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HomeMy WebLinkAbout06-23-09 (2) REV-1500 EX (O6-OS) PA Department of Revenue Bureau of Individual Taxes Po box 26osot Hardsburg, PA 11128-0601 15056051058 INHERITANCE TAX RETURN RESIDENT DECEDENT Social Security Number : Decedent's Last Name Date of Death 09/24/2008 _-._ _. Suffix _... LANDIS _.__ _.. (If Applicable) Enter Surviving Spouse's Information Below Spouse's Last Name Suffix LANDIS - _- _ _ . Spouse's Social Seadty Number OFFICIAL USE ONLY County Code Year File Number 02/ D$ /~~~' , Date of Birth ' 08/18/1925 Decedent's First Name MILLARD MI W Spouse's First Name MI ,MARTHA '',M'', ', THIS RETURN MUST BE FILED IN DUPLICATE WITH THE REGISTER OF WILLS FILL IN APPROPRIATE OVALS BELOW Cl~ 1. Original Retum p 2. Supplemental Retum t 3. Remainder Retum (tlate of death prior to 12-13-82) O 4. Limited Estate C.= 4a. Future Interest Compromise (date of (~ 5. Federal Estate Tax Retum Required death after 12-12-82) Ott 6. Decedent Died Testate ~ 7. Decedent Maintained a Living Trust 8. Total Number of Safe Deposit boxes (Attach Copy of Will) (Attach Copy of Trust) ® 9. LBigatlon Proceeds Received C1 10. Spousal Poverty Credit (date of death C:~ 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 _. _.., Daytlme Telephone Number j Taylor P Andrews, Esq _ _ _ (717) 243-0123 _ _ __ Finn Name (If Applicable) Andrews and Johnson First line of address 78 W. Pomfret St Second line of address CltvorPostOffice Carlisle Correspondent's e-mail address: _ Under panaabs of pequry 1 declare that I ht it Is true, mrrect end comWete. Declaration 813 W REGISTER OF WILLS USE ONLY i RECORDED OFFICE OF REGISTER OF WILLS 2009 JiJNE 23 CLERK OF ORPHANS'COURT CUMBERLAND CO., PA d this realm, in other than the 113 REPRESENTATIVE PA 17013 State PA Side 1 L 15056051058 ZIP Code !. DATE FILED 17013 schedules and a 3 Is based on all ntl to the beat of my kr of which preparer has ~- 1 J ~~ 15056052059 REV-1500 EX Decedent's Social Secudry Number Decedent's Neme: MILLARD W LANDIS ''.. RECAPITULATION 1. Real estate (Schedule A) ............................................. L : 0.00.- 2. Stocks and Bonds (Schedule B) .................................... ... 2. '. 0.00 3. Closely Held Corporetion, Partnership or Sole-Proprietorship (Schedule C) .. ... 3. '.. 0.00 4. Mortgages & Notes Receivable (Schedule D) .......................... ... 4. ' 0.00 ', 5. Cash, Bank Deposits & Miscellaneous Personal Property (Schedule E) ..... ... 5. '.. 0.00 ', 6. Jointly Owned Property (Schedule F) O Separete Billing Requested ..... .. 6. '.. 18,335.32 '. 7. Inter-Vivos Transfers 8 Miscellaneous Non-Probate Property ..,.,.._.._ ..,_, ........._ ....._ ...__.._.._~_ .__.._._ ._._i (Schedule G) O Separate Billing Requested...... .. 7. 992,175.76 ', 8. Total Gross Assets (total Lines 1-7) ...................... .. ........ B. ''., 1,010,511.08 '. 9. Funeral Expenses 8 Administretlve Costs (Schedule H) ................... .. 9. ', : 10. Debts of Decedent, Mortgage Liabilities, & Liens (Schedule I) .............. 10 '.. 11. Total DedueNons (total Lines 9 & 10) ................................... N. '. 12. Net Valus of Estate (Line 8 minus Line 11) .............................. 12. ~' 13. Charitable and Govemmantal BequesWSec 9113 Trusts for which ' an electlon to tax has not been made (Schedule J) ........................ 13. '.. 14. Net Value Subject to Tax (Line 12 minus Line 13) ........................ t4. I~ 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 0 1,010,511.28 ',. 15. 16. Amount of Line 14 taxable "_-""-'"""°""~~""-"`"'°""___,.._._.~...___._.,__.....Y, at lineal rste X .0 _ 1 g, 17. Amount of Line 141axable i m__..._._.,.~._"__._,._~~""'•~"`"~W"~~` at sibling rate X .12 i ', 17. 18. Amount of Line 14 taxable at collateral rate X .15 1 g. 19. TAX DUE ......................................................... 19.. 20. FILL IN THE OVAL IF YOU ARE REQUESTING A REFUND OF AN OVERPAYMENT 15056052059 Side2 O 15056052059 REV-1500 EX Page 3 Decedent's Complete Address: ,,,,,~ ~ ._ ~ Fhp_Numhfl...._._.._.._ DECEDENTS NAME DECEDENTS SOCIAL SECURITY NUMBER MILLARD W LANDIS 204-01169 STREETADORESS 813 Nesbit Dr an STATE ZIP Carlisle PA 17013 Tax Payments and Credits: 1. Tax Due (Page 2 Line 19) 2. CreditslPayments 0.00 A. Spousal Poverty Credit B. Pdar Payments 0.00 C. Discount 0.00 3. InteresUPenalty if applicble D. Interest E. Penalty 0.00 0.00 Total Credits (A + B + C) (2) Total InleresUPenalry (D + E ) 4. If Line 2 is greater than Line 1 + Line 3, enter the difference. This is the OVERPAYMENT. FIII In oval on Page 2, Llne 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. (3) (4) (5) (5A) (5B) 0.00 0.00 0.00 0.00 0.00 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 trensfemred or its income : ..................................... ....... ....... © ^ c. retain a reversionary inleresh or ................................................................................................................... ....... ^ d. receive the promise for life of either payments, benefits or care? ............................................................... ....... ^ 2. If death occurred after December 12,1982, did decedent Vansfer property within one year of death without receiving adequate consideretion7 ....................................................................................................... ....... ^ 3. Did decedent own an "in wst for" or payable upon death bank account or secudty 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 [/2 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 exemot a transfer to a surviving spouse from tax, and the statutory requirements for disGosure of assets and filing a tax return are still applicable even if the surviving spouse is the only benefiaary. for dates of death on or after July 1, 2000: The tax rate imposed on the net value of transfers from a deceased child twentyone 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 p2 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)(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 [/2 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. SCHEDULE G TRANSFERS ESTATE OF MILLARD W. LANDIS FILE NUMBER This schedule to be completed and riled it the answer of the question on the reverse of the cover is vea. ITEM NUMBER DESCRIPTION OF PROPERTY MCLUDE TNENAME OF THE TRANSFEREE, TNEIR RELATIONSHIP TO DECEDENT ANDTHE GATE OF TRANSFER. ATTACH ACDPY OF THE DEED FOR REAL ESTATE. TOTAL VALUE OF ASSET DECD.% INT EXCLUSION (f IICahIC) TAXABLE VALUE The following assets were held by the Millazd W. Landis Living Trust. All assets are allocated to the Survivor's Trust for benefit of Martha M. Landis, surviving spouse: I Edwazd Jones Investments $353,508.43 100.0% 0.0% $353,508.43 report to Sept 26, 2008 attached 2 Smith Barney Investments $455,577.92 100.0% 0.0% $455,577.92 report as of Sept 24, 2008 attached 3 Wachovia Bank NA time dep 24 740 204 3481497 $56,275.58 100.0% 0.0% $56,275.58 4 Delaware Investments I $4,766.46 100.0% 0.0% $4,766.46 5 Undivided 1/2 interest in residence at $196,988 50.0% 0.0% $98,494.20 813 Nesbit Dr., Cazlisle, PA Copy of deed attached tax assessment: $156,340 common level ratio: 1.26 6 Union Central Annuity $23,553.17 100.0% 0.0% $23,553.17 Paid [o Martha M. Landis TOTAL (also on line 7, Recapitulation) $992 175 76 ®y Z N W O ? ~ o W N 2 W H 0 Y w a g m g m e o m O ~ u Y ~ N ~ d a m o a d 2 ~ `~ m c 3 o ~ ~ d a v Z` 3 a E N ~ ~ ~ M ~ I S ~ ~ ` ay C ~ ~ E ~, N C C M ~ d ~ ' a v i a W ~W¢C ~,9 ZW t)no Z~a°aS ~~~~ r¢-3a?^ 6 N V 1 ~ y ~ N W W ~ F ~ tll f/1 ~ ~p O n ~~~~oa ~_~~%1(% ~ O ~ Z ~ ''<ad~~d ~~~~~~ S ~ N ^ ~i c u ~ N ~ n , ~1 ~ •' N N V 1(j p o ~ aWq a°o, m a m 9~ ~ ~ r rn ~i o ^- vi orn ~ a ~ _ ~- N . fD i. a0 o p 1D a0 O r ~ p g df o ~ .- K n ~ ~g ~ ~. ~ ~ . ~ !. ~ d 9 E ~ +. 9 ~ ~ ~ O W '~ 4 E ~ '° ~ N ~ ~ S E N N c 0 0 '~',, Of `o m a 8 N ~p, H o .m.~~ O c ~ m~ A~ ~~ ~ m ~ ~2 N ~ p~ i~ ~~~ ~o~ OY~ ~o~ ~v~ n fg ~~~ CCo ~~ ~ y ~~ ~;~ F-a~ ®y z F W z 0 ~ 4 O W 2 W N N C7 Z Y f W` a M M O m >, iO E U xN d a m o N N 'O V w = ~ a_ O ~ V N 10 w a a E N 'f 00 r N V a ,,, ~. °n' E ~, N C C O dl M O d 7 Q fA Q 'p a 8 r IF $~ z m u c o s Y o 9 E EI y N uj W ~ ~ O H V) N N 1~ ~ Q1 r 1~ N N r H r N l~'1. ~ O A py~p7 1~r~y N a~0 ~ ~ N Q 9p N OJ N N Ol C O M O »~ m v v E m ,~ m ~, o ~ =o N O n Of ~ ap V ~ ~ If1 CCC y ~ C R N ~ w 7 _a ~_ v _~ O n Ol N ~ ~ ~ ~ .- ~ N a ~ m a . ~ w '" m ~ ~ a F `a ul ~ ~ n ~ A ~ ~ ~ m o ~ 3 3', o d ~ ~ ~ .4 m !~ t ~ ~ ~ ,, ' ~ ° 9 o a z r z ~ N Of N NN c~ $~ ~ ~ 0 ~ O N a ~ va N ~ ~ F C U' ~ Ol O ~ C -~ = O ~ ~ 10 ~ L Z V r O N O - } a ~ O O ~ ~ a `+ ~ ~ a o b m Q ~ ~ [ N A O LL v ' 4 vi " O W . . 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N pCp 'pU N y ~ N d E ~ o 'E N 'g 'c o W $'n m ~ ~ o m J 9 ~ c Q c ~ ~ }~ m c° o+ h ~ ~ c° o N `Q W " € '° j y O A ~ H `m n 0 0 £ F = z a I _ ~ ~~~:~xs r, Wachovia Bmtk-, N.A. P.O. Box 50018 Automatic Renewal Notice WA~U~A Roanoke, vA 2aoaa5o18 January 1, 2009 DETAIL, INFORMATION ~ I~te: 06/30/08 o~aeee coprnaoi MILLARD W LANDIS t.VG TRST DTD 5/8/ Maturity Date; 01/30/09 MARTHA E LANDIS, TRUSTEE MARTHA E LANDIS,TRUSTEE Maturity Value: 556,275.58 813 NISBET DR ~ CARLISLE PA 17013 ' a i ~~ ~- tau-for ye:.Y ~~'t~~s'enr-T' .. , . = accomtt will automatically renew for 7 months unless ou c F~}~~` his. , .- - - y hange the term; add to, or redeem yyour account by 02/06/09. lmerest after 01/30/09 will be earned if the fiords are renewed or reinvested in any Wachovia account. The maturity date for the renewed accoutR will be 08/30/09 and the rate will be based on a minimum balance ~= requirement of $50,000. The account earns daily compounded interest paid every 1 momhs. The renewal interest rate and annual percentage yield will be availaL cm or after 02/02/09 and can be obtained. by visiting your nearest Wachovia Financial Center orbs calling 866-GEf RATE (866-438-7283). We welcome the opportunity to further discuss your investment needs. Matunty value may not include tecertt activity, Wachovia Bank, N.A. Wachovia Beck of Delaware, N.A. are Members FDIC. Delaware Investments• Amamaar prllnmin plnan[NI Group AT 02 051165 08164f1261 Aas3DGT MILLARD W LANDIS TRST MILLARD W LANOIS LNING TRUST U/A DTD 5-6-96 813 NESBIT DR CARLISLE PA 17013-1732 Pdrllldrrull111PlrrPrl^IrPldruulh9tlh4rrlrlu6l Account Services Investment Update January 1, 2008-Sspbmber30,2006 Page lof 4 Your Financial Advisor HOUSE ACCOUNT DELAWARE DISTRIBUTORS L. P. 2005 MARKET ST FL 4 PHILADEU'HIAPA 19103-7042 Breneh O1Rcs Coda 0000500 WOB 0001 AccotmtSstrics 800523-1918 aa.m.-7pmEfMm.-Fri. Wabaita www.delawareinvestments.com Delsphone 600382-FUND 138631 zlnours,zesysavArek RagulsrMail Dalawarelnvestments $1°a•r~••~0db~~s P.O. Box 219691 E-mail servica4Ddelinvestcom Kansas City, MO 64121.9891 r POr~0Il0 Year to Date Regular Account Activity Summary Faad Narw had cada/AaoarmNs. aplasug Valaa + Imaarnb/ Addhhp Wabdrsan aadaotlou d Y l u = _ ranirma MaApt a i Endlsa Vdus DolrAmrrBafaneeeFonMA~Slaes-- -_ _~..._ _ ^ . wzF+~7~o ~,ns.tl o.aD 0 00 ~~ -o a ~~ Regular Total 95 779 11 . o II olz nl s4,76e.4s , . /.1g 0.16 /.g0 (1,/12.R) 54.766.46 Your personal rata of return represents the performance of all the ireeatmantls) you have elected far your portfolio, including both your Regular Imeatment aecouMls) arM RetinmsM aeeouMls). The ealcuktian ineWdes arty IroM-end sales ehargee end all activhy In yourpoMolie (such as eoMribuUons, exchanges among irrvaaemaM eptiona, ate.) udng daily shoo price in effect when rho acwiry aeeumd. Due to appOeabM sak:charges and Iha tlminq of your bwadneMS and withdrowak your personal imeatment results wll generally nm be the same as me imrsatmeM ro[uma quoted forthe individual funds you have ehaaen. If you hove questions, pkaza cell our ahareholdar service center at800573-1918 dr a-ma6 aarvieaOdagmaat.eom. Year to date Totsi 55,719.16 + 50.06 SO.OD SO.Oq (51,012.72) _ x,766.46 Quarterto Date Total y,, 146.83 + 9J•:00 9J I!!1 m W IA80 17) = S4 786 46 Your Persona/ PorMolio pats o/geturn is corm o.r (16.114-% Ino.Mlaa • va/lar6 5.42 % 'For accoums a&ablishad prior to 1995, a January 9,1995 inception date will ba used-to calculate individual performance. Parfermanca dote inception is annualized ~~ 7 ~ l f~ ~ ~~~N~ ~N~~ nlll 1111 ~~~~ ,xe Oa7185/0000001 ~'lala~ ~ ;~,i~~s~n THIS DEED, MADE THE ~ ~ day of October in the year two thousand and two (2002), BETWEEN BENNIE SUE DUPY, by her hereinafter named attorney in fact, DIANN DRAKE, adult authorized b a durable Power of Attorney, dated January 14,1997 and recorded in Miscellaneous Book~~ , at Page Say ,Grantor, AND MILLARD W. CANOES AND MARTHA M. LANDIS, Trustees, or their successors in trust, under the Millazd W. Landis Living Trust dated May 6, 1996 and Martha M. Landis and Millazd W. Landis, Trustees, or their successors in trust, under the Martha M. Landis Living Trust dated May 6, 1996 and any amendments thereto, as Tenants in Common, hereinafter called Grantees: WITNESSETH, that in consideration of the sum of One Hundred Forty Nine Thousand Nine Hundred and no/100 ($149,900.00) Dollars, the receipt whereof is hereby acknowledged, the said Grantor does hereby grant and convey unto the said Grantees, their successor, and assigns, ALL that certain tract of land with the improvements thereon situate in the Fourth Ward of the Borough of Carlisle, Cumberland County, Pennsylvania, being Lot No 19, Section H, Plan 4 of Meeting House Heights, recorded in the Cumberland County Recorder's Office in Plan Book 23, page 137, more particulazly bounded and described as follows: BEGINNING at a point on the northern side of Nesbit Drive as it appears on the hereinbefore mentioned Plan of Lots on the dividing line between Lots Nos. 19 and 20, of Section H, on said Plan; thence along said dividing line North 3 degrees 17 minutes 30 seconds West, a distance of 115 feet to a point in line of other leads of Craig Corporation; thence along said other land of Craig Corporation, North 86 degrees 42 minutes 30 seconds East, a distance of 123.93 feet to a point on the dividing line between Lots Nos. 18 and 19, of Section H on said Plan; thence along said dividing line, South 10 degrees 7 minutes West, a distance of 125.37 feet to a point on the northern side of Nesbit Drive; thence along the northern side of Nesbit Drive by a curve to the left having a radius of 255 feet, a distance of 59.68 feet to a point; thence along the same, South 86 degrees 42 minutes 30 seconds West, a distance of 35.72 feet to a point, the Place of BEGINNING. BEING improved with a seven room ranch type dwelling known as 813 Nesbit Drive. Under and subject to restrictions in Miscellaneous Book 177, Page 874 and to the following restriction: No trailer, camper, recreation vehicle, truck or commercial vehicle shall be parked on the premises for any extended period of time except under cover or screened from view. BEING the same property which Stewart D. Beattie and Nancy E. Beattie, his wife, granted and conveyed to Bennie Sue Dupy, Grantor herein, by deed dated May 17, 1982 and recorded in the Office of the Recorder of Deeds for Cumberland County in Deed Book T Volume 29, Page 894. AND the said Grantor hereby covenants and agrees that she will warranty specially the property hereby conveyed. IN WITNESS WHEREOF, said Grantor has hereunto set her hand and seal the day, month and yeaz fast above written. Signet(, Sealed andDe[ivered in the presence of ~'J. ~. AL) BENNIE SUE DUPY, BY HER ATTORNEY IN FACT <-:: l- ISO ~~~ ~Q ~ N a~ C~~ C: _. N1i .Y~ J (SE~ ~ ~ c~ DIANN DRAKE ~ '~" ~-' a°~ m ~ Z a~~ ~ ~ n ~ N O ~ - w ~ v m ~ m ~ 1~ ~ C~~) ~ ~, 2 BOOK ~Jr4 ?