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Home My WebLink About04-09-08 ~ 15056041147 REV-1500 EX (06-05) PA Department of Revenue Bureau of Individual Taxes ~ PO BOX.280601 ~ Harrisburg, PA 17128-0601 ENTER DECEDENT INFORMATION BELOW Social Security Number Date of Death OFFICIAL USE ONLY County Code Year INHERITANCE TAX RETURN 21 08 RESIDENT DECEDENT File Number 6~) Date of Birth 191 12 5055 07 10 2007 01 05 1922 D'9cedent's Last Name Suffix BENNIE Decedent's First Name THELMA MI E (if Applicable) Enter Surviving Spouse's Information Below Spouse's Last Name Suffix BENNIE Spouse's First Name RICHARD MI H Spouse's Social Security Number THIS RETURN MUST BE FILED IN DUPLICATE WITH THE REGISTER OF WILLS FILL IN APPROPRIATE OVALS BELOW I!] 1. Original Return r-, LJ 2. Supplemental Return o u o 3. Remainder Return (date of death prior to 12-13-82) 5. Federal Estate Tax Return Required ;1 4. Limited Estate n LJ 4a. Future Interest Compromise (date of death aller 12-12-82) 6. Decedent Died Testate (Attach Copy of Will) ~ o 7 Decedent Maintained a Living Trust . (Attach Copy oITrust) 8. Total Number of Safe Deposit Boxes , L- 9. Litigation Proceeds Received 10 Spousal Poverty Credit (date of death . between 12-31-91 and 1-1-95) o 11. Election to tax under Sec. 9113(A) (Attach Sch. 0) CORRESPONDENT. THIS SECTION MUST BE COMPLETED. ALL CORRESPONDENCE AND CONFIDENTIAL TAX INFORMATION SHOULD BE DIRECTED TO: Name Daytime Telephone Number AMY M. MOYA 717 652 73.23 Firm Name (If Applicable) L,. O. OF SUSAN E. LEDERER City or Post Office HARRISBURG State PA ZIP Code 17109 REGISTER OF WILLS USE ONLY ('") ~ So ~ "'- ::n ::::- Ju IIO ;g i'i: ED I .:;: c./i ~ \0 '(') '0" 0 -- )"T1 - :.:0 E FILED~ --I 12 First line of address 4811 JONESTOWN ROAD, STE 226 Second line of address en o Correspondent's e-mail address: Amy@Led e re r I a w . com Under penalties of perjury. I declare that I have examined this return, including accompanying schedules and statements, and to the best of my knowledge and belief, it is true, correct and complete. Declaration of preparer other than the personal representative is based on all information of which preparer has any knowledge. SIGNATURE OF PERSON RESPONSIBLE FOR FILING RETURN DATE ~~~il'./ Richard H. Bennie 4!7/0r ADDIRESS , 17011 Amy M. Moya '1/7 DATE 4811 Jonestown Road, Ste 226, Harrisburg, PA 17109 Side 1 L 15056041147 15056041147 --.I~ -.J 15056042148 REV-1500 EX Decedent's Name: Thelma E. Bennie Decedent's Social Security Number 191 12 5055 I~ECAPITULA TION 1. Real Estate (Schedule A)...................................................................................... 1. 2. Stocks and Bonds (Schedule B)........................................................................... 2. 1,840.63 3. Closely Held Corporation, Partnership or Sole-Proprietorship (Schedule C).......... 3. 4. Mortgages & Notes Receivable (Schedule D)........................................................ 4. 5. Cash, Bank Deposits & Miscellaneous Personal Property (Schedule E)................ 5. 6. Jointly Owned Property (Schedule F) [J Separate Billing Requested............. 6. 7. Inter-Vivos Transfers & Miscellaneous Non-Probate Property (Schedule G) [J Separate Billing Requested............. 7. 220,991.11 8. Total Gross Assets (total Lines 1-7).............................._.................................. 8. 2 2 2 , 83 1 . 74 -----~------_._-----_._------i 5--;45 7-:69- 9. Funeral Expenses & Administrative Costs (Schedule H)...................................... 9. 14. Net Value Subject to Tax (Line 12 minus Line 13).............................................. 14. 1,155.43 16,613.12 206,218.62 185,715.58 20,503.04 10. Debts of Decedent, Mortgage Liabilities, & Liens (Schedule I)................................ 10. 11. Total Deductions (total Lines 9 & 10)................................................................. 11. 12. Net Value of Estate (Line 8 minus Line 11).............................__.......................... 12. 13. Charitable and Governmental Bequests/See 9113 Trusts for which an election to tax has not been made (Schedule J).............................................. 13. TAX COMPUTATION - SEE INSTRUCTIONS FOR APPLICABLE RATES 15. Amount of Line 14 taxable at the spousal tax rate, of transfers under Sec. 9116 (a)(1.2) X .00 115. Amount of Line 14 taxable at lineal rate X .045 1'7. Amount of Line 14 taxable at sibling rate X .12 1 a. Amount of Line 14 taxable at collateral rate X .15 o . 0 0 15. o . 00 16. o . 00 17. o .00 18. o .00 19. o .00 20,503.04 o . 00 o .00 19. Tax Due............................................................................................................... 20. FILL IN THE OVAL IF YOU ARE REQUESTING A REFUND OF AN OVERPAYMENT. D Side 2 L 15056042148 15056042148 -.J REV-1500 EX Page 3 Decedent's Complete Address: DECEDENT'S NAME Thelma E. Bennie STREET ADDRESS 4't 0 Deerfield Road FileN!lmber 21-08- -- CiTY- I STATE i -~IZ~------ PA 17011 Camp Hill Tax Payments and Credits: 1. Tax Due (Page 1 Line 19) 2. Credits/Payments A. Spousal Poverty Credit B. Prior Payments C. Discount (1 ) 0.00 0.00 3. Intere,st/Penally if applicable D. Interest E. Penalty Total Credits (A + B + C) (2) 0.00 Total Interest/Penalty (D + E) 4. If Line 2 is greater than Line 1 + Line 3, enter the difference. This is thEOVERPA YMENT Check box on Page 2 Line 20 to request a refund 5. If Line 1 + Line 3 is greater than Line 2, enter the difference. This is theTAX DUE A. Enter the interest on the tax due. 13. Enter the total of Line 5 + 5A. This is theBALANCE DUE (3) (4) (5) (5A) (58) 0.00 0.00 Make Check Payable to: REGISTER OF WILLS, AGENT Pl.EASE ANSWER THE FOLLOWING QUESTIONS BY PLACING AN "X" IN THE APPROPRIATE BLOCKS 1. Did decedent make a transfer and: a. retain the use or income of the property transferred;.............................n............................_................. b. retain the right to designate who shall use the property transferred or its income;................................ c. retain a reversionary interest; or............................. ............................... h............................n................ d. receive the promise for life of either payments, benefits or care?........................................................... 2. If death occurred after December 12, 1982, did decedent transfer properly within one year of death without receiving adequate consideration?............................ ............................... .n............................ n..................... Yes No '---' x' Fi I I =-., iX i ['-----=: x ,lC.1 x 3. Did decedent own an "in trust for" or payable upon death bank account or security at his or her death?......... 4. Did decedent own an Individual Retirement Account, annuity, or other non-probate property which contains a beneficiary designation?............................. ................................................................................... ~ IF THE A.NSWER TO ANY OF THE ABOVE QUESTIONS IS YES, YOU MUST COMPLETE SCHEDULE G AND FILE IT AS PART OF THE RETURN. x 1-- For dates of death on or after July 1, 1994 and before January 1, 1995, the tax rate imposed on the net value of transfers to or for the use of the surviving spouse is three (3) percent [72 P.S. 99116 (a) (1.1) (i)]. For dates of death on or after January 1, 1995, the tax rate imposed on the net value of transfers to or for the use of the surviving spouse is zero (0) percent [72 P .S. S9116 (a) (1.1) (ii)]. The statutecloes not exempt a transfer to a surviving spouse from tax, and the statutory requirements for disclosure of assets and filing a tax return are still applicable even if the surviving spouse is the only beneficiary. For dates of death on or after July 1, 2000: The tax rate imposed on the net value of transfers from a deceased child twenty-one years of age or younger at death to or for the use of a natural parent, an adoptive parent, or a stepparent of the child is zero (0) percent [72 P.S. 99116 (a) (1.2)). The tax rate imposed on the net value of transfers to or for the use of the decedent's lineal beneficiaries is four and one-half (4.5) percent, except as noted in 72 P.S. 99116 1.2) [72 P.S. 99116 (a) (1 )]. The tax rate imposed on the net value of transfers to or for the use of the decedent's siblings is twelve (12) percent [72 P .S. 99116 (a) (1.3)]. A sibling is defined under Section 9102, as an individual who has at least one parent in common with the decedent, whether by blood or adoption. Rev-1503 EK+ (6-98) *' SCHEDULE B STOCKS & BONDS COMMONWEALTH OF PENNSYLVANIA INHERITANCE TAX RETURN RESIDENT DECEDENT Bennie, Thelma E. IFILE NUMBER 21-08- ESTATE OF All property jointly-owned with right of survivorship must be disclosed on Schedule F. ITEM CUSIP VALUE AT DATE NUMBER NUMBER DESCRIPTION UNIT VALUE OF DEATH 1 59156R108 29 shares of Metlife, Inc. - titled to Thelma E. Bennie 63.47 1.840.63 TOTAL (Also enter on Line 2, Recapitulation) 1.840.63 (If more space is needed, additional pages of the same size) Copyright (c) 2002 form software only The Lackner Group, Inc. Form PA-1500 Schedule B (Rev. 6-98) Rev-1510 EJ(+ (6-98) SCHEDULE G INTER-VIVOS TRANSFERS & MISC. NON-PROBATE PROPERTY COMMONWEALTH OF PENNSYLVANIA INHERITANCE TAX RETURN RESIDENT DECEDENT ESTATE OF Bennie, Thelma E. IFILE NUMBER 21-08- This schedule must be completed and filed if the answer to any of questions 1 through 4 on the reverse side of the REV-1500 COVER SHEET is yes. ITEM DESCRIPTION OF PROPERTY DATE OF DEATH % OF DECD'S EXCLUSION TAXABLE NUMBER INCLUDE NAME OF TRANSFEREE, THEIR RELATIONSHIP TO DECEDENT AND VALUE OF ASSET INTEREST (IF APPLICABLE) VALUE THE DATE OF TRANSFER. ATTACH A COpy OF THE DEED FOR REAL ESTATE. 1 IRA held at Belco Community Credit Union, 18.662.41 100.000 18.662.41 Account No. 96780, Thelma E. Bennie, owner, Richard H. Bennie, beneficiary (accrued interest $114.56) 2 Savings Account #6112 held at NCFCU, titled to 10.340.13 50.000% 5.170.07 Richard H. Bennie and Thelma E. Bennie, Trustees of the Richard H. & Thelma E. Bennie living Trust dated August 23,1994 (accrued interest $38.37) 3 Savings Account held at Sovereign Bank, 7.299.70 50.000% 3.649.85 Account No. 0354001539, titled to Richard H. Bennie and Thelma E. Bennie, Trustees of the Richard H. & Thelma E. Bennie Living Trust dated August 23,1994 (accrued interest $1.19) 4 Regular Savings Account held at Belco 15.873.89 50.000% 7.936.95 Community Credit Union, Account Number 51200, titled to Richard H. Bennie and Thelma E. Bennie, Trustees of the Richard H. Bennie and Thelma E. Bennie Living Trust dated August 23, 1994 (accrued dividend $83.05) 5 Checking Account held at Belco Community 3.340.02 50.000% 1.670.01 Credit Union, Account No. 51200, titled to Richard H. Bennie and Thelma E. Bennie, Trustees of the Richard H. Bennie and Thelma E. Bennie Living Trust dated August 23,1994 (accrued interest $0.35) Total of Continuation Schedules See attached paaes TOTAL (Also enter on Line 7, Recapitulation) 220.991.11 (If more space is needed, additional pages of the same size) Copyright (c) 2002 form software only The Lackner Group, Inc. Form PA-1500 ScheduleG (Rev. 6-98) Rev.1510 EX+ (6-98) . SCHEDULE G INTER-VIVOS TRANSFERS & MISC. NON-PROBATE PROPERTY continued COMMONWEALTH OF PENNSYLVANIA INHERITANCE TAX RETURN RESIDENT DECEDENT Bennie, Thelma E. IFILE NUMBER 21-08- ESTATE OF ITEM DESCRIPTION OF PROPERTY DATE OF DEATH % OF DECD'S TAXABLE EXCLUSION NUMBER INCLUDE NAME OF TRANSFEREE, THEIR RELATIONSHIP TO DECEDENT AND VALUE OF ASSET INTEREST (IF APPLICABLE) VALUE THE DATE OF TRANSFER ATTACH A COpy OF THE DEED FOR REAL ESTATE. 6 Money Market Account held at Belco Community 76.129.37 50.000% 38.064.69 Credit Union, Account No. 51200, titled to Richard H. Bennie and Thelma E. Bennie, Trustees of the Richard H. Bennie and Thelma E. Bennie Living Trust dated August 23,1994 (accrued interest $633.32) 7 Regular Savings Account held at Belco 11.172.08 50.000% 5.586.04 Community Credit Union, Account No. 96780, titled to Richard H. Bennie and Thelma E. Bennie, Trustees of the Richard H. Bennie and Thelma E. Bennie Living Trust dated August 23, 1994 (accrued interest $54.97) 8 U.S Savings Bonds, titled to Richard H. Bennie 5.360.18 50.000% 2.680.09 and Thelma E. Bennie, Trustees of the Richard H. & Thelma E. Bennie Living Trust dated August 23,1994 (inventory attached) 9 813.118 shares of DWS Managed Municipal Bond 7.253.01 50.000% 3.626.51 Fund, CUSIP No. 23337W709, held at DWS Scudder, titled to Richard H. Bennie and Thelma E. Bennie, Trustees of the Richard H. & Thelma E. Bennie Living Trust dated August 23,1994 ($8.92/sh) 10 5,672.394 shares of Capital Preservation Money 5.672.39 50.000% 2.836.20 Market Fund, CUSIP #025081803 held at American Century Investments, Account No. 901-000437045, titled to Richard H. Bennie and Thelma E. Bennie, Trustees of the Richard H. & Thelma E. Bennie Living Trust dated August 23, 1994 ($1.00/sh) Copyright (c) 2002 form software only The Lackner Group, Inc. Form PA-1500 ScheduleG (Rev. 6-98) Rev-1510 E](+ (6-98) *' SCHEDULE G INTER-VIVOS TRANSFERS & MISC. NON-PROBATE PROPERTY continued COMMONWEALTH OF PENNSYLVANIA INHERITANCE TAX RETURN RESIDENT DECEDENT Bennie, Thelma E. IFILE NUMBER 21-08- EST A TIE OF ITEM DESCRIPTION OF PROPERTY DATE OF DEATH % OF DECD'S TAXABLE EXCLUSION NUMBER INCLUDE NAME OF TRANSFEREE, THEIR RELATIONSHIP TO DECEDENT AND VALUE OF ASSET INTEREST (IF APPLICABLE) VALUE THE DATE OF TRANSFER ATTACH A COPY OF THE DEED FOR REAL ESTATE. 11 844.310 shares of Ginnie Mae Bond Fund, CUSIP 8.798.88 50.000% 4.399.44 #025081605 held at American Century Investments, Account No. 970-000285567, titled to Richard H. Bennie and Thelma E. Bennie, Trustees of the Richard H. Bennie and Thelma E. Bennie Living Trust dated August 23,1994 ($9.95/sh) 12 507.283 shares of Franklin Pennsylvania 5.199.65 50.000% 2.599.83 Tax-Free Income Fund - Class A, held at Franklin Templeton Investments, Account No. 129-12900112468, titled to Richard H. Bennie and Thelma E. Bennie, Trustees of the Richard H. Bennie and Thelma E. Bennie Living Trust dated August 23,1994, ($10.25/sh) 13 731.9920 shares of Nuveen Performance Plus 10.438.21 50.000% 5.219.11 Muni, CUSIP No. 67062P-100, held at Nuveen Investments, Account No. 25884, titled to Richard H. Bennie and Thelma E. Bennie, Trustees of the Richard H. Bennie and Thelma E. Bennie Living Trust dated August 23,1994 ($14.26/sh) 14 26.328 shares of 500 Index Fund Inv, CUSIP 3.662.75 50.000% 1.831.38 #922908108 held at Vanguard, Account No. 0040-09928417255, titled to Richard H. Bennie and Thelma E. Bennie, Trustees of the Richard H. Bennie and Thelma E. Bennie Living Trust dated August 23,1994 ($139.12/sh) Copyright (c) 2002 form software only The Lackner Group, Inc. Form PA-1500 ScheduleG (Rev. 6-98) Rev-1510 EX+ (6-98) * SCHEDULE G INTER-VIVOS TRANSFERS & MISC. NON-PROBATE PROPERTY continued COMMONWEALTH OF PENNSYLVANIA INHERITANCE TAX RETURN RESIDENT DECEDENT Bennie, Thelma E. IFILE NUMBER 21-08- ESTATE OF ITEM DESCRIPTION OF PROPERTY DATE OF DEATH % OF DECD'S TAXABLE EXCLUSION NUMBER INCLUDE NAME OF TRANSFEREE, THEIR RELATIONSHIP TO DECEDENT AND VALUE OF ASSET INTEREST (IF APPLICABLE) VALUE THE DATE OF TRANSFER. ATTACH A COPY OF THE DEED FOR REAL ESTATE. 15 559.392 shares of Wells Fargo Advantage 5.448.48 50.000% 2.724.24 Short-Term Municipal Bond Fund-Investor Class, CUSIP No. 949917819, held at Wells Fargo, Account No. 0330106727, titled to Richard H. Bennie and Thelma E. Bennie, Trustees of the Richard H. Bennie and Thelma E. Bennie Living Trust dated August 23,1994 ($9.74/NAV) 16 86.141 shares of T. Rowe Price Blue Chip 3.388.79 50.000% 1.694.40 Growth, CUSIP #77954Q106, held at T. Rowe Price, Account No. 522151412-1, titled to Richard H. Bennie and Thelma E. Bennie, Trustees of the Richard H. Bennie and Thelma E. Bennie Living Trust dated August 23,1994 ($39.34/sh) 17 2502.740 shares of Fidelity PA Municipal Money 2.502.74 50.000% 1.251.37 Market, CUSIP No. 316344100, held at Fidelity Investments, Account No. 2BQ-888737, titled to Richard H. Bennie and Thelma E. Bennie, Trustees of the Richard H. Bennie and Thelma E. Bennie Living Trust dated August 23,1994 ($1.00/sh) 18 Fidelity PA Municipal Money Market, CUSIP No. 2.22 50.000% 1.11 316344100, held at Fidelity Investments, Account No. 2BQ-888737, titled to Richard H. Bennie and Thelma E. Bennie, Trustees of the Richard H. Bennie and Thelma E. Bennie Living Trust dated August 23,1994 (dividend declared) Copyright (c) 2002 form software only The Lackner Group, Inc. Form PA-1500 ScheduleG (Rev. 6-98) Rev-1510 EX+ (6-98) * SCHEDULE G INTER-VIVOS TRANSFERS & MISC. NON-PROBATE PROPERTY continued COMMONWEALTH OF PENNSYLVANIA INHERITANCE TAX RETURN RESIDENT DECEDENT Bennie, Thelma E. FILE NUMBER 21-08- ESTATE OF ITEM DESCRIPTION OF PROPERTY DATE OF DEATH % OF DECD'S TAXABLE EXCLUSION NUMBER INCLUDE NAME OF TRANSFEREE, THEIR RELATIONSHIP TO DECEDENT AND VALUE OF ASSET INTEREST (IF APPLICABLE) VALUE THE DATE OF TRANSFER ATTACH A COpy OF THE DEED FOR REAL ESTATE. 19 267.925 shares of Fidelity PA Municipal Income, 2.834.65 50.000% 1.417.33 CUSIP No. 316344209, held at Fidelity Investments, Account No. 2BQ-888737, titled to Richard H. Bennie and Thelma E. Bennie, Trustees of the Richard H. Bennie and Thelma E. Bennie Living Trust dated August 23,1994 ($10.58/sh) 20 Fidelity PA Municipal Income, CUSIP No. 3.11 50.000% 1.56 316344209, held at Fidelity Investments, Account No. 2BQ-888737, titled to Richard H. Bennie and Thelma E. Bennie, Trustees of the Richard H. Bennie and Thelma E. Bennie Living Trust dated August 23,1994 (dividend declared) 21 157.129 shares of Janus Fundamental Equity 4.519.03 50.000% 2.259.52 Fund, CUSIP No. 471023747, held at Janus, Account No. 55/203118353, titled to Richard H. Bennie and Thelma E. Bennie, Trustees of the Richard H. Bennie and Thelma E. Bennie Living Trust dated August 23,1994 ($28.76/sh) 22 2501.410 shares of Janus Tax-Exempt Money 2.501.41 50.000% 1.250.71 Market Fund, CUSIP No. 471023820, held at Janus, Account No. 39/202407882, titled to Richard H. Bennie and Thelma E. Bennie, Trustees of the Richard H. Bennie and Thelma E. Bennie Living Trust dated August 23,1994 ($1.00/sh) Copyright Ie} 2002 form software only The Lackner Group, Inc. Form PA-1500 ScheduleG (Rev. 6-98) Rev-1510 EX+ (6-98) * SCHEDULE G INTER-VIVOS TRANSFERS & MISC. NON-PROBATE PROPERTY continued COMMONWEALTH OF PENNSYLVANIA INHERITANCE TAX RETURN RESIDENT DECEDENT Bennie, Thelma E. IFILE NUMBER 21-08- ESTATE OF ITEM DESCRIPTION OF PROPERTY DATE OF DEATH % OF DECD'S TAXABLE EXCLUSION NUMBER INCLUDE NAME OF TRANSFEREE, THEIR RELATIONSHIP TO DECEDENT AND VALUE OF ASSET INTEREST (IF APPLICABLE) VALUE THE DATE OF TRANSFER. ATTACH A COPY OF THE DEED FOR REAL ESTATE. 23 200.6040 shares of NCR, CUSIP No. 62886E10, 10.731.31 50.000% 5.365.66 held at Computershare, Account No. 125315147818, titled to Richard H. Bennie and Thelma E. Bennie, Trustees of the Richard H. Bennie and Thelma E. Bennie Living Trust dated August 23, 1994 ($53.495/sh) 24 123 shares of LSI, CUSIP No. 502161102, held at 947.10 50.000% 473.55 Computershare, Accout No. C3000256969, titled to Richard H. Bennie and Thelma E. Bennie, Trustees of the Richard H. Bennie and Thelma E. Bennie Living Trust dated August 23,1994 ($7.70/sh) 25 redemption check from LSI for partial shares, - 1.25 50.000% 0.63 titled to Richard H. Bennie and Thelma E. Bennie, Trustees of the Richard H. Bennie and Thelma E. Bennie Living Trust dated August 23, 1994 26 268 shares of Com cast, Class A stock, CUSIP 7.459.78 50.000% 3.729.89 No. 20030N1 01, held at Computershare, Account No. C3003773727, titled to Richard H. Bennie and Thelma E. Bennie, Trustees of the Richard H. Bennie and Thelma E. Bennie Living Trust dated August 23,1994 ($27.835/sh) 27 2214 shares of AT&T, CUSIP No. 00206R102, 54.420.12 50.000% 27.210.06 held at Computershare, Account No. C3005636581, titled to Richard H. Bennie and Thelma E. Bennie, Trustees of the Richard H. Bennie and Thelma E. Bennie Living Trust dated August 23,1994 ($24.58/sh) Copyright {c) 2002 form software only The Lackner Group, Inc. Form PA-1500 ScheduleG (Rev. 6-98) Rev-1510 EX+ (6-9B) *' SCHEDULE G INTER-VIVOS TRANSFERS & MISC. NON-PROBATE PROPERTY continued COMMONWEALTH OF PENNSYLVANIA INHERITANCE TAX RETURN RESIDENT DECEDENT Bennie, Thelma E. IFILE NUMBER 21-08- ESTATE OF ITEM DESCRIPTION OF PROPERTY DATE OF DEATH % OF DECD'S TAXABLE EXCLUSION NUMBER INCLUDE NAME OF TRANSFEREE, THEIR RELATIONSHIP TO DECEDENT AND VALUE OF ASSET INTEREST (IF APPLICABLE) VALUE THE DATE OF TRANSFER. ATTACH A COpy OF THE DEED FOR REAL ESTATE. 28 409 shares of Alcatel-Lucent, CUSIP No. 5.756.68 50.000% 2.878.34 013904305, titled to Richard H. Bennie and Thelma E. Bennie, Trustees of the Richard H. Bennie and Thelma E. Bennie Living Trust dated August 23, 1994 ($14.075/sh) 29 99.548219 shares of AT&T, CUSIP No. 2.446.90 50.000% 1,223.45 00206R102, held at Computershare, Account No. C2009774991, titled to Richard H. Bennie and Thelma E. Bennie, Trustees of the Richard H. Bennie and Thelma E. Bennie Living Trust dated August 23, 1994 ($24.58/sh) 30 515.000790 shares of AT&T, CUSIP No. 12.658.72 50.000% 6.329.36 00206R102, held at Computers hare, Account No. C2000663932, titled to Richard H. Bennie and Thelma E. Bennie, Trustees of the Richard H. Bennie and Thelma E. Bennie Living Trust dated August 23,1994 ($24.58/sh) 31 1986.848888 shares of AT&T, CUSIP No. 48.836.75 50.000% 24.418.38 00206R102, held at Computershare, Accout No. C0011850472, titled to Richard H. Bennie and Thelma E. Bennie, Trustees of the Richard H. Bennie and Thelma E. Bennie Living Trust dated August 23,1994 ($24.58/sh) 32 28.240175 shares of Idearc, CUSIP No. 1.017.21 50.000% 508.61 451663108, held at Computershare, Account No. C0000347019, titled to Richard H. Bennie and Thelma E. Bennie, Trustees of the Richard H. Bennie and Thelma E. Bennie Living Trust dated August 23,1994 ($36.02/sh) Copyright (c) 2002 form software only The Lackner Group, Inc. Form PA-1500 ScheduleG (Rev. 6-98) Rev-1510 ElC+ (6-98) *' SCHEDULE G INTER-VIVOS TRANSFERS & MISC. NON-PROBATE PROPERTY continued COMMONWEALTH OF PENNSYLVANIA INHERITANCE TAX RETURN RESIDENT DECEDENT Bennie, Thelma E. IFILE NUMBER 21-08- ESTATE OF ITEM DESCRIPTION OF PROPERTY DATE OF DEATH % OF DECD'S TAXABLE EXCLUSION NUMBER INCLUDE NAME OF TRANSFEREE, THEIR RELATIONSHIP TO DECEDENT AND VALUE OF ASSET INTEREST (IF APPLICABLE) VALUE THE DATE OF TRANSFER ATTACH A COpy OF THE DEED FOR REAL ESTATE. 33 37.326111 shares of Idearc, CUSIP No. 1.344.49 50.000% 672.25 451663108, held at Computershare, Account No. C0012215983, titled to Richard H. Bennie and Thelma E. Bennie, Trustees of the Richard H. Bennie and Thelma E. Bennie Living Trust dated August 23,1994 ($36.02/sh) 34 857 shares of Vodafone Group PLC, CUSIP No. 28.396.70 50.000% 14.198.35 92857W209, titled to Richard H. Bennie and Thelma E. Bennie, Trustees of the Richard H. Bennie and Thelma E. Bennie Living Trust dated August 23,1994 ($33.135/sh) 35 946 shares of Verizon Communications, CUSIP # 38.899.52 50.000% 19.449.76 92343V104, - titled to Richard H. Bennie and Thelma E. Bennie, Trustees of the Richard H. & Thelma E. Bennie Living Trust dated August 23, 1994 ($41.12/sh) Copyright (c) 2002 form software only The Lackner Group, Inc. Form PA-1500 ScheduleG (Rev. 6-98) REV-1151 EX+ (12-99) SCHEDULE H FUNERAL EXPENSES & ADMINISTRATIVE COSTS COMMONWEALTH OF PENNSYLVANIA INHERITANCE TAX RETURN RESIDENT DECEDENT Bennie, Thelma E. Debts of decedent must be reported on Schedule I. I FILE NUMBER 21-08- ESTATE OF ITEM NUMBER A. FUNERAL EXPENSES: DESCRIPTION AMOUNT Parthemore Funeral Home & Cremation Services, Inc. 6,377.06 B. 1. ADMINISTRATIVE COSTS: Personal Representative's Commissions Social Security Number(s) I EIN Number of Personal Representative(s): Street Address City Year(s) Commission paid State Zip 2. Attorney's Fees Law Offices of Susan E. Lederer 7,000.00 3. Family Exemption: (If decedent's address is not the same as claimant's, attach explanation) Claimant Richard H. Bennie Street Address 410 Deerfield Road City Camp Hill Relationship of Claimant to Decedent 1,840.63 State Spouse PA Zip 17011 4. Probate Fees 5. Accountant's Fees 6. Tax Return Preparer's Fees 240.00 7. Other Administrative Costs 0.00 TOTAL (Also enter on line 9, Recapitulation) 15,457.69 Copyright (c) 2002 form software only The Lackner Group, Inc. Form PA-1500 ScheduleH (Rev. 6-98) Rev-1502 EX+ (6-98) *' SCHEDULE H.A FUNERAL EXPENSES continued COMMONWEALTH OF PENNSYLVANIA INHERITANCE TAX RETURN RESIDENT DECEDENT ESTATE OF Bennie, Thelma E. FILE NUMBER 21-08- ITEM NUMBER DESCRIPTION AMOUNT 1 Parthemore Funeral Home & Cremation Services, Inc. 6.377 .06 Subtotal 6.377 .06 Copyright (c) 2002 form software only The Lackner Group, Inc. Form PA-1500 Schedule H-A (Rev. 6-98) Rev-1512 EX.+ (6-98) *' SCHEDULE I DEBTS OF DECEDENT, MORTGAGE LIABILITIES, & LIENS COMMONWEALTH OF PENNSYLVANIA INHERITANCE TAX RETURN RESIDENT DECEDENT Bennie, Thelma E. IFILE NUMBER 21-08- ESTATE OF Include unreimbursed medical expenses. ITEM NUMBER DESCRIPTION 1 US Treasury (Federal income tax) VALUE AT DATE OF DEATH 189.50 2 Pennsylvania Department of Revenue (Pennsylvania income tax) 256.00 3 Medical supplies & Home healthcare costs 709.93 TOTAL (Also enter on Line 10, Recapitulation) 1,155.43 (If more space is needed, additional pages of the same size) Copyright (c) 2002 form software only The Lackner Group, Inc. Form PA-1500 Schedule I (Rev. 6-98) ~v~ ~ :l-\sL~ \ 2004 0 ivldend Summary Record Date Total Trust Dividend per Current Interests Trust Interest Distribution 11/05/2004 29.0000 $0.46 $13.34 Payable Date Tax Withheld Net Distribution Prior Year Distribution 12/13/2004 $0.00 $13.34 $6.67 [ MetLife Policyholder Trust Statement THELMA E BENNIE 6 Cf / Ct fJ ~ v.