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HomeMy WebLinkAbout07-26-101505610148 REV-1500 EX (01-10) OFFICIAL USE ONLY PA Department of Revenue County Code Year File Number Bureau of Individual Taxes Po Box z8osol INHERITANCE TAX RETURN 2 ], ], 0 0 416 Harrisburg, PA 17128-0601 RESIDENT DECEDENT ENTER DECEDENT INFORMATION BELOW Social Security Number Date of Death MMDDYYYY Date of Birth MMDDYYYY 1,01,-34-4056 03142010 D5191942 Decedent's Last Name Suffix Decedent's First Name M I DISNEY DAVID B (If Applicable) Enter Surviving Spouse's Information Below Spouse's Last Name Suffix Spouse's First Name M I DISNEY DOROTHY S Spouse's Social Security Number THIS RETURN MUST BE FILED IN DUPLICATE WITH THE - - REGISTER OF WILLS FILL IN APPROPRIATE BOXES BELOW 1. Original Return ^ 2. Supplemental Return ^ 3. Remainder Return (date of death ^ 4 Limited Estate prior to 12-13-82) ^ 4 F I ^ . a. uture nterest Compromise (date of 5. Federal Estate Tax Return Required 6 Decedent Died Testate death after 12-12-82) ^ 7 D d t M i t i d Li i T D . . ece en a n a ne a v ng rust 8. Total Number of Safe Deposit Boxes (Attach Copy of Will) (Attach Copy of Trust) ^ 9. Litigation Proceeds Received ^ 10. Spousal Poverty Credit (date of death ^ 11. Election to tax under Sec. 9113(A) between 12-31-91 and 1-1-95) (Attach Sch. O) CORRESPONDENT - THIS SECTION MUST BE COMPLETED. ALL CORRESPONDENCE AND CONFIDENTIAL TAX INFORMATION SHOULD BE DIRECTED TO: Name Daytime Telephone Number DAVID frl• WATTS, JR- 717-237-5344 First line of address 100 PINE STREET Second line of address P•0• BOX 1166 City or Post Office HARRISBURG Correspondent's a-mail address: D W A T T S n1 M W N• C O M State ZIP Code PA 171081166 REGISTER 6~a11lILLS USE O' ,..._ - -. ::1.'' C...,,, ,.a ~~~ , ~._. ,- ... -; _.I ~~ ~ _::; -:~ ..._. -.; __ ~ d/YTE FILED !'~.~ :t'i __, ;- i ;. =' - -.; ""7 :, ; 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 is true, correct and complete. Declaration of preparer other than the personal representative is based on all information of which preparer has any knowledge. SIG RE OF PERSON RESPON IB FILING RETURN ` ATE cam-- / / • ~~ ~~~~ 1 ~ ~r,~~~~~ 63 EMLYN LANE, MECHANICSBURG, PA 100 PINE ST•, HAR ISBURG, PA ~r~-vH i urct ur- rKtrw~tK v I HtK -THAN REPRESENTATIVE ~'e, C'V' V ---~ pATE MCNEES WALLACE & NURICK LLC, BY : ,~,~ ~ ,l ~.~ ~ t c~ ADDRESS 1,00 PINE ST•, P•0• BOX 1166 HARRISBURG, PA 17108-1166 PLEASE USE ORIGINAL FORM ONLY Side 1 1505610148 9M46474.000 150561,0148 J J 1505610248 REV-1500 EX Decedent's Social Security Number ],01,-34-4056 Decedents Name: DISNEY DAVID B RECAPITULATION 1. Real Estate (Schedule A) 1 D • 0 D 2. Stocks and Bonds (Schedule B) . 2 3. Closely Held Corporation, Partnership or Sole-Proprietorship (Schedule C) . 3 4. Mortgages and Notes Receivable (Schedule D) 4 5. Cash, Bank Deposits and Miscellaneous Personal Property (Schedule E) _ 5. 6. Jointly Owned Property (Schedule F) ~ Separate Billing Requested 6. 7. Inter-Vivos Transfers & Miscellaneous Non-Probate Property (Schedule G) ~ Separate Billing Requested 7. 8. Total Gross Assets (total Lines 1 through 7) 8 Side 2 9. Funeral Expenses and Administrative Costs (Schedule H), , 9 3 D , D 2 D • D 9 10. Debts of Decedent, Mortgage Liabilities, and Liens (Schedule I) 10. 0 • D D 11. Total Deductions (total Lines 9 and 10) , 11 3 D , 0 2 D • D 9 12. Net Value of Estate (Line 8 minus Line 11) 12. ], , 51, D , 6 2 2.41, 13. Charitable and Governmental Bequests/Sec 9113 Trusts for which an election to tax has not been made (Schedule J) , , 13, 1, , 4 7 7 , 9 31.5 9 14. Net Value Subject to Tax (Line 12 minus Line 13) . 14. 3 2 , 6 9 D • 8 2 TAX COMPUTATION -SEE INSTRUCTIONS FOR APPLICABLE RATES 15. Amount of Line 14 taxable at the spousal tax rate, or transfers un~er Sec. 9116 16. Amount of Line 14 t xable 4 ~ at lineal rate x 0 . 11„ 7 6 8.7 0 16. 17. Amount of Line 14 taxable at sibling rate X .12 1, 5 , D 3 7.7 8 17. 18. Amount of Line 14 taxable at collateral rate X .15 5, 8 8 4 • 3 5 1 s. 19. TAX DUE 19. 20. FILL IN THE BOX IF YOU ARE REQUESTING A REFUND OF AN OVERPAYMENT 1505610248 1505610248 55,304.68 D.oo 0.00 7, 406.23 0.OD 1,477,931.59 1„ 540, 642.50 0.00 529.59 1„ 804 •53 882.65 3, 216 • 77 0 J 9M4648 4.000 REV-1500 EX Page 3 Decedent's Complete Address File Number ai. i.n nui.L DECEDENTS NAME DISNEY DAVID B STREET ADDRESS CU~1BERLAND COUNTY CITY MECHANICSBURG STATE PA ZIP 1,7055- Tax Payments and Credits: 1. Tax Due (Page 2, Line 19) 2. Credits/Payments A. Prior Payments 2, 8 0 0. 0 0 B. Discount Jr 4 0 • 0 0 3. Interest 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) (1) 3, 21,6.77 2,940.00 (3) __ 0 • 0 0 0.00 5. If Line 1 + Line 3 is greater than Line 2, enter the difference. This is the TAX DUE. (5) 0 7 6 • 7 7 Make check payable to: REGISTER OF WILLS, AGENT. PLEASE ANSWER THE FOLLOWING QUESTIONS BY PLACING AN "X" IN THE APPROPRIATE BLOCKS 1. Did decedent make a transfer and: Yes No a. retain the use or income of the property transferred; ^ b. retain the right to designate who shall use the property transferred or its income; ^ Cx~ c. retain a reversionary interest; or ^ d. receive the promise for life of either payments, benefits or care?. ^ 2. If death occurred after Dec. 12, 1982, did decedent transfer property within one year of death 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? ^ ~~ 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 Jan. 1, 1995, the tax rate imposed on the net value of transfers to or for the use of the surviving spouse is 3 percent [72 P.S. X9116 (a) (1.1) (i)]. For dates of death on or after Jan. 1, 1995, the tax rate imposed on the net value of transfers to or for the use of the surviving spouse is 0 percent [72 P.S. X91 16 (a) (1.1) (ii)]. The statute does not exempt a transfer to a surviving spouse from tax, and the statutory requirements for disclosure of assets and filing a tax return are still applicable even if the surviving spouse is the only beneficiary. For dates of death on or after July 1, 2000: • The tax rate imposed on the net value of transfers from a deceased child 21 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 0 percent [72 P.S. g9116(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 4.5 percent, except as noted in 72 P.S. X9116(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 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. Total Credits (A + B) (2) 9M4671 2.000 REV-1503 EX + (6-98) COMMONWEALTH OF PENNSYLVANIA INHERITANCE TAX RETURN RESIDENT DECEDENT ESTATE OF SCHEDULE B STOCKS & BONDS FILE NUMBER David B. Disney 21 10 0416 All property jointly-owned with right of survivorship must be disclosed on Schedule F. 3was9s ~.ooo (If more space is needed, insert additional sheets of the same size) REV-1508 EX + (fr98) COMMONWEALTH OF PENNSYLVANIA INHERITANCE TAX RETURN RESIDENT DECEDENT SCHEDULE E CASH, BANK DEPOSITS, & MISC. PERSONAL PROPERTY ESTATE OF FILE NUMBER David B. Disney 21100416 Include the proceeds of litigation and the date the proceeds were received by the estate. swasAD 1.000 (If more space is needed, insert additional sheets of the same size) 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 David B. Disney 21 10 0416 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 INCLLOE TI-E NOME OF 7HE TRANSFEREE, THEIR RELATIONSHIP TO DECEDENT AND Tl-E DATE OF TRANSFER. ATiACFiAC,OPY OF THE DEED FOR REAL ESTATE. DATE OF DEATH VALUE OF ASSET % OF DECD'S INTEREST EXCLUSION IF APPLICABLE TAXABLE VALUE ~~ McNees Wallace & Nurick Savings Plan 1,443,723.87 100.0000 0.00 :1,443,723.87 Beneficiaries David B. Disney Trust, 90$ Leadership-Harrisburg, 4~ Carleton College, 3.5~ Pine Street Presbyterian Church, 2.5~ 2 USAA IRA Account #70440052 34,207.72 100.0000 0.00 34,207.72 Beneficiaries: United Way of the Capital Region, 50~ Dickinson College, 50$ TOTAL (Also enter on line 7, Recapitulation) $ 1,477,931.59 If more space is needed, use additional sheets of paper of the same size. 9W46AF 2.000 REV-1511 EX+ (10-09) SCHEDULE H pennsylvania DEPARTMENT OF REVENUE FUNERAL EXPENSES AN D INHERITANCE TAX RETURN ADMINISTRATIVE COSTS RESIDENT DECEDENT ESTATE OF FILE NUMBER David B Disney 21 10 0416 Decedent's debts must be reported on Schedule 1. ITEM NUMBER DESCRIPTION AMOUNT A. FUNERAL EXPENSES: ~ Catholic Cemeteries Cost of burial Lots 3,175.00 B. 1 Total from continuation schedules . I 13,966.55 ADMINISTRATIVE COSTS: Personal Representative Commissions: Name(s) of Personal Representative(s) Street Address Citv _ State ZIP Year(s) Commission Paid: 2. Attorney Fees: 12 , 5 0 0. 0 0 3. Family Exemption: (if decedent's address is not the same as claimant's, attach explanation.) Claimant Street Address 4. 5. 6. 7. 1 9W46AG 2.000 City State ZIP Relationship of Claimant to Decedent Probate Fees: Accountant Fees: Tax Return Preparer Fees: McNees Wallace & Nurick LLC Costs: Probate Fees $ 285.50 Oath 20.00 Postage Expense 19.79 Photocopy Expense 46.80 Total from continuation schedules . TOTAL (Also enter on Line 9, Recapitulation) ~ $ If more space is needed, use additional sheets of paper of the same size. 378.54 30,020.09 Estate of: David B. Disney Schedule H Part 1 (Page 2) Item No. Description 2 Catholic Cemeteries Cost of Bronze Memorial 3 Catholic Cemeteries Engraving costs 4 Malpezzi Funeral Home Funeral Expense 5 The Country Club of Harrisburg funeral luncheon 6 Dr. Russell C. Sullivan, Jr honorarium 7 Alex Lang honorarium ` 8 J.C. Snyder Florist flowers for funeral service Total (Carry forward to main schedule) 21 10 0416 Amount 2,100.00 250.00 8,121.77 1,605.78 1,000.00 200.00 689.00 13,966.55 Estate of: David B. Disney Schedule H Part 7 (Page 2) 21 10 0416 1 Courier Service 6.45 378.54 Total (Carry forward to main schedule) 378.54 REV-1513 EX+ (01-10) pennsylvania DEPARTMENT OF REVENUE INHERITANCE TAX RETURN RESIDENT DECEDENT SCHEDULE J BENEFICIARIES ESTATE OF: FILE NUMBER: David B. Disne 21100416 RELATIONSHIP TO DECEDENT AMOUNT OR SHARE NUMBER NAME AND ADDRESS OF PERSON(S) RECEIVING PROPERTY Do Not List Trustee(s) OF ESTATE TAXABLE DISTRIBUTIONS [Include outright spousal distributions and transfers under Sec. 9116 (a) (1.2).) 1. Dorothy S. Disney 63 Emlyn Lane Mechanicsburg, PA 17055 Entire Residue Surviving Spouse 0.00 2 Linda Bennett 6617 Bradish Road Glenfield, NY 13343 Specific Bequest of $50,000.00 * bequests were pro rated from residue: 7,518.89 Sister 7,518.89 9W46AI 2.000 It more space Is neeaea, use aaaruonai snCew u. NaNC~ ~~ uic aanic ai~c. Estate of: David B. Disney Schedule J Part 1 (Page 2) Item No. Description 3 George A. Disney 42 Tanglewood Drive Peru, NY 12972 Specific Bequest of $50,000.00 * bequests were pro rated from residue: 7,518.89 4 David M. Stewart 395 Golden Eagle Drive Broomfield, CO 80020 Specific Bequest of $40, 000.00 * bequests were pro rated from residue: 5,884.35 5 Michael W, Stewart P.O. Box 1151 Atlantic City, NJ 08404 Specific Bequest of $40,000.00 * bequests were pro rated from residue: 5,884.35 6 Lyn and George Orrell 12056 Gatewater Drive Potomac, MD 20854 Specific Bequest of $40,000.00 * bequests were pro rated from residue: 5,884.35 Relation Brother Step-son Step-Son Friends 21 10 0416 Amount 7,518.89 5,884.35 5,884.35 5,884.35 Estate of: David B. Disney Schedule J Part 2A (Page 1) Item No. Description 1 David B. Disney Family Trust David M. Watts, Jr. and Dorothy S. Disney, Trustee 100 Pine Street P.O. Box 1166 Harrisburg, PA 17108-1166 21 10 0416 Amount 1,299,351.48 Estate of: David B. Disney 21 10 0416 Schedule J Part 2B (Page 1) Item No. Description Amount 1 Dickinson College P.O. Box 1773 Carlisle, PA 17013 USAA IRA Account #70440052 Inventory Value: 17,103.86 17,103.86 2 United Way of the Capital Region 2235 Millenium Way Enola, PA 17025 USAA IRA Account #70440052 Inventory Value: 17,103.86 17,103.86 3 Leadership-Harrisburg Area 3211 N. Front Street Harrisburg, PA 17110 McNees Wallace & Nurick Savings Plan Inventory Value: 57,748.95 57,748.95 4 Carleton College Gift Accounting Office One North College Street Northfield, MN 55057 McNees Wallace & Nurick Savings Plan Inventory Value: 50,530.34 50,530.34 5 Pine Street Presbyterian Church 310 North 3rd Street Harrisburg, PA 17010 McNees Wallace & Nurick Savings Plan Inventory Value: 36,093.10 36,093.10 6 Sidney Kimmel Comprehensive Cancer Center at Johns Hopkins The Harry and Jeanette Weinberg Building, Ste. 1100 401 N. Broadway Baltimore, MD 21231 0.00 LAST WILL AND TESTAMENT OF DAVID B. DISNEY I, DAVID 6. DISNEY, of Cumberland County, Pennsylvania, revoke any prior wills and codicils and declare this to be my Will. ARTICLE I Tangible Personal Property A. Memorandum of Wishes. I may leave a writing disposing of some or all of my tangible personal property. If I do so, and the writing can be incorporated by reference into this Will or otherwise be legally binding, I direct that it be incorporated or followed and prevail over the disposition below in this Article. If the writing is not legally binding, I request that my wishes be followed. This provision shall apply whether the writing is executed before or after this Will. B. General Gift of Tangibles. (give the rest of my tangible personal property to my wife, Dorothy S. Disney, if she survives me. If she does not survive me, my Executor shall sell any of my tangible persona! property that my Executor may determine f would not wish to have preserved for the descendants andlor siblings of my wife and me, and shall add the proceeds of any such sale to my residue (or the property itself if not sold). C. Gift Includes Insurance. A gift of property under this Article includes my rights under any insurance policies related to such property or the proceeds of such policies. ARTICLE II Real Property A. Unconditional Gifts. I give all of my interest in the real property located at 63 Emlyn Lane, Mechanicsburg, Pennsylvania, to my wife, Dorothy S. Disney, if she survives me. ARTICLE III Bequests A. Unconditional Cash Legacies. I give the following cash gifts: 1. To my sister, Linda Bennett, the sum of Fifty Thousand Dollars ($50,000.00), if she survives me. 2. To my brother, George A. Disney, the sum of Fifty Thousand Dollars ($50,000.00), if he survives rne. 3. To my wife's son, David M. Stewart, the sum of Forty Thousand Dollars ($40,000), if he survives me. 4. To my wife's son, Michael W. Stewart, the sum of Forty Thousand Dollars ($40,000), if he survives me. 5. To Lyn and George Orrell, or the survivor of them, the sum of Forty Thousand Dollars ($40,000) if either or both survive me. B. McNees Wallace 8~ Nurick LLC Savings Plan. Pursuant to the beneficiary designation for my McNees Wallace &Nurick LLC Savings Plan ninety percent (90%) of my Savings Plan benefits are payable to the David B. Disney Trust. 