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Home My WebLink About09-13-07 (3) REV-l500 EX (6-00) ClFFO'\L USE ONLY COMMONWEALTH OF PENNSYLVANIA DEPARTMENT OF REVENUE DEPT. 280601 HARRISBURG, PA 17128-0601 REV -1500 INHERITANCE TAX RETURN RESIDENT DECEDENT FILE I'oUMBER ~L COlMY CODE -.J2L 00166_ __ YEAR NUMBER SOCIAL SE~NUMBER 160-16 9375 llI1S RETURN MUST BE FILED IN DUPUCA TE WITH THE REGISTER OF WILLS SOCIAL SECLlRf'TY NUMBER .... Z W C W o W C DECEDENT'S NAME (LAST, FIRST, AND MIDDLE INITIAL) ~s~r ~ DAlE OF DEATH (MM-DD-YEAR) DAlE OF BIRTH (M~YEAR) 12/24/2006 11/26/1915 (IF APPLICABLE) SURVMNG SPOUSES NAME (LAST, FIRST, AND MIDDLE INITIAL) o [X] 1. Original Retum D 2. Supplemental Retum D 3. Remainder Retum (date of death prior to 12-13-82) D 4. Limited Estate D 4a. Future Interest Compromise (date of death afler 12-12-82) D 5. Federal Estate Tax Retum Required [X] 6. Decedent Died Testate (Attach copyof'MU) [X] 7. Decedent Maintained a Living Trust (Attach copy of Trust) _ 8. Total NumberofSare Deposit Boxes D 9. Litigation Proceeds Received D 10. Spousal Poverty Credit (dole of deoth between 12-31-91 ord 1-1-95) D 11. Election to tax under Sec. 9113(A)<AttochSchO) 1IHJS'$ECfiptlMusTj3~($MJ>tiTkDh~L(cOFiR~SPQtlPEN:cEAHbCONfib~NTlAillTAX;INi€oiijlAfiON.sH6utpBE.DiR~cTED1:&n'i;'; ."'....... NAME COMPLETE MAILING ADDRESS Linda J. Lundber Vice President POBox 308 FIRM NAME (If Applicable) ...;,:'.....,.,....-. .... ". ,.., .......... .... ",',""'" .,-...--.',....,-..".. . W ... ~~ o~ Woo :z::~ oQ.Q1 Q. -< I- Z W C Z o D.. (I) W a: a: o o PNC Bank, N.A. TELEPHONE NUMBER 717-730-2265 Camp Hill, PA 17001-0308 ;-..;) OfFICIAl useONL Y C:.:::> ._1 (f.l .-'1 -0 1. Real Estate (Schedule A) 0.00 0.00 0.00 0.00 52,126.55 0.00 (..) -r.:' :::'~: .t:"'" CO 1,483,975.61 27,325.15 1,456,650.46 289,780.36 1,166,870.10 0.00 0.00 12,295.53 159,661.10 171,956.63 <~::.:.;:{:-c:::-. -. J (1) (2) 9 2. Stocks and Bonds (Schedule B) 3. Closely Held Corporation, Partnership or Sole-Proprietorship (3) 4. Mortgages & Noles Receivable (Schedule D) 5. Cash, Balk Deposits & Miscellaneous Pl!ISOIlal Property (Schedule E) (4) (5) z o i= :3 :J !::: D- c:( o w ~ 6. Jointly O\WIed Property (Schedule F) (6) o Separate BDling Requested 7. Inter-Vivos Transfers & Miscellaneous Non-Probate Property (7) (Schedule G or L) --',:J -);"" 1,431,849.06 8. Total Gross Assets (total Lines 1-7) (8) 26,730.78 594.37 9. Funeral Expenses & Administrative Costs (Schedule H) (9) 10. Debts of Decedent, Mortgage LiabiJilies, & Liens (Schedule I) (10) 11. Total Deductions (total Lines 9 & 10) (11) 12. Net Value of Estate (Line 8 minus Line 11) 13. Charitable and Governmental Bequests/See 9113 Trusts for'Mlich aI eIecIion to tax has not been made (Schedule J) (12) (13) 14. Net Value Subject to Tax (Line 12 minus Line 13) SEE INSTRUCTIONS ON REVERSE SIDE FOR APPUCABLE RATES (14) z o i= -< I- :;) Q. :e o o )( -< I- 15. Amount of line 14 taxable atlhe spousal tax rate, or transfers under Sec. 9116 (a)(1.2) x.o L (15) x .0 45 (16) 0.00 0.00 102,462.77 1,064,407.33 16. Amount of Line 14 taxable atlineaJ rate 1 7. Amount of line 14 taxable at sibling rate x.12 (17) 18. Amount of Line 14 taxable at collateral rate x .15 (18) 19. Tax Due 20. D (19) CHECK HERE IF YOU ARE REQUESTING A REFUND OF AN OVERPAYMENT .",;->,: ...;,......;>..?:.>J3E$QR.;.tO'AN$W!;:ftAM.:.Ql.iE$IIQN$.O~~~$I;.$IQE:AI\Ip~CHECK MAtti .<<,y,' 3W4645 1.000 Decedent's Com lete Address: S1REET ADDRESS CumberJ.and CumberJ.and el1Y CarJ.isJ.e sdorf STAlE PA Tax Payments and Credits: 1. Tax Due (Page 1 Line 19) 2. Credits/Payments A. Spousal Poverty Credit B. Prior Payments C. Discount (1 ) 0.00 144,400.00 7,600.00 Total Credits (A + B + C) (2) 3. Interest/Penalty if applicable D. Interest E. Penalty 0.00 0.00 Total Interest/Penalty (0 + E) (3) 4. If Line 2 is greater than Line 1 + Line 3, enter the difference. This is the OVERPAYMENT. Check box on Page 1 Line 20 to request a refund (4) 5. If Line 1 + Line 3 is greater than Line 2, enter the difference. This is the TAX DUE. (5) A. Enter the interest on the tax due. (SA) B. Enter the total of Line 5 + SA. This is the BALANCE DUE. Make Check Pa able to: REGISTER OF WILLS, AGENT (5B) ZIP 17018- 171,956.63 152,000.00 0.00 0.00 19,956.63 0.00 19,956.63 PLEASE ANSWER THE FOLLOWING QUESTIONS BY PLACING AN "X" IN THE APPROPRIATE BLOCKS Yes [K] [K] D D without receiving adequate consideration? . . . . . . . . . . . . . . . . . . . . . . . . . . .. D 3. Did decedent own an "in trust for" or payable upon death bank account or security at his or her death? D 4. Did decedent own an Individual Retirement Account, annuity, or other non-probate property which contains a beneficiary designation? . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. [X] D IF THE ANSWER TO ANY OF THE ABOVE QUESTIONS IS YES, YOU MUST COMPLETE SCHEDULE G AND FILE IT AS PART OF THE RETURN. Under penalties of perjury, I declare that I have examined this return. induding accompanying schedules and statements, and to the best of my knowledge and belief, H is true, correct and complete. Declaration of preparer other than the personal representatiYe is based on all information of which preparer has any knowledge. SIGNAl1JRE P~RSON ONSIB OR FIL REl1JRN . , 1 . Did decedent make a transfer and: a. retain the use or income of the property transferred;. . . . . . . . . . . . . . . b. retain the right to designate who shall use the property transferred or its income; . c. retain a reversionary interest; or . . . . . . . . . . . . . . . . . . . . . . . . d. receive the promise for lite of either payments, benefits or care? . . . . . . . . . 2. If death occurred after December 12, 1982, did decedent transfer property within one year of death By: , Linda J Lundberg, Vice President ADDRESS P.O. Box 308, Camp H , PA 17001-0308 SIGNAl1JRE OF PREPARER Oll-tER ll-tAN REPRESENTAllVE No D D ~ ~ og ~ C\ ADDRESS DATE For dates of death on or after July 1, 1994 and before January 1, 1995, the tax rate inposed on the net value of transfers to or for the use of the surviving spouse is 3% [72 P.S.9 9916 (a) (1.1) (i)]. For dates of death on or after January 1, 1995, the tax rate imposed on the net value of transfers to or for the use of the surviving spouse is 0% [72 P.S. 99116 (a) (1.1) (ii)] The statute does not exempt a transfer to a surviving spouse from tax, and the statutory requirements for disclosure of assets and filing a tax 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 rale 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 0% [72 P.S. 9 9116(a)(1.2)]. The tax rale imposed on the net value of transfers to or for the use of the decedent's lineal beneficiaries is 4.5%, except as noted in 72 P.S. 99116(1.2) [72 P.S. 99116(a)(1)]. The tax rate imposed on the net wlue of transfers to or for the use of the decedent's siblings is 12% (72 P.S. 9 9116(a)(1.3)]. A sibling is defined, under Section 9102, as an individual who has at least one parent in common with the decedent, whether by blood or adoption. 3W46461.0oo REV.l508 EX + (6-98) COMMONWEAllH OF PENNSYlVANIA INHERITANCE TAX RETURN RESIDENT DECEDENT SCHEDULE E CASH, BANK DEPOSITS, & MISC. PERSONAL PROPERTY ESTATE OF Ka thrvn O. Kis ter FILE NUMBER 21 07 00166 Include the proceeds of litigation and the date the proceeds ~ received by the estate. AI property jolnlly-owned with the right of survivorship must be disclosed on Schedule F. ITEM NUMBER DESCRIPTION VALUE AT DATE OF DEATH 1 PNC Bank, N.A. Checking a/c #50-0089-9709 Interest accrued to 12/24/2006 500.00 0.12 2 MetLife Annuity payment due decedent 2,156.33 3 U.S. Treasury Refund of 2006 life period personal income tax 3,776.00 4 Commonwealth of Pennsylvania Proceeds of unclaimed property for Integra Hotels di vidends due Paul D. Kister 19.89 5 Penn Treaty Network Refund of unused premium 166.08 6 Diakon Lutheran Social Ministries Refund of patient account balance 1,242.14 7 Reader's Digest Refund of unused subscription 1.42 8 Highmark Refund due to policy cancellation 31. 06 9 Washington National Insurance Company Refund of unused premium 498.51 10 Discover Card Refund of overpayment on credit card account 20.00 11 Diakon Lutheran Social Ministries Refund of portion of fee paid for cottage 43,715.00 3W46AD 1.000 TOTAL (Also enter on line 5 Recaoitulation\ $ (If more space is needed, insert additional sheets of the same size) 52,126.55 REV-1510 EX + (6-98) SCHEDULE G INTER-VIVOS TRANSFERS & MISC. NON-PROBATE PROPERTY COMMONWEAL 1H OF PENNSYLVANIA INHERITANCE TAX RETURN RESIDENT DECEDENT ESTATE OF Kathryn O. Kister FILE NUMBER 21 07 00166 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. ITEM NUMBER 1. DESCRIPTION OF PROPERlY N:lI..CETl-ENtt.MEOF1l-eTRANSFEREE. THEIR RELATIONSHIP TO DECEDENT /iN:) l'tE DAlE OF TRANSFER. ATTACHACOPY OFTtE DEED FOR REAl.. ESTATE. MetLife Investors Insurance Company Annuity contract #2032153 2 The Capitol Life Insurance Company Annuity Contract #C1053423ACL Kathryn O. Kister IRA PNC Bank, N.A., Custodian a/c #27-27-001-3924263 3 200 Shares Bank Amer Corp Common New York Stock Exchange CUSIP: 060505104 4 200 Shares Baxter IntI Inc Common New York Stock Exchange CUSIP: 071813109 Dividend accrued on 12/24/2006 5 300 Shares Bellsouth Corp Common New York Stock Exchange CUSIP: 079860102 6 7,360.212 Shares Blackrock Fds Low Durtn Instl Mutual Funds, Money Market Fds CUSIP: 091928283 7 1,241.721 Shares Blackrock Fds IntI Bd Instl Mutual Funds, Money Market Fds CUSIP: 091928457 DATE OF DEATH VALUE OF ASSET % OF DECD'S INTEREST 142,242.49 100.0000 84,508.46 100.0000 10,704:50 100.0000 9,245.00 100.0000 116.40 100.0000 13,823.25 100.0000 72,645.29 100.0000 13,820.35 100.0000 Total from continuation sched les . TOTAL (Also enter on line 7, Recapitulation) $ 3W46AF 1.000 (If more space is needed, insert addttional sheets of the same size) EXCLUSION IF APPLICABLE! 0.00 0.00 0.00 0.00 0.00 0.00 0.00 TAXABLE VALUE 142,242.49 84,508.46 10,704.50 9,245.00 116.40 13,823.25 72,645.29 13,820.35 1,084,743.32 1.431.849.06 Estate of: Kathryn O. Kister Item No. Description 8 72 Shares Conocophillips Common New York Stock Exchange CUSIP: 20825C104 9 200 Shares Dell Inc Common NASDAQ CUSIP: 24702R101 10 200 Shares Exelon Corp Common New York Stock Exchange CUSIP: 30161N101 11 200 Shares Exxon Mobil Corp Common New York Stock Exchange CUSIP: 30231G102 12 100 Shares Fortune Brands Inc Common New York Stock Exchange CUSIP: 349631101 13 500 Shares General Elec Co Common New York Stock Exchange CUSIP: 369604103 14 100 Shares Johnson & Johnson Common New York Stock Exchange CUSIP: 478160104 15 200 Shares Medtronic Inc Common New York Stock Exchange CUSIP: 585055106 Schedule G (Page 2) Tqtal (Carry forward to main schedule) DOD Value of Asset % Interest 5,153.58 100.0000 5,110.00 100.0000 12,292.00 100.0000 15,159.00 100.0000 8,341.75 100.0000 18,962.50 100.0000 6,566.50 100.0000 10,678.50 100.0000 Exclusion 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 160-16-9375 Taxable Value 5,153.58 5,110.00 12,292.00 15,159.00 8,341.75 18,962.50 6,566.50 10,678.50 82,263.83 Estate of: Kathryn O. Kister Schedule G (Page 3) Item No. Description 16 200 Shares ppl Corp Common New York Stock Exchange CUSIP: 69351T106 Dividend accrued on 12/24/2006 17 300 Shares Paychex Inc Common NASDAQ Stocks CUSIP: 704326107 18 100 Shares Pepsico Inc Common New York Stock Exchange CUSIP: 713448108 Dividend accrued on 12/24/2006 19 400 Shares Schlumberger Ltd Common New York Stock Exchange CUSIP: 806857108 Dividend accrued on 12/24/2006 20 200 Shares United Technologies Corp Common New York Stock Exchange CUSIP: 913017109 21 200 Shares Zimmer Hldgs Inc Common New York Stock Exchange CUSIP: 98956P102 22 Fidelity Money Market Institutional Class Fd CUSIP: 999136427 Kathryn O. Kister Living Trust originally dtd March 27, 1997, as completely Amended and Restated on March 22, 2001 Copy of instrument attached Total (Carry forward'to main schedule) DOD Value of Asset % Interest 7,170.50 100.0000 55.00 100.0000 11,980.50 100.0000 6,312.25 100.0000 30.00 100.0000 25,235.00 100.0000 50.00 100.0000 12,546.50 100.0000 15,544.00 100.0000 8,237.99 100.0000 Exclusion 0.00 0.00 0.00 0.00 0.00 0.00 0.00 160-16-9375 Taxable Value 7,170.50 55.00 11,980.50 6,312.25 30.00 25,235.00 50.00 12,546.50 15,544.00 8,237.99 87,161.74 Estate of: Kathryn O. Kister 160-16-9375 Schedu1e G (Page 4) Item No. Description DOD Va1ue of Asset % Interest Exc1usion Taxab1e Va1ue 23 100 Shares Amgen Inc CUSIP: 031162100 6,881.25 100.0000 0.00 6,881.25 24 132 Shares BpPLC Ad.r Sponsored New York Stock Exchange CUSIP: 055622104 8,808.69 100.0000 0.00 8,808.69 25 300 Shares Bank Amer Corp Common New York Stock Exchange CUSIP: 060505104 16,056.75 100.0000 0.00 16,056.75 26 10,000 Par Beaver County PA 5.150% dtd 11/01/1997 due 10/01/2017 CUSIP: 074851kt2 10,113.40 100.0000 0.00 10,113.40 Interest accrued to 12/24/2006 120.17 100.0000 120.17 27 7,477.567 Shares B1ackrock Fds Mngd Inc Prt In Mutua1 Funds, Money Market Fds CUSIP: 091928606 74,850.45 100.0000 0.00 74,850.45 Dividend accrued on 12/24/2006 208.20 100.0000 208.20 28 669.708 Shares Ca1amos Invt Tr New Growth Fd Mutua1 Funds, Money Market Fds CUSIP: 128119302 35,936.53 100.0000 0.00 35,936.53 29 15,000 Par Char1eroi PA Area Sch Auth 6.00% dtd 10/15/1999 due 10/01/2017 CUSIP: 159754HQ6 Interest accrued to 12/24/2006 15,937.88 100.0000 210.00 100.0000 0.00 15,937.88 210.00 30 20,000 Par Coca1ico Sch Dist PA Lancaster 5.00% dtd 9/15/1998 due 2/15/2015 CUSIP: 191258KB7 20,489.40 100.0000 0.00 20,489.40 Tota1 (Carry forward to main schedu1e) 189,612.72 Estate of: Kathryn O. Kister Schedule G (Page 5) Item No. Description Interest accrued to 12/24/2006 31 528 Shares Exxon Mobil Corp Common New York Stock Exchange CUSIP: 30231G102 32 600 Shares Fpl Group Inc Common New York Stock Exchange CUSIP: 302571104 33 100 Shares Fortune Brands Inc Common New York Stock Exchange CUSIP: 349631101 34 400 Shares General Elec Co Common New York Stock Exchange CUSIP: 369604103 35 62 Shares Hanesbrands Inc. Common New York Stock Exchange CUSIP: 410345102 36 696.106 Shares Harbor Fd Intl Fd Inst Mutual Funds, Money Market Fds CUSIP: 411511306 37 300 Shares Hershey Foods Corp Common New York Stock Exchange CUSIP: 427866108 Total (Carry forward to main schedule) DOD Value of Asset % Interest 361.11 100.0000 40,019.76 100.0000 32,814.00 100.0000 8,341.75 100.0000 15,170.00 100.0000 1,447.86 100.0000 42,525.12 100.0000 15,060.00 100.0000 Exclusion 0.00 0.00 0.00 0.00 0.00 0.00 0.00 160-16-9375 Taxable Value 361.11 40,019.76 32,814.00 8,341.75 15,170.00 1,447.86 42,525.12 15,060.00 155,739.60 Estate of: Kathryn O. Kister Schedule G (Page 6) Item No. Description 38 450 Shares Home Depot Inc Common New York Stock Exchange CUSIP: 437076102 39 800 Shares Intel Corp Common NASDAQ Stocks CUSIP: 458140100 40 200 Shares International Business Machs Common New York Stock Exchange CUSIP: 459200101 41 400 Shares Johnson & Johnson Common New York Stock Exchange CUSIP: 478160104 42 200 Shares Kinder Morgan Inc Kans Common New York Stock Exchange CUSIP: 49455P101 43 200 Shares Medtronic Inc Common New York Stock Exchange CUSIP: 585055106 44 200 Shares Microsoft Corp Common NASDAQ Stocks CUSIP: 594918104 45 200 Shares Paychex Inc Common NASDAQ Stocks CUSIP: 704326107 Total (Carry forward to main schedule) DOD Value of Asset % Interest 17,508.38 100.0000 16,165.30 100.0000 19,097.50 100.0000 26,266.00 100.0000 21,139.50 100.0000 10,678.50 100.0000 5,944.00 100.0000 7,987.00 100.0000 Exclusion 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 160-16-9375 Taxable Value 17,508.38 16,165.30 19,097.50 26,266.00 21,139.50 10,678.50 5,944.00 7,987.00 124,786.18 Estate of: Kathryn O. Kister Schedule G (Page 7) Item No. Description 46 5,000 Par Pennsylvania State 5.50% dtd 10/01/1999 due 10/01/2013 CUSIP: 709141LJ2 Interest accrued to 12/24/2006 47 200 Shares Pepsico Inc Common New York Stock Exchange CUSIP: 713448108 Dividend accrued on 12/24/2006 48 200 Shares Procter & Gamble Co Common New York Stock Exchange CUSIP: 742718109 49 13,464.991 Shares Rowe T Price Summit Mlln Fds Mlln Income Fd Mutual Funds, Money Market Fds CUSIP: 77957N308 Dividend accrued on 12/24/2006 50 1,756.819 Shares Rowe T Price Md-Cp VI Fd Inc Common Mutual Funds, Money Market Fds CUSIP: 77957Y106 51 500 Shares Sara Lee Corp Common New York Stock Exchange CUSIP: 803111103 Dividend accrued on 12/24/2006 52 10,111.223 Shares Schroeder Ser Tr St Mllni Bd Inv Mutual Funds, Money Mkt Fds CUSIP: 808090831 Dividend accrued on 12/24/2006 Total (Carry forward to main schedule) DOD Value of Asset % Interest 5,292.23 100.0000 64.17 100.0000 12,624.50 100.0000 60.00 100.0000 12,793.50 100.0000 150,942.55 100.0000 407.16 100.0000 44,535.36 100.0000 8,487.50 100.0000 50.00 100.0000 100,707.78 100.0000 249.53 100.0000 Exclusion 0.00 0.00 0.00 0.00 0.00 0.00 0.00 160-16-9375 Taxable Value 5,292.23 64.17 12,624.50 60.00 12,793.50 150,942.55 407.16 44,535.36 8,487.50 50.00 100,707.78 249.53 336,214.28 Estate of: Kathryn o. Kister 160-16-9375 Schedule G (Page 8) Item No. Description DOD Value of Asset % Interest Exclusion Taxable Value 53 25,000 Par Southwest Delaware County PA Mun 5.00% dtd 7/15/1998 due 8/01/2017 CUSIP: 844810EE7 25,492.75 100.0000 0.00 25,492.75 Interest accrued to 12/24/2006 500.00 100.0000 500.00 54 200 Shares Stryker Corp Common New York Stock Exchange CUSIP: 863667101 10,983.78 100.0000 0.00 10,983.78 55 10,000 Par Titusville PA Area Sch Dist 5.25% dtd 7/01/1997 due 7/01/2012 CUSIP: 888675CB9 10,084.65 100.0000 0.00 10,084.65 Interest accrued to 12/24/2006 253.75 100.0000 253.75 56 200 Shares United Technologies Corp Common New York Stock Exchange CUSIP: 913017109 12,546.50 100.0000 0.00 12,546.50 57 200 Shares Wachovia Corp Common New York Stock Exchange CUSIP: 929903102 11,398.58 100.0000 0.00 11,398.58 58 200 Shares Wal Mart Stores Inc Common New York Stock Exchange CUSIP: 931142103 9,094.50 100.0000 0.00 9,094.50 Dividend accrued on 12/24/2006 33.50 100.0000 33.50 59 28,530.27 Shares Blackrock Liquid Fund Cash balance 28,530.27 100.0000 0.00 28,530.27 Dividend accrued on 12/24/2006 46.69 100.0000 46.69 Total (Carry forward to main schedule) 108,964.97 REV-1511 EX + (12-99) SCHEDULE H FUNERAL EXPENSES & ADMINISTRATIVE COSTS COMMONVllEALTH OF PENNSYLVANIA INl-ERlTANCETAX RETURN RESIDENT DECEDENT ESTATE OF Kathryn 0.' Kister ITEM NUMBER A. B. 3W46AG 1,000 FILE NUMBER 21 07 00166 Debts of decedent must be reported on Schedule I. DESCRIPTION 1. FUNERAL EXPENSES: W. Orville Kimmel Funeral Home Total from continuation schedules 1. ADMINISTRATIVE COSTS: Personal Representative's Commissions Name of Personal Representative(s) PNC Bank , N. A. Social Security Number(s) I EIN Number of Personal Representative(s) Street Address P.O. Box 308 City Camp Hill Year(s) Commission Paid: to be paid State PA Zip 17001 2. Attorney Fees 3. Family Exemption: (If decedent's address is not the same as claimant's, attach explanation) Claimant Street Address City State Zip Relationship of Claimant to Decedent 4. Probate Fees 5. Accountant's Fees 6. Tax Return Preparer's Fees 7. 