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HomeMy WebLinkAbout06-22-11J 1505610148 REV-1500 Ex (°'-'°' PA Department of Revenue OFFICIAL USE ONLY Bureau of Individual Taxes County Code Year File Number Po Box Zsosol INHERITANCE TAX RETURN 21 10 0 4 4 3 Harrisburg, PA 17128-0601 RESIDENT DECEDENT ENTER DECEDENT INFORMATION BELOW Social Security Number Date of Death MMDDYYYY Date of Birth MMDDYYYY 186-14-5791 03172010 06051922 Decedent's Last Name Suffix Decedent's First Name M I POTTEIGER, JR- ELMER H (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 ^ 4. Limited Estate ^ 4a. Future Interest Compromise (date of ^ prior to 12-13-82) 5. Federal Estate Tax Return Required 6. Decedent Died Testate ~ death after 12-12-82) 7. Decedent Maintained a Living Trust 0 8 Total N b f S f D (Attach Copy of Will) (Attach Copy of Trust) . um er o a e eposit Boxes ^ 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 LAUREN V . FRICK, V - P • ~~.~_~~ ~_ ~I_r-n First line of address PNC BANK, N - A • , EXECUTOR Second line of address P•0. BOX 3822 City or Post Office LANCASTER State ZIP Code PA 176043822 correspondent's a-mail address: W W W• L A U R E N. F R I C K a1i P N C- C O M ...j REGISTER CS USE ON~If J ~7 r. - . --;-~ "r .~ ~ ~ti .:. . y ' 3 i ,,.7 , . ~ ---i , , ,. ~.. DATE FILED 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 orrect and complete. Declaration of preparer other than the personal representative is based on all information of which preparer has any knowledge. SIG F PERSO PON BLE ~ R FILIN RN ATE BY ~~ , ~ ~I ADDR S PNC BANK, N.A., EXECUTOR, P.0- BOX 3822, LANCASTER, PA 17604 JICiNA I uKE UI- PREPARER OTHER THAN REPRESENTATIVE DATE HUUKCJJ PLEASE USE ORIGINAL FORM ONLY Side 1 1505610148 1505610148 9M4647 4.000 :~ t~~~ _; :~:: ~:7 C-'l ~...- "~- 1505610248 REV-1500 EX Decedent's Social Security Number 186-14-5791 Decedents Name: P O T T E I G E R, J R E M FR H RECAPITULATION 1. Real Estate (Schedule A) 1 0 • 0 0 2. Stocks and Bonds (Schedule B) . 2. 31.0 2 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. 7 9 3 , 4 6 9. 4 5 6. Jointly Owned Property (Schedule F) ~ Separate Billing Requested 6 0 • 0 0 7. Inter-Vivos Transfers & Miscellaneous Non-Probate Property (Schedule G) ~ Separate Billing Requested 7. ], 21, 0 91.6 0 8. Total Gross Assets (total Lines 1 through 7) 8 914 , 5 9 2 . ^ 7 9. Funeral Expenses and Administrative Costs (Schedule H) , , g 6 0 , 7 0 7 • 16 10. Debts of Decedent, Mortgage Liabilities, and Liens (Schedule I) . 10 ], , 16 0 • 3 2 11. Total Deductions (total Lines 9 and 10) , 11. 61, , 8 6 7 • 4 8 12. Net Value of Estate (Line 8 minus Line 11) 12. 8 5 2 , 7 2 4 - 5 9 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. 8 5 2 , 7 2 4 • 5 9 TAX COMPUTATION -SEE INSTRUCTIONS FOR APPLICABLE RATES 15. Amount of Line 14 taxable at the spousal tax rate, or transfers un~er Sec. 9116 15. 16. Amount of Line 14 t xable o 4~ at linealratex . 852,724.59 16 17. Amount of Line 14 taxable . at sibling rate X .12 0 • 0 Q 18. Amount of Line 14 taxable 17. at collateral rate X .15 0 . Q Q 18. 19. TAX DUE 19. 20. FILL IN THE BOX IF YOU ARE REQUESTING A REFUND OF AN OVERPAYMENT Side 2 1505610248 9M4648 4.000 1505610248 0.00 38, 372.61 0.00 0.00 38 , 372.61 J REV-1500 EX Page 3 File Number Total Credits (A + g) (2) 3 9 , 0 0 0.0 0 3. Interest (3> 0.00 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) 6 2 7 • 3 9 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; ® ^ b. retain the right to designate who shall use the property transferred or its income; ® ^ 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? . ^ 3. Did decedent own an "in trust for" or payable-upon-death bank account or security at his or her death? ^ 4. Did decedent own an individual retirement account, annuity, or other non-probate property, which contains a beneficiary designation? ® ^ IF THE ANSWER TO ANY OF THE ABOVE QUESTIONS IS YES, YOU MUST COMPLETE SCHEDULE G AND FILE IT AS PART OF THE RETURN. For dates of death on or after July 1, 1994, and before Jan. 1, 1995, the tax rate imposed on the net value of transfers to or for the use of the surviving spouse is 3 percent [72 P.S. X9116 (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. X91 16 (a) (1.1) (ii)]. The statute does not exempt a transfer to a surviving spouse from tax, and the statutory requirements for disclosure of assets and filing a tax return are still applicable even if the surviving spouse is the only beneficiary. For dates of death on or after July 1, 2000: • The tax rate imposed on the net value of transfers from a deceased child 21 years of age or younger at death to or for the use of a natural parent, an adoptive parent or a stepparent of the child is 0 percent [72 P.S. >~9116(a)(1.2)]. • The tax rate imposed on the net value of transfers to or for the use of the decedent's lineal beneficiaries is 4.5 percent, except as noted in 72 P.S. §9116(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. 