2. The remaining ten percent (10%) of my Savings Plan benefits, pursuant to my beneficiary designation, shall be paid to the beneficiaries named below, with the percentage that each shall receive so indicated. (a) Four percent (4%} to Leadership-Harrisburg Area, Harrisburg, Pennsylvania, to the endowment with the income to be used as the Board deems appropriate. However, if the Leadership-Harrisburg Area is no longer training volunteer community leaders at my death, such share shall be distributed pro rata to Carleton College and Pine Street Presbyterian Church as referenced below. (b) Three and one-half percent (3.5%) to Carleton College. (c} Two and one-half percent (2.5%) to Pine Street Presbyterian Church, with the income to be utilized to support musical programs similar to the recitals "Music at Pine Street." If such programs are discontinued far any reason, such income may be used only for the purpose of retaining additional musicians to play for holiday and special services. To the extent that the administrator of my Savings Plan benefits fails to pay the percentages indicated to the beneficiaries named, but instead pays such amounts to my estate, t direct my Executor to complete the distribution of my Savings Plan benefits as indicated above and as specified on my beneficiary designation form. C. USAA 1RA. Pursuant to the beneficiary designation of my USAA IRA, one hundred percent (100%} shall be paid to the John Harris Legacy Society of the United Way Foundation of the Capital Region. To the extent that the administrator of my USAA IRA does not comply with my beneficiary designation, but instead pays such amount to my -2- estate, then I direct my executor to make the distributions to the beneficiaries indicated above. D. Survivorship. Any beneficiary hereunder other than my wife who dies within sixty (60} days following the date of my death or the termination of or distribution from any trust under this Will for which entitlement the date of this beneficiary's death shall be relevant, shall be deemed to have predeceased me or to have died before the termination of or distribution from that trust, as the case may be, for all purposes of this Will. ARTICLE IV Powers of Appointment declare that I do not by this Wil! intend to exercise any power of appointment. ARTICLE V Residue I give my residuary estate, real and personal, to my wife, Dorothy S. Disney, if she survives me. If she does not survive me, I make the following gifts: A. Fifty percent (50%) to the following charities as long as each continues to qualify as eligible to receive deductible charitable contributions under section 2055(a) of the Internal Revenue Code of 1986, or successor section, divided as follows: 1. Twenty percent (20% to the Leadership-Harrisburg Area of Harrisburg, Pennsylvania (to the endowment with income used as the Board deems appropriate). However, if the Leadership-Harrisburg Area is no longer training volunteer community leaders at my death, such share shall be distributed to the remaining charitable beneficiary named hereunder, namely the Johns Hopkins Kimmel Cancer Center. 2. Eighty percent (80%) to Johns Hopkins Kimmel Cancer Center, Baltimore, Maryland. B. The other fifty percent (50%) shall be divided as follows: 1. Fifty percent (50%) to my sister, Linda Bennett, per stirpes. 2. Fifty percent (50%} to my brother, George A. Disney, per stirpes. Provided, that in the case of any beneficiary who is less than the age of thirty (30} years, his or her share shall be held pursuant to Article VI -Separate Trusts, and further provided that if either of Linda Bennett or George A. Disney fail to survive me and do not leave issue, then the other shall take one hundred percent (100%). -3- ARTICLE Vl Separate Trusts Property that is to be held in the Separate Trusts shall be held under this Article. A. During the Beneficiary's Life. The following provisions shall apply during the beneficiary's life. The Trustee shall distribute as much of the income and principal of the Trust as the Trustee may from time to time determine to the beneficiary in such amounts or proportions as the Trustee may from time to time select, for the recipient's health, education and maintenance expenses. Education hereunder shall be limited to tuition at any undergraduate and graduate level institutions, room and board, and books and supplies relating thereto. 2. Any net income not so distributed shall be accumulated and annually added to principal. 3. The beneficiary shall have the right individually to withdraw all the principal at any time after attaining age thirty (30). B. Upon the Beneficiary's Death. Upon the beneficiary's death, the property, if any, then held in trust shall be distributed to the issue of the beneficiary, per stirpes, and subject to the terms of Article VI, or if there are no such issue, in equal shares to the persons in the class composed of the surviving beneficiaries set forth in Article V.D, per stirpes. ARTICLE VII Spendthrift Trusts A. No Assignment. No interest in the foregoing trusts shall be subject to the beneficiary's liabilities or creditor claims, assignment or anticipation. B. Protection from Creditors. If the Trustee shall determine that a beneficiary would not benefit as greatly from any outright distribution of trust income or principal because of the availability of the distribution to the beneficiary's creditors, the Trustee shall instead expend those amounts for the benefit of the beneficiary. This direction is intended to enable the Trustee to give the beneficiary the maximum possible benefit and enjoyment of all of the trust income and principal to which the beneficiary is entitled. -4- ARTICLE VIII Payment of Death Taxes A. Atl Frorn Residue. All estate, inheritance, legacy, succession, generation-skipping, or other wealth transfer taxes that result from my death imposed by any domestic or foreign 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, and with no right of reimbursement from any recipient of any such property, and before any determination of my residuary estate or of any shares or interests therein. B. Modifications. However, the following clarifications and/or modifications of this general rule shall apply: All taxes generated by my residuary estate shall be apportioned within my residuary estate to the share or shares generating the tax, but shall not be apportioned between current and future interests such as a life estate and remainder even if one and not the other is taxable. 2. The tax on any QTIP property included in my gross estate under Code Sec. 2044 shall be apportioned and paid in the manner provided in Code Sec. 2207A. If not already provided by applicable law, to the extent that I have power to do so, I direct that state and foreign taxes shall be apportioned to and paid from the property at the marginal rate in the same way federal tax is payable, so that QTIP property shall contribute all the additional tax at the marginal rate caused by its inclusion. I further direct that any provision of my wife's will or other governing instrument which provides which portion of a trust, or which of two or more trusts, of QTIP property should pay taxes shall be followed and my Executor shall pursue any right of reimbursement against such trusts only in a manner consistent with that provision. 3. The tax on any property over which I had a general power of appointment and which is included in my gross estate under Code Sec. 2041 whether or not the power is exercised shat! be apportioned and paid in the manner provided by the In#ernal Revenue Code and applicable law, provided that if the general power is exercisable by this Will, I hereby exercise the power to the extent of directing the recipient or recipients of the property to which this power of appointment relates to pay to or on behalf of my Executor all the additional tax at the marginal rate caused by its inclusion and not just its proportionate share of tax at the average rate. However, this shall not apply to taxes on property included in my gross estate solely because I had a withdrawal right over a fractional share or pecuniary portion of the property, limited to the amount set forth in Code Sec. 2514(e)(1) (currently, Five Thousand Dollars ($5,000.00)) or the percentage set forth in Code Sec. 2514{e)(2) (currently, five percent (5%)), which shall be paid out of my estate as an administration expense, without apportionment and with no right of reimbursement from the recipient or recipients of the property to which -5- this power of appointment relates, and before any determination of my residuary estate or of any shares or interests therein. 4. Any generation-skipping transfer tax other than a tax on a direct skip of property passing as part of my estate and disposed of under this Will prior to the Article disposing of my residuary estate shall be charged to the property constituting the transfer in the manner provided by Code Sec. 2603(b). 5. Taxes imposed under Code Sec. 2701(d) shall be apportioned and paid as an additional estate or gift tax as provided in Chapter 14. C. Reference to Code. I hereby make specific reference to Code Sec. 2207A (concerning tax on QTIP property), Code Sec. 22078 (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. D. Apportionment Prevails Over Abatement. If payment of taxes from my residuary estate in accordance with the foregoing exhausts my residuary estate, the balance of tax due shall be apportioned to property passing as part of my estate and outside my estate, in accordance with the rules of tax apportionment rather than the rules of abatement. ARTICLE IX Executors and Trustees A. Initial Appointments. 1. 1 appoint my wife, Dorothy S. Disney, and David M. Watts, Jr., to be the Executors of this Will and the Trustee of each trust (if any) under this Will, and if David M. Watts, Jr., is unable and unwilling to serve, such other attorney as designated by the Management Committee of McNees Wallace & Nurick LLC, shall serve as Executor of this Will and Trustee of each trust hereunder. B. Successors. Any reference to "Executor" includes any successor, unless expressly indicated. 2. 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 herein. A beneficiary's interest shall not be merged or converted into a legal life estate or estate for years because the beneficiary is the sole Trustee, but if this would still happen under applicable law, then a Co-Trustee shall be appointed in preference to such merger or conversion. -6- 3. A successor Executor shall be entitled to serve based on the following rules: (a) First, each Executor named by me in this Will shall be entitled to serve; (b) Second, a successor Executor named by me in this Will shall be entitled to serve; (c) Third, athen-serving Co-Executor effectively appointed by another Executor shall be entitled to continue serving; (d) Fourth, a successor effectively appointed by another Executor shall be entitled to serve. C. Additional Provisions Regarding Changes in Fiduciaries. 1. Any Executor or Trustee may resign at any time without court approval and whether or not a successor has been appointed. 2. Each individual Executor and Trustee (including successors) shall have the right to appoint a successor individual Executor or Trustee by an instrument in writing, such appointment to take effect upon the death, resignation or incapacity of the appointing Executor or Trustee. An appointment may be changed or revoked until it takes effect. If I have named a successor or successors to the appointing Executor or Trustee in this Will, the appointment of a successor under this paragraph shall take effect only if and when all persons that i have appointed fail to qualify or cease to act. 3. The individuals (and any corporation) acting as my Executor or the Trustee may at any time acting unanimously by written instrument appoint an individual or a corporation with fiduciary powers as a Co-Executor or Co-Trustee. 4. If the office of Executor or Trustee is vacant, and no successor takes office pursuant to any other provision of this Will, an individual or corporation with fiduciary powers may be appointed as Executor or Trustee by my wife, Dorothy S. Disney. 5. An Executor or Trustee 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 or a trust hereunder be subject to independent administration with as little court supervision as the law allows. My Executor and the Trustee 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 and the Trustee shall take such -7- action for the settlement or approval of accounts at such times and before such courts or without court proceedings as my Executor or the Trustee shall determine. My Executor or 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 my estate or the trust. The Trustee shall not be required to register any trust hereunder. 2. I direct that in any proceeding relating to my estate or 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 proceeding. The same rule shall apply to non-judicial settlements, releases, exonerations, and indemnities. E. Fiduciary Powers. My Executor and the Trustee may, without prior authority from any court, exercise all powers conferred by this Will 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 to any trust hereby created. My Executor and the Trustee shall have absolute discretion in exercising these powers. Except as specifically limited by this Will, these powers shall extend to all property held by my Executor and the Trustee until the actual distribution of the property. The powers of my Executor and the Trustee shall include the following powers: My Executor may pay my debts as soon as practicable in the course of the administration of my estate, and pay my funeral and burial expenses without regard to any limits otherwise imposed by law on funeral and burial expenses. If, under law, my wife is primarily liable for my funeral or burial expenses or the expenses of my last illness, I hereby relieve her of such liability and direct that payment be made from my estate. 2. My Executor may pay out of my general estate administration expenses incurred in connection with real or tangible personal property located outside of my domicile. 3. My Executor or the Trustee may determine what property is covered by general descriptions contained in this Will. 4. 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. 