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HomeMy WebLinkAbout08-02-10-y, L ._ J 20-0 AUG -2 PM I2: 52 CLERK Cr To: All Parties ORPHAN"~ UQ(JRj You are hereby notified to file a written 4A~cq, ,, . , response to the enclosed Petition within C~" ' ` `~~ ~ "~ PA twenty (20) days from service hereof or a judgment maybe entered against you. ~~ oward Vigderman IN THE COURT OF COMMON PLEAS OF CUMBERLAND COUNTY, PENNSYLVANIA ORPHANS' COURT DIVISION O. C. NO. ~'(~ _ rJ~U In Re: SUPPLEMENTAL NEEDS TRUST FOR THE BENEFIT OF PAUL R KNUDSEN PETITION TO APPROVE RESIGNATION OF TRUSTEE AND TO APPOINT SUCCESSOR TRUSTEE TO THE HONORABLE, THE JUDGES OF SAID COURT: Petitioner, Sovereign Bank, Trustee (the "Trustee") of the Supplemental Needs Trust (the "Trust") for the benefit of Paul R Knudsen (the "Beneficiary"), respectfully submits this Petition to Approve Resignation of Trustee and to Appoint Successor Trustee, and in support thereof avers the following: 1. The Petitioner, Sovereign Bank (in its corporate capacity hereinafter referred to as "Sovereign") is the trustee of the Trust. ~b 2. The instrument establishing the Trust (the "Supplemental Needs Trust Agreement") was executed on Apri129, 2008 by Clarence V. Knudsen by his trustees, namely PNC Bank, National Association, and David C. Knudsen, of his Trust under Agreement dated March 6, 2001, and Ruth E. Knudsen by her trustees, namely PNC Bank, National Association and David C. Knudsen, of her Trust under Agreement dated March 7, 2001, as settlors, and Sovereign as trustee. A true and correct copy of the Supplemental Needs Trust Agreement is attached hereto as Exhibit "A" and made a part hereof. 3. The Trust was established by orders of this Court under file numbers 2000-00831 and 2000-00832. See Article I of the Supplemental Needs Trust Agreement. 4. Clarence V. Knudsen, the Beneficiary's father, died on October 6, 2007 and Ruth E. Knudsen, the Beneficiary's mother, died on October 26, 2007. 5. The Beneficiary's wife, Charlotte Knudsen, is his agent under a power of attorney dated Apri129, 2008 and the true and correct copy of the instrument by which the beneficiary named Charlotte Knudson as agent, is attached hereto as Exhibit "B" and made a part hereof. 6. Under the first sentence of paragraph (2) of Article III of the Supplemental Needs Trust Agreement, the purpose of the Trust "is to supplement any benefits either received or receivable by PAUL R. KNUDSEN through or from various governmental assistance programs and not to supplant any such benefits." -2- 7. The Beneficiary is the sole beneficiazy of the Trust during his lifetime. See Articles IV, V and VI of the Supplemental Needs Trust Agreement. 8. Paragraph (1) of Article IV of the Supplement Needs Trust Agreement provides, in part, as follows: (1) Discretionary Distributions for Named Beneficiary. The Trustees shall, in the Trustee's sole and absolute discretion, distribute so much income and principal to or for the benefit of the named beneficiary as the trustee shall, in the trustee's sole discretion, determine in order to provide supplemental benefits, as hereinafter defined, to the benefits otherwise receivable by the named beneficiary through or from various governmental assistance programs. The Trustee shall not be required to distribute income currently. Any income not distributed shall be added to and become a part of the principal. 9. Under Article of the Supplemental Needs Trust Agreement, upon the Beneficiary's death, the principal of the Trust is to be distributed equally to the Beneficiary's children, all of whom are living and sui juris. The Beneficiary's children are identified in paragraph 21 below. 10. On January 30, 2009, Sovereign was acquired by Banco Santander, S.A., an international banking institution based in Spain. 11. Management of Sovereign has decided to exit certain product lines including trust and fiduciary services, so that Sovereign will no longer serve as a fiduciary of any fiduciary relationships based in Pennsylvania or in any other state where Sovereign operates. Sovereign has therefore resigned as trustee of the Trust, effective on the date of this Court's -3- decree or order granting the relief requested in this Petition. Sovereign's written resignation is attached hereto as Exhibit "C" and made a part hereof. 12. Under Section 7765 of the Pennsylvania Probate, Estates and Fiduciaries Code, 20 Pa. C.S. § 7765, "[aJ trustee may resign with court approval." 13. Paragraph (2) of Article VII of the Supplemental Needs Trust Agreement provides in part as follows: Naming Corporate Successor or Substitute Trustee. Except as otherwise provided herein, if SOVEREIGN BANK, a federal savings association, or any successor as herein defined should fail to qualify as Trustee hereunder, or for any reason should cease to act in such capacity, the successor or substitute corporate Trustee shall be some other bank or trust company qualified to do business in the State of the Settlor's domicile at the time of the Settlor's death, which successor or substitute shall be designated by the court having jurisdiction over this Trust. 14. Sovereign has conducted a due diligence analysis of potential institutions to succeed Sovereign and identified National Independent Trust Company ("NITC") to serve as successor corporate trustee. 15. NITC's principal place of business is 500 East Reynolds Drive, Ruston, Louisiana 71270-2821 16. NITC is a national trust bank chartered by the Office of Comptroller of the Currency ("OCC") and it has the authority to accept fiduciary appointments anywhere in the United States. NITC's national charter allows it to partner with entities in all fifty states in need of trust services. -4- 17. NITC has agreed to partner with Reliance Trust Company ("Reliance Trust"), based out of Atlanta, Georgia, to service the Sovereign accounts after Sovereign resigns as fiduciary. 18. Reliance Trust was founded in 1975 and organized as a bank and trust company in 1981. Reliance Trust is a subsidiary of Reliance Financial Corporation, which is privately held. Reliance Trust is one of the largest independent trust companies in the country with more than $66 billion in assets under management and administration. 19. The Court's appointment of NITC as trustee is permissible under paragraph (2) of Article VII of the Supplemental Needs Trust Agreement quoted above, and under 20 Pa. C.S. § 7764(c), which provides: (c) Filling Vacancy for Noncharitable Trust. A vacancy in a trusteeship of a noncharitable trust that is required to be filled shall be filled in the following order of priority:... . (3) by a person appointed by the court. 20. NITC desires to serve as successor trustee of the Trust, effective on the date of this Court's decree or order granting the relief requested in this Petition, and the instrument by which NITC accepts such appointment is attached hereto as Exhibit "D" and made apart hereof. 21. The names and addresses of the parties-in-interest of the Trust, and their respective interests, are as follows: -5- Name and Address Relationshi Interest Paul R. Knudsen Child of Settlors Discretionary beneficiary c/o Chazlotte Knudsen, Agent under Power of income and principal of Attorney for life 18 South York Road Dillsburg, PA 17019-9513 Dawn Lusk Adult child of lifetime Remainder Beneficiary 131 Campground Road beneficiary Dillsburg, PA 17019 Paula Knudsen Burke Adult child of lifetime Remainder Beneficiary 18 South York Road beneficiary Dillsburg, PA 17019 Claudia Braymer Adult child of lifetime Remainder Beneficiary 28 Royal Oak Drive beneficiary Clifton Park, NY 12065 Lucius D. McGehee, Jr., President None Proposed successor National Independent Trust Company trustee 500 E. Reynolds Drive Ruston, LA 71270-2821 22. Under Section 7723(2) of the Pennsylvania Probate, Estates and Fiduciaries Code, 20 Pa. C.S.A. § 7723(2), the Beneficiary's interest in the Trust and in this Petition maybe virtually represented by his wife, Charlotte Knudsen, the agent under the Beneficiary's power of attorney referred to in paragraph 5 of this Petition. 23. Attached hereto as Exhibit "E" is a proposed order approving the resignation of Sovereign as trustee of the Trust and appointing NITC as trustee in its place. 