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HomeMy WebLinkAbout09-07-07 -.J 15056041125 REV-1500 EX (06-05) PA Department of Revenue*, ~~~~:~~g~~~uaITaxes INHERITANCE TAX RETURN Harrisburg, PA 17128-0601 RESIDENT DECEDENT ENTER DECEDENT INFORMATION BELOW Social Security Number Date of Death OFFICIAL USE ONLY County Code Year 2 1 0 6 File Number 1 115 Date of Birth 165382425 1209200 6 o 4 0 3 1 9 2 1 BENNER ANN MI M Decedent's Last Name Suffix Decedent's First Name (If Applicable) Enter Surviving Spouse's Information Below Spouse's Last Name Suffix Spouse's First Name MI Spouse's Social Security Number THIS RETURN MUST BE FILED IN DUPLICATE WITH THE REGISTER OF WILLS FILL IN APPROPRIATE OVALS BELOW [ZI 1. Original Return o 4. Limited Estate [ZI o 2. Supplemental Return o o 3. Remainder Return (date of death prior to 12-13-82) 5. Federal Estate Tax Return Required 4a. Future Interest Compromise (date of death after 12-12-82) 7. Decedent Maintained a Living Trust (Attach Copy of Trust) 10. Spousal Poverty Credit (date of death 0 11. Election to tax under Sec. 9113{A) between 12-31-91 and 1-1-95) (Attach Sch. 0) CORRESPONDENT. THIS SECTION MUST BE COMPLETED. ALL CORRESPONDENCE AND CONFIDENTIAL TAX INFORMATION SHOULD BE DIRECTED TO: Name Daytime Telephone Number 6. Decedent Died Testate (Attach Copy of Will) 9. Litigation Proceeds Received o o [ZI o 8. Total Number of Safe Deposit Boxes J A C QUE L I N E Firm Name (If Applicable) A KELLY, E S Q 7 1 7 5 4 1 ~~5 5 0 o c:;:: REGIST~ILLS US~Ni.Y -, , 'J rrJ ,,-,,'0 -0 ',;;f;; I ..... =::: -.l \j.J ",/_". J A N L B ROW N & ASS 0 C I ATE S First line of address 8 4 5 SIR THOMAS C 0 U R T C) -n -Ti Second line of address N SUI T E 1 2 _D t-- .-- .... DATE FILEDU1 City or Post Office State ZIP Code H A R R I S BUR G P A 17109 Correspondent's e-mail address:JACKIEJLB~VERIZON.NET Under penalties of pe~ury, I declare that I have examined this retum, including accompanying schedules and statements, and to the best of my knowledge and belief, it is true, correct and complete. Declaration of preparer other than the personal representative is based on all information of which preparer has any knowledge. SIGNAT E OF PERSON ONSIBLE F FILING RETURN TE -E~c . q ADDRESS 14812 SPRING HILL FL 34609 <- ADDRESS 845 S R TOMAS COURT, SUITE 12 HARRISBURG PLEASE USE ORIGINAL FORM ONLY PA 17109 Side 1 L 15056041125 15056041125 .-J ~ ~~.~ ~ S ~J,51 \&, a . \ ~r ---I 15056041125 REV-1500 EX (06-05) PA Department of Revenue '* ~~~~~~~~~uaITaxes INHERITANCE TAX RETURN Harrisburg, PA 17128.{)601 RESIDENT DECEDENT ENTER DECEDENT INFORMATION BELOW Social Security Number Date of Death OFFICIAL USE ONLY County Code Year 2 1 0 6 File Number 111 5 Date of Birth 16538 242 5 1209200 6 o 4 0 3 1 9 2 1 BENNER ANN MI M Decedent's Last Name Suffix Decedent's First Name (If Applicable) Enter Surviving Spouse's Information Below Spouse's Last Name Suffix Spouse's First Name MI Spouse's Social Security Number THIS RETURN MUST BE FILED IN DUPLICATE WITH THE REGISTER OF WILLS FILL IN APPROPRIATE OVALS BELOW 00 1. Original Retum o 4. Limited Estate 00 o o 2. Supplemental Retum o 4a. Future Interest Compromise (date of death after 12-12-82) 00 7. Decedent Maintained a Living Trust (Attach Copy of Trust) o 10. Spousal Poverty Credit (date of death 0 11. Election to tax under Sec. 9113(A) between 12-31-91 and 1-1-95) (Attach Sch. 0) CORRESPONDENT. THIS SECTION MUST BE COMPLETED. ALL CORRESPONDENCE AND CONFIDENTIAL TAX INFORMATION SHOULD BE DIRECTED TO: Name Daytime Telephone Number o o 3. Remainder Return (date of death prior to 12-13-82) 5. Federal Estate Tax Return Required 6. Decedent Died Testate (Attach Copy of Will) 9. Litigation Proceeds Received 8. Total Number of Safe Deposit Boxes J A C Q U E L I N E A K ELL Y , E S Q 7 1 7 5 4 1 5 5 5 0 Firm Name (If Applicable) REGISTER OF WILLS USE ONLY J A N L B ROW N & A S S 0 C I ATE S First line of address 8 4 5 S I R T HOMAS C 0 U R T Second line of address S U I T E 1 2 City or Post Office State ZIP Code DATE FILED H A R R I S B U R G P A 1 7 1 0 9 Correspondent's e-mail address:JACKIEJLB@VERIZON.NET Under penalties of pe~ury, I declare that I have examined this return, including accompanying schedules and statements. and to the best of my knowledge and belief, it is true, correct and complete. Declaration of preparer other than the personal representative is based on all information of which preparer has any knowledge. 51 N RE OF P ON PO SIBLE FOR FILING RETURN -i/. SPRING HILL FL 34609 ADORE 845 OMAS COURT, SU TE 12 HARRISBURG PLEASE USE ORIGINAL FORM ONLY PA 17109 Side 1 L 15056041125 15056041125 .-J .-J 15056042126 REV-1500 EX Decedent's Social Security Number Decedent's Name: ANN M. BENNER RECAPllULA liON 165382425 2. Stocks and Bonds (Schedule B) .................................. 2. O. 0 0 771084.65 1 . Real estate (Schedule A) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. 1. 3. Closely Held Corporation, Partnership or Sole-Proprietorship (Schedule C) ..... 3. 4. Mortgages & Notes Receivable (Schedule D) ........................ 4. 5. Cash, Bank Deposits & Miscellaneous Personal Property (Schedule E) ....... 5. 6. Jointly Owned Property (Schedule F) D Separate Billing Requested . . . . . .. 6. 7. Inter-Vivos Transfers & Miscellaneous Non-Probate Property (Schedule G) D Separate Billing Requested. . . . . .. 7. 92800.71 11. Total Deductions (total Lines 9 & 10) . . . . . . . . . . . . . . . . . . . . . . . . . . . 11. 4 2 3 7 1 8. 3 1 1 2 8 7 6 0 3. 6 7 1 0 0 5 3 4. 6 7 7 8 2 5. 2 2 1 0 8 3 5 9. 8 9 1 1 7 9 2 4 3 . 7 8 8. Total Gross Assets (total Lines 1-7) ........................... 8. 9. Funeral Expenses & Administrative Costs (Schedule H) . . . . . . . . . . . . . . ., 9. 10. Debts of Decedent, Mortgage Liabilities, & Liens (Schedule I) . . . . . . . . . . . . 10. 12. Net Value of Estate (Line 8 minus Line 11) . . . . . . . . . . . . . . . . . . . . . . . . . 12. 13. Charitable and Governmental Bequests/See 9113 Trusts for which an election to tax has not been made (Schedule J) . . . . . . . . . . . . . . . . . . 13. 14. Net Value Subject to Tax (Line 12 minus Line 13) . . . . . . . . . . . . . . . . . . 14. 1179243.78 lAX COMPUTATION - SEE INSTRUCTIONS FOR APPLICABLE RATES 15. Amount of Line 14 taxable at the spousal tax rate, or transfers under Sec. 9116 (a)(1.2) X.O _ 16. Amount of Line 14 taxable at lineal rate X .042- 17. Amount of Line 14 taxable at sibling rate X .12 18. Amount of Line 14 taxable at collateral rate X .15 o . 0 0 18. O. 0 0 5 3 o 6 5. 9 7 O. 0 0 o . 0 0 5 3 o 6 5. 9 7 0 o . 0 0 15. 1179243.78 16. o . 0 0 17. 19. Tax Due . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19. 20. FILL IN THE OVAL IF YOU ARE REQUESTING A REFUND OF AN OVERPAYMENT Side 2 L 15056042126 15056042126 .-J REV-1500 EX Page ~ Decedent's Complete Address: DECEDENT'S NAME File Number 21 06 1115 ANN M. BENNER ----.. ._---~------- STREET ADDRESS 47 LeAnn Court \ STATE PA -1--_.._--- ; ZIP 117025 CITY Enola Tax Payments and Credits: 1. Tax Due (Page 2 Line 19) 2. Credits/Payments A. Spousal Poverty Credit B. Prior Payments C. Discount (1) 53,065.97 48,000.00 2.526.24 Total Credits (A + B + C ) (2) 50,526.24 3. Interest/Penalty if applicable D. Interest E. Penalty T otallnterest/Penalty ( D + E ) (3) 4. If Line 2 is greater than Line 1 + Line 3, enter the difference. This is the OVERPAYMENT. Fill in oval on Page 2, Line 20 to request a refund. (4) 0.00 0.00 2,539.73 5. If Line 1 + Line 3 is greater than Line 2, enter the difference. This is the TAX DUE. (5) B. Enter the total of Line 5 + 5A. This is the BALANCE DUE. (5A) (5B) 2,539.73 A. Enter the interest on the tax due. Make Check Payable to: REGISTER OF WILLS, AGENT PLEASE ANSWER THE FOLLOWING QUESTIONS BY PLACING AN "X" IN THE APPROPRIATE BLOCKS 1. Did decedent make a transfer and: Yes No a. retain the use or income of the property transferred; ...................................................................... 0 00 b. retain the right to designate who shall use the property transferred or its income; ............................... 0 00 c. retain a reversionary interest; or ................................................................................................ 0 00 d. receive the promise for life of either payments, benefits or care? ....................................................... 0 00 2. If death occurred after December 12,1982, did decedent transfer property within one year of death without receiving adequate consideration? ....................................................................................... 0 00 3. Did decedent own an 'in trust for' or payable upon death bank account or security at his or her death? ......... 0 00 4. Did decedent own an Individual Retirement Account, annuity, or other non-probate property which contains a beneficiary designation? .................................................................................................. 00 0 IF THE ANSWER TO ANY OF THE ABOVE QUESTIONS IS YES, YOU MUST COMPLETE SCHEDULE G AND FILE IT AS PART OF THE RETURN. 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 three (3) percent [72 P.S. ~9116 (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 zero (0) percent [72 P .S. ~9116 (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 return are still applicable even if 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 a stepparent of the child is zero (0) percent [72 P.S. ~9116(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 four and one-half (4.5) percent, except as noted in 72 P.S. ~9116(1.2) [72 P.S. ~9116(a)(1)]. The tax rate imposed on the net value of transfers to or for the use of the decedent's siblings is twelve (12) percent [72 P,S, ~9116(a)(1 ,3)], A sibling is defined, under Section 9102, as an individual who has at least one parent in common with the decedent, whether by blood or adoption. REV-"03 EX . (6. SCHEDULE B STOCKS & BONDS COMMONWEALTH OF PENNSYLVANIA INHERITANCE TAX RETURN RESIDENT DECEDENT FILE NUMBER 21 06 1115 ESTATE OF ANN M. BENNER All property jointly-owned with right of survivorship must be disclosed on Schedule F. ITEM NUMBER 1. 2. 3. 4. 5. 6. 7. 8. 9. 10. 11 . 12. 13. 14. 15. 16. DESCRIPTION VALUE AT DATE OF DEATH 9,482.22 Abbott Laboratories 198 shares of common stock @ $47.89 Aflac Inc. 102.324 shares of common stock @ $44.32 4,535.00 AIM Equity FDS; Large Cap Growth Fund 420.488 shares @ $11.545 4,854.53 AIM Sector FDS Inc.; AIM Technology Fund 141.781 shares @ $28.69 4,067.70 AIM International FDS Inc.; European Growth Fund 142.295 shares @ $42.565 6,056.79 Allied Irish Bank Pic 778 shares @ $57.895 45,042.31 Allstate Corp 153 shares @ $64.01 9,793.53 Altria Group Inc. 71 shares @ $84.925 6,029.68 American High lilc Tr 2,976.54 class A shares @ $12.64 37,623.47 AT&T Inc. 432.114 shares @ $35.075 15,156.40 Bond Fund of America 10,770.773 class A shares @ $13.410 144,436.07 Capital Income Builder Fund 2,323.748 class A shares @ $61.665 143,293.92 Chevron Corp 76 shares @ $73.265 5,568.14 Cisco Systems Inc. 100 shares @ $27.045 2,704.50 Citigroup Inc. 81 shares @ $52.365 4,241.57 Conocophillips 209.178 shares @ $70.895 14,829.68 TOTAL (Also enter on line 2, Recapitulation) $ (If more space is needed. insert additional sheets of the same size) 771 084.65 Continuation of REV-1500 Inheritance Tax Return Resident Decedent ANN M. BENNER Decedent's Name Page 1 21 06 111 5 File Number Schedule B - Stocks & Bonds ITEM VALUE AT DATE NUMBER DESCRIPTION OF DEATH 17. Dupont EI Denemour 9,950.76 211 shares @ $47.160 18. Exxon Mobil Corp 9,277 .89 123 shares @ $75.43 19. Fedex Corporation 18,018.50 156.431 shares @ $115.185 20. General Electric Company 6,994.97 198.467 shares @ $35.245 21. Hewlett-Packard Company 15,452.10 388 shares @ $39.825 22. Idearc Inc. 354.77 13 shares @ $27.29 23. Income Fund of America 141,246.01 6805.397 class A shares @ $20.755 24. International Business Machine Corp 7,781.25 83 shares @ $93.75 25. Johnson & Johnson 2,567.18 39 shares @ $65.825 26. Kimberly-Clark Corp 8,154.90 123 shares @ $66.30 27. Kraft Foods 2,580.18 73.772 class A shares @ $34.975 28. Lilly Eli & Company 5,399.00 100 shares @ $53.99 29. McDonalds Corp 4,367.00 100 shares @ $43.67 30. MDU Resources Group Inc. 5,114.71 195.554 shares @ $26.155 31. Microsoft Corp. 3,064.88 104 shares @ $29.47 SUBTOTAL SCHEDULE B 240,324.10 Continuation of REV-1500 Inheritance Tax Return Resident Decedent ANN M. BENNER Decedent's Name Page 2 21 06 1115 File Number Schedule B . Stocks & Bonds ITEM VALUE AT DATE NUMBER DESCRIPTION OF DEATH 32. Pepsico Inc. 6,301.50 100 shares @ $63.015 33. Pfizer Incorporated 12,785.56 508.170 shares @ $25.16 34. Procter & Gamble Company 6,388.00 100 shares @ $63.88 35. Progress Energy Inc. 9,204.29 191 shares @ $48.19 36. Safeway Inc. 6,402.00 200 shares @ $32.01 37. Scana Corp New 4,106.50 100 shares @ $41.065 38. Spectrasite Inc. 436.00 2 shares @ $218.00 39. Touchstone Invt Tr 45.74 4.858 shares @ $9.415 40. Vectren Corp. 5,664.56 197.509 shares @ $28.68 41. Verizon Communications 9,230.00 260 shares @ $35.50 42. Wachovia Corp 8,465.82 151 shares @ $56.065 43. Walgreen Company 1,798.67 41 shares @ $43.87 44. Wal-Mart Stores Inc. 2,216.40 48 shares @ $46.175 SUBTOTAL SCHEDULE B 73,045.04 GRAND TOTAL SCHEDULE B $ 771,084.65 REV-' 508 EX' (6. SCHEDULE E CASH, BANK DEPOSITS, & MISC. PERSONAL PROPERTY COMMONWEALTH OF PENNSYLVANIA INHERITANCE TAX RETURN RESIDENT DECEDENT ESTATE OF ANN M. BENNER FILE NUMBER 21 06 1115 Include the proceeds of litigation and the date the proceeds were received by the estate. All property jointly-owned with right of survivorship must be disclosed on Schedule F. VALUE AT DATE OF DEATH 19,758.11 ITEM NUMBER 1. 