„fE ~'7ji, COMMONWEALTH OF PENNSYLVANIA COUNTY OF CUMBERLAND :SS: On this, the /6' day of _ ~.tv-(J~.~ 2002, before me the undersigned officer, personally appeared DIANN DRAKE, known to me (or satisfactorily proven) to be the person whose name is subscribed to the within instrument as attorney in fact for BENNIE SUE DUPY, and acknowledged that she executed the same as the act of her principal. WHEREOF, I hereunto set my hand and seal. 3~ ~ (SEAL) Notary Pub c I do hereby certify that the precise residence and complete p st o ice addr ss of the within named Grantees is: ~/3 ~Lo~/ f `/~/~ ~r~/S~ ~~ /~„O/~, ~ zooz IRWIN, McffiVIGHT & HUGHES ATTORNEYS o ~ fir' r~i ~ rQ i a ~ r.4i r4 i m e ~ , 11 1~ I T ~, ~--11 i m r n ~-y~c~ "~'maae N ,,,, <.•-•ra~m zm ~ - z' N cn chi T-z ~D~ i x m o s p+ ~ : o z G p~ Z " ~~ 0 = a N N ~ ~ w . -- ~ - Iarc13n -~, ~y i. try ' 6 ' ~ ~ v ~ LA . .. . ~ tH ra . ~ ~ r >. C~i ~ ~ G 6d~i + .~ GtS000 CH N r~ T T N 3 ro n a o rt ~ rt v in rr n T ~ .-~ .o r. -4 ~ o -n v a I Certify tl?is `t~':;e rccor:lcd .._.~ ...7 ~,r,».rv~~..~ iii' "~ ~r'v; 1 i. ~~,. . eooK X54 ?Ar,E 572 °n'`u^^e're' : ,... '~^<,:'as. ^.' '~'..,~.>a.-..-.:a;.?,-...m*,-,mw.>.o,......g-..-.,.... ITe IIdon Central IS76 Waycross Road Life Inaosantt Company Cincinnati Ohio 45240 (513) 595.2200 - ,vsvw.unionttnirat.wm ~~ Insanmtt and la~ealmenb AUWil Cnmpa~y Enclosed is our check for $21,283.03, representing the proceeds~of the beginning of this letter.. The cherk ;r,~6..to..:.s~~ __ _.. . - _ W T t1 s< ferred annuity policy was designed to provide annuity income benefits upon election; hog 2itant died tnior to Chic Puri,,., e,.a :e.... _.__,..~ _ t premiums paid - is taitable to there as $23,553.17. ,~ pfd Iuested,> ver, a t~„..,. income. We If you should have any questions concerning this contract, please do not hesitate to contact this office. Our toll-free number is 1-800.3 1 9-63 02. Respectfully, Diana Kortekamp, ACS, FLHC Senior Claim Examiner Individual Life Claims Enclosures: Check for $21,283.03 payable to Martha M Landis cc: -?gency # 1691 Michael J Garofalo Jr. Seouritias offered through atalate Mtedtes tnvesunent Corp., Member FINRAISIPC. SCHEDULEJ BENEFICIARIES ESTATE OF FILE NUMBER ITEM NAME AND ADDRESS OF BENEFICIARY I RELATIONSHIP AMOUNT OR SHARE T.n rnraFU DD Not List Trustcelsl ~ OF ESTATE M. Landis I Wife Trust for benefit of Martha M. Landis I Wife II DISTRIBUTIONS UNDER SECTION 9113 FOR WHICH AN ELECTION TO TA% IS NOT BEING MADE Cheribble and GavemmenW Bequeen: $18,335.32 balance of estate AI. BEQUESTS (also enter on line Last Will of MILLARD W. LANDIS I, MILLARD w. LANDIS, a resident of Cumberland County, Pennsylvania, declaze that this is my will. I hereby revoke all my previous wills and codicils. Article One Introductory Provisions Section 1. Marital Status I azn currently married to MARTHA M. LANDIS, and all references to my spouse in this will aze to her. Section 2. Children a. The name(s) and birth date(s) of my children: Name Birth date MILLARD WILLIAM LANDIS April 15, 1947 JAMES E. LANDIS July 31, 1948 All references to my children in this instrument aze to these children and any children subsequently born to or adopted by me. 1 Article Two Appointment of My Personal Representatives Section 1. Nomination of My Personal Representatives I appoint the following to be my Personal Representative: MARTHA M. LANDIS If for any reason the Personal Representative(s) named above aze unable or unwilling to serve, the following successor Personal Representative(s) shall serve until the successor Personal Representative(s) on the list have been exhausted. Unless otherwise specified if Co-Personal Representatives are serving, the next following named successor Personal Representative shall serve only after all of the Co-Personal Representatives cease to act as Personal Representatives. (1) MILLARD WILLIAM LANDIS, AND (2) JAMES E. LANDIS, OR THE SURVIVOR OF THEM, THEN (3) MALIEKA T. LANDIS AND (4) JOSHUA Q. W. LANDIS, OR THE SURVIVOR OF THEM Section 2. Waiver of Bond No bond or undertaking shall be required of any Personal Representative nominated in my will. Section 3. General Powers My Personal Representative shall have full authority to administer my estate under the laws of the Commonwealth of Pennsylvania relating to the powers of fiduciazies. My Personal Representative shall have the power to administer my estate under the Pennsylvania Probate, Estates and Fiduciazies Code. 2 Article Three Disposition of My Property Section 1. Distribution to My Revocable Living Trust I give all of my property of whatever nature and kind and wherever located to my revocable living trust of which I am the Trustor known as: MILLARD W. LANDIS and MARTHA M. LANDIS, Trustees, or their successors in trust, MA~r~er199the MILLARD W. LANDIS LIVING TRUST dated 66 and any amendments thereto Section 2. Alternate Disposition If my revocable living trust is not in effect for any reason, I give all of my property to my Personal Representative under this will as Trustee who shall hold, administer and distribute my property as a testamentary trust the provisions of which aze identical to those of my revocable living trust on the date of execution of my will. Article Four Death Taxes Section 1. Definition of Death Taxes The term "death taxes" as used in my will shall mean all inheritance, estate, succession and other similaz taxes that are payable by any person on account of that person's interest in the estate of the decedent or by reason of the decedent's death including penalties and interest but excluding the following: a. Any addition to the federal estate tax for any "excess retirement accumulation" under Internal Revenue Code Section 4980A. 3 b. Any additional tax that may be assessed under Internal Revenue Code Section 2032A. c. Any federal or state tax imposed on ageneration-skipping transfer as that term is defined in the federal tax laws unless the applicable tax statutes provide that the generation-skipping transfer tax is payable directly out of the assets of my gross estate. Section 2. Payment of Death Taxes Pursuant to the terms of my revocable living trust all death taxes whether or not attributable to property inventoried in my probate estate shall be paid by the Trustee from that trust. However, if that trust does not exist at the time of my death or if the assets of that trust are insufficient to pay the death taxes in full, I direct my personal representative to pay any death taxes that cannot be paid by the trustee from the assets of my probate estate by prorating and apportioning those taxes among the beneficiazies of this will. Notwithstanding any other provision in my trust all death taxes incurred by reason of assets transferred outside of my trust or probate estate shall be assessed against those persons receiving such property. Article Five General Provisions Section 1. No Contest Clause If any person or entity other than me singulazly or in conjunction with any other person or entity directly or indirectly contests in any court the validity of this will including any codicils thereto the right of that person or entity to take any interest in my estate shall cease and that person or entity shall be deemed to have predeceased me. Section 2. Captions The captions of Articles, Sections and Paragraphs used in this will aze for convenience of reference only and shall have no significance in the construction or interpretation of this will. 4 Section 3. Severability Should any of the provisions of my will be for any reason declazed invalid such invalidity shall not affect any of the other provisions of this will, and all invalid provisions shall be wholly disregazded in interpreting this will. Section 4. Governing Law This will shall be construed, regulated and governed by and in accordance with the laws of the Commonwealth of Pennsylvania. I signed this, my last will, on MAY 6 1996 MILLARD W. LANDIS The foregoing Will was, on the day and yeaz written above, published and declazed by MILLARD W. LANDIS in our presence to be his Will. We, in his presence and at his request, and in the presence of each other, have attested the same and have signed our names as attesting witnesses. We declaze that at the time of our attestation of this Will, MILLARD W. LANDIS was, according to our best knowledge and belief, of sound mind and memory and under no undue duress or constraint. ~i~ ~,~-- WITNESS Address: WITNESS Address: 6 COMMONWEALTH OF PENNSYLVANIA COUNTY OF DAUPHIN SS: We, MILLARD W. LANDIS, ~'S ~ ~a zn.t ~ ,and ~ 4 the Testator and the witnesses, respectively, whose names are signed to the fore ing ill, having been sworn, declared to the undersigned officer that the Testator, in the presence of witnesses, signed the instrument as his last Will, that he signed, and that each of the witnesses, in the presence of the Testator and in the presence of each other, signed the Will as a witness. C e%l/rYU- MILLARD W. LAND `mow TrrESs :, wITNESs Subscribed and sworn before me ~5~1- w and 1996. C iL2_ Notary Public My commission expires: C~ ;~'« L FC ~~uta~y PubEio ~ E ;r : r, 2~ D ~ ~h'n Couniy L".y Gcr.~r,;~„~f.,nCx;.~s,.,~~a~110.1~09 f by LLARD ~ LANDIS, r the Testator, and by the witnesses on ~.. ORIGINAL The MILLARD W. LANDIS LIVING TRUST prepared for MILLARD W. LANDIS ~,~„ JAMES, SMITH & DURKIN Attorneys-at-Law 134 Sipe Avenue Hummelstown, Pennsylvania 17036 (717) 533-3280 FAX (717) 533-2795 ® Jsmes, Smith & Durkin All Righfs Reserved S`.. MILLARD W. LANDIS LIVING TRUST Table of Contents Article One Trust Creation ........................ .............. 1-1 Article Two The Trust Estate ........................ ............. 2-1 Article Three Appointment of Trustees ................... ............. 3-I Article Four Trustor's Lifetime Rights . ................. ............. 4-1 Article Five Trust Administration Upon My Death ......... ............. 5-1 Article Six Specific Distributions of Trust Property ........ ............. 6-1 Article Seven Division into Survivor's Trust and Family Trust ... ............. 7-1 Article Eight The Survivor's Trust . .................... ............. 8-1 !~ Article Nine The Family Trust ....................... ............. 9-l Article Ten Common Pot Trust ...................... ............ 10-1 Article Eleven Division and Distribution of Trust Property . ..... ............ 11-1 Article Twelve Distribution If No Designated Beneficiaries ...... ............ 12-1 Article Thirteen Trustee Administration ................... ............ 13-1 Article Fourteen Trustee Investment Powers ................. ............ 14-1 Article Fifteen General Provisions ....................... ............ 15-1 ~. i MILLARD W. LANDIS LIVING TRUST Article One Trust Creation Section 1. Parties to My Trust This trust agreement dated MAY 6 1996 is made between MILLARD W. LANDIS, the Trustor, also known as MARTHA M. LANDIS, and the following initial Trustee: MILLARD W. LANDIS MARTHA M. LANDIS Section 2. Name of My Trust This trust may be referred to as the: MILLARD W. LANDIS LIVING TRUST, dated MAY s I ~"'" The formal name of my trust and the designation to be used for the transfer of title to the name of my trust is: MILLARD W. LANDIS and MARTHA M. LANDIS, Trustees, or their successors in trust, under the MILLARD W. LANDIS LIVING TRUST dated MAY 6 1998 and any amendments thereto Section 3. Revocable Living Trust My trust is a revocable living trust. Section 4. Trustor as Trustee Unless otherwise provided in this trust agreement, when I am serving as Trustee under this trust, I may conduct business and act on behalf of my trust without the consent of any other Trustee. lam. 1-1 Section 5. My Family a. Marital Status I un currently married and my spouse's name is MARTHA M. LANDIS. All references to my spouse in this trust agreement are to her. b. The name(s) and birth date(s) of the children of MILLARD W. LANDIS are: Name Birth date MILLARD WILLIAM LANDIS April 15, 1947 JAMES E. LANDIS July 31, 1948 All references to the children of MILLARD W. LANDIS in this instrument are to these children and any children subsequently born to or adopted by him. Section 6. Creation of Irrevocable IRC Section 401(a)(9) Trusts Notwithstanding any other provision of my trust agreement, any trust created pursuant to Article 7 herein, upon my death, shall be created and be irrevocable upon execution of my trust agreement. Such irrevocable trusts shall remain unfunded until funded at my death. t '~--- 1-2 ~,,, Article Two The Trust Estate Section 1. Initial Transfer of Property I hereby assign, convey, transfer and deliver to my Trustee all property set forth on Schedule "A", attached hereto, and made part of this trust agreement. My Trustee acknowledges receipt of all assets listed on the attached Schedule. All assets titled in the name of my trust or in the name of my Trustee, but not listed on Schedule "A", shall be considered a part of my trust estate as if they had been set forth on the attached Schedule. Section 2. Additional Transfer of Property My Trustee is authorized to accept additional transfers of property interests of all kinds, at any time in any manner by me or any other person or entity. All property interests received by transfer, assignment, gift, bequest, devise or beneficiary ~,; designation shall become a part of my trust estate unless disclaimed by my Trustee. Section 3. Composition of Trust Property In addition to the property described in the previous Sections, my trust estate shall include the following: a. All insurance policies transferred to my trust or policies in which my trust is nazned as beneficiary plus the proceeds of those policies; b. Any interest in any pension, retirement or death benefit, bonus, profit-sharing or employee's savings plan or any similar contract created or entered into by an employer for the benefit of some or all employees which is transferred to my trust or in which my trust is named as beneficiary and all proceeds of any such benefit, bonus, plan or contract; and c. Any other property or interest in property which becomes subject to my trust. 