplementing such income or assets, the tax consequences of any such distribution, the character and habits of the beneficiary, the diligence, progress and aptitude of the beneficiary in acquiring an education and the ability of the beneficiary to handle money usefully and prudently and to assume the responsibilities of adult life and self-support. For the purposes of this instrument, the term "support" shall not be limited to the bare necessities of life, but shall include permission for a beneficiary to enter into or engage in a business or profession in which the Trustee believes the beneficiary has reasonable prospects of success, and/or to permit a beneficiary to make a reasonable down payment on a personal residence; "health" shall include, but not be limited to, medical, dental, hospital expenses, nursing expenses, home care and the expenses of invalidism; and "education" includes, but is not limited to, private schooling at the elementary and secondary school level, college, graduate and professional education, and specialized or vocational training. ,The Fifth Amendment and Restatement of The WW Young Loving Trust, dated July 11, 1990 Page 10 of 33 Pages 6.5. Application to Court. If any disputes arise as to interpretation of this instrument, or there is need to obtain court approval of any accounting or any interpretation in regard to this instrument, then the Trustee is directed to make application to the appropriate court of jurisdiction. in this regard, it is my intention that the court shall not assume continuing jurisdiction. 6.6. Spendthrift Provision. To the full extent permitted by law, each Trust which is created pursuant to the provisions of this instrument shall be a spendthrift trust and is to be governed, construed and administered according to Oklahoma law, and shall continue to be so governed, construed and administered even though administered elsewhere in the United States or abroad. The interest of any beneficiary in the income and principal thereof shall-not be subject to assignment, sale, mortgage, pledge or anticipation in any way, or any voluntary or involuntary alienation, garnishment, attachment, execution or process of any court, except that the interest of any beneficiary may be assigned to any other beneficiary or any trust created by or pursuant to this instrument. This Paragraph shall not apply to any Qualified Subchapter S Trust. 6.7. Discretion to Terminate Small Trust. Subject to the limitations imposed by Article IX of this instrument, if at any time after my death the Trustee shall determine, in the sole judgment of the Trustee, that any Trust hereunder is of a size that it is no longer economical to administer, or should otherwise be terminated, the Trustee, without further responsibility, may (but need not) terminate such Trust and distribute the Trust Estate to the beneficiary or beneficiaries thereof. 6.8. Perpetuities Savings Clause. Notwithstanding any other provision of this instrument, at the end of twenty-one (21) years after the death of the last to die of myself and all beneficiaries named herein who are living at my death, the Trustee shall distribute the principal and all accrued or undistributed net income of any Trust remaining hereunder to the beneficiary or beneficiaries thereof. 6.9. | Payment of Funeral Expenses and Expenses of Last Iliness of a Beneficiary. Upon the death of any person entitled to income or support from any Trust hereunder, the Trustee may, in its discretion, pay the funeral expenses and the expenses of the last illness of such person from the principal of the Trust from which such person was entitled to income or support. 6.10. Trustee's Discretion to Allow Use of Residential Real Estate. Subject to Paragraph 4.4, the Trustee may, in its discretion, permit any beneficiary or beneficiaries ofany Trust created hereunder to occupy rent free any residence constituting a part of the Trust Estate for such beneficiary or beneficiaries. In the sole discretion of the Trustee, the Trustee may require the beneficiary or beneficiaries to pay the real estate taxes thereon, the expenses of maintaining the residence in suitable repair and condition, and hazard insurance premiums on the residence.The Fifth Amendment and Restatement of ‘The W.W. Young Loving Trust, dated July 11, 1980 Page 11 of 33 Pages 6.11. Life Insurance Policies and Employce Benefit Plans. [ reserve to myself all rights now or hereafter vested in me as owner of any life insurance policies made payable to the trustee, including the rights to change beneficiaries, to borrow money (from the issuing companies, the banking department of any corporate trustee acting hereunder, or others) using the policies as security, to surrender the policies for cash, to receive dividends and all other payments available to the owner, and to withdraw any policies held by the trustee (in which event the trustee shall have no duty to seek their return). With respect to any life insurance policies or employee benefit plans not owned by the Trust but made payable to the Trustee, I direct that: 6.11.1. The Trustee shall have no responsibility for payment of premiums or assessments on the policies, or responsibility to see that the premiums or assessments are paid by others, and the companies issuing them shall have no responsibility to see to the fulfillment of any