24. On July 22, 2010, the Petitioner filed with this Court its First and Final Account of the Trust and the said account is to be called for audit on August 24, 2010. -6- WHEREFORE, the Petitioner respectfully requests that the Court issue an order in the form of Exhibit "E" attached hereto, approving the resignation of Sovereign as trustee of the Trust and appointing NITC as Trustee in its place. Respectfully submitted, Dated: July 29, 2010 /L~ v~ oward Vi e an I.D. No. 4701 Montgomery, McCracken, Walker & Rhoads, LLP 123 South Broad Street Philadelphia, PA 19109 (215)772-7553 Attorney for Petitioner -7- IN THE COURT OF COMMON PLEAS OF CUMBERLAND COUNTY, PENNSYLVANIA ORPHANS' COURT DIVISION O. C. NO. In Re: SUPPLEMENTAL NEEDS TRUST FOR THE BENEFIT OF PAUL R. KNUDSEN VERIFICATION I, CYNTHIA A. KELLY, a Senior Vice President of SOVEREIGN BANK, the petitioner in the within petition, verify, on behalf of the said bank, that the facts set forth in the said petition are true and correct to the best of my knowledge, information and belief; and that this Verification is subject to the penalties of 18 Pa. C.S.A. § 4904 relative to unsworn falsification to authorities. Date: o ~~ CYNTH A. KELLY 2592039x1 IN THE COURT OF COMMON PLEAS OF CUMBERLAND COUNTY, PENNSYLVANIA ORPHANS' COURT DIVISION O. C. NO. In Re: SUPPLEMENTAL NEEDS TRUST FOR THE BENEFIT OF PAUL R KNUDSEN CERTIFICATE OF SERVICE A true and correct copy of the Petition to Approve Resignation of Trustee and to Appoint Successor Trustee was served upon the following parties-in-interest by first class mail on July 29, 2010: Paul R. Knudsen Claudia Braymer c/o Charlotte Knudsen, Agent 28 Royal Oak Drive under Power of Attorney Clifton Park, NY 12065 18 South York Road Dillsburg, PA 17019-9513 Dawn Lusk Lucius D. McGehee, Jr., President 131 Campground Road National Independent Trust Company Dillsburg, PA 17019 500 E. Reynolds Drive Ruston, LA 71270-2821 Paula Knudsen Burke 18 South York Road Dillsburg, PA 17019 Dated: July 29, 2010 `/ o and Vig rman Montgomery, McCracken, Walker & Rhoads, LLP 123 South Broad Street Philadelphia, PA 19109 (215)772-7553 1RI21~aVbCAB[~1+ `TRtTS"X" AGRE:C,MEIYT U~ CLARF:NCE ~. KNIIdFN AND RUTH ~+ . KNtJllSEN ~~~~, M. ~ "~` her~~y certify that the within is a true and correct copy of the original. Je£1~rey R. Boswe31,1~st~uire 13c~swclt, Tintner, Piccols + Alfprd 315 N. Front Street P. a. Box 741 Harrisburg, Pennsytvani~ 17101-U741 tRRVf)(;AEtLE SUi'PI~EMENTAL i~IEEDS TRUST AG~#C~eE14L~N'~" '' intraduct€try Clause. This Irrevocable Trust A :1pri1, ?f)f)?3 bet~vLen C't~ARt?NC'F 1?'. KNt7DSFN, by his ` _Associatiaa,, and David C:.'. Knudsen, ,of his "T'rust Under Ru'ctit E, tCrt'u1[~rt; by her Trustees, namely PNC Bari Knudsen, of her Trust Under. Agreement, d;Cted March 6 Ruth 1/. Knudsen, hereinafter' referred to as e ~ettlor an assaciatlo,,, hereinafter referred to as chc Trustee. reezxtent rnade this`the , day of rustees, narttely PNG Bank, National. 1gr~metst, dated March 6, 2~fl1, and , National .~saciaion, and'. David ~. 2Qt}l, bath'!twlarence V. Knudn and St~YtCltxt+t B~tvK, x- federal savixtgs The Trust A~,reemet shalt be knavcrn as the Ciarenee V Knudsen and Ruth E. Knudsen Sup~lerncntal Needs Trust for the benefit of Paul R. Knadsen, dateck April 21108, This Trust Agreenletzt shall became effective upon the executr`t~n hereof by the Serilar axkd any initial'Truste~. 'The Settler's adult child: la,~u[, R, KhttTlbt+T suffers frames rnei~tal disability to render hin~ ncapabl4 oi'adnzinisteris~g tangible and intangible property that he may otherwise possess.: - ,ARTICII I>eseriptic~n of Praprrty Transferred, pursuant to the Order of Gourt ezatered in die Court of Carnman fleas of Cumberland County, t7rfltans' C~e,rt Division, Na. 2Qg0=Of}fif31 and the Qrder of Goui't entered in the. f"aurt o:F Common Pleas of Cumberland County,. t~rphans' Gc~urt l)ivisir~n, Na. 2t1C?t)-O~R:i2, tltc Settler has. irrevocably paid. over, assigYZed, granted, cc»?~ cyc<I, transfc,-r~ed :~.nd dekivered, anti by this Agreert~ent does hereby Izay .over, assign, grant,. convey, transfer anti deliver unto the Trustee the property described in ,~ehedule A, annexed. hereto and made a Dart hereof. This property and ~r-y other t~vsets of any kind or character whatever which may be added to the 7'nrst by the Settler at anyone else, under the terms of t Settlor's it ar the te,ms of any trusts established by the SeCtlor, er in any other manner, as> invested or reinvested t'he,•c;inaflter referred to as the, "Trust Estate"} shall be '.held, administered and distributed by the Trustee as hereinafter set forth; ARTIiCLE T' IrrUVUCStbility. The Settler hereby divests the Settler. irrevocably of any right to annuk, retract or diminish the initial gift or any future gifts hereunder or to alter, revoke, terminate ar' amartd this 'Tn~st Agreement or any of its tertrts and does irrevocably renounce and reease (l }all possession. and enjoyment of, and tl7e right ta`tha incpme from the Trust :Estate, whether directly ar indirectly, as well as any i~nebd° from or nterost of any nature, present or future, vested ar' contingent in the Trust Estate:; (2} any power of any kind over the, Trust ar the Trustee or any successor or any power to designate; the persons who shall possess ar enjoy the 'Trust Estate. of the incorr~e Pram it, and (3~ any right ar power to be a substitute or successor Trustee by court. order, operation of'any law ar otherwise. ^~^ AizT>tclWL rrr Settler's Iutentt®n and Yarpase of `Crust. Ttae following is a statement of the Settler's intc;nt and purpose fear this Tntst. (I} Designation of Trust Beriefielary, The ettlor desires to create an irneviacabte trust to benefit PAUL R. Krsut)SEN (hereinafter called floe "natraed beneficiary"), in accordance with..' the 'terms of ttais Trust, and thereaer to benefit tie residuary beneficiaries spectiffied in this Agreement. {2} Staten:ent aC Trust Pur~ase. T?he ~ettlar's irrtet is that this Trot is to sttppleent any benefits .either received or receivable. by PAt1I. R. KttiUlls~t~' througlk or frurtt various governmental assistance programs and not to supplant any such benefits. It is the Settler's intention drat this Trust shat] not supplant or replace public assistance tn~f"tts ~f arty caaatYty, ; state, federal, ar other gavernrncntal agency, which has a legal responsibility to serve persons with disabilities, incitixling S'uppleentstl Security Income tSST}, federal S'oci Security l7isability Insurance (SSI)I), and other federal, state,. or focal ~overnrnental assistance programs. All actions of the. Trustee shall be directed toward carrying out this intent.: For purposes of deterurinng t}te named beneficiary's public benefits programs, no part;of the rincipal'or inaortto of this Trust shall be considered available to safd Warned beneficiary. In rho event the'Trustee is requested by any dcpartme~at or agency administering arty benefits to release principal,or inoome uf' this 'T'rust. to ar on behalf of the named beneficiary to pay fir any. services which Gray. government benefit pt•agram is autharized'to provide, ar in the event the Trustee is requested by any cfelaartment as' agezity atiministerin any benefits to' petition. the.. court tar .arty ~tlrt~r administrative agency for ttac release`bf trust principal ar irict~rrte fc~r this ptarpose, the. Trustee-.is autltarize~l to deny st-clc request axtcl is autlaariaed to defend, at the expense of tlxe Trust, alxy demand, Contest, ar attack, it is the Settler's intent that the named beneficiary c:atttirxue to have these programs available to the named beneficiary in order to rraaintaiu a revel of human dignity and humane care. {3} Prahibitian on Certain Distributions. Tlae Ttvstee is prtahibited from making any distribution to any governmental entity to replace er reimburse or supplant any public assistance beaetit of any county, state, federal, or other governmental agency which leas a legal responsibility to serve persons with disabilities which ~rre tlae'' same or similar to fhe impairments} of the named 'beneficiary herein, and shall not distribttte trust asseks to or far the beru;fit of the uame:d beneficiary f€ar srrch needs as would be provided far iia the absence of this Trust. by governmental financial assistance or benefits ar lap any provider i)f services. Tn no event shall "Trust property be distributed. in such. manner that any $ovcmmental financial: assistance, which wcsuld be available to the named beneficiary if this Trust did not exist, is in any way .reduced,. diminished, altered, or dnnied> All terms of this: Trust, wherever they tna~y appear,. shall be interpreted to conform tes thfs primary goat, namely drat the governmental financial. assistance which would otherwise tae available to the named beneficiary if this Trust