Loading...
HomeMy WebLinkAbout09-10-0815056041125 REV-1500 EX (06-05) OFFICIAL USE ONLY PA Department of Revenue Couniy Code Year File Number Bureau of Individual Taxes INHERITANCE TAX RETURN PO BOX 260601 2 1 0 8 0 0 8 8 Harrisbur PA 17128.0601 RESIDENT DECEDENT ENTER DECEDENT INFORMATION BELOW Social Security Number Date of Death Date of Birth 0 1 3 0 9 0 2 1 6 1 2 1 0 2 0 0 7 0 8 1 3 1 9 1 6 Decedent's Last Name Suffix Decedent's First Name MI C L I F F O R D W I L L I A M E (If Applicable) Enter Surviving Spouse's Information Below Spouse's Last Name Suffix Spouse's First Name MI C L I F F O R D MAR I E A Spouse's Social Security Number THIS RETURN MUST BE FILED IN DUPLICATE WITH THE 0 3 0 0 3 s 9 s a REGISTER OF WILLS FILL IN APPROPRIATE OVALS BELOW 1. Original Return ~ 2. Supplemental Return ~ 3. Remainder Return (date of death prior to 12-13-82) 4. Limited Estate ~ 4a. Future Interest Compromise (date of Q :;. Federal Estate Tax Return Required death after 12-12-82) ^X 6. Decedent Died Testate ~ 7. Decedent Maintained a Living Trust 0 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 ^X 1'I. Election to tax under Sec. 9113(A) h O between 12-31-91 and 1-1-95) . ) (Attach Sc CORRESPONDENT -THIS SECTION MUST BE COMPLETED. ALL CORRESPONDENCE AND CONFIDENTIAL TAX INFORMATION SHOULD BE DIRECTED TO: Daytime Telephone Number Name N o V O t t o I I I 7 1 7 ~4 3 3ra3 4 1 ~~ ~~ Firm Name (If Applicable) REGISTEI~O ,, ILLS US~~NLY ~ ~, i~ MAR T S O N L A W O F F I C E S - _ - First line of address -- ~ ~ - , _? c~ r ~_ y _j 1 0 E a s t H i g h S t r e e t . 7 ~~ - ~ ~• -~+~ t~_~7 Second line of address = ~ ~ ~ ~~ ~- t i .~ ~ ~~ d ZIP C DATE FILED © r~ City or Post Office e o State C a r l i s l e P A 1 7 0 1 3 Correspondent's e-mail address: Under penalties of perjury, I declare that I have examined this return, including accompanying schedules and statements, and to the best of my knowledge and belief, it is true, correct and complete. Declaration of preparer other than the personal representatNe Is based on all information of which preparer h any knowledge. SIGNATURE QIF PERSON IjFSP SIBLE FOR FILING RETURfJ r ~ ~-~ ~ ~ ~ ~ ~ ~ ~ G9~~~~ ADDRESS 1 West Hig Street, Carlisle PA 17013 0 Penn Valle Road arberth PA 19072 si~Na . E~mF,PR THER THAN REPRESENTATIVE DATE ~ , (~ Manson Law Offices 10 East High Street Cazlisle PA 17013 PLEASE USE ORIGINAL FORM ONLY L 15056041125 Side 1 15056041125 J 15056042126 REV-1500 EX Decedent's Social Security Number 0 1 3 0 9 0 2 1 6 Decedent's Name: WILLIAM E. CLIFFORD RECAPITULATION ........................................ 1. Real estate (Schedule A) 1' 1. 8 2 3 7 1 7. 7 6 2. Stocks and Bonds (Schedule B) .................................. 2• 3. Closely Held Corporation, Partnership or Sole-Proprietorship (Schedule C) ..... 3. • 4. Mortgages & Notes Receivable (Schedule D) ........................ 4. - - 5. Cash, Bank Deposits & Miscellaneous Personal Property (Schedule E) ....... 5. 4 8 2 4. 2 8 6. Jointly Owned Property (Schedule F) ^ Separate Billing Requested ....... 6• 0. 0 0 7. Inter-Vivos Transfers & Miscellaneous N n-Probate Property ~ Separate Billing Requested ....... 7. 1 3 2 0 0 0 0 0 (Schedule G) 8. Total Gross Assets (total Lines 1-7) ............. 8. l 9 6 0 5 4 2 0 4 9. Funeral Expenses & Administrative Costs (Schedule H) ................ 9. 8 8 0 7 1 3 5 10. Debts of Decedent, Mortgage Liabilities, & Liens (Schedule I) ............ 10. • 11. Total Deductions (total Lines 9& 10) ........................... 11. 8 8 0 7 1 3 5 12. Net Value of Estate (Line 8 minus Line 11) ................. 13. Charitable and Governmental Bequests/Sec 9113 Trusts for which an election to tax has not been made (Schedule J) .......... 14. Net Value Subject to Tax (Line 12 minus Line 13) .......... ........ ........ ........ 12. 13. 14. 1 8 7 2 4 7 1 8 7 2 4 7 0 0 6 6 9 9 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 •000 0 0 0 15. 0 0 0 16. Amount of Line xable 1 8 7 2 4 7 0 6 9 8 4 2 6 1 1 8 . 045 at lineal rate X • _ 1 g, 17. Amount of Line 14 taxable 0 0 0 17 0 0 0 at sibling rate X .12 , 18. Amount of Line 14 taxable 0 0 0 18 0 0 0 at collateral rate X .15 , 8 4 2 6 1 1 8 ........................................ 19. Tax Due ........ 19. 20. FILL IN THE OVAL IF YOU ARE REQUESTING A REFUND OF AN OVERPAYMENT ^ Side 2 L 15056042126 15056042126 J REV-1500 EX Page 3 File Number Decedent's Complete Address: 21 08 oo8s WILLIAM E. CLIFFORD STREET ADDRESS 1001 HILLSIDE DRIVE CITY STATE CARLISLE P`~' Tax Payments and Credits: 1. Tax Due (Page 2 Line 19) 2. Credits/Payments A. Spousal Poverty Credit B. Prior Payments C. Discount 3. InteresUPenalty if applicable D. Interest E. Penalty ZIP 17013 (1) 84,261.18 80,000.00 4,210.40 Total Credits (A + B + C) (2) 84,210.40 Total InteresUPenalty (D + E) (3) 0.00 4. If Line 2 is greater than Line 1 + Line 3, enter the difference. This is the OVERPAYMENT. Fill in oval on Page 2, Line 20 to request a refund. 5. If Line 1 + Line 3 is greater than Line 2, enter the difference. This is the TAX DUE. A. Enter the interest on the tax due. B. Enter the total of Line 5 + 5A. This is the BALANCE DUE. (4) 0.00 (5) 50.78 (5A) (5B) 50.78 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 : ..................................................................... nate who shall use the property transferred or its income; .............................. desi i ht t th i . . ^ ^ g e r g o b. reta n ^ X ^ 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? ...................................................................................... h? . ^ X^ ........ 3. Did decedent own an 'intrust for' or payable upon death bank account or security at his or her deat . Did decedent own an Individual Retirement Account, annuity, or other non-probate property which 4 . contains a beneficiary designation? ................................................................................................. . ^ ^X 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. §9116 (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 the use of a natural parent, an adoptive parent, or a stepparent of the child is zero (0) percent [72 P.S. §9116(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. §9116(1.2) [72 P.S. §9116(a)(i)]. 