Estate of Willis Edward Clack, Deceased, Marshall & Ilsley Trust Company, Co-Personal Representative, and Richard E. Clack, Co-Personal Representative - Page 7

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          Decedent's wife, children, and the issue of any deceased children           
          constitute the beneficiaries of the family trust.  The trustee              
          has sole discretion to distribute income and principal to any one           
          or more of the beneficiaries.  Any income not distributed to the            
          beneficiaries is to be added to the principal of the family                 
          trust.                                                                      
               Article IX, paragraph A of the will provides that the                  
          personal representative "may make such elections under the tax              
          laws applicable to my estate as it determines should be made."              
               On April 1, 1988, a U.S. Estate Tax Return, Form 706, was              
          timely filed for the estate with the Internal Revenue Service               
          Center in Austin, Texas.  On the estate tax return, the                     
          coexecutors made the election under section 2056(b)(7) for the              
          entire marital trust amount, which they valued at $4,162,439.24.            
          The marital trust amount was computed as follows:                           
          Probate estate                     $6,685,474.21                            
          Add:  Profit sharing plan benefit1      320,327.89                          
          Total                                   7,005,802.10                        
          Less:     Funeral expenses              (3,973.00)                          
                    Administration expenses       (338,849.06)                        
                    Debts                         (20,811.95)                         
                    Mortgages & liens             (1,365.85)                          
          Less:     Specific bequest to spouse    (42,075.00)                         
                    Specific bequest to son       (2,436,288.00)                      
          Net amount to marital trust             4,162,439.24                        
               1The trustees of the marital trust were named as the                   
          beneficiaries of the Clack Corp. Profit Sharing Plan.                       
          Thus, the coexecutors treated the payment of expenses under                 
          Article I, paragraph A of the will, the bequests of tangible                





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