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HomeMy WebLinkAbout12-21-09~ REV-1500 1505607120 EX (06-05) OFFICIAL USE ONLY PA Department of Revenue county coos rear File Number Bureau of Individual Taxes INHERITANCE TAX RETURN PO 80X.280601 Harrisburg, PA 17128-0601 RESIDENT DECEDENT ~ t ~~ ~ ~ ~~ Social Security Number 201182859 Decedent's Last Name CRALL BELOW Date of Death 08302009 (If Applicable) Enter Surviving Spouse's Information Below Spouse's Last Name Spouse's Social Security Number Date of Birth 11301923 Suffix Decedent's First Name MI GENEVIEVE E Suffix Spouse's First Name MI THIS RETURN MUST BE FILED IN DUPLICATE WITH THE REGISTER OF WILLS FILL IN APPROPRIATE OVALS BELOW ® 1. Original Return ^ 2. Supplemental Return ^ 3. Remainder Return (date of death prior to 12-13-82) ^ 4. Limited Estate ^ qa, future Interest Compromise ^ 5. Federal Estate Tax Return Required (date of death aver 12-12-92) 1 ® ti Decedent Died Testate ® T Atecad C Ma'~cntained; Living Trust ( oPY 8. Total Number of Safe Deposit Boxes (Attach Copy of Will) ^ 9. Litigation Proceeds Received ^ 1 p, Spousal Poverty credit (date of death ^ 11, Election to tax under Sec. 9113(A) between 12-31-91 and t-1-95) (Attach SCh. O) ,C,ORRESPONDENT -THIS SECTION MUST BE COMPLETED. ALL CORRESPONDENCE AND CONFIDENTIAL TAX INFORMATIO .SHOULD BE DIRECTED TO: rename Daytime Telephony Number AARON C. JACKSON ES Q. 7177613535 Firm Name (If Applicable) JACKSON LAW FIRM First line of address 4076 MARKET STREET, SUITE 206 Second line of address City or Post Office CAMP HILL State ZIP Code PA 17011 REGISTER OF W ILLS USE O~Y C ~ 0 ~ ~-x O C~ ~ `~ Q ~~ t:'~ r~ ~ m - " '- l7 N ,-~ ,iJ ~'i~ c"~~ =n _ DAT~-F~'D ~ _'-_ :.. ~,, . -~ '~ c ~f •"i ~ .7 -, <. _-~ :f:~ `_. ~~ _; ~ Correspondent's e-mail address: Under penalties of pery'ury, I declare that 1 have examined this return, including accompanying schedules and statements, and to the best pf my knowledge and belief, it is true, correct and complete. Declaration of preparer other than the personal representative Is based on all information of which preparer has any knowledge. SIGI~ITURE OF PERSON RR6PONS18LE FOR FILING RETURN DATA Donna J. Glass 35 Gettysburg Pike, Mechanicburg, PA 17055 iiG10lXFWRE PREPARER OTHER THAN REPRESENTATIVE Aaron C. Jackson Esq. OC~I DATE 1~ 4076 Market 9tc~±t, Suite 206, Camp Hill, PA 17011 Side 1 1505607120 1505607120 J 1505607220 REV-1500 EX o~nrsNeme: CRALL, GENEVIEVE E Decedent's Social Security Number 2 0 118 2 8 5 9 RECAPITULATION 1. Real Estate (Schedule A) .......................................................................................... 1. 2. Stocks and Bonds (Schedule B) ............................................................................... 2. 0.00 3. Closely Held Corporation, Partnership or Sole-Proprietorship (Schedule C).......... 3. 4. Mortgages & Notes Receivable (Schedule D) .......................................................... 4. 5• Cash, Bank Deposits 8 Miscellaneous Personal Property (Schedule E) ................ 5. 12,808.01 6. Jointly Owned Property (Schedule F) ^ Separate Billing Requested ............. 6. 2 1 , 7 1 6 . 5 7 7. Inter-Vivos Transfers & Miscellaneous Non-Probate Property 2 0 8 9 9 9 0 4 (Schedule G) ^ Separate Billing Requested ............. 7. , . S. Total Gross Assets (total Lines 1-7) ....................................................................... g, 2 3, 5 2 3 6 2 32,783.12 9. Funeral Expenses & Administrative Costs (Schedule H) ......................................... 9. 2,688.33 10. Debts of Decedent, Mortgage Liabilities, 8 Liens (Schedule I) ................................ 10. 11. Total Deductions (total Lines 9 & 10) ...................................................................... 11. 35,471.45 12. Net Value of Estate (Line 8 minus Line 11) ............................................................. 12. 208,052.17 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. 208,052.17 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 .00 15. 16. Amount of Line 14 taxable 2 0 8, 0 5 2.17 at lineal rate X .045 16, 9, 3 6 2. 3 5 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. 9, 3 6 2. 3 5 20. FILL IN THE OVAL IF YOU ARE REQUESTING A REFUND OF AN OVERPAYMENT. Side 2 1505607220 1505607220 REV-1500 EX Page 3 Decedent's Complete Address: File Number DE D N NAME Crall, Genevieve E STREET ADDRESS 799 East Coover St. CITY Mechanicsburg STATE PA ZIP 17055 Tax Payments and Credits: 1. Tax Due (Page 1 Line 19) (1) 9,362.35 2. Credits/Payments A. Spousal Poverty Credit B. Prior Payments 8 , 918.7 2 C. Discount 468.12 Total Credits (A +B+C) (2) 9,386.84 3. Interest/Penalty if applicable p. Interest E. Penalty Total Interest/Penalty (D + E) (3) 0.00 4. If Line 2 is greater than Line 1 + Line 3, enter the difference. This is the OVERPAYMENT. (4) 24.49 Check box on Page 2 Line 20 to request a refund 5, If Line 1 + Line 3 is greater than Line 2, enter the difference. This is the TAX DUE. (5) q. Enter the interest on the tax due. (5A) B. Enter the total of Line 5 + 5A. This is the BALANCE DUE. (5B) Q ~ ~ Q 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 :.................................................................................. ^x b. retain the right to designate who shall use the property transferred or its income :.................................... ^x c. retain a reversionary interest; or .................................................................................................................. ^ d. receive the promise for life of either payments, benefits or care? .............................................................. ^ ^x 2. If death occurred after December 12, 1982, did decedent transfer property within one year of death without receiving adequate consideration? ....................................................................................................................... ^ 0 3. Did decedent own an "in trust for" or payable upon death bank account or security at his or her death?......... ^ ^x 4. Did decedent own an Individual Retirement Account, annuity, or other non-probate property which contains a beneficiary designation? ...................................................................................................................... 0 ^ IF THE ANSWER TO ANY OF THE ABOVE QUESTIONS IS YES, YOU MUST COMPLETE SCHEDULE G AND FILE IT AS PART OF THE RETURN. For dates of death on or after July 1, 1994 and before January 1, 1995, the tax rate imposed on the net value of transfers to or for the use of the surviving spouse is three (3) percent [72 P.S. §9116 (a) (1.1) (i)]. For dates of death on or after January 1, 1995, the tax rate imposed on the net value of transfers to or for the use of the surviving spouse is zero (0) percent [72 P.S. §9116 (a) (1.1) (ii)]. The statute does not exempt a transfer to a surviving spouse from tax, and the statutory requirements for disclosure of assets and filing a tax return are still applicable even if the surviving spouse is the only beneficiary. For dates of death on or after July 1, 2000: The tax rate imposed on the net value of transfers from a deceased child twenty-one years of age or younger at death to or for the use of a natural parent, an adoptive parent, or a stepparent of the child is zero (0) percent [72 P.S. §9116 (a) (1.2)]. The tax rate imposed on the net value of transfers to or for the use of the decedent's lineal beneficiaries is four and one-half (4.5) percent, except as noted in 72 P.S. §9116 1.2) [72 P.S. §9116 (a) (1)]. The tax rate imposed on the net value of transfers to or for the use of the decedent's siblings is twelve (12) percent [72 P.S. §9116 (a) (1.3)]. A sibling is defined under Section 9102, as an individual who has at least one parent in common with the decedent, whether by blood or adoption. SCHEDULE B COMMONWEALTH OF PENNSYLVANIA STOCKS & BONDS NJHERRANCE TA% RETURN RESIDENT DECEDENT ESTATE OF Crall, Genevieve E FILE NUMBER All property jointly-owned with right of survivorship must be disclosed on Schedule F. ITEM NUMBER DESCRIPTION UNIT VALUE VALUE AT DATE OF DEATH 1 20th Century Corporation -Restricted Securities .00 0.00 Certificate Number CPU01944 TOTAL (Also enter on line 2, Recapitulation) 0.00 SCHEDULE E CASH, BANK DEPOSITS, & MISC. COMMONWEALTH OF PENNSYLVANIA PERSONAL PROPERTY INHERRANCE TA% RETURN RESIDENT DECEDENT FILE NUMBER ESTATE OF Crall, Genevieve E Include the proceeds of litigation and the date the proceeds were received by the estate. All property jointly-owned with the right of survivorship must be disclosed on schedule F. ITEM DESCRIPTION VALUE AT DATE OF NUMBER DEATH 1 1997 Toyota Avalon 4,615.00 Kelley Blue Book Value VIN #4TBF12BXVU201928 2 Cash from Safe Deposit Box 72.90 Wachovia Bank, N.A. Mechanicsburg PA 17055 3 Cocklin Funeral Home, Inc 7,545.68 Dillsburg PA 17019 Prepaid Funeral Account Balance 4 I Personal Property I 504.50 Sold by Rowe Auction Services 5 I Blue Ridge Memorial Gardens Plots I 0.00 Harrisburg PA 17112 6 ~ Refund of Prescription Plan ~ 69.93 TOTAL (Also enter on Line 5, Recapitulation) ~ 12,808.01 SCHEDULEF COMMONWEALTH OF PENNSYLVANIA JOINTLY-OWNED PROPERTY INHERITANCE TAX RETURN RESIDENT DECEDENT ESTATE OF Crall, Genevieve E FILE NUMBER If 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 Donna J. Glass A 35 Gettysburg Pike Mechanicsburg, PA 17055 Daughter Judy A. Holbrook g 3509 Casalta Circle New Smyrna Beach, FL 32168 Daughter JOINTLY OWNED PROPERTY: ITEM NUMBER LETTER FOR JOINT TENANT DATE MADE JOINT Include name o~Tinancial llnOstituilon anpd bank account number or similar identi in number. Attach deed for'ointl -held real ~ 9 i Y estate. DATE OF DEATH VALUE OF ASSET °~ OF DECD'S INTEREST DATE OF DEATH VALUE OF DECEDENT'S INTEREST 1 A/B 11/21/2006 Mid Penn Bank Account 120.40 33% 39.73 Checking Acct. #9004086 2 A/B 07/27/2005 Mid Penn Bank Account 50,018.60 33% 16,506.14 Cart of Deposit #309001111 3 A/B 07/22/205 Wachovia Bank, N.A. 7,493.38 33% 2,472.82 Checking Acct #1000323524990 4 A/B 07/22/2005 Wachovia Bank, N.A. 8,175.40 33% 2,697.88 Money Market Acct. # 1010008235840 TOTAL (Also enter on line 6, Recapitulation) 21,716.57 COMMONWEALTH OF PENNSYLVANIA SCHEDULE G INHERITANCE TAX RETURN INTER-VIVOS TRANSFERS & RESIDENT DECEDENT ~ MISC. NON-PROBATE PROPERTY ESTATE OF Crall, Genevieve E FILE NUMBER This schedule must be completed and filed if the answer to any of questions 7 through 4 on page 2 is yes. ITEM NUMBER DESCRIPTION OF PROPERTY Include the name of the transferee, their relationship to decedent and the date of transfer. Attach a copy Of the deed for real estate. DATE OF DEATH VALUE OF ASSET % OF DECD'S INTEREST EXCLUSION (IF APPLICABLE) TAXABLE VALUE 1 Real Property held in the Genevieve E. Crall Trust 208,999.04 100% 208,999.04 799 E. Coover Street Mechanicsburg PA 17055 Tax Number 17-24-0789-124 See Attached Exhibit A TOTAL (Also enter on line 7, Recapitulation) 208,999.04 SCF~EDU.E H COMMONWEALTH of PENNSVLVANUI r~~ INHERRANCE TAX RETURN e~~QTQA~ ~TL RESIDENT DECEDENT ra~-r~ ~v ~ ~ r~ VW ~ ~7 FILE NUMBER ESTATE OF Crall, Genevieve E Debts of decedent must be reported on Schedule I. ITEM NUMBER FUNERAL EXPENSES: DESCRIPTION AMOUNT A. 1 Conklin Funeral Home Dillsburg PA 7,811.30 Funeral Services 2 Pastor Greg Sheffer 75.00 Honorarium for Funeral Service 3 Rolling Green Cemetery Company 255.00 Scroll on Headstone 4 Funeral Luncheon 248.95 B. ADMINISTRATIVE COSTS: 1. Personal Representative's Commissions Social Security Number(s) / EIN Number of Personal Representative(s): Street Address City State Zip Year(s) Commission paid 2. Attorney's Fees Jackson Law Firm 3,652.85 3. Family Exemption: (If decedent's address is not the same as claimant's, attach explanation) Claimant Street Address City State Zip Relationship of Claimant to Decedent 4. Probate Fees 5. Accountant's Fees 6. Tax Return Preparer's Fees Estimated 2009 300.00 7. Other Administrative Costs Estate Advertising -The Sentinel and Cumberland Law Journal 230.68 TOTAL (Also enter on line 9, Recapitulation) 32,783.12 Schec~,i~ H COMMONWEALTH OF PENNSYLVANIA ~ """' INHERITANCE TAX RETURN C RESIDENT DECEDENT ESTATE OF Crall, Genevieve E FILE NUMBER 1 Rowe Auction Services -Sale of Personal Property 201.57 2 Transfer Tax on Sale of Real Property 2,090.00 3 Realtors Commission on Sale of Real Property 12,539.94 See HUD -1 as Exhibit A 4 Inheritance Tax Return Filing Fee 15.00 5 Independent Handyman Services 825.00 Enola, PA 17025 6 Mike Magaro -Carpet Installation 225.00 Harrisburg PA 17112 7 John's Carpet & Upholstery Cleaning 106.00 New Cumberland PA 17070 8 Mitchell Construction 2,215.46 Mechanicsburg PA 17050 9 Capital City Oil - 121.50 Camp Hill PA 17011 10 Karl Stine -Hauling 100.00 Mechanicsburg PA 17055 11 Chad Gallagher -Yard Clean up 200.00 Camp Hill PA 17011 12 Newspaper Ads 99.70 Advertising Personal Property 13 Charles Glass 22.64 Reimbursement for cost of electrical supplies 14 Donna Glass 6 gg Reimbursement for cost of household maintenance items Page 2 of Schedule H Sdied~le HH I~ IAA COMMONWEALTH OF PENNSYLVANIA INHERITANCE TAX RETURN ~ ~/~JOM~` RESIDENT DECEDENT ESTATE OF Crall, Genevieve E FILE NUMBER 15 Judy Holbrook 627.60 Reimbursement for Travel Expense for removal and clean up of household items 16 Home Warranty 435.00 for Sale of Home 17 Verizon Phone Bill 118.15 Final Bill 18 United Water Utilities 18.75 Final Bill 19 PPL Electric Utilities 36.90 Final Bill 20 Mechanicsburg Borough 99.25 Sewer Refuse Final Bill 21 Settlement Charges and Tax Certificate Fees 105.00 for Sale of Real Property Page 3 of Schedule H SCHEDULEI DEBTS OF DECEDENT, MORTGAGE oorarAONwEn~TMOFrEN"S'~~A"'A LIABILITIES & LIENS INHERITANCE TAX RETURN RESIDENT DECEDENT FILE NUMBER ESTATE OF Crall, Genevieve E Include unreimbursed medical expenses. ITEM DESCRIPTION AMOUNT NUMBER 1 PinnacleHealth 268.00 Final Medical 2 I Visting Angels I 1,833.31 Final Medical 3 I Verizon I 49.15 Phone Bills 4 I United Water I 33.87 Water Bills 5 I PPL Utilities I 107.10 Electric Bills 6 Chad Gallagher -Yard Maintenance 200.00 Camp Hill PA 17011 7 Discover Card Balance 194.83 8 Post Master 2.07 Postage for Returning Medical Equipment TOTAL (Also enter on Line 10, Recapitulation) ~ 2,688.33 REV-1513 tcX+ (8-00) SCHEDULE) COMMONWEALTH OF PENNSYLVANIA BENEFICIARIES INHERITANCE TAX RETURN RESIDENT DECEDENT ! ESTATE OF FILE NUMBER Crall, Genevieve E NUMBER NAME AND ADDRESS OF PERSON(S) RECEIVING PROPERTY RELATIONSHIP TO DECEDENT Do Not ust Trashe(s) SHARE OF ESTATE (Words) AMOUNT OF ESTATE ($$$) I+ TAXABLE DISTRIBUTIONS [include outright spousal distributions, and transfers under Sec. 9116 (a) (1.2)] 1 Donna J. Glass Daughter Forty-Five Percent 35 Gettysburg Pike Mechanicsburg, PA 17055 2 Judy A. Holbrook Daughter Forty-Five Percent 3509 Casalta Circle New Smyrna Beach, FL 32168 3 Deborah J. Smith Granddaughter Two and one-half 139 Fairway Drive Percent Dillsburg, PA 17019 Enter dollar amounts for distributions shown above on lines 1 5 through 18, as appropriate, on Rev 1500 cover sheet II. NON-TAXABLE DISTRIBUTIONS: A. SPOUSAL DISTRIBUTIONS UNDER SECTION 9113 FOR WHICH AN ELECTION TO TAX IS NOT BEING MADE B. CHARITABLE AND GOVERNMENTAL DISTRIBUTIONS TOTAL OF PART II -ENTER TOTAL NON-TAXABLE DISTRIBUTIONS ON LINE 13 OF REV-1500 COVER SHEET 0.00 REV•7575 EX~ (8-00) ~ SCHEDULE) COMMONIMEALTHOFPENNSYLVANIA BENEFICIARIES continued INHERITANCE TAX RETURN RESIDENT DECEDENT ESTATE OF Crall, Genevieve E FILE NUMBER RELATIONSHIP TO SHARE OF ESTATE AMOUNT OF ESTATE NUMBER NAME AND ADDRESS OF PERSON(S) DECEDENT (Words) ($$$) RECEIVING PROPERTY Do Not Llet Trustee(s) I~ TAXABLE DISTRIBUTIONS [include outright spousal distributions, and transfers under Sec. 9116 (a) (1.2)] 4 Aaron C. Eaton Grandson Two and one-half 3 Hickory Drive Percent Hebron, CT 06284 5 Lisa D. Mitchell Granddaughter Two and one-half 5016 East Trindle Road Percent Mechanicsburg, PA 17050 6 Haven M. Eaton, III Grandson Two and one-half 15895 75th Lane Percent Loxahatchee, FL 33470 Page 2 of Schedule J Last Will of GENEVIEVE E. CRA.LL I, GENEVIEVE E. CRALL, of Cumberland County, Pennsylvania, make this Will and revoke all of my prior wills and codicils. Article One Distribution of My Property Section 1. Pour-Over to My Living Trust All of my property of whatever nature and kind, wherever situated, shall be distributed to my revocable living trust. The name of my trust is: GENEVIEVE E. CRALL, Trustee of the GENEVIEVE E. CRALL LIVING TRUST, dated October 30, 2006, and any amendments thereto. Section 2. Alternate Disposition If my revocable living trust is not in effect at my death for any reason whatsoever, then all of my property shall be disposed of under the terms of my revocable living trust as if it were in full force and effect on the date of my death. Page 1 . , Article Two Powers of 1VIy Personal Representative My personal representative shall have the power to perform all acts reasonably necessary to administer my estate, as well as any powers set forth in the statutes in the State of Pennsylvania relating to the powers of fiduciaries. Article Three Payment of Expenses and Taxes and Tax Elections Section 1. Cooperating with the Trustee of 1VIy Living Trust - - I direct my personal representative to consult with the Trustee of my revocable living trust to determine whether any expense or tax shall be paid from my trust or from my probate estate. Section 2. Tax Elections My personal representative, in its sole and absolute discretion, may exercise any available elections with regard to any state or federal tax laws. My personal representative, in its sole and absolute discretion, may elect to have all, none, or part of the property comprising my estate for federal estate tax purposes qualify for the federal estate tax marital deduction as qualified terminable interest property under Section 2056(b)(7) of the Internal Revenue Code. My personal representative shall not be liable to any person for decisions made in good faith under this Section Page 2 Section 3. Apportionment All expenses and claims and all estate, inheritance, and death taxes, excluding any generation-skipping transfer tax, resulting from my death and which are incurred as a result of property passing under the terms of my revocable living trust or through my probate estate shall be paid without apportionment and without reimbursement from any person: However, expenses and claims, and all estate, inheritance, and death taxes assessed with regard to property passing outside of my revocable living trust or outside of my probate estate, but included in my gross estate for federal estate tax purposes, shall be chargeable against the persons receiving such property. Article Four Appointment of My Personal Representative I appoint the following to be my personal representatives: Donna J. Glass and Judy A. Holbrook. I direct that my personal representatives not be required to furnish bond, surety, or other security. I have signed this will on October 30, 2006. (~~'~~~, ENEVIEVE E. BALL Page 3 The foregoing Will was, on the day and year written above, published and declared by GENEVIEVE E. CRALL in our presence to be her Will. We, in her presence and at her request, and in the presence of each other, have attested the same and have signed our names as attesting witnesses and have initialed each page. We declare that at the time of our attestation of this Will, GENEVIEVE E. CRALL was, according to our best knowledge and belief, of sound mind and memory and under no undue duress or constraint. Page 4 STATE OF PENNSYLVANIA ) ss. COUNTY OF CUMBERLAND ) GENEVIEVE E. CRALL, L-~,u-~J, ~~~CIC and e, f~~- ,the Testatrix and the witnesses, respectively, w ose names are signed to the foregoing Will, having been sworn, declared to the undersigned officer that the Testatrix, in the presence of the witnesses, signed the instrument as her last Will, that she signed; and that each of'the witnesses, in the presence of the Testatrix and in the presence of each other, signed the Will as a witness. GENEVIEV'E E. CRALL WITNES WITH Subscribed d sworn before me by GENEVIEVE E. CRALL, the Testatrix, and by ~ ~ ~1 ~r.F..