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. §9116(a)(1.3)]. Asibling is defined, under Section 9102, as an individual who has at least one parent in common with the decedent, whether by blood or adoption. REV-1503 EX + (6-98) COMMONWEALTH OF PENNSYLVANIA INHERITANCE TAX RETURN RESIDENT DECEDENT SCHEDULE B STOCKS & BONDS ESTATE OF FILE NUMBER WILLIAM E. CLIFFORD 21 08 0088 All property jointly-owned with fight of survivorship must be disclosed on Schedule F. ITEM VALUE AT DATE NUMBER DESCRIPTION OF DEATH 1. 156 Prudential Financial (744320102) @ 96.87 15,111.72 2. Accrued dividend to No. 1 herein 179.00 3. M&T Securities Account [see Valuation attached, File ID 10590.2.M&T] 1,808,427.04 TOTAL (Also enter on line 2, Recapitulation) I $ 1,823,717.76 (If more space is needed, insert additional sheets of the same size) Estate Valuation Date of Death: 12/10/2007 Estate of: William E Clifford Valuation Date: 12/10/2007 Account: 10590.2 Processing Date: 09/04/2008 Report Type: Date of Death Number of Securities: 20 File ID: 10590.2.M&T d/ Div and Int Security Shares P Security Description High/Ask Low/Bid ~,~aa. an or Adjustments Accruals Value ar or 1) 25000 GNMA PASS-THRU X SINGLE FAMILY (36216EKB6) OTC Mat: 10/15/2017 10.000 Fact: 0.01067239 12/10/2007 115.08297 A/B 115.0£32974 307.05 Int: 12/01/2007 to 12/10/2007 0.67 24 2 Int: 11/2007, payable 12/15/2007 . 1 53 Prin: 11/2007, payable 12/15/2007 . 2) 25000 GNMA PASS-THRU X SINGLE FAMILY (36220XK87) OTC Mat: 07/15/2020 9.500 Fact: 0.00123031 12/10/2007 109.60515 A/B 71 109.605150 33. Int: 12/01/2007 to 12/10/2007 0.07 25 0 Int: 11/2007, payable 12/15/2007 . 34 0 Prin: 11/2007, payable 12/15/2007 . 3) 94 ALCATEL-LUCENT (013904305) SPONSORED ADR NYSE 8.20000 12/10/2007 8.09000 H/L 8.145000 765.63 41 168 DPL INC (233293109) NYSE 31.00000 12/10/2007 30.65000 H/L 30.825000 5,178.60 51 200 EXELON CORP (30161N101) NYSE 86.36000 12/10/2007 85.01000 H/L 85.685000 17,137.00 6) 5500 FEDERAL NATL MTG ASSN (313586109) NYSE 12/10/2007 38.28000 36.07000 H/L 37.175000 204,462.50 7) 50 FIRSTENERGY CORP (337932107) NYSE 74.27000 12/10/2007 73.36000 H/L 73.815000 3,690.75 8) 4800 GENERAL ELECTRIC CO (369604103) NYSE 12/10/2007 37.49000 37.05000 H/L 37.270000 178,896.00 91 200 GLAXOSMITHKLINE PLC (37733W105) NYSE 12/10/2007 53.57000 52.95000 H/L 53.260000 10,652.00 Div: 0.53258 Ex: 10/31/2007 Rec: 11/02/2007 Pay: 01/10/2008 106.52 10) 501 OCCIDENTAL PETE CORP DEL (674599105) NYSE 12/10/2007 73.08000 71.58000 H/L 72.330000 36,237.33 Div: 0.25 Ex: 12/06/2007 Rec: 12/10/2007 Pay: 01 /15/2008 125.25 11) 2500 PPL CORD (693517106) NYSE 12/10/2007 54.29000 53.84000 H/L 54.065000 135,162.50 Div: 0.305 Ex: 12/06/2007 Rec: 12/10/2007 Pay: 0 1/01/2008 762.50 Page 1 This report was produced with EstateVal, a product of Estate Valuations & Pricing Systems, Inc. If you have questions, please contact EVP Systems at (818) 313-6300. (Revision 6.4..1) Schedule B, Item 3 (1/2) Estate of: William E Clifford Date of Death: 12/10/2007 Account: 10590.2 Valuation Date: 12/10/2007 Report Type: Date of Death Processing Date: 09/04/2008 Number of Securities: 20 File ID: 10590.2.M&T Shares Security Mean and/or Div and Int Security or Par Description High/Ask Low/Bid Adjustments Accruals Value 12) 73 PEPCO HOLDINGS INC (713291102) NYSE 12/10/2007 29,31000 28.97000 H/L 29.140000 2,127.22 Div: 0.26 Ex: 12/06/2007 Rec: 12/10/2007 Pay: 12/ 31/2007 18.98 13) 15 PIPER JAFFRAY COS (724078100) NYSE 12/10/2007 89,34000 47.23000 H/L 48.285000 724.27 14) 7200 RAYTHEON CO (755111507) COM NEW NYSE 12/10/2007 65.40000 64.61000 H/L 65.005000 468,036.00 15) 600 SOUTHERN CO (842587107) NYSE 12/10/2007 39.35000 38.86000 H/L 39.105000 23,463.00 16) 4000 SUNTRUST BKS INC (867914103) NYSE 12/10/2007 71.55000 69.79000 H/L 70.670000 282,680.00 Div: 0.73 Ex: 11/28/2007 Rec: 11/30/2007 Pay: 12/14/2007 2,920.00 17) 2400 US BANCORP DEL (902973304) COM NEW NYSE 12/10/2007 33.87000 33.02000 H/L 33.995000 80,268.00 181 649 WACHOVIA CORP NEW (929903102) NYSE 12/10/2007 45.14000 43.08000 H/L 44.].10000 28,627.39 Div: 0.64 Ex: 11/28/2007 Rec: 11/30/2007 Pay: 12/17/2007 415.36 19) 10000 WELLS FARGO & CO NEW (9497461 01) NYSE 12/10/2007 32.90000 31.76000 H/L 32.330000 323,300.00 20) 250 PITTSBURGH & W VA RR (7298191 07) ASE 12/07/2007 9.24000 9.21000 H/L 12/11/2007 9.11000 9.11000 H/L 9.'._67500 2,291.88 Div: 0.13 Ex: 12/05/2007 Rec: 12/07/2007 Pay: 12 /28/2007 32.50 Total Value: $1,804,042.70 Total Accrual: $4,384.34 Total: $1,808,427.04 Page 2 This report was produced with EstateVal, a product of Estate Valuations & Pricing Systems, Inc. If you have questions, please contact EVP Systems at (818) 313-6300. (Revision 6.4.1) Schedule B, Item 3 (2/2) REV-1508 EX + (6-98) COMMONWEALTH OF PENNSYLVANIA INHERITANCE TAX RETURN ESTATE OF SCHEDULE E CASH, BANK DEPOSITS, & MISC. PERSONAL PROPERTY FILE NUMBER WILLIAM E. CLIFFORD 21 08 0088 Include the proceeds of litigation and the date the proceeds were received by the estate. All property jointty-owned wrth right of survivorship must be disclosed on Schedule F. ITEM VALUE AT DATE NUMBER DESCRIPTION OF DEATH 1. M&T Bank Checking #9843933939 4,824.28 TOTAL (Also enter on line 5, Recapitulation) I $ (If more space is needed, insert additional sheets of the same size) REV-1510 EX + (6-98) COMMONWEALTH OF PENNSYLVANIA INHERITANCE TAX RETURN ESTATE OF SCHEDULE G INTER-VIVOS TRANSFERS & MISC. NON-PROBATE PROPERTY FILE NUMBER WILLIAM E. CLIFFORD 21 08 0088 This schedule must be completed and filed if the answer to any of questions 1 through 4 on the reverse side of the REV-1500 COVER SHEET is yes. ITEM DESCRIPTION OF PROPERTY INCLUDETHENAMEOFTNETRANSFEREE,THEIRRELATIONSHIPTODECEDENTANO STATE DATE OF DEATH %OFDECD'S EXCLUSION TAXABLE VALUE NUMBER . THE DATE OF TRANSFER. ATTACHACOPYOFTHEDEEDFORREALE VALUE OF ASSET INTEREST (IF APPLICABLE) 1. $12,000 cash gift on 12/6/07 to Jane Clifford, daughter 12,000.00 100. 3,000.00 9,000.00 2 $12,000 cash gift on 12/6/07 to Paul Clifford, son 12,000.00 100. 3,000.00 9,000.00 3 $60,000 gift in 2/07 to Section 529 account fbo 60,000.00 100. 3,000.00 57,000.00 Christine E. Azizkhan, granddaughter 4 $60,000 gift in 2/07 to Section 529 account fbo 60,000.00 100. 