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HomeMy WebLinkAbout05-25-10REV-1500 EX (06-05) PA Department of Revenue Bureau of Individual Taxes PO BOX 280601 Harrisburg, PA 17128-0601 1,50560411,58 OFFICIAL USE ONLY County Code Year File Number INHERITANCE TAX RETURN 2 0 10 0 0 3 7 6 RESIDENT DECEDENT ENTER DECEDENT INFORMATION BELOW Social Security Number Date of Death 487-32- 3159 03202010 Decedent's Last Name Suffix BROWN (If Applicable) Enter Surviving Spouse's Information Below Spouse's Last Name Suffix Spouse's Social Security Number FILL IN APPROPRIATE BOXES BELOW a 1. Original Return ^ 4. Limited Estate 6. Decedent Died Testate (Attach Copy of Will) ^ 9. Litigation Proceeds Received Date of Birth Decedent's First Name M I JEANNETTE R Spouse's First Name M I THIS RETURN MUST BE FILED IN DUPLICATE WITH THE REGISTER OF WILLS ^ 2. Supplemental Return ^ 4a. 7. ^ 10. Future Interest Compromise (date of death after 12-12-82) Decedent Maintained a Living Trust (Attach Copy of Trust) Spousal Poverty Credit (date of death between 12-31-91 and 1-1-95) ^ 3. Remainder Return (date of death prior to 12-13-82) ^ 5. Federal Estate Tax Return Required ~ 8. Total Number of Safe Deposit Boxes ^ 11. Election to tax under Sec. 9113(A) (Attach Sch. O) CORRESPONDENT - THIS SECTION MUST BE COMPLETED. ALL CORRESPONDENCE AND CONFIDENTIAL TAX INFORMATION SHOULD BE DIRECTED TO: Name Daytime Telephone NumbE:r JOHN D • SHERIDAN, ESQ • 71,7-540-91,70 Firm Name (If Applicable) SERRATELLI, SCHIFFMAN, BROWN & CALHOON, PC First line of address 2080 LINGLESTOWN ROAD, SUITE 201 Second line of address City or Post Office HARRISBURG State ZIP Code PA 1,71,10 REGISTER WILLS USE ~ Y ~ °' ~, [;~ r- f...F -, C' ' ~ ~ - j- r t_ ~ ~ ~ ~ a 4 . ~ . _ .~..k ~~~..... "~' E .~ ~ s T FILED .: .y .,., correspondent's a-mail address: J S H E R D I A N a0 S S B C -LAW • C O M Under penalties of perjury, I declare that I have examined this return, including accompanying schedules and statements, and to the best of my knowledge and belief, it i ~ rue, correct and complete. Declaration of preparer other than the personal representative is based on all information of which preparer has any knowledge. NWA LISLE, P 7015 PLEASE USE ORIGINAL FORM ONLY Side 1 15 0 5 6 0 4115 8 6M4647 3.000 PA 1556041158 ~\ Estate of JEANNETTE R. BROWN Executors (Page 1) Name Barbara J. Leonard Address 20 PENNWAY DRIVE 48'7-32-3159 CARLISLE, PA 17015- Tax ID 177-42-4432 15056042159 REV-1500 EX Decedent's Named R O W N J E A N T T Decedent's Social Security Number 487-32-3],59 E R RECAPITULATION 1. Real estate (Schedule A) 1. 0 • O 0 2. Stocks and Bonds (Schedule B) . 2. 0 • 0 O 3. Closely Held Corporation, Partnership or Sole-Proprietorship (Schedule C) . 3. O . 0 0 4. Mortgages & Notes Receivable (Schedule D). 4. O • 0 0 5. Cash, Bank Deposits & Miscellaneous Personal Property (Schedule E) . 5. 5 7 O O • O 0 6. Jointly Owned Property (Schedule F) ~ Separate Billing Requested 6. 0 • 0 0 7. Inter-Vivos Transfers & Miscellaneous Non-Probate Property (Schedule G) ~ Separate Billing Requested 7. 7 2 8 9 4 8.0 0 8. Total Gross Assets (total Lines 1-7). 8. 7 3 4 6 4 8.0 0 9. Funeral Expenses & Administrative Costs (Schedule H) . 9. 5 8 8 8 2.O 0 10. Debts of Decedent, Mortgage Liabilities, 8~ Liens (Schedule I). 10. 714.0 0 11. Total Deductions (total Lines 9 & 10) . 11. 5 9 5 9 6 • 0 0 12. Net Value of Estate (Line 8 minus Line 11) 12. 6 7 5 0 5 2. 0 0 13. Charitable and Governmental Bequests/Sec 9113 Trusts for which an election to tax has not been made (Schedule J) . 13. 0 • O O 14. Net Value Subject to Tax (Line 12 minus Line 13) 14. 6 7 5 0 5 2.0 0 TAX COMPUTATION -SEE INSTRUCTIONS FOR APPLICABLE RATES 15. Amount of Line 14 taxable at the spousal tax rate, or transfers under Sec. 9116 (a)(1.2) x .off 0.0 0 15. 0.0 0 16. Amount of Line 14 taxable at lineal ratex.o~5 675052.00 16. 30377.00 17. Amount of Line 14 taxable at sibling rate X .12 0. 0 0 17• 0. 0 0 18. Amount of Line 14 taxable at collateral rate X .15 0. 0 0 18• 0. 0 0 19. TAX DUE 19. 30077 • 00 20. FILL IN THE BOX IF YOU ARE REQUESTING A REFUND OF AN OVERPAYMENT Side 2 15056042159 sMasasz.ooo 15056042159 J REV-1500 EX Page 3 Decedent's Comnlptp Aridrpcc~ File Number ~n ~ n nnn^ir u V J 1 V DECEDENTS NAME R T R STREET ADDRESS CITY CAR IS E STATE ZIP Tax Payments and Credits: 1. Tax Due (Page 2 Line 19) (1) ~ 0 3 7 7 • 0 0 2. Credits/Payments A. Spousal Poverty Credit 0 • 0 0 B. Prior Payments 2 8 8 5 8. 0 0 C. Discount 1519.0 0 Total Credits (A+B+C) (2) 30377.00 3. Interest/Penalty if applicable D. Interest 0 . 0 0 E. Penalty 0 . 0 0 Total Interest/Penalty (D + E) (3) [] . 0 0 4. If Line 2 is greater than Line 1 + Line 3, enter the difference. This is the OVERPAYMENT. Fill in box on Page 2, Line 20 to request a refund. (4) 0 • 0 0 5. If Line 1 + Line 3 is greater than Line 2, enter the difference. This is the TAX DUE. (5) 0 • 0 0 A. Enter the interest on the tax due. (5A) 0 • 0 0 B. Enter the total of Line 5 + 5A. This is the BALANCE DUE. (56) 0 • 0 0 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; 0 ~~ b. retain the right to designate who shall use the property transferred or its income; 0 ~~ c. retain a reversionary interest; or . ~ ~~ d. receive the promise for life of either payments, benefits or care? 0 ~~ 2. If death occurred after December 12, 1982, did decedent transfer property within one ear of death y without receiving adequate consideration? . ~ ~~ 3. Did decedent own an "in trust for" or payable upon death bank account or security at his or her death? ^ C~ 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 [72 P.S. X9116 (a) (1.1) (i)J. 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)J. The statute does not exempt a transfer to a surviving spouse from tax, and the statutory requirements for disclosure of assets and filing a tax return are still applicable even if the surviving spouse is the only beneficiary. For dates of death on or after July 1, 2000: The tax rate imposed on the net value of transfers from a deceased child twenty-one years of age or younger at death to or for 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)J. 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)]. Asibling is defined, under Section 9102, as an individual who has at least one parent in common with the decedent, whether by blood or adoption. 6M4671 1.000 REV-1508 EX+ (8-98) COMMONWEALTH OF PENNSYLVANIA INHERITANCE TAX RETURN RESIDENT DECEDENT SCHEDULE E CASH, BANK DEPOSITS, & MISC. PERSONAL PROPERTY ESTATE OF FILE NUMBER JEANNETTE R. BROWN 20 10 00376 Include the proceeds of litigation and the date the proceeds were received by the estate. 3w48AD 1.000 (If more space is needed, insert additional sheets of the same size) REV-1509 EX + (6-98) SCHEDULE F COMMONWEALTH OF PENNSYLVANIA I JOINTLY-OWNED PROPERTY INHERfTANCE TAX RETURN RESIDENT DECEDENT tJlAlt VI- FILE NUMBER JEANNETTE R. BROWN 20 10 00376 If an asset was made joint within one year of the decedent's date of death, it must be reported on Schedule G. SURVNINGJOINTTENANT(S) NAME JOINTLY-0WNED PROPERTY: RELATIONSHIP TO DECEDENT ~~ NUMBER LETTER FOR JOIN TENANT DATE MADE JOINT DESCRIPTION OF PROPERTY INCLUDE NAME OF FINANCIAL INSTITUTION AND BANK ACCOUNT NUMBER OR SIMILAR IDENTIFYING NUMBER. ATTACH DEED FOR JOINTLY-HELD REAL ESTATE. DATE OF DEATH VALUE OF ASSET % OF DECD'S INTEREST DATE OF DEATH VALUE OF DECEDENTS INTEREST None TOTA (Alan Pntar nn line ~ Rara itulation) ~ $ 0 (If more space is needed, insert additional sheets of the same size) 3W46AE 1.000 REV-1510 EX + (08-09) pennsylvania DEPARTMENT OF REVENUE INHERITANCE TAX RETURN RESIDENT DECEDENT SCHEDULE G INTER-VIVOS TRANSFERS AND MISC. NON-PROBATE PROPERTY ESTATE OF FILE NUMBER JEANNETTE R. BROWN 20 10 00376 This schedule must be completed and filed if the answer to any of questions 1 through 4 on page three of the REV-1500 is yes. ITEM NUMBE DESCRIPTION OF PROPERTY INCLlOETHEN4MEOFTHETRANSFEREE,THEIRRELATIONSHIPTODECEDENTANO rNEDATEOFTRANSFERATTAgiAC.OPY OF THE DEED FOR REAL ESTATE. DATE OF DEATH VALUE OF ASSET %OFDECD'S INTEREST EXCLUSION IF APPLICABLE TAXABLE VALUE 1. 