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HomeMy WebLinkAbout09-05-0815056041103 ~ REV-1500 EX (06-05) OFFICIAL USE ONLY PA Department of Revenue Bureau of Individual Taxes County Code Year File Number Po sox zsosot INHERITANCE TAX RETURN b `\~,\ Harrisburg, PA 17128-0601 RESIDENT DECEDENT ~`~ 1 "~ ENTER DECEDENT INFORMATION BELOW Social Security Number Date of Death Date of Birth 172-01-9108 12172007 09241912 Decedent's Last Name MCCLURE Suffix Decedent's First Name CHARLOTTE (If Applicable) Enter Surviving Spouse's Information Below Spouse's Last Name Suffix Spouse's First Name Spouse's Social Security Number THIS RETURN MUST BE FILED IN DUPLICATE WITH THE REGISTER OF WILLS FILL IN APPROPRIATE BOXES BELOW MI S MI 1. Original Return ^ 2. Supplemental Return ^ 3. Remainder Return (date of death ^ 4 Limited Estate ^ 4 F t I prior to 12-13-82) ^ . a. ure u nterest Compromise (date of 5. Federal Estate Tax Return Required 6. Decedent Died Testate ~ 7. death after 12-12-82) Decedent Maintained a Living Trust ~ 8. Total Number of Safe Deposit Boxes (Attach Copy of Will) (Attach Copy of Trust) ^ 9. Litigation Proceeds Received ^ 10. Spousal Poverty Credit (date of death ^ 11. Election to tax under Sec. 9113(A) between 12-31-91 and 1-1-95) (Attach Sch. O) CORRESPONDENT - THIS SECTION MUST BE COMPLETED. ALL CORRESPONDENCE AND CONFIDENTIAL TAX INFORMATION SHOULD BE DIRECTED TO: Name Daytime Telephone Number BRYAN S BREIDIGAM 717-520-1105 Firm Name (If Applicable) HERSHEY TRUST COMPANY First line of address PO BOX 445 Second line of address 100 MANSION ROAD EAST City or Post Office State ZIP Code HERSHEY PA 17033 REGISTER OF WILLS USE ONLY c7 ru ~- O ` CCY .. s ~ = ~ tra -- : ~ - 7 ~ -- ~ ~ ~-~ r- 1_ r,-, I _~ , .. , ~, ,t " ~ ~a -n C J~}} C t~AT~LED ~ ' _ i j _ __ _ i ~T Correspondent'se-mail address:BBREIDIGAMa1HERSHEY9`RUST • COM Under penalties of perjury, I declare that I have examined this return, including accompanying schedules and statements, and to the best of my knowledge and belief, it is tru rrect and complete. Declaration of preparer other than the personal representative is based on all information of which preparer has any knowledge. TORE OF Oh RE$PONSI$LE FOR FILING RETURN , DATE HERSHEY TRUST COMPANY, PO BOX 445, 1 SIGNATURE OF PREPARER OTHER THAN REPRESENTATIVE DATE 3 ADDRESS 15056041103 15056041103 PLEASE USE ORIGINAL FORM ONLY Side 1 7 W4647 1.000 15056042104 REV-1500 FJC Decedent's Social Security Number 172-01-9108 Decedent's Name: CHARLOTTE MCCLURE RECAPITULATION 1. Real estate (Schedule A) 1. 3 8 5 0 0 0 •0 0 2. Stocks and Bonds (Schedule B) . 2. 3. Closely Held Gorporation, Partnership or Sole-Proprietorship (Schedule C) • 3. 4. Mortgages & Notes Receivable (Schedule D). 4. 5. Cash, Bank Deposits & Miscellaneous Personal Property (Schedule E) . 5. 391 •~ 3 • 9 9 6. Jointly Owned Property (Schedule F) ~ Separate Billing Requested 6. 7. Inter-Vivos Transfers & Miscellaneous Non-Probate Property (Schedule G) ~ Separate Billing Requested 7. 426304 • 10 8. Total Gross Assets (total Lines 1-7). 8. 8 5 0 4 7 8. 0 9 9. Funeral Expenses & Administrative Costs (Schedule H) . . . . . . . . . . . . . . . 9. 8 9 4 9 9 ' 9 8 10. Debts of Decedent, Mortgage Liabilities, & Liens (schedule I). 10. 5025.84 11. Total Deductions (total tines 9 & 10) • ~ 11 ~ 9 4 52 5 • 8 2 12. Net Value of Estate (Line 8 minus Line 11) 12. 755952 • 27 13. Charitable and Governmental Bequests/Sec 9113 Trusts for which an election to tax has not been made (Schedule J) • 13. 14. Net Value Subject to Tax (Line 12 minus Line 13) . 14. 755852 • 27 TAX COMPUTATION -SEE INSTRUCTIONS FOR APPLICABLE RATES 15. Amount of Line 14 taxable at the spousal tax rate, or transfers under Sec. 9116 (a)(1.2) X .0- 15. 16. Amount of Line 19~taxable 755952.27 16 34017.86 at lineal rate X .0- . 17. Amount of Line 14 taxable at sibling rate X .12 1 ~~ 18. Amount of Line 14 taxable 18 at collateral rate X .15 . 19. TAX DUE 19. 34017 • 86 20. FILL IN THE BOX IF YOU ARE REQUESTING A REFUND OF AN OVERPAYMENT Side 2 15056042104 ~wasasi.ooo 15056042104 REV-1500 EX Page 3 Decedent's Complete Address Pile Number 21-0?-1174 DECEDENTS NAME CHARLOTTE MCCLURE STREET ADDRESS 773 ARLINGTON ROAD CITY STATE ZIP CAMP HILL PA 17011- Tax Payments and Credits: 1. Tax Due (Page 2 Line 19) 2. Credits/Payments A. Spousal Poverty Credit B. Prior Payments 310 0 0 • 0 0 C. Discount 16 31.5 3 3. Interest/Penalty if applicable D. Interest E. Penalty (1) 34017.86 Total Credits (A + g + C) (2> 3 2 6 31.5 3 Total InteresVPenalty (D + E) 4. If Line 2 is greater than Line 1 + Line 3, enter the difference. This is the OVERPAYMENT. Fill in box on Page 2, Line 20 to request a refund. (3) (4) 5. If Line 1 + Line 3 is greater than Line 2, enter the difference. This is the Tax DUE. (5) 1386 • 33 A. Enter the interest on the tax due. (5A) B. Enter the total of Line 5 + 5A. This is the BALANCE DUE. (5B) 138b • 33 Make Check Payable to: REGISTER OF WILLS, AGENT PLEASE ANSWER THE FOLLOWING QUESTIONS BY PLACING AN "X" IN THE APPROPRIATE BLOCKS 1. Did decedent make a transfer and: Yes No a. retain the use or income of the property transferred; ~ ^ b. retain the right to designate who shall use the property transferred or its income; 0 ^ c. retain a reversionary interest; or ~ ^ d. receive the promise for life of either payments, benefits or care? ~ ^ 2. If death occurred after December 12, 1982, did decedent transfer property within one year of death without receiving adequate consideration? . ^ X^ 3. Did decedent own an "in trust for" or payable upon death bank account or security at his or her death? ^ 4. Did decedent own an Individual Retirement Account, annuity, or other non-probate property which contains a beneficiary designation? ~ ^ IF THE ANSWER TO ANY OF THE ABOVE QUESTIONS IS YES, YOU MUST COMPLETE SCHEDULE G AND FILE IT AS PART OF THE RETURN. For dates of death on or after July 1, 1994 and before January 1, 1995, the tax rate imposed on the net value of transfers to or for the use of the surviving spouse is three (3) percent [72 P.S. X9116 (a) (1.1) (i)]. For dates of death on or after January 1, 1995, the tax rate imposed on the net value of transfers to or for the use of the surviving spouse is zero (0) percent [72 P.S.9116 (a) (1.1) (ii)]. The statute does not exempt a transfer to a surviving spouse from tax, and the statutory requirements for disclosure of assets and filing a tax return are still applicable even if the surviving spouse is the only beneficiary. For dates of death on or after July 1, 2000: The tax rate imposed on the net value of transfers from a deceased child twenty-one years of age or younger at death to or for use of a natural parent, an adoptive parent, or a stepparent of the child is zero (0) percent [72 P.S. ~116(a)(1.2)]. The tax rate imposed on the net value of transfers to or for the use of the decedent's lineal beneficiaries is four and one-half (4.5) percent, except as noted in 72 P.S. 116(1.2) [72 P.S. ~9116(a)(1)]. The tax rate imposed on the net value of transfers to or for the use of the decedent's siblings is twelve (12) percent [72 P.S. S~116(a)(1.3)]. A sibling is defined, under Section 9102, as an individual who has at least one parent in common with the decedent, whether by blood or adoption. ~was~t t.ooo COMMONWEALTH OF PENNSYLVANIA REV-1162 EX(11-961 DEPARTMENT OF REVENUE BUREAU OF INDIVIDUAL TAXES DEPT. 280601 HARRISBURG, PA 17128-0601 PENNSYLVANIA ECEIVED FROM: INHERITANCE AND ESTATE TAX OFFICIAL RECEIPT N0. CD 009408 COMPANY HERSHEY TRUST 100 MANSION ROAD EAST P 0 BOX 445 HERSHEY, PA 17033 ACN ASSESSMENT AMOUNT CONTROL NUMBER fold ----''''-- ESTATE INFORMATION: ssN: 172-o~-s~os FILE NUMBER: 2107-1174 DECEDENT NAME: MCCLURE CHARLOTTE S DATE OF PAYMENT: 03/ 14/2008 POSTMARK DATE: 03/13/2008 couNTY: CUMBERLAND DATE OF DEATH: 1 2/ 1 7/2007 101 ~ $ 31, 000.00 TOTAL AMOUNT PAID: $31,000.00 REMARKS: HERSEY TRUST COMPANY CHECK# 95098 INITIALS: WZ SEAL RECEIVED BY: GLENDA EARNER STRASRAUC;H REGISTER OF WILLS REGISTER OF WILLS REV-1502 EX+ (6-98) COMMONWEALTH OF PENNSYLVANIA INHERITANCE TAX RETURN RESIDENT DECEDENT ESTATE OF Charlotte McClure 21-07-1179 All real property owned solely or as a tenant in common must be reported at fair market value. Fair market value is defined as the price at which property would be exchanged between a willing buyer and a willing seller, neither being compelled to buy or sell, both having reasonable knowledge of the relevant facts. Real property which is jointlyowned with right of survivorship must be disclosed on Schedule F. ITEM DESCRIPTION VALUE AT DATE NUMBER OF DEATH ~. Residential Real Estate located at 773 Arlington Road, Camp Hill, PA as 385,000.00 described in deed book # 00157, page 00213 (See Attached Settlement Sheet) TOTAL (Also enter on line 1, Recapitulation) ~ g SCHEDULE A REAL ESTATE FILE NUMBER 385,000.00 7W4695 1.000 (If more space is needed, insert additional sheets of the same size) rrewtous eomons are oosmere A S ~ttlement Statement R Tuna of I nan rmn nuu-r laoo/ rer nanoooos nwu.~ U.S. Department of Housing and Urban Development h ues ru~w~uua 1. ^FHA 2. ^FmHA 3. ^Conv, Unins. 6. File Number 7. Loan Number 8. Modgage Insurance Case Number 4. VA 5. Conv. Ins. PYFN08-21 RCS 0002026561 ~ orm rs ilera you a amen o ua se amen eo oun s pa y s e n are s own. C,Note: Iterr~smarked•(p.o.c.)'tvarepallWlsMeNedosing;theyarearroaytherelalnlonraltonP+><posesarMerarotiMutledMlhelo~als. TIIIDExpressSeltlementSySlem WARNING: II Is a rune to krnwinglymake (else alelemants to the Unlled 3lelas on W S Or any olherslmilar !arm. PenaWes upon conNCOm ran klduda a fine and merit. For details sea: Tae 18 U. 5. Code Secllon 1001 and Section 1010, D. NAME OF BORROWER: Peter T. Vlahos and Wendy M. Vlahos ADDRESS: E. NAME OF SELLER: Hershey Trust Company, Executor of Charlotte S. McClure Estate ADDRESS: F. NAME OF LENDER: America East Mortgage, LLC ADDRESS: 15616 Penns Ivania Avenue State Line PA 17263 G. PROPERTY ADDRESS: 773 Arlington Road, Camp HIII, PA 17011 Cam HIII Borou h H. SETTLEMENT AGENT: Pyramid Land Transfer, LLC, Telephone: 717-960.1122 Fax; 717-960-1123 PLACE of SETTLEMENT: 2109 Market Street Cam Hill PA 17011 I, SETTLEMENT DATE: 06/65/20D8 J, SUMMARY OF BORROWER'S TRANSACTION: K. SUMMARY OF SELLER'S TRANSACTION: 1D0. GROSS AMOUNT DUE FROM BORROWER 400. GROSS AMOUNT DUE TO SELLER 101. Contract sales dco 385 6DD.00 401. Contract sales rice 385 000.00 102, Personal Pro 402. Personal Pro e 103. Settlement cha es to bortower line 1400 13 534.08 403. 