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HomeMy WebLinkAbout06-10-11 1505610148 REV-1500 EX (01-10) OFFICIAL USE ONLY PA Department of Revenue County Code Year File Number Bureau of Individual Taxes PO BOX 280601 INHERITANCE TAX RETURN 21 10 0 8 61, Harrisburg, PA 1 7 1 28-0601 RESIDENT DECEDENT ENTER DECEDENT INFORMATION BELOW Social Security Number Date of Death MMDDYYYY Date of Birth MMDDYYYY 156-],8-2293 081,72010 08061924 Decedent's Last Name Suffix Decedent's First Name M I ATNO IRENE (If Applicable) Enter Surviving Spouse's Information Below Spouse's Last Name Suffix Spouse's First Name M I Spouse's Social Security Number THIS RETURN MUST BE FILED IN DUPLICATE WITH THE - - REGISTER OF WILLS FILL IN APPROPRIATE BOXES BELOW ® 1. Original Return ^ 2. Supplemental Return ^ 3. Remainder Return (date of death prior to 12-13-82) ^ ^ ^ 4. Limited Estate 4a. Future Interest Compromise (date of 5. Federal Estate Tax Return Required death after 12-12-82) 6. Decedent Died Testate © 7. Decedent Maintained a Living Trust ~ 8. Total Number of Safe Deposit Boxes (Attach Copy of Will) (Attach Copy of Trust) ^ ^ ^ 9. Litigation Proceeds Received 10. Spousal Poverty Credit (date of death 11. Election to tax under Sec. 9113(A) between 12-31-91 and 1-1-95) (Attach Sch. O) CORRESPONDENT - THIS SECTION MUST BE COMPLETED. ALL CORRESPONDENCE AND CONFIDENTIAL TAX INFORMATION SHOULD BE DIRECTED TO: Name Daytime Telephone Number DAVID F• SPANG, ESQUIRE 71,7-262-2185 First line of address 247 LINCOLN WAY EAST Second line of address City or Post Office CHAMBERSBURG State ZIP Code PA 17202 Correspondent'se-mail address: DFSa9WCSLAWOFFICE • COM Under penalties of perjury, I declare that I have examined this return, including accompanying schedules and statements, and to the best of my knowledge and belief, it is true, correct and complete. Declaration of preparer other than the personal represe tive is based on all information of which preparer has any knowledge. S1GN~IRE QF P SON R PONSIBLE FOR F NG RETURN r DATE ~r ADDRES C/0 LKER, CONNOR & SPANG, LLC 247 LWE, CHAMBERSBURG, PA 17201 SIGNA OF PREP E O THAN REPRESENTATIVE DATE REGISTER OF WILLS USE ONLY ~? a~.~ti ~. ~~ C/7 ~ © r _'# "' ~T~fILED ~ r ~: ~ _.._ --~ ~-~: . _ r-- ::~ ('T'2 `-"/ ~ m ADDRESS '' 247 LINCOLN WAY EA CHAMBERSBURG, PA 17201 PLEASE USE ORIGINAL FORM ONLY Side 1 1505610148 1505610148 9M4647 4.000 J 1505610248 REV-1500 EX Decedent's Social Security Number 156-18-2293 Decedent's Name: A T N O I R E N E RECAPITULATION 1. Real Estate (Schedule A) 1. 18 8 , 0 0 0.0 0 2. Stocks and Bonds (Schedule B) . 2. 12 7 , 317.0 0 3. Closely Held Corporation, Partnership or Sole-Proprietorship (Schedule C) , 3. 0 . 0 0 4. Mortgages and Notes Receivable (Schedule D) 4, 0 • 0 0 5. Cash, Bank Deposits and Miscellaneous Personal Property (Schedule E) 5. 5 9 , L 2 2.0 0 6. Jointly Owned Property (Schedule F) ~ Separate Billing Requested 6. 0 . 0 0 7. Inter-Vivos Transfers 8 Miscellaneous Non-Probate Property (Schedule G) ~ Separate Billing Requested 7. 2 2 6 , 716.0 0 8. Total Gross Assets (total Lines 1 through 7) g. 6 01,15 5.0 0 9. Funeral Expenses and Administrative Costs (Schedule H), , g. 7 6 , 9 51.0 0 10. Debts of Decedent, Mortgage Liabilities, and Liens (Schedule I) 10. 3 ,13 2.0 0 11. Total Deductions (total Lines 9 and 10) , 11. 8 0 , 0 8 3 , 0 0 12. Net Value of Estate (Line 8 minus Line 11) 12. 5 21, , 0 7 2.0 0 13. Charitable and Governmental Bequests/Sec 9113 Trusts for which an election to tax has not been made (Schedule J) , , 13. 0 • 0 0 14. Net Value Subject to Tax (Line 12 minus Line 13) , 14. 5 21, 0 7 2.0 0 TAX COMPUTATION -SEE INSTRUCTIONS FOR APPLICABLE RATES 15. Amount of Line 14 taxable at the spousal tax rate, or transfers un~er Sec. 9116 (a)(1.2) x .o - 0.0 0 15. 0.0 0 16. Amount of Line 14 t xable 4~ at linealratex.o 519,983.00 16. 23,399.00 17. Amount of Line 14 taxable at sibling rate X .12 0. 0 0 17. 0. 0 0 18. Amount of Line 14 taxable at collateral rate X .15 1, 0 0 0.0 0 18. 15 0.0 0 19. TAX DUE 19. 23, 549.00 20. FILL IN THE BOX IF YOU ARE REQUESTING A REFUND OF AN OVERPAYMENT X^ Side 2 1505610248 150561D248 J 9M4648 4.000 REV-1500 EX Page 3 Decedent's Complete Address: File Number ~1, l,ll f1A~,1, DECEDENTS NAME ATNO R N STREET ADDRESS CITY STATE ZIP Tax Payments and Credits: 1. Tax Due (Page 2, Line 19) 2. Credits/Payments A. Prior Payments 2 7, 3 2 9. 0 0 B. Discount 0 • 0 0 3. Interest 4. If Line 2 is greater than Line 1 + Line 3, enter the difference. This is the OVERPAYMENT. Fill in box on Page 2, Line 20 to request a refund. (4) (1) _ 23, 549.00 27,329.00 (3) . 0.0 0 3, 780.00 5. If Line 1 + Line 3 is greater than Line 2, enter the difference. This is the TAX DUE. (5) _ 0 • 0 0 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; retain the right to designate who shall use the property transferred or its income; b ^ X . ^ c. retain a reversionary interest; or . ^ 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? . ,. " " ^ or payable-upon-death bank account or security at his or her death? in trust for 3. Did decedent own an 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)]. For dates of death on or after Jan. 1, 1995, the tax rate imposed on the net value of transfers to or for the use of the surviving spouse is 0 percent [72 P.S. §9116 (a) (1.1) (ii)]. 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. X9116(1.2) [72 P.S. §9116(a)(1)]. • The tax rate imposed on the net value of transfers to or for the use of the decedent's siblings is 12 percent [72 P.S. §9116(a)(1.3)]. 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. Total Credits (A + g) (2) 9M4671 2.000 REV-1502 EX+ (01-10) Pennsylvania DEPARTMENT OF REVENUE INHERITANCE TAX RETURN RESIDENT DECEDENT SCHEDULE A REAL ESTATE ESTATE OF: FILE NUMBER: Irene Atno 21100861 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. Real property that is jointly-owned with right of survivorship must be disclosed on Schedule F. swasss z.ooo If more space is needed, use additional sheets of paper of the same size. A. HUD-1 Settlement Statement u. s. Department Of Housing And Urban Development OMB No 2502-0265 Com uter form ublished b Law Disks, www.lawdisks.com B. Type Of Loan: 6. File Number 2662 7. Loan Number 000003837 8. Mortgage Insurance Case Number [X] Conventional-Uninsured C. Note: this form is furnished to give you a statement of actual settlement costs. Amounts paid to and by the settlement agent are shown. Items marked "(P.O.C.)" were paid outside the closing. They are shown here for informational purposes and are not included in the totals. D. Name and address of borrower(s) E. Name, address of seller(s) F. Name and address of lender Daniel H. Baker Susan A. Baker Barbara A. Timmons, Earl F. Stovall, Orrstown Bank 15270 Path Valley Rd. 15270 Path Valley Rd. Trustee under the Atno Executor of the Irene 2655 Philadelphia Avenue Spring Run, PA 17262 Spring Run, PA 17262 Family Trust S. Atno Estate Chiunbersburg, PA 17201 G. Property Location H. Settlement Agent: name, address I. Settlement Date: 108 Shady Road Walker, Connor & Spang, LLC January 5, 2011 Newburg, PA 17240 247 Lincoln Way East Chambersburg, PA Cumberland County 17201 Place of Settlement Office of Settlement Agent, above J. Summary Of Borrower's Transaction 100 Gross Amount Due From Borrower: 101 Contract sales price 188,000.00 102 Personal property 103 Borrower settlement charges (line 1400) 7,616.32 104 105 Adjustments for items aid by seller in advance 106 School taxes 1/5/2011 to 6/30/2011 988.33 107 County taxes 108 Assessments '109 110 111 112 120 Gross Amount Due From Borrower .196,604.65 200 Amounts Paid By Or On Behalf Of Borrower: 201 Deposit or earnest money 15,000.00 202 Principal amount of new loan(s) 140,000.00 203 Existing loan(s) taken subject to 204 205 206 207 208 209 Adjustments For Items Unpaid By Seller 210 City/town taxes to 211 County taxes to 1/1/2011 to 1/5/2011 5.70 212 Assessments to 213 214 215 216 217 218 219 220 Total Paid By/For Borrower 155.005.70 K. Summary Of Seller's Transaction 400 Gross Amount Due To Seller: 401 Contract sales price 188,000.00 402 Personal property 403 404 405 Adjustments for items paid by seller in advance 406 School taxes 1/5/2011 to 6/30/2011 988.33 407 County taxes 408 Assessments 409 410 411 412 420 Gross Amount Due To Seller 188.988.33 500 Reductions In Amount Due To Seller 501 Excess deposit (see instructions) 15,000.00 502 Settlement charges to seller (line 1400) ~ 1,880.00 503 Existing loan(s) taken subject to 504 Payoff of first mortgage loan 505 Payoff of second mortgage loan 506 507 508 509 Adjustments For Items Unpaid By Seiler 510 City/town taxes to 511 County taxes to 1/1/2011 to 1/5/2011 5.70 512 Assessments to 513 514 515 516 517 518 519 520 Total Reduction In .Amount Due Seller 16,885.70 300 Cash At Settlement From/To Borrower 600 Cash At Settlement To/From Seller 301 Gross amt due from borrower (Ln 120) 196,604.65 601 Gross amt due to seller (Ln 420) 188,988.33 302 Less amt paid by/for borrower (Ln 220) 155,005.70 602 Less reduction in amt due seller (Ln 520) 16,885.70 303 Cash (X] FROM Borrower 41,598.95 603 Cash [X] TO Seller 172,102.63 L. Settlement Char es 700 Total Real Estate Broker's Fees, based on rice $ % = Paid From Paid From Division of Commission (line 700) as follows: Borrower's Seller's 701 $ to Funds At Funds At 702 $ to Settlement Settlement 703 Commission paid at settlement 704 800 Items Payable In Connection With Loan 801 Our origination charge $ 1,375.00 (from GFE#1) 802 Your credit or charge (points) for the specific interest rate chosen ~ $ 0.00 (from GFE#2) 803 Your adjusted origination charges 1,375.00 (from GFE A) 1,375.00 804 Appraisal fee to CR Consulting Real Estate (from GFE#3) 350.00 805 Credit report to CBCInnovis, Inc. (from GFE#3) 18.80 806 Tax service to (from GFE#3) 807 Flood certification to CBCInnovis (from GFE#3) 10.00 808 809 810 811 900 Items Re wired By Lender To Be Paid In Advance 901 Daily interest charges from O1/OS/11 to 02/01/11 $ 17.99 /day (from GFE#10) 485.73 902 Mortgage insurance premium for months to (from GFE#3) 903 Homeowner's insurance for 1.00 years to Penn National (POC $447.00 (from GFE#11) 904 years to 905 1000 Reserves Deposited With Lender 1001 Initial deposit for your escrow account (from GFE#9) 1,730.04 1002 Homeowner's insurance 4 months $ 37.25 per month = $ 149.00 ~$,; 1003 Mortgage insurance for months $ per month = $ ~ ' > f 1004 Property taxes months $ per month = $ 1005 County taxes 14.00 months @ $ 34.80 per month = $ 487.20 1006 School taxes 10.00 months $ 169.84 per month = $ 1,698.40 1007 Aggregate Adjustment - 604.56 1008 1100 Title Char es 1101Title services and lender's title insurance to Walker, Connor &Spang, LLC (from GFE#4) 1,368.75 1102 Settlement or closing fee $0.00 1103 Owner's title insurance $240.00 (from GFE#5) 240.00 1104 Lender's title insurance $ 1,058.75 1105 Lender's title policy limit $ 140,000.00 ~. 1106 Owner's title policy limit $ 188,000.00 1107 Agent's portion of total title insurance premium to Walker, Connor &Spang, LLC $ 1,231.44 ~ ~~'S 1108 Underwriter's portion of total title insurance premium to Old Republic Title Co. $ 217.31 b Fn"' 3HI~ w~' xwLe JC?' s t ~* t i'~~YY ~ ~ . . - - ;'•"gym 'dI'c1S0 "~` x ~" .. { . . P~ ,.~~f' ~- atth,~stimate,tC~) and IlU~3 1 C~har'g~e~ a'~`-°"'~ri+ib~..':f.°..~k fQ+~.,~y."Y%?01Wib... -:~a$ . .ab d .:.'"k'.F.. ~n .,;;... $ ~. kx ~~ ~ _ N~ a ~,",~ ~ ~ , ~.. '" A ~ot~`a1th~-°lc;stimate ~'a~" Fr. °A ~ ~ ~~ ~'~.,~~ , . , z : ,~ 1•Ti~D-1 u ~F,'~. : Charges That Cannot Increase HUD-1 Line Number . .,, Our origination charge # 801 $1,375.00 $1,375.00 Your credit or chazge (points) for the specific interest rate chosen # 802 $ 0.00 $ 0.00 Your adjusted origination charges- # 803 $1,375.00 $1,375.00 Transfer taxes # 1203 $1,880.00 $1,880.00 :~ ~ ~;a ~ , ..A. .... < C~.ar es Thatw~n:fi~o~tal C~:nn,ot Ine~ease Mar'~e~ Sian 1~1°i'o ~ "~ ,: :F~-UD ~... , g ..~:. .. x..:, ,~..w...._-, F ._,..A..m .._ ..- .~., .......~~ ~.,,...... , ._ CYa~od~Farth,Estimat ..:¢ :...., ~.... o w:: ~ ~, Government recording charges # 1201 $ 160.00 ~ ..... . $ 158.00 Appraisal Fee #804 $ 425.00 $ 350.00 Credit Report #805 $ 62.70 $ 18.80 Flood Certification #807 $ 10.00 $ 10.00 W~ S.. RII, J"' ~ 4P..`r SW ..e ~. '.'91T,"`a ray.. ! ~w $ 0. ~..~ ~ ~ K~ ~ ~. ~ ~._. ' `~ota~ < ,.. R ~fi Inc~s~e~liety- eenMGFE arid-HE'D=1 Charges, ,;. ..~. ..~.., , . , ... ,,x _ ~ .., . $ 657.70 $ -147.40 $ 536.80 -8.2 .. -::: .. Y , ~I~~aes~That Can Cbaii p.. `. ~ ~~: ;:~ £ ~~ ~ w ~~ ~ ,~ ~~ p W~ ~sw; ate,,...s U~ ~ _.... ... ~.~., .., , w ,.. ,:......,:, w~.r , _ . .....~ ~ .. ,. Initial deposit for your escrow account # 1001 $1,750.00 $1,730.04 Daily interest charges # 901 $ 17.99 /day $ 467.74 $ 485.73 Homeowner's insurance # 903 $ 500.00 $ 447.00 Title services and lender's title insurance #1101 $1,343.00 $1,368.75 Owners title insurance #1103 $ 450.00 $ 240.00 Loan Terms CERTIFICATION: I have carefully reviewed the HUD-1 Settlement Statement and to the best of my knowledge and belief, it is a true and accurate statement of all receipts and disbursements made on my account or by me in this transaction. I further certify that I have received a copy of the HUD=1 Settlement Statement ~-~ Borrower Daniel H. Baker ~,~j~(~~f__1,-~~~~~ Borrower Susan A. Baker Borrower Borrower Seller Seller To the best of my knowledge the HUD-1 Settlement Statement which I have~prepared is a true and accurate account of the funds which were received and have .been or will be disbursed by the undersigned as part of the settlement of this transaction. ~ Settlement Agent _ ~'~~S,~i/~ Date David F. Spang, Esq. ~ WARNING: It is a crime to knowingly make false statements to the United States on this or any other similar form. Penalties upon conviction can include a fine and imprisonment. For details see Title 18 U.S. Code Section 1001 and Section 1010. SUBSTITUTE FORM 1099-S, Proceeds from Real Estate Transactions, Taz Year SELLER STATEMENT: The information contained in Blocks E, G, H, I and on line 401 (or if line 401 is asterisked, line 403 and 404) is important tax information and is being furnished to the Internal Revenue Service. If you are required to file a return, a negligence penalty or other sanction may be imposed on you if this item is required to be reported and the IRS determines that it has not been reported. If this real estate was your main home, file Form 2119, Sale of Your Home, with Form 1040 even if you had a loss or you did not replace your home. If the real estate was not your main home, report the transaction on Form 4797, Sales of Business Property, Form 6252, Installment Sale Income, and/or Schedule D, Form 1040, Capital Gains and Losses. You must provide the Settlement Agent (in Block H) with your correct taxpayer identification number. If you. do not provide the settlement agent with your correct taxpayer identification number, you may be subject to civil or criminal penalties imposed by law. Under penalties of perjury I certify that the number shown on this statement is my correct taxpayer identification number. y .~ ~~: ' ~ ' (Seller's signatures: arl F: Stovall, Executor of the Irene S. Atno Estate r r °' i ~- ~~nl~~ (Seller's signatures Barbara A. Timmon , rustee under the Atno Family Trust ~' . ~- ?~~ eller Barbara A. Timmons, rustee under the Atno~Fa"m~ily Trust _ .~!~' ~ Seller Earl F. Stovall, Executor of the Estate of Irene S. Atno REV-1503 EX+ (s-98) SCHEDULE B COMMONWEALTH OF PENNSYLVANIA STOCKS & BONDS INHERITANCE TAX RETURN RESIDENT DECEDENT ESTATE OF FILE NUMBER Irene Atno 21 10 0861 All property jointly-owned with right of survivorship must be disclosed on Schedule F. ITEM VALUE AT DATE NUMBER DESCRIPl10N OF DEATH 1. 142 Shares Alcatel-Lucent stock 394 2 2,825 Shares AT&T stock (includes 1574 shares of SBC Communications stock) 75,993 3 415 Shares Comcast Corporation stock 7,414 4 12 Shares Fairpoint Communications, Inc. stock (worth $.48 at date of death; now bankrupt) CUSIP: 30556010 0 5 159 Shares Frontier Communications stock 1,217 6 50 Shares NCR Corporation stock CUSIP: 62886E 10 633 7 41 Shares Prudential Financial, Inc. stock 2,283 8 333 Shares Qwest Communications stock (now known as 55 shares of CenturyLink) CUSIP: 749121 10 1,890 9 100 Shares Teradata Corporation stock 3,028 10 5 Par United States Savings Bonds - 5 $500 Series HH 2,500 11 17 Par United States Savings Bonds - 14 $25 Series E and 3 Series EE $50 2,053 12 664 Shares Verizon Communications Inc. 20,043 Total from continuation schedules 9,869 TOTAL (Also enter on line 2, Recapitulation) $ 127 , 317 3wasss ~.ooo (If more space is needed, insert additional sheets of the same size) Estate of: Irene Atno Schedule B (Page 2) Item No. Description 13 411 Shares Vodafone Group Plc stock 21 10 0861 Value at Date of Death 9,869 Total (Carry forward to main schedule) 9,869 ~m ~~ v ~ ~ O Q- ~~ a ~ m n ~ O ~. _' (D f% ~ ~m o~ ~ C ~D ~ ~ ~~ m ~ ¢ Q. o ~ ~ ~ I~ C (7 ~. 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BANK DEPOSITS CASH INHERITANCE TAX RETURN , , PERSONAL PROPERTY RESIDENT DECEDENT ESTATE OF FILE NUMBER Irene Atno 21100861 Include the proceeds of litigation and the date the proceeds were received by the estate. All property jointly-owned with the right of survivorship must be disclosed on Schedule F. ITEM VALUE AT DATE NUMBER DESCRIPTION OF DEATH 1 Benefits Pension Payment 190 2 Cash and coins found at house and in decedent's wallet 840 3 Century Link refund 20 4 M&T Bank - checking account number 9839843167, in trust for Nancy Gander 6,465 Interest accrued to 8/17/2010 0 5 M&T Bank - money market account #15004212147711, in trust for Nancy Gander 21,939 Interest accrued to 8/17/2010 0 6 M&T Bank - savings account #15004205412981 5,711 Interest accrued to 8/17/2010 0 7 Personal property - proceeds from sale by Jones & Martin Auctions, LLC 8,285 8 School taxes on real estate - prorated on HUD settlement statement 988 9 Strickler Insurance - homeowner's and car insurance refund 255 10 US Treasury - 2010 federal tax refund 900 11 US Treasury 2010 federal tax refund for Trust 1,031 12 Verizon Benefits Center - refund of premium 450 13 Waste Management refund 48 14 2005 Chevrolet VIN 1GNDT13S852271774 - sold for 12,000 3W46AD 1.000 TOTAL (Also enter on line 5, Recapi~ (If more space is needed, insert additional sheets of the same size) 59,122 :11-1,-' 1~i 1.~ ; 5~ F~~M-M~TCham~er~b~araMair~ 7~.7-X61-?~SC~ T-6E~1 F'C1~~GIIL~C~L1~' F-1?~ KRYSTLE MCNEW - Re: prod -Date of Death Request From: DATE OF DEATH REQUESTS To: MCNEW, KRYSTLE Date: 1112/2010 11:SS AM Subject: Re: prod -Date of Death Request Per you request, please find below the date of death values for Irene S Atno, SS#156-18-2293. a ACCOUNT NUMBE BALANCE ACCRUED INTEREST TOTAL 9839843167 6465.48 .02 6465.50 15004205412981 5710.87 .10 5710.97 15004212147711 21938.50 .39 21938.89 Let me know if there's anything else you need :-) Thanks, Sue Kimble Records Management /DOD Unit M&T Bank- "Understanding what's important." »> On Wednesday, October 27, 2010 at 09:36, in message <28442424.b7731288186587648.JavaMail.appowner@comrcu03cfmprod>, <KMCNEW@mtb.com> wrote: Account Information Date of death: 0811 ?/2010 Account Number: 9839843167 Product Type: Deposit Account file://C:1Documents and SettingslEBRNKSB.PCMXL6120T971Local SettingslTemplXPg... 11 /18/2010 JONES & MARTINAUC710N5, LLC 544 Mohawk Road Newville, PA 17 2 41 Darryl Jones Neil Martin Newville,l'A Slvppen5bui°g, f A SETTLEMENT STATEMENT ~ ~ l S, ~ ,~, SALE NAME: o ,: ' ~~ ~ -~~.. .. ~ . i'~ ~ fi, J DATE OF SALE (~V I , I C~ ADVERTISING EXPENSES: Lancaster Farmer The Guide ~ ~ ~ ~ ~ Valley Times (.~ , ~~ News Chronicle Other ~~'~ ; ~ ~~.c__~ ~.~ ~~~~ .~~~~-- r Sale Flyers Copies ~ ~ . Type Setting__ __ Total Advertising Cost ~ Total # of Bidder Numbers ~ ~J~] Total # Sale Sheets Cash Amount In Total $ of Checks Total # all Sale Sheets ~ ~ ~ . ~~ j ~ + Advertising Cost ~~ ~ c~.~ ,.'~~ .. - Auctioneer's % ~~~~ , ~ (~ ,.~ , ~ ~ - Misc. Charge ~~,1 ~-t~ l tC~ ~ - Misc. Net Sale (after expenses) $ Thank you for the opportunity to work with ~`] ~ ~ ~ ~t~lcrc ~1 ~~~~~-~ ~:; ~-t'y1 ~. ass ~ ~. you and you y. JONES & MAKTIN ALIG710N5, LLC 59a Mohawk Road Newville, PA 17241 Darryl Jones Neil Martin Newville,l'A 5liippen5burg, I'A SETTLEMENT STATEMENT ,~ :~ e A SALE NAME: ~ ,~~..