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HomeMy WebLinkAbout05-23-11J 1505610105 REV-1500x1°~-11'(~' ~' PA Department of Revenue Pennsylvania OFFICIAL USE ONLY Bureau of Individual Taxes """'"`"`~""`""` INHERITANCE TAX RETURN ~~ Code Year h File Number PO BOX 28a6oi n ~ ' Harrisbury~ Pa i~izs-o6oi R ESIDENT DECEDENT 0~~ ~ (J(~~ (. ~ ENTER DECEDENT INFORMATION BELOW Social Security Number Date of Death MMDDYYYY Date of Sixth MMODYYYY 209-12-7201 03/08/2011 11 /15/1913 Decedent's Last Name Suffix Decedent's First Name MI McCullough Jimmie ~ (if Applicable) Enter Surviving Spouse's Information Below Spouse's Last Name Suffix Spouse's First Name MI Spouse's Social Security Number THIS RETURN MUST BE FILED IN DUPLICATE WITH THE REGISTER OF WILLS FILL IN APPROPRIATE OVALS BELOW d>D 1. Original Return O 2. Supplemental Return O 3. Remainder Retum (Date of Death Prior to 12-13-82) O 4. Limited Estate O 4a. Future Interest Compromise (date of O 5. Federal Estate Tax Retum Required death after 12-12-82) O 6. Decedent Died Testate QD 7. Decedent Maintained a Living Trust 8. Totai Number of Safe Deposit Boxes (Attach Copy of Will) (Attach Copy of Trust.) O 9. Litigation Proceeds Received O 10. Spousal Poverty Credit (Date of Death O 11. Election to Tax under Sec. 9113(A) Between 12-31-91 and 1-1-95) (Attach Schedule O) CORRESPONDENT - THIS SECTION MUST BE COMPLETED. ALL CORRESPONDENCE AND CONFIDENTIAL TAX INFORMATION SHOULD BE DIRECTED T0: Name Daytime Telephone Number Robert H McCullough (717) 761-2165 . : - REGISTEi LL3 USE~AiLY ~ ~ . C"~ First Line of Address ~ ~rC i__. <~=, ~~-~ ~ ~ `-, L:% 23 South 29th St ~~~ r~~ ~ ~' `'~ Second Line of Address ~, ~~~ ~7 W _,f'^ City or Post Office State ZIP Code OAt~ FI ED ''~ Camp Hill PA 17011 t... Correspondent's a-mail address: WIS@OWI43~QmaII.COm Under penalties of perjury, I declare that I have examined this return, inducting accompanying schedules and statements, and to the best of my knowledge and belief it i s true, correct and complete. Declaration of preparer other than the personal representative is based on all Infonnatlon of which preparer has any knowledge , SIGNATURE OF PERSON RESPONS BLE FOR FILING RET R ~, n DATE . C I l:~ 05/19/2011 ADDRESS 23 South 29th St, Camp Hill, PA 17011 SIGNATURE OF PREPARER OTHER THAN REPRESENTATIVE DATE ADDRESS PLEASE USE ORIGINAL FORM ONLY Side 1 150561,0105 15056101D5 J 1505610205 REV-1500 EX (FI) Decedent's Social Security Number Decedent's Name: Jimmie l_ou McCullough 209-12-7201 RECAPITULATION 1. Real Estate (Schedule A) ............................................. 1. 128,000.00 2. Stocks and Bonds (Schedule B) ....................................... 2. 211, 549.00 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. 220,819.16 6. Jointly Owned Property (Schedule F) O Separate Billing Requested ....... 6. 7. Inter-Vivos Transfers 8 Miscellaneous Non-Probate Property (Schedule G) O Separate Billing Requested........ 7. 8. Total Gross Assets (total Lines 1 through 7) ............................. 8. 560,368.16 9. Funeral Expenses and Administrative Costs (Schedule H) ................... 9. ~ Lg ~ 97 10. Debts of Decedent, Mortgage Liabilities and Liens (Schedule I) ............... 10. 3 s, D0 11. Total Oeductlons (total Lines 9 and 10) ................................. 11. S `f z (~ , 97 12. Net Value of Estate (Line 8 minus Line 11) .............................. 12. `S s f ~ Y ~ •79 13. Charitable and Governmental BequestslSec 9113 Trusts for which an election to tax has not been made (Schedule J) ........................ 13. 14. Net Value Sub)ect to Tax (Line 12 minus Line 13) ........................ 14. .~S / 6 y / • 19 , TAX CALCULATION -SEE INSTRUCTIONS FOR APPLICABLE RATES 15. Amount of Lina 14 taxable at the spousal tax rate, or transfers under Sec. 9116 (a)(1.2) X .0_ 15. 16. Amount of line 14 taxable at lineal rate X .0 45 ~„Y 8 2 3 , $ 3' 1s. ~y ~j1~. $S 17. Amount of Line 14 taxable at sibling rate X .12 17. 18. Amount of Line 14 taxable at collateral rate X .15 18. 19. TAX OUE .........................................................19. 20. FILL IN THE OVAL IF YOU ARE REQUESTING A REFUND OF AN OVERPAYMENT Side 2 1505610205 1505610205 ~.y8z3~~s-" O REV-1500 EX (FI) Page 3 Decedent's Complete Address: File Number DECEDENTS NAME Jimmie Lou McCullough STREET ADDRESS ---- ~------ " - - 23 South 29th St ~- - CITY Camp Hill STATE PA ZIP _ 17011 Tax Payments and Credits: 1. Tax Due (Page 2, Line 19) 2. CreditslPayments A. Prior Payments ___ ____ B. Discount 1.306: 3. Interest 4. If 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. (1) ~. y 8 ~3.8~-- Total Credits (A + B) (2) [ 3 D ~. e~ g (3) (4) 5. If Line 1 + Line 3 is greater than Line 2, enter the difference. This is the TAX DUE. (5) 2 .~ ,~ ~ ~ , 3 7 Make check payable to: REGISTER OF WILLS, AGENT. PLEASE ANSWER THE FOLLOWING QUESTIONS 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 transferred .................................................................................... ...... ^ b. retain the right to designate who shall use the property transferred or its income ...................................... ...... ^ c. retain a reversionary interest ........................................................................................................................ ...... ^ ~ d. receive the promise for life of either payments, benefits or care? ................................................................ ...... ^ 2. If death occurred after Dec. 12, 1982, did decedent transfer property within one year of death without receiving adequate consideration? ........................................................................................................ ...... ^ 3. Did decedent own an "in trust for" or payable-upon-death bank account or security at his or her death? ........ ...... ^ 4. Did decedent own an individual retirement account, annuity or other non-probate property, which contains a beneficiary designation? ................................................................................ .................................. ...... ^ IF THE 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 net value of transfers to or for the use of the surviving spouse is 3 percent [72 P.S. §9116 (a) (1.1) (i)J. For dates of death an or after Jan. 1, 1995, the tax rate imposed on the net value of Uansfers 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 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(a)(1)). e 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)). Asibling is defined, under Section 9102, as an individual who has at least one parent in common with the decedent, whether by blood or adoption. Rev-aas Ex log-os) 3 4 6 0 0 0 9101 ESTATE INFORMATION SHEET pennsytvania FOr2 i2EGISTE~'S o~rxcE u~~ c.~~~r DEPARTMENT Of PEYENUE County Code Year File Number DECEDENT INFORMATION: Enter data as it will appear on all documents submitted to the Department. _ Decedent's Social Security Number Date of Death Date of Birth ^i 209-12-7201 08/08/2011 11 /15/1913 Last Name Suffix First Name MI McCullough Jimmie ~ TYPE FILING: Fill in oval to indicate the nature of the return to be filed with the department. Probate Return t~ Jolnt Assets Only C~ Non-probate Assets Only C~ Utigation Purposes (no other assets) LETTERS GRANTED: Fill in oval to indicate the nature of the proceedings at the Register of Wills Office. (Attach additional sheets if explanation is necessary.) +~ Testamentary c"7D Administration O No Letters O Other (Please Explain.) ATTORNEY/CORRESPONDENT INFORMATION: Enter all information for the attorney or individual to receive tax information and correspondence. Last Name Suffix First Name MI Supreme Court I.D. # Telephone Number Attorney/ Correspondent's a-mail address: First Une of Address Second Line of Address City or Post Office State ZIP Code PERSONAL REPRESENTATIVE INFORMATION: Enter ail information for the personal representative(s) of the estate authorized by the Register of Wills. Executor/ Administrator Social Security Number 192-34-5403 Last Name McCullough First Line of Address 23 South 29th St Second Line of Address Telephone Number (717) 761-2165 Suffix First Name MI Robert H -- -_ - - ~ ~PF~'~I :L USF t~i~tLY i __ City or Post Office State ZIP Code Camp Hill PA 17011-4504 Complete general estate information questions and indicate additional personal representatives on reverse side. PLEASE USE ORIGINAL FORM ONLY Side 1 3460009101 3460009101 J Telephone Number REV-346 EX (03-09) Decedent's Social Security Number Decedent's Name: ~ ~ M h~ ~ ~ L D (~ ~1J~ G C U L~ p U~ ~] 209-12-7201 Co-Executor/Administrator Social Security Number Telephone Number Last Name First Line of Address Second Line of Address City or Post Office Co-Executor/ Administrator Social Security Number Last Name First Line of Address Second Line of Address City or Post Office 3460009201 Suffix First Name MI State ZIP Code Suffix First Name MI State ZIP Code General Instructions: This form should be filed with the Register of Wills of the county of which the decedent was a resident at death. Please be aware the correspondent identified will receive all correspondence from the department. It is the responsibility of the personal representative to notify the department if the correspondent contact information changes. The department is authorized by law, 42 U.S.C. §405 (c)(2)(C)(i), to require disclosure of Social Security numbers in connection with administering state tax laws. The department uses the Social Security number to identify the decedent and personal repre- sentatives of the estate. The commonwealth may also use the information in exchange-of-tax-information agreements with fed- eral and local taxing authorities. State law prohibits commonwealth personnel from disclosing confidential tax information except for official purposes. Side 2 3460009201 3460009201 REV-1502 EX+ (11-08) pennsytvania SCHEDULE A DEPARTMENT Of REVENUE INHERTfANCE TAX RETURN REAL ESTATE RESIDENT DECEDENT ESTATE OF FILE NUMBER Jimmie Lou McCullough All real property owned solely or as a tenant in common must be reported at fair market value. Fair market value is defined as the price at which property would be exchanged between a willing buyer and a willing seller, neither being compelled to buy or sell, both having reasonable knowledge of the relevant facts. If more space is needed, insert additional sheets of the same size. :~ , REV-1503 EX+ (6-98) '~~~' SCHEDULE B COMMONWEALTH OF PENNSYLVANIA STOCKS & BONDS INHERITANCE TAX RETURN RESIDENT DECEDENT ESTATE OF FILE NUMBER S~MM / C ,C o u /(~ c C v ~. L o ~,~ All property Jointly-owned with fight of survivorship must he disclnawd en s~-,e.