2. 3. 4. 5. 6. 7. 8. 9. 10. 11 . 12. 13. 14. 15. 16. DESCRIPTION M& T Bank Checking Account No. 9837295634 Sovereign Bank Savings Account No. 924300668 2,446.97 M&T Bank Checking Account; miscellaneous credit 20.80 M&T Bank Checking Account; miscellaneous credit 50.59 Cumberland County Veteran's death benefit 100.00 Household goods and furnishings 4,196.50 2004 Mercury Sable Sedan see attached kelley blue book value 9,515.00 Sears Gold MasterCard; refund 139.95 Comcast Cable; refund 86.33 Sun Life Financial Annuity Contract No. KA12833710-01 estate is beneficiary USAA auto insurance refund 18,272.12 1,454.57 reimbursement for county taxes; real property located at 47 LeAnn Court, Enola, PA 228.88 reimbursement for school taxes; real property located at 47 LeAnn Court; Enola, PA 1,794.04 reimbursement for sewer/trash; real property located at 47 LeAnn Court, Enola, PA 78.13 reimbursement for association dues; real property located at 47 LeAnn Court, Enola, PA 1.31 A.G. Edwards Account #1639-3561; cash balance 34,397.41 TOTAL (Also enter on line 5, Recapitulation) $ (If more space is needed. insert additional sheets of the same size) 92800.71 Continuation of REV-1500 Inheritance Tax Return Resident Decedent ANN M. BENNER Decedent's Name Page 3 21061115 File Number Schedule E - Cash, Bank Deposits, & Misc. Personal Property ITEM VALUE AT DATE NUMBER DESCRIPTION OF DEATH 17. rent check for real property located at 47 LeAnn Court, Enola, PA 260.00 SUBTOTALSCHEDULEE 260.00 GRAND TOTAL SCHEDULE E $ 92,800.71 REV-1510 EX + (6-9~) *' COMMONWEALTH OF PENNSYLVANIA INHERITANCE TAX RETURN RESIDENT DECEDENT ESTATE OF ANN M. BENNER SCHEDULE G INTER-VIVOS TRANSFERS & MISC. NON-PROBATE PROPERTY FILE NUMBER 21 06 1115 DESCRIPTION OF PROPERTY ITEM INClUDE THE NAME OF THE TRANSFEREE, THEIR RElATIONSHIP TO DECEDENT AND DATE OF DEATH % OF DECO'S EXCLUSION TAXABLE NUMBER THE DATE OF TRANSFER ATTACH A COPY OF THE DEED FOR REAL ESTATE VALUE OF ASSET INTEREST VALUE (IF APPLICABLE) 1. A.G. Edwards 53,874.71 100. 53,874.71 IRA Account No. 1639-3572 four sons are beneficiaries 2. Nationwide Financial 101,276.09 100. 101,276.09 Annuity Contract No. 013352151; beneficiaries are: 50% to Ann Benner's children, 50% to James Benner's children 3. James R. Benner and Ann M Benner Revocable Liv Trust 231,317.85 100. 231,317.85 comprised of the following: Real property located at 47 LeAnn Court, Enola, P A 17025 T Rowe Price International FDS(PRIDX);195.264 sh@ $51.72 0.00 T Rowe Price Sci & Tech (PRSCX); 359.618 shs @ $21.28 USGloballnv All American Eq(GBTFX);107.639 sh @ $29.64 USGlobal Acc Holmes Growth(ACBGX);660.19 sh @ $19.02 0.00 USGlobal Acc Holmes Growth ACBGX);311.567 sh @ $19.02 Rydex Investments (RYOCX OTC-lnv);747.931 shs @ $11.89 4. Transamerica Life Insurance Company 37,249.66 100. 37,249.66 Annuity Number 020N00281 0 four sons are beneficiaries TOTAL (Also enter on line 7 Recapitulation) $ 423718.31 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, (If more space is needed, insert additional sheets of the same size) REV-1511 EX + (12-,99) . SCHEDULE H FUNERAL EXPENSES & ADMINISTRATIVE COSTS COMMONWEALTH OF PENNSYLVANIA INHERITANCE TAX RETURN RESIDENT DECEDENT ESTATE OF ANN M. BENNER FILE NUMBER 21 06 1115 ITEM NUMBER A. 1. 2. B. 1. 2. 3. 4. 5. 6. 7. 8. 9. 10. 11. 12. 13. 14. 15. 16. 17. 18. Debts of decedent must be reported on Schedule I. DESCRIPTION AMOUNT FUNERAL EXPENSES: Michael J. Shalonis Funeral Home funeral luncheon 2,021.60 338.55 ADMINISTRATIVE COSTS: Personal Representative's Commissions Name of Personal Representative (5) Allen P. Sutton and Nancy N. McCrea Social Security Number(s)/EIN Number of Personal Representative(s) 167-38-6806; 175-38-3339 Street Address 14812 Copeland Way (Allen); 165 Bayberry Drive (Nancy) City SprinQ Hill, FL 34069(A1len); Limerick, PA State Zip Year(s) Commission Paid: 2007 Attomey Fees Jan L. Brown & Associates Family Exemption: (If decedents address is not the same as claimants, attach explanation) Claimant Street Address 38,644.00 40,000.00 City Relationship of Claimant to Decedent State Zip Probate Fees Cumberland County Register of Wills 510.00 Accountants Fees Parks & Company 250.00 Tax Retum Prepare(s Fees Arlene Franks Justice, preparation of 2006 income tax returns 499.00 Cumberland Law Journal; legal advertising The Sentinel; legal advertising AT&T; services for real property at 47 LeAnn Court, Enola, PA East Pennsboro Township; sewer/sanitation for 47 LeAnn Court, Enola, PA Pennsylvania American Water; real property at 47 LeAnn Court, Enola, PA UGI Utilities; real property at 47 LeAnn Court, Enola, PA PPL Electric Utilities; real property at 47 LeAnn Court, Enola, PA Debbie Lupoid, Treasurer, real estate taxes for 47 LeAnn Court, Enola, PA Patriot News; advertising of real property at 47 LeAnn Court, Enola, PA B&T Inspections Inc.; inspection of 47 LeAnn Court, Enola, PA Register of Wills; additional short certificates Register of Wills; filing fee for Inheritance Tax Return and Inventory 75.00 144.29 64.38 230.00 101.22 486.74 196.46 542.48 200.96 765.00 32.00 30.00 TOTAL (Also enter on line 9, Recapitulation) $ (If more space is needed. insert additional sheets of the same size) 100534.67 Continuation of REV-1500 Inheritance Tax Return Resident Decedent ANN M. BENNER Decedent's Name Page 4 21 06 1115 File Number Schedule H . Funeral Expenses & Administrative Costs. B7. ITEM NUMBER DESCRIPTION AMOUNT 19. 20. 21. 22. 23. 24. 25. Register of Wills; filing fee for family settlement agreement Recorder of Deeds; recording of Deed M& T Bank; insufficient funds fee Sherwood Court Homeowners Association; certificate for sale of house Roger L. Sutton; repairs to 47 LeAnn Court, Enola, PA settlement costs; real property at 47 LeAnn Court, Enola, PA A.G. Edwards; estate valuation fee 20.00 39.50 114.00 320.00 110.04 14,699.45 100.00 SUBTOTAL SCHEDULE H.B7 15,402.99 REV-1512 EX + (12-03) *' SCHEDULE. DEBTS OF DECEDENT, MORTGAGE LIABILITIES, & LIENS COMMONWEALTH OF PENNSYLVANIA INHERITANCE TAX RETURN RESIDENT DECEDENT ESTATE OF ANN M. BENNER FILE NUMBER 21 06 1115 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 Macy's credit card #41-474-304-491-0; outstanding debt VALUE AT DATE OF DEATH 440.00 2. Blair County Anesthesia PC; outstanding medical bill 22.46 3. FIA Card Services. Account #4264298926169684; outstanding debt 890.94 4. U.S. Treasury; 2006 income taxes 4,372.00 5. Pennsylvania Department of Revenue; 2006 income taxes 1,733.00 6. Sears; outstanding debt 269.02 7. M& T Checking account; check cleared after death 82.77 8. M& T Checking account; check cleared after death 15.03 TOTAL (Also enter on line 10, Recapitulation) $ (If more space is needed, insert additional sheets of the same size) 7,825.22 "'.""".'- COMMONWEALTH OF PENNSYLVANIA INHERITANCE TAX RETURN RESIDENT DECEDENT ESTATE OF ANN M. BENNER SCHEDULE J BENEFICIARIES RELATIONSHIP TO DECEDENT AMOUNT OR SHARE NUMBER NAME AND ADDRESS OF PERSON(S) RECEIVING PROPERTY Do Not List Trustee(s) OFESTATE I. TAXABLE DISTRIBUTIONS pnclude outright spousal distributions, and transfers under Sec. 9116 (a) (1.2)] 1. Allen P. Sutton Lineal 147,405.48 14812 Copeland Way Spring Hill, FL 34608 2. Nancy N. McCrea Lineal 141,509.25 165 Bayberry Drive Limerick, PA 19468 3. Jeffrey T. Sutton Lineal 147,405.48 35 Moyer Lane Shermans Dale, PA 17090 4. Roger L. Sutton Lineal 147,405.47 712 Wertzville Road Enola, PA 17025 5. Warren L. Sutton Lineal 147,405.47 3246 Highway 348 Loris, SC 29569 6. Page F. Knox Lineal 141,509.25 412 Whitpain Hills Blue Bell, SC 29588 7. Thomas A. Benner Lineal 141,509.25 345 Oakland Avenue Lansdale, PA 19446 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 1. B. CHARITABLE AND GOVERNMENTAL DISTRIBUTIONS 1. TOTAL OF PART II - ENTER TOTAL NON-TAXABLE DISTRIBUTIONS ON LINE 13 OF REV-1500 COVER SHEET $ FILE NUMBER 21 06 1115 (If more space is needed, insert additional sheets of the same size) Continuation of REV-1500 Inheritance Tax Return Resident Decedent ANN M. BENNER Decedent's Name Page 5 21 06 1115 File Number Schedule J - Beneficiaries - 1 RELATIONSHIP TO DECEDENT AMOUNT OR SHARE NUMBER NAME AND ADDRESS OF PERSON(S) RECEIVING PROPERTY Do Not List Trustee(s) OF ESTATE I TAXABLE DISTRIBUTIONS (include outright spousal distributions) 8. Suzanne C. Grashof Lineal 141,509.25 313 Creek Crossing Lane Chester Springs, PA 19425 9. James R. Benner, Jr. Lineal 23,584.88 312 Weatherbee Road Towson, MD 21286 ,. " e:7 FI LE LAST WILL AND TEST AMENT OF ANN M. BENNER I, ANN M. BENNER, now domiciled in Cumberland County, Pennsylvania, declare this to be my Last Will and Testament. I revoke all other wills and codicils that I may have previously made. Article I My just debts and expenses of my last illness, funeral, and administration of my estate shall be paid by my Executor from the principal of my residuary estate as soon as practicable after my death. Article II All inheritance, estate, and succession taxes (including interest and penalties thereon, but not including any generation skipping tax) payable by reason of my death shall be paid out of and be charged generally against the principal of my residuary estate without reimbursement from any person. This provision is not a waiver of any right which my Executor has to claim reimbursement for any such taxes which become payable as the result of any property over which I have the power of appointment. Article ill I give, devise and bequeath in accordance with any memorandum which I have either handwritten or signed, located with my will or with my valuable papers and found within 30 days of the probate of my will. Gifts may only be to persons who survive me or to organizations which exist at my death, and if there is a conflict, the memorandum having the latest date shall govern. Article IV All the rest, residue and remainder of my estate, of whatsoever nature and wheresoever situate, I give, devise and bequeath according to the following schedule: A. FIFTY PERCENT (50%) of my estate IN EQUAL SHARES to my children, ALLEN P. SUTTON, WARREN L. SUTTON, ROGER L. SUTTON, and JEFFREY T. SUTTON. Ifany of my beneficiaries listed in this paragraph predecease me or fail to survive me by thirty (30) days, I give, devise and bequeath his or her share to his or her issue who survive me, per stirpes, or ifhe or she has no issue, the share(s) are to be added equally to the other shares of those beneficiaries listed in this paragraph (Article IV, paragraph A). B. FIFTY PERCENT (50%) of my estate shall be distributed according to the following schedule: 1. TWENTY-FOUR PERCENT (24%) of the FIFTY PERCENT (50%) to my stepdaughter, PAGE KNOX, of Blue Bell, Pennsylvania. In the event PAGE KNOX predeceases me or fails to survive me by thirty (30) days, I give, devise and bequeath her share to JAMES R. BENNER, JR. - 2 - , 2. TWENTY-FOUR PERCENT (24%) of the FIFTY PERCENT (50%) to my stepdaughter, SUZANNE C. GRASHOF, of Chester Springs, Pennsylvania, per stirpes. 