3,000.00 57,000.00 Christopher S. Clifford, grandson TOTAL (Also enter on line 7 Recapitulation) ~ $ 132,000.00 (If more space is needed, insert additional sheets of the same size) EV-1511 EX + (12-99) SCHEDULE H COMMONWEALTH OF PENNSYLVANIA FUNERAL EXPENSES & INHERITANCE TAX RETURN ADMINISTRATIVE COSTS RESIDENT DECEDENT ESTATE OF FILE NUMBER WILLIAM E. CLIFFORD 21 08 0088 Debts of decedent must be reported on Schedule I. ITEM NUMBER DESCRIPTION AMOUNT A. FUNERAL EXPENSES: 1. Jane Clifford, reimbursement for funeraUburial expenses 7,494.00 B. ADMINISTRATIVE COSTS: t. Personal Representative's Commissions Name of Personal Representative (s) M&T Bank 50,677.35 Social Security Number(suEIN Number of Personal Representative(s) Street Address 1 West High Street City Carlisle State PA Zip 17013 Year(s) Commission Paid: 2. Attorney Fees Martson Law Offices (estimated) 25,000.00 3, Family Exemption: (If decedents address is not the same as claimants, attach explanation) 3,500.00 Claimant Marie A. Clifford Street Address 1001 Hillside Drive City Carlisle State PA Zip 17013 Relationship of Claimant to Decedent Spouse 4. Probate Fees Register of Wills of Cumberland County 1,135.00 5 Accountants Fees 6. Tax Return Preparer's fees 7. 8 Register of Wills, additional probate fee 50.00 9 Register of Wills, filing fee, inheritance tax return 15.00 10 Cumberland Law Journal, advertising Letters Testamentary 75.00 11 EVP, stock valuation reports 125.00 TOTAL (Also enter on line 9, Recapitulation) I $ gg,071.35 (If more space is needed, insert additional sheets of the same size) REV-1513 EX + (g-00) COMMONWEALTH OF PENNSYLVANIA INHERITANCE TAX RETURN RESIDENT DECEDENT SCHEDULE J BENEFICIARIES ESTATE OF FILE NUMBER WILLIAM E. CLIFFORD 21 08 0088 RELATIONSHIP TO DECEDENT AMOUNT OR SHARE NUMBER NAME AND ADDRESS OF PERSON(S) RECEIVING PROPERTY Do Not List Trustee(s) OF ESTATE I TAXABLE DISTRIBUTIONS [include outri ht spousal distributions, and Vansfers under Sec. 9116 (a~ (1.2)] 1. Jane Clifford Lineal 9,000.00 500 Penn Valley Road Narberth, PA 19072 2 Paul Clifford Lineal 9,000.00 3355 Rocking Horse Circle Encinitas, CA 92024 3 Christine E. Azizkhan Lineal 57,000.00 500 Penn Valley Road Narberth, PA 19072 4 Christopher S. Clifford Lineal 57,000.00 3355 Rocking Horse Circle Encinitas, CA 92024 5 Trust for benefit of Marie A. Clifford Lineal 1,740,470.69 1 West High Street Carlisle, PA 17013 ENTER DOLLAR AMOUNTS FOR DISTRIBUTIONS SHOWN ABOVE ON LINES 15 THROUGH 18, AS APPROPRIA II, NON-TAXABLE DISTRIBUTIONS: A. SPOUSAL DISTRIBUTIONS UNDER SECTION 9113 FOR WHICH AN ELECTION TO TAX IS NOT BEING MADE B1 B. CHARITABLE AND GOVERNMENTAL DISTRIBUTIONS 1 ON REV-1500 COVER SHEET TOTAL OF PART II -ENTER TOTAL NON-TAXABLE DISTRIBUTIONS ON LINE 13 OF REV-1500 COVER SHEET I $ (If more space is needed, insert additional sheets of the same size) REV-1649 EX + (6-98) COMMONWEALTH OF PENNSYLVANIA INHERITANCE TAX RETURN ESTATE OF SCHEDULE O ELECTION UNDER SEC. 9113(A) (SPOUSAL DISTRIBUTIONS) FILE NUMBER WILLIAM E. CLIFFORD 21 08 0088 Do not complete this schedule unless the estate is making the election to tax assets under Section 9113(A) of the Inheritance & Estate Tax Act. If the election applies to more than one trust or similar arrangement, a separate form must be filed for each trust. This election applies to the Trust (marital residual A B By-pass, Unified Credit, etc.). If a trust or similar arrangement meets the requirements of Section 9113(A), and: a. The trust or similar arrangement is listed on Schedule 0, and b. The value of the trust or similar arrangement is entered in whole or in part as an asset on Schedule 0, then the transferor's personal representative may specifically identify the trust (all or a fractional portion or percentage) to be included in the election to have such trust or sim- ilarproperty treated as a taxable transfer in this estate. If less than the entire value of the trust or similar property is included as a taxable transfer on Schedule 0, the personal representative shall be considered to have made the election only as to a fraction of the trust or similar arrangement. The numerator of this fraction is equal to the amount of the trust or similar arrangement included as a taxable asset on Schedule 0. The denominator is equal to the total value of the trust or similar arrangement. Part A: Enter the description and value of all interests, both taxable and non-taxable, regardless of location, which pass to the decedent's nnn.ivinn ennlMO II-1fIG- A cortinn 4t 1A /Al tract nr similar arrangement. Description Assets listed on Schedules B and E (less deductions listed on Schedule H) Value 1,740,020.00 Part A Total $ 1740 020.00 Part B: Enter the descri tion and value of all interests included in Part A for which the Section 91 13 A election to tax is bein made. Description Assets listed on Schedules B and E (less deductions listed on Schedule H) Value 1,740,020.00 Part B Total 1740 020.00 (If more space is needed, insert additional sheets of the same size) pF:\FILES\Clients110590 Clifford110590.2.disctaimer.rev ESTATE OF WILLIAM E. CLIFFORD, DECEASED N0.21-08-0088 DISCLAIMER AND RENUNCIATION To: Jane E. Clifford and Manufacturers and Traders Trust Company Executors of the Estate of William E. Clifford I, MARIE A. CLIFFORD, by her Agent, JANE E. CLIFFORD, appointed in Power of Attorney dated July 17, 2003 (copy attached hereto), hereby exercise the rights granted to me in Chapter 62 of the Probate, Estates and Fiduciaries Code (the "PEF Code"), and I hereby disclaim and renounce any interest to which I may be entitled under Item Three of the Last Will and Testament of William E. Clifford dated October 15, 2003, and under applicable law, to the following assets or proceeds from the sale thereof Probate Assets of Decedent: Date of Death Value 156 shares Prudential Financial @ 96.87 15,1.11.72 Accrued interest to 156 shares Prudential Financial ].79.00 M&T Brokerage Account No. AZD-280600 [see Estate Valuation attached identified as File ID: 10590.2.M&T] 1,808,427.04 M&T Checking Account No. 2675049932 4,824.28 Total Probate Assets of Decedent 1,828,542.04 Decedent's one-half interest in Assets owned jointly with Marie A. Clifford, spouse: 2000 shares Exxon Mobil Corp @ 92.07 [ 184,140.00] 92,070.00 Mellon Account [see Estate Valuation attached identified as File ID: 10590.2.mellon] 75,093.71 Portion of Stifel Nicolaus & Co [see Estate Valuation attached identified as File ID: 10590.2.stifel] 72,916.38 240,080.09 Less portion of above funds used for estate expenses M&T Bank, fee 50,677.35 Martson Law Offices, fee 25,000.00 Administration expenses 1,400.00 Funeral expenses 7,494.00 PA Inheritance Tax 80,050.78 -164,622.13 TOTAL FUNDS DISCLAIMED 1,904,000.00 IN WITNESS WHEREOF, intending to be legally bound hereby and intending that this Disclaimer and Renunciation shall be filed of record in the Office of the Clerk of the Orphans' Court Division of the Court of Common Pleas of Cumberland County, P,e,_n{nsylvania, as provided in Section 6204 of the PEF Code, I have hereunto set my hand and seal this ;~' "~ day of `~~~rnl%~~~ , ._ a~Y -~ ~L~ ~,_ e E. Cli ord, A for arie A. Clifford ~' COMMONWEALTH OF PENNSYLVANIA ss. COUNTY OF ~~-c`a ~~ -citi // ) // On this, the ~ day of ,/J.