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HomeMy WebLinkAbout07-03-08 IN THE COURT OF COMMON PLEAS OF n N °`"~ CUMBERLAND COUNTY, PENNSYLVANIA, ~ ~ '_~'_ ~_ ORPHANS' COURT DIVISION `~~~~ `~ ` "= i "' t"Ft r.. -- ~? '~:J~- f (~ r, c 3 __ -. S ~l In re: First and Final Accounting of ~~ ~ N The May M. Moore Five-Year No. 138 of 2007 -o -~ s- ~~ .--: Charitable Lead Annuity Trust , y w TRUSTEE'S RESPONSE TO THE TRUST PROTECTORS' PETITION FOR REMOVAL OF TRUSTEE FOR WASTE AND MISMANAGEMENT OF TRUST AND NEW MATTER AND NOW, comes the Trustee, Community Trust Company, by their attorney Gates, Halbruner & Hatch, PC and files this Response to the Petition for Removal of Trustee for Waste and Mismanagement of Trust and aver as follows: Admitted. 2. Admitted upon information and belief, and strict proof is demanded at trial. 3. Denied as stated. Respondent is a Pennsylvania non-depository trust company regulated by the Pennsylvania Department of Banking, and maintains its principal place of business at 3907 Market Street, Camp Hill, Pennsylvania. 4. Admitted. By way of further answer, Community Trust Company is the Trustee of three (3) trusts created by May M. Moore (and executed by her granddaughter and attorney-in- fact, Amanda B. Reed) on November 7, 2001, namely The May M. Moore Five Year Charitable Lead Annuity Trust (herein the "5-Year CLAT"), The May M. Moore Ten Year Charitable Lead Annuity Trust (herein the "10-Year CLAT"), and The May M. Moore Fifteen Year Charitable Lead Annuity Trust (herein the "15-Year CLAT"). True and correct copies of the 5-Year CLAT, 10-Year CLAT and 15-Year CLAT are attached hereto as Exhibit A-1, A-2 & A-3 and incorporated herein by reference. It should be pointed out that this proceeding involves only the First and Final Account of the 5-Year CLAT. 5. Denied. The trust agreements for the respective 5-Year CLAT, 10-Year CLAT and 15-Year CLAT speak for themselves. The interpretation of the Trustee's duties and responsibilities under the 5-Year CLAT trust agreement is the subject of Community Trust Company's First and Final Account filed in this case and the Objections filed therein. Furthermore, this Court has already issued a Rule to Show Cause against the Co-Fiduciary (Investment Counsel), Dale E. Danner and John R. Keeler of Keeler and Danner Financial Services, LLP (herein "Keeler and Danner"), ordering Keeler and Danner to file its own First and Final Account. The issues raised in the Petition for Removal require the presence of and input from Keeler and Danner as an indispensable party to this action. 6. (A.) Denied. To the extent that the averments are legal conclusions, no answer is required. By way of further answer, Trustee did not refuse to honor the escrow agreement but, in fact, incurred the referenced out-of-pocket costs to keep the trust compliant with legal requirements. The 5-Year CLAT was not terminated, but ended naturally at the end of the 5-year charitable period by its own terms. (B.) Denied. To the extent that the averments are legal conclusions, no answer is required. By way of further answer, the interpretation of the 5-Year CLAT trust agreement and the allegations raised herein are the subject of the First and Final Account and the Petitioners' Objections filed therein. If Petitioners are attempting to raise objections in addition to and/or beyond those Objections previously filed against the First and Final Account, any additional objections are time barred, since the time limit for filing objections has expired. Any further objections should not be permitted. To the extent the Petitioners' allegations are a repeat of previously filed objections, this is a waste of this Court's time and fees and costs should be assessed against Petitioners. Please refer to paragraphs 1, 2, 8 and 9 of the Petitioners' Objections to the First and Final Account, wherein the Petitioners appear to be raising issues surrounding the Trustee's breach of its purported investment duties. (C.) Denied. To the extent that the averments are legal conclusions, no answer is required. By way of further answer, the interpretation of the 5-Year CLAT trust agreement and the allegations raised herein are the subject of the First and Final Account and the Petitioners' Objections filed therein. If Petitioners are attempting to raise objections in addition to and/or beyond those Objections previously filed against the First and Final Account, any additional objections are time barred, since the time limit for filing objections has expired. Any further objections should not be permitted. To the extent the Petitioners' allegations are a repeat of previously filed objections, this is a waste of this Court's time and fees and costs should be assessed against Petitioners. Please refer to paragraphs 4, 5 and 6 of the Petitioners' Objections to the First and Final Account, wherein the Petitioners appear to be raising issues surrounding the Trustee's purported collection of excessive fees. Community Trust Company gave the Petitioners, Amanda B. Reed and Araminta A. Flegel, and their attorney, James M. Stein, full and complete disclosure of Community Trust Company's fees and costs. Furthermore, and despite the fact that it was not required to do so, Community Trust Company gave the Petitioners, Amanda B. Reed and Araminta A. Flegel, and their attorney, James M. Stein, full and complete disclosure of Investment Counsel, Keeler and banner's fees. A true and correct copy of Community Trust Company's August 1, 20071etter to Attorney James Stein is attached hereto as Exhibit B. On November 20, 2006, after Community Trust Company's full and complete disclosure, and the advice and consent of their Attorney, James M. Stein, Petitioners, Amanda B. Reed and Araminta A. Flegel, signed and executed the Trust Protectors' Directed Investments forms for the 10-Year CLAT and 15-Year CLAT naming Robert M. Longwell and Morgan Stanley & Company, Inc. as new Investment Counsel. Again on August 23, 2007, after Community Trust Company's full and complete disclosure, and the 2 advice and consent of their Attorney, James M. Stein, Petitioners, Amanda B. Reed and Araminta A. Flegel, again signed and executed the Trust Protectors' Directed Investments forms for the 10- Year CLAT and 15-Year CLAT naming Robert M. Longwell and Morgan Stanley & Company, Inc. as Investment Counsel. True and correct copies of the 10-Year CLAT Donor's Power to Direct Investments Form and the 10-Year CLAT Trust Protectors' Directed Investments Form and the 15-Year CLAT Donor's Power to Direct Investments Form and the 15-Year CLAT Trust Protectors' Directed Investments Form are attached hereto as Exhibits C-1 and C-2. Community Trust Company's fees and costs were the same before and after the new Investment Counsel was named. Petitioners, Amanda B. Reed and Araminta A. Flegel, and their attorney, James M. Stein, had full knowledge of Community Trust Company's fees and costs. (D.) Denied. To the extent that the averments are legal conclusions, no answer is required. By way of further answer, the interpretation of the 5-Year CLAT trust agreement and the allegations raised herein are the subject of the First and Final Account and the Petitioners' Objections filed therein. If Petitioners are attempting to raise objections in addition to and/or beyond those Objections previously filed against the First and Final Account, any additional objections are time barred, since the time limit for filing objections has expired. Any further objections should not be permitted. To the extent the Petitioners' allegations are a repeat of previously filed objections, this is a waste of this Court's time and fees and costs should be assessed against Petitioners. Please refer to paragraph 4, 5, 6 and 7 of the Petitioners' Objections to the First and Final Account, wherein the Petitioners appear to be raising issues surrounding the Trustee's purported allowance of other third-party entities to collect fees which duplicated the Trustee's fees. (E.) Denied. To the extent that the averments are legal conclusions, no answer is required. By way of further answer, the allegation that the Trustee paid various taxes on behalf of the trusts "without any explanation" should have been raised as an Objection to the First and Final Account and should be precluded from argument here. After review of the Petitioners' Objections, Respondent could not find any averment reasonably connected to this tax issue. If Petitioners are attempting to raise an objection in addition to and/or beyond those Objections previously filed against the First and Final Account, any additional objection is time barred, since the time limit for filing objections has expired. Any further objections should not be permitted. To the extent the Petitioners' allegations are a repeat of previously filed objections, this is a waste of this Court's time and fees and costs should be assessed against Petitioners. 7. Denied. To the extent that the averments are legal conclusions, no answer is required. By way of further answer, the interpretation of the 5-Year CLAT trust agreement and the allegations raised herein are the subject of the First and Final Account and the Petitioners' Objections filed therein. If Petitioners are attempting to raise objections in addition to and/or beyond those Objections previously filed against the First and Final Account, any additional objections are time barred, since the time limit for filing objections has expired. Any further objections should not be permitted. To the extent the Petitioners' allegations are a repeat of previously filed objections, this is a waste of this Court's time and fees and costs should be assessed against Petitioners. 3 8. Denied. By way of further response, Petitioners, Amanda B. Reed and Araminta A. Flegel (May M. Moore's granddaughters), are the Trust Protectors of the 5-Year CLAT and are authorized to select Investment Counsel of their own choosing. In 2007, Amanda B. Reed and Araminta A. Flegel, as Trust Protectors, removed Keeler and Danner as Investment Counsel and named Merrill Lynch as new Investment Counsel. Petitioners' argument that Trustee has failed to satisfy the trustee's fiduciary duties and to comply with Petitioners' requests is specious at best. If Petitioners are attempting to raise objections in addition to and/or beyond those Objections previously filed against the First and Final Account, any additional objections are time barred, since the time limit for filing objections has expired. Any further objections should not be permitted. To the extent the Petitioners' allegations are a repeat of previously filed objections, this is a waste of this Court's time and fees and costs should be assessed against Petitioners. 9. Denied. To the extent that the averments are legal conclusions, no answer is required. At all times, the Trustee has acted in accordance with the 5-Year CLAT trust agreement. The Trustee is not Investment Counsel, which responsibilities are now under the control of Merrill Lynch. If Petitioners are attempting to raise objections in addition to and/or beyond those Objections previously filed against the First and Final Account, any additional objections are time barred, since the time limit for filing objections has expired. Any further objections should not be permitted. To the extent the Petitioners' allegations are a repeat of previously filed objections, this is a waste of this Court's time and fees and costs should be assessed against Petitioners. NEW MATTER 10. Amanda B. Reed and Araminta Flegel are the Trust Protectors of the 5-Year CLAT, 10-Year CLAT and 15-Year CLAT, with complete authority and responsibility for hiring and firing the Investment Counsel. Please refer to paragraph Sixth (E) of the three trust agreements contained in Exhibit A. 11. The 5-Year CLAT, 10-Year CLAT and 15-Year CLAT initially named Keeler & Danner Financial Services, LLP as Investment Counsel, with complete authority and responsibility for all investment decisions. Please refer to paragraph Sixth (D) of the three trust agreements contained in Exhibit A. 12. Under paragraph Sixth (F) of all three trust agreements, "[t]he Trustee shall not be liable to any beneficiary or to any heir for appointed Investment Counsel's acts or failure to act, in directing the investments of the trust where the Investment Counsel was appointed by the Donor or Trust Protectors." Please refer to paragraph Sixth (F) of the three trust agreements contained in Exhibit A. 13. Despite Petitioners' claims to the contrary, Trustee had, and currently has, no duty or responsibility to monitor the investment activities. Please refer to paragraph Sixth (A) of the 4 three trust agreements contained in Exhibit A. 14. The Trustee fully and completely disclosed its fees and charges, in writing, to the Settlor, May M. Moore's granddaughters, who were acting as her attorneys-in-fact and Trust Protectors, Amanda B. Reed and Araminta Flegel. The Trustee's fees and costs were specifically authorized by the trust agreements and by contract between the Settlor, Petitioners and Trustee. 15. Community Trust Company gave the Petitioners, Amanda B. Reed and Araminta A. Flegel, and their attorney, James M. Stein, full and complete disclosure of Community Trust Company's fees and costs. Furthermore, and despite the fact that it was not required to do so, Community Trust Company gave the Petitioners, Amanda B. Reed and Araminta A. Flegel, and their attorney, James M. Stein, full and complete disclosure of Investment Counsel, Keeler and banner's fees. A true and correct copy of Community Trust Company's August 1, 2007 letter to Attorney James Stein is attached hereto as Exhibit B. On November 20, 2006, after Community Trust Company's full and complete disclosure, and on the advice and consent of their Attorney, James M. Stein, Petitioners, Amanda B. Reed and Araminta A. Flegel, signed and executed the Trust Protectors' Directed Investments forms for the 10-Year CLAT and 15-Year CLAT naming Robert M. Longwell and Morgan Stanley & Company, Inc. as new Investment Counsel. Again on August 23, 2007, after Community Trust Company's full and complete disclosure, and on the advice and consent of their Attorney, James M. Stein, Petitioners, Amanda B. Reed and Araminta A. Flegel, again signed and executed the Trust Protectors' Directed Investments forms for the 10- Year CLAT and 15-Year CLAT naming Robert M. Longwell and Morgan Stanley & Company, Inc. as Investment Counsel. True and correct copies of the 10-Year CLAT Donor's Power to Direct Investments Form and the 10-Year CLAT Trust Protectors' Directed Investments Form and the 15-Year CLAT Donor's Power to Direct Investments Form and the 15-Year CLAT Trust Protectors' Directed Investments Form are attached hereto as Exhibits C-1 and C-2. Community Trust Company's fees and costs were the same before and after the new Investment Counsel was named. Petitioners, Amanda B. Reed and Araminta A. Flegel, and their attorney, James M. Stein, had full knowledge of Community Trust Company's fees and costs. 16. Community Trust Company's fees and costs disclosed in the Trust Protectors' Directed Investments forms and approved and executed by the Trust Protectors were the same amount of fees and costs charged by Community Trust Company, Trustee, to which the Petitioners had previously objected in the First and Final Account for the 5-Year CLAT. PRAYER FOR RELIEF Wherefore, Community Trust Company respectfully requests this Court deny the Petition for Removal of Trustee for Waste and Mismanagement of Trust and Order the Petitioners to pay Community Trust Company's reasonable costs and counsel fees. In the alternative, and for purposes of judicial economy, Community Trust Company respectfully requests this Court to consolidate this matter with the First and Final Account and the related Objections, which were already assigned to Attorney Dale F. Shughart, as Auditor 5 limiting the inquiry to the Trust Protector's previously raised objections to the Accounting. Also in the alternative, if the Court deems it appropriate, this Court could order Community Trust Company to prepare and file a First and Partial Account for each of the 10- Year CLAT and 15-Year CLAT for the period November 7, 2001 through June 30, 2008, and furthermore, this Court should consolidate all three trust Accountings with Attorney Dale F. Shughart as Auditor, since the issues in question will be identical for all three trust. Based on the earlier reasoning of this Court in this matter in its Order dated December 31, 2007, this Court should order Keeler and Danner to file an account of its activities as Investment Counsel for the 10-Year CLAT and 15-Year CLAT for the period November 7, 2 through the date of their termination on or about August 23, 2007. DATED: July 3, 2008 B Lowell .Gates, Esquire PA 46 9 Sarah . McCarroll PA 102 1013 Mumma Road, Suite 100 Lemoyne, PA 17043 (717) 731-9600 Attorneys for Community Trust Company, Trustee 6 THE MAY M. MOORE FIVE YEAR CIARITABLE LEAD ANNUITY TRUST MAY M. MOORE, now of 3300 Waynecastle Road, Greencastle, Franklin County, Pennsylvania 17225 (hereinafter called the "Donor"), hereby establishes with COMMUNITY TRUST COMPANY, now of 3947 Market Street, Camp Hill, Cumberland County, Pennsylvania 17011 (hereinafter called the "Trustee"), AMANDA B. REED and ARAMINTA FLEGEL (hereinafter "Trust Protectors") and DALE E. DANNER or JOHN R. KEELER, now of KEELER & DANNER FINANCIAL SERVICES, LLP, now of 50 West Main Street, Suite B, Mechanicsburg, Pennsylvania 17055 (hereinafter called "the Investment Counsel(s)") the following irrevocable trust and the Trustee and Investment Counsel(s) hereby acknowledge and accept the terms thereof and agrees, for themselves and their successors in office, to hold property received under its terms as follows: FIRST: This trust shall be known as "THE MAY M. MOORE FIVE YEAR CHARITABLE LEAD ANNUITY TRUST", and shall be administered as follows: (A) Designation of Charities: From the date this trust instrument is funded until the termination date, as defined below, the Trustee shall in each year pay the annuity amount defined below to the following charities according to the following amounts, provided that the Trustee, with the advise and consent of AMANDA B. REED and ARAMINTA FLEGEL, may change or remove any charity or the distribution percentage to any charity hereunder at any time prior to the termination of the Trust so long as any change must conform to the requirement that all annuity distributions shall be to Charities as described in Sections 170(b)(1)(A), 170(c), 2055(a) and 2522(a} of the Internal Revenue Code of 1986, or corresponding provisions of any subsequent federal tax laws (hereinafter collectively called the "Code"} NAME OF CHARITY PERCENTAGE 1 } HABITAT FOR HUMANITY 100% 2) 3) 4) S} 6) 1 (B) Annuity Amount. Subject to the Article SECOND below, the annuity amount for purposes of this trust instrument shall be FNE PERCENT (5%) of the initial net fair market value of the trust assets. (C) Termination Date. The termination date of the trust hereunder shall be FIVE (5) YEARS from the date of death of the Donor, provided that the Donor, through her revocable trust or her estate has made the distributions to the Charities listed above as required herein. If and in the event that the Donor, through her revocable trust or her estate has not made the distributions to the Charities listed above as required herein, then the termination date of the trust hereunder shall be FIVE (5) YEARS from the date this Trust is initially funded. (D) Distribution Upon Termination. On the termination date, the trust shall terminate and the remaining trust principal shall be distributed, in equal shares, to AMANDA B. REED and ARAMINTA FLEGEL. If and in the event that AMANDA B. REED or ARAMINTA FLEGEL predeceases the termination date, then the Trustee shall distribute the predeceased individual's share to their children, in equal shares. If and in the event that AMANDA B. REED or ARAMINTA FLEGEL predeceases the termination date without surviving issue, then the predeceased individual's share shall be distributed to the surviving named individual. (E) General Power of Appointment. AMANDA B. REED and ARAMINTA FLEGEL are each hereby granted the power to appoint the principal of this Trust, in any manner and in such proportions as they jointly or individually deem advisable, up to the full value of their respective share of the Trust. This power may only be fulf lied on or after the termination date. This power shall be exercisable by either or both of their Wills, specifically referring to this power of appointment of this Trust. The class of permissible beneficiaries to this power of appointment is limited to AMANDA B. REED, ARAMINTA FLEGEL, their spouses, if married at the time of the exercise, their issue, or any charity as defined herein. A proposed exercise to any other beneficiary shall be void. If AMANDA B. REED and ARAMINTA FLEGEL fail, either in whole or in part, to exercise this power of appointment herein granted, the unappointed principal shall continue in trust and shall be administered according to the terms of this trust. SECOND: Payments of the annuity amount shall be subject to the following provisions, notwithstanding any other provisions of this trust instrument: (A). Order of Distribution in Pa m~ ents. Payments for each taxable year shall be made annually at the end of each taxable year of the trust. Payments 2 shall be made first from the ordinary taxable income of the trust (including short-term capital gains) which is not unrelated business income and, to the extent not so satisf ed, the annuity amount shall be paid from FIFTY PERCENT (50%) of the unrelated business income, the long-term capital gains of the trust, the balance of the unrelated business income, the tax-exempt income, any accumulated income, and finally the principal of the trust, in that order. Any net income for a taxable year in excess of the annuity amount may, in the discretion of the Trustee, be added to principal. (B) Proration of Payments. For a short taxable year and for the taxable year in which annuity payments terminate, the Trustee shall prorate the annuity amount on a daily basis. (C) Corrective Payments. In the event that the initial net fair market value of the property held in the trust has been incorrectly determined and as a result a payment to the Charities under Article First, Section (A} (hereinafter "the Charities") exceeds or is less than the payment required to be made hereunder, then within a reasonable period after the final determination of the correct net fair market value the Trustee shall pay to the Charities (in the event of an undervaluation), or shall be repaid by the Charities (in the event of an overvaluation) an amount equal to the difference between the amount which the Trustee should have paid if the correct valuation had been used and the amount which the Trustee actually paid. THIRD: If any of the Charities is not an organization described in Sections 170(b}(1)(A), 1'l0(c), 2055(a) and 2522(a) of the Internal Revenue Code of 1986, or corresponding provisions oil any subsequent federal tax laws (hereinafter collectively called the "Code") at the time any payment is to be made to the Charities under Article FIRST above, the Trustee shall instead distribute such payments to one or more organizations described in said Sections of the Code in such proportions as the Trustee shall select. F~I`1RTl=I: This trust is intended to qualify as a charitable aru-~uity lead trust so that the value of the interest passing to the Charities is deductible as a charitable guaranteed arLnuity under Sections 2055(e}(2)(B) and 2522 (c)(2)(B) of the Code and so that the annuity distributions to the Charities will be deductible from the gross income of the trust to the extent provided Section 642(c) of the Code; and, notwithstanding any other provisions of this trust instrument, the trust is subject to the following provisions: (A) Self-Dealing. The Trustee shall not engage in any act of self-dealing as defined in Section 4941(d) of the Code, nor make any taxable expenditures as defined in Section 4945(d) of the Code. (B) Business Interests. Except to the extent provided in Section 3 4947(b)(3} of the Code, the Trustee shall not retain any excess business holdings (as defined in Section 4943(c) of the Code) which would subject the trust to tax under Section 4943 of the Code, nor shall the Trustee acquire any assets which would subject the trust to tax under Section 4944 of the Code or retain any assets which would, if acquired by the Trustee, subject the trust to tax under said Section 4944. (C) Corrective Action. If Section 4942 of the Code is at any time applicable to this trust, the Trustee shall make such distributions at such time and in such manner as nat to subject the trust to tax under said Section 4942. (D) Construction of Restrictions. No provision of this trust instrument shall be construed to restrict the Trustee from investing the trust assets in a manner which could result in the annual realization of a reasonable amount of income or gain from the sale or disposition of trust assets. (E) Additional Contributions. No additional contributions shall be made to the trust after the initial contribution. FIFTH: The tryst hereunder is subject to the following provisions: (A) Spendthrift Provision. No beneficiary shall have the power to anticipate, encumber or transfer his interest in the Trust Estate in any mariner other than by the valid exercise of a Power of Appointment. No part of the Trust Estate shall be liable for or charged with any debts, contracts, liabilities or tarts of a beneficiary or subject to seizure or other process by any creditor of a beneficiary. (B) Distributions to Minors. Any distribution upon termination of the trust which is to be made to a beneficiary under the age of twenty-one (21) may be made in any amount, either directly or through a guardian of or custodian for the beneficiary, or by payment to the beneficiary in person; and the receipt of the payee shall, with respect to each such distribution, be a sufficient discharge to the Trustee so that the Trustee need not see to the further application Thereof. (C) Definitions of Family. References to "child" or "children" mean descendants in the first degree only, references to "grandchild" or "grandchildren" mean descendants in the second degree only, and references to "issue" mean descendants in the first, second or any other degree; in each case meaning lawful descendants, whether by blood or by adoption and whether living on the date of this trust instrument or born or adopted thereafter. (D) Code. Unless otherwise stated, all references in this Trust to section and chapter numbers are to those of the Internal Revenue Code of 1986, as amended, or corresponding provisions of any subsequent federal tax laws 4 applicable to this Trust. (E) Other Terms. Unless the context otherwise requires, the use of one or more genders in the text includes aII other genders, and the use of either the singular or the plural in the text includes both the singular and the plural. SIXTH: Management of the Trust. (A) Donor's power to direct investments. Donor shall have the power in a fiduciary capacity to direct the Trustee to purchase, sell, exchange, or otherwise acquire or dispose of assets. In the case of a variable life insurance or annuity policy, Donor shall have the power in a fiduciary capacity to direct the investment of the cash value of the policy among the investment fiznd options provided in the policy. During the Donor's lifetime, the Trustee shall not exercise any of the Trustee's powers over these matters without receiving written directions from the Donor. Notwithstanding the Donor's authority or the Trustee's limitations, contained in this section, if the Trustee, in the exercise of its fiduciary duties, is required (1} to make a discretionary or non-discretionary distribution to a trust beneficiary, (2) to pay trustee's fees, (3) to pay any taxes relating to the trust, or (4) to pay any other costs or disbursements relating to the trust, the Trustee shall provide the Donor written notice of such payment and an estimate of the liquidity requirements, and the Donor shall have fifteen (15) calendar days (from the mailing of the notice) to advise the Trustee which trust assets to liquidate in order to make the payment and meet the liquidity requirements. If the Donor does not provide the advice to the Trustee within the fifteen (15) day period, then the Trustee is authorized to liquidate those trust assets which it deems appropriate to meet the liquidity requirements based on the Prudent Investor Rule contained in section S.OI (B). During the Donor's lifetime and unless the foregoing powers have been relinquished or delegated, the Trustee shall have no duty to review investments or to suggest investments and shall not be liable to any beneficiary of this trust or any heir of the Donor for losses resulting from such investments or from failure to make investments while the Donor retains these powers. Donor, unless having relinquished this duly in writing, retains the obligation to review investments or make investment suggestions. Donor may release her power to control trust investments by written instrument delivered to the Trustee and may reassume the power at any time be written instrument delivered to the Trustee. If Donor dies or the Trustee receives certificates of two state licensed physicians that Donor cannot exercise any of these powers, Donor shall be deemed to have released the powers and the Trustee shall have full power to take any such action, subject to the terms and conditions of the Prudent Investor Rule. Donor shall be deemed to have reassumed the powers if the Trustee receives certificates from two licensed physicians that Donor has recovered the ability to exercise the powers. 