-C` . ;:~.. DATE OF SALE ~~ ~ ~~. ~ C~ ADVERTISING EXPENSES: Lancaster Farmer The Guide Valley Times News Chronicle ~~~ ~. Other ..~ ~ ~~ Other v" ~..,~. ~..~ -y- ~ ~] 1 ~ ~~. Sale Flyers Copies- ~ ~ . ^~ v`. Type Settin Total Advertising Cost Total # of Bidder Numbers Total # Sale Sheets Cash Amount In Total $ of Checks Total # all Sale Sheets~~ ~; ~ C ~j + Advertising Cost ~ ~. ~ ~ ~( - Auctioneer's % ~ `~° ° ~, "~ (~ ~ + C - Misc. Charge, Misc. Charge, Net Sale (after expenses) ,~~ ~. r' ~ yr~ ~ ~ f'Lv~i ~` s S f pls. Thank you for the opportunity to work with you and your fa.~ily. REV-1510 EX + (08-09) pen nsylvan is DEPARTMENT OF REVENUE INHERITANCE TAX RETURN RESIDENT DECEDENT SCHEDULE G INTER-VIVOS TRANSFERS AND MISC. NON-PROBATE PROPERTY ESTATE OF Irene Atno 21 10 0861 This schedule must be completed and filed if the answer to any of questions 1 through 4 on page three of the REV-1500 is yes. ITEM NUMBE DESCRIPTION OF PROPERTY INCLUDETFENAMEOFTHETRANSFEREE, THEIR RELATIONSHIP TO DECEDENT AND THE DATE OF TRANSFER. ATTACHACOPY OF THE DEED FOR REAL ESTATE. DATE OF DEATH VALUE OF ASSET %OF DECD'S INTEREST EXCLUSION IF APPLICABLE TAXABLE VALUE 1• American National Insurance Company - annuity claim number C738348 120,234 100.0000 0 120,234 2 Allianz Life Insurance Company of North America - non-qualified annuity policy number 70683846 59,994 100.0000 0 59,994 3 Aviva Life and Annuity Company - policy number 048055 46,488 100.0000 0 46,488 TOTAL (Also enter on line 7, Recapitulation) $ 226,716 If more space is needed, use additional sheets of paper of the same size. 9W46AF 2.000 ~ AMERICAN NATIONAL INSURANCE COMPANY NATIONAN '~ Galveston, Texas VOUCHERNUMBER V-251103-18 TO DIRECT POLICY ANNU BEN INT/POL CC: 9c9c~;:c LAROO69285 118086.90 2147.40 BATCH ZGO AGENT INS ATNO,IRENE DATE 02/10/2011 cL.NO C738348 120234.30 PLEASE DETACH THIS VOUCHER AND KEEP FOR YOUR RECORDS NOT NEGOTIABLE AUTHORIZED SIGNATURES ~~' 1800 2 5 L LO 3~~' ~:0 4 ~ 20 38 2 4~: 9600 L L 48 2 ?~i' Allianz Life Insurance Company of North America PO Box 59060 Minneapolis, MN 55459-0060 800.950.1962 October 26, 2010 THE ATNO FAMILY TRUST DTD 08/12/2002 C/O 112 SHADY RD N EW B U RG PA 17240-9394 Re: Annuity Policy Number 70683846 Dear Beneficiary: Allianz iU We sent you this letter because you are the named beneficiary of Irene Atno. Please accept our sincere sympathy on your loss. Listed below is information needed to file a claim for benefits on the fixed annuity contract(s). Refer to the enclosed brochure for answers to our most frequently asked questions. Payment Options Choose one of the options in Section IV on the claim form. Contract Information Contract Number Annuitization Minimum Payout Cash Qualified or Value Period Value Nonqualified 70683846 $59,994.29 5 years $59,994.29 Non Qualified Policy values are affected by withdrawals, partial surrenders, loans, and market value adjustments; as a result, values quoted in this lefter may increase or decrease and are not guaranteed. Claim Requirements • Fixed Annuity Claim Form completed for the~trust and signed by the appropriate trustee(s) • Employer Identification Number (EIN) for the Trust -please visit the IRS website at www.irs.gov or call 1-800-829-4933 for instructions and/or forms to obtain the EIN • Copy of the FirstlTitle and Signature pages of the Trust Agreement for the trustee/successor trustee designation, and any other pages that may list trustee/successor trustee information • Trust Affidavit signed by the appropriate trustee(s) Trust as Beneficiary form is attached Trust Affidavit form is attached Once we receive your claim requirements, allow 15 business days for processing. If you have any questions, feel free to call us at 800.950.1962. Annuity Claims Allianz Life Insurance Company of North America c: Reardon, John F LCL-1005 Rev. 7/26/10 - ~ .. :::. ~v><vaL>Ef ''ari ,::.. . e _ , d . ~~u~f : ~~m any >. >: :.:.:: ~; :::::: - =:. ~' P : ,: :::: :::: :.:~~ ..:; :..::: '' .~5~ S . Kansas Avenue: :: :< . ..; . :. , .:. :. ... TOPEKA, KS ,6660.1:-2039:, . - -~~~ . 3 .. . °.( s Thin riri:;:~;<::~~ ~~p~,y ry e thousand fwo hundred-seventy nuie.and83`1140 Dollars~~~"~~ ~ _. .. :. .... I*TO F1~MI~YTRLTST: ~::::>:~::;:::`~= ~~;:::~~~..~ ~~;::; -;;:.;::: <;.:: ::::: ~<:::: ~'TO ~ >:::>::::::~:::~::>:'~ ~::>~. >.:;:> :' ... ... ~ % BARBARA'~A TIlVI1Vi©NS~}~~ ~ ~~ ... .. .. . ORDER =: 11/17/2010 Chase Bank N:A. OH.43271 ..:. • ~ GAL 1 •: ~:. A 1 riVKl J hlVl~ .... U 1 U E ..~~~> RUST E ::-::: ~- <• : ~: :::<::::; ~::<.:; : .. x.43 Ct7MB . .. ... ::: ;; ::° :>;<~ ~~ ~~-:>; ><>. -;:: ;>: :: >~: ~ :~ `~ :.:..::: :.:.::.:::;. >:.:..::::.::::::.::: .::::::: ::. ERLYAI~D:;~IIt~.HWAY::::. :.; :.:. :: ~:::.> ::>::: <::>. :::<.::.;..:..~::;: ~>' ~:: <:::;;~ ~ ..:.:.: - :...:: :.;: ....:::.:: . URG :..~: >:::.: :::::: ~::..:. 4.0:..... :;::; :: ~~'6 5886 311' ~:04~, L L 54~, 3~: ? 7 L060~«98i~' :: ~~~ ..................~D:~~PT~~ .:. 11/17/2010 40151 048055 PRINCIPAL 30,000.00 11 / 17/2010 40152 048055 INTEREST 12, 883.96 11/17/2010 40153 048055 SURRENDER CHARGE -2,573.04 11/17/2010 20119 048055 FEDERAL TAX -1,031.09 Aviva Life and Annul Com an '.,. :.:..:.`"''''~^:,..:':,.;. .:,.•. .`...,•:....'' `.:...r::.:::. .:••.,.:. r:., ~, ~.:~. 555 S. Kansas Avenue tY P Y ~.:••~~:::' .:...;:r .~•:•:,~~'~,"~:•.•~,' ~.'{:~:~;,fi•:~' PO Box 2039 658863 **$39,279.83 TOPEKA, KS 66601-2039 REV-1511 EX+ (10-09) pennsylvania DEPARTMENTOF REVENUE INHERITANCE TAX RETURN RESIDENT DECEDENT SCHEDULE H FUNERAL EXPENSES AND ADMINISTRATIVE COSTS --- ESTATE OF FILE NUMBER Irene Atno 21100861 Decedent's debts must be reported on Schedule I. ITEM NUMBER DESCRIPTION AMOUNT A. FUNERAL EXPENSES: ~ Fogelsanger-Bricker Funeral Home remaining balance on funeral not covered by prepaid insurance policy 1,543 B. ADMINISTRATIVE COSTS: 1. Personal Representative Commissions: Name(s) of Personal Representative(s)Barbara A. Timmons, Trustee Street Address 17543 Cumberland Highway City Newburct State PA ZIP 17240 Year(s) Commission Paid: 2010 and 2011 2. Attorney Fees: 3. Family Exemption: (If decedent's address is not the same as claimant's, attach explanation.) Claimant None Street Address City State ZIP Relationship of Claimant to Decedent 4. Probate Fees: 5. Accountant Fees: 6. Tax Return Preparer Fees: 7. 1 Edward Jones commission on sale of Comcast stock Total from continuation schedules . 24,710 31,735 585 235 18,143 TOTAL (Also enter on Line 9, Recapitulation) ~ $ 7 6 , 951 swasAC z.ooo If more space is needed, use additional sheets of paper of the same size. Estate of: Irene Atno 21 10 0861 Schedule H Part 7 (Page 2) 2 Edward Jones transaction fee for sale of Comcast stock 5 3 A&A Abstracting obtain deed copy for real estate 8 4 Adams Electric Coop electric service 181 5 Adams Electric Coop electric service 59 6 Adams Electric Coop final electric service 41 7 Allan B. Judson, Abstractor Title search for real estate prior to sale 232 8 Ausherman Brothers Real Estate real estate appraisal 350 9 Title Search Fee for 108 Shady Road, Newburg, PA 150 10 Aviva Life and Annuity Company surrender charge 2,573 11 Aviva Life and Annuity Company federal tax withholding 1,031 12 CenturyLink telephone service 6 13 CenturyLink final telephone bill 20 14 Cumberland Valley Law Journal legal advertising 75 15 Edward Jones estate valuation fee 100 16 Edward Jones commission on sale of AT&T stock 1,088 17 Edward Jones transaction fee for sale of AT&T stock 5 Total (Carry forward to main schedule) 5,924 Estate of: Irene Atno 21 10 0861 Schedule H Part 7 (Page 3) 18 Edward Jones commission on sale of Frontier Communications stock 50 19 Edward Jones transaction fee on sale of Frontier Communications stock 5 20 Edward Jones commission on sale of NCR stock 50 21 Edward Jones transaction fee on sale of NCR stock 5 22 Edward Jones commission on sale of Teradata Corp stock 138 23 Edward Jones transaction fee on sale of Teradata Corp stock 5 24 Edward Jones commission on sale of Alcatel Lucent stock 50 25 Edward Jones transaction fee for sale of Alcatel Lucent stock 5 26 Edward Jones commission on sale of Centurylink stock 59 27 Edward Jones transaction fee on sale of Centurylink stock 5 28 Edward Jones commission on sale of Vodafone Group Plc stock 253 29 Edward Jones transaction fee for sale of Vodafone Group Plc stock 5 30 Edward Jones commission on sale of Prudential Financial stock 66 31 Edward Jones transaction fee on sale of Prudential Financial stock 5 32 Edward Jones commission on sale of Verizon Communications stock 450 Total (Carry forward to main schedule) 1,151 Estate of: Irene Atno 21 10 0861 Schedule H Part 7 (Page 4) 33 Edward Jones transaction fee on sale of Verizon Communications stock 5 34 Jones & Martin Auctions, LLC commission and expenses associated with sale of personal property 807 35 Jones & Martin Auctions, LLC commission and advertising expenses involved with sale of real estate 4,458 36 Linda Snoker housecleaning services prior to sale of house 200 37 M&T Bank Safe deposit box fee 25 38 Marzella ~ Associates attorney fees 1,742 39 Marzella ~ Associates attorney fees prior to Walker, Connor & Spang, LLC handling estate file 660 40 PA Department of Revenue First fiduciary - PA41 tax owed 53 41 Settlement charges as shown on HUD statement for sale of real estate at 108 Shady Road, Newburg, PA 1,886 42 Showalter ~ Miller, CPAs final life tax return preparation fee 300 43 Showalter & Miller, CPAs Preparation of first fiduciary tax return 275 44 Showalter & Miller, CPAs preparation of final fiduciary tax return 300 45 Suburban Propane final propane bill 76 46 The Sentinel legal advertising 209 47 Waste Management final trash bill 72 Total (Carry forward to main schedule) 11,068 REV-1512 EX+(12-08) pennsylvania SCHEDULE DEPARTMENT OF REVENUE DEBTS OF DECEDENT, INHERITANCE TAX RETURN MORTGAGE LIABILITIES & LIENS RESIDENT DECEDENT ESTATE OF FILE NUMBER Irene Atno 21 10 0861 Report debts incurred by the decedent prior to death that remained unpaid at the date of death, including unreimbursed medical expenses. STEM VALUE AT DATE NUMBER DESCRIPTION OF DEATH 1• Adams Electric Coop electric service 384 2 CenturyLink telephone service 70 3 CenturyLink telephone service 85 4 Chambersburg Hospital service rendered 8/3/10 6 5 check #922 written prior to death but clearing after death 2,007 6 Check #925 written prior to death but clearing after death 50 7 Check #926 written prior to death but clearing after death 50 8 DirecTV 118 9 Discover credit card debt 122 10 PA Department of Revenue PA-40 2010 tax owed 159 11 Sunoco 81 TOTAL (Also enter on Line 10, Recapitulation) ~ $ 3 , 132 8W46AH 2.000 If more space is needed, insert additional sheets of the same size. REV-1513 EX+ (01-10) pennsylvania DEPARTMENT OF REVENUE INHERITANCE TAX RETURN RESIDENT DECEDENT SCHEDULE J BENEFICIARIES ESTATE OF Irene i NUMBER I 1. I 2 3 4 NAME AND ADDRESS OF PERSON(S) RECEIVING PROPERTY TAXABLE DISTRIBUTIONS [Include outright spousal distributions and transfers under Sec. 9116 (a) (1.2).] Adam Strungis 169 Pasadena Place Hawthorne, NJ 07506 Aidan Strungis 169 Pasadena Place Hawthorne, NJ 07506 Barbara A. Timmons 17543 Cumberland Highway Newburg, PA 17240 Charles N. Gander, Jr. 87 Palsa Avenue Elmwood Park, NJ 07407 FILE NUMBER: 21 10 0861 RELATIONSHIP TO DECEDENT AMOUNT OR SHARE Do Not List Trustee(s) OF ESTATE Grandson Great Grandchild None Grandson 1/2 of 1/3 of stocks plus 1/2 of 1/4 of residue 1/4 of residue $1,000.00 1/3 of 1/4 of residue ENTER DOLLAR AMOUNTS FOR DISTRIBUTIONS SHOWN ABOVE ON LINES 15 THROUGH 18 OF REV-1500 COVER SHEET, AS APPROPRIATE. If more space is needed, use additional sheets of paper of the same size. 9W46A1 2.000 Estate of: Irene Atno 21 10 0861 Schedule J Part 1 (Page 2) Item No. Description 5 Christopher C. Gander 87 Palsa Avenue Elmwood Park, NJ 07407 6 Grant Westervelt 50 Highfield Lane Cedar Grove, NJ 07009 7 Nancy Gander P.O. Box 893 Pocono Lake, PA 18347 8 Scott Strungis 511 Sidorske Avenue Mainville, NJ 08835 9 Taylor L. Westervelt 50 Highfield Lane Cedar Grove, NJ 07009 10 Thomas R. Gander 133 Rossiter Avenue, Apt. Z Paterson, NJ 07502 11 Todd J. Westervelt 50 Highfield Lane Cedar Grove, NJ 07009 12 Virginia Westervelt 50 Highfield Lane Cedar Grove, NJ 07009 Relation Amount 1/3 of 1/4 of residue Great Grandchild 1/3 of 1/4 of residue Grandson 1/3 of stocks 2 ITF M&T Bank Daughter accounts 1/2 of 1/3 of stocks plus 1/2 of 1/4 of Grandson residue 1/3 of 1/4 of residue Granddaughter 1/3 of 1/4 of residue Grandson 1/3 of 1/4 of residue Grandson 1/3 of stocks Daughter s , CODICIL OF LAST WILL AND TESTAMENT (Pour Over Will ) OF IRENE OLGA ATNO I, IRENE OLGA ATNO , a resident of the County to my Last Will and Testament, which is dated AUGLJSZ' 12, 2002, declare that this is the First Codicil to My Last Will and Testament. First I hereby revoke all nominations of Executor in my Last Will and Testament Second: I hereby nominate and appoint the following Executors to serve under my Last Will and Testament. I hereby nominate and appoint EARL STOVALL as my Independent Executor of this Last Will and Testament to serve without bond as my Independent Executor. In the event the f rst named Executor shall predecease me, or is unable or unwilling to act as my Executor for any reason whatsoever, then and in that event I hereby nominate and appoint NANCY LEE GANDER as my Independent Executor of this Last Will and Testament to serve without bond as my Independent Executor.. Page 1 of 3 Seniors Initials [~, [~( IN WITNESS WHEREOF, I, IKENE OLGA A'I'NU sign, seal, publish and declare this instrument ,. ~ ~. as my last will and testament on ,. ~-:~ / ~`'-° ~_ /~' ~~ ... IRENE OLGA NO WITNESS The foregoing instrument was signed, sealed, published and declared by IRENE OLGA ATNO, the above-named Testator, to be his/her last will and testament in our presence, all being present at the same time, and we, at his/her request and in his/her presence and in the presence of each other, have subscribed our names as witnesses on the date above written. ~ 1 .~4 ~ ~ .r~rf A ~ ~, I 7 ~ ~ ~'~ ~i C;'.r ~ ~~+j/`,r' ~ x .3'.J~•~ 1 ,~~"'~.~,~~S~~~i~"'~i~~~ wr""sr d. lJ''. 1. -~ ~' ~ f. -..s r` / '~ ~iy.-, J~ rt,_J' ~i 1,~~-t¢ "i >~ ~'~ ,O .r ~'" ,,± 1...~~ / , s ~ __ "- Name of Witness Signature of Witness P f //f C ;, :~ ; ~ ~, .. , d ii. ' ~ Y. .- f t°~t`''~`~~!~f 4~, ~ "4..~ .. c. ~ ir..• r~ r e Residing at ~d j ~"~. ~ ~~1~~ ~ Name of Witness ~~~ Residing at ,~ C Signature of Witness Page 2 of 3 Seniors Initials [[, [_~___ j COMMONWEALTI-I OF PENNSYLVANIA COUNTY OF CUMBERLAND, ss. ~ ~ .,s~~a We, IRENE OLGA ATNO and ~/ "7,~t Ll7~1l`nd ~~~ ,~ ~~~~f_ ~~-~ ~.~~ '~~ /'~a~;i~,~ ~%'~~',~~ the Testator and the witnesses respectively, whose names are signed to the attached or foregoing in- strument, being first duly sworn, do hereby declare to the undersigned authority that the Testator, IRENE OLGA AZNO, signed and executed said instrument as his/her last will and testament in the presence and hearing of the witnesses, and that he/she had signed willingly, and that he/she executed it as his/her free and voluntary act and deed for the purposes therein expressed, and that each of the witnesses at the request of the Testator, in the presence and hearing of the Testator and each other, signed the will as witness, and that to the best of his/her knowledge the Testator was at the time at least eighteen years of age, of sound mind and under no constraint, duress, fraud or undue influence. .~.~ Testator ~~~ Witness ~~ :, , ~,, W . ~ s f~t" r~r e ,I a' r.,.,'F ~,1~ ..o ~t.."I r ~_r^_ s .. ,;, Witness `~ , Subscribed, sworn to and acknowledged before me by the said IRENE OLGA ATNO, Testator, and subscribed and sworn to before me by the above-named witnesses, this ~~`"~ day of ,- /. _~ J jJ~/~ ~J.~~Y JI~~[e~rJ, ~F,ftJ Notary Public. ~~~~ My commission expires on r' /; ~ ~ /:=°:;~'_ 1-'td9N+C WNIT~14lW TWP. NlONZ'~NlEt~1P Ct~UNN ~Y Co~fmi~alon Expiro~ Jon t Z~ ZO1 S Page 3 of 3 Settlors Initials [ , [~J' LAST WILL AND TESTAMENT OF IRENE OLGA ATNO ~0~~• I, IRENE OLGA ATNO, make, publish and declare this to be my Last Will and Testament, revoking all wills and codicils at any time heretofore made by me. I am married to RAYMOND EDWARD ATNO. I have ONE child(ren) whose name(s) is/are LINDA STRUNGIS. I reside and am domiciled in the County of CUMBERLAND, Commonwealth of Pennsylvania. 1. PAYMENT OF DEBTS. I direct that all my legally enforceable debts, the expenses of my last illness and funeral, the expenses of the administration of my estate, any written charitable pledges, and all estate, inheritance and similar taxes payable with respect to property passing under this will, and any interest or penalties thereon, shall be paid out of my residuary estate, without apportionment and with no right of reimbursement from any recipient of any such property. All estate, inheritance and similar taxes payable with respect to property included in my estate but not passing under this will, and any interest or penalties thereon, shall be appor- tioned against and paid from such property in the manner provided by law in the absence of a contrary direction in this will. The provisions of this Article FIRST shall not apply to the extent that contrary provisions concerning the payment or apportionment of any such taxes have been or shall be made in any inter vivos instrument executed by me relating to any insurance, trusts, gifts or other transfers, jointly owned property or accounts, or property subject to power of appointment. My Executor shall not pay any indebtedness, whether secured or unsecured, which has not matured at the time of my death. 2. NOMINATION OF EXECUTOR. I appoint RAYMOND EDWARD ATNO to be my Execor. If. my spouse does not survive me, or shall fail to qualify for any reason as my eutor, o~iavin~-: ,~ f qualified shall die, resign or cease to act for any reason as my Executor, I app;~~ the foli~wm~; -~ ,,.:~ named individuals to serve in the order listed, unless otherwise stated as Co-L~ ~ ~~~rs: ~_ ~-~:_ ,.~~ a. BARBARA TIMMONS ~ 4,.~ "''~ '~~~~ E GANDER ~...~~:~~-n ~ ..; _.s=, b. NANCY LE ''rig ~ ~,~,~=,~ =~~ ~. ~. .. =--~ 3. TANGIBLE PERSONAL PROPERTY: I give all tangible personal property ownec~~ by me at time of my death including without Iii~nitation personal effects, clothing, jewelry, furniture, furnishings, household goods, frequent flier miles, points with any type of "reward" program, automobiles and other vehicles, together with all insurance policies relating thereto, to RAYMOND EDWARD ATNO, if my spouse survives me, or if my spouse does not survive me, to the Trustee of the THE ATNO FAMILY TRUST- Share W, (dated of even date herewith)and disposed of in accordance with the terms, covenants and conditions of such trust. 4. RESIDUARY ESTATE: I give all the rest, residue and remainder of my property and estate, both real and personal, of whatever kind and wherever located, that I own or to which I shall be in any manner entitled at the time of my death (collectively referred to as my "residuary estate''), to the trustee of the THE ATNO FAMILY TRUST (dated of even date herewith) to beheld in Share W of said trust and disposed of in accordance with the terrris, covenants and conditions of such trust. If any provision in this Last Will and Testament shall conflict with a provision of the above-named trust, the provision of the trust shall be given full force and effect and the contrary provision herein shall be deemed ineffective. I may leave with this will or with the above-named trust a written statement or list of tangible personal property, which list I may alter from time to ~~ time, for the purpose of directing my executor and/or directing the trustee of the above-named trust in the distribution of my tangible personal property among my beneficiaries and I require that my executor and/or trustee honor my wishes therein expressed. Any items of tangible personal property not distributed hereunder may, at the sole discretion of my executor and/or trustee, be donated to charitable organizations or liquidated and the proceeds distributed as part of the above-named trust. All costs incurred by my executor and/or trustee in connection with obtaining possession, appraising, safeguarding, delivering or selling such property shall be paid as expenses of administration. 