did not exist v~~ill in net way be reducul, diminished, altered, ar denied:': ,~_ ARTICLE V Distribotiotrs. This Trust shall be held, adtniriistered, and distributed set fcsrtfi belavu: (1) laisc:•etiauary llistributians far Named Be~ieClciary, The Trustee small, in tlic Trutitt°e's sale and absalute discretion, distribute so much ncaane dnd prirtcipal to ar far the benefit of the named becrefieiary as the Trustee shall,. in the "T'rustee's sole disc~retian,.detertnine in antler to provide supplemental benefits, as heinafler ..defined, to the benefits. athexwise receivable by the named ben+~ficiary thrauT;h ar fram;variaus-.gauerntrter~G~l assistance-praams. The Trustee ahall nett be required to distribute incatxae cureently. any inct~nae nat distributed shaall be added to and hec;ume a part of the principah (2) 1)efinitian of Supplemental Needs. The fallowing, are exatnplas of supplemental: disbursements that naay be appropriate far the Trustee to fund. frurn this Trust? :when there are n4 public fu~tds available: (a) .Medical treattuents and diagnostic wont, including but nat litlnited to indepcndctt medical check-ups, second opinions, rehabilitation, nr~li~al equipment, and drugs,. (b) Dental trcatmt'nt and diagnostic work, and dental appilances, (c) Supplemet-tal nursing care ar rehabilitative services. (el) Private roams and types of suitaber aecornodations, while-institutionalized. (e) E~ausing, including but uat limited to rent far suitable housing, furniture,.: 1'u:rnishings, etc. (f7 Utilities, including but nat. limited to electricity, water, gas, eabl4 television; Internet service, etc, (g) Basic living expenses, including but not limited to food and special dietary.. needs, clothing, toiletxie~, transportation (ineludii~g vehicle pure); spendrng money; electronic anti computer equipment, rrtedical, propetty, liability, and other types of insurance, ;tppralariate recurring allowance, etc, (lx) Lducatianal, training, and vacatianai program expenses; including but not limited to tuition, books, fees, travel expenses, etc. (3~ Uirec:tan to Trustee to obtain Legal Assistance Con blamed 13eneficury, The Trustee shall, an an annual basis or as deemed reasantibty necessary by dZe Trustee, oansuLt with an attorney with appropriate expertise in the area afpublic benefits and trust law to review state and federal le>gislatian, regulations, and other requirements to ensure that the public benefits. eligibility of the: named beneficiary is not jeopardised by inappropriate actions ar distributitaus by the Trustee. The cost of such attorney consultations. shall be paid' by the Trustee from Trost assets. The '1`rctstee shall have a legal advocate to protect the legal rights of the named beneficiary and to eztswe that the Wanted beneficiary shall receive services that will `assist the named beneficiary in achieving a reasonalaly normal lifestyle:: (4) Uireetlnn to Trustee to t)btmin t~dvlre from Friends and t{amlly. The Trustee .may, when the Trustee deems: necessary, consult wiflt friends and family members of the named: bcnelciary to determine what actions of the Trust. will. Ite in the bit irzterc;sts of the named beneficiary. The Trustee may seek such advice as the Trustee deems appropriate to assist the. Wanted hcnefieiary and to help the named beneficiary achieve a reaso~ttably normal lifestyle. (5) Priority of DeneCiclaries. This Trust shall be pritriarily For the beneftt ofthe nartted hcncficiztry, and fire ribltts of the rcntaindcr benefrciary(ies) shall: k» of secondary importance; 17te Trustee shall not be held aceowrtable to any remainder benefrciary if part or all of fife principal shall be depleted. as a result of distributions under this Trust in accordance with the tes•ms of this Trust, Any determination made by the Trusters irr good.'. faith as to the: manner in which or the t:xtent to v~hich the powers granted by this Trost shall be c;xercised shall be binding. and. conclusive upi7n ail persons who might then or thereafter have rtx claim any interest in the"` Trust property. (ti) Authorization to- Apply tin Benetlclary's Tte3~aif f©r NalilTe Beeetllts. The Settloz declares drat it is the Settlor's intent,. as expressed herein, that because the zrittnerl beneficiary is disabled anti. will he unable to rnaintitiin and support hitzrselF independently, the Trezstec shall, in the exercise of the Trustee's best judlrnertt and fiduciary duty and tci the extent. permitted by law; seek suppuu-t and nrtaintenazzce for the named beneficiary from all availak~le public. resources, including Supplemental Security Income (SSI), federal Social Security TJisability Insurance: (SSffif), and other governmental benefttz» t,7j (:ommint;ling. No public assistarcc benefits for the named beneficiary of this Trust shall be added. to this Twist (l) Payment of Beneficiary's Debts and 'Coxes. Upon the deatkz of floe named beneficiary, the Tt'ustee, in the Trustee's sole discretion, may pay anytnheritastce, estate, or other death taxes that Wray he due by reason of the Warned beneficiary`s death, and any expenses of such named beneficiary`s last illness and Funeral, and expenses related to administration and distribution of the named beneficiary's estater(includug the fees of accounting, legal,. and other professionals, i f outer satisfactory provisiaris have Wilt been made for the paytirent of such taxes and expenses. The Trustee shall make no paymen#s for obligations incurred fear said named beneficiary's health, support,. and maintenance if tht;'Trustee shall determine iii the Trustee's stile discretion that payment therefor is the vbligatinn of any county, state, federal.., err other govcrnrncntal agency which :has a legal responsibility to serve persons with disabilitaes which ark the carne as or similar to the impairinent(sj of the named beneficiary herein: ARTICLT~ V 1?efraiticrzr of Trust 'T`erm. 'The Trust term shall be defined as follows; -5- I)efinltlan of Trnsf Perm.. The ""frost term" shall begin as of its date of execution and shall. end upon dte death of PxttL R. KNVns~rv. 'Upon such termination, the undistributed balance of the Trust Estate shall be distributed free of trust to lire t~,rxtander beneficiaries. A.IfI'T~LL VI lDlstctbutions [J}wn ~'ermirtatian. The Trust distribution provisions upon termination ahall be defined, as foliarvs: llistribution to iVamed Benefrclury's Issue: CanYrngent to Designated Beraetici9ry. , Upon the termination of the Trust, the Trustee shalt divide this Trust &s then constituted into equal st;parate shares sa as to provide C>rrc (t) share fer each then living child of Paul It. Knudsen and Une {I) share fareach deceedchild. of Paul R. Knudsexa, avhicti decease~t child;-shall leave issue tia~:n living. The Trustee shall tlrereaftcr distribute each such share. if no issue shall then. Survive, then the "frost Estati; shall be distritxuted in equal shares to Paul' R. Knudaen's brother and sister, and to thtrir respective issue afeitlitar of them has predeceased Paul. R. Knudsen. AItTICI,~ YII Trustee Succession, Trust,ee's Fees and Uther Matters, The provisiarrs for gaming floe Trustee, Trustee succession,. Trustee's fees acrd other chatters, are set forth belay: { 1) Limltutlon oI Llabitity. Savereigia Bank, a federal savinb association, shall have. no iiabilite or retilaonsibi;lity for any acts ar omissions ofauy prtox Trustee, Curthermore,`Sovereign Banlc shalt not be liable for Losses incurred: as a result ofinv'eatment directions of another or any prior'frustee, or asa result ofretaiating property pursuant m dtrectiat~ m do so. {2} i'~aruing ~arparate 3uec~ssar err Substitute Trustee. lvxcept as tatherwi.e providied herein, if S(av.c:u~rcy t~At~tc, a fer~eral savings association, t-r any ,successor as herein cietined should tail to qualify as Trustee .hereunder, or for any reason should cease to .act in such capacity, the; successor or substitute. corporate Trustee shall be some other bank or trust carnpatry qualified. to do b~rsness in the State of the Settlor's domicile at the. time of the Setttar`s death, which successor or• substitute shall be designated bythe court having: jurisdican over this'frust. .4'auereign Bank may, upon thirty {3fi) days written notice resign if the Trus-t's market value, includiril; principal and accumulated income, is tens than $l~(?,OpQ, and tray conterrapuranenusly, prior to resignation, name a successor Trustee, which may be corporate trerstee arithorized to serve itr thafi capacity in -the Commonwealth of Ptrnnsylvania or ara individual whcr