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HomeMy WebLinkAbout11-02-09 15056051058 REV-150 ~ cos-o5) PA Departrr~nt of Revenue OFFICULL USE ONLY Bureau of Individual Taxes INHERITANCE TAX RETURN County Code Year PO BOX 280601 F1e Number Harrisburg, PA 17128-0601 RESIDENT DECEDENT ~ O / ~Q 3~ ENTER DECEDENT INFORMATION BELOW Social Security Number Date of Death Date of Birth _ _ _. 188-12-5966 02/16/2009 09/02/1924 Decedents Last Name Suffix Decedent's First Name MI Kemble Sr Norman E (If Applicable) Enter Surviving Spouse's Information Below Spouse's Last Name Suffix Spouse's First Name MI Spouse's Socal Security Number THIS RETURN MUST BE FILED IN DUPLICATE WI1rH THE REGISTER OF WILLS FILL INAPPROPRIATE OVALS BELOW ~ 1. Original Retum 2. Supplemental Retum C~ 3. Remainder Retum (date of death prior to 12-!13-ffi2) r~ 4. Limited Estate 4a. Future Interest Compromise (date of ~3 5. Federal Estate Tax Retum Required death after 12-12-82) 6. Decedent Died Testate O)~;} 7. Decedent Maintained a Living Trust ____ 8. Total Number of Safe Deposit Boxes (Attach Copy of Will) (Attach Copy of Trust) +`~ 9. Litigation Proceeds Received {~ 10. Spousal Poverty Credit (date of death ~ 11. Election to ilex under Sec. 9113(A) between 12-31-9t and 1-1-95) (Attach Sdp. O) CORRESPONDENT - THIS SECTION MUST BE COMPLETED. ALL CORRESPONDENCE AND CONFlDENTIAL TAX INFORMATIONi,SH LD BE D~ECTED T0: Name Daytime Telephorhe Number Johnna J. Kopecky Esq __ (717) 221-1111 Finn Name (If Applicable) ~------+ ---- _.-- REGISTER S The Shagin Law Group USE -I-l -,-T ~ 2 First line of address rr r "-~ _ _ _ ~ G e w, t_=~ - I ` ' 120 South Street ~ r-~ ~ , , ~ -A-~ ~ _ Second line of address _ J _ ._ _ ~ ~ .~ r"~~ ~-~ City or Post Office State ZIP Code FILED ~_ ~ ~ , ~t ,» ~~ Harrisburg _ PA 17101 r _. _ _ _ _ ComespondenYs e-mail address: Under penalties of perjury,) declare that I have examined this return, indudfng accompanying schedules and statements, and to the of imy knowledge and belief , it ~ true. correct and complete. Declaration of pn:parer other than the persoriai repre.4entatlve is based on all information of which pre~arAr has any knowledge NA T URE OF PER SON RESP ONSIBLE FOR FILING RETURN bA~ S~G - - / ' /, I v FV.LM~~ ~ . /( 1,M J I'1 e - ~1 • N It o (/ 7~ /~~4 ~ ~ ` - C_-V ADDRESS SIGNATURE REPRESENTATIVE GATE f ~ r y ~ ADDRESS a o ~ ~~~-, f -~,.~ ~ ~P~4 i -~, o ~ PLEASE USE ORIl~NAL FORM ONLY 15056051058 Side 1 15056051058 ~b 15056052059 REV-1500 EX Decedent's Social Security Number Daoeaenrs Name: Norman E Kemble 188-12-5966 LATION 1. Real estate (Schedule A) ......................................... .... 1. 0.00 2. Stocks and Bonds (Schedule B) ................................... .... 2. 0.00 3. Closely Held Corporation, Partnership or Sole-Proprietorship (Schedule C) . .... 3. 0.00 4. Mortgages 8 Notes Receivable (Schedule D) ......................... .... 4. 0.00 5. Cash, Bank Deposits & Miscellaneous Personal Property (Schedule E) .... .... 5. 40,170.42 6. Jointly Owned Properly (Schedule F) i Separate Billing Requested ... .... 6. 2,500.00 7. Inter-V'rvos Transfers & Miscellaneous Non-Probate Property (Schedule G) Separate Billing Requested.... .... 7. 8. Total Gross Assets (total Lines 1-7) ................................ .... 8. 42,670.42 9. Funeral Expenses & Administrative Costs (Schedule H) ................. .... 9. 13,728.60 10. Debts of Decedent, Mortgage Liabilities, 8 Liens (Schedule I) ............ .... 10. 931.11 11. Total Deductions (total Lines 9 & 10) ............................... .... 11. _._ 14,659.71 12. Net Value of Estate (Line 8 minus Line 11) .......................... .... 12. 28,010.71 13. Charitable and Governmental Bequests/Sec 9113 Trusts for which an election to tax has not been made (Schedule J) .................... .... 13. 14. Net Value Subject to Tax (Line 12 minus Line 13) .................... .... 14. 28,010.71 TAX COMPUTATION -SEE INSTRUCTIONS FOR APPLICABLE RATES ~ ~ ~.~~~~a 15. Amount of Line 14 taxable at the spousal tax rate, or transfers under Sec. 9116 (a)(1.2) X .0_ 15. 16. Amount of Line 14 taxable _ _ . , at lineal rate X .0 45 28,010.71 16. 1,260.48 _. 17. Amount of Line 14 taxable _ ~ .. _. - at sibling rate X .12 17. 18. Amount of Line 14 taxable at collateral rate X .15 18, 19. TAX DUE ..................................................... ....19. 1,260.48 20. FILL IN THE OVAL IF YOU ARE REQUESTING A REFUND OF AN OVERPAYMENT 15056052059 Side 2 15056052059 REV-1500 EX Page 3 Decedent's Complete Address: . _ _ ._. .. File Number DECEDENTS NAME ~. DECEDENTS SOCIAL. SECURITY NUMBER Norman E Kemble 188-12-5966 STREETADDRESS 546 S. 3rd Street CITY STATE ZIP Lemoyne PA 17043 Tax Payments and Credits: 1. Tax Due (Page 2 Line 19) 2. CreditslPayments A. Spousal Poverty Credit B. Prior Payments C. Discount 3. InterestlPenaltt+ ifapplicable D. Interest E. Penalty (1) Total Credits (A + B + C) (2) Total Interest/PenaKy (D + E ) 4. If Line 2 is greater than line 1 + Line 3, enter the difference. This is the OVERPAYMENT. Fift in oval on Page 2, Line 20 to request a refund. 5. If Line 1 + Line 3 is greater than Line 2, eater 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) (56) 1,260.48 Make Check Payable to: REGISTER OF WILLS, AGENT ...., PLEASE ANSWER THE FOLLOWING QUfST10NS BY PLACING AN "X" IN THE APPR~PrtiATE BLOCKS 1. Did decedent make a transfer and: a. retain the use or income of the property transferred; ........................................................................... b. retain the right to designate who shall use the property transferred or its income : ............................. c. retain a reversionary interest; or ........................................................................................................... d. receive the promise for life of either payments, benefits or care? ....................................................... 2. If death occurred after December 12,1982, did decedent transfer property within one year of death without receiving adequate consideration? ............................................................................................... 3. Did decedent own an in mist for" or payable upon death bank account or security at his or her death? 4. Did decedent aim an Individual Retirement Account, annuity, or other non-probate property which contains a benefidary designation? ...................................................................... Yes No .............. d .............. ^ . ^x IF THE ANSYVER TO ANY OF THE ABOVE QUESTIONS IS YES, YOU MUST COMPLETE SCHEDULE G AND FILE'. IT AS PART OF THE RETURN. Fore ~~~ , r~~-~~~~ ., _. ~ _ ~,`` dates of death on or after July 1, 1994 and before January 1, 1995, the tax rate imposed on the net value of transfers to or for the use of the surviving spouse is three (3) percent [72 P.S. §9116 (a) (1.1) (i)]. Fa 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 t~urviving spouse is zero (0) percent [72 P.S. §9116 (a) (1.1) (ii)]. The statute does not exempt a transfer to a surviving spouse from tax, and the statutory requir@mer~ts for disdosure of assets and filing a tax reium are still applicable even if the surviving spouse is the only benefidary. For dates of death on or after July 1, 2000: The tax rate imposed on the net value of transfers from a deceased child twenty-one years of age or younger at death to or! for the use of a natural parent, an adoptive parent, or a stepparent of the child is zero (0) percent 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 benefidaries is four and one-halt (4.5) percent, except as noted in 72 P.S. §9116(1.2) (!2 P.S. §9116(a)(1)]. The tax rate imposed on the net value of transfers to or for the use of the decedents siblings is twelve (12) percent [72 P.S. §9116(a)(1.3)]. Asibling isdefined, under Sedion 9102, as an individual who has at least one parent in common with the decedent, whether by blood or adoption. REV-1508 EX+ (6-98) COMMONWEALTH OF PENNSYLVANIA INHERITANCE TAX RETURN RESIDENT DECEDENT SCMEpuLE E CASH, BANK DEPOSITS, & MISC. PERSONAL