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HomeMy WebLinkAbout05-16-08 '-n - q~ I q~ .Lid> 6.- J b 5€)0 I . 13 o TRUST COURT OF COMMON PLEAS OF CUMBERLAND COUNTY, PENNSYLVANIA ORPHANS' COURT DIVISION NAME OF TRUST (TRUST UNDER WILL OF or TRUST UNDER DEED OF RAYMOND 1. SCHAFFER DATED JULY 16.2003 ) C) ~;o ; co. ::0 L.)-:;:J TO :~~ . :::::J (j);.~ CJo '"J (,-) ..~t) -)C: -:0 .."')-1 ~ "" <:"':::,) <'"';':> c~~ No. ~'1': ::T> -:( ; j en I .:j PETITION FOR ADJUDICATION I ST A TEMENT OF PROPOSED DISTRIBUTION PURSUANT TO Pa. O.c. Rule 6.9 -u :n: w .. N .. ,'-':) (1 This form may be used in all cases involving the Audit of Trust Accounts. If space is insufficient, riders may be attached. INCLUDE ATTACHMENTS AT THE BACK OF THIS FORM. Name of Counsel: LOWELL R. GATES, ESQUIRE Supreme Court LD. No.: 46779 Name of Law Firm: GATES, HALBRUNER & HATCH, P.C. Address: 1013 MUMMA ROAD, SUITE 100, LEMOYNE, P A 17043 Telephone: (717) 731-9600 Fax: (717) 731-9627 Form OC-02 rev 10.13.06 Page 1 of 10 Name of Trust: RAMOND L. SCHAFFER REVOCABLE LIVING TRUST 1. Name(s) and address(es) ofPetitioner(s): Petitioner: Petitioner: Name: Patricia A. Wenrich aIkIa Weinrich Address: 4 Laurel Drive Mechanicsburg, PA 17055 2. Check if any of the following issues are involved in this case: A. Appointment of Trustee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . ., 0 B. Interpretation ............. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. !SlI C. Discharge of Trustee ............................................. 0 D. Transfer of Situs. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. 0 E. Appointment of Ad Litem . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. 0 F. Minor, Unborn or Unascertained Beneficiary(ies) ...................... 0 G. Principal Distribution. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. [lJ H. Partial/Full Termination of Trust . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. [lJ L Missing Beneficiary(ies) .......................................... 0 J. Cy Pres . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. 0 K. Williamson Issue* ............................................... 0 L. Other Issues .................................................... 0 List: 1. 5-year pay-out election has been made to facilitate full payment of bequests to beneficiaries, otherwise there are insufficient funds in the Trust. 2. $5,000.00 payment to Wenda Ritter deemed satisfied by ademption. Please note: A detailed explanation of issues checked should be set forth at item 13 below. * See Williamson Estate, 368 Pa. 343, 82 A.2d 49 (1951), if Trustee was also Executor of the settlor/decedent's estate and received commissions in such capacity. Form OC-02 rev 10.13.06 Page 2 of 10 Name of Trust: RAMOND L. SCHAFFER REVOCABLE LIVING TRUST 3. Testamentarv Trust: Decedent's date of death: Date of Decedent's Will: Date(s) of Codicil(s): Date of probate: or Inter Vivos Trust: Date of Trust: July 16,2003 - (Exhibit A) Date(s) of Amendment(s): (4) dtd. 08/20/2003 + (1) undated/unwitnessed/invalid 4. A. If any other Court has taken jurisdiction of any matter relating to this Trust, explain: None B. Identify all prior accountings and provide dates of adjudication. None 5. A. State how each Trustee was appointed: (See Attachment to Petition) B. If a Petitioner is not a Trustee, explain: N/A Form DC-02 rev 10.13.06 Page 3 of 10 IN THE MATTER OF THE RAYMOND L. SCHAFFER REVOCABLE LNING TRUST A TT ACHMENT TO PETITION FOR ADJUDICATION 5. A. State how each Trustee was appointed: Raymond L. Schaffer was designated as Grantor, Settlor, and Trustee in the first paragraph of the Trust on Page 1. Raymond L. Schaffer died on March 5, 2006. (Page 1 of Trust Agreement. Please see Exhibit A.) George A. Wenrich was named as First Successor Trustee by the Amendment of Article VIII Section 8.01, dated August 20,2003. George A. Wenrich died on October 6,2006. (Please see Death Certificate attached as Exhibit 8.) Patricia A. Wenrich was appointed as the Second Successor Trustee by an Order of this Court dated August 3,2007, with the consent of the majority of Beneficiaries, pursuant to the terms of the Amendment of Article VIII Section 8.01, dated August 20,2003. (Please see Cumberland County Orphans' Court Order attached as Exhibit C.) Page 3(a) of 10 Name of Trust: RAMOND L. SCHAFFER REVOCABLE LIVING TRUST 6. State how and when the present fund was awarded to Trustee(s): The Trust funds were assigned to the Second Successor Trustee upon her appointment by Court Order dated August 3, 2007. (Exhibit B). 7. Period covered by accounting: March 5, 2006 to April 15, 2008 8. Current fair market value of the Trust principal is $ 93,794.42 6 of Account.) . (See page 9. State concisely the dispositive provisions of the Trust: Pursuant to the Special Directives FIRST through ELEVENTH of the Trust on pages 17 and 18, and attached Amendments thereto on August 20, 2003, certain specific bequests were made to individuals and charities. The remainder of the Trust is bequeathed 100% to George Weinrich (aka Wenrich, who died subsequent to the Grantor), pursuant to the Amendment of Article Three Section 3.03 Paragraph 1 of the Trust dated August 20, 2003. 10. Explain the reason for filing this Account (if filed because of the death of a party, state name of person, relationship to Trust and date of death): RAYMOND L. SCHAFFER, Grantor, Settlor and Trustee, died on March 5, 2006. This Account is filed to set forth the proposed distribution and termination of the Trust pursuant to the Amendment of Article III Section 3.03 Paragraph 1 dated August 20, 2003, i.e. Trust Income and Principal Distribution. Form OC-02 rev /0./3.06 Page 4 of 10 IN THE MATTER OF THE RAYMOND L. SCHAFFER REVOCABLE LNING TRUST A TT ACHMENT TO PETITION FOR ADJUDICATION 13. Describe any questions requiring Adjudication and state the position of Petitioner and give details of any issues identified in item 2: (a) Three Phase Proposed Distribution. It is proposed that the specific bequests under the Trust shall be made to all beneficiaries in three (3) separate payments commencing in 2008 and ending in 2011. In order to fulfill the terms of the Trust, the Second Successor Trustee has necessarily elected the 5-year payout option from the National Western Life Insurance Annuity Contract #0101059759 (with payments continuing through 03/05/2011), which is being received in monthly installments of$1,319.70. The three (3) scheduled proposed distributions are outlined in detail in the First and Final Account and attached Statement of Proposed Distribution. (b) Partial Ademption of $10,000.00 Specific Distribution. Specific beneficiary Wenda Ritter requested and received an advance distribution of$5,000.00 from the Grantor (decedent) on December 15, 2005, within three months of his date of death. Accordingly, the Second Successor Trustee has interpreted this payment as partial satisfaction of the bequest to Wenda Ritter, thereby reducing the total distribution to her by $5,000.00. (A copy ofthe $5,000 distribution check to Wenda Ritter is attached hereto as Exhibit D.) (c) $15,000 Bequest to Miriam M. Brown. Prior to his death, Raymond L. Schaffer, as Settlor and Trustee, signed a General Amendment to Revocable Living Trust Agreement enacting Special Directives Eighteenth, Nineteenth and Twentieth. Based on the sequence of numbering for the Special Directives, this was the final amendment to the Revocable Trust. This Amendment is attached to this Petition and is the final page of Exhibit A. Special Directive Eighteenth deleted the $10,000 lump sum distribution to the Salvation Army. Special Directive Nineteenth created a $4,000 lump sum distribution to the Salvation Army. And, Special Directive Twentieth created a $15,000 lump sum distribution to the decedent's sister, Mariam M. Brown. This final Amendment was signed by the decedent, Raymond L. Schaffer, in his capacities as both Settlor and Trustee. Unlike the prior amendments, this Amendment was not witnessed or notarized. In 2003, prior to the adoption ofthe Uniform Trust Code, 20 Pa. C.S. Section 7752, Pennsylvania common law governed trust amendments, and generally required trust amendment to comply with the trust agreement. Page 4(a) of 10 Section 1.07 of The Raymond L. Schaffer Revocable Living Trust permits the trust to be amended in any manner and at any time during the life of the Settlor by a duly executed instrument filed with the Trustee. In this situation, the instrument was clearly intended by the Settlor to be an amendment, was signed by the Settlor, and filed with and signed by the Trustee. The Attorney General's Office has taken the position that this final Amendment is not valid, and therefore, the previous $10,000 lump sum distribution to the Salvation Army should be implemented, along with zero distribution to decedent's sister, Miriam M. Brown. The correspondence dated May 10, 2007 and July 31, 2007 from Attorney Joanne Book Coles, Deputy Attorney General with the Office of Attorney General stating its opinion is attached as Exhibit E. Patricia Wenrich, Successor Trustee, has not included the distribution contained in the final Amendment in her First and Final Account, until this Court has had an opportunity to provide guidance on this matter of interpretation. Page 4(b) of 10 Name of Trust: RAMOND L. SCHAFFER REVOCABLE LIVING TRUST 11. State why a Petition for Guardian/Trustee Ad Litem has or has not been filed for this Audit (see Pa. O.c. Rule 12.4): No Petition for Guardian Trustee Ad Litem has been filed for this Audit because there are no interested parties in this proceeding who are minors, incompetents, absentees, presumed decedents or unborn or unascertained persons. 12. A. State the amount of Pennsylvania Transfer Inheritance Tax and Pennsylvania Estate Tax paid (including postponed tax on remainder interests), the dates of payment and the interests upon which such amounts were paid: Date Payment Interest May 17,2006 3,000.00 April 29 , 2008 1,498.35 B. If any such taxes remain unpaid or are in dispute, explain: None 13. Describe any questions requiring Adjudication and state the position ofPetitioner(s) and give details of any issues identified in item 2: (See attachment to Petition) Form DC-02 rev 10.13.06 Page 5 of 10 Name of Trust: RA YMOND L. SCHAFFER REVOCABLE LIVING TRUST 14. Written notice of the Audit as required by Pa. O.c. Rules 6.3, 6.7 and 6.8 has been or will be given to all parties in interest listed in item 15 below. In addition, notice of any questions requiring Adjudication as discussed in item 13 above has been or will be given to all persons affected thereby. A. If Notice has been given, attach a copy of the Notice as well as a list of the names and addresses of the parties receiving such notice. B. If Notice is yet to be given, a copy of the Notice as well as a list of the names and addresses of the parties receiving such Notice shall be submitted at the Audit together with a statement executed by Petitioner(s) or counsel certifying that such Notice has been given. C. If any such party in interest is not sui juris (e.g., minors or incapacitated persons), Notice of the Audit has been or will be given to the appropriate representative on such party's behalf as required by Pa. O.C. Rule 5.2. D. If any charitable interest is involved, Notice of the Audit has been or will also be given to the Attorney General as required under Pa. O.C. Rule 5.5. In addition, the Attorney General's clearance certificate (or proof of service of Notice and a copy of such Notice) must be submitted herewith or at the Audit. 15. List all parties of whom Petitioner( s) has/have notice or knowledge, having or claiming any interest in the Trust, whether such interest is vested or contingent, charitable or non-charitable. This list shall: A. State each party's relationship to the SettlorlDecedent and the nature of each party's interest(s); Name and Address of Each Party in Interest Relationshiv and Comments, if anv Interest Trinity United Methodist Church P.O. Box 26 New Kingstown, PA 17072 Charitable $10,000 Specific Bequest The Salvation Army 125 South Hanover Street Carlisle, P A 17013 Charitable $10,000 Specific Bequest Form OC-02 rev 10.13.06 Page 6 of 10 Name of Trust: RAYMOND L. SCHAFFER REVOCABLE LIVING TRUST Name and Address of Each Partv in Interest Relationshiv and Comments, if anv Interest S1. Stephen's Lutheran Church 30 W. Main Street New Kingstown, PA 17072 Charitable $10,000 Specific Bequest Office of the Attorney General Charitable Trusts & Org. Section 14th Floor, Strawberry Square Harrisburg, P A 17120 (Contd) Parens Patriae For Charitable Organizations B. Identify each party who is not sui juris (e.g., minors or incapacitated persons). For each such party, give date of birth, the name of each Guardian and how each Guardian was appointed. If no Guardian has been appointed, identify the next of kin of such party, giving the name, address and relationship of each; and None C. If distribution is to be made to the personal representative of a deceased party, state date of death, date and place of grant of Letters and type of Letters granted. 