106.548 Shares 3M (PNC Trust Acct. #4277-2297) 8,770 100.0000 0 8,770 2 1,236 Shares AT&T (PNC Trust Acct. #4277-2297) 32,976 100.0000 0 32,976 3 8,964.039 Units Oppenheimer PA Municipal (PNC Trust Acct. #4277-2297) 96,005 100.0000 0 96,005 4 5,000 Shares PNC Financial Services (PNC Trust Acct. #4277-2297) 297,400 100.0000 0 297,400 5 1,889 Shares Exxon Mobile Corp. (PNC Trust Acct. #4277-2297) 126,487 100.0000 0 126,487 6 106.39 Shares Johnson & Johnson (PNC Trust Acct. #4277-2297) 6,936 100.0000 0 6,936 7 113.508 Shares Merck & Company Inc (PNC Trust Acct. #4277-2297) 4,363 100.0000 0 4,363 8 PNC Checking (Trust Acct #5005161404) Represents Date of Death Value of $19,304.53 less check written before death but not cleared until after death) 3,305 100.0000 0 3,305 Total from continuation sched les 152,706 TOTAL (Also enter on line 7, Recapitulation) $ 728,948 If more space is needed, use additional sheets of paper of the same size. 9W46AF 2.000 Estate of: JEANNETTE R. BROWN Schedule G (Page 2) Item DOD Value ~o. Description of Asset ~ Interest Exclusion 9 PNC Savings (Trust Account #5005283612) 10 PNC Money Market Acct (PNC Trust Acct. #4277-2297) 11 Gifts of Cash within a year of death to Barbara Leonard, Daughter, Dates of Transfer: 12/31/2009; 3/2/2010; & 3/20/2010 2 100.0000 125,704 100.0000 30,000 100.0000 0 0 3,000 20 10 00376 Taxable Value 2 125,704 27,000 Total (Carry forward to main schedule) 152,706 REV-1511 EX+ (10-09) pennsylvania SCHEDULE H DEPARTIvENTOF REVENUE FUNERAL EXPENSES AND INHERITANCE TAX RETURN ADMINISTRATIVE COSTS RESIDENT DECEDENT ESTATE OF FILE NUMBER JEANNETTE R. BROWN 20 10 00376 Decedent's debts must be reported on Schedule I. ITEM NUMBER DESCRIPTION AMOUNT A. FUNERAL EXPENSES: ~. Malpezzi Funeral Home 4,793 B. 1 Total from continuation schedules ~ 482 ADMINISTRATIVE COSTS: Personal Representative Commissions: Name(s) of Personal Representative(s) Street Address City Year(s) Commission Paid: State ZIP 2. Attorney Fees: 7 , 5 0 0 3. Family Exemption: (If decedent's address is not the same as claimant's, attach explanation.) 3 , 500 Claimant Barbara J. Leonard Street Address 20 Pennway Drive City Carlisle State PA ZIP 17015 Relationship of Claimant to Decedent DAUGHTER 4. Probate Fees: 109 5. Accountant Fees: 6. Tax Return Preparer Fees: 7. 1 The Sentinel 81 2 Cumberland Law Journal 75 Total from continuation schedules I 42,342 TOTAL (Also enter on Line 9 Recapitulation) ~ $ 58 , 882 9W46AG 1.010 If more space is needed, add additional sheets of paper of the same size. Estate of: JEANNETTE R. BROWN Schedule H Part 1 (Page 2) Item No. Description 2 Harper's Ferry Tavern (Funeral Luncheon) 20 10 00376 Amount 482 Total (Carry forward to main schedule) 482 Estate of: JEANNETTE R. BROWN Schedule H Part 7 (Page 2) 3 Barbara J. Leonard Trustee Fee (701,949 @6~ _ $42,117) 4 Sam Botte, CPA (Preparation of 2009 Federal and State Income Tax Returns) 20 10 00376 42,117 225 Total (Carry forward to main schedule) 42,342 REV-1512 EX+ (12-08) pennsylvania DEPARTNENTOF REVENUE INHERITANCE TAX RETURN RESIDENT DECEDENT SCHEDULEI DEBTS OF DECEDENT, MORTGAGE LIABILITIES & LIENS ESTATE OF FILE NUMBER JEANNETTE R. BROWN 20 10 00376 Report debts incurred by the decedent prior to death that remained unpaid at the date of death, including unreimbursed medical expenses. 8W46AH 2.000 If more space is needed, insert additional sheets of the same size. REV-1513 EX+(11-08) SCHEDULE J pennsylvania DEPARTMENTOF REVENUE BENEFICIARIES INHERITANCE TAX RETURN RESIDENT DECEDENT is i A i t ~r FILE NUMBER TT 71 171TT7 Rf R\T T w w Ar_w7 ~~euva~r.i t~ sue. res~v~niv 20 1 0 00376 RELATIONSHIP TO DECEDENT AMOUNT OR SHARE NUMBER NAME AND ADDRESS OF PERSON(S) RECEIVING PROPERTY Do Not List Trustee(s) OF ESTATE i TAXABLE DISTRIBUTIONS [include outright spousal distributions, and transfers under Sec. 2116 (a) (1.2).] 1. Jeffrey Brown PO Box 3829 Jackson, WY 83001 1,000 Shares PNC Financial Services (PNC Trust Acct. #4277-2297) Inventory Value: 59,480 505 of Residue: 163,826 Son 223,306 ENTER DOLLAR AMOUNTS FOR DISTRIBU110NS SHOWN ABOVE ON LINES 15 THROUGH 1 8 OF REV-1500 COVER SHEET, AS APP ROPRIATE. i[ NON-TAXABLE DISTRIBUTIONS: A. SPOUSAL DISTRIBUTIONS UNDER SECTION 2113 FOR W HICH AN ELECTION TO TAX IS NOT TAKEN 1. B. CHARITABLE AND GOVERNMENTAL DISTRIBUTIONS 1. TOTAL OF PART II -ENTER TOTAL NON-TAXABLE DISTRIBUTIONS ON LINE 13 OF REV-1500 COVER SHEET. $ 0 awasAi 2.000 ~~ ~~~~~G Pace is neeaea, insert aaaitionai sneers or the same size. Estate of: JEANNETTE R. BROWN Schedule J Part 1 (Page 2) Item No. Description 2 Barbara J. Leonard 20 Pennway Drive Carlisle, PA 17015 1,000 Shares PNC Financial Services (PNC Trust Acct. #4277-2297) Inventory Value: 59,480 50~ of Residue: 163,826 3 Steven Singiser, Jr. 609 Alison Avenue Mechanicsburg, PA 17055 1,000 Shares PNC Financial Services (PNC Trust Acct. #4277-2297) Inventory Value: 59,480 4 Jason Singiser 190 Shelton Road, Apt. 164 Madison, AL 35758 1,000 Shares PNC Financial Services (PNC Trust Acct. #4277-2297) Inventory Value: 59,480 5 Keaton Brown c/o Jeffrey Brown PO Box 3829 Jackson, WY 83001 1,000 Shares PNC Financial Services (PNC Trust Acct. #4277-2297) Inventory Value: 59,480 6 Sandy Dunlevy (Brown in Will) PO Box 3829 Jackson, WY 83001 General Bequests: 10,000 Relation Daughter Grandson Grandson Grandson Daughter-in-law 20 10 00376 Amount 223,306 59,480 59,480 59,480 10,000 Estate of: JEANNETTE R. BROWN Schedule J Part 1 (Page 3) Item No. Description 7 Barry Leonard 20 Pennway Drive Carlisle, PA 17015 General Bequests: 10,000 8 Dakota Singiser c/o Jason Singiser 190 Shelton Road, Apt. 164 Madison, AL 35758 Cash 15,000 9 Mackenzie Singiser c/o Jason Singiser 190 Shelton Road, Apt. 164 Madison, AL 35758 Relation Son-in-law Great Grandchild 20 10 00376 Amount 10,000 15,000 Cash 15,000 Great Grandchild 15,000 LAST WILL AND TESTAMENT OF JEANNETTE R. BROWN John D. Sheridan, Esquire SERR.A.TELLI, SCHIFFMAN, BROWN & CALHOON, P.C. 2080 Linglestown Road Suite 201 Harrisburg, PA 17110 (717) 540-9170 Tel. (717) 540-5481 Fax Table of Contents ARTICLE I Powers of Appointment .............................................................................................. 1 ARTICLE II Residue ...................................................................................................................... 1 ARTICLE III Payment of Death Taxes .......................................................................................... 1 .............. 2 ........:.................................... ARTICLE IV Fiducianes ............... • • • • • • • .............................. . ........................... ARTICLEVDefinitionsandMiscellaneousProvisions ••••••••••••••••••••~•••••••••••••••~ ARTICLE VI Savings Clause .......................................................................................................... 6 .................................................................................................. ARTICLE VII Captions ""••••~'•••'~~ 6 LAST WILL AND TESTAMENT OF JEANNETTE R. BROWN I, Jeannette R. Brown of Cumberland County, Pennsylvania, revoke any prior Wills and Codicils and declare this to be my Will. ARTICLE I Powers of Appointment I declare that I do not by this Will intend to exercise any power of appointment. ARTICLE II Residue I give my Residuary Estate, real and personal, to Jeannette R.. Brown hiving Trust dated ~~~~.5; ,sometimes referred to as "the Trust Agreement") that I have signed before signing this Will, to be disposed of as provided in the Trust Agreement, including any amendments to it signed before today, today or after today. If this gift is ineffective but the terms of the Trust may be incorporated into this Will or otherwise carved out under this Will, then (i} I hereby appoint the Trustee under the Trust Agreement to be. Trustee under this Will; (ii) I incorporate the provisions of the Trust Agreement into this Will; (iii) I give my Residuary Estate to the Trustee under this Will; and (iv) I direct that the residue of my estate shall be disposed of in the manner provided in the Trust Agreement but with the trusts thereby set forth treated as trusts under this Will. I direct my Executor to follow any instructions contained in the Trust Agreement in making any tax election, including, but not limited to, the allocation of my GST Exemption. ARTICLE III Payment of Death Taxes A. All from Residue. All estate, inheritance, legacy, succession, generation- skipping, or other wealth transfer taxes (other than any additional estate tax imposed by Code Secs. 2031(c)(5)(C), 2032A(c) or 2057(f), any generation-skipping transfer tax on any generation-skipping transfer other than a direct skip or any comparable tax imposed by any other taxing authority) that result from my death and that are imposed by any domestic or foreign -1- taxing authority with respect to all property taxable by reason of my death, together with interest and penalties on those taxes, shall be charged against and paid without apportionment out of the residue of my estate as an administration expense. B. Reference to Code. I hereby make specific reference to Code Sec. 2207A (concerning tax on QTIP property), Code Sec. 2207B (concerning tax on property included under Code Sec. 2036) and Code Sec. 2603(b) (concerning the generation-skipping transfer tax under Chapter 13) and to corresponding provisions of state law, and I direct that they shall apply to the extent they are consistent with the above and shall not apply to the extent they are inconsistent with the above. ARTICLE IV Fiduciaries A. Initial Executor Appointments. 