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Home My WebLink About10-30-07 IN RE: ESTATE OF CHARLES E. STANSFIELD : IN THE COURT OF COMMON PLEAS CUMBERLAND COUNTY, PENNSYLVANIA Gerald L. Stansfield, Executor of the: Estate of Charles E. Stansfield, and : NO. 2006-01125 Gerald L. Stansfield, Sandra K. Graeff, and Bryan W. Stansfield ORPHANS COURT DIVISION Petitioners C) ~'':;;O <c_ ::0 _:-:] ;~F,?, ': :~~~. 2~ '.- '" .."./-.... l"'0 C~~J C..;:;:':l ---' c.:> r; -, N 1..0 PETITION FOR DISTRIBUTION OF TRUST ASSETS OF; CHARLES E. STANSFIELD. DECEASED. UNDER THE - j :2~ WILL OF CHARLES E. STANSFIELD - ~-) -0 w r-.:) Cl AND NOW, comes Gerald L. Stansfield, Executor of the Estate of Charles E. Stansfield, and Gerald L. Stansfield, Sandra K. Graeff, and Bryan W. Stansfield, Successor Death Trustees of the Gerald L. Stansfield Living Trust dated February 9, 1996, by and through their attorneys, James Smith Dietterick & Connelly, LLP, and respectfully represents as follows: 1. On February 9, 1996, Charles E. Stansfield (hereinafter "Decedenf') executed his Last Will and Testament (hereinafter "Wilf'). A copy of Decedent's Will is attached hereto and marked as Exhibit "A". 2. The Decedent, a resident of Shiremanstown Borough, Cumberland County, Pennsylvania, died on December 13,2006 and Letters Testamentary were granted to Gerald L. Stansfield on December 19, 2006 as sole executor by the Register of Wills of Cumberland County, Pennsylvania upon the renunciations of Sandra K. Graeff and Bryan W. Stansfield of their rights to serve as co-executors. 3. Section 1 of Article Three ofthe Will gives all of the Decedent's property to his revocable living trust, known as the "Charles E. Stansfield Living Trust dated February 9, 1996" (hereinafter "Living Trusf'). Gerald L. Stansfield, Sandra K. Graeff, and Bryan W. Stansfield are the current Trustees ofthe Living Trust. A copy of the Living Trust is attached hereto and marked as Exhibit "B". 4. No other Court has heretofore taken jurisdiction of any matter relating to this Will or Living Trust. 5. At the time of his death, the Decedent, as Trustee, held a mutual fund account number 7207-0 with T. Rowe Price titled "Charles E. Stansfield Tr Udt Dtd 9-7- 78" holding approximately 883.314 shares ofT. Rowe Price Small-Cap Stock Fund, with an approximate market value of $31 ,021.99, and the Decedent, as Trustee, held a mutual fund account number 00956736291 with Pioneer Investments titled "Charles E. Stansfield Trust dated 8-24-1978" holding approximately 1,112.797 shares of Value Fund with an approximate market value of$18,655.97 (hereinafter the "Unknown Trust Assets"). Copies of the December 2006 statements for these mutual fund accounts are attached hereto and marked as Exhibits "c" and "D" respectively. 6. Petitioners are not aware of the existence of any trust document executed by the Decedent as Trustor prior to the Living Trust executed on February 9, 1996. Petitioners have discovered no evidence of a Charles E. Stansfield Trust document dated . either September 7, 1978 or August 24, 1978. 7. Petitioners have requested copies from T. Rowe Price and Pioneer Investments (hereinafter "Investment Companies") of any documents provided to the 2 Investment Companies when establishing the accounts for the Unknown Trust Assets and have been advised that no copies of documents exist in the Investment Companies' files. 8. The Investment Companies reported the income from the Unknown Trust Assets under the Decedent's social security number rather than a separate trust tax identification number for Federal Income Tax purposes, the implication ofthis being that the accounts were established by the Decedent as Trustor and qualified as Grantor Trusts under the Internal Revenue Code. In order to be correctly classified as Grantor Trusts under the Internal Revenue Code, the Trusts which formed the basis of the accounts must revocable by the Decedent and Decedent must be the Trustee during his lifetime. Copies of the Forms 1099 for 2006 for the accounts are attached hereto and marked Exhibits "E" and "F." 9. The Petitioners will publish in the Cumberland County Law Journal the following notice as set forth in Exhibit "G". 10. The Petitioners are filing this Petition to seek the Court's approval of their proposed distribution of the Unknown Trust Assets and provide an Order of Court as authority for and direction to the Investment Companies regarding distribution of the Unknown Trust Assets. 11. The Petitioners believe that the Decedent used the word "trust" in the account titles under the belief that this titling would create an account "in trust for" his children. 12. The Decedent was unmarried at the time of his death. He had been married twice. His first marriage, to Isabel A. Stansfield, ended by divorce decree on 3 January 8, 1965. Isabel A. Stansfield is still living. Isabel is the mother oftwo of the Decedent's three children, Gerald L. Stansfield and Sandra K. Graeff, two of the Petitioners. 13. The Decedent's second marriage to Phoebe A. Scheer ended by divorce decree on December 29, 1988. Phoebe A. Scheer is deceased, having died on June 15, 1991, and was the mother of one ofthe Decedent's three children, Bryan W. Stansfield, one of the Petitioners. 14. As there is no evidence of a contrary intention, Petitioners, as Decedent's heirs at law and under his Will and Living Trust believe that the Unknown Trust Assets should be distributed in accordance with the Decedent's Will and Living Trust. WHEREFORE, Petitioners request that the holders of the Unknown Trust Assets be directed to pay over said assets to the Decedent's executor for distribution in 4 accordance with his Will and Living Trust. Respectfully submitted, JAMES, SMITH, DIETTERICK & CONNELLY, LLP Dated: October 2- ( , 2007 By: 5 VERIFICATION The undersigned, Gerald L. Stansfield, Executor of the Estate of Charles E. Stansfield, and Gerald L. Stansfield, Sandra K. Graeff, and Bryan W. Stansfield, Successor Death Trustees of the Gerald L. Stansfield Living Trust dated February 9, 1996 hereby verify that the facts set forth in the Petition for Distribution are true and correct to the best of their knowledge, information and belief and further state that false statements herein are made subject to the penalties of 18 Pa.C.S. Section 4904 relating to unsworn falsification to authorities. ~/~ Gerald L. StanS~ld - .. - ~~AIl- . C~fi?s Sandra K. Graeff ~/ W. Stansfield \. . \ Last Will of CHARLES E. STANSFIELD I, CHARLES E. STANSFIELD, a resident of Cumberland County, Pennsylvania, declare that this is my will. I hereby revoke all my previous wills and codicils. Article One Introductory Provisions Section 1. Marital Status I am not currently married. Section 2. Children a. The name(s) and birth date(s) of the children of CHARLES E. STANSFIELD are: Name Birth date GERALD L. STANSFIELD SANDRA K. GRAEFF BRYAN W. STANSFIELD May 12, 1944 February 27, 1948 January 17,1965 All references to the children of CHARLES E. STANSFIELD in this instrument are to these children and any children subsequently born to or adopted by him. 1 , ' Article Two Appointment of My Personal Representatives Section 1. Nomination of My Personal Representatives I appoint the following to be my Personal Representative: GERALD 1. STANSFIELD AND SANDRA K. GRAEFF AND BRYAN W. STANSFIELD, OR THE SURVIVOR If for any reason the Personal Representative(s) named above are unable or unwilling to serve, the following successor Personal Representative(s) shall serve until the successor Personal Representative(s) on the list have been exhausted. Unless otherwise specified if Co-Personal Representatives are serving, the next following named successor Personal Representative shall serve only after all of the Co-Personal Representatives cease to act as Personal Representatives. Section 2. Waiver of Bond No bond or undertaking shall be required of any Personal Representative nominated in my will. Section 3. General Powers . My Personal Representative shall have full authority to administer my estate under the laws of the State of Pennsylvania relating to the powers of fiduciaries. My Personal Representative shall have the power to administer my estate under the Pennsylvania Probate, Estdtes and Fiduciaries Code. 2 Article Three Disposition of My Property Section 1. Distribution to My Revocable Living Trust I give all of my property of whatever nature and kind and wherever located to my revocable living trust of which I am a Trustor known as: CHARLES E. STANSFIELD, Trustee, or his successors in trust, under the CHARLES E. STANSFIELD LIVING TRUST dated :::::8 n ~) 'lqQS and any amendments thereto Section 2. Alternate Disposition If my revocable living trust is not in effect for any reason, I give all of my property to my Personal Representative under this will as Trustee who shall hold, administer and distribute my property as a testamentary trust, the provisions of which are identical to those of my revocable living trust on the date of execution of my will. Article Four Death Taxes Section 1. Definition of Death Taxes The term "death taxes" as used in my will shall mean all inheritance, estate, succession and other similar taxes that are payable by any person on account of that person's interest in the estate of the decedent or by reason of the decedent's death including penalties and interest but excluding the following: a. Any addition to the federal estate tax for any "excess retirement accumulation" under Internal Revenue Code Section 4980A. b. Any additional tax that may be assessed under Internal Revenue Code Section 2032A. 3 c. Any federal or state tax imposed on a generation-skipping transfer as that term is defined in the federal tax laws unless the applicable tax statutes provide that the generation-skipping transfer tax is payable directly out of the assets of my gross estate. Section 2. Payment of Death Taxes Pursuant to the terms of my revocable living trust all death taxes whether or not attributable to property inventoried in my probate estate shall be paid by the Trustee from that trust. However, if that trust does not exist at the time of my death or if the assets of that trust are insufficient to pay the death taxes in full, I direct my personal representative to pay any death taxes that cannot be paid by the trustee from the assets of my probate estate by prorating and apportioning those taxes among the beneficiaries of this will. Notwithstanding any other provision in my trust all death taxes incurred by reason of assets transferred outside of my trust or probate estate shall be assessed against those persons receiving such property. Article Five General Provisions Section 1. No Contest Clause If any person or entity other than me singularly or in conjunction with any other person or entity directly or indirectly contests in any court the validity of this will including any codicils thereto the right of that person or entity to take any interest in my estate shall cease and that person or entity shall be deemed to have predeceased me. Section 2. Captions The captions of Articles, Sections and Paragraphs used in this will are for convenience of reference only and shall have no significance in the construction or interpretation of this will. 4 Section 3. Severability Should any of the provisions of my will be for any reason declared invalid such invalidity shall not affect any of the other provisions of this will, and all invalid provisions shall be wholly disregarded in interpreting this will. Section 4. Governing Law This will shall be construed, regulated and governed by and in accordance with the laws of the State of Pennsylvania. I signed this, my last will, on q ~ /,,.~ t:I. r; . I? f(t, ~t!.~ CHARLES E. ST ANSFIEL 5 The foregoing Will was, on the day and year written above, published and declared by CHARLES E. STANSFIELD in our presence to be his Will. We, in his presence and at his request, and in the presence of each other, have attested the same and have signed our names as attesting witnesses. We declare that at the time of our attestation of this Will, CHARLES E. STANSFIELD was, according to our best knowledge and belief, of sound mind and memory and under no undue duress or constraint. ~[,~ WITNESS / Address: ~~fA- Q 7f Qtl'7eA / WITNESS Address: /1' 4/ ~.I..--L (2/. ..~I /?f' /7.#>> .;. ,. :~ ,~ ''S 6 . STATE OF PENNSYLVANIA : SS: COUNTY OF DAUPHIN We, CHARLES E. STANSFIELD, f d I2k ;(I ~;::::"'/If" the Testator and the witnesses, respect" ely, whose names are si ned to the foreg g W' 1, having been sworn, declared to the undersigned officer that the Testator, in the presence of witnesses, signed the instrument as his last Will, that he signed, and that each of the witnesses, in the presence of the Testator and in the presence of each other, signed the Will as a witness. ~t!:liiI4 CHARLES E. ST ANSFI LD ~6//~t7'~/ S ~~~.:;y ~~~Tie:S;~~, ~2~ Notary Public 'I the Testator, and by the witnesses on \ t) ,\ \" '. t' \,,"My commission expires: " I' ~.!.. . ~l '. - i', . ~ I ~ l:' ., ., : . , \, '",., \ , . NOTARIAL SEAL . \ CONNIE L. REESE. N~tary PU~IC Hershey. PA Da~phm Caun 1999 I My Commission Expires May 10. I' 7 THE CHARLES E. STANSFIELD LIVING TRUST DATED FEBRUARY 9,1996 Restatement dated November 10, 2003 JAMES, SMITH, O/ETTERICK & CONNELL V, LLP P.O. BOX 650 HERSHEY, PENNSYLVANIA 17033 (717) 533-3280 LAW OFFICES Article One Section 1.01 Section 1.02 Section 1.03 Section 1.04 Section 1.05 Article Two Article Three Section 3.01 Section 3.02 Section 3.03 Section 3.04 Section 3.05 Section 3.06 Section 3.07 Section 3.08 Section 3.09 Article Four Section 4.01 Section 4.02 Section 4.03 Article Five Section 5.01 Section 5.02 Section 5.03 Section 5.04 Section 5.05 Section 5.06 Section 5.07 Section 5.08 The Charles E. Stansfield Living Trust Table of Contents Establishing My Trust ..................................................... 1-1 Identifying My Trust......................... ....................... .................... 1-1 Reliance by Third Parties on Affidavit or Certification of Trust.. .... .. ..... " .. " '" . . . " .... ., . . . . . . '" '" .. .. . ..... . . ..... . .. . . .... . . ..... .. ... .......... I-I Transferring Property to My Trust............................................... 1-2 Powers Reserved by Me as Trustor ............................................. 1-2 Grantor Trust Status..................... ............. ........ ............... ............ 1-3 Family Information ............. ....... ............ .......................... 2-1 Trustee Succession Provisions ..................................... 3-1 Resignation of a Trustee .............................................................. 3-1 Trustee Succession During My Lifetime .....................................3-1 Trustee Succession After My Death ............................................ 3-2 Notice of Removal and Appointment .......................................... 3-3 Appointment of a COtrustee ............... ...................... ........ ............ 3-3 Corporate Fiduciaries........ ................................ ........... ................ 3-3 Incapacity of a Trustee......... ..... ......... ....... ................... ................ 3-4 Appointment of Independent Special Trustee.............................. 3-4 Rights and Obligations of Successor Trustees............................. 3-4 Administration of My Trust During My Incapacity........ 4-1 Definition of My Incapacity.. ................ ....... ....... ........ ................. 4-1 Determination of My Incapacity....................... ........................... 4-1 Trust Distributions During My Incapacity................................... 4-2 Administration of My Trust Upon My Death.................. 5-1 My Trust Shall Become Irrevocable ........ ......... ........................... 5-1 Administrative Trust ...... ................. ........ ............. ....... ................. 5-1 Payment of My Expenses and Taxes ........................................... 5-1 Restrictions on Certain Payments from Qualified Retirement Plans.... ............................................. .................. ....... 5-2 Payment of Death Taxes..... ............... ........ ......... .................. ....... 5-2 Coordination with My Personal Representative .......................... 5-3 Tax Elections....... ............................. ................... ........... ............. 5-4 Payment of Charitable Bequests .................................................. 5-5 Article Six Section 6.01 Section 6.02 Section 6.03 Section 6.04 Section 6.05 Section 6.06 Section 6.07 Section 6.08 Section 6.09 Article Seven Section 7.01 Section 7.02 Section 7.03 Article Eight Article Nine Section 9.01 Section 9.02 Section 9.03 Section 9.04 Article Ten Section 10.01 Section 10.02 Section 10.03 Section 10.04 Section 10.05 Article Eleven Section 11.01 Section 11.02 Section 11.03 Section 11.04 Section 11.05 Section 11.06 Section 11.07 Section 11.08 Specific Distributions and Disposition of Tangible Personal Property.. ...... ........... ........................ .... .... ........ 6-1 Specific Distribution to Crystal J. Snyder.................................... 6-1 Specific Distribution to Gerald L. Stansfield............................... 6-1 Specific Distribution to Sandra K. Graeff.................................... 6-1 Specific Distribution to Bryan W. Stansfield ..............................6-2 Distribution of Tangible Personal Property by Memoranda........ 6-2 Distribution of Remaining Tangible Personal Property............... 6-2 Definition of Tangible Personal Property.................................... 6-2 Encumbrances and Incidental Expenses of Tangible Personal Property............................. ....... ......................... ............ 6-3 Residuary Distribution.... ...... ........... ................................. ..... ...... 6-3 Distribution of My Trust Property.................................. 7-1 Division of Remaining Trust Property............ .................. ........... 7-1 Administration ofthe Separate Trusts .............................. ..... ...... 7-1 General Power of Appointment Over Property Subject to Taxable Generation-Skipping Transfers ...................................... 7-3 Remote Contingent Distribution Pattern .......................8-1 Administration of Trusts for Underage and Incapacitated Beneficiaries ..........~................................. 9-1 Distributions for Underage and Incapacitated Beneficiaries ....... 9-1 Methods of Distribution..... ... .......... .......... .............. ..................... 9-1 Special Needs Provisions ......... ........ ......... ................ ................... 9-3 Application of Article.. ............. ...... ............... ........ ...................... 9-6 Retirement Plans and Life Insurance Policies ............ 10-1 Retirement Plans ....... ........... .................. .......................... .......... 10-1 Life Insurance Policies.. .............. ......... ........ ............... ............... 10-2 Limitation on Liability of Payor ................................................10-3 Collection Efforts ...... ...................................... .................. ......... 10-3 No Obligation to Purchase or Maintain Benefits....................... 10-4 Trust Administration ..................................................... 11-1 Distributions to Beneficiaries ....................................................11-1 No Court Proceedings....... ...... .... ......... ............. .................. ....... 11-1 No Bond......... ................................. '" .............. ..................... ..... 11-1 Exoneration of My Trustee ........................................................11-2 Trustee Compensation........ ....... ............ ........ ............... ...... ....... 11-2 Employment of Professionals ............ ............................ ............ 11-2 Exercise of Testamentary Power of Appointment..................... 11-3 Determination ofPrincipa1 and Income..................................... 11-3 11 Section 11.09 Section 11.10 Section 11.11 Section 11.12 Section 11.13 Section 11.14 Section 11.15 Section 11.16 Section 11.17 Section 11.18 Section 11.19 Section 11.20 Section 11.21 Article Twelve Section 12.01 Section 12.02 Section 12.03 Section 12.04 Section 12.05 Section 12.06 Section 12.07 Section 12.08 Section 12.09 Section 12.10 Section 12.11 Section 12.12 Section 12.13 Section 12.14 Section 12.15 Section 12.16 Section 12.17 Section 12.18 Section 12.19 Section 12.20 Section 12.21 Section 12.22 Article Thirteen Section 13.01 Section 13.02 Section 13.03 Section 13.04 Section 13.05 Trust Accounting ... ............................ ............................... ......... 11-4 Action of Trustees; Disclaimer ..................................................11-4 Delegation of Trustee Authority; Power of Attorney................ 11-5 Additions to Separate Trusts...................................................... 11-5 Authority to Merge or Sever Trusts... ................................ ........ 11-5 Authority to Terminate Trusts ................................................... 11-6 Discretionary Distribution to Fully Utilize Basis Increase Upon Death of Beneficiary ........................................................11-6 Merger of Corporate Fiduciary .......... ....... ........... ...................... 11-7 Beneficiary's Status.. ........... ....... ............... ..... ...... ..................... 11-7 Discharge of Third Persons......... .......... ..... ..... ........ ....... ............ 11-7 Certificate by Trustee..... .......................... ..... ............................. 11-7 Funeral and Other Expenses of Beneficiary ..............................11-8 Generation-Skipping Tax Provisions......................................... 11-8 My Trustee's Powers.... .......................... ................ ....... 12-1 Introduction to Trustee's Powers............................................... 12-1 Execution of Documents by My Trustee ...................................12-1 Investment Powers in General................................................... 12-1 Banking Powers. ................. ........ ........... ..... ...... ..... .................... 12-2 Business Powers............ ........ ....................... ................. ....... ...... 12-2 Contract Powers..... ... ........... ........ .............. .... ............................ 12-5 Common Investments ........ .... .... ............................... .............. ... 12-5 Environmental Powers ..... ............. .... .......... ..... ...... ........... ......... 12-5 Farming and Ranching Operations ............................................ 12-6 Insurance Powers ..................................... .................................. 12-7 Loans and Borrowing Powers.................................................... 12-8 Nominee Powers.... ... ....... .......... ................ ........... ........ ............. 12-9 Oil, Gas and Mineral Interests ...................................................12-9 Payment of Taxes and Expenses................................................ 12-9 Qualified Family Owned Business Interests Deduction ............12-9 Real Estate Powers................................................................... 12-10 Residences and Tangible Personal Property............................ 12-10 Retention and Abandonment of Trust Property....................... 12-11 Securities, Brokerage and Margin Powers............................... 12-11 Settlement Powers........................... ....... ..................... .... ...... ... 12-12 Sub-Chapter S Corporation Stock Provisions.......................... 12-12 Limitation on My Trustee's Powers ........................................ 12-15 General Provisions .............. ............ .............................. 13-1 Maximum Term for Trusts......................................................... 13-1 Spendthrift Provision....... ...... .... ..... ................. ................. ......... 13-1 Contest Provision........... ................................ ............................ 13-1 Survivorship Presumption. ..... ... ......................... ........................ 13-2 Changing the Situs of Administration........................................ 13-2 1ll Section 13.06 Section 13.07 Definitions...... .......... ....... .... ............... ...... ............... ........ ........ ... 13-2 General Provisions and Rules of Construction .......................... 13-8 IV The First Amendment and Restatement of the Charles E. Stansfield Living Trust Article One Establishing My Trust On February 9, 1996, I established the Charles E. Stansfield Living Trust, wherein I reserved the right to amend the trust agreement, in whole or in part. On this day, November 10, 2003, I now exercise my power to amend that agreement, in its entirety, so that after amendment, the Charles E. Stansfield Living Trust states as follows: The parties to this restated agreement are Charles E. Stansfield (the "Trustor") and Charles E. Stansfield (my "Trustee"). Section 1.01 Identifying My Trust My trust may be referred to as the "Charles E. Stansfield Living Trust, dated February 9, 1996" or as "Charles E. Stansfield, Trustee, or his Successors in trust, under the Charles E. Stansfield Living Trust dated February 9, 1996, and any amendments thereto." For the purpose of transferring property to my trust, or identifying my trust in any beneficiary or pay-on-death designation, any description referring to my trust shall be effective if it reasonably identifies my trust. Any description that contains the date of my trust, the name of at least one initial or successor Trustee and an indication that my Trustee is holding the trust property in a fiduciary capacity shall be sufficient to reasonably identify my trust. Section 1.02 Reliance by Third Parties on Affidavit or Certification of Trust From time to time, third parties may require documentation to verify the existence of this agreement, or particular provisions of it, such as the name or names of my Trustee or the powers held by my Trustee. To protect the confidentiality of this agreement, my Trustee may use an affidavit or a certification of trust that (1) identifies my Trustee; (2) sets forth the authority of my Trustee to transact business on behalf of the trust; and (3) may include pertinent pages from the trust, such as title or signature pages. A third party may rely upon an affidavit or certification of trust that is signed by my Trustee with respect to the representations contained in the affidavit or certification of trust. A third party relying upon an affidavit or certification of trust shall be exonerated from any liability for actions he or she takes or fails to take in reliance upon the 1-1 representations contained in the affidavit or certification of trust. A third party dealing with my Trustee shall not be required to inquire into the terms of this agreement or the authority of my Trustee, or to see to the application that my Trustee makes of funds or other property received by my Trustee. Section 1.03 Transferring Property to My Trust Any person or entity may transfer property of any kind, nature and description to my trust in any manner authorized by law. (a) Initial Funding of My Trust By execution of this agreement, I transfer, convey and assign to my Trustee the trust property described on Schedule A attached to this agreement. (b) Acceptance by My Trustee By execution of this agreement, my Trustee accepts and agrees to hold the trust property described on Schedule A. All property transferred to my trust after the date of this agreement must be acceptable to my Trustee. My Trustee may refuse to accept any property. My Trustee shall hold, administer and dispose of all trust property accepted by my Trustee for my benefit and the benefit of my beneficiaries in accordance with the terms of this agreement. Section 1.04 Powers Reserved by Me as Trustor During my lifetime, I shall retain the powers set forth in this Section in addition to any powers that I reserve in other provisions of this agreement. (a) Action on Behalf of My Trust During any period that I am serving as a Trustee of my trust, I may act for and conduct business on behalf of my trust without the consent of any other Trustee. (b) Amendment, Restatement or Revocation I have the absolute right, at any time and from time to time, to amend, restate, or revoke any term or provision of this agreement in whole or in part. Any amendment, restatement, or revocation must be in a written instrument signed by me. 1-2 (c) Addition or Removal of Trust Property I have the absolute right, at any time and from time to time, to add to the trust property and to remove any property from my trust. (d) Control of Income and Principal Distributions I have the absolute right to control the distribution of income and principal from my trust. My Trustee shall distribute to me, or to such persons or entities as I may direct, as much of the net income and principal of the trust property as I deem advisable. My Trustee may distribute trust income and principal to me or for my unrestricted use and benefit, even to the exhaustion of all trust property. Any undistributed income shall be added to the principal of my trust. (e) Approval of Investment Decisions I have the absolute right to approve my Trustee's investment decisions. My approval of investment decisions shall be binding on all other beneficiaries of this agreement. Section 1.05 Grantor Trust Status By reserving the broad rights and powers set forth in Section 1.04 of this Article, I intend to qualify my trust as a "Grantor Trust" under Sections 671 to 677 of the Internal Revenue Code so that, for federal income tax purposes, I will be treated as the owner during my lifetime of all the assets held in my trust as though I held them in my individual capacity. During any period that my trust is a Grantor Trust, the taxpayer identification number of my trust shall be my social security number, in accordance with Treasury Regulation Section 301.6109-1(a)(2). 1-3 Article Two Family Information I have three children. Their names and dates of birth are: Gerald L. Stansfield, born on May 12, 1944; Sandra K. Graeff, born on February 27, 1948; and Bryan W. Stansfield, born on January 17, 1965 All references in this agreement to "my children" are references to these children. References in this agreement to "my descendants" are references to my children and their descendants. 2-1 Article Three Trustee Succession Provisions Section 3.01 Resignation of a Trustee A Trustee may resign by giving notice to me. If I am deceased, a resigning Trustee shall give notice to the income beneficiaries of the trust and to any other Trustee then serving. A Trustee's notice of resignation shall become effective upon the successor Trustee's acceptance of appointment. Section 3.02 Trustee Succession During My Lifetime During my lifetime, this Section shall govern the removal and replacement of my Trustees. (a) Removal and Replacement by Me I may remove any Trustee with or without cause at any time. If a Trustee is removed, resigns or cannot continue to serve for any reason, I may serve as sole Trustee, appoint a Trustee to serve with me or appoint a successor Trustee. (b) During My Incapacity During any time that I am incapacitated, Gerald L. Stansfield and Sandra K. Graeff and Bryan W. Stansfield, or the survivor(s) of them shall replace any then serving Trustee. If I am incapacitated, a majority of the residuary beneficiaries, may remove any Trustee with or without cause. If I am incapacitated and there is no named successor Trustee, a majority of the residuary beneficiaries shall appoint an individual or a corporate fiduciary to serve as my successor Trustee. All appointments, removals and revocations shall be by signed written instrument. Notice of removal shall be delivered to the Trustee being removed and shall be effective in accordance with the provisions of the notice. 3-1 Notice of appointment shall be delivered to and accepted by the successor Trustee and shall become effective at that time. A copy of the notice shall be attached to this agreement. Section 3.03 Trustee Succession After My Death After my death, this Section shall govern the removal and replacement of my Trustees. (a) Successor Trustees I appoint Gerald L. Stansfield and Sandra K. Graeff and Bryan W. Stansfield, or the survivor(s) ofthem to serve as my successor Trustee upon my death, replacing any then serving Trustee. (b) Removal of a Trustee A majority of the income beneficiaries of any trust created under this agreement may remove a Trustee of the trust, with or without cause at any time. A Trustee may be removed under this subsection only if, on or before the effective date of removal, the person or persons having the right of removal appoint an individual or a corporate fiduciary that simultaneously commences service as Trustee. The Trustee so appointed may not be related or subordinate to the person or persons having the right of removal within the meaning of Section 672( c) of the Internal Revenue Code. The right to remove a Trustee under this subsection shall not be deemed to grant to the person holding that right any of the powers of that Trustee. If a beneficiary is a minor or is incapacitated, the parent or legal representative of the beneficiary may act on behalf of the beneficiary. (c) Default of Designation If the office of Trustee of a trust created under this agreement is vacant and no designated successor Trustee is able and willing to act as Trustee, a majority of the income beneficiaries of the trust shall appoint an individual or corporate fiduciary as successor Trustee. Any beneficiary may petition a court of competent jurisdiction to appoint a successor Trustee to fill any vacancy remaining unfilled after a period of 30 days. By making such appointment, the court shall not thereby acquire 3-2 any jurisdiction over the trust, except to the extent necessary for making the appointment. If a beneficiary is a minor or is incapacitated, the parent or legal representative of the beneficiary may act on behalf of the beneficiary. Section 3.04 Notice of Removal and Appointment Notice of removal shall be in writing and shall be delivered to the Trustee being removed and to any other Trustees then serving. The notice of removal shall be effective in accordance with its provisions. Notice of appointment shall be in writing and shall be delivered to the successor Trustee and any other Trustees then serving. The appointment shall become effective at the time of acceptance by the successor Trustee. A copy of the notice shall be attached to this agreement. Section 3.05 Appointment of a Cotrustee Any individual Trustee may appoint an individual or a corporate fiduciary as a Cotrustee. A Cotrustee so named shall serve only as long as the Trustee who appointed such Cotrustee (or, if such Cotrustee was named by more than one Trustee acting together, by the last to serve of such Trustees) serves, and such Cotrustee shall not become a successor Trustee upon the death, resignation, or incapacity of the Trustee who appointed such Cotrustee, unless so appointed under the terms of this agreement. Section 3.06 Corporate Fiduciaries Any corporate fiduciary serving under this agreement as a Trustee must be a bank, trust company, or public charity that is qualified to act as a fiduciary under applicable federal and state law and that is not related or subordinate to any beneficiary within the meaning of Section 672(c) of the Internal Revenue Code. Such corporate fiduciary shall: Have a combined capital and surplus of at least Fifty Million Dollars; or Maintain in force a policy of insurance with policy limits of not less than Fifty Million Dollars covering the errors and omissions of my Trustee with a solvent insurance carrier licensed to do business in the state in which my Trustee has its corporate headquarters; or Have at least Fifty Million Dollars in assets under management. 3-3 Section 3.07 Incapacity of a Trustee If any individual Trustee, other than me, shall become incapacitated, it shall not be necessary for the incapacitated Trustee to resign as Trustee. A written declaration of incapacity by the Cotrustee, if any, or, if none, by the party designated to succeed the incapacitated Trustee, if made in good faith and if supported by a written opinion of incapacity by a physician who has examined the incapacitated Trustee, shall terminate the trusteeship. Section 3.08 Appointment of Independent Special Trustee If for any reason the Trustee of any trust created under this agreement is unwilling or unable to act with respect to any trust property or any provision of this agreement, the Trustee shall appoint, in writing, a corporate fiduciary or an individual to serve as an Independent Special Trustee as to such property or with respect to such provision. The Independent Special Trustee appointed shall not be related or subordinate to any beneficiary of the trust within the meaning of Section 672(c) of the Internal Revenue Code. The Trustee may revoke any such appointment at will. An Independent Special Trustee shall exercise all fiduciary powers granted by this agreement unless expressly limited elsewhere in this agreement or by the Trustee in the instrument appointing the Independent Special Trustee. An Independent Special Trustee may resign at any time by delivering written notice of resignation to the Trustee. Notice of resignation shall be effective in accordance with the terms of the notice. Section 3.09 Rights and Obligations of Successor Trustees Each successor Trustee serving under this agreement, whether corporate or individual, shall have all of the title, rights, powers and privileges granted to the initial Trustee named under this agreement. In addition, each successor Trustee shall be subject to all of the restrictions imposed upon and obligations and duties, discretionary and ministerial, given to the initial Trustee named under this agreement. 3-4 Article Four Administration of My Trust During My Incapacity Section 4.01 Definition of My Incapacity I shall be considered incapacitated during any time that, because of age, illness, mental disorders, dependence on prescription medications or other substances, or any other cause, I am unable to effectively manage my property or financial affairs. Section 4.02 Determination of My Incapacity For purposes of this agreement, I am incapacitated if I am determined to be so under any one of the following subsections. (a) Determination by Physicians I shall be deemed incapacitated if in the opmlOn of two licensed physicians my then existing circumstances fall within the definition of incapacity as provided in Section 4.01. I shall be deemed restored to capacity if my personal or attending physician signs a written opinion that I can manage my property and financial affairs. (b) Court Determination I shall be deemed incapacitated if a court of competent jurisdiction determines that I am legally incapacitated, incompetent, or otherwjse unable to effectively manage my property or financial affairs. (c) Detention or Disappearance I shall be deemed incapacitated if I cannot effectively manage my property or financial affairs due to my unexplained disappearance or absence for more than 30 days, or if I am detained under duress. My disappearance, absence, or detention under duress may be established by an affidavit of my Trustee, or, if no Trustee is serving under this agreement, by the affidavit of any beneficiary under this agreement. The affidavit shall describe the circumstances of my disappearance, absence, or detention under duress. A third party dealing with my Trustee in good faith may always rely on the representations contained in the affidavit. 4-1 Section 4.03 Trust Distributions During My Incapacity During any period of time that I am incapacitated, my Trustee shall administer my trust and distribute its net income and principal as provided in this Section. (a) Distributions for My Benefit My Trustee shall regularly and conscientiously make appropriate distributions of trust income and principal for my general welfare and comfort under the circumstances existing at the time such distributions are made. Distributions under this subsection shall include payments for any of my enforceable legal obligations. My Trustee may also make distributions for the payment of insurance premiums for insurance policies owned by me or by my trust, including but not limited to, life, medical, disability, property and casualty, errors and omissions and long-term health care insurance policies. The examples included in this subsection are for purposes of illustration only and are not intended to limit the authority of my Trustee to make distributions for my benefit that my Trustee determines to be appropriate. (b) Manner of Making Distributions My Trustee may make distributions for my benefit in anyone or more of the following ways: To me, but only to the extent I am able to manage such distributions; To other persons and entities for my use and benefit; To my agent or attorney-in-fact authorized to act for me under a legally valid durable power of attorney executed by me prior to my incapacity; To my guardian or conservator who has assumed responsibility for me under any court order, decree or judgment issued by a court of competent jurisdiction. (c) Distributions for the Benefit of Persons Dependent on Me My Trustee also may distribute as much of the net income and principal as my Trustee deems necessary for the health, education, maintenance or support of persons that my Trustee determines to be dependent on me for support. 