1 Register of Wills of Cumberland County Fee for filing inheritance tax return and inventory 2 Cumberland Law Journal Legal advertising fee Total from continuation schedules . TOTAL (Also enter on line 9, Recapitulation) $ (If more space is needed, insert additional sheets of the same size) AMOUNT 2,309.15 289.12 16,795.00 7,000.00 110.00 30.00 75.00 122.51 26.730.78 Estate of: Kathryn O. Ki.ster 160-16-9375 Schedule H Part 1 (Page 2) Item No. Description .Amount 2 Ka thryn Wert Reimburse for funeral luncheon 289.12 Total (Carry forward to main schedule) 289.12 Estate of: Kathryn o. Kister 160-16-9375 Schedule H Part 7 (Page 2) 3 MacElree Harvey Ltd. Reimbursement for legal advertising 122.51 Total (Carry forward to main schedule) 122.51 REV-1512 EX + (12-03) COMMONWEAL l'H OF PENNSYLVANIA INHERITANCE TAX RElURN RESIDENT DECEDENT ESTATE OF Ka thryn O. Kister SCHEDULE I DEBTS OF DECEDENT, MORTGAGE LIABILITIES, & LIENS FILE NUMBER 21 07 00166 Report debts incurred by the decedent prior to death which remained unpaid as of the date of death, including unreimbursed medical expenses. ITEM NUMBER DESCRIPTION VALUE AT DATE OF DEATH 1. Penna Dept. of Revenue Balance due 2006 life period personal income tax 176.00 2 U.S. Treasury Additional balance due 2005 personal income tax 329.65 3 Continuing Care Rx Monthly pharmacy balance due 88.72 3W46AH 2.000 TOTAL (Also enter on line 10, Recapitulation) $ (If more space is needed, insert additional sheets of the same size) 594.37 REV-1513 EX+ (9-00) COMMONWEAllH OF PENNSYlVANIA INHERITANCE TAX RElURN RESIDENT DECEDENT ESTATE OF Ka thrvn o. Kister SCHEDULE J BENEFICIARIES NUMBER I 1 NAME AND ADDRESS OF PERSON(S) RECEIVING PROPERTY TAXABLE DISTRIBUTIONS [include outright spousal distributions, and transfers under Sec. 9116 (a) (1.2)] Marion R. Detwiler 2 Riverview Drive Rochester, NH 03857 FILE NUMBER 21 07 00166 RELATIONSHIP TO DECEDENT AMOUNT OR SHARE Do Not List Trustee(s) OF ESTATE 1/6 of MetLife annuity per Sch. G item #1: 23,707.08 12.5% of Residue: 128,078.45 Niece 151,785.53 2 Ka thryn F. Wert 4466 Valley Road Shermans Dale, PA 17090 1/6 of MetLife annuity per Sch. G item #1: 23,707.08 20% of Residue: 204,925.52 Niece 228,632.60 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 B. CHARITABLE AND GOVERNMENTAL DISTRIBUTIONS 1 Buffalo Presbyterian Church 803 16th Street Greensboro, NC 27405 1/9 share of IRA per Sch. G 32,197.82 3W46AI 1.000 TOTAL OF PART 11- ENTER TOTAL NON-TAXABLE DISTRIBUTIONS ON LINE 13 OF REV-1500 COVER SHEET (If more space is needed, insert additional sheets of the same size) $ 289 780.36 Estate of: Kathryn O. Kister 160-16-9375 Schedule J Part 1 (Page 2) Item No. Description Relation Amount 3 Eric C. Wert 1316 Calle Cantar Henderson, NV 89012 5% of Residue: 51,231.38 Great Nephew 51,231.38 4 Jeffrey W. Wert 4466 Valley Road Shermans Dale, PA 17090 5% of Residue: 51,231.38 Great Nephew 51,231. 38 5 Charles L. Hoerner, Jr. 5741 Kenwood Avenue Harrisburg, PA 17112 1/6 of MetLife annuity per Sch. G item #1: 23,707.08 5% of Residue: 51,231.38 Cousin 74,938.46 6 Richard S. Hoerner 522 Highland Avenue Middletown, PA 17057 1/6 of MetLife annuity per Sch. G item #1: 23,707.08 5% of Residue: 51,231.38 Cousin 74,938.46 7 Nicholas L. Lombardi, III 56 Mallard Drive Alton, NH 03809 5% of Residue: 51,231.38 Great Nephew 51,231. 38 8 John R. Hoerner 436 Second St. Highspire, PA 17034 1/6 of MetLife annuity per Sch. G item #1: 23,707.09 5% of Residue: 51,231.38 Cousin 74,938.47 Estate of: Kathryn o. ~ster 160-16-9375 Schedule J Part 1 (Page 3) Item No. Description Relation Amount 9 Harriet o. Fasick c/o Kathryn F. Wert 4466 Valley Road Shermans Dale, PA 17090 10% of Residue: 102,462.76 Sister 102,462.77 10 Cindy M. Schultz 4 Gould Street Billerica, MA 01821 5% of Residue: 51,231.38 Great Niece 51,231. 38 11 George E. Detwiler, Jr. 10 Eagle Road Phoenixville, PA 19460 1/6 of MetLife annuity per Sch. G item #1: 23,707.08 12.5% of Residue: 128,078.45 Nephew 151,785.53 12 Jennifer L. Shaner 804 Coventry Pointe Lane Potts town, PA 19465 5% of Residue: 51,231.38 Great Niece 51,231. 38 13 George E. Detwiler, III 10 Eagle Road Phoenixville, PA 19460 5% of Residue: 51,231.38 Great Nephew 51,231. 38 Estate of: Kathryn O. Kister 160-16-9375 Schedule J Part 2 (Page 2) Item. No. Description Amount 2 AAS Consistory Valley of PA Scottish Rites Mason of PA PO Box 2423 Harrisburg, PA 17105-2423 1/9 share of IRA per Sch. G 32,197.82 3 Zembo Temple AAOMS 2801 N. 3rd Street Harrisburg, PA 17110 1/9 share of IRA per Soh. G 32,197.82 4 American Red Cross 1804 N. 6th Street PO Box 5740 Harrisburg, PA 17110-0740 1/9 share of IRA per Soh. G 32,197.82 5 Arthritis Foundation 3544 N. Progress Ave,. Suite 204 Harrisburg, PA 17110 1/9 share of IRA per Soh. G 32,197.82 6 Billy Graham Evangelistic Assn. 1 Billy Graham Parkway Charlotte, NC 28201 1/9 share of IRA per Sch. G 32,197.82 7 American Cancer Society Cumberland County Unit 117 N. Hanover Street Carlisle, PA 17013 1/9 share of IRA per Sch. G 32,197.81 8 Alzheimer's Assn. Greater PA Chapter 3544 N. Progress Avenue Harrisburg, PA 17110 1/9 share of IRA per Sch. G 32,197.82 Estate of: Kathryn O. Kister 160-16-9375 Schedule J Part 2 (Page 3) Item No . Description Amount 9 American Kidney Fund 6110 Executive Blvd., Suite 1010 Rockville, MD 20852 1/9 share of IRA per Sch. G 32,197.81 -- Last Will .. of KATHRYN O. KISTER I, KATHRYN O. KISTER, of Carlisle, Cumberland County, Pennsylvania, make this Will and revoke all of my prior wills and codicils. Article One My Family I am married and my spouse's name is PAUL D. KISTER. All references to "my spouse" in my Will are to him. I have no children, living or deceased. Article Two Distribution of My Property Section 1. Pour-Over to My Living Trust All of my property of whatever nature and kind, wherever situated, shall be distributed to my revocable living trust. The name of my trust is: PNC BANK, NATIONAL ASSOCIATION, sole Trustee, or their successors in trust, under the KATHRYN O. KISTER LIVING TRUST, dated June 4, 1997, and any amendments thereto. 1 1// Section 2. Alternate Disposition .A If my revocable living trust is not in effect at my death for any reason whatsoever, then all of my property shall be disposed of under the terms of my' revocable living trust as if it were in full force and effect on the date of my death. Section 3. Testamentary Trust If my spouse survives me, I authorize my personal representative, in my personal representative's sole and absolute discretion, to establish, with the assets of my probate estate, if any, or with any property distributed to my personal representative from my Trustee, a testamentary trust (or trusts) for the benefit of my spouse and my other beneficiaries under the same terms and conditions of my revocable living trust as it exists at the date of my death. I appoint the Trustee and successor Trustee named in my revocable living trust as the Trustee and successor Trustee of my testamentary trust(s). The Trustee of my testamentary trust(s) shall have all the administrative and investment powers given to my Trustee in my revocable living trust and any other powers granted by law. My Trustee shall be under no obligation to distribute property directly to my personal representative, but rather may distribute such property directly to the Trustee of the testamentary trust(s). Any property distributed to my testamentary trust(s) by the Trustee of my revocable living trust shall be distributed by the Trustee of my testamentary trust(s) in accordance with the terms and conditions of my revocable living trust as it exists on the date of my death. . . .' ".." ,- ....". '" ,-'.' My personal representative shall have the power to peIform all acts 'reasonably necessary to administer my estate, as well as any powers set forth in the statutes in the Comnionwealth of Pennsylvania relating to the powers of fiduciaries. 2 ~f Article Four .. Payment of Expenses and Taxes and Tax Elections Section 1. Cooperating with the Trustee of My Living Trust I direct my personal representative to consult with the Trustee of my revocable living trust to determine whether any expense or tax shall be paid from my trust or from my probate estate. Section 2. Tax Elections My personal representative, in its sole and absolute discretion, may exercise any available elections with regard to any state or federal tax laws. My personal representative, in its sole and absolute discretion, may elect to have all, none, or part of the property comprising my estate for federal estate tax purposes qualify for the federal estate tax marital deduction as qualified terminable interest property under Section 2056(b )(7) of the Internal Revenue Code. My personal representative shall not be liable to any person for decisions made in good faith under this Section. , ,. ,,,,"',.-:.~:,,~ ~ ,-,. \' , , ' ".,' , . ,:." f~!' ',.".,:' ;:~;'-,':_,:,~,_,> c' . . _ Section 3. All expel1.Ses alld claims and all estate, inheritance, and death taxes, excluding any generation-skipping transfer tax, resulting from my death and which are incurred as a result of property passing under the terms of my revocable living trust or through my probate estate shall be paid without apportionment and without reimbursement from any person. However, expenses and claims, and all estate, inheritance, and death taxes assessed with regard to property passing outside of my revocable living trust or outside of my probate estate, but included in my gross estate for federal estate tax purposes, shall be chargeable against the persons receiving such property. 3 -i/~ """. ......"1.-< '::"""-"~~""~:"~~~~""r",_~~~ Article Five ~ Appointment of My Personal Representative Section 1. Appointment of my Personal Representative I appoint PNC BANK, NATIONAL ASSOCIATION to be my personal representative. Section 2. Compensation of Personal Representative I direct that my personal representatives not be required to furnish bond, surety, or other security. My Corporate Trustee shall be entitled to compensation for its services in accordance with its standard schedule of charges currently in effect at the time its services are called upon from time to time during the period over which such services are performed. Section 3. Concerning Self-Dealin~, et al. No rule of law against self-dealing, divided loyalty, or conflict of interest shall be applied to render any transaction effected by the fiduciaries void, voidable, or otherwise subject to attack solely for violation of such rule, nor shall the fiduciaries incur any liability, nor shall any fiduciary coIllIllissions. for acting hereunder be reduced, solely for violation of such rule. Any. transaction which involves self-dealing, divided loyalty, or conflict of intete~t by the fiduciaries shall be judged by the rules of law which would apply to the same transaction at arm's length between strangers free of any element of self-dealing, divided loyalty, or conflict of interest. Thus, by way of illustration and not of limitation, all fiduciaries are authorized, without giving any notice required by statute, to: 1. Employ and compensate any fiduciary or any affiliate as broker, agent, or professional advisor for any purpose. 2. Borrow from the commercial department of any corporate fiduciary or any affiliate at current interest rates. 4 f,t ", -. .... "_.~ "-'~."""-"-''''''''..,...,,~'''l"':'''-'~'''''~~~':f'~~-:J'I''-.'''''.'''~''''''~"':-...."~~~..,~~:'~,.~~;"l'"':"r:-!';.~...:,;;"._;:,,.:~~,-,, "'.'~-~~~':'~;':'"~:''?:i'!,..~.r:lI,t~..~:,,,.II~~'-:''r'~,):~{''' _-,__:~ 3. Buy, retain, and sell any debt or equity security issued or underwritten ... -. ... -'-:""'!ii'i'~ by any corporate fiduciary or any affiliate and any debt security secured, . .. supported, and/or otherwise enhanced by a letter of credit issued by any .J corporate fiduciary or any affiliate. 4. Buy, retain, and sell any security of any investment company or trust registered under the Investment Company Act of 1940 to which any corporate fiduciary or any affiliate renders services for compensation. 5. Buy property from or sell property to any beneficiary or fiduciary acting hereunder or otherwise on arm's length terms. An "affiliate" means any entity which owns, directly or indirectly, an interest in any corporate fiduciary, any entity in which any corporate fiduciary owns an interest, directly or indirectly, and any entity in common control with any corporate fiduciary. I have initialed all of the pages of this Will, and have signed it on March 22, 2001. ~~c!~~ O. KI TER 5 ~. . ..,:-- n__"'- ,." ~ "~".'''''-~7 '~' ~., 't'..;,\ """'l"'''''''~'~:-:":"'~~~~.!..~~:r-W:?~7:::'''~~'';:>:~'~~~'~:':''J.~'~~'~f~~",-,,~:~;}~~]~,,*~~~~~ .J The foregoing Will was, on the day and year written above, published and declared by KATHRYN O. KISTER in our presence to be her Will. We, in her presence and at her request, and in the presence of each other, have attested the same and have signed our names as attesting witnesses and have initialed each page. We declare that at the time of our attestation of this Will, KATHRYN O. KISTER was, according to our best knowledge and belief, of sound mind and memory and under no undue duress or constraint. ~~~ WITNESS Address: l4JeJ-r~'-ft.v, FA- r ~~/~ WITNESS Address: lH~cA~lc.~I~, ~ 6 ~NC Complete Account Statement 'NC Wealth Management o PNCBANK . ", . For the period 11/30/2006 to 12/28/2006 Primary account number: 50-0089-9709 ~~1~2 . Number of enclosures: 0 KATHRYN 0 KISTER PO BOX 308 CAMP HIll PA 17001-0308 8 For 24-hour banking, a nd transaction or interest rate information, sign on to 'It PNC Bank Online Banking at pnc.com. For customer selVice 03111-888-762-6226 between the hours of 6 AM and Midnight ET. PNC BANI<. RECEIVED Moving? Please contact us at 1-888-762-6226 ,IAN 04 2007 IM&T CPA E8:J Write to: Customer Service PO Box 609 Pittsburgh PA 15230-9738 Q Visit us at pnc.com iii TOO terminal: 1-800-531-1648 }'or hear ing impair ed clients only IMPORTANT ACCOUNT INFORMATION Amendment to the Consumer Schedule of Service Charges and Fees TIle information stated below amends certain infonnation in our Consumer Schedule of Service Charges and Fees. All other information in the Schedule continues to apply to your account. Please review the following infonnation and retain it with your records Effective February 2, 2007 Other Account Charges and Sernces InsufficientJUnavailable Funds Fee * $31 - $36 per item based on the nwnber of insufficientlunavailabie items during the current and previous eleven service charge cycles: 1 -- 3 items $31 4 -- 6 items $34 7 or more $36 Continuous Overdraft Fee * $6 assessed each day your account remains overdrawn for a period greater than 4 consecutive calendar days, up to a maximum of$30. This charge is in addition to any insufficientJunavailable funds fees assessed. International Sernces International Checks * $40 per check PNC COIDplete Interest Checking Account Summary Account number: 50-0089-9709 Kathryn 0 Kister 916.13 Ending balance 500.14 Please see the Activity Detail section for additional information. Balance Summary 500.13 Deposits and other additions 916.14 Checks and other deductions Beginning balance Average monthly balance 689.55 Charges and fees .00 FORM953R-l00 Individual Retirement Account Adoptlon Agreement 0PNCADvIsoRS 1lIc 'l1lIIddlII.............. riOI II 1'1'" \", , A. ~guIar IRA (including spousal) for tax year ;lc02- B. 660 Day RolloWI' OR D Direct RolloWI' OR D Asset Transfer C. D SEP-IRA. NlII11e of Employer D. D From a qualified employer plm OR "f From IIIIOther IRA OR D From a SEP-IRA B. InVElII8D8gemcnt IRA; Custodian bas discretion'OW!' inves1meDtI (Article X applies). Prior approva1 of investments by account bolder" D is ~is~~ . D Sel' IRA; D lIl:COUllt holder OR D outside investment advisor directs investments (Article IX applies). IV 7()lh !Zld!(J\ 1 1(...,llll: d'" By signing below, I certify that I IDl DOt roBing _ l1li)' required minimun distn'buliOas from the distributing plm, or I certify that I have a1=dy sstisfied my required minimum for the IRA being rollc!d over or tr8Dsferred from mother IRA. 0 0 Address: Relationship: Share: % Primary Contingent Name: SSN: Birthdalc: 0 0 Address: Relationship: Share: % Primary Contingent Name: SSN: Birthdale: 0 0 Address: Relationship: Share: % Primary Contingent NlII11e: SSN: Birthdate: o 0 Address: R.e\ationship: Share: % If the PrImary or CoatIDaeat Beaelldary bosls Dot cheeked lor a beaefldary, the beaefldary wm be deemed to be a Primary Beaelldary. ID the event o(mY death, the ball11CC ill the IRA ICaIlIIIt sbaIl be paicllo the Primary Beaeficiaries wbo survive me iD equa1 shares (or ill the specified shares, i(iDdicaled, which must equa1 100%). Irnc_ o(!be Primary 8eDcfic:iaries survive me, the ball11CC ill the lICl:OUIIt sbaIl be paid 10 the CoaliDpt 8eDcfic:iaries who survive me ill equa1 shares (or ill the specified shares, i( indicared, which nmst equa11 00%). I( 811)' Primary or ConIiDpt BaIeficWy docs IIIlt survive me, such beDcfic:iary's interesllllld the iDterest 0( sucb bcneficiuy's bein sbaJJ termill8le completely; and the sbare Ibr 811)' -mi.. Prin8y orCaaliDpat BcneficiIIry sIuIJJ be mc:r-I 011. JlIU.... bISis, uaIess otbawise iDdicaDl. Iho boacficiuy survives me, or if the 0Isl0diaD ClIIIIIilt IocatIlIDY otmy Damcd baaiciariea dcr rasoIIIbJe..... 811)' ~ ill my IRA IbaJJ be pald 10 my eIlaIe. \ I \lk \ I ,I ~ ! ") .. I hereby adopt the Individua1 Retiraacal Account desipated above aad lIppOiat PNC Bank, N.A., as Custodiaa. I have read aad understand the PNC Bank Individual Retirement Account CU8todia1 Agreement aad IRA Disclosure statemeat. I certify that if a rol1over contribution is being made 1iom an employer plm or individual retirement lIl:COunt or armuity, this roD_ is being made within 60 days ofmy receipt of the distribution. Under penalties of perjury, I certify that my Social Security Number is true, correct aad complete. PNC Advisors is a service marlt ofTbe PNC Finmcial Services Group, Inc. ("PNC") which is used in the provision of investment I1l8r1IlBcment, fiduciary aad certain banking services by PNC Baak, N.A. aad PNC Baak, DcJawme. Memben FDIC. Securiues products aad brokerage services an: oft'en:d through JJ. B. Hilliard, W L Lyons, lac., PNC Investments, a division of JJ. B. Hilliard, W.L. Lyoos, Inc.. aad PNC Capits1 Markets, Inc. registered broker-dcalers, members NASD 8Dd SIPC. JJ. B. Hilliard, W.L. Lyons, Inc. is also a member of the NYSE.1nsunmcc products an: offered by PNC Insurance Services, Inc. 8Dd JJ. B. Hilliard, W L. Lyons, Inc., IicensCd insuraace ageacies. PNC AdYison does not provide legal, tax or lCCOunting 1Idvice. lavestlneats: Not FDIC I_red. No Baak Gun.tee. May Lose Value. I ~Si"""~ ~ (J. ~~ I Data/&,/ .;z!:,- Ie) .:z.. , \ 11 II',() \ The uadersigacd hereby IICCCpt8 the PNC Bmk Individua1 Rctiremeat Account CU8todia1 Agreement. Iftlns is a change of Beneficiary only, the undersigned hereby ICknowledgcs receipt of aad accepts such cbaage. . Ii..- (PNC 1iIIII:). */n Delaware. PM FORM 101053-0902 White - PNe B8Dk Yellow - Participmt Pink - Desk File Kathryn O. Kister IRA Beneficiary Designation The following charities are named as the Primary Beneficiaries of my IRA with PNC Advisors: Buffalo Presbyterian Church 1/9 A.A.S. Consistory Valley of Harrisburg 1/9 Zembo Temple AAONMS of Harrisburg 1/9 American Red Cross 1/9 Arthritis Foundation of Central P A 1/9 Billy Graham Evangelical Assoc. 