EXHIBIT 7.2
IRREVOCABLE DEED OF TRUST
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Made the 12th day of July, 1989.
XXXXX X. XXXXXX and XXX X. XXXXXX, his wife, of Allegheny County,
Pennsylvania, as the Settlors, and XXX X. XXXXXX and XXXX XXXXXXXXX XXXXXX
XXXXXXXX, individuals residing in Allegheny County, Pennsylvania, as the
Trustees, hereby agree as follows:
ONE: The Settlors hereby transfer and deliver to the Trustees the
property listed in Schedule "A" attached hereto, together with all of their
interest therein. The Trustees shall hold said property, together with any
additions thereto as hereinafter provided, as a Trust Estate, shall invest and
reinvest the same and shall distribute the net income (hereinafter called
"Income") and principal as set forth in the following provisions.
(A) The Trustees shall immediately divide the Trust Estate,
including any additions thereto, into two equal shares for the Settlors'
granddaughters, XXXXXXXXX XXX XXXXXXXX and XXXXXXXXX XXXXXX XXXXXXXX, and each
share shall be held as a separate trust, as follows:
(1) During the lifetime of each granddaughter, the Trustees
shall pay the Income from her separate trust at least annually to the said
granddaughter, and shall also pay to said granddaughter such sums from principal
as are necessary for said granddaughter's health, maintenance, education and
support in her accustomed manner of living; PROVIDED, however, that, prior to
said granddaughter's twenty-first (21st) birthday, the Trustee other than XXX X.
XXXXXX is authorized to pay all or any portion of the Income, and any portion of
the principal distributed in accordance with the standard articulated above to
any individual or trust company selected by such Trustee other than XXX X.
XXXXXX or XXXXX X. XXXXXX (including such Trustee) as Custodian for said
granddaughter under the Pennsylvania Uniform Gifts to Minors Act; PROVIDED,
FURTHER, however, that no Trustee shall participate in the decision to make a
distribution of principal which could have the effect of discharging or
satisfying any personal legal obligation of support of such Trustee; PROVIDED,
FURTHER, that if any unproductive assets are held in the trust, said
granddaughter may require that they be converted to income-producing assets
within a reasonable time; and PROVIDED, FURTHER, that said
granddaughter shall have the right to withdraw portions of the principal in
accordance with the following schedule:
(a) After her twenty-fifth (25th) birthday, one-
third (1/3) of the principal;
(b) After her thirtieth (30th) birthday, one-half
(1/2) of the principal which is not already subject to withdrawal;
and
(c) After her thirty-fifth (35th) birthday, any or
all of the principal.
Notwithstanding any other provision hereof, in no event shall any
portion of the Income or principal of the separate trust established hereunder
for each of the Settlors' granddaughters be distributed to any person other than
the granddaughter for whom such separate trust was established during the life
of such granddaughter.
(2) Upon the death of each granddaughter, if her trust has
not already terminated, any Income from her separate trust accrued or received
by the Trustees subsequent to the last payment date shall be paid to her estate,
and the principal thereof shall be transferred and delivered to or for the
benefit of such one or more persons, corporations or other organizations,
including said granddaughter's creditors or the creditors of her estate, in such
portions or amounts and subject to such trusts, terms and conditions as the said
granddaughter may appoint by specific reference to this Article in her Will. If
the said granddaughter does not exercise this power of appointment in full the
unappointed principal shall be transferred and delivered to her surviving issue
per stirpes or, if she has none, shall be distributed to the then living issue,
per stirpes, of XXXX XXXXXXXXX XXXXXX XXXXXXXX; PROVIDED, however, that any
amount thus distributable to the Settlors' other granddaughter named in Article
ONE (A) hereof shall be added to the separate share hereunder established for
such granddaughter and shall be held or distributed as if the latter share was
being set apart at that time. If there are no takers as described above in this
subparagraph (2), the principal shall be transferred and delivered to XXXX
XXXXXXXXX XXXXXX XXXXXXXX, or if she is not then living, to those persons who
would have been entitled thereto if XXXXX X. XXXXXX had been the owner thereof
and he had died at that time intestate, unmarried and domiciled in Pennsylvania;
PROVIDED, however, that in no case shall either of the Settlors be entitled to
receive any portion of the principal.
