EXHIBIT 99.2
TRUST AGREEMENT
CREATING THE
XXX X. XXXXXX TRUST
BY AND BETWEEN
XXX X. XXXXXX, of Allegheny County, Pennsylvania (hereinafter referred to as the
"Settlor"), party of the first part
AND
The said XXX X. XXXXXX, XXXXXX X. XXXXX and XXXX XXXXXXXX XXXXXX, also of
Allegheny County, Pennsylvania, parties of the second part
Xxxx Xxxxxxxx Xxxxxx, Esquire
Xxxxxx Xxxxxxx Xxxxxx Xxxxx XXX
Xxxxx Xxxxxx Xxxxx, Xxxxx 0000
000 Xxxxx Xxxxxx
Xxxxxxxxxx, XX 00000
(000) 000-0000
00007528
9/16/2003 9:04 AM
TRUST AGREEMENT
CREATING THE
XXX X. XXXXXX TRUST
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MADE September 17, 2003, by and between XXX X. XXXXXX, of
Allegheny County, Pennsylvania (hereinafter referred to as the "Settlor"), party
of the first part, and the said XXX X. XXXXXX, XXXXXX X. XXXXX and XXXX XXXXXXXX
XXXXXX, also of Allegheny County, Pennsylvania, parties of the second part.
ARTICLE I
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Purpose and Name; Disposition During Settlor's Life
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Section 1.1. Purpose. The Settlor has transferred, assigned and
delivered and by these presents does transfer, assign and deliver to the
Trustees the property described in Schedule "A" attached hereto. The Trustees
agree to hold such property, together with any additional property which may be
received from the Settlor's estate or otherwise, in trust in accordance with the
terms and conditions hereinafter set forth.
Section 1.2. Name. The trust created hereunder shall be known as
the XXX X. XXXXXX TRUST, but for convenience it is hereinafter referred to as
the "Trust".
Section 7.1. Administrative Powers of Trustees.
(A) Powers. In the administration and management of any trust or
fund created under this Agreement and in the
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management, investment and reinvestment of the trust estate thereof, the
Trustees shall have and may exercise (subject to the provisions of subsection
(B) of this Section and to any other provision of this Agreement limiting or
qualifying in any way any power, authority or discretion of the Trustees) full
power, authority and discretion without the necessity of obtaining the order of
any court to do all acts, to execute, acknowledge and deliver all writings and
to exercise for the benefit of all persons who may be or become beneficiaries
under the provisions of this Agreement any and all powers, authorities and
discretions given to or vested in such Trustees by the provisions of this
Agreement or by law. By way of illustration but not limitation, the Trustees
shall have and may exercise the following powers:
(1) To retain property in the form and character in which the
same shall be received, including the securities of any Corporate Trustee;
(2) To sell, convey, mortgage, lease for any term whatsoever,
transfer, exchange and dispose of, either publicly or privately, the whole or
any part of the trust estate;
(3) To grant options for such period as the Trustees shall deem
advisable for the sale, conveyance, lease, transfer, exchange or other
disposition of the whole or any part of the trust estate and to exercise any
option at any time held as part of the trust estate;
(4) To invest and reinvest the whole or any part of the trust
estate in any kind of property, real, personal or mixed, or undivided or part
interests therein, including stocks, bonds, notes, securities, minerals and
other natural resources,
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limited partnerships, common trust funds maintained by any Corporate Trustee,
the securities of any Corporate Trustee, interest-bearing accounts in, or
certificates issued by, the banking department of any Corporate Trustee,
securities underwritten by syndicates of which any Corporate Trustee is a member
but not purchased from such Corporate Trustee and other property of whatsoever
character, located in the United States or abroad, all statutory and other
limitations as to the investment of trust funds, now or hereafter enacted or in
force, being hereby waived and without obligation to diversify the same and
without liability for any decline in the value thereof;
(5) To purchase assets from the Settlor's estate and to make
loans to the Settlor's personal representative, all upon such terms and
conditions and with or without security as the Trustees shall determine;
(6) To hold, manage, develop and operate all residential and
other real property held as part of the trust estate, to release, partition,
vacate or abandon any such property, to make improvements thereto or thereon, to
construct, demolish, alter, repair, rebuild, maintain and insure buildings and
other improvements on any such property and to use other assets of the trust
estate for any of such purposes;
(7) To compromise and settle claims;
(8) To carry any property in the name of a nominee, including a
clearing corporation, or a depository or in book entry form or unregistered or
in such form as will pass by delivery;
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(9) To vote shares of stock, in person or by proxy, in favor of
or against management and shareholder proposals and to join in or dissent from
and oppose the reorganization, recapitalization, consolidation, merger,
liquidation or sale of corporations or properties, except that the Trustees
shall vote the shares of any Corporate Trustee only as directed by the
Individual Trustee or, in the event there shall be no Individual Trustee then
serving, by an adult beneficiary of income of the trust estate in which such
shares are held;
(10) To employ accountants, agents, attorneys, brokers (including
any brokerage operation affiliated with or conducted by any Corporate Trustee),