4-2 (d) Guidance for My Trustee Regarding Distributions In making distributions under subsections (a) and (c), my Trustee shall give consideration first to my needs, and then to the needs of those persons dependent on me. When making distributions under subsections (a) and (c), I request, but do not require, that my Trustee, in its sole discretion, consider the respective needs of those entitled to received distributions. My Trustee may consider other income and resources available to the beneficiaries when making distributions. My Trustee may make unequal distributions, distributions to some but not all beneficiaries or no distributions. A distribution made to a beneficiary under this Section shall not be considered an advance and shall not be charged against the share of the beneficiary that may be distributable under any other provision of this agreement. (e) Distributions to Agents under General Durable Power of Attorney My Trustee may make distributions for the purpose of making gifts to any agent under a valid power of attorney executed by me as authorized in the power of attorney, or to assist my agent in carrying out my estate planning objectives. (f) Power to Make Gifts My Trustee is authorized to make gifts as provided in this subsection. (1) Continuation of My Gifting My Trustee is authorized to honor pledges and continue to make gifts to charitable organizations that I have regularly supported in the amounts I have customarily given. My Trustee may make gifts in order to assure the continuation of any gifting program initiated by me prior to the time I became incapacitated. (2) Gifts to Trust Beneficiaries My Trustee may make gifts on my behalf, limited in amount to the federal annual gift tax exclusion amount, to or for the benefit of any remainder or contingent beneficiary named in this agreement for purposes my Trustee considers to be in my best interest or in the best 4-3 interest of the beneficiary, including, without limitation, the minimization of income, estate, inheritance or gift taxes. (3) Gifts in Excess of the Annual Exclusion Amount Only a Special Independent Trustee appointed under the provisions of Section 3.08 may make gifts in excess of the annual federal gift tax exclusion. If my Trustee determines that gifts in amounts in excess of the annual federal gift tax exclusion are in my best interest and the best interests of my beneficiaries, my Trustee, by unanimous vote if more than one Trustee is serving, shall appoint a Special Independent Trustee unrelated by blood or marriage to any Trustee to review the facts and circumstances and to decide whether such gifts should be made. I recommend, but do not require, that my Trustee select an independent certified public accountant, attorney, or corporate fiduciary to serve as the Special Independent Trustee under such circumstances. Neither my Trustee, nor the Special Independent Trustee appointed by my Trustee, shall be liable to any beneficiary for exercising or failing to exercise its discretion to make gifts. (4) Gifts for Tuition My Trustee may prepay the cost of tuition for any remainder or contingent beneficiary named in this agreement. My Trustee shall make such payments directly to the educational institution or by establishing and contributing to a Qualified State Tuition Program established under Section 529 of the Internal Revenue Code. (5) Gifts for Medical Expenses My Trustee may pay medical expenses for any remainder or contingent beneficiary named in this agreement as permitted under Section 2503( e) of the Internal Revenue Code. My Trustee shall make such payments directly to the medical provider. 4-4 (6) Gifts by Interested Trustees Limited to Ascertainable Standards An Interested Trustee may only make gifts that are necessary for the health, education, maintenance or support of the person to whom gifts are made. The Trustee is not required to consider other income and resources available to the person to whom a gift is made. (7) Methods of Making Gifts My Trustee may make gifts of trust property under this subsection outright, in trust or in any other manner that my Trustee, in its sole discretion, deems appropriate. By way of example and without limiting my Trustee's powers under this subsection, my Trustee is specifically authorized to make gifts by creating tenancy in common and joint tenancy interests or establishing irrevocable trusts including charitable or non-charitable split interest trusts. My Trustee may make gifts of trust property by establishing and contributing trust property to corporations, family limited partnerships, limited liability partnerships, limited liability companies or other similar entities and by making gifts of interests in any of those entities. To accomplish the objectives described in this subsection, my Trustee may establish and maintain financial accounts of all types and may execute, acknowledge, seal and deliver deeds, assignments, agreements, authorizations, checks and other instruments. My Trustee may prosecute, defend, submit to arbitration, settle or propose or accept a compromise with respect to a claim existing in favor of or against me based on or involving a gift transaction on my behalf and may intervene in any related action or proceeding. My Trustee may perform any other act my Trustee considers necessary or desirable to complete a gift on my behalf in accordance with the provisions of this subsection. (8) Standard for Making Gifts It is my desire that in making gifts on my behalf, my Trustee consider the history of my gift making and my estate plan. To the extent reasonably possible, I direct my 4-5 Trustee to avoid disrupting the dispositive provisions of my estate plan as established by me prior to my incapacity. 4-6 Article Five Administration of My Trust Upon My Death Section 5.01 My Trust Shall Become Irrevocable Upon my death, my trust shall become irrevocable and my social security number may no longer be used to identify my trust. My Trustee shall apply for a separate taxpayer identification number for my trust. Section 5.02 Administrative Trust After my death and prior to the distribution of trust property as provided in the subsequent Articles of this agreement, my trust shall be an administrative trust but may continue to be known as the Charles E. Stansfield Living Trust. My administrative trust shall exist for a reasonable period of time necessary to complete the administrative tasks set forth in this Article. Section 5.03 Payment of My Expenses and Taxes My Trustee is authorized but not directed to pay from the administrative trust: Expenses of my last illness, funeral and burial or cremation, including expenses of memorials and memorial services; Legally enforceable claims against me or my estate; Expenses of administering my trust and my estate; and Court ordered allowances for those dependent upon me. These authorized payments are discretionary with my Trustee. My Trustee may make decisions on these payments without regard to any limitation on payment of such expenses imposed by law and may make payments without obtaining the approval of any court. No third party may enforce any claim or right to payment against my trust by virtue of this discretionary authority. My Trustee shall not pay any administrative expenses from assets passing to an organization that qualifies for the federal estate tax charitable deduction or to a split-interest charitable trust. My Trustee shall pay death taxes out of the principal of the trust property as provided in Section 5.05. If, however, a probate estate is opened within six months from the date of 5-1 my death, my personal representative shall pay claims expenses and death taxes from my probate estate to the extent that the cash and readily marketable assets included in my probate estate are sufficient to pay such items unless my Trustee has already paid them. Section 5.04 Restrictions on Certain Payments from Qualified Retirement Plans The "designation date" shall mean September 30 of the calendar year following the calendar year in which my death occurs, or on or after such other date as shall be established by Treasury Regulations or other tax law authority as the final date for determining whether this trust meets the requirements for treatment of the trust's beneficiaries as if they had been named directly as beneficiary of any qualified retirement plan payable to this trust. Notwithstanding any other provision of this agreement or state law to the contrary, my Trustee may not, on or after the "designation date", distribute to or for the benefit of my estate, any charity or any other non-individual beneficiary any qualified retirement benefit payable to a trust created under this agreement. It is my intent that all such qualified retirement benefits held by or payable to this trust on or after the designation date be distributed to or held for only individual beneficiaries, within the meaning of Section 401 (a)(9) of the Internal Revenue Code. Accordingly I direct that qualified retirement benefits not be used or applied on or after the designation date for payment of my debts, taxes, expenses of administration or other claims against my estate or for payment of estate, inheritance or similar transfer taxes due on account of my death. This paragraph shall not apply to any bequest or expense that is specifically directed to be funded with qualified retirement benefits. Section 5.05 Payment of Death Taxes For the purposes of this Article, the term "death taxes" shall refer to any taxes imposed by reason of my death by federal, state or local authorities, including but not limited to estate, inheritance, gift, and direct-skip generation-skipping transfer taxes. For purposes of this Section, death taxes shall not include any additional estate tax imposed by Section 2031(c)(5)(C), Section 2032A(c) or Section 2057(f) of the Internal Revenue Code or any other comparable recapture tax imposed by any taxing authority. Nor shall death taxes include any generation-skipping transfer tax, other than a direct skip generation-skipping transfer tax. Except as otherwise provided in this Section or elsewhere in this agreement, my Trustee shall provide for payment of all death taxes from the administrative trust without apportionment. My Trustee shall not seek contribution toward or recovery of any such payments from any individual. 5-2 (a) Protection of Exempt Property In no event shall death taxes be allocated to or paid from any assets that are not included in my gross estate for federal estate tax purposes. (b) Charitable Distributions Notwithstanding anything in this agreement to the contrary, no death taxes shall be allocated to or paid from any assets passing to an organization that qualifies for the federal estate tax charitable deduction, or from any assets passing to a split-interest charitable trust, unless my Trustee has first used all other assets available to my Trustee to pay the taxes. (c) Property Passing Outside of My Trust Except as to qualified retirement benefits, death taxes imposed with respect to property included in my gross estate for death tax purposes but passing outside of my trust shall be apportioned among the persons and entities benefited in the proportion that the taxable value of the property or interest bears to the total taxable value of all property and interests included in my gross estate for death tax purposes. The values to be used for the apportionment shall be the values as finally determined under federal, state or local law as the case may be. Section 5.06 Coordination with My Personal Representative The following provisions are intended to help facilitate the coordination between the personal representative of my probate estate, if any, and my Trustee. These provisions apply even if the personal representative of my probate estate and my Trustee are the same person or entity. (a) Reliance on My Personal Representative My Trustee may rely upon the written request of my personal representative for payments authorized under this Article and the amounts included in such payments without computing the sums involved. If a payment is made under this Article to my personal representative, my Trustee shall not have any duty to inquire into the application of the payment. My Trustee may accept distributions from my personal representative without incurring any obligation to review the records of my personal representative. 5-3 (b) Purchase of Assets from and Loans to My Probate Estate My Trustee is authorized to purchase and retain, as an investment for my trust estate, any property that forms a part of my probate estate. 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 of the powers granted to my Trustee in this subsection. (c) Discretionary Distributions to My Personal Representative My Trustee is authorized to distribute to my probate estate, as a beneficiary of this trust, cash or other trust property, including accrued income, to whatever extent my Trustee determines it to be in the best interests of the beneficiaries of my trust. Section 5.07 Tax Elections Following my death, I authorize my Trustee to make tax elections as provided in this Section. If, however, a personal representative is appointed for my probate estate and as personal representative is the recipient of specific statutorily delegated authority relative to any tax election, the discretionary authority granted my Trustee relative to the tax election shall be subordinate to the statutorily delegated authority. (a) Tax Elections My Trustee's authority to make tax elections shall include, but shall not be limited to, the right to choose the alternate valuation date, the right to elect whether to take administration expenses as estate tax deductions or income tax deductions, the right to allocate my unused generation-skipping exemption to all or any portion of the trust property, the right to make special use valuation elections, and the right to defer payment of all or any portion of any taxes. My Trustee may elect to treat my administrative trust as part of my estate for federal or state income tax purposes or both. My Trustee may elect to have trust property qualifY for the "family owned business deduction" authorized under Section 2057 of the futernal Revenue Code. My Trustee may enter into any agreement on behalf of my trust that is necessary to validly make such election under the futernal Revenue Code. My Trustee may make equitable adjustments between income and principal on account of any tax elections made by my Trustee. 5-4 (b) Allocation of GST Exemption My Trustee may elect to allocate or not allocate any portion of the available GST exemption under Section 2631 of the Internal Revenue Code, or a counterpart exemption under any applicable state law, to any property of which I am the transferor for generation-skipping transfer tax purposes, including any property transferred by me during my life as to which I did not make an allocation prior to death. The exercise of such discretion shall be based on the transfers, gift tax returns and other information known to my Trustee, with no requirement that allocations benefit the various transferees or beneficiaries equally, proportionally, or in any other particular manner. (c) Qualified Conservation Easements My Trustee may create a qualified conservation easement, as defined in Section 2031 (c )(8)(A) of the Internal Revenue Code in any land held by my trust and make the necessary election provided by Section 2031(c)(6). Section 5.08 Payment of Charitable Bequests I instruct my Trustee to satisfy all of my charitable gifts and bequests, to the extent possible, from property that constitutes income in respect of a decedent. 5-5 Article Six Specific Distributions and Disposition of Tangible Personal Property Section 6.01 Specific Distribution to Crystal J. Snyder Upon my death, my Trustee shall distribute $20,000 to Crystal J. Snyder, outright, free of trust. If Crystal J. Snyder should predecease me, this distribution shall lapse and the property subject to this distribution shall instead be distributed under the other provisions of this agreement. Death taxes shall be apportioned to this distribution, notwithstanding the provisions of Article Five of this agreement. Section 6.02 Specific Distribution to Gerald L. Stansfield Upon my death, my Trustee shall distribute 15 East Main Street and 302 East Main Street, Shiremanstown, Cumberland County, Pennsylvania, to Gerald L. Stansfield, outright, free of trust. If Gerald L. Stansfield should predecease me, this distribution shall lapse and the property subject to this distribution shall instead be distributed under the other provisions of this agreement. Property passing under this Section shall pass free of any administrative expenses or death taxes. Section 6.03 Specific Distribution to Sandra K. Graeff Upon my death, my Trustee shall distribute 299 East Green Street, Shiremanstown, Cumberland County, Pennsylvania, to Sandra K. Graeff, outright, free of trust. If Sandra K. Graeff should predecease me, this distribution shall lapse and the property subject to this distribution shall instead be distributed under the other provisions of this agreement. Property passing under this Section shall pass free of any administrative expenses or death taxes. 6-1 Section 6.04 Specific Distribution to Bryan W. Stansfield Upon my death, my Trustee shall distribute 220 East Main Street, Shiremanstown, Cumberland County, Pennsylvania, to Bryan W. Stansfield, outright, free of trust. If Bryan W. Stansfield should predecease me, this distribution shall lapse and the property subject to this distribution shall instead be distributed under the other provisions of this agreement. Property passing under this Section shall pass free of any administrative expenses or death taxes. Section 6.05 Distribution of Tangible Personal Property by Memoranda I reserve the right to make dispositions of items of tangible personal property by a signed written memorandum executed after I sign this trust that refers to my trust and lists items of tangible personal property and designates the beneficiary of each item. If I execute a memorandum, the memorandum shall be incorporated by reference into this agreement. I direct that upon my death, my Trustee shall distribute the items of tangible personal property listed in the memorandum, together with any insurance policies covering such property and claims under such policies, as provided in the memorandum. Should I leave multiple written memoranda that conflict as to the disposition of any item of tangible personal property, the memorandum with the most recent date shall control as to those items that are in conflict. Even if the memorandum is not legally binding, the memorandum shall be treated as an amendment to my trust and I request that my Trustee follow my wishes and distribute items of tangible personal property listed in the memorandum, together with any insurance policies covering such property and claims under such policies, as I have directed in the memorandum. Section 6.06 Distribution of Remaining Tangible Personal Property My Trustee shall distribute any tangible personal property not disposed of by a written memorandum under the Articles that follow. Section 6.07 Definition of Tangible Personal Property For purposes of this Article, my tangible personal property shall include but not be limited to my household furnishings, appliances and fixtures, works of art, motor vehicles, pictures, collectibles, personal wearing apparel and jewelry, books, sporting goods, and hobby paraphernalia. 6-2 My tangible personal property shall not include any property that my Trustee, in its sole discretion, determines to be part of any business or business interest owned by me or my trust. If my Trustee receives property to be distributed under this Article from my probate estate or in any other manner after my death, my Trustee shall distribute the property, free of trust, in accordance with this Article. The fact that an item of tangible personal property was not received by my trust until after my death shall not affect the validity of the gift. If property to be distributed under this Article is not part of the trust property upon my death and is not subsequently transferred to my Trustee from my probate estate or in any other manner after my death, then the specific distribution of property made in this Article shall be considered null and void, without any legal or binding effect. Section 6.08 Encumbrances and Incidental Expenses of Tangible Personal Property My Trustee shall distribute property under this Article subject to any liens, security interest or other encumbrances on the property. My Trustee shall pay, as an administration expense, the reasonable expenses of storing, insuring, packing, transporting and otherwise caring for my tangible personal property until each item of property is actually delivered to the appropriate beneficiary. Section 6.09 Residuary Distribution Any tangible personal property not distributed under this or prior Articles of this agreement shall be distributed as provided in the Articles that follow. 