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HomeMy WebLinkAbout02-25-11 (2) 1505fi10'143 REY-15~~ ~``°'-'°' PA De a-tment of Revenue OFFICIAL USE ONLY p pennsylvanla copy coal rear Fae Ahimeer Bureau Of Individual Taxes D°""TM~tT1p1`"~ Po eox.~8oso~ INHERITANCE TAX RETURN 21 10 0 7 7 0 Harrisburg, PA 17128-0641 RESIDENT DECEDENT ENTER DECEDENT INFORMATION BELOW Social Security Number Date of Death Date of Birth 153 l2 7373 04 30 2010 06 22 1922 Decedent's Last Name Suffsx Decedent's First Name Mfl KLAUS HELMUT (if Appllcab(e) Enter Surviving Spouse's Information Below Spouse's Last Name Suftrx Spouse's First Name ~ NNI Spouse's Social Security Number THIS RETURN MUST BE FILED IN DUPLICATE WITH THE REGISTER OF WILLS FILL IN APPROPRIATE OVALS BELOW a 1, Original Return ~ 2. Supplemental Return 4. Limited Estate ~ 4a.~uturetnterestCornpromfse taste or aeau, aver z-1?-82} Q g. fie ~ ~ ~ ~ to a 7. q#t t pMay in ~~ ~a i.iving rr~-st g. Litigation Proceeds Received ~ 1t). man 1Z~1 ~J1 rand T•1ate954(death 3. Remainder Rehm (date of death prior fo 12-13.82) 5. Federal Estate Tax Return Required 8. Total Number of Sale Deposit Boxes 11.Etection to tax under Sec. 9113{A) (Attach Sch. O) CORRESPONDENT • THIS SECTtON MUST BE COMPLEl'fc0. ALL CORRESPONDENCE AND CONFIDS:NTIAI. TAX INFORMATtoN SHOULD 8E DIRECTED TO: Name Daytime Telephone Number AARON C JACKSON ESQ 717 234 4121 First Ilne of address 111 NORTH FRONT STREET Second line of address PO BOX 889 City or Post Office HARRISBURG State ZIP Code PA 171080889 -., ;:--? ,~ -_ ~.•~~ C~ ~. Correpsepondents a-mail address: ajackson@tuckerlanw.com mY Url-dterni§, "aoortre~ct and~~ pie ~~raatrlon ~ prepay lhanutmhe pier onal re~presetirre is~based on atdf inf~ort rr n'o v~vh~ich~pre~pa~ hag any krwv~vleedand belief, SIGWA P S RESPokSI F II~tG RETl1Ri~i DATE ~/ ~ /7 ~ ~ , ..'~ ~ - Karl E. Klaus fi6fl 6eechwovd Drive. Township Of Washinvton, NJ O7fi76 S RE PREP ER FU1H REPRESENTATNE pArE ~ ,~-~' Aaron C. Jackson Esq. ~ ~ 3 Ali AbdRESS 0 111 North Front Street, Harrisburg, PA 17108-0889 Side 1 ~..~ 15056'10143 1505fi10't 43 .~.~ c~ REtilSTER OF tl~LlSE ONLY.. .r. i-- .- ~~ ~ tJ '\ ~- 1. ..., _ ., _.,.. ~-i 7 DATE'f1LED . ~ 15058't 0243 REV-1500 EX Decedent's Soaal Security Number ~'=r~~e: Klaus Helmut i53 i2 7373 RECAPITULATION 1. Real Estate {Schedule A) ..................................................................................... 1. 2. Stocks and Bands (Schedule i3} ...................................,........................................ 2. 3. Closely Heid Corporation, Partnership or Saie-Proprietorship (Schedule C)......... 3. A. Mortgages & Notes Receivable (Schedule O} ........................................................ 4. 5• Cash, Bank Deposits & Miscellaneous Personal Properly (Schedule E) ............... 5. 14 , 8 0 9.71 6. Jointly Owned Property (Schedule F) ^ Separate Billing Requested............ 6. 7. Inter-Vivos Transfers 8 Miscellaneous -Probate ProQerty arate Billing Requested ~ Se 7 ............ p (Schedule G} . 185 , 643.8,2 8. Total Gross Assets {total Lines 1-7} ..................................................................... 8. 2 0 0 , 4 5 3.5 3 9. Funeral Expenses & Administrative Costs (Schedule H) ....................................... 9. 3 , 8 90.24 10. Mats of Decedent, Mortgage Liabilities, 8 Liens (Schedule I) .............................. 10. 6 , 577.26 11. Total Deductions {tolal Lines 9 810)... ................................................................ 11. 10 , 4 67.50 12. Net Value of Estate (Line 8 minus Line 11) .......................................................... 12. 18 9 , 98 6.03 1 g. Charitable and Governmental 8equestslSec 9113 Trusts for which an election to tax has riot been made (Schedule .1~ .....................................•--....... 13. 14. Net Value Subject to Tax (Line 12 minus Line 13) ............................................... 14. i 8 9 , 9 8 6 . 0 3 TAX COMPUTATION -SEE INSTRUCTIONS FOR APPLICABLE RATES 15. Amount of Line i4 taxable at the spousal tax rate, or transfers under Sec. 9116 15 0.00 (a)(i.2) X .00 . 16. Amount of Line 14 taxable 18 9 9 8 6.0 3 1 s. 8 ,, 5 4 9.3 7 , at lineal rate X .045 17. Amount of Line i~4 taxable 0 0 0 i 7 0. 0 0 . at sibling race X .12 . 18. Amount of Line 14 taxable 0 0 0 18 0. 0 0 . at collateral rate X .15 . 19. Tax Due .................................................................................................................. i9. 8 , 54 9 . 3 7 20. FILL IN THE OVAL IF YOU ARE REQUESTING A REFUND OF AN OVERPAYMENT. I] Sfde 2 1505810243 1505810243 REV-i5t?0 EX Page 3 FIIeNumber 21-10-0770 Decedent's Complete Address: DECEDENT'S NAME Klaus, Helmut _ STREET ADDRESS 5225 Wilson Lane - CITY - -- Mechanicsburg STATE PA zIP ---- - '[7055 Tax Payments and Credits: 1. Taz Due {Page 2, Line i9) 2. CreditslPaymenls A. Prior Payments B. Discount 8,100.00 426.32 3. Interest 4, It Line 2 is greater than Line 1 + Line 3, enter the difference. This is the OVERPAYMENT. Check box on Page 2 Llne 20 to request a refund 5. If Line 1 + Line 3 is greater than Line 2, enter the difference. This is the TAX DUE. (1) Total Credits (A + 8} (2) (3) (4) (5) 8,549.37 a,52s.32 0.05 23.10 ___ _ __ _ Make Check Payable #o: REGISTER OF YVILLS AGENT. PLEASE ANSWER THE FOLLOWING QUESTIONS BY PLACING AN "X" iN THE APPROPRIATE BLOCKS i. Did decedent make a transfer and: Yes No a. retain the use or income of the property transferred :............................................................................... ^ ^x b. retain the right to designate who shall use the prope-ty transferred or its Income :.................................. c. retain a reversionary interest; or ............................................................................................................... x d. receive the promise for life of either payments, benefits or care? ............................................................ ^ 2. If death occurred after Deoernber 12. 1982, did decedent transfer properly wlihin one year of death without receiving adequate consideration? .................................................................................................................. ^n 3. Did decedent own an °ir trust for' or payable upon death bank accwunt or security at his or her death?....... ^ ^x 4. Did decedent own an Individual Retirement Account, annuity, or other non-probate property which contains a beneficiary designation? .................................................................................................................. ~ ^ IF THE ANSVi~R TO ANY OF THE ABOVE QUESTIONS IS YES, YOU MUST COMPLETE SCHEDULE G AND FILE IT AS PART OF THE RETURN. For dates of death on or after July i, 1994 and before Jan. i, 1995, the tax rate imposed on the net value of transfers to or for the use of the surviving spouse is 3 percent (72 P.S. §9i 16 (a) {1.i) (i)j. for dates of death on or after January 1, 1995, the tax rate imposed on the net value of transfers to or for the use of the surviving spouse is 0 percent [72 P.S. §9116 (a) {1.1) (ii)). The statute does not exempt a transfer to a surviving spouse from tax, and the statutory naquir+emeMs for disclosure of assets and filing a tax return are still applicable even if the surviving spouse is the only beneficiary. Far dates of death on or after July 1, 2000: . The tax rate imposed on the net value of transfers from a deceased child 21 ears of age or younger at death to or for the use of a nature) parent, an adoptive parent, or a stepparent of the child is 0 percent [72 P.S. §9116 (a) ('i.2)]. • The tax rata imposed on the net value of transfers to or for the use of the decedent's lineal beneficiaries is 4.5 percent, except as noted in 72 P.S. §9116 1.2) [72 P.S. §9116 (a) {1)j. . The tax rate imposed on the net value of transfers to or for the use of the decedent's siblings is 12 percent [72 P.S. §9116 {a) (1.3}]. A sibling is defined under Section 9102, as an individual who has at least one parent in common with the decedent, whether by blood or adoption. Rsr-loos t:x* Is•sa) OOAWOlN4FJ4LTfi OF AElYQSYLVANN ItAIERYr'ANCE T/UC RETUgii RG61DENr OECEIlElrf SCHEDULE E CASH, BANK DEPOSITS & MISC. PERSONAL PROPERTY ESTATE OF Helmut FILE NilMBER Ali prh~~ ~jo ntt ~r~ownMwTti~thi dy t of surrirorsh~ I~ pm s! bs rfl~sclo~iedon~achsdals F. ITEM NUMBER oESCRIPTIOiV VALUE AT DATE ol= o~ATH 1 PNC Bank -Helmut Klaus Trust Account # xx-xxxx-5521 held solely by decedent. 14.503.1'[ 2 AICPA Insurance Trust -Premium refunds 150.00 3 Comcast -Cable service refund 16.18 4 Continuing Care RX -Refund 82.39 5 Newspaper -Refund 14.39 6 Westfield Insurance -Renter's insurance premium refund 43.64 TOTAL {Also enter on Line 5. Recapitulation) I 14.809.71 (if more space is needed, additional pages of the same size) Copyright (c) 2002 form software only The Lackner Group, inc. Form PA-1600 Schsdute E (Rev. 5-98) Rev1610 EX+ (6.98) SCHEDULE 6 INTER-VIVOS TRANSFERS 8 MISC. NON- ROBATE PROPERTY ~~~~~ ua~wrAtu~ Y~ut rzEStmr+ ~~~~~ ESTATE OF Klaus, Helmut FILE NUMBER 21-10-0770 This sd~edtde mvsl be oanpieted end fAed H the ensurer to any d queattona 1 tlrougb 4 on lrla reveres aide d the REV-1500 COVER SHEET is yea. ITEM NUMBER DESCRIPTION OF PROPERTY THE DUATE OAF TW WS~R.Sa races ~ cores QF ~fE QEED FOR REAL ~TniE. DATE OF DEATH VALUE OF ASSET %OF a~cus ~~EREST EXCLUSION IF APPLICABLE} TAXABLE ~/AL(~E 1 Fidelity investments -Fidelity Rollover IRA Account 127.323.15 100.000% 127,323.15 #xxx xx3092, Passes to beneficiary. 2 Fidelity Investments - Fldelity Account #xxx-xx1651. 56,320.67 100.000°/a 58.320.67 Passes to beneficiary, Helmut Klaus LivtnO Trusk TOTAL (Also enter on Line 7. Recapitulation) I 185.643.$2 (H more space is needed, additional pages or tine same size} r Copyright (c) 2002 form software only The Lackner Group, Inc. Form PA-1600 Schedule G {Rev. fi-98) DEATH CERTIFICATE ~~?~ ~3,~~!~~~` ~~ ~~ ?II~c~~M t~- ~i~plic;~t~~ tta~s ~:~~a~:ey, i..~~rat:~r~t~~t ar ~Ihcatogr~~h, . ,,•~~" .~ `'~,. • N„ ~ ' j ~ .~, 1 s/ ti ( ~t,'yl ;~ . ; ~ . s ; ~ _ ,,,r I ~_)i~~. ~, ?,;, , ~ ~+.~~~i t~°~~tl tl~~° u~r~:i~rlrr~Eion lug"+;~ ~ii~en is . . r1~L.t ~~,...,,~,)~~~fi 1,rr~,1 ~I~i ~prt ~7~1~t11 C.trtl ~~t~rl'.~. ul~ Death ~,_;I_~ t,.~,:_.:i ~,r,I,i, ;~).. <~~, ~ ;>c~(I EZt:~~,~;tr~l3~. T;;~e original I~Et.,l.'_' Gi4 '~~ i:rl ~ f~'tll:'c~ EIr t.hc ~~IaE~° Vital 1 .,.t'1; ~~I~tr'•ti r , I~} ='II~•t~~~~l'~t 1~lin~~. . _.;~,!~ ..r,'i~i i!~:I~r late' l`,~LIC.'l w, u.+~+EV n zuoo COMMONWEALTH OF PENNSYLVANIA • DEPARTMENT OF HEALTH • VITAL RECORDS TPEgh1aNENTN CERTIFICATE OF DEATH BL.1CK INK See instructions and exam les on reverse p ~ STATE FILE NUMBER 1 Name of Decedent IFust mdde. last. suttui 2 SeK 3 Joc~al Sxunry Number ~ Date of Death (Month. day, year) Helmut Klaus Male 153 - 12 - 7373 April 30, 2010 5 Aye (Last &nhday) Under t year Under t Oay 6 Date of B~rtn (Month. day, year) ) Batttplace IGry and state or for ego cournryl 4a Place of beam (Check only one) raarurs Oars rsaas hrr.nes HdspWl. Other. 8 7 Yrs. June 2 2 , 19 2 2 Ha 11 e , Germany ^ Inpauenl ^ ER - a,tpal~ent ^ DOA ®Nursug ligrkd ^ gesdence ^Omer - 5peury Bb. County of Dealn &. City Boro. Twp. of Death Bd. Fxdiry Name Ilf cwt uuWuoon, yrve sveet and rtrmberl 9. Was Decedent of Hrspanrc Orgrn? ~ No ^ Yes 10. qxe. AmP'rcart kt0an. 81au. While. aic. 111 yes, spauly CUban, (Speary~ Cumberland Lower Allen Tw Bethan Villa e h'eaK;an.Pue"dgrcan.eter White 11 Decedent s Usual Ooc t»n iKnd of work o one d un most of wdrkKl Ida. Do not state reUredl 12. Was Decedent ever m the 17 Decedents Etlucalan (Speuty only ngnest grade tump leted) 1 a. Mantel SUtus. Marned. Never Marnetl. I S Survmrg Spo use Ilt wile, gwe maden rwrw) KuW of Work Kmd of Busuwss I IrWustry U.S. Arrtutd Forces' Elementary /Secondary (0~ t 21 Careye , t -1 or 5+) Widowed. Dnorced (Spra)y) CPA Insurance ^Yea ®No 12 4 Widowed t6 Decetlern's MarWg Address (Street. ary ~ town, stare. zq code) Decedent's Dd Decedent T ,. State P e nn s y l v all i a L~~e ~, a n°. ®Yea. Deoedern load sit ~+ ylw e r Allen Twp. Actual gesdertce t7a 5225 Wilson Lane . rdwnsMp? ,?d ^ ~ ~~~~~ Mechanicsburg, PA 17055 t'bcdtrnty Cumberland Ac,,,,l,~sd cuy.tB«o t 8 Fattwr s Name 1First. nxdde. last. sullial 19. Homer s Name lFnst. md0e, maden wmante) Karl Klaus Marta Ber an 20a Irtlorrtlinl's Name (Type ; Pnnt) 20b ktlormants Maung Addreu tSUeet. ctry -town, state. zp cadet Mr. Karl Klaus 660 Beachwood Drive, Washington Township, NJ (17676 ? la Method d Drspostlton ®Cremaaon ^ Danauon 2tb. Date d Otspostnrl (Hoorn, day, year) 21c Place of Dr sposrtan Name of cemetery. crematory or Omer Axel 2ttl. Locatprt iCrry .town, state. LC code) ^ 9urtal ^ Removal from State ; Waa Cmnation « Donatlorl AIltlgri2ld ~ Ma 5 2 010 Cremation S o c i e t o f PA 1710 9 Ha r r i s b u r PA ^ oVter - specrry by Medical Eaaminer / c«onara J Yes ^ No , Y Y . g 2v a F r~ Same ,« nny as such) zzb Ucense Ntmber 2n Name and Andress °' Fxniry Zimmerman-Auer Fune ra 1 Home , Inc . - FD-010694-L 4100 Jonestown Road Harrisbur PA 17109 C.xnpete Items 23a< only when cerolyng ~3a To :nga~st sit my gtlgs. deem uaurte0 at tfw tune. date arW place stag tSgryture and anal 23D Ucense Number 23c Dale Sgned (Room. 3aY. Year) pnysreun a nq avarlaDN al acne of seam to i r1 " 3 ~ D carory cwse d dram. ~ I ' Hems 2e~26 must De competed Dy person za. rime or Deam r Z 25. Date Prortourwed Dead (Monet, day earl ~ 26. Was Case Relerred to/Medical Eaam~ner ~ Coroner fo ai Reason Otlter Than :remaoon or Donauon~ who prmaurrces dean. r ~ ~ M_ • I - ^ Yes ~f~ CAUSE OF DEATH (See inatruetfon and exsmplea) r Approurrate ~ntenal Pan It Enter Omer uoraficant cortditldns conmbuund to Beam. 28 Dd Tobacco Use CarlatDuW b DsaCt? uem 27 Pant Enter tM chart al events -diseases. uytutes or contpkcattons - mat directly caused dle tleam. DO NOT enter temttrW events such as cardiac arrest. r Onset !o Deam Dul not restYlug n dw undenyng cause yven ~n Pan i ^ Yes ^ Ptnbatey resprralory arrest. or venmCWar ItbrtaaDOn wNtOtA Sfl0wrrlg Ule elidogy. tut only oM cause On each taw r ~ 17 /V H E.f}'U N ~ ^ No ^ llrWrtowrl ~i6boo ~ewCeAxg n ~ea~tltl _~ a. INti NIA I c7~ VASwL~YL ULGL~ ~"f8f1y' ^ Due a.a as a cortaequu.nce ~: ~ b. e o ~ o ~~ r _ m ~ ~ s ; 1 I t ~ ~a t~ y e A N4 m ~ (-~ Na p wowt ~ rear ^ Pregnant at ame r>f tleaCt O I te a. 9 t ir t ~ . ~ey ~: ~- T 2 " ` °~t°~ ia~~ z ~ ^ Not preywe. da preynara wrart 32 0aya d d~ V m D V ~ ~e,- i L ere °d~~,s~ ° - o rv, rv ~~ 4 coN~, Due to for as a consequence d): ; ~ /~~ e \ ~ _ ^ Dobre oeatlt Dra pegnars v3 days w t year d r ^ lhlknOwn A gegwa wtlM tlN past yNr 30a. Was an AWOpsy 300 Were Autopsy Fusdugs 3t. Marrwr of Deam 32a. Data d Iryury (Monet. day. year) 32D. De>cnDe How inWry Oaurted 32c. Place d Iryury. ilorrre. Farm, Suset. Fanory. Pertorrtwtl? AvedabN Prgr to Compeeon ~, _. / Otlica BWdrq. aK. (:pecdyl of Cause of Deam? ^ l(~l~ry H~~ ^ Yes ^ Yes ^ No ^ AurdBrx ^ Pendetg Inves(gilgn 320. Time of Iryury 32e. Inwry al Work? 321 n Transponatan Iryury iSPeahl 32g. Lowoon d Inyrry (SVeet. crty roan, stale) ^ Swede ^ Cotrld Nq De Detemkned ^ Yes ^ No ^ Dover Gperalor ^ Passenger ^Pedesman M Omer ipacAy 33a. CerWKr tCwck only one) i ~ynaWr and 7ala of Ce per ~tMm9 PhY~tan IPhysruan certrtyxry cause of dram wMn arkxher pnysrcwt has pronautced dram antl cortgleled Item 231 , 's /f A i-. " ~ To tM best of my krwwkdge. duth occurred dw to tM cauae(a) aril rsuruter ar stated_ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ V ~ - • Pronounexg and unirying physician tPhysKwn nom prorqurkug death and cenrryiny to cause d deami To 1IM wet of my knowNdge, death occurred at tM time, data, aril place, and dw to tM causMa) aril manner as slabd_ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ ^ 3c _.cer urndet ^ ~ ^~ ~ Z ~ ~ i- J 37d Cate " .Monet. y rear) ~^ I • Medcal Eaartrrt,r I Cororw ff~~tt ~ L V On the Dasia d eaaminalion and / « investigation. m my . OeaM rx:currM at tM time, date, aril place. and dw to tM cause(s) and manner as stats4 LJ ~ •name srA address of Person Who Comp,eled Ca se of De • hem 2%~ 'ytP, roil J - ~ e Y li ae uar n n S t t b ' Fl 36 D M ~M~ l r 1 < + D 2 I-t~ N- 4~ v ~ 9~s awr nc s ~y u ~ ec Onm >ay years ale ed ~ / Disposn~nPyrmdNO 049038E W ~~~ Last Will of HELMUT .KLAUS I, HELMUT KLAUS, of Cumberland County, Pennsylvania, make this Will and revoke all of my prior wills and codicils. Article One Distribution of My Property Section 1. Pour-Over to My Living Trust All of my property of whatever nature and kind, wherever situated, shall be distributed to my revocable living trust. The name of my trust is: HELMUT KLAUS and MARYLOU KLAUS, Trustees of the HELMUT KLAUS LIVING TRUST dated August 8, 2005 and any amendments thereto. Section 2. Alternate Disposition If my revocable living trust is not in effect at my death for any reason whatsoever, then all of my property shall be disposed of under the terms of my revocable living trust as if it were in full force and effect on the date of my death. Page: 1 Section 3. Testamentary Trust If my spouse survives me, I authorize my personal representative to establish, with the assets of my probate estate, if any, or with any property distributed to any personal representative from my Trustee, a testamentary