2-1 Section 4. Acceptance of Trust Property All property transferred to my trust and not disclaimed by my Trustee shall be held, administered and distributed according to the terms of this agreement. Section 5. Trust Property Schedule The h•ust property transferred to my trust is set forth on Schedule "A". ~~ `", 2-2 r (~,, Article Three Appointment of Trustees Section 1. Definition of Trustee All references in this agreement to "Trustee" shall be deemed a reference to the person or entity who is then serving as Trustee and shall include alternate or successor Trustees or Co-Trustees unless the context requires otherwise. Section 2. Resignation of a Trustee Any Trustee may resign at any time without court approval by giving written notice to me or to my personal representatives. If I am not living, written notice shall be given to my successor Trustee, or if there is no successor, to the beneficiaries then entitled to receive income or principal distributions under this agreement, to their respective personal representatives, or if such beneficiaries then be minors, to the persons having the care or custody of them. Section 3. Removal of a Trustee Any Trustee may be removed under this agreement as follows: a. While I am Both Alive and Competent While I am both alive and legally competent, I shall have the right to remove any Trustee appointed under this agreement at any time with no requirement that the removed Trustee receive any reason for such termination. b. Removal by Others After my death or legal incompetency, any Trustee may be removed by a majority vote of the beneficiaries then entitled to receive income or principal distributions under this trust agreement or their personal representatives at any time for cause. c. Notice to Removed Trustee Written notice of removal under this agreement shall be effective immediately when signed by the person or persons authorized to make the removal and delivered to the Trustee personally or deposit by United States certified mail, 3-1 return receipt requested. The written notice removing a Trustee shall designate a successor Trustee. d. Transfer of Trust Property The Trustee so removed shall promptly transfer and deliver to the successor Trustee all property of the trust under its possession and control. Section 4. Designated Successor Trustees Whenever a Trustee is removed, dies, resigns, becomes legally incapacitated or is otherwise unable or unwilling to serve, that Trustee shall be replaced as follows: a. The Death or Disability of a Trustee While I am Serving as Trustee I may serve as the only Trustee or I may name any number of Trustees to serve with me. If any of these other Trustees subsequently die, resign, become legally incapacitated or aze otherwise unable or unwilling to serve as a Trustee, I may or may not fill the vacancy. b. Disability Trustees of MILLARD W. LANDIS i~ Upon the disability of MILLARD W. LANDIS, if he is then serving as an initial Trustee he shall be replaced by the following Disability Trustee(s): MARTHA M. LANDIS If, for any reason, the Disability Trustee(s) named above are unable or unwilling to serve, the following successor Disability Trustee(s) shall serve until the successor Disability Trustee(s) on the list have been exhausted. Unless otherwise specified, if Co-Disability Trustees aze serving, the next following named successor Disability Trustee shall serve only after all of the Co-Disability Trustees cease to act as Trustees. (I) MILLARD WILLIAM LANDIS, AND (2) JAMES E. LANDIS, OR THE SURVIVOR OF THEM, THEN (3) MALIEKA T. LANDIS AND (4) JOSHUA Q. W. LANDIS, OR THE SURVIVOR OF THEM ~' 3-2 c. Death Trustees of MILLARD W. LANDIS Upon the death of MILLARD W, LANDIS, if he is then serving as an initial Trustee he shall be replaced by the following Death Trustee(s): MARTHA M. LANDIS If, for any reason, the Death Trustee(s) named above are unable or unwilling to serve the following successor Death Trustee(s) shall serve until the successor Death Trustee(s) on the list have been exhausted. Unless otherwise specified, if Co-Death Trustees are serving the next following named successor Death Trustee shall serve only after all of the Co-Death Trustees cease to act as Trustees. (1) MILLARD WILLIAM LANDIS, AND (2) JAMES E. LANDIS, OR THE SURVIVOR OF THEM, THEN (3) MALIEKA T. LANDIS AND. (4) JOSHUA Q. W. LANDIS, OR THE SURVIVOR OF THEM Section 5. Definition of Disability A Trustee shall be considered disabled in the event that a court of competent jurisdiction ~ determines that such Trustee is legally incompetent, or in the event that a Trustee is not ~`-' adjudicated incompetent but, by reason of illness or mental disability, such Trustee has been certified by two licensed physicians to be unable to properly handle his or her own affairs. Section 6. No Designated Successor Trustees If at any time there is no Trustee acting under this agreement and there is no person or instihition designated and qualified as a successor Trustee, a majority of the beneficiaries then eligible to receive distributions of income or principal under this agreement or their legal representatives shall appoint a successor Trustee. If any trust existing under this agreement lacks a Trustee and no successor is appointed pursuant to this Section, the vacancy shall be filled by a court of competent jurisdiction. Section 7. Responsibility of Successor Trustees A successor Trustee shall have the same rights, powers, duties, discretions and immunities as if it had been named as initial Trustee under this agreement. No successor Trustee shall be personally liable for any act or failure to act of any predecessor Trustee or shall have any duty 1... 3-3 ( to examine the records of any earlier Trustee. A successor Trustee may accept the account err' rendered and the property delivered by or on behalf of a predecessor Trustee as a full and complete discharge of the duties of the predecessor Trustee without incurring any responsibility or liability for so doing. 3-4 ~„ Article Four Trustor's Lifetime Rights Section 1. Rights While I am Alive and Legally Competent During my lifetime while I am legally competent, I shall have the following powers over the trust property and my Trustee: a. Right to Trust Income My Trustee shall pay to me or apply for my benefit all the net income from this trust monthly or in other convenient installments as I may direct. b. Right to Trust Principal My Trustee shall pay to me or apply for my benefit such sums from the principal of this trust as I may direct. I may not, however, direct my Trustee to make gifts from trust property to third parties. If my Trustee inadvertently makes a distribution I intended as a gift directly from the trust to a third pazty, that distribution shall be construed as a distribution to me first then a gift to the ~, third pazty from me. c. Right to Add and Remove Property By written direction delivered to my Trustee, I may add other property to my trust or withdraw property in any amount and at any time. d. Right to Amend or Revoke My Trust I shall have the right to amend, modify, alter, revoke or terminate my trust or auy separate trusts created under this agreement at any time in whole or in part. Any amendment or revocation of this trust agreement must be delivered to my Trustee in writing. The power to amend, revoke or terminate this trust is personal to me and may not be exercised by any other person or entity. After my death, this trust or any trust created by this agreement shall be irrevocable and not subject to amendment. ~"~ 4-1 e. Delivery of Property After Revocation After any revocation or termination of any trust created by this agreement my Trustee shall promptly deliver the designated trust property to me. E Trustee's Retention of Assets Upon Revocation In the event of any revocation of all or part of my trust, my Trustee shall be entitled to retain sufficient assets to reasonably secure the payment of liabilities my Trustee has lawfully incurred in administering the trust and any Fees that have been earned by my Trustee until such time as those liabilities have been discharged and fees paid, unless I indemnify my Trustee against loss or expense. Section 2. Power to Direct Investments I shall have the right to direct investments of trust property as follows: a. Invest trust funds in specified securities, properties or other forms of investment; b. Retain as part of the trust estate for specified periods of time securities, properties or other forms of investment held in trust under `'-' this instrument; and c. Sell, encumber, lease, abandon or dispose of any trust property. My Trustee shall not be liable for any losses sustained as a direct or indirect result of any action taken in accordance with the terms of the written direction. All directions shall be in a writing signed by me, specifying, if applicable the period of time during which the instructions shall remain in effect and describing any other conditions affecting the directions. 4-2 Section 3. Trustor's Rights During Disability a. Disability Defined I shall be considered disabled in the event a court of competent jurisdiction determines that I am legally incompetent or, in the event that I am not adjudicated incompetent but by reason of illness or mental disability, I am in the opinion of two licensed physicians unable to properly handle my own affairs. b. Income and Principal Distributions My Trustee during the period of a a Trustor's disability shall pay to or apply for that Trustor's benefit as much of the net income and principal of my trust estate as my Trustee in its sole discretion shall deem necessary or advisable. c. Payment of Obligations My Trustee during the period of my disability shall from time to time, pay my valid obligations, my medical expenses and provide for my comfortable maintenance and welfare taking into consideration my other income or resources. d. Income and Principal Distributions for Spouse My Trustee shall pay to or apply for the benefit of my spouse as much of the principal and net income of my trust estate as my Trustee in its sole discretion shall deem necessary or advisable from time to time for my spouse's health, maintenance, support and education, taking into consideration her other income or resources. e. Trustee Guidelines In making distributions under this Section my Trustee shall give primary consideration to my needs and secondary consideration to the needs of my spouse. ~'" 4-3 f. Tax Planning During my life if I should become disabled, my Trustee may exercise the following powers as attorney in fact on my behalf, either alone or in conjunction with any other attorney in Fact under a durable power of attorney, but the primary concern of my Trustee shall be for my welfare and secondarily for the welfare of my lineal descendants for tax planning: 1. My Trustee may make additional distributions to my lineal descendants equally by class for the purpose of continuing any gift program initiated by me which my Trustee reasonably determines will achieve beneficial results for estate and/or income tax planning purposes. 2. My Trustee may initiate a gift program on my behalf which my Trustee reasonably determines will achieve beneficial results for estate and/or income tax planning purposes by making distributions to my lineal descendants equally by class so long as such distributions are made in the form which qualify for and are limited to the annual exclusion and available unified credit for federal gift tax purposes. 3. During any period when I am disabled, my Trustee shall be under no obligation to initiate, recommend or consider any tax planning objective or program for me and any exercise of its discretion in this regard when conducted in good faith shall not subject it to liability to any person affected thereby. l ~-- 4-4 l Section 4. Exercise of Trustor's Rights and Powers by Others Any right or power that I could exercise personally under the terms of this agreement except the power to amend, revoke or terminate any trust created by this agreement may be exercised for and on behalf of me by any attorney in fact who, at the time of the exercise, is duly appointed and acting for me under a valid and enforceable durable power of attorney executed by me or, if there is no such attorney in fact, by my duly appointed and acting conservator after petition to a court of competent jurisdiction. The power to amend, revoke or terminate any trust created by this agreement is personal to me and may not be exercised by any other person or entity. Section 5. Rights Concerning Standby Property It is contemplated that certain assets may be added to the trust estate from time to time with the possession and control thereof retained by or redelivered to me. If I execute and deliver to my Trustee an instrument effectively transferring such assets to my Trustee together with any further documentation necessazy to effect the record transfer thereof, in the event of my death or incapacity the assets shall be deemed to be assets of the trust estate and held by me as the nominee of my Trustee. During the period such assets aze in my possession they shall be subject to the following terms and conditions: ~`" a. I may receive directly and devote to my own use and benefit any dividends, interest, income or distributions from or upon such assets and neither I nor my Trustee shall have any duty of accounting to the other or to any other person with regard thereto. b. Any sale, exchange or other transfer of such assets by me shall constitute a withdrawal of such assets from the trust estate and my Trustee shall have no further interest therein or duties with regard thereto. Though not a condition precedent to any such withdrawal, I agree to notify my Trustee of all such withdrawals. i ~~ 4-5 c. I shall be responsible for the reporting of the income from ~+' such assets to the appropriate taxing authorities and my Trustee shall have no responsibility for including such income on any fiduciary returns prepared by it or for the preparation of any other income tax return with respect thereto unless I duly notify my Trustee of such income items and a full and adequate accounting thereof is made and presented to my Trustee. d. I shall protect and indemnify my Trustee against all losses, liabilities and