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HomeMy WebLinkAbout12-21-09-~ REV-1500 1505607120 EX (06-05) OFFICIAL USE ONLY PA Department of Revenue county code rear File Number Bureau of Individual Taxes INHERITANCE TAX RETURN PO BOX.280601 ~ ~ o ~ 1 1 Harrisburg, PA 17128-0601 RESIDENT DECEDENT ENTER DECEDENT INFORMATION BELOW Social Security Number Date of Death Date of Birth 311092530 09222009 02241919 Decedent's Last Name Suffix Decedent's First Name MI ECRENRODE FRANCES M (If Applicable) Enter Surviving Spouse's Information Below Spouse's Last Name Suffix Spouse's First Name MI Spouse's Social Security Number THIS RETURN MUST BE FILED IN DUPLICATE 1MITH THE REGISTER OF WILLS FILL IN APPROPRIATE OVALS BELOW ® 1. Original Retum ^ 2. Supplemental Retum ^ 3, Remainder Retum (date of death prior to 12-13-82) ^ 4. Limited Estate ^ qa_ Future Interest Compromise ^ 5. Federal Estate Tax Retum Required (date of death after 12.12.82) ® 6 Decadent Died Testate ® ~ Decedent Maintained a Living Trust O S. Total Number of Safe Deposit Boxes (Attach Copy of Will) (Attach Copy of Trust) ^ 9. Litlgation Proceeds Received ^ 1 p, Spousal Poverty credit ((date of death 11, Election to tax under Sec. 9113 A between 12-31-91 and i-1-95) ^ ( (Attach Sch. O) CORRESPONDENT -THIS SECTION MUST BE COMPLETED. ALL CORRESPONDENCE AND CONFIDENTIAL TAX INFORMATIO SHOULD BE DIRECTED TO: ame Daytime Telephone Number AARON C. JACKSON ESQ. 7177613535 Firrn 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 r-a REGISTER ~ LS USF~ILY ° s t:. 1 i~1 i ~ r- •~~ I t ~J,. r~ e.. "~, °,~ m N f. ~~ ~ -n ~ C-. , ~ ;~ C ~ ~ --# DA~E FILED W `~ "~ `~ Correspondent's e-mail address: Under penalties of pery'ury, I declare that I have examined this return, including accompanying schedules and statements, and to the best of my knowledge and belief, it is true, correct and complete. Declaration of prepares other than the personal representative Is based on all information of which prepares has any knowledge. Anne E. Gaston / a // ~ /d ADDRESS ~ 117 Wyndham Way, Harrisburg, PA 17109 SIGNATURE PREPARER OTHER THAN REPRESENTATIVE DATE Aaron C. Jackson Esq. a ~ A ~ S 4076 Market Street, Suite 206, Camp Hill, PA 17011 Side 1 L 1505607120 1505607120 REV-1500 EX 1505607220 o.caern•.rame: ECKENRODE, FRANCES M RECAPITULATION 1. Real Estate (Schedule A) .......................................................................................... 1. 2. Stocks and Bonds (Schedule B) ............................................................................... 2. 3. Closet' Held Corporation, Partnership or Sole-Proprietorship (Schedule C).......... 3. 4. Mortgages 8 Notes Receivable (Schedule D) .......................................................... 4. 5. Cash, Bank Deposits 8 Miscellaneous Personal Property (Schedule E) ................ 5. 6. Jointy Owned Property (Schedule F) ^ Separate Billing Requested ............. 6. 7. Inter-Vrvos Transfers 8 Miscellaneous Non-Probate Property (Schedule G) ^ Separate Billing Requested ............. 7. 8. Total Gross Assets (total Lines 1-7) ....................................................................... 8. 9. Funeral Expenses 8 Administrative Costs (Schedule H) ......................................... 9. 10. Debts of Decedent, Mortgage Liabilities, 8 Liens (Schedule I) ................................ 10. 11. Total Deductions (total Lines 9 8 10) ...................................................................... 11. 12. Net Value of Estate (Line 8 minus line 11) ............................................................. 12. 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. Decedent's Social Security Number 311092530 5,184.43 765,064.74 770,249.17 23,850.51 4,091.17 27,941.68 742,307.49 742,307.49 TAX COMPUTATION -SEE INSTRUCTIONS FOR APPLICABLE RATES 15. Amount of Line 14 taxable at the spousal tax rate, or transfers under Sec. 9116 0 00 (a)(1.2) x .oo . 1s. 16. Amount of Line 14 taxable 7 4 2, 3 0 7. 4 9 1g at lineal rate X •~5 , 17. Amount of Line 14 taxable 0.00 17 at sibling rate X .12 . 18. Amount of Line 14 taxable 0. 0 0 1 g at collateral rate X .15 , 19. Tax Due ................................................. .................................................................. .. 19. 20. FILL IN THE OVAL IF YOU ARE RE4UESTING A REFUND OF AN OVERPAYMENT. 33,403.84 33,403.84 Side 2 1505607220 1505607220 REV-1500 EX Page 3 Decedent's Complete Address: File Number DENT NAME Eckenrode, Frances M STREET ADDRESS 4831 East Trindle Road CITY Mechanicsburg STATE PA ZIP 17050 Tax Payments and Credits: 1. Tax Due (Page 1 Line 19) (1) 33,403.84 2. CreditslPayments A. Spousal Poverty Credit B. Prior Payments C. Discount 1,670.19 Total Credits (A + B + C) (2) 1 , 67 0.19 3. Interest/Penalty Happlicable p, Interest E. Penalty Total Interest/Penalty (D + E) (3) 0.0 0 4. If Line 2 is greater than Line 1 + Line 3, enter the difference. This is the OVERPAYMENT. (4) 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) 31,733.65 q, Enter the interest on the tax due. (5A) B. Enter the total of Line 5 + SA. This is the BALANCE DUE. (56) 31, 7 3 3.6 5 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 .................................................................................................................. x 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? ...................................................................................................................... ~ ^ 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 p2 P.S. §9116 (a) (1.1) (i)]. For dates of death on or after January 1, 1995, the tax rate imposed on the net value of transfers to or for the use of the surviving spouse is zero (0) percent (72 P.S. §9116 (a) (1.1) (ii)]. The statute does not exemot a transfer to a surviving spouse from tax, and the statutory requirements for disGosure of assets and filing a tax return are still applicable even if the surviving spouse is the only 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 E CASH, BANK DEPOSITS, & MISC. DOMMONWEALT~f OF PEN"S'v'""'" PERSONAL PROPERTY INNERRANCE TALC RETURN RE8IDENT DECEDENT FILE NUMBER ESTATE OF Eckenrode, Frances M Include the proceeds of litigation and the date the proceeds were received by the estate. All property jointly-owned with the right of survivorship must be disclosed on schedule F. ITEM VALUE AT DATE OF NUMBER DESCRIPTION DEATH 1 Country Meadows Refund 477.14 Refund of lease payment 2 I Social Security Payment I 1,970.00 October 1, 2009 3 I Life Insurance Policy I 767.29 Commissions 4 I Social Security Payment I 1,970.00 November 1, 2009 TOTAL (Also enter on Line 5, Recapitulation) I 5,184.43 COMMONWEALTH OF PENNSYLVANIA SCHEDULE G INHERITANCE TAX RETURN INTER-VIVOS TRANSFERS ~ RESIDENrDECEDENr MISC. NON-PROBATE PROPERTY ESTATE OF Eckenrode, Frances M FILE NUMBER This schedule must be completed and filed if the answer to any of questions 1 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 Individual Retirement Brokerage Account 209,891.93 100% 209,891.93 #5HU 117858 2 Frances M. Eckenrode Living Trust 555,172.81 100% 555,172.81 dated June 4, 2001 Brokerage Account TOTAL (Also enter on line 7, Recapitulation) 765,064.74 SCFEDU.E H FUHEFiAL EXPOVSES & C.OMMONWEALTN of vEnNSnvwin p/~ * /~ /'-/~ WNERRANCE TAX RETURN ~~~TIY1T I Y G ~/W~ RESIDENT DECEDENT ESTATE OF Eckenrode, Frances M FILE NUMBER Debts of decedent must be reported on Schedule 1. ITEM DESCRIPTION AMOUNT NUMBER FUNERAL EXPENSES: A. 1 Neill Funeral Home 10,562.82 Harrisburg PA 2 Funeral Luncheon 765.50 2 Gals Catering 3 Grave Marker 645.00 Romburger Memorials 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, 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 7, Other Administrative Costs 1 Advertising Sentinel and Cumberland Law Journal 9,347.44 300.00 251.92 TOTAL (Also enter on line 9, Recapitulation) 23,850.51 G ~Scheckde H COMMONWEALTH OF PENNSYLVANIA ~ ~ p INHERITANCE TAX RETURN I~11f11.S~""l~NC' (`~ ESTATE OF Eckenrode, Frances M 2 Reimbursed John Eckenrode for funeral dinner 3 Dinner for night of viewing Cantones Southern Italian Restaurant 4 Reimbursed Anne Gaston for funeral expenses FILE NUMBER 800.00 1,086.51 91.32 Page 2 of Schedule H SCHEDULEI DEBTS OF DECEDENT, MORTGAGE °O~O~~TMOF~Ng~~'wl^ LIABILITIES & LIENS NNERRANCE TA% RETURN 7 RESIDENT DECmENT FILE NUMBER ESTATE OF Eckenrode, Frances M Include unreimbursed medical expenses. ITEM DESCRIPTION AMOUNT NUMBER 1 Final Medical 25.00 West Shore EMS 2 Social Security 1,970.00 Return of October payment 3 Social Security 1,970.00 Retum of November payment 4 M & T Bank 126.17 FIA Card Services Acct #5490 9988 0163 8264 TOTAL (Also enter on Line 10, Recapitulation) ~ 4,091.17 REV-tats Ex+~e~oo1 _ rs SCHEDULE) COMMONWEALTH OF PENNSYLVANIA BENEFICIARIES I NHERITANCE TAX RETURN RESIDENT DECEDENT ESTATE OF Eckenrode, Frances M FILE NUMBER RELATIONSHIP TO SHARE OF ESTATE AMOUNT OF ESTATE NUMBER NAME AND ADDRESS OF PERSON(S) DECEDENT (Words) ($$$) RECEIVING PROPERTY Do Not ust Trustests) I~ TAXABLE DISTRIBUTIONS [include outright spousal distributions, and transfers under Sec. 9116 (a) (1.2)] 1 Edward R. Eckenrode, III Son 1/5 of residue 1114 Livermore St. Yellow Springs, OH 45387 2 Anne E. Gaston Daughter 1/5 of residue 117 Wyndham Way Harrisburg, PA 17109 3 John J. Eckenrode Son 1/5 of residue 21 Renwick Heights Road Ithaca, NY 14850 Enter dollar amounts for distributions shown above on lines 1 5 through 18, as appropriate, on Rev 1500 cover sheet uu. NON-TAXABLE DISTRIBUTIONS: A. SPOUSAL DISTRIBUTIONS UNDER SECTION 9113 FOR WHICH AN ELECTION TO TAX IS NOT BEING MADE B. CHARITABLE AND GOVERNMENTAL DISTRIBUTIONS TOTAL. OF PART II -ENTER TOTAL NON-TAXABLE DISTRIBUTIONS ON LINE 13 OF REV-1500 COVER SHEET 0.00 REV-1673 E7t+ (9-00) SCHEDULE) COMMONWEALTH OF PENNSYLVANIA BENEFICIARIES continued INHERITANCE TAX RETURN RESIDENT DECEDENT ESTATE OF FILE NUMBER Eckenrode, Frances M RELATIONSHIP TO SHARE OF ESTATE AMOUNT OF ESTATE NUMBER NAME AND ADDRESS OF PERSON(S) DECEDENT (Words) ($$$) RECEIVING PROPERTY Do Not Vst Truste~(a) I~ TAXABLE DISTRIBUTIONS [include outright spousal dlstnbutlons, and transfers under Sec. 9116 (a) (1.2)] 4 Robert C. Eckenrode Son 1/5 of residue 20 Hollyleaf Aliso Viejo, CA 92656 5 Andrew J. Eckenrode Son 1/5 of residue 150 Martesia Drive Indian Harbour Beach, FL 32937 Page 2 of Schedule J Last Will of FRANCES M. ECKENRO~E I, FRANCES M. ECKENRODE, of Dauphin County, Pennsylvania, make this Will and revoke all of my prior wills and codicils. Article One D`istri~biu~>~on of My Property Section 1. Four-.Over to My Living Trust All of my property of • whatever nature and kind, wlteXever situated, shall be distributed tb my revocable `living trust. The name of my trust is: FRANCES IvI. ECKENRODE and ANNE E. GASTOl~, Trustees, or them successors in trust, under the ERANGES M. ECKEIVROD)/ LIVING TRiIST, dated June 4, 2001; and any amendments thereto. Sectio>~ 2. A1~ternate 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 ray revocable living trust as if it were in full force and effect on the date of my death. Page 1 Article Two Powers of My 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. Cooperax~ing with the Trustee of My`I~iving Trust I direct ,my personal representative t© consult with the Trustee of my revpcable living trust to tleternut-e wh~tlaer 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 p~rposea 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, fnl~eritance, and death taxes, excluding any generation-skipping transfer tax, resultfn`g 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~p~id without apportionment and without reimbursement from any person. Ho ever, :expenses and claims, and all estate, inheritance, and death taxes assessed it~regard to property passing outside of my revocable living trust or outside f' , y probate estate, but included in my gross estate for federal estate tax puip: ses, shall be chargeable against the persons receiving such property. .•~ . !..; ~~,.. A~rtcte Four ..~ Appoia>~tment b~ My~ Per~+~no~ Repres+ela4>~~tive I appoint the following to be my personal• epresentatives: ANNE E. GASTON and JOHN J. ECKENptODE I direct that my personal representatives not .be required to furnish bond, surety, or other security. I have signed this will on June 16, 20U5. ,~ • IyRANCES M. ECh.E ~ 'ODE ~ ' Page 3 The fore oin Will g g was, on he day> and ,year written above, published and declared by FRANCES 1VI. ECKENRODF in our presencE to be fier 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, FRANCES M. ECKENRODE was, according to our best knowledge and belief, of sound mind and memory and under no undue duress or constraint. W S M WITNESS Page 4 STATE OF PENNSYLVANIA ) ss. COUNTY OF CUMBERLAND ) We/ ANCES M. E KENRODE, ~•-~- yn ~ J • ~ L A L/ c ,and ~. am~~~f • I~IJ~•-~,..3 ,the Testatrix and the witnesses, respectively, whose names. are signed to the foregoing Will, having been sworn, declared to the undersigned officer that the Testatrix; in the .presence of th¢ witnesses, signed the instrument as her last Will, that she signed, and tha each `of the witnesses, in the presence of the Testatrix and in the presence of each other, signed the Will as a witness. FRANCES M. ECKENRODE F. r WITNESS Subscribed and sworn b fore me by FRANCES M ECKENRODE, the Testatrix, an by ~y9~n~v J. ~.S L~1~1< and Nvn~,o~ .~ • ~~t/~..-r~,.f ,the witnesses, on June 16, 2(~5. 'vi TARP PUBLIC COMMONWEALTH OEPENMSYLVANIA Nox~RiAt sEa~ JUQD M.~AHRENS„Not2ry Public 'Mechanicsburg Borv., ivumb~rtand County M slon'Expires;M 23, 2009 Page 5 T This LIVING TRUST prepared for FRANCES M. ECKENRODE by Ahrens Law Offices 5521 Carlisle Pike Mechanicsburg, PA 17050 Telephone: 717-697-1800 Copyright© 2001 Thomas J. Ahrens Table of Contents The FRANCES M. ECKENRODE Living Trust Introduction Article One .......................................Creation of My Trust Article Two .......................................My Family Article Three ....................................Funding My Trust Providing for Me and M~ Family during My Lifetime Article Four ......................................Administration of My Trust during My Life ~. Article Five .......................................Insurance Policies and Retirement Plans Providing for 1VIe aMd 1VIy Famii~ upon My Death Article Six ..........................................Administration of My Trust upon My Death Article Seven .....................................Distribution of My Tangible Personal Property and Specific Distributions Article Eight .....................................Creation of the Marital and Family Trusts Article Nine ......................................The Marital Trust Article Ten ........................................The Family Trust i Article Eleven ...................................The Common Trust Article Twelve ..................................Distributions of My Trust Property Article Thirteen ................................Ultimate Distribution Pattern Article Fourteen ...............................Methods of Distribution and Trust Administration with Regard to Minor and Disabled Beneficiaries Provisions Regarding My Trustee Article Fifteen ..................................The Resignation, Replacement, and Succession of My Trustees Article Sixteen ..................................General Matters and Instructions with Regard to the Trusteeship `-- General aid Adnlinistrafiive Provisions Article Seventeen ..............:..............My Trustee's Administrative and Investment Powers Article Eighteen ...............................Definitions and General Provisions ~. ii The FRANCES M. ECKENRODE Living Trust Article One Creation of My Trust Section 1. My Trust This is my Living Trust, dated June 4, 2001, by FRANCES M. ECKENRODE, the Trustmaker, and the following initial Trustees: FRANCES M. ECKENRODE ANNE E. GASTON My trust is a revocable living trust that contains my instructions for my own well-being and that of my loved ones. All references to "my trust" or "trust," unless otherwise stated, shall refer to this Living Trust and the trusts created in it. All references to "Trustee" shall refer to my initial Trustee or Trustees, or their successor or successors in trust. When the term "Trustmaker" is used in my trust, it shall have the same legal meaning as "Grantor," "~ettlor," "Trustor," or any other term referring to the maker of a trust. Notwithstanding anything in my trust to the contrary, when I am sErving as a Trustee under my trust, I may act for and conduct business. on behalf of my trust as a Trustee without the consent of any other Trustee. Section 2. The Name of My Trust For convenience, my trust shall be known as the: FRANCES M. ECKENRODE LIVING TRUST, dated June 4, 2001 For purposes of beneficiary designations and transfers directly to my trust, my trust shall be referred to as: 1-1 FRANCES M. ECKENRODE and -ANNE E. GASTON, Trustees, or their successors in trust, under the FRANCES M. ECKENRODE LIVING TRUST, dated June 4, 2001, and any amendments thereto. In addition to the above descriptions, any description for referring to my trust shall be effective to transfer title to my trust or to designate my trust as a beneficiary as long as that description includes the date of my trust, the name of at least one initial or successor Trustee, and any reference that indicates that assets are to be held in a fiduciary capacity. ~. 