~~~t~/ , 2008, before me, a Notary Public, the undersigned officer, personally appeared Jane E. Clifford, known to me (or satisfactorily proven) to be the person whose name is subscnbed as agent for Marie A. Clifford, and acknowledged that she executed the same as the free act of her principal for the purposes ther contained. r. ~ ~~ ~ ~ ~ Not Publi cwE~Tr+ of PE~sr~y~ NOTARIAL SEAL OYANNE J. GLASS, Notary Pubic t ~~ Ctq, d PhNadelphia, PMk. Cou+h I ConaniMion Nov~embar 2, 2010 E\F[LES\DATAFILE~Estaze Planning\10590-w.poa POWER OF ATTORNEY MARIE A. CLIFFORD to WILLIAM E. CLIFFORD or JANE E. CLIFFORD C OO I~e~' NOTICE THE PURPOSE OF THIS POWER OFATTORNEYIS TO GIVE THE PERSON YOU DESIGNATE(YOUR "AGENT')BROADPOWERSTOHANDLEYOURPROPERTY, WHICH MAY INCLUDE POWERS TO SELL OR OTHERWISE DISPOSE OF ANY REAL OR PERSONAL PROPERTY WITHOUTADVANCE NOTICE TO YOUOR APPROVAL BY YOU. THIS POWER OFATTORNEYDOES NOT IMPOSE A DUTY ON YOUR AGENT TO EXERCISE GRANTED POWERS, BUT WHENPOWERSARE EXERCISED, YOUR AGENT MUST USEDUE CARE TOACT FOR YOUR BENEFITAND INACCORDANCE WITHTHIS POWER OF ATTORNEY. YOURAGENTMAYEXERCISE THEPOWERS GIVENHERE THROUGHOUT YOUR LIFETIME, EVENAFTER YOUBECOME INCAPACITATED, UNLESS YOUEXPRESSLY LIMIT THE D URATION OF THESE POWERS OR YOU REVOKE THESE POWERS OR A COURT ACTING ON YOUR BEHALF TERMINATES YOUR AGENT'S AUTHORITY. YOUR AGENT MUST KEEP YOUR FUNDS SEPARATE FROM YOUR AGENT'S FUNDS. A COURT CAN TAKE A WA Y THE POWERS OF YOUR AGENT IF IT FINDS YOUR AGENT IS NOT ACTING PROPERLY. THE POWERS A;VD DUTIES OF AN AGE~YT UNDER A POWER OF ATTORNEY ARE EXPLAINED ,MORE FULL Y LV THE PENNSYLVANIA PROBATE, ESTATES AND FIDUCIARIES CODE, 20 PA. C.S. CHAPTER 56. IF THERE ISANYTHINGABOUT THIS FORIbt THAT YOUDO NOT G~VDERSTAND, Y'DUSHOL'LD ASKA LAWYER OF YOUR OW,V CHOOSING TO F.XPLALV IT TO YOLK I HA VE READ OR HAD EXPLAINED TO ~1~IE THIS NOTICF. A.ti'D I U~'V'DERSTAND ITS CONTENTS. Date: ,'.~ r9 ~"~ %' , ~~~ , .~ ~ ~ Mane A. Clifford Exhibit fo1Disclaimer I, MARIE A. CLIFFORD, of 1001 Hillside Drive, Carlisle, PA, 17013, hereby revoke any general power of attorney that I have heretofore given to any person and do hereby appoint WILLIAM E. CLIFFORD, of 1001 Hillside Drive, Carlisle, PA, 17013, or in the event he is unable or unwilling to so act, I appoint my daughter, JANE E. CLIFFORD, of 500 Penn Valley Road, Narberth, PA, 19072, as my agent ("my agent") with full power of substitution, for me and in my name, to transact all my business and to manage all my property and affairs as I might do if personally present, including but not limited to exercising the following powers. Durable Power of Attorney This power of attorney shall not be affected by my subsequent disability or incapacity. All acts done by my agent pursuant to this power during any period of my disability or incapacity shall have the same effect and enure to my benefit and bind me and my successors in interest as if I were competent and not disabled. Powers of Agent I hereby empower my agent to do any or all of the following, each of which is fully defined and explained in Section 5603 of the Pennsylvania Probate, Estates and Fiduciaries Code, 20 Pa. C.S. § 5603, to include, without limitation, all amplification of such powers as specified therein: To make gifts for and on behalf of myself to any donees (including my agent) and in such amounts as my agent may decide. [General gift power.] In addition to the gifts authorized above, a gift made pursuant to such power maybe for the tuition or medical care of any permissible donee to the extent that the gift is excluded from the federal gift tax as a qualified transfer. My agent may consent, pursuant to the Internal Revenue Code, to the splitting of gifts made by my spouse to my issue or a spouse of my issue in any amount and to the splitting of gifts made by my spouse to any other person in amounts not exceeding the aggregate annual gift tax exclusion for both myself and my spouse under the Internal Revenue Code. 2. To create a trust for my benefit. 3. To make additions to an existing trust for my benefit. 4. To claim an elective share of the estate of my deceased spouse. 5. To disclaim any interest in property. 6. To renounce fiduciary positions. 7. To withdraw and receive the income or corpus of a trust. -2- 8. To authorize my admission to a medical, nursing, residential or similar facility and to enter into agreements for my care. 9. To authorize medical and surgical procedures. 10. To engage in real property transactions. 11. To engage in tangible personal property transactions. 12. To engage in stock, bond and other securities transactions. 13. To engage in commodity and option transactions. 14. To engage in banking and financial transactions. 15. To borrow money. 16. To enter safe deposit boxes. " 17. To engage in insurance transactions. 18. To engage in retirement plan transactions. 19. To handle interests in estates and trusts. 20. To pursue claims and litigation. 21. To receive government benefits. 22. To pursue tax matters. 