trust (or trusts) for the benefit of my spouse and my other beneficiaries under the same terms and conditions of my revocable living trust as it exists at the date of my death. I appoint the Trustee and successor Trustee named in my revocable living trust as the Trustee and successor Trustee of my testamentary trust(s). The Trustee of any testamentary trust(s) shall have all the administrative and investment powers given to my Trustee in my revocable living trust and any other powers granted by law. My Trustee shall be under no obligation to distribute property directly to Iny personal representative, but rather may distribute such property directly to t:he Trustee of the testamentary trust(s). Any property distributed to my testament~~ry trust(s) by the Trustee of my revocable living trust shall be distributed by the Trustee of my testamentary trust(s) in accordance with the terms and conditions of my revocable living trust as it exists on the date of my death. Article Two Powers of My Personal Representative My personal representative shall have the power to perform all acts reasonably necessary to administer my estate, as well as any powers set forth in the statutes in the State of Pennsylvania relating to the powers of fiduciaries. Page: 2 Article Three Payment of Expenses and Taxes and Tax Elections Section 1. Cooperating with the Trustee of My Living Trust I direct my personal representative to consult with the Trustee of my revocabble living trust to determine whether any expense or tax shall be paid from my trust. or from my probate estate. Section 2. Tax Elections My personal representative, in its sole and absolute discretion, may exercise any available elections with regard to any state or federal tax laws. My personal representative, in its sole and absolute discretion, may elect to have all, none, or part of the property comprising my estate for federal estate tax purposes qualify for the federal estate tax marital deduction as qualified terminable interest property under Section 2056(b)(7) of the Internal Revenue Code. My personal representative shall not be liable to any person for decisions made. in good faith under this Section. Section 3. Apportionment All. expenses and claims and all estate, inheritance, and death taxes, excluding a.ny generation-skipping transfer tax, resulting from my death and which are incun-ed as a result of property passing under the terms of my revocable living trust or through. my probate estate shall be paid without apportionment and without reimbursement from any person. However, expenses and claims, and all estate, inheritance, and death taxes assessed with regard to property passing outside of my revocable living trust or outside of my probate estate, but included in Iny gross estate for federal estate tax purposes, shall be chargeable against the persc,ns receiving such property. Page 2 Article Four Appointment of My Personal Representative I appoint the following to be my personal representatives: MARYLOU KLAUS, or if MARYLOU KLAUS is unwilling or unable to serve, I appoint KARL E. KLAUS. If KARL E. KLAUS is unwilling or unable to serve, I appoint WACHIVIA TRUST COMPANY. I direct that my personal representatives not be required to furnish bond, surety, or other security. I have signed this will on August 8, 2005. HELNIIIT KLAUS The foregoing Will was, on the day and year written above, published a.nd declared by HELMLTT KLAUS in our presence to be his Will. We, in :his presence and at his request, and in the presence of each other, have attested the same and have signed our names as attesting witnesses. We declare that at the time of our attestation of this Will, HELMUT KLAUS was, according to our best knowledge and belief, of sound mind and memory and under n undue d ess or constraint. W S IT S S PagE; 3 STATE OF PENNSYLVANIA ) ss. COUNTY OF CUIVIBERLAND ) We, HELMUT I~Lt~-STS, ~~(,(,(~ V ~ c~ ~ ~ l ~L COIL and ~ ~~~~ ~ ,the Testator and the witnesses, respectively, whose names are signed to the foregoing Will, having been sworn, declared to the undersigned officer that the Testator, in the presence of t:he witnesses, signed the instrument as his last Will, that he signed, and that each of the witnesses, in the presence of the Testator and in the presence of each other, signed the Will as a witness. ~ ~~ HELMiJT KLAUS ~ ~ wrr .~ WTTNES Subscribed and sworn before e by, HELMLJT US t e Testator, and by t/~. ~ t3 and ~~(~~ ~~ ~~ t:he witnesses, on August 8, 2005. ~~ ~ NOTARY P LIC Pagf; 4 TRUST THE HELMUT KLAUS LIVING TRUST August 8, 2005 Restatement dated April 24, 2008 LAW OFFICES AHRENS LAW FIRM 5521 CARLISLE PIKE MECHANICSBURG, PENNSYLVANIA 17050 Copyright ©2005 Ahrens Law Firm The Helmut Klaus Living Trust Table of Contents Article One Establishing My Trust ..................................................... 1-1 Section 1.01 Identifying My Trust .................................................................... 1-1 Section 1.02 Reliance by Third Parties on Affidavit or Certification of Trust ............................................................................................. 1-1 ................................ Section 1.03 Transferring Property to My Trust ............... - Section 1.04 Powers Reserved by Me as Trustmaker ....................................... 1-2 Section 1.05 Grantor Trust Status ..................................................................... 1-3 Article Two Family Information .......................................................... 2-1 Article Three Trustee Succession Provisions ..................................... 3-1 Section 3.01 Resignation of a Trustee .............................................................. 3-1 Section 3.02 Trustee Succession During My Lifetime ..................................... 3-1 Section 3.03 Trustee Succession After My Death ............................................ 3-2 Section 3.04 Notice of Removal and Appointment .......................................... 3-3 Section 3.05 Appointment of a Cotrustee ......................................................... 3-3 Section 3.06 Corporate Fiduciaries ................................................................... 3-3 Section 3.07 Incapacity of a Trustee ................................................................. 3-4 Section 3.08 Appointment of Independent Special Trustee .............................. 3-4 Section 3.09 Rights and Obligations of Successor Trustees ............................. 3-4 Article Four Administration of My Trust During My Incapacity....,.... 4-1 Section 4.01 Definition of My Incapacity ....................................................,..... 4-1 Section 4.02 Determination of My Incapacity .............................................,,.... 4-1 Section 4.03 Trust Distributions During My Incapacity ..............................,,.... 4-2 Article Five Administration of My Trust Upon My Death .................. 5-1 Section 5.01 My Trust Shall Become Irrevocable ..............................~.............. 5-1 Section 5.02 Administrative Trust .................................................................... 5-1 Section 5.03 Payment of My Expenses and Taxes ........................................... 5-1 Section 5.04 Restrictions on Certain Payments from Qualified Retirement Plans .......................................................................... 5-2 Section 5.05 Payment of Death Taxes .............................................................. 5-2 Section 5.06 Coordination with My Personal Representative .......................... 5-3 Section 5.07 Authority to Make Tax Elections ................................................. 5-4 Article Six Disposition of Tangible Personal Property .................... 6-1 Section 6.01 Distribution of Tangible Personal Property by Memoranda........ 6-1 Section 6.02 Distribution of Remaining Tangible Personal Property ............... 6-1 Section 6.03 Definition of Tangible Personal Property .................................... 6-1 Section 6.04 Encumbrances and Incidental Expenses of Tangible Personal Property ..............................:....................................,...... 6-2 Section 6.05 Residuary Distribution ................................................................. 6-2 Article Seven Distribution to My Wife ................................................... 7-1 Article Eight ~ Distribution to Karl E. Klaus ........................................... 8-1 Article Nine Remote Contingent Distribution .................................... 9-1 Article Ten Administration of Trusts for Underage and Incapacitated Beneficiaries .......................................... 10-1 Section 10.01 Distributions for Underage and Incapacitated Beneficiaries .....10-1 ................................. 10- Section 10.02 Methods of Distribution ............................ Section 10.03 Application of Article ................................................................10-3 Article Eleven Retirement Plans and Life Insurance Policies............ 11-1 ........................................................................ 11 Section 11.01 Retirement Plans - Section 11.02 Life Insurance Policies ............................................................... 11-3 ty y ................................................ 1 Section 11.03 Limitation on Liabili of Pa or - Section 11.04 Collection Efforts ....................................................................... 11-4 Section 11.05 No Obligation to Purchase or Maintain Benefits .......................11-4 Article Twelve Section 12.01 Section 12.02 Section 12.03 Section 12.04 Section 12.05 Section 12.06 Section 12.07 Section 12.08 Section 12.09 Section 12.10 Section 12.11 Section 12.12 Section 12.13 Section 12.14 Section 12.1.5 Trust Administration .....................................................12-1 Distributions to Beneficiaries .................................................... 12-1 No Court Proceedings ................................................................ 12-1 No Bond ..................................................................................... 12-1 Exoneration of My Trustee ........................................................ 12-2 Trustee Compensation ............................................................... 12-2 Employment of Professionals .................................................... 12-3 Exercise of Testamentary Power of Appointment ..................,... 12-3 Determination of Principal and Income ..................................,... 12-3 Trust Accounting ....................................................................... 1 Z-4 Action of Trustees; Disclaimer .................................................. 12-4 Delegation of Trustee Authority; Power of Attorney ................. 1 Z-5 Additions to Separate Trusts ...................................................... 12-5 Authority to Merge or Sever Trusts ........................................... 12-6 Authority to Terminate Trusts ................................................... 12-6 Merger of Corporate Fiduciary .................................................. 12-7 11 Section 12.16 Beneficiary's Status ................................................................... 12-7 Section 12.17 Discharge of Third Persons ........................................................ 12-7 Section 12.18 Certificate by Trustee ................................................................. 12-7 Section 12.19 Funeral and Other Expenses of Beneficiary .............................. 12-8 Article Thirteen My Trustee's Powers ..................................................~.. 13-1 Section 13.01 Introduction to Trustee's Powers ...........................................,.... 13-1 Section 13.02 Execution of Documents by My Trustee ...............................,.... 13-1 Section 13.03 Investment Powers in General ...............................................,,... 13-1 Section 13.04 Banking Powers .....................................................................,.... 13-2 Section 13.05 Business Powers ............................................... .......................,... 13-2 Section 13.06 Contract Powers .......................................................................... 13-3 Section 13.07 Common Investments ................................................................ 13-3 Section 13.08 Environmental Powers ............................................................... 13-3 Section 13.09 Farm, Ranch and Other Agricultural Powers ............................. 13-4 Section 13.10 Insurance Powers ....................................................................... 13-5 Section 13.11 Loans and Borrowing Powers .................................................... 13-5 Section 13.12 Nominee Powers ........................................................................ 13-6 Section 13.13 Oil, Gas and Mineral Interests ................................................... 13-6 Section 13.14 Payment of Taxes and Expenses ................................................ 13-6 Section 13.15 Qualified Family Owned Business Interests Deduction............ 13-7 Section 13.16 Qualified Real Property Valuation ............................................. 13-7 Section 13.17 Real Estate Powers ..................................................................... 13-7 Section 13.18 Residences and Tangible Personal Property .............................. 13-7 Section 13.19 Retention and Abandonment of Trust Property ......................... 13-8 Section 13.20 Securities, Brokerage and Margin Powers ................................. 13-9 Section 13.21 Settlement Powers ...................................................................... 13-9 Section 13.22 Limitation on My Trustee's Powers .......................................... 13-9 Article Fourteen General Provisions .....................................................~.. 14-1 Section 14.01 Maximum Term for Trusts .......................... ............................... 14-1 Section 14.02 Spendthrift Provision ................................................................. 14-1 Section 14.03 Contest Provision ........................................ ............................... 14-1 Section 14.04 Survivorship Presumption .......................................................... 14-2 Section 14.05 Divorce or Annulment ............................................................,... 14-2 Section 14.06 Changing the Situs of Administration .....................................,... 14-2 Section 14.07 Definitions ................................................................................... 14-2 Section 14.08 General Provisions and Rules of Construction ........................,.. 14-7 111 The Helmut Klaus Living Trust Article One Establishing My Trust On August 8, 2005, I executed the Helmut Klaus Living Trust. I now wish to restate that original trust, and any amendments, in their entirety. This restatement, dated April 24, 2008, shall replace and supersede my original trust and all prior amendments. This is my restatement to my Living Trust, dated April 24, 2008, by Helmut Klaus (the "Trustmaker") and Helmut Klaus (the "Trustee"). Section 1.01 Identifying My Trust My trust may be referred to as "Helmut Klaus and Marylou Klaus, Trustees of the Helmut Klaus Living Trust dated August 8, 2005, and any amendments thereto." For the purpose of transferring property to my trust, or identifying my trust in any beneficiary or pay-on-death designation, any description referring to my trust shall be effective if it reasonably identifies my trust. Any description that contains the datE; of my trust, the name of at least one initial or successor Trustee and an indication that my Trustee is holding the trust property in a fiduciary capacity shall be sufficient to reasonably identify my trust. Section 1.02 Reliance by Third Parties on Affidavit or Certification of Trust From time to time, third parties may require documentation to verify the existence of this agreement, or particular provisions of it, such as the name or names of my Trustee or the powers held by my Trustee. To protect the confidentiality of this agreement, my Trustee may use an affidavit or a certification of trust that identifies my Trustee and sets faith the authority of my Trustee to transact business on behalf of my trust. The affidavit or certification may include pertinent pages from this agreement, such as title or signature pages. A third party may rely upon an affidavit or certification of trust that is signed by my Trustee with respect to the representations contained in the affidavit or certificattion of trust. A third party relying upon an affidavit or certification of trust shall be exonerated from any liability for actions the third party takes or fails to take in reliance upon the representations contained in the affidavit or certification of trust. A third party dealing with my Trustee shall not be required to inquire into the terms of this agreement or the 1-1 authority of my Trustee, or to see to the application that my Trustee makes of finds or other property received by my Trustee. Section 1.03 Transferring Property to My Trust Any person or entity may transfer property of any kind, nature and description to my trust in any manner authorized by law. (a) Initial Funding of My Trust By execution of this agreement, I transfer, convey and assign to my Trustee the trust property described on Schedule A, attached to this agreement. (b) Acceptance by My Trustee By execution of this agreement, my Trustee accepts and agrees to hold the trust property described on Schedule A, along with all other property initially transferred to it by virtue of subsection (a). All property transferred to my trust after the date of this agreement must be acceptable to my Trustee. My Trustee may refuse to accept any property. My Trustee shall hold, administer and dispose of all trust property accepted by my Trustee for my benefit and the benefit of my beneficiaries in accordance with the terms of this agreement. (c) Community Property Any community property conveyed to my trust, including the income from such property and the proceeds from the sale of such property, shall retain its character as community property during my life and the life of my wife to the same extent as if it had not been conveyed to my trust. Section 1.04 Powers Reserved by Me as Trustmaker During my lifetime, I shall retain the powers set forth in this Section in addition to any powers that I reserve in other provisions of this agreement. (a) Action on Behalf of My Trust During any period that I am serving as a Trustee of my trust, I may act for and conduct business on behalf of my trust without the consent of any other Trustee. During any period of time that my wife and I are serving together as Cotrustees, she may make all decisions and exercise all powers and discretions granted to my Trustee under this trust created under this agreement without the consent of any other Trustee. 