5. POWERS OF' EXECUTOR. a. I grant to my Executor all powers conferred on executors under the Code of Pennsylvania, as amended, or any successor thereto, and all statutory powers conferred upon executors wherever my Executor may act. b. I also grant to my Executor the power to retain, sell at public or private sale, exchange, grant options on, invest and reinvest, and otherwise deal with any kind of property, real or personal, for cash or on credit; to hold, manage, insure, repair, improve, demolish, divide, and otherwise dual with- and dispose of any property; to borrow money and mortgage, encumber or pledge any property to secure loans; to divide and distribute property in cash or in kind;. to exercise all powers of an absolute owner of property; to compromise and release claims with or without consideration; and to employ attorneys, accountants and other persons for services or advice. c. The term "Executor" wherever used herein shall mean the executors, executor, or executrix in office at any given time. d. No Executor named herein shall be required to file or furnish any bond, surety or other security in any jurisdiction. e. No successor executor nartied herein shall be responsible for, or shall be required to inquire into, any fiduciary actions occurring prior to said successor's appointment as executor hereunder. f. If my Executor is not a resident of Pennsylvania at the time of qualification hereunder, my Executor is authorized, pursuant to Pennsylvania Code, to: i. Appoint any person residing in Pennsylvania, or any organization permitted to provide fiduciary services in Pennsylvania, to serve as co-fiduciary for the purpose of permitting my Executor to qualify as Executor without the requirement of obtaining surety or; ii. Appoint any person residing in Pennsylvania to serve as a resident agent for service of process. g. Any bank, trust coinpar~y or similar institution at any time serving as Executor or Co- Executor hereunder shall be entitled to receive compensation for its services in accordance with its standard schedule of compensation in effect when such compensation is payable,. In the event that any bank, trust company or similar institution named herein merges or' is acquired by another entity, such corporate successor shall automatically be substituted as Executor hereunder. ~~ h. In connection with the preparation of any tax return forme or my estate, I authorize my Executor: i. To determine whether to elect to qualify any ,property as qualified terminable interest property for Federal and/or State estate tax purposes; ii. To make any election available under § 2652(a)(3) of the Internal Revenue Code with respect to qualified terminable interest property as my Executor may deem advisable; iii. To make any election available with respect to Chapter 13 of the Internal Revenue Code and to allocate the same to property eligible for such allocation, whether or not such property is held hereunder, including property transferred by me during my life as to which I did not make an allocation prior to my death, in such amounts and proportions as my Executor may deem advisable; iv. To determine whether to include or exclude any item of property; v. To determine within permitted limits the date of valuation of my estate; vi. To determine whether certain deductions shall be taken as income tax deductions or estate tax deductions; and vii. To determine whether to adjust between principal and income. 6. SPENDTHRIFT PROVISION: No disposition, charge or encumbrance on any income or principal of any trust hereunder by any beneficiary thereof shall be valid or binding upon my Executor. No beneficiary shall have the right. to assign, transfer, encumber or otherwise dispose of any such income or principal until the same shall be paid to such beneficiary by my Executor. No such income or principal shall be subject in any manner to any claim of any creditor of any beneficiary. The right of any beneficiary to any income or principal hereunder shall be subject to all charges or deductions which my Executor may make under law or any provision of this will. 7. NOMINATION OF GUARDIANS. If my spouse does not survive me, or is incapacitated, and there is/are any children of mine who have not attained the legal age of majority, I then appoint the following named individuals in the order listed to act as Guardian of the person for each of my children who maybe legally incapacitated or under the age of majority. If no person is listed below then this provision shall not apply. First Appointed Guardian: Alternate Appointed Guardian: No Guardian named herein shall be required to file or furnish any bond, surety or other security in any jurisdiction. As used herein, a person who is "incapacitated" shall mean a person who is or becomes impaired by reason of mental illness or deficiency, physical illness or disability, mental or physical infirmities accompanying advanced age, chronic drug abuse or chronic intoxication, or other cause to the extent of lacking sufficient understanding or capacity to make or communicate reasonable decisions. No Guardian shall be required to file or funlish any bond, surety or other security in any jurisdiction. IN WITNESS WHEREOF, I, IRENE OLGA ATNO sign, seal, publish and declare this instrument as my last will and testament on r-~ / /~ ~ ~.:~- .. IRENE OLGA ~tTNO WITNESS The foregoing instrument was signed, sealed, published and declared by IRENE OLGA ATNO, the above-named Testator, to be his/her last will and testament in our presence, all being present at the same time, and we, at his/her request and in his/her presence and in the presence of each other, have subscribed our names as witnesses on the date above written. ~ r ~ f. Name of Witness 4 .. .. ~.. ..... ~'., a Residing at ;~' ,+'''~, ~~ y Signaturd of Witness -, t ! G -"} " ~.u/ ~" ~~'~ ~~ ~j r ~ .~ Name of Witness Residing at Signature of Witness ACKNOWLEDGMENT AND AFFIDAVIT COMMONWEALTH OF PENNSYLVANIA COUNTY OF CUMBERLAND, ss. r r.~ ~ ~ I 1 r.,~ ,and r .~ ,-.~... ~ ~ -.. ~~ -~ + ~ .{t ; . ' y , We, IRENE OLGA ATNO and ~ ~ ~'< the Testatrix and the witnesses respectively, whose names are signed to the attached or foregoing in- strument, being first duly sworn, do hereby declare to the undersigned authority that the Testatn the IRENE OLGA ATNO, signed and executed said instrument as his/her last will and testament i presence and hearing of the witnesses, and that he/she had signed willingly„ and that he/she executed it as his/her free and voluntary act and deed for the purposes therein expressed, and that each of the witnesses at the request of the Testatrix, in the presence and hearing of the 'Testatrix and each other, signed the will as witness, and that to the best of his/her knowledge the Testatrix was at the time at least eighteen years of age, of sound mind and under no constraint, duress, fraud or undue influence. i r r 1, U ~ Testatrix r ~~ .,~~ `~ fitness k. ~, ,: r !' Witness Subscribed, sworn to and acknowledged before me by the said IRENE OLGA ATNO Testatrix, and subscribed and sworn to before me by the above-named witnesses, this ~,.~_day of \... / ~/ n „~~. Notary Publi ~ ~ ~~ ~ ~ ~~, ~ _ ~~,~~.+ ~ ~ ,~ ,~ ~~~~ ; ~,, ~:4 ,.,, 3b~~~a ~',n~'$~'~~~ , ~ `'k~)~' ,y wl ~ oft ~ 11 4r~~, k~C~~k.~ v. `` ~. My commission expires on ~/ ~CZ /~/ `4~~~ ~ rr , ~,,~a~ ;~''~ C.'~ '" - ~ j~ ;"`, '` Y i ~: t ~ AIVI~NI)MEN'I' 'T'® ~'~IE A'I'I~~ FAlV1I1J'~' 'T'RUS'T', DA'I'TJT~ AIJ~IJS~' 12, 2002 WHEREAS, IRENE OLGA ATNO , acting as Settlor and Trustee, executed THE ATNO FAMILY TRUST, DATED AUGUST 12, 2002, and WHEREAS, THE ATNO FAMILY TRUST, DATED AUGUST 12, 2002 was amended by the Settlor on ~~=-:~ ~,,~. , ;~.~'r~,~.. and ~:~..~~~. ~ `~ ~~~'~ ~ and ;, ~~IHEREAS, IRENE OLGA ATNO desires to fiu-ther amend the Trust, and THEREFORE, this Amendment to THE ATNO FAMILY TRUST, DATED AUGUST 12, 2002 is made this d ~~k day of ~---~ ~ -~, , 20 ~~ , by the Settlor and Trustee for the Trust. Under the power of amendment res`e'rved to the Settlor of the ~T~rust, The Settlor hereby a111ends the Trust as Follows: FIRST: The Settlor hereby deletes Paragraph "9.B.", under Article "9", entitled "SUCCESSOR BENEFICIARIES" 111 1tS elltlr ety. In its place and stead, the following language is hereby inserted as Paragraph "9.B", under Article "9", entitled "SUCCESSOR BENEFICIARIES" 9.B. SUCCESSOR BENEFICIARIES: After leaking the distl-ibutions set forth above in article 9.A., the persons herein named as Successor Beneficiaries shall receive the following percentage of the residual trust estate: One share divided equally among the issue of LINDA STRUNGIS, namely, SCOTT STRUNGIS and ADAM STRUNGIS; One share divided equally among the issue of NANCY LEE GANDER, namely CHARLES GANDER and THOMAS GANDER and CHRISTOPHER GANDER; One share divided equally al among the issue of VIRGINIA DREW WESrI'ERVELT, namely, TODD WESTERVELT, TAYLOR WESTERVELT and GRANT WESTERVELT; One share to the issue of ADAM STRUNGIS, namely AIDAN JOHN STRUNGIS. Page 1 of 2 Settlors Initials [_~ 7 ~ a d c A SE~ONI~e In all other respects, the Trust executed by the Settlor is hereby afiinned. :;` Executed at ~:~ "`~ ,-''. i,..~~r , 13en11sylvanla, OIl ~J ~<<'"~-ii { ? > „ ~ t% i 20 ,,~Lr ~~~ _ ~~~. IRENE OLGA ATNO, Settlor Accepted and Approved By: /~~ ~r,~~ IRENE OLGA A`~TO, Trustee COMMONWEALTH OF PENNSYLVANIA COUNTY OF CUMBERLAND, ss. On this ~_day of ~ U`,.~,~ , 20 3~ ,before me, the undersigned officer, personally appeared IRENE OLGA'ATNO, known to me {or satisfactorily proven) to be the person whose name is subscribed to the within instrument, and acknowledged that he/she executed the salve for the uses and pul-poses therein contained. IN WITNESS WHEREOF I hereunto set my hand and official seal. Notary PL1b11C~ My C01111111SS1o11 eXpll'eS 011 Page 2 of 2 SettlolS II11t1a1S ~ j `. ~ ~. _` ~ AM~1r~ldl~l~IT ~~ 1~L ~Tl`I® rl-~l~'1~L 1 ~,~~.J~Tg d~.I~~. ~UCaIJST' 12, 2002 WHEREAS, IRENE OLGA ATNO, acting as Settlor and Trustee, executed THE ATNO FAMILY TRUST on AUGUST 12, 2002, and WHEREAS, THE ATNO FAMILY TRUST was amended by the Settlc-r on `;~ / ~ ~ / ~~Y ,and WHEREAS, IRENE OLGA ATNO desires to further amend the Trust, and THEREFORE, this Amendment to THE ATNO FAMILY TRUST is :made this .) % day of ~~ ~F~~ ~~,.~ , 20~, by the Settlor and Trustee for the Trust. Under the power of amendment reserved to the Settlor of the Trust, i ne Settlor hereby amends the Trust as r ollows: ~IRS'I': The Settlors hereby delete Article " 20", entitled "CONSTRUC:TION" in its entirety. In its place and stead, the following language is hereby inserted as Article " 20", entitled "CONSTRUCTION" ARTICLE 20. CONSTRUCTI®N 20. A. GOVERNING LAW: The validity and construction of this Declaration and the trusts created hereunder shall initially be governed by the laws of the Commonwealth of P ennsylvania, and all rights of the persons who now or later may become entitled to sharE; in the principal or income of the trust estate shall be determined in accordance with those laws unless and until selection of another situs has been made. If the Settlors, while both alive, at any time change their place of legal residence, then the validity and construction of this Declaration and the trusts created hereunder, and all rights of the persons who now or later may become entitled to share in the principal or income of the trust estate, shall from that time forward be governed by the laws of such jurisdiction unless and until selection of another situs has been made. In addition, the Tnistee may at any time select that sites of governing law as in the Trustee's sole opinion best carries out the Settlors' purposes and may change that sites whenever it seems best to the Trustee, regardless of anything in this Declaration to the contrary. Any provision herein which refers to a statute, rule, regulation or other specific legal reference which is no longer in effect at the time said provision is to be applied shall be deemed to refer to the successor, replacement or amendment to such statute, rule, regulation or other reference, if any. 20.B. CI3ILDREN: The words "child" and "children" or "issue", wherever used in this Declaration, shall mean that person or persons lineal descendants by adoption as well as by blood, but in the case of an adopted person, only if the adoption occurred during the adopted person's minority or reflected an earlier parent-child relationship that had existed. during the adopted person's minority. Furthermore, for purposes of this Trust, a child conceived within two years after the death of a descendent and born to a person who as married to such descendent at the time of his or her death, who is the genetic child of the descendent, shall also be deemed a descendant of his or her genetic parent for any other ancestor of the genetic parent) and a child otherwise born out of wedlock Page 1 of 3 Settlors Initials ~~ r t' ~ i shall be deemed a descendant of his or her genetic father (or an ancestor of the genetic father} only if such child's genetic father and mother subsequently marry or if he genetic father by written document lodged with the trustees acknowledges paternity and directs 'the child be treated as his descendant. Where any property is to be paid or distributed hereunder to a child, children or issue of the Grantors, the same shall be paid and distributed in equal shares, per stirpes. 20.C. DETERNIINATION OF INCAPACITY: For purposes of this Declaration, the disability or incapacity of an individual (including either of the Settlors or any Trustee) shall be conclusively established by a written statement signed by such individual's then attending physician and filed with the records of any trust established hereunder attesting that, in such physician's opinion, such individual is unable to managehis/her affairs. Such written statement shall be conclusive evidence of such fact, and any third party may rely on same in dealing with any mist established hereunder and shall not be obliged to inquire whether such individual is no longer under such disability or incapacity at the time of such dealings. 20.D. RELEASE OF LL4BILITY BY SETTLORS AND 'T'RUSTEE(S): The Settlors and Trustee(s) are aware of restrictions related to the Health Insurance Portability and Accountability Act of 1996, 45 C.F.R. Parts 160 through 164 ("HIPAA"), including the authority to request, receive, obtain and review, and be granted full and unlimited access to, and consent to the disclosure of complete unredacted copies of any and all health, medical and financial information and any information or records referred to in 45 C.F.R. Sec. 164.501 and regulated by the Standards for Privacy of Individually Identifiable Health Information found in 65 Fed. Reg. ~~2462 as protected private records or otherwise covered under HIPAA. In order to induce the disclosing party to disclose the aforesaid private and/or protected confidential information, the Settlors acid Trustee(s) hereby release and hold harmless from liability any physician who releases the Trustee's medical records to a Successor Trustee or Beneficiary of this Trust relating to the determination of inability of a Trustee to manage his or her affairs as defined in paragraph " 20.C." of ARTICLE " 20" above. The Settlors and Trustee(s) also hereby release and hold harmless any physician who certifies the health condition of a Trustee, provided that the Trustee's physician has acted in good faith and has rendered a reasonable medical opinion under the circumstances. 20.E. GENDER: Wherever used in this Declaration and the context so requires, the masculine shall include the feminine and the singular shall include the plural, ands vice versa. 20.F. CAPTIONS: The captions in this declaration are for convenience of reference, and they shall not be considered when construing this Declaration. 20.G. PERPETUITIES CLAUSE: If under any of the provisions of this Declaration any portion of the trust estate would be held in trust beyond a date Twenty-One years after the death of the last survivor of the Settlors and the issue of the Settlors and other beneficiaries hereunder in being when this Declaration becomes irrevocable; then, upon such date, the trust of such portion shall terminate and the principal, and any unpaid income thereof, shall be paid and distributed to the person or persons then living who would have been entitled to receive the incc-me therefrom had the trust continued, in the proportions to which they would have been so entitled. Page 2 of 3 Settlors Initials [~ ~ :' .. ~ ~ SEC~I'~IS: In all other respects, the Trust executed by the Settlor is hereby affirmed. ~ ~~~j Executed at /?`;> ~,~- .j,~~ rs ~; , Pennsylvania, one ;%_;"; ;:~ j ~__,> ,~ .y , 20 C~ '~~ IRENE OLGA A ~, Settlor Accepted and Approved By: IRE OLGA A O, Trustee COI~i~ONTvJEAL T H OF PEIV'NSYL v ANiA COUNTY OF CUMEBERLAND, ss. On this ;,~ ~ day of~~~.,~~ ~ ~L ~~~z , 20 ~ ~f , ,before me, the undersigned officer, personally appeared IRENb/ OLGA ATNO, known to me (or satisfactorily proven) to be the person whose name is subscribed to the within instrument, and acknowledged that he/she executed the same for the uses and purposes therein contained. 1N WITNESS WHEREOF I hereunto set my hand and official seal. ~ . ~ Notary Public ,~ / My commission expires on J/~~~~~ ~Y/J~~ ~Yy kb!i`% iIY f~i".~i ~ '~ J~"- ~%E~' ~ 'i~ (f i.. tl C1~7 ~11 JGrisd F7F}-r'+'.= ~;zi, ~~;~t~t}~ Public Nl9r ~~~s~sic~ ; ~~,•j,-. J~n~t~ry 52n2{)G8 ,.,r, Page 3 of 3 Settlors Initials ~] F ~ ~ 4 3 ~ TABLE OF CONTENTS ARTICLE 1 - DIRECTIONS OF SETTLORS ARTICLE 2 - APPOINTMENT OF TRUSTEE ARTICLE 3 - RIGHT TO REVOKE OR AMEND ARTICLE 4 - TERMINATION OF TRUSTS ARTICLE 5 - HOW TRUST ASSETS TO BE HELM ARTICLE 6 - DISABILITY OF SETTLORS ARTICLE 7 - DIVISION INTO SHARES ARTICLE 8 - DISTRIBUTION UPON DEATH OF F+~IRS`T SETTLOR TO DIE ARTICLE 9 - SUCCESSOR BENEFICIARIES ARTICLE 10 - DISTRIBUTION TO MINORS OR INCOMPETENTS ARTICLE 11- DISCLAIMERS ARTICLE 12 - POWERS OF TRUSTEE ARTICLE 13 - ACCOUNTS OF TRUSTEE ARTICLE 14 - TRUSTEE DECISIONS CONCLUSIVE ARTICLE 15 - SIMULTANEOUS DEATH ARTICLE 16 - RIGHTS NOT ASSIGNABLE ARTICLE 17 - DEATH BENEFITS ARTICLE 18 - GST ALLOCATIONS ARTICLE 19 - INCONTESTABILITY ARTICLE 20- CONSTRUCTION ARTICLE 21- BINDING EFFECT Z-1 ~~~~~l~N ~ TRw.J -~.'~T NAMED T~ ~TN 1' ~lr~~~~ TRd.J 1JT DECLARATION OF TRUST, made as of this /;.~ day of ,~ ~ ~, ,~~. ;~' 20 ~,~ ,among RAYMOND EDWARD ATNO (who may hereinafter be referred to ~ "H:usband") and IRENE OLGA ATNO (who may hereinafter be referred to as "Wife"), husband and wife, having an address at 108 SHADY RD., NEWBURG, PA 17240, as Settlors (collectively hereinafter referred to as the "Settlors"), and the same RAYMOND EDWARD ATNO and IRENE OLGA ATNO, having an address as aforesaid, as trustees (collectively hereinafter referred to as the "Trustee"). WITNESSETH: `'WHEREAS, the Settlors presently have THREE child(ren) NANrY LEE ~~A_NDER, VIRGINIA DREW WESTERVELT and LINDA STRUNGIS. WHEREAS, the Settlors desire to create a revocable trust of the property described in Schedule A hereto, together with such monies, securities and other assets as the Trustee hereafter may hold or acquire hereunder (said property, monies, securities and other assets, together with any additions thereto received pursuant to the Settlors' last will and testaments or as death benefits or otherwise, being hereinafter referred to as the "trust estate"}, for the purposes and upon the terms and conditions hereinafter set forth. Now, THEREFORE, in consideration of the covenants herein contained and other valuable consideration, the receipt and sufficiency of which hereby are acknowledged, the Settlors hereby transfer, convey, assign and deliver to the Trustee as and for the trust estate the property more particularly described in Schedule A hereto, to hold the same, and any other property which the Trustee hereafter may acquire, INTRUST, for the purposes and upon the terms and conditions hereinafter set forth: 1~RTICLE 1. DIRECTIONS OF SETTLORS 1.A. The Settlors desire to create a revocable trust to hold, INTRUST, certain assets to provide for the management of each Settlor's assets, both presently and during any future period of disability, and to provide for a simplified means of accomplishing both lifetime and post-death transfers of those assets. The Trustee shall hold, manage, invest and reinvest the trust estate, shall collect the income therefrom, and shall pay any part or all of the income and principal to whomever the Settlors from time to tune may direct in writing. Each Settlor, acting alone, may direct the payment of the income and principal of the separate property contributed by that Settlor. l .B. Until the Settlors hereafter may direct to the contrary, the net income of the separate property of each Settlor shall be paid quarter-annually to the Settlor who contributed sack separate property. l .