~C and ~ ~~c 11 t~ ~V~i ..(,5`-2+J , the witnesses, on October 30, 2006. ~~ NOTARY BLIC NOTARfAL SEAL THOMAS J. ANRENS, NOTARY PUBLIC CITY OF MECHANICSBURG, CUM8ERLAND CTY. MY COMMISSION EXPIRES FEB. 12, 2QU7 Page 5 Thee 'Genevieve E. Cra~'I -'Liwi~ng~ Trust Table of Con#ein~#s Airtiole Orte` 'Section 1:U1 Section 1.02 Section 1.03 Section 1:04 Section 1.05 ' Article ~ Two Arti~ie Three 'Section 3:O1 Section 3.02 Section` 3.03 Section~3:0~4~ Section 3.05 Section 3.06 Section 3.07 ~_.. Section-3.08 Section'3.09 Article Four Section 4.01 Section4.p2 Section 4.03 Article Five Section`5.©1 Sectiem'S.02 Section<5.03 Section 5.04': Section 5:05 Section 5.06 - Section' 5.07' - 4(a~y~ . Establishing My Trust ...............................................1-1 Identifying My Trust .... .: ... ...... ...:1-1 Reliance by Third Partieson Affidavit or CertiFication of Trust ..::..:: . ..::.:........::..:......:..::::................:.......::...........1-1 Transferring Property to Iviy Trust ..::..:..: .........:..........:...:.....1-1 PowersiReserved by Me as Crrantor :....::..: .........::::....::......1-2 Grantor Trust'Status :....:...:....:.....:..:......:..........:::.......:.........1-2 Family Information .............................:.::..................:.2-1 Trustee Succession Provisions ...................:...........3-1 Resignation of a Trustee. ...... .. :3-1 . . Trustee' Succession During My Lifetime..:.,.... .:: .......:..:.:..::3-1 Trustee Succession After My Death....:...::;...: ....,::.::.::...:..3-1 Notice of Removal and Appointment..::....:': :::................: :..3-2' Appointment of a Cotrustee ......: ..............:.:.....::....,.....:..3-2 Corporate Fiduciaries ......~ :....:.::.....:::.......::.......:,`........ .:..3-3 Incapacity of a Trustee ...:.......:. .....:: .... .. .......::.. ....:.:..3-3 Appointment of Independent Special Trustee :.....:.. ......:,...3-3' g g' sor Trustees:' .....,....::..:. ...3-3; Ri fits and Obh ations of Succes Administration of My Trust During My Incapacity......: ....................:.......::.......:,.......:'.........::.4-1 Def nition of My Incapacity .....:........:.....::........:.:::.:.:.:...4=1 Deter~n;ination of My Incapacity: ..:. .. .4-1 Trust Distributions During My Incapacity ...:.: ......::. ......::...4-1 Adttiinistration of My Trust lJport~My Death.:'........:..5-1' Iv1y Trust Shall Become Irrevocable ....:: .....::.......:.:......::;...5-I Administrative Trust.....:;::.....::: ::....:.::......:.........::......::':...5-1 Payment of My Expenses and Taxes..::: ,.....::: .....:... ......:.:..5'-1 Payment of Death Taxes..: .......:......::.....::.:....:..:......::.::..5-1 N~ Apportionment Between Current and Future lntere5ts....:.::.......:.: ........:.......:. ......:, ......: .......::.......:::....5-2 Coordination'with My Personal Representative..:..:.....:..:....5-2 Authority to Make Tax Elections ......: :...............:..:...:.:.....5-3 i~ n~S~YS~t ~ ' .. 'fib `IA'si C Article Six Disposition of Tangible Persona~S~Property ... ......:.6~1 _. Section 6.~1 Distribution of Tangible Personal Property by Iviernarandum. .:............ .....6=1 .... ..g .... g .. ........ ......... .. le Personal Property ..6-t ~ e Section 6.0~ Def uon of Tan ble Personal ~ g' roperfy.....: .:................:,....6-1 Section 6:D4 Encumbrances and Incidental Expenses of Tangible Personal Property .... .:.:..:.........:.....,:::...:...::.. ....:.......,.::.:..6-2 Section".6.05 Residuary Distribution ...:............:....:.:., ....:.::...::.::......::.:.:.6-2 Article Seven Distributio'n~ to My Beneficiaries: .........................:...1-1 Section 7.01 Division of Remaining Trust Property ::................... .. . 7-1 Section 7.02 Distribution ofthe Share for Donna J..Glass :..................... : .. 7-1 Section 7:03 Distribution of the' Share for Judy A. Holbrook .................: ...7-1 'Section 7:04 Distribution of the Share for My grandchildren .......:.:........ .:.7-1 Article Eight Remote Contingent Di''stributiorr ...........: ................. ..8-1`` Article Nine ' Administration of Trusts for Underage and Incapacitated Beneficiaries .........................:........ ..9-1 SECtion 9:01 Distributions for Underage and Incapacitated Beneficiaries ::......:.. ...... ................ ......................... ...9-1 Section'9.02 Ivlctho'ds of Distribution:..: .:.:..........:..............:....:........:...:... ...9-1 `.~- Section 9.03 Application of Arti¢le ....:.:.: ............:.:.....::.::......:..........:.:.: ...9-2 A'rticle'Ten Retirement~Plans and Life Insurance Policies......: 10=1 Section 10.01 Retirement P1'ans...:., .....: ..: .......:...:.......:.....:...:....::........ :10-1 Section l'OA2 Life Insurance. Policies .. .............. :10-1 Section 10.03 Limitation on Liability of Payor::.....:..::...:..: .....:....:........ :102. Section 10.04;' Collection Et~orts ..::, .....,.:. ,....:.....:::. ..:.: :.:.:..:.........:.10-2 Section 10:05 No Obligation to Purchase or Maintain $enefits...:::::....:....10-2 Article Eleven Trust Administration ..:,.......:::........ ........ 11'-1 section l 1.01 .................. Distributions to Beneficiaries ......:.................: .......:..:.,....: 11- I' Section 11:02 No Court Proceedings.....::.........:.....: ...:.:........ :..:..:........::: 11-1 `Sectiom 11.03 No Bond ......:......:.:.. ..:......:.......................:.... ......:.:.......:. 11=1 Section `11.04' Exoneration of My 'Trustee ........................:.:..:..;............:..... 11-1 Section 11.05` Trustee;Compensatibn ..::::: ..:..............:........................::...:.: 112 Section> l 1:06 Ernpl'oyment of Professionals:>..:... ,...::.. ..:......:.: .......:........ 112 .Section 11 07 xercxse of Testamentary Power of Appointment :.:............. l l-3 Section 1 08 l . Determi nation of Principal ands Income.: ... 11-3 Section l' 1.09 Section 1'1.10` Trust Accounting .,...: .......:. ......::.......:. ..:....:..::....::.::.,:.:. Action of Trustees Disclairner i: :: , : 11-4 1 Section 11:1 l ; ... ...... :....... ...:.:...,....: ... Delegat~'on of ,Trustee Authority; Power of Attortaey .....'...... 1-5 11=5 ,~.: Section 11:12 Additions to Separate Trusts..::...:: :.::: .........:.:.....:...:....:...: 11-6 ii . _ Section i 1.13 Authority to Ivierge or Sever Trusts.....:.......:.: ....:..,. .::...:. 11-6 ..Section 11:14 Authority to Terminate Trusts;...:...:::........:..........:: ......:.. 11-6 section 11.15 MergerofCorporateFidueiary.......:..::: ....... ,...:..: .....:.:: 11- 7 Section 11.16 Benefiiiary's"Status .:.:.....:....... ...:... . 11-7 'Section 11.17 Discharge of Third Persons .............:.. .. ..:.....: .. . 1 i-7 Section 1 i .~hB Certificate by Trustee .:... ...... . i i- Section 11.19 Funeral and Other Expenses of$enefieiary .... ...:........ 11-7 Article Twelve My Trustee's Powers. .. .........:. .:12=1 .Section .12.01 Introductionto Trustee's.:Powers ..........:..............:. ....:.::. 12-1 Section 12:02 lxecution o€ Documents by My Trustee .............:.......... 12-1 Section 12:03. Investment Pov~ers in General .....:................:':.......:...:::.:. 12-1 Section 12.04 `Banking Powers . .............:....... ... ...... 12-2 ..Section 12.05 Business Powers...:.....:..:........:........ ... 12-2 'Section 12:06 :Contract Powers . ...... ....... ................ ...... 12-2 Section 12.07 Common Investments :.: .::....................:.......:........:.., ......... 12-3 Section 12:08 Environmental Powers...: :. ....:...:.....:.:: ...::... ...........:.:..... 12-3 Section 12:09 Farm, Ranch and Other Agricultural Powers.::.....,.:............ 12-3 Section 12:10, Insurance Powers .::.....:.::..::..:......:.:...::...:.:..:..:.:.::.....:..... 12-4 Section 12: l I Loans arid~ Sorrowing Powers.,... .:.: ..............................:..... 12-5 Section 12.12 Nominee Powers..:: ......:.....:...::...:..........:.......:..:.........,....... 12-5 Section 12:13 Oil, Gas, and ~I~ineral Interests;::,: ..............:...................:...... 12-5 Section 12.14 Pa e" t of Taxes and Ex enses ym n p ....... 12-5 ~.- Section. 12.15 Qualified Family Owned $usiness Interests Deducton....... 12-6 Section 12.1'6: ualifed Real Pro erty Valuation.:.......:......:..:...:,..:........ Q P 12=6 Section 12:17 Real ?r'state Powers ..... .....: . 12-6 Section 12.1'8. Residences and Tangible Personal Pro ' erty.' ::...........:....... P 12=6 Section 12.1'9 Retenti on an ~ d ent of Trust P d Aban onm roperty.:...:.:.:...:.....: 12-7 Section 12.20 Securit' lcerage and:Margin Powers .'.:....:.....::. ies Bro .......... 12-7 Section 12.21 'Settlement Powers :.... ...: ... ................ 12-8 Sectiom 12.22 Limitation on My Trustee's Powers....:...........:::: ..:............. 12-8 ArticleThir#'eeni~ General'~Pr4visio'ns. .. ... : 13'-1 Section i 3.01` Maximum Term for Trusts .......:, : ............:...............,.....:. 13-1 Section 13.02 Spendthrift Provision...:..:: , ........ .......:::...:...:.....,:.. .::..:... 13=1 Section 13.03. Conte"st Provision:.:. ..,::..: ::...........................:.........:......:.. 13-1 Sectior-.13.04' Survivcirship Presumption= .: ::........:...:........:;:......:..:: 13-1 Section 13.05 Changuig the Situs of Administration.....:::::..:: .......:....:.:.. 13-1 Section 13,06 Defim 'tions ..::.....::.......:: . ......... ...:...:...,.:.:. . . : 13=2 Section 13:07 ...... .. . .... . .. General,Provisions'and Rules of Construction :.:...:.....::..... 13-6 iu The Genevieve E. Cral1 ~s~~~rin~~~ Trus# Article,;Olne Esta'~b~li~s#~i~n~g M~y~~Tr~st `On October 30, 2006 I executed the. Genevieve E: Crall' Living Trust. I now wish to restate~~ hat original trust, and any, amendments, in their entirety.:-This restatement, dated November 10; 2006, shad replace and supersede my original trust and all' prior -atnendtnents. -This is ;my restatement to my Living Trust, dated November 10, 2006, by Genevieve E. Crall (the "Grantor") and Genevieve E. Crall (the "Trustee"). Section 1:01 Identifying My Trust Iviy trust may,;be referred 1p as "Genevieve E Crall Trustee of the Genevieve E: Crall .Living Trust dated October 30, 2QOb, and any.amendments thereto." For the purpose of transferring 'property to my trust, or' identfiying,;: my trust in; any beneficiary or .pay-on,d'eath designation, any ;description referring to my trust shall be effective if it reasonably ide'ntifies,my trust and indicates that the trust property is held' in a fiduci~-y capacity:.. _ Section 1.02 Reliance by Third Parties on Affidatiit or+Certifica~tion of Tirust From time to time, third parties m'ay require documentatiomto verify the existence of this ` ag~ree~ent, or particular provisions. of it, such as the name or names of my Trustee or the powers held~by my Trustee. To'protect the confidentiality of this agreement, my Trustee ~may'.use ~an affidavit or a certification of trust thatidentifies my Trustee-and $ets forth the- authority of my 'T'rustee to transact business on behalf of my 'trust. The affidavit or ' certification may 'include .:pertinent pages from this agreement, such as itle or signature .pages.. A> ird party may rely upon an affidavit or''certi`fi'cation `of trust that' is signed by my Trustee ,with respect o the representations contained-in the .affidavit or certification of trust. A third party relying upon an ate'davit or certification of trust shall be exonerated' from any liability for actions the !third party'- takes or fails to take `in reliance upon. the representations contained in the affidavit or certification ~of trust. A third party dealing,.. with my',Trustee shall not be required to inqu1re .into the terms of this agr~ernent or. the authority; of my Trustee, or'to seer to the appliaat~on'`that.my Trustee makes of funds or other property received by my Trustee. Sectipn1:03 Transferring Property to!~My Trust Any person or `entity, may transfer property of any kind, nature and description to my trust in;any manner authorized by lavir. ~. 1-1 (a) - Initial Funding; of My Trust By execution of 'this agreement, I transfer, convey and assign to my `.Trustee the `trust' property described on Schedule A, attached to this agreement. (b) Acceptance by'My Trustee By execution of this agreement, my Trustee accepts and agrees to hold the trust property described on Schedule A. All property transferred to my trust after the. date of this agreement must be acceptable to my Trustee. 1VIy Trustee may refuse to accept any property. Ivly Trustee shall hold, administer and dispose of all trust propemy accepted'., by my Trustee for my benefit: and Lhe benefit of my beneficiaries in accordance with the terms of 'this agreement. Section 1e04 Powet~s Reserved~~~by Me as Grantor During my lifetime; I shall', retain the powers set forth in this Section in addition to any powers that I'reserve'in other provisions of this agreement. (a) Action on Beha1'f of My Trust During any period that I am serving as' a Trustee of my trust, I may, act for and conduct business on behalf of my trust' wi'thbut the consent of ;any other Trustee. (~b) Arnentlrne'nt, Restatement ,or Revocation. I have the absolute; right, :at any time and 'from time to 'time, to amend; restate, >or'revgke any term or provisipn.of this agreement in whole or in 'part. Any americunent, restatement, or revocation must be in a written instrument signed by rne. {c) Addition or R~rho~al of Trust Property I have the absolute right, at any ..time ands from tune to time, to' add to the trust property: and to remove any property from my trust. (d) Contcol~of+lncome and Principal,~Distrbutions L'have'the absolute right to control the.,distribution of irtcorne ands principal' ' from my trust. My Trustee shall distribute to me„ , or to `such persons or entities-as I may direct, ,as much of 'tale net income,and principal ofl the trust property as I deem advisable. My Trustee may distribute trust income and principal to me or for my unrestricted use and' benefit, even to: the exhaustion of all trust property. Any undistributed income shall be added to the principal of my trust. (e) Approval' of,'~nvestm"ent Decisions I reserve the absolute right to review and~'change my Trustee's investrment decisions; however, my Trustee~shah not be required to seep my approval before making investment decisions.. _. I-2 At~ti~~~~e Two Farnil~ Inform~a~fii~o~n 2-1 Article Three - Trustee S'uccess'ion Pro~isi~o~ns Section 3.01 Resignation of a Trustee A Trustee may resign by gibing notice to me. If I am deceased, a resigning Trustee shall :give notice to the income beneficiaries of the trust and to any other Trustee then serving. section 3A2 Trustee Succession During My Lifetime During my ;lifetime, this Section shall govern the removal and` replacement of my Trustees. (a) Removal and Replacement by Me I may. remove any Trustee with or without cause at; any ~ime. if a Trustee is z~emoved, resigns or cannot continue `to serve for any reason, I may serve as sole Trustee, appointa Trustee to serve with me or appoint a successor Trustee. (b) During My lnca~pacity During:. any, time that I am incapacitated, Donna J. Glass and Judy A. .Holbrook, jointly, or the survivor of them shall replace 'any then serving Trustee. If I am incapacitated; a majority of my children rn~ay remove any Trustee, -_.. with or without cause.. If I am incapacitated' and~there is nonamed successor Trustee,;a majority of my children shall'., appoint an individual or a corporate fiduciary ta'serve as rny'successor Trustee. X11 appointments, removal's and revocations shall be'by signed written instrument,. Notice of removal shall be`delivered to ;the Trustee being removed and' shall be effective in accordance with the provisions';of the notice. 'Notice of appointrn~nt shall be delivered to and accepted by the successor Trustee and'' shall become `effective at",that time. A copy of 'the notice shall be' attached to this. agreement. Section 3.03 Trustee Succession ~##ter~My`Death After my death, this Section shall 'govern the ternoval and' replacement of my Trustees. (a) Successor Trustees ' I appoint Donna J. Glass and Judy A. Holbrook, jointly, or the survivor of hem to serve' as my successor Trustee upon my death, replacing any then serving' Trustee. 3-1 ~, (b) Rer~nova~~of a Trustee A Trustee may 'be removed' only for .cause, which removal must be approved by a court of competent jurisdiction upon the petition of any beneficiary. In no event shall the court petitioned to approve the removal of a Trustee '.acquire any jurisdiction over the trust except to the extent neces$ary to .:approve or disapprove removal of a Trustee. If a beneficiary 'is a minor or is incapacitated, the „parent or legal representative of the beneficiary may act on behalf of the beneficiary. (c) Default of Designation If the office of Trustee of a trust created under this agreement is vacant and no designated .successor Trustee is able and willing to acf as Trustee; -the primary beneficiary of the trust hall 'appoint an attorney, certified public accountant or corporate fiduciary as successor Trustee. -Any. beneficiary may petition a court of competent;; jurisdction'to appoint a successor Trustee to fill;'any vaeancy~remaining unfilled'after a period of 30 days. By making such appointment, the court shall not thereby acquire any jurisdiction over the trust, except to the` extent necessary' for maiCing the appointment, Tf a beneficiary, i a minor or is incapacitated, the .`;,parent or; legal representative of the beneficiary-.'may act on behalf of the beneficiary, Section 3.04'. N'Qtice.'of Removaliand~iAppontm~nfi Notice of removal shall be' in writing aril shall!.. be deivered''to the: Trustee being removed; along with any other Trustees then serving. The notice of removal shall be effective in accordance with its provisions. Notice of appointment shall be in writing and shall be delivered o the successor Trustee. and any;`other Trustees then serving. The appointment,:shall become effectivE at the time of acceptance by the successor Trustee. A copy of the notice shall be attached to this agreement. Section 3.0'5` A'ppointmen# o#,a;Cotru'stee Any indiyiduai Trustee may appoint an individual or a corporate fiduciary as a Cotrustee. A Cotrustee so named shall serve only as ong as the Trustee who appointed such Cotrustee serves (or, if such Cotrustee was ,named by more than one Trustee acting together, by the last`to serve of such Trustees), and such Cotrustee shall not become a ,successor Trustee upon the'death resignation, or incapacity of the Trustee who appointed: such Cotrustee, unless so appointed under the terms of this agreement Although~~~~such- Cotrustee may;, exercise all the powers of the appointing. Trustee, the combined powers of such Cotrustee and the appointing Trustee shall not. exceed the powers of the appointing Trustee alone: The Trustee appointing a Cotrustee may revoke`tlie appointrnent'at any time with or without cause. 