5. My Executor or the Trustee may make any election available under the tax laws in such manner as my Executor or the Trustee shall determine, including any election to treat a revocable trust created by me as part of my estate for income tax purposes, even though an Executor or Trustee may have an interest affected -8- by the election, except where an Executor or Trustee is prohibited from participating in the election by another provision of this Will. 6. My Executor or the Trustee may retain any property originally owned by me, and invest and reinvest in all forms of real and personal property, whether inside or outside the United States, including without limitation, common trust funds of a corporate Executor or Trustee, mutual funds, partnerships (including a partnership in which an Executor or Trustee is a partner), and other forms of joint investment (which may but need not be managed by, advised by, or affiliated with an Executor or Trustee), without regard to any principle of law limiting delegation of investment responsibility by executors or trustees. 7. My Executor or the Trustee may compromise claims or debts and abandon or demolish any property which my Executor or the Trustee shall determine to be of Tittle or no value. 8. My Executor or the Trustee may sell property at public or private sale, for cash or upon credit, exchange property for other property, lease property for any period of time, and give options of any duration for sales, exchanges or leases. 9. My Executor or the Trustee may borrow from anyone, even if the lender is an Executor or the Trustee under this Will, and may pledge property as security for repayment of the funds borrowed, including the establishment of a margin account. No Executor or the Trustee shall be personally liable for any such loan, and such loan shall be payable only out of assets of my estate. 10. My Executor or the Trustee may, without the consent of any beneficiary, distribute in cash or in kind, and allocate specific assets in satisfaction of fractional shares or pecuniary sums including cash legacies among the beneficiaries (including any trust) in such proportions, not necessarily pro rata, as my Executor or the Trustee may determine, even though an Executor or Trustee has an interest affected by the distribution and even though different beneficiaries entitled to the same sum or share may thereby receive different mixes of assets, possibly with different income tax bases, as long as the fair market value of property on the date of distribution is used in determining the extent to which any distribution satisfies a sum or share. 11. My Executor or the Trustee may apply to the use of any individual, any property, whether principal or income, that otherwise would or could be distributed directly to such individual. 12. My Executor or the Trustee may, with respect to any real property: (i} partition, subdivide or improve such property and to enter into agreements concerning the partition, subdivision, improvement, zoning or management of any real estate in which my estate has an interest and impose or extinguish restrictions on any such real estate; (ii) sell, exchange, lease for any period, mortgage, alter, or -9- otherwise dispose of such property and execute any instrument necessary to do that; and (iii) charge to principal the net loss incurred in operating or carrying non-income producing real property. 13. My Executor or the Trustee may employ a custodian, hold property unregistered or in the name of a nominee (including the nominee of any bank, trust company, brokerage house or other institution employed as custodian), and pay reasonable compensation to a custodian in addition to any fees otherwise payable to my Executor or the Trustee, notwithstanding any rule of law otherwise prohibiting such dual compensation. 14. The Trustee may hold two or more trusts hereunder as a combined fund (allocating ratably to such trusts all receipts from, and expenses of, the combined fund) for convenience in investment and administration, but no combination of trusts for this purpose may alter their status as separate trusts. 15. My Executor may make loans to, and buy property from my wife's estate of any trust subject to any wealth transfer tax upon either of our deaths, regardless of the fact that one or more or all of the persons serving as Executor hereunder are also serving as a selling or borrowing executor or trustee; provided that such loans shall be for adequate interest and shall be adequately secured and such purchases shall be for fair market value. 16. My Executor or the Trustee may employ and rely upon advice given by accountants, attorneys, investment bankers, and other expert advisers, and employ agents, clerks and other employees, and pay reasonable compensation to such advisors or employees in addition to fees otherwise payable to my Executor or the Trustee, notwithstanding any rule of law otherwise prohibiting such dual compensation. 17. My Executor or the Trustee may accept or decline to accept additions from any source. 18. My Executor may allocate receipts and disbursements to income or principal in such manner as my Executor shall determine, even though a particular allocation may be inconsistent with otherwise applicable state law. My Executor shall follow any direction by the Trustee of a trust with respect to allocations affecting property passing to that trust. F. Exoneration from Security. No Executor or Trustee 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. -10- G. Additional General Provisions Regarding Fiduciaries. 1. "Interested Trustee" means for any trust a Trustee who is (i) a transferor of property to the trust, including a person whose qualified disclaimer resulted in property passing to the trust; or (ii) a person who is or in the future may be eligible to receive income or principal pursuant to the terms of the trust. A Trustee described in (i) is an Interested Trustee only with respect to the transferred property (including income and gain on, and reinvestment of, such property). A person is described in (ii) even if he or she has a remote contingent remainder interest. A Trustee who is not an Interested Trustee is a "Disinterested Trustee." 2. My Executor may make distributions directly from my estate to beneficiaries of a trust hereunder, but only at the direction of the Trustee authorized to make such distributions. 3. Except to the extent specifically provided otherwise in this Will, references to my Executor or the Trustee shall, in their application to my estate or a trust hereunder, refer to all those from time to time acting as Executors or Trustees of that Trust and if two or more Executors or Trustees are eligible to act on a given matter they shall act by majority. In the exercise of discretion over distributions, if this Will provides that certain Trustees may participate in distributions limited by an ascertainable standard, while a different set of Trustees may participate in distributions for any purpose, if the two sets of Trustees (each acting by its 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. 4. Individual Executors and Trustees shall receive compensation in accordance with the laws of the Commonwealth of Pennsylvania in effect at the time of payment, unless the Executor or Trustee waives compensation; provided that my descendants shall serve without compensation. A corporate Executor or Trustee shall be compensated by agreement with the individual Executor or Trustee or in the absence of such agreement in accordance with its fee schedule as in effect at the time of payment. I authorize a corporate Executor or Trustee to charge additional fees for services it provides to my estate or a trust hereunder that are not comprised within its duties as Executor or Trustee, for example, a fee charged by a mutual fund it administers in which my estate or a trust hereunder invests, or a fee for providing an appraisal, or a fee for providing corporate finance or investment banking services. I also recognize that a corporate Executor or Trustee may charge separately for some services comprised within its duties as Executor or 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 Executor or Trustee. Insurance -11- proceeds and retirement benefits payable to my estate shall not be subject: to Executor's compensation. 5. No Executor or Trustee shall be liable to anyone for anything done or not done by any other Executor or Trustee or by any beneficiary. 6. The fact that an Executor or 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 Executor or Trustee or through any firm of which a corporate or individual Executor or Trustee is a partner, shareholder, proprietor, associate, employee, owner, subsidiary, affiliate or the like, and property of my estate or a trust hereunder may be invested in individual securities, mutual funds, partnerships, private placements, or other forms of investment promoted, underwritten, managed, or advised by an Executor or Trustee or such a firm. 7. My Executor and the Trustee may employ and rely upon advice given by investment counsel, delegate discretionary investment authority over investments to investment counsel, and pay investment counsel reasonable compensation in addition to fees otherwise payable to my Executor or the Trustee , notwithstanding any rule of law otherwise prohibiting such dual compensation. My Executor and the Trustee may but need not favor retention of assets originally owned by me. My Executor may acquire and retain investments that present a higher degree of risk than would normally be authorized by the applicable rules of fiduciary investment and conduct. No investment, no matter how risky or speculative, shall be absolutely prohibited, so long as prudent procedures are followed in selecting and retaining the investment and the investment constitutes a prudent percentage of the trust. My Executor shall not be under any duty to diversify investments regardless of any rule of law requiring diversification. 8. The fact that an Executor or Trustee (or a firm of which an Executor or Trustee is a member or with which an Executor or Trustee is otherwise affiliated) renders legal or other professional services to my estate or a trust hereunder shall not be deemed a conflict of interest, and my Executor or the Trustee may pay fees for such services to such Executor or Trustee or firm without prior approval of any court or any beneficiary and whether or not there is a Co-Executor or Co-Trustee to approve such payment. An attorney or other Executor or Trustee who also renders professional services shall receive full compensation for both services as Executor or Trustee and the professional services rendered, except as specifically limited by law. 9. No state law restraint on acts of self-dealing by a fiduciary shall apply to an Executor who is my wife or a descendant of mine. Except when prohibited by another provision of this Will, such an Executor may enter into transactions on behalf of my estate in which that Executor is personally interested so long as the terms of such transaction are fair to my estate. For example, such an Executor -12- may purchase property from my estate at its fair market value without court approval. 10. If I have 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, or in bad faith, or in violation of specific provisions of this Will. If I have set forth general guidelines (as 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. tt is my strong belief that the Trustee will be in the best position to interpret and carry out the intentions expressed herein under changing circumstances. 11. Notwithstanding any other provision of this Will, 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. Subject to that, in exercising discretion over distributions, the Trustee may consider, or may disregard, other resources available to any beneficiary. 12. Unless I have 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. 13. A Trustee may irrevocably release one or more powers held by the Trustee while retaining other powers. 14. Any Executor or Trustee may delegate to a Co-Executor or Co-Trustee any power held by the delegating Executor or Trustee, but only if the Co-Executor or Co-Trustee is authorized to exercise the power delegated. A delegation may be revocable, but while it is in effect the delegating Executor or Trustee shall have no responsibility concerning the exercise of the delegated power. ARTICLE X Definitions and Miscellaneous Provisions The following definitions and miscellaneous provisions shall apply under this Will: A. Determining Descendants. One's children and other descendants shall be determined according to applicable law, except to the extent modified by this paragraph or by any other specific provision of this Will. -13- A child adopted before he or she attains eighteen (18) years of age (but not after attaining that age), shall be treated under this Will as a child and descendant of his or her adopting parents and their ancestors. 2. A biological child shall not be treated as a child or descendant of any biological parent of the child or of the ancestors of such biological parent, if the child has been surrendered for adoption with the consent of such biological parent and the child's adoptive parent substitutes for such consenting parent under applicable state law. 3. Adoptions and marriages that are recognized under this Will shall not affect prior distributions or other interests that have previously vested in possession, but they shall enable a person to receive distributions from or remainder or other interests in a trust still in existence. The descendants of a person who is treated as a child or descendant under this Article, shall also be treated as descendants of such person's ancestors. The descendants of a person who is treated as not being a child or descendant under this Article, shall also be treated as not being descendants of such person's ancestors. B. Tangible Personal Property. The term "tangible personal property" includes personally held art, antiques, stamp and coin collections, and other collectibles. Such term does not include property primarily held for investment purposes, nor does it include any property held for use in a trade or business, ordinary currency and cash, or bullion. C. Per Stirpes. Property that is to be divided among an individual's surviving or then living descendants "per stirpes" shall be divided into as many equal shares as there are children of the individual who are then living or who have died leaving surviving or then-living descendants. A share allocated to a deceased child of the individual shall be divided further among such deceased child's surviving or then-living descendantsrn the same manner. D. Minor and Adult. Whether an individual is a minor or an adult shall be determined under the laws of the individual's domicile at the time in question, except in cases when this Will has specifically defined "Minor" to mean a person under twenty-one (21 }years of age. E. Code and Regulations. References to the "Internal Revenue Code" or "Code" or to provisions thereof are to the Internal Revenue Code of 1986, as amended at the time in question. References to the "Regulations" or "Begs" are to the Treasury Regulations under the Internal Revenue Code. If by the time in question a particular provision of the Internal Revenue Code has been renumbered, or the Internal Revenue 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, and a similar rule shall apply to references to the Regulations. - 14- F. A trustee is "disabled" (and while disabled shall not serve as Trustee) when a written certification is in effect that the examined Trustee is physically or mental{y incapable of managing the affairs of the trust, whether or not there is an adjudication of the Trustee's incompetence. 