9M4671 2.000 Tax Payments and Credits: 1. Tax Due (Page 2, Line 19) (1) 3 8 , 3 7 2.61 2. Credits/Payments A. Prior Payments 3 7, 4 0 0.0 0 B. Discount _ y , 6 0 0.0 0 REV-1503 EX + (6-98) COMMONWEALTH OF PENNSYLVANIA INHERITANCE TAX RETURN RESIDENT DECEDENT SCHEDULE B STOCKS & BONDS ESTATE OF FILE NUMBER Elmer H Potteic7er Jr . 21 10 0443 All property jointly-owned with right of survivorship must be disclosed on Schedule F. 3wasss ~.ooo (If more space is needed, insert additional sheets of the same size) REV-1508 EX+ (6-98) SCHEDULE E COMMONWEALTH OF PENNSYLVANIA CASH, BANK DEPOSITS & MISC INHERITANCE TAX RETURN RESIDENT DECEDENT , . PERSONAL PROPERTY ESTATE OF FILE NUMBER Elmer H Potteiger, Jr. 21 10 0443 Include the proceeds of litigation and the date the proceeds were received by the estate. All property jointly-0wned with the right of survivorship must be disclosed on Schedule F. ITEM NUMBER VALUE AT DATE DESCRIPTION OF DEATH 1 PNC Bank, N.A. Checking Account #51-1270-1162 122,676.01 Interest accrued to 3/17/2010 27.47 2 Cash found in decedent's home 1,157.23 3 Tangible Personal Property located at 2100 Bent Creek Road, Mechanicsburg, PA - clothing of no value 0.00 4 Security Rare Coins - proceeds from sale of Coin Collection 3,194.00 5 Pacificare Life ~ Health Insurance Company - refund unearned premium on health insurance policy #P00013806 137.88 6 The Bridges At Bent Creek - partial refund of prepaid monthly fees 1,423.11 7 Aetna Medicare - refund under pharmacy policy 118.52 8 Allianz Life Insurance Company Annuity Policy #70352764 Beneficiary - Decedent's Estate Cash Value Per Statement Attached 45,787.58 9 Allianz Life Insurance Company Annuity Policy #70352871 Beneficiary - Decedent's Estate Cash Value Per Statement Attached $134,577.04 Death Benefit $ 2,139.71 136,716.75 10 Allianz Life Insurance Company Annuity Policy #70390776 Beneficiary - Decedent's Estate Cash Value Per Statement Attached $331,835.47 Death Benefit $ 7,767.57 339,603.04 11 National Western Life Annuity Policy #0101087132 Beneficiary - Decedent's Estate Cash Value Lump Sum Payment Per Letter Attached 32,483.40 Total from continuation schedules I 110,144.46 3W46AD 1.000 TOTAL (Also enter on line 5 Recapi~ (If more space is needed, insert additional sheets of the same size) 793,469.45 Estate of: Elmer H Potteiger, Jr. 21 10 0443 Schedule E (Page 2) Item Value at Date No. Description of Death 12 Old Mutual Financial Life Insurance Company Annuity Policy #L9145396 Beneficiary - Decedent's Estate Cash Value Per Statement Attached 49,693.03 13 Sun Life Financial Annuity Policy #KA14036162-O1 Beneficiary - Decedent's Estate Indexed Value Per Letter Attached 60,451.43 Total (Carry forward to main schedule) 110,144.46 REV-1510 EX+(08-09) SCHEDULE G pennsylvania DEPARTMENT OF REVENUE INTER-VIVOS TRANSFERS AND INHERITANCE TAX RETURN MIS(;, NON-PROBATE PROPERTY RESIDENT DECEDENT ESTATE OF FILE NUMBER Elmer H Potteiger, Jr. 21 10 0443 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 NUMBS DESCRIP110N OF PROPERTY INCLLOETFEN4MEOFTHETRANSFEREE, THEIR RELATIONSHIP TO DECEDENT AND TrE DATE OF TRANSFER. ATTACHA COPY OF THE DEED FOR REAL ESTATE. DATE OF DEATH VALUE OF ASSET %OF DECD'S INTEREST EXCLUSION IF APPLICABLE TAXABLE VALUE ~• Decedent and his Wife, Adonna D. Potteiger (Died 12/03/2005) , created a Revocable Living Trust Agreement dated December 31, 2003 and General Amendment dated April 8, 2004 with Elmer H. Potteiger and Adonna D. Potteiger as Co-Trustees (Caroline A. Stoner is Successor Trustee). Copies of Trust Agreement and General Amendment Attached (Page 10 of the Trust Agreement could not be included as a copy was never found with the decedent's papers) Consisting of: PNC Bank, N.A. Checking Account #50-7008-3262 I/N/O Elmer ~ Adonna Potteiger Trust 8,275.65 100.0000 0.00 8,275.65 Interest accrued to 3/17/2010 0.02 100.0000 0.02 2 PNC Bank, N.A. Money Market Account #50-0080-9865 I/N/O Elmer ~ Adonna Potteiger Trust 4,644.33 100.0000 0.00 4,644.33 Interest accrued to 3/17/2010 ------------------------------ 0.02 100.0000 0.02 Total from continuation sched les 108,171.58 9W46AF 2.000 TOTAL (Also enter on line 7, Recapitulation) $ If more space is needed, use additional sheets of paper of the same size. 121,091.60 Estate of: Elmer H Potteiger, Jr. Schedule G (Page 2) Item DOD Value No. Description of Asset $ Interest Exclusion 3 National Western Life Annuity Policy #0101087133 Beneficiaries - 20$ to Caroline A. Stoner, and 16~ each to Cindy L. Johnson, Nicole