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Home My WebLink About02-13-07 Arthur L. Goldberg (1951-2000) Harry B. Goldberg (19611998) Ronald M. Katzman Paul]. Esposito Neil E. Hendershot J Jay Cooper Thomas E. Brenner April L. Strang-Kutay Guy H. Brooks Jerry]. Russo Michael]. Crocenzi Thomas]. Weber Steven E. Grubb John DeLorenzo Royce L. Morris David M. Steckel Joseph M. Semhrot Carly ]. Wismer Michael F Socha COUNSEL Joshua D. Lock Arnold B. Kogan Heather L. Paterno n Goldberg Katzman A full-service law firm. February 12, 2007 (--......) C',,:> = --.l ..,., ~1 co /-"".; " . r. l i H i\ R R r S H U Rei L!\ N C ^ S T [. r, I C ,\ k L [ S r 320 Market Street. Strawberry Square I PO. Box 1268 I Harrisburg, fA 17108-1268 I 717-234-4161 I 717-234-6808 (fax) I www./{oldbergkatzman.com o ':;0 ~~5 -- (1__;-::;:';': Register of Wills Cumberland County Courthouse One Courthouse Square Carlisle, P A 17013 w -0 ~':;-J --1 N 0.."1 \D Re: Estate of James E. Zimmerman Dear Sir or Madam: Enclosed for filing are the Pennsylvania Inheritance Tax Returns for the Estate of James E. Zimmerman, deceased. Also enclosed is our firm's check in the amount of $15.00 representing the filing fee for the same. Please note, an estate administration has not been filed for Mr. Zimmerman as all of his assets, located in Pennsylvania, were held in the Zimmerman Family Trust. Further, at Mr. Zimmerman's death, he was a resident of Florida. Please time-stamp the extra copy of the Inheritance Tax Return, and return it to our office in the self-addressed stamped envelope provided. Thank you for your attention to this matter. If you should have any questions, please do not hesitate to contact me. ~.1J haron H. Simcizen Estate Paralegal SHS/ Enclosures 18568.1 EV.15OO EX (6-00) COMMONWEALTH OF PENNSYLVANIA DEPARTMENT OF REVENUE DEPT. 280601 HARRISBURG, PA 17128-0601 REV-1500 INHERITANCE TAX RETURN RESIDENT DECEDENT I- Z W C W () W C DECEDENTS NAME (LAST. FIRST. AND MIDDLE INITIAL) Zimmerman James DATE OF DEATH (MM-DO-YEAR) DATE OF BIRTH (MM-DD-YEAR) 1/29/2006 8/11/1928 (IF APPLICABLE) SURVIVING SPOUSE'S NAME (LAST. FIRST. AND MIDDLE INITIAL) Zimmerman, Fa H. [i] 1. Original Retum D 4. limited Estate [i] 6. Decedent Died Testate (Attach copy of Will) D 9. litigation Proc:eeds Received E OFFCIAL USE ONLY FILE NUMBER :1-~ ~L _111-.13 W I- ~Sll) ()O::~ W Il-() :1:00 () 0::..1 Il-I:ll Il- <( D 2. Supplemental Retum D 3. Remainder Retum (date of death prior to 12.13-82) D 4a. Future Interest Compromise (date of death all., 12-12-82) D 5. Federal Estate Tax Retum Required EX] 7. Decedent Maintained a living Trust (Attach copy of Trust) L 8. Total Number of Safe Deposit Boxes D 10. Spousal Poverty Credit Idata 01 daath botwaen 12.31..1 and '.1.85) D 11. Election to tax under Sec. 9113(A) (Attoch Sell 0) OOUNTY CODE YEAR NUMBER SOC~SECURITYNUMBER 177-24-3233 THIS RETURN MUST BE FILED IN DUPLICATE WITH THE REGISTER OF WILLS THIS SECTION MUST BE COMPLETED. ALL CORRESPONDENCE AND CONFIDENTIAL TAX INFORMATION SHOULD BE DIRECTED TO: NAME COMPLETE MAILING ADDRESS I- Z W Q Z o Il. III ~ 8 John DeLorenzo Es ire FIRM NAME (If Applicable) Goldber Katzman, P.C. TELEPHONE NUMBER 717-234-4161 320 Market St., Strawberry Square P.O. Box 1268 1. Real Estate (Schedule A) (1) Harrisbur , PA 17108-1268 r---.~ 2. Stocks and Bonds (Schedule B) (2) 3. Closely Held Corporation, Partnership or SoIe-Proprietorship (3) 4. Mortgages & Notes Receivable (Schedule D) 5. Cash, Bank Deposits & Miscellaneous Personal Property (Schedule E) (4) (5) z o i= 5 ::J I- 0: oCt () w a::: 6. J~ Owned Property (Schedule F) U Separate Billing Requested 7. Inter-Vivos Transfers & Miscellaneous Non-Probate Property (7) (Schedule G or l) (6) $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 ?~~USE ON~ ~~ :-r, f'T1 .i ::C Q CO : 'c:::; r'" "/::'::J <..oJ ._~~ (f) ><: (---., ::=-h -0 .J . ::;:'-j .- j N W \.0 $113,980.00 8 . Total Gross Assets (totatUnes 1-7) 9. Funeral Expenses & Administralive Costs (Schedule H) (9) 10. Debts of Decedent, Mortgage Uabililies, & liens (Schedule!) (10) 11. Total Deductions (totalUnes 9 & 10) 12. Net Value of Estste (line 8 minus line 11) 13. Charitable and Governmental Bequests/See 9113 Trusts for which an election to tax has not been made (Schedule J) 14. Net Value Subject to Tax (line 12 minus line 13) SEE INSTRUCTIONS ON REVERSE SIDE FOR APPLICABLE RATES 15. Amount of line 14 taxable at the spousal tax $32,380.00 x.O L(15) Z rate, or transfers under Sec. 9116 (a)(1.2) 0 i= 16. Amount of line 14 taxable at lineal rate $0.00 x.o 45 (16) ;5 ::I $0.00 ll- 17. Amount of line 14 taxable at sibling rate x .12 (17) :E 0 $0.00 () 18. Amount of line 14 taxable at collateral rate x.15 (18) >< <( 19. Tax Due I- (19) 20. 0 CHECK HERE IF YOU ARE REQUESTING A REFUND OF AN OVERPAYMENT > > BE SURE TO ANSWER ALL QUESTIONS,ON REVERSE SIDE AND RECHECK MATH < < (8) $11,600.00 $70,000.00 $113,980.00 <. 3W4645 1.000 (11) (12) (13) (14) $32,380.00 $0.00 $0.00 $0.00 $0.00 $0.00 ~ d I C dd Dece ent s omPlete A ress: STREET ADDRESS 1923 Rutland Street Cumberland CllY I STAiE I ZIP Camp Hill PA - Tax Payments and Credits: 1. Tax Due (Page 1 Line 19) 2. Credits/Payments A. Spousal Poverty Credit B. Prior Payments C. Discount (1) $0.00 $0.00 $0.00 $0.00 3. InteresVPenalty if applicable D. Interest E. Penalty Total Credits (A + B + C) (2) $0.00 $0.00 $0.00 TotallnteresVPenalty (D + E) (3) $0.00 4. If Line 2 is greater than Line 1 + Line 3, enter the difference. This is the OVERPAYMENT. Check box on Page 1 Line 20 to request a refund (4) $0.00 5. If Line 1 + Line 3 is greater than Line 2, enter the difference. This is the TAX DUE. (5) $0.00 A. Enter the interest on the tax due. (5A) $0.00 B. Enter the total of Line 5 + 5A. This is the BALANCE DUE. Make Check Pa able to: REGISTER OF WLLS, AGENT (5B) $0.00 PLEASE ANSWER THE FOLLOWING QUESTIONS BY PLACING AN "X" IN THE APPROPRIATE BLOCKS 20046 Greenapple Drive SIGNATURE OF PREPARER OTHER THAN REPRESENTA11VE Yes [U IX] IX] IX] without receiving adequate consideration? . . . . . . . . . . . . . . . . . . . . . . . . . . .. D 3. Did decedent own an "in trust for" or payable upon death bank account or security at his or her death? D 4. Did decedent own an Individual Retirement Account, annuity, or other non-probate property which contains a beneficiary designation? . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . " 5U D IF THE ANSWER TO ANY OF THE ABOVE QUESTIONS IS YES, YOU MUST COMPLETE SCHEDULE G AND FILE IT AS PART OF THE RETURN. Under penalties of perjury, I declare that I have _mined this ralum, induding accompanying schedules and statements, and to the best of my knowledge and beliaf. ft is tNe. correct and complete. Declaration of preparer other than the personal repnllenteliwl is based on all information of which preparer has any knowledge. SIGNATURE OF PERSON RESPONSIBLE FOR FILING RElURN -7' ....,1 . .J~jI~.f'n~~ Brooksville, ~c[ 1. Did decedent make a transfer and: a. retain the use or income of the property transferred;. . . . . . . . . . . . . . . b. retain the right to designate who shall use the property transferred or its income; . c. retain a reversionary interest; or . . . . . . . . . . . . . . . . . . . . . . . . d. receive the promise for life of either payments, benefits or care? . . . . . . . . . 2. If death occurred after December 12, 1982, did decedent transfer property within one year of death No D D D D ~ ~ Fay H. Zimmerman ADDRESS DAiE c2 -7-07 John DeLorenzo, Es . ADDRESS I Goldberg Katzman, P.C. 320 Market St, Harrisburg,PA 17108 For dates of death on or after July 1, 1994 and before January 1, 1995, the tax rate imposed on the net value of transfers to or for the use of the surviving spouse is 3% [72 P.S. 9 9916 (a) (1.1) (i)]. For dates of death on or after January 1, 1995, the tax rate imposed on the net value of transfers to or for the use of the surviving spouse is 0% [72 P.S. 99116 (a) (1.1) (ii)] The statute does not exempt a transfer to a surviving spouse from tax, and the statutory requirements for disclosure of assets and filing a tax retum are still applicable even W the surviving spouse is the only beneficiary. For dates of death on or after July 1, 2000: The tax rate imposed on the net value of transfers from a deceased child twenty-one years of age or younger at death to or for the use of a natural parent, an adoptive parent, or e stepparent of the child is 0% [72 P.S. 99116(a)(1.2)). The tax rate imposed on the net value of transfers to or for the use of the decedent's lineal beneficiaries is 4.5%, except as noted in 72 P.S. 9 9116(1.2) [72 P.S. 99116(a)(1 )]. The tax rate imposed on the net value of transfers to or for the use of the decedent's siblings is 12% (72 P.S. 9 9116(a)(1.3)]. A sibling is defined, under Sec1ion 9102, as an individual who has at least one parent in common with the decedent, whether by blood or adoption. 3 W4646 1.000 REV-'S'O EX + (6-98) SCHEDULE G INTER-VIVOS TRANSFERS & MISC. NON-PROBATE PROPERTY COMMONWEALTH OF PENNSYLVANIA INHERITANCE TAX REl'URN RESIDENT DECEDENT ESTATE OF James E. Zimmerman FILE NUMBER 07 ITEM NUMBEF 1. This schedule must be completed and filed if the answer to any of questions 1 through 4 on the reverse side of the REV-1500 COVER SHEET is yes. DESCRIPTION OF PROPERTY N:l.I.llE TIE.