5 Donor acting under this clause shall be deemed to have waived the doctor-patient privilege to the extent necessary to implement this clause. Failure of physician to comply with the Trustee in requests for information shall be deemed to be a release of the Donor's retained authority to review accounts and make investment suggestion until such time as the physician complies_ Any person may transact business with the Trustee without inquiring whether the Donor has directed the action and without inquiring whether the Donor has relinquished or become unable to exercise t:he power. (B) Incorporation of Prudent Investor Rule. Unless otherwise directed herein, the Investment Counsel shall be subject to the Prudent Investor Rule (the "PIR") as adopted by the Commonwealth of Pennsylvania at 20 P.S.C.A. §7201 et. seq., as hereby enacted or subsequently amended, to manage and invest the assets of the trust. The Donor desires that the Investment Counsel, consistent with the standards of the PIR, continuously assess the appropriate investment risk tolerance of the trust beneficiaries, and then invest the trust assets consistent with the purposes, terms, and other circumstances of the Trust and shall pursue an overall investment strategy reasonably suited to the Trust and the expressed intent of the Donor. The Donor believes, consistent with modern portfolio theory, that the trust total investment return will be determined primarily by the trust's asset allocation; not market timing or active management in security selection. The Donor believes that the trust should diversify its vlvestments with regard to assets classes and individual securities to avoid uncompensated risk. The Donor does not intend to prohibit the Investment Counsel from engaging in active management of trust assets where the Investment Counsel reasonably believes active management can aid in achieving the desired balance between risk and return and the intent of the Trust. (C) Creation of Investment Policy Statement. The Donor directs that any Investment Counsel, in managing and investing the assets of the trust estate, establish, in writing, an appropriate investment policy statement. The investment policy statement shall be reviewed and updated at least annually. In making the investment policy stateme„t, the Investment Counsel shall consider and the Donor shall address such issues as: the size of the trust assets; the intended duration of the trust; liquidity demands and schedules; the duration of the fiduciary relationship; the expected tax consequences of decisions and distributions between income and principal; the role each investment will play in the overall investment strategy; the special value or relationship of any particular asset to the overall intent of the trust; and, to the extent reasonably known, the income and resources of the beneficiaries and related trusts. The Investment Counsel shall annually discuss the projected distributions, expenses and costs of the Trust account and shall establish an asset allocation model and the investments shall comply to the model. In the event thhat no consensus may be reached concerning the asset allocation model, the Investment Counsel shall operate within the context of the asset allocation model established by the Donor, unless the Investment Counsel obtains a bond or other security to assure the Donor ox Trustee of the 6 preservation of the Trust's goals. (D) Employment of and Delegation to Investment Agent. The Donor directs that the investment functions of the Trust shall be held by DALE E. DANNER or JOHN R. KEELER, now of KEELER & DANNER FINANCIAL SERVICES, LIP, now of 50 West Main Street, Suite B, Mechanicsburg, Pennsylvania 17055, in their individual capacities as the "Investment Counsel(s)" for the Trust Account. Pursuant to the above-described authority, Donor delegates Investment Functions to the Investment Counsel, in their individual capacity. In acceptance thereof, the Investment Counsel shall be granted all investment authority under the governing instrument and the laws of the Commonwealth of Pennsylvania, subject to the following limitations: (1) If the Investment Counsel invests in Mutual Funds, then the Investment Counsel shall invest in funds with a minimum rating of three (3) stars under the Morningstar Rating system; and (2) If the Investment Counsel selects any investment not already an asset under the governing instrument at the time of funding of the governing instrument, Investment Counsel must be able to demonstrate and document performance history for such proposed investment for the preceding three (3) years or the investment shall be approved in writing by the Donor or the Trust Protectors; and (3) The Donor understands that Investment Counsel may derive a fee for the investment advisory services provided to the Trust. The Donor understands that Investment Counsel may derive a commission from the sale of securities and/or investment products to, and on behalf of, the Trust. The fees and commissions will be paid, either directly or indirectly, from the Trust Account by the Trustee to Investment Counsel. (4) This Investment Delegation may be changed, amended or terminated by Donor at any time by thirty (30) days advance written notice given to the Investment Counsel. As to the Trustee, the investment direction change, amendment or termination will become effective with advance written notice given to, and signed by, the Donor. After the death of the Donor, the Investment Delegation may be changed, amended or terminated by a majority of the Trust Protectors at any time subject to the same terms and conditions. (5) If, prior to the time Donor or Trust Protectors change, amend or revoke the Investment Delegation, the Trustee 7 receives income or principal from any source, the Trustee is authorized to invest the funds in a money market-type account at the Trustee's discretion, including an account fram which the Trustee derives a SEC section 12(b)-1 and/or sweep fee. (6) Trustee agrees to use its hest efforts to execute any and all investment directions given to it in writing by the Investment Counsel, provided that Trustee will not be liable to Donor, Trust Protectors, current income beneficiaries and remaindermen if the investments cannot be executed due to circumstances beyond the control of the Trustee, including delay outside the control of the Trustee. (7) Unless otherwise directed, the Investment Counsel shall be subject to the Prudent Investor Rule (the "PIR") as adopted by the Commonwealth of Pennsylvania at 20 Pa.C.S.A. §7201 et. seq., as enacted or subsequently amended, to manage and invest the assets of the trust. (8) Except as otherwise provided in this Agreement, the duties and responsibilities of the Donor, the Trust Protectors, the Investment Counsel and the Trustee will be controlled by the terms of the Trust as more fully described in the Trust Agreement.. (E) Trust Protector Directed Investments. Upon the death of the Donor, AMANDA B. REED and ARAMINTA FLEGEL, as the Trust Protectors, may select, in writing delivered to the Trustee, either the investments or the Investment Counsel for the Trust, provided that both AMANDA B. REED and ARAMINTA FLEGEL must agree to such listed investments and counsel in writing to the Trustee undex such terms and conditions as the Trustee may require including, but not limited to, indemnification agreements. If AMANDA B. REED and ARAMINTA FLEGEL assume or otherwise accept such responsibility, then the Trustee shall be exempt from claims of the remaindermen for the investment decisions made by such Trust Protectors or the Investment Counsel(s). (F) Nonliabilit~of Trustee for Directed Investments. The Trustee shall not be liable to any beneficiary or to any heir for an appointed Investment Counsel's acts or failure to act, in directing the investments of the trust where the Investment Counsel was appointed by the Donor or the Trust Protectors. (G) Delegation to Investment Counsel by Trustee. In the absence of appointment of an Investment Counsel by the Donor or the Trust Protectors, the Trustee may delegate investment responsibilities to any Investment Counsel for any reason and regardless of the Trustee's own skills concerning investments; provided, however, Investment Counsel so selected shall be either registered as an Investment Advisor with the U.S. Securities and Exchange 8 Commission, a Trust Company, ar a state chartered or national bank with fiduciary powers. If investment powers are delegated to Investment Counsel, the Trustee shall abide by the Investment C'ounsel's decision but shall not be held liable or otherwise surcharged for losses directly attributable to investments made on the Investment Counsel's advice as consistent with the sl:andards established for delegation to Investment Counsel under the PIR standards for delegation of investment powers at 20 Pa.C.S.A. § 7206. While the. investment powers are delegated to Investment Counsel, the Trustee shall not be required to review trust investments or take action o:n trust investments unless the Trustee receives written instructions from Investment Counsel. The Trustee may, but shall not be required to demand a bond from any professional Investment Counsel. The Trustee shall have the power exercisable in the Trustee's discretion to discharge such Investment Advisor and to employ other counsel or to administer the trust without such counsel. Consistent with the standards of the PIR, the Trustee shall have the responsibility to prudently select any Investment Counsel and shall only be required to discharge Investment Counsel if apprized of facts clearly indicating that Investment Counsel is not performing competently. Furthermore, the Trustee shall not be held liable for any actions of the professional lnvestment Counsel provided that the Trustee has exercised reasonable care in selecting such Investment Counsel and has established a specific scope and term of delegation or responsibility for such Investment Counsel. (H) General Powers. The Donor directs that the general management functions of the Trust shall be held by COMMUNITY TRUST COMPANY, now of 3907 Market Street, Camp Hill, Cumberland County, Pennsylvania 17011, in its capacity as Trustee. In addition to other powers, the Trustee shall have the following powers with respect to the trust and its property, in each case to be exercised from time to time at discretion and without order or license of court; provided that no power granted herein may be exercised by the Trustee if such exercise would in a~1y way defeat the intent of the Donor that the trust hereunder qualify as a charitable annuity lead trust so that the value of the interest passing to the Charities is deductible as a charitable guaranteed annuity under Sections 2055(e)(2)(B) and 2522(c)(2)(B) of the Code and so that the a~~nuity distributions to the Charities will be deductible from gross income of the trust to the extent provided by Section 642(c} of the Code: (1) To retain indefinitely, and to invest and reinvest in, stocks, shares, general or limited interests, obligations and other securities or any other kind of personal or real property, even though any or all of the investments made or retained are of a character or size which but for this express authority not be considered proper for a trustee; (2) To sell, to exchange, to lease and to make contracts concerning personal or real property, for such consideration and upon such terms as to credit or otherwise as the Trustee considers advisable, which leases and contracts may extend beyond the term of the trust; to give options on real or personal property of the trust; to 9 establish depreciation, depletion, tax or any other reserves; and to execute deeds, transfers, Ieases, and other instruments of any kind; (3) To hold securities or other property in the name of the Trustee or of any other person, firm or corporation, without indication of any fiduciary capacity; (4) To compromise or submit to arbitration any claim or matter in dispute; (5) To give general or special proxies or powers of attorney (which may or may not be discretionary and with power of substitution) for voting or acting with respect to securities; to deposit securities with, or transfer them to, protective committees, voting trustees or similar bodies; to join in any reorganization; and to pay assessments ox subscriptions called for in connection with securities held by the Trustee; (6) To employ investment counsel and consult with them concerning the investments and management of the trust; to employ a custodian, attorneys and any other special service; and, in addition to the compensation and expenses of the Trustee, to pay the compensation and expenses of such investment counsel, custodian, attorneys and other special services; (7) To credit particular receipts or gains, and to charge particular disbursements or losses or charges, to income or to principal of the trust or to apportion them between income and principal, whether such credits or charges relate to bonds acquired at a premium, to reserves or to any other matter, all as the Trustee considers fair and reasonable in each case; and (8) To make any division or distribution of, or payment from, the trust, in kind by the fair and reasonable allotment and transfer of specific securities or other personal or real property or undivided interests therein, at then current values, in lieu of cash, as a part or the whole of any one or more shares or payments. The adjusted basis for federal income tax purposes of any trust property which the Trustee distributes in kind to charity must be fairly representative of the adjusted basis for such purposes of all trust property available for distribution on the date of distribution. In the event that a named charity is serving as Trustee hereunder, the Trustee may in its discretion (i) mingle or combine any of the investments or property of this trust with other funds held by the charity as Trustee in one or more partnerships with investment objectives that the Trustee deems appropriate, or any other common fund in which each of the several contributing trusts shall have an undivided proportionate interest and (ii) invest any of the property of this trust in units of the General lnvestments Account of the charity and thereby commingle the trust property with other funds held by the charity for investment purposes; provided, however, that in any event the trust hereunder shall at all times be identified by the charity as a separate and 10 distinct trust and shall so be commingled, combined and invested for convenience of administration only. SEVENTH: References in this trust instrument to the 'Trustee" mean the trustee, whether original or successor, for the time being in office. Any Trustee may resign by giving written notice to the Charities and the named remainder beneficiaries and to the one or more persons of full legal capacity then entitled to accounts as provided in Article EIGHTH below. Incase of any vacancy in the office of Trustee, a successor Trustee maybe appointed in writing by the Donor, if the Donor is then living and of full legal capacity, or if the Donor is not then living and of full legal capacity, by the Trust Protectors, or if none, by the Charities Each such appointment shall take effect upon written acceptance of the office; provided that neither the Donor nor a member of the Donor's family shall be appointed as Trustee. No Trustee named herein or appointed as provided above need furnish any bond or surety. No one dealing with the Trustee need inquire concerning the validity of anything the Trustee purports to do or need see to the application of any money paid or properly transferred to or upon the Trustee's order. EIGHTH: The Trustee shall render an account of the trust at least as often as annually to the Donor during the Donor's lifetime, and thereafter to the beneficiary or beneficiaries to whom the remainder interest would be distributed under paragraph (b) of Article FIRST above if the trust were to terminate on the last day of the period for which the account is rendered; and if the Donor or any such beneficiary is not of full age and legal capacity when an account is rendered, such account shall instead be rendered to his or her legal guardian or similar legal representative, if any. The written assent to any such account by each person of full legal capacity to whom it is rendered as provided above shall fully protect the Trustee as to all matters and transactions stated iri such account or shown thereby. The failure of any person to whom an account has been rendered to object in writing within thirty (30) days of receipt of said account shall be deemed an assent thereto. Nothing in this Article shall be deemed to give anyone the power to modify the teams of this trust instrument or to alter or shift any beneficial interest created hereunder. NINTH: The taxable year of this trust shall be the calendar year. TENTH: This trust shall be irrevocable and shall not be subject to alteration or amendment, except that the Trustee may in writing amend this trust instrument at any time or times to enable the trust hereunder to continue to qualify as a charitable annuity lead trust as described in Sections 2055(e)(2)(B) and 2522(c)(2)(B) of the Code, regulations thereunder and decisional law. No income or principal of the trust shall be used for the benefit of the Donor or to pay premiums on any policy of insurance on the life of the Donor; no loans shall be made, directly or indirectly, from the trust hereunder to the Donor; no property shall be bought from, sold to, exchanged with or leased to or from any person for less than full and adequate consideration in rrioney or money's worth; and the Donor shall not have the power to control in any manner the ~1 administration of the trust hereunder. In the event that any power does exist in this document which would be in violation of the Code, then such power shall be declared null and void and the remaining powers and authorities shall remain intact. The Trustee shall take all necessary and proper actions to preserve the charitable intent of this Trust. ELEVENTH: The original of each alteration or amendment of this trust instrument by the Trustee, each resignation or appointment of a Trustee, and each acceptance of appointment, shall be kept attached to the original trust instrument, which shall be held by the Trustee. Anyone may rely on a copy, certified by a notary public, of this trust instrument or of any writings attached thereto as fully as on the original document; and anyone may rely fully upon any statements of fact certified by anyone who appears from the original document or a certified copy thereof to be a Trustee hereunder. TWELFTH: This trust instrument and the trust hereunder shall be governed, construed acid administered in accordance with the provisions of the Code from time to time applicable thereto and by the laws of the Commonwealth of Pennsylvania from time to time in force. SIGNED and SEALED this ~ day of November, 2001, for the purposes stated herein. ~/ /~ ,, N/!1 /``/, /i` 1 !7r/ ~/ //ft MAY M. MOORE, DONOR C ;P./iP~IOl.T`.~JEALTII OF PEI`s: S ~ ~,VAr. ~A ss: COUNTY OF' CUMBERLAND On this, the ~ day of November, 2001, before me, a Notary Public, the undersigned officer, personally appeared MAY M. MOORE, known to me (or satisfactorily proven) to be the person whose name is subscribed to the within Trust Agreement, and acknowledged that she executed the same for the purposes therein contained. IN WITNESS WHEREOF, I have set my hand an~~d~~o~~f~fic`ial~S~ea~l. ~~~~.W l..'~1~.~~lCJC.J Notary Public My Commission Expires: Teri L. VVa:i:..r, F;~~«ry ~'b!ic Lerno~ne Eioro, G~:rr~ber(ar:d :'o~nSy r:ay Ccr~~missior~ Ex~~ir s .;~~. 2t?, ~Cv3 _, ... er, Peri;~t~'.a-.._~ ;=sscc~~~tfon of P.~oi2ries 12 The foregoing Trust Agreement was delivered, and is hereby accepted, at Carnp Hill, Pennsylvania, on November _, 2001. ATTEST: -~ .~j ~ss~ ~s~cr.77~ c~~ ~/~r~ j~ i~ WITN i ! - ~' iiNES ATTEST: ~HN R. KEIa LEJ~; GENERAL ARTNER ~ COMMUNITY TRUST COMPANY, TRUSTEE -~ B' ~ ~ ~ ~_ KIMBE RTH - SLER, PRESIDENT / /~ A.IZAMINTA FLEGEL; TRUST PROTECTOR ,~1 ~ n AA.~IANDA B. REED, r TRUST PROTECTOR KEELER &DANNER FINANCIAL SERVICES, LLP BY: //~ DALE E. DANNER, GENERAL PARTNER 13 SCHEDULE "A" SCHEDULE REFERRED TO IN THE ANNEXED TRUST AGREEMENT DATED: NOVEMBER ~, 2001 FROM MAY M. MOORE, DONOR TO COMMUNITY TRUST COMPANY, TRUSTEE, AMANDA B. REED AND ARAMINTA FLEGEL, TRUST PROTECTORS, AND KEELER & DANKER FINANCIAL SERVICES, LLP, INVESTMENT COUNSEL PROPERTY DESCRIPTION: 14 REDESIGNATION OF CHARITIES UNDER THE MAY M. MOORE FIVE YEAR CHARITABLE LEAD ANNUITY TRUST THIS AMENDMENT TO TRUST is executed this ~~~~ day of ~~~~5' , 2002, upon the review and consent of COMMCJNITY TRUST COMPANY, (hereinafter referred to as "Trustee"), and AMANDA B. REED and ARAMINTA FLEGEL, (hereinafter referred to as "Trust Protectors") WHEREAS, during her lifetime, May M. Moore established The May M. Moore Five Year Charitable Lead Annuity Trust (hereinafter "Five Year CLAT") by and between herself as Donor, Community Trust Company as Trustee, and Amanda B. Reed and Arammta Flegel as Trust Protectors; WHEREAS, Article First (A) of the Five Year CLAT designates Habitat for Humanity as the sole charitable beneficiary and having 100% interest in the Five Year CLAT; WHEREAS, Article First (A) of the Five Year CLAT also provides that the Trustee may change or remove any charity or distribution percentage to any charity prior to the termination of the Trust with the advise and consent of the Trust Protectors; WHEREAS, Trustee has been advised that the Trust Protectors have provided a list of nominated charities that, upon presentation by the Trustee, the Trust Protectors would consent to as the newly designated charities under Article First (A) of the Five Year CLAT; WHEREAS, the Trustee and Trust Protectors acknowledge that, to their information and belief, all the of proposed charities conform with Sections 170(b)(l)(A), 170(c), 2055(a) and 2522(a) of the Internal Revenue Code of 1986; WHEREAS, as of the date of the execution of this document, the Five Year CLAT has not been funded; therefore, the originally designated charity, Habitat for Humanity, has not re:ceived any distribution of income from the Five Year CLAT; WHEREAS, the Trustee desires to change the designated charities in accordance with tree list of charitable beneficiaries provided in the attached Schedule "A" by the Trust Protectors; a~~d, WHEREAS, the attached Schedule "A" to Redesignation of Charities is incorporated by reference as though more fully set forth herein. NOW, THEREFORE, Community Trust Company, Trustee, and Amanda B. Reed and A,raminta Flegel, Trust Protectors, hereby accept the redesignation of charities in the proportions outlined on the attached Schedule "A". IN WITNESS WHEREOF, the Community Trust company, Trustee, and Amanda B. Reed and Araminta Flegel, Trust Protectors, have hereunto set their hands and seals as of the day and year first above written. WITNESS: COMMUNITY TRUST COMPANY, TRUSTEE: ~' ~ } -~BY: SUSAN A. RUSSELL, VICE PRESIDENT/TRUST OFFICER COMMONWEALTH OF PENNSYLVANIA : SS: COUNTY OF ~r ~ ~ ~~ ~~~ `~ 1 2002, before me, a Not Public, the On this, the ~~ day of ~ ~' undersigned officer, personally appeared S san A. Russell who acknowledged herself to be the Vice President and Trust Officer of Community Trust Company, a Pennsylvania registered trust company, and that she as such, being authorized to do so, executed the foregoing instrument for the purposes therein contained by signing the name of the corporation by herself as Vice President and Tn.zst Officer. IN WITNESS WHEREOF, I hereunto set my hand and official seal. _~ Notary Publ My Commission Expires: Notarial ;;eai Audry J. Ritter. Notary Public Hampden Twp., (~mberiand County My Commission Expires July t~, 2004 ~¢i1b6P, Notae66~- WITNESS: COMMONWEALTH OF PENNSYLVANIA COUNTY OF ~~ d~~' ,~~-` ~~l ?~ .~ ~ ~ f AMANDA B. REED, TRUST PROTECTOR SS: On this, the s ~ , ,~~ day of 2002 before me a Notary Public, the undersigned officer, personally appeared ANDA B. REED, known to me (or satisfactorily proven) to be the person whose name is subscribed to the within document, and acknowledged that she executed the same for the purposes therein contained. IN WITNESS WHEREOF, I have set my hand and official seal. ;~ Notary Public ~ iv2y CVLllllltsJlorl EXp1r eJ: S NOIarl31 ~eae Traci L. Sepkovic, Notary F uLiic Lemoyne Boro, Cumoeriarr~ Co~~rrt`v t My Commission Expires Juh~ r,_~ i;'; ` WITNESS: \.._.~~~ J COMMONWEALTH OFPD t _ VI7-~ COUNTY OF ~ -~ ~'r ~~ ~~ J ARAMINTA F L, TRUST PROTECTOR SS: On this, the ~ ~ day of , 2002, before me, a Notary Public, the wldersigned officer, personally appeared A FLEGEL, known to me (or satisfactorily proven) to be the person whose name is subscribed to the within docwnent, and acknowledged that she executed the same for the pwposes therein contained. IN WITNESS WHEREOF, I have set my hand and official seal. ~._~ G Notary Public My Commission Expires: /1 ~~~ ~ ~~ ~ ~ ~~ THE MAY M. MOORS TEN YEAR CHARITABLE LEAD ANNUITY TRUST MAY M. MOORS, now of 3300 Waynecastle Road, Greencastle, Franklin County, Pennsylvania 17225 (hereinafter called the "Donor"), hereby establishes with COMMUNITY TRUST COMPANY, now of 3907 Market Street, Camp Hill, Cumberland County, Pennsylvania 17011 (hereinafter called the "Trustee"), AMANDA B. REED and ARAMINTA FLEGEL (hereinafter "Trust Protectors"} and DALE E. DANKER or JOHN R. KEELER, now of KEELER & DANKER FINANCIAL SERVICES, LLP, now of 50 West Main Street, Suite B, Mechanicsburg, Pennsylvania 17055 (hereinafter called "the Investment Counsel(s)") the following irrevocable trust and the Trustee and Investment Counsel(s) hereby acknowledge and accept the terms thereof and agree, for themselves and their successors in office, to hold property received under its terms as follows: FIRST: This trust shall be known as "THE MAY M. MOORS TEN YEAR CHARITABLE LEAD ANNUITY TRUST", and shall be administered as follows: (A) Designation of Charities. From the date this trust instrument is funded until the termination date, as defined below, the Trustee shall in each year pay the annuity amount defined below to the following charities according to the following amounts, provided that the Trustee, with the advise and consent of AMANDA B. REED and ARAMINTA FLEGEL, may change or remove any charity or the distribution percentage to any charity hereunder at.any time prior to the termination of the Trust so long as any change must conform to the requirement that all annuity distributions shall be to Charities as described in Sections 170(b)(1)(A), 170(c), 2055(a) and 2522(a) of the Internal Revenue Code of 1986, or corresponding provisions of any subsequent federal tax laws (hereinafter collectively called the "Code") NAME OF CHARITY PERCENTAGE 1) HABITAT FOR HUMANITY 100% 2) 3) 4) 5) 6) 1 (B) Annuity Amount. Subject to the Article SECOND below, the annuity amount for purposes of this trust instrument shall be FIVE PERCENT (5%) of the initial net fair market value of the trust assets. (C) Termination Date. The termination date of the trust hereunder shall be TEN (10) YEARS from the date of death of the Donor, provided that the Donor, through her revocable trust or her estate has made the distributions to the Charities listed above as required herein. If and in the event that the Donor, through her revocable trust or her estate has not made the distributions to the Charities listed above as required herein, then the termination date of the trust hereunder shall be TEN (10) YEARS from the date this Trust is initially funded. (D) Distribution Upon Termination. On the termination date, the trust shall terminate and the remaining trust principal shall be distributed, in equal shares, to AMANDA B. REED and ARAMINTA FLEGEL. If and in the event that AMANDA B. REED or ARAMINTA FLEGEL predeceases the termination date, then the Trustee shall distribute the predeceased individual's share to their children, in equal shares. If and in the event that AMANDA B. REED or A.RAMINTA FLEGEL predeceases the termination date without surviving issue, then the predeceased individual's share shall be distributed to the surviving named individual. (E) General Power of Appointment. AMANDA B. REED and ARAMINTA FLEGEL are each hereby granted the power to appoint the principal of this Trust, in any manner and in such proportions as they jointly or individually deem advisable, up to the full value of their respective share of the Tnist. This power may only be fulfilled on or after the termination date. This power shall be exercisable by either or both of their Wills, specifically referring to this power of appointment of this Trust. The class of permissible beneficiaries to this power of appointment is limited to AMANDA B. REED, ARAMINTA FLEGEL, their spouses, if married at the time of the exercise, their issue, or any charity as defined herein. A proposed exercise to any other beneficiary shall be void. If AMANDA B. REED and ARAMINTA FLEGEL fail, either in whole or in part, to exercise this power of appointment herein granted, the unappointed principal shall continue in trust and shall be administered according to the terms of this trust. SECOND: Payments of the annuity amount shall be subject to the following provisions, notwithstanding any other provisions of this trust instrument: (A). Order of Distribution in Payments. Payments for each taxable year shall be made annually at the end of each taxable year of the trust. Payments 2 shall be made first from the ordinary taxable income of the trust (including short-term capital gains) which is not unrelated business income and, to the extent not so satisfied, the annuity amount shall be paid from FIFTY PERCENT (50%) of the unrelated business income, the long-term capital gains of the trust, the balance of the unrelated business income, the tax-exempt income, any accumulated income, and finally the principal of the trust, in that order. Any net income for a taxable year in excess of the annuity amount may, in the discretion of the Trustee, be added to principal. (B) Proration of Payments. For a short taxable year and for the taxable year in which annuity payments terminate, the Trustee shall prorate the annuity amount on a daily basis. (C) Corrective Payments. In the event that the initial net fair market value of the property held in the trust has been incorrectly determined and as a result a payment to the Charities under Article First, Section (A) (hereinafter "the Charities") exceeds or is less than the payment required to be made hereunder, then within a reasonable period after the final determination of the correct net fair market value the Trustee shall pay to the Charities (in the event of an undervaluation}, or shall be repaid by the Charities (in the event of an overvaluation) an amount equal to the difference between the amount which the Trustee should have paid if the correct valuation had been used and the amount which the Trustee actually paid. THIRD: If any of the Charities is not an organization described in Sections 170(b)(1)(A), 170(c), 2055(a) and 2522(a) of the Internal Revenue Code of 1986, or corresponding provisions of any subsequent federal tax laws (hereinafter collectively called the "Code") at the time any payment is to be made to the Charities under Article FIRST above, the Trustee shall instead distribute such payments to one or more organizations described in said Sections of the Code in such proportions as the Trustee shall select. F ~?