HomeMy WebLinkAbout04-18-11 1505610140
REV-1500 EX ~°'-'°'
PA Department of Revenue
OFFICIAL USE ONLY
Bureau of Individual Taxes County Code Year File Number
PO BOx 280801 INHERITANCE TAX RETURN
Harrisburg, PA 17128-0601
RESIDENT DECEDENT 2 1 1 1 0 0 7 4
ENTER DECEDENT INFORMATION BELOW
Social Security Number Date of Death MMDDYYYY Date of Birth MMDDYYYY
2 8 2 1 8 7 4 4 6 1 2 0 2 2 0 1 0 0 5 2 9 1 9 1 8
Decedent's Last Name Suffix Decedent's First Name MI
B R O W N H A R R Y M
(If Applicable) Enter Surviving Spouse's Information Betow
Spouse's Last Name Suffix Spouse's First Name MI
Spouse's Social Security Number
FILL INAPPROPRIATE OVALS BELOW
0 1.Original Retum
4. Limited Estate
Q 6. Decedent Died Testate
(Attach Copy of Will)
9. Litigation Proceeds Received
THIS RETURN AAUST BE FILED IN DUPLICATE WITH THE
REGISTER OF WILLS
2. Supplemental Return
4a. Future Interest Compromise (date of
death after 12-12-82)
7. Decedent Maintained a Living Trust _
(Attach Copy of Trust)
10. Spousal Poverty Credit (date of death
between 12-31-97 and 1-1-95)
CORRESPONDENT -THIS SECTION MUST BE COMPLETED. ALL CORRESPONDENCE AND CONFIDENTIAL TAX INFORMATION SHOULD BE DIRECTED T0:
Name Daytime Telephone Number
R O G E R B I R W I N E S Q U I R E 7 1 7 2 4 9 2,~~ 5 3
First line of address
6 0 W E S T
Second line of address
City or Post Office
C A R L I S L E
Correspondent's e-mail address:
State ZIP Code
3. Remainder Return (date of death
prior to 12-13-82)
5. Federal Estate Tax Return Required
8. Total Number of Safe Deposit Boxes
11, Election to tax under Sec. 9113(A)
(Attach Sch. O)
REGISTEF~
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Under penalties of perjury, I declare that I have examined this return, including accompanying schedules and statements, and to the best of my knowledge and belief,
it is true, correct and complete. Declaration of preparer other than the personal representative is based on all information of which preparer has any knowledge.
SIGNAT E/OF PERSON RES~P)ONSIB/L~ FOR FILING RETURN DATE
ADDRESS
511 W• NORTH STREET CARLISLE PA 17013
SIGNATUR F PREPARER OTHER T N REPRESENTATIVE DATE
~~ ,.~<<
ADDR S
60 WEST FRET STREET____ ____ _ __ __ CARLISLE PA 17013
PLEASE USE ORIGINAL FORM ONLY
Side 7
L 1505610140 1505610140 J
P O M F R E T S T R E E T
150561024D
REV-1500 EX Decedent's Social Security Number
Decedents Name: HARRY M• B R O W N 2 8 2 1 8 7 4 4 6
RECAPITULATION
1. Real Estate (Schedule A) ........................................... 1
2. Stocks and Bonds (Schedule B) ...................................... 2. 1 0 6 5 1 4 0. 0 0
3. Closely Held Corporation, Partnership or Sole-Proprietorship (Schedule C) ..... 3.
4. Mortgages and Notes Receivable (Schedule D) .......................... 4.
5. Cash, Bank Deposits and Miscellaneous Personal Property (Schedule E)....... 5. 3 1 4 8 7 . 0 0
6. Jointly Owned Property (Schedule F) ^ Separate Billing Requested ....... 6.
7. Inter-Vivos Transfers & Miscellaneous N -Probate Property
Re
uested
arate Billin
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G
S
7
2 2
3
3
1
3
8
7
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8. Total Gross Assets (total Lines 1 through 7) ........................... 8. 1 3 1 9 9 4 0. 8 7
9. Funeral Expenses and Administrative Costs (Schedule H) ..... ....... ...... 9• 4 2 9 8 7. 5 0
10. Debts of Decedent, Mortgage Liabilities, and Liens (Schedule I) ....... ...... 10. 2 0 1 . 0 0
11. Total Deductions (total Lines 9 and 10) .................. ....... ...... 11. 4 3 1 8 8 . 5 D
12. Net Value of Estate (Line 8 minus Line 11} ............... ....... ...... 12. 1 2 7 6 7 5 2 . 3 7
13. Charitable and Governmental Bequests/Sec 9113 Trusts for whi ch
an election to tax has not been made (Schedule J) ........ ........ ...... 13.
14. Net Value Subject to Tax (Line 12 minus Line 13} ........ ....... ....... 14. 1 2 7 6 7 5 2 . 3 7
TAX CALCULATION -SEE INSTRUCTIONS FOR APPLICABLE RATES
15. Amount of Line 14 taxable
at the spousal tax rate, or
transfers under Sec. 9116
(a)(1.2) x.o _ 2 2 3 3 1 3. 8 7 15. 0. 0 0
16. Amount of Line 14 taxable
at lineal rate X .045 1 D 5 3 4 3
8. 5
D
16.
4
7
4
0
4.
7
3
17. Amount of Line 14 taxable
D
D
D
17
0
D
O
at sibling rate X .12 . . .
18. Amount of Line 14 taxable
0
0
D
D
0
D
at collateral rate X .15 . 18, .
19. TAX DUE ........................................ ....... ....... 19. 4 7 4 0 4• 7 3
20. FILL IN THE OVAL IF YOU ARE REQUESTING A REFUND OF AN OVERPAYMENT
1505610240
Side 2
1505610240
Contlnuation of REV-1500 Inheritance Tax Return Resident Decedent
HAF2RY M. BROWN 21 11 0074
Deoeder~s Name Page 1 Fib Numt~
COI'f~{1011f~r11~
Name Telepl-ar-e Number
ROGER 8 I R W I N E S Q U I R E 7 9 7 2 4 9 2 3 5 3
First bne of address
8 0 WE S T P O M F R E T S TREE T
Second lhre of address
City or Poet OfAce State ZIP Cade
CARL I S L E P A 1 7 0 1 3
Corresponderd's e-rr~l address:
Under perp~tlee of perjury. I dedere that I heMe armrniled ihie return. aooarparrykrg ar9redrrlee and etatemerrib and b the beet of my lexrwledge and beNei:
It is tnre, cared and rmrnplele. Declerafon at preperar athertherr the pereaeef rapraaerrtelre is based on e> htomreion at which pretrarer has any IaroYrledge.
s~~Nnnm~ ot= a~rtsoet°'~~E~ wit FaaNO it~uRN rt:
ADDRESS
984 JOOS AVENUE COLUMBUS OH 43229
REV-1500 EX Page 3
Decedent's Complete Address:
File Number
21 11 0074
DECEDENTS NAME
HARRY M. BROWN
STREET ADDRESS
18 RIDGE LANE
CITY
NEWVILLE STATE
PA ZIP
17241
Tax Payments and Credits:
1. Tax Due (Page 2, Line 19) {1) 47,404.73
2. CreditslPayments
A. Prior Payments 9,000.00
B. Discount 473.67
Total Credits (A +B) (2) 9,473.67
3. interest -
(3)
4. tf Line 2 is greater than Line 1 + Line 3, enter the difference. This is the OVERPAYMENT.
Fill in oval on Page 2, Line 20 to request a refund. (4) 0.00
5. If Line 1 + Line 3 is greater than Line 2, enter the difference. This is the TAX DUE. (5) 37.931.06
Make check payable to: REGISTER OF WILLS, AGENT
PLEASE ANSWER THE FOLLOWING Qt1ESTI0NS BY PLACING AN "X" IN THE APPROPRIATE BLOCKS
1. Did decedent make a transfer and: Yes No
a. retain the use or income of the property iransferred : ...................................................................... ^
b. retain the right to designate who shall use the property transferred or its income; ............................... ^ ^X
c. retain a reversionary interest; or ................................................................................................ ^
d. receive the promise for life of either payments, benefits or care? ....................................................... ^ Q
2. If death occurred after December 12,1982, did decedent transfer property within one year of death
without receiving adequate consideration? ....................................................................................... ^ ^X
3. Did decedent own an "intrust for" orpayable-upon-death bank account or security at his or her death? ......... ^ Q
4. Did decedent own an individual retirement account, annuity or other non-probate property, which
contains a beneficiary designation? .................................................................................................. 0 ^
IF ~HE ANSWER TO ANY OF THE ABOVE QUESTIONS IS YES, YOU MUST COMPLETE SCHEDULE G AND FILE IT AS PART OF THE RETURN
For dates of death on or after July 1,1994, and before Jan. 1, 1995, the tax rate imposed on the nei value of transfers to or for the use of the surviving spouse
3 percent [72 P.S. §9116 (a) (1.1) (i)].
For dates of death on or after Jan.1,1995, the tax rate imposed on the net value of transfers to or for the use of the surviving spouse is 0 percent
[72 P.S. §9116 (a) (1.1) (ii)j. The statute does not exempt a transfer to a surviving spouse from tax, and the statutory requirements for disclosure of assets and
filing a tax return are still applicable even if the surviving spouse is the only beneficiary.