-e OF TIE TllANSFEREE. THEIR REI.A TlONSItP TO DECEDENT AND TIE OAlE OF lRANSFER. ATTN:HACOPY OF TIE DEED FOR REAl. ESTAlE. DATE OF DEATH VALUE OF ASSET % OF DECO'S INTEREST EXCLUSION /IF APPUCABLE\ TAXABLE VALUE Real estate located in the Borough of Camp Hill, Cumberland County, Pennsylvania, Tax Parcel #01-20-1854-214 held in Zimmerman Family Trust d/t/d May 20, 2003 Beneficiary of the Trust is the Decedent's spouse Fay H. Zimmerman Valuation per attached Cumberland County Tax Assessment $113,980.00 100.0000 $0.00 $113,980.00 TOTAL (Also enter on line 7, Recapitulation) $ S113 980.00 3W46A'F ',000 (If more space Is needed, Insert addnional sheets of the same size) REV-1511 EX+(12-99) SCHEDULE H FUNERAL EXPENSES & ADMINISTRATIVE COSTS COMMONWEAL1'H OF PENNSYlVANIA INHERITANCE TAX RETURN RESIDENT DECEDENT ESTATE OF James E. Zimmerman ITEM NUMBER A. B. 3W46AG 1.000 FILE NUMBER 07 Debts of decedent must be reported on Schedule I. DESCRIPTION 1. FUNERAL EXPENSES: Brewer & Sons Funeral Homes - funeral expenses Total from continuation schedules 1. ADMINISTRATIVE COSTS: Personal Representative's Commissions Name of Personal Representative(s) Social Security Number(s) I EIN Number of Personal Representative(s) Street Address City State Zip 2. Year(s) Commission Paid: AttorneyFees Goldberg Katzman, P.C. 3. Family Exemption: (If decedent's address is not the same as daimanfs, attach explanation) Claimant Street Address City State Zip Relationship of Claimant to Decedent 4. Probate Fees 5. Accountant's Fees 6. Tax Return Preparer's Fees 7. TOTAL (Also enter on line 9, Recapitulation) $ (If more space is needed, insert additional sheets of the same size) AMOUNT $6,300.00 $4,300.00 $1,000.00 $11,600.00 Estate of: James E. Zimmerman Item No. 2 3 4 5 177-24-3233 Schedule H Part 1 (Page 2) Description Amount Travel expenses for memorial services in Camp Hill, Pennsylvania $2,000.00 Trinty Luthern Church - expense for flowers for funeral $100.00 Elks - funeral luncheon $2,000.00 Memorial luncheon in Brooksville $200.00 Total (Carry forward to main schedule) $4,300.00 REV.1S12 EX + (12-03) COMMONWEALTH OF PENNSYLVANIA INHERITANCE TAX RElURN RESIDENT DECEDENT ESTATE OF James E. Zimmerman SCHEDULE I DEBTS OF DECEDENT, MORTGAGE LIABILITIES, & LIENS FILE NUMBER 07 Report debts Incurred by the decedent prior to death which remained unpaid as of the date of death, including unreimbursed medical expenses. ITEM NUMBER 1. DESCRIPTION VALUE AT DATE OF DEATH Soverign Bank - Home equity loan $70,000.00 3W46AH 2.000 TOTAL (Also enter on line 10, Recapitulation) $ (If more space is needed, insert additional sheets of the same size) $70,000.00 REV-1513 EX+ (9-00) SCHEDULE J BENEFICIARIES COMMONWEALTH OF PENNSYlVANIA INHERITANCE TAX RETURN RESIDENT DECEDENT ESTATE OF James E Zimmerman NUMBER I 1 NAME AND ADDRESS OF PERSON(S) RECEMNG PROPERTY TAXABLE DISTRIBUTIONS [indude outright spousal distributions, and transfers under Sec. 9116 (a) (1.2)] The Zimmerman Family Trust d/t/d May 29, 2003 RELATIONSHIP TO DECEDENT Do Not List Trustee(s) FILE NUMBER 07 AMOUNT OR SHARE OF ESTATE $32,380.00 ENTER DOLLAR AMOUNTS FOR DISTRIBUTIONS SHOWN ABOVE ON LINES 15 THROUGH 18, AS APPROPRIATE, ON REV-1500 COVER SHEET II NON-TAXABLE DISTRIBUTIONS: A SPOUSAL DISTRIBUTIONS UNDER SECTION 9113 FOR WHICH AN ELECTION TO TAX IS NOT BEING MADE 3W46All.000 Beneficiary Fay H. Zimmerman, the Decedent's spouse 20046 Greenapple Drive Brooksville, FL 34601 100%1 of Residue: $32,380.00 Trust B. CHARITABLE AND GOVERNMENTAL DISTRIBUTIONS TOTAL OF PART 11- ENTER TOTAL NON-TAXABLE DISTRIBUTIONS ON LINE 13 OF REV.1500 COVER SHEET (If more space IS needed. Insert additional sheets of the same size) $ $0.00 ELISABETH HOOVER SSN: 210-44-5211 INDEX EXHIBIT SCHEDULE OF RETURN DESCRIPTION A Copy of Will of James E. Zimmerman B Copy of The Zimmerman Family Trust C G Copy of Cumberland County Tax Assessment 140936.1 EXHIBIT A -'-'~-'-"-"'- -.. ~--_",~"-;';".,'"'- _n__ __ __ __ ~ . . Pour Over Will of James E. Zimmerman I, James E. Zimmerman, a resident of the City of Brooksville, State of Florida, hereby declare this to be my Last Will and Testament, and I expressly revoke all Wills, including codicils, which I have previously made. ARTICLE 1 I give the entire residue of my estate 0 tru~ee then in office under that trust designated as The Zimmerman Family Trust, establish z: of which I am the settlor and trustee. I direct that the residue of my estate sHall be dded to, admInistered, and distributed as part of that trust, . according to the terms of the trust and any amendment made to it before my death. To the extent permitted by law, it is not my intent to create a separate trust by this will or to subject the trust or the property added to it by this will to the jurisdiction of the probate court. ARTICLE 2 If the disposition in Article 1, above, is inoperative or is invalid for any reason, or if the trust referred to in Article 1, above, fails or is revoked, I incorporate herein by reference the terms of that trust, as executed on this date, without giving effect to any amendments made subsequently, and I bequeath and devise the residue of my estate to the trustee named in the trust as trustee, to be held, administered, and distributed as provided in said trust instrument. ARTICLE 3 I hereby nominate Fay H. Zimmerman to be the Personal Representative of this Will. In the event Fay H. Zimmerman may be unable to serve or declines to serve as the Personal Representative of this Will, I here-by nominate Kathy L. Waters as First Alternative Personal Representative. The Personal Representative shall have full power and authority to carry out the provisions of this Will, including the power to manage and operate during the probate of my estate any property and any business belonging to my estate. c. ~ l" I , vVJ.-vnWI.A'UU,,"cj (/ James E. Zi Page 1 of3 t . . Declaration of Witnesses On the date written below, James E. Zimmerman declared to us, the undersigned, that this instrument, consisting of two pages, including the page signed by us as witnesses, was the Will of James E. Zimmerman (hereafter "Testator") who requested us to act as witnesses to it. Testator thereupon signed this Will in our presence, all of us being present at the same time. We now, at Testator's request, in Testator's presence and in the presence of each other, subscribe our names as witnesses. We declar~~f~at the foregoing .is true ,,?d correct and that this declaration was executed 0 at, Brooksvllle, Flonda. ft:.jb~ ~ 1~~ Witness Declaration and Acknowledgment of Notary Public State of Florida County of Hernando On, before me, the undersigned, a Notary Public for this State, personally appeared and personally known to me or proved to me on the basis of satisfactory evidence to be the person whose name is subscribed to this' nt and who acknowledged its signing. OF, I ave hereunto set my hand and affixed my official seal the day and year Seal: ~;;.~~ RICHARD B. SMITH !..: ~:\ MY COMMISSION t CC 872886 ?oW EXPIRES: September 21, 2003 "f,..'!$"- Bonded Thru Nolary Nllic UndoIwrOO Page 2 of3 ~ . . Self-Proved Affidavit Of James E. Zimmennan The State of Florida County OfHemand~ ~ iJA C'lr I. (Testator), and q(A/rl!_ ik-J. and . ~C(~()~ (Witnesses), respectively, whose names are signed to the attached or foregoing instrument, being first duly sworn, do hereby declare to the undersigned authority that the testator signed and executed the instrument as the testators last will, that the testator signed it willingly or directed another to sign it for the testator, that it was executed as a free and voluntary act for the purposes therein expressed, and that each of the witnesses, in the presence and hearing ofthe testator, signed the will as witnesses, and that to the best of their knowledge the testator was at the time 18 or more years of age, of sound mind and under no constraint or undue influence. 1- ~ ~_~ James . Zimme Testator t 1!Zi~& ~ i- iflxd~c<-->U~4~ W~~ W~~ Declaration and Acknowledgment of Notary Public State of Florida County of Hernando ~~~;ebSCribed Notary Seal: Page 3 of 3 EXHIBIT B ">...~:,,'~..,-o;;::"".-- __u_.. ..._....~~.._..,_.. .~..~'._... . Ol. "!.~~.. :!l!:2':'....~~~~;ji..:.,..:.....,;..~~~;......~_..;.......,.~;;w.,:;~~.-...,.~. p. 'ea..-&'_!':'~- ~~ ~ Memorandum of Trust The Zimmerman Family Trust State of Florida County of Hernando THE UNDERSIGNED, being duly sworn, depose and certify: I. That James E. Zimmerman, and Fay H. Zimmerman, 20046 Greenap~ Brooksville, Florida 34601, as Settlors and Trustees, executed a Declaration of Trust dated . Z~ Z {Jog, Said Declaration of Trust is entitled The Zimmerman Family Trust.. . First Successor Trustee: Kathy L. Waters Second Successor Trustee: Deborah A. Doyle ... 2. That the current beneficiaries under the terms of said Declaration of Trust are the Settlors. 3. . That the power and authority of the Trustees with respect to the Trust property include, by way of illustration, the following: A. To sell, exchange, convey, refinance, lease, repair, abandon, pledge for security, and exercise all the rights, powers and privileges, which an absolute owner of the same property would have regarding any property which the Trustees choose to receive. B. To open bank accounts, to borrow money with or without security, to receive all dividends, interest and other income, and to compromise and settle claims. Any banking institution that establishes accounts in the name of the Trust is advised that there is nothing in the Declaration of Trust that requires any banking institution to exerCise any discretion other than required in normal banking procedures. Any and all bank accounts, including checking and savings accounts, established in the name of the Trust by the Trustees, shall be'subject to withdrawal, and all checks, drafts and other obligations of the trust shall be honored by said depositories upon the signature of either Trustee. C. To invest and reinvest the trust estate in every kind of property, real, personal, or mixed, and every kind of investment, specifically including, but not by way of limitation, corporate obligations of every kind, stocks, preferred or common, bonds, shares in investment trust, investment companies, mutual funds and mortgage participation. D. To maintain and operate brokerage accounts with brokers. a. To carry insurance, including life insurance on any.person, at the expense of the trust of such kinds md in such amounts as the trustees deem advisable to protect the trust estate against any damage or oss aIld to protect the trustees against liability with respect to third parties. The insuring companies '8vetio responsibilities other than to pay the claims and proceeds of the policies and are not required to :xaritine the Declaration of Trust at any time. F . To designate successor trustees. 