3. TWENTY-FOUR PERCENT (24%) of the FIFTY PERCENT (50%) to my stepdaughter, NANCY N. McCREA, of Limerick, Pennsylvania, per stirpes. 4. TWENTY-FOUR PERCENT (24%) of the FIFTY PERCENT (50%) to my stepson, THOMAS A. BENNER, of Lansdale, Pennsylvania. In the event THOMAS A. BENNER predeceases me or fails to survive me by thirty (30) days, I give, devise and bequeath his share to his issue, per stirpes, or in the event he dies without leaving any issue, then to his wife, RACHEL S. BENNER 5. FOUR PERCENT (4%) of the FIFTY PERCENT (50%) to my stepson, JAMES R BENNER, JR., of Baltimore, Maryland, per stirpes. If any of my beneficiaries listed in paragraph B ofthis Article, with the exception of PAGE KNOX and THOMAS A. BENNER, predecease me or fail to survive me by thirty (30) days, I give, devise and bequeath his or her share to his or her issue who survive me, per stirpes, or if he or she has no issue, the share(s) are to be added equally to the other shares ofthose beneficiaries listed in paragraph B of this Article. In the event that PAGE KNOX predeceases me or fails to survive me by thirty (30) days, I give, devise and bequeath her share to JAMES R BENNER, JR., per stirpes. In the event that THOMAS A. BENNER predecease me or fails to survive me by thirty (30) days, I give, devise and bequeath his share to his issue, per stirpes, or in the event he dies without leaving any issue, then to his wife, RACHEL S. BENNER - 3 - \ Article V Except as otherwise provided in this Will, I have intentionally failed to provide for any other persons or relatives, whether claiming to be an heir and/or relative of mine or not. Insofar as I have failed to provide in this Will for any of my relatives, and/or issue now living or later born or adopted, such failure is intentional and not occasioned by accident or mistake. Specifically, WILLIAM R. BENNER and JOHN W. BENNER are not to inherit any monies or property, personal or real, under the terms ofthis Will. Article VI If any person or entity other than me singularly or in conjunction with any other person or entity directly or indirectly contests in any court the validity of this Will, including any amendments or codicils thereto, then the right ofthat person or entity to take any interest in my estate shall cease, and that person or entity shall be deemed to have predeceased me. Article VII I nominate, constitute, and appoint my son, ALLEN P. SUTTON, and my stepdaughter, NANCY N. McCREA as Co-Executors of my Last Will and Testament. In the event of the renunciation, death, or inability to act, for any reason whatsoever of ALLEN P. SUTTON, then I nominate, constitute and appoint JEFFREY T. SUTTON as a replacement Successor Co-Executor. In the event ofthe renunciation, death, or inability to act, for any reason whatsoever of NANCY N. McCREA, then I nominate, constitute and appoint SUZANNE C. GRASHOF as a replacement Successor Co-Executor. I direct that my Co-Executors or successor Co-Executors be permitted to serve without bond and in addition to those powers granted by law, I grant them power to distribute - 4- , in cash or in kind in like or in unlike shares and to file any qualified disclaimer I could have filed if living. My Co-Executors or successor Co-Executors shall receive reasonable compensation for services rendered to my estate. Article vrn In addition to the powers conferred by law, I authorize my Co-Executors and successor Co- Executors, in his/her absolute discretion: (a) to retain in the form received and to sell either at public or private sale, any real estate or personal property except that which I specifically bequeath herein, (b) to manage real estate, (c) to invest and reinvest in all forms of property without being confined to legal investments, and without regard to the principal of diversification, (d) to exercise any option or right arising from the ownership of investments, (e) to compromise claims without court approval and without consent of any beneficiary, (f) to file any federal income tax return for any year for which I have not filed such return prior to my death, (g) to make distributions in cash or in kind, or in both, and to determine the value of any such property, (h) to employ any attorney, investment advisor, or other agent deemed necessary by my Executor; and to pay from my estate reasonable compensation for all their services, (i) to conduct alone or with others, any business in which I am engaged in, or have an interest in at time of my death, and - 5 - (j) to receive reasonable compensation in accordance with their standard schedule of fees in effect while their services are performed. IN WITNESS WHEREOF, I, ANN M. BENNER, hereby set my hand to this my Last Will and Testament, on '1'Yl11 "I 2005. Cc~. 1Yl. '1~~~ ANN M. BENNER In our presence, the above-named ANN M. BENNER signed this and declared this to be her Last Will and Testament and now at her request, in her presence, and in the presence of each other, we sign as witnesses. Name /l (J/ /7 c;' / /J In C/ C-U ({"-. u.' {. m A SJJ-~ f ~u.uJaJ( ~. Address 845 Sir Thomas Court, Suite 12, Harrisburg, PAl 7109 845 Sir Thomas Court, Suite 12, Harrisburg, PAl 71 09 - 6 - . I, ANN M. BENNER, Testatrix, who signed the foregoing instrument, having been duly qualified according to law, acknowledge that I signed and executed this instrument as my Will, and that I signed it willingly as my free and voluntary act for the purposes therein expressed. Sworn to or affirmed and acknowledged before me by ANN M. BENNER, the Testatrix on , 1).- { 9 2005. / B~ J/!!JwJ~~ & YJk- \ otary blic 0 '- (AA1/V\ i rn ANN M. BENNER COMM~TH OF Pat MCoUEUN NOTARIAL NSYl.VAffIA lOWER pAXf~' IlEU.t NOTARY PUBlIC MY COMMISSION :;~~rb~ ~ We, the undersigned witnesses who signed the foregoing instrument, being duly qualified according to law, depose and say that we were present and saw the Testatrix sign and execute this instrument as her Will; that she signed and executed it willingly as her free and voluntary act for the purposes therein expressed; that each of us in her sight and hearing signed the Will as witnesses, and that to the best of our knowledge, that she was at that time eighteen (18) years or more of age, of sound mind, and under no constraint or undue influence. Sworn to or affirmed and subscribed to before me by jiJ('{).H~ A. ~ hU5j,oJe. and i={} ulcut VJ;\ (}. , witnesses, on < f--19 ' 2005. ~D~C;L (i[k.L<s0-4 Itness ~ tt.Jld1; Witness '~~ij~ tJ. ~ , otary pbhc U COMMONWEALTH Of PENNSYlVANIA NOTARiAl SEAL JACOUEUNE A. Kill\: NOTARY PUBLIC lDWER PAXTON TWP.. DAUPHIN coum MY COMMISSION EXPIRES DEC. 17, 2007 - 7 - r?=7 ,/__,_J FfJ_r FIRST AMENDMENT TO REVOCABLE TRUST AGREEMENT OF JAMES R. BENNER AND ANN M. BENNER DATED APRIL 30, 2003 THIS FIRST AMENDMENT TO REVOCABLE TRUST AGREEMENT DATED APRI.L~, 2003, b~ ~ames R. Benner and Ann M. Benner, Settlors and Trustees, is made this ~ day of No\! e. VYI.,~~2004, pursuant to the right reserved to Settlors under Article Five of the Trust Agreement as follows: 1. FIRST: Settlors revoke in its entirety Codicil "A" to tbe James R. & Ann M. Benner Living Trust. 2. SECOND: Settlors delete Section (F)(2), Distribution of tbe Balance of tbe Trust Estate. of Article One of tbe Living Trust dated April 30, 2003 and insert tbe following: (F)(2) Distribution of the Balance of the Trust Estate: (a) After provision has been made for the above noted specific distributions, one-half (1/2) of the balance of the Trust Estate shall be distributed to the heirs of the Settlor, Ann M. Benner, namely Allen P. Sutton, Warren L. Sutton, Roger L. Sutton, and Jeffrey T. Sutton, in equal shares, or if predeceased to their issue, per stirpes. / (b) One-half (l/2) of the balance of the Trust Estate shall be distributed to the heirs of / the Settlor, James R. Benner, as follows: 1. twenty-four percent (24%) to Frances P. Knox, to be held IN TRUST according to Section (F)(3) of this Article, or if predeceased to James R. Benner, Jr.; 2. twenty-four percent (24%) to Suzanne C. Grashof, or if predeceased to her issue in equal shares, per stirpes; 3. twenty-four percent (24%) to Nancy N. McCrea, or if predeceased to her issue in equal shares, per stirpes. 4. twenty-four percent (24%) to Thomas A. Benner, or if predeceased to his issue in equal shares, per stirpes, and in the event he dies without leaving then living issue, then to his wife, Rachel S. Benner; J J 5. four percent (4%) to James R. Benner, Jr., or if predeceased to his issue in equal shares, per stirpes. 6. Except as otherwise provided in this Trust, I have intentionally failed to provide for any other persons or relatives, whether claiming to be an heir and/or relative of mine or not. Insofar as I have failed to provide in this Trust for any of my relatives, and/or issue now living or later born or adopted, such failure is intentional and not occasioned by accident or mistake. Specifically, WILLIAM R. BENNER and JOHN W. BENNER are not to inherit any monies or property, personal or real, under the terms of this Trust. 3. THIRD: Settlors insert the following Section (F)(3) under Section (F)(2), Distribution of the Balance of the Trust Estate. of Article One of the Living Trust dated April 30, 2003: (F)(3) Distribution of Frances P. Knox's Share: If Frances P. Knox has not attained the age of seventy (70), my Trustee is hereby directed to continue to hold and manage such share for the benefit of Frances P. Knox until she attains the age of seventy (70); and shall administer, manage, and distribute according to the following: I. I direct my Trustee to disburse the entire net income of the Trust to Frances P. Knox in monthly, or other convenient installments, but not less than annually. 2. Upon attaining the age of sixty (60), one-third (1/3) of Frances P. Knox's share shall be distributed outright to her. 3. Upon attaining the age of sixty-five (65), one-third (1/3) of Frances P. Knox's share shall be distributed outright to her. 4. Upon attaining the age of seventy (70), the remaining principal and accumulated income of Frances P. Knox's share shall be distributed outright to her. 5. No beneficiary or remainderman of this Trust shall have any right to alienate, encumber, or hypothecate his or her interest in the principal or income of the Trust in any manner, nor shall any interest be subject to claims of his or her creditors or liable to attachment, execution, or other processes of law. 4. FOURTH: Settlors insert the following Section (F)(4) under Section (F)(3), Distribution of Frances P. Knox's Share. of Article One of the Living Trust dated April 30, 2003: (F)(4) Appointment of Financial Advisor to Mana!!e the Trust Funds: I direct the Trustee to employ Israel Borges as financial advisor of the Living Trust dated April 30, 2003 Trust Funds and any Trust(s) created under the Living Trust dated April 30, 2003, as long as Israel Borges is a licensed advisor and competeIlt and his annual charge for trust securities does not exceed two percent (2%) of all securities not including securities already with Wachovia Banle He shall not be removed unless he is deemed incompetent. 