Johnson, Cathy Watkins (now Fanus), Christina Watkins ~ Nathaniel Watkins Cash Value Lump Sum Payment Per Letter Attached 108,171.58 100.0000 0.00 21 10 0443 Taxable Value 108,171.58 Total (Carry forward to main schedule) 108 171.58 REV-1511 EX+ (10-09) pennsylvania SCHEDULE H DEPARTMENTOF REVENUE FUNERAL EXPENSES AND INHERITANCE TAX RETURN ADMINISTRATIVE COSTS RESIDENT DECEDENT ESTATE OF FILE NUMBER Elmer H Potteiaer, Jr. 21 10 0443 Decedent's debts must be reported on Schedule I. ITEM NUMBER DESCRIPTION AMOUNT A. FUNERAL EXPENSES: 1, Hetrick Cremation Services of Central Pennsylvania, Inc. -balance due for funeral services 736.42 B. ADMINISTRATIVE COSTS: 1. Personal Representative Commissions: 33 , 200.27 Name(s) of Personal Representative(s) pNC Bank , N . A . Street Address P. O. Box 3822 City Lancaster State PA ZIP 17604-3822 Year(s) Commission Paid: 2011 2. Attorney Fees: 25, 202.93 3. Family Exemption: (tf decedent's address is not the same as claimant's, attach explanation.) Claimant Street Address City State ZIP Relationship of Claimant to Decedent 4. Probate Fees: 923.50 5. Accountant Fees: 6. Tax Return Preparer Fees: 7. 1 Register of Wills of Cumberland County - cost of 2 short certificates 20.00 Total from continuation schedules I 624.04 TOTAL (Also enter on Line 9 Recapitulation) ~ $ 60 , 707 16 9W46AG 2.000 If more space is needed, use additional sheets of paper of the same size. Estate of: Elmer H Potteiger, Jr. 21 10 0443 Schedule H Part 7 (Page 2) 2 Stevens ~ Lee, P.C. - reimbursement of miscellaneous expenses 36.74 3 Reserve for miscellaneous administration expenses 300.00 4 Stevens ~ Lee, P.C. - reimburse payments for cost to publish legal advertisement of estate The Sentyinel and Cumberland Law Journal 287.30 Total (Carry forward to main schedule) 624.04 REV-1512 EX + (12-08) pennsylvania DEPARTMENT OF REVENUE INHERITANCE TAX RETURN RESIDENT DECEDENT SCHEDULEI DEBTS OF DECEDENT, MORTGAGE LIABILITIES ~ LIENS ESTATE OF FILE NUMBER Elmer H Potteiger, Jr. 21 10 0443 Report debts incurred by the decedent prior to death that remained unpaid at the date of death, including unreimbursed medical expenses. swasAH 2.00o 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: FILE NUMBER: Flmar F~ S~nti-cirTCr .Tr n~ ,n n..-, RELATIONSHIP TO DECEDENT ,,, AMOUNT OR SHARE NUMBER NAME AND ADDRESS OF PERSON(S) RECEIVING PROPERTY Do Not List Trustee(s) OF ESTATE TAXABLE DISTRIBUTIONS [Include outright spousal distributions and transfers under Sec. 9116 (a) (1.2).] 1. Caroline A. Stoner 317 Beaver Road Harrisburg, PA 17112 PNC Bank, N.A. Checking Account #50-7008-3262 I/N/O Elmer ~ Adonna Potteiger Trust 20$ Interest: 1,655.12 PNC Bank, N.A. Money Market Account #50-0080-9865 I/N/O Elmer b Adonna Potteiger Trust 20~ Interest: 928.87 National Western Life Annuity Policy #0101087133 20~k Interest: 21,634.33 One Third of Residue: 243,877.65 Daughter 268,095.97 ENTER DOLLAR AMOUNTS FOR DISTRIBUTIONS SHOWN ABOVE ON LINES 15 THROUGH 1 8 OF REV-1500 COVER SHEET, AS APP ROPRIATE. II NON-TAXABLE DISTRIBUTIONS A. SPOUSAL DISTRIBU110NS UNDER SECTION 9113 FOR WHICH AN ELECTION TO TAX IS NOT TAKEN: 1. B. CHARITABLE AND GOVERNMENTAL DISTRIBUTIONS: 1. TOTAL OF PART II -ENTER TOTAL NON-TAXABLE DISTRIBUTIONS ON LINE 13 OF REV-1500 COVER SHEET. $ 0.00 9W46AI 2.000 "'"'" .,r,..,., '~+ "~-~-~+~-~+~ VJG OVVIUVIIQI aiicc~a V~ LJd~JCI VI uie carne size. Estate of: Elmer H Potteiger, Jr. Schedule J Part 1 (Page 2) Item No. Description 2 Cindy L. Johnson 5716 Oak Avenue Harrisburg, PA 17112 PNC Bank, N.A. Checking Account #50-7008-3262 I/N/O Elmer ~ Adonna Potteiger Trust 16~ Interest: 1,324.11 PNC Bank, N.A. Money Market Account #50-0080-9865 I/N/O Elmer ~ Adonna Potteiger Trust 16~ Interest: 743.10 National Western Life Annuity Policy #0101087133 16~ Interest: 17,307.45 Two Thirds of Residue: 487,755.32 3 Nicole Johnson 5716 Oak Avenue Harrisburg, PA 17112 PNC Bank, N.A. Checking Account #50-7008-3262 I/N/O Elmer & Adonna Potteiger Trust 16$ Interest: 1,324.11 PNC Bank, N.A. Money Market Account #50-0080-9865 I/N/O Elmer ~ Adonna Potteiger Trust 16$ Interest: 743.10 National Western Life Annuity Policy #0101087133 16~ Interest: 17,307.45 Relation Granddaughter Gr.Granddaughter 21 10 0443 Amount 507,129.98 19,374.66 Estate of: Elmer H Potteiger, Jr. 21 10 0443 Schedule J Part 1 (Page 3) Item No. Description Relation Amount 4 Cathy Watkins (now Fanus) 25 Rocky Ridge Road Dillsburg, PA 17019 PNC Bank, N.A. Checking Account #50-7008-3262 I/N/O Elmer & Adonna Potteiger Trust 16~ Interest: 1,324.11 PNC Bank, N.A. Money Market Account #50-0080-9865 I/N/O Elmer ~ Adonna Potteiger Trust 16~k Interest: 743.10 National Western Life Annuity Policy #0101087133 16~ Interest: 17,307.45 