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HomeMy WebLinkAbout01-18-11._ ~ r "' IN RE: THE MOSHER FAMILY IRREVOCABLE TRUST FRANK A. MOSHER, ANNE CORBIN and EILEEN MOSHER FREEBY, IN THE COURT OF COMMON PLEAS CUMBERLAND COUNTY, PENNSYLVANIA ORPHANS' COURT NO: 21-10-1039 Petitioners ~..5 `~ - ~ • ~~ ' r rn C ~~ V. rC77 Z T ' - :s O f~ ~ ~ 7 ~ t ''' i~.' ' e"7`~ "' OD g Q f'f,7 C 1 ~ PAUL M. MOSHER, `' ~~;, Respondent o ~ w r~ ~ ,~, ANSWER TO OBJECTIONS TO ACCOUNTING AND NOW, comes the Respondent, Paul M. Mosher ("Respondent" or "Paul"), by and through his counsel, Bruce J. Wazshawsky, Esquire and Cunningham & Chernicoff, P.C., to file an Answer to the Objections to Accounting filed in this matter on December 30, 2010 and Respondent files this Answer pursuant to the Order issued by this Honorable Court on November 29, 2010 as follows: FACTUAL BACKGROUND 1. Admitted. 2. Admitted. 3. Admitted. 4. Admitted. 5. Admitted. 6. Admitted in part and denied in part. To the extent that the averments of this J Paragraph are consistent with the Trust Agreement, they are admitted, to the extent that they aze inconsistent, they are denied. By way of further answer, while Respondent has been serving as the Sole Trustee of the Trust since the Trust's inception, the Respondent, prior to November, 2009, provided no active and/or affirmative role as Trustee, but rather, the Petitioner, Frank A. Mosher ("Frank"), at all relevant times prior to November, 2009, managed the Trust, the Insurance Policy and all other matters thereunder. 7. Admitted in part and denied in part. It is admitted that Frank and Virginia created the Trust in 1993. With respect to the remainder of this averment, to the extent that the averment is consistent with the terms contained in the Trust, a writing which is attached to the Petition, they are admitted, and to the extent that they are inconsistent, they are denied. By way of further answer, after reasonable investigation, the Respondent is without sufficient information or knowledge to form a belief as to the truth of the remainder of the averments not admitted in this Pazagraph and strict proof is demanded. BACKGROUND OF THE TRUST AGREEMENT 8. Admitted in part and denied in part. It is admitted that an insurance policy issued by New York Life Insurance Company, Policy Number 44964091 was purchased in 1993 for the benefit of the Trust. It is believed, and therefore averred, that the Insurance Policy (as defined in the Petition) is a "Second to Die" policy on the lives of Frank A. Mosher and Virginia B. Mosher. By way of further answer, the Insurance Policy was not purchased by the Trustee, using any of the Trustee's personal funds, but rather, it is believed, and therefore averred, that the funds of either Security Savings System, Inc. ("Security"), Frank or Virginia or both were utilized to purchase the Insurance Policy. 9. After reasonable investigation, the Respondent is without knowledge or information sufficient to form a belief as to the truth of the averments set forth herein, therefore, they are denied, and strict proof is demanded. By way of further response, Respondent is not in possession of any information with respect to the Insurance Policy which pre-dates December 31, 2009. 10. Denied as'stated. Upon information and belief, all the premiums paid to maintain the Insurance Policy, after its initial purchase, were paid by Security. By way of further information and belief, the Petitioner's counsel fees and costs in connection with this litigation are also being paid by Security. 11. Admitted in part and denied in part. To the extent that the averments of this Paragraph are consistent with the Trust Agreement, they are admitted, to the extent that they are inconsistent, they are denied. 12. Admitted in part and denied in part. To the extent that the averments of this Paragraph are consistent with the Trust Agreement, they are admitted, to the v extent that they are inconsistent, they are denied. 13. Admitted in part and denied in part. To the extent that the averments of this Paragraph are consistent with the Trust Agreement, they are admitted, to the extent that they are inconsistent, they are denied. By way of example, the Trust requires the Trustee to utilize Trust monies to settle the Estate of Frank A. Mosher (including, presumably, any claims made against said Estate) prior to any distributions being made. SECURITY SAVINGS SYSTEMS, INC. 14. Admitted. 15. After reasonable investigation, the Respondent is without knowledge or information sufficient to form a belief as to the truth of the averments set forth herein, therefore, they are denied, and strict proof is demanded. 16. Admitted upon information and belief. 17. Admitted. By way of further answer, Security's primary business focus is the production of payment coupon books for the banking, insurance and condominium markets. In addition, Security specializes in direct market mailings. Security also produces newsletters, brochures, banquet programs and tax statements to a significant number of customers. 18. Denied as stated. Respondent and his wife, Jean M. Mosher ("Jean") were employed by Security until November 10, 2009. 19. Denied as stated. Respondent was the President of Security until November 10, 2009. 20. Denied as stated. It is admitted that Anne and Eileen have never been directly involved in the management of Security. By way of further answer, Frank has always been in control of Security and retained the authority to make all decisions on its behalf of any financial nature. By way of further answer, Anne and Eileen aze each sophisticated in business and are educated and experienced individuals, capable of making business decisions for Security if required. 21. Denied as Stated. Security's Subchapter S status was terminated in September, 2010, which matter is currently being addressed by the Internal Revenue Service. 22. Denied as stated. While transfers of Security common stock were made from Frank (and from Virginia while she was alive) to Respondent and Jean, the transfers were a form of compensation for the hazd work and sweat equity which they invested in Security. By way of further answer, Jean worked for Security since 1997 and did not draw a salary unti12008. Additionally, Frank and Virginia promised Paul that he would become the owner of Security after both Frank and Virginia passed away. Transfers of stock in Security made to Paul (and Jean) were advances toward his ultimate ownership of Security and to fulfill the agreement Frank and Virginia made with Paul in May, 1993 when he relocated his family from Maryland to Pennsylvania in preparation for Security's then Vice President and General Manager, Lester Shoop's, retirement, which occurred in 1996. 23. Denied as stated. It is admitted that as of July 12, 2009, Paul and Jean each owned 12,070 Shares (207 Class B Voting Shazes and 11,863 Class A Non- Voting Shares). By way of further answer, as of July 12, 2009 between Frank and Virginia (and now Virginia's Estate), they owned, collectively, 3,543 of the Class B Voting Shares and 11,887 of the Class ANon-Voting Shares. Thus, as of July 12, 2009, Paul and Jean each owned 5.23% of the Class B Voting Shares and 33.31 % of the Class ANon-Voting Shares. By way of further answer, prior to January 2, 2001, all Shares of Security were Voting Shares. On January 2, 2001, Security's Shares were divided into the Class ANon-Voting Shazes and Class B Voting Shazes. At all relevant times, Frank and Virginia controlled the majority of the Voting Shares of Security, as they collectively held the majority of the total Shares prior to January 2, 2001 and the majority of Class B Voting Shazes after January 2, 2001. 24. The Respondent incorporates by reference to answer to Pazagraph 23 above as if more specifically set forth herein. By way of further answer, on July 12, 2009, Frank owned 1,961 Class B Voting Shares, which represented 49.56% of the Class B Shares then outstanding and 7,649 of the Class ANon-Voting Shares, which represented 21.48% of Class ANon-Voting Shares then outstanding. On that date, Virginia owned 1,582 Class B Voting Shares, which represented 39.98% of the Class B Voting Shares and 4,238 Class ANon-Voting Shares, which represented 11.90% of the Class ANon-Voting Shares. 25. The averments of this Paragraph are legal conclusions to which no response is required. To the extent that a response is deemed to be required, it is admitted that the shares in Security owned by Virginia passed in accordance with her Will, to a Testamentary Trust established thereunder. By way of further response, the aforementioned Will is currently in Probate in Cumberland County and its terms and conditions are known and a part of the Public Record contained therein. By way of further answer, it is believed, and therefore averred, that it was Virginia's intent, in executing her Will containing the said Testamentary Trust, that her son, Paul M. Mosher, the Respondent, would ultimately receive all Shares of stock she owned in Security after Frank's death. OVERVIEW OF FRANK AND VIRGINIA'S ESTATE PLAN 26. Denied as stated. It is believed, and therefore averred, that Frank and Virginia, in their Estate plans, wished to provide for all of their children, but because of Paul's employment at Security and essential role in its day-to-day management and because of the aforementioned agreement that Paul would become the sole owner of the Company upon the last to die between Frank and Virginia, Frank and Virginia's Estate plan included provisions to ensure that Paul would become the owner of Security upon the second to die. 27. Denied as stated. By way of further answer with respect to the remaining averments, after reasonable investigation, the Respondent is without sufficient information or knowledge to form a belief as to the truth of the remainder of the averments not admitted in this Pazagraph and strict proof is demanded. By way of further answer, Respondent incorporates by reference his answer to Paragraph 39, set forth below as if incorporated herein. 28. Denied as Stated. Respondent incorporates by reference his answer to Pazagraph 13, set forth above as if incorporated herein. PAUL'S ACTIONS AS TRUSTEE OF MOSHER FAMILY TRUST 29. Admitted. By way of further answer, upon information and belief, in October, 2009, Frank essentially disinherited Respondent from his rights to receive the sole ownership of Security after Frank's death by changing his Will and/or exercising a Power of Appointment under Virginia's Testamentary Trust. 30. Admitted. 31. Admitted in part and denied in part. To the extent that the averments of this Pazagraph are consistent with the document attached as Exhibit "B" to the y Petition, they are admitted, to the extent that they are inconsistent, they are denied. 32. Admitted. 33. The averments of this Paragraph are legal conclusions to which no response is required. By further answer, Respondent and Jean did not request that Frank "gift" the Stock held by him as Trustee of Virginia's Testamentary Trust, but rather "transfer", the Stock consistent with Virginia's testamentary wishes and in concert with her and Frank's contractual obligation with Paul previously set forth herein. 34. Denied as Stated. Jean offered her shares to one individual, who was interested in purchasing said shares, but could not consummate the transaction due to the then current business climate. 35. Admitted in part and denied in part. To the extent that the averments of this Paragraph are consistent with the document attached as Exhibit "C" to the Petition, they are admitted, to the extent that they are inconsistent, they are denied. 36. Admitted in Part and Denied in Part. It is admitted that Respondent and Jean submitted a revocation and termination of Subchapter "S" election to the Internal Revenue Service ("IRS") on August 16, 2010 with an effective termination date of September 1, 2010 as evidenced by the attached, Exhibit "A", a true and correct copy of communications with the IRS (with response from the IRS dated November 23, 2010 and counter response from respondent and Jean dated January 17, 2011). The remaining averments of this pazagraph are legal conclusions to which no response is required, but to the extent that a response is required, they are denied and strict proof is demanded. 37. Admitted. By way of further answer, the said Stock Powers attached hereto as Exhibit "B'. 38. Admitted. By way of further answer, the remaining monies borrowed by the Trust, net of expenses, aze still being held for the benefit of and in the name of the Trust in an account at PNC Bank and no further payments have been made from this account. Additionally, Respondent and/or Jean has made all payments of interest on said loan from the New York Life Insurance Company since the loan was taken. 