Estate of Marion P. Bradford, Deceased, Lizette L. Pryor, Executrix - Page 7




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                  foundation shall be established for a period of                     
                  five (5) years, and upon the fifth anniversary                      
                  date of the date of Grantor's death, the remain-                    
                  ing proceeds plus any interest accumulated within                   
                  the private charitable foundation established                       
                  pursuant to this paragraph shall be distributed                     
                  in fee to the charitable organization for which                     
                  this private charitable foundation is initially                     
                  established.  The Foundation Trustee or manager                     
                  of the private charitable foundation established                    
                  pursuant to this paragraph shall be LIZETTE LEWIS                   
                  PRYOR.                                                              
                            *   *   *   *   *   *   *                                 
                  It is Grantor's intent that such Foundation                         
                  Trustee or manager have the authority and                           
                  discretion to distribute proceeds from the                          
                  private charitable foundation as he or she see                      
                  [sic] fit for specific charitable events, project                   
                  [sic], or needs of the charitable organization                      
                  for which the private charitable foundation was                     
                  established.  Thus, during the five (5) year term                   
                  of the private charitable foundation and upon its                   
                  termination as described in this paragraph, the                     
                  Foundation Trustee or manager may allocate                          
                  foundation funds to the designated charitable                       
                  organization for specific needs or for the                          
                  general benefit of the charitable organization at                   
                  his or her discretion provided that all funds are                   
                  disbursed to such charity upon the foundation's                     
                  termination.                                                        
                       5.04  ALLOCATION OF REMAINING TRUST                            
                  PROPERTY.  Upon the death of the Grantor, the                       
                  Successor Trustee shall distribute the remaining                    
                  Trust property which remains after providing for                    
                  all previous distributions and for payment of                       
                  all expenses of administering such Trust in                         
                  accordance with provisions of paragraph 6.02                        
                  herein for bequests, debts, expenses, and taxes                     
                  of Grantor's estate to LIZETTE LEWIS PRYOR in                       
                  fee, discharged of Trust if she survives Grantor.                   
                  * * *                                                               









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