1-2 Article T~vo My Family My spouse's name is EDWARD R. ECKENRODE, Jr. All references to "my spouse" in this agreement are to him. The names and birth dates of my children are: EDWARD R. ECKENRODE III, born March 12, 1945 ANNE E. GASTON, born February 13, 1947 JOHN J. ECKENRODE, born Apri18, 1949 ROBERT C. ECKENRODE, born March 21, 1954 ANDREW J. ECKENRODE, born October 2, 1964 ~, All references to my children in this agreement. are to these children, as well as any children subsequently born to me, or legally adopted by me. 2-1 Article Three Funding My Trust Section 1. Initial Funding I hereby transfer, assign, and convey all of my right, title, and interest in and to all of my property that is permitted by law to be held in trust, wherever situated, whether personal or real, tangible or intangible, separate or community, to my Trustee to hold and administer for my benefit and for the benefit of my beneficiaries. I will also initially fund my trust with $10 concurrent with its execution. a. Reliance by Third Parties Upon presentation by my Trustee of this Article of my trust and a separate Affidavit of Trust stating the name and address of my Trustee, affirming that my trust is in full force and effect, and containing any pertinent provisions of my trust, all third parties shall rely on this transfer and follow all, of my Trustee's instructions without risk of incurring any liability to me, my Trustee, or my beneficiaries. b. Specific Transfers of Property It is my intent -that, from time to time and when necessary, specific items of property will be individually transferred and titled either directly in the name of my trust or in a nominee for the benefit of my trust. Section 2. Addt=onal Property Additional property interests of all kinds may be transferred to my trust by me or any other person in any manner, All property interests assigned, conveyed, or delivered to the Trustee must be acceptable to my Trustee. 3-1 r Section 3. Funding with Community Property Any community property, including the proceeds from such property, which is or becomes trust property shall remain community property during the lives of me and my spouse. a. A Conveyance or Transfer of Community Property A conveyance or transfer of community property to my trust, whether directly transferred or transferred to a nominee or agent on behalf of my trust, shall not be construed as a partition of the community property unless there is an express written agreement to that effect between me and my spouse. b. Withdrawals of Community Property If I make withdrawals of community property from the trust without revoking the trust, the property that is withdrawn shall retain its character as community property. If I revoke my trust, any and all community property held on behalf of my trust. shall be reconveyed by my Trustee to me and my spouse as community property. My spouse shall have the unrestricted right to remove my spouse's community property share or interest from my trust at any time by notifying my Trustee of such intent in writing. During my life: The net income from the community property shall retain its community character regardless of whether it is accumulated or to whom my Trustee is directed to distribute it. My Trustee shall have no power with respect to community property that would be greater than that power that I, or my spouse, would .have over that same community property were it free of trust. 3-2 Article Four Administration of My Trust during My Life Section 1. My Lifetime Powers During my life, I shall have the express and total power to control and direct payments, add or remove trust property, and amend or revoke this trust. a. Control and Direct Payments My Trustee, during all periods of time when I am not disabled as defined in this Article, shall distribute or retain the principal and net income of the trust as I may direct, except that T shall have no power to direct my Trustee to make gifts of principal or income from the trust to a third party. Any gift made directly by my Trustee to a third party in violation of this provision shall be construed as a distribution made directly to me, and then a .gift from me to such third party. Absent directions from me, my Trustee shall distribute the trust income to me at least monthly. b. Investment Decisions During my lifetime, except for any period of my incapacity, I reserve the right to specifically approve or disapprove each and every trust investrrient, purchase, or sale before it is made. My Trustee is relieved from all liability for loss which may result from the purchase or sale of trust property which has been directed by me. 4-1 c. Add or Remove Trust Property I shall have the absolute right to add to the trust property at any time and the absolute right to remove property, or any interest therein, from the trust at any time. d. Amend or Revoke the Trust I shall have the absolute right to amend or revoke my trust, in whole or in part, at any time. Any amendment or revocation must be delivered to my Trustee in writing. This right to amend or revoke my trust is personal to me, and may not be exercised by any legal representative or agent acting on my behalf. Section 2. The Definition of My Disability My disability, for purposes of this agreement, shall be defined as follows: a. The Opinion of My Primary Care Physician and Daughter-in- Law I shall be deemed disabled during any period when,. in the opinion of my primary care physician and Catherine Eckenrode, I am incapacitated or disabled'because of illness, age, or any other cause which results in my inability to effectively manage `my property or financial affairs. b. Court Determination I shall also be deemed to be disabled upon the determination of a court of competent jurisdiction that I am incompetent, incapacitated, qr otherwise legally unable to effectively manage my property or financial affairs. 4-2 c. Disappearance or Absence I shall be deemed to be disabled upon my unexplained disappearance or absence, or if I am being detained under duress where I am unable to effectively manage my property or financial affairs. Section 3. Procedural Guidelines for My Disability During any period of time when I am disabled, my Trustee shall apply the trust property, including its income, exclusively for my benefit and for my valid obligations by observing the following procedural guidelines: a. Provide for Me My Trustee shall provide as much of the principal and net income of my trust as is necessary or advisable, in its sole and absolute discretion, for my health, support, maintenance, and general welfare. My Trustee may make the distributions called for in this Article directly to me or for my benefit. b. Provide for My Spouse My Trustee, in its sole and absolute discretion, shall distribute the principal. and .net income of pny trust to sucl3 amounts as shall be necessary for the education, health, maintenance, and support of my spouse. c. Provide for My :Obligations My Trustee shall provide as much of the principal ,and -net income of my trust as my Trustee, in its sole and absolute discretion,- deems advisable for the payment of any of my valid obligations as confirmed by my Trustee. My Trustee shall provide as much of the .principal and net income of my trust as my Trustee deems advisable for the payment of 4-3 insurance premiums on policies owned by me, either directly or beneficially, or my trust. d. Procedural Guidelines In making distributions under this Section, my Trustee shall, at all times, give primary consideration to my needs and thereafter to my spouse. When making such distributions to my spouse, my Trustee may consider other income and resources available to my spouse. A distribution made to my spouse shall not be charged against the ultimate share which may be distributable to my spouse under any other provision of this agreement. Section 4. Undistributed Net Income Any net income which is not distributed under this Article shall be accumulated and added to principal. 4-4 Article Five Insurance Policies and Retirement Plans Section 1. During My Life During my life, I shall have the following rights, and my Trustee shall have the following duties, with respect to insurance policies or retirement plans owned by or made payable to my trust. a. My Rights I reserve, and may exercise without the approval of my Trustee or any beneficiary, all of the rights, powers, options, and privileges with respect to any insurance policy, retirement plan, annuity, or any other third-party beneficiary contract made payable to my trust or deposited with my Trustee. ~- b. My Trustee's Obligations My Trustee shall deliver to me or my designee, upon my written request, any and all .insurance. policies, retirement plan documents, annuity contracts, and all other thirdrtparty beneficiary contracts, as well as all related documents, which are owned by or deposited with my Trustee pursuant to my trust. My Trustee shall not be under any obligation to have any or all of such documents returned. My Trustee shall have no obligation to see that premiums or other sums that may be due and payable under any insurance. policy, retirement plan, annuity contract, or any other third-party beneficiary contract are paid. Further, my Trustee shall have no obligation with respect to any insurance policy, retirement plan, annuity contract, or other third-party beneficiary contract, as well as any documents related thereto, deposited with my Trustee, other than to provide for their safekeeping. No provision of this agreement shall be construed to impose any obligation on me to maintain any insurance policy, retirement plan, 5-1 annuity contract, or any other third-party beneficiary contract in force. Section 2. Upon My Death Upon my death, my Trustee shall make all appropriate elections with respect to insurance policies, retirement plans, and other death benefits which are owned by or payable to my trust. a. Collection of Insurance Proceeds and Other Nonretirement Death Proceeds My Trustee shall make every reasonable effort to collect all sums made payable to my trust or my Trustee under all life insurance policies, or other nonretirement death benefit plans, which provide for death proceeds made payable to or owned by the trust. In collecting policy or death benefit proceeds, my Trustee may, in its sole and absolute discretion, exercise any of the settlement options that may be available under the terms of a policy or any other third- party beneficiary contract. My Trustee shall not be liable to any beneficiary for the settlement option ultimately selected. b. Retirement Plan Elections My Trustee shall have the right, in its sole and absolute discretion, to elect to receive any retirement plan death proceeds, whether under a qualified pension, profit sharing, Keogh, individual retirement account, or any other retirement plan, either in a lump sum or in any other manner permitted by the terms of the particular retirement plan. My Trustee shall not be liable to any beneficiary for the death benefit election ultimately selected. My Trustee, in its sole and absolute discretion, may disclaim the benefits of any retirement plan payable to my trust, including individual retirement accounts that are payable to my trust. Such disclaimed benefits shall be payable to my spouse. 5-2 c. Collection Proceedings My Trustee may institute proceedings, whether in law or equity, administrative or otherwise, to enforce payment of such proceeds. My Trustee need not, except at its option, enter into or maintain any litigation or take action to enforce any payment until it has been indemnified to its satisfaction for all expenses and liabilities to which, in its sole judgment, it may be subjected. My Trustee is expressly authorized, in its sole and absolute discretion, to adjust, settle, and compromise any and all claims that may arise from the collection of any death proceeds. The decisions of my Trustee shall be binding and conclusive on all beneficiaries. d. Liability of Payor No person or entity which pays insurance proceeds or other death proceeds to my Trustee as beneficiary shall. be required to inquire into any of the provisions of this trust or to see to the application of any such proceeds by my Trustee. The receipt of the proceeds by my Trustee shall relieve the payor of ~" any further liability as a result of making such payment. 5-3 Article Six Administration of My Trust upon My Death Section 1. Payment of Expenses, Claims, and Taxes Upon my death, my Trustee is authorized, but not directed, to pay the following: Expenses of my last illness, funeral, and burial, including memorials of all types and memorial services of such kind as my Trustee in its sole discretion shall approve. Legally enforceable claims against me or my estate. Expenses with regard to the administration of my estate. Federal estate tax, applicable .state inheritance or estate taxes, or any other taxes occasioned by my death. ~-- Statutory or court-ordered allowances for qualifying family members. The payments authorized under this Section are discretionary, and no claims or .right to payment by third parties may be enforced against my trust by virtue of such discretionary authority. My Trustee shall be indemnified from the trust .property for any damages sustained by my 'Trustee as a result of its exercising, in good faith, the authority granted it under this Section. The payments authorized .under this Section shall. be paid only to the extent that the property in my probate estate, if any (other than real estate, tangible personal property, or pr©perty that, in my trustee's judgment, is not readily marketable), is insufficient to make these payments. 