For dates of death on or after July 1, 2000:
• The tax rate imposed on the net value of transfers from a deceased child 21 years of age or younger at death to or for the use of a natural parent, an
adoptive parent or a stepparent of the child is 0 percent [72 P.S. §9116(a)(1.2)].
• The tax rate imposed on the net value of transfers to or for the use of the decedent's lineal beneficiaries is 4.5 percent, except as noted in
72 P.S. §9116(1.2) [72 P.S. §9116(a)(1)].
• The tax rate imposed on the net value of transfers to or for the use of the decedent's siblings is 12 percent [72 P.S. §9116(a)(1.3)j. Asibling is defined, unde
Section 9102, as an individual who has at least one parent in common with the decedent, whether by blood or adoption.
REV-1503 EX + (6-98)
SCHEDULE B
COMMONWEALTH OF PENNSYLVANIA STOCKS & BONDS
INHERITANCE TAX RETURN
RESIDENT DECEDENT
ESTATE OF FILE NUMBER
HARRY M. BROWN 21 11 0074
All property jointlyowned with right of survivorship must be disclosed on Schedule F.
ITEM VALUE AT DATE
NUMBER DESCRIPTION OF DEATH
1. 250 SHARES OF BANCSHARES, INC. STOCK 229,750.00
250 X 919.00 PER SHARE _ $229.750.00
2. THRIVENT INVESTMENT MANAGEMENT
FUND HOLDING -VALUATION ATTACHED
3. THRIVENT INVESTMENT MANAGEMENT
STOCK HOLDING -VALUATION ATTACHED
4. !THRIVENT INVESTMENT MANAGEMENT
(BOND HOLDING -VALUATION ATTACHED
491, 094.00
321,029.00
23,267.00
TOTAL (Also enter on line 2, Recapitulation) ' $
(If more space is needed, insert additional sheefs of the same size)
REV-1508 EX + (6-96)
COMMONWEALTH OF PENNSYLVANIA
INHERITANCE TAX RETURN
ESTATE OF
SCHEDULE E
CASH, BANK DEPOSITS, & MISC.
PERSONAL PROPERTY
FILE
HARRY M. BROWN 21 11 0074
Include the proceeds of litigation and the date the proceeds were received by the estate.
All property jointlyowned with right of survivorship must be disclosed on Schedule F.
ITEM VALUE AT DATE
NUMBER DESCRIPTION OF DEATH
1. THRIVENT INVESTMENT MANAGEMENT 31,487.00
CASH HOLDING -VALUATION ATTACHED
TOTAL (Also enter on line 5, Recapitulation) ~ $
(If more space is needed, insert additional sheets of the same size)
31.487
REV-1510 EX+ (08-09)
Pennsylvania SCHEDULE G
DEPARTMENT OF REVENUE INTER-VIVOS TRANSFERS AND
INHERITANCE TAX RETURN MISC. NON-PROBATE PROPERTY
RESIDENT DECEDENT
ESTATE OF FILE NUMBER
HARRY M. BROWN 21 11 0074
This schedule must be completed and filed if the answer to any of questions 1 through 4 on page three of the REV-1500 is yes.
ITEM DESCRIPTION OF PROPERTY
INCLUDE THE NAME OF THE TRANSFEREE, THEIR RELATIONSHIP TD DECEDENr AND DATE OF DEATH
VALUE OF ASSET % OF DECD'S
INTEREST EXCLUSION
(IF APPLICABLE) TAXABLE
VALUE
NUMBER THE DATE OF TRANSFER. ATTACH A COPY OF THE DEED FOR REAL ESTATE.
1. THRIVENT FINANCIAL FOR LUTHERANS 63,512.51 100.00 63,512.51
I RA #9207745
BENEFICIARY: RUTH J. BROWN (SPOUSE)
2. TRANSAMERICA LIFE INSURANCE COMPANY 19,555.21 100.00 19,555.21
ANNUITY CONTRACT #7854593
BENEFICIARY: RUTH J. BROWN (SPOUSE)
3. TRANSAMERICA LIFE INSURANCE COMPANY 57,978.46 100.00 57,978.46
ANNUITY CONTRACT #511828097
BENEFICIARY: RUTH J. BROWN (SPOUSE)
4. THE HARTFORD 4,393.32 100.00 4,393.32
ANNUITY CONTRACT #310174186
BENEFICIARY: RUTH J. BROWN (SPOUSE)
5. JOHN HANCOCK LIFE INSURANCE COMPANY 43,674.37 100.00 43,674.37
ANNUITY CONTRACT #2052625
BENEFICIARY: RUTH J. BROWN (SPOUSE)
6. PRUDENTIAL ANNUITIES ~ 34,200.00 100.00 34,200.00
ANNUITY CONTRACT #CS0000032515
BENEFICIARY: RUTH J. BROWN (SPOUSE)
TOTAL (Also enter on Line 7, Recapitulation) I $ 223,313.87
If more space is needed, use additional sheets of paper of the same size.
REV-1511 EX+ (10-09)
pennsylvania
DEPARTMENT OF REVENUE
INHERITANCE TAX RETURN
RESIDENT DECEDENT
SCHEDULE H
FUNERAL EXPENSES AND
ADMINISTRATIVE COSTS
ESTATE OF FILE NUMBER
HARRY M. BROWN 21 11 0074
Decedent's debts must be reported on Schedule I.
ITEM
NUMBER DESCRIPTION AMOUNT
A. FUNERAL EXPENSES:
1. MINISTER 200.00
2. ORGANIST 25.00
3. DAYTON DAILY -OBITUARY 100.00
B. ADMINISTRATIVE COSTS:
1. Personal Representative Commissions:
Name(s) of Personal Representative(s)
Street Address
City State ZIP
Year(s) Commission Paid:
2, Attomeyfiees: IRWIN & McKNIGHT, P.C.
3. Family Exemption: (if decedent's address is not the same as claimants, attach explanation.)
Claimant RUTH J. BROWN
Street Address 18 RIDGE LANE
City NEWVILLE state PA Zlp 17241
Relationship of Claimantto Decedent SPOUSE
4. Probate Fees: REGISTER OF WILLS
5. I Accountant Fees:
6. ~ Tax Retum Preparer Fees: PATRlCIA A. ROSENDALE, CPA
~. I REGISTER OF WILLS -FILING FEE
TOTAL (Also enter on Line 9, Recapitulation) ~ $
38, 000.00
3,500.00
757.50
375.00
30.00
If more space is needed, use additional sheets of paper of the same size.
REV-1512 EX+ (12-08)
pennsylvania
DEPARTMENT OF REVENUE
INHERITANCE TAX RETURN
RESIDENT DECEDENT
SCHEDULE I
DEBTS OF DECEDENT,
MORTGAGE LIABILITIES, & LIENS
ESTATE OF ram nvmccn
HARRY M. BROWN 21 11 0074
Report debts incurred by the decedent prior to death that remained unpaid at the date of death, including unreimbursed medical expenses.
ITEM VALUE AT DATE
NUMBER DESCRIPTION OF DEATH
1. DR. PION -MEDICAL 15.00
2. HOSPICE -MEDICAL
3. IDR. BRAZE -MEDICAL
TOTAL (Also enter on Line 10, Recapitulation) I $
If more space is needed, insert additional sheets of the same size.
156.00
30.00
1
REV-1513 EX+(Ot-70)
Pennsylvania ~ SCHEDULE J
DEPARTMENT OF REVENUE ~ BENEFICIARIES
INHERITANCE TAX RETURN
RESIDENT DECEDENT
ESTATE OF:
FILE
HARRY M . BROWN 21 11 0074
RELATIONSHIP TO DECEDENT AMOUNT OR SHARE
NUMBER NAME AND ADDRESS OF PERSON(S) RECEIVING PROPERTY Do Not List Trustee(s) OF ESTATE
i TAXABLE DISTRIBUTIONS [include outright spousal distributions and transfers under
Sec. 91'(6 (a) (1.2].]
1. RUTH J. BROWN Spousal 223,313.87
18 RIDGE LANE ANNUITIES LISTED ON
NEWVILLE, PA 17241 SCHEDULE G
2. HARRY M. BROWN TRUST Lineal 1,053,438.50
511 W. NORTH STREET
CARLISLE, PA 17013
ENTER DOLLAR AMOUNTS FOR DISTRIBUTIONS SHOWN ABOVE ON LINES 15 THROUGH 18 OF REV-1500 COVER S HEET, AS APPROPRIATE.
II. NON-TAXABLE DISTRIBUTIONS:
1. A. SPOUSAL DISTRIBUTIONS UNDER SECTION 9113 FOR WHICH AN ELECTION TO TAX IS NOT TAKEN:
1. B. CHARITABLE AND GOVERNMENTAL DISTRIBUTIONS:
TOTAL OF PART II -ENTER TOTAL NON-TAXABLE DISTRIBUTIONS ON LINE 13 OF REV-1500 COVER SHEET. $
Ir more space is neeaea, use aaoroonal sneers of paper of the same size.
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HARRY M. BROWN
I, Harry M. Brown, now a resident of Montgomery County, Ohio, declare this to be my
last Will, hereby revoking all prior Wills and Codicils made by me.