~~~te c ~u nwre space is neeaeo, insett add~[lonai sheets of the same size) ~~ RFV-1508 EX ~ (b971 SCHEDULE E COMMONWEALTH OF PENNSYLVANIA CASH, BANK DEPOSITS, ~ MISC. iNHRESOENTDECEDENTRN PERSONAL PROPERTY ESTATE OF FILE NUMBER 7~,,~,k ~ ,~ L o y i(•t c Cv[ L o y,Q~j (ndude the proceeds of litigation and the date the proceeds were received by the estate. All property jointly-owned with the right of survivorship must 6e disclosed on Schedule F. ITEM NUMBER DESCRIPTION VALUE AT DATE OF DEATH . hl~ l' 8r~~~ ~/~~ck. vy 3 Os'z., v ~ ~ 1 ~ zJS~"l. ~~ 3f .G~~~'~~R>~~~ 13~.vfi ~~ ~1 73~ ~~S o~ ~r z~~ ~ ~ i t~ t- GIG --'~"z, TOTAL (Also enter on line 5, Recapitulation) 13 Z ~~~ , f~ (If more space is needed, insert additional sheets of the same size) REV-1511 FX+ (1U-09J ~ , Pennsylvania DEPARTMENT OF REVENUE INHERITANCE TAX RETURN RESIDENT DECEDENT SCHEDULE H FUNERAL EXPENSES AND ADMINISTRATIVE COSTS ESTATE OF FILE NUMBER ~iH~iv`/E ~.o~ M cCvLLo~ GN Decedent's debts must be reported on Schedule I. ITEM NUMBER DESCRIPTION AMOUNT A. FUNERAL EXPENSES: i. Nil ~~ F uNE RA ~ 1~on~C ~ '195G.g y Roy[. l~v(~ ~R~EN C E'~tn F~TER~ 73S.ov B. ADMINISTRATIVE COSTS: 1. Personal Representative Commissions: Name(s) of Personal Representative(s) -________, Street Address City ----------- -- ------- _- - ---- - ---- -State - ZIP ------- - -- Year(s) Commission Paid: 2. Attorney Fees: 3. family Exemption: (If decedent's address is not the same as claimant's, attach explanation.) Claimant Street Address City . _ _ _ -------- - ------ --- _ __ State _ - _ ZIP .--- -- - - _ _ Relationship of Claimant to Decedent 4. Probate Fees: 5. Accountant Fees: 6. Tax Return Preparer Fees: 7. TOTAL (Also enter on Line 9, Recapitulation) I ; ~ (0 9 ~, / 7 If mare space is needed, use additional sheets of paper of the same size. REV-1512 EX+ (12-03) ~ COh1h40NWEALTH OF PENNSYLVANIA INHERITANCE TAX RETURN RESIDENT DECEDENT SCHEDULE i DEBTS OF DECEDENT, MORTGAGE LIABILITIES, & LIENS ESTATE OF FILE NUMBER ~'/~~~l~ Gov /lncCuL~ov~H Report debts incurred by the decedent prior to death which remained unpaid as of the date of death, including unreimbursed medical expenses. (If more space is needed, insert additional sheets of the same size) REV-1513 EX+ (9-00) .. SCHEDULE J COMMONWEALTH OF PENNSYLVANIA BENEFICIARIES INHERITANCE TAX RETURN RESIDENT DECEDENT ESTATE OF FILE NUMBER 71M~~~ ~DtJ MCCJ~.~COVG~ NUMBER NAME AND ADDRESS OF PERSON(S) RECEIVING PROPERTY RELATIONSHIP TO DECEDENT Do Not List Trustee(s) AMOUNT OR SHARE OF ESTATE 1 ,. TAXABLE DISTRIBUTIONS [include outright spousal distributions, and transfers under Sec. 9116 (a) (1.2 R.~,.g-~,~ ~41 ~r~. .a~ .a s`D 5~ a 3 ~ a ~-~ . Ce~ 1~.P~ PA / ~ a ii 3s~~ P~~-~ ~ ~~ ~ 5~ 7N ~ 73/x. ENTER DOLLAR AMOUNTS FOR DISTRIBUTIONS SHOWN ABOVE ON LINES 15 THR OUGH 18, AS APPROPRIATE, ON REV-1500 COVER SHEET 11 1. NON-TAXABLE DISTRIBUTIONS: A. SPOUSAL DISTRIBUTIONS UNDER SECTION 9113 FOR WHICH AN ELECTION TO TAX IS NOT BEING MADE 1. B. CHARITABLE AND GOVERNMENTAL DISTRIBUTIONS TOTAL OF PART Il -ENTER TOTAL NON-TAXABLE DISTRIBUTIONS ON LINE 13 OF REV-1500 COVER SHEET $ (If more space is needed, insert additional sheets of the same size) THE JINI1~iIE LOU MCCULLOUGH REVOCABLE TRUST AGREEMENT DATED: __ ~~ ~ N~ ~ (~ .2. DD (o BETWEEN: JIMNIIE LOU IvICCULLOUGH AS SETTLOR AND: JIMMIE LOU MCCULLOUGH AS TRUSTEE Jimmie Lou McCullough, resident of 23 South 29th Street, Camp Hill, County of Cumberland, in the Commonwealth of Pennsylvania, does hereby establish a Trust (the "Trust") upon the conditions and for the purposes hereafter set forth. ARTICLE ONE Section 1.01 Trust Estate Defined This Trust is formed to hold title to real and personal property for the benefit of the Settlor of the 1 Trust and to provide for the orderly use and transfer of these assets upon the death of the Settlor. The '`Trust Estate" is defined as all property transferred or conveyed to, and received by the Trustee and held pursuant to the terms of this instrument. The Trustee is required to hold, administer, and distribute this property as provided in this Trust Agreement. The Settlor shall list the property held in the Trust on Schedule A, which is bound together with and made a part of this Trust Agreement by reference thereto, and which may be amended from time to time by the Settlor as property is added to or removed from the Trust. The Settlor acknowledges that the Settlor has transferred to the Trustee, without consideration, the sum of Fifty Dollars ($50.00), which was the original corpus of the Trust Estate. Additional property maybe added to the Trust Estate at any time by the Settlor, or by any person or persons, by inter vivos or testamentary transfer. All such original and additional property constituting the Trust Estate shall be held, managed and distributed as herein provided. Section 1.02 Employee Benefit Plans In the event that any designation of the Trustee of this Trust as beneficiary in any employee benefit plan in which the Settlor may have an interest shall be ineffectual in whole or in part, the Settlor specifically requests that the committee, or other group having authority to do so under such plan, select the Trustee of the Trust as beneficiary of such plans to the maximum extent Trust Agreement Page 1 r: possible. The Trustee may elect the mode of payment which, in the Trustee's discretion, appears to be the most advantageous option available to the Trust and/or its then-current income beneficiaries in terms of income, estate, and inheritance tax, and/or investment return considerations, based on the Trustee's evaluation of the facts and circumstances relevant to such considerations as they exist at the time the Trustee makes such election. Further, the Trustee may, predicated upon the foregoing considerations, elect in writing not to treat the death benefits as a lump sum distribution for income tax purposes and thus exclude the same from estate taxes. An election by the Trustee in good faith in the exercise of the discretionary power conferred upon it shall be final and binding upon all persons whomsoever and shall be a full acquittance and discharge to the Trustee, and the Trustee shall not be liable to any person by reason of its exercise of such discretionary power. 1.03 Life Insurance The Trustee may be named as beneficiary of death benefit proceeds of life insurance policies. Such death benefit proceeds will be subject to all the terms hereof. The Trustee shall not be obligated to pay any premiums, assessments, or other charges on any policies not owned by the Trust, nor to keep anyone informed with respect thereto. The Trustee shall not be responsible for any acts or omissions of the owners in connection with any policy. The owner of each policy in which the Trustee is named beneficiary but is not the owner has reserved all rights, option, and privileges, including all incidents of ownership, conferred by the terms of the policies. Such rights shall include, but not be limited to, the right to change the beneficiaries of such policies. 1.04 Retention of Property Character Any property transferred to this Trust shall retain its original character and, in the event of revocation, the Trustee shall distribute such property to the Settlor based on the same property rights the Settlor had prior to transfer to the Trust. Section 1.05 Other Definitions As used in this Trust Agreement 1. The term "Settlor" shall refer to Jimmie Lou McCullough. 2. The term "descendant" shall mean the lawful issue of a deceased parent in the line of descent, but does not include the issue of any parent who is a descendant of the deceased person in question and who is living at the time in question. 3. The terms `'child" and "descendant" include any issue born to a decedent, a child legally adopted by the decedent, and a posthumous child of a decedent. A posthumous child is to be considered as living at the time of his or her parent's death. Trust Agreement Page 2 `'~ 4. The term ``survives" or "surviving", unless otherwise indicated herein, shall be construed to mean surviving the decedent for at least sixty (60) days. If the person referred to dies within sixty (60) days of the death of the decedent, the reference to him or her will be construed as if he or she had failed to survive the decedent; provided, however, that any such person will have, during such period, the right to the use and enjoyment as a life tenant of all property in which his or her interest will fail by reason of death during such period. The term "issue" will include all natural and adopted children if applicable, and descendants and those legally adopted into the line of descent. 6. The term "per stirpes" means strict per stirpes and does not mean per capita with representation. Beneficiaries entitled to take under a "per stirpes" clause will include both natural and adopted children and their descendants. 7. The term "Trust" includes the initial Trust established hereunder as well as any separate trust established under the terms of this Trust Agreement. 8. The terms "Trust Assets" and ``Trust Estate" include all assets of any trust created hereunder and income derived from such assets and all proceeds of any description derived from the sale, exchange, or other disposition of such assets. 