104, qp4, 105. 405. Ad'ustrnents for Items old b seller In advance Ad ustmenfs for Items old b seller in advance 107. Count taxes 06105108to12/31/OB 1 109.65 407. Coun taxes O6/05/DSto12/31/08 1 109.05 108. School Taxes 06105/08to06130/OS 298.71 408. School Taxes 06/05/08to06130/OS 298,71 109. Sewer 06105108to06/30/08 14.99 409. Sewer 06J05/08to06/30/08 1q,gg 110, 410. 111. 41 i. 112. 412. 120. GROSS AMOUNT DUE FROM BORROWER 399 956.83 420. GROSS AMOUNT DUE TO SELLER 386 422.75 200. AMOUNTS PAID BY OR ON BEHALF OF BOR ROWER 500. REDUCTIONS IN AMOUNT DUE TO SELLER 201. De osit or earnest mone 10 000.00 501, Excess De it see inslructlons 202. Prirld al amount of new loans 250 000,00 502. Settlement cha es to seller line 1400 27 550.00 203. Exisiin loans taken su act to 503. 6dsiin loans taken sub'ect to 204. 504. Pa off of First Mon a e Loan 205. 505, 206. Seiler Assist 3 000,60 506. Seller Assist 3 000.00 207. 507, 208. 508. 209. 509. Ad'ustments for Items un aid b seller Ad'ustments for items un aid b seller 213. 513. 214. 514. 215. 515. 216. 516. 217. 517. 218. 518, 219. 519. 220. TOTAL PAID BY/FOR BORROWER 263 000.00 520. T07AL AEDUCTION AMOUNT DUE SELLER 30 550.00 300. CASH AT SETTLEMENT FROM OR TO BORR OWEA 600. CASH AT SETTLEMENT TO OR FROM SELLE R 301. Gross amount due from borrower line 120 399 956.83 601. Gross amount due io seller line 420 386 422.75 302. Less amounts ~d /for borrower line 220 263 000.00 602. Less reduction amount due seller line 520 30 550.00 303. CASH FROM BORROWER 136 956.83 603. CASH TO SELLER 355 872.75 SUBSTTTTITE FORM 1099 SELLER STATEMENT: The In(omal'ron contained herein Is Imponanl lax M(om,eaon end (s being fumfshed b the Internal Revenue Service. IT you ere required to Ne a return. a negligence perrally p oNer serrdion v4a be Inoosad on you it This Item ie requlrad lobe reponetl and Ne IRS detarrrdnes Net it has not been reported. The Conlrecl Sales Puce described on lure 401 above cpratluees Itte Gloss Proweds d gds Irensedlon. SELLER INSTRUCTIONS: II Nis real estate was your pdndpal residence, file Form 2119, Sale or Fxdrarrga or iYNdpel Residence. for any gain, with your Incpne lax realm: for other transadiens, cpnplele Na appicabb pans d Fpm 4797, Farmf>262 and/or 6chedula b (Fpm 1D40J, You ere requketl by law ro provide Ne aelaemenl agent (Fed, Tax ID No: wbh you mnaU taxpayer ItlaNfxaaan rwm6er. a you do rwt Provide your eorrecl taxpayer Idenlilinaan number, ysq may be sued W dvil p ptrrdrral pereWes Imposed bylaw. rider pena es d pequry, I ceN1Y Nal the number shown on UNs atalemenl Is my correct taxpayer Idenllficalbn numbas. TIM: / SELLER(S) SIGNATURE(S): / SELLER(S) NEW MAILING ADDRESS: rrevwus eaaons are uosaele IOnp f1ULL1 l~rea+7 fef rianaDaq(4~Ilb.[ U.S. DEPARTMENT OF HOUSING AND URBAN DEVELOPMENT Fle Number. PYFNOS-21 PAGE 2 ~cTTLEMENT STATEMENT TiN.. C........... C..u~-...._, n.._. _.` , ,.... ~.. ...w .....a.~~•~~ri.v o.arii L. SETTLEMENT CHARGES PAID FROM PAID FROM 700. TOTAL SALES/BROKER'S COMMISSION based on rice $385 000.00 @ 6.000 = 23 100.QD BORROWER'S SELLERS Division of commission ine 700 asiollows: FUNDS AT FUNDS AT 707. $ 23100.OD to ERA-NRT Inc. SETTLEMENT SETTLEMENT 702. to 703. Commission aid at Senlemenl 23 100.00 704. Transaction Fee to ERA-NRT Inc. 165.00 165.00 SOD. ITEMS PAYABLE IN CONNECTION WITH LOAN 801. Loan Ori inalion Fee % 802. Loan Discount % 803. A raise) Fee to Geor a R. Uish LR 325.00 8oq. Credit Re n to United One LR 47.55 805. Lender's In Ilion Fee 806. Mod a e licatlon Fee 807. Assam lion Fee 808. Underwdtin Fee to American East Mort a e LLC LR 285.00 809. Document Review Fee to American East Mort a e LR 295.00 810. Real Estate Tax Service Fee to American East Mort a e LR 76.00 81 i. Flood Cen Fee to First American Flood LR 14.00 900. ITEMS REQUIRED BY LENDER TO BE PAID IN ADVANCE 901. Interest From 06!0512008 to 07/01/2008 ~ 41.0959 /de 26 Da s LR 1 068.49 902. Mod a e Insurance Premium for to 903. Hazard Insurance Premium for to State Farm P.O.C• 549.00 Bu er 904. 905. 1000, RESERVES DEPOSITED WITH LENDER FOR 1001. Hazard Insurance 3 mo. ® 45.75 /mo LR 137.25 1002. Mort a e Insurance mo. ~ Imo 1003. CI Pr a Tax mo. ®$ !mo 1004. Coun Pro Tax 6 mo. ~ 161.08 /mo LR 986.48 1005. School Taxes 13 mo. ® 350.42 /mo LR 4 555.46 1009. re ate An sis Ad usimenf to America East Mort a e LR -896.90 1100. TITLE CHARGES it01. Sediementorcfosin fee 1102. Abstract or iHle search 1103. Title examination 1104. Title insurance binder 1105. Document Pre oration 1106. Nota Fees to P ramid Land Transfer LLC 22.00 1107. AUome 's fees to Ga James Es titre POC includes above items No: 1106. Title Insurance to P ramid Land Transfer LLC 2 283.75 includes above items No: 1 i 09. Lenders Poli 250 000.00 t 110. Ownars Poli 385 000.00 - 2 283.75 1111. END 100 300 8.1 to P ramid Land Transfer LLC 150.OD 1112. Insured Cltxq Leiter to ramid Land Transfer LLC 35.00 1113. Document Retrieval Fee to P ramid Land Transfer LLC 50.00 1200. GOVERNMENT RECORDING AND TRANSFER CHARGES 1201. Recordin Fees Deed $ 38.50 • Mod e a 86.50 • Release 105.00 -1202. CI /Coun taxlstam Deed 3850.00 • Mort a a 3 850.00 1203. State Tex/stam s Deed 3 850.00. • Mod a e 3850.00 1204. 1205. 1300. ADDITIONAL SETTLEMENT CHARGES 1301. Sunre 1302. PesVHome/Radon Ins eclions to Ins action Center 460 POC 1303. Home Warran to AHS 435.00 1304. Ovarni ht Packa a to P ramid Land Transfer LLC 20.00 1305. 1306. 1307, 1308. 1400. TOTAL SETTLEMENT CHARGES enter on lines 103 Section J and 502 Section 13 534.06 27 550.00 HUD CERTIFICATION OF BUYER AND SELLER inl end to the bps) of my knowledge end babe(, 11 is a We and s(care)s s7alement of eN rsceipls and dlslwrsemenls made an aryacwml or byme copy of Ule HUb-7 SelNemenl Sletemant. j e y WARNING: IT ISAGRIME TO KNOWINGLY ALIKE FALSE STATEMENTS TOTHE TheHUIY eL Slalemenl whlrh )have prepared lse Weand eccurele accorxd o/this bansactim. UNITED STATES ON THIS OR ANY SIMILAR FORM. PENALTIES UPON CONVICTION u r vAll m lands lobe disbursed In accoNance with 8NS s(e)amen). CAN INCLUDE A FINE AND IMPRISONMENT. FOR LlE"TAlLS aEE TfrLE 78: / ! ~ _i ~ U.S. CODE SECTION 7807 AND SECTbN 1018. ey l V /~- CC /S DA REV-1508 EX + (6-98) COMMONWEALTH OF PENNSYLVANIA INHERITANCE TAX RETURN RESIDENT DECEDENT SCHEDULE E CASH, BANK DEPOSITS, & MISC. PERSONAL PROPERTY ESTATE OF FILE NUMBER Charlotte McClure 21-07-1179 Include the proceeds of litigation and the date the proceeds were received by the estate. All property jointly-owned with the right of survivorship must be disclosed on Schedule F. ITEM VALUE AT DATE NUMBER DESCRIPTION OF DEATH 1 Highmark Blueshield - refund of prorated premium 205.77 2 M&T Bank Checking Acct # 10659100 1,301.11 3 Social Security Administration - benefits of Wm McClure, deceased 55.40 9 Fidelity Mutual Life Insurance Company Fourth Amended Rehabilitation Plan 17,338.95 proceeds per Commonwealth Court Order #389 M. D. 1992 5 Personal Property (See Attached Appraisal - Linden Hall Antiques) 15,765.00 6 1996 Jaguar - Vanden Plas w/ 80,000 miles VIN# SAJKX6749TC775210 3,100.00 (See Attached Statement from Rowe's Auction Service) 7 County real estate tax reimbursement at settlement 1,109.05 8 School tax reimbursement at settlement 298.71 TOTAL (Also enter on line 5 Recapitulation) $ ~ 39, 173.99 7w46AD 1.000 (If more space is needed, insert additional sheets of the same size) LINDEN HALL ANTIQUES 211 N. OLD STONE HOUSE ROAD CARLISLE, PA 17015 717-249-1978 To: Robert K. Reitzel Hershey Trust Company 100 Mansion Road East Hershey, PA 17033 From: William G. Rowe, Appriaser 211 N. Old Stone House Road Carlisle, PA 17015 Re: Personal Property Appraisal Charlotte S. McClure Estate 773 Arlington Road Camp Hill, PA 1701.1 Date: January 31,.2008 DEN Table / 6 chairs $450.00 Drop-leaf table $125.D0 Lamp $5.00 Candlesticks $25.00 Rocker $35.00 Stool $10.00 Lamp stand $40:00 Brass lamp $20.00 Sofa -older .$15.00 Rug $40.00 Wing chair $65.00 Recliner $30.00 Copper kettle .$100.00 Iron stand $10.D0 Watercolor $50.00 Captain's chair $50.00 T.V. $35.00 3-tier stand $10.00 Nest of stands $25.00 Lamps $15.00 Antique wardrobe -major restoration $225.00 Set china $25.00 Stemware $15.00 Set flatware $285.00 Rug $20.00 KITCHEN Flatware $35.00 Kitchen wares $25.00 Dishes $30.00 FOYER Drop-leaf table $225.00 Rug $30.00 McClure Appraisal 1 01/31/2008 High-back chair Planter Plant Concrete statuary Mirror Sconces, pair LIVING ROOM Mahogany highboy Tilt-top table Oriental lamp Green water bottle Gilt mirror Hunt board - 2 drawers End stand Sofa -Sheraton style Coffee table Candelabra Chippendale chairs (2) Wing chair -oversized Fireside chair Lollying chairs (2) Sofa Coffee-table -brass /glass Tea caddy End table, square -large Candle stand Oriental vase Oriental decorative items Painting Candelabra, pair Watercolor -floral Art glass vases Plates Oriental ginger jar Books Statuary Hand-painted plates Set china Stemware -Waterford Fplding table Oriental vases DINING ROOM Watercolor -Coolidge Sideboard Flatware Candelabra -pair Gilt mirror Decanters Tea service Silverplate -bowls, candlesticks, plates Mahogany table / 6 chairs Demilune cabinet lea pot, sugar /creamer $45.00 $10.00 $10.00 $50.00 $100.00 $20.00 $750. DO $125.00 $85.00 $30.00 $165.00 $250.00 $80.00 $250.00 $100.00 $50.00 $350.00 $165.00 .$85.00 :$160.00 $100.00 $145.00 .$50.00 $150.00 $50.00 $75.00 $60.00 $150.00 $200.00 $100.00 $150.00 $50.00 $120.00 $30.00 $30.00 $35.00 $300.00 $200.00 $75.00 $75.00 $150.00 $650.00 $400.00 $250.00 $200.00 $20.00 $450.00 $125.00 $850.00 $175.00 $30.00 McClure Appraisal 2 01/31/2008 PORCH Wicker set Rug Slant-lid desk Books /CDs Child's rocker BEDROOM Soft goods Console table -marble top Gilt mirror Lamps Poster bed Queen Anne highboy -mahogany Lemp stand -marble top Wicker chair Wing chair Stool .SITTING ROOM Lounge Ladder-back chair Vanity Mirror Figurine Ink well French style chair Nest of stands Miscellaneous household (closet) ATTIC Luggage BEDROOM Bedroom set - 4 pc. Knick knacks Queen Anne chair Stand Lamps Dolls Rocker BASEMENT Washer /dryer -older Miscellaneous tools Old lamp light Ladder EXERCISE ROOM Patio furniture Rowing machine Frames FAMILY ROOM Golf clubs Sofa -old Desk $100.00 $10.00 $200.00 $30.00 $15.00 .