23. To make an anatomical gift of all or part of my body. 24. To do all other things which my agent shall deem necessary and proper in order to carry out the foregoing powers which shall be construed as broadly as possible. Reliance on Power This power maybe accepted and relied upon by anyone to whom it is presented until such person either receives written notice of revocation by me or a guardian or similar fiduciary of my estate or has actual knowledge of my death. Hold Harmless x111 actions of my agent shall bind me and my heirs, distributees, legal representatives, successors and assigns, and for the purpose of inducing anyone to act in accordance with the powers I have granted herein, I hereby represent, warrant and agree that if this power of attorney is -3- terminated or amended for any reason, I and my heirs, distributees, legal representatives, successors and assigns will hold such party or parties harmless from any loss suffered or liability incurred by such party or parties while acting in accordance with this power prior to that party's receipt of written notice of any such termination or amendment. Pennsylvania Law Governs Questions pertaining to the validity, construction and powers created under this instrument shall be determined in accordance with the laws of the Commonwealth of Pennsylvania. Signed this ~~ day of ~j , 200:3. WITNESS: / // .~ t : i C~Ls'4-l!~ c~ Marie A. Clifford Social Security No.: U 3v o3 .may' f"~l COMMONWEALTH OF PENNSYLVANIA COUNTY OF CUMBERLAND SS. On this, the / 7 ~`' day of - _, 2003, before, me, the undersigned officer; personally appeared Marie . Cli ord, Principal, the person whose name is subscribed to the within instrument, and acknowledged that she executed the same for the purposes therein contained. IN WITNESS WHEREOF, I hereunto set my hand and official seal. `~- ~ (SEAL) No ary Public NOTARIAL CORRINE L. MYERS, NOTARY PUBLIC CARLISLE BORO, COUNTY OF CUMBERLAND MY COP~IMISSiON EXPIRES ^AAY 27, 2007 -4- ACKNOWLEDGMENT BY AGENT I, JANE E. CLIFFORD, HAVE READ THE ATTACHED POWER OF ATTORNEY AND AM THE PERSON IDENTIFIED AS THE AGENT FOR THE PRINCIPAL. I HEREBY ACKNOWLEDGE THAT IN THE ABSENCE OF A SPECIFIC PROVISION TO THE CONTRARY IN THE POWER OF ATTORNEY OR IN THE PENNSYLVANIA PROBATE, ESTATES AND FIDUCIARIES CODE, 20 PA. C.S.1O1, ET. SEQ., WHEN I ACT AS AGENT: 1. I SHALL EXERCISE THE POWERS FOR THE BENEFIT OF THE PRINCIPAL. 2. I SHALL KEEP THE ASSETS OF THE PRINCIPAL SEPARATE FROM MY ASSETS. 3. I SHALL EXERCISE REASONABLE CAUTION AND PRUDENCE. 4. I SHALL KEEP A FULL AND ACCURATE RECORD OF ALL ACTIONS, RECEIPTS AND DISBURSEMENTS ON BEHALF OF THE PRINCIPAL. Date: ~ ~'~ l ' / 7 ?~ ~1~~' .~ J E. Cliffor , ~ t COMMONWEALTH OF PENNSYLVANIA COUNTY OF CUMBERLAND SS. On this, the ~ day of _, 2003, before, me, the undersigned officer, personally appeared Jane Cli~ ent the erson w g p hose name is subscribed to the within instrument, and acknowledged that she executed the same for the purposes therein contained. IN WITNESS WHEREOF, I hereunto set my hand and official seal. (SEAL) No ary Public J NOTARIAL SEAL CORRINE L. MYERS, NOTARY PUBLIC CARLISLE BORO, COUNTY OF CI!MBERLANO MY COMMISSION EXPIRES "~1AY 27, 2007 -6- Estate Valuation Date of Death: 1 2/10/2007 Es tate of: William E Clifford Valuation Date: 1 2/10/2007 Account: 10590.2 Report Type: Date of Death Processing Date: 0 9/09/2008 Number of Securities: 20 File ID: 10590.2.M&T Sha res Security Mean <3nd/or Div and Int Security or Par Description High/Ask Low/Bid Adjustments Accruals Value 1) 25000 GNMA PASS-THRU X SINGLE FAMILY (36218EKB6) OTC Mat: 10/15/2017 10.000 Fact: 0.01067239 12/10/2007 115.08297 A/B 115.J82974 307.05 Int: 12/01/2007 to 12/10/2007 0.67 Int: 11/2007, payable 12/15/2007 2.24 Prin: 11/2007, payable 12/15/2007 1.53 2) 25000 GNMA PASS-THRU X SINGLE FAMILY (36220XK8?) OTC Mat: 07/15/2020 9.5008 Fact: 0.00123031 12/10/2007 109.60515 A/B 109.605150 33.71 Int: 12/01/2007 to 12/10/2007 0.07 Int: 11/2007, payable 12/15/2007 0.25 Prin: 11/2007, payable 12/15/2007 0.34 3) 94 ALCATEL-LUCENT (013904305) SPONSORED ADR NYSE 12/10/2007 8.20000 8.09000 H/L 8.145000 765.63 4) 166 DPL INC (233293109) NYSE 12/10/2007 31.00000 30.65000 H/L 30.825000 5,178.60 5) 200 EXELON CORP (30161N101) NYSE 12/10/2007 86.36000 85.01000 H/L 85.685000 17,137.00 6) 5500 FEDERAL NATL MTG ASSN 1313586109) NYSE 12/10/2007 38.28000 36.07000 H/L 37.175000 204,462.50 7) 50 FIRSTENERGY CORP (337932107) NYSE 12/10/2007 74.27000 73.36000 H/L 73.815000 3,690.75 8) 4800 GENERAL ELECTRIC CO (369604103) NYSE 12/10/2007 37.49000 37.05000 H/L 37.270000 178,896.00 9) 200 GLAXOSMITHKLINE PLC (37733W105) NYSE 12/10/2007 53.57000 52.95000 H/L 53.260000 10,652.00 Div: 0.53258 Ex: 10/31/2007 Rec: 11/02/2007 Pay: 01/10/2008 106.52 10) 501 OCCIDENTAL PETE CORP DEL (674599105) NYSE 12/10/2007 73.08000 71.58000 H/L 72.330000 36,237.33 Div: 0.25 Ex: 12/06/2007 Rec: 12/10/2007 Pay: 01/15/2008 125.25 111 2500 PPL CORP 1693517106) NYSE 12/10/2007 54.29000 53.84000 H/L 54.065000 135,162.50 Div: 0.305 Ex: 12/06/2007 Rec: 12/10/2007 Pay: 01/01/2008 762.50 Page 1 This report was produced with EstateVal, a product of Estate Valuations & Pricing Systems, Inc. If you have questions, please contact EVP Systems at (816) 313-6300. (Revision 6.4.1) Exhibit to Disclaimer Estate of: William E Clifford Date o f Death: 12/10/2007 Account: 10590.2 Valuat ion Date: 12/10/2007 Report Type: Date of Death Proces sing Date: 09/04/2008 Number of Securities: 20 File ID: 10590.2.M&T Shares Security Mean and/or Div and Int Security or Par Description High/Ask Low/Bid Adjustments Accruals Value 12) 73 PEPCO HOLDINGS INC (713291102) NYSE 12/10/2007 29.31000 28.97000 H/L 29.140000 2,127.22 Div: 0.26 Ex: 12/06/2007 Rec: 12/10/2007 Pay: 12/ 31/2007 18.98 13) 15 PIPER JAFFRAY COS (724078100) NYSE 12/10/2007 49.34000 47.23000 H/L 48.285000 724.27 14) 7200 RAYTHEON CO (755111507) COM NEW NYSE 12/10/2007 65.40000 64.61000 H/L 65.005000 468,036.00 15) 600 SOUTHERN CO (842587107) NYSE 12/10/2007 39.35000 38.86000 H/L 39.105000 23,463.00 16) 4000 SUNTRUST BKS INC (867914103) NYSE 12/10/2007 71.55000 69.79000 H/L 70.670000 282,680.00 Div: 0.73 Ex: 11/28/2007 Rec: 11/30/2007 Pay: 12/14/2007 2,920.00 17) 2400 US BANCORP DEL (902973304) COM NEW NYSE 12/10/2007 33.87000 33.02000 H/L 33.445000 80,268.00 18) 649 WACHOVIA CORP NEW (929903102) NYSE 12/10/2007 45.14000 43.08000 H/L 44.110000 28,627.39 Div: 0.64 Ex: 11/28/2007 Rec: 11/30/2007 Pay: 12/17/2007 415.36 19) 10000 WELLS FARGO & CO NEW (949746101) NYSE 12/10/2007 32.90000 31.76000 H/L 32.330000 323,300.00 20) 250 PITTSBURGH & W VA RR (724819107) ASE 12/07/2007 9.24000 9.21000 H/L 12/11/2007 9.11000 9.11000 H/L 9.167500 2,291.88 Div: 0.13 Ex: 12/05/2007 Rec: 12/07/2007 Pay: 12/28/2007 32.50 Tot al Value: $1,804,042.70 Total Accrual: $4,389.34 Total: $1,608,427.04 Page 2 This report was produced with EstateVal, a product of Estate Valuations & Pricing SystF~ms, inc. If you have questions, please contact EVP Systems at (818) 313-6300. (Revision 6.4.1) Estate Valuation Date of Death: 12/10/2007 Estate of: William E. Clifford Valuation Date: 12/10/2007 Account: Mellon Processing Date: 09/04/2008 Report Type: Date of Death Number of Securities: 5 File ID: 10590.2.mellon Shares Security Mean and/or Div and Int Security or Par Description High/Ask Low/Bid Adjustments Accruals Value 1) 249 ALCATEL-LUCENT (013904305; ALU) SPONSORED ADR NYSE 12/10/2007 8.20000 8.09000 H/L 8.145000 2,028.10 2) 100 TERADATA CORD DEL 188076W103; TDC) COM NYSE 12/10/2007 26.86000 26.44000 H/L 2fi.650000 2,665.00 3) 1850 JPMORGAN & CHASE & CO (46625H100; JPM) COM NYSE 12/10/2007 47.87000 46.55000 H/L 47.210000 87,338.50 4) 100 NCR CORP NEW (62886E108; NCR) COM NYSE 12/10/2007 25.33000 24.31000 H/L 24.820000 2,482.00 5) 1465 VODAFONE GROUP PLC NEW (92857W209; VOD) SPONS ADR NEW NYSE 12/10/2007 37.70000 37.33000 H/L 37.515000 54,959.47 Div: 0.48761 Ex: 11/20/2007 Rec: 11/23/2007 Pay: 02/01/2008 714.35 Total Value: $149,473.07 Total Accrual: $714.35 Total: $150,187.42 Page 1 Th;s report •.vas produced with EstateVal, a product of Estate Valuations & Pricing Systems, Inc. If you have questicns, please contact EVP Systems at 1818) 313-6300. (Revision 6.4.1) Exhibit to Disclaimer Estate Valuation Date of Death: 12/10/2007 Valuation Date: 12/10/2007 Processing Date: 09/04/2008 Shares Security or Par Description 1) 71 SPDR GOLD TRUST (863307104; GLD) GOLD SHS Pacific 12/10/2007 2) 137 ISHAAES INC (464286400; EWZ) MSCI BRAZIL Pacific 12/10/2007 3) 93 ISHARES INC 1464286772; EWY) MSCI S KOREA Pacific 12/10/2007 4) 184 ISHARES INC (92923H608; EWG) MSCI GERMAN Pacific 12/10/2007 5) 51 ISHARES TR (464287176; TIP) US TIPS BD FD Pacific 12/10/2007 6) 159 ISHARES TR (464287242; LQD) IBOXX INV CPBD Pacific . 12/10/2007 7) 304 ISHARES TR (464287908; IVE) S&P 500 VALUE Pacific 12/10/2007 8) 47 ISHARES TA (464287432; TLT) 20+ YR TRS BD Pacific 12/10/2007 9) 62 ISHARES TR (464287440; IEFI 7-10 YR TRS BD Pacific 12/10/2007 10) 128 ISHAAES TR (464287457; SITYI 1-3 YR TRS BD Pacific 12/10/2007 11) i48 ZSHARES iR (464287705; IJJ) S&P MZDCP VRLU Pacific 12/10/2007 12) 30 ISHARES TR (HYG) HIGH YLD CCRP ASE 80.30000 79.13000 H/L 79.715000 5,659.77 85.96000 84.59000 H/L 85.275000 11,682.68 67.94000 67.29000 H/L 67.615000 6,288.19 36.58000 36.31000 H/L 36.445000 6,705.88 104.50000 103.99000 H/L 104.245000 5,316.49 104.56000 103.92000 H/L 104.290000 16,574.16 80.50160 79.61000 H/L 80.055800 24,336.96 91.69000 90.75000 H/L 91.220000 4,287.34 86.47000 85.93000 H/L 86.200000 5,344.40 82.21000 82.07000 H/L 82.140000 10,513.92 83.73000 82.77720 H/L 83 .:?53600 12,321.53 12;10/2007 101.69000 100.73000 H/L 101.7.85000 3,035.55 Page 1 This report was produced with EstateVal, a product of Estate Valuations & Pricing Systems, Inc. If you have questions, please contact EVP Systems at (818) 313-6300. (Revision 6.9.1) Exhibit to Disclaimer High/Ask Low/Bid Estate of: William E. Clifford Account: 10590.2 Report Type: Date of Death Number of Securities: 15 File ID: 10590.2.stifel Mear., and/or Div and Int Security Adiustments Accruals Value Date of Death: 12/10/2007 Valuation Date: 12/10/2007 Processing Date: 09/04/2008 Shares cz Paz 13) 14 15) Security Description Estate of: William E. Clifford Account: 10590.2 Aeport Type: Date of Death number of Securities: 15 Fiie ID: 10590.2.stifel Kean and/or Div and Int Security High/Ask Low/Bid Adjustments Accruals Value 283 ISHARES TR 1464288885; EFG) MSCI GRW IDX Pacific 12/10/2007 82.09000 81.10000 H/L 81.595000 291 cGn~~ ~ ~ MID ~p C~VIH 66.35 65.92 NYSE 66 135 01/27/2006 . Gast price available on 01/27/2006 873 VANGUARD INDEX FDS IWG) GROWTH ETF ASE 12/10/2007 66.46000 65.95000 H/L E~6.205000 Total Value: Total Accrual: Total: $212,2UU.eJ9 23,091.38 19,245.28 57,796.96 212,200.49 50.00 aqe ,. ..:_s _:Fc._ ,.~s :,iice3 •,~ r _tata':a1, a r ~ . __ vim; .-.S _. .S, Y r3,e ar.:'_ac VP45ys ,TS at t~.d; ?~_ 61 ~. ?.cvi,_c.. E. ,,~) ~ - ..~,.,_ - F:`FILES~DATAFILE1Etuie Planning110590•h.will LAST WILL AND TESTAMENT I, WILLIAM E. CLIFFORD, of the Borough of Carlisle, Cumberland County, Pennsylvania, being of sound and disposing mind and memory, do hereby make, publish and declare this to be my Last Will and Testament, hereby revoking any and all former Wills or Codicils by me made. ITEM ONE I direct that all my legally enforceable debts, funeral expenses, testamentary expenses and all inheritance taxes shall be paid to the extent possible from the assets held or passing under ITEM FIVE hereof as soon as practicable after my decease and as part of the administration of my estate. ITEM TWO In the event my spouse shall predecease or fail to survive me by thirty (30) days, then I give such items of personalty as are itemized in a certain list attached hereto to the persons named thereon, which list is signed and dated by me at the end thereof. ITEM THREE If my spouse, MARIE A. CLIFFORD, is living thirty (30) days after my death, then I give, devise and bequeath all of my estate, both real and personal property, unto my said spouse, absolutely. If my said spouse does not so survive me, then I give, devise and bequeath all the rest, residue and remainder of my estate, both real and personal property, unto my Trustee to be held or distributed by such Trustee under ITEM FIVE hereof. ITEM FOUR In the event my said spouse shall disclaim all or any portion of any devise or bequest made to my spouse under the foregoing ITEM THREE, then the amount otherwise payable shall be held by my Trustee under ITEM FIVE hereof. For purposes of the Trust established under ITEM FIVE hereof, my said spouse shall not be deemed to have predeceased me by virtue of my said spouse's exercise of the right to disclaim set forth herein. ~~V_~ [Initials] Page 1 of 7 Pages ITEM FIVE RESIDUARY AND DISCLAIlVIER TRUST IViy Trustee shall hold the assets received under ITEMS THREE and FOUR hereof, if any, for the following purposes: A. My Trustee shall pay the net income, at least quarter-annually, to my spouse, l~iARIE A. CLIFFORD, for life. In addition, my Trustee in my Trustee's sole