SECTION 1
DISPOSITIVE PROVISIONS
1.1 I bequeath all of my tangible personal property, including without limitation my jewelry,
personal effects, household goods and automobiles, to my spouse, Ruth J. Brown, if she
survives me. ff my spouse does not survive me, I bequeath my tangible personal property
to my children who survive me, to be~divided between them in such manner as they may
agree. My Executor's decision as to the items that constitute my tangible personal
property and the value of such property shall be conclusive. My Executor shall sell any
items of tangible personal property which are unwanted or impractical to distribute and
the sale proceeds shall be distributed as part of my tangible personal property.
1.2 I devise to my spouse, Ruth J. Brown, if she survives me, my interest in real estate which
at the time of my death she and I are using or holding for use as our principal residence,
including all real estate appurtenant to such residential real estate.
1.3 I devise and bequeath the residue of my estate, including any property not effectively
devised or bequeathed under Section 1.1, to the Trustee then serving under a certain
Agreement of Trust dated May 9, 1989, with respect to which I am presently serving as
both Grantor and Trustee, to be added to the trust estate and held and distributed in
accordance with the terms of such Agreement of Trust, as amended and restated by an
instrument dated _~"c1~ k-e_ / , 2001, signed by me before sigrring this Will, and
as it may from time to time be further amended prior to my death. The Trustee shall not
be subject to the control of the court having jurisdiction of my estate in administering any
trust created under such Agreement of Trust. In the event the Agreement of Trust is
determined to be invalid for any reason, I hereby incorporate by reference such document
into and make it part of my Will as the Agreement of Trust exists at the time of signing
my WiII, and I direct that the residue of my estate be held and distributed in accordance
with the provisions of said Agreement of Trust.
1.4 My Executor shall have the power and discretion to make the election to qualify for the
marital deduction for Federal and state estate tax purposes all or any part of the property
FROST BROWN TODD LLC
ATTO1tP'EYS AT LAW
2~0 PNC CENTER
:01 EAST FIFfH STREET
CMCINNATI.OH 4S20:a182
allocated to any trust which maybe established for my spouse's benefit at the time of my
death under which I have given her a qualifying income interest for life, as permitted by
Section 2056(b)('7}(B)(v) of the Internal Revenue Code, or such other similar provision of
the Internal Revenue Code which maybe in effect at the time of my death, and under any
applicable state statute. ff my Executor shall act in good faith, I hereby relieve my
Executor from liability to any beneficiary for making or not making the election, or
making a partial election, even though as a result thereof my estate may pay more Federal
or state estate taxes.
1.5 My Executor shall have the sole and absolute discretion to allocate any amount of my
unused $1,060,000 GST exemption pursuant to Sections 2631 and 2632 of the Internal
Revenue Code of 1986 as they now exist or may hereafter be amended. In making such
allocation my Executor shall consider the tax benefits to my estate and all of my
beneficiaries of either my estate or my Trust, or the issue of such beneficiaries, but shall
not be concerned with the fact that making this allocation could potentially benefit one
beneficiary to the detriment of another. My Executor shall not be liable to any
beneficiary of my estate or my Trust for any decision made with respect to such
allocation.
SECTION 2
DESIGNATION OF FIDUCIARIES
Z.1 I name as Executor of my estate my spouse, Ruth J. Brown, and if for any reason she
cannot or will not serve or continue to serve, I name Bank One Trust Company, Dayton,
Ohio, or any corporation that may succeed to its trust business. No bond shall be required
of any Executor named hereunder.
2.2 If ancillary proceedings become necessary, I name my domiciliary Executor as my
personal representative in the proceedings. If for any reason my domiciliary Executor
cannot serve, my domiciliary Executor shall select a person, firm or corporation capable
of acting as my ancillary personal representative. I give my ancillary personal
representative the same powers and authorities that T have given my domiciliary Executor.
No bond shall be required of my ancillary personal representative.
SECTION 3
PAYMENT OF DEBTS, EXPENSES AND TAXES
3.1 I direct my Executor to pay all my debts, expenses of my last illness, burial expenses and
expenses of administering my estate. My Executor may demand funds for the payment of
FROST BROWN TODD LLC 2
A7TORA'EYS AT LAW
2200 PNC CENTER
201 EAST FIFTH ST1lEET
Cnac1HNAT1.OH 4520:-4182
such amounts, and for cash bequests, from the Trustee of the Agreement of Trust referred
to in Section I.3.
3.2 I direct my Executor to pay all estate, inheritance or similaz taxes due by reason of my
death whether attributable to probate or non-probate property. Such taxes shall be paid
from the residue of my estate or from funds paid to my Executor for such purpose or from
funds which my Executor may demand, in my Executor's discretion, from the Trustee of
the Agreement of Trust referred to in Section 1.3. My Executor shall not seek to recover
any such taxes attributable to qualified terminable interest property ("QT1P") to which my
spouse's generation-skipping tax exemption shall have been allocated. With respect to
any other QTIl' from which such taxes are not payable according to the express terms of
the trust or other arrangement, my Executor shall recover any such taxes which my
Executor may have a right to recover. My Executor shall have no duty to recover any
such taxes from any other source.
3.3 Nothing contained in this Section 3 shall have the effect of altering any provisions
relating to the apportionment of taxes which maybe contained in the Agreement of Trust
referred to in Section 1.3.
SECTION 4
GENERAL PROVISIONS
4.1 I authorize my Executor to do all things necessary or desirable to administer my estate
and, by way of illustration and not in limitation of my Executor's powers, to do any and
all of the following without order of court:
4.1.1 To collect, pay and compromise debts and claims in favor of or against my estate.
4.1.2 To borrow money (including authority for a corporate Executor to borrow from
itself in its non-fiduciary capacity); and to renew any existing loans and to give
security therefor.
4.1.3 To sell real and personal property, publicly or privately; to lease real and personal
property for any term; to mortgage real property; to pledge personal property; and
to execute and deliver instruments to effectuate such powers.
4.1.4 To retain for such time as my Executor deems reasonable property constituting my
estate at the time of my death (including securities issued by a corporate Executor
or its affiliate), regazdless of whether such property is authorized by law for
investment by fiduciaries; and to invest and reinvest the proceeds of the sale of
such property, and cash, in whatever property my Executor deems reasonable
FROST' BROWN TODD LLC 3
ATTOM'EYS A7 L1W
2200 PNC CEN'tF.A
201 East FtFtll STREEt
CINCINNATI, OH 45202182
(including participation in any common trust fund established by a corporate
Executor for collective investment of fiduciary funds), whether or not the
investment is authorized by law for investment by fiduciaries, except that any
investment in securities issued by a corporate Executor or its affiliate shall only be
made upon order of the court having jurisdiction of my estate, or otherwise as
permitted by law.
4.1.5 To exercise and not exercise, as my Executor deems reasonable, rights of
ownership incident to securities held, including rights to vote, give proxies and
execute consents.
4.1.6 To hold property in the name of a nominee.
4,1.7 To make distribution in cash or in kind, or partly in each.
4.1.8 To employ legal counsel, investment counsel, appraisers and other agents, such as
agents for the collection of rentals or the management or sale of any assets held,
and to pay such compensation and expenses in connection therewith as my
Executor deems reasonable under the circumstances.
4.1.9 To disclaim, in whole or in part, any interest I or my estate may have to any
property.
4.2 If a distribution is to be made to a beneficiary who is incapacitated or incompetent, my
Executor may make distribution to such beneficiary, despite his or her incompetency, to
the guardian or guardians of his or her person or estate, to a custodian for such beneficiary
designated by my Executor, or to any person, corporation or institution for the benefit of
such beneficiary, as my Executor deems reasonable. The receipt of any such payee shall
be a complete discharge and release of my Executor.
4.3 In allocating any credit or charge to principal or income my Executor shall have the
power, exercisable as a fiduciary in good faith: to determine whether assets received
shall be treated as principal or income, provided that distributions of capital gains by
regulated investment companies, capital gains on the sale of assets and stock dividends in
stock of the declaring corporation shall be allocated to principal; to charge or apportion
expenses or losses to principal or income; to establish and maintain reasonable reserves
for depreciation, depletion, amortization and obsolescence; and to amortize or not to
amortize both premiums and discounts on investments. I relieve my Executor of the duty
of compliance with the provisions of Sections 2109.66 through 2109.68 of the Ohio
Revised Code and of Chapter 1340 of the Ohio Revised Code, as such provisions may
from time to time be amended, but I authorize my Executor to treat such provisions of the
Ohio Revised Code as advisory in exercising the discretionary authority granted herein.
FROST BROWN TODD LLC 4
ATTWtt~'EYS AT LJ1W
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201 EAST FILTH STREET
CnaCiNNATI.OH 45202-i 182
4.4 My Executor may join with my spouse (or my spouse's personal representative) in filing
any joint tax returns permitted by law. My Executor and my spouse (or my spouse's
personal representative) may share in the payment of any tax and in any benefit obtained
from filing the joint return in such manner as my Executor and my spouse (or my spouse's
personal representative) may agree.
4.5 Any payments made by my Executor which are allowable either as estate or income tax
deductions maybe taken as estate tax deductions or as income tax deductions, or partly as
each, as my Executor deems reasonable under the circumstances. I authorize my
Executor to allocate any benefit thereby obtained in such manner as my Executor deems
reasonable, without any liability to any person for so doing.
4.6 If any beneficiary survives me but shall disclaim all or any portion of any bequest(s)
created by this Will, such disclaimed property shall pass according to the terms of this
Will, as if such beneficiary had. predeceased me.