-i1IfTH: This trust is intended to qualify as a charitable annuity lead trust so t11at the value of the interest passing to the Charities is deductible as a charitable guaranteed annuity under Sections 2055(e)(2)(B) and 2522 (c)(2)(B) of the Code and so that the annuity distributions to the Charities will be deductible from the gross income of the trust to the extent provided Section 642(c) of the Code; and, notwithstanding any other provisions of tlhis trust instrument, the trust is subject to the following provisions: (A) Self-Dealing. The Trustee shall not engage in any act of self-dealing as defined in Section 4941(d) of the Code, nor make any taxable expenditures as defined in Section 4945(d) of the Code. (B) Business Interests. Except to the extent provided in Section 3 4947(b)(3) of the Code, the Trustee shall not retain any excess business holdings (as defined in Section 4943(c) of the Code) which would subject the trust to tax under Section 4943 of the Code, nor shall the Trustee acquire any assets which would subject the trust to tax under Section 4944 of the Code or retain any assets which would, if acquired by the Trustee, subject the trust to tax under said Section 4944. (C) Corrective Action. If Section 4942 of the Code is at any time applicable to this trust, the Trustee shall make such distributions at such time and in such manner as not to subject the trust to tax under said Section 4942. (D) Construction of Restrictions. No provision of this trust instrument shall be construed to restrict the Trustee from investing the trust assets in a manner which could result in the annual realization of a reasonable amount of income or gain from the sale or disposition of trust assets. (E) Additional Contributions. No additional contributions shall be made to the trust after the initial contribution. FIFTH: The trust hereunder is subject to the following provisions: (A) Spendthrift Provision. No beneficiary shall have the power to anticipate, encumber or transfer his interest in the Trust Estate in any mariner other than by the valid exercise of a Power of Appointment. No part of the Trust Estate shall be liable for or charged with any debts, contracts, liabilities or torts of a beneficiary or subject to seizure or other process by any creditor of a beneficiary. (B) Distributions to Minors. Any distribution upon termination of the trust which is to be made to a beneficiary under the age of twenty-one (21) may be made in any amount, either directly or through a guardian of or custodian for the beneficiary, or by payment to the beneficiary in person; and the receipt of the payee shall, with respect to each such distribution, be a sufficient discharge to the Trustee so that the Trustee need not see to the further application thereof. (C) Definitions of Family. References to "child" or "children" mean descendants in the first degree only, references to "grandchild" or "grandchildren" mean descendants in the second degree only, and references to "issue" mean descendants in the first, second or any other degree; in each case meaning lawful descendants, whether by blood or by adoption and whether living on the date of this trust instrument or born or adopted thereafter. (D) Code. Unless otherwise stated, all references in this Trust to section and chapter numbers are to those of the Internal Revenue Code of 1986, as 4 applicable to this Trust. (E) Other Terms. Unless the context otherwise requires, the use of one or more genders in the text includes all other genders, and the use of either the singular or the plural in the text includes both the singular and the plural. SIXTH: Management of the Trust. (A) Donor's power to direct investments. Donor shall have the power in a fiduciary capacity to direct the Trustee to purchase, sell, exchange, or otherwise acquire or dispose of assets. In the case of a variable life insurance or annuity policy, Donor shall have the power in a fiduciary capacity to direct the investment of the cash value of the policy among the investment fiord options provided in the policy. During the Donor's lifetime, the Trustee shall not exercise any of the Trustee's powers over these matters without receiving written directions from the Donor. Notwithstanding the Donor's authority or the Trustee's limitations, contained in this section, if the Trustee, in the exercise of its fiduciary duties, is required (1) to make a discretionary or non-discretionary distribution to a trust beneficiary, (2) to pay trustee's fees, (3) to pay any taxes relating to the trust, or (4) to pay any other costs or disbursements relating to the trust, the Trustee shall provide the Donor written notice of such payment and an estimate of the liquidity requirements, and the Donor shall have fifteen (15) calendar days (from the mailing of the notice} to advise the Trustee which trust assets to liquidate in order to make the payment and meet the liquidity requirements. If'the Donor does not provide the advice to the Trustee within the fifteen (15) day period, then the Trustee is authorized to liquidate those trust assets which it deems appropriate to meet the liquidity requirements based on the Prudent Investor Rule contained in section 5.01(B). During the Donor's lifetime and unless the foregoing powers have been relinquished or delegated, the Trustee shall have no duty to review investments or to suggest investments and shall not be liable to any beneficiary of this trust or any heir of the Donor for losses resulting from such investments or from failure to make investments while the Donor retains these powers. Donor, unless having relinquished this duty in writing, retains the obligation to review investments or make investment suggestions. Donor may release her power to control trust investments by written instrument delivered to the Trustee and may reassume the power at any time by written instrument delivered to the Trustee. If Donor dies or the Trustee receives certificates of two state licensed physicians that L)onor cannot exercise any of these powers, Donor shall be deemed to have released the powers and the Trustee shall have full power to take any such action, subject to the terms and conditions of the Prudent Investor Rule. Donor shall be deemed to have reassumed the powers if the Trustee receives certificates from two licensed physicians that Donor has recovered the ability to exercise the powers. 5 Donor acting under this clause shall be deemed to have waived the doctor-patient privilege to the extent necessary to implement this clause. Failure of physician to comply with the Trustee in requests for information shall be deemed to be a release of the Donor's retained authority to review accounts and make investment suggestion until such time as the physician complies. Any person may transact business with the Trustee without inquiring whether the Donor has directed the action and without inquiring whether the Donor has relinquished or become unable to exercise the power. (B) Incor oration of Prudent Investor Rule. Unless otherwise directed herein, the Investment Counsel shall be subject to the Prudent Investor Rule (the "PIR") as adopted by the Commonwealth of Pennsylvania at 20 P.S.C.A. §7201 et seq., as hereby enacted or subsequently amended, to manage and invest the assets of the trust. The Donor desires that the Investment Counsel, consistent with the standards of the PIR, continuously assess the appropriate investment risk tolerance of the trust beneficiaries, and then invest the trust assets consistent with the purposes, terms, and other circumstances of the Trust and shall pursue an overall investment strategy reasonably suited to the Trust and the expressed intent of the Donor. The Donor believes, consistent with modem portfolio theory, that the trust total investment return will be determined primarily by the trust's asset allocation; not market timing or active management in security selection. The Donor believes that the trust should diversify its investments with regard to assets classes and individual securities to avoid uncompensated risk. The Donor does not intend to prohibit the Investment Counsel from engaging in active management of trust assets where the Investment Counsel reasonably believes active management can aid in achieving the desired balance between risk and return and the intent of the Trust. (C) Creation of Investment Policy Statement. The Donor directs that any Investment Counsel, in managing and investing the assets of the trust estate, establish, in writing, an appropriate investment policy statement. The investment policy statement shall be reviewed and updated at least annually. In making the investment policy statement, the lnvestment Counsel shall consider and the Donor shall address such issues as: the size of the trust assets; the intended duration of the trust; liquidity demands and schedules; the duration of the fiduciary relationship; the expected tax consequences of decisions and distributions between income and principal; the role each investment will play in the overall investment strategy; the special value or relationship of any particular asset to the overall intent of the trust; and, to the extent reasonably known, the income and resources of the beneficiaries and related trusts. The Investment Counsel shall annually discuss the projected distributions, expenses and costs of the Trust account and shall establish an asset allocation model and the investments shall comply to the model. In the event that no consensus may be reached concerning the asset allocation model, the Investment Counsel shall operate within the context of the asset allocation model established by the Donor, unless the Investment Counsel obtains a bond or other security to assure the Donor or Trustee of the 6 preservation of the Trust's goals. (D) Employment of and Delegation to Investment Agent. The Donor directs that the investment functions of the Trust shall be held by DALE E. DANKER or 30HN R. KEELER, now of KEELER & DANKER FINANCIAL SERVICES, LLP, now of 50 West Main Street, Si~aite B, Mechanicsburg, Pennsylvania 17055, in their individual capacities as the "Investment Counsels}" for the Trust Account. Pursuant to the above-described authority, Donor delegates Investment Functions to the Investment Counsel, in their individual capacity. In acceptance thereof, the Investment Counsel shall be granted all investment authority under the governing instrument and the laws of the Commonwealth of Pennsylvania, subject to the following limitations: (1) If the Investment Counsel invests in Mutual Funds, then the Investment Counsel shall invest in funds with a minimum rating of three (3) stars under the Morningstar Rating system; and (2) If the Investment Counsel selects any investment not already an asset under the governing instrument at the time of funding of the governing instrument, Investment Counsel must be able to demonstrate and document performance history for such proposed investment for the preceding three (3) years or the investment shall be approved in writing by the Donor or the Trust Protectors; and (3} The Donor understands that Investment Counsel may derive a fee for the investment advisory services provided to the Trust. The Donor understands that Investment Counsel may derive a commission from the sale of securities and/or investment products to, and on behalf of, the Trust. The fees and commissions will be paid, either directly or indirectly, from the Trust Account by the Trustee to Investment Counsel. (4} Tlris lnvestnlent Delegation may be changed, amended or terminated by Donor at any time by thirty (34) days advance written notice given to the Investment Counsel. As to the Trustee, the investment direction change, amendment or termination will become effective with advance written notice given to, and signed by, the Donor. After the death of the Donor, the Investment Delegation may be changed, amended or terminated by a majority of the Trust Protectors at any time subject to the same terms and conditions. (5) If, prior to the time Donor or Trust Protectors change, amend or revoke the Investment Delegation, the Trustee 7 receives income or principal from any source, the Trustee is authorized to invest the funds in a money market-type account at the Trustee's discretion, including an account from which the Trustee derives a SEC section 12(b)-1 and/or sweep fee. (6) Trustee agrees to use its best efforts to execute any and all investment directions given to it in writing by the Investment Counsel, provided that Trustee will not be liable to Donor, Trust Protectors, current income beneficiaries and remaindermen if the investments cannot be executed due to circumstances beyond the control of the Trustee, including delay outside the control of the Trustee. (7} Unless otherwise directed, the Investment Counsel shall be subject to the Prudent Investor Rule (the "PIR") as adopted by the Commonwealth of Pennsylvania at 20 Pa.GS.A. §7201 et. seq., as enacted or subsequently amended, to manage and invest the assets of the trust. (8} Except as otherwise provided in this Agreement, the duties and responsibilities of the Donor, the Trust Protectors, the Investment Counsel and the Trustee will be controlled by the terms of the Trust as more fully described in the Trust Agreement. (E} Trust Protector Directed Investments. Upon the death of the Donor, AMANDA B. REED and ARAMINTA FLEGEL, as the Trust Protectors, may select, in writing delivered to the Trustee, either the investments or the Investment Counsel for the Trust, provided that both AMANDA B. REED and ARAMINTA FLEGEL must agree to such listed investments and counsel in writing to the Trustee under such terms and conditions as the Trustee may require including, but not limited to, indemnification agreements. If AMANDA B. REED and ARAMINTA FLEGEL assume or otherwise accept such responsibility, then the Trustee shall be exempt from claims of the remaindermen for the investment decisions made by such Trust Protectors or the Investment Counsei(s}. (F~ Nonliability of Trustee for Directed Investments. The Trustee shall not be liable to any beneficiary or to any heir for an appointed Investment Counsel's acts or failure to act, iri directing the investments of the trust where the Investment Counsel was appointed by the Donor or the Trust Protectors. (G) Delegation to Investment Counsel by Trustee. In the absence of appointment of an Investment Counsel by the Donor or the Trust Protectors, the Trustee may delegate investment responsibilities to any Investment Counsel for any reason and regardless of the Trustee's own skills concerning investments; provided, however, Investment Counsel so selected shall be either registered as an Investment Advisor with the U.S. Securities and Exchange 8 Commission, a Trust Company, or a state chartered or national bank with fiduciary powers. If investment powers are delegated to Investment Counsel, the Trustee shall abide by the Investment Counsel's decision but shall not be held liable or otherwise surcharged for losses directly attributable to investments made on the Investment Counsel's advice as consistent with the standards established for delegation to Investment Counsel under the PIR standards for delegation of investment powers at 20 Pa.C.S.A. § 7206. While the investment powers are delegated to Investment Counsel, the Trustee shall not be required to review trust investments or take action on trust investments unless the Trustee receives written instructions from Investment Counsel. The Trustee may, but shall not be required to demand a bond from any professional Investment Counsel. The Trustee shall have the power exercisable in the Trustee's discretion to discharge such Investment Advisor and to employ other counsel or to administer the trust without such counsel. Consistent with the standards of the PIR, the Trustee shall have the responsibility to prudently select any Investment Counsel and shall only be required to discharge Investment Counsel if apprized of facts clearly indicating that Investment Counsel is not performing competently. Furthermore, the Trustee shall not be held liable for any actions of the professional Investment Counsel provided that the Trustee has exercised reasonable care in selecting such Investment Counsel and has established a specific scope and term of delegation or responsibility for such Investment Counsel. (II) General Powers. The Donor directs that the general management functions of the Trust shall be held by COMMUNITY TRUST COMPANY, now of 3907 Market Street, Camp Hill, Cumberland County, Pennsylvania 17011, in its capacity as Trustee. In addition to other powers, the Trustee shall have the following powers with respect to the trust and its property, in each case to be exercised from time to time at discretion and without order or license of court; provided that no power granted herein may be exercised by the Trustee if such exercise would in any way defeat the intent of the Donor that the trust hereunder qualify as a charitable annuity lead trust so that the value of the interest passing to the Charities is deductible as a charitable guaranteed annuity under Sections 2055(e)(2)(B) and 2522(c)(2)(B) of the Code and so that the annuity distributions to the Charities will be deductible from gross income of the trust to the e:Ktent provided by Section 642(c} of the Code: (1) To retain indefinitely, and to invest and reinvest in, stocks, shares, general or limited interests, obligations and other securities or any other kind of personal or real property, even though any or all of the investments made or retained are of a character or size which but for this express authority not be considered proper for a trustee; (2) To sell, to exchange, to lease and to make contracts concerning personal or real property, for such consideration and upon such terms as to credit or otherwise as the Trustee considers advisable, which leases and contracts may extend beyond the term of the trust; to give options on real or personal property of the trust; to 9 establish depreciation, depletion, tax or any other reserves; and to execute deeds, transfers, leases, and other instruments of any kind; (3) To hold securities or other property in the name of the Trustee or of any other person, firm or corporation, without indication of any fiduciary capacity; (4) To compromise or submit to arbitration any claim or matter in dispute; (5) To give general or special proxies or powers of attorney (which may or may not be discretionary and with power of substitution) for voting or acting with respect to securities; to deposit securities with, or transfer them to, protective committees, voting trustees or similar bodies; to join in any reorganization; and to pay assessments or subscriptions called for in connection with securities held by the Trustee; (6) To employ investment counsel and consult with them concerning the investments and management of the trust; to employ a custodian, attorneys and any other special service; and, in addition to the compensation and expenses of the Trustee, to pay the compensation and expenses of such investment counsel, custodian, attorneys and other special services; (7) To credit particular receipts or gains, and to charge particular disbursements or losses or charges, to income or to principal of the trust or to apportion them between income and principal, whether such credits or charges relate to bonds acquired at a premium, to reserves or to any other matter, all as the Trustee considers fair and reasonable in each case; and (8) To make any division or distribution of, or payment from, the trust, in kind by the fair and reasonable allotment and transfer of specific securities or other personal or real property or undivided interests therein, at then current values, in lieu of cash, as a part or the whole of any one or more shares or payments. The adjusted basis for federal income tax purposes of any trust property which tl-ie Trustee distributes in kind to charity must be fairly representative of the adjusted basis for such purposes of all trust property available for distribution on the date of distribution. In the event that a named charity is serving as Trustee hereunder, the Trustee may in its discretion (i} mingle or combine any of the investments or property of this trust with other funds held by the charity as Trustee in one or more partnerships with investment objectives that the Trustee deems appropriate, or any other common fund in which each of the several contributing trusts shall have an undivided proportionate interest and (ii) invest any of the property of this trust in units of the General Investments Account of the charity and thereby commingle the trust property with other funds held by the charity for investment purposes; provided, however, that in 10 any event the trust hereunder shall at all times be identified by the charity as a separate and distinct trust and shall so be commingled, combined and invested for convenience of administration only. SEVENTH: References in this trust instrument to the 'Trustee" mean the trustee, whether original or successor, for the time being in office. Any Trustee may resign by giving written notice to the Charities and the named remainder beneficiaries and to the one or more persons of full legal capacity then entitled to accounts as provided in Article EIGHTH below. In case of any vacancy in the office of Trustee, a successor Trustee may be appointed in writing by the Donor, if the Donor is then living and of full legal capacity, or if the Donor is not then living and of full legal capacity, by the Trust Protectors, or if none, by the Charities Each such appointment shall take effect upon written acceptance of the office; provided that neither the Donor nor a member of the Donor's family shall be appointed as Trustee. No Trustee named herein or appointed as provided above need furnish any bond or surety. No one dealing with the Trustee need inquire concerning the validity of anything the Trustee purports to do or need see to the application of any money paid or property transferred to or uI>on the Trustee's order. EIGHTH: The Trustee shall render an account of the trust at least as often as annually to the Donor during the Donor's lifetime, and thereafter to the beneficiary or beneficiaries to whom the remainder interest would be distributed under paragraph (b) of Article FIRST above if the must were to terminate on the last day of the period for which the account is rendered; and if the Donor or any such beneficiary is not of full age and legal capacity when an account is rendered, such account shall instead be rendered to his or her legal guardian or similar Iegal representative, if any. The written assent to any such account by each person of full legal capacity to whom it is rendered as provided above shall fully protect the Trustee as to all matters and transactions stated in such account or shown thereby. The failure of any person to whom an account has been rendered to object in writing within thirty (30) days of receipt of said account shall be deemed an a>sent thereto. Nothing in this Article shall be deemed to give anyone the power to modify the terms of this trust instrument or to alter or shift any beneficial interest created hereunder. NINTH: The taxable year of this trust shall be the calendar year. TENTH: This trust shall be irrevocable and shall not be subject to alteration or amendment, except that the Trustee may in writing amend this trust instrument at any time or times to enable the trust hereunder to continue to qualify as a charitable annuity lead trust as described in Sections 2055(e)(2)(B) and 2522(c)(2}(B) of the Code, regulations thereunder and decisional law. No income or principal of the trust shall be used for the benefit of the Donor or to pay premiums on any policy of insurance on the life of the Donor; no loans shall be made, directly or indirectly, from the trust hereunder to the Donor; no property shall be bought from, sold to, 11 exchanged with or leased to or from any person for less than full and adequate consideration in n coney or money's worth; and the Donor shall not have the power to control in any manner the administration of the trust hereunder. In the event that any power does exist in this document which would be in violation of the Code, then such power shall be declared null and void and the remaining powers and authorities shall remain intact. The Trustee shall take all necessary and proper actions to preserve the charitable intent of this Trust. ELEVENTH: The original of each alteration or amendment of this trust instrument by the Trustee, each resignation or appointment of a Trustee, and each acceptance of appointment, shall be kept attached to the original trust instrument, which shall be held by the Trustee. Anyone m.ay rely on a copy, certified by a notary public, of this trust instrument or of any writings attached thereto as fully as on the original document; and anyone may rely fully upon any statements of fact certified by anyone who appears from the original document or a certified copy thereof to be a Trustee hereunder. TWELFTH: This trust instrument and the trust hereunder shall be governed, construed and administered in accordance with the provisions of the Code from time to time applicable thereto and by the laws of the Commonwealth of Pennsylvania from time to time in force. SIGNED and SEALED this _ day of November, 2001, for the purposes stated hf;rein. COMMONWEALTH OF PENNSYLVANIA COUNTY OF CUMBERLAND /fl!?'r ~,iril~l rf l .~j~~,~U ~ , ~V. ~`f MAY M. MOORS, DONOR SS: On this, the 7~day of November, 2001, before me, a Notary Public, the undersigned officer, personally ap~eared MAY M. MOORS, known to me (or satisfactorily proven) to be the person whose name is subscribed to the within Trust Agreement, and acknowledged that she e:~ecuted the same for the purposes therein contained. IN WITNESS WHEREOF, I have set my hand and official Seal. ~~~ Notary Public My Commission Expires: 12 The foregoing Trust Agreement was delivered, and is hereby accepted, at Camp Hill, Pennsylvania, on November _, 2001. ATTEST: - ~~~~ ~, i G/~ / VS~IT SS / ~/ ~ // WIT SS ATTEST: _ ~~ J R. KE L ,GENERAL /'~ARTNER COMMUNITY TRUST COMPANY, TRUSTEE . ~----~ HIMBE ~ Y A HUR-TRESSLER, PRESIDENT ARAMINTA F . EG L,~ TRUST PROTECTOR ,~- `~, r ~~ _ '/}J t ( ` , AMANDA B. REED, TRUST PROTECTOR KEELER &DANNER FINANCIAL SERVICES, LLP BY: ~~ ~ ~ DALE E. DANNER, GENERAL PARTNER 13 SCHEDULE "A" SCHEDULE REFERRED TO IN THE ANNEXED TRUST AGREEMENT DATED: NOVEMBER ~, 2001 FROM MAY M. MOORE, DONOR TO COMMUNITY TRUST COMPANY, TRUSTEE, AMANDA B. REED AND ARAMINTA FLEGEL, TRUST PROTECTORS, AND KEELER & DANNER FINANCIAL SERVICES, LLP, INVESTMENT COUNSEL PROPERTY DESCRIPTION: 14 REDESIGNATION OF CHARITIES UNDER THE MAY M. MOORS . TEN YEAR CHARITABLE LEAD ANNUITY TRUST THIS AMENDMENT TO TRUST is executed this C~~~ day of vs , 2002, upon the review and consent of CONIMLTNITY TRUST COMPANY, (hereinafter referred to as "Trustee"), and AMANDA B. REED and A.RANIINTA FLEGEL, (hereinafter referred to as "Trust Protectors"). WHEREAS, during her lifetime, May M. Moore established The May M. Moore Ten Year Charitable Lead Annuity Trust (hereinafter "Ten Year CLAT") by and between herself as Donor, Community Trust Company as Trustee, and Amanda B. Reed and Araminta Flegel as Trust Protectors; WHEREAS, Article First (A) of the Ten Year CLAT designates Habitat for Humanity as the sole charitable benef ciary and having 100% interest in the Ten Year CLAT; WHEREAS, Article First (A) of the Ten Year CLAT also provides that the Trustee may change or remove any charity or distribution percentage to any charity prior to the termination of the Trust with the advise and consent of the Trust Protectors; WHEREAS, Trustee has been advised that the Trust Protectors have provided a list of nominated charities that, upon presentation by the Trustee, the Trust Protectors would consent to as the newly designated charities under Article First (A) of the Ten Year CLAT; WHEREAS, the Trustee and Trust Protectors acknowledge that, to their information and belief, all the of proposed charities conform with Sections 170(b)(1)(A), 170(c), 2055(a) and 2522(a) of the Internal Revenue Code of 1986; WHEREAS, as of the date of the execution of this document, the Ten Year CLAT has not been funded; therefore, the originally designated charity, Habitat for Humanity, has not received any distribution of income from the Ten Year CLAT; WHEREAS, the Trustee desires to change the designated charities in accordance with the list of charitable beneficiaries provided in the attached Schedule "A" by the Trust Protectors; anal, WHEREAS, the attached Schedule "A" to Redesignation of Charities is incorporated by reference as though more fully set forth herein. NOW, THEREFORE, Community Trust Company, Trustee, and Amanda B. Reed and Araminta Flegel, Trust Protectors, hereby accept the redesignation of charities in the proportions ouitlined on the attached Schedule "A". IN WITNESS WHEREOF, the Community Trust company, Trustee, and Amanda B. Rf:ed and Araminta Flegel, Trust Protectors, have hereunto set their hands and seals as of the day anal year first above written. V~'ITNESS: COMMUNITY TRUST COMPANY, ~ TRUSTEE: SUSAN A. R VICE PRESIDENTlTRUST OFFICER COMMONWEALTH OF PENNSYLVANIA COUNTY OF C~~`r On this, the (~-~ _ day of , 2002, before me, a Notary Public, the undersigned officer, personally appeared san A. Russell who acknowledged herself to be the Vice President and Trust Officer of Community Trust Company, a Pennsylvania registered trust company, and that she as such, being authorized to do so, executed the foregoing instrument for th.e purposes therein contained by signing the name of the corporation by herself as Vice President and Trust Officer. IN WITNESS WHEREOF, I hereunto set my hand and official seal. ~, _--, Notary Pu My Commission Expires: Audry J. Rftt~er~Notary Public Hampden Twp., Cumberland County fluty Commissior- F~cpin3s July 12, 2004 Msatber.Pecvr~vea~ 9ssocfatlmati~6oaeria~ wzTNESS: /~'` AMANDA B. REED, TRUST PROTECTOR COMMONWEALTH OF PENNSYLVANIA COUNTY OF ~( `~; l ~ ~~ `~ SS: ~ ,: On this, the ~~ lS day of ; ~~ , 2002, before me, a Notary Public, the undersigned off cer, personally appeared DAB. REED, known to me (or satisfactorily proven) to be the person whose name is subscribed to the within document, and acknowledged that she executed the same for the purposes therein contained. IN WITNESS WHEREOF, I have set my hand and official seal. -~ ,, Notary Public My Commission Expires: -_ ,.-ST-__yf. Notarial Sea! Traci L. Sepko`~ic, Rotary Public Lemoyne Boro, Cumberland ~v'~~'t1'_, ~. h/iy Commission Expires Ju~i, ~._ _ - WITNESS: ~~ ARAlYIINTA F E EL, TRUST PRO ECTOR COMMONWEALTH OF ;~ SS: COUNTY OF ~~/ ~ ~ (~ .~ On this, the ~ ~ day of ~=~~_, 2002, before me, a Notary Public, the undersigned officer, personally appeared ARAMINTA FLEGEL, known to me (or satisfactorily proven) to be the person whose name is subscribed to the within document, and acknowledged that she executed the same for the purposes therein contained. IN WITNESS WHEREOF, I have set my hand and official seal. __--=--- Notary Public 1~~~ My Commission Expire~~~~ The foregoing Redesignation of Charities was delivered, and is hereby accepted, at C~-~o~!