~ '~r c4.v1~ Account Market Value Stock Price as of Total Market 11/05/2004 Value l $39.370 $1.141.73 The aggregate amount paid to all Trust Beneficiaries in this distribution is $149,073,167.38 J rust Beneficiary Information You may purchase or sell shares of MetLife. Inc. common stock through the MetLife Policyholder Trust (the "Trust"), free of any commissions or ()ther fees. under the MatLife Purchase and Sale Program. as amended. A c:opy of the brochure describing the program is available on the Internet <It www.metlife.com by selecting Investor Relations and then the Shareholder Services Information page. or by calling the number listed tlelow. You. are permitted to transfer your Trust Interests only in the c:ircumstanc.es described in the brochure. You may also instruct that all (but not less than all) of your shares of MetUfe, hic. common stock held by the Trust be withdrawn from the Trust. Information regarding your withdrawal rights may be found in the Purchase and Sale Brochure or by <:alling the number listed below. RETAIN FOR YOUR RECORDS Investor I D I 8067 6994 2169 An annual shareholders' meeting to elect members of the Board of Directors of MetLife. Inc.' 'and for transaction of other business is expected to be held on April 26.2005. The deadline for submitting shareholder proposals for consideration at this. meeting is November 23. 2004. A copy of MetLife. Inc. 's annual report and proxy statement will be available free of charge on or before March 31. 2005. along with other MetLife. Inc. and Trust filings under federal securities laws. (i) on the Internet at www.metlife.com by selecting About Us. Corporate Governance. under Related Links, (ii) by writing to MatLife, Inc. at the address listed below or (iii) by calling the number listed below. These and other SEC filings by MetLife and the Trust are also available on the Internet at www.sec.gov. For inquiries about your account, the status of your Trust Interests. or discrepancies on this statement, contact information is listed below: Internet: www.melloninvestor.com/isd E-mail: metlife@melloninvestor.com Phone: 1-800-649-3593 0063027 General Mail: MetUfe, Inc. c/o Mellon Investor Services P.O. Box 4447 South Hackensack, NJ 07606-2047 NCFCU New Cumberland Federal Credit Union Your Community Credit Union P.O. Box 658, New Cumberland, PA 17070-0658 Phone: (717) 774-7706. 1-800-716-2328. Fax: (717) 774-7996. Web: www.ncfcuonline.org February 13, 2008 Sc ~~t~ GJ ~ ~ d.. Law Offices of Susan E. Lederer 4811 Jonestown Road Suite 226 Harrisburg, PAl 7109 Attn: Amy M. Moya RE: Richard H. Bennie and Thelma E. Bennie Living Trust Thelma's SSN: 191-12-5055 Account No.: 6112 Dear Ms. Moya: Pursuant to your letter dated January 8, 2008, in regards to the above referenced account the information is as follows: Account Number: Owner( s) on Account: 6112 Richard H. Bennie and Thelma E. Bennie Living Trust Richard H. Bennie, Trustee Thelma E. Bennie, Trustee 01121/1976 S1 (Savings) $10,340.13 $38.37 $61. 78 Date acct opened: Date of Death Balances: Interest to DaD: Interest for Calendar Y r: If you need anything additional in regards to this information, please feel free to contact me directly. Sincerely, iMJl~D/JA- Barbra Wri~-.\ Branch Manager Sovereign Bank S~d0~ ~ ':l~ ~ 3 Thelma E. Bennie 191-12-5055 July 10,2007 ESTATE OF SOCIAL SECURITY #: DATE OF DEATH: Account #: 0354001539 Type: Savings In the name of: Richard H & Thelma E Bennie Revocable Trust Date of Death Balance: $7,298.51 Int.(YTD) from 1/112007 to 6/28/2007 Accrued interest to date of death: $1.19 Other Info: Open date: 1/111971 $21.67 Page 1 of 1 ~JlL~J~~MS y"'B BELCO COMMUNITY CREDIT UNION ! ; \i! \'A ~IVI/ L/i .,...,.,.. ---' ). y '1 ,-I v.... d f ilccf ---- 1. Name(s) in which the account was held: DECEDENT ESTATE INFORMATION RICHARD H. BENNIE(JOINT) THELMA E. BENNIE(JOINT) 2. Account number: 51200 3. Balance as of date of death: 7/10/2007 Balance Accrued Dividends YTD Dividends For 7/10/2007 Regular Savings: $ $15,790.84 $ $83.05 $ $131.49 Christmas Club: $ $ $ Whatever Club: $ $ $ Checking: $ $3,339.67 $ $0.35 $ $4.84 Money Market: $ $75,496.05 $ $633.32 $ $1,323.92 IRA: $ $ $ Certificates: Balance Accrued Dividends YTD Dividends Certificate Number For Sckt~J~ & n-Ir-- ~ J~Vv), BELCO COMMUNITY CREDIT UNION DECEDENT ESTATE INFORMATION THELMA E. BENNIE(PRIMARY) RICHARD H.BENNIE(JOINT) 1. Name(s) in which the account was held: 2. Account number: 96780 3. Bcilance as of date of death: 7/10/2007 Balance Accrued Dividends Far 7/10/2007 YTD Dividends Reigular Savings: Christmas Club: Whatever Club: Checking: Money Market: IRA: $ $11,117.11 $ $ $ $ $ $18,547.85 $ $63.26 $ $ $ $ $ $227.04 $ $54.97 $ $ $ $ $ $114.56 Certificates: Balance Accrued Dividends YTD Dividends Certificate Number Far $ $ $ $ $ $ $ $ 4. Date the account was initiated: 7/27/1979 5. 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E BENNIE CO-TR<U/D/T DTrr 8-23-94 ..'tlODEERFIElD RD CAI1PHILl. pA17011- 1...111.",111.,.,.,11.,,111..1..1..1..11.1.,1,.,,1111,...11..1 <~RI 942630272001001 -"~~;o,:'''~' ~ \~~'::2:- L 2 2 2lf 2 ..__._.._~,OOO~~~,??::.:~".*~ 2 2 21.. 2BO Sbbll" :;f, _--- ~ : --.--~ \ 202 10 3485 ~.RICHARD H BENNIE & THELMA E BENNIE CO-TRU/D/T DTrra~23-94 .410DEERFIElD RD CAMP HIll PA 17011- -I. ..111...111......11...111..1..1.,1..11.1..1,.,.1111....11..1 RI 942630272 001 001 .....~~...._' t!!t6.. \~~k-- L 2 2 2lf 2 ~___.~_...~~9...~~~~",* 2 2 2... 2 BO S b l,1I" '} --................ & ...........lDIIlalt \1:", .- . - .-- . . ........1BmlQIJ!!Il.tD~a~ . ~~~~ 202 10 3485 ~J~I~BARD H BENNIE & THELMA E ~<BENNIE'CO-TRU/D/T DTD8-'23-94 410,DEERFIELD RD'. CAMP HILL ........ . . ... PA17011-8438 c.I,;.III. ~,III."",lli "111,,1,,1,,1,,11,1,,111,,1111.,,,11,,1 . .",'- .--,....- . .......- -".-......_......c. ......-"_ RI 942630272001 001 2224280569 ...'"_:~~__. . '\~_~~ L222Lf280Sb9E I:O~.~~OO 71.:1; 3.........22221. 280 51;~1I' , .ClV:.. _- _ ,,: _-._- . _- . I ' , .rmwl~~a___....." g.~~~~ 202 10 3485 JoiRIGHARD H BENNIE & THELMA E BENNIE CO~TR U/D!T DTD8-23-94 410 DEERFIELD RD CAMP HILL PA 17011 -' 1",111",111,1111111",111.,1111;,1"11.1,,1,,,,1111 11..11,,1 RI 942630272 001001 _..,~~~"~" ~\~~~J.+- L 222 Lf -_.~,,,,_..,.2~~~~,~.9.!.~1; ~....'~ 2 2 21. 28051;811' ioJtj "". \II \I :;;. _-- : -- .--, . '._'om1ID..D>~a~ !1I.~~!iJ'fiml~ 202 10 3485 11 '1979' i .. .. I J'QRICHARD H BENNIE & THELMA E BENNIE CO-TR U/D/T DTD8-'23-94 .. 410DEERFIELD RD ..CAMPHILL PA17011-8438 .' ,'. I ;.,IIIIIIIII"'IIIIIIIIIII"I"I"I~ ,11.1"1,,"1111111,11,,1 FRB PITT 09-23-94 1 RI 942630272 001 001 2224280565 . _'M-:::~;:;"_" tIA '\~~~ L222Lf280SbSE. ~___N.;",..~..".,__,-.:.:~,~~~~~O..9..~~.L,~..11 2 2 21. 2805 b 511' P.O. Box 219151 Kansas City MO 64121-9151 1-800-728-3337 C9~~ o.utacJ1e Bank Group January 23,2008 5ckdJ~ ~ Q~~ q Susan E. Lederer Law Offices Attn: Amy M. Moya 4811 J onestown Road Suite 226 Harrisburg, P A 17109 Fund: Account#: DWS Managed Municipal Bond Fund-S XXXXXXX1909 Richard H. Bennie Thelma E. Bennie Trs. Richard H. and Thelma E. Bennie Living Trust UI A 08/23/94 Dear Ms. Moya: I am writing in response to your recent letter regarding the DWS Scudder account referenced above. Please extend our condolences to the family of Thelma E. Bennie. According to our records, account 905801909, registered as follows, is the only account registered to Thelma E. Bennie at DWS Scudder: Richard H. Bennie Thelma E. Bennie Trs. Richard H. & Thelma E. Bennie Living Trust VIA 08/23/94 This account was established on March 22, 1989 and has remained in the same registration through the present. I have enclosed a copy of the transaction history that details this transaction. In addition, I have enclosed the 2007 Year-End Account Statement which details activity and dividends paid from January 1, 2007 through December 31, 2007. Since this account is re:gistered as a trust account, there are no beneficiary designations. Below I hav1e provided the number of shares, share price, and dollar value in this account as of July 10, 2007. Fund Name (Class S) Number of Shares Share Price Dollar Value DWS Managed Municipal Bond 813.118 $8.92 $7,253.01 Fund The accrued interest from June 26, 2007 through July 10,2007 was $13.75. The Managed Municipal Bond Fund-S is a mutual fund and does not quote a high and low price, and is not a savings or checking account. Our records indicate that there are no other accounts registered under Mr. Bennie's name at DWS Scudder. To reregister this account to a new trust with Richard H. Bennie as the named trustee, please submit the following documentation: · A signature guaranteed Change of Account Ownership form signed in capacity by Richard Bennie as the remaining trustee. A signature guarantee is designed to protect an account from unauthorized activity and can be obtained at a bank or brokerage firm. Please note that a notary public is not an acceptable guarantor. · A copy of the relevant portion of the trust document that identifies the authority of Richard Bennie. The document must show that Mr. Bennie has the authority to act on behalf of the Richard H. and Thelma E Bennie Living Trust U/ A 08/23/94, without the need to replace Thelma E. Bennie. · We will retain a copy of the certified death certificate for Thelma E. Bennie. I have requested that the original death certificate be returned to your office. Please allow 5 to 7 days for the mailing under separate cover from this letter. · A copy of the first and last pages of the new trust document along with the relevant pages stating that Richard H. Bennie is the trustee. Please submit the above documentation in the postage paid envelope provided. Upon receipt, we will cancel all open orders on the account. This will include stopping all purchases, redemptions, and exchanges, and reinvesting all dividends. If you have any additional questions or we can be of further assistance, please contact our Shareholder Services Department at (800) 728-3337. Our representatives will be happy to assist you Monday through Friday, 8:00 a.m. to 5:00 p.m. Central Time. Sincerely, ~naJUv;no~ Kristina Overholtzer Unit Manager 20809043 Enc1osure(s): Change of Account Ownership form Transaction History 2007 Year-End Account Statement Postage Paid Envelope S:--kdv~G/ 0-+e---~ \ <::> - I' ~ American Century Investments January 15, 2008 Amy M. Moya Susan E. Lederer Law Offices 4811 Jonestown Road, Suite 226 Harrisburg, PA 17109-1751 Re: Account 901-000437045--Capital I'reservation Account 970-000285567 --Ginnie Mae Dear Ms. Moya: Thank you for your recent correspondence. Please extend our condolences to Richard H. Bennie on the loss of Thelma E. Bennie. Mrs. Bennie was a trustee, with Mr. Bennie, of the above-listed accounts registered in the name of the Richard H. Bennie and Thelma E. Bennie Living Trust. Our records show that the accounts were each established on February 11,1988. There is no beneficiary designation for the trust accounts. The values of the accounts on July 10,2007, are listed below. Account Value Share Balance Share Price 901-000437045 $5,672.39 5,672.394 $1 970-000285567 $8,798.88 844.310 $9.95 There is no high and low selling price to provide to you because the Capital Preservation fund is a money market fund and our Ginnie Mae fund is a bond fund. The dividends that were reinvested back in the account from July 10, 2007, to December 31, 2007, for the Capital Preservation account was $114..'i4. The dividends reinvested for the Ginnie Mae account during this time frame was $226.57. No change of ownership for the trust accounts have occurred within one year prior to Mrs. Bennie's date of death. We understand that upon the death of one of the Settlors of the Richard H. Bennie and Thelma E. Bennie Living Trust accounts that the trust should now be known as the Richard H. Bennie and Thelma E. Bennie Family Trust and be registered under the family trust taxpayer identification number (TIN). To ensure proper IRS tax reporting, the shares held in the living trust accounts must be transferred to the family trust under the trust's TIN. Before the transfer can take place, the living trust accounts must first be reregistered listing Mr. Bennie as the trustee. American Century Investments P.O. Box 419200, Kansas City, MO 64141-6200 1-800-345-2021 americancentury.com Moyer January 15, 2008 Page 2 (t American Century Investments To reregister the living trust accounts, please provide the following documents: . A copy of the portion of the Richard H. Bennie and Thelma E. Bennie Living Trust document and any amendments to the trust that lists the original trustees and grantors or trustors (usually the title and signature pages) and a copy of the portion that designates successor trustees in the event of the death of a trustee. (We are requesting this portion for the sole purpose of identifying who is authorized to act on behalf of the trust assets.) . Written instructions to reregister the living trust accounts signed by Mr. Bennie. To transfer the shares of the reregister living trust account to the family trust accounts under the trust TIN, please provide the following documents: . Certification of the Richard H. Bennie and Thelma E. Bennie Family Trust's taxpayer identification number and backup-withholding status. The enclosed Transfer of Ownership Form should be used to provide us with proper certification. Mr. Bennie will need to complete Sections 1 and 2 referencing the information on how the living trust accounts are currently registered. He will need to sign his name in Section 3. Sections 4 through 10 should be completed with the new family trust information. Mr. Bennie will need to sign his name again in Section 11. If a transfer is completed under Mr. Bennie's Social Security number and a certified trust TIN is provided to us afterwards, we cannot change information previously reported to the IRS. Investor services for the living trust accounts and the CheckWriting service for the Capital Preservation account have been canceled. Please have Mr. Bennie destroy any check stock for the account and notify us of any outstanding checks. If Mr. Bennie wishes to establish CheckWriting for the family trust Capital Preservation account, please have him complete, sign and return the enclosed CheckWriting Authorization. As you requested, I am returning Mrs. Bennie's death certificate to you for your records. American Cenhrry Investments P.O. Box 419200, Kansas City, MO 64141-6200 1-800-345-2021 americancentury.com Moyer January 15, 2008 Page 3 ~ American Century Investments Mr. and Mrs. Bennie have invested with us for many years, and we appreciate the confidence and trust they placed in us. Please let us know if there is anything we can do to make the process of handling the transfer of the trust accounts as easy as possible for Mr. Bennie. If you have any questions or if we can be of further assistance, please call our Investor Relations department at 1-800-345-2021. We are available to assist you weekdays from 7 a.m. to 7 p.m. and Saturdays from 9 a.m. to 2 p.m. Central time. Sincerely, ~~~ Sandra Crowl Correspondence Specialist Document No. 00878405-5c5 Enclosure: ORIGINAL Death Certificate for Thelma E. Bennie (011308/9000464/660) Transfer of Ownership Form CheckWriting Authorization Business Reply Envelope American Century Investments P.O. Box 419200, Kansas City MO 64141-6200 1-800-345-2021 americancenhlry.com Franklin Templeton Investor Services, LLC 100 Fountain Parkway St. Petersburg, FL 33716-1205 tel 800/632-2350 fra nkl intern p leton.com fRANKLIN TEMPLETON INVESTMENTS January 18, 2008 sc:k.tdLiL ~J :L~~ J;).. Susan E. Lederer Law Office 4811 Jonestown Road, Suite 226 Harrisburg, P A 17109-1751 SUBJECT: Franklin Pennsylvania Tax-Free Income Fund - Class A AlC #129-12900112468 Richard H Bennie And Thelma E Bennie TRST Richard H & Thelma E Bennie LIV TR DTD 08-23-94 Dear Ms. Lederer: Thank you for your recent correspondence regarding the referenced account. Franklin Templeton Investments is committed to providing the highest level of service, and we would like to take this opportunity to address your request. According to our records, the account held 507.283 shares on July 10, 2007. The net asset value of the Franklin Pennsylvania Tax-Free Income Fund - Class A at the close of market July 10, 2007, was $10.25 per share, for a total dollar value of$ 5,199.65. The account is registered to the Richard H. & Thelma E. Bennie Living Trust, and was established on November 8, 1988. 1 nere is no beneficiary designation listed on the account as thl~ account is registered to a trust. Furthermore, in order to transfer the shares in the referenced account, to reflect a new trust registration, we require the following additional documents: o The enclosed Shareholder Request Form, signed by Richard H. Bennie indicating the new registrations, with his signature guaranteed by an "eligible guarantor institution," as specified on the form. Please specify the name(s) ofthe trustee(s), the name of the trusts, and the date of the new trust in the registration instructions. o A photocopy of the title, signature, and successor trustee pages of the Richard H. & Thelma E. Bennie Living Trust, dated August 23, 1994. Page 2 Susan E. Lederer January 18, 2008 o The enclosed Account Application, completed and signed by Richard H. Bennie. We require the trust portion of the Required Registration and Customer Identification Information section be completed including the name(s) ofthe trustee(s), the name of the new trust, and the date of the trust, as well as the Taxpayer Identification Number assigned to the trust. Additionally, please provide the street address of residence, date of birth, and Social Security Number for each trustee on the account. We also ask that the Signature and Tax Certification section be signed by all trustees to agree to important terms and conditions of the investment and certify the trust's Taxpayer Identification Number. Enclosed is the certified death certificate for Thelma E. Bennie, as requested, along with a postage paid envelope for your convenience. We welcome any questions that you may have regarding this matter. You may contact a Customer Service Associate, Monday through Friday, 5:30 a.m. to 5:00 p.m. Pacific Time, toll free at 1-800/632-2301 and refer to identification number: 2009916JAN08. Sincerely, Franklin Templeton Investor Services, LLC ~oJ ~J Roberta Whitson Associate Customer Operations /~~, ~}""""'---) NUVEEN Investments 5~d\J~ G-J January 17,2008 <1.* W\ \3 Exchange:rraded Closed-End Funds ANfY M MOY A SUSAN E LEDERER LAW OFFICES 4811 JONESTOWN RD STE 226 HARRISBURG P A 17109 NUVEENPERFORMANCEPLUS~ RICHARD H BENNIE & THELMA E BENNIE TR U/ A 08/23/94 RICHARD H BENNIE & THELMA E BENNIE LIV TR ACCOUNT NUMBER: 3073-25884 Dear Ms. Moya: Thank you for your inquiry regarding the share balance of the above referenced account. We appreciate the opportunity to be of service to you. On July 10,2007, account number 25884 held 731.9920 shares. On that date, the closing price was $14.26 per share. The account was established on November 17, 1995. The cusip for this security is 67062P-IOO and the ticker symbol is NPP. Please note that this is a trust account. We do not list beneficiaries on accounts, nor do we track any daily postings other than the closing price per share. A computer generated screen print showing recent dividend investments is enclosed for your review. Should you have any questions, please call us at 1-800-257-8787. Our telephone representatives are available Monday through Friday, 9 a.m. to 7 p.m. Eastern Time. If you have internet access, you may also obtain additional information on products and services by visiting our web site at www.nuveen.com or write to us at Nuveen Investments, P.O. Box 43071, Providence, RI 02940. Sincerely, tJJe". ~ Ellen Gizzarelli Shareholder Services Representative Reference Number: 01915849 GE-17-LG Richard H. Bennie & .5c..~d\J~ G J 1-~ M \ Y 1ft" Vanguard' Page > 1 of 1 ThE!lma E. Bennie Tr UA 08-23-1994 Richard H. Bem & Thelma E. Bennie 410 Oeefield Rd Camp Hill, PA 17011 Client Services: 800-662-2739 Total report value: $3,662.75 ~___^'___A_____~________._,,_____,_~ (Total report value includes any accrued dividends.) 176489517501/17/200813:27:12 January 17, 2008 ~ k&JLG ) -1:.. ~.... ~ I ~I Vanguard@ p.o. Box 2600 Valley Forge, PA 19482-2600 LAW OFFICES OF SUSAN E LEDERER 4811 JONESTOWN RD STE 226 HARRISBURG PA 17109 www.vanguard.com Dear Counselor: We are responding to the letter we received from Richard H. Bennie notifying us of the death of Thelma E. Bennie and requesting a valuation of the Vanguard accounts under the Richard H. Bennie & Thelma E. Bennie Trust on July 10, 2007. The information requested is included on the enclosed account value report. Also, there were no changes of ownership on the account in the year prior to Thelma E. Bennie's death. If you have additional questions or need further assistance, please contact a member of our Transition Specialist Team at 1-888-237-9045. We are available Monday through Friday from 8 a.m. to 8 p.m., Eastern time. A transition specialist will be pleased to assist you. Sincerely, ~1Y1~~~ Susan M. Stevens Registered Representative cc: RICHARD H BENNIE Enclosure(s): Account Value Report Correspondence Number 20089317 Nt~~1;3 :F,Bj"g(; ., ~~v~~ -J I'f~ ~ \ 5 'J,::. Sex :326f 3:=s~:='(:, !\/I(:5:)c:cnU:2~~E January 15, 2008 Susan E Lederer Law Office 4811 Jonestown Rd Suite 226 Harrisburg P A 17109 Attn Amy M Moya Reference: 03464099 Wells Fgo Avtg Sht-Tm Muni Bnd-Inv Account Number: 03300106727 Richard H Bennie & Thelma E Bennie Tr Richard H & Thelma E Bennie Liv Tr U/ A Dtd 08/23/94 Dear Ms. Moya: We are contacting you in regard to the above referenced Wells Fargo Advantage Funds@ account. We have enclosed the death certificate of Thelma Bennie per your request. The account was established on February 21, 1997 as a trust. There are no beneficiaries on file, as beneficiaries are not designated on trusts. The account is registered as Richard H. Bennie & Thelma E. Bennie Trustees Richard H. & Thelma E. Bennie Living Trust U/ A Dated 08/23/94. The value of the Wells Fargo Advantage Short- Term Municipal Bond Fund-Investor Class, as of July 10, 2007, was $5,448.48. The value was determined by multiplying the number of shares in the account, 559.392, by the net asset value (NA V) price per share on that day, $9.74. Please be aware that the account value can fluctuate each business day depending on the value of the securities in a Fund's portfolio. In order to re-register the above referenced account, we require the following: · The declaration and signature pages of the trust, as well as the portion of the trust document that specifically deals with the succession of trustees due to death. . The enclosed Request for Change of Registration form completed and signed. All successor trustees must complete and sign all sections. The signature(s) in Section 3 must be Medallion Guaranteed. The Tax Identification number for the Trust must be provided in Section 4 of the form. In order to liquidate the account, we will also require the following: . A letter of instruction signed by all trustees requesting the liquidation of the account. The signature(s) must be Medallion Guaranteed. A Medallion Guarantee may be executed by an "eligible" guarantor. Eligible guarantors include Commercial Banks, Trust Companies, Savings Associations and Credit Unions, as defined by the Federal Deposit Insurance Act, and registered Broker- Dealers. Please confirm that the institution provides a verifiable Stamp 2000 Medallion prior to submitting the signature(s). As we hold the submitted documentation on file, we ask you to include reference number 03464099 in your return correspondence. Upon receipt of the above in good order, we will promptly proceed as directed. If you have any questions or require further assistance, please call us at 1-800-222-8222. Representatives are available 24 hours a day, 7 days a week. Sincerely, ~67 Jessica Craig Client Relationship Team Enclosure(s): Death certificate of Thelma Bennie Request for Change of Registration Form (Entity) April., June 2007 Mutual Fund Statement 1:RoweItice'L INVEST WITH CONFIDENCE . r~"'-'-"_~'. -..- ~"-"I- -~ If you have questions. please visit troweprice.tom or call T. ROWE! Price Mutual Funds at 1-800.225-5132. ~kd~ G- ./ ~.~\G Investor Number 872901780 103841301 AT 0.334 AUTO 13 0 315517011-843810 -1 M1 111.11111I11111I 11I1111I111..1..111111" .1..1'11I111111..11..1 Richard H Bennie & Thelma E Bennie Trs Richard H Bennie & Thelma E Bennie Living Trust U/D/TDtd 8/23/94 410 Deerfield Rd Camp Hill PA 17011-8438 -- ~ iiiiiiii - Fket Value: $3.350.88 Try our new Wireless Account Access - a quick and convenient way to view your T. Rowe Price account balances and fund information anytime. anywhere. Simply go to wirelessotroweprice.com through your device browser and log In using YClur Online Access user name and password. This Quarter Year-to-Date* iiiiiiii - - iiiiiii - iiiiiii iiiiiii - - !!!!!!!!! iiiiiOiiii - - ~~!i.~~_i.~! .'!.~.~~~........ ....... ........... ._....~.~!~~?.:~.~ ............n..~~!.~.?!.:.~~.. Additions 0.00 0.00 . ....._. ........ ...... ....._....M......._....~...................d..._........ ............~..~............d............... Deductions 0.00 0.00 ......... ~_............, ........ ~....... ................................. .'''.'''' ..._.. n. ... .'.'.' ...__....~.' u......... Income 0.00 0.00 ........................................................................................................................... Market Fluctuation 261.86 273.06 Ending Value $3.350.88 $3.350.88 iiiiiii == iiiiiii !i!!!!i!!! iiiiiii - - - iiiiiii !!!!!!!!! ............................