39. Denied as stated. The Stock in Security has significant value for the following reasons: a. Security owns valuable real estate at 901 Mazket Street, New Cumberland, Cumberland County, Pennsylvania (the "Real Estate"); b. Security recently refinanced its debt and made significant renovations to the Real Estate and obtained working capital to enhance its business from PNC Bank, within the last twelve (12) months. Security improved the Real Estate to accommodate the needs of its largest customer which is a Fortune 500 Company in the healthcare sector and to facilitate growth in other areas; c. Security's Sub-Chapter S status was revoked before Jean's Shares were transferred to the Trust and, therefore, minority owners who do not participate in Security's management are no longer burdened with the tax effect of Security's profitability without receiving a cash distribution in connection therewith; d. Security's liquidation value is significant and the interest purchased by the Trust, 12,070 Shares, representing 30.5% of the Company, is significantly greater than $983,606.56', the "break even" value for the Trust's stock in Security (in fact, the Real Estate alone for real estate tax purposes is valued at $863,625.00 as the 2004 assessment is $690,900.00 and the common level ratio is 1.25). Additionally, attached hereto as Exhibit "C", are Security's financial statements for the years ending 2008, 2009 and 2010 which show the total stockholder's equity at $976,508.00, $811,391.00 and $1,134,431, respectively and a net income from operations in 2010 of nearly $300,000.00; e. Security has been in business for eighty (80) years and is among the top 20% in the number of employees of businesses in its industry in the entire ' Derived by dividing 300,000.00 by .305, but this is an "inflated" break even value because it does not account for the imputed discounted value of the second payment to Jean by the Trust which does not occur until sixty (60) days after Frank's death. United States; and f. Petitioners characterize the Security stock's value as "significant" in Pazagraph 27 of their Objections to Accounting. 40. Admitted in part and denied in part. While it is admitted that Security is a family company, it is afor-profit Corporation and does not enjoy any statutorily close protection. Therefore, the shares are saleable on the open market, with certain restrictions, however, because a majority of the shares owned by the Trust are Class ANon-Voting Shares, and Frank owns a majority of the Class B Voting Shares, either individually or as the Trustee of Virginia's Trust, Frank controls the saleability of the shares on the open market, and their ultimate value, thus the claims in the Petition aze misplaced. PROCEDURAL HISTORY 41. Admitted. 42. Admitted. 43. Admitted. 44. Admitted. 45. Admitted. By way of further answer, this Answer to Objections to Accounting is submitted pursuant to the same Order. OBJECTION TO ACCOUNTING 46. The averments of this Paragraph are legal conclusions to which no response is required, but to the extent that a response is required, they are denied and strict proof is demanded. By way of further answer, the Trust (under which Anne and Eileen are beneficiaries) purchased shazes of stock in Security, a sound and secure business, started by Anne and Eileen's grandfather and which is backed by sound and hard assets, including but not limited to, valuable commercial real estate, as evidenced by the attached financial statements. Additionally, the Trust authorizes the Trustee to make investments in shares of Security in Article VILA.2. 47. The averments of this Pazagraph aze legal conclusions to which no response is required. To the extent that a response is deemed to be required, the Respondent incorporates by reference his answer to Pazagraph 46 above and further the Respondent has safeguarded the Trust and its assets for the benefit of the Trust Beneficiaries and has purchased, for $150,000.00 cash, an asset which has significantly far greater value, thus fair consideration was paid. Additionally, the Trust vests broad powers in the Trustee, to "borrow against any [life insurance] policy reserves " (Art. VII, ¶B.i.(b); and to "buy assets of any type" (Art. VII ¶8). 48. The averments of this Paragraph are legal conclusions to which no response is required. To the extent that a response is deemed to be required, the Respondent incorporates by reference his answer to Paragraphs 46 and 47 above and further section 7772, read as a whole, with the Commentary provides the Respondent with a legal basis to engage in the transaction currently under scrutiny. 49. The averments of this Paragraph are legal conclusions to which no response is required. To the extent that a response is deemed to be required, the Respondent incorporates by reference his answer to Paragraphs 46 and 47 above and further section 7772, read as a whole, with the Commentary provides the Respondent with a legal basis to engage in the transaction currently under scrutiny. 50. The averments of this Paragraph are legal conclusions to which no response is required, but to the extent that a response is required, they are denied and strict proof is demanded. By way of further answer, the Trust (under which Anne and Eileen are beneficiaries) purchased shares of stock in Security, a sound and secure business, started by Anne and Eileen's grandfather and which is backed by sound and hard assets, including but not limited to, valuable commercial real estate, as evidenced by the attached financial statements. Additionally, the Trust authorizes the Trustee to make investments in shares of Security in Article VII.A.2. Additionally, Respondent answers as follows: a. It is admitted that neither Anne nor Eileen are employees of Security, but this is not relevant to the issue at hand. If it is deemed relevant, Respondent incorporates by reference his answer to Paragraph 20 above as if more specifically set forth herein. b. After reasonable investigation Respondent is without sufficient information or knowledge to form a belief about the averments of this Sub-paragraph,. thus they are denied and strict proof is demanded. Further this averment is not relevant to the issue at hand. If it is deemed relevant, Respondent incorporates by reference his answers to Paragraphs 13, 20 and 39 above as if more specifically set forth herein. By way of further answer, once the Trust terminates and Anne and Eileen are the owners of the shares, they will be free to sell them just like any other shareholder and the shares have significant value as illustrated herein. c. It is admitted that neither Anne nor Eileen have control over the saleability of the Trust's shares in Security, but this is not relevant to the issue at hand. If it is deemed relevant, Respondent answers that as beneficiaries, they have no control over any investment in the Trust, that power being vested in the Trustee only. By way of further answer, Respondent incorporates by reference his answers to Paragraphs 13, 20 and 39 above as if more specifically set forth herein. By way of further answer, once the Trust terminates and Anne and Eileen are the owners of the shares, they will be free to sell them just like any other shareholder and the shares have significant value as illustrated herein. 51. Admitted. By way of further answer, the Security's financial statements attached hereto, were used to compute the sale price and appraised value by Respondent prior to sale. 52. The averments of this Paragraph are legal conclusions to which no response is required. To the extent that a response is deemed fo be required, Respondent incorporates by reference his answers above and further denies that he engaged in any improprieties as stated herein and owes no restitution to the Trust and should not be surcharged therefor. By way of further answer, the $200,000.00 loan ("Loan") which the Trust obtained against the Life Insurance Policy was used as follows: a. $150,000.00 to purchase 12,070 Shares of Security from Jean; and b. $50,000, net of expenses and interest on the Loan paid to date, remains in a financial account with PNC Bank, the statements for which (since its inception) and a current valuation as of November 2, 2010 ($49,626.15) are attached hereto as Exhibit "D". By way of further answer, an agreement exists between Paul, as Trustee, and Jean to provide for Jean to repay any Loan interest paid by the Trust (up to $50,000.00) upon the second installment under the Stock Purchase Agreement (of $150,000.00) being paid to Jean. By way of further answer, Respondent has provided an accounting as set forth above and in the Exhibits attached hereto including the attached Exhibit "E": The February 8, 2010 Life Insurance Policy statement evidencing the net cash value thereof of $266,763.94 on that date; ii. The August 3, 2010 Life Insurance Policy statement evidencing the net cash value thereof of $71,002.73 on that date; and iii. The November 3, 2010 Life Insurance Policy statement evidencing the net cash value thereof of $71,094.33 on that date. 53. The averments of this Paragraph are legal conclusions to which no response is required, but to the extent that a response is required, they are denied and strict proof is demanded. WHEREFORE, Respondent, Paul M. Mosher, respectfully requests that this Honorable Court to: (1) Declare the transfer of Security Savings Systems, Inc.'s stock from Jean Mosher to the Mosher Family Trust as legal, binding and valid; (2) direct Security to recognize the Mosher Family Trust as a shareholder and reflect same on its corporate books and records upon the tendering of the original stock certificates evidencing same; (3) dismiss the remaining relief requested by the Petitioners in this case; and (4) permit Respondent's counsel fees in connection with this proceeding to be reimbursed by the Trust as a valid expense. Respectfully submitted, & CHERNICOFF, P.C. I~'ruc~/jJ. ~aishaw ,Esquire Attorney I.D. No 8799 2320 North Sec d Street Harrisburg, PA 17110-0457 Telephone: (717) 238-6570 Dated: January 17, 2011 1 ~ ' pp QQ ''Daparhncnk of the Trou~ury s •~1\-~..;rtea.A Rrverur Serviee 'CINCIINATI OH 4b999-~tt46 SECURITY SAVINGS SYSTEMS INC PO BOX 373 NEW CUMBERLND PA 17070-0373 CUT OUT AND RETURN THE VOUCHER AT THE BOTTOM OF THIS PAGE IF YOU ARE MAKING A PAYMENT. EVEN IF YOU ALSO HAVE AN INCUIRY. i1~.i iYY/'iii iYi~ iMF/ii(' i~~ ~~~i Ait~Y YA. 0223437223 BODCD-SB INTERNAL REVENUE SERVICE CINCINNATI OH 45999-0046 I~I~~1~1~1~1~1~~1~1~~1~1~~11~~.II~~~~I~~I~I1~~~1~~11 Usa for paywanta Latter Nuwb~r~ LTR3064C Lattar•Data ~ 2010-11-23 Tax Period : 000000 *231302079* SECURITY SAVIN(35 SYSTEMS INC PO BOX 373 NEW CUMBERLND PA 17070-0373 231302079 AN SECU 00 2 000000 670 OOD00000000 D Q'Ihpennutrt .~f she Trcusiuy lalerral Re~~enre Serrice CINCINNATI OH 45999-0046 SECURITY SAVINGS SYSTEMS INC PO BOX 373 NEW CUMBERLND PA 17070-0373 In reply refer tos 0223437223 Nov. 23, 2010 LTR 3064C 1 23-1302079 000000 00 00005418 BODC: SB Taxpayer Identification Numbers 23-1302079 Dear Taxpayers Thank you for your correspondence dated Aug. 16, 2010. We are unable to process your termination statement because it is incomplete. Your statement of termination must contain the termination date, the terminating event, and an authorized signature from an officer of the corporation or parson authorized to sign the returns. Your S •laction will remain in effect until we receive a complete termination statement. We have enclosed your incomplete termination statement. If you need forms, schedules, or publications, you may get them by visiting the IRS website at www.irs.gov or by calling toll-tree at 1-800-TAX-FORM (1-800-829-3676). Please send us the requested information within 30 days from the dat• of this letter. We have enclosed an envelope for your convenience. If you have any questions, Please call Entity Team 304 at 859-669-5051 between the hours of 6s00 a.m. and 4:00 p.m. ET. If you prefer, you may write to us at the address shown at th• top of the first page of this latter. Whenever you write, please include this letter and, in the spaces below, give us your telephone number with the hours we cbn.reach you. Also, you may want to keep a copy of this letter for your records. Telephone Number ( ) Hours ' •.v ., Department of the Treasury Intemai Revenue Service Cincinnati, OH 45999-0013 Dear sirs; Paul M. Mosher Jean M. Mosher 256 Winding Way Camp Hill PA 17070 We are the majority shareholdeFs of Security Savings Systems, Inc. IDp 23-1302079, and we are no longer employed by Securlty Savings. In addition we have been removed from the board of directors. Therefore we have decided to terminate our consent to.the corporetions' election to "S" status. Please find attached a statement to that effect. Our CPA told us this is all that is necessary to change the "5" status. Would you please confirm the change so that we can notify the company? If our statement Is incorrect in its form please advise us how to correct it. We enclose a stamped self addressed envelope for your convenience. Thanks in advance for your help with this matter. Sincerely yours, ~~t9~ Paul M. Mosher Jean M. Mosher ~ ~~~,~(>~, INTERNAL R NllF "i=NICE 262 CEIV~ p ..r t ~. } ~~ 1 'Ji~ BATCHING U COVINGTON, Ky 2 0 2010 X76658 04 ~.~e ~ .. . • y Statement to Revoke Sub chapter S Election (IRC Section 1362(d)) To: Department of the Treasury Internal Revenue Service Cincinnati, OH 45999-0013 Re: Paul M. Mosher & Jean M. Mosher /Security Savings Systems, inc. 256 Winding Way Camp Hill PA 17011 ID: 17&38-5435 & 102-40-4301 / 23-1302079 The above mentioned shareholders of Security Savings Systems, Inc. hereby revoke their election under IRC Section 1362(a) In accordance with IRC Code Section 1362(d). As of 08/16/2010, there are 39,570 shares of issued and outstanding shares of stock in Security Savings Systems, Inc.. Attached are signed consents by aN shareholders holding more than one-half of the issued and outstanding stock in Security Savings Systems, Inc.. By: Paul M. Mosher & Jean M. Mosher Majority Shareholders of Security Savings Systems, Inc. Date: 08/16/2010 Attachment of Shareholders to Statement of Consent to Subchapter S Revocation The undersigned shareholders in accordance with IRC Section 1362(d) hereby consent to the revocation by the majority shareholders Paul M. Mosher & Jean M. Mosher for Security Savings Systems, Inc, ID# 23-1302079 of its election under IRC Section 1362(a). Such revocation is effective 09/01/2010. sy: /~2 Paul M. Mosher Dat 256 Winding Way Camp Hill PA 17011 ID: 178-38-5435 sy: ~ ~~ /D M. Mosher Date 56 Winding Way Camp Hill PA 17011 ID: 102-40-4301 At the time of this revocation, the Issued and outstanding shares of the Security Savings Systems Inc. are held as follows: Frank A. Mosher 9,610 Virginia B. Mosher 5,820 (Deceased 07/12/2009-shares now in trust) Paul M. Mosher 12,070 Jean M. Mosher 12,070 C'a~l~~la,~l C~,,~' PPhngy ~I/a~r y ~~,~~,g ~~'~ 24'10 COMMONWEALTH OF PENN8YLVANW ~~ 8sd Publk WXi4m D, yyletm~rl, Nolary New Cumberland Bono. Cirndrb ~d ~ My Commiaabn Sapp. Nlamber PennsyNaNa Asaociatlon d NoWisa STOCK POWER FOR VALUE RECEIVED, I hereby sell, assign and transfer unto THE MOSHER FAMILY IRREVOCABLE TRUST, 12,070 shares being part of: • Certificate A-4 -1,863 shares; • Certificate A-6 - 5,000 shares; • Certificate A-12 - 5,000 shares; and • Certificate B-4 - 207 shares as issued by SECURITY SAVINGS SYSTEMS, INC. and I do hereby imvocably constitute and appoint ~7i O~~r;,,l.. p~„~j /~j1p,~ fNJk~ , F'". or his/her substitute, Attorney-in- Fact, to transfer said shares of stock on the books of the within named Company with full power of substitution in the premises. This Stock Power is granted under and in connection with a transfer of stock as aforesaid and is to be used only for such purposes. Date: ~ ~L- ~~~~~ M. Mosher COMMONWEALTH OF PENNSYLVANIA COUNTY OF ~~~~ . ss. On this, the ~ day of~'~0~1:~-t1.G/, 2010, before me, a Notary Public, the undersigned officer, personally appeared Jean M. Mosher, known to me (or satisfactorily proven) to be the person described in the within instrument, and acknowledged that she executed the same in the capacity therein stated and for the purposes therein contained. 