3-2 _ _. ~ Secti~or~ 3.06 Corporate Fid~ucia'ries _ Any corporate- fiduCi!ary serving undrrr this agreement as a Trustee must be a bank,;trust p ~ p' 'ty~, is qualified to act as-a fiduciary under applicable fe~deral~. eon an~ , or, ~ ublie ahan Ghat and state law and that is~not related or„subordinate to anv beneficiary within the meaning.. of Section 672{c) of the Infiernal 12euenue Code. ~ectio`n 3.07 Incapacity of~~a Trustee If any individual Trustee becomes incapacitated;; it shall nqt be necessary for the incapacitated 'T`rustee to resign as Trustee. For Trustees other than me, a written .declaration of~~nc~pacity by-the Cptrustee, if any, or; if none, by'the party .designated to succeedahe incapacitated Trustee; if rnade in good faith, will terminate the trusteeship... Sectie'n 3.08' Appo~n ,'~ ent,of Independent Special Trustee If for any reasom the ~~rustee of,any trust created under this. agreement is unwilling or' unable to act~with respeetto any trust property or any provision of th7s agreement, the Trustee °shall ,;appoint, in writing, a corporate f duciary or an individual to serve as an Independent ~5pecial Trustee as to such property or with respect to such provision.', The lindepehdent Special Trustee appointed shall not be related or subordinate ~to any;' beneficiary bf`=the trust within `the meaning' of Section 672{c) of the ,Internal Revenue' Code. An Independent Special Trustee shall' exercise a11~ fiduciary powers granted by this' agre~ment~tinless expressly limited elsewhere. in this agreement or by the Trustee in the instrument appointing the Independent Special Trustee. An Independent .Special Trustee may resign at 'any time by delivering written notice of resignation to the Trus',tee. Notice of resignation~~~shall,l!e effective in accordance withthe terms of the notice. Secti'bn" 3,09 Rights and '.Obligations of Successor Trustees Each successor. Trustee serving under this agreement, whether corporate or` individual, shall; have all. of 'the title; rights, powers and privileges granted to the initial Trustee named under this agreement. In addition, each successor Trustee'shall be subject to all of the restrictions imposed upon, as well as all obligations and duties, both, discretionary and `' _ rustee named under this agreement. ` m~~mstenal, given to~`the initial T„_ ~_ 3=3 ~~ ,,,, ., T~1~ ~~~.. -0 } x ra r.man ..:-u ~w,- ~~~ n~~ .n ~pMNdPA9t11 Article' Four Admi~nistrati©ln of My Trusf During~My Incapacity Section 4.01 Definition of My Incapacity I shah be conside"red incapacitated during any time. that; because of age, illness, mental disorders, dependence on: prescription :medications or other substances, or any other. cause, I am unable to effectively manage my property or financial affairs. S+action 4.02 Determination of;My Incapacity :For purposes of this agreement, I am incapacitated if I am determined` to be so under any one of the following subsections. (a) Determination by Physicians I .shall be deemed incapacitated .if in the opinion ,of two licensed physicians my then exisfiing circumstances 'fall within the definition ' of incapacity as provided in Section 4.0'1'. I shal'1 be deemed restored to capacity if my personal or attending. physician signs a written opinion that I can manage my property,:` and financial affairs..... (b) Court Determination I shall' be deemed incapacitated if . a court of competent jurisdiction determines that I 'am legally incapacitated; incompetent, or otherwise unable'.to effECtively manage my property or'financal affairs. (c) Detention ;or ~~ isappearance I shall; bey deemed incapa~~tated if I cannoteffectively manage my property or financial affairs d'ue to~ my unexplained disappearance or absence for :more than 30 days, or if I am detained under duress. My disappearance,. absences or detention under duress may be established by anaffidavt of my Trustee, or,; if no Trustee is serving under this agreement, by the affidavit of ~any,,~ beneficiary under this .agreement. The affidavit~~,sbal~l~"" describe the; circumstances of ~ my disappearance, absence, or- ~~detenti0n .under ;duress. A 'third party dealing with ~y Trustee in good` faith may always rely'on the representations contained in the affidavit. I shall be 'deemed' restored to capacity upon my written notice to the successor Trustee that I can manage my property and financial affairs. Se'ction,4.03 Trust~l3istributioms~During~ll'lly Incapacity During any period~of time that I am incapaci~tated~,~ my Trustee shall administer my trust and distribute :its net income and principal as provided in this Section. 4-1 '~, (a~ Distributions for My Benefit My Trustee shall regularly and conscientiously make appropriate. distributions of trust income and, principal for my general welfare and ' comfort under the :circumstances existing at the time such' distributions are - made. Distributions under this-subsection shall include payments for any of my enforceable legal obligations. My Trustee may also make distributions for. -the payment of insurance premiums for insurance policies owned by me br by my trust,;,includng but not lYm~ted o, life; medical, disability, property and casualty, errors and` omissions and long term health care insurance policies. My Trustee is authorized> to honor pledges ,and cpntinue to make gifts to charitable organizations that I have regularly supported in the amounts I have customarily given. The examples included in this:: ubsection are for ;purposes of `illustration only and are not intended to limit the authr~rity of my Trustee to make distributi©ns'fbr m~ benefit~thatmy Trustee determines to be appropriate. (b) Mannsrof~Making bistribu~tions M Trustee >may make distributions for my benef t in any one or more of the fc-llowin~ ways:' 4-2 1 Arti~cle'F~ive _ A~d ~ ~ i~h stra~ti~~on of My Trust Upon M~~ Death Section -5.01 My Trust Shall Become; rrevocable Upon my death, my;trust shall liecome irrevocable and my;social security number may no` longer be used to identify. my trust:. My Trustee shah apply for a separate taxpayer identification number for my trust. Section 5:02 AdmihistratiNe Trust after my death and prior to the distribution of trust ;property as provided` in the subsequent Articles of this agreement, ,my trust shall be an administrative trust but may continue to be 'known as the Geraevieue E. Grall Living Trust. My administrative trust shall exist for,:a reasonable'.period of time necessary to complete the administrative.tasks. set forth in this Article. Section 5.03 Payment of MyExpenses ah'tl Taxes: lviy Trustee is authorized but not directed to pay from the, administrative. trust: Expenses of my last illness, ,funeral and burial or cremation,.. including expenses of memorials and memorial services; _ Legally enforceable: claims against me or my estate; Expenses of administering my trust and my estate; and Court ordered allowances for'those dependent upon me. These authorized payments are discretionary with my Trustee..:; My Trustee may make decisions on these ;,payments without regard to any limitation on payment of such expenses imposed by' l'aw and may make payments without obtaining the approval of any 'court. No third party `mayenforce any. claim or right to payment against my trust, by' virtue of this> discretionary authority. My Trustee shall not ,pay any a~lmipistrative- expenses from assets passing to an organization that qualifies 'for the ifederal estate tax charitable dedection~ or to asplit-interest charitable trust. My Trustee shall pay death taxes' out of the principal, of the trust:. property as.provded in Section x.04. If, however,. a probate estate is opened within six months from the date of my death, my Personal Representative 'shall,;pay claims, expenses and' death taxes 'from my prolate estate to~the extent that the cash andreadily.marketable assets included in my~ probate`'estate are sufricient to pay such iterns'unless?my Trustee`has already paid them: Section 5A4 Payment of Death, Taxes For the purposes of is Article, he term "death taxes" shall refer to ;:any taxes unposed by reason of my death by federa'1, stake or local authorities, including ::but not limited to estate, r~heritanee, gi#I,-and direct-skip:-:generation-scippirig transfer taxes. For purposes „_ of his Section, death taxes shal'not include any additional estate tax imposed by Section 5-I 2031(c)(5)(C); Section 203~A~(c) oz Section 2~057~~~~of the Internal Revenue Code or any other comparable recapture tax imposed by any fazing authority. Nor shall' death taxes include any generation-skipping transfer tax, other than a direct skip generation-skipping transfer tax. Except as otherwise ;provided inthis Section or elsewhere in this agreement;.my Trustee -shall provide for payment of all death taxes from the administrative trust without. apportionment: M~ Trustee shall not seek contribution toward or recovery of any such payments from any individual: (a) Protection of Exempt Property. In no event` hall death taxes be allocated to or .paid from any assets that are not included 7rt my gross estate for federal estate tax purposes. (b) Protection of the Cfaaritab a Deduction No death taxes shall be allocated to or paid from any assets passing;to an organization-;that qual`iFies for the federal estate tax""charitable; deduction, or from any> assets: passing to asplit=interest charitable trust„;unless my .Trustee has first used all'otlier assets' available to `my Trustee to pay the taxes. (c) Property~Passing Outside of MyTrust Death axes imposed with respect to property included in my gross estate for dea~th~ tax'~ptirposes but. passing outside of my trust shall be apportioned among `the persons. and entities benefited in the proportion that the taxable value :of'the, property, or interest bears to the total taxable value of all - property and°~'interests included in my gross estate. for death tax. pure©ses: The values to be used~~for the apportionment shall be the~~~values~as fimally detennned~ under federal, state or local law as the case may be.' Section 5.05 No.Apportionment Between'Current~and Future~lnterests ' No interest in<income-and' no estate for years or for life or other temporary interest in any property or trust are I subject to apportionment as between the temporary interest and the remainder. The tax onsthe temporary interest and the tax, if any, on the remainder are' chargeable against the corpus of the property or trust subject to ;the temporary'interest and remainder: Section 5.0'6 Coordinatio~~~with My P~ersonal~Represemtati~e The following provisions -are in~ended:~ to help;~facilitate the coordination between m~y Personal Representative, if any, ;,and my Trustee. ..These;. provisions apply even if my Personal Representative ~ and my Trustee are the same person or entity. (~a) Reliance o~n~~l1Ay i~PersonaJ "Representative NIy Trustee may rely upon the written request of my? Personal' Representative f©r pay~nents.authorizeci unde,r~ tk~is "Article 'and the arno'unts included in such payments without computing the sums involved. ' If'a payment is made under this Article to my Personal Representative, my ~_ -r Trustee shall. not have ,any :duty to inquire .into the application of the payment. '(b) Receipt of Probate Property My Trustee may, accept or decline any distributions of property tendered to my Trustee by my Personal Representative, As to property deemed acceptable by my Trustee, my ,firustee may; accept the property without audit and without obligation to review the records of my Personal:. :Representative. (c) Purcfiase of Assets #rom and Loans to My Probate Estate My Trustee is authorized: o purchase and retain, as an investment for my trust. estate, any property- that ..forms a part of my probate estate:. My Trustee may 'make'loans, with or without security; to my probate estate. My Tiustee shall'not be 1}able for any~?loss suffered~by m}~ trustas are$ult of the.:exercise of the powers granted to my Trustee in this subsection. (d) Discretionary, Distributions to My Personal Representative My Trustee is authorized to' distribute to my probate estate, as a , beneficiary'of this 'trust, cash or other trust property, including accrued .income, to whatever extent my Trustee determines it to be in the `be t interests of the~beneficiares of my trust. ~~ S~ecti;o'n 5.07: A~~tho~rty toi~Make~T~ax ,Elections Following my death, I authorize; my Trustee ! to make tax elections as prodded in thin::. Section. If, however, a PersonalRepresentative is appointed for my probate estate and as my Personal ,Representative is the recipient of specific statutorily delegated authority relative to any tax el'eerion the discretionary authority granted my Trustee retative `to the .tax election shall be subordinate t'o the statutorily delegated authority. {a) Tax Elections My Trustee's~authprity to make~tax elections shall~include, but shall nt~t be limited to, the r~~glit to choose the alternate valuation date,,,the right to elect whether to take administration expenses as estatetax deductions"or,inc.ome tax deductions, the right to .allocate my-~ unused generation-skipping exemption to all o;,,any .:portion of the trust property; the right to snake special' use valuation eleations, and the right to defet~ payment of all or` any portion of any taxes:' My Trustee may elect to treat rny.administrative trust as part of my estate for federal or'state income tax purposes or both.. My Trustee may effect to have trust property qualify for the "family owned business deduction" authorized under Section 2057 ' of the Internal Revenue Code. My Trustee may enter into any agreement on behalf o~ my 5=3. ~~ trust that is necessary to ..validly make such election urtder the Internal Revenue Code. My Trustee may .make equitable adjustments between income and principal on account of arty tax elections made by my Trustee. (b) A4iocation of G5T Exemption My Trustee may elect to allocate or not allocate any portion of the .available GST exemption under Section 263 i of the Tntemal Revenue Code,, or a counterpart exemption under any; applicable state law, to any property of which I am the transferor or deemed transferor for generation- skipping transfer :tax purposes; including any -property transferred by me during my iifc as to;'whi~h~ l did not make an allocation prior to death. The exercise of such discretion shall be based on the transfers, gift ,tax returns and other inforcnaYion known t'o my ~'rustee, witfi no requireni~rit that alloca#ions benefif the various transferees. or beneficiaries equally, proportionally, br in any other particular manner. (c)' Qualified Conservation Easements My Trusteer~nay create a~ qualified conservation easement, as :defined in Section 2~31'~,~c)(8)(A) of `the internal '~~~evenue Code 'in.any land held by my trust and make the necessary election provided"by Section 2Q31(c)(6): 5-4 ;: „ Article S'i~x ~- Dispositi~oln of Tangible Personal Property Section 6.01 Distribution of Ta'ngibl'e Personal Property by Memorandum I reserve the right to make dispositions of items of tangible personaLproperty by a signed written memorandum executed after I sign this agreement that refers to my trust and lists items of tangible. personal property and designates the beneficiary of each item. If I execute a memorandum, he memorandum is to be incorporated by reference into this agreement to'the extent permitted by law. I direct` that upon my death, my Trustee, distribute the items of tangible personal property listed in the memorandum; together with any, insurance policies. covering such property and claims under such policies, as provided in'the memorandum. Should I leave multiple written memoranda that conflict-as to `the disposition of 'any item of~ tangible personal property, the memorandum with'the most recent date shall control as to those items that are in conflict. If the rnemorandum'with the most recent date=.conflicts with a provislori of this agreement. as to the spedfic distribution of any item of tangible personals property; the provisions of the memorandum with the most recent date 'shall control as to those items that are in ' conflict. If the memorandum can not legally be incorporated by reference;; the memorandum shall then be treated as ,art amendment toy my trust and,I request that my Trustee' follow my wishes `and di~stri~bute the .items of tangible personal!. property listed in'the memorandum :according to Ys terms. Sectioh~~G.02 Distribution'of~Remaining Tangible Personali'Prop~erty 1VIy Trustee shall .distribute any, tangible personal property not, disposed, of by a written rnemoran~iitm Ito my children but not to their descendants, in shares of substantially'equal- value, to be di ided among my children as my children shall agree In the event that my Trustee determines that a .child is .incapable of acting in the child°s`best ~nterest, my Trustee `shall' appoint a person to represent the child in the division. If my children are unable~~~to. agree ;upon the division of the property within 6 months after my death, my Trustee>shall make ,thee division. Ivry Trustee may use a lottery or rotation system or any other method': of allocation to determine the order. of selection and distribution, of the property. Alternatively, my Trustee may sell all or any portion of the property and distribute the net proceeds equally among my living children. My Trustee shall incur no liability to any party for any decision made ; by my Trustee with respect to either the division or sale of ny tangible personal property and any decision made by my Trustee , shall b`e'final and binding o~ ali!'of my b~eneFcaries.~~~ Sec#ion'fi.03 Definition of Tangible Personal Property For purposes of this Artioie, my tangl~ble personal property shall include but '.not be invited to my household `furnishings; appl'iances' and fixtures, works of art; motor 6-1 vehicles, pictures, collectibles, personal wearing apparel and jewelry.; books, sptarting goods, and hobby paraphernalia. My tangible personal property shall not' include any ;property that my Trustee, in its sole and absolute discretion, determines to be part of any business or business interest owned by me or my .trust. If my Trustee receives property to be distributed under this Article from my probate estate or in any other manner after my death, my Trustee shall distribute file property,,. -free of trust, in accordance with this Article: The fact that an item of tangible personal property was not received by my;trust until after my death shall not affect the validity of -the gift. If property.. to be ?distributed under this Article is not part of the trust property upon my death and'is not $ubseq~uentiy ransferred to my Trustee from my probate estate or inany other manner after my'death, then the specific distribution of property made in this Article shall be considered null and void; without anylegal or binding effect. Sec#ion 6:04 Encumbrances and Incidental Expenses of `tangible. Personel Property My Trustee shall .distribute property under ,this Article subject to any liens; security .interests or other encumbrances on the property. lvly Trustee shall pay, as an administration expense, the reasonable expenses of storing,. insuring, packing; transporting' and otherwise caring for my tangible';'personal~ property. until each item of property is actually delivered to the appropriate beneficiary. Section 605 Residuary Distribution Any tangible personal' property; not distributed under this or prior Articles of this agreement shall be distributed as 'provided in the Articles that follow: 6-2 Arti~~le Seven Distribution fio My Beneficiaries My Trustee shall administer and distribute my remaining trust property (not distributed under prior Articles of this agreement) under the terms'of this Article.: `Section 7.0~ Divisio'n of'Remaining Trust Property My Trustee shall divide my remaining trust property into shares as folltwirs: Name Relationship Share 'Donna>J. Glass Daughter.. 45% Judy' A. 'Holbrook Daughter 45% Debflrah J. Smith Granddaughter 2.5Q/o Aaron C. Eaton Grandson 2.S% `Lisa D. Mitchell Granddaughter 2.5% Haven 1vI. Eaton, III Grandson. 