1-2 (b) Amendment, Restatement or Revocation I have the absolute right, at any time and from time to time, to amend, restate, or revoke any term or provision of this agreement in whole or in part. Any amendment, restatement, or revocation must be in a written instrument signed by me. (c) Addition or Removal of Trust Property I have the absolute right, at any time and from time to time, to add to the trust property and to remove any property from my trust. (d) Control of Income and Principal Distributions I have the absolute right to control the distribution of income and principal from my trust. My Trustee shall distribute to me, or to such persons or entities as I may direct, as much of the net income and principal of the trust property as I deem advisable. My Trustee may distribute trust income and principal to me or for my unrestricted use and benefit, even to the exhaustion of all trust property. Any undistributed income shall be added to the principal of my trust. (e) Approval of Investment Decisions I have the absolute right to approve my Trustee's investment decisions. My approval of investment decisions shall be binding on all other beneficiaries of this agreement. Section 1.05 Grantor Trust Status By reserving the broad rights and powers set forth in Section 1.04 of this Article, I intend to qualify my trust as a "Grantor Trust" under Sections 671 to 677 of the Internal Revenue Code so that, for federal income tax purposes, I will be treated as the owner during my lifetime of all the assets held in my trust as though I held them in my individual capacity. During any period that my trust is a Grantor Trust, the taxpayer identification number of my trust shall be my social security number, in accordance with Treasury Regulation Section 301.6109-1(a)(2). 1-3 Article Two Family Information I have one child, Karl E. Klaus. All references in this agreement to "my children" are references to this child. References in this agreement to "my descendants" are references to my children acid their descendants. 2-1 Article Three Trustee Succession Provisions Section 3.01 Resignation of a Trustee A Trustee may resign by giving notice to me. If I am deceased, a resigning Trustee shall give notice to the income beneficiaries of the trust and to any other Trustee then serving. A Trustee's notice of resignation shall become effective upon the successor Trustee's acceptance of appointment. Section 3.02 Trustee Succession During My Lifetime During my lifetime, this Section shall govern the removal and replacement of my Trustees. (a) Removal and Replacement by Me I may remove any Trustee with or without cause at any time. If a Trustee is removed, resigns or cannot continue to serve for any reason, I may serve as sole Trustee, appoint a Trustee to serve with me or appoint a successor Trustee. (b) During My Incapacity During any time that I am incapacitated, my wife shall serve as my Trustee. If my wife is unable to serve for any reason, the following shall serve as my successor Trustee, in the order named: Karl E. Klaus and then Margaret P. Klaus If I am incapacitated, my wife, or if she is also incapacitated or deceased, a majority of my children may remove any Trustee with or without cause. If I am incapacitated and there is no named successor Trustee, my wife shall appoint an individual or corporate fiduciary to serve as my successor Trustee. If my wife is deceased, a majority of my children shall appoint my successor Trustee. All appointments, removals and revocations shall be by signed written instrument. 3-1 Notice of removal shall be delivered to the Trustee being removed and shall be effective in accordance with the provisions of the notice. Notice of appointment shall be delivered to and accepted by the successor Trustee and shall become effective at that time. A copy of the notice shall be attached to this agreement. Section 3.03 Trustee Succession After My Death After my death, this Section shall govern the removal and replacement of my Trustees. (a) Successor Trustees I appoint the following to serve as my successor Trustee upon my death, in the order named, replacing any then serving Trustee: Karl E. Klaus; and then Margaret P. Klaus (b) Removal of a Trustee My wife may remove a Trustee of any trust created under this agreement, with or without cause at any time. If my wife is unable to act, a Trustee may be removed only for cause, which removal must be approved by a court of competent jurisdiction upon the petition of any beneficiary. In no event shall the court petitioned to approve the removal of a Trustee acquire any jurisdiction over the trust except to the extent necessary to approve or disapprove removal of a Trustee. If a beneficiary is a minor or is incapacitated, the parent or legal representative of the beneficiary may act on behalf of the beneficiary. (c) Default of Designation If the office of Trustee of a trust created under this agreement is vacant and no designated successor Trustee is able and willing to act as Trustee, my wife shall appoint an individual or corporate fiduciary that is not related or subordinate to the person or persons making the appointment within the meaning of Section 672(c) of the Internal Revenue Code as successor Trustee. If my wife is deceased, a majority of the income beneficiaries of the trust shall appoint an individual or corporate fiduciary that is not related or 3-2 subordinate to the person or persons making the appointment within the meaning of Section 672(c) of the Internal Revenue Code as successor Trustee. If there are no income beneficiaries, then a majority of all beneficiaries shall make the appointment. Any beneficiary may petition a court of competent jurisdiction to appoint a successor Trustee to fill any vacancy remaining unfilled after a period of 30 days. By making such appointment, the court shall not thereby acquire any jurisdiction over the trust, except to the extent necessary for making the appointment. If a beneficiary is a minor or is incapacitated, the parent or legal representative of the beneficiary may act on behalf of the beneficiary. Section 3.04 Notice of Removal and Appointment Notice of removal shall be in writing and shall be delivered to the Trustee being removed and to any other Trustees then serving. The notice of removal shall be effective in accordance with its provisions. Notice of appointment shall be in writing and shall be delivered to the successor Trustee and any other Trustees then serving. The appointment shall become effective at the time of acceptance by the successor Trustee. A copy of the notice shall be attached to this agreement. Section 3.05 Appointment of a Cotrustee Any individual Trustee may appoint an individual or a corporate fiduciary as a Cotrustee. A Cotrustee so named shall serve only as long as the Trustee who appointed such Cotrustee (or, if such Cotrustee was named by more than one Trustee acting together, by the last to serve of such Trustees) serves, and such Cotrustee shall not become a successor Trustee upon the death, resignation, or incapacity of the Trustee who appointed such Cotrustee, unless so appointed under the terms of this agreement. The Trustee appointing a Cotrustee may revoke the appointment at any time with or without cause. Section 3.06 Corporate Fiduciaries Any corporate fiduciary serving under this agreement as a Trustee must be a bank, trust company, or public charity that is qualified to act as a fiduciary under applicable federal and state law and that is not related or subordinate to any beneficiary within the meaning of Section 672(c) of the Internal Revenue Code. Such corporate fiduciary shall: 3-3 Have a combined capital and surplus of at least Twenty-Five Million Dollars; or Maintain in force a policy of insurance with policy limits of not less than Twenty-Five Million Dollars covering the errors and omissions of my Trustee with a solvent insurance carrier licensed to do business in the state in which my Trustee has its corporate headquarters. Section 3.07 Incapacity of a Trustee If any individual Trustee, other than me, shall become incapacitated, it shall not be necessary for the incapacitated Trustee to resign as Trustee. A written declaration of incapacity by the Cotrustee, if any, or, if none, by the party designated to succF;ed the incapacitated Trustee, if made in good faith, shall terminate the trusteeship. Section 3.08 Appointment of Independent Special Trustee If for any reason the Trustee of any trust created under this agreement is unwilling or unable to act with respect to any trust property or any provision of this agreement, the Trustee shall appoint, in writing, a corporate fiduciary or an individual to servE; as an Independent Special Trustee as to such property or with respect to such provision. The Independent Special Trustee appointed shall not be related or subordinate Ito any beneficiary of the trust within the meaning of Section 672(c) of the Internal Revenue Code. The Trustee may revoke any such appointment at will. An Independent Special Trustee shall exercise all fiduciary powers granted by this agreement unless expressly limited elsewhere in this agreement or by the Trustee in the instrument appointing the Independent Special Trustee. An Independent Special Trustee may resign at any time by delivering written notice of resignation to the Trustee. Notice of resignation shall be effective in accordance with the terms of the notice. Section 3.09 Rights and Obligations of Successor Trustees Each successor Trustee serving under this agreement, whether corporate or individual, shall have all of the title, rights, powers and privileges granted to the initial Trustees named under this agreement. In addition, each successor Trustee shall be subject to all of the restrictions imposed upon and obligations and duties, discretionary and ministerial, given to the initial Trustees named under this agreement. 3-4 Article Four Administration of My Trust During My Incapacity Section 4.01 Definition of My Incapacity I shall be considered incapacitated during any time that, because of age, illness, mental disorders, dependence on prescription medications or other substances, or any other cause, I am unable to effectively manage my property or financial affairs. Section 4.02 Determination of My Incapacity For purposes of this agreement, I am incapacitated if I am determined to be so under any one of the following subsections. (a) Determination by Attending Physician I shall be deemed incapacitated if in the opinion of my attending physician my then existing circumstances fall within the definition of incapacity as provided in Section 4.01. I shall be deemed restored to capacity if my personal or attending physician signs a written opinion that I can manage my property and financial affairs. (b) Court Determination I shall be deemed incapacitated if a court of competent jurisdiction determines that I am legally incapacitated, incompetent, or otherwise unable to effectively manage my property or financial affairs. (c) Detention or Disappearance I shall be deemed incapacitated if I cannot effectively manage my property or financial affairs due to my unexplained disappearance or absence for more than 30 days, or if I am detained under duress. My disappearance, absence, or detention under duress may be established by an affidavit of my Trustee, or, if no Trustee is serving under this agreement, by the affidavit of any beneficiary under this agreement. The affidavit shall describe the circumstances of my disappearance, absence, or detention. under duress. A third party- dealing with my Trustee in good faith may always rely on the representations contained in the affidavit. 4-1 Section 4.03 Trust Distributions During My Incapacity During any period of time that I am incapacitated, my Trustee shall administer rriy trust and distribute its net income and principal as provided in this Section. (a) Distributions for My Benefit My Trustee shall regularly and conscientiously make appropriate distributions of trust income and principal for my general welfare and comfort under the circumstances existing at the time such distributions are made. Distributions under this subsection shall include payments for any of my enforceable legal obligations. My Trustee may also make distributions for the payment of insurance premiums for insurance policies owned by me or by my trust, including but not limited to, life, medical, disability, property and casualty, errors and omissions and long-term health care insurance policies. My Trustee is authorized to honor pledges and continue to make gifts to charitable organizations that I have regularly supported in the amounts I have customarily given. The examples included in this subsection are for purposes of illustration only and are not intended to limit the authority of my Trustee to make distributions for my benefit that my Trustee determines to be appropriate. (b) Manner of Making Distributions My Trustee may make distributions for my benefit in any one or more of the following ways: To me, but only to the extent I am able to manage such distributions; To other persons and entities for my use and benefit; To my agent or attorney-in-fact authorized to act for me under a legally valid durable power of attorney executed by me prior to my incapacity; To my guardian or conservator who has assumed responsibility for me under any court order, decree or judgment issued by a court of competent jurisdiction. 4-2 (c) Distributions for the Benefit of My Wife My Trustee may distribute as much of the net income and principal of my trust as my Trustee deems necessary for the health, education, maintenance or support of my wife. My Trustee may also distribute as much of the net income and principal as my Trustee deems necessary for the health, education, maintenance or support of other persons that my Trustee determines to be dependent on me for support. 