/ ,Pennsylvania, on the ~~Z day of ~f ,~~~ , 2002. WITNESS: `-~ r~ COMMUNITY TRUST COMPANY, TRUSTEE: is ~ -~ BY: SUSAN A. RUSSELL, VICE PRESIDENT/TRUST OFFICER THE MAY M. MOORE FIFTEEN YEAR CIARITABLE LEAD ANNUITY TRUST MAY M. MOORE, now of 3300 Waynecastle Road, Greencastle, Franklin County, Pe:nnsylvania 17225 (hereinafter called the "Donor"), hereby establishes with COMMUNITY TRUST COMPANY, now of 3907 Market Street, Camp Hill, Cumberland County, Pennsylvania 17011 (hereinafter called the "Trustee"), AMANDA B. REED and ARAMINTA FLEGEL (hereinafter "Trust Protectors") and DALE E. DANNER or JOHN R. KEELER, now of KEELER & DANNER FINANCIAL SERVICES, LLP, now of 50 West Main Street, Suite B, Mechanicsburg, Pennsylvania 17055 (hereinafter called "the Investment Counsel(s)") the following irrevocable trust and the Trustee and Investment Counsel(s) hereby acknowledge and accept the terms thereof and agree, for themselves and their successors in office, to hold property received under its terms as follows: FIRST: This trust shall be known as "THE MAY M. MOORE FIFTEEN YEAR CHARITABLE LEAD ANNUITY TRUST", and shall be administered as follows: (A) Designation of Charities_ From the date this trust instrument is funded until the termination date, as defined below, the Trustee shall in each year pay the annuity amount defined below to the following charities according to the following amounts, provided that the Trustee, with the advise and consent of AMANDA B. REED and ARAMINTA FLEGEL, may change or remove any charity or the distribution percentage to any charity hereunder at any time prior to the termination cf tr:e Tr,:st sc long as ar~ eha^.ge must con~or.Tn to ~~:e requirement that all annuity distributions shall be to Charities as described in Sections 174(b}(1)(A}, 170(c}, 2455(a) and 2522(a) of the Internal Revenue Code of 1986, or corresponding provisions of any subsequent federal tax laws (hereinafter collectively called the "Code") NAME OF CHARITY PERCENTAGE 1) HABITAT FOR HUMANITY 100% 2) 3) 4) 5) 6) 1 (B) Annuity Amount. Subject to the Article SECOND below, the annuity amount for purposes of this trust instrument shall be FIVE PERCENT (5%) of the initial net fair market value of the trust assets. (C) Termination Date. The termination date of the trust hereunder shall be FIFTEEN (15) YEARS from the date of death of the Donor, provided that the Donor, through her revocable trust or her estate has made the distributions to the Charities listed above as required herein. If and in the event that the Donor, through her revocable trust or her estate has not made the distributions to the Charities listed above as required herein, then the termination date of the trust hereunder shall be FIFTEEN (15) YEARS from the date this Trust is initially funded. (D) Distribution Upon Termination. On the termination date, the trust shall terminate and the remaining trust principal shall be distributed, in equal shares, to AMANDA B. REED and ARAMINTA FLEGEL. If and in the event that AMANDA B. REED or ARAMINTA FLEGEL predeceases the termination date, then the Trustee shall distribute the predeceased individual's share to their children, in equal shares. If and in the event that AMANDA B. REED or A.~2AMINTA FLEGEL predeceases the termination date without surviving issue, then the predeceased individual's share shall be distributed to the surviving named individual. (E) General Power of Appointment. AMANDA B. REED and A D~/fTrTT-A Ti'T Ti !'Ti T ~ ~ ~ nntorl i-~Sa T/~\tt rAr fn .~r~ Hint t~ L"Sl X11 • lA 1~L1'~VL'L are \. alJll here V~'~ grCLL1LVl1 LllV F/V •Y Vl tV U~JpVllll Ule principal of this Trust, in any manner and in such proportions as they jointly or individually deem advisable, up to the foil value of their respective share of the Trust. This power may only be fulfilled on or after the termination date. This power shall be exercisable by either or both of their Wills, specifically referring to this power of appointment of this Trust. The class of permissible beneficiaries to this power of appointment is limited to AMANDA B. REED, ARAMINTA FLEGEL, their spouses, if marred at the time of the exercise, their issue, or any charity as defined herein. A proposed exercise to any other beneficiary shall be void. If AMANDA B. REED and ARAMINTA FLEGEL fail, either in whole or in part, to exercise this power of appointment herein granted, the unappointed principal shall continue in trust and shall be administered according to the terms of this trust. SECOND: Payments of the annuity amount shall be subject to the following provisions, notwithstanding any other provisions of this trust instrument: (A). Order of Distribution in Payments. Payments for each taxable 2 year shall be made annually at the end of each taxable year of the trust. Payments shall be made first from the ordinary taxable income of the trust (including short-term capital gains) which is not unrelated business income and, to the extent not so satisfied, the annuity amount shall be paid from FIFTY PERCENT (50%) of the unrelated business income, the long-term capital gains of the trust, the balance of the unrelated business income, the tax-exempt income, any accumulated income, and finally the principal of the trust, in that order. Any net income for a taxable year in excess of the annuity amount may, in the discretion of the Trustee, be added to principal. (B) Proration of Payments. For a short taxable year and for the taxable year in which annuity payments terminate, the Trustee shall prorate the annuity amount on a daily basis. (C) Corrective Payments. In the event that the initial net fair market value of the property held in the trust has been incorrectly determined and as a result a payment to the Charities under Article First, Section (A) (hereinafter "the Charities") exceeds or is less than the payment required to be made hereunder, then within a reasonable period after the final determination of the correct net fair market value the Trustee shall pay to the Charities (in the event of an undervaluation), or shall be repaid by the Charities (in the event of an overvaluation) an amount equal to the difference between the amount which the Trustee should have paid if the correct valuation had been used and the amount which the Trustee actually paid. THIRD: If any of the Charities is not an organization described in Sections 170(b)(1 }(A), 1 `70(c}, 2055(a) and 2522(a) of the Internal Revenue Code of 1986, or corresponding provisions oil any subsequent federal tax laws (hereinafter collectively called the "Code") at the time any payment is to be made to the Charities under Article FIRST above, the Trustee shall instead diistribute such payments to one or more organizations described in said Sections of the Code in such proportions as the Trustee shall select. FOURTH: This trust is intended to qualify as a charitable annuity lead trust so that the value of the interest passing to the Charities is deductible as a charitable guaranteed a~~nuity under Sections 2055(e)(2)(B) and 2522 (c)(2)(B) of the Code and so that the annuity distributions to the Charities will be deductible from the gross income of the trust to the extent provided Section 642(c) of the Code; and, notwithstanding any other provisions of this trust instrument, the trust is subject to the following provisions: (A) Self-Dealing. The Trustee shall not engage in any act of self-dealing as defined in Section 4941(d) of the Code, nor make any taxable expenditures as defined in Section 4945(d) of the Code. 3 (B) Business Interests. Except to the extent provided in Section 4947(b)(3) of the Code, the Trustee shall not retain any excess business holdings (as defined in Section 4943(c) of the Code) which would subject the trust to tax under Section 4943 of the Code, nor shall the Trustee acquire any assets which would subject the trust to tax under Section 4944 of the Code or retain any assets which would, if acquired by the Trustee, subject the mist to tax under said Section 4944. (C) Corrective Action. If Section 4942 of the Code is at any time applicable to this trust, the Trustee shall make such distributions at such time and in such manner as not to subject the trust to tax under said Section 4942. (D) Construction of Restrictions. No provision of this trust instrument shall be construed to restrict the Trustee from investing the trust assets in a manner which could result in the annual realization of a reasonable amount of income or gain from the sale or disposition of trust assets. (E) Additional Contributions. No additional contributions shall be made to the trust after the initial contribution. FIFTH: The trust hereunder is subject to the following provisions: (A) Spendthrift Provision. No beneficiary shall have the power to anticipate, encumber or transfer his interest in the Trust Estate in any manner other than by the valid exercise of a Power of Appointment. No part of the Trust Estate chill be liable fnr nr CharvUet~ with any riebtc~ rQntrarte~ iiabilitiec nr tr,~r-t.c of a beneficiary or subject to seizure or other process by any creditor of a beneficiary. (B) Distributions to Minors. Any distribution upon termination of the trust which is to be made to a beneficiary under the age of twenty-one (21) may be made in any amount, either directly or through a guardian of or custodian for the beneficiary, or by payment to the beneficiary in person; and the receipt of the payee shall, with respect to each such distribution, be a sufficient discharge to the Trustee so that the Trustee need not see to the further application thereof. (C) Definitions of Family. References to "child" or "children" mean descendants in the first degree only, references to "grandchild" or "grandchildren" mean descendants in the second degree only, and references to "issue" mean descendants in the first, second or any other degree; in each case meaning lawful descendants, whether by blood or by adoption and whether living on the date of this trust instrument or born or adopted thereafter. (D) Code. Unless otherwise stated, all references in this Trust to section and chapter numbers are to those of the Internal Revenue Code of 1986, as 4 amended, or corresponding provisions of any subsequent federal tax laws applicable to this Trust. (E) Other Terms. Unless the context otherwise requires, the use of one or more genders in the text includes all other genders, and the use of either the singular or the plural in the text includes both the singular and the plural. SIXTH: Management of the Trust. (A) Donor's power to direct investments. Donor shall have the power in a fiduciary capacity to direct the Trustee to purchase, sell, exchange, or otherwise acquire or dispose of assets. In the case of a variable life insurance or annuity policy, Donor shall have the power in a fiduciary capacity to direct the investment of the cash value of the policy among the investment fund options provided in the policy. During the Donor's lifetime, the Trustee shall not exercise any of the Trustee's powers over these matters without receiving written directions from the Donor. Notwithstanding the Donor's authority or the Trustee's limitations, contained in this section, if the Trustee, in the e~:ercise of its fiduciary duties, is required (1) to make a discretionary or non-discretionary distribution to a trust beneficiary, (2) to pay trustee's fees, (3) to pay any taxes relating to the trust, or (4) to pay any other costs or disbursements relating to the trust, the Trustee shall provide th.e Donor written notice of such payment and an estimate of the liquidity requirements, and the Donor shall have fifteen (15) calendar days (from the mailing of the notice) to advise the Trustee which trust assets to liquidate iri order to make the payment and meet the liquidity requirements. If the Do_n_or does not provide the advice to the Trustee within the fifteen (15) day period; then tl,~e Trustee is authorized to liquidate those trust assets which it deems appropriate to meet the liquidity requirements based on the Prudent Investor Rule contained in section 5.01(B). During the Donor's lifetime and unless the foregoing powers have been relinquished or delegated, the Trustee shall have no duty to review investments or to suggest investments and shall not be liable to any beneficiary of this trust or any heir of the Donor for losses resulting from such investments or from failure to make investments while the Donor retains these powers. l;-onor, unless having relinquished this duty in writing, retains the obligation to review investments or make investment suggestions. Donor may release her power to control trust investments by written instrument delivered to the Trustee and may reassume the power at any time by written instrument delivered to the Trustee. If Donor dies or the Trustee receives certificates of two state licensed physicians that L)onor cannot exercise any of these powers, Donor shall be deemed to have released the powers and the Trustee shall have full power to take any such action, subject to the terms and conditions of the Prudent Investor Rule. Donor shall be deemed to have reassumed the powers if the Trustee receives certificates from two licensed physicians that Donor has recovered the ability to exercise the powers. 5 preservation of the Trust's goals. (D) Employment of and Delegation to Investment Agent. The Donor directs that the investment functions of the Trust shall be held by DALE E. DANKER or JOHN R. KEELER, now of KEELER & DANKER FINANCIAL SERVICES, LLP, now of 50 West Main Street, Suite B, Mechanicsburg, Pennsylvania 17055, in their individual capacities as the "Investment Counsel(s)" for the Trust Account. Pursuant to the above-described authority, Donor delegates Investment Functions to the Investment Counsel, in their individual capacity. In acceptance thereof, the Investment Counsel shall be granted all investment authority under the governing instrument and the laws of the Commonwealth of Pennsylvania, subject to the following limitations: (1) If the Investment Counsel invests in Mutual Funds, then the Investment Counsel shall invest in funds with a minimum rating of three (3) stars under the Morningstar Rating system; and (2) If the Investment Counsel selects any investment not already an asset under the governing instrument at the time of funding of the governing instrument, Investment Counsel must be able to demonstrate and document performance history for such proposed investment for the preceding three (3) years or the investment shall be approved in writing by the Donor or the Trust Protectors; and (3) The Donor understands that Investment Counsel may delve a fee fnr tl?e irZvectment advicnry ceryirec provided to the Trust. The Donor understands that Investment Counsel may derive a commission from the sale of securities and/or investment products to, and on behalf of, the Trust. The fees and commissions will be paid, either directly or indirectly, from the Trust Account by the Trustee to Investment Counsel. (4) This Investment Delegation may be changed, amended or terminated by Donor at any time by thirty (30) days advance written notice given to the Investment Counsel. As to the Trustee, the investment direction change, amendment or termination will become effective with advance written notice given to, and signed by, the Donor. After the death of the Donor, the Investment Delegation may be changed, amended or terminated by a majority of the Trust Protectors at any time subject to the same terms and conditions. (5) If, prior to the time Donor or Trust Protectors change, amend or revoke the Investment Delegation, the Trustee 7 Donor acting under this clause shall be deemed to have waived the doctor-patient privilege to the extent necessary to implement this clause. Failure of physician to comply with the Trustee in requests for information shall be deemed to be a release of the Donor's retained authority to review accounts and make investment suggestion until such time as the physician complies. Any person may transact business with the Trustee without inquiring whether the Donor has directed the action and without inquiring whether the Donor has relinquished or become unable to exercise the power. (B) Incorporation of Prudent Investor Rule. Unless otherwise directed herein, the Investment Counsel shall be subject to the Prudent Investor Rule (the "PIR") as adopted by the Commonwealth of Pennsylvania at 20 P.S.C.A. §7201 et. seq., as hereby enacted or subsequently amended, to manage and invest the assets of the trust. The Donor desires that the Investment Counsel, consistent with the standards of the PIR, continuously assess the appropriate investment risk tolerance of the trust beneficiaries, and then invest the trust assets consistent with the purposes, terms, and other circumstances of the Trust and shall pursue an overall investment strategy reasonably suited to the Trust and the expressed inl:ent of the Donor. The Donor believes, consistent with modern portfolio theory, that the trust total investment return will be determined primarily by the trust's asset allocation; not market timing or active management in security selection. The Donor believes that the trust should diversify its investments with regard to assets classes and individual securities to avoid uncompensated risk. The T~nnnr does not intend to prohibit the Investment Cou_n_se1_ from engaging irk active management of trust assets where the Investment Counsel reasonably believes active management can aid in achieving the desired balance between risk and return and the intent of the Trust. (C) Creation of Investment Policy Statement. The Donor directs that any Investment Counsel, in managing and investing the assets of the trust estate, estab]ish, in writing, an appropriate investment policy statement. The investment policy statement shall be reviewed and updated at least annually. In making the investment policy statement, the lnvestment Counsel shall consider and the Donor shall address such issues as: the size of the trust assets; the intended duration of the trust; liquidity demands and schedules; the duration of the fiduciary relationship; the expected tax consequences of decisions and distributions between income and principal; the role each investment will play in the overall investment strategy; the special value or relationship of any particular asset to the overall intent of the trust; and, to the extent reasonably known, the income and resources of the beneficiaries and related trusts. The Investment Counsel shall armually discuss the projected distributions, expenses and costs of the Trust account and shall establish an asset allocation model and the investments shall comply to the model. In the event that no consensus may be reached concerning the asset allocation model, the Investment Counsel shall operate within the context of the asset allocation model established by the Donor, unless the Investment Counsel obtains a bond or other security to assure the Donor or Trustee of the 6 receives income or principal from any source, the Trustee is authorized to invest the funds in a money market-type account at the Trustee's discretion, including an account from which the Trustee derives a SEC section 12(b)-1 and/or sweep fee. (6) Trustee agrees to use its best efforts to execute any and all investment directions given to it in writing by the Investment Counsel, provided that Trustee will not be liable to Donor, Trust Protectors, current income beneficiaries and remaindermen if the investments cannot be executed due to circumstances beyond the control of the Trustee, including delay outside the control of the Trustee. (7) Unless otherwise directed, the Investment Counsel shall be subject to the Prudent Investor Rule (the "PIR") as adopted by the Commonwealth of Pennsylvania at 20 Pa.C.S.A. §7201 et. seq., as enacted or subsequently amended, to manage and invest the assets of the trust. (8) Except as otherwise provided in this Agreement, the duties and responsibilities of the Donor, the Trust Protectors, the Investment Counsel and the Trustee will be controlled by the terms of the Trust as more fully described in the Trust Agreement. (E) Trust Protector Directed Investments. Upon the death of the Donor, AM.~IVDA B, REED and AR AIVIINTA FLEGEL, as the Tnast Protectors, may select, in writing delivered to the Trustee, either the investments or the Investment Counsel for the Trust, provided that both AMANDA B. REED and ARAMINTA FLEGEL must agree to such listed investments and counsel in writing to the Trustee under such terms and conditions as the Trustee may require including, but not limited to, indemnification agreements. If AMANDA B. REED aZid ARAMINTA FLEGEL assume or otherwise accept such responsibility, then the Trustee shall be exempt from claims of the remaindermen for the investment decisions made by such Trust Protectors or the Investment Counsel(s). (F) Nonliability of Trustee for Directed Investments. The Trustee shall not be liable to any beneficiary or to any heir for an appointed Investment Counsel's acts or failure to act, in directing the investments of the trust where the Investment Counsel was appointed by the Donor or the Trust Protectors. (G) Delegation to Investment Counsel by Trustee. In the absence of appointment of an Investment Counsel by the Donor or the Trust Protectors, the Trustee may delegate investment responsibilities to any Investment Counsel for any reason and regardless of the Trustee's own slkills concerning investments; provided, however, Investment Counsel so selected shall be either rf;gistered as an Investment Advisor with the U.S. Securities and Exchange Commission, a Trust 8 Company, or a state chartered or national bank with fiduciary powers. If investment powers are delegated to Investment Counsel, the Trustee shall abide by the Investment Counsel's decision but shall not be held liable or otherwise surcharged for losses directly attributable to investments made on the Investment Counsel's advice as consistent with the standards established for delegation to Investment Counsel under the PIR standards for delegation of investment powers at 20 Pa.C.S.A. § 7206. While the investment powers are delegated to Investment Counsel, the Trustee shall not be required to review trust investments or take action on trust investments uiiless the Trustee receives written instructions from Investment Counsel. The Trustee may, but shall not be required to demand a bond from any professional Investment Counsel. The Trustee shall have the power exercisable in the Trustee's discretion to discharge such Investment Advisor and to employ other counsel or to administer the trust without such counsel. Consistent with the standards of the PIR, the Trustee shall have the responsibility to prudently se ect any Investment Counsel and shall only be required to discharge Investment Counsel if apprized of facts clearly indicating that Investment Counsel is not performing competently. F~u-thermore, the Trustee shall not be held liable for any actions of the professional Investment Counsel provided that the Trustee has exercised reasonable care in selecting such Investment Counsel and has established a specific scope and term of delegation or responsibility for such Investment Counsel. (H) General Powers. The Donor directs that the general management functions of the Trust shall be held by COMMUNITY TRUST COMPANY, now of 3907 Market Street, Camp T~-Till ~ ('~~mherland C.^.'1'; j', Pe^,22sy1 ;r~nia 1 7(11 1 ~ in :ts E',apaC:t jr as Trt:stPP, in a"lr~.t.on t^, Ot~Pr powers, the Trustee shall have the following powers with respect to the trust and its property, in each case to be exercised from time to time at discretion and without order or license of court; provided that no power granted herein may be exercised by the Trustee if such exercise would in any way defeat the intent of the Donor that the trust hereunder qualify as a charitable annuity lead trust so that the value of the interest passing to the Charities is deductible as a charitable guaranteed annuity under Sections 2055(e)(2)(B) and 2522(c)(2)(B) of the Code and so that the annuity distributions to the Charities will be deductible from gross income of the trust to the extent provided by Section 642(c) of the Code: (1) To retain indefinitely, and to invest and reinvest in, stocks, shares, general or limited interests, obligations and other securities or any other kind of personal or real property, even though any or all of the investments made or retained are of a character or size which but for this express authority not he considered proper for a trustee; (2) To sell, to exchange, to lease and to make contracts concerning personal or real property, for such consideration and upon such terms as to credit or otherwise as the Trustee considers advisable, which Ieases and contracts may extend beyond the 9 term of the trust; to give options on real or personal property of the trust; to establish depreciation, depletion, tax or any other reserves; and to execute deeds, transfers, leases, and other instruments of any kind; (3) To hold securities or other property in the name of the Trustee or of any other person, fum or corporation, without indication of any fiduciary capacity; (4) To compromise or submit to arbitration any claim or matter in dispute; (5) To give general or special proxies or powers of attorney (which may or may not be discretionary and with power of substitution) for voting or acting with respect to securities; to deposit securities with, or transfer them to, protective committees, voting trustees or similar bodies; to join in any reorganization; and to pay assessments or subscriptions called for in connection with securities held by the Trustee; (6) To employ investment counsel and consult with them concerning the investments and management of the trust; to employ a custodian, attorneys and any other special service; and, in addition to the compensation and expenses of the Trustee, to pay the compensation and expenses of such investment counsel, custodian, attorneys and other special services; (7) To credit particular receipts or gains, and to charge particular disbursements or losses or charges, to income or to principal of the trust or to apportion them between income and principal, whether such credits or charges relate to bonds acquired at a premium, to reserves or to any other matter, all as the Trustee considers fair and reasonable in each case; and (8) To make any division or distribution of, or payment from, the trust, in kind.by the fair and reasonable allotment and transfer of specific securities or other personal or real property or undivided interests therein, at then current values, in lieu of cash, as a part or the whole of any one or more shares or payments. The adjusted basis for federal income tax purposes of any trust property which the Trustee distributes in kind to charity must be fairly representative of the adjusted basis for such purposes of all trust property available for distribution on the date of distribution. In the event that a named charity is serving as Trustee hereunder, the Trustee may in its discretion (i) mingle or combine any of the investments or property of this trust with other funds held by the charity as Trustee in one or more partnerships with investment objectives that the Trustee deems appropriate, or any other common fund in which each of the several contributing trusts shall have an undivided proportionate interest and (ii) invest any of the property of this trust in units of the General Investments Account of the charity and thereby commingle the trust property with other funds held by the charity for investment purposes; provided, however, that in 10 any event the trust hereunder shall at all times be identified by the charity as a separate and distinct trust and shall so be commingled, combined and invested for convenience of administration only. SEVENTH: References in this trust instrument to the `Trustee" mean the trustee, whether original or successor, for the time being in office. Any Trustee may resign by giving written notice to the Charities and the named remainder beneficiaries and to the one or more persons of full legal capacity then entitled to accounts as provided in Article EIGHTH below. In case of any vacancy in the office of Trustee, a successor Trustee may be appointed in writing by the Donor, if the Donor is then living and of full legal capacity, or if the Donor is not then living and of full legal capacity, by the Trust Protectors, or if none, by the Charities Each such appointment shall take effect upon written acceptance of the office; provided that neither the Donor nor a member of the Donor's family shall be appointed as Trustee. No Trustee named herein or appointed as provided above need furnish any bond or surety. No one dealing with the Trustee need inquire concerning the validity of anything the Trustee puuports to do or need see to the application of any money paid or property transferred to or upon the Trustee's order. EIGHTH: The Trustee shall render an account of the trust at least as often as annually to the Donor during the Donor's lifetime, and thereafter to the beneficiary or beneficiaries to whom the remainder interest would be distributed under paragraph (b) of Article FIRST above if the tnzst were to terminate on the last day of the period for which the account is rendered; and if the D~nnnr or any such beneficiary is not of fiill age 2a?d legal capacity when an accn~~nt is rendered; such account shall instead be rendered to his or her legal guardian or similar legal representative, if any. The written assent to any such account by each person of full legal capacity to whom it is rendered as provided above shall fully protect the Trustee as to all matters and transactions stated in such account or shown thereby. The failure of any person to whom an account has been rendered to object in writing within thirty (30) days of receipt of said account shall be deemed an assent thereto. Nothing in this Article shall be deemed to give anyone the power to modify the terms of this trust instrument or to alter or shift any beneficial interest created hereunder. NINTH: The taxable year of this trust shall be the calendar year. TENTH: This trust shall be irrevocable and shall not be subject to alteration or amendment, except that the Trustee may in writing amend this trust instrument at any time or times to enable the trust hereunder to continue to qualify as a charitable annuity lead trust as described in Sections 2055(e)(2)(B) and 2522(c)(2)(B) of the Code, regulations thereunder and de°cisional law. No income or principal of the trust shall be used for the benefit of the Donor or to pay premiums on any policy of insurance on the life of the Donor; no loans shall be made, directly oar indirectly, from the trust hereunder to the Donor; no property shall be bought from, sold to, 11 e~i:changed with or leased to or from any person for less than full and adequate consideration in money or money's worth; and the Donor shall not have the power to control in any manner the administration of the trust hereunder. In the event that any power does exist in this document which would be in violation of the Code, then such power shall be declared null and void and the remaining powers and authorities shall remain intact. The Trustee shall take all necessary and proper actions to preserve the charitable intent of this Trust. ELEVENTH: The original of each alteration or amendment of this trust instrument by the Trustee, each resignation or appointment of a Trustee, and each acceptance of appointment, shall be kept attached to the original trust instrument, which shall be held by the Trustee. Anyone may rely on a copy, certified by a notary public, of this trust instrument or of any writings attached thereto as fully as on the original document; and anyone may rely fully upon any statements of fact certified by anyone who appears from the original document or a certified copy thereof to be a Trustee hereunder. TWELFTH: This trust instrument and the trust hereunder shall be governed, construed ar~d administered in accordance with the provisions of the Code from time to time applicable thereto and by the laws of the Commonwealth of Pennsylvania from time to time in force. SIGNED and SEALED this ~ day of November, 2001, for the purposes stated herein. COMMONWEALTH OF PENNSYLVANIA COUNTY OF CUMBERLAND MAY M. MOORS, DONOR SS: On this, the ~ day of November, 2001, before me, a Notary Public, the undersigned officer, personally appeared MAY M. MOORS, known to me (or satisfactorily proven) to be the p~°rson whose name is subscribed to the within Trust Agreement, and acknowledged that she e;tecuted the same for the purposes therein contained. IN WITNESS WHEREOF, I have set my han,~dpandpoffic~ianl Seal. r~i~ ~ l ~;(J~t~t lL Notary Public My Commission Expires: t P.