1. This certification shall be valid only if it is signed by at least two (2) physicians, each of whom has personally examined the trustee and at least one (1 } of whom is board-certified in the specialty most closely associated with the alleged disability. 2. This certification need not indicate any cause for the trustee's disability. 3. A certification of disability shall be rescinded when a serving trustee receives a certification the former trustee is capable of managing the trust's affairs. This certification, too, shall be valid only if it is signed by at least two (2) physicians, each of whom has personally examined the trustee and at least 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. G. Gross Estate. "Gross estate" means my gross estate as determined for federal estate tax purposes (or for state death tax purposes where relevant). IN WETNESS WHEREOF, I have hereunto subscribed my name on this ~~~~ day of ~~~~~~ , 2009. C' C ~~ DAVID B. DISf~ Signed, sealed, published and declared by DAVID B. DISNEY, the testator above named, as and for his last will and testament, in our presence, and we in his presence, and in the presence of each other, have hereunto subscribed our names as witnesses: Witness: ~_.~~- Address: Ngrv~ b ~ A -15- COMMONWEALTH OF PENNSYLVANIA COUNTY OF J )AU~NinI ss: We, DAVID B. DISNEY,,/I~RJr~A /~, (~~{-;TS. J~ and ~Rcir~- (~,.1s/r1~2 , the testator and the witnesses, respectively, whose names are subscribed to the foregoing instrument, being first duly sworn, do hereby declare to the undersigned authority that the testator signed and executed the instrument as his last Will and that he had signed willingly and that he executed it as his free and voluntary act for the purposes therein expressed, and that each of the witnesses, in the presence and hearing of the testator, signed the Will as witness and that to the best of each such witness's knowledge the testator was at that time eighteen (18) years of age or older, of sound mind, and under no constraint or undue influence. WITNESS: ~~~~~ TESTATOR: DAVID B. DISN WITNESS: Subscribed, sworn to and acknowledged before me by DAVID B. DISNEY, the testator, and subscribed and sworn to before me by ,~f~-i1~ D ~ r ~A-~ R . and f ~~C~A ~F r`Sm~7 ~ ,the witnesses, this ~ day of , 2009 . Not~r~/ Public COMMONWEALTH OF PENNSYLVANIA (SEAL) Notarial Seal Carob A, tCoppenhaver, Notary PuDfic City of Harrisburg. Dauphin County My Commission Expires March 18, 2012 -16- DAVID B. DISNEY TRUST THIS IS A TRUST AGREEMENT dated the / ,% day of /~fi~1"~ , 200x, between DAVID B. DISNEY of Cumberland County, Pennsylvania, (the "Settlor'); and the Settlor and the Settlor's wife, Dorothy S. Disney (collectively, the "Trustees"). WHEREAS, the Settlor created a trust by the name of the David B. Disney Trust on June 4, 2004, and amended and restated the Trust on October 31, 2007; WHEREAS, the Settlor now wishes to again amend and restate the David B. Disney Trust; and WHEREAS, the Trustees agree to accept this amended and restated Trust Agreement, to hold, manage and distribute the property under the terms of this Agreement. NOW, THEREFORE, the David B. Disney Trust shat! be amended and restated as follows, and the Trustees agree to hold the Trust property under the terms of this Trust Agreement. ARTICLE I Trust Name This Agreement as amended and restated and the trusts hereunder may be referred to as the David B. Disney Trust. ARTICLE II Trust Provisions During Lifetime A. During the Settlor's Life. During the Settlor's life, any property held under this Agreement shall be disposed of as follows: The Trustees shall distribute to the Settlor as much of the net income and principal of the trust as the Settlor may from time to time direct in writing for any purpose. 2. Any net income not so distributed shall be accumulated and annually added to principal. 3. The principal of the trust may be distributed to the Settlor or for the Settlor's benefit from time to time as needed, in the discretion of the Trustees, for the Settlor's health care, maintenance or support, and/or to maintain the standard of living now maintained by the Settlor. 4. Even though the Settlor is not adjudicated incompetent, if the Settlor is under a legal disability, or because of mental or physical disability the Settlor is, in the opinion of the Trustees unable to make reasonable demand for amounts from the principal, the Trustees shall pay for the Settlor's benefit, or for the benefit of the Settlor's spouse, such amounts from the principal of the Trust as may be necessary to maintain for either of them a standard of living approximately equal to that maintained by either of them during the lifetime of the Settlor, and to meet their expenses arising from ill health or invalidism. B. Upon the Settlor's Death. Upon the Settlor's death, the Trustees shall dispose of all trust property, together with a!I property distributable to the Trustees as a result of the Settlor's death, whether under the Settlor's Will or otherwise (the "Trust Fund"), as follows: 1. If the Settlor's probate estate (excluding income) is insufficient (i} to pay the Settlor's funeral expenses, all claims against the Settlor's estate, the expenses of administering the Settlor`s estate, and ail death taxes chargeable to the Settlor's estate, and (ii) to satisfy all pre-residuary gifts under the Settlor's Will, the Trustees shall make available to the Settlor's Executor, out of the Trust Fund, such sums as the Settlor's Trustees shall certify to be required to make good such deficiency. 2. The Trustees shall also pay out of the Trust Fund all death taxes chargeable to the Trust Fund as a result of the Settlor's death and not otherwise provided for in the Settlor's Wilf, in the manner directed below in the provisions governing payment of death taxes. 3. The Trustees shall dispose of the balance of the Trust Fund remaining after these payments in the manner provided below. ARTICLE I11 Survivorship Any beneficiary under this Agreement other than the Settlor's wife who dies within sixty (60) days following the date of the Settlor's death or the termination of or distribution from any trust under this Agreement for which entitlement the date of this beneficiary's death shall be relevant, shall be deemed to have predeceased the Settlor or to have died before the termination of or distribution from that trust, as the case may be, for all purposes of this Agreement. _2_ ARTICLE IV Formula Gifts This Article contains one or more gifts based on technical tax related terms. These terms are defined elsewhere in this Trust Agreement and shall be applied under the law and the facts as they are at the time of the Settlor's death. A. Estate Tax Exemption Gift. If the Settlor's wife survives the Settlor the Trustees shall distribute a fractional share equal to the Settlor's Estate Tax Exemption to the Trustees of the Family Trust under this Agreement, to be disposed of under the terms of that trust. B. Simultaneous Deaths. If the Settlor's wife and the Settlor die simultaneously or under such circumstances that the order of their death cannot be determined, or if the Settlor's wife shall die within sixty (60) days of the Settior's death, then the Settlor shall have been deemed to have survived the Settlor's wife andlor she shall be deemed to have survived the Settlor for purposes of computing the optimum marital deduction amount to equalize their respective federal taxable estates in order that the amount allocated to the marital deduction, if any, shall be the minimum amount necessary to reduce the Settlor's federal estate tax to the lowest possible amount while likewise producing a taxable estate for the Settlor's wife that will also produce the lowest possible amount of federal estate tax, considering in each case, all federal estate tax rates applicable and a!I available credits, exclusions and deductions. The Trustees may rely upon certification of such amount from the Executor of the Settlor's wife's estate for purposes of this computation. C. Special Rules for Formula Gift. The Formula Gift-shall carry with it a pro rata share of the income earned by Settlor's estate, provided that in no everrt shall Settlor's wife, or a marital trust, receive less income than under applicable state law. The gift of a fractional share shall be fractional shares of Settlor's residuary estate as determined after payment of transfer taxes, expenses and other pre-residuary gifts but before payment of the gifts under this Article with values equal to the amount of the gift. The amount of Settlar's residuary estate, the amount of the Formula Gift, and the resulting fractional shares shall be calculated using final federal estate tax values. Each fractional share shall participate pro rata in appreciation and depreciation of Settlor's estate. No portion of Settlor's estate shall pass under the Article entitled "Balance of Residue" if the Formula Gift shall consume all of Settlor's residuary estate. In determining to what extent a distribution in kind satisfies a Formula Gift, property distributed in kind shall be valued at the date or dates of distribution. ARTICLE V Balance of Residue The Trustees shall distribute the residue of the trust fund, real and personal, as follows: -3- A. If the Settloc's Wife Survives the Settlor. If the Settlor's wife survives the Settlor, to the Trustees of the Marital Trust under this Agreement, to be disposed of under the terms of that trust. B. If the Settlor's Wife Does Not Survive the Settlor. If the Settlor's wife does note survive the Settlor, such property shall be distributed pursuant to the terms of Article V11. B below ARTICLE VI Marital Trust Property that is to be held in the Marital Trust shall be held under this Article and all references to the "Marital Trust" shall be to the trust held under this Article. A. During The Settlor's Wife's Life. The following provisions shall apply during the Settlor's wife's life. The Trustees shall distribute to the Settlor's wife the net income of the trust at least quarterly. 2. The Trustees shall distribute to the Settlor's wife as much of the principal of the trust as the Trustees may from time to time determine, for the Settlor's wife's health, education, support in her accustomed manner of living, or maintenance. 3. Each year in which the Settlor's wife is living-on December 31 and so directs, the Trustees shall distribute to the Settlor's wife up to the greater of that amount referred to in Code Sec. 2514(e)(1) (currently, Five Thousand Dollars ($5,000.00)) or that percentage referred to in Code Sec. 2514(e)(2) (cun-ently, five percent (5%)) of the trust on that date. This right shall not accumulate from year to year, and the limitation determined with reference to Code Sec. 2514(e)(1 } (currently, Five Thousand Dollars ($5,000.00)) shall be reduced to any smaller limit that would result from taking into account first all other powers held by the Settlor's wife that must, under Code Sec. 2514(e), be aggregated to determine the largest lapse that can occur without being treated as a release. 4. The Settlor's wife may direct the Trustees to make any unproductive assets productive of income or to convert any unproductive assets to property that: produces income, within a reasonable time, notwithstanding any provision of this Agreement otherwise authorizing the Trustees to retain unproductive property. The application of any specific provision of this Agreement shall in all events be construed so as to give the Settlor's wife that degree of beneficial enjoyment of the trust property during her life which the principles of the law of trusts accord to a person who is the sole income beneficiary of a trust, and to ensure that the Marital Trust qualifies for the federal estate tax marital deduction to the extent so elected. -4- B. Upon The Settior's Wife's Death. The following provisions shall apply after the Settlor's wife's death. Unless the Settlor's wife provides otherwise by specific reference to this paragraph in a will or other writing, the Trustees steal{ pay any increase in death taxes payable upon the death of the Settlor's wife caused.by the inclusion of a marital trust or a portion of a marital trust in her gross estate from the principal of the trust or portion so included. The Trustees may rely upon the written statement by the Settlor's wife's Executors of the amounts thus payable. 