Granddaughter 19,374.66 5 Christina Ann Watkins 110 Slover Road Mechanicsburg, PA 17055 PNC Bank, N.A. Checking Account #50-7008-3262 I/N/O Elmer ~ Adonna Potteiger Trust 16~ Interest: 1,324.11 PNC Bank, N.A. Money Market Account #50-0080-9865 I/N/O Elmer ~ Adonna Potteiger Trust 16~ Interest: 743.10 National Western Life Annuity Policy #0101087133 16$ Interest: 17,307.45 Gr.Granddaughter 19,374.66 Estate of: Elmer H Potteiger, Jr. Schedule J Part 1 (Page 4) 21 10 0443 Item No. Description Relation Amount 6 Nathaniel Jacob Watkins 110 Slover Road Mechanicsburg, PA 17055 PNC Bank, N.A. Checking Account #50-7008-3262 I/N/O Elmer ~ Adonna Potteiger Trust 16$ Interest: 1,324.11 PNC Bank, N.A. Money Market Account #50-0080-9865 I/N/O Elmer ~ Adonna Potteiger Trust 16~ Interest: 743.10 National Western Life Annuity Policy #0101087133 16~ Interest: 17,307.45 Great Grandson 19,374.66 LAST WILL AND TESTAMENT OF ELMER H. POTTEIGER I, ELMER H. POTTEIGER, of Mechanicsburg, Cumberland County, Pennsylvania, declare this to be my Last Will and Testament, hereby revoking all Wills and Codicils at any time heretofore made by me. FIRST: Tangible Personal Property. I give my tangible personal property in the following shares: A. Atwo-thirds (2/3) share to my granddaughter, CINDY L. JOHNSON (my "Granddaughter"), now of Harrisburg, Pennsylvania, if she survives me by thirty (30) days; but if she should not so survive me, then such share shall be distributed to my daughter, CAROLINE A. STONER (my "Daughter"), now of Harrisburg, Pennsylvania, if she so survives me; but if neither persons so survive me, then such share shall be distributed under Paragraph D. hereof. B. A one-third (1/3} share to my Daughter, CAROLINE A. STONER, now of Hamsburg, Pennsylvania, if she survives me by thirty (30) days; but if she should not so survive me, then such share shall be distributed to my Granddaughter, CINDY L. JOHNSON, now of Harrisburg, Pennsylvania, if she so survives me; but if neither so survive me, then such share shall be distributed under Paragraph D. hereof. C. If my Daughter and my Granddaughter each take shares in such tangible personal property, then distribution shall be made to them as they may agree at the values for Page 1 such items as determined by my Executor. In the absence of such agreement, my Executor shall determine the particulars of such distributions, to be fulfilled, either in-kind or through liquidation, in whole or in part, as may be practical, in its discretion.. D. If neither my daughter, CAROLINE A. STONER, nor my granddaughter, CINDY L. JOHNSON , so survive me by thirty (30} days, then such tangible personal property shall become a part of the residue of my Estate, to be sold or to be distributed in-kind as my Executor shall deem appropriate, after taking into consideration expressions of interest by beneficiaries in particular items at the values established by my Executor. SECOND: Residue. I give the residue of my estate, after the payment or satisfaction of the bequests set forth above, as follows: A. Two-thirds (Z/3) of the residue to my granddaughter, CINDY L. JOHNSON (my "Granddaughter"}, now of Hamsburg, Pennsylvania, if she survives me by thirty (3 0) days; but if she should not so survive me, then such share shall be distributed to her then-living issue, per stirpes. B. One-third (1/3) of the residue to my Daughter, CAROLINE A. STONER, now of Harrisburg, Pennsylvania, if she survives me by thirty (30) days; but if she should not so survive me, then such share shall be distributed to my Granddaughter, CINDY L. JOHNSON, now of Harrisburg, Pennsylvania, if she so survives me; but if neither so survive me, then such share shall be distributed to the then-living issue of my Granddaughter, CINDY L. JOHNSON, per stirpes. Page 2 THIRD: Negative Bequest. I hereby declare my intention that, under no circumstances, shall my granddaughter Kathy Fanus, or any of her descendants, or any other persons deriving rights from her, inherit anything under this Will or from my Estate. It is my :intention and expectation to exclude Kathy Fanus and such persons from any benefit upon my death. FOURTH: Protective Trusts. The interests or shares distributable to any person who has not then attained the age of thirty-five (35) years of age (a "Beneficiary"), shall be held, administered and distributed for the Beneficiary, IN TRUST, NEVERTHELESS, by my Trustee, hereinafter nominated, in a separate trust for that Beneficiary, as follows: A. Distribution of Income and Principal. My Trustee shall pay to or for the benefit of each Beneficiary so much of the net income and principal of such Beneficiary's trust in such proportions and at such times as my Trustee, in the discretion of such