9. When required to give reasonable effect to the context in which used, pronouns in the masculine, feminine, or neuter gender include each other, and nouns and pronouns in the plural or singular number include each other. Section 1.06 Trustee Desi ation Settlor is hereby designated as Trustee. The term "Trustee" as used in this Trust Agreement shall refer to Settlor so long as the Settlor serves as Trustee, and/or to any Successor Trustee who assumes the role of Trustee. These Trustees shall serve in the order as provided in Section 9.01 of this Trust Agreement. Section 1.07 Apportionment The Trustee of the Trust is directed to apportion receipts and expenditures of the types described below between principal and income as follows: Whenever the principal, or any part thereof, of the Trust Estate is invested in securities purchased at a premium or at a discount, any premium will be charged against principal and any discount will be credited to principal; 2. Any stock dividends and rights to purchase additional stock issued on securities held in trust will be treated as principal. All other dividends, except liquidating Trust Agreement Page 3 distributions, will be treated as income; and The amount of any applicable depletion allowance for federal income tax purposes will be treated as income. Section 1.08 Administration of Trust During Settlor's Lifetime The Trustee shall hold, manage, invest, and reinvest the Trust Estate and shall collect the income thereof, and shall, upon demand of the Settlor, pay to the Settlor during the Settlor's life all net income of the property in the Trust Estate. In the event that the Settlor does not demand payment of the net income of property, then the Trustee may in its discretion accumulate such income, and such income will become the property of the Trust Estate. The Trustee shall further pay principal, up to the whole thereof, to the Settlor upon written request. Section 1.09 Discretionary Termination The Trustee may terminate the Trust when, in the opinion of the Trustee, the principal is reduced to such an extent that it is not in the best interest of the beneficiary or beneficiaries to continue the Trust. The judgment of the Trustee with respect to this decision to terminate will be final and not subject to judicial review. If the Trustee terminates a Trust according to this Section, the date the Trust terminates will be deemed the date fixed for termination of the Trust, and the Trustee will distribute the assets of the terminating Trust to the beneficiary or beneficiaries pursuant to this Agreement. Section 1.10 Amendment and Revocation The Settlor hereby retains the following powers, exercisable at any time during the Settlor's lifetime: To withdraw any of the property included in the Trust Estate by giving the Trustee written notice specifying the property so withdrawn, in which event, the Trustee shall promptly transfer and deliver such property to the Settlor or the Settlor's designee. 2. To amend the provisions of this Trust Agreement in any respect without the necessity of securing the consent of the Trustee to such changes, in which event, a copy of the amendment shall be promptly furnished to the Trustee. 3. To revoke this Trust by giving the Trustee written notice of such revocation, in which event the Trustee shall promptly transfer and deliver the property constituting the Trust Estate to the Settlor or the Settlor's designee together with an accounting therefore. Trust Agreement Page 4. Any and all gifts of Trust Assets shall constitute a revocation by the Settlor as to Trust administration over such property, whether such gift is made by a Settlor or by the Trustee at written direction of the Settlor. 5. If a Settlor is incapacitated such power to revoke, alter, or amend the Trust may be exercised by the agent of such Settlor without approval of any court, or by the Guardian or Conservator at the direction of a court of competent jurisdiction. Section 1.11 Irrevocability Except as otherwise provided, on the death of Settlor, the designation of beneficiaries of specific gifts in this Trust Agreement shall become irrevocable and not subject to amendment or modification. ARTICLE TWO Section 2.01 Protection of Settlor in Event of Incapaci~ During the life of the Settlor, should Settlor become incapacitated as defined in Section 2.02 below, the Trustee may, in the Trustee's absolute discretion, pay income and principal for the rtN: ' benefit of the incapacitated Settlor. In addition, the Trustee, in his or her absolute discretion, may pay to or apply, for the benefit of the Settlor, such sums from the net income and from the principal of the Trust Estate as the Trustee believes is necessary or advisable for the medical care, comfortable maintenance, and welfare of the Settlor. Section 2.02 Incapacity A person is determined to be incapacitated if any Trustee or Beneficiary hereunder comes into possession of any of the following: a. A jurisdictionally applicable court order holding the party to be legally incapacitated to act on his on her behalf and appointing a guardian or conservator to act for him or her; or b. Written certificates which are duly executed, witnessed, and acknowledged of two licensed physicians, each certifying that the physician has examined the person and has concluded that, by reason of accident, mental deterioration, or other cause, such person has become incapacitated and can no longer act rationally and prudently in his or her own financial best interest; or c. Evidence which such Trustee or Beneficiary deems to be credible and Trust Agreement Page 5 :y currently applicable that a person has disappeared, is unaccountably absent, or is being detained under duress, and that he or she is unable to effectively and prudently look after his or her own best interests. 2. In the event that a person is determined to be incapacitated as provided above, then in that event and under those circumstances: a. Such person is deemed to have become incapacitated, as that term is used in this Trust agreement; and b. Such incapacity is deemed to continue until such court order, certificates, and/or circumstances are inapplicable or have been revoked. 3. A physician's certificate to the effect that the person is no longer incapacitated shall revoke a certificate declaring the person incapacitated. The certificate which revokes the earlier certificate maybe executed by either the original certifying physician or two other licensed, board certified physicians. No Trustee shall be under any duty to institute any inquiry into a person's possible incapacity. The reasonable expense of any such inquiry shall be paid from the Trust Assets. Section 2.03 Principal Invasion During the life of the Settlor, should the net income of assets contained in this Trust be insufficient to provide for the care, maintenance, or support of the Settlor as herein defined, the Trustee may, in the Trustee's sole and absolute discretion, pay to or apply for the benefit of the Settlor or any of the Settlor's dependents, such amounts from the principal of the Trust Estate as the Trustee deems necessary or advisable for the care, maintenance, or support of the Settlor. Section 2.04 Residence If the Settlor' residence property is part of the Trust, the Settlor shall have possession of and full management of the residence and shall have the right to occupy it free of rent. Any expenses arising from the maintenance of the property and from all taxes, liens, assessments, and insurance premiums, are to be paid from the Trust to the extent that assets are available for payment. It is the intent of the Settlor to retain all homestead rights available to the Settlor under the applicable state law. ARTICLE THREE Section 3.01 Distribution of Trust Estate Upon Death of Settlor Upon the death of the Settlor, the Successor Trustee shall take charge of the Trust Assets, pay all Trust Agreement Page 6 of the legally enforceable debts of the Settlor, including the expenses of the last illness and funeral expenses of the Settlor, current bills, and any and all other expenses incurred in closing out this Trust and making distributions of assets thereof. After giving effect to the section of this Trust Agreement entitled '`Special Directives", the assets then remaining in the Trust Estate shall be distributed to the following Beneficiaries in the indicated shares: Robert H. McCullough life estate in my residence, provided that he maintains it as his primary residence and pays all taxes, maintenance, and upkeep, plus one- half of the residue of the estate Barbara S. McCullough one-half of the residue of the estate As for the residence, if it is to be sold, both of the above children, or their survivor, would have to agree on its sale, and the proceeds would be shared equally. If any of the beneficiaries named immediately above who are natural persons do not survive the Settlor, then the share that would otherwise have passed to that deceased beneficiary shall be distributed to that deceased beneficiary's issue then living per stirpes. If the deceased beneficiary has no issue which survive the Settlor, then the share that would otherwise have been distributed to the deceased beneficiary named above shall be distributed to the other beneficiary(ies) named above on a pro-rata basis. Section 3.02 If All Beneficiaries Predecease Upon the death of the Settlor, if neither beneficiaries nor alternate beneficiaries named herein survive, then the Trust Assets shall be distributed to the heirs at law of Settlor. Section 3.03 Power to Appoint Agents The Successor Trustee shall have the right to retain an accountant and/or an attorney at law for professional services on behalf of the Trust Estate or Estates herein. The Successor Trustee shall not be responsible for the acts of such agents beyond his or her obligation to use reasonable care in the selection of such agents. ARTICLE FOUR Section 4.01 Common Pot Trust At the death of the Settlor, the Trustee shall not create a Common Pot Trust. All of the Trust Vi` Trust Agreement Page 7 r Estate that has not been distributed under prior Articles of the Trust Agreement shall be held, administered, divided, and distributed according to the provisions set forth above. Section 4.02 