1. I appoint Barbara J. Leonard to be the Executor of this Will. 2. Multiple Executors, whether named by me or by another Executor, shall serve together and each may serve even if one or more of them shall fail or cease to serve for any reason. B. Successor Executors. 1. I appoint Jeffrey C. Brown to be the Successor Executor if and when all persons (including any corporation) I have previously named shall fail to qualify or cease to act. 2. Any reference to "Executor" includes any successor, unless otherwise expressly indicated. C. Additional Provisions Regarding Changes in Fiduciaries. 1. Any Executor may resign at any time without court approval, whether or not a successor has been appointed. 2. Each individual Executor (including successors) shall have the right to appoint a successor individual Executor by an instrument in writing, such appointment to take effect upon the death, resignation or incapacity of the appointing Executor. An appointment may be changed or revoked until it takes effect. -2- 3. The individuals (and any corporation) acting as my Executor may at any time acting unanimously by written instrument appoint either (i) an individual or (ii) a corporation with fiduciary powers as a Co-Executor. 4. If the office of an Executor is vacant and no successor takes office pursuant to any other provision of this Will, either (i) an individual or (ii) a corporation with fiduciary powers may be appointed as an Executor by a majority of my adult descendants then living and competent (or, if none, the guardian or similar fiduciary of the then-living eldest descendant of mine). 5. An executor may be appointed pursuant to this Article for a limited purpose or to hold only specified powers. D. Accountings and Other Proceedings. 1. I direct that my estate be subject to independent administration with as little court supervision as the applicable state law allows. My Executor shall not be required to render to any court annual or other periodic accounts, or any inventory, appraisal, or other returns or reports, except as required by applicable state law. My Executor shall take such action for the settlement or approval of accounts at such times and before such courts or without court proceedings as my Executor shall determine. My Executor shall pay the costs and expenses of any such action or proceeding, including (but not limited to) the compensation and expenses of attorneys and guardians, out of the property of my estate. 2. I direct that in any proceeding relating to my estate, service upon any person under a legal disability need not be made when another person not under a disability is a party to the proceeding and has the same interest as the person under the disability. The person under the disability shall nevertheless be bound by the results of the proceeding. The same rule shall apply to non judicial settlements, releases, exonerations and indemnities. E. Waiver of Bond. No Executor shall be required to give bond or other security in any jurisdiction and, if despite this exoneration, a bond is nevertheless required, no sureties shall be required. F. Governing Law and Trustee Powers. My Executor may, without prior authority from any court, exercise all powers conferred by this Will or the Trust Agreement or by common law or by any fiduciary powers act or other statute of the Commonwealth of Pennsylvania or any other jurisdiction whose law applies to this Will or the Trust Agreement. -3- My Executor shall have sole and absolute discretion in exercising these powers. Except as specifically limited by this Will, these powers shall extend to all property held by my Executor until the actual distribution of the property. The powers of my Executor shall include the following powers: 1. Qualification of Eligible Property. My Executor may determine whether and to what extent to elect to qualify any eligible property for the Federal or state marital deduction, even though an Executor may have an interest affected by the election. 2. Distributions to Minor Beneficiaries. My Executor may distribute any of my estate to a beneficiary under twenty-one (21) years of age by distribution to any appropriate person (who may be an Executor) chosen by my Executor as custodian under any appropriate Uniform Transfers (or Gifts) to Minors Act, to be held for the maximum period of time allowed by Iaw. My Executor may also sell any asset that cannot be held. under this custodianship and invest the sales proceeds in assets that can be so held. G. Additional General Provisions Regarding Fiduciaries. 1. Except to the extent, if any, specifically provided otherwise i.n this Will, references to my Executor shall, in their application to my estate, refer to all those from time to time acting as Executor and, if more than two Executor are eligible to act on a given matter, they shall act by majority. 2. An Individual Executor shall receive compensation in accordance with the law of the Commonwealth of Pennsylvania in effect at the time of payment, unless t:he Executor waives compensation; provided that my descendants shall serve without compensation. A corporate Executor shall be compensated by agreement with the individual Executor or, in the absence of such agreement or if there is no individual Executor, in accordance with its fee schedule as in effect at the time of payment. I authorize a corporate Executor to charge additional fees for services it provides to my estate that are not comprised within its duties as an Executor; for example, a fee charged by a mutual fund it administers in which my estate invests, a fee for providing an appraisal or a fee for providing corporate finance or investment banking services. I also recognize that a corporate Executor may charge separately for some services comprised within its duties as an Executor; for example, a separate fee for investing cash balances or preparing tax returns. Such separate charges shall not be treated as improper or excessive merely because they are in addition to a basic fee in calculating total compensation for -4- service as an Executor. The collection by my Executor of insurance proceeds and retirement benefits payable to my estate shall not be subject to Executor's compensation. 3. No Executor shall be liable to anyone for anything done or not done by any other Executor or any beneficiary. 4. The fact that an Executor is active in the investment business shall not be deemed a conflict of interest, and purchases and sales of investments may be made through a corporate Executor or through any firm of which a corporate or individual Executor is a partner, member, shareholder, proprietor, associate, employee, owner, subsidiary, affiliate or the like. Property of my estate may be invested in individual securities, mutual funds, partnerships, private placements or other forms of investment promoted, underwritten, managed o:r advised by an Executor or such a firm. 5. The fact that an Executor (or a firm of which an Executor is a member or with which an Executor is otherwise affiliated) renders legal or other professional services to my estate shall not be deemed a conflict of interest, and my Executor may pay fees for such services to such Executor or firm without prior approval of any court or any beneficiary, whether or not there is a Co-Executor to approve such payment. An attorney or other Executor who also renders professional services shall receive full compensation for both services as an Executor and the professional services rendered, except as specifically limited by law. 6. Any Executor may delegate to a Co-Executor any power held by the delegating Executor, but only if the Co-Executor is authorized to exercise the power delegated. A delegation may be revocable but, while it is in effect, the delegating Executor shall have no responsibility concerning the exercise of the delegated power. ARTICLE V Definitions and Miscellaneous Provisions The following definitions and miscellaneous provisions shall apply under this Will: A. Children and Descendants. References to "children" and "descendants" shall include children and descendants whenever born. B. Code and Regulations. References to the "Internal Revenue Code" or "Code" or to pro~Tisions thereof are to the Internal Revenue Code of 1986, as amended at: the time in question. References to the "Regulations" and "Regs." are to the Regulations under the Code. If, -5- by the time in question, a particular provision of the Code