employees, investment counselors and other representatives, (any of whom may but
need not be a person, association or corporation acting as, or affiliated with,
a Trustee at the particular time) to perform any act of administration (whether
or not discretionary), to act without independent investigation upon their
recommendations and to determine and pay their compensation and expenses out of
the trust estate;
(11) To employ such one or more investment managers (any of whom
may but need not be a person, association or corporation acting as Trustee at
the particular time) as from time to time the Trustees shall determine for the
proper administration of such trust estate; to delegate to such manager with
respect to the whole or a specified part of such trust estate, or to each of two
or more such managers with respect to a specified part of such trust estate,
complete power, authority and discretion to enter into investment transactions,
within the parameters of an investment policy established by the Trustees for
such manager, on a day-to-day basis without seeking or
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obtaining the prior approval of the Trustees; and to determine and pay the
compensation of all such managers and all other expenses which the Trustees
shall determine to incur in connection therewith. In the event of any such
delegation, (i) the Trustees shall have no liability of any character whatsoever
as a consequence of the acceptance, holding, investment in or retention of any
investment made by or at the direction of any such manager, provided that the
Trustees shall have exercised reasonable care in the selection of such manager
and shall have periodically (not less frequently than semiannually) reviewed
reports of the investment activities and performance of such manager, and (ii)
the fact that any Trustee may have custody of any property subject to the
investment management of any such manager shall not impose upon such Trustee any
duty whatsoever to inquire into the propriety of any investment transaction
undertaken by such Trustee at the direction of such manager and in the event any
claim is asserted against such Trustee arising out of any action taken by or at
the direction of such manager, such Trustee shall not, by reason of such
Trustee's having custody of such property, be deemed to have any knowledge,
actual or constructive, of the suitability of the acceptance, holding,
investment in or retention of such property as an investment for such Trust;
(12) To distribute, without the necessity of filing a judicial
accounting or obtaining judicial approval, the whole or any part of the trust
estate upon the receipt and release of the beneficiary entitled to receive such
distribution, in which event the Trustees shall be relieved of all further
liability with respect to the property so distributed with like effect as if
such distribution had been made pursuant to an order of court;
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(13) To borrow money from any person (including the banking
department of any Corporate Trustee) in such amounts and upon such terms as the
Trustees shall determine and to pledge all or any part of the assets of the
trust estate to secure such borrowing;
(14) To permit any beneficiary to occupy any real property
forming part of the trust estate without rent or upon such other terms and
conditions as the Independent Trustee shall determine;
(15) In the discretion of the Independent Trustee, to purchase or
retain policies of insurance on the life of any beneficiary and to pay the
premiums from either income or principal or from loans against the policies, to
exercise all rights, elections, options, privileges and other incidents of
ownership with respect to such policies, to surrender any such policy for the
cash surrender value thereof, to convert any such policy into other forms of
insurance and to designate such beneficiary as the Independent Trustee shall
determine to be in keeping with the purposes of the trust;
(16) To invest and reinvest in, and to write and sell, contracts
which grant options to buy or sell at a future time securities of corporations;
(17) To organize or cause to be organized, alone or in
conjunction with others, one or more associations, corporations, partnerships or
other organizations;
(18) To continue any business, incorporated or unincorporated, in
which the Settlor may have had an interest at
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the time of death for such period, or to liquidate the same at such time and
upon such terms, as the Trustees may determine, to invest additional sums in any
such business, even to the extent that the trust estate may be invested largely
or entirely in such business, to act as, or to select other persons including
any Trustee, officer of any Corporate Trustee or any beneficiary hereunder to
act as, directors, officers or employees of any such business, to pay
compensation for so acting without regard to whether the person so acting is a
Trustee, an officer of a Corporate Trustee or a beneficiary hereunder, and to
make such other arrangements in respect thereof as the Trustees shall determine;
(19) In the discretion of the Independent Trustee, to divide the
trust estate into two or more separate trusts, to allocate to each of such
separate trusts a fractional share of such trust estate or specific assets or
interests therein and further to separately administer such separate trusts; and
(20) To make any distribution or division of the trust estate
either in cash or in kind, or partly in cash and partly in kind, and to allot
different kinds of, or interests in, property to different shares, all as the
Independent Trustee shall determine to be equitable to effect such distribution
or division.