Principle of Representation Unless indicated differently in this Trust Agreement or in the "Special Directives'' section that follows, in the event any of the named Beneficiaries should predecease Settlor, all of that person's share of the Trust Estate is to be divided equally among the deceased Beneficiary's children or issue per stirpes. In the event the predeceased Beneficiary leaves no surviving children or issue, then all of the person's share of the Trust Estate shall be divided equally among the remaining Beneficiaries per stirpes. If a Beneficiary of the Settlor survives Settlor, but should fail to survive to collect his or her share at distribution, the share shall pass to the surviving issue of that deceased Beneficiary per stirpes and with right of representation. ARTICLE FIVE Section 5.01 Non-Income Producin Property During the life of the Settlor, the Trustees are authorized to retain in the Trust, for so long as the ~' Trustees may deem advisable, any property received by the Trustees from the Settlor, whether or not such property is of the character permitted by law for the investment of Trust funds. Section 5.02 Trustees Powers The Trustees shall have all powers conferred upon a Trustees by law for the orderly administration of the Trust Estate. If any property is distributed outright under the provision of this Trust Agreement to a person who is a minor, distribution maybe made under the Pennsylvania Uniform Transfer to Minors Act ("PAUTMA"). The Trustees are further authorized to sign, deliver, and/or receive any documents necessary to carry out the powers contained within this Section. The Trustees of any trust under this Trust Agreement (including any substitute or successor Trustees) will have and be subject to all of the powers, duties, and responsibilities granted or imposed by the Pennsylvania Consolidated Statutes (20 Pa. C.S. Section 101 et seq.) as such Statute may provide at the time of administration of the Trust, except to the extent that the same are inconsistent with the provisions of this Agreement. Section 5.03 Specific Powers of Trustees In addition, the Trustees will have the following specific powers: Trust Agreement Page 8 1. Trust Estate: The Trustees may leave invested any property coming into its hands hereunder in any form of investment even thought the investment may not be of the character of investments permitted by law to trustees, without liability for loss or depreciation in value. The Trustees may sell, exchange, or otherwise dispose of an reinvest property which may at any time be a part of the Trust Estate upon such terms and conditions as the Trustees may deem advisable. The Trustees may invest and reinvest the Trust Assets from time to time in any property real, personal, or mixed, including without limitation, securities of domestic and foreign corporations and investment trusts of companies, bonds, debentures, preferred stocks, common stocks, mortgages, mortgage participation, and interests in common trust funds, all with complete discretion to convert realty into personalty or personalty into realty or otherwise change the character of the Trust Estate, even though such investment (by reason of its character, amount, proportion to the total Trust Estate, or otherwise) would not be considered appropriate for a fiduciary apart from this provision and even though such investment caused part or all of the total trust Estate to be invested in investments of one type or of one business or company. 2. Holding Property: The Trustees may hold property in the Trustees' name, as Trustees, or in the name of a nominee without disclosing this Trust. 3. Release of Power: If the Trustees deem it to be in the best interest of the Trust and its Beneficiaries, the Trustees, by written instrument signed by such Trustees, will have the power and authority to release, disclaim, or restrict the scope of any power or discretion granted in this Trust Agreement or implied by law. 4. Agents, Employees: The Trustees may employ one or more agents to perform any act of administration, whether or not discretionary, including attorneys, auditors, investment managers, or others, as the Trustees shall deem necessary or advisable. The Trustees may compensate agents and other employees and may delegate to them any and all discretions and powers. Leases: The Trustees may lease any Trust Assets generally or for oil, gas, and mineral development, even though the lease term may extend beyond the term of the Trust of which the property is a part. The Trustees may enter into any covenants, and agreements relating to the property so leased or concerning any improvements which may then or thereafter be erected on such property. 6. Common Funds: The Trustees may hold any of the Trust Assets in a common fund with property from other trust estates and may make investments jointly with any other trust, the property of which is included in the common fund. 7. Securities: With respect to securities held in the Trust Estate, the Trustees may exercise all the rights, powers, and privileges of an owner, including but not Trust Agreement Page 9 limited to, the power to vote, give proxies, and to pay assessments and other sums deemed by the Trustees necessary for the protection of the Trust Estate. In addition, the Trustees may participate in voting trusts, foreclosures, reorganizations, consolidations, mergers, liquidations, and in connection therewith, to deposit securities with and transfer title to any protective or other committee under such terms as the Trustees may deem advisable. In addition, the Trustees may exercise or sell stock subscription or conversion rights and may accept and retain as an investment any securities or other property received through the exercise of any of the foregoing powers, regardless of nay limitations elsewhere in this instrument relative to investments by Trustees. Purchases from Estate: The Trustees may purchase property of any kind from the executor or administrator of our estates. 9. Lending: The Trustees may make loans, secured or unsecured, to the executor or administrator of our estates, to any Beneficiary of this Trust, or to the Trustees. Further, the Trustees may use Trust Assets to guarantee obligations of any income Beneficiary of this Trust (unless such Beneficiary is serving as Trustees). 10. Distributions to or for Beneficiaries: The Trustees may make any distribution contemplated by this Trust Agreement (1) to the Beneficiary: (2) if the Beneficiary is under a legal disability or if the Trustees determines that the Beneficiary is ,,; unable to properly manage his or her affairs, to a person furnishing support, maintenance, or education for the Beneficiary or with whom the Beneficiary is residing for expenditures on the Beneficiary's behalf; or (3) if the Beneficiary is a minor, to a Trustees of an existing trust established exclusively for the benefit of such minor, whether created by this Trust Agreement or otherwise, or to a custodian for the Beneficiary, as selected by the Trustees, under the Pennsylvania Uniform Transfer to Minors Act. Alternatively, the Trustees may apply all or a part of the distribution for the Beneficiary's benefit. Any distribution under this paragraph will be a full discharge of the Trustees with respect thereto. On any partial or final distribution of the Trust Assets, the Trustees may apportion and allocate the assets of the Trust Estate in cash or in kind, or partly in cash and partly in kind, or in undivided interests in the manner deemed advisable at the discretion of the Trustees and to sell any property deemed necessary by the Trustees to make the distribution. The Trustees may distribute gifts of up to $10,000.00 per year per donee out of principal and/or interest. 11. Insurance: The Trustees may purchase new life insurance, pay the premiums on existing life insurance on the life of any Trust Beneficiary, purchase annuities (either commercial or private) from any corporation, trust, or individual, and may procure and pay the premiums on other insurance of the kinds, forms, and amounts deemed advisable by the Trustees to protect the Trustees and the Trust Estate. Trust Agreement Page 10 12. Borrowing: The Trustees may borrow money from the Trust Estate and others. To secure the repayment thereof, the Trustees may mortgage, pledge, or otherwise encumber part or all of the Trust Assets, and in connection with the acquisition of any property, the Trustees may assume a liability or may acquire property subject to a liability. 13. Repairs: The Trustees may make ordinary and extraordinary repairs and alterations to buildings or other Trust Assets. 14. Reserves: The Trustees may establish such reserves out of income for taxes, assessments, repair, and maintenance as the Trustees consider appropriate. 15. Continuation of Business: The Trustees may continue any business or businesses in which the Trust has an interest at the time of the Settlor's death for so long as the Trustees may, in its sole discretion, consider necessary or desirable, whether or not the business is conducted by the Settlors at the time of their death individually, as a partnership, or as a corporation wholly owned or controlled by them, with full authority to sell, settle, and discontinue any of them when and upon such terms and conditions as the Trustees may, in their sole discretion, consider necessary or desirable. 16. Retain Property for Personal Use: The Trustees may retain a residence or other ` property for the personal use of a Beneficiary and allow a Beneficiary to use or occupy the retained property free of rent and maintenance expenses. 17. Dealing with Third Parties: The Trustees may deal with any person or entity regardless of relationship or identity of any Trustees to or with that person or entity. The Trustees may hold or invest any part of or all of the Trust Estate in common or undivided interests with that person or entity. 