PROPERTY ESTATE OF FILE NUMBER Kemble Norman E. Sr. Include the proceeds of litigation and the date the proceeds were received by the estate. All property jointly~awned with right of survivorship must be disclosed en srhpd~ae F (ir more space is neetletl, insert additional sheets of the same size) REV-1509 EX+ (6-98) COMMONWEALTH OF PENNSYLVANIA INHERITANCE TAX RETURN RESIDENT DECEDENT scNEOU~ F JOINTLY OWNED PROPERTY ESTATE OF FILE NUMBER Kemble Norman E. Sr ff an asset was made joint within one year of the decedent's date of death, it must be reported on Schedule G. SURVIVING JOINT TENANT(S) NAME ADDRESS ' RELATIONSHIP TO DECEDENT A• Leslie Kemble-Brunner 546 South 3rd Street Lemoyne, PA daughter B. C. I I JOINTLY-0WNED PROPERTY: LETTER DATE DESCRIPTION OF PROPERTY % OF DATE OF DEATH ITEM FOR JOINT MADE INCLUDE NAME OF FINANCL4L INSTITUTION AND BANK ACCOUNT NUMBER OR SIMILAR DATE OF DEATH DECD'S VALUE OF NUMBER TENANT JOINT IDENTIFYING NUMBER. ATTACH DEED FOR JOVNTLY-HELD REAL ESTATE. VALUE OF ASSET I T DECEDENT'S INTEREST ~ ~ A' 07!01109 607 sq. ft cabin located at Smoke Hole Camp, Powles Valley, Dauphin © 5,000.00 50 2,500.00 l'.nrinty lanri is laacar• I , I TOTAL (Also enter on line 6, Recapitulation) $ 2,500.00 (If more space is needed, insert additional sheets of the same size) REV-1511 EX+ (12-99) COMMONWEALTH OF PENNSYLVANIA INHERITANCE TAX RETURN RESIDENT DECEDENT ~M~pULE N FUNERAL EXPENSES 8~ ADMINISTRATIVE COSTS ESTATE OF FILE NUMBER Kemble Norman E. Sr Debts of decedent must be reported on Schedule I. ITEM NUMBER DESCRIPTION AMOUNT A. FUNERAL EXPENSES: 1. Musseiman Funeral Home 9,611.90 .. `, 2 Shoops Cemetery 1 227 00 s Fox-Eichelburger VFW Post 7415 (wake) _ 1, 054.70 a Gingrich Memorials ~ ' 135.00 _. < . -~ ~ .. ._. ... 1 __ B. ADMINISTRATIVE COSTS: 1. Personal Representative's Commissions 1,000.00 Name of Personal Representative(s) Leslie Kemble-Brunner - p: - Soaal Security Number(s)/EIN Number of Personal Representative(s) ,20&54-7153 Street Address _ , City .State dip Year(s) Commission Paid: 2. AttomeyFees ?ham. ~4~ac~„-, l~.N (~raa~ t_l_C_ 500.00 3. Family Exemption: (If decedents address is not the same as claimant's, attach explanation) Gaimant _ Street Address ... _. _ i Gty State Zip Relationship of Claimant to Decedent 4. Probate Fees 5. Accountants Fees 6. Tax Retum Preparer's Fees 200.00 7. _ L. TOTAL (Also enter on line 9, Recapitulatipn) S- 13.728.60 (If more space is needed, insert additional sheets of the same size) REV-1512 EX+ (12-08) ~pennsylvania SCHEDULE I DEPARTMENT OF REVENUE DEBTS OF DECEDENT, INHERITANCE TAX RETURN MORTGAGE LIABILITIES $t LIENS RESIDENT DECEDENT ESTATE OF FILE NUMBER Kemble Norman E. Sr. Report debts incurred by the deaderlt prior to death that remained unpaid at the date of death, including unreim~ursed medical expenses. ITEM NUMBER VALUE AT DATE DESCRIPTION OF DEATH ....,w . ,_,._,.. 1• Comcast Cable 114.48 :_. 2 Pennsylvania American water ~ 02.54 i 3 Andrews 8~ Patel 135.00 ., . ,. 4 Borough of Lemoyne (sewer/trash) 126.53 <, , - , _. ,.~ 5 UGI (gas and service contract) 251.91 6 AT&T 57.25: .. ,. .: 7 PPi~L 127.60 ,,,. 8 2009 Personal Income tax (Faith Nicola) 9.80 9 Hospital Telephone & Telecom Services 6.00 ~ ,,.. ,. - :~. -. ~ . r r _..; :. , ,. ._,>x , ~+ }, }. ,. ~_ I' J _ ~! TOTAL (Also enter on Line 10, Recapitulation) ; 931.11 If more space is needed, insert additional sheets of the same size. ' REV-1513 EX+ (11-08) Pennsylvania DEPARTMENT OF REVENUE INHERITANCE TAX RETURN RESIDENT DECEDENT SCHEDULE BENEFICIARIES ESTATE OF FILE NUMBER Kemble Norman E Sr. NUMBER NAME AND ADDRESS OF PERSON(S) RECEIVING PROPERTY RELATIONSHIP TO DECEDENT Do Not List Trustee(s) AMOUNT OR SHARE OF ESTATE I TAXABLE DISTRIBUTIONS [Include outright. spousal distributions and transfers under Sec. 9116 (a) (1.2).] 1. Richard Martz, 9 Crescent Dr, New Cumberland PA ,son-in-law ,._ .._ 833.33 2 Leslie Kemble-Brunner, 546 S. 3rd St, Lemoyne PA daughter 833.33 3 Florence Jtineat, Haylesville, NC da hter u9 ~ .8503.57 4 Norman Kemble, Jr ,East Waterford, PA son, 8852.57 5 Norma Martz, 9 Crescent Drive, New Cumberland, PA daughter 9336.91 ENTER DOLLAR AMOUNTS FOR DISTRIBUTIONS SHOWN ABOVE ON LINES 15 THROUGH 18 OF REV-1500 COVER SHEET, A S APPROPRIATE. II NON-TAXABLE DISTRIBUTIONS: A. SPOUSAL DISTRIBUTIONS UNDER SECTION 9113 FOR WHICH AN ELECTION TO TAX IS NOT TAKEN 1. .. , B. CHARITABLE AND GOVERNMENTAL DISTRIBUTIONS 1. ,. .; n...,... ,. . TOTAL OF PART II -ENTER TOTAL NON TAXABLE DISTRIBUTIONS ON LINE 13 OF REV-1500 COVER SHEET. I~ If more space is needed, insert additional sheets of the same size. THE NORMAN ~, KEMBLE, SR., [tEVOCAHI,E TNiUST AGR~EMEN"f BETWEEN: NORMAN E. KEMBLE, SR. AS SETTLOR ANp: NORMAN E. KEMBLE, SR. AS TRUSTEE Ngl"lppp ~.1Cvmble, Sr., rowld~ltt of Sob South 3rd Street, Lemoyne, County K~fCumberland, in tho Cotttmogwoalth of Potuisyly~ilia, doott hereby establish a Trust (the "Trust') upon the conditions and for the purposes hereafter set forth. AltT1C'LE ONE Section 1.01 Trust Estate Deflned This Treat is formed to hold title to real and personal property for the benefit of the Settlor of tho Trust and to provide for the orderly use and transfer of these assets upon the death of the Settlor. Tho "Trust Estate" is defined ~s till properly transferred or conveyed to, and recteived by the Trustoo and hold pursuapt to the terms of this instrument. The Trustee is required to hold, admtnletor, and distributo Mitt prt~perty a1 provldod in this Trust Agreement. , The l~ottlo~ phall lint tho property held in the Ttuat on Schedule A, which is botlrtd together with and mado a part of this Trust Agreement by re1brence thereto, and which may he amendod from time to time by the Settlor as property is ~clded to ar retn~~ved from the Trust. The Settlor acknowledges that the Settlor has b•tuleferrod to the '['testae, withouit consldcsration, the sum of Fifty Dollars ($40.00), ~vhioh was the original corpus of the Trust Estate. Additional property may b® added to tho 'Crust f?etato at ally time by the Settlor,: or by arty person or persons, by inter vivos or testamentary transfer. All such original and additi~anal property constituting the Trust Estate shall be held- managed and distributed as herein ptfovided. Section 1.02 E~plovee Bt~1~1_ lp~ !n the event that any desigttatlot- of the 'C~ustee of this Trust as beneficiary in arty employee bonoflt plan In which the Sett~ot• lnay have an interest shall be ineffectual in whole or in part, the Bottler wp.clflaally royuopts t~1tt~ lie eominittee, or other group having authority to do ao under ruoh plan, rolect the Trustee cif the Trust as botieflciary of such plans to the maximum extent 'Crum AYreeitient Page 1 possible. The "Crustee may elect the mach of l-uyrucnl which, in the "t'rustee's f.I18C1'Clll+ll, ilppeflry to be the moat advantageous ciplic-n available l.+ ihu '1'rclyl Wild/or Ily t ~lan-current inamu beneficiaries in terms of income, estate, r-nd irrlleritaucu Ilrx, tmdi-rr investmcnl return considerations, based on the'1'ruytee's evaluati-m of the fircty and circumstances relcvfrnt to such considerations as they exist at the time the Trustee makes much electir+ll. Ful-th!t~r, the ~I'rustce may, predicated upon the foregoing conrticierationy, elect In writing nc~t to treull the delllh benefits as a lump sum distribution for income tax purpc-ses and thus exclude the same ti-om eylutc taxes. An election by the Trustee in goad faith In the exercise of the discretiomary power conft~rred upon it shall be final and binding upon all persons whomsoever and shall be a full a4:quittance and discharge to the Trustee, and the "Crustec shall not he liable to any person by rdason of its exercise of such discretionary power. 1.03 Life insurance The Trustee may be named art herfeficifrry of duulh benefit proceeds of life insujrance pi-I ivies. Such death benefit proceeds will be subjtlct to ul1 the Iertrte herec~t: '1'hc: "Trustecr shall ru7t he obligated to pay any premiumH, assessments, <fr c-Ilter charges on any policies riot awned by the Trust, nor to keep anyone infr-rmed witt- respe~~t therelc-. 