16. IfPetitioner(s) has/have knowledge that a Trust share has been assigned or attached, provide a copy of the assignment or attachment, together with any relevant supporting documentation. 17. If a trustee's principal commission is claimed: A. If based on a written agreement, attach a copy thereof. Form OC-02 rev [0.13.06 Page 7 of 10 IN THE MATTER OF THE RAYMOND L. SCHAFFER REVOCABLE LIVING TRUST A TT ACHMENT TO PETITION FOR ADJUDICATION 15. List all parties of whom Petitioner(a) has/have notice or knowledge, having or claiming any interest in the Trust, whether such interest is vested or contingent, charitable or non- charitable. This list shall: A. State each party's relationship to the Settlor/Decedent and the nature of each party's interest(s): Name & Address of Each Partv in Interest Relationship and Comments. if anv Interest George A. Wenrich Estate 4 Laurel Drive Mechanicsburg, P A 17055 Friend $10,000 Specific Bequest; 100% Remainder Mary Dorman 110 Flannigan Avenue Williamsport, P A 17701 Friend $10,000 Specific Bequest Ramona Chenoweth 1 W. Penn Street, Apt. 107 Carlisle, P A 17013 Friend $10,000 Specific Bequest Wenda L. Ritter 265 Redwood Lane Carlisle, P A 17013 Friend $10,000 Specific Bequest, ($5,000 Outstanding) Miriam M. Brown 414 N. Ott Street Allentown, P A 18104 Sister 0.001 (See continuation for named charity beneficiaries) ISee Item 13 ( c) of the Attachment to Petition (Page 4(a) of 10) Page 7(a) of 10 Name of Trust RAMOND L. SCHAFFER REVOCABLE LIVING TRUST B. If a principal commission is claimed, state amount. $5,000.00 C. If a principal commission is claimed, state the amounts and dates of any principal commissions previously paid in prior accounting periods. Amount Date Paid 0.00 18. If a reserve is requested, state amount and purpose. Amount: Purpose: Distribution is proposed over a three-year period and a reserve will necessarily be required to be carried forward until final distribution in March 2011. If a reserve is requested for counsel fees, has notice of the amount of fees to be paid from the reserve been given to the parties in interest? ........................................ DYes DlNo If so, attach a copy of the notice. 19. Is the Court being asked to direct the filing ofa Schedule of Distribution? .......................... DYes IaNo Form OC-02 rev 10.13.06 Page 8 of 10 Name of Trust: RAMOND L. SCHAFFER REVOCABLE LIVING TRUST Wherefore, your Petitioner(s) ask(s) that distribution be awarded to the parties entitled and suggest(s) that the distributive shares of income and principal (residuary shares being stated in proportions, not amounts) are as follows: A. Income: Proposed Distributee(s) Amount/Proportion See Proposed Schedule of Distribution - Pages 9-11 of the Account B. Principal: Proposed Distributee(s) Amount/Proportion See Proposed Sched1l1p. of D;~tr;hllt;on. Submitted By: (All petitioners must sign. Add additional lines ifnecessary): )Cl-~;~ /l ~~ Name of Petitioner: Patricia A. Wenrich Name of Petitioner: Form OC-02 rev 10.13.06 Page 9 of 10 EXHIBIT A REVOCABLE LIVING TRUST AGREEMENT DATED JULY 16, 2003 WITH AMENDMENTS DATED AUGUST 20, 2003 CERTIFICATE OF TRUST THE RAYMOND L. SCHAFFER REVOCABLE LIVING TRUST AGREEMENT DATED: JULY 16, 2003 The undersigned hereby certifies that I created a Revocable Living Trust. This Trust is known as THE RAYMOND L. SCHAFFER REVOCABLE LIVING TRUST AGREEMENT, dated the 16TH day of July, 2003. RAYMOND L. SCHAFFER, Grantor, Settlor and Trustee, resides at 261 Redwood Lane, Carlisle, County of Cumberland, Commonwealth of Pennsylvania. IT IS AGREED BETWEEN THE PARTIES HERETO AS FOLLOWS: Description of Trust The party hereto desires to confirm the establishment of a Revocable Trust on this date for the benefit of the Settlor and containing herein the following provisions: TERMS OF THE TRUST 1. The Settlor is designated as the Trustee to serve until his death, resignation, or incompetence. 2. Upon the end of the terms of the original Trustee, George A. Weinrich is designated as First Successor Trustee. TRUSTEE POWERS 3. Any Trustee/Settlor has the power and authority to manage and control, buy, sell, mortgage, and transfer the Trust property in such manner as the Trustee may deem advisable, and shall have, enjoy and exercise all powers and rights over the concerning said property and the proceeds thereof as fully and amply as though said Trustee were the absolute and qualified owner of same, including the power to grant, bargain, sell and convey, encumber and hypothecate, real and personal property, and the power to invest in corporate obligations of every kind, stocks, preferred or common, and to buy stocks, bonds and similar investments on margin or other leveraged accounts, except to the extent that such management would cause includability of an irrevocable trust in the Estate of a Trustee. TRUST ADMINISTRATION 4. Following the death of Trustee, the Trust will continue or be distributed in whole or in part for the benefit of other named Beneficiaries according to the terms of the Trust. 5. While Settlor is living and competent, except when there shall be a Corporate Trustee, Trustee may add money to or withdraw money from any bank or savings and loan or checking account owned by the Trust. 6. Unless otherwise indicated to a prospective transferee, the Trustee has full power to transfer assets held in the name of the Trust. Subsequent transferees are entitled to rely upon such transfers provided that the chain of title is not otherwise deficient. CERTIFICATE OF TRUST Page 1 F'\ ~"I 7. The Trust Agreement also states that any bank, corporation, brokerage firm, or other entity or individual, may conclusively presume that the Trustee has full power and authority over the Trust Assets and such person or institution shall be held hannless and shall incur no liability by reason of so presuming. 8. The situs of the Trust is the COMMONWEALTH OF PENNSYLVANIA. 9. Any conflict between this abstract and the Trust shall be decided in Favor of the Trust. IN WITNESS WHEREOF, the party has hereto executed this Summary of Trust this date. SETTLOR/TRUSTEE /\ (~~~L J~~ RA OND L. SCHAFFER ( COMMONWEALTH OF PENNSYLVANIA} COUNTY OF CUMBERLAND} ss. On this, the ~o1:b-day of (:\l)(~ US\" , d.D~ before me, a Notary Public, personally appeared RAYMOND L. SCHAFFER, personally known to me to be the person whose name is subscribed on this instrument, and acknowledged that he/she executed it for the purposes herein expressed. Notarial Seal Cynthia L. Thomas, N~~:~~. Pub~iC Hampden T~p., ~;jl\Jb~, ',"" ,U Co~nty, My CommiSSIon Expire,> r.jov. 1, .::00..., bar. Pennsylvania l\ssOOation o! Nolaries \ ~lD- ~. ~~\ J}) Pub ic, Commonwealth of Pennsylvania CERTIFICATE OF TRUST Page 2 Raymond L. Schaffer 261 Redwood Lane Carlisle, Pennsylvania 17013 George A. Weinrich Dear George A. Weinrich: I have executed a Revocable Living Trust Agreement and have named you to succeed me in the capacity of Successor Trustee. Your duties as such will be to distribute the Trust property to my Beneficiaries as designated in the Trust Agreement. Please indicate your acceptance of this appointment by signing where indicated at the bottom of this letter and returning the letter to me. Sincerely, /'~ IJ!r Vie u ~ -J ~(fi7'-- ~HAFFER I Trustor/Trustee I accept appointment as Successor Trustee of THE RAYMOND L. SCHAFFER REVOCABLE LIVING TRUST. . J ,~:J.. '/ J .~~~~~ GEORG A. WEINRICH )) /1-0/03 Date Trustee, please return this acceptance letter to the Trustor at the letterhead address. This signed letter will be kept by Mr. Schaffer with his trust documents. REVOCABLE LIVING TRUST AGREEMENT J; . , .--1'1I1S AGREE~NT AND DECLARATION OF TRUST, made effective J # day of ( L/ t/ , 20 vJ , by RAYMOND L. SCHAFFER, Grantor, Settlor and Trustee, who resides at 261 Redwood Lane, Carlisle, County of Cumberland, Commonwealth of Pennsylvania, does hereby establish a Trust upon the conditions and for the purposes hereafter set forth. WITNESSETH: WHEREAS, in order to provide the future comfort and security to himself and the other beneficiaries hereafter mentioned, Grantor desires to create a revocable trust for the purposes hereinafter set forth; ARTICLE ONE Terms of the Trust Section 1.01 - Trust Estate Defined NOW, THEREFORE, in consideration of the premises and of the Covenants herein contained this Revocable Trust is formed to hold title to real and personal property for the benefit of the Settlor of this Trust and to provide for the orderly use and transfer of these assets upon the death of the Settlor. The "Trust Estate" is defined as all property transferred or conveyed to and received by the Trustee held pursuant to the terms of this instrument. The Trustee is required to hold, administer, and distribute this property as provided in this Trust Agreement. The name ofthis Trust Agreement shall be: THE RAYMOND L. SCHAFFJI:. ~ REVOC~E LNlNG TRUST AGREEMENT DATE~J6 ,200_ Section 1.02 - Definitions of Terms As used in this Trust Agreement: 1. The term "Settlor" shall mean RAYMOND L. SCHAFFER. 2. The term .'Descendant" shall mean the lawful issue of a deceased parent in the line of descent, but does not include the issue of any parent who is a descendant of the deceased person in question and who is living at the time in question. 3. The terms "Child" and "Descendant" include any issue born to decedent, a child legally adopted by the decedent, and a posthumous child of a decedent. A posthumous child is to be considered as living at the time of his or her parent's death. 4. The term "Survives" or "Surviving", unless otherwise indicated herein, shall be construed to mean surviving the decedent for at least sixty (60) days. If the person referred to dies REVOCABLE LIVING TRUST AGREEMENT Page 1 j'.. ....--\ within sixty (60) days of the death of the decedent, the reference to him or her will be construed as if he or she had failed to survive the decedent; provided, however, that any such person will have, during such period, the right to the use and enjoyment as a life tenant of all property in which his or her interest will fail by reason of death during such period. 5. The term "Issue" will include all natural and adopted children, if applicable, and descendants and those legally adopted into the line of descent. 6. The term "Per Stirpes" means strict per stirpes and does not mean per capita with representation. Beneficiaries entitled to take under a "per stirpes" clause will include both natural and adopted children and their descendants. 7. The terms "Trust Assets" and "Trust Estate" include all assets of any trust created hereunder and income derived from such assets and all proceeds of any description derived from the sale, exchange, or other disposition of such assets. 8. When required to give reasonable effect to the context in which used, pronouns in the masculine, feminine, or neuter gender include each other, and nouns and pronouns in the plural or singular number include each other. Section 1.03 - Trnstee Designation Settlor is hereby designated as Trustee. The term "Trustee" as used in this Trust Agreement shall refer to Settlor so long as he or she serves as Trustee, and/or to any successor Trustee who assumes the role of Trustee. These Trustees shall serve in the order as provided in Section 8.01 of this Trust Agreement. Section 1.04 - Additions to Trust Properties I. The Trustee, at any time during the continuance of this Trust in his or her sole discretion after consideration of the possible tax consequences to all concerned, is authorized to receive into the Trust additions of cash and other properties from any source whatsoever, whether by gift, will, or otherwise. However, the Trustee shall accept all assets which any person or persons may give, devise, or bequeath by Last Will and Testament to this Trust, and shall accept all assets transferred to this Trust pursuant to the provisions of any other Trust document or documents. 