4.7 The words "child" or "children," when used in this Will, shall mean lineal descendants of
the first degree only, including an adopted person or persons. At the time of execution of
this Will, I have two living children, whose names aze Marcia Lynn Brown and Rebecca
Jean Beazdmore.
IN WITNESS WHEREOF, I have signed this my last Will on ,. iN'~ ~ ~ 2001.
t'7' ,~'
Harry M. Bro
The foregoing Will of Harry M. Brown was signed and acknowledged by him as his last
Wi11 in our presence, who, in his presence and in the presence of each other and at his request,
have hereunto signed our names as witnesses.
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FIRST CODICIL TO WILL
OF
HARRY M. BROWN
~•t~ ~
I, Harry M. Brown, now a resident of Montgomery County, Ohio, declare this to be the First
Codicil to my Will, dated June 1, 2001.
I hereby amend Section 2.1 of my Will so that as amended Section 2.1 reads in its entirety
as follows:
2.1 I name as Executor of my estate my spouse, Ruth J. Brown, and if
for any reason she cannot or will not serve or continue to serve, I
name PNC Bank, National Association, or any corporation that
may succeed to its trust business. No bond shall be required of any.
Executor named hereunder.
In all other respects I hereby xatify and confirm my Will as originally written.
WITNESS WHEREOF, I have signed this First Codicil to my Will on
~~~o~ -- ~~ 2004.
~~
Harry M. Brown
The foregoing First Codicil to the Will of Harry M. Brown was signed and acknowledged
by him as the First Codicil to his Will in our presence, who, in his presence and in the presence of
each other and at his request, have hereunto signed our names as witnesses.
t~ 1
CinLibrary/1375694.1
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SECOND CODICIL
TO THE LAST WILL AND TESTAMENT
OF
HARRY M. BROWN
I, HARRY M. BROWN, now a resident of Cumberland County, Pennsylvania, declare
this to be the Second Codicil to my Last Will and Testament dated June 1, 2001.
I hereby amend Section 2.1 of my Last Will and Testament so that as amended Section
2.1 reads in its entirety as follows:
2.1 I name as Executrices of my estate my daughters, MARCIA L. BROWN and
REBECCA J. BEARDMORE, and if for any reason they cannot or will not serve
or continue to serve, I name my grandson, AARON BEARDMORE as substitute
Executor. No bond shall be required of any Executrices or substitute Executor
named hereunder.
In all other respects I hereby ratify and confirm my Last Will and Testament as originally
written.
IN WITNESS WHEREOF, I have hereunto set my hand and seal this f~ November,
2008.
,/ Y ~R M. BROWN
The preceding instrument, consisting of this one typewritten page, was on the day and
date thereof signed, sealed, published and declared by the person thereof named, as and for his
Second Codicil to said Testator's Last Will and Testament, in the presence of us, who at his
request, in his presence and in the presence of each other have subscribed our names as witnesses
hereto.
ACKNOWLEDGMENT AND AFFIDAVIT
WE, HARRY M. BROWN, CHERYL L. CLELAND and MARTHA L. NOEL, the
testator and witnesses respectively, whose names are signed to the foregoing instrument, being
first duly sworn, do hereby declaze to the undersigned authority that the testator signed and
executed the instrument as a Second Codicil to his Last Will and that he had signed willingly,
and that he executed it as his free and voluntary act for the purpose herein expressed, and that
each of the witnesses, in the presence and hearing of the testator, signed the Second Codicil as a
witness and that to the best of their knowledge the testator was, at that time, eighteen years of
age or older, of sound mind and under no constraint or undue influence.
.~
M.
CLELAND
MARTHA L:
COMMONWEALTH OF PENNSYLVANIA
:SS:
COUNTY OF CUMBERLAND
Subscribed, sworn to and acknowledged before me by HARRY M. BROWN, the
testator herein, and subscribed and sworn to before me by CHERYL L. CLELAND and
MARTHA L. NOEL, witnesses, this S' day of November, 2008.
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Notary Pub c
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AMENDED AND RESTATED AGREEMENT OF TRUST
This instrument contains all of the terms of an Amended and Restated Agreement of Trust
made on ~'v '7i ~- I , 2001, by Harry M. Brown, hereinafter referred to as the
"Grantor" when referring to him in his individual capacity, and as the "Trustee" when referring to
him in his fiduciary capacity. The Grantor originally made the Agreement of Trust on May 9, 1989.
The Grantor reserved the right to amend the Agreement of Trust under Section 2.1 thereof and now
wishes to exercise such right by restating its provisions. Therefore, the Agreement of Trust
(hereafter referred to as the "Agreement") is hereby amended and restated in its entirety to read as
follows:
SECTION 1
TRUST PROPERTY
1.1 The Trustee acknowledges that at the time of execution of this Agreement the Trustee is
holding property which has previously been delivered to the Trustee. The Trustee agrees
to continue to hold such property in accordance with the terms set forth in this
Agreement.
1.2 The Trustee agrees that the Grantor, the Grantor's attorney-in-fact or any other person,
firm or corporation may from time to time add other property to the trust estate. The
Trustee agrees to accept and hold any such additional property, provided that the Trustee
may lawfully do so and provided that it is of the character normally acceptable by trustees
generally, whether such property is conveyed or delivered to the Trustee or whether it is
devised or bequeathed to the Trustee by Will.
SECTION 2
RIGHTS RETAINED BY GRANTOR
2.1 The Grantor may revoke this Agreement or, from time to time, amend its terms. Any
revocation or amendment shall be effective upon receipt by the Trustee of a writing
executed by the Grantor.
2.2 The Grantor may withdraw from time to time, upon prior written notice to the Trustee,
any or all of the property which constitutes the trust estate.
2.3 The Grantor may sell, assign or hypothecate any policies of insurance which may from
time to time be part of the trust estate, exercise any option or privilege granted by any of
such policies, borrow any sum in accordance with the provisions of any of such policies
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and receive all payments, dividends, surrender values, benefits or privileges of any kind
which maybe available under any of such policies.
2.4 The Grantor reserves the right, so long as the Grantor is not incapacitated or incompetent,
to approve any investments, reinvestments or changes in investments which the Trustee
may from time to time recommend. If, however, the Trustee notifies the Grantor in
writing of the Trustee's recommendation for investments, reinvestments or changes in
investments and the Grantor fails to reply to the Trustee within ten days from the date of
such notice, either by telephone, telegram, mail or in person, the Trustee may proceed to
make any investments, reinvestments or changes in investments about which the Trustee
has notified the Grantor.
SECTION 3
DISTRIBUTIONS DURING LIFE OF GRANTOR
3.1 If, at any time during the life of the Grantor, the trust estate includes any income-
producing assets, the Trustee shall pay the net income to the Grantor at least quarter-
annually, or in such other manner as directed by the Grantor in writing.
3.2 During any time when the Grantor is incapacitated or incompetent, the Trustee shall have
full power, in the Trustee's sole discretion, to use the net income and principal of the trust
for the support, maintenance and medical Gaze of the Grantor and the Grantor's spouse,
Ruth J. Brown (even though she may be serving as Trustee hereunder at the time). Any
net income not so distributed shall be accumulated and added to the principal of the trust.
SECTION 4
DISTRIBUTIONS UPON DEATH OF GRANTOR
4.1 Upon the death of the Grantor, the trust estate, including all amounts of income not
distributed to the Grantor during his life (even though accrued or accumulated by the
Trustee prior to the Grantor's death), any part of the Grantor's estate as maybe distributed
to the Trustee and all other property which is or becomes part of the trust estate, shall be
held and distributed as herein provided.
4.2 Upon demand in writing by the Executor or Administrator of the Grantor's estate, the
Trustee shall pay to such Executor or Administrator an amount equal to all, or such part
as is demanded, of the following: estate, inheritance or similar taxes due by reason of the
Grantor's death which aze imposed by any governmental authority; the Grantor's debts;
expenses of the Grantor's last illness; funeral and burial expenses; expenses of
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administering the Grantor's estate; and bequests under the Grantor's Will. If no Executor
or Administrator is acting, the Trustee may pay directly any of the above-described
amounts. Such amounts shall not be paid from assets which are excluded from the
Grantor's gross estate for Federal estate tax purposes.
4.3 If the Grantor's spouse, Ruth J. Brown, survives the Grantor, the Trustee shall divide the
trust assets which remain after deducting amounts otherwise paid or set apart to be paid
as provided in Section 4.2 (the "residue of the trust estate") into three parts, designated
Trust I, Trust II and Trust III, which shall be held and distributed as follows:
4.3.1 Trust I shall be a separate trust held under Section 5. It shall consist of assets
selected by the Trustee having a value equal to the lazgest amount, if any, that can
pass free of Federal estate tax, taking into account the unified credit and the state
death tax credit but no other credit, reduced by the value (as finally determined far
Federal estate tax purposes) of all property included in the Grantor's gross estate
passing other than under this Section 4.3 (whether by the Grantor's Will, other
provisions of this Agreement or otherwise) which does not qualify for the Federal
estate tax marital deduction or charitable deduction, and reduced further by any
charges to principal that are not deducted in computing the Grantor's Federal
estate tax. Notwithstanding the foregoing, in determining the largest amount that
can pass free of Federal estate tax taking into account the unified credit and state
death tax credit, but no other credit, the Trustee shall not consider the state death
tax credit if the state death taxes paid by the Grantor's estate are determined solely
with reference to the state death tax credit. In addition, if the residue of the trust
estate includes any assets which are excluded from the Grantor's gross estate for
Federal estate tax purposes, such property (less the expenses, including taxes, if
any, incurred in connection with the receipt of such assets) shall be added to Trust
I as principal.