Trust hereunder or to the application of any proceeds; 6.11.2. The Trustee's receipt and release shal! release and discharge any obligor for any payment made and shall bind every Trust beneficiary hereunder; and 6.11.3. The Trustee shall have no duty to bring suit for payment of any of the policies or plan benefits, unless the Trustee holds funds out of which the Trustee may be indemnified against all expenses of suit, including legal fees. 6.12. Additions to the Trust. Estate under a Durable Power of Attorney. It is contemplated that property may be added to or withdrawn from the Trust Estate by my Agent appointed under a Durable Power of Attorney. If such a transfer of property is made to or from the Trust Estate, the Trustee shall have no liability to determine the validity and effect of the Durable Power of Attorney, nor the power or authority of the Agent acting thereunder. 6.13. Common Disaster or Simultaneous Death. For purposes of this instrument, a beneficiary shall be deemed to have survived me only if he or she is then living on the Thirtieth (30") day following the date of my death. 6.14, Postponement of Distribution Date. The Trustee may, in the Trustee's sole discretion, defer the distribution, allocation or allotment of Trust assets following my death for such period of time as may be necessary in order that the Trustee may take advantage of any privileges which may be provided by state or federal law or regulation permitting an alternate valuation date or dates of assets includable in my estate for state or federal estate tax purposes. 6.15. Division of Trust Assets. At such time as the Trustee is required to make acomplete © or partial distribution of a Trust created hereunder, or to divide a Trust into shares or subshares, theThe Fifth Amendment and Restatement of The WW Young Loving Trust, dated July 11, 1990 Page 12 of 33 Pages Trustee is authorized, in the Trustee's sole discretion, to distribute or divide the Trust asscts in cash or in kind, or partly in each, in undivided interests or otherwise. The Trustee is authorized to appraise or have appraised and place values on the separate trust assets and may use such values as the basis for distribution in kind or for division in kind. The power of the Trustee to convert assets into cash or other assets shall not terminate at the time required for distribution, but shall continue for a reasonable time thereafter to assist the Trustee in making an orderly distribution of the assets comprising the Trust. 6.16. Treatment of Excess Estimated Tax Payments. The Trustee may elect to treat all or any portion of excess estimated tax paid by any Trust created hereunder as a payment by the beneficiary of such Trust, which election may be pro rata among the beneficiaries, or otherwise, in the sole and absolute discretion of the Trustee. No person shall have a claim against the Trustee for such election or non-election, or as a result of the Trustee's exercising the aforementioned discretionary election. The Trustee shall in no way be limited in the exercise of this discretion; however, in order to provide guidance for the Trustee, it is my desire that the Trustee exercise such discretion in the manner that will yield the lowest combined estate and income tax liability for the Trust and the beneficiaries thereof. 6.17. Trustee's Discretionary Election for Deduction of Estate Expenses. The Trustee shall have complete discretion in determining which expenses paid from the Trust Estate shall be reported as deductions for income tax purposes and which shall be reported as deductions for estate tax purposes if such election is available. No person shall have a claim against the Trustee for equitable adjustments or otherwise as a result of the Trustee making such discretionary election. The Trustee shall in no way be limited in the exercise of this discretion; however, in order to provide guidance for the Trustee, I suggest that the Trustee exercise such elections in the manner that will yield the lowest combined estate and income tax liability for my estate, the Trust and the beneficiaries thereof. 6.18. Trustee's Discretionary Allocation of Generation-Skipping Tax Exemption. In the absence of, and only in the absence of, the appointment of a Personal Representative for the administration of my estate, the Trustee shall have complete discretion in the allocation of any generation-skipping tax exemption not allocated prior to my death, which allocation may be made equally, proportionately or in any other manner among the transfers in the Trustee's sole and complete discretion. The Trustee may allocate such exemption to transfers made by reason of my Last Will and Testament, any Codicils thereto, any Trusts established by me during my lifetime or established by my Last Will and Testament, any Codicils thereto, or any outright transfers made during my lifetime which may be subject to the generation-skipping tax. The Trustee shall in no way be limited in the exercise of this discretion pertaining to this allocation. No person shall have a claim against the Trustee for any particular allocation.The Fifth Amendment and Restatement of The WW Young Loving Trust, dated July 11, 1990 Page 13 of 33 Pages 6.19. Separation of Exempt and Non-Exempt Trusts. For each Trust that is otherwise to be established under this instrument for which the