$10.00 $120.00 $75.00 $15.00 $250.00 .$575.00 $65.00 .$10.00 $50.00 $10.00 $130.00 $65.00 .$70.00 .$50.00 .$50.00 $65.00 $45.00 .$85.00 $25.00 .$15.00 $750.00 $25.00 $50.00 $30.00 $15.00 $175.00 $100.00 $80.00 $5.00 $30.00 $10.00 $30.00 $10.00 $15.00 $50.00 $10.00 $15.00 McClure Appraisal 3 01/31/2008 Bookcase Books Painting - Blust Prints (2) - Blust Miscellaneous housewares Lamp Clock Baby grand piano - Chickering - as is condition Bird prints Copper kettle T.V. - no value Bookcase Books Sofa -old - no value Lamps Coffee table Wing-back chair Freezer AUTOMOBILE 1996 Jaguar - VanDew Plas - 80,000 miles - 4 door Total $50.00 $40.00 $85.00 $70.00 $50.00 $10.00 $15.00 $1,200.00 $50.00 .$100.00 $0.00 $20.00 $30.00 $0.00 $10.00 $10.00 $45.00 $50.00 $9, 000.00 $24,765.00 William G. Rowe McClure Appraisal 4 01/31/2008 Rowe's Auction Service 2505 Ritner Highway earlisle, PA 17015 717,249-2677 .249-1978 697-4794 August 11, 2008 To: Robert K. Reitzel PO Box 445 Hershey, PA 17033 From: Rowe's Auction Service 2505 Ritner Highway Carlisle, PA 17015 Re: H. B. McClure Estate -Personal Property Auction Total Auction Sales $8995.00 Personal Property Sales $5895.00 Less 35% Commission -2063.25 Automobile $3100.00 Less 20% Commission rate -620.00 Net Total Auction Proceeds $6311.75 Less B.H. Piano Movers(York, PA) moving fee -160.60 Total Due $6151.15 William G. Rowe ~ ~,, ~._. r, F 'c: r> :I 111±-1-' J.:.. "'[_'hlll(! Ili ;! ,° ii•ILi ; '; l';, y r ~: Ci lid G' E> h-I !..t C.:? 1'. a. Ci r! : ; E. r" `.' 1 ~:' E` t... Cif r` .,. :. ... .. l:'." . F• F ~ .i r www , i~' i;l w ~' <.> ,_ !_ic't; ~ c3 T°, ~ r:~ i •',- :i c~ e• . r: r., m 't; 'l; i E' IT! !~' ri'i; .1. 'r; f' 1Ti iJ E' ~.:_` 1." :i r~ T; ~. Ci Y, ):: ~ Y•' :i. _:: E' C:!'C' '• ~' n ''.; ~; .~4 1 " ! 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(S ORDER.OE~- .~ `~'"` ~~~L) t~if'L ,~zS.l ,~.Tn ~ ~t~"l J 1 ~O~z ~ I'~r-j' ®' ~•'~~ p.~ "~~ _ ~ ~7y .l~° .iJ ~ r~t.~,~ .DOLLARS LI a,.~~ ~', - - ~~IZP:STOW-N~iliNI~ - - A=Traditiona~Escetknce - ~~ /~ .~. ~ U~ MEMO E: _0 3 .~33 ,b.5 0 3°6.4. ,L 0;6 ~ ;~ D:e,_.2 p.u° 2 ~7~6 3 REV-1510 EX+ (6-98) COMMONWEALTH OF PENNSYLVANIA INHERITANCE TAX RETURN RESIDENT DECEDENT SCHEDULE G INTER-VIVOS TRANSFERS 8~ MISC. NON-PROBATE PROPERTY ESTATE OF FILE NUMBER Charlotte McClure 21-07-1199 This schedule must be completed and filed if the answer to any of questions 1 through 4 on the reverse side of the REV-1500 COVER SHEET is yes. ITEM NUMBER DESCRIPTION OF PROPERTY INCLtAETFENMIEOFTFETRANSFEREE,THEIRRELATIONSFBPTODECEDENrAND TFEDATEOFTRAKSFER.ATTACHACOPYOFTHEDEEDFORREALESTATE DATE OF DEATH VALUE OF ASSET %OFDECD'S INTEREST EXCLUSION IFAPPLJCABLE TAXABLE VALUE ~ Joint Revocable Trust Agreement of 100% 0.00 122,017.01 William >;. McClure (deceased) and Charlotte S. McClure dated April 16, 2003 See Attached Schedule of Assets 2 Charlotte S. McClure Individual 100a 0.00 304,287.09 Retirement Account - Hershey Trust Company Acct #787 See Attached Schedule of Assets Beneficiaries: Alice S. McClure - SOo Robert F. McClure - 500 TOTAL (Also enter on line 7, Recapitulation) ~ $ (If more space is needed, insert additional sheets of the same size) 426,309.10 Charlotte S. McClure 21-07-1174 PA Inheritance Tax Schedule G Item #1 Joint Revocable Trust Agreement of William E. McClure (deceased) and Charlotte S. McClure Alternate Value Unit Valuation Alternate at date of Item Description Cusip Value Date Value Death 1 230 units Common Trust Fund -Value Equity 455.6056 104,789.29 2 131.731 shs EuroPacific Growth Fund 298706102 49.03 6,458.77 3 10,746.68 units Temporary Investment Fund 743884579 1.00 10,746.68 Accrued interest to date of death 22.27 TOTAL VALUE 0.00 122,017.01 Charlotte S. McClure 21-07-1174 PA Inheritance Tax Schedule G Item #2 Charlotte S. McClure Individual Retirement Account Value Unit at date of Item Description Cusip Value Death 1 15,000 pv Johnson & Johnson 6.625% due 9/1/200 478160AK0 104.6609 15,699.14 Accrued interest to date of death 292.60 2 20,000 pv Clorox Co 4.20% due 1/15/2010 189054AM1 98.4125 19,682.50 Accrued interest to date of death 354.67 3 20,000 pv Wm Wrigley Jr Co 4.30% due 7/15/2010 982526AA3 100.1976 20,039.52 Accrued interest to date of death 363.11 4 20,000 pv Coca Cola Co 5.75% due 3/15/2011 191216AH3 104.2637 20,852.74 Accrued interest to date of death 293.89 5 20,000 pv Pepsico Inc 5.15% due 5/15/2012 713448BF4 102.1251 20,425.02 Accrued interest to date of death 91.56 6 20,000 General Electric Co 5.00% due 2/1/2013 369604AY9 100.781 20,156.20 Accrued interest to date of death 377.78 7 30,000 pv Procter & Gamble Co 4.95% due 8/15/14 742718DA4 100.48475 30,145.43 Accrued interest to date of death 503.25 8 20,000 pv United Treasury Inflation Index Bd 3.00% 912828AF7 107.5625 21,512.50 due 7/15/2012 Accrued interest to date of death 252.72 9 20,000 pv United States Treasury Note 4.25% 912828EE6 101.53125 20,306.25 due 8/15/2015 Accrued interest to date of death 286.41 10 25,000 pv Federal Home Loan Bks 5.50% due 3133MGVB9 100.625 25,156.25 08/15/2008 Accrued interest to date of death 465.97 11 20,000 pv Federal National Mtg Assn 4.375% 3136F3LE4 100.000 20,000.00 due 4/22/2010 Accrued interest to date of death 133.68 12 20,000 pv Federal National Mtg Assn 5.00% 3136F3AJ5 100.125 20,025.00 due 2/27/2013 Accrued interest to date of death 305.56 13 15,000 pv Federal Home Ln Mtg Corp 5.00% 3128X1 UPO 100.000 15,000.00 due 8/13/2013 Accrued interest to date of death 258.33 14 31,307.01 units Temporary Investment Fund 743884579 1.000 31,307.01 TOTAL VALUE 0.00 304,287.09 REV-1511 EX+ (10-06) COMMONWEALTH OF PENNSYLVANIA INHERITANCE TAX RETURN RESIDENT DECEDENT SCHEDULE H FUNERAL EXPENSES 8~ ADMINISTRATIVE COSTS ESTATE OF FILE NUMBER Charlotte McClure 21-07-1174 Debts of decedent must be reported on Schedule 1. ITEM NUMBER DESCRIPTION AMOUNT A. FUNERAL EXPENSES: ~ David M. Myers Funeral Home - professional services 5,578.77 2 West Shore Country Club - Charlotte McClure Wake 3,900.09 3 Pastor Lauren Robert -professional services re: funeral 500.00 B. 1 City Hershey State PA Zip 17033 Year(s) Commission Paid: ADMINISTRATIVE COSTS: Personal Representative's Commissions Name of Personal Representative(s) Hershey Trust Company Street Address 100 Mansilon Road, East 15,330.00 2. Attorney Fees James, Smith, Dietterick & Connelly, LLP 8,818.75 3. Family Exemption: (If decedent's address is not the same as claimant's, attach explanation) Claimant Street Address City State Zip Relationship of Claimant to Decedent 4. Probate Fees Register of Wills - Cumberland County 489.00 5. Accountant's Fees 6. Tax Return Preparer's Fees ~ Hershey Trust Company - fiduciary services through 12/31/07 107.45 8 H.B. McClure - heating expenses @ 773 Arlington Road 4,103.18 9 Randall Yost Contracting - storm damage clean up @ 773 Arlington Road 250.00 10 The Patriot News - estate advertising expenses 318.12 11 Cumberland Law Journal - estate advertising expenses 75.00 12 Linden Hall Antiques - personal property appraisal 365.00 13 PA Department of Transportation Bureau of Motor Vehicles - replace 22.50 automobile title 19 Chubb Group of Insurance Companies - home and valuable articles 964.00 coverage Balance forward from attached sheet 99,183.17 TOTAL (Also enter on line 9, Recapitulation) $ 89, 499.98 7W46AG 1.000 (If more space is needed, insert additional sheets of the same size) Charlotte S. McClure 22-07-1174 PA Inheritance Tax Return Schedule H, Part B ,Administrative Expenses Item Description _ Total Expenses 15 Clauser Real Estate Appraisals -appraisal fee for 773 Arlington Road, Camp Hill, PA 350.00 16 Sonitrol of Harrisburg -monitoring of 773 Arlington Road 400.68 17 Brown, Schultz, Sheridan & Fritz -preparation of 2007 federal and state income tax returns 560.00 18 Bennett's Landscaping Maintenance -lawn care @ 773 Arlington Road, April 2008 1,612.60 19 ERA -NRT -real estate commission (see settlement sheet - 773 Arlington Road) 23,100.00 20 ERA -NRT -real estate transaction fee (see settlement sheet - 773 Arlington Road) 165.00 21 Recorder of Deeds -realty transfer tax (see settlement 3,850.00 22 AHS -home warranty 435.00 23 Peter & Wendy Viahos -seller assistance 3,000.00 24 Smart Move Makers Inc -services regarding personal property 11,232.16 25 Saidis, Flower & Lindsay -recording fee 17.00 26 Bennett's Landscaping Maintenance -lawn care @ 773 Arlington Road 228.00 27 FedEx -packages shipped to Phoenix AZ 6/4, 6/5/2008 84.18 28 DHL Express Inc -package shipped to Fidelity Mutual 6/24/08 4.42 29 Verizon Communications -utility expense @ 773 Arlington Road 443.14 30 PPL Electric Utilities -utility expense @ 773 Arlington Road 465.73 31 PA American Water -utility expense @ 773 Arlington Road 131.76 32 PA Waste Management -refuse disposal @ 773 Arlington Road 33.75 33 Comcast Cable -utility expense @ 773 Arlington Road 188.39 34 Borough of Camp Hill -Sewer Department -utility expense @ 773 Arlington Road 37.51 35 Rowe's Auction Service -personal property sale commission 2,063.25 36 Rowe's Auction Service -automobile sales commission 620.00 37 B. H. Piano Movers -moving fee 160.60 TOTAL 49,183.17 REV-1513 EX+(9-00) SCHEDULE J BENEFICIARIES COMMONWEALTH OF PENNSYLVANIA INHERITANCE TAX RETURN RESIDENT DECEDENT ESTATE OF FILE NUMBER Charlotte McClure 21-07-11'74 RELATIONSHIP TO DECEDENT AMOUNT OR SHARE NUMBER NAME AND ADDRESS OF PERSON(S) RECEIVING PROPERTY Do Not List Trustees) OF ESTATE 1 TAXABLE DISTRIBUTIONS [include outright spousal distributions, and transfers under Sec. 9116 (a) (1.2)] 1 Alice S. McClure Daughter 560,847.51 26 Eagle Lane Sedona, AZ 86336 Net proceeds from sale of real estate: 355,872.75 Schedule E, Item 5: Distribution 9,870.00 in-kind Schedule G, Item 2 (50% share) 152,143.55 Residue (50% share) 