4. The enumeration of certain powers of the Trustees shall not be interpreted as a limitation of any right oft~~ Trustees not so enumerated, the Trustees being vested with and having all rights, duties, powers andp . . ges which an absolute owner of the same property would have. , ./ 1J,1#::~~ fay H. imm'" an, Settlor and Trustee Declaration and Acknowledgment of Notary Public St.aie of Florida ~~He~o o . f~ ~ , before me, the undersigned, a Notary Public for this State, personally appeared "ames E. Zinunerman and Fay H. Zimmerman personally known to me or proved to me on the basis' of satisfactory e . to be the persons whose nam'es are subscribed to this instrument and who ackn edged its si . ng. F, I h ve hereunto set my hand and affixed my official seal the day and year Seal: ",,".......ff;... RICHARD 86 SMITH ~I)~ MY COMMISSION I CC 872886 ~ : ~ EXPIRES: September 21, 2003 ~Jir::i:l' IlandecIlbv HoloIy NlIIc UndeIWrllers I Declaration of Intent The Zimri1erman Family Trust THE undersigned, James E. Zimmerman and Fay H. Zimmerman, as Settlors and Trustees of The Zimmerman Family Trust, declare that all property listed in the Schedule of Trust Property, hereby IOCOr.PQ.ra,ted by reference, as amended from time to time, and all other property transferred to The Zi~~rman Family Trust, shall belong to the Trust and not to James E. Zimmerman and Fay H. Zi~m~~ individually. .;r; , ' Ex~Pt to the extent of interest provided in the Trust document and this Declaration, they have no personaHilterest in any such properties. It is the intention of James E. Zimmerman and Fay H. Zimmetman that this Declaration shall constitute confirmation of trust ownership and shall be binding on the.~eirs, successors, executors, administrators, and assigns of James E. Zimmerman and Fay H. Zlnunerman. ~ IN WITNEss WHEREOF, the undersigned have execute<! this instrument dated f!l ~ :i) ~AI'~~ Fay. ',; Zi~rman, Settlor and Trustee Declaration and Acknowledgment of Notary Public State of Florida c~emando On. _n zq ~ ,before me, the undersigned, a Notary Public for this State, personally uppeared James E. Zimmerman and Fay H. Zimmerman personally known to me or proved to me on the basis of satisfactory evidence to be the persons whose names are subscribed to this instrument and who acknowledged its sig . OF, I h ve hereunto set my hand and affixed my official seal the day and year """~'U"'" RICHARD B. SMIlli {.~!l'ib.""t::. MY COMMISSION' CC 872886 ~:>&~i EXPIRES: September 21, 2003 ~P.r:;r...~'" BcndId lhru HoIary NIIIc UnlIetwrtIers Seal: ~': ,"i+ ; ;..... .; Table of Contents 4'".._ AkTICLE 1: ..J': . ~~" ~',.:!;.. ~jr~ . ....li:_ "., '~t. . - . Declaration of Trust Trust Establishment Trust Particulars Property Status Special "Children Definition" Allocation of Trust Estate si;; ARTICLE 2: Trust during Joint Lives of Settlors ,~ '_:~~;;!" )iy~.: Introduction Use of Community Income - Broad Standard Use of Community Principal - Broad Standard Use of Separate Income - Broad Standard . Separate Principal - Broad Standard Incapacity and Ascertainable Standard Martial Payments - Special Duty Guidelines - Other Sources Considered Payments to Others Revocation During Setdors' Lives Amendment During Settlors' Lives Powers of Revocation and Amendment Personal .J I,".: ','t'. : ,\.llTICLE 3: Trust Allocation after First Spouse's Death Action at First Spouse's Death Simultaneous Death - Presumption of Survival Deceased Spouse's Expenses and Taxes Allocation of Surviving Spouse's Property and Trust Distribution of Remainder to Family Bypass Trust Death Taxes, Statutory Provisions and Exemption Gift Special Deferral of Division - Until Disclaimer Revocation of Surviving Spouse's Trust ARTICLE 4: Surviving Spouse's Trust Introduction Income - Broad Standard Principal - Broad Standard Guidelines - Other Sources, One Beneficiary Surviving Spouse's Lifetime Income and Principal General Power of Appointment Disclaimer of Trust Interest - to Family Disclaimer Trust Surviving Spouse's Deathtime Income and Principal General Power of Appointment Distribution - Family Bypass Trust Spouse's Last Illness Expenses and Taxes Death Taxes - Surviving Spouse's Will Recovery of Additional Tax Under IRC Section 2207 A ^ RTICI..~ 5: Family Bypass Trust Introduction ... ~C()me - Ascertainable Standard Principal - Ascertainable Standard Guidelines - Other Sources and Sprinkling Discretion Disclaimer of Trust Interest Distribution Provisions Distribution Outright to Decendants, Surviving and Deceased Spouse's Collataral Heirs A.RnCLE 6: Family Disclaimer Trust II1troduction Income - Ascertainable Standard Principal - Ascertainable Standard Guidelines - Other Sources and Sprinkling Discretion Di~claimer of Trust Interest - Distribution Provisions Distribution - According to Family Bypass Trust .... ARTICLE 7: Office of Trustee Nomination of Trustee for All Trusts Trustee May Appoint Co-Trustee Co-trustee May Allocate Duties Court Appointed Trustee Resignation - Designated Successors Individual Trustee's Disability - Successor Trustee Acts Individual Trustee's Absence from State Trustee Difference - Individual Trustee Prevails Action by Majority of Trustees - General Action by One Trustee - Monetary Limitation Compensation for Individual Trustee - Reasonable Compensation for Corporate Trustee - Fee Schedule Investment Duties - Proposals by Corporate Trustee Employment of Consultants Exculpatory Clause - All Trustees Waiver of Liability for Predecessor Trustee Bond - Waiver Trustee Self-Dealing - Loan, Buy and Sell Trustee and Executor Transactions - Self-Dealing Permitted ARTICLES: Trustee Management Powers 'f>;;'~f~~PdUction :'<\,..I~ain or Abandon Property J;rfJ~=:~ez ""':iij{~stment - General Power .~};(';~#h::~t Funds . ,q.. eels Name ~-:'\:'.~:~ General , .~~/.'/; :) Us - Limitations '>)T;/~$ in Life Insurance . ".) .:~peral Partnership :Restriction ,'ft~ury Bonds - Special Tax Redemptions "":,<". . .;. .,~ r ARtiCLE 9: Trustee Accounting and Distribution Powers , futroduction ppvate Accounting ,,:pQncipal and Income - Act Governs 't>~preciation Reserve - Mandatory . Undistributed Income EXpense Allocation - Proration tax Consequences - Adjustment 'Multiple Trust - No Physical Division D~th Taxes of Beneficiary - Authority to Pay aeneficiary's Last TIlness and Funeral Expenses Distributions - Consideration of Basis of Assets Distributions and Power of Appointment Distributions - Broad Powers Deferral of Division and Distribution Small Trust Termination - Trustee Discretion Payment of Income and Principal - Trustee's Discretion to Select Payee Back-up Trust for Minor Beneficiary's Distribution ^ RTICLE 10: Trust Administration Provisions Introduction Spendthrift Provision Perpetuities Savings Clause Disclaimer of Administrative Powers Trustee Powers - Fiduciary Role Compromise Claims Litigation Conflicting Claims and Withholding Payment Trustee Powers Survive Notice of Events Additions to Trust by Third Party State Law Governs No Contract for Disposition of Trust A1tliCLE 11: Contest, Disinheritance, Definitions No Contest - Contestant Disinherited Trustee Powers Survive Survivorship Requirement Definitions ^RTlCLE 12: Execution and Acknowledgment 4 The Zimmennan Family Trust ARTICLE 1 Declaration of Trust 1.0t. Trust Establishment: James E. Zimmerman and Fay H. Zimmerman, as settlors, with this .n.'rument declares the establishment of a revocable livihg trust by delivering to trust without . c()n5jd~ration all property described in this instrument as the "Trust Estate". The term "settlor" refers to one orbQtb settlors. 1.02. Trust Particulars: For convenient reference, the following information applies: 1) Settlors: James E. Zimmerman and Fay H. Zimmerman. 2) Name of Trust: ~erman Family Trust. 3)t)ate Established: Z 9 ZoO:3. 4) Iriitial Trustees: James . Zimmerman and Fay l!. Zimmerman. 5) Lifetime Beneficiaries: James E. Zimmerman and Fay H. Zimmerman. 6) Successor Beneficiaries: Deborah A. Doyle Kathy L. Waters 7) SuCcessor Trustees: First Successor Trustee: Kathy L. Waters Second Successor Trustee: Deborah A. Doyle J .03. Property Status - Marital and Separate: Any marital property of James E. Zimmerman tOO Fay It Zimmerman transferred to the trust shall remain marital property after its transfer and shall t>e caned the "marital trust estate". Further, James E. Zimmerman and Fay H. Zimmerman shall have U",power to convey, encumber, or otherwise dispose ofthe marital property. Either James E. lJrnmerman's and Fay H. Zimmerman's separate property transferred to the trust shall be called the I!'~arate trust estate" with reference to the contributing settlor. 1,04. Special "Children" Definition: All references to the "settlors's children", "settlor's t1Clcendants", or "settlors's child" include all living children of James E. Zimmerman and Fay H. 7,immerman and all children subsequently born to James E. Zimmerman and Fay H. Zimmerman while lhey are married to each other. 1.05. Allocation of Trust Estate: The trustee shall initially allocate the trust estate as follows: Jkncficiaries: Trust During Joint Lives Of James E. Zimmerman and Fay H. Zimmerman. Page 1 ~ .~ '. ARTICLE 2 Trust During Joint Lives of James E. Zimmerman and Fay H.Zimmerman 1.0t. Introduction: James E. Zimmerman and Fay H. Zimmerman shall hold, administer, and distribute . -~~-. A1r.p~operty allocated to the "Trust During Joint Lives of James E. Zimmerman and Fay H. Zimmerman .~:t~lJgws: . o't;:'e~Ciaries - James E. Zimmerman and Fay H. Zimmerman 11ltbeneficiaries of this trust shall be as follows: ';,-.-'. "l'",. .'~~: Income Beneficiaries: James E. Zimmerman and Fay H. Zimmerman Principal Beneficiaries: James E. Ziminerman and Fay H. Zimmerman ~~~t{/l J_~ '. 2.01~' Use of Marital Income - Broad Standard: James E. Zimmerman and Fay H. Zimmerman may utfj~ as much of the net income of the marital trust estate' as ~ecessary for their health, education, ..Qpjort, comfort, welfare, or happiness to maintain at a minimum their accustomed manner of living. ''',.".'. shall add to principal any net income not so distributed. '.1,' 2.Q~. Use of Marital Principal - Broad Standard: If James E. Zimmerman and Fay H. Zimmerman c()ri~ider the marital income insufficient, they may pay to or for their benefit as much of the principal Wrti';'the marital trust estate as necessary for their health, education, support, comfort, welfare, or tJl~io;iness to maintain at minimum their accustomed manner ofliving. 