~'. Any income not so paid or applied shall be accumulated and added to the principal of this tr ust at least q~iarter-annually. ~_~ ARTIOLE 2, ~.PPOINTMENT OF TRITSTEE 2.A. ORIGIl~'AL TRUSTEES: The Settlors appoint themselves as Trustees hereunder, either of whom may act independently. Upon the death of either Settlor or upon the physical or mental incapacity of either Settlor, the other Settlor may continue to act as sole Trustee hereunder, or the other Settlor may at any time appoint a Co-Trustee and, if so appointed, may remove said Co-Trustee at any time provided that said Settlor is not incompetent. 2.B. SUCCESSOR TRUSTEES:.At the time that both Original Co-Trustees shall cease to serve as Trustees of this Trust, the First Successor Trustee nominated herein shall immediately and without court approval become Trustee of this Trust and all trusts created hereunder (unless otherwise specifically stated) and shall be empowered with all power to administer the Trust as provided in this Declaration. This First Successor Trustee, if designated below to act alone, shall have authority to appoint the Second Successor Trustee as a full Co-Trustee. If, for any reason, any serving Successor Trustee shall cease to serve, the next Successor Trustee nominated herein shall, without court approval, serve as Trustee for all trusts under this Declaration. The following is the line of succession of Trustees: First Successor Tr-ustee: BARBARr^-. TIMI~ONS Second Successor Trustee: NANC ~ LEE GANDER 2.C. RESIGNATION OF TRUSTEE: IA Trustee may resign at any tame by submitting a notice of resignation to the Settlors then living or to a Co-Trustee or Successor Trustee, as appropriate. A resigning Trustee shall be obligated to continue serving as Trustee the lesser of thirty (30) days or until a Successor Trustee takes office, and shall execute all documents and actions necessary to vest title to the trust estate in the Successor Trustee without court -accounting. 2.D. POWER TO APPOINT A SUCCESSOR TRUSTEE: If at any t.iine the trust or trusts created herein has only one remaining Trustee and no designated Successor Trustee, that remaining Trustee shall have absolute and discretionary power to appoint a Co-Trustee or Successor Trustee from among the adult and legally competent descendants of the Settlors, or from among the adult and legally competent spouses of such descendants. If, in the opinion of the Trustee, there is no individual qualified for such appointment, said Trustee may select a bank trust department or trust company to act as Co-Trustee or Successor Trustee. If no such appointment is made, the majority of the adult beneficiaries entitled to distribution from this trust may appoint a successor trustee. The Trustee so selected shall be a corporate Trustee, and shall not be subject to the control of any beneficiary of this Trust, either directly or by attribution as set forth in the relevant sections of the Internal Revenue Code of 1986, as amended from time to time (hereinafter the "Code"). 2.E. REMOVAL OF TRUSTEE: After the death of both of the Settlors, each income be~leficiary who is over Twenty-Five (25) years of age, or the guardian of any income beneficiary who is under such age, or the majority of. the qualified beneficiaries if there is more than one beneficiary, shall have the right. to remove a.ny Trustee and, if the Trustee is so removed, retires or for any reason fails to serve as Trustee, to appoint a successor Trustee of their particular fund; provided, however, that the successor Trustee may not be related or subordinate to any beneficiary within the meaning of 26 U.S.C. Sec. 672(c). The rights to remove a Trustee and appoint a successor Trustee shall be exercised by an executed and acknowledged instrument, counterparts of which shall be delivered to any acting Trustee and. to the designated successor Trustee. Such instrument shall specify the successor Tilistee and certify the willingness of the successor `Trustee to serve. Within 60 days thereafter, any Tz-ustee so removed .shall begin proceedings for the settlement of the Trustee's accounts and shall deliver all assets held to the successor. The Trustee then shall have .full acquittance for all assets s~ delivered, subject to settlement of the Trustee's accounts. ,~-J ! `t 2.F. SIGNATURE REQUIREMENTS: Any time co-trustees are serving hereunder, the signatures and/or agreement of both co-trustees shall be required to transact business on behalf of the trust, except when both co-trustees are the Settlors of this trust, in which case they may act independently, as stated above. Notwithstanding the above, any Co-Trustee znay delegate to the other Co-Trustee authority to act independently with regard to routine trust administration, by executing a letter to that effect with regard to specific accounts or authority. 2.G. DEFINITION OF TRUSTEE: The~term "trustee" wherever used herein shall mean the trustee or trustees in office from time to time. Any such trustee shall have thc; same rights, powers, duties, authority and privileges, whether or not discretionary, as if originally appointed hereunder. 2.H. SUI;CESSOR TRUSTEE NOT RESPONSIBLE FOR ACTIONS OF PRIOR TRUSTEE: NO Successor Trustee named herein shall be responsible for, or shall be required to inquire into, any fiduciary actions occurring prior to said successor's appointment as Trusteehereunder. No Successor Trustee shall incur any liability, by reason of qualifying as a Trustee hereunder, for the acts or omissions of any predecessor Trustee. 2.i. T~iOr~1D~: No bond, surety or other security shall be required ofany T rlistee acting hereunder for the faithful performance of the duties of Trustee, notwithstanding any law of any State or other jurisdiction to the contrary. 2.J. LIABILITY OF TRUSTEE: No Trustee shall be liable for acts or omissions in administering the trust estate or any trust created by this Declaration, nor for the acts or omissions of any agent appointed hereunder with due care, except for that Trustee's own actual fraud, gross negligence or willful misconduct. If any Trustee becomes liable as Trustee to any other person who is not a beneficiary in connection with any matter not within the Trustee's control and not due to the Trustee's actual fraud, gross negligence or willful misconduct, such Trustee shall be fully indemrufied and held harmless by the trust estate and any trust created hereunder giving rise to such liability, as the case maybe, against and in respect of any damages that such Trustee may sustain, including without limitation attorneys' fees. No Trustee shall be liable for elections made under Code §§ 2032A, 2033A, and 2031(c), and the agreements appertaining thereto, if such elections were made in good faith; in the Trustee's determination of the best interests of the trust estate and the beneficiaries. 2.K. COMPENSATION OF INDIVIDUAL TRUSTEE: The Trustee or Co-Trustees shall be entitled to reasonable compensation for services rendered, without court order. Additional compensation in a reasonable amount may be proper to compensate the Trustee or Co-Trustees for any extraordinary services rendered by the Trustee or Co-Trustees, all without court order. The trustee shall be reimbursed for all necessary and reasonable expenses incurred in relation to the. administration of the trust. If a Trustee or Co-Trustees serve for only part of a calendar year, the annual compensation shall be prorated according to the number of days during that year that the Trustee or Co-Trustees were acting during that year. Where the trustee is a corporate trustee, the trustee shall be entitled to reasonable compensation for its services in accordance with its then existing fee schedule and as revi~;ed from time to tune. 2.L. COMPENSATION OF CORPORATE TRUSTEE: Any bank, trust. company or similar institution. at any time serving as Trustee hereunder shall be entitled to receive compensation for its services in accordance with its standard schedule of compensation in effect when such compensation is payable. In the event that any bank, trust company or similar institution named herein merges or is acquired by another entity, such corporate successor shall automatically be substih.~ted as Trustee hereunder. A corporate Trustee znay deal with any individual or entity with whom that Trustee is associated or affiliated when, in the Trustee's sole discretion, such transaction shall be '~o the benefit of the trust estate. The foregoing authority includes fii~-nishing or receiving services as attorney, investment adviser, ~ _~i accountant, broker, tax specialist or in such other capacity as inay be necessar~r or desirable in Trustee's sole discretion for the proper management, protection and sale or other disposition of any part of the trust estate. The corporate Trustee or its associates, subsidiaries or affiliates Inay receive and retain customary and reasonable compensation for such services. Any corporate Trustee shall a~~so be entitled to receive and retain from any money Znarket fund or similar entity, payments under Rule 12b-1 of the Investment Oompany Act or any similar State law or rule. 2.M. PROFESSIONAL SERVING AS TRUSTEE: If the Trustee is an attorney, accountant, investment officer, financial planner, insurance agent, or other such professional, the Trustee's office, firm, or company may provide services to the Trustee and may be compensated for its services based on the office, firm, or company's customary rates in effect when. services are rendered. 2.N. WHEN INDEPENDENT TRUSTEE 1VIAY ~E APPOINTED: If the appointment of an Independent Trustee is necessary, for example to provide for a fiduciary to exercise powers which would otherwise cause the inclusion of a portion or all of this Trust in the estate of a named or appointed Trustee, and no named co-trustee or successor Trustee is available to serve in that capacity, the appointment of the independent Trustee shall proceed as follo~,js: 2.N.1. A matter for decision by an Independent Trustee shall be presented to the Independent Trustee in writing by another Trustee, stating the decision to be made and the provision of this trust which prevents the existing Trustee from acting in the existing Trustee's own right. 2.N.2. The Independent Trustee shall not be responsible foz~ any decision made hereunder by any other Trustee, but shall only be responsible for decisions made by said Independent Trustee. 2.N.3. If the independent Trustee is appointed to prevent the inclusion of all or a portion of the Trust estate in the estate of a named or appointed fiduciary, that fiduciary shall not participate in the appointment of the Independent Trustee. 2.N.4. If there is no Trustee available to appoint an Independent Trustee, the then beneficiaries of this Trust shall select an independent Trustee by majority vote. If no majority vote can be achieved, or if no beneficiaries may vote for the selection of an independent Trustee without causing the inclusion of all or a portion of the Trust estate in such beneficiary's estate, or if a majority of the beneficiaries agree, the Trustee shall make application to a court of competent jurisdiction for the appointrrier~t of an Independent Trustee. It is not the intent of the Settlors to subject the Trust to the oversight of that court or any entity, however, and the simple appointment of an Independent Trustee shall not subject the Trust or the appointed Independent Trustee to the jurisdiction of that court or any governmental or other entity. ARTICLE 3. SETTLORS' RIGHT TO REVOKE OR AMEND 3.A. REVOCATION: During the lives of both of the Settlors, this Declaration may be revoked in whole or in. part by either Settlor with respect to the separate property contributed by that Settlor. Any such revocation shall be made by a written notice signed by the revoking Settlor and delivered to the Trustee and the other Settlor. On revocation, the Trustee shall deliver to the revoking Settlor all or the designated portion of the separate property contributed by that Settlor. ?-5 3.B. AMENDMENT: The Settlors, at any time during the lives ofbc>th of the Settlors, may amend this Declaration by a written notice signed by both of the Settlors and delivered to the Trustee. With regard to the separate property of either Settlor, only the Settlor who contributed such separate property may amend this Declaration with respect to such separate property. No amendment of this Declaration, however, shall increase the obligations or reduce the commissions of the ~'~ rustee without the consent of the Trustee. 3.C. PORTIONS IRREVOCABLE UPON DEATH OF FIRST' SETTLOP.: Upon the death of either of the Settlors, this Declaration shall become irrevocable with respect to the property contributed by the deceased Settlor, if, and only to the extent that, the surviving Settlor files a disclaimer pursuant to Article 8.B.3. and Article 11, in which event an irrevocable Credit Shelter Trust is created pursuant to Article 8.B.4.; however, in any event the surviving Settlor may always continue to direct the disposition of the Survivor's Trust (Share A) referred to in Article 6 and may modify or revoke this Declaration at any time as to said Share A. ARTICLE 4. DISCRETIONARY TERMINATION OF rTRUSTS Notwithstanding anything to the contrary contained herein, if the principal of any txzzst created under this Declaration is less than $25,000.00 at any tune, the Trustee, in the absolute discretion of the Trustee, may pay and distribute the entire principal of such trust and all accrued and undistributed income to the income beneficiaries of such trust or to the guardian, committee, custodian or other legal representatives of abeneficiary, discharged of trust, and such trust thereupon shall terminate. The receipt of the person to whom any such payment or distribution i s so made shall discharge the Trustee therefore, even though the Trustee maybe such person. ARTICLE 5. HOW TRUST ASSETS TO BE IIELD S.A. SEPARATE TRUSTS: Except as set forth below, all assets transferred to the Trustee shall be held in two separate sub-trusts (sometimes referred to as shares), one for each Settlor, whether or not physically segregated into separate accounts after transfer to this trust. The separate property of each Settlor, the income therefrom and the proceeds from the sale thereof shall retain its character as separate property, notwithstanding the transfer to the Trustee. The separate property of each Settlor shall be accounted for separately by the Trustee. The Settlors declare that regardless of how property was acquired or how it was titled prior to transfer to this trust, all property transferred to the Trustee, including policies of insurance, and a':l pr~~ncipal, receipts, re-investment, re~ands and replacements, Of such property shall for all purposes of this trust be applied as follows: S.A. l . Once transferred to this trust, any asset that belonged individually to the Husband prior to transfer to this trust, unless otherwise indicated, shall be owned ~by the "Husband's Sub-Trust" (also called "Share H"). Likewise, any asset that belonged individually to the Wife prior to transfer to this trust, unless otherwise indicated, shall be owned by the "Wife's Sub-rC'rust" (also called "Share W"). Such assets maybe listed on a schedule or schedules attached hereto for informational purposes. S.A.2. All property (other than community property) owned jointly by the Settlors {whether said joint ownership was held as joint tenants with j~ight of su~~~ivorship, joint tenants without Might of sup-vivoYShip, tenants by the entirety, or tenants in common) prior to transfer to this trust shall, unless otherwise indicated, be deemed to have been contributed in equal shares by each of the Settlors, and Share H shall own a fifty percent undivided interest in such property and Share W shall own a fifty percent undivided interest in such property, as tenants in common. 2-6 5. A.3. Any properi.y owned as community property by the Settlors prior to transfer to this trust shall, unless otherwise indicated, retain its characteristic as community property, and shall be held in the common trust (i. e., it shall not be divided and held in the two separate sub-trusts}. ~.A.4. All property transferred to this trust lnay be listed on a schedule or schedules attached hereto for informational purposes. S.B. SETTLORS' INTENT. This trust shall consist of two separatE; and distinct revocable living trusts. The Settlors have chosen to maintain their separate trusts together in this one trust document solely for convenience, In every particular, however, the two trusts shall be viewed as having separate and distinct existence, and shall be construed in light of this intent. It is thf; specific intent of each Settlor not to continue or create any tenancy with right of survivorship in the assets placed in this trust. Rather, it is the specific intent of the Settlors to sever any survivorship which presf;ntly might be inherent in their property-holding, and to hold all assets by and through their separate trusts, Shares H and W, as the separate property of each trust, whether or not a particular asset or any asset whatsoever is Listed on any separate schedule or on a common schedule. The act of transferring an asset to this trust, even without listing the asset ors arsy schedule, shall be deemed a severance of a~1y tenancy with the right of survivorship and a change from that survivorship form to a tenancy witl:~ r~o right of survivorship (i.e., "tenants in common"}. It is the desire and intent of the Settlors that no form ofproperty-holding interfere with the funding of the Credit Shelter Trust, designed to shelter from estate taxation the "unified credit against estate tax" and the "applicable credit amount" provided by Code § 2010 (hereinafter, "the unified credit," and any other term by which it might be called in future iterations of the Code). Nothing herein shall require the appointment of separate trustees to administer each separate share, but the Trustees shall administer each separate share according to the terms of each, with separate and distinct fiduciary responsibilities to the beneficiaries of each separate share with regard to the assets held by each share, either directly or as tenants in common with the other separate share. S.C. FAMILY RESIDENCE: If the Settlors transfer to this trust their principal family residence, and if said residence is, prior to said transfer, titled as tenants by the entireties, the Settlors intend that, pursuant to Pennsylvania Code ,said family residence shall have the same immunity from the claims of their separate creditors as it would if it had remained a tenancy by the entirety, so long as (i) the Settlors remain husband and wife, {ii) the Settlors continue to behold said real principal family residence in the trust, and (iii) said real property continues to be the principal family residence of the Settlors. ARTICLE ~. 