4-3 Article Five Administration of My Trust Upon My Death Section 5.01 My Trust Shall Become Irrevocable Upon my death, my trust shall become irrevocable and my social security number may no longer be used to identify my trust. My Trustee shall apply for a separate taxpayer identification number for my trust. Section 5.02 Administrative Trust After my death and prior to the distribution of trust property as provided in the subsequent Articles of this agreement, my trust shall be an administrative trust but may continue to be known as the Helmut Klaus Living Trust. My administrative trust shall exist for a reasonable period of time necessary to complete the administrative tasks set forth in this Article. Section 5.03 Payment of My Expenses and Taxes My Trustee is authorized but not directed to pay from the administrative trust: Expenses of my last illness, funeral and burial or cremation, including expenses of memorials and memorial services; Legally enforceable claims against me or my estate; Expenses of administering my trust and my estate; and Court ordered allowances for those dependent upon me. These authorized payments are discretionary with my Trustee. My Trustee may make decisions on these payments without regard to any limitation on payment of such expenses imposed by law and may make payments without obtaining the approval of any court. No third party may enforce any claim or right to payment against my tl-ust by virtue of this discretionary authority. My Trustee shall not pay any administrative expenses from assets passing to an organization that qualifies for the federal estate tax charitable deduction or to asplit-interest charitable trust or from the net income of property qualifying for the estate tax marital deduction, if such payment would result in a reduction in the estate tax marital deduction available to my estate under Section 2056(b) 5-1 of the Internal Revenue Code or violate the provisions of Treasury Regulation Section 2Q.2056(b)-4(d). My Trustee shall pay death taxes out of the principal of the trust property as provided in Section 5.05. If, however, a probate estate is opened within six months from the date of my death, my Personal Representative shall pay claims, expenses and death taxF;s from my probate estate to the extent that the cash and readily marketable assets included in my probate estate are sufficient to pay such items unless my Trustee has already paid them. Section 5.04 Restrictions on Certain Payments from Qualified Retirement Plans The "designation date" shall mean September 30 of the calendar year following the calendar year in which my death occurs, or on or after such other date as shall be established. by Treasury Regulations or other tax law authority as the final date for determining whether this trust meets the requirements for treatment of the trust's beneficiaries as if they had been named directly as beneficiary of any qualified retirement plan payable to this trust. Notwithstanding any other provision of this agreement or state law to the contrary, my Trustee may not, on or after the "designation date", distribute to or for the benefit: of my estate, any charity or any other non-individual beneficiary any qualified retirement benefit payable to a trust created under this agreement. It is my intent that all such qualified retirement benefits held by or payable to this trust on or after the designation date be distributed to or held for only individual beneficiaries, within the meaning of Section 401(a)(9) of the Internal Revenue Code. Accordingly I direct that qualified retirement benefits not be used or applied on or after the designation date for payment of my debts, taxes, expenses of administration or other claims against my estate or for payment of estate, inheritance or similar transfer tai;es due on account of my death. This paragraph shall not apply to any bequest or expense that is specifically directed to be funded with qualified retirement benefits. Section 5.05 Payment of Death Taxes For the purposes of this Article, the term "death taxes" shall refer to any taxes imposed by reason of my death by federal, state or local authorities, including but not limited to estate, inheritance, gift, and direct-skip generation-skipping transfer taxes. For purposes of this Section, death taxes shall not include any additional estate tax imposed by Section 2031(c}(5)(C), Section 2032A(c) or Section 2057(f} of the Internal Revenue Code or any other comparable recapture tax imposed by any taxing authority. Nor shall death taxes include any generation-skipping transfer tax, other than a direct skip generation-skipping transfer tax. 5-2 Except as otherwise provided in this Section or elsewhere in this agreement, my Trustee shall provide for payment of all death taxes from the administrative trust without apportionment. My Trustee shall not seek contribution toward or recovery of arty such payments from any individual. (a) Protection of Exempt Property In no event shall death taxes be allocated to or paid from any assets that are not included in my gross estate for federal estate tax purposes. (b) Protection of the Marital Deduction Notwithstanding anything to the contrary in this agreement, no death taxes shall be paid from or allocated to any property qualifying for the federal estate tax marital deduction. (c) Protection of the Charitable Deduction Notwithstanding anything in this agreement to the contrary, no death taxes shall be allocated to or paid from any assets passing to an organization that qualifies for the federal estate tax charitable deduction, or from any assets passing to asplit-interest charitable trust, unless my Trustee has first used all other assets available to my Trustee to pay the taxes. (d) Property Passing Outside of My Trust Death taxes imposed with respect to property included in my gross estate for death tax purposes but passing outside of my trust shall be apportioned among the persons and entities benefited in the proportion that the taxable value of the property or interest bears to the total taxable value of all property and interests included in my gross estate for death tax purposes. The values to be used for the apportionment shall be the values as finally determined under federal, state or local law as the case may be. I direct that any death tax paid as a result of the inclusion in my taxable estate of property held in a qualified terminable interest property "QTIP" trust created for me by my wife be apportioned to and collected from the assets of the QTIP trust as provided in Section 2207A of the Internal Revenue Code. Section 5.06 Coordination with My Personal Representative The following provisions are intended to help facilitate the coordination between my Personal Representative, if any, and my Trustee. These provisions apply even if my Personal Representative and my Trustee are the same person or entity. S-3 (a) Reliance on My Personal Representative My Trustee may rely upon the written request of my Personal Representative for payments authorized under this Article and the amounts included in such payments without computing the sums involved. If a payment is made under this Article to my Personal Representative, my Trustee shall not have any duty to inquire into the application of the payment. (b) Receipt of Probate Property My Trustee may accept or decline any distributions of property tendered to my Trustee by my Personal Representative. As to property deemed acceptable by my Trustee, my Trustee may accept the property without audit and without obligation to review the records of my Personal Representative. (c) Purchase of Assets from and Loans to My Probate Estate My Trustee is authorized to purchase and retain, as an investment for my trust estate, any property that forms a part of my probate estate. My Trustee may make loans, with or without security, to my probate estate. My Trustee shall not be liable for any loss suffered by my trust as a result of the exercise of the powers granted to my Trustee in this subsection. (d) Discretionary Distributions to My Personal Representative My Trustee is authorized to distribute to my probate estate, as a beneficiary of this trust, cash or other trust property, including accrued income, to whatever extent my Trustee determines it to be in the best interests of the beneficiaries of my trust. Section 5.07 Authority to Make Tax Elections Following my death, I authorize my Trustee to make tax elections as provided in this Section. If, however, a personal representative is appointed for my probate estate and as my Personal Representative is the recipient of specific statutorily delegated authority relative to any tax election, the discretionary authority granted my Trustee relative to the tax election shall be subordinate to the statutorily delegated authority. (a) Tax Elections My Trustee's authority to make tax elections shall include, but shall not be limited to, the right to choose the alternate valuation date, the right to elect whether to take administration expenses as estate tax deductions or income tax deductions, the right to allocate my unused generation-skipping exemption to all or any portion of the trust property, the right to make 5-4 special use valuation elections, and the right to defer payment of all or any portion of any taxes. My Trustee may elect to treat my administrative trust as part of my estate for federal or state income tax purposes or both. My Trustee may elect to have trust property qualify for the "family owned business deduction" authorized under Section 2057 of the Internal Revenue Code. My Trustee may enter into any agreement on behalf of my trust that is necessary to validly make such election under the Internal Revenue Code. My Trustee may make equitable adjustments between income and principal on account of any tax elections made by my Trustee. (b) Allocation of GST Exemption My Trustee may elect to allocate or not allocate any portion of the available GST exemption under Section 2631 of the Internal Revenue Code, or a counterpart exemption under any applicable state law, to any property of which I am the transferor for generation-skipping transfer tax purposes, including any property transferred by me during my life as to which I did not make an allocation prior to death. The exercise of such discretion shall be based on the transfers, gift tax returns and other information known to my Trustee, with no requirement that allocations benefit the various transferees or beneficiaries equally, proportionally, or in any other particular manner. (c) Qualified Conservation Easements My Trustee may create a qualified conservation easement, as defined in Section 2031(c}(8)(A) of the Internal Revenue Code in any land held by my trust and make the necessary election provided by Section 2031(c)(6). 5-5 Article Six Disposition of Tangible Personal Property Section 6.01 Distribution of Tangible Personal Property by Memoranda I reserve the right to make dispositions of items of tangible personal property by a signed written memorandum executed after I sign this agreement that refers to my trust and lists items of tangible personal property and designates the beneficiary of each item. If I execute a memorandum, the memorandum is to be incorporated by reference into this agreement to the extent permitted by law. I direct that upon my death, my Trustee distribute the items of tangible personal property listed in the memorandum, together with any insurance policies covering such property and claims under such policies, as provided in the memorandum. Should I leave rriultiple written memoranda that conflict as to the disposition of any item of tangible personal property, the memorandum with the most recent date shall control as to those items that are in conflict. If the memorandum can not legally be incorporated by reference, the memorandum shall then. be treated as an amendment to my trust and I request that my Trustee follow my wishes and distribute the items of tangible personal property listed in the memorandum according to its terms. Section 6.02 Distribution of Remaining Tangible Personal Property My Trustee shall distribute any tangible personal property not disposed of by a ~-~vritten memorandum to my wife, if she survives me. If she does not survive me, my Trustee shall distribute such property as provided in the Articles that follow. Section 6.03 Definition of Tangible Personal Property For purposes of this Article, my tangible personal property shall include but :not be limited to my household furnishings, appliances and fixtures, works of art, motor vehicles, pictures, collectibles, personal wearing apparel and jewelry, books, sporting goods, and hobby paraphernalia. My tangible personal property shall not include any property that my Trustee, in it:s sole, absolute and unreviewable discretion, determines to be part of any business or business interest owned by me or my trust. 6-1 If my Trustee receives property to be distributed under -this Article from my probate estate or in any other manner after my death, my Trustee shall distribute the property, free of trust, in accordance with this Article. The fact that an item of tangible personal property was not received by my trust until after my death shall not affect the validity of the gift. If property to be distributed under this Article is not part of the trust property upon my death and is not subsequently transferred to my Trustee from my probate estate or in any other manner after my death, then the specific distribution of property made in this Article shall be considered null and void, without any legal or binding effect. Section 6.04 Encumbrances and Incidental Expenses of Tangible Personal Property My Trustee shall distribute property under this Article subject to any liens, security interests or other encumbrances on the property. My Trustee shall pay, as an administration expense, the reasonable expenses of storing, insuring, packing, transporting and otherwise caring for my tangible personal property until each item of property is actually delivered to the appropriate beneficiary. Section 6.05 Residuary Distribution Any tangible personal property not distributed under this or prior Articles ~of this agreement shall be distributed as provided in the Articles that follow. 6-2 Article Seven Distribution to My Wife If my wife survives me, my Trustee shall distribute any remaining trust property to my wife outright, free of trust. If my wife does not survive me, the remaining trust property shall be administered as provided in the subsequent provisions of this agreement. 7-1 Article Eight Distribution to Karl E. Klaus My Trustee shall distribute my trust property to Karl E. Klaus outright, free of trusl:. If Karl E. Klaus is deceased, my Trustee shall distribute the remaining trust proferty to his descendants, per stirpes. If Karl E. Klaus has no living descendants, my TrustE;e shall distribute the remaining trust property as provided in Article Nine. 8-1 Article Nine Remote Contingent Distribution If, at any time after my death, there is no individual beneficiary then qualified to receive final distribution of the trust estate or ar~y part of it under the foregoing provisions of this agreement, then my Trustee shall distribute the portion of the trust estate with respect to which the failure of qualified recipients has occurred as follows: Beneficiary Margaret Kirk Platt Klaus Share 3/9 If Margaret Kirk Platt Klaus does not survive me, her share shall be divided as follows: '/z to Louise Gale Horstic and 1/z in equal shares to Linda May Horstick, William Albert Horstick, Judith Gale Horstick White, per stirpes. Louise Gale Horstick 3/9 If Louise Gale Horstick does not survive me, her share shall be divided as follows: 1/z to Margaret Kirk Platt Klaus and 1/z in equal shares to Linda May Horstick, William Albert Horstick, Judith Gale Horstick White, per stirpes. Linda May Horstick 1/!~ William Albert Horstick 1/!~ Judith Gale Horstick White 1/!~ If either Linda May Horstick, William Albert Horstick, or Judith Gale Horstick White do not survive me, their share shall be added to the shares of the surviving sibling. 9-1 Article Ten Administration of Trusts for Underage and Incapacitated Beneficiaries Section 10.01 Distributions for Underage and Incapacitated Beneficiaries Whenever my Trustee is authorized or directed to make a distribution to a beneficiary who is younger than 18 years of age, is incapacitated or who is, in my Trustee's opinion, unable to manage the distribution properly, my Trustee may either make the distribution or retain the amount to be distributed in any manner my Trustee may determine advisable, including any of the methods set forth in the following Section. I request, but do not require, that before making a distribution to a beneficiary, my Trustee, to the extent that it is both reasonable and possible, consider the ability the beneficiary demonstrated in managing prior distributions of trust property. Section 10.02 Methods of Distribution My Trustee may distribute or retain trust property in any one or more of the following methods for the benefit of any beneficiary subject to the provisions of this Article: (a) Distribution to Beneficiary My Trustee may distribute trust property directly to the beneficiary. (b) Distribution to Guardian or Conservator or Family Member My Trustee may distribute trust property to the beneficiary's guardian, conservator, parent or a family member or other person who has assumed the responsibility of caring for the beneficiary. (c) Distribution to Custodian My Trustee may distribute trust property to any person or entity, including my Trustee, as custodian for the beneficiary under the Uniform Transfers to Minors Act, or similar statute. (d) Distribution to Other Persons or Entities My Trustee may distribute trust property to other persons and entities for the use and benefit of the beneficiary. 