6-3 Article Seven Distribution of My Trust Property My Trustee shall administer the remaining trust property as provided in this Article. Section 7.01 Division of Remaining Trust Property My Trustee shall divide the remaining trust property into separate shares for my living descendants, per stirpes. My Trustee shall administer the share for each of my living descendants in a separate trust for the benefit of the descendant as provided in the next Section. Section 7.02 Administration of the Separate Trusts My Trustee shall administer the trust for each descendant as follows: (a) Distributions of Income and Principal My Trustee shall distribute to the beneficiary as much of the income and principal of the beneficiary's trust as my Trustee determines is necessary or advisable for the health, education, maintenance or support of the beneficiary. Any undistributed net income shall be accumulated and added to principal. (b) Guidelines for Discretionary Distributions In making discretionary distributions to the beneficiary, it is my desire to provide for the well-being and happiness of the beneficiary. Although I request that my Trustee consider the other known resources available to the beneficiary before making distributions, I also request that my Trustee be liberal in making any distributions to the beneficiary. I acknowledge that the principal of the trust established for the beneficiary may be exhausted in making such distributions. (c) Right to Withdraw Principal At the intervals set forth below, the beneficiary may withdraw from the beneficiary's trust, at any time or times, amounts not to exceed in the aggregate: 7-1 50% of the accumulated trust income and principal as soon as practical after my death; Increased by 25% of the accumulated trust income and principal not already subj ect to withdrawal (calculated by taking the total accumulated trust income and principal and deducting any amount already subject to withdrawal but not actually withdrawn), 2 years following the initial distribution; and Increased by 25% of the accumulated trust income and principal not already subject to withdrawal (calculated by taking the total accumulated trust income and principal and deducting any amount already subject to withdrawal but not actually withdrawn), 4 years following the initial distribution. These withdrawal rights are cumulative and the amount of each successive withdrawal right shall be added to any then existing withdrawal right. The amount of each withdrawal right shall be determined by applying the applicable fraction to the trust's principal and accumulated income as of the date the beneficiary first has the right to exercise the withdrawal right. The beneficiary may exercise this right at any time by delivering written notice to my Trustee, setting forth the amount the beneficiary desires to withdraw. Upon receiving a notice, my Trustee shall convey and deliver to the beneficiary, free of trust, the amount requested in the notice. This right of withdrawal is a privilege that may be exercised only by the beneficiary and shall not be subject to the claims of any creditor or to legal process and may not be voluntarily or involuntarily alienated or encumbered. This provision shall not limit the exercise of any power of appointment the beneficiary may have. (d) Distribution Upon the Death of the Beneficiary If the beneficiary should die before the complete distribution of the beneficiary's trust, my Trustee shall distribute the remaining trust property as follows: 50% to the beneficiary's surviving spouse and 50% per stirpes to the living descendants of the beneficiary. If the beneficiary has no spouse or living descendants, my Trustee shall distribute the balance of the trust property in equal shares to my living descendants. If I have no living descendants, my Trustee shall distribute the balance of the trust property as provided in Article Eight. 7-2 Section 7.03 General Power of Appointment Over Property Subject to Taxable Generation-Skipping Transfers Notwithstanding any provision to the contrary, any beneficiary of any separate trust created in this agreement shall have the unlimited and unrestricted testamentary general power to appoint to the creditors of his estate any property remaining in the trust the distribution of which, in the absence of the exercise of the power of appointment, would cause a taxable generation-skipping transfer in excess of any available generation- skipping transfer tax exemption. The beneficiary shall have the sole and exclusive right to exercise this general power of appointment. Any property in the trust that is not distributed under the exercise of the general power of appointment or is not subject to such power because it is not taxable as a generation- skipping transfer shall be distributed under the provisions of the beneficiary's trust. This provision shall apply to all trusts created for a beneficiary under this agreement and shall supercede any contrary provisions unless the provisions of a separate trust, by reference to this provision, provide otherwise. 7-3 Article Eight Remote Contingent Distribution Pattern If, at any time, there is no individual beneficiary qualified to receive final distribution of my trust estate or any part of it, then my Trustee shall distribute any such portion of my trust estate with respect to which such failure of qualified recipients has occurred to those persons who would inherit it had I then died intestate owning such property, as determined and in the proportions provided by the laws of Pennsylvania then in effect. 8-1 Article Nine Administration of Trusts for Underage and Incapacitated Beneficiaries Section 9.01 Distributions for Underage and Incapacitated Beneficiaries Whenever my Trustee is authorized or directed to make a distribution to a beneficiary who is younger than 25 years of age, is incapacitated or who is, in my Trustee's sole opinion, unable to manage the distribution properly, my Trustee may make the distribution to the beneficiary or retain the amount to be distributed in any manner my Trustee may determine advisable, including without limitation the methods authorized in this Article. If a beneficiary's trust share is being held under this Article due to such beneficiary's incapacity (as defined in Article Thirteen) then only during the term of such incapacity such beneficiary's trust share shall be administered according to the Special Needs Provisions of this Article. Upon the beneficiary's regaining capacity (as determined under Article Thirteen) the provisions of this Article other than the Special Needs Provisions continue to apply. I request, but do not require, that before making a distribution to a beneficiary, my Trustee, to the extent that it is both reasonable and possible, consider the behavior of the beneficiary with regard to his or her disposition of prior distributions of trust property. Section 9.02 Methods of Distribution My Trustee may distribute or retain trust property in anyone or more of the following methods for the benefit of any beneficiary subject to the provisions of this Article: (a) Distribution to Beneficiary My Trustee may distribute trust property directly to the beneficiary. (b) Distribution to Guardian or Conservator or Family Member My Trustee may distribute trust property to the beneficiary's guardian, conservator, parent or a family member or other person who has assumed the responsibility of caring for the beneficiary. 9-1 (c) Distribution to Custodian My Trustee may distribute trust property to any person or entity, including my Trustee, as custodian for the beneficiary under the Uniform Transfers to Minors Act, or similar statute. (d) Distribution to Other Persons or Entities My Trustee may distribute trust property to other persons and entities for the use and benefit of the beneficiary. (e) Distribution to Agent under Durable Power of Attorney My Trustee may distribute trust property to an agent or attorney-in-fact authorized to act for the beneficiary under a legally valid durable power of attorney executed by the beneficiary prior to the incapacity. (f) Retention in Trust My Trustee may retain trust property in a separate trust for the benefit of the beneficiary until the beneficiary attains 25 years of age or, in the opinion of my Trustee, is no longer incapacitated (as the case may be). My Trustee shall distribute as much of the net income and principal of any trust created under this subsection that my Trustee deems necessary or advisable for the health, education, maintenance or support of the beneficiary for whom the trust was created. My Trustee shall accumulate any undistributed net income and add such income to principal. When the beneficiary for whom a trust is created under this subsection attains 25 years of age or is no longer incapacitated (as the case may be), the beneficiary may withdraw from the trust at any time or times any portion or all of the accumulated trust income and principal. The beneficiary for whom a trust is created under this subsection shall have the testamentary general power to appoint all or any portion of the principal and undistributed income remaining in the beneficiary's trust at his or her death among one or more persons or entities, including the creditors of the beneficiary's estate. The beneficiary shall have the sole and exclusive right to exercise this general power of appointment. I intend that this testamentary power of appointment be a general power of appointment as defined in Section 2041 of the Internal Revenue Code. If the beneficiary fails to validly exercise this testamentary general power of appointment, my Trustee shall distribute the balance of his or her trust property to the then living descendants of the beneficiary, per stirpes. 9-2 If the beneficiary has no then living descendants, my Trustee shall distribute the beneficiary's remaining trust property per stirpes to the living descendants of the beneficiary's nearest lineal ancestor who was my descendant or if no such descendant is then living, 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 Eight. Section 9.03 Special Needs Provisions a. Overall Limitation on Distribution It is my intention that the assets of my Trust Estate supplement but not supplant, impair or diminish any then existing forms of support or benefit which the beneficiary is receiving or becomes eligible to receive. For purposes of this Section, the term "support" means food, clothing or shelter. The terms of my Trust Agreement shall be read and interpreted to prevent any action by my Trustee which would supplant, impair, diminish or otherwise interfere with, limit or reduce the beneficiary's receipt of, or eligibility for any form of government or private benefits. Any power of distribution (whether or not exercised), granted my Trustee pursuant to the terms of my Trust Agreement, that would result in the loss, diminishment or ineligibility for government or private benefits, is hereby revoked; and, only such powers as will not result in ineligibility for such benefits, or loss, diminishment or impairment, thereof, shall remain exercisable by my Trustee. b. Special Needs For purposes of my Trust Agreement, the term "Special Needs' refers to supplemental, non-support expenditures from my Trust's assets that, pursuant to the other provisions of this Section, my Trustee is authorized to disburse, in my Trustee's sole and absolute discretion. Special Needs, subject to the general supplemental, non-support limitation, include, but are not limited to, medical, dental, diagnostic or therapeutic treatment, or nursing or home care services for which the beneficiary is not receiving, and is not eligible to receive government or private benefits. Special Needs also includes the differential between any treatment, service or care that the beneficiary is receiving from any government or private source and the level of treatment, service or care my Trustee deems appropriate for the beneficiary. Disbursements for education, travel (including travel by those my Trustee believes the companionship of which will benefit the beneficiary), entertainment devices or events and electronic devices are also to be considered Special Needs. 9-3 c. Distribution of Income or Principal 1. Distributions for Special Needs Subject to the preceding provisions of this Section, that prohibit my Trustee from making any distribution which would supplant, impair or diminish government or private benefits, or cause the beneficiary to be ineligible for such benefits, as determined in my Trustee's sole and absolute discretion, my Trustee may distribute such amounts of income or principal for the Special Needs of the beneficiary. My Trustee may act arbitrarily and without regard to any statutes or other rules of law in refusing to disburse trust assets. No distributions may be made to the beneficiary. Any distributions made shall be made to the goods or services provider. 2. Accumulated Income Any income not distributed shall be accumulated and added to principal. 3. Resources of the Beneficiary My Trustee, in exercising discretion under this Section, shall consider all income or resources available to the beneficiary. The beneficiary has no rights to any distributions under our Trust. 4. Treatment of Any Residence Held by Our Trust My Trustee may charge the beneficiary rental on any residence owned by my Trust. My Trustee must charge rent if the failure to do so would impair, diminish, or cause ineligibility for, any government or private benefits. 5. Rights of Creditors and Others My Trust assets are not intended to be used for the support of the beneficiary, but are only intended to supplement, in my Trustee's sole and absolute discretion, resources, income or government or private assistance available to the beneficiary. No part of my Trust Estate, neither principal nor income, shall be subject to anticipation or assignment by the beneficiary, nor be subject to attachment by any creditor of the beneficiary, governmental agencies or any other 9-4 individual or entity; including any who may have provided goods or services to the beneficiary. 6. Power to Terminate the Beneficiary's Share of Our Trust If my Trustee deems it necessary to terminate the beneficiary's share of my Trust to avoid impairing or diminishing the beneficiary's receipt of government or private benefits, or becoming ineligible for such benefits, my Trustee, in my Trustee's sole and absolute discretion, shall terminate the beneficiary's share of my Trust. If my Trustee terminates the beneficiary's share of my Trust, the assets of the beneficiary's share of my Trust shall be held, administered and distributed pursuant to the following provisions of this Section as though the beneficiary had died. I request, but do not require, that the remainder beneficiaries consider the purposes of the beneficiary's share of my Trust in expending the property they receive. 7. Distributions on Death of Beneficiary Unless provided otherwise under the provisions of preceding Articles, if such beneficiary should die while my Trustee still holds trust assets for such beneficiary's benefit, such beneficiary's share of my Trust shall lapse and my Trustee shall distribute the balance of the trust share to such beneficiary's then living descendants, per stirpes. If such beneficiary has no then living descendants, my Trustee shall distribute such beneficiary's trust share to such beneficiary's siblings, per stirpes. If such beneficiary has no then living siblings, my Trustee shall distribute such beneficiary's trust share to my then living descendants, per stirpes. If I have no then living descendants, my Trustee shall distribute the balance of the beneficiary's share of my Trust as provided in Article Eight of our Trust Agreement. Subject to the other provisions of this Section, my Trustee may pay for the expenses of the beneficiary's last illness and funeral. 9-5 Section 9.04 Application of Article Any decision made by my Trustee under this Article shall be final, controlling and binding upon all beneficiaries subject to the provisions of this Article. The provisions of this Article shall not apply to distributions from any qualified subchapter S trust ("QSST") as defined in Section 1361(d)(3) of the Internal Revenue Code or from an electing small business trust as defined in Section 1361(e)(1) or to distributions to me from any trust established under this agreement. 9-6 Article Ten Retirement Plans and Life Insurance Policies The provisions of this Article shall apply to qualified retirement plans and insurance policies owned by or made payable to my trust. Section 10.01 Retirement Plans The provisions of this Section shall apply to qualified retirement plans. (a) Rights of My Trustee Subject to the provisions below pertaining to distributions from qualified retirement plans, my Trustee may exercise the right to determine the manner and timing of payments (by lump sum or otherwise) of qualified retirement plan benefits that are permitted under qualified retirement plans and are consistent with the federal income tax rules regarding required minimum distributions under Section 401(a)(9) of the Internal Revenue Code. My Trustee may make a qualified disclaimer of any qualified retirement benefits payable to my trust. My Trustee shall not be liable to any beneficiary for the death benefit election selected or for any decision regarding the disclaimer of any qualified retirement benefits payable to my trust. (b) Distributions from Qualified Retirement Plans to Trusts Each year, beginning with the year of my death, if any trust created under this agreement becomes the beneficiary of death benefits under any qualified retirement plan, my Trustee shall withdraw from the trust's share of the plan, in each year, the required minimum distribution required under Section 401(a)(9) of the Internal Revenue Code. My Trustee may withdraw such additional amounts from the trust's share of the plan as my Trustee deems advisable; but, only if the dispositive terms of the trust authorize my Trustee to immediately distribute the withdrawn amount as provided below. My Trustee shall immediately distribute all net amounts withdrawn to: My descendants, per stirpes, who are beneficiaries of such trust; and 10-1 If no descendant of mine is a beneficiary of the trust, then to the income beneficiaries of such trust in equal shares. Amounts required to be withdrawn and distributed under this Section shall, to the extent they are withdrawn and distributed, reduce mandatory distribution amounts under other provisions of this agreement that otherwise require distribution of all of the income of the trust. The purpose of this Section is to insure that the life expectancy of the beneficiaries of the trust may be used to calculate the minimum distributions required by the Internal Revenue Code. This Section shall be interpreted consistent with my intent despite any direction to the contrary in this agreement. (c) Minimum Required Distribution In administering my trust, the minimum required distribution for any year shall be, for each qualified retirement plan, the greater of (1) the value of the qualified retirement plan determined as of the preceding year-end, divided by the applicable distribution period; and (2) the amount that my Trustee shall be required to withdraw under the laws then applicable to the trust to avoid penalty. If my death occurs before my required beginning date with respect to a qualified retirement plan, the applicable distribution period means the life expectancy of the beneficiary. If my death occurs on or after my required beginning date with respect to a qualified retirement plan, the applicable distribution period means the life expectancy of the beneficiary, or (if longer) my remaining life expectancy. Notwithstanding the foregoing, if my death occurs on or after my required beginning date with respect to a qualified retirement plan, the minimum required distribution for the year of my death shall mean (a) the amount that was required to be distributed to me with respect to the qualified retirement plan during the year, minus (b) amounts actually distributed to me with respect to the qualified retirement plan during the year. Life expectancy, required beginning date and other similar terms used in this subsection, shall be determined in accordance with Section 401(a)(9) of the Internal Revenue Code. Section 10.02 Life Insurance Policies The following provisions shall apply to life insurance policies owned by or made payable to my trust. 