-............................................................................................. ..........................................................--..........................................................~.. Net Change $261.86 $273.06 "Year-to-d;de income may include closed accounts no longer shown on this statement. - Account Number 522151412-1 Richard H Bennie & Thelma E Bennie Trs Richard H Bennie & Thelma E Bennie Living Trust U/D/T Otd 8/23/94 Tele*Access Code Date 4/1 6/30 Activity This Quarter Beginning Balance Ending Balance Amount $3,089.02 $3,350.88 Shares 86.141 86.141 Share Price $35.86 $38.90 50 Ticker Symbol TRBCX Average Cost Per Share: $30.88 There was no activity this period. - -- -- - - .. - -- - -- - - .- - ~ - - -- - - -- - - .- - - - - - - - -- " II " '" I' L Page 1 of 1 .Ln.......'V.<"-. Ulo.LVUv(U ru\,;c;:; wr 1. .KVWJj t'KlCt tlLUt LtUt' UKUW IH - Yahoo! Finance Page 1 of3 Sck.ct lk.~ G- J ci.-+-L r, J (0 Yahoo! My Yahoo! Mail More New Make 'I~ l!Iignt!pageeip Dow .... 0.70% Nasdaq..... 0.10% Fri, Mar 7,2008, 3:27PM ET - U.S. Markets - Finance Search W"""M~~'____'_'~."'_~~"~~_~~",w."~..v__~.,.....,.~_.._..",,^,.,,.'''_',~~'''''''~_''''^'''"''W_'_~''''~~~~'",'^~~__'_ T. Rowe Price Blue Chip Growth (TRBCX) D AMEIII'I'MII8 $9.99 t No sur On Mar6: 34.79.... t}\FItIe"" E*l'P.ft{tE S;:turltl2r LtC Historical Prices Get Historical Prices for: IGOI SE"r DATE RANGE Start Date: Jul End Date: Jul 2007 Eg. Jan 1, 2003 (~) Daily C) Weekly Monthly Dividends Only 2007 Get Prices First I Prey I Next I last PRICES Date Open High Low Close Volume Adj Close* 10-Jul-07 39.34 39.34 39.34 39.34 0 39.19 * Close price adjusted for dividends and splits. First I Prey I Next I Last f.11 Download To Spreadsheet " 39 ':>. .J<..j ADVERTISEMENT http://finance.yahoo.com/qlhp?s=TRBCX&a=06&b=1 0&c=2007 &d=06&e= 1 0&f=2007 &g... 3/712008 "!!.,i!!lJ.fl~ January 18,2008 ~~cl~G-, ~~'J-,).D Amy M Moya C/O Susan E Lederer Law Office 4811 J ones town Rd Ste 226 Harris burg, P A 17109 Dear Amy M Moya: We are responding to your request for information about Thelma E Bennie's account with Fidelity. The table below lists the account holdings and values as of 07/10/2007. Fidelity account 2BQ-888737: RICHARDITHELMA BENNlE LIV TR V/A 08/23/94 Security Description CUSIP Quantity Unit Value Market Value Fidelity P A Municipal Money 316344100 2502.740 $1.00 $2,502.74 Market Fidelity P A Muni Income 316344209 267.925 $10.58 $2,834.65 Total Value $5,337.39 The table below shows the accrued unpaid dividends from 7/1/2007 through 7/10/2007 Dividends $2.22 $3.11 The account was established September 14, 1994. We require the following to change the ownership of the account: A Fidelity Account Change of Registration Form. A copy of the trust agreement pages that provides the trust name, trust date, names of trustees and trustees signatures. Note: Fidelity is unable to accept the Certificate, Memorandum, or Affidavit of Trust in lieu of the original Trust Agreement. Please do not include the entire trust document. ')i_;dnnq, ,.~ti:;tO(ly: ~1r'\(i LLC Merr:)e, !.JSE f'P'-i!!!Jll" A Fidelity Trustee Certification Form. We hope this information is helpful. For questions concerning account holdings or instructions on how to transfer the ownership of the accounts, please call our Inheritor Services Group at 800-544-0003 between 8:00 A.M. and 6:30 P.M. Eastern time Monday through Friday or visit our website at www.fidelitv.com and search under "change account registration" for additional information. Sincerely, Fidelity Investments Our file: W027954-11JAN08 Fidelity Bmkamge Sf:.!rvlces LLC \1en~ber NYS::., .:,3tPC N.1ticna! Financial Servlcds LLC \1~xnL:e: h\iSE, SIPC CH'1527~;.~G03A ~ JANUS PO Box 173375 Denver, CO 80217-3375 TEL 8005253713 WEB janus.com January 15, 2008 SUSAN E LEDERER LAW OFFICES A TIN: AMY M MOY A 4811 JAMESTOWN RD STE 226 HARRISBURG PA 17109 ~~d.JGc-G- ./ ~ ~S~'-d-d- REFERENCE: 01835181 Dear Ms. Moya: This letter is in response to your request for information regarding the accounts in the name of Richard H. Bennie and Thelma E. Bennie Living Trust, numbers 203118353 and 202407882. The account information provided below is unaudited. Date Fund/Account Number Transaction Share Price Shares Dollar Amount 7/10/07 55/203118353 Balance $28.76 157.129 $4,519.03 7/10/07 391202407882 Balance $1.00 2,501.410 $2,501.41 Account number 203118353 was established on February 15,1999. While account number 202407882, was established on February 21,1997. In order to re-register the accounts, please submit the following documentation with a copy of this letter in the envelope provided: 1. The enclosed Trust/Estate Account Application completed with the new registration. 2. A letter signed in capacity by the successor trustee. If we can be of additional assistance, please visit us online at janus.com or give us a call. We appreciate the opportunity to be of service. Sincerely, Nathan Gupton Investor Services Enclosure(s): Trust/Estate Account Application ZAUJAN5011 00 NCR DRS Stock Distribution Statement 02-10-0047437 fUCHARD H BENNIE & THELMA E BENNfE TTEES U-A DTD 08-23-94 RICHARD H BENNIE & THELMA E BENNIE LIVING TRUST 410 DEERFIELD ROAD CAMP HILL, PA 17011-8438 11111111111111111111111111111111111111111111111111111111111111 ~d0~G-J ~~~ d-3 Record Date Shares Distribution Distribution Date Shares Ce:rti:ficata Shares: 0.0000 100.3020 Pbu Book-Entry Shares: 100.3020 EqatIJs Certificate Shares: Book-Entry Shares: Total Distribution Date Shares: 0.0000 200.6040 Book-Entry Shares: Total Record Date Shares: 100.3020 200.6040 PLEASE RETAIN THIS STATEMENT FOR YOUR RECORDS This statement represents the shares of NCR Corporation common stock that you held on .the December 31, 2004 record date and the additional shares issued to you as a result of the stock split in the fonn of a 100% Stock Dividend. The additional shares have been issued to you in book-entry fonn as part of the Direct Registration System (see enclosure). Under this form of ownership, shares are recorded in your name on the books ofNCR Corporation held by MeHon Investor Services, NCR Corporation's stock transfer agent and registrar. NO ACTION IS REQUIRED if you choose to keep shares in book-entry fom1. Questions? Contact Mellon Investor Services To alccess your account, use your Investor ID Number located in the box above on the top right hand corner of this statement. You can contact Mellon Investor Services by one of the following ways: By Internet: Visit W\vw.melloninvestor.comlisd for access to your acount. You will be able to certify your Taxpayer Identification Number or Social Security Number, change your address, purchase or sell shares or request a certificate. Bv Phone: Toll Free Number 1-800-627-2303 I Outside the U.S. (Collect) 1-201-329-8660 Hearing Impaired 1-800-231-5469 Our Interactive Voice Response ("IVR") system is available 24 hours/7 days a week Representatives are available 9 a.l11. to 7 p.m. Eastern time weekdays Bv Mail: NCR Corporation clo Mellon Investor Services P.O. Box 3338 South Hackensack, NJ 07606-1938 "':":";'::::::::::""."," '-';:.:;::::-'-'l::::;'::_"".:,;::::::;_:::" 1"11....1<.: HIstorICal Pnces tor NCR CP - Yahoo! Finance Yal100' My YahoQ' Mail M()rtWelcomlf1lBhi!i~rJtbIrli9M'e\.pagE!p YAEleOi,FINANCE ....,._~.--...... ; Web, Search,.; Page 1 of2 .sCkd\J~G . . .> 6:-\i<..v~ Dow .".. 0.16% Nasdaq"" 0.27% Friday, September 28, 2007, 12: 11 PM ET - U.S. Markets close in 3 hours and 49 minutes. - Enter Symbol(s) GET QUOTES Symbol Lookup At 11:51AM ET: 49.00 '" 0.06 (0.12%) NCR Corp. (NCR) Historical Prices Finance Search IGOI SET DATE RANGE Get Historical Prices for: ADVERTISEMENT Start Date: Jul End Date: Jul Eg. Jan 1, 2003 (!,Daily Weekly Monthly Dividends Only 10 2007 2007 10 Get Prices First I Prev I Next I Last PRICES Date Open High Low Close Volume Adj Close' 10-Jul-07 53.65 53.86 53.13 53.13 908,400 53.13 . Close price adjusted for dividends and splits. First I Pre\! I Next I Last ,>t.~. Download To Spreadsheet /Y\.Qi.\ I) S3 :Li9s- cd A!;tQio-EortfolLQ 'f;;.' set AIEill Email to c;tfriend Get Historical Prices for Another Symbol: ~ S..YInPAU.9okUQ . ~tg_G!:<SJ::reem~[ . SQlill1 http://finance.yahoo.com/q/hp?s=NCR&a=06&b=1 0&c=2007 &d=06&e= 1 0&f=2007 &g=d 9/28/2007 .1. LA.6'"" .1. V..L J. " Account Details Certificates S::~MCt..,G_~*~ ~L\ Name Holder Name LSI CORPORATION RICHARD H BENNIE & THELl\'lA E BENNIE TR UA 08/23/94 RICHARD H BENNIE & THELMA E BENNIE LIVING TRUST Issued Capital Stock 10 Mar 2008 I." ~ I ,~~ Balances as of 10 Jul 2007 Select Date: 10 Jul ~ Share Class Register Balance COMI\'10N STOCK Book Entry 123 Account Details A.ccount Number *****"56969 Category Issued Capital Stock Certified Tax Certification Payment Instructions No Details 410 DEERFIELD ROAD CAMP HILL PA 17011-8438 UNITED STATES Modify Modify A.ddress Modify Email Address No details lV1adify Important Note: Market data from close of previous day. The above balance does not include any transaction in the course of processing. This balance is for information purposes only and should not be relied upon to support any contemplated transactions. Please contact us if you require information which predates the oldest information displayed, as only a certain amount of data is retained on our system. @ Reuters Limited. Click for Restrictions. REUTERS :tt Copyright @ 1007 Computersl1are Limited. All rights reserved, Reproduction in wl10le or in part in any form or medium without express ':\Iritten permission of Computershare limited is prohibited. Please view our Terms and Conditions and Privacy policy. https://www-us.computershare.com/lnvestor/Security/Summary . asp 3/1012008 LSI: Historical Prices for LSI CORPORATION - Yahoo! Finance '(a;;<le! M'! 'Iahoo' M<11\ Mo;tWelcomel)4ahei!1lUr'fl(2CJr3;gcn:ei.page,ip YAHeO'_j FI NAf.JCE 'w~b,'~~'!Ir~h. ! Dow ..... 0.18% Nasdaq.... 0.29% Page 1 of2 5c-k& v'~.G-- J' rl-:~ ,.,.., .:;}~ Friday, September 28, 2007, 12: 1SPM ET. U.S. Markets close in 3 hours and 4S minutes. Enter Symbol(s) GET .QUOTES Symbol Lookup Finance Search - LSI Corp (LSI) [~~ES !'HRIlPE $"'curiti~1 Historical Prices At l1:SSAM ET: 7.41 1" 0.01 (0.07%) IGOI SE1" DATE RANGE Get Historical Prices for: ADVERTISEMENT Start Date: Jul Enid Date: Jul 2007 2007 Eg. Jan 1, 2003 (~iDaily Weekly Monthly Dividends Only 10 10 Get Prices First I Prey I Next I Last PRICES Date Open High Low Close Volume Adj Close* 10-Jul-07 7.75 7.80 7.60 7.64 17,545,100 7.64 * Close price adjusted for dividends and splits. First I Pre\! I Next I Last ,..:k Download To Spreadsheet (Y\.tOr\:: 1,76 d Add tQJ~ortfolio 'is ~et Alert Emajl~a Frie.DQ Get Historical Prices for Another Symbol: ~ ;;ymi:lol LookuQ . S.tQ~k S.clee@[ . SpJil.!1 http://finance.yahoo.com/q/hp?s=LSI&a=06&b= 1 O&c=2007 &d=06&e= 1 0&f=2007 &g=d 9/28/2007 == - LSI ~"-?TM ~U'" ;; = - - == - == ;;;;;-. RICHARD H BENNIE & THELMA E BENNIE TR UA 08/23/94 RICHARD H BENNIE & THELMA E BENNIE LIVING TRUST 410 DEERFIELD ROAD CAMP HILL PA 17011-8438 1...111...111......11...111..1..1..1..11.1..1....1111111111111 - - ;;;;;-. - - - == - - ;;;;;-. ~ {omputershare + 000410 Computers hare Shareholder Services, Inc. . P.O. Box 43014 Providence, RI 02940-3014 Within the US, Canada and Puerto Rico 866 2437347 Outside the US, Canada and Puerto Rico 312 588 4147 www.computershare.comllsi ~k\'\\l~ G .../ 6.~ I-. ~~ C3000256969 J N T 1IIIIIIImmllll CUSIP Number: Account Number: SSNmN Certified: Company Code: 502161102 C3000256969 Yes LSI Exchange Check Statement Advi<;e Transaction( s) Transaction Description Agere I Common Stock Fractional Share Agere Share Exchange 57.00 Summary Advice Payment !Date I Transaction Description I Shares/Units \ 02 Apr 2007 Cash in lieu 0.12 . Exchange Rate I 2.16 LSI Common I Stock Credited 123.12 0.12 Price/Rate I Gross I per share Amount ($) $10.44 1.25 Deduction I Amount ($) 0.00 Deduction I Type Net Amount ($) 1.25 L S I o 12802]ROD:..3 _2/0oo41010008l9 + 001C070002 PlEASE CASI-IIOEPOSIT THIS CHECK PROMPTLY. OOPOw.- ......1I:~M..t11J.33.]r.I'l'.~:r.Jln:1:a.....I;'3:J!''':::iI.J:.I:II.....II:I:I";.;J!'''.....:I11~':.I':II:"I..~.It~l'IIIi'II"'UI":I.II'lr':R".i'I.I~I{WI:I''''.1I1'1'I.r.:t.!lIlt..{tt:I.lt~n~'iWiml:liil:."Giilltfi:n".::Ii'I'I'J30~I;u.:,~~mia~c.uiii~'m~~~'fIr~- - - LS I ~:~~ Pay to RICHARD H BENNIE .. . & THELMA E BENNIE TR UA 08/23/94 RICHARD H BENNIE & THELMAE BENNIE L1VINGJRUST 410DEERFIELD ROAD CAMP HILL PA 17011-8438 The sum of $****ONE DOLLAR AND TWENTY FIVE CENTS.... Bank of America Atlanta, Dekalb County, Georgia 64-1278 611 GA Payable Date: 02 Apr 2007 Check Number. 0000029713 $*...1.25.... Comp~tershare Shareholder Services, Inc. P.O. Box 43078, Providence, RI 02940 II- 0 0 0 0 0 2 q 7 i. ~ II- I: 0 b i. i. i. 2 7 8 B I : ~ 2 q q i. 2 B 2 q 0 II- _____~..... _........_..._...........,...__.... ~_....., ...."".....1...1 .J. ....VV\...J\ALLIl.. LJV"''-4.1..1~ rag\:: 1 01 1 ~~<:t~~~b .. A.ccount Details Certificates Name Holder Name Category COMCAST CORPORATION RICHARD H BENNIE & THELMA E BENNIE TR RICHARD H & THELMA E BENNIE LIV TRUST U/A DT D08/23/94 Issued Capital Stock 10 Mar 2008 @omcast. Balances as of 10 Jul 2007 Select Date: 10 Jul 2007 ~ Share Class Register Balance CLASS A COfv!MON STOCK Book Entry 268 Account Details Account Number ******73727 Category Issued Capital Stock Email Address No Details 410 DEERFIELD ROAD CAMPHILL PA 1701H3438 UNITED STATES No details t.tlodifv 1Y1odifv Tax Certification Certified Payment Instructions Address Modify Modify Important Note: Market data from close of previous day. The above balance does not include any transaction in the course of processing. This balance is for information purposes only and should not be relied upon to support any contemplated transactions. Please contact us if you require information which predates the oldest information displayed, as only a certain amount of data is retained on our system. (f) Reuters LImited. Click for Restrictions. REUTERS ,:t Copyright (<;) 2.007 Computershare Limited. All rights reserved. Reproduction in 'Hllole or in part in any form or medium without express written permission of Computershare Limited is prohibited. Please view our Terms and Conditions and Privacv policy, https:l/www-us.computershare.comllnvestorISecurity/Summary . asp 3/1 0/2008 CMCSA: HIstorical Prices for COMCAST CP A - Yahoo! Finance Page 1 of2 "hgeo!jFINANCE (~.... . "'^"~'" : Web. Search ~~dv4-G. / , c:G~ ~ d.... b Yahoo' My 'I ahnei Mad Mer*lelcomEl)llsRei!l@rJd8r91gm:el.page=ip Dow'" 0.17% Nasdaq'" 0.23% Friday, September 28,2007, 12:S1PM ET - U.S. Markets close in 3 hours and 9 minutes. Enter Symbol(s) Symbol Lookup Finance Search - Comcast Corp. (CMCSA) .. AMERITRADE At 12:36PM ET: 24.14 ... 0.11 (0.45%) Scotlrade' --...~ TRADE FREE FOR 45 DAYS,. en S 100 i.u Historical Prices Get Historical Prices for: IGol SET DATE RANGE ADVERTISEMENT End Date: Jul 10 10 2007 2007 Eg. Jan 1, 2003 ;~;Daily C.' Weekly Monthly Dividends Only a n ~/l e + , c SUlrt Date: Jul n Get Prices o y . I s First I Prev I Next I Last PRICES Date Open High Low Close Volume Adj Close* 10-.Jul-07 28.02 28.08 27.59 27.60 22,879,200 27.60 * Close price adjusted for dividends a nd splits. First I Prev I Next I Last :~1 Download To Spreadsheet (Y'lt GI Y) -: d7, ~3r 2; Add to PortfQljQ 'S Set Alert E:mail to a Friend Get Historical Prices for Another Symbol: @9J Symbol Lookuo . StockScre~n~i . S.Q!JIs http://finance.yahoo.comlqlhp?s=CMCSA&a=06&b=1 0&c=2007 &d=06&e= 1 0&f=2007 &... 9/28/2007 Lomputerstiare - Shareholder Services - Account Details Page 1 of 1 3:- k.cl Jl S Cl-\-e.. '" ~ '} " Account Details Certificates Company Name Holder Name AT&T mc RICHARD H BENNIE & THELMA E BENNIE TR UA 23-AUG-94 RICHARD H BENNIE & THELMA E BENNIE LIVING TRUST Issued Capital Stock 10 Mar 2008 at&t Balances as of 10 Jul 2007 '_~W"'_"~~~''''''''''''.,","","^,,__V''''~'_''''''N~~''~'~''~-=-=-'''''''~''''''~--'~-'-''''''''''N,.,'~''''''''''~'''''''''''''''.~'=~'''''''''''~''V=''^-='''-''M''''N~_^_'~,""""""",^",,W_",Y'_~,'.W.W__._._...,w,..~"""<_,..._^~,,W""'V'N=H~~.W'''''''''''_ Select Date: 10 Jut 2007 ~ Share Class Register Balance COIVa'i0N STOCK Book Entry 2,214 ."",~",_mr.wN""~_="",W""a"=....~"'~M.~'.'~""',,,,,,,,,y_.__=^,__.=~~^""""'^~'k..,,,~m~'m=N"''''''''''u.,,,mW''''N=,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,",.w,m.,..,......._.~,~'...'r"w.~.._,_'''''~N'''''~'''__~w=v.......''WM'''''..~._...._=_""~'N=~mw.'__,"'...'AW.~..._.W"'.?'.'m"".'_'_.'.'N_"W"".,b_,~__,...,.=_-.....~v,.._-..~'M.',~"~"='^"W Account Details Account Number ******36581 Category Issued Capital Stock Tax Certification Certified fv10dify Email Address Instructions Present 410 DEERFIELD RD CAMP HILL PA 17011-8438 UNITED STATES No details t:Jodify lv10dify Reinvestment Plan Not enrolled P'ayment Instructions Address 1'1odify 1Y1odify Important Note: Market data from close of previous day. The above balance does not include any transaction in the course of processing. This balance is for information purposes only and should not be relied upon to support any contemplated transactions. Please contact us if you require information which predates the oldest information displayed, as only a certain amount of data is retained on our system. (f) Reuters Limited. Click for Restrictions. REUTERS (:~ Copyright @ 2007 Computershare Limited. All rights reserved. Reproduction in whOle or in part in any form or medium without express written permission of Computershare limited is prohibited. 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III f: ~-n' !\ .. ~ I-IO~t11 e:::o:C"'"' (j) 1-131"\'" Z -<:]::o~N ." ,<: U'I00 j5' m 1-1 -to .. ''-\ ~O]::otll ." \." !: 0 10 -nC-' t \ 0 -<: o~-a-t .. c:::cr-~ ;lO~~1"\ -i ,-I -a -n ~ <~.: I) r-elJ)]::o ~ ,-I ]::o]::o:CI-I f:~ ~~]::o;lO g' '''~ 1"\;lO '" N t;- ]::0' 1"\3 t 0 7-~ n lJ)]::o \D <1>0 g :o~ .. 0- j;,.. .. . :00 c:: mrn -i 0) 7.18 ~ ;.- 0 "'"' i. -.I c: me:: '!J. .P' % -~ nJ:> !\ - ~r- .. .. ~~ lJ)C:: 1= m :ii~ ~ 15: ~~ () :CI-I ~ UI ~"' rnlJ) J \D ^ \!\ s' UI .r .P' <: " . E i \D 0- \ (n :nZ .... :5'- <0 ..0 i! o I-' -.I \D -.I o ;. "< (~ A Solutions Products & Services Innovation SUpport Contact Us . Alcatel-lucent Change Language Woridwide Page 1 of5 About Us Search User-Centric Experience Business Critical Communications Coml Transfl Broadband for All Qti A X ~d vULG.. ~4-e VL ~ '( Resource Center FAOs Post\:d on: 28 May 2007 Created on: 21 Nov 2006 On what stock exchange is Alcatel-Lucent traded and what is the symbol? Which indices include Alcatel-Lucent? What is Alcate/-Lucent dividend policy goino forward? Who can I contact reoardinq A/cate/-Lucent shareowner inquiries? Can I access my ADR account with The Bank of New York via the Internet? When does A/catel-Lucent's fiscal year beGIn and end? When do you annOunce your financial results? In what currency & financiallanQuaQe does Alcatel-lucent report? Under what seqments does Alcatel-Lucent report revenue? What is the history of the new company? Where is A/catel-Lucent's world headquarters? Where and when will Alcatel-lucent hold its annual shareholders meetinq? How many people does Alcatel-Lucent employ worldwide? In what technoloGY sector does Alcatel-lucent comoete? I was an Alcatel shareholder; do I need to modify my accounts? I was a lucent shareholder, what do I need to do to convert my ordinary shares into Alcatel-lucent ADRs? How many Alcatel-Lucent ADRs will I receive for my Lucent shares? Will the exchange constitute a taxable event for shareholders? What is an Alcatel-Lucent ADS/ADR? Can I exchange my ADRs for Alcatel-Lucent ordinary shares? How does this merger impact my Lucent warrants? How does this merger impact my lucent convertible debt? Will Lucent shareholders be asked to turn in their certificates? If so, when? What is Direct Registration? Is Alcatel-Lucent subiect to the same SEe reporting requirements that applied to LucentZ On what stock exchange is Alcatel-Lucent traded and what is the symbol? Euronext - ALU ISIN code: FR000013007 New York Stock Exchange - ALU Cusip: 013904305 Engage ';;;; Sales In Printab bdl Email t Resource: Q&A Annual R InvestOr! Alcatel-l http :/lwww.alcatel-lucent.comlwps/portal/ ! ut/p/kcxml/04 _ Sj 9SPykssyOxPLMnMzOv M 0 Y... 3/10/2008 '< '"""" .rl. Page 2 of 5 Which indices include Alcatel-Lucent? The Alcatel-Lucent share is included in the following stock market indexes: CAC 40 and Dow Jones Euro Stoxx 50 What is Alcatel-Lucent dividend policy going forward? Each year, based on the previous year's financial results, the Board of Directors may propose a dividend payment. The amount of the dividend is then put to vote by Shareholders at the Annual General Meeting. Wh,o can I contact regarding Alcatel-Lucent shareowner inquiries? If you are a Bearer shareholder (managed by the financial entity of your choice) of ordinary shares, you should contact your chosen financial advisor for all operations and information regarding your account. If you are a Registered shareholder of ordinary shares, you should contact our broker, the Societe Gen,erale in Nantes, France at 0800 333 777 for all operations and information regarding your account (please have your identification number and access code ready). If you are an ADS shareholder, you should contact The Bank of New York atl-888-582-3686 (within the U.S.) or (212) 815-3700, company code 3460 (outside the U.S.) for ail operations and information regarding your account. Can I access my ADS account with The Bank of New York via the Internet? You may access your account online at C... www.stockbnv.com/lucent When does Alcatel-Lucent's fiscal year begin and end? Our j'iscal year is aligned with the calendar year and begins on January 1 and ends on December 31. When do you announce your financial results? We announce our financial results in April for first quarter, July for second quarter, October for third quarter, and February for fourth quarter and year-end results. In what currency & financial language does Alcatel~Lucent report? Alcatel-Lucent reports in Euros and IFRS UndE~r what segments does Alcatel~Lucent report revenue? Alcatel-Lucent reports revenues quarterly based upon the following segments: Carriers (Wireline, Wireless, Convergence), Enterprise and Services, What is the history of the new company? Alcatel and lucent have merged on November 30, 2006 to form the global leader in the communications industry. Both companies corporate history stretches back to the origins of the telephone industry in the late 19th century. Back to top Whel'e is Alcatel-Lucent's world headquarters? AlcatE~I-Lucent 54 rue la Boetie 75008 Paris, France Where and when will Alcatel-Lucent hold its annual shareholders meeting? The next Annual General Meeting wll! take place on June 1st, 2007 at palais des Congres in Paris. Details of the program will be communicated in due time. How many people does Alcatel-Lucent employ worldwide? As of November 30, 2006, Alcatel-Lucent employed approximately 79,000 people worldwide after the Thales transaction. In what technology sector does Alcatel-Lucent compete? Alcatel-Lucent designs and delivers communications solutions to telecommunications carriers, Internet service providers and enterprises for delivery of voice, data and video applications to their customers or http://www.a1catel-lucent.comlwps/portal/!utlp/kcxml/04 _ Sj9SPykssyOxPLMnMzOvMOY... 3/10/2008 '< \.~ .M. Page 3 of 5 employees. Alcatel-Lucent brings its leading position in fixed and mobile broadband networks, appncations and services, to help its partners and customers build a user-centric broadband world. 