~c~ia~Val deal ... t ~E!,. I_.~J1.~'zt'rs~E, FJOiaf~/ PUbiiC i ~ ;~ ~~Oi!t;~ission EXNires Jan. 20, ~G`v3 ZZ ,iitf:___-~FGiitla'~i`i.9fli3 /~SSCCt@ti0;l li Cd!:Ia~i°_ SCHEDULE "A" SCHEDULE REFERRED TO IN THE ANNEXED TRUST AGREEMENT DATED: NOVEMBER ~, 2001 FROM MAY M. MOORE, DONOR TO COMMUNITY TRUST COMPANY, TRUSTEE, AMANDA B. REED AND ARAMINTA FLEGEL, TRUST PROTECTORS, AND KEELER & DANKER FINANCIAL SERVICES, LLP, INVESTMENT COUNSEL PROPERTY DESCRIPTION: 14 The foregoing Trust Agreement was delivered, and is hereby accepted, at Camp Hill, Pennsylvania, on November _, 2001. ATTEST: -~~. COMMUNITY TRUST COMPANY, TRUSTEE i -.~_.. ;~ KIMBE Y T -TRESSLER, PRESIDENT /_ ~ V~~ITN S ,~~/ %'/~ ARAMINTA FL~EGEL~, TRUST PROTECTOR . ~: iii ATTEST: HN R. KEE E , GENEI2~L PARTNER ~ ~~ .~ ,:, 1~j.~~~ l ~~i"i~'~'.~-fir ~J~~,- t11V1A~\~A 17. l~l'~ED, TRUST PROTECTOR KEELER & DANNER FINANCIAL SERVICES, LLP DALE E. DANNER, GENERAL PARTNER 13 REDESIGNATION OF CHARITIES UNDER THE MAY M. MOORE FIFTEEN YEAR CHARITABLE LEAD ANNUITY TRUST THIS AMENDMENT TO TRUST is executed this Gbh day of ~"'~'r , 2002, upon the review and consent of COMMUNITY TRUST COMPANY, (hereinafter referred to as "Trustee"), and AMANDA B. REED and AI2AMIN TA FLEGEL, (hereinafter referred to as "Trust Protectors"). WHEREAS, during her lifetime, May M. Moore established The May M. Moore Fifteen Year Charitable Lead Annuity Trust (hereinafter "Fifteen Year CLAT") by and between herself as Donor, Community Trust Company as Trustee, and Amanda B. Reed and Araminta Flegel as Tnzst Protectors; WAF.1~EiACy Article First (Al ~fthe Fifteen Vear C.T :AT deciD attic ~laljitat for Ni~~nity as the sole charitable beneficiary and having 100% interest in the Fifteen Year CLAT; WHEREAS, Article First (A} of the Fifteen Year CLAT also provides that the Trustee may change or remove any charity or distribution percentage to any charity prior to the termination of the Trust with the advise and consent of the Trust Protectors; WHEREAS, Trustee has been advised that the Trust Protectors have provided a list of nominated charities that, upon presentation by the Trustee, the Trust Protectors would consent to as, the newly designated charities under Article First (A) of the Fifteen Year CLAT; WHEREAS, the Trustee and Trust Protectors acknowledge that, to their information and beaief, all the of proposed charities conform with Sections 170(b}(1)(A), 170(c), 2055(a) and 2_i22(a} of the Internal Revenue Code of 1986; WHEREAS, as of the date of the execution of this document, the Fifteen Year CLAT has not been funded; therefore, the originally designated charity, Habitat for Humanity, has not received .any distribution of income from the Fifteen Year CLAT; WHEREAS, the Trustee desires to change the designated charities in accordance with the list of charitable beneficiaries provided in the attached Schedule "A" by the Trust Protectors; and, WHEREAS, the attached Schedule "A" to Redesignation of Charities is incorporated by reference as though more fully set forth herein. NOW, THEREFORE, Community Trust Company, Trustee, and Amanda B. Reed and Araminta Flegel, Trust Protectors, hereby accept the redesignation of charities in the proportions outlined on the attached Schedule "A". IN WITNESS WHEREOF, the Community Trust company, Trustee, and Amanda B. Reed and Araminta Flegel, Trust Protectors, have hereunto set their hands and seals as of the day and year first above written. WITNESS: COMMUNITY TRUST COMPANY, TRUSTEE: ~.. BY: SUSAN A. RUSSELL, VICE PRESIDENT/TRUST OFFICER COMMONWEALTH OF PENNSYLVANIA SS: COUNTY OF ~l ~~? ~Gr f'•'~ On this, the '~ ~~ day of ,~~ {~ , 2002, before me, a Notary Public, the ur.~dersigned officer, personally appeared S san A. Russell who acknowledged herself to be the Vice President and Trust Officer of Community Trust Company, a Pennsylvania registered trust company, and that she as such, being authorized to do so, executed the foregoing instrument for the purposes therein contained by signing the name of the coloration by herself as Vice President and Trust Officer. IN WITNESS WHEREOF, I hereunto set my hand and official seal. ~~ , Notary u is My Commission Expires: Natariat Seat ~u~ry ~. Fitter, Ffotary Public Haz~den s~rp., ~umberfar~c Cc~~~~<<; ~~~ ticrnmissior ;_xpires 3uly ~ ~;:;r; ~er~Cer. Pg~}nn„rar~ia%assacaationottV~izrie WITNESS: iii ~'.. l ~~~ AMANDA B. REED, TRUST PROTECTOR COMMONWEALTH OF PENNSYLVANIA COUNTY OF C~ G~?!~~ r~~~ SS: ~~ , On this, the ;~ day of ~ G;? ~ , 2002, before me, a Notary Public, the undersigned officer, personally appeared AMANDA B. REED, known to me (or satisfactorily proven) to be the person whose name is subscribed to the within document, and acknowledged that she executed the same for the purposes therein contained. IN WITNESS WHEREOF, I have set my hand and official seal. Notary Public iviy Cuiiluii3Sivii Expires: Notarial Seal Traci L. Sepkovic, (Votary Public Lemoyne Boro, Cumberland County My Commission Expires July 7, 2003 aE~_m~.~- c~~.. ~ic,.r..~rn a=cy,;fal~Gn OfNOI~FI2S WITNESS: ~~~ ~ ~ e'- ~, i ~, ~' ~~ ' TA FL E , / TRUST PROTE TOR COMMONWEALTH OF SS: COUNTY OF ~~ ~' G~`~ ~ ~` On this, the ~ L day of ~ , 2002, before me, a Notary Public, the undersigned officer, personally appeare ARANHNTA FLEGEL, known to me (or satisfactorily proven) to be the person whose name is subscribed to the within document, and acknowledged that she executed the same for the purposes therein contained. IN WITNESS WHEREOF, I have set my hand and officials al. /" ~ f-,. ~ ~: otary Public My Commission Expire • ~ ~ ~ ~~ `/ "/1/ The foregoing Redesignation of Chanties was delivered, and is hereby accepted, at ~ raj ~/ ,Pennsylvania, on the Gyh day of ~f ~~ , 2002. V~~ITNESS: r c ~~ COMMUNITY TRUST COMPANY, TRUSTEE: ~ ~~~~ BY: SUSAN A. R SSELL, VICE PRESIDENT/TRUST OFFICER SCHEDULE "A" to REDESIGNATION OF CHARITIES NAME OF CHARITY Habitat for Humanity T11e Nature Conservancy The American Diabetes Association (to be use for the purposes of research only) Cystic Fibrosis Foundation AARP Andrus Foundation UNICEF VVAMU 88.5 American University Radio rI'l~e Cagan (;, j{Cmen Rre~gt ('a~rer F~~ndatic~rZ American Foundation for AIDS Research America's Second Harvest Guide Dogs for the Blind, Inc. American Society of Addiction Medicine, Inc. Human Rights Campaign Foundation Center for Ecosystem Survival Jungle Friends Primate Sanctuary, Inc. Michael J. Fox Foundation for Parkinson Research Humane Farming Association Prevent Child Abuse America PERCENTAGE Five Percent (5%) Five Percent (5%) Five Percent (5%) Five Percent (S%) Five Percent (S%) Ten Percent (14%) Five Percent (5%) Fiye Percent (5%1 Five Percent (5%) Five Percent (5%) Two and One-Half Percent (2-'/2%) Five Percent (5%) Five Percent (5%) Five Percent (5%) Two and One-Half Percent (2-'/2%) Ten Percent (10%) Five Percent (5%) Ten Percent (10%) e,~;t & Inves ~~~ - tie ~ ~ .: ~ n `• ~ N COMMUNITY TRUST James M. Stein, Esquire Dick, Stein, Schemel, Wine & Frey, LLP 13 West Main Street, Suite 210 Waynesboro, PA 17268 August 1, 2007 1 ~~~ Re: May M. Moore Five Year Charitable Lead Annuity Trost May M. Moore Ten Year Charitable Lead Annuity Trust May M. Moore Fifteen Year Charitable Lead Annuity Trust Dear Mr. Stein: I am writing this letter to update you and the Trust Protectors, Amanda Reed and Araminta Finn, as to the current status of the investments held in the above referenced trusts. We have received Mr. Longwell's proposed Personal Investment Plan and Fee Schedule for the May Moore Ten Year CLAT and the May Moore Fifteen Year CLAT. Thomas A. Holmes, our Vice President and Investment Officer, performed a cost structure analysis of the proposed investment plan for the two trusts. Mr. Holmes' findings are as follows: he identified that Morgan Stanley's Fund Solution Annual Fee on a $500,000.00 account will be $6,500.00 or 1.3%. The Mutual Funds Expense Ratio on a $500,000.00 account will be an additional annual fee of $4,437.00 or .89%, plus Community Trust Company's annual Trustee fee on a $500,000.00 account is $6,504.04 or 1.3% for a total annual fee of $17,437.00 or 3.49%. Since both accounts will have a similar fee structure, the total annual estimated fees for the two accounts would be $34,874.00. If the Community Trust Company managed the assets in the two aforementioned accounts the annual fee on a $500,000.00 account would be $5,500.00 or 1.1 %. A 20 basis point premium is charged on an annual basis due to the appointment of an external investment manager, therefore the trustee fee is reduced from the 1.3% as mentioned in the previous paragraph to 1. I %. Total annual estimated fees for the two accounts would be $11,000.00, for a total estimated savings of $23,874.00 per year. We have identified these fees as a courtesy to the Trust Protectors, so they are fully aware of the associated fees. If the Trust Protectors plan to continue with Morgan Stanley's proposed plan, then the following information applies. 3907 A/arket Street Camp Hill, PA 17011 Telephone 717.731-9604 888.442.9604 Fax 717.737.7834 www.communitytrustco com James M. Stein, Esquire w July 31, 2007 Page 2 of 2 The engagement of Robert Longwell as Investment Counsel will require the Trust Protectors execution of the enclosed documents entitled The May M Moore Five, Ten and Fifteen Year Charitable Lead Annuity Trust, Trust Protectors 'Directed Investments. These documents must be signed by Amanda B. Reed and Araminta Finn, as the Trust Protectors, and Robert M. Longwell, as the selected Investment Counsel. Secondly the Personal Investment Plan and Fund Solution Agreement as received from Robert M. Longwell for the May M. Moore Ten Year Charitable Lead Annuity Trust and the May M. Moore Fifteen Year Charitable Lead Annuity Trust are enclosed for review by the Trust Protectors, Amanda Reed and Araminta Finn. If the Trust Protectors are in agreement with the terms of the Fund Solution Agreement, they must execute the agreement accordingly. Upon receipt of the executed documents and the Fund Solution Agreements, Community Trust Company as Trustee will complete the execution of the documents as Trustee and proceed with the liquidation on the annuities. Please note that the May M. Moore Five Year Charitable Lead Annuity Trust account at Morgan Stanley will hold the proceeds from the liquidation of the American Skandia Annuity #00631102, less a reserve for closing costs. These funds cannot be disbursed to the remainder beneficiaries until the court accounting has been confirmed by the Court and at such time disbursements will be made as directed by the trustee. Please feel free to contact me if you should have any questions concerning these matters. Sincerely, _ _._~ f ~~ P tricia A. Waite Trust Officer Enclosures Cc: Araminta Finn (with enclosures} Cc: Amanda B. Reed (with enclosures) Cc: Thomas A. Holmes, Vice President & Trust Investment Officer, Community Trust Company (without enclosures) THE MAY M. MOORS TEN YEAR CHARITABLE LEAD ANNUITY TRUST DONOR'S POWER TO DIRECT INVESTMENTS This Agreement is signed and executed jointly, this 2~~1 day of November-2006, by AMANDA B. REED, now of 125 East Main Street, Sharpsburg, MD 21782 and ARAMINTA (FLEGEL) FINN, now of 8 Weil Drive, Thurmont, MD 21788 (hereinafter called "Trust Protectors"), and is created under the authority contained in THE MAY M. MOORS TEN YEAR CHARITABLE LEAD ANNUITY TRUST, dated November 7, 2001 (hereinafter called the `"Trust" or the "Trust Agreement") established by MAY M. MOORS (deceased December 8, 2001} (hereinafter called "Donor"). (1) Under Article Sixth Section (D) Employment of and Delegation to Investment Agent, the document states that "The Donor directs that the investment functions of the Trust shall be held by Dale E. Danner or John R. Keeler now of Keeler & Danner Financial Services, LLP... in their individual capacities as the "Investment Counsel(s) for the Trust Account. (2) Article Sixth Section (D)(4) states that "This Investment Delegation may be changed, amended, or terminated by Donor at any time by thirty (30) days advance written notice given to the Investment Counsel. After the death of the Donor, the Investment Delegation may be changed, amended or terminated by a majority of the Trust Protectors at any time subject to the same conditions. (3) Under Article Sixth Section (E) Trust Protector Directed Investments, the document states that "Upon the death of the Donor, Amanda B. Reed and Araminta (Flegel) Finn, as the Trust Protectors, may select, in writing delivered to the Trustee, either the investments or the Investment Counsel for the Trust, provided that both Amanda B. Reed and Araminta (Flegel) Finn must agree to such listed investments and counsel in writing to the Trustee under such terms and conditions as the Trustee may require... " (4) Amanda B. Reed and Araminta (Flegel) Finn, acting as Trust Protectors, jointly, elect to and authorize the termination of the current Investment Counsel; Dale E. Danner and John R. Keeler of Keeler & Danner Financial Services, LLP, and by copy of this instrument to the Investment Counsel provide the 30 day required notice of their removal. (5~ Furthermore, Amanda B. Reed and Araminta (Flegel) Finn as Trust Protectors are directing that Dale E. Danner and John R. Keeler of Keeler & Danner Financial Services, LLP, effective immediately, are no longer authorized to make any changes to the investments held in the May Moore Ten Year Charitable Lead Trust during this 30 day period. (6} Additionally, Amanda B. Reed and Araminta (Flegel) Finn as Trust Protectors revoke all further investment advisory fees from being charged by Toews Corporation against the assets held in the trust effective with the removal of Dale E. Danner and John R. Keeler of Keeler & Danner Financial Services, LLP. (7) Amanda B. Reed and Araminta (Flegel) Finn as Trust Protectors per Article Sixth Section (E) may select, in writing delivered to the Trustee, either the investments or the Investment Counsel for the Trust, provided that both Amanda B. Reed and Araminta (Flegel) Finn must agree to such listed investments and counsel in writing to the Trustee and by execution of this agreement provide written notification to the Trustee that they are exercising this power in favor of the selection of Robert M.1_,ongurell, CFP, as Investment Counsel, at the following address: Morgan Stanley, 30 West Patrick Street, Suite 500, Frederick, MD 22701 Signed and Sealed this p~~ day of November, 2006, for the purposes stated herein. ~ i~ . Amanda B. Reed, Trust Protector STATE OF ~rRYi=AI~B-'P~N NSYL~//-4 N i/i ) SS: COUNTY OF ~ ~A Nk'U N ) On this, the 2~+F1 day of November 2006, before me a Notary Public, the undersigned officer, personally appeared Amanda B. Reed, known to me (or satisfactorily proven) to be the person whose name, is subscribed to the foregoing Receipt and Release; and acknowledged that they executed the same for the purposes therein contained. WITNESS my hand and Official Seal. otary Public My Commission Expires: {z/~'~~~og' COMMONWEALTH OF PENNSYLVANIA Notarial Seal Emmalee W. Replogle, Notary Public Waynesboro Boro, Franklin County My Commission Expires Dec. 27, 2008 Member, Pennsy{vania Association of Notaries ~`~ !~, ~; Araminta (Flegel) Finn Trust Protector STATE OF P~-[`iris~,~w~NI~ ) SS: COUNTY OF ;= ;2~-N G; ~r N ) On this, the;2~..-day of November 2006, before me a Notary Public, the undersigned officer, personally appeared Araminta (Flegel) Finn, known to me (or satisfactorily proven) to be the person whose name, is subscribed to the foregoing Receipt and Release, and acknowledged that they executed the sarrie for the purposes therein contained. WITNESS my hand and Official Seal. COMMONWEALTIi OF PENNSYLVANIA Notarial Seal public Emmatee W-Replogle, Notary Waynesboro Soro, dos Dec. 27, 2008 My Commission Exp Member, Pennsylvania Association of Notaries ~~il ~ ~- ,~~~~~ fir) ~ ; ~~ Notary Public ' My Commission Expires: f,z(;2~/~~ As the newly appointed Investment Counsel, I accept the delegation of the investment authority as directed in the May M. Moore Ten Year Charitable Lead Annuity Trust, and as exercised by the Trust Protectors, Amanda B. Reed and Araminta (Flegel) Finn, and as such, I will be controlled by the terms of the Trust as more fully described in the Trust Agreement, dated November 7, 2002; and As Investment Counsel I shall be subject to the Prudent Investor Rule as adopted by the Commonwealth of Pennsylvania at 20 Pa.C.S.A: 7201 et. seq., as enacted or subsequently amended, to manage and invest the assets of the Trust. I hereby accept the appointment as Investment Couns executed b on~d~aer ~, 200b Robert M. Lon STATE OF MARYLAND COUNTY OF FREDERICK SS .~ On this ~~ day of ~ , 20 ~ U ,before me, the undersigned officer, personally appeared Robert M. Longwell, known to me (or satisfactorily proven) to be the person whose name is subscribed to the within instrument and acknowledged that he executed the foregoing document to be his act and deed, and executed the same far the purposes therein c;ontained. In witness whereof, I hereunto set my hand and official seal. Notary Public , (1~1~ ~tt~uv~~ti i ~~ ~~c~i ~e-~ (~~~~~ ~9 THE MAY M. MpORE TEN REAR CI~,~A,RTTASLE LEAD .ANNUITY TRUST TRUST PROTECTORS' DIRECTED INVESTMENT'S This Agreement is signed and executed this ~3 ~~day of August, 2007, by .AMANDA B. REED, now of 125 East Main Street, Sharpsburg, Maryland 21782, individually and as a Trust Protector, and ARAMIN'1',A, (FLEGEL) FINN, now of 8 Weil Drive, Thurrnont, Maryland 21788, individually and as a Trust Protector (hereinafter called the "$eneficiari.es" or the "Trust Protectors" as applicable), artd COn~IMUNITY TRUST COMPANY, Trustee, now of 3907 Market Street, Camp Hill, Pennsylvania 1701 1, and ROBERT M. LONGWELL and MOI.tGAN STANLEY & COMPANY, INCORPORATED, now of 30 West Patrick Street, Suite 500, Frederick, Maryland, 21701(hereinaftcr referred to as the "Investment Cotmsel"). This Agreement is created under the authority contained in TIC MAY M. MOORS TEN YEAR CHARITABLE LEAD ANNUITY TRUST, dated 1ovember 7, 2001 (hereinafter called the "Trust" or the "Trust Agreement") establishEd by 1V.i~4~,Y M. MOORS (deceased December 8, 2001) (hereinafter called "honor"). This Agreement amends and supersedes tl~e Donor's Power to Dixect Investments Agreement dated November 20, 2006. (I) Pursuant to the Trust Agreement, Article Sixth, Section (D), entitled ``Entploymemt of and Delegation to Investment Agent," states, in pertinent part, that "The Donor directs that the investment, functions of the Trust shall be held by Dale P. Danner or John R. Keeler now of I.~eeler & Danner Financial Services, LLP...in their individual capacities as the "Investment Counsel(s) for the Trust Account. " (2) Pursuant to the Trust Agreement, Article Sixth, Section (D)(4) states, in pertinent part, that "This Investment Delegation may be changed, amended or terminated by .Donor at any time by thirty (3D) days advance written notice given [o the Investment Counsel.... After the death of the Donor, the Investment Delegation may be changed, amended or terminated by a majority of the Trust Protectors at any time subject to the same terms and conditions. " (3) Pursuant to the Tnist Agreement, Article Sixth, Section (E), entitled "Trust Protector Directed Investments," states, in pert.nent part, that "Upon the death of the Donor, Arnarcda B. Reed and Araminta (Flegel) Finn, as the Trust Protectors, may select, in writing delivered to the Trustee, either the investments or the Investment Counsel fvr the Trust, provided that both Amanda $. Reed and A~aminta (Flegel) Finn must ttgree to such listed investments and counsel in writing to the Trustee under such terms and conditions as the Trustee may require including, but not limited to, indemnification agreements. IfAmanda B. Reed and Araminta (Flegel) I'inn assume or otherwise accept such responsibility, then the Trustee shall be exempt from claims of tJ~e remaindermen_for the investment decisions made by suclZ Trust Protectors or the Investment Counsel(s). " (4) Amanda B. Reed and Axaminta (Flegel) Finn, acting as Trust Protectors, jointly elect to remove and hereby authorize the termi.rtation of the current Investment Counsel, Dale E. Danner anal John R. ZCeeler of Keeler & T~anzter Financial Services, Z.LP (hereinafter referred to as "T,~eeler &. Danner"), and by copy of this agreement to Keeler & Danner provides the thirty (30} days required noticE of their removal. (5) Furthermore, Amanda $. Reed and Araminta (Flegel) Finn, as Trust Protectors, direct that, effective immediately, Keeler & Danner are no longer authorized to make any changes to the investments held in the Trust during this thirty (34) day period. (6) Additionally, Amanda 13. Reed and Araminta (Flegel) Finn., as Trust Protectors, revoke the authorization for Keeler & Danner to charge any and all further investment advisory fees, including those fees charged by Toews Corporation, against the assets held in the Trust effective with the removal of Keeler & Danner. ('l) Amanda B. Reed and Araminta (Flegel) I'inn, as Trust Protectors, hereby jointly agree to the appointment of and by theirr execution of this Agreement hereby appoint Robert M. Longwell, #~ and Morgan Stanley 8r Company, Incorporated, as Investment Counsel, now of 30 West Patrick Street, Suite 500, Frederick, Maryland 21741. ($) By their sigzj.ature and execution of this Agreerraent, Robert M. Longwell, ~ and Morgan Stanley & Company hereby agree to be bound by the terms, conditions and restrictions contained in the Trust Agreement. A copy of the Trust Agreement is attachEd to this Agreement. (9) The Trust Protectors hereby provide written notiftcation to the Trustee that they are exercising this power in favor of the selection of Robert M. Longwell, ~' and Morgan Stanley & Company, as Investment Counsel for the Trust. (l0) By its signature and execution of this Agreement, Comzxtunity Trust Company acknowledges the Trust Protectors' removal of Keeler & Danner as Investrxtent Counsel for the Trust, and the Trust Protectors' appointment of Robert M. Longwell, ~ and Morgan Stanley & Company, as Investment Counsel for the Trust. The Trust Protectars both for therraselves individually and as Trust Protectors hereby acknowledge that Community Trust Company has made no investigative into the propriety of removing Keeler & Danner as Investment Counsel andlor the appointment of Robert M. Longwell, ~ and Morgan StanlEy & Company as Investment Counsel, or their fitness to pe~rf,'ozm the duties 2 anal responsibilities of Investment Counsel. The Trust Protectors both for themselves individually and as Trust Protectors hereby relEase Community Trust Company from any liability, in accordance with Article Sixth paragraph (F) of the Trust, arising from the actions or. inactions of investment counsel. Robert B. Longwell, >~ and/oz Morgan Stanley & Co. Signed and sealed this 2~/ day of August, 2007, for the purposes stated k~erein. Aamanda B. steed, individually and as Trust Protector / / ~n n fL 'r' C' _~ r_ - ~_ Ara~aninta (Flegel) lnn, individually and as ~a-ust Protector As the newly appointed Investment Counsel, I accept tkte appointment as Investment Counsel and accept tb,e investmeztt authority as directed in the May 11x1. Moore Ten Xear Charitable Lead Annuity 't'rust, and as exercised by the Trust Protectors, Amanda B. Reed and Arami-nta (Hegel) Fimu, and as such, I wi11 be controlled by the terms of the Trust as more fully described in the Trust Agreement, dated November 7, 2002; and, As Investment Counsel, I will be subject to the Prudent InVEStor Rule as adopted by the Commorxwealth of >?ennsylvanaa at 20 Pa. C.S. 7201 et. seq., as enacted or suhsequently amended, to manage anal invest the assets of the Trust. I will inform the Trustee of any and all actions, and will provide to the Trustee period reports of all actions taken. I la_ereby accept the appointment as Investment Counsel as executed by the agreement on August ~, 2007. ~~, Robea-t M. Longwell, `The foregoing Agreement and the appointmegt of Investment Counsel is hereby acknowledged. Signed and sealed this ~ ~j day o;~August, 2007, for the purposEs stated herein. Coziamanity '.Trust Company, TrustEe -~ ,; i -, Pa 'eia A. Welter, rust Ofificer STATE OF p~NNSYi-V~N~~ ) SS: COUNTY OF ~"~ N~Li ~ ) On this, thc~~day of August, 2007, befoze me a Notary Public, the undersigned officer, personally appeared Amanda B. Reed, known to me (or satisfactorily proven} to be the person whose name, is subsczibed to the foregoing Trust Protectors Airected Investments, and acknowledged that she executed the same for the purposes therein contained. W~'I,'NESS my hand and Official 5ea1. ~ ~~ ~~~'~~- 1 Notary Public , My Commission Expires: l.~/~~,~ j~~ COMMONWEALTH_OF PENNSYLVANIA Notaria{ Seai Emmafee W. Rep{ogle, Notary Public Waynesboro Soro, Franklin County My Commission Expires Dec. 27, 2008 Member, Pennaylvanla Aaa~clgtlejr §t Id~t~tlss 4 STATL OF ~~~NSYLI!AN~ft ) ) S5: COUhtTY OF T ~',4 N K L t t~ ) On this, the ;~3'-day of August, 2007, before me a Notary Public, the undersigned officer, personally appeared Araminta (Flegel) Finn, known to me (or satisfactorily proven) to be the person whose name, is subscribed to the foregoing Trust Protectors Directed Investments, anal acknowledged that she executed the sarz~.e for the puzposcs therein contained. WITNESS Lny hasrld and Official5eal. COMMONWEAL-.TH OF PENNSYLVANIA Notarial Seal Emmalee W. Replogle, Notary Public Waynesboro Boro, Franklin County My Commission Expires Oec. 27, 208 Member, Pennsylvania Association of Notaries li 1`~?~-~ Notary Public ~~~ My Commission Expires: t2 f ~~~ fp~ STATE OF MARYLAND ) SS: COY3NTY OP ~~P~r G~ ) On this, the -day of August, 2047, before Lne a Notary Public, the undersigned officer, personally appeared Robert M. Longwell, ~ known to me (or satisfactorily proven) to be the person whose ntame,LS subscribed to the foregoing Trust Protectors Directed Investments, aLad acknowledged that he executed the san~.e for the purposes therein contained. WITNESS my hand and Official SEaI. ary Public Comrnissi.on Expires: ~~~~~ S, Active Assets Account®Application March 20, Zoos for Morgan Stanley Use Only a~~o-oaa~o~-aoa Account Number To open an Active Assets Account (the "Account') with Morgan Stanley DW Inc. ("Morgan Stanley"), please complete all appfic:able sections below. The Active Assets Account Client Agreement ("Agreement") and the accompanying Active Assets Accounf Fees and Charges Schedule ("Fee Schedule") set forth the terms and conditions of the Account and provide important infom~ation about Account services and fees. Terms not otherwise defined in this Application are defined in the Agreement. Please note that you are automatically requesting margin privileges unless you check the "NO MARGIN" box in Section 4 of this Application. If you are not a U.S. Person; you must also complete the Morgan Stanley International Client Letter of Eligibility and return it with this Application. You may not be eligible to participate in the Bank Deposit Program in Section 3 of this Application or the services in Sections 4, 5, 6 and 7. Ask your Financial Advisor for details and a copy of the Intema6onal Client Letter of Eligibility. If you are opening a Custodian, Estate or Guardian account, the services in Sections 4 and 5 of this Application are generally not available to you. If you are opening an Irrevocable Trust account, the services in Section 5 of this Application are not available to you. -. ^ Individual ^ Custodian (UGMA/UTMA) ~ Personal Trust (Please note that clients who are not (Complete Section 9) U.S. Persons' may open a custodial account only for a minor who has a U.S. Social Security number.) Joint Account Registration (The following are the most common forms of joint ownership. Available forms of joint ownership may vary by state, and the selection of the form of joint ownership can have important legal and estate-planning consequences. Pleases consult your attorney if you have any questions regarding the appropriate form of joint ownership for your Account.) ^ Joint Tenants with Right ^ Tenants by the Entirety ^ Tenants in Common ^ Community Property of :iurvivorship If one owner dies, his/her If one owner dies, his/her Far married couples in If one owner d'+es, his/her interest passes to the interest passes to his/her AZ, CA, ID, tA, NM, NV, TX, interest passes to the surviving owner(s). Laws estate (50150 unless WA, WI and Pit only. Laws surviving owner(s). vary by state. Please otherwise noted}. vary by state. consult your attorney. Other Registrationsz ^ Guardian ^ Sofe P roprietorship ^ Family Partnership or ^ Estate ^ Employee Stock Purchase Ptan Family Limited Partnership • • ~ • For joint accounts, all individuals must be named as Account Owners. If there are more than three individual Account Owners, please provide the requested information on a separate page and attach it to this Application. • For Trust accounts, the name of the Trust is the Primary Account Owner and must match the full name of the Trust in Section 9 of this Application. Please provide the Trust's tax ID number and mailing address • For sole proprietorships, family partnerships or family limited partnerships, the entity is the Primary Account Owner. Please complete and sign the appropriate Certification form and return it with this Application • For Custodian (UGMAIUTMA) and Guardian accounts, the full name of the custodianship or guardianship (e.g., John Smith, Custodian for Jane Smith) is the Primary Account Owner. Please provide the Date of Birth of the Beneficial Owner • Fos Estate accounts, the estate is the Primary Account Owner • For Custodians, Guardians or Executors, please provide the requested information where designated. if there ace more than two Custodians, Guardians or Executors, please provide the requested information on a separate page and attach it to this Application M e~ rga n Sta n { ey Page 1 of 12 ~?