may be rcltrted to fire named beneficiary, excluding.. his spatrse or his children, tail grandchildren, and; theirrespective sportses. {3) l~r~e Schedule for Corporate Trustee. Far its services as Trustee, the corporate Trustee shall receive an annual fee based an its standard fee schedule, which may or may not change periodically, {4) Change in Corpt-rate Fduciiary. r1~ny corporate successor to the trust businr*.ss,of the corporate frducaty designated herein or at any time acting hereunder shall succeed to tire: capacity of its predecessor without conveyance or transfer: ~b (5} Trustee Accountistgs and settlement. The Trustee shall. report Qn Ttlzst-activities- and account to the beneficiaries, as follows: (a) Trustee Accoantigs. If there are :more than txo~nirtal assts in the Trust, the Tzvstee shall render an accounting of the Trust's receipts and disbursements and a st~tt-rrzent of the assets anct liability of the Trust at (east annually to each current income beneficiary+ and all beneficiaries entitled by law to receive an accounting. The TrtCStee .may; but shall nut be required tn, file such accouxz€ngs with the Court having j-isdiction iaf the. Trust. The Scttlor specifically waives .any requirement #'or formal or court approved accounting. if tlae Trustee provides an accounting to each current income beneficiary and all beneficiaries entitled by law and the~fic t>eneliciaries do not notify the Trustee in writing of an objection to such aGCOUtztng avithin ninety {~7t1) days of the receipt of such accounting;, then the accounting shall be deemed acccl>tcd and approved by such beziefzciary. (b) Settlemettt of Truktee Accaunting by Beneilelari+es. The Trustee may at any time settle its account whiz respect to the Trust Estate, or any separate share of the Trust Estate, by a written agrecmeztt: 'Tlze written agreement shall be between the Trzzstee and all appropriate living iucozne beneficiaries and reznaiizder beneficiaries for the Trust estate, or separ~ite Trust share as appropriate, If a beneficiary is eithor a minor or ii~coinpetent, then the ~utrcii<in far such person inity represent such individual. Such ag~:enlent shall bind all persons thcsn cir theeeafter entitled. to st-ch share of the: "frost Estate for which the Trustee and l~encficiaries reached written. agreement, Such ag;reetnent shall constitute a complete release and discharge o#' the Trustee for the acts of the Trustee covered in the aecountirig and die period covcrc:d by'the agreement: (c) 5ettlets~tent of Trustee Accounttrsg Uppn 3`erminatit-n tag' Trust. Prior to either delivering the Trust Estate to a stsccessorTnzstec or maleing a eomplete'distribt~tion oYall or a separate. share of the Trust Estate, the Tr~istee shall prepare and deliver `its accounting ot'the. "I'nast or tlzc applicable Trust share,: as approgsriate, to the appz~opriate beneficiaries. The Settlor andlor applicable beneficiaries may waive such requirertzent5 for suchaccounting. (6) Lmltatinrz of Liability and Du#ies of Successor Trustee fur Acts of prig Trustee. No successor Trustee shall have any liability or responsibility for any acts or omissions of any prior Trustee, The Trust shall indemnify and hold hatless any+ currently serving Trustee for the acts or omissions of any such prior Trustee, current Trustee may, but shall not have the obligation to, audit or investig;ate the accounts or administration of any prior Tz~:istee. In the evezit that any present cir future beneficiary shall request in writing that the Trustee investigate or take any action against a prior Trustee, the current Trustee may, but not be required to, either i) deternCine if such action is either inappropriate or utxlikely to result in a favorable conclusion for the Trust and therefore decline to take such ttctiori orii} require that tho lacneticiary requestizig such action indemnify',the Trust and Trustee and fund all the expenses of such action. to the extent that the Trustee deems appropriate. The Trustee :shall have the sale discretion to act with regard to these decisions, -7- ARTICLE VIII Uetiaitlon ot` Trastee. Whenever the word "Trustee" ar any rnndifying ar substituted prnnnun ther4for is used in this Trtrst, such words and respective pronouns shall inclxtde bath the singular and the plural, the masculine, feminine and neuter gender therf~ and shall apply equally to the Trustee narned'herein and to any successor or:substitute Trustee aetirtg,hereurtcl~r and Such successor ar substitute Trustee shall have till the rights, powers and duties, authority arxd r€spansibiliky coCxferred upotx the Trustee originally nax~d herein. ARTICLE IX Powers far Truste~._ Thu Trustee is authorized in its fiduciary dzsc7`eton (which shall'be subject to the standard of reasnnableress aird good faith to all' benefi~iaries~ with respect m auy property, real or personal, at any time held under any provision txf''tltis 'l'ritst Agreemerxt aad witlxnut authorization by any court. and in addition to any other rights, powers, authority arwd privileges grunted by any other provision of this Trust r~greetent or by statute or general rules of law: (l) Tn collect trust property and accept or;reject addhtians to tlzc Trttst Estate from a Setttar nr any other person. (2) To retain in the fnrhmx received any property txr undivided interests in prnperty donated ta, or otlxcr•wise acgxlired as a part ati the "C"rust Estate, including residetxtial property and shares cxi' the Tnrstce's nwn stock, regardless f any lack of diversification, risk or u~~nproductivity, as long as it deems advisable, and'tn exchatae any such security ar property far other see;urities or prnperties and to retaiix such iterxxs received in exchange, althtxugh such lxrnperty represents a large percentage of the total. property of tlxe Trust l.~state nr even tithe c;ntirety tlxereof: (3) Tn deposit trust nxaney in accounts t>f all types, including ma-•gin accaunts, in all typos of regulated financial service intitutlcttts. (4) To invest and'. reinvest ali nr any part of the Trust Estate in any property and undivided interests in}arnperty, wherever located, including bonds, debentures, notes, seeurud'trr ~nseturc:d, stocks r,f torpnrations regardless of class, interests in linxited ptxrtnerships, limited. liability cohrtpani~s ar similar entities, real estate or any interest in real estate whether nr not productive at the time: of nvestrxxent, interests in trusts, investment trttats, whether nfthe ripen tcndlnr closed fund types, and participation its conxron, collective or pooled trust titnds af'the 'Cnrstee, insurance: contracts nn the life of any beneficiary or annuity contracts fnr any'. beneficiary, without being limited by any statute or rule bf law tnncerning investments by fiduciaries. (5) Ta abandon ar declirxe to administer property of'nn value nr of insut~icient value to ~ustity its collecti<rn nr continued adxn:inist3:ation. (6) Tn sell or dispose of nr grant aptinns to purcliuse any; property, real. or personal, constituting a part of the Trust Es#ite, for dish or on credit, at public or private sale,. to exchange R~ .any property af' the Trust estate far atht;r grapcrty, at such times atxi upon such terms and canditions as it tray deem best, and no persatt dealing with it snail be baund to see to the. aplsiication of any monies paid. {7) To hcild any securities or other property in its own name as Trustee, in its vwti; Warne; in the name of a namint»e {with ar without disclosure of any fiduciary rclatianshipi ar in bearer form. {8} Ta keep, at any tune and from time to time, tell or any ;portion of the "I'rttst ~stttte in cash and uninvested for such period ar periods cif tip as it tray dee'advisablc, without IiaUility far any loss in income by reason thereof, (r~) Ta seta ar exercise stack subscription or oanversian rights.. { I tl) Ta refrain. from vatittg ar to vote shares of stack tivhieh are a pact of the Trust. F.stat~ rit sltttrcholders' mcetinl;s in pc;rson ar by special, litnitcd, ar general proxy and im general to exercise all the rights, powers xnd privileges of an owner in respect'ta arty, securites- constituting apart at the Trust Estate. (I I) "I'o partii;ipate in any pion of rearganizatian ar cansalilation err merger involving ~Qt,~r company or c~~mpanies whose stack or other securities shall be part of the Trust .state, aixd to deposit such stack. ar other securities uneier any plan of reorg4tnirrtiatt ar with any protective committee and to delegate to such cotntnittee dtscretiattary power with relation thereto, to