has been renumbered, or the Code has been superseded by a subsequent Federal tax law, the reference shall be deemed to be to the renumbered provision or the corresponding provision of the subsequent law, unless to do so would clearly be contrary to my intent as expressed in this Will. A similar rule shall apply to references to the Regulations. ARTICLE VI Savings Clause Should any of the provisions or directions of this Will fail or be held ineffectual or invalid for any reason, it is my desire that no other portion or provision of this Will be invalidated, impaired or affected thereby, but that this Will be construed as if such invalid provision or direction had not been contained therein. ARTICLE VII Captions The captions used in this Will are inserted only as a matter of convenience and for reference and in no way define, limit or describe the scope of this Will or the intent of any provision therein. -6- SELF-PROVING AFFIDAVIT (Contemporaneous) We, Jeannette R. Brown, ~ _ and ~`..c~~r,r, ~ ~ ~~ ~ ,the Testatrix and the witnesses, respectively, whose n es are subscribe to the fo egoing instrument, being first duly sworn, do hereby declare to the undersigned authority that Jeannette R. Brown signed and executed the instrument as her Last Will and Testament and that she had signed willingly and that she executed it as her free and voluntary act for the purposes therein expressed, and that each of the witnesses, in the presence and hearing of Jeannette R. Brown, signed the Last Will and Testament as witness and that to the best of each such witness's knowledge Jeannette R. Brown was at that time eighteen (18) or more years of age, of sound mind, and under no constraint or undue influence. ~~~-~`cc..~ ~c~/ Jeann tte R. Brown Signature of Witness Ct.~'1(~C. ~Li Name of Witness ~~ .._ ~. ature of ess 1c m ~ ~, Name of Wi ess Subscribed, sworn to and acknowledged before me by Jeannette R. Bro ,the Testatrix, and subscribed and sworn to b for me by Q ' ~ and `~1I1,11~ >~ ~'~L~ ,witnesses, this 5 U~ (SEAL} NOTARIAL SEAL LISA A. CONWAY, NOTARY PUBLIC SUSQUEHANNA TWP., DAUPHIN COlil\TY MY COMIJIISSION EXPIRES R~IARCH 24 20Q7_ ~i~~~~ Notary Public V Print Name of Notary J IvIy Commission Exrires: 3 ~='~, 0 ~" -8- IN WITNESS WHEREOF, I have hereunto subscribed my name on ~ ~~ Je ~~ ette R. Brown Signed, sealed, published and declared by Jeannette R. Brown, the Testatrix above named, as and for her Last Will and Testament, in our presence, and we, in her presence, and in the presence of each other, have hereunto subscribed our names as witnesses on Signature of Witness ~~~ s~ Name of Witness ~.. , C`~re of 't ess ~~..m m C ~ ; -~ Name of Wi ness -7- AMENDMENT TO REVOCABLE TRUST OF JEANETTE R. BROWN ~~~~ THIS AMENDMENT TO REVOCABLE TRUST OF JEANETTE R. BROWN dated the ~p`~ day of v ~ , 2009; between Jeanette R. Brown of Cumberland County, Pennsylvania (the "Settlor"); and Jeanette R. Brown, (the "Trustee"). WHEREAS, the Settlor executed the Revocable Trust of Jeanette R. Brown ors December 15, 2006 (the "Agreement of Trust"}; XIII.A; WHEREAS, the Settlor reserved the right to amend the Agreement of Trust, at: Article WHEREAS, the Settlor now wishes to exercise this reserved power and to amend Article Vi, of the Agreement of Trus#; and WHEREAS, the Trustee is willing to continue to hold the trust funds and to discharge faithfully the fiduciary duties under this instrument. NOW, THEREFORE, the Settlor hereby amends the Agreement of Trust and the Trustee agrees to continue to hold and distribute the net funds according to -the terms of this instrument as most recently amended, as follows: 1 _ Article VI -Residue shall be amended and restated in full as follows: ARTICLE V! Distributions A. The Settlor wishes to make certain gifts to her relatives. Therefore, to the extent that the gifts named below are not satisfied out of her estate pursuant to her Last Will and Testament, the Settlor hereby directs such gifts shall be made out of the Revocable Trust of Jeanette R. Brown: 1. The Settlor gives and bequeaths 1,000 shares of PNC Bank stock, or its cash equivalent at the date of her death, to her son, Jeffrey Brown, if he survives her. 2. The Settlor gives and bequeaths 1,000 shares of PNC Bank stock, or its cash equivalent at the date of her death, to her daughter, Barbara Leonard, if she survives Settlor. 3. The Settlor gives and bequeaths 1,000 shares of PNC Bank stock; or its cash equivalent at the date of her death, to her grandson, Steven Singiser, if he survives her. 4. The Settlor gives and bequeaths 1,000 shares of PNC E3ank stock, or its cash equivalent at the date of her death, to her grandson, Jason Singiser, if he survives her. 5. The Settlor gives and bequeaths 1,000 shares of PNC Bank stock, or its cash equivalent at the date of her death, to her grandson, Keaton Brown, if he survives her: 6. The Settlor gives and bequeaths the sum of $10,000; to her daughter-in-law, Sandra Brown, if she survives Settlor. 7. The Settlor gives and bequeaths the sum of $10,000, to her son- in-law, Barry Leonard, if he survives her. 8. The Settlor gives and bequeaths the sum of $15,000, to her great= grandson, Dakota Singiser, if~he survives her, provided that it shall be held in a Uniform Transfers to Minors account with Barbara Leonard acting as the custodian. 9. The Settlor gives and bequeaths the sum of $15,000, to her great- granddaughter, Mackenzie Singiser, if she survives Settlor, provided that it shall be held in a Uniform Transfers to Minors account with Barbara Leonard acting as the custodian. B. The Settlor gives the Settlor's Residuary Trust Fund, which .shall be the amount of assets remaining after the distribution (if necessary) of the gifts listed above, to the Settlor's descendants who survive, the Settlor, per stirpes. As indicated above, the above-listed gifts shall only be made if these gifts are not accomplished through Settlor's Last Will and Testament out of assets from her probate estate. 2. !n all other respects, the Revocable Trust of Jeanette R. Brown shall remain the same. IN WITNESS WHEREaF, the Trustee and the Settlor have signed this Amendrnent to the Revocable Trust of Jeanette R. Brown, effective the day and year first above written, and executed by each of them as set forth below. WITNESS: `~\~ ~~~ S ETTLO R: . ~ F~ ; .~_.~ ; ,~, JE~ETTE R. BROWN ATTEST: TRUSTEE: JEEA~ ETTE R. BROWN 0 COMMONWEALTH OF PENNSYLVANIA COUNTY OF ,L}AUpt-1-~K1 ss: HEREBY CERTIFY that on this a20~day of _ ~©~f~rtg~r~ , 2009, before me, the subscriber, a Notary Public in and for the Commonwealth of Pennsylvania, personally appeared JEANETTE R. BROWN, Settlor, personally known to me (or proved to me on the basis of satisfactory evidence) to be the person whose name is subscribed to the foregoing in:>trument, and acknowledged that the foregoing instrument was executed by JEANETTE R. BROWN, as Settlor, for the purposes therein contained. WITNESS my hand and notarial seal. C--ti--t.~. (~1 . ~, N ary ublic (SEAL) COMMONW~I~.TW ~!" p~htN~YLV~1Nlf~ . Notarial Seal Carol A. Koppenhaver, Notary :Public City of Harrisburg, Dauphin County My Commission Expires March 18, 2012 REVOCABLE TRUST OF JEANNETTE R. BROWN John D. Sheridan, Esquire SERRA.TELLI, SCHIFFMAN, BROWN & CALHOON, P.C. 2080 Linglestown Road Suite 201 Harrisburg, PA 17110 (717) 540-9170 Tel. (717} 540-5481 Fax Table of Contents ........................................ t N T .................................. 1 ame ................. ....................... rus ARTICLE I • .......................... ............... formation I l II F ................................. 1 .......................... n anu y ARTICLE ARTICLE III Trust Provisions During Lifetime ........................................... ................................. 1 ..................................... After Death t P ................................. 2 ........................ s aymen ARTICLE IV ...................................... ert sonal Pro P ibl ................................. 3 y ................ p er e ARTICLE V Tang ................................... d ........................... 4 ...... ue ................................................. ARTICLE VI Resi ARTICLE VII Takers of Last Resort ............................................................. ................................. 4 4 ............................... ARTICLE VIII Maximum Duration for Trusts ......... ....................... f Death Taxes t X P ................................. •••••••••••••••••••-••••-•• 5 ................ o aymen ARTICLE I ...................... . t T 5 . ........................................... ees rus ARTICLE X ARTICLE XI Definitions and Miscellaneous Provisions .............................. ............................... 