2.04. Use of Separate Income - Broad Standard: James E. Zimmerman and Fay H. Zimmerman may ~I~o for the benefit of themselves as much of the net income from their separate trust estate as is t~$sary for their health, education, support, comfort, welfare, or happiness to maintain at minimum l~ accustomed manner of living. They shall add to principle any net income not so distributed. :~'. L0:5: Separate Principal- Broad Standard: If James E. Zimmerman and Fay H. Zimmerman cd~~der their separate income insufficient, they may pay to or for the benefit of themselves as much of lhC":principal of the separate trust estate as they consider reasonably necessary for their health, tducation, support, comfort, welfare, or happiness to maintain at a minimum their accustomed manner ofliving. 2.06. James E. Zimmerman's and Fay H. Zimmerman's Incapacity - Ascertainable Standard: If a court declares either incompetent, or if their successor trustee is given written opinions from two independent physicians who, after personally examining and, determine within the scope of their tt.spective professions that either spouse is unable to manage their own affairs by reason of physical or 1l1Cntal disability, then the trustees during the life of that spouse may pay to or for them as much of the Page 2 # mCO'Pe and principal from the trust estate as is necessary for the beneficiary's health, e~ucation, or ~.pportto maintain the beneficiary's accustomed manner ofliving. The trustees shall make payments t1r.tfTom the marital trust estate, and then equally from the separate trust estates of the contributing ~'pQU.e~- The trustees shall add to principal any income not distributed. . ( ~ ." - :. : !;':,.".'\"' 1,.01. MaritJ.il Payments - Special Duty: The beneficiary receiving payments from the marital trust ".l.teshall:~ave the same duty to use marital income and principal allocations for the income and Pr\~~~__~eneficiary's benefit as that beneficiary has with respect to any other marital property. 2,09. Paym~nts to Othen: James E. Zimmerman and Fay H. ~immerman acting jointly may at any , IUno act as the trustees to pay single sums or periodic payments out of the marital trust estate to any " ,*lon or organization. The settlor who has contributed separate property may act as trustee to apply ; \tfll\esuJ11$or, periodic payments out of that settlor's separate trust estate to any other person or ,utp,dZ4tion. Additionally, settlor's conservator upon appropriate court order may exercise this power " fl)t PJynlents qualifying for the federal gift tax annual donee exclusion. t",lO. ;R,vocation During Settlor's Lives: During the joint lives of James E. Zimmerman and Fay H. '.mmerman,either or both settlors may revoke from the trust the marital trust estate in whole or in part by . written dOqJment delivered to the trustee. On revocation, the trustee shall promptly deliver to tiJthor Jettlors or their designee the revoked portion of the marital trust estate, which shall continue as ",.rhal property of James E. Zimmerman and Fay H. Zimmerman. Lt I. Amendment During Settlor's Lives: James E. Zimmerman and Fay H. Zimmerman acting _OMOlhcr may at any time during their joint lives amend any of the terms of this trust by a Written , d4)(.Ument delivered to the trustee or including such amendment in the Minutes of Trust. No ~mcmdment shall substantially increase the trustee's duties and liabilities or change the trustee's wmpensation without the trustee's consent. The trustee need not abide by the terms of the amendment mltil It is accepted. 1.12. I)owen of Revocation and Amendment Personal: The powers of James E. Zimmerman and "AY Ii. Zimmerman to revoke or amend this trust are personal to them, and no guardian, conservator, or nther person shall exercise them. Page 3 ARTICLE 3 Trust Allocation After First Spouse's Death )f01. Action at First Spouse's Death: The first settlor to die shall be the "deceased spouse", and the livins settlor, the "surviving spouse". At the death of the deceased spouse but before the trust assets are .Ilocated as set forth below, the trustee shall make the following distributions: ~.01. Simultaneous Death - Presumption of Survival: If James E. Zimmerman and Fay H. 1.1mmerinaii die under circumstances where no sufficient evidence exists that they died otherwise than "imultane?usly, then the trustee shall conclusively presume the following sequence of deaths: FirSt; James E. Zimmennan Second: Fay H. Zimmerman )f03. Deceased Spouse's Expenses and Taxes: The trustee may, in the trustee's reasonable discretion, pI)' froin the trust estate the deceased spouse's debts, last tllness and funeral costs, and expenses of .amlnistration for this trust and the deceased spouse's probate estate. The trustee may allocate the , ~)'ment of the deceased spouse's debts to the' deceased spouse's interest in the marital trust estate and tt. deceased spouse's separate trust estate as the trustee determines in the trustee's reasonable (U~etion. However, the trustee shall further allocate marital debts between the deceased spouse's and ~"rvjving spouse's trust interests in the trust estate according to Florida law in effect at the deceased tl'ouae's date of death. .\,'(J.4, Allocation of Surviving Spouse's Property - Surviving Spouse's Trust: At the deceased ~f~')u$e's death, the trust shall allocate the surviving spouse's interest in the marital trust estate and the .~~r"Viving spouse's separate trust estate to the Surviving Spouse's Trust. ~,()!. Distribution of Remainder to Family Bypass Trust: The trustee shall allocate the remainder of lh. dccoa~ spouse's interest in the marital trust estate and the deceased spouse's separate tlUs.! lW~te ~ _ h,td~ Fanuly Bypass Trust. ( .. ."mi, neath Taxes - Statutory Provisions and Exemption Gift: The deceased spouse directs the tn.-lee to charge and collect all federal death taxes for assets passing under this trust, under the ~~ased spouse's will~ and outside the deceased spouse's trust or will from those persons sharing in the ,tf'~~tJ\~e spouse's taxable estate in accordance with Florida law for death tax apportionment and ~Jh~;ution. However, as three exceptions, the deceased spouse directs the trustee to pay from the m..enlPtion equivalent gift, without apportionment among the beneficiaries, (1) all federal death taxes d\lugcable to any assets passing under or outside this trust or the deceased spouse's will constituting t~~1tHll estate tax marital deduction gifts; (2) all federal death taxes chargeable to any family allowance; ~I\d (J) all federal death taxes chargeable to any gift under this trust or the deceased spouse's will ,t-t\ip.nIlted as "free of all death taxes". The decease spouse's recognizes and confirms that such statues Page 4 ~ ,".,...,. : ~ltOVide that if a beneficiary's gift contributes to the taxable estate, the beneficiary must pay a ~poffi6n.~te share of the tax calculated at the average tax rate. Further, the deceased spouse directs , ,ijt"lst~t~death taxes shall be charged and collected in the same manner as the federal death taxes Iftd"9f~,.probate administration expense. To the extent other assets are available, the trustee shall ntri.....,a,Jl:yqualified retirement plan distribution excluded from federal estate tax under the Internal fl6~~~'~Qde to pay taxes, debts, or other charges enforceable against the deceased spouse's estate. ~:~~::., :~. .': ';:~- :~',~~: :~~m~~.' ..:; .\,t1.,S.pe~}fi~Deferral of Division - Until Disclaimer: At the deceased' spouse's death, in order not to ' liQ,.rd~,itbe surviving spouse's opportunity to effect a disclaimer of the deceased spouse's property ,IW t~'@e Marital Trust, the trustee shall delay funding the Martial Trust until the earlier of (1) tbe .:;;~"~'cr.~i~fthe maximum period under the Internal Revenue Code permitted for disclaimer; (2) the , 'nihil byof't)n behalf of tbe surviving spouse with the trustee of a written waiver of the disclaimer right; , 'Of;,t3) iIl.~'P!lhg by or on behalf of the surviving spouse of a written disclaimer. Until the occurrence of t..~er.(Wtbese events, the trustee shall accumulate all income of the deceased spouse's property in a "~~',~:b:-account of the trust estate, and the trustee shall not distribute any principal to the " ,"Vlng'$ppuse. Upon the occurrence of the earlier of these three events, the trustee shall make tbe ,6f>>t>utfpp!,'ordivision as if it had taken place at the proscribed. time absent this paragraph, and all ,'I~~~p'ghts in these trust assets shall accrue and ves( as of the prescribed time. ','.;"V ,"..,,:;, .,0.. R~v9~ation - Surviving Spouse's Trust: After the allocation of the trust estate, the following prOyl.ioQS'regarding revocation and amendment shall apply: (l)S~rviving Spouse's Trust: The surviving spouse may revoke and amend the Surviving Spouse's Trust subject to the qualifications contained in Article 1. (2) Other Trusts: All other trusts shall become irrevocable and nonamendable. ARTICLE 4 Surviving Spouse's Trust .;0'. Introduction: The trustee shall hold, administer, and distribute all property allocated to tbe ~-uMving$pouse's Trust as follows: Beneficiary - Surviving Spouse: The beneficiary of this trust shall be as follows: Income beneficiary: Surviving Spouse Principal beneficiary: Surviving Spouse ttl2. Income - Broad Standard: The trustee shall pay to or for the income beneficiary as much ofthe ~ mcome as the trustee considers necessary for the income beneficiary's health, education, support, tamf(lrt, welfare, or happiness to maintain at a minimum the income beneficiary's accustomed manner of U\-'ifl.JJ, The trustee shall add to principal any net income not so distributed. Page 5 4.03. Principal- Broad Standard: If the trustee considers the income insufficient, the trustee shall ,..,y to or for the principal beneficiary as much of the principal as is reasonably necessary for the Ul'lncipal beneficiary's health, education, support, comfort, welfare, or happiness to maintain at a mitt. mum the principal beneficiary's accustomed manner of living. ...... Guidelines - Other Sources, One Beneficiary: In making distributions, the trustee, in its f@.