4.3.2 Trust II shall be of an amount equal to $1,060,000 (or such amount that is then
exempt from the generation-skipping transfer tax under Section 2631 of the
Internal Revenue Code, as such section maybe amended or renumbered), reduced
by (i) any portion of the generation-skipping transfer tax exemption under Section
2631 of the Internal Revenue Code (the "Code"), as such section maybe amended
or renumbered, which has been allocated by the Grantor during his life (including
allocation on any gift tax return filed by the Executor of the Grantor's estate for
the period ending with the Grantor's death) or which by Section 2632(b) shall
have been deemed allocated during the Grantor's life to other generation-skipping
transfers; (ii) the value of all direct skip transfers (as defined in Section 2612(c) of
the Code) made under this Agreement, by way of any other revocable trust
agreement (as amended) established by the Grantor, or in the Grantor's Last Will
and Testament or any Codicil thereto, unless in such a dispositive clause the
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Grantor shall have directed the Grantor's Executor not to allocate any generation-
skipping transfer exemption to such direct skip transfer; and (iii} the amount
provided to be placed in Trust I pursuant to Section 4.3.1. Trust II shall beheld as
a separate trust under Section 6.
4.3.3 Trust III shall be a separate trust held under Section 7 and shall consist of the
balance of the residue of the trust estate.
4.3.4 If the Grantor's spouse, Ruth J. Brown, or the Executor of her estate, shall
disclaim all or any portion of Trust II or Trust III, the disclaimed property shall be
added to Trust I. In that event, with respect to the disclaimed property, Ruth J.
Brown shall have all rights provided in Trust I.
4.4 If the Grantor's spouse, Ruth J. Brown, does not survive the Grantor, the residue of the
trust estate shall be divided into as many equal shares as there are children of the Grantor
then living and deceased children of the Grantor with issue then living. One such equal
share shall be allocated, per stirpes, for the issue then living of each deceased child of the
Grantor, and each such issue's allocable part shall be distributed to such issue, subject to
Section 8.3. Each such equal share divided for a then living child of the Grantor shall be
held and distributed as follows: e
4.4.1 The Trustee shall allocate to a separate trust to be held for the benefit of such
child the "Generation-Skipping Amount." The "Generation-Skipping Amount"
shall be determined by dividing (A} by (B) where (A) is the sum of $1,060,000 (or
such amount that is then exempt from the generation-skipping transfer tax under
Section 2631 of the Internal Revenue Code (the "Code"), as such section may be
amended or renumbered), reduced by (i) any portion of the generation-skipping
transfer exemption under Section 2631 of the Code, as such section may be
amended or renumbered, which has been allocated by the Grantor during his life
(including allocation on any gift tax return filed by the Executor of the Grantor's
estate for a period ending with the Grantor's death) or which by Section 2632(b)
of the Code shall have been deemed allocated during the Grantor's life to other
generation-skipping transfers; and (ii) the value of all direct skip transfers (as
defined in Section 2612(c) of the Code) made byway of any other revocable trust
agreement (as amended) established by the Grantor, or in the Grantor's Last Will
and Testament or any Codicil thereto, unless in such dispositive clause the
Grantor shall have directed the Grantor's Executor not to allocate any generation-
skipping transfer exemption to such direct skip transfer, and (B) is the number of
children of the Grantor living at the time the division is made pursuant to Section
4.4. The share of a child so allocated shall be held in a sepazate trust under
Section 8.1 for the benefit of such child.
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4.
4.4.2 The balance of such equal share, if any, shall be placed in a separate trust to be
held under Section 8.2 for the benefit of such child.
4.5 For the purposes of this Agreement, the Grantor's spouse, Ruth J. Brown, shall not be
deemed to have survived the Grantor unless she in fact survives the Grantor for a period
of ninety days.
SECTION 5
TRUST I
5.1 The Trustee shall pay the net income of Trust I to Ruth J. Brown at least quarter-annually
during her life.
5.2 If, in the sole opinion of the Trustee, the net income of Trust I is insufficient to provide
for the support, maintenance and medical care of Ruth J. Brown, the Trustee may, in the
Trustee's sole discretion, distribute to her as much of the principal of Trust I as the
Trustee determines is advisable for such purposes. In exercising this discretionary power,
the Trustee may, but need not, consider Ruth J. Brown's other income and means of
support known to the Trustee, and to the extent practicable shall first make distributions
of principal from Trust III and then from Trust II.
5.3 Trust I shall terminate upon the death of Ruth J. Brown. Upon termination the Trustee
shall divide the principal and any undistributed income of Trust I (including income
accrued or accumulated by the Trustee prior to termination) into as many equal shares as
there are children of the Grantor then living and children of the Grantor then deceased
with issue then living. One such equal share shall be held for each living child of the
Grantor under Section 8.1. One such equal share shall be allocated, per stirpes, for the
issue then living of each deceased child of the Grantor, and each such issue's allocable
part shall be distributed to such issue, subject to Section 8.3.
SECTION 6
TRUST II
6.1 The Trustee shall pay the net income of Trust II to Ruth J. Brown at least quarter-annually
during her life.
6.2 If, in the sole opinion of the Trustee, the net income of Trust II is insufficient to provide
for the support, maintenance and medical care of Ruth J. Brown, considering her other
income and means of support known to the Trustee, the Trustee may, in the Trustee's sole
discretion, distribute to her as much of the principal of Trust II as the Trustee determines
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is advisable for such purposes, provided that the Trustee shall not distribute principal of
Trust II to her at any time when principal is available for distribution to her from Trust IlI.
6.3 Trust II shall terminate upon the death of Ruth J. Brown. Upon termination any
undistributed income of Trust II (including income accrued or accumulated by the Trustee
prior to termination) shall be distributed to the estate of Ruth J. Brown, and the remaining
assets of Trust II shall be distributed in the same manner as provided in Section 5.3 for
the distribution of Trust I upon the death of the Grantor's spouse.
SECTION 7
TRUST III
7.1 The Trustee shall pay the net income of Trust III to Ruth J. Brown at least quarter-
annually during her life.
7.2 If, in the sole opinion of the Trustee, the net income of Trust III is insufficient to provide
for the support, maintenance and medical care of Ruth J. Brown, considering her other
income and means of support known to the Trustee, the Trustee may, in the Trustee's sole
discretion, distribute to her as much of the principal of Trust III as the Trustee determines
is advisable for such purposes.
7.3 Ruth J. Brown shall have the power to withdraw, at any one time or from time to time,
any part or all of the principal of Trust III upon first giving written notice to the Trustee of
her intention to withdraw.
7.4 Trust III shall terminate upon the death of Ruth J. Brown. Upon termination the principal
and any undistributed income of Trust III (including income accrued or accumulated by
the Trustee prior to termination} shall be distributed as follows:
7.4.1 First, the Trustee shall pay to the Executor of the estate of Ruth J. Brown an
amount equal to the Federal and state death taxes resulting from the inclusion of
the assets of Trust II and Trust III, and state death taxes resulting from the
inclusion of assets of Trust I, in the taxable estate of Ruth J. Brown over and
above the amount of such taxes which would have been payable had such assets
not been included in the taxable estate.
7.4.2 Next, the Trustee shall divide the remaining trust assets into as many equal shares
as there are children of the Grantor then living and deceased children of the
Grantor with issue then living. One such equal share shall be held for each living
child of the Grantor under Section 8.2. One such equal share shall be allocated,
per stirpes, for the issue then living of each deceased child of the Grantor, and
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each such issue's allocable part shall be distributed to such issue, subject to
Section 8.3.
SECTION 8
TRUSTS FOR CHII,DREN AND FOR PERSONS UNDER 35
8.1 Any share of the trust estate required to be held for the benefit of a child of the Grantor
under this Section 8.1 shall be held for such child by the Trustee as a separate trust for the
benefit of such child under the following terms and conditions:
8.1.1 The Trustee shall pay the net income of the trust to the child for whom the trust is
held at least quarter-annually during her life.
8.1.2 If, in the sole opinion of the Trustee, the net income of the trust is insufficient to
provide for the support, maintenance and medical care of the child for whom the
trust is held, the Trustee may, in the Trustee's sole discretion, distribute to her as
much of the principal of the trust as the Trustee determines is necessary for such
purposes. In exercising this discretionary power, the Trustee may, but need not,
consider such child's other income and means of support known to the Trustee.
8.1.3 In addition to the distributions of principal which the Trustee is authorized to
make under Section 8.1.2, the Trustee may, in the Trustee's sole discretion,
distribute to any one or more of the issue of the child for whom the trust is held as
much of the principal of the trust as the Trustee determines is necessary to provide
for such issue's support, maintenance, education and medical care, considering his
or her other income and means of support known to the Trustee. In making
distributions of principal to such child's issue hereunder, the Trustee shall not be
required to make distributions proportionately among such issue, but may make
distributions disproportionately among them, according to their respective needs
at the time of payment, and the Trustee may make distributions to one or more of
such issue to the exclusion of others.