Trustee, may deem advisable for such Beneficiary's health, maintenance, support, and complete education through the college level, including preparatory and vocational education. On an annual basis any income not paid for such purposes shall be added to principal and invested as such. In addition, my Trustee may use so much of the income and principal of such Beneficiary's trust as my Trustee may deem advisable for the graduate or professional education of such Beneficiary, to pay all or any part of such Beneficiary's wedding expenses, or to assist such Beneficiary in the purchase of a home or in entering a profession or a business considered a good risk by my trustee. Page 3 I3. Withdrawal of Principal. Notwithstanding the foregoing provisions, after reaching age 25, such Beneficiary may withdraw one-third (1/3) of the principal of such Beneficiary's separate trust, valued as of such birthday or the date of division into shares, if later; after reaching age 30, such Beneficiary may withdraw one-half (1/2) of the remaining principal of such Beneficiary's separate trust, valued as of such birthday or the date of division into shares, if later; and after reaching age 3 5, such Beneficiary may withdraw all or any part of the principal of such Beneficiary's separate trust. C. Death of Beneficiary Prior to Termination of Separate Trust. Upon the death of any Beneficiary prior to the termination of such Beneficiary's separate trust, my Trustee shall distribute the remaining principal to the estate of such Beneficiary. FIFTH: Administrative Provisions. The following provisions shall be applicable to my estate and the trusts created hereunder: A. Spendthrift Protection. 1. Assignment Prohibited. While in the hands of my executor or Trustee and until actually paid over or delivered to the persons entitled thereto, all legacies, shares, or interests in my estate or any trust created hereunder, whether income or principal, shall not be subject to assignment, pledge, execution, attachment, or the claims of creditors. 2. Exception for Certain Actions. The provisions of subparagraph A.l above shall not preclude: (i) a personal exercise or release by a beneficiary of a right of withdrawal or power of appointment granted hereunder, if any; (ii) a disclaimer by a beneficiary, in whole or in part, of any interest in income or principal hereunder; or (iii) a setoff against such interest of any indebtedness of the beneficiary to me, my estate, or any trust created herein. Page 4 B. Accrued or Undistributed Income. Upon the death of any income beneficiary, any accrued or undistributed income shall be paid to the person or persons for whom the principal is continued in trust or to whom it is distributed under the terms hereof. C. Termination of Small Trusts. If the principal of any trust created hereunder is or becomes too small in the discretion of my Trustee to make the establishment or the continuance of the trust advisable, then my executor or my Trustee may distribute the remaining principal and any accrued or undistributed income outright to the then-current income beneficiary of the trust, or if there is more than one such beneficiary, then in equal shares to such beneficiaries. The receipt and release of such income beneficiary or beneficiaries will terminate absolutely the rights of all persons who might otherwise have a future interest in the trust, whether vested or contingent, without notice to them and without the necessity of filing an account to the court. D. Exculpatory Provisions. My Executor and Trustee shall have complete discretion to elect such options and select the time for distribution in such manner as they may perceive from what might have been my viewpoint to be in the overall best interests of the persons having a beneficial interest in my estate and the trusts created hereunder, without reimbursement or compensatory adjustments. They shall not be liable for any loss occumng as a result of any such elections or the timing of distributions. E. Simultaneous Death. If the deaths of a beneficiary and me occur under circumstances in which there is no sufficient evidence that we died otherwise than simultaneously, then for the purposes of this Will, that beneficiary shall be presumed to have survived me. Page 5 F. Adopted and Related Persons. References in my Will to children, grandchildren, issue, descendants, heirs, or persons related to others shall be deemed to include, in addition to blood relatives, persons who fall into that relationship solely by reason of adoption so long as the adoption occurred during the minority of the adoptee. G. Written Notices. Until written notice of any event upon which a right to receive income or principal may depend is received by my Trustee, my Trustee shall incur no liability to persons whose interests have been affected by such event for distributions made by my Trustee in good faith. SIXTH: Powers of Fiduciaries. In addition to the powers conferred by law, my executor with respect to my estate, and my Trustee, with respect to any trust created hereunder, shall have the following powers, to be exercised in their absolute discretion, in the capacity to which such powers may be applicable. A. General Powers. 