~- ~~~ Social Security Number or U.S. Taxpayer Identification Number (if any) Date of Bidh (mm/dd/yyyy) ~..YeS ^ No V.J. RCS~UCIII Yes ^ No Ownership Percentage (for Tenants in Common only) I ~~~ ~, 1'Y~r~~ S~- S h~~ rQ ~r~, , t')'11~ a1 y7g~ Primacy Residence: Street Address City, State and ZIP or Postal od {and country if outside the United States) Home hone Business Phone E-mail Address (required for Online Account Access) ~~~~ ~~s ~ Mailing Address (if different from primary residence): Street Address City, State an ZIP or Pos I C de (and country if outside the United Slates) Non-U.S. Citizens: Passport Number -JJ Date of Expiration (mmlddlyyyy) Passport Issued by (Country)3 First Additional Account Owner/CustodiaNGuardian/Executor Name Social :security Number or U.S. Taxpayer identification Number (if any) ~J Date of Birth (mmldd/yyyy) Primary Resdence: Street Address Home Phone Business Phone U.S. Citizen U.S. Resident ^ Yes ^ Yes ^ No ^ No Ownership Percentage (for Tenants in Common only} City, State and ZIP or Postal Code (and country if outside the United States) E-mail Address (required for Online Account Access) Mailing Address (if different from primary residence): SVeetAddn:ss City, State and ZIP or Postal Code (and counUy if outside the United States) _-J_J Non-U.S. Citizens: PasspoR Numhec Date of Expiration (mm/dd/yyyy) Passport Issued by (Country)3 Second /4dditional Account OwnedCustodiaNGuardiaNExecutor Name Social Security Number or U.S. Taxpayer Identification Number (if any) ~J~ Date of Birth (mm/ddlyyyy) Primary Fesidence: Street Address Home Ptione Business Phone Mailing Address (if different from primary residence): 5treetAddress __-J_~~ Non-U.S. Citizens: Passport Number Dale of txpiraton (mm/dd/yyyy} MorganStanley U.S. Citizen U.S. Resident ^ Yes ^ Yes ^ No ^ No Ownership Percentage (for Tenants in Common only) City, State and ZIP or Postal Code (and country if outside the United States) E-mail Address (required for Online Account Access) City, State and ZIP or Postal Code (and country if outside the United States) Passport Issued by (Country)3 Page 2 of 12 Affiliations Check here if you are a: ^ l:)irector, 10°I° or greater shareholder, policymaking executive officer or executive officer for a U.S. publicly traded firm (including a foreign company that has securities, such as American Depositary Receipts, that are fisted on a U.S. exchange or trade publicly in the United States); ^ birector, partner or employee of a registered broker-dealer, a securities exchange or an entity controlled by a securities exchange or a registered securities association; or a portfolio manager for a bank, savings and loan institution, insurance company, investment company, investment advisor or collective investment account. Please complete the following if you checked a box: Account Owner Employer Name Account Owner Position AdditionaV Account Owner Employer Name Additional Account Owner Position + • • Plea~;e select one of the following investments for your automatic sweep. If you do not choose one of the sweep investments below, the Bank Deposit Program will be your Default Sweep Investment. Please read the fund prospectus or the Bank Deposit Program Disclosure Statement, as applicable, for more information on each investment. ^ Bank Deposit Programs ^ Active Assets California Tax-Free Trust Money Market Fund 1~Active Assets Tax-Free Trust Money Market Fund ^ Active Assets Institutional Money Trust Money Market Fund ($5 million minimum initial investment required) Active Assets Institutional Government Securities Trust Money Market Fund ($5 minion minimum initial investment required) ^ SICAV U.S. Dollar Liquidity Fund Offshore Money Market Fund (not available to a U.S. Person', and may not be available in certain iurisdictions} • . -.~ Please note that you are automatically requesting margin privileges unless you check the "NO MARGIN" box: NO MARGiN If you are not a U.S. Person; you may not be eligible for margin privileges. Non-U.S. persons can request margin privileges5 by checking this box. ^ For more information on margin privileges, please read Section 12 of this Agreement and the Margin Disclosure Statement which has been provided to you. The Margin Disclosure Statement is also available through your Financial Advisor or online at www.morganstanleyindividual.corn/customerservice/disclosures. See the Margin Interest Rate Schedule for margin interest rates. M o rga ~ St a n d ey Page 3 of 12 ' ~-~ • Your Account offers you a tree ATM/Debit Card. A, 1'he Morgan Stanley Debit MasterCard® Card This; premium Card is recognized and accepted for ATM transactions and purchases around the world. Its valuable suite of features includes Delayed Debit, Zero Liability Fraud Protection (protects against unauthorized use), Purchase Assurance® travel insurance and more. The Platinum Rewards Card, available on{y through the Platinum Benefits Program, also provides exck~sive concierge services and additional travel insurance. ^ YES. Please send me a free Morgan Stanley Debit MasterCard® Card. By checking this box, the individuals below who are U_S. Persons will automatically be sent an ATM/Debit Card unless you tell us otherwise: • Primary Account Owner • First additional Account Owner • First two Trustees (for Trust accounts) - First two authorized individuals (for sole proprietorships, family partnerships or farnify limited partnerships) Automatic ATMlDebit Card for Platinum and Gold Benefits Program Members if your Account qualifies for the Platinum or Gold Benefits Program, the individuals indicated above who are U.S. Persons' will automatically be sent an ATM/ Debit Card unless you tell us you do not want if by checking this box: ~o not send Card. If you do not receive your Card three weeks after this Application is received and you meet the minimum initial investment as described in your Agreement, please contact your Financial Advisor. B. Card Rewards"' Program The Card Rewards Program gives you access to rewards such as airline tickets with no blackout periods, luxurious hotel accommodations, exotic vacation packages, premium merchandise and gift certificates. The Platinum Rewards Card also provides exclusive Extraordinary Experiences"" and our Custom Card Rewards"" which allow you to reward yourself exactly the way you want. ^ YFS. Please enroll me in Debit Card Rewards6 If your Account qualifies for the Platinum or Go{d Benefits Program, you will automatica{ly be enrolled in the Card Rewards Program with the annual fee waived. C. Name on Debit Card Your name will appear on vour Card exactly as it does on your Account Statement unless you indicate differently. Please put a slash (/} before your last name. Primary Card Holder Joint Card Holder MorganStanley Page 4 of 12 `6. Checkwriting Privi{eges Your Account has checkwriting privileges. ^ I am requesting 50 complimentary wallet-style checks. (If you wish to order a different check style or quantity, you will not receive 50 complimentary wallet-style checks.) Ail check styles listed have fees unless otherwise indicated. Check Style: ^ Wallets ^Deskbook with stubss ^ Executive with stubss ^ Wallet Duplicates (NCR)s ^ .Deskbook with registers ^ Executive with registers Check Quantity: Wallet ^ 200 ^ 400 Check No.: Wallet Duplicates ^ 150 ^ 300 Enter 1st check No. 101 or higher DesklExecutive ^ 300 ^ 600 Check Imaging Service' ^ A monthly statement showing images of cleared checks Your name and address will appear on~our checks as it appears on xour Account Statement unless you indicate differently here_ (Trust accounts: Please enter TTEE after each Trustee's name.} You may include additional information, such as telephone numbers, on the last line. If you rroould tike your checks delivered to an address other than the one above, enter the mailing address on the lines below: ~ t-.. Please indicate which type(s) of U.S. recurring payment{s) you wish to have deposited automatically into your Account: ^ Social Security or other federal government payments MorganStanley ^ Private payments {payrol{, pension, etc.} Page 5 of 12 Rule 14 b-1 (c) under the Securities Exchange Act requires us to disclose to an issuer, upon their request, the name, address and securities position of our clients who are beneficial owners of the issuer's securities which are held by us in nominee's name. The issuer would be permitted fo use your name and other related ihfom~ation for corporate communications only. To provide us withthe authority to disclose such information,-check this box. ~ If you do not check this box, we will not disclose such information. Industry regulations require that we disclose whether we receive compensation for directing client orders for execution to various dealers, exchanges or market centers. This compensation is commonly referred to as "payment for order flaw." Although we transmit client orders for execution to various dealers, exchanges and market centers, we do not receive or accept payment for order flow. 9. Trustee Certification of Investment Powers (for Trust Accounts only) This Section 9 is to be completed by the Trustee(s). All Trustees must sign in Section 12 (attach additional page, if needed)_ Sy signing in Section 12 hereof, l/we, the undersigned Trustee(s), hereby certify the following: 1. Ttte full title of the Trust to which this Certification applies is: Examp4e: Jotrn Bones acid Sam Smith Co.-Trustees of the Mary Jones Trust 2. The date of the governing Trust or Will is: _t I ~_~-~~ a (x~ I 3. The Grantor(s) of the Trust is/are: If you are not a UIS. Person, please attach the PassportlNational Identity Card Form (Non-Resident Aliensy along wish a photocopy of your passport to this Application. 4. The Trustee(s) of the Trust is/are: 5. The Successor Trustee(s), if any, is/are: 6. The date of the latest Trust Amendment (if any) is: _-1_-J 7. is tf'fe Trust revocable by the Grantor(s) without the consent of any other person? ^ Yes (~. No 8_ Morgan Stanley is hereby authorized to accept investment instructions and other instructions from those individuals or entities listed below, unless their authority is expressly limited on this Certification. If any individual or entity listed below is NOT a Trustee, {/we, the undersigned Trustee(s), hereby certify that I/we am/are authorized under the governing instrument and/or applicable law to delegate trading authority to such individual or entity, and that I/we will execute a separate Morgan Stanley Trading Authorization. In addition, all individuals with check signing and withdrawal privileges havE; been indicated below; these privileges include, but are not limited to, the authority to make distributions (e.g., of cash or securities} and transfers by check, debit card or otherwise to beneficiaries and others, including the Trustees. In general, only Trustees can have check signing and withdrawal privileges; agents acting on behalf of a Trust cannot have check signing or debit card privileges and can have other withdrawal privileges only to wire or journal to a same-name account. (ALL AUTHORIZED INDIVIDUALS MUST COMPLETE THIS QUESTION 8, EVEN !F ALSO SIGNING AS TRUSTEES 1N SECTION 12 BELOW.) Morgan Stanley Page6of12 Authorized individuaV Name ~~ 7~ Perms~nent Address r ~ / ~,t~>-~~h 1 }c~ Signahure Soc. Sec. No. or Tax I.D. No. Date of Birth (mm/dd/yyyy) Relationship to Trust Cheek-signing and debit card privileges: ^Yes {only a Trustee ^ No (check the do not send card can have these privileges) box in Section 5A) Other withdrawal privileges: ^ Unrestricted (~] Wire/Joumal to Same-Name Account ^ None ~~-- Authori:?ed Individual Name ~ CvP~; 1 ~~ l~E' ~Jur~Ylrm ~- ~ ~Y1~ o~ 1`7Ss~' Permanent Address rCtnalC.h ~ tc It~~ ~ ~ ~ - ~Z ~"/ ~ o?~7J_~9 ~~ Irv s1- ~tz~-~(?fty~ Sig "tore Soc. Sec. No. or Tax I.D. No. Date of Birth (mmlddlyyyy) Relationship to Trust ChecNc-signing and debit card privileges: ^Yes (only a Trustee ^ No (check the do not send card can have these privileges) box in Section 5A) {Wire/Joumal to Same-Name Account ^ None Permanent Address (~~_ Soc. Sec. No. or Tax l.D. No. Date of Birth (mm/ddlyyyy) Relationship to Trust and debit card privileges: ^Yes (only a Trustee ^ No (check the do not send card can have these privileges) box in Section 5A) Other withdrawal privileges: ^ Unrestricted ^ Wire/Joumal to Same-Name Account ^ None If mores than one individual{entity is listed above, please check whichever one of the following applies: ^ All of the individuals/entities listed above must act unanimously ^ The individuals/entities listed above can act by majority ^ Each of the individuals/entities listed above can act independently Note: Regardless of which box is checked above, Morgan Stanley's policy is to take trade orders from any one authorized individual. Subject. to Morgan Stanley's policies, if Morgan Stanley receives conflicting instructions from different authorized individuals, or reasonably believes that instructions from one authorized individual might conflict with the wishes of another authorized individual, Morgan Stanley may do any of the following: (a) choose which instructions to follow and which to disregard; (b) suspend aH activity in the Account until written instructions signed by all authorized individuals are received; (c) close the Account and deliver all securities and other property, net of debits or liabilities, to the address of record; and/or (d) take other legal action. Mo~ganStanley Page7of12 Other withdrawal privileges: ^ Unrestricted 9. 1~'We, the undersigned Trustee(s), hereby covenant that if I(we sign and deliver to Morgan Stanley any document which effectuates a delegation of investment management, I/we amlare authorized under the governing instrument and/or applicable law to delegate investment management, and that Morgan Stanley shall have no independent duty to verify my/our authority to delegate investment management. 10.1/ We, the undersigned Trustees}, hereby certify that I/we amlare authorized under the governing instrument and/or applicable law to enter into transactions of the types specified below (check aft types of transactions that are permitted): ^ Borrowing and Pledging Trust Assets as Security ^ Guaranteeing Loans to Grantors} ^ Guaranteeing Loans to non-Grantor(s) 11.I/We, the undersigned Trustee(s), hereby certify that Uwe am/are authorized under the governing instrument and/or applicable Vaw to enter into transactions, both purchase and sales, of the types specified below (check all types of investments fhaf are permitted): ^ Covered Cal{ Writing ^ Buying Puts to Hedge ^ Buying PutslCalls ^ Spreads ^ Writing Uncovered Puts/Cause ^ All of the Above 12.1/b'Ve, the undersigned Trustee(s), hereby covenant that Uwe am/are authorized under the governing instrument and/or applicable law to make any other investments, both purchase and sales, of the types specified iri any instructions that I/we or any authorized individual will give to Morgan Stanley, and that Morgan Stanley shah have no independent duty to verify my/our authority to make such investments. 13.The undersigned Trustee(s) hereby acknowledge receiving and reviewing al4 pertinent account documentation and agreements. 14_The undersigned Trustee(s) hereby jointly and severally indemnify Morgan Stanley and its employees and hold each of them harmless from any and all claims, liabilities and expenses which may arise from accepting instructions (including instructions related to investments, withdrawals, and transfers) from authorized individuals or which may arise from continued reliance on the certifications in this Section 9. The provisions of this paragraph shall survive the termination of either the Trust or the Account. 15.The undersigned Trustee(s) hereby agree to nptify Morgan Stanley in writing of any amendment to the Trust, any change in the composition of the Trustees or the authorized individuals, or any other event which could materially alter the representations made in this Section 9. Morgan Stanley may rely on the continued validity of this Section 9 ind~sfinitely, absent actual receipt of such written notice. 16.The Trustee(s) whose signatures appear in Section 12 are all of the Trustees of the Trust. i -~ • IMPOF:TANT INFORMATION ABOUT PROCEDURES FOR OPENING A NEW ACCOUNT OR ESTABLISHING A NEW CUSTOMER RELATIONSHIP To he1F~ the government fight the funding of terrorism and money laundering activities, Federal law requires al! financial institutions to obtain, verify and record information that identifies each individual or institution that opens an account or establishes a customer relationship with Morgan Stanley. VJhat this means: If you enter into a new customer relationship with Morgan Stanley, Morgan Stanley will ask for your name, address, date of birth (as applicable) and other identification information. This information will be used to verify your identity. As appropriate, Morgan Stanley may, in its discretion, ask for additional documentation or information. If all required documentation or information is not provided, Morgan Stanley may be unable to open an account or maintain a relationship with you. MorganStanley Page8of12 11. dorm W-9 {For any U.S. Person which, for the purpose of this Section 11 of the Application, is defined in Section 7701 (a) (30) of the internal Revenue Code. If you are not a U.S. Person, do not complete this section; instead, you must supply an appropriate Form W-8 in order to confirm non-resident alien or foreign entity status.) Morgan Stanley may be required by law to withhold a percentage of dividends, interest and grass proceeds of sales of securities for any account which has not filed a Form W-9 or an appropriate Form W-8. {f you are a U.S. Person, you certify under penalties of perjury that: 1. The Social Security Number or Taxpayer Identification Number ("TIN") shown in Section 2 of this Application i:s correct (or you are waiting for a TIN to be issued). 2. ti'ou are not subject to backup withholding because (a) you are exempt from backup withholding or (b) you have not been notified by the Internal Revenue Service ("IRS") that you are subject to backup withholding as a result of a failure to report all interest or dividends or (c) the IRS has notified you that you are no longer subject to backup withholding. 3. You are a U.S. Person (including a U.S. resident alien}. You must cross out item #2 if you have been notified by the IRS that you are currently subject to backup withholding because. you have failed to report all interest and dividends on your tax return. ___ __~ --- -_ - -- -- ignatures=-===_-==_--- - - -= ---_-_ - ---_ -_ --~ Please read the Agreement and Fee Schedule and sign and date this Application. By signing this Application, you agree to be bound by the terms and conditions of the Account described in the Agreement, as amended from time to time. All individual Account Owners, Trustees, Authorized Individuals, Custodians, Guardians and Executors must sign this Application. By signing: A. You confirm that you are at leasX 18 years of age and of full legal age in your state and country of residence. B. You confirm that the information provided is correct. C. You acknowledge that you have received the Agreement dated March 20, 2006, or later, Morgan Stanley's current U.S. Privacy Policy (unless this application is for a sole proprietorship, partnership, estate, employee stock purchase plan or employee benefit trust) and other agreements applicable to the services you have selected, and agree to be bound by the terms and conditions therein as currently in effect or as amended from time to time. In addition, if this Account is a Trust, you agree to the provisions in Section 9 of this Application. D. If you are selecting a money market fund for your automatic sweep, you confirm that you have received the prospectus anti will notify Morgan Stanley if you do not receive a fund prospectus. M o rga n Sta n 1 ey Page 9 of 12 E. Automatic Margin Privileges: Margin trading is not for everyone. Borrowing on margin and using eligible securities as collatera{ involves a high degree of risk. In addition, market conditions can magnify any potential for loss. For more important information on the risks of margin borrowing, review the Morgan Stanley Margin Disclosure Statement (provided} carefully before executing the Agreement. Yau should examine your investment objectives, financial resources and risk tolerance to determine whether margin trailing is appropriate for you. If margin is not appropriate for you, you should decline margin privileges. You acknowledge that, unless you have checked the "NO MARGIN" box in Section 4 of this Application, you are automatically requesting margin credit for the purpose of purchasing securities or otherwises You understand that your margin privileges are subject to the terms and conditions set forth in the Agreement and the terms may be amended and the privileges may be revoked by Morgan Stanley without prior notice at any time. You further acknowledge that, subject to the app{icable terms of the Agreement, Morgan Stanley may extend credit to you without further notice to satisfy debits to your Account including, but not limited to, those created by the use of checks, online bill payment, ATMs and debit cards used in connection with your Account. You authorize Morgan Stanley to lend to itself or to others, either separately or in common, any holding in your Account that Morgan Stanley may be carrying for you on margin. F. You confirm that you will promptly advise Morgan Stanley of any changes to your financial status, investment objectives or any other material information provided to Morgan Stanley. G. You authorize Morgan Stanley to inquire from any source, including your employer or a consumer reporting agency, as to your identity, creditworthiness (and your spouse's, if you five in a community properly state} and ongoing eligibility for the Account at Account opening, at any time throughout the life of the Account and thereafter for debt collection or investigative purposes. H. You represent that neither you nor any other person who has an ownership interest in the Account or has authority over the Account is or has been a senior foreign political figure~o or immediate family member+ or close associate12 of a senior foreign political figure within the meaning of the U.S. Department of the Treasury's Guidance on Enhanced Scrutiny for Transactions That May involve the Proceeds of Foreign Official Corruptiorr3 and as referenced in the USA PATRIOT Act. If you or any other owner of the Account or person with authority over the Account is, or has-been, such a figure, you shall disclose such to Morgan Stanley and provide the information required by U.S. law to open andlor to service your Account. Except to the extent prohibited by law, regulation or sanction program, by signing this Application you agree that this Account wiN not be used for any transactions with, or for the benefit, directly or indirectly, of any person, entity or government subject to sanctions administered by The Office of Foreign Assets Control ("OFAC") of the U.S. Department of the Treasury. I. If you are selecting the Sank Deposit Program as your Designated Sweep Investment or if the Bank Deposit Program becr~mes your Designated Sweep Investment, you agree to the terms and conditions of the Bank Deposit Program as set i`orth in the Bank Deposit Program Disclosure Statement, as may be amended, and as otherwise disclosed to you frorri time to time. J. Additional Certifications for clients who are not U_S. Persons:t t. You certify that you do not qualify as a U.S. Person under U.S. Securities Laws. You understand that certain investments may have other or additional restrictions and that you will be responsible for any violations of such restrictions. You affirm that the photocopy is a true and accurate copy of your current and valid passport or national identity card. You agree to notify Morgan Stanley immediately in the event you become a U.S. Person. 2. f=or clients selecting the offshore SICAV money market mutual fund sweep: You confirm that you were not in the United States at the time you signed this Application (and were not solicited to select this mutual fund in the United States). MorganStanley Page 10 of i2 You understand that the Interns{ Revenue Service does not require your consent to any provision of this Application other than the certifications required to avoid backup withho{ding set forth in Section 11. You understand that the Account is governed by the predispute arbitration clause located at pages 19 and 20 of the Active Assets Account C{ient Agreement. You acknowledge that you have received a copy of the Agreement, including the predispute arbitration clause. For clients who are not tl.S. Persons; you understand that any award rendered through an arbitration proceeding under these provisions may not be recoverable in your country of residence. Second Additional Account OwnerlTrusteelAUthorized IndividuallCustodianlGuardian/Executor Signature Third Additional Account Owner/TrusteelAuthorized Individual(CustodianlGuardianlF~cecutor Signature Foudh•Additional Account Owner/Tmstee(Authorized Individual/Custodian/Guardian/Executor Signature MorganStanley Da~ddJyyyy) Dat~dd~~ _1-J Date (mm/dd/yyyy) Date (mmldd/yyyy) _,J~ Date (mmldd/yyyy) Page 11 of 12 T Unless otherwise expressly defined in this Application, a U.S. Person means any U. S. Person as defined in Regulation S under the U_S. Securities Act of 1933, as amended. 2 Additional documentation may be required. a Pease attach the Passpoct/National Identity Card Form (Non-Resident Aliens) along with a photocopy of your passport to this Application. a Tlie Bank Deposit Program is avai/able only to individuals, sole proprietorships, governmental entities and certain not-for-profit organizations. Proof of status is required. Please review the Bank Deposit Program Disclosure Statement. 5 Morgan Stanley reserves the right to approve margin privileges at its discretion. s Aciditionat charge may apply. See the Agreement and the Fee Schedu/e for more information. ~ Free for the first 25 accounts in a Platinum or Gold Benefits Program Group_ a Nat available to pension or other employee benefit trust plans. s The Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of ?001, Pub. L. No. 107-56 (2001). ro A ".seniar foreign political figure" is a senior official in the executive, fegis/attve, administrative, military or judicial branch of a foreign government (whether elected or not) or a major foreign political party, a senior executive of a foreign government-owned corporation, or a corporation, business or other entity forrrred by, or for the benefit of, such a figure. f1 "Immediate family" includes, but is not Limited to, parents, sib/ings, spouse, children and in-taws. r2 "Close associate" means a person who is widely and publicly known to maintain an unusually close relationship with a senior foreign political figure, including a person in a position to conduct substantial domestic and international financial transactions on behalf of such a figure. Ts For a fuller discussion of the preceding terms and definitions, see http:l/www.federalreserve.govlboarddocs/srtetfersl20011sr0f03.htm. We respect your privacy and will maintain the confidentiality ofyour persona! financial information. For mare details, please see our U.S. Privacy Policy. The Active Assets Account is a brokerage account with Morgan Stanley DW Inc. Morgan Stanley DW Inc. is a registered broker- deater, not a bank. Where appropriate, Morgan Stanley has entered into arrangements with licensed banks and other third parties to assist it in offering certain banking services (such as checkwriting privileges, direct deposit, certain ATM services and a debit card) to you. Active Assets Account money market mutual funds offered through Morgan Stanley DW Inc. are not FDIC insured, are not obligations of, or guaranteed or endorsed by, a bank and are subject to investment risk, including possible loss of principal. Investments and services are offered through Margan Stanley DW Inc., member SIPC. Active Assets, Active Assets Account, Extraordinary Experiences and Custom Card Rewards are service marks of Morgan Stanley or its affiliates. MasterCard and Purchase Assurance are registered marks of MasterCard Intema6onal incorporated. © 2006 Morgan Stanley DW {nc. M o r~ga n Sta n I ey Page 12 of 12 z n 0 V V 0 0 rn m 0 A C1 r '1l at v N Trustee Certification of investment Powers {To be Completed by Trustees) -! G~+ ~1 Sr~t7 Account Number 4n consideration of Morgan Stanley opening and/or maintaining one or more accounts for the Trust named below, I/we, the undersigned Trustee(s), hereby certify as follows: A. general Trust Information l~he full title of the Trust to which this Certification applies is: Ezamt~fe: John Jones arld Sam Smdh Co_-Trustees of the Mary Jonef Trust 2. The date of the governing Trust or Will is: 3. The Grantors} of the Trust is/are: i~(1~~ ~Yl , ~1~~ n 4. The Trustee(s) of the Trust is/are: 5. The Successor Trustee(s), if any, is/are: 6. The date of the latest Trust Amendment (if any) is: ___ ._../s..~ 1 Y~- 7. Is the Trust revocable by the Grantor(s) without the consent of any other party? ^ Yes ~ No B. Authorized Individuals Morgan Stanley is hereby authorized to accept investment instructions and other instructions from those individuals or entities listed below, unless their authority is expressly limited on this Certification. if any individual or entity listed below is N()T a Trustee, I/we, the undersigned Trustee(s), hereby certify that I/we am/are authorized under the governing instrument and/or applicable law to delegate trading authority to such individual or entity, and that f/we will execute a separate Morgan Stanley Trading Authorization. fn addition, all check-signing and withdrawal privileges have been indicated below; these privileges include, but are nat limited to, the authorit`,r to make distributions (e.g., of cash or securities? and transfers by check or otherwise to beneficiaries and others, including the Trustees. In general, only Trustees can have cheek-signing and withdrawal privileges; agents acting on behalf of a trust cannot have check-signing privileges and can only~have other withdrawal privileges to wire or journal to a same-name account. BALL AUTHORIZED INDIVIDUALS MUST COMPLETE SECTION B, EVEN IF ALSO SIGNING AS TRUSTEES IN SECTION H.) M~ rga n Sta n l ey Page 1 of 4 ~-- Name Address ~ ~ (~ i4 ~ f/'LYt~~~:Y1; ~/ 1 Signature Soc. Sec. No. Date of Birth Relationship to Trust Check-signing privileges: ^ Yes ^ No (Only a Trustee can have these privileges.) Other withdrawal privileges:. ^ Unrestricted ^ Wire/Journal to Same-Name Account D None ~(~.,,~ l !1 T~ ~l rl ~ ~ ~1~.1e.t ~ ~~rr y~ ~ ~vrA,, .,.,, >t. , Jl.