8.1.4 The child for whom the trust is held shall have full power to appoint, effective at
the date of her death, the entire principal and any undistributed income of the
trust, or any portion thereof, to any one or among any two or more of such child's
issue, in such proportions or shares as she may designate.
8.1.5 The trust shall terminate upon the date of death of the child for whom the trust is
held. Upon termination of the trust, the Trustee shall distribute the principal and
any undistributed income thereof (including income accrued or accumulated by
the Trustee prior to termination) in such manner as such child may have appointed
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in exercise of the power given such child under Section 8.1.4. Any part remaining
unappointed shall be distributed to such child's then living issue, per stirpes, or if
none, to the Grantor's then living issue, per stirpes; provided, however, that if any
share of the trust estate is required to be distributed to a child of the Grantor and if
a trust is then being held for such child under this Section 8.1, such share shall not
be distributed to such child directly, but shall be added to the principal of the trust
held for her under this Section 8.1; and any shaze of the trust estate required to be
distributed to a more remote issue of the Grantor shall be subject to Section $.3.
8.2 Any share of the trust estate required to be held for the benefit of a child of the Grantor
under this Section 8.2 shall be held as a separate trust for such child under the following
terms and conditions:
8.2.1 The Trustee shall pay the net income of the trust to the child for whom the trust is
held at least quarter-annually during her life.
8.2.2 If, in the sole opinion of the Trustee, the net income of the trust is insufficient to
provide for the support, maintenance, education and medical care of the child for
whom the trust is held, the Trustee may, in the Trustee's sole discretion, distribute
to her as much of the principal of the trust as the Trustee determines is necessary
for such purposes. In exercising this discretionary power, the Trustee may, but
need not, consider such child's other income and means of support known to the
Trustee.
8.2.3 The child for whom the trust is held shall have the right to withdraw, at any one
time or from time to time, any part or all of the principal of the trust held for her
upon first giving written notice to the Trustee of her intention to withdraw.
8.2.4 The trust shall ternrinate upon the date of death of the child for whom the trust is
held. Upon termination of the trust, the Trustee shall distribute the principal and
any undistributed income thereof (including income accrued or accumulated by
the Trustee prior to termination) to such child's then living issue, per stirpes, or if
none, to the Grantor's then living issue, per stirpes. Notwithstanding the
foregoing, if any share of the trust estate is required to be distributed to a child of
the Grantor and if a trust is then being held for such child under Section 8.1, such
shaze shall not be distributed to such child directly, but shall be added to the
principal of the trust held for her under Section 8.1; and any share of the trust
estate required to be distributed to a more remote issue of the Grantor shall be
subject to Section 8.3.
8.3 If any person other than a child of the Grantor who becomes entitled to all or any share of
the trust estate upon the death of the Grantor or all or any share of the principal and
undistributed income of any trust held hereunder upon its termination is under age 35 at
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the time set for distribution to him or her, his or her share shall not be distributed to him
or her directly, but shall continue to be held by the Trustee as a separate trust for his or
her benefit under the following terms and conditions:
8.3.1 During any period when the person for whom the trust is held is under age 21, the
Trustee may, in the Trustee's sole discretion, pay to such person, at such times as
the Trustee determines, all or such part of the net income of the trust as the
Trustee determines to be necessary to provide for his or her support, maintenance,
education and medical care; and any net income not so distributed shall be
accumulated and added to the principal of the trust. After the person for whom
the trust is held attains age 21, the Trustee shall pay the net income of the trust to
him or her at least quarter-annually.
8.3.2 If, in the sole opinion of the Trustee, the net income of the trust is insufficient to
provide for the support, maintenance, education and medical care of the person for
whom the trust is held, the Trustee may, in the Trustee's sole discretion, distribute
to him or her as much of the principal of the trust as the Trustee determines is
necessary for such purposes. In exercising this discretionary power, the Trustee
may, but need not, consider such person's other income and means of support
known to the Trustee.
8.3.3 The trust shall terminate as to one-half of the principal thereof on the date when
the person for whom the trust is held attains age 30 and as to the remaining
principal and any undistributed income thereof on the date when such person
attains age 35, and distribution shall be made to such person of the shares
indicated on such dates. If, in the sole opinion of the Trustee, the trust estate has
at any time been so reduced as to make it uneconomical or otherwise impractical
to continue to hold the trust estate in trust, the trust shall terminate and the Trustee
shall distribute the principal and any undistributed income thereof to the person
for whom the trust is held, outright and free of trust. If at the time the trust is
established the person for whom the trust is held has attained age 30 but has not
yet attained age 35, the Trustee shall distribute directly to such person one-half of
the principal of the trust as of the date the trust is established, and the Trustee
shall hold the balance of the trust estate for such person under the terms and
conditions hereof. If the person for whom the trust is held dies before receiving
distribution of all of the principal and undistributed income of the trust, the trust
shall terminate on the date of his or her death, and the principal and any
undistributed income thereof (including income accrued or accumulated by the
Trustee prior to termination) shall be distributed to such person's estate.
8.4 In making decisions about distributions to a person to whom distributions might be made
from more than one trust held for such person under any provision of this Section 8, the
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Trustee is encouraged to consider the income, estate and generation-skipping tax
consequences of making distributions from each such trust.
8.5 The word "education," when used in this Agreement, shall mean all types and levels of
education, both public and private, and shall include, but not be limited to, primary and
secondary education, college or university education, post-graduate education, training
such as that provided by a business school, vocational school or technical school, and any
education which may be required because of the particular abilities or disabilities of a
beneficiary. It shall also include all tuition, boazd, lodging, fees, books and equipment,
travel expenses and other expenses incidental thereto.
8.6 Solely for purposes of investment convenience, the Trustee may hold and invest the assets
of the sepazate trusts held under this Section 8 as a unit, without physically dividing them,
until actual division becomes necessary in order to make distribution, and in such case the
Trustee shall allocate to each separate trust its proportionate part of receipts and
expenditures. If at any time there shall be held under Section 8.1, Section 8.2 or Section
8.3 more than one trust for the same person, the trusts for such person under such section
shall be combined and treated as one trust estate.
SECTION 9
GENERAL PROVISIONS
9.1 The Trustee shall have the following powers, in addition to authority the Trustee may
have under the laws of any state, which the Trustee may exercise without order of court:
9.1.1 To collect, pay and compromise debts and claims.
9.1.2 To barrow money, including authority for a corporate Trustee to borrow from
itself in its non-fiduciary capacity.
9.1.3 To sell real and personal property, publicly or privately; to give options to buy real
and personal property for any length of time; to lease real and personal property
for any term; to mortgage real property; to pledge personal property; and to
execute and deliver instruments to effectuate such powers.
9.1.4 To retain property received by the Trustee (including securities issued by a
corporate Trustee or its affiliate), regazdless of whether such property is
authorized by law for investment by fiduciaries; and to invest and reinvest the
proceeds of the sale of such property, and cash, in whatever property the Trustee
deems reasonable (including participation in any common trust fund established
and maintained by a corporate Trustee for collective investment of fiduciary
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funds), whether or not the investment is authorized by law for investment by
fiduciaries. A corporate Trustee may invest in securities issued by it or its affiliate
only at the written direction of the Grantor, or if he is incapacitated or
incompetent, of his spouse. After the Grantor's death, a corporate Trustee may
invest in securities issued by it or its affiliate only at the written direction of the
primary income beneficiary of the trust for which such securities are purchased,
the guardian or custodian to act for any beneficiary who is incapacitated or
incompetent. The provisions of this Section 9.1.4 shall be subject to Section 2.4.
9.1.5 To exercise and not exercise, as the Trustee deems reasonable, rights of ownership
incident to securities that the Trustee may hold, including rights to vote, give
proxies and execute consents, provided that a corporate Trustee shall exercise
voting rights under any securities issued by it or its affiliate only at the written
direction of the Grantor, or if he is incapacitated or incompetent, of his spouse.
After the Grantor's death, the primary income beneficiary of the trust to which
such securities are allocated shall have the same right which the Grantor had
during his lifetime to exercise such rights as to such securities, the guardian or
custodian to act for any beneficiary who is incapacitated or incompetent.
9.1.6 To sell or issue call options against any security or asset now or hereafter held in
the trust estate, including without limitation the sale or issuance of any option
which is traded on the Chicago Board Options Exchange, the American Exchange
or any other exchange; to take any and all action as may be, in the Trustee's
opinion, necessary or advisable in connection with the sale or issuance of such
options, including the execution and delivery of escrow receipts; and to purchase
any call option, including the repurchase of any call option which the Trustee may
have sold, even if at a loss.
9.1.7 To hold property in the name of a nominee.
9.1.8 To sell property and to borrow funds from one trust (except not from any trust for
which a marital deduction has been elected) to or in favor of another trust
established by this Agreement as if dealing with outside interests.