2 S. FIFTH: Settlors delete the first paragraph (not numbered) under Article Three, Trust Provisions for Grandchildren and other Issue. ofthe Living Trust dated April 30, 2003 and insert the following: If a grandchild or other issue of Settlor's children are beneficiaries entitled to receive a share ofthe principal ofthe Trust Estate and shall not have attained the age offorty-five (45) years, the Trustees are hereby authorized and empowered to continue to hold, manage and distribute such share for the following uses and purposes: 6. SIXTH: Settlors delete Section (2) of Article Three, Trust Provisions for Grandchildren and other Issue. of the Living Trust dated April 30, 2003 and insert the following: (2) When such beneficiary reaches age thirty-five (35), one-third (1/3) ofthe then remaining principal and any accumulated income of his or her share shall be distributed to such beneficiary. When such beneficiary reaches age forty (40), one-third (1/3) of the then remaining principal and any accumulated income of his or her share shall be distributed to such beneficiary. On the date upon which said beneficiary attains the age of forty-five (45) years, the Trustees are directed to distribute to said beneficiary the entire remaining balance of principal and accumulated income then remaining thereon, at which time said trust shall terminate. 7. SEVENTH: Settlors delete Section (5) of Article Three, Trust Provisions for Grandchildren and other Issue. of the Living Trust dated April 30, 2003 and insert the following: . (5) The Trustee ofthe Trust for the benefit of grandchildren or other issue of Ann M. Benner, shall be by appointment hereby, Allen P. Sutton. In the event that Allen P. Sutton should predecease, fail to qualify, cease to act or renounce this appointment then Jeffrey T. Sutton, shall serve as contingent Trustee. The Trustee of the Trust for the benefit of grandchildren or other issue of James R. Benner, shall be by appointment hereby, Nancy N. McCrea. In the event that Nancy N. McCrea should predecease, fail to qualify, cease to act or renounce this appointment then Suzanne C. Grashof, shall serve as contingent Trustee. 8. EIGHTH: Settlors delete Section (e), Successor Trustee(s). of Article Four of the Living Trust dated April 30, 2003 and insert the following: (C) Successor Trustee( s ): Upon the death, disability, incapacity or resignation of a Trustee, during the lifetimes ofthe Settlors, the Settlors may, but are not required to, appoint one or more Co-Trustees or Successor Trustees. Upon the death, disability, incapacity or resignation of a Trustee following the death of the surviving Settlor, then the remaining Trustee if any may appoint one or more Successor Trustees. Unless the Settlors make other provisions during their lifetimes, as is their unlimited right, then upon the death or incapacity of the surviving Settlor, Allen P. Sutton and Nancy N. 3 McCrea, shall serve as Successor Co-Trustees. In the event that Allen P. Sutton should predecease, fail to qualify, cease to act or renounce this appointment then Jeffrey T. Sutton, shall serve as a replacement Successor Co-Trustee. In the event that Nancy N. McCrea should predecease, fail to qualify, cease to act or renounce this appointment then Suzanne C. Grashof, shall serve as a replacement Successor Co-Trustee. No bond or security shall be required of any Trustee named or appointed hereunder or of their successors in any jurisdiction where they may serve. 9. NINTH: Settlors confirm and readopt the remaining provisions of the Trust Agreement reserving themselves the right to further amend the Trust Agreement dated April 30, 2003 and this amendment thereto. IN WITNESS WHEREOF, Settlors have hereunder set their hands and seals this day and year first written. WITNESS: 9","4lk (l E:k~ 9:""Vi t/ 2k <<~ ~IJr' (}~kJ?h y - ~ /7 (// . (j {k{ cH; aM! -LJ R. B~1"1~. S- -<.~ ES R. BENNER, Settlor C:~ fn J:3~ L-Lt4v ANN M. BENNER, Settlor ,(lvvt.h . A..Q, /}Nv T It vs 7 EI?- J ES R. BENNER, Trustee C'~ fh ~AMA).;-7~ ANN M. BENNER, Trustee COMMONWEALTH OF PENNSYLVANIA COUNTY OF DAUPHIN On this the5 -fA- day of 1\) oV J{~, 2004, before me, a Notary Public, the undersigned officer, personally appeared James R. Benner and Ann M. Benner as Settlors and Trustees, known to me or satisfactorily proven to be the persons whose names are subscribed to the within instrument and acknowledged that they executed the same for the purposes therein contained. SS: IN WITNESS WHEREOF, I hereunto set my hand and official seal. /atl~~ a~i4 UNot ' Public U 4 COMMONWEAlTH OF PEftNSYLYANlA NOTARIAL SEAl w:attElJNE A. KEll'( NOTARY PUBlIC LOWER PAXrON TWP., DAUPHIIC COUN1Y MY COMMISSION EXPIRES DEe. 17, 2007 J--- ~ LJ COpy \\ t,;. , REVOCABLE TRUST AGREEMENT S' "'=> MADE this 30th day of April, 2003 by and between James R. Benner and Ann M. Benner, husband and wife, residents of Enola, Cumberland County, Pennsylvania, (hereinafter referred to as the "Settlors"), and James R. Benner and Ann M. Benner, husband and wife, of Enola, Cumberland County, Pennsylvania, as the Trustees (hereinafter collectively referred to as the "Trustees"). This Trust amends by revoking in its entirety the former Declaration of Trust made July 24, 2001, by and between the Settlors and Trustees herein, and any subsequent amendments heretofore made, and substituting therefore the following: WIT N E SSE T H: \'~ \\~:# ~ "\<:.! e( \\ 'J o'C \\ (' \ ARTICLE ONE (A) Establishment of Trust Estate: The Settlors have transferred and delivered to \} the Trustees that property more fully described in Schedule "A", attached hereto and made part -:-'\.5.., hereof (the "Property"). The Trustees shall hold and administer the Property, together with all other -:v cash or property of any kind which the Trustees at any time may acquire from the Settlors or from \\ ~ others by inter-vivos transfer or pursuant to beneficiary designations by Last Will and Testament or. "'A otherwise, including, but not limited to, the residue and remainder of Settlors' Estate as provided for ~ , r~_ in Settlors' Last Wills and Testaments ("Additions"), together with the proceeds, investments and -~ c,~-.; reinvestments with respect thereto as a trust estate ("Trust Estate") on the terms and condition rr~ hereinafter set forth. (L .::~ The name of the Trust herein created shall be THE JAMES R. BENNER and ANN M. BENNER REVOCABLE TRUST, dated April 30, 2003. (B) Distributions to Settlors Durine Settlors Lifetime: During the lifetime of the Settlors, the Trustees shall pay to the Settlors or expend for the Settlors' benefit the entire net income produced by the Trust Estate ("Income") in convenient installments or otherwise as Settlors may from time to time direct, together with such portion of the principal of said Trust Estate as Settlors may from time to time direct or, if Settlors give no directions, as the Trustees deem advisable to provide for the health, welfare and comfortable support of the Settlors, and to continue Settlors' accustomed pattern of giving to individuals and organizations. Any unexpended Income shall be added to principal and invested as such. (C) Distributions of Trust Estate in tbe Event a Settlor Becomes Incapacitated: If at any time a Settlor is under a legal disability, or if by reason of illness or mental or physical disability a Settlor is "incapacitated," as such term is defined below, and is unable to make or communicate responsible decisions concerning Settlor's affairs, the Trustees shall use the income and part or all of the principal of the Trust Estate for the care, comfort and support of the Settlor, or for any other purpose which the Trustees, in their sole and absolute discretion, deem to be for the best interests of the Settlor. "Incapacity" of a Settlor shall be determined by the existence of one or more of the following: (l) There is a court order, which such Trustee or beneficiary deems to be jurisdictionally proper and still concurrently applicable, holding a person to be legally incapacitated to act on his or her own behalf or appointing a guardian to act for him or her, or (2) There is a duly executed, witnessed, and acknowledged written certificate of a licensed physician (whom represents that he or she is certified by a recognized medical board), to the effect that the physician has examined the Settlor and has concluded that such person has become incapacitated to act rationally and prudently in his or her own financial best interests, or (3) There is evidence which such Trustee or beneficiary deems to be creditable and still currently applicable that the Trustee has disappeared, is unaccountably absent, or is being detained under duress where he or she is unable effectively and prudently to look after his or her own best interests. Given the occurrence of such events or circumstances, the affected Settlor shall be deemed to have become incapacitated. Such incapacity shall be deemed to continue until such court order, certificates, and/or circumstances have become inapplicable or have been revoked. Any physician's aforesaid certificate may be revoked by a similar certificate to the effect that the person is no longer incapacitated executed either: (a) by the originally certifying physician or (b) by another licensed, board certified physician. No Trustee shall be under any duty to institute any inquiry into the person's possible incapacity, but the expense of any such inquiry reasonably instituted may be paid from the Trust assets. Payment for such inquiry refers both to a reasonable inquiry as to the incapacity of such individual and to that inquiry as to the revocation of such a certificate. (D) Distribution of Trust Estate Upon the First Settlor's Death: Upon the death of the first Settlor to die, the Trustees are authorized to pay to the deceased Settlor's personal representative or to expend directly such sums as deceased Settlor's personal representative shall request in writing to supplement the deceased Settlor's estate in order to pay particular legacies, debts, funeral expenses, administration expenses, estate inheritance and other taxes in the nature thereof, together with any interest or penalties thereon, becoming due by reason 2 of the Settlor's death with respect to the property constituting Settlor's gross estate for death tax purposes, whether or not such property passes under this Trust Agreement; PROVIDED, HOWEVER, that no assets shall be used for this purpose which are not otherwise included in a deceased Settlor's gross taxable estate; and PROVIDED FURTHER, that if the Trust Estate contains any United States government bonds which are redeemable at par in payment of Federal estate taxes, the Trustees shall apply them directly in payment of said taxes, regardless of the sufficiency of assets in the estate or any direction in the Last Will and Testament of the Settlor to pay all such taxes from the probate estate. (E) Division of Trust Estate Upon the Death of the First Settlor: Upon the death of the first Settlor to die, the trustee is hereby directed and authorized to divide the Trust Estate into the Marital Trust and the Residual Trust as more fully defined and set forth below. (I) MARITAL TRUST: The Marital Trust shall consist of, one-half (~) of the then value of the trust estate, including additions, if any, made upon the death of the first Settlor to die. Surviving Settlor shall direct which property of the total trust property shall be allocated to the Marital Trust, however property not qualified for the marital deduction shall not be allocated to this Marital Trust. (a) During the lifetime of the surviving Settlor: During the lifetime of the surviving Settlor, trustees shall hold and distribute the marital trust as follows: (i) Trustees shall pay and distribute to the surviving settlor the entire net income from the principal of the marital trust, which payments shall be made to the surviving settlor periodically but not less frequently than quarterly. (ii) In addition, trustee shall from time to time pay to the surviving settlor, or shall apply directly for the benefit ofthe surviving settlor, as much of the principal of the marital trust as the trustee, in its absolute discretion, may consider desirable for the health, maintenance and support of the surviving settlor, after considering all resources available to said surviving settlor. If any property that is part of the marital trust shall be or become unproductive of income consistent with its value, the surviving settlor may require the trustee to make it productive or convert it within a reasonable time to property that is clearly productive of income consistent with its value. (b) Qualified Terminable Interest Property Election: The executor or trustee shall, in its absolute discretion, determine whether to elect under Section 2056(b )(7) of the Internal Revenue Code of 1986, to qualify any portion of the marital trust for the federal estate tax marital deduction. Generally, the executor is expected to minimize the estate tax payable. However, consideration is also to be given to the estate tax that would be payable by the estate of the surviving settlor, especially if the survivor should die prior to the time the election is made. The determination of the executor or trustee if no executor is appointed with respect to the exercise of the election shall be conclusive on all affected persons. 