discretion, may invade the principal of the Trust for the proper and adequate support of my said spouse. B. My Trustee shall further pay to my said spouse, annually, such sum from the principal of the Trust as my said spouse may request in writing, provided, however, that said sum may not exceed the greater of Five Thousand Dollars ($5,000.00) or five percent (S%) of the aggregate value, at the time of said request, of the principal of the Trust hereunder. C. Upon the death of my said spouse, or upon my death if my spouse shall not survive me by thirty (30) days, my Trustee shall distribute the principal of the Trust to my children, PAUL H. CLIFFORD and JANE E. CLIFFORD, in equal shares, absolutely. D. In the event that either of my said children shall fail to survive my spouse and me, but shall leave issue surviving, then such deceased child's share shall be held by my Trustee and the net income therefrom shall be used for the support, maintenance and education of the issue of such deceased child. My Trustee shall use as much of the principal as it shall deem desirable for said purposes. My Trustee shall distribute absolutely the principal of such share of such deceased child to the issue of such deceased child per stirpes as each shall attain the age oftwenty-five (25) years. Iii the event that either of my said children shall fail to survive my spouse and me and not leave issue surviving, then such deceased child's share shall be added to the shares of my other said child as if originally a part thereof. ITEM SLY PO`S'ERS OF EXECUTORS AND TRUSTEES In addition to the powers conferred by case law, by statute, and by other provisions hereof, my Executors and Trustees and their successors, shall have the follo~~ing discretionary powers G~~u~~-- [Initials] Page 2 of 7 Pages applicable to all property held by them which powers shall be effective without order of any court and shall exist until final distribution. A. To retain any property of any nature received by them for whatever period they shall deem advisable; B. To invest and reinvest all or any part of said property in such stocks, bonds, common trust funds, securities, accounts, certificates of deposit (including, but not limited to, stocks, bonds, common trust funds, securities, accounts or certificates of deposit of the Trustee) or other property, real or personal, as in their discretion they shall deem proper, without regard to statutes limiting the property which a fiduciary may purchase; C. To sell, transfer, exchange or otherwise dispose of, any part of said property, for cash or on terms, publicly or privately, or to lease, even for a term exceeding five (5) years or the duration of any trust herein, without liability on the purchasers or lessees to see to the application of the proceeds, and to give options for these purchases without the obligation to repudiate them in favor of a higher offer; D. To execute and deliver any deeds, leases, assignments or other instruments as may be necessary to carry out the provisions of any trust hereunder; E. To borrow money, including the right to borrow money from any bank and to mortgage or pledge any asset of the estate as security; F. To assume continuance of the status of any beneficiary with regard to death, marriage, divorce, illness, incapacity and the like in the absence of information deemed reliable without liability for disbursements made on such assumption; G. To pay from the trust, or the income therefrom, all debts or claims against my estate, or any taxes or similar charges on my estate; H. To make any distribution hereunder either in kind or in money, or partially in kind and partially in money. Distribution in kind shall be made at the market value of the property distributed, and my Trustee, in my Trustee's absolute discretion, may cause the share distributed to any distributee to be composed of property similar to or different from that distributed to any other distributee; ~~~~ [Initials] Page 3 of 7 Pages I. To exercise any subscription right in connection with any security held hereunder, to consent to or participate in any recapitalization, reorganization, consolidation or merger of any corporation, company or association, the securities of which may be held hereunder, to delegate authority with respect thereto, to deposit investments under agreements„ to pay assessments, and generally to exercise all rights of investors; J. To invest in endowment, insurance or annuity policies on the lives of beneficiaries of any trust hereunder; K. To continue in any partnership, joint venture, joint ownership or other business enterprise of which I am a part at the time of my death; L. To compromise claims; M. To continue for whatever period of time as they shall deem necessary any ownership as a tenant in common or as a partner, in real estate or other property and to act as I could have done had I been living; N. To lend money to my estate or to any trust created hereunder or to purchase from the estate or from any trust created hereunder, at the market value thereof at the time of purchase, any securities or other property tendered to them by my estate or any trust created hereunder at any time and from time to time within a period of nine (9) months after my death; O. In the event that any amounts are payable hereunder or under any trust created hereunder to a minor, or to a person otherwise under legal disability, or to a person not adjudicated to be an incapacitated person, but who, by reason of illness or mental or physical disability is, in the opinion of the fiduciary(ies) hereunder, unable to properly administer such amounts, such amounts may be paid by the fiduciary(ies) hereunder in his, her or their sole discretion in any of the following ways as he, she or they may deem best: 1. Directly to such beneficiary; 2. To a legally appointed guardian of such beneficiary for the benefit of such beneficiary; 3. To a person having custody of such beneficiary for the benefit of such beneficiary; -^ i~~-Cam---- [Initials] Page 4 of 7 Pages 4. By the fiduciary(ies) hereunder using such amounts directly to the benefit of such beneficiary. Evidence of the application of payment of an amount in such a manner shall be a full and complete discharge of the fiduciary(ies) hereunder to the extent of