1N WITNESS WHEREOF, I hereunto set my head and official seal. ~[l~ ~ Notary Public .; p; SAVINGS sySTEMq" (.51ofX~Powewpd ~ P . , ~ '' _ NOTAWIAL SEAL JULIEANNE AME'rRANO, Nobly Pubb . cay a olagl~ ~- CannwMon ??.2011 ~.. y 5-22-93 ~• '~ THE KOSHER BAKILY IRREVOC118LE TRIIBT This trust agreement fs executed on , 1993 by BR71~ A. KOSHER and V2Ra=NI31 B. K08HER, bo of New ~ Cumberland, Pennsylvania (individually, a "Grantor"; collectively the "Grantors"), and P7lOL'K. KOSHER, (the "Trustee"), on the following terms and conditions hereinafter stated. ARTICLE I Purposes and Bonding the Trust A. The Grantors create this Trust as a means by which assets, which may include one or more policies of insurance on their lives that may be held for the benefit of persons of their family, on the terms and conditions set forth in this instrument. It is the Grantors' intent in creating this Trust that all gifts made to it be complete and that the assets of this Trust, including any life insurance proceeds, be excluded from their gross estates for federal estate tax purposes. The Grantors also intend that the share of this Trust for each of their daughters shall be included in the gross estate of such child for federal estate tax purposes, thereby invoking the rules for there being "Crummey powers with testamentary control", all as hereinafter more specifically provided. All provisions of this Trust shall be construed in such a manner as best to effect these intents. 8. The Grantors transfer to the Trustee the property listed in Schedule A, to be held and administered according to the terms of this Truest. The Grantors and anyone else may transfer additional property to the Trustee at any time, to be held and administered according to the Trust's terms. The Trustee may refuse to accept any gift if the Trustee deems such rejection to be in the best interests of the Trust and the beneficiaries, and the Trustee may accept a gift subject to one or more conditions imposed by the Trustee or the donor, if the Trustee deems such conditional acceptance to be in the best interests of the Trust and the beneficiaries. No condition imposed on a gift and accepted by the Trustee may in any way alter, amend, or change the rights of a beneficiary with respect to any prior gifts. The Grantors retain no right, title, or '~ interest in any trust property. ,. n u u ARTICLE II Zrr~voaability This Trust and all interests in it are irrevocable, and neither Grantor has any power to alter, amend, revoke, or terminate any trust provision or interest, whether under this Trust or any statute or other rule of law. ARTICLE III Distributions Froa the Trust The Trustee will divide the trust fund into as many separate equal shares as may be required to provide one separate equal share .for each of the Grantors daughters living on the date this Trust is created and will hold the separate share for each of the Grantors daughters. The Trustee need not divide or segregate any assets held collectively by these separate shares, although the Trustee must maintain such records as will enable the Trustee to render a separate accounting and prepare separate income tax returns, if required, for each such share. A. Until the death of the later of the Grantors to die, immediately following any contribution to the Trust, the Grantors daughter who is the primary beneficiary of such separate share (the "Primary Beneficiary") shall have the right to withdraw the total amount of the contribution, but, during any calendar year during which the Grantors are married for the entirety of such year, not more than two times the amount of the federal gift tax annual exclusion in such calendar year. The Grantors recognize that the gift tax annual exclusion is now ten thousand dollars. ($10,000), but that it may be changed from time to time, and this demand power shall reflect the annual exclusion in effect on the date of the individual gift. With respect to these demand powers, the following rules shall apply: 1. The Primary Beneficiary can exercise this demand power by a written request delivered to the Trustee. If the Primary Beneficiary is unable to exercise this demand power because of a legal disability, including minority, his or her parent (if the Primary Beneficiary is a minor) or any other legally authorized personal representative, including (but not limited to) a guardian, committee, or conservator, may make the demand on the Primary Beneficiary's behalf. However, in no event can either Grantor make the demand for a Primary Beneficiary, regardless of such Grantor's relationship to such Primary Beneficiary. 2. The Trustee must reasonably notify the person who would exercise each Primary Beneficiary~s demand power of its existence and of any contributions made to the Trust that are 2 . • • . , V subject to the power. future notices. An adult Primary Beneficiary may waive all 3. Each Primary Banaficiary~s demand power is noncumulative and lapses sixty (60~ calendar days following the date of the transfer to which it relates. 4. The Trustee may satisfy a Primary Beneficiary~s demand for a distribution by distributing cash, other assets, or fractional interests in other assets, as the Trustee deems appropriate. Without limiting the Trustees power to select assets to satisfy a demand, the Grantors prefer that cash or tangible assets ba distributed before life insurance policies and intangible assets, unless the Trustee decides that another selection is warranted. 5. "Contribution" means any cash or other assets transferred to the Trustee to be held as part of the trust funds. Tha amount of any contribution is its federal gift tax value, as determined by the Trustee at the time of the transfer. B. Until the death of the later of the Grantors to die, the Trustee may use some or all of the Trusts net income and principal remaining after the exercise or nonexercise of the demand powers under paragraph A, to pay premiums on policies of life insurance on the life of either or both Grantors, adding to principal any income not so used. 1. The Trustee will not, however, use any trust income or principal in a manner that would discharge either Grantor's legal support obligation or give either Grantor any pecuniary benefit. 2. If any Primary Beneficiary shall die before the later of the Grantors to die, the Trustee will distribute the Trust share for such Primary Beneficiary to the person or persons to whom such Primary Beneficiary appoints such share by specific reference in his or her last will to this general power of appointment. This power of appointment may be exercised in favor of any member or members of a class that includes all of the descendants of the Grantors and the creditors of the estate of such predeceased Primary Beneficiary, and it may be exercised equally or unequally, and either outright or in continued trust, on such terms as such Primary Beneficiary shall indicate in his or her will. In default of such appointment, the Trustee will continue to hold such separate share, to be ultimately distributed pursuant to paragraph C. C. Upon the death of the later of the Grantors to die, the Trustee will hold the Trust funds of each separate share created hereunder (except to the extent a different result is created by 3 • • ~~ Y the exercise of the power of appointment granted in paragraph B), as follows: 1. During the administration under state law of the estate of the later of the Grantors to die, the Trustee may use all of such trust funds, in the Trustee's discretion, to lend money to and buy assets from such estate, on such terms and conditions as the Trustee deems to be in the best interests of the Trust and the beneficiaries. The Trustee will not, however, make grants to such estate or otherwise distribute funds except through bona fide loans or purchases, it not being the Grantors' intention to make any persons other than their descendants and heirs at law the beneficiaries of any trust created hereunder, except as may occur by the exercise of the powers of appointment granted hereunder. If no personal representative is appointed under applicable state law with respect to the estate of the later of the Grantors to die, the "administration'! of such estate will include the settlement of debts, claims, and taxes in respect of such Grantor's estate by the trustee of any revocable trust or by any other person in actual possession of assets in which such Grantor had a legal or equitable interest. 2. Upon the termination of the administration of the estate of the later of the Grantors to die, or upon such earlier date as the Trustee determines that the purposes of item (1) of this paragraph have been effectuated, the Trustee will: a. Distribute outright and free of trust the separate equal share to each of the then-living Primary Beneficiaries; and b. Distribute the trust share for any Primary Beneficiary who has died prior thereto, to the person or persons to whom such child appoints such trust funds by specific reference in his or her last will to this general power of appointment. This power of appointment may be exercised in favor of any member or members of a class that includes all of the descendants of the Grantor and the creditors of the estate of such deceased Primary Beneficiary, and it may be exercised equally or unequally, and either outright or in continued trust, on such terms as such Primary Beneficiary shall indicate in his or her will. In default of such appointment, the Trustee will distribute such share of the Trust outright and free of trust, subject to the provisions of Article IV, to the then-living descendants, collectively, of such Primary Beneficiary, such descendants to take, per stirpes the share that their ancestor, such deceased Primary Beneficiary, would have taken if living. If such deceased Primary Beneficiary of the Grantor is not survived by then-living descendants, then in default of the exercise of such power of appointment, the Trustee will dis- tribute such share of the Trust outright and free of trust, sub- - 4 - • ject to the provisions of Article IV, to the other then-living Primary Beneficiaries and the then-living descendants of any of the Primary Beneficiaries who have theretofore died, per stirpes. c. The Trustee hae the sole discretion to make an equitable division of the trust assets, pursuant to this paragraph, and the Trustee may distribute the trust assets in kind, in cash, or partly in each, and the Trustee may fractionalize any trust asset or sell it and distribute the cash, as the Trustee deems to be in the best interests. of the Trust and the beneficiaries. D. If all of the beneficiaries of any trust created under this article should die before the trust assets have vested in them, the Trustee will distribute all of the remaining assets of each such trust. as follows: 1. One half (~) (or all, if there are no persons to take under item (2)) to the heirs and distributeea of BRANIC A. I[OSBRR who would have taken his estate and in such shares as they would have taken it, had he died unmarried and without a valid will, determined on the later of his death or the death of the last of such beneficiaries to die; and 2. One half ('~) (or all, if there are no persons to take under item (1)) to the heirs and distributeea of VIRGINIA B. MOSBER who would have taken her estate and in such shares as they would have taken it, had she died unmarried and without a valid will, determined on the later of her death or the death of the last of such beneficiaries to die. ARTICLE IV Interests Vestiag in a Minor • If, when any trust created by this instrument ends, any principal vests in absolute ownership in any minor beneficiary, the Trustee may, if deemed appropriate, hold such interest in trust until the beneficiary attains age twenty-five (25), paying so much (including all or none) of the trust's net income and principal to-the beneficiary as the Trustee deems appropriate for the beneficiary's health, education, support, and maintenance, adding to principal any undistributed income. The Trustee may make such payments to the beneficiary, or to his or her parent, guardian, or to the person with whom the beneficiary resides, without having to look to the proper application of those payments. The Trustee may also make any payments to a custodian (who may be a Trustee) under any applicable Uniform Transfers (or Gifts) to Minors Act. When the• beneficiary attains age twenty- five (25), the Trustee will pay him or