1 w;as an Alcatel shareholder; do I need to modify my accounts? Your shares will remain listed on the Paris Euronext and the New York Stock Exchange, with a new name as appropriate. You don't need to contact your bank. I w;as a Lucent shareholder, what do I need to do to convert my ordinary shares into Alcatel- Lucent ADSs? lucent shareowners wil! receive written instructions from the exchange agent on how to exchange their lucent common stock for Alcatel-lucent stock. Back to top How many Alcatel-Lucent AOSs will I receive for my Lucent shares? lucent shareowners will be entitled to receive 0.1952 of an Alcatel-lucent American Depositary Share, or ADS, for each share of Lucent common stock that they own. Each Alcatel-Lucent ADS represents one Alcatel-Lucent ordinary share. However, no fraction of an Alcatel-lucent ADS will be issued in the merqer. Instead, each holder of shares of lucent common stock who would otherwise be entitled in the merqer to receive a fraction of an Alcatel-lucent ADS will be entitled to receive a cash payment in lieu of such fraction. For example, a holder of 100 shares of Lucent common stock would ordinarily be entitled to rE~ceive 19.52 Alcatel-Lucent ADSs (which is equal to the product of 100 multiplied by the exchange ratio of 0,1952). However, because no fraction of an Alcatel-Lucent ADS will be issued, such holder instead will receive 19 Alcatel-Lucent ADSs and a cash payment in lieu of the remaining 0.52 of an Alcatel-lucent ADS. Will the exchange constitute a taxable event for shareholders? The merger was intended to qualify as a tax-free reorganization under Section 368(a) of the Internal Revenue Code of 1986, as amended, for U.S. federal income tax purposes. As a result, Aicatel-lucent and lucent believe that you will not recognize gain or loss on the exchange of your lucent common stock for ,ll,lcatel-Lucent ADSs, although gain or loss may be recognized upon the receipt of cash in lieu of a fractional ADS. Alcatel-lucent and Lucent cannot assure you that the Internal Revenue Service will agree with the treatment of the merger as a tax-free reorganization. Tax matters are complicated, and the tax consequences of the merger to each Lucent shareowner will depend on the facts of each shareowner's situation. lucent shareowners are urged to read the discussion set forth in the proxy statement related to the merger under the heading "The Merger - Material U.S. Federal Income Tax Consequences" and to consult their own tax advisors for a full understanding of the tax consequences of their participation in the merger. A copy of the proxy statement was mailed to shareowners prior to the September 7 Lucent shareholder meeting and is also available on the Internet, Wha!t is an Alcatel-lucent ADS! AOR? An American Depositary Share, or ADS, is a security that allows shareholders in the United States to more easily hold and trade interests In foreign-based companies. ADSs are often evidenced by certificates known as American Depositary Receipts, or ADRs. Alcatel-Lucent is a French company that issues ordinary shares that are equivalent in many respects to common stock of a U.S. company. Each Alcatel-Lucent ADS represents one Alcatel-Lucent ordinary share. Alcatel-Lucent ordinary shares are quoted in euros on the Euronext Paris SA, which is the French national stock exchange. Alcatel-lucent ADSs are similar to the underlying Alcatel-Lucent ordinary shares and carry substantially the same rights; however, they are not identical. See ""Description of ADSs" in Alcatel's annual report on Form 20- F for the fiscal year ended December 31, 2005, as amended on August 4, 2006, which is referred to as Alcatei's 2005 Form 20-F and is incorporated by reference into this proxy statement/prospectus. Can I exchange my ADSs for Aleatel-Lucent ordinary shares? For the conversion of Alcatel-lucent American Depositary Shares (ADSs) into ordinary shares, your ADSs must be delivered to The Bank of New York (the "Depositary"). Upon receipt of the ADSs, proper documentation and payment of conversion fees, the Depositary will instruct its French Custodian to release the corresponding ordinary shares as instructed. You should contact The Bank of New York's ADR Conversion Desk telephone numbers are (212) 815-2783/2228/2231 or 2721 for further details. Back: to top http://www.alcatel-lucent.com/wps/portal/!utlp/kcxml/04 _ Sj 9SPykssyOxPLMnMzOv MOY... 3/10/2008 '< ''''''"' .I... ~ Page 4 of 5 How does this merger impact my lucent warrants? On December 10, 2004, Lucent Technologies Inc. issued 200 million warrants, each warrant entitling its holder to purchase one share of the Lucent's common stock at a price of $2.75 until December 10, 2007 (aft,er which date the warrants may not be exercised). Warrant holders who exercised their warrants for Lucent shares prior to consummation of the Merger rec€~ived 0.1952 of an ADS (American Depositary Shares) for each common share of Lucent that they held as a result of the exercising of the warrants and a cash payment in lieu of any fractional ADS. Each ADS represents one ordinary share of the combined company. The combined company's ordinary shares will be traded on the Euronext Paris and the ADS will be traded on the New York Stock Exchange. Holders of Lucent warrants that have not been exercised prior to the consummation of the Merger can still exercise their warrants until December 10, 2007. After the tYjerger and prior to December 10, 2007, upon payment of the $2.75 exercise price, warrant holders who exercise their warrants would receive the same consideration they would have received had they exercised their warrants immediately prior to the Meruer (see example below). This consideration consists of 0.1952 of an ADS for each exercised warrant and a cash payment in lieu of any fractional ADS that would result from multiplying 0.1952 by the number of exercised warrants. The merger agreement provides that no fractional ADSs shall be issued in the Il1erger, but that the exchange agent will provide a cash payment in lieu of such fractional ADSs. Example: the holder of 100 warrants after the consummation of the 1\1erger (and prior to December 10, 2007) would be entitled to receive 100 x 0.1952 or 19.52 ADSs upon payment of the exercise price of $275 (100 x $2.75 exercise price). Because no fractional ADS will be issued, the warrant holder would receive 19 ADSs and a cash payment in lieu of the remaining 0.52 of an ADS. Had this same holder exercised these warrants prior to the consummation of the merger, the warrant holder would have received 100 shares of Lucent common stock which would then have been converted into the right to receive 19 ADSs ofthe combined company and a cash payment in lieu ofthe remaining 0,52 of an ADS. How does this merger impact my lucent convertible debt? After the merger, Lucent convertible debt will be convertible into Alcatel-Lucent ADSs pursuant to their existing terms. The number of Alcatel-Lucent ADSs receivable upon conversion shall be adjusted to reflect the exchange ratio. Will lucent shareholders be asked to turn in their certificates? If so, when? Shareholders who hold shares in certificated form wi!! be required to submit their certificated shares in order to receive shares of the new company. What is Direct Registration? Direct Registration System, or DRS, is a non-certificate, book-entry, statement-based method of holding shares registered directly with the issuing company. A securities industry initiative supported by the Securities and Exchange Commission, DRS is intended to improve the efficiency of clearing/settlement of securities transactions in the capital markets. Benefits of holding shares in DRS form include: DRS shares carryall the rights and privileges of certificated shares; costs associated with the holding of physical certificates such as storage/safekeeping and/or certificate replacement are eliminated; DRS enables electronic transactions, such as share transfer or delivery to/from a brokerage account, without the need to deliver a physical certificate; and costs to the issuing company for printing and delivery of stock certificates are eliminated. Back to top Is Akatel-lucent subject to the same SEe reporting requirements that applied to 1.ucent? Aicatel-Lucent is subject to the reporting requirements under the EXChange Act applicable to foreign private issuers. Alcatel-Lucent is required to file its annual report on Form 20-F with the SEC within six months after the end of each fiscal year. In addition, Alcatel-l_ucent must furnish reports on Form 6-K to the SEC regarding certain information reqUired to be publicly disclosed by Alcatel-Lucent in France or is filed with Euronext Paris SA, or regarding information distributed or required to be distributed by Alcatel- Lucent to its shareholders. http://www.alcate1-1ucent.com/wps/portal/ ! ut/plkcxml/04 _ S j 9SPykssyOxPLMnMzOv MOY... 3/10/2008 ~6~A Page 5 of 5 Alcatel-Lucent is exempt from certain rules under the Exchange Act, including the proxy rules which impose certain disclosure and procedural requirements for proxy solicitations under Section 14 of the Exchange Act. Moreover, Alcatel-Lucent is not required to file periodic reports and financial statements with the SEe as frequently or as promptly as U.s. companies whose securities are registered under the Exchange Act; is not required to file financial statements prepared in accordance with U.S. GAAP (although it is required to reconcile its financial statements to U.s. GAAP); and is not required to comply with Regulation FD, which addresses certain restrictions on the selective disclosure of material information. In addition, among other matters, Alcatel-Lucent's officers, directors and principal shan~holders are exempt from the reporting and "short-swing" profit recovery provisions of Section 16 of the Exchange Act and the rules under the Exchange Act with respect to their purchases and sales of Alcatel-Lucent ordinary shares. If Alcatel-Lucent or the combined company loses its status as a foreign private issuer, it wlll no longer be exempt from such rules and, among other things, will be required to file periodiC reports and financial statements as if it were a company incorporated in the United States. Back to top Explore Evaluate Innovation Solutions Products & Services Investors Broadband for All Business Transformation Competitive Transformation Resource Center About Us Careers Ben Labs i RSS i Terms of Use Privacy Copyr'ight (~; 2006-2.008 Alc8td-Lucent, }\\! rights reserved, http://\vww.alcatel-lucent.comlwps/portal/!ut/p/kcxml/04 _ Sj9SPykssyOxPLMnMzOvMOY... 3/10/2008 ALU: Historical Prices for ALCATEL LUCENT - Yahoo! Finance Yat.,oo' My Yanoo' Ma'l Mor€Welcom~lIftei~rJCfiJrg;gm:eI.pag~!p ~S:GOtFINANCE r"-"--"":".'''~'''''^' , :';r~~!);~~~~j Dow''''' 0.16% Nasdaq.... 0.23% Page 1 of2 ~kdv~ G- ./ ~~ ~ M ~1 Friday, September 28, 2007, 12: 53PM ET - U.S. Markets close in 3 hours and 7 minutes. ......... Symbol Lookup At 12:32PM ET: 10.22 l' 0.47 (4.83%) Enter Symbol(s) Alcatel-Lucent (ALU) E*TRADE FINANCIA.... Get Historical Prices for: ADVERTISEMENT Historical Prices SET DATE RANGE Stalrt Date: Jul End Date: Jul Eg. Jan 1, 2003 '!' Daily Weekly Monthly Dividends Only 10 10 2007 2007 Get Prices First I Prev I Next I Last PRIC:ES Date Adj Close* Open High Low Close Volume 10-Jul-07 14.08 14.22 13.93 13.97 10,556,800 13.97 * Close price adjusted for dividends a nd splits. First I Prev I Next I Last ,~ Download To Spreadsheet (V'~1. Y\ :: I L/. D 7 S- ;,c ~_d to Portfolio ';S Set Alert ~l}1ail to a FriEillQ Finance Search IGOI Get Historical Prices for Another Symbol: ~ ;i'fD1bol t.&QIgJ,P ~ock ScreeneJ: . SpJlt~ http://finance.yahoo.comlqlhp?s=AL U&a=06&b= 1 0&c=2007 &d=06&e= 1 0&f=2007 &g=d 9/28/2007 -".u.t'...."'~.,UU1'" - ~ua,n:;nUlQer ~ervlces - Account Details Page 1 of 1 .x:~_s:\~ ~ ~ ~ ~ ~~ " Account Details Certificates Name Holder Name AT&T mc RICHARD H BENNIE & THELMA E BENNIE TR RICHARD H & THELMA E BENNIE LIV TRUST U/A DT D08/23/94 Issued Capital Stock 10 Mar 2008 at&t Balances as of 10 Jul 2007 Select Date: 10 Jul ~ Share Class Register Balance DSP - COMfvl0N STOCK Plan Holdings 99,548219 ,~",w,""~=""""""_w,.""""""-~_"~,^",,,,~,~_",,,'~,____""~_^'.~,_,,.......--......,,''''''''-''-''=-'~''''~~~_'_~~''''''=___'^'"'"'''',W'~''''''''~',,",=''''''''''''~''_~N.~.~"_-_y,~__=- ""~,,,'~__Y","V'W,~~_w,'~",".',',.__''',~,v ".^""_..,'^'..,..',...._"'~.~,"-'^""....."""""..N,_,'.,~ Account Details Account Number ******74991 c.ategory Issued Capital Stock Ti3X Certification Certified Reinvestment Plan Full Dividend Reinvestment tv10dify t-iodify tv1cdify Payment Instructions No Details 410 DEERFIELD ROAD CAMPHILL CAMP HILL PA 1.7011-8438 UNITED STATES No details Hodifv Address Email Address Modify Important Note: Market data from close of previous day. The above balance does not include any transaction in the course of processing. This balance is for information purposes only and should not be relied upon to support any contemplated transactions. Please contact us if you require information which predates the oldest information displayed, as only a certain amount of data is retained on our system. (i:) Reuters Umited, Click for Restrictions. REUTERS :;t Copyright (C) 2007 Computershare LImited, All rights reserved. Reproduction in whole or in part in any form or medium without express written permission of Computershare Umited is prohibited, Please view our Terms and Conditions and Privacy policy , https:llwww-us.computershare.comllnvestorISecurity ISummary .asp 3/10/2008 Lomputershare - Shareholder Services - Account Details Page 1 of 1 ~ \~J.tJlL-G )~ "l-l :!:JO .. Account Details Certi fica tes Company Name Holder Name AT&T INC RICHARD H BENNIE & THEltv1A E BENNIE TR UA 08/23/94 RICHARD H BENNIE & THELMA E BENNIE LIVING TRUST Issued Capital Stock 10 Mar 2008 at&t Balances as of 10 Jul 2007 Select Date: 10 Jul ~ Share Class Register Balance DSP - COMMON STOCK Plan Holdings 515.000790 "',~<u~~...._~,.=,,~..~"WN"'_~~..,W~'.=v~.-~,,~_m=_~w.'~""--..,=_..".~,,,,=..~,,.w....~_..,,,,,,~w,'=w^=""~"'...,,,,,~..~~,...,.~~N~W____,.,.,~,.-m,,,""'~'~__"H~^",,",,~~'~~W""""~""'~'.."m~'m~~='~""'~""_""~W"W^','W_"'.VH_m.Wm~',"~__N_w~WW,~w.'..'_'^'mu^'=.'.,,^,~ Account Details ,Account Number ******63932 'Tax Certification Issued Capital Steck Certified iv10dify Category iReinvestment Plan Full Dividend Reinvestment lVlodifv iv10dify Payment Instructions Instructions Present IEmai! Address 410 DEERFIELD ROAD CAMP HILL PA 1.7011-8438 UNITED STATES No details ~.1odify Address Modify Important Note: Market data from close of previous day. The above balance does not include any transaction in the course of processing. This balance is for information purposes only and should not be relied upon to support any contemplated transactions. Please contact us if you require information which predates the oldest information displayed, as only a certain amount of data is retained on our system. @ Reuters Limited. Click for Restrictions. REUTERS ::~ Copyright @ 200/ Computershare Limited. All rights reserved. Reproduction in vl/hoie or in part in any form or medium without express written oennission of Computershare limited is prohibited. Please view our Terms and Conditions and Privacy policy. https://www-us.computershare.com/lnvestor/Security/Summary.asp 3/10/2008 '-'I.Hl1J!ULCl :Sllan:: - ~narenOlaer :servIces - Account Details Page 1 of 1 ~~v\sLG- Si:~ ' --' r-") 31 iiI i!\,ccount DetaiLs Certificates Company Name Holder Name Category at&t AT&TINC RICHARD H BENNIE & THELfv1A E BENNIE TR RICHARD H BENNIE & THELlV1A E BENNIE LIVING TRUST UA 08/23/94 Issued Capital Stock 10 Mar 2008 Balances as of 10 Jul 2007 ~""~"",'.__^~_",^,___.w=v_w,__"~,~"~"",,,,,__~,",,^..........=......,,,,,,,,,,~~,,,,,,,,,_,'..,...,..........".~,...~___~,"<'''''...~_~'''N<W~._~N..-^'''',............."..._.~_'~m_Nm.v=_~''d.."',~-="""'~'A~'^"_~'~""^~,^_w"~",,,,,,,,,Y_-'=""'="^"~'n".,,"___.""_'.........~hy~_=~"'.A=......y_...=_,.__~~ Select Date: 10 Jul ~ Share Class Register Balance COM!'10N STOCK Certificated 558 DSP - CQt<ll\lON STOCK Plan Holdings 1,428,848388 Account Details Account Number ******50472 c.ategory Issued Capital Stock Tax Certification Certified Modify Rleinvestment Plan Dividends paid in cash on 1119 shares Modifv Payment Instructions Emai! Address No Details 410 DEERFIELD RD CAMP HILL PA 17011 UNITED 5T,'\ TES No details ~'lodif'f Address Modifv ~'lodif'f Important Note: Market data from close of previous day, The above balance does not include any transaction in the course of processing, This balance is for information purposes only and should not be relied upon to support any contemplated transactions, Please contact us if you require information which predates the oldest information displayed, as only a certain amount of data is retained on our system. Reuters Limited. Click for Restrictions, REUTERSi; Copyright @ 2007 Computershare Limited, All rights reserved, Reproduction in whoie or in part in any form or medium without express written permission of Computershare Limited is proilibited, Please view our Terms and Conditions and Privacy policy, https://www-us,computershare.com/lnvestor/Security /Summary .asp 3/1 0/2008 A1'1': Historical Prices for AT - Yahoo! Finance Yahoo' My Yahoo! Ma,! Mor€.Welcom~ahei!lll!rJ<i6r:tiC}fIUIl.pa~eelp 'bgeotFINA..f'1.t:E t;~~~;,~~~f.~) Page 1 of2 5cJ.~~ v<L (;. ---- <:C. ~..,.s )..'7 ~ ~ 0-, - 3) Dow ..... 0.15% Nasdaq.... 0.22% Friday, September 28, 2007, 12:S4PM ET - U.S. Markets close in 3 hours and 6 minutes. - Symbol Lookup At 12: 13PM ET: 23,87 't 0.22 (0.93%) Enter Symbol(s) A'r (ATT) 100 FREE TRADES Active Traders ij~, Sotcuritillll:1 AMERITRADE Historical Prices Finance Search jGoj Get Historical Prices for: SET DATE RANGE Start Date: Jul 2007 2007 Eg. Jan 1, 2003 '~!Daily Weekly Monthly Dividends Only 10 End Date: Jul 10 Get Prices First I Prev I Next 1 Last PRICES Date Open High Low Close Volume Adj Close* 10..Jul-07 24.62 24.65 24.51 24.58 97,500 24.18 * Close price adjusted for dividends and splits. First I Prev I Next I Last ("b] Download To Spreadsheet f~O\I\ ~q,5o .x: AddJo Portfolio '1;,;.' Set Alert Email to a Friend ADVERTISEMENT Powerful too~s you can actually use. What a concept Get Historical Prices for Another Symbol: ~ Svmb91 Lookl.IQ Stock S~reener . ~Rlit~ http://finance.yahoo.com/q/hp?s=A1'T&a=06&b=1 0&c=2007 &d=06&e= 1 0&f=2007 &g=d 9/28/2007 ~~'UJ:-''''''''~''U<U'' - 0udlt:alU1Ut::r ,:,erVlces - A.ccount UetaI1S .Page 1 ot 1 .scW~J~~ 3d.- >II Account Details Certificates Company IDEARC INC Name H ld N RICHARD H BENNIE & THELMA E BENNIE TR RICHARD H BENNIE & () er ame THELI'<1A E BENNIE LIVING TRUST VA 08/23/94 Issued Capita! Stock i ~ Balances as of 10 Jul 2007 '~__'~wm_~~""___~_""''''''__'''''''m''''''=~'_'~,~''''^,_w"w'-'~m''''''''""~__~""""""""W"'_"'="''''''''~''~V__^,.WA_~__''~=_''''m'''''''~hW'_'__~~"'~"'=-~'^"__'=_~W""_~'=""""~___~"'__'~~~~"~W='~'"''~"-=~~"""~"^"m;,"""'k"""~",,_,,~,,,-..w.'~""'~ Select Date: 10 Jul 2007 ~ Share Class Register Balance COMt./fON STOCK Book Entry 28 DSPP - Cm/jl\lON STOCK Plan Holdings 0.240175 Account Details Al:count Number ';'*****47019 Category Issued Capital Stock Tax Certification Certified !Ylodify RE~investment Plan Full Dividend Reinvestment Modify P'3Iyment Instructions Instructions Present 410 DEERFIELD RD CAMP HILL PA 17011-8438 UNITED STATES No deta!is ~/jodify Address i'1odify Email Address !'1odify Important Note: Market data from close of previous day. The above balance does not include any transaction in the course of processing. This balance is for information purposes only and should not be relied upon to support any contemplated transactions. Please contact us if you require information which predates the oldest information displayed, as only a certain amount of data is retained on our system. @ Reuters Limited. Click for Restrictions. REUTERS :i.' Copyright ',c;J 2007 Computersllare Limited. All rights reserved. Reproduction in whole or in part in any form or medium without express written permission of Computershare Limited is prohibited. Please view our Terms and Conditions and Privacv policy. https://www-us.computershare.com/Investor/Security/Summary. asp 3/1 0/2008 _........,.........t"-.._.A.u...~'--...... ~J..J."-1.""'l..lV.lu.\...L 1..J~1 V 1'-'C;~ - r\..\,.i.....UUlll .LJC:ldll~ J:'age 1 ot 1 .<l J\ccount Details Certificates 5ckd G- ~:> ~M33 Company IDEARCINC Name . . H ld l' RICHARD H BENNIE & THELi'1A E BENNIE TR NFBO RICHARD H o er 'lame BENNIE & THELfv1A E BENNI EN LIVING TR 8/23/94 i ~ Category Issued Capital Stock Balances as of 10 Jul 2007 Select Date: 10 Jut 2007 ~ Share Class Register Balance COj\H'lON STOCl< Book Entry 37 DSPP- Cm4MON STOCK Plan Holdings 0.326111 t\ccount Details Account Number '~*****15983 Category Issued Capital Stock Certified Fteinvestment Plan Full Dividend Reinvestment Modify fvlodifv lVlodifv i"ax Certification Payment Instructions Instructions Present E:mail Address 410 DEERFIELD RD CAMP HILL PA 17011-8438 UNITED STA.TES No details Modify t~dd ress ~/lodif'l ][mportant Note: Market data from close of previous day. The above balance does not include any transaction in the course of processing. This balance is for information purposes only and should not be relied upon to support any contemplated transactions. Please contact us if you require information which predates the oldest information displayed, as only a certain amount of data is retained on our system. @ Reuters Limited. Click for Restrictions. REUTERS :it Copyrigl1t @ 2007 Computershare Limited. All rights reset'ved. Reproduction in whole or in part in any form or medium without express written oermission of Computershare Limited is prohibited. Please view our Terms and Conditions and Privacv policy. https://www-us.computershare.com/Investor/Security/Summary.asp 3/1 0/2008 IAR: Historical Prices for IDEARC INC - Yahoo! Finance Page 1 of2 "YAHElOl;FINANCE' .,:!;I~b,.~~~!'. Sc'~",4- G- ~ ~"h~~6---- 35 {alioo' My Yahoo' Mal; MortWelcemEf,18he~rJQlJr:flqm:ei.pagElp Dew''''' 0.12.% Nasdaq ~ 0.19% Friday, September 28, 2007, 12:S7PM ET - U.S. Markets close in 3 hours and 3 minutes. - Enter Symbol(s) GET GUOTES Symbol Lookup Finance Search tdearc, Inc. (tAR) r~*TRAOE t'.NANC1A~ At 12:37PM ET: 31.20 ~O.43 (1.36%) Historical Prices Get Historical Prices for: jGOI SET DATE RANGE ADVERTISEMENT End Date: Jul 10 10 2007 2007 Eg. Jan 1, 2.003 '<!i Daily Weekly Monthly Dividends Only Start Date: Jul Get Prices First I Prev I Next I Last PRICES Date Open High Low Close Volume Adj Close* 10-Jul-07 35.86 36.19 35.85 36.01 1,378,600 35.60 * Close price adjusted for dividends and splits. First I Prev I Next I Last ;#" Download To Spreadsheet {Y~ (;. i'\ - :5c, 0 ~ )"j Add to Portfolio '(: Set Alert j:mail to a Friend Get Historical Prices for Another Symbol: ~ ~Ym.QgLLoolillQ Stock Screener . SQtiN http://finance.yahoo.com/q/hp?s= IAR&a=06&b= 1 0&c=2007 &d=06&e= 1 0&f=2007 &g=d 9/28/2007 VOD: Historical Prices for VODAFONE GRP PLC ADS - Yahoo! Finance {ai1()()' Mv YahoD' Mad M()f('Welcom~ahei4!rJ(llSrllgmei.pa!;l.~lp YAElElO' F I NANcr-~'"""'Lw~bS~~r~~; Page 1 of2 ~Nd~.~ . ../ <!.~~ ....') 5Y Dow .. 0.05% Nasdaq" 0.17% Friday, September 28, 2007, 2:24PM ET ~ U.S. Markets close in 1 hour and 36 minutes. Enter Symbol(s) { '.J . GET QUOTES . Symbol Lookup Finance Search - V()dafone Group pic (VOD) 1m AMERITRADE S9.99 TRADES NO SURPRISES Active Traders :.i~ 100 FREE TRADES [..TRIlDE s~cvriti~~ Hil!>torical Prices At 2:03PM ET: 36.33 .. 0.19 (0.52%) Scottrsde' -1'IJtfIU!Sf1'C Up 1.t1$ 1/Jo ;;:"'(( .;, ,.;~h. IGOI Get Historical Prices for: ADVERTISEMENT SET DATE RANGE Start Date: Jul Eg. Jan 1, 2003 '~'Daily i:, Weekly Monthly Dividends Only 10 10 2007 End Date: Jul 2007 Get Prices First I Prey I Next I Last PRICES Date Adj Close* Open High Low Close Volume 1 0~Jul~07 33.27 33.48 32.79 32.83 2,902,300 32.83 * Close price adjusted for dividends and splits. First I Prey I Next I Last ,(j" Download To Spreadsheet {n~J1Y1 - j 0, i :)0 *"-e>t '5 ~o-c-eS obicA\ ~cL ".(1 ~ ~ hI(;} Y\.L, ,.: Add to Portfolio '.j' Set Alert Email to a Friend I'Ttt'~' t't'j Get Historical Prices for Another Symbol: [~ Symbol lookup . Stock Screener . Splits http://finance.yahoo.com/q/hp?s=VOD&a=06&b=1 0&c=2007 &d=06&e= 1 0&f=2007 &g=d 9/28/2007 Computershare - Shareholder Services - Account Details Page 1 of 1 .. Account Details Certificates 5'c~d-~ G- ~ ~ VV\ ~5 Holding Company Name Holder Name Category Today's VERIZON COMMUNICATIONS INC. COMMON STOCK VERIZON COf"1MUNICATIONS INC RICHARD H BENNIE &. THELfv1A E BENNIE TR NFBO RICHARD H BENNIE & THELfv1A E BENNI ENLIVING TR 8/23/94 Issued Capital Stock 24 f<1ar 2008 ~.. verizJ1D Balance as of 10 Jul 2007 Select Date: 10 Jul 2007 ~ Share Class Register Balance COM !'10N STOCK Book Entry 376,000000 Account Details Account Number ******15983 Category Issued Capital Stock Standard W9Certified20 Iv10dify Tax Certification Email Address Not enrolled BELCO COIV1MUNITY CREDIT UNION 231380997 051200 Saving 410 DEERFIELD RD CM<1P HILL PA 17011-8438 UNITED STATES No details ~'JQQify: Reinvestment Plan Payment Instructions Modify Address iJlgQlfy ~Jj odif)' Important Note: Market data from close of previous day. The above balance does not include any transaction in the course of processing. This balance is for information purposes only and should not be relied upon to support any contemplated transactions. Please contact us if you require information which predates the oldest information displayed, as only a certain amount of data is retained on our system. @ Reuters Limited. Click mrf<estrlctions. REUTERS :it Copynght @ 2008 Computer~hare Limited. All rights reserved. Reproduction in whole or in part in any form or medium without express \Nritten permission of Computershare limited is prohibited. Please view our Terms and Conditions and PriviU;Y https://www-us.computershare.com/lnvestor/Security /Summary . asp 3/24/2008 Computershare - Shareholder Services - Account Details Page I of 1 ". Account Details Certificates 5c kvtv\i G- ) ~ V"I jS- Holding Company Name Holder Name Category loday's VERIZON COMMUNICATIONS INC. COMMON STOCK VERIZON COMf'.1UNICATIONS INC. RICHARD H BENNIE & THELMA E BENNIE TR RICHARD H BENNIE & THEU-1A E BENNIE LIVING TRUST UA 08/23/94 Issued Capital Stock 24 Mar 2008 ~. tierlZQP Balance as of 24 r'1ar 2008 Select Date: 24 Mar " 2008 ~ Share Class Register Balance Price Value COMf'.10N SlOCK Book Entry 570.000000 US$31.06 US$21,12A.20 Account Details Account Number ******47019 Category Issued Capital Stock Tax Certification Standard W9Certified20 Email Address Not enrolled BELCO COfvlt>1UNI1Y CREDIT UNION 231380997 051200 Checking 410 DEERFIELD RD CM<1P HILL PA 17011-8438 UNITED STATES No details 1'1odify !.1odify Reinvestment Plan Payment Instructions t>1 0 elif')' Address 1'1oclJfy t.lodify Important Note: Market data from close of previous day. The above balance does not include any transaction in the course of processing. This balance is for information purposes only and should not be relied upon to support any contemplated transactions. Please contact us if you require information which predates the oldest information displayed, as only a certain amount of data is retained on our system. ((:; Reuters Limited. ClickJQI Restrictions. REUTERS :i. Copyright @ 2008 Computershare Limited_, All rights reserved. Reproduction in livhole or in part in any form or medium without express written jLermission of Computershare Limited is prohibited, Please view our Terms and Conditions and Privacy https://www-us.computershare.com/Investor/Security /Summary .asp 3/24/2008 v L., rwnOflcal .t'flces lOr V..bKJZUN CUMMUN - Yahoo! Finance Yarlooi My Yahoo! Maii More New Mak@ '!~ l!IignElpagEip 5c f-Q.s\. vlt G- / r::t..4e- M 33 ~)!lW@bt&ea.<,,,,ftil!i'; !"'*'~~<" --ill Dow ... 0.98% Nasdaq..... 