9.1.9 To hold property otherwise directed to be added to or consolidated with the trust
property of any trust held hereunder as a separate trust having terms identical to
the terms of the existing trust; to sever any trust on a fractional basis into two or
more separate trusts for any reason; to segregate by allocation to a separate
account or trust a specific amount out of, a portion of, or specific assets included
in, the trust property of any trust held hereunder to reflect a partial disclaimer or
for any tax or other reasan in a manner consistent with any applicable rules or
regulations. In administering the trust property of any separate account or trust
and in making applicable tax elections, the Trustee shall consider the differences
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in Federal tax attributes and all other factors the Trustee believes pertinent and
may make disproportionate distributions from the separate trusts created. A
separate trust created by severance or segregation shall be treated as a separate
trust for all purposes from and after the date ~ designated by the Trustee as the
effective date of the severance or segregation and shall be held on terms and
conditions that are equivalent to the terms of the trust from which it was severed
or segregated so that the aggregate interests of each beneficiary in the several
trusts are equivalent to the beneficiary's interests in the trust before severance or
segregation; provided, however, that any terms of the trust before severance or
segregation that would affect qualification of the trust for any Federal tax
deduction, exclusion, election, exemption or other special Federal tax status must
remain identical in each of the separate trusts created.
9.2 No person leasing or purchasing property from or lending money to or otherwise dealing
with any trust and no transfer agent requested to transfer corporate securities to or from
any trust need inquire as to the purpose of the lease, sale, loan, transfer or assignment or
see to the application of the proceeds, and the receipt of the Trustee shall be a complete
acquittance and discharge of such person for the amount paid.
9.3 The Trustee is authorized to distribute trust assets in cash or in kind, or partly in each.
When the Trustee is required to make a division of trust assets and to distribute such
assets either to separate trusts created hereunder (such as Trust I, Trust II and Trust III), to
beneficiaries outright, or to any combination of trusts and beneficiaries, the Trustee is
authorized to make any such division and distribution in such manner as the Trustee shall
determine. If the Trustee determines not to divide real property, the Trustee may convey
undivided interests therein. The Trustee need not divide each trust asset proportionately
among the trusts and beneficiaries entitled to distribution. The Trustee may select
specific assets for allocation to one trust or beneficiary to the exclusion of the others so
long as each trust and beneficiary receives the share to which he, she or it is entitled of
the fair market value of the trust assets which are the subject of such division and
distribution. If it is necessary for the Trustee to value trust assets for the purposes of
division and distribution, each such asset shall be valued at what the Trustee determines
to be its fair market value on the date of distribution. Notwithstanding the foregoing, if
Trust I, Trust II and Trust III are to be established hereunder, assets which do not qualify
for the marital deduction for Federal estate tax purposes shall be allocated to Trust I, and
to the extent possible, assets which are exempt from Ohio estate taxes, such as life
insurance and real estate located outside Ohio, shall be allocated to Trust I.
9.4 The Grantor recognizes that under the Federal tax law applicable at the date of execution
of this Agreement there are substantially different tax consequences associated with the
numerous tax elections which are required to be made by the Executor or Administrator
of the Grantor's estate and by the Trustee which may affect the various beneficiaries in
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different ways. The Trustee shall not be required to make any compensatory adjustments
to any beneficiary by reason of the manner in which any such election was exercised.
9.5 The administrative and discretionary powers granted the Trustee herein shall be exercised
in such a manner as not to diminish in any way the full beneficial enjoyment of the
Grantor's spouse, Ruth J. Brown, in Trusts I, II and III nor to restrict her general power of
appointment with respect to Trust III, and in the exercise of such administrative and
discretionary powers the Trustee shall use the same degree of judgment and care a
prudent man would use if he were the owner of the trust assets. If at any time any of the
assets allocated to Trust I, Trust II or Trust III shall consist of unproductive property, the
Trustee shall convert such unproductive property to income-producing property upon
written notice from the Grantor's spouse.
9.6 In allocating any credit or charge to principal or income the Trustee shall have the power,
exercisable as a fiduciary in good faith: to determine whether assets received shall be
treated as principal or income, provided that distributions of capital gains by regulated
investment companies, capital gains on the sale of assets and stock dividends in stock of
the declaring corporation shall be allocated to principal; to charge or apportion expenses
or losses to principal or income; to establish and maintain reasonable reserves for
depreciation, depletion, amortization and obsolescence; and to amortize or not to
amortize both premiums and discounts on investments. The Grantor relieves the Trustee
of the duty of compliance with the provisions of Sections 2109.66 through 2109.68 of the
Ohio Revised Code and of Chapter 1340 of the Ohio Revised Code, as such provisions
may from time to time be amended, but the Grantor authorizes the Trustee to treat such
provisions of the Ohio Revised Code as advisory in exercising the discretionary authority
granted herein.
9.7 The Trustee is authorized to employ legal counsel, investment counsel and other agents in
any matter in connection with the administration of any of the trusts, such as agents for
the collection of rentals or the management or sale of any of the trust estate. The Trustee
may pay such compensation and expenses in connection therewith as the Trustee deems
reasonable under the circumstances.
9.8 The Trustee assumes no responsibility with respect to the validity or enforceability of any
policy of insurance delivered or made payable to the Trustee hereunder, nor with respect
to the payment of any premiums or other amounts that maybe due or may become due on
any such policy, nor does the Trustee assume responsibility for doing anything else that
maybe required in order to keep any such policy in force. Any insurance company which
has issued a policy of insurance (whether or not on the Grantor's life) payable to the
Trustee hereunder need not inquire into or take notice of this Agreement, nor see to the
application of the proceeds of any such policy or any other amounts paid to the Trustee,
and the receipt of the Trustee shall be a complete release and discharge of the insurance
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company for the amount so paid and shall be binding upon every beneficiary of any trust
created hereunder. If a dispute arises with respect to the collection by the Trustee of the
proceeds of any such policy, the Trustee shall have authority to compromise such dispute
in any manner the Trustee deems to be in the best interests of the trust, and the Trustee
may enter into any agreement with respect to such compromise which the Trustee deems
appropriate and may release any insurance company from any liability under any such
policy. The Trustee need not engage in litigation to collect the proceeds due under any
such policy unless and until the Trustee is fully indemnified to the Trustee's satisfaction
by beneficiaries of the trust from any liability which may result from such litigation,
including obligations incurred by the Trustee for attorney fees, court costs and other
expenses incident to such litigation.
9.9 If a beneficiary (the "Donee") exercises a power of appointment given him or her under
any section of this Agreement, the Donee may appoint the property outright or in trust. ff
the Donee appoints in trust, he or she may select a trustee or trustees, establish such
administrative powers as he or she deems appropriate, create different types of interests,
including the creation of new powers of appointment, and impose any lawful conditions
upon any appointment. A Donee may exercise his or her power of appointment only by
Will, by making specific reference to the power exercised.
9.10 income or principal of any trust created under this Agreement which becomes payable or
is, in the discretion of the Trustee, distributable to any beneficiary who is incapacitated or
incompetent may be paid to such beneficiary, despite his or her incapacity or
incompetency, to his or her parent or parents, to the guardian or guardians of his or her
person or estate, to a custodian for such beneficiary designated by the Trustee, or to any
person, corporation or institution for the benefit of such beneficiary, as the Trustee deems
reasonable. The receipt of any such payee shall be a complete discharge and release of
the Trustee.
9.11 For all purposes of this Agreement, a person, including the Grantor, shall be considered
incapacitated or incompetent if under age 18, or if so declared by a court having
jurisdiction, or if such person's personal physician or any two physicians selected by the
Trustee shall advise the Trustee of such incapacity or incompetency in writing. Any such
incapacity or incompetency established in the first instance by declaration of court maybe
removed only by such court, or if established in the first instance by such person's
personal physician or any two physicians selected as above provided, maybe removed by
either the personal physician then serving such person or any two physicians selected by
the Trustee (who need not be the same two physicians who may have advised the Trustee
of such person's incapacity or incompetency).
9.12 Notwithstanding any other provisions of this Agreement, unless terminated at an earlier
date under other provisions hereof, all trusts held under Section 8 of this Agreement shall
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terminate 21 years after the death of the last to die of such of the Grantor, the Grantor's
spouse and the Grantor's issue who are living on the date of the termination of the
Grantor's power to revoke the trusts established by this Agreement, whether such power
terminates by death of the Grantor or otherwise, and thereupon the Trustee shall distribute
to the persons then entitled to receive income from any trust the share of the trust from
which any such person is then entitled to receive income.
9.13 Except as may be otherwise provided herein, the renunciation, surrender, release or
disclaimer by any beneficiary of any interest(s) of his or hers in any trust created by this
Agreement shall accelerate all other interests therein (including other interests which may
be held by him or her) in the same manner as would have his or her death at the same
time, but only as to such renounced, surrendered, released or disclaimed interests}.
9.14 The words "child" or "children," when used in this Agreement, shall mean lineal
descendants of the first degree only, including an adopted person or persons. The
Grantor's children are Marcia Lynn Brown and Rebecca Jean Beardmore. The word
"issue," when used in this Agreement, shall mean lineal descendants of any degree,
including an adopted person or persons.
9.15 Throughout this Agreement words used in the singular or plural shall be read in the plural
or singular, and pronouns shall be read in the feminine, masculine or neuter gender, as the
facts or context may require to accomplish the purpose intended.
9.16 This trust has been accepted by the Trustee in the State of Ohio, and all questions
pertaining to the trust and its validity and the administration thereof, and to the
construction of this Agreement, shall be determined in accordance with the laws of the
State of Ohio.
SECTION 10
THE TRUSTEE
10.1 Harry M. Brown shall serve as Trustee hereunder until the first to occur of his death,
resignation, incapacity or incompetence. At such time as Harry M. Brown ceases to serve
as Trustee hereunder, the successor Trustee shall be the first named of the following who
can and will qualify to serve, and if the one qualifying ceases to serve for any reason, the
next in the order named who can and will qualify to serve: the Grantor's spouse, Ruth J.