't'he 'rl'UHteU shall Ill-II be rey~~nnsible for any acts or omissions of the owners iq contu:ctiun with any pc-licy. 'fhe owner of each policy in which the Trustee is narrred beneficiary but ik nc-t Itw c+wner hey reyc~rved all'ritlhts, r~ption, and privileges, including all incidents of owneh•ship, contul•red by the ten~ns of the l~-~licics. such rights shall include, but not be limited to, t:he rlltllt to change the heneliciarics eal'such p--licies. 1.04 Retention of Pro,~er~v ChrrracteX Any property transferred to this Trust shall retain its original character and, in tike event. of revocation, the Trustee shall distribute such property to the Settler based on thc~ same property rights the Settler had prior to trgrlsfer to the Trl.lst. Section ! .os ~r.~fltl<(lltnt~ As used in this Trust Agreement 1. The term "Settler" shall rei+~r to Nc-rnlan I~: Kemhle, Sr.. 2. The term "descendant" shall mefur the luwllrl issue a1•a deceased parent iu the line of descent, but does not include Lhc issue ol'any parent who is fl ~dcscerulunt oi'thc; deceased parson in quest[on and who iy living ut the time in quc~;tion. 3. The terms "child" and "deHCendant" include any issue born to a decedent, a child legally adopted by the decedent, and a posthumous child. of a decedent. A posthumous child is to be considered ay living at the time of his br her parent's death. Treat Agreement Page 2 4. The term "survives" or "surviving", unless otherwise indicated .herein, Shull be construed to mean surviving the decedent 1`or at least sixty (60) clays. 11'the person referred to dies within sixty (60) days of the death of the decedent, the reference 1~~ him or her will be constrtl~xi as if he or she had failed to survive the decedent; provided, however, that ahy such person will have, during such period, Lhc right t~~ the use and enjoyment as a life tenant of all property in which hlis or her interest will fail by reason of death during such period. 5. The term "issue" will include al I natural and adopted children i#' applicable, and descendants attd those legally adopted into the line of descent. 6. The term "per etlrl-es" musuis strict per stirf~es and does not mean per capita with representation. Eiuneficiul'ies eulitled to take under a "per stirpc~s" clauHe will include both n-ttural and udoptecl children and their descendants. 7. The term "Trust" includes the initial 'Trust established hcreundet• as well av any separate trust established udder the terms caf this 't'rust Agreement. 8. The terms "'trust Assets" wed "'hrust Instate" include all assets a~l'any trutit created hereunder acid income det'ived from such assets and all proceeda of any description derived from khe sale, exchange, or other disposition of such assets. 9. When required to give reasonable effect to the context in which used, pronouns in the masculine, feminine, or neuter gender include each other, anld nouns and pronouns in the plural or shiguletr number include each other. Section 1.06 Trustee Dceianellc~ Settlor is hereby designated ay 'I'i ustee. '1`tte tcrrm "'1'rusteer" ets u--ed in this Trust Agreement shall refer to Settlor so long as the Settlor servt~s as 1 rustee, and/or to any guccessor'Crustec who assumes the role of Trustee. 'Chess Trustees shall server in the order as providecll in Secti-~n 9.01 of this Trust Agreement. Section 1.07 Apportionment The Trustee of the Trust is directrxl to apportion receipts and expenditures of the types described below between principal and income as fc:itlows: Whenever the principal, ar any part thereof; of the Trust Estate i~ invested in securities purchased at a premium or at a discount, any premium will he charged against principal ctnd any discount will be credited to principal; 2. Any stock divlderlds and tights to purchaser additional stuck issued on securities held in trust w1111-e treater! as p~tincipal. All other dividends, except liquidating Trual Agreement Page distributions, will be treat~ct as itlcotne~; and 3. The amount of any applic~hle dupletion allowance for fbderal income tax purposes will be treated ~ ~Incoltle. Section 1.08 Administration of Trust ~g~na Sg,~lor's .i;~ The Trustee shall hold, manage, invest, end reinvest the Trust Estate and shall collect the income thereof, and shall, upon demand of the Settlor, pay to the bettlor during the Set~lor's life all net income of the property iri the Trust Estate. In the event that the Settlor does nod demand payment of the net income of property, than the T~stee may in its discretion accumulate such income, and such income will become tiie property of the Trust Estate. The Trustee shall further pay prlrlcipal, pp to the whole therreof, to the Settlor upon written request. Section 1.09 Discretionary Tep inatioit The Trustee may terminate the Trust w1i~t~, in the opinion of the Trustee, the pttincipal is reduced to such an extent that it is not in the best interest of the bul~eflciary or beneflciaM~ies to ccmtinue the Trust. The judgment of the Trustee vVith respect to thiK decision to terminate will be final and not subject to judicial review. If the Tr tee terminates a 'Crust according to this Section, the dale the Trust terminates will be deemed the~pte fixed for tern~ination of the Trust,,and the 'Trustee will distribute the assets of the terminating Trust to the beneficiary or beneficiaries pursuant to this Agreement. Section 1.10 Amendment and Revoca lon The Settlor hereby retsina the hallowing pawers, exercisable at any time during the Settlor's lifetime: 1. To withdraw any of the pa~e~perty included In the Trust Estate by diving the Trustee; written notice apeuifying the property so withdrawn, in which event, the 'T'rustee shall promptly transfer and deliver such prtaperty to the Settlor o~ the Settlor's designee. 2. To amend the provisions pf this 'Crust Agreement in any respect without t:he necessity of securing the twttsent of the Trustee to such changes, in which event, u. copy of the amendment alta~l be promptly tLrnished to the Trustese. 3. To revoke this Trust by giving the Trustee written notice of such'revocation, in which event the Trustee s~all promptly transfer and deliver the property constituting the Trust Estt~te to the Settlor or the Settlor's designee together with an accounting therefore. Trutt AQreetltent Page 4 4. Any and all gills c-f Trust Assets shall conHtitute a revocation by the Settlor as to Trust adminiatratic-n over such property, whether Ruch gift is mcule by a Settlor or by the Trustee at written c+lrectii~n of the 8c~tilc-r. 5. If a Settlor is incapacifatcxj such power to revoke, alter, or amend the 7't•ust maybe exercised by the agent of such Scattlor without approval of any court, or by the Guardian or Conservator at the direction ol~a court of competent jurisdiction. Section 1.11 Irrevocability Except as otherwise provided, on the death of Settlor, the designation of beneficiaries of specific gifts in this Trust Agreement shall becorrte irrevocable and not subject to ameiydment or modification. ARTI(:'LN: TWO Section 2.01 Protection of Settlor in L+'yu~(~~~jly During the life of the Settlor, should Settlorbecome incapacitated as defined in Section 2.02 below, the Trustee may, in the Trustee's hsolule discretion, pay income and pirint;ipal tar the benefit of the incapacitated Settlc-r. In addition, the Trustee, in his or her absolltte discretion, may pay to or apply, for the benefit of thct Settlor, such sums from the net income and from the principal of the Trust Estate as the Trusted believes is necessary or advisable far the medical care, comfortable maintenance, and welfbre of the Settlor. Suction 2.02 Inc acity 1. A person is ddterntined to be incapacitated i1'any Trustee or Berneficiary hereunder comes into possession of anyol'Ihe ti-llowing: a. A jurisdlctfanally ttpplicahlet court order holding the party to be legally incapacitated to sot oil his on her behall'and appointing a guardian or conservator to act fi-t' him or her; or b. Written certificates which are duly executed, witnessed, acrd acknawledl;ed of two licensed physicians, each certlf'ying that the physician has examined the person and has cK-ncluded that, by reason of accident, tmental deterioration, or other cause, such person has become incappacitated and can no longer act rationally and prudently in his or her own financial best interest; or c. Evidence wl~tich suoh Trusioe or Beneficiary deems to be credible and Trutt Agreement Page 5 currently upplicablo that ~i pcreun ha;~ clisuplietu-ecl, is unaccountcihly absent, or is being eletained undci- duroes, anal Ihut he ur sho is unable to cl'tcctively and prudently look after hie ur her ocvn hart interests. 