1. To retain for distribution in kind, without duty of diversification, all property owned by me at my death or received in trust; 2. To invest in all forms of property, without restriction to so-called "authorized" or "legal" investments and without regard to diversification; 3. To exercise all rights of security holders; 4. To delegate discretionary powers; to employ investment counsel, custodians of trust property, brokers, agents, accountants, and attorneys and to act without independent investigation upon their recommendations; 5. To deposit securities in a clearing corporation or carry the same in the name of a nominee or in book entry form; Page 6 6. To maintain, repair, alter, improve, partition, subdivide, dedicate, and otherwise manage or deal with real estate; 7. To sell, pledge, exchange, lease for any period of time, or mortgage any real or personal property, and to grant options for the sale, exchange, or lease of the same; 8. To borrow money and pledge or encumber any property of the estate or trusts as security therefor, without liability on the part of the lender to see to the application of such funds; 9. To compromise claims in favor of or against the estate or trusts without court approval; 10. To exercise options to subscribe to or purchase securities; 11. To join in, consent to, or oppose any voting trust and any plan of lease, mortgage, merger, consolidation, reorganization, recapitalization, liquidation, foreclosure, or other readjustment of the financial structure of any firm or corporation in which the estate or trusts may have an interest; 12. To purchase from my estate any assets thereof and to make loans to those estates to provide liquidity; 13. To retain items of tangible personal property indefinitely without necessity of conversion, permit use of the same by any income beneficiary, and distribute or apply the same pursuant to either the discretionary or mandatory principal distribution provisions of the trust in which the same are retained; 14. To apply all or any part of the income of the estate or any trust created herein for the payment in whole or in part of the cost of maintenance, repair, or Page 7 improvement of any real estate held therein and the taxes, insurance premiums, or other costs and charges due with respect to the same; 15. To decline to accept, disclaim, release, renounce, or abandon any interest in property and any power; 16. To make distributions in cash or in kind at current values, in undivided interests or non-pro rata shares; 17. To nominate themselves or another as Custodian under a Uniform Gifts or Transfers to Minors' Act and make transfers of a beneficiary's interest in all or part of the estate or trust to such Custodian to be held for the benefit of such beneficiary; 18. To purchase and sell securities through any broker or brokerage firm they may select. B. Elections. To make elections under the tax laws and to select property, without regard to income tax basis, to be sold to satisfy obligations of my estate or trust estate or to be allocated in kind to any beneficiary, including any trust, and to elect to receive the proceeds of any qualified employee benefit trust or individual retirement account payable to my Trustee as a lump sum distribution, an annuity, or any other available form of payment, without reimbursement or equitable adjustment in the relative interests of the beneficiaries affected thereby and without liability therefor. Such actions shall be binding and conclusive on all persons. C. Collection of Proceeds of Annuities and Policies. To collect the proceeds of any annuities or life insurance policies payable to my Estate hereunder from the issuing companies, who shall have no responsibility to see to the application thereof; to bring actions to enforce payment of any policy if the funds held hereunder by my Executor are Page 8 sufficient to indemnify my Executor against all costs, attorney fees, and other expenses of suit to the satisfaction of my Executor. SEVENTH: Payment of Death Taxes. A. Generally. Except as otherwise provided in this Article, I direct that all estate, inheritance, and other taxes in the nature thereof, together with any interest and penalties thereon, becoming payable