2. In addition, any person or persons may designate this Trust as the Beneficiary, Primary or Contingent, of any death benefits to include insurance benefits, pension benefits, or other benefits. Until such benefits mature, the Trustee shall have no responsibility with respect to those benefits. Section 1.05 - Apportionment The Trustee of the Trust is directed to apportion receipts and expenditures of the types described below between principal and income as follows: I. Whenever the principal, or any part thereof, of the Trust property is invested in securities purchased at a premium or at a discount, any premium will be charged against principal and any discount will be credited to principal; REVOCABLE LIVING TRUST AGREEMENT Page 2 2. Any stock dividends and rights to purchase additional stock issued on securities held in trust will be treated as principal. All other dividends, except liquidatin'g distributions, will be treated as income; and 3. The amount of any applicable depletion allowance for federal income tax purposes will be treated as Income. Section 1.06 - Discretionary Termination The Trustee may terminate any Trust when, in the opinion of the Trustee, the principal is reduced to such an extent that it is not in the best interest of the Beneficiary or Beneficiaries to continue the Trust. The judgment of the Trustee with respect to this decision to terminate will be final and not subject to judicial review. If the Trustee terminates a Trust according to this Section, the date the Trust terminates will be deemed the date fixed for termination of the Trust, and the Trustee will distribute the assets of the terminating Trust to the Beneficiary or Beneficiaries pursuant to this Agreement. Section 1.07 - Amendment and Revocation At any time during the life of the Settlor, the Settlor may, by a duly executed instrument filed with the Trustee: 1. Amend this Trust Agreement in any manner; and/or 2. Revoke this Trust Agreement in part or in whole. If the Trust Agreement is revoked in whole, the Trustee shall transfer title to all Trust property of every kind and description back into the individual name of the Settlor. The instrument of amendment or revocation shall be effective immediately upon its proper execution by the Settlor, but until a copy has been received by a Trustee, that Trustee shall not incur any liability or responsibility either (i) for failing to act in accordance with such instrument or (ii) for acting in accordance with the provisions of this Trust Agreement without regard to such instrument. 3. Withdraw from the Trust Estate all or any part of the principal and accumulated income of the Trust to satisfy liabilities lawfully incurred in the administration of this Trust. Section 1.08 - Revocation or Alteration by Settlor Alone The rights of revocation, withdrawal, alteration, and amendment reserved in this Article may only be exercised by the Settlor and may not be exercised by any other person, including an agent, a guardian, or a conservator. Section 1.09 - Irrevocability Except as otherwise provided, on the death of Settlor, the designation of Beneficiaries of specific gifts in this Trust shall become irrevocable and not subject to amendment or modification. Section 1.10 - Settlor Powers The Settlor shall be the Trustee unless and until he or she resigns in writing or is determined incompetent under the terms provided herein. The Settlor shall retain all absolute rights to discharge or replace any Successor Trustee so long as the Settlor is competent. REVOCABLE LIVING TRUST AGREEMENT Page :) ARTICLE TWO Trust Administration Section 2.01 - Trust Income During the life of the Settlor, the Trustee shall at least annually, unless otherwise directed by Settlor in writing, pay to or apply for the benefit of Settlor, all of the net income from the Trust Estate. Section 2.02 - Protection of Settlor in Event of Incapacity During the life of the Settlor, should Settlor become incapacitated as defined in Section 2.03 below, the Trustee may, in the Trustee's absolute discretion, pay income and principal for the benefit of the incapacitated Settlor, and may pay to or apply for the benefit of that Settlor such sums from the net income and from the principal of the Estate ofthe Trustee, in the Trustee's absolute discretion, believes is necessary or advisable for the medical care, comfortable maintenance, and welfare of the Settlor. Section 2.03 - Incapacity In the event that any Trustee or any Beneficiary hereunder comes into possession of any of the following: 1. A jurisdictionally applicable court order holding the party to be legally incapacitated to act on his or her behalf and appointing a guardian or conservator to act for him or her; or 2. Written certificates which are duly executed, witnessed, and acknowledged of two licensed physicians, each certifying that the physician has examined the person and has concluded that, by reason of accident, mental deterioration, or other cause, such person has become incapacitated and can no longer act rationally and prudently in his or her own financial best interest; or 3. Evidence which such Trustee or Beneficiary deems to be credible and currently applicable that a person has disappeared, is unaccountably absent, or is being detained under duress, and that he or she is unable to effectively and prudently look after his or her own best interests, then in that event and under those circumstances: a. Such person is deemed to have become incapacitated, as that term is used in this Trust agreement; and b. Such incapacity is deemed to continue until such court order, certificates, and / or circumstances are inapplicable or have been revoked. A physician's certificate to the effect that the person is no longer incapacitated shall revoke a certificate declaring the person incapacitated. The certificate which revokes the earlier certificate may be executed by either the original certifying physician or by two other licensed, board certified physicians. No Trustee shall be under any duty to institute any inquiry into a person's possible incapacity. The reasonable expense of any such inquiry shall be paid from the Trust Assets. Section 2.04 - Principal Invasion During the life of the Settlor, should the net income of assets contained in this Trust at the time of the Settlor's death be insufficient to provide for the care, maintenance, or support of the Settlor as herein defined, the Trustee may, in the Trustee's sole and absolute discretion, pay to or apply for the benefit of the Settlor or any of their dependents, such amounts from the principal of the Trust Estate as the Trustee deems necessary or advisable for the care, maintenance, or support ofthe Settlor. REVOCABLE LIVING TRUST AGREEMENT Page 4 Section 2.05 - Residence If the Settlor's residence property is a part of the Trust, the Settlor shall have possession of and full management of the residence and shall have the right to occupy it free of rent. Any expenses arising from the maintenance of the property and from all taxes, liens, assessments, and insurance premiums, are to be paid from the Trust to the extent that assets are available for payment. It is the intent of the Grantor to retain all homestead rights available to him or her under the applicable state law. ARTICLE THREE Administration/Distribution of Trust Section 3.01 - Death On the death of the Settlor, the Trustee shall distribute the principal of the Trust and any accrued or undistributed income from the principal of the Trust in such a manner and to such persons, including the Estate of the Creditors, as directed in this Trust Agreement. Section 3.02 - Payment of Death Expenses On the death of the Settlor, the Trustee shall pay from the Trust Estate constituting the Settlor's last illness, funeral, burial and any inheritance, estate, or death taxes that may be due by reason ofthe Settlor's death, unless the Trustee in his or her absolute discretion determines that other adequate provisions have been made for the payment of such expenses and taxes. Section 3.03 - Trost Income and Principal Distribution 1. The Trustee shall apply and distribute the net income and principal of each of the shares of the resulting Trust Estate, after giving effect to the section of this Trust Agreement entitled "Special Directives" to the following Beneficiaries in the indicated fractional shares: Miriam L. Brown Howard R. Brown 1/2 1/2 2. If any of the above Beneficiaries, or any other Beneficiary, is under the age of 21 years when the distribution is to be made, the Trustee shall have authority to distribute the same, in whole or in part, to a custodian for the minor appointed under a Uniform Gifts or Transfers to Minors Act, or the Trustee may retain any such property and administer and distribute the same for the benefit of the minor, paying to or for the benefit of such minor so much of the income and principal of the retained property from time to time as the Trustee deems advisable for the health, education, support, and maintenance of the minor. When the person for whom the property is held attains the age of 21 years, the property shall thereupon be distributed to him or her free of trust unless otherwise stated in this Agreement If the minor should die before attaining the age of majority, the property shall then be paid and distributed to the estate of the minor. 3. If all of the Settlor's Beneficiaries and their children should fail to survive the final distribution of the Trust Estate, all of the Trust Estate not disposed of as hereinabove provided shall be distributed as provided for in this Trust Agreement. REVOCABLE LIVING TRUST AGREEMENT Page 5 Section 3.04 - Principle of Representation If a Beneficiary of the Settlor should fail to survive to collect his or her share, that share shall pass to the surviving issue of that deceased Beneficiary per stirpes and with right ofrepresentation. ARTICLE FOUR Trustee Powers & Provisions Section 4.01 - Non-Income Prodncing Property During the life of the Settlor, the Trustee is authorized to retain in the Trust, for so long as the Trustee may deem advisable, any property received by the Trustee from the Settlor, whether or not such property is of the character permitted by law for the investment of Trust funds. Section 4.02 - Trustee Powers The Trustee shall have all powers conferred upon a Trustee by law for the orderly administration of the Trust Estate. If any property is distributed outright under the provision of this Trust Agreement to a person who is a minor, distribution may be made under the Pennsylvania Uniform Transfer to Minors Act ("P AUTMA"). The Trustee is further authorized to sign, deliver, and/or receive any documents necessary to carry out the powers contained within this Section. The Trustee of any trust created under this Trust Agreement (including any substitute or successor Trustee) will have and be subject to all of the powers, duties, and responsibilities granted or imposed by the Pennsylvania Consolidated Statutes (20 Pa. C.S. Section 101 et seq.) as such Statute may provide at the time of administration of the Trust, except to the extent that the same are inconsistent with the provisions of this Agreement. Section 4.03 - Specific Powers of Trustee In addition, the Trustee will have the following specific powers: 1. Trust Estate: The Trustee may leave invested any property coming into its hands hereunder in any form of investment even though the investment may not be of the character of investments permitted by law to trustees, without liability for loss or depreciation in value. The Trustee may sell, mortgage, exchange, or otherwise dispose of and reinvest property which may at any time be a part of the Trust Estate upon such terms and conditions as the Trustee may deem advisable. The Trustee may invest and reinvest the Trust Assets from time to time in any property, real, personal, or mixed, including without limitation, securities of domestic and foreign corporations and investment trusts or companies, bonds, debentures, preferred stocks, common stocks, mortgages, mortgage participation, and interests in common trust funds, all with complete discretion to convert realty into personalty or personalty into realty or otherwise change the character of the Trust Estate, even though such investment (by reason of its character, amount, proportion to the total Trust Estate, or otherwise) would not be considered appropriate for a fiduciary apart from this provision and even though such investment caused part or all of the total Trust Estate to be invested in investments of one type or of one business or company. 