2. In the event that a person is determined to he incapacitated as ptovidecl shove, then in that event and uruler thoee ch•cu-mstances: a. Such person is deergexi to have become incapacitated, as that teen is used iu this Trust agreement; and b. Such incapacity is deemed to continue until such court oraler, certificates, and/or circumstances are inapplicable or have been revokt:d. 3. A physician's ceM ificate to the caffect that the person is no longer incapacitated shall revoke a certificate declaring the pereun incapacitated. Thy certificate which revokes the earlier certifi~:ate may be cxecailed by either the ori~jinctl cca1lying physician or two ether lfcot~sed, board certl I icd physicians. No '1'rustoc .+hall be under any duty to Institute jury inquiry into n pursun's passible incapacityy. 'i'he reasonable expense of any such inquiry shall be paid tram the "1'iruet Ascots. Section 2.03 Principal Invasion During the life of the Settlor, should the net incumc of asNCts container( in this '('rust ho insufficient to provide for the care, maintenance, or support of the Settlor as herein defined, the Trustee may, in the Trustee's sole and absolute; discretion, pay to or apply for tlhe benefit of the Settlor or any of the Settlor's dependents, such amounts from the principal of tl'-e Trust Estate as the Trustee deems'necessary or advisable for the care, maintenance, or support ~ofthe Settlor. Section 2.04 ~;,~ If the Settlor' residence proporty Is part o1'the `I'nist, the ~{uttlur shall hove possession r-I' and full management of the residence and shall have the rigltl to u~xupy it Iree of rent. Any o~penses arising from the maintenance of the prop~nty cued Krum all tnxos, lions, ussessmc~nte, and insurtuu.c premiums, are to be paid from the; Trust to the extent that assets are avteilable fi-r payr~icmt. It is the intent of the Settlor to retain all homestead lights available to the Settlor under the applicable: state law. ARTICLE THREE Section 3.01 Distribution of T'r su t Estalu Ut~c-n Death oi~ e o Upon the death of the Settlor, the Successor Trustee shall take charge of the Trust Assets, pay all Trutt Algreement Page 6 of the legally enforceable debts of the Settlor, incltulh-g ilia cxpertscs ot'the last Illness and funeral expenses of the Settlor, current bills, and any and till ollten~ expenses incurred in closing out this Trust and making distributions of asset, thereof'. After giving effect to the section of this 'I'r•ust A~eernent entitled "Special Directives", the assets then remaining in the Trust Estate w:Uall I>e distributed io the following Elencticittries in thy: indicated shares: Florence Jtineant $10,0110.00; Norman Kemble, Jr. ',610,000.00; Norma E. Martz $10,0110.00 plus one-third of the camp and contents; Richard Martz one-third of camp and contents, provided he is married to Norma Martz at the time of the -icath of th-~ tilcttlor; Leslie 9. Kemble-13runnar nil romainitrK personalty, one-third of camp and contents, plus all of the rust, residue and -•c»nal-tdor of the nstatr If any of the beneficiaries named immediately atu-vc who are natural parsons du not survive the Settlor, then the share that would otherwise have passed to that deceasf:d beneficiary shall be distributed to that deceased beneficiary's [ssue Ihen living per stirpcs. if the decK.ascd beneficiary has no issue which survive the Settlor, then the share that would otherwise have b~;en distributed to the deceased beneficiary named above shall he distributed to the other beneficiary(ics) named above on a pro-rata basis. Section 3.02 If All Beneficiaries Predecease Upon the death of the Settlor, if neither beneficitu•ies nor alternate beneficiaries named herein survive, then the Trust Assets shall be distributed to the hairs at low ofi Settlor. Section 3.03 Power to A o'nt agents The Successor Trustee shall have the right to retain un accuuntxrnt and/or an attorney at law for professional services on behalf of the Trust Estakc or E;atates herein. The SUCC4's$or 'T'rustee shall not be responsible for the acts ol'such agtmts beyond his or Iter obligation to use: reasonable care in the selection of such agents. ARTICLE FOUR Section 4.U1 common Pot'1'rusl Trust Agreement Page 7 At the death of the Settlor, the "I"rustee shall nol rrcutc a t'~anutiuii 1'ut 'hrust. A.II oPthe Trust Estate that has not been distrihute~d unde~• prior Articles of lhe'f1'IFYI Akre;Cillent shall bc' held, administered, divided, and distributed acce~rdin~ to the I)ruvlNiut~H Hui Forth above. Section 4.02 Principle of Representati0~ Unless indicated differently in this Trust A~•eemcnt or in the "Special Directives" section that follows, in the event any of the named Beneficiaries should predecease Settlor,) all of that person's share of the Trust :Estate is to be divided equally among the deceased Beneficiary's children or issue per stirpes. In the event. the predeceased Beneficiary leaves no surviving children or issue, then all of the person's share ot'the '['rust Estate shall be divided equally among the remaining Beneficiaries per sl irpes. If a Beneficiary of the Settlor survives Sottlor, but should Pail to survive to collk:ct his or her share at distribution, the share shall pass to the: survivinf{ issue c)1'that deceased Benefficiary per stirpes and with right of representation. AKTIC'LE F1V[+: Section 5.01 Non-Income Producin~'3;~lget~,y During the life of the Settlor, the Trustees cue authorized to retain in the Trust, for so long as the Trustees may deem advisable, any property received by the Trustees from the Settlor, whether or not such property is of the character permitted bylaw for the investment of Truist funds. Section 5.02 Trustees Powers The Trustees shall have all powers eonfet'red upon a 'i'rustecs by law for the orderly administration of the Trust: E'sekate. If any property is dish•ihuled c-utright under' he prc-vision of this Trust Agreement to a person who is a miner, clislrlhutluii rnuy he made corder the Pennsylvania Uniform Transfer to Minors Act ("1'A l l'1'M A"-. 'l'hc 'Trustees ar~~ further authorized to sign, deliver, and/or receive any cl~)cwnc~nts uccuss~try to c;arty ouf~ the pc-wcrs contained within this Section. The Trustees of any trust under this Trust .Agre;cmcnt (including uny substitute c)r successor Trustees) will have and be subject to all of the powers, duties, and responsibilities gn•anted ar imposed by the Pennsylvania Consolidated Statutes (20 Pa. C.S. Suction 101. et'sey.) as such Statute may provide at the time of administration of the Trust, except to the extent that the same are inconsistent with the provisions of this Agreement. Section 5.03 S>?ecific Powers oI Trusteed Trutt Agrc+en~ent Page 8 In addition, the Trustees will have the fa~lawinh spucilic powers: Trust Estate: The'I'rusteaoi may Ic:ave irrvuslucl any property corning into its hands hereunder in any farm of ~nvestityent even thought: the investmartt may nc-t be of the character of investments permitted by law to trustees, without liability for loss or depreciation in value. 