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HomeMy WebLinkAbout07-29-10J 1505610143 REV-1500 ~`(°'-'°' PA Department of Revenue Penneyivania OFFICIAL USE ONLY Bureau of Individual Taxes ~~•o•r.Y.w County code vest FAa Niiiiiea ~ PO Box.2 INHERITANCE TAX RETURN ~~ 7 ~~ Harrisburg, ~ a ~2s-osot RESIDENT DECEDENT 21 10 ENTER DECEDENT INFORMATION BELOW Social Security Number Dats of Death Date of Birth 171 32 7778 06 it 2009 10 17 1939 Decedent's Last Name Suffix Decedent's First Name MILLER MI SANDRA J (tf Applicable) Enter Survivlrp Spouse's IrMonrlatlon Below Spouse's Last Name Suffix Spouse's First Name MIT•T•iAR MI CBARLES A Spouse's Social Securely Number THIS RETURN MUST BE FILED IN DUPLICATE WI~'H THE REGISTER OF WILLS FILL INAPPROPRIATE OVALS BELOW X^ 1. Original Return ^ 2. Supplarnerttal Return ^ 3. Remairldat R (data of death ^ prior t0 12-13- 4. Limited Estate ^ 'w• ~d~ of deMharCloerm 24,2, 82) ^ i S. Federal Eatate',Tax Return Required ^ 6. DecadarR Died Testate (Reach Copy d wri) ® 7. ~ ~)a Living Trwt ~ B. Total Numtrsr'dt Sa% peposit eo~cee ^ 9. Lidgatlon Procxede Received ^ 10. e6tirw,,2Ji`~~"'.nd'><-d~s) °s8a' ^ 11. Elaafon t~ tax (Attach Sdt. O)unde~r ~. 9113(A) CORRESPONDENT _ THI8 SECTION MUST BE' COMPLE7t:D. ALL CORRESPONDt~SNCE AND CONFbENT1AL TAX INFORMA N S LD BE DIRECTED TO: Name TN i W AMY M 1~OYA Daytime Telepho a umber 717 652''7 23 r.a a ~-~ REt313TER ~~ Lt~.S US~NLY eye i ~} First Nne tN address -~ ~ ~; ; ~ ~~ ~._: 5011 LOCUST LANE ~'~- rv f-''`~'~' -~ cry - ~ ~,_ Second Ilne of address d, ~ 'O c_' ` i7 ~ ; `D ~ I' N ~~+ i ~i City or Post Office -~' ' -- ~ O Stets LP Cods DATE I D Cp ~ BARRISSURG PA 17109 CorrospondenYs e-mail address: Arny(~Ledererlaw.cofn it it true, correct and~kla, paq of a Under penaltlea of 5 I dadara ttrat I olha ~ttrn~ ipenon tepna 1 ~on aN indC'ot which 91GNATURE ~ and s1e twat knowledge ADD ss ~ Charles A. IiNl~r 708 S. Broad Mechanicsbu PA 17055 TIME t>F ARE THER THAN REPRESENTATNE TE ADDRESS ~Y M• Moye ~ ~ 5011 Locust Lane, Harrisbu PA 17109 Side 1 1505610143 15056301413 ~'~ __ J 1505610243 REV-1500 EX Decedent's Social Security Number DeOB~'• "•^~•~ Miller, Sandra J. 171 32 7 7 7 8 RECAPITULATION 1. Real Estate (Schedule A) ....................................................................................... 1. 2. Stocks and Bonds (Schedule B) ............................................................................. 2. 3. Closely Hek! Corporation, Partnership or Sole-Proprietorship (Schedule C)......... 3. 4. Mortgages & Notes Receivable (Schedule D) ............................... 4 ......................... . 5• Cash, Bank Deposits 8 Miscellaneous Personal Property (Schedule E) ............... 5. 6. Jointly Owned Property (Schedule F) ^ Separate Billing Requested............ 8. 7~ t~cn-Probate (Schedule G) nsfers 8 Miscxllaneous erB ~ Separat il ling Requested............ L-J 7. 65 ~ ,138.50 8. Total Gross Assets (total Lines 1-7) ..................................................................... 8, 65~ , 138.50 9. Funeral Expenses & Administrative Costs (Schedule H) .............. .................... g. , 33 9.0 0 10. Debts of Decedent, Mortgage Liabilities, 8 Liens (Schedule I) .............................. 10. ~ r 7 7 7 . 5 7 11. Total Deductions (total Lines 9 8~ 10) ................................................. ,I . 116 14 57 .................. 11, , . 12. Net Value of Estate (Line 8 minus Line ~11) .......:.......:..................... 1 64 ~ 021 93 13. ..................... CharRable and Governmental Bequests/Sec 9113 Trusts for which 2, , . an election to tax has not been made (Schedule J) ............................................... 13. ~ 7 Q , 2 83.0 7 14. Net Value Subject to Tax (Line 12 minus Line 13) ............................................... 14, 17 ~ , 7 3 8 . 8 6 TAX COMPUTATION -SEE INSTRUCTIONS FOR APPLICABLE RATES 15. Amount of line 14 taxable at the spousal tax rate, or transfers under Sec. 9116 (a)(1.2)x.oo 172, 738.86 15. ' 0.00 16. Amount of Line 14 taxable at lineal rate X .045 0.00 18. 0.00 17. Amount of Line 14 taxable at sibling rate X .12 0. 0 0 17. 0. 0 0 18. Amount of Line 14 taxable at collateral rate X .15 0.00 18. 0.00 19. Tax Due ........................................................................ .......................................... 19. 0 . 0 0 20. FILL IN THE OVAL IF YOU ARE REQUESTING A REFUND OF AN OVERPAYMENT. ^ Side 2 L 15056b0243 1505610243 REV-1500 EX Page 3 Decedent's Complete Address: DECEDENTS NAME MFller, Sandra J. STREET ADDRESS 708 S. Broad Street File Number 21-10 CITY STATE IIP Mechanicsburg PA 17055 Tax Payments and Credits: 1. Tax Due (Page 2, Line 19) (1) ' 0.00 2. Credits/Payments A. Prior Payments B. Discount 0.00 Total Credits (A + B) (2) 0.00 3. Interest (3) 4. If Line 2 is greater than Line 1 + Line 3, enter the difference. This is the OVERPAYMENT. (4) Chsck box on Page 2 Line ZO m r+equsst a refund -~ 5. If Line 1 + Line 3 is greater than Line 2, enter the difference. This is the TAX DUE. (5) O"00 ae ec as eo• ~ry ~ F WILLS, AGENT. >~. ,_ a ~, ~... ~~ ~` .. - PLEASE ANSWER THE FOLLOWING QUESTIONS BY PLACING AN "X" IN THE APPROPIkIA~TE BLOCKS 1. Did decedent make a transfer and: Yves No a. retain the use or income of the property transferred :............................................................................... x b. retain the right to designate who shall use the property transferred or its income :.................................. x c. retain a reversionary interest; or .............................................................................................................:. x d. receive the promise for life of either payments, benefits or care? ............................................................ x 2. If death oxurred after December 12, 1982, did decedent transfer property within one year of death without receiving adequate conaideretion~ .................................................................................................................... ^ 0 3. Did decedent own an "intrust for" or payabb 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 designation7 .......................................................... ~ ^ ................................. . ...................... IF THE ANSWER TO ANY OF THE A80VE QUESTIONS IS YES, YOU MUST COMPLETE SCHEDULE G AND FILE IT A$ PI~RT 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 ruse of the surviving spouse is 3 percent [72 P.S. §9116 (a) (1.1) (i)J. For dates of death on or after January 1, 1995, the tax rate imposed on the net value of transfers to or for the use of the surv'nring pouse is 0 percent [72 P.S. §9116 (a) (1.1) (ii)]. The statute does not exempt a transfer to a surviving spouse from tax, and the statutory requirerrlent~ 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 ears of age or younger at death to or for the use ¢f a natural parent, an adoptive parent, or a stepparent of the child is 0 percent [72 P.S. §9116 (a) (1.2)]. .The tax rate imposed on the net value of transfers to or for the use of the decedent's lineal beneficiaries is 4.5 percent, except ~s noted in 72 P.S. §9116 1.2) [72 P.S. §9116 (a) (1)]. . The tax rate imposed on the net value of transfers to or for the use of the decedent's siblings is 12 percent [72 P.S. §9116 (~a) ( .3) . A sibling is defined under Section 9102, as an indivkual who has at least one parent in common with the decedent, whether ~y b11oo~ or adoption. Rw-iS10 EXt (6-96) COMtlUNV1EALTH of PENN6YLVAI6A INttBRRAtiCE TAX RETURN RESIDENT DECEDENT ESTATE OF Miller, Sandra J. SCHEDULE G INTER-VIVOS TRANSFERS ~ MISC. NON-PROBATE PROPERTY FILE Nl 21-10 This nd~edule must be completed and filed if tM annwer to arty or queslbns 1 through 4 on the rwsrse aide of the REV-1500 COVER SHEET is yes. ITEM DESCRIPTION OF PROPERTY DATE pF DEATH % OF DECD'S NUMBER htE pp~ p ~~NSTF~ ATMAC~~~ ~ T~ GEED Fly R~ EsTn~DTE. VALUE OF ASSET t~REST li ~cPL~~ ~ 1 619.588 shares of USAA Value Fund, CUSIP No. 5,941.88 100.000°~L 903288777, held at USAA, -Account No. 78900388703, ~' titled to Sandra J. Miller and Charles A. Miller, Trustees of the Sandra J. Miller Living Trust dated December 3,1999 (58.59/sh) 2 1,117.131 shares of USAA Tax Exempt Intermediate- 13,581.58 100.000% Tenn Fund. -CUSIP No. 803288205, held at USAA, Account No. 44801185187, titled to Sandra J. Miller and Charles A. Miller, Trustees of the Sandra J. Miller Living Trust dated December 3,1998 (512.14/ah) (accrued dividend S19.S9) 3 1,819.309 shares of USAA Treasury Money Market Trust, -CUSIP No. 803287605, held at USAA, Account No. 53800313015, dried to Sandra J. Miller and Charles A. Miller, Tniistesa of the Sandra J. Mlllsr Living Trust dated December 3,1999 (;11.021sh) 4 28,488.760 shares of USAA Money Market Fund, CUSIP No. 803288306, -held at USAA, Account 42803742155, titled to Sandra J. Miller and Charles A. Miller, Trustee of the Sandra J. Mlllsr Living Tnist dated December 3,1899 (;1.OO/sh) (accrued dividends;9.78) 5 Personal Pension Annuity, Contract No. 6471388212, held at USAA, -Sandra J. Miller, owner, Charles A. Miller, beneficiary 6 3,636.534 shares of RVS Tax-Exempt Bond Fund Class A, -held at Ameriprise, Account No. 010131415258002, titled to Sandra J. Miller and Charles A. Miller, Trustees of the Sandra J. Miller Living Trust dated December 3,1999 (53.570/sh) Total of Continuation Schedule TOTAL (Also enter on line 7, Recapitulation) 17,844.79 X100.000% 28,478.54 ~ 100.000% 64,917.03 X100.000% 13.006.68 ~ 100.000% TAXABLE VALUE 5,941.86 13,581.58 17,844.79 28,478.54 64,917.03 i 13,006.66 attached page ~_ 855,138.50 (It more apace is needed, additional pages of the same size) Copyright (c) 2002 form software only The Lackner Group, Inc. Form PA-150b Schedule G (Rev. 8-98) Rev-1510 EX+(B-9S) corMOnv~ALrH oFrEra~anvAnnr, ~~nRANCe rAx reEn~ rR SCHEDULE G INTER-VIVt7S TRANSFERS ~ MISC. NON-PROBATE PROPERTY continued r~ l p- i t cn- J. FILE NI 21-10 ITEM DESCRIPTION OF PROPERTY DATE OF DEATH x of DECD~s NUMBER INCLUDE NAME OF TRANSFEERREEE THEIR RE~~,,,,gqTIONSHIP TO DECEDE-~T AND EXCLUII THE DATE OF TRANSFER. ATTACK A COPY OF THE DEED FOR REAL ESTATE. VALUE OF ASSET INTEREST (IF APPLN 7 RiverSource Retirement Advisor Advantage Plus VA 51,399.02 100.000% Annuity, held at - Ameriprise, Account No. 8300762924982004, Sandra J. Miller, owner, Charles A Miller, beneficiary 8 RiverSource Retirement Advisory Advantage VA, 39,807.88 100.000% Rollover IRA, - held at Amperipriae, Account No. 931079146441004, Sandra J. Mtller, owner, Charles A. Miller, beneficiary 9 Strategic Portfolio Services Advantage, held at 16.814.93 100.000% Ameriprise, -Account No. 000634414932021, Sandra J. Miller TOD Charles A. Miller ,10 Checking Account held at USAA, Account No. 077 1.783.43 100.000% -6066-3, titled to -Sandra J. Mtller and Charles A. Miller, Trustees for the Sandra J. Miller Living Trust dated December 3, 1899 (accrued intermit s0.1 S) 11 House and Lot located 708 S. Broad Street, Parcel No. 773,187.00 100.000% 42-25-0032-041, -titled to Sandra J. Miller and Charles A. Miller, Trustees or their successors intrust, undo the Sandra J. Mi1Nr Cluing Trust dated December 3,1999, an any amendments thereto (tax assessed value (;137,450) X common level ratio factor (1.26)) TAXABLE VALUE 51,399.02 39,607.88 16,814.93 1.793.43 173,187.00 12 House and Lot located at Lakeshore Drive, Parcel No. 228,588.00 100.000% 228,568.00 440012590, - titled to Sandra J. Miller and Charles A. Miller, Trustees, or their successors in trust, under the Sandra J. Miller Living Trust dated December 3,1999, and arty amsndmer>ts thereto (tax asaeased value (:76,700.00) X common level ratio factor (2.98)) TOTAL (Also enter on Line 7, Recapitulation) 855,138.50 Copyright (c) 2002 form software only The Lackner Group, Inc. Form PA-16010 S~hedule Q (Rev. 6-98) REV•1161 E7(r (10-06) ~ coM~~~~f~:i~tf"" rww ESTATE OF Miller, Sandra J. SCHEDULE H FUNERAL EXPENSES ~ ADMINISTRATIVE COSTS FILE NI 21-10 ITEM NUMBE A. FUNERAL EXPENSES: See continuation schedule(s) attached Debts of decedent must be reported on Schedule 1. DESCRIPTION 3,522.00 B. ADMINISTRATIVE COSTS: 1. Personal Representative's Commissions Name of Personal Representative(s) Street Address Cdy State Zio Year(sl Commission paid 2. Attomev's Fees Law Offices of Susan E. Lederer 4,500.00 3. Famiy Exemption: (If decedent's address is not the same as Gaimant's, attach explanation) Claimant Street Address City State Zio Relationship of Claimant to Decedent 4. Probate Fees 5. Accountant's Fees Steven Fahnestock, CPA 287.00 6. Tax Retum Preparer's Fees 7. Other Administrative Costs Cumberland County Register of Wills (filing fee) 30.00 TOTAL (Also enter on line 9, Recapitulation) I 8,339.00 Copyright (c) 2009 form software only The Lackner Group, Inc. AMOUNT Form PA-1500 5ch~dule H (Rev. 10-06) SCHEDULE H FUNERAL EXPENSES AND ADMINISTRATIVE COSTS continued ESTATE OF Sandra J. FILE NI 21-10 ITEM NUMBER DESCRIPTION AMOUNT Funeral ExR 1 Gingrich Memorials (gravesite services) 2 Boyd Meyers (death certificates) H-A 3.480.00 42.00 3,522.00 Copyright (c) 2002 form software only The Lackner Group, Inc. Fonn PA-1580 Sk:hedule H (Rev. 6-98) Rw-1612 EX+ (12-06) C06MAONNiEALTH of PENN6r1.vANIA INHERITANCE TAX RETURN RESIDENT DECEDENT SCHED~lLE 1 DEBTS OF DECEDENT, MORTGAGE LIABILITIES, ~ LIENS ESTATE OF Milier, Sandra J. FILE Nl 21-10 Repot drabb ineurnd by 1M dac~IR prior to dulh drat n~mMnsd unpaM rt tti• dab of drNth, Indudln0 unnhrlburs6d nMdkal ITEM NUMBER DESCRIPTION 1 Chapel Point (nursing home bill) 2 Millenium Pharmacy (prescNptions) 3 Central Pennsylvania RadiatioNOncology (radiation treatments) 4 West Shore EMS (medical transport) S Cumberland Goodwill EMS Medical Transport Division VALUE AT DATE OF DEATH i 1,957.50 154.12 1,360.00 165.45 140.50 TOTAL (Also enter on Line 10, Recapitulation) 13,777 57 (h more apace is needed. additional pages of the same size) Copyright (c) 2009 form software only The Lackner Group, Inc. F rm PA ~ o -504 Sk~edule I (Rev. 12-08) REV-~s~a Ex. pool SCHEDULE J c~~~~,, ~ .~""'~ BENEFICIARIES ESTATE OF Miller, Sandra J. NUMBER NAME AND ADDRESS OF PERSON(S) RECEIVING PROPERTY I TAXABLE DISTRIBUTIONS [include outright spousal distributions, and transfers under Sac. 9116 a 1.2 1 Charles A. Miller 708 S. Brosd Street Mechanicsburg, PA 17055 FILE NUMBER 21-10 RELATIONSHIP TO SHARE OF ESTATE OUNT OF ESTATE DECEDENT (Worts) (ass) Spouse Annuities, IRA,' 172,738.86 TOD account I I Total ~ 172,738.86 . 1 III NON-TAXABLE DISTRIBUTIONS: A. SPOUSAL DISTRIBUTIONS UNDER SECTION 9113 FOR WHICH AN ELECTION TO TAX IS NOT BEING MADE See continuation schedules attached (~ 470,283.07 B. CHARITABLE AND GOVERNMENTAL DISTRIBUTIONS • ~ • ^~ ~~ ~•.~ ~ ~~ - cn ~ aR ~ v r ~ nc~n- i,vweLE DISTRIBUTIONS ON LINE 13 OF REV-1500 COVER SHE 470 283.07 Copyright (c) 2002 form software only The Lackner Group, Inc. Form PA-1 S hedule J (Rev. 6-98) ., _ T _ SCHEDULE J-IIA SPOUSAL DISTRIBUTIONS UNDER SECTION 9113 FOR WHICH AN ELECTION TO TAX IS NOT BEING MADE continued ESTATE OF Sandra FILE Nl 21-10 Copyright (c) 2002 forth software only The Lackner Group, Inc. Form PA-1500 ~che~fule J-IIA (Rev. 6-98) The First Amendment to the Sandra J. Miller Living Trust On December 3, 1999, we, Sandra J. Miller and Charles A. Miller, signed tl~e Sandra J. Miller Living Trust, more formally known as: Saga J. Miller and Charles A. N.Cller, Trustxs, or their successors in trusR, uJnder the Sandra J. Miller Living Trust, dated December 3, 1999, and any arne~drtents thereto Pursuant to Article Four of my Living Trust, which permits me to amend mGy T~iving Trust in writing at any time, I now wish to amend my Living Trust as follows: Article Twelve of my Living Trust is hereby itvoked in its entirety and ~~~ ~ follows: Dfvision and Diahibutlon of Trost Property Section 1. Diviaton of Trost Property Into Shares While, to the extent practical, maintaining any P~o~Y es~blished Generation S ' ' g Transfer Tax ratios relative to trust property, my Trustee shall divide, inxo separate sbares,~f my Trust Estate not previously distributed under the Purposes of P8 Articles of my Trust Ag~ree~me~t (and for determining such division and s~ibsequent distnbuti~s shall take into account the exclusion of any descendant as maybe directed in Article One) as follows: B`y,. Nei ~ ~ LLOYD A. MII,i .FR AMY L. hIIIII.ER FOLLMER 25% MARY B. MILLER R1T'TER 25% MATTHEW T. MILLER 25% 25% The trust shares shall be held, administered and distdbuted as follows: t a. Distrrbation of Trost Stare for LLOYD A. MII,LER The mist share set aside for LLOYD A. MIL„LF.R shall be held, administered Nand distributed as follows: 1. Distributions of Net Income My Trustee shall immediately pay to, or apply for the benefit of, such beneficiary, all net income from such beneficiary's mist share, free of feast. 2. Distributions of Principal My Trustee shall immediately Pay to, or apply for the benefit oi; such beneficiary, all principal from such beneficiary's trust share, fire of trust. 3. Distribution on Death of Beneficiary If such beneficiary should die prior to the time that a distribution is directed to be made, such beneficiary's interest in such trust share shall lapse and my Trustee small fiuther divide the trust share so as to ~ _ provide one (1) share for such beneficrary's spouse, so long as she has not remarried, and one share for each of such beneficiary's surviving children. My Tnrstee shall distribute the feast share for such beneficiary's j spouse, free of trust. My Trustee shall distribute the trust shares for such beneficiary's surviving children in accordance with the ' provisions of Section 2 of this Article Twelve. If such beneficiary has no spouse, or if such spouse has remarried, _ such spouse's share shall be distributed to such beneficiary's - surviving children, Per stirpes. If such beneficiary has ~ surviving clrildrtn, my Tn~stee shall distribute such beneficiary's feast share to my surviving children, pro '! rata. If I have no surviving children, my Trustee shall distnbuee the balance of the trust share as provided in the Articles that follow. `_ ,.., - - b. Distribntlon of Tract Share for AMYL. MII.LER FOLLMER The trust share set aside for AMY L. 1V~LER FOLLMER shall hie field, administered and distributed as follows: 1. Distribntlons of Net Income My Trustee shall immediately Pay to, or apply for the benefit oiy such beneficiary, all net income from such beneficiary's trust share, free of trust. 2. Distributions of Principal My Trustee shall immediately pay to, or apply for the benefit of, ' such beneficiary, all Principal from such beneficiary's trust share, flee oftrust. 3. Distribution on Death of lBeneBdary If such beneficiary should die prior to the time that a distribution is directed to be made, such beneficiary's interest in such trust share shall lapse and my Trustee shall distribute twenty (20'/0) parent of the balance of the trust share to such beneficiary's spouse, so long as he has not remarried, and eighty (80'/0) percent to my surviving '' children, pro rata, If such beneficiary has no spouse, or if such spouse has remarried, my Trustee shall dista'bute such spouse's trust share to my surviving ' '' children, pro rata. - If I have no surviving children, my Trustee shall distn-bntC the balance of the bust share as provided in the Articles that follow. ~ - c. Distrlbatloa of Tract Shs~re for MARY B.IVIILI,ER RI'1"I'ER The trust share set aside for MARY B. MII,LER BITTER shall - be ' hc}ld, administered and distributed as follows: 1. Diatribatlons of Net Income My Trustee shall immediately P$Y ~, ~ apply for the benefit oi; such beneficiary, all net income from such beneficiary's trust share, free of trust. 2. Distributions of Principal My Trustee shall immediately pay to, or apply for the benefit of, such beneficiary, all principal from such beneficiary's trust share, flee oftrust. 3. Distn'bution on Death of Beneficiary If such beneficiary should die prior to the time that a distribution is directed to be made, such beneficiary's interest in such trust share shall lapse and my Trustee shall firrther divide the mist share so as to provide one (1) share for such beneficiary's spouse, so long as he has' not remarried, sari one share for each of such beneficiar~s surviving '' children. My Trustee shall distnbute the trust sham for such beneficiary's spouse, free of feast. My Trustee shall distribute the trust shares for such beneficiary's surviving children in accordance with the provisions of Section 2 of this Article Twelve. If such beneficiary has no spouse, or if such spouse has remarried, such spouse's trust share shall be distnbuted to such beneficiary's r ~ surviving childre4 per stnpes- l ~ If such beneficiary has no surviving childrea~, my Trustee shall distrnbute such beneficiary's trust share to my surviving children, pm rata. If I have no surviving children, my Trustee shall distnbute the balance of the trust share as provided in the Articles that follow. d. Distribution of Tract Share for MATTSEW T. MILLER The trust share set aside for MATTHEW T. MII,LER, shall be held, adminijsbc~ed and distnbuted as follows: 1. Distributions of Net Income My Tnrstee, in my Trustee's discretion, shall apply to, or for the benefit of, such beneficiary, so much of the net income from such beneficiary's trust share as my Trustee deems advisable for such beneficiary's health, education, maimenance or support. Any undistributed income shall be added to principal. ,.«. 