6-1 Section 2. Redemption of Treasury Bonds '- If my trust holds United States Treasury Bonds which are eligible for redemption at par in payment of the federal estate tax, my Trustee shall redeem such bonds to the extent necessary to pay federal estate tax as a result of my death. Section 3. Coordination with My Personal Representative This Section shall be utilized to help facilitate the coordination between the personal representative of my probate estate and my Trustee with respect to any of my property owned outside of my trust at my death. a. Authorized Payments My Trustee, in its sole and absolute discretion, may elect to pay the payments authorized under this Article either directly to the appropriate persons or institutions or to my personal representative of my probate estate. My Trustee may rely upon the written statements of my personal representative as to all material facts relating to these payments; my Trustee shall not have any duty to see to the application of such payments. b. -Purchase of Assets and Loans My Trustee is authorized to purchase and retain in the form received, as an :addition to my trust, any propErty which is a part of my probate estate. In .addition, my Trustee may make loans, with or without security, to my probate estate. My Trustee shall not be liable for any loss suffered by my trust as a result of the exercise of the powers granted in this paragraph. c. Distributions from My Personal Representative My Trustee is authorized to accept distributions from, my personal representative of rhy probate estate without audit and my Trustee shall be under no obligation to examine the records or accounts of my personal representative. 6-2 __ T d. Distributions to My Personal Representative My Trustee, in its sole and absolute discretion, may make distributions of any or all of the trust property to my personal representative in order to fund any testamentary trust created under my Last Will and Testament. In lieu of distributing such property to my personal representative, my Trustee may distribute such property to the Trustee designated in such testamentary trust. Section 4. Treatment of Exempt Property In making any payments pursuant to this Article, my Trustee shall not use any property to the extent it is not included in my gross estate for federal estate tax purposes. However, if my Trustee makes the determination, in its sole and absolute discretion, that other nonexempt property is not available for payments pursuant to .this Article, or that it is not economically prudent to use nonexempt property for the payment of such expenses, it may then use such exempt property. Section 5. Apportionment All expenses and,. claims and. all estate, inheritance, and death taxes, excluding any generation-skipping transfer tax, resulti=ng from` my death shall be paid without apportionment and withQUt .reimbursement from any person, except as otherwise specifically provided in this trust. a. Protection of Marital Trust Notwithstanding anything to the: contrary in my trust, no death taxes payable as a result of my death shall b~ allocated to or paid from the Marital Trust or from any assets passing to my spouse and qualifying for the ,federal estate tax marital ..deduction unless my Trustee has first used all other assets available to my Trustee. ~_ 6-3 b. Property Passing Outside My Trust -- Notwithstanding anything to the contrary in my trust, estate, inheritance, and death taxes assessed with regard to property passing outside of my 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. Section 6. My Trustee's Authority to Make Tax Elections My Trustee may exercise any available elections with regard to state or federal income, inheritance, estate, succession, or gift tax law. a. Alternate Valuation Date The authority granted. my Trustee in this Section includes the right to elect any alternate valuation date for federal estate or state estate or inheritance tax purposes. b. Deduction of Administration Expenses The authority granted my Trustee in this Section shall include the right to elect whether all or any parts of the administration. expenses of my estate are to be used as estate tax deductions or income tax deductions. Any administration expenses claimed as income tax deductions shall be charged against the Family Trust. No compensating adjustments need be made between income and principal as a result of such :elections u-mess my Trustee, in its sole and absolute discretion, shall determine otherwise, or unless required bylaw. c. Deferment of Estate Taxes The authority granted my Trustee in this Section shall include the right to elect to defer payment of all or a part of my estate taxes, pursuant to any law permitting deferral, and to enter into any agreement necessary to defer payment of estate taxes even if doing 6-4 so .extends the statute of limitations and regardless of whether sufficient funds are available to pay the estate taxes when due. d. Election for Qualified Terminable Interest Property My Trustee, in its sole and absolute discretion, may elect to have trust property qualify for the federal estate tax marital deduction as qualified terminable interest property under the appropriate provisions of the Internal Revenue Code and its regulations. e. Special Use Valuation The authority granted to my Trustee in this Section shall include the right to elect to value qualified real property at its value based upon actual use rather than its fair market value and to enter into any agreement necessary to make such election as permitted under the Internal Revenue Code and its regulations. f. Taxes and Returns My Trustee may also: Sign joint tax returns. Pay any taxes, interest, or penalties with regard to taxes. Apply for and collect tax refunds and interest thereon. 6-5 Article Seven Distribution of My Tangible Personal Property and Specific Distributions Section 1. Nonbusiness tangible Personal Property On my death, my Trustee shall distribute my nonbusiness tangible personal property held by my trust as follows: a. Use of Memorandum My Trustee shall distribute the jewelry, clothing, household furniture, furnishings and fixtures, chinaware, silver, photographs, works of art, books, boats, automobiles, sporting goods, artifacts relating to my hobbies, and all other tangible articles of household or personal use in accordance with any written, signed, and dated '~ memorandum left by me directing the distribution of such property. Any memorandum written, dated, and signed by me disposing of my tangible personal property shall be incorporated by reference into this agreement. Should I leave multiple written mEmoranda which conflict as to the disposition of any :item of tangible personal property, that memorandum which is last dated shall control as to those items which are in conflict. b. Distribution of Property Not Distributed by Memorandum If my state law does not allow the use of a .memorandum to distribute nonbusiness tangible personal property or, to the extent that my tangible personal property which is or becomes trust property is not disposed of by mernorandurn for .any reason, then that nonbusiness tangible personal property shall be distributed to my spouse. ~. 7-1 If my spouse does not survive me, my tangible personal property not disposed of by memorandum shall be distributed to my surviving children in substantially equal shares. My children shall allocate the property among them as they shall agree. My Trustee may select the property for any child who is under any form of legal disability. My Trustee shall at all times be mindful of the desires of a child when making a selection for that child. To the extent that my children fail to agree as to the division of any item of tangible personal property within a reasonable period of time, my Trustee shall, in its sole and absolute discretion, either divide the property equally among my children or sell the property and divide the proceeds equally among my children. Any decision made by my Trustee with respect to either the selection or sale of my tangible personal property shall be final and shall be binding on all of my beneficiaries. c. Distribution on the Death of a Child If a child should die before the complete distribution of the child's share of nonbusinesS tangible personal.. property, my Trustee shall distribute that child's share to the child's then living descendants, per stirpes. If the child has no .then living descendants, my Trustee shall distribute the balance of the property to my then living descendants, per stirpes. If I have no then livirtg descendants, my Trustee shad distribute the balance of the trust :property as provided in Article Thirteen of this agreement. Section 2. Business Tangible Personal Property The disposition of my tangible personal property :under this Article shall not include. tangible personal property which my Trustee, in its sole and absolute discretion, determines to be part of, or used exclusively in, any business or profession in which I had an interest at the time of my death. 7-2 Article Eight Creation of the Marital and Family Trusts Section 1. Division of Trust Property If my spouse survives me, my Trustee shall divide the trust property into two separate trusts, to be known as the Marital Trust and the Family Trust. a. Creation of the Marital Trust The Marital Trust shall be the fractional share of the trust property determined as follows: 1. Numerator of the Fractional Share The numerator of the fractional share shall be the smallest amount which, if allowed as a marital deduction, would result in the least. passible federal estate tax being payable as a result of my death, after allowing for the unified credit against federal estate tax (after taking into account adjusted taxable gifts, if any) as finally determined for federal estate tax purposes, and the credit for state death taxes:{but only to-the extent that the use of this credit does not require an increase in the state death taxes paid). The. numerator shall be reduced by the value, for federal estate tax purposes, of any interest in property that qualifies for the federal estate tax marital deduction and which passes or has passed from me to my spouse other than under Phis Article. 2. Denominator of t-fie Fractional Share The denominator of the fractional share shall consist of the .value, as finally determined -for federal estate tax purposes, of all of my trust property under this agreement. 8-1 ~, ,,, ,.. b. Creation of the Family Trust The Family Trust shall consist of the balance of the trust property. Section 2. Allocation of Assets between the Two Trusts My Trustee shall have complete authority to make allocations of the trust property between the Marital and Family Trusts. My Trustee may, in its sole and absolute discretion, make allocations in cash or in kind, in undivided interests, or in any proportion thereof between the two trusts. a. Nonqualifying Property My Trustee shall not allocate any property or the proceeds from any property to the Marital Trust which would not qualify for the federal estate tax marital deduction in my estate. b. Life Insurance Policies on My Spouse's Life My Trustee shall not allocate any policies of life insurance insuring the life of my spouse to the Marital Trust. c. Insufficient Assets for Funding the Marital Trust To the extent that there .are insufficient assets qualifying for the marital deduction to ;fully .find xhe Marital Trust, the mount of the funding to the Marital Trust shall 'be reduced accordingly. i d. My Spouse's Interest in Community Property My spouse's interest in ,community property which is, or becomes, trust property at my death, even (hough not included in my gross :estate for federal estate tax purposes and not included in the computation for the value of the Marital Trust, shall be allocated to the Marital Trust. My spouse shall have the absolute and unrestricted right to: 8-2 `, Withdraw all of the net income from my spouse's community property. ~- f ~~ Withdraw all of the trust principal consisting of my spouse's community property. I Receive principal distributions in my Trustee's discretion !' from my spouse's community property. h Appoint by a valid last will and testament or by a trust agreement all of the principal and accrued and undistributed net income attributable to my spouse's community property. ~. Section 3. Distributions from Retirement Flan to the Marital ~ Trust If Retirement Plan distributions are .included in the Marital Trust my Trustee shall comply with the following guidelines. ~ a. Form of Distribution I My Trustee may elect to receive distributions from any pension, profit sharing, individual retirement account, or other retirement plan ("Retirement Plan") for which my Trust is named as beneficiary, in installments or in a lump sum. b. Income Requirement ,' My Trustee shall elect to receive distributions from a Retirement Plan. payable to the 1Vlarital 'Trust .in compliance with the minimum distribution rules of tie Internal Revenue Code. if applicable and also so that at least all income earned by the Retirement Plan each calendar year is distributed to the Trust and allocated to trust income during the year. If distributions frorh the Retirement Plan total less than all income earned by the Retirement Plan for a calendar year, my Trustee .shall demand additional distributions equal to at least the shortfall so that my spouse will receive all income earned by the Retirement Plan at least annually. My spouse shall have full ,power, in my spouse's discretion, to compel my Trustee to demand such distributions and to compel the Retirement 8-3 ;~: ~` Plan Trustee to convert any nonproductive property to productive property. c. Retirement Plan Expenses In calculating "all income earned by the Retirement Plan," my Trustee shall allocate all Retirement Plan expenses, including income taxes and trustee's fees, that are attributable to principal distributions so that all income distributions from the Retirement Plan are not reduced. Section 4. The Valuation of Allocated Property In making the computations necessary to determine the amount passing to the Marital Trust, my Trustee shall use those values as finally determined for federal estate tax purposes. a. Valuation of Property Property conveyed or assigned in kind o the Marital Trust shall be valued at its value as finally determined for federal estate tax purposes.. However, in no event shall the .aggregate value of the cash and property on the date or clatesof distribution be less than the amount of tl~e Marital Trust as finally determined in Section 1, Paragraph a of this Article. b. Consideration of Tax Consequences When mak~ag the decision as to what property shall be allocated to the Marital Trust, my Trustee shall consider ahe tax consequences and advisability of allocating property subject to f©reign `death tax, property on which a tax credit is available, or property which is income in respect of a decedent under applicable income or estate tax laws. ~; ~ 'i I 8-4 Section 5. My Spouse's Right to Convert Marital Trust Assets ~~ My spouse shall have the absolute and unequivocal right to compel my Trustee, at any time, to convert any nonproductive property held as an asset of the Marital Trust to productive property. This right shall be exercised in writing delivered to my Trustee. Section 6. Disclaimer My spouse may disclaim all or any portion of any interest in property or power with respect to property passing to my spouse, or for my spouse's benefit, under this trust within the time and under the conditions permitted bylaw. My spouse's disclaimer may be exercised by delivering an irrevocable and unqualified refusal to accept all or any portion of such interest or power to my Trustee. If my spouse exercises this disclaimer with respect to all or any portion of the Marital Trust, the, interest so disclaimed shall be added to the Family Trust. If my spouse exercises this disclaimer with respect to my spouse's interest in all or any portion of.the Family Trust, the interest that is disclaimed shall be disposed of under this agreement as though my spouse had predeceased me. 8-5 7-. ~. Article Nine The Marital Trust Section 1. My Spouse's Right to Income My Trustee shall pay to or apply for my spouse's benefit, at