'The Trustees may sell, exchange, or otherwise dispose of an reinvest property wttieh may at any time be a part of the Trust Estate upon such terms and conditions as the Trustees may deerrt advisable. The 'T'rustees may invest and reinvest the Trust Assets from time to time in any property real, personal, or mixed, including without limitation, securities of domestic and foreign corporations and itwesttnent trusts of companies, bondsy debentures, preferred stocks, eammota stocks, mortgages, mortgage participation, and interests in common trust funds, a1~ with complete discretion to convert rrealty into personalty ur pm'sunalty into realty or otherwise change the character of the Trust Estate, even though such tnvestlttent (by reason of its character, amount, proportion to th+~ total Tryst Esttliu, ar ctLhetwis8) wc-uld not be t:onsidured appropriate ~'or a fiduciary apart Pram this prc7visicm and even though such investment caused part or all of the fatal trUsl lstulu to be invested in investments of one type or of one buriil~ess c-r uirnpuny. 2. Holding Property: The Trustees tnay hc-Id property in the Trustees' name, as Trustees, or in the name of a norrdnuu without disclosing this Trust. 3. Release of Power: If the 'Trustees deem it to be in the best intereist of the 'Trust and its Beneficiaries, the Trus(aes, by written instrument signed by sluch Trustees, will have the power and autho~lty to release, disclaim, or restrict thescope of any power or discretion granta~cf in this Trust Agreement or implied lby law. 4. Agents, Ertl loyees: The'Crustees may etrlplay one or more agents to perform any act of ac~miglwilration, whetl•tur or not discretionary, including attorneys, auditors, inveskment mangers, ur others, as the 'I'I'ustees shall d~;em necessary or advisable. The 'Trustees thay cutl~pettsatc~ u~{ants and otl-er employees and may delegate to them any and ell dis~rutiuns uncl powers. 5. Leases: The Trustees msy tease any'Trust Assutty generally or f~rr oil, gas, and mineral development, even though the lease lernl may extend belyond the term of the Trust of which the property is a part. T'he Trustees may enter into any covenants, and agreeme~it~ relating to the property sa leased or concerning any improvements which may Then ur thereafter be erected on such }property. 6. Common Fonda: The Trustees may hold any of the Trust Assets in a common fund with property from other tt•ust estates and may make investmients jointly with any other trust, the property of which is includcxi in the common fund. Trust Agreement Page A 7. Securities: With respect to securities held in Lhe 'I ruNt I:ytate, the Trrusteex may exercise all the rights, powers, and priviluurs ol•an owner, incleuling but not limited to, the power to veto, give proxies, urul to rnty assessments and other sumH deemed by the Tnrstees noe:essai.v for t11e protecti~-n of the Trust E?state. In addition, the Trustees may participate in voting trusts, foreclosures, reorganizations, consolidations, rnurgers, liquidations, ,end rn ccmnechon therewith, to deposit securities with and transfer title to any protective or other committee under such teens as the 1'rustecs may deem advisable. In addition, the Trustees may exercise or sell stock subscription or conversion rights and may accept and retain as an investment any securities or other property received through the exorcise of any of the foregoing powers, regardless'of nay limitations elsewhere in this instrument rel~rlive to investments by'Trustees. 8. Purchases from k!state: The Trustees may purchase property of any kind from the executor or adtnlnlstrator ofour usttitus. 9. Lending: 'Che `T'rustees rr-tiy make loans, secured or unsecured,. to the executor or administrator ofour estateis, to kuiy Nonoticlary e-i' This '['rust, or to the 'T'rustees. Further, the Trustees may use Trust Assets to guarantee; obligations of any incom(~ Beneficiary of this Trust (unless such Tiunullciury is serving as 'firuateus). 10. Distributions to or for Borteficiarios: Thu "Trustees may make arty distribution contemplated by this Trust Agreement (I) to the I~uneficiary: (21) if the Deneficiar'v is under a legal disability or if the Trustees determines that the I~eneficiary is unable to properly manage his or her affairs, to a person furnishing support, maintenance, or education for the Beneficiary or with whom the Beneficiary is residing for expenditures,on the t3eneticiary's behalf; or (3) if the Beneficiary is a minor, to a Trustees of an existing trust established exclusively (or the benefit of such minor, whether created by Ihir( Trust Agreement or otherwise, or to a custodian for tiro Ileneficiary, as selected by the Trustees, under'the Pennsylvania Uniform'fransfcr to Miners Aea. AlteiYtativul,y, Ilie'I'rustees miiy apply rrll or a part of the disb~ihution fin the launcliciury'~+ 1lemullt. Any distri~-utiun under this paragraph will be a full discharl;(r ol•tltu'I'ruHtueH with respect thlereto. C)n any partial or final distribution of the `T'rust Assets, thr 't'rustees mays apportion and allocate the assets of the Ttvst I?state in cosh or in kind, or partly in cash and partly in kind, or in undivided interests in the manner deemed advisable ut the discretion of the Trustees a.nd to xell any property deemed neccs~;ary by the Trustees to make the distribution. T'he Trustees may distribute sifts of uh to $12,000.00 per year per donee out of principal and/or interest. 11. Insurance: T'he Trustees Wray purchase new life insurance, pay the premiums on existing life insurance on the life of any Trust Beneficiary, purchase annuities (either commercial or private) from any corporation, trust, or individual, and may procure and pay the premiums on other insurance of the kinds, forms, and Trust Agreement Page lU amounts deemed advisable by tlru Trustees to profoat the Trustees and the Trust Estate. 12. Borrowing: The Trustees tnay borrow money from the Trust Estate and others. 7~'-:- secure the repayment therbof, the Trustees may mortgage, pledgNr, or otherwise encumber part or all of the Trust Assets, and in connection with''the acquisition of any property, the Trustees may assume a liability or may acquire property subject to a liability. 13. Repairs: The Trustees may make ordinary and extraordinary repriirs and alterations to bulltlings or other '1'ruat Assets. 14. Deserves: Tha'1't'ustees spay eartttbliah such reserves out of inccNme for taxes, assessments, repair, and rtrainte~tartev ae thu Trustees consider a~~propriate. 15. Continuation of Businesg~ The'I'ruateaa tnuy wntinue any business or businesses in which the Trust has an interest at the tints ofthe 9ettlor's death far ao long as the Trustees may, in its sple discretion, consider necessary or desirable, whether or not the business is conducted by the 8ettlors at the time of their death individually, as a partnership, or as a corporation wholly owned pr controlled by them, with full authority tp sell, nettle, and discontinue any of th~rrr when and upon such terms and conditions as the Trustees may, in their soli discretion, consider necessary or des table. 16. Retain Property foc Perso al Uae: The Trustees may retain a residence or other property for the personal ~8 of a BoneHciary and allow a Benet~ciary to use or occupy the retuitred propetty free of r®nt and maintenance expenges. 17. Dealing with 'I'ltird Parties; The 'Cruatvvr ntuy deal with any persK~n or entity regardless of ralatlonship qr ide~rtity of any '1'ruatcrea to or with tl?at pereun or entity. The Trustees may hold ur irivtrak ally part of or all of the Treat lsstate in common or undivided interests with that person oh entity. 18. Partitions, Divisions, Distributicrtrs: Tire Trustees will have the power to make all partitions, divisions, and distributions contemplated by this Trust Agreement. Any partitions, divisions, or other distributions maybe made in Gash, in kind, or partly in cash and partly ip kind, in a manner that the Trustees d~'ems appropriate (including composing shares differently). The Trustees may determine the value of any property, which valuation will be binding on all Beneficiaries. No adjustments are required 1:a compensate for any partitions, divisions, or distributions havitlg unegtral consequences to the Beneficiaries. 