As used in this subsection, references to the securities of any Corporate
Trustee shall be deemed to refer also to the securities of any corporation which
has control of, or is affiliated with, such Corporate Trustee.
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(B) General Limitations. All powers, authorities and discretions
given to or vested in the Trustees by the provisions of this Agreement or by law
shall be exercisable by the Trustees only in a fiduciary capacity.
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ARTICLE VIII
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Retained Powers of Settlor;
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Governing Law; Number and Gender
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Section 8.1. Revocation. The Settlor reserves the right to revoke
this Agreement in whole or in part by written notice delivered to the Trustees
during the Settlor's life, in which event the Trustees shall deliver to the
Settlor or the person designated by the Settlor the property affected by such
revocation, together with such written instruments as may be required to give
full effect to such revocation. Unless such revocation is expressly made
dependent upon an effective change in the beneficiary designation of an
insurance policy, employee benefit plan or other contract, it shall become
effective upon receipt of such written notice by the Trustees during the
Settlor's life and, if the Settlor should die before a change in beneficiary
designation shall have become effective, the proceeds
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of any such policy, plan or contract received by the Trustees shall be paid to
the Settlor's personal representative and the receipt of such personal
representative shall be a full discharge of the Trustees with respect thereto.
If the Settlor changes the designation of the Trustees as beneficiary of any
such policy, plan or contract, such change shall have the effect of revoking
this Agreement with respect to such policy, plan or contract.
Section 8.2. Amendment. The Settlor reserves the right to amend
this Agreement by a writing signed by the Settlor, delivered to the Trustees
during the Settlor's life and accepted in writing by the Trustees.
Section 8.3. Additional Gifts. The Settlor or some other person
may by will or other writing give to the Trustees additional cash, securities or
other property which shall become and be a part of the trust estate of the trust
or fund to which such gift is made and as such shall be subject to all the
provisions of this Agreement relating thereto; provided, however, that the
Trustees thereof shall have discretion to accept or reject any such gift.
Section 8.4. Governing Law. This Agreement and each trust and
fund created under this Agreement shall be administered and construed in all
respects in accordance with the laws of Pennsylvania.
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Section 8.5. Number and Gender. Whenever used in this Agreement,
the singular shall include the plural, the plural shall include the singular and
the use of any gender shall be applicable to any other gender or to all genders.
WITNESS the due execution hereof the day and year first
above written.
Signed, sealed and delivered
in the presence of:
/s/ Xxxx X. Xxxxxxx /s/ Xxx X. Xxxxxx
------------------------------- ----------------------------(SEAL)
Xxxx X. Xxxxxxx XXX X. XXXXXX
Settlor and Trustee
/s/ Xxxxxx X. Xxxxxxx
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Xxxxxx X. Xxxxxxx
/s/ Xxxxx X. Xxxxxxxx /s/ Xxxxxx X. Xxxxx
------------------------------- ----------------------------(SEAL)
Xxxxx X. Xxxxxxxx XXXXXX X. XXXXX
/s/ Xxxxx X. Ride /s/Xxxx Xxxxxxxx Xxxxxx
------------------------------- ----------------------------(SEAL)
Xxxxx X. Ride
Trustees
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