her all of his or her remaining trust funds and this trust will end. If the - 5 - • beneficiary dies before attaining age twenty-five (25), the Trustee will pay all of such funds to the beneficiary's estate. The authority conferred on the Trustee is a power only and will not operate to suspend absolute vesting of any property in such beneficiary . ARTICZE v Spendthrift Claus• To the greatest extent permitted by law, no interest of any beneficiary of any trust created under this instrument shall be subject to the beneficiary's liabilities or creditor claims or to assignment or anticipation. ARTIQ,E VI Definitions A. At the time this Trust is executed, the Grantors have two daughters, 11~i~i8 and BILSBN. A person in gestation who is later born alive shall be treated as alive during the period of gestation for purposes of determining (1) whether any person has died without leaving descendants surviving him or her; (2) the right to distributions on the termination of a trust created under this instrument; and (3) any person's right to share in required principal distributions, though for all other purposes such person's rights accrue only from the date of birth. B. A Trustee is "disabled" or under a "disability" when- ever any Trustee other than a disabled Trustee or, if there is no such Trustee, any person who would become successor Trustee on such determination of disability, receives written certification from two physicians regularly attending such Trustee, at least one of whom is board-certified in the specialty most closely associated with the alleged disability, that such Trustee has become physically or mentally incapacitated, regardless of cause and regardless o! whether or not there has been any adjudication of incompetence, mental illness, or need for a committee, conservator, guardian, or other personal representative. A Trustee is recovered from his or her disability whenever a then- serving Trustee receives written certification from two physicians regularly attending such disabled Trustee, at least one of whom is board-certified in the specialty most closely associated with the alleged disability, that he or she is no longer incapacitated and is again able to manage his or her own personal and financial affairs. No Trustee is liable to anyone, including a Grantor, for removing anyone from the Trusteeship, if such Trustee relied in good faith on the aforementioned physicians' certifications. No one else is liable to anyone for - 6 - • dealing with a Trustee other than the one removed for disability, if such removal was made upon good-faith reliance on the aforementioned physicians' certifications. C. No person shall be deemed to have survived either Grantor for purposes of this Trust unless he or she is living on the date thirty (30)'days after the date of such Grantor's death, as determined by applicable legal death certificates. D. All tax-related terms mean the same things in this Trust instrument as they mean in the Internal Revenue Code of 1986, as amended. E. "Per stirpes" means by right of representation, and a disposition to an individual and his or her "descendants per stirpes" requires that the individual's children, whether or not living at the time of the disposition, be treated as the original stocks and that a further subdivision ba made at each succeeding generation. F. There is only one signed original of this Trust. Anyone may rely on a copy of said document as certified by a notary public or similar official to be a true copy. of the signed original (and of the amendments or other writings, if any, endorsed on or attached thereto) to the same effect as if such copy were the signed original. Anyone may rely upon any statement of fact certified by anyone who appears from the original document or a certified copy thereof to be a Trustee hereunder. ARTICLE VII Trustee's Powers A. The Trustee is exclusively empowered to do the following, in the Trustee's fiduciary capacity: 1. To hold and retain all or any property received from any source, without regard to diversification, risk, productivity, or the Trustee's personal interest in such property in any other capacity, and to keep all or part of the trust property at any place within the United States or abroad. 2. To invest and reinvest the trust funds (or leave them temporarily uninvested) in any type of property and every kind of investment, including (but not limited to) corporate obligations of every kind, preferred or common stocks, securities of any regulated investment trust, and partnership interests. - 7 - . , 3. To participate in the operation of any business or other enterprise, and to incorporate, dissolve, or otherwise change the form of such business. 4. To deposit trust funds in any commercial savings or savings and loan accounts. 5. To borrow money for any reasonable trust purpose and upon such terms, including (but not limited to) interest rates, security, and loan duration, as the Trustee deems advisable. 6. To lend trust funds terms, including (but not limited and loan duration, as the Trustee however, that the Trustee may not estate without receiving adequate of interest. s to such persons and on such to) interest rates, security, deems advisable; provided, lend money to either Grantor's security and an adequate rate .7. To sell or otherwise dispose of trust assets, including (but not limited to) trust real property, for cash or credit, at public or private eels, and with such warranties or indemnifications as the Trustee deems advisable. 8. To buy assets of any type from any person on such terms, including (but not limited to) cash or credit, interest rates, and security, as the Trustee deems advisable; provided, however, that the Trustee may not buy assets from either Grantor's estate other than at their fair market value. 9. To improve, develop, manage, lease, or abandon any trust assets, as the Trustee deems advisable. 10. To hold property in the name of any custodian or nominee, without disclosing this Trust; but the Trustee is responsible for the acts of any custodian or nominee so used. 11. To pay and advance money for the Trust's protection and for all expenses, losses, and liabilities sustained in its administration. 12. To prosecute or defend any action for the protection of the Trust, the Trustee in the performance of the Trustee's duties, or both, and to pay, contest, or settle any claim by or against the Trust or the Trustee in the performance of the Trustee's duties. 13. To employ persons, even if they are associated with the Trustee, to advise or assist the Trustee in the performance of the Trustee's duties. - 8 • • 14. To determine what is principal or income and what items shall be charged or credited to either. 15. To execute and deliver any instruments necessary or useful in the exercise of any of these powers. B. With respect to any life insurance policies held as part of the trust funds, the following special rules shall apply: 1. The Trustee may, in the Trustee's discretion, pay any premiums or other charges from trust income or principal. If the trust funds are inadequate to pay such premiums or charges, the Trustee may, in the Trustee's discretion, do one or more of the following: (a) use any automatic premium loan feature; (b) borrow against any policy cash reserves (whether or not on the policy for which premium or charges will be paid); or (c) elect any automatic nonforfeiture feature. The Trustee shall have no duty to do any of these unless the Trustee has received specific written notice that a premium or charge has not been paid. 2. Any additional insurance policies, no matter how acquired (including, but not limited to acquisition by gift, conversion, reissue, consolidation), should be listed on Schedule A, but failure to do so does not affect the Trust's. policy ownership. 3. The Trustee may, in the Trustee's discretion, refuse to enter into or maintain any litigation, endorse policy payments, or take other action respecting any trust insurance policies, until indemnified against all expenses and liabilities that, in the Trustee's judgment, may be involved in such action. 4. The Trustee need not inquire whether or not the Trustee or the Trust has been designated the beneficiary of any insurance policy or other death benefit, and the Trustee need not act with respect to such policies until receipt of written notice that the Trustee or the Trust is a beneficiary of the policy. C. In making any payment to a minor or disabled bene- ficiary, the Trustee may expend such payments for the benefit of such beneficiary or make such payments to such beneficiary, or to his or her parent, guardian, personal representative, or the parson with whom he or she resides, without having to look to the proper application of those payments. This paragraph does not limit the Trustee's powers and must be construed to enable the Trustee to give each beneficiary the fullest possible benefit and enjoyment of all of the trust income and principal to which he or she is entitled. - 9 - • -- ARTICLE VIII The Trustee A. A Trustee may designate any individual or institution as a co-trustee, by a written instrument. Any co-trustee or successor Trustee may, without liability, accept without examination or review the accounts rendered and the property delivered by any predecessor Trustee. Each successor Trustee has the same title, powers and duties as the Trustee succeeded, without any additional conveyance. A co-trustee so named shall serve only as long as the Trustee who appointed such co-trustee (or, if such co-trustee was named by more than one Trustee acting together, by the last to serve of such Trustees), and such co- trustee shall not become a successor Trustee upon the death, resignation, or disability of the Trustee who appointed such co- trustee, unless such co-trustee is elected as successor Trustee pursuant to paragraph E of this article. Any reference to a "Trustee" refers equally to any successor Trustee. B. Any Trustee may, from time to time, delegate to any other Trustee by written instrument any or all of such Trustee's powers (except those, if any, not exercisable by such other Trustee). Such delegation may be temporary or permanent, and if temporary, may be for any duration of time or until any event specified by the delegating Trustee. Any person dealing in good faith with any Trustee may rely without inquiry upon the Trustee's certificate with respect to any delegation. C. No Trustee shall be required to provide surety or other security on a bond. D. Any Trustee may resign by giving written notice specifying the resignation's effective date to the designated successor Trustee, if there is one, or otherwise to each adult beneficiary of the current trust income, to a custodial parent of each minor beneficiary of current trust income, and to the legal guardian of any beneficiary of current trust income having a legal guardian, each determined at the time such notice is given. A corporation authorized to render trust services shall be named successor Trustee by majority vote of the income beneficiaries, with the adult beneficiaries voting on their own behalf, one vote being cast for each minor income beneficiary by his or her custodial parent, and one vote being cast by the legal guardian for any beneficiary having a legal guardian. For purposes of this article, the right to receive "support" from the Trust is a right to current trust income. Notwithstanding the foregoing, in na event may either Grantor vote in the election of any successor Trustee. E. No Trustee shall be required to obtain the order of any court to exercise any power or discretion under this Trust. - 10 - • . . , F. No Trustee shall be required to file any accounting with any public official. The Trustee must, however, maintain accurate records concerning the trust. Each year, furthermore, the Trustee shall furnish an annual accounting of the Trust's condition, including receipts and disbursements, to each adult beneficiary of the current trust income, to a custodial parent of each minor beneficiary of current trust income, and to the legal guardian of any beneficiary of current trust income having a legal guardian, each determined at the time such notice is given. This required accounting may be satiafied by a copy of the Trusts federal income tax return, if one is required. G. Any corporate Trustee is entitled to compensation based on its published fee schedule in effect at the time its services are rendered. ARTICLE IX Miscellaneous A. This Trust shall be governed by and construed according to the laws of Pennsylvania. B. Whenever the context of this Trust requires, the masculine gender includes the feminine and neuter, and vice versa, and the singular number includes the plural, and vice versa. C. In accordance with the purpose of the Trust, the Trustee is authorized, with or without Court approval, to make administrative and ministerial modifications to the provisions of this Agreement for the purpose of conforming to changes in law or factual or economic circumstances. Any such modification shall be in all events consistent with the Grantors intent upon creation of the Trust, and shall be in writing, signed by the Trustee, with copies delivered to the Grantors and the beneficiaries of the Trust. D. If the Trustee is acting as Trustee of another trust with terms and provisions substantially similar to this Trust, the Trustee is empowered, in the sole discretion of the Trustee, reasonably exercised, to consolidate the trusts herein created with such other trust,'insofar as it is practicable, not in substantial conflict with the terms of this Trust or of such other trust, and not in derogation of any tax-saving provision of any applicable state or federal law. Provisions of this Trust and such other trusts shall be considered substantially similar even if there are minor variations as to the management and distribution of the trusts. The determination by the Trustee as to any consolidations hereunder shall be final and conclusive upon all parties. - 11 - ~ s ., E. If the market value of any separate trust hereunder shall fall below Twenty-Five Thousand Dollars ($25,000.00), and provided the Trustee, in the Trustees discretion, determines that the continuation thereof is no longer consistent with the trust purpose an8 in the best interests of the beneficiary(s), the Trustse may distribute the property of such trust to the person or persons then entitled to receive the income therefrom, and in the proportions as such persons are then entitled to' receive the income therefrom, insofar as specified in 'such trust, otherwise in equal shares. In determining whether or not to make an early distribution in accordance with the foregoing, the Trustee shall not only take into account the present fair market value of the trust, but if trust property includes one or more contracts, the Trustee shall also take into account, to the extent the Trustee deems appropriate, the anticipated value of such contracts at maturity. IN WITNESS WHEREOF, the Grantors and the Trustee have hereunto set their hands and seals all as of the day and year first above written. Witness: G RS: a.r,~.P ~ ~a•.J B ~-. x H vlRa IA s. ~sosHffit TRUSTEE: V~~ P71III~ l[. 