'DISABILITY ~E SETTL©RS 6.A. SETTLORS INCAPACITY TO ACT: If at any time either or both of the Settlors, in the judgYnent of the then serving Trustee, shall be under any legal disability or shall be unable to manage properly his/her/their affairs by reason of illness or mental or physical disability (whether or not a court of competent jurisdiction has declared either of the Settlors incompetent or mentally ill or has appointed a legal representative for either of the Settlors), the then serving Trustee may pay or apply so much. or all of the net income and the principal of the trust estate as the then serving Trustee deems necessary or advisable for the health, education, maintenance or support of the Settlors and their issue, in such amounts and proportions as the then serving Trustee may determine. The then serving Trustee also may pay any gift taxes and income taxes incurred by either of the Settlors, whether caused by the sale of any assets comprising the trust estate or otherwise. Any income not so paid or applied shall be accumulated and added to the principal of this trust at least quarter-annually. ~-7 6.B. IN Ii~AKING ANY ~AYIVIENT HEREUNDER: The then serving Trustee may consider, but shall not be required to consider, the income and other resources of the Settlors and their issue. If only one of the Settlors is incapacitated, the non-incapacitated Settlor may continue to withdraw or direct the pay- ment of the income and principal of the separate property contributed by tl~e non-incapacitated Settlor. ARTICLE 7. REDESIGNATION OF SHARES 7.A. REDESIGNATION OF SHARES: Upon the death of the first Settlor, the two sub-trusts hereunder, Share H and Share W, shall thereafter be known as the "Decedent's Trust" (which may also be called "Share B" or the "B Trust") and the "Survivor's Trust" (which may also be called "Share A" or the "A Trust"). The Decedent's Trust shall consist of the separate share of the deceased Settlor in the trust estate (i.e., Share H if Husband dies before Wife, or Share W if Wife dies before husband), plus one- half ofthe conunon trust (i.e., property owned as community property, if a.ny), plus any additions made by reason of the deceased Settlor's death. The Survivor's Trust shall consist of the separate share of the surviving Settlor in the trust estate plus one-half of the common trust. If the Husband survives the Wife, the Husband's Survivors's Trust may continue to be referred to for all purposes as Share H. If the Wife survives the Husband, the Wife's Survivors's Trust may continue to be referred to for all purposes as Share W. 7.B. SIX 1VIONTH PROVISION: The Trustee, in the absolute discretion of the Trustee, may defer the division or distribution of the trust estate until six months after the deceased Settlor's death. If the division or distribution of the trust estate is so deferred, the deferred division or distribution shall be made as if it had taken place at the time prescribed above, and all rights given to the beneficiaries under the provisions of this Declaration which follow shall be considered to have accrued and vested as of that prescribed time. 7.C. SURVIVOR'S SHARE: The Survivor's Trust shall be paid or- distributed, or held in further trust, as the surviving Settlor from time to time may direct. It is the inf:ention of the Settlors that the surviving Settlor shall have absolute control over the disposition of the Survivor's Trust. In the absence of directions from the surviving Settlor to the contrary, the Survivor's Trust shall continue to beheld as hereinbefore provided in this Declaration. ;'.D. DECEASED SETTLOR'S SHARE: The Decedent's T~,:st shall be held as hereafter provided in this Declaration. ARTICLE S. DISTRIBUTION UPON DEATH OF FIRST SE'TTLOR TO DIE B.A. UPON DEATH OF A SETTLOR. After the death of one of the Settlors and the resulting redesignation of the separate trust shares as the "Decedent's Trust" a~1d the "Survivor's Trust," the Trustee shall, from the Decedent's Trust: 8.A.1. PAY DEBTS: Pay the decedent Settlor's legally enforceable debts, expenses of last illness, and cremation and/or burial expenses, including the expense of a suitable marker, if any, to the extent that these i terns have not been paid, provided that the responsibility for their payment has not been assured by soiree other person or estate. However, the Trustee, in the Tn~stee'~s sole discretion, shall not be required to pay and discharge, both as to principal and income, any valid lien; mortgage or charge against any real property, including buildings and improvements, but inay elect to treat such as a continuing debt. The Trustee shall also pay from the Decedent's Trust arty estate or death taxes (and any excess accumulation excise tax), by whatever name called, imposed under the laws of any jurisdiction by reason of the death of the first Settlor to die, whether in respect of property passing under this Declaration or under said Settlor's Last will and testament or otherwise; and the amount of al_l of the debts -~ which said Settlor's estate must pay. The Trustee may rely upon the written certification of the executors, administrators, or legal representatives ofeither ofthe Settlors' estates as to the amount of any such tax, debt or expense, without any duty to inquire as to the correctness thereof, and, in the Trustee's discretion, may make payment thereof either to said executors, administrators or legal representatives or to the taxing authority or person to whom such amount is owed. Any estate or death taxes and other charges to principal not deductible in computing the Federal estate tax of the first Settlor to die shall be paid first from the Credit Shelter Trust (if established below}, without apjaortionment or charge against any beneficiary of the trust estate or any transferee of property outside o:F the trust estate. Information pertaining to the income and expenses, if any, attributable to the decedenrt Settlor's share from the date of death until the funding of the Survivor's Trust as required hereafter shall be provided to the executors, administrators or legal representatives ofthe decedent Settlor's estate for ref-orting on appropriate fiduciary income tax returns as may be required under tax laws then applicable. rdet income from the decedent Settlor's share until the funding of the separate trusts shall be allocated by the Trustee to each separate trust in proportion to the respective shares of such trusts. 8.A.2. DISTRIBUTE TANGIBLE PERSONAL PROPERTY: Distribute any tangible personal property in accordance with any written statement or list of tangible personal property, which either or bo`ih Settlors niay leave with this trust. Either or boin Settlors rray alter said list from time to tune for the purpose of directing the Trustee in the distribution of certain tangible personal property among certain specified beneficiaries and each Settlor directs that the Trustee honor the wishes therein expressed, provided that the other Settlor consents to such distribution. 8.A.3. PAY BALANCE TO SURVIVOR'S TRUST: Transfer into the Survivor's Trust any remaining balance of the Decedent's Trust not already disposed of as provided above; however, reserving to the surviving spouse the full and complete power to disclaim such balance, in whole or in part, according to the provisions of Code § 251 S(b). The disclaimer shall be effective if (a) in writing indicating the property accepted and disclaimed, and (b) received by the Trustee within nine (9) months of the date of the transfer of such property, and (c) the surviving spouse has not accepted or benefitted from any property disclaimed prior to making the disclaimer. Any such portion disclaimed shall become a part of the Credit .Shelter Trust described below in. Article 8.A.4. and shall be held, managed and distributed as set forth below in Article B.B. The Survivor's Trust shall be paid or distributed, or held in further trust, as the surviving Settlor from tune to time may direct. It is the intention of the Settlors that the surviving Settlor shall have absolute control over the disposition of the Survivor's Trust. In the absence of directions from the surviving Settlor to the contrary, the Survivor's Trust shall continue to be held and distributed as herein provided. 8.A.4. UPON DISCLAIlVIER, ESTABLISH AND FUND CREDIT SHELTERTRUST: Using only those assets, if any, disclaimed by the surviving spouse pursuant to Article 8.B.3. and Article 11, establish and transfer into an irrevocable Credit Shelter Trust (also known as a "By-Pass Trust") the lesser of all of said disclaimed assets or the maxiimuln amount of said disclaimed assets necessary to make the Credit Shelter Trust equal to the largest amount, if any, that c~~n pass free of federal estate tax under this provision by reason of the decedent Settlor's available unified credit, as set forth in Code § 2010, after taking into account: a) all credits allowed for Federal estate tax purposes, provided, however, that the credit for state death taxes shall be taken into account only to the extent that it does not result in an increase in the state death taxes which otherwise would be payable; b) t:he net value of all other property included in the deceased Settlor's gross estate, whether it passes under the deceased Settlor's will. or otherwise and whether it passes at the time of the deceased Settlor's death or has passed before the deceased Settlor's death to any person, trust or other entity, so that it is included in the deceased Settlor's gross estate and does not qualify for the Federal estate tax. marital deduction or charitable deduction; and c) all available deductions taken in determining the estate tax payable by reason of the deceased Settlor's death, charges to principal that are not allowed as deductions in detez-~mining the deceased Settlor's estate tax, and the 2-9 ~ 4 deceased Settlor's adjusted taxable gifts and any reduction in them pursuant t~~ Treas. Reg. Sec. 25.2701-5. The Settlors acknowledge that the amount of assets, if any, transferred into the Credit Shelter Trust shall be established on the basis of the values finally fixed in the Federal estate tax proceeding for the deceased Settlor's estate, but the Trustee shall not be under any duty to participate :in such proceeding and may accept and rely upon the written certificate of the executor, administrator or legal representative of the deceased Settlor's estate as to the amount and values aforesaid, without any liability for doing so. The Settlors recognize that it may not be possible to determine the suln disposed of by this Credit Shelter Trust until all tax proceedings for the deceased Settlor's estate have been se-ttled, and that such sum may be zero. To the extent consistent with the disclaimer filed by the surviving spouse, the Trustee shall allocate to this Credit Shelter Trust any assets of the deceased Settlor contributed or added to the trust estate that are not eligible for the Federal estate tax marital deduction. To t:he extent consistent with the disclaimer filed by the surviving spouse, assets used to fund the Credit Shelter Trust and the disposition to the surviving Settlor hereinafter provided for shall be allocated so as to be fairly representational of any appreciation or depreciation in value of property available for distribution which may occur after the death of the deceased Settlor. The management and disposition of thosE; assets in the Credit Shelter Trust, if any, is set forth below: Any assets disclaimed by the surviving spouse in excess of the maximum a~i~our:t necessary to make the Credit Shelter Trust equal to the largest amount, if any, that can pass free of federal estate tax as set forth above, shall be distributed as provided in Article 9 hereof. B.B. MANAGEMENT OF CREDIT SHELTER TRUST. 8.B.1. DISTRIBUTION OF INCOME: During the life of the surviving Settlor, the Trustee shall hold, manage, invest and reinvest the assets of the Credit Shelter Trust, shall collect the income therefrom, and shall pay the net income to or for the benefit of one or more persons within a class consisting of the surviving Settlor and the Settlors' living issue, or apply the same for their benefit, in such shares as the Trustee in the absolute discretion of the Trustee may deem advisable, in convenient installments but at least quarter-annually. 8.B.2. DISTRIBUTION OF PRINCIPAL: The Trustee may pay to or for the benefit of the surviving Settlor and/or the Settlors' issue, for health, education, maintenance or support, any part or all of the principal of this trust, as the Trustee in the absolute discretion of the T?-~.~stee may deem advisable, without considering other resources available to the surviving Settlor or the Settlors' issue. The surviving Settlor shall have the right to demand and receive from the principal of this inzst in each of its fiscal years the greater of $5,000 or five percent of the fair market value of such principal determined as of the date the request to withdraw is made by written notice to the Trustee. Such right shall lapse to the extent it is not exercised in any year. Any commission payable with respect to principal so withdrawn shall be charged against such principal: B.C. UPON THE DEATH OF THE SURVIVING SETTLOR: Upon the death of the surviving Settlor, the Trustee shall: 8.C.1. PAY DEBTS. Pay from the Survivor's Trust that Settlor's legally enforceable debts, expenses of last illness, and cremation and/or burial expenses, including the cost of a suitable marker, if any, to the extent that these items have not be paid, provided that the responsibility for their payment has not been assured by soiree other person or estate. The Trustee shall also pay from the Survivor's Trust any estate or death taxes {and any excess accumulation excise tax), by whatever name called, imposed under the laws of any jurisdiction by reason. of either of the Settlors' deaths, whether in respect of property passing under this Declaration or either of the Settlors' last will and testaments o~- otherwise, and the amount of all of the debts which the Settlors' estates must pay, the expenses of their 2-10 e i ~ last illness and funerals, and the expenses of administering their estates. The Trustee nay rely upon the written certification of the executors, administrators or legal representatives of either of the Settlors' estates as to the amount of any such tax, debt or expense, without any duty t~~ inquire as to the correctness thereof and, in the Trustee's discretion, may make payment thereof either to said executors, administrators or legal representatives or to the taxing authority or person to whom such arriount is owed. Any estate or death taxes and other charges to principal not deductible in computing the Federal estate tax of the first Settlor to die shall be paid first from the Credit Shelter Trl;~st, without apportionment or charge against any beneficiary of the trust estate or any transferee of prop~:rty outside of the trust estate. 8.C.2. DISTRIBUTE TANGIBLE PERSONAL PROPERTY: Distribute all tangible personal property owned by the Trust or by the Settlors, including, without limitation, personal effects, clothing, jewelry, furniture, furnishings, household goods, frequent flier miles, points with any type of "reward" program, automobiles and other vehicles, together with all insurance policies relating thereto, to those of the Settlor's children alive at that time, or to those individuals herein named as Successor Beneficiaries, in substantially equal shares, to be divided between them as they shall agree, or if they cannot agree, as the Trustee shall determine or, in the Trustee's sole discretion, the Trustee may hold an auction by allotting exactly 100 "points" to each child with which to bid on the aforesaid tangible personal property. If the Trustee elects to hold such auction, the Trustee shall a~~ar~ge said auction to be held at a reasonable time and place and shall provide all above-mentionE;d beneficiaries written notice at least 10 days in advance of the time and place of said auction; the Trustee shall preside at such auction and shall have the sole discretion for determining the order of items to be auctioned; each item auctioned shall be given to the highest bidder; each beneficiary may bid only with the points allotted. Unused points shall be of no value. If any items of tangible personal property remain after all beneficiaries have used up all their points, then the Trustee may allot additional points to the beneficiaries, with an equal number of points to each beneficiary, or, in the Trustee's sole discretion, remaining items of tangible personal property may be donated by the Trustee to charitable organizations or liquidated and the proceeds distributed as provided as part of the residuary balance of the trust as set forth below. 8.C.2.A. Either orboth of the Settlors may leave with this trust a written statement or list of tangible personal property which list each Settlor.may alter from time to time, for the purpose of directing the Trustee ill the distribution of certain tangible personal property among certain specified beneficiaries and the Settlors direct that the Trustee honor the wishes therein expressed. Any items of tangible personal property not distributed hereunder may, at the sole discretion of the Trustee, be donated to charitable organizations or liquidated and the proceeds distributed as apart of the above-named trust. 8.C.2.B. Any costs incurred by the Trustee in connection with obtaining possession, appraising, safeguarding, delivering or selling any tangible personal property shall be paid as expenses of trust administration. 8.C.3. THE REMAINING PRINCIPAL of this Credit Shelter Trust shall be distributed as provided in Article 9 hereof. ARTICLE 9. SUCCESSOR BENEFICIARIES 9.A. Upon the death of both of the Settlors, the Settlors' children (or other persons) named below shall become the Successor Beneficiaries of the trust estate, and the T1-ustee .shall. distribute the entire trust estate to those persons or~ their issue, and/or to those entity(ies) or their successors in interest, as hereinafter provided. 2-1.1 9.A.1. ASSIGNMENT OF 1pERSONAL EFFECTS : Prior to making any allocation of the Trust Estate, upon a Settlor's death, the Trustee shall distribute the personal effects of the deceased Settlor as he/she may direct by a separate written statement or Tangible Personal Property Directive, prepared and signed by the deceased Settlor for that purpose to those persons specifically named therein. ~.A.2. GIFTS PRIQ~R TO FINAL DISTRIBUTION: Upon the death of the Settlors and prior to final distribution of the residual trust estate the following gifts shall be made: All listed Securities owned by the Settlors, intrust or otherwise shall be distributed equally among NANCY LEE GANDER, VIRGINIA DREW WESTERVELT and LINDA STRUNGIS, per stirpes. BARBARA TIMMONS shall receive the sum of One Thousand Dollars ($1,000.00), in addition to any trustee fee provided herein. 9.B. SUCCESSOR BENEFICIARIES: After making the distributions set forth above in article 9.A., the residual trust estate shall be divided into three equal shares and distributed as follows: One share divided equally among the issue of LINDA STRUNGIS, riarnely, SCOTT STRUNGIS and ADAM STRiTNGIS; One share divided equally among the issue of NANCY LEE GANDER, namely CHARLES GANDER and THOMAS GANDER; and One share divided equally among the issue of VIRGINIA DREW WESTERVELT, namely, TODD WESTERVEL~'[', TAYLOR WESTERVELT and GRANT WESTERVELT. 9.C. Contingencies: If any beneficiary named above predeceases the death of the second Settlor to die, then each such beneficiary's respective share shall pass to his~'her lineal descendants, if any (in equal shares per stirpes, if more than one). If a beneficiary has predeceased with no surviving issue, then such beneficiary's respective distribution shall not be made, but shall Winstead pass to the other surviving beneficiary(ies) in direct proportion to the shares already being distributed to said surviving beneficiary(ies). If neither any beneficiary nor any lineal descendants of any beneficiary survives the death of the second S ettlor to die, then the entire principal balances of the Trust Estate at that time remaining, together with all accumulated income, shall be divided into two equal shares and one share shall be distributed to the Husband's relatives and the other share to the Wife's relatives, as follows: 9.C.1 One share to the Husband's parents, jointly with right of survivorship, or if one parent has predeceased both Grantors, then all to the parent who survives; if both parents have predeceased the Grantors, then to the Husband's brothers and sisters and their descendants, in equal shares per stirpes; if there be none of the above, then one half of said share shall be distributed to the Husband's paternal relatives and the other half to the Husband's maternal relatives, as follows: first to grandfathers and grandmothers or the survivor; if neither survive the Grantors, then to uncles and aunts and their descendants in equal shares per stirpes. If there be no paternal relatives then the entire share shall be distributed to the Husband's maternal relatives, and if there be no maternal relatives, then the entire share shall be distributed to the Husband's paternal relatives. If there be neither maternal nor paternal relatives, then the entire balance of both trusts, principal and accumulated income, shall be distributed to the relatives of the Wife in the order set forth below. 