Settlor or another’s generation-skipping exemption is allocated to property of such Trust, unless the Trust thereby has a generation-skipping inclusion ratio of zero, the Trustee shall instead establish two separate Trusts so that each separate Trust has a generation-skipping inclusion ratio of either zero (Exempt Portion) or one {the Non- Exempt Portion). This is to be accomplished by allocating to the Non-Exempt Portion the minimum amount of property necessary to establish that Trust with an inclusion ratio of one, while leaving the Exempt Portion with an inclusion ratio of zero. When a Trust otherwise to be established is divided into an Exempt Portion and a Non-Exempt Portion, each separate Trust shall have the same provisions as the original Trust from which it was established and references in this instrument to the original Trust shall collectively refer to the separate Trusts derived from it. Division of a trust shall be made according to the value of the assets of the trust at the time of the division. Whenever such division will result in the residual transfer of property after the satisfaction of a pecuniary payment, such pecuniary payment shall carry Appropriate Interest. Ifany provision of this document provides that property is to be added to a trust by reason of the partial or complete distribution or termination of another trust or otherwise, the Trustee may add property having an Inclusion Ratio of zero only to an Exempt Trust and the Trustee may add property having an Inclusion Ratio greater that zero only to a Non-Exempt Trust. If trust with the appropriate Inclusion Ratio does not exist, the Trustee shall establish a new trust having the same terms, conditions and beneficiaries as the trust to which such property would otherwise have been added so that such property may be added to the new trust without changing the Inclusion Ratio of such property. 6.20. Subchapter "S" Stock. Notwithstanding any other provision of this instrument, if any Trust created hereunder shall consist in whole or in part of stock of an S Corporation, as defined in Internal Revenue Code §1361(a)(1), the Trustee shall divide such Trust into separate Trusts for each income beneficiary and shall pay or apply the entire net income of such Trust to or for the use of the income beneficiary thereof, in installments at least as frequently as annually. Inno event shall the principal of each such Trust be payable to someone other than the income beneficiary during the term of the Trust. Upon the termination of the Trust during the lifetime of the income beneficiary, the principal of the Trust shall be payable to the income beneficiary. The Trustee shall have the power to amend this instrument, without the approval of the appropriate court, for the purpose of allowing any trust to qualify as a qualified Subchapter S trust. 6.21. Limitations on Distributions. If any beneficiary under this instrument is, or shall become, institutionalized and/or receiving nursing or other professional health care on an "in-home" or "out-patient" basis, the Trustee's discretion as to the need, propriety or amount of distributions of net income and/or principal to or for the use of such beneficiary shall be limited solely to providing those comforts and luxuries not otherwise provided by such institution, organization or other professional health care provider, under any publicly funded program or from other sources (public or private). Under no circumstances shall the Trustee exercise its discretion to utilize funds for the ”The Fifth Amendment and Restatement of ‘The W.W. Yaung Loving Trust, dated July 11, 1980 Page 14 of 33 Pages payment of services that would otherwise be borne by any publicly funded program, or by any institution, organization or other professional health care provider. 6.21.1. The Trustee, subject to the limitations in Article [X, is authorized, but not required, to terminate and distribute the interest of any beneficiary who is so eligible for public or private assistance either (i) at the time he or she becomes an eligible beneficiary under this instrument, or (ii) at any time subsequent to the creation of his or her interest. Any distribution following termination pursuant to this Paragraph may, in the Trustee's absolute discretion, be among the remaining eligible beneficiaries under this instrument or in trust for the benefit of the beneficiary whose interest was terminated, as specified in Paragraph 6.21.2. 6.21.2. The Trustee, subject to the limitations in Article IX, is further authorized to create a new trust in conformity with the then applicable laws, which trust would provide a purely supplemental care fund for the beneficiary. Any such trust must provide that at the termination of the trust, whether due to the death of the beneficiary or otherwise, that the Temainder would be allocated among the eligible beneficiaries, determined as if the beneficiary was deceased, in accordance with Article V, to be distributed outright or continued in trust as provided therein. 6.21.3. In any threatened, pending, or contemplated action, suit, or proceeding to which a Trustee is a party or is threatened to be made a party by reason of any action or failure to act by the Trustee pursuant to this Paragraph, the Trust shall indemnify that Trustee against expenses, judgments, settlements, and other amounts reasonably and actually paid (including reasonable attorneys' fees) by the Trustee, so long as the Trustee acted in good faith and in a manner the Trustee reasonably believed to be in the best interests of the beneficiaries of the Trust taken as a whole. 