2. The balance of the property then held in the Marital Trust shall be added to the balance of the property then held in the Family Trust and distributed pursuant to its terms. C. Wife's Disclaimer. If the Settlor's wife disclaims any of her interest in the income and principa! of the Marital Trust, the disclaimed property shall be added to the Family Trust under this Agreement to be disposed of under the terms of that trust. If the Settlor's wife disclaims all of her interest in the income of the Marital Trust or a portion of the income of the Marital Trust, she shall be deemed to have disclaimed her interest in ail or a corresponding portion of the principal of the Marital Trust. ARTICLE VII Family Trust Property that is to be held in the Family Trust shall be held under this Article and all references to "Family Trust" shall be to the trust held under this Article. A. During The Settlor's Wife's Life. The following provisions shall apply during the Settlor's wife's life. 1. The Trustees shall distribute to the Settlor's wife the net income of the trust at least quarterly. If the Family Trust holds or is the beneficiary of Qualified Retirement Benefits, then the Trustees shall distribute to the Settlor's wife the Minimum Required Distribution as determined for the purposes of Code Sec. 401(a)(9) and other federal income tax law for such Qualified Retirement Benefits for the year. 2. The Trustees shall distribute to the Settlor's wife as much of the principal of the trust as the Trustees may from time to time determine, for the Settior's wife's health, education and support in her accustomed manner of living, or maintenance. -5- 3. Without limiting the Trustees' discretion, the Settlor suggests that no distribution of principal be made to the Settlor's wife until the principal of the Marital Trust is exhausted, unless there is a compelling reason to do so. 4. If the Settlor's wife is living on December 31 of each year and so directs, the Settlor's Trustees shall distribute to the Settlor's wife the greater of that amount referred to in Code Sec. 2514(e}(1) (currently, Five Thousand Dollars ($5,000.00)) or that percentage referred to in Code Sec. 2514(e)(2} (currently, five percent (5%)) of the trust on that date. This right shall not accumulate from year to year, and the limitation determined with reference to Code Sec. 2514(e)(1) (currently, Five Thousand Dollars ($5,000.00)) shall be reduced to any smaller limit that would result from taking into account first all other powers held by the Settlor's wife that must, under Code Sec. 2514(e), be aggregated to determine the largest lapse that can occur without being treated as a release. B. Upon The Settlor's Wife's Death. Upon the death of the Settlor's wife, the property then held in the Family Trust shall be distributed as follows: Fifty percent (50%) shall be distributed to the following charities as long as each continues to qualify as eligible to receive deductible charitable contributions under section 2055(a) of the Internal Revenue Code of 1986, or successor section, divided as follows: a. Twenty percent (20%) to the Leadership-Harrisburg Area of Harrisburg, Pennsylvania (to the endowment with income used as the Board deems appropriate). However, if the Leadership-Harrisburg Area is no longer training volunteer community leaders at the death of the Settlor, such share shall be distributed to the remaining charitable beneficiary named hereunder, the Johns Hopkins Kimmel Cancer Center. b. Eighty percent (80%) to the Johns Hopkins Kimmel Cancer Center, Baltimore, Maryland. 2. The other fifty percent (50%) shalt be divided as follows: a. Fifty percent (50%) to Linda Bennett, Settlor's sister, per stirpes. b. Fifty percent (50%) to George A. Disney, Settlor's brother, per stirpes. Further provided, that if either of Linda Bennett or George A. Disney does not survive Settlor, and does not leave issue, then his or her share shall be given to the survivor of them. 3. Provided, that in the case of any beneficiary who is less than the age of thirty (30) years, his or her share shall be held pursuant to Article VI -Separate Trusts -6- of the Last Will and Testament of David B. Disney, executed contemporaneously with this Trust, and if such Will is not in existence or has been superseded, then the assets for a beneficiary who is less than the age of thirty (30) years, shall be held as follows: a. During the Beneficiary's Life. The following provisions shall apply during the beneficiary's life. The Trustee shall distribute as much of the income and principal of the Trust as the Trustee may from time to time determine to the beneficiary in such amounts or proportions as the Trustee may from time to time select, for the recipient's health, education and maintenance expenses. Education hereunder shall be limited to tuition at any undergraduate and graduate level institutions, room and board, and books and supplies relating thereto. ii. Any net income not so distributed shall be accumulated and annually added to principal. iii. The beneficiary shall have the right individually to withdraw all the principal at any time after attaining age thirty (30). b. Upon the Beneficiary's Death. Upon the beneficiary's death, the property, if any, then held in trust shall be distributed to the issue of the beneficiary per stirpes, subject to the terms of this Article VII.B.3 or, if there are no such issue, in equal shares to-the persons in the class composed of the surviving beneficiaries set forth in Article VII.B.2, Rer stirpes. ARTICLE VIII Takers of Last Resort The Trustees shall distribute any property that is not otherwise disposed of under this Agreement to Leadership-Harrisburg Area of Harrisburg, Pennsylvania (to the endowment with income used as the Board deems appropriate). However, if the Leadership-Harrisburg Area is no longer training volunteer community leaders at the Settlor's death, such share shall be distributed to the Johns Hopkins Kimmel Cancer Center. ARTICLE IX Maximum Duration for Trusts The Maximum Duration for Trusts means the longest period that property may be held in trust under this Agreement under the applicable rules governing perpetuities, vesting, accumulations, the suspension of alienation, and the like (including any applicable period in gross such as twenty-one (21) years and ninety (90) years). If under those rules the Maximum Duration for -7- Trusts shall be determined (or alternatively determined) with reference to the death of the last survivor of a group of individuals alive on the date of the Settlor's death, those individuals shall consist of the Settlor's surviving wife if she was living on the date of the Settlor's death, all of the Settlor's descendants living on the date of the Settlor's death, and any surviving spouse of a descendant of the Settlor if both the descendant and the spouse were living on the date of the Settlor's death. This Article shall not apply to a trust created by an exercise of a power of appointment conferred by this Agreement if the exercise is valid under this Agreement and under the applicable rules against perpetuities, accumulations, suspension of alienation, or the like, and such a trust may have different measuring lives than those provided in this Article. In the case of any property the Settlor has appointed to a trust under this Agreement from another Trust by exercising a power over the other trust, the date for determining measuring lives with respect to that property shall be the date that the Settlor's power was created (rather than the date of the Settlor's death}. ARTICLE X Payments to Minors Whenever income or principal becomes for any reason distributable to a person under twenty-one (21) years of age (described herein as the "Minor" regardless of the actual legal age of majority}, the Trustees may make the distribution in any way in which the Trustees shall deem appropriate, including (but not limited to}those enumerated in this Article: A. Distribution to Trust. The Trustees may hold the property in a separate trust for the Minor until the Minor attains twenty-one (21) years of age. The Trustees may distribute to the Minor as much of the net income and/or principal of the trust as the Trustees may from time to time determine, for any purpose, annually adding to principal any undistributed net income. When the Minor reaches twenty-one (21) years of age, the Trustees shall distribute the property to the Minor, if then living, or otherwise: 1. To the Minor's descendants surviving the Minor, per stirpes, or in default thereof; 2. If the Minor was a grandchild or more remote descendant of the Settlor, to the descendants then living, per stirpes, of the Minor's nearest ancestor who was a descendant of the Settlor with issue then living, or in default thereof or if the Minor was a child of the Settlor; 3. To the Settlor's descendants then living, per stirpes. Any trust under this section entitled "Distribution to Trust" shall terminate upon the expiration of the Maximum Duration for Trusts as defined elsewhere in this Agreement and the remaining trust property shall be distributed to the Minor in one of the other ways authorized in this Article. B. Distribution to Custodian. The Trustees may distribute the property to a custodian under any state's version of the Uniform Transfers (or Gifts) to Minors Act, including a -8- custodian selected by the Trustees. The Trustees may select any age for termination of the custodianship permitted under the Act, giving due consideration to selecting twenty-one (21) years of age if that is permitted. C. Distribution to Donee of a Power During Minority. The Trustees may actually distribute the property to anyone serving as Trustee under this Agreement, in a manner so that it then vests in the Minor, to hold the same as donee of a power during minority, such donee to have all the powers of a Trustee under this Agreement (including the power to apply the property for the .Minor) and to be compensated as if the property were a separate trust, but with no duty to account to any court periodically or otherwise. D. Distribution to a Guardian of a Minor's Property. The Trustees may distribute the property to a guardian of the Minor's property. E. Distribution to a Minor's Parent. The Trustees may distribute the property to a parent of the Minor even if the parent does not assume any formal fiduciary capacity concerning the property. Distributions shall be made to a parent of a beneficiary only if the parent either is a descendant of the Settlor or was married to a descendant of the Settlor at the date of death of the descendant of the Settlor who was the spouse of the parent to receive the distribution. F. Distribution Directly to a Minor. The Trustees may distribute the property directly to the Minor if the Minor has attained fourteen (14) years of age and has the practical capacity to own the type and amount of property in question. G. Exoneration of Fiduciary for Distributions-for Minor. The Trustees shall be free from any responsibility for the subsequent disposition of the property if it is distributed in one of the ways specified in this Article. ARTICLE XI Spendthrift Trust A. No Assignment. No interest in the trust shall be subject to the beneficiary's liabilities or creditor claims, assignment or anticipation. B. Protection from Creditors. If the Trustees shall determine that a beneficiary (other than the Settlor's wife) would not benefit as greatly from any outright distribution of trust income or principal because of the availability of the distribution to the beneficiary's creditors, the Trustees shall instead expend those amounts for the benefit of the beneficiary. This direction is intended to enable the Trustees to give the beneficiary the maximum possible benefit and enjoyment of all of the trust income and principal to which the beneficiary is entitled. -9- ARTICLE. XII Exercise of Powers Created Hereunder A. Form of Appointment. A power of appointment conferred hereunder upon a person in his or her individual capacity (a "Non-Fiduciary Power") may be exercised in favor of one or more persons, in any proportions, and in any lawful estates and interests, whether absolute or in further trust. Such aNon-Fiduciary Power may be exercised to create further Non-Fiduciary Powers which may be made exercisable in the same or a different manner. A limited power of appointment may be exercised to confer a limited or general power, including a presently exercisable limited or general power. B. Trustees Under Appointment. The Trustee under an appointment in further trust may be any person not prohibited from serving as Trustee under this Agreement and may be given fiduciary powers (including discretionary powers over distributions), exercisable, however, only in favor of objects of the exercised power. C. Trustee Can Create Trusts. The discretionary power of the Trustees (excluding, however, any Interested Trustee) to distribute principal from the Descendants' Separate Trusts may be exercised in the same ways as aNon-Fiduciary Power under this Article, except that this shaft not authorize the Trustees to restrict or curtail any beneficiary's interest in mandatory payments (such as ail or a fraction of the trust income} by an exercise that would not be authorized without this paragraph. If a power held in a fiduciary capacity is exercised to create another power (whether the power created is conferred in a fiduciary or individual capacity), then the power created shall not be exercisable in any manner which may postpone the vesting of any estate or interest in the appointed property or suspend the absolute ownership or power of alienation of the appointed property for a period ascertainable without regard to the date of the Settlor's death. ARTICLE XIII Retirement Benefits The following provisions concern Qualified Retirement Benefits that become distributable to the Trustees under this Agreement (whether directly or through the Settlor's estate) by reason of the Settlot's death. "Qualified Retirement Benefits" means amounts held in or payable pursuant to a plan (of whatever type) qualified under Code Sec. 401 or an individual retirement arrangement under Code Sec. 408 or Code Sec. 408A or a tax-shel#ered annuity under Code Sec. 403 or any other benefit subject to the distribution rules of Code Sec. 401(a)(9). A. Benefits Payable to Trustee. If Qualified Retirement Benefits are made payable to the Settlor's estate or directly to the Trustees without specifying a particular trust, then: 1. If the Settler's wife survives the Settler, any benefit excluded from the Settler`s gross estate shall be added to (but shall not affect the size of) that Formula Gift that is not made to any Marital Trust, or if there is no such gift to that portion of -10- the residue of the trust fund that is not left to any Marital Trust. No excluded benefit shal{, however, be used to satisfy any obligation of the Trust Fund. 2. Subject to that, to the extent there is insufficient other property to satisfy any of the Formula Gifts, a fractional share (and not a sum, even if the gift is stated as a sum) of the Qualified Retirement Benefits having a value as finally determined for federal estate tax purposes equal to the insufficiency shall be allocated in satisfaction of that gift. 3. The balance of the Qualified Retirement Benefits shall be