10-2 (a) Provisions During My Life During my life, I reserve all of the rights, powers, privileges, and options, with respect to any insurance policy, annuity or any other third-party beneficiary contract owned by or made payable to my trust, including, but not limited to, the right to designate and change beneficiaries, the right to borrow money, the right to surrender the policy, the right to receive any payments as owner, and the right to make any available elections. My Trustee shall have no duty to exercise, or refrain from exercising, any rights, powers, privileges or options with respect to any insurance policy, annuity contract or other third-party beneficiary contract. My Trustee shall have no obligation to pay premiums or other contractual amounts that may be payable under any such policy. (b) Provisions After My Death After my death, my Trustee may make all appropriate elections with respect to such policies and may collect all sums made payable to my trust or my Trustee under all such policies or contracts. My Trustee may exercise any settlement options or other options or rights that may be available under the terms of any policy or contract. My Trustee shall not be liable to any beneficiary on account of any election made by my Trustee with respect to any policy or contract. Section 10.03 Limitation on Liability of Payor Persons or entities dealing in good faith with my Trustee shall not be required to see to the proper application of proceeds delivered to my Trustee, or to inquire into any provision of this agreement. A receipt signed by my Trustee for any proceeds or benefits paid shall be a sufficient discharge to the person or entity making the payment. Section 10.04 Collection Efforts My Trustee shall make reasonable efforts to collect the proceeds of all life insurance policies and qualified retirement benefits payable to my trust. My Trustee may commence legal or administrative proceedings to collect the proceeds of any life insurance policy or qualified retirement benefits to which the trust is entitled; provided, however, that my Trustee need not commence any such proceedings until my Trustee is indemnified to its satisfaction for any expenses and liabilities it may incur in connection with the proceeding. 10-3 My Trustee may settle or compromise any and all claims with respect to the collection of any life insurance proceeds or qualified retirement benefits to which my trust may be entitled. A settlement made by my Trustee shall be binding on all beneficiaries. Section 10.05 No Obligation to Purchase or Maintain Benefits None of the provisions of this agreement shall impose any obligation, legal or otherwise, on me or my Trustee to purchase, invest, or maintain any qualified retirement plan or life insurance policy. 10-4 Article Eleven Trust Administration Section 11.01 Distributions to Beneficiaries Whenever this agreement authorizes or directs my Trustee to make a distribution of net income or principal to a beneficiary, my Trustee may apply for the benefit of the beneficiary any property that otherwise could be distributed directly to the beneficiary. My Trustee shall have no responsibility to inquire into the beneficiary's ultimate disposition of the distributed property unless specifically directed otherwise by this agreement. My Trustee may make distributions in cash or in kind, or partly in each, in proportions and at values determined by my Trustee. My Trustee may allocate undivided interests in specific assets to a beneficiary or trust in any proportion or manner that my Trustee determines, even though the property allocated to one beneficiary may be different from that allocated to another beneficiary. My Trustee may make these determinations without regard to the income tax attributes of the property and without the consent of any beneficiary. Section 11.02 No Court Proceedings This trust shall be administered expeditiously, consistent with the provisions of this agreement, free of judicial intervention, and without order, approval or action of any court. The trust shall be subject to the jurisdiction of a court only if my Trustee or another interested party institutes a legal proceeding. A proceeding to seek instructions or a court determination shall be initiated in the court having original jurisdiction over matters relating to the construction and administration of trusts. Seeking instructions or a court determination shall not subject this trust to the continuing jurisdiction of the court. Section 11.03 No Bond My Trustee shall not be required to furnish any bond for the faithful performance of my Trustee's duties. If a bond is required by any law or rule of court, no surety shall be required on such bond. 11-1 Section 11.04 Exoneration of My Trustee No successor Trustee is obligated to examine the accounts, records or actions of any previous Trustee or of the personal representative of my estate. No successor Trustee shall be in any way or manner responsible for any act or omission to act on the part of any previous Trustee or the personal representative of my estate. Unless a Trustee has received notice of removal, the Trustee shall not be liable to me or to any beneficiary for the consequences of any action taken by the Trustee that would have been, but for the prior removal of the Trustee, a proper exercise by the Trustee of the authority granted to the Trustee under this agreement. Any Trustee may request and obtain from the beneficiaries or from their legal representatives, agreements in writing releasing the. Trustee from any liability that may have arisen from the Trustee's acts or omissions to act and indemnifying the Trustee from liability for the acts or omissions. An agreement described in this paragraph, if acquired from all the living beneficiaries of the trust or from their legal representatives, shall be conclusive and binding upon all parties, born or unborn, who may have, or may in the future acquire, an interest in the trust. My Trustee may require a refunding agreement before making any distribution or allocation of trust income or principal and may withhold distribution or allocation pending determination or release of a tax lien or other lien. This refunding agreement provision shall not apply to any distribution that qualifies for the federal estate tax charitable deduction. Section 11.05 Trustee Compensation An individual serving as Trustee, other than me, shall be entitled to fair and reasonable compensation for the services rendered as a fiduciary. A corporate fiduciary serving as my Trustee shall be compensated by agreement with an individual Trustee or, in the absence of an individual Trustee or in the absence of an agreement, in accordance with the corporate fiduciary's published schedule of fees in effect at the time the services are rendered. My Trustee may charge additional fees for services it provides that are not comprised within its duties as Trustee such as fees for legal services, tax return preparation and corporate finance or investment banking services. In addition to receiving compensation, my Trustee may be reimbursed for reasonable costs and expenses incurred in carrying out its duties under this agreement. Section 11.06 Employment of Professionals My Trustee may appoint, employ and remove, at any time and from time to time, investment advisors, accountants, auditors, depositories, custodians, brokers, consultants, 11-2 attorneys, expert advisers, agents, and employees to advise or assist the Trustee in the performance of its duties. My Trustee may act upon the recommendations of the persons or entities employed with or without independent investigation. My Trustee may reasonably compensate an individual or entity employed to assist or advise my Trustee regardless of whether the person or entity shall be a Trustee of a trust established under this agreement or a corporate affiliate of a Trustee and regardless of whether the entity shall be one in which a Trustee of a trust created under this agreement is a partner, member, stockholder, officer, director or corporate affiliate or has any other interest. My Trustee may pay the usual compensation for services contracted for under this Section out of principal or income of the trust as my Trustee may deem advisable. My Trustee may pay compensation to an individual or entity employed to assist or advise my Trustee without diminution of or charging the same against the compensation to which the Trustee is entitled under this agreement. Any Trustee who shall be a partner, stockholder, officer, director or corporate affiliate in any entity employed to assist or advise my Trustee shall nonetheless receive the Trustee's share of the compensation paid to the entity. Section 11.07 Exercise of Testamentary Power of Appointment A testamentary power of appointment granted under this agreement may be exercised by valid will that specifically refers to this power of appointment. The holder of a testamentary power of appointment may exercise the power to appoint property among the permissible appointees in equal or unequal proportions, and on such terms and conditions, whether outright or in trust, as the holder of the power designates. The holder of a testamentary power of appointment may grant further powers of appointment to any person to whom principal may be appointed, including a presently exercisable limited or general power of appointment. My Trustee may conclusively presume that any power of appointment granted to any beneficiary of a trust created under this agreement has not been exercised by the beneficiary if my Trustee has no knowledge of the existence of a valid will exercising the power within 3 months after the beneficiary's death. Section 11.08 Determination of Principal and Income 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, and 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 11-3 equalization of payments to or for the beneficiaries. My Trustee may select appropriate accounting periods with regard to the trust property. Section 11.09 Trust Accounting After my death, my Trustee shall render an accounting at least annually to the income beneficiaries of the trust during the accounting period. The accounting shall include the receipts, disbursements, and distributions occurring during the accounting period and a balance sheet of the trust property. In the absence of fraud or manifest error, the assent by all income beneficiaries to an accounting of an Independent Trustee shall make the matters disclosed in the accounting binding and conclusive upon all persons, both those in existence on the date of this agreement and those to be born in the future who have, or will in the future have, a vested or contingent interest in the trust property. In the case of a minor or incapacitated beneficiary, that beneficiary's natural guardian or legal representative shall give the assent required under this Section. The failure of any person to object to any accounting by giving written notice to my Trustee within 60 days of the person's receipt of a copy of the accounting shall be deemed to be an assent by such person. The trust's financial records and documentation shall be available at reasonable times and upon reasonable notice for inspection by trust beneficiaries and their representatives. My Trustee shall not be required to furnish trust information regarding my trust to any individual, corporation, or other entity that is not a beneficiary or the representative of a beneficiary, and is not requesting the information pursuant to a valid court order. Section 11.10 Action of Trustees; Disclaimer Unless otherwise provided in this agreement, whenever I am serving as Trustee, I may make all decisions and exercise all powers and discretions granted to my Trustee under this agreement without the consent of any other Trustee. When I am not serving as a Trustee, if two Trustees are eligible to act with respect to a given matter, the concurrence of both shall be required for action to be taken; if more than two Trustees are eligible to act with respect to a given matter, the concurrence of a majority of my Trustees shall be required for action to be taken. A nonconcurring Trustee may dissent or abstain from a decision of the majority. A Trustee shall be absolved from personal liability by registering its dissent or abstention in the records of the trust. After doing so, the dissenting Trustee shall then act with my other Trustees in any way necessary or appropriate to effectuate the decision of the majority. 11-4 Notwithstanding any provIsIOn of this agreement to the contrary, any Trustee may disclaim or release, in whole or in part, by an instrument in writing, any power it holds as Trustee, irrevocably or for any period of time that the Trustee may specify. The Trustee may make the relinquishment of a power personal to the Trustee or may relinquish the power for all subsequent Trustees. Section 11.11 Delegation of Trustee Authority; Power of Attorney Any Trustee may, by an instrument in writing, delegate to any other Trustee the right to exercise any power, including a discretionary power, granted my Trustee in this agreement. During the time a delegation under this Section is in effect, the Trustee to whom the delegation was made may exercise the power to the same extent as if the delegating Trustee had personally joined in the exercise of the power. The delegating Trustee may revoke the delegation at any time by giving written notice to the Trustee to whom the power was delegated. My Trustee may execute and deliver a revocable or irrevocable power of attorney appointing any individual or corporation to transact any and all business on behalf of the trust. The power of attorney may grant to the attorney-in-fact all of the rights, powers, and discretion that my Trustee could have exercised. Section 11.12 Additions to Separate Trusts If on the termination of any separate trust created under this agreement a final distribution is to be made to a person for whom my Trustee then holds another separate trust created under this agreement, my Trustee shall add the distribution to the other separate trust instead of being distributed outright. My Trustee shall treat the distribution for purposes of administration as though it had been an original part of the other separate trust. Section 11.13 Authority to Merge or Sever Trusts My Trustee may merge and consolidate a trust created under this agreement with any other trust, if the two trusts contain substantially the same terms for the same beneficiaries and at least one Trustee in common. My Trustee may administer the merged and consolidated trust as a single trust or unit. If, however, a merger or consolidation does not appear feasible, my Trustee may consolidate the assets of the trusts for purposes of investment and trust administration while retaining separate records and accounts for each respective trust. My Trustee may sever any trust on a fractional basis into two or more separate and identical trusts or may segregate a specific amount or asset from the trust property by allocation to a separate account or trust. Income earned on a segregated amount or specific asset after the segregation passes with the amount or asset segregated. My 11-5 Trustee shall hold and administer each separate trust upon terms and conditions substantially identical to those of the trust from which it was severed. Subject to the terms of the trust, my Trustee may consider differences in federal tax attributes and other pertinent factors in administering the trust property of any separate account or trust, in making applicable tax elections, and in making distributions. A separate trust created by severance must be treated as a separate trust for all purposes from the date on which the severance is effective; however, the effective date of severance may be retroactive to a date before the date on which my Trustee exercises the power. Section 11.14 Authority to Terminate Trusts If, at any time, my Trustee, other than an Interested Trustee, in its sole discretion, determines that a trust created under this agreement is no longer economical or is otherwise inadvisable to administer as a trust, or if my Trustee, other than an Interested Trustee, deems it to be in the best interest of my beneficiaries, my Trustee, without further responsibility, may terminate the trust and distribute the trust property, including any undistributed net income, in the following order of priority: To me, in am then living; To the beneficiaries then entitled to mandatory distributions of net income of the trust and in the same proportions; and If none of the beneficiaries are entitled to mandatory distributions of net income, to the beneficiaries then eligible to receive discretionary distributions of net income of the trust, in such amounts and shares as my Trustee, other than an Interested Trustee, may determine. Section 11.15 Discretionary Distribution to Fully Utilize Basis Increase Upon Death of Beneficiary This Section shall apply during any time there is no federal estate tax in effect and Section 1022 of the Internal Revenue Code is in effect. If I have given my Trustee the authority to make distributions of principal to the beneficiary of a trust, my Trustee, other than an Interested Trustee, may, from time to time, distribute to the beneficiary as much of the principal of the trust as such Trustee may determine is advisable so that upon the death of the beneficiary the estate of the beneficiary will have sufficient appreciated assets to fully utilize the aggregate basis increase allowed under Section 1022. Before making a distribution of property under this Section, I request, but do not require that the Trustee determine whether there is a good reason to retain the property in trust 11-6 such as whether or not the asset may be sold in the near future, the need for creditor protection by the beneficiary, protection of the beneficiary from failed marriages and protection of the asset for future generations. My Trustee shall not be liable to any beneficiary for the exercising or failing to exercise its discretion to make a distribution under this Section. Section 11.16 Merger of Corporate Fiduciary If any corporate fiduciary acting as my Trustee under this agreement is merged with or transfers substantially all of its trust assets to another corporation or if a corporate fiduciary changes its name, the successor shall automatically succeed to the trusteeship as if originally named a Trustee. No document of acceptance of trusteeship shall be required. Section 11.17 Beneficiary's Status Until my Trustee receives notice of the incapacity, birth, marriage, death or other event upon which a beneficiary's right to receive payments may depend, my Trustee shall not be liable for acting or failing to act with respect to the event or for disbursements made in good faith to persons whose interest may have been affected by such event. Unless otherwise provided in this agreement, the parent or legal representative may act on behalf of a beneficiary who is a minor or is incapacitated. My Trustee may rely on any information provided by a beneficiary with respect to the beneficiary's assets and income. My Trustee shall have no independent duty to investigate the status of any beneficiary and shall not incur any liability for failure to do so. Section 11.18 Discharge of Third Persons Persons dealing in good faith with my Trustee shall not be required to see to the proper application of money paid or property delivered to my Trustee, or to inquire into the authority of my Trustee as to any transaction. The receipt from my Trustee for any money or property paid, transferred or delivered to my Trustee shall be a sufficient discharge to the person or persons paying, transferring or delivering the money or property from all liability in connection with its application. Section 11.19 Certificate by Trustee A written statement of my Trustee may always be relied upon by, and shall always be conclusive evidence in favor of, any transfer agent or any other person dealing in good faith with my Trustee in reliance upon the statement. 11-7 Section 11.20 Funeral and Other Expenses of Beneficiary Upon the death of an income beneficiary my Trustee may pay the funeral expenses, burial or cremation expenses, enforceable debts and other expenses incurred due to the death of the beneficiary from trust property. This Section shall only apply to the extent the income beneficiary has not exercised any testamentary power of appointment granted to him under this agreement. My Trustee may rely upon any request by the personal representative or members of the family of the deceased beneficiary for payment without verifying the validity or the amounts and without being required to see to the application of the amounts so paid. My Trustee may make decisions under this Section without regard to any limitation on payment of expenses imposed by statute or rule of court and may be made without obtaining the approval of any court having jurisdiction over the administration of the deceased beneficiary's estate. Section 11.21 Generation-Skipping Tax Provisions Notwithstanding any other provision of this agreement to the contrary, if a trust created under this agreement would be partially exempt from generation-skipping tax after the intended allocation of available GST exemption to the trust then: (a) Division into Exempt and Nonexempt Trusts My Trustee may divide the property ofthe trust into two separate trusts so that the allocation of available GST exemption can be made to a trust that will be entirely exempt from generation-skipping transfer tax (the "exempt trust"). The exempt trust shall consist of the largest fractional share of the total trust assets that will permit the exempt trust to be entirely exempt from generation-skipping transfer tax. The "nonexempt trust" shall consist of the balance of the total trust assets. For purposes of computing the fractional share, asset values as finally determined for federal estate tax purposes shall be used. The fraction shall be applied to the assets at their actual value on the effective date or dates of distribution so that the actual value of the fractional share resulting from the application of such fraction will include fluctuations in the value of the trust property. (b) Administration of the Trusts The trusts created under this Section shall have the same terms as the original trust. To the extent possible, distributions to a non-skip person as defined by Section 2613 of the Internal Revenue Code shall be made from a nonexempt trust and distributions to a skip person as defined by Section 2613 shall be made from an exempt trust. 