least monthly during my spouse's lifetime, all of the net income from the Marital Trust. Section 2. My Spouse's Right to Withdraw Principal My Trustee shall pay to or apply for my spouse's benefit such amounts from the principal of the Marital Trust as my spouse may at any time request in writing. No limitation shall be placed on my spouse as to either the amount of or reason for such invasion of principal. Section 3. Principal Distributions in My Trustee's Discretion My Trustee may also distribute to or for my spouse's benefit as much of the principal of the 11~arita Trust as my Trustee, in .its sole and absolute discretion, shad consider necessary or advisable for my spouse's education, health, maintenance, and support. My Trustee shall take into consideration, to the extent that my Trustee deems advisable, and income or resources of my spouse which are outside of the trust and are known to my Trustee. Section 4. My Spouse's GeneraY Power of Appointment My spouse shall have the unlimited and unrestricted general .power to appoint, by a valid last will and 'testament or b~ a valid living trust agreement, the entire principal and any accrued and undistributed net income of the 9-1 Marital Trust as it exists at my spouse's death. In exercising this general power of appointment, my spouse shall specifically refer to this power. My spouse shall have the sole and exclusive right to exercise the general power of appointment. This general power of appointment specifically grants to my spouse the right to appoint property to my spouse's own estate. It also specifically grants to my spouse the right to appoint the property among persons, corporations, or other entities in equal or unequal proportions, and on such terms and conditions, whether outright or in trust, as my spouse may elect. Section 5. Administration of the Marital Trust at My Spouse's Death The Marital Trust shall terminate at my spouse's death. My Trustee shall administer the unappointed balance or remainder of .the Marital Trust as follows: a. My Spouse's Final Expenses My Trustee rnay, in its sole and absolute discretion, pay for the following expenses: The expenses of the last illness, funeral, and burial of my spouse. The expenses of administering my spouse's estate. Any inheritance, estate, or .other death .:taxes. payable by reason of my spouse's death, together with interest and penalties thereon. My Trustee shall, to the extent that it is reasonable and prudent, coordinate with. my spouse's perso~aal representative to minimize expenses and taxes resulting from my spouse's death. b. Redemption of Treasury Bonds If the Marital Trust holds United States Treasury Bonds eligible for redemption in payment of the federal estate tax, my Trustee shall 9-2 i ~. !,' redeem the bonds to the extent necessary to pay any federal estate i. tax due by reason of my spouse's death. ~t i ~,~ c. Caution with Regard to Payments ~ Without in any way limiting my Trustee's discretion, it is my desire I that my Trustee not make any payments under this Section if those payments can be satisfied from assets of my spouse outside of the Marital Trust. Section 6. Subsequent Administration of the Marital Trust The unappointed balance or remainder of the Marital Trust shall be administered as provided in Article Eleven. 9-3 Article Ten The Family Trust Section 1. My Spouse's Right to Income My Trustee shall pay to, or apply for the benefit of, my spouse, at least monthly during my spouse's lifetime, all of the net income from the Family Trust. Section 2. My Spouse's Right to Withdraw Principal My spouse shall have the noncumulative right to withdraw from the principal of the Family Trust in any calendar year amounts not to exceed $5000 in the aggregate. In addition, on the last day of any calendar year, if my spouse is then living, my spouse may withdraw an arrtount by which S percent of the then market ~_ value of the principal of tie Family Trust exceeds the principal amounts, if any, previously withdrawn in that year under -this Section. Without in .any way limiting the noncumulative .right of my spouse to withdraw principal pursuant tg this Section, I suggest that this right not be exercised until the assets of the Marital Trust are exhausted. All requests for principal distributions pursuant to this Section shall be in writing delivered to my Trustee. Section 3. Principal Distributions in My Trustee's Discretion My Trustee may also distribute to or for the benefit of my spouse and my descendants as much of the principal. of the Family Trust as my Trustee, in its sole and absolute discretion, shall consider necessary or advisable for their education, health, maintenance, and support. 10-1 My Trustee shall, at all times, give primary consideration to my spouse's education, health, maintenance, and support, and only thereafter to my descendants. ~. In making discretionary distributions of principal to my spouse, my Trustee shall preferably make all distributions of principal from the Marital Trust until it is exhausted, and only thereafter from the Family Trust. If my spouse has the power to remove a Trustee of this Family Trust, my Trustee shall not distribute any of the principal of the Family Trust that would in any manner discharge my spouse's legal obligation to a beneficiary of the Family Trust. If my spouse is disabled, my Trustee shall ignore this restriction during the period of my spouse's disability, and my spouse shall not have the power to remove a Trustee of the Family Trust. Section 4. Discretionary Guidelines for My Trustee My Trustee shall be mindful that my primary concern and objective is to provide for the education, health, maintenance, and support of my spouse and my descendants, and that the preservation of principal is not as important as the accomplishment of these objectives. In making discretionary distributions pursuant to this Article, my Trustee shall consider the following factors: a. Other Resources Available to My Benef caries My Trustee, in making distributions pursuant to this Article, shall take into consideration, fio the extent that my Trustee, in its sole-and absolute discretion, deems advisable, any income or other resources which are available outside of the Family Trust to my beneficiaries. b. Distributions to wty Benef caries According to Their Needs My Trustee may make distributions to or for the benefit of one or more of the beneficiaries of the Family Trust to the complete exclusion of .the other beneficiaries. These distributions may be made to a beneficiary or beneficiaries in equal or unequal amounts according to the respective needs of my beneficiaries. 10-2 A distribution to or for the benefit of a beneficiary shall be charged to the Family Trust rather than against the beneficiary's ultimate share or the shares of those persons taking through such beneficiary upon the termination of the Family Trust. Section 5. Limited Power of Appointment My spouse shall have the limited testamentary power to appoint to or for the benefit of my descendants, either by a valid last will and testament or by a valid living trust agreement executed by my spouse, all or any portion of the principal and any accrued and undistributed net income of the Family Trust as it exists at my spouse's death. My spouse may make distributions among my descendants in equal or unequal amounts, and on such terms and conditions, either outright or in trust, as my spouse shall determine. This power shall not be exercised in favor of my spouse's estate, the creditors of my spouse's estate, or in any manner which would result in any economic benefit to my spouse. Section 6. Termn~t~on ofthe F~~inily Trust The Family Trust shall tern~i~nate at the death. of my spouse. To the .extent that the limited power of appointment is not exercised by my spouse, the remainder of -the Famil}~ Trust, including any accrued and undistributed net income, shall be administered as provided in the Articles that follow. 10-3 Article Eleven The Common Trust It is not my desire to create aCommon -Trust for the benefit of my children. Upon the death of my spouse, or if my spouse predeceases me, all of the trust property which has not been distributed under prior provisions of this agreement shall be divided, administered, and distributed under the Articles that follow. 11-1 Article Twelve Distribution of My Trust Property Section 1. Division into Separate Shares The remaining trust property shall be divided into as many shares as shall be necessary to create one equal share for each of my then living children, and one equal share for each of my deceased children who has then living descendants. Section 2. Distribution of Trust Shares for My Living Children The share of each child then living shall be distributed as follows: a. Distribution of -Trust Share for EDWARD R. ECKENRODE III The trust share set aside-for EDWARD R. ECKENRODE III shall forthwith terminate and my Trustee shall distribute all undistributed net income and principal to EDWARD R. ECKENRODE III, free of the trust. EDWARD R. ECI~ENRODE TII shall have the unlimited and unrestricted general power to appoint, by a valid last will and testament or by a valid living trust agreement, the entire principal and any accrued and undistributed net income of his trust share as it exists at his death. In exercising this general ;power of appointment, EDWARD R. ECKENRODE III shall specifically refer to this power. EDWARD R. ECKENRODE III shall have the sole and exclusive .right to exercise the general power of appointment. 12-1 This general power of appointment specifically grants to EDWARD R. ECKENRODE III the right to appoint `~ property to his own estate. It also specifically grants to him the right to appoint the property among persons, corporations, or other entities in equal or unequal proportions, and on such terms and conditions, whether outright or in trust, as he may elect. To the extent this general power of appointment is not exercised, my Trustee shall distribute the remaining trust property to the then living descendants of EDWARD R. ECKENRODE III, per stirpes. If EDWARD R. ECKENRODE III has no then living descendants, my Trustee shall distribute the balance of the trust property to my then living descendants, per stirpes. If I have. no then living descendants, my Trustee shall distribute the remaining trust property as provided in Article Thirteen of this agreement. b. Distribution of Trust Share for ANNE E. GASTON The trust share set aside for ANNE E. GASTON shall forthwith terminate and my Trustee shall distribute all undistributed net income and principal to ANNE E. GASTON, free of the trust. ANNE E. GASTOI~ shall have the unlimited and unrestricted general -power to appoint; by a valid last will and .testament or by a valid living trust agreement, the entire .principal and any accrued and undistributed net income of her trust share as it exists at her death, In exercising this general power bf appointment, ANNE E. GASTON shall specifically refer to this power. ANNE E. GAST~N shall -have the so"le arnd exclusive right to exercise. the general power of appointment. This ;general power of appc~ntrnent specifically grants to ANNE E. GASTON the right to appoint property td .her own estate. It also specifically grants to her the right to appoint the property among persons, corporations, or 12-2 other entities in equal or unequal proportions, and on such terms and conditions, whether outright or in trust, as she may elect. To the extent this general power of appointment is not exercised, my Trustee shall distribute the remaining trust property to the then living descendants of ANNE E. GASTON, per stirpes. If ANNE E. GASTON has no then living descendants, my Trustee shall distribute the balance of the trust property to my then living descendants, per stirpes. If I have no then living descendants, my Trustee shall distribute the remaining trust property as provided in Article Thirteen of this agreement. c. Distribution of Trust Share for JOHN J. ECKENRODE The trust share set aside for JOHN J. ECKENRODE shall forthwith terminate and my Trustee shall distribute all undistributed net income and principal to JOHN 3. ECKENRODE, free of the trust. 30HN J. ECKENRODE shall have the unlimited and unrestricted general power to appoint, by a valid last will and testament or by a valid living trust agreement, the entire principal and any accrued and .undistributed net income of his trust share as it exists at his death.. In exercising this general power of appointment, JOHN J. EC~{ENRODE shall specifically refer to this power. JOHN J. ECKENRODE shall have the sole and exclusive right to exercise the general power of appointment. This. general power of appointment specifically grants to JOHN J. ECKENRODE the right to appoint property to his own estate.. It also specifically grants to him the right to appoint the .property among persons, corporations, or other entities in equal or unequal proportions, and on such terms and conditions, whether outright or in trust, as he may elect. 12-3 To the extent this general power of appointment is not exercised, my Trustee shall distribute the remaining trust property to the then living descendants of JOHN J. ECKENRODE, per stirpes. If JOHN J. ECKENRODE has no then living descendants, my Trustee shall distribute the balance of the trust property to my then living descendants, per stirpes. If I have no then living descendants, my Trustee shall distribute the remaining trust property as provided in Article Thirteen of this agreement. d. Distribution of Trust Share for ROBERT C. ECKENRODE The trust share set aside for ROBERT C. ECKENRODE shall forthwith terminate and my Trustee shall distribute all undistributed net income and principal to ROBERT C. ECKENRODE, free of the trust. ROBERT C. ECKENRODE shall have the unlimited and unrestricted general power. to appoint, by a valid last will and testament or by a valid living trust. agreement, the entire principal and any accrued and undistributed net income of his trust share as it exists at his death. In exercising this ..general. power of appointment, ROBERT C. ECIfENRODE shall specifically refer to this power. ROBERT C. ECKENRODE shall have the sole and exclusive right to exercise the general power of appointment. This ..general power of .appointment .specifically grants to ROBERT C. ECI~ENRODE the right to appoint property to his own estate. It also specifically grants to him the right to appoint t-he property among persons, corporations, or other entities in equal or unequal proportions,. and on. such terms and conditions, whether outright or in trust, as he may elect. To the extent this general .,power of appointment is not exercised, my Trustee shall distribute the remaining trust 12-4 property to the then living descendants of ROBERT C. ECKENRODE, per stirpes. If ROBERT C. ECKENRODE has no then living descendants, my Trustee shall distribute the balance of the trust property to my then living descendants, per stirpes. If I have no then living descendants, my Trustee shall distribute the remaining trust property as provided in Article Thirteen of this agreement. e. Distribution of Trust Share for ANDREW J. ECKENRODE The trust share set aside for ANDREW J. ECKENRODE shall forthwith terminate .and my Trustee shall distribute all undistributed net income and principal to ANDREW J. ECKENRODE, free of the trust. ANDREW J. ECKENRODE shall have the unlimited and unrestricted general power to appoint, by a valid last will and testament or by a valid living trust agreement, the entire principal and any accrued and undistributed net income of his .trust share as it exists at his death. In exercising this general .power o~ appointment, ANDREW J. ECKENRODE shall specifically refer to this power. ANDREW J. ECKEN'ROI~E shall have the sole and exclusive right to exercise the general power of appointment. This general power of appointment specifically grants to ANDREW J. ECI~ENRODE the right to appoint property to his own estate. it als® specifically grants to him the right to appoint the property among persons, corporations, o~ other entities in equal or unequal proportioris, and on such terms and conditions, whether outright or in trust, as he may elect. To the extent this general power >of appointment.. is not exercised, my Trustee. shall distribute the remaining trust prop~kty td the tlten living, descendants of ANDREW J. ECKENRODE, per stirpes. 