2. Distributions of Principal My Tnistce, in my Trustee's discretion, shall pay to, or for the . benefit of, such beneficiary, so much of the principal from such beneficiary's mist abate as my Trustee deems advisable for such' beneficiary's health, education, maintenance or support, 3. Distnbntion on Death of BeneBdary If such beneficiary should die prior to the time that a disin'bution is directed to be made, my Trustee shall pay all funeral and burial expenses out of the principal of the mist share. My Trustee shall distribute the balance of accumulated net income and principal of the trust share to such beneficiary's spouse, so long as she has not remarried. If such beneficiary has no spouse, or if such spouse has remarried, my Trustee shall distribute the balance of the mist share to such beneficiary's surviving children, per stirpes. If such beneficiary has no surviving children, my Trustee shall distribute such beneficiary's trust share as follows: Fifty (50%) percent to such beneficiary's surviving siblings, pro rata, and Fifty (50%) perceat to such beneficiary's surviving nieces and/or nephews, pro rata. If such beneficiary has no surviving nieces and/or nephews, my Trustee shall distribute the balance of the mist share to the church in which MATTHEW T. MILLER was a member at the time of his death. Section 2. Distributions to Underage or Incapacitated BeneSciaries Notwithstanding any provision to the contrary in ~ Article Twelve and ect to S Article Sixteen, if any beneficiary otherwise entitled ~ e~CCtion 2 of under the a of 27 ears or is to receive a distnbution of trust ag Y in~pacitated, as defined in Article Sixteen, my Trustee nrtain and administer such beneficiary's trust share for such beneficiary's benefit pursuant to the following provisions of this Article Twelve: - a. Incapacitated Beneficiary If such beneficiary's trust share is being held under this Section 2 due to such beneficiary's incapacity (as defined in Article Sixteen) then, only during the teem of such incapacity, such beneficiary's feast share shall be administered accordn~,g ~o the: Special Needs Provisions of Article Sixteen. Upon the beneficiary's capacity (as determined under Article Sixteen) dte following provisions' o this Article Twelve shall apply. b. Underage Beneficiary If such beneficiary's trust share is being held tinder this Section 2 due to (such beneficiary being under the age of 27, such beneficasn's trnst share ~ha~1 be administered as follows: 1. My Trustee's Discretion My Trustee shall pay to, or apply for the benefit of; such beneficiary, so much of the net income and principal of such beneficiary's feast share as my Trustee, in my Trustee's discretion, deems proper' considering all other resources ~en known to be available to such beneficiary. 2. Payments Made to Beneficiary or Persoaal ltepresentatlver My Trnstee is authorized to make payments under this Section 2.b directly to the beneficiary, to the beneficiary's Personal.' Representative or to any other person my Trustee may deem propel. '', to be used for the benefit of the beneficiary. 3. Trustee's Decisions Are Final All decisions by my Trustee as to wham my Trustee makes '~ Payments, the purposes for which payments are made aml the _ romounts to be paid out of any trust share are within my Trustee's discretion. 4. Undishibated Net Income All undistributed net income shall be accumulated and added to the ' '~ principal of the tn~st share. ` M~~ ~~ w- t` Section 3. Termination and Distribadon as to Underage or Incapadtabed Beneficiary Unless distributions from a trust share are withheld pursuant to Section 1 of Article $ixteeii, my Trustee shall distribute the trust share to the respective beneficiary of the share 'held under Section 2 of this Article Twelve on the latest to occur of (i) the date upon which si~cL beneficiary reaches the age of 27 years; (ii) ono-thirri (1/3) when such beneficiary attains the aga o twenty-one (21) years, one-third (1/3) when such beneficiary attains the age of twenty-four (24) yeas, and the balance of the trust share when such beneficiary attains the age of twenty-seven (27~ ; or (iii) when such beneficiary is no longer incapacitated, as determined pursuant to the pvisions of Article Sixteen. Section 4. Death of Incapacitated or Underage Beneficiary Subject to the provisions of pz+eceding Sections of this Article Twelve, if any ben~fi ' whose trust share is being held in trust under such Sections dies before the complete distri~uof such beneficiary's trust share, the beneficiary's interest in such trust share shall lapse and #ny Tivstee shall distribute such beneficiary's trust share to such beneficiary's then living de~c ts, per stirpes; or, if none, to such beneficiary's siblings, per stirpes. If such beneficiary has no living siblings, my Trustee shall distribute such beneficiary's trust share to my then living per stirpes. If I have no then living descendants, my Trustee shall distribute such be ~~~trust share as provided in the Articles that follow. Section 5. General Power of Appointment Over Certain Asaets If any separate share or trust established under this Article Twelve shall e, or if a beneficiary's interest therein lapses, upon the death of the beneficiary theizoi; my ''T shall, anything herein to the contrary notwithstanding, distribute to such appointee or appoi~nt~s who are creditors of the estate of such deceased beneficiary, in sack proportions and amp is as such deceased beneficiary shall direct and appoint by such deceased beneficiary's last will ! testament referring specifically to this. general power of appointment, those assets composing',. h separate share or trust thetransfer of which pursuant to the tenors hereof; other than this S 'on 5, and assuming the nonexercise of any special testamentary power of appointment els~w herein conferred upon such deceased beneficiary, upon such teanination would, but for' general power, c~iise any tax under Chapter 13 of the Code to be payable. If such deceased cisiy shall fail in whole or in part to exercise such general power, then the assets subject t4 general power with respect to which such deceased beneficiary shall have failed to ex~erciue ancl~ ge~ieiai power C I executed this amendment on JAN 112000 I certify that I have read the foregoing amendment to my Living Trust, and that it con~ectly states the changes I desire to make in my Living Trust. I approve this amendanent'to Imy Living Trust in all particulars, and request my Trustees to execute it Sandra J. er, Trustor rustee Charles A. Miller, Trustee ACKNOWLEDGEMENT COMMONWEALTH OF PL+ NNSYLVAIVIA ; SS - COUNTY OF DAUPHIN The foregoing amendment to the Sandra J. Miller Living Trust was aclmow~od~ed before me on JAN 1 1 2000 . by Sandra J. Miller, as Trusbor and Tn~stee and bey ~harles A. Miller as Trustee. Witness my hand and official seal My commission expires; T otary Pubhc ~) ~;. ~' ~Y ~~~ ~yCo~rny ~ ~ Nov. 8, 2003 ...+ SECOND AMENDMENT TO THE SANDRA J. NIILER LIVING TRUST On December 3, 1999, I, Sandra J. Miller signed the SANDRA J. MILLER LIVING TRUST, as Trustor, more formally known as SANDRA J. MILLER and CHARLES A. M1L„I.ER, Trustees, or their suca,es~ors in trust, under the SANDRA J. MILLER LIVING TRUST dated December 3, ',199 and any amendments thereto On January 11, 2000, I signed a First Amendment to the SANDRA J. MI~,L>~R LIVING TRUST. Pursuant to the right reserved to me under Article Four of the original t~us~ agreement referred to above which allows me to amend my Living Trust in writing at any tine, I hereby amend that trust agreement and the First Amendment to the trust agreement in' the following respects: 1. I add immediately following Section 1.d.3 of Article Twelve of my originaGl Diving Trust Agreement the following new paragraph 4: 4. Special Needs provisions The trust share set aside for MATTHEW T. MILLER shall be subject to the,sp~cial needs provisions contained in Article Sixteen, Section 16.a-c and I specifically direct Imy Trustee to follow said provisions with regazd to distributions from this trust halre. 2. I add immediately following Section 1 of Article Eight of my original ' Lilving Trust Agreement the following new Section 1-1: Section 1-1. Division of Trust Estate (No Federal Estate Tax) If my Trustee determines, in my Trustee's discretion, that the funding of thee, Family Trust Share will no longer accomplish the Deceased Trustor's purposes for funding su h trust, my Trustee may pass the property that would otherwise go to the Family Trusp S~aze to the Survivor's Trust. ff my surviving spouse is the only Trustee, an independent Trustee within the meaning of Code Section 672(c) shall be appointed to exercise this power. I confirm and readopt the remaining provisions of my original trust agreement, and the First Amendment to my trust agreement, reserving to myself the right to amend further that trust agreement, the First amendment to the trust agreement and this amendment thereto. Dated: February 12, 2003. ..~ ~ ~ SANDRA J. R, Trustor and Trustee The undersigned Trustee acknowledges receipt of and consents to the foregoing amendment as of the day and yeaz last above written. ~i~ ~ ~ ~ 'CHARLES A. MILLER, Trustee COMMONWEALTH OF PENNSYLVANIA) COUNTY OF DAUPHIN ) We' ~`~~' ~ ~ ~ ~` '~~ and , thle witnesses whose names are signed to the attached or foregoing ins went, being duly qualified acccording to law do depose and say that we were present and saw the trustor sign and execute the instrument as the Second Amendment to her Revocable Trust; that the trustor signed willingly ands executed it as her free and voluntary act for the purposes therein expressed; that each subscribing witness in the hearing and sight of the trustor signed the instrument as a witness; and that to thte hest of our knowledge the trustor was at that time eighteen or more years of age, of sound mind and under no constraint or undue influence. WTTNESs / .~ wITNESs I, SANDRA J. Mli T .F.IZ, trustor, whose name is signed to the attached or foregoing instrument, having been duly qualified according to law, do hereby acknowledge than I signed and executed the instrument as the Second Amendment to my Revocable Trust; that ~ signed it willingly; and that I signed it as my free and voluntary act for the purposes therein expxes~ed. SANDRA J. R, Trustor Subscribed and sworn to and acknowledged before me by SANDRA J. 1~yIl~' .i .FR, the trustor_ and subscribed and sworn to before me by ~n ~. ~~~~ ~~_, witnesses, on February 12, 2003. and ,~ t Notary blic MIM S. ~ ~ ~ Publb ~ ~~~~15. Zd06 THIRD AMENDMENT TO THE SANDRA J. MILLER LIVING TRUST On December 3, 1999, I, Sandra J. Miller signed the SANDRA J. MII,'.L~R LIVING TRUST, as Trustor, more formally known as SANDRA J. MILLER and CHARLES A. MILLER, Trustees, or their sucaes~ors in trust, under the SANDRA J. MILLER LIVING TRUST dated December 3, '199 and any amendments thereto On January 11, 2000, I signed a First Amendment to the SANDRA J. MILL)~R LIVING TRUST. On February 12, 2003, I signed a Second Amendment to the SANDRA J. MILLI~R LIVING TRUST. Pursuant to the right reserved to me under Article Five of the original trust agreement referred to above which allows me to amend my Living Trust in writing at any ~tim~e, I hereby ' amend that trust agreement and the First Amendment to the trust agreement in ' the following respects: 1. Article Twelve, Section 1(d) of my Trust Agreement is revoked anjd emended as follows: ARTICLE TWELVE Division and Distribution of Trust Property Section 1. Division of Trust Property Into Share (d) Distribution of the Share for Matthew T. Miller My Trustee shall administer the share set aside for Matthew T. Miller in trust as provided in this Section. (1) Distributions for Special Needs My Trustee, in its sole, absolute, and uru'eviewable discretion, may distribute discretionary amounts of net income and principal for special needs of Matthew T. Miller not otherwise provided by r governmental financial assistance and benefits, or by the providers of services. "Special needs" refers to the requisites for maintaining the good health, safety, and welfare when, in the discretion of my Trustee, such requisites are not being provided by any public agency, office, or department of any state or of the United States. "Special needs" shall also include, but not be limited to, medical and dental expenses, annual independent checkups, clothing and equipment, programs of training, education, treatment and rehabilitation, private residential care, transportation (including vehicle purchases), maintenance, insurance, and essential dietary needs. "Special needs" may include spending money; additional food; clothing; electronic equipment such as radio, recording and playback, television and computer equipment; camping; vacations; athletic contests; movies; trips; and money to purchase appropriate gifts for relatives and friends. My Trustee shall have no obligation to expend trust assets for such needs, but if my Trustee, in its sole, absolute and unreviewable discretion, decides to expend trust assets, under no circumstances should any amounts be paid to, or reimbursed to, the federal government, any state, or any governmental agency for any purpose, including for the care, support, and maintenance of Matthew T. Miller. ,_____~ _ __ ,~a __- __ _ ___--- (2) Objective to Promote Independence of Matthew T. Miller While actions are in my Trustee's sole, absolute and unreviewable discretion, all parties to this trust agreement should be mindful that it is my wish that Matthew T. Miller live as independently, productively, and happily as possible. (3) Trust Assets not to be Considered Available Resource to Matthew T. Miller The intent of this Trust is to supplement any benefits received, or for which the beneficiary may be eligible, through or from various governmental assistance programs and not to supplant any such benefits. All actions of my Trustee shall be directed toward carrying out this intent and the discretion granted my Trustee under this agreement to carry out this intent is absolute. For purposes of determining Matthew T. Miller's eligibility for any such benefits, no part of the principal or undistributed income of the trust estate shall be considered available to him for public benefit purposes. Matthew T. Miller shall not be considered to have access to principal or income of the trust, and he has no ownership, right, authority, or power to convert any asset into cash for his own use. My Trustee shall hold, administer, and distribute all property allocated to this trust for the exclusive benefit of Matthew T. Miller during his lifetime. All distributions from this trust share are in the sole and absolute discretion of my Trustee, and Matthew T. Miller is legally restricted from demanding trust assets for his support and maintenance. In the event my Trustee is requested to release principal or income of the trust to or' on behalf of Matthew T. Miller to pay for equipment, medication, or services that any government agency is authorized to provide, or in the event my Trustee is requested to' petition a court or any other administrative agency for the release of trust principal or income for this purpose, my Trustee is authorized to deny such request and is authorized in its discretion to take whatever administrative or judicial steps may be necessary to continue Matthew T. Miller's eligibility for benefits, including obtaining legal advice about Matthew T. Miller's specific entitlement to public benefits and obtaining instructions from a court of competent jurisdiction ruling that neither the trust corpus nor the trust income is available to Matthew T. Miller for eligibility purposes. Any expenses of my Trustee in this regard, including reasonable attorneys' fees, shall be a proper charge to the trust estate. (4) Distribution Guidelines My Trustee shall be responsible for determining what discretionary distributions shall be made from this trust. My Trustee may distribute discretionary amounts of income and principal to or for the benefit of Matthew T. Miller for those special needs not otherwise provided by governmental financial assistance and benefits, or by the providers of services. Any undistributed income shall be added to principal. In making distributions, my Trustee: Shall consider any other known income or resources of the beneficiary that are reasonably available; Shall take into consideration all entitlement benefits from any government agency, such as Social Security disability payments, Medicare, Medicaid (or any state Medicaid program equivalent), Supplemental Security Income (SSI), In-Home Support Service (IHSS) and any other special purpose benefits for which Matthew T. Miller is eligible; Shall take into consideration resource and income limitations of any such assistance program; Shall make expenditures so that Matthew T. Miller's standard of living will be comfortable and enjoyable; Shall not be obligated to or compelled to make specific payments; Shall not pay or reimburse any amounts to any governmental agency or department, unless proper demand is made by such governmental agency and reimbursement is required by the state; and Shall not be liable for any loss of benefits. _T _ _ ~... r. ~ ,_ __ _ ,-.- _ ~ _,. (5) No Seeking of Order to Distribute For purposes of determining Matthew T. Miller's state Medicaid program equivalent eligibility, no part of the principal or undistributed income of the trust estate shall be considered available to Matthew T. Miller. My Trustee shall deny any request by Matthew T. Miller to (1) release principal or income of the trust to or on behalf of him to pay for equipment, medication, or services that the state Medicaid program equivalent would provide if the trust did not exist; or (2) petition a court or any other administrative agency for the release of trust principal or income for this purpose. My Trustee may, in its sole, absolute and unreviewable discretion, take necessary administrative or legal steps to protect Matthew T. Miller's state Medicaid program equivalent eligibility, including obtaining a ruling from a court of competent jurisdiction that the trust principal is not available to Matthew T. Miller for purposes of determining state Medicaid program equivalent eligibility. Expenses for this purpose, including reasonable attorneys' fees, will be a proper charge to the trust estate. (6) Indemnification of Trustee When Acting in Good Faith My Trustee shall be indemnified from the trust property for any loss or reduction of public benefits sustained by Matthew ~ T. Miller as a result of my Trustee exercising, in good faith, the authority granted to my Trustee under this Section. (7) Distribution Upon the Death of Matthew T. Miller If Matthew T. Miller should die after the establishment of his trust, but before the complete distribution of his trust, my Trustee shall distribute the remaining trusx property to his surviving spouse, so long a~' she has not remarried, or, if none, per stirpes to the descendants of Matthew T.'~ Miller. If Matthew T. Miller has no living; descendants, my Trustee shall distribute thel balance of the trust property as follows: Fifty (50%) percent to his surviving, siblings, pro rata and Fifty (50%) percent to' his surviving nieces and nephews, pro rata.' stirpes. If Matthew T. Miller has no surviving', siblings, nieces or nephews, my Trustee shall distribute the balance of the trust' property to the church in which Matthew T. Miller was a member at the time of his death. (8) Distribution if Matthew T. Miller is Deceased If Matthew T. Miller should die before the establishment of his trust, my Trustee shall '. distribute the trust property to his surviving spouse, so long as she has not remarried, or, if none, per stirpes to the descendants of Matthew T. Miller.. If Matthew T. Miller has no living descendants, my Trustee shall distribute the balance of the trust property as follows: Fifty (50%) percent to his surviving siblings, pro rata and Fifty (50%) percent to his surviving nieces and nephews, pro rata. stirpes. If Matthew T. Miller has no surviving siblings, nieces or nephews, my Trustee shall distribute the balance of the trust property to the church in which Matthew T, Miller was a member at the time of his death. (9) Trustee of the Matthew T. Miller Trust Share Amy M. Follmer shall serve as the Trustee of the Matthew T. Miller Trust Share. If Amy is for any reason unable to serve as Trustee, she shall appoint her own successor. I confirm and readopt the remaining provisions of my original trust agreement, the First Amendment to my trust agreement, and the Second Amendment to my trust agreem~nt,'xxeserving to myself the right to amend further that trust agreement, the First amendment to the oust agreement, the Second amendment to the trust agreement, and this amendment thereto. Dated: ~s :.- a-.,.r- ~ ~.r.. ~, .., 7 SANDRA J. MILER, Trustor and Trustee The undersigned Trustee acknowledges receipt of and consents to the foregoing amendment as of the day and year last above written. /~~ Y .,~' ~~ // CHARLES A. MILLER, Trustee COMMONWEALTH OF PENNSYLVANIA) COUNTY OF DAUPHIN ~ We, ~ ,1•>~_,,.-, - L~...~ ~,-.-~ and ~`'~` ~ _ ~ tl~e witnesses whose names are signed to the attached or foregoing instrument, beuig .duly qualified according to law do depose and say that we were present and saw the trustor sign and execute the instrument as the Third Amendment to her Revocable Trust; that the trustor signed willingly ands, executed it as her free and voluntary act for the purposes therein expressed; that each subscribing',, wetness in the hearing and sight of the trustor signed the instrument as a witness; and that to the (best of our knowledge the trustor was at that time eighteen or more years of age, of sound mina aid under no constraint or undue influence. WITNESS WITNESS I, SANDRA J. MILLER, trustor, whose name is signed to the attached o~ foregoing instrument, having been duly qualified according to law, do hereby acknowledge that I'~ signed and executed the instrument as the Third Amendment to my Revocable Trust; that I signdd ~t willingly; and that I signed it as my free and voluntary act for the purposes therein expressed. ~` ;; SANDRA J. MII;~LER, Tnistor Subscribed and sworn to and acknowledged before me by SANDRA J. MILLE the trustor, and subscribed and sworn to before me by ~~~ ,~., ~ ~~ ~• R' . --- , ~~ witnesses, on ~ =-;s..;• ;,~ ~...- cy~ , 2006. ~ r and r~ /~- ~ ~ ~ ~ 1 Q Not ublic COMMO WEALT'Ii. OF PENNSYLVi~~1NN1 Notarial Seal 4 Am M. Moya, Notary Public Lower Paxton Twp., Dauphin COUA My Commission Expires Jan. 29, 2Q~8 Memtbr, Pennev~vanla Assa~atton of Notaries r~ r This LIVIl~TG TRUST Prepared for SANDRA J. MILLER James, Smith, Durkin 8t Connelly LLp', 134 Sipe Avenue Hnmmeistown, PA 17036 (717) 533 3280 FAX (717) 533-2795 O 3an~ & Lederer A9 Ri~6b Reserved a .~... z- e ~ ~ . __ _ _ __ , ~-~- SANDRA J. MILLER LI'VI1~TG TRUST Table of Contents Article One Trust Creation .................................... 1-1 Article Two The Trust Estate ............................... .. 2-1 Article Three Sand Mill Heritage Trust ........................ .. 3-1 Article Four Appointment of Trustees .............................. 41 Article Five Trustor's Lifetime Rights . ............................ 5-1 Article Six Administration at Death of the Trustor ..............'..... 6-1 Article Seven Specific Distributions of Trust Property ............. .... 7-1 Article Eight Division into Survivor's Share and Family Share . ............ 8-1 Article Nine The Survivor's Trust . ............................... 9-1 Article Ten The Family Trust .............................. 10-1 Article Elevea Common Pot Trust ............................ '. 11-1 Article Twelve Division and Distribution of Trust Property, , , , , , , , , , , , , , ,, 12-1 Article Thirteen Distribution If No Designated Beneficiaries .............. ~ . 13-1 Article Fourteen Trustee Administration ......................... . . . . 141 Article Fifteen Trustee Powers .............................. 