~ Zi7~3 ~ Name Address Signature Soc. Sec. No. Date of Birth Relationship to Trust Check-signing privileges: ^ Yes ^ No (Only a Trustee can have these privileges.) Other withdrawal privileges: ^ Unrestricted ^ Wire/Journal to Same-Name P.ccount ^ None Check-signing privileges: ^ Yes ^ No (Only a Trustee can have these privileges.) Other withdrawal privileges: ^ Unrestricted ^ Wire/Journal to Same-Name Account ^ None If more than one individual/entity is listed above, please check whichever one of the following applies: ^ All of the individuals/entities listed above must act unanimously ^ The individuals/entities listed above can act by majority ^ E:ach of the individuals/entities listed above can act independently NotE~: Regardless of which box is checked above, Morgan Stanley's policy is to take trade orders from any one Authorized Individual. Subject to Morgan Stanley's policies, if Morgan Stanley receives conflicting instructions from different Authorized {ndividuals, or rE=.asanab{y believes instructions from one Authorized {ndividua{ might conflict with the wishes of another Authorized Individual, Morgan Stanley may do any of the following: (a) choose which instructions to follow and which to disregard; (b) suspend all activity in the account until written instructions signed by al( Authorized Individuals are received; (c) close the account and deliver all securities and other property, net of debits or liabilities, to the address of record; and/or (d) take other legal action. MorganStanley Page2of4 Name ~ Address I ~i] (' _ i Si~ure ~ ~ ~~~ Soc. Sec. No. Date of Birth Relationship to Trust ~,ttiGl~/ C. Delegation IJwe, the undersigned Trustee(s), hereby covenant that if Ijwe sign and deliver to Morgan Stanley any document which effectuates a delegation of investment management, I/we am/are authorized under the governing instrument andJor applicable law to delegate investment management, and that Morgan Stanley shall have no independent duty to verify my/our authority to delegate investment management. D. E3orrowing/Pledging/Guaranteeing I/we, the undersigned Trustees}, hereby certify that I/we am/are authorized under the governing instrument and/or applicable law to enter into transactions of the types specified below: (check all types of transactions that are permitted} ^ Borrowing and Pledging Trust Assets as Security ^ Guaranteeing Loans to Grantors} ^ Guaranteeing Loans to non-Grantor(s) E. Clption Transactions i/we, the undersigned Trustee(s), hereby certify that 1/we am/are authorized under the governing instrument andJor applicable law to enter into option transactions, both purchase and sales, of the types specified below: (check all types of investments that are permitted} ^ Covered Call Writing ^ Buying Puts to Hedge ^ Buying Puts/Calls ^ Spreads ^ Writing Uncovered Puts/Calls ^ All of the Above F. Cpther Permitted Investments I/we, the undersigned Trustee(s), hereby covenant that 1/we am/are authorized under the governing instrument and/or applicable law to make any other investments, both purchase and sales, of the types specified in any instructions that I/we will give to Morgan Stanley, and that Morgan Stanley shall have no independent duty to verify my/our authority to make such investments. G. Cather Matters 1. The undersigned Trustee(s) hereby acknowledge receiving and reviewing all pertinent account documentation and agreements. 2. The undersigned Trustee(s) hereby jointly and severally indemnify Morgan Stanley and its employees and hold each of them harmless from any and all claims, liabilities, and expenses which may arise from accepting instructions (including instructions related to investments, withdrawals, distributions contributions and transfers} from Authorized individuals or which may arise from continued reliance on this Certification. The provisions of this paragraph shall survive the termination of either the Trust or the account. 3. The undersigned Trustee(s) hereby agree to notify Morgan Stanley in writing of any amendment to the Trust, any change in the composition of the Trustees or the Authorized Individuals, or any other event which could materially after the representations made in this Certification. Morgan Stanley may rely on the continued validity of this Certification indefinitely, absent actual receipt of such written notice. MorganStanley Page 3 of 4 H. Trustees The undersigned Trustee(s) hereby certify that the u ersigned are all of.t~?e Trustees: ~i - ~ u~,~~~ ~~-- 3qa~ t'Yla~~e:~-- S+. Q.m-~ 1-~~1~. !~- ~ 7d~~ Name ~~/ ~~ Address Date Signature ~~51 `i~ /C~~` Name Address Date Signature Name Address Oate Signature (ALL TRUSTEES MUST SIGN. ATTACH EXTRA PAGE, tF NECESSARY.) I. USA Patriot Act To help the government fight the funding of terrorism and money laundering activities, Federal law requires all financial institutions'to obtain, verify, and record information that identifies each individual or institution that opens an account or establishes a customer relationship with Morgan Stanley. Therefore, when an account is opened, Morgan Stanley will ask for the name, address, date of birkh (as applicable) and other information that will allow Morgan Stanley to identify each authorized individual. As appropriate, Morgan Stanley may, in its discretion, ask far additional documentation or information. If all required documentation or information is not provided, Morgan Stanley may be unable to open the account or maintain the customer relationship. Z MorganStanley A Page 4 of 4 THE MAY M. MOORE FIFTEEN YEAR CHARITABLE LEAD ANNUITY TRUST DONOR'S POWER TO DIRECT INVESTMENTS This Agreement is signed and executed jointly, this, day of November 2006, by AMANDA B. REED, now of 125 East Main Street, Sharpsburg, MD 21782 and ARAMINTA (FLEGEL) FINN, now of 8 Weil Drive, Thurmont, MD 21788 (hereinafter called "Trust Protectors"), and is created under the authority contained in THE MAY M. MOORE FIFTEEN YEAR CHARITABLE LEAD ANNUITY TRUST, dated November 7, 2001 (hereinafter called the "Trust" or the "Trust Agreement") established by MAY M. MOORE (deceased December 8, 2001) (hereinafter called "Donor"). (1) Under Article Sixth Section (D) Employment of and Delegation to Investment Agent, the document states that "The Donor directs that the investment functions of the Trust shall beheld by Dale E. Danner or John R. Keeler now of Keeler & Danner Financial Services, LLP... in their individual capacities as the "Investment Counsel(s) for the Trust Account. (2) Article Sixth Section (D)(4) states that "This Investment Delegation may be changed, amended, or terminated by Donor at any time by thirty (30) days advance written notice given to the Investment Counsel. After the death of the Donor, the Investment Delegation may be changed, amended or terminated by a majority of the Trust Protectors at any time subject to the same conditions. (3) Under Article Sixth Section (E) Trust Protector Directed Investments, the document states that "Upon the death of the Donor, Amanda B. Reed and Araminta (Flegel) Finn, as the Trust Protectors, may select, in writing delivered to the Trustee, either the investments or the Investment Counsel for the Trust, provided that both Amanda B. Reed and Araminta (Flegel) Finn must agree to such listed investments and counsel in writing to the Trustee under such terms and corulitians us the Trustee may require... " (4) Amanda B. Reed and Araminta. (Flegel) Finn, acting as Trust Protectors, jointly, elect to and authorize the terrr;.inaE;ron ofthe current Investment Counsel; Dale E. Danner and John R. Keeler of ~:a.~l~;c & Danner Financial Services, LLP, and by copy of this instrument to the lr~r;s;mcnt Counsel provide the 30 day required notice of their removal. (5) Furthermore, Amanda B. Reed and Araminta (Flegel) Finn as Trust Protectors are directing that Dale E. Danner and John R. Keeler of Keeler & Danner Financial Services, LLP, effective immediately, are no longer authorized to make any changes to the investments held in the May Moore Fifteen Year Charitable Lead Trust during this 30 day period. (6) Additionally, Amanda B. Reed and Araminta (Flegel) Finn as Trust Protectors revoke all further investment advisory fees from being charged by Toews Corporation against the assets held in the trust effective with the removal of Dale E. Danner and John R. Keeler of Keeler & Danner Financial Services, LLP. (7) Amanda B. Reed and Araminta (Flegel) Finn as Trust Protectors per Article Sixth Section (E) may select, in writing delivered to the Trustee, either the investments or the Investment Counsel for the Trust, provided that both Amanda B. Reed and Araminta (Flegel) Finn must agree to such listed investments and counsel in writing to the Trustee and by execution of this agreement provide written notification to the Trustee that they are exercisi:ig this power in favor of the selection of Robert M. ;,ongwell, C~FP, as investment Counsel, at the following address: Morgan Stanley, 30 West Patrick Street, Suite 500, Frederick, MD 21701 Signed and Sealed this ~ ~ day of November, 2006, for the purposes stated herein. ~ j ~~ Amanda B. Reed, Trust Protector STATE OF h~~ P~N~iSYt~v~i`(l~ } SS: COUNTY OF F Q!-~N K Li 1~ ) On this, the ~' day of November 2006, before me a Notary Public, the undersigned officer, personally appeared Amanda B. Reed, known to me (or satisfactorily proven) to be the person wliose name, is subscribed to the foregoing Receipt and Release, and acknowledged that they executed the same for the purposes therein contained. WITNESS my hand and Official Seal. ~ ;~ ~,~,r ;~. ~ ~ ~- ~ ~ ~.,~ Notary Public ,~ My Commission Expires: I,~./2~f/O ~' COMMONWEALTH OF PENNSYLVANIA Notarial Seal Emmalee W. Replogle, Notary Public Waynesboro Boro, Franklin County My Commission Expires Dec. 27, 2008 Member, Pennsylvania Asscciaiicri cf Notaries / ~J ~. ~ ~i Araminta (Flegel) Finn Trust Protector STATE OF'~I~D f~~r+r~is7~~_tii~ N i~ ) SS: COUNTY OF ~~= (~~} ~! ~<,t~1 ) On this, the.~~!day of November 2006, before me a Notary Public, the undersigned officer, personally appeared Araminta (Flegel) Finn, known to me (or satisfactorily proven) to be the person whose name, is subscribed to the foregoing Receipt and Release, and acknowledged that they executed the same for the purposes therein contained. WITNESS my hand and Official Seal. COMMONWEAI_TN, Oi• PENNSYLVANIA Notaria4 5eai Emmaleat~l. Replogle, NotaryPublic V1laynesboro Boro, Franklin County My Commission Expires Dec. 27, 2008 Member, Pennsylvania Fssnciation of Notaries 1 ~~ ~ ~ r ) ,~ ;~ 1~c~ Z ~ ~C:' ~ i Notary Public '~ ; My Commission Expires: i~?~f~~ As the newly appointed Investment Counsel, I accept the delegation of the investment authority as directed in the May M. Moore Fifteen Year Charitable Lead Annuity Trust, and as exercised by the Trust Protectors, Amanda B. Reed and Araminta (Flegel) Finn, and as such, I will be controlled by the terms of the Trust as more fully described in the Trust Agreement, dated November 7, 2002; and As Investment Counsel I shall be subject to the Prudent Investor Rule as adopted by the Commonwealth of Pennsylvania at 20 Pa.C.S.A. 7201 et. seq., as enacted or subsequently amended, to manage and invest the assets of the Trust. I hereby accept th appointment as Investment Counsels executed by tl on AF~e~rber ~~ , 2006 Robert M. Longwell, STATE OF MARYLAND COUNTY OF FREDERICK SS On this ~~ day of ; ~i , 20 ~ ~ ,before me, the undersigned officer, personally appeared Robert M. Longwell, known to me (or satisfactorily proven) to be the person whose name is subscribed to the within instrument and acknowledged that he executed t:he foregoing document to be his act and deed, and executed the same for the purposes therein <;ontained. In witness whereof, I hereunto set my hand and official seal. Notary Public T>FIE MAY M, MOORS FIFTEEN YEAR CIIARITABI.E LEAD ANNUITY TRUST TI~.UST PROTECTORS' DIRECTED IIVVEST]VIENTS This Agreement is signed and executed this ~'~ ~''-`day of August, 2007, by AlV.1[ANDA B. REED, now of 125 Fast Main Street, Shatpsburg, Maryland 21782, individually and as a Trust Protector, and ARAMINTA (FLEGEI/) FINN, now of 8 Weil Drive, Thumo.ont, Maryland 21788, in,dividuall.y and as a Trust Protector (hereix~aftcr called the "Beneficiaries" or the "Trust Protectors" as applicable), and COMMUNITY TRUST COMPANY, Trustee, n.ow of 3907 Market Stxeet, Camp Hill, Pennsylvania 17411, and ItOIIER.T M. LONGWELL and MOI2.GAN STANLEY & COMPANX, INCORPORATED, now of 30 West Patrick Street, Suite 500, PredericlC, Maryland, 21.701 (hereinafter referred to as the "Investment Counsel"). This Agreement is cxeated under the authority contained in THE MAX M. MOORS FIFTEEN YEAR C><IARIT.A,73LE LEAD ANNUITY TRUST, dated November 7, 2001 (hereinafter called the "Trust" or the "Trust Agreement"} established by MAY M. M.OORE (deceased Decembex S, 2001.) (hereinafter called "Donor"). This Agreement amends and supersedes the Donor's Power to Direct 1.ztvestments Agreement dated November 20, 2006. (1) Pursuant to the Trust Agreement, Article Sixth, Section (D), entitled "Employment o£ and Delegation to Investment Agent," states, in pertinent part, that "The Donar directs that the investment functions of the Trust shall he held by Dale E. Danner or John R. Keeler new of Keeler & Danner Fr'nancial Services. LLP...in their individual capacitr'es as the "Investment Counsel(s) for the ?'rust slccount. " (2) Pursuant to the Trust Agreement, .Article Sixth., Section (D}(4) states, ire pertinent part, that "This Investment Delegation may be changed, amended, or terminated by ,Donor at any time by thirty (30) days advance written notice given to the ,investment Counsel.... After the death of the .Donor, the Investment Delegation may he changed, amended or terminated by a majority of the Trust Protectors at arty time subject to the same terms and conditions." (3) Pursuant to the Trust Agreement, Article Sixth, Section (E), entitled "Trust Protector Directed Iavestme~nts," states, in pertin,errt part, that "l~pon the death of the Donor, Amanda B. heed and Araminta (Flegel) ,~Ynn, as the Trust Protectors, may select, in writing delivered to the Trustee, either the investments or the Investment Counsel far the Trust, provided chat both Amerada ;$. Reed and Ararnintr: (Flegel) Finn must agree to .ruck listed investments and counsel. in writing to the Trustee under such terms and conditions as the Trustee may require including, but not limited to, indemnification agreements. If Amanda ~. Reed and Araminta (,Flegel) Finn assume or otherwise accept such responsibility, then the Trustee shall be exempt from claims of the remaindermen for the investment decisions made by ,such Trust Protectors or the Investment Counsel(s). " (4) Amanda B. Reed and Araminta (F1egel) Finn, acting as Trust Protectors, jointly elect tp xemove and hereby authorize the termination of the current Investment Counsel, Dale E. Danner and John R. Keeler of feeler & Danner Financial Services, LLP (h.ereinafter refezred to as "Keeler & Danner"), ar~d by copy of this agreement to Keeler & Danner provides the thirty (30) days required notice of their, removal. (5) Furthermore, Amanda B. Reed ar~d Araminta (Flcgel) Fyne, as Trust Protectors, direct that, effectivE im.med.iately, Keeler & Datuaer are no longer authorized to make any changes to th.e investments held in the Trust dwing this thirty (30) d.ay period. (6) Additionally, Amanda B. Recd and Araminta (Flegel) Finn, as Trust Protectors, revoke the authozization for Keeler & Danner to charge any and al.l further investment advisory fees, including those fees charged by Toews Corporation., against the assets held in the Trust Effective with the removal of Keeler & Danner. (7) Amanda B. Reed and Axaminta (Flegel) Finn, as 'frost Protectors, hereby jointly agree to the appointment o~ and by their execution of this Agreement hereby appoint Robert M. Longwell, and Morgan Stanley & Company, Incorporated, as Investment Counsel, now of 30 West Patrick Street, Suite 500, Frederick, Maryland 21701.. (S) By their signature and execution of this Agreerxteztt, Robert M. Longwell, ~ and Morgan Stanley & Company hereby agree to be bound by the terms, conditions anal restrictions contained in tlae Trust /lgreem.ent. A copy of the Trust Agreement is attached to this Agreement. (9) The Trust Protectors hereby provide written notif cation to the Trustee that they are exercising this power in favor of the seleeti.oz~ of Robert M. Longwell, ~` and Morgan Stanley & Company, as Investment Counsel for the Trust. (10) By its signatwe attd execution o;f this Agreement, Community Trust Company acknowledges the Trust Protectors' removal of Keeler & Danner as Investment Counsel for the Trust, and the Trust Protectors' appointtner~t of Robert M. Longwell, i~ and Morgan Stanley & Company, as Investment Counsel for the Trust. The Trust Protectors both for themselves individually and as Trust Protectors hereby acknowledge that Community Trust Company has made o0 investigation into the propriety of removing Keeler & Danner as Investm,exat Counsel and/or the appointment of Robert M. Longwell, and Morgan Stanley & Company as Investment Coutasel, or their fitness to perform the duties 2 and responsibilities of Investment Counsel. The Trust Protectors both for themselves individually and as Trust Protectors hereby release Comrn.unity Trust Company from any liability, in accordance with Article Sixth paragraph (~) of the Trust, arising from the actions or inactions of investment counsel Robert B. Longwell, and/or Morgan Stanley 8c Co. Signed and sealed this~~~~rc! day of August, 2007, for the purposes stared herein. _ , Amanda B. Reed, individually and as Trust Protector _ , Araminta (Flegel) Fi~i~individually and as Trust Protector As the newly appointed Investment Counsel, I accept the appointment as Investment Counsel and accept the investment authority as directed in the May M. Moore Fifteen Year Charitable T.,ead Annuity Trust, and as exErcised by the Trust Protectors, Amanda >8. Reed and Aramimta (Flegel) Fimn, and as such, I wi11 be controlled by the terms of the Trust as more fully desc~abed in the Trust Agreement, datEd November 7, 2002; and, .As Investment Counsel, I will be subject to the Prudent Investor Ru1c as adopted. by the Com.zxionwealt>~ of Pennsylvania at 20 Pa. C.S. 7201 et. seq., as enacted. or subsequently amended, to manage and invest the assets of the Trust, I will inform the Trustee of any and all actions, and will provide to the Trustee period reports of all actions taken. I hereby accept the appointment as Investment Counsel as executed by the agreement on August ~, 2007. /`~, Robert M. Longwell, 3 T.he foregoing Agreement ar~d the appointment of Investment Counsel is hereby acknowledged. Signed and sealed this day of August, 2007, for, the purposes stated herein. Community Trust Colmpany, 't'rustee ,, -~ ~ ~~ Pa ic~a A. alte ,Trust gf>tlcer STAT'~ OF-I~~~'~-~k-N$ ~'E~~r`isY~l~~r-~r~ ) . ) SS: COIJNTYOF_ ~y.~}F~i~~i~! ) On titis, the ~~~'day of August, 2007, before me a Notary Public, the undersig,~ed officer, personally appeared .A,manda B. )Steed, known. to me (or satisfactorily proven) to be the person. whose name, is subscribed to tl~.e foregoing Trust Protectors Directed Investments, and acknowledged that she executed the sarne for the purposes thereizt contained. WITNESS my hand. and Official Seal.. COMMONWEALTH OF PENNSYLVANIA Notarial Seal Emmalee W. Replogle, Notary Public Waynesboro Boro, Franklin County My Commission Expires Dec. 27, 2008 Member, Pennsylvania Association of Notaries Notary Fubli.c My Commission expires: ~ ~-/~ `~~2?S' 4 STATE OF ~IbI~$ ('~~~r~_s~,~~ vary l~ ) SS: COUNTY OF ~~"QANi<L-i N ) On this, the ~~'day of August, 2007, before me a Notary Public, the undersigned. officer, personally appeared ,A.raminta (Flegei) Finn, known to zne (or satisfactorily proven) to be th.e person. whose name, is subscribed to the forEgoing Trust Protectors Directed Investments, and acknowledged that she executed the same for the purposes therein contained. W;(TNESS zzay hand and Official. Seal. COMMONWEALTH OF PENNSYLVANIA ~(~ f~ NotarialSeal ,k - 1! v"~' '~~ ~~/~~~~~~/ Emmalee W. Replogle, Notary Public NOt Public Waynesboro ~3oro, Franklin County ~ . My Commission Expires Dec. 27, 2008 M,y Commission, Exp1rES: 12 /,2 ~/(`~~ Member, Pennsylvania Association of Notaries STATE OF MA.R~t'LAND ) SS: COUNTX OP ,e/~~llsG~ ) On dais, the ____ day of August, 2007, before me a Notary Public, the undersigned officer, personally appeared Robert M. Eongwell, C)~'P, known to trae (or satisfactorily proven} to be the person whose name, is subscribed to the foregoing Trust Protectors Directed Zlnvestments, and acknowledged that he executed the same for the purposes therein contained. WitTNESS my hand and Official Seal., ary Public Commission l/xpixes: ~ /~ ~ Active Assets Account®Application March 20, 2006 For Morgan Stanley Use Only ®c~o-oa~aaQ-ao® Account Number To open an Active Assets Account (the "Account") with Morgan Stanley DW Inc. ("Morgan Stanley"), please complete all applicable sections below. The Active Assets Account Client Agreement ("Agreement") and the accompanying Active Assets Account Fees and Charges Schedule ("Fee Schedule") set forth the terms and conditions of the Account and provide important information about Account services and fees. Terms not otherwise defined in this Application are defined in the Agreement. Please note that you are automatically requesting margin privileges unless you check the "NO MARGIN" box in Section 4 of this Application. If you are not a U.S. Person; you must also complete the Morgan Stanley International Glient Letter of Eligibility and return it with this Application. You may not be eligible to participate in the Bank Deposit Program in Section 3 of this Application or the services in Sections 4, 5, 6 and 7. Ask your Financial Advisor for details and a copy of the International Client Letter of Eligibility. If you are opening a Custodian, Estate or Guardian account, the services in Sections ~ and 5 of this Application are generally not available to you. If you are opening an Irrevocable Trust account, the services in Section 5 of this Application are not available to you. •. ^ Individual ^ Custodian (UGMA/UTMA) Q Personal Trust (Please note khat clients who are not (Complete Section 9) U.S. Persons' may open a custodial account only for a minor who has a U.S. Social Security number.) Joint Account Registration (The following are the most common forms of joint ownership. Available forms of joint ownership may vary by state, and the selection of the form of joint ownership can have important legal and estate-planning consequences. Please: consult your attorney if you have any questions regarding the appropriate form of joint ownership for your Account.) ^ Joinit Tenants with Right of Survivorship if one owner dies, his/her interest passes to the surviving owner(s). ^ Tenants by the Entirety If one owner dies, his/her interest passes to the surviving owner(s). Laws vary by state. Please consult your attorney. Other RegistrationsZ ^ Guardian ^ Sole Proprietorship ^ Tenants in Gommon If one owner dies, his/her interest passes to his/her estate (50/50 unless otherwise noted). ^ Family Partnership or ^ Estate Family Limited Partnership ^ Community Property For married couples in AZ, CA, ID, LA, NM, NV, TX, WA, WI and PR only. Laws vary by state. ^ Employee Stock Purchase Plan ~ • • • • For joint accounts, all individuals must be named as Account Owners. If there are more than three individual Account Owners, please provide the requested information on a separate page and attach it to this Application. • For Trust accounts, the name of the Trust is the Primary Account Owner and must match the full name of the Trust in Section 9 of this Application. Please provide the Trust's tax ID number and mailing address • For :;ole proprietorships, family partnerships or family limited partnerships, the entity is the Primary Account Owner. PIea:Se complete and sign the appropriate Certification form and return it with this Application • For Custodian (UGMA/UTMA) and Guardian accounts, the full name of the custodianship or guardianship (e.g., John Smith, Custodian for Jane Smith) is the Primary Account Owner. Please provide the Date of Birth of the Beneficial Owner For Estate accounts, the estate is the Primary Account Owner • For Custodians, Guardians or Executors, please provide the requested information where designated. If there are more than two Custodians, Guardians or Executors, please provide the requested information on a separate page and attach it to this Application Mor an Stan ley Page 1 of12 g Primary AccountrrOffwner the /~ ~~] ~ ~. Citizen U.S. Resident O~ 7 ~ uC ~ ~' ~ R i ~ ~ /~_L_/ Yes Yes Social Security Number or U.S. Date of Birth (mm/dd/yyyy) ^ No ^ No Ownership Percentage Taxpayer Identification Number (if any) (for Tenants in Common only) Primary Residence: Street Address City, State and ZI or Postal Co an country if outside the United States) Home iPhone Business Phone E-mail Address (required for Online Account Access) Mailing Address (if different from primary residence): Street Address City, State ar~d ZIP or Po o e (and country if outside the United States) ~-~ Non-U.S. Citizens: Passport Number Date of Expiration (mm/ddlyyyy) Passport Issued by (Country)3 First Additional Account OwnerlCustodian/Guardian/Executor Name Social ;iecurity Number or U,S. Taxpayer Identification Number (if any) J~J~ Date of Birth (mmldd/yyyy) Primary Residence; Street Address Home Phone Business Phone 1~S. Citizen U S Resident ^ Yes ^ Yes ^ No ^ No Ownership Percentage (for Tenants in Common only) City, State and ZIP or Postal Code (and country if outside the United States) E-mail Address (required for Online Account Access) Mailing Address (if different from primary residence); Street Address City, State and ZIP or Postal Code (and country if outside the United States) -J _~ Non-U.S. Citizens: Passport Number Date of Expiration (mm/dd/yyyy) Passport Issued by (Country)3 Second Additional Account Owner/CustodianlGuardiaNExecutor Name U.S. Citizen l,~$, Resident ^- J- J ^ Yes ^ Yes Social :iecurity Number or U.S. Date of Birth (mm/dd/yyyy) ^ No ^ No Taxpayer Identification Number (if any) Primary Residence: Street Address Home Phone Business Phone Mailing Address (if different from primary residence): Street Address Non-U.S. Citizens: Passport Number ~_J_J Date of Expiration (mmidd/yyyy) MorganStanley Ownership Percentage (for Tenants in Common only) City, State and ZIP or Postal Code (and country if outside the United States) E-mail Address (required for Online Account Access) City, State and ZVP or Postal Code (and country if outside the United States) Passport Issued by (Country)3 Page 2 of 12 Affiliations Che<:k here if you are a: ^ Director, 10% or greater shareholder, policymaking executive officer or executive officer for a U.S. publicly traded firm (including a foreign company that has securities, such as American Depositary Receipts, that are listed on a U.S. e:><change or trade publicly in the United States); ^ Director, partner or employee of a registered broker-dealer, a securities exchange or an entity controlled by a securities e:~cchange or a registered securities association; or a portfolio manager for a bank, savings and loan institution, insurance company, investment company, investment advisor or collective investment account. Plea;>e complete the following if you checked a box: Account Owner Employer Name Account Owner Position Additional Account Owner Employer Name Additional Account Owner Position 3. Automatic Sweep Please select one of the following investments for your automatic sweep. If you do not choose one of the sweep investments below, the Bank Deposit Program will be your Default Sweep Investment. Please read the fund prospectus or the Bank Deposit Program Disclosure Statement, as applicable, for more information on each investment. Bank Deposit Program ^ Active Assets California Tax-Free Trust Money Market Fund Active Assets Tax-Free Trust Money Market Fund Active Assets Institutional Money Trust Money Market Fund ($5 million minimum initial investment required) ^ Active Assets Institutional Government Securities Trust Money Market Fund ($5 million minimum initial investment required) ^ SlCAV U.S. Dollar Liquidity Fund Offshore Money Market Fund (not available to a U.S. Person', and may not be available in certain jurisdictions) .~. Pleast: note that you are automatically requesting margin privifeges5 unless you check the "NO MARGIN" box: NO MARGIN If you are not a U.S. Person,' you may not be eligible for margin privileges. Non-U.S. persons can request margin privileges5 by che;;cking this box. ^ For more information on margin privileges, please read Section 12 of this Agreement and the Margin Disclosure Staterent which has been provided to you. The Margin Disclosure Statement is also available through your Financial Advisor or online at www.morganstanleyindividual.com/customerservice/disclosures. See the Margin Interest Rate Schedule for margin interest rates. MorganStanley Page 3 of 12 Your Account offers you a free ATM/ Debit Card. A. The Morgan Stanley Debit MasterGard~' Card This premium Card is recognized and accepted for ATM transactions and purchases around the world. Its valuable suite of features includes Delayed Debit, Zero Liability Fraud Protection (protects against unauthorized use}, Purchase Assurance® travel insurance and more. The Platinum Rewards Card, available only through the Platinum Benefits Program, also provides exclusive concierge services and additional travel insurance. ^ YES. Please send me a free Morgan Stanley Debit MasterCard® Card. By checking this box, the individuals below who are U.S. Persons' will automatically be sent anATM/Debit Card unless you tell us otherwise: • Primary Account Owner • First additional Account Owner • Fir;~t two Trustees (for Trust accounts) • First two authorized individuals (for sole proprietorships, family partnerships or family limited partnerships) Automatic ATM/Debit Card for Platinum and Gold Benefits Program Members If your Account qualifies for the Platinum or Gold Benefits Program, the individuals indicated above who are U.S. Persons' will automatically be sent an ATM/ Debit Card unless you tell us you do not want it by checking this box: ~] Do not send Card. If you do not receive your Card three weeks after this Application is received and you meet the minimum initial investment as described in your Agreement, please contact your Financial Advisor. B. Card Rewards"" Program The t;ard Rewards Program gives you access to rewards such as airline tickets with no blackout periods, luxurious hotel accommodations, exotic vacation packages, premium merchandise and gift certificates. The Platinum Rewards Card also provides exclusive Extraordinary Experiences"" and our Custom Card Rewards"" which allow you to reward yourself exactly the way you want. ^ YES. Please enroll me in Debit Gard Rewardsfi If your Account qualifies for the Platinum or Gold Benefits Program, you will automatically be enrolled in the Card Rewards Program with the annual fee waived. C. Name on Debit Card Your name wil! appear on your Card exactly as it does on ~ ur Account Statement unless you indi ate differently. Please put a slash (/) before your last name. Primary Card Holder Joint t:,ard Holder M a rga n Sta n l ey Page 4 of 12 Your Account has checkwriting privileges. ^ I am requesting 50 complimentary wallet-style checks, (1f you wish to order a different check style or quantity, you will not receive 50 complimentary wallet-style checks.) All check styles listed have fees unless otherwise indicated. Check Style: ^ Wallets ^Deskbook with stubs ^ Wallet Duplicates (NCR)s ^Deskbook with register Check Quantity: Wallet ^ 200 ^ 400 Wallet Duplicates ^ 150 ^ 300 Desk/Executive ^ 300 ^ 600 ^ Executive with stubse ^ Executive with register Check No.: Enter 1st check No. 101 or higher Check Imaging Service' ^ A monthly statement showing images of cleared checks Yaur name and address will appear on your checks as it appears on your Account Statement unless you indicate differently er . (Trust accounts: Please enter TTEE after each Trustee's name.) You may include additional information, such as telepl'~one numbers, on the last line. Q Q If you would like your checks delivered to an address other than the one above, enter the mailing address on the lines below. 