1.41 % Finance Search vn~"~___.~.~m~_~~_"~.W~M'_~~~Y"m.__~._"~__"~~""",,,^,,,___~~-'~--.~~m~_._~.~n-"'~~hU'U_._~.y~__v,,""_~U~~"~"_Vu_.u...,____~v.........,.~~,_..~"""u~_~~.._.._~..m.._~...,. At 1:47PM ET: 34.58 "J.. Verizon Communications Inc. (VZ) Historical Prices Page 1 of 3 Mon, Mar 10, 2008. 2:07PM ET - U.S. Markets clos. SET DATE RANGE Get Historical Prices for: IGOI Start Date: Jul End Date: Jul (~) Daily C:i Weekly () Monthly i::) Dividends Only Eg. Jan 1, 2003 10 2007 Get Prices First I Prey I Next I Last PRIC:ES Date Adj Close* Open High Low Close Volume 10-Jul-07 41.75 41.78 40.46 40.52 15,657,200 39.74 * Close price adjusted for dividends and splits. First I Prev I Next I Last ..!). r'1 Download To Spreadsheet f't~v\,V\ '"::: I ~-tL Il ADVERTISEMENT http://finance.yahoo.com/q/hp?s=VZ&a=06&b=1 0&c=2007 &d=06&e= 1 0&f=2007 &g=d 3/1 0/2008 o c:;o ~~ :D SECOND AMENDMENT .:;.~~ P TO THE;:SIj) 'U)r RICHARD H. BENNIE AND THELMA E. BENNIE-i no LIVING TRUST ;2-n ':=Q ::..... -...::J y ~ c::;:;) a:::> :J:7 -0 :;;0 , U) ~ 'B .. U1 o /] ':.+; -':) ("") ,"'" I: ._ ,~) ~ .1 .! ~::i"t On August 23, 1994, we, RICHARD H. BENNIE and THELMA E. BENNIE signed the RlCHARD H. BENNIE AND THELMA E. BENNJE LIVING TRUST, as Trustors, more f0l111ally known as RICHARD H. BENNIE and THELMA E. BENNIE, Trustees, or their successors in trust, under the RICHARD H. BENNIE AND THELMA E. BENNIE LIVING TRUST dated August 23, 1994, and any an1endments thereto On May 13, 1998, we signed a First Amendment and Restatement to the RICHARD H. BENNIE AND THELMA E. BENNIE LNIN'G TRUST. Pursuant to th~ light reserved to us tmder Article Four ofthe trust agreement refelTed to above which allows me to amend our Living Trust in writing at any time, we hereby anlend that Trust Agreement and the First Amendment and Restatement to the Trust Agreement in the following respects: 1. We hereby add the following new Article Eleven, Section lc. to our Living Tmst Agreement as follows: Section Ic. Adjustment of Shares for Outstanding Loans Notwithstanding the above provisions of tIns Section 1, if any of our beneficimies have loans outstanding when our Trustee is required to divide the Trust Estate into shares, said beneficiaries' share shall be reduced by the outstanding balm1ce of their loan. We confirm and readopt the remaining provisions of our original Trust Agreement and the First Amendment and Restatement to our trust agreement, reserving to ourselves the right to amend fmiher that Trust Agreement, the First Amendment and Restatement to the Trust Agreement and this Amendment thereto. Dated: {\.f{; \ ~~ ,2001. /f1,J!a,4~{'!~rt..-rK~/ RlCHARD H. BENNIE, Trustor and Trustee ~!Id&~ THELMA E. BENNIE, Trustor and Trustee 2 COMMONWEALTH OF PENNSYLVANIA) ) COUNTY OF DAUPHlN ) We, Kd1't T. C xee {'\ and -.bCD_0?-L SI.tQlu1Z.l the witnesses whose names are signed to the attached or foregoing instrument, being duly qualified according to law do depose and say that we were present and saw the trustors sign and execute the instrument as the Second Amendment to their Revocable Trust; that the trustors signed willingly and executed it as their free and voluntary act for the purposes therein expressed; that each subsClibing witness in the heming and sight of the trustors signed the instll.lillent as a witness; and that to the best of our lmowledge the trustors were at that time eighteen or more yem"s of age, of sound mind and under no constraint or undue influence. ~1% J Cwcl. ~E.~ We, RICHARD H. BENNIE and THELMA E. BENNIE, trustors, whose names are signed to the attached or foregoing instrument, having been duly qualified according to law, do hereby acknowledge that we signed and executed the instrllillent as the Second Amendment to our Revocable Trust; that we signed it willingly; mld that we signed it as our fi.-ee and voluntary act for the purposes therein expressed. eei"IAiA-O[/~~~LLf?/ RICHARD H. BENNIE . n ~ ~i1J1.-tLC~\' C1~ THELMA E. BENNIE (Ccg\P~ This LIVING TRUST prepared for RICHARD H. BENNIE and THELMA E. BENNIE o James, Smith, Durkin & Connelly 134 Sipe Avenue Hummelstown, P A 17036 (71 i) 533-3280 FAX (711) 533-2795 .~ James. Smith. Durkin & Connelly All Rights Reserved ,...." --::-::;-;" .- :' ~~:. ~..;..:) ::"jI.~ -.cJ ::'J I \..W ~- -,,:.;.,. C::l en <:;:) Article One Article Two Article Three Article Four Article Five Article Six Article Seven Article ~ig)lt Article Nine Article Ten .Article Eleven Article Twelve Article Thirteen Article Fourteen Article Fifteen RICHARD H. BENNIE AND THELMA E. BENNIE LIVING TRUST Table of Contents Creation of .A..mendment and Restatement . . . . . . . . . . . . . . . . " 1-1 The Trust ~state . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. 2-1 Appointment of Trustees. . . . . . . . . . . . . . . . . . . . . . . . . . . . .. 3-1 Trustors' Lifetime Rights. ............................ 4-1 Administration at Death of First Trustor .................. 5-1 Specific Distributions of Trust Property . . . . . . . . . . . . . . . . . .. 6-1 Division into Suivivor's Share and Family Share. .. . . . . . . . . .. 7-1 The Survivor's Trust. ............................... 8-1 The F amily Trust . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. 9-1 Common Pot Trust . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. 10-1 Division and Distribution of Trust Property. . . . . . . . . . . . . . .. 11-1 Distribution If No Designated Beneficiaries. . . . . . . . . . . . . . .. 12-1 Trustee Administration ............................. 13-1 Trustee Powers .................................. 14-1 General Provisions. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. 15-1 First Amendment and Restatement of the RICHARD H. BENNIE AND THELMA E. BENNIE LIVING TRUST Article One Creation of Amendment and Restatement Section 1. Parties to Our Trust Amend.ment and Restatement This First Amendment and Restatement, dated MAY 1 3 1998 , of our Living Trust is made between RICHARD H. BENNIE, the Husband Trustor, and THELMA E. BENNIE, the Wife Trustor, (collectively referred to as "Trustors"), and the following Initial Trustee(s): RICHARD H. BENNIE TIffiLMA E. BENNIE Section 2. Trust Recitals Trustors and Trustee(s) entered into a Trost Agreement dated August 23, 1994 ("Trust Agreement"). Under Article Four, Section 3 of that Trust Agreement, Trustors reserved the right to amend or revoke the Trust Agreement in whole or in pan. By this Amendment and Restatement, we desire to amend and restate the entire existing Trust Agreement and Trustee(s) agree to accept the changes set fonh in this Amendment and Restatement. Section 3. Name of Our Trust Our Trust may be referred to as the: RlCHARD H. BENNIE AND THELYfA E. BENNIE LIVING TRUST dated August 23, 1994 1-1 The formal name of our Trust and the designation to be used for the transfer of title to the name of our Trust is: RICHARD H. BENNIE and THELMA E. BENNIE, Trustees, or their successors in trust, under the RICHARD H. BENNIE - AND THELMA E. BENNIE LIVING TRUST dated August 23, 1994, and any amendments thereto. Section 4. Revocable Living Trust Our Trust is a revocable trust except as specifically provided otherwise. Section 5. Trustors as Trustees Unless otherwise provided in our Trust Agreement, when either one of is serving as Trustee under our Trust, that Trustee may conduct business and act on behalf of our Trust without the consent of any other Trustee. Any Trustor acting under this Section 5 may only deal with the other Trustor's Contributive Share in a fiduciary capacity. Section 6. Creation of IRe Section 401(a)(9) Irrevocable Trust Notwithstanding any other provision of our Trust Agreement. the Retirement Subtrust of any Trust described in Article Seven is hereby deemed to be irrevocable upon execution of oll! Trust Agreement. Any such irrevocable subtrust sball remain unfunded until funded pursuant to a Beneficiary Designation. 1-2 Section 7. Our Family Unless specifically provided otherwise elsewhere in our Trust Agreement and in expansion of the provisions of Section 14.b of Article Fifteen, all references to "our children" are to all of the children later identified in this Section 7, but only to those children and any children born to or adopted by us subsequent to the execution of our Trust Agreement. a. Mutual Children The names and birth dates of our mutual children are as follows: Name Birth Date BEVERLY 1. BAIRD RONALD L. BENNIE RlCHARD K. BENNIE RHETT A. BENNIE January 23, 1943 September 26, 1947 June 19, 1951 August 20, 1961 1-3 Article Two The Trust Estate Section 1. Initial Transfer of Property We hereby assign, convey, transfer and deliver to our Trustee all property set forth on Schedules "A", "B" and "C", attached hereto, and made part of our Trust Estate. Our Trustee acknowledges receipt of all assets listed on the attached Schedules. All assets titled in the name of our Trust or in the name of our Trustee, but not listed on Schedules "A", "B" or "C", shall be considered a part of our Trust Estate as if they had been set forth on the attached Schedules. Each Trustor acknowledges and understands the nature of each Trustor's property as community property, quasi-community property, tenancy in common property or separate property. Section 2. Additional Transfers to Trust We, or any other person or entity, may transfer or devise to our Trustee additional assets, real or personal, and may name our Trustee as the beneficiary of life insurance policies, annuities, retirement plans or similar contracts. Such assets, policies and proceeds, upon acceptance by our Trustee, shall be a part of our Trust Estate, subject to all the terms of our Trust Agreement. Section 3. Character of Trust Assets All community property, quasi-community property, tenancy in common property and separate property transferred by a Trustor into our Trust shall retain its character as community property, quasi-community property, tenancy in common property, or separate property. All such property transferred by a Trustor, and income thereon or withdrawals thereof, shall be such Trustor's separate Contributive Share of our Trust Estate. Section 4. Acceptance of Trust Property All property transferred to our Trust and accepted by our Trustee shall be held, administered and distributed according to the terms of our Trust Agreement. 2-1 Section 5. Trust Property Schedule The trust property transferred to our Trust is set forth on the following Schedules: Schedule "A" Tenancy in Common Property, Community Property and Quasi-Community Property of Husband and Wife Schedule "B" Separate Property of Husband Schedule "C" Separate Property of Wife 2-2 c. Removal by Others After the death or incapacity of both of us, any Trustee may be removed at any time for cause by a majority vote of the beneficiaries then entitled to receive income or principal distributions under our Trust Agreement or their respective Personal Representatives. d. Notice to Removed Trustee Written notice of removal under our Trust Agreement shall be effective immediately when signed. by the person or persons authorized to make the removal and delivered to our Trustee personally or three business days after mailing by certified mail, return receipt requested. The written notice removing a Trustee shall identify the Successor Trustee. e. Transfer of Trust Property The Trustee so removed shall promptly transfer and deliver to the Successor Trustee all property of our Trust under the removed Trustee's possession and control. Section 4. Designated Successor Trustees Subject to the provisions of Section 3 of this Article, whenever a Trustee is removed, dies, resigns, becomes incapacitated, or is otherwise unable or unwilling to serve, the vacant Trustee position shall be filled as follows: a. Vacancy in Position of Trustee While We Are Both Alive and Competent We may serve as the only Trustees, or we may name any number of Trustees to serve with us. If any of these other Trustees subsequently fails or ceases to serve as a Trustee for any reason, we mayor may not appoint another to tIll th(~ vacancy as we both agree. b. Vacancy in Position of Trustee While One of Us Is Alive and Competent If only one of us is living and competent and a Trustee position becomes vacant, then that one of us mayor may not appoint another to fill the vacancy. 3-2 c. Incapacity Trustees of RICHARD H. BENNIE If RICHARD H. BENNIE becomes incapacitated while serving as an Initial Trustee, he shall be replaced by the following Incapacity Trustee(s): THELMA E. BENNIE If, for any reason, any Incapacity Trustee named above is unable or unwilling to serve, the following Successor Incapacity Trustee(s) shall serve in the priority listed until the list has been exhausted. Unless otherwise specified, if Co-Incapacity Trustees are serving, the next following named Successor Incapacity Trustee(s) shall serve only after all of the Co-Incapacity Trustees cease to act as Trustees: RONALD L. BENNIE AND RHETI A. BENNIE, OR THE SURVIVOR OF TIIEM d. Incapacity Trustees of THELMA E. BENNIE If THELMA E. BENNIE becomes incapacitated while serving as an Initial Trustee, she shall be replaced by the following Incapacity Trustee(s): = RICHARD H. BENNIE If, for any reason, any Incapacity Trustee named above is unable or unwilling to serve, the following Successor Incapacity Trustee(s) shall serve in the priority listed until the list has been exhausted. Unless otherwise specified, if Co-Incapacity Trustees are serving, the next following named Successor Incapacity Trustee(s) shall serve only after all of the Co-Incapacity Trustees cease to act as Trustees: RONALD L. BENNIE AND RHETI A. BENNIE, OR THE SURVIVOR OF THEM e. Death Trustees of RICHARD H. BENNIE Upon the death of RICHARD H. BENNIE, he or bis Incapacity Trustee, if either is then serving as Trustee, shall be replaced by the following Death Trustee(s): THELMA E. BENNIE '" '" .)-.) If, for any reason, any Death Trustee named above is unable or unwilling to serve, the following Successor Death Trustee(s) shall serve in the priority listed until the list has been exhausted. Unless otherwise specified, if Co-Death Trustees are serving, the next following named Successor Death Trustee(s) shall serve only after all of the Co-Death Trustees cease to act as Trustees: RONALD 1. BENNIE AND RHETI A. BENNIE, OR THE SUR VlVOR OF THEM f. Death Trustees of THELMA E. BENNIE Upon the death of THELMA E. BENNIE, she or her Incapacity Trustee, if either is serving as Trustee, shall be replaced by the following Death Trustee(s): RICHARD H. BENNIE If, for any reason, any Death Trustee named above is unable or unwilling to serve, the following Successor Death Trustee(s) shall serve in the priority listed until the list has been exhausted. Unless otherwise specified, if Co-Death Trustees are serving, the next following named Successor Death Trustee(s) shall serve only after all of the Co-Death Trustees cease to act as Trustees: RONALD 1. BENNIE AND RHETT A. BENNIE, OR THE SURVIVOR OF THEM Section 5. Definition of Incapacity A Trustee shall be considered incapacitated in the event that such Trustee has been determined to be legally incompetent by a court of competent jurisdiction; has been certified by two licensed physicians to be unable to properly handle his or her own affairs by reason of physical illness or mental illness; or otherwise is unable freely to communicate for a period of 90 days. 3-4 Section 6. No Designated Successor Trustees If at any time there is no Trustee acting under our Trust Agreement and there is no person or institution designated and qualified as a Successor Trustee, a majority of the beneficiaries then eligible to receive distributions of income or principal under our Trust Agreement, or their Personal Representatives, shall appoint a Successor Trustee. If any trust existing under our Trust Agreement lacks a Trustee and no successor is appointed pursuant to this Article, the vacancy shall be filled by a court of competent jurisdiction. Section 7. Responsibility of Successor Trustees Other than amending or revoking our Trust, a Successor Trustee shall have the same rights, powers, duties, discretions and immunities as if named as Initial Trustee under our Trust Agreement. No Successor Trustee shall be personally liable for any act, or failure to act, of any predecessor Trustee or shall have any duty to examine the records of any predecessor Trustee. A Successor Trustee may accept the account rendered and the property delivered by, or on behalf of, a predecessor Trustee as a full and complete discharge of the duties of the predecessor Trustee without incurring any responsibility or liability for doing so. 3-5 Article Four Trustors' Lifetime Rights Section 1. Income and Principal a. Right to Trust Income and Principal During our joint lifetimes, our Trustee shall pay to, or apply for, the benefit of a Trustor all or pan of the income and principal of such Trustor's respective Contributive Share as such Trustor may direct. b. Trustee Liability Upon any distribution of the income or principal of a Trustor's Contributive Share of our TruSt Estate authorized or directed by such Trustor, our Trustee shall incur no liability to the other Trustor in respect of such distribution; shall be under no obligation to seek the approval, verification or concurrence of the other Trustor to such distribution; and shall have no responsibility for the application of any distribution made in the name of a Trustor. c. Alccounth1g Our Trustee shall retain reasonable records sufficient under the circumstances to prevent commingling of Contributive Shares. Section 2. Trustors' Rights During Incapacity a. Definition of Incapacity A Trustor shall be considered incapacitated in the event that such Trustor has been determined to be legally incompetent by a court of competent jurisdiction; has been certified by two licensed physicians to be unable to properly handle his or her own affairs by reason of physical illness or mental illness; or otherwise is unable freely to communicate for a period of 90 days. Notwithstanding any other provision of our Trust Agreement, if a Trustor becomes incapacitated it is nevertheless conclusively presumed that such Trustor intends to return home. 4-1 b. Income and Principal Distributions Our Trustee, during the period of a Trustor's incapacity, shall pay to, or apply for, such Trustor's benefit as much of the net income and principal of such Trustor's Contributive Share as our Trustee, in our Trustee's discretion, shall deem necessary or advisable. c. Income and Principal Distribution for Non-incapacitated Trustor If directed by an incapacitated Trustor's Attorney-in-Fact, after making payments authorized under Section 2. b of this Article, during the period of such a Trustor's incapacity our Trustee shall pay to, or apply for, the benefit of the other Trustor as much of the incapacitated Trustor's Contributive Share as our Trustee, in our Trustee's discretion, shall deem necessary or advisable, from time to time, for the other Trustor's health, education, maintenance and support, taking into consideration such Trustor's other income or resources. d. Tax and Government Benefits Planning During our joint lives, should either or both of us become incapacitated, our Trustee shall cooperate in tax and government benefits planning with the incapacitated Trustor's Attorney-in-Fact appointed under a durable power of attorney, but the primary concern of our Trustee shall be for our welfare and secondarily for such planning. Section 3. Right to Amend or Revoke Our Trust a. Power to Revoke and Amend While Both of Us Are Living Except as to any irrevocable Retirement Subtrust, while both of us are alive, we may at any time or times, by written notice fIled with our Trustee, amend any provision hereof or revoke our Trust in whole or in part, provided, however, that each of us shall only hold the powers to amend or revoke as to each Trustor's respective Contributive Share in our Trust Estate; and each Trustor shall have the power to partition our Trust into separate trusts consisting of each Trustor's respective Contributive Share. 4-2 b. Power to Revoke and Amend After Death of First Trustor Except as to any irrevocable Retirement Subtrust. after the death of the fIrst of us, the Surviving Trustor may at any time amend, revoke or terminate, in whole or in part, the Survivor's Trust in which the Surviving Trustor has a general power of appointment. All other trusts shall become irrevocable and shall not be subject to amendment after the death of the fIrst of us. C. Method to Revoke or Amend .L\.ny amendment or revocation of our Trust Agreement which affects a Trustor's Contributive Share of our Trust Estate shall be by a written instrument signed by the Trustor making the revocation or amendment and delivered to our Trustee. A copy of the instrUment making the amendment or revocation as to a Trustor's Contributive Share shall also be delivered to the other Trustor. An exercise of the power of amendment substantially affecting the duties, rights and liabilities of our Trustee shall be effective upon our Trustee only if agreed to by our Trustee in writing. d. Delivery of Property After Revocation After any revocation with respect to a Trustor's Contributive Share, our Trustee shall promptly deliver the trust property to the Trustor or Trustors to the extent of each Trustor's Contributive Share of our Trust Estate. e. Trustee's Retention of Assets Upon Revocation In the event of a revocation of all or a part of a Trustor's respective Contributive Share, our Trustee shall be entitled to retain sufficient assets from such Trustor's Contributive Share to reasonably secure the payment of liabilities our Trustee has lawfully incurred in administering the revoking Trustor's Contributive Share of our Trust unless either of us indemnify our Trustee against loss or expense. Section 4. Exercise of Trustors' Rights and Powers by Others Any right or power that a Trustor could exercise under the terms of our Trust Agreement over such Trustor's respective Contributive Share may be exercised for and on behalf of such Trustor by any Attorney-in-Fact who, at the time of the exercise. is duly appointed and acting for such Trustor under a valid and enforceable power of attorney executed by that Trustor. Other than as provided in this Section 4, the powers of any Trustor under our Trust Agreement are personal to such Trustor and may not be exercised by any other person or entity. 4-3 Section 5. Property Held as Nominee Subject at all times to the principle of our Trust Agreement that each Trustor's Contributive Share represents a segregated share of our Trust Estate, for administrative convenience it is contemplated that certain assets may be added to our Trust Estate from time to time with the possession and control thereof retained by or redelivered to us. Notwithstanding such control or redelivery, such assets shall be assets of our Trust Estate and held by us as the nominee of our Trustee. During the period such assets are in our possession, they shall be subject to the following terms and conditions: a. We may receive directly and devote to our own use and benefit any dividends, interest, income, or proceeds or distributions from or upon such assets and neither we nor our Trustee shall have any duty of accounting to the other or to any other person with regard thereto. b. Any sale, exchange or other transfer of such assets by us shall constitute a withdrawal of such assets from our Trust Estate and our Trustee shall have no further interest therein or duties with regard thereto. Though not a condition precedent to any such withdrawal, we agree to notify our Trustee of all such withdrawals. c. We shall be responsible for reporting the income from such assets to the appropriate taxing authorities and our Trustee shall have no responsibility for including such income on any fiduciary returns prepared by our Trustee or for the preparation of any other government fIling with respect thereto unless we duly notify our Trustee of such income items and a full and adequate accounting thereof is made and presented to our Trustee. d. We shall protect and indemnify our Trustee against all losses, liabilities and expenses that may result directly or indirectly from our use, possession, management or control of such assets. e. Upon the death or incapacity of either of us, our Trustee shall remain entitled to the possession thereof and shall continue to have all the rights, powers and duties with respect to such assets that are granted to our Trustee herein. Our Trustee is not responsible for assets held by us as nominee. However, it is also understood that our Trustee shall use any reasonable and prudent means to secure possession of any trust assets of which our Trustee has knowledge. Our Trustee shall have no duty, accountability or responsibility to us or to any other person with respect to any assets of which our Trustee has no knowledge or of which our Trustee is unable to obtain possession and control. 