disposed of in the same manner as the residue of the trust fund under this Agreement. B. Selection of Payout Schedule. The Trustees may in the Trustees' absolute discretion exercise any right to determine the manner and timing of payment of Qualified Retirement Benefits that is available to the recipient of the benefits, but they must exercise such rights in a manner consistent with the federal income tax rules regarding required distributions under Code Sec. 401(a)(9). However, if any Qualified Retirement Benefits are payable to the Marital Trust (whether pursuant to a separate beneficiary designation or pursuant to this Article) the Settlor's wife shall have the right in her individual capacity and in her absolute discretion, exercisable in all events, to withdraw from the plan, trust or account from which the benefits are payable, all the income of the plan, trust or account annually or at more frequent intervals. For this purpose "income" means income as defined in Code Sec. 643(b) determined as if the plan, trust, or account were a separate trust under this Agreement. This right of the Settlor's wife shall take precedence over the right of the trustees of the Marital Trust to such income and any exercise of the right shall take precedencesover any different payout selected by the Trustees of the Marital Trust. The Settlor directs the Trustees of the Marital Trust to take any steps necessary to enable the Settlor's wife to exercise this right effectively. C. Selection of "Designated Beneficiary." The Trustees are authorized to identify and designate the person who is, under applicable provisions of the Code and Regulations, the "designated beneficiary" whose life expectancy may be used to measure payments to any trust. The Trustees may name as such designated beneficiary any individual to whom income, principal, or both may then be distributable under the other provisions of this Agreement. Notwithstanding any other provision of this Agreement, the Trustees shall promptly distribute to the beneficiary outright and free of trust, al! amounts withdrawn by or distributed to the Trustees from any plan, trust or account as to which such individual is the designated beneficiary, and that are not otherwise distributable to such individual under other provisions of this Agreement. ARTICLE XIV Payment of Death Taxes A. All from Residue. Ali estate, inheritance, legacy, succession, generation skipping, or other wealth transfer taxes that result from the Settlor's death imposed by any domestic -11- or foreign taxing authority with respect to alf property taxable by reason of the Settlor's death, together with interest and penalties on those taxes, shall be charged against and paid without apportionmen# out of the residue of the Trust Fund as an administration expense. B. Modifications. However, the following clarifications and/or modifications of this general rule shall apply: 1. All taxes generated by the residue of the trust fund shall be apportioned within the residue of the trust fund to the share or shares generating the tax, but shall not be apportioned between current and future interests such as a life estate and remainder even if one and not the other is taxable. For this purpose, any tax generated by the Formula Gift shall not be considered part of the residue of the trust fund. 2. The tax on any QTlP property included in the Settlor's gross estate under Code Sec. 2044 shall be apportioned and paid in the manner provided in Code Sec. 2207A. !f not already provided by applicable law, to the extent that the Settlor has power to do so, the Settlor directs that state and foreign taxes shall be apportioned to and paid from the property at the marginal rate in the same way federal tax is payable, so that QTiP property shall contribute all the additional tax at the marginal rate caused by its inclusion. The Settlor further directs that any provision of the Settlor's wife's will or other governing instrument which provides which portion of a trust, or which of two or more trusts, of QTIP property should pay taxes shall be followed and the Settlor's Trustees shall pursue any right of reimbursement against such trusts only-in a manner consistent with that provision. 3. The tax on any property over which the Settlor had a general power of appointment and which is included in the Settlor's gross estate under Code Sec. 2041 whether or not the power is exercised shall be apportioned and paid in the manner provided by the Internal Revenue Code and applicable law, provided that if the general power is exercisable by this Agreement, the Settlor hereby exercises the power to the extent of directing the recipient or recipients of the property to which this power of appointment relates to pay to or on behalf of the Settlor's Trustees all the additional tax at the marginal rate caused by its inclusion and not just its proportionate share of tax at the average rate. However, this shall not apply to taxes on property included in the Settlor's gross estate solely because the Settlor had a withdrawal right over a fractional share or pecuniary portion of the property, limited to the amount set forth in Code Sec. 2514(e)(1) (currently, Five Thousand Dollars ($5,000.00)) or the percentage set forth in Code Sec. 2514(e)(2) (currently, five percent (5%)), which shall be paid out of the Trust Fund as an administration expense, without apportionment and with no right of reimbursement from the recipient or recipients of the property to which this power of appointment relates, and before any determination of the residue of the trust fund or of any shares or interests therein. -12 4. Any generation-skipping transfer tax other than a tax on a direct skip of property passing as part of the Trust Fund and disposed of under this Agreement prior to the Article disposing of the residue of the trust fund shall be charged to the property constituting the transfer in the manner provided by Code Sec. 2603(b). 5. Taxes imposed under Code Sec. 2701(d) shall be apportioned and paid as an additional estate or gift tax as provided in Chapter 14. C. Specific Reference to Code Sections. The Settlor hereby makes specific reference to Code Secs. 2207A (concerning tax on QTIP property), 22076 (concerning tax on property included under Code Sec. 2036), and 2603(b) (concerning the generation-skipping transfer tax under Chapter 13) 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. D. Apportionment Prevails Over Abatement. If payment of taxes from the residue of the trust fund in accordance with the foregoing exhausts the residue of the trust fund, the balance of tax due shall first be charged to the Formula Gift, and any balance due after that shall be apportioned to property passing as part of the Trust Fund and outside the Trust Fund, in accordance with the rules of tax apportionment rather than the rules of abatement. ARTICLE XV Trust+~es A. Trustee Appointments. 1. A Trustee who is a party to this Agreement or who is appointed in this Article 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. Other Trustees. The Settlor appoints Dorothy S. Disney and David M. Watts, Jr., as Co-Trustees under this Agreement, to take office upon the Settlor's death. If David M. Watts, Jr., is unable or unwilling to serve, then such other attorney as designated by the Management Committee of McNees Wallace & Nurick LLC, shall serve as a Co- Trustee. If Dorothy S. Disney is unable or unwilling to serve, no successor Trustee shall serve in her place. 2. A Trustee who is named by the Settlor to take office upon the Settlor's death shall serve together with any then-serving Trustee who is a party to this Agreement or any then-serving successor Trustee or Co-Trustee. - 13- 3. Except as may be expressly provided elsewhere in this Agreement, Trustees 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 Agreement shall be entitled to serve; (c) Third, athen-serving Co-Trustee effectively appointed by another Trustee shall be entitled to continue serving; (d) Fourth, a successor Trustee effectively appointed by another Trustee shall be entitled to serve; (e) 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 herein. A beneficiary's interest may nc;t be merged or converted into a legal life estate or estate for years because th~a beneficiary is the sole Trustee, but if this would still happen under applicable law, then a Co-Trustee shall be appointed in preference to such merger or conversion. C. Additional Provisions Regarding Changes in Fiduciaries. 1. Any Trustee may resign at any time-without court approval and whether or not a successor has been appointed. 2. Each individual Trustee (including successors) shall have the right to appoint a successor individual Trustee by an instrument in writing, such appointment to take effect upon the death, resignation or incapacity of the appointing Trustee. An appointment may be changed or revoked until it takes effect. If the Settlor has named a successor or successors to the appointing Trustee in this Agreement, the appointment of a successor under this paragraph shall take effect only if and when all Trustees that the Settlor has appointed fail to qualify or cease to act. 3. The individuals (and any corporation) acting as the Trustees may at any ti;.,e acting unanimously by written instrument appoint an individual or a corporation with fiduciary powers as a Co-Trustee. D. Accountings & Other Proceedings. The Settlor directs that a trust hereunder be subject to independent administration with as little court. supervision as the law allows. The Trustees shall not be required to render to any court annual or other periodic accounts, or - 14- any inventory, appraisal, or other returns or reports, except as required by applicable state law. The Trustees shall take such action for the settlement or approval of accounts at such times and before such courts or without court proceedings as the Trustees shall determine. The Trustees 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 Trustees shall not be required to register any trust hereunder. 2. The Settior 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 proceeding. The same rule shall apply to non-judicial settlements, releases, exonerations, and indemnities. E. Governing Law and Trustee Powers. The interpretation and operation of the trust shall be governed by the laws of the Commonwealth of Pennsylvania. The Trustees may, without prior authority from any court, exercise all powers conferred by this Agreement or by common law or by any fiduciary powers act or other statute of Pennsylvania or any other jurisdiction whose law applies to the Trust. The Trustees shall have absolute discretion in exercising these powers. Except as specifically limited by this Agreement, these powers shall extend to all property held by the Trustees until actual distribution of the property. The powers of the Trustees shall include the following: 1. The Trustees may determine what property is covered by general descriptions contained in this Agreement. 2. The Trustees may make any election available under the tax laws in such manner as the Trustees shall determine, including any election to treat this revocable trust as part of the Settlor's estate for income tax purposes, even though a Trustee may have an interest affected by the election, except where a Trustee is prohibited from participating in the election by another provision of this Agreement. 3. The Trustees may retain any property originally owned by the Settlor, and invest and reinvest in all forms of real and personal property, whether inside or outside the United States, including without limitation, common trust funds of a corporate Trustee, mutual funds, partnerships (including a partnership in which a Trustee is a partner), and other forms of joint investment (which may but need not be managed by, advised by, or affiliated with a Trustee), without regard to any principle of law limiting delegation of investment responsibility by Trustees.. 4. The Trustees may compromise claims or debts and abandon or demolish any property which the Trustees shall determine to be of little or no value. -15- 5. The Trustees may sell property at public or private sale, for cash or upon credit, exchange property for other property, lease property. for any period of time, and give options of any duration for sales, exchanges or leases. 6. The Trustees may join in any merger, reorganization, voting-trust plan or other concerted action of security holders, and delegate discretionary powers (including investment powers} in entering into the arrangement. 7. The Trustees may borrow from anyone, even if the lender is a Trustee under this Agreement, and may pledge property as security for repayment of the funds borrowed, including the establishment of a margin account. No Trustee shall be personally liable for any such loan, and such loan shall be payable only out of assets of the trust. 8. The Trustees may, without the consent of any beneficiary, distribute in cash or in kind, and allocate specific assets in satisfaction of fractional shares or pecuniary. sums among the beneficiaries (including any trust) in such proportions, not necessarily pro rata, as the Trustees may determine, even though a Trustee has an interest affected by the distribution and even though different beneficiaries entitled to the same sum or share may thereby receive different mixes of assets, possibly with different income tax bases, as long as the fair market value of property on the date of distribution is used in determining the extent to which any distribution satisfies a sum or share. 9. The Trustees may apply to the use of any individual, any property, whether principal or income, that otherwise-would or could be distributed directly to such individual. 10. The Trustees may, with respect to any real property: (i) partition, subdivide or improve such property and to enter into agreements concerning the partition, subdivision, improvement, zoning or management of any real estate in which a trust hereunder has an interest and impose or extinguish restrictions on any such real estate; (ii) sell, exchange, lease for any period, mortgage, alter, or otherwise dispose of such property and execute any instrument necessary to do that; and (iii) charge to principal the net loss incurred in operating or carrying non-income producing real property. 