pay n prapartianate part of rho expenses of such camtnittee and atay assessments levied under arty such. plats, to accept and retain tiew securities received by the Trustee pursuant eta any such plan, to exercise; alt conversion, subscription, voting and athec rights, o('wltatsaever nature pertaining tea such prr>perty, and to pay any amount ar amount€ of money as it may deeaxt advisable. in cannectirnt therewith. (i'2) Ta barrow rnancy with ar without security and to enctirttber, mortgage, or pledge any asset of the Trttst i:statc for a term within ar extendtsg tzeyand the term of the tt•ust,,n connection with t]ze exercise=o['any ower vested in rho Trustee, {13) "Ta authorize transactions {including the I~urchase of gavenament, corporate, municipal, or like securities from the corporate txustee's awn inventory) that may be carried out. through Israkers and dealers selected by the trustees, including any appropriate division of the corporate tt•ust4e ar any affiliate and any Broker ar dealer from wham the catporate trustee rc:ccives restat-ch and investment services, so long as the trustee engages in such transactions in goad faith,. and in its judgment far the best interest of the 'Trust :Estate. Any such division, af'~liate, broker, ar dealer may receive a commission or retain a profit an such tt•ansactans. { l~l) To inn-e,5t in proprietary liutds ar baziic stack without liability far self: dealing, to retain, purchase as art investrttent, sell, vote., or refrain from eating securities that were isSYued by any corporate f-duciary ar by any carp4rate fiduciary's af~rliates; exercise ar refrain from exercising. any aptian, rights;. ar provileges that are available.. to Tntstee far the purchase of tiny such securities; invest principal ar incarne in any corporate ftduc%ary's aornrnon trust fi~ncfs or ~4 mutual funds, ar in the cornfitton trust funds ar mutut-i funds of any cotparate affiliates, receive fees Pram any common trust fund or mutual fund far services rettder'ed; barrow mangy from an affiliate of a corporate fiduciary and delegate any part of the corporate liduciar~'s,' responsibilities to one or more of`that tiduciary's affiliate ar third parties. CIS) To collect, receive, and receipt far ants, issues, prat'is, and irrcarrte of the Trust ],stoic. (l (i} Ta inst~rc: the. assets of the Trust Estate against damage ar lass and to insure the, Trust, the; Trusit~e's agertts, and beneheiatt"s against liability arising from the administration of the Trust. {l7) To select a mode of .payment under any employee bettefit ct~ retiret#rent plan,.. annuity, or life insttranee payable to the Trustee, exercise rights thereunder, including dxerese of the. right to indemnification. far expenses artd against liabilities, and ..take appropriate action to collect tlro proceeds. (It3) In buying and. soiling assets, in lending and harrowing rnaney, and in all other tr~tnsactiaas, irrespective of the ac~upancy by tltc same person of dual positions, to deal with itself in its separate, ar any fidtrciary capacity. (!~) To cotrtpramise, adjust„ arbitra#e, sue on ar defend, abandon or decline to administer property of na value or of insufficient value to justify its colleetian or continued.: administration, ar ntherwise deal with and settle claims in favor of ar against the Trust Estate or to prosecute ar defend an action, claim, or judicial proceeding in any jurisdiction to protect the.: `['rust listate and the `Trustee in the perfarrrtance of the Trustee's duties, trs the Tnrstee shah rieen~= host. (2t)) "fa exercise elections with respect to federal, state, anal local taxes. (2I) Ta etrtplay and con7pensate .amts, accountants, investment advisers, brokers, attorneys-in-fact, attorneys-at-la~v, tax speci~lisis, realturs, appraisers, and other assistants and advisors deemed by the Trustee needful for tl~e proper administration of the Trust Estate, and to da so without liability far any neglect, omission, misconduct, or default of any such agent ar prufessiaual r'cpresc:ntsrtive provided such person was selected and retained with reasariable care.. (2~) To appoint ~ Trustee to cot in another jurisdiction with respectto the Trust Estate. located in the other j urisdictian, confer upon the appointed 'Trustee all of the pavers and duties of the appointing Trustee; require that the appointed Tntstee furnish security, anti remove any. I`rustce so ~tppaintr;d. (23) Ta determine what shall be fairly and ~cluitably charger] or credited to income anti: who to principal. (24) To resolve a dispute concerning' the int` anon of .the Trust or `its adminishatian by mediation, arbitration, or afher precetlure far alternative dispufie resolutiar~. -1 t}- .~.-2--~,----~-. { ~_ a~~~~~r~ . ~~~' {25) Ta bald and .retain the principal of the 'T'rust Estate: undivided until actual divisrstt stzall become neoessary in order to make distributions; to haul, manage, invest, and account Tor the several shares or,partzs thei-eaf by appropriate entries an the Trustet's books of accc3unt; a~tid to aliacate to each share or part a~ share its propvrtianate part of all receipts and ,expenses, provided, htrwever, the carrying of several trusts as one shall not defer the vesting in`titte or in possession of any Share or part of share thereof (2b) 7'n make payment in cash ar in kind, or partly in ch atld partly in kind. upon any division ar distribution of thz Trust Estate (including the satisfxetion of any pecuniary distribution) without regard to the income tax basis of any specific property allocated to aty' bczzr:ticiary azad to value and appraise any asset tend to distribute ,such asset in kind at its :iptzt•a?,cd ~~~tluc; and ~~~hcn dividing fractional interests in properly among several beneficiaries to allocate entire interests in same ,property to one beneficiary and entire intez~sts in other pra~cz•ty to tu~athec beneficiat'y ar beneficiaries. (27) Tn general, to exercise atll powers in the management. of the Trust Estate which any individual could exercfse im his or her awn right,: upon such terms and conditions as it may reasaztably deem best, and to do till' hats which it may deem rexasonably necessary at• proper to carry atilt the purpt~ses of this `I"rttst ~lgrcemezit. {28) '1'v r~cc:ive property bcc}ueathed, devised or donated to tltc: Trustee by the ~etttor ar arty other person; to receive the praceeds`af any insurance policy which names the `Custee as taurreiiciary to execute all rae?cessary receipts and redeases to Personal Representatives, dczrrars, insurance companies and other parties adding property to the Trust Estate. (29) Tci combizae assess of t~vo ar mare trusts if the: provisions and terms of each tzvst arc substantially identical, and to administer them as a single trust,. if the 'T'rustee t`easonably detez`tnizzes that the ~rdminstratian as a single tntst is cortsi~tent with the Settlor"s intent, and facilitates the trust's adzriizristratiatr without defeating ar itrtpaii'ng the interests of ilre beneficiaries. t3(t) 'T'o divide any trust into sepai~te shares or separa#e trusts at to create separate trusts if the 1'rrrstGC reasonably deemsrt aTiprapriate and the division or e:reation is consistent with the Settlar's intent, arrd. facilitates the trust's administration without +def~ttting tar impairing the interests of the beneficiaries'. (3T) Ta elvide property in-any Ernst being held hereuzrder with an inclusion rata, as defined in section 2Ez42(a){1) of floc Internal Revenue t:ode of 1981x, as frarn time to time amended or under. similar future legislation, of neither one. rear zero iztto two separate trusts representing two fractional shares of the property being divided, one to have an inclusion ratio elf one and the other to have an inclusion ratio of zero, to create trusts Co receive property with an inclusion ratio of either one ar zero and if ttais cannot be done to refuse to accept property which does real have a matching inclusion ratio to the receiving trust`s t•ato alI as the Trustee in its sale discretion deans best. -l1- ARTICLE X Kestrctian en Powers, Notwithstanding any ether provisions. of this Trust rXgreement {1} I.fmitatlans an'Settlar's 13arrawtng from Trustee. The ~`ettlot' may nt~t bnrcow fror«a the Tnast, directly car indirectiy. {2} I.simitutions an 1'atlug, o perm other than theTntst;shall hvc or exercise floe power to vote or direct the v~?ting of any shares or other securities cif e Trust l ;state, to control the investment of the Trost Estate either by directing investments or reinvestments nr by vetoii