42,961.21 2 Robert F. McClure Son 195,109.76 212 S. Rupp Avenue Shiremanstown, PA 17011 Schedule G, Item 2 (50~ share) 152,143.59 Residue SSOo share) 92,961.22 ENTER DOLLAR AMOUNTS FOR DISTRIBUTIONS SHOWN ABOVE ON LINES 15 THROUGH 18, AS APPROPRIATE, O N REV-1500 COVER SHEET tl NON-TAXABLE DISTRIBUTIONS: A. SPOUSAL DISTRIBUTIONS UNDER SECTION 9113 FOR WHICH AN ELECTION TO TAX IS NOT BEING MADE B. CHARITABLE AND GOVERNMENTAL DISTRIBUTIONS TOTAL OF PART II -ENTER TOTAL NON-TAXABLE DISTRIBUTIONS ON LINE 13 OF REV-1500 COVER SHEET (If more space is needed, insert additional sheets of the same size) 7 W 46AI 1.000 LAST WILL AND TESTAMENT OF CHARLOTTE S. MCCLURE I, CHARLOTTE S. MCCLURE, of Cumberland Count}~, Pennsylvania, revolve any prior wills and codicils and declare this to be my Will. ARTICLE I .Family Information A. Spouse. I am married to WILLIAM E. MCCLURE, and any reference to my Husband shall be to lum. B. Children. I declare that I have three (3) children born before the date of this V~Till, namely: ROBERT F. MCCLURE, 2. ALICE S. MCCLURE, and WILLIAM E. MCCLURE, JR. C. Exclusion. I have expressly excluded my son, WILLIAM E. MCCLLIRE, JR., as a beneficiary and his descendants under this Will, not because of any lack of affection, but rather because of his own personal financial situation. ART:I'CLE II Tangible Personal Property A. Memorandum of V~~ishes. I may leave a writing disposing of some or all of my tangible personal property. If I do so, and the writing can be incorporated by reference into this Will or otherwise be legally binding, I direct that it be incorporated or followed and prevail over the disposition below in this Article. If the writing is not legally binding, I request that my wishes be followed. This provision shall apply whether the writing is executed before or after this Will. B. General Gift of Tangibles. I give all my tangible personal property (other than items effectively disposed of above) as follows: To my Husband, if he survives me. If my Husband does not survive me, all j ewelr}~ and automobiles owned by me shall be distributed to my daughter, ALICE S. MCCLURE, and if she should fail to survive, such property shall pass pursuant to the residual terms herein as set forth in Article VI. The balance of my personal property shall be distributed equally among my children, ROBERT F. MCCLURE, per stirpes, and ALICE S. MCCLURE, per stiipes. If ROBERT or ALICE does not survive me, his or her share shall be distributed per stirpes among those of his or her issue who survive me. If there are no such issue, said property shall be distributed per stirpes to the other. C. Survivorship. Except when I may have specifically provided otherwise, any gift to an individual under this Article shall take effect only if the individual survives me, and no anti-lapse z-ule shall apply. D. Gift Includes Insurance. A gift of property under this Article includes my rights .under any insurance policies related to such property or the proceeds of suc17 policies. ARTICLE III Survivorship, Forfeiture A. Survivorship. Any beneficiary hereunder other than my Husband who dies within ninety (90) days following the date of my death or the termination of or distribution from any trust under this Will for which entitlement the date of such beneficiary's death shall be relevant, shall be deemed to have predeceased ine or to have died before the ternination of or distribution from that trust, as the case maybe, for all purpose of this Will. B. Forfeiture. I regard inheritance as a gift, not as an entitlement and in that same vein, any beneficiary who challenges by or through any legal proceedings any distribution(s) made by the Executor or Trustees hereunder or any discretionary actions taken by the Executor or Trustees hereunder, or who challenges the validity of enforceability of this Will, shall to the fullest extent permitted by law, forfeit all of his or her rights to an interest in my estate and/or principal and/or income of any and all trust(s) hereunder and same shall be distributed as if such person were no longer living at the time of distribution. It is my intention that this forfeiture provision be applied to the fullest extent permitted by law and, if a court of competent jurisdiction determines that the foregoing exceeds that at ~~hich is permitted by law, I authorize and direct said court to interpret and apply said provision to the fullest extent perniitted by law of such jurisdiction. -2- ARTICLE IV Personal Residence A. Personal Residence. I give all of my interests in the properties that my Executor shall determine to have been used by me or a member of my family as a personal residence and all contents therein (i.e., furniture, appliances, etc.), currently 773 Arlington Road, Camp Hill, Cumberland County, Pemzsylvania ("Pe~•sonal Reside~zce"), to my Husband, if he survives me, to the extent that it does not pass to my Husband by right of survivorship, and should he fail to survive, such Personal Residence shall pass to my daughter, ALICE S. MCCLLTRE, per stirpes. If my daughter fails to survive me without issue, I direct such Personal Residence be sold and distributed as part of my residue as set forth in Article VI. B. Proceed from the Sale of Personal Residence. In the event such Personal Residence is sold during my lifetime, it is my desire in the event my Husband has failed to survive me, that the proceeds thereof which have been instructed to be segregated into a separate sub- trust at the Hershey Trust Company be managed as a part of the Joint Revocable Trust Agreement dated April of 2003, and distributed thereunder. ARTICLE V Powers of Appointment I declare that I do not by this Will intend to exercise any power of appointment. ARTICLE VI Residue A. Spouse or Alternate. I give my residuary estate, real and personal, as follows: If my Husband survives me, my residue shall be distributed to lum outright and, if my Husband should disclaim any such share of the residue, such property shall pass to the Family Trust as set forth under Article VII subject to the terms therein. 2. If my Husband does not survive me, the residue shall pass to, in equal shares, to my daughter, ALICE S. MCCLIIRE, per stirpes, and my son, ROBERT F. MCCLURE, per stirpes, subject, however, to the teams of the Descendants' Separate Trust under this Will for any such descendant under twenty-five (25) years of age. I have expressly excluded my son, WILLIAM E. MCCLURE, JR., as a residual beneficiary. -3- ARTICLE VII Family Trust Property that is to be held as the Family Trust shall be held under this Article and all references to "Family Trust" shall be to the trust held under this Article. A. During My Husband's Life. The following provisions shall apply during my Husband's life. The Trustee shall distribute to my Husband as much of the net income and principal of the trust as the Trustee may from time to time determine, in such amounts or proportions as the Trustee may from time to time select, for the recipient's health, education, support in him accustomed mamzer of living, or maintenance. 2. Any net income not so distributed shall be accumulated and annually added to principal. B. Upon My Husband's Death. Upon the death of my Husband, the property then held in the Family Trust shall be distributed pursuant to the same residual terms as if my Husband did not survive me as set forth in Article VI. ARTICLE VIII Descendants' Separate Trust Property that is to be held in the Descendants' Separate Trust shall beheld under this Article and all references to the "Descendants' Separate Trust" shall be to the trusts held under this Article. Each descendant shall have a separate trust for his or lzer share. A. During the Beneficiary's Life. The following provisions shall apply during the Beneficiary's life: The Trustees shall distribute to the beneficiary the net income of the trust at least amlually. 2. The Trustees shall distribute to the beneficiary as much of the principal of the trust as the Trustees may from time to time determine for the beneficiary's health, education and support in his or her accustomed mamler of living or maintenance. 3. The beneficiary may withdrav~~ all the principal at any time after attaining age thirty-five (35). Prior to that, at any time after attaining the following ages, the beneficiary sha1117ave the right to withdraw principal. The maximum fraction that a beneficiary may withdraw shall be as follows: -4- a. at or after attaining age twenty-five (25), one-third of the then fair marlcet value of the remaining trust assets. b. at or after attaining age thil-ty (30), an additional one-half of the then fair marlcet value of the remaining trust assets (reduced by any portion of the trust assets then still subject to the prior right of withdrawal not yet exercised). B. Upon Beneficiary's Death. Upon the beneficiary's death, the property then held in his or her trust shall be distributed as follows: To such one or more persons out of a class composed of the beneficiary's surviving spouse and descendants on such teens as the beneficiary inay appoint by a Will specifically referring to this power of appointment. 2. In default of appointment or insofar as an appointment is not effective, to the beneficiary's descendants then living, per stirpes, subject to the terms of the trusts under this Article; or if there are no descendants of the beneficiary then living if the beneficiary was a grandchild or more remote descendant of mine, to the descendants then living, per stirpes, of the beneficiary's nearest ancestor who was a descendant of mine with descendants then Living, subject, however, to the terms of the trusts under this Article; or if there are no such descendants or if the beneficiary was a child of mine to my descendants then living, per stirpes, subject, however, to the ternls of the trusts under this Article ARTICLE IX Takers of Last Resort My Executor or the Trustee shall distribute any property that is not otherwise disposed of under my Will (a) one-half (1/2) (or all, if there are no persons to take under item (b)) to the persons who would have inherited my personal estate, and in the shares that they would have inherited it, had I died a resident of the Commonwealth of Pennsylvania, unmarried and without a valid will, on the date on which expires the interest of the last beneficiary of the property under this Will, and (b) one-half (1/2) (or all, if there are no persons to take under item (a)) to the persons who would have ii~lierited the personal estate of my Husband, and in the shares that they would have iirllerited it, had my Husband died a resident of the Commonwealth of Peiulsyh~ania, umnai~•ied and without a valid will, on the date on which expires the interest of the last beneficiary of the property under this Will. ARTICLE X Spendthrift Trust A. No Assignment. No interest in the mist shall be subject to the beneficiary's liabilities or creditor claims, assigiunent or anticipation. -5- B. Protection from Creditors. If the Trustees shall determine that a beneficiary .