18. Partitions, Divisions, Distributions: The Trustees will have the power to make all partitions, divisions, and distributions contemplated by this Trust Agreement. Any partitions, divisions, or other distributions maybe made in cash, in kind, or partly in cash and partly in kind, in a manner that the Trustees deems appropriate (including composing shares differently). The Trustees may determine the value of any property, which valuation will be binding on all Beneficiaries. No adjustments are required to compensate for any partitions, divisions, or distributions having unequal consequences to the Beneficiaries. 19. Claims Controversies: The Trustees may maintain and defend any claim or controversy by or against the Trust without the joinder or consent of any Beneficiary. The Trustees may commence or defend at the expense of the Trust any litigation with respect to the Trust or any property of the Trust Estate as the ~, Trustees may deem advisable. The Trustees may employ, for reasonable Trust Agreement Page 11 compensation, such counsel as the Trustees shall deem advisable for that purpose. 20. Merger of Trusts: If at any time the Trustees of any trust created hereunder shall also be acting as Trustees of any other trust created by trust instrument or by trust declaration for the benefit of the same Beneficiary or Beneficiaries and upon substantially the same terms and conditions, the Trustees are authorized and empowered, if in the Trustees' discretion such action is in the best interest of the Beneficiary or Beneficiaries, to transfer and merge all of the assets then held under such trust created pursuant to this Trust Agreement to and with such other trust and thereupon to terminate the trust created pursuant to this Trust Agreement. The Trustees are further authorized to accept the assets of any other trust which maybe transferred to any trust created hereunder and to administer and distribute such assets and properties so transferred in accordance with the provisions of this Agreement. 21. Termination of Small Trust: Any corporate Trustee which is serving as the sole Trustee of any Trust or any Share thereof may at any time terminate such Trust or Share if, in the Trustee's sole judgment, the continued management of such Trust or Shares is no longer economical because of the small size of such Trust or Share and if such action will be deemed to be in the best interests of the Beneficiary or Beneficiaries. In case of such termination, the Trustee will distribute forthwith the share of the Trust Estate so terminated to the income Beneficiary, per stiipes. Upon such distribution, such Trust or Share will terminate and the Trustee will not be liable or responsible to any person or persons whomsoever for its action. The Trustee will not be liable for failing or refusing at any time to terminate any Trust or a Share thereof as authorized by this paragraph. 22. Power to Determine Income and Principal: Dividends payable in stock of the issuing corporation, stock splits, and capital gains will be treated as principal. Except as herein otherwise specifically provided, the Trustees will have full power and authority to determine the manner in which expenses are to be borne and in which receipts are to be credited as between principal and income. The Trustees has the power to determine what will constitute principal or income and may withhold from income and reserves for depreciation or depletion as the Trustees may deem fair and equitable. In determining such matters, the Trustees may given consideration to the provisions of the Pennsylvania Statutes (or its successor statutes) relating to such matters, but it will not be bound by such provisions. 23. Generation-Skipping Taxes and Payment: If the Trustees consider any distribution or termination of an interest or power hereunder as a distribution or termination subject to ageneration-skipping tax, the Trustees are authorized a. To augment any taxable distribution by an amount which the Trustees Trust Agreement Page 1Z y~ estimate to be sufficient to pay such tax and charge the same to the particular trust to which the tax related without adjustment of the relative interests of the Beneficiaries; b. To pay such tax, in the case of a taxable termination, from the particular trust to which the tax relates without adjustment of the relative interests of the Beneficiaries. If such tax is imposed in part by reason for the Trust Assets, the Trustees will pay only the portion of such tax attributable to the taxable termination hereunder taking into consideration deductions, exemptions, credits, and other factors which the Trustees deem advisable; and c. To postpone final termination of any particular trust and to withhold any portion or all of the Trust Estate until the Trustees are satisfied that the Trustees no longer have any liability to pay any generation-skipping tax with reference to such trust or its termination. Section 5.04 Special Provision for S Corporation Stock Notwithstanding what is otherwise provided in this Trust Agreement, if at any time the Trust contains any stock of a corporation which elects or has elected treatment as an "S Corporation" as defined by Section 1361(a)(1) of the Internal Revenue Cod (or any corresponding successor ~~ statute), such stock will be segregated from the other assets of such and treated as a separate trust. The Trustees will further divide the separate trust into shares for each Beneficiary and such shares will be distributed outright or held in trust as herein provided. In addition, all other provisions of this Trust Agreement will apply to each share held in trust (and constituting a separate trust) except that the Trustees will distribute all of the income from each separate trust to its Beneficiary in convenient installments at least annually. It is the Settlor's intent that each separate trust will be recognized as a "Qualified Subchapter S Trust" (``QSST") under Section 1361(d)(2) of the Internal Revenue Code (or any corresponding successor statute). Notwithstanding any provisions of this Trust Agreement to the contrary, the Trustees's powers and discretions with respect to the administration of each separate trust (including methods of accounting, bookkeeping, making distributions, and characterizing receipts and expenses) will not be exercised or exercisable except in a manner consistent with allowing each separate trust to be treated as a QSST as above described. ARTICLE SIX Section 6.01 Coordination with Settlor's Probate Estate 1. At any time during the continuance of this Trust, including subsequent to the death of the Settlor, the Trustees may, in their sole and uncontrolled discretion, Trust Agreement Page 13 distribute to the deceased Settlor's probate estate cash and/or other property as a Beneficiary of the Trust. 2. All other provisions to the contrary notwithstanding, under no circumstances shall any restricted proceeds, as hereinafter defined, be either directly or indirectly (i) distributed to or for the benefit of the Settlor's executors or the Settlor's probate estate; or (ii) used to pay any other obligations of the Settlor's estate. The term "restricted proceeds" means: All qualified plans, individual retirement accounts, or similar benefits which are received or receivable by any Trustee hereunder, and which are paid solely to a Beneficiary other than the executor of the Settlor's gross estate for Federal estate tax purposes; and b. All proceeds of insurance on the Settlor's life which, if paid to a Beneficiary other than the Settlor's estate, would be exempt from inheritance or similar death taxes under applicable state death laws. Section 6.02 Direction to Minimize Taxes In the administration of the Trust hereunder, its fiduciaries shall exercise all available tax related elections, options, and choices in such manner as they, in their sole but reasonable judgment (where appropriate, receiving advice of tax counsel), believe will achieve the overall minimum in total combined present and reasonably anticipated future administrative expenses and taxes of all kinds. This applies not only to said Trust, but also to its Beneficiaries, to the other Trusts hereunder and their Beneficiaries, and to the Settlor's probate estate. Without limitation on the generality of the foregoing direction (which shall to that extend supercede the usual fiduciary duty of impartiality), such fiduciaries shall not be accountable to any person interested in this Trust or to Settlor's estate for the manner in which they shall carry out this direction to minimize overall taxes and expenses (including any decision they may make not to incur the expense of a detailed analysis of alternative choices). Even though their decisions in this regard may result in increased taxes or decreased distributions to the Trust, to the estate, or to one or more Beneficiaries, the fiduciaries shall not be obligated for compensation readjustments or reimbursements which arise by reason of the manner in which the fiduciaries carry out this direction. Section 6.03 Jud~rnent and Discretion of Trustee In the absence of proof of bad faith, all questions of construction or interpretation of any trusts created by this Trust Agreement will be finally and conclusively determined solely by the Trustee, according to the Trustee's best judgment and without recourse to any court. Each determination by the Trustee is binding on the Beneficiaries and prospective Beneficiaries hereunder, both ii being and unborn, as well as all other persons, firms, or corporations. The Trust Agreement Page 1~1 Trustee, when exercising any discretionary power relating to the distribution or accumulation of ARTICLE SEVEN principal or income or to the termination of any trust, will be responsible only for lack of good faith in the exercise of such power. Each determination may be relied upon to the same extent as if it were a final and binding judicial determination. In the event of a conflict between the provisions of this Trust Agreement and those of the Pennsylvania Statutes, the provisions of this Agreement will control. Section 7.01 Resolution of Conflict Any controversy between the Trustee or Trustees and any other