1[OSHBR - 12 - • -- One Dollar ($1.00) - Attached below We, the undersi ned FR ~tE A. M088ER aad VIRai~TIA 8. MOSB'ER, this day of , 1993, do hereby acknowledge that in our ca acity as Gra tors of the accompanying MOSHER FA1[ILY IRREVOCABLE TR08T, we have paid to PAIIL M. M088ER as Trustee thereof One Dollar ($1.00) in cash, appearing above, such payment representing the initial funding of such Trust. A. l[O88ER C/ 47- ~ti~~ VIRGINI B. MOSHER ACKNOWLEDGEMENT OF RECEIPT ~~Gt/C /"lam /' "~d~iCi.t.~ PAIIL M. MOSSER - 13 - ~, -- CO1rII~IONWEALTH OF PENNSYLVANIA jj : SS: COUNTY OF (I~~~Q,[~?-itt~K• On this, the _.~~-~ day of , 1993, before me, a Notary Public, the undars~gned o!f ce , personally appeared BRANIC A. l[OBHER aad VIB3=N=A B. HOSHaR, known to me (or satisfactorily proven) to be the persons whose names are subscribed to the within ILOSHBR BA1[ILY IRAEFOCAHLB 'TRUST, who acknowledged to me that they executed the same for the purposes therein contained. seal. IN WITNESS WHEREOF, I hereunto set my hand and official Notary Publ c (SEAL) NOTARUkI. SERI JudNh A No~trom, Nolary Public HarrlSbup, PA Da~hh 4 Nry- Commission 6opites Sept, 21,1993 - 14 - STOCK POWER FOR VALUE RECEIVED, I hereby sell, assign and transfer unto THE MOSHER FAMILY IRREVOCABLE TRUST, 12,070 shares being part of: • Certificate A-4 -1,863 shares; • Certificate A-6 - 5,000 shares; • Certificate A-12 - 5,000 shares; and • Certificate B-4 - 207 shares as issued by SECUnRITY/SAV/INGS SYSTE/MS, INC. and I do hereby irrevocably constitute and appoint ~G ll~l/d~,~0~ ~yJpN1~Lf~, S';~or his/her substitute, Attorney-in- Fact, to transfer said shares of stock on the books of the within named Company with full power of substitution in the premises. This Stock Power is gntated under and in conn~tion with a transfer of stock as aforesaid and is to be used only for such purposes. Date: ~ M. Mosher COMMONWEALTH OF PENNSYLVANIA COUNTY OF ~~~~ . SS. On this, the V day of~~~i;~~-t1G/, 2010, before me, a Notary Public, the undersigned officer, personally appeared Jean M. Mosher, known to me (or satisfactorily proven) to be the person described in the within instrument, and acknowledged that she executed the same in the capacity therein stated and for the purposes therein contained. IN WITNESS WHEREOF, I hereunto set my hand and official seal. ~[~../~ ~ Notary Public ~. e:w•m.~e~noocs~ECUxtrY snvMOS svsr~:~lsromt eew....~ya OF PEN ' "' NOTAHIAL9E/1l JUl1EANNE AMETFiANO, Notary PubNo a . c~a wwoa ~~ ~~ ,~ SECURITY SAVINGS SYSTEMS, INC. NEW CUMBERLAND, PENNSYLVANIA REVIEW FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 2009 AND 2008 i CCU. ' 'la~em~r~x ' C~brarck Caef~ad~lrbGe arraurtaxu ri ftssroaaCCorpamhme PAGE Accountant's Revlew Report Financial Statements: Balance Sheets Statements of Income Statements of Retained Earnings Statements of Cash Flows Notss to Financial Statements 6-10 C'a~aAf ~tti~GG.~[rxoueitanta 1t! ~PrujsssioNalG'crrporatfore der ~: c~, cn~+ 9aF~A, ra~£ t*a1! ~~u r.~,, car ~pirht ~C, 'Yafia~, C~P,71 StS.SoatlQ 29t1~ S~ _~__~_-- Narris6iry, tE'~ r~ro4-zras ' ` ;,~,'``,, ~*" To the Board of Dirodoro of Security Savings Systems, Inc. New Cumberland, PA 17070 ACCOUNTANT'S REVIEW REPORT We have reviewed the accompanying balance sheets of Security Savings Systems, Inc. (an S corporation) as of December 31,2 009 and 2008 and the related statements of income, rotained eaminga and of cash flows for the years then ended, in accordance with 5tatementa on Standards for Accounting and Review Services issued by the American Institute of Certified Public Accountants. All information included in these financial statements is the representation of the management of Security Savings Systems, Inc. A roview consists principally of inquiries of company personnel and analytical procedures applied to financial data. It is substantially less in scope than an audit in accordance with generally accepted auditing standards, the objective of which is the expression of an opinion regarding tha financial statements taken as a whole. Accordingly, we do not express such an opinion. Based on our reviews, we are not aware of any material modifications that should be made to the axompanying financial statements in order for them to be in conformity with U.S. generally accepted accounting prinaples. Il/.~'~'~1'l ~ ~!i/r1'PSfIR~ Wikieman and Obrock, CPA's August 10,20 10 :aCew6ers of t~ieJt.wniut~ ~rgiaNe (: ~ f fK 7• iN1,2a snd~Irsr-yfwaxa lrtrrtusMt s ('rr! a1~66r ~wantuals '7~'a{(7t7).~'8.7-(lY.'ei _( ~~ .R 1 rvwm. avldimunar~dn6ro~{,c~n SECURITY SAVINGS SYSTEMS, INC. BALANCE 8HEETS DECEMBER 31, 2009 AND 2008 A88ET8 2008 2008 CURRENT A88ET8 Cash and cash equivalents $ 283,981 $ 223,340 Cash in bank -customer postage account 48,293 -0- Awourrts receivable (Trade) 504,066 507,359 Inventory 133,289 150,817 Other assets 832 393 Total current assets 988,271 881,709 PLANT, PROPERTY AND EQUIPMENT Land and buildings 1,128,332 589,281 Equipment, furniture and fixtures 2,749,989 2,728,382 Automobiles 87,088 87,088 total depreciable assets 3,945,389 3,384,711 Less: Accumulated depreciation 2,824,997 2,880,898 Net plant, property and equipment 1,120,392 724,013 OTHER A88ET8 Cash surrender value of life insuranos 470,229 455,421 Total other assets 470,229 455,421 Total assets $ 2,558,892 $ 2,081,143 LIABILITIEB AND STOCKHOLDERS' EQUITY CURRENT LIABILITIE8 Axounts payable $ 107,103 $ 171,189 Taxes payable 11,587 14,828 Customer postage deposits payable 48,293 -0- Current portion of notes payable 86,741 80,162 PNC Bank Ilne of credit 200,488 200,000 PNC Bank construction loan 537,384 -0- Retirement plan 401(k) payable 11,950 -0- Other Iiabilites 10.511 3,549 Total current liabilities 992,017 449,708 LONG-TERM LIABILITIES Notes payable, net of current portion 35,241 105,492 Advance from Officer 249,325 154,325 Loans payable life insurance policies 470,918 375,110 Total long-term liabilities 755,484 834,927 Total liabilities 1,747,501 1, 084,835 COMMITMENTS AND CONTINGENCIES (NOTES 6 AND 11) STOCKHOLDER8'EQUITY Capital stock - no par value, 39,570 shares issued and outstanding 175,412 175,412 Retained earnings and axumulated adjustments account 835,979 801,098 Total stockholders' equity 811,391 978,508 Total liabilities and stockholders' equity 2 558 892 $ 2,081,143 See accountant's review report and accompanying notes. 2 SECURITY SAVINGS SYSTEMS, INC. STATEMENTS OF INCOME YEARS ENDED DECEMBER 31, 2008 AND 2008 INCOME Sales 2009 RATIO TO AMOUNT SALES $ 2,927,488 100.00 % 2008 RATIO TO AMOUNT SALES $ 3,344,484 100.00 % COST OF GOODS SOLD Beginning inventory Purchases Direct labor Commissions Freight Shop and utilities Total Less: Ending inven~ry Total cost of goods sold Grose profit OPERATING EXPENSE8 Officers' salaries Office salaries Taxes Retirement plan - 401(k) Employee benefits Deprecation Advertising Insurance Officers' life Insurance Telephone Legal and accounting Computer consultation services Office expense Travel, auto and entertainment Leases Repairs and maintenance Software Total open~ting expenses Income from operations OTHER INCOME Gain on sale of equipment Gain on sale of sliver Increase in cash value of life insurance Interest and dividend income Interest expense Bad debtexpenae PA & TN corporation taxes Total other income Net income 150,617 5.14 174,398 5.21 399,345 13.64 443,220 13.25 749,027 25.59 830,381 24.83 17,286 0.59 18,212 0.54 325,502 11.12 455,858 13.83 158,555 5.35 136,392 4.08 1,798,332 61.43 2,058,462 61.54 133,298 4.55 150,617 4.50 1,665,033 56.88 1,907,845 57.04 1,282,435 43.12 1,438,638 42.96 381,727 12.36 282,937 8.46 167,158 5.71 145,945 4.36 115,587 3.95 111,804 3.34 39,137 1.34 45,530 1.36 155,964 5.33 158,742 4.69 171,826 5.87 187,813 5.62 8,127 0.28 10,593 0.32 35,026 1.20 35,718 1.07 14,824 0.51 18,857 0.58 13,264 0.45 12,935 0.39 17,327 0.59 22,136 0.68 1,590 0.05 5,010 0.15 27,158 0.93 39,038 1.17 10,167 0.35 13,512 0.40 117,222 4.00 107,553 3.22 137,922 4.71 137,835 4.12 -0- 0.00 28,561 0.85 1,394,004 47.83 1,362,515 40.74 ( 131,569) ( 4.51) 74,124 2.22 6,000 0.20 -0- 0.00 32,446 1.11 -0- 0.00 14,808 0.51 20,986 0.63 68 0.00 1,238 0.04 ( 52,119) ( 1.77) ( 32,892) ( 0.98) ( 1,859) ( 0.06) -0- 0.00 ( 282) ( 0.01) ( 1,093) ( 0.031 ( 918) ( 0.02) ( 11,561) ( 0.34) $( 132,487) ( 4.53) % $ 82,563 1.88 % See accountant's review report and accompanying notes. 3 SECURITY SAVINGS SY8TEMS, INC. 8TATEMENTS OF RETAINED EARNINGS YEAR8 ENDED DECEMBER 31, 2009 AND 2008 RETAINED EARNINGS AT BEGINNING OF YEAR Net income Asset adjustment Diatributipns to Stxkholders RETAINED EARNINGS AT END OF YEAR 2009 2008 801,096 ( 132,487) ( 12,657) ( 19,973) $ 635,979 $ 760,629 62,563 15,404 ( 37,500) $ 801,096 See accountant's review report and accompanying notes. SECURITY SAVINGS 8Y8TEMS, INC. STATEMENTS OF CASH FLOWS YEAR8 ENDED DECEMBER 37, 2009 AND 2008 2009 2008 RECONCILIATION OF NET INCOME TO NET CASH PROVIDED BY OPERATING ACTIVITIES Net income (loss) $( 132,487) $ 62,563 Adjustments to reconcile net income to net cash provided by operating activities: Depredation 171,826 187,813 (Increase) decrease in: Accounts receivable 3,293 219,776 Inventory 17,318 23,781 Cash surrender value of I'rfe insurance ( 14,808) ( 21,296) Other assets ( 239) ( 372) Increase (decrease) in: Accounts payable ( 64,086) ( 49,780) Taxes payable ( 3,261) ( 10,308) Retirement plan 401(k) payable 11,950 -0- Other liabilltles 9,034 ( 1,249) Net cash provided (used) by operating activities ( 1,440) 410,948 CASH FLOWS FROM INVE8TING ACTIVITIES Interest income 88 1,238 Payments for purchase of fixed assets ( 588,178) ( 433,335) Payment of life insurance premiums ( 14,824) ( 18,857) Distribution to Shareholders ( 19,973) ( 37,500) Net cash (used) by investing activities ( 602,907) j 488,454) CA8H FLOWS FROM FINANCING ACTMTIEB Proceeds from notes payable 537,852 16,098 Payments on notes payable ( 83,872) ( 68,175) Proceeds from Iffe insurance loans 95,808 77,399 Advances from officer 95,000 -0- Net cash provided by financing activities 884,988 25,322 NET CHANGE IN CA8H AND CASH EQUIVALENTS 80,841 ( 52,184) CASH AND CA8H EQUIVALENT8, Beginning 223,340 275,524 CASH AND CASH EQUIVALENTS, Ending $ 283,881 $ 223,340 SUPPLEMENTAL DISCLOSURE OF CA8H FLOWS INFORMATION Cash paid during the year for: Interest paid $ 52,119 $ 32,682 See accountanYa review report and accompanying notes. 5 SECURITY SAVINGS SY8TEMS, INC. NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 2008 AND 2008 NOTE 1: NATURE OF OPERATIONS Security Savings Systems, Inc. (the Company) (a Pennsylvania S corporation) is in the business of printing consumer, cammerofal and mortgage loan wupon books and savings club materials for the banking industry. The Company derives substantially all of (ta revenue from these activities. The Company's projects are generally located in Central Pennsylvania. NOTE 2: SUMMARY OF SKiNIFICANT ACCOUNTING POLICIES This summary of significant accounting policies of the Company is presented to assist in understanding the Company's finandal statements. The financial statements and notes are representations of the Company's management who is responsible for the integrity and objectivity of the finandal statements. These accounting polities conform to generally accepted accounting principles and have been consistently applied in the preparation of the finandal statements. Method of accounting The Corporation's policy is to prepare Its finandal statements on the acrxual basis. Revenues and related assets are recognized when earned and expenses are recognized when the obligation is incurred. Uss of estimates The preparation of finandal statemenffi in conformity with generally accepted accounting princples requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, and diatiosure of contingent assets and liabilities, ff any, at the date of the finandal statemarrta, and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates. Cash equivalents For purposes of the statement of cash flows, the Company wnaidero all highly liquid investments purchased with a maturity of three months or less to be cash equivalents. Trade accounts receivable Trade accounts receivable is rocorded at the amount the Company expects to collect on balances outstanding at year-end. Management closely monitors outstanding balances and writes-off, as of year-end, any balance determined to be uncollectible using the direct write-off method. While the direct write-off method is not considered generally accepted, the