proposed investments or reinvestments, nr tc~ rcacgtare ar exchange any property of ,thy T'ru5t by substituting other property of an equivalent value. ARTICLE l'rovisian for Trustee to .hzt as Trustee far enefclary Under Age Tvreu~3~--EE;}rte. Tf any share hereunder becomes distributable to a benc;ficiary who has not attained the age o€ "Cwenty-one {2l}, st«ch share. shall immediately vest m the beneficiary, but notwithstanding the provisions hereita, the T«~«xstee sh«tll retain possession of the share in tntst far the beneficiary until. the beneficiary attains tlxe age of Twenty-one {~1}, using sa much of the net income atad principal of the share as the Trustee deems necessary to provide for the medical care, education„ support and rnainfienance iri reason<ibtc conafnrt of the beneficiary, taking into consideration to the extent the Trnstcc deems advisable any other incorr«e ar resources of the beneficiary nr hiss or her parents krinwn to the `T'rustee, Any intojlc not so paid. or appli~l: shall be accumulated aced added to principal. The beaio~oiz~ry's share shall be pant aver and distributed to the Benetici««ry ulzan attairxinl; afe Twenty-dne {~1}, or if he or she shall .:sooner die, to his ar her person«il rc~presc~~t<itivea. The 'Trustee-shall have with. respect to e^aeh share so xetairrerl all the powers.and discretions it had with respect to the trusts created ]rerein generally':: ~R'I'ICI.L Xl Trustee's- Discretion in Making I'aymettts to a Person "iJncier age 'I"wemty-One,. Tncampetent, ar Incapacitated Person. In case the income or principal ,payment under any trttrt created hereunder ru• ~tny share thereof shall become .payable to a person under the age of Twenty-one {21 }, czr to a perstan under legal disability, or to a parson not adjudicated incompetent, but. who, by reason of illness ter menta3 ar physical disability, is, i.n the opinion of the Trustee unable property to administer such amounts, then such amounts shall be paid out'By the Truster: in such of the following ways as the Trustee deems.. best: {;l} directly tv the beneficiary, {2} to the: legally appointed gesardian +~f the beneficiary; {~} to some relative ar friend for the medical care, education, support and, maintenance in reasonable comfort of the beneficiary; {4} by the Trustee using such amounts directly for the beneficiary's care, support and education; {S} to a custodian.'fnr the Beneficiary under the Uniform Gifts or'Transfers to l~innrs Act. -~~- AI2TIC;LI: XIII AeiinItians of Family. The fallowing definitions shall`be used to define the family: (I j Ue~nitiaq of C>h~Idr~n. F'or purposes of this 'Trust, "chi#dren" means tlae la~v~itl' Giood d~cc:ndants in file first degree o#' the parent designated; and. "issue" atzd "deacendar~ts" mean. tlao lawful blood descendants in;any degree afthe aucestar designated; 'The terms "child," "children," "issue," '"descendant" and "descendants" ar these terzrts preceded by the terms.: °living" ar "than living" shall include the lawful blond descendant in the first degree o#~ the I~are:nt designated even thpugh such descendartt is horn after the death crf such parent. {2~ Uefhziton of Aer Stirpes. The tezxn "per stirpes" as used herein. has the. identical.. mc:ining as the term "takrng try reptx:sentatian" as defzraed in life Pennsylvania P'raltate Cade. De#initEon of Wards Relating to fire Internal Revenue Cade. As used het~ein, any word or words which from fife context in which it ar they are used refer to thcInternal Revenue Code shall have the same meaning; as such wards hex for rite purposes of applying the Internal Revenue Code to the Settler's estate. Far purposes of this Tru,~t Agreement, the Settler's "available generatian-skipping transfer exemption" means the generation-skipping transfer lax exemption providccl in scctian 263 of the internal Revenue Cade of IhRti, as amended, in effect at the time of flee Settlor's death reduced by the aggregate of (l) the amaurit, if any, of the Scttloi's exen~l.~tion allocated to lif'etirnc transfers of the Scalar by the Settloe or by operation of law, and (2) the amount, if`any> the Settler has specifically allocated to other property of the Settlor's gross cW;tate fr~r fc;deral estate tax purposes. For ptupascs of this "Tr-rrst Agreement if'at the time of the Settler's death the Settlor has made -sfts with nn inclusian retie of" greater than ~;ero for which the gift tax return due date hiss not expired (itacluding extensions) and the Settlor has net yet filed a return, it shall: be dcerned that the Settlor's generation-skipping transfer. exemption has been allocated to these transfers to the extent,nccessary {and possible to cxettapt the transfer{s~ from generatan-skipping transfer tax. Reference to sections of the Internal ltcvenuc Code and to the Internal. Ittvcztuc> Cade shad refer to the tnteal Ret~ettue Code amended to the date of the Settlor's death. ARTICLE Simzzltaneous Aeatlt Prav3slon Presuming Ileznainder I3eneflciary I'redeceas~~: If the named beneftciary and tizzy s~rccessar beneficiary should"'die under circumstances in which the order of the deaths of these beneficiaries can not:be detez+rnined, then it shall be conclusively. presumed that the remainder beneficiary predeceased the named benetciary; If any beneficiary of ~r younger generation should die under circumstances in w~iah the order of the deaths of than younger generation. beneficiary and the b~neficiaey of the older genera#ian cKrn not be .I~t~rmined, thc;n it shall be conclusively presumed that the beneficiary of the younger l;eneratian predeceased file beneficiary of the older gerreratian. 3- „-u ARTICT~ V Spkndtftrift I'ruvisian, l~xcept as-otherwise. provided herein,.. ail payments of principal and income laayable, or to become payable, to;the beneficiary oaf any gust created hereunder shall. neat be subject to anticipation, assignment, pledge, sale or trnnsfer in any manner, near shall any beneficiary have the power to anticipate or encumber such interest nor shall such interest, while: in the possession of the fidticiary hereunder, be liable for, ar subj~t to, the debts,. contracts,.. obligations, Liabilities or tarts ofany beneficiary. A12T,ICLE :~Vl' Ye~•L~etuitLes Savings Clause: L~lotwithstanding anything. herein to the contrary, the ta•usts created hereunder shall termitaatc not`, Later than twenty one (21) years after tlrc death of the last survivor of f'~t7t. li. TCNUi~s~ty living on the date of khe Settlor's death, when the Trustee shall distribute hack remai~aing trust hereunder to the bene~rciary ar beneficiaries o•f the current. income thcreoF,, ar7d if there is more than one beneficiary, in the proportion in which they pare beneficiaries or if no proportion is decignatcd in equal shares to such b~ne#iciaries. ARTIIL,1~. XVtI State Law tta Gtavern. This T~vst Agreement and the trusts created hereby :;hail: be constilied, regulated. and governed. by and in accordance with the lavers of the ~ommorawealtki of L7ennsylvaata. 7'estLinouium Clause. IN WITN£:SS WHE;T2EQF, the Settlor and the 'T'rustee have executed this Trust r'~greeme~c~t. W ITNESS N,Ss Gt.Aitk:t+~(;~ lr. C3DSkN, St~;i"1"t.C1T2 -PNC >3An~x, Na'rratYitx. AssE~tn•rturi T~ws~~a~ And By; . ~~ C. t~ns~ra~ ~iJ"C~E -4- i t 1'NC r~x, N~~rt~NnL AS~oG`I~'~ta~t, TR[IS'1"EE (\~~~] .~ ~ ~~ a i 13 4 4 ~~.~~ C'C3MM()NWI•wA1.'t'~ICIFPENNSYLVANIA ss, C'UUNT~' DF CUMBERLAND S~" C}n tlals„ ~e _~.,~.~ day ~ "~ undersi8ntd, personally appeared Debra A. Snti#h„ ~ . ~:F Assists»# Vice Presiden# and 'Trust advisor of Wes National A.ssaciation,'Trustee ofthe Clarence . Knudsk M4sa°cf~ fi, 201, executed the f~regoit1g iustzuent forth iN WITNI~S WI3EREUF, l hereunto set cny b ~^ ~,~~.,. °"."``~ , 20{18, bed xne, the A,, wltza ulawled~d hel~~ be an th M~inaget~aet - Cetstiral, PN Bank„ ~ Trust Under A~eernent~ da#ed purposes thex~in contained, ,~ ~', ~,. ~'~n~rn nuv Est r~ r r~ 1 ~. ~. ^~ C~~~~a~r~aPz~n~[ «c ~y,~,~~p„~ t1l'1f18iti rt>n f`.:ttzrzfia net (`!'a.i ~..he G~MMbI~1WF.AiaTH OIN" PENNSI`LYANtA ss. t)n this, the ~ dayof , 2t10~„ before me, tli~ urtdc~rsigned, personally appeared David C. I€ ~udse Truste~:ofthe Clarence V. Knudsen Trust Under ABreen~en#, dated March 6, 20tH, wha executed the fa~re~oing ins#ruent far the purposes tta~ruin ccxitainctl. CN ~1"i`I"h1F~ WHFIOF,1'hereuntt~ set ~y hand and v~Fict~l seal, N(?TAR PUBI,TC C4MMC}AIWEAE.~N tyF P~IUNS^(LYANIA tit Sept Garx~e L tidy, Nd~y tiY~c C~g+tSf t~rbC~~, ttdn ~' My car t~aFs~b. t8, ~]1 i Meinhsr, P®nnsylvnni~ Asapdiiltc~:ot Nol4rfes (;pI~TMt)NWEAL'TH QF I'ENNSYL"VANA, s: CC}(iiV'1'k' (JI? CUs4tf3ERLAl~Ill C)n this, the _.