15-1 Article Sixteen General Provisions ............................. ... 16-1 __ _ T_ SANDRA J. MILLER LIVING TRUST Article One Trust Creation Section 1. Parties to My Trust My Trust Agreement, dated'eC,e~„~.v 3 ~ 15 q q , is made between sArmRA J. '11~,LER, the Trustor, and the following Initial Trustees: SANDRA J. NIILLER CHARLES A. MII.LER Section 2. Name of My Trust My Trust may be referred to as the: SANDRA J. MII.LER LrvIIVG TRUST, dated ~Ci?n.~~~el 3 ~_l 9 9 q The formal name of my Trust and the designation to be used for the transfer of title'to ~Ithe name of my Trust is: SANDRA J. MII,LER and CHARLES A. MQ.LER, Trustees, or their successors is tit, under the SANDRA J. MILLER LIVING TRUST, dated Qec~t,~e~ 3F ~ 999 and aty amendments thereto. Section 3. Revocable Living Trust My Trust is a revocable trust, Section 4. Trustor as Trustee Unless otherwise provided in my Trust Agreement, when I am serving as Trustee under ~y Trust, I may conduct business and act on behalf of my Trust without the consent of any other!Trustee. 1-1 T__, _ -~r, ,._ ~ ~ _ __ Section 5. My Family Unless specifically provided otherwise in subsequent provisions of my Trust Agreement, all references to "my children", subject to the exclusion of any child under any subsequent provision of this Section 5, are to all of the children so identified in this Section S, but only to those children and any children born to or adopted by me subsequent to the execution of my Trust Agreement. a. Maritai Status I am preseirtly married and the name of my Spouse is CHARLES A. MILLE~t. b. My Children The names and birth dates of my children are as follows: Name LLOYD A. MILLER AMY L. MILLER FOLLMER MARY B. MILLER RTI'TER MATTHEW T. MII.LER Bi D to May 25, 19160 December 12, 19162 January 31, 196? January 25, 19'70 1-2 Article Two The Trust Estate Section 1. Initial Transfer of Property I hereby assign, convey, transfer and deliver to my Trustce all property set forth on' Schedule "A", attached hereto, and made part of my Trust Estate. My Trustee acknowledges eipt of all assets listed on the attached Schedule. All assets titled in the name of my Trust or in the name of my Trustce, but not listed i,on Schedule "A", shall be considered a part of my Trust Estate as if they had been set forth on th~ attached Schedule. The Trustor aclmowledges and understands the nature of the Trustor's property a~ community PmP~Y~ Quasi-community Property, tenancy in common property or separate proplert~y. Section 2. Additional Transfers to Trust I, or any other person or entity, may transfer or devise to my Trustee additional a~segs, real or personal, and may name my Trustce as the beneficiary of life insurance policies, ~nnuities retirement plans or similar contracts. Such assets, policies and proceeds, upon accep a by my Trustee, shall be a part of my Trust Estate, subject to all the terms of my Trust A~r ment. Section 3. Character of Trust Assets All Property transferred by me into my Trust shall retain its character. All such ~I proP~Y transferred, and income thereon less withdrawals thereof, shall be my Trust Estate. Section 4. Acceptance of Trust Property All property transferred to my Trust, and accepted by my Trustce, shall be held, administered and distributed according to the terms of my Trust Agreement. 2-1 Article Three Sand Mill Heritage Trust Share My Trustee shall create a separate trust share to be identified as the Sand Mill Heritage 1Tr~st Share ("Heritage Trust"). a. Property Transferred to the Heritage Trust The Sand Mill Heritage Trust share shall consist of the real properly located at I Last #45, Lake Stonycreek, Stonycreek Township, Somerset County, Pennsyivania, anti the following accounts: Checking Account #0'1760663 USAA Federal Savings Bank Account #42903742155 USAA Money Market Fund. . b. Admiaistraiion of Heritage Tract ', The Heritage Trust shall be held and administered by SANDRA 7. MII.LER I anal CHARLES A IVIILLER as Co-Tnistees with equal voting rights. On Joky 1, 200 , ajr upon the completion of construction, whichever shall be the first to occur, eac~ alf my surviving children shall serve akong with the initial Trusters; as Co-Trustaes ~vit~i the following voting rights: SANDRA J. MII.LER Five (~ Shares/Five (5) Votes CHARLES A. IvtII.LER Four (4) Shares/Four (4) Votes EACH CHILD One (1) Share/One (1) Vote Each grandchild of the initial Trustees shall be entitled to serve as a Co-Trujstc'e upon his or her twenty-first (21st) birthday and shall receive one (1) share andl, ore (1) vote at that time. . Other than when the initial Trustees are serving as Co-Tnlstees, if more than tw¢ (~) Tnistees are serving under this Heritage Trust, they shall act by majority vote. 3-1 (,. - c. Right to Amend or Revoke While SANDRA J. MII.LER and CHARLES A. MII.LER are alive and able to act, either one or both of them may amend any provision of the Heritage Trust or revo$e said Trust in whole or in part. Upon the death of both SANDRA J. NIILLER aid CHARLES A. MILLER, the terms of this Trust shall become irrevocable. d. Trustees Payment of Tazes and Ezpenses My Trustees shall be responsible for the payment of all taxes, homeov~+ne~s in~,~„ce, cost of improvements and carrying other costs of the real estate.' e. Sale of Real Estate and Termination of Trnst The Heritage Trust may be terminated at any time by a sale of the p resulting from a majority vote of all of the Trustees. The net proceeds such sale shall be distributed m accordance vv~th the provisions of Article Tv~e1We of my Living Trust. f. Rnle Against Perpetuities The Heritage Trust shall terminate on the expiration of twenty-one (21) years ~~ the death of the last survivor of my issue living at the time of my death and, fat such time, the corpus of said trust shall be distributed in accordance with tt~e provisions of Article Twelve of my Living Trust. ` 3-2 Article Four Appointment of Trustees Section 1. DefYnition of Trustee All uses of the word "Trustee" in my Trust Agreement shall be deemed a reference to We person or entity then serving as Trustee and shall include alternate or Successor Trustees ort C~-Trustees (if multiple trustees are serving), unless the context requires otherwise. Section 2. Resignation of a Trustee Any Trustee may resign at any time without court approval by giving written notice ~o me if I am living and competent. If I am not then living and competent, written notice sl~al~ be given to my next Successor Trustee; or if there is no next Successor Trustee, to the bene~ci~ries then entitled to receive income or principal distributons under my Trust Agreement or their #e.4pective Personal Representatives, or if any of such beneficiaries then be a minor, to the petso#~s having the Gaze or custody of any such minor. Such resignation shall be effective upon the ~pointment of a Successor Trustee. Section 3. Removal of a Trustee Any Trustee may be removed under my Trust Agreement as follows: $- While I Am Alive and Competent While I am alive and competent, I may add a Trustee, or remove or replaca any other Trustee appointed under my Trust Agreement at any time without cause. b. Removal by Others Upon my death or incapacity, any Trustee may be removed at any time for c~u~e by a majority vote of the beneficiaries then entitled to receive income or princ~ip~l distributions under my Trust Agreement, or their Personal Representatives. 41 c. Notice to Removed Trustee Written notice of removal under my Trust Agreement shall be effective immediately when signed by the person or persons authorized to make the removal and delivered to my Trustee personally or three business days after mailimg by certified mail, return receipt requested. The written notice removing a Trustjee shall identify the Successor Trustee appointed pursuant to the other provisions bf this Article. d. Transfer of Trust Property The Trustee so removed shall promptly transfer and deliver to the Succ~sspr Trustee all property of my Trust under the removed Trustee's possession at~d control Section 4. Designated Successor Trustees Subject to the provisions of Section 3 of this Article, whenever a Trustee is reffiovled, dies, resigns, becomes incapacitated, or is otherwise unable or unwilling to serve, the vaunt Trustee position shall be filled as follows: a. Vacancy in position of Trustee While I Am Alive and Competent I may serve as the only Trustee or I may name any number of Trustees to servc with me. If any of these other Trustees subsequently fails or ceases to servee als a Trustee for any reason, I may or may not appoint another to fill the vacancy. b. Incapacity Trastees of SANDRA J. MIIJLEg If SANDRA ~. MILLER becomes incapacitated while serving as an Initial Tru~teei, she shall be replaced by the following Incapacity Trustee(s) to serve in the pridrit~+ listed until the list has been exhausted. Unless otherwise specified, if iCo+- Incapacity Trustees are serving, the next following named Successor Incapacity Trustee(s) shall serve only after all of the Co-Incapacity Trustees initially fail ox thereafter cease to act as Trustees: CHARLES A. MILLER; THEN LLOYD A. MILLER; THEN AMY L. MILLER FOLLMER 42 c. Death Trustees of SANDRA J. MILLER Upon the death of SANDRA 7. MILLER, she or her Incapacity Trustee, if either is then serving as Trustee, shall be replaced by the following Death Trustees) to serve in the priority listed until the list has been exhausted. Unless othhrrwise specified, if Co-Death Trustees are serving, the next following named Succcessor Death Trustee(s) shall serve only after all of the Co-Death Trustees initially fail or thereafter cease to act as Trustees: CHARLES A. MILLER; THEN LLOYD A. MIL LER; THEN AMY L. MILLER FOLLMER Section 5. No Designated Successor Trustees If at any tune there is no Trustee acting under my Trust Agreement and there is i,noi person or institution designated and qualified as a Successor Trustee, a majority of the bene'fic~aries then eligible to receive distributions of income or principal under my Trust Agree~er~t or their Personal Representatives, shall appoint a Successor Trustee. If any trust existing u~det my Trust Agreement lacks a Trustee and no successor is appointed pursuant to this Articled thle vacancy shall be filled by a court of competent jurisdiction. Section 6. Responsibility of Successor Trustees Other than amending or revoking my Trust, or appointing or removing a Trusteed a Successor Trustee shall have the same rights, powers, duties, discretion and immunities as I if'inamed as Initial Trustee under my Trust Agreement. No Successor Trustee shall be PpY', liable for any act, or failure to act, of any predecessor Trustee or shall have any duty to'~~ex$mine the records of any predecessor Trustee. A Successor Trustee may accept the account #endered and the property delivered by, or on behalf of, a predecessor Trustee as a full and complete discharge of the duties of the predecessor Trustee without incurring any responsibility or liability for doing so. Section 7. Co-Trnstee's Responsibility for the Acts of Other Co-~'r~stees No Co-Trustee shall be responsible for the act, omission or default of any other Co-Trustee without actual knowledge thereof. 1 ~` 43 __ Article Five Trustor's Lifetime Rights Section 1. Income and Principal a. Right to Trost Income and Prindpal My Trustee shall pay to me, or apply for my benefit during my lifetime, ~ or part of the income and principal of my Trust Estate as I may direct. b. Trustee Liability Upon any distribution of the income or principal of my Trust Estate autho~riz~ed or directed by me, my Trustee shall incur ~ liability, and shall be und~r do obligation or responsibility for such distribution. Section 2. Trustor's Rights During Incapacity a. Incapacitated Trnstor's Intent to Return How Notwithstanding any other provision in my Trust Agreement, as a notificati~an jto any governmental benefits provider, it is conch~sively presumed that I intend Ito return home. b. Income and PrIndpal Distributions During any period of my incapacity, my Trustee shall pay to my Pero Representative, or apply for my benefit, as much of the net income and p ' ci of my Trust Estate as my Trustee, in my Trustee's discretion, shall necessary or advisable. Any undistributed net income shall be added to prin~ip~l. c. Income and Prindpal Distribution for the Trostor's Spouse After' making Payments authorized under Section 2.b of this Article, d any period of my incapacity, my Trustee shall pay to, or apply for the benefit o , nay Spouse, as much of my Trust Estate as my Trustee, in my Trustee's discr~tio , shall deem necessary or advisable, from time to time, for my Spouse's he~aal, education, maintenance or support, taking into consideration my Spouse's ~thjer income or resources. Any undistributed net income shall be added to princRip~l. S-1 d. Tax and Government Benefits Planning Should I become incapacitated, my Trustee shall cooperate in tax and government benefits planning with my Attorney-in-Fact appointed under a durable power pf attorney; or, if none, with any Personal Representative that may be appointed by a court of competent jurisdiction, but the primary concern of my Trustee shtlll ~ for my welfare and secondarily for such planning. Section 3. Right to Amend or Revoke My Trust During Life and ~t Death a. Power to Revoke and Amend While I Am Living While I am alive, I may at any time or times amend any provisions of my '~rulst Agreement or revoke my Trust in whole or in part. b. Method to Revoke or Amend Daring Life Any amendment or revocation of my Trust Agreement made during my life sh$ll be by a written instrument signed by me and delivered to my Trustee. c. Authorized Power and Method to Amend at Death If Code section 401(x)(9) is interpreted to allow the beneficiaries of a tryst ~o qualify as a "designated beneficiary" if such trust may be so amended at , then by a duly probated last will which exercises this power to amend, I ma}k amend any provisions of my Trust. In addition, my Spouse may amend any I, tr~ist or trust share over which my Spouse has a general non-lapsing power of appointment over principal. Notwithstanding the preceding, any Retiret Benefits allocated to any trust or trust share due to my death shall be held itu a separate share of that trust or a separate subshare of such share, as the easel may be, that shall be irrevocable upon my death. The allocation of Retir Benefits to any such irrevocable trust share or subshare, is intended to quali~ree beneficiaries of such trust share or subshare as a "designated beneficiary" Code section 401(a)(9). d. Trustee Consent Any exercise of a power of amendment substantially affecting the daties, ~igl~ts and liabilities of my Trustee shall be effective upon my Trustee only if agreed to by my Trustee in writing. 5-2 e. Delivery of Property After Revocatiion i After any revocation with respect to my Trust, my Trustee shall promptly ddliver the trust property to me. f. Trustee's Retention of Assets Upon Revocation In the event of any revocation of all or part of my Trust, my Trustee ~ entitled to retain sufficient assets to reasonably secure the payment of liab' ' '' my Trustee has lawfully incurred in administering my Trust unless I ind my Trustee against loss or expense. Section 4. Exercise of Trustor's Rights and Powers by Others Any right or power, other than an amendment by will, or any right or pow that would constitute a general power of appointment if held by my Attorney-in-Fact, that I exercise under the terms of my Trust Agreement, may be exercised for and on my by any Attorney-in-Fact who, at the time of the exercise, is duly appointed and acting fob m~e under a valid and enforceable power of attorney executed by me. Only if no such A is then available, a Personal Representative appointed by a court of competent jurisdiction ~i exercise such right or power. j Other than as provided in this Section 4, the powers under my Trust Agreement ark personal to me and may not be exercised by any other person or entity. _ Section 5. Property Held as Nominee For administrative convenience, it is contemplated that ctrtain assets may be to ny Trust Estate from time to time with the possession and control thereof retained by or e~ivered to me. Notwithstanding such control or redelivery, such assets shall be assets of my Trust Estate and held by me as the nominee of my Trustee. During the period such afire in my possession they shall be subject to the following terms and conditions: a. I may receive directly and devote to my own use and benefit any dividends, interGSt, income, or proceeds or distn"butions from or ~,up~n such assets and neither I nor my Trustee shall have any duty of accoubti~ng to the other or to any other person with regard thereto. ``~- 5-3 b. Any sale, exchange or other transfer of such assets by me shall constitute t ~ a withdrawal of such assets from the Trust Estate and my Trustee shall have no further interest therein or duties with regard thereto. Though not a condition precedent to any such withdrawal, I agree to notify my Trustee of all such withdrawals. c. I shall be responsible for the reporting of the income from such assets to the appropriate taxing authorities and my Trustee shall have np responsibility for including such income on any fiduciary returns prep~edi by my Trustee or for the preparation of any other government filing with respect thereto unless I duly notify my Trustee of such income items anji a full and adequate accounting thereof is made and presented to I m~+ Trustee. d. I shall protect and indemnify my Trustee against all losses, liabilities i a~+d expenses which may result dntctly or indirectty from my use, possession, management or control of such assets. e. Upon my death or incapacity, my Trustee shall remain entitled id the possession thereof and shall continue to have all the rights, powers', and duties with respect to such assets which are granted to my Trustee he~ei~. My Trustee is not responsible for assets held by me as nomi~ne~. However, it is also understood that my Trustee shall use any reason~ab~e and prudent means to secure possession of any trust assets of whit y _ Trustee has knowledge. My Trustee shall have no duty, accountabili~y~r responsibility to me or to any other person with respect to any assetts bf which my Trustee has no knowledge or of which my Trustee is unablle to obtain possession and control. 5-4 Article Siz l Administration at Death of the Trustor Section 1. Trustee's Payment of Debts and Taxes After my death, unless other Provisions for payment have been made, my Trustee shall pay all or any part of the following expenses, debts, claims and taxes from my Trust Estat$: a. Final medical expenses and all funeral costs; b. Legally enforceable claims against me; c. Reasonable expenses of administration of my Trust, including t~o~e attributable to my probate estate or those attributable to the distributi¢n of any bequest; d. Any allowances mandated by a court of competent jurisdiction to tho~c dependent upon me; e. Any estate, inheritance, succession, generation skipping transfer, ors~ni~ar taxes payable by reason of my death; and f. Any penalties or interest on any of the above expenses, claims, debts' or taxes owed by me or my probate estate. Section 2. Payment by My Trustee or Personal Representative Article My .Trustee, in my Trustee's discretion, may make distributions authorized under this either directly to the perso ent is owed or to Ith Personal n or entities to whom paym ~ 've that Representative of my probate estate. Written statiements by my Personal such sums are due and payable by my estate shall be sufficient evidence of the' aimournt and propriety for the protection of my Trustee. My Trustee shall be under no duty,,,,,.. to see to the application of any such payments made to my Personal Representative. ~l 6-1 Section 3. Tax Elections If no Personal Representative has been appointed, with regard m the payment of any income tax, gift tax, estate tax, inheritance tax, Generation Skipping Transfer Tax or any other' tax due because of my death, my Trustee shall have the right to make any available electi©nsi allowed under the law or to sign and file any tax return. If a Personal Representative ~ been appointed, the Personal Representative shall have the foregoing rights and duties. Section 4. Payment of Lath Taxes, Claims and Expenses a. Payment Out of Trust Property All death taxes, claims and expenses payable under the provisions of this Artiq'le may be paid by my Trustee out of my Trust Estate except as specifically prowid~d for elsewhere in my Trust Agreement. Such payments may be allocated, pjar~ly or wholly, in my Trustee's discretion, to income or principal; but, to income'',, o~ly to the extent such allocation does not constitute a material limitation upon a#ry trust portion that would otherwise qualify for the federal estate tax M~ri~al Deduction or decrease any otherwise allowable Charitable Deduction. b. Exception for Property Passing Outside of My Trost Notwithstanding Section 4. a of this Article, unless specifically directed othese by another separate provision of my Trust Agreement, all death taxes, claimVs apd expenses amibutable to assets passing outside of my Trust or my probate ate shall be assessed against those persons receiving such property; provid$d, however, that under no circumstances shall any transfer to any beneficiary that qualifies for the federal estate tax Marital or Charitable Deduction causle the property transferred or such beneficiary to bear any such taxes. Section 5. Apportionment of Expenses, Claims and Taxes Notwithstanding Section 4.a of this Article, unless specifically directed otlterwi~e y another separate provision of my Trust Agreement, all expenses, claims and taxes attribhta~ile to any specifically distributed property shall be apportioned to the share of the benefici~ari~s of such specific distributions. Any distribution of specific trust property under my Trutt agreement shall pass subject to all liens, mortgages or encumbrances attributable thereto. 6-2 Section 6. Exception to Apportionment of Death Taxes Notwithstanding any provision in my Trust Agreement to the contrary, it is my intent, and I hereby direct, that to the extent practicable no death taxes shall be apportioned to or I against any part of my estate or the trusts or shares created by my Trust Agreement, or any ficiary thereof, which qualifies for the federal estate tax Marital Deduction or Charitable ~ction. 