expenses which may result directly or indirectly from my use, possession, management or control of such assets. e. Upon my death or incapacity, my Trustee shall be entitled to the possession thereof and thereafter shall have all the rights, powers and duties with respect to such assets which are otherwise granted to my Trustee herein. It is understood that my Trustee shall be responsible only for the assets which actually come into its possession and control. However, it is also understood that my Trustee shall use any reasonable and prudent means to secure possession of any trust assets of which it has knowledge. My Trustee shall have no duty, accountability or responsibility to me or to any other person with respect to any assets of which it has no knowledge or of which it is unable to obtain possession and control. Section 6. Trustor/Trustee Bank Accounts It is contemplated that I may establish a joint bank account or accounts with my Trustee and create powers of attorney in respect thereof iu other persons. Deposits from time to time made by me or other authorized persons into such an account shall constitute transfers to the trust estate and withdrawals therefrom which may be made without the co-signature of my Trustee shall constitute withdrawals from the trust estate. However, my capacity and other authorized persons with respect to any such account shall be that of nominee of my Trustee not co-owner. At any given time the trust estate shall include the then balance of any such account. `"'~ 4-6 Section 7. Life Insurance Policies and Retirement Plans Unless otherwise provided in this trust agreement or elsewhere, I shall have all powers over life insurance policies and retirement benefits owned by or made payable to my trust, including the following: a. Payment of Premiums I shall be responsible for the payment of premiums and other charges on each policy or insurance owned by or made payable to my trust. My Trustee shall have no duty to make any payment or be responsible to determine whether such payments have been made. b. Custody of Policies My Trustee shall not be responsible for the custody or safekeeping of any life insurance policy before its actual delivery to my Trustee nor after its withdrawal by its owner. c. Change Beneficiaries I shall have the right to change the beneficiary and to receive any dividends or other eaznings of such policies or plans without accountability therefor to my Trustee or any beneficiary in this agreement. d. Assignment I may assign any policy or plan benefits to any lender to the extent allowed by law including my Trustee as security for any loan to me or any other person. e. Surrendered Policies If any life insurance policy is surrendered or if the beneficiary of any policy is changed, this trust agreement shall be revoked with respect to such policy. However, no revocation of the trust with respect to any policy whether pursuant to the provisions of the preceding sentence or otherwise shall be effective unless the surrender or change in beneficiary of the policy is accepted by the insurance company. Section 8. Undistributed Net Income Any net income not distributed under the provisions of this Article shall be added to the trust principal. ~~,. 4 7 Article Five Trust Administration Upon My Death Section 1. Trustees Discretion to Pay My Debts and Taxes After my death my Trustee in its sole discretion may pay all or any part of my following expenses, debts, claims and taxes becoming due or payable by reason of my death: a. My final medical expenses and all funeral costs; b. Legally enforceable claims against me or my estate; c. Reasonable expenses of administration of this trust and my probate estate, if any; d. Any allowances mandated by a court of competent jurisdiction to those dependent upon me; e. Any estate, inheritance, succession, death or similar taxes payable by reason of my death; and £ Any penalties or interest on any of the above claims, debts or taxes owed by me or my estate. Section 2. Payment by My Trustee or by My Personal Representative My Trustee in its sole discretion may make distributions authorized under this Article either directly to the person or entities to whom payment is owed or to the personal representative of my probate estate. Written statements by my personal representative that such sums are due and payable by my estate shall be sufficient evidence of their amount and propriety for the protection of my Trustee. My Trustee shall be under no duty to see to the application of any such payments made to my personal representative. Section 3. Tax Elections With regard to the payment of any income tax, gift tax, estate tax, inheritance tax or any other tax required because of my death, my Trustee shall have the right to make any available elections allowed under the law. My Trustee is authorized to sign and file any tax return required because of my death. 5-1 Section 4. Payment of Death Taxes, Claims and Expenses a. Payment out of Trust Property All death taxes, claims and expenses payable under the provisions of this Article shall be paid by my Trustee out of the trust estate except as specifically provided for elsewhere in this agreement. b. Exception for Property Passing Outside of Trust Notwithstauding any other provision in my trust all death taxes, claims and expenses incurred by reason of assets passing outside of my trust or probate estate shall be assessed against those persons receiving such property. c. No Payment from Survivor's Share Notwithstanding any other provision in my trust unless all other assets available to my Trustee have been exhausted, all death taxes, claims and expenses payable under the provisions of this Article shall not be paid from the Survivor's Trust as defined in Article Eight or from any property passing to my surviving spouse that qualifies for the federal estate tax marital deduction. 5-2 Article Six Specific Distributions of Trust Property Section 1. Fractional Gift of Income in Respect of a Decedent After my death, my Trustee shall distribute a fraction of all items of income in respect of a decedent in my trust estate to the Survivor's Trust. Any income in respect of a decedent not distributed to the Survivor's Trust shall be distributed to the Family Trust. The fraction distributed to the Survivor's Trust shall equal the fraction resulting from dividing the Surviving Trustor's unused unified credit equivalent reduced by the balance of the Survivor's then taxable estate, after all other allocations or distributions, due to my death, by the value of all items of of all items of income in respect of a decedent in my trust estate or received by my Trustee from my probate estate. ~. 6-1 (,,,,, Article Seven Division into Survivor's Trust and Family Trust Section i. Division of the Trust Estate Upon my death my Trustee shall allocate and distribute the remaining trust estate including any property that becomes distributable or payable to my Trustee at my death into two separate shares to be identified as the Survivor's Share and the Family Share. a• Property Transferred to the Survivor's Slrare The Survivor's Shaze shall consist of assets having a value equal to the unlimited federal estate tax marital deduction allowable to my estate, subject to the following: 1. The Survivor's Share shall be reduced by the net value for federal estate tax purposes of all other property that passes or has passed to my surviving spouse under this trust agreement, my probate estate or otherwise that qualifies for the federal estate tax marital deduction; ~~ 2. The Survivor's Share shall be reduced by all federal estate tax deductions actually allowed other than the mazital deduction; 3. The Survivor's Shaze shall be reduced by the amount if any needed to increase my taxable estate for federal estate tax purposes to the largest amount that, after allowing for the united credit against federal estate tax, will result in the smallest if any federal estate tax being imposed on my estate; 4. The Survivor's Share shall be reduced by the credit for state death taxes available to my estate to the extent that the use of that credit does not result in or increase any death tax payable to any state; and 5. The Survivor's Share shall be reduced by any other allowable credits available to my estate except the credit for tax on prior transfers from a "transferor", as defined in Internal Revenue Code Section 2013, who dies within `~.~ 7-I two years after the date of my death but only to the '~/ extent that those credits do not disqualify this gift from receiving the marital deduction. G. The Survivor's Share shall be reduced by all assets theretofore declared to be or specifically designated to be the separate property of my spouse as held by my spouse's Trustee. 7. Notwithstanding any other provision in this Section, the Survivor's Share shall never have assets with a value less than the maximum amount of the unified credit against the federal estate tax as of the date of my death, unless the value of my surviving spouse's trust property less all liabilities and my gross estate less all allowable deductions except the federal estate tax marital deduction, is less than the maximum value of the unified credit against the federal estate tax, in which case the entire amount of my trust property shall be allocated to the Survivor's Shaze. For purposes of calculations under this subsection, the Survivor's Shaze shall be reduced by the value of other property passing to it under this trust agreement, my probate estate or otherwise that qualifies ~'~... for the federal estate tax mazital deduction and the value of the sepazate property of my spouse. b. Survivor's Share to be Administered as Survivor's Trust The Survivor's Share shall beheld, administered and distributed according to the provisions of the Survivor's Trust as set forth in Article Eight of this trust agreement. c. Property Transferred to the Family Share The Family Shaze shall consist of all assets not distributed to the Survivor's Share. d. Family Share to be Administered as Family Trust The Family Share shall be held, administered and distributed according to the provisions of the Family Trust as set forth in Article Nine of this trust agreement. ~'"~ 7-2 Section 2. Allocation and Valuation of Assets In allocating assets between the Survivor's Share and the Family Share, my Trustee shall allocate the trust assets that qualify for the mazita! deduction between the Survivor's Share and the Family Share in cash or in kind or partly in each on a pro rata or non pro rata basis and in undivided interests or not, subject, however, to the following: a. Qualification for Marital Deduction Only assets that qualify for the marital deduction shall be allocated to the Survivor's Share. b. Valuations of Allocations in Kind Assets allocated in kind shall be deemed to satisfy the marital deduction amount on the basis of their values as finally determined for federal estate tax purposes provided, however, that my Trustee shall act impartially, consistent with equitable principles requiring impaztiality among beneficiaries, in allocating assets in satisfaction of the marital deduction share so that any distribution of assets in satisfaction of the marital deduction share shall be made of assets including cash fairly representative of appreciation or depreciation in the value i of all property thus available for distribution. c. Income The Survivor's Share shall be entitled to a pro rata share of the income earned on my residuary probate and trust assets from the date of my death, including a share of income eazned on assets used to discharge liabilities. d. Foreign Death Tax Credit My Trustee shall not allocate assets that qualify for the foreign death tax credit to the Survivor's Shaze unless all other assets or interests available for allocation have been so allocated. e. Insurance on the Life of My Surviving Spouse My Trustee shall not allocate any policy of insurance on the life of my surviving spouse to the Survivor's Share that is my sepazate property. ~' 7-3 ( f. Insurance on the Lives of Others Any incidents of ownership to a policy of insurance on the life of a person other than me shall be allocated to the Family Shaze. g. Lack of Property to Fully Fund the Survivor's Slrare If there is insufficient property qualifying for the federal estate tax marital deduction to fully fund the Survivor's Share, the funding to the Survivor's Share shall be reduced accordingly. Section 3. Intention that Survivor's Share Qualify for Marital Deduction I intend that the Survivor's Shaze qualify for the federal estate tax marital deduction and this agreement shall be construed accordingly. All other provisions of this trust agreement shall be subordinate to that intent. If the granting of any right, power, privilege, authority or immunity to my Trustee or another person and the imposition of any duty upon my Trustee or another person by any provision of this trust agreement would disqualify any share or interest of a beneficiary hereunder from qualifying for the federal estate tax mazital deduction provided by Section 2056 of the Code, such provision shall be ineffective if and to the extent that the same if effective would so disqualify such share or interest. The provisions of this Section shall also apply to my probate estate, personal representative and all beneficiazies, devisees and legatees. Notwithstanding any other provision in this trust agreement to the contrazy, my surviving spouse at any time shall have the right to direct my Trustee in writing to convert within a reasonable time any unproductive trust property to income producing property. Section 4. Disclaimer of Property Any property or portion of property that is disclaimed by my surviving spouse shall be held, administered, or distributed according to the following terms: a. Property Disclaimed My surviving spouse may disclaim any property Held or distributed to or for the benefit of my surviving spouse under this trust agreement. b. Time to Disclaim My surviving spouse may disclaim within the time limits and under the conditions permitted by the laws regulating disclaimers. c. Delivery of Disclaimer to My Trustee 7-4 A disclaimer by my surviving spouse may be exercised by the delivery to my '~r~ Trustee of an irrevocable and unconditional refusal to accept any or all property interests passing to my surviving spouse or the Survivor's Share. d. Disclaimer of Survivor's Share If my surviving spouse exercises a disclaimer with respect to any or all property set aside as the Survivor's Shaze, such disclaimed interest shall be added to the Family Share. e. Disclaimer of Family Share If my surviving spouse exercises a disclaimer with respect to any or all property set aside as the Family Share, such disclaimed interest shall be distributed under the relevant terms of this agreement as though my surviving spouse had predeceased me. Section 5. Retirement Accounts If my Trustee is named the beneficiary of an interest in one or more plans which are qualified under Internal Revenue Code Section 401 or one or more Individual Retirement Accounts qualified under Internal Revenue Code Section 408 (hereinafter "Retirement Accounts"), then my ~' Trustee shall allocate the benefits payable from such Retirement Accounts to the Survivor's Trust (or a share hereunder) without underfunding the Family Trust, if possible. Furthermore, if one or more Retirement Accounts aze distributed to the Survivor's Trust in installment payments, the following provisions shall apply: a. Amount To Be Distributed My Trustee shall pay to or apply for the sole benefit of my surviving spouse, at least quazterly, the greater of (i) all of the net income eazned by the Retirement Account, or (ii) the amount required to be distributed from such Retirement Account under Internal Revenue Code Section 401(a)(9). My Trustee shall take all of the necessary action to cause the Retirement Account to distribute to the Survivor's Trust the amow~t required to be distributed to the Surviving Trustor under this paragraph. b. Qualifying Income Interest My Trustee shall take all of the necessazy action to assure that the interest of my surviving spouse qualifies as a qualifying income interest for life pursuant to Internal Revenue Code Section 2056(b)(7). 