10-1 (e) Distribution to Agent under Durable Power of Attorney My Trustee may distribute trust property to an agent or attorney-in-fact authorized to act for the beneficiary under a legally valid durable power of attorney executed by the beneficiary prior to the incapacity. (f) Retention in Trust My Trustee may retain trust property in a separate trust for the benefit of the beneficiary until the beneficiary attains 18 years of age or, in the opinion of my Trustee, is no longer incapacitated (as the case may be). My Trustee shall distribute as much of the net income and principal of any trust created under this subsection that my Trustee deems necessary or advisable for the health, education and maintenance of the beneficiary for whom the trust was created. My Trustee shall accumulate any undistributed net income and add such income to principal. When the beneficiary for whom a trust is created under this subsection attains 18 years of age or is no longer incapacitated (as the case may be}, the beneficiary may withdraw from the trust at any time or times any portion or all of the accumulated trust income and principal. The beneficiary for whom a trust is created under this subsection shall have the testamentary general power to appoint all or any portion of the principal and undistributed income remaining in the beneficiary's trust at his or her death among one or more persons or entities, including the creditors of the beneficiary's estate. The beneficiary shall have the sole and exclusive right to exercise this general power of appointment. I intend that this testamentary power of appointment be a general power of appointment as defined in Section 2041 of the Internal Revenue Code. If the beneficiary fails to validly exercise this testamentary general power of appointment, my Trustee shall distribute the balance of his or her trust property to the then living descendants of the beneficiary, per stirpes. If the beneficiary has no then living descendants, my Trustee shall distribute the beneficiary's remaining trust property per stirpes to the living descendants of the beneficiary's nearest lineal ancestor who was my descendant or if no such descendant is then living, to my then living descendants, per stirpes. If I have no then living descendants, my Trustee shall distribute the remaining trust property as provided in Article Nine. 10-2 Section 10.03 Application of Article Any decision made by my Trustee under this Article shall be final, controlling and binding upon all beneficiaries subject to the provisions of this Article. The provisions of this Article shall not apply to distributions to me or to my wife from any trust established under this agreement. 10-3 Article Eleven Retirement Plans and Life Insurance Policies The provisions of this Article apply to qualified retirement plans and insurance policies owned by or made payable to my trust. Section 11.01 Retirement Plans The provisions of this Section apply to qualified retirement plans. (a) Rights of My Trustee Subject to the provisions below pertaining to distributions from qualified retirement plans, my Trustee may exercise the right to determine the manner and timing of payments (by lump sum or otherwise) of qualified retirement plan benefits that are permitted under qualified retirement plans and are consistent with the federal income tax rules regarding required minimum distributions under Section 401(a)(9) of the Internal Revenue Code. My Trustee may make a qualified disclaimer of any qualified retirement benefits or non-qualified annuity benefits payable to my trust. My Trustee shall not be liable to any beneficiary for the death benefit election selected or for any decision regarding the disclaimer of any qualified retirement benefits payable to my trust. (b) Distributions from Qualified Retirement Plans to my Wife To the extent that all or part of any .tax-favored retirement plan is allocated to my wife, my Trustee may (and shall, if requested to do so by my wife) cause the plan (or part thereof) to be paid directly from the plan to my wife as beneficiary, or shall (if so requested by my wife) cause the plan (or part thereof) to be transferred directly from the plan into another retirement plan in my wife's name, without the intervening step of transferring it to the this trust. (c) Distributions from Qualified Retirement Plans to Trusts Each year, beginning with the year of my death, if any trust created under this agreement becomes the beneficiary of death benefits under any qualified retirement plan, my Trustee shall withdraw from the trust's share 11-1 of the plan, in each year, the required minimum distribution required under Section 401(a)(9) of the Internal Revenue Code. My Trustee may withdraw such additional amounts from the trust's share of the plan as my Trustee deems advisable; but, only if the dispositive terms of the trust authorize my Trustee to immediately distribute the withdrawn amount as provided below. My Trustee shall immediately distribute all net amounts withdrawn to My descendants, per stirpes, who are beneficiaries of such trust; and If no descendant of mine is a beneficiary of the trust, then to the income beneficiaries of such trust in equal shares. Amounts required to be withdrawn and distributed under this Section shall, to the extent they are withdrawn and distributed, reduce mandatory distribution amounts under other provisions of this agreement that otherwise require distribution of all of the income of the trust. The purpose of this Section is to insure that the life expectancy of the beneficiaries of the trust may be used to calculate the minimum distributions required by the Internal Revenue Code. This Section shall be interpreted consistent with my intent despite any direction to the contrary in this agreement. (d) Minimum Required Distribution In administering my trust, the minimum required distribution for any year shall be, for each qualified retirement plan, the greater of (1) the value of the qualified retirement plan determined as of the preceding year-end, divided by the applicable distribution period; and (2) the amount that my Trustee shall be required to withdraw under the laws then applicable to the trust to avoid penalty. If I die before my required beginning date with respect to a qualified retirement plan, the applicable distribution period means the life expectancy of the beneficiary. If I die on or after my required beginning date with respect to a qualified retirement plan, the applicable distribution. period means the life expectancy of the beneficiary, or (if longer) my remaining life expectancy. Notwithstanding the foregoing, if I die on or after my required beginning date with respect to a qualified retirement plan, the minimum required distribution for the year of my death shall mean (a) the amount that was required to be distributed to me with respect to the qualified retirement plan during the year, minus (b) amounts actually distributed to me with respect to the qualified retirement plan during the year. 11-2 "Life expectancy," "required beginning date" and other similar terms used in this subsection, shall be determined in accordance with Section 401(a)(9) of the Internal Revenue Code. Section 11.02 Life Insurance Policies The following provisions apply to life insurance policies owned by or made payable to my trust. - (a) Provisions During My Life During my life, I reserve all of the rights, powers, privileges, and options, with respect to any insurance policy, annuity or any other third-party beneficiary contract owned by or made payable to my trust, including, but not limited to, the right to designate and change beneficiaries, the right to borrow money, the right to surrender the policy, the right to receive any payments as owner, and the right to make any available elections. My Trustee shall have no duty to. exercise, or refrain from exercising, any rights, powers, privileges or options with respect to any insurance policy, annuity contract or other third-party beneficiary contract. My Trustee shall have no obligation to pay premiums or other contractual amounts that. may be payable under any such policy. (b) Provisions After My Death After my death, my Trustee may make all appropriate elections with respect to such policies and may collect all sums made payable to my trust or my Trustee under all such policies or contracts. My Trustee may exercise any settlement options or other options or rights that may be available under the terms of any policy or contract. My Trustee shall not be liable to any beneficiary on account of any election made by my Trustee with respect to any policy or contract. Section 11.03 Limitation on Liability of Payor Persons or entities dealing in good faith with my Trustee shall not be required to see to the proper application of proceeds delivered to my Trustee, or to inquire in1:o any provision of this agreement. A receipt signed by my Trustee for any proceeds or benefits paid shall be a sufficient discharge to the person or entity making the payment. 11-3 Section 11.04 Collection Efforts My Trustee shall make reasonable efforts to collect the proceeds of all life in:;urance policies and qualified retirement benefits payable to my trust. My Trustee may commence legal or administrative proceedings to collect the proceeds of any life insurance policy or qualified retirement benefits to which the trust is entitled; provided, however, that my Trustee need not commence any such proceedings wztil my Trustee is indemnified to its satisfaction for any expenses and liabilities it may incur in connection with the proceeding. My Trustee may settle or compromise any and all claims with respect to the collection of any life insurance proceeds or qualified retirement benefits to which my trust may be entitled. A settlement made by my Trustee shall be binding on all beneficiaries. Section 11.05 No Obligation to Purchase or Maintain Benefits Nothing in this agreement shall impose any obligation, legal or otherwise, on mE; or on my Trustee to purchase, invest, or maintain any qualified retirement plan or life insurance policy. ~ 1-4 Article Twelve Trust Ad m i n istrati o n Section 12.01 Distributions to Beneficiaries Whenever this agreement authorizes or directs my Trustee to make a distribution of net income or principal to a beneficiary, my Trustee may apply for the benefit of the beneficiary any property that otherwise could be distributed directly to the beneficiary. My Trustee shall have no responsibility to inquire into the beneficiary's ultimate disposition of the distributed property unless specifically directed otherwise by this agreement. My Trustee may make distributions in cash or in kind, or partly in each, in proportions and at values determined by my Trustee. My Trustee may allocate undivided interests in specific assets to a beneficiary or trust in any proportion or manner that my Trustee determines, even though the property allocated to one beneficiary may be differerrt from that allocated to another beneficiary. My Trustee may make these determinations without regard to the income tax attributes of the property and without the consent of any beneficiary. Section 12.02 No Court Proceedings This trust shall be administered expeditiously, consistent with the provisions of this agreement, free of judicial intervention, and without order, approval or action of any court. The trust shall be subject to the jurisdiction of a court only if my Trustee or another interested party institutes a legal proceeding. A proceeding to seek instr~~ctions or a court determination shall be initiated in the court having original jurisdiction over matters relating to the construction and administration of trusts. Seeking instructions or a court determination shall not subject this trust to the continuing jurisdiction of the court. Section 12.03 No Bond My Trustee shall not be required to furnish any bond for the faithful performance of my Trustee's duties. No surety shall be required on any bond required by any law or rule of court. 1.2-1 Section 12.04 Exoneration of My Trustee No successor Trustee is obligated to examine the accounts, records or actions of any previous Trustee or of the personal representative of my estate. No successor "Trustee shall be in any way or manner responsible for any act or omission to act on the part of any previous Trustee or the personal representative of my estate. Unless a Trustee has received notice of removal, the Trustee shall not be liable to me or to any beneficiary for the consequences of any action taken by the Trustee that would have been, but for the prior removal of the Trustee, a proper exercise by the Trustee of the authority granted to the Trustee under this agreement. Any Trustee may request and obtain from the beneficiaries or from their legal representatives, agreements in writing releasing the Trustee from any liability that may have arisen from the Trustee's acts or omissions to act and indemnifying the TrustE;e from liability for the acts or omissions. An agreement described in this paragraph, if acquired from all the living beneficiaries of the trust or from their legal representatives, shall be conclusive and binding upon all parties, born or unborn, who may have, or may in the future acquire, an interest in the trust. My Trustee may require a refunding agreement before making any distribui:ion or allocation of trust income or principal and may withhold distribution or allocation pending determination or release of a tax lien or other lien. This refunding agreement provision shall not apply to any distribution that qualifies for the federal estate tax unlimited marital deduction or the federal estate tax charitable deduction. Section 12.05 Trustee Compensation An individual serving as Trustee, other than my wife or me, shall be entitled to fair and reasonable compensation for the services rendered as a fiduciary. A corporate fiduciary serving as my Trustee shall be compensated by agreement with an individual Tru:>tee or, in the absence of an individual Trustee or in the absence of an agreement, in accordance with the corporate fiduciary's published schedule of fees in effect at the time the services are rendered. My Trustee may charge additional fees for services it provides that are not comprised within its duties as Trustee such as fees for legal services, tax return preparation and corporate finance or investment banking services. In addition to receiving compensation, my Trustee may be reimbursed for reasonable costs and. expenses incurred in carrying out its duties under this agreement. 12-2 Section 12.06 Employment of Professionals My Trustee may appoint, employ and remove, at any time and from time to time, investment advisors, accountants, auditors, depositories, custodians, brokers, consultants, attorneys, expert advisers, agents, and employees to advise or assist the Trustee in the performance of its duties. My Trustee may act upon the recommendations of the persons or entities employed with or without independent investigation. My Trustee may reasonably compensate an individual or entity employed to assist or advise my Trustee regardless of whether the person or entity shall be a Trustee of a trust established under this agreement or a corporate affiliate of a Trustee and regardless of whether the entity shall be one in which a Trustee of a trust created under this agreement is a partner, member, stockholder, officer, director or corporate affiliate or has an;y other interest. My Trustee may pay the usual compensation for services contracted for under this Section out of principal or income of the trust as my Trustee may deem advisable. My Trustee may pay compensation to an individual or entity employed to assist or advise my Trustee without diminution of or charging the same against the compensation to which the Trustee is entitled under this agreement. Any Trustee who shall be a partner, stockholder, officer, director or corporate affiliate in any entity employed to assist or advise my Trustee shall nonetheless receive the Trustee's share of the compensation paid to the entity. Section 12.07 Exercise of Testamentary Power of Appointment A testamentary power of appointment granted under this agreement may be exercised by valid will or valid living revocable trust that specifically refers to this power of appointment. The holder of a testamentary power of appointment may exerciise the power to appoint property among the permissible appointees in equal or unequal proportions, and on such terms and conditions, whether outright or in trust, as the holder of the power designates. The .holder of a testamentary power of appointment may grant further powers of appointment to any person to whom principal may be appointed, including a presently exercisable limited or general power of appointment. My Trustee may conclusively presume that any power of appointment granted to any beneficiary of a trust created under this agreement has not been exercised 1by the beneficiary if my Trustee has no knowledge of the existence of a valid will or valid living revocable trust exercising the power within 3 months after the beneficiary's death. Section 12.08 Determination of Principal and Income My Trustee may determine in a fair, equitable and practical manner how all Trl.~stee's fees, disbursements, receipts, and wasting assets shall be credited, charged, and apportioned between principal and income. 