6-3 r Article Seven Specific Distributions of Trust Property Section 1. Distributions Under Article Seven Except for the specific distributions directed in the following Sections of this Artic Seven, all distributions of trust property shall be made in accordance with the Articles that f~lldw. Section 2. Income in Respect of a Decedent ("IRD") After my death, and after all allocations under Article Seven have been made, myj Trustee, in cooperation with the Retirement Account Trustee, shall allocate and distribute, ~edween the Family Trust and the Survivor's Trust, all lRD controlled by my Trustee. Such all 'on shall be by fractional share. The fraction of the IRD assets to be allocated to the S iv~r's Trust shall be the fraction thereof necessary to fully utilize the Marital Deduction av able to my estate while not preventing the maximum use of my Unused Applicable Credit Equiv (which fraction, depending on the circumstances, may result in some, all or none of th being allocated to the Survivor's Trust). Any IRD not allocated to the Survivor's T shall be allocated to the Family Trust. Other than pursuant to the terms of Article Twelve' i any IRD consists of any benefits subject to the provisions of Code Section 401(x)(9), no ben~fi~iary who is not an individual may receive aay such benefits. I ', Section 3. Estate Planning Letter or Memorandum To the extent permitted by state law and not necessary to fully utilize my U Applicable Credit Equivalent, my Trustee shall distribute personal or household items from my Trust Estate to such persons as I may direct by a written instraiment signed by me and deli erred to my Trustee. Section 4. Specific Distribution Not a Part of My Trust Estate ''~ If the property making up any specific distribution set forth in this Article is pert of my Trust Estate at the time such specific distirbution is directed to be made and will t me a part of my Trust Estate within a reasonable time, my Trustee shall disregard specific disoribution. 7-1 ~, L ~~ Article Eight Division into Survivor's. Share and Family Sham Section 1. Division of My Trust Estate Upon my death, my Trustee shall allocate and distribute my remaining Trust Estate, 'including any property that becomes distributable or payable to my Trustee at my death, into twd separate shares to be identified as the Survivor's Share and the Family Share. a. Property Transferred to the Survivor's Share The Survivor's Share shall consist of all assets of my Trust Estate not dism'~ut~d to the Family Share. b. Survivor's Share to be Administered as Sarvivor's Trust The Survivor's Share shall be held, administered and distributed according tp t$~e provisions of the Survivor's Trust as set forth in Article Nine of my first Agreement. c. Property Transferred to the Family Share The Family Share shall consist of an amount of assets of my Trust Estate ~q~ in value to my Unused Applicable Credit Equivalent. d. Family Share to Be Ad 'ministered as Family Trost The Family Share shall be held, administered and distributed according tp the provisions of the Family Trust as set forth in Article Ten of my Trust Agreement. e. Heritage Trost Share My Trustee shall allocate to a separate subtrust within the Survivor's true X11 assets remaining in the Heritage Trust so that said Heritage Trust shall q ~or the marital deduction. During my spouse's lifetime, only my spouse shall have all of the rights outlined in Article Nine, Section 1, of my Living Trust rega~rdi~g the Heritage Trust Share. 8-1 -.__ ___ ~ - Section 2. Allocation and Valuation of Assets In allocating assets between the Survivor's Share and the Family Share, my Trustee allocate the trust assets between the Survivor's Share and the Family Share in cash or in ki~id~ or partly in each, on a pro rata or non pro rata basis, and in undivided interests or not; subjejct,'however, to the following: a. _ Qual'if'ication for Marital Deduction My Trustee shall allocate to the Survivor's Trust only those assets that qualify for the Marital Deduction. b. Valuations of A1locatioas in Kind Assets allocated in kind shall be valued on the basis of their values as f~analuy determined for federal estate tax purposes; provided, however, that my T~us~ee shall act impartially, consistent with equitable principles requiring impartialtity among beneficiaries, in allocating assets so that any distribution of assets sh~il be made of assets, including cash, fairly representative of appreciatic~a ' or depreciation in the value of all property thus available for distribution. c. Income The Survivor's Share and the Family Share shall be entitled to a auu~$en~ly distributable pro rata share of the income earned on my Trust Estate ~ any probate estate from the date of my death, including a share of income earnlxl ion assets used to discharge liabilities. d. Foreign Death Tax Credit My Trustee shall not allocate assets that qualify for the Foreign Death Tax ~rejdit to the Survivor's Share unless all other assets or interests available for all n have been so allocated. '~- 8-2 _: .. _ __ _ ~. T e. Insurance Policies Any policy of insurance on the life of any person held in my Trust Estate shall be allocated to the Family Share unless such allocation would cause an estate tax to be due. Notwithstanding any other provisions to the contrary, my Spousd shall not have the right, either individually or in a fiduciary capacity, to hold or cbntlrol any incident of ownership in, or exercise any power over, any such policy 1wh~ch insures the life of my Spouse or any cash vahie therein or financial blen~fit derived therefrom; but, may direct that an Independent Trustee to exercis~ such powers be appointed pursuant to the Trustee succession provisions of Articl Five that would apply as if no Trustee were then serving, provided, however, th~t n1y Spouse may not otherwise participate in the appointment process. f. Priority My Trustee shall allocate all assets that are not properly characterized as In~colne in Respect of a Decedent ("IltD") in accordance with the provisions of this le Seven. lRD assets shall be allocated and distributed under the provisians', of Article Seven. If no specific allocation of ]RD is directed by Article Sevens then IRD also shall be allocated under this Article Seven. Section 3. Intention That Survivor's Share Qualify for Marital D~ed~iction I intend that the Survivor's Share qualify for the federal estate tax Marital Dedu a~n and my Trust Agreement shall be construed accordingly. All other provisions of my Trut~.greement shall be subordinate to that intent. If the granting of any right, power, privilege,', thority or immunity to my Trustee or another person or the imposition of any duty upon m~y'rustee or another person by any provision of my Trust Agreement would disqualify any ?~ pr interest of my Spouse from qualifying for the federal estate tax Marital Deduction prov~d~d ley Section 2056 of the Code, such provision shall be ineffeeave if and to the extent that the same, if effective, would so disqualify such share or interest. Notwithstanding any other p vision in my Trust Agent to the contrary, my Spouse at any time shall have the right~o (direct my Trustee, in writing, to convert to reasonably productive property, any underpro~du~tive trust property held in the Survivor's Trust, or in any Trust or Trust share as to which ~Iection is made to qualify all or any part thereof for the Marital Deduction under Section 2~05~6(b)('n of the Code. Section 4. Disclaimer of Property Any power or a~+ imerest in property or portion thereof thax is disclaimed by my ~Sppuse shall be held, administered or distn'buted according to the following terms: 8-3 My Spouse may disclaim any power or an}r interest in any property held in trust or otherwise for, or to be distn'buted to or for the benefit of, my Spouse under my Trust Agreement. ~- b. Time to Disclaim My Spouse may disclaim within the time limits and under the conditions permbitt~d by the laws regulating disclaimers. c. Delivery of Disclaimer to My Trustee A disclaimer by my Spouse may be exercised by the delivery to my Trustee ~f an irrevocable and unconditional refusal to accept any power or any interest in any property passing to my Spouse or the Survivor's Share. d. Disclaimer of Survivor's Share If my Spouse exercises a disclaimer with re.4pect to any interest in any pr set aside as part of the Survivor's Share, any such disclaimed interests added to the Family Share. Notwithstanding any other provisions of my rust Agreement to the contrary, any such disclaimed interest and income thereon not be subject to any power of appointment held by my Spouse other than a p~w~r of appointment limited by an ascertainable standard subject to health, educakio#~, maintenance or support. e. Disclaimer of Family Share If my Spouse exercises a disclaimer with respect to any interest in any pro~erlry set aside as part of the Family Share, such disclaimed interest shall be distn't~ut~ under the relevant terms of the Family Trust. 8-4 I Article Nine Survivor's Trust Section 1. Rights of Spouse in the Survivor's Trust My Trustee shall hold, a~3minister and distribute the assets of the Survivor's Trust a~ follows: a. Payment of Income My Trustee shall pay to, or apply for the benefit of, my Spouse, so long ~, y Spouse lives, the entire net income of the Survivor's Trust in monthly or I ot~er convenient installments agreed upon by my Spouse and my Trustee, but nit less often than annually. If my Trustee is entitled to payments from any Retirement Account, my T ltee shall allocate to income from payments received in any calendar year an lint equal to the income earned by the Account in such year, and any excess s be allocated to principal, and if the payments in such yeaz aze less than the dint equal to the income earned by the Account in such year, my Spouse hive the continuing right to require my Trustee to withdraw from the Account day to my Spouse, as income, as additional amount so that my Spouse can be 'Ian amount equal to such income; and to require my Trustee to satisfy any deficiency from principal or make other azrangements to ensure t the Survivor's Trust qualifies for the Marital Deduction. ', b. Discretionary Payment of Principal At any time or times during my Spouse's life, my Trustee shall pay to, or apply for the benefit of, my Spouse so much of the principal of the Survivor's T as my Trustee deems proper for my Spouse's comfort, welfare, and Kapp' . ' In exercising discretion, my Trustee shall give consideration to all other ' e alnd resources then known to be available to my Spouse for use for these se$. c. Right of Surviving Spouse to Withdraw Prindpal My Trustee shall pay to my Spouse as much of the principal of the S vo~'s Trust as my Spouse may from time to time demand in a signed writing dei vl' e#ed to my Trustee. 9-1 d. General Power of Appointment Subject to any payments required under Section 3 of this Article, upon the depth of my Spouse, my Trustee shall distn'bute all of the Trust Estate of the Survivor's Trust, including the trust pri~ipal and accrued and undistn"buted income, t{u a~ay person or entity and upon any trust terms and conditions, or to or in favor pf e estate of my Spouse as my Spouse may direct by my Spouse's last wills ~o exercise of this power of appointment shall be effective unless it refers qo any Trust Agreement and expressly indicates an intention to exercise this po er' of appointment. My Trustee may rely upon any instrument that my Trustee ii good faith believes to be the last will of my Spouse in carrying out the terms f this power of appointment and shall not be liable for any good faith act in re~ia~ce upon that will even if for any reason it is later determined to be invalid ~~'th respect to its purported exercise of this power of appointment. If my T~nskee receives no notice, within six (6) months after the death of my Spouse, f the existence of a will of my Spouse that exercises this power of appointme , day Trustee may distnbute the Trust Estate of the Survivor's Trust as tho this power of appointment had not been exercised and shall be conclusively p ed to have acted in good faith even if such a valid will is thereafter discovered. Section 2. Termination Upon the Death of my Spouse The Survivor's Trust shall terminate upon the death of my Spouse. My Trustee st~aallj then hold and administer the balance of the Survivor's Trust as follows: - ' '' a. Surviving Spouse's Debts and Taxes My Trustee may pay all of my Spouse's following expenses, debts, c ~ and taxes becoming due or payable by reason of my Spouse's death and ~tably apportioned to the Survivor's Trust: '~, 1. Final medical expenses and all funeral costs; 2. Legally enforceable claims against the Survivor's Trust or my Spouse's probate estate; 3. Reasonable expenses of administration of the Survivor's Trust and my Spouse's probate estate, including those attributable to the distribution of any bequest; 4. Any allowances mandated by a court of competent jurisdiction to those dependent upon my Spouse; t ~~~-- 9-2 ~ 5. Any estate, inheritance, succession, death or similar taxes ~ payable by reason of the death of my Spouse; and 6. Any penalties or interest on any of the above expenses, claims, debts or taxes owed by my Spouse or my Spouse's estate. Section 3. Administration of Remainder of Survivor's Trust After making all payments authorized in the preceding provisions of this Article,',m~ Trustee shall hold and administer die Trust Estate of the Survivor's Trust in accordance wit'h!th~ Articles that follow. Section 4. Payment by My Trustee or Personal Representative My Trustee, in my Trustee's discretion, may make distributions authorized under this Article either directly to the person or entities to whom payment is owed or to tie Personal Representative of my Spouse's probate estate. Written statements by my Spousee's Personal Representative that such sums are due and payable by the estate shall be sufficient) evtidence of their amount and propriety for the protection of my Trustee. My Trustee shall be u~id~r no duty to see to the application of any such payments made to my Spouse's Personal Ree~relsentative. Section 5. Tax Elections With regard to the payment of any income tax, gift tax, estate tax, inheritance ,generation skipping tax or any other tax required because of the death of my Spouse, if my Siouise has no Personal Representative and has so authorized my Trustee, my Trustee shall have the right to make any available elections allowed under the law and shall be authorized to sigd a1~d file any tax return. If my Spouse has a Personal Representative, the Personal Representative'~shall have the foregoing rights and duties. If my Spouse has ~ me, I authorize ',~nnx Spouse's Trustee, if any, to act with respect to tax elections if I have no Personal Represe#~tative. Section 6. Generation Skipping Trust a. Creation of GST Shares One anti Two Notwithstanding the preceding provisions of this Article, if the value of !my Spouse's then taxable estate (inclusive of the Survivor's Share) excee{is 'my Spouse's Unused Generation Skipping Tax Exemption Equivalent, the Survivor's Trust shall be segregated into separate shares identified as GST Share One GST Share Two. 9-3 ---~, My Spouse, however, is hereby granted the continuing power to direct my Trustee, in a writing delivered to my Trustee at any time, to disregard the asset allocation provisions (and GST Share creation provisions) of this Section 6 as tb any, or all, or any part of any interest in any assets, of my Trust Estate that would be affected by such allocation and to administer such assets in accordance with the other Sections of this Article Nine. My Spouse is encouraged, but nbt directed, to disclaim such power, in whole or in part, or as to interests in some assets but not others (and is specifically hereby authorized to do so), in order ~o obtain any available Generation Skipping Transfer Tax exclusion benefits as ~o such assets of my Trust Estate. Nevertheless, if my Spouse determines that unrestricted access to all or any part of my Trust Estate, or interests in c assets thereof, is preferable to exclusion from the Generation Skipping Trans Tax, then my Spouse may retain so much of this power as desired by apt exercising a disclaimer to the extent selected by my Spouse. b. Allocation to GST Share One and Stnare Two My Trustee shall allocate to GST Share One that fraction of the Survivor's TFWst determined by dividing my Unused Generation Skipping Tax Exempti~n Equivalent by the value of the assets of the Survivor's Trust. Any assets nit allocated to GST Share One shall be allocated to GST Share Two. r c. Administration of GST Share One \ My Trustee shall hold, administer and distribute the assets of GST Share One ~s follows: 1. Payment of Income My Trustee shall pay to, or apply for the benefit of, my Spouse, so long as my Spouse lives, the entire net income of GST Share One in monthly or other convenient installments agreed upon by my Spouse and my Trustee, but not less often than annually. If my Trustee is entitled to payments from any Retirement Account, my Trustee shall allocate to income from payments received in any calendar year an amount equal to the income earned by the Account in such year, and any excess shall be allocated to principal, and if the payments in such year are less than the amount equal to the income earned by the Account in such year, my Spouse shall have the continuing right to require my Trustee to withdraw from the Account and pay to my Spouse, as income, an additional amount so that my Spouse can be paid an amount equal to such income; and to require my Trustee to satisfy 9-4 4. Limitation on Discretionary Payment of Principal by (~ Trustee Notwithstanding the provisions of Section 6. c.3 of this Article, I recommend, but do not require, that my Trustee shall first exhaust the principal from GST Share Two before making discretionary payments of principal from GST Share One. 5. Limited Power of Appointment 13y a last will, my Spouse shall have the limited testamentary power to appoint to, or for the benefit of, my descendants some or all of the principal, including unappoi~ed income of GST Share One, as it exists at the date of death of my Spouse after payment of expenses, debts, claims and taxes pursuant to Section 6.c.7 of this Article. My Spouse may appoint trust assets under this limited testamentary power among my descendants in equal or unequal amounts, either directly or in trust, as my Spouse dn-ects. This limited testamentary power of appointment shall not be exercised in favor of my Spouse's estate, the creditors of my Spouse, the creditors of my Spouse's estate, or in any way that would result in any economic benefit to my Spouse. If my Trustee receives no notice, within six (6) months after the death of my Spouse, of the existence of a will of my Spouse that exercises this power of appointment, my Trustee may distribute the accrued but undistributed net income as though this power of appointment had not been exercised and shall be conclusively presumed to have acted in good faith even if such a valid will is thereafter discovered. 6. Termination Upon the Death of my Spouse GST Sharc One shall terminate upon the death of my Spouse. My Trustee shall then hold and administer the balance of GST Share '' One in accordance with the following provisions of this Section 6.c. ~-- 9-6 7. My Spouse's Ikbts and Tager Taking into consideration any waiver pursuant to section 2207A of the Code in the last will of my Spouse, my Trustee may pay all of my Spouse's following expenses, debts, claims and taxes becoming due or payable by reason of my Spouse's death and equitably apportioned to the Survivor's Trust; but from GST Share One only to the extent not paid from GST Share Two: (a) Final medical expenses and all funeral costs; (b) Legally enforceable claims against the Survivor's Trust or my Spouse's pmbate estate; (c) Reasonable expenses of administration of the Survivor's trust and my Spouse's probate estate, including those attributable to the distribution of any bequest; (d) Any allowances mandated by a court of competent jurisdiction to those dependent upon my Spouse; _ (e) Any estate, inheritance, succession, death or similar taxes payable by reason of the death of my Spouse; and (f) Any penalties or interest on any of the above expenses, claims, debts or taxes owed. 8. Payment by My Trustee or Personal Representative My Trustee, in my Trustee's discretion, may make distnbutions authorized under this Section either directly to the person or entities to whom payment is owed, or to the Personal Representative of my Spouse's probate estate. Written statements ', by my Spouse's Personal Representative that such sums are due and payable by the estate shall be sufficient evidence of their amount and propriety for the protection of my Trustee. My Trustee shall be under no duty to see to the application of any such payments made to my Spouse's Personal Representative. 9-7 With regard to the payment of any income tax, gift tax, estate tax, inheritance tax, generation skipping tax or any other tax required because of the death of my Spouse, if my Spouse has no Personal Representative and has authorized my Trustee to so act, my Trustee shall have the right to make any available elections allowed under the law and shall be authorized to sign and file any tax return. If my Spouse has a Personal Representative, the Personal Representative shall have the foregoing rights and duties. If my Spouse predeceased me, I authorize my Spouse's Trustee, ', if any, to act with respect to tax elections if I have no Personal Representative. 