7-5 c. Principal and Income Allocation My Trustee shall allocate to the income of the Survivor's Trust all of the net income earned by the Retirement Account and paid to that trust regardless of whether the Retirement Account is allocated to principal for trust accounting purposes. My Trustee shall allocate to principal of the Survivor's Trust all other distributions from the Retirement Account. d. Underproductive Property The surviving spouse shall have the power to direct my Trustee to compel any Retirement Account from which distributions are made to the Survivor's Trust to be invested in income-producing assets. e. Power to Accelerate Distributions My Trustee shall elect an option under each Retirement Account which allows my Trustee in its discretion to accelerate distributions and to receive one or more lump sum payments from such Retirement Account so that my Trustee has the flexibility to withdraw principal in its discretion from the Retirement Account. If such an option is not available under the Retirement Account, my Trustee shall take all of the necessary action to cause such Retirement Account to be transferred to an Individual Retirement Account which offers such flexibility and which is titled in the participant's name and is qualified under Internal Revenue Code Section 408; provided however, that such transfer is not treated as a taxable distribution for income tax purposes. l ~... 7-6 ~,,,,, Article Eight Survivor's Trust Section 1. Rights of Surviving Spouse in the Survivor's Trust My Trustee shall hold, administer and distribute the assets of Survivor's Trust as follows: a. Payment of Income My Trustee shall pay to or apply for the benefit of the surviving spouse so long as the surviving spouse lives the entire net income of the Survivor's Trust in monthly or other convenient installments agreed upon by the surviving. spouse and my Trustee but not less often than annually. If my Trustee is entitled to payments from any Retirement Account, it shall allocate to income from payments received in any calendar yeaz an amount equal to the income earned by the account in such year, and any excess shall be allocated to principal, and if the payments in such yeaz shall be less than the amount equal to the income eazned by the account in such yeaz, my surviving spouse shall have the continuing right to require my Trustee to withdraw from the account and pay to him/her as income au additional amount so that he/s(te can be paid an amount equal to such income. Notwithstanding the preceding sentence, if the Internal Revenue Service should determine that for the Survivor's Trust to qualify for the marital deduction all of the income earned by the account does not have to be distributed to my surviving spouse or be subject to his/her withdrawal right, then only the amount required for such qualification shall thereafter be distributed to him/her or be subject to his/her withdrawal right. b. General Power of Appointment Over Undistributed Net Income Upon the death of the surviving spouse my Trustee shall distribute all of the accrued but undistributed net income to any person or entity and upon any trust, terms and conditions or to or in favor of the estate of the surviving spouse as the surviving spouse may direct by his or her last will or living trust agreement. No exercise of this general power of appointment shall be effective unless it refers to this trust agreement and expressly indicates an intention to exercise this general power of appointment. My Trustee may rely upon any instrument admitted to probate as the last will of the surviving spouse in cazrying out the terms of the power of appointment and shall not be liable for any good-faith act in reliance upon that will even if for any reason it is later determined to be 8-1 invalid with respect to its purported exercise of this power of appointment. c. Discretiaiary Payment of Principal At any time or times during the trust term my Trustee shall pay to or apply for the benefit of the surviving spouse so much of the principal of the Survivor's Trust as my Trustee deems proper for the surviving spouse's health, maintenance, support a,~d education. In exercising discretion my Trustee shall give the consideration that my Trustee deems proper to all other income and resources then readily available to the surviving spouse for use for these purposes and that are then known to my Trustee. Section 2. Trustee's Discretion to Pay Debts and Taxes The Survivor's Trust shall terminate upon the death of the surviving spouse. My Trustee, shall hold and administer the unappointed balance or remainder of the Survivor's Trust as follows: a. Surviving Spouse's Debts and Taxes My Trustee in its sole discretion may pay all or any part of the surviving spouse's following expenses, debts, claims and taxes becoming due or payable by reason of the surviving spouse's death: 1. Final medical expenses and all funeral costs; 2. Legally enforceable claims against the surviving spouse or the surviving spouse's estate; 3. Reasonable expenses of administration of this trust and the surviving spouse's probate estate if any; 4. Any allowances mandated by a court of competent jurisdiction to those dependent upon the surviving spouse; 5. Any estate, inheritance, succession, death or similar taxes payable by reason of the death of the surviving spouse; and 6. Any penalties or interest on any of the above claims, debts or taxes owed by the surviving spouse or the surviving spouse's estate. 8-2 Section 3. Payment by My Trustee or Personal Representative My Trustee in its sole discretion may make distributions authorized under this Article either directly to the person or entities to whom payment is owed or to the personal representative of the surviving spouse's probate estate. Written statements by the surviving spouse's personal representative that such sums are due and payable by the estate shall be sufficient evidence of their amount and propriety for the protection of my Trustee. My Trustee shall be under no duty to see to the application of any such payments made to the surviving spouse's personal representative. Section 4. Tax Elections With regard to the payment of any income tax, gift tax, estate tax, inheritance tax or any other tax required because of the death of the surviving spouse, my Trustee shall have the right to make any available elections allowed under the law. My Trustee is authorized to sign and file any tax return required because of the death of the surviving spouse. Section 5. Administration of Survivor's Trust Remainder After payment of debts, expenses and taxes, my Trustee shall hold and administer the unappointed balance or remainder of the Survivor's Trust as provided in the Articles that follow. '~' 8 3 ,~ Article Nine Family Trust Section 1. Rights of Surviving Spouse in the Family Trust Subject to Section 2 of this Article Nine, my Trustee shall hold, administer and distribute the assets of the Family Trust as follows: a. Payment of Income My Trustee shall pay to or apply for the benefit of my surviving spouse, so long as my surviving spouse lives, the entire net income of the Family Trust, in monthly or other convenient installments agreed upon by my surviving spouse and my Trustee, but not less often than annually. b. Discretionary Payment of Principal At any time or times during the trust term, my Trustee shall pay to or apply for the benefit of my surviving spouse so much of the principal of the Family Trust as my Trustee, in its discretion, deems proper for my surviving spouse's health, maintenance, support and education. c. Guidelines for Trustee's Discretion No amount paid or applied need thereafter be repaid to my Trustee or restored to my trust. In exercising discretion, my Trustee shall give the consideration that my Trustee deems proper to all other income and resources that are known to my Trustee and that are readily available to my surviving spouse for use for these purposes. My Trustee shall accumulate and add to principal any net income not distributed. d. Surviving Spouse's Right to Withdraw Principal My surviving spouse shall have the power to withdraw from the Family Trust principal each calendar year those amounts that shall not exceed the greater of five thousand dollazs ($5,000) or five (5) percent of the assets, valued as of the end of the preceding calendar year. My surviving spouse shall exercise this power by a written instrument signed by him or her and delivered to my Trustee. This power is noncumulative and to the extent it is not exercised by the end of January of each calendar yeaz, it shall lapse. This power shall exist each year until the death of my surviving spouse. l ~-- 9-1 Section 2. Rights of Surviving Spouse in the Family Trust - Government Assistance a. Distributions of Net Income Government Assistance In the event such beneficiary is receiving government assistance, my Trustee shall distribute net income which will not cause such beneficiary to be ineligible for governmental financial assistance benefits, in the event such beneficiary is receiving such benefits. Any amounts shall not be distributed directly to such beneficiary. Such disbursements shall be for purposes other than food, clothing or shelter. Any undistributed income shall be added to principal. No Government Assistance In the event such beneficiary is not receiving government assistance, my Trustee shall apply to, or for the benefit of, such beneficiary, at least monthly, all of the net income from such trust share. b. Distributions of Principal No Government Assistance In the event such beneficiary is not receiving government assistance and has no restrictions on distributions to her, my Trustee shall apply to or for the benefit of such beneficiary, as much of the principal from this trust share as my Trustee deems advisable in its sole discretion for his education, health, maintenance and support. Government Assistance In the event such beneficiary is receiving government assistance, my Trustee may distribute discretionary amounts of principal for special needs not otherwise provided by governmental financial assistance and benefits or by the providers of services. Such amounts shall not be distributed directly to such beneficiary. 9-2 "Special needs" refer to the requisites for maintaining the good health, safety and welfare of such beneficiary when in the discretion of my Trustee such requisites aze not being provided by any public agency, office or department of any state or of the United States. "Special needs" shall also include, but not be limited to, medical and dental expenses, annual independent check-ups, equipment, programs of training, education, treatment and rehabilitation, transportation (including vehicle purchase), maintenance and insurance. "Special needs" may include spending money, electronic equipment such as radios, record players, television sets, computer equipment, camping, vacations, athletic contests, movies, trips and money to purchase appropriate gifts for relatives and friends. My Trustee shall have no obligation to expend trust assets for such needs, but if my Trustee in its sole discretion decides to expend trust assets, under no circumstances should any amounts be paid to or reimbursed to the federal government, any state or any governmental agency for any purpose, including For the caze, support and maintenance of such beneficiazy. Because such beneficiary is dependent on the support and aid of others, my Trustee shall, in the exercise of its best judgment and fiduciary duty, seek support and maintenance for such beneficiary from all available public resources including but not limited to Social Security Administration benefits, Supplemental Security Income (SSI), U.S. Civil Service Commission benefits, Medicaid, and Federal Social Security Disability Insurance (SSDI) and any other compazable programs, state, federal or local. If necessary, my Trustee may seek appropriate authority to collect, expend and account for separately all such governmental assistance benefits, but shall not commingle them with these trust assets. In addition, in making distributions for the special needs of such beneficiazy, my Trustee shall take into consideration the applicable resource limitations of the public assistance programs for which such beneficiary is eligible. 