2.5% 1~1y Trustee slab administer the share of each beneficiary as provided in the: Sections that follow. Section 7.0~ pistribution of thB~Share forpon~na J. G ass My Trustee shall distribute the share set aside for Donna 7. Glas's to her outright, free of trust. If Donna J. Glass is` deceased, m'y Trustee shall' distribute Donna J. Glass's `share to her descendants, per,stirpes. Tf Donna J.''Glass has no',livingdescendants tiny '~rusteeshall ;distribute I,~orna J. Glass'~s~ share pro rata to, the other beneficiaries named ~in this Article. If there: are no other named, benefciaries my Trustee shall. distribute the remaining ,.property as prdvided''m Article'E'ght. Section X7.03 Distribution of the Share for);Judy,A. Holbrook My Tr~tee shall distribute the share set aside for, Judy A Holbrook to her outright; free of trust. If Judy A. Holbrook is deceased, my Trustee hall distribute Judy A. ~-I'olbrook's share to ..her descendants, per stirpes. If Judy A Holbrook has no living desceridants,;'my Trustee.: shall distribute Judy A. Hdl'brook's share pro rata to the other beriefieiaries rimmed in this Article. , If there are no other named beneficiaries my Trustee shall distribute the remaining property as provided in~Article Eight.' Section 7.A4 b'istribution~of the Share for,Deborah Jar Smith Ivly Trustee shall distribute the share set aside for Deborah J. Smith to her outright,. free of trust. If Deborah J: Srn~i#h is deceased, my Trustee shall distribute Deborah J: Smith's share o _ her descendants, pe'r stirpes. If Deborah J. Smith has no livizlg deseend'ants„;my Trustee ~~ shall distribute Deborah J.. Smith's share prv rata to he other beneficiaries nained in this Article. If there are no other Warned beneficiaries my Trustee shall distribute the remaining property as provided in Article Eight. Section 7.05 Distribution of the>Shace for Aaron C. Eaton My' Trustee shall distribute the share set aside for'Aaron C. Eaton to him outright; free of trust: If Aaron G. Eaton., is deceased, my Trustee shall distribute; Aaron C. Eaton'sshare to his descendants, per ~tirpes. ,~~If Aaron C. Eaton has no living_;descend~ts;i my Tirustee~~~shall~ distribute Aaron C. Eaton's share pro rata to the other benefciaries named in this Article. If there are no other named beneficiaries my Trustee shall distribute the remaining property as provided in Article Eight. Section 7:06 Distribution of the Shape for'Lisa D. Mitchell My Trustee shall distribute the share set aside for Lisa D. lvlitchell to her'outright; free of trust. If Lisa D. Mitchell is deceased, my Trustee shall distributes Lisa D. Mitchell's hare to her ~~ descendants, per 5tirpes. I'f Lisa~D. Mitchell has no~liv~i~~ng descendant~~~ m~ Tiustee'~~shall' distribute Lisa D. IVlitcheh~'s share; prv rata to- the other .beneficiaries named in this Article: If there are np other named beneficiaries my Trustee shall distribute the ~~_. remaining properC~ as provided'in Article Eight. Section 7.07 Distribution 'of the Share for Haven M, Eaton,'III Ivly Trustee shall distribute the share set aside for >Haven , M. Eaton, III to h'irn outright; free of trust. If Haven M. Eaton,,III i~s deceased, my Trustee shall distribute. the Ha?uen M'. Eaton, III - share to his descendants, per stirpes. If I-Iaven Ivl. Eaton, III has no living descendants, my Trustee shall distribute the Haven M. Eaton, IH share pro rata to the other beneficiaries named in this Article. If there are no other Warned beneficiaries fmy Trustee shall distribute the„remaining property;as proysided in Article Eight. 7-2 ~-1 Aifiicie;:N~in~e A~d ~ ~ ~~nistra`#ion of TruS~ts #or Undera~ je 'an~d~ In~apa'+~itated Belne#ic'i~aries Section 901 Distributions for Underage and Incapacitated Beneficiaries If under another provision of this agreement any part of the'trust property is directed to be distributed outright,or if a distribution is required to be made; to a, person when` that person has not yet; attained the age..: of 18 years;, or at a time when that person is incaparritated and in the opinion of nay Trustee is unable to manage the 'distribution properly, my Trustee. may distribute or retain'the trust property in any one or more of the following methods described in this Article. T request, but- do not require, ..chat before making a distribution to a beneficiary; my Trustee,. to the extent tliat it is ,:both reasonable and' possible, `consid'er the ability. the beneficiary demonstrated in managing prior distributions of trust property. Section 9.02 Mee#hod"s of Dis`tci~bution My Trustee may distribute;. or retain trust property , in any one or "more of the following "methods for the benefit of any beneficiary subject to``the provisions of this Article: (a) Distrif,ution #o Beneficiary My Trustee .may distribute: trust property directly to the beneficiary. `~ (b) `Distribution to'~uardian or Conservator or Family Member Ivly Trustee may distribute trust property to the benef ciary's guardian;; conservator, pazent'or a family member ox other person who has assumed the responsibility of caring for the beneficiary. (~~c) 'Distrb'u~#ip;~ to~Custasfian My Trustee may distribute trust property to any person orentity„including: my Trustee, as custodian for the benefciary'und'er the Uniform Transfers to Minors"Act, or similar statute. (d) Distribution to Other Persons oc' Entifies My Trustee nay 'distribute trust propety to other persons and entities 'for the use and benefit of the beneficiary.: (e) `Distribution to Agent unde"r Durable Power'of Aftorne My Trustee may distribute trust property to an ag~erit or', attorney-in-fact authorized to act"for the beneficiary under a~~ egally .valid durable power of~ attorney executed by the benefi"ciary prior to the incapacity. 9-1 ,. ~'~ Retenfion in Trust My Trustee may retain trust property in a sepazate trust' for the` benefit of the beneficiary until the beneficiary attains; 18 years of age: ,or, in the opinion of my Trustee, is no longer incapacitated (as the case may be). My Trustee shall distribute as much of the net income and' principal of any trust created under this subsection that my Trustee deems necessary or advisable for the health, education and maintenance of the beneficiary. fore ' whom the .trust was created. IYIy Trustee shall accumulate any undistributed net income and add such income to principal. When the beneficiary for whom a trust is created' under this subsection. attains 18 years of age or is no'longer,incapacitated (as the case maybe), the .beneficiary may withdraw from the trust at any tune or>'times any. portion or all' of the: accumulated` trust 'income and principal. The beneficiary for, whom a trust is created under this subsection shall have the tes ~' ~ entary general power to appoint all or any portion of the principal and undistributed' income remaining in the beneficiary's trust at his or her death among one or more. perspns or entities, including; the "creditors of the beneficiary's estate. The beneficiary shall have the sole and exclusive right o exercise this general power o£ appointment. I intend that~this testamentary power o~ appointment be a'general power of appointment~as defined in'lSection 2041 of the Internal Revenue Code, If the beneficiary fails to validity exercise this testamentary general power the balance of his or her rust all distribute of a ointment my Trustee sh pp , . property tb the then living; descendants' of the beneficiary, per stirpes. If the beneficiary ;has no then living descendants, my Trustee shall distribute `the benef ciary's remaining trust property per stirpes to'' the living descendants of the benet'iciary's nearest lineal ancestor Who was my descendant •;or i~f - no such descendant is then living, to my then liking descendants, per stirpes. If I have no then',` living descendants, my Trustee shall distribute the' remaining trust property as provided in Article )/'ight. Section 9.03 Appl~ication~ of Article Any decision mad'e?,: by my Trustee under this Article shall be final, controlling and bindingupon all beneficiaries subject to the provisions of this Article: The provisions of this Article shall not apply to distributions to me. 9-2 A~i~le Ter~~; ~-~ Re#i~rernelrit ~Pl'ans and Life lnsu~rance Po~~icies The .provisions of this Article apply to qualified 'retirement plans and insurance :policies owned by or made payable' to my >trust. .Section 10:0:1 Retirement Plans Notwithstanding any other provision of this agreement to the contrary, the provisions "of tills Section apply to qualified retirement plans. {a) Rights of My Trustee My Trustee may exercise ,the right to determine the manner and timing of payments~(by lump,sum or otherv~ise) of qualified retirement plan benefits that are permitted"under qualified retirem~ent~'plans and are consistent with the federal income tax rules regarding" required"'minimum distributions underSection 401(x')(9) of the Internal Revenue Code. My Trustee may make a .qualified' disclaimer of any qualified retirement benefits or non-qualified annuity'. benefits payable to my trust: My Trustee ~ shall not be i liable to any beneficiary" for" the death benefit. ,..election selected or for any decision regarding the disclaimer of °any ~qualif ed retirement'benef is payable to my trust. ~_. Section 10.02' ,Life Ins!trrance~ Policies The following provisions apply `to life; insurance policies owned` by or made payable to my trust: (a) Provisions During My Life During my life, I, reserve all of file rights, powers, privileges, and options;. .with respect` to any insurance policy, annuity or any other third-party' beneficiary contract owned by ,or made payable to my trust, including, but not limited to, the right to designate and change beneficiaries, the right to borrow money, the right to surrender the policy, the _right to receive :any __..~: payments ,as~owrter;:~and~the right to make amy,available el~crions. My Trustee shall have no;duty to exercise, or refrain from exercising,any rights,'.powers, privileges. or options with respect to any insurance policy; annuity contract or; other third,-party 'benef'ciary~ contract. Ivly Trustee .shall :have nn obligation 'to pay premiums ' or other contractual amounts .that may be payable under: any such policy. (b) Provisions- After My Death After my death, my Trustee may make all appropriate elections with respect to such policies and may collect all sums made payable to-~my trust or my Trustee under all such pol~icies.or contracts: 10-1 ., My.Trustee may exercise any settlement optionsor other;options or rights that may be; available under the terms of any policy or contract. My Trustee shall not be liable to any beneficiary on account of any election made by my Trustee with respect to any policy or contract:. Section 10.03 ` limitation on Liability of Payor Persons or entities deaiing in good faith with my Trusteeahall'not be required to see to the proper application of proceeds delivered to my Trustee, or to inquire into any provision of this agreement. A receipt signed by my Trustee for any proceeds or benefits paid shall be a su#lFicient discharge to the person or entity making the payment. Section 10.04 Collection Effort's lvly `Trustee shall make reasonable efforts to collect the proceeds of all life insurance policies and qualified retirement benefits payable to my trust. Niy Trustee may commence legaP;or adniinistrative proceedings to collect the ;proceeds of any life insurance policy •or qualified retirement benefits°to which the trust;is entitled,; provided, hovuever,, that my Trustee, need not commence any such proceedings until my Trustee >is ind~emnifed to ~ its satisfaction for any expenses and l'a6ilities it may incur in connection with'the'proceeding. My Trustee-may settle or compromise ,any and ail claims with respect tb the collection of any lifer insurance proceeds or qualified retirement' benei`its to which` my trust may be entitledi A settlement made by my Trustee shall be binding on all' beneficiaries. Section 10.05 Mo~Ob~gation to Purchase or Niaintain'Benefts Nothing;: in this agreement shall impose any obligation, legal or'otherwise, on me or on my Trustee to :purchase, invest, or maintain any qualified' retirement plan or life insurance policy. l U-2 Article ~L~e~en ~~~ Trust A°~d~mi~~~~nistrat~o~n Section 11.01 Distributions to Benefieia~ries Whenever this agreementauthorizes or directs a Trustee to make a distribution of net . -income ` or principal' to a beneficiary,:. the Trustee:, may ;apply;; for the benefit of the beneficiary any property Ghat otherwise could be distributed directly to the benef ciary: The Trustee shall have no responsibility tb inquire into the beneficiary's ultimate disposition of the distributed property unless specifically directed otherwise by this agreement. 'The Trt-stee may make distributions in cash or in kind, or partly in each, in proportions 'and at values -determined by the Trustee: The Trustee may: allocate undivided'interests in specific assets tt~ ~ a 'benef ciary or trust in any proportion or manner that the Trustee determines, even th©ugh the property allocated to one beneficiary may be different from that alloc~ted'to another beneficiary. The Trustee may make these determinations ;without regard to tTie income :tax attributes of the property and without the consent of any` beneficiary. Section 11.02 No Court Proceedings This trust shall be 'administered! expeditiously, consistent with` the provisions, of this, agreement, free of judicial intervention, and without order, approval ''or action of any,.. ~~- court. The trust shall be subject to the jurisdiction of a court only if mys Trustee or anothernterested party institutes a legal proceeding. A proceeding to seek instructions.. or a court determination shall be initiated 'in the court having. original jurisdictiomover matters relating to the construction and administration of trusts. Seeking instructions or a court determination, shill not subject this trust to the continuing jurisdiction of the court. S~ectio~n 11:3 Nb ~Bon`d Ivly Trustee shall not be required to furnish any bond for'the faithful, performance of my Trustee''s,duties, unless required by a court of competent jurisdiction and only~lif the court ~fi~nds' that ~a bbnd is needed to protect the interests of the beneficiaries. 3~1o surety'shall be required on any bond req,t~ired by any law or rule. of court,, unless the court spe'cifies'that a surety is nece§sary: Section 11.04 Exoneration of My Trustee No successor Trustee is obligated to examine the `accounts, records or actions of any previous: Trustee or of the, Personal Representative of my estate: No uccessor Trustee, shall be in any way ;qr rn~ahner responsible for any act or omission to `act on', e part of any previous Trustee, or the `l'ers+~nal Representative of my estate. Unless ~ Trustee has received notice of removal, the Trustee shall not be 1'iable to 'ne or to any Beneficiary for the :consequences of any action taken by he Trustee that would ..have been, but for the prior removal of the Trustee;: a proper exercise' by the Trustee of _. the authority 'granted to the Trustee under this `agreement. 11.1 °' Any Trustee may request and obtain from the beneficiaries or from their legal representatives, agreements in writing releasing the:' Trustee frgm any liability that may have arisen from the Trustee's acts or omissions to act and indemnifying the Trustee from liability; for the acts br omissions, An agreement described in this paragraph, if acquired from all the living; beneficiaries of the rust or from their ,legal representatives, shall be conclusive and binding upon all parties, born or'unborn; who may have, or may in the `.future acquire, an interest in the trust. -The .Trustee may require a refunding agreement 'before making any distribution or allocation of trust income or principal and:. may ':withhold distribution or allocation pending. determination or release of a tax lien or other lien. This refunding: agreement .,provision shall not apply to any distribution that' qualifies for the federal estate tax charitable .deduction. Sec#ion 11.05 Trus#ee Com'pensation An individual';serving as Trustee; other than me, shall be entitled to :fair and reasonable compensation for ,the services rendered'' as a fiduciary. A ;corporate fiduciary serving:: as Trustee shall be compensated by agreement with an individual Trustee or, in'the absence of an individual Trustee or in .the absence 'of " an agreement, in accordance with the corporate fiduciary's published schedule of fees in effect at the time the services are rendered. A Trustee may charge additional fees for services: it provides that are not comprised within its dunes as ,Trustee such as ~ fees for `legal services, tax return preparation and ct~rporate finance or investment banking services. In addition to receiving compensation, a Trustee may be reimbursed for reasonable costs and'expenses incurred incarrying' out its duties under this agreement. Section 11 A6 Em~pf'oyrr~enf of Pro~fess'iona~ls Iv1y Trustee nay appoint,, employ and remove, at any time :and from time to time investment advisors,`accountants; auditors, depositories'; custodians, brokers, consultants, attorneys, expert, advisers, agents, and employees to advise or assist the Trustee in the: perfonmance of its duties. My Trustee may act upon the recommendations of'the persons or entities employed with„~r without, independent investigation. My Trustee may reasonably corripensate an individual or entity employed xo assist or advise my Trustee regardless of whether the.gerson or entity shall be a Trustee of a trust established under this agreement: or a corporate affiliate of a Trustee `and regardless of whether'the entity shall~~be one in whi+ch a Trustee of a trust created under this agreement is a partner;. member; stockholder, officer, director or corporate affiliate or has any other interest. Ivly Trustee may pay the usual compensation for. services contracted for under this. Section'out of princpal'br income of the trust as my Trustee`' may deem advisable:' My Trustee may pay compensation to an individual or entity employed to assist or advise my Trustee 'without'diminutibn of'br charging the same against tlie`°compensation to which the Trustee is entitled under this agreement. Any Trustee who shall be a partner, stockholder, officer, director or corporate affiliate in .any entity employed 'to assist or 11-2 ~. 'y i advise my Trustee shah nonetheless receive the Trustee's share of the compensation paid to the entity. Section 11©~ Exerese of fiestamentary Power of Appointment A testamentary power of appointment granted', under this agreement may be exercised by valid will or valid' living revocable trust that specifically refers o this. power of appointment, The holder of a ,testamentary?, power of appointment may :exercise the power to appoint 'property among the permissible appointees in equal or unequal proportions, and on'such terms and conditions,, whether outright or in trust,. as the holder of the power designates. "The holder of a testamentary p©wer of appointment may `grant further powers of appointment to any person to ;whom princ-pal :may be appointed, including a presently exercisable limited or general power'of appointment. My Trustee. may conclusively .presume that any power of appointment granted to any beneficiary of a trust created under 'this agreement has not been exercised by the beneficiary if my Trustee, has no Knowledge of the existence of a valid will or'valid''living revocable trust exercising the power within 3 months.after the beneficiary's death. Section 17 A8 D'etermination of Princpab and Income Iviy Trustee may determine in a fair, equitable and'~~practical manner how all Trustee's fees, disbursements;. receipts, -add wasting asset's shall be credited, charged; and apportioned' between principal and• income. Ivly Trustee may set aside from trust i~ricome reasonable reserves for taxe$, assessmedts, ~~.. insurance •premiums, repairs, depreciation, obsolescence, depletion, and for the. equalization of payments to or for the beneficaries.> My Trustee may' select appropriate aeeountrig periods with regard to the trust property: Notwitlstanding the foregoing or Pennsylvania law to the;contrary, my Trustee shall!