11. The Trustees may acquire, hold and maintain any residence (whether held as real property, condominium or cooperative apartment) for the use and benefit of the beneficiaries of any trust and, if the Trustees, in the exercise of sole and absolute discretion, shall determine that it would be in the best interests of the beneficiaries of any trust to maintain a residence for their use but that the residence owned by the Trustees should not be used for such purposes, the Trustees may sell said residence and apply the net proceeds of sale to the purchase of such other residence or make such other arrangements as the Trustees, in the exercise of sole and absolute discretion, shall deem suitable for -16- the purpose. Any proceeds of sale not needed for reinvestment in a residence as provided above shall be added to the principal ofi the trust and thereafter held, administered and disposed of as a part thereof. The Trustees may pay all carrying charges of such residence, including but not limited to, any taxes, assessments and maintenance thereon, and all expenses of the repair and operation thereof, including the employment of domestic servants and other expenses incident to the running of a household for the benefit of the beneficiaries of the trust. The Trustees may expend such amounts as the Disinterested Trustees, in the exercise of sole and absolute discretion, shall determine to maintain the current lifestyle of the beneficiaries including, but not limited to, providing for their personal care and comfort in any manner whatsoever. In the case of any trust created under this Agreement which qualifies for the marital deduction, such occupancy shall be rent free and any other condition shall be consistent with the intention that the Settlor's wife have that degree of beneficial enjoyment of the trust property during life which the princip{es of the law of trusts accord to a person who is unqualifiedly designated as the life beneficiary of a trust, so that the Settlor's wife's interest is a qualifying income interest for life for purposes of the marital deduction. 12. The Trustees may acquire, hold and maintain as a part of each trust hereunder any and al{ artic{es of tangib{e personal property or any other property whether productive, under productive or unproductive of income, and without any duty to convert such property to productive property, subject, however, to any right of the Settlor's wife to demand that any property held in a trust for her benefit be made productive and pay the expenses of the repair and maintenance of such property, and sell such property and~p{y the net proceeds of sale to the purchase of such other property as the Trustees, in the exercise of sole and absolute discretion, deem suitable for the purpose. 13. The Trustees may employ a custodian, hold property unregistered ar in the name of a nominee (including the nominee of any bank, trust company, brokerage house or other institution employed as custodian), and pay reasonable compensation to a custodian in addition to any fees otherwise payable to the Trustees, notwithstanding any rule of law otherwise prohibiting such dual compensation. 14. The Trustees may hold two or more trusts hereunder as a combined fund (allocating ratably to such trusts all receipts from, and expenses of, the combined fund} for convenience in investment and administration, but no combination of trusts for this purpose may alter their status as separate trusts. 15. The Trustees may consolidate any trust for a descendant with another trust having identical terms and the same trustee (whether or not under this Agreement) and administer the two as one trust, provided that each portion of the consolidated trust shall terminate and vest in possession no later than the date required for the separate trust from which it came. -17- 16. The Trustees may divide any trust into two or more separate trusts and. administer them as separate trusts, either before or after the trust is funded, to enable GST Exemption to be allocated separately to one of the trusts, or to enable the election under Code Sec. 2652{a)(3) to be made separately over one of them, or otherwise to make .possible a separate trust with a zero inclusion ratio, or because the trusts have different transferors for GST purposes, or for any other purpose. Any such division shall be by fractional shares and each share shall participate pro rata in income, appreciation, and depreciation to the time of division. Any relevant pecuniary amount {such as the obligation to pay an annuity, or the right to withdraw that amount referred to in Code Sec. 2514(e)(1) (currently, Five Thousand Dollars ($5,000.00))) shall be applied pro rata to the separate trusts based on the fractional shares into which they are divided. 17. The Trustees may make loans to, and buy property from, the Settlor's or the Settlor's wife's estate or the trustee of any trust subject to any wealth transfer tax upon either of their deaths, regardless of the fact that one or more or all of the persons serving as Trustee hereunder are also serving as a selling or borrowing fiduciary; provided that such loans shall be for adequate interest and shall be adequately secured and such purchases shall be for fair market value. 18. The Trustees may employ and rely upon advice given by accountants, attorneys, investment bankers, and other expert advisers, and employ agents, clerics and other employees, and pay reasonable compensation to such advisors or employees in addition to fees otherwise payable to the Trustees, notwithstanding any rule of law otherwise prohibiting such dual compensation. 19. The Trustees may accept or decline to accept additions from any source. F. Additional General Provisions Regarding Fiduciaries. "Interested Trustee" means for any trust a trustee who is (i) a transferor of property to the trust, including a person whose qualified disclaimer resulted in property passing to the trust; or (ii) a person who is or in the future may be eligible to receive income or principal pursuant to the terms of the trust. A Trustee described in (i) is an Interested Trustee only with respect to the transferred property (including income and gain on, and reinvestment of, such property). A person is described in (ii) even if he or she has a remote contingent remainder interest, but is not described in (ii) if the person's only interest is as a potential appointee under aNon-Fiduciary Power of appointment held by another person the exercise of which will take effect only in the future, such as a testamentary power held by a living person. A trustee who is not an interested Trustee is a "Disinterested Trustee." 2. Under this Agreement, if two or more separate trusts with the same beneficiaries and same terms are created, either by direction or pursuant to the exercise of -18- discretion, the Settlor intends that the separate trusts may but need not have the same investments and may but need not follow the same pattern of distributions. The Trustees' powers shall be exercisable separately with respect to each trust. 3. Except to the extent specifically provided otherwise in this Agreement, references to the Trustees shall, in their application to a trust hereunder, refer to all those from time to time acting as Trustees of that trust and if two or more Trustees are eligible to act on a given matter they shall act by majority. In the exercise of discretion over distributions, if this Agreement provides that certain Trustees may participate in distributions limited by an ascertainable standard, while a different set of Trustees may participate in distributions for any purpose, if the two sets of Trustees (each acting by its 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. 4. Individual Trustees shall receive compensation in accordance with the law of Pennsylvania in effect at the time of payment, unless the Trustee waives compensation, provided that the Settlor's wife and descendants shall serve without 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, or a fee for providing an appraisal, or a fee for providing corporate finance or investment banking services. The Settlor also recognizes that a corporate Trustee may charge separately for 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. 5. No Trustee shall be liable to anyone for anything done or not done by any other Trustee or by any beneficiary. 6. 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 frrm of which a corporate or individual Trustee is a partner, shareholder, proprietor, associate, employee, owner, subsidiary, affiliate or the like, and property of a trust hereunder may be invested in individual securities, mutual funds, partnerships, private placements, or other forms of investment promoted, underwritten, managed, or advised by a Trustee or such a firm. 7. The Trustees may employ and rely upon advice given by investment counsel, delegate discretionary investment authority over investments to investment -99- counsel, and pay investment counsel reasonable compensation in addition to fees otherwise payable to the Trustees, notwithstanding any rule of law otherwise prohibiting such dual compensation. The Trustees may but need not favor retention of assets originally owned by the Settlor. 8. 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 Trustees 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. 9. If the Settlor has given the Trustees discretion concerning distributions of lincome or principal, that discretion shall be absolute and uncontrolled, and subject to correction by a court only if the Trustees should act utterly without reason, or in bad faith, or in violation of specific provisions of this Agreement. {f the Settlor has set forth general guidelines (as opposed to directions or dollar limits) for the Trustees 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 Trustees will be in the best position to interpret and carry out the intentions expressed herein under changing circumstances. This paragraph shall not, however, apply to any standards framed in terms of health, education, support (including support in an accustomed manner of living-ror maintenance as those words shall create an ascertainable standard for federal tax purposes when applied to a trustee's power or a power held individually, although even in those cases the holder of the power shall have as much discretion as is consistent therewith. An Interested Trustee may exercise discretion to make distributions to himself or herself subject to an ascertainable standard notwithstanding any contrary rule of law. 10. 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 substitu#e for a legal obligation of that trustee, including the obligation to support a beneficiary of the trust. Subject to that, in exercising discretion over distributions, the Trustees may consider, or may disregard, other resources available to any beneficiary, 11. Unless the Settlor has specifically provided otherwise, and subject to any ascertainable standard governing its exercise, the Trustees' 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. -20- 12. A Trustee may irrevocably release one or more powers held by the Trustee while retaining other powers. 13. Any Trustee may delega#e to a Co-Trustee any power held by the delegating Trustee, but only if the Co-Trustee is authorized to exercise the power delegated. A delegation may be revocable, but while it is in effect the delegating Trustee shall have no responsibility concerning the exercise of the delegated power. G. Exoneration From Security. No Trustee 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. ARTICLE XVI Definitions and Miscellaneous Provisions The following definitions and miscellaneous provisions shall apply under this Agreement: A. Include Children and Descendants Whenever Born. References to "children" and "descendants" shall include children and descendants whenever born. B. Surviving Spouse. An individual's "surviving spouse" means the person (if any) surviving the individual to whom the individual is married at the time of the individual's death. C. Determining Descendants. One's children and other descendants shall be determined according to applicable law, excep# to the extent modified by this Article or by other specific provisions of this Agreement. A child adopted before he or she attains eighteen (18) years of age (but not after attaining that age), shall be treated under this Agreement as a child of his or her adopting parents and their ancestors. 2. A biological child shall not be treated as a child or descendant of any biological parent of the child, or of the ancestors of such biological parent, if the child has been surrendered for adoption with the consent of such biological parent and the child's adoptive parent substitutes for the consenting parent under applicable state law. 3. Adoptions and marriages that are recognized under this Agreement shall not affect prior distributions or other interests that have previously vested in possession, but they shall enable a person to receive distributions from or remainder or other interests in a trust still in existence. The descendants of a person who is treated as a child or descendants under this Article, shall also be treated as descendants such person's ancestors. The descendants of a person -21- who is treated as not being a child or descendant under this Article, shall also be treated as not being descendants of such person's ancestors. D. Minor and Adult. Whether an individual is a minor or an adult shall be determined under the laws of the individual's domicile at the time in question, except in cases when this Agreement has specifically defined "Minor" to mean a person under twenty-one (21) years of age. E. Code. References to the "Internal Revenue Code" or "Code" or to provisions thereof are to the Internal Revenue Code of 1986, as amended at the time in question. References to the "Regulations" or "Regs." are to the Treasury Regulations under the Code. If, 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 the Settlor's intent as expressed in this Agreement, and a similar rule shall apply to references to the Regulations. F. Per Stirpes. Property that is to be divided among an individual's surviving or then living descendants "per stirpes" shall be divided into as many equal shares as there are children of the individual who are then living or who have died leaving surviving or then-living descendants. A share allocated to a deceased child of the individual shall be divided further among such deceased child's surviving or then-living descendants in the same manner. G. Disability. The Settlor or a-t. ustee shall be deemed to be "disabled" (and while disabled shall not serve as a Trustee) if arnother then-serving trustee or, if there is none, the next successor trustee receives written certification that the examined individual is physically or mentally incapable of managing the affairs of the trust (or, in the case of the Settlor, the Settlor's personal financial affairs), whether or not there is an adjudication of incompetence. This certification shall be valid only if it is signed by at least two (2) physicians, each of whom has personally examined the Settlor or the trustee, as the case may be, and at least one (1) of whom is board-certified in the specialty most closely associated with the alleged disability. 