(B) If any remainderman under the foregoing provisions, other
than XXXXXXXXX XXX XXXXXXXX or XXXXXXXXX XXXXXX
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XXXXXXXX, is under the age of twenty-one (21) and is entitled to a share in
excess of the amount which may be paid to his or her natural guardian, such
share shall be retained by the Trustees in a separate trust until the
twenty-first (21st) birthday of said remainderman, at which time the trust shall
terminate and the principal shall be transferred and delivered to him or her
free of trust. Until said remainderman's twenty-first (21st) birthday, the
Trustees shall pay the Income to said remainderman, and, in addition, may pay to
the remainderman so much of the principal as the Trustees deem advisable for the
welfare, comfortable support and education of said remainderman; PROVIDED,
however, that the Trustees are authorized to pay all or any portion of the
Income, and any portion of the principal that is distributed, to any individual
or trust company selected by the Trustees, including a Trustee but not either of
the Settlors, as custodian for said remainderman under the Pennsylvania Uniform
Gifts to Minors Act or under the Uniform Gifts or Transfers to Minors Act of the
jurisdiction of the residence of the beneficiary or of the Custodian. In the
event of the death of said remainderman prior to attaining the age of twenty-one
(21), any undistributed Income and the remaining principal shall be transferred
and delivered to said remainderman's estate.
(C) Subject only to Article TWO (C) hereof, receipts of money and
other property shall be allocated between income and principal as prescribed by
Sections 8101-8112 of the Pennsylvania Probate, Estates and Fiduciaries Code, as
the same may in future be amended.
(D) The Trustee other than XXX X. XXXXXX is authorized to
terminate any trust created hereunder, in whole or in part, at any time if, in
the absolute discretion of the Trustee other than XXX X. XXXXXX, it is in the
best interest of the beneficiary of such trust to do so. Upon any such
termination, the then trust property shall be transferred and delivered to the
then Income beneficiary of such trust; PROVIDED, however, that if such Income
beneficiary is under the age of twenty-one (21), the Trustees are authorized to
deliver such trust property to any individual or trust company selected by the
Trustee other than XXX X. XXXXXX, including a Trustee but not either of the
Settlors, as Custodian for such Income beneficiary under the Pennsylvania
Uniform Gifts to Minors Act.
TWO: (A) The Trustees hereunder shall have the following powers, in
addition to and not in limitation of those granted by law: to accept assets in
kind from the Settlors or elsewhere and to retain such assets in kind; to sell
assets and to invest and reinvest the proceeds and any other cash in any kind of
property, real or personal or part interest therein, without being restricted to
investments which are listed as legal
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or considered as traditional for trust funds; to pledge, exchange or mortgage
real or personal property and to lease the same for terms exceeding five (5)
years; to give options for sales, leases and exchanges; to borrow money; to
compromise claims; to make division or distribution hereunder either in cash or
in kind; to allot different kinds of or interests in property to different
shares; to carry securities in the name of a nominee; subject to the power of
either of the Settlors' granddaughters to require the conversion of unproductive
assets into income-producing assets as set forth in Article ONE (A)(1) hereof,
to retain shares of stock in Dynamet Incorporated without duty of
diversification; and to vote shares of corporate stock, in person or by proxy,
in favor of or against management proposals; PROVIDED, however, that if XXX X.
XXXXXX is serving as a Trustee hereunder, in no case shall XXX X. XXXXXX have
the authority to vote shares of stock in Dynamet Incorporated, and such shares
in Dynamet Incorporated shall be voted only as directed by the Trustee other
than XXX X. XXXXXX.
(B) Any Income or principal herein provided to be paid to any
beneficiary while under any disability may, in the discretion of the Trustees,
be paid to any court appointed guardian or similar appointee with respect to
such beneficiary, and, in the event it is so paid, the receipt of such court
appointed guardian or similar appointee therefor shall be a full and complete
discharge of the Trustees for the amount or amounts so paid.
(C) If the trusts hereunder, or any of them, hold any shares in
an S Corporation, they are intended to qualify, if practicable and consistent
with any applicable agreement to which such shares are subject, as "qualified
Subchapter S trusts" as that term is used in Section 1361 of the Code, and are
to be administered in such a manner as to qualify as an eligible shareholder of
an S Corporation under the provisions of the said Section, including, without
limitation, the distribution of all the "income," as that term is used in
Section 643(b) of the Code, of each such trust to the current income beneficiary
thereof. If practicable and consistent with any applicable agreement to which
such shares are subject, the Settlors request that the income beneficiary of any
trust hereunder holding shares in an S Corporation, with the assistance of the
Trustees, make the necessary election to treat such trust as an eligible
shareholder of any such S Corporation.