9.C.2.One share to the Wife's parents, jointly with right of survivorship, or if one parent has predeceased both Grantors, then all to the parent who survives; if'both parents have predeceased the Grantors, then to the Wife's brothers and sisters and their descendants, in equal shares per stirpes; if there be none of the above, then one half of said share shall be distributed ~to the Wife's paternal relatives and the other half to the Wife's maternal relatives, as follows: first to grandfathers and grandmothers or the survivor; if neither survive the Grantors, then to uncles and aunts and their descendants in equal shares per stirpes. If there be no paternal relatives then the entire share shall be distributed to the Wife's maternal 2-12 relatives, and if there be no maternal relatives, then the entire share shall be distributed to the Wife's paternal relatives. If there be neither maternal nor paternal relatives, then i:he entire balance of both trusts, principal and accumulated income, shall be distributed to the relatives of the Husband in the order set forth above. 9. C.3 . If there be none of the above-mentioned relatives on. either Husband's side or Wife's side, then the entire balance of both trusts, principal and accumulated income, shall be distributed to a charitable organization or organizations chosen by the Trustee, keeping in mind, if possible, the charities and types of charities supported by the Grantors during their lifetimes. 9.C.4. A distribution made to my "lineal descendants" or any other specified class of beneficiaries "in equal shares per stirpes" shall mean that the distribution is first divided among the members of the oldest generation of. lineal descendants (or other class of beneficiaries j who have a m~emlber surviving at the specified time, with each living member taking one share and any deceased member's child or children living at the specified time taking the share 1:o which the deceased member would have been entitled; and likewise down the generations. 9. C.S. If a beneficiary or successor beneficiary has not reached the age specified below in Section 10.A., such beneficiary shall be treated as a minor for purposes of this Declaration of Trust and the share for such beneficiary shall remain in trust until that beneficiary reaches that age, such trust to be administered by the Successor Trustees} in the manner set forth in this Declaration of Trust, and specifically according to in Article 10 below. 9.D. SPECIAL INSTRUCTIONS: Should GRANT WESTERVEL'T now a minor, have failed to reach majority at the time of setting aside of shares, his share shall be held in further trust, with VIRGINIA DREW WESTERVELT as Trustee for said share, until such. time as he shall have attained the age of majority, Eighteen (18). ARTICLE 10. DISTRIBUTIONS TO MINORS OR INCOMPETENT5 1 O.A. DEFINED AGE OF MAJORITY: The word "minor," wherever used in this Article 10, shall mean any beneficiary who has not yet attained the age of Twenty~Five (2.5}years. The term "during the minority" as used herein shall apply to that period of time during which the beneficiary is a "minor" as defined in the preceding sentence; the term "Age of Majority" as used herein shall apply to any person who has already attained the age specified in the preceding sentence. l O.B. DEFINITION OF "INCOMPETENT": The word "incompetent," wherever used in this Article 10, shall mean any beneficiary who has been adjudicated, by any court of competent jurisdiction, to be incompetent or to be unable to handle his or her own financial affairs. 1 O.C. PAYMENT TO MINORS ORINCOMPETENTS : In any casein which the Trustee is authorized or directed by any provision of this Declaration to pay or distribute income or principal to any person. who shall be a minor or incompetent, the Trustee, in the absolute discretion of the Trustee and without authorization of any court, may pay or distribute the whole or any part of such income or principal to such minor or incompetent personally, or may apply the whole or any part thereof directly to the health, education, maintenance or support of such minor or incompetent, or may pay or distribute the whole or any part thereof to the guardian, committee, conservator or :other legal representative, wherever appointed, of such minor or incompetent or to the person with whom such minor or incompetent may from time to time resiue, or in the case of a minor, may pay or distribute the whole or any part thereof -l 3 T ~. ~ to a custodian for such minor under any gifts to minors or transfers to ment or distribution or the receipt therefor by the person to whom an ~inors act. Evidence of such pay- made shall be a full discharge of the Trustee from all liabilit ~,~,• ~ such payment or distribution is Trustee maybe such person. y ith 1-espect thereto, even though the 1 O.D. MANAGEMENT OvER SHARES FOR MINORS: The Truste the Trustee, may defer payment or distribution of an or all i e, in the absolute discretion of be entitled until such minor shall attain the age of ma'orit ncome or principal to which a minor may at any time and from time to time, during the minority of~such be make such payment or distribution undistributed portion thereof as a separate fund vested in such neficiary, holding the whole or the given to the Trustee to administer and invest such fund and to u minor but subject to the powers hereby benefit of such minor as a separate trust fund hereunder. N se the income or principal thereof for the accounts shall be required with respect to such fund, and the samend or other security and no periodic it were a separate trust fund. The Trustee shall pay and distrib shall. be subject to commission as if when such minor shall attain the age ofmajority. Exce t as isute any balance of such fund to such minor die before attaining the age ofmajority, the Trustee sh p herein above provided, if such minor shall administrators or legal representatives of the estate of sucy and distnbut:e such balance to the executors, h minor. 1 ~•E. 171SA-BLED BENEFICIARIES : If any beneficiary of this trus a disability that substantially impairs the beneficiary's abilit to t~ at the time of distribution, has is disabled as defined in § 1614(a)(3) of the Social Securi A provide for his/her own welfare, and/or a regular beneficiary ofthis Trust. Instead, said disabled beneficita then said beneficiary shall cease to be be allocated as a separate share to a Special Needs Trust to be ry's per~;,entage ofthe Trust assets shall forth in this Section 10.E. ~ governed by the terms and provisions set 10.E.1. TRUSTEE: The Trustee named above shall be the Truste Trust. e for the Special Needs 10.E.2. PURPOSE: The purpose of this trust is to su leme whatever benefits and services the primary beneficia ma fro pp nt, but not to supplant, reason of age, disability, or other factors, from fed al, state andme to time, be eligible to receive by sources. It is understood and acknowledged that governmental and char I, governmental and charitable contain many gaps that, if unaddressed, will greatly reduce the os table programs, in themselves, ma:rltair:i ng himself/herself as independently as possible and ha sibllity of the disabled beneficiary's needs for residential, personal and other nonmedical services ~dng the capacity to meet his/her fu.rare use the principal and income from the trust to provide the rim g°ods. It is intended that the trustee service, and only those benefits and services, that, in the t ptee'~ beneficiary with those benefits and to the primary beneficiary from other sources as or when neede s Judgment, are not otherwise available Special Needs Trust may supplement any benefits received or d for his/her welfare. The Trustee of the through or from various govei-ilrriental assistance ro ams .for which thc~ beneficiary may be eligible) beneficiary which would reduce the beneficiary's el ibilit but may not make any distributions to the be directed toward carrying out this intent. This d ~abled b°r benefits. A11 actions of the Trustee shall access to principal or income of the trust. Without limitin the dificra~ shall not be considered to have actions the trustee may consider necessary for the prima bene etion ofthe trustee to take whatever trust purposes, it is intended that the trust be used in ways that w 11 ry's welfare, in accordance with the to lead as normal, comfortable, and fulfilling a life as ossible. best en,~.ble the primary beneficiary p The Trustee, in the Trustee`s sole and absolute discret' beneficiary, so much of the net income and principal asns necepay to or for the benefit of the disabled special needs, in keeping with the directives of this section. An rnc~ to meet the disabled beneficiaryy's to pnncipal. y ome not .~o distributed shall be added ~_la ~: , 10.E.3. G6SFECIAL DEEDS" DEFINED. As used in this document, "special. needs" refers to the requisites for maintaining the disabled beneficiary's comfort, and happiness when in th of the Trustee{s), such requisites are not bein rovided b an ~ e discretion the Commonwealth of Pennsylvania, or of any other state or ofbhe agency, office, or department of agency. ~ L nited States or by any private "Special needs" shall include, but not be limited to: medical and dental ex enses• anriua check-ups; equipment; programs of training, education, treatment, and rehabilitation• e e 1 independent care- lastic sure ~ y glasses; dental p g ry; psychological support services; recreation, camping, trips, and vacations; athletic contests; transportation {including vehicle purchase); electronic equipment such as radios record television sets, and computer equipment; movies; money to purchase appro riate ifts fo players, friends; payments for a companion; differentials in cost between housin and shelte r relatives and private rooms; supplemental nursing care and similar care which assistant g ro ams ma for shared and provide; dietary needs; and any other non-essential items that may serve o enhanc trt °therwise benef cialy's comfort and/or self-esteem. e disabled '?'he Trastee shall, with reasonable frequency, visit the disabled beneficiary to ins ect livi assess morale and to evaluate his/her iriedical treat-nents and needs. p ng conditions, Upon the death of the beneficiary of any Special Needs Trust created hereunder the distribute any remaining principal and undistributed income of said Special Needs Trust t Trustee shall Beneficiaries named in Article 9 of this trust. o the Successor 10.E.4. DISTRIBUTION GUIDELINES. In making any distribution, the Trustee shall: 10.E.4.A. Consider any other income or resources known to the Trustee and reasonably available to the beneficiary; 10.E.4.B. Take into consideration all entitlement benefits from any govel7unent agency, such as Social Security disability payments, food stamps, Medicare, Medicaid, Welfare Supplemental Social Security Income (SSI) and other special purpose benefits for w beneficiary is eligible; hick the 10.E.4.C. Consider the resource and income limitations of all ap livable assistance programs; p 10.E.4.D. Make expenditures to maintain a comfortable standard of livin for beneficiary; g 1 O.E.4.E. Not be obligated or compelled to make ~;uch payments; l O.E.4.F. Make reimbursements to the beneficiary so as not to be required to a or reimburse any amounts to any government agency or department; and p y 10.E.4.G. Not be liable for any~loss of benefits. 10.E.5, SUPPLEMENTAL. No part of the assets of this trust shall be used to su lant o replace public assistance benefits of any county, state, federal or other government a env pp i legal responsibility to .serve persons with disabilities which are the same as or simi ar y which has a beneficiary. This includes, but is not limited to, Social Security benefits fir disabled to the disabled persons. ~ iJ For purposes of determining the disabled beneficiary's eligibility for any such benefits, no part of the principal or undistributed income of the trust estate shall be considered available to him/her. In the event the Trustee is requested to release principal or income of the trust to or on behalf of the disabled beneficiary to pay for equipment, medication or services which any government agency is authorized to provide (were it not for the existence of this trust), or in the event the Trustee is requested to petition the court or any other administrative or judicial agency for the release of trust principal or income for this purpose, the Trustee is authorized to deny such request and is authorized in his/her discretion to take whatever administrative or judicial steps as may be necE;ssary to continue the disabled beneficiary's eligibility for benefits, including obtaining instructions from a court of competent jurisdiction ruling that the trust corpus is not available to the disabled bene:~iciary for eligibility purposes. Any expenses of the Trustee in this regard, including reasonable attorney's fees, shall be a proper charge to the trust estate. ARTICLE 11. ~ISCLAINfERS Any person, in addition to any rights conferred by lain, may disclaim or renounce, in whole or in part or with respect to specific amounts, parts, fractional. shares or assets, any interest, right, privilege or power granted to that person by this Declaration. Any such disclaimer or renunciation shall be made by a duly acknowledged, irrevocable, written instrument executed by that person or byhis/her guardian, committee, conservator, executor or administrator, delivered to the TrustF;e and filed in accordance with any requirements of applicable law. If the surviving Settlor disclaims his/her right to any portion of, or all of, the assets of the Decedent's Trust, all assets so disclaimed shall automatically flow into the Credit Shelter Trust described in Article 8.A.4. and shall be managed and distributed as set forth in Article 8.B. ARTICLE 12. POWERS OF TRUSTEE 12.A. POWERS: In the administration of any property, real or personal, at any time forming a part of the trust estate, including accumulated income, and in the administration of any trust created here- under, the Trustee shall have all the powers conferred on trustees under the Code of Pennsylvania, as amended, or any successor thereto, and all statutory powers conferred upon trustees wherever the Trustees inay act, or as otherwise provided by law. In addition to and without limitation of the statutory powers referenced above, the Trustee shall have the following powers t:o be exercised in the absolute discretion of the Trustee, except as otherwise expressly provided in this :Declaration. If the situs of this trust or any trust hereunder at any time changes, then the Trustee shall have all of the powers granted to fiduciaries under the laws of the new situs, which laws are hereby expressly incorporated by reference. The trustee shall also at all times have the powers granted by common law and the powers specifically enumerated in this document, as follows: 12.A.1. TO RETAIN SUCH PROPERTY for any period, whether or not the same is of the character permissible for investments by fiduciaries under any applicable law, and without regard to the effect any such retention may have upon the diversity of investments; 12.A.2. TO SELL, TRANSFER, EXCHANGE, CONVERT or otherwise dispose of, or grant options with respect to, such property, at public or private sale, with or without security, in such manner, at such times, for such prices, and upon such terms and conditions as thE; Trustee lnay deem advisable; 12.A.3. TO INVEST AND REINVEST IN common or prefer-red stocks, securities, investment trusts, mutual hinds, regulated investment companies, bonds and other property, real or personal, foreign or domestic, including any undivided interest in any one or more conunon trust funds, whether or not 2-16 such investments be of the character permissible for investments by fiduciaries under any applicable law, and without regard to the effect any such investment may have upon the diversity of investments; however, the aggregate return of all investments of the Marital Deduction Trust shall be reasonable in light of then existing circumstances; 12.A.4. TO RENDER LIQUID the trust estate or any trust created hereunder in whole or in part, at any dime and from time to time, and to hold unproductive property, cash o_ r readily marketable securities of little or no yield for such period as the Trustee may deem advisable; 12.A.5. TO LEASE ANY PROPERTY beyond the period fixed by statute for leases made by fiduciaries and beyond the duration of any trust created hereunder; 12.A.6. TO JOIN OR BECOME A PARTY TO, OR TO OPPOSE, any reorganization, readjustment, recapitalization, foreclosure, merger, voting trust, dissol~ation, consolidation or exchange, and to deposit any securities with-any committee, depository or trustee, and to pay any fees, expenses and assessments incurred in connection therewith, and to charge the same; to principal, and to exercise conversion, subscription or other rights, and to make any necessary payments in connection therewith, or to sell any such privileges; 12.A.7. TO VOTE IN PERSON AT MEETINGS OF STOCK or security holders and adjoununents thereof, and to vote by general or limited proxy with respect to any stock or securities; 12.A.8. TO HOLD STOCK AND SECURITIES in the name of a nominee without indicating the trust character of such holding, or unregistered or in such form as will pass by delivery, or to use a central depository and to permit registration in the name of a nominee; 12.A.9. TO INITIATE ORDEFEND, at the expense ofthe tri~st estate, any litigation relating to this Declaration or any property of the trust estate which the Trustee considers advisable, and to pay, compromise, compound, adjust, submit to arbitration, sell or release any claims or demands of the trust estate or any trust created hereunder against others or of others against the; same as the Trustee may deem advisable, including the acceptance of deeds of real property in satisfaction of notes, bonds and mortgages, and to make any payments in connection therewith which the Trustee may deem advisable; 12.A.10. TO BORROW MONEY for any purpose from an.y source, including any trustee at any time acting hereunder, and to secure the repayment of any and all amounts so borrowed by mortgage or pledge of any property; 12.A.11. TO POSSESS, MANAGE, DEVELOP, subdivide, control, partition, mortgage, Lease or otherwise deal with any and all real property; to satisfy and discharge or extend the term of any mortgage thereof; to execute the necessary instruments and covenants to effectuate the foregoing powers; including the giving or granting of options in connection therewith; to make repairs, replacements and improvements, structural or otherwise, or abandon the same if deemed to be worthless or not of sufficient value to warrant keeping or protecting; to abstain from the payment of real estate taxes, assessmments, water charges and sewer rents, repairs, maintenance and upkeep of the same; to permit to be lost by tax sale or other proceeding or to convey the same for a nominal consideration or without consideration; to set up appropriate reserves out of income for repairs, modernization and upkeep ofbuildings, including reserves for depreciation and obsolescence, and to add such reserves to principal and, if the income from the property itself should not suffice for such purposes, to advance out of other income any sums needed therefor, and except i.n the case of any Credit Shelter Trust, advance any income of the trust for the amortization of any mortgage on propel ~y held in the trust; 2-17 12.A.12. TO PURCHASE FROM THE LEGAL REPRESENTATIVES of the estate of either of the Settlors or from the trustees of any trust established by either of the Settlors any property constituting a part of such estate or trust at its fair market value and to make loans for adequate consideration to such legal representatives or trustees, upon such terms and conditions as the Trustee may determine in the absolute discretion of the Trustee; 12.A.13. To CARRY INSURANCE of the kinds and in th.e amounts which the Trustee considers advisable, at the expense of the trust estate, to protect the trust estate and the Trustee personally against any hazard; 12.A.14. TO MADE DISTRIBUTION OF THE TRUST ESTATl~ or of the principal of any trust created hereunder in cash or in kind, or partly in kind, and to cause any distribution to be composed of cash, property or undivided fractional shares in property different inkind fi-om any other distribution, and to determine the fair val~aation of the property so allocated, with or without. regard to the tax basis; to hold the principal of separate trusts in a consolidated fund and to invest the same as a single fund; to split trusts for purposes of allocating GST exemptions (within the meaning of 2642(a) of the Internal Revenue Code); and to merge arry trusts which have substantially identical terms and beneficiaries, and to hold them as a single trust; 12.A.15. TO EMPLOY AND PAY THE COMPENSATION of accountants, attorneys, experts, investment counselors, custodians, agents and other persons or firms providing services or advice, irrespective of whether the Trustee may be associated therewith; to delegate discretionary powers to such persons or firms; and to rely upon information or advice furnished thereby or to ignore the same, as the Trustee in its discretion inay determine; 12.A.16. RIGHT TO APPOINT INVESTMENT MANAGER: With regard to investment of the trust assets, it is the suggestion (but not direction) of the Settlors that the primary investment objectives shall be the production of income and preservation of capital, so as to provide as much income as possible to the Settlors while they are alive and to the surviving Settlor upon the death of the first Settlor to die. 12.A.16.A. Either of the Settlors shall at any time leave the right from time to tune to appoint and remove one or more investment managers to have the power and authority to invest and reinvest trust assets in securities or in other real or personal property and to retain such investments and any additions thereto even though any or all of such investments are of a character or size which, but for this express authority, would not be considered a proper investment for a trustee. After the death of both of the Settlors, the Trustee and/or a majority of the then living beneficiaries who are entitled to receive net income and who have attained the age of twenty-five (25) years shall leave the right from time to time to appoint and remove said investment managers. Each investment managE;r so appointed shall accept such appointment by a signed writing delivered to the Trustee. During the lives of the Settlors, either of the Settlors shall be the investment managers for any trust assets for which another investment manager has not been appointed. Each investment manager, including the Settlors, shall have the responsibilities of a fiduciary hereunder. 