19. Claims Contmversies: The Trustees may maintain and defend any claim or controversy by or against the Tl~iast without: the joinder or consent of any Trutt Agreement Pale l t Beneficiary. The'I'rustees may cotntnencc or deiund at the expanse of the Trust any litigation with respect to the' 'Trust ur uny property of the Trust Estate. as the Trustees may deem advisable. The `frustc~~s may employ, for re~-sonable compensation, such counsel as the 'T'rusteew shall deem advisable; for that purpose, 20. Merger of Trusts: If at any time the Trustees of any trust: created' hereunder shall also be acting as Trustees of any other trust created by trust instrument or by trust declazation for the benefit of the same Beneficiary or Beneficiazies and upon substantially the scene terns and conditions, the Trustees aze autlharized and empowered,lf In the Trustees' eliscretie~n such action is in the best interest of the Beneficiary or B~sneficiarios, to transti~r and merge all of the assd:ts then held under such truest created pursuant to this Trust Agreement to and with such other trust and thereupi~n to tcrthinatc the LreiNl created pursuant to this Trust Agreement. 'The 'Trustees are flit tlier utttlu~ri~ecl tci accept the assets of any other trust which may bo transii~Ted t~~ auy truest crc+atcd hereunder anal to administer and distribute such assets and prupcrtius esu Iranestitrred in accordiance with the provisions of this Agreemc+nt. 21. Termination of Small Trust: Any corpurulr. 'Trustee which is serving as the sole Trustee of any Tnist or any Share thereof may at uny time terminate such Trust or Shaze if, in the Trustee's Hole judgment, the continued management of such Trust or Shazes is no longer economical because of the small size of such Trust or Share and if such action will be deemed to be in the best interests of the Beneficiary or Beneficiaries. In case of such termination, the Trustee will distribute forthwith the shaze of the 'Trust Estate so terminated to the income Beneficiary, per stirpes. Upon such dislriht.ttion, such Trust or 4harc; will terminate and tlhe Trustee will not be liable or ruesponsible to any pereson c-r persons whomsoever for its action. The Trustee will not be liable fui fi~iling e-r reliising at any time tlo terminate any Trust or a Sharp (hereof as auth~~riic;cl I-y (hies pteragraph. 22. Power to Determine Incu~ne and I'rincip~il. Uividertds payable in stuck oi'the issuing corporation, stock splits, and capital gains will be treated' as principal. Except as herein otherwise specltictdly pr~-vidcd, tlu; Trustees will have full power and authority to dctenminc~ the manner in which expenses fire to he borne and in which receipts are ko be credited as hetween principal and income. The Trustees has the power to determine what will constitute principal or income and may withhold from income and reserves for depreciation or depletion as the Trustees may deem fair aria equitable. In determining such matters, the Trustees may given consideration to the provisions of the Pennsylvania Statutes (or its successor statutes) relating to such mutters, but it will not be bound by such provisions. 23. Generation-Skipping Taxes and Payment: I f the 'trustees considor any distribution or termination cif un interest or Iniwer horei.mder its a distributiomor termination Trua~1 Agreement Page Ia subject to a generation-skipping, tux, the 'I'rusteus urcr authorized a. To augment any taxable c~lstt'ihulac-n by an urtu~unt which the Trustees estimate to be suf~uient to pay Nuch lax and charge the earns to the particular trust to which the tax related without adjustment of the relative interests ol'the Ben~~liciaries; b. To pay such tax, in the case of a taxable termination, from the particular trust to which the trix relates without adjustment of the relative interests of the Beneficiaries. If such tax is imposed in part by reason for the Trust Assets, the 'trustees will pay only the portion of such tax attributable to the taxable termination hereunder taking into consideration drrductions, exempNcmW, credits, and crlhor factorR which the Trustees deem advisable; and c. To postpanw final turrninrlllun crf' any particular trust and to withhold any portion or all of the'Crust I'setulu until tho'1'rusteos are satiistied that the Trustees no longer have ally Ilrrbilil.y tc~ pay any generatiorn-skipping tax with reference to sgah trust or its tut•~tthtaNun, Section 5.04 Special Provision for S C n,~gr~;~,,,~• Notwithstanding what is othorwi®e provided in this Trust Agrootnont, if at any kime the Trust contains any stock of a corporation whic~r elects or has elected treatment as an "`S Corporation" as defined by Section 1361(a)(1) of the Internal Revenue Cod (or any corresponding successor statute), such stock will be sogreylated from the other assets of such and treated'as a separate trust. The Trustees will fLrthor divide th.e separate trust into shares for each Belneficiary and such shares will bo distributed outrlghl or held in trust as heroin provided. In addition, all other provisions of this Trust Ayreattlont will apply iu each gharo hold Intrust (and constituting a separate trust) except that the 'I"t•uatees will dist~ibuto rill of the income from each separate trust to its Beneficiary in convonlont lnbtrrllmente at louNt rrnnttrtlly. It ie~ lito Settler's indent that each separate trust will be recogrrizod us a "Qµalifiec) ~iuhchupler S '1"rust" ("QSST")' under election 1361(d)(2) of the Internal Revenue Code (or a,ry currur~rulu.iing Nuccossor statute). Notwithstanding any provisionrr of this Trust AKroornorll lu the acmtrary, the TrtNstoes's powers and discretions with respect to the admirlistratirrrr of each Neparata trust (includi#rg methods of accounting, bookkeeping, making distributionrr, and characterizing receipts and expenses) will not be exercised or exercisable except in a manner conairrtenl with allowing each separate trust tc~ be treated as a QSST as above described. ARTICLE SIX Section 6.O1 Coordination with; Settlor'B Pm~gtt~.~:dtgtti Trust Agreement Page l3 ~- 1. At any time during the coptinuunce of this 't'rust, including subsequent to the death of the Svttlor, the Tr•usteca may, in Ihcir sole and «ncontrollcd discretion, distribute to the dc;ceased Settlor's probate estate cash and/or other property as a Beneficiary of the Trust. 2. All other provisions to the contrary notwithstanding, under no ~;ircumstances shall any restricted proceeds, as hereinafter dctined, be either directly or indirectly (i) distributed to or for the benefit of the Settlor's executors or the Settlor's probate estate; or (ii) used to pay any other obligations of the Settlor's estate. The term "restricted proceeds" means: a. All qualificxl plans, individual retirement accounts, or similar benefits which are received or receivable by any Trustee hereunder, and which are paid solely to a Beneficiary otlrc.~r than the: executor of the Sett~or's gross estate for Federal estate tax purlr~rses; and b. All procuede of insurance cm the Settlor's life which, if paid to a Beneficiary other than fire Settlcrr's eslute, would he exempt from inheritance or similar death taxes under a~plicahle state death laws. Section 6.02 Direction to Minimize Taxes In the administration of the Trust hereunder, its fiduciaries shall exercise all available tax related elections, options, and choices in such manner as they, in their sole but reasonable judgment (where appropriate, receiving advice of tax counsel), believe will achieve the overall minimum in total combined present and reasonably anticipated future administrative expenses and taxes of all kinds. This applies not only to said Trust, but also to ita Beneficiaries, to the other Trusts hereunder and their Beneficiaries, and to the Settlor's probate estate. Without limitation on the generality of the foreuoing direction (which shall to that extend supercede the usual fiduciary duty of impartiality), such fiduciaries shall not be accountable to any person interested in this Tr~rst or to Settlor'r: astute ti-r the manner in which they she-Il carry out this direction to minimize overall taxes and oxpensus (including any decision they may make not to incur the