(other than my Husband) with respect to any Marital Trust would not benefit as greatly from any outright distribution of trust income or principal because of the availability of the distribution to the beneficiary's creditors, the Trustees shall instead expend those amounts for the benefit of the beneficiary. This direction is intended to enable the Trustees to give the beneficiary the maximum possible benefit and enjoyment of all of the trust income and principal to which the beneficiary is entitled. ARTICLE XI Exercise of Powers Created Hereunder A. Form of Appointment. A power of appointment conferred hereunder upon a person in his or her individual capacity (a "Non-Fiduciary Power") maybe exercised in favor of one or more persons, in any proportions, and in any lawful estates and interests, whether absolute or in further trust. Such aNon-Fiduciary Power maybe exercised to create further Non-Fiduciary Powers which may be made exercisable in the same or a different znam~er. A limited power of appointment maybe exercised to confer a Limited or general power, including a presently exercisable limited or general power. B. Trustees Uuder Appointment. The Trustee under an appointment in further trust may be any person not prohibited from serving as Trustee under my Will and maybe given fiduciary powers (including discretionary powers over distributions), exercisable, however, only in favor of objects of the exercised power. C. Testamentary Power. ANon-Fiduciary power exercisable by Will may also be exercised by a written instrument signed by the powerholder other than the powerholder's Will if the powerholder's Will contains a direction that the exercise in the other instnlment be honored. D. Trustee Can Create Trusts. The discretionary power of the Trustees (excluding, however, any >literested Tnistee) to distribute principal from the Descendant's Single Trust maybe exercised in the same ways as aNon-Fiduciary Power under this Article, except that this shall not authorize the Trustees to restrict or curtail any beneficiary's interest in mandatory payments (such as all or a fraction of the trust income) by an exercise that would not be authorized without this paragraph. If a power held in a fiduciary capacity is exercised to create another power (whether the power created is conferred in a fiduciary or individual capacity), then the power created shall not be exercisable in any mamler which may postpone the vesting of any estate or interest in the appointed property or suspend the absolute ownership or power of alienation of the appointed property for a period ascertainable without regard to the date of my death. -6- ARTICLE III Payment of Death Taxes A. Apportioned. All estate, inheritance, legacy, succession, generation-skipping, or other wealth transfer taxes (other than any additional estate tax imposed by Code Sec. 2031(c)(5)(C), Code Sec. 2032A(c) or Code Sec. 2057(f) or any generation-skipping transfer tax on any generation-skipping transfer other than a direct skip, or comparable taxes imposed by any other taxing authority) that result froze my death and that are imposed by any domestic or foreign taxing authority with respect to property passing under this Will, together with interest and penalties on those taxes, shall be charged against and paid without apportionment out of the residue of my estate as an administration expense with no right of reimbursement from any recipient of any such property. Such taxes on property not passing under this Will shall be apportioned to and paid from such property by those succeeding to such property, taking into account the provisions of any instrument governing such property, the provisions of the Internal Revenue Code, and any provisions, of other applicable law apportioning such taxes. B. Modifications. However, the following clarifications andJor modifications of the general zlile set forth in the preceding paragraph shall apply: Any generation-skipping transfer tax other than a tax on a direct skip of property passing as part of my estate and disposed of under this Will prior to the Article disposing of my residuary estate shall be charged to the property constituting the transfer in the manner provided by Code Sec. 2603(b). 2. Taxes imposed under Code Sec. 2701(d) shall be apportioned and paid as an additional estate or gift tax as provided in Chapter 14. Should the payment of expenses, claims and taxes fz•om any Qualified Retirement Plan or Individual Retirement Account ("IRA") assets which comprise zny estate cause my estate to be disqualified as a "Qualified Beneficiary," it is my intent, and I hereby direct that, to the extent practicable, no expenses, claims and taxes shall be paid from such Qualified Retirement Plan or 1RA assets. C. Apportionment Prevails Over Abatement. If payment of taxes from my residuary estate in accordance with the foregoing exhausts zny residuary estate, the balance of tax due shall be apportioned in accordance with the rules of tax apportiozm~ent rather than the rules of abatement. -7- ARTICLE VIII Executors and Trustees A. Initial Appointments. I appoint my Husband, WILLIAM E. MCCLURE, to be an Executor of this Will and Co-Trustee of the Family Trust under this Will provided, however, in the unforeseen event that the sole Trustee of the Family Tnist is a beneficiary of the trust, the Trustee shall appoint an uninterested Co-Trustee. A beneficiary's interest shall not be merged or converted into a legal life estate or estate for years because the beneficiary is the sole Trustee, but if this would still happen under applicable law, then a Co-Trustee shall be appointed in preference to such merger or conversion. B. Successors. I appoint the HERSHEY TRUST COMPANY as Successor Trustee of any trust hereunder and Executor under this will if my husband is unable to serve for any reason. 2. Any reference to "Executor" or "Trustee" includes any successor, unless expressly indicated, Separate trusts hereunder may have different trustees pursuant to these provisions. C. Additional Provisions Regarding Changes in Fiduciaries. Any Executor or Trustee may resign at any time without court approval acid whether or not a successor has been appointed. 2. Each individual Executor and Trustee (including successors) shall have the right to appoint a successor individual Executor or Trustee by an instrument in writing, such appointment to take effect upon the death, resignation or incapacity of the appointing Executor or Trustee. An appointment maybe changed or revoked until it takes effect. If I have named a successor or successors to the appointing Executor or Tz-ustee in this Will, the appointment of a successor under this paragraph shall take effect only if and when all persons that I have appointed fail to qualify or cease to act. The individuals (and any corporation) acting as my Executor or the Tnistees znay at any time acting unazumously by written instrument appoint an individual or a corporation with fiduciary powers as a Co-Executor or Co-Trustee. -8- 4. The "Protector" of each trust under this Will shall be GARY L. 3AMES, or if he is unable to serve, such attorney as selected by the law fine of 3ames, Smith, Diettericlc & Connelly, LLP. The Protector maybe one or more individuals or corporations. Multiple Protectors shall act by majority. a. The Protector may appoint one or more persons to be successor Protector to take office upon the death, resignation, or incapacity of the Protector or any person serving as Protector. b. After my death, the Protector shall have the right to remove any Trustee of a trust under this Will other than my Husband or a descendant of mine. If a Tnistee is removed by the Protector, any successor Trustee appointed by the removed Tntstee shall not talce office. The Protector shall also have the right to appoint an individual or corporation with fiduciary powers to replace the removed Tnistee or ~~henever the office of Tnistee of a trust becomes vacant. Any person serving as Protector may resign. d. The Protector's authority hereunder is conferred in a fiduciary capacity and shall be so exercised, but the Protector shall not be liable for any action taken in good faith. No discretionary distribution shall be made from any trust that would discharge or substitute for a legal obligation of any person serving as Protector even if such a distribution would otherwise be authorized under the terms of the trust. f. The Protector may release the Protector's power to remove a particular Trustee and such release maybe limited to the releasing Protector or made binding upon any successor Protector. g. The Protector shall not, within the meaning of Code Sec. 672(c), appoint an individual or corporation that is related or subordinate (1) to the Protector or to me, when I am alive, and the Protector is related or subordinate to me or (2) to the Protecto~~ when the Protector is an Interested Trustee or would be an Interested Trustee if the Protector were serving as Trustee. If more than one person is serving as Protector, the preceding sentence shall prohibit the appointment of any Trustee that could not be appointed by each such person if serving alone as Protector. If the office of Executor or Trustee of a mist is vacant, and no successor takes office pursuant to any other provision of this Will, an individual or corporation with fiduciary powers maybe appointed as Executor or Tnistee b}~ my Husband if -9- then living and competent, otherwise by a majority of my adult descendants then living and competent. 