~treat distributions from ,any qualified retirement accounts to any. trust established under this: agreement in any given. year as income to the extent the distribution represents income generated or treated ~s generated by the qualified retirement account for hat year. In addition, my Trustee shall treat annuity and other periodic payments f'o any zust established" under this agreement in any given year as income to the !extent the: distribution'represents income generated and treated as generated by'the annuity or other periodic; payment for that year; if income information is not available then my Trustee shall apportion the :annuity and other ,periodic. payments between principal and income in a fair, equitable and, practical manner iri accordance with the guidelines set forth in this Section: "Annuity''and other, periodic payments" 'refers to distributions made to my Trusteeover a fi~aced numbers of years or during,;the.,'life of oue or "more 'individuals because' of Services rendered or property transferred to the payor in exchange for future payments and includes payments made in money or property from the payor's general+ assets or from a separate fund created. by the payor, including a private or commercial annuity,; an ,individual retirement annuity, a ;pension, :profit-sharing ;plan, stock=bonus' plan, stock o`wnersh~p plan or similar arrangement. '1. To the extent an annuity or other periodic payment is characterized as ~_. interESt; dividend:or other item of i~racarne or`an annuity. or othor periodic 11-3 r paytaaent is made ~ in lieu of interest; dividend or other item o~ income; my Trustee shall allocate the .payment to income. My, Trus"tee shall allocate ' to principal the balance of the annuity or other periodic payment as we'll as any other payment' received in the same accounting period that is not characterized' as interest, :dividend or other item of income. 2. To'the: extent annuity. and other periodic paytents are .made and no - part of the payments aze, chazacterized as interest, dividend or other item of income, rriy Trustee shall use `the present value of the annuity and other periodic payments as finally determined for federal estate tax purposes,and the Section 7520 gate of'the Internal Revenue Code used to determine the value .:for federal estate tax purposes to prepare an annuitization table to allocate the payments between income; and principal: 3. In the euent that the 'amount bf annuity and other :periodic; payments change because of'changes in the investment markets" or' other changes;, my Trustee shah' allc~cae the`'change in the" amount of the payments between income and principal in a fair, equitable and practical manner. If, to obtain an estate tax rnazitaI! deduction for a trust established" under this' agreernen't, my Trustee must allocate more.of a.payment toy income than provided for by thi's section, nay Trustee shall allocate to income the"additional amount necessary to'obtain the'marital deduction. Section 11:09 Trust Accou~~nting~ ~" Except o tlaeexterit requ~ed'by law, my Tnrstees, shall`'not be required toy file annual accounts withany,c~urt oi'~~~courto~fi'cia~~~,l in any jurisdiction: Upon the written request, of "a" beneficiary, my Trustee sha1~I render an accounting at least annually to the inc~omie beneficiaries of the trusty during the accounting,~period that includes the date of the written request., The accounting shall. include .the receipts,: disbursements:, and distributions .occurring during the accounting.. period ands a balance sheet bf the trust property if no tax return is filed, or may consist' just of the"tax return for the accounting peri'od'if a'tax return is filed for the trust. In the 'absence bf fraud or .manifest error, the assent by all income beneficiaries to an accountng'of`an Independent Trustee shall make the matters disclosed in the accounting binding'; and conclusive upon all persons, both those in existence on the date of this agreement and"thos~er~to~beborn in the futurewho haue, or~~willnthefuture have, a vested ~~ or contingent interest in the trust property. In the case of a, minor or incapacitated' ' beneficiary, that °beneficiary's ,natural :guardian. or legal'' representative shall give thee. assent required under this Section. The failure of arty person to object to" any accountin$ by giving written notice to my Trustee' within "6b day's of the ;,person's receipt of a copy of 'the accounting shall be deemed'! to be an assent by uch'person The trust's financial'records and,documentation shall be available at zeasonable times and upon:.reasonable notice 'for,- inspection by trust beneficiaries and their representatives: My Trustee shall not be required tq furnish trust information regarding my, trust to any _._ l ~l =4 individual, .corporation, or gther entity that is not a benef eiary or the representative of a beneficiary, and is riot requesting the information pursuant o a valid court order: Section 11:10 Action of Trustees; Disclaimer Unless-otherwise providedin this agreement, whenever T am serving 'as Trustee; I may ` make all decisions and exercise ,all powers and discretions granted tb my Trustee under -this agreement without the consent of any other Trustee. When L am not serving as a Trustee, if two Trustees are eligible to act with<respect to a g:ven matter, 'the concurrence bf both `shall" be required for action tb be taken; if mbre than twb Trustees ~e eligi'ble tb'act with respect to a given matter, the concurrence of'a ...majority of my Trustees shall be required for action to be taken. A nonebncurrng Trustee, may dissent, or ~ abstain from a decisipn of the majority: A Trustee shall be absblved from personal'. liability by registering its dissent qr ~bstent~bn in the reebrds of the trust. After doing, so, the dissenting Trustee;-shall then act with my other Trustees in any way necessary or appropriate to .effectuate the decision of the majority. l~otwithstanding any pXOVision of thus agreement:, to the contrary, ,any Trustee- may disclaim or release,. in whole or in part; by an instrument in writing, any.: power it holds as .Trustee, irrevocably or -for any period o'f time `that the Trustee m'ay specify. The Trustee.. may make the relinquislim'ent of a power personal to the `Trustee or may relinquish the:. power for all subsequent Trustees: ~._ Sectiorn 1~1.1'~1 D'elegatian of Trustee Authority; Power of Aftorne~y Subject to the;limitati'ons set fbrth in Section ';1',2.22, ,any Trustee may, by an instrument in writing; detegate to any other Trustee the right to exercise any power ('including a dsc~eti'onary power) granted my Trustee inthisagreement. During the time a delegation under this Seetion is in ,effect, the Trustee to whom the delegation was made'-may;` .exercise the power to the same extent as if the delegating Trustee had personally joined' in the exercise of the power.: The delegating Trustee may revoke the dele,gation~~at~anytime by giving'written nbtice of revocation to the Trustee,to ~~~hom the.,power was d'elegated.' Unless`~a Trustee elects otherwise in a written instrument delivered to they other Trustees, whenever T am n'ot serving as a Trustee; if two or more Trustees are' serving, any one Trustee mayrs;gn any checks, agreements or other documents on behalf of the trust with ~~ e and .effect.as if all Trustees had si ned. Persons deali the same fore ' g ng with~the si~gning~ Trustee in good faith: may rely upon the'signing Trustee's authority to act on behalf of the trust without inquiry as to the other Trustees' acquiescence to such action. `1VIy Trustee -:may execute `and ,deliver a revocable or irrevocable power of attorney granting- any ndividual~ or entity the power to transact any and all business on behalf of my trust ~or any tither trust created- under this agreement. Tie ';power; of atitorney may~~ grant to~the~attorney-in=fact all of the rights,~powers, and discretion that m~y Trustee s entitled'-to exercise under-this agreement. -- 1~1-5 ~, Section 1112 A~i~fltiona to Sepa~rafie Trusfis If upbn my .death, or upon the termination of any :trust created under this agreement,. a final distribution is to be made to a person whb is pr is named as the primary'benefieiary of another trust created qr provided for under this agreement and there is no specific- indication whether the distribution is''to be made in trust or outright; free of mist, my; Trustee shall make the distribution to the second trust instead of distributing the property to the beneficiary outright: For purposes of administration, my Trustee shall treat the distribution as though it had been an original pazt of 'the second trust. Sec~on 11.13 Authority to Merge or SeverTrusts 1VIy Trustee may merge and consolidate a trust created `under this agreement wth;any other rust, if the two rusts ;contain substantially the same terms fbr the same :beneficiaries and at least one Trustee in? common. IVIy Trustee may administer the merged'and consolidated trust as a~ single trust or unit.. If, however, a merger or consolidation does noLappeaz feasible, my Trustee mayconsolidate the assets of'the trusts for, purposes of investment and trust administration while retaining separate records and accounts for each respective trust: Ivly Trustee may sever any trust on a fractional basis into two or snore separate and identical 'trusts or may segregate a speci~f c amount or asset from the trust :'property by allocation to a separate account or trust: The'separate trusts may be funded on a non pro ,rata basis pro~id'ed~ that funding is based on the total fair market value of the assets on the. date of funding. Income .earned on a segregated amount or ;specific asset after the segregation passes 'with the amount or asset segregated. My~,Trustee shall hold and' administer each separate trust upon terms and coed'itions substantially identical to those bf the trust from rvl~ch it was severed:.` Subject to the terms of the trust, my Trustee may consider .differences in federal tax attributes and'other';pertinent factors in administering the trust property of any separate account br trust,' in making applicable tax elections, and in making distributions. A separate trust ;cre' ated by severance must be treated as a separate .trust for all purposes ::: .from. the date Qn which the severance is effective;. however, the effective date of severance inay be retroactivve to a date beforerthedate omwhich my Trustee exercises the pr~wer. Section 11.'14 A~u'thority to Terminate';Trusts If, at any time, my;Trust~ee, other than an Interested Trustee, in its sole :and absolute. discretion, determines that a trust created under this'agreenent is no longer economical or is otherwise inadvisable to administer as a trust, or if my Trustee; other than an Interested' Trustee, deems it Lo be in the best -interest , of my beneficiaries, my Trustee, wthouf further responsibility, may terminate the trust and distribute~the trust property, including -any undistributed net mc~me, in'the fol~l'owing order'of priority: To m~,, if I amp them,-living; To the: benef eiaries then entitled to mandatory distributions of net income of the. trust and in the same proportions; and 1Y-6 f'~ I~ none of the beneficiaries are. entitled to mandatory distributions of net _ income, to ;the teneficaries then ';eligible to,' receive discretionary ~~ distributions 'qf net income of the trust; in such amounts and shares' as my .Trustee, other than an Interested Trustee, may determine. Section 11.15 Merger of Corporate 1=~duciary If any corporate fiduciary acting as my Trustee under this, agreement is merged with or transfers substantially all 'of its < trust assets' to another ,corporation or if a corporate fiduciary changes it5`narn'e, thesuceessor shall automatically succeed to the trusteeship as if originally named a Trustee. No document of acceptance of trusteeship shall be required. Section 11.16 Beneficiary's Stafus Until a Trustee receives notice bf the incapacity,,; birth, marriage, death or other event upon which a eneficiary's right~~to receive payments may depend; the; Trustee. shall note be liable for acting or failing to act with respect to the event or for disbursements made in _g~ood faith to ; per~pns whose interest may have been affected. by such event. Unless_ otherwise provided'.i~n thin agreement; the parent or legal ~repres~ent~tive may act on behalf of a beneficiary who~is a minor or is incapacitated. A Trustee may rely; on any information provided `by a beneficiary with respect o .the beneficiary's assets and" iricoine. ~~A Trustee shall have no independent duty to~~ investigate the status of any beneficiary and Shall,not incur anyliabilty for failure-to do so. 'Section 11.1'7 D;srharge of Third Persons Persons'dealir~g in good faith with my Trustee shall not be required to see to the proper application' o£ money paid or property delivered is my .Trustee, or to inquire into the authori~ ~ of my Trustee as to any. transaction. ,The receipt fr~bm ~ my Trustee for any money or property paid, transferred or delivered to my Trustee Shall be a sufficient .discharge to 'the person or persons paying, transfemng or delivering the money or property from 'ail li~a~ilfty i~'n conn~ction~~with its appl~icafion. Section 11.1`8 Certifi~~ate'ti'y Trustee A written statement of my Trustee may always be relied upon by, a~d• shal'1 always be~ conclusive~evade~ce in favor of, any transfer agent or any other person dealing in good -faith with rnyTrustee-in reliance;uponthe statement: Section 11.1;9 f~u~neraJ a~nd~ti0#h~er Ezpenses~'of Beneficiary Upon the death of an income beneficiary, my Trustee may pay` from trust property the , funeral -.;expenses, burial or cremation expenses, enforceable debts and other expenses'- incurred flue to the death of the beneficiary. This Section shall only apply to the extent', the incoirie-beneficiary has. not exercised any. testamentary power. of appointment granted'.'. to him or her under,this agreement. Ivly Trustee may rely upon any request?by the Persgnal Representative or members' of th'e family of the deceased beneficiary for payment without verifying the validity or the 11-7 ~~ ~ • amounts and without being required to see tq the application of the ampunts so paid:. My `T'rustee may make 'decisions under this ~~ction without regard to any limitation on payment of expenses, imposed by statute or rule o~ court and' may be made without obtairii~g the approval of any court having:: jurisdiction aver. t13e administration of the 'deceased beneficiary's estate. 11-8 -.Art~~cj'e Twelve My Trustee's Powers Section 12.01 Introduction;to Trustee's Powers.. :Except as otl~+erwise speci;f Caliy' provided in' leis agreernerrt, my. Trustee may exercise, without,prior approval'from any court; all the ,powers conferred by this agreement and' any powers coni`erred by lbw, including, without limitation, those powers set' forth under the common law or; statutory law of the Commonwealth of 'Pennsylvania or any other jurisdiction whose. law applies to this ``trust. `The powersi"set forth in'-the Pennsylvania Fiduciaries' Powers Act ~ ;are spccif Gaily incorporated into this, trust agreement. The powers conferred upon my Trustee by law, ,including those powers 'conferred by the Pennsylvania Fiducaries'.•Powers Act; shall` be subject to .any express liinitations`or contrary, directions contained in this agreement. Iviy Trustee shall exercise these powers ;in the: manner my .Trustee determines to be in the best interests of the bonef curies. My .Trustee shall not exercise any of its powers in a manner that is incorisisteMt'vvith the right of,the lieneficiaries to the beneficial. enjoyment of the trust property''in accordance witli.the general principles of the law of trusts, The Trustee of a trust may'have duties and responsibilities in ad`diti'on o those described in this 'agreement. I encourage my Trustee to obtain appropriate legal advice if my Trusteehas any questions concerning its duties and responsibilities asTrustee: Section~~~1~2.02 Execution of Documents by My Trustee My Trustee may execute. and deliver any and all instruments in~`writing that'my Trustee' considers necessary to carry out any of the dowers granted~~in this agreement. Section 12;p3 I~nwestinent Powers in~,;General Ivly Trustee may invest in;any type: of investment that my Trustee determines is consistent .with the'. investment goalsaf my trust, whether inside or outside the geo~'graphi~c borders of~ the United Mates of America and its possessions or territories,;;taking into account my trust's overall investment portfolio. Without limiting my Trustee's investment authority in any way, I request that my Trustee exercise, reasonable care and skill in selecting and retaining trust investments. I' also request `that; my Trustee take into account the following fact©rs in choosing investments for my'trust: The potential return from the investrrient, both in the form of income and' appreciation;: The pptentiaP'~incotne tax conseg,uences of the investment; The investment's pr,tential for volatility; and The role the investment will play in the trust's portfolio. I request that, my Trustee, in arranging the investment portfolio of the trust, also consider the p©ssibie effects' of inflation or d'e#lation, changes in global and U.S. economic ' conditions, transaction expenses; and the trust's need for liquidity. My 'Trustee cnay delegate its ,discretion to manage trust investments to any registered investment adviser or corporate fiduciary. 'Section 12.04 Banking, Powers My Trustee may establish bank accounts of any type in one or more banking:, institutions that my Trustee may choo$e. My Trustee may open accounts in the name of!my Trustee (with or without disclosing fiduciary capacity) or-in the name` of'the trust: When -an account is in the nacre of the trust, cheeks on that account and'authorized signatures need n®t'disciose the fiduciary nature of the account or refer~to any trust or Trustee. An account from which fmy Trustee makes frequent disbursements need! not be an in#erest bearing account. My Trustee may authorize withdrawals from an account by, cheek, draft or other instrcunent or in any other manner: Section 1.2.05 BusinessPowers My Trustee is authorized to serve as an officer, `director, manager; qr is any, other capacity of any proprietorship; partnership, joint venture, corporation; or other enterprise in which the trust bas an interest '(whether or not such interest is total or controlling] My Trustee rccay receive compensation for services. My Trustee ca~ay .contract with and ~ otherwise' deal with any such enterprise in the same ~-- manner as it would with any enterprise in which the trust has no, interest, and'rnay use any voting power 'rrcy T~tcstee ma_y have to .implement its authority (whether as Trustee+ or as an officer, director, or other official of the enterprise). With respect to any units ~in a limited 1'iability company, ~lirnited partnership, or stock in a closely-held corporation ("closely-held company") that are contributed to the trust, the powers :.granted. to my Trustee in this Article shall not disqualify my Trustee from acting personally and independently, and not in a fiduciary capacity, with respect to any closely held conc~any, from holding office in the closely-held company, from accepting remuneration from the .closely-held company, from voting any units ~ or, stocie in favor of the Trustee as a director or offccer of the closely-held company, or from purchasing or selling units or stock of the;closely,held' company. if a trust is funded with subchapter S stock, ;rny Trustee may either elect to, qualify the: trust as~:a qualified subchapter ~ `trust ("~QS~T")"under Section i361(d)~~3) of~the Internal Revenue Code or as an ;electing small business trust under:.; Section 1361(ej('1)~'to administer the trust in accordance. with the requirements of the corresponding Section: Section 12.06 Contract Powers Ivly Trustee may se l~ at public or private sale; transfer, exchange for other property; and otherwise dispose of trust .property for consideration and. upon terms ~ and conditions that` my Trustee deems advisable. My Trustee may grant options of any duration for any such sales, .exchanges, or transfers of'trust.property; 12-2 My Trustee .may enter into contracts; and may deliver deeds or other instruments, that my Trustee deems appropriate. Section" 1'2.07 Common lnvestmernts For purposes of convenience with regard to the administration and investment>of the trust property, my Trustee may invest part or aYl ol?the trust