1/9 American Cancer Society Cumberland Unit 1/9 Alzheimer's' Assoc - Research 1/9 American Kidney Foundation 1/9 I acknowledge this to be my designation of Beneficiaries for IRA acct # 2727 0013924263. "d' '('~ _. t / ). . .tfa- dJ~ C.... 1. . Kathryn . Kister a/~({o:3 , Date 113 722 41J\ e" 01 /1AU1,f ~ 1l.LJ~d IP/Ylct7 ~v'S..,.. d-\-~\-t>C)\- 6\ \C\~-'9 ( This LIVING TRUST prepared for KATHRYN O. KISTER by Duke Schneider, Esquire MacElree Harvey, Ltd. 17 West Miner Street P.O. Box 660 West Chester, Pennsylvania 19381-0660 Telephone: (610) 436-0100 Facsimile: (610) 429-4486 Copyright@ 2000 Duke Schneider 113 722 Table of Contents The KATHRYN O. KISTER Living Trust Introduction Article One.........................................Creation of My Trust Article Two ........................................My Family Article Three ......................................Funding My Trust Providing for Me and My Family during My Lifetime Article Four ........................................Administration of My Trust during My Life Article Five ........................................Insurance Policies and Retirement Plans Providing for Me and My Family upon My Death Article Six ..........................................Administration of My Trust upon My Death Article Seven......................................Distribution of My Tangible Personal Property and Specific Distributions Article Eight.......................................Creation of the Marital and Family Trusts Article Nine........................................The Marital Trust Article Ten .........................................The Family Trust 113722 ( Article Eleven ....................................Distributions of My Trust Property to My Charitable Beneficiaries Article Twelve ...................................Distributions of My Trust Property to My Family Beneficiaries Article Thirteen..................................Ultimate Distribution Pattern Article Fourteen .................................Methods of Distribution and Trust Administration with Regard to Minor and Disabled Beneficiaries Provisions Regarding My Trustee Article Fifteen .................................... The Resignation, Replacement, and Succession of My Trustees Article Sixteen ...................................General Matters and Instructions with Regard to the Trusteeship General and Administrative Provisions Article Seventeen...............................My Trustee's Administrative and Investment Powers Article Eighteen .................................Definitions and General Provisions 113 722 The KATHRYN O. KISTER Living Trust Article One Creation of My Trust Section 1. Restatement of My Trust On March 27, 1997, I executed a Revocable Trust Document with PNC Bank, National Association, as Trustee. That Trust was revoked and superceded by a Revocable Trust document I executed on June 4, 1997. PNC Bank, National Association is the Trustee of that Trust. I reserved the right, in the June 4, 1997, Trust Agreement to amend the agreement at any time. I now wish to restate the June 4, 1997, trust, in its entirety. This Restatement shall replace and supercede that trust and all prior documents. Section 2. My Trust This is my Living Trust, dated June 4, 1997, by KATHRYN O. KISTER, the Trustmake;r, and PNC BANK, NATIONAL ASSOCIATION, my initial Trustee. My trust is a revocable living trust that contains my instructions for my own well- being and that of my loved ones. All references to "my trust" or ''trust;' unless otherwise stated, shall refer to this Living Trust and the trusts created in it. All references to "Trustee" shall refer to my initial Trustee or Trustees, or their successor or successors in trust. When the term "Trustmaker" is used in my trust, it shall have the same legal meaning as "Grantor," "Settlor," "Trustor," or any other term referring to the maker of a trust. Notwithstanding anything in my trust to the contrary, when I am serving as a Trustee under my trust, I may act for and conduct business on behalf of my trust as a Trustee without the consent of any other Trustee. 113 722 Section 3. The Name of My Trust For convenience, my trust shall be known as the: KATHRYN O. KISTER LIVING TRUST, dated June 4, 1997 For purposes of beneficiary designations and transfers directly to my trust, my trust shall be referred to as: PNC BANK, NATIONAL ASSOCIATION, sole Trustee, or their successors in trust, under the KATHRYN O. KISTER LIVING TRUST, dated June 4, 1997, and any amendments thereto. In addition to the above descriptions, any description for referring to my trust shall be effective to transfer title to my trust or to designate my trust as a beneficiary as long as that description includes the date of my trust, the name of at least one initial or successor Trustee, and any reference that indicates that assets are to be held in a fiduciary capacity. 1 'l 113 722 Article Two My Family My spouse's name is PAUL D. KISTER. All references to "my spouse" in this agreement are to him. I have no children, living or deceased. " 1 113 722 Article Three Funding My Trust Section 1. Initial Funding I hereby transfer, assign, and convey all of my right, title, and interest in and to all of my property that is permitted by law to be held in trust, wherever situated, whether personal or real, tangible or intangible, separate or community, to my Trustee to hold and administer for my benefit and for the benefit of my beneficiaries. I will also initially fund my trust with $10 concurrent with its execution. a. Reliance by Third Parties Upon presentation by my Trustee of this Article of my trust and a separate Affidavit of Trust stating the name and address of my Trustee, affIrming that my trust is in full force and effect, and containing any pertinent provisions of my trust, all third parties shall rely on this transfer and follow all of my Trustee's instructions without risk of incurring any liability to me, my Trustee, or my beneficiaries. b. Specific Transfers of Property ~"", It is my intent that, from time to time and when necessary, specific items of property will be individually transferred and titled either directly in the name of my trust or in a nominee for the benefit of my trust. Section 2. Additional Property Additional property interests of all kinds may be transferred to my trust by me or any other person in any manner. All property interests assigned, conveyed, or delivered to the Trustee must be acceptable to my Trustee. 3-1 113 722 Section 3. Funding with Community Property Any community property, including the proceeds from such property, which is or becomes trust property shall remain community property during the lives of me and my spouse. a. A Conveyance or Transfer of Community Property A conveyance or transfer of community property to my trust, whether directly transferred or transferred to a nominee or agent on behalf of my trust, shall not be construed as a partition of the community property unless there is an express written agreement to that effect between me and my spouse. b. Withdrawals of Community Property If I make withdrawals of community property from the trust without revoking the trust, the property that is withdrawn shall retain its character as community property. If I revoke my trust, any and all community property held on behalf of my trust shall be reconveyed by my Trustee to me and my spouse as community property. " My spouse shall have the unrestricted right to remove my spouse's community property share or interest from my trust at any time by notifying my Trustee of such intent in writing. During my life: The net income trom the community property shall retain its community character regardless of whether it is accumulated or to whom my Trustee is directed to distribute it. My Trustee shall have no power with respect to community property that would be greater than that power that I, or my spouse, would have over that same community property were it free of trust. 3-2 113 722 Article Four Administration of My Trust during My Life Section 1. My Lifetime Powers During my life, I shall have the express and total power to control and direct payments, add or remove trust property, and amend or revoke this trust. a. Control and Direct Payments , ~. My Trustee, during all periods of time when I am not disabled as defined in this Article, shall distribute or retain the principal and net income of the trust as I may direct, except that I shall have no power to direct my Trustee to make gifts of principal or income from the trust to a third party. Any gift made directly by my Trustee to a third party in violation of this provision shall be construed as a distribution made directly to me, and then a gift from me to such third party. "";:l~~..,..J. Absent directions from me, my Trustee shall distribute the trust income to me at least monthly. b. Investment Decisions During my lifetime, except for any period of my incapacity, I reserve the right to specifically approve or disapprove each and every trust investment, purchase, or sale before it is made. My Trustee is relieved from all liability for loss which may result from the purchase or sale of trust property which has been directed by me. Since I have named PNC Bank, National Association, (the "Bank") as the sole initial Trustee, it is my desire that the Bank shall have the power, without abrogating its fiduciary responsibilities to me or my Trust, to make investment decisions on its own, provided that the Bank 4-1 113 722 has made a good faith effort to contact me and has been unsuccessful in so doing. c. Add or Remove Trust Property I shall have the absolute right to add to the trust property at any time and the absolute right to remove property, or any interest therein, from the trust at any time. d. Amend or Revoke the Trust We shall have the absolute right to amend or revoke our trust, in whole or in part, at any time. Any amendment or revocation must be in writing, signed by both of us, and delivered to our Trustee. This right to amend or revoke is personal to us and may not be exercised by a legal representative of either of us. After the death of one of us, this agreement shall not be subj ect to amendment or revocation, except as provided in the next paragraph. \.'-. The survivor of us shall have the right to amend or revoke the marital trust created for the benefit of the surviving spouse under Article Nine of this Agreement. This right to amend or revoke the marital trust is personal to the surviving spouse; and may not be exercised by a legal representative of the surviving spouse. Section 2. The Definition of My DisabilitY. My disability, for purposes ofthis agreement, shall be defined as follows: a. The Opinion of Two Licensed Physicians I shall be deemed disabled during any period when, in the opinion of two licensed physicians, I am incapacitated or disabled because of illness, age, or any other cause which results in my inability to effectively manage my property or financial affairs. 4-2 Il3 722 b. Court Determination I shall also be deemed to be disabled upon the determination of a court of competent jurisdiction that I am incompetent, incapacitated, or otherwise legally unable to effectively manage my property or financial affairs. c. Disappearance or Absence I shall be deemed to be disabled upon my unexplained disappearance or absence, or if I am being detained under duress where I am unable to effectively manage my property or financial affairs. Section 3. Procedural Guidelines for My Disability During any period of time when I am disabled, my Trustee shall apply the trust property, including its income, exclusively for my benefit and for my valid obligations by observing the following procedural guidelines: a. Provide for Me My Trustee shall provide as much of the principal and net income of my trust as is necessary or advisable, in its sole and absolute discretion, for my health, support, maintenance, and general welfare. My Trustee may make the distributions called for in this Article directly to me or for my benefit. b. Provide for My Spouse My Trustee, in its sole and absolute discretion, shall distribute the principal and net income of my trust in such amounts as shall be necessary for the education, health, maintenance, and support of my spouse. c. Provide for My Obligations My Trustee shall provide as much of the principal and net income of my trust as my Trustee, in its sole and absolute discretion, deems advisable 4-3 113 722 for the payment of any of my valid obligations as confirmed by my Trustee. My Trustee shall provide as much of the principal and net income of my trust as my Trustee deems advisable for the payment of insurance premiums on policies owned by me, either directly or beneficially, or my trust. d. Procedural Guidelines ill making distributions under this Section, my Trustee shall, at all times, give primary consideration to my needs and thereafter to my spouse. When making such distributions to my spouse, my Trustee may consider other income and resources available to my spouse. A distribution made to my spouse shall not be charged against the ultimate share which may be distributable to my spouse under any other provision of this agreement. '.. Section 4. Undistributed Net Income . Any net income which is not distributed under this Article shall be accumulated and added to principal. , .. "'. _ ..-....';........~.~ "......".,.~...'" ..,......_.....,~"'t.-4..........".,.-1 #,;.,. 4-4 113 722 ,,- Article Five Insurance Policies and Retirement Plans Section 1. During My Life During my life, I shall have the following rights, and my Trustee shall have the following duties, with respect to insurance policies or retirement plans owned by or made payable to my trust. a. My Rights I reserve, and may exercise without the approval of my Trustee or any beneficiary, all of the rights, powers, options, and privileges with respect to any insurance policy, retirement plan, annuity, or any other third-party beneficiary contract made payable to my trust or deposited with my Trustee. b. My Trustee's Obligations My Trustee shall deliver to me or my designee, upon my written request, any and all insurance policies, retirement plan documents, annuity contracts, and all other third-party beneficiary contracts, as well as all related documents, which are owned by or deposited with my Trustee pursuant to my trust. My Trustee shall not be under any obligation to have any or all of such documents returned. My Trustee shall have no obligation to see that premiums or other sums that may be due and payable under any insurance policy, retirement plan, annuity contract, or any other third-party beneficiary contract are paid. Further, my Trustee shall have no obligation with respect to any insurance policy, retirement plan, annuity contract, or other third-party beneficiary contract, as well as any documents related thereto, deposited with my Trustee, other than to provide for their safekeeping. No provision of this agreement shall be construed to impose any obligation on me to maintain any insurance policy, retirement plan, annuity contract, or any other third-party beneficiary contract in force. 5-1 113722 Section 2. Upon My Death Upon my death, my Trustee shall make all appropriate elections with respect to insurance policies, retirement plans, and other death benefits which are owned by or payable to my trust. Such decisions under this section shall be in the sole and absolute discretion of my Trustee. a. Collection of Insurance Proceeds and Other Nonretirement Death Proceeds My Trustee shall make every reasonable effort to collect all sums made payable to my trust or my Trustee under all life insurance policies, or other nonretirement death benefit plans, which provide for death proceeds made payable to (;)f owned by the trust. In collecting policy or death benefit proceeds, my Trustee may, in its sole and absolute discretion, exercise any of the settlement options that may be available under the terms of a policy or any other third- party beneficiary contract. My Trustee shall not be liable to any beneficiary for the settlement option ultimately selected. \" b. Retirement Plan Elections My Trustee shall have the right, in its sole and absolute discretion, to elect to receive any retirement plan death proceeds, whether under a qualified pension, profit sharing, Keogh, individual retirement account, or any other retirement plan, either in a lump sum or in any other manner permitted by the terms ofthe particular retirement plan. My Trustee shall not be liable to any beneficiary for the death benefit election ultimately selected. My Trustee, in its sole and absolute discretion, may disclaim the benefits of any retirement plan payable to my trust, including individual retirement accounts that are payable to my trust. Such disclaimed benefits shall be payable to my spouse. 5-2 1 13 722 c. Conection Proceedings My Trustee may institute proceedings, whether in law or equity, administrative or otherwise, to enforce payment of such proceeds. My Trustee need not, except at its option, enter into or maintain any litigation or take action to enforce any payment until it has been indemnified to its satisfaction for all expenses and liabilities to which, in its sole judgment, it may be subjected. My Trustee is expressly authorized, in its sole and absolute discretion, to adjust, settle, and compromise any and all claims that may arise from the collection of any death proceeds. The decisions of my Trustee shall be binding and conclusive on all beneficiaries. d. Liability of Payor No person or entity which pays insurance proceeds or other death proceeds to my Trustee as beneficiary shall be required to inquire into any of the provisions of this trust or to see to the application of any such proceeds by my Trustee. The receipt of the proceeds by my Trustee shall relieve the payor of any further liability as a result of making such payment. ~ ...,...-.,. '" .........- .\.l........'""!'...~?.....'""'<Mt;..~..,...._..,H..' 5-3 113722 Article Six Administration of My Trust upon My Death Section 1. Payment of Expenses, Claims, and Taxes Upon my death, my Trustee is authorized, but not directed, to pay the following: Expenses of my last illness, funeral, and burial, including memorials of all types and memorial services of such kind as my Trustee in its sole discretion shall approve. Legally enforceable claims against me or my estate. Expenses with regard to the administration of my estate. Federal estate tax, applicable state inheritance or estate taxes, or any other taxes occasioned by my death. Statutory or court-ordered allowances for qualifying family members. The payments authorized under this Section are discretionary, and no claims or right to payment by third parties may be enforced against my trust by virtue of such discretionary authority. My Trustee shall be indemnified from the trust property for any damages sustained by my Trustee as a result of its exercising, in good faith, the authority granted it under this Section. The payments authorized under this Section shall be paid only to the extent that the property in my probate estate, if any (other than real estate, tangible personal property, or property that, in my Trustee's judgment, is not readily marketable), is insufficient to make these payments. Section 2. Redemption of Treasury Bonds If my trust holds United States Treasury Bonds which are eligible for redemption at par in payment of the federal estate tax, my Trustee shall redeem such bonds to the extent necessary to pay federal estate tax as a result of my death. 