11-8 My Trustee shall administer each exempt and nonexempt trust as a separate and independent trust. Any exempt or nonexempt trust established under this agreement may be referred to by the name designated by my Trustee. If an exempt trust and a nonexempt trust are further divided under the terms of this agreement, my Trustee may allocate property from the exempt trust first to the trust from which a generation skipping transfer is more likely to occur. (c) My Intent; Trust Additions My intent is to minimize the application of the generation-skipping transfer tax to the trust property but not to affect the total amount of trust property to which any beneficiary may be entitled under this agreement. This agreement shall be so construed and interpreted to give effect to this intent. If at any time any property that has an inclusion ratio greater than zero for generation-skipping transfer tax purposes would be added to a trust with property that has an inclusion ratio of zero, then my Trustee shall instead hold such property in a separate trust on the same terms and conditions as the original trust. (d) Independent Trustee May Confer Testamentary Power of Appointment In the event a trust has an inclusion ratio of greater than zero for generation-skipping transfer tax purposes, my Trustee, excluding any Interested Trustee, may during the lifetime of the beneficiary of the trust, grant the beneficiary a testamentary power to appoint all or part of such beneficiary's trust or trust share to the creditors of the beneficiary's estate. The Trustee granting the power of appointment may require, as a condition for the beneficiary's exercise of such power, that the beneficiary obtain the consent of such Trustee. Any testamentary power of appointment granted by the Trustee shall be in writing and may be revoked at any time during the lifetime of the beneficiary to whom the power was gIven. 11-9 Article Twelve My Trustee's Powers Section 12.01 Introduction to Trustee's Powers Except as otherwise specifically provided in this agreement, my Trustee may exercise, without prior approval from any court, all the powers conferred by this agreement and any powers conferred by law, including, without limitation, those powers set forth under the common law or statutory law of the Commonwealth of Pennsylvania or any other jurisdiction whose law applies to this trust. The powers set forth in the Pennsylvania Probates, Estates and Fiduciaries Code are specifically incorporated into this trust agreement. The powers conferred upon my Trustee by law, including those powers conferred by the Pennsylvania Probates, Estates and Fiduciaries Code, shall be subject to any express limitations or contrary directions contained in this agreement. My Trustee shall exercise these powers in the manner my Trustee determines to be in the best interests of the beneficiaries. My Trustee shall not exercise any of its powers in a manner that is inconsistent with the right of the beneficiaries to the beneficial enjoyment of the trust property in accordance with the general principles of the law of trusts. The Trustee of a trust may have duties and responsibilities in addition to those described in this agreement. I encourage my Trustee to obtain appropriate legal advice if my Trustee has any questions concerning its duties and responsibilities as Trustee. Section 12.02 Execution of Documents by My Trustee My Trustee may execute and deliver any and all instruments in writing which my Trustee considers necessary to carry out any ofthe powers granted in this agreement. Section 12.03 Investment Powers in General My Trustee may invest in any type of investment that my Trustee determines is consistent with the investment goals of my trust, whether inside or outside the geographic borders of the United States of America and its possessions or territories, taking into account my trust's overall investment portfolio. Without limiting my Trustee's investment authority in any way, I request that my Trustee exercise reasonable care and skill in selecting and retaining trust investments. I also request that my Trustee take into account the following factors in choosing investments for my trust:a 12-1 The potential return from the investment, both in the form of income and appreciation; The potential income tax consequences of the investment; The investment's potential for volatility; and The role the investment will play in the trust's portfolio. I request that my Trustee, in arranging the investment portfolio of the trust, also consider the possible effects of inflation or deflation, changes in global and U.S. economic conditions, transaction expenses, and the trust's need for liquidity. My Trustee may delegate its discretion to manage trust investments to any registered investment adviser or corporate fiduciary. Section 12.04 Banking Powers My Trustee may establish bank accounts of any type in one or more banking institutions that my Trustee may choose. My Trustee may open accounts in the name of my Trustee (with or without disclosing fiduciary capacity) or in the name of the trust. When an account is in the name of the trust, checks on that account and authorized signatures need not disclose the fiduciary nature of the account or refer to any trust or Trustee. An account from which my Trustee makes frequent disbursements need not be an interest bearing account. My Trustee may authorize withdrawals from an account by check, draft or other instrument or in any other manner. Section 12.05 Business Powers If the trust owns or acquires an interest in a business as a shareholder, partner, sole proprietor, member, participant in a joint venture or otherwise, my Trustee may exercise the authority and discretion provided for in this Section. The powers granted in this Section are in addition to and not in limitation of all other powers granted to my Trustee in this agreement. (a) No Duty to Diversify Notwithstanding any duty to diversify imposed by state law, my Trustee may retain any business in which the trust has an ownership interest even though the interest may constitute all or a substantial portion of the trust property. I recognize that the value of a non-controlling interest in a business entity may be less than the underlying value of the net assets of the entity. Nonetheless, I authorize my Trustee to retain non-controlling business interests owned by the trust. 12-2 (b) Specific Management Powers My Trustee shall have all power and authority necessary to manage and operate any business owned by the trust, whether directly or indirectly, including, without limitation, the express powers set forth in this subsection. My Trustee may participate directly in the conduct of the business, by serving as a general partner of a limited partnership, a member, manager or managing member of a limited liability company, or a shareholder of a corporation, or may employ others to serve in that capacity. My Trustee may take part in the management of the business and delegate duties with respect to management, together with the requisite powers, to any employee, manager, partner or associate of the business, without incurring any liability for the delegation. To the extent that the business interest held by the trust is not one that includes management powers (such as a minority stock interest, limited partnership interest, or a membership interest in a limited liability company), my Trustee shall have no obligation to supervise the management of the underlying assets, and no liability for the actions of those who do manage the business. My Trustee may enter into management agreements and nominee agreements whereby my Trustee and the trust may serve as the exclusive manager or nominee of property or property interests on behalf of any limited partnership, limited liability company or corporation. My Trustee, individually or if my Trustee is a corporate fiduciary an employee of the Trustee, may act as a director, general or limited partner, associate or officer of the business. My Trustee may participate with any other person or entity in the formation or continuation of a partnership either as a general or limited partner, or in any joint venture. My Trustee shall have and exercise all the powers of management necessary and incidental to a membership in the partnership, limited partnership, or joint venture, including the making of charitable contributions. My Trustee may reduce, expand, limit or otherwise adjust the operation or policy of the business. My Trustee may subject the principal and income of the trust to the risks of the business for such term or period as my Trustee may determine. My Trustee may advance money or other property to any business in which the trust has an interest, make loans (subordinated or otherwise) of cash or securities to the business and guarantee the loans of others made to the business. My Trustee may borrow money for the business, either 12-3 alone or with other persons interested in the business, and secure any such loan or loans by a pledge or mortgage of any part of any trust property My Trustee may select and vote for directors, partners, associates and officers of the business. My Trustee may enter into owners' agreements with a business in which the trust has an interest or with the other owners of the business. My Trustee may execute agreements and amendments to agreements that are necessary to the operation of the business including, but not limited to, stockholder agreements, partnership agreements, buy-sell agreements and operating agreements for limited liability companies. My Trustee may generally exercise any and all powers necessary for the continuation, management, sale or dissolution ofthe business. My Trustee may participate in the sale, reorganization, merger, consolidation, recapitalization, or liquidation of the business. My Trustee may sell or liquidate the business or business interest on such price and on such terms as my Trustee deems advisable and in the best interests of the trust and the beneficiaries. My Trustee may sell any business interest held by the trust to one or more of the beneficiaries of this trust or to any trust in which a majority of the beneficiaries are one or more of the beneficiaries of this trust. The sale may be made in exchange for cash, a private annuity, an installment note or any combination thereof. My Trustee may exercise all of the business powers granted in this agreement even though my Trustee may be personally invested in or otherwise involved with the business. (c) Business Liabilities If any tort or contract liability arises in connection with the business, and if the trust is a responsible party with regard to the liability, my Trustee shall satisfy the liability first from the assets of the business, and only then from other trust property. (d) Trustee Compensation In addition to the Trustee compensation set forth in Section 11.05, my Trustee may receive additional reasonable compensation for its services in connection with the operation of the business. My Trustee may receive this compensation directly from the business, from the trust or partly from both. 12-4 (e) Conflicts of Interest My Trustee may exercise all of the powers granted in this trust agreement even though my Trustee may be involved with or have a personal interest in the business. Section 12.06 Contract Powers My Trustee may sell at public or private sale, transfer, exchange for other property, and otherwise dispose of trust property for consideration and upon terms and conditions that my Trustee deems advisable. My Trustee may grant options of any duration for any such sales, exchanges, or transfers of trust property. My Trustee may enter into contracts, and may deliver deeds or other instruments, that my Trustee deems appropriate. Section 12.07 Common Investments For purposes of convenience with regard to the administration and investment of the trust property, my Trustee may invest part or all of the trust property jointly with trust property of other trusts for which my Trustee is also serving as a Trustee. For tl,ris purpose, a corporate fiduciary acting as my Trustee may use common funds for investment. When trust property is managed and invested in this manner, my Trustee shall maintain records that sufficiently identify that portion of the jointly invested assets that constitute the trust property of this trust. Section 12.08 Environmental Powers My Trustee shall have the right to inspect trust property to determine compliance with or to respond to any environmental law affecting the trust property. "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 may refuse to accept property if my Trustee determines that the property is or may be contaminated by any hazardous substance or is or was used for any purpose involving hazardous substances that could create liability to the trust or to my Trustee. My Trustee may use and expend trust property to (i) conduct environmental assessments, audits or site monitoring; (ii) take remedial action to contain, clean up or remove any hazardous substance including a spill, discharge or contamination; (iii) institute, contest or settle legal proceedings brought by a private litigant or any local, state, or federal agency concerned with environmental compliance; (iv) comply with any order issued by any court or by any local, state, or federal agency directing an assessment, abatement or 12-5 clean-up of any hazardous substance; and (v) employ agents, consultants and legal counsel to assist my Trustee in these actions. My Trustee shall not be liable for any loss or reduction in value sustained by my trust as a result of my Trustee's retention of property on which hazardous materials or substances requiring remedial action are discovered unless my Trustee contributed to the resulting loss or reduction in value through willful misconduct or gross negligence. My Trustee shall not be liable to any beneficiary or to any other party for any decrease in the value of trust property as a result of my Trustee's compliance with any environmental law, including any reporting requirement. My Trustee may release, relinquish or disclaim any power held by my Trustee that my Trustee determines may cause my Trustee to incur individual liability under any environmental law. Section 12.09 Farming and Ranching Operations If the trust owns or acquires an interest in a farm, ranch or other agricultural property or business, my Trustee may exercise the authority and discretion provided for in this Section. The powers granted in this Section are in addition to and not in limitation of all other powers granted to my Trustee in this agreement. (a) Authority to Operate the Farm or Ranch Notwithstanding any duty to diversify imposed by state law, my Trustee may retain and continue to operate a farm or ranch even though the interest may constitute all or a substantial portion of the trust property. My Trustee may take part in the management of the farm or ranch or hire a farm manager or a professional farm management service. My Trustee may delegate any of the powers authorized by this Section to a hired farm manager or professional farm management service. My Trustee may purchase, sell, hold, manage, operate, lease, improve and maintain the farm or ranch, or any interests in the farm or ranch, and in general deal with and do all things necessary to operate the farm or ranch as my Trustee deems advisable. My Trustee may buy, sell and raise livestock; plant, cultivate, harvest and sell cash crops; produce timber or forest products for sale; or lease or rent all or part of the farm or ranch for cash or a share of the crops. My Trustee may contract with hired labor, tenants or sharecroppers. My Trustee may construct, repair and improve farm buildings, fences and other farm or ranch structures including drainage facilities, dig and 12-6 maintain wells, ponds and lagoons, and participate III cooperative agreements concerning water rights and ditch rights. My Trustee may purchase or rent any kind of farm machinery, equipment, feed and seed necessary for the operation of the farm or ranch. My Trustee may use approved soil conservation practices in order to conserve, improve and maintain the productivity of the soil, and may engage in timber or forest conservation practices. My Trustee may engage and participate in any farm program sponsored by any federal, state or local governmental agency. (b) Business Liabilities If any tort or contract liability arises in connection with the farm or ranch, and if the trust is a responsible party with regard to the liability, my Trustee shall satisfy the liability first from the assets of the farm or ranch, and only then from other trust property. (c) Trustee Compensation In addition to the Trustee compensation set forth in Section 11.05, my Trustee may receive additional reasonable compensation for its services in connection with the operation of a farm or ranch. My Trustee may receive this compensation directly from the farm or ranch, from the trust or partly from both. (d) Conflicts of Interest My Trustee may exercise all of the powers granted in this trust agreement even though my Trustee may be involved with or have a personal interest in the farm or ranch. Section 12.10 Insurance Powers My Trustee may purchase, accept, hold, and deal with as owner, policies of insurance on my life, the life of any beneficiary, or on the life of any person in whom any beneficiary has an insurable interest. My Trustee may purchase disability, medical, liability, long-term health care and other insurance on behalf of and for the benefit of any beneficiary. My Trustee may purchase annuities and similar investments for any beneficiary. 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 12-7 money to pay premiums due on any policy, either by borrowing from the company issuing the policy or from another source. My Trustee may assign the 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 extended term insurance nonforfeiture option contained in a policy. My Trustee shall have the power to sell any policy at its fair market value to anyone having an insurable interest in the policies including the insured. 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 the policy. Upon termination of the trust, my Trustee shall have the power to transfer and assign the policies held by the trust as a distribution of trust property. Section 12.11 Loans and Borrowing Powers My Trustee may make secured or unsecured loans to any person (including a beneficiary), entity, trust or estate, for any term or payable on demand, with or without interest. My Trustee may enter into or modify the terms of any mortgage or security agreement granted in connection with any loan and may release or foreclose on the mortgage or security. My Trustee may borrow money at interest rates and on other terms that it deems advisable from any person, institution or other source including, in the case of a corporate fiduciary, its own banking or commercial lending department. My Trustee may encumber trust property by mortgages, pledges and other hypothecation and shall have the power to enter into any mortgage, whether as a mortgagee or mortgagor even though the term may extend beyond the termination of the trust and beyond the period that is required for an interest created under this agreement to vest in order to be valid under the rule against perpetuities. My Trustee may purchase, sell at public or private sale, trade, renew, modify, and extend mortgages. My Trustee may accept deeds in lieu of foreclosure. 