amounts are normally not material. Inventories Inventories, consisting of printing materials and supplies, are valued at the lower of cost or market, using the first-in, first-out method. Property and equipment Property and equipment are stated at cost and are depreciated or amortized using the straight- Iine method over the estimated average useful lives of the assets as follows: building improvements, forty (40) years; office equipment, three (3) to ten (10) years and tools and construction equipment, five (5) to frfteen (15) years. SECURITY SAVINGS SYSTEMS, INC. NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 2009 AND 2008 NOTE 3: LIFE INSURANCE POLICIES AND LOANS The Company owns life insurance policies on officers and key personnel. The life insurance loans are not required to be paid currently. As of December 31,20 08 these policies were as follows: 2009 2008 APPROXIMATE APPROXIMATE CASH VALUE CASH VALUE COMPANY NUMBER INSURED OWNER AMOUNT AMOUNT Principal 4247320 Kreitzer Security Savings $ 7,947 $ 7,526 Principal 4247321 Mosher, F. Security Savings 298,889 295,746 Principal 4247322 Shoop Security Savings 25,219 24,587 Principal 4247324 Stedman Security Savings 13,351 13,743 Principal 4355351 Mosher, P. Security Savings 40,807 35,631 Principal 4488936 Snyder Security Savings 6,828 6,047 Guardian 5397583 Mosher, S. Security Savings 546 -0- N.Y. Life 46668139 Mosher, P. Security Savings 78,642 72,141 Gross cash value of life insurance policies 470,229 455,421 Less: life insurance loans (Interest rates range from 5.80%-7.60%) ( 470,918) ( 375,110) Net cash value of life Insurance policies $( 689) $ 80,311 NOTE 4: NOTES PAYABLE Notes oavable consist of the foilow ino: 2008 2008 INTEREST CURRENT LONG-TERM CURRENT LONG-TERM DESCRIPTION CREDROR RATE PORTION PORTION PORTION PORTION Line of,credit PNC 3.25% $ 200,488 $ -0- $ 200,000 $ -0- Note payable Equip. PNC 8.00% 58,185 35,241 48,588 91,408 Note payable Equip. PNC 8.00% 10,578 -0- 11,573 14,088 Note payable Mosher, F. 8.00% -0- 248,325 -0- 154,325 Construction loan PNC 3.25% 537,384 -0- -0- -0- Total current portion $ 804,593 $ 280,182 Total long-term portion $ 284,588 $ 259,817 Maturities of Iona-term debt are as follows: AMOUNT 2010 $ 35,241 2011 -0- 2012 -0- 2013 -0- 2014 and thereafter 249,325 Total $ 284,588 7 8ECURITY SAVINGS SYSTEM8, INC. NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 2009 AND 2008 NOTE 5: UNE OF CREDIT The Company has a $275,000 working capital line of credit with PNC Bank. Borrowings against this line of credit bear interest at the Wall Street Journal prime rate, 3.25% as of December 31, 2009. The line of credit is collateralized by a blanket lien on all the assets of the Company. The balances outstanding on thin line were $200,488 and $200,000 as of December 31,20 09 and 2008, respectively. NOTE 6: COMMITMENTS On September 20, 2005 the Company entered into a lease agreement for printing equipment. The lease agreement requires monthly rental payments of $8,047 per month for 60 months. The lease qualifies as an operating lease. The lease has 4 payments remaining. On July 28, 2006 the Company entered into a lease agreement for printing equipment. The lease agreement requires monthly rental payments of $3,111 per month for 60 months. The lease qualifies as an operating lease. The lases has 19 payments remaining. On April 28, 2009 the Company entered into a lease agreement for printing equipment. The lease agreement requires monthly rental payments of $4,851 per month for 80 months. The lease qualifies as an operating lease. The lease has 53 payments remaining. On December 21, 2009 the Company entered into a lease agreement for mailing equipment. The lease agreement requires monthly rental payments of $833 per month for 69 months. The lease qualifies as an operating lease. The lease has 68 payments remaining. Future minimum operating lease commitments consist of the following at December 31,20 08: December 31, Total 2010 $ 129,732 2011 89,987 2012 68,208 2013 68,208 Thereafter 41,748 $ 397,883 NOTE 7: CAPITAL STOCK The Corporation's total voting and non-voting stock ownership is as follows: NAME 2009 Shares Percerrt 2008 Frank A. Mosher Virginia B. Mosher Estate Paul M. Mosher Jean M. Mosher Total 9,610 24.29% 5,820 14.71% 12,070 30.50% 12,070 30.50% 39,570 100.00% Shahs Percent 9,810 24.29% 5,820 14.71 °~6 12,070 30.50% 12,070 30.50% 39,570 100.00% 8 SECURITY SAVINGS SYSTEMS, INC. NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 2009 AND 2008 NOTE 7: CAPITAL 8TOCK (contlnued) Stock ownership is voting and non-voting stock as follows: NAME Frank A. Mosher Virginia B. Mosher Estate Paul M. Mosher Jean M. Mosher Total 2008 Votlng Non-Votlng Shares Percent Shares Percent 1,961 49.56% 7,649 21.48% 1,582 39.98% 4,238 11.90% 207 5.23% 11,863 33.31% 207 5.23% 11,863 33.31% 3,957 100.00% ~~ 35,613 100.00% NOTE 8: 401K AND PROFIT SHARING PLANS The Corporation has a 404(k) plan covering substantially all full time employees over eighteen years of age and wigs aver three months of service. The entrance date is the 1st of the month following three months of suvios. Vesting for employee contributions and safe harbor matching contributions is 100% immediate at aM times. Vesting for regular employer matching ~ntribution and discretionary profd sharing contribution is 20% after 2 years; 20% additional each year with 100% after 6 years of service with the employer. Financial information relating to the plan may be obtained through the plan administrator. The employees may elect to be in the 401(k) and the amount to be deferred may be withheld from the employee's W-2 income before taxes. The limk is the dollar maximum of $15,500 for the year if the employee is under age 50 and $20,500 If the employee is age 50 or older for the year. The employer matching contribution is a safe harbor match of $1.00 per $1.00 of employee contributions up to 4% employee contribution level. The employer may dedde from year to year whether or not to make a discretionary matching contribution. Plan loans are permitted. Hardships withdrawals are not permitted. NOTE 9: CONCENTRATIONS OF CREDIT R13K The Corporation maintains cash balances in various finandal institutions located in the Harrisburg, Pennsylvania area. At times during the years ended December 31, 2009 and 2008, the Company's cash balances may have exceeded the federally insured limk of $250,000. The Company did not have any uninsured cash balances as of December 31,20 09 and 2008, respectively. NOTE 10: ADVERTISING AND PROMOTIONAL COSTS Advertising and promotional costs are expensed as incurred. Advertising and promotional expense totaled $8,127 and $10,593 for the years ended December 31,20 08 and 2008, respectively. NOTE 11: RELATED PARTY TRANSACTION8 The President of the corporation has loaned money to the company. The loan is unsecured with an interest rate of 8% and interest is payable at the discretion of the President. The loan amount outstanding totaled $249,325 end $154,325 as of December 31, 2009 and 2008,re spectively. SECURITY SAVINGS SYSTEMS, INC. NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 2009 AND 2008 NOTE 12: CONTINGENCIE8 Management is of the opinion that there are no contingences that have not been recognized and provided for as of our report date. NOTE 13: MAJOR CUSTOMERS The Company had revenue with two major customers which accounted for 71 % of total revenue for the year ended December 31, 2009. For the prior year ended December 31, 2008, the Company had revenue with two major customers that accounted for 68% of total revenue. NOTE 14: INCOME TAXES The Company, with the consent of its Stockholders, has elected S corporation status for federal and state Income tax purposes. The Company's .taxable income is passed through to the stockholders for reporting on their income tax returns; accordingly, the accompanying financial statements do not include provisions for income taxes. To the extent necessary, the Company funds the stodkholder'a personal income tax liability arising from the peas-through of taxable income from the Company. NOTE 15: 8UBSECUENT EVENTS Management has evaluated events and transactions subsequent to December 31, 2009 for potential recognition or disdosure in the financal statements. The Company did not have subsequent events that required recognition or disdosure in the financial statements for the year ended December 31, 2009. Subsequent events have been evaluated through the data the financial statements became available to be issued, August 10,20 10. 10 SECURITY SAVINGS SYSTEMS, INC. BALANCE SHEETS DECEMBER 31, 201Q AND 2009 ASSETS 2010 2009 CURRENT ASSETS Cash and cash equivalents $ 256,852 $ 283,981 Cash In bank -customer postage account 328,680 48,293 Accounts receivable (Trade) 798,823 504,066 Inventory 182,007 133,299 Other easels 675 1132 Total current assets 1,588,947 888,271 PLANT, PROPERTY AND EQUIPMENT Land and buildings 1,353,157 1,126,332 Equipment, furniture and fixtures 2,786,137 2,749,989 Automobiles 77,088 67,068 Total depreciable assets 4,198,382 3,945,389 Less: Accumulated depreciatbn 2,831,490 2,824,997 Net plant, properly and equipment 1,364,872 1,120,382 OTHER ASSETS Cash surrender value of life insurance 470,229 470,229 Total other assets 470,229 470j229 Total assets $ 3,402,048 $ 2.558.892 LIABILITIES AND 8TOCKHOLDER3' EQUITY CURRENT LIABILITIES Accounts payable $ 120,581 $ 107,103 Taxes payable 8,519 11,567 Customer postage deposits payable 385,206 48,293 Current portion of notes payable 35,241 86,741 PNC Bank line of credit 265,000 200,488 PNC Sank construction loan 724,236 537,364 Retirement plan 401(k} payable 2,322 11,950 Other liabilities 8.267 10.511 Total current liabilities 1,547,374 992,017 LONG-TERM LIABILITIES Notes payable, net of curcent portion -0- 35,241 Advance from Officer 249,325 249,325 Loans payable life Insurance policies 470,918 470,918 Total long-term Ilabilities 720,243 755,484 Total Ilabilities 2,287617 1,747,501 COMMITMENTS AND CONTINGENCIES (NOTES B AND 11) STOCKHOLDERS' EQUITY Cap(tal stock - no par value, 39,570 shares issued and outstanding 175,412 175,412 Retained earnings and axumulated adjustments account 959,019 635,979 Total stockhdders' equity 1,134,431 811,391 Total liabilities and stockhokters' equity $ 3,402,048 $ 2,558,892 Compilation Balance Sheets prepared by Security Savings Systems, Inc. SECURITY SAVINGS SYSTEMS, INC. STATEMENTS OF INCOME AND RETAINED EARNINGS YEARS ENDED DECEMBER 31, 2010 AND 2009 INCOME Sales COST OF GOOD8 SOLD Gross profit OPERATING EXPENSES Income (loss) from operations OTHER INCOME (EXPENSES) Net income (loss) RETAINED EARNINGS AT BEGINNNG OF YEAR Net income (loss) Assst adjustment Distributions to Stockholders RETAINED EARNINGS AT END OF YEAR 2010 2008 $ 2,625,998 $ 2,927,488 1,073, 093 1,685,033 1,552,903 1,262,435 1,257.684 1,394,004 295,219 ( 131,569) 27,821 ( 918) $ 323,040 $( 132y487) $ 635,979 $ 801,096 323,040 ( 132,487} -0- ( 12,857} -0- ( 19,973) $ 959,019 $ 635,979 Compilation Statements of Income and Retained Earnings prepared by Security Savings Systems, Inc. c~~vx 000490 KOSHER FAl12LY TRT PAUL H KOSHER TTEE UITAD 06/03/1993 256 MINDING MAY CAMP HILL PA 17011-6463 For 24-bout bankkq, and troranWortor Ntteraet rap inlorrnatbn, eipn on p PNC Bank On9rle Barddrtp at pnoAOrrt. 'a Forelrelorrtereervboelll-B9p•PNC-BANK Monday . Ftkiay: 7 AM • to PM ET Saturday 8: Sunday: 0 AM- 5 PM ET Pero eervbbeneepaliol,1~66•HO~A~ Ollaala~l PkuN» aorkad ue at 7-eee•PNC-BANK ® W rip to: Cuetornar Sella - - PB-6eiti0P- Pltbbur9h PA 15230A738 ~Vfdt wet prlacom ® Tuuprmbt.r. too-sal-tsw Pa hesia6 tap~tred c9aMS ~' kN ~~~ ~ pa~I Mr FMoemlteyr TiEE Aaoountnumber: 57-1289-9a96 URAD OBpaJ1993 OwrdraR Propotbn Provided ey: Nrt9aae !MO M ea9rMaN oaaNrdt Drebarelr wOel 1~97ry t>~nM~ OeYO~Na and t-MCIU and dlrr p~pn dtM addNfoa~ d~dudba trl~n~o~i .00 200.001.00 37.00 199,964.00 Av~ner, m~bN CMryirs trbna all hn 199,986.40 •~ N1 ~1I Chablald/ ChnekGMPOS ChrrekCnW9nnlanrd rllkdrawal~ YW~d tranrrrdlem PO9 PIN tran>tatlons 1 0 0 TdN ATM ATM trenarrdbns ATM tranoddlons 4irarrdlons ___ ......r._._ _O 0 0 ~~ d OtMr Addkbns l p an Thera wrro 2 Depoe p~Nlls awet Olll~w AtiilMtta ~apnp gDO.Mt~N. p~ Mpwd tArodt~n 08/06 400,000.00 Deposit Reference No 543896107 08~ 1.00 Branch Depork Tel 0400011403 0124 totalin db D d g n a u Tharo was 1 Other OtlteNt pniNlle~ 87.947. pay Amowd tMSerlpden 08/18 37.00 Witi-draw~l Te10400011416 0066 air ~eM• Onhi _ OB/OB 400,001.00 08/18 198,984.00 ~~ ~` '.. pNDMLT01J0677 2-000914 Free Checking Account Statement (~P`N PNC Bank Prirrlary aooount number.51-1288-9398 Pape 1 of 3 he flta ~+ 91G/OH><G1IG ~ ~~~ Numberof ertebettrs<ti 0 Free Checking Account Statement Pric mttlt 8w Ma ~~ t1V~/iB1R N 81~/s{/1811• 0004x4 HOSHER FAMILY TRT PAUL M MOSHER TTEE UITAD 00/03/1993 256 MINDING MAY CAMP HILL PA 17011-8463 ~ PTICBANK Prltnary aoooul-tnumber. 51-1288.8388 Papa 1 of 2 Nunher of enolowrer.0 For 21-hour banking, and tntwaedon or k~telwt rob Itdbrnratbn, eiptl on to PNC Bank OMine BaMdnp a< pnaoon+. 'a For gtRotrter tlervloe all 1-888-PNC-BANK Malay - Friday: 7 AM -10 PM ET Saturday & Sunday: 8 AM - 5 PM ET Paroearvlafoana~pa1b1,1~888~1OLA-PNC a>tttutlrr Pkalee aonaa ue at 1-B88-PNC-BANK ® WrMe to: Cuetom.r Service PO Bax6tt8. Pltbburph PA 15280-8738 Vbit w et pno.oom ® TODNrmiml:l-800-x31-1648 For ~ tmpY•ad clime eotr ~~ `.~~, s~~t ~y Mot>fter Famlp Trt Paul M MoeMr TTEE aoootlnt number: a1.12se-saa6 urrAao6~lssa OwrdroR Roaatlon Provldad ey: Mtaaaae PNS N aa4iMlr 8hraerkralt Maaa4latt Npimdnp oeM•e• end Crook. end oNwr t:ndina baMnoe otlwr eddldom dodooeem tralenee 199,964.00 .00 150,000.00. 