9-3 No part of the trust shaze set aside for such beneficiary shall be used to supplant or replace public assistance benefits of any state or federal agency which has a legal responsibility to serve persons with illnesses or handicaps which are the same or similaz to the disorders of such beneficiary. No interest in the principal or income of the trust share set aside for such beneficiary shall be anticipated, assigned or encumbered or shall be subject to any creditor's claim or to legal process, prior to its actual receipt by the beneficiazy. Such beneficiary is specifically prohibited from any right to receive, demand, secure, give, assign, transfer, mortgage, borrow against or will any trust assets or income. It is my intention to conserve and maintain this trust share for the special needs of said beneficiazy. Therefore, no part of this trust share, neither principal nor undistributed net income, shall be subject to the claims of voluntary or involuntary creditors for the provisions of care and services, including residential care by any public entity, office, department or agency of any state or government agency or of the federal government of the United States. ~~ In the event that it is determined by either a court or an authority of competent jurisdiction that these trust assets render such beneficiary ineligible to receive any governmental assistance benefits, or if my Trustee in its sole discretion determines that notwithstanding the provisions set forth above, this trust share may be subject to garnishment, attachments, execution or bankruptcy proceedings by a creditor of such beneficiary or by the federal or state government or any agency or subdivision thereof, then my Trustee shall terminate the trust share set aside for such beneficiary and distribute the remaining principal and accrued income pro rata to the other beneficiaries named in this article. We request but do not direct that the contingent beneficiazies conserve, manage and distribute the proceeds of the former trust share set aside for such beneficiary in accordance with the provisions as set forth above. 9-4 In determining whether the existence of the trust shaze has the effect of rendering such beneficiary ineligible to receive any governmental assistance benefits, my Trustee is hereby granted full and complete discretion to initiate administrative or judicial proceedings for the purpose of determining eligibility. A11 costs related thereto, including reasonable attorney's fees, shall be a proper charge to the trust share of such beneficiary. c. Distribution on Death of Beneficiary If such beneficiazy should predecease me or die before the complete distribution of the trust share, the trust share set aside for such beneficiary shall terminate and my Trustee shall distribute the balance of the trust property according to Section 3 of this Article Nine. Section 3. Termination of the Family Trust On the death of my surviving spouse, the Family Trust shall terminate. All undistributed trust assets, including any accrued and undistributed net income, shall be held, administered and (~~,, distributed in the Articles that follow. i~ 9-5 Article Ten Internal Revenue Code Section 401 (a)(9) Trust Section 1. Creation, Administration and Termination of Irrevocable Internal Revenue Code Section 401 (a)(9) Trust If on the date of my death any trust created pursuant to the Articles that follow has been designated as the beneficiary of any plans to which Section 401 (a)(9) of the Internal Revenue Code of 1986, as amended, in effect at the time of my death ("IRC"), and any applicable regulations, rulings, or pronouncements issued in connection therewith, applies, my Trustee shall create an Internal Revenue Code Section 401(a)(9) Trust to receive the distribution from such plans. All such distributions shall be held, administered, divided and distributed to the beneficiazies identified and in the same manner as provided in the Articles that follow provided, however, that my Trustee, in its sole discretion, may continue the method of distribution from such plans which was being used by me prior to my death. C` ` 10-1 ~ Article Eleven Division and Distribution of Trust Property Section 1. Division of Trust Property Into Shares My Trustee shall divide all trust property not previously distributed into sepazate shares as follows: Beneficiazv Name Share MILLARD WILLIAM LANDIS 33 I/3 JAMES E. LANDIS 33 1/3 MY GRANDCHILDREN 33 I/3 Section 2. Distribution of Trust Shares for My Beneficiaries The trust share of each beneficiary named in Section 1. of this Article who survives me shall be held, administered and distributed as follows: a. Distribution of Trust Share for MILLARD WILLIAM LANDIS The trust share set aside for MILLARD WILLIAM LANDIS shall be held, administered and distributed as follows: 1. Distributions of Net Income My Trustee shall immediately pay to, or apply for the benefit of such beneficiary all accumulated net income, free of the trust. 2. Distributions of Principal My Trustee shall immediately pay to, or apply for the benefit of, MILLARD WILLIAM LANDIS all accumulated net income and principal, free of the trust. ~`~-' 11-1 j 3. Distribution on Death of Beneficiary If such beneficiazy should die before the complete distribution of the trust share, such trust shall terminate and my Trustee shall distribute the balance of the trust property to such beneficiary's then living descendants per stirpes. If such beneficiary has no then living descendants, my Trustee shall distribute the balance of the trust property to my then living descen- dants per stirpes. If I have no then living descendants, my Trustee shall distribute the balance of the trust property as provided for in the Articles that follow. b. Distribution of Trust Share for JAMES E. LANDIS The trust share set aside for JAMES E. LANDIS shall be held, administered and distributed as follows: 1. Distributions of Net Income My Trustee shall immediately pay to, or apply for the benefit of such beneficiazy all accumulated net income, free of the trust. 2. Distributions of Principal My Trustee shall immediately pay to, or apply for the benefit of, JAMES E. LANDIS all accumulated net income and principal, free of the trust. 3. Distribution on Death of Beneficiary If such beneficiary should die before the complete distribution of the trust share, such trust shall terminate and my Trustee shall distribute the balance of the trust property to such beneficiary's then living descendants per stirpes. ~- 11-2 If such beneficiary has no then living descendants, my Trustee shall distribute the balance of the trust property to my then living descen- dants per stirpes. If I have no then living descendants, my Trustee shall distribute the balance of the trust property as provided for in the Articles that follow. c. Distribution of Trust Share for MY GRANDCHILDREN The trust share set aside fox MY GRANDCHILDREN shall be held, administered and distributed as follows: 1. Distributions of Net Income My Trustee in its sole and absolute discretion shall apply to, or for the benefit of, such beneficiary so much of the net income from the trust share as my Trustee deems advisable for such beneficiary's education, health, maintenance and support. 2. Distributions of Principal My Trustee, in its sole and absolute discretion, shall apply to, or for the benefit of, MY GRANDCHILDREN so much of the principal as my Trustee deems advisable for the education, health, maintenance and support. When each of MY GRANDCHILDREN reaches the age of 25 years, or on the creation of such trust any of MY GRANDCHILDREN have already attained the age of 25, my Trustee shall distribute 1/2 of their share of the accumulated net income and principal to such beneficiary, free of the trust. When each of MY GRANDCHILDREN leaches the age of 30 years, or on the creation of such trust any of MY GRANDCHILDREN leave already attained the age of 30, my Trustee shall distribute the remaining accumulated net income and principal to such beneficiary, free of the trust. 11-3 3. Distribution on Death of Beneficiary If such beneficiary should die before the complete distribution of the trust share, such trust shall terminate and my Trustee shall distribute the balance of the trust property to such beneficiary's then living descendants per stirpes. If such beneficiary has no then living descendants, my Trustee shall distribute the balance of the trust property to my then living descen- dants per stirpes. If I have no then living descendants, my Trustee shall distribute the balance of the trust property as provided for in the Articles that follow. Section 3. Distributions to Underage or Disabled Beneficiaries Notwithstanding any other provision in this trust agreement, if any person otherwise entitled to receive a distribution of trust property is under 30 years of age or is mentally disabled or legally incompetent as defined in Article Twelve, my Trustee shall retain and administer that person's trust property for his or her benefit as follows: a. My Trustee's Discretion My Trustee may pay to or apply for the benefit of such beneficiary so much of the net income and principal of the trust as my Trustee, in its discretion, deems proper considering all other sources of income and resources available to such beneficiary and known to my Trustee. b. Payments Made to Beneficiary or Personal Representative My Trustee is authorized to make payments under this Section either directly to the beneficiary, to the beneficiary's personal representative or to any other person my Trustee may deem proper to be used for the benefit of the beneficiary. c. Trustee's Decisions are Final All decisions by my Trustee as to those it makes payment to, the purposes for which these payments are made, and the amounts to be paid out of the trust are within my Trustee's sole but reasonable discretion. ~; `-' 11-4 d. Undistributed Net Income ~~ All undistributed net income shall be accumulated and added to the principal of the trust. e. Termination and Distribution My Trustee shall distribute the trust property to a beneficiary under this Section when such beneficiary reaches age 30, or when he or she is no longer disabled as determined by a court of competent jurisdiction, or upon certification by two licensed physicians that such beneficiary is able to properly care for his or her property and person. f. Death of Disabled or Underage Beneficiary Upon the death of a beneficiary under this Section, my Trustee shall distribute all of such beneficiary's remaining trust share, including the trust principal and accrued and undistributed income, to any person or entity, and upon any trust, terms, and conditions, or to or in favor of the estate of such deceased beneficiary, as he or she may direct by his or her last will or living trust agreement. No exercise of this general power of appointment shall be effective unless it refers to this trust agreement and expressly indicates an intention to exercise this general power of appointment. ~~ ~-' 11-5 1,,,,,,, Article Twelve Distribution if No Designated Beneficiaries NONE ~- 12-1 Section 5. Change in Corporate Trustee Any corporate successor to the trust business of any corporate Trustee named under this agreement or acting hereunder shall succeed to the capacity of its predecessor without reconveyance or transfer of trust property. Section 6. Power to Divide or Combine Trusts My Trustee shall have the power to divide a single trust into separate shares each to be administered in accordance with the terms and conditions of the single trust from which they were created when my Trustee in its discretion determines that division is desirable or advisable in view of tax considerations, including considerations related to the income tax, the gift tax, the estate tax or the generation-skipping transfer tax or other objectives of the trusts and their beneficiaries. My Trustee shall not be required to make a physical segregation or division of the various trust shares created under this trust agreement except as segregation or division may be required by reason of the termination and distribution of any of the trusts, but my Trustee shall keep separate accounts and records for different undivided interests. 1 My Trustee in its discretion shall have the further power to combine two or more trusts having `'~' substantially the same terms into a single trust for purposes of administration when tax or other factors indicate that such combination would be desirable or advisable. In deciding whether to combine trusts, my Trustee should consider the generation-skipping "inclusion ratio" of the trusts to be combined. Trusts having the same inclusion ratios may be combined. Trusts having different inclusion ratios should generally not be combined unless their inclusion ratios are maintained unchanged through substantially sepazate and independent shares of different beneficiaries within the meaning of I.R.C. Section 2654(b), and the applicable regulations thereunder. Specifically, my Trustee has the authority to allocate any portion of my exemptions under Internal Revenue Code Section 2631(a) to property as to which I am the transferor, including any property transferred by me during my lifetime as to which I did not make an allocation prior to my death, and my Trustee has the authority to make the special election under Internal Revenue Code Section 2652(a)(3). If Internal Revenue Code Section 2631(a) or 2652(x)(3) is not interpreted as to allow a Trustee to exercise such election, then my personal representatives is authorized to allocate my exemptions and to exercise the said special election. If my Trustee considers that any distribution from a trust or share herewrder, other than pursuant to a power to withdraw or appoint, is a taxable distribution subject to the federal generation-skipping transfer tax payable by the distributee, my Trustee may increase the i 13-2 distribution by an amount which my Trustee would estimate to be sufficient to pay that tax, and shall charge the same against the trust or share to which the tax relates. If my Trustee considers that any termination of an interest in the trust property hereunder is a taxable termination subject to the federal generation-skipping transfer tax, my Trustee may pay that tax from the portion of the property to which the tax relates, without any adjustment of the relative interests of the beneficiaries. Section 7. Termination of Small Trust My Trustee shall have the power in its discretion to terminate any trust created under this trust agreement whenever it becomes so small in relation to the costs of administration as to make continuing administration uneconomical. Upon termination my Trustee shall distribute the principal and any accrued or undistributed net income to the income beneficiazies in proportion to their shares of the income. If no fixed amount of income is payable to specific beneficiaries, my Trustee shall distribute the principal and any accrued or undistributed net income in equal shares to those beneficiaries who would then be entitled to income payments from the trust. Section 8. Limit on Trustee's Discretion Notwithstanding any language purporting to confer absolute, sole or unrestricted discretion on my Trustee in exercising any discretionary power with respect to this trust, my Trustee shall at all times act in accordance with fiduciary principles and shall not act in bad faith or in disregard of the purposes of my trust. Nothwithstanding any other provision in this trust agreement, no individual Trustee who is also a beneficiary hereunder shall have any right, power, duty or discretion concerning this trust if such right, power, duty or discretion conferred upon such Trustee under this trust agreement is determined to be a general power of appointment under Internal Revenue Code Section 2041 or 2514 which would cause any assets of this Trust to be included in the estate of such Trustee-beneficiary. Any such right, power, duty or discretion with such effect shall be null and void with respect to such Trustee-beneficiary. No Trustee who is under a legal obligation to any beneficiary of this trust or other person shall under any circumstances partake in any decisions relating to azry discretionazy distributions of income or principal of this trust which can be used for any such legal obligation to any such beneficiazy or other person. Section 9. Written Notice to Trustee Until my Trustee receives written notice of any death or other event which triggers the right to payments from any trust created under this agreement it shall incur no liability for distributions made in good faith to persons whose interests may have been affected by such event. 