10. Administration of Remainder of GST Share One After making all payments authorized above in this Article Nine, my Trustee shall hold and administer GST Share One as provided in the Articles that follow. d. Administration of GST Share Two My Trustee shall hold, administer and distribute the assets of GST Sharer T~pvo ! pursuant to the terms of Sections 1 through 6, inclusively, of this Artic , aGnd after making all payments authorized in said Sections, my Trustee shall hold ajnd administer GST Share Two as provided in the Articles that follow. ~- 9-8 Article Ten t~ Family Trost Section 1. Rights of My Spouse in the Family Trust My Trustee shall hold, administer and distribute the assets of the Family Trust as f~llbws: a. Payment of Income My Trustee shall pay to, or apply for the benefit of, my Spouse, so long a~ ~y Spouse lives, the entire net income of the Family Trust in monthly or thtr convenient installments as agreed upon by my Spouse and my Trustee, but not leis often than annually. b. Discretionary Payment of Principal At any time or times during my Spouse's life, my Trustee shall pay to, or fly for the benefit of, my Spouse, so much of the principal of the Family Trust ~ ~y Trustee in my Trustee's discretion deems proper for my Spouse's htaltkh, education, maintenance or support. c. Guidelines for Trastee's Discretion In exercising discretion, my Trustee shall give consideration to all other income and resources then lmown to be available to my Spouse. In exercising diser~tign, my Trustee may, but is not required to, consider any differences in income tax rates as to the Family Trust and permissible distributees of principal. My Trustee shall accumulate and add to principal any net income not distributed. d. Limitation on Discretionary Payment of Principal by Trastee I recommend, but do not require, that my Trustee shall first exhaust the P~cipal the Survivor's Trust before discretio eats of principal ko any from rn~g ~Y P~ Spouse from the Family Trust. ~ l0-1 _ e. My Spouse's Right to Withdraa- Principal My Spouse shall have the power to withdraw from the Family Trust principal each calendaz year those amounts that shall not exceed the greater of five thqusund dollars ($5,000) or five percent (5%) of the assets of the Family Trust, val~eci as of the end of the preceding calendar yeaz. My Spouse shall exercise this ~az by a written instniment signed by my Spouse and delivered to my Trustee~'Irhis power is noncumulative and it shall lapse to the extent it is not exerci~ed'' by January 2 of each calendar yeaz. This power shall exist each year until the death of my Spouse. Section 2. Qualified Terminable Interest Property Election It is my intent that the Family Trust qualify in all respects for the Marital IJledwction if a Qualified Terminable Interest Property election is made by my Trustee. Pursuant ~ o that intent, my Spouse is hereby graded the authority to require my Trustee to make productive PmP~y Productive. Section 3. Termination of the Family Trost On the death of my Spouse, the Family Trust shall terminate. All unappointed and undistributed trust assets, including any accrued and undistnbuted net income, shall be held, adn~infistered and distributed pursuant to the Articles that follow. 10-2 Article Eleven (~ Common Pot Trust At the death of the survivor of me and my Spouse, my Trustee shall not create a Cpm~non Pot Trust. All of my Trust Estate that has not been distnbuted under prior Articles c}f ~.y Trust Agreement shall be held, administered, divided and distn'buted according to the provi~iojns of the Articles that follow. i ~. 11-1 Article Twelve Division and Distribution of Trust Property Section 1. Division of Trost Property Into Shares While, to the extent practical, maintaining any previously established Generation', Skipping Transfer Tax ratios relative to trust property, my Trustee shall divide, into separate'sh~res, all of my Trust Estate not previously distributed under the preceding Articles of my T .4~greement (and for purposes of determining such division and subsequent distributions 'take into account the exclusion of any descendant as may be directed in Article Oae) as folllovivs: Beneficiary Name S~ LLOYD A. MILLER 25% AMY L. MILLER FOLLMER 25% MARY B. MILLER BITTER 25% MATTHEW T. MII.LER 25% The trust shares shall be held, administered and distributed as follows: a. Distribntian of Trust Share for LLOYD A. MILLER The trust share set aside for LLOYD A. MILLER shall be held, administered alnd distributed as follows: 1. Distnbutions of Net Income My Trustee shall immediately pay to, or apply for the benefit of, such beneficiary, all net income from such beneficiary's trust share, free of trust. 2. Distributions of Principal My Trustee sha11 immediately pay to, or apply for the bencfit of, such beneficiary, all principal from such beneficiary's trust share, free of trust. 12-1 _ _ _ _ . T-i___ r 3. Distribntion on Death of Beneficiary If such beneficiary should die prior to the time that a distribution is directed to be made, such beneficiary's interest in such trust share shall lapse and my Trustee shall further divide the trust share so as to provide one (1) share for such beneficiary's spouse, so long as she has not remained, and one share for each of such beneficiary's surviving children. My Trustee shall distribute the trust share for such beneficiary's spouse, free of trust. My Trustee shall distribute the trust shares for such beneficiary's surviving children in accordance with the provisions of Section 2 of this Article Twelve. If such beneficiary has no surviving children, my Trustee shall distribute such beneficiary's trust share to my surviving children, pro rata. If I have no surviving children, my Trustee shall distribute the balance of the trust share as provided in the Articles that follow. b. Distrbbntion of Trost Share for AMY L. MILLER FOLLMER The trust share set aside for AMY L. MII,LER FoLLMER shall be held, adminisltertd and distributed as follows: 1. Distributions of Net Income My Trustee shall immediately pay to, or apply for the benefit of, such beneficiary, all net income from such beneficiary's trust share, free of trust. 2. Distributions of Principal My Trustee shall immediately pay to, or apply for the benefit of, such beneficiary, all principal from such beneficiary's trust share, free of trust. 12-2 3. Distnbntion on Death of Beneficiary If such beneficiary should die prior to the time that a distnbution is directed to be made, such beneficiary's interest in such trust share shall lapse and my Trustee shall distribute twenty (20%) percent of the balance of the trust share to such beneficiary's spouse, so long as he has not remarried, and eighty (80%) percent to my surviving children, pro rata. If I have no surviving children, my Trustee shall distribute the balance of the trust share as provided in the Articles that follow. c. Distribution of Trost Share for MARY B.119LLER R1TTER The trust share set aside for MARY B. MILLER BITTER shall be held, admini~ter'ed and distributed as follows: 1. Distributions of Net Income My Trustee shall immediately pay to, or apply for the benefit of, such beneficiary, all net income from such beneficiary's trust share, free of trust. 2. Distributions of Principal My Trustee shall immediately pay to, or apply for the benefit of, such beneficiary, all principal from such beneficiary's trust share, free of trust. 3. Distribution on Death of Beneficiary If such beneficiary should dic prior to the time that a distribution is directed to be made, such beneficiary's interest in such trust share shall lapse and my Trustee shall further divide the trust share so as to provide one {1) share for such beneficiary's spouse, so long as he has not remarried, and one share for each of such beneficiary's surviving children. My Trustee shall distribute the trust share for such beneficiary's spouse, fret of trust. My Trustee shall distribute the trust shares for such beneficiary's surviving children in accordance with the provisions of Section 2 of this Article Twelve. t - 12-3 Tr -r--__ _ __ If such beneficiary has no surviving children, my Trustee shall distribute such beneficiary's trust share to my surviving children, pro rata. If I have no surviving children, my Trustee shall distribute the balance of the trust share as provided in the Articles that follow. d. Distribution of Trust Share for MA1THEw T. MILLER The trust share set aside for MAT'rHEw T. NIII.I.ER shall be held, administero~i and distributed as follows: 1. Distributlons of Net Income My Trustee, in my Trustee's discretion, shall apply to, or for the benefit of, such beneficiary, so much of the net income from such beneficiary's trust share as my Trustee deems advisable for such beneficiary's health, education, maintenance or support. Any undistributed income shall be added to principal. Z. Distributions of Principal My Trustee, in my Trustee's discretion, shall pay to, or for the benefit of, such beneficiary, so much of the principal from such beneficiary's trust share as my Trustee deems advisable for such beneficiary's health, education, maintenance or support. 3. Distribution on Death of Beneficiary If such beneficiary should die prior to the time that a distribution is directed to be made, my Trustee shall pay all funeral and burial expenses out of the principal of the trust share. My Trustee shall distribute the balance of accumulated net income and principal of the trust share to such beneficiary's spouse, so long as she has not remarried If such beneficiary has no spouse, my Trustee shall distribute the balance of the trust share to such beneficiary's surviving children, per stirpes. If such beneficiary has no surviving children, my Trustee shall distribute such beneficiary's trust share to my surviving children, pro rata. 12-4 If I have no surviving children, my Trustee shall distribute the balance of the trust share as provided in the Articles that follow. Section 2. Distributions to Underage or Incapacitated Beneficiaries Notwithstanding any provision to the contrary in this Article Twelve and subject to ~ecition 2 of Article Sixteen, if any beneficiary otherwise entitled to receive a distribution of trust property is under the age of 27 years or is incapacitated, as defined in Article Sixteen, my Trustee shall retain and administer such beneficiary's trust share for such beneficiary's benefit pur~u~nt to the following provisions of this Article Twelve: ~~ a. Incapacitated Beneficiary If such beneficiary's trust share is being held under this Section 2 due to ~uah beneficiary's incapacity (as defined in Article Sixteen) then, only during the ~ertn of such incapacity, such beneficiary's trust share shall be administered actor ' g to the Special Needs Provisions of Article Sixteen. Upon the benefici 's regaining capacity (as determined under Article Sixteen) the following provi ions of this Article Twelve shall apply. b. Underage Beneficiary If such beneficiary's mist share is being held under this Section 2 due to such beneficiary being under the age of 27, such beneficiary's mist share shad be administered as follows: 1. My Trustee's Discretion My Trustee shall pay to, or apply for the benefit of, such beneficiary, so much of the net income and principal of such ~, beneficiary's trust share as my Trustee, in my Trustee's discretion, !, deems proper considering all other resources then ]mown to be '~ available to such beneficiary. ', 2. Payments Made to Beneficiary or Personal Representative My Trustee is authorized to make payments under this Section 2.b directly to the beneficiary, to the beneficiary's Personal Representative or to any other person my Trustee may deem proper to be used for the benefit of the beneficiary. 12-5 3. Trustee's Decisions Are Final All decisions by my Trustee as to whom my Trustee makes payments, the purposes for which payments are made and the amounts to be paid out of any trust share aze within my Trustee's discretion. 4. Undistributed Net Income All undistributed net income shall be accumulated and added to the principal of the trust share. Section 3. Termination and Distribution as to Underage or Incapacitated Beneficiary Unless distributions from a trust share are withheld pursuant to Section 1 of Articl ' Sixteen, my Trustee shall distn'bute the trust share to the respecKive beneficiary of the share berg held under Section 2 of this Article Twelve on the latest to occur of (i) the date upon I which such beneficiary reaches the age of 27 years; (ii) one-third (1/3) when such beneficiary the age of twenty-one (21) years, one-third (1/3) when such beneficiary attains the age o twenty-four (24) years, and the balance of the trust share when such beneficiary attains the a e bf twenty- seven (27) years; or (iii) when such beneficiary is no longer incapacitated, a~ determined pursuant to the provisions of Article Sixteen. Section 4. Death of Incapacitated or Underage Beneficiary Subject to the provisions of preceding Sections of this Article Twelve, if any bane city whose trust shaze is being held in trust under such Sections dies before the complete distn tibn of such beneficiary's trust share, the beneficiary's interest in such trust share shall lapse ndy Trustee shall distribute such beneficiary's trust shaze to such beneficiary's then living des~enidants, per stirpes; or, if none, to such beneficiary's siblings, per st;rpes. If such beneficiary has no then living siblings, my Trustee shall distribute such beneficiary's trust share to my~ tlAen living de~sc:endants, per stirpes. If I have no then living descendants, my Trustee shall di~bute such beneficiary's trust share as provided in the Articles that follow. 12-6 -. - __. __.... ~.. __._ _._ .-.r._ _.. __ _.. __. ___.. _ ___ _ _.. _.___.__ _ ...T .T __~ Section 5. General Power of Appointment Over Certain Assets If any separate share or trust established under this Article Twelve shall terminate, or if a beneficiary's interest therein lapses, upon the death of the beneficiary thereof, my Trustee shall, anything herein to the contrary notwithstanding, distribute to such appointee or apppintees who are creditors of the estate of such deceased beneficiary, in such proportions and amojunts as such deceased beneficiary shall direct and appoint by such deceased beneficiary's laMst will and testament referring specifically to this general power of appointment, those assets composing such separate share or trust the transfer of which pursuant to the terms hereof, otHer'than this Section 5, and assuming the nonexercise of any special testamentary power of $~pllointment elsewhere herein conferred upon such deceased beneficiary, upon such terminatio would, but for such general power, cause any tax under Chapter 13 of the Code to be paya~le. If such deceased beneficiary shall fail in whole or in part to exercise such general power, th the assets subject to such general power with respect to which such deceased beneficiary shahhave failed to exercise such general power shall be distn~uted as otherwise provided ~ my Trust Agreement. 12-7 __ __~ Article Thirteen t. Distribution if No Designated Benef ciaries NONE 13-1 ~ __ Article Fourteen Trustee Administration Section 1. Required Vote for Co-Trustees a. Trustor Serving as Co-Trastee Unless otherwise provided in my Trust Agreement, if I am serving as a Co-Tee under my Trust Agreement, I may make decisions and bind my Trust 3n the exercise of all powers and discretions granted to me as Trustee without the c~nslent of any other Trustee. b. Unanimous Vote for Two Trustees Other than when I am serving as Co-Trustee, if only two Trustees are se8, they shall act unanimously in the exercise of all powers and discretions gq`anted to them under my Trust Agreement. c. Majority Vote for More Than Two Tras#ees Other than when I am serving as a Co-Trustee, if more than two T ire serving under my Trust Agreement, they shall act by majority vote an ~ny_ exercise of a power or discretion by a majority of the Trustees shall have tha same effect as an exercise by all of them. d. Court Order Resolves Disputes Other than when I am serving as a Trustee, if the Trustees aze not able to (reach agreement on nay decision as set forth in this Section 1, they shall petition a, court of competent jurisdiction for instructions and shall take no action on the disputed matter until a court order deciding the issue has boon rendered. Section 2. Power to Delegate Notwithstanding any other provision of my Trust Agreement, any one or more of they Ca-Trustees serving under my Trust Agreement may from time to time delegate to another Co-Trustee or Co-Trustees routine acts of trust administration. 141 Section 3. No Bond Required No Trustee specifically named under my Trust Agreement shall be required to post any bond for the faithful performance of such Trustee's responsibilities. Section 4. Trustee Compensation Other than when I am serving as Trustee, my Trustee shall be entitled to reasonable ~ornpensation for services rendered. Such compensation is payable without the need of a court order. In calculating the amount of compensation, customary charges for similar services I m the same geographic area for the same time period sha11 be used as guidelines. Any corpo to fiduciary shall be entitled to receive compensation for its services in accordance with its ubilishcd fee schedule in effect from time to time and any trustee who is normally compensated n an hourly basis shall be so compensated. My Trustee shall also be entitled to reimbursement for reasonable costs and expel incurred during the exercise of my Trustee's duties under my Trust Agreement. Section 5. Change in Corporate Trustee Any corporate successor to the trust business of any corporate trustee named under my Trust Agreement, or acting hereunder, shall succeed to the capacity of its predecessor) wiithout re- conveyance or transfer of trust property. ', Section 6. Written Notice to Trastee Until my Trustee receives written notice of any death or other event which triggers the right to payments from any trust or trust shares created under my Trust Agreement, my tastes shall incur no liability for distn'butions made in good faith to persons whose interests ma have been affected by such event. Section 7. Duty to Account My Trustee shall reader accounts, upon request, to the income beneficiaries under any Trust Agreement at least annually, at the termination of a trust created hereunder and up~n a change in the Trustees in the manner required by law. 142 Section 8. No Court Supervision No trust or trust share created under my Trust Agreement shall require the active st~pezvision of any state or federal court. 14-3 Article Fifteen Trustee Powers Section 1. Powers In addition to any power hereinafter specifically granted to my Trustee, it is my ~ntention that my Trustee have the power respecting property in my Trust Estate that an absolute droner of such property would have. In accordance with such intention, any power my Tru~tea needs to administer my Trust Estate, which is not hereinafter listed, shall be considered as provided for herein. All powers shall be exercised only in a fiduciary capacity and such powers may be exercised without the approval or supervision of any court. It is also my int lion that the Uniform Prudent Investors Act and any similar enacted statute shall not apply to v~rn any of my Trustee's actions. The principles of the prudent person rule shall apply to gov the actions of my Trustee except that I hereby direct that its application be suspended as to y Spouse's acting in such a capacity. a. Retention of Property My Trustee shall have the power to retain any property received into my T at its inception, or later added to my Trust, without regard to whether mynast investments are diversified, as long as my Trustee considers that retention is the best interests of my Trust or is in furtherance of my goals in creating my rust. Subject to any power of my Spouse to require underproductive property F~ be made reasonably productive, my Trustee shall have the power to inv and reinvest in any property that may be considered by applicable state law o be underproductive or unproductive in nature and, specifically to be exempt fro atiy minimum income requirements called for under local law. b. Additions My Trustee shall have the power to receive additions to the assets of the va~ious trusts created under my Trust Agreement from any source. c. Business Participation My Trustee shall have, notwithstanding any overall effect on the fair market y+alue of the property held in any trust or trust share, the power to foam, continue or artic ate in the o ' P ip peration of any business enterprise incl g a corporation, a sole proprietorship, ageneral or limited partnership (as a geaeiiaai or limited partner) or a limited liability company (as a managing or nonmanalging _, 15-1 - member) and to effect any form of incorporation, dissolution, liquidation or reorganization, including, but not limited to, recapitalization and reallocation of classes of shares or other changes in the form of the business enterprise or to lend money or make a capital contribution to any such business enterprise. d. Make Investments My Trustee shall have the power to invest and reinvest the assets of my T as my Trustee may determine to be in the best interests of my Trust thput limitation by any law applicable to investments by fiduciaries. The per~itted investments and reinvestments may include securities such as common or pre erred stock, mortgages, notes, subordinated debentures and watrazits of nay corpor~ati~n, any common trust fund administered by a corporate fiduciary, other propert}~, rlsal or personal, including savings accounts and deposits, interests in mutual or n~toney market funds or investment trusts, aimuities and insurance whether or not such investments are unsecured or of a wasting nature. Any corporate ee is authorized to invest m shares of an investment management company orgajniz~ed under the Investment Company Act of 1940 (commonly known as a mutual '~imd) for which the corporate trustee serves as an investment advisor, custodian, I or in nay other capacity, for remuneration. e. Life Insurance My Trustee shall have the power to obtain, by purchase or by gift c#r by conversion, reissue, consolidation or by any other means, and hold as an as$et of my Trust, policies of insurance on my life or the life of any other beneficial of my Trust. My Trustee is authorized and empowered to exercise, either befdre or after my death, all of the rights, options, elections or privileges exercisable in connection with such policies. These rights and options shall include, but nbt be limited to, incapacity benefits, the right to bormw money with which tq pay premiums (or other charges) on any policy owned by my Trust (includua~ arty automatic premium loan feature) or for any other trust purpose, the right to lelect among settlement options offered by the insurance company that issued '~, such policy, the right to convert such policy to paid-up insurance, extended ',term insurance or to any different form of insurance, and the right to arrange fojr the automatic application of dividends in reduction of premium payments (or ether charges) with regard to any policy of insurance held in my Trust Estate. Regarding any such policies: 1. I represent that any policies of life insurance ciurently transferred into my Trust, or that will be transferred to my Trust hereinafter or purchased at my direction, have been selected (or will be selected) solely by me based on my study and evaluation of {a) the sufficiency of the policy to 15-2 meet the goats of my Trust, (b) whether or not available policy elections should be made, and (c) the current and projected financial strength and viability of the company issuing the policy. 