Trustee or Trustees, or between any other parties to this Trust, including Beneficiaries, involving the construction or application of any of the terms, provisions, or conditions of this Trust shall, on the written request of either or any disagreement party served on the other or others, shall be submitted to arbitration. The parties to such arbitration shall each appoint one person to hear and determine the dispute and, if they are unable to agree, then the two persons so chosen shall select a third impartial arbitrator whose decision shall be final and conclusive upon both parties. The cost of arbitration shall be borne by the losing party or in such proportion as the arbitrator(s) shall decide. Such arbitration shall comply with the commercial arbitration rules of the American Arbitration Association, 140 West 51'` Street, New York, NY 10200 Section 7.02 Incontestability The beneficial provisions of this Trust Agreement are intended to be in lieu of any other rights, claims, or interests of whatever nature, whether statutory or otherwise, except bona fide pre-death debts, which any Beneficiary hereunder may have in Settlor's estate or in the properties in trust hereunder. Accordingly, if any Beneficiary hereunder asserts any claim (except a legally enforceable debt), statutory election or other right or interest against or in Settlor's estate, or any properties of this Trust, other than pursuant to the express terms hereof, or directly or indirectly contests, disputes, or calls into question, before any court, the validity of this Trust Agreement then: Such Beneficiary shall thereby absolutely forfeit any and all beneficial interests of whatever kind and nature while such Beneficiary or his or her heirs might otherwise have under this Trust Agreement and the interests of the other Beneficiaries hereunder shall thereupon be appropriately and proportionately increased; and 2. All of the provisions of this Trust Agreement, to the extent that they confer any benefits, powers, or rights whatsoever upon such claiming, electing, or contesting Beneficiary, shall thereupon become absolutely void; and Trust Agreement Page 15 3. Such claiming electing, or contesting Beneficiary, if then acting as a Trustee ` hereunder, shall automatically cease to be a Trustee and shall thereafter be ineligible to either select, remove, or become a Trustee hereunder. Section 7.03 Specific Omissions Any and all persons and entities, except those persons and entities specifically named herein, have been intentionally omitted from this Trust Agreement. If any person or entity shall successfully challenge any term or condition of this Trust Agreement, then, to that person or entity shall be given the sum of one dollar ($1.00) in lieu and in place of any other benefit, grant, or interest which that person or interest may have in the Trust Estate. Section 7.04 Benefits Confidential The Settlor further declares that it is the Settlor's desire and intent that the provisions of this Trust Agreement are to remain confidential as to all parties. The Settlor directs that only the information concerning the benefits paid to any particular Beneficiary shall be revealed to such individual and that no individual shall have a right to information concerning the benefits being paid to any other Beneficiary. ARTICLE EIGHT Section 8.01 Distribution in Kind or in Cash On any division of the assets of the Trust Estate into shares, and on any final or partial distribution of the assets of the Trust Estate, the Trustee, at his or her absolute discretion, may divide and distribute undivided interests of such assets on a pro rate or non-pro rata basis, or may sell any part of or all of such assets and may make divisions or distributions in cash or partly in cash and partly in kind. The decision of the Trustee, either prior to or on any division or distribution of such assets, as to what constitutes a proper division of such assets of the Trust Estate, shall be binding on all persons interested in any trust provided for in this Trust Agreement. Section 8.02 ~endthrift Provisions Neither the principal nor the income of this Trust Agreement shall be liable for the debts of a Beneficiary. Except as otherwise expressly provided in this Agreement, no Beneficiary of any trust shall have any right, power, or authority to alienate, encumber, or hypothecate this or her interest in the principal or income of this Trust Agreement in any manner, nor shall the interests of any Beneficiary be subject to the claims of his or her creditors or liable to attachment, execution, or other process of law. The limitations herein shall not restrict the exercise of any power of appointment or the right to disclaim. Trust Agreement Page 16 Section 8.03 Definition of Children The terms "child" and "children'' as used in this Agreement mean the lawful issue of a Settlor. This definition also includes children legally adopted by the Settlor. Section 8.04 Handicapped Beneficiaries Any Beneficiary who is determined by a court of competent jurisdiction to be incapacitated shall not have any discretionary rights of a Beneficiary with respect to this Trust, or to their share or portion thereof. The Trustee shall hold and maintain such incapacitated Beneficiary's share of the Trust estate and shall, in the Trustee's sole discretion, provide for such Benetciary as that Trustee would provide for a minor. Notwithstanding the foregoing, any Beneficiary who is diagnosed for the purposes of governmental benefits (as hereinafter delineated) as being incapacitated or as being disabled, and who shall be entitled to governmental support and benefits by reason of such incapacity or disability, shall cease to be a Beneficiary of this Trust. Likewise, they shall cease to be a Beneficiary if any share or portion of the principal or income of the Trust shall become subject to the claims of any governmental agency for costs or benefits, fees, or charges. The portion of the Trust Estate which, absent the provisions of this section, would have been the share of such incapacitated or handicapped person shall be retained in trust for as long as that individual lives. The Trustee, at his or her sole discretion, shall utilize such funds for the ~ maintenance of that individual. If such individual recovers from his or her incapacity or '~. disability and is no longer eligible for aid from any governmental agency, including costs or benefits, fees, or charges, such individual shall be reinstated as a Beneficiary after 60 days from such recovery and the allocation and distribution provisions as stated herein shall apply to that portion of the Trues Estate which is held by the Trustee subject to the foregoing provisions of this section. If said handicapped Beneficiary is no longer living and shall leave children then living, the deceased child's share shall pass to those children per stirpes. [f there are no children, the share shall be allocated proportionately among the remaining Beneficiaries. ARTICLE NINE Section 9.01 Trustees All Trustees are to serve without bond. The following will act as Trustees of any Trusts created by this Trust Agreement, in the following order of succession: First: The undersigned, Jimmie Lou McCullough. Second: Upon the death or incapacity of the original Trustee, Robert H. McCullough of 23 South 29th Street, Camp Hill, PA 1701 l (Phone No 717-761-2165), Trust Agreement Page 17 Y Third: In the event he is unable or unwilling to act, then Barbara S. McCullough of 3910 Peerless Road NW, Cleveland, TN 37312 (Phone No. 423-479-3497) is hereby designated Successor Trustee. Last: A Trustee chosen by the majority of beneficiaries with a parent or legal guardian voting for minor beneficiaries; provided, however, that the children of any deceased beneficiary shall collectively have only one vote. Section 9.02 Allocation and Distribution of the Trust Assets Upon the death of the Settlor the Trustee shall hold, administer, and distribute the Trust Assets in the manner herein prescribed. Section 9.03 Personal Property Distribution Notwithstanding any provision of this Trust Agreement to the contrary, the Trustee must abide by any memorandum by the Settlor, particularly that contained in the section entitled "Special Directives" incorporated into this Trust Instrument and any exhibits attached to this Trust Agreement containing Special Directives of the Settlor, directing the disposition of Trust Assets of every kind including, but not limited to, furniture, appliances, furnishings, pictures, china, silverware, glass, books, jewelry, wearing apparel, and all policies of fire, burglary, property damage, and other insurance on or in connection with the use of property. Otherwise, any personal and household effects of the Settlor shall be distributed with the remaining assets of the Trust Estate. Section 9.04 Liability of Trustee The Trustee will not be responsible or liable for any loss which may occur by reason of depreciation in value of the properties at any time belonging to the Trust Estate nor for any other loss which may occur, except that the Trustee will be liable for each Trustee's own negligence, neglect, default, or willful wrong. The Trustee will not be liable or responsible for the acts, omissions, or defaults of any agent or other person to whom duties maybe properly delegated hereunder (except officers or regular employees of the Trustee if such agent or person was appointed with due care). The Trustee may receive reimbursement from the Trust Estate for any liability, whether in contract or in tort, incurred in the administration of the Trust Estate in accordance with the provisions hereof, and the Trustee may contract in such form that such Trustee will be except from such personal liability and that such liability will be limited to the Trust Assets. Section 9.05 Successor Trustees Any Successor Trustee shall have all the power, rights, discretion, and obligations conferred on a Trustee by this Trust Agreement. All rights, titles, and interest in the property of the Trust shall immediately vest in the