12.A.16.B. If an investment manager is so appointed, the Trustee shall pay the compensation of the investment managers from the trust assets. Each investment manager, including the Settlors, may resign at any dine upon not less than thirty (30) days written notice to the Trustee and to the Settlors or such other persons then having the right to appoint or remove the investment managers. ?-18 12.A.16.C. While an investment manager is serving, the Trustee shall have no responsibility to monitor or to consider the advisability of purchasing, retaining or disposing of any investment being managed by the investment manager. Any direction to the Trustee by an investment manager may be in writing, by telephone, by fax, or by electronic mail, a~~d the Trustee may rely on any such direction from a person purporting to be the investment manager without further inquiry by the Trustee. 12.A.17. TO EXECUTE AND DELIVER ANY AivD ALL instnzments or writings which it may deem advisable to carry out any of the foregoing powers; 12.A.18. TO EXERCISE ALL SUCH RIGHTS AND POWERS and to do all such acts and enter into all such agreements as persons owning property in their own right might lawfully exercise, do or enter into; 12.A.19. POWERS REGARDING SUBCHAPTER S STOCK: If at any time the trust estate includes shares of stock in any corporation that has elected to be governed by the provls?ons of Subchapter S of Chapter 1 of Subtitle A of the Internal Revenue Code (IRC § 1361 et seq., or any successor sections), then notwithstanding any other provision of this instrument, the trustee shall at all. times manage those shares, and administer the trust estate, in a manner that will maintain the S corporation status. To satisfy this obligation, but without limiting the discretion of the trustee to take any action to protect the S corporation status, the trustee shall act as follows: 12.A.19.A. Allocation or Distribution to Permitted Shareholders. The trustee shall allocate or distribute shares of S corporation stock only to those trusts or those beneficiaries that are permitted to be shareholders of an S corporation; 12.A.19.B. Permitted Shareholder Trust Provisions. If shares of S corporation stock are allocated to any trust created under this instrument and that trust does not otherwise qualify as a permitted shareholder under Internal Revenue Code § 1361, or any successor section, then notwithstanding any other provision of this instrument, that trust (or any portion of that trust containing S corporation stock) shall be administered so as to ensure that it is a Qualified Subchapter S Trust (QSST), an Electing Simall Business Trust (ESBT), or some other form of trust that qualifies as a permitted shareholder under Internal Revenue Code § 1361, or any successor section, other than a trust described in Internal Revenue Code § 1361 (c)(2)(A)(i). The S corporation stock in each such trust shall be held in separate share trusts (within the meaning of Internal Revenue (:ode § 663(c), or any successor section) for each beneficiary; and all other property in each trust shall bE: held in a separate trust, which shall continue to be administered in accordance with the terms of this instrument. With respect to the separate share trusts holding S corporation stock, the trustee shall make distributions of income and principal, and otherwise administer the trusts, to ensure that those trusts do not become ineligible shareholders of an S corporation. To the extent that the terms of this ir.~strument are inconsistent with those separate share trusts qualifying as permitted shareholders of an S corporation, those teens shall be disregarded; 12.A.19.C. Other Trustee Administrative Po~~ers. The trustee shall have the power (1) to enter into agreements with other shareholders or with the corporation relating to transfers of S corporation stock or the imanageiment of the S corporation; and (2) to allocate amounts received, and the tax on undistributed income, between incomme and principal. During the administration of a trust holding S corporation stock, the trustee lmay allocate tax deductions and credits arising from ownership of S corporation stock between income and principal. In making those allocations, the trustee shall consider that the beneficiary is to have the enjoyment of the property at least equal to that ordinarily associated with an income interest. 2-19 • ( Y 12.A.19.D. Beneficiary Agreement. The trustee shall not distribute any S corporation stock to any beneficiary unless, prior to that distribution, the beneficiary enters into a written agreement with the S corporation stating the following: (1) that the beneficiary will consent to any election to qualify the corporation as an S corporation; (2) that the beneficiary will not interfere with the S corporation maintaining its S corporation status; (3) that the beneficiary will not transfer the S corporation stock to any transferee who does not agree to execute a similar consent; (4) that the beneficiary will not transfer the stock in a manner that will cause a termination of S corporation status under the then applicable federal and state tax law and regulations; and (5;1 that the beneficiary will join in any attempt to obtain a waiver from the Internal Revenue S ervice of a terminating event on the grounds of inadvertence if S corporation status is inadvertently terminated and the S corporation or any shareholder desires that S corporation status should continue. 12.A.19.E. Certificate to Bear Legend. If the trustee receives any shares of S corporation stock whose stock certificates bear a legend stating that the transfer, pledge, assignment, hypothecation, or other disposition of the stock is subject. to the terms set forth in the preceding subsection, then the stock certificates shall also bear that legend ~.xrher~ the trustee distributes those shares of S corporation stock to a beneficiary. 12.A.19.F. No Disqualification of Marital Deduction. Any grant of power or discretion to the trustee under this section shall be void to the extent that said grant would cause the estate of the Deceased Settlor to lose all or part of the federal estate tax i-narital deduction, and in the event of an irreconcilable conflict between qualification of a trust as a permitted shareholder of an S corporation and qualification of that trust for the federal estate tax marital deduction, all of the S corporation's stock otherwise passing to that trust shall be distributed outright to the Surviving Settlor. 12.A.20. POWERS CONCERNING BUSINESSES: With respect to any business interest that may become a part of the trust, whether organized as a sole proprietorship, partnership, or corporation, and upon such terms, for such time, and in such manner as the Trustee may deem advisable: 12.A.20.A. To hold, retain, and continue to operate suchbusiness solely at the risk of the trust and without liability on the part of the Trustee for any losses resulting therefrom; 12.A.20.B. To dissolve, liquidate, or sell at such time and upon such terms as the Trustee deems advisable; of any business; trust; 12.A.20.C. To enlarge, diminish, or change the scope or nature of the activities 12.A.20.D. To incorporate such business and hold the stock as an asset of the 12.A.20.E. To serve as an officer, director, or employee of the business; 12.A.20.F. To authorize the participation and contribution by the business in any form of employee benefit plan, whether or not qualified as being tax deductible, as may be desirable from time to time; 12.A.20.G. To authorize mergers, reorganizations, consolidations, exchanges ~f stock and any other form of recognized business transaction involving ownership change; 2-20 ~ { 12.A.20.H. To employ such officers, managers, employees, or agents (including any beneficiary hereunder) as the Trustee deems advisable in the management of such business, including electing or employing directors, officers, or employees of the Trustee to take part in the management of such business as directors or officers or otherwise, and to pay any such person reasonable compensation for his sei~ices without regard to the fees payable too the Trustee; 12.A.20.I. To accept as correct financial or other statements rendered by the business from time to time as to its conditions and operations except when having actual notice to the contrary; 12.A.20.J. To invest additional sums from the trust in any such business even to the extent the trust may be invested largely or entirely in such business, without liability for any loss resulting from lack of diversification; 12.A.20.K. To exercise all powers as may be necessary to enable the Trustee to administer any such business interest in accordance with the provisions of this instrument; 12.A.20.L. If the business shall be unincorporated, contractual and tort liabilities arising out of the business shall be satisfied, first, out of the business and, second, out of the trust, but it is intended that in no event shall there be a liability of the Trustee, and if the Trustee shall be held liable, the Trustee shall be entitled to indemnification from the business and the trust in the order named; 12.A.20.M. The trustee shall have the powers enumerated herein notwithstanding the fact that a Trustee may also own an interest for his own account in any such business. 12.B. ALLOCATION BETWEEN INCOME AND PRINCIPAL: Except as otherwise provided herein, the Trustee may determine, when there is reasonable doubt or uncertainty as to the applicable law or the relevant facts, which receipts of money or other assets should be credited to income or principal, and which disbursements, commissions, assessments, fees and other expenses should be charged to income or principal. Administrative expenses may be allocated to income unless doing so would impose a material limitation on the beneficial enjoyment by the surviving Settlor of the income from the assets allocated to any Credit Shelter Trust for which an estate tax marital deduction is claimed or would otherwise result in a reduction in the estate tax marital deduction pursuant to § 2056(b)(4) of the Internal Revenue Code. 12.C. ANY DISTRIBUTIONS OR DIVIDENDS PAYABLE IN THE STOCK OF A CORPORATION, and rights to subscribe to securities or rights other than cash declared or issued by a corporation, shall be dealt with as principal. The proceeds from the sale, redemption or other disposition, whether at a profit or loss, and regardless of the tax treatment thereof, of any property constituting ;principal, including mortgages and real estate acquired through foreclosure or otherwise, shall normally be dealt with as principal, but the Trustee may allocate a portion of any such proceeds to income if the property disposed of produced no income or substantially less than the currentrate of return on trust investments, or if the Trustee shall deem such action advisable for any other reason. The preceding provisions of this paragraph shall not be deemed to authorize any act by the Trustee which may be a violation of any law prohibiting the accumulation of income. 12.D. NO PERSON WHO DEALS WITH ANY TRUSTEE HEREUNDER SHALL be bound to see to the application of any asset delivered to such Tl-ustee or to inquire into the authority for, or propriety of, any action taken or not taken by such Trustee. 2-21 12.E. NO DISCRETIONARY DISTRIBUTIONS TO TRUSTEE WIiO IS BENEFICIARY: Notwithstanding anything to the contrary contained herein, during such time as any current or possible future beneficiary of any trust created hereunder (other than the Settlors during the lives of both of the Settlors or the surviving Settlor with respect to the Survi.vor's Trust) inay be acting as a Trustee hereunder, such person shall be disqualified from exercising any power to make any discretionary distributions of income or principal to himself or herself (unless the discretion to make such distributions is limited by an ascertainable standard within the meaning of §2041(b)(1)(A) of the Internal Revenue Code), or to satisfy any of his/her legal obligations, or to make discretionary allocations of receipts or disbursements as between income and principal. No Trustee who is a current or possible future beneficiary of any trust hereunder (other than the Settlors during the lives of both of the Settlors or the surviving Settlor with respect to the Survivor's Trust) shall participate in the exercise of any powers of the Trustee which would cause such beneficiary to be treated as the owner of trust assets for tax purposes. 12.F. INDEI`ZNIFICATION: No Trustee shall be liable for acts or omissions in administering the trust estate or any trust created by this Declaration, except for that Trustee's own actual fraud, gross ne- gligence or willful misconduct. If any Trustee becomes liable as Trustee to any other person who is not a beneficiary in connection with any matter not within the Trustee's control and not due to the Trustee's actual fraud, gross negligence or willful misconduct, such Trustee shall be fully indemnified and held harmless by the trust estate and any trust created hereunder giving rise to such liability, as the case may be, against and in respect of any damages that such Trustee may sustain, including without limitation attorneys' fees. No successor Trustee shall incur any liability, by reason of qualifying as a Trustee hereunder, for the acts or omissions of any predecessor Trustee. 12.G. ACCEPTANCE AND RETENTION: The Trustee is authorized, but not required, to accept any property transferred to the Trustee by any person during such person's lifetime or by such person's last will and testament. Any property so transferred to, and accepted by, the Trustee shall become a part of such trust or trusts created by this Declaration as such person shall direct and may be commingled with the other property in the trust or trusts to which such property has been added and shall be held, administered and disposed of as a part of such trust or trusts. 12.H. ALLOWED TYPES OF DISTRIBUTIONS: When distribution of trust estate is made pursuant to any provision of this Trust, the Trustee is authorized and empowered in the Trustee's sole discretion to make distribution of the trust estate or of the principal of any trust created "hereunder in cash or in kind, or partly in kind, and to cause any distribution to be composed of cash, property or undivided fractional shares in property different in kind from any other distribution, and to determine the fair valuation of the property so allocated, with or without regard to the tax basis; to hold the principal of separate trusts in a consolidated fund and to invest the same as a single fund; to split trusts for purposes of allocating generation-skipping transfer (GST) tax exemptions within the meaning of Code §2642(a); and to merge any trusts which have substantially identical terms and beneficiaries, and to hold them as a single trust. The determination of the Trustee as to the value of property for the purpose of any distribution shall be binding and conclusive upon all persons who are then or may later become entitled to share in the trust estate. ARTICLE 13. ACCOUNTS OF TRUSTEE 13.A. PERIODIC ACCOUNTING: The Trustee, at any tune and from time to tune, may render to the Settlors an account of the acts and transactions of the Trustee with respect to the income and principal of any trust created hereunder, from the date of the creation of such trust or from the date of the last previous account of the Trustee. After the death of the Settlors, the Trustee, at any time and from time to time, may render an account to the living person or persons who are entitled, at the time of such account, to receive all or a portion of the income of the trusts herein created. The approval df any per. son ~_~~ ,~ - of full age, or a guardian or parent of a minor or incompetent person, to whom an account is rendered shall, as to .all matters stated therein, be final and binding upon him/her or such minor or incompetent person, or any persons claiming through him/her or. such minor or incompetent person, as the case may be. A person of full age, or a guardian or parent of a minor or incompetent person, to whom an account is rendered shall be deemed to have approved the account if he/she assents to the account in writing or if he/she does not communicate to the Trustee his/her written objections to the account within sixty days after the receipt of the account {provided the account was accoz-npanied by a notice of said sixty day period within which to raise objections). 13.B. THE SETTLORS SHALL HAVE FULL POWER AND AUTHORITY on behalf of all persons interested in any trust hereunder, whether such interest relates to income or principal, to settle any account of the Trustee. Such settlement shall be final and binding upon all persons so interested in such trust. Upon such settlement, the Trustee shall be fully and completely discharged and released from all further liability with respect to acts and transactions set forth in the account so settled. 