2. My Trustee has made no representations to me concerning these policies and none of my study and evaluation of the policy or policies has been based on any representation by my Trustee. Furthermore, my Trustee is under no obligation to examine such policies upon receipt or to make subsequent or periodic evaluations of same. The obligations to examine and evaluate shall remain exclusively with me. 3. In the event that I or any beneficiary hereunder shall at any time (1) question the sufficiency of any life insurance policy, (2) determine that available policy elections should be made, or (3) question the continued financial strength or viability of the carrier, it shall be their absolute obligation to inform my Trustee of those facts in writing. My Trustee shall be indemnified and held harmless for any actions taken or not taken pertaining to any such policies held by my Trust. f. Dealing With Property My Trustee shall have the power to acquire, grant, hold in a safe deposit box or dispose of real or personal property of all kinds including, but not limited to ' p~}ts, calls and options {including options on stock), for cash or on credit, incl~ud~ng maintaining margin accounts with brokers, at public or private sale, upon] stych terms and conditions as my Trustee may deem advisable, and to manage, de~-elgp, improve, exchange, partition, change the character of, or abandon property, qr any interest therein, or otherwise deal with real or personal property including, bit tot limited to, the placing or releasing of liens and encumbrances on rani or personal P~P~Y• g. Environmental Compliance Specifically, my Trustee shall have the power to use and expend my Trust in ~e and principal to conduct environmental assessments, audits, and site moni rung to determine compliance with any environmental law or regulation thereund , to take all -appropriate remedial action to contain, clean up or remove'I atiy environmental hazard, including a spill, release, discharge or contaminations ~itl~er on my Trustee's own accord or in response to an actual or threatened violatipn !of ~Y ~vironmental law or regulation thereunder; to institute legal proceedings 15-3 concerning environmental hazards or contest or settle any such legal proceedings ( brought by any local, state or federal agencies concerned with environmental compliance, or by a private litigant; to comply with any local, state or federal agency order, or court order directing an assessment, abatement or cleanup of any environmental hazards; to employ agents, consultants and legal counsel to assist in or perform the above undertakings or actions; and, in general, to ta~Ce all appropriate actions to prevent, identify, or respond to any actual or threatened violations of any environmental law or regulation thereunder. No Trustee under my Trust Agreement shall be liable for any loss or d anon in value sustained by my Trust as a result of my Trustee retaining any perry upon which there is later discovered to be hazardous materials or su es requiring remedial action pursuant to any federal, state or local environmental luw unless my Trustee contributed to the loss or depreciation in value through v~illful default, willful misconduct, or gross negligence. Moreover, my Trustee not be obligated to accept any property on behalf of my Trust without my TnL~fust having the opportunity to determine, in my Trustee's discretion, that such is not contaminated by any hazardous or toxic materials or substances, an that such property is not being used and has never been used for any activities di#ectly or indirectly involving the generation, use, treatment, storage, disposal, release, or discharge of any hazardous or toxic materials or substances. Finally, my Trf ustee shall have the power to disclaim any power that, in my Trustee's discretio ' vv~ill or may cause my Trustee to be considered an "owner" or "operator" of pro~erty held in my Trust Estate under the provisions of the Comprehensive Environmental Response, Compensation and Liability Act (CERCLA), as amended from tide 'to time. This power to disclaim, as contained herein, shall apply to any such pc~w~r, whether actually set forth under my Trust Agreement, incorporated by reference herein, or granted or implied by any statute or rule of law. h. Borrowing Authority My Trustee shall have the power to borrow funds from any person, includin my Trustee; to guarantee indebtedness or indemnify others in the name of myrust and to secure any such obligation by mortgage (including, but not limited to reverse mortgages), Pledge, security interest or other encumbrance; and to renew, extend 'or modify any such obligation for a term within or extending beyond the administration of the term of my Trust. No lender shall be bound to see to, ~r be liable for, the application of the proceeds of any obligation and my Trustee not be personally liable for any obligation unless such Trustee and the lender so agree in writing. 15-4 i. Leasing Authority r~ My Trustee shall have the power, with respect to real or personal property, to make, renew or amend for any purpose a lease, as lessor or lessee, for a term within or beyond the term of my Trust with or without option to purchase; j. Natural Resources My Trustee shall have the power to enter into any arrangement including a lease, pooling or unitization agreement for exploration operation, conservation and removal of minerals or other natural k. Voting Rights My Trustee shall have the power to vote a security in person or by gen ~ or limited proxy; to participate in or consent to any voting trust, 'on, dissolution, liquidation or other action affecting any securities; and to d sit securities with, and transfer title to, a protective or other committee. 1. Title to Assets My Trustee shall have the power to hold securities and other property wh real or personal and whether or not in negotiable form or in the name of a n ee (including "street name" of a broker) or by deposit to a clearing corporation, ~wi~h or without disclosure of the Trustee relationship, but my Trustee be responsible for the acts of any nominee in the scope of the nominee's autho ' ¢d actions with respect to such property or clearing corporation in connection with the property. m. Insurance !, My Trustee shall have the power to insure the assets of my Trust against any and my Trustee against liability, with respect to third persons. n. Settlement of Disputes My Trustee shall have the power to pay or contest aay debt or c '• tiu compromise, release and adjust any debt or claim; and to submit any ~ too arbitration. 15-5 o. Payment of Expenses My Trustee shall have the power to pay any taxes, assessments, reasonable compensation of my Trustee and other expenses incurred in the colldction, management, care, protection and conservation of my Trust Estate. p. Principal and Income My Trustee shall have the power to allocate receipts or expenditures to eeither income or principal and to create reserves out of income as my Trustee, ~ my Trustee's discretion, deems appropriate and my Trustee's decision, made in~'i good faith with respect thereto, shall be binding and conclusive on all persons. I This power of allocation sha11 also apply to income during administration of my ~iTrust after my death. Income during administration after my death is cur~enkly distributable. Notwithstanding the preceding sentence, if any trust (or a share thereunder) is the beneficiary of a Retirement Account, income earned after the ,participant's ~'~death in the account shall be income of such trust or share, and if my Trustee is uued to pay all of the trust income to a beneficiary, my Trustee shall collect pay the income of the account to the beneficiary at least quarterly. To the ext t that all of the income cannot be collected from the account, the deficiency be paid from the principal of such trust or share. income during administratio after my death is currently distributable. q. Distribution of Trust Property My Trustee shall have the power to make any distribution or payment in kid or in cash, or partly in kind and partly in cash, and to cause any share o be composed of cash, Property or undivided interests in property different in kind from any other share, either pro rata or non pro rata, without regard to dill aes in the tax basis of such property and without the requirement of making any adjustment of the shares by reason of any action taken pursuant hereto. Other than as would cause a Marital or Charitable Deduction to fail or inn S election to terminate, any division, allocation, apportionment or valuation of~ trust property in order to pay expenses or taxes or to distribute the assets to or ~ ong any of the mists, shares or beneficiaries shall be made by my Trustee, an~ the good faith determination of my Trustee shall be binding and conclusive ~ all parties. In order to maximize the benefits of my Unused Generation Skippim 'Tax Exemption Equivalent, my Trustee may consider the inclusion ratio of any ~ru§t, share or subshare whm making any distribution, division, allocatio~h or apportionment under my Trust Agreement. 15-6 r. Litigation ',. My Trustee shall have the power to prosecute or defend actions, suits, claims. or proceedings for the protection or benefit of my Trust and my Trustee in the performance of my Trustee's duties. s. Employment of Agents My Trustee shall have the power to employ agents, including atto~ne~s, accountants, investment advisors, custodians, appraisers or others, includin aaly firm of which my Trustee is a member, to advise or assist my Trustee, to de~ gate to them fiduciary powers and to indemnify them against liability for pos~tians taken in good faith and with reasonable basis. t. Corporate Fiduciary If any stock of a corporate trustee that is my Trustee, or of any affiliaGte or successor of such Trustee, shall be included in the assets of my Trust, my Tee shall have full authority, in my Trustee's discretion, and notwithstanding any regulation or rule of law to the contrary, to retain the stock and any mcr',eases resulting from stock dividends and stock splits and from the exercise of purchase rights and the purchase of fiactional shares needed to round out fiactional ' hare holdings that may arise concerning the stock. My Trustee shall vote such Mock either directly or by proxy. However, to the extent my Trustee is prohibit by law from voting such stock, my Trustee shall vote in accordance with the w r~ittlen instructions of a majority of the then living beneficiaries then entitled to errant distributions of income, or their Personal Representatives. In the ev t no instruction is given, my Trustee is authorized to vote the stock in the best int~re~ts of the beneficiaries in view of the purposes for which my Trust was crcate¢l. n. Investment Transactions With regard to record keeping for investment transactions, my Trustee nee riot provide copies of confirmations or similar notifications each time a tr~e or investment transaction occurs, but investment transactions shall be set forth iii nay Trustee's periodic accounting. v. Repairs and Improvements My Trustee shall have the power to make ordinary or extraordinary repairs or alterations in buildings or other structures, to demolish any improvements, add to raze existing or erect new party walls or buildings or other structures. 15-7 .., 5:.. _ _ ~,,. _. w. Business Personnel My Trustee shall have the power to elect or employ directors, officers, employees, partners or agents of any business and to compensate such persons, whether or not any such person is a Trustee, director, officer, partner or agent of my Trustee or a beneficiary of my Trust. x. Farm or Ranch Property With respect to farm or ranch property, my Trustee shall have all necessary powers to participate in and operate any farming (including tree farming) or'~, ra>gich operation personally or with hired labor, tenants or sharecroppers, to lease any farm for cash or a shaze of crops under a ,lease that permits or precludes the material participation of my Trustee to fertilize and improve the soil; to e~np~oy conservation practices; to participate in government programs; and to perfonb~i any other acts deemed by my Trustee necessary or desirable to operate the pro~e#ty. In making a decision whether to materially participate in farming or ~~ramch operations, my Trustee shall consider whether an election should be made br has been made under Code Section 2032A to qualify for special farm-use valu~tia-n. y. Ancillary Fidaclartes If, for any reason, my Trustee deems it advantageous to act through an an~ill~ry fiduciary, my Trustee may designate an ancillary Trustee qualified to serve 'pin the jurisdiction where such ancillary fiduciary is to act and may delegate ta' such ancillary fiduciary such of the powers granted under my Trust. Agreement ~ my Trustee deems advisable without being chargeable with loss, if any, arising but of such designation or delegation. My Trustee may specify whether any car orate fiduciary, or any person or persons acting in an ancillary capacity hereunder sHall serve with or without bond. Except as may be otherwise specifically provid~d,'no such ancillary fiduciary need comply with the provisions of any Uniform Tru~te~'s Accounting Act, the Uniform Trust Act or similar acts in force in any state where the fiduciary may be acting. z. Retention of Closely Held Interest My Trustee shall have the power to retain any real estate interests, closely h¢ld securities or affiliated companies or business interests, and to sell or dispose of such interests only after careful consideration and after determining that s~le ~ or disposition is under the existing circumstances in the best interests of my Tri;st or its beneficiaries. ( ` 15-8 aa. S Corporations If at any time my Trust holds any stock in an S corporation, or if my Trustee deems a Subchapter S election advisable for any corporation the stock of ~C-hich is held in my Trust, my Trustee shall take all of the necessary actiains ~s are necessary to continue such election in effect and, in preserving such eiection~ may segregate the S corporation stock, or other corporation stock for which a Subchapter S election is to be made, from the other assets of my Trust, and ~ any Trustee's discretion, and otherwise consistent with the terms of my Trust ~o the greatest extent possible, may form new trusts and may amend the terms ~f my Trust Agreement as would be necessary to establish Qualified Subchapter S ~'rwsts to hold the said S corporation stock and assets in compliance with Code Se~timns 1361(b) and 1361(d)(3) or to qualify the share of my Trust which hold' such shares as an Electing Small Business Trust. bb. Exercise of Authority Except as otherwise provided in my Trust Agreement, my Trustee shall ha~re the power to do all acts that might legally be done by an individual in absolute ownership and control of property. cc. Power to Divide or Combine Trusts My Trustee shall have the power to divide a single trust or share thereof into separate divisions, each to be administered in accordance with the term and _ conditions of the single trust, from which they were created {or in actor with such terms and conditions as they may be affected by my Trustee'ser to comply with S Corporation requirements) when my Trustee, in my Tru~steie's discretion, determines that division is desirable or advisable in view f tax considerations, including considerations related to income tax, gift tax, inh tanee tax or generation skipping transfer tax or other objectives of the trusts an their beneficiaries. My Trustee shall not be required to make a physical segregation or division f the various trust subdivisions created under my Trust Agreement except as segre adon or division may be required by reason of the termination and distnbution ,fairy of the trust subdivisions, but my Trustee shall keep separate accounts and r~cords for different undivided interests. My Trustee, in my Trustee's discretion, shall have the fiu then power to combine two or more trusts or trust subdivisions having substantially the same tenor s into a single mist for purposes of administration when taut or other factors indicate that such combination would be desirable or advisable. 15-9 In deciding whether to combine trusts or trust subdivisions, my Trustee shall consider the generation skipping "inclusion ratio" of the trusts or trust subdivisions to be combined. Trusts or trust subdivisions having the same inclusion ratios may be combined. Trusts or trust subdivisions having different inclusion ratios slhould generally not be combined unless their inclusion ratios arc maintained unchanged through substantially separate and independent shares of different benefi caries within the meaning of Code Section 2654(b) and the applicable regulations thereunder. Specifically, unless there is a Personal Representative, my Trustee hays the authority to allocate any portion of my respective exemptions under Code ion 2631(a) to property as to which I am the respective transferor, includii any property transferred by myself during my lifetime as to which I did not m~ke an allocation prior to my death. My Trustee also has the authority to male the speciai election under Code Section 2652(a)(3). If Code Section 2631Qa) or 2652(a)(3) is not interpreted as to allow a Trustee to exercise such electi then a Personal Representative shall be appointed and is authorized to alloc~a e my respective exemptions and to exercise the said special election. If my Trustee considers that any distribution from a trust or trust subdi~+ision hereunder, other than pursuant to a power to withdraw or appoint, is a 'able distribution subject to the federal Generation Skipping Transfer Tax pay le by the distributes, my Trustee may increase the distribution by an amount t my Trustee would estimate to be sufficient to pay that tax and any additional tax thereon, and shall charge the same against the trust or trust subdivision to ~vhiich the tax relates. If my Trustee considers that any termination of an interest in my Trust or ~ trust subdivision hereunder is a taxable termination subject to the federal Generation Skipping Transfer Tax, my Trustee may pay that tax from the portion a~f the property to which the tax relates without any adjustment of the relative interests of the beneficiaries. dd. Termination of Small Trust If at any time after my death the costs of administration of my Trust (or any thereof) are of such an amount in relation to the then principal and undistn income of my Trust (or any share thereof] that my Trustee, in my Truce's discretion, determines that my purposes in establishing my Trust (or any ~haire thereofl would no longer be served, and if my Trustee deems it advisable to distribute the then principal and undistributed income of my Trust (or any ~hare thereof) to the then living beneficiary or beneficiaries and to thereby pause termination of such Trust or share, my Trustee (other than any then current beneficiary of my Trust) may do so without responsibility on the part of my 15-10 Trustee. If no such Trustee is then serving, then any Trustee may direct than an Independent Trustee, to serve only for the purpose of determining the advisability of termination process, be appointed pursuant to the Trustee succession provisions of Article Four that would apply if no Trustee were then serving; pro~+ided however, than any Trustee who is also such a beneficiary may not othdrvvfse participate in the appointment process. ee. Power to Subject Trust Property to Probate It is my intention to avoid probate through the use of my Trust. If, however, my Trustee and Personal Representative mutually determine that it shall be in th~ best interests of the beneficiaries of my Trust, and the beneficial interests df the beneficiaries shall not thereby be altered, my Trustee may subject any asset to probate to accomplish a result unavailable without probate. This power shall be strictly construed and shall only be used to secure any tax or other benefit otherwise unavailable to my Trust. Accordingly, other than a distribution that would cause a Marital or Charitable Deduction to fail, my Trustee, iti my Trustee's discretion, may accomplish this objective by distributing such property to my estate. ilf Power to Change Sitas My Trustee shall have the power, exercisable by a written instivment signed and acknowledged by my Trustee, to change the sites of any trust or trust shared he'1d by my Trustee; and, in conjunction with any such change and without any need to obtain the approval of any court, to elect that such trust or trust share shall be subject to the jurisdiction of the new sites. In addition, my Trustee may move the assets of such trust or trust share to the location of the new sites. The meaning and effect of the provisions of my Trust Agreement shall be construed in accordance with the laws of the governing state identified in Section 13 of Article Sixteen, but each trust or trust share shall be administered in accordance with the laws of the applicable sites. In no event, however, may this power be exer~ised in a manner that would cause the denial of Marital Deduction qualification fob any portion of my Trust Estate, or that would prevent a trust or mist share from qualifying as a Permitted shareholder of S corporation stock for federal income tax P~~• gg. Release of Trnstee Powers Each Trustee who determines it to be in the best interest of any beneficiary nay, at any time, by instivment executed with all the formalities of a deed 'and delivered personally or sent by certified mail to another then acting Trusted, ff any, or to some beneficiary of the affected Trust or Trusts, release and reiinq~uish or disclaim upon any terms, either in whole or in part, temporarily or permanel~tly, 15-11 ,.. .. ____.._ __. .. .T __. _.__ _____... _....~._.... _ _. _.. __,. ,-a ,~.. ...,,_ -...,... _. _-.. _ __ revocably or irrevocably, with or without binding successors, any one or more of `, , the powers, rights, authorities, and discretions conferred upon such Trustce by any provision or provisions of my Trust Agreement or generally pursuant to law, which release and relinquishment or disclaimer shall be binding on all affected beneficiaries. If the release and relinquishment or disclaimer of a power, fight, authority, or discretion is made by less than all of the Trustees upon who ' it is conferred, such power, right, authority, or discretion shall continue be exercisable in full by the Trustee or Trustees (other than any successor T on whom it is, by its terms, binding) who have not thus released and relin shed or disclaimed it. hh. Power to Disclaim Retirement Benefits or Other Income In Respect bf Decedent ("IItD") '' If I am survived by my Spouse and if my Trustce (other than my Spouse) determines in my Trustee's discretion, that it is in the best interests of ~ any beneficiary of my Trust or any subdivision thereof, my Trustee may disclaim all or any right to receive any Retirement Benefits or IRD. If my Trustde so disclaims, such disclaimed Retirement Benefits or 1RD shall pass outright my Spouses If my Spouse is the only Trustee at the relevant time, my Spouse~m~y direct that an Independent Trustee be appointed pursuant to the Trustee succ~sion provisions of Article Four that would apply as if I am survived by my Spouse and no Trustee were then serving, provided, however, that my Spouse mayj not otherwise participate in the appointment process. 