1\-1 113722 Section 3. Coordination with My Personal Representative This Section shall be utilized to help facilitate the coordination between the personal representative of my probate estate and my Trustee with respect to any of my property owned outside of my trust at my death. In any event, such decisions under this Section shall be in the sole and absolute discretion of my Trustee. a. Authorized Payments My Trustee, in its sole and absolute discretion, may elect to pay the payments authorized under this Article either directly to the appropriate persons or institutions or to my personal representative of my probate estate. My Trustee may rely upon the written statements of my personal representative as to all material facts relating to these payments; my Trustee shall not have any duty to see to the application of such payments. b. Purchase of Assets and Loans My Trustee is authorized to purchase and retain in the form received, as an addition to my trust, any property which is a part of my probate estate. In addition, my Trustee may make loans, with or without security, to my probate estate. My Trustee shall not be liable for any loss suffered by my trust as a result of the exercise ofthe powers granted in this paragraph. c. Distributions from My Personal Representative My Trustee is authorized to accept distributions from my personal representative of my probate estate without audit and my Trustee shall be under no obligation to examine the records or accounts of my personal representative. d. Distributions to My Personal Representative My Trustee, in its sole and absolute discretion, may make distributions of any or all of the trust property to my personal representative in order to fund any testamentary trust created under my Last Will and Testament. In lieu of distributing such property to my personal 6-2 113722 representative, my Trustee may distribute such property to the Trustee designated in such testamentary trust. Section 4. Treatment of Exempt Property In making. any payments pursuant to this Article, my Trustee shall not use any property to the extent it is not included in my gross estate for federal estate tax purposes. However, if my Trustee makes the determination, in its sole and absolute discretion, that other nonexempt property is not available for payments pursuant to this Article, or that it is not economically prudent to use nonexempt property for the payment of such expenses, it may then use such exempt property. Section 5. Apportionment All expenses and claims and all estate, inheritance, and death taxes, excluding any generation-skipping transfer tax, resulting from my death shall be paid without apportionment and without reimbursement from any person, except as otherwise specifically provided in this trust. a. Protection of Marital Trust Notwithstanding anything to the contrary in my trust, no death taxes payable as a result of my death shall be allocated to or paid from the Marital Trust or from any assets passing to my spouse and qualifying for the federal estate tax marital deduction unless my Trustee has first used all other assets available to my Trustee. b. Property Passing Outside My Trust Notwithstanding anything to the contrary in my trust, estate, inheritance, and death taxes assessed with regard to property passing outside of my trust or outside of my probate estate, but included in my gross estate for federal estate tax purposes, shall be chargeable against the persons receiving such property. 6-3 113 722 Section 6. My Trustee's Authority to Make Tax Elections My Trustee may exercise any available elections with regard to state or federal income, inheritance, estate, succession, or gift tax law. a. Alternate Valuation Date The authority granted my Trustee in this Section includes the right to elect any alternate valuation date for federal estate or state estate or inheritance tax purposes. b. Deduction of Administration Expenses The authority granted my Trustee in this Section shall include the right to elect whether all or any parts of the administration expenses of my estate are to be used as estate tax deductions or income tax deductions. Any administration expenses claimed as income tax deductions shall be charged against the Family Trust. No compensating adjustments need be made between income and principal as a result of such elections unless my Trustee, in its sole and absolute discretion, shall detennine otherwise, or unless required by law. c. Deferment of Estate Taxes The authority granted my Trustee in this Section shall include the right to elect to defer payment of all or a part of my estate taxes, pursuant to any law permitting deferral, and to enter into any agreement necessary to defer payment of estate taxes even if doing so extends the statute of limitations and regardless of whether sufficient funds are available to pay the estate taxes when due. d. Election for Qualified Terminable Interest Property My Trustee, in its sole and absolute discretion, may elect to have trust property qualify for the federal estate tax marital deduction as qualified terminable interest property under the appropriate provisions of the Internal Revenue Code and its regulations. 6-4 113 722 e. Special Use Valuation The authority granted to my Trustee in this Section shall include the right to elect to value qualified real property at its value based upon actual use rather than its fair market value and to enter into any agreement necessary to make such election as permitted under the Internal Revenue Code and its regulations. f. Taxes and Returns My Trustee may also: Sign joint tax returns. Pay any taxes, interest, or penalties with regard to taxes. Apply for and collect tax refunds and interest thereon. 6-5 113722 Article Seven Distribution of My Tangible Personal Property and Specific Distributions Section 1. Nonbusiness Tangible Personal Property On my death, my Trustee shall distribute my nonbusiness tangible personal property held by my trust as follows: . a. Use of Memorandum My Trustee shall distribute the jewelry, clothing, household furniture, furnishings and fixtures, chinaware, silver, photographs, works of art, books, boats, automobiles, sporting goods, artifacts relating to my hobbies, and all other tangible articles of household or personal use in accordance with any written, signed, and dated memorandum left by me directing the distribution of such property. Any memorandum written, dated, and signed by me disposing of my tangible personal property shall be incorporated by reference into this agreement. Should I leave multiple written memoranda which conflict as to the disposition of any item of tangible personal property, that memorandum which is last dated shall control as to those items which are in conflict. b. Distribution of Property Not Distributed by Memorandum If my state law does not allow the use of a memorandum to distribute nonbusiness tangible personal property or, to the extent that my tangible personal property which is or becomes trust property is not disposed of by memorandum for any reason, then that nonbusiness tangible personal property shall be distributed under the terms of this trust agreement. 7-1 1I3722 Section 2. Business Tangible Personal Property The disposition of my tangible personal property under this Article shall not include tangible personal property which my Trustee, in its sole and absolute discretion, determines to be part of, or used exclusively in, any business or profession in which I had an interest at the time of my death. 7-2 113722 Article Eight Creation of the Marital and Family Trusts Section 1. Division of Trust Property ~O\ ~ Q \--\ L~\....E= A. Division of Trust Property if My Spouse Survives Me If my spouse survives me, my Trustee shall divide the trust property into two separate trusts, to be known as the Marital Trust and the Family Trust. a. Creation of the Marital Trust The Marital Trust shall consist of an amount equal in value to the smallest amount of the federal estate tax marital deduction allowable to my estate that will result in the least possible federal estate tax being payable at my death, after taking into account all other deductions, the unified credit, and the credit for state death taxes (to the extent that its use does not increase state death taxes) allowable to my estate for federal estate tax purposes at the time of my death. 1. Nontrust Marital Deduction Assets The Marital Trust shall be reduced by the value, for federal estate tax purposes, of any interest in property that qualifies for the federal estate tax marital deduction and which passes or has passed from me to my spouse other than under this Article. 2. Pecuniary Amount The marital deduction amount determined under this Paragraph a shall be a pecuniary amount and not a fractional share. 8-1 113 722 f . t b. Creation of the Family Trust The Family Trost shall consist of the balance of the trust property. B. Division of Trust Property if my Spouse does not Survive Me If my spouse does not survive me, my Trustee shall divide the trust property in two separate trusts, pursuant to the same pecuniary formula set forth in subparagraph "A" above. The result of the application of that formula shall be to insure that only that amount of my estate which is not subject to federal estate tax shall pass to my Family Beneficiaries pursuant to Article Twelve of this Trust Agreement!.. and that any share of my estate which is subject to federal estate taX-' shall be distributed to my Charitable Beneficiaries pursuant to Article Eleven of this Trost Agreement. Section 2. Allocation of Assets between the Two Trusts My Trustee shall have complete authority to make allocations ofthe trust property between the Marital and Family Trusts. It may, in its sole and absolute discretion, make allocations in cash or in kind, in undivided interests, or in any proportion thereof between the two trusts. '~-. a. . Nonqualifying Property My Trustee shall not allocate any property or the proceeds from any property to the Marital Trust which would not qualify for the federal estate tax marital deduction in my estate. b. Life Insurance Policies on My Spouse's Life My Trustee shall not allocate any policies of life insurance insuring the life of my spouse to the Marital Trust. c. Insufficient Assets for Funding the Marital Trust To the extent that there are insufficient assets qualifying for the marital deduction to fully fund the Marital Trost, the amount of the funding to the Marital Trust shall be reduced accordingly. 8-2 113722 d. My Spouse's Interest in Community Property My spouse's interest in community property which is, or becomes, trust property at my death, even though not included in my gross estate for federal estate tax purposes and not included in the computation for the value of the Marital Trust, shall be allocated to the Marital Trust. My spouse shall have the absolute and unrestricted right to: Withdraw all of the net income from my spouse's community property. Withdraw all of the trust principal consisting of my spouse's community property. Receive principal distributions in my Trustee's discretion from my spouse's community property. Appoint by a valid last will and testament or by a trust agreement all of the principal and accrued and undistributed net income attributable to my spouse's community property. Section 3. Distributions from Retirement Plan to the Marital Trust If Retirement Plan distributions are included in the Marital Trust my Trustee shall comply with the following guidelines. a. Form of Distribution My Trustee may elect to receive distributions from any pension, profit sharing, individual retirement account, or other retirement plan ("Retire- ment Plan") for which my Trust is named as beneficiary, in installments or in a lump sum. However, my Trustee shall make no election that would disqualify the Retirement Plan or the Marital Trust for the Estate Tax Marital Deduction. 8-3 113722 b. Income Requirement My Trustee shall elect to receive distributions from a Retirement Plan payable to the Marital Trust in compliance with the minimum distribution rules of the Internal Revenue Code if applicable. If, based upon the minimum distribution rules, distributions from the Retirement Plan total less than all income earned by the Retirement Plan for a calendar year, my spouse shall have full power, in my spouse's discretion, to compel my Trustee to demand additional distributions equal to at least the shortfall so that my spouse will receive all income earned by the Retirement Plan at least annually. My spouse's power to compel the undistributed income earned by the Retirement Plan shall be cumulative and shall not lapse to the extent my spouse fails to exercise this power in any given year. My spouse shall also have full power, in my spouse's discretion, to direct my Trustee to compel the Retirement Plan Trustee to convert any nonproductive property to productive property. If my spouse is disabled, my spouse's personal representative may exercise these powers on behalf of my spouse. c. Retirement Plan Expenses In calculating "all income earned by the Retirement Plan," my Trustee shall allocate all Retirement Plan expenses, including income taxes and trustee's fees, that are attributable to principal distributions so that all income distributions from the Retirement Plan are not reduced. Section 4. The Valuation of Marital Trust Property In making the computations necessary to determine the amount passing to the Marital Trust, my Trustee shall use those values as finally determined for federal estate tax purposes. a. Valuation of Property at Distribution Date In no event shall the aggregate fair market value of the cash and other property on the date or dates of distribution be less than the amount of the Marital Trust as finally determined for federal estate tax purposes. 8-4 113 722 b. Consideration of Tax Consequences When making the decision as to which property shall be allocated to the Marital Trust, my Trustee shall consider the tax consequences and advisability of allocating property subject to foreign death tax, property on which a tax credit is available, or property which is income in respect of a decedent under applicable income or estate tax laws. Section 5. My Spouse's Right to Convert Marital Trust Assets My spouse shall have the absolute and unequivocal right to compel my Trustee, at any time, to convert any nonproductive property held as an asset of the Marital Trust to productive property. This right shall be exercised in writing delivered to my Trustee. Section 6. Disclaimer My spouse may disclaim all or any portion of any interest in property or power with respect to property passing to my spouse, or for my spouse's benefit, under this trust within the time and under the conditions permitted by law. My Spouse's disclaimer may be exercised by delivering an irrevocable and unqualified refusal to accept all or any portion of such interest or power to my Trustee. If my spouse exercises this disclaimer with respect to all or any portion of the Marital Trust, the interest so disclaimed shall be added to the Family Trust. If my spouse exercises this disclaimer with respect to my spouse's interest in all or any portion of the Family Trust, the interest that is disclaimed shall be disposed of under this agreement as though my spouse had predeceased me. 8-5 113 722 Article Nine The Marital Trust Section 1. My Spouse's Right to Income My Trustee shall pay to or apply for my spouse's benefit, at least quarterly during my spouse's lifetime, all of the net income from the Marital Trust. Section 2. My Spouse's Right to Withdraw Principal My Trustee shall pay to or apply for my spouse's benefit such amounts from the principal of the Marital Trust as my spouse may at any time request in writing. No limitation shall be placed on my spouse as to either the amount of or reason for such invasion of principal. Section 3. Principal Distributions in My Trustee's Discretion My Trustee may also distribute to or for my spouse's benefit as much of the principal of the Marital Trust as my Trustee, in its sole and absolute discretion, shall consider necessary or advisable for my spouse's education, health, maintenance, and support. My Trustee shall take into consideration, to the extent that my Trustee deems advisable, any income or resources of my spouse which are outside of the trust and are known to my Trustee. Section 4. My Spouse's General Power of Appointment My spouse shall have the unlimited and unrestricted general power to appoint, by a vaiid last will and testament or by a valid living trust agreement, the entire principal and any accrued and undistributed net income of the Marital Trust as it exists at my spouse's death. In exercising this general power of appointment, my spouse shall specifically refer to this power. 9-1 113 722 My spouse shall have the sole and exclusive right to exercise the general power of appointment. This general power of appointment specifically grants to my spouse the right to appoint property to my spouse's own estate. It also specifically grants to my spouse the right to appoint the property among persons, corporations, or other entities in equal or unequal proportions, and on such terms and conditions, whether outright or in trust, as my spouse may elect. Section 5. The Surviving Trustmaker's Right to Revoke the Marital Trust The surviving trustmaker shall have the right to amend or revoke this marital trust. This right to amend or revoke is personal to the surviving trustmaker, and may not be exercised by a legal representative of the surviving trustmaker. The martial trust created under this living trust agreement may use the surviving spouse's social security number as its tax identification number and may be referred to as a "Revocable Marital Trus~." Property from this Trust may also be distributed directly to the Living Trust of the surviving spouse. Section 6. Administration of the Marital Trust at My Spouse's Death The Marital Trust shall terminate at my spouse's death. My Trustee shall administer the unappointed balance or remainder of the Marital Trust as follows: a. My Spouse's Final Expenses My Trustee may, in its sole and absolute discretion, pay for the following expenses: The expenses of the last illness, funeral, and burial of my spouse. The expenses of administering my spouse's estate. Any inheritance, estate, or other death taxes payable by reason of my spouse's death, together with interest and penalties thereon. 9-2 113722 My Trustee shall, to the extent that it is reasonable and prudent, coordinate with my spouse's personal representative to minimize expenses and taxes resulting from my spouse's death. b. Redemption of Treasury Bonds If the Marital Trust holds United States Treasury Bonds eligible for redemption in payment of the federal estate tax, my Trustee shall redeem the bonds to the extent necessary to pay any federal estate tax due by reason of my spouse's death. c. Caution with Regard to Payments Without in any way limiting my Trustee's discretion, it is my desire that my Trustee not make any payments under this Section if those payments can be satisfied from assets of my spouse outside of the Marital Trust. Section 7. Subsequent Administration of the Marital Trust The unappointed balance or remainder of the Marital Trust shall be administered and distributed to my Charitable Beneficiaries as provided in Article Eleven. 