6.22. Qualified Plans and Individual Retirement Accounts. 6.22.1. All Retirement Benefits payable to the Trustee allocated among the shares created pursuant to this instrument shall be subject to the following restrictions. 6.22.1.1. If Retirement Benefits subject to the minimum distribution rules of IRC section 401(a)(9) in any retirement account qualified under IRC section 401 (a), individual retirement account or annuity qualified under IRC section 408, Roth IRA under IRC section 408A, annuity or custodial account qualified under IRC section 403(b), eligible government plan qualified under IRC section 457(d) or similar benefit are payable to the Trustee under this trust pursuant to any beneficiary designation filed by settlor as a participant, account owner, or surviving spouse i beneficiary [under IRC section 401{a)(9)(b)(iv)] of that plan, and those Retirement Plan distributions are not properly disclaimed on or before September 30 of theThe Fifth Amendment and Restatement of ‘The W.W. Young Loving Trust, dated July 11, 1990 Page 15 of 33 Pages calendar year following my death, the Trustee shall segregate those Retirement Benefit distributions into a separate conduit subtrust. The conduit subtrust shall be governed by all of the provisions of the separate trust of which the subtrust is a part except as follows. 6.22.1.1.1. During the remaining lifetime of the oldest beneficiary of that separate trust who is living on the date of my death as determined pursuant to the applicable regulations, the Trustees shall distribute all Retirement Benefit distributions (including all minimum required distribution amounts) outright and free of trust as soon as is reasonably convenient following the Trustee's receipt of those distributions. 6.22.1.1.2. Any power of appointment with respect to Retirement Benefit distributions otherwise exercisable by any subtrust beneficiary or any other person during the oldest beneficiary's lifetime shall only be exercisable effective upon the death of the oldest beneficiary of the separate trust which includes the subtrust. 6.22.1.1.3. Unless the subtrust is earlier terminated by the distribution of all of the Retirement Benefits or as otherwise directed pursuant to the trust instrument, the subtrust shall terminate upon the death of the oldest beneficiary of the subtrust who was living on the date of Settlor's death. Any Retirement Benefit distributions payable after that oldest beneficiary's death shall become the assets of the separate trust which included that subtrust. 6.22.1.1.4. The sole purpose of the Retirement Benefit conduit subtrust (and the restrictions upon the otherwise applicable provisions that govern the separate trust which includes this subtrust) is to qualify all benefits from the plans and individual retirement arrangements paid to the subtrust under the "look through" rules. By so qualifying, the minimum required distributions from any plan or individual retirement arrangement may be calculated and paid to the subtrust over the single life expectancy of the oldest trust beneficiary. I recognize that the provisions of Section 401(a)(9), section 408, or the Treasury regulations issued with respect to those sections that apply to any plan assets payable to the subtrust may be modified or other official guidance, such as a revenue ruling, may be issued by the Internal Revenue Service. If those modifications or that guidance has the effect that, notwithstanding the foregoing subtrust limitations, any plan or individual retirement arrangement distributions payable to the Retirement ~ Benefit conduit subtrust of any separate trust must be paid at a rate moreThe Fifth Amendment and Restatement of The WW. Young Loving Trust, dated July 11, 1990 Page 16 of 33 Pages rapid than over the single life expectancy of the oldest trust beneficiary. the subtrust may, in the discretion of the Trustee, be terminated. 6.22.2. I direct the Trustee to treat any Retirement Benefit distribution as income of the trust to the extent that the distribution represents income generated or deemed to be _ generated by such plan or individual retirement account, notwithstanding the treatment of such portion of the distribution under any law concerning the determination of income and principal for trust accounting purposes and the Trustee shall not charge to such income any expense properly chargeable to the non-income portion of the distribution. In addition, Trustee shall have the right in his or her or its sole discretion to withdraw any part or all of the remaining qualified plan benefit or individual retirement account or to direct that the plan benefit or individual retirement account be paid directly to the beneficiary of the trust who is entitled to the income of the trust and to give such beneficiary the right to withdraw at any time all or any part of a qualified retirement plan, qualified retirement annuity or individual retirement account. 6.22.3. Notwithstanding any other provision hereof, and except as provided in this Paragraph, the Trustee may not distribute to or for the benefit of my esta