expense of a detailed anKlysis cif r-Itornalave choices). Even though their decisions in this regard may result in increased taxes or decreased distributions ko the Trust, to the estate, or to one or more Beneficiaries, the Iiduciaries shall nut be obligated for compensation readjustments or reimbursements which arise by reason of the manner in which the fduciaries carry out this direction. Section 6.03 Judsrrrent and Discretion Q~Trtrstee In the absence of proof of bad faith, all questions o1'construction or interpretation of any trusts created by this Trust Agreement will be finally curd conclusively determined solely by the Trustee, according to the Trustee's best judgment and without recourse to any court. Each Trust Agreement Page lA determination by the Trustee is binding an the 13cncliciur~cs and prospective 13e:neficiarics hereunder, both ii being and unborn, as well ay ell other persons, fines, or corporations. The Trustee, when exercising ac~y discretionary power relatinu to the distribution or fcccumulation of principal or income or to the termination of any trust, will be responsible only for lack of good faith in the exercise of such power. Each detec~ninatiun niay be relied upon to ,the same extent as if it were a final and binding judicial det~minaticm. In the event of a conflict 17etween the provisions of this Trust Agreement and those ol'the Pennsylvania Statutes, the provisions of this Agreement will control. ARTICLE: SH;VEN Section 7.01 Resolution of +~'on ict Any controversy between the 'Trustee or 'I'rustc:c~y ,arid any other `Trustee or Trustees, or between any other parties to this Trust, including Heneticiarius, involving the construction or application of any of the terms, provisions, or conditions of 1hiN 'Trust shall, on the written !request of either or any disagreement party served on the other or others, shall he submitted to arbitration. The pazties to such azbitration shall each appoint one peryun to hear and determine the dispute and, i1' they aze unable to agree, then the two persons yo chosen shall select a third impartial arbitrator whose decision shall be final and conclusive upon both parties. `The cast of arbitration shall be borne by the losing party or in such proportion ccs the arbitrator(s) shall decide.', Such arbitration shall comply with the commercial azbitration rules of the American Arbitration Association, 14U West 51" Street, New York, NY 10200 Section 7.02 I icontestability The beneficial provisions of this 'trust Agreement are intended to be in lieu of tiny other rights, claims, or interests of whatever nature, whether statutory or otherwise, except bona fide pre-death debts, which any Beneficiary hereunder tray have; in Settler's estate or in the prroperties intrust hereunder. Accordingly, if any Beneficiary hereunder uHHerls any claim (except a legally enforceable debt), statutory election or other riµht c-r inlercNt against or in Settlc,hr's estate, or any properties of this Trust, other than pursuant to the expreeK teens hereof; or directly or indirectly contests, disputes, or calls into question, before Frey court, the validity of this Tt'ust Agreement then: Such Beneficiary shall thereby absolutely Forfeit any and all beneficial interests of` whatever kind and nature while such Beneficiary or his or her hairs might otherwise have under this Trust Agreement and the interests of the other Beneficiaries hereunder shall thereupon be appropriately and proportionately increased; and 2. All of the provisions of this TniNt Agreement, to the extent that they confer any Trust Agreement Page 15 benefits, powers, or rights whatscrc;ver upon such claiming, electing, or contesting Beneficiary, shall thereupon become absolutely void; and 3. Such claiming electing, or contenting Beneficiary, if then acting as a Trustee hereunder, shall automatically cease to be a Trustee and shall thereafter be ineligible to either select, remove, or become a 'Trustee hereunder. Section 7.03 Specific Omissions Any and all persons and entities, except those pc~raons and entities specifically named herein, have been intentionally omitted from this Trust Agreement. If any person or entity shall successfully challenge any term or condil:ion of this Trust Agreement, then, to that person or entity shall be given the sum ol'one dollar ($1.(10) in lieu and in place of any otiher benefit, grant, or interest which that person or interest may have in the 'Trust Iatate. Section 7.04 Benefits Confidential The Settler further declares that it is the Settler's desire and intent that the provisions of this Trusl Agreement aze to remain confidential as to all parties. The Settler directs that ~mly the information concerning the benefits paid to any particular Beneficiary shall be revealed to such individual and that no individual shall have a right to information concerning t}he benefits being paid to any other Beneficiary. ARTICLE EIGHT Section 8.01 Distribution in Kind or in „~ On any division of the assets of the Trust Estate Into shuress, and c-n any final or partial distribution of the assets of the Trust Estl~te, the Trustee, ut his or her absolute discretion, may divide and distribute undivided interests of such assets on a pro rate or non-pro grata basis, or may sell any part of or all of such assets and may make divisions or distributions in crash or partly in cash and partly in kind. The decision of the Trustee, either prior to or on any divvision or distribution of such assets, as to what cotlstitutes u proper division of such assets of the 'Trust Estate, shall be binding on all persons interested in any trust provided t~lr in thi~a Trust Agreement. Section 8.02 Spendthrift Provisions Neither the principal nor the income of t}lis Trust Agreement shall be liable for the debts of a Beneficiary. Except as otherwise expressly provided in this Ab~rec~rrlent, no Beneeficiary of any trust shall have any right, powdr, or authority to alienate, c+ncumber, or hypothecate this or her interest in the principal or income of this Trust /lgreement in any manner, nor stall the interests Trusl',Agreement Page lfi of any Beneficiary be subject to the claims of hip, ur her creditors ur liable to attachment, execution, or other process of law. The limitations herein shell not restrict the exercise of any power of appointment or the right to disclaim. Section 8.03 Definition of Children The terms "child" and "children" as used in this Agreement mean the lawful issue of a Settlor. This definition also includes children legally adopted by the Settlor. Section 8.04 andicapped Beneficiaries Any Beneficiary who is determined by a court of competent jurisdiction to be inncapacitated shall not have any discretionary rights of a Beneficiary with respect to this Trust, or ~o their share or portion thereof. The Trustee shall hold and maintain such incapacitated Beneficiary's share of the Trust estate and shall, in the Trustee's sole discretion, provide for such Beneficiary as that Trustee would provide for a minor. Notwithstanding the ii~regoing, any Beneficiary who is diagnosed for the purposes of govenvne~rtal benefits (as hereinal3er cielineatedy as being incapacitated or as being disabled, and who shall be untitled to governmental srcpport and benefits by reason of such incapacity or disability, shall cease to be a Beneficiary of this Trust. Likewise, they shall cease to be a Beneficiary i I' any share or portion of the principal or income of the Trust shall become subject to the claims of cu~y governmental agency for casts or benefits, fees, or charges. The portion of the Trust Estate which, absent the provisions of this section, wouuld have been the share of such incapacitated or handicapped person shall be retained in trust for gas long as that individual lives. The Trustee, at his or her sole discretion, shall utilize such fumds for the maintenance of that individual. If such individual recovers from his or her incajpacity or disability and is no longer eligible for aid from any governmental agency, including costs or benefits, fees, or