49,964.00 Av~rapo monthly Chows trlsnas sM hu 109,964.00 .00 ~~ Chsdu pNd/ Chsdc Cent PCa' Chsek G~dRsnlmaN wMhdrewals sipnsd trensedlons P06 PIN gensseaons I 0 0 TofN ATM PNC 0snk OMsr Benk tremeolbM ATM hansedlons ATM eenssdlons • p 0 O ~all~ aM/Od aaar ~~/~ a~fad Chsok OeOS Rsloene s nwnesr Amount Mkt number 150,000.00 09/07 6llausst e Then b 1 dleek Iklted tatalirq OlrO ~N Otani Dots Osisnes 0rts esienas 08/7tB 199,984.00 09/07 49,864.00 nMrtsu m+_ inansa+_MUt.MMMMMM.m+~wnca Interest Checking Account Statement eNC ~ P.e 11s. prM+ N/!sl>~~• a 9ussra~+~ ~ 000136 MOSHER FAMILY TRT PAUL M MOSHER TTEE UITAD 06/03/1993 256 MINDING MAY CAMP HILL PA 17011-8463 ~ ~vc~vx primary aooount numbsr. 51-1288-9398 Papa 1 of 3 Number of enolaune:0 For 24-hour barddrlp, and traneaaion or inbnet rab MMrrtlatbn, eipn on to PNC Bank Ortlirle Banking at pnc.eom. 'Q Forwaromeraetvfceaan 1-888-PNC-BANK Monday - Friday: 7 AM -10 PM ET Saturday & Sunday: 6 AM - 5 PM ET Para eervkb en eapaAol,1-888-HOUMPNC 96etrisgF Pkteee oontaat ue at 1-888-PNC-BANK ® Wrlbto:CuetortlerServbs PO Box 809 PMbburgh PA 152309738 ~Vkrk tw at pnoaom ® TDDbrminal:l-600531-1848 Parlxsrinb kapdr~d elinau adf `~ ~ PMauIMrFMoal~iarTTEE Aooount number. 51-1268413!8 URAD 09!03/1993 Owrdwh Probation Provided ey: 41ers6eet~MO a ee6al,Mit ewdrale MbeWtt ~a ~ Bs~mm~p Opeaks rand chaelu and other Endlnp teaana otMr addkbns aduotbm balance 49,9&!.00 149,890.61 1b0,431.46 49,848.15 Average menthy Charyas hbnna and etas 49,9to.s1 .oo T.aw..aO .w ~7I ch.ok. p.kv cnaacam rob clrokprd/aankeard wkhdrasrals slansd trnnsaatbns P'O6 rIN transaetbna 1 p 0 Trial ATkI PNC bank OtMr Bank trnnsaalbaas ATM trnnsaceloras ATM transaetlens p 0 0 M of 10/25, a total of i1 ~M In Irksreet was ~ W1d thM year. Annual Paroantapa Number d days Avanspa eWbobtl Ykdd Earned yWVE) In Inbrest paned balannro-APYE IaaLrast MW this parbd O.OSX 41 49,899.49 1.49 ~~ ~ atlas ~~ s TMn wem 5 Depwlb and lhher Addkbne tobnnp i141~./f>1.H. o.u Amamt DnaApebn 09/49 49,964.00 Trnsfr To Interest Checking 09/90 .08 Interest Pymt - 004 96 APYE For 1 Days 09/!0 49,964.06 TmsfrTo Ft~ee Checking 10/05 49,964.06 Trnsfr To Interest Checking 10/45 1.4~ Interest Payment ~S PNDMLTOl~.10881369-N40YNNNNNA02-000755 Interest Checking Account Statement !K fM ~Ni N/!N>h1• N 16/!81/18'16 S For 24fiour krormotlon, slen on to PNC Bonk Onpno Bat~idn9 MOQ;HER FAMILY TRT ~ ~~ Ptknory aooount number. 51-128&9398 wseo~ ~~ sl-11;868888 - ooetlen.a P+w z of a ~Bet6 awi ii6MMM6 at66b c~.ac o.t. ia-.~. nwnb.r Ama~t pw nun,d. 339.94 lo/RY oeeosotao TMn foal cheek MMOA mg8n8 lilf~. NAM OB~MB TMro tirM 3 Other Doductk-m totaMq oab ~~ ~„~ 51481,fr1.11 09/Y9 49,984.00 'I inrE'r Fr Mere c:6ecking 09/50 49.984.08 7tntfr Fr Interco [peeking 10/Ob 49,984.08 'ilnafr PYr Ft~ee Checking ~~ `IMM sk~8~ _ .. _ d9/'Y5 49.98!. 09/30 491984.06 l0/YY 49,83.7! 09/E9 49,96!.00 10/Ob 49,984.08 ]0/Yb 49,B~b.lb roxr+ea~ PNC Online Banking https://www.onlir+ebanking.pnacom/alservlet/DepositAc6vityServlet?ac.. QPNC Online Banking ___ _._ _ __ ACCOUnt Activity Tuesday, November 02, 2010 Interest Checking XXXXXX9396 Available Balance: X49,626.15 __ _ __ Account Summary Available Balance $49,828.15 Irttereat Pakl to Date: $1.49 Ledger Balance: $49,828.15 Inbrost Paid Last Year. $0.00 PsndinyWithdrewale: $0.00 LastDepoaitAmount: 08/08/2010 Pending Deposits: $0.00 Last Statement Btlance: 1x25 2010 Account Details Nickname: Type: Tsxt Banking Nickname: Address: None Interest Checking Not Enrolled 258 WINDING WAY CAMP HILL, PA' 17011 -8483 ........ ................. ... ... . Account Alerts You currontly have no Account Alerts for this account. ___ _ _ ___.. PendMg Transactbns These transactions have been submitted to us since the last business day and are not yet posted to your account. When they have posted, they will be reflected in your Posted Transactions. Pending items may affect your Available Balance and ere not a statement of your account. Date Dasalptlon Withdrawals Deposits This account has no Pending Transactions _. ._ posted Transactbns _ Date Dascrlptlon Wlthdawa/s Deposits Balrnce 10/25!2010 INTEREST PAYMENT $1.43 $49,828.15 10/22/2010 CHECK 086929259 $339.34 $49'824'72 10/05/2010 TRNSFR TO INTEREST CHECKING $49,984.06 $49,984.08 10/05/2010 TRNSFR FR FREE CHECKING $49,984.08 $0.00 0 913 0/2 0 1 0 TRNSFR TO FREE CHECKING $49,984.06 $49,964.08 09/30/2010 TRNSFR FR INTEREST CHECKING $49,964.06 $0.00 09/30/2010 INTEREST PYMT - 0.04 % APYE FOR 1 DAYS $0.06 $49,984.08 09/29/2010 TRNSFR TO INTEREST CHECKING $49,964.00 $49,984.00 09/29/2010 TRNSFR FR FREE CHECKING $49,984.00 $0•~ 09/07/2010 CHECK 522832346 $150,000.00 $49,964.00 O Copyrfpht 2010. Tha PNC Financial Ssrvksa Group, Inc. AN Rights Rsssnrod. 11/2/2010 12:14 P11 1 of 1 New York Loft r Policy Vis:wer !! / yl.' ~~14 ,` ~. v! '.:. ~ .lam ~ .. 44984091 Insured. FRANK A MOSHER ! VIRGINW B MOSHER Pdiey Number. 0610311993 Owner: MOSHER FAMILY IRR TRUST DTD 080393 Penoy pate; Policy Status: PREM PAY Plan: SURVIVORSHIP WHOLE LIFE Paid to Dats: 0810312010 Faw 500.000.00 Amount: Tax Ouallffed: NO AD 3erles: AD089 Modified Endow: NO Prepared 0210812010 On: Issue Date: 08119/1993 :y .. yy { \ .f " ~ R ~T{ ~.[.ryYe $. ,.,I,. ~T.i ~_ Iyp(' G Y,l!~ 1t ( '~y~1. t A'..l`N~~FA~ "~~.~~~w .1~~.~ 'G~pI~~.~- .a ` Z )~~~' +{3 t Ax vn :sE tiscv , Y a Cf,lwn d C1A56 AITIMI EuDlatrrr 7 .'WARNING PDP SELECTED LOVQ 7 DFl AND EvA iM ADR ' 7 •PpP N:D IS OM tIXE t CLASS ~fTlfiN R! V~OtAE: ~ •DPL FPF DATE iS PAST 7U07 ld.F 9 DPI S TERM DATALTeEN0 1776:1 ({ { ~ ,,~{~+tN! i a~ ''f , ...7 ,~' ~. y. 3 7y '. ~ a Hsaa ,+T° .'zr'1 t`a~ , i ^ 1 1II ~ f~tl0.:. ` py~. 4• ]T ~'ViY 1~ ~1~:~ I '.:I { ' ' 1/.wL~Y .. n I ,1if .~. 1'.. ~I Pofley Cash Value: M ... 223,320.00 Polley Death Benefit: 500.000.00 PtEid Up Addkions: 8,836.33 Paid Up Addition;s 12,813.00 OPP Rider. OPP Rider. Oros Cash Value: 232,956.33 7-Year Tsrm: Oubbnding Loan(s) Term Rider(s): Amt: Lwn Inbnst Dua: Gross Death Benefit: 512,813.00 Outstanding Loan(s) Amt: Losn Interest Due: • Accumulated Ad)ust: 33,807.81 .~ Dye ''Accumulated Adjust: 32,843.28 `• Net Cash Vtllues 266.783.94 d~ (f~ Net Death Benefit: 545.256.25 • Ir:Gudes unused premium, premium dua, surrender charges, termination dividend, etc. " May be subject fo withholding >; ~R ,~~ ~ ~ ~,~I~S" •~ ,~ubi~v-T~s ~-a~ust-n ~: e$ ~s~~ ` : 7b~r yrw ; ? Inenaso In GV Of ~~ ,, +~.,~` Pafd-up Additions : 189.20 -: Total Net Annual ;` §nbf w Premium Retustd : 17,855.50 `' br' Pro-rab Dividend ~;4,''. ..fix Refund : 15,782.91 ~~'°"~' `:' CV Accumulated 33,807.81 VA4UE5 - DiVIDlfiD DlTAYLS _ pliilirnil (uMnnalloe Last Annivenary 2009 Year: Last Anniversary 28,417.95 Dividend: - 1 Tear Tenn Facc ' Amount: ~ Year Tarm Premium: DETAILS Post-Mortem "A" Dividond 17,212.85 Premium Ad)ustment Mortuary -Renewal Pr: 15,430.40 DB Accumulated Adjust: 32,643.25 111v1sle~Ms wvansbl. ' Max Dividends Available: 9,825.53 " Fedoras Withholding: '• State Withholding: • • Div Net of 11Ylthholding: 9,825.53 hnps://www.fls.newyorklifacaNflviewcr/policyWebRequest.jsp[2/8/201U 2:46:50 PM) Ncw York Life .Policy Viewer ;,: ::ruc~ : ,,, i....: . . "~i~. Last Dividend 0710612009 FederallState Gsin: Activity: Current Olrhtend Option: PAID UP ADDITIONS f' a Dhddewd =Yape11N AnNfaat ~ ~~S - Reatwn: Cg:' • As o- the Prepared On Ante shown above "Signed YYIth/plding Election /orm needed ro avoid tax wghholdings ' Outstanding Lwn Amt: - `Max Loan Available: 235,434.00 Loss Interest Due: "Federal WithhoMing: Loan Inbrest Rate: 5.63% '• Stab Withholding: Loan Type: ., Loan Value Net of 235.434.00 Withhold: Loan Iwt Mid to Date: Last Loan Activity Dafe•. Pedaral/State Gain: C-O•M Loan Repay Amt: i i' I ~,. 1 ~ I ~,,b~,. a;.' ' As o/ fire Propered On Dote shown Above " S1gr:ed iNYlN:oldtng Elecdort /orm rreeded to avoid fax withlwrding Last Anniversary Year: 2009 Last Anniwrsary 29,417.95 Dividend: Prior Year CY Increase: 19,500.00 y .o-c. ;% n. f C }~j 4W )t YGfM i'' °'Y~~r.'. M,!^'.', Ix ~ t ~"~) ~~~ 4>.'.. Base Annualized 37,030.00 Premium: Net Annualized 37,030.00 Pwmlum: Current Year CV t6000f>0 Increase Tetal P'lor Year 48,917.95 Inoreape ' ~ ~`~~ 'OPP Premiums Remitted: ~u ,: `,~ ,i,,p,~ib OPP Faee Amount Purchased: r h" a •'OPP Cash Valuer u .~ ~• , ,~~ • ' , ,~., .".,: ":oar s~.ewa . ~ '~ • OPP Rider Status: ACTIVE `,,,. .. -.-- '`-'$WT~n' t'1lrillC~rl"~c,.~,s ~r?4. .00 .00 .00 .00 .00 egtawi: oa'. OPP Moda: SINGLE LUMP SUM ' =r ,~" ' QPP AD Series: AD089 OPP .00 ^ ~~,, ,,,•- Premium: ;:'•OPP Rating: ' ° day ';' ';.: "Maybe subject ro withholding ~, ~ ''•' ~ VIItUlS, - QPT[ONAL PREMIUM LOAN DlTAILS ..;Eligible Loans Current OPL Intorast Loans: 2 Token: Rate: 0'7~ '. : ' vallrt~ __ t ~ lql~ te~Dwf~i,--- , _Oriylnd Amowwf. , CttrryM OPL tiflantajl - '; Loan balance: Total Amount Dw: °Loan Interest Dus: VIkLU~S -TAX DlTAILS Lapse Taxatlon Information 8urrander Taxation In/orntatlon htlps://www.its.newyoddife.mrtJflviewer/poticyWebRequesl.jsp[2/6/2010 2:46:50 PM] ~aa York Ldi• - F'ulicy Viewer ' FederoUSbb lain: Lapse Cost Basis: Lwpse Information As OF: .00 158,809.00 08/03@010 ' Federwl/Stab Gatn: 109.954-94 Surrender Cost tiwsls: 141,018.09 .. ~~~~ •FederaUSbte Owinx .00 I 1035 Exchange Amount: 368,783.94 1035 lxchange Cost 172,571.91 1, Easls: 'May be sub/eat to withhokkrsg '.~!: r PoRoy -romlWn: 37.030.00 PsrWl POP Amts "' put•eRPaetutt Promlum: SINGLE LUMP OPP Mede: SUM .,~' OPP Promiums .00 Cumn1 POP Stwtus: POP SEL@ "UN-OP Date: 0810312011 Last -rom Aetlvity: 07/08!2009 Next !111 Date: 08103/2010 Dehult Prom Pwy Options Sbte Jurisdiction: PA ~"' Protnlewn Suspensw Amount b ~'`~ Rewsent "fi!s paltry (s tsurendy on POP Sebet. This does NOT make the polky paid-up or ntduce the number of ,~A promlums that moat be pa/d. Premiums are assumed to bs pak by application of ~vklsnd vakns. Loan 3:3 Interest due, i/any, Is assumed to be paid with out•o/-podref wsh. A reduction /n the curronl scab could requiro sddltknal Ouhal-pocket cash oudaya in /UWre years y+,~~~t~t1~~~~~~tt~ Component: BASE PLAN Names FRANK A MOSHER /VIRGINIA 8 MOffiHER r Face Amount: 500,000.00 Dab Added: 0810311993 Issue Age: 69171 NON-SMOKER Extra Prwm ~~, Ratinga JNON-SMOKER Prom: 38,950.00 Ending Yewn _, ~~AD SeMes: AD089 Units: Ridn ID: q" Component: BASE FEES Name: FRANK A MOSHER J VIRGINIA B MOSHER `~` Faee Amount: 500,000.00 Date Added: 08103/1993 Issue Age: 69111 NON-SMOKER lxtra Pram Rating: 1N014-SMOKER Prom: 80.00 Ending Yeer: ~'; AD Series: AD089 Units: Rider ID: ~~~ PA1llt~N't,IlleRlt~`~`~,~,~`. ,..~a-a,=,4~~~~ PREMt11M8"-;:LDMBl1UtT.D BIt:1:IN6 QE7AIlS :; 3y`~?r't•~<? PREMIUMS-'i~fODIFIEt) ENDONfMfNT CONTI~tCf~EtAIL$ ~ x'~;~' MEC Status: NOT MODIFIED ENDOWMENT 1035 Exchange Status: Date Became a MEC: Accumulwtion Start hnp>: "rrr~ II>.ncrr~orklik.rnm/flviewedpolicyWebRequest.jsp~2/AR0102:46:SOPMJ PRlMIt>7b>f:±.;QHIEK-.O-MATIC.DETAICS -, !~. .'.:•.'... ..., ~ ~'~'»tXr"~~Y~'~:~' J New York Life -Policy Viewcr :~ 1 u.~, Mabrial Change Dates Dates 08/03/1983 :~~. 1 36,710. 19,476.00 35,710.00 19,478.00 2 36,710.00 19,476. 71,420.00 88,952.00 '`~ 3 35,710.00 19,476.00 107,130.00 ,428,00 3 ~ ~ 4 36,710. 18,478.00 142,540.00 77,804.00 6 35,710. 19,478. 178,550.00 97,380.00 '''' b 6 36,710. 18,478. 214,280.00 118,858.00 POLICY IS PAST SEVENTH YEAR -PLEASE CONTACT THE SERVICE CENTER FOR MORE K. MC.vS~~Y'$IF1YVt7.W: ~.O~`.'[~.G1~ •;:Sf_'.i i ~• DMwk Pnndwn Pay Pnmlum Modes ANNUAL Optbm APL Prorlsion: 2 YEAR APL Expiration Date: Available PtwMstm Loan to Next Modal Annivarsarv sellll- MONTHLY 081'09!2011 Ot2103J2011 11io:~rmlo Available Optlenal Pntnniam Lan Information ~~V\~ ~{~ ~~1-11-~1 c~~U'l i~•"~~ _ n~.~ l fit, r ~ ` ,k v'1 t~ba hY~ . di, Mn~ ~+ ti! ~~~~~'.'ar r f'~ ~'E!t7.''~"~ ! ~#~'Y / ~:~ R 1~ ~n ~ k ~v i:'. !. '`"' .~ ' ~~-'~ 08I03H983 SurvivorsMp Whole LNe Itmuranos -Primary Beneiitiary - PAUL M MOSHER AS TRUSTEEIN ~ . ., J ~{' ~, ACCORDANCE WITH TERMSOF THE MOSHER FAMILYIRREVOCABLE TRUSTDATED AUGUST 3RD, ' `~ ° ?~~ 1983 h ~{~iit.~a l~{~y.~p,Y l.'T'. "" ~ ' ` : Part t Date: ' ,`,,,,,,,,,~~z" ~ ~` ', Part If MEDICAL Part II 08Y12/1993 i ©~;f!~!• ` ^` 'i Type: Date: ~ ,3 ;, Namo: MOSHER FAMILY IRR TRUST DTD Rols: PRIMARY OWNER ;;.~~ ~ 080393 'q ~,~,,~ -Client ID: 008417182 HouseHoldlD: 0203120000161568 "~'~"~"~*` ~. ~z"~+"s'B!!'. ~SSN,Tax « •••4048 DOB: ~-s Sex: :. ,~ ~•° Address: SECURITY SAVINGS SYSTEMS INC Phone: 0r~L.Ld0f PO BOX 373 NEW CUMBERLND , PA ~'. ,7JIi,~ 17070-0373 0 PltirfWirlR,, Name: VIRGINIA 8 MOSHER /DECEASED Role: PRIMARY INSURED ~+91~L Client ID: 006398901 HouseHoldlD: O rte. sSN/Tax ..:..-3240 DOB: 11/19/1922 Sox: F O.~JI~~ ID: -0-~~.-~. Addross: Plrone: Q ~~ Nsme; FRANK A MOSHER Role: PRIMARY INSURED https:/lwww.fls.ne~~yorklife.coMflviewedpolicyWebRequest jsp(LSQ010 2:16:50 PM] Ncw York Life • Policy Viewer Cllent IDs 008398800 HouseHoldlDs D08: 02/07/1924 Phone: 717-768-1491 HOME Ssx: M SsNlTax ..._«_8888 IDs Addnas: BETHANY VILLAGE 5245 MAGNOLIA CT MECHANICSBURG . PA 17055-0000 Name: JAMES H ARNOLD CLU CHFC Code: 279431 Role. ORIGINAL Status: ACTIVE Percenh 50' Phone: 870-722-3300. Exp. 010; VALLEY FORGE GENERAL OFFICE Date: Name: BRETT J HEINRICHS Code: 319518 Roles ORIGINAL tihtuss RESIGND Psroent: 50 Phone: 100s VALLEY FORGE GENERAL OFFICE Dab: Commission N/A Polley Delivery Optionr Reeelsat Dates 08I31M993 Lik. Fledsh 3 Amuily Politic ._ ~~~4~~1 L...~~....J hlsps://www.fts.newyorklife.cosnlft~•fewer/policyWebRequess.jsp(2/82010 2:46:50 PM] 006417162 New roRtc uFE ro eorr 661 e Cleveland, OH 44101-0616 n+.tiwax..