successor Trustee at the time of appointment. The prior Trustee shall, Trust Agreement Page 18 `~ without warranty, transfer to the Successor Trustee the existing Trust property. No successor Trustee shall be under any duty to examine, verify, questions, or audit the books, records, accounts, or transaction of any preceding Trustee; and no Successor Trustee shall be liable for any loss or expense from or occasioned by anything done or neglected to be done by a predecessor Trustee. A Successor Trustee shall be liable only for his or her own acts and defaults. ARTICLE TEN Section 10.01 Perpetuities Savings Clause Notwithstanding any other provision of this instrument, the Trusts created hereunder shall terminate not later than twenty-one (21) years after the death of the last survivor of the Settlor and any other beneficiary or beneficiaries named or defined in this Trust living on the date of the death of the Settlor. The Trustee shall distribute remaining Trust principal and all accrued or undistributed net income hereunder to the beneficiary or beneficiaries. If there is more than one beneficiary, the distribution shall be in the proportion in which they are Beneficiaries; if no proportion is designated, then the distribution shall be in equal shares to such Beneficiaries. r ~ ARTICLE ELEVEN Section 11.01 Governin Law It is not intended that the laws of only one particular state shall necessarily govern all questions pertaining to all of the Trust hereunder. The validity of the Trust hereunder, as well as the validity of the particular provisions of the Trust, shall be governed by the laws of the state which has sufficient connection with the Trust to support such validity. 2. The meaning and effect of the terms of this Trust Agreement shall be governed by the laws of the Commonwealth of Pennsylvania. The administration of this Trust shall be governed by the laws of the state in which the principal office of the Trustee then having custody of the Trust's principal assets and records is located. The foregoing shall apply even though the sites of some Trust Assets or the home of the Settlor, a Trustee, or a beneficiary may at some time or times be elsewhere. Trust Agreement Page 19 ',~' .~ Section 11.02 Invalidity of Any Provision If a court finds that any provision of this Trust Agreement is void, invalid, or unenforceable, the remaining provisions of this Agreement will continue to be fully effective. Section 11.03 Headinus The use of headings in connection with the various articles and sections of this Trust Agreement is solely for convenience and the headings are to be given no meaning or significance whatsoever in construing the terms and provisions of this Agreement. Section 11.04 Internal Revenue Code Terminoloev As used herein, the words "gross estate," "adjusted gross estate," "taxable estate," "unified credit," ``state death tax credit," "maximum marital deduction," "marital deduction," and any other word or words which from the context in which it or they are used refer to the Internal Revenue Code shall be assigned the same meaning as words have for the purposes of applying the Internal Revenue Code to a deceased Settlor's estate. Reference to sections of the Internal Revenue Code and to the Internal Revenue Code shall refer to the Internal Revenue Code amended to the date of such Settlor's death. ARTICLE 12 Section 12.01 Special Directives of Jimmie Lou McCullough Jimmie Lou McCullough hereby directs that before any distribution of the assets of the Trust Estate to the named beneficiaries, certain specific distributions, if any, shall be made from the assets as set forth on the list attached hereto and marked "Exhibit A-Special Directives of Jimmie Lou McCullough". SETTLOR: ramie Lou McCullough TRUSTEE: immie Lou McCullough Trust Agreement Page 20 COMMONWEALTH OF PENNSYLVANIA COUNTY OF CUMBERLAND The undersigned certifies that on the ~_ day of ~ ~ aJ ~ ,~U6 JIMMIE LOU MCCULLOUGH, known to me or satisfactorily proven to me to be the person whose name is subscribed to the foregoing document, personally appeared before me and acknowledged that he/she executed the same as Settlor and Trustee for the purposes therein contained. Notary Public, Commo ealth onsvlvania ---- ~ ,i NiJ~~ _ ANTHONY SC'-''" "~ ~"+~" Notary Public Ciby of Phila~ei~i~~a. Phla. County M Commission Ex~ir:s July 14. X09 ~F Trust Agreement Page 21 EXHIBIT A-SPECIAL DIRECTIVES OF JIMMIE LOU MCCULLOUGH I, Jimmie Lou McCullough, a resident of the County of Cumberland, Commonwealth of Pennsylvania being of lawful age and of sound and disposing mind and memory, and not acting under duress, fraud, or undue influence, hereby make, publish and declare this to be my Special Directives, and I incorporate THE JIMMIE LOU MCCULLOUGH REVOCABLE TRUST AGREEMENT. I direct that before any distribution of the assets of the Trust Estate to the named beneficiaries, certain specific distributions, if any, shall be made from the assets as set forth below: Jimmie Lou McCullough Dated: ~ - «o -D~c Trust Agreement Page 22 SCHEDULE A TO THE JIMMIE LOU MCCULLOUGH REVOCABLE TRUST AGREEMENT DATED: Z~/yC t (o ~,6D(o BETWEEN: JIMMIE LOU MCCULLOUGH AS SETTLOR AND: JIMMIE LOU MCCULLOUGH AS TRUSTEE 2. 3. 4. 5. 6. 7. 8. 9. 10. 12. Fifty Dollars ($50.00) in cash. Schedule A Page 1 DATED to be effective this 1 G day of J~ N~' , 2ayG , SETTLOR: immie Lou McCullough ACCEPTED BY TRUSTEE: Jimmie Lou McCullough '~... ;~< Schedule A Page 2 NOTARIZED CERTIFICATE OF TRUST THE J[~~[~~[IE LOU iv[CCULLOUGH REVOCABLE TRUST AGREE~[ENT The undersigned, Jimmie Lou McCullough, hereby certifies that he or she has created a revocable trust under THE JIMMIE LOU MCCULLOUGH REVOCABLE TRUST AGREEMENT dated the same date as the execution of this Certificate of Trust. Jimmie Lou McCullough, Settlor and Trustee, resides at 23 South 29th Street, Camp Hill, Pennsylvania 17011. The undersigned Settlor hereby certites the following: This Certificate of Trust relates to THE JIMMIE LOU MCCULLOUGH REVOCABLE TRUST AGREEMENT. 2. The name of the Settlor is J[MMIE LOU MCCULLOUGH. The Settlor is designated as the Trustee to serve until his death, resignation, or incompetence. 4. Upon the end of the terms of the original Trustee, Robert H. McCullough is designated as Successor Trustee. 5. Any Trustee has the power and authority to manage and control, buy, sell, and transfer the Trust property, including real property and personal property, in such manner as the Trustee may deem advisable. Any Trustee shall have and enjoy the ability to exercise all powers and rights over and concerning and property and the proceeds thereof as fully and amply as though said Trustee were the absolute and qualified owner of the same. This includes the power to invest incorporate obligations of any kind and to buy stocks, bonds, and similar investments, to include those on margin or other leveraged accounts. 6. Following the death of the Settlor, the Trust will continue or be distributed in whole or in part for the benefit of other named Beneticiaries according to the terms of the Trust. While the Settlor is living and competent the Trustee may add or withdraw money from any account owned by the Trust. Unless otherwise indicated to a prospective transferee, the Trustee has full power to transfer assets held in the name of the Trust. Subsequent transferees are entitled to rely upon such transfers provided that the chain of title is not otherwise deficient. 9. The Trust Agreement also states that any bank, corporation, brokerage firm, or other entity or individual, may conclusively presume that the Trustee has full power and authority over the Trust Assets and such person or institution shall be held harmless and Certificate of "Crust Pai;e t J shall incur no liability by reason of so presuming. 10. The situs of the Trust is the COMMON`VEALTH OF PENNSYLVANIA. 11. The undersigned hereby represent that the statements contained in this Certificate of Trust are true and correct, and that there are no other provisions in the Trust Agreement or amendments to it that limit the powers of the Trustee to sell, convey, pledge, mortgage, lease, manage, operate, control, transfer title, divide, convert, allot or sell upon deterred payments Trust property, including real and personal property including but not limited to securities of all kinds. l2. The Trust has not been revoked, modified or amended in any manner which would cause the representations in the Certificate of Trust to be incorrect. This Certificate of Trust is being signed by all currently acting Trustees of the Trust. The use of this Certificate of Trust is for convenience only and the Trust solely controls as to provisions and interpretations. Any conflict between this abstract and the Trust shall be decided in favor of the Trust. [N ~V[TNESS WEEEREOF, the Settlor and Trustee have executed this Certificate of Trust this date. S ETTLOR: ~~. ~.c~-~~~r Cm.,E'-~~- Jimmie Lou 1~1cCul(ough TRUSTEE: ~ ~/(c ~~C~~ ~,ti immie Lou McCullough COiVIMON`VEALTH OF PENNSYLVAN[A COUNTY OF CUMBERLAND SS On this, the l b day of ~_~ ~ N~ :~~o~ ,before me the undersigned officer, personally appeared Jimmie Lou ititcCullough, who acknowledged that he ur she executed the foregoing instrument for the purposes therein contained. 1N WITNESS WItEREOE, [have hereunto set my hand and official seal. Notary Public '' ~ ' Certificate of Trust Page 2 ('ity ~~f Ph ~ ;., ,~,. ~~ ,.~~ ~'~~tn LAST ~~'ILL AND TESTAi\IENT OF JIMIt11E LOU 1\1000LLOUGH [, Jimmie Luu McCullough, of Camp Hill, Cumberland County, Pennsylvania, being of sound mind and memory, and not acting under duress or undue intluence of any person whomsoever, hereby declare this to be my Last Will and Testament and [ do hereby revoke all other former wills and codicils to wills heretofore made by me. My Social Security Number is 209-12-7201. 