6. An Executor or Trustee may be appointed pursuant to this Article for a limited purpose or to hold only specified powers. D. Accountings and Other Proceedings. I direct that my estate or a mist hereunder be subject to independent administration with as little court supervision as the law allows. My Executor and the Trustees shall not be required to render to any court annual or other periodic accounts, or any inventory, appraisal, or other retun~s or reports, except as required by applicable state law. My Executor and the Trustees shall take such action for the settlement or approval of accounts at such times and before such courts or without court proceedings as my Executor or the Tnistees shall determine. My Executor or the Trustees shall pay the costs and expenses of any such action or proceeding, including (but not limited to) the compensation and expenses of attorneys and guardians, out of the property of my estate or the trust. The Trustees shall not be required to register any trust hereunder. 2. I direct that in any proceeding relating to my estate or a trust hereunder, service upon any person under a legal disability need not be made when another person not under a disability is a party to the proceeding and has the same interest as the person under the disability. The person under the disability shall nevertheless be bound by the results of the proceeding. The same rule shall apply to non judicial settlements, releases, exonerations, and indemnities. E. Fiduciary Powers. My Executor and the Trustees may, without prior authority from any court, exercise all powers conferred by this Will or by common law or by any fiduciary powers act or other statute of the Commonwealth of Pennsylvania or any other jurisdiction whose law applies to this Will or to any trust hereby created. My Executor and the Trustees shall have absolute discretion in exercising these powers. Except as specifically limited by this Will, these powers shall extend to all property held by my Executor and the Trustees until the actual distribution of the property. The powers of my Executor and the Trustees shall include the following powers: My Executor may pay my debts as soon as practicable in the course of the administration of my estate, and pay my funeral and burial expenses without regard to any limits other-v~~ise imposed by law on funeral and burial expenses. If, under law, my Husband is primarily liable for my funeral or burial expenses or the expenses of my last illness, I hereby relieve him of such liability and direct that payment be made from my estate. -10- 2. My Executor may pay out of my general estate administration expenses incun'ed in com~ection with real or tangible persona] property located outside of my domicile. My Executor or the Trustees may determine what property is covered b}~ general descriptions contained in this Will. 4. My Executor may determine whether and to what extent to elect to qualify any eligib]e property for the federal or state marital deduction, even though an Executor may have an interest affected by the election. 5. My Executor or the Trustees may make any election available under the tax laws in such manner as my Executor or the Trustees shall determine, including any election to treat a revocable mist created by me as part of my estate for income tax purposes, even though an Executor or Trustee may have an interest affected by the election, except where an Executor or Trustee is prohibited from participating in the election by another provision of this V~rill. 6. My Executor may elect, to whatever extent deemed appropriate, under Sec. 2113(a) of the Pennsylvania Inheritance and Estate Tax Act, 72 P.S. Sec. 9113, to subject property to Pennsylvania inheritance tax on my death and thereby avoid any such tax on my Husband's death. 7. My Executor or the Trustees may compromise claims or debts and abandon or demolish any property which my Executor or the Trustees shall determine to be of little or no value. 8. My Executor or the Trustees may sell property at public or private sale, for cash or upon credit, exchange property for other property, lease property for any period of time, and give options of any duration for sales, exchanges or leases. 9. My Executor or the Trustees may, without the consent of any beneficiary, distribute in cash or in kind, and allocate specific assets in satisfaction of fractional shares or pecuniary sums including cash legacies among the beneficiaries (including any mist) in such proportions, not necessarily pro rata, as my Executor or the Trustees may determine, even though an Executor or Trustee has an interest affected by the distribution and even though different beneficiaries entitled to the same sum or share may thereby receive different n7ixes of assets, possibly with different income tax bases, as long as the fair market value of property on the date of distribution is used in deternlining the extent to which any distribution satisfies a sum or share. l 0. My Executor or the Trustees may apply to the use of any individual, any property, whether principal or income, that otherwise would or could be distributed directly to such individual. -11- 1 1. My Executor or the Trustees may employ a custodian, hold property unregistered or in the name of a nominee (including the nominee of any barilc, trust company, brokerage house or other institution employed as custodian), and pay reasonable compensation to a custodian in addition to any fees otherwise payable to my Executor or the Trustees, notwithstanding any rule of law otherwise prohibiting such dual compensation. 12. The Trustees may hold two or more trusts hereunder as a combined fiuzd (allocating ratably to such trusts all receipts from, and expenses of, the combined fund) for convenience in investment and administration, but no combination of trusts for this purpose may alter their status as separate trusts. 13. The Trustees may consolidate any trust for a descendant with another trust having identical terms and the same Trustee (whether or not under this Will) and administer the two as one trust, provided that each portion of the consolidated trust shall terminate and vest in possession no later than the date required for .the separate trust from which it came. 14. My Executor or the Trustees may employ and rely upon advice given by accountants, attorneys, investment bankers, and other expert advisers, and employ agents, clerks and other employees, and pay reasonable compensation to Stich advisors or employees in addition to fees otherwise payable to my Executor or the Trustees, notwithstanding any rule of law otherwise prohibiting such dual compensation. 15. My Executor or the Trustees may accept or decline to accept additions from any source. F. Exoneration from Security. No Executor or Trustee shall be required to give bond or other security in any jurisdiction, and if despite this exoneration a bond is nevez-theless required, no sureties shall be required. G. Additional General Provisions Regarding Fiduciaries. "hnterested Tz-ustee" means for any trust a Tl-ustee who is (i) a transferor of property to the trust, including a person whose qualified disc]aizner resulted in property passing to the trust; or (ii) a person who is or in the future may be eligible to receive income or principal pursuant to t11e teens of the t1-ust. A Tnlstee described in (i} is an Interested Trustee only with respect to the transferred property (including income and gain on, and reinvestment of, such property). A person is described in (ii) even if he or she has a remote contingent remainder interest, but is not described in (ii) if the person's only interest is as a potential appointee under anon-fiduciary power of appointment held by another person the exercise of which v=ill take effect only in the future, such as a -12- testamentary power held by a living person. A Trustee who is not an I1lterested Trustee is a "Disinterested Trustee." 2. My Executor may make distributions directly from my estate to beneficiaries of a trust hereunder, but only at the direction of the Trustees authorized to mare such distributions. 3. Under this Will, if two or more separate trusts with the same beneficiaries and same terms are created, either by direction or pursuant to the exercise of discretion, I intend that the separate trusts may but need not have the same investments and may but need not follow the same pattern of distributions. The Trustees' powers shall be exercisable separately with respect to each trust. 4. Except to the extent specifically provided otherwise in this Will, references to my Executor or the Trustees shall, in their application to my estate or a trust hereunder, refer to all those from time to time acting as Executors or Trustees of that Trust and if two or more Executors or Tntstees are eligible to act on a given matter they shall act by majority. In the exercise of discretion over distributions, if this Will provides that certain Trustees may participate in distributions limited by an ascertainable standard, while a different set of Trustees may participate in distributions for any purpose, if the two sets of Trustees (each acting by its own majority) want to distribute the same item of income or principal to different recipients, the distribution desired by the set of Trustees participating in distributions for any purpose shall prevail. 