(D) The Trustees shall pay to any beneficiary of any trust
created hereunder which holds stock in an S Corporation, in addition to all
other payments of Income and principal hereunder, an amount equal to the federal
and state income taxes with respect to such stock, on account of any income
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or gain allocated to principal according to applicable trust accounting
principles. The Trustees shall consult with the beneficiary in determining the
amount to be paid pursuant to this Article TWO (E), but the decision of the
Trustee other than XXX X. XXXXXX on the amount to be distributed shall be final.
(E) It is a paramount purpose of the Settlors that each trust
created hereunder for a granddaughter of the Settlors qualify as a "transfer to
a grandchild" as that term is defined in Section 1433(d) of the Tax Reform Act
of 1986, as amended by Section 1014(h) of the Technical and Miscellaneous
Revenue Act of 1988. Notwithstanding any other provision hereof, this Deed of
Trust shall be construed accordingly.
THREE: (A) No one dealing with the Trustees need inquire concerning
the validity of anything the Trustees purport to do, or need see to the
application of any money paid or any property transferred to or on the order of
the Trustees.
(B) No Trustee hereunder shall have any liability for any mistake
or error of judgment made in good faith. To the extent permitted by applicable
law, no bond shall be required of any Trustee hereunder in any jurisdiction. The
Settlors recognize that, in the exercise of the Trustees' powers hereunder, an
individual Trustee may be placed in a position of having conflicting interests
as a fiduciary and as an individual, and the Settlors direct that such
conflicting interests shall not be a basis for such Trustee not participating in
the exercise of powers with respect to any stock of Dynamet Incorporated, or its
successors, held hereunder.
(C) If XXXX XXXXXXXXX XXXXXX XXXXXXXX resigns or is unable to act
or to continue to act as a Trustee, then XXXXX X. XXXXXXXX shall be appointed as
successor Trustee. If XXXXX X. XXXXXXXX resigns or is unable to act or to
continue to act as successor Trustee, then MELLON BANK, N.A. shall be appointed
the successor Trustee. In case of the merger or consolidation of a corporate
successor Trustee, the resultant company shall become successor Trustee
hereunder without notice to any party. If XXX X. XXXXXX resigns or is unable to
act as a Trustee, no successor to her shall be appointed, and thereafter the
term "Trustees" shall be interpreted as referring to the Trustee other than XXX
X. XXXXXX.
(D) No individual Trustee shall receive compensation for his or
her services as Trustee hereunder. If a corporate Trustee is serving hereunder,
it shall be compensated for its services hereunder according to its schedule of
charges at the time such services are rendered. In no case shall any Trustee be
entitled to compensation in excess of such
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compensation as would be approved by a court of competent jurisdiction.
FOUR: (A) The right of any beneficiary hereunder to the Income or
principal of her separate Trust shall not be subject to assignment, alienation,
attachment or claims of creditors.
(B) Neither the creation of this Trust nor any distribution of
Income or principal hereunder shall be deemed or considered to discharge or
relieve any Trustee from his or her legal obligation, if any, to support any
beneficiary hereof.
(C) The Settlors, or either of them, may add hereto cash or such
property in kind as is acceptable to the Trustees.
(D) This IRREVOCABLE DEED OF TRUST shall be governed in all
respects by the laws of the Commonwealth of Pennsylvania.
(E) The Settlors acknowledge that they understand the nature of
an irrevocable trust and specifically renounce all rights of amendment or
revocation with respect hereto.
(F) As used in this IRREVOCABLE DEED OF TRUST, the singular may
include the plural and the plural the singular, and the use of any gender shall
be applicable to all genders.
IN WITNESS WHEREOF, this IRREVOCABLE DEED OF TRUST has been signed by
the Settlors and accepted by the Trustees as of the day and date first above
written.
WITNESS: SETTLORS:
/s/ Xxxxxx X. Xxxxxx for all /s/ Xxxxx X. Xxxxxx
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XXXXX X. XXXXXX
/s/ Xxx X. Xxxxxx
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XXX X. XXXXXX
TRUSTEES:
/s/ Xxx X. Xxxxxx
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XXX X. XXXXXX
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/s/ Xxxx Xxxxxx Xxxxxxxx
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XXXX XXXXXXXXX XXXXXX XXXXXXXX
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