12-5 If ANDREW J. ECKENRODE has no then living descendants, my Trustee shall distribute the balance of the trust property to my then living descendants, per stirpes. If I have no then living descendants, my Trustee shall distribute the remaining trust .property as provided in Article Thirteen of this agreement. f. Distribution of Trust Share for Afterborn or Adopted Children If I have any additional children or legally adopt any children who are under the age of 18 after the creation of my trust, each such child's share shall be administered and distributed under the trust provisions of Article Fourteen. Section 3. Share of a Descendant of a Deceased Child Each share set aside for a deceased child who has then living descendants shall be distributed or administered as follows: a. Outright Distribution Each share set aside for a deceased .child who has then living descendants shall be distributed to such descendants, per stirpes. b. Retention of a Minor's or Disabled Descendant's Portion in Trust If any portion of a share is distributable under this Section to any descendant of a deceased child wha is under 21 years of age, or to any such descendant who xs disabled or`incapacitated as defined in Article Eighteen of this agreement, then my Trustee shall retain such portion in trust under the provisions of Article Fourteen. 12-6 Section 4. Retention of Distributions in Trust Whenever a distribution is authorized or required to be made by a provision of this Article to any beneficiary, then that beneficiary may direct my Trustee in writing to retain such distribution in trust as follows: a. A Beneficiary's Right to Income My Trustee, during the lifetime of the beneficiary, shall pay to or apply for the benefit of the beneficiary from time to time and at the beneficiary's written direction all of the net income from this trust. b. A Beneficiary's Right to Withdraw Principal My Trustee shall .pay to or apply for the benefit of the beneficiary such amounts from the principal as the beneficiary may at any time request in writing. No limitation shall be placed on the beneficiary as to either the amount of or reason for such invasion of principal c. Principal Distributions in My Trustee's Discretion My Trustee may also distribute to or for the benefit of the beneficiary as much ~f ,the principal of the trust as my Trustee, in its sole and absolute discretion, shall consider necessary or advisable for the education, health, maintenance, and support of the beneficiary. d. A Beneficiary's General Power of Appointment The beneficiary shall have. the unlimited and unrestricted general power fio appoint, by a valid last wall acid testament or .trust agreement, the entire' principal and any accrued and undistributed net income .of the. trust as it .exists at t)Ze beneficiary's death. In exercising his general ,power of appointment, the beneficiary shall specifically refer to this power. The beneficiary shall :have the sole and exclusive right to exercise the general power of appointment. 12-7 This general power of appointment specifically grants to the beneficiary the right to appoint property to the beneficiary's own estate. It also specifically grants to the beneficiary the right to appoint the property among persons, corporations, or other entities in equal or unequal proportions, and on such terms and conditions, whether outright or in trust, as the beneficiary may elect.. Any property in the trust which is not distributed pursuant to the exercise of the general power of appointment shall be distributed to the beneficiary's then living descendants, per stirpes. If the beneficiary has no then living descendants, my Trustee shall distribute the remaining trust property as provided in Article Thirteen of this agreement. 12-8 Article Thirteen Ultimate Distribution,Pattern If at any time there is no person, corporation, or other entity entitled to receive all or any part of my trust property, then all of the trust property shall be distributed to those persons who would be my heirs had I died intestate owning such property. The distribution of trust property, for purposes of this Article, shall be determined by the laws of descent and distribution for intestate estates in the State of Pennsylvania as such laws are in effect at the time of any distribution under this Article. 13-1 Article Fourteen Methods of Distribution and Trust Administration with Regard to Minor and Disabled Beneficiaries Section 1. General Guidelines for Distribution Whenever a distribution is authorized or required to be made by a provision of this agreement to anybeneficiary, except for the Trustmaker's spouse, who is disabled or incapacitated, such distribution maybe made by my Trustee: Without continuing court supervision or the intervention of a guardian, conservator, or any other legal representative. Without giving or requiring any bond or surety on bond. Pursuant to any of the methods authorized under this Article. In malting distributions under this Article, disability or incapacity shall include adjudicated mental incapacity by a court of competent jurisdiction, or incapacity because of age, illness, or injury. Before making any distributions to beneficiaries .other than me under this Article, it is my desire. that my Trustee, to-the extent that it is both reasonable and possible: Inquire into the ultimate disposition of the distributed funds. Take into consideration the behavior of trust beneficiaries with regard to their disposition of prior distributions of trust property. My Trustee shall :obtain a receipt from the person, corporation, or other entity receiving any distribution called for in this Article. 14-1 Section 2. Methods of Payment My Trustee may make the distributions called for in this Article in any one or more of the following ways: Directly to a beneficiary. To persons, corporations, or other entities for the use and benefit of the beneficiary. To an account in a commercial bank or savings institution in the name of the beneficiary, or in a form reserving the title, management, and custody of the account to a suitable person, corporation, or other entity for the use and benefit of the beneficiary. In any prudent form of annuity purchased for the use and benefit of the beneficiary. To any person or duly licensed financial institution, including my Trustee, as a custodian under the Uniform Transfers to Minors Act, or any similar act, of any. state, or in any rnanneX allowed by any state statute dealing with gifts or distributions to minors or other ~, individuals under a legal disability. To any guardian, agent under a valid ;power. of attorney, or other person deemed by my Trustee to be responsible, and who has assumed the resp©nsibility of caring for the beneficiary. Section 3. Trustee's Discretion to Keep Property in "Trust If any gust property becomes distributable to a beneficiary when the beneficiary is under 21 years of age, or when the beneficiary is under any form of legal disability, as defined in Article Eighteen, my Trustee may retain that beneficiary's share in a separate trust until he or she :attains 21 years of age, or until his or her legal disability has ceased, as follows: a. Distributions of Trust Income apd Principal My ~'rustee shall apply to or for the benefit of the beneficiary as much of the net income and principal of the trust as my Trustee, in 14-2 its sole and absolute discretion, deems necessary or advisable for the beneficiary's education, health, maintenance, and support. In making any distributions of income and principal under this Article, my Trustee shall be mindful of, and take into consideration to the extent it deems necessary, any additional sources of income and principal available to the beneficiary which arise outside of this agreement. Any net income not distributed to a beneficiary shall be accumulated and added to principal. b. Termination and Distribution My Trustee shall distribute the trust property to a beneficiary: When he or she attains 21 years of age, or When he or she ceases to be disabled. c. A Beneficiary's General Power to Appoint Trust Property `~" If a beneficiary should die before the complete distribution of his or her trust, the trust shall terminate and all of the trust property shall be distributed to such persons, corporations, or other entities, including the beneficiary's own estate, in the manner in which the beneficiary shall elect. This general .:power of appointment must be exercised by the beneficiary by either a valid living trust or last will and testament, either of which specifically refers to this power of appointment. To the extent -tihis general power of appointment <s not exercised, my Trustee shall distribute the re~ainirlg trust property to the then living descendants of the beneficiary, per stirpes. If the beneficiary has no then living descendants, my Trustee shall distribute the remaining trust property to my then living descendants, per stirpes. If I have no then livt3g descendadts, my TruStse shall distribute the remaining trust properly as provided in Article Thirteen of this agreement. 14-3 Section 4. Application to the Trustmaker or the Trustmaker's ~_ Spouse Notwithstanding anything in this agreement to the contrary, in no event shall this Article apply to the Trustmaker or the Trustmaker's spouse. 14-4 Article Fifteen ~. The Resignation, Replacement, and Succession of My Trustees Section 1. The Resignation of a Trustee Any Trustee may resign by giving thirty days' written notice to me or to my legal representative. If I am not living, the notice ..shall be delivered to the Trustee, if any, and to all of the beneficiaries then eligible to receive mandatory or discretionary distributions of net income from any trust created under this agreement. If a beneficiary is a minor or is legally incapacitated, the notice shall be delivered to that beneficiary's guardian or other legal representative. Section 2. The Removal of a Trustee Any Trustee may be removed by me, my spouse, my children, or my other beneficiaries as follows: a. Removal by Me I reserve the right to rernoVe-any Trustee at any time. b. Removal by My Spouse After try death, or during -any-period that I am disabled, my spouse may remove any Trustee. c. Removal ~by My OtherBeneficiares After the death or disability of both me and my spouse, a majority of the beneficiaries then eligible to receive mandatory or 15-1 discretionary distributions of net income under this agreement may remove any Trustee. d. Notice of Removal Neither I, my spouse, nor any of my beneficiaries, need give any Trustee being removed any reason; cause, or ground for such removal. Notice of removal shall be effective when made in writing by either: Personally delivering notice to the Trustee and securing a written receipt, or Mailing notice in the United States mail to the last known address of the Trustee by certified mail, return receipt requested. Section 3. Replacement of Trustees ~ Trustees shall be replaced in the following manner: a. The Death or Disability of a Cotrustee While I Am a Trustee I may serve as a sole Trustee or I may name any number of Cotrustees to serve with me. If a Gotrustee subsequently dies, resigns, becomes legally incapacitated, or is otherwise unable or unwilling to serve as a Cotrustee, I may or may not fill the vacancy, as I choose. b. My Trustees upon My Disability During any period that I am disabled, all. of the following disability Trustees shall replace all of my initial Trustees: ANNE E. GASTON. If any one or more of the disability Trustees is unwilling or unable to serve, or one or more of them cannot continue to serve for any 15-2 other reason, then JOHN J. ECI{.ENRODE shall be named as successor disability Trustee. c. My Trustees upon My Death On my death, EDWARD R. ECKENRODE, JR. acting as my death Trustee shall replace all of my initial Trustees, if they are then serving, or all of the disability Trustees, if they are then serving. If the death Trustee is unwilling or unable to serve as a Trustee, or cannot continue to serve for any other reason, then the following shall be named as successor death Trustees in the order in which their names appear: ANNE E. GA5TON and JOHN J. ECKENRODE. d. Successor Trustees If a successor Trustee is unwilling or unable to serve during the period in which I am disabled or after my death, the next following successor Trustee shall serve until the successor Trustees so named have been exhausted. ~- A Trustee may be listed more than once in this Section or an initial Trustee may also be named as a disability 'T`rustee or a Trustee who will serve upon my death. Naming a Trustee more than once is done as a convenience only and is not to be construed as a termination of that Trustee's trusteeship. e. Unfilled Trusteeship In the event no, named Trustees are available, a majority of the beneficiaries then eligible to receive mandatory or discretionary distributions of net income under this agreement shall forthwith name a corporate fiduciary. If a majority of the beneficiaries then eligible to receive mandatory or discretionary distributions of -net income under this agreement cannot agree on a corporate fiduciary, any beneficiary can petition a court of eompietent jurisdiction, ex paste, to designate a corporate fiduciary as a Trustee. 15-3 The court that designates the successor Trustee shall not acquire any jurisdiction over any trust created under this agreement, except to the extent necessary to name a corporate fiduciary as a successor Trustee. Section 4. Corporate Fiduciaries Any corporate fiduciary named in this trust agreement or appointed by a court of competent jurisdiction as a Trustee must be a bank or trust company situated in the United States having trust powers under applicable federal or state law. Such fiduciary shall have a combined capital and surplus of at least 25 million dollars. Section 5. Powers and Liabilities of Successor Trustee Any successor Trustee, whether corporate or individual, shall have all of the rights, powers, and.: privileges, and be subject to all of the obligations and duties, both discretionary and ministerial, as given to the original Trustees. Any successor Trustee shall be subject to any -restrictions imposed on the original Trustees. Igo successor ~'rustee shall be required to examine the accounts, records, and acts of any previous Trustees. No successor Trustee shall in any way be responsible for any act or omission to act on the part of any previous Trustees. 15-4 Article Sixteen General Matters and Instructions with Regard to the Trusteeship Section 1. Use of "Trustee" Nomenclature As used throughout this agreement, the word "Trustee" shall refer to the initial Trustee as well as any single, additional, or successor Trustee. It shall also refer to any individual, corporation, or other entity acting as a replacement, substitute, or added Trustee. Section 2. No Requirement to Furnish Bond My Trustee shall not be required to furnish any bond for the faithful performance of its duties. If a bond is required by any law or court of competent jurisdiction, it is my desire that no surety be required on such bond. Section 3. Court Supervision-Not Required All trusts created under this agreement shall be administered free from the active supervision of any court. Any proceedings to seek judicial instructions or a judicial determination shall be initiated. by my Trustee in the appropriate state ,court having original jurisdiction of th©se matters relating to the construction and administration of trusts. 