~nable discretion, may consider any other income or resources of the beneficiary known to the tnuUee and reasonably available. "ft)~. Surviving Spouse's Lifetime Income and Principal General Power of Appointment _ Broad :NHtndard: At any time during the surviving spouse's life, the trustee shall distribute all or any part of the U\fIt. lncluding accrued income and undistributed income, to such one or more persons and entities, ulCluding the surviving spouse or the surviving spouse's estate, and on such terms and conditions, f~JU;sht, in trust, or by creating further powers of appointment, as the surviving spouse shall request by 1In Jlcknowledge document that specifically refer to this power of appointment. ..66. Oisclaimer of Trust Interest - To Family Disclaimer Trust: If the surviving spouse effectively d,ldllims.a11 of the surviving spouse's beneficial interest in au or any portion of this trust, the trustee -hAil distribute the trust, or that portion of the trust corresponding to the disclaimed interest, to the hJl~Uy Disclaimer Trust. .10'1. Surviving Spouse's Deathtime Income and Principal General Power of Appoint,nent: On dWideath of'the surviving spouse, the trustee shall distribute the remainder, if any, of the trust, including !M.\{.1.fUcd income and undistributed income to such one or more persons and entities, including the "uvlving spouse's estate, and on such terms and conditions, either outright, in trust, or by creating tlU1her powers of appointment as the surviving spouse shall appoint by a valid instrument or lifetime t}t?\:llment that was executed after the deceased spouse's death and specifically refers to this power of f1,I..)()intment. If the surviving spouse does not effectively appoint all the trust estate, the trustee shall .hlUibute such property according to the distribution provisions below. ri ,n.. Distribution - Family Bypass Trust: At the surviving spouse's death, the trustee shall distribute { . )tmy accrued and undistributed income to the surviving spouse's estate, and (2) any remaining IMfooiJ)al according to the Family Bypass Trust distribution provisions. '4 ,O~. Spouse's Last TIlness Expenses and Taxes: At the surviving spouse's death, the trustee, in the ltH'1ceS reasonable discretion, may pay the expenses of the surviving spouse's last illness and funeral, uHw.::t obligations incurred for the surviving spouse's support, and any estate or inheritance taxes arising ~.,~. h'~son of the surviving spouse's death from either income or principal of this trust to the extent they ~~\'~ not been specifically appointed, unless other adequate provisions exist. ., tu. I)t'nth Taxes - Surviving Spouse's Will: The surviving spouse directs the trustee and the \hil'l.wing spouse's executor to charge and collect all federal death taxes for assets passing under the Page 6 .~.rViving spouse's will and outside the surviving spouse's will from those persons sharing in the federal Hl~.bleestate in accordance with the Florida law for death tax apportionment and allocation. Further, the turviving spouse directs the trustee to charge and collect all state death taxes in the same manner as thC!rcderal death taxes and not as probate administration expense. These tax directions shall not apply 1.) MY gifts passing under the surviving spouse's will or under this trust designated as "free of all death 11:((1111. and the trustee shall pay all such death taxes from the remainder of the trust estate without *i1)()rtionment among the beneficiaries. ..11. Recovery of Additional Tax Under mc Section 2207 A - Discretionary With Trustee: If the ....rvtving spouse's taxable estate includes the value of property to which Section 2044 of the Internal MfVci:nue Code applies, the surviving spouse's executor and trustee shall have discretion to recover or ;~)l to recover from the person or persons receiving that property as much of the amount that the wtviving spouse's estate is entitled to recover under Section 2207 A of the Internal Revenue Code as d)f)' consider appropriate. ARTICLE 5 The Zimmerman Family Bypass Trust ~.(H. Introduction: The trustee shall hold, administer, and distribute all property allocated to the . .n.Uy aypass Trust as follows: Beneficiaries - Surviving Spouse, James E. Zimmerman's and Fay H. Zimmerman's Listed Descendants: rhe beneficiaries of this trust shall be as follows: Income Beneficiary: Surviving spouse. Principal Beneficiaries: Class composed of the surviving spouse as primary beneficiary and listed descendant of James E. Zimmerman and Fay H. Zimmerman. ".,02. Income - Ascertainable Standard: The trustee shall pay to or for the income beneficiary as ~lcb of the net income as is necessary for the income beneficiary's health, education, or support to .~illtain the income beneficiary's accustomed manner of living. The trustee shall add to principal any ~ income not so distributed. ~.tU. Principal- Ascertainable Standard: If the trustee considers the income insufficient, the trustee i.~lI pay to or for the principal beneficiary as much of the principal as is necessary for the principal beneficiary's health, education, or support to maintain the principal beneficiary's accustomed manner of 'h'mg. ~ 414. Guidelines - Other sources and Sprinkling Discretion: In making distributions, the trustee, in \'h ltasonable discretion, (1) may consider any other income or resources of the beneficiary, including Page 7 'ht beneficiary's ability to obtain gainful employment and the obligation of others to support the ,**,ciary~ known to the trustee and reasonably available for the purposes stated here~ (2) may pay tn6re t9 or apply more for some beneficiaries than others and may make payments to or applications of ~.for one or more beneficiaries to the exclusion of others; (3) may consider the value of the trust ~tbe relative needs, both present and future, of each member of the beneficiary class, and the tax ~~ences to the trust and to any beneficiary; and (4) shall charge distribution of income and p.rinC:IPil4gainst the entire trust estate and not against the share of the individual beneficiaries to whom Uf'fbr whom the distribution was made. ......PJatlaimer of Trost Interest - Distribution Provisions: If the surviving spouse effectively .dtIoW@.~J of the surviving spouse's beneficial interest in all or any portion of this trust, the trustee ;thi1t41.trib\Jte'the trust, or that portion of the trust corresponding to the disclaimed interest, according .' .,U)'lhOdiattibution provisions below. tt,.:S;~f,~i\;' .:~; ~M~ blatribution - Outright to James E. Zimmerman's .... ,'.y,tI., Zimmerman's Listed Descendants, Surviving and Deceased Spouse's Collateral .....,A~ the surviving spouse's death, the trustee shall distribute the remaining trust estate to the tonowing, share and share alike, by right of representatiori. Deborah A. Doyle - Daughter Kathy L. Waters - Daughter Unodeacendants of James~. Zimmerman and Fay H. Zimmerman exist, the trustee shall give half the ....Inder to the deceased spouse's heirs and half to the surviving spouse's heirs, their identities and .....to be determined under Florida law in effect on the date of execution of this instrument relating tn ~sion of separate property that was not acquired from a parent, grandparent, or previously ~spouse. ARTICLE 6 Family Disclaimer Trust '.JII.lntroduction: The trustee shall hold, administer, and distribute all property allocated to the t, a.filly Disclaimer Trust as follows: Beneficiaries -Surviving Spouse, James E. Zimmerman's and Fay H. Zimmerman's Listed Descendents: 'Jbtl beneficiaries of this trust shall be as follows: Income Beneficiary: Surviving Spouse Page 8 Principal beneficiaries: Class composed of the surviving spouse as primary beneficiary and the listed descendants of James E. Zimmerman and Fay H. Zimmerman. ...02. Income - Ascertainable Standard: The trustee shall pay to or for the income beneficiary as ;t\(fch ofthe net income as is necessary for the income beneficiary's health, education, or support to m.hnain the income beneficiary's accustomed manner ofliving. The trustee shall add to principal any .flI4'ncome not. so distributed. 1.03. Principal- Ascertainable Standard: If the trustee considers the income insufficient, the trustee ~I pay to..or for the principal beneficiary as much of the principal as is necessary for the principal '~eiarYshealth, education, or support to maintain the principal beneficiary's accustomed manner of .,ltta. . . I~". Guidelines - Other Sources and Sprinkling Discretion: In making distributions, the trustee. in ttlf.aonable discretion, (1) may consider any other income or resources of the beneficiary, including ltltbonoficiarys ability to obtain gainful employment and the obligation of others to support the 4~Ciary, known to the trustee and reasonably available for the purposes stated here; (2) may pay f~. ~oor apply more for some beneficiaries than others and may make payments to or applications of t~t. for one or more beneficiaries to the exclusion of others; (3) may consider the value of the trust . "'t the relative needs, both present and future, of each member of the beneficiary class, and the tax ~'t~ucnces to the trust and to any beneficiary; and (4) shall charge distributions of income and V'.paho the entire trust estate, and not against the share of the individual beneficiary to whom or for whom dil~ribution was made. ",... nbclaimer of Trust Interest - Distribution Provisions: If the surviving spouse effectively .~ms aJlofthe surviving spouse's beneficial interest in all or any portion of this trust, the trustee ..n diitribute the trust. or that portion of the trust corresponding to the disclaimed interest, according hf,"" distribution provision below. ft,tI. J)l.tribution - According to Family Bypass Trust: At the surviving spouse's death, the trustee ....1 d..tribute all assets in this trust according to the distribution provisions of the Family Bypass Trust. ARTICLE 7 .'