7. Direct Deposit Service2 Please indicate which type(s) of U.S. recurring payment(s) you wish to have deposited automatically into your Account: ^ Social Security or other federa{ government payments MorganStanley ^~ Private payments (payroll, pension, etc.) Page 5 of 12 8. Name Disclosure and Disclosure Regarding Payment for Order Flow Rule 14 b-1 (c) under the Securities Exchange Act requires us to disclose to an issuer, upon their request, the name, address and securities position of our clients who are beneficial owners of the issuer's securities which are held by us in nominee's name. The issuer would be permitted to use your name and other related information for corporate communications only. To provide us with the authority to disclose such information, check this box. ^ if you do not check this box, we will not clisclose such information. Industry regulations require that we disclose whether we receive compensation for directing client orders for execution to various dealers, exchanges or market centers. This compensation is commonly referred to as "payment for order flow." Althaugh we transmit client orders for execution to various dealers, exchanges and market centers, we do not receive or accept payment for order flow. This Section 9 is to be completed by the Trustee(s). All Trustees must sign in Section 12 (attach additional page, if needed). By si~,gning in Section 12 hereof, I/we, the undersigned Trustee(s), hereby certify the following: 1. The full title of the Trust to which this Certification applies is: John Jones ahd Sam Smith Co.-Trustees of the Macy Jones Trust 2. Tt~Ieldate of the governing Trust or Will is: - I 1 !~~ 3. Tfte Grantor(s) of the Trust is/are: ~ I ~_~~ If you are not a U .Person; please attach the Passport/National Identity Card Form (Non-Resident Aliens) along with a photocopy of your passport to this Application. 4.. The Trustee(s) of the Trust is/are: 5. The Successor Trustee(s), if any, is/are: 6. The date of the latest Trust Amendment (if any) is: ____JI 7. Is i:he Trust revocable by the Grantor(s) without the consent of any other person? ^ Yes L~No Morgan Stanley is hereby authorized to accept investment instructions and other instructions from those individuals or entities listed below, unless their authority is expressly limited on this Certification. If any individual or entity listed below is PJ~T a Trustee, I/we, the undersigned Trustee(s), hereby certify that I/we am/are authorized under the governing instrument and/or applicable law to delegate trading authority to such individual or entity, and that 1/we will execute a separate Morgan Stanley Trading Authorization. In addition, all individuals with check signing and withdrawal privileges have been indicated below; these privileges include, but are not limited to, the authority to make distributions (e:g., of cash or securttiesj and transfers by check, debit card or otherwise to beneficiaries and others, including the Trustees. In genera{, only Trustees can have check signing and withdrawal privileges; agents acting on behalf of a Trust cannot have check signing or debit card privileges and can have other withdrawal privileges only to wire or journal to a same-name account. (ALL AUTHORIZED INDIVIDUALS MUST COMPLETE THIS QUESTION 8, EVEN IF ALSO SIGNING AS TRUSTEES IN SECTION 12 BELOW.) MorganStanley Page6of12 Authorized Individual Name ~I~s a~~ Permanent Address \ - J ~ 1 ~.J (~~~C.~ 4 ~ C4 Signature Soc. Sec. No. or Tax I.D. No. Date o(Birfh (mm/dd/yyyy) Relationship to Trust Cheek-signing and debit card privileges: ^Yes (only a Trustee ^ No (check the do not send card can have these privileges) box in Section 5A) Other withdrawal privileges: ^ Unrestricted' C~ Wire/Journal to Same-Name Account ^ None Authorized Individual Name ~~ t~.~-e_~ ~~r tom, ~ Perm Went Address Signature ~~~' ~/ 1..~ Y a-e~ lJ ~ I i~ Soc. Sec. No. or Tax I.D. No. Date of Birth (mm/dd/yyyy) Relationship to Trust Check-signing and debit card privileges: ^Yes (only a Trustee ^ No (check the do not send card can have these privileges) box in Section 5A) Other withdrawal privileges: ^ Unrestricted ~ Wire/Journal to Same-Name Accoun# ^ None ~: , ~ /~l(~~Pr ~ ~h ~ 01~J~rtu' ~ I Authorised Individ I Name ~ / ~ ~~ ~~~~ ! c ~ Permanent Addre ,( ~~~ ~~ - ~ ~~s99 ~-(~' ~~/ Trust ~re r Soc. Sec. No. or Tax LD. No. Date of Birth mmldd! //~~(~ C ( yyyy) Relationship to Trust Check-signing and debit card privileges: ^Yes (only a Trustee ^ No (check the do not send card can have these privileges) box in Section 5A) Other withdrawal privileges: ^ Unrestricted ^ Wire/Journal to Same-Name Account ^ None if more than one individual/entity is listed above, please check whichever one of the following applies: ^ All of the individualslentities listed above must act unanimously ^ The individualslentities fisted above can act by majority ^ Each of the individuals/entities listed above can act independently Note: Regardless of which box is checked above, Morgan Stanley's policy is to take trade orders from any one authorized individual. Subject to Morgan Stanley's policies, if Morgan Stanley receives conflicting instructions from different authorized individuals, or reasonably believes that instructions from one authorized individual might conflict with the wishes of another authorized individual, Morgan Stanley may do any of the following: (a) choose which instructions to follow and which to disregard; (b) suspend all activity in the Account until written instructions signed by all authorized individuals are received; (c) close the Account and deliver ail securities and other property, net of debits or liabilities, to the address of record; and/or (d) take other legal action. M a rga n Sta n f e Page 7 of 12 y 9. I/We, the undersigned Trustee(s), hereby covenant that if I/we sign and deliver to Morgan Stanley any document which effectuates a delegation of investment management, I(we am/are authorized under the governing instrument and/or applicable law to delegate investment management, and that Morgan Stanley shall have no independent duty to verify n-~y/our authority to delegate investment management. 10. I/ We, the undersigned Trustee(s), hereby certify that I/we am/are authorized under the governing instrument and/or applicable law to enter into transactions of the types specified below (check all types of Transactions that are permitted): ^ Borrowing and Pledging Trust Assets as Security ^ Guaranteeing Loans to Grantor(s) Cl Guaranteeing Loans to non-Grantor(s) 11. I/We, the undersigned Trustee(s), hereby certify that I/we am/are authorized under the governing instrument and/or applicable law to enter into transactions, both purchase and sales, of the types specified below (check all types of investments that are permitted): ^ Covered Call Writing ^ Buying Puts to Hedge ^ Buying Puts/Calls ^ Spreads ^ Writing Uncovered Puts/CaIIsB ^ Afl of the Above 12. I(We, the undersigned Trustee(s), hereby covenant that Iiwe am/are authorized under the governing instrument and/or applicable law to make any other investments, both purchase and sales, of the types specified in any instructions that I/eve or any authorized individual will give to Morgan Stanley, and that Morgan Stanley shall have no independent duty to verify mylour authority to make such investments. 13.The undersigned Trustees} hereby acknowledge receiving and reviewing all pertinent account documentation and agreements. 14.TP~e undersigned Trustee(s) hereby jointly and severally indemnify Morgan Stanley and its employees and hold each of them harmless from any and all claims, liabilities and expenses which may arise from accepting instructions (including instructions related to investments, withdrawals, and transfers) from authorized individuals or which may arise from continued reliance on the certifications in this Section 9. The provisions of this paragraph shall survive the termination of either the Trust or the Account. 15:The undersigned Trustee(s) hereby agree to notify Morgan Stanley in writing of any amendment to the Trust, any change in the composition of the Trustees or the authorized individuals, or any other event which could materially alter the representations made in this Section 9. Morgan Stanley may rely on the continued validity of this Section 9 inclefiniteiy, absent actual receipt of such written notice. 16.The Trustee(s) whose signatures appear in Section 12 are all of the Trustees of the Trust. IMPORTANT INFORMATION ABOUT PROCEDURES FOR OPENING A NEW ACCOUNT OR ESTABLISHING A NEW CUSTOMER RELATIONSHIP To help the government fight the funding of terrorism and money laundering activities, Federal law requires all financial institutions to obtain, verify and record information that identifies each individual or institution that opens an account or establ'nshes a customer relationship with Morgan Stanley. What 1`his means: If you enter into a new customer relationship with Morgan Stanley, Morgan Stanley will ask for your name, address, date of birth (as applicable) and other identification information. This information will be used to verify your identity. As appropriate, Morgan Stanley may, in its discretion, ask for additional documentation or information. tf all required documentation or information is not provided, Morgan Stanley may be unable to open an account or maintain a relationship with you. MorganStanley Page8of12 11. Form W-9 (For any U.S. Person which, for the purpose of this Section 11 of the Application, is defined in Section 7701 (a) (30) of the Internal Revenue Code. If you are not a U.S. Person, do not complete this section; instead, you must supply an appropriate Form W-8 in order to confirm non-resident alien or foreign entity status.) Morgan Stanley may be required by law to withhold a percentage of dividends, interest and gross proceeds of sales of securities for any account which has not filed a Form W-9 or an appropriate Form W-8. If you are a U.S. Person, you certify under penalties of perjury that: 1. The Social Security Number or Taxpayer Identification Number ("TIN") shown in Section 2 of this Application is; correct (or you are waiting for a TIN to be issued). 2. You are not subject to backup withholding because (a} you are exempt from backup withholding or (b) you have not been notified by the Internal Revenue Service ("IRS") that yvu are subject to backup withholding as a result of a failure to report all interest or dividends or (c) the IRS has notified you that you are no longer subject to backup withholding. 3. You are a U.S. Person (inc{uding a U.S. resident alien). You must cross out item #2 if you have been notified by the IRS that you are currently subject to backup withholding because you have failed to report all interest and dividends on your tax return. -12. Signatures _ ___------ --- -- Please read the Agreement and Fee Schedule and sign and date this Application. By signing this Application, you agree to be bound by the terms and conditions of the Account described in the Agreement, as amended from time to time. All individual Account Owners, Trustees, Authorized Individuals, Custodians, Guardians and Executors must sign this Application. By signing: A. You confirm that you are at least 18 years of age and of full legal age in your state and country of residence. B. You confirm that the information provided is correct, C. You acknowledge that you have received the Agreement dated March 20, 2006, or later, Morgan Stanley's current U.S. Privacy Policy (unless this application is for a sole proprietorship, partnership, estate, employee stock purchase plan or employee benefit trust) and other agreements applicable to the services you have selected, and agree to be bound by the terms and conditions therein as currently in effect or as amended from time to time. In addition, if this Account is a Trust, you agree to the provisions in Section 9 of this Application. D. if you are selecting a money market fund for your automatic sweep, you confirm that you have received the prospectus and wilt notify Morgan Stanley if you do not receive a fund prospectus. MVr anStanley Page9of12 g E. Automatic Margin Privileges: Margin trading is not for everyone. Borrowing on margin and using eligible securities as collateral involves a high dE:gree of risk. In addition, market conditions can magnify any potential for loss. For more important information on the risks of margin borrowing, review the Morgan Stanley Margin Disclosure Statement (provided) carefully before executing the Agreement. You should examine your investment objectives, financia! resources and risk tolerance to determine whether margin trading is appropriate for you. If margin is not appropriate for you, you should decline margin privileges. You acknowledge that, unless you have checked the "NO MARGIN" box in Section 4 of this Application, you are automatically requesting margin credit for the purpose of purchasing securities or otherwises You understand that your margin privileges are subject to the terms and conditions set forth in the Agreement and the terms may be amended and the privileges may be revoked by Morgan Stanley without prior notice at any time. You further acknowledge that, subject to the applicable terms of the Agreement, Morgan Stanley may extend credit to you without further notice to satisfy debits to your Account including, but not limited to, those created by the use of checks, online bill payment, ATMs and debit cards used in connection with your Account. You authorize Morgan Stanley to lend to itself or to others, either separately or in common, any holding in your Account that Morgan Stanley may be carrying for you on margin. F. You confirm that you will promptly advise Morgan Stanley of any changes to your financial status, investment objectives or any other material information provided to Morgan Stanley. G. You authorize Morgan Stanley to inquire from any source, including your employer or a consumer reporting agency, as to your identity, creditworthiness (and your spouse's, if you live in a community property state) and ongoing eligibility for the Account at Account opening, at any time throughout the life of the Account and thereafter for debt collection or im~estigative purposes. H. You represent that neither you nor any other person who has an ownership interest in the Account or has authority over the Account is or has been a senior foreign political figure+o or immediate family member++ or close associate+Z of a senior foreign political figure within the meaning of the U.S. Department of the Treasury's Guidance on Enhanced Scrutiny for Transactions That May Involve the Proceeds of Foreign Official Corruption13 and, as referenced in the USA PATRIOT Act. If you or any other owner of the Account or person with authority over the Account is, or has been, such a figure, you shall disclose such to Morgan Stanley and provide the information required by U.S. law to open andlor to service your Account. Except to the extent prohibited by law, regulation or sanction program, by signing this Application you agree that this Account will not be used for any transactions with, or for the benefit, directly or indirectly, of any person, entity or ~gavemment subject to sanctions administered by The Office of Foreign Assets Control ("OFAC") of the U.S. Department of the Treasury. I. If you are selecting the Bank Deposit Program as your Designated Sweep Investment or if the Bank Deposit Program becomes your Designated Sweep Investment, you agree to the terms and conditions of the Bank Deposit Program as set forth in the Bank Deposit Program Disclosure Statement, as may be amended, and as otherwise disclosed to you from time to time. J. Additional Certifications for clients who are not U.S. Persons:' 1. 'You certify that you do not qualify as a U.S. Person under U.S. Securities Laws. You understand that certain investments may have other or additional restrictions and that you will be responsible for any violations of such restrictions. You affirm that the photocopy is a true and accurate copy of your current and valid passport or national identity card. You agree to notify Morgan Stanley immediately in the event you become a U.S. Person. 2. 1=or clients selecting the offshore SICAV money market mutual fund sweep: You confirm that you were not in the United States at the time you signed this Application (and were not solicited to select this mutual fund in the United States). M a rga n Sta n l ey Page ~ o of , 2 You understand that the Internal Revenue Service does not require your consent to any provision of this Application other than the certifications required to avoid backup withholding set forth in Section 11. ary AcR count Ow ~~~~,~,7 ~~ /, r You understand that the Account is governed by the predispute arbitration clause located at pages 19 and 20 of the Active Assets Account Client Agreement. You acknowledge that you have received a copy of the Agreement, including the predispute arbitration clause. For clients who are not U.S. Persons; you understand that any award rendered through an arbitration proceeding under these provisions may not be recoverable in your country of residence. ~ .~ _~~~ djan/Gya~~/Execu rSic~ tgrg,~~~,~~/ yy~ ~/y~nf-,~~""Date(mm/dd/yyyy) ian/Executor Signature Seconcl Additional Account Owner/Trustee/Authorized IndividuallCustodianlGuardianlExecutor Signature Third Additional Account OwnerlTrusteelAuthorized Individual/Custodian/Guardian/Executor Signature Fourlh,4dditionalAccount Owner/Trustee/Authorized IndividuallCustodian/Guardian/Executor Signature MorganStanley Daidd/yyyy) ~~ _J Date (mm/ddlyyyy) ~J_-~ Date (mm/ddlyyyy) ~~-~ Date (mmldd/yyyyj Page 11 of 12 ~ Unless otherwise expressly defined in this Application, a U.S. Person means any U. S. Person as defined in Regulation S under the U. S. Securities Act of 1933, as amended. z Additional documentation maybe required. 3 Please attach the Passport/National Identity Card Form (Non-Resident Aliens) along with a photocopy of your passport to this Application. a The Bank Deposit Program is availab/e only to individuals, sole proprietorships, governmental entities and certain not-for-profit organizations. Proof of status is required. P/ease review the Bank Deposit Program Disclosure Statement. s N'organ Stanley reserves the right to approve margin privileges at its discretion. e Additional charge. may apply. See the Agreement and the Fee Schedule for more information. ~ Fi ee for the first 25 accounts in a Platinum or Gold Benefits Program Group. a Not available to pension or other employee benefit trust plans. s The Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001, Pub. L. No. 107-56 (2001). ~o A "senior foreign political figure" is a senior official in the executive, legislative, administrative, military or judicial branch of a foreign government (whether elected or not) or a major foreign political party, a senior executive of a foreign government-owned corporation, or a corporation, business or other entity formed by, or for the benefit of, such a figure. » "Irrlmediate family" includes, but is not limited to, parents, siblings, spouse, children and in-laws, t2 "Close associate" means a person who is widely and publicly known to maintain an unusually close relationship with a senior foreign political figure, including a person in a position to conduct substantial domestic and international financial transactions on behalf of such a figure. 13 For a fuller discussion of the preceding terms and definitions, see http:/Iwww.federalreserve.gov/boarddocs/srletters/2001/sr0103.htm. We respect your privacy and will maintain the confidentiality of your personal financial information. For more details, please see our U. S. Privacy Policy. The Active Assets Account is a brokerage account with Morgan Stanley DW Inc. Morgan Stanley DW Inc. is a registered broker- dealer, not a bank. Where appropriate, Morgan Stanley has entered into arrangements with licensed banks and other third parties to assist it in offering certain banking services (such as checkwriting privileges, direct deposit, certain ATM services and a debit card) to you. Active Assets Account money market mutual funds offered through Morgan Stanley DW Inc. are not FDIC insured, are noel obligations of, or guaranteed or endorsed by, a bank and are subject to investment risk, including possible loss of principal. Investrnents and services are offered through Morgan Stanley DW Inc., member SIPC. Active Assets, Active Assets Account, Extraoirdinary Experiences and Custom Card Rewards are service marks of Morgan Stanley or its affiliates. MasterCard and Purchase Assurance are registered marks of MasterCard International Incorporated. © 200Fi Morgan Stanley DW Inc. Morga°n Stanley Page 12 of 12 s -~ n w P N 0 w 0 rn rn 0 0 A n r m w N Trustee Certification of Investment Powers (To be Completed by Trustees) i~ ~ S- C~IS~D~- Account Number In consideration of Morgan Stanley opening and/or maintaining one or more accounts for the Trust named below, l/we, the unclersigned Trustee(s), hereby certify as follows: A. General Trust Information The full title of the Trust to which this Certification applies is: "/ Example: John Jones ap~lSam Smith Co.-Trustees of the Mary Jones Trust 2. The date of the governing Trust or Will is: 3. The Grantor(s) of the Trust is/are: 4, The Trustee(s) of the Trust is/are: .. 5. The Successor Trustee(s), if any, is/are: 6. The date of the latest Trust Amendment (if any} is: I`1 ~ (ar' 7. Is the Trust revocable by the Grantor(s) without the consent of any other party? ^ Yes ~. No B. Authorized Individuals Morgan Stanley is hereby authorized to accept investment instructions and other instructions from those individuals or entities listed below, unless their authority is expressly limited on this Certification. If any individual or entity listed below is IVOT a Trustee, I/we, the undersigned Trustee(s), hereby certify that I/we am/are authorized under the governing instrument and/or applicable law to delegate trading authority to such individual or entity, and that I/we will execute a separate Morgan Stanley Trading Authorization. In addition, all check-signing and withdrawal privileges have been indicated below; these privileges include, but are not limited to, the authority to make distributions (e.g., of cash or securities) and transfers by check or otherwise to beneficiaries and others, including the Trustees. In general, only Trustees can have check-signing and withdrawal privileges; agents acting on behalf of a trust cannot have check-signing privileges and can only have other withdrawal privileges to wire or journal to a same-name account. (ALL AUTHORIZED INDIVIDUALS MUST COMPLETE SECTION B, EVEN IF ALSO SIGNING AS TRUSTEES IN SECTION H.) ~ o rga n Sta n l ey Page 1 of 4 Namn Address Signature Check-signing privileges: ^ Yes Other withdrawal privileges: ^ Unrestricted Soc. Sec. No. Date of Birth Relationship to Trust ^ No (Only a Trustee can have these privileges.) ^ Wire/Journal to Same-Name Account ^ None ~~a'Yl i n~ 'Fi n ~ Sz' +.~~:. t 1 ~ ~ I <.~-~ ~ ~,,K ~ ,,.-f- ... rte. i ~ S~ Name Address - ~ ~~~r,Gi; Id ~/1.->~/r.~l . , ~ ~~---- /~C~ - ~/~ - j-l ZSl b zl /Z7 / I c, d ~, Trot ~ ~ ~- (~ >?~C ~,~' Signature -~ Soc. Sec. No. Date of Birth Relationship to Trust Check-signing privileges: Other withdrawal privileges: ^ Yes ^ No (Only a Trustee can have these privileges.) ^ Unrestricted ^ Wire/Journal to Same-Name Account ^ None 3~1n7 I~.a.~~ ~' ~-. ~~,rn~ J ~ ~ , P ~ 17oi 1 Check-signing privileges: ^ Yes ^ No (Only a Trustee can have these privileges.) Other withdrawal privileges: ^ Unrestricted ^ Wire/Journal to Same-Name Account ^ None If more than one individual/entity is listed above, please check whichever one of the following applies: ^ All of the individuals/entities listed above must act unanimously ^ The individuals/entities listed above can act by majority ^ Each of the individuals/entities listed above can act independently Note: Regardless of which box is checked above, Morgan Stanley's policy is to take trade orders from any one Aui:horized Individual. Subject to Morgan Stanley's policies, if Morgan Stanley receives conflicting instructions from different Authorized Individuals, or reasonably believes instructions from one Authorized Individual might conflict with the wishes of another Authorized Individual, Morgan Stanley may do any of the following: (a) choose which instructions to follow and which to disregard; (b) suspend all activity in the account until written instructions signed by all Authorized Individuals are received; (c) close they account and deliver all securities and other property, net of debits or liabilities, to the address of record; and/or (d) take other legal action. M o rga n Sta o f ey Page 2 of 4 Name Address -`_' -. - ~~ ~ ~~ ate- III ~-R~1 y r / / `Tr~s~ Signature ~~~j D ~~ Soc. Sec. No. Date of Birth Relationship to Trust C. Delegation I/we, the undersigned Trustee(s), hereby covenant that if I/we sign and deliver to Morgan Stanley any document which effectuates a delegation of investment management, f/we am/are authorized under the governing instrument and/or applicable law to delegate investment management, and that Morgan Stanley shall have no independent duty to verify my,/our authority to delegate investment management. D. Borrowing/Pledging/Guaranteeing I/we, the undersigned Trustee(s), hereby certify that I/we am/are authorized under the governing instrument and/or applicable law to enter into transactions of the types specified below: (check all types of transactions that are permitted) ^ Borrowing and Pledging Trust Assets as Security ^ Guaranteeing Loans to Grantor(s) ^ Guaranteeing Loans to non-Grantor(s) E. Option Transactions I/we, the undersigned Trustee(s), hereby certify that I/we am/are authorized under the governing instrument and/or applicable law to enter into option transactions, both purchase and sales, of the types specified below: (check all types of investments that are permitted) ^ Covered Calf Writing ^ Buying Puts to Hedge ^ Buying Puts/Calls ^ Spreads ^ Writing Uncovered Puts/Calls ^ All of the Above F. Other Permitted Investments I/we, the undersigned Trustee(s), hereby covenant that I/we am/are authorized under the governing instrument and/or applicable law to make any other ihvestments, both purchase and sales, of the types specified in any instructions that I/we will give to Morgan Stanley, and that Morgan Stanley shall have no independent duty to verify my/our authority to make such investments. G. Other Matters 1. The undersigned Trustee(s) hereby acknowledge receiving and reviewing all pertinent account documentation and agreements. 2. The undersigned Trustee(s) hereby jointly and severally indemnify Morgan Stanley and its employees and hold each of them harmless from any and all claims, liabilities, and expenses which may arise from accepting instructions iincluding instructions related to investments, withdrawals, distributions contributions and transfers) from Authorized Individuals or which may arise from continued reliance on this Certification. The provisions of this paragraph shall survive the termination of either the Trust or the account. 3. The undersigned Trustee(s) hereby agree to notify Morgan Stanley in writing of any amendment to the Trust, any change in the composition of the Trustees or the Authorized Individuals, or any other event which could materially alter the representations made in this Certification. Morgan Stanley may rely on the continued validity of this Certification indefinitely, absent actual receipt of such written notice. MorganStanley Page3of4 H. 'Trustees The undersigned Trustee(s) hereby certify that the undersigned are all of the Truste s: Name Address _ ~~ ~~ Date Name Address Date Signature Name Address Date Signature (AI_L TRUSTEES MUST SIGN. ATTACH EXTRA PAGE, IF NECESSARY.) I. USA Patriot Act To help the government fight the funding of terrorism and money laundering activities, Federal law requires all financial institutions to obtain, verify, and record information that identifies each individual or institution that opens an account or establishes a customer relationship with Morgan Stanley. Therefore, when an account is opened, Morgan Stanley will ask for the name, address, date of birth (as applicable) and other information that will allow Morgan Stanley to identify each authorized individual. As appropriate, Morgan Stanley may, in its discretion, ask for additional documentation or information. If <311 required documentation or information is not provided, Morgan Stanley may be unable to open the account or maintain the customer relationship. Z MorganStanley A Page 4 of 4 ° IN THE COURT OF COMMON PLEAS OF CUMBERLAND COUNTY, PENNSYLVANIA, ORPHANS' COURT DIVISION In Re: The May M. Moore Five-Year No. 21-07-0138 Charitable Lead Annuity Trust First and Final Account VERIFICATION I, Patricia Walters, hereby verify that the statements made in the foregoing TRUSTEE'S RESPONSE TO THE TRUST PROTECTORS' PETITION FOR REMOVAL OF TRUSTEE FOR WASTE AND MISMANAGEMENT OF TRUST AND NEW MATTER are true and correct to the best of my information, knowledge and belief. I understand that false statements herein are made subject to the penalties of 18 Pa.C.S. Section 4904, relating to unsworn falsification to authorities. Date: July 3, 2008 ~j a ~~ Pa cia A. Walter, Tru Officer Community Trust Company IN THE COURT OF COMMON PLEAS OF CUMBERLAND COUNTY, PENNSYLVANIA, ORPHANS' COURT DIVISION In RE: first and Final Accounting of the May M. Moore Five-Year No. 138 of 2007 Charitable Lead Annuity Trust CERTIFICATE OF SERVICE I, Sarah E. McCarroll, hereby certify that on this day a true and correct copy of the TRUSTEE'S RESPONSE TO THE TRUST PROTECTORS' PETITION FOR REMOVAL OF TRUSTEE FOR WASTE AND MISMANAGEMENT OF TRUST AND NEW MATTER was served upon the following via U.S. Postal Service, first class, postage pre-paid as indicated: James M. Stein 13 West Main Street Suite 210 Wayneboro, PA 17268 Attorney for Petitioners Dale F. Shughart, Jr. 10 West High Street Carlisle, PA 17013 Auditor Michael Cherewka 624 North Front Street Wormleysburg, PA 17043 Counsel for Keeler and Danner July 3, 2008 Sarah E.C. McCarroll PA 91102 Gates, Halbruner & Hatch, P.C. 1013 Mumma Road, Suite 100 Lemoyne, PA 17043 717-731-9600 717-731-9627 s.mccarroll~a~,gateslawfirm.com