3 (c) Taxes and Costs Attributable to the Marital Trust: On the death of the surviving settlor, trustee shall deduct and pay to personal representative, from the marital trust, an amount equal to any additional administration expenses and estate and inheritance taxes assessed against the estate by reason of the inclusion therein for tax purposes of the then remaining principal of the marital trust. Such amount shall be determined by the successor trustee, whose determination shall be conclusive. (d) Final Disposition of the Marital Trust: Any then remaining balance of principal shall be added to and thereafter shall form a part of the principal of the residuary trust, hereinafter created, to be held and distributed as though originally a part thereof. If the residuary trust shall not have been created for any reason or shall have been exhausted, the remaining principal shall be held in trust upon the same terms and conditions hereinafter specified for the residuary trust. (2) RESIDUARY TRUST: Upon the death of the first Settlor to die, any part of trust estate not distributed under the foregoing provisions hereof relevant to the Marital Trust shall be held by the trustee under the following terms and conditions which define and control the Residuary Trust. (a) During The Lifetime of The Surviving Settlor: (i) Income Distributions: The Trustees shall pay as much of the net income of the Residuary Trust to the surviving Settlor, as the Trustees in their sole discretion may from time to time think advisable for the health, welfare, comfort and support of the surviving Settlor, in quarterly installments, or more convenient installments, or apply the same directly for the support of the surviving Settlor, should the surviving Settlor, by reason of age, illness or any other cause in the opinion of the Trustees be incapable of disbursing it. (ii) Principal Distributions: The Trustees shall distribute as much of the principal of the Residuary Trust as the Trustees in their sole discretion may from time to time think advisable for the health, welfare, comfort and support of the surviving Settlor. It is the Settlor's express intent that the above distributions be made so that the surviving Settlor may be maintained in the manner of living and in the station of life to which the surviving Settlor is accustomed at Settlor's death, taking into account the other readily available assets and sources of income of the surviving settlor.. (iii) Additional Withdrawals of Principal: In addition to the above provisions, the surviving Settlor shall have the power to direct the Trustees to pay to the surviving settlor or to apply out of principal of the Residuary Trust in each year including the year of Settlor's death an amount not in excess of the greater of Five Thousand ($5,000) Dollars or Five (5%) percent of the then aggregate value of the principal of the Residuary Trust. This power is noncumulative and can be exercised only by an instrument in writing signed by the surviving Settlor and 4 delivered to the Trustees. (F) Following The Death of The Surviving Settlor: Upon the death of the surviving Settlor, or upon the death of the deceased Settlor, if the surviving Settlor does not survive Settlor by at least thirty (30) days, the then remaining principal of the Residuary Trust and any accumulated or undistributed income shall be distributed as follows: (1) Specific Distributions from the Trust Estate: Prior to any distribution of the balance of the Trust Estate, the following specific distributions shall be made by the Successor Trustee: NONE (2) Distribution of the Balance of the Trust Estate: 0- (I) After provision has been made for the above noted specific distributions, one-half (Yz) of the balance of the Trust Estate shall be distributed to the heirs of the Settlor, Ann M. Benner, namely Allen P. Sutton, Warren L. Sutton, Roger L. Sutton, and Jeffrey T. Sutton, in equal shares, or if predeceased to their issue, per stirpes. Ie (2) One-half (~) of the balance of the Trust Estate shall be distributed to the heirs of the Settlor, James R. Benner, as follows: ~ ~k l~ ()'Q.~ ~ ((=- J 3 (a) twenty-four percent (24%) to Francis P. Knox, or ifpredeceas~d to James R. Benner Jr.; of .~ ~~ z... (b) twenty-four percent (24%) to Suzanne C. Grashof, or if predeceased to her issue in equal shares, per stirpes; 3. (c) twenty-four percent (24%) to Nancy N. Macrae, or if predeceased to her issue in equal shares, per stirpes; 'to (d) twenty-four percent (24%) to Thomas A. Benner, or if predeceased to his issue in equal shares, per stirpes, and in the event he dies without leaving then living issue, then to his wife, Rachel S. Benner; ,-.., ~. (e) four percent (4%) to James R. Benner, Jr., or if predeceased to his issue in equal shares, per stirpes. l.Q . (f) There shall be no distribution of any property to William R. Benner or John W. Benner. /. ' . j '.- 5 ARTICLE THREE TRUST PROVISIONS FOR GRANDCHILDREN AND OTHER ISSUE: If a grandchild or other issue of Settlor's children are beneficiaries entitled to receive a share of the principal of the Trust Estate and shall not have attained the age of thirty-five (35) years, the Trustees are hereby authorized and empowered to continue to hold, manage and distribute such share for the following uses and purposes: (I) The Trustees shall payor apply to or for the use of the beneficiary thereof, in quarterly or other convenient installments, so much of the income and principal (even to the point of exhausting the same) as the trustees, in their sole discretion, deem advisable, to provide for the health, welfare, maintenance, support, education and emergency need of said beneficiary, taking into consideration the other available resources of said beneficiary. The term "education" as used herein shall include such expenses as tuition, room, board, books, and supplies necessary to complete a normal two or four-year college education, and graduate education, as well as technical, or vocational training, at an accredited institution, should the beneficiary thereof show aptitude and desire to pursue such education. , (2) When such beneficiary reaches age twenty-five (25), one-third (113) of the then remaining principal and any accumulated income of his or her share shall be distributed to such beneficiary. When such beneficiary reaches age thirty (30), one-half (~) of the then remaining principal and any accumulated income of his or her share shall be distributed to such beneficiary. On the date upon which said beneficiary attains the age of thirty-five (35) years, the Trustees are directed to distribute to said beneficiary the entire remaining balance of principal and accumulated income then remaining thereon, at which time said trust shall terminate. (3) If the beneficiary thereof dies before receiving final distribution hereunder, the undistributed balance thereof shall be distributed in equal shares to the children of said beneficiary in equal shares, or if predeceased, to the issue of said beneficiary, per stirpes and if said beneficiary dies without leaving surviving issue then to settlor's other family members as if said beneficiary thereof had predeceased the surviving settlor. Such distribution of the balance of any beneficiary's share shall be made in accordance with the provisions herein, with respect to whether the share will be delivered outright and free from trust, or whether the share will continue in trust based on the age, needs and interval distributions as more fully set forth above. (4) In the disbursement of funds directed to be paid to or for the use and benefit of any beneficiary who shall not have attained the age of eighteen (18) years, the Trustees may, in their sole and absolute discretion, make payment of the same to the parent, guardian or such other person, if any, having custody of the beneficiary who has not yet attained the age of eighteen (18) years at the time such payments are made, to be used for the health, education, welfare, maintenance and support of such beneficiary, but without liability on the part of the Trustees to see the application of said payments by the payee, and the receipt of any such person shall be a full acquittance of the Trustees as to any amounts so paid, or the Trustees may make payment of the same directly to or for the 6 benefit of such beneficiary. This shall be construed as a power only and shall not operate to suspend the absolute ownership thereof by such beneficiary who has not yet attained the age of eighteen (18) years, nor prevent the absolute vesting thereof of such beneficiary. (5) The Trustee of the Trust for the benefit of grandchildren or other issue of Ann M. Benner, shall be by appointment hereby, Allen P. Sutton. In the event that ~ould predecease, fail to qualify, cease to act or renounce this appointment th Jeffrey T. Sutton, 'hall ,_ serve as contingent Trustee. c:>hLl J? ~ _ ) I vII VULt"1 ~ The Trustee of the Trust for the benefit of grandchildren or other issue of James R. Benner, shall be by appointment hereby, Nancy N. Macrae. In the event that Nancy N. Macrae should predecease, fail to qualify, cease to act or renounce this appointment then Suzanne L. Grashof, shall serve as contingent Trustee. (6) Notwithstanding anything to the contrary herein contained, upon the expiration of twenty-one (21) years following the death of the survivor of all the beneficiaries herein named or described who are living at the death of the first Settlor to die, all Trusts remaining hereunder shall terminate, and the principal shall be transferred and delivered to the person then entitled to the Income therefrom. (7) Neither the principal nor the income of any portion of the Trust Estate shall be liable or subject to the contracts, debts, liabilities or torts, now or hereafter made, contracted, incurred or committed, of any beneficiary or remainderman; nor shall the principal or income of the Trust Estate be liable to attachment by garnishment proceedings or other legal process; nor shall any assignment or order either of principal or income, given by any beneficiary or remainderman be valid, but the principal and Income shall be paid by the Trustees directly to or for the use of the beneficiary entitled thereto, without regard to any assignment, order, attachment or claim whatever. Every such attempted assignment or other disposition by any beneficiary or remainderman shall not be merely voidable, but absolutely void, except that this provision shall not impair or restrict the exercise of any power of appointment granted hereunder. No payment hereunder shall become the property of any beneficiary or remainderman until it is received by him or his guardian. ARTICLE FOUR PROVISIONS WHICH GOVERN THE TRUSTEES (A) Powers of the Trustees: The Trustees hereunder shall have the following powers, in addition to and not in limitation of those granted by law: 1. Accept. Purchase and Retain Assets: To accept assets in kind from the Settlor, his estate or elsewhere, to purchase assets from the estate and to retain such assets in kind; 7 2. Sale and Investment of Other Assets: To sell assets and to invest and reinvest the proceeds and any other cash in any kind of property, real or personal, or part interest therein, located in the United States or abroad, including interest-bearing accounts in or certificates