13-3 ( Section 10. Duty to Account My Trustee shall render accounts, upon request, to the income beneficiaries under this trust agreement at least annually, at the termination of a trust created hereunder, and upon a change in the Trustees in the manner required by law. Section 11. No Court Supervision No trust created under this agreement shall require the active supervision of any state or federal court. 13-4 {~,,,, Article Fourteen Trustee Investment Powers Section 1. Trustee's Powers To carry out the purposes of the trusts created under this agreement and subject to any limitations stated elsewhere in this instrument my Trustee shall have all of the following powers, in addition to all of the powers now or hereafter conferred on Trustees by ]aw: a. Retention of Property My Trustee shall have the power to retain any property received into the trust at its inception or later added to the trust without regazd to whether the trust investments are diversified as long as my Trustee considers that retention is in the best interests of the trust or in furtherance of my goals in creating the trust. My Trustee shall have the power to invest and reinvest in any property that may be considered by applicable state law to be underproductive or unproductive in nature, and specifically to be exempt from any minimum income requirements called for under local law. b. Additions My Trustee shall have the power to receive additions to the assets of the various trusts created under this agreement from any source. c. Business Participation My Trustee shall have the power to terminate, to continue or to participate in the operation of any business enterprise including a corporation a sole proprietorship or a general or limited partnership and to effect any form of incorporation, dissolution, liquidation, reorganization inc]uding but not limited to recapitalization and reallocation of classes of shazes or other change in the form of the business enterprise or to lend money or make a capital contribution to any such business enterprise. d. Permissible Investments My Trustee shall have the power to my Trustee may determine to be limitation by any law applicable to tv invest and reinvest the assets of the trust as in the best interests of the trust without investments by fiduciaries. The permitted 14-1 investments and reinvestments may include securities such as common or ~r preferred stock, mortgages, notes, subordinated debentures and warrants of any corporation and any common trust fund administered by a corporate 5duciary or other property, real or personal, including savings accounts and deposits and interests in mutual or money market funds or investment trusts, annuities and insurance whether or not such investments are unsecured or of a wasting nature. My Trustee shall have the power to obtain, by purchase or by gift (or by conversion, reissue, consolidation or by any other means), and hold as an asset of this trust, policies of insurance on my life or any other beneficiary of this trust. My Trustee is authorized and empowered to exercise, either before or after my death, all of the rights, options, elections or privileges exercisable in connection with such policies. These rights and options should include, but not be limited to, disability benefits, the right to borrow money with which to pay premiums (or other charges) on any policy owned by this trust (including any automatic premium loan feature) or for any other trust purpose, the right to elect among settlement options offered by the insurance company which issued such policy, the right to convert such policy to paid-up insurance, extended term insurance or to any different form of insurance, and the right to arrange for the automatic application of dividends in reduction of premium payments (or other charges), with regard to any policy of insurance held in the trust estate. e. Dealing with Property My Trustee shall have the power to acquire, grant or dispose of property, including puts, calls and options (including options on stock owned by the estate), for cash or on credit including maintaining margin accounts with brokers at public or private sale upon such terms and conditions as the fiduciary may deem advisable and to manage, develop, improve, exchange, partition, change the character of, abandon property or any interest therein or otherwise deal with property. Specifically, my Trustee shall have the power to use and expend the trust income and principal to conduct environmental assessments, audits, and site monitoring to determine compliance with any environmental law or regulation thereunder; to take all appropriate remedial action to contain, clean up or remove any environmental hazard including a spill, release, discharge or contamination, either on my Trustee's own accord or in response to an actual or threatened violation of any environmental law or regulation thereunder; to institute legal proceedings concerning environmental hazazds or contest or settle any such legal proceedings brought by any local, state or federal agency concerned with environmental compliance, or by a private litigant; to comply with any local, state or federal agency order or court order directing an assessment, abatement or cleanup of any environmental hazards; to employ agents, consultants and legal ~``~ 14-2 ( counsel to assist or perform the above undertakings or actions; and in general to ~r/ take all appropriate actions to prevent, identify, or respond to any actual or threatened violations of any environmental law or regulation thereunder. No Trustee under this trust agreement shall be liable for any loss or depreciation in value sustained by this trust as a result of the Trustee retaining any property upon which there is later discovered to be hazardous materials or substances requiring remedial action pursuant to any federal, state or local environmental law, unless the Trustee contributed to the loss or depreciation in value through willful default, willful misconduct, or gross negligence. Moreover, no Trustee shall be obligated to accept any property on behalf of this trust without first having the opportunity to satisfy itself, in its sole discretion, that such property is not contaminated by any hazardous or toxic materials or substances, and that such property is not being used and has never been used for any activities directly or indirectly involving the generation, use, treatment, storage, disposal, release, or discharge of any hazardous or toxic materials or substances. Finally, such Trustee shall have the power to disclaim any power which, in its sole discretion, will or may cause such Trustee to be considered an "owner" or "operator" of property held in our trust estate under the provisions of the Comprehensive Environmental Response, Compensation and Liability Act (CERCLA), as amended from time to time. This power to disclaim as contained herein shall apply to any such power, whether actually set forth under this trust I agreement, incorporated by reference herein, or granted or implied by any statute ~- or rule of law. f. Borrowing Authority My Trustee shall have the power to borrow funds from any person including my Trustee guarantee indebtedness or indemnify others in the name of the trust and to secure any such obligation by mortgage, pledge, security interest or other encumbrance and to renew, extend or modify any such obligation for a term within or extending beyond the administration of the term of the trust. No lender shall be bound to see to or be liable for the application of the proceeds of any obligation and my Trustee shall not be personally liable for any obligation. g• Leasing Authority My Trustee shall have the power to make, renew or amend for any purpose a lease as lessor or lessee for a term within or beyond the term of the trust with or without option to purchase. ~`` 14-3 h. Natural Resources My Trustee shall have the power to enter into any arrangement or agreement including a lease, pooling or unitization agreement, for exploration, development, operation, conservation and removal of minerals or other natural resources. i. Voting Rights My Trustee shall have the power to vote a security in person or by general or limited proxy, to participate in or consent to any voting trust, reorganization, dissolution, liquidation or other action affecting any securities and to deposit securities with and transfer title to a protective or other committee. j• Title to Assets My Trustee shall have the power to hold securities and other property in negotiable form or in the name of a nominee (including "street name" of a broker) or by deposit to a clearing corporation with or without disclosure of the Trustee relationship, but my Trustee shall be responsible for the acts of any nominee or clearing corporation in connection with the property. k. Insurance My Trustee shall have the power to insure the assets of the trust against any risk and my Trustee against liability with respect to third persons. I. Settlement of Disputes My Trustee shall have the power to pay or contest any debt or claim and to compromise, release and adjust any debt or claim and to submit any matter to azbitration. m. Payment of Expenses My Trustee shall have the power to pay any taxes, assessments, reasonable compensation of my Trustee and other expenses incurred in the collection, management, care, protection and conservation of the trust property. n. Principal and Income My Trustee shall have the power to allocate items of income or expenditure to either income or principal and to create reserves out of the income al] as provided by law and to the extent not so provided to allocate or create reserves as my Trustee in its discretion deems appropriate and my Trustee's decision 14-4 l made in good faith with respect thereto shall be binding and conclusive on all fir/ persons. Notwithstanding the preceding sentence, if the Survivor's Trust (or a share hereunder) is the beneficiary or owner of a Retirement Account, income eazned after the participant's death in the account shall be income of the Trust or share, and if my Trustee is required to pay all of the trust income to a beneficiary, my Trustee shall collect and pay the income of the account to the beneficiary at least quarterly (and to the extent that al] of the income cannot be collected from the account, the deficiency shall be paid from the principal of the trust). o. Division of Trust My Trustee shall have the power to make any distribution or payment in kind or in cash or partly in kind and partly in cash and to cause any share to be composed of cash, property or undivided interests in property different in kind from any other shaze either pro rata or non pro rata without regard to differences in the tax basis of such property and without the requirement of making any adjustment of the shares by reason of any action taken pursuant hereto. Any division, allocation, apportionment or valuation of the property to distribute the assets to or among any of the trusts or beneficiaries shall be made by my Trustee and the good faith determination of my Trustee shall be binding and conclusive on all pazties. p. Merger of Trust If at any time the Trustees are Trustees of two or more Trusts or Shares with substantially the same terms and benefiting the same beneficiaries, created hereunder, or under any other instrument by the Trustors or by any other person, the Trustees may commingle the assets of such Trusts or Shares and hold them as a single Trust or Shaze. q. Litigation My Trustee shall have the power to prosecute or defend actions, suits, claims or proceedings for the protection or benefit of the trust and my Trustee in the performance of my Trustee's duties. 14-5 1 r. Employment of Agents My Trustee shall have the power to employ agents including attorneys, accountants, investment advisors, custodians, appraisers or others to advise or assist my Trustee and to delegate to them fiduciazy powers and to indemnify them against liability for positions taken in good faith and with reasonable basis. s. Corporate Fiduciary If any stock of a corporate Trustee or of any affiliate or successor of a corporate Trustee shall be included in the assets of the trust, the Trustee shall have full authority in the Trustee's sole discretion and notwithstanding any regulation or rule of law to the contrary to retain the stock and any increases resulting from stock dividends and stock splits and from the exercise of purchase rights and the purchase of fractional shares needed to round out fractional shaze holdings that may arise concerning the stock. The Trustee shall vote the stock either directly or by proxy except to the extent the Trustee is prohibited by law from voting the stock in accordance with the written instructions of a majority of the living beneficiaries then entitled to current distributions of income or their personal representatives. In the event there aze no eligible beneficiaries to give instructions, the Trustee is authorized to vote the stock in the best interests of the beneficiazies in view of the purposes for which the trust was created. ~-••• t. Investment Transactions With regard to record keeping for investment transactions, my Trustee need not provide copies of confirmations or similar notifications each time a trade or investment transaction occurs, but investment transactions shall be set forth in my Trustee's periodic accounting. u. Repairs and Improvements My Trustee shall have the power to make ordinary or extraordinary repairs or alterations in buildings or other structures, to demolish any improvements, to raze existing or erect new party walls or buildings. v. Business Personnel My Trustee shall have the power to elect or employ directors, officers, employees, paztners or agents of any business and to compensate such persons whether or not any such person is a Trustee, director, officer, paztner or agent of a Trustee or a beneficiary of the trust. 