2.. Holding Property: The Trustee may hold property in the Trustee's name, as trustee, or in the name of a nominee without disclosing the Trust. REVOCABLE LIVING TRUST AGREEMENT Page 6 3. Release of Power: If the Trustee deems it to be in the best interest of the Trust and its Beneficiaries, the Trustee, by written instrument signed by such Trustee, will have the power and authority to release, disclaim, or restrict the scope of any power or discretion granted in this Trust Agreement or implied by law. 4. Agents, Employees: The Trustee may employ one or more agents to perform any act of administration, whether or not discretionary, including attorneys, auditors, investment managers, or others, as the Trustee shall deem necessary or advisable. The Trustee may compensate agents and other employees and may delegate to them any and all discretions and powers. 5. Leases: The Trustee may lease any Trust Assets generally or for oil, gas, and mineral development, even though the lease term may extend beyond the term of the Trust of which the property is a part. The Trustee may enter into any covenants and agreements relating to the property so leased or concerning any improvements which may then or thereafter be erected on such property. 6. Common Funds: The Trustee may hold any of the Trust Assets in a common fund with property from other trust estates and may make investments jointly with any other trust, the property of which is included in the common fund. 7. Securities: With respect to securities held in the Trust Estate, the Trustee may exercise all the rights, powers, and privileges of an owner, including but not limited to, the power to vote, give proxies, and to pay assessments and other sums deemed by the Trustee necessary for the protection of the Trust Estate. In addition, the Trustee may participate in voting trusts, foreclosures, reorganizations, consolidations, mergers, and liquidations, and in connection therewith, to deposit securities with and transfer title to any protective or other committee under such terms as the Trustee may deem advisable. In addition, the Trustee may exercise or sell stock subscription or conversion rights and may accept and retain as an investment any securities or other property received through the exercise of any of the foregoing powers, regardless of any limitations elsewhere in this instrument relative to investments by the Trustee. 8. Purchases from Estate: The Trustee may purchase property of any kind from the Executor or Administrator of the Estates. 9. Lending: The Trustee may make loans, secured or unsecured, to the Executor or Administrator of the Estate, to any Beneficiary of the Trust, or to the Trustee. Further, the Trustee may use Trust Assets to guarantee obligations of any income Beneficiary of the Trust (unless such Beneficiary is serving as Trustee). 10. Distributions to or for Beneficiaries: The Trustee may make any distribution contemplated by this Trust Agreement (1) to the Beneficiary; (2) if the Beneficiary is under a legal disability or if the Trustee determines that the Beneficiary is unable to properly manage his or her affairs, to a person furnishing support, maintenance, or education for the Beneficiary or with whom the Beneficiary is residing for expenditures on the Beneficiary's behalf; or (3) if the Beneficiary is a minor, to a trustee of an existing trust established exclusively for the benefit of such minor, whether created by this Trust Agreement or otherwise, or to a custodian for the Beneficiary, as selected by the Trustee, under the Pennsylvania Uniform Transfer to Minors Act. Alternatively, the Trustee may apply all or a part of the distribution for the Beneficiary's benefit. Any distribution under this paragraph will be a full discharge of the Trustee with respect thereto. On any partial or final distribution of the Trust Assets, the Trustee may apportion and allocate the assets of the Trust Estate in cash or in kind, or partly in cash and partly in kind, or in undivided interests in the manner deemed advisable at the discretion of the Trustee and to sell any property REVOCABLE LIVING TRUST AGREEMENT Page 7 deemed necessary by the Trustee to make the distribution. The Trustee may distribute gifts of up to the maximum allowable per year per donee out of principal and/or interest. 11. Insurance: The Trustee may purchase new life insurance, pay the premiums on existing life insurance on the life of any Trust Beneficiary, purchase annuities (either commercial or private) from any corporation, trust, or individual, and may procure and pay the premiums on other insurance of the kinds, forms, and amounts deemed advisable by the Trustee to protect the Trustee and the Trust Estate. 12. Borrowing: The Trustee may borrow money from the Trust Estate and others. To secure the repayment thereof, the Trustee may mortgage, pledge, or otherwise encumber part or all of the Trust Assets, and in connection with the acquisition of any property, the Trustee may assume a liability or may acquire property subject to a liability. 13. Repairs: The Trustee may make ordinary and extraordinary repairs and alterations to buildings or other Trust Assets. 14. Reserves: The Trustee may establish such reserves out of income for taxes, assessments, repair, and maintenance as the Trustee considers appropriate. 15. Continuation of Business: The Trustee may continue any business or businesses in which the Trust has an interest at the time of the Settlor's death for so long as the Trustee may, in its sole discretion, consider necessary or desirable, whether or not the business is conducted by the Settlor at the time of his/her death individually, as a partnership, or as a corporation wholly owned or controlled by him, with full authority to sell, settle, and discontinue any of them when and upon such terms and conditions as the Trustee may, in its sole discretion, consider necessary or desirable. 16. Retain Property for Personal Use: The Trustee may retain a residence or other property for the personal use of a Beneficiary and to allow a Beneficiary to use or occupy the retained property free of rent and maintenance expenses. 17. Dealings with Third Parties: The Trustee may deal with any person or entity regardless of relationship or identity of any Trustee to or with that person or entity. The Trustee may hold or invest any part of or all of the Trust Estate in common or undivided interests with that person or entity. 18. Partitions, Divisions, Distributions: The Trustee will have the power to make all partitions, divisions, and distributions contemplated by this Trust Agreement. Any partitions, divisions, or other distributions may be made in cash, in kind, or partly in cash and partly in kind, in any manner that the Trustee deems appropriate (including composing shares differently). The Trustee may determine the value of any property, which valuation will be binding on all Beneficiaries. No adjustments are required to compensate for any partitions, divisions, or distributions having unequal consequences to the Beneficiaries. 19. Claims, Controversies: The Trustee may maintain and defend any claim or controversy by or against the Trust without the joinder or consent of any Beneficiary. The Trustee may commence or defend at the expense of the Trust any litigation with respect to the Trust or any property of the Trust Estate as the Trustee may deem advisable. The Trustee may employ, for reasonable compensation, such counsel as the Trustee shall deem advisable for that purpose. REVOCABLE LIVING TRUST AGREEMENT Page 8 20, Merger of Trusts: If at any time the Trustee of any trust created hereunder shall also be acting as trustee of any other trust created by trust instrument or by trust declaration for the benefit of the same beneficiary or beneficiaries and upon substantially the same terms and conditions, the Trustee is authorized and empowered, if in the Trustee's discretion such action is in the best interest of the Beneficiary or Beneficiaries, to transfer and merge all of the assets then held under such trust created pursuant to this Trust Agreement to and with such other trust and thereupon to terminate the trust created pursuant to this Trust Agreement. The Trustee is further authorized to accept the assets of any other trust which may be transferred to any trust created hereunder and to administer and distribute such assets and properties so transferred in accordance with the provisions of this Agreement. 21. Termination of Small Trust: Any corporate Trustee which is serving as the sole Trustee of any Trust or any Share thereof may at any time terminate such Trust or Share if, in the Trustee's sole judgment, the continued management of such Trust or Share is no longer economical because of the small size of such Trust or Share and if such action will be deemed to be in the best interests of the Beneficiary or Beneficiaries. In case of such termination, the Trustee will distribute forthwith the share of the Trust Estate so terminated to the income Beneficiary, per stirpes. Upon such distribution, such Trust or Share will terminate and the Trustee will not be liable or responsible to any person or persons whomsoever for its action. The Trustee will not be liable for failing or refusing at any time to terminate any Trust or a Share thereof as authorized by this paragraph. 22. Power to Determine Income and Principal: Dividends payable in stock of the issuing corporation, stock splits, and capital gains will be treated as principaL Except as herein otherwise specifically provided, the Trustee will have full power and authority to determine the manner in which expenses are to be borne and in which receipts are to be credited as between principal and income. The Trustee has the power to determine what will constitute principal or income and may withhold from income such reserves for depreciation or depletion as the Trustee may deem fair and equitable. In determining such matters, the Trustee may give consideration to the provisions of the Pennsylvania Statutes (or its successor statutes) relating to such matters, but it will not be bound by such provisions. 23. Generation-Skipping Taxes and Payment: If the Trustee considers any distribution or termination of an interest or power hereunder as a distribution or termination subject to a generation-skipping tax, the Trustee is authorized: a. To augment any taxable distribution by an amount which the Trustee estimates to be sufficient to pay such tax and charge the same to the particular trust to which the tax related without adjustment of the relative interests of the Beneficiaries; b. To pay such tax, in the case of a taxable termination, from the particular trust to which the tax relates without adjustment of the relative interests of the Beneficiaries. If such tax is imposed in part by reason of the Trust Assets, the Trustee will pay only the portion of such tax attributable to the taxable termination hereunder taking into consideration deductions, exemptions, credits, and other factors which the Trustee deems advisable; and c. To postpone final termination of any particular trust and to withhold any portion or all of the Trust Estate until the Trustee is satisfied that the Trustee no longer has any liability to pay any generation-skipping tax with reference to such trust or its termination. REVOCABLE LIVING TRUST AGREEMENT Page 9 Section 4.04 - Special Provision for S Corporation Stock Notwithstanding what is otherwise provided in this Trust Agreement, if at any time the Trust contains any stock of a corporation which elects or has elected treatment as an "S Corporation" as defined by Section 1361(a)(1) of the illternal Revenue Code (or any corresponding successor statute), such stock will be segregated from the other assets of such and treated as a separate trust. The Trustee will further divide the separate trust into shares for each Beneficiary and such shares will be distributed outright or held in trust as herein provided. ill addition, all other provisions of this Trust Agreement will apply to each share held in trust (and constituting a separate trust) except that the Trustee will distribute all of the income from each separate trust to its Beneficiary in convenient installments at least annually. It is the Settlor's intent that each separate trust will be recognized as a "Qualified Subchapter S Trust" ("QSST") under Section 1361(d)(2) of the Internal Revenue Code (or any corresponding successor statute). Notwithstanding any provisions of this Trust Agreement to the contrary, the Trustee's powers and discretions with respect to the administration of each separate trust (including methods of accounting, bookkeeping, making distributions, and characterizing receipts and expenses) will not be exercised or exercisable except in a manner consistent with allowing each separate trust to be treated as a QSST as above described. ARTICLE FIVE Trustee Powers with a Probate Estate Section 5.01 - Coordination with Settlor's Probate Estate 1. At any time during the continuance of this Trust, including subsequent to the death of Settlor, the Trustees may, in their sole and uncontrolled discretion, distribute to the deceased Settlor's Probate Estate cash and/or other property as a Beneficiary of the Trust. 