issued by any finn, including a Corporate fiduciary, and securities underwritten by syndicates of which the corporate fiduciary is a member but not purchased from the Trustees, all statutory and other limitations as to the investment of funds, now or hereafter enacted or in force, being waived; 3. Hold Cash: To hold Income cash uninvested until the next regular payment date, without liability for interest thereon; 4. Purchase Life Insurance: To retain or to purchase policies oflife insurance, to pay premiums thereon from income or principal and to exercise all rights of ownership thereof; 5. Encumber Assets: To pledge, exchange or mortgage real or personal property and to lease the same for any reasonable tenn; 6. Give Options: To give options for sales, leases and exchanges; 7. Compromise Claims: To compromise claims and controversies; 8. Vote Common Stock: To vote shares of corporate stock, in person or by proxy, in favor of or against management proposals; 9. Carry Securities Without IdentifYin~ Trust Estate: To carry securities in the name of a nominee, including that of a clearing corporation or depository, or in book entry fonn or unregistered or in such other form as will pass by delivery; 10. Distribution in Kind: To make division or distribution hereunder either in cash or in kind; and, in connection therewith, to allocate to different kinds of, or interests in, property and property having different bases for federal income tax purposes, all as the Trustees deem equitable; 11. Investment of Trust Estate Assets: To invest and reinvest the Trust Estate funds (or leave them temporarily uninvested), in any type of property and every kind of investment, without regard to any principle of diversification of risk, and without being limited to "legal investments", including (but not limited to) corporate obligations of every kind, preferred or common stocks, securities of any regulated investment trust, and partnership interests. 12. Participate in Business Operations: To participate in the operation of any business or other enterprise for whatever period of time the Trustees deem proper, 8 with full power to do any and all things deemed necessary or appropriate, including the power to incorporate any unincorporated business; to vote any and all shares of stock owned in any such business; to borrow and to pledge assets as security for such borrowing; to assent to, join in, or vote in favor of or against any merger, reorganization, voting trust plan, or similar action, and to delegate discretionary duties with respect thereto; to delegate all or any part of the supervision, management and operation of the business to such person or persons as may be selected; and to close out, liquidate, or sell the business at such time and upon such terms as the Trustees deem advisable. 13. Deposit Funds: To deposit Trust Estate funds in any commercial savings or savings and loan accounts, or in "money market" or similar accounts maintained by any corporate fiduciary. 14. Borrow Funds: To borrow money for any reasonable Trust Estate purpose from any lender, including the power to borrow from the probate estate of Settlor for the purpose of payment of taxes or on behalf of any separate trust hereunder from any other separate trust hereunder, upon such terms, including (but not limited to) interest rates, security, and loan duration, as they deem advisable. 15. Make Loans: To lend Trust Estate funds to such persons and on such terms, including (but not limited to) interest rates, security, and loan duration, as the Trustees deem advisable, including the power to make loans to the Settlor during his lifetime. 16. Sale of Trust Estate Assets: To sell or otherwise dispose of Trust Estate assets, including (but not limited to) Trust Estate real Property, for cash or credit, at public or private sale, and with such warranties or indemnifications as the Trustees deem advisable. 17. Alteration or Disposal of Trust Estate Assets: To improve, develop, manage, lease, or abandon any Trust Estate assets, as the Trustees deem advisable. 18. Hold Prope~ Without Identifying Trust Estate: To hold property in the name of any Trustee or any custodian or nominee, without disclosing this trust, but the Trustees are responsible for the acts of any custodian or nominee the Trustees so use. 19. Compensate for Administration: To pay and advance money for the Trust Estate's protection and for all expenses, losses, and liabilities sustained in its administration. 20. Act as Legal Representative: To prosecute or defend any action for the 9 protection of the Trust Estate, the Trustees in the performance of their duties, or both, and to pay, contest, or settle any claim by or against the Trust Estate or the Trustees in the performance of their duties. 21. Hire Consultants. etc. : To employ and dismiss agents, brokers, investment advisors, accountants, attorneys and employees, regardless of whether they are associated with the Trustees, or the Trustees or affiliates or employees thereof, and to advise or assist them in the performance of their duties. 22. Allocate Between Principal and Income: To determine what is principal or income and what items shall be charged or credited to either. 23. Execute Binding Legal Instruments: To execute and deliver any instruments necessary or useful in the exercise of any of the foregoing powers. 24. Retain Non-Income Producing Property: To retain, during the lifetime of the Settlors, for so long as the Trustees may deem advisable any property whatsoever, regardless of whether or not such property is income producing. 25. Retain Settlor's Personal Residence: Following the death of the Settlor, the Trustees are authorized to retain as part of the Trust Estate for the personal use of the surviving Settlor, any property occupied by Settlor and the Surviving Settlor at the death of Settlor as their principal place of residence for so long as the surviving settlor wishes to occupy said residence. During such period of retention, the Trustees shall pay from the income or principal of the separate trusts established hereunder as the Trustees may deem to be in the best interests of such trusts and their beneficiaries, all taxes and assessments levied upon or assessed against residence, and all costs of maintaining, repairing and insuring said residence. No obligation of rent shall be imposed upon the surviving Settlor during any period of occupation of said residence. On written or oral request of the surviving Settlor, the Trustees may sell said residence and replace it with other property which in the opinion of the Trustees is suitable as a residence for the surviving Settlor, to be retained in the trust in the same manner as the property which was replaced. 26. Authority to Sign Documents: Either Trustee shall have the power to execute individually any and all documents necessary to carry out the powers, functions, and duties of the position of Trustee. Such power shall include, but shall not be limited to: the signing of checks, the opening of bank or other financial accounts, the disbursement of Trust funds, the execution of contracts, and other such financial transactions. 10 (B) Resignation of Trustees: Any Trustee may resign at any time during Settlors' lifetimes by written notice to Settlors. After the death of the last Settlor to die, a Trustee may resign at any time, without stating cause, by notice to the remaining Trustee(s); provided, however that prior to the resignation of a sole remaining individual Trustee, such Trustee's resignation shall not become effective until after such Trustee has appointed a trustee as successor, and such trustee has accepted such appointment. Absent such appointment and acceptance, said Trustee's resignation shall not become effective until said Trustee has petitioned a court of competent jurisdiction to designate a successor trustee. (C) Successor Trustee(s): Upon the death, disability, incapacity or resignation of a Trustee, during the lifetimes of the Settlors, the Settlors may, but<@not required to, appoint one or more Co-Trustees or Successor Trustees. Upon the death, disability, incapacity or resignation of a Trustee following the death of the surviving Settlor, then the remaining Trustee if any may appoint one or more Successor Trustees. Unless the Settlors make other provisions during their lifetimes, as is their unlimited right, ~en upon the death or incapacity of the surviving Settlor, Allen P. Sutton and Nancy N. Macra~~ shall serve as Successor Co-Trustees. In the event that Allen P. Sutton should predecease, fail to qualify, cease to act or renounce this appointment then Jeffrey T. Sutton, shall serve as a replacement Successor Co-Trustee. In the event that Nancy N. Macrae should predecease, fail to qualify, cease to act or renounce this appointment then Suzanne C. Grashof, shall serve as a replacement Successor Co-Trustee. No bond or security shall be required of any Trustee named or appointed hereunder or of their successors in any jurisdiction where they may serve. (D) Replacement of a Corporate Trustee: If at any time a corporate trustee has been appointed during the lifetime of Settlors, the Settlors may replace such corporate trustee by written notice to said corporate trustee, and may, but shall not be required to, designate a successor corporate trustee. Following the death of the Settlors, the individual Trustees may replace a corporate trustee by written notice thereto, and may, but shall not be required to, designate a successor corporate trustee. (E) Compensation of Trustees: The Trustees shall be entitled to receive annual compensation for their services hereunder but not in excess of such compensation as would be approved by a court of competent jurisdiction. Payment of such compensation to a Trustee, in his, her or its capacity as such shall not preclude payment to any Trustee for the rendition of professional services for, or on behalf of, the Trust Estate. For any services performed by the Trustees in connection with Settlors' estates, which services are normally performed by the personal representative, the Trustees shall be entitled to such additional compensation as may be fair and reasonable under the circumstances. (F) Authority to Terminate Small Trusts: Should the principal of any Trust Estate herein provided for, be or become too small in the Trustees' discretion to make establishment or 11 continuance of the Trust Estate advisable, the Trustees may make immediate distribution of the remaining principal and Income outright to the Income beneficiaries in the proportion to which they are then entitled to the Income. The receipts and releases of the distributees will terminate absolutely the right of all persons who might otherwise have a future interest in any portion of the Trust Estate, whether vested or contingent, without notice to them and without the necessity of filing an account with the court. (G) Merger: The Trustees may merge or consolidate for administrative purposes any trust established under this Trust Agreement with any other trust established by Settlor of the surviving Settlor having the same Trustee and substantially the same dispositive provisions. (H) Division and Delegation of Duties by Trustees: One or more of the Trustees may, whenever, as often, and for such period as they shall deem it advisable to do so, delegate to one or more of the other Trustees, any or all ministerial and administrative duties, including the keeping of books and records, acting as custodian of the Trust Estate property, and preparing all necessary tax returns, as well as the authority to exercise in their names and behalf any or all the powers, authorizations, discretion, and duties vested in or devolving upon them as Trustees under the provisions of this Trust Estate. Any action taken by the Trustees to which such division or delegation shall be made shall have the same force and effect as if taken and exercised by the designating or delegating Trustee(s) acting in conjunction with the designated or delegated Trustee(s). Any such delegation shall be sufficiently evidenced for any and every purpose if contained in a writing, signed by the designating Trustee(s) and delivered to the designated Trustee(s). (I) Fiduciary Restrictions. Discretion and Elections: The powers and discretion granted to the Trustees are exercisable only in a fiduciary capacity and may not be used to shift or enlarge any beneficial interest except as an incidental consequence of the discharge of fiduciary duties. The Trustees may make discretionary payments of income and principal in unequal shares to the beneficiaries of any trust established hereunder, and may, but shall not be required to, consider other resources available to any beneficiary. The Trustees may make tax elections without regard to the relative interests of any beneficiaries and may, but shall not be required to, make equitable adjustments among beneficiaries. (J) Limitatio 0 1. Decisions Re~arding Principal Distributions From the Residuary Trust: Notwithstanding anything herein contained to the contrary, the surviving Settlor shall not participate in, nor have any power to make, any decisions regarding discretionary distributions of any portion of the principal of the Residuary Trust. Such decisions shall be made by the Successor Trustee appointed in Article Four, Paragraph (C) hereunder. 