16-1 Section 4. My Trustee's Responsibility to Make Information Available to Beneficiaries My Trustee shall report, at least semiannually, to the beneficiaries then eligible to receive mandatory or discretionary distributions of the net income from the various trusts created in this agreement all of the receipts, disbursements, and distributions occurring during the reporting period along with a complete statement of the trust property. The trust's books and records along with all trust documentation shall be available and open at all reasonable times to the inspection of the trust beneficiaries and their representatives. My Trustee shall not be required to furnish trust records or documentation to any individual, corporation, or other entity that is not a beneficiary, does not have the express written approval of a beneficiary, or is not requesting such pursuant to a court order. Section 5. Delegation among the Trustees Any Trustee. may delegate to any other Trustee the power to exercise any or all powers granted my Trustee in this agreement, including those which are discretionary, if allowed by law. My delegating Trustee may revoke any such delegation at will. The delegation of any such power, as well as the revocation. of any such delegation, shall be evidenced by an instrument in writing executed by the delegating Trustee. As long as any such delegation is in effect, any of th'e delegated powers may be exercised by the Trustee receiving such delegation with the same force and effect as if the delegating Trustee had personally joined in the exercise of such power. Section 6. Utilization of Substitute Trustee If any Trustee is unwilling or unable to act as tQ any trust property, my Trustee shall designate, 'in writing, an individual, bank trust department, or trust company to act as a substitute Trustee with regard to such property. ~. 16-2 The property being administered by the substitute Trustee, as well as the net income therefrom, shall be distributed or remitted as directed by the ~- delegating Trustee consistent with the terms of this agreement. Each substitute Trustee shall exercise all of the fiduciary powers granted by this agreement unless expressly limited by the delegating Trustee in the instrument appointing such substitute Trustee, or by any provision within this Section. Any substitute Trustee may resign at any time by delivering written notice to my Trustee to that effect. Section 7. Trustee's Fee My Trustee shall be entitled to fair and reasonable compensation for the services it renders as a fiduciary. The amount of compensation shall be an amount equal to the customary and prevailing charges for services of a similar nature during the same period of time and in the same geographic locale. My Trustee shall be reimbursed for the reasonable c©sts and expenses ,_ incurred in connection with its fiduciary duties under this agreement. Section 8. A Majority of Trustees Re~gt~iretl to Control When more Chao two Trustees are acting, the concurrence and joinder of a majority. of my Trustees shallcontrol in all matters pertaining to the administration of any trust created under this agreement. If only two Trustees are acting, the concurrence and joinder of both shall be required. When more than two Trustees are acting, any dissenting or abstaining Trustee may be absolved from .personal liability by registering a written dissent or abstention with the records of the trust; the .dissenting Trustee shall thereafter act with the- other Trustees in any manner necessary or appropriate to effectuate the decision of the majority. ,_ 16-3 Section 9. Successor Corporate Fiduciaries If any bank or trust company ever succeeds to the trust business of any corporate fiduciary serving as a Trustee under this agreement, whether because of a name change or any other form of reorganization, or if such corporate fiduciary ever transfers all of its existing business to any other bank or trust company, the successor shall thereupon, without any action being required, succeed to the trusteeship as if originally named. Section 10. Early Termination of Trusts Based on Cost If my Trustee, other than my spouse acting as a Trustee, shall determine, in its sole and absolute discretion, that any trust created under this agreement has become uneconomical to administer due to the high cost of administration relative to the value of the trust property, my Trustee may terminate such trust or trusts and distribute the trust property, including any accrued but undistributed net income, in the following order: To me if I am then living. To my spouse, if a beneficiary of the trust. To the beneficiaries then entitled to receive discretionary payments of income of the trust, per stirpes. Section 11. Generation-Skipping Tai Provisions In order to .minimize the impact of any generation-skipping tax that may be applied to any of t13e trusts created by this agreement or their beneficiaries, my Trustee, in its sole and absolute discretion, is authorized to take the following actions: a. Division into Exempt and Nonexempt Trusts If any trust created under this agreement would be partially exempt from generation-skipping. tax by reason of an allocation of a generation=skipping tax exemption to it, prior to such allocation my Trustee shall divide the total trust assets into two separate trust shares of equal or unequal value, to permit allocation of the exemption solely to one trust share (the "exempt trust"). The 16-4 exempt trust shall consist of a fractional interest of the total trust assets in an amount necessary to cause the exempt trust to be y entirely exempt from generation-skipping tax. The other trust share {the "nonexempt trust") shall consist of the remaining fractional interest of the total trust assets. For purposes of this allocation, assets values as finally determined for federal estate tax purposes shall be used. b. Additions to a Separate Trust If a trust under this agreement, whether created under this Section or not, is entirely exempt or nonexempt from generation-skipping tax and adding property to it would partially subject the trust to generation-skipping tax, my Trustee may hold that property in a separate trust in lieu of making the addition. c. Terms of the Trusts If my Trustee divides a trust into two separate trust shares or creates a separate trust for additions, the trusts or trust shares that result shall have the same terms and conditions as the original trust. My Trustee shall not make discretionary .distributions from the income or principal of the exempt trust to beneficiaries who are nonsk~p persons as long as -any readily marketable assets remain in the nonexempt trust. d. Allocation from an Exempt Trust First Upon division ar distribution of ,an exempt trust and a nonexempt trust, my Trustee. may allocate property from the .exempt trust first to a share from which ageneration-skipping transfer is more likely to occur. e. Taxable Distributions If my Trustee considers that any distribution from a trust under this agreement, other than pursuant to a power to withdraw or appoint, is a taxable distribution subject tv ageneration-skipping<tax payable by the beneficiary, my Trustee shall augrnent the distribution by an amount which my Trustee estimates to be sufficient to `pay the tax and shall charge the same against the trust to which the tax relates. 16-5 f. Taxable Terminations `~~ If my Trustee considers that any termination of an interest in trust property is a taxable termination subject to ageneration-skipping tax, my Trustee shall pay the tax from the portion of the trust property to which the tax relates, without adjustment of the relative interests of the beneficiaries. ~. 16-6 Article Seventeen My Trustee's Administrative and Investment Powers Section 1. Introduction to Trustee's Powers Except as otherwise provided in this agreement, my Trustee shall have both the administrative and investment powers enumerated under this Article and any other powers granted by law with respect to the various trusts created by this agreement. Section 2. Powers to Be Exercised in the Best Interests of the Benef ciaries My Trustee shall exercise the following administrative and investment powers without the order of any court, as my Trustee determines in its sole and absolute discretion to be in the best interests of the beneficiaries. Notwithstanding anything to the cobtrary in this agreement, my Trustee shall not exerexse any power in a manner inconsistent :with the beneficiaries' right to the beneficia-1 enjoyxneMt of the trust property " in accordance with the general principles of the law of trusts. Section 3. Administrative and Invest~neh~t Powers My Trustee is hereby granted the following administrative and investment powers: a. Agricultural Powers My Trustee may retain, sEll, acquire, and continue any farm or ranching operation whether as a sole proprietorship, partnership, or corporation. 17-1 My Trustee may engage in the production, harvesting, and marketing of both 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 farm 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 farm and ranch properties; construct buildings, fences, and drainage facilities; acquire, retain, improve, and dispose of wells, water rights, ditch rights, and priorities of any nature. My Trustee may, in general, do all things customary or desirable to operate a farm or ranch operation for the benefit of the beneficiaries of the various trusts created under this agreement. b. Business Powers My Trustee may retain and continue any business in which I have or had an interest as a shareholder, partner, sole proprietor, or as a participant in a joint venture, even Though that interest may constitute all or a substantial portion of the trust property. My Trustee may directly participate in the conduct. of any such business or employ others to do so on behalf of the beneficiaries. My Trustee may execute .partnership. agreements, buy-sell agreements, and any amendments to them. My Trustee may .:participate in the incorporation of any trust property; any corporate reorganization, -merger, consolidation, recapitalization; liquidation, dissolution; or any stock redemption or cross purchase buy-sell agreement. My Trustee may hold the stock of any corporation as trust property, and may elect or employ directors, officers, employees, and agents and compensate them for their services. My Trustee may sell or liquidate any business interest that is part of the trust property. ~_ 17-2 My Trustee may carry out the provisions of any agreement entered into by me for the sale of any business interest or the stock thereof. My Trustee may exercise all of the business powers granted in this agreement regardless of whether my Trustee is personally interested or an involved party with respect to any business enterprise forming a part of the trust property. c. Environmental Powers My Trustee shall have the power to inspect any trust property to determine compliance with any environmental law affecting such property or to respond to any environmental law affecting property held by my Trustee. "Environmental Law" shall mean any federal, state, or local law, rule, regulation, or ordinance relating to protection of the environment or of human health. My Trustee shall have the power to refuse to accept property if my Trustee determines that there is a substantial risk that such property is contaminated by any hazardous. substance or has previously, or is currently, being used for any activities directly or indirectly involving hazardous substances `which could result in liability to the trust assets. "Hazardous substance" shall mean any substance defined as hazardous or toxic by any federal, state, or local law, rule, regulation, or ordinance. My Trustee shall have the power to take any necessary action to prevent, abate, clears up or otherwise respond to any actual or threatened vi©iatibri of any. environmental law affecting trust property prior o or after the initiation or enforcement of any action by any governmental body. My Trustee r3nay .disclaim or release any power granted to it or implied by any document, statute, or rule of law which the Trustee determines may cause the Trustee to incur liability under any environmental law. My Trustee may charge the cost of any inspection, review, prevention, abatement, ,response, cleanup, or remEdial action authorized under this power against the trust property. My Trustee shall not be liable to any .beneficiary or o any other party for-any decrease in value of the trust property by reason of my 17-3 Trustee's compliance with any environmental law, specifically including any reporting requirement under such law. d. Common Fund Powers For the purpose of convenience with regard to the administration and investment of the trust property, my Trustee may hold the several trusts created under this agreement as a common fund. My Trustee may make joint investments with respect to the funds comprising the trust property. My Trustee may enter into any transaction authorized by this Article with fiduciaries or other trusts or estates in which any beneficiary hereunder has an interest, even though such fiduciary is also a Trustee under this agreement. e. Compensation Powers My Trustee shall pay from income or principal all of the reasonable expenses attributable to the administration of the respective trusts created in this agreement. My Trustee shall pay itself reasonable compensation for its services as fiduciary as provided. in this. agreement, and shall reasonably compensate those persons employed by my Trustee, including agents, auditors, accountants, and attorneys. f. Distribution Powers My Trustee is spec~cally authorized to make divisions and distributions of the trust prope~riy„~either.in cash or in kind, or partly in cash and partly in kind, or in any proportion it deems advisable. My Trustee shall be under no obligation or responsibility to make pro rata divisions and distributions in kind. My Trustee may allocate specific property to .,any beneficiary or share although :the property may differ in kind from the property allocated to any other beneficiary or share. 17-4 The foregoing powers maybe exercised regardless of the income tax basis of any of the property. g. Funeral and Burial Expenses My Trustee may in its sole discretion pay the funeral and burial expenses, expenses of the last illness, and valid claims and expenses of an income beneficiary of any trust created under this agreement. Funeral and burial expenses shall include, but not be limited to, the cost of memorials of all types and memorial services of such kind as my Trustee shall approve. Valid claims and expenses shall include, but not be limited to, all state and federal death taxes. The payments shall be paid from the assets of the trust or trusts from which the beneficiary was receiving income. h. Income and Principal Powers My Trustee may determine in a fair, equitable., and .practical manner hpw all Trustee's fees, disbursements, receipts, and wasting assets shall be credited, charged, or apportioned between principal and income. My Trustee muy set aside from trust income reasonable reserves for taxes, assessments, insurance,. premiums, repairs, depreciation, obsolescence, depletion, and for the equalization of payments to or for the beneficiaries; it may select any and all accounting periods with regard to the trust property. i. Investment Powers in General My Trustee may invest -and reinvest in such classes of stocks, bonds, securitie$, comrn©dites, options, metals, or other property, real or personal, as it shall determine. My Trustee may invest in investment trusts as well as in common trust funds. My Trustee may purchase life, annuity, accident, sickness, and medical insurance on the behalf of and for the benefit of any trust beneficiary. 