4-4 Article Five A.dministration at Death of First Trustor Section 1. Trustee's Discretion to Pay Debts and Taxes After the death of the first of us, unless other provision for payment has been made, our Trustee shall pay. the Deceased Trustor's following expenses, debts, claims and taxes from the Deceased Trustor's Contributive Share: a. Final medical expenses and all funeral costs; b. Legally enforceable claims against the Deceased Trustor; c. Reasonable expenses of administration of our Trust attributable to the Deceased Trustor's Contributive Share and the Deceased Trustor's probate estate; d. Any allowances mandated by a court of competent jurisdiction to those dependent upon the Deceased T rostor; e. Any estate, inheritance, succession, generation skipping transfer, or similar taxes payable by reason of the death of the first of us; and f. Any penalties or interest on any of the above expenses, claims, debts or taxes owed by the Deceased Trustor or the Deceased Trustor's probate estate. Section 2. Payment by Our Trust~ or Personal Representative Our. Trustee, in our Trustee's discretion, may make distributions authorized under this Article either directly to the person or entities to whom payment is owed or to the Personal Representative of the Deceased Trustor's probate estate. Written statements by the Deceased Trustor's Personal Representative that such sums are due and payable by the estate shall be sufficient evidence of their amount and propriety for the protection of our Trustee. Our Trustee shall be under no duty to see to the application of any such payments made to the Deceased Trustor's Personal Representative. 5-1 Section 3. Tax Elections If no Personal Representative has been appointed, with regard to the payment of any income tax, gift tax, estate tax, inheritance tax, generation skipping transfer tax or any other tax due because of the death of the fIrst of us, our Trustee shall have the right to make any available elections allowed under the law or to sign and me any tax return required because of the death of the fIrst of us. If a Personal Representative has been appointed, the Personal Representative shall have the foregoing rights and duties. Section 4. Payment of Death Taxes, Claims and Expenses a. Payment Out of Trust Property All death taxes, claims and expenses payable under the provisions of this Article shall be paid by our Trustee out of the Deceased Trustor's Contributive Share except as specifIcally provided for elsewhere in our Trust Agreement. b. Exception for Property Passing Outside of Our Trust Notwithstanding Section 4.a of this Article, unless specifically directed otherwise by another separate provision herein, all death taxes, claims and expenses attributable to assets passing outside of our Trust or the Deceased Trustor's probate estate shall be assessed against those persons receiving such property; provided, however, that under no circumstances shall any transfer to any benefIciary that qualifies for the federal estate tax marital or charitable deduction cause the property transferred or such beneficiary to bear any such taxes. c. Payment from Surviving Trustor's Contributive Share N otwitbstanding any other provision in our Trust Agreement or any other instrument, no death taxes, claims and expenses payable under the provisions of this Article shall be paid from the Contributive Share of the Surviving Trustor. Section 5. Apportionment of Expenses, Claims and Taxes Notwithstanding Section 4.a of this Article, unless specifically directed otherwise by another separate provision herein, all expenses, claims and taxes attributable to any specifically distributed property shall be apportioned to the beneficiaries of such specific distributions. Any distribution of specific trust property under our Trust Agreement shall pass subject to all liens, mortgages or encumbrances attributable thereto. 5-2 Section 6. Exception to Apportionment of Death Taxes Notwithstanding any provision herein to the contrary, it is our intent, and we hereby direct, that to the extent practicable no death taxes shall be apportioned to or against any part of our estates or the trusts or shares created by our Trust Agreement, or any beneficiary thereof, which qualifies for the federal estate tax marital deduction or charitable deduction. 5-3 Article Six Specific Distributions of Trust Property Section 1. Fractional Gift of Income in Respect of a Decedent After the death of the fIrst of us, our Trustee shall distribute a fraction of all items of income in respect of a decedent attributable to the Deceased Trustor's Contributive Share of our Trust Estate to the Family Trust. Any income in respect of a decedent not distributed to the Family Trust shall be distributed to the Survivor's Trust. The fraction to be distributed to the Family Trust shall be determined by dividing the Deceased Trustor's Unused Unified Credit Equivalent, after taking account of all property passing that is includable in the Deceased Trustor's gross estate, other than by any form of Beneficiary Designation, by the value of all items of income in respect of a decedent in the Deceased Trustor's Contributive Share of our Trust Estate or otherwise received by our Trustee due to the death of the Deceased Trustor. Section 2. Estate Planning Letter or Memorandum To the extent permitted by state law and not necessary to fully utilize a Deceased Trustor's Unused Unified Credit Equivalent, our Trustee shall distribute personal or household items from a Deceased Trustor's Contributive Share of our Trust Estate to such persons as the Deceased Trustor may direct by a written instrument signed by the Trustor and delivered to our Trustee. Section 3. Specific Distribution Not a Part of Our Trust Estate If the property making up any specific distribution set forth in this Article is not part of our Trust Estate at the time such specific distribution is to be made and will not become a part of our Trust Estate within a reasonable time, our Trustee shall disregard that specific distribution. Section 4. Other Specific Distributions Our Trustee shall make no other specific distributions of trost property to any beneficiaries under our Trust Agreement. All other distributions of trust property shall be made in accordance with the Articles that follow. 6-1 Article Seven Division into Survivor's Share and Family Share Section 1. Division of Our Trust Estate Upon the death of the tirst of us, our Trustee shall allocate and distribute our remaining Trust Estate, including any property that becomes distributable or payable to our Trustee at the Deceased Trustor's death, into two separate shares to be identified as the Survivor's Share and the Family Share. a. Surviving Trustor's Property Transferred to the Survivor's Share The Survivor's Share shall consist of the Surviving Trustor's Contributive Share of our Trust Estate held by our Trustee. b. Deceased Trustor's Property Transferred to the Survivor's Share The Survivor's Share shall also consist of all assets of the Deceased Trustor's Contributive Share not distributed to the Family Share. c. Survivor's Share to Be Administered as Survivor's Trust The Survivor's Share shall be held, administered and distributed according to the provisions of the Survivor's Trust as set forth in Article Eight of our Trust Agreement. Our Trustee, however, shall allocate to a separate irrevocable subtrust of the Survivor's Trust, hereby created and to be known as the Survivor's Retirement Sub trust, all assets to be received by reason of any Beneficiary Designation. Except for the irrevocability of the Survivor's Retirement Subtrust (and that if the Survivor's Trust is divided into two shares that the Retirement Subtrust shall be made part of the Survivor's Share that does not hold the Surviving Trustor's Contributive Share), our Trustee shall administer the Survivor's Trust and the Survivor's Retirement Subtrust with like effect as if each, separately, were the Survivor's Trust. d. Property Transferred to the Family Share The Family Share shall consist of an amount of the Deceased Trustor's Contributive Share equal to the Deceased Trustor's Unused Unified Credit Equivalent. 7-1 e. Family Share to Be Administered as Family Trust The Family Share shall be held, administered and distributed according to the provisions of the Family Trust as set forth in ArtiCle Nine of our Trust Agreement. Our Trustee, however, shall allocate to a separate irrevocable subrrust of the Family Trust, hereby created and to be known as the Family Retirement Subrrust, all assets to be received by reason of any Beneficiary Designation. Except for the irrevocability of the Family Retirement Subtrust, our Trustee shall administer the Family Trust and the Family Retirement Subtrust with like effect as if each, separately, were the Family Trust. Section 2. Allocation and Valuation of Assets In allocating assets between the Survivor's Share and the Family Share, our Trustee shall allocate the trust assets between the Survivor's Share and the Family Share in cash or in kind, or partly in each, on a pro rata or non pro rata basis, and in undivided interests or not; subject, however, to the following: a. Qualification for Marital Deduction Our Trustee shall allocate from the Deceased Trustor's Contributive Share to the Survivor's Share only those assets that qualify for the marital deduction. b. Valuations of Allocations in Kind Assets allocated in kind shall be valued on the basis of their values as fmally determined for federal estate tax purposes; provided, however, that our Trustee shall act impartially, consistent with equitable principles requiring impartiality among beneficiaries, in allocating assets so that any distribution of assets shall be made of assets, including cash, fairly representative of appreciation or depreciation in the value of all property thus available for distribution. c. Income The Survivor's Share shall be entitled to a pro rata share of the income earned on the Deceased Trustor's Contributive Share and probate estate from the date of the Deceased Trustor's death, including a share of income earned on assets used to discharge liabilities. 7-2 d. Foreign Death Tax Credit Our Trustee shall not allocate assets that qualify for the foreign death tax credit to the Survivor's Share unless all other assets or interests available for allocation have been so allocated. e. Insurance Policies Any policy of insurance on the life of any person shall be allocated to the Family Share unless such allocation would cause an estate tax to be due. Notwithstandincr ::> any other provisions to the contrary, the Surviving Trustor shall not have the right, either individually or in a fiduciary capacity, to hold or control any incident of ownership in, or exercise any power over, any such policy which insures the life of the Surviving Trustor. Section 3. Intention That Survivor's Share Qualify for Marital Deduction We intend that the Survivor's Share qualify for the federal estate tax marital deduction and our Trust Agreement. shall be construed accordingly. All other provisions of our Trust Agreement shall be subordinate to that intent. If the granting of any right, power, privilege, authority or immunity to our Trustee or another person and the imposition of any duty upon our Trustee or another person by any provision of our Trust Agreement would disqualify any share or interest of a Surviving Trustor hereunder from qualifying for the federal estate tax marital deduction provided by Section 2056 of the Code, such provision shall be ineffective if and to the extent that the same, if effective, would so disqualify such share or interest. Notwithstanding any other provision in our Trust Agreement to the contrary, the Surviving Trustor at any time shall have the right to direct our Trustee, in writing, to convert within a reasonable time any underproductive trUst property held in the Survivor's Trust to reasonably productive property. Section 4. Disclaimer of Property Any property or portion of property that is disclaimed by the Surviving Trustor shall be held, administered or distributed according to the following terms: a. Property Disclaimed The Surviving Trustor may disclaim any property held for or to be distributed to or for the benefit of the Surviving Trustor under our Trust Agreement. * 7-3 b. Time to Disclaim The Surviving Trustor may disclaim within the time limits and under the conditions permitted by the laws regulating disclaimers. c. Delivery of Disclaimer to Our Trustee A disclaimer by the Surviving Trustor may be exercised by the delivery to our Trustee of an irrevocable and unconditional refusal to accept any or all property interests passing to the Surviving Trustor or the Survivor's Share. d. Disclaimer of Surnvor's Share If the Surviving Trustor exercises a disclaimer with respect to any or all property set aside as the Survivor's Share, such disclaimed interest shall be added to the Family Share. Notwithstanding any other provisions of our Trust Agreement to the contrary, any such disclaimed property and income thereon shall not be subject to any power of appointment held by the Surviving Trustor other than a limited power of appointment relating to an ascertainable standard regarding the Surviving Trustor's health, education, maintenance and support. e. Disclaimer of Family Share If the Surviving Trustor exercises a disclaimer with respect to any or all property set aside as the Family Share, such disclaimed interest shall be distributed under the relevant terms of the Family Trust. " 7-4 Article Eight Survivor's Trust Section 1. Rights of Surviving Trustor in the Survivor's Trust Our Trustee shall hold, administer and distribute the assets of the Survivor's Trust as follows: a. Payment of mcome Our Trustee shall pay to, or apply for, the benefit of the Surviving Trustor, so long as the Surviving Trustor lives, the entire net income of the Survivor's Trust in monthly or other convenient installments agreed upon by the Surviving Trustor and our Trustee, but not less often than annually. If our Trustee is entitled to payments from any Retirement Account, our Trustee shall allocate to income from payments received in any calendar year an amount equal to the income earned by the account in such year, and any excess shall be allocated to principal, and if the payments in such year are less than the amount equal to the income earned by the account in such year, the Surviving Trustor shall have the continuing right to require our Trustee to withdraw from the account and pay to the Surviving Trustor as income an additional amount so that the Surviving Trustor can be paid an amount equal to such income. b. Discretionary Payment of Principal At any time or times during the Surviving Trustor's life, our Trustee shall pay to, or apply for, the benefit of the Surviving Trustor so much of the principal of the Survivor's Trust as our Trustee deems proper for the Surviving Trustor's comfort, welfare, and happiness. In exercising discretion, our Trustee shall give consideration to all other income and resources then known to be readily available to the Surviving Trustor for use for these purposes. c. Right of Surviving Trustor to Withdraw Principal Our Trustee shall pay to the Surviving Trustor as much of the principal of the Survivor's Trust as the Surviving Trustor may from time to time demand in a signed writing delivered to our Trustee. 8-1 d. General Power of Appointment Subject to any payments required under Section 2 of this Article, upon the death of the Surviving Trustor, our Trustee shall distribute all of the Trust Estate of the Survivor's Trust, including the trust principal and accrued and undistributed income, to any person or entity and upon any trust terms and conditions, or to or in favor of the estate of the Surviving Trustor as the Surviving Trustor may direct by the Surviving Trustor's last will. No exercise of this power of appointment shall be effective unless it refers to our Trust Agreement and expressly indicates an intention to exercise this power of appointment. Our Trustee may rely upon any instrument that our Trustee in good faith believes to be the last will of the Surviving Trustor in carrying out the terms of this power of appoinnnent and shall not be liable for any good faith act in reliance upon that will even if for any reason it is later determined to be invalid with respect to its purported exercise of this power of appointment. If our Trustee receives no notice of the existence of a will of the Surviving Trustor within six (6) months after the death of the Surviving Trustor, our Trustee may distribute the Trust Estate of the Survivor's Trust as though this power of appoinnnent had not been exercised. and shall be conclusively presumed to have acted in good faith even if a valid will is thereafter discovered. Section 2. Termination Upon the Death of the Surviving Trustor The Survivor's Trust shall terminate upon the death of the Surviving Trustor. Our Trustee shall then hold and administer the balance of the Survivor's Trust as follows: a. Surviving Trustor's Debts and Taxes Our Trustee shall pay all of the Surviving Trustor's following expenses, debts, claims and taxes becoming due or payable by reason of the Surviving Trustor's death: 1. Final medical expenses and all funeral costs; 2. Legally enforceable claims against the Survivor's Trust or the Surviving Trustor's probate estate; 3. Reasonable expenses of administration of the Survivor's Trust and the Surviving Trustor's probate estate; 4. Any allowances mandated by a court of competent jurisdiction to those dependent upon the Surviving Trustor; 8-2 5. Any estate, inherirance, succession, death or similar taxes payable by reason of the death of the Surviving Trustor; and 6. Any penalties or interest on any of the above expenses, claims, debts or taxes owed by the Surviving Trustor or the Surviving Trustor's estate. Section 3. Administration of Remainder of Survivor's Trust After making all payments authorized in the preceding provisions of this Article, our Trustee shall hold and administer the Trust Estate of the Survivor's Trust as provided in the Articles that follow. Section 4. Payment by Our Trustee or Personal Representative Our Trustee, in our Trustee's discretion, may make distributions authorized under this Article either directly to the person or entities to whom payment is owed or to the Personal Representative of the Surviving Trustor' 5 probate estate. Written statements by the Surviving Trustor's Personal Representative that such sums are du~ and payable by the estate shall be sufficient evidence of their amount and propriety for the protection of our Trustee. OUf Trustee shall be under no duty to see to the application of any such payments made to the Surviving Trustor's Personal Representative. Section 5. Tax Elections With regard to the payment of any income tax, gift tax, estate tax, inheritance tax, generation skipping tax or any other tax required because of the death of the Surviving Trustor, if there is no Personal Representative, our Trustee shall have the right to make any available elections allowed under the law and shall be authorized to sign and file any tax return required because of the death of the Surviving Trustor. If there is a Personal Representative, the Personal Representative shall have the foregoing rights and duties. 8-3 Section 6. Generation Skipping Trust a. Creation of GST Shares One and Two Notwithstanding the preceding provisions of this Article, if the value of the Surviving Trustor's taxable estate (inclusive of the Survivor's Share) exceeds the Surviving Trustor's Unused Generation Skipping Tax Exemption Equivalent, the Deceased Trustor's assets allocated to the Survivor's Share, from whatsoever source, shall be segregated into separate shares identified as GST Share One and GST Share Two. b. Allocation to GST Share One and Share Two Our Trustee shall allocate to GST Share One that fraction of the Deceased Trustor's assets allocated to the Survivor's Share determined by dividing the Deceased Trustor's Unused Generation Skipping Tax Exemption Equivalent by the value of the Deceased Trustor's assets allocated to the Survivor's Share. Any assets nor allocated to GST Share One shall be allocated to GST Share Two. c. Administration of GST Share One Our Trustee shall hold, administer and distribute the assets of GST Share One as follows: 1. Payment of Income Our Trustee shall pay to, or apply for, the benefit of the Surviving Trustor, so long as the Surviving Trustor lives, the entire net income of GST Share One in monthly or other convenient installments agreed upon by the Surviving Trustor and our Trustee, but not less often than annually. 2. General Power of Appointment Over Undistributed Net Income Upon the death of the Surviving Trustor, our Trustee shall distribute all of the accrued but undistributed net income of GST Share One to any person or entity and upon any trust terms and conditions, or to, or in favor of, the estate of the Surviving Trustor, as the Surviving Trustor may direct by the Surviving Trustor's last will. No exercise of this power of appoinnnent shall be effective unless it refers to our Trust Agreement and expressly indicates an inrention to exercise this power of appointment. OUf Trustee may rely upon any instrument that our Trustee in good 8-4 faith believes to be the last will of the Surviving Trustor in carrying out the terms of this power of appointment and shall not be liable for any good-faith act in reliance upon that will. even if for any reason it is later determined to be invalid with respect to its purported exercise of this power of appoinnnent. If our Trustee receives no notice of the existence of a will of the Surviving Trustor within six. (6) months after the death of the Surviving Trustor, our Trustee may distribute the accrued but undistributed net income as though this power of appointment had not been exercised and shall be conclusively presumed to have acted in good faith even if a valid will is thereafter discovered. 3. Discretionary Payment of Principal At any time or times during the Surviving Trustor's life. our Trustee shall pay to. or apply for, the benefit of the Surviving Trustor so much of the principal of GST Share One as our Trustee deems proper for the Surviving Trustor's health. education. maintenance and support. In exercising discretion. our Trustee shall give consideration to all other income and resources then known to be readily available to the Surviving Trustor for use for these purposes. 4. Limitation on Discretionary Payment of Principal by Trustee Notwithstanding the provisions of Section 6.c.3 of this Article. we recommend, but do not require. that our Trustee shall first exhaust the principal from GST Share Two before making discretionary payments of principal from GST Share One. 5. Limited Power of Appointment By a last will. the Surviving Trustor shall have the limited testamemary power to appoint to. or for the benefit of, our joint descendants some or all of the principal. including unappointed income of GST Share One, as it exists at the date of death of the Surviving Trustor after payment of expenses. debts. claims and taxes pursuant to Section 6.c.7 of this Ankle. The Surviving Trustor may appoint trust assets under this limited testamentary power among our joint descendants in equal or unequal amounts, either directly or in trUSt. as the Surviving Trustor directs. 8-5 This limited testamentary power of appointment shall not be exercised in favor of the Surviving Trustor's estate, the creditors of the Surviving Trustor, the creditors of the Surviving Trustor's estate, or in any way that would result in any economic benefit to the Surviving Trustor. 6. Termination Upon the Death of the Surviving Trustor GST Share One shall terminate upon the death of the Surviving Trustor. Our Trustee shall then hold and administer the balance of GST Share One in accordance with me following provisions of this Section 6.c. 7. Surviving Trustor's Debts and Taxes Taking into consideration any waiver pursuant to section 2207 A of the Code in the last will of the Surviving Trustor, our Trustee shall pay all of the Surviving Trustor's following expenses, debts, claims and taxes becoming due or payable by reason of the Surviving Trustor's death; but from GST Share One only to the extent not paid from GST Share Two: (a) Final medical expenses and all funeral costs; (b) Legally enforceable claims against the Survivor's Trust or the Surviving Trustor's probate estate; (c) Reasonable expenses of administration of the Survivor's trust and the Surviving Trustor's probate estate; (d) Any allowances mandated by a court of competent jurisdiction to those dependent upon the Surviving Trustor; (e) Any estate, inheritance, succession, death or similar taxes payable by reason of the death of the Surviving Trustor; and (f) Any penalties or interest on any of me above expenses, claims, debts or taXes owed. 8-6 8. Payment by Our Trustee or Personal Representative Our Trustee, in our Trustee's discretion, may make distributions authorized under this Section either directly to the person or entities to whom payment is owed, or to the Personal Representative of the Surviving Trustor's probate estate. Written statements by the Surviving Trustor's Personal Representative that such sums are due and payable by the estate shall be sufficient evidence of their amount and propriety for, the protection of our Trustee. Our Trustee shall be under no duty to see to the application of any such payments made to the Surviving Trustor's Personal Representative. 9. Tax Elections With regard to the payment of any income tax, gift tax, estate tax, inheritance tax, generation skipping tax or any other tax required because of the death of the Surviving Trustor, if there is no Personal Representative, our Trustee shall have the right to make any available elections allowed under the law and shall be authorized to sign and me any tax return required because of the death of the Surviving Trustor. If there is a Personal Representative, the Personal Representative shall have the foregoing rights and duties. 10. Administration of Remainder of GST Share One After making all payments authorized above in this Article Eight, our Trustee shall hold and administer GST Share One as provided in the Articles that follow. d. Administration of GST Share Two Our Trustee shall hold, administer and distribute the assets of GST Share Two pursuant to the terms of Sections 1 through 5, inclusively, of this Article, and after making all payments authorized in said Sections, our Trustee shall hold and administer GST Share Two as provided in the Articles that follow. 