15-12 Article Sixteen General Provisions Section 1. Spendthrift Protection Neither the principal nor the income of any trust created or contained under my Tr~st Agreement shall be liable for the debts of a beneficiary nor shall the same be subject to by any creditor of any beneficiary under any lien or proceeding at law or equity. Excep to the extent otherwise expressly provided in my Trust Agreement, no beneficiary shall have a aluthority or power to sell, assign, transfer, encumber or in any manner to dispose of a bene~cial interest, whether income or principal. The limitations herein shall not restrict the exercise of any power of appointment or the nght to disclaim by any beneficiary. !~ In addition, except as to any trust or mist share intended to qualify for the Marital deduction, or as would cause the termination of any S corporation election, and subject to the previsions of Section 2 of this Article, if my Trustee at a time that any distribution to any eficiary is directed to be made under the provisions of my Trust Agreement, in such rustee's sole discretion, determines that reliance on government benefits, illness, substane dependency, banlQUptcy, litigation or any factor tending to diminish the ability of a beneficiary fially benefit from a distribution or to handle financial affairs exists, my Trustee may wi old any such directed distribution and may extend the term of my Trust as to any portion of m Trust Estate otherwise allotted for any so affected beneficiary. Thereafter, my Trustee ma continue to distribute income or principal to such beneficiary as my Trustee may determine in my Trustee's sole discretion. If my Trustee withholds distributions to prevent a loss of, or in ligibility for, government benefits, the Special Needs Provisions of this Article Sixteen shall appl to such trust ProP~y Section 2. The Role Against Perpetuities Notwithstanding any other provision of my Tn~st Agreement, unless sooner or vested in accordance with other provisions of my Trust Agreement, all interests not oth vested, including, but not limited to, all trusts and powers of appointment created h 'der, shall terminate: (i) one day prior to twenty-one (21) years after the death of the last vor of the group composed of me, my Spouse, those beneficiaries described herein my lineal descendants living on the date of my death or (n7 if longer, such period as may be the laws of the state identified in the Governing State Law Section of this Article. t 'that time, distribution of all principal and all accrued, accumulated and undistributed income be made to the persons (or their representatives as authorized herein) then entitled to di ~ '~utions of income or principal and in the meaner and proportions herein stated irrespective of their then attained ages. t ~ 16-1 __ __. _ r~ _ __ __ Section 3. Incapacity and Competency A person shall be considered incapacitated in the event such person has been determined to be so by a court of competent jurisdiction; has been certified by two licensed physicians ~ be unable to properly handle his or her own affairs by reason of physical illness or mentat illness; or otherwise is unable freely to communicate for a period of 90 days. A person shall b~ considered to have regained capacity upon such a determination by a court of competent jurisdi one or upon certification by two licensed physicians that the person is able to properly handle his orb her own affairs or is able to freely communicate. The term "incapacity" is intended to be int l~angeable with the terms "disability" and "incompetency". The term "competent" in my Trust, Agreement refers to a person who is not incapacitated. Notwithstanding the preceding provi~ior#s of this Section, for purposes of administration under Articles Six, Ten and Eleven o ray Trust Agreement, the term "incapacitated" also refers to any beneficiary receiving or eligib~e tb receive government benefits. Section 4. Income and Principal Payments Other than as directed in the Special Needs Provisions of this Article, all payments fcome or principal shall be made in such of the following ways as my Trustee determines a~p priate: a. To each respective beneficiary in person upon his or her personal receipt; b. Deposited in any bank to the credit of such beneficiary in any acdoutit carried in his or her name or jointly with another or others; c. To the parent or legal representative of the beneficiary; d. To a Custodian under a Uniform Transfers to Minors Act or Uniform ~i~ts to Minors Act selected by my Trustee for such period of time ~~' applicable law as my Trustee determines appropriate; e. To some near relative, friend or institution having primary responsi'tbility for the care and custody of the beneficiary; f. By my Trustee using such payment directly for the benefit of ~sudh beneficiary; or g. To the Trustee of any revocable trust of which the beneficiary i~ the Trustor. 16-2 Section 5. Limit on Trastee's Discretion { Notwithstanding any other provision in my Trust Agreement, other than me and other than my Spouse with respect to a Survivor's Trust, no individual Trustee who is also & beneficiary hereunder ("Trustee-beneficiary") shall have any right, power, duty or discretion cdnc~ning my Trust Estate if such right, power, duty or discretion conferred upon such Tres b~Cneficiary under my Trust Agreement would constitute a general power of appointment under oche Section 2041 or 2514 that would cause any assets of my Trust Estate to be included in the of such Trustee-beneficiary. Any such right, power, duty or discretion with such effects b~ null and void with respect to such Trustee-beneficiary. No Trustee who is under a legal obli on to any beneficiary of my Trust Agreement or other person shall under any circumstances a in any decisions relating to any discretionary distributions of income or principal of my T Lstate that can be used to discharge any such legal obligation of such Trustee. If however, such powers may be possessed without violating the restrictions im sed by this Section 5 by either my Trustee jointly with an Independent Trustee, or by an Indept~dent Trustee alone, then my Trustee may appoint an Independent Trustee who may possess tho powers and authorities without violating this Section. Such an Independent Trustee shall act jo' tly with my Trustee whenever the joint possession of a power or authority would not violate th r~tsstrictions imposed by this Section. Such an Independent Trustee shall act alone whenev only sole possession of a power or authority would not violate the restrictions imposed by 's''Section. Section 6. No-Contest Clause If any person or entity, other than myself, singularly or in conjunction with any o ~ ,person or entity, directly or indirectly, in any court, contests the validity of my Trust Agreem t, ,including any amendments thereto, then the right of that person or entity to take any interest in'my Trust Estate or to act in any fiduciary capacity shall cease, and the demise of that person (and his or her descendants) or entity shall be deemed to have occurred prior to mine. Section 7. Disclaimer by Beneficiary Any beneficiary under my Trust Agreement shall be entitled to disclaim all or any potion of such beneficiary's interest in my Trust. ~, 16-3 ,, a.T _ ._ ___ _ . Section 8. Captions The captions of Articles, Sections and Paragraphs used in my Trust Agreer$remt are for convenience of reference only and shall have no significance in the construction or intdrpretation of my Trust Agreement. Section 9. Severability Should any of the provisions of my Trust Agreement be for any reason declared ~~nvalid, such invalidity shall not affect any of the other provisions of my Trust Agreement, ar~d all invalid provisions shall be wholly disregarded in interpreting my Trust Agreement. Section 10. Statutory References Unless the context clearly requires another construction, each statutory reference ~ in my Trust Agreement shall be construed to refer to the statutory section mentioned, relat successor sections, and corresponding provisions of any subsequent raw, including all amenc~m~nts. Section 11. Survivorship a. Simultaneous Deaths For purposes of my Trust Agreement, if my Spouse and I die circumstances in which the order of our deaths cannot be established, my S shall be deemed to have survived me. If any beneficiary under my Trust Agreement, other than my Spouse, dies circumstances in which the order of deaths cannot be established, I s be deemed to have survived the beneficiary, and my Trust Agreement be construed accordingly. b. Generaltion Skipping Transfer Taut Matters A person (the "Non-Skip Person") shall not be deemed to have been alive ova the date of the death of any person upon whose death a transfer is deemed to for Generation Skipping Transfer Tax purposes or the date of any distri'b tipn from or any termination of any interest in a~- trust or share under my mist Agreement for which the date of the Noa-Skip Person's death is relevant ~("the Transfer Date") if: (a) the Non-Skip Person is actually alive on the Transfer )date; (b) the Non-Skip Person is not actually alive on the date ninety (90) 'days t `~- 16-4 ._. ,__ _ __ ~ _ _._ _ _ ~ ,i _~n _. following the Transfer Date; acrd (c) the existence of such a condition of ~~ survivorship causes another person who would otherwise be assigned to a generation below that of the Non-Skip Person to be assigned to the generation of the Non-Skip Person for Generation Skipping Transfer Tax purposes. Section 12. Gender and Number In my Trust Agreement, where appropriate, except where the context otherwise ~eq~ires, the singular includes the plural and vice versa, and words of any gender shall not be 1iir~nittd to that gender. Section 13. Governing Commonwealth Law My Trust Agreement and the trusts created under it shall be construed, regulated a#rd (governed by and in accordance with the laws of the Commonwealth of Pennsylvania. Section 14. Reliance on Certificate (or Memorandum) of Trust Any person may act in reliance upon a properly issued certificate (or Memo of trust reflecting the relevant terms of my Trust Agreement without risk of incurring any ' i~ity to the Truster, Trustees or beneficiaries of my Trust. Section 15. Definitions The following terms as used in my Trust Agreement are defined as indicated: a. Benel~ciary Designation The term "Beneficiary Designation" means any document executed by me v~-hi~h affects the manner of payment of amounts held in a plan (of whatever ~ype) subject to the distn'bution rules of section 401(ax9) of the Code or! any commercial annuity or aay similar deferred payment arrangement. b. Child, Children, Issue and Descendants The terms "child" or "children" mean lawful blood descendants in the first gree of the parent designated; and "issue" and "descendants" mean the lawful. l~pd descendants in any degree of the ancestor designated; pmvidcd, however, I if a person has been adopted, that person shall be considered a child of !such 16-5 adopting parent or parents, and such adopted child and his or her issue shall be i~ considered issue of the adopting parent or pazents and of anyone who is by blood or adoption an ancestor of the adopting pazent or either of the adopting parents. The terms "child," "children," "issue," "descendant" and "descendants" or'those terms preceded by the terms "living" or "then living" shall include the lawful blood descendant in the appropriate degree of the ancestor designated even t~oygh such descendant is born after the death of a pazent. Notwithstanding the preceding provisions of this Section 15.b, the terms of Article One e~dclude certain descendants from being treated as such by restricting the avaiiabil~ty' of Trust benefits. c. Code The term "Code" means the Internal Revenue Code of 1986, as amended) from time to time. The terms "Income in Respect of a Decedent", "Gross Esfttate", "Taxable Estate", "Applicable Credit Amount", "State Death Tax Cruet", "Credit for Prior Transfers" , "Marital Deduction" , "Exclusion" , "Discla~m~r" and any other terms that, fmm the context in which they are used, refer to the Code shall have the same meaning as such terms have for the purposes of applying the Code to my Trust Agreement. d. Deceased Trnstor The term "Deceased Trustor" means a Trustor who has died. e. Death Taxes The term "Death Taxes" means all inheritance, estate, succession and ', ot~.er similar taxes that are payable by any person on account of that person's t in the estate of the decedent or by reason of the decedent's death, including penalties and interest but excluding the following: 1. Any additional tax that may be assessed under Internal Revenue Code Section 2032A and 2057; and 2. Any federal or state tax imposed on a Generation Slopping Transfer, as that term is defined in the federal tax laws, unless that Generation Skipping Transfer Tax is payable directly out of the assets of a trust created by my Trust Agreement. ~- 16-6 f. Education f The term "education" shall be given broad interpretation and may include but not be limited to: 1. High School Education at public or private elementary or high schools, including boazding schools. 2. College Undergraduate and graduate study in any and all fields whatsoever, ~ whether of a professional character in colleges or other institutions of higher learning. 3. Specialized Training Specialized formal or informal training in music, the stage, handicrafts, the arts, or vocational or trade schools, whether by private instruction or otherwise. 4. Other Educational Activities Any other activity including foreign or domestic travel that shall tend to develop fully the talents and potentialities of each beneficiary regardless of age. g. Heirs at Law References to someone's "heirs at law" mean individuals who are living ~ at the event when property is directed to be distributed to them. Those indiwiduitls' identities and the shares of the distributable property that they each receive shall be determined under the intestacy laws of the Commonwealth of Pennsyjlvajnia which then govern the distribution of the personal property of a resident I, dyhng then, without creditors, owning only the distributable assets. h. Independent Trustee The term "Independent Trustee" means a Trustee who is an independent lper~on who, within the meaning of Code section 672(c), is not related or subordariate to any beneficiary of my Trust. 16-7 _ i. Personal Representative The term "Personal Representative" means trustee, executor, executrix, administrator, administratrix, conservator, guardian, custodian or any other tyrpe of personal representation. j. Per Stirpes In every case in which a disposition of an interest is to be made to the ism of a person "per stirpes," it is intended -that such disposition shall be e in accordance with the principle of representation. This principle in relation o my Trust Agreement means that whenever property is to be distnbuted to the " e, of a person, such property shall be divided into as maay shares as there are, ~t the time of disposition, living issue in the nearest degree of kinship to such persa~n clad then deceased issue in the same degree who left issue who are then living each then living issue in the nearest degree receiving one share, and the share o etch then deceased issue in the same degree being divided among his or her issue ~~n the same manner. k. Retirement AccoantlRetirement BeneIIts The terms "Retirement Account" or "Retirement Benefits" mean any de ~ er#ed payment account, whether or not considered a qualified plan under sectio 4~1, 403, 408 or any other section of the Code, under which by reason of fid ci~ry accounting principles income is considered earned but not immediately pa ae. 1. Retirement Account Trastee 1. For purposes of receiving any Retirement Benefits, the Trustees of the Family Trust and Survivor's Trust maybe ', referred to by the term "Retirement Account Trustee". If '' there is more than one Trustee serving as Trustee of either ',, or both the Family Trust and the Survivor's Trust, then for Purposes of my Trust Agreement, all such Trustees shall be included in the term "Retirement Account Trustee". This definition of Retirement Account Trustee is intended to provide an efficient means to utilize a Beneficiary Designation to indicate the beneficiary of any Retirement Account benefits. 2. The Tnistees of the Family Trust and the Survivor's Trust (collectively known, and previously referred to, as the "Retirement Account Trustee") shall divide all Retirement Account balances (the "Balance"), or rights thereto, between 16-8 the Family Trust and the Survivor's Trust in accordance with the fractional formula division of income in respect of a decedent set out in Article Seven; however, relative to such formula: (i) only property affected by a Beneficiary Designation shall comprise the denominator of the fraction; and, (ii) any such division of the Balance shall be determined only after taking into account the other fractional formula allocations directed under Article Seven. Notwithstanding the preceding, any part of any balance allocable hereunder to a Survivor's Trust as to which my Spouse has anon-lapsing general power of appointment over all principal shall be distributed to my Spouse, free of trust, instead of to such Survivor's Trust. If my Spouse disclaims this outright distribution, it shall pass to such Survivor's Trust. 3. This Retirement Account Trustee arrangement is intended, and shall be interpreted for all purposes, to comply with the applicable requirements of the Code and Treasury Regulations, to obtain treatment of trusts and trust beneficiaries as Designated Beneficiaries under Code section 401 (a)(9), as amended. Pursuant to such intent, other than as the provisions of Article Twelve may apply, no part of any balance shall be allocated, in trust or otherwise, for the benefit of any beneficiary who is not an individual. m. Trast Estate The term "Trust Estate" means all of the Property, real and personal, inta~.gi~ble and tangible, that has been transferred to my Trustee, whether or not listed on any Schedules. n. Trastee's Discretion The term "discretion" with regard to a Trustee means such Trustee's sore but reasonable judgment. In exercising any discretionary power with respect tp my Trust, my Trustee shall at all times act in accordance with fiduciary principled and shall act reasonably under the circumstances and not in bad faith or in disr~galyd of the purposes of my Trust. a~. Trnstor The term "Trustor" shall be interchangeable with the terms "settlor", "gramtor", "donor" or other similar terms. 16-9 . p. Unused Generation Skipping Taz Exemption Equivalent The term "Unused Generation Skipping Tax Exemption Equivalent" means the Generation Skipping Transfer Tax exemption provided in section 2631 of the 'Code in effect at the time of death of a Trustor, reduced by the aggregate of (1) the amount, if any, of such exemption allocated by such Trustor or by operati~n of law to such Trustor's lifetime transfers and (2) the amount, if any, such T or or such Trustor's Personal Representative or Trustee has specifically alloca~ed to property other than property to which such exemption is directed to be allo~Catied by any applicable provision of my Trust Agreement. ', For purposes of my Trust Agreement, if at the time of death of a Trustrr'su~ch Trustor has made lifetime transfers of property to which an inclusion o Hof greater than zero would be applicable and for which the gift tax return d dalte has not expired (including extensions) and a return has not yet been filed, it I sha11 be deemed that the generation skipping transfer exemption has been allocated'to such transfers to the extent necessary and possible to exempt such transfers Ifram Generation Skipping Transfer Tax. q. Unused Applicable Credit Equivalent The term "Unused Applicable Credit Equivalent" means that value of a Dec~as~d Trustor's taxable estate determined without regard to the Marital Deductt'oh titat can be transferred at death without causing any federal estate tax liability au~e of: 1. Any available Applicable Credit Amount (Unified Credit), 2. The Credit for State Death Tax to the extent it does not increase the amount of death taxes payable to any state, 3. The Credit for Prior Transfers, 4. Allowable Exclusions from the Gross Estate, ', and that is in excess of the net value of.all property includable in the le estate of a Deceased Trustor that does not qualify for the Marital Deduction oaz~y other deduction; whether that value passes outside of my Trust (by way of 'oit~t tenancy, life insurance contract, Beneficiary Designation, will, or othervvis~) pr under other provisions of my Trust. 16-10 Section 16. Special Needs Provisions a Overall Limitation oa DistrIbation It is my intention that the assets of my Trust Estate supplement but not sub impair or diminish any then existing forms of support or benefit whi~ beneficiary is receiving or becomes eligible to receive. For purposes Section, the terror "support" means food, clothing or shelter. The terms Trust Agreement shall be rrad and interpreted to prevent arty action by my 7 which would supplant, impair, duninish or otherwise interfere with, limit or the beneficiary's receipt of, or eligibility for any form of government or ~ benefits. Any power of distribution (whether or not exercised), grantG Trustee p~u~suant to the terms of my Trust Agreement, that would result. loss, diminishment or ineligibility for governmernt or private benefits, is revoked; and, only such powers as will not result in ineligibility for such be or loss, diminishment or impairment, thereof, shall remain exercisable a Trustee. b. Specisi Needs For purposes of my Trust Agreement, the team "Spexial Nereds' refe supplemental, non-support cxpe~ditures from my Trust's asserts that, purse the other provisions of this Section, my Trustee is authorized to disburse, Trustee's sole and absolute discretion. Special Nexds, subject to the $~ supplemental, non-support limitation, include, but are not limited to, me dental, diagnostic or therapeutic went, or nursing or home care service which the beneficiary is not receiving, and is not eligible to receive govern or private benefits. Special Needs also includes the differential betwe:ei treatment, service or care that the beneficiary is receiving from any govern or private source and the level of treatment, seavice or care my Trustee c appropriate for the berneficiary. Disbursements for education, travel (inel travel by those my Trustee believes the companionship of which will benei beneficiary), entertainment devices or evernts and electronic devices are also considered Special Nexds. sw Distribution of Income or )p'rinedpal 1. Distributions for Special Needs Subject to the preceding provisions of this Section, that prohibit my Trustee from making any distribution which would supplant, impair or diminish goverrnmernt or private benefits, or cause the; beneficiary to be ineligible for such benefits, as determined in my Trustee's sole and absolute discretion, my Trustee may distribute such tike this ri~y ~y the ~eby 6~ts, ray to t'to my cral, i~or tint atly ~e~nt nlns Wn8 tie r be t 16-11 __._ __... _ _ _ ,.... _ T~ __._.... .. amounts of income or principal for the Special Needs of the (~ beneficiary. My Trustee may act arbitrarily and without regard to any statutes or other rules of law in refusing to disburse trust assets. No distnbutions may be made to the beneficiary. Any distributions made shall be made to the goods or services provider. 