12-3 My Trustee may set aside from trust income reasonable reserves for taxes, asses:;ments, insurance premiums, repairs, depreciation, obsolescence, depletion, and for the equalization of payments to or for the beneficiaries. My Trustee may select appropriate accounting periods with regard to the trust property. Section 12.01 Trust Accounting Except to the extent required by law, my Trustees shall not be required to file annual accounts with any court or court official in any jurisdiction. Upon the written request of a beneficiary, my Trustee shall render an accounting .at least annually to the income beneficiaries of the trust during the accounting period that includes the date of the written request. The accounting shall include the rE;ceipts, disbursements, and distributions occurring during the accounting period and a balance sheet of the trust property if no tax return is filed, or may consist just of the tax return for the accounting period if a tax return is filed for the trust. In the absence of fraud or manifest error, the assent by all income beneficiaries to an accounting of an Independent Trustee shall make the matters disclosed in the accounting binding and conclusive upon all persons, both those in existence on the date of this agreement and those to be born in the future who have, or will in the future have, a vested or contingent interest in the trust property. In the case of a minor or incapacitated beneficiary, that beneficiary's natural guardian or legal representative shall give the assent required under this Section. The failure of any person to object to any accounting by giving written notice to my Trustee within 60 days of the person's receipt of a copy of the accounting shall be deemed to be an assent by such person. The trust's financial records and documentation shall be available at reasonable tirr~es and upon reasonable notice for inspection by trust beneficiaries and their representative:s. My Trustee shall not be required to furnish trust information regarding my trust to any individual, corporation, or other entity that is not a beneficiary or the representative of a beneficiary, and is not requesting the information pursuant to a valid court order. Section 12.10 Action of Trustees; Disclaimer Unless otherwise provided in this agreement, whenever I am serving as Trustee, I may make all decisions and exercise all powers and discretions granted to my Trustee under this agreement without the consent of any other Trustee. Whenever my wife and I are serving together as Cotrustees, she may make all decisions and exercise all powers and discretions granted to my Trustee under this trust created under this agreement v~~ithout the consent of any other Trustee. 12-4 When I am not serving as a Trustee, if two Trustees are eligible to act with respE;ct to a given matter, the concurrence of both shall be required for action to be taken; if more than two Trustees are eligible to act with respect to a given matter, the concurrence of a majority of my Trustees shall be required for action to be taken. A nonconcurring Trustee may dissent or abstain from a decision of the majority. A Trustee shall be absolved from personal liability by registering its dissent or abstention in the records of the trust. After doing so, the dissenting Trustee shall then act with my other Trustees in any way necessary or appropriate to effectuate the decision of the majority. Notwithstanding any provision of this agreement to the contrary, any Trustee may disclaim or release, in whole or in part, by an instrument in writing, any power it holds as Trustee, irrevocably or for any period of time that the Trustee may specify. The Trustee may make the relinquishment of a power personal to the Trustee or may relinquish the power for all subsequent Trustees. Section 12.11 Delegation of Trustee Authority; Power of Attorney Subject to the limitations set forth in Section 13.22, any Trustee may, by an instrument in writing, delegate to any other Trustee the right to exercise any power (including a discretionary power) granted my Trustee in this agreement. During the time a delegation under this Section is in effect, the Trustee to whom the delegation was made may exercise the power to the same extent as if the delegating Trustee had personally joined in the exercise of the power. The delegating Trustee may revoke the delegation at any time by giving written notice of revocation to the Trustee to whom the power was delegated. My Trustee may execute and deliver a revocable or irrevocable power of attorney granting any individual or entity the power to transact any and all business on behalf of my trust or any other trust created under this agreement. The power of attorney may grant to the attorney-in-fact all of the rights, powers, and discretion that my Trustee is entitled to exercise under this agreement. Section 12.12 Additions to Separate Trusts If upon the termination of any trust created under this agreement a final distribution is to be made to a person who is the only beneficiary of another trust created under this agreement, my Trustee shall make the distribution to the second trust instE;ad of distributing the property to the beneficiary outright. For purposes of administration, my Trustee shall treat the distribution as though it had been an original part of the ~cecond trust. 12-5 Section 12.13 Authority to Merge or Sever Trusts My Trustee may merge and consolidate a trust created under this agreement with any other trust, if the two trusts contain substantially the same terms for the same beneficiaries and at least one Trustee in common. My Trustee may administer the merged and consolidated trust as a single trust or unit. If, however, a merger or consolidation does not appear feasible, my Trustee may consolidate the assets of the trusts for purposes of investment and trust administration while retaining separate records and accounts for each respective trust. My Trustee may sever any trust on a fractional basis into two or more separate and identical trusts or may segregate a specific amount or asset from the trust property by allocation to a separate account or trust. Income earned on a segregated amount or specific asset after the segregation passes with the amount or asset segregated. My Trustee shall hold and administer each separate trust upon terms and conditions substantially identical to those of the trust from which it was severed. Subject to the terms of the trust, my Trustee may consider differences in federal tax attributes and other pertinent factors in administering the trust property of any separate account or trust, in making applicable tax elections, and in making distributions. A separate trust created by severance must be treated as a separate trust for all purposes from the date on which the severance is effective; however, the effective date of severance may be retroactive to a date before the date on which my Trustee exercises the power. Section 12.14 Authority to Terminate Trusts If, at any time, my Trustee, other than an Interested Trustee, in its sole, absolute and unreviewable discretion, determines that a trust created under this agreement is no longer economical or is otherwise inadvisable to administer as a trust, or if my Trustee., other than an Interested Trustee, deems it to be in the best interest of my beneficiaries, my Trustee, without further responsibility, may terminate the trust and distribute the trust property, including any undistributed net income, in the following order of priority: To me, if I am then living; If I am not then living, to my wife, if then a beneficiary of the trust; If I am not then living and my wife is not then a beneficiary of the trust, to the beneficiaries then entitled to mandatory distributions of net income of the trust and in the same proportions; and If none of the beneficiaries are entitled to mandatory distributions of net income, to the beneficiaries then eligible to receive discretionary 12-6 distributions of net income of the trust, in such amounts and shares as my Trustee, other than an Interested Trustee, may determine. Section 12.15 Merger of Corporate Fiduciary If any corporate fiduciary acting as my Trustee under this agreement is merged ~~vith or transfers substantially all of its trust assets to another corporation or if a corporate fiduciary changes its name, the successor shall automatically succeed to the trusteeship as if originally named a Trustee. No document of acceptance of trusteeship shall be required. Section 12.16 Beneficiary's Status Until my Trustee receives notice of the incapacity, birth, marriage, death or other event upon which a beneficiary's right to receive payments may depend, my Trustee shall not be liable for acting or failing to act with respect to the event or for disbursements made in good faith to persons whose interest may have been affected by such event. Unless otherwise provided in this agreement, tl~.e parent or legal representative may act on behalf of a beneficiary who is a minor or is incapacitated. My Trustee may rely on any information provided by a beneficiary with respect to the beneficiary's assets and income. My Trustee shall have no independent duty to investigate the status of any beneficiary and shall not incur any liability for failure to do so. Section 12.17 Discharge of Third Persons Persons dealing in good faith with my Trustee shall not be required to see to the proper application of money paid or property delivered to my Trustee, or to inquire into the authority of my Trustee as to any transaction. The receipt from my Trustee for any money or property paid, transferred or delivered to my Trustee shall be a sufficient discharge to the person or persons paying, transferring or delivering the money or property from all liability in connection with its application. Section 12.18 Certificate by Trustee A written statement of my Trustee may always be relied upon by, and shall always be conclusive evidence in favor of, any transfer agent or any other person dealing in good faith with my Trustee in reliance upon the statement. 12-7 Section 12.19 Funeral and Other Expenses of Beneficiary Upon the death of an income beneficiary my Trustee may pay the funeral expenses, burial or cremation expenses, enforceable debts and other expenses incurred due to the death of the beneficiary .from trust property. This Section shall only apply to the extent the income beneficiary has not exercised any testamentary power of appointment granted to him under this agreement. My Trustee may rely upon any request by the personal representative or membersc of the family of the deceased beneficiary for payment without verifying the validity or the amounts and without being required to see to the application of the amounts so paid. My Trustee may make decisions under this Section without regard to any limitation on payment of expenses imposed by statute or rule of court and may be made ~~vithout obtaining the approval of any court having jurisdiction over the administration of the deceased beneficiary's estate. 12-8 Article Thirteen IClty Trustee's Powers Section 13.01 Introduction to Trustee's Powers Except as otherwise specifically provided in this agreement, my Trustee may e~;ercise, without prior approval from any court, all the powers conferred by this agreement and any powers conferred by law, including, without limitation, those powers set forth under the common law or statutory law of the Commonwealth of Pennsylvania or an;y other jurisdiction whose law applies to this trust. The powers set forth in the Penns;~lvania Fiduciary Powers Act are specifically incorporated into this trust agreement. The powers conferred upon my Trustee by law, including those powers conferred by the Pennsylvania Fiduciary Powers Act, shall be subject to any express limitations or contrary directions contained in this agreement. My Trustee shall exercise these powers in the manner my Trustee determines to be; in the best interests of the beneficiaries. My Trustee shall not exercise any of its powers in a manner that is inconsistent with the right of the beneficiaries to the beneficial enjoyment of the trust property in accordance with the general principles of the law of trusts. The Trustee of a trust may have duties and responsibilities in addition to those described in this agreement. I encourage my Trustee to obtain appropriate legal advice if my Trustee has any questions concerning its duties and responsibilities as Trustee. Section 13.02 Execution of Documents by My Trustee My Trustee may execute and deliver any and all instruments in writing that my Trustee considers necessary to carry out any of the powers granted in this agreement. Section 13.03 Investment Powers in General My Trustee may invest in any type of investment that my Trustee determines is consistent with the investment goals of my trust, whether inside or outside the geographic borders of the United States of America and its possessions or territories, taking into account my trust's overall investment portfolio. Without limiting my Trustee's investment authority in any way, I request that my T rustee exercise reasonable care and skill in selecting and retaining trust investments. I also request that my Trustee take into account the following factors in choosing investments for my trust: 13-1 The potential return from the investment, both in the form of income and appreciation; The potential income tax consequences of the investment; The investment's potential for volatility; and The role the investment will play in the trust's portfolio. I request that my Trustee, in arranging the investment portfolio of the trust, also consider the possible effects of inflation or deflation, changes in global and U.S. economic conditions, transaction expenses, and the trust's need for liquidity. My Trustee may delegate its discretion to manage trust investments to any registered investment adviser or corporate fiduciary. Section 13.04 Banking Powers My Trustee may establish bank accounts of any type in one or more banking institutions that my Trustee may choose. My Trustee may open accounts in the name of my ~['rustee (with or without disclosing fiduciary capacity} or in the name of the trust. When an account is in the name of the trust, checks on that account and authorized signatures need not disclose. the fiduciary nature of the account or refer to any trust or Trustee. An account from which my Trustee makes frequent disbursements need not be an interest bearing account. My Trustee may authorize withdrawals from an account by checlc, draft or other instrument or in any other manner. Section 13.05 Business Powers My Trustee is authorized to serve as an officer, director, manager, or in any other capacity of any proprietorship, partnership, joint venture, corporation, or other enterprise in which the trust has an interest (whether or not such interest is total or controlling). My Trustee may receive compensation for services. My Trustee may contract with and otherwise deal with any such enterprise in thf; same manner as it would with any enterprise in which the trust has no interest, and may use any voting power my Trustee may have to implement its authority (whether as Trustee or as an officer, director, or other official of the enterprise). With respect to any units in a limited liability company, limited partnership, or stock in a closely-held corporation ("closely-held company") that are contributed to the trust, the powers granted to my Trustee in this Article shall not disqualify my Trustee from acting personally and independently, and not in a,fiduciary capacity, with respect to any closely held company, from holding office in the closely-held company, from accepting 13-2 remuneration from the closely-held company, from voting any units or stock in favor of the Trustee as a director or officer of the closely-held company, or from purchasing or selling units or stock of the closely-held company. If a trust is funded with subchapter S stock, my Trustee may either elect to qualify the trust as a qualified subchapter S trust ("QSST") under Section 1361(d)(3) of the Internal Revenue Code or as an electing small business trust under Section 1361(e)(1) to administer the trust in accordance with the requirements of the corresponding Section. Section 13.06 Contract Powers My Trustee may sell at public or private sale, transfer, exchange for other property, and otherwise dispose of trust property for consideration and upon terms and conditions that my Trustee deems advisable. My Trustee may grant options of any duration for any such sales, exchanges, or transfers of trust property. My Trustee may enter into contracts, and may deliver deeds or other instruments, ghat my Trustee deems appropriate. Section 13.07 Common Investments For purposes of convenience with regard to the administration and investment of the trust property, my Trustee may invest part or all of the trust property j ointly with trust property of other trusts for which my Trustee is also serving as a Trustee. For this purpose, a corporate fiduciary acting as my Trustee may use common funds for investment. When trust property is managed and invested in this manner, my Trustee shall maintain records that sufficiently identify that portion of the jointly invested assets that cor.