17-5 j. Life Insurance Powers My Trustee shall have the powers with regard to life insurance as set forth in this Paragraph j, except as otherwise provided in this agreement. My Trustee may purchase, accept, hold, and deal with as owner policies of insurance on my life, the life of any trust beneficiary, or on the life of any person in whom any trust beneficiary has an insurable interest. My Trustee shall have the power to execute or cancel any automatic premium loan agreement with respect to any policy, and shall have the power to elect or cancel any automatic premium loan provision in a life insurance policy. My Trustee may borrow money with which to .pay premiums due on any policy either from the company issuing the policy or from any other source and may assign any such policy as security for the loan. My Trustee shall have the power to 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 or exchange the policy, or to surrender a policy at any time for its cash value. My Trustee may elect any .paid-up insurance or any extended-term insurance nonforfeture option contained in a policy. My Trustee shad have the ;.power;to sill policies at their fair market value to the insured or to anyone having an insurable interest in the policies. My Trustee shall have the right to exercise any .outer right, option, or benefit .contained in a policy or permitted by the insurance company issuing that policy. Upon termination of any trust created under this agreement, my Trustee shall have,the power to transfer and assign the p©lices held by the trust as a distribution of trust property. 17-6 k. Loan, Borrowing, and Encumbrance Powers ~- My Trustee may loan money to any person, including a beneficiary, with or without interest, on any term or on demand, with or without collateral, as it deems in the best interests of the trust beneficiaries. My Trustee may borrow money upon such terms and conditions as it shall deem advisable, including, in the case of a corporate fiduciary, the power to borrow from its own banking or commercial department. My Trustee shall have the power to obligate the trust property for the repayment of any sums borrowed where the best interests of the beneficiaries have been taken into consideration. My Trustee shall have the power to encumber the trust property, in whole or in .part, by a mortgage or mortgages, deeds of trust, or by pledge, hypothecation or otherwise, even though such encumbrance may continue to be effective after -the term of any trust or trusts created in this agreement. 1. Margin, Brokerage, and Bank Account Powers My Trustee is authorized to buy, sell, and trade in securities of any nature, including short sales and on margin. My Trustee may maintain and operate margin accounts with brokers, and may pledge any securities. held or purchased by my Trustee with such brokers as securities for loans and advances .made to my Trustee. My Trustee is ;authorized to establish and .maintain bank accounts of all types in one or more banking institutions that my Trustee may choose. m. Mortgage Powers My Trustee shall have the power , to enter into any mortgage whether as a mortgagee or mortgagor, to purchase mortgages on the open market, and to otherwise buy, sell, or trade in first or subordinate mortgages. My Trustee may .reduce the interest rate on any mortgage and consent to the modification or release of any guaranty of any mortgage. 17-7 My Trustee may continue mortgages upon and after maturity with or without renewal or extension, and may foreclose any mortgage. My Trustee may purchase the mortgaged property or acquire it by deed from the mortgagor without foreclosure. n. Nominee Powers My Trustee may hold any trust property in the name of my Trustee, or in the name of a nominee, and may enter into agreements to facilitate holding such property. My Trustee may accomplish such with or without disclosing its fiduciary capacity. o. Nonproductive Property My Trustee may hold property which is non-income producing or is otherwise nonproductive if the holding of such property is, in the sole and absolute discretion of my Trustee, in the best interests of the beneficiaries. p. Oil, Gas, Coal, and Other Mineral Powers .. My Trustee may do all tiaings necessary to maintain. in full force and effect any oil, gas, coal, or other mineral interests comprising part or all of the trust property. My Trustee may purchase additional oii; gas, coal, and other mineral interests when necessary or desirable to effect a reasonable plan of operation or development with regard to the trust property. My Trustee -may buy or-sell undivided intere t in .oil, gas, coal, and other mineral interests, and .may exchange any of such interests for interes#s in other properties or for services. My Trustee may execute oil, gas, coal, and other mineral leases on such terms as my Trustee may :deem proper, and may enter into pooling, unitization, repressurization, and other types of agreements relating to the development, operation, and conservation of mineral properties. Any lease or other .agreement rMay have a ,au~ation that my Trustee deems reasonable, even though extending beyond the duration of any trust created in this agreement. 17-8 My Trustee may execute division orders, transfer orders, releases, assignments, farmouts, and any other instruments which it deems proper. My Trustee may drill, test, explore, mine, develop, and otherwise exploit any and all oil, gas, coal, and other mineral interests, and may select, employ, utilize, or participate in any business form, including partnerships, joint ventures, co-owners' groups, syndicates, and corporations, for the purpose of acquiring, holding, exploiting, developing, operating, or disposing of oil, gas, coal, and other mineral interests. My Trustee may employ the services of consultants or outside specialists in connection with the evaluation, management, acquisition, disposition, or development of any mineral interest, and may pay the cost of such services from the principal or income of the trust property. My Trustee may use the.. general assets of the trusts created under this agreement for the purposes of acquiring, holding, managing, developing, pooling, unitizing, repressuring, or disposing of any mineral interest. q. Powers of Attorney My Trustee may execute, deliver, and grant to any individual or corporation a revocable or irrevocable power of attorney to transact any and all business on behalf of the various trusts created in this agreement. The power of attorney may graft to the attorney=in-fact all of the rights, powers, and discretion that my Trustee could have exercised. r. Powers to Merge'Simiar Trusts My Trustee may ,merge and consolidate any trust created in this agreement with.-any other trust created by me, or any other person at any other time, if the other trust contains substantially the same terms for the same beneficiaries, and has at least. one Trustee in common with the trust or trusts created in -this agreement. My Trustee may administer.such merged and .consolidated trusts as a single trust or unit. If, however, such a merger or consolidation 17-9 does not appear feasible, as determined in the sole and absolute discretion of my Trustee, my Trustee may consolidate the assets of such trusts for purposes of investment and trust administration while retaining separate records and accounts for the respective trusts. s. Powers of an Interested Trustee An interested Trustee is any Trustee who has an interest as a beneficiary in this trust agreement or any trust created by it. In all instances where an interested Trustee distributes, or participates in the distribution, of trust income or principal to or for the benefit of such Trustee, then the distribution shall be limited by the ascertainable standards of education, health, maintenance, and support. Notwithstanding anything in this agreement to the contrary, in making such distributions, the interested Trustee shall not use discretion in applying those ascertainable standards. No individual Trustee shall exercise or participate in the. exercise of such discretionary power with respect to distributions to any person or persons such individual is legally obligated to support, as to that support obligation. t. Powers of an Insured Trustee Any individual Trustee. under .this agreement, other than me, is prohibited from exercising any power conferred on the owner of -any policy which insures the life of such individual Trustee and which is held as part of the trust property. If my Trustee holds any such policy or policies as a part of the trust property, the powers conferred on the owner of such a policy shall be exercised only by the other then acting Trustee. If the insured Trustee is the only then acting Trustee, then such powers shall be exercised by a substitute Trustee: designated pursuant to the provisions of the agreement dealing with the trusteeship. If any rule of law or court decision construes the ability of the insured Trustee to name a substitute Trustee as an incident of ownership, the substitution process shall be implemented by a majority of the then current mandatory and discretionary income 17-10 beneficiaries, excluding the insured Trustee if the insured Trustee is a beneficiary. u. Real Estate Powers My Trustee may purchase, sell, transfer, exchange or otherwise acquire or dispose of any real estate. My Trustee may make leases and grant options to lease for any term, even though the term may extend beyond the termination of any trust created under this agreement. My Trustee may grant or release easements and other interests with respect to real estate, enter into party wall agreements, execute estoppel certificates, and develop and subdivide any real estate. My Trustee may dedicate parks, streets, and alleys or vacate any street or alley, and may construct, repair, alter, remodel, demolish, or abandon improvements. My Trustee may elect to insure, as it deems advisable, all actions contemplated by this subsection. `- My Trustee may take any other action reasonably necessary for the preservation of real estate and fixtures comprising a part of the trust property or the income therefrom. v. S Corpor$tion Stock If any stock of an S carporat~ion becomes distributable to a trust created under this a~reernent, and such trust is not a qualified Subchapter S trust, my Trustee may. implement any of the following alternatives with respect to 'the S corporation stock: 1. A Sole Beneficiary Where the original trust is for a sole beneficiary, my Trustee may create for that beneficiary a separate trust that qualifies as a .Subchapter S trust, and then distribute such stock to the newly created trust. 17-11 2. Multiple Beneficiaries - Where the original trust is for multiple beneficiaries, my Trustee may divide the trust into separate trusts for each of the beneficiaries. Each newly created trust shall hold that beneficiary's pro rata share of the S corporation stock, and shall qualify as a Subchapter S trust. 3. Outright Distribution If circumstances prevent my Trustee from accomplishing the first two alternatives under this paragraph, my Trustee may, in its sole and absolute discretion, distribute such stock to the beneficiaries as if the trust had terminated, while continuing to hold any other non-S corporation property in trust. Each newly created S corporation trust shall have mandatory distributions of income and shall not provide for powers of appointment that can be exercised by the beneficiary during the beneficiary's lifetime. In all other respects, the newly created trusts shall be as consistent as ,possible with the original trusts and still qualify as Subchapter S trusts. My Trustee may take any action necessary with regard to S corporations; including making any. elections required to qualify stock as S corporation stock, and may sign all required tax returns and forms. w. Sale, Lease, and Uther Dispositi~e Powers My Trustee may sell, lease, transfer, exchange, grant options with respect to, or ©therwise dispose of the trust property. My Trustee may deal with the .trust property at such time. or times, for such , putposes, for such considerations and upon such terms, credits, and conditions, and for such periods of time, whether ending before or after the term of any trust. created unddr this agreerrient, as it deems advisable. My Trustee may make such contracts, deeds, leases, and any .other instruments it deems proper under the immediate circumstances, 17-12 and may deal with the trust property in all other ways in which a natural person could deal with his or her property. x. Securities Powers In addition to those other securities powers granted throughout this Article, my Trustee may retain, exercise, or sell rights of conversion or subscription with respect to any securities held as part of the trust property. My Trustee may vote or refrain from voting at corporate meetings either in person or by proxy, whether general or limited, and with or without substitutions. y. Settlement Powers My Trustee may compromise, adjust, arbitrate, alter the terms of, or abandon any claim in favor of or against any trust created under this agreement, and may take deeds in lieu of foreclosure. z. Trust Addition and Retention Powers My Trustee is authorized to .receive additional. trust property, whether by gift, will, or otherwise, from either me or any other person, corporation, or entity. Upon receipt. of .any additional. property, my Trustee shall administer and distribute the same as part of the trust property. . My Trustee may retain, without liability for .depreciation or loss resulting frorn -such retention, all property constituting the trust estate at the tune of its creation or thereafter received from other sources. The foregoing- shall be acceptable even though. such property may not be of the character prescribed by law for the investment of trust funds or may result in inadequate divers cation of the trust property. 17-13 aa. Trustees' or Fiduciaries' Powers Acts - In addition to all of the powers specifically granted my Trustee in this Article, my Trustee may exercise those powers set forth under the Trustees' or Fiduciaries' Powers Acts, or their equivalent, of the State of Pennsylvania, together with any amendment to such laws. My Trustee may perform every act reasonably necessary to administer each and every share or trust created under this agreement. All of the powers granted to my Trustee in this Article shall be in addition to those powers conferred upon Trustees under all applicable state and federal statutes. Each power conferred upon my Trustee under this Article, or upon Trustees in general, by applicable state or federal statutes, shall be subject to any express limitations or contrary directions contained in this agreement. 