property jointly with trust property. of other trusts for which my 'T'rustee is also erving as a' Trustee. For thin purpose, a corporate fiduciary acting as my Trustee rnay'use common `funds for investment. When trust property is managed ;.and invested' in tthis manner, ;my Trustee shall maintain records ;that sufficiently identify that portion of the: jointly invested assets that constitute the trust property of this trust. Section 1.48 fnviro'nmental Powers Ivly Trustee shall have the right to inspect trust property"to,d'etermine "compliance with or to respond" to 'any" environmental 'law ai~ffecting the trust property.. "En~rironmental' aw" shah mean any federal, state, o~" local law, ,rule, , regulation, or ordinance ~ relating to protection of the environment or of human health. Ivly Trustee may refuse to accept 'property if rn~y Trustee determines thaf; the property is pr may be; contaminated by any hazardous substance . or is ":or. was used for any purpose involving hazardous substances that could create liability to the trust or; to my Trustee: My Trustee may use and ~expend'trust property to (i)`' conduct environmental assessments, audits or site ~~~monitoring; (ii) take remedial action to contain; clean up or remove any.' ;hazardous substance including a spill, discharge or contamination; (iii) institute, contest. or settle legal proceedings brought by a private litigant or any local, state; or federal agency concerned with environmental compliance; {iv) comply with any order issued by! :any court or by any local; state, or federal agency directing an assessment, abatement"or clean=up ~ of any .hazardous substance; and (v) employ 'a'gents; consultants and legal counsel' o assist my Trustee in these actions. My Trustee: shall not be liable for any loss or reduction in value sustained by rpy trust as a .result of" my Trustee's retention of property on which hazardous materials or substances requiz~ng remedial action are discovered unless. my Trustee contributed to the resulting loss or reduction ~in value ~through'~will'ful misconduct or gross negligence. Ivly Trustee shall 'not' be liable to any beneficiary or to any other party for any decrease in the value of trust;property as a'result'of'my Trustee'"s compliance with any environmental law, including;any ~eportFing requirement. My Trustee may reh~ase, relinquish or disclaim any power held~'.by my, Trustee that my Trustee''"determines may 'cause' my Trustee to incur individual liability; under any' environmental'iaw. Sectien 1209 Farm ,R~nch! artirl~~f[)thar ~nri~~4lt~h'r~a"Pn-wprs My Trustee may engage ire ~ ~ e production, harvesting, and marketing of farm: and ranch products either by operating directly or with management 'agencies, hired labor, tenants, or sharecroppers. My Trustee may engage and participate in any government fare program,' whether state or federally sponsored. My Trustee may purchase or rent machinery, equipment, livestock,. poultry, feed, and seed. My Trustee may improve and repair all farce and ranch ;properties .construct buildings, fences; and drainage' facilities, and acquire, retain, improve, and' dispose of wells, water rights, ditch rights, and priorities of anynature. hriy Trustee may do all things customary or desirable to operate a farm or ranch operation for~the benefi't' of the beneficiaries. SecfiiQn 12.1:0 Insurance Powers Iviy Trustee may purChase,;accept, hold; and deal with as owner, <policies of insurance on my iife,the life of ariy beneficiary, or 'on the life of;any person in whom any beneficiary 'has an insurable interest: Ivly Trustee may purchase disability, medical, liability, long-term health care and other itasurance on behalf of and''for the benefit of any tienefici~ary. Ivry Trustee may purchase annuities and similar;investments":for any beneficiary, Ivly Trustee shall~~have the power to execute or cancel 'any autpmatic premium loan '' agreement. with respect to any policy, and shall have the` power to elect ors cancel any .automatic premium ,loan provision in a life insurance policy. My ,Trustee may borrow money 'to pay prerrtaums due on any, policy, either by borrowing from the company issuing he policy or from 'another source. My Trustee may assign the policy' as security :...for the loan. Ivly Trustee shall' have the power #o exercise any option contained in a policy with regard to any dividend or share of surplus apportioned to the policy, to reduce the amount of a- policy or convert br exchange the policy, or to surrender a policy at any time' for its cash value... ; - My Trustee may elect any. paid-up insurance or extended term'!`insurance nonforfeiture option contained in ai policy. My Trustee shall have the power to 'sell any,. policy at its fair market value to anyone having an insurable~i~nterest in the policies includingthe insured. ` Ivly Trustee shall-have the right to exercise any other right,';,optiori, or benefit contained in a,policy or permitted' by the insurance company issuing the, policy. Upon termination of the trust, my Trustee shall have the power to transfer and assign the' ppiicies'held by the crust as a distribution of trust property. 12-4 h section 1'2.1 Loans and Borrowing Powers ~. My Trustee may make secured or unsecured loans to any person (including a, beneficiary), entity, rust or estate, for :any term or'payab~'e on demand,, with or without interest. My Trustee may enter into or modify the terms of any mortgage; or security. agreement granted in connection with any loan and may release or foreclose on the mortgage or security. 1VIy Trustee may borrow money at interest' rates and on other terms that it deems advisable from any;person; institution or otherrsource including, in the case of a corporate .fiduciary, its ownbanking;or eornmeraial lending department: >~rly Trustee may encurnbet trust property by tnortgages, pledges and other hypothecation and shall have the, 'power to enter 'into . 'any mortgage,;; whether as a mortgagee or mortgagor even though the term may' extend beyond the termination of tl~e trust and 'beyond the period that is~ required for an interest created~'under this agreement to vest in order obe valid under the~~ruie against ~perpettiities:~~ My Trustee may purchase,'sell at; public or private sale, trade, renew, modify; and extend mortgages. My Trustee may accept deeds in lieu of foreclosure. Section 12.12 Nominee Powers My Trustee may hold real'"estate,: securities and any;other~~trust property in the name of ~a .nominee or in any other form without 'disclo'sing the existence of any trust or fiduciary capacity: Section 12.~~3 OI,~,Ga~s a'nd Mineral~`lnterests My Tnastee may acquire, maintain, develop and exploit, either alone or jointly with' others, any oil!; gas, coal, minerals or, other natural resource-rights qr interests. My Trustee may drill, test, explore, mine, develop, extract, remove, convert, manage, retain,,; store, seiland .exchange any of such rightsrrand i~nterests;on terms and for a price ...that my Trustee deems advisable.`. Ivly Trustee may execute ]eases, pooling and unitization agreements and other types of agreements in connection with such oil, gas, coal, mineral and other natural resource , rights and interests even though such arrangcments,niay.,extend beyond the termination of the trust. My Trustee may execute,,division orders, transfer orders, releases, assignments;; farm outs, acid any other instruments that it deems proper:. My Trustee may employ the service$ of consultants and outside. specialists in connection with the evaluation; management, acquisition, .disposition, and developrr~ent of any' mineral!:interest, arid~ may pay the cost'of the services from the principal and income of the trust property. Section 12:,1'4 P~a~~ym'ent o~ `Taxes' and expenses Except: as otlerwise provided in~ this agreement,, my Trustee is authorized to pay all :property taxes, assessments,` fees, chazges, and other expenses. incurred in `thee 12-5 adrrnistratign or pr•,~tection of the trust: All,payrrients sllal~l be a charge against the trust _ property and shall ire paid:- by, my Trustee out of the xncorne, or to tfie extent that the income-is insufficient, then out of the .principal of the trust property. The determination of my Trustee with respect to the payment of expenses shall 'be conclusive upon the beneficiaries. Section 12.15 Qualified Family Ownetl Business Interests Deduction My Trustee, .other than an Interested Trustee, shall 'have the power to amend the terms of a trust lioldi~ng, "qua~~~ified' family-owned business interests" as defined in Section 2057-~of the Internal Revenue Code, in order tb permit trust property to qualify for the "family owned business deduction," even if the amendment changes beneficial interests and that directs the segregation of trust property into more than one trust. Section 12:16 Qualified Real Property Valuation IVIy Trustee, other than an „interested Trustee, shall.have the power to amend' the terms of a trust~~holdi~g "tlualified .real property" as defined in ~'ection~ ~03~'A of the Intemal Revenue Code, in +~rder to permit the qualified real property t~ qualify or continue to qualify for special-use valuation permitted~under Section 203~A even if the `:amendment changes' beneficial interests ahd 'that directs the segregation of .trust property into more than one trust. Section 12.1',7 Real ~Fs~tate Powers IVIy Trustee may, sel'1 at' public' or private sale> convey, purchase; `exchange, lease for any ~~"~ ~ period,',mortgage, manage,,alter, improve andin general dealinand with reaP~`pt'operty ir;~ .such manner and on~sueh terms and conditions as my Trustee deems appropriate.. Ivly Trustee may grant or release easements in or over; subdivide; partition, develop, raze improvements; and abandon, 2nyreal property: - Ivly Trustee mad' rrtanage real estate;in any manner tha~t.my Trustee deems best and shall` have all~otherreal estate powers~necessary'for this purpose: My Trustee may enter into contracts to sell real estate. My Trustee may enter into teases and grantf options to lease trust property even though the term of he ,agreement extends beyond the termination of the trust and beyond. the period that is required for an interest created ;under; this.: agreement to vest. in order to be valid under the rule against perpetuities. For such. purpc?ses, my Trustee may enter into any, contracts,, covenants and' warranty agreement's that my Trustee deems appropriate.. Section 12.1'8 Residences and Tangible Personal'Prop'erty My Trustee may acquire, maintain an'd invest! in any residence for the :use ar}d benefit of the beneficiaries, Whether or not the re$~idence is income producing and' with©ut~ regard to the proportion that-'the ,value of the residence may bear to the total value of the trust property. and even if retaining the residence involves financial risks that trustees would not ordinarily,. incur.. My ~~'rustee may.' pay or make arrangem~,nts fir othens to ~ pay all? :carrying costs of the residence, including, but not limited'''`to, taxes, assessments, 12-6 ~, ~~ ~~ ~,~~ r_ - 'insurance, expenses of maintaining thee. residence in suitable repair, and other expenses' relating to tlie'operation of the residence for the benefit of the beneficiaries. Ivly 't'rustee may acquire, ;maintain and invest in articles of tangible personal property, whether or not the property is income producing, and may pay the expenses of the repair and maintenance of:'the property; Ivly Trustee .shall have no duty to cgnvert the property referred to in this Section to productive property except as required by other provisions of this agreement. My Trustee. may permit any income beneficiary of the trust to' occupy any real property or use any personal property owned by the trust on terms or arrangements that- my Trustee may determine, including rent `free or in consideration for the .payment of taxes, insurance, maintenance, repairs, or other charges. >wty Trustee shall hate no 1Yability for any depreciation or;;loss as a result of the retention of any property retained or acquired under the authority of this Section. Section ~1~.119 Ri3tenton aid Abandonment; of Trust Property Ivly Trustee rriay retain, :w'thout liability for' depreciation or loss'~resulting.from retention; any property ~~o~tituting the trust at the time of its creation, at the time ;of may; death~~or: as the result of the exercise of a stock option. My Trustee may retai~i property, notwithstanding the fact .that the property may not be of the character prescribed"by law- for the; investment of assets held by a .fiduciary, and notwithstanding tlhe fact that retention may ;result in inadequate diwersifreation under any applicable Prudent Investor :Act or other applicable law. Iv1y Trustee 'may hold property that is .'non-income producing or is' otherwise nonproductive! if holding the property is, in the sole and absolute' discretion of my Trustee,, in-the best interests of the benefciaries. On the other hand, ;except when I am serving'as a Trustee, my Trustee shall invest contributions of cash and cash equivalents as soon:' as reasonably .practical after the assets have been acquired b~ the trust. My Trustee is permitted to retain a reasonable amount in cash or money market accounts in ,order to ~~ pay;; anticipated ~ expenses and other costs and to provide ~ for ~~~ anticipated distributions to or for the benefit of a beneficiary.. lviy Trustee may abandon any trust property .that my Trustee deems to tie of insignificant value. Section 12.0 Securpties; Bhokerage and Margin Powers My Trustee nay buy, sel'1, trade aril otherwise deal in stocks, bonds,; investment companies, mutual funds, epmmon trust funds, commodities,. options acid other securities of any 'kind and in any amount, including short sales. My Trustee may write and purchase. call or put options, and other derivative securities. My Trustee may maintain tna~g~n -accounts with brokerage firms and. may pledge securities to secure loans and' advances'm~de~ to _my Trustee or~~,to or for the benefit of a beneficiary, , My Trustee may pluce'all or any part of the securities held by the trust in the custody of a bank or trust `company. Ivy Trustee may have pail securities registered ri the name of the ~,, bank or trust company or in the name of its nominee. My'Trustee may appoint the bank 12-7 ~ t or trust, company as the agent or attorney in fact. to collect, receive, receipt for and -disburse any income and` generally to perform the duties and services incident to a custodian of accounts: My Trustee may employ a broi~errdeaier as a custodian for securities held by the trust and :may register the securities in the name 'of the'brriker-dealer or iri the name of a nominee with or without the addition of words ,indicating that the securities are`'held in a f#rlucary capacity. My Trustee may; hold securities in bearer or uncertif"icated form and may use a central depository, clearing agency or book-entry system, such as The Depository Trust' Company, Euroclear or the federal Reserve Bank of New. York. My Trustee may participate in any reorganization; recapitalization, :merger or `similar transaction. My Trustee may exercise or sell conversion or subscription rights for securities of all kinds and'description. 1vly Trustee may give proxies or powers of attorney Ghat may be discretionary and with or without: powers of substitution. My Trustee may vote or refrain from voting as to any matEer. Section 12x21 Settlement Powers My Trustee may settle, by compromise, adjustment, arb~~tration or otherwise) any :and all claims and demands' ixi favor of or against the trust: My Trustee'may release or abandon any claim in favor of the trust. ~~ $ection~~12:22 . L`irnitatibn~ on My Trustee's Powers All powers granted'=to my Trustee under this agreement ~~er'by applicable haw ~ shall be `limited as set~~#~orth in this Section, unless explicitly excepted'by'reference to~this Section. The lirriitatibns set t`orth in this Section shall. not apply to me. (a) An~,~nterestod Trustee Limlted.~to Ascertainable - Sta`~ridards An Interested Trustee may not ~exerc;ise °or participate in the exercise of discretion with respect to the distribution of income or `principal, or the termination of the trust to or for the benefit of a beneficiary, to~the eXtent at the exercise of such discretion is other than: for the health,_education, -maintenance ar support.of a beneficiary as described under Sections 204'1 and 2514` of the Internal Revenue Code. (b) Np Distributions in Discharge.. of Certain' Legal' OtilS~gations My Trustee :may not exercise or participate in the exercise bf discretion with respect-'to thee: distrt~bution„of, income or. principal that would' ins any .manner discharge a legal obligation of ' my Trustee, including the obligation of support. If a beneficiary o~;,any other person has -the power to remove a Trustee, that Trustee ;rria~ not exercise or participate' in _the exercise of discretion with respect to the distribution'of income or principal that would~~inany 12-8 t~, -~~ manner discharge- a legal obligation of the; person having the power to remove the Trustee, including that pers'on's obligation of support. (c) Insurance Policy on the Life of My Trustee If the trust .holds a policy that insures the life of my Trustee, my Trustee , shall have no right to exercise any powers'or rights-with respect. to the policy. A Cotrustee serving under this agreement shall exercise the. powers and'rights with respect o the policy: If the insured Trustee is the only Trustee, then ;an Independent, Special Trustee desgnatedunder`Section 3.08 shall'exerese the powers and rights with respect to the ;policy. If any rule -of law, or court decision construes the ability of .the insured Trustee to -:Warne ~~an Independent Special''Trustee as~ an incident' of ownership b#` the polity, then a rnajority of the then: current mandatory and discretonaryincome beneficiaries te~celuding the insured Trustee if he or she is a beneficiary) shall select;the Independent Special Trustee. (d) Insurance'Policy on a Beneficiary's Life If the. trust ; holds a policy that insures the life:, of a ,'beneficiary,.. the beneficiary ~aeting'' individually; or as `Trustee) shall have no power over the policy, th'e cash value'' of the policy, or tte proceeds of the policy; The intent ~~of thi5 ,d'enial off power is to prevent.. an insured ~bene~ciary from 'having a power that would constitute an incident of ownership of the ._. policy: In addition,;; no distribution of income or principal, to ~ -tlie insured `-beneficiary sliall! be satisfied oufi of the proceeds 'of the' policy, the cash value of the policy or any other economic benefit of the policy. The li~~rnita#ions~ of~~this subsection shall not-~~ aliply~'~ if the proceeds of the ...policy +woul~, upon the death of the beneficiary, otherwise be included in gr r federal estate tax purposes. the oss estate of the beneficiary fo ~.