~stitute the trust property of this trust. Section 13.08 Environmental Powers My Trustee shall have the right to inspect trust property to determine compliance with or to respond to any environmental law affecting the trust property. "Environmenta.l law" shall mean any federal, state, or local law, rule, regulation, or ordinance relating to protection of the environment or of human health. My Trustee may refuse to accept property if my Trustee determines that the property is or may be contaminated by any hazardous substance or is or was used for any p~.zrpose involving hazardous substances that could create liability to the trust or to my Trustee. My Trustee may use and expend trust property to (i) conduct environmental assessments, audits or site monitoring; (ii) take remedial action to contain, clean up or remove any hazardous substance including a spill, discharge or contamination; (iii) institute, contest 13-3 or settle legal proceedings brought by a private litigant or any local, state, or federal agency concerned with environmental compliance; (iv) comply with any order issued by any court or by any local, state, or federal agency directing an assessment, abatement or clean-up of any hazardous substance; and (v) employ agents, consultants and legal counsel to assist my Trustee in these actions. My Trustee shall not be liable for any loss or reduction in value sustained by my trust as a result of my Trustee's retention of property on which hazardous materials or substances requiring remedial action are discovered unless my Trustee contributed to the resulting loss or reduction in value through willful misconduct or gross negligence. My Trustee shall not be liable to any beneficiary or to any other party for any decrease in the value of trust property as a result of my Trustee's compliance with any environmental law, including any reporting requirement. My Trustee may release, relinquish or disclaim any power held by my Trustee that my Trustee determines may cause my Trustee to incur individual liability under any environmental law. Section 13.09 Farm, Ranch and Other Agricultural Powers My Trustee may retain, acquire, and sell any farm or ranching operation, whether as a sole proprietorship, partnership, or corporation. My Trustee may engage in the production, harvesting, and marketing of farm and ranch products either by operating directly or with management agencies, hired labor, tE;nants, or sharecroppers. My Trustee may engage and participate in any government farm program, whether state or federally sponsored. My Trustee may purchase or rent machinery, equipment, livestock, poultry, feed, and seed. My Trustee may improve and repair all farm and ranch properties; construct buildings, fences, and drainage facilities, and acquire, retain, improve, and dispose of wells, water rights, ditch rights, and priorities of any nature. My Trustee may do all things customary or desirable to operate a farm or ranch operation for the benefit of the beneficiaries. 13-4 Section 13.10 Insurance Powers My Trustee may purchase, accept, hold, and deal with as owner, policies of insurance on my life, the life of any beneficiary, or on the life of any person in whom any beneficiary has an insurable interest. My Trustee may purchase disability, medical, liability, long-term health care and other insurance on behalf of and for the benefit of any beneficiary. My Trustee may pl~rchase annuities and similar investments for any beneficiary. My Trustee shall have the power to execute or cancel any automatic premium loan agreement with respect to any policy, and shall have the power to elect or cancel any automatic premium loan provision in a life insurance policy. My Trustee may 'borrow money to pay premiums due on any policy, either by borrowing from the company issuing the policy or from another source. My Trustee may assign the policy as security for the loan. My Trustee shall have the power to exercise any option contained in a policy with regard to any dividend or share of surplus apportioned to the policy, to reduce the amount of a policy or convert or exchange the policy, or to surrender a policy at any time for its cash value. My Trustee may elect any paid-up insurance or extended term insurance nonforfeiture option contained in a policy. My Trustee shall have the power to sell any policy at its fair market value to anyone having an insurable interest in the policies including the insured. My Trustee shall have the right to exercise any other right, option, or benefit contained in a policy or permitted by the insurance company issuing the policy. Upon termination of the trust, my Trustee shall have the power to transfer and assign the policies held by the trust as a distribution of trust property. Section 13.11 Loans and Borrowing Powers My Trustee may make secured or unsecured loans to any person (including a beneficiary), entity, trust or estate, for any term or payable on demand, with or vvithout interest. My Trustee may enter into or modify the terms of any mortgage or security agreement granted in connection with any loan and may release or foreclose on the mortgage or security. My Trustee may borrow money at interest rates and on other terms that it deems advisable from any person, institution or other source including, in the case of a corporate fiduciary, its own banking or commercial lending department. 1~-5 My Trustee may encumber trust property by mortgages, pledges and other hypothecation and shall have the power to enter into any mortgage, whether as a mortgagee or mortgagor even though the term may extend beyond the termination of the trust and beyond the period that is required for an interest created under this agreement to vest in order to be valid under the rule against perpetuities. My Trustee may purchase, sell at public or private sale, trade, renew, modify, and extend mortgages. My Trustee may accept deeds in lieu of foreclosure. Section 13.12 Nominee Powers My Trustee may hold real estate, securities and any other trust property in the name of a nominee or in any other form without disclosing the existence of any trust or fiduciary capacity. Section 13.13 Oil, Gas and Mineral Interests My Trustee may acquire, maintain, develop and exploit, either alone or jointly Wlth others, any oil, gas, coal, minerals or other natural resource rights or interests. My Trustee may drill, test, explore, mine, develop, extract, remove, convert, manage, retain, store, sell and exchange any of such rights and interests on terms and for .a price that my Trustee deems advisable. My Trustee may execute leases, pooling and unitization agreements and other types of agreements in connection with such oil, gas, coal, mineral and other natural resource rights and interests even though such arrangements may extend beyond the termination of the trust. My Trustee may execute division orders, transfer orders, releases, assignments, farm outs, and any other instruments that it deems proper. My Trustee may employ the services of consultants and outside specialists in connection with the evaluation, management, acquisition, disposition, and development of any mineral interest, and may pay the cost of the services from the principal and income of the trust property. Section 13.14 Payment of Taxes and Expenses Except as otherwise provided in this agreement, my Trustee is authorized to ~-ay all property taxes, assessments, fees, charges, and other expenses incurred in the administration or protection of the trust. All payments shall be a charge against the trust property and shall be paid by my Trustee out of the income, or to the extent that the income is insufficient, then out of the principal of the trust property. The determination 13-6 of my Trustee with respect to the payment of expenses shall be conclusive upon the beneficiaries. Section 13.15 Qualified Family Owned Business Interests Deduction My Trustee, other than an Interested Trustee, shall have the power to amend the tE;rms of a trust holding "qualified family-owned business interests" as defined in Section 2;057 of the Internal Revenue Code, in order to permit trust property to qualify for the `"family owned business deduction," even if the amendment changes beneficial interests and that directs the segregation of trust property into more than one trust. Section 13.16 Qualified Real Property Valuation My Trustee, other than an Interested Trustee, shall have the power to amend the to-rms of a trust holding "qualified real property" as defined in Section 2032A of the Internal Revenue Code, in order to permit the qualified real property to qualify or continue to qualify for special use valuation permitted under Section 2032A, even if the amendment changes beneficial interests and that directs the segregation of trust property into more than one trust. Section 13.17 Real Estate Powers My Trustee may sell at public or private sale, convey, purchase, exchange, lease for any period, mortgage, manage, alter, improve and in general deal in and with real property in such manner and on such terms and conditions as my Trustee deems appropriate. My Trustee may grant or release easements in or over, subdivide, partition, develop, raze improvements, and abandon, any real property. My Trustee may manage real estate in any manner that my Trustee deems best and shall have all other real estate powers necessary for this purpose. My Trustee may enter into contracts to sell real estate. My Trustee may enter into leases and grant options to lease trust property even though the term of the agreement extends beyond the termination of the trust and beyond the period that is required for an interest created under this agreement to vest in order to be valid under the rule against perpetuities. For such purposes, my Trustee may enter into any contracts, covenants and warranty agreements that my Trustee deems appropriate. Section 13.18 Residences and Tangible Personal Property My Trustee may acquire, maintain and invest in any residence for the use and benefit of the beneficiaries, whether or not the residence is income producing and without regard to 13-7 the proportion that the value of the residence may bear to the total value of the trust property and even if retaining the residence involves financial risks that trustees would not ordinarily incur. My Trustee may pay or make arrangements for others to :pay all carrying costs of the residence, including, but not limited to, taxes, assessments, insurance, expenses of maintaining the residence in suitable repair, and other expenses relating to the operation of the residence for the benefit of the beneficiaries. My Trustee may acquire, maintain and .invest in articles of tangible personal property, whether or not the property is income producing, az~d may pay the expenses of the: repair and maintenance of the property. My Trustee shall have no duty to convert the property referred to in this Section to productive property except as required by other provisions of this agreement. My Trustee may permit any income beneficiary of the trust to occupy any real property or use any personal property owned by the trust on terms or arrangements that my Trustee may determine, including rent free or in consideration for the payment ofd taxes, insurance, maintenance, repairs, or other charges. My Trustee shall have no liability for any depreciation or loss as a result of the retention of any property retained or acquired under the authority of this Section. Section 13.19 Retention and Abandonment of Trust Property My Trustee may retain, without liability for depreciation or loss resulting from retention, any property constituting the trust at the time of its creation, at the time of my death or as the result of the exercise of a stock option. My Trustee may retain property, notwithstanding the fact that the property may not be of the character prescribed lby law for the investment of assets held by a fiduciary, and notwithstanding the fact that retention may result in inadequate diversification under any applicable Prudent Investor Act or other applicable law. My Trustee may hold property that is non-income producing or is otherwise nonproductive if holding the property is, in the sole and absolute discretion of my Trustee, in the best interests of the beneficiaries. On the other hand, except when I am serving as a Trustee, my Trustee shall invest contributions of cash and cash equivalents as soon as reasonably practical after the assets have been acquired by the trusl:. My Trustee is permitted to retain a reasonable amount in cash or money market accounts in order to pay anticipated expenses and other costs and to provide for anticipated distributions to or for the benefit of a beneficiary. My Trustee may abandon any trust property that my Trustee deems to be of insignificant value. 13-8 Section 13.20 Securities, Brokerage and Margin Powers My Trustee may buy, sell, trade and otherwise deal in stocks, bonds, investment companies, mutual funds, common trust funds, commodities, options and other securities of any kind and in any amount, including short sales. My Trustee may write and purchase call or put options, and other derivative securities. My Trustee may maintain margin accounts with brokerage firms and may pledge securities to secure loans and advances made to my Trustee or to or for the benefit of a beneficiary. My Trustee may place all or any part of the securities held by the trust in the custody of a bank or trust company. My Trustee may have all securities registered in the name; of the bank or trust company or in the name of its nominee. My Trustee may appoint th.e bank or trust company as the agent or attorney in fact to collect, receive, receipt for and disburse any income and generally to perform the duties and services incident to a custodian of accounts. My Trustee may employ abroker-dealer as a custodian for securities held by the trust and may register the securities in the name of the broker-dealer or in the name of a nominee with. or without the addition of words indicating that the securities are held in a fiduciary capacity. My Trustee may hold securities in bearer or uncertificated form and mazy use a central depository, clearing agency or book-entry system, such as The Depositor~~ Trust Company, Euroclear or the Federal Reserve Bank of New York. My Trustee may participate in any reorganization, recapitalization, merger or ;similar transaction. My Trustee may exercise or sell conversion or subscription rights for securities of all kinds and description. My Trustee may give proxies or powers of attorney that may be discretionary and with or without powers of substitution. My Trustee may vote or refrain from voting as to any matter. Section 13.21 Settlement Powers My Trustee may settle, by compromise, adjustment, arbitration or otherwise any and all claims and demands in favor of or against the trust. My Trustee may release or abandon any claim in favor of the trust. Section 13.22 Limitation on My Trustee's Powers All powers granted to my Trustee under this agreement or by applicable law shall be limited as set forth in this Section, unless explicitly excepted by reference to this Section. The limitations set forth in this Section shall not apply to me. 13-9 (a) An Interested Trustee Limited to Ascertainable Standards An Interested Trustee may not exercise or participate in the exercise of discretion with respect to the distribution of income or principal, or the termination of the trust to or for the benefit of a beneficiary, to the extent that the exercise of such discretion is other than for the health, education, maintenance or support of a beneficiary as described under Sections 2041 and 2514 of the Internal Revenue Code. (b) No Distributions in Discharge of Support Obligation of My Trustee My Trustee may not exercise or participate in the exercise of discretion with respect to the distribution of income or principal to any person my Trustee is legally obligated to support, to the extent the distribution. discharges the support obligation of my Trustee. If a beneficiary has the power to remove a Trustee, the Trustee may not exercise or participate in the exercise of discretion with respect to the distribution of income or principal to any person the beneficiary having the power to remove is legally obligated to support, to the extent such distribution discharges the support obligation of the beneficiary. (c) Insurance Policy on the Life of My Trustee If the trust holds a policy that insures the life of my Trustee, my Trustee shall have no right to exercise any powers or rights with respect to the policy. A Cotrustee serving under this agreement shall exercise the powers and rights with respect to the policy. If the insured Trustee is the only Trustee, then an Independent Special Trustee designated under Section 3.08 shall exercise the powers and rights with respect to the policy. If any rule of law or court decision construes the ability of the insured Trustee to name an Independent Special Trustee as an incident of ownership of the policy, then a majority of the then current mandatory and discretionary income beneficiaries (excluding the insured Trustee if he or she is a beneficiary) shall select the Independent Special Trustee. (d) Insurance Policy on a Beneficiary's Life If the trust holds a policy that insures the life of a beneficiary, the beneficiary (acting individually or as Trustee) shall have no power over the policy, the cash value of the policy, or the proceeds of the policy. The intent of this denial of power is to prevent an insured beneficiary from having a power that would constitute an incident of ownership of the policy. 