8-7 Article Nine Family Trust Section 1. Rights of The Surviving Trustor in the Family Trust Our Trustee shall hold, administer and distribute the assets of the Family Trust as follows: a. Payment of Income Our Trustee shall pay to, or apply for, the benefit of the Surviving Trustor, so long as the Surviving Trustor lives, the entire net income of the Family Trust in monthly or other convenient installments as agreed upon by the Surviving Trustor and our Trustee, but not less often than annually. b. Discretionary Payment of Principal At any time or times during the Surviving Trustor's life, our Trustee shall pay to, or apply for, the benefit of the Surviving Trustor so much of the principal of the Family Trust as our Trustee in our Trustee's discretion deems proper for the Surviving Trustor's health, education, maintenance and support. c. Guidelines for Trustee's Discretion In exercising discretion, our Trustee shall give consideration to all other income and resources then known to be available to the Surviving Trustor. Our Trustee shall accumulate and add to principal any net income not distributed. d. Limitation on Discretionary Payment of Principal by Trustee We recommend, but do not require, that our Trustee shall fIrst exhaust the principal from the Survivor's Trust before making discretionary payments of principal to the Surviving Trustor from the Family Trust. 9-1 e. The Surviving Trustor's Right to Withdraw Principal The Surviving Trustor shall have the power to withdraw from the Family Trust principal each calendar year those amounts that shall not exceed the greater of five thousand dollars ($5,000) or five percent (5%) of the assets of the Family Trust, valued as of the end of the preceding calendar year. The Surviving Trustor shall exercise this power by a written instrument signed by the Surviving Trustor and delivered to our Trustee. This power is noncumulative and it shall lapse to the extent it is not exercised by January 31 of each calendar year. This power shall exist each year until the death of the Surviving Trustor. Section 2. Termination of the Family Trust On the death of the Surviving Trustor, the Family Trust shall terminate. All unappointed and undistributed trust assets, including any accrued and undistributed net income, shall be held, administered and distributed pursuant to the Articles that follow. 9-2 Article Ten Common Pot Trust At the death of the Surviving Trustor, our Trustee shall not create a Common Pot Trust. All of our Trust Estate that has not been distributed under prior Articles of our Trust Agreement shall be held, administered, divided and distributed according to the provisions of the .~cles that follow. 10-1 Article Eleven Division and Distribution of Trust Property Section 1. Division of Trust Property Into Shares While, to the extent practical, maintaining any previously established Generation Skipping Transfer Tax ratios relative to Trust property, our Trustee shall divide our Trust Estate not previously distributed into separate shares of equal value as follows: a. One Share for Each Living Child Our Trustee shall create one share for each of our then living children. b. One Share for Each Deceased Child Our Trustee shall create one share for each of our deceased children who has then living descendants. Section 2. Distribution of Trust Shares for Our Living Children Unless distributions from a trust share are withheld pursuant to Section 1 of Article Fifteen or as otherwise provided in Section 4 of this Article, our Trustee shall promptly distribute the trust share set aside for each of our living children to such children free of trust. Section 3. Distribution of Trust Share for Descendant of Deceased Child Unless distributions from a trust share are withheld pursuant to Section 1 of Article Fifteen or as otherwise provided in Section 4 of this Article, our Trustee shall promptly distribute, free of trust, the trust share set aside for our deceased children to their surviving spouse, so long as not remarried. If my deceased child has no surviving spouse, or such surviving spouse has remarried, our Trustee shall distribute the balance of the trust share to their surviving issue, per stirpes. If the surviving issue have already attained the age of 21 years, such trust share shall be distributed free of the trust. If the surviving issue have not reached the age of 21 years, our Trustee shall hold the balance of such trust share and distribute it when such grandchild has reached the age of 21 years. 11-1 If my deceased child has no surviving spouse or surviving issue, our Trustee shall distribute the balance of the trust share, in equal shares, to my surviving children. Section 4. Distributions to Underage or Incapacitated Beneficiaries Notwithstanding any provision to the contrary in our Trust Agreement other than Section 1. of Article Fifteen, if any beneficiary otherwise entitled to receive a distribution of trust property is under the age of 21 years or is incapacitated, as defined in Article Fifteen, our Trustee shall retain and administer such beneficiary's trust share for such beneficiary's benefit as follows: a. Our Trustee's Discretion Our Trustee may pay to, or apply for, the benefit of such beneficiary so much of the net income and principal of such beneficiary's trust share as our Trustee, in our Trustee's discretion, deems proper considering all other resources then known to be available to such beneficiary. b. Payments Made to Beneficiary or Personal Representative Our Trustee is authorized to make payments under this Section 4 directly to the beneficiary, to the beneficiary's Personal Representative or to any other person our Trustee may deem proper to be used for the benefit of the beneficiary. c. Trustee's Decisions Are Final All decisions by our Trustee as to whom our Trustee makes payments, the purposes for which payments are made and the amounts to be paid out of any trust share are within our Trustee's discretion. d. Undistributed Net Income All undistributed net income shall be accumulated and added to the principal of the trust share. e. Termination and Distribution Unless distributions from a trust share are withheld pursuant to Section 1 of Aniele Fifteen, our Trustee shall distribute the trust share to the respective beneficiary of the share under this Section 4 on the later to occur of (i) the date upon which such beneficiary reaches the age of 21 years or (ii) when such beneficiary is no longer incapacitated, as determined by a court of competent jurisdiction or upon certification by two licensed physicians that such beneficiary is properly able to care for such beneficiary's property and person. 11-2 f. Death of Incapacitated or Underage Beneficiary Subject to the other provisions of this Section 4, if any beneficiary whose trust share is being held in trust under this Section 4 dies before the compiete distribution of such beneficiary's trust share, the beneficiary's interest in such trust share shall lapse and our Trustee shall distribute such beneficiary's trust share to such beneficiary's then living descendants, per stirpes; or, if none, to our then living descendants, per stirpes. If we have no then living descendants, our Trustee shall distribute such beneficiary's trust share as provided in the Articles that follow. 11-3 Article Twelve Distribution If No Designated Beneficiaries NONE 12-1 Article Thirteen Trustee Administration Section 1. Required Vote for Co-Trustees a. Trustors Serving as Co-Trustees Unless otherwise provided in our Trust Agreement, if either one of us is serving as a Trustee under our Trust Agreement, that Trustee may make decisions and bind our Trust in the exercise of all powers and discretions granted to us as Trustees without the consent of any other Trustee. Any Trustor acting under this Section La may only deal with the other Trustor's Contributive Share in a fiduciary capacity. b. Unanimous Vote for Two Trustees Other than as provided in Section l.a of this Article, if only two Trustees are serving, they shall act unanimously in the exercise of all powers and discretions granted to them under our Trust Agreement. c. Majority Vote for More Than Two Trustees Other than as provided in Section l.a of this Article, if more than two Trustees are serving under our Trust Agreement, they shall act by majority vote and any exercise of a power or discretion by a majority of the Trustees shall have the same effect as an exercise by all of them. d. Court Order Resolves Disputes Other than as provided in Section 1.a of this Article, if the Trustees are not able to reach agreement on any decision as set forth in this Section 1, they shall petition a court of competent jurisdiction for instructions and shall take no action on the disputed matter until a court order deciding the issue has been rendered. Section 2. Power to Delegate Notwithstanding any other provision of our Trust Agreement, anyone or more of the Co-Trustees serving under our Trust Agreement may from time to time delegate to another Co-Trustee or Co- Trustees routine acts of trust administration. 13-1 Section 3. No Bond Required No Trustee specifically named under our Trust Agreement shall be required to post any bond for the faithful performance of such Trustee's responsibilities. Section 4. Trustee Compensation Other than when either of us is serving as Trustee, our Trustee shall be entitled to reasonable compensation for services rendered. Such compensation is payable without the need of a court order. In calculating the amount of compensation, customary charges for similar services in the same geographic area for the same time period shall be used as guidelines. Our Trustee shall also be entitled to reimbursement for reasonable costs and expenses incurred during the exercise of our Trustee's duties under our Trost Agreement. Any corporate fiduciary shall be entitled to receive compensation for its services in accordance with its published fee schedule in effect from time to time. Section 5. Change in Corporate Trustee Any corporate successor to the trust business of any corporate trustee named under our Trust Agreement or acting hereunder shall succeed to the capacity of its predecessor without re- conveyance or transfer of trust property. Section 6. Written Notice to Trustee Until our Trustee receives written notice of any death or other event which triggers the right to payments from any trust or trust shares created under our Trust Agreement, our Trustee shall incur no liability for distributions made in good faith to persons whose interests may have been affected by such event. Section 7. Duty to Account Our Trustee shall render accounts, upon request, to the income beneficiaries under our Trust Agreement at least annually, at the temrination of a trust created hereunder and upon a change in the Trustees in the manner required by law. 13-2 Section 8. No Court Supervision No trust or trust share created under our Trust Agreement shall require the active supervision of any state or federal court. 13-3 Article Fourteen Trustee Powers Section 1. Powers In addition to any power hereinafter specifically granted to our Trustee, it is our intention that our Trustee have the power respecting our Trust Estate that an absolute owner of such property would have. In accordance with such intention, any power our Trustee needs to administer our Trust Estate, which is not hereinafter listed, shall be considered as provided for herein. a. Retention of Property Our Trustee shall have the power to retain any property received into our Trust at its inception, or later added to our Trust without regard to whether our Trust investments are diversified, as long as our Trustee considers that retention is in the best interests of our Trust or is in furtherance of our goals in creating our Trust. Subject to any power of the Surviving Trustor to require underproductive property to be made reasonably productive, our Trustee shall have the power to invest and reinvest in any property that may be considered by applicable state law to be underproductive or unproductive in nature and, specifically to be exempt from any rnirrimum income requirements called for under local law. b. Additions Our Trustee shall have the power to receive additions to the assets of the various trusts created under our Trust Agreement from any source. c. Business Participation Our Trustee shall have the power to form, terminate, continue or participate in the operation of any business enterprise including a corporation, a sole proprietorship, a general or limited partnership or a limited liability company and to effect any form of incorporation, dissolution, liquidation or reorganization, including, but not limited to, recapitalization and reallocation of classes of shares or other changes in the fonn of the business enterprise or to lend money or make a capital contribution to any such business enterprise. 14-1 d. Make Investments Our Trustee shall have the power to invest and reinvest the assets of our Trust as our Trustee may determine to be in the best interests of our Trust without limitation by any law applicable to investments by fiduciaries. The permitted investments and reinvestments may include securities such as common or preferred stock., mortgages, notes, subordinated debentures and warrants of any corporation, any common trust fund administered by a corporate fiduciary, other property real or personal, including savings accounts and deposits, interests in mutual or money market funds or investment trusts, annuities and insurance whether or not such investments are unsecured or of a wasting nature. e. Life Insurance Our. Trustee shall have the power to obtain, by purchase or by gift or by conversion, reissue, consolidation or by any other means, and hold as an asset of our Trust, policies of insurance on either or both of our lives or the life of any other beneficiary of our Trust. Our Trustee is authorized and empowered to exercise, either before or after our death, all of the rights, options, elections or privileges exercisable in connection with such policies. These rights and options should include, but not be limited to, incapacity benefits, the right to borrow money with which to pay premiums (or other charges) on any policy owned by our Trust (including any automatic premium loan feature) or for any other trust purpose, the right to elect among settlement options offered by the insurance company that issued such policy, the right to convert such policy to paid-up insurance, extended term insurance or to any different form of insurance, and the right to arrange for the automatic application of dividends in reduction of premium payments (or other charges) with regard to any policy of insurance held in the Trust Estate. Regarding any such policies: 1. We represent that any policies of life insurance currently transferred into our trust, or that will be transferred to our trust hereinafter or purchased at our direction, have been selected (or will be selected) solely by us based on our study and evaluation of (a) the sufficiency of the policy to meet the goals of our Trust, (b) whether or not available policy elections should be made, and (c) the current and projected financial strength and viability of the company issuing the policy. 14-2 2. Our Trustee has made no representations to us concerning these policies and none of our study and evaluation of the policy or policies has been based on any representation by our Trustee. Furthermore, our Trustee is under no obligation to examine such policies upon receipt or to make subsequent or periodic evaluations of same. The obligations to examine and evaluate shall remain exclusively with us. 3. In the event that we or any beneficiary heretmder shall at any time (1) question the sufficiency of any life insurance policy, (2) determine that available policy elections should be made, or (3) question the continued financial strength or viability of the carrier, it shall be their absolute obligation to inform our Trustee of those facts in writing. Our Trustee shall be indemnified and held harmless for any actions taken pertaining to policies held by our Trust except for the payment of policy premiums from available assets. f. Dealing With Property Our Trustee shall have the power to acquire, grant, hold in a safe deposit box or dispose of property including puts, calls and options (including options on stock owned by the estate), for cash or on credit, including maintaining margin accotmts with brokers, at public or private sale, upon such terms and conditions as our Trustee may deem advisable, and to manage, develop, improve, exchange, partition, change the character of, or abandon property, or any interest therein, or otherwise deal with property. Specifically, our Trustee shall have the power to use and expend our Trust income and principal to conduct environmental assessments, audits, and site monitoring to determine compliance with any environmental law or regulation theretmder; to take all appropriate remedial action to contain, clean up or remove any environmental hazard, including a spill, release, discharge or contamination, either on our Trustee's own accord or in response to an actual or threatened violation of any environmental law or regulation theretmder; to institute legal proceedings concerning environmental hazards or contest or settle any such legal proceedings brought by any local, state or federal agencies concerned with environmental compliance, or by a private litigant; to comply with any local, state or federal agency order, or court order directing an assessment, abatement or cleanup of any environmental hazards; to employ agents, consultants and legal counsel to assist in or perform the above undertakings or actions; and, in general, to take all appropriate actions to prevent, identify, or respond to any actual or threatened violations of any environmental law or regulation thereunder. 14-3 No Trustee under our Trust Agreement shall be liable for any loss or depreciation in value sustained by our Trust as a result of our Trustee retaining any property upon which there is later discovered to be hazardous materials or substances requiring remedial action pursuant to any federal, state or local environmental law unless our Trustee contributed to the loss or depreciation in value through willful default, willful misconduct, or gross negligence. Moreover, our Trustee shallrrot be obligated to accept any property on behalf of our Trust without our Trustee first having the opportunity to determine, in our Trustee's discretion, that such property is not contaminated by any hazardous or toxic materials or substanc~ and that such property is not being used and has never been used for any activities directly or indirectly involving the generation, use, treatment, storage, disposal, release, or discharge of any hazardous or toxic materials or substances. Finally, our Trustee shall have the power to disclaim any power that, in our Trustee's discretion, will or may cause our Trustee to be considered an "owner" or "operator" of property held in our Trust Estate under the provisions of the Comprehensive Environmental Response, Compensation and Liability Act (CERCLA), as amended from time to time. This power to disclaim, as contained herein, shall apply to any such power, whether actually set forth under. our Trust Agreement, incorporated by reference herein, or granted or implied by any statute or rule of law. g. Borrowing Authority Our Trustee shall have the power to borrow funds from any person, including our Trustee; to guarantee indebtedness or indemnify others in the name of our Trust and to secure any such obligation by mortgage, pledge, security interest or other encumbrance; and to renew, extend or modify any such obligation for a term within or extending beyond the administration of the term of our Trust. No lender shall be bound to see to, or be liable for, the application of the proceeds of any obligation and our Trustee shall not be personally liable for any obligation. h. Leasing Authority Our Trustee shall have the power, with respect to real or personal property, to make, renew or amend for any purpose a lease, as lessor or lessee, for a term within or beyond the term of our Trust with or without option to purchase. i. Natural Resources Our Trustee shall have the power to enter into any arrangement or agreement, including a lease, pooling or unitization agreement for exploration, development, operation, conservation and removal of minerals or other natural resources. 14-4 J. Voting Rights Our Trustee shall have the power to vote a security in person or by general or limited proxy; to participate in or consent to any voting trust, reorganization, dissolution, liquidation or other action affecting any securities; and to deposit securities with, and transfer title to, a protective or other committee. k. Title to Assets Our Trustee shall have the power to hold secuntles and other property in negotiable form or in the name of a nominee (including "street name" of a broker) or by deposit to a clearing corporation, with or without disclosure of the Trustee relationship, but our Trustee shall be responsible for the acts of any nominee in the scope of the nominee's authorized actions with respect to such property or clearing corporation in connection with the property. 1. Insurance Our Trustee shall have the power to insure the assets of our Trust against any risk, and our Trustee against liability, with respect to third persons. ID. Settlement of Disputes Our Trustee shall have the power to payor contest any debt or claim; to compromise, release and adjust any debt or claim; and to submit any matter to arbitration. n. Payment of Expenses Our Trustee shall have the power to pay any taxes, assessments, reasonable compensation of our Trustee and other expenses incurred in the collection, management, care, protection and conservation of our Trust Estate. o. Principal and Income Our Trustee shall have the power to allocate items of income or expenditure to either income or principal and to create reserves out of the income as our Trustee, in our Trustee's discretion, deems appropriate and our Trustee's decision, made in good faith with respect thereto, shall be binding and conclusive on all persons. This power of allocation shall also apply to income during administration of our Trust after the death of the first of us. 14-5 Notwithstanding the preceding sentence, if the Survivor's Trust (or a share thereunder) is the beneficiary of a Retirement Account, income earned after the participant's death in the account shall be income of such trust or share, and if our Trustee is required to pay all of the trust income to a beneficiary, our Trustee shall collect and pay the income of the account to the beneficiary at least quarterly (and to the extent that all of the income cannot be collected from the account, the deficiency shall be paid from the principal of such trust or share). p. Distribution of Trust Property Our Trustee shall have the power to make any distribution or payment in kind or in cash, or partly in kind and partly in cash, and to cause any share to be composed of cash, property or undivided interests in property different in kind from any other share, either pro rata or non pro rata, without regard to differences in the tax basis of such property and without the requirement of making any adjustment of the shares by reason of any action taken pursuant hereto. Any division, allocation, apportionment or valuation of the property to distribute the assets to or among any of the trusts, shares or beneficiaries shall be made by our Trustee, and the good faith determination of our Trustee shall be binding and conclusive on an parties. q. Litigation Our Trustee shall have the power to prosecute or defend actions, suits, claims or proceedings for the protection or benefit of our Trust and our Trustee in the performance of our Trustee's duties. r. Employment of Agents Our Trustee shall have the power to employ agents, including attorneys, accountants, investment advisors, custodians, appraisers or others, including any firm of which our Trustee is a member, to advise or assist our Trustee, to delegate to them fiduciary powers and to indemnify them against liability for positions taken in good faith and with reasonable basis. 14-6 s. Corporate Fiduciary If any stock of a corporate trustee, or of any affiliate or successor of a corporate trustee, shall be included in the assets of our Trust, our Trustee shall have full authority, in our Trustee's discretion, and notwithstanding any regulation or rule of law to the contrary to retain the stock and any increases resulting from stock dividends and stock splits and from the exercise of purchase rights and the purchase of fractional shares needed to rOlll1d out fractional share holdings that may arise concerning the stock. Our Trustee shall vote the stock either directly or by proxy, except to the extent our Trustee is prohibited by law from voting the stock, in accordance with the written instructions of a majority of the then living beneficiaries then entitled to current distributions of income or their Personal Representatives. In the event no instruction is given, our Trustee is authorized to vote the stock in the best interests of the beneficiaries in view of the purposes for which our Trust was created. t. Investment Transactions With regard to record keeping for investment transactions, our Trustee need not provide copies of confirmations or similar notifications each time a trade or investment transaction occurs, but investment transactions shall be set forth in our Trustee's periodic accounting. u. Repairs and Improvements Our Trustee shall have the power to make ordinary or extraordinary repairs or alterations in buildings or other structures, to demolish any improvements, and to raze existing or erect new party walls or buildings. v. Business Personnel Our Trustee shall have the power to elect or employ directors, officers, employees, partners or agents of any business and to compensate such persons, whether or not any such person is a Trustee, director, officer, partner or agent of our Trustee or a beneficiary of our Trust. 