+o.re www•nweyorldNe.oom THIS IS NOT A BILL 170118463568 MOSHEItt FAMLY IRR TRUST DTD 090383 266 WSOINO WAY CAMP HILL, PA 17011-9463 New YoNc Lifs Insuranc® Company Annual Policy Summary Page 1 of 3 JAMES H ARNOLD (610) 722-0.100 DATE PREPARED: AU6 9, 2010 a+msn ThN anrarsl sumnlsry highhgMs the tinsrrclal sctlvhy Tor yourpp poS,y durkig the period fiom Aug 4, 2008 to Atq s, 2010. AM valu« quoted In thh statement are ^ Ncebk ar the date tlu shlsmemt was propsrod, Your fibre vaN~« may be higher or lower based on a number of factors IndudMg promlum paymenh. H$ Yea Rsprenn s~pbase your New York llfe agent hated above or one of our CuatonwK Imporlarrt Msasags to Poligrowners:73D1vidends payable In 2010 ropreser-t a reduction M the Company's dlviderrd sale rellacting last years soorrorrric environment and market corldNiorrs. For moro Mtomlatlon rp6Ming the dividend rodudbn or !c request en Intone IHustretlon, phase your New York LMs Agent halleedd above. Coverpa Insurod: Polley Number: FRANK A M08HER 44984 091 Policy Plan: Survivorehip WhoN Life Insunnee Baas Plan Death Benefit: 5600,000 Polley Data: Aug 3,1895 Premiums an Paid To: Aug 3, 2011 Annual Premium: 157,030,00 Life Insunnca Total Death Benefit on Aug 3, 2010: 1338,868.88 DNill BNNIfl! (See Page 3 for detaikt.) Poky Net Cash Value on Aug 3, 2010: 171,002.73 Cah VNuk. • (Sss Paps 3 for dateihti) Loan Oubtanding Policy Loan Balance i2g0,00Q,0O Summary "` on Aug 3, 2010: (s« Paps 3 for dstaiia.) Dlvidsnd 2010 DMDEND on Aug 3, 2010: 129,607.92 Summary """ (See Pape 3 for detalb.) During !ha pact year, your Base Plan Gwnrrtesd Cash Value increased 118,000.00 from 1214,000.00 tib 1232,000.00. In addlllon !o thb Incroase, your annual dividend was 129,807.92. For polity Informatbn and online servtcs, please visk us st ---.s www.nswyorlrlHecomlvsc PNaN refer to the Deflnidon of Tenrrs and other IMormaGon on tM roverse side of page 3. Mr 0~+ In e+e PaMay may ba suged b laratlo+, M k b narar+dered a l~« pAbr b e+e death of e+e Inerad n.payr+.d a dr loar+vak h+deaaa n+e poll6yy dne+ be++ea and ~, uaku beoauw oubdr+drp bane an daduded lean. W e+e darn ber+rk lea dNlh daYn M payable, a (M) MN pah aurrer+dw value k tlM poNey M warandMarl "'DlrbeMe are Qg euarardeed and era augad b donee by e+e baunr. Tl+aralore, M dlvWerM asdkad b your polky may bs dllnrer+t e+an 11e dhridar+er orlplrray auWaMd. New York Life Insurance Company Annual Polley Summary Policy Number: 44 8134 081 pay. 2 d s Insured: FRANK A MOSHER ~ Date Prepared: Aup S, 2010 Important ktfonrratbn about your policy: The NUMBER ONE cause d problems in proceasiny cbima is lnaxurate or invafid beneficiary designadons -Call your Apsnt TODAY ~ review yours. Important Irtionnatbn for pollcbs with loans:lt you have a policy ban andyour poficy lapses or you surrender it and the amount d the ban plus the cash surrendsrvalus is moro than the sum d pramlurns paid, You will gsneMy be Ilable for taxes on the excess. Such amount will brtaxed sa ordinary income. For policy Inlontratbn and online servke, please obit us at --s www.newyorklire.comNsc PNap n1Yr to the llNlnltbn of T~rma and other hdom~ation an the rwan» ekN of pope ~. IN~ORTANT POLICYOWNER NOTICE: To obWn an upd~Md pdiq INuNntlon bMeo on our oumwN dMdnq ~ oorMrY your apwAp). R~nwnen, Your Pa1op a ~ vaMabY uwt n ~om~ar MoY~MS tlat You emaM or npo h. You ~nowa InwnealrWy oorwet Yar opwA(q t.rd abora aar d our Curonw BuNa IMpww~lrl~ r t~ooai0-a07s. New York Life Insurance Company Annual Policy Summary Polley Numbsr: 44 984 081 n. o..~.y~m„w,A Pape ~ of 3 I Insured: FRAtrBC A MOSHER Dabs Propared:AuO 3, 2010 Lih Iraurance Detrih BMMt M Of Polly Cash Valw A~ pf Aup ~, 2010 Aup 3.2010 Bea Pion Daah BanaR Daalh Benefit of Pap up Additional Life Intunnq purehated 6Y DlvldarWa PromNmt paM btyand Au0 8.2010 awTOTAL Leu 0uhlandln0 Poor t.an eawrot Let Unpad BINtd loan Iniarett TOTAL DEATH alIfEF1T 5600,000.00 Bee Plan Ciwnnlaed Cph Value Gth Value of PaW up Additional Lib 2,tN16.00 Inturana purehated by DNidsndt X7.020.00 Promiumt paid beyond Au8 3, 2010 s6re,tNaoo wsTOrAL 200,000.00 Let Oubfandnp Policy Lan Balance aH~ Let Unpaid BNbd Loan Irdenat NET CASH VALUE ( 577,00278 may qe wbjact to taxatlon r d,s po0cy M turtendsnd a Npaed.) 1232,000.00 2,812.07 afo2o.0o mmsn 5271.542.07 200,000.00 22g.2a Loan SummOry Period from Aup ~„ 200! Dhdd6nd Summary Ae of to Aup 3.2010 Au8 S, 2010 Outtttndkp PoSay Loan Balana on Au0 4, 2000 Increeted by: Tofal Loan(q paid M Ceth OUTSITANDINO POLICY LOAN BALANC! on Aup >. 2010 (Cwrerd Loan Intaratt halt ^ 6.63% and otn ba adJutlad quarMrly) The 2010 DIVIDEND oreditad to your policy 50.00 Tha dMdard wet used h follorvt: 1) 520,507.02 provided 537.800 of 200.000.00 inenated Paid up Additional Lila Iraurance 2) U611tYq On Pntmhxn OBat PioposN (POP) paymsM arran0emant you teladed, we arnndtrtd 547,535 of Paid up LJfi Inturar~oa Death BenNti to Pay 0n 537.000.00 premium due Au0 3, 2010 ~ma~ry~~ r Parbd 1t'om Aup 3 0180 Sueumn~ of Your Period from Aup 4, 2008 to 3, 2010 Cash ~U) No aetMty durln0 the Period TOTAL DINURfeAENTB ~ Y VERIFICATION I, Paul M. Mosher, hereby verify that the statements made in the foregoing ANSWER TO PETTITON FOR CITATION TO ACCOUNT AND CTfATION are true and correct based on my personal lrnowledge or upon information and belief. I understand that false statements herein are made subject to the penalties of 18 PaC.S. §4904, relating to unswom falsification to authorities Date: 1 I - ~-10 ~~ Paul M. Mosher CERTIFICATE OF SERVICE I, Julieanne Ametrano, Legal Assistant, of the law firm of Cunningham & Chemicoff, P.C., hereby certify that a true and exact copy of the ANSWER TO PETITION FOR CITATION TO ACCOUNT AND CITATION will be served by electronic means and/or first class U.S. Mail on the following parties indicated: Ronald L. Finck, Esquire Mette Evans and Woodside PC 3401 North Front Street Harrisburg, PA 17110 By: Date: November 4, 2010 F:1Ffome~IJ VNIli0C313ECURITY SAVINGS SYS'rEMSWuwer ro Paitioo for CitYi me Ametrano Cimtion2.wpd ,. New York Lifc -Policy Viewer Polley Number: 44984091 Policy Oste: 08!03/1993 Policy Status: PREM PAY Paid to Oats: 08103!2011 Tax QuallRed: NO Modified P-ndowe NO Issue Date: 08/1911993 Insured: FRANK A MOSH£R /VIRGINIA 8 IiAO3H@Fi owner MOSHER FAMILY IRR TRUST DTD 080393 Plan: SURVIVORSHIP WHOLE LIFE Face 500,000.00 Amount; AD Selves: AD089 Prepared 11!04/2010 On: t YANNOr CALCI1lATE tKV LCHQ 7 C1ASSACTION EUO[OIL:TY: ? 'PTD IXOEEOS OPl EPF OT-REFNU Mi REq LOLE 9 OPl ANO EVA Olt Adt ~ 'OPL EFF GATE IS PAST I00] IAIE 4 Q.ASS ACT10N RESPONSE S NCfi fAkiT 90.SI5 GLO m GAIN ON LAPSE 1CBI. 10 OPl tt e3, ~~ ~'qtp A 3' g (Wj M ",~ .. c „ s~ Yr z ,s : S nix. °~:~..~`.r/ .}~R"g ~+,~r ~ yyw"~4a . a y~~ty 1 ,,~ Policy Cash Value: 238,330.00 Poitey Death eenorit: Paid Up Additions: 2,312.07 Paid Up Additions: OPP Rider: t)pP Rider: Groaa Cash Vaiw: 238,642.07 i-Year Term: Cutstandtng Loan(s) .200,004.09 Term Rider(s): amt: Loan Interest Due: -2,889.D4 Gross Doath ®enerit: Outstanding Lean(s) Amt; Loan Interest Due: ' Accumulatod Adjust: 35,323.39 " Accumulated Adjust: `• Net Cash Vatw: 71,094.33 Ne! Death Beneritl includes unused promium, promium due, surrender charges. termination dividend, etc. " May ba sub/ec/ to wllhholding Increase In CV Of Paid•up Additions Total Net Annual Promtum Rofund Pro-rate Dividend Refund s CV Accumulated aajust•. 41.55 27,595.13 7,688.71 35,328.38 Past•Mortem "A" Dividend Promtum Adjustment Mortuary -Renewal pr: Last Anniversary Year: Last Anniversary Dividend: i Year Term Face Amount: 1 Year Term Promtum: 500,000.00 2,868.00 502.968.00 -300,004.D9 -2,889.04 34,746.51 334,841.38 10,058.61 24,887.90 Dti Accumulated Adjust: 34,746.51 2010 `Max Dividends Avaitabio: 29,507.92 " Federal Withhoiding: " State Withholding: •` Dlv Nst of Withhoiding: 2,353.62 2,353.82 htlps:l/www,lte.nelvyaklife.conJftviewer/potwyWebRequesljsp?requestNlunbel-449G40918cautoSubmil=vue[! t/4120i0 8:40:30 AM] I. New York Life -Policy Viewer Last Dividend 07108!2010 Federal/Stato Gafn: ` ~+~ Activity: ~ 3 ~ ~ •y~'`xk'6 * ~~ eggs 6urcant Dividand Option: PAID UP AOOITION3 a r,~-~',i,~~Divldmd asuspanao Alnawnt 8 , . ~, ~ ~~~ m,(kewsan: e~ ~~ -'As of the Preparod On Date shown above ~~?~,~,~; ~, ~ ••Signsd Wlfhhaiding Election loan needed to avoid tax withhoMings s,, ~...._...,_. --. Outstanding Laan Amt: _. 200,004.08 • Max loan Available• 38.358.00 loan Interest due: 2,869.Od '• Federoi 1Nithholding: Loan Interest Rates 5.6391 •• State Withholding: ., Loan Value Net of 38 358.00 Loan Type: , Withhold: Loan int Paid to Date: 08103!2010 Last Losn Activity 10/21/2010 Federa1/8tate Dain; Date: C•d•M Loan Repay Amt: ' , i is ~,I.tt, Ra" :'A i+ _ 2010 .,. 4.09 `As of the Prepared On Date stsawn Above " Sipnsd Withholding Election hum neadatl to avoid tax withholding Last Anniversary Year. 2010 Last Anniversary 29,507.92 Dividand: Prior Year CV Increase: 18,000.00 Total Prior Year 4750782 OPP Premiums Remitted: OPP Foce Amount Purchassds ••DPP Cash Vdues QiP'-ttti °° OPP Ridor Status: ACTIVE OPp AD Seriea: AD089 OPP Ratings •• Maybe subject ro withholding ibis 2 Loans Taken: LOAn B6IARCe: Loan Interest pue: 8aee Annualized 37,030.00 Premium: Net Annuaiixed 37,030.00 Premium: Curcent Year CV 17000 00 increase: 3'Cifrrailf"lt~rri'r°' Pr`Jor4.Y.wn' .00 .00 .00 .00 .00 p~tlablr OPT: ;' OPP Modes SINGLE LUMP SUM OPP ,00 Premium: Currant OPL interest Rate: Total Amount Due: 0.78% helps:!Jwww.tts.nea~yarklifc.condttviawedpoiioyWebRequest.jsp?rcquessNumber~44964091&sutoSubmitmtrue[ I 1/4!2010 8:40:30 AMJ Ncw Yank [:ife -Policy Viewer ° ,.~r~~ * Fe¢arallstats Oalns ~~ ~~<~ y ~'~~' t.apsa Cost 8as1a: `~ ~ S h yt.apae Infarmatlan As p* ~i~ 4d l4 ~ V": ,~~ 'May be sub/sct ro wlthhoMinp 1038 Exchange Cast 71,094.33 Basis: ;',_;, 34,453:00 .00 08/03!2011 Premium Mados ANNUAL Policy Premium: 37.030.00 Partial POP Arnt: Out~ot~Pockst Pramlum: OPP Moda: SINGLE LUMP SUM OPP PranUum: .00 ' Redatall8tate Oaln: 117,158.48 Surrender Cost Basta: 149,120.29 'Rede-al/Statr Gain: 109,489.73 103sf Exchange Amount: 71,084.33 Current POP Status: "*POP Date: 0810312013 Last Prem Activity: 07/0812010 Next BiII Data: 08!03!2011 Datault pram Pay Oplian: 8tata Jurisdiction: PA Suspense Amount 6 Reason: '*Besed on our current dividend seek, whieh Is not puaranfeed, no ouf•ol-pocket cash p~smium payment Is requirod with fire anniversary data shown. 7isis does NO1' make the pokeypaid-ap a' reduce the nur»bar of premluma that must be peki: Prem/ums ere assumed ro ba paid by appNcation of dividend values. 4oan interost due, I/ any, k assumed to be paid with ouhof-pocket cash, A roduction In the eteaent scale could taqulro adtlifkxra! out-of-pocket cash outlays In Juture years Mhiltigr t+iampo~nrnes Component: BASE PLAN Name: FRANK A MOSHER l VIRGINIA B MOSMER Race Amount: 500,000.00 Data Added: 08103/1993 Issue Aga: 89171 NON-SMOKER Extra Pram Rating: /NON-SMOKER Pram: 38,950.00 Ending Years ~`iAD esrlos: ADO89 Units: Rider ID: Component: BASE FEES Narne: FRANK A MOSHER /VIRGINIA 8 MOSNER Face Amnunt: 500,000.00 Data Added: 08/03/1993 Issue Aga: 89171 NON-SMOKER Extra Prem Rating: /NON-SMOKER Prem: 80.00 Ending Year: SAD ffiarias: AD089 Units: Rider ID: lutes:fiwww.tts.newyorklifacom/fn~iewer/pnlicyWebRequesi jsp7roquestlVumbe:~4496409t8tsutoSubnrit~7uc[11/412010 8:-00:30 AM) ~. New York Life-Policy Viewer { ;. ;1035 Exchange Status: ~ E ~r"~~T~p`~Date Became a MEC: ` # «~b.r`,~ ~~k~Material Chehge Date: POLICY IS PAST INFORMATION i ;ii E, ,;, '~ `' 3 ,y: ~ ~ .,a. „~, ,.~ µ.. Y .: i "; ,~ I; ,!z. ~( Accumulation Start 1]810311993 - PLEASE CONTACT THE SERVICE CENTER FOR MORE ?etault Pramlum Pay premium Mode: ANNUAL sptlon: tpL provision: 2 YEAR APL Expiration Date: Available Premium Loan to Next Modal Amtlvenery SEMI- 02/03/2012 -NNVAL QQ ARTERLY 11/03/2011 37.030.OOfl 37 231,273.31 e..~u.wr. nnflnnel er..nlu.n Lesn In/eret,tien J V~~~ ~~ '~ ~ R Atfl ~~ r~ b Sll If ~~~e ~F4xlutil YM~R ~.~y "i " ~ ~,~ ~~ ~~ ~;~ g,.in I t i ~: ~g ' V .00 .00 .00 ~4"iw'+: ~.:6.«?se~"..J.aTM~~b,.i" ~.~ .~n3~~iyS~~~M'"4w:#:SX:'MGlr.~ .. `1}~g.. i .T. al. .' i' . 08/03/1993 Survivorship Whole Lifs Insuranos- Ptfmary Bonalk:iary - PAVL M MOSHER AS TRU$TEEIN ACCORDANCE WITH TERMSOF THE MOSHER FAMILYIRREVOCABLE TRUSTDATED AUGUST 3RD, 1993 Part 1 Dat@: Part ll MEDICAL Part 11 06/22/1993 Type; Date: Names: MOSHER FAMILY IRR TRUST DTD Role: PRIMARY OWNER 080393 Client ID: 008417182 NouseHoldID:1003120000289492 SSN1Tax : ••4048 DOB: Sox: ID: Address: 256 WINDING WAY Phane: 717.843-9793 BUSINESS CAMP HILL , PA 717-763-0834 HOME 17011-8483 Name: VIRGINIA S MOSHER 1 DECEASED Roi®: PRIMARY INSURED Client ID: 008398901 HouaeHoldlD: SSN/Tax ..:..-3240 DOB: 11/19/1922 Sax: F i0s hnps:l/www.fts.newyaktife.eom/ttviewedpolu:y WebRcquestjsp?nyuestNumber449G40918cautoSubmit=true[ 11 /4/2010 8:40;30 AM] I. Name: FRANK A MOSHER Clfsnt ID: 0083989(SO SBN17ax ID: ... ~~•~ Address: BETHANYVILLAGE 8245 MAGNOLIA CT MECHANIC39URG, PA 17055.0000 Phone: Role: PRIMARY INSURED HousoHoldlO: GOB: 02/07/1924 Phone: 717-788-1491 HOME Nsme: JAMES H ARNOLD CLU CHFC New York Life -Policy Viewer x ~; a Code: 279431 Role: ORIGINAL Status: ACTIVE percent: 50 phone: 810-722.3300 GO: VALLEY FORGE GENERAL OFFICE Exp. Date: Name: BRETT J HEINRICH9 Code: 319518 Role: ORIGINAL Status: RESIGND Percent: 50 Phone: 60: VALLEY FORGE GENERAL OFFICE Exp' Policy Oel[very Receipt Gate: 08!91/1993 Data: Commission N/A Options Sex: M hops:Hwww.lis.aowyorklife.coro/ftviewedpolicyWebRequest.jsp?rcquestNumber®d4964091c@aiaoSubmit~tn:e[ 11!4/2010 8:40: i0 A,ti!) VERIFICATION I, Paul M. Mosher, hereby verify that the statements made in the foregoing ANSWER TO OBJECTIONS TO ACCOUNTING are true and correct based on my personal knowledge or upon information and belief. I understand that false statements herein are made subject to the penalties of 18 Pa.C.S. §4904, relating to unswom falsification to authorities Date: ~ ~ ~ ~ ~U'^'`~l Paul M. Mosher CERTIFICATE OF SERVICE I, Julieanne Ametrano, Legal Assistant, of the law firm of Cunningham & Chernicoff, P.C., hereby certify that a true and exact copy of the ANSWER TO OBJECTIONS TO ACCOiJNTING will be served by electronic means and/or first class U.S. Mail on the following parties indicated: Ronald L. Finck, Esquire Mette Evans and Woodside PC 3401 North Front Street Harrisburg, PA 17110 By: Date: January 17, 2011 F:U-Iome~B]W~DOCS~SECLIRITY SAVINGS SYSTEMSWnswer to Objecbons.wpd