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
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'
Harrisbury~ Pa i~izs-o6oi R ESIDENT DECEDENT 0~~
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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
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First Line of Address
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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
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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
'~...
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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.
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Jimmie Lou McCullough \
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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~~
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_ 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
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Last ~~'ill and Testament Page S