such payment or application. This paragraph shall be applicable to payments of income as well as principal. P. To employ agents, attorneys and proxies and to delegate 'to them such power as my personal representatives and Trustees consider desirable and to pay reasonable compensation for such services as maybe rendered by such agents, attorneys and proxies; Q. To conduct an inventory of any safe deposit box necessary to the administration of my estate. R. To do all other acts in their judgment necessary or desirable for the proper management, investment and distribution of my Estate. ITEM SEVEN PROTECTIVE PROVISIONS All income or principal held for the use and benefit of the beneficiaries of any trust hereunder shall not be in any way or manner subject to anticipation, assignment, pledge, sale or transfer, nor shall any such interest, while in the possession of my Trustee, be liable for or subject to the debts, contracts, obligations, liabilities or torts of any beneficiary, or to attachments, executions or sequestrations under process of law. ITEM EIGHT APPOINTMENT OF EXECUTORS AND TRUSTEES I nominate, constitute and appoint MANUFACTURERS AND TRADERS TRUST COMPANY, a New York banking corporation, of Carlisle, Pennsylvania, and my spouse, MARIE A. CLIFFORD, as Executors of my estate. In the event that my said spouse shall predecease me or fail to act as Executrix, then I appoint my daughter, JANE E. CLIFFORD, to act in her stead. In the event that both my spouse and my daughter shall predecease me or fail to act or continue to act as Executors, then TVIANL?FACTURERS AND TRADERS TRUST COMPANY, shall act as sole Executor. [Initials] Page 5 of 7 Pages I nominate, constitute and appoint MANUFACTURERS AND TRADERS TRUST COMPANY, a New York banking corporation, of Carlisle, Pennsylvania, and my spouse, MARIE A. CLIFFORD, as Trustees of any trust created hereunder. In the event that my said spouse shall predecease me or fail to act as Tnistee, then I appoint my daughter, JANE E. CLIFFORD, to act in her stead. In the event that both my spouse and my daughter shall predecease me or fail to act or continue to act as Trustee, then :MANUFACTURERS AND TRADERS TRUST CO'~IPANY, shall act as sole Trustee. A majority of all income beneficiaries of the trust or trusts created under this Will may from time to time remove any corporate trustee then acting for reasonable cause and substitute another corporate trustee; provided, however, that such successor corporate trustee shall not be a related or subordinate to any one or more of the beneficiaries hereunder within the meaning of Internal Revenue Code §672(c) or successor provisions. When the removed corporate trustee has received written notice of its removal and has been notified in writing by its successor corporate trustee of the tatter's acceptance, the removed corporate trustee shall surrender all books, records, and assets in its possession comprising any portion of the trust or relating to the tnzst. In no event shall the removed corporate trustee charge a "termination fee" based on a percentage of trust assets as a result of such removal but shall be entitled only to charge such fee as fairly represents the cost of any accounting required by the beneficiaries or successor corporate trustee as part of such removal and substitution. The removed corporate trustee shall not be relieved of liability until its successor has qualified and the removed trustee's accounting, if applicable, has been settled or the beneficiaries and successor corporate trustee have otherwise accepted an account stated in lieu of a formal accounting. As used in this paragraph, the term "reasonable cause" includes, but is not limited to: (1) poor investment performance, (2) the removal of all current income beneficiaries from the state in which the corporate trustee is licensed to conduct business as a corporate trustee, (3) inattention to the reasonable needs of the beneficiaries, (4) lack of communication between trustee and beneficiaries, (5) inaccurate or unclear transaction statements or statements of account, (6) conflicts between the corporate trustee and the beneficiaries, (7) merger, acquisition or deteriorating financial condition of the corporate trustee, or (8) high turnover of account officers assigned to any trust under this Will. G i~J~.~' [Initials] Page 6 of 7 Pages ITEM NINE WAIVER OF BOND I direct that my Executors and Trustees, and their successors, shall not be required to file any bond in any jurisdiction to secure the faithful performance of their duties, nor shall they be required to obtain any order or approval of any court for the exercise of any power. or discretion set forth in this Will. 5~., IN `FITNESS WHEREOF I have hereunto set my hand and seal this ~~ day of C~~ ~~ , 2003. , ~ (SEAL) illiam E. Clifford SIGNED, SEALED, PUBLISHED AND DECLARED by the above-named Testator, as and for his Last Will and Testament, in the presence of us, who at his request, have hereunto subscribed our am s i esses thereto, in the presence of the said Testator and of each other. ~ ,,~% ,~ . '/G CLf ~,L c/r ~~1.1 L COMMONWEALTH OF PENNSYLVANIA ) SS. COUNTY OF CUMBERLAND ) i We, William E. Clifford, No V. Otto III, and ~i~ ~vz~« ~ - 'G ~~ , the Testator and the witnesses, respectively, whose names are signed to the foregoing instrument, being first duly sworn, do hereby declare to the undersigned authority that the Testator signed and executed the instrument as his last Will and that the Testator has signed willingly, and that the Testator executed it as his free and voluntary act for the purposes therein expressed, and that each of the witnesses, in the presence and hearing of the Testator, signed the Will as a witness and that to the best ofhis/her knowledge the Testator was at that time eighteen years of age or older, of sound mind and under no constraint or undue influence. Witness l William~E~Clifford., Test/a/tor Witness Subscribed, sworn to and acknowledged before me by /William E. Clifford, the Testator, and subscribed and sworn to before me by I o V. Otto III and V l~~-D rca„ ~- ~ D-~-fZ~ , the witnesses, this l5r'~day of 9~$~- , 2003. NOTARIAL SEAL CORRINE L. MYERS, NOTARY PUBLIC CARLISLE BQRt?. COUNTY OF CUMBERLAND MY COMMISSION EXPIRES MAY 27, 2007 No ublic Page 7 of 7 Pages