- 12-9 Artic~l~e 1~~Mirteen. G+elneral Provisions Section 13.:01 Maximum Term for Trust Notwithstanding any other provsbn of this agreement to- the comtrary unless termYnated earlier under other provisions of this agreement, each trust created under this agreement shall terminate 21 years after the last to die of the descendants of my maternal and paternal grandparent's who` are living at ae time of my death: At that time,'the remaining trust; property shall vest in and be distributed to; the ;persons .entitled to receive mandatory distributions of net income of the. trust and in the same proportions. ;If no beneficiary is entitled to mandatory distributions of net income, the remairtirtg trust property shall 'vest in ands be' distributed to the beneficiaries entitled to receive discretionary distributions of net income of the trust, in equal sharesiper s~irpes. Section 1'3.0 S'pe~ndthrift Provision Neither the income "nor the princ~pa~l o#!:the trust property may be assigned, anticipated or alienated in 'any manner~~,by an'y ben~ef'ici~ary, nor," shah it be; subject to~'~attaehnent bankruptcy proceedings or any other legal process; or to the interference or control of creditors or others. Nothing contained.in'this''Section shall restrict in any way the exercise of any power of appointmenfgranted' in this agreement: Se"ctibn 13:03 Contest Provision If, after receiving a c©py bf this Section, any person shall, in any manner; directly or indireet~ly, att~inpt to contest or oppose the .validity of this agreement, (includ'ing any amendment fo this agreement), or commences, continues or prosecutes any legal: proeeedings to set this agreement aside, then such person shall forfeit his or"her share ' cease to have" any right or interest in the trust property, and shall, for purposes of this agreement be deemed to have predeceased~~me. This Section may nat~ be • applied so• as o cause a forfeiture of any distribution otherwise qualifying for`the federal estate tax charitable'deducti'on. Section 13:04 Survivorship Presu~mpfion I~f any beneficiary i living at my death, but dies within 34 days; after my death, then the beneficiary will be deemed'to have predeceased me for putposes of this' agreement. Section 13.05 Chang,irtg the Situs of Administration My Trustee may, at any'ti;ne, remove all or any part of the prp~erty or ;the situs of adrriirustration of the trust from one jurisdiction to another. My Trustee rn~ay elect, by filing, an instrur~ient with the trust records, that the trust., shall ;thereafter be construed, regulated and gouerned as to,adzninistration by .the lawn' of the new jurisdiction: My Trustee may take action under this Section for any purpose my Trustee deems 13-1 appropriate, including .the miitrnization of ,any taxes in respect of the trust or any,... benef ciary of such trust. If necessary, the beneficiaries entitled ,to receive distributions' of net income under ;the. trust may, by majority consent,, appoint a corporate fiduciary < in the new sites. If a beneficiary is a minor or is incapacitated, he parent or legal representative of the beneficiary may act on behalf of the beneficiary;' Section 13.06 ©efini~ions For purposes of this'agreement, the following terms have the following meanings: (a) Adopted and Afterborn Persons A legally adopted;person in any generation and his or her descendants;.. ncluding,adopted descendants, has the same rights and shall be treated in` the same.manner under this agreement as natural children of the adopting pazent provided such person is legally adopted prior to attaining the<age' of 18 years. ~A person is deemed to belegally adopted if the ad~~ption'~was legal in the jurisdiction in=which it'occurred at~the •time that it occurred: A fetus in utero that is dater born alive shall be considered a person in being during he period of gestation; (b) Ag~~reement .The term "th'i's 'agr'eement" means this' trust agreement and includes all trusts crated' under the terms of this agreement. ~. (c) Descendants The term "descendants" shall include a person's lineal descendants of all' generations. (d) 'Education The term "edue~atinn" is intended to ° be an ascertainable standard' in accordance with: Section 204.1 and Section :2514.. of the. Interirnal Revenue Code and~~~hall include, but not be limited to: Entollhnent at private elementary, :junior and senior high school including boarding school; Undergraduate :and- graduate study ~n any field at a college or university; Specialized, vocational` or professional' training..., or instruction at any institution, including private instruction;... and - Any other curriculum or activity that my Trustee may deem useful:' for developing the abilities and interests of a benefi'ci~-y, including, without limitation, athletic`'training, musical instruction, theatrical trdining, the arts and travel. ~,___ 1~-2 .~„~ ; +;.: ,~~ The term, "education" shall also include distr}but~ions made by my Trustee for expenses such as tuition, room ~ and board, feirs,, books and' supplies, tutoring and transportation and a reasonable allowance for living expenses. (e) Grantor « „ „« „ The term Grantor has the same legal meaning as Settlor, Trustor qr and other term referring to the maker of a trust. {fl ' Incapacity Except as otherwise provided,`: in this agre,emen#, ;a person is deemed incapacitated in any qne of the following circumstances. (~1) The.Opinon of Two Licensed ~Physiciar~s' An..ndividual shall be :deemed incapacitated whenever; in the ~written~ opinion of two licensed physicians, the individual is unable to effectively.' manage his or ` her property qr~ financial a~'i'airs, '~wuhethEr ~as, a~ result ofage, illness, use of prescription medications, 'drugs or other substance; or any other cause. Ain „individual shall ,be deemed restgred to capacity- whenever the individual's personal or attending physician provides a written opinion that` the individual is able to effectively manage his or her property and financial affairs. ~~_ (~~) ~ Court petermi'n~ation ,~1n nd}victual is deemed incapacitated if a court of competent jurisdiction has declared the individual to be disabied,~incgrripetent or legally incapaaitated. (3) Detention, Disappearance or Absence An individual 'is deemed incapacitated whenever `h'e or she cannot ~b~ffectivel'y manage his or her .property or financial affairs due to the individual's unexplained disappearance or absence for more than 30 days, or whenever he';or she is detained under duress. An individ'ual's ~~~disappearance or ~`absenee or `detention udder: dress -may be established. by an affidavit of 'my Trustee, or, if no Trustee is serving, by the affidavit of any benefcihiy, The affidavit shall describe the circumstances of the individual's disappearance, absence or detention and may be relied upon by any. third party dealing in good faith with my Trustee yin reliance upon the; affidavit: 13-3, Y (g~ Income Beneficiary The term "income beneficiary" means any beneficiary who is then entitled to receive distributions of the net income of the trust, whether `mandatory or discretionary. Unless. otherwise; provided in this agreement, the;;phrase<"majority of the income beneficiaries" means any combination of income beneficiaries who, if all aecrued'net income were distributed bn~ the day of a vote by the beneficiaries;' would receive more than 50"% of the accrued net income.. For purposes.. of this calculation; beneficiarie$, who are- eligible- to receive discretionary distributions of "net income are deemed to receive the income in equal shares. `References to a "majbrity" refer tb a majority of he entire -trust collectively until my Trustee allocates "property to?separate trusts or-trust shares:, After the ah'oeaton of`property to separate- trusts or trust shares; references tb a "majority" refer to a majority? of "each separate trust or' rust share.. (h) Independent Trustee .The term "Iradependent~ Trustee", means a Trustee who is snot acf> Interested Trustee as defined in subsection (i) and includes an Independent Special Trustee appointed, under the provisions of Section 3.08. Whenever (l) a power ~:is~ granted exclusively to an Independent Trustee or (2) the pYiiase _ "other han;an Interested Trustee" is used, then ,the power or discretion .~., may be exercised: only by an Independent Trustee. V~'hcnever this agreement specifically ~ prohibits an Interested Trustee from exercising discretion or> performing an act, then.., only an Independent Trustee may exercise that discretion or perform that; act. (i) Interested Trustee The term "Interested Trustee" means (1) a Trustee who is a transferor of property to the trust; (2) a Trustee who is a beneficiary of the trust; (3) a Trustee who is related or subordinate within the meaning. of Section 672(c) ofthe Internal Revenue Code to a transferor of property to the trust or a beneficiary of the trust; or (4) a Trustee whom a transferor of property Ito `the; trust or a beneficiary. of the trust can ,.remove and .replace by appointing ~ t'ru'stee that s~~related or subordinate to the benetic'ary within the meaning ~~.of Section b~2(c) oaf the, Internal !Re~+eriue Code: For purposes of this subsection "a transferor of property to < the trust" includes a person whose'qualifed disclaimer resulted in ~prbperty passing to the bust. .For purposes'of this' subsection, "a beneficiary of the trust" 'means a person who is or in 'the future may be eligible to receive income or principal 'from the trust pursuant to the terms of the trust. A person shall be considered a beneficiary of a trust even if he or he h`as only a remote contirxgent remainder interest in the trtYSt, however, a person shall not be considered a 13-4 ~~ ~~ benef eiary , of a trust if the ,,:person's only interest< .is as - a potential .appointee under a testamentary "power of appointment: (j) Internal Revenue Code and Treasury Regulations References to the "Internal Revenue Code" or to its provisions are to; the ; Internal Revenue Code of 1986, as amended fronn time o time, and the corresppriding Treasury -Regulations; if any.-..': References 'to the "Treasury- Regulations;" are to the `Treasury Regulations under the `Internal Revenue Code in effect from time to tune. If a particular provision of the Internal Revenue Code is renumbered, or the Internal!"Revenue Code is superseded by a subsequent federal taix law,; any reference is deemed to be made to'the renumbered'provison or to the corresponding provi`sion' of the subsequent law, unless to do so would clearly be contrary to my intent as expressed in this agreement. The same rule shill apply 'to references to the Treasury Regulations. (k) L'ega~li~Representative' or Personal Representative As used ins this agreement; the term >"legal, representative" or, "Personal. Representative" means a person's guardian, conservator,; executor; admir~strator; Trustee, , or any other person ' or entity personally. representing'a person or the person's estate. (J) Per S~irpes Whenever a :distribution is to be made to ; a person's descendants ;"per ,~- stirpes~" the distribution shall be divided into as many shares, as 'there are. then living children of the person and deceased children of the person who left thcri living descendants. Each then living child shall receive one share and the share of each deceased child shall `be diui~~ied ;arnong;~the cllld's then living descendants in the, same manner. (m) ' Pr~rnary Beneficiary `, '.The primary~~ beneficiary~~~of, a trust createdf~'under this ;agreement ~~i~s~ the oldest :income beneficiary of that trust. unless some other individual is ' peciftcally .designated as the primary beneficiary of that separate trust. (n) Qualified" Retirement Plan The term "qualified retirement plan" means a plan qualified under Section 401 of tb,'e Internal. Revenue Code, an individual retirement arrangement under Section' 40$' or Section 408A or atax-sheltered annuity under Section 403. The tarrn "qualified retirement benefits" means the amounts held in or,dstributed pursuant to a plan qualified under Section 401, an individual retirement' arrangement..under Section 408 or Section 408~A, a ; tax-sheltered annuity under Section 403 or any other benefit subject to the ~distribution~rules o~~Seeti~on 40~1~{a)(9):~ 13-5 (~) Shah and May. `~- Unless otherwise specifically provided in this agreement or by the context in which used,,I use the word "shall";in this agreement to command,;direct or rewire, and the word"may" to atlow,or;permit', but~not require. In the` content of my Trustee,:: when. I use the wbxd `t~nay" I intend that my Trustee may act in its sole and'` absolute discretion unless otherwise stated in this agreement. "1P) Trust The 'terms "this >trust'' or "this trust agreement" shall refer to this .agreement and all 'trusts`created'ueder the teens of'this agreement: (q) TnU`s#ee The term "rny Trustee" or "Trustee" refers to the Trustee named in Article. One and to any successor, substitute, replacement , or additional person; corporation or other entity that is'froin time to time acting as'the Trtiistee of any trust created. under the terms of this agreement. The term "Trustee" refers to singular orplural as the context may require: ('r) Trust Property The phrase~4`trust'property" shall,be construed to mean all'~,property held by my Trustee under this agreement, including all property; that my Trustee. may,acquire'from any source. ~- Section 13.07 Genera~l'~Provisions and' Rules of~Gonstruction_ The following general pro~~isions' and'rul'es of construction hall apply to this agreement: (a) Du~('(c~te ~Orig~nals This agreement may be executed in any number of counterparts, each of which is deemed to be an original. Anyperson may rely upon a copy of `.this agreement certi#ied under oath by my Trustee to be a true copy, to the same effect~,~as if it were an originals. (b) Singular and Plural; Gender ~Unless~'~the cbntezt,req;uires otherwise, wordsdenotmg they singu~Iar may be- construed as plural and words of the plural may be construed as denoting the singular, Words of one gender may be construed as denoting another gender as is,appropriate within the context. The word "or" when used in a list of more than twa items may function as both a conjunction and a disjunction~as the context requires or permits: (c) Head)rtgs of Articles, Sections, and Subsections The headings of Articles, Sections, 'and subsections. used within ,thisi agreement are included solely for the convenience and reference ~ of the reader. They have no significance in the interpretation or construction,of' this agreement. (d!) Governing+Sta#e Law This agreement is governed, construed and administered( according to the laws of the: Comrnonvuealth of Pennsylvania as from time to time. amended, except as `to trust property required `by law to be .governed by the laws of ano~er jurisdiction and uni'ess the Sims of Administration is changed as provided in Section 13.05. (e) Notices' Unless otherwise stated, whenever this agreement call's ,for notice, the notice must b'e in writing and must be personally delivered with prof of delivery, or mailed postage prepaid' by certified mail; return receipt requested, to' the fast known address of the party, requiring ,notice. Notice is effective on the date personally delivered. or on the date ofthe,return receipt: If a party giving notice does not receive'. the return receipt but,~has proof ~ that, he or she mailed'~ahe notice, n©tiee is e~`ective on ~tlie date it~ would normally have been received via certif'ed mail. If notice is required' to be given~tt,a mirror or incapacitated individual, notice must lie given to the parent or legal representative of the minor or incapacitated individual: (1) Severabil~ity The invalidity or unenforceability of any provision of this,"..agreement hall not affect the validity or, enforceability of any other provision of this agreern'ent. 'If' a court `of competent jurisdiction determines; that ,any provision is invalid'';' the remaining provisions of this agreernent~~~are to be~ interpreted' and construed as .if the :invalid provision >had never been included in this agzeemen . I have executed this "'restafernent to my'revocableliving trust agreement on° the day; and year first auo~e written. This agreement shall be effective when signed by me, whether or not now-signed by a Trustee. I certify to the officer taking my acknowledgment that I have .react this: trust agreement, that I understand it, and that it correctly, states the' provisions under ~wh~ch my trust~'property is t~o be administered?: and distributed by my Trustee: ~e'nevie~~e E: Crall, Grantor"and Tustee~~ ' I~-7 ,~ ~, 4 ~r COMMQNWEAL'TH OF PENNSYLVANIA ) ss. COUNTY OF CUNi~BERLAND On this day, November 10 2006, before me personally appeared Genevieve E. Craii, as Grantor and 'as Trustee, personally known to me> (or proved ~to me' on, the basis of satisfactory evidence) to be the '''individual whose name is subscribed' to the foregoing instrument, and acknowledged that she executed the same `as her voluntary act and deed for the' purposes therEin contained: Witness my hand~and official seal. ;:[Seal) / `` Notary Public ;' Ivly com~n3ission expires: NOTAH;IAL SEAL THOh~AS' J. AHAENS, N-0TARY P-WQUC- CI7Y OF M$CNANiCSBURG, C19MEERiAND ;CTY. MY CpMM1SSi0N '.EXPIRfS `'FEB. 13;' 2007 13-8 „t m m o_ ~ aH' ~Cx ~ j ~~, ~• T~ ~ T O A N ~• ~ ° ~ ~ ° s n ~ fl : ~ aft v .», m ,Ci1 n ~ D - ~ 7 ~~ ~ ~N F ~ T ~, W~ ~ m ~. -'1 : ~ 0_ n N .;~, a ~ ~~ ~:. ~1~ i ~ C]. ,~ ~•. R.7'-'cif ~}~ , 4 !~ v Q ~~~'.D .1 ~ r. f ~ o ce v' ~ ~ c n m 3` w n ~a~ " o H ~ ~ ~""~ o' fns ~a~~' ~ ~°'2~ Q ., y* T m ~~~. Q T T~ ~ ~ T '^ y. T N O 'T ~V ~ M d.~a~.'k`i,'9,`~y T n~ H• ~~ c ~ o^ a s -t c ~ o ~ W S ~ s-° TA n ~ ~o o ~ 3 ~ * ~ T~ ~ p ,; n ~ ~ n ~ao R ~ 'ate pg~"m r~ .~ g,g b o w', ~ ~ ' ~`n +~ '\ ~ ^ 3 -Z-~~~o ~~~ w 0 m ~~. ~ rv ~ ~ .'R :~ ...~'- '~ __..._a.~ .... _ ..aua..._av~ '4 A w G ~` ~ ~ ~ ~ 0 ', ~ ~w~,~ ° C ?~~ '1 a4 T A ~~.~f ~ ~ °a Td~f g' ~ ~ ~ ' ~ o o o T ~ ~ A O '^ - ~~ ?•'0 F. ~~ ~~ ~~' 3. • e D s ~ °. "' to a v m ~• ~ ~ 3. o ~ ~ G Cl O T ~ ? ~ 0 7 ~ Qom' 4~ n O o ~ o' ~ 3 ~ ~ if ~` ' o. o .... ,- ..... , ., ,.... ..... ... ..,,y ,_..., __ ..,. ~..' _ _ .. ... ^~v• vJVt~AJJ~/ t FYI TRLE NUMgt Q18 SHOWN t7N ATTAQED TRIE) M111~ K YCI•{.ii iR7OEL TeNa 51088598101 TOYOTA q ~ PLILId1AK PRKX (S»NobmR•wn•) 5000.00 0.00 vEHlctF IDFM~IG~TION NuMeER coNOrtaN 4T1BF12BXVU20192$ ~, OFAIR OPOOR ~T"AOE~N ~ • 0A 0.00 B• ~ LAST L , liF-3(V.CY L FIRBT W1ME 1NDOLE NAAAE ~E ~~ ~j~00 . 00 0.00 OOSd IER . 1. SALliTALIDUE ~00 . 00 QI 00 C LAST NAME (OR SU941ES9 NAMEI FYIST NAME MIDOLE NAME PA OlIPF10T0 IDF DATE OF SIRTI4 OR BUS. E7t t (Sw Nel• m pwwn•} . PALGUTA ~ DEBORAH L . Sid , . .. `IIEA.or om( `~ .. ,. .. ...:,:. ;' : ~ .. i. r:,. '~~' ~ 204 GREENWOOD DR CITY STATE ZIP COD NEW CUMBERLAND, PA 17 ~ t 7TTLJC FEE 1 ~~ ~~~~ 17 !. UEN FEE ~ qA'E %er:TN . a. REaaITRATION oR F+eocESwKI FEE FEEEXEJIrSINMSER Aa~Ik};~5i r+;~,~t+~ v~^b.5~'6 . A• AJISKINED Etl T116 ' n.. 1 ~ {:n .ifp 1 ri4 e~+.a,. ~ „ . 1 ~~ B^~ 0. .~: r~.., COUNTY CODE 6 DUFUCATE RE0. FEJt NO.OF CARDS 00- _ REFER TO COUNTY CODES L TIIIWSFER FEE IISTMIO ON REVERSE SE1E OF YELLOW COPY 7. SICREAS! FEi R IIEPU-CEIIENT FEE f FAIR O POOR TOTAL MID ~ t /F. (ADC 1 TNRU S) 11. GRAND TOTAL SETID ONE CHECK N (ADD S a 10) TIM ~~ tEARON FOR REPlAC1AfJ1T O LOST O DEFACED O STT%EN O NEVER RECEIVED (Lo.I ti M•II) NOTE: w 71EVER RECENED' tiwa r dwr.e. •vvbeM •.r •n~obl• Pam MVJI. oa eus. E>tT ~i~ E. ~wr~~ .,~~~~.~~.~ MOOEI. YEAR EDDY (CP, M ETC.) CONDITION O G000 F. O PLATE TO EE ISSUED Er O TRANSFER OF PREVIOUSLY 148UED PLATE ~ a O 7RANSfER a RENEWAL OF PLATE RAMS sE wu o tRANSFEa s REPUICEMENT OF PuTE ATTACFI®a O TRNi6FER OF PLATE i REPLACEMENT OF STICKER O E7IC-fANDE PLATE TO EE ` "~ ~ ` ` v ' ~6 ~ ' 6Y DEPARTMEIIT ~ , TEMPORARY PLATE ISSUED FULLAGENT ExPltrES MaAh Ywr x NSFERRED FROM TTTIE No TR Q . A C •~ SIGN HERE TEMP PLATE NC , . ~R ~ ~ - ., . , , nu w d 1 CERTIFY THAT ON MONTH OAY ~_ YEAR wUtn ~ 1 ~ ~cl aStNNG 1 W WE CIECi~D To DETER6SNE T THE VENK:LE IS WSUItED /~ ~.~~ 3 AGENT ISSUED TEMPORARY REOKITRATION TO THE ABOVE nPPLlc~urr, No. coLLVL.IANCE~ ~ PI~vISIONS of THE vEN (~ ( )~o t L. 7030 C7. YYVE CERTIFY TINT YWE NAVE EKAMWED AND SIGNED THIS FORM AFTER ITS COMPLETION ANO WF TION IS TR E1 . IF ANY EXEMPTION M CLAILLED. TIE: PURGIASER FURTHER CERTIFIES TENT HEYSFiE W AUTHORIZED TO CLAW THIS DIEMPTION. THAT SiaL PRIWI,EIlES(S) OR VEMKZ.E RFGISTR1ITION(S)FOR FAE.URE TO MAWTAIN FWANCNL RESPONSENLRY ON THE CURRENTLY iISTEREO FOR THE PEW00 0 REDI ON. 111N . WLEDOE THAT YVME MAY !E TO A FBIE NOT E70CEEDNW 16,000 AND B~WSOlMIENT OF NOT MORE THAN YEARS F FALSE STATEMENT T IAAfE Oi ON TMS FORM. ~ TWq~aw Na 1ST ~ ASBI011• a aAUlnonr•a 1 ) ME1R L1D SIpAMw d iAOad Puldrw aA~RwArad 81piw •4plgn• No. ~ ( ) H. NOTE: IF A COiURCNASER OTHER T W W YOUR SPOUSE ~ LISTED N~ YOU YVANT THE TRLE TO SE 119TED AS'JOMIT TENANTS WRH RIOHT OF SURVNORSIIIP' (ON OEATH OF ONE OWNER, TRLE ODES TO 81NNNBi3 OVYNFR) CHECK HERE O. OTHERWISE. THE TrrLE Mntt SE IssuEO AS'TENANTS W COMLAOIr (aN OEATN OF ONE OWNER. WfEREST of DECEASED OWNER GOES TO HISh1ER HEIRS OR ESTATE.) NOTE: M THE VEHICLE IS TO SE USED AS A DAILY RENTAL OR LEASED VEIII(,'LE. CHECK THIS STOCK O. IF BLOCII IS CHECKED. COMPLETE AND ATTACH FORM MV•1L MEBSENOER NO.: ~~~~~ a~~ A ((~ f) ~ . 