~.:~'~ ~p..., day.of ~' ;_..'",.-w.`'' , ~t~~}S, befog e, the uncle~-signeci, perscmatly appeared Debra A. smith, :`T.P.A., who ackno~~ tcdged herself to ba atX Assistant Vice 1'rc~ident and Toast Advisor ~f t' ealtli Mnnagerneni -Central, PNG $anc, National Association, Trustee oftl~e Rath E, Knu sen Trust Vnd~r Agreement; dated l~tarch G, ~t}Ol, executed tlae foregoing instrument for the purposes therein contained. ,~,.. IN WITNl~S WNEtEC?L~, Thereunto set my hand`"and +aff'icial . ~_, ,~ ~' ~~ t ~ ~~ nh4 a{ '. ~ ~, -, ~ ~ ~ ~ v .. ..~.r n{u U~t`"t 'F ~p~Ji ~Q3~ Efl` r$r. tl3j i ~ T~ [ Jt7,~fi4~YI?3t"ItE GL'P"*,~ k,, .. ~ .& C`tJMMt~N~VFAC.`f"f~ Op`'.P~iNS~'LVr~lv~i' , ~~ . ss. 17n this, the _~..._~..~. daYaf ~.~''"" .e, 2QU, befgre nxe, the uncersigned, pc~rsonally appeared L?avid C, Knudsen, Trustee'of the Ruth ~. nudseaa `Trust Under A.l,~reement, dated March 6, 2001, who executedl the foregoing instrument for the purpose therein contained. il+l 1'V[7'i`l~~S WE~E~()l~,<l hereunto set my hand and ol~cial seal. PwT()TARY P LTC a~~.' o~ ps~n,.~t;a'' ro (c~n1e L SPY. hiale~y Put~R¢ C~+otN~be~+g. aat,~o~unp+ AAy Ezpire~sfeb.lB.2(7"!7 dAafn4er; Panflsyhruriisc Aesocinxtort cil Hotodes ~1~~ z 4.Jl/1~5~~ i ~C ~71J Y ~11,G~1 ~1~ #7~~A l-1. ~l'N.~l~r[1t1~ 471T Y CJ\td~1 ~~7~V~:j~.l l4lil ~avecei~;n Bank, a i"cderal savings association, with an nice at Secotrd and Pink Streets, 1-4arrisburg, laennsylvania 171 t31,rs a cori~orake fiduciary prarty authorized t~ do bu~izzess in the C{',arnmanwcalth of Pennsylvania. sovereign Ban4c'a fecl~ral savir4s association, consents to its appointment as Tnrstee af'tl~e it~e+rocabte Special Needs 't'rust for the benet"t of Paul R. lCnudst:n to administer san7e, pursuant to the Uniform "l'rust Act ~ 7?71, et, seg... S4VERF~IGI~t t3At~it~, a federal savings association ~: ~ f ~M Charlene ~.ttoffn~an, '' President <.;U;Vtt49C?iVWEt1LT'I-I,Ot~ P~NNSYLVANlt1 ss, CC7UNTY t7t'~ T.tAUPf~tIN On the {;~j.-.- day of April, 2{)Oi3, before mc, a Notary PuE~iic personally appeared: C",hzrrlene I:. Flaffman, lobo acknowledged lterselFto be the Vice President of Sovereign t3ank, lcderai savings assaciation, atad being authoricccl to do sa as such ot~cer has executed the within. irjstrument far the pctrE,a4es tliere'rn contained by signing the Warne ofthe carl~oration Gy herself as larch afticryr. (~ Vital°1"1VFi4;5 WIIFFtF{~h, T have hereunto set my hand and official seal. ~ ~UtaCy Publr My commission ;expires: Mt31V1AdEAt.7tt ~'PENHSY#~UIW IA 5eau I.aueatr Bwrtdg~a, Notary P16C t3FN~rsiabtw9, Ct~uphinrtwrtty tUy Cow f~kpbes t~bv. 29,2t?10 Membar, POttnsyhl8r~kt Aesactarbn pf t~xanea, 1g4 DURABLE POWER OF ATTORNEY OF PAUL R~ KNUDSEN NOTICE THE PURPOSE OF THIS POWER OF ATTORNEY ~ TO GIVE THE PER.90N YOU DESIGNATE (YOUR'AIDErI'f') SROAD POWERS TO HANDLE YOUR PROPERTY. WHICH MAY pNIXUDE POWERS TO SB1.OR OTHERWISE 018POt3E OF ANY REAL OR P6iSONAL PROPERTY WITHOUTADVANCE NOTICE TO YOU OR APPROVAL BY YOU. THIS POWER OF ATTORNEY DOES NOT IMPOSE A DUTY ON YOUR AGEt~ITTO EI~RCtSE GRANTI~ POW~L'S, BUT WHF,.1~1 pOyyFRS/1RE6l~pSED. YOIAtAGENT MUST USE DUE CARETOAlCT FORYOURBENEFTTAND iN ACOOROANCE WITH THIS POWER OF ATTORNEY. YOUR AGENT MAY D~RCISE THE POM16iS GNEN HERE THROUGIiOUT YOUR I..IF£TIME. EIIEJN ARTER YOU BECOME INCAPACITATE. UNLESS YOU DV~E89LY Lpr91' THE DURATION'OF THESE POWERS OR YOU REHOKE TftESE PONYERS ORACOURTACTING ON YOURBEIIALFTERNWP-TESYOURAOENT's IWTHORI7Y. YOUR AGENT MUST KEEP YOUR FUNDS SEPARATE FROM YOUR AQENTS FUNDS. A COURT CAN TAKE AWAY THE POWERS OF YOUR AGENT p= IT FWDS YOUR At3EPIT IS NOT ACTING PROPERLY. THE ROWERS AND Dl1i163 OF AN AGENT UNDER A POW62 OF ATTORNEY ARE EXALNNED MORE FULLY IN ZO PACS. 56. IF THERE IS ANYTHING ABOUT THIS FORM THAT YOU DO NOT IANDERSTAND, SHOULD ASKA LAWYER OF YOUR OWN CFIOOSING TO F.)tPWN ET Tp YOU. /! /~ 1 HAVE READ OR HAD EXPLApNET) TO ME THE NOTICE AND I UN t~ ~. OaEe: Paul R. ICnudserr We, the urrdersipned, hsw read Ure atlacJred power ~ atlornay and are the persons klenpped as the apaMs for the prkaipal. Ws hereby aotmowbdpa thst h the abaerroe of a spaoRc provtalon in the contrary in the power d attorney a in 20 Pa.C.3. +Mren we aet as apart We chap elaerdse the powers for 9~a benslt of the p[kidpal. We shall keep 9re assets of the prlnrdpat separate inxn our aatels. We shall Ofrerdee naaaonable cation and pnrderKS~. We shag keep a tidl and stxstraea rsoad of all acpons, receiph Data: Data: - a-.:z -D'7 Dade: - ~- o~ ~: o rnls Notice it pNert ptasuer-t to the regtrntntents of zo Pa.c.s. ~ sect (a) and ~d~ Is a true ana correct copy of ute onglnal. r DURABLE POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS: That I, PAUL R. KNUDSEN, an adult individual of York County, Pennsylvania, hereinafter sometimes refern3d to as'Pr!incipal;" have made, oonstftuted and appointed, and by these preser>ts do make, constih~te and appoint my wife. CHARLOTTE K. IFNUDSEN, of York Courriy, Pennsylvania, hereinafter sometimes r+efemed to as "my atbomey/agent," MY TRUE AND LAWFUL ATTORNEY/AGENT, forme and in my name, place and stead, to act in and manage~ail my estate, present and~future, and, to conduct all my affairs, and for that purpose. and fur my use and ber>afit, and as my ad and deed, tao do and execute, orto concurwith persons interested with myself thereinln the' doing and executlng of all or any of the folk~ring ads, deeds and things. In the event CHARLOTTE K. KNUDSEN is unable or unwilling to ad as my attorney-in-tsd/agent, or ceases to so ad, I then appoint DAWN M. LUSK to ad forme and in my name, place and stead, to do and execute as ~ any of the following ads, deeds and things. In the event DAWN M. LUSK is unable or unwilling to ad as my attQmey-in- fad/agent, or ceases th so ad, I then appoint PAULA K. KNUDSEN bo act fior me and in my name, place and sisad, to do and exea~te aN or any of the following ads, deeds and things. In the e~rent PAULA K. KNUDSEN Is unable or unwiring tD ad as my at~o~ey-ln- fad/agent, or ceases to so act, I then appoint CLAUDIA A. BRAYMER to ad fur me and in my name, place and stead, to do and exearte all or arty of the following ads, deeds and things. 2 (1) To buy. receive, lease, acceptor otherwise acquire, th sent at pubtlcor private ~• ~~Y, , ltyPofhecaite, Pledge, ~t-claim, assJgn, transfer ar atl~ervrise encumber or dispose of, or to contract cr agree for the acquisition, disposal or enaxnbranoe of any property or part or parcel thereof whatsoever and wheresoever situated, be it real. Personal or mixed. or any custody. posses ion. interest, Privilege or right therein or .pertaining thereto, upon such tem>s as my saki at6omey/agerrt sha8 think P~~ . (2) Totake, hold, possess. invest, re-imrest, lease or bt, or otherrrfee rrranage arty. or all of my real, personal or mbked property, or any interest therein; to e~Ct, remove or relieve tenarrts or other persons from, and recover possessions of, such property by ail lawful means; and th maintain, proiekt, preserve, insure. remove, store. transport, repair. rebuild, modify or improve the sarrre or arty part thereof; (3) To make, do and transact all and every kind of btaclness of what mature or kind;so ever, krduding the receipt, recovery and adjustment of atl aoDOUnts, judgments, mortgages. insurarroa pdicies, le9ades. begkrests, interests. dividends. investingrrts, securities, anrwttles, rxrtes, bonds, sbodcs, debts, taxes, ob~igatiorrs, evidences. of indebtedness and all other demands whatsoever which. may new or hereafter 6e due, owing, or payable tb me or by me; (4) . To make, endorse, accept, receive, sign, seal, execute. acknowledge and deliver deeds, assignments, agrea<r-ents, moons, hypothecatbns, dtedcs, .notes, bonds. vouchers receipts. and such other instruments in writing of whatever kind and nature as may be necessary, convenient or proper in the premises, irtduding the payment of premiums of life or other insurance now or hereafter eifeded by me, whether on my ~fe or othervse; (5) To incur and pay any bills and obligations formy mafntenanoe, care, comfort and supportandforartyof my medical, surgik~el and other unusual needs, irrckrdktg butoat limited to hospital, nursing home, oonvalesoerrt care and needs of invalidism; . (B) To deposit and withdn3w for the purpose hereof, in either my said atbomey's/ager>rs name or my name h and from any banking instlbutlon, any funds, . dreddng and savings aok:ounts, neg~a6le papers, or monies wh~h may come irrbo my said atbomey's/agent's