12 shall have no right to participate in any decisions affecting the Residuary Trust which might result in the inclusion of the principal thereof in surviving Settlor's estate for federal estate tax purposes. If any provision of this Trust Agreement shall result in the inclusion of any portion of the Residuary Trust in the estate of surviving Settlor, such provision is hereby revoked and this Trust Agreement shall be read as if any provision thereof inconsistent with exclusion of any portion of the Residuary Trust from the estate of surviving Settlor is null and void. (K) Disposition of Accrued Income Following Death of Income Beneficiary: Upon the death of any Income beneficiary, any Income accrued or received by the Trustees subsequent to the last Income payment date shall be paid to the person or persons for whose benefit the principal producing such Income is continued in trust or to whom such principal is distributed under the terms hereof. (L) Stock Dividends Allocated To Principal: Corporate distributions received in shares of the distributing corporation shall be allocated to principal, regardless of the number of shares and however described or designated by the distributing company. (M) Characterization of "Income"; "Accrued Income": Income accrued on any property received by the Trustees, either at the inception of the Trust Estate or as an addition thereto, shall be treated as Income and not as principal; PROVIDED, HOWEVER, that any lump-sum distribution payable to the Trustees under any employee benefit plan or individual retirement account in which the Settlor has an interest shall be treated as principal notwithstanding the options, elections or privileges that may be exercised by the Trustees, the Settlor or any beneficiary of income, estate or death tax purposes. Upon the death of any beneficiary of income, any undistributed income then held by the Trustees for such beneficiary shall be paid to the person or persons for whose benefit the principal producing such income is continued in Trust or to whom it is distributed under the terms hereof. ARTICLE FIVE ADDITIONS TO TRUST ESTATE; RIGHT TO REVOKE, ALTER AND AMEND TRUST AGREEMENT; LIFE INSURANCE AND EMPLOYEE DEATH BENEFITS (A) Additions to Trust Estate: The Settlors or others may, by Last Will and Testament, inter- vivos transfer or beneficiary designation, add to the Trust Estate, cash or such property in kind as is acceptable to the Trustees at any time during the term of the present Trust Agreement. (B) Settlors' Right to Revoke Agreement: The Settlors expressly reserve the right at any time and from time to time to revoke this Agreement, in whole or in part, by written notice delivered to the Trustees during Settlors joint lifetimes. The Surviving Settlor shall have, however, no right whatsoever, to revoke any portion of the Trust Agreement following the death of the first Settlor to die. (C) Settlors' Right to Amend Trust Agreement: The Settlors further reserve the right at any time and from time to time to amend this Agreement at any time during their joint lives by a proper instrument in writing, executed by the Settlors and delivered to the Trustees during Settlors' lifetimes 13 and accepted by the Trustees. The Surviving Settlor shall have, however, no right whatsoever, to amend any portion of the Trust Agreement following the death of the first Settlor to die. (D) Life Insurance: If Settlors designate the Trustees as beneficiary of the proceeds of any policies of insurance on their lives, the duty and responsibility for the payment of premiums and other charges on such policies during the Settlors' lifetimes shall rest solely upon Settlors. The only duty of the Trustees shall be the safekeeping of such policies as are deposited with it, and the Trustees shall be under no duty to notify the Settlors that any such premium or other charge is due and payable. All options, rights, privileges and benefits exercisable by or accruing to the Settlors during their lifetimes by the terms of the policies shall be for the Settlors' sole benefit. The Settlors agree, however, not to exercise any options whereby the proceeds would be payable to the Trustees other than in one sum. Upon the written request of the Settlors, the Trustees shall execute and deliver such consents and instruments as may be requisite to enable the Settlors to exercise or avail themselves of any option right, privilege or benefit granted by any of the policies. Upon the Settlor's/Settlors' death(s), or at such later time as may be specified in the policies, the net proceeds of any policies then payable to the Trustees hereunder shall be collected by the Trustees; the receipt of the Trustees for such proceeds shall release the insurance companies from liability on the policies, and the insurance companies shall be under no duty to see to the application of such proceeds. The Trustees may take all steps necessary in their opinion to enforce payment of said policies and shall be entitled to indemnify themselves out of any property held hereunder against all expenses incurred in taking such action. (E) Employee Death Benefits: The Settlors may designate the Trustees as beneficiary of certain employee death benefits. In such case the Trustees shall collect the proceeds receivable therefrom upon the Settlor's/Settlors' death(s) and hold them as part of the Trust Estate. The receipt of the Trustees for such proceeds shall be a full acquittance to the administrator of such benefit, and said administrators shall not be liable to see to the application of such proceeds. To the extent that such proceeds are not included in the Settlor's estate for federal estate tax purposes, they shall not be used for the payment of death taxes or any administration expenses of Settlor's estate. The Trustees may select any option available to it as to the time and method of payment of such proceeds and may also exercise any option with respect to the income or death taxes thereon as they in their sole discretion deem advisable, and their decision in these matters shall be binding upon, and shall not be subject to question by, the beneficiaries. ARTICLE SIX MISCELLANEOUS PROVISIONS (A) IncontestabiJity: The beneficial provisions of this instrument and of Settlors Last Will and Testament are intended to be in lieu of any other rights, claims, or interests of whatsoever nature, whether statutory or otherwise, except bona fide pre-death debts, which any beneficiary hereunder may have against or 14 in Settlors' estate of the properties in Trust hereunder. Accordingly, if any beneficiary hereunder asserts any claim (except a legally enforceable debt), statutory election, or other right or interest against or in Settlors' estate, Settlors' Will, or any properties of said Will, or directly or indirectly contests, disputes, or calls into question, before any court, the validity of this instrument or of said Will, then; (a) Such beneficiary shall thereby absolutely forfeit any and all beneficial interests of whatsoever kind and nature which such beneficiary might otherwise have under this instrument and the interests of the other beneficiaries hereunder shall thereupon be appropriately and proportionally increased and/or advanced. (b) All of the provisions of this instrument, to the extent that they confer any benefits, powers, or rights whatsoever upon such claiming, electing or contesting beneficiary, shall thereupon become absolutely void and revoked, and (c) Such claiming, electing, or contesting beneficiary, if then acting as a Trustee hereunder, shall automatically cease to be a Trustee and shall thereafter be ineligible either to select, remove, or become a Trustee hereunder. The foregoing shall not be construed, however, to limit the appearance of any beneficiary as a witness in any proceeding involving this instrument or said Will nor limit any beneficiary's appearance in any capacity in any proceeding solely for the construction of either of said documents. (B) Payment of Debts. Taxes and Other Charges upon Settlor's Death: Upon each Settlor's death, the Trustees may pay to or upon the order of Settlor's personal representative funds needed to pay Settlor's debts, fimeral and burial expenses, costs of administration, death taxes and specific bequests, if any, under the Settlor's Last Will and Testament. The Trustees may rely upon Settlor's personal representative as to the amount of such charges. The decision of the Trustees about whether to provide funds shall be final, except that the Trustees shall use any U.S. Treasury securities that may be redeemed at par to pay federal estate taxes for that purpose. Assets that are not included in Settlor's gross estate for federal estate tax purposes shall not be used for such payments. The Trustees shall pay the charges before the division of the Trust Estate under Article One, Paragraph I hereof, and the payments shall not be charged against the residual distribution or the share of any beneficiary hereunder. (C) Disclaimer: Any beneficiary hereunder, or the legal representative of any such beneficiary shall have the right, within the time prescribed by law, to disclaim any benefit or power under this Trust Agreement. All or any fractional part of the residual distribution made upon the first Settlor's Death disclaimed by or on behalf of the surviving Settlor shall be added to the Residuary Trust. The surviving Settlor shall have the same interest in such added property as the surviving Settlor has in the other property in the Residuary Trust (unless the surviving Settlor also disclaims his or her interest in the Residuary Trust), except that the surviving Settlor shall have no discretionary power as Trustee or otherwise to direct enjoyment of the disclaimed property for the benefit of any person other than the surviving Settlor in a transfer that is not subject to federal gift or estate tax. (D) Word Meanings: The words "herein", "hereinbefore", "hereinafter" and "hereunder" refer 15 to this Agreement as a whole and not merely to a subdivision in which such words appear, unless the context requires otherwise. The singular shall include the plural, the plural the singular, and the use of any gender shall be applicable to all genders. The terms "child" "children" and "issue" and similar tenns shall include adopted children, regardless of the date of adoption, with full effect as if they were the natural children of the adopting parents. The term "minor" shall mean any person under the age of twenty-one (21) years, regardless of the age of the majority provided by statute. (E) Paragraph or Article Headings: Headings contained in this Trust Agreement are inserted only as a matter of convenience and for reference, and shall not be construed in any way to defme, limit, extend or describe the scope