Brown; Bank One Trust Company, Dayton, Ohio, or any corporation that may succeed to
its trust business.
10.2 The Grantor shall have the right to require any Trustee acting hereunder to resign as
Trustee by delivering written notice of such direction to such Trustee. After the Grantor's
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death, the Grantor's spouse, if she is then living, shall have the same right which the
Grantor had during his lifetime to require a Trustee to resign. Any Trustee acting
hereunder shall have the right to resign upon written notice to the Grantor, and after the
Grantor's death, to all of the beneficiaries then entitled to receive income under the trust
or trusts as to which the Trustee is resigning who are not incapacitated or incompetent
and to the guardians} or custodian(s) of those who are incapacitated or incompetent.
10.3 Upon the resignation of any Trustee, voluntarily or involuntarily, the Trustee shall turn
over the assets and adminstration of the trust or trusts then held hereunder as to which
the Trustee is resigning to the successor Trustee named under Section 10.1, or if none, to
such person, bank or trust company as may be selected by the Grantor. Upon the
resignation of any Trustee, voluntarily or involuntarily, after the death of the Grantor, the
Trustee shall turn over the assets and administration of the trust or trusts then held
hereunder as to which the Trustee is resigning to the successor Trustee named under
Section 10.1, or if none, to such bank or trust company authorized to do business under
the laws of any state or under the National Bank Act of the United States as may be
selected by each of the primary income beneficiaries of the trust or trusts as to which the
Trustee is resigning, the guardian or custodian to act for any beneficiary who is
incapacitated or incompetent.
10.4 A Trustee may serve for one or more trusts established hereunder without serving as
Trustee for all trusts established hereunder.
10.5 An individual Trustee shall be entitled to receive reasonable compensation for serving
hereunder but may waive all or any portion of such compensation. A corporate Trustee
shall be entitled to receive such compensation as is provided for in its current schedule of
fees effective from time to time.
10.6 If there shall be included among the assets of any trust held hereunder assets which are
located in another state, and if under the laws of such other state the Trustee acting
hereunder ("domiciliary Trustee") cannot or will not serve as Trustee of such assets, then
the domiciliary Trustee is authorized, in the domiciliary Trustee's sole discretion, to select
some individual or corporation authorized to do business in such other state to serve as
Co-trustee with the domiciliary Trustee or to serve as its agent for purposes of holding
title to and/or managing such assets, with all the powers, authorities and duties granted
the domiciliary Trustee under this Agreement. The individual or corporation who serves
as Co-trustee or agent for such purposes shall be entitled to the compensation which is
agreed upon by the domiciliary Trustee and such Co-trustee or agent. Such Co-trustee or
agent shall exercise all powers and authorities with regard to such out-of--state assets after
consultation with and at the direction of the domiciliary Trustee, it being the Grantor's
intention to vest in the domiciliary Trustee the power to supervise and control such Co-
trustee or agent in the conduct of such office. Such Co-trustee or agent shall not
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participate in decisions relative to other assets of the trust and shall not be required to
give bond. If the out-of--state assets are sold, the sale proceeds shall be paid to the
domiciliary Trustee. '
10.7 Any successor Trustee shall have each and every right, privilege, power, discretion,
authority and duty of the original Trustee and shall be subject to the same responsibilities.
Any successor Trustee shall qualify by executing a written instrument of acceptance of
the trusteeship which shall be attached to any counterpart or copy of this Agreement. No
bond shall be required of any Trustee for serving as such.
IN WITNESS WHEREOF, the Grantor and the Trustee have signed duplicates hereof,
each of which shall be deemed an original, on the date first above written.
WITNESSES:
s, c.~~
(Signature of Seco~ Witness
Printed Name of Witness sUC.~ --s
As to Harry M. Brown, Grantor and
WHEREOF, I have signed and affixed my seal to this Agreement on
2001. h?~
STATE OF OHIO, COUNTY OF HAMILTON: SS:
Before me, the undersigned, a Notary Public in and for said county and state, personally
appeared Harry M. Brown, who executed the foregoing Agreement as the Grantor and
acknowledged the signing thereof to be his voluntary act for the uses and purposes therein
contained.
~ ~/
Public
CINlibraryl1002247.1
~/ ~~~7
Harry M. rown, Grantor
~-
Harry M. wn, Trustee
JAMES S. WACHS, Attorney at Law
rooTaRr pVg~ ~c .STATE OF OHIO
My Gammtsslnn ras no expiratbn
nat. Seeuon 147A3 O.R.Cs
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17.
FIRST AMENDMENT TO AMENDED AND
RESTATED AGREEMENT OF TRUST
This instrument, made on ~a~~ ~W '~ ~a~2004, constitutes the First Amendment
to the Amended and Restated Agreement of Trust dated June 1, 2001 (hereinafter referred to as the
"Agreement"), made by Harry M. Brown, as both the "Grantor" and the "Trustee" thereof.
WITNESSETH:
WHEREAS, the Grantor has xeserved the right to amend the Agreement under Section 2.1
thereof, and now desires to exercise such right as hereinafter set forth;
NOW, THEREFORE, Section 10.1 of the Agreement is amended so that as amended
Section 10.1 reads in its entirety as follows:
10.1 Harry M. Brown shall serve as Trustee hereunder until the first to occur of
his death, resignation, incapacity or incompetence. At such time as Harry
M. Brown ceases to serve as Trustee hereunder, the successor Trustee
shall be the first named of the following who can and will qualify to serve,
and if the one qualifying ceases to serve for any reason, the next in the
order named who can and will qualify to serve: the Grantor's spouse, Ruth
J. Brown; PNC Bank, National Association, or any corporation that may
succeed to its trust business.
In all other respects the Agreement is ratified and affirmed as originally written and
heretofore amended and restated. The Trustee's execution of this amendment shall constitute his
consent thereto.
IN WITNESS WHEREOF, the parties have executed this amendment on the date first
above mentioned.
WITNESSES:
~~
Hang M. wn, Grantor
(Signature of First Witnae
Printed Name of Witnes
,' ~~ •- ~~
r ~ _ r~~~
~ Harry M. B wn, Trustee
`(i tore of Second Witness) jJ~
Printed Name of Witness ~ ~~) .~` !U`~ /~1 ~ ~ ~~ l/~,,)
As to Harry M. Brown, Grantor and Trustee
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STATE OF OHIO, COUNTY OF HAMILTON: SS:
Before me, the undersigned, a Notary Public in and for the said County and State, personally
appeared Harry M. Brown, who executed the foregoing First Amendment to Amended and Restated
Agreement of Trust and acknowledged the signing thereof to be his voluntary act for the uses and
purposes therein contained.
IN TESTIMONY WHEREOF, I have signed my name and affixed my seal to this
instrument on ~ C~ , 2004.
~,
Notary ublic
CYNiJ~1f L. WOLF, Notary Public
CinLibrary/1375714.1 In and for the State of Ohio
My ConnMsaion Expires Oct. 30, 2007
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2.
SECOND AMENDMENT TO THE
AMENDED AND RESTATED AGREEMENT OF TRUST
This instrument, made on this S day of November, 2008, constitutes the Second
Amendment to the Amended and Restated Agreement of Trust dated June 1, 2001 (hereinafter
referred to as the "Agreement"), made by Harry M. Brown, as both the "Grantor" and the
"Trustee" thereof.
WITNESSETH:
WHEREAS, the Grantor has reserved the right to amend the Agreement under Section
2.1 thereof, and now desires to exercise such right as hereinafter set forth;
NOW, THEREFORE, Section 10.1 of the Agreement is amended so that as amended
Section 10.1 reads in its entirety as follows:
10.1 Harry M. Brown shall serve as Trustee hereunder until the first to occur of his
death, resignation, incapacity or incompetence. At such time as Harry M. Brown
ceases to serve as Trustee hereunder, the successor Trustees shall be the -first two
named of the following who can and will qualify to serve, and if the one
qualifying ceases to serve for any reason, the next in the order named who can
and will qualify to serve: the Grantor's daughters; Marcia L. Brown and Rebecca
J. Beardmore, and the Grantor's grandson, Aaron Beardmore.
In all other respects the Agreement is ratified and affirmed as originally written and
heretofore amended and restated. The Trustee's execution of this amendment shall constitute his
consent thereto.
IN WITNESS WHEREOF, the parties have executed this amendment on the date first
above mentioned.
WITNESS:
~ '~ ~-'tS ~- ~Lti___.
Ir
HARK .BROWN, Grantor
G:Rlrwin/Miscellaneous/Brown-Second Amendment .. .
HARK M. BROWN, Trustee
COMMONWEALTH OF PENNSYLVANIA
COUNTY OF CUMBERLA_r?D
:SS:
On this, the ~' ~ day of November, 2008, before me the undersigned officer, personally
appeared HARRY M. BROWN, known to me (or satisfactorily proven) to be the person whose
name is subscribed to the within instrument, and acknowledged that he executed same for the
purposes therein contained.
IN WITNESS WHEREOF, I hereunto set my hand and seal.
~_~'
Notary
_ ~ Notarial seal
Roger 8. Irwin, Notary Public
Carlisle two, CumbeAatui CourHy
MY ComrrllWlon Ezpiret Oct 3, 2012
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