14-7 w. Farm or Ranch Property With respect to farm or ranch property, our Trustee shall have all necessary powers to participate in and operate any farming (including tree fanning) or ranch operation personally or with hired labor, tenants or sharecroppers, to lease any farm for cash or a share of crops under a lease that permits or precludes, the material participation of our Trustee to fertilize and improve the soil; to employ conservation practices; to participate in government programs; and to perform any other acts deemed by our Trustee necessary or desirable to operate the property. In making a decision whether to materially participate in farming or ranch operations, our Trustee shall consider whether an election should be made or has been made under Code Section 2032A to qualify for special farm-use valuation. :1. Ancillary Trustees If, for any reason, our Trustee deems it advantageous to act through an ancillary Trustee, our Trustee may designate an ancillary Personal Representative or Trustee qualified to serve in the jurisdiction where such ancillary Trustee is to act and may delegate to such ancillary Trustee such of the powers granted under our Trust Agreement as our Trustee deems advisable without being chargeable with loss, if any, arising out of such designation or delegation. Our Trustee may specify whether any corporate Trustee, or any person or persons acting in an ancillary capacity hereunder, shall serve with or without bond. Except as may be otherwise specifically provided, no ancillary Trustee need comply with the provisions of any Uniform Trustee's Accounting Act, the Uniform Trust Act or similar acts in force in any state where the fiduciary may be acting. y. Retention of Closely Held Interest Our Trustee shall have the power to retain any real estate interests, closely held securities or affiliated companies or business interests, and to sell or dispose of such interests only after careful consideration and after determining that sale or disposition is under the existing circumstances in the best interests of our Trust or its beneficiaries. 14-8 If at any time our Trust holds any stock in an S corporation, and our Trustee deems it appropriate for such corporation to maintain its Subchapter S election, or if our Trustee deems a Subchapter S election advisable for any corporation the stock of which is held in our Trust, our Trustee may take all of the necessary actions to segregate the S corporation stock, or other corporation stock for which a Subchapter S election is to be made, from the other assets of our Trust, and in our Trustee's discretion, and otherwise consistent with the terms of our Trust to the greatest extent possible, may form new truSts and may amend the terms of our Trust Agreement as would be necessary to establish Qualified Subchapter S Trusts to hold the said S corporation stock and assets in compliance with Code Sections 1361(b) and l361(d)(3). z. Exercise of Authority Except as otherwise provided in our Trust Agreement, our Trustee shall have the power to do all acts that might legally be done by an individual in absolute ownership and control of property. aa. Power to Divide or Combine Trusts Our Trustee shall have the power to divide a single trust into separate shares, each to be administered in accordance with the terms and conditions of the single trust from which they were created when our Trustee, in our Trustee's discretion, determines that division is desirable or advisable in view of tax considerations, including considerations related to income tax, gift tax, inheritance tax. or generation skipping transfer tax or other objectives of the trusts and their beneficiaries. Our Trustee shall not be required to make a physical segregation or division of the various trust shares created under our Trust Agreement except as segregation or division may be required by reason of the termination and distribution of any of the trust shares, but our Trustee shall keep separate accounts and records for different undivided interests. Our Trustee, in our Trustee's discretion, shall have the further power to combine two or more trusts or trust shares having substantially the same terms into a single trust for purposes of administration when tax or other factors indicate that such combination would be desirable or advisable. 14-9 In deciding whether to combine trusts or trust shares, our Trustee shall consider the generation skipping "inclusion ratio" of the trusts or trust shares to be combined. Trusts or trust shares having the same inclusion ratios may be combined. Trusts or trust shares having different inclusion ratios should generally not be combined unless their inclusion ratios are maintained unchanged through substantially separate and independent shares of different beneficiaries within the meaning of Code Section 2654(b) and the applicable regulations thereunder. Specifically, unless there is a Personal Representative, our Trustee has the authority to allocate any portion of our respective exemptions under Code Section 2631(a) to property as to which we are the respective transferor, including any property transferred by us during our lifetime as to which we did not make an allocation prior to our death. Our Trustee also has the authority to make the special election under Code Section 2652(a)(3). If Code Section 2631(a) or 2652(a)(3) is not interpreted as to allow a Trustee to exercise such election, then a Personal Representative shall be appointed and is authorized to allocate our respective exemptions and to exercise the said special election. If our Trustee considers that any distribution from a trust or trust share hereunder, other than pursuant to a power to withdraw or appoint, is a taxable distribution subject to the federal generation skipping transfer tax payable by the distributee, our Trustee may increase the distribution by an amount that our Trustee would estimate to be sufficient to pay that tax and any additional tax thereon, and shall charge the same against the trust or trust share to which the tax relates. If our Trustee considers that any termination of an interest in our Trust or a trust share hereunder is a taxable termination subject to the federal generation skipping transfer tax, our Trustee may pay that tax from the portion of the property to which the tax relates without any adjustment of the relative interests of the beneficiaries. 14-10 bb. Termination of Small Trust If at any time after the death of either of us' the costs of administration of our Trust (or any share thereof) are of such an amount in relation to the then principal and undistributed income of our Trust (or any share thereot) that our Trustee, in our Trustee's discretion, determines that our purposes in establishing our Trust would no longer be served, and if our Trustee deems it advisable to distribute the then principal and undistributed income of our Trust (or any share thereof) to the then living beneficiary or beneficiaries, our Trustee (other than either of us or any then current beneficiary of our Trust who, if then serving as a Trustee, may appoint an independent Trustee to serve only for the purpose of determining the advisability of termination in such independent Trustee's sole discretion) may do so without responsibility on the part of our Trustee. Such a distribution on behalf of a beneficiary under a disability, in the Trustee's discretion, may be made to the Personal Representative of the person of such beneficiary, or to the parent of such beneficiary if such beneficiary is a minor, or may be applied by our Trustee for such beneficiary's benefit. 14-11 Article Fifteen General Provisions Section 1. Spendthrift Protection Neither the principal nor the income of any trust created or contained under our Trust Agreement shall be liable for the debts of a beneficiary nor shall the same be subject to seizure by any creditor of any beneficiary under any lien or proceeding at law or equity. Except to the extent otherwise expressly provided in our Trust Agreement, no beneficiary shall have the authority or power to sell, assign, transfer, encumber or in any manner to dispose of a beneficial interest, whether income or principal. The limitations herein shall not restrict the exercise of any power of appointment or the right to disclaim by any beneficiary. In addition, except as to any Survivor's Trust, if a Trustee, at a time that distribution to any beneficiary is directed to be made under the provisions of our Trust Agreement, in such Trustee's sole discretion, determines that reliance on government benefits, illness, substance dependency, bankruptcy, litigation or any factor tending to diminish the ability of a beneficiary to fully benefit from a distribution or to handle financial affairs exists, our Trustee may withhold any such directed distribution and may extend the term of our Trust as to any portion of our Trust Estate otherwise allotted for any so affected beneficiary. Thereafter our Trustee may continue to distribute income or principal to such beneficiary as our Trustee may determine in our Trustee's sole discretion. Section 2. The Rule Against Perpetuities Unless sooner terminated or vested in accordance with other provisions of our Trust Agreement, all interests not otherwise vested, including, but not limited to, all trusts and powers of appointment created hereunder, shall terminate one day prior to twenty-one (21) years after the death of the last survivor of the group composed of us and our lineal descendants living on the date of the death of the first of us to die. At that time, distribution of all principal and all accrued, accumulated and undistributed income shall be made to the persons then entitled to distributions of income or principal and in the manner and proportions herein stated irrespective of their then attained ages. . 15-1 Section 3. Incapacity A person shall be considered incapacitated in the event such person has been determined. to be legally incompetent by a court of competent jurisdiction; has been certified by two licensed physicians to be unable to properly handle his or her own affairs by reason of physical illness or mental illness; or otherwise is unable freely to communicate for a period of 90 days. Section 4. Income and Principal Payments All payments of income or principal shall be made in such of the following ways as our Trustee determines appropriate: a. To each respective beneficiary in person upon his or her personal receipt; b. Deposited in any bank to the credit of such beneficiary in any account carried in his or her name or jointly with another or others; c. To the parent or legal representative of the beneficiary; d. To a Custodian under a Uniform Transfers to Minors Act or Uniform Gifts to Minors Act selected by our Trustee for such period of time under applicable law as our Trustee determines appropriate; e. To some near relative, friend or institution having primary responsibility for the care and custody of the beneficiary; f. By our Trustee using such payment directly for the benefit of such beneficiary; or g. To the Trustee of any revocable trust of which the beneficiary is the Trustor. 15-2 Section 5. Limit on Trustee's Discretion Notwithstanding any other provision in our Trust Agreement, other than a Surviving Trustor with respect to a Survivor's Trust, no individual Trustee who is also a beneficiary hereunder ("Trustee- beneficiary") shall have any right, power, duty or discretion concerning our Trust Estate if such right, power, duty or discretion conferred upon such Trustee under our Trust Agreement amounts to a general power of appointment under Code Section 2041 or 2514 that would cause any assets of our Trust Estate to be included in the estate of such Trustee-beneficiary. Any such right, power, duty or discretion with such effect shall be null and void with respect to such Trustee-beneficiary. No Trustee who is under a legal obligation to any beneficiary of our Trust Agreement or other person shall under any circumstances partake in any decisions relating to any discretionary distributions of income or principal of our Trust Estate that can be used to discharge any such legal obligation of such Trustee. Section 6. No-Contest Clause If any person or entity, other than us, singularly or in conjunction with any other person or entity, directly or indirectly, contests in any court the validity of our Trust Agreement, including any amendments thereto, then the right of that person or entity to take any interest in the Trust Estate or to act in any fiduciary capacity shall cease, and that person (and his or her descendants) or entity shall be deemed to have predeceased us. Section 7. Disclaimer by Beneficiary No beneficiary shall be entitled to accelerate any distribution to the beneficiary or to terminate his or her trust interest and thereafter receive outright distribution by use of a disclaimer. Section 8. Captions The captions of Articles, Sections and Paragraphs used in our Trust Agreement are for convenience of reference only and shall have no significance in the construction or interpretation of our Trust Agreement. Section 9. Severability Should any of the provisions of our Trust Agreement be for any reason declared invalid, such invalidity shall not affect any of the other provisions of our Trust Agreement, and all invalid provisions shall be wholly disregarded in interpreting our Trust Agreement. 15-3 Section 10. Statutory References Unless the context clearly requires another construction, each statutory reference in our Trust Agreement shall be construed to refer to the statutory section mentioned.,. related successor sections, and corresponding provisions of any subsequent law, including all amendments. Section 11. Simultaneous Deaths For purposes of our Trust Agreement, if we die under circumstances in which the order of our deaths cannot be established, the Trustor with the smaller taxable estate shall be deemed to have survived the Trustor with the larger taxable estate. If both of our taxable estates are equal, the Husband Trustor shall be deemed to be the survivor. If any beneficiary under our Trust Agreement and either or both Trustors die under circumstances in which the order of deaths cannot be established, the Trustors or Trustor shall be deemed to have survived the beneficiary, and our Trust Agreement shall be construed accordingly. Section 12. Gender and Number In our Trust Agreement, where appropriate, ,except where the context otherwise requires, the singular includes the plural and vice versa, and words of any gender shall not be limited to that gender. Section 13. Governing Commonwealth Law Our Trust Agreement and the trusts created under it shall be construed, regulated and governed by and in accordance with the laws of the Commonwealth of Pennsylvania. I \, 15-4 Section 14. Definitions The following terms as used in our Trust Agreement are defmed as indicated: a. Beneficiary Designation The term "Beneficiary Designation" means any document executed by a Trustor that affects the manner of payment of amounts held in a plan (of whatever type) subject to the distribution rules of section 401(a)(9) of the Code or any commercial annuity or any similar deferred payment arrangement. b. Child, Children, Issue and Descendants The terms "child" or "children" mean lawful blood descendants in the flIst degree of the parent designated; and "issue" and "descendants" mean the lawful blood descendants in any degree of the. ancestor designated; provided, however, that if a person has been adopted, that person shall be considered a child of such adopting parent, and such adopted child and his or her issue shall be considered issue of the adopting parent or parents and of anyone who is by blood or adoption an ancestor of the adopting parent or either of the adopting parents. The terms "child," "children," "issue," "descendant" and n descendants" or those terms preceded by the terms "living" or "then living" shall include the lawful blood descendant in the appropriate degree of the ancestor designated even though such descendant is born after the death of a parent. C. Code The term "Code" means the Internal Revenue Code of 1986, as amended from time to time. The tenns "gross estate," "adjusted gross estate," "taxable estate," "unified credit," "state death tax credit," II maximum marital deduction," "marital deduction," and any other terms that, from the context in which they are used, refer to the Code shall have the same meaning as such terms have for the purposes of applying the Code to our Trust Agreement. d. Contributive Share Connibutive Share shall refer to property transferred to our Trust Estate by such Trustor during life or at death. e. Deceased Trustor The term "Deceased Trustor" means a Trustor who has died. 15-5 f. Death Taxes The term "death taxes" means 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: 1. Any addition to the federal estate tax. for any "excess retirement accumulation" under Code Section 4980A; 2. Any additional tax that may be assessed under Internal Revenue Code Section 2032A; and 3. Any federal or state tax imposed on a generation skipping transfer, as that term is defined in the federal tax laws, unless that generation skipping transfer tax is payable directly out of the assets of a trust created by our Trust Agreement. g. Education The term "education" shall be given broad interpretation and may include but not be limited to: 1. High School Education at public or private elementary or high schools, including boarding schools. 2. College Undergraduate and graduate study in any and all fields whatsoever, whether of a professional character in colleges or other institutions of higher learning. 3. Specialized Training Specialized formal or informal trammg in music, the stage, handicrafts, the arts, or vocational or trade schools, whether by private instruction or otherwise. (, 15-6 4. Other Educational Activities Any other activity including foreign or domestic travel that shall tend to develop fully the talents and potentialities of each beneficiary regardless of age. h. Heirs at Law References to someone's "heirs at law" mean individuals who are living at the event when property is directed to be distributed to them. Those individuals' identities and the shares of the distributable property that they each receive shall be determined under the intestacy laws of the Commonwealth of Pennsylvania which then govern the distribution of the personal property of a resident dying then, without creditors, owning only the distributable assets. i. Personal Representative The term "Personal Representative" means trustee, executor, executrix, administrator, administratrix, conservator, guardian, custodian or any other type of personal representation. J. Per Stirpes In every case in which a disposition of an interest is to be made to the issue of a person "per stirpes," it is intended that such disposition shall be made in accordance with the principle of representation. This principle in relation to our Trust Agreement means that whenever property is to be distributed to the issue of a person, such property shall be divided into as many shares as there are, at the time of disposition, living issue in the nearest degree of kinship to such person and then deceased issue in the same degree who left issue who are then living; each then living issue in the nearest degree receiving one share, and the share of each then deceased issue in the same degree being divided among his or her issue in the same manner. k. Retirement Account The term "Retirement Account" means any deferred payment account, whether or not considered a qualified plan under sections 401, 403,408 or any other section of the Code, under which by reason of fiduciary accounting principle,;; ~jh'i)iDe. is considered earned but not immediately payable. 15-7 1. Retirement Account Trustee 1. The term "Retirement Account Trustee" means the Trustee(s) of the Family Retirement Subtrust and Survivor's Retirement Subtrust created under our Trust Agreement. If there is more than one Trustee serving as Trustee of either or both the Family Retirement Subtrust and the Survivor's Retirement Subtrust, then for purposes of our Trust Agreement, ail such Trustees shall be included in the term "Retirement Account Trustee". This definition of Retirement Account Trustee is intended to provide an efficient means to utilize a Beneficiary Designation to indicate the beneficiary of any Retirement Account benefits. 2. The Trustees of the Family Retirement Subtrust and the Survivor's Retirement Subtrust (collectively known, and previously referred to, as the "Retirement Account Trustee") shall divide all Retirement Account balances (the "Balance"), or rights thereto, between the Family Retirement Subtrust and the Survivor's Retirement Subtrust in accordance with the fractional formula division of income in respect of a decedent set out in Article Six; however, relative to such formula: (i) only property affected by a Beneficiary Designation shall comprise the denominator of the fraction; (ii) references to the Family Trust and Survivor's Trust shall be deemed to mean to the Retirement Subtrusts of each of those Trusts; and, (iii) any such division of the Balance shall be determined only after taking into account the other fractional formula allocations directed under Article Six. 3. This Retirement Account Trustee arrangement is intended, and shall be interpreted for all purposes, to comply with the applicable requirements of the Code and Treasury Regulations, to obtain treatment of trusts and trust beneficiaries as designated beneficiaries under Code section 401 (a)(9), as amended. m. Surviving Trustor The term "Surviving Trustor" means a Trustor who survives a Deceased Trustor. n. Trust Estate The term "Trust Estate" meanS all of the property, real and person.al, intangilAc and tangible, that has been transferred to our Trustee, whether or not listed on any Schedules. 15-8 o. Trustee's Discretion The term "discretion" with regard to a Trustee means such Trustee's sole but reasonable judgment. In exercising any discretionary power with respect to our Trust, our Trustee shall at all times act in accordance with fiduciary principles and shall act reasonably under the circumstances and not in bad faith or in disregard of the purposes of our Trust. p. Unused Generation Skipping Tax Exemption Equivalent The term "Unused Generation Skipping Tax Exemption Equivalent" means the generation skipping transfer tax exemption provided in section 2631 of the Code in effect at the time of death of a Trustor, reduced by the aggregate of (1) the amount, if any. of such exemption allocated by such Trustor or by operation of law to such Trustor's lifetime transfers and (2) the amount, if any, such Trustor or such Trustor's Personal Representative or Trustee has specifically allocated to property other than property to which such exemption is directed to be allocated by any applicable provision of our Trust Agreement For purposes of our Trust Agreement, if at the time of death of a Trustor such Trustor has made lifetime transfers of property to which an inclusion ratio of greater than zero would be applicable and for which the gift tax return due date has not expired (including extensions) and a return has not yet been filed, it shall be deemed that the generation skipping transfer exemption has been allocated to such transfers to the extent necessary and possible to exempt such transfers from generation skipping transfer tax. q. Unused Unified Credit Equivalent The term "Unused Unified 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: 1. Any available Unified Credit, 2. The Credit for State Death Tax to the extent it does not increase the amount of death taxes payable to any state, .., .J. The Credit for Prior Transfers, 4. Allowable exclusions from the Taxable Estate, 15-9 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, will, or otherwise) or under other provisions of our Trust. We have executed our Trust Agreement on the date set forth on the first page of our Trust Agreement. We certify that we understand our Trust Agreement and that it correctly states the terms and conditions under which our Trust Estate is to be held, managed and disposed of by our Trustee. We approve this revocable living trust in all particulars and request our Trustee to execute it. Trustors: ~~""~-' RICHARD H. BENNIE -~/4?k ~ rn A E. BENNIE Trustees: ~-1~""~ RICHARD H. BENNIE ~~ . THELMA E. BENNIE 15-10 r f' COMMONWEAL TI:I OF PENNSYLVANIA ) ss COUNTI OF DAUPHIN ) On this MAY 13 1998 , before me, Lf/VO,k ~- li-T!l7C/foU , the undersigned officer, personally appeared RICHARD H. BENNIE and THELMAE. BENNIE, Trustors and Trustees, known to me (or satisfactorily proven) to be the persons whose names are subscribed to the within instrument and acknowledged that they executed the same for the purposes therein contained. In witness whereof I hereunto set my hand and official seal. ~~ov ;/ ,ldrW No Public Title of Officer l, 15-11