2. Accumulated Income Any income not distributed shall be accumulated and added to principal. 3. Resources of the BeneIIciary My Trustee, in exercising discretion under this Section, shall consider all income or resources available to the beneficiary. The beneficiary has no rights to any distdbutions under my Trust. 4. Treatment of Any Residence Held by My Trnst My Trustee may charge the beneficiary rental on any residence owned by my Trust. My Trustee must charge rent if the failure to do so would impair, diminish, or cause ineligibility for, any government or private benefits. 5. Rights of Creditors and Others My Trust assets are not intended to be used for the .support of the beneficiary, but are only intended to supplement, in my Trustee's sole and absolute discretion, resources, income or government or private assistance available to the beneficiary. No part of my Trust Estate, neither principal nor income, shall be subject to anticipation or assignment by the beneficiary, nor be subject to attachment by any creditor of the beneficiary, governmental agencies or any other individual or entity; including any who may have provided goods or services to the beneficiary. 6. Power to Terminate the Beneficiary's Share of My Trust If my Trustee deems it necessary to terminate the beneficiary's share of my Trust to avoid impairing or diminiehing the beneficiary's receipt of government or .private benefits, or becoming ineligible for such benefits, my Trustee, in my Trustee's sole and absolute discretion, shall terminate the beneficiary's share of my Trust. If my Trustee terminates the beneficiary's share my 16-12 Trust, the assets of the beneficiary's share of my Trust shall be ( held, administered and distributed pursuant to the following provisions of this Section as though the beneficiary had died. I request, but do not require, that the remainder beneficiaries consider the purposes of the beneficiary's share of my Trust in expending the property they receive. 7. Distributions on Death of Beneficiary Unless provided otherwise under the provisions of preceding Articles, if such beneficiary should die while my Trustee still holds trust assets for such beneficiary's benefit, such beneficiary's share of my Trust shall lapse and my Trustee shall distribute the balance of the trust share to such beneficiary's then living descendants, per stirpes. If such beneficiary has no then living descendants, my Trustce shall distn~ute such beneficiary's trust share to such beneficiary's siblings, per stirpes. If such beneficiary has no then living siblings, my Trustee shall distribute such beneficiary's trust share to my then living descendants, per stirpes. If I have no then living descendants, my Trustee shall distribute the balance of the beneficiary's share of my Trust as provided in Article Twelve of my Trust Agreement. Subject to the other provisions of this Section, my Trustee may pay for the expenses of the beneficiary's last illness and funeral. 16-13 I have executed my Trust Agreement on the date set forth on the first page of my Trust Agreement. I certify that I understand my Trust Agreement and that it correctly states thb terms and conditions under which my Trust Estate is to be held, managed and disposal of by' my Trustee. I approve this revocable living mist in all particulars and request my Trustee to ex~ecu~te it. Trustor: . ~~ ~~_ ~z SANDRA J. M~~LER Trustees: SANDRA J. CHARLES A. f COMMONWEALTH OF PENNSYLVANIA ) 1 ~ COLJIV'I'Y OF DAUPHIN ) On this ~ ~-~-° ~' '. "~~~~ .before me, a no Lary Public, the ugaai office, personally appeared SANDRA J. MII,.LER, Trastor and Trustee, ]mown to me (or satisfactorily vier) to be the person whose name is subscribed to the within instrument and acimowledal that she executed the same for the purposes therein contained. . In witness whereof I hereunto set my hand and official seal. a /~ N Public ..__.. Ur-da L. Fem. ~ N is My s~iai res Nov. 8.2003 t` 16-14 COMMONWEALTH OF PENNSYLVANIA ) i~ ~ COUNTY OF DAUPHIN ) On this ~~.~' ~=~ " '~~~' ,before me, a notary public, the undersigned officer, personally appeared CHARLES A. MILLER, Trustee, lmown to me (or satisfactorily proven) to tl~e person whose name is subscribed to the within instrumetrt and acknowledged that he executed the same for the purposes therein contained. In witness whereof I hereunto set my hand and official seal. J--r r ~ Notary Public t3oa~l N~otuy PubNc Linda L Fetlerhotf, M Exp res ~ 2003 Y 16-15 r Amy All. Moya From: Jacky M. Mindeck [Jacky@ledererlaw.com] Sent: Wednesday, March 10, 2010 4:00 PM To: amyt~ledererlaw.com Subject: FW: SANDRA J MILLER EST fyi From: Susan E. Lederer [mailto:susan@ledererlaw.com] Sent: Wednesday, March 10, 2010 3:55 PM To: Jacky@ledererlaw.cbm Subject: FW: SANDRA J MILLER EST ~i Susan E. Lederer Law Offices of Susan E. Lederer 5011 Locust Lane Harrisburg, PA 17109 717-652-7323 717-652-7340 (fax) Susan@LedererLaw.com From: RV, Inheritance Tax Extension [mailto:RA-InheritanceTaxExt@state.pa.us] Sent: Wednesday, March 10, 2010 3:26 PM To: 'SUSAN@LEDERERLAW.COM' Subject: SANDRA ]MILLER EST C}fsPAR~'fNt~{`r C!l^ RYENUE. The following message is being sent from an unmoniton3d account Please do not reply. Re: Estate of SANDRA J MILLER Social Security No.: 171-32-7778 Date of Death: 06/11/2009 Dear Sir or Madam: This e-mail is to verify that you have been granted an extension of 6 months which will terminate on 09/11/2010. This is an extension of time to file, not an extension of time to pay. Interes#'v~rill begin to accrue on any unpaid Pennsylvania inheritance tax as of 03/11/2010. As no county file number his been issued, this extension cannot be entered into the Department's computer. A copy of this a-mail should be attached to both copies of the Pennsylvania inheritance tax return when it is filed with the Register of Wills in Cumberland County. If you have any questions concerning this a-mail, please contact me at 717-787-3930. Sincerely, Claudia Maffei, Supervisor Inheritance Tax Division Please do not reply to this email. This mailbox is not monitored and you will not receive a response. 1=or assistance, visit us on the web at www.revenue.state.pa.us or call us at 717-787-8327 The information transmitted is intended only for the person or entity to whom it is addressed and may contain Confidential and/or privileged material. Any use of this information other than by the intended recipient is prohibited. If you receive this message in error, please send a reply a-mail to the sender and delete the material from any and all computers. 2 y`~y11 e, ` V .i ~~~~^, DEED __ _ _~._ _ __ 'I n~i/ 5~~~~~.~ ~~ l I ~, i - ~ ~ ^ '+ - } ` ~~ ~ L ~ ~ 1 ~ t': indenture, made the ~ da of ~i. ' '~ y ~_, in the year of our Lalr~ one thousand nine hundred and ninety-nine (1999), ', i~ Between Charles A. Miller and Sandra J. Miller, husband and wife, of Cumberland County, Pennsylvania, Grantors ' and Sandra J. Miller and Charles A. Miller, Trustees, qr their successors in t¢u~t, under the Sandra J. Miller Living Trust dated December 3, 1999, and any amendments thereto, Grantee Witnesaet6, that the Grantors, for and in consideration of the sum of Onje jand No/100 ($1.00) Dollars, lawful money of the United States of America, unto thy, well and truly paid by the Grantees at or before the sealing and delivery hereof, the r~deipt whereof is hereby acknowledged, have granted, bargained and sold, released anti i confirmed, and by these presents do grant, bargain and sell, release and confirmulnto the Grantees, their successors and assigns. ALL THAT CERTAIN lot of ground situate on the west side of Broad Skrjeet in the Township of Upper Allen, County of Cumberland, and Commonwealth of Pennsylvania, bounded and described as follows, to wit: BEGINNING at a point on the west side of Broad Street at the corner of ILiot No. 37 as shown in the hereinafter mentioned plan of lots; thence along the west side ~f Broad Street, South twenty-two (22) degrees thirty (30) minutes East, seventy-fi~~ (75) feet to a point at the corner of Lot No. 39 in said plan. of lots; thence along the ' of Lot No. 39, South sixty-seven (67) degrces thirty (30) minutes West, one hundred' fi (150) feet to a point on the line of Lot No. 4I, Plan "C," Miller's Crest in Plan Book 1 ~ Page 57; thence along the line of said Lot No. 41, North twenty-two (22) degrees thir~yl (30) minutes West, fifty-four and sixty-tight one-hundredths (54.68) feet to a point o Ithe line of Lot No. 61, Plan "F," Miller's Crest in Plan Book 18, Page 79; thence along line of said Lot No. 61, North six (0~ degrees seven (07) minutes thirty (30) seconds E tweirty-three and fifteen one-hundredths (23.15) feet to a point at the corner of I, ~ Nio. 37 aforesaid; thence along the line of said LorNo. 37, North sixty-seven (67) de thirty (30) minutes East, one hundred thirty-eight and ninety-one one-hundredths (1389,1) feet to a point on the West side of Broad Street, the place of BEGINNING. ' ' BEING Lot No. 38 in Plan 2 of lots known as "Miller's Crest" and recor~i~d in the Recorder's Officc in and for Cumberland County in Plan Book 14, Page 37. 3G01( G~~ PzGc Ej'~ In witness whereof, the Grantors have hereunto set their hands and seals. Dated the day and yeaz first above written. Sealed and Delivered ;the Presernce of Y'. V ' V n .r t r f ~ ~ ~ " fN~ .~ ! l ~^ ~t hazles A. Miller SaIIdra J. Miller Certificate of Residence I hereby certify that the precise residence of the Grantees herein is as follpw~: c% Charles A. Miller aad Sandra J. Miller, Trustees 708 Bmad Street, Mechanicsburg, PA 17055 ~,~s~=-----° Attorney for Grantees 3i:oK 213 P~~ g Acknowledgement COUNTY OF DAUPHIN ~ this, C~ 3 ~~~f .before me, a Notary Public in and for tie Commonwealth of Pennsylvaaia, the undersigned officer, personally appeared Cl~ar~es A. Miller and Sandra J. Miller, known to me (or satisfactorily proven) to be the persbnsl whose males are subscribed to the within instrument and acknowledged that they executed the same for the purposes therein contained. COMMONWF,AI,TH OF PENNSYLVANIA ; ss IN WITNESS WHEREOF, I hereunto set my hand and official seal. Notary Public TH OF PENNSYLVANIA COUNTY OF CUMBERLAND seal Linda L Fettwhotf, Na~tary Public My C~omni Erea~~ 82003 ss: RECORDED in the Office of the rder of Deeds in and for Cumberland County, in Record Book 3 page ~ WI S my hand and official seal this _ aay of ~ ~~ . RECORDER OF DEEDS ~~o~c cif eM~:: 90 .y 3 Scl~cQ~~ G DEED This indenture, made the ~~ day of in the year of our Lord one thousand nine hundred and ninety-nine (1999), Between Charles A. Miller and Sandra J. Miller, husband and wife, of Cumberland County, Pennsylvania, Grantors and Sandra J. Miller and Charles A. Miller, Tn~stees, or their successors in trujst, loader the Sandra J. Miller Living Trust dated December 3, 1999, and any amen~lm~nts thereto, Grantees Witnesaet6, that the Grantors, for and in consideration of the sum of One anki No/100 (51.00) Dollars, lawful money of the United States of America, unto them wren and truly paid by the Grantees at or before the sealing and delivery hereof the re~ei~t whereof is hereby acknowledged, have granted, bargained and sold, released and confirmed, and by these presents do grant, bazgain and sell, release and confirm u~tq the Grantees, their successors and assigns. ALL THAT CERTAIN parcel of land situate on Lake Stonycreek, Stonyc$eek Township, Somerset County, and Commonwealth of Pennsylvania, bounded and described as follows: BEGINNING at a point in the middle of a 33' right-of-way at the Southea~te~n corner of Lot No. 5 in a Development of Lots on Lake Stonycreek, dated June 15,',1961, drawn by L. L. Lowry for Paul C. Thomas, Maur C. Thomas, Marshall W. McI{al~ipsl and Anna L. McKalips; thence North 20 degrees 8 minutes Fast 303 f eel, more or less al{ung the eastern boundary of said Lot No. S to a point in the shoreline of Lake Stonycreek~ thence along the Southern shoreline of Lake Stonycreek mean courses and distances 100 feet, more or I Bering unevenly varlou~ ess, to a hub; thence South 24 degrees 53 ', minutes West 308 feet along the Western bo undary of Lot No. 7 in said plan to a iht in the middle of said 33' right-of-way; thence North 60 de ~o along the center line of said ri 8~ 00 minutes West 85 ~ee~ ght-of--way to a poiirt, the place of BEGINNING. CONTAIlVING .584 acres and being Lot No. 6 in the aforementioned Development. BEING the same premises which Paul C. Thomas and Mary C. Thomas, husband aad wife, by Deed dated June 19, 1981, and recorded Apri120, 1992, in Record Bork 1157, Page 939, in the Office of the Recorder of Deeds in and for Somerset Coulntyy granted and conveyed unto Charles A. Miller and Sandra J. Miller, the Grantors herein. UNDER AND SUBJECT to all restrictions, easements, covenants, condi~io~s and agreements of record. TOGETHER with all and singular the buildings and improvements, ways, , alleys, passages, waters, water-courses, rights, liberties, privileges, hereditament$ a~ appurtenances, whatsoever unto the hereby granted premises belonging, or in an~+ wEise appertaining, and the reversions and remainders, rents, issues and profits thereof ar~d all the estate, right, title interest, property, claim and demand whatsoever of them, the Grantors, as well at law as in equity, of, in and to the same. TO HAVE AND TO HOLD the said lot or piece of ground above descri 'with the messuage or tenement thereon erected, hereditaments and premises hereby or mentioned and intended so to be, with the appurtenances, unto the Grantees, them successors and assigns, to and for the only proper use and behoof of the Grantees',, their successors and assigns, forever. AND the Grantors, for themselves, their heirs, Personal representatives grid assigns, do covenant, promise and agree, to and with the Grantees, their successorrs end ~8~~ by these P~n~, that they, the Grantors, their heirs, personal representa~iv and assigns, all and singular the hereditaments and premises hereby granted or m~ one and intended so to be, with the appurtenances, unto the Grantees, their successors' assigns, against them, the Grantors, their heirs, personal representatives and assigns, and against all and every person and persons whomsoever lawfully claiming or to clam lthe same or any part thereof, by, from or under him, her, them or any of them, shall apd'~vill, Subject as aforesaid, WARRANT and forever DEFEND. In witness whereof; the Grantors have hereunto set their hands and seals: Dated the day and year first above written. Sealed and Delivered in the Presence of !!~ ~- Charles A. Miller .~.e' Sandra J. Miller T Certificate of Residence I hereby certify that the precise residence of the Grantees herein is as foll~v~s: c% Charles A. Miller and Sandra J. Miller, Tnistees 708 Broad Street, Mechanicsburg, PA 17055 A racy for Grantees Aclmowledgement COMMO ~ TH OF PENNSYLVANIA ; COUNTY OF DAUPHIlV ~ ss On this, ~ ~ ~ . 3, i~99 ,before me, a Notary Public in and for Commonwealth of Pennsylvania, the undersigned officer, personally appeared es A. Miller and Sandra J. Miller, known to me (or satisfactorily proven) to be the whose names are subscribed to the within instrument and acknowledged that th executed the same for the purposes therein contained. IN WITNESS WHEREOF, I hereunto set my hand and official seal. Notary Public s.d Unda L FN6~fa(f~ No4uy Pt~lic My CornmNp~on E~~ 8 20Q.3 ', COMMONWEALTH OF PENNSYLVANIA ) COUNTY OF SOMERSET ) ~~ RECORDED in the Office of the Recorder of Deeds in and for Somerset aou~nty in Record Book ,page , WITNESS my hand and official seal this ~y og RECORDER OF DEEDS 98110 Fredericksburg Road San Antonio, Texas 78288 USAA® 02350.15K2.JSS34395511.01.01.14 EST OF SANDRA J MILLER C; O SUSAN E LEDERER LAW OFFICE 5011 LOCUST LANE HARRISBURG, PA 17109 Dear Ms. Lederer: Novembier ~4, 2009 USAA is committed to providing excellent service to its members. As you requested, ~~ 1 am providing the following information for the accounts of the late Sandra J Miller. ' Account Registration: SANDRA J MILLER CHARLES A MILLER TRST SANDRA J MILLER LIV TRUST UA 12/3/99 USAA #: 814 54 04 Account ## endin in Fund Name --~_.~_. 6703 Value Fund 5167 Tax Exempt Intermediate-Term Fund 3015 Growth and Tax Strategy Fund 2155 Money Market Fund The account values on June 11, 2009 were: Account ## Share Accrued endin in Shares Price Dividends -- 6703 619.568 59.59 NA* 5167 1,117.131 $12.14 $19 59 3015 2155 1,619.309 $11.02 . NA* 28,468.760 $1.00 $9.78 Total Value *Fund does not accrue daily dividends. If you have questions, please call a USAA member service representative at 1-800-531-USAA (8'722). Thank you, USAA Shareholder Account Services Acco~lnt Val ' e $5,194 ~ .66 $ l 3,~8~.56 $17, 4 .79 $28,i47~.54 ~- $65,$4~.55 814 54 04-48716-950-DM02350-SAS.SAS45 58~Z6•~1108 1 ,.-. ~"~ ~~ I / u~HH _ __ 1L/10/LVV.7 J: lY:1J Y17 YHVE L/VVG !'dX JrJl VCl~ `~-~J~G~ ~~- "~5 U$AA LIFE MSURANCE COIAPANY U~ Susan E. Lederer, Attorney at Law 5011 Locust Lane Harrisburg, PA 17109 Attn: Amy Moya Annuitant: Sandra J Miller USAA Number. 8145404 Contract Numbers: 6471388212 Dear Ms. Moya: December 18, 2009 Per your written request, here is the information on the annuity that was in the narr~ oP Sandra J Miller. 1. Title of annuity: Personal Pension Annuity 2. Issue date: 12-29-2005 3. Benefldary: Charles A Miller 4. Date of Death value: $64,917.03 5. Cost Basis: $57,150.35 6. Settlement Optlon: Ownership change to Charles A Miller Sincerely, Stephanie Keno UfeJAnnuity Claims & Benefits Advisor If you have any questions, please call 1-800-531-8455, ext 69158 for further assistanbe. 9800 Fredericksburg Road San Antonio Texas 782881-800-531-8000 In San Antonio 498-8000 Ameriprise Financial August 12, 2009 CHARLES A MILLER 708 S BROAD ST MECHANICSBURG, PA 17055-4006 River3ource Lice Insurance Company ~~ iy,~-1 (` RlverSource Funds ~Q Ameriprise Certificate Company Ameriprise Brokerage 70100 Amsriprise Finandal Center Minneapolis, MN 55474 Dear CHARLES A MILLER: 20610747 6 001 Thank you for your recent inquiry regarding SANDRA J MILLER'S accounts. These are the values of the accounts as of 06/11/2009. Account information Mutual Funds Account Number QwnersluE 01013141525 8002 Trust Annuities -Post 1985 Account Number OWi1Ci3lUD 9 007692498 2 004 Individual 93107914644 1004 IItA -beneficiary designated SPS Advantage Account Nu_ri+i~er O ershi 00065441495 2 021 Individual - TOD Mutual Funds Account Number 01013141525 8 002 Total Value 66 0 ~ Asset Value Per Share'. $13 006 , . 3,636.534 3.570' Annu~t>tes -Post 1985 Account Number 93007692498 2004 93107914644 1 004 SPS Advantage Account Number 00065441495 2 021 Total Value $51,399.02 $39,607.88 Total Value $16,814.93 Insurance and annuitie are issued by RiverSot Life Insurance Compar an Ameriprise Fnanci~ company. Ameriprise Brokerage is provided by Ameriprise Fnancia Services, Inc. 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W O p~ A W N !-• ~ ~ 41 ~ ~O' 'm ~. rt' ~',?, O I~ m 1 O V ~ F+ c 8~ 1 I~~~~~~~ ~~~ - ra;r Tr a er~.r rae.:c usAA FEDERAL SAVINGS USDA BANK MIG LERSTTEESLFOR THE SANDRAJJ MILLER LIVING TRUST DTD 12-3-89 708 S BROAD ST MECHANICSBURG PA 17065-4006 io ~ OTT-BO 8-3', 12 STA ~ ~. oe» ~ io'~ g~,~ ~A~ ~ PAGE 1 SLA1 ST(ATEI~ENT BITS :'.:OF DEBITS PAID' ~0~+. ; pFT/1~ ,~p~ ~ - 8ERVt A `THIS uEF ITS' 'MADE 1,678.92 3 485.64 2 600.15 .00 1,793.43 Mrro mmYr YMroy~yly roA nprl Ii Meorr~N. If ro sport b naNvN rWM t0 4p. Ilr ros„Iq x1111 6• '. roooiHM ronodc AS OF 1/31/09, NON-USAA VISA CARpg MAY NO LONGER BE USED FOR OVERDRAFT PROTECTION OR TO MAKE CASH ADVANCES TO YOUR ACCOUNT. MAKE CHANGES ON USAA.COM (KEYWORD: OVERDRAFT). DEPOSITS AND OTHER CREDITS DATE..........AMOUNT.TRANSACTION DESCRIPTION 05/26 600.00 MAIL DEPOSIT 06/11 0.15 INTEREST PAID OTHER DEBITS DATE.......... AMOUNT.T RANSACTION DESCRIPTION 06/01 359.48 ACH DEBIT 060109 06/05 14.21 USAA,COM PAYMNT ACH DEBIT PdIC ••'•'•"'•'2408 06/09 111.95 ~NELEC ACH DEBIT 060509 BILL PYMT 1302 USAA.CObL PAYMNT 060909 CREDIT CRD • • • • • • • * * * • 5 2 4 8 ACCOUNT BN-ANCE SUMMARY DATE.........BALANCE 05!12 DATE......... BALANCE 1,678.92 05/26 2 278 92 06/05 1905.23 , . 06/01 1,919.44 06109 08/11 1,793.28 1,793.43 • • • • " ' • INTEREST PAID INFORMATION • • • YOUR INTEREST PAID WAS CALCULATED USING YOUR DAILY BALANCE FOR 30 DAYS FOR AN ANNUAL, PERCENTAGE YIELD EARNED OF 0.1096. THIS BRINGS YOUR YTD INTEREST PAID TO 1 .33. -- l~axlll3 Kesult lletails Page 1 of 1 Detailed Results for Parcel 42.25_nnz2-041. in the 2004 Tax Assessment Database http://taxdb.ccpa.neddetails.asp?id=42-25-0032-041.&dbselect= l 6/8/2010 Somerset Lounty YA hovernment - r Yage 1 of 1 S~~R ~ l~ G-~`~-~ I -~ ~L Samerse>r ~c~unty, PA G~avernrnent Emergency Services General hiuman Services Land/Property Lai. ;~ Justice 1 - Somerset County Real Estate Search ~~~~~ ~ ~ ~~ ~ `' ~ ~ Details Value Image Printable Back Property ID: 440012590 Municipality: 44 - STONYCREEK TOWNSHIP C9~nty Directory School: OS - SHANKSVILLE - STONYCREEK AREA Property Location: LAKESHORE DR County News Ownar Name: MILLER SANDRA ]LIVING TRUST Ouemahoning Project Owner 2: Caro of: C/O CHARLES A MILLER Comprehensive Plan Mailing Addross: 708 SOUTH BROAD 5T ~Q.4trt Cale~~ MECHANICSBURG PA 17055 Map Number: S44-029-056-00 Deily Court h dUle Description 1: LOT 6 BNG 0.584 A Description 2: CSdrrent Trial Term Description 3: Real Estate Search Description 4: 1 STY FR CBN Deed Book/Page: 1484/721 Mates Grantors MILLER CHARLES A ,lob. Qoenin~ Sala Dste: 12/15/1999 Sale Amount: 0 Err~loyee ion Tax Claim Property*; Mes sane ¢oard Ciaan • Groan Yaar**; Landuse: Links Homestead: Rejected H2~ *lf Yes Property Is Under Trusteeship of Tax Claim Bureau **If Yes Land Values Dis l p ayed Are I~Qj Market Values Copyright ~cl 200A -Somerset County, PA Government http://Www.co. somerset.pa.us/realpictdetail.asp?DISTREFNp=440012590 9/10/2009