2. All other provisions to the contrary notwithstanding, under no circumstances shall any restricted proceeds, as hereinafter defined, be either directly or indirectly: (i) distributed to or for the benefit of the Settlor's Executors or the Settlor's Probate Estate; or (ii) used to pay any other obligations of the Settlor's Estate. The term "Restricted Proceeds" means: a. All qualified plans, individual retirement accounts, or similar benefits which are received or receivable by any Trustee hereunder, and which are paid solely to a Beneficiary other than the Executor of the Settlor's Gross Estate for Federal Estate Tax purposes; and b. All proceeds of insurance on the Settlor's life which, if paid to a Beneficiary other than the Settlor's Estate, would be exempt from inheritance or similar death taxes under applicable state death laws. Section 5.02 - Direction to Minimize Taxes In the administration of the Trust hereunder, its Fiduciaries shall exercise all available tax related elections, options, and choices in such a manner as they, in their sole but reasonable judgment (where appropriate, receiving advice of tax counsel), believe will achieve the overall minimum in total combined present and reasonably anticipated future administrative expenses and taxes of all kinds. This applies not only to said Trust, but also to its Beneficiaries, to the other Trusts hereunder and their Beneficiaries, and to the Settlor's Probate Estate. Without limitation on the generality of the foregoing direction (which shall to that extent supercede the usual fiduciary duty of impartiality), such Fiduciaries shall not be accountable to any person interested in this Trust or to Settlor's Estate for the manner in which they shall carry out this direction to minimize REVOCABLE LIVING TRUST AGREEMENT Page 10 overall taxes and expenses (including any decision they may make not to incur the expense of a detailed analysis of alternative choices). Even though their decisions in this regard may result in increased taxes or decreased distributions to the Trust, to the Estate, or to one or more Beneficiaries, the Fiduciaries shall not be obligated for compensation readjustments or reimbursements which arise by reason of the manner in which the Fiduciaries carry out this direction. Section 5.03 - Judgment and Discretion of Trustee In the absence of proof of bad faith, all questions of construction or interpretation of any trusts created by this Trust Agreement will be finally and conclusively determined solely by the Trustee, according to the Trustee's bestjudgrnent and without recourse to any court. Each determination by the Trustee is binding on the Beneficiaries and prospective Beneficiaries hereunder, both in being and unborn, as well as all other persons, firms, or corporations. The Trustee, when exercising any discretionary power relating to the distribution or accumulation of principal or income or to the termination of any trust, will be responsible only for lack of good faith in the exercise of such power. Each determination may be relied upon to the same extent as if it were a final and binding judicial determination. In the event of a conflict between the provisions of this Trust Agreement and those of the Pennsylvania Statutes, the provisions of this Agreement will control. ARTICLE SIX Resolution of Conflict Section 6.01 - Resolution of Conflict Any controversy between the Trustee or Trustees and any other Trustee or Trustees, or between any other parties to this Trust, including Beneficiaries, involving the construction or application of any of the terms, provisions, or conditions of this Trust shall, on the written request of either or any disagreeing party served on the other or others, shall be submitted to arbitration. The parties to such arbitration shall each appoint one person to hear and determine the dispute and, if they are unable to agree, then the two persons so chosen shall select a third impartial arbitrator whose decision shall be final and conclusive upon both parties. The cost of arbitration shall be borne by the losing party or in such proportion as the arbitrator(s) shall decide. Such arbitration shall comply with the commercial arbitration rules of the American Arbitration Association, 140 West 51st Street, New York, NY 10200. Sectiou 6.02 - Incontestability The beneficial provisions of this Trust Agreement are intended to be in lieu of any other rights, claims, or interests of whatsoever nature, whether statutory or otherwise, except bona fide pre-death debts, which any Beneficiary hereunder may have in Settlor's Estate or in the properties in trust hereunder. Accordingly, if any Beneficiary hereunder asserts any claim (except a legally enforceable debt), statutory election, or other right or interest against or in Settlor's Estate, or any properties of this Trust, other than pursuant to the express terms hereof, or directly or indirectly contests, disputes, or calls into question, before any court, the validity of this Trust Agreement, then: 1. Such Beneficiary shall thereby absolutely forfeit any and all beneficial interests of whatsoever kind and nature which such Beneficiary or his or her heirs might otherwise have under this Trust Agreement and the interests of the other Beneficiaries hereunder shall thereupon be appropriately and proportionately increased; and REVOCABLE LIVING TRUST AGREEMENT Page 11 2. All of the provisions of this Trust Agreement, to the extent that they confer any benefits, powers, or rights whatsoever upon such claiming, electing, or contesting Beneficiary, shall thereupon become absolutely void; and 3. Such claiming, electing, or contesting Beneficiary, if then acting as a trustee hereunder, shall automatically cease to be a Trustee and shall thereafter be ineligible either to select, remove, or become a Trustee hereunder. Section 6.03 - Trust Contests and Specific Omissions If any beneficiary under this trust, singly or in conjunction with any other person or persons, directly or indirectly: 1. contests in any court the validity of this trust or, in any manner, attacks or seeks to impair or invalidate any of its provisions; 2. contests in any court the validity of the Settlor's Trust or, in any manner, attacks or seeks to impair or invalidate any of its provisions; 3. seeks to obtain an adjudication in any proceeding in any court that this trust or any of its provisions or that Settlor's Trust or any of its provisions is void; 4. claims entitlement by way of any written or oral contract to any portion of the Settlor's estate, whether in probate or under this instrument; 5. unsuccessfully challenges the appointment of any person named as Trustee or successor Trustee of this Trust, 6. objects in any manner to any action taken or proposed to be taken in good faith by the Trustee Settlor's Trust; 7. objects to any construction or interpretation of this Trust, or any provision of it, that is adopted or is proposed in good faith by the Trustee; 8. unsuccessfully seeks the removal of any person acting as Trustee of any Trust created under this instrument; 9. files any creditor's claim in Settlor's estate (without regard to its validity), whether the claim arose before or after the date of this instrument, but excepting claims for cash advanced or paid for expenses of the Settlor's last illness or funeral paid by said claimant; 10. attacks or seeks to invalidate any designation of beneficiaries for any life insurance policy on Settlor's life; 11. attacks or seeks to invalidate any designation of beneficiaries for any pension or IRA or other form of qualified or non-qualified asset or deferred compensation account, agreement or arrangement; 12. attacks or seeks to invalidate any trust which Settlor has created or may create during Settlor's lifetime, or any provision thereof, as well as any gift which Settlor has made or will made during Settlor's lifetime, whether before or after the date of this instrument; 13. attacks or seeks to invalidate any transaction by which Settlor sold any assets (whether to a relative of Settlor's or otherwise); or 14. refuses a request of Settlor's Trustee, Executor or other fiduciary to assist in the defense against any of the foregoing acts or proceedings, then that person's right to take any interest given to him or her by this trust shall be determined as it would have been determined if the person had predeceased the execution of this trust instrument without issue surviVmg. REVOCABLE LIVING TRUST AGREEMENT Page 12 The provisions of the foregoing paragraph shall not apply to any disclaimer by any person of any benefit under this trust or under the Settlor's Trust. In the event that any provision of this Article is held to be invalid, void or illegal, the same shall be deemed severable from the remainder of the provisions of this Article and shall in no way affect, impair or invalidate any other provision in this Article; and if such provision shall be deemed invalid due to its scope or breadth, such provision shall be deemed to exist to the extent of the scope or breadth permitted by law. Section 6.04 - Benefits Confidential The Settlor further declare that it is his/her desire and intent that the provisions of this Trust Agreement are to remain confidential as to all parties. The Settlor directs that only the information concerning the benefits paid to any particular Beneficiary shall be revealed to such individual and that no individual shall have a right to information concerning the benefits being paid to any other Beneficiary. ARTICLE SEVEN General Provisions Section 7.01 - Distribution in Kind or in Cash On any division of the assets of the Trust Estate in to shares or partial shares, and on any final or partial distribution of the assets of the Trust Estate, the Trustee, at his or her absolute discretion, may divide and distribute undivided interests of such assets on a pro rata or non-pro rata basis, or may sell any part of or all of such assets and may make divisions or distributions in cash or partly in cash and partly in kind. The decision of the Trustee, either prior to or on any division or distribution of such assets, as to what constitutes a proper division of such assets of the Trust Estate, shall be binding on all persons interested in any trust provided for in this Trust Agreement. Section 7.02 - Spendthrift Provision Neither the principal nor the income of the trust shall be liable for the debts of a Beneficiary. Except as otherwise expressly provided in this Agreement, no Beneficiary of any trust shall have any right, power, or authority to alienate, encumber, or hypothecate his or her interest in the principal or income of this Trust in any manner, nor shall the interests of any Beneficiary be subject to the claims of his or her creditors or liable to attachment, execution, or other process of law. The limitations herein shall not restrict the exercise of any power of appointment or the right to disclaim. Section 7.03 - Definition of Children The terms "Child" and "Children" as used in this Agreement mean the lawful issue of a Settlor. This defmition also includes children legally adopted by a Settlor. Section 7.04 - Handicapped Beneficiaries AllY Beneficiary who is determined by a court of competent jurisdiction to be incompetent shall not have any discretionary rights of a Beneficiary with respect to this Trust, or to their share or portion thereof. The Trustee shall hold and maintain such incompetent Beneficiary's share of the Trust estate and shall, in the Trustee's sole discretion, provide for such Beneficiary as that Trustee would provide for a minor. Notwithstanding the foregoing, any Beneficiary who is diagnosed for the purposes of governmental benefits (as hereinafter delineated) as being not competent or as being disabled, and who shall be entitled to governmental support and benefits by reason of such incompetency or disability, shall cease to be a Beneficiary of this Trust. Likewise, they shall cease to be a Beneficiary if any share or portion of the REVOCABLE LIVING TRUST AGREEMENT Page 13 principal or income of