12 ARTICLE XII Manifestation of Trustee's Actions ........................................ ................................ 14 ARTICLE XIII Revocability of Trust & Rights Reserved ............................ ................,............... 15 ARTICLE XIV Savings Clause .................................................................... ................................ 15 15 ARTICLE XV Captions ................................................................................ ................................ REVOCABLE TRUST OF ,TEA-NNETTE R. BROWN THIS IS A TRUST AGREEMENT dated ~~~' ~°~t ~~'~ ~ f 206, between Jeannette R. Brown of Cumberland County, Pennsylvania (the "Settlor") and the Settlor, as Trustee (the "Trustee"). WHEREAS, the Settlor desires to create a trust, and the Trustee is willing to accept the trust hereby created; NOW, THEREFORE, the Settlor intends to transfer the property to the Trustee, iri trust, and the Trustee agrees to accept the property and to hold, manage and distribute the property under the terms of this Agreement. ARTICLE I Trust Name This Agreement and the trusts hereunder may be referred to as Revocable .Trust of Signer. ARTICLE II Family Information The Settlor's children born before the date of this Agreement are Jeffey C. Brown and Barbara J. Leonard. ARTICLE III Trust Provisions During Lifetime During the Settlor's life, any property held under this Agreement shall be referred to as the "Trust Estate" and disposed of as follows: A. Distributions. The Trustee shall distribute to the Settlor as much of the net income and principal of the Trust Estate as the Settlor may from time to time direct, in writing, and such additional amounts of net income or principal thereof as the Trustee may at any time and from time to time determine. B. Undistributed Income. Any net inco~~~e of the Trust Estate not so distributed shall be accumulated and annually added to principal. -1- C. Intention. The Trustee shall liberally distribute income and principal of the Trust Estate for the Settlor's benefit and the rights of the successor beneficiaries. hereunder shall be considered secondary. The Trust Estate is established to ensure that the best available care and support are provided to the Settlor to meet all lifetime needs. All assets of the Trust Estate are to be considered available for that purpose, and the Trustee shall at all times be guided by that purpose and intent. D. General Directions to Trustee. The Trustee shall make every effort to involve the Settlor in decision-making regarding both financial matters and personal care. rChe Trustee shall make every effort to determine the Settlor's wishes and make decisions that conform to them. If the Settlor is unable to make the Settlor's wishes known, the Trustee shall make decisions that the Trustee believes that the Settlor would make, bearing in mind that the least restrictive alternatives for living arrangements are desirable so that the Settlor may live with the greatest degree of dignity possible. The Trust Estate is to be used to provide the Settlor with the best available care and support for the Settlor during the Settlor's lifetime. ARTICLE IV Payments After Death Upon the Settlor's death, the Trustee shall dispose of all trust property, together with all property distributable to the Trustee as a result of the Settlor's death, whether under the Settlor's Will or otherwise (the "Trust Fund"), as follows: A. Pay Estate Obligations. If the Settlor's probate estate (excluding income) is insufficient to pay the Settlor's funeral expenses, all claims against the Settlor's probate estate and the expenses of administering the Settlor's probate estate, the Trustee shall make available to the Settlor's Executor under the Settlor's Will out of the Trust Fund (including by direct payment thereof as directed by the Settlor's Executor) such sums as the Settlor's Executor shall certify to be required to make good such insufficiency; provided if no such Executor is serving, then the Trustee is authorized to pay such debts and expenses directly without direction by the Settlor's Executor. Without limiting the foregoing, the Trustee is also authorized to pay or reimburse, in the manner set forth above, any reasonable and necessary costs of the Settlor's funeral (and related expenses) in excess of any limit thereon imposed by applicable stale or Federal lu :~. -2- B. Death Taxes. The Trustee shall pay any death taxes that result from the Settlor's death out of the Trust Fund in the manner provided below in the provisions governing payment of death taxes. C. Balance of Trust Fund. After the foregoing payments, the Trustee shall dispose of the balance of the Trust Fund in the manner provided below. ARTICLE V Tangible Personal Property A. Memorandum of Wishes. The Settlor may leave a writing disposing of some or all of the Settlor's tangible personal property. If the Settlor does so and the writing can be incorporated by reference into this Agreement or otherwise be legally binding, the Settlor directs that it be incorporated or followed and prevail over the disposition below in this Article. If the writing is not legally binding, the Settlor requests that the Settlor's wishes be followed. This provision shall apply whether the writing is executed before or after this Agreement. B. General Gift of Tangible Personal Property. The Settlor gives all the Settlor's tangible personal property held in the Trust Fund (other than items effectively disposed of above) as follows. The Trustee may sell any of the Settlor's tangible personal property that. the Trustee (excluding, however, any Trustee who is a child of the Settlor) may determine the Settlor would not wish to have preserved for the Settlor's children and shall add the proceeds of any such sale to the Trust Fund. The Settlor gives the balance of such property to those of the Settlor's children who survive the Settlor, to be divided among them as they may agree in as nearly equal shares as practicable or, in the absence of agreement, as the Trustee (excluding, however, any Trustee who is a child of the Settlor) shall determine. C. Tangible Personal Property. The term "tangible personal property" does not include personally held art, antiques, stamp and coin collections and other collectibles. Such term does not include property primarily held for investment purposes, nor does ii: include any property held for use in a trade or business, ordinary currency and cash or bullion. D. Gift Includes Insurance. A gift of property under this Article includes the Settlor's rights under any insurance policies related to such property or the proceeds of such policies. -3- E. Payment of Packing, Shipping and Delivery Expenses. The expense of packing, shipping, insuring and delivering tangible personal property to an individual under this Article at such individual's residence or place of business shall be paid by the Trustee as an administration expense. F. Survivorship. Except when the Settlor may have specifically provided otherwise, any gift to an individual under this Article shall take effect only if the individual survives the Settlor. ARTICLE VI Residue A. Descendants. The Settlor gives the Settlor's Residuary Trust Fund, real and personal, to the Settlor's descendants who survive the Settlor, per stirpes. ARTICLE VII Takers of Last Resort The Trustee shall distribute any .property that is not otherwise disposed of under this Agreement to the persons who would have inherited the Settlor's personal estate, and in the shares that they would have inherited it had the Settlor died a resident of the Commonwealth of Pennsylvania, unmarried and without a valid Will, on the date on which expires the interest of the last beneficiary of the property under this Agreement. ARTICLE VIII Maximum Duration for Trusts A. Maximum Duration for Trusts Defined. The Maximum Duration for Trusts shall end on the date twenty-one (21) years after the death of the last to die of the measuring lives described in the section below entitled "Measuring Lives". B. Measuring Lives. The measuring lives under the section above entitled "Maximum Duration for Trusts Defined" shall consist of those of the following individuals who are living at the time that the application of such rules limiting the maximum duration of trusts is deemed to begin: All of the Settlor's descendants and any surviving spouse of a descendant of the Settlor. -4- ARTICLE IX Payment of Death Tazes A. All from Residue. All estate, inheritance, legacy, succession, generation- skipping or other wealth transfer taxes (other than any additional estate tax imposed by Code Secs. 2031(c)(5)(C), 2032A(c) or 2057(f), any generation-skipping transfer tax on any generation-skipping transfer other than a direct skip or any comparable tax imposed by any other taxing authority) that result from the Settlor's death and that are imposed by any domestic or foreign taxing authority with respect to all property taxable by reason of the Settlor's death, together with interest and penalties on those taxes, shall be charged against and paid without apportionment out of the Settlor's Residuary Trust Fund as an administration expense. B. Specific Reference to Code Sections. The Settlor hereby makes specific reference to Code Secs. 2207A (concerning tax on QTIP property), 2207B (concerning tax on ro erty included under Code Sec. 2036) and 2603(b) (concerning the generation-skipping P p transfer tax under Chapter 13 of the Code) and to corresponding provisions of state law, and the Settlor directs that they shall apply to the extent they are consistent with the above and shall not apply to the extent they are inconsistent with the above. ARTICLE X Trustees A. Trustee Appointments. 