9-3 t 13722 ( Article Ten The Family Trust Section 1. My Spouse's Right to Income My Trustee shall pay to, or apply for the benefit of, my spouse, at least quarterly during my spouse's lifetime, all of the net income from the Family Trust. Section 2. Principal Distributions in My Trustee's Discretion My Trustee may also distribute to or for the benefit of my spouse as much of the principal of the Family Trust as my Trustee, in its sole and absolute discretion, shall consider necessary or advisable for their education, health, maintenance, and support. My Trustee shall, at all times, gIve primary consideration to my spouse's education, health, maintenance, and support, and only thereafter to my descendants. fu making discretionary distributions of principal to my spouse, my Trustee shall preferably make all distributions of .principal from the Marital Trust until it is exhausted, and only thereafter from the Family Trust. If my spouse has the power to remove a Trustee of this Family Trust, my Trustee shall not distribute any of the principal of the Family Trust that would in any manner discharge my spouse's legal obligation to a beneficiary of the Family Trust. If my spouse is disabled, my Trustee shall ignore this restriction during the period of my spouse's disability, and my spouse shall not have the power to remove a Trustee of the Family Trust. Section 3. Discretionary Guidelines for My Trustee My Trustee shall be mindful that my primary concern and objective is to provide for the education, health, maintenance, and support of my spouse, and that the preservation of principal is not as important as the accomplishment of these objectives. 10-1 113 722 Section 4. Limited Power of Appointment My spouse shall have the limited testamentary power to appoint to or for the benefit of my descendants, either by a valid last will and testament or by a valid living trust agreement executed by my spouse, all or any portion of the principal and any accrued and undistributed net income of the Family Trust as it exists at my spouse's death. This power shall not be exercised in favor of my spouse's estate, the creditors of my spouse's estate, or in any manner which would result in any economic benefit to my spouse. Section S. Termination of the Family Trust The Family Trust shall terminate at the death of my spouse. To the extent that the limited power of appointment is not exercised by my spouse, the remainder of the Family Trust, including any accrued and undistributed net income, shall be administered and distributed to my Family Beneficiaries as provided in the Article Twelve. 10-2 113 722 Article Eleven t1 ~V f ( , -#\ l J -p-. The Common Trust ['.... ).t-t~~f..((;.vJ) The trust property passing under this Article shall be distributed outright, to the following Charitable Beneficiaries: Buffalo Presbyterian Church 1/9 Greensboro, North Carolina A.A.S. Consistory Valley of Harrisburg 1/9 Harrisburg, P A Zemba Temple AAONMS of Harrisburg 1/9 Harrisburg, P A American Red Cross 1/9 Arthritis Foundation 1/9 Central Pennsylvania Chapter Billy Graham Evangelistic Association 1/9 Minneapolis, Minnesota American Cancer Society 1/9 Cumberland Unit Carlisle, P A Mount Holly Springs United Methodist 1/9 Church, Mount Holly Spring, P A American Kidney Fund 1/9 Rockville, Maryland 11-1 113 722 If any ofthe above charities does not exist, or is not a qualified tax exempt charitable organization under the Internal Revenue Code, then the bequest to that charity shall be distributed, in equal shares, to the remaining Charitable Beneficiaries. '-. 11-2 113722 , i \. Article Twelve Distributions of My Trust Property to My Family; Beneficiaries Section 1. Division into Separate Shares All trust property not previously distributed under the terms of my trust shall be divided as follows: Beneficiary Relationship Share MARION REST A GINQUES Wife's Niece 12.5% NICHOLAS LOMBARDI Wife's Grandnephew 5% CYNTHIA L. LOMBARDI Wife's Grandniece 5% GEORGE E. DETWILER, JR. Wife's Nephew 12.5% JENNIFER L. DETWILER Wife's Grandniece 5% GEORGE E. DETWILER, ill Wife's Grandnephew 5% KATHRYN LEE FASICK WERT Wife's Niece 20% ERIC C. WERT Wife's Grandnephew 5% JEFFREY C. WERT Wife's Grandnephew 5% CHARLES LEROY HOERNER Husband's Cousin 5% RICHARD SHELLEY HOERNER Husband's Cousin 5% JOHN RAYMOND HOERNER Husband's Cousin 5% HARRIET O. FASICK Wife's Sister 10% 12-1 113 722 ( Section 2. Distribution of Trust Shares for "My Beneficiaries The share of each beneficiary then living shall be distributed as follows: a. Distribution of Trust Share for MARION RESTA GINQUES The trust share set aside for MARION REST A GINQUES shall forthwith terminate and my Trustee shall distribute all undistributed net income and principal to MARION RESTA GINQUES, free of the trust. If MARION RESTA GINQUES should die before the complete distribution of her trust share, her trust shall terminate and my Trustee shall distribute the balance of the trust property to her then living descendants, per stirpes. If MARION RESTA GINQUES has no then living descendants, my Trustee shall distribute the balance of the trust property in equal shares to the other Family Beneficiaries listed in this Article, per stirpes. If there are no other then living Family Beneficiaries, my Trustee shall distribute the balance of the trust property as provided in Article Thirteen of this agreement. b. Distribution of Trust Share for NICHOLAS LOMBARDI The trust share set aside for NICHOLAS LOMBARDI shall forthwith terminate and my Trustee shall distribute all undistributed net income and principal to NICHOLAS LOMBARDI, free of the trust. If NICHOLAS LOMBARDI should die before the complete distribution of his trust share, his trust shall terminate and my Trustee shall distribute the balance of the trust property to his then living descendants, per stirpes. If NICHOLAS LOMBARDI has no then living descendants, my Trustee shall distribute the balance of the trust property to MARION REST A GINQUES' then living descendants, per stirpes. If MARION REST A GINQUES has no then living descendants, my Trustee shall distribute the balance of the trust property to MARION REST A GINQUES as provided in Subsection "a" hereof. 12-2 113 722 ( ( c. Distribution of Trust Share for CINTHIA L. LOMBARDI The trust share set aside for CINTHIA L. LOMBARDI shall forthwith terminate and my Trustee shall distribute all undistributed net income and principal to CINTHIA L. LOMBARDI, free ofthe trust. If CYNTHIA L. LOMBARDI should die before the complete distribution of her trust share, her trust shall terminate and my Trustee shall distribute the balance of the trust property to her then living descendants, per stirpes. If CYTHIA L. LOMBARDI has no then living descendants, my Trustee shall distribute the balance of the trust property to MARION REST A GINQUES' then living descendants, per stirpes. If MARION REST A GINQUES has no then living descendants, my Trustee shall distribute the balance of the trust property to MARION RESTA GINQUES as provided in Subsection "a" hereof. d. Distribution of Trust Share for GEORGE E. DETWILER, JR. The trust share set aside for GEORGE E. DETWILER, JR. shall forthwith terminate and my Trustee shall distribute all undistributed net income and principal to GEORGE E. DETWll..ER, JR., free of the trust. If GEORGE E. DETWILER, JR. should die before the complete distribution of his trust share, his trust shall terminate and my Trustee shall distribute the balance of the trust property to his then living descendants, per stirpes. If GEORGE E. DETWILER, JR. has no then living descendants, my Trustee shall distribute the balance of the trust property in equal shares to the other Family Beneficiaries listed in this Article, per stirpes. If there are no then living Family Beneficiaries, my Trustee shall distribute the balance of the trust property as provided in Article Thirteen of this agreement. e. Distribution of Trust Share for JENNIFER L. DETWILER The trust share set aside for JENNIFER L. DETWll..ER shall forthwith terminate and my Trustee shall distribute all undistributed net income and principal to JENNIFER L. DETWILER, free of the trust. 12-3 113722 ( If JENNIFER L. DETWILER should die before the complete distribution of her trust share, her trust shall terminate and my Trustee shall distribute the balance of the trust property to her then living descendants, per stirpes. If JENNIFER L. DETWILER has no then living descendants, my Trustee shall distribute the balance of the trust property to GEORGE E. DETWILER, JR.'s then living descendants, per stirpes. If GEORGE E. DETWILER, JR. has no other then living descendants, my Trustee shall distribute the balance of the trust property to GEORGE E. DETWILER, JR. as provided in Subsection "d" hereof. f. Distribution of Trust Share for GEORGE E. DETWILER, III The trust share set aside for GEORGE E. DETWILER, ill shall forthwith terminate and my Trustee shall distribute all undistributed net income and principal to GEORGE E. DETWILER, ill, free of the trust. If GEORGE E. DETWILER, ill should die before the complete distribution of his trust share, his trust shall terminate and my Trustee shall distribute the balance of the trust property to his then living descendants, per stirpes. If GEORGE E. DETWILER, ill has no then living descendants, my Trustee shall distribute the balance of the trust property to GEORGE E. DETWILER, JR.'s then living descendants, per stirpes. If GEORGE E. DETWILER, JR. has no other then living descendants, my Trustee shall distribute the balance of the trust property to GEORGE E. DETWILER, JR. as provided in Subsection "d" hereof. g. Distribution of Trust Share for KATHRYN LEE FASICK WERT The trust share set aside for KATHRYN LEE FASICK WERT shall forthwith terminate and my Trustee shall distribute all undistributed net income and principal to KATHRYN LEE FASICK WERT, free of the trust. If KATHRYN LEE FASICK WERT should die before the complete distribution of her trust share, her trust shall terminate and my Trustee 12-4 113722 ( shall distribute the balance of the trust property to her then living descendants, per stirpes. If KATHRYN LEE FASICK WERT has no then living descendants, my Trustee shall distribute the balance of the trust property in equal shares to the other Family Beneficiaries listed in this Article, per stirpes. If there are no other then living Family Beneficiaries, my Trustee shall distribute the balance of the trust property as provided in Article Thirteen of this agreement. h. Distribution of Trust Share for ERIC C. WERT The trust share set aside fot ERIC C. WERT shall forthwith terminate and my Trustee shall distribute all undistributed net income and principal to ERIC C. WERT, free of the trust. If ERIC C. WERT should die before the complete distribution of his trust share, his trust shall terminate and my Trustee shall distribute the balance of the trust property to his then living descendants, per stirpes. If ERIC C. WERT has no then living descendants, my Trustee shall distribute the balance of the trust property to KATHRYN LEE FASICK WERT's then living descendants, per stirpes. If KATHRYN LEE FASICK WERT has no other then living descendants, my Trustee shall distribute the balance of the trust property to KATHRYN LEE FASICK WERT as provided in Subsection "g" hereof. i. Distribution of Trust Share for JEFFREY C. WERT The trust share set aside for JEFFREY C. WERT shall forthwith terminate and my Trustee shall distribute all undistributed net income and principal to JEFFREY C. WERT, free of the trust. If JEFFREY C. WERT should die before the complete distribution of his trust share, his trust shall terminate and my Trustee shall distribute the balance of the trust property to his then living descendants, per stirpes. 12-5 113 722 ( If JEFFREY C. WERT has no then living descendants, my Trustee shall distribute the balance ofthe trust property to KATHRYN LEE FASICK WERT's then living descendants, per stirpes. If KATHRYN LEE FASICK WERT has no other then living descendants, my Trustee shall distribute the balance of the trust property to KATHRYN LEE FASICK WERT as provided in Subsection "g" hereof. j. Distribution of Trust Share for CHARLES LEROY HOERNER The trust share set aside for CHARLES LEROY HOERNER shall forthwith terminate and my Trustee shall distribute all undistributed net income and principal to CHARLES LEROY HOERNER, free of the trust. If CHARLES LEROY HOERNER should die before the complete distribution of his trust share, his trust shall terminate and my Trustee shall distribute the balance of the trust property to his then living descendants, per stirpes. If CHARLES LEROY HOERNER has no then living descendants, my Trustee shall distribute the balance of the trust property in equal shares to RICIIARD SHELLEY HOERNER and JOHN RAYMOND HOERNER, or if one or both of them are not then living, to their then living descendants, per stirpes. If RICHARD SHELLEY HOERNER and JOHN RAYMOND HOERNER have no then living descendants, my Trustee shall distribute the balance of the trust property to the other Family Beneficiaries listed in this Article, per stirpes, or in default of any Family Beneficiaries, as provided in Article Thirteen of this agreement. k. Distribution of Trust Share for RICHARD SHELLEY HOERNER The trust share set aside for RICHARD SHELLEY HOERNER shall forthwith terminate and my Trustee shall distribute all undistributed net income and principal to RICHARD SHELLEY HOERNER, free of the trust. 12-6 113 722 ( ! If RICHARD SHELLEY HOERNER should die before the complete distribution of his trust share, his trust shall terminate and my Trustee shall distribute the balance of the trust property to his then living descendants, per stirpes. If RICHARD SHELLEY HOERNER has no then living descendants, my Trustee shall distribute the balance of the trust property in equal shares to CHARLES LEROY HOERNER and JOHN RAYMOND HOERNER, or if one or both of them are not then living, to their then living descendants, per stirpes. If CHARLES LEROY HOERNER and JOHN RAYMOND HOERNER have no then living descendants, my Trustee shall distribute the balance of the trust property to the other Family Beneficiaries listed in this Article, per stripes, or in default of any Family Beneficiaries, as provided in Article Thirteen of this agreement. I. Distribution of Trust Share for JOHN RAYMOND HOERNER The. trust share set aside for JOHN RAYMOND HOERNER shall forthwith terminate and my Trustee shall distribute all undistributed net income and principal to JOHN RAYMOND HOERNER, free of the trust. If JOHN RAYMOND HOERNER should die before the complete distribution of his trust share, his trust shall terminate and my Trustee shall distribute the balance of the trust property to his then living descendants, per stirpes. If JOHN RAYMOND HOERNER has no then living descendants, my Trustee shall distribute the balance of the trust property in equal shares to CHARLES LEROY HOERNER and RICHARD SHELLEY HOERNER, or if one or both of them are not then living, to their then living descendants, per stirpes. If CHARLES LEROY HOERNER and RICHARD SHELLEY HOERNER have no then living descendants, my Trustee shall distribute the balance of the trust property to the other Family Beneficiaries listed in this Article, per stirpes, or in default of any Family Beneficiaries, as provided in Article Thirteen of this agreement. 12-7 113 722 I \ In. Distribution of Trust Share for HARRIET O. FASICK The trust share set aside for HARRIET O. FASICK shall forthwith terminate and my Trustee shall distribute all undistributed net income and principal to HARRIET O. FASICK, free of the trust. If HARRIET O. FASICK should die before the complete distribution of her trust share, her trust shall terminate and my Trustee shall distribute the balance of the trust property to her then living descendants, per stirpes. If HARRIET O. FASICK has no then living descendants, my Trustee shall distribute the balance of the trust property in equal shares to the other Family Beneficiaries listed in this Article, per stirpes. If there are no other then living Family Beneficiaries, my Trustee shall distribute the balance of the trust property as provided in Article Thirteen of this agreement. Section 3. Share of a Descendant of a Deceased Beneficiary Each share set aside for a deceased beneficiary, if any, who has then living descendants shall be divided, administered, and distributed as follows: a. Division into Separate Shares Each share set aside for a deceased beneficiary who has then living descendants shall be divided into as many equal shares as shall be necessary to create one equal share for the deceased beneficiary's descendants, per stirpes. b. Outright Distribution If any descendant of a deceased beneficiary is over 25 years of age and is not legally incapacitated, my Trustee shall distribute that descendant's share outright to that descendant. 12-8 113722 c. Retention of a Minor's or Disabled Descendant's Share in Trust If any descendant of a deceased beneficiary is under 25 years of age, or if any descendant of a deceased beneficiary is disabled or incapacitated as defined in Article Eighteen of this agreement, then my Trustee shall retain such share in trust under the provisions of Article Fourteen. Section 4. Retention of Distributions in Trust. Whenever a distribution is authorized or required to be made by a provision of this Article to any beneficiary, then that beneficiary may direct my Trustee in writing to retain such distribution in trust as follows: a. A Beneficiary's Right to Income My Trustee, during the lifetime of the beneficiary, shall pay to or apply for the benefit of the beneficiary from time to time and at the beneficiary's written direction all of the net income from this trust. b. A Beneficiary's Right to Withdraw Principal My Trustee shall pay to or apply for the benefit of the beneficiary such amounts from the principal as the beneficiary may at any time request in writing. No limitation shall be placed on the beneficiary as to either the amount of or reason for such invasion of principal. c. Principal Distributions in My Trustee's Discretion My Trustee may also distribute to or for the benefit of the beneficiary as much of the principal of the trust as my Trustee, in its sole and absolute discretion, shall consider necessary or advisable for the education, health, maintenance, and support of the beneficiary. 12-9 113722 d. A Beneficiary's General Power of Appointment The beneficiary shall have the unlimited and unrestricted general power to appoint~ by a valid last will and testament or trust agreement, the entire principal and any accrued and undistributed net income of the trust as it exists at the beneficiary's death. In exercising this general power of appointment, the beneficiary shall specifically refer to this power. The beneficiary shall have the sole and exclusive right to exercise the general power of appointment. This general power of appointment specifically grants to the beneficiary the right to appoint property to the beneficiary's own estate. It also specifically grants to the beneficiary the right to appoint the property among persons~ corporations~ or other entities in equal or unequal proportions, and on such terms and conditions, whether outright or in trust, as the beneficiary may elect. Any property in the trust which is not distributed pursuant to the exercise of the general power of appointment shall be distributed to the beneficiary's then living descendants, per stirpes. If the beneficiary has no then living descendants, my Trustee shall distribute the remaining trust property as provided in Article Thirteen of this agreement. 