because of my death with respect to the property constituting my gross estate for death tax purposes, whether or not such property passes under this Will, shall be paid from the principal of my residuary estate, and no person receiving or having a beneficial interest in any such property, whether under this Will or otherwise, shall, at any time, be required to contribute to or refund any part thereof. B. Exception for Powers of Appointment and QTIP Trusts. The provisions of subparagraph A above shall not apply to taxes on any property included in my estate solely because of a power of appointment which I possess over such property but have not exercised, or on any property in which I have a qualified terminable interest. EIGHTH: Executor. I appoint PNC BANK, N.A., or its successors in interest, to serve as the executor (the "Executor") of this Will. In the event of its unwillingness to so serve, then I appoint my Granddaughter, CINDY L. JOHNSON. NINTH: Trustee. I appoint PNC BANK, N.A., or its successors in interest, to serve as the trustee (the "Trustee"} of any trust created under this Will Page 9 TENTH: Fiduciary Compensation and Bond. A. Compensation Permitted. Any individual executor or trustee serving hereunder shall be entitled to compensation which may be commensurate with his or her services to my estate or to any trust created hereunder. Any corporate executor or trustee serving hereunder shall be entitled to compensation for its services hereunder in accordance with its schedule of charges in effect from time to time during the period in which its services are performed. B. Bond not Required. Under no circumstances shall any executor or trustee appointed hereunder be required to post bond in any jurisdiction. ELEVENTH: Miscellaneous. A. Headings. The bold headings used throughout this Will are for convenience only. I do not intend such headings to be used in the construction and interpretation of this Will. B. Number and Gender. Except where the context clearly indicates otherwise, all references to the singular shall include the plural and vice-versa (including but not limited to the term "trustee"} and masculine pronouns shall include the feminine and vice-versa. WITNESS my hand this day of May 2009 LMER H. P TTEIGER Page 10 Signed, published and declared by the above named testator; ELMER H. POTTEIGER, as the testator's last Will in the presence of us who at the testator's request, in the testator's presence and in the presence of each other have hereunto subscribed our names as witnesses. ~ ~~~ ~ v ame Addre s ~~Vd~' Name 107549 vl ....,. ~ ~ ~~~. 49S ~`-gzil ~s ~g Address ~~~Ca~.~~ /~6Q/ Page 11 C U ^ , ~ ~ ~ ~J , IJ ~, rat ~'~ ? I1 C _ d fl '( I` G , ~ r ~) ~ P , 2 GENERA, AMENDMENT TO RL~VOCABLE EYVYNG TRUST AGIEEMENT T4: lr?z~ML'R T-T, POTTEICrER and ADON'N'A D. POTTErGEIZ, AS TRUSTEE(S) tTNDER THE TIDE E~,MEii ~I. kOTTEYGE~2 AiVD ADONIVA n. pOT7'EYGER REVOCABLE Y.Y'VYNG TRUST AGREEMENT Dated: December 31, 2003 Pursuant to the right reserved to us, as Settlors under Article One of the above Agreement, eve amend THE ELMER R, pOTTEYGER ANA ADONN'A n. POTTEIGER ~`VOCA~3LE Y,Y`VY1V'G. TRUST AGREEMENT as follo~rs: We amend A~.-ticle, IV, Section 4.04(1), of the n~ust Agreement and substitute therefore the following: The Trustee sYtall apply and distribute the net income and principal of each of the shares of the resulting Trust Estate, after giving effect to the section of this Trust Agreement entitled "Special Directives" to the follo~vving Beneficiaries in the indicated fractional shares: Caroler:e A. Stor~ew Carley A. Watkins . Cltrrstrrea .Aran Watlrins Natl~araiel J"~rcob Watki-es Ci,:rly ~. Joliycsorl Nicole Jol~r~sora g~~ DATED this 20/100 16/100 16/100 16/100 I G/100 16/100 day of ~p r ~~ ~~ SETTLOR SETTLOTt A WIµ SS (Printed Name of Witness) GIVEN UNDER M`Y' I~AND nd seal of office on this the ~ day of Cx~-~..e >~~. C ota Public, Commonwealt of ennsylvsniA COM~MONWI:A~TH OF P~INeYLVANIA NOTAP~IAL SEAL NICOLE L_. HENRY, Notary pu~llo Page I of I. Carlisle eoro, Cumberland Courtly , My Co~tmissJon Ex~lres E-.ptil 1A, 2A05 Received Time Jun, 15. 