5. Individual Executors and Trustees shall receive compensation in accordance with the laws of the Commonwealth of Pennsylvania in effect at the time of payment, unless the Executor or Trustee waives compensation; provided that my Husband and descendants shall serve without compensation. A corporate Executor or Trustee shall be compensated by agreement with the individual Executor or Trustee or in the absence of such agreement in accordance with its fee schedule as in effect at the time of payment. I authorize a corporate Executor or Trustee to charge additional fees for services it provides to my estate or a trust hereunder that are not comprised within its duties as Executor or Trustee, for example, a fee charged by a mutual fund it administers in which my estate or a trust hereunder invests, or a fee for providing an appraisal, or a fee for providing corporate finance or investment bai>Icing ser-~~ices. I also recognize that a corporate Executor or Tnistee may charge separately for some services comprised within its duties as Executor or Trustee, for example a separate fee for investing cash balances or preparing tax returns. Such separate charges shall not be treated as improper or excessive merely because they are added on to a basic fee in calculating total compensation for sen~ice as Executor or Trustee. Insurance proceeds and retirement benefits payable to my estate shall not be subject to Executor's compensation. -13- 6. No Executor or Trustee shall be liable to anyone for anything done or not done by any other Executor or Trustee or by any beneficiary. 7. The fact that an Executor or Trustee is active in the investment business shall not be deemed a conflict of interest, and purchases and sales of investments may be made tlu•ough a corporate Executor or Trustee or tl>T•ough any fiz-rn of which a corporate or individual Executor or Trustee is a partner, shareholder, proprietor, associate, employee, owner, subsidiary, affiliate or the like, and property of my estate or a trust hereunder maybe invested in individual securities, mutual funds, partnerships, private placements, or other foznls of investment promoted, underwritten, managed, or advised by an Executor or Trustee or such a fizrn. My Executor and the Trustees may employ and rely upon advice given by investment counsel, delegate discretionary investment authority over investments to investment counsel, and pay investment counsel reasonable compensation in addition to fees otherwise payable to my Executor or the Trustees, notwithstanding any rule of law otherwise prohibiting such dual compensation. My Executor and the Trustees znay but need not favor retention of assets originally owned by me. My Executor and the Trustees shall not be under any duty to diversify investments regardless of any rule of law requiring diversification. 9. The fact that an Executor or Trustee (or a firm of which an Executor or Trustee is a member or with which an Executor or Trustee is otherwise affiliated) renders legal or other professional services to my estate or a trust hereunder shall not be deemed a conflict of interest, and my Executoz• oz- the Trustees may pay fees for such services to such Executor or Tnistee or firm without prior approval of any court or any beneficiary and whether or not there is a Co-Executor or Co-Tz-tzstee to approve such payment. An attorney or other Executor or Trustee who also renders professional services shall receive full compensation for both sen~ices as Executor or Trustee and the professional services rendered, except as specifically limited by law. 10. Unless Ihave specifically provided otherwise, and subject to any ascertainable standard govenling its exercise, the Trustees' discretionary power to distribute income or principal includes the power to distribute all of such income and/or principal to one or more members of a class to the exclusion of others whether or not the terms of the tz-ust specifically mention that possibility. 11. A Tzustee may in-evocably release one or more powers held by the Tnistee while retaining other powers. 12. Any Executor or Trustee may delegate to a Co-Executor or Co-Trustee any power held by the delegating Executor or Trustee, but only if the Co-Executor or Co-Trustee is authorized to exercise the power delegated. A delegation maybe -14- revocable, but while it is in effect the delegating Executor or Trustee shall have no responsibility concerning the exercise of the delegated power. ARTICLIJ fiIV Definitions and Miscellaneous Provisions The following definitions and miscellaneous provisions shall apply under this Will: A. Children and Descendants. References to "children" and "descendants" shall include children and descendants whenever boi~ tulles expressly excluded (i.e., William E. McClure, Jr.). B. Surviving Spouse. An individual's-"surviving spouse" means the person (if any) sur-~~iving the individual to whom the individual is married at the time of the individual's death. C. Determining Descendants. One's children and other descendants shall be determined according to applicable law, except to the extent modified by this paragraph or by any other specific provision of this Will. A child adopted before he or she attains eighteen (18) years of age (but not after attaining that age) shall be treated under this Will as a child and descendant of his or her adopting parents and their ancestors. 2. Adoptions and marriages that are recognized under this Will shall not affect prior distributions or other interests that have previously vested in possession, but they shall enable a person to receive distributions from or remainder or other interests in a trust still in existence. The descendants of a person v~~ho is treated as a child or descendant under this Article, shall also be treated as descendants of such person's ancestors. The descendants of a person who is treated as not being a child or descendant under this Article, shall also be treated as not being descendants of such person's ancestors. D. Tangible Personal Property. The ten~7 "tangible personal property" does not include personally held art, antiques, stamp and coin collections, and other collectibles. Such tern does not include property primarily held for investment purposes, nor does it include any property held for use in a trade or business, ordinary currency and cash, or bullion. >C. Per Stirpes. Property that is to be divided among an individual's sul-~Jiving or then living descendants "per Stirpes" shall be divided into as many equal shares as there are children of the individual who are then living or who have died leaving surviving or then-living descendants. A share allocated to a deceased child of the individual shall be divided fiu-ther among such deceased child's surviving or then-living descendants in the same maimer. -15- F. Minor and Adult. Whether an individual is a minor or an adult shall be deternlined under the laws of the individual's domicile at the time in question, except in cases when this Will has specifically defined "Minor" to mean a person under twenty-one (21) years of age. G. Code and Regulations. References to the "Internal Revenue Code" or "Code" or to provisions thereof are to the Internal Revenue Code of 1986, as amended at the time in question. References to the "Regulations" or "Regs" are to the Treasury Regulations under the hiternal Revenue Code. If by the time in question a particular provision of the hlternal Revenue Code has been renumbered, or the Internal Revenue Code has been superseded by a subsequent federal tax law, the reference shall be deemed to be to the renumbered provision or the corresponding provision of the subsequent law, unless to do so would clearly be contrary to my intent as expressed in this Will, and a similar rule shall apply to references to the Regulations. H. Disabled Trustee. A trustee is "disabled" (and while disabled shall not serve as Trustee) when a written certification is in effect that the examined Trustee is physically or mentally incapable of managing the affairs of the trust, whether or not there is an adjudication of the Trustee's incompetence. This certification shall be valid only if it is signed by at least two (2) physicians, each of whom has personally examined the trustee and at least one (1) of whom is board-certified in the specialty most closely associated with the alleged disability. 2. Tlus certification need not indicate any cause for the trustee's disability. A certification of disability shall be rescinded when a serving trustee receives a certification the former trustee is capable of managing the trust's affairs. This certification, too, shall be valid only if it is signed by at least two (2) physicians, each of whom has personally examined the trustee and at least one (1) of whom is board certified in the specialty host closely associated with the former disability. 4. No person is liable to anyone for actions taken in reliance on the certifications under this paragraph, or for dealing with a trustee other than the one removed for disability based on these certifications. I. Gross Estate. "Gross estate" means my gross estate as determined for federal estate tax purposes (or for state death tax purposes where relevant). (SIGNATURE PAGE ON NEST PAGE] -16- IN WITNESS WHEIZEUF, I have hereunto subscribed my name on this l~`~`'"day of ,~~r~ 1 , ?003. CHARLOTTE S. MCCLURE ~~ Signed, sealed, published and declared by CHARLOTTE S. MCCLCTRE, the testatrix above Hauled, as and for her last will and testament, in our presence, and we in her presence, and in the presence of each other, have hereunto subscribed our names as witnesses: Witness: Address: C~-~L ~ ~,~ ~ ~ a~ -I~- COMMONWEALTH OF PENNSYLVANIA COUI~TTY OF DAUPHIN ss: We, CI-IARLOTTE S. MCCLURE, /~(~_~, ~~/,/,c.~ and ~o1~er<+- I~.~l e~-•za~~ ,the testatrix and the witnesses, respectively, whose names are subscribed to the foregoing instrument, being first duly swornz, do hereby. declare to the undersigned authority that the testatrix signed and executed the instrument as her last Will and that she had signed willingly and that she executed it as her free and voluntary act for the purposes therein expressed, and that each of the witnesses, in the presence and hearing of the testatrix, signed the Will as witness and that to the best of each such witness's knowledge the testatrix was at that time eighteen (18) years of age or older, of sound mind, and under no constraint or undue influence. WITNESS: TE ~ ATRIX: CHARLOTTE S. MCCLLTRE WITNESS Subscribed, sworn to and aclulowledged before me by CHARLOTTE S. MCCLURE, the t%e-statrix, and subscribed and sworn to before me by /JCtre~, ~, , ~,Gt,o ~~~,, and pCo,~je~/~ /~! ~~e..t,~z e~ ,the witnesses, this ~ day of •i , 2003. Notary Public (SEAL) IJotarial Seal Lisa L. Piergal6ini, Notary Public Dorry iwp., Dauphin County IVIy Commission Expires Niay 5, 2003 Member, rennsywania kssoc~ation of Notaries JOINT REVOCABLE TRUST AGREEMENT THIS TRUST AGREEMENT, is made this ~ day of ~ ~ , 2003 (the "Agreement"), between William E. McClure and Charlotte S. McClure, jointly and severally, of Cumberland County, Pennsylvania, (herein called the "Settlors"), and Hershey Trust Compan3~, of Hershey, Pennsylvania, (herein called the "Trustee"). 