. Office Of Trustee ,.... Numination of Trustees for All Trust: For all trust under this instrument, the trustee and ~Wit\l1411()r trustees shall be those persons named below. Each successor trustee shall serve in the order f~f~n"l~d if the prior trustee fails to qualify or ceases to act. Page 9 ~ ,lriitlal Trustees: James E. Zimmerman and Fay H. Zimmerman. (\,~~~-:~~;,,~L. Waters Second: Deborah A. Doyle "stee May Appoint Co-Trustee: Any trustee, sole, co-trustee, or special may appoint a co- dNidual or corporate. If the appointing trustee ceases to act, the appointed co-trustee may ;". this power. Such appointments shall supersede any successor trustee designated in this trustee May Allocate Duties: Any co-trustee may allocate duties between those serving by . greement and concurrence by a majority of the adult income and principal beneficiaries. .delegation, anyone trustee may unilaterally revoke such delegation at will and without cause :Ji(jtice to the other trustees and adult income and principal beneficiaries. The trustee may~ for ~ercise this power to delegate several actions for bank and securities brokerage transactions. Ii Appointed Trustee: If all designated trustees fail to qualify or cease to act, a court of ';.jurisdiction shall appoint a trustee or co-trustees, individual or corporate, after consideration rence of the current income beneficiaries of the trust. ~ :ignation - Designated Successor: Any trustee may resign at any time from any trust under :.ment. The resigning trustee shall give written notice of the resignation by personal delivery or ..... mail to all current income beneficiaries. The resignation shall be effective on the qualification gnated successor trustee. The designated successor trustee shall act as trustee on acceptance of miment. .. ividual Trustee's Disability - Successor Trustee Acts: If any individual trustee is unable to te in trust activities because of illness, disability, or any other reason, the designated successor i',ay act as co-trustee during any such incapacity. In determining the disability of the individual . the successor trustee may rely on written statements from two licensed physicians who have '~ the trustee. In the absence of such a statement, the successor trustee shall petition the court jurisdiction over this trust for authority to proceed as successor trustee. The successor trustee "~ cur no liability to any beneficiary of the trust or to the replaced trustee as a result of any action ,Under this provision. ,j1~Individual Trustee's Absence From State- Delegation of Pow en to Co-Trustee or Succes~or i\f.".stee: The individual trustee shall have the power to delegate temporally to the co-trustee or ~ssor trustee all or any of his or her powers during temporary vacation periods or other absences Jtom the State of Florida. The individual trustee shall exercise this power of delegation by written ~tice to the co-trustee specifying the powers delegated. This delegation shall terminate on delivery of '~ritten notice by the individual trustee to the co-trustee of termination of delegation. The individual 'fnlstee shall incur no liability to any beneficiary of the trust estate as a result to any actions taken or not ',ken within the scope Page 10 (~ dd~ation during the period of delegation. ',0'.. Trultee Differences - Individual Trustee Prevails: If, after consultation with each other, the .......are unable to agree regarding any matter affecting the administration or distribution of the trust M1."~ t~ decision of the individual trustee shall govern. The individual trustee shall advise the t.-(tf~tate trustee in writing of its decision. The corporate trustee shall comply with any decision of the mdMdual trustee and shall not be liable to any person for the actions to the trustees under their ~,:.' <:,\ ,.,~::;:,;:-, ";-". ;;,~~<<", '!"~A~do.. by Majority of Trustees - General: Any action taken by a majority of the trustees in . _'_"",,-,"';~'~'i~~':"',:. ,~.blii be binding on this trust, and their parties may rely on such action. The nonconsenting .ml$.I'iha1l hot be liable for action of the majority. ~ht'. At~.on by One Trustee - Monetary Limitation: Anyone of the trustees shall have the power hr:~J~e trust in any transaction obligation the trust to expend five hundred dollar ($500) or less. . . ,'.\w.:~. ;;" ." '.12, Compensation for Corporate Trustee - Trustee: . The corporate trustee shall pay itself on an ~." basis according to the corporate trustee's published fee schedule in effect from time to time. ,. , I. ~'; . _, ' . ' '~J,:- !.> .~. 1.'J.:;j~~~tment Duties - Proposals by Corporate Trustee: The corporate trustee shall make flft\oaic reviews of the investments held by the trust estate and, based on these reviews, make written "'0r9~ls to the individual trustee regarding purchases and sales of trust assets. If the individual trustee -~ to"riotify the corporate trustee in writing of the disapproval of any proposed sale or investment ~"WM~n (l0) days after mailed notice, the corporate trustee may consider such inaction as approval. 11tlwrporate trustee shall not be liable for any loss resulting from retention or investment of any "'rty when the individual trustee disapproved of the action. ., I'.' Employment of Consultants - General: The trustee may employ custodians, attorneys, ..'<<Wntants, investment advisers, corporate fiduciaries, or any other agents or advisers to assist the ml14tle in the administration of this trust and may rely on the advise given by these agents. The trustee ..~Ipay reasonable compensation for all services performed by these agents from the trust estate out of ~beJ income or principal as the trustee in the trustee's reasonable discretion determines. These ,..,.ments shall not decrease the compensation to which the trustee is entitled. '~J&. .:xculpatory Clause - All Trustees: No trustee shall be liable to any person interested in this h\l" for any act or default unless it results from the trustee's bad faith, willful misconduct, or gross .;..Ilgence. Page 11 ,'. ,..:. '" ---.' 4.. . .. . J -', ..... '.,: .."" (. ...:,=,:~.. .,.,..;,;:.,:,"".;..::.,:,,::::::.;~, 't-tl. W.lver of Liability for Predecessor Trustee: Any successor trustee may accept as correct any ~tlna ofUUst assets made by any predecessor trustee. However, a successor trustee may institute ., tOtkmor,proceedillg for the settlement of the accounts, act, or omissions of any predecessor .,... 'rUt ....d.. Waiver: No trustee, including nonresidents, shall be required t.o post bond or security. . . '.11& Tnt,'ee Self-Dealing- Loan, Buy, and Sell: The trustee shall have the power to loan or ..... tbotmstee's own funds to the trust for any trust purpose, with interest at current rates. to '.~,....ritYfor such loans in the form ofa mortgage. pledge, deed of trust. or other encumbrance of ....... of the trust, to purchaSe or exchange assets of the trust at their fair market value as ' ~ by an independent appraiser. to sell property to the trust at a price not in excess of its fair '.- v.Jue .s determined by an independent appraiser, and to lease assets to or from the trust for fair . ,_.~. II determined by an independent appraiser. "'ft', tn..," and Executor Transactions - Self-Dealing PeDDitted: The trustee and the executor of .....tor. eJtate may freely contract financial transactions between themselves. such as the purchase ... ..of .asets and the making of loans, secured and unsecured. notwithstanding each office being ..., tw tbt ..me person and apparent conflicts of interest. ARTICLE 8 Trustee Management Powen . Ut.ll1roduction: For all trusts under this instrument. the trustee shall have the management powers ... t.M.1h below in addition to those powers now or hereafter conferred by law. . U~ ".In or Abandon Property: The trustee shall have the power to continue to hold any .......YJ1ncllJding shares of the trustee's own stock, or to abandon any property that the trustee _... or acquires. "1. thaproductive Property: Except when specifically restricted. the trustee shall have the power to ,.-. ,)lJI'Chase, or otherwise acquire unproductive property. ,.... Mil, Elrhange Repair: The trustee shall have the power to manage. control, grant options on, -, flllf (lafih or on deferred payments with or without security), convey. exchange. partition, divide, ~,,~vt. Illld repair trust property. .~.. lA\lur: The trustee shall have the power to lease trust property for terms within or beyond the ~~ {Jf 1 he lrust and for any purpose, including exploration for and removal of gas, oil, and other ,_...'~ I,nd 10 enter into community oil leases, pooling, and unitization agreements. .J.t4. h"'t'''lments - General Power: The trustee shall have the power to invest and reinvest the trust ~Ut"ii1 ("\'tl)' kind of property, real, personal, or mixed, and every kind of investment, specifically Page 12 t . '. including, but not by way oflimitation, corporate obligation of every kind, stock, preferred or common, shares in investment trust, investment companies, mutual funds, mortgage participation, life insurance policies on the life of any beneficiary that men of prudence, discretion, and intelligence acquire for their own accOunt, and any common trust fund administered by the trustee. 8.07. Securities: The trustee shall have all the rights, powers, and privileges of an owner of the securities held in trust, including, but not by way of limitation, the power to vote, give proxies, and pay assessments; to participate in voting trusts and pooling agreements (whether or not extending beyond the term of the trust); to enter into shareholder's agreements; to consent to foreclosure, reorganizations, consolidations, merger liquidations, sales, and leases, and, incident to any such action, to deposit securities with and transfer title to any protective or other committee on such terms as the trustee may deem advisable; and to exercise or sell stock subscription or conversion rights. 8.08. Investment Funds: The trustee shall have the power to invest in mortgage participation, in shares of investment trust and regulated investment companies, including any under the control of any investment counsel employed by the trustee, in mutual funds, money market funds, and index funds that investors of prudence, discretion, and intelligence acquire for their own account. 8.09. Nominee's Name: The trustee shall have the power to hold securities or other property in the trustee's name as trustee under this trust, or in the trustee's own name, or in the name of a nominee, or the trustee may hold securities unregistered in such condition that ownership will pass by delivery. 8.10. Insurance: The trustee shall have the power to carry, at the expense of the trust, insurance of such kinds and in such amounts as the trustee deems advisable to protect the trust estate against any damage or loss and to protect the trustee against liability with respect to third parties. 