13.C. ACCOUNTING TO COURT NOT REQUIRED: The Trustee shall r_ot be required at any time to file any account in any court, nor shall the Trustee be required to have any account judicially settled. Nothing herein, however, shall be construed as limiting the right of the Trustee or a beneficiary to seek a judicial settlement of any account. ARTICLE 14. DECISIONS OF TRUSTEE ARE CONCLUSIVE 14.A. TRUSTEE DECISIONS ARE FINAL: The determination of the Trustee in respect of the amount of any discretionary payment of income or principal from any trust established hereunder, and of the advisability thereof, shall be final and conclusive on all persons, whether or not then in being, having or claiming any interest in such trust, and upon making any such payment, the Trustee shall be released fully from all further Liability or accountability therefor. 14.B. BENEFICIAL SHARE SUBJECT TO DEDUCTION: The right of any beneficiary to any payment of income or principal shall in every case be subject to any charge or deduction which the Trustee may make against the same under the authority granted to the Trustee by any law or by this Declaration. ARTICLE 15. SIMULTANEOUS DEATH For purposes of this Declaration, any beneficiary hereunder shall be deemed to have predeceased any other person upon whose death such beneficiary shall become entitled to receive income or principal unless such beneficiary shall survive such other person by snore than 12~J hours. The provisions of this Declaration shall be construed as aforesaid, notwithstanding the pro visions of any applicable law establishing a different presumption of order of death or providing for survivorship for a fixed period as a condition of inheritance of property. ARTICLE 16. RIGHTS OF BENEFICIARIES ARE NOT ASSIGNABLE No disposition, charge or encumbrance on the income or principal of any trust established hereunder shall be valid or binding upon the Trustee. No beneficiary shall have any right, power or authority to assign, transfer, encumber or otherwise dispose of such income or principal or any part thereof until the sai-ne shall be paid to such benef ciary by the Trustee. No income or principal shall be subject in any manner to any claim of any creditor of any beneficiary or liable to attachment, execution or other process of law prior to its actual receipt by the beneficiary. l-7 j E~iRTICLE 17. DEATH BENEFITS 17.A. AUTHORITY TO COLLECT OR LITIGATE: With respect to ar.~y life insurance policy death benefits payable to the Trustee, the Trustee, upon being advised that any sum is so payable by reason of the death of either of the Settlors, shall endeavor to collect the same, and may bring a suit or action there- for, or may compromise, adjust, settle or submit to arbitration any claims therefor. The Trustee shall be entitled to reimbursement from the trust estate for expenses incurred b~~ the Trustee in collecting or attempting to collect any such sum by suit, action or otherwise. The Trust~~e, however, shall be under no duty to bring a suit or action unless the expenses of the Trustee, including attorneys' fees, shall have been advanced or guaranteed to the satisfaction of the Trustee. The Trustee may repay, out of the trust estate, any advances made by the Trustee or reimburse the Trustee for exper.~ses incurred in collecting or attempting to collect any sum as aforesaid. 17.B. I~AYMENT OF PREMIUMS: During the lives of the Settlors, the: Trustee inay, in the Trustee's discretion, apply the net income or principal of the trust estate to the payment of premiums on any life insurance policy of which the Tn1CteP Or any trust hereunder is beneficiary. If the net income ar~d principal is insufficient to pay such premiums, the Trustee may notify thE; Settlors and the beneficiaries of the trust of such insufficiency and give them the opportunity to furnish 'the necessary funds. If neither the Settlors nor any of the beneficiaries furnishes the funds necessary to 3~ay the premiums, the Trustee may, but shall not be obligated to, obtain the funds required to pay such :premiums by selling a portion of the principal of the trust estate, by borrowing on the security of such principal, by borrowing against the cash surrender value of the policy or by surrendering some policies and using the proceeds to pay the premiums on other policies. The Trustee also is authorized to convert such policies to paid-up or extended term insurance if the trust estate does not have the necessary funds to pay the premiums. If no funds are available for the payment of the premiums of any insurance x-olicy, the Trustee may assign ownership of such policy to the then living issue of the Settlors. 17.C. RESERVATION OF RIGHTS. The Settlors retain, during their lives, all of the rights, options and privileges reserved to or conferred upon them by the terms of said insurance policies, including without limitation the right to borrow upon and pledge such policies, to change the: beneficiary thereof, to convert such policies into other forms of insurance, to collect the cash value thereof, to permit or direct the same to lapse, and to receive dividends and other lifetime benefits of any kind payable to them by the terms thereof. The Settlors may exercise the foregoing rights without the consent of the Trustee or any beneficiary. hereunder. 17.D. RETIREMENT $ENEFITS: The following provisions concern retirement benefits that become distributable to the Trustee (whether directly or through the Settlors' esi:ates) by reason of the death of either of the Settlors. As used herein, "retirement benefits" means amounts held in or payable pursuant to a plan (of whatever type) qualified under Section 401 of the Internal F:evenue Code, or an individual retirement arrangement under Section 408 of the Code, or a tax sheltered annuity under Section 403 of the Code, or any other benefit plan subject to the distribution rules of f3 401(a){9) of the Code, or the corresponding provisions of any subsequent Federal tax law. 17.D.1. REQUIRED MINIMUM DISTRIBUTIONS rROM IRAS aR OTHER QUALIFIED FLANS: Notwithstanding any other provision herein, the Required Minimum Distribution amount fi om any Qualified Retirement Plan or Individual Retirement Account which is p~iyable to this trust shall be paid to the surviving Settlor pursuant to the rules set forth in Internal Revenue Code §s 1.401(a)(9)-l, D-~, D-6, D-7 and H-7. 2-24 r ~ { 17.D.2. RETIREMENT PLAN DOCUMENTATION: The trustee, the Custodian of any Individual Retirement Plan payable to this trust, and the trustees of any Qualified Retirement Plan payable to this trust, shall conform to the documentation requirements set forth in Internal Revenue Code § § 1.401(x){9}- 1, D-5, D-6, D-7 and H-7. 17,D.3, EXCESS DISTRIBUTIONS: The trustee, the Custodian of any Individual_ Retirement Plan payable to this trust, and the trustees of any Qualified Retirement Plan payable to this trust may make distributions in any given year or years in excess of the Required Minimum Distribution amounts, without limitation. 17.D.4. DESIGNATED BENEFICIARY: The Trustee is authorized to identify and designate the person who, pursuant to the regulations under § 401(x)(9}, is the "designated beneficiary" whose life expectancy may be used to measure payments to any trust. 17.D.5. ROLL OVER PROVISIONS: If either of the Settlors survives the other and retirement benefits are di st_ributabl_e to th e Trustee either directly or through the Settlors' estates {other than by reason of disclaimers by the surviving Settlor) the Trustee (other than the surviving Settlor) is authorized, but not directed, in the absolute discretion~of the Trustee, to distribute the right to all or part of such benefits outright to the surviving Settlor, or to disclaim all or part of such benefits, and any benefits so disclaimed shall be payable to the surviving Settlor outright, and the surviving Settlor may exercise any right to determine the manner and timing of payment of such distributed or discl~~.imed benefits that is available to the recipient of the benefits. In exercising this discretionary power, i:he Trustee may, but need not, consider solely the needs and desires of the surviving Settlor and not those of any other beneficiary. The Settlors hope that the Trustee will consider distributing or disclaiming if the surviving Settlor wishes to "roll over" the benefits to an individual retirement arrangement and such. distribution or disclaimer will help effectuate the rollover, but this precatory expression shall not limit the discretion of the Trustee and it is not meant to direct a distribution or disclaimer even if the surviving Settlor wishes to "roll over" the benefits. ARTICLE 18. GST ALLOCATIONS 18.A. The Trustee may allocate any amount of the exemption frorn generation-skipping transfer (GST) taxes under Code § 2631(x) to such property of which the deceased. Settlor is the transferor as they may select; whether or not such property passes hereunder, under the last will and testament of the deceased Settlor, or otherwise. 18.A.1. Whenever the Trustee allocates any amount of GST exemption of a deceased Settlor (within the meaning of Code § 2631) to property passing to a trust hereunder (including ~with.out limitation a separate trust described herein), the Trustee may divide such property into two fractional shares equal respectively to the applicable fraction and the inclusion ratio (within the meaning of Code ~ 2642(a}) that would result for such trust if said amount were allocated to such property without such division, and to allocate said exemption entirely to the share equal to said <~pplicable fraction. Said shares shall be held and administered by the Trustee as separate trusts (with otherwise identical terms). The purpose of this paragraph is to provide an inclusion ratio (within the ine~~.ning of Code 5 2642(x)(1)) of zero for the separate trust receiving the fractional share to which the allocation is made, and if that trust is a trust described in Code § 2652(x)(3), to enable the Trustee to lnakc~ the election described in that Section with respect to it as a separate mist. 2-25 { 18.A.2. Separate trusts with identical terms created pursuant to tl~.is Article maybe invested in different ways and the pattern of discretionary distributions in one trust need not be followed in the other. The Trustee may hold said separate trusts in solido or may combine them into a single trust at any time during the administration of the trusts. 18.A.3. Whenever two trusts hereunder are directed to be corribined into a singt_e trust (for example, because property of one trust is to be added to the other trust;i, if said trusts have different inclusion ratios with respect to any common transferor or have different transferors for GST tax purposes, the Trustee, instead of combining said trusts, may administer them as two separate trusts with identical terms in accordance with the provisions that would have governed the combined trusts. If anyone adds property to a trust hereunder, the Trustee may hold the added property as a separate trust with terms identical to the trust to which it would have been added. 18.A.4. The Trustee, at any time during the administration of any trust hereunder, Inay divide such trust into two or more fractional shares, which shall thereafter be administered as separate trusts with identical terms, whenever the Trustee shall determine that the division nay help reduce GST tax or ease administrative problems resulting from the tax. For example, a trust with different transferors maybe divided into separate trusts corresponding to the separate trusts described in Code § 2654(b)(1); a trust with an inclusion ratio between zero and one may be divided into separate trusts corresponding to the undivided trust's inclusion ratio and applicable fraction as defined in Code § 2642(a); and any trust that will. be includible in the gross estate of the surviving Settlor inay be divided to permit the surviving Settlor or the executor, administrator or legal representative of the estate of the surviving Settlor to allocate some or all of the GST exemption of the surviving Settlor to one of such separate trusts, and the size of the trusts maybe determined with reference to the GST exemption so allocated, so that one of such trusts has an. inclusion ratio of zero with respect to the surviving Settlor as transferor. ARTICLE 19. TRUST NOT TO BE CONTESTED 19.A. If any beneficiary under this Declaration, alone or in conjun<;tion with any other person or persons, contests, obstructs, or otherwise resists the distribution hereof as set forth herein, or starts or joins in any proceeding seeking to avoid or set aside any dispositive provision under this Declaration, under any trust created hereunder, or under the last will and testament of~ either of the Settlors, or seeks to obtain an adjudication in any proceeding in any court that any dispositive provision of this Declaration, any trust created hereunder, or the last will and testament of either of the Settlors is void, then that person's right to take any interest given to hiin or her by this Declaration shall be deten-nined as if such person had predeceased the execution of this Declaration without surviving issue. The provisions of this Article shall not apply to any disclaimer by any person of any benefit undf;r this Declaration or under any will. 19.B. The Trustee may defend, at the expense of the trust estate, an~,~ contest or other attack of any nature on this Declaration, any trusts created hereunder or the last will and testament of either of the Settlors or any provision thereof. ARTICLE 20. CONSTRUCTION 20.A. GOVERNING LAt~': The validity and construction of this Declaration and the trusts created hereunder shall initially be governed by the laws of the Commonwealth of Pennsylvania, and all rights of the persons who now or later may become entitled to share in the principal or income of the trust estate shall be determined in accordance with those laws unless and until selection of another situs has been made. If the Settlors, while both alive, at any time change their place of lf~gal residence, then the validity and construction of this Declaration and the trusts created hereunder, ar.~d all rights of the persons who 2.26 S ~ now or later may become entitled to share in the principal or income of 1:he trust estate, shall from that time forward be governed by the laws of such jurisdiction unless and until selection of another situs has been made. In addition, the Trustee may at any time select that situs of governing law as in the Trustee's sole opinion best carries out the Settlors' purposes and may change that ~;itus whenever it seems best to the Trustee, regardless of anything in this Declaration to the contrary. An~,~ provision herein which refers to a statute, rule, regulation or other specific legal reference which is no longer in effect at the time said provision is to be applied shall be deemed to refer to the successor, replacement or amendment to such statute, rule, regulation or other reference, if any. 20.B. CHILDREN: The words "child" and "children," wherever i~.sed in this Declaration, shall include not only the child and children of the person or persons designatE;d, but also the legally adopted child and children of such person or persons, at the time in question. The word "issue," wherever used in this Declaration, shall include not only the child, children and issuf; of the person or persons de- signated, but also the legally adopted child and children of such person or persons and the child, children or issue thereof, at the time in question. References to the Settlors' "child," "children," and "issue" shall include child, children and issue hereafter born, and where any property is to be paid or distrib~ated hereunder to a child, children or issue of the Settlors, the same shall bc~ paid and distributed in equal shares, per stirpes. 20.C. DETERMINATION OF INCAPACITY: For purposes of this Declaration, the disability or incapacity of an individual (including either of the Settlors or any l,rustee) shall be conclusively established by a written statement signed by such individual's then attending physician and filed with the records of any trust established hereunder attesting that, in such physici<~.n's opinion, such individual is unable to manage his/her affairs. Such written statement shall be conclusive evidence of such fact, and any third party may rely on same in dealing with any trust established hereunder and shall not be obliged to inquire whether such individual is no longer under such disability or' incapacity at the time of such dealings. 20.D. GENDER: Wherever used in this Declaration and the context so requires, the masculine shall include the feminine and the singular shall include the plural, and vice ~~ersa. 20.E. CAPTIONS: The captions in this declaration are for convenie~zce of reference, and they shall not be considered when construing this Declaration. 20.F. PERPETUITIES CLAUSE: If under any of the provisions of this Declaration any portion of the trust estate would be held in trust beyond a date Twenty-One years after the death of the last survivor of the Settlors and the issue of the Settlors and other beneficiaries hereunder in being upon the death of the surviving Settlor; then, upon such date, the trust of such portion shall terrYiinate and the principal, and a.ny unpaid income thereof, shall be paid and distributed to the person or persons then living who would have been entitled to receive the income therefrom had the trust continued, i~l the proportions to which they would have been so entitled. ARTICLE 21. BINDING EFFECT This Declaration shall extend to and be binding upon the heirs, executors, administrators, successors and assigns of the undersigned Settlors and upon the Trustee acting hereunder. ~_~7 ~~ ~ ~N WITNESS WHERE®F, this Declaration has been duly executed as of the date first above written. ~' %J .~~ ~ fie' ~ - /~~ ., j ,. ~•- ~~~~ -'-y,.. f _- ~ % 1. ~4 • /!~/J - ~ 1 7L,C~i ~L•C....~j! ~~i ~f~G' ALL'' RAYMOND EDW RD ATI~TO, Settlor IREN~ OLGA ATT ~ ,Settlor 1 he Trustee(s) agree(s) to hold in trust,. manage and distribute all property at any time added to the trust by the Settlors, or any other person, as provided in this Declaration. --, z f~ ~~' _ .-{ RAYlVi ND EDWARD ATNO, Trustee IRENE OLGA ATNC~; Trustee COMMONWEALTH OF PENNSYLVANIA COUNTY OF CUMBERLAND, ss. On tlus day of ; ~. ~;~ % ~ , 20 ~; ;,z , before me, the ~ur~derSlgned officer, personally appeared RAYMOND EDW ,~ ATNO, known to me (or satisfactorily proven) to be the person whose name is subscribed to the within instr~lnent, and acknowledged that he/she executed the same for the uses and purposes therein contained. IN WITNESS WHEREOF I hereunto set my hand and official seal. Notary ublic My commission expires on COMMONWEALTH OF PENNSYLVANIA COUNTY OF CUMBERLAND, ss. -----~-~ _ ~~y~ _-- - -- a ~ ~p~i~~~s~a~ ~~Psre~ ~a~o ~~9 ~~"`~n{n''` ~ ~~. .,t.;,~ ... , . s•'~ ~r,'iy On this 1.~ da of , ~~.~ ;~;:~•; y 20 ~.~ , before me the undersigned officer, personall_y- > > appeared IRENE OLGA AT`I~tO, known to me (or satisfactorily proven) to be the person whose name is subscribed to t he witl~~ir~ instru~~~ent, and acknowledged that he/she executed th e sar~~e for the uses and purposes therein contained. IN WITNESS WHEREOF I hereunto set Iny hand and official seal. z. ~._ `'~~ Notary Public My commission expires on,! ~~~~ ~~ ~;' 2-28 Martha B. Walker, Esquire mbw@wcslawoffice.com Michael J. Connor, Esquire mjc@wcslawoffice.com David F. Spang, Esquire dfs@wcslawoffice.com June 9, 2011 Cumberland County Courthouse Register of Wills 1 Courthouse Square Carlisle, PA 17013 Re: Estate of Irene O. Atno File No.: 21 10 0861 Dear Register, of Wills: Z47 Lincoln Way East Chambersburg, PA 17201 ~717~ 262-2185 Fax (717) 262-2187 Stacey A. Shank Paralegal Julie M. Metz Estate Paralegal Please find one original and one copy of the REV 1500 for filing in the above-referenced matter, along with a check for $15.00. I have also enclosed the signature page for you to time-stamp and return to me in the enclosed envelope. Very truly yours, J lie M. Metz state Paralegal ~ ~ ' ~ En losures F-- ~ _ U ~ pG t - ~.,._, [ i~ - ._.. , _ L ` td ' ri ~ 1~ a~ V ~ c .._,; .~- . ~,.~.. <= ;~z , . ~.. ~~ ~~ C~ rJ. ~.- r- ~3 r- 1''- oQ :~ f~ .~ , Q. '7 ~ ~ a ~~~,~ ~ ~ n, 4~ m ~ ~ ~, ~ fs ~ ~ o~,N~ ~ ~ ~ ~~ 'ice tJu~ ~: f4_ _ .. _J _ ~ ~~ ~l ~.,.. . ~ 1-'L-~ I~a~! ~R ~ c~ ~ o O N ~- * r- v N o ti ~ ~ w ~- ,.n m ti Q ~ N Q" N N C ~~ N O ~ N C ~ t^ J ~ N ti ti L V .~ ` O a Z -~~ f ~ a o U~ 0 ~, ,,: a u' ~: ~~_ \ ~''-• J ~J ~A ~ ~- Y~ ~ r ~- ~ ~ ....., ~ c~ ~,~ -~1-. ~ ~ ~-" ~ J u ~ ~~