1. Trust Property. The Settlors hereby transfer and deliver to the Trustee the property listed on Schedule "A" attached hereto, to have and to hold the same, and any other property which the Trustee may, pursuant to any of the provisions hereof, at any time hereafter hold or acquire, IN TRUST, for the uses and purposes and upon the terms and conditions herein, provided however, in the event the Trustee ever receives monies from the disposition of the Settlors' personal residence currently situated at 773 Arlington Road, Camp Hi11, Pennsylvania (the "Personal Residence"), it is the Settlors' desire and request that the net sale proceeds thereof be held as a separate sub-trust hereunder. The property held as a separate sub-trust shall beheld subject to the terms of this Agreement as set forth on Schedule "B" hereof. 2. Dis~ositive Provisions. The Trustee shall hold, manage, invest, and reinvest the trust assets, and shall collect the income thereof and dispose of the net income and principal as follows: (A) During the lifetime of the Settlors, or the survivor of them, the Trustee shall pay to or for the use of them jointly, or individually, such amounts from the income or principal of the trust as the Settlors jointly ox individually request. Any income not distributed or expended maybe accumulated and invested in the same manner as the principal of the trust estate. Additionally, the Trustee may pay to either or both Settlors or apply directly for the use of either or both Settlors, such amounts from income or principal of the trust as the Trustee, in its sole discretion, shall determine to be appropriate for their welfare, comfortable support, and maintenance. Whenever income or principal is to be paid to a person under a legal disability, or to a person not adjudicated ilicompetent, but who by reason of illness or mental or physical disability, in the Trustee's sole opinion, is unable to properly admiiuster such payments, payment may be made (a) directly to such beneficiary; (b) to the legally appointed guardian or representative of the beneficiary; (c) to some near relative of the beneficiary entrusted with the care of the beneficiary, to be applied for the sole use of the beneficiary; or (d) directly to those furnishing services to the beneficiary. The receipt of any of the foregoing shall be a complete discharge to the Trustee, which shall not be bound to see to the application of any such payment. The opinion of the Trustee with regard to the disability or capacity of any beneficiary hereunder is binding, in the absence of medical evaluations to the contrary, and the Trustee shall not beheld liable for the exercise of its discretion in this matter, absent gross negligence. (B) Upon the surviving Settlor's death, the Trustee shall distribute the remainder of the trust estate to the personal representative of the decedent, to be disposed of in accordance with his or her Last Will and Testament or applicable law, provided however, if the separate sub-tnlst is funded as described above, it is the Settlors' desires that upon the second-to-die of the Settlors, the sub-trust be distributed outright to the Settlor's daughter, Alice S. McClure, per stirpes. If Alice S. McClure fails to survive without issue, the sub-trust shall be distributed pursuant to the terms of the surviving Settlor's Last Will and Testament. 3. Powers. Without regard to any legal restrictions otherwise applicable, the Trustee and its successors are authorized and empowered in their sole and absolute discretion to exercise the following powers as well as any other powers conferred by law: (A) To retain, whether originally a part of the trust estate or subsequently acquired, and to purchase or otherwise acquire and then retain, any property, whether or not such property is authorized for investment under the Pennsylvania Fiduciaries Investment Act of 1949 or by other law, all without diversification as to kind and amount. (B) To transfer, sell, exchange, partition, lease, mortgage, pledge, give options upon or otherwise dispose of any property at any time held by them, at public or private sale or otherwise, for cash or other consideration or on credit, and upon such terms and conditions, with or without security, and for such price as it may determine. (C) To hold any part of the trust estate in cash or uninvested for any period deemed advisable. (D) To borrow money for any trust purpose, create a security interest in, or pledge all or part of the trust estate to secure such borrowing without incurring any personal liability therefore. (E) To pay, extend, renew, modify or compromise, upon such terms as it may determine, and upon such .evidence as it may deem sufficient, any obligations or claim, including taxes, either in favor of or against the trust estate. (F) To register any securities at any time in its name as Trustee, or in nominee registration, with or without indicating the trust character of the securities so registered. (G) With respect to any securities held hereunder, to vote upon any proposition or election at any meeting of the person or entity issuing such securities, and to grant proxies, discretionary or otherwise, to vote at any such 2 meeting, to exercise conversion, subscription or other rights, and to receive or hold any new securities issued as a result of any reorganization, readjustment, merger, voting trust, consolidation, exchange or exercise of conversion, subscription or other rights and generally to take all action with respect to any such securities as could be taken by the absolute owner thereof. (H) To rnalce distributions in cash or in kind, or partly in each. (I) To invest in common trust fiends, collective funds, or mutual fluids managed by the Trustee. 4. Additional Property. The Settlors, or either of them, may at any time transfer and deliver to the Trustee cash, securities and other property to be added to the trust, subject to the Trustee's acceptance of said asset. All such property shall beheld, administered and disposed of by the Trustee in accordance with the provisions of this Agreement without the execution of any further instrument, provided however, the Trustee agrees to provide a separate sub-trust if applicable as discussed in Article I hereof for purposes of the proceeds from the sale of the Settlors' Personal Residence. 5. Accounting by Trustee. The Trustee shall provide periodic statements to the Settlors which shall set forth a separate account for the sub-trust for the proceeds from the Personal Residence if applicable. Additionally, the Trustee may at any time render an informal account to the Settlors, whose acceptance and approval shall be final, binding and conclusive upon the Settlors, their personal representatives and assigns. The Trustee may also render a judicial account at its discretion. 6. Provisions Pertaining to the Trustee. No change in name of the Trustee nor any merger of its corporate powers with another corporation shall affect its appointment or powers hereunder. The Trustee, or any of its successors, may at any time resign upon thirty days written notice to the Settlors, or the survivor of them. In this agreement, whenever reference is made to the Trustee, such reference shall be deemed to include not only the Trustee e~pressiy named herein, but also any substitutes and successors at any time acting hereunder, and all rights and powers given in this agreement to the Trustee shall be vested in substitute and successor trustees. 7. Amendment and Revocation. During their lifetimes the Settlors may at any time, or fi-om time to time, amend, modify or revoke this trust in whole or in part. 8. Compensation of the Trustee. The Trustee shall be entitled to receive aimual compensation in accordance with its schedule of compensation in effect at the time services are rendered. 9. Secure . No bond or other security shall be required of the Trustee in this or any other jurisdiction. 3 10. Situs. This Ab eement of Tn.ist has been delivered to and accepted by the Trustee in the Commonwealth of Pennsylvania and shall be governed in all respects by the laws of said Cormnonwealth. IN WITNESS HEREOF, this Ab eement has been executed by the Settlors and the Trustee on the date first above written. WITNESS . ~~--'' R,~~ WILLIAM E. MCCLURE Settlor CHARLOTTE S. MCCLURB ~. ~~-- , ~ Settlor HERSHEY TRUST COMPANY T st Officer 4 COMMONWEALTH OF PENNSYLVANIA COUNTY OF DAUPHIN SS: On the ~(~.~`'' day of ~4~~ , 2003, before me, the subscriber, a Notary Public in and for the Commonwealth and County aforesaid, personally appeared, William E. McClure, and Charlotte S. McClure, Settlors herein, who e~:ecuted the same intending to be legally bound. Witness my hand and Notarial Seal the day and year aforesaid. of Pub is Notarial Seal Lisa L. Piergal4ini, Notary Public DerryTwp., Dauphin County f~Ay Commission expires May 5, 2003 MemUer, Pennsylvania Assoc~ahon of Notaries COMMONWEALTH OF PENNSYLVANIA COUNTY OF DAUPHIN SS: On the ~~ day of ~~~ , 2003, before me, the subscriber, a Notary Public in and for the Commonwealth and County aforesaid, personally appeared, Robert K. Reitzel, known to me (or satisfactorily proven) to be the Vice President and Trust Officer, of Hershey Trust Company, and authorized to execute this document for the purposes therein contained. Witness my hand and Notarial Seal the day and year aforesaid. of Public iJotarial Seal Lisa L. Piargalbini, Notary Public Derry Tv/p., Dauphn; Coignty try Conimissior ,_.xpires I~ay 5; 20u^^?~ ~ Ntemuer Nennsyivaniz P,ssor.,~,tiar: of IVOian~s