the Trust shall become subject to the claims of any governmental agency for costs or benefits, fees, or charges. The portion of the Trust Estate which, absent the provisions of this section, would have been the share of such incompetent or handicapped person shall be retained in trust for as long as that individual lives. The Trustee, at his or her sole discretion, shall utilize such funds for the maintenance of that individual. If such individual recovers from his or her incompetency or disability and is no longer eligible for aid from any governmental agency, including costs or benefits, fees, or charges, such individual shall be reinstated as a Beneficiary after 60 days from such recovery and the allocation and distribution provisions as stated herein shall apply to that portion of the Trust Estate which is held by the Trustee subject to the foregoing provisions of this section. If said handicapped Beneficiary is no longer living and shall leave children then living, the deceased child's share shall pass to those children per stirpes. If there are no children, the share shall be allocated proportionately among the remaining Beneficiaries. ARTICLE EIGHT Successor Trustee Appointments Section 8.01 - Trustees All Trustees are to serve without bond. The following will act as Trustees of any Trusts created by this Trust Agreement, in the following order of succession: First: The undersigned, Raymond L. Schaffer Second: At the death or incapacity of Raymond L. Schaffer, Miriam L. Brown shall serve as First Successor Trustee. Third: Howard R. Brown shall serve as Second Successor Trustee. Last: A Trustee chosen by the majority of Beneficiaries, with a parent or legal guardian voting for minor Beneficiaries; provided, however, that the children of any deceased Beneficiary shall collectively have only one vote. Section 8.02 - Allocation and Distribution of The Trust Assets The Trustees shall allocate, hold, administer, and distribute the Trust Assets as hereinafter provided: 1. Upon the death of the Settlor, the Trustee shall make any separate distributions the Trust Assets in the manner hereinafter prescribed. Section 8.03 - Personal Property Distribution Notwithstanding any provision of this Trust Agreement to the contrary, the Trustee must abide by any memorandum by the Settlor, particularly that contained in the section entitled "Special Directives" incorporated into this Trust Instrument, directing the disposition of Trust Assets of every kind including, but not limited to, furniture, appliances, furnishings, pictures, china, silverware, glass, books, jewelry, wearing apparel, and all policies of fire, burglary, property damage, and other insurance on or in connection with the use of property. Otherwise, any personal and household effects of the Settlor shall be distributed with the remaining assets of the Trust Estate. REVOCABLE LIVING TRUST AGREEMENT Page 14 Section 8.04 - Liability of Trustee The Trustee will not be responsible or liable for any loss which may occur by reason of depreciation in value of the properties at any time belonging to the Trust Estate nor for any other loss which may occur, except that the Trustee will be liable for each Trustee's own negligence, neglect, default, or willful wrong. The Trustee will not be liable or responsible for the acts, omissions, or defaults of any agent or other person to whom duties may be properly delegated hereunder (except officers or regular employees of the Trustee) if such agent or person was appointed with due care. The Trustee may receive reimbursement from the Trust Estate for any liability, whether in contract or in tort, incurred in the administration of the Trust Estate in accordance with the provisions hereof, and the Trustee may contract in such form that such Trustee will be exempt from such personal liability and that such liability will be limited to the Trust Assets. Section 8.05 - Successor Trustees Any Successor Trustee shall have all the power, rights, discretion, and obligations conferred on a Trustee by this Trust Agreement. All rights, titles, and interest in the property of the Trust shall immediately vest in the successor Trustee at the time of appointment. The prior Trustee shall, without warranty, transfer to the Successor Trustee the existing Trust property. No Successor Trustee shall be under any duty to examine, verify, question, or audit the books, records, accounts, or transaction of any preceding Trustee; and no Successor Trustee shall be liable for any loss or expense from or occasioned by anything done or neglected to be done by any predecessor Trustee. A Successor Trustee shall be liable only for his or her own acts and defaults. ARTICLE NINE Rule Against Perpetuities Section 9.01 - Perpetuities Savings Clause Notwithstanding any other provision of this instrument, the Trusts created hereunder shall terminate not later than twenty-one (21) years after the death of the last survivor of the Settlor and any other Beneficiary or Beneficiaries named or defined in this Trust living on the date of the death of the Settlor. The Trustee shall distribute remaining Trust principal and all accrued or undistributed net income hereunder to the Beneficiary or Beneficiaries. If there is more than one Beneficiary, the distribution shall be in the proportion in which they are Beneficiaries; if no proportion is designated, then the distribution shall be in equal shares to such Beneficiaries. ARTICLE TEN General Provisions Section 10.01 - Governing Law It is not intended that the laws of only one particular state shall necessarily govern all questions pertaining to all of the Trust hereunder. 1. The validity of the Trust hereunder, as well as the validity of the particular provisions of that Trust, shall be governed by the laws of the state which has sufficient connection with the Trust to support such validity. REVOCABLE LIVING TRUST AGREEMENT Page 15 2. The meaning and effect of the terms of this Trust Agreement shall be governed by the laws of the Commonwealth of Pennsylvania. 3. The administration of this Trust shall be governed by the laws of the state in which the principle office of the Trustee then having custody of the Trust's principal assets and records is located. The foregoing shall apply even though the situs of some Trust Assets or the home of the Settlor, a Trustee, or a Beneficiary may at some time or times be elsewhere. Section 10.02 - Invalidity of Any Provision If a court finds that any provision of this Trust Agreement is void, invalid, or unenforceable, the remaining provisions of this Agreement will continue to be fully effective. Section 10.03 - Headings The use of headings in connection with the various articles and sections of this Trust Agreement is solely for convenience and the headings are to be given no meaning or significance whatsoever in construing the terms and provisions of this Agreement. Section 10.04 - Internal Revenue Code Terminology As used herein, the words "Gross Estate," "Adjusted Gross Estate," "Taxable Estate," "Unified Credit," "State Death Tax Credit," "Maximum Marital Deduction," "Marital Deduction," and any other word or words which from the context in which it or they are used refer to the Internal Revenue Code shall be assigned the same meaning as such words have for the purposes of applying the Internal Revenue Code to a deceased Settlor's Estate. Reference to sections of the Internal Revenue Code and to the Internal Revenue Code shall refer to the Internal Revenue Code amended to the date of such Settlor's death. REVOCABLE LIVING TRUST AGREEMENT Page 16 SPECIAL DIRECTIVES OF RAYMOND L. SCHAFFER I, RAYMOND L. SCHAFFER, a resident of the County of CUMBERLAND, Commonwealth of Pennsylvania, being of lawful age, and of sound and disposing mind and memory, and not acting under duress, fraud, or undue influence, hereby make, publish and declare this to be my Special Directive, and I Incorporate THE RAYMOND L. SCHAFFER REVOCABLE LIVING TRUST AGREEMENT. FIRST The natural objects of my affection are: My Child - Diane F arreZ My Sister - Miriam L. Brown SECOND I direct that all estate and inheritance taxes payable as a result of my death, not limited to taxes assessed on property, shall be paid out of the residue of my Estate, and shall not be deducted or collected from any League, Devisee, or Beneficiary hereunder. TIllRD In the event either of my named Beneficiaries should predecease me, all of the Trust Estate shall be distributed to the remaining primary Beneficiary. FOURTH In the event all of my named Beneficiaries predecease me, all of the Trust Estate shall be distributed to my heirs at law. FIFTH I direct that all outstanding debts and/or loans owed by any Beneficiary shall be forgiven and deemed as having not existed. SIXTH I direct that the UNITED METHo.DIST CHURCH (New Kingston, Pennsylvania) shall receive the sum of $5,000.00. REVOCABLE LIVING TRUST AGREEMENT Page 17 SEVENTH I direct that ST. STEPHEN LUTHERAN CHURCH (New Kingston, Pennsylvania) shall receive the sum of $5,000.00. EIGHTH I direct that the SALVATION ARMY (Carlisle, Pennsylvania) shall receive the sum of $5,000.00. NINTH I direct that MARY DORMAN, GEORGE A. WENRICK and WENDA L. RITTER shall each receive the sum of$5,OOO.00. TENTH I direct that DIANE FARREL shall be specifically excluded from receiving any portion of this Trust Estate. ELEVENTH I direct that, before any distribution of the assets of the Trust Estate to the named Beneficiaries, certain specific distributions, if any, shall be made from the assets as set forth on the list attached hereto and marked "Exhibit A." REVOCABLE LIVING TRUST AGREEMENT Page 18 DATED to be effective this / /1 dayoJt/~ '} ..c;--; ~ .....) , . SETTLOR: ~~d~!~#0-C ACCEPTED BY TRUSTEE: ^'~~~ /jJ~/k:"b. RA YM . L SCHAFFER " /, COMMONWEALTH OF PENNSYLVANIA COUNTY OF CUMBERLAND This instrument was aclmowledged before me on the date herein set forth by RAYMOND L SCHAFFER as Settlor and Trustee to certify which witness my hand and seal of office. NOTARIAL SEAL TODD 8. GARRY, Notary Public Lower Southampton Twp., Bucks County My Commission Expires May 3, 2004 REVOCABLE LIVING TRUST AGREEMENT Page 19 GENERAL AMENDMENT TO REVOCABLE LIVING TRUST AGREEMENT TO: RAYMOND L. SCHAFFER, AS TRUSTEE UNDER THE RAYMOND L. SCHAFFER REVOCABLE LIVING TRUST AGREEMENT DATED: JULY 16,2003 Pursuant to the right reserved to me, as Settlor under Article One of the above Trust Agreement, I amend THE RAYMOND L. SCHAFFER REVOCABLE LIVING TRUST AGREEMENT as follows: I amend Article VIII Section 8.01 of the Trust Agreement and substitute therefore the following: Section 8.01 - Trustees All Trustees are to serve without bond. The following will act as Trustees of any Trusts created by this Trust Agreement, in the following order of succession: First: The undersigned, Raymond L. Schaffer Second: At the death or incapacity of Raymond L. Schaffer, George A. Weinrich shall serve as First Successor Trustee. Last: A Trustee chosen by the majority of Beneficiaries, with a parent or legal guardian voting for minor Beneficiaries; provided, however, that the children of any deceased Beneficiary shall collectively have only one vote. DATED this ;;/ dayotf/~ GJ:/~ s~' ~ ~g6#~ (Prin-fud Name of Witness) ), t'gJ ~...~~ J~~ T STEE _~ /k<<J~ WITNES . ' . r:;.eC'Ti, c f! til~vr,~~ (Printed N e of WItness) ,/ y~ER MY ~ seal of office on this the . J/ day of _-.------~8fY M~tarl.')l S8ai. '\ J"ItV ~.~. ~ lhl' ,.,.......;'" L Tl1onlf,S, no1wy ,Uu,lC v}'t\dh~' ,_ i - \-;:1 ,,:--: rOUl11V U~m"''''enTlIlp.. ,....urn )",r,A.-.. r.: " nl2 i""- . l- '._~... ..'...."./ ~ .c104 j. My CommisslOi. c;(p\l'''~ ,v..~,. , ~--c-~ mber, Pennsy\va~dation 01 NotarJeS GENERAL AMENDMENT TO REVOCABLE LIVING TRUST AGREEMENT TO: RAYMOND L SCHAFFER, AS TRUSTEE UNDER THE RAYMOND L. SCHAFFER REVOCABLE LIVING TRUST AGREEMENT DATED: JULY 16,2003 Pursuant to the right reserved to me, as Settlor under Article One of the above Trust Agreement, I amend THE RAYMOND L. SCHAFFER REVOCABLE LIVING TRUST AGREEMENT as follows: I amend Article ITI Section 3.03 Paragraph 1 of the Trust Agreement and substitute therefore the following: Section 3.03 - Trust Income and Principal Distribution 1. The Trustee shall apply and distribute the net income and principal of each of the shares of the resulting Trust Estate, after giving effect to the section of this Trust Agreement entitled "Special Directives" to the following Beneficiaries in the indicated percentile shares: daYOf,/b~ Po. -----, /; ~~)d<7J'{ ~. . _._c,/~ SS ~{J~~ (i Name 0 Itness) George A. Weinrich DATED this /' -: ~ C c.?p-~~ 11 10)elOrJ c~ J (Printed Na e of WItness) 100% GIVEN UNDER MY HAND and seal of office on this the !