12-10 113 722 Article Thirteen Ultimate Distribution Pattern If at any time there is no person, corporation, or other entity entitled to receive all or any part of my trust property, then all of the trust property shall be distributed to those persons who would be my heirs had I died intestate owning such property. The distribution of trust property, for purposes of this Article, shall be determined by the laws of descent and distribution for intestate estates in the Commonwealth of Pennsylvania as such laws are in effect at the time of any distribution under this Article. \ . 13-1 \13 722 Article Fourteen Methods of Distribution and Trust Administration with Regard to Minor and Disabled Beneficiaries Section 1. General Guidelines for Distribution Whenever a distribution is authorized or required to be made by a provision of this agreement to any beneficiary, excep~ for the Trustmaker's spouse, who is disabled or incapacitated, such distribution may be made by my Trustee: Without continuing court supervision or the intervention of a guardian, conservator, or any other legal representative. Without giving or requiring any bond or surety on bond. Pursuant to any of the methods authorized upder this Article. In making distributions under this Article, disability or incapacity shall include adjudicated mental incapacity by a court of competent jurisdiction, or incapacity because of age, illness, or injury. Before making any distributions to beneficiaries other than me under this Article, it is my desire that my Trustee, to the extent that it is both reasonable and possible: Inquire into the ultimate disposition of the distributed funds. Take into consideration the behavior of trust beneficiaries with regard to their disposition of prior distributions of trust property. My Trustee shall obtain a receipt from the person, corporation, or other entity receiving any distribution called for in this Article. 14-1 113 722 Section 2. Methods of Payment My Trustee may make the distributions called for in this Article in anyone or more of the following ways: Directly to a beneficiary. To persons, corporations, or other entities for the use and benefit of the beneficiary. To an account in a commercial bank or savings institution in the name of the beneficiary, or in a form reserving the title, management, and custody of the account to a suitable person, corporation, or other entity for the use and benefit of the beneficiary. In. any prudent form of annuity purchased for the use and benefit of the beneficiary. To any person or duly licensed fmancial institution, including my Trustee, as a custodian under the Uniform Transfers to Minors Act, or any similar act, of any state, or in any manner allowed by any state statute dealing with gifts or distributions to minors or other individuals under a legal disability. To any guardian, agent under a valid power of attorney, or other person deemed by my Trustee to be responsible, and who has assumed the responsibility of caring for the beneficiary. Section 3. Trustee's Discretion to Keep Property in Trust If any trust property becomes distributable to a beneficiary when the beneficiary is under 25 years of age, or when the beneficiary is under any form of legal disability, as defined in Article Eighteen, my Trustee, in its sole and absolute discretion, may retain that beneficiary's share in a separate trust until he or she attains 25 years of age, or until his or her legal disability has ceased, as follows: a. Distributions of Trust Income and Principal My Trustee shall apply to or for the benefit of the beneficiary as much of the net income and principal of the trust as my Trustee, in its sole and absolute discretion, deems necessary or advisable for the beneficiary's education, health, maintenance, and support. 14-2 113 722 In making any distributions of income and principal under this Article, my Trustee shall be mindful of, and take into consideration to the extent it deems necessary, any additional sources of income and principal available to the beneficiary which arise outside of this agreement. Any net income not distributed to a beneficiary shall be accumulated and added to principal. b. Termination and Distribution My Trustee shall distribute the trust property to a beneficiary: When he or she attains 25 years of age, or When he or she ceases to be disabled. c. A Beneficiary's General Power to Appoint Trust Property If a beneficiary should die before the complete distribution of his or her trust, the trust shall terminate and all of the trust property shall be distributed to such persons, corporations, or other entities, including the beneficiary's own estate, in the manner in which the beneficiary shall elect. This general power of appointment must be exercised by the beneficiary by either a valid living trust or last will and testament, either of which specifically refers to this power of appointment. To the extent this general power of appointment is not exercised, my Trustee shall distribute the remaining trust property to the then living descendants of the beneficiary, per stirpes. If the beneficiary has no then living descendants, my Trustee shall distribute the remaining trust property to my then living descendants, per stirpes. If I have no then living descendants, my Trustee shall distribute the remaining trust property as provided in Article Thirteen of this agreement. 14-3 1 13 722 .r Section 4. Application to the Trustmaker or the Trustmaker's Spouse Notwithstanding anything in this agreement to the contrary, in no event shall this Article apply to the Trustmaker or the Trustmaker's spouse. 14-4 t 13722 Article Fifteen The Resignation, Replacement, and Succession of My Trustees Section 1. The Resignation of a Trustee Any Trustee may resign by giving thirty days' written notice to me or to my legal representative. If I am not living, the notice shall be delivered to the Trustee, if any, and to all of the beneficiaries then eligible to receive mandatory or discretionary distributions of net income from any trust created under this agreement. If a beneficiary is a minor or is legally incapacitated, the notice shall be delivered to that beneficiary's guardian or other legal representative. Notwithstanding the foregoing, if PNC Bank, National Association (the "Bank") is serving as Trustee, the Bank may resign after my death by giving thirty (30) days notice to the then serving Co-Trustee. If there is no then serving Co-Trustee, then notice shall be given to the current income beneficiaries of the Trust. Section 2. The Removal of a Trustee Any Trustee may be removed by me, my spouse, my children, or my other beneficiaries as follows: a. Removal by Me I reserve the right to remove any Trustee at any time. b. Removal by My Spouse After my death, or during any period that I am disabled, my spouse may remove any Trustee. 15-1 113 722 c. Removal by My Other Beneficiaries After the death or disability of both me and my spouse, a majority of the beneficiaries then eligible to receive mandatory or discretionary distributions of net income under this agreement may remove any Trustee. d. Notice of Removal Neither I, my spouse, nor any of my beneficiaries, need give any Trustee being removed any reason, cause, or ground for such removal. Notice of removal shall be effective when made in writing by either: Personally delivering notice to the Trustee and securing a written receipt, or Mailing notice in the United States mail to the last known address of the Trustee by certified mail, return receipt requested. Section 3. Replacement of Trustees Trustees shall be replaced in the following manner: a. The. Death or Disability of a Cotrustee While I Am a Trustee I may serve as a sole Trustee or I may name any number of Cotrustees to serve with me. If a Cotrustee subsequently dies, resigns, becomes legally incapacitated, or is otherwise unable or unwilling to serve as a Cotrustee, I mayor may not fill the vacancy, as I choose. b. My Trustees upon My Disability During any period that I am disabled, all of the following disability Trustees shall replace my initial Trustee: PNC BANK, NATIONAL ASSOCIATION. 15-2 113722 c. My Trustees upon My Death On my death, PNC BANK, NATIONAL ASSOCIATION acting as my death Trustee shall replace my initial Trustee, if they are then serving, or all of the disability Trustees, if they are then serving. d. Successor Trustees If a successor Trustee is unwilling or unable to serve during the period in which I am disabled or after my death, the next following successor Trustee shall serve until the successor Trustees so named have been exhausted. A Trustee may be listed more than once in this Section or an initial Trustee may also be named as a disability Trustee or a Trustee who will serve upon my death. Naming a Trustee more than once is done as a convenience only and is not to be construed as a termination of that Trustee's trusteeship. e. Unfilled Trusteeship In the event no named Trustees are available, a majority of the beneficiaries then eligible to receive mandatory or discretionary distributions of net income under this agreement shall forthwith name a corporate fiduciary. If a majority of the beneficiaries then eligible to receive mandatory or discretionary distributions of net income under this agreement cannot agree on a corporate fiduciary, any beneficiary can petition a court of competent jurisdiction, ex parte, to designate a corporate fiduciary as a Trustee. The court that designates the successor Trustee shall not acquire any jurisdiction over any trust created under this agreement, except to the extent necessary to name a corporate fiduciary as a successor Trustee. Section 4. Corporate Fiduciaries Any corporate fiduciary named in this trust agreement or appointed by a court of competent jurisdiction as a Trustee must be a bank or trust company situated in the United States having trust powers under applicable federal or state law. 15-3 113722 Such fiduciary shall have a combined capital and surplus of at least 2 million dollars or assets under management of at least 100 million dollars. Section 5. Powers and Liabilities of Successor Trustee Any successor Trustee, whether corporate or individual, shall have all of the rights, powers, and privileges, and be subject to all of the obligations and duties, both discretionary and ministerial, as given to the original Trustees. Any successor Trustee shall be subject to any restrictions imposed on the original Trustees. No successor Trustee shall be required to examine the accounts, records, and acts of any previous Trustees. No successor Trustee shall in any way be responsible for any act or omission to act on the part of any previous Trustees. 15-4 113 722 Article Sixteen General Matters and Instructions with Regard to the Trusteeship Section 1. Use of "Trustee" Nomenclature As used throughout this agreement, the word "Trustee" shall refer to the initial Trustee as well as any single, additional, or successor Trustee. It shall also refer to any individual, corporation, or other entity acting as a replacement, substitute, or added Trustee. Section 2. No Requirement to Furnish Bond My Trustee shall not be required to furnish any bond for the faithful performance of its duties. If a bond is required by any law or court of competent jurisdiction, it is my desire that no surety be required on such bond. Section 3. Court Supervision Not Required All trusts created under this agreement shall be administered free from the active supervision of any court. Any proceedings to seek judicial instructions or a judicial determination shall be initiated by my Trustee in the appropriate state court having original jurisdiction of those matters relating to the construction and administration of trusts. 16-1 113722 Section 4. My Trustee's Responsibility to Make Information Available to Beneficiaries My Trustee shall report, at least semiannually, to the beneficiaries then eligible to receive mandatory or discretionary distributions of the net income from the various trusts created in this agreement all of the receipts, disbursements, and distributions occurring during the reporting period along with a complete statement of the trust property. The trust's books and records along with all trust documentation shall be available and open at all reasonable times to the inspection of the trust beneficiaries and their representatives. My Trustee shall not be required to furnish trust records or documentation to any individual, corporation, or other entity that is not a beneficiary, does not have the express written approval of a beneficiary, or is not requesting such pursuant to a court order. Section 5. Delegation among the Trustees Any Trustee may delegate to any other Trustee the power to exercise any or all powers granted my Trustee in this agreement, including those which are discretionary, if allowed by law. My delegating Trustee may revoke any such delegation at will. The delegation of any such power, as well as the revocation of any such delegation, shall be evidenced by an instrument in writing executed by the delegating Trustee. As long as any such delegation is in effect, any of the delegated powers may be exercised by the Trustee receiving such delegation with the same force and effect as if the delegating Trustee had personally joined in the exercise of such power. Section 6. Utilization of Substitute Trustee If any Trustee is unwilling or unable to act as to any trust property, my Trustee shall designate, in writing, an individual, bank trust department, or trust company to act as a substitute Trustee with regard to such property. The property being administered by the substitute Trustee, as well as the net income therefrom, shall be distributed or remitted as directed by the delegating Trustee consistent with the terms of this agreement. 16-2 113 722 Each substitute Trustee shall exercise all of the fiduciary powers granted by this agreement unless expressly limited by the delegating Trustee in the instrument appointing such substitute Trustee, or by any provision within this Section. Any substitute Trustee may resign at any time by delivering written notice to my Trustee to that effect. Section 7. Trustee's Fee My individual Trustee shall be entitled to fair and reasonable compensation for the services it renders as a fiduciary. The amount of compensation shall be an amount equal to the cuStomary and prevailing charges for services of a similar nature during the same period of time and in the same geographic locale. Any Trustee shall be reimbursed for the reasonable costs and expenses incurred in connection with its fiduciary duties under this agreement. I '... My Corporate Trustee shall be entitled to compensation for its services in accordance with its standard schedule of charges currently in effect at the time its services are called upon from time to time during the period over which such services are performed. Section 8. A Majority of Trustees Required to Control When more than two Trustees are acting, the concurrence and joinder of a majority of my Trustees shall control in all matters pertaining to the administration of any trust created under this agreement. If only two Trustees are acting, the concurrence and joinder of both shall be required. When more than two Trustees are acting, any dissenting or abstaining Trustee may be absolved :from personal liability by registering a written dissent or abstention with the records of the trust; the dissenting Trustee shall thereafter act with the other Trustees in any manner necessary or appropriate to effectuate the decision of the majority. 16-3 113 722 Section 9. Successor Corporate Fiduciaries If any bank or trust company ever succeeds to the trust business of any corporate fiduciary serving as a Trustee under this agreement, whether because of a name change or any other form of reorganization, or if such corporate fiduciary ever transfers all of its existing business to any other bank or trust company, the successor shall thereupon, without any action being required, succeed to the trusteeship as if originally named. Section 10. Early Termination of Trusts Based on Cost If my Trustee, other than my spouse acting as a Trustee, shall detennine, in its sole and absolute discretion, that any trust created under this agreement has become uneconomical to administer due to the high cost of administration relative to the value of the trust property, my Trustee may terminate such trust or trusts and distribute the trust property, including any accrued but undistributed net income, in the following order: To me if! am then living. To my spouse, if a beneficiary of the trust. To the beneficiaries then entitled to receive discretionary payments of income of the trust, per stirpes. Section 11. Generation-Skipping Tax Provisions In order to minimize the impact of any generation-skipping tax that may be applied to any of the trusts created by this agreement or their beneficiaries, my Trustee, in its sole and absolute discretion, is authorized to take the following actions: a. Division into Exempt and Nonexempt Trusts If any trust created under this agreement would be partially exempt from generation-skipping tax by reason of an allocation of a generation- skipping tax exemption to it, prior to such allocation my Trustee shall divide the total trust assets into two separate trust shares of equal or unequal value, to permit allocation of the exemption solely to one trust share (the "exempt trust"). The exempt trust shall consist of a fractional 16-4 113722 interest of the total trust assets in an amount necessary to cause the exempt trust to be entirely exempt from generation-skipping tax. The other trust share (the "nonexempt trust") shall consist of the remaining fractional interest of the total trust assets. For purposes of this allocation, assets values as finally determined for federal estate tax pwposes shall be used. b. Additions to a Separate Trust If a trust under this agreement, whether created under this Section or not, is entirely exempt or nonexempt from generation-skipping tax and adding property to it would partially subject the trust to generation- skipping tax, my Trostee may hold that property in a separate trust in lieu of making the addition. c. Terms of the Trusts If my Trustee divides a trust into two separate trust shares or creates a separate trust for additions, the trusts or trust shares that result shall have the same terms and conditions as the original trust. My Trustee shall not make discretionary distributions from the income or principal of the exempt trost to beneficiaries who are nonskip persons as long as any readily marketable assets remain in the nonexempt tru'st. d. Allocation from an Exempt Trust First Upon division or distribution of an exempt trust and a nonexempt trost, my Trustee may allocate property from the exempt trust first to a share from which a generation-skipping transfer is more likely to occur. e. Taxable Distributions If my Trostee considers that any distribution from a trust under this agreement, other than pursuant to a power to withdraw or appoint, is a taxable distribution subject to a generation-skipping tax payable by the beneficiary, my Trustee shall augment the distribution by an amount which my Trustee estimates to be sufficient to pay the tax and shall charge the same against the trust to which the tax relates. 