1. DEBTS, TAXES AND ADI<1INISTRATION EXPENSES I have provided for the payment of all my debts, expenses of administration of property wherever situated passing under this Will or otherwise and estate, inheritance, transter, and succession taxes, other than any tax on a generation- skipping transfer that is not a liability of my Estate (including interest and penalties, if any) that become due by reason of my death, under the provisions of THE JIMMIE LOU MCCULLOUGH REVOCABLE TRUST AGREEMENT ,...,.,, executed by me on the same date I have executed this Will (my "Living Trust"). If the Living ~ Trust assets should be insufficient for these purposes, my Executor shall pay any unpaid items ,- from the residue of my Estate passing under this Will, without any apportionment or reimbursement. In the alternative, my Executor may demand in a writing addressed to the Trustee of my Living Trust an amount necessary to pay all or part of these items, plus claims, pecuniary legacies, and family allowances by court order. II. PERSONAL AND HOUSEHOLD EFFECTS It is my intent that all my personal and household effects were transferred to my Living Trust as a result of the Comprehensive Transfer Document signed this date. If there are any questions regarding the ownership or disposition of these assets, it is my desire that such assets pour into my Living Trust in accordance with the provisions of the section below titled "Residue of Estate." ll[. RES[DUE OF ESTATE I give, devise and bequeath all the rest, residue and remainder of my property of every kind and description (including lapsed legacies and devices), wherever situated and whether acquired before or after the execution of this Will, to the Trustee of my Living Trust, which, as Last ~~'ill and Testament P.lgc i stated above, was created by me on the same date as the execution of this V4'ill. The Trustee shall . add the property bequeathed and devised by this item to the corpus of my Living Trust and shall hold, administer and distribute said property in accordance with the provisions of my Living Trust, including any amendments thereto made before my death. If for any reason my Living Trust shall not be in existence at the time of my death, or if for any reason a court of competent jurisdiction shall declare the foregoing testamentary disposition to the Trustee under my Living Trust to be invalid, then I give all of my estate, including the residue and remainder thereof, to the person who is the Trustee (or would have been the Trustee if the Living Trust were in existence at the time of my death) as Trustee, to be held, managed, invested, reinvested and distributed by the Trustee upon the terms and conditions pertaining to the period beginning with the date of my death in the Living Trust, as then constituted giving effect to amendments, if any, hereafter made, and for that purpose I do hereby incorporate such Living Trust by reference into this my Will. IV. POWERS OF EXECUTOR My Executor shall have the following powers in addition to those conferred bylaw until all property is distributed: (a) To retain any real or personal property in the form in which it is received. ~~~ `~. (b) To sell at public or private sales for cash and/or credit, to exchange, and to lease ,~.. -- , fur any period of time, any real or personal property and to give options fur such sales, exchanges, or leases. (c) To purchase all forms of property, including but not limited to stocks, bonds, notes and other securities, common trust funds, life insurance policies and real estate, or any variety of real or personal property, without being confined to so-called legal investments and without regard for the principle of diversification. (d) To purchase securities at a premium or discount and to charge such premium ur credit such discount to principal or income. (e) To exercise any option arising from the ownership of any investment; to join in any recapitalization, merger, reorganization, liquidation, dissolution, consolidation or voting trust plan affecting any investment; to delegate powers with respect thereto; to deposit securities under agreements and pay assessments; to subscribe for stock and bond privileges; and generally to exercise all rights of security holders. (t) To hold property unregistered or in the name of a nominee. (g) To mortgage, divide, alter, repair and improve real property and generally to last ~~'ill and Testament Page 2 exercise all rights of real estate ownership. (h) To distribute in cash, in kind, or partly in each, and to cause any share to be composed of cash, property, or undivided fractional shares in property different in kind from any other share. (i) To compromise claims by or against my estate including but not limited to tax issues and disputes, without order of court or consent of any party in interest and without regard for the effect of such compromise on any interest hereunder. (j) To borrow money and to pledge any real or personal property as security for the repayment thereof. (k) To apply income for the benefit of any incapacitated individual to whom income may or must be distributed for any reason during the period of incapacity. Income not so applied may be distributed to a custodian or accumulated, invested and if not sooner applied, paid to such individual upon gaining capacity. (1) To join with my spouse or my said spouse's personal representative in tiling any joint income tax return, and to join in any gifts made by my said spouse for gift tax purposes even if this may result in additional liabilities for my estate. Any income or gift taxes due on such returns and any deficiencies, interest, penalties or refunds thereon shall be allocated ~,.,, y between my estate and my said spouse or my said spouse's estate, or all to any of them, in such manner as my Executor and my said spouse or my said spouse's personal representative may ,~ .. agree. (m) To apply expenses of my estate permitted as income tax or real estate tax deductions and to value my estate for estate tax purposes by any method permitted. (n) To employ accountants, agents, attorneys, investment counsel, brokers, bank or trust company to perform services for and at the expense of my estate and to carry or register investments in the name of the nominee of such agent, broker, bank or trust company. The expenses and charges for such services shall be charged against principal or income. My Executor is expressly relieved of any liability or responsibility whatsoever for any act or failure to act by, or for following the advice of, such accountants, agents, attorneys, investment counsel, brokers, bank or trust company, so long as my Executor exercises due care in their selection. The fact that an Executor may be a member, shareholder or employee of any accounting, investment, legal or brokerage firm, agent or bank or trust company so employed shall not be deemed a conflict of interest. Any compensation paid pursuant to this subparagraph shall not affect in any manner the amount of or the right of my Executor to receive commissions as a fiduciary. (o) To invest any part of my residuary estate in, or lend money to, any closely-held business in which 1 may have an interest at my death for any purposes incident thereto, including but not limited to expansion and entry into new fields of business provided that only assets Last Will and 'Testament Nai;e 3 actually invested in such business shall be liable for the debts incurred in its operation. i". ~- (p) To disclaim any interest in property without court approval. V. EXECUTOR (a) I appoint Robert H. McCullough, of 23 South 29th Street, Camp Hill, PA 1701 1, as Executor. If Robert H. McCullough tiails to qualify or ceases to act for any reason, I appoint Barbara S. McCullough, of 3910 Peerless Road NW, Cleveland, TN 37312 as Executor in his place. (b) My Executor shall not be required to post security in any jurisdiction. IN WITNESS WHEREOF, I have set my hand and seal to this, my Last Will and Testament, this ~_ day of J ~ N L ~ao+; . ~~G-~- ..(SEAL) Jimmie Lou McCullough ;. Signed, sealed, published and declared by the above-named Testator, as and for his Last Will and Testament in the presence of us, who have hereunto subscribed our names at his request as witnesses thereto, in the presence of said Testator and of each other. WITNESS: .~ ~-- ~ COMMONWEALTH OF PENNSYLVANIA, COUNTY OF CUMBERLAND: I, Jimmie Lou McCullough, the testator/testatrix whose name is signed to the attached or foregoing instrument, having been duly qualified according to law, do hereby acknowledge that I signed and executed the instrument as my Last Will and Testament; and that [signed it willingly and as my free and voluntary act for the purposes therein expressed. /~ ~~f ~ ~f'-~c~[ ~ i Jimmie Lou McCullough \ i ; T ~~ ~~ t' ~ i r P~ ,~.,, ~. ~: i"'~ ,. ~., - ~ ~i , 1' ~~~~ i Last ~~'ill and Testament Page 4 COMMONWEALTH OF PENNSYLVANIA, COUNTY OF CUMBERLAND: On this ~ day of 7 UN~ ~ u u 6 • ,before me, the undersigned officer, personally appeared Jimmie Lou McCullough, known to me (or satisfactorily proven) to be the person whose name is subscribed to the foregoing Last Will and Testament, who acknowledged that he or she executed the same as his/her Last Will and Testament. ~~u ~ _. ~ _ Notary Public _~ " We, ~~tn~Q F~ F--j and ~a ir'~ ~ee ,v S~~c,~ ,the witnesses whose names are signed to the attached or foregoing instrument, being duly qualified according to law, do depose and say that we were present and saw the testator/testatrix sign and execute the instrument as his/her Last Will and Testament; that the testator/testatrix signed willingly and executed it as his/her free and voluntary act for the purposes therein expressed; that each subscribing witness in the hearing and sight of the testator/testatrix signed the will as a witness; and that to the best of our knowledge the testator/testatrix was at that time 18 or more years of~;e, of sound mind and under no constraint or undue influence. =(SEAL) Residing at: ~ ~ .S Z ~ ~ Sf ~v9~~p ~{7L~ I~~ ~~ ~~. _ AL) Residing at: ~~ S Z `? Sf ~~ ~~~ COMMONWEALTH OF PENNSYLVANIA, COUNTY OF CUMBERLAND: Subscribed and sworn to before me by both witnesses, this ~ day of .J yrvtr , Notary Public ,,~! , ~ia '~ n~r!•a i.,~ 19 ,:,~~~ ~, tL `,• Last ~~'ill and Testament Page S