\\){!::.\)S T ,~oo3. " 'lli. 0-.0 day of Notarial Seal Cynthla l. Thomas, Notary Public HampdenTwp., Cumberland County My Commission Expires Nov. 1. 2004 Member, Pennsylvania Association of Notaries GENERAL AMENDMENT TO REVOCABLE LIVING TRUST AGREEMENT TO: RAYMOND L. SCHAFFER, AS TRUSTEE UNDER THE RAYMOND L. SCHAFFER REVOCABLE LIVING TRUST AGREEMENT DATED: JULY 16,2003 Pursuant to the right reserved to me, as Settlor under Article One of the above Trust Agreement, I amend THE RAYMOND L. SCHAFFER REVOCABLE LIVING TRUST AGREEMENT as follows: I amend the SPECIAL DIRECTIVES Section of the Trust Agreement to include therefore the following: TWELFTH I direct that the SIXTH, SEVENTH, EIGHTH AND NINTH SPECIAL DIRECTIVES shall be deleted. THIRTEENTH UNITED METHODIST CHURCH (New Kingston, Pennsylvania) shall receive the sum of $10,000.00. FOURTEENTH I direct that ST. STEPHEN LUTHERAN CHURCH (New Kingston, Pennsylvania) shall receive the sum of $1 0,000.00. FIFTEENTH I direct that the SALVATION ARMY (Carlisle, Pennsylvania) shall receive the sum of $1 0,000.00. i- SIXTEEN~/..J I direct that MARY DORMAN, GEORGE A. WENRl~ ~A L. RITIER shall oach "ccive the .;:-- sumof~~O;~.~'ff7':,-0:~ p"~N"/<4 G.IIcAPlA./b1ilv;t/l/UJ&Cg.Jt(J~ #; Ji-/;;L-...- f, ?- f//-VI.J---1 -7.#/:,: 7P;Vj 1'1'(;' N /f ~/q. #'~_ /) DATED this o/-r daYOf/!~ ~.---/. ~...:J // .L ~~ - . WITNES~ ~. ~ / .' NOT ALSEAl /// /..7.~~_::::::</"""_\_:----'" .. . ,Notary. P.lIb1iC ~~ Twp., BucksCoooty ( rinted Name of Witness) (Printed Name ofW tne COmm\IalOnExpi~M!W3,.2004 2~ER ~d seal of office on this thL day of Notarial Sea! Nota oJ CynthIa l. Tnomas, Notary Public HamiXlen Twp., Cumberland Counry I My Commission Expires Nov. 1, 2004~ ...._J.,.,.r Dn............I.........;ro. J................;_;......... _(f',I.......h...";,,... GENERAL AMENDMENT TO REVOCABLE LIVING TRUST AGREEMENT TO: RAYMOND L. SCHAFFER, AS TRUSTEE UNDER THE RAYMOND L. SCHAFFER REVOCABLE LIVING TRUST AGREEMENT DATED: ruL Y 16,2003 Pursuant to the right reserved to me, as Settlor under Article One of the above Trust Agreement, I amend THE RAYMOND L. SCHAFFER REVOCABLE LIVING TRUST AGREEMENT as follows: I amend the SPECIAL DIRECTIVES Section of the Trust Agreement to include therefore the following: SEVENTEENTH I direct that wherever the name MIRIAM L. BROWN appears in this Trust Agreement, it shall be read as MIRIAM M. BROWN. DATED this / ~ .1w~A all WITNES1 r (Printed GIVEN UNDER MY HAND and seal of office on this the ~ day of f\0C:0. uST , c2003. ~. ~~~I Pu lie, Commonwealth of Pennsylvania Notarial Seal Cynthia L Thomas, Notary Public Hampden Twp., Cumberland Cmmly My Commission Expires Noy. 1 . 2004 Member, Pennsylvania Association of Notaries GENERAL AMENDMENT TO REVOCABLE LIVING TRUST AGREEMENT TO: RAYMOND L. SCHAFFER, AS TRUSTEE UNDER THE RAYMOND L. SCHAFFER REVOCABLE LIVING TRUST AGREEMENT DATED: JULY 16, 2003 Pursuant to the right reserved to me, as Settlor under Article One of the above Trust Agreement, I amend THE RAYMOND L. SCHAFFER REVOCABLE LIVING TRUST AGREEMENT as follows: I amend the SPECIAL DIRECTIVES Section of the Trust Agreement to include therefore the following: EIGHTEENTH I direct that the FIFTEENTH SPECIAL DIRECTIVE shall be deleted. NINETEENTH I direct that the SALVATION ARMY (Carlisle, Pennsylvania) shall receive the sum of $4,000.00. TWENTIETH I direct that my sister, MIRIAM M. BROWN, shall receive the sum of$15,000.00. day of DATED this \( WITNESS .X: - WITNESS (Printed Name of Witness) (Printed Name of Witness) GIVEN UNDER MY HAND and seal of office on this the day of Notary Public, Commonwealth of Pennsylvania Page 1 of 1. _ T J ~-~-- --rl -- ...- ._-~.~ 'HU~U ,~ VB HIL HI lllC rcuu~Y1vanla UIVISlOn or Vital Kecords In accordance with Act 66, P.i.. 304, approved by the rQneral Assembly, June 29, 1953. WARNING: It is illegal to duplicate this copy by photostat or photograph. ~ C~~ tfW>foL No. Frank Yeropoli State Registtar Calvin B. Johnson, M.D., M.P.H. Secretary of Health 0984559 Nav 2 J 2006 Date H'05143REv 0212006 TYPE. IPRlNT IN PERMANENT BLACK INK COMMONWEALTH OF PENNSYLVANIA. DEPARTMENT OF HEALTH . VITAL RECORDS CERTIFICATE OF DEATH 099065 J.i ~ ~ ~ :< <i ComjlIete '- 230< only.... physiCian is noIavaitablea(limeofde 10 certify cause d dealtl "ems 24-2t) musl be compIeled by ~ who pl'0J\0'JfICeS. death 12 No : Appro;cirnaleinterval: : Orrset\oOealh Pari II Enlef other 00nifca11 condililm conlribuliro 10 deaIh but 001 resuIIing '" lheundEnylngcaJSe given in Part I 28. ~~ Use ConIOOuIe 10 Death? ffy,. Op_ o No 0 "'k",,"' 29 If Female o Not pregnant withlfl pasl year o ?ego""" ""'. of '""'" o No! pregnantl>rt ",egoam ,,''''''2 da" oIdealh o Not pregnant buI pregnant 43 days 10 1 ye.. oIdealh o UnIlno'Nn if Pfegn<Wll within lhe pasl year 32, Place of Io,ury Home. Fann, Street. Factory, Office 9uikting. elc (Specify) [M~:'~.0~~M" '2/ je4. Sequenbally II5f c.ondibons, II any ~r:1:=:~~~E iOiseClSe01' IfIjurythai irlitiatedIhe eYenlSresuflingindeatt\)U,ST. Due 10 (or as a c:onuquenee of) Due 10 (Of as a con&I!QUf/'fICe of) o yo; e<, JOb W~~AuropsyF\Ildings 31. ManrOlDeath ~:~=~:~ 8 Natura O~cde Dyes 0 No 0""""'" 0 Pending '''''''''''''''' o S,cide 0 Cou~ No! be Oeternm<d 32d TirnedtnJUtY 32Q LocarlOfl ollnlW'Y (Street city 11oYm. state} 30a Was an Autopsy Performed? OPedeSlriilll 33a. Certifif'r ldleck only one) CertifyHtg physkian jPtlYSJOOn certifying calISe of dealh when anoIt\ef ~an has pronounced death and compIered Item 23) 10 the belt of my knowl8d98, death oecut1ed due to the tlule{lllndrnannerlSltat89_ __ _ __ _ __ ____ _ __ _ ____ _ _ __ _ _ _ _ _ _ __ ~:O:U:~I:~== ~::;:=t~~':,;n~~I~t:~"':~:~ menner h ltattd_ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _.D =: ~:"~":.~~= and, 01" inYHtigatlon. in my opinion, dHlfl (lCCurtMf. the time. date, Ind plKt, Ind due to the. causets) and 1fWrI\o8r.. atatpg, _ JJ I o i I). ,1 (See instructions and examples on reverse I \l, EXHIBIT C ORDER OF COURT DATED AUGUST 3, 2007 Appointing Patricia A. Wenrich as Administrator d.b.n.c.t.a and Successor Trustee of the Trust IN RE: RAYMOND L. SCHAFFER, DECEASED IN THE COURT OF COMMON PLEAS, CUMBERLAND COUNTY, PENNSYLVANIA NO. 21-06-0423 AND NOW this ORDER OF COURT ~ day of August, 2007, following a hearing, IT IS ORDERED: (1) Patricia A. 'v'Venrich IS appointed successor trustee of the Raymond R. Schaffer Revocable Living Trust. (2) The Clerk of the Orphan's Court is authorized to grant Letters of Administration d.b.n.c.t.a. to Patricia A. Wenrich. Lowell R. Gates, Esquire 1013 Mumma Road, Suite 100 Lemoyne, PA 17043 :sal ':; -=-= 0 -:~-:.~g -"' -. --:- t ~ -~':~~ A TRUE COPY FROM RECORD In Testimony wherof, I hereunto set my hand and the seal of said Court at Carlisle, PA wct 0'1' This.:.t..-.dayof 20kL rj , Q nJ'\rN\ "\ ; 7 'IU>>IV <--) ':_) .,:,-=)~ .- ---1 ~ -~.~: Clerk of the rphans Court Cumberland County ,....-'> ~:" = ......... ~ '.- (f) \ W ...i.~.. r:--? ~ 0" / EXHIBIT D DISTRIBUTION TO WENDA RITTER (Issued Prior to Death of Grantor) 2590 -- - --~ -. -.-. . -- -. - .,-.-- - -- DATE 1rJ? -,,/=>- CJh- ---~-- ~!,;r:~~rA~1f:%~ ~:.:~ - RAYMOND L SCHAFFER ']hI REDWOOD LANE CARLISLE, PA 17013-7840 00-822412313 0041401431 o ~ ~ It i! ! to i ~ g . l\t1st MEMBERS 1- fEDERAL CIlIDIT UNlON ,.....~'A 171155 .....__1__ MEMO OO~~~o~~l9~~:t~.~ ~: 2l ~ lB 2 2~ ~I: ~M,{1"o'..tE Tracer: 1223015896 - Amt: $5,000.00 - 12/23/2005 . ~ "- ~ '-.iIi.. -r..-."" ._:"'~-.j ~ ao (.)-,,: =- ,v ,.<',:'..,. C)'-=~ ~:'~l'l :~' :~~~:::-: ~:~ ;' , ~ . '.I -' _. '") : ._~ (~~~: ~~:.: ,?- -: - c~... ; .~; ~~<:> - ("'._' -, t, , N .~ L~i~l'j"'-L"l , "'" - "" '-- r- : .. ~I ~ .:",.,V- > .'':' A Li 2 A- " . <<- <<>-- 0- cO ..r-) ~ eO -- - -- - - - -- == :: -- =-:-:: ==-=.. "[;. ~ ? ~~:':C:.L:..::: '" . .' ~ .. . ! . I ZZM ' ts:r~~ ~1Z'1l~ I'm ~d Iiw i - - '. . ...; ~- f" - .., , I ~ ~ ~. (~. . r. b 90=){d \T290=:JCfL: OOg'O==,U..t3' : ~lrHd-aC{~ OpoOOOrso - - S002S~2 J : 08g86~9r60 ' " Tracer: 1223015896 - Amt: $5,000.00 - 12/23/2005 y EXHIBIT E Copies of (2) Letters from the Commonwealth of Pennsylvania Office of the Attorney General COMMONWEALTH OF PENNSYLVANIA OFFICE OF ATTORNEY GENERAL TOM CORBETT ATTORNEY GENERAL May 10, 2007 Charitable Trusts and Organizations Section 14th Floor, Strawberry Square Harrisburg, PA 17120 (717) 783-2853 (717) 787-1 190 (F::tx No) j co I es((!)attorncygencral. gOY Lowell R. Gates, Esquire GATES, HALBRUNER & HATCH, P.c. Law Offices 1013 Mumma Road, Suite 100 Lemoyne, PA 17043 RE: ESTATE OF RAYMOND L. SCHAFFER/No.: 21-06-0423 Dear Mr. Gates: I am writing in response to your letter dated March 20, 2007, regarding the above estate. I have reviewed the letter and the Agreement to Designate Successor Trustee and have no objection to the appointment of Patricia A. Wenrich as the administratrix d.b.n.c.t.a. and successor trustee, but do object to the list of residuary beneficiaries on Exhibit "C" to the Agreement. The Amendment to Mr. Schaffer's Trust which purportedly deletes the 15th Special Directive and directs that the Salvation Army shall receive the sum of $4,000.00 was not signed, witnessed, dated or notarized, and thus does not appear to be valid. The prior Amendment which provided a $10,000.00 bequest to the Salvation Army was signed, witnessed, dated and llolariL:eu. Pkase not-:: our objectiun 10 the redw.:tioli lt1 the Q.:::qi.iest and amend schedule "C" of the Agreement to provide a $10,000.00 bequest to the Salvation Army. Please be advised that the above review was conducted pursuant to the parens patriae role of the office and has no bearing on any matter unrelated to that function. Thank you for your time and attention to this matter. Please contact us if you wish to discuss this matter further. V ery truly yours, C','. CL-" - r({9-JJ~\ ,.LL~~ , i 18C/155 COMMONWEALTH OF PENNSYLVANIA OFFICE OF ATTORNEY GENERAL TOM CORBETT ATTORNEY GENERAL July 31, 2007 Charitable Trusts and Organizations Section 14th Floor, Strawberry Square Harrisburg, PA ! 7120 (717) 783-2853 (717) 787-1190 (Fax No.) lcoles'Q),attornevgeneral. gOV Lowell R. Gates, Esquire GA TES, HALBRUNER & HATCH, P.C. Law Offices 1013 Mumma Road, Suite 100 Lemoyne, PA 17043 RE: ESTATE OF RAYMOND L. SCHAFFER/No.: 21-06-0423 Dear Mr. Gates: As we discussed, please provide us with the Court's Order following the hearing on the appointment of a Successor Executor and Successor Trustee in the above Estate. In addition, we again note our objection to any distribution of the Trust which does not provide a $10,000.00 bequest to the Salvation Army, as the Amendment which purports to reduce that bequest to $4,000.00 was not witnessed, dated or notarized, and thus does not appear to be valid. Please let us know the Successor Trustee's position on this matter. Please note, if a formal audit will be held with the Orphans' Court, thls office must receive a copy of the Accounting and notice of the audit date 15 days prior to the audit in order that a review can be conducted. Should the estate be settled on a receipt and release basis, please be advised that we will still need to review the Accounting. Thank you for your time and attention to this matter. ~/~/~Cw~ e Book Coles uty Attorney General JBCllss IN THE COURT OF COMMON PLEAS OF CUMBERLAND COUNTY, PA. ORPHANS' COURT DIVISION NO. 21-06-0423 FIRST AND FINAL ACCOUNT FOR THE TRUST ESTABLISHED UNDER DEED DATED JULY 16,2003 THE RAYMOND L. SCHAFFER REVOCABLE LIVING TRUST Stated by PATRICIA A. WENRICH, SUCCESSOR TRUSTEE Tax ID Number: Date of Trust: Date of First Receipt of Funds Accounting for the period: 75-6832267 07/16/2003 03/05/2006 03/0512006 04/1512008 Purpose of Account: The Trustee offers this First and Final Account to acquaint interested parties with the transactions that have occurred during the trust administration. It is important that the Account be carefully examined. Requests for additional information, questions or objections can be discussed with: Lowell R. Gates, Esq. Valerie Long, Paralegal Gates, Halbruner & Hatch, PC 1013 Mumma Road, Suite 100 Lemoyne, P A 17043 Tel: (717) 731-9600 Fax: (717) 731-9627 Supreme Court LD. No. 46779 o c s:o ,~;);g ,;~:co F~ ?; ~ ,. "'- -.r.., ~~.~ .;~-5 X C:J 0 () (:0"'11 (::.)c: , ::n ::u -., )> "'-> C""7.