12-8 Section 12.12 Nominee Powers My Trustee may hold real estate, securities and any other trust property in the name of a nominee or in any other form without disclosing the existence of any trust or fiduciary capacity. Section 12.13 Oil, Gas and Mineral Interests My Trustee may acquire, maintain, develop and exploit, either alone or jointly with others, any oil, gas, coal, minerals or other natural resource rights or interests. My Trustee may drill, test, explore, mine, develop, extract, remove, convert, manage, retain, store, sell and exchange any of such rights and interests on terms and for a price that my Trustee deems advisable. My Trustee may execute leases, pooling and unitization agreements and other types of agreements in connection with such oil, gas, coal, mineral and other natural resource rights and interests even though such arrangements may extend beyond the termination of the trust. My Trustee may execute division orders, transfer orders, releases, assignments, farm outs, and any other instruments that it deems proper. My Trustee may employ the services of consultants and outside specialists in connection with the evaluation, management, acquisition, disposition, and development of any mineral interest, and may pay the cost of the services from the principal and income of the trust property. Section 12.14 Payment of Taxes and Expenses Except as otherwise provided in this agreement, my Trustee is authorized to pay all property taxes, assessments, fees, charges, and other expenses incurred in the administration or protection of the trust. All payments shall be a charge against the trust property and shall be paid by my Trustee out of the income, or to the extent that the income is insufficient, then out of the principal of the trust property. The determination of my Trustee with respect to the payment of expenses shall be conclusive upon the beneficiaries. Section 12.15 Qualified Family Owned Business Interests Deduction My Trustee, other than an Interested Trustee, shall have the power to amend the terms of a trust holding "qualified family-owned business interests" as defined in Section 2057 of the Internal Revenue Code, in order to permit trust property to qualify for the "family 12-9 owned business deduction," even if the amendment changes beneficial interests and that directs the segregation of trust property into more than one trust. Section 12.16 Real Estate Powers My Trustee may sell at public or private sale, purchase, exchange, lease for any period, mortgage, manage, alter, improve and in general deal in and with real property in such manner and on such terms and conditions as my Trustee deems appropriate. My Trustee may grant or release easements in or over, subdivide, partition, develop, raze improvements, and abandon, any real property. My Trustee may manage real estate in any manner that my Trustee deems best and shall have all other real estate powers necessary for this purpose. My Trustee may enter into contracts to sell real estate. My Trustee may enter into leases and grant options to lease trust property even though the term of the agreement extends beyond the termination of the trust and beyond the period that is required for an interest created under this agreement to vest in order to be valid under the rule against perpetuities. For such purposes, my Trustee may enter into any contracts, covenants and warranty agreements that my Trustee deems appropriate. Section 12.17 Residences and Tangible Personal Property My Trustee may acquire, maintain and invest in any residence for the use and benefit of the beneficiaries, whether or not the residence is income producing and without regard to the proportion that the value of the residence may bear to the total value of the trust property and even if retaining the residence involves financial risks that trustees would not ordinarily incur. My Trustee may payor make arrangements for others to pay all carrying costs of the residence, including, but not limited to, taxes, assessments, insurance, expenses of maintaining the residence in suitable repair, and other expenses relating to the operation of the residence for the benefit of the beneficiaries. My Trustee may acquire, maintain and invest in articles of tangible personal property, whether or not the property is income producing, and may pay the expenses of the repair and maintenance of the property. My Trustee shall have no duty to convert the property referred to in this Section to productive property except as required by other provisions ofthis agreement. My Trustee may permit any income beneficiary of the trust to occupy any real property or use any personal property owned by the trust on terms or arrangements that my Trustee may determine, including rent free or in consideration for the payment of taxes, insurance, maintenance, repairs, or other charges. 12-10 My Trustee shall have no liability for any depreciation or loss as a result of the retention of any property retained or acquired under the authority of this Section. Section 12.18 Retention and Abandonment of Trust Property My Trustee may retain, without liability for depreciation or loss resulting from retention, any property constituting the trust at the time of its creation, at the time of my death or as the result of the exercise of a stock option. My Trustee may retain property, notwithstanding the fact that the property may not be of the character prescribed by law for the investment of assets held by a fiduciary, and notwithstanding the fact that retention may result in inadequate diversification under any applicable Prudent Investor Act or other applicable law. My Trustee may hold property that is non-income producing or is otherwise nonproductive if holding the property is, in the sole and absolute discretion of my Trustee, in the best interests of the beneficiaries. On the other hand, except when I am serving as a Trustee, my Trustee shall invest contributions of cash and cash equivalents as soon as reasonably practical after the assets have been acquired by the trust. My Trustee is permitted to retain a reasonable amount in cash or money market accounts in order to pay anticipated expenses and other costs and to provide for anticipated distributions to or for the benefit of a beneficiary. My Trustee may abandon any trust property that my Trustee deems to be of insignificant value. Section 12.19 Securities, Brokerage and Margin Powers My Trustee may buy, sell, trade and otherwise deal in stocks, bonds, investment companies, mutual funds, common trust funds, commodities, options and other securities of any kind and in any amount, including short sales. My Trustee may write and purchase call or put options, and other derivative securities. My Trustee may maintain margin accounts with brokerage firms and may pledge securities to secure loans and advances made to my Trustee or to or for the benefit of a beneficiary. My Trustee may place all or any part ofthe securities held by the trust in the custody of a bank or trust company. My Trustee may have all securities registered in the name of the bank or trust company or in the name of its nominee. My Trustee may appoint the bank or trust company as the agent or attorney in fact to collect, receive, receipt for and disburse any income and generally to perform the duties and services incident to a custodian of accounts. My Trustee may employ a broker-dealer as a custodian for securities held by the trust and may register the securities in the name of the broker-dealer or in the name of a nominee with or without the addition of words indicating that the securities are held in a fiduciary capacity. My Trustee may hold securities in bearer or uncertificated form and may use a 12-11 central depository, clearing agency or book-entry system, such as The Depository Trust Company, Euroc1ear or the Federal Reserve Bank of New York. My Trustee may participate in any reorganization, recapitalization, merger or similar transaction. My Trustee may exercise or sell conversion or subscription rights for securities of all kinds and description. My Trustee may give proxies or powers of attorney that may be discretionary and with or without powers of substitution. My Trustee may vote or refrain from voting as to any matter. Section 12.20 Settlement Powers My Trustee may settle, by compromise, adjustment, arbitration or otherwise any and all claims and demands in favor of or against the tmst. My Trustee may release or abandon any claim in favor of the trust. Section 12.21 Sub-Chapter S Corporation Stock Provisions After my death and during any period when the trust is not treated for tax purposes as a grantor trust under Section 671 of the Internal Revenue Code, my Trustee may elect to hold any S corporation stock held by the trust as a separate "electing small business trust" as defined in Section 1361(d)(3) or as a separate "qualified subchapter S trust," as defined in Section 1361(e)(1). In making this determination, my Trustee may consider any changes to the terms and conditions of the trust that will be required as a result of either election. For purposes of this Section, "S corporation stock" shall mean all capital stock issued by a corporation (or other entity taxable as a corporation for federal income tax purposes) that is treated, or intends to be treated under Section 1361(a), as an "S corporation" for federal income tax purposes. (a) Electing Treatment as an Electing Small Business Trust If my Tmstee elects under Section 1361(e)(3) of the Code to qualify the trust as an "electing small business trust," my Trustee shall: Apportion to the electing small business trust a reasonable share of the unallocated expenses of all trusts created under this agreement, in accordance with the applicable provisions of the Internal Revenue Code and Treasury Regulations; and 12-12 Administer the trust as an electing small business trust, under Section 1361 (e) of the Internal Revenue Code. (b) Electing Treatment as a Qualified Subchapter S Trust If my Trustee elects to treat the trust as a "qualified subchapter S trust," my Trustee shall: Refer to the qualified subchapter S tmst using the same name as the trust to which the stock was originally allocated, plus the name of the current income beneficiary of the trust, followed by the letters "QSST;" Administer the qualified subchapter S trust in accordance with the same provisions contained in the trust to which the S corporation stock was originally allocated; provided, however, that the provisions of this subsection shall control the administration of the trust to the extent that they are inconsistent with the provisions of the original trust; Maintain the qualified subchapter S trust as a separate trust held for the benefit of one beneficiary as required in Section 1361(d)(3); and Request that the current income beneficiary of the trust, with the assistance of my Trustee, make an election in accordance with Section 1361(d)(2) to qualify the trust as a qualified subchapter S trust within the meaning of Section 1361(d)(3). (1) Current Income Beneficiary The "current income beneficiary" of a qualified subchapter S trust is the person who has a present right to receive income distributions from the trust to which the S corporation stock is allocated. A qualified subchapter S trust shall have only one current income beneficiary. If under the terms of the agreement, there is more than one person who has a present right to receive income distributions from the trust originally holding the S corporation stock, my Trustee shall cause the S corporation stock to be segregated into separate qualified subchapter S trusts for each person who has a present right to receive income distributions. 12-13 (2) Distributions Until the first to occur of (a) the death of the current income beneficiary and (b) the date on which the qualified subchapter S trust no longer holds any S corporation stock (the "QSST termination date"), my Trustee shall distribute to the current income beneficiary, at least annually, all of the trust's "net income," as that term is defined in Section 643(b) of the Internal Revenue Code. The terms of the trust to which the S corporation stock was originally allocated shall govern distributions of principal from the qualified subchapter S trust; provided, however, that my Trustee may only distribute principal to the current income beneficiary of the qualified subchapter S trust. Upon the QSST termination date, my Trustee shall distribute the remaining trust assets to the current income beneficiary, if he or she is then living, and if not, to the current income beneficiary's estate. (3) Allocation of Income and Expenses My Trustee shall characterize receipts and expenses of any qualified subchapter S trust in a manner consistent with Section 643(b) ofthe Internal Revenue Code. (4) Trust Merger or Consolidation My Trustee may not merge or consolidate any qualified subchapter S trust with the assets of another trust if doing so would jeopardize the qualification of either trust as a qualified subchapter S trust. (c) Governance of the Trusts The following additional provisions shall apply to any separate trust created under this Section. (1) Protection of S Corporation Status My Trustee shall not administer a trust holding S corporation stock in a manner that would cause the termination of the S corporation status of the entity whose stock is held as part of the trust. Therefore during any period that the trust holds S corporation stock, the terms of this agreement shall be construed in a manner that is consistent with the trust qualifying as an electing small 12-14 business trust or as a qualified subchapter S trust. Any provision of this agreement that cannot be so construed or applied shall be disregarded. (2) Methods of Distribution No method of distribution permitted under this Section may be used in a manner that would jeopardize the qualification of the trust as an electing small business trust or as a qualified subchapter S trust. (3) Election Any reference in this agreement to any person acting in an individual or fiduciary capacity, making an election for himself or for or on behalf of any other person, shall include, but not be limited to, an election made in accordance with Section 1361(e)(3), Section 1361(d)(2) or any other applicable subsection of Section 1361 of the Internal Revenue Code. (4) Disposition of S Corporation Stock If the continuation of any trust would, in my Trustee's opinion, result in the termination of the S corporation status of any entity whose stock is held as a part of the trust property, my Trustee, other than an Interested Trustee, shall have, in addition to the power to sell or otherwise dispose of the stock, the power to distribute the stock to the person who is then entitled to receive the income from the trust. Section 12.22 Limitation on My Trustee's Powers All powers granted to my Trustee under this agreement or by applicable law shall be limited as set forth in this Section, unless explicitly excepted by reference to this Section. The limitations set forth in this Section shall not apply to me. (a) An Interested Trustee Limited to Ascertainable Standards An Interested Trustee may not exercise or participate in the exercise of discretion with respect to the distribution of income or principal, or the termination of the trust to or for the benefit of a beneficiary, to the extent that the exercise of such discretion is other than for the health, education, maintenance or support of a beneficiary as described under Sections 2041 and 2514 of the Internal Revenue Code. 12-15 (b) No Distributions in Discharge of Support Obligation of My Trustee My Trustee may not exercise or participate in the exercise of discretion with respect to the distribution of income or principal to any person my Trustee is legally obligated to support, to the extent the distribution discharges the support obligation of my Trustee. If a beneficiary has the power to remove a Trustee, the Trustee may not exercise or participate in the exercise of discretion with respect to the distribution of income or principal to any person the beneficiary having the power to remove is legally obligated to support, to the extent such distribution discharges the support obligation of the beneficiary. (c) Insurance Policy on the Life of My Trustee If the trust holds a policy that insures the life of my Trustee, my Trustee shall have no right to exercise any powers or rights with respect to the policy. A Cotrustee serving under this agreement shall exercise the powers and rights with respect to the policy. If the insured Trustee is the only Trustee, then an illdependent Special Trustee designated under Section 3.08 shall exercise the powers and rights with respect to the policy. If any rule of law or court decision construes the ability of the insured Trustee to name an Independent Special Trustee as an incident of ownership of the policy, then a majority of the then current mandatory and discretionary income beneficiaries (excluding the insured Trustee if he or she is a beneficiary) shall select the illdependent Special Trustee. (d) Insurance Policy on a Beneficiary's Life If the trust holds a policy that insures the life of a beneficiary, the beneficiary (acting individually or as Trustee) shall have no power over the policy, the cash value of the policy, or the proceeds of the policy. The intent of this denial of power is to prevent an insured beneficiary from having a power that would constitute an incident of ownership of the policy. ill addition, no distribution of income or principal to the insured beneficiary shall be satisfied out of the proceeds of the policy, the cash value of the policy or any other economic benefit of the policy. The limitations of this subsection shall not apply if the proceeds of the policy would, upon the death of the beneficiary, otherwise be included in the gross estate of the beneficiary for federal estate tax purposes. 12-16 Article Thirteen General Provisions Section 13.01 Maximum Term for Trusts Notwithstanding any other provision of this agreement to the contrary, unless terminated earlier under other provisions of this agreement, each trust created under this agreement shall terminate 21 years after the last to die of the descendants of my maternal and paternal grandparents who are living at the time of my death. At that time, the remaining trust property shall vest in and be distributed to the persons entitled to receive mandatory distributions of net income of the trust and in the same proportions. If no beneficiary is entitled to mandatory distributions of net income, the remaining trust property shall vest in and be distributed to the beneficiaries entitled to receive discretionary distributions of net income of the trust, in equal shares per stirpes. Section 13.02 Spendthrift Provision Neither the income nor the principal of the trust property shall be assigned, anticipated or alienated in any manner by any beneficiary, nor shall it be subject to attachment, bankruptcy proceedings or any other legal process, or to the interference or control of creditors or others. Nothing contained in this Section shall restrict in any way the exercise of any power of appointment granted in this agreement. Section 13.03 Contest Provision If, after receiving a copy of this Section, any person shall, in any manner, directly or indirectly, attempt to contest or oppose the validity of this agreement, (including any amendment to this agreement), or commences, continues or prosecutes any legal proceedings to set this agreement aside, then such person shall forfeit his or her share, cease to have any right or interest in the trust property, and shall, for purposes of this agreement be deemed to have predeceased me. This Section shall not apply so as to cause a forfeiture of any distribution otherwise qualifying for the federal estate tax charitable deduction. 