8.11. Borrow - General: The trustee shall have the power to borrow money and to encumber or hypothecate trust property by mortgage, deed of trust, pledge, or by otherwise securing the indebtedness of the trust or the joint indebtedness of the trust and a co-owner of trust property. 8.12 Loan: The trustee shall have the power to loan money to any person, including a trust beneficiary or the estate of a trust beneficiary, at prevailing interest rates and with or without security as the trustee deems advisable. 8.13. Bonds - Limitations: The trustee shall have the power to purchase bonds either at a premium or at a discount. For bonds purchased at a premium, the trustee shall, in a reasonable manner, periodically repay to principal each premium from interest on the bond or sale or redemption proceeds. For bonds purchased at discounts, the trustee shall periodically accumulate each discount as interest and, to the extent necessary, pay such discount out of principal or from the sale or redemption proceeds. 8.14. Invest in Life Insurance: The trustee shall have the power to acquire and maintain life insurance policies on the life of any person, including a trust beneficiary, and to exercise all rights of ownership granted to such policies. Page 13 t . . 8.15. General Partnership Restriction: The trustee, in the trustee's absolute discretion, shall have the election to act only as a limited partner of any general partnership in the trust and shall take any action necessary to effect this election. 8.16. Treasury Bonds - Special Tax Redemptions: The trustee shall have the power to purchase at less than par obligations of the United States of America that are redeemable at par in payment of any federal estate tax liability of a settlor in such amounts as the trustee deems advisable. The trustee shall exercise this discretion if the trustee believes that a settlor is in substantial danger of death, and the trustee may borrow funds and give security for such purchase. The trustee shall resolve any doubt concerning the desirability of making the purchase and its amount in favor of making the purchase and in purchasing a larger, even though somewhat excessive amount. The trustee shall not be liable to a settlor, any heir, or any beneficiary of this trust for losses resulting from purchases made in good faith. The trustee shall redeem such obligations to the fullest extent possible in payment of a settlor's federal estate tax liability. ARTICLE 9 Trustee Accounting and Distribution Powers 9.01. Introduction: For all trust under this instrument, the trustee shall have the following powers and duties for accounting and tax matters. 9.02. Private Accounting: The trustee shall periodically, but not less than once each year, render an account of its administration of the trust to all of the current income and current principal beneficiaries who are then adults. The beneficiary's written approval of the accounting shall be a complete protection of the trustee as to all matters and transactions stated or shown by the accounting. Failure to transmit to the trustee either (a) the written approval of such accounting, or (b) a written objection to the accounting, with reasons specified, within a period of ninety (90) days after a written request by the trustee for such approval shall constitute a written approval of the guardian, conservator, or representative of such person entitled to the accounting. To the extent permitted by law, the written approval of the adult beneficiaries shall bind minor and contingent remainder interest. Except as provided in this paragraph, any reports or accounts otherwise required by Florida law are hereby waived to the fullest extent of the law. 9.03. Principal and Income - Act Governs: The trustee shall determine all matters with respect to what is principal and income of the trust estate and the apportionment and allocation of receipts and expense between these accounts by the provision of the Florida law from time to time existing. When this instrument or such Act does not provide, the trustee, in the trustee's reasonable discretion, shall determine the characterization. 9.04. Depreciation Reserve - Mandatory: The trustee shall establish reasonable reserves for depreciation, notwithstanding any other provision of this instrument or the Florida law governing income and principal allocation. Page 14 .il - 9.05. Undistributed Income: Income accrued or unpaid on trust property when received into the trust shall be treated as any other income. Income accrued or held undistributed by the trustee at the termination of any trust or any interest in a trust created under this instrument, other than arty trust that may be a qualified terminable interest property trust, shall go to the next beneficiaries of that interest or trust in proportion to their interest in it. Income accrued or held in trust on the termination of a qualified terminable interest property trust shall to the beneficiary of that trust immediately before the termination or to his or her estate. 9.06. Expense Allocation - Proration: The trustee shall prorate all taxes and current expenses among successive beneficiaries over the period to which they relate on a daily basis. 9.07. Tax Consequences - Adjustment: The trustee shall have the power in the trustee's reasonable discretion to take any action and to make any election to minimize the tax liabilities of any trust and its beneficiaries, to allocate the benefits amount the various beneficiaries, and to m~e adjustments in the rights of any beneficiaries, or between the income and principal accounts, to compensate for the consequences of any tax election or any investment or administrative decision that the trustee believes has had the effect of directly or indirectly preferring one beneficiary or group of beneficiaries over others. A successor beneficiary shall not be permitted to exercise the right unless the successor obtains written approval to do so from all affected beneficiaries. . 9.08. Multiple Trusts - No Physical Division: If this instrument creates more than one trust, the trustee shall not be required to physically segregate or divide assets among the various trusts, except on the termination of any of the trust. However, the trustee shall keep separate accounts for the separate undivided interest, and the trust may hold undivided interest in the same assets. 9.09. Death Taxes of Beneficiary - Authority to Pay: The trustee, in the trustee's reasonable discretion, shall have the power to pay from the trust estate, and to allocate between income and principal, any death taxes to the extent that such taxes are attributable to the trust estate or any part of it (calculated at the average rates applicable to such tax). However, any trust property otherwise exempt from federal estate tax shall not be subject to the payment of any such death taxes. 9.10. Beneficiary's Last Dlness and Funeral Expenses: The trustee shall have the power, in the trustee's reasonable discretion, to pay the last illness expenses, funeral expenses, and other obligations incurred for the beneficiary's support from the income or principal of the beneficiary's trust. 9.11. Distributions - Consideration of Basis of Assets: In making nonprorata distributions to the beneficiaries, the trustee shall consider and attempt to equalize, insofar as practicable, the aggregate income tax basis of assets distributed to the various beneficiaries. Any such determination by the trustee shall bind all parties in interest. 9.12. Distributions and Powers of Appoinfment: If, on expiration of the later of either six (6) months after the death of any person holding a power of appointment created by this instrument or the expiration . Page 15 ~ of the statutory period within which a will contest must be filed, the trustee may distribute any property according to the terms of this instrument as if the power had not been exercised. If a document purporting to exercise the power is subsequently located, the trustee shall not be liable to the appointee under that exercise, and the rights of the appointees and the persons receiving property from the trustee shall follow applicable law. 9.13. Distribution - Broad Powers: When the trustee must divide any trust property into parts or shares for the purpose of distribution or otherwise, the trustee may, in the trustee's reasonable discretion, make the division and distribution in identical interests, in kind, or partly in kind and partly in money, prorata or nonprorata. Also, the trustee may make such sales of the trust property as the trustee deems necessary to accommodate such distributions. 9.14. Deferral of Division and Distributions: . If the trust directs distribution of the trust estate or division into separate trust, then the trustee may, in the trustee's reasonable discretion, defer that distribution or division for a period reasonably necessary to wind up properly the affairs of the trust. When the trustee so defers, the trustee shall make the distribution or division as if it had taken place at the time prescribed in the absence of this paragraph, and all beneficiary rights in those trust assets shall accrue and vest as of the prescribed time. . 9.15. Small Trust Termination - Trustee Discretion: The trustee may determine, in its reasonabl~ discretion, if the principal of the trust is uneconomical to administer. The trustee may then, in its reasonable discretion, (1) distribute the trust assets to the beneficiaries in proportion to their interest in income; (2) purchase and deliver to the income beneficiaries a restrictive savings account, certificate of deposit, annuity, or endowment; (3) distribute the trust assets to a custodian for the beneficiaries under Florida law governing transfers of property to minors, or (4) distribute the trust assets as provided by law. On such distribution and delivery, the trust shall terminate. The trustee shall not be liable or responsible to any person for its action or for its failure or refusal at any time to terminate the trust as authorized in this paragraph. 