> = = ::1:: :,:,,,, -< 0"1 i') - .......,.. C:? N ... SUMMARY OF ACCOUNT PRINCIP AL PAGES Receipts 1 $80,412.94 Net Gain on Sales or Disposition 2 25.113.69 $105,526.63 Less Disbursements: General Disbursements 3 8,732.21 Legal Fees (Partial) 3 3.000.00 11.732.21 Balance before Distributions 93,794.42 Statement of Distribution to Beneficiary by Ademption 4 ** Principal Balance on hand $ 93.794.42 INCOME Receipts Less Disbursements Distributions to Beneficiaries 5 404.50 0.00 0.00 404.50 Income Balance on hand $ 404.50 Combined Principal & Income on hand 6 $ 94.198.92 Unpaid Administration Expenses Interested Parties Proposed Distribution Verification 7 8 9-11 PRINCIPAL RECEIPTS Bank Accounts: Members 151 Federal Credit Union Checking Account #40143-11 Members 151 Federal Credit Union Savings Account #40143-00 Members 151 Federal Credit Union Money Market Account #40143-05 Annuity: National Western Life Insurance Annuity Contract #0101059759 Miscellaneous: Mobile Home situated on a rented lot located at 162 Redwood Lane, Carlisle, P A 17013 (Sold) Refund of rent security deposit Hoffman Roth Funeral Home - Refund of overpayment of burial expenses VA Burial Allowance Miscellaneous cash TOTAL PRINCIPAL RECEIPTS 1 5,118.16 31.78 12.308.99 4,234.00 70.00 2,254.00 1,005.00 3.00 $ 17,458.93 55,388.01 7.566.00 $80.412.94 PRINCIP AL GAIN ON DISPOSITION ASSET DOD CASH VALUE 5-YR ELECTION GAIN National Western Annuity Certificate #0101059759 $55,388.01 $80,501.70 $25,113.69 TOT AL PRINCIPAL GAINS $25.113.69 Please note that, to maximize the payments of the specific bequests of $10,000.00 each to the named beneficiaries of the Trust, the Successor Trustee elected the 5-year payout option from the National Western Annuity Certificate #0101059759. If the Successor Trustee had not made the 5-year payout option, the Trust would have received only $55,388.01, after National Western Insurance Company applied a $20,062.67 surrender penalty. 2 DISBURSEMENTS OF PRINCIPAL GENERAL DISBURSEMENTS: Mobile Home Utilities: PPL (Electric) UGI (Gas) Lawn & Yard Maintenance 03/07/06 - Country Manor - Mobile Home Lot Rent 03/28/06 - P A Income Taxes 03/29/06 - Country Manor - Mobile Home Lot Rent 03/29/06 - Reimbursement of out-of-pocket expenses 03/29/06 - Penny Davis - Tax Collector 03/29/06 - Bank Charges - Trust Checks 05/0 1/06 - Country Manor - Mobile Home Lot Rent 05/17/06 - Cumberland County Register of Wills: Estimated Payment of P A Inheritance Taxes 06/03/06 - Country Manor - Mobile Home Lot Rent 07/08/06 - Reimbursement of out-of-pocket expenses 07/03/06 - Country Manor - Mobile Home Lot Rent 07/12/06 - S&L Construction - Mobile Home repairs/painting 07/19/06 - Penny Davis - Tax Collector 08/01/06 - Country Manor - Mobile Home Lot Rent 09/01/06 - Country Manor - Mobile Home Lot Rent 09/26/06 - Cumberland County Register of Wills - Probate Fee 01/31/08 - Bank Charges - Trustee Checks 03/17/08 - Cumberland County Register of Wills - Balance of P A Inheritance Tax 03/17/08 - Filing Fee for P A Inheritance Tax Return LEGAL FEES 03/14/08 - Gates, Halbruner & Hatch, P.c. - Partial Fee TOTAL EXPENSES PAID 3 $ 165.97 362.41 130.00 341.00 120.00 341.00 100.00 23.22 12.95 341.00 3,000.00 341.00 150.00 341.00 600.00 49.31 351.00 351.00 72.00 11.00 1,498.35 30.00 8,732.21 3.000.00 $11.732.21 STATEMENT OF DISTRIBUTION OF PRINCIPAL PRIOR TO THE DEATH OF GRANTOR Trust Beneficiary, WENDA L. RITTER, received a partial distribution from the Grantor on December 15,2005, to assist her financially, and at her request. Payment of the $5,000.00 was made within three months prior to the death of the Grantor. Special Directive SIXTEENTH, contained in the Amendment to the Trust dated August 20,2003, directed the payment of a specific bequest in the amount of$10,000.00 to Wenda L. Ritter upon the death of the Grantor. The $5,000 ademption was taken into consideration in the computation the Statement of Proposed Distribution and partially satisfied the specific bequest. The remaining distribution to Wenda L. Ritter is $5,000.00. 4 $ 5,000.00 INCOME RECEIPTS Members 1 sl Federal Credit Union Account #40143-05 - Dividend Members I sl Federal Credit Union Account # 281403-11& 05 - Dividends & Interest (George A. Wenrich, Trustee) George A. Wenrich died on 10/06/2006 Members 1 sl Federal Credit Union Account #322142-11 & 05 - Dividends & Interest (Patricia A. Wenrich, Successor Trustee) TOT AL INCOME RECEIPTS 5 5.28 394.16 5.06 404.50 $ 404.50 RECONCILIATION Principal Received Gains on Principal Disbursements of Principal Balance of Principal On Hand Income Received Disbursements of Income Balance of Income on Hand $ 80,412.94 25.1 13.69 105,526.63 $ 404.50 -11.732.21 $93.794.42 404.50 0.00 $ 404.50 TOT AL TRUST ASSETS AVAILABLE FOR PAYMENT AND DISTRIBUTION Available Immediately For Payment & Distribution Members 1 st Bank Trust Account Balance (Includes $34,312.20 received from National Western Annuity on 04/08/08) Available In The Future For Payment & Distribution Balance of 5- Y ear Annuity payments from 05/05/08 through 03/05/2011 35 payments @ $1,319.70/mo. 6 $48,009.42 $46.189.50 $94.198.92 STATEMENT OF UNPAID ADMINISTRATION EXPENSES EXECUTOR/TRUSTEE COMMISSION Patricia A. Wenrich, Successor Executor $5,000.00 LEGAL FEES & DISBURSEMENTS: Gates, Halbruner & Hatch, P.C. Unpaid Legal Fees and Disbursements Court Costs of First & Final Account 16,555.00 300.00 $21,855.00 7 CURRENT PROPOSED DISTRIBUTION Please note that, to maximize the payment of the specific bequests of $1 0,000.00 each to the named beneficiaries of the Trust, the Successor Trustee elected the 5-year payout option of the National Western Annuity Certificate #0101059759. Accordingly, the distributions of the specific bequests to the beneficiaries have been calculated in three (3) payments commencing on the date of the issuance of an Order by the Cumberland County Orphans' Court indicating approval of the First and Final Account, and annually thereafter. Monthly Annuity payments in the amount of$1,319. 70 will continue to accrue through March 5, 2011. Assets currently available for distribution, including annuity payments since the date of death in the amount of $34,312.20 $ 48,009.42 Assets currently available to be distributed as follows: Patricia A. Wenrich, Successor Trustee and Administratrix d.b.n. c.t.a Commission 5,000.00 Gates, Ha1bruner & Hatch, P.C. Unpaid Legal Fees Costs of Accounting: Filing Fees, Certified Mailings 16,555.00 300.00 -$21.855.00 Balance $ 26,154.42 1 st Proposed Distribution (2008) St. Stephen's Lutheran Church Trinity United Methodist Church The Salvation Army George Wenrich Estate Mary Dorman Ramona Chenoweth Wenda L. Ritter Miriam M. Brown $ 3,250.00 3,250.00 3,250.00 3,250.00 3,250.00 3,250.00 1,625.00 0.001 -$ 21.125.00 Reserve Balance CIF to 12/31/2009 $5,029.42 ISee Item 13(c) of the Attachment to Petition (Page 4(a) of 10) 9 DECEMBER 31. 2009 PROPOSED DISTRIBUTION Reserve Balance B/F to 12/31/2009 5,029.42 National Western Annuity Monthly Payments pending from 05//05/08 through 12/31/2009 (20 payments @ $1,319.70) 26.394.00 Assets Available for Distribution as of 12/31/2009 as follows: $ 31,423.42 2nd Proposed Distribution on 12/21/2009 S1. Stephen's Lutheran Church Trinity United Methodist Church The Salvation Army George Wenrich Estate Mary Dorman Ramona Chenoweth Wenda L. Ritter Miriam M. Brown $ 4,000.00 4,000.00 4,000.00 4,000.00 4,000.00 4,000.00 2,000.00 0.001 26.000.00 Reserve Balance CIF to 03/05/2011 $ 5,423.42 Summary of Proposed Distributions throu2h 12/31/2009 S1. Stephen's Lutheran Church Trinity United Methodist Church The Salvation Army George Wenrich Estate Mary Dorman Ramona Chenoweth Wenda L. Ritter Miriam M. Brown $ 7,250.00 7,250.00 7,250.00 7,250.00 7,250.00 7,250.00 3,625.00 0.001 ISee Item 13(c) of the Attachment to Petition (Page 4(a) of 10) 10 MARCH 31. 2011 PROPOSED DISTRIBUTION Reserve Balance B/F to 03/0512011 National Western Annuity Monthly Payments pending from 05/05108 through 12/31/2009 (15 payments @ $1,319.70) Assets Available for Distribution as of 03/05/2011 as follows: 3rd and Final Proposed Distribution upon termination St. Stephen's Lutheran Church Trinity United Methodist Church The Salvation Army George Wenrich Estate Mary Dorman Ramona Chenoweth Wenda L. Ritter Miriam M. Brown $ 2,750.00 2,750.00 2,750.00 2,750.00 2,750.00 2,750.00 1,375.00 0.001 Balance remaining after final distribution of Specific Bequests to Beneficiaries (Trust Remainder) Summary of Specific Distributions throu~ 03/05/2011 St. Stephen's Lutheran Church Trinity United Methodist Church The Salvation Army George Wenrich Estate Mary Dorman Ramona Chenoweth Wenda L. Ritter Miriam M. Brown Total $ 10,000.00 10,000.00 10,000.00 10,000.00 10,000.00 10,000.00 5,000.00 0.001 George Wenrich Estate - Trust Remainder (Pursuant to Article III S 3.03 Paragraph 1 of the Trust, as Amended 08120/3003) $ 5,423.42 19.795.50 $ 25,218.92 17.875.00 $ 7,343.92 $ 65.000.00 $ 7.343.92* *Subject to the payment of the final expenses of the Trust including Fiduciary Taxes and Administration expenses. ISee Item 13(c) of the Attachment to Petition (Page 4(a) of 10) 11 VERIFICATION PATRICIA A. WENRICH, Successor Trustee of the Raymond L. Schaffer Revocable Living Trust, and Administratrix d.b.n.c.t.a of the Estate of Raymond L. Schaffer, hereby declares under oath that said Administratrix d.b.n.c.t.a. and Trustee has fully and faithfully discharged the duties of her offices; that the foregoing First and Final Account is true and correct and fully discloses all significant transactions occurring during the accounting period; that all known claims against the Trust have been (or will be) paid in full; that, to her knowledge, there are no claims now outstanding against the Trust; and that all taxes presently due from the Trust have been paid. This statement is made subject to the penalties of 18 Pa. C.S.A. Section 4904 relating to unsworn falsification to authorities. jJ J~ (j I~~ Patricia A. Wenrich, Administratrix d.b.n.c.t.a and Successor Trustee ---- Dated: May 1.5 , 2008 IN THE MATTER OF: THE RAYMOND L. SCHAFFER REVOCABLE LIVING TRUST UIA DATED July 16, 2003 IN THE COURT OF COMMON PLEAS CUMBERLAND COUNTY ORPHANS' COURT DIVISION NO: 21-06-0423 CERTIFICATION OF NOTICE OF STATEMENT OF DISTRIBUTION To Clerk, Cumberland County Orphans' Court Division: I hereby certify that written notice of the filing of this Statement of Distribution, and of the date, time and place when the same will be presented to the Court for confirmation and of the last day to file written objections to said Statement of Distribution, has been given to every unpaid claimant and to every other person known to the accountant to have or claim an interest in the estate as creditor, beneficiary, heir or next of kin. A copy of said Statement was included with the notice. o *0 E:5;g "]':r:O .lJ '1> r- - .L;gj U)^ 00 )011 (JC , ::0 _-i oJ );>> ~ = c=) = :x > -< DATED: May~, 2008 C1' '- -0 :x ~ N .r:- 1 IN THE MATTER OF: THE RAYMOND L. SCHAFFER REVOCABLE LIVING TRUST UIA DATED July 16, 2003 IN THE COURT OF COMMON PLEAS CUMBERLAND COUNTY ORPHANS' COURT DIVISION NO: 21-06-0423 CERTIFICATION OF NOTICE OF FIRST AND FINAL ACCOUNT To The Clerk, Cumberland County Orphans' Court Division: In accordance with c.C.O.C.R. 6.3-1, I hereby certify that I gave written notice of the time of presentation of the First and Final Account and Petition for Approval filed by Patricia A. Wenrich, Successor Trustee of the Raymond L. Schaffer Revocable Family Trust VIA Dated July 16, 2003, together with a copy of said Petition and Account and Statement of Proposed Distribution at least twenty days prior to June 17,2008, which is the date fixed for confirmation of said Account by certified mail to every person known to Patricia A. Wenrich, Successor Trustee, to have an interest in the Trust as beneficiary, creditor, heir or next of kin. The name and address of each such person is set forth on Exhibit "A" which is attached hereto and incorporated herein by reference. DATED: May 15',2008 1 2- -?'o >o:Q 0J --0 '-.\ :r: 0 -:} ~ hJ '..~~ ::D - co;K 00 ,.-;C)-r1 "':JC: ~~ ~ -..:- 'c::::> c;:::::> c;;P ::J,I: :P'" -< CT' -0 ~ c.a N s:- Estate of George Wenrich (Died 10/6/2006) c/o Patricia A. Wenrich, Surviving Spouse 4 Laurel Drive Mechanicsburg, P A 17055 Mary Dorman 110 Flannigan Avenue Williamsport, PAl 7701 Ramona Chenoweth 237 Birch Lane Carlisle, PAl 7013 Wenda L. Ritter 265 Redwood Lane Carlisle, P A 17013 Miriam M. Brown (Sister) 414 N. Ott Street Allentown, P A 18104 St. Stephen's Lutheran Church 30 W. Main Street New Kingstown, P A 17072 Trinity United Methodist Church Attn: Reverend Joseph L. Kugle P.O. Box 26 New Kingstown, P A 17072-0026 The Salvation Army 125 South Hanover Street Carlisle, P A 17013 Commonwealth of Pennsylvania Office of the Attorney General Attn: Joanne Book Coles, Esquire Charitable Trust & Organizations Section 14th Floor, Strawberry Square Harrisburg, PA 17120 EXHIBIT A 2