13-10 I11 addition, no distribution of income or principal to the insured beneficiary shall be satisfied out of the proceeds of the policy, the cash value of the policy or any other economic benefit of the policy. The limitations of this subsection shall not apply if the proceeds of the policy would, upon the death of the beneficiary, otherwise be included in the gross estate of the beneficiary for federal estate tax purposes. 13-11 Article Fourteen General Provisions Section 14.01 Maximum Term for Trusts Notwithstanding any other provision of this agreement to the contrary, unless ternlinated earlier under other provisions of this agreement, each trust created under this agreement shall terminate 21 years after the last to die of the descendants of my materr,~al and paternal grandparents and the descendants my wife's maternal and paternal grandparents who are living at the time of my death. At that time, the remaining trust property shall vest in and be distributed to the persons entitled to receive mandatory distributions of net income of the trust and in the same proportions. If no beneficiary is entitled to mandatory distributions of net income, the remaining trust property shall vest in and be distributed to the beneficiaries entitled to receive discretionary distributions of net income of the trust, in equal shares per sti~Npes. Section 14.02 Spendthrift Provision Neither the income nor the principal of the trust property shall be assigned, anticipated or alienated in any manner by any beneficiary, nor shall it be subject to attachment, bankruptcy proceedings or any other legal process, or to the interference or control of creditors or others. Nothing contained in this Section shall restrict in any way the exercise of any power of appointment granted in this agreement. Section 14.03 Contest Provision If, after receiving a copy of this Section, any person shall, in any manner, directly or indirectly, attempt to contest or oppose the validity of this agreement, (including any amendment to this agreement), or commences, continues or prosecutes any legal proceedings to set this agreement aside, then such person shall forfeit his or her share, cease to have any right or interest in the trust property, and shall, for purposes ~of this agreement be deemed to have predeceased me. This Section shall not apply so as to cause a forfeiture of any distribution atherwise qualifying for the federal estate tax marital deduction or charitable deduction. 14-1 Section 14.04 Survivorship Presumption If my wife and I die under circumstances in which the order of our deaths cannot be established, I shall be deemed to have survived my wife. If any other beneficiary is living at my death, but dies within 30 days after my death, then the beneficiary shall be deemed to have predeceased me for purposes of this agreement. Section 14.05 Divorce or Annulment If my marriage to my wife ends by divorce or annulment, my wife shall cease i:o be a beneficiary under this agreement and shall be treated for purposes of this agreement as though she predeceased me. If my wife is serving as my Trustee at the time that my marriage to my wife ends, she shall cease to be a Trustee. Section 14.06 Changing the Situs of Administration My Trustee may, at any time, remove all or any part of the property or the situs of administration of the trust from one jurisdiction to another. My Trustee may elect, by filing an instrument with the trust records, that the trust shall thereafter be construed, regulated and governed as to administration by the laws of the new jurisdiction. My Trustee may take action under this Section for any purpose my Trustee deems appropriate, including the minimization of any taxes in respect of the trust or any beneficiary of such trust. If necessary, the beneficiaries entitled to receive distributions of net income under the trust may, by majority consent, appoint a corporate fiduciary in the new situs. If a beneficiary is a minor or is incapacitated, the parent or legal representative of the beneficiary may act on behalf of the beneficiary. Section 14.07 Definitions For purposes of this agreement, the following terms shall have the following meanings: (a) Adopted and Afterborn Persons A legally adopted person in any generation and his or her descendants, including adopted descendants, shall have the same rights and be treated in the same manner under this agreement as natural children of the adopting parent, provided such person is legally adopted prior to attaining the age of 18 years. A person shall be deemed to be legally adopted if the adoption was legal in the jurisdiction in which it occurred at the time that it occurred. 14-2 A fetus in utero that is later born alive shall be considered a person in being during the period of gestation. (b} Agreement The term "this agreement" means this trust agreement and includes all trusts created under the terms of this agreement. (c) Descendants The term "descendants" shall include a person's lineal descendants of all. generations. (d) Education The term "education" is intended to be an ascertainable standard in accordance with Section 2041 and Section 2514 of the Internal Revenue Code and shall include, but not be limited to: Enrollment at private elementary, junj r and senior high school including boarding school; Undergraduate and graduate study in any field at a college or university; Specialized, vocational or professional training or instruction at any institution, including private instruction; and Any other curriculum or activity that my Trustee may deem useful . for developing the abilities and interests of a beneficiary including, without limitation, athletic training, musical instruction, theatrical training, the arts and travel. The term "education" shall also include distributions made by my Trustee for expenses such as tuition, room and board, fees, books and supplies, tutoring and transportation and a reasonable allowance for living expenses. (e) Incapacity Except as otherwise provided in this agreement, a person shall be deemed incapacitated in any one of the following circumstances. (1) The Opinion of Two Licensed Physicians An individual shall be deemed incapacitated whenever, in the opinion of two licensed physicians, the individual is unable to effectively manage his or her property or 14-3 financial affairs, whether as a result of age, illness, use of prescription medications, drugs or other substances, or any other cause. An individual shall be deemed restored to capacity whenever the individual's personal or attending physician provides a written opinion that the individual is able to effectively manage his or her property and financial affairs. (2) Court Determination An individual shall be deemed incapacitated if a court of competent jurisdiction has declared the individual to be disabled, incompetent or legally incapacitated. (3) Detention, Disappearance or Absence An individual shall be deemed incapacitated whenever he or she cannot effectively manage his or her property or financial affairs due to the individual's unexplained disappearance or absence for more than 30 days, or whenever he or she is detained under duress. An individual's disappearance or absence or detention under duress may be established by an affidavit of my Trustee, or, if no Trustee is serving, by the affidavit of any beneficiary. The affidavit shall describe the circumstances of the individual's disappearance, absence or detention and may be relied upon by any third party dealing in good faith with my Trustee in reliance upon the affidavit. (f) Income Beneficiary The term "income beneficiary" means any beneficiary who is then entitled to receive distributions of the net income of the trust, whether mandatory or discretionary. Unless otherwise provided in this agreement, the phrase "majority of the income beneficiaries" means any combination of income beneficiaries who, if all accrued net income were distributed on the day of a vote by the beneficiaries, would receive more than 50% of the accrued net income. For purposes of this calculation, beneficiaries who are eligible to receive discretionary distributions of net income shall be deemed to receive the income in equal shares. References to a "majority" refer to a majority of the entire trust collectively until my Trustee allocates property to separate trusts or trust shares. After the allocation of property to separate trusts or trust shares, 14-4 references to a "majority" refer to a majority of each separate trust or trust share. (g} Independent Trustee The term "Independent Trustee" means a Trustee who is not an Interested Trustee as defined in subsection (h). Only an Independent Trustee may exercise those powers granted exclusively to an Independent Trustee and when the phrase "other than an Interested Trustee" is used. Whenever this agreement specifically prohibits an Interested Trustee from exercising discretion or performing an act, then only an Independent Trustee may exercise that discretion or perform that act. An Independent Trustee shall not be liable to any person for any good faith exercise or nonexercise of its discretion under this agreement. (h) Interested Trustee The term "Interested Trustee" means (1) a Trustee who is a transferor of property to the trust (including a person whose qualified disclaimer resulted in property passing to the trust); (2) a Trustee who is a beneficiary of the trust; or (3) a Trustee whom a beneficiary of the trust can remove and replace by appointing a Trustee that is related or subordinate to the beneficiary within the meaning of Section 672(c) of the Internal Revenue Code. For purposes of this subsection "a beneficiary of the trust" means a person who is or in the future may be eligible to receive income or principal from the trust pursuant to the terms of the trust. A person shall be considered a beneficiary of a trust even if he or she has only a remote contingent remainder interest in the trust; however, a person shall not be considered a beneficiary of a trust if the person's only interest is as a potential appointee under a testamentary power of appointment. (i) Internal Revenue Code and Treasury Regulations References to the "Internal Revenue Code" or to its provisions are to the Internal Revenue Code of 1986, as amended from time to time, and the corresponding Treasury Regulations, if any. References to the "Treasury Regulations," are to the Treasury Regulations under the Internal Revenue Code in effect from time to time. If a particular provision of the Internal Revenue Code is renumbered, or the Internal Revenue Code is superseded by a subsequent federal tax law, any reference shall be deemed to be made to the renumbered provision or to the corresponding provision of the subsequent law, unless to do so would clearly be contrary to my intent as expressed in this agreement. The same rule shall apply to references to the Treasury Regulations. 14-5 (j) Legal Representative or Personal Representative As used in this agreement, the term "legal representative" or "personal representative" means a person's guardian, conservator, executor, administrator, Trustee, or any other person or entity personally representing a person or the person's estate. (k) Per Stirpes Whenever a distribution is to be made to a person's descendants "per stirpes," the distribution shall be divided into as many shares as there are then living children of the person and deceased children of the person who left then living descendants. Each then living child shall receive one share and the share of each deceased child shall be divided among the child's then living descendants in the same manner. (I) .Qualified Retirement Plan The term "qualified retirement plan" means a plan qualified under Section 401 of the Internal Revenue Code, an individual retirement arrangement under Section 408 or Section 408A or atax-sheltered annuity under Section 403. The term "qualified retirement benefits" means the amounts held in or distributed pursuant to a plan qualified under Section 401, an individual retirement arrangement under Section 408 or Section 408A, a tax-sheltered annuity under Section 403 or any other benefit subject to the distribution rules of Section 401(a)(9). (m) Shall and May Unless otherwise specifically provided in this agreement or by the context in which used, I use the word "shall" in this agreement to command, direct or require, and the word "may" to allow or permit, but not require. In the context of my Trustee, when I use the word "may" I intend that my Trustee may act in its sole, absolute and unreviewable discretion unless otherwise stated in this agreement. (n) Trust The terms "this trust" or "this trust agreement" shall refer to this agreement and all trusts created under the terms of this agreement. (o) Trustee The term "my Trustee" or "Trustee" refers to the Trustee named in Article One and to any successor, substitute, replacement or additional person, corporation or other. entity that is from time to time acting as the Trustee of any trust created under the terms of this agreement. The term "Trustee" refers to singular or plural as the context may require. 14-6 (p) Trustmaker The term "Trustmaker" shall have the same legal meaning as "Grantor," "Settlor," "Trustor" or any other term referring to the maker of a trust. (q) Trust Property The phrase "trust property" shall be construed to mean all property held by my Trustee under this agreement, including all property that my Trustee may acquire from any source. Section 14.08 General Provisions and Rules of Construction The following general provisions and rules of construction shall apply to this agreement: (a) Duplicate Originals This agreement may be executed in any number of counterparts, each of which shall be deemed to be an original. Any person may rely upon a. copy of this agreement certified under oath by my Trustee to be a true copy, to the same effect as if it were an original. (b) Singular and Plural; Gender Unless the context requires otherwise, words denoting the singular may be construed as plural and words of the plural may be construed as denoting the singular. Words of one gender may be construed as denoting another gender as is appropriate within the context. The word "or" when used in a list of more than two items may function as both a conjunction and a disjunction as the context requires or permits. (c) Headings of Articles, Sections, and Subsections The headings of Articles, Sections, and subsections used within this agreement are included solely for the convenience and reference of the reader. They shall have no significance in the interpretation or construction of this agreement. (d) Governing State Law This agreement shall be governed, construed and administered according to the laws of the Commonwealth of Pennsylvania as from time to time amended, except as to trust property required by law to be governed by the laws of another jurisdiction and unless my Trustee elects to change the Situs of Administration as provided in Section 14.06. 14-7 (e) Notices Unless otherwise stated, whenever this agreement calls for notice, the notice shall be in writing and shall be personally delivered with proof of delivery, or mailed postage prepaid by certified mail, return receipt requested, fo the last known address of the party requiring notice. Notice shall be effective on the date personally delivered or on the date of the return receipt. If a party giving notice does not receive the return receipt but has proof that he or she mailed the notice, notice shall be effective on the date it would normally have been received via certified mail. If notice is required to be given to a minor or incapacitated individual, notice shall be given to the parent or legal representative of the minor or incapacitated individual. (t~ Plans Not Reciprocal The fact that my wife and I are executing our estate plans concurrently shall not be construed to create any contractual or reciprocal obligations between us. (g) Severability The invalidity or unenforceability of any provision of this agreement shall. not affect the validity or enforceability of any other provision of this agreement. If a court of competent jurisdiction determines that any provision is invalid, the remaining provisions of this agreement shall be interpreted and construed as if the invalid provision had never been. included in this agreement. I have executed this agreement on the day and year first above written. This agreement shall be effective when signed by me, whether or not now signed by a Trustee. I certify to the officer taking my acknowledgment that I have read this trust agreement, that I understand it, and that it correctly states the provisions under which m:y trust property is to be administered and distributed by my Trustee. ~1 Helmut Klaus, Trustmaker and Trustee 14-8 COMMONWEALTH OF PENNSYLVANIA ) ss. COUI~TTY OF CUMBERLAND ) The foregoing restatement to this living trust agreement was acknowledged before me on April 24, 2008, by HELMUT KLAUS, as Trustmaker and sole Trustee. Witness my hand and official seal. My commission expires: ,~ ~'~ ~ ~~~~-' l COAgNtONVi~ LTH OF PENNSYL~~Ni rv~~-~Itlj ,1 ~arc~:~ C. 3~c}r~son, hlQtary Public Upper ~ilen Towns}up, Cumber}a.~} County MY commission expires May 07, 2011 NOTARY PUBL~C 14-9