1. BUREAU OF MOTOR VEHICLES COMMONWEALTH OF PENNSYLVANIA DEPARTMENT OF REVENUE INHERITANCE TAX DIVISION DEPT. 280801 HARRISBURG, PA 1 7 1 28-0601 SAFE DEPOSIT BOX S INVENTORY Please Print or Type 2 MUST BE COMPLETED BY REPRESENTATIVE OF FINANCIAL. INSTITUTION WHERE SAFE DEPOSIT BOX IS LOCATED ANO RETURNED TO ABOVE ADDRESS COUNTY CODE FILE NUMBER SOCIAL SECURITY OR DEATH CERTIFICATE NUMBER • DECEDENT'S NAME (LAST, FIRST, MIDDLE) GATE OF DEA H G?~9Lt_ C-rr;,JtVlt. vE k .~ .Zcx~~ F ADDRESS O DECEDENT (S T REET) (CITY) (STAY } (ZIP CODE) ~ p ~ t ' ~7 -/ E Q. S ~" C.-OOV e:-r C~:.~'1T~ii.-'f- /~@.G7,'1 n.A~ ~ G i ja ~.~.e- ~i~ i ~ ~ S S NAME ANO ADDRESS OF PERSON REQUESTING THE OPENING OF THE SAFE DEPOSIT BOX (NAME) ~c,niwlA J . G-~u~ sS (STREET NAME) _ (CITY) (STATE) (ZIP COOS) C~ic 3bwr' ~ti u-t I~t:Lht+r~:Lib:+.r ) fl )'its SS NAME, ADDRESS ANO RELA710NSHIP (IF ANY) TO DECEDENT, OF PERSON(S) PRESENT AT THE BOX OPENING a. (NAME)'-. (REL TIONSHIP) L~~~ ~J . ~c~ s5 ~:?~~~ z~ (STREET NAME) (CITY) (STATE) (ZIP CODE) 35 <~ s >7 ~t /~ LhlL ~ ~.r 1Cc ~dF~ x~,J, c.sS ui~- c., ~''~+ ~ -r oss b. (NAME) (RELATIONSHIP) A.a>z.o~ C ~ .~ ~t c IL ~~„~ A-~r o e.N F y _ (STREET NAME) (CITY) (STATE) (ZIP CODE) LI O'7 to .~R .a..- kt`- ~ -c-~.r •t G:--.ten p F-t . C I tail i '7 0 t 1 c. (NAME) (RELATIONSHIP) .~',~-r a~i ctc- 3wc~ y __ ~$I~r. k. .titer .,.~ ~ -- (STREET NAME) (CITY) E} (STAY (ZIP CODE) ( 52ts1 J:.nn.y~,.. ''¢-ry ~s~~-d I~¢tha.~t~CSlaa...r- ^ f'~- 1.,'105 ' NAME ANO ADDRESS OF FLNANCIAL INSTITUTION WHERE THE SAFE DEPOSIT BOX IS LOCATED (NAME) 1~c~e.i~.ov .a.. W RNs Fs~s- ~ (STREET NAME) (CITY) (STA T E) (ZIP CODE) jjR01 ~i•., Se,.. ~ce-+ eon-~ M1~JtC.-+sa.~:c.Sb...s- ~ j 'PA 17050 NAME OF P RSON MAKING LAST ENTRY DATE AND TIME OF LAST ENTRY A J. t~usS ~~ << o~ 1G ~ ~o Prr» DATE OF CONTRACT TO RENT BOX R OF BOX NUM BE T IT LE UNDER WHICH B OX IS REOUESTE D I a/ ~ ~Op ~ ll C~ I•~ J~ f i~ ~ - T 1 r ate! '1 C ~ •.Z T ~4~GgaLN'~ js ~)"' I.~ti:.f NAME AND ADDRESS OF PERSON(S) HAVING ACCESS TO BOX a. (NAME) b. (NAME- (STREET ADDRESS) (STREET ADDRESS) ~ i-" ~.~. 3S C-~**YSb.ti. , (CITY) (STATE) (ZIP CODE) (CITY) (STATE) (ZIP CODE) RY NAME AND TITLE OF EMPLOYEE TAKING THE INVENTO `\ / ~B.:T Ii.\ C, ~^\r t~1nCi Yl, ~5~. ( 0"~9 .~~f f: l' ~ } / ill: WAS A WILL IN THE 80X? ^ YES [~NO If yes, a. Date of w b. Name and address of personal representative, if named 1n the will (NAME) ~~~W.,v.ti S . C-z 1 ~S (STREET NAME) (CITY) (STATE) {ZIP CODE) ~Z .it. ~~.. ~1~.i.:.t ~,1 .~'lit~4~.w~.~~c.sllt+..- ~iA 1'7C5S t. Name and address of attorney, any (NAME) AArv... ~' . ~Q.~t~f.tiCJ*~ (STREET NAME) (CITY) (STATE) (ZIP CODE} ud'T (o M or ~~s ~c.A'• ~a-t C..,--.` I-I :1( ~'!t 1 ? o ~ l SAFE DEPOSIT BOX INVENTORY Page~of _~_. INSTRUCTIONS (1) Cash: Report total only. (2) Stocks: list in detail every common or preferred certificate, warrant or other rights found in box. Stocks are to be designated by name of company, certificate number, date of certificate, name in which stock is registered, and number of shares and class of stock. (3) Obligations of U.S. Government: Number of items, date of issue, face value, names in which registered and type of ownership, i.e., jointly held, payable on death, etc. (4) Bonds: Designate by name, amount, serial number, or other designation. (Bearer Bonds) (5} Bank and Savings and Loan Passbooks: State name of depositor, number of book. last date appearing in book, name of bank and branch, and balance. (6) Jewelry, Coins, Stamps, Manuscripts, etc: List and describe as fully as possible. (7) Deeds, Mortgages, Current Insurance Policies or other evidences of indebtedness: list and describe as fully as possible. (8) Atl other contents. ITEM ITEM DESCRIPTION 1.= tJ ~ ~ ~^7VC }(. 5'T /b(d"L . J c~2 T~~ J O ! g ~ G ~ oC ~ ~ ~ tl~ rC.. - rLt c G ~ Cv ~T S nn :n •-v G ;z - ~~ ha ~ .~,L / C ~^ "~t„~ V ~~~ OF= (C o I ~ Cv c~ <. Sz` vci2 N~L1=' 1JvC t A/L~5' ~ Ico SQL ~~bl._ ~,~.-~ 2 s 13 a Src.v~~ ~t~~~ r ~ I CERTIFY UNDER PENALTY Of PERJURY THAT THE ABOVE RECORD IS PERSON RECEIVING COPY OF CORRECT ANO COMPLETE TO THE BEST OF MY KNONlLEDGE AND BELIEF. SAFE DEPOSIT BOX INVENTORY: SKitJAT ~ SIGN R~E PRINT NAME jy~ ~ ~ PRIN NAME AND CHE PPROPRIATE 80X LOW: 1 A A-o „~ ~~ - „JA Ca.:. Z o r : ~~ :..... e. ..J .. C~t i o. s S PRINT TITLE DATE CHECK APPROPRIATE BOX. jl~..~~ ~r r ~ ] t I l t b(O~ !!! 1 ~ Executor(trlx) ~ Adrnmistralor(tnx) Q Estale Rcpresentalive ~ Joint owner of sate aeposil pox N07E: Attach additional 8'/:" x 11" sheets} if necessary or use duplicates of this page of form. m c m z O °= Z 3N X q Z ~+ m o zN o 0 r 3 ~ >~ ~n ~v ~j0i m ~ O;y ~ ., N G1 O ~ Z X K. v+ ~$m~' GZ N ~ C .q A O 3 9 Z Z D 3 m m T_ C1 O C A I ~ 0 m T W N C m n ~ ` 0 m r N m z r ~ m m ~ o ~ ~ C a z C I 1-~111 a~ ~~ O~ Z ~ i~ -1 O m m c m Z n 4 z C Z O 4 2 x G i+ U MID PENN BANK October 20, 2009 ~. ~ a' Jackson Law Firm 4076 Market St., Ste. 206 Camp Hill, PA 17011 Re: Estate of Genevieve E. Crall Date of Death: August 30, 2009 SSN: 201-18-2859 Dear Mr. Jackson: In response to your letter requesting information on the accounts of Genevieve E. Crall, I have accumulated the necessary data below: Account #: 9004086 -Checking Account Name: Genevieve E. Crall Date Opened: 10/30/1995 Balance DOD: $120.40 Balance Accrued Interest DOD: $.00 Total DOD Balance: $120.40 Joint Ownership Name: Genevieve E. Crall Donna J. Glass Judy A. Holbrook Date Joint Ownership Established: Donna 3. Glass added 7127/2005 Judy A. Holbrook added 11/21/2006 Account #: 309001111-Certificate of Deposit Account Name: Genevieve E. Crall Date Opened: 3/24/2000 Balance DUD: $50,000.UU Balance Accrued Interest DOD: $18.60 Total DOD Balance: $50,018.60 Joint Ownership Name: Donna J. Glass added 7!2712005 Judy A. Holbrook added 7!27!2005 If you have any further questions, please call me at 717-896-5381 Sincerely, ~. Jessica Kerwin Deposit Processing Specialist 349 Union Street, Millersburg, PA 17061 • 1-866-6HAPPEN • 1-877-9HAPPEN • www.midpennbank.com Member FD4C ~^/ `moo 3 Consolidated Statement O1 1000323524990 752 40 2 114 SAFEKEPT Replacement Statement 075 GENEVIEV6 B CRALL DONNA J GLASS PB JUDY A HOLEROOK 35 GET1'YSBURG PIKE MECHANICSBURG PA 17D55 8/22(2009 chru 9/22/2009 Summary o£ Accounts Checking & Savings Account number Account Balance As of lntereat Maturity rate date 1000323524990 CROWN CLASSIC BKG 5,838.38 9/22 1010008235840 HIGH PERFORMANCE MMI 3,175.95 9/22 Total $9,013.83 WACHOVIA BANK, N.A. CAMP HILL page 1 of 6 Consolidated Statement 02 1000323529990 752 40 2 114 SAPEKEPT Crown Classic Banking Account number: 1000323529990 Account owner(s): GENEVIEVE E CRALL DONNA J GLASS JUDY A HOLBROOK Account Summary Opening balance 8122 54,651.78 Deposits and ocher credits 12,399.23 . Interest paid 0.27 . Checks 10,641.10 - Automated Checks 396.15 - Other withdrawals and service fees 125.65 - Closing balance 9/22 $5,838.38 Deposits and Other Credits Date Amount Description 8/28 6,000.00 COUNTER DEPOSIT 9/01 1,399.23 AUTOMATED CREDIT US TREASURY 303 RR RET CO. ID. 3031736071 090901 PPD 9/10 5.000.00 COUNTER DEPOSIT 9j22 0.27 INTEREST FROM 08/22/2009 THROUGH 09/22/2009 Total $12,349.50 Interest Replacement Statement 075 Number of days this statement period 32 Annual percentage yield earned 0.05 t Average interest balance $6,155.65 Interest earned this acatement period $0.27 Interest paid this statement periotl $0.27 Interest paid this year S1.13 Interest Rate Summary Da[ea Rate t Dates Race Z Dates 8/22 - 9/22 0.05 H/22/2009 thru 9/22/2009 000006851007310 920092388299399 000006550030550 000925000100001 Rate Z WACHOVIA BANK, N.A. CAMP HILL page 2 of 6 Consolidated Statement 03 1000323524990 752 40 2 114 SAFEKEPT Replacement Statement 075 8/22/2009 thru 9/22/2009 Crown Classic Banking Checks Number Amount Date Number Amount Date Number Amount Date 2595 58.32 8/24 2605 79.00 9/03 2615 255.00 9/11 1250143130 0550646920 6152931 2597' 346.92 8/26 2606 500.00 a/31 2616 327.31 9/15 0758817810 6856781090 0753011 2598 508.50 8/25 2607 538.00 8/31 2617 200.00 9/17 0751218310 5958786970 125135 2599 57.05 8/25 2608 288.00 8/31 2619' 300.00 9/21 6356890930 5453159430 0255751 2600 960.00 8/24 2609 268.00 9/02 2620 225.00 9/21 6855195020 6455650250 665061: 2602• 480.00 6/24 2612• 1,000.00 9/08 2621 525.OU 9/22 6154636830 5324122984 1652121 2603 200.00 8/26 2613 1,875.00 9/08 Total $10,641.10 6751189890 5329122995 2604 192.00 6/25 2614 1,458.00 9/10 1554324650 0158660730 •Indicates a break in check number sequence (checks could be listed under Automated Checks) Automated Checks Number Amount Date Description 2601 355.61 B/25 AUTOMATED CHECK DISCOVER ARC PAYMENTS 420092373954238 CO. ID. I510020270 090825 ARC MISC 2601 2610 40.54 9/04 AUTOMATED CHECK VERIZON ARC CHECK PYMT 420092465683351 CO. ID. 2005022221 090904 ARC MISC 2610 Total $396.15 Other Withdrawals and Service Fees Date Amount Description 9/15 125.65 AUTOMATED DEBIT PPL EU ELEC SVC 420092580302902 CO. ID. 1230959590 0909 15 PPD Total $125.65 Daily Balance Summary Dates Amount Dates Amount Dates Amount 08/24 3,153.46 09/02 7,248.61 04/15 7,088.1] 08/25 2,040.30 09/03 7,169.61 09/17 6,888.71 08/26 1,493.38 09/09 7,129.07 09/21 6,363.11 7 A 09/08 4,254.07 D9/22 5,838.38 08/31 -- ,167.38-' 20 7,796.07 09/01 7,516.61 09(11 7,541.07 NACHOVIA HANK, N.A. CAMP HILL page 3 of 6 Consolidated Statement 04 1000323524990 752 40 High Performance Money Market Account number: 1010008235890 Account owners}; GSNBVIEVE E CRALL JUDY A HOLBROOK DONNA J GLASS s /22/2009 thru 9/22/2009 Account Summary - Opening balance 8/22 S14,175.05 Interest paid 0.40 . Other withdravala and service fees 11,000.00 - Cloaing balance 9/22 $3,175.45 Deposits and Other Credits Date Amount Description 9122 0.40 INTBRBST FROM 08/22/2009 THROUGH 09/22/2009 Total $0.40 Interest Number of days this statement period 32 Annual percentage yield earned 0.06 t Average interest balance $7,268.80 Interest earned this statement period $0.40 Interest paid Chia statement period $0.40 Interest paid this year $42.25 Interest Rate Summary Dates Rate t Da[ea Rate t Dates 8/22 - 8/27 0.10 8/28 - 4/09 0.05 9/10 - 9/22 Other Withdrawals and Service Fees Date Amount Description e/ae 6,000.00 COUNTBR NITHDRAWAL- 9/10 5,000.00 COUNTER WITHDRAWAL Total $11.000.00 Daily Balance Summary Oates Amount Dates Amount Dates OB/28 8,175.05 09/10 3,175.05 09/22 2 119 SAFEKBPT Replacement Statement 075 000425000100001 Rate i 0.02 000006851007b70 000006550030610 Amount 3,175.45 WACHOVLA BANK, N.A. CAMP HILL page 4 of 6 Consolidated Statement 05 1000323524990 752 4fl 2 114 SAF£KSPT Replacement Statement 075 8!22/2009 thru 9/22/2009 Effective November 10, 2009 in order for the Bank to better service your account or collect any amounts you owe, we, our affiliates and/or service providara may from aims to time make calla and/or send text messages eo the telephone number(s) associated with your account, including wireless telephone numberls) that could result in charges to you. The manner in which these calls or text messages are made to you may include, but is not limited to, the use of prerecorded/artificial voice messages and/or an automatic telephone dialing system. If you do not want to receive prerecorded/artificial voice messages or automatic telephone dialing system calls on your wireless telephone, please contact us at 1-866-211-b980. No matter what life has in store, Wachovia is with you. we offer a variety of checking products Cha[ are tailored to meet your financial needs. And, when you add a check card, online banking, and our Way2Save program, you have a complete package of services that will help you manage your finances with ease. To learn more, call 800-WACHOVIA (800-922-4684), visit wachovia.com, or stop by a financial center today. Wachovia Bank, N.A. and Wachovia Bank of Delaware, N.A. Members FDIC. WACNOVIA BANK, N.A. CAMP HILL page 5 of 6 Consolidated Statement 06 1000323524990 752 40 2 119 SAFEKEPT Replacement Statement 075 8/22/2009 thru 9/22/2009 Customer Service Information Checking 6 Savings Accounts, Check Card i ATM Card TDD (For the Hearing Zmpaire9) En espa~Sol pars cueneas corrientea y de ahorroa Hank By Mail (Deposits Only) Consumer Loan Accounts Phone number Address 800-WACHOVIA WACHOVIA BANK, NATIONAL ASSOCIATION 800-922-4684 NC8502 - ~ P~080X~~563966 800=835-7721 CHARLOTTE IIC 28256-3966 800-326-8977 WACHOVIA BANK, NATIONAL ASSOCIATION VA3289 P O BOX 26090 RICHMOND VA 23260-6090 800-347-1131 WACHOVIA BANK, NATIONAL ASSOCIATION VA0343 P O BOX 13327 ROANOKE VA 24040-0343 In Case of 8zrora or Questions About Your Electronic Transfers: Telephone us at 800-WACHOVIA, 800-922-4684, or write to us at WACHOVIA BANK, NATIONAL ASSOCIATION, NC8502, P O BOX 563966, CHARLOTTB NC 28256-3966, as soon as you can, it you think your statement or receipt is wrong or iE you need more information about a transfer on the statement or receipt. We must hear from you no later than 60 days after we sent you the FIRST statement on which the error or problem appeared. 1. Tell ue your name and account number of any). 2. Describe the error or the transfer you are unsure about, and explain ae clearly as you can why you believe there is an error or why you need more information. 3. Tell us the dollar amount of the suspected error. We will investigate your complaint and will correct any error promptly. If we take more than 10 business days to do this, we will credit your account for the amount you think is in error. You wi]1 have use of the money during the time it takes ua to complete our investigation. WACNOVIA BANK, N.A. AND WACHOVIA HANK OF DELAWARE, N.A. ARE MEMBERS FDIC WACHOVIA HANK, N.A. CAMP HILL page 6 of 6 Exh~6~t A Scd~,V G. T-1 OMB N0.2502-0285 A. B. TYPE OF LOAN: DEPARTMENT OF HOUSING 8 URBAN DEVEL U S OPMENT 1.©FHA 2.~FmHA 3.~CONV. UNINS. 4.QVA S.QCONV. INS. . . SETTLEMENT STATEMENT 6. FILE NUMBER: Exz6464 7. LOAN NUMBER: 696670 8. MORTGAGE INS CASE NUMBER: 441-9518414-703 C. NOTE: This /omt is lumished fo give you a statement o7 actual settlement costs. Amounts paid fo and by the ~ftlement spent are shown. /lams marked %POC)' were paid outside Me dosing; they are shown here /Or informational purposes end are not indrrded in the totals. 1.0 31Y! E%7b16l.PFdE%7NN/!1 D. NAME AND ADDRESS OF BORROWER: Brandon CWrk 2602 Warren Way Mechanicsburg, PA 17050 E. NAME AND ADDRESS OF SELLER: Genevieve E. Crall Living Trust F. NAME AND ADDRESS OF LENDER Sierra Pacific MoAgage 450 Easl22nd Street Lombard, IL 60148 : G. PROPERTY LOCATION: 799 East Coover Street Mechanicsburg, PA 17055 H. SETTLEMENT AGENT: 20.1067645 Experienced C~ng Services, LLC 1. SETTLEMENT DATE: December 1, 2009 CumbeAand County, Pennsylvania PLACE OF SETTLEMENT 3315 Market Street Camp HiN, PA 17011 J. SUMMARY OF BORROWERS TRANSACTION K. SUMMARY OF SELLER'S TRANSACTKN 100. GROSS AMOUNT DUE FROM BORROWER: 100. GROSS AMOUNT DUE TO SELLER: 101. Contrail Sales Price 208 999.04 401. Contrail Sales Prke 208 999.04 102. Personal ~ 402. Personal P 103. Settlement Cba s b Borrower Line 1400 13,836.52 403. 104. 404. 105. 405. A 'ustmenfs For Items Paid B Selby in advance Ad'uslments For Items Paid B Seller in atlvanoa 106. C (Town Taxes to 406. C Rown Taxes to 107. Coun /T Taxes 12102/09 b 01/01/10 63.42 407. Coun R Taxes 12/02/09 to 01/01/10 83.42 108. SchoolTaxss 12/02A9 b 07/01/10 1,423.07 108. SilroolTaxes 12/02/09 b 07/01/10 1423.07 109. IM Otr efuse Cho 12/02/09 tiD 01/01/1 38.95 409. 4th Otr Sew IRefuse Che 12/02/09 l0 01/01/1 38.95 110. i 410. 111. 411. 112. 412. 120. GROSS AMOUNT DUE FROM BORROWER 224,381.00 420. GROSS AMOUNT DUE TO SELLER ' 210,542.48 200. AMOUNTS PAID BY OR IN BEHALF OF BORROWER: 600. REDUCTIONS IN AMOUNT DUE TO SELLER: 201. sit or eamesl 2 000.00 501. Excess Da See Instruc8ons 202. Pri I Amount of New Loans 202,481.00 502. Settlement Cha to Seger Line 1400 14 734.94 203.E ' kxsn a taken su to 503. ExisOn s taken su ' b 204. i 504. Pa fi of first Mortge e 205. 505. P fi of second M e 206. 506. i 207. 507. ' disb. as s 208. 508, 209. 509. A 'ustments For Items Un aid B Seller 210. C' own Taxes to 211. Coun R Taxes to Ad'ustments For Items U aid B Seller 510. C /Town Taxes to 511. Coun iT Taxes b 212. School Taxes to ! 512. School Taxes to 213. 513. 214. 514. 215. 515. 216. 516. 217. 517. 4th Otr Sewer/Refuse Cha s to Mechanicsbu Boro 138.20 218. 518. Home Warren b AHS/88322031 435.00 219. 519. 220. TOTAL PAID BYrFOR BORROWER ( 204,481.00 300. CASH AT SETTLEMENT FROMRO BORROWER: 301. Groat Amount Due From Borrower Lk1e 120 224 381.00 302. Less Amount PaW /For Borrower Line 220 '1 204,481.00 520. TOTAL REDUCTION AMOUNT DUE SELLER ! 600. CASH AT SETTLEMENT TOIFROM SELLER: 8D1. Gross Amount Due To SeOer Line 420 602. Less Reductlons Due Seler Line 520 i( 15,306.14 210,542.48 15,308.14 303. CASH (X FROM) ( TO) BORROWER 19,900.00 603. CASH (X TO) ( FROM) SELLER 195,238.34 The undersigned hereby acknowledge receipt of a completed copy of pages 182 of this statement b any attachments referred to herein. ~,~-~. ~. Brandon Clark Seller Genevie E. Crall Livin Trust ~J- BY: v1~i .S uyY..z-~ Donna J. Glass, stee 1/~~/~/J/~~~ Judy A. Hol k, TNStee r ~(~ ~ n ~ X ~«n ~ ~ ! ~ w ~ ~ L. SETTLEMENT CHARGES ~ `~ 700. TOTAL COMMISSION Based Wr Prka S 208 999.04 8.0000 % 12 539.94 PAiD FROM PAID FROM Division O/ COmmiasion line 700 a5 bWS: BORROWERS SELLER'S 701.58,294.97' ro RelMax Reelly ASSOaab3, Inc. FUNDS AT FUNDS AT 7g2. S 6.244.97 ro Century 21 Piscioned ReeBy, InC. SETTLEMENT SETTLEMENT 03. Cornmisaan Paid at ttlement 12,539.94 704. Tronsadion N ro Century 21 Piscioneri Realty. Inc. 225. 800. ITEMS PAYABLE IN CONNECTION WITH LOAN 801.LOan ' ' tlon Fee 0.8022 % ro ELendi C n 802.LOan Discount % ro 1624.27 803. Approical Fee ro Mark Heckman Ptx:B100.00 604. Credit Re ro 805. loud Cert Fee ro Sierra P Mortgage 12.00 808. P Fae ro New innin a ComulB ,LLC 525.00 807. Tax Service ee to lens as orpa a POC:BkB0.00 8. Wiro l P Fee ro ' rra P Mortga a 35.00 809. R isUation Fee ro e 6.9 810. Administration Fee ro ierro adfic M e 595.00 811. Yield Premium ro ELendl Bon POC:L6074.13 900. ITEMS REQUIRED BY LENDER TO BE PAID IN ADVANCE 901. Interest From 12/01/09 ro 01/01/10 S 29.820000/da ( 3l days 5.3750%) 924.42 902. krsurnoe Premium for months ro Siena a ' M e 3 482.48 903. HazaM Insurance Premium for 1.0 r ro Traveler Home and Marine Com n !0985789427 564.00 904. 905. 1000. RESERVES DEPOSITED WITH LENDER 1001. Hazard Inwrarxx 1.000 mOrltlls S 47.00 r month 188.00 1002. Insuronce 0.000 nanMS S 90.84 r month 1003. C' /Town Taxes montlrs S r month 1004. Coun Ts)ros 12.000 months S 84.58 r month 1 014.98 1005. SdroolTaxes 7.000 months S 205.14 r month 1,435.98 1006. montlts S r month 7 1008. to nt months S r month -645.92 1100. TITLE CHARGES 1101. Settlement or Fee to Ex rienced Clos Services LLC 225.00 100.00 1102. ADaVad or Tltle search ro 1103. to 1101. Title insurance BNMer b 1105. Document Pro Bon ro rienced Croai Services, LLC 125.00 1108.I4o Fees to 1107. s Fees ro indudea above item numbers: 11 . T In n W r I ran m n i irrdudes above item number: 1109.Landefs 202,481.00 1110. s 208,999.04 1,282.38 1111. A 1 ro rienced lees, LLC 150.00 1112. Lefler ro Wesroa Inauronar ny 5.00 1113. 1200. GOVERNMENT RECORDING AND TRANSFER CHARGES 1201. R Fees: Deed S 38.50; e S 70.50; Rebases S 1202. a :Deed 2 090.00 Mo a 1203. State Tax/Sta Deed 2090.00; Mort a 109.00 1045.00 1045.00 1045.0 1.045.00 1204. 1205. 1300. ADDITIONAL SETTLEMENT CHARGES 1301. Sun ro 1302. Pest In ro 1303. TaxCerBficatlons ro E Cloai SBrvkes LLC 5.00 1304. wro Fee ro C Servfars LLC 10.00 1305. Shippirg 6 Handling Fee ro Experenced Cbsirq Services, LLC 5.00 1400. TOTAL SETTLEMENT CHARGES Eater on Lirlas 103 8eeNon J and 802 SaKtbn K 13,838.52 14,731.94 Certified ro lte a true copy. Experienced Crosing Services, LLC Settlement Agent ~J'~-' (ExZ0~6///t///l///E%26~a{131) ~~