14-6 ( w. Farm or Ranclr Property With respect to farm or ranch property, my Trustee shall have the power to participate in and operate any farming (including tree farming) or ranch operation personally or with hired labor, tenants or sharecroppers to lease any farm for cash or a share of crops under a lease which permits or precludes the material pazticipation of my Trustee, to fertilize and improve the soil, to employ conservation practices, and to pazticipate in government programs and to perform any other acts deemed necessary or desirable to operate the property. In making a decision whether to materially participate in farming or ranch operations, my Trustee shall consider whether an election should be made or has been made under IRC § 2032A to qualify for special farm-use valuation. x. Ancillary Trustees If for any reason my Trustee deems it advantageous to act through an ancillary Trustee, my Trustee may designate an ancillary personal representative or Trustee qualified to serve in the jurisdiction where such ancillary Trustee is to act and may delegate to such ancillary Trustee such of the powers granted under this agreement as my Trustee deems advisable without being chargeable with loss if any arising out of such designation or delegation. My Trustee may specify whether any corporate Trustee or any person or persons acting in an ancillary capacity hereunder shall serve with or without bond. Except as may be otherwise specifically provided, no ancillary Trustee need comply with the provisions of any Uniform Trustee's Accounting Act, the Uniform Trust Act or similar acts in force in any state where the Trustee may be acting. y. Retention of Closely Held Interest My Trustee shall have the power to retain any real estate interests, closely held securities or affiliated companies or business interests and to sell or dispose of such interests only after careful consideration and after determining that sale or disposition is in the existing circumstances in the best interests of the trust or its beneficiaries. If at any time, this trust holds any stock in an S corporation, and our Trustee deems it appropriate for such corporation to maintain its Subchapter S election, my Trustee may take all of the necessary actions to segregate the S corporation stock and assets of this trust, and in my Trustee's sole but reasonable discretion, and otherwise consistent with the terms of this trust to the greatest extent possible, may form new trusts and may amend the terms of this trust agreement as would be necessary to establish Qualified Subchapter S Trusts to hold the said S corporation stock and assets in compliance with Internal Revenue Code Sections 1361(b) and 1361(d)(3). 14-7 z. Exercise of Authority Except as otherwise provided in this agreement, my Trustee shall have the power to do all acts that might legally be done by an individual in absolute ownership and control of property. 1,.,. 14-8 ~,, Article Fifteen General Provisions Section 1. Spendthrift Protection Neither the principal nor the income of any trust created or contained under this agreement shall be liable for the debts of a beneficiary nor shall the same be subject to seizure by any creditor of any beneficiary under any lien or proceeding at law or equity. Except to the extent otherwise expressly provided in this agreement, no beneficiary shall have authority or power to sell, assign, transfer, encumber or in any manner to anticipate or dispose of a beneficial interest whether income or principal. The limitations herein shall not restrict the exercise of any power of appointment or the right to disclaim by any beneficiary. Section 2. The Rule Against Perpetuities Unless sooner terminated or vested in accordance with other provisions of this agreement, all interests not otherwise vested including but not limited to all trusts and powers of appointment created hereunder shall terminate twenty-one (21) years after the death of the last survivor of the group composed of me and my lineal descendants living on the date of my death. At that time ~,,, distribution of all principal and all accrued, accumulated and undistributed income shall be made to Uie persons then entitled to distributions of income and in the manner and proportions herein stated or if not stated equally irrespective of their then attained ages. Section 3. Incompetency and Disability For all purposes under this agreement a person shall be deemed disabled, incompetent or legally incapacitated if and so long as a guardian or conservator of his or her person or estate duly appointed by a court of competent jurisdiction continues to serve, or upon certification by two licensed physicians that such person is unable properly to care for his or her person or property. 15-1 Section 4. Income and Principal Payments All payments of income or principal shall be made in such of the following ways as my Trustee determines appropriate: a. To each respective beneficiary in person upon leis or her personal receipt; b. Deposited in any bank to the credit of such beneficiazy in any account carried in his or her name or jointly with another or others; c. To the parent or legal representative of the beneficiary; d. To a Custodian under a Uniform Transfers to Minors Act selected by my Trustee for such period of time under applicable law as our Trustee determines appropriate; e. To some near relative, friend or institution having primary responsibility for the care and custody of the beneficiazy; f By my Trustee using such payment directly for the benefit of such beneficiary; or g. To my Trustee of any revocable trust of which the beneficiary is the Trustor. Section 5. Education For all purposes under this agreement the term "education" shall be given broad interpi•etationand may include but not be limited to: a. High School Education at public or private elementary or high schools including boarding schools. b. College Undergraduate and graduate study in any and all fields whatsoever whether of a professional character in colleges or other institutions of higher learning. ``" 15-2 + c. Specialized Training Specialized formal or informal training in music, the stage, the handicrafts, the arts or vocational or trade schools whether by private instruction or otherwise. d. Other Educational Activities Any other activity including foreign or domestic travel which shall tend to develop fully the talents and potentialities of each beneficiary regardless of age. Section 6. No-Contest Clause If any person or entity, other than me, singularly, or in conjunction with any other person or entity, directly or indirectly, contests in any court the validity of this trust agreement, including any amendments thereto, then the right of that person or entity to take any interest in the trust property shall cease, and that person (and his or her descendants) or entity shall be deemed to have predeceased me. Section 7. Disclaimer by Beneficiary ~'""' No beneficiary shall be entitled to accelerate any distribution to the beneficiazy or to terminate his or her trust interest and thereafter receive outright distribution by use of a disclaimer. Section 8. Simultaneous Deatlt If any beneficiary under this agreement and I die under circumstances in which the order of their deaths cannot be established, I shall be deemed to have predeceased the beneficiazy and this agreement shall be construed accordingly. Section 9. Children and Issue For purposes of this agreement "children" means the lawful blood descendants in the first degree of the parent designated and "issue" and "descendants" mean the lawful blood descendants in any degree of the ancestor designated provided, however, that if a person has been adopted that person shall be considered a child of such adopting parent and such adopted child and his or her issue shall be considered as issue of the adopting parent or parents and of anyone who is by blood or adoption an ancestor of the adopting parent or either of the adopting pazents. The terms "child," "children," "issue," "descendant" and "descendants" or those terms preceded by the terms 15-3 "living" or "then-living" shall include the lawful blood descendant in the first degree of the parent designated even though such descendant is born after the death of such parent. Section 10. Definition of Death Taxes The term "death taxes" as used in this agreement shall mean all inheritance, estate, succession and other similar taxes that are payable by any person on account of that person's interest in the estate of the decedent or by reason of the decedent's death including penalties and interest but excluding the following: a. Any addition to the federal estate tax for any "excess retirement accumulation" under Internal Revenue Code Section 4980A. b. Any additional tax that may be assessed under Internal Revenue Code Section 2032A. c. Any federal or state tax imposed on ageneration-skipping transfer as that term is defined in the federal tax laws unless that generation- skipping transfer tax is payable directly out of the assets of a trust created by this instrument. Section 11. Words Relating to the Internal Revenue Code As used in this agreement the words "gross estate," "adjusted gross estate," "taxable estate," "unified credit," "state death tax credit," "maximum marital deduction," "marital deduction," "pass" and any other word or words which from the context in which it or they are used refer to the Internal Revenue Code shall have the same meaning as such words have for the purposes of applying the Internal Revenue Code to my estate. For purposes of this agreement my "available generation-skipping transfer exemption" means the generation-skipping transfer tax exemption provided in section 2631 of the Internal Revenue Code of 1986 as amended in effect at the time of my death reduced by the aggregate of (1) the amount if any of my exemption allocated to my lifetime transfers by me or by operation of law, and (2) the amount, if any, I have specifically allocated to other property of my gross estate for federal estate tax purposes. For purposes of this trust agreement if at the time of my death I have made gifts with an inclusion ratio of greater than zero for which the gift tax return due date has not expired including extensions and I have not yet filed a return, it shall be deemed that my generation- skipping transfer exemption has been allocated to these transfers to the extent necessary and possible to exempt the transfers from generation-skipping transfer tax. 15-4 Reference to Sections of the Internal Revenue Code and to the Internal Revenue Code shall refer to the Internal Revenue Code amended to the date of my death. Section 12. Personal Representative For purposes of this agreement the term "personal representative" shall mean Trustee, executor, executrix, administrator, administratrix, conservator, guardian, custodian or any other type of personal representation. Section 13. Gender and Number In this agreement where appropriate except where the context otherwise requires, the singular includes the plural and words of any gender shall not be limited to that gender. Section 14. Definition of Per Stirpes As used in this agreement when a distribution to beneficiaries is "per Stirpes" it shall mean that the distributions are to be divided into as many equal shares as there are then-living children of such beneficiaries and deceased children of such beneficiaries who left then-living descendants. Eacli then-living child of the beneficiary shall receive one share and the share that is allocated `v to each deceased child of the beneficiary shall be divided equally among such deceased child's then-living descendants. Section 15. Captions The captions of Articles, Sections and Paragraphs used in this agreement are for convenience of reference only and shall have no significance in the construction or interpretation of this agreement. Section 16. Severability Should any of the provisions of this agreement be for any reason declared invalid, such invalidity shall not affect any of the other provisions of this agreement and all invalid provisions shall be wholly disregarded in interpreting this agreement. ``'' 15-5 ~r.~ L v Section 17. Statutory References Unless the context clearly requires another construction each statutory reference in this agreement shall be construed to refer to the statutory section mentioned, related successor sections and corresponding provisions of any subsequent law including all amendments. Section 18. Governing State Law This agreement and the trusts created under it shall be construed, regulated and governed by and in accordance with the laws of the Commonwealth of Pennsylvania. I have executed this agreement on the date set forth on the. first page of this agreement. I certify that I have read the foregoing revocable living trust agreement and that it correctly states the terms and conditions under which my trust property is to be held, managed and disposed of by my Trustee(s). I approve this revocable living trust in all particulars and request my Trustee(s) to execute it. ~~ ~W MILLARD W. LANDIS, Trustoi Q ~l~- MILLARD W. LANDIS, Trustee ~~ ~ ~ ` MARTHA M. LANDIS, Trustee ~~ 15-6 \r' STATE OF PENNSYLVANIA ) SS COUNTY OF DAUPHIN ~/yy ~ On this the day of , 197 ,before me, \ the undersigned officer, person appeared MILLARD W. LANDIS, Trustor, own to me (or satisfactorily proven) to be the person whose name is subscribed to the within instrument and acknowledged that he executed the same for the purposes therein contained. In w' ss whereo hereon s my hand and official seal. c Notary Public Title of Officer STATE OF PENNSYLVANIA SS COUNTY OF UPHIN ) On this the~~ day of , 19 before me, the undersigned officer, person y appeared MILLARD W. LANDIS and MA A M. LANDIS, Trustees, known to me (or satisfactorily proven) to be the persons whose names are subscribed to the within instrument and acknowledged that they executed the same for the purposes therein contained. In wi es where I her t set my hand and official seal. Notary Public Title of Officer 15-7