1. A Trustee who is a party to this Agreement shall serve as Trustee of each trust under this Agreement except where this Article or some other provision of this Agreement specifically provides otherwise. B. Successor Trustees. 1. The Settlor appoints Barbara J Leonard to be a Trustee when all persons (including any corporation) previously named cease to qualify or cease to act. -5- 2. The Settlor appoints Jeffrey C Brown to be a Trustee when all persons (including any corporation) previously named cease to qualify or cease to act. C. General Provisions Regarding Trustee. 1. Except as may be expressly provided elsewhere in this Agreement, the Trustee shall be entitled to serve based on the following rules: a. First, each Trustee who is a party to this Agreement shall be entitled to serve. b. Second, any successor Trustee named by the Settlor in this A Bement shall be entitled to serve; multiple successor Trustees named by the Settlor shall be entitled to serve in the order in which they have been named by the Settlor. c. Third, athen-serving Co-Trustee effectively appointed by another Trustee shall be entitled to continue serving. d. Fourth, a successor effectively appointed by another Trustee shall be entitled to serve. e. Fifth, in the event that the sole Trustee of a trust is a beneficiary of the trust the Trustee may appoint, but shall not be required to appoint, a Co-Trustee as provided rein. A beneficiary's interest may not be merged or converted into a legal life estate or estate he for ears because the beneficiary is the sole Trustee, but if this would still happen under y applicable law, then a Co-Trustee shall be appointed in preference to such merger or conversion. 2. Except as may be expressly provided elsewhere in this Agreement, each Trustee who is a party to this Agreement shall be entitled to serve. D. Additional Provisions Regarding Changes in Fiduciaries. l , Any Trustee may resign at any time without court approval and whether or not a successor has been appointed. 2. The individuals (and any corporation) acting as the Trustee may appoint either i an individual or (ii) a corporation with fiduciary powers as a Co-Trustee at any time () acting unanimously by written instrument. 3. If the office of Trustee of a trust is vacant and no successor takes office ursuant to any other provision of this Agreement, an individual or corporation with fiduciary P owers may be appointed as Trustee by a majority of the Settior's adult descenda??ts then living P . -6- and competent (or, if none, the guardian, conservator or similar fiduciary of the then-living eldest descendant of the Settlor). 4. No successor Trustee shall be personally liable for any act or failure to act of any predecessor Trustee or shall have any duty to examine the records of any predecessor Trustee. A successor Trustee may accept the account rendered and the property delivered to the successor Trustee by or on behalf of the predecessor Trustee as a full and complete discharge of the redecessor Trustee without incurring any liability or responsibility for so doing. The P successor Trustee shall be indemnified out of trust property for any and all claims, demands, losses, liabilities, damages and expenses arising from any act or omission of prior Trustees occurring before the date the trust property was received by the successor Trustee. 5. If any Trustee is removed, resigns or otherwise ceases to act as Trustee of an trust hereunder, the Trustee shall immediately surrender all records maintained by the y Trustee with respect to such trust to the then acting Trustees or, if no other Trustee is then acting with res ect to such trust, to the successor Trustee upon receipt of written notice of the P designation of the successor Trustee from the person appointing such successor Trustee. E. Accountings and Other Proceedings. 1. The Settlor directs that a trust hereunder be subject to independent administration with as little court supervision as the law allows. The Trustee shall not be re uired to render to any court annual or other periodic accounts or any inventory, appraisal or q other returns or reports except as required by applicable state law. The Trustee shall take such action for the settlement or approval of accounts at such times and before such courts or without court proceedings as the Trustee shall determine. The Trustee shall pay the costs and expenses of any such action or proceeding, including (but not limited to) the compensation and expenses of attorneys and guardians out of the property of the trust. The Trustee shall not be required to register any trust hereunder. 2. The Settlor directs that, in any proceeding relating to a trust hereunder, service upon any person under a legal disability need not be made when another person not under a disability is a party to the proceeding and has the same interest as the person under the disability. The person under the disability shall nevertheless be bound by the results of the roceeding. The same rule shall apply to non judicial settlements, releases, exollerativils and P indemnities. -7- F, Waiver of Bond. No Trustee shall be required to give bond or other security in 'urisdiction and, if despite this exoneration a bond is nevertheless required, no sureties shall any ~ be required. G. Re uired Release of Protected Health Information. Each individual named 9 ' or a ointed pursuant to the provisions hereof as Trustee who fails within a reasonable herein pp 'me to under o a medical examination at the written request of any person having an interest ti g hereunder including, but not limited to, another Trustee acting hereunder) for the sole purpose ( eterminin if the individual lacks the required capacity to continue to so serve hereunder or ofd g ' to cause the results of such examination to be made available within a reasonable time to the fails n makin the written request, shall be treated as resigning as such fiduciary, provided that perso g is reasonable basis to request the medical examination be undertaken and provided further there such re uest may be made more than once every thirty-six (36} months. The cost of the that no q medical examination shall be borne by the trust with respect to which such individual is acting as Trustee. H. Governing Law and Trustee Powers. The interpretation and operation of the trust shall be governed by the laws of the Commonwealth of Pennsylvania. The Trustee may, ' out rior authority from any court, exercise all powers conferred by this Agreement or by with p on law or by any fiduciary powers act or other statute of the Commonwealth of comet erns lvania or any other jurisdiction whose law applies to the trust. The Trustee shall have P y and absolute discretion in exercising these powers. Except as specifically limited by this sole ement these owers shall extend to all property held by the Trustee until actual distribution Agre P of the property. The powers of the Trustee shall include the following: 1. Allocate Receipts and Disbursements. The Trustee (excluding, however, Interested Trustee) may allocate receipts and disbursements to income or principal in such any er as the Trustee (excluding, however, any Interested Trustee) shall determine,, even though mane a particular allocation maybe inconsistent with otherwise applicable state law. 2. Distributions to Minor Beneficiaries. The Trustee may distribute any of the Trust Fund to a beneficiary under twenty-one (21) years of age by distribution to any a ro riate erson (who may be a Trustee) chosen by the Trustee as custodian under any pp P p , , ~ ~ ;.