17-14 Article Eighteen Definitions and General Provisions Section 1. Definitions For purposes of this agreement, the following words and phrases shall be defined as follows: a. Adopted and Atterborn Persons Persons who are legally adopted while they are under 18 years of age (and not those persons adopted after attaining 18 years of age) shall be treated for all purposes under this agreement as though they were the naturally born children of their adopting parents. An afterborn person is a descendant of mine who is born after the date that I sign this agreement, A child in gestation who is later born alive shall be considered a child in being throughout the period of gestation. b. Descendants A person's descendants shall include all of his or her lineal descendants through all gEneratons. A descendant. in gestation ~vho is later born alive shall be considered a descendant in being throughout the period of gestation. An adopted person, and all, persons who are the descendants by blood or by legal adoption while under'the age of 18 years of such adopted person, shall be .considered descendants of the adopting parents as well as the adopting parents' ancestors. 18-1 c. Per Stirpes Distributions Whenever a distribution is to be made to a person's descendants, per stirpes: The distributable assets are to be divided into as many shares as there are then living children of such person and deceased children of such person who left then living descendants. Each then living child shall receive one share and the share of each deceased child shall be divided among such child's then living descendants in the same manner. d. Education As used in this trust, "education" shall include: Any course of study or instruction at an accredited college or university granting undergraduate or graduate degrees. Any course of study or instruction. at any institution for specialized, vocational, or professional training. Any curriculum offered by any institution that is recognized for ;purposes of receiving financial assistance from any -state or federal agency or program. Any course of study or instruction which may be useful in preparing: a beneficiary for ..any vocation consistent with the beneficiary's abilities and interests. Distribut-ions for education may include tuition, fees, books, supplies, °living expenses, travel, and spending money to the extent that they are reasonable. e. Personal Representative For the purposes of this agreement, the term "personal representative" shall include an' executor, administrator, guardian, custodian, conservator, 'Trustee, or any other form `of personal representative. 18-2 f. Disability - Except as otherwise provided in this agreement, any individual may be treated as disabled, incompetent, or legally incapacitated if: The individual has been declared or adjudicated as such by a court of competent jurisdiction, or A guardian, conservator, or other personal representative of such individual's person or estate has been appointed by a court of competent jurisdiction, or The individual has been certified as such in writing by at least two licensed physicians, or The individual has disappeared or is absent for unexplained reasons, or the individual is being detained under duress where the individual is unable to effectively manage his or her property or financial affairs. Section 2. Dissolution of My 1Vlarrage If my marriage to my spouse shall be dissolved at any time, my spouse .shall cease to be a benE~ciary under this agreement- and shall be treated for purposes of interpreting this agreement as though my spouse predeceased me. Section 3. .The Rule Against Perpetuities Unless soonEr terminated by the express ,provserts of this agreement, each trust created in `this agreement shall terminate twenty-one years after the death of the last survivor of the group composed of me, my spouse, and those of my descendants living at .the time of my death. At that time, the property held in trust shall be discharged of any further trust, and shall immediately vest in and be distributed to those persons entitled to receive or have the benefit of the income from the respective trust. For purl~ses of distributions -ender this Section only, it shall be presumed that any person .then entitled to receive any discretionary paymertts of the income of a separate trust is entitled to receive all of the income, and it shall 18-3 be presumed that any class of persons entitled to receive discretionary payments of income is entitled to receive all of such income. Section 4. Protective Clause To the fullest extent permitted by law, the interests of all the beneficiaries in the various trusts and trust property subject to this agreement, except for my interest therein while I am living, shall not be alienated, pledged, anticipated, assigned, or encumbered unless specifically authorized by the terms of this agreement. Such interests, while they remain trust property, shall not be subject to legal process or to the claims of any creditors. Section 5. Maintaining Property in Trust If, on the termination of any separate trust created under .this agreement, a final distribution is to be made to a beneficiary for whom my Trustee holds a trust created under this agreement, such distributions shall be added to such trust rather than being distributed. Section 6. Survivorship Pr~sumpti©ns If the order of my death and my sp©use's death cannot be established by proof, my spouse shall be deemed t® have survived rne. Section 7. Co~tQSt Clause If any person, including- a beneficiary, ot)ner than. me, shall in any .manner, directly +~r indirectly, .attempt to contest or oppose the validity of this agreement; .including any amendments thereto, or commences or prosecutes any legal proceedings to set this agreement aside, then in such event such person shall forfait his or her share, cease to have any right or interest in the trust property, and shall be deemedto have predeceased me. 18-4 Should any person disclaim .his or her interest, in whole or in part, in any trust created for his or her benefit in this trust agreement, the result of which would be for that person to receive trust property free of trust earlier than provided by the terms of the trust, then the disclaiming person shall forfeit his or her interest in the trust, shall cease to have any right or interest in the trust property, and shall be deemed to have predeceased me. In the event my spouse successfully elects to take a statutory share of my estate as provided under state law, then my spouse's interest in this trust shall terminate and any property held in trust for the benefit of my spouse as provided in this agreement shall be held and distributed as though my spouse had predeceased me, notwithstanding any provision in this agreement to the contrary. Section 8. Changing the Trust Situs After my death, the stus of this agreement may be changed by the unanimous consent of all of the beneficiaries then eligible to receive mandatory or discretionary distributions of net income under this agreement. If such consent is obtained, the beneficiaries shall notify my Trustee in writing of such change of ,trust situs, and .shall if necessary designate a successor corporate fiduciary in the new situs.. This notice shall constitute removal of the current Trustee if appropriate, and any successor corporate Trustee shall assume its duties as provided under this agreement. A change in situs under this Section shall be -final and binding, and shall not be subject to judicial review. Section 9. Gen~rai Matters The following general matters of construction shall apply to the provisions of this agreement: a. Construction .Unless the context requires otherwise, words denoting- the singular may be construed as denoting the plural, and words of the plural may be construed as denoting -the singular. Words of one gender ~_ 18-5 may be construed as denoting another gender as is appropriate within such context. b. Headings of Articles, Sections, and Paragraphs The headings of Articles, Sections, and Paragraphs used within this agreement are included solely for the convenience and reference of the reader. They shall have no significance in the interpretation or construction of this agreement. c. Notices All notices required to be given in this agreement shall be made in writing by either: Personally delivering notice to the party requiring it, and securing a written receipt, or Mailing notice by certified United States mail, return receipt requested, to the last known address of the party requiring notice. The effective :date of the notice shall be the date of the written receipt or the date of the return receipt, if received,- or if not, the date it would have normally been received via. certf ed mail, provided there is evidence of mailing.. d. Delivery For purposes of this agreement "delivery" shall mean: Personal delivery to any party, or Delivery by certified -United States mail, return receipt requested to the party making delivery. The effective date of delivery shall be the date of personal delivery or .the date of the return receipt, .ifreceived, or if not, -the date it would have normally been received via certified mail, provided there is evidence of mailing. 18-6 e. Applicable State Law - The validity of this trust shall be determined by reference to the laws of the State of Pennsylvania. Questions with regard to the construction and administration of the various trusts contained in this agreement shall be determined by reference to the laws of the state in which the trust is then currently being administered. f. Duplicate Originals This agreement may be executed in several counterparts; each counterpart shall be considered a duplicate original agreement. g. Not Contractual My spouse and I are executing our wills at or about the same time, but even. though our wills are similar, they are not intended to be, and shall not be construed to be, contractual or reciprocal. h. Severability If any provision of this agreement is declared by a court of competEnt jurisdiction to be invalid for any reason, such invalidity shall not affect the :remaining .provisions of this agreement. The remainitg provisions shall be fully severable, and this agreement shall be construed and enforced as if the invalid provision had never been included in this agreement. 18-7 I have executed this agreement the day and year first written above. `~ I certify that I have read my foregoing revocable living trust agreement, and that it correctly states the terms and conditions under which my trust property is to be held, managed, and disposed of by my Trustee. I approve this revocable living trust in all particulars, and request my Trustee to execute it. FRANCS M. ECKENRODE, Trustmaker FRANCES M. ECKENRODE, Trustee G~G7?iJiv ANNE E. GAS7'ON, Trustee STATE OF PENNSYLVANIA ) ss. COUNTY OF CUMBERLAND ) The foregoing living trust agreement was .acknowledged before me on June 4, 2Ub1, by FRANCES M. ECKENRODE, as Trustmaker and Trustee. Witness my hand and official seal. .,u~ ' I~~t.'~ ~.;, ,~ ',. ~ 9 ~ ~, " `. .. ~ ~.~. e'er My commission expires: ,...... ., ~~~ ~. ~. OTARY PUBLIC 18-8 ,~ STATE OF PENNSYLVANIA ) ss. COUNTY OF CUMBERLAND ) The fore oing living trust agreement was acknowledged before me on 2001, by ANNE E. GASTON, as Trustee. Witness my hand and official seal. - +~~' ~~"' ` `~~ ~~, ,, } 'M ~,~I ~ ~ ~ . ~ psi ~I I, IM GO. My commission expires: OTARY PUBLIC ~, 18-9 T ~.~«...~iiaii`c - , iv,uu,~~ - v a,~...,,u„ Pa~~e 1 of 1 ~t ~ zL~`' L c: It~ 1) Holdings -Valuation ~ 1, J ;y~><v printed by PSVRSHMI as of 09/23/2009 at 13:00 EST ~ J ~ Account: SHU117858, ECKENRODE ri ~ ~ ~:(~ ~ ~-nd~v ~. ~ ~i h~ Name of IP: MAYNARD WAYNE NEFF - ,.-,. ~~ ~~ ..,..-~ . .,_. - Select: Positions and quotes as of previous day Base Currency: USD LIQUID INSURED 1759.1000 0.0000 MONEY FUND CASH Long 1,759.10 1,759.10 USD NJA DEPOSITS DELAWARE LARGE CAP VALUE FUND 449.7970 12.5600 MUTUAL FUND CASH G,DDO Long 5,649.45 5,649.45 USD Stands CLASS A LOOMIS SAYLES STRATEGIC 4313.4850 13.2800 MUTUAL FUND CASH G,DDD Long 57,283.08 57,283.08 USD Stands INCOME FUND CLASS A HANSBERGER INTERNATIONAL 2938.8750 15.3300 MUTUAL FUND CASH G,DDD Long 45,052.95 45,052.95 USD Stands FUND CLASS A NATIXIS U.S. DIVERSIFIED 1844.8710 19.6400 MUTUAL FUND CASH G,DDD Long 38,197.27 3$,197.27 USD Stands PORTFOLIO CLASS A PUTNAM FUND FOR GROWTH & 2450.0340 11.6700 MUTUAL FUND CASH G,DDD Long 28,591.90 28,591.90 USD Stands INCOME CLASS A PUTNAM GLOBAL EQUITY FUND 4088.0120 8.1600 MUTUAL FUND CASH G,DDD Long 33,358.18 33,358.18 USD Stands CLASS A ~~'0 9, ~' 9~;. ~~ Memo: F - On Loan, G - Seg Quantity, K -Safe Keeping, L -Legal Transfer, N -Non-negotiable in Transit, P -Pending Transfer, R - Reorganization, S -Stock Split, T -Transfer, U -Unsettled Trade, X -Pending Paper, C -Cash Dividend, D -Dividend Reinvest This report is a service from your Investment Professional, not a substitute for your account statements and confirmations. This report is prepared as of trade date rather than settlement date and may be prepared on a different date than your statement. This report uses information from sources that Pershing believes to be reliable, but Pershing cannot guarantee the accuracy of this information or the reliability of these sources. If you find discrepancies in this report, please contact your Investment Professional. © 2007 NetExchange, Ait Rights Reserved. hops:Ihvwvv2.netYpro.com/czi/inet/prosearch.trn 9!? ;,'2~p9 ~`etExchan~~e - I-Ioldin~~s -Vale ~~ion 6~'"' l'a~~e I of rt 2 ~~~~~~ 1~'~_ ~v ~ ~~~. tr'~~IZzI°~ II I( Hoidings - Valua 'on q~ (~ printed by P5VRSHMI as of 09123/2009 at 1 1TEST~-,.~ ~N~.nt (I, ~,j_, ro J„ ~~l/r~~~~ Account: 5HT106762, FRANCES M ~ ff.~7 ;r \ ~xOlfllri F.uh GU( VI Name of IP: MAYNARD WAYNE NEFF ` j Select: Positions and quotes as of previous day Base Currency: USD jj t .it...P,_C'P'~ c.!'.,.r x,L1:Jfl ..tlUAs i;t~( :,~°"t C;= :1k'C;. ~jll.J~: V~'1E;7'i1t t '~~?:' t ., ' r J:jR J'~s!,Sk~ s-;~, Fitz ,f: i '~Y FEDERATED CAPITAL 77105.1700 0.0000 MONEY FUND CASH RESERVES ALLY BK MIDVALE UTAH CTF DEP ACT/365 0.700% 37000 99.8090 CD CASH U 06!25!10 B!E DTD 09/25/09 N/C DELAWARE TAX FREE 21160.0730 PENNSYLVANIA FD CL A DELAWARE LARGE 8.0600 MUTUAL FUND CASH CAP VALUE FUND 2588.3190 12.5600 MUTUAL FUND CASH CLASS A MFS PENNSYLVANIA 11041.8110 10.1000 MUTUAL FUND CASH MUNICIPAL BOND FUND CLASS A VAN KAMPEN PENNSYLVANIA 10366.8910 15.7700 MUTUAL FUND CASH TAX FREE INCOME CL A Long 77,105.17 77.105.17 USD N// AJ`' t ,q t_c'n Long 36,929.33 36,929.33 US~ Staff G,DDD Long 170,550.19 170,550.19 USD Sta G,DDD Long 32,509.29 32,509.29 USD Sty t.l~.-°o ~b}.ey ~~ /os .~ G,DOD Long 111,522.29 111,522.29 USD ~t<--------' _- ~~ y~`~( _.~-~ G,DDD Long 163,485.87 163,485.87 USD Memo: F - On Loan, G - Seg Quantity, K -Safe Keeping, L -Legal Transfer, N -Non-negotiable in Transit, P -Pending Transfer, R - Reorganization, S -Stock Split, T -Transfer, U -Unsettled Trade, X -Pending Paper, C -Cash Dividend, D -Dividend Reinvest This report is a service from your Investment Professional, not a substitute for your account statements and confirmations. This report is prepared as of trade date rather than settlement date and may be prepared on a different date than your statement. This report uses information from sources that Pershing believes to be reliable, but Pershing cannot guarantee the accuracy of this information or the reliability of these sources. If you find discrepancies in this report, p-ease contact your Investment Professional. © 2007 NetExchange, All Rights Reserved. hrtps:/hvww?.t~etxpro.corn/cgi/inetlprosearch.trn 9l23l20Q9 " JACKSON LAW FIRM December 21, 2009 Register of Wills - Cumberland County 1 Courthouse Square Carlisle PA 17013-3387 RE: Frances M. Eckenrode ,deceased SS# 311-09-2530 Filing Fee Inheritance Tax Return Dear Sirs: rv c ~ ~ -.~,a ~~ ~~ ~ ~i ~;~ ~ ~~ ~'2:s ~ ~ N ~ r- ~_T EI~~~ _._. ...i 7 ~:_ _ ~ W ny~ '", ` ` .-.-~ T ~ 1 f a~ Please find enclosed the PA 1500 for the trust of Frances M. Eckenrode and the payment of the inheritance tax due on the estate. Included is a filing fee for $15.00. Mrs. Eckenrode, formerly a resident of Cumberland County, died on 9/22!2009. Sincerely, Faith D. Henry, Paralegal to Aaron C. Jackson, Esq. Enclosure: PA-1500 and filing fee. 4076 Market Streec, Suite 206 Camp Hill, PA 17011 phone (717) 761-3535 fax (717) 761-3554