hand as such attorney/agerrt orwtrich I now or her~f ter may have on deposit or be entitled to; indudhrg any monies in my name akxre or~ointly in my Warne and some other person's name, including my saki attorney/agent's name; (7) To instihrte, prosekxite, defend, oomprom~e, arbitn3te, and dispose of legal, equitable, or administrative hearings. actlons, suits, attacifrments, arrests, distresses or . other proceedings.or otherwise engage in litlgation in oonnectlon with the premises; (t3) To deal with any and ail insurance poRdes which I may own or have any interest m from tirrre do tlime; Mduding, by way of example and not Nmitstibn, borrowing against said poYdes and/or canoeilation thereof, and ptxdiase and pay premiums for inswance of any and all kinds for my benefit; . (9) To ad as.rrry attonyey/agent ~ prwry in r+~ped do any sbodcs, shares, bonds, or other investrnerrts, rights, or interest, I may now or hereafter hold: (10) To engage and dismiss agents, counsel, and employees, and m appoint and rerrwve at pleasure any substlhrbe for, oragent of my saki atborrrey, in reaped to aM or any of the matters or things hensfn merdioried and uponsuch beans as my atbomey/agent shall think fit; (11) To prepare, euaearte, and ffie income and other tax r+~ums, and omen goMeimmental reports, and appNcatiorrs, requests and documents and bo pursue tax matt~ers.- (12) To take possessbn, bo aNow entry into and ~ order sate removal and . shipment of. any of my per: from any place of storage or safekeeping, inducting safe deposit box in any bank orbrust company, governmental or private; and ~ e~oecube and deliver and release, .voucher, receipt, shipping tk;ket, certHicabe, or other' ir>strument necessary or convenient for such purposes. (13) 'fo sell, tn3nsfer, or purchase shares of stocks. bonds. and serwr~es upon such terms and for such prices as my attomey/agent deems advisable. (14) . a. To make such gift of property to others as I rrray tram time bo lime direct. b. To make such gifts of my properly m such one or more of my spouse and issue and charities in such form and amounts as my attorney/~errt believes would be in accordance with my wishes: G To make such gifts of my properly bo such persons and in such form and anwunts as my attorney/agerrt believes w~oc:rld be in accondarxre with my wishes. d. To make such gifts of my pr+~erty to such persons and in such form and. amounts in my attorney/agent's sole discx+e5on believes are in my best interest, (15) To establish and~fund a AAedicaid Qualifying Tnlstorto creabearry othertrtist~ for my benefit. (16) To make additions bo an existing trust for my benefit. (17) To withdrew and receive the income or corpus pf a tnwt. (18) To claim an elective share of the estate of my dec~sed spouse. (19) To disclaim any interest in property. (20) To renounce tidudary positions. (21) To engage in retirement plan transactions. (22) To engage in banking and finandal transaclbns, including but not limited to; A. Sign checks, drafts. orders, notes. bills of exd~ange and other instruments ("itiams") or otherwise make withdrawals from checking. savings, transactions, deposit, ban or other accourrts h the name of the•prindpal or endorse items payable to the principal and receive the proceeds in cash or otherwise. ~ ' B. Open and dose such accounts in the name of the prindpal, purchase , and redeem savings cartlficates, motes of deposit or similar instruments in the name of the prindpal and exekxite and deliver receipts for any funds vvift-drawn ar cerdfirattes redeemed. C. Deposit any funds received for the prirrc~al in accounts of the prtndpal. D. Do all ads regarding dteddng, savings. transadiorr, deposit , k~amor other aocounffi, savir~s certificates, certlficates of deposit or slmNar instruments, the same as the prirx~pal could do if personally present . E. Sign any tax information or report form required by Federal, State or local twang authorities, Mduding, but not limited to, arty Form W-9 or similar form. F. In general, transact any business wHh banking or Mensal Institution that the prbdpal could if present, and (23) Generally to do and perform all matter8 and things, transact all business, make.execute,,advrowledge and de~raN contracts. orders. deeds. writbgs, assurances and instresrrentswhich may be requisite and properbo e#6eduatear orartyaf the premises, or any other matter or thing appertaining or bekurging to me, with the same powers, and to alt intents and purposes with the same validity as I could if personaNy present< hereby ratifying and confirming whatsoever my said attorney/agent shag and may do by virtue hereof. This rawer of Attorney shall not be atfedad by my subsequent dieabfiity or inCeped4t, but is intended to be a "durable power Of attorney' within the provisions Of Sectbri 5804. and also to be subject ~o the provisions of Sections 5605, 5806 and 5607 (relating to notice of death, affidavits establishing continuance of powers, and powers of corporate atbomeys-in~ad} of the Pennsylvania Probate, Estate and Fiduciaries Code or any sknNer legislation at any time hereafter in force. GIVING AND GRANTING unto my said aitomeylagent full power and authority to ~do and perform all and every ad, deed matter and thing whatsoever in and about my estate, property and affairs as fulltt and eftecWally. th all intents and purposes as I might or ooukt do in myown pioperperson if personally present, the above speclatly enumerated powers being in aid and exempon of the full, complete, and general power herein granted and not in limitation or definition thereof, and hereby ratifying all that sa[d attom~y/agent shall lar~rfully do or cause by virtue of ths~e presents. IN WITNESS WHEREOF. I have hereunto set my hand and seal th~ 22 day of f-.=~iLva/i f- ,2007. /r~ i (/ Paul R. Knudsen . The declarant or the person on behalf of and at the direction of the declarant knowingly and, voluntariy signed this wrung by signature or mark in my presence. 6 (,. `.. COMMONWEALTH OF PENNSYLVANIA _ . SS. COUNTY OF YORft On this, the day of ~ .__.. ~ .2007, before me, the undersigned fir. ~ appeared Paul R. Kn~~krwwrt to me (or satiafactoriy proven j to be the person whose name is subscribed to the within.instrument, and acknowledged that he e~aecwted the same.for the purposes therein vontained. IN .WITNESS WHEREOF,. I hereunto set my hand and otlidal seal. t Mv~~7~! ryP rrreoNwFauni o~ r~srwanw .~ rmwsa~ . MO~iioa7Y~p,,~a,i,nn~r„xl~,~,,,,4, Nb~loirrrrwbnE~ros.kn.ls.2oao ~. Mwn6~r, renn.,AV.m. ~..oaaaon'a Nansa RESIGNATION OF SOVEREIGN BANK AS TRUSTEE SOVEREIGN BANK hereby resigns as trustee of the Supplemental Needs Trust for the Benefit of Paul R Knudsen under Agreement dated Apri129, 2008, effective on the date of this Court's decree or order granting the relief requested in this Petition to Approve Resignation of Trustee and to Appoint Successor Trustee. Signed this ~~ day of ~ f~ , 2010. . / C A. KELLY Senior Vice President SOVEREIGN BANK 2592039x1 ACCEPTANCE BY NATIONAL INDEPENDENT TRUST COMPANY APPOINTMENT AS SUCCESSOR TRUSTEE NATIONAL INDEPENDENT TRUST COMPANY hereby agrees to serve as successor trustee of the Clarence V. Knudsen and Ruth E. Knudsen Supplemental Needs Trust for the benefit of Paul R. Knudsen dated August 29, 2008, effective on the date of this Court's decree or order granting the relief requested in the Petition to Approve Resignation of Trustee and to Appoint Successor Trustee. Signed this (b t~ Vt day of dam- , 2010. LUCIUS cGEHEE, Jr., President NATIONAL INDEPENDENT TRUST COMPANY IN THE COURT OF COMMON PLEAS OF CUMBERLAND COUNTY, PENNSYLVANIA ORPHANS' COURT DIVISION O. C. NO. ~C) - r/~{a In Re: SUPPLEMENTAL NEEDS TRUST FOR THE BENEFIT OF PAUL R. KNUDSEN DECREE Now, , 2010, upon consideration of the annexed petition, it is hereby decreed that the resignation of SOVEREIGN BANK, as trustee of the Supplemental Needs Trust for the Benefit of PAUL R. KNUDSEN under Agreement dated Apri129, 2008 (the "Paul R Knudsen Supplemental Needs Trust"), of CLARENCE V. KNUDSEN by his trustees, namely PNC BANK, National Association, and DAVID C. KNUDSEN, of his trust under agreement dated March 6, 2001, and RUTH E. KNUDSEN by her trustees, namely PNC BANK, National Association and DAVID C. KNUDSEN, of her trust under agreement dated March 7, 2001, is approved, effective on the date of this decree and NATIONAL INDEPENDENT TRUST COMPANY is appointed as successor trustee of the Paul R Knudsen Supplemental Needs Trust in place of SOVEREIGN BANK, effective on the date of this decree. J. 2592039v1