~,,,ri, „Pnnr1 c,f appropriate Uniform Transfers (or Gifts) to Minors Act, to be beta ror ~l'ie 1~1QxilAll1111 r.., - X - allowed b law. The Trustee may also sell any asset that cannot be held under this time y custodianship and invest the sales proceeds in assets that can be so held. 3. Security Interests. The Trustee may grant security interests and execute instruments creating such interests upon such terms as the Trustee may deem advisable. all 4. Tax Elections and Allocations. The Trustee may make all tax elections ions the Trustee may consider appropriate, including any election to treat this and allocat evocable trust as part of the Settlor's estate for income tax purposes, even though a Trustee may r interest affected by the election, except where a Trustee is prohibited from participating have an ection b another provision of this Agreement. Provided, however, this authority is in the el y onl in a fiduciary capacity and may not be used to enlarge or shift any beneficial exercisable y st exce t as an incidental consequence of the discharge of fiduciary duties. Tax elections mtere p and allocations made in good faith shall not require equitable adjustments. 5. Division and Distribution of Trust Fund Assets. The Trustee may d distribute the assets of the Trust Fund in kind, in money, or partly in each, without divide an the income tax basis of any asset and without the consent of any beneficiary. The regard to f the Trustee in dividing any portion of the Trust Fund between or among multiple decision o beneficiaries shall be binding on all persons. I, Additional General Provisions Regarding Fiduciaries. l: Under this Agreement, if two or more separate trusts with the same 'es and same terms axe created, either by direction or pursuant to the exercise of benefician cretion the Settlor intends that the separate trusts may, but need not, have the same dls , ents and follow the same pattern of distributions. The Trustee's powers shall be mvestm exercisable separately with respect to each trust. 2. Except to the extent, if any, specifically provided otherwise in this ent references to the Trustee shall, in their application to a trust hereunder, refer to all Agreem , om time to time acting as Trustees of that trust and, if more than two Trustees are eligible those fr to act on a given matter, they shall act by majority. In the exercise of discretion over „+;,,,,c where this Agreement provides that certain Trustees may participate in dlslr~bu«vu.~, distributions limited by an ascertainable standard while a different set of Trustees may ci ate in distributions "for any purpose," and if the two sets of Trustees (each acting by its parts p -9- own majority) want to distribute the same item of income or principal to different recipients, the distribution desired by the set of Trustees participating in distributions "for any purpose" shall prevail. 3. Individual Trustees shall receive compensation in accordance with the law of the Commonwealth of Pennsylvania in effect at the time of payment, unless the Trustee waives compensation. A corporate Trustee shall be compensated by agreement with the individual Trustee or, in the absence of such agreement, in accordance with its fee schedule as in effect at the time of payment. The Settlor authorizes a corporate Trustee to charge additional fees for services it provides to a trust hereunder that are not comprised within its duties as Trustee; for example, a fee charged by a mutual fund it administers in which a trust hereunder invests, a fee for providing an appraisal or a fee for providing corporate finance or investment bankin services. The Settlor also recognizes that a corporate Trustee may charge separately for g some services comprised within its duties as Trustee; for example, a separate fee for investing cash balances or preparing tax returns. Such separate charges shall not be treated as improper or excessive merely because they are added on to a basic fee in calculating total compensation for service as Trustee. 4. No Trustee shall be liable to anyone for anything done or not done by any other Trustee or by any beneficiary. 5. The fact that a Trustee is active in the investment business shall not be deemed a conflict of interest, and purchases and sales of investments may be made through a corporate Trustee or through any firm of which a corporate or individual Trustee is a partner, member, shareholder, proprietor, associate, employee, owner, subsidiary, affiliate or the like, and ro erty of a trust hereunder maybe invested in individual securities, mutual funds, partnerships, P p rivate placements or other forms of investment promoted, underwritten, managed or advised by P a Trustee or such a firm. 6. The Trustee may employ and rely upon advice given by investment counsel, delegate discretionary investment authority over investments to investment counsel and a investment counsel reasonable compensation in addition to fees otherwise payable to the PY Trustee, notwithstanding any rule of law otherwise prohibiting such dual compensation. 7. The Trustee may, but need not, favor retention of assets oiigli~ally o`.'ned by the Settlor. -10- 8. The Trustee shall not be under any duty to diversify investments regardless of any rule of law requiring diversification, and any such duty is hereby waived. 9. The fact that a Trustee (or a firm of which a Trustee is a member or with which a Trustee is otherwise affiliated) renders legal or other professional services to a trust hereunder shall not be deemed a conflict of interest, and the Trustee may pay fees for such services to such Trustee or firm without prior approval of any court or any beneficiary and whether or not there is a Co-Trustee to approve such payment. An attorney or other Trustee who also renders professional services shall receive full compensation for both services as Trustee and the professional services rendered, except as specifically limited by law. 10. No state law restraint on acts of self-dealing by a fiduciary shall apply to a Trustee who is a descendant of the Settlor, except to the extent (but only to the extent) such restraint may not be waived under applicable local law by a governing instrument. Except when prohibited by another provision of this Agreement, such a Trustee may enter into transactions on behalf of a trust in which that Trustee is personally interested so long a.s the terms of such transaction are fair to the trust. For example, such a Trustee may purchase property from the trust at its then fair market value without court approval. 11. If the Settlor has given the Trustee discretion concerning distributions of income or principal, that discretion shall be absolute and uncontrolled, and subject to correction by a court only if the Trustee should act utterly without reason, in bad faith or in violation of specific provisions of this Agreement. If the Settlor has set forth general guidelines (a.s opposed to directions or dollar limits) for the Trustee in making distributions, those guidelines shall be merely suggestive and shall not create an enforceable standard whereby a distribution could be criticized or compelled. It is the Settlor's strong belief that the Trustee will be in the best position to interpret and carry out the intentions expressed herein under changing circumstances. 12. Notwithstanding any other provisions of this Agreement, each Trustee is prohibited from making, voting on or otherwise participating in any discretionary distribution of income or principal from a trust that would discharge or substitute for a legal obligation of that Trustee, including the obligation to support a beneficiary of the trust. In exercising discretion over distributions, the Trustee may consider, or may disregard, other resources available to any beneficiary. -11- 13. Unless the Settlor has specifically provided otherwise, and subject to any ascertainable standard governing its exercise, the Trustee's discretionary power to distribute income or principal includes the power to distribute all of such income and/or principal to one or more members of a class to the exclusion of others whether or not the terms of the trust specifically mention that possibility. 14. A Trustee may irrevocably release one or more powers held by the Trustee while retaining other powers. 15. Any Trustee may delegate to a Co-Trustee any power held by the dele atin Trustee, but only if the Co-Trustee is authorized to exercise the power delegated. A g g dele ation may be revocable, .but while it is in effect the delegating Trustee shall have no g responsibility concerning the exercise of the delegated power. 