charges, such individual shall be reinstated as a Beneficiary aver 60 days from such recovery and the allocation and distribution provisions as stated herein shill apply to that portion of the Trues Estate which is held by the Trusl:ee subject to the foregoing provisions of this section. If said handicapped Beneficiary is no longer living and shall leave children then living, the deceased child's shFtre shall pass to those children per stirpes. If the~•e are no children, the share shall be allocated proportionatcay among the remaining Beneficiaries. ARTI('L.E NINE Section 9.01 Trustees All Trustees are to serve without bond. The following will act as Trustees of any Trusts created. by this Trust Agreement, in the fi~llowing order of succession: Trust Agreement Page 17 First: The undersigned, Nprmatl G. Kemble, Sr.. Second: Upon the death or uicapacity afthe anginal Trustee, Leslie S. Kemble- Brunner of 546 South 3rd Street, Lemoyne, PA 17043 (Phone No. 717-774- 5425), is hereby designated Successar Trustee. Third: In the event she is unable or unwilling to act, then Norma', E. Martz of 9 Crescent Drive, New Cumberland, PA 17070 (Phone No. 717-774-3987) is hereby designated Successor Trustee. Last: A Trustee chosen by the majority of beneficiaries with a parent or legal guardian voting for'minor beneflciaries; provided, however, that the children of any deceased beneficiary shall collectively haute only one vote. Section 9.02 Allocation and Dietributi~n of th@ T st esetg Upon the death of the Settler the Trustee shall bold, administer, and distribute the Trust Assets in the manner herein prescribed. Section 9.03 Personal Property Distribution Notwithstanding any provision of this Trust Agreement to the contrary, the Tny,stee must abide by any memorandum by the Settler, particularly that contained in the section entitled "Special Directives" incorporated into this Trust Ipstrument and any exhibits attached td this Trust Agreement containing Special Directives of the Settler, directing the dispositioh of Trust Assets of every kind including, but not limited tp, furniture, appliances, furnishings, pictures, china, silverware, glass, books, jewelry, wearing apparel, and all policies of fire, burglary, property damage, and other insurance on or in cortnectian with the use of property. Otherwise, any personal and household effects of the Settler Shull he distributed with the remaining assets of the Trust Estate. Section 9.04 Liability of Trustee The Trustee will not be responsible or liable for any loss which may occur by mason of depreciation in value of the properties at any time belonging to the Trust Estate''nor for any other loss which may occur, except that the Trustee will be liable for each Trustee's qwn negligence, neglect, default, or willful wrong. The Trustee will not be liable or responsible',for the acts, omissions, or defaults of any agent or other person to whom duties maybe properly delegated hereunder (except officers or regular employees of the Trustee if such agent or person was appointed with due care). The Trustee rrtay receive reimbursement from the Truest Estate for any liability, whether in contract or in tort, incurred in the administration of'the Trutt Estate in accordance with the provisions hereof, and the Trustee may contract in such forth that such Trustee will be except from such personal liability and that such liability will b~ limited to the Trust Assets. Trust Agreement PAge l8 Section 9.05 Successor Trustees Any Successor Trustee shall have all the power, rights, cHscretion, and obligations conferred on a Trustee by this Trust Agreement. All rights, titles, and interest in the property'of the Trust shall immediately vest in the successor Trustee at thc time of appointment. The prior Trustee shall, without warranty, transfer to the Successor Trustee the existing Trust property; IMIo successor Trustee shall be under any duty to examine, verify, questions, or audit the boolcs,xecords, accounts, or transaction of any preceding Trustee; and no Successor Trustee shall be liable for any loss or expense from or occasioned by anything done or neglected to be done by a predecessor Trustee. A Successor Trustee shall be liable only for his or her oven acts and defaults. ARTICLE TEN Section 10.01 Perpetuities Sayings C~ lease Notwithstanding any other provision of this instrument, the Trusts created hereunder shall terminate not later than twenty-one (21) years after the doath of the last survivor of the Settlor and any other beneficiary or beneficiaries named or defined in this Trust living', on the date of the death of the Settlor. The Trustee shall distribute remaining Trust principal and all' accrued or undistributed net income hereunder to this beneficiary or beneficiaries. If there is.more than one beneficiary, the distribution shall be in tl#e proportion in which they are Beneficiaries; if no proportion is designated, then the distribution shall be in equal shares to such beneficiaries. ARTICLE ELEVEN Section 11.01 Governing Law It is not intended that the laws of only one particular state shall necessarily govern all questions pertaining to all of the Trust hereunder. 1. The validity of the Trust hereunder, as well as the validity of the particular provisions of the Trust, shall be governed by the laws of the stag which has sufficient connection with the Trust to support such validity. 2. The meaning and effect of the terms of this Trust Agreement shall be governed by the laws of the Commonwealth of Pennsylvania. 3. The administration of thin Trust shall be governed by the laws o~the state in which the principal office of the Trustee then having custody of the Trust's Trust Agreement Page 19 principal assets and records is locsated. The foregoing shall apply even though the situs of same Trust Assets or the home of the Settlor, a Trustee, or a beneficiary may at some time or times be elsewher©. Section 11.02 Invalidi of ®ny Provision If a court finds that any provision of this Trust Agreement is void, invalid, or unenforceable, the remaining provisions of this Agreement will continue to be fully effective. Section 11.03 g The use of headings in connection with the various articles and sections of this (Trust Agreement is solely for convenience and the headings are to be given no meaning or significance whatsoever in construing the terms and provisions of'this Agreement. Section 11.04 Internal Revenue Code T®rminolaYv As used herein, the words "gross estate," "adjustod gross estate," "taxable estatd," "unified credit," "state death tax credit," "maximum marital deduction," "marital deduction," and any other word or words which from the context in which it or they are used refer tb the Internal Revenue Code shall be assigned the same meaning as words have for the purpojses of applying the Internal Revenue Code to a deceased Settlor's estate. Reference to sectionsi of the Internal Revenue Code and to the Internal Revenue Code shall refer to the Internal Revenue Code amended to the date of such Settlor's death. ARTICLE 12 Section 12.01 Special Directives of Norman E, Kemblc,, 'r. Norman E. Kemble, Sr. hereby directs that befy~re any distribution of the assets of the Trust Estate to the named beneficiaries, certain specillc distributions, if any, shall be trade from the assets as set forth on the list attached hereto and marked "Exhibit A-Special Directives of Norman E. Kemble, Sr.". SETTLOR: ,.~i.. Norman E. Kemble, Sr. TRUSTEE: Norman E. Kemble, Sr. Trwt' Agreement Page 20 COMMONWEALTH OF PENNSYLVANIA COUNTY OF CUMBERLAND The undersigned certifies that on the ~ ~ day of N o u ~~ ~, ~ 0 8 NORMAN E. KEMBLE, SR., known to me or satisfactorily proven to me to ble the person whose name is subscribed to the foregoing document, personally appeared before me land acknowledged that he/she executed the same as Settlor and Trustee for the purposes therein contained. Notary Public, ommonwealth of Pennsylvania Novww.lluu ROI@Rf J HORNI Nofory Publlo LQWER MCCUNOI! TWR IINIGH COUNTY ~y Comml~Mn Explrw Jun 14, ZO10 Tru#t Agreement Page 21