13-1 Section 13.04 Survivorship Presumption If any beneficiary is living at my death, but dies within 30 days after my death, then the beneficiary shall be deemed to have predeceased me for purposes of this agreement. Section 13.05 Changing the Situs of Administration My Trustee may, at any time, remove all or any part of the property or the situs of administration of the trust from one jurisdiction to another. My Trustee may elect, by filing an instrument with the trust records, that the trust shall thereafter be construed, regulated and governed as to administration by the laws of the new jurisdiction. My Trustee may take action under this Section for any purpose my Trustee deems appropriate, including the minimization of any taxes in respect of the trust or any beneficiary of such trust. If necessary, the beneficiaries entitled to receive distributions of net income under the trust may, by majority consent, appoint a corporate fiduciary in the new situs. If a beneficiary is a minor or is incapacitated, the parent or legal representative of the beneficiary may act on behalf of the beneficiary. Section 13.06 Definitions For purposes of this agreement, the following terms shall have the following meanings: (a) Adopted and Afterborn Persons A legally adopted person in any generation and his or her descendants, including adopted descendants, shall have the same rights and be treated in the same manner under this agreement as natural children of the adopting parent, provided such person is legally adopted prior to attaining the age of 18 years. A person shall be deemed to be legally adopted if the adoption was legal in the jurisdiction in which it occurred at the time that it occurred. A fetus in utero that is later born alive shall be considered a person in being during the period of gestation. (b) Unused Applicable Credit Equivalent The term "Unused Applicable Credit Equivalent" means that value of a Deceased Trustor's taxable estate determined without regard to the Marital Deduction that can be transferred at death without causing any federal estate tax liability because of: 13-2 1. Any available Applicable Credit Amount (Unified Credit); 2. The Credit for State Death Tax to the extent it does not increase the amount of death taxes, other than the Pennsylvania Inheritance Tax, payable to any state; 3. The Credit for Prior Transfers; 4. Allowable Exclusion or Exemptions from the Taxable Estate, and that is in excess of the net value of all property includable in the taxable estate of a Deceased Trustor that does not qualify for the marital deduction or any other deduction; whether that value passes outside of our Trust (by way of joint tenancy, life insurance contract, Beneficiary Designation, will or otherwise) or under other provisions of our Trust. (c) Agreement The term "this agreement" means this trust agreement and includes all trusts created under the terms of this agreement. (d) Available GST Exemption An individual's "available GST Exemption" means the GST exemption provided in Section 2631 of the Internal Revenue Code in effect at the time; reduced by the aggregate of (1) the amount, if any, of GST exemption allocated to lifetime transfers and (2) the amount, if any, of allocations of GST exemption made or deemed made to transfers other than allocations to transfers under this agreement. If, at the time, the individual has made a gift with an inclusion ratio of greater than zero but has not filed a gift tax return and the due date for the gift tax return has not yet passed, that individual's GST exemption shall be deemed to have been allocated to this gift to the extent necessary and possible to exempt the gift from generation-skipping transfer tax. (e) Descendants The term "descendants" shall include a person's lineal descendants of all generations. (f) Education The term "education" is intended to be an ascertainable standard in accordance with Section 2041 and Section 2514 of the Internal Revenue Code and shall include, but not be limited to: 13-3 Enrollment at private elementary, junior and senior high school including boarding school; Undergraduate and graduate study in any field at a college or university; Specialized, vocational or professional trammg or instruction at any institution, including private instruction; and Any other curriculum or activity that my Trustee may deem useful for developing the abilities and interests of a beneficiary including, without limitation, athletic training, musical instruction, theatrical training, the arts and travel. The term "education" shall also include distributions made by my Trustee for expenses such as tuition, room and board, fees, books and supplies, tutoring and transportation and a reasonable allowance for living expenses. (g) Incapacity Except as otherwise provided in this agreement, a person shall be deemed incapacitated in anyone of the following circumstances. (1) The Opinion of Two Licensed Physicians An individual shall be deemed incapacitated whenever, in the opinion of two licensed physicians, the individual is unable to effectively manage his or her property or financial affairs, whether as a result of age, illness, use of prescription medications, drugs or other substances, or any other cause. An individual shall be deemed restored to capacity whenever the individual's personal or attending physician provides a written opinion that the individual is able to effectively manage his or her property and financial affairs. (2) Court Determination An individual shall be deemed incapacitated if a court of competent jurisdiction has declared the individual to be disabled, incompetent or legally incapacitated. (3) Detention, Disappearance or Absence An individual shall be deemed incapacitated whenever he or she cannot effectively manage his or her property or 13-4 financial affairs due to the individual's unexplained disappearance or absence for more than 30 days, or whenever he or she is detained under duress. An individual's disappearance or absence or detention under duress may be established by an affidavit of my Trustee, or, if no Trustee is serving, by the affidavit of any beneficiary. The affidavit shall describe the circumstances of the individual's disappearance, absence or detention and may be relied upon by any third party dealing in good faith with my Trustee in reliance upon the affidavit. (h) Income Beneficiary The term "income beneficiary" means any beneficiary who is then entitled to receive distributions of the net income of the trust, whether mandatory or discretionary. Unless otherwise provided in this agreement, the phrase "majority of the income beneficiaries" means any combination of income beneficiaries who, if all accrued net income were distributed on the day of a vote by the beneficiaries, would receive more than 50% of the accrued net income. For purposes of this calculation, beneficiaries who are eligible to receive discretionary distributions of net income shall be deemed to receive the income in equal shares. (i) Income in Respect ofa Decedent (IRD) The term "income in respect of a decedent" or "IRD" means income received after a decedent's death that would have been taxable to the decedent if the income had been received by the decedent during the decedent's lifetime. For example, paYments under qualified retirement plans and other deferred compensation arrangements are IRD. For purposes of this agreement, JRD means any income that would be classified as IRD under Section 691(a) of the Internal Revenue Code. (j) Independent Trustee The term "Independent Trustee" means a Trustee who is not an Interested Trustee as defined in subsection (k). Only an Independent Trustee may exercise those powers granted exclusively to an Independent Trustee and when the phrase "other than an Interested Trustee" is used. Whenever this agreement specifically prohibits an Interested Trustee from exercising discretion or performing an act, then only an Independent Trustee may exercise that discretion or perform that act. An Independent Trustee shall not be liable to any person for any good faith exercise or nonexercise of its discretion under this agreement. 13-5 (k) Interested Trustee The term "Interested Trustee" means (1) a Trustee who is a transferor of property to the trust (including a person whose qualified disclaimer resulted in property passing to the trust); (2) a Trustee who is a beneficiary of the trust; or (3) a Trustee whom a beneficiary of the trust can remove and replace by appointing a Trustee that is related or subordinate to the beneficiary within the meaning of Section 672( c) of the Internal Revenue Code. For purposes this subsection "a beneficiary of the trust" means a person who is or in the future may be eligible to receive income or principal from the trust pursuant to the terms of the trust. A person shall be considered a beneficiary of a trust even if he or she has only a remote contingent remainder interest in the trust; however, a person shall not be considered a beneficiary of a trust if the person's only interest is as a potential appointee under a testamentary power of appointment. (I) Internal Revenue Code and Treasury Regulations References to the "Internal Revenue Code" or to its provisions shall refer to the Internal Revenue Code of 1986, as amended and to the corresponding Treasury Regulations, if any. References to the "Treasury Regulations," are to the Treasury Regulations under the Internal Revenue Code in effect from time to time. Reference to any provision or section of that Code shall be deemed to refer to the provision or section of the federal tax law in effect on the date of my death that corresponds to the provision or section referred to that was in effect at the time of the execution of this agreement. If there is no provision or section at the date of my death that corresponds to such provision or section and if the estate tax has been repealed, the reference to a provision or section of the federal tax law shall nevertheless be deemed to refer to the provision or section that was in effect at the time of the execution of this instrument or the provision that was in effect immediately before the tax law was repealed, solely for the purpose of determining the amount of property that passes under a provision of this instrument if my Trustee, in its sole discretion, determines that such result is more consistent with my intention. In no event shall my Trustee under the powers granted under the preceding paragraph take any action that would cause any property passing under this agreement that would otherwise qualify for a marital deduction, charitable deduction, special use valuation or QFOBI deduction to fail to qualify. 13-6 -- I My Trustee shall bear no liability for any decision made in good faith pursuant to the power granted under the terms of this section defining the term "Internal Revenue Code." (m) Legal Representative or Personal Representative As used in this agreement, the term "legal representative" or "personal representative" means a person's guardian, conservator, executor, administrator, Trustee, or any other person or entity personally representing a person or the person's estate. (n) Per Stirpes Whenever a distribution is to be made to a person's descendants "per stirpes," the distribution shall be divided into as many shares as there are then living children of the person and deceased children of the 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 the child's then living descendants in the same manner. (0) Qualified Retirement Plan The term "qualified retirement plan" means a plan qualified under Section 401 of the Internal Revenue Code, an individual retirement arrangement under Section 408 or Section 408A or a tax-sheltered annuity under Section 403. The term "qualified retirement benefits" means the amounts held in or distributed pursuant to a plan qualified under Section 401, an individual retirement arrangement under Section 408 or Section 408A, a tax-sheltered annuity under Section 403 or any other benefit subject to the distribution rules of Section 401(a)(9). (p) Shall and May Unless otherwise specifically provided in this agreement or by the context in which used, I use the word "shall" in this agreement to command, direct or require, and the word "may" to allow or permit, but not require. In the context of my Trustee, when I use the word "may" I intend that my Trustee may act in its sole and absolute discretion unless otherwise stated in this agreement. (q) Trust The terms "this trust," "this living trust," or "this trust agreement" shall refer to this agreement and all trusts created under the terms of this agreement. 13-7 (r) Trustee The term "my Trustee" or "Trustee" refers to the Trustee named in Article One and to any successor, substitute, replacement or additional person, corporation or other entity that is from time to time acting as the Trustee. The term "Trustee" refers to singular or plural as the context may require. (s) Trustor The term "Trustor" shall have the same legal meaning as "Grantor," "Settlor" or any other term referring to the maker of a trust. (t) Trust Property The phrase "trust property" shall be construed to mean all property held by my Trustee under this agreement, including all property that my Trustee may acquire from any source. Section 13.07 General Provisions and Rules of Construction The following general provisions and rules of construction shall apply to this agreement: (a) Duplicate Originals This agreement may be executed in any number of counterparts, each of which shall be deemed to be an original. Any person may rely upon a copy of this agreement certified under oath by my Trustee to be a true copy, to the same effect as if it were an original. (b) Singular and Plural; Gender Unless the context requires otherwise, words denoting the singular may be construed as 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 the context. The word "or" when used in a list of more than two items may function as both a conjunction and a disjunction as the context requires or permits. (c) Headings of Articles, Sections, and Subsections The headings of Articles, Sections, and subsections used within this agreement are included solely for the convenience and reference of the reader. They shall have no significance in the interpretation or construction of this agreement. 13-8 (d) Governing State Law This agreement shall be governed, construed and administered according to the laws of the Commonwealth of Pennsylvania as from time to time amended, except as to trust property required by law to be governed by the laws of another jurisdiction and unless my Trustee elects to change the Situs of Administration as provided in Section 13.05. (e) Notices Unless otherwise stated, whenever this agreement calls for notice, the notice shall be in writing and shall be personally delivered with proof of delivery, or mailed postage prepaid by certified mail, return receipt requested, to the last known address of the party requiring notice. Notice shall be effective on the date personally delivered or on the date of the return receipt. If a party giving notice does not receive the return receipt but has proof that he or she mailed the notice, notice shall be effective on the date it would normally have been received via certified mail. If notice is required to be given to a minor or incapacitated individual, notice shall be given to the parent or legal representative of the minor or incapacitated individual. (f) Severability The invalidity or unenforceability of any provision of this agreement shall not affect the validity or enforceability of any other provision of this agreement. If a court of competent jurisdiction determines that any provision is invalid, the remaining provisions of this agreement shall be interpreted and construed as if the invalid provision had never been included in this agreement. I have executed this restated living trust on this day, November 10, 2003. I certify to the officer taking my acknowledgment that I have read this restated living trust, that I understand it, and that it correctly states the provisions under which my trust property is to be administered and distributed by my Trustee. 13-9 COMMONWEALTH OF PENNSYLVANIA ) ) ss. COUNTY OF DAUPHIN ) On this day, November 10, 2003, before me personally appeared Charles E. Stansfield, as Trustor and as Trustee, personally known to me (or proved to me on the basis of satisfactory evidence) to be the individual whose name is subscribed to the foregoing Living Trust, and acknowledged that he executed the same as his voluntary act and deed for the purposes therein contained. Witness my hand and official seal. [Seal] No My commIssion expires: Notarial Seal Gregory K. Richards, Notary Public Derry Twp.. Dauphin County My Commission Expires Dec. 22, 2003 Member. Pennsylv<mla AsSOCiation of Notaries 13-10 Estate Planning Letter Of CHARLES E. STANSFIELD Exhibit "A" Distribution of Personal Property Description of Property Beneficiary 222 Saco Rifle Bryan W. Stansfield Remington Model 700 Bryan W. Stansfield Thompson 50 Cal Flintlock Gerald L. Stansfield Remington 760 Game Master 30.06 Gerald L. Stansfield Ithaca over/under 222/12 gage Gerald L. Stansfield 357 Magnum Cal Pistol Gerald L. Stansfield 22 Smith & Wesson Pistol Bryan W. Stansfield Coin Bank Collection Gerald L. Stansfield 2000 Chevrolet Silverado Pickup or successor vehicle Gerald L. Stansfield 2000 Lincoln Continental or successor vehicle Sandra Graeff Geneva Gold Watch Gerald L. Stansfield Gold Ring Gerald L. Stansfield ...nuary - March 2007 Mutual Fund Statement 1:Roweftice " INVEST WITH CONFIDENCE Take advantage of paperless statements now available from T. Rowe Price. Instead of getting your statement by mail, you will receive an e-mail indicating it is available online. Visit troweprice.com/paperless to sign up today. - Account Number 7207-0 Charles E Stansfield Tr Udt Dtd 9.7.78 --- ~ --- - Tele*Access Code 48 Ticker Symbol OTCFX Date Activity This Quarter 1/1 Beginning Balance 3/31 Ending Balance Amount $30,235.84 $31,021.99 Shares 883.314 883.314 Share Price $34.23 $35.12 - - --- ~ ~ --- - = There was no activity this period. - - --- - - Account Number 5001008135-7 --- - iiiiiiiii - iiiiiiiii ~ iiiiiiiii ~ Charles E Stansfield Tr Charles E Stansfield Liv Trust U/D/TDtd 2/9/1996 Tele*Access Code 48 Ticker Symbol OTCFX Date 1/1 3/31 Activity This Quarter Beginning Balance Ending Balance Amount $80,733.17 $82,832.28 Shares 2,358.550 2,358.550 Share Price $34.23 $35.12 Average Cost Per Share: See back of page 1 There was no activity this period. <0 ~ N co 8 en en co .... N o Page 2 of 2 l~g~~~~:ilggrlfJlP!~:~1&g~~:~~I!:Y~:nf!t:T.qfg~~Yf:t"j: . . . . . . . . . , . . , . . . . .. , , . . . . ' . . . . . . .............. .............,... ................................ .. .......-...................... .. ,..............,. - . . . . . .. ,.. ..................... .......... ..."...... ...............,......., ..........-........... . ..............-."..... ....',. ,...... 0....."... .. ................... ". ,......... ...... . ,- ..."............. .. ................ ... ,..d.......... . .....,........ PIONEER VALUE FUND A - Overview Account Information Account No. Fund No. Account Open Date 00956736291 0002 09/13/1978 Owner CHARLES E STANSFIELD TR U/D/T DTD 8/24178 299 EAST GREEN ST SHIREMANSTOWN PA 17011-6718 Earnings Dividends Short Term Long Term ( Other Information Shares on Deposit 1. 112 .797 Distribution ( Dividends/Sh Long-Term C Year-lo-Date Transaction Activity D T . D Dollar Share A P' Number f Sh ate ransactlOn escrtotlOn mount nee = 0 ares 01,411,u& Beainnina Balance $ 17.48 03/31,u& SHARES REDEEMED $15,000.00 $ 18.09 -829.187 06/14,416 DIV REINVEST 0.13 $178.80 $ 17.38 10.288 07/2.7/06 SHARES REDEEMED $8,000.00 $ 17. 99 -444.691 11 /29,416 ST CAPITAL GAIN @O.1626 $153.00 $ 16.61 9.211 11 /29,416 LT CAPITAL GAIN @2.7016 $2,542.18 $ 16.61 153.051 L::::::: 12/18,416 DIVREINVEST 0.1464 $161.52 $ 16.92 9.546 12/31/06 Endina Balance $ 16.95 '" 0> <? o '" ~ 11 J; ~~ ... ... '" 0> ... S' fn E r. o II. >C CI I- C.G~ 00 alii N~ 1) .~ .... 1l ~ E ro g ~ ~ ~ ~ ~.-; ...!:':: 0 c:s ;'n ~ ~ . .~.~ CJ ~ ~ f/') ~.......-l .~"> 0.. '~l > '1) onVl ~ ~ .9~: ~ ~ = 0 ~c:.!!~ C c.. 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MA 01105-5014 1.800.215.6292 vi 'AX YEAR 2006 RECIPIENT'S Name, Street Addless I,ncludmg apt. no I. C,ty, State, and Zip Code This is important tax information and is being furnished to the Internal Revenue Service. If you are required to file a return, a negligence penalty or other sanction may be imposed on you if this income is taxable and the IRS determines that it has not been reported. Copy B For Recipient MB 01 02345055573 B 194 A 111,111.,,111,,'11,1111,11,11 " 1",111.111.,1,1.1"1,1.,11,,,1 CHARLES E STANSFIELD TR U/DfT DTD 8/24{78 299 EAST GREEN ST SHIREMANSTOWN PA 17011-6718 Department of the Treasury-Internal Revenue Service 188-12 -4437 (Keep for your Records) Corrected (if checked) D (OMB No. 1545-0110) Fund: PI ONEER VALUE FUND A Account Number: 2-00956736291 PAYER'S Fed. !D no.: 04.2458787 '" 493.32 445.37 2,542.18 0.00 0.00 0.00 0.00 OAVCD'C c......... In.......... nn 'lna11~a PROOF OF PUBLICATION OF NOTICE IN CUMBERLAND LAW JOURNAL (Under Act No. 587, approved May 16, 1929), P. L.1784 COMMONWEAL TH OF PENNSYL VANIA ss. COUNTY OF CUMBERLAND Lisa Marie Coyne, Esquire, Editor of the Cumberland Law Journal, of the County and State aforesaid, being duly sworn, according to law, deposes and says that the Cumberland Law Journal, a legal periodical published in the Borough of Carlisle in the County and State aforesaid, was established January 2, 1952, and designated by the local courts as the official legal periodical for the publication of all legal notices, and has, since January 2, 1952, been regularly issued weekly in the said County, and that the printed notice or publication attached hereto is exactly the same as was printed in the regular editions and issues of the said Cumberland Law Journal on the following dates, VIZ: September 21, September 28 and October 5. 2007 Affiant further deposes that he is authorized to verify this statement by the Cumberland Law Journal, a legal periodical of general circulation, and that he is not interested in the subject matter of the aforesaid notice or advertisement, and that all allegations in the foregoing statements as to time, place and character of publication are true. -'" SWO TO AND SUBSCRIBED before me this ~day of October. 2007 O~/t ~ - Notary / NOTARIAL SEAL DCBORAH A COWNS Notary Public CARUSlE BORO, CUMBERLAND COUNlY My Commission Expires Apr 28,2010 CUMBERLAND LAW JOURNAL NOTICE Estate of Charles E. Stansfield, deceased December 13, 2006. To any individuals (including counsel) who may have any"docu- ments" including a signed original will, codicil, trust, trust amendment, power of attorney, nomination of conservator and "any other instru- ments that are the subject of the above decedent, please contact Neil Warner Yahn of James, Smith, Diet- terick and Connelly, LLP, P.O. Box 650, Hershey, Pennsylvania 17033, (717) 533-3280 or electronically at Nyahn@isdc.com. Sept. 21, 28; Oct. 5 2