9.16. Payment of Income or Principal- Trustee's Discretion To Select Payee: Ifincome or principal is payable to a minor, to a person under legal disability, or to a person not adjudicated incompetent but who, by reason of illness or mental or physical disability, is in the opinion of the trustee unable to manage the distribution properly, then the trustee may, in its reasonable discretion, pay such income or principal in any of the following ways: (1) to the beneficiary directly, (2) to the legally appointed guardian or conservator of the beneficiary, (3) to a custodian for the beneficiary under Florida law governing transfer of property to minors, (4) for the benefit of the beneficiary, or (5) to an adult relative or friend in reimbursement for amounts property advanced for the benefit of the beneficiary. 9.17. Back-up Trust for Minor Beneficiary's Distribution: Except when this instrument provides otherwise, the trustee shall delay outright distribution of any minor beneficiary's interest in a trust by continuing in a separate trust such minoris share, subject to any trustee discretion to terminate a small trust or court-ordered termination. The trustee shall add all income to principal and pay to or for the benefit of . Page 16 t . . the minor beneficiary as much of the trust estate as is necessary for the minor beneficiary's health, education, support, or maintenance in the minor beneficiary's accustomed manner ofliving after taking into account the minor beneficiary's other income and resources known to the trustee and reasonably available for that purpose. When the minor beneficiary attains majority, the trustee shall distribute the trust estate to the beneficiary outright. If the minor beneficiary dies before distribution, the trustee shall distribute the trust estate to the beneficiary's estate. ARTICLE 10 Trust Administration Provisions 10.01. Introduction: The following additional trust provisions shall apply under this instrument. 10.02. Spendthrift Provision: No beneficiary shall anticipate, assign, encumber, or subject to any creditor's claim or to legal process any interest in principal or income before its actual receipt by any beneficiary. The beneficial and legal interest in this trust, its principal, and its income shall be free from interference or control of any beneficiary's creditor and shall not be subject to claims of any such creditor or liable to attachment, execution, bankruptcy, or other process oflaw. 10.03. Perpetuities Savings Clause - Surviving Spouse and Descendants: All trust created by this instrument or by the exercise of any power of appointment shall terminate twenty-one (21) years after the death of the surviving spouse and of the descendants of James E. Zimmerman and Fay H. Zimmerman living at the surviving spouse's death. The trustee shall distribute the principal and undistributed income of a terminated trust to the then living income beneficiaries of that trust in the same proportion that the beneficiaries are entitled to receive income when the trust terminates. At the time of such termination, if the trust does not fix the rights to income, the trustee shall distribute the trust by right of representation to the persons who, in the trustee's reasonable discretion, are entitled to receive trust payments. 10.04. Disclaimer of Administrative Powers: The trustee may disclaim, release, or restrict the scope of any power held in connection with any trust, including any administrative power, whether such power is expressly granted or implied by law, by a written instrument specifying the power to be disclaimed, released, or restricted and the nature of any such restriction. The special trustee shall exercise all powers disclaimed or released. 10.05. Trustee Powers - Fiduciary Role: The trustee shall exercise all of the powers in the trustee's fiduciary capacity and only in such capacity. Further, the trustee shall have no power to enlarge or shift any of the beneficial interest under any trust except as an incidental consequence of the discharge of the. trustee's fiduciary duties and shall not make any distribution that discharges any beneficiary's legal obligations of support. 10.06. Compromise Claims: The trustee shall have the power to compromise, submit to arbitration, abandon, or otherwise adjust any claims or litigation against or in favor of the truSt. Page 17 t . . 10.07. Litigation: The trustee shall have the power to commence or defend litigation with respect to the trust estate, as the trustee may deem advisable, at the expense of the trust. 10.08. Conflicting Claims and Withholding Payment: On the occurrence of any event requiring the trustee to divide, segregate, or distribute the trust property, the trustee may delay, witbout the payment of interest, the division, segregation, or distribution of all or any part of such property for such period of time as may be necessary to ascertain and provide for any such contingent liability. However, this delay shall not affect the vesting of any interest or the accrual and payment of trust income to any beneficiary. 10.09. Trustee Powen Survive: All powers, duties, and immunities of the trustee shall continue after termination of any trust and until the trustee has made actual distribution of the property of such trust. 10.10. Notice of Events: Unless the trustee receives written notice of the occurrence of an event affection the beneficial interests of the trust, the trustee shall not be liable to any beneficiary for any distributions made or other actions taken by the trustee"in good faith. " 10.11. AdditiQDs to Trust by Third Party: With the consent of the trustee, any third party may add additional property at any time to any trust. 10.12. Florida Law Governs: Florida law shall govern the validity, construction, interpretation, and administration of all trust under this instrument. 10.13. No Contract for Disposition of Trust: No settlor has made any agreement (other than this instrument) controlling the disposition of the trust estate, and the provisions of this trust shall not be read as evidence of any such agreement. ARTICLE 11 Contest, Disinheritance, Definitions 11.01. No Contest - Contestant Disinherited: If any beneficiary in any manner, directly or indirectly, contests or attacks this instrument or any of its provision, any share or interest in the trust given to that contesting beneficiary under this instrument is revoked and shall be disposed of in the same manner provided herein as if that contesting beneficiary had predeceased the settlor. 11.02. Trustee Pow en Survive: All of the trustee's powers, duties, and immunities shall continue after termination of any trust until the trustee has made actual distribution of the trust estate. 11.03. Survivorship Requirement - Spouse beneficiaries: The surviving spouse must survive the deceased spouse for six (6) months before entitlement to all gifts from the deceased spouse. For all gifts to other beneficiaries, the beneficiary must survive the donor-settlor for sixty (60) days before entitlement to such gifts. Page 18 ~ 11.04. Definitions - Trust: As used in this instrument, the terms are defined as follows: "Descendants" shall mean lineal descendants in any degree of the ancestor designated and shall include persons adopted during minority. "Brothers and sisters" shall include half-brothers and half-sisters if those persons are lineal descendants of the settlor. "Trust", "trusts", and "trust estate" shall be interpreted in the singular or plural as the context indicates. "Corporate trustee" shall mean a trust company or a bank with trust powers authorized to act within the United States. "Education expenses" shall include the cost of elementary, secondary, college, university, . postgraduate study, seminars, individual or independent research or study, and travel or foreign study. The trustee may also consider the beneficiary's related living expenses to the extent they are reasonable. "Death taxes" shall include federal, foreign, state, and local estate and inheritance taxes, . including penalties and interest, but not generation-skipping or special use valuation recapture taxes or marital deduction qualified terminable interest attribution. "Disclaimer" or "qualified disclaimer" has the same meaning that "qualified disclaimer" has under the Internal Revenue Code and supporting regulations. The masculine, feminine, or neuter gender and the singular or plural number shall each include the others whenever the context indicates. "Beneficiary's other resources" shall include the beneficiary's employable skills and a third party's support obligations. "Primary beneficiary" is a beneficiary whose interest and needs the trustee shall consider to be paramount over the other designated beneficiaries in the class. Clause headings are for reading convenience and shall be disregarded when construing this instrument. . ARTICLE 12 Execution and Acknowledgment Signature Clause - Settlors: James E. Zimmerman and Fay H. Zimmerman certify that they have read the foregoing Declaration of Trust and that it correctly states the terms and conditions under which the trustee is to hold, manage, and distribute the trust estate. James E. Zimmerman and Fay H. Zimmerman appro e t e Declaration of Trust in all particulars and request that the trustee sign it. e9. Dat -,,~ . Page 19 t Witness Signature t;Z $vt/W'~ ~ / 71~1-O.J ;)4;;/;" -/IJ-/;;es ~ '72 ~~ a/a?d~d . r:::;;J . 2l5Aookstlf II~ W 3 ~ CJ I , Witnesses Name (printed) Witness Address Witness Signature Witnesses Name (Printed) Witness Address . Declaration and Acknowledgment of Notary Public . State of Florida County of Hernando ~tf? ~ -<;. before me, the undersigned. a Notary Public for this State, personally appeared nd personally known to me or proved to me on the basis of satisfactory evidence to be the persons whose names are subscribed to this instrument and who acknowledged its signing. Seal: I! ,,'-;;'1I'~,. RICHARD B. SMI1li ~ f?'-J.i..<>i!... MY COMMISSION' CC 572886 "\ ~~i EXPIRES: September 21,2003 <;r"*.'.P.r::~"'" Bonded Thru NllWy Ptt1Iic Undenn'Aers 0',.., Page 20 EXHIBIT C Page 1 of 1 Detailed Results for Parcel 01-20-1854-214. in the 2004 Tax Assessment Database DistrictNo 01 Parcel_ill 01-20-1854-214. MapSuffix HouseNo 1923 Direction Street RUTLAND STREET Owner! 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