of any of the provisions hereof. (F) Governing Law: This Agreement shall be deemed to have been delivered to and accepted by the Trustees in the State of Pennsylvania, regardless of the jurisdiction in which actual execution may have occurred, and shall be interpreted and governed in all respects by the laws of said State which shall be applied to any dispute arising hereunder. (G) Enforceability: The invalidity or enforceability of any particular provisions of this Agreement shall not affect the other provisions hereof and this Agreement shall be construed in all respects as if such invalid or unenforceable provision was omitted. (H) Change of Agreement: Except as otherwise specifically provided herein, no change, modification, amendment of, or waiver under, this Agreement shall be valid unless the same be in writing and signed by all of the parties hereto. (I) Notices: Any notice, request, direction, instruction or other communication permitted or requested to be made hereunder by any party to the other shall be in writing including telex, telegram or telecopier ["fax"], signed by the party giving such notice and shall be delivered personally, sent by registered or certified mail, postage prepaid, or by telex, telegram or fax (in each such case followed by written confirmation) to the other parties, to the addresses indicated below the signature of each of the undersigned (or to such other address as any or all of said undersigned may have submitted therefor by written notification). The date of personal delivery, the date of receipt (if mailed), when delivered by the telegraph company or in the case of telex or fax, when received, as the case may be, shall be the effective date of such notice. Whenever under the terms hereof the time for giving notice or performing an act falls upon a Saturday, Sunday or holiday, such time shall be extended to the next business day. Mr. & Mrs. James R. Benner 47 Lee Ann Court Enola, P A 17025-1948 16 IN WITNESS WHEREOF, with the intentions to be legally bound hereby, the Settlor and the Trustees have executed this Trust Agreement on the day and year first above written. ~~~~~ SETTLOR: 1', i R~~ , / C\.NVlOA Jamef R. Benner ~I u SETTLOR: ~-^"") rn. /3 (/'f/1/t"\~ Ann M. Benner WITNESS: +oI~ TRUSTEE: ~~ P. r-gJ2h~ Ja s R. Benner WITNESS: TRUSTEE +~~ /. J~ {~'Y\J M (r)Lyv./LVU Ann M. Benner 17 IN WITNESS WHEREOF, with the intentions to be legally bound hereby, the Settlor and the Trustees have executed this Trust Agreement on the day and year first above written. WITNESS: SETTLOR: James R. Benner WITNESS: SETTLOR: Ann M. Benner WITNESS: TRUSTEE: James R. Benner WITNESS: TRUSTEE Ann M. Benner 17 . COMMONWEALTH OF PENNSYLVANIA SS COUNTY OF YORK +h On this, the 30- day of /Jor ii, 2003, before me, a Notary Public, personally appeared James R. Benner and Ann M. Benrier, husband and wife, known to me or satisfactorily proven to be the persons whose names are subscribed to the within instrument as the Settlors and as the Trustees and acknowledged that they executed the same for the purposes therein contained. IN WITNESS WHEREOF I hereunto set my hand and official seal this 30th day of April, 2003. N~~an~ My Commission Expires: Notarial Seal . S. Dawn Gladfelter, Notary Public Dillsburg BolO. York County My Commission Expires May 17, 2005 Member ,Pennsylvania AsSOOabon Of NOtaries 18 TRUST FUNDING DIRECTIVE TO: SUCCESSOR TRUSTEES FROM: JAMES R. BENNER and ANN M. BENNER SUBJECT: SPECIAL INSTRUCTIONS TO SUCCESSOR TRUSTEE UPON THE DEATH OF THE SETTLORS: We desire and request that the Successor Trustee(s) distribute the following assets to the following named persons upon our death. We further request that the Successor Trustee(s) also follow any other desires that we may, from time to time, write below. We fully understand that this request is NOT enforceable but it is our express hope that the Successor Trustee(s) will follow the below-stated distribution. ASSET BENEFICIARY 1. 2. 3. 4. 5. 6. 7. SIGNED: JAMES R. BENNER, SETTLOR ANN M. BENNER, SETTLOR (Additional Sheets may be attached and numbered sequentially) Kelley Blue Book - Private Party Pricing Report - Mercury, Sable -~-= _:l.)i'I~_~lay.tif.J:h~( USED CARS ') Home> !.1sedCm > S!ld<m > !'!ll[Q.!I'i > ~ > ~ > ~~ > Equipment 2004 Mercury Sable GS Sedan 40 Trade-In Value Private Party Value Suggested Retail Value Photo Gallery Blue Book Review Specifications Compare Vehicles ~. 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Prlclna "1 2008 ford Taurus .=~ NEXT STEPS: Search Local Listings Sell Your Sedan ~~~t';lllnil!lljJj,I~~;Jt!?:':'b<,:-<<' Vehicle Highlights Mileage: 8,100 Engine: V6 3.0 Liter Transmission: Automatic Drivetrain: FWD ;V,..,tf;";';:k-wA;~~;,'l101'>i~~~*y~~~",m;~,~~l~~"i{~)~~~~";S:c"";'f,,,'',-"", Selected Equipment Standard Air Conditioning Power Steering Power Windows Change Equipment Power Door Locks Tilt Wheel Cruise Control AM/FM Stereo Cassette Dual Front Air Bags Optional Single Compact Disc Dual Power Seats http://www.kbb.com/KBBlUsedCars/PricingReport.aspx?V ehicleClass=UsedCar&Manufa... 4/24/2007 !arm HUO.1 (31861 lei H,ndbook "305 2 P'evious edi~onl.,t otlIoIete A. Settlement Statement u.s. Department of Housing and Urban Development B. Tvoe of loan OMS Annrov81 No. 2502.026S eltnires 11/30/2009\ 1 DFHA 2. DFmHA 3 DCon,. Unin,. T 6. File Number I 7 Loan Number \ 8. Mortgage Insurance Case Number 4. nVA 5. nCo", In,. 07-467 C.Note: ~:';~~~~1'!oJ: _ OUltlcM IMcloaing; ~ a,.1hown "~~n~IIorIIlUfPCIM1'nd'" no! tnC~t-.: 11I110.:.1 I TilleExpress Selllemenl Sy,tem =~~I~~':..~~~t:~':~::~IS:"~~=::"~nd.=~'l~~rl'ltiHupon P1inled 0713112007 al 15:36 KR D NAME OF BORROWER: RAYMOND F. HOWER Ind JOANN HOWER ADDRESS: 4122 Bell Circle Northlmoton PA 18067 E. NAME OF SELLER: EST ATE OF ANN M. BENNER ADDRESS: F. NAME OF LENDER ADDRESS: G. PROPERTY ADDRESS: 47 LEE ANN COURT, EAST PENNSBORO TOWNSHP. ENOLA. PA 17025 EIst Pennsboro townshlo H. SETTLEMENT AGENT. HomeSale Settlement Services, Inc., 717.671.9876 FAX 717-671.9676 PLACE OF SETTLEMENT: COLDWELL BANKER HOMESALE 3435 MARKET STREET CAMP HILL PA 17011 I. SmLEMENT DATE: 0713112007 J. SUMMARy R'S TRANSACTION: K. SUMMARY OF SEL N!:AC ION: 100. GROSS AMOUNT DUE FROM BORROWER 400. GROSS AMOUNT DUE TO SELLER '01 Coolract ,ales rxial 183000.00 401 Conlract ,ales Nice '83000.00 102 Personal P"""'" 402 Personai PronM' 1OJ. Settlemenl ";;;,.,, 10 borrower lline 1400\ 4189.51 403 '04. 404 105 405 Adiuslments tor items "'aid bu seller in advance Adio 's1ments for itttms "'aid bu se"er in advance 107 Counl' laxes 07/31/071012/31/07 228.88 407 Counl' laxes 07/31107 to 12131/07 228.88 108. School Taxes 07/311071006130/08 1 755.89 408. School Taxes 071311071008130108 1 755.89 109. SewerlTrash 07/31/071009130/07 78.13 409 SewerlTrash 07/311071009/30107 78.13 110 A,soc dues 071311071007/31/07 1.31 410. Assoc. dues 071311071007/31/07 1.31 111 411. 112 412 120. GROSS AMOUNT DUE FROM BORROWER '89 253.72 420. GROSS AMOUNT DUE TO SELLER '85064.21 200. AMOUNTS PAID BY OR ON BEHALF OF BORROWER 500. REDUCTIO~IS IN AMOUNT DUE TO SELLER 201. f1onnoil or earn'" mone' 6000.00 S01 Ex"'" no"""il ,M InSlruc1ion'\ 202. Ponco"'" amount of new loan, S02. Settlemenl ch~' 10 seller {hne 1400 13699.45 203. Exl,linn"""", taken su""'" 10 S03. Exl,llno loan' laken su""'" to 204. 504 Pavoff of First MorIOaoe Loan 205 505 206. 506. 207. Costs b' Seller , 000.00 S07. Co,t, b' Seller 1 000.00 208 508. 209 509 Adlustments for Items unDlid bv seller Adjustments for Items unoald bv seller 2'3 513 214 514. 2'5 515 216 516 217 517 218 518 219 519 220. TOTAL PAID BY/FOR BORROWER 7 000.00 520. TOTAL REDUCTION AMOUNT DUE SELLER 14 699.45 300. CASH AT SETTLEMENT FROM OR TO BORROWER 600. CASH AT SETTLEMENT TO OR FROM SELLER 301 Gross amount due from bo<rower line 120 189253.72 601 Gros, amounl due to seller line 420 185 064.21 302 Less amounts Mid hvnor borrower line 220\ 7000.00 602. Less redUOlion amounl due seller line 520\ 14 699.45 303. CASH FROM BORROWER 182 253.72 603. CASH TO SELLER 170 364.76 SUBSTITUTE FORM 1019 selLER STATEMENT: The inlorm.llOfl contained "'tr.m 11 lmpcw1tnl 1'1 lnlo""ation atIClll btinQ lumlJ"-S to 1M Internal Rewnue Service. 11 you 1ft rtclUlrld 10 Iile. ,alum. :....~~:::. ':::"Pr=~II=~~it ittl'l'lil ,equired to be ~"td tnd 1", IRS ~a ttI.l111\l1 nol bttn ,tPQf1td. ThtConlr.ct SIIt1 Pfa dt:Wlbedon =1==J~~~~=~~~J"==ol~~~~~.SalIare.chano'oIPr"ClpaIRetlcltnct1,loranygtifl.withYOUlncolMt"ftlufn~ro.olhtt'rln1lChonl. ~o:,=~~Ill.:=.'::=r-~(~~:::Undt'panalIieIOI~~r~l::=~~:':":''::iI~~~cc:~::r~nu=iCltQn TIN. SELLER!SI SIGNATUREtS). ___ SELLER(S) NEW MAILING "DOAESS. - 101m HUO' 1 (:!.'86) rill Handtloo_ '30~2 " PTr.Ioou.ldlt~...obIGl." U.S. DEPARTMENT DF HOUSING AND URBAN DEVELOPMENT FiI. Number: 07-467 PAGE 2 SETTLEMENT STATEMENT T1tieEx""'.. Settlemenl S .tem PMnled 0713112007 '115:36 KR L. SETTLEMENT CHARGES PAID FROM PAID FROM 700. TOTAL SALESI8ROKER'S COMMISSION b..ed on orlC~ .183 000.00 = 10 085.00 BORROWER'S SELLER'S Division of commission line 700 as f....lows: FUNDS AT FUNDS AT 701. t 4 600.00 10 R..Mo. Rllltv ASlocloteo SETTLEMENT SETTLEMENT 702 5 5465.00 10 CB Homesole Services Groun 1nc.. 703. Comm~.ion naid .. Seniemenl 915.00 9 150.00 800. ITEMS PAYABLE IN CONNECTION WITH LOAN 801. Loan Olioln.lion Fee '10 802. loan Discounl 'k 803. A~.,.a1 Fee 804. Credit R.oM 805. lender'.lns""""on F.. 806. MorIn""" Annllcalinn Fee 807. Tax SelVice Fee 808. Document "'""aration 809. Flood Certificalion 810. 811. 900. ITEMS REQUIRED BY LENDER TO BE PAID IN ADVANCE 901. InlMesl From 10 /illS Id., 902. MonaMf!! Insurance Premium for 10 903, Hazard Insurance Premium for 10 W. 905. 1000. RESERVES DEPOSITED WITH LENDER FOR 1001. Hazard Insulll1ce mo. Imo 1002. MorlOllOO Insurance mo. lmo 1003. CI'" Pr"""'" Tues mo. lmo 1004. Counl' Pr"""'" Taxes mo. ~ 45.21 lmo 1005. Sch~ Taxes mo. 158.95 Imo 1009. A""""'ate An....I. A"ustmenl 0.00 0.00 1100. TITLE CHARGES 1101. Sel11emenl or cIooinn lee 1102. Abslract or htle search 1103. rme exammation , 104. TillA insurance binder 1105 Documenl Pr.n.ralion 1106. Not",." Fees 10 Cash 5.00 10.00 1107. Attom.,'s'ees includes above items No' 1108. Title Insurance 10 HomeS.le Settlement Serviees 1261.01 includes above ilems No: 110111021103110.1 Rate' , I 109. Lend.f. Pol'" 1110. Owner'sPoliclI 183000.00 .1261.01 1111. 1112. 1113. 1200. GOVERNMENT RECORDING AND TRANSFER CHARGES 1201. R_dino Fee' Deed . 38.50 Morlo"".5 . Rei.... 5 38.50 1202. Ci"'lCoun'" lax/slamM D."" <1 830.00 Monn~e < 1 830.00 1203. 51.1. T ax/.,amn. Deed 51 830.00 . Morln""" 5 1 830.00 1204. 1205. 1300. ADDITIONAL SETTLEMENT CHARGES 1"'1 .uIV"' 1302:-p;','lns",",ion I"" Tr-n''''''''''' I- I R..Mo. Reallv Associates 295.00 1304. Tax Rece-;;;;; 10 RE.MIX Realtv Alsoelete. 7.00 1305. Home Warranly 10 American Home Shield 385.00 1306. SewerITrasll/JAS' 10 East Pennsboro T own.hin Authorltv 115.00 1307. lnilialion lee 10 Sherwood Court HOmeowne.. Assoc. 100.00 1308. Other D1.bursements 11520\ 40.00 1907.45 1400. TOTAL SETTLEMENT CHARGES lenl.r on lin.. 103 Section J and 502 Section K\ 4189.51 13 699.45 HUO CERTIFICATION OF BUYER A.NO SELLER ..:g-;~"""'::'i-"""""-~~-"_.'- 's~~J.~-C,E;," I 1\~heCti~Cv.&lC wARNING' IT IS A CRllr,IE TO KNOWINGLY lAAKE FALSE STATEMENTS TO THE UNITED STATES ON THIS OR ANY SIMILAR FOR"" PENAl. TIES UPON CONVICTION CAN INCLUDE It FINE AND IWPRISOHMENT. FOR OETAILS seE TITLE III u.s. CODE SECTION 1001 AND SECTION 1010 n...HUO.l sell.menl Ste!\Il'ftlt"l"""""" In..... pr~red;s.ll'I,...nd 1lCQI...~o'ltl;.I'."'aelio... .y~~~" ~'_"M'"NA"~~7jjr;:::;..~'- . ' . . rQl'm HUD' 13186\ rei HlncIboo~ 4305 2 U.S. DEPARTMENT OF HOUSING AND URBAN DEVELOPMENT SETTLEMENT STATEMENT Fl~ Numbe" 07-467 PAGE 3 TII~ExD<ess Seltlemenl Svslem nnled 07131/ 7 al 15:36 KR ITEMIZATION OF HUD LINE 1308 1500. SCHEDULE OF DISBURSEMENTS BUYER SELLER 1501. ASSOC. dues 10 Sherwood Court Homeowne" Assoc. 40.00 1502. 2007.08 School Tax 10 Debbie LUDOld Treasurer 1 907.45 1'\03. 1504. 1505. 1506. 1507. 1508. 1509 1510. 1511 1512. 1513. 1514. 1515. 1516. 1517. 1518. 1519. 1520. TOTAL HUD LINE 1308 EXPENSE: 40.00 1 907.45 200