2. This certification need not indicate any cause for the trustee's disability. 3. A certification of disability shall be rescinded when a serving trustee receives a certification that the Settlor shall then be capable of managing the Settlor's personal financial affairs or that the former trustee, as the case may be, is capable of managing the trust's affairs. This certification, too, shalt be valid only if it is signed by at least two (2) physicians, each of whom has personally examined the Settlor or the trustee, as the case may be, and at least one (1) of -22- 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. H. Gross Estate. "Gross estate" means the Settlor's gross estate as determined for federal estate tax purposes (or for state death tax purposes where relevant). I. Terms Relating to Formula Gift. The technical tax:related term detem~ining the Formula Gift shall be defined as follows: The Settlor's "Estate Tax Exemption" means the largest amount that can pass to the Family Trust as a Formula Gift without increasing the Settlor's federal estate tax. 2. This amount and the resulting Formula Gift shall be calculated using final federal estate tax values and the calculations shall take account of all non-deductible items entering into the calculation of the Settlor's federal estate tax, which include, for example, the Settlor's adjusted taxable gifts during life, non-deductible gifts under or outside this Agreement, state death taxes, some administration expenses not allowed as estate tax deductions, as well as all deductible items, which include, for example, gifts under or outside this Agreement that qualify for the marital or charitable deduction, and some administration expen-ses allowed as estate tax deductions. However, in making the calculations it shall be assumed that an election is made by the Settlor's Trustees to qualify all eligib{e property for the marital deduction regardless of what election is in fact made by the Settlor's Trustees. In making the calculations it shall also be assumed that an election is made by the Settlor's Trustees to pay Pennsylvania inheritance tax with respect to all of any trust or similar arrangement to which Sec. 2113 of the Pennsylvania Inheritance and Estate Tax Act, 72 P.S. Sec. 9113 would otherwise apply, except for any trust that qualifies, or is hereunder assumed to have qualified, for the federal estate tax marital deduction, as to which it shall be assumed that no such election has been made, regardless of what election is in fact made by the Settlor's Trustees. The calculations shall take into account all available subtractions and credits against the federal estate tax (other than a credit for previously taxed property that results from a death after the Settlor's death), except that no credit shall be taken into account that does not reduce the federal estate tax to zero or the lowest possible amount, and if the only credits that can do that are the unified credit and the credit for state death taxes, the credit for state death taxes shall not be taken into account if the state imposes only a tax equal to that credit. Furthermore, the calculations shat( be made in such a manner that the state death taxes based on the state death tax credit are not increased thereby. The calculations shall be made before giving effect to any disclaimer. The Settlor recognizes that some of -23- these amounts may be zero, may be affected by changes in the law before the Settlor's death and by the Trustees in exercising certain tax elections (for example, the selection of the valuation date and the deduction of some administra#ion expenses), and will be affected by some items (for example, state death taxes and some administration expenses not allowed as estate tax deductions) even though such items may initially be payable from the Trust Fund generally.. ARTICLE XVI1 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. Approve Investment Decisions. The right to approve the Trustees' investment decisions, and the Settlor's approval shall bind all other beneficiaries. D. Approve Trustee's Conduct. The right from time to time to approve of the Trustees' conduct (whether in connectia~n-with an accounting by the Trustees 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 Trustees. IN WITNESS WHEREOF, the Trustees 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. WITNESS: SETT,LOR: L e. DAVID B. DISN -24- WITNESS: TRUSTEES n ;~ ~' DAVID B. DISN 5. DOROT S. DISNEY -25- COMNfONWEALTH OF PENNSYLVANIA COUNTY OF ~()~U Pµ/tiJ ss: HEREBY CERTIFY that on this I~ ~'` day of ~_, 2009 before me, the subscriber, a Notary Public in and for the Commonwealth of Pennsylvania, personally appeared DAVID B. DISNEY, 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 instrument, and acknowledged that the foregoing instrument was executed by DAVID B. DISNEY, as Settlor, for the purposes therein contained. WITNESS my hand and notarial seal, Notary Pub c (SEAL) COMMONWEALTH OF PENNSYLVANIA F otarial Seal Public Carol A. Ko penhaver, Notary City of Harrisburg, Dauphin Courtly My Commission Expires March 18, 2012 -26- Estate Valuation USAA Brokerage Account #65014598 Date of Death: 03/14/2010 Estate of: Estate of David B. Disney Valuation Date: 03/14/2010 Account: 29463-0001 Processing Date: 06/01/2010 Report Type: Date of Death Number of Securities: 4 File ID: Disney - USAA Frokerage Account Shares Security Mean and/or Div and Int: Security or Par Description High/Ask Low/Bid Adjustments Accruals Value 1) 3765.71 Cash (CASH) 3,765.71 2) 308.284 DISNEY WALT CO (254687106; DIS) COM DISNEY New York Stock Exchange 03/12/2010 33.81000 33.47000 H/L 03/15/2010 33.75000 33.36000 H/L 33.597500 10,357.57 3) 554.698 M & T BK CORP (55261F104; MTB) COM New York Stock Exchange 03/12/2010 81.33000 79.78000 H/L 03/15/2010 60.48000 79.72000 H/L 80.327500 44,557.50 Div: 0.7 Ex: 02/29/2010 Rec: 02/26/ 2010 Pay: 03/31/2010 388.29 4) 25.07 CITADEL BROADCASTING CORP (CTDBQ) COM OTC Bulletin Board 03/12/2010 0.06500 0.05000 H/L 03/15/2010 0.06100 0.03500 H/L 0.052750 1.32 Total Value: Total Accrual: Total: $59,070.39 ~J~,btlL.lU $388.29 Page 1 This report was produced with EstateVal, a product of Estate Valuations & Pricing Systems, Inc. If you have questions, please contact EVP Systems at (818) 313-6300 or www.evpsys.com. 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I also understand that if I do not select a beneficiary, or if I am not survived by any beneficiary that all death benefits will be paid in accordance with the Plan. I hereby designate the following person or persons as Primary and Secondary Beneficiaries: Primary: / ~ / / •. / Secondary: ~U0 i~ ,/ i Social Sec. #: S1~r ~ f~~/~/~//~Relationship: Social Sec. #: Relationship: I understand that the Plan Administrator will direct Trustee to pay all benefits payable under the Plan by reason of my death to the Primary Beneficiary, if he or she survives me; and if no Primary Beneficiary shall survive me, then to the Secondary Beneficiary, I reserve the right to revoke or change any Beneficiary Designation, and hereby revoke all prior Beneficiary Designations. I will inform the Plan Administrator immediately of any change in my marital status. ~, , ~, L~ t/ >~ Date: ~~ 1 !'« 'iWG•1~ Signature: / ,~ Plan Administrator Acceptance Signature: Date: ~f LETORT s, .. .X:.~: •.~ i•~.. 313D Morningride Drive, Camp Hrll, PA 17011, 717.761.7616, Fax 717.761.7842, ~vww.letorttrust.com MWN SAVINGS bLAN ATTACHMENT TO SURVIVOR & BENEFICIARY ELECTION FORM FOR DAVID B. DISNEY Plan: I hereby designate the following as the beneficiaries of my account balances in the MWN Savings 90% David B. Disney Trust, as amended on November 11, 2009. 4% Leadership-Harrisburg Area, Harrisburg, Pennsylvania, to the endowment with thE; income to be used as the Board deems appropriate. However, if the Leadership- Harrisburg Area is no longer training volunteer community leaders at my death, such share shall be distributed pro rata to Carleton College and Pine Street Presbyterian Church as referenced below. 3.5% Carleton College, Northfield, Minnesota 2.5% Pine Street Presbyterian Church, for the support of musical programs similar to the recitals, "Music at Pine Street." If such programs are discontinued far any reason,.. such income may be used only for the purpose of retaining additional musicians to play for holiday and special services. The multiple beneficiaries hereunder shall be entitled, to the maximum extent permitted by law, to have my death benefit divided into separate accounts corresponding to each beneficiary's separate interest in the death benefit, as of or at any time after my death, and following such division, the separate accounts shall be maintained as if each were a death benefit payable solely to the applicable beneficiary. Following such division, no beneficiary shall have any further interest in or any claim to any part of the death benefit other than the separate account representing his, her or its interest. In the event that any charitable beneficiary fails to qualify as~an organization eligible to receive deductible charitable gifts under section 2055 of the Internal Revenue Code of 1986, as amended, its share shall be allocated among the other beneficiaries (other than my Estate) on a pro rata basis. Except as may be otherwise provided herein, in the MWN Savings Plan, or by applicable law, each beneficiary shall be entitled to elect the form and timing of distribution of any benefits payable to such beneficiary, provided that there must be distributed, in each calendar year, at least the minimum distribution amount for such year. 1, ~. Dated: /~ J /~' - ~ ' . ~ .'ti' U7 . David B. Disney ~IWN Savings i'!an Spousal Consent to Beneficiary Designation 1, the undersigned Spouse of the Participant named in the fioregoing "Beneficiary Designation Form," hereby certify that I have read the Beneficiary Designation form and fully understand the property subject to the designation includes property in which {may possess a beneficial interest, provided 1 survive my spouse. Being fully satisfied with the provisions of the designation, I hereby consent to and accept the beneficiary designation without regard to whether I survive or predecease my spouse. have executed this consent this ~~l ~~L day of ;`~~:~ ~ ~'~•~~ fw ~ , ,, ., :,- ~• G + ~, Signature of Spouse: -,~'-1 ~,;~~~ ~ ~ ~'~ •'~ ~~'~' Date: /~~///0 9 ~~ %l ;, , ~~ Before me -- the undersigned, a Notary Public or Plan Administrative -- personally appeared ~ ~ oTF~J 5 , .~ ~$~ ~~ ,who executed the above Spousal Consent as a free and voluntary act. IN WITNESS WHEREOF, I have signed my name and affixed my official seal this 1 ~`~ day of 1 v D ~~.~18~, ,0200 Notary Public or Plan Administrator: ~ ~ _ COMMONWEALTH OF PENNSYLVANfA Notarial Seal Caro- A. Koppenhavgr, Notary Public City of Harrisburg, Dauphin County My Commission Expires March i8, 2012 ~~ r ~~ r J ~!~ ~ t~" LETORT t,lunc~: mrr.l ~ 1'rusl 3130 hlorningsrde Drive, Camp NiJJ, P~ 17D11, 71 ?.761.7626, Fax 717.761.7842, www.letortgroup.biz ~~ 9800 Fredericksburg Road San Antonio, Texas 78288 USAA° May 6, 2010 Estate of David B Disney C/O David E Gruver 100 Pine Street PO Box 1166 Harrisburg, PA 17108-1166 Dear Mr. Gruver: As you requested, below is the account value information as of March 14, 2010 for USAA Brokerage Account number ending in 0052. USAA FED SVGS BNK C/F SDIRA DAVID BRUCE DISNEY Symbol CASH DIS MTB PAYX FULT MKC CTDBQ TOTAL Shares 24.700 309.701 142.768 124.434 542.746 78.838 22.871 Share Price $1.00 $33.69 $80.00 $32.13 $9.78 $38.31 $0.06 Dollar Value $24.70 $10,433.83 $11,421.44 $3,998.06 $5,308.06 $3,020.28 $1.35 $34,207.72 If you need further information, please contact a member service representative at 1-800-531-8181. Sincerely, Paul Ramos Investor Account Services USAA Brokerage Services is a division of USAA Financial Advisors, Inc., a registered broker dealer. USAA 5/20/2010 4:19:09 PM PAGE 2/002 Fax Server ~~ 9800 Fredericksburg Road San Antonio, Texas 78288 ~SA Jl® (800) 531-8722 May 20, 2010 Estate of Lieutenant David B. Disney c/o McNees Wallace and Nurick LLC Attn: David Gruber Fax#: (717} 260-1658 Dear Mrs. Disney: Our records confirm that the following beneficiaries were designated for the USAA Brokerage Self-Directed Individual Retirement Arrangement account ending in 0052 associated with the Estate of Lieutenant David B. Disney. Primary Beneficiaries Secondary Beneficiary United Way of the Capital Region - 50% Not Applicable Dickinson College - 50% Should you have additional questions, please call our Survivor Relations Team at (800) 5 31-1045. Sincerely, USAA Investment Services [1SAA Brokerage Sen~ices is a division of 11SM Financial Advisors, Inc. ([1SAA), a registered broker dealer. ~~ c ees Wallace & Nurick LLC David E. Gruver, Pa. C.P. Paralegal Direct Dial: 717.237.5362 Direct Fax: 717.260.1658 dgruver@mwn.com July 23, 2010 Cumberland County Register of Wills One Courthouse Square Carlisle, PA 17013 RE: Estate of David B. Disney DOD: 03/14/2010 File No.: 2010-0416 Dear Sir or Madam: VIA CERTIFIED MAIL Enclosed for filing are the following items for the above-mentioned Estate: * Inheritance Tax Return Resident Decedent (REV-1500) (two originals); * Inventory; * Check in the amount of $276.77 for tax due; * Check in the amount of $30.00 for filing fee; and * File copies to be date stamped. Please date stamp our file copies and return them to me in the envelope provided. If you have any questions or need additional information, please contact me. Thank you. Ve ru ly yo , c~ r~ O avid E. Gruver, a. C.P. ~~~J~ Paralegal -~~ _,. ~.... deg Enclosures c: Dorothy S. Disney David M. Watts, Jr. . ~~ rn f~~c~ :~ ~=: ..~ ..,~ _-! .~ r- t~i c.,n __ -: ~~ , i-; j -., ._ ": _ ~, ._ ~ r, ,~ } www.mwn.com HARRISBURG, PA '~ LANCASTER, PA • STATE COLLEGE, PA • HAZLETON, PA '~ COLUMBUS, OH • WASHINGTON, DC