COMMENT ⊗   VALID 00002 PAGES
C REC  PAGE   DESCRIPTION
C00001 00001
C00002 00002	\|\\M1BAXL30\M2BAXB30\F2\CArthur L. Samuel
C00008 ENDMK
C⊗;
\|\\M1BAXL30;\M2BAXB30;\F2\CArthur L. Samuel
\C501 Portola Road, Portola Valley, California  94025


\←L\+'100;\→L\←R\-'50;\→R
\←L\-R\/'7;\+R\→.January 31, 1978



\F1Mr. Mike Slattery
Citizens National Bank
Emporie, Kansas


Dear Mr. Slattery:

\JThis is in reply to your letter of January 11 1978.

The trust agreement made on August 8 1972 between The Citizens Bank and my wife
and me is an irrevocable trust. The agreement furthermore specifies that "..if upon the
death of the Grantors THE COLLEGE OF EMPORIA is not an organization described in
section 170(c) of the Internal Revenue Code ... then and in such an event the
Trustee shall distribute the principal and any accumulated income of the trust to
such other organization as the Trustee, in exercise of its absolute discretion,
shall select, providing such other organization is, at the time of
distribution, described in Section 170(c) as aforesaid."

In view of the above, we have no legal right to designate a new beneficiary, and,
in fact, were we to attempt to do so and were the Citizens Bank to accede to
this there might be the interpretation that neither party to the agreement accepted
it as an irrevocable trust, in spite of the written agreement.
If this were so, we would have been guilty of falsely claiming a charitable
contribution in our income tax return.

So the decision as to the new benificiary is entirely yours.

Of course, if you would like to know our preferences, I can call attention
to the fact that we made a similar grant to THE BOARD OF TRUSTEES OF THE
LELAND STANFORD JUNIOR UNIVERSITY (of Stanford California) at the same
time that we made this grant to the COLLEGE OF EMPORIA.  Had we been aware
of the possible demise of either institution at that time, we certainly
would have arranged both grants to specify the other school as a second
residual benificiary in the event that the primary beneficiary ceased to
exist or to qualify under the Internal Revenue Code.

A reasonable course of action might be for you to attach a
codicil to your copy of the agreement and to send us a copy of the
codicil.  This codicil could note the demise of THE COLLEGE OF EMPORIA and
it could reassign the trust to Stanford University (using the full name as
noted above).  We would be quite happy to see you take this action but
again I want to make it clear that we are not attempting to alter
the irrevocable nature of the grant and the decision is entirely yours.

There is one other action that you might or might not like to take.  The
agreement provides that the Trustee" shall have the right to resign at any
time during the life of the grantors by giving notice in writing to the
Grantors".  We are not suggesting that you do this and indeed we would be
unhappy were you to do so before a new benificiary has been named.
However, I might call your attention to the fact that THE BOARD OF
TRUSTEES OF LELAND STANFORD JUNIOR UNIVERSITY is empowered to act as
trustee and it is in fact the trustee of the grant that we made to
Stanford.  If you should decide to name Stanford as the new beneficiary
and if after this was done you later decided to
resign as trustee then we could name Stanford as the new trustee thus
simplifying the subsequent handling of the trust.  Of course, if you would
still like to handle the trust, the decision is yours.

I am sorry that my reply has been so long delayed but I wanted to be
entirely clear as to the possible consequence of any action that we or you
might take.\.
\←L\→S\←R\-L\/'2;\+L\→L

Sincerely,



Arthur L. Samuel
\←S\→L


ALS:pdp10