16-5 113722 f. Taxable Terminations If my Trustee considers that any termination of an interest in trust property is a taxable termination subject to a generation-skipping tax, my Trustee shall pay the tax from the portion of the trust property to which the tax relates, without adjustment of the relative interests of the beneficiaries. 16-6 113 722 Article Seventeen My Trustee's Administrative and Investment Powers Section 1. Introduction to Trustee's Powers Except as otherwise provided in this agreement, my Trustee shall have both the administrative and investment powers enumerated under this Article and any other powers granted by law with respect to the various trusts created by this agreement. Section 2. Powers to Be Exercised in the Best Interests of the Beneficiaries My Trustee shall exercise the following administrative and investment powers without the order of any court, as my Trustee determines in its sole and absolute discretion to be in the best interests of the beneficiaries. Notwithstanding anything to the contrary in this agreement, my Trustee shall not exercise any power in a manner inconsistent with the beneficiaries' right to the beneficial enjoyment of the trust property in accordance with the general principles of the law of trusts. Section 3. Administrative and Investment Powers My Trustee is hereby granted the following administrative and investment powers: a. Agricultural Powers My Trustee may retain, sell, acquire, and continue any farm or ranching operation whether as a sole proprietorship, partnership, or corporation. 17-1 113722 My Trustee may engage in the production, harvesting, and marketing of both farm and ranch products either by operating directly or with management agencies, hired labor, tenants, or sharecroppers. My Trustee may engage and participate in any government farm program, whether state or federally sponsored. My Trustee may purchase or rent machinery, equipment, livestock, poultry, feed, and seed. My Trustee may improve and repair all farm and ranch properties; construct buildings, fences, and drainage facilities; acquire, retain, improve, and dispose of wells, water rights, ditch rights, and priorities of any nature. My Trustee may, in general, do all things customary or desirable to operate a farm or ranch operation for the benefit of the beneficiaries of the various trusts created under this agreement. b. Business Powers My Trustee may retain and continue any business in which I have or had an interest as a shareholder, partner, sole proprietor, or as a participant in a joint venture, even though that interest may constitute all or a substantial portion ofthe trust property. My Trustee may directly participate in the conduct of any such business or employ others to do so on behalf of the beneficiaries. My Trustee may execute partnership agreements, buy-sell agreements, and any amendments to them. My Trustee may participate in the incorporation of any trust property; any corporate reorganization, merger, consolidation, recapitalization, liquidation, dissolution; or any stock redemption or cross purchase buy- sell agreement. My Trustee may hold the stock of any corporation as trust property, and may elect or employ directors, officers, employees, and agents and compensate them for their services. My Trustee may sell or liquidate any business interest that is part of the trust property. 17-2 113 722 My Trustee may carry out the provisions of any agreement entered into by me for the sale of any business interest or the stock thereof. My Trustee may exercise all of the business powers granted in this agreement regardless of whether my Trustee is personally interested or an involved party with respect to any business enterprise forming a part of the trust property. My Trustee shall not be liable for any actions it takes with respect to its exercise of business powers, other than acts of fraud or gross negligence. c. Environmental Powers My Trustee shall have the power to inspect any trust property to determine compliance with any environmental law affecting such property or to respond to any environmental law affecting property held by my Trustee. "Environmental Law" shall mean any federal, state, or local law, rule, regulation, or ordinance relating to protection of the environment or of human health. My Trustee shall have the power to refuse to accept property if my Trustee determines that there is a substantial risk that such property is contaminated by any hazardous substance or has previously, or is currently, being used for any activities directly or indirectly involving hazardous substances which could result in liability to the trust assets. "Hazardous substance" shall mean any substance defined as hazardous or toxic by any federal, state, or local law, rule, regulation, or ordinance. My Trustee shall have the power to take any necessary action to prevent, abate, clean up or otherwise respond to any actual or threatened violation of any environmental law affecting trust property prior to or after the initiation or enforcement of any action by any governmental body. My Trustee may disclaim or release any power granted to it or implied by any document, statute, or rule of law which the Trustee determines may cause the Trustee to incur liability under any environmental law . My Trustee may charge the cost of any inspection, review, prevention, abatement, response, cleanup, or remedial action authorized under this power against the trust property. 17-3 113 722 My Trustee shall not be liable to any beneficiary or to any other party for any decrease in value of the trust property by reason of my Trustee's compliance with any environmental law, specifically including any reporting requirement under such law. d. Common Fund Powers For the purpose of convenience with regard to the administration and investment of the trust property, my Trustee may hold the several trusts created under this agreement as a common fund. My Trustee may make joint investments with respect to the funds comprising the trust property. My Trustee may enter into any transaction authorized by this Article with fiduciaries or other trusts or estates in which any beneficiary hereunder has an interest, even though such fiduciary is also a Trustee under this agreement. e. Compensation Powers My Trustee shall pay from income or principal all of the reasonable expenses attributable to the administration of the respective trusts created in this agreement. My Trustee shall pay itself compensation for its services as fiduciary as provided in Article Sixteen, Section 7 of this agreement, and shall reasonably compensate those persons employed by my Trustee, including agents, auditors, accountants, and attorneys. Compensation paid to my Trustee and/or persons employed by my Trustees, whether corporate or individual, shall not diminish the compensation due to the Corporate Trustee under Section 7 of Article Sixteen. f. Distribution Powers My Trustee is specifically authorized to make divisions and distributions of the trust property either in cash or in kind, or partly in cash and partly in kind, or in any proportion it deems advisable. My Trustee shall be under no obligation or responsibility to make pro rata divisions and distributions in kind. 17-4 113 722 My Trustee may allocate specific property to any beneficiary or share although the property may differ in kind from the property allocated to any other beneficiary or share. The foregoing powers may be exercised regardless of the income tax basis of any of the property. g. Funeral and Burial Expenses My Trustee may in its sole discretion pay the funeral and burial expenses, expenses of the last illness, and valid claims and expenses of an income beneficiary of any trust created under this agreement. Funeral and burial expenses shall include, but not be limited to, the cost of memorials of all types and memorial services of such kind as my Trustee shall approve. Valid claims and expenses shall include, but not be limited to, all state and federal death taxes. The payments shall be paid from the assets of the trust or trusts from which the beneficiary was receiving income. h. Income and Principal Powers My Trustee may determine in a fair, equitable, and practical manner how all Trustee's fees, disbursements, receipts, and wasting assets shall be credited, charged, or apportioned between principal and income. My Trustee may set aside from trust income reasonable reserves for taxes, assessments, insurance premiums, repairs, depreciation, obsolescence, depletion, and for the equalization of payments to or for the beneficiaries; it may select. any and all accounting periods with regard to the trust property. i. Investment Powers in General My Trustee may invest and reinvest in such classes of stocks, bonds, securities, commodities, options, metals, or other property, real or personal, as it shall determine. My Trustee may invest in investment trusts as well as in common trust funds. 17-5 113 722 My Trustee may purchase life, annuity, accident, sickness, and medical insurance on the behalf of and for the benefit of any trust beneficiary. j. Life Insurance Powers My Trustee, in its sole and absolute discretion, shall have the powers with regard to life insurance as set forth in this Paragraph j, except as otherwise provided in this agreement. My Trustee may purchase, accept, hold, and deal with as owner policies of insurance on my life, the life of any trust beneficiary, or on the life of any person in whom any trust beneficiary has an insurable interest. My Trustee shall have the power to execute or cancel any automatic premium loan agreement with respect to any policy, and shall have the power to elect or cancel any automatic premium loan provision in a life insurance policy. My Trustee may borrow money with which to pay premiums due on any policy either from the company issuing the policy or from any other source and may assign any such policy as security for the loan. My Trustee shall have the power to exercise any option contained in a policy with regard to any dividend or share of surplus apportioned to the policy, to reduce the amount of a policy or convert or exchange the policy, or to surrender a policy at any time for its cash value. My Trustee may elect any paid-up insurance or any extended-term insurance nonforfeiture option contained in a policy. My Trustee shall have the power to sell policies at their fair market value to the insured or to anyone having an insurable interest in the policies. My Trustee shall have the right to exercise any other right, option, or benefit contained in a policy or permitted by the insurance company issuing that policy. Upon termination of any trust created under this agreement, my Trustee shall have the power to transfer and assign the policies held by the trust as a distribution of trust property. 17-6 113 722 k. Loan, Borrowing, and Encumbrance Powers My Trustee may loan money to any person, including a beneficiary, with or without interest, on any term or on demand, with or without collateral, as it deems in the best interests of the trust beneficiaries. My Trustee may borrow money upon such terms and conditions as it shall deem advisable, including, in the case of a corporate fiduciary, the power to borrow from its own banking or commercial department. My Trustee shall have the power to obligate the trust property for the repayment of any sums borrowed where the best interests of the beneficiaries have been taken into consideration. My Trustee shall have the power to encumber the trust property, in whole or in part, by a mortgage or mortgages, deeds of trust, or by pledge, hypothecation or otherwise, even though such encumbrance may continue to be effective after the term of any trust or trusts created in this agreement. I. Margin, Brokerage, and Bank Account Powers My Trustee is authorized to buy, sell, and trade in securities of any nature, including short sales and on margin. My Trustee may maintain and operate margin accounts with brokers, and may pledge any securities held or purchased by my Trustee with such brokers as securities for loans and advances made to my Trustee. My Trustee is authorized to establish and maintain bank accounts of all types in one or more banking institutions that my Trustee may choose. m. Mortgage Powers My Trustee shall have the power to enter into any mortgage whether as a mortgagee or mortgagor, to purchase mortgages on the open market, and to otherwise buy, sell, or trade in first or subordinate mortgages. My Trustee may reduce the interest rate on any mortgage and consent to the modification or release of any guaranty of any mortgage. My Trustee may continue mortgages upon and after maturity with or without renewal or extension, and may foreclose any mortgage. My Trustee may purchase the mortgaged property or acquire it by deed from the mortgagor without foreclosure. 17-7 113 722 n. Nominee Powers My Trustee may hold any trust property in the name of my Trustee, or in the name of a nominee, and may enter into agreements to facilitate holding such property. My Trustee may accomplish such with or without disclosing its fiduciary capacity. o. Nonproductive Property My Trustee may hold property which is non-income producing or is otherwise nonproductive if the holding of such property is, in the sole and absolute discretion of my Trustee, in the best interests of the beneficiaries. p. Oil, Gas, Coal, and Other Mineral Powers My Trustee may do all things necessary to maintain in full force and effect any oil, gas, coal, or other mineral interests comprising part or all of the trust property. My Trustee may purchase additional oil, gas, coal, and other mineral interests when necessary or desirable to effect a reasonable plan of operation or development with regard to the trust property. My Trustee may buy or sell undivided interest in oil, gas, coal, and other mineral interests, and may exchange any of such interests for interests in other properties or for services. My Trustee may execute oil, gas, coal, and other mineral leases on such terms as my Trustee may deem proper, and may enter into pooling, unitization, repressurization, and other types of agreements relating to the development, operation, and conservation of mineral properties. Any lease or other agreement may have a duration that my Trustee deems reasonable, even though extending beyond the duration of any trust created in this agreement. My Trustee may execute division orders, transfer orders, releases, assignments, farmouts, and any other instruments which it deems proper. My Trustee may drill, test, explore, mine, develop, and otherwise exploit any and all oil, gas, coal, and other mineral interests, and may 17-8 113722 select, employ, utilize, or participate in any business form, including partnerships, joint ventures, co-owners' groups, syndicates, and corporations, for the purpose of acquiring, holding, exploiting, developing, operating, or disposing of oil, gas, coal, and other mineral interests. My Trustee may employ the services of consultants or outside specialists in connection with the evaluation, management, acquisition, disposition, or development of any mineral interest, and may pay the cost of such services from the principal or income of the trust property. My Trustee may use the general assets of the trusts created under this agreement for the purposes of acquiring, holding, managing, developing, pooling, unitizing, repressuring, or disposing of any mineral interest. q. Powers of Attorney My Trustee may execute, deliver, and grant to any individual or corporation a revocable or irrevocable power of attorney to transact any and all business on behalf of the various trusts created in this agreement. The power of attorney may grant to the attorney-in-fact all of the rights, powers, and discretion that my Trustee could have exercised. r. Powers to Merge Similar Trusts My Trustee may merge and consolidate any trust created in this agreement with any other trust created by me, or any other person at any other time, if the other trust contains substantially the same terms for the same beneficiaries, and has at least one Trustee in common with the trust or trusts created in this agreement. My Trustee may administer such merged and consolidated trusts as a single trust or unit. If, however, such a merger or consolidation does not appear feasible, as determined in the sole and absolute discretion of my Trustee, my Trustee may consolidate the assets of such trusts for purposes of investment and trust administration while retaining separate records and accounts for the respective trusts. 17-9 113722 s. Powers of an Interested Trustee An interested Trustee is any Trustee who has an interest as a beneficiary in this trust agreement or any trust created by it. In all instances where an interested Trustee distributes, or participates in the distribution, of trust income or principal to or for the benefit of such Trustee, then the distribution shall be limited by the ascertainable standards of education, health, maintenance, and support. Notwithstanding anything in this agreement to the contrary, in making such distributions, the interested Trustee shall not use discretion in applying those ascertainable standards. No individual Trustee shall exercise or participate in the exercise of such discretionary power with respect to distributions to any person or persons such individual is legally obligated to support, as to that support obligation. t. Powers of an Insured Trustee Any individual Trustee under this agreement, other than me, is prohibited from exercising any power conferred on the owner of any policy which insures the life of such individual Trustee and which is held as part ofthe trust property. If my Trustee holds any such policy or policies as a part of the trust property, the powers conferred on the owner of such a policy shall be exercised only by the other then acting Trustee. If the insured Trustee is the only then acting Trustee, then such powers shall be exercised by a substitute Trustee designated pursuant to the provisions of the agreement dealing with the trusteeship. If any rule of law or court decision construes the ability of the insured Trustee to name a substitute Trustee as an incident of ownership, the substitution process shall be implemented by a majority of the then current mandatory and discretionary income beneficiaries, excluding the insured Trustee if the insured Trustee is a beneficiary. u. Real Estate Powers My Trustee may purchase, sell, transfer, exchange or otherwise acquire or dispose of any real estate. 