16. Unless otherwise provided in this instrument, any authority granted to a Trustee in this Agreement or by law, whether stated as an authority, right, power or otherwise, maybe exercised by the Trustee in that Trustee's discretion. ARTICLE XI Definitions and Miscellaneous Provisions The following definitions and. miscellaneous provisions shall apply under this Agreement: A. Children and Descendants. References to "children" and "descendants" shall include children and descendants whenever born. B. Surviving Spouse. The "surviving spouse" of an individual means the person (if an who survives that individual and who is married to and living as husband and wife with that y) individual at the time of his or her death. C. Survivorship. Any beneficiary hereunder who dies within thirty (30) days followin the date of the Settlor's death shall be deemed to have predeceased the Settlor for all g purposes of this Agreement. D. Minor and Adult. Whether an individual is a minor or an adult shall be detPrn,ined under the laws of the individual's domicile at the time in question. E. Code and Regulations. References to the "Internal Revenue Code" or "Code" or to rovisions thereof are to the Internal Revenue Code of 1986, as amended at the time in P -12- uestion. References to the "Regulations" and "Regs." are to the Regulations under the Code. If, q the time in uestion, a particular provision of the Code has been renumbered, or the Code has by q een su erseded by a subsequent Federal tax law, the reference shall be deemed to be to the b p renumbered rovision or the corresponding provision of the subsequent law, unless to do so P uld clearl be contrary to the Settlor's intent as expressed in this Agreement. A similar rule wo Y shall apply to references to the Regulations. F. Per Stirpes. Property that is to be divided among an individual's surviving or then-livin descendants "per stirpes" or in "per stirpital shares" shall be divided into as many g e ual shares as there are children of the individual who are then living or who have died leaving q 'vin or then-living descendants. A share allocated to a deceased child of the individual survi g be divided further among such deceased child's surviving or then-living descendants in the shall same manner. G. Executor. Whenever herein a reference is made to the Settlor's or another n's Executor, such reference shall be to those serving as the fiduciary of that per. son's estate, perso whether or not their title is Executor under applicable state law. I-I. Disabled Settlor or Trustee. The Settlor or a Trustee shall be deemed to be " ' ed" and while disabled shall not serve as a Trustee) if another then-serving Trustee or, if disabl is none the next successor Trustee receives written certification that the .examined there , individual is hysically or mentally incapable of managing the affairs of the trust (or, in the case p Settlor the Settlor's personal financial affairs), whether or not there is an adjudication of of the , incapacity. 1. This certification shall be valid only if it is signed by at least two (2} licensed h sicians, each of whom has personally examined the Settlor or Trustee, as the case P Y maybe. 2. This certification need not indicate any cause for the disability of the Settlor or the Trustee. 3, A certification of disability shall be rescinded when a serving Trustee certification that the Settlor is capable of managing the Settlor's personal financial receives a airs or that the former Trustee, as the case may be, is capable of managing the trust's affairs. aff This certification, too, shall be valid only if it is signed by at least iwo (~) licensed phys?c'ans; each of whom has personally examined the Settlor or the Trustee, as the case maybe, and at least -13- one (1} of whom is board certified in the specialty most closely associated with the former disability. 4, No person is liable to anyone for actions taken in reliance on the certifications under this paragraph or for dealing with a Trustee other than the one removed for disability based on these certifications. I. Change of Situs. The sites of the property of any trust created hereunder maybe maintained in any jurisdiction, in the discretion of the Trustee (other than an Interested Trustee), and thereafter transferred at any time or times to any jurisdiction selected by the Tnastee (other than an Interested Trustee). Upon any such transfer of situs, the trust estate may thereafter, at the election of the Trustee (other than an Interested Trustee) of said trust, be administered exclusively under the laws of (and subject, as required, to the exclusive supervision of the courts of) the jurisdiction to which it has been transferred. Accordingly, if the Trustee (other than an Interested Trustee} of any trust created hereunder elects to change the situs of any such trust, said Trustee is hereby relieved of any requirement of having to qualify in any other jurisdiction and of any requirement of having to account in any court of such other jurisdiction. ARTICLE XII Manifestation of Trustee's Actions When a Trustee takes action that is authorized hereunder and such action does not involve the participation of another person with respect to such action, that Trustee may (but shall not be required to) execute, within a reasonable time of taking such action, an acknowledged, written instrument describing the action taken, which instrument shall be maintained with the trust records and either filed in the court having jurisdiction over the trust or delivered to one or more of the adult and competent beneficiaries then eligible or entitled to distributions of income or principal of such trust or, if there is no such beneficiary, to one or more of the parent(s), guardian(s) of the person, conservator(s) or committee of the minor or incompetent beneficiaries then eligible or entitled to distributions of income or principal of such trust. Failure to execute or to file or deliver the instrument shall not make the action taken by a Trustee void, voidable or ineffective, and the Trustee or Trustees, as the case may be, shall not be subject to any liability or surcharge for failure to document such action. -14- ARTICLE XIII Revocability of Trust & Rights Reserved The Settlor reserves the following rights, each of which may be exercised whenever and as often as the Settlor may wish: A. Amend or Revoke. The right by an acknowledged instrument in writing to revoke or amend this Agreement or any trust hereunder. B. Remove and Appoint Trustees. The right to remove any Trustee and appoint substitute, additional or successor Trustees. » C. A prove Investment Decisions. The right to approve the Trustee's investment P decisions and the Settlor's approval shall bind all other beneficiaries. D. A rove Trustee's Conduct. The right from time to time to approve of the PP Trustee's conduct (whether in connection with an accounting by the Trustee or without an accounting}, and the Settlor's approval shall bind all other beneficiaries. E. Insurance Policies. All rights the Settlor may have as the owner of any insurance policies payable to the Trustee. ARTICLE XIV Savings Clause Should any of the provisions or directions of this Agreement fail or be held ineffectual or invalid for any reason, it is the Settlor's desire that no other portion or provision of this Agreement be invalidated, impaired or affected thereby, but that this Agreement be construed as if such invalid provision or direction had not been contained therein. ARTICLE XV Captions The captions used in this Agreement are inserted only as a matter of convenience and for reference and in no way define, limit or describe the scope of this Agreement or the intent of any provision therein. -15- ~ WI'T'NESS WHEREOF, the Trustee and the Settlor have signed this Agreement, effective the day and year first above written and executed by each of them on the dates set forth below. Dated: f Z ~ 5~, Z~~ Je ette R. Brown, as Settlor and as Trustee l1~- l.J~ Signature of Witness Q ~~`~ ~~ Name of Witness C:.- Signature of W' s Name of Witness -16- COMMONWEALTH OF PENNSYLVANIA CUMBERLAND COUNTY, PENNSYLVANIA before me, the subscriber, a I HEREBY CERTIFY that on this ersonall a eared Y pP Notary Public in and for Cumberland county, Pennsylvania, Pennsoylnvlanioa~ P oved to me on the Jeannette R. Brown, as Settlor and as Trustee, personally known ubscribed to the foregoing basis of satisfactory evidence) to be the person woos e~nm~~ was executed by Jeannette R. instrument, and acknowledged that the fo oses therein contained. Brown, as Settlor and as Trustee for the pure WITNESS my hand and notarial seal. 1~~~~'o~ Dated: (SEAL) ~~ NOTARIAL SEAL LISA A. CONWAY, NOTARY PUBLIC SUSOUEHANNATWP., DAUPHIN COLINTY MY COA9iJiISSION EXPIRES i14ARCH 24 2D07 ~l ~ c~~~ Notary Public ~S>~ ~. ~ Print Name of Notary My Commission Expires: 3 ~`~ ~ -17-