17-10 113722 My Trustee may make leases and grant options to lease for any term, even though the term may extend beyond the termination of any trust created under this agreement. My Trustee may grant or release easements and other interests with respect to real estate, enter into party wall agreements, execute estoppel certificates, and develop and subdivide any real estate. My Trustee may dedicate parks, streets, and alleys or vacate any street or alley, and may construct, repair, alter, remodel, demolish, or abandon improvements. My Trustee may elect to insure, as it deems advisable, all actions contemplated by this subsection. My Trustee may take any other action reasonably necessary for the preservation of real estate and fixtures comprising a part of the trust property or the income therefrom. v. S Corporation Stock If any stock of an S corporation becomes distributable to a trust created under this agreement, and such trust is not a qualified Subchapter S trust, my Trustee may implement any of the following alternatives with respect to the S corporation stock: 1. A Sole Beneficiary Where the original trust is for a sole beneficiary, my Trustee may create for that beneficiary a separate trust that qualifies as a Subchapter S trust, and then distribute such stock to the newly created trust. 2. Multiple Beneficiaries Where the original trust is for multiple beneficiaries, my Trustee may divide the trust into separate trusts for each of the beneficiaries. Each newly created trust shall hold that beneficiary's pro rata share of the S corporation stock, and shall qualify as a Subchapter S trust. 17-11 113722 3. Outright Distribution If circumstances prevent my Trustee from accomplishing the first two alternatives under this paragraph, my Trustee may, in its sole and absolute discretion, distribute such stock to the beneficiaries as if the trust had terminated, while continuing to hold any other non-S corporation property in trust. Each newly created S corporation trust shall have mandatory distributions of income and shall not provide for powers of appointment that can be exercised by the beneficiary during the beneficiary's lifetime. In all other respects, the newly created trusts shall be as consistent as possible with the original trusts and still qualify as Subchapter S trusts. My Trustee may take any action necessary with regard to S corporations, including making any elections required to qualify stock as S corporation stock, and may sign all required tax returns and forms. w. Sale, Lease, and Other Dispositive Powers My Trustee may sell, lease, transfer, exchange, grant options with respect to, or otherwise dispose of the trust property. My Trustee may deal with the trust property at such time or times, for such purposes, for such considerations and upon such terms, credits, and conditions, and for such periods of time, whether ending before or after the term of any trust created under this agreement, as it deems advisable. My Trustee may make such contracts, deeds, leases, and any other instruments it deems proper under the immediate circumstances, and may deal with the trust property in all other ways in which a natural person could deal with his or her property. x. Securities Powers In addition to those other securities powers granted throughout this Article, my Trustee may retain, exercise, or sell rights of conversion or subscription with respect to any securities held as part of the trust property. 17-12 113722 My Trustee may vote or refrain from voting at corporate meetings either in person or by proxy, whether general or limited, and with or without substitutions. y. Settlement Powers My Trustee may compromise, adjust, arbitrate, alter the terms of, or abandon any claim in favor of or against any trust created under this agreement, and may take deeds in lieu of foreclosure. z. Trust Addition and Retention Powers My Trustee is authorized to receive additional trust property, whether by gift, will, or otherwise, from either me or any other person, corporation, or entity. Upon receipt of any additional property, my Trustee shall administer and distribute the same as part of the trust property. My Trustee may retain, without liability for depreciation or loss resulting from such retention, all property constituting the trust estate at the time of its creation or thereafter received from other sources. The foregoing shall be acceptable even though such property may not be of the character prescribed by law for the investment of trust funds or may result in inadequate diversification of the trust property. aa. Concerning Self-Dealing et al. No rule of law against self-dealing, divided loyalty, or conflict of interest shall be applied to render any transaction effected by the fiduciaries void, voidable, or otherwise subject to attack solely for violation of such rule, nor shall the fiduciaries incur any liability, nor shall any fiduciary commissions for acting hereunder be reduced, solely for violation of such rule. Any transaction which involves self-dealing, divided loyalty, or conflict of interest by the fiduciaries shall be judged by the rules of law which would apply to the same transaction at arm's length between strangers free of any element of self-dealing, divided loyalty, or conflict of interest. Thus, by way of illustration and not of limitation, all fiduciaries are authorized, without giving any notice required by statute, to: 17-13 113722 1. Employ and compensate any fiduciary or any affiliate as broker, agent, or professional advisor for any puzpose. 2. Borrow from the commercial department of any corporate fiduciary or any affiliate at current interest rates. 3. Buy, retain, and sell any debt or equity security issued or underwritten by any corporate fiduciary or any affiliate and any debt security secured, supported, and/or otherwise enhanced by a letter of credit issued by any corporate fiduciary or any affiliate. 4. Buy, retain, and sell any security of any investment company or trust registered under the Investment Company Act of 1940 to which any corporate fiduciary or any affiliate renders services for compensation. 5. Buy property from or sell property to any beneficiary or fiduciary acting hereunder or otherwise on ann's length terms. An "affiliate" means any entity which owns, directly or indirectly, an interest in any corporate fiduciary, any entity in which any corporate fiduciary owns an interest, directly or indirectly, and any entity in common control with any corporate fiduciary. bb. Trustees' or Fiduciaries' Powers Acts In addition to all of the powers specifically granted my Trustee in this Article, my Trustee may exercise those powers set forth under the Trustees' or Fiduciaries' Powers Acts, or their equivalent, of the Commonwealth of Pennsylvania, together with any amendment to such laws. My Trustee may perform every act reasonably necessary to administer each and every share or trust created under this agreement. All of the powers granted to my Trustee in this Article shall be in addition to those powers conferred upon Trustees under all applicable state and federal statutes. Each power conferred upon my Trustee under this Article, or upon Trustees in general, by applicable state or federal statutes, shall be subject to any express limitations or contrary directions contained in this agreement. 17-14 113 722 Article Eighteen Definitions and General Provisions Section 1. Definitions For purposes of this agreement, the following words and phrases shall be defmed as follows: a. Adopted and Afterborn Persons Persons who are legally adopted while they are under 18 years of age (and not those persons adopted after attaining 18 years of age) shall be treated for all purposes under this agreement as though they were the naturally born children of their adopting parents. An afterborn person is a descendant of mine who is born after the date that I sign this agreement. A child in gestation who is later born alive shall be considered a child in being throughout the period of gestation. b. Descendants A person's descendants shall include all of his or her lineal descendants through all generations. A descendant in gestation who is later born alive shall be considered a descendant in being throughout the period of gestation. An adopted person, and all persons who are the descendants by blood or by legal adoption while under the age of 18 years of such adopted person, shall be considered descendants of the adopting parents as well as the adopting parents' ancestors. c. Per Stirpes Distributions Whenever a distribution is to be made to a person's descendants, per stirpes: 18-1 113 722 .r The distributable assets are to be divided into as many shares as there are then living children of such person and deceased children of such person who left then living descendants. Each then living child shall receive one share and the share of each deceased child shall be divided among such child's then living descendants in the same manner. d. Education As used in this trust, "education" shall include: Any course of study or instruction at an accredited college or university granting undergraduate or graduate degrees. Any course of study or instruction at any institution for specialized, vocational, or professional training. Any curriculum offered by any institution that is recognized for purposes of receiving financial assistance from any state or federal agency or program. Any course of study or instruction which may be useful in preparing a beneficiary for any vocation consistent with the beneficiary's abilities and interests. Distributions for education may include tuition, fees, books, supplies, living expenses, travel, and spending money to the extent that they are reasonable. e. Personal Representative For the purposes of this agreement, the term "personal representative" shall include an executor, administrator, guardian, custodian, conservator, Trustee, or any other form of personal representative. f. Disability Except as otherwise provided in this agreement, any individual may be treated as disabled, incompetent, or legally incapacitated if: 18-2 113 722 The individual has been declared or adjudicated as such by a court of competent jurisdiction, or A guardian, conservator, or other personal representative of such individual's person or estate has been appointed by a court of competent jurisdiction, or The individual has been certified as such in writing by at least two licensed physicians, or The individual has disappeared or' is absent for unexplained reasons, or the individual is being detained under duress where the individual is unable to effectively manage his or her property or financial affairs. Section 2. Dissolution of My Marriage If my marriage to my spouse shall be dissolved at any time, my spouse shall cease to be a beneficiary under this agreement and shall be treated for purposes of interpreting this agreement as though my spouse predeceased me. Section 3. The Rule Against Perpetuities Unless sooner terminated by the express provisions of this agreement, each trust created in this agreement shall terminate twenty-one years after the death of the last survivor of the group composed of me, my spouse, and those of my descendants living at the time of my death. At that time, the property held in trust shall be discharged of any further trust, and shall immediately vest in and be distributed to those persons entitled to receive or have the benefit of the income from the respective trust. For purposes of distributions under this Section only, it shall be presumed that any person then entitled to receive any discretionary payments of the income of a separate trust is entitled to receive all of the income, and it shall be presumed that any class of persons entitled to receive discretionary payments of income is entitled to receive all of such income. 18-3 113722 Section 4. Protective Clause To the fullest extent permitted by law, the interests of all the beneficiaries in the various trusts and trust property subject to this agreement, except for my interest therein while I am living, shall not be alienated, pledged, anticipated, assigned, or encumbered unless specifically authorized by the terms of this agreement. Such interests, while they remain trust property, shall not be subject to legal process or to the claims of any creditors. Section 5. Maintaining Property in Trust If, on the termination of any separate trust created under this agreement, a fmal distribution is to be made to a beneficiary for whom my Trustee holds a trust created under this agreement, such distributions shall be added to such trust rather than being distributed. Section 6. Survivorship Presumptions If the order of my death and my spouse's death cannot be established by proof, I shall be deemed to have survived my spouse. Section 7. Contest Clause If any person, including a beneficiary, other than me, shall in any manner, directly or indirectly, attempt to contest or oppose the validity of this agreement, including any amendments thereto, or commences or prosecutes any legal proceedings to set this agreement aside, then in such event such person shall forfeit his or her share, cease to have any right or interest in the trust property, and shall be deemed to have predeceased me. Should any person disclaim his or her interest, in whole or in part, in any trust created for his or her benefit in this trust agreement, the result of which would be for that person to receive trust property free of trust earlier than provided by the terms of the trust, then the disclaiming person shall forfeit his or her interest in the trust, shall cease to have any right or interest in the trust property, and shall be deemed to have predeceased me. 18-4 113722 hI the event my spouse successfully elects to take a statutory share of my estate as provided under state law, then my spouse's interest in this trust shall terminate and any property held in trust for the benefit of my spouse as provided in this agreement shall be held and distributed as though my spouse had predeceased me, notwithstanding any provision in this agreement to the contrary. Section 8. Changing the Trust Situs After my death, the situs of this agreement may be changed by the unanimous consent of all of the beneficiaries then eligible to receive mandatory or discretionary distributions of net income under this agreement. If such consent is obtained, the beneficiaries shall notify my Trustee in writing of such change of trust situs, and shall if necessary designate a successor corporate fiduciary in the new situs. This notice shall constitute removal of the current Trustee if appropriate, and any successor corporate Trustee shall assume its duties as provided under this agreement. A change in situs under this Section shall be final and binding, and shall not be subject to judicial review. Section 9. General Matters The following general matters of construction shall apply to the provisions of this agreement: a. Construction Unless the context requires otherwise, words denoting the singular may be construed as denoting the plural, and words of the plural may be construed as denoting the singular. Words of one gender may be construed as denoting another gender as is appropriate within such context. b. Headings of Articles, Sections, and Paragraphs The headings of Articles, Sections, and Paragraphs used within this agreement are included solely for the convenience and reference of the 18-5 113 722 reader. They shall have no significance In the interpretation or construction of this agreement. c. Notices All notices required to be given in this agreement shall be made in writing by either: Personally delivering notice to the party requiring it, and securing a written receipt, or Mailing notice by certified United States mail, return receipt requested, to the last known address of the party requiring notice. The effective date of the notice shall be the date of the written receipt or the date ofthe return receipt, if received, or ifnot, the date it would have normally been received via certified mail, provided there is evidence of mailing. d. Delivery For purposes of this agreement "delivery" shall mean: Personal delivery to any party, or Delivery by certified United States mail, return receipt requested to the party making delivery. The effective date of delivery shall be the date of personal delivery or the date of the return receipt, if received, or if not, the date it would have normally been received via certified mail, provided there is evidence of mailing. e. Applicable State Law The validity of this trust shall be determined by reference to the laws of the Commonwealth of Pennsylvania. Questions with regard to the construction and administration of the various trusts contained in this agreement shall be determined by 18-6 113 722 reference to the laws of the state in which the trust is then currently being administered. f. Duplicate Originals This agreement may be executed in several counterparts; each counterpart shall be considered a duplicate original agreement. g. Not Contractual My spouse and I are executing our wills at or about the same time, but even though. our wills are similar, they are not intended to be, and shall not be construed to be, contractual or reciprocal. h. Severability If any provision of this agreement is declared by a court of competent jurisdiction to be invalid for any reason, such invalidity shall not affect the remaining provisions of this agreement. The remaining provisions shall be fully severable, and this agreement shall be construed and enforced as if the invalid provision had never been included in this agreement. I have executed this agreement the day and year fIrst written above. I certify that I have read my foregoing restatement of revocable living trust agreement, and that it correctly states the terms and conditions under which my trust property is to be held, managed, and disposed of by my Trustee. I approve this revocable living trust in all particulars, and request my Trustee to execute it. ~ PNC BANK, NATIONAL ASSOCIATION, Trustee BY:~~~/VP. 18-7 113722 COMMONWEALTH OF PENNSYLVANIA ) ) ss. ) COUNTY OF CUMBERLAND The foregoing restatement of living trust agreement was acknowledged before me on March 22,2001, by KATHRYN O. KISTER, as Trustmaker. Witness my hand and official seal. / ' ,1 /,1 /)' <'r--;: , //. ,/ /'; ,,;,:. / <",~./4:-':;: ,-.:<~/,:..;I ,;(.: < /_ #C,c: .'J;. i1 ,"-<../' '/NOTARY PUBLIC t~---~'N:;;;'! S<1~1 '-" 1 ..rn.. """'... 0, r.ro, ,...,., ....~ t.,c 4~ .' t.,...t...' S..,. J.,."n.. A. "",1.:" f. ~". ,.o.".,ri I .:....t.e Hi;n,:'.;;.\~'.'fI 'rr,~r;. C!::!n:: ;...(;.:,p;j C;';':.T''":.." . My Commissic;n' ~xpires July l;?~. 2004 Manber. PGnnSYiV('ln~latiOl1ofNo!arieS COMMONWEALTH OF PENNSYLVANIA ) ) ss. ) COUNTY OF CUMBERLAND The foregoing restatement of living trust agreement was acknowledged before me on March 22, 2001, by ?4/L- .;T nER/:,.'4u//i./1 , a duly authorized representative ofPNC BANK, NATIONAL ASSOCIATION, as Trustee. Witness my hand and official seal. ,~ /" /7'::'" .,/ . < ,;,: ./'" .. ,.G f?~,?'~ ~.;/, tt:.;cd,/;,.'; <:..-/ /-:NOTARY PUBLIC t......----,-.-- ~~tevonna A~~~al~Sea' . , .~arnpden Twp . 'c nil/1, N'1.ary PuMa My G:)lnr(;ie:,kci'F.,~~~;Gr:>ltJd County Mernbiyp;::-~'tl$ '-July 12,2004 ~'. "r"~'~}N;:~nl:: i:;'~;:;;~~;:";~'''~;:;'7~:;r;;:) 18-8