20`0 11,18AMrNo,0089 ~~ 12C7STEE A/ ~ ,~ ~ ,< < ( rioted Name of Witness) ~V~CA~~JIJ ~1 T l~r t3 r~l\~S~ ~1V~'17A~l,Tr~, ~~ THIS. ~. GREEMENT AND DECLARATION OF TRUST, made effective the -1~ day of ~' ~ ~ fir' ~_, 20~ , bettiveen ELMER H. POTTEIGER AND ADONTjA D. POTTEIGER, husband and wife, residents of the County of Cumberland, Commonwealth of Pennsylvania, as Grantors, ELMER H. POTTEIGER AND A.DONNA D. POTTEIGER, as Settlors, and ELMER H. POTTEIGER AND ADONNA D. POTTEIGER, as Co-Trustees; WIT'NESSETH; WHEREAS, in order to provide the future comfort and security of themselves and the other beneficiaries hereafter mentioned, Grantors desire to create a revocable trust for the purposes hereinafter set forth; ARTICLE ONE Terms of the Trzcst Section 1.41 -Trust Estate Defined NOW, THEREFORE, in consideration of the premises and of the mutual covenants herein contained, this Revocable Trust is formed to hold title to real and personal property for the benefit of the. Settlors of this Trust and to provide for the orderly use and transfer of these assets upon the death of the Settlors. The "Trust Estate" is defined as all property transferred or conveyed to and received by the Trustee held pursuant to the terms of this instrument. The Trustee is required to hold; administer, and distribute this property as provided in this Trust Agreement. The name of this Trust Agreement shall be: THE ELMER H. POTTEIGER AND ADONNA D. POTTEIGER REVOCABLE LNING TRUST AGREEMENT N ~~ ~~ ~ >, DATED ~~~,~~''~~~~ --~~ , 20 `~~ Section 1.02 -Definitions of Terms Ln the interpretation or construction of the provisions of this Trust Agreement, the following words and phrases shall have the meanings set forth below: 1. The term "Husband" shall mean ELMER H. POTTEIGER 2. The term "Wife" shall mean ADONNA D. POTTEIGER. 3. The term "Settlor" shall refer individually and collectively to Husband and Wife. 4. The term "Descendant" shall mean the lawful issue of a deceased parent in the line of descent, but does not include the issue of any parent who is a descendant of the deceased person in question and who is living at the time in question. REVOCABLE LIVING TRUST AGREEMENT Page 1 5. The terms "Child" and "Descendant" include any issue born to decedent, a child legally adopted by the decedent, and a posthumous child of a decedent. A posthumous child is to be considered as living at the time of his or her parent's death. 6. The term "Survives" or "Surviving", unless otherwise indicated herein, shall be construed to mean surviving the decedent for at least sixty (60) days. If the person referred to dies within sixty (60) days of the death of the decedent, the reference to him or her will be construed as if he or she had failed to survived the decedent; provided, however, that any such person will have, during such period, the right to the use and enjoyment as a life tenant of all property in which his or her interest will fail by reason of death during such period. 7. The term "Issue" will include all natural and adopted children, if applicable, and descendants and those legally adopted into the line of descent. 8. The term "Per Stirpes" means strict per stirpes and does not mean per capita with representation. Beneficiaries entitled to take under a "per stirpes" clause will include both natural and adopted children and their descendants. 9. The terms "Trust Assets" and "Trust Estate" include all assets of any trust created hereunder and income derived from such. assets and all proceeds of any description derived from the sale, exchange, or other disposition of such assets. 10. When required to give reasonable effect to the context in which used, pronouns in the masculine, feminine, or neuter gender include each other, and nouns and pronouns in the plural or singular number include each other. Section 1.03 -Trustee Designation Husband and wife are hereby designated as Co-Trustees. The Co-Trustees shall serve jointly and severally and either shall have full authority to act for the Trust independently. Should either husband or wife become unable because of death, incapacity, or other cause to serve as a Co-Trustee, or should either resign as Co-Trustee before the natural termination of this Trust, the remaining Co-Trustee, husband or wife, shall thereafter serve as sole Trustee. The term "Trustee" as used in this Trust Agreement shall refer collectively to husband and wife so long as they serve as Co-Trustees, to the spouse who serves as the sole Trustee, and/or to any Successor Trustee who assumes the role of Trustee. These Trustees shall serve in the order as provided in Section 9.01 of this Trust Agreement. Section 1.04 -Additions to Trust Properties The Trustee, at any time during the continuance of this Trust in his or her sole discretion after consideration of the possible tax consequences to all concerned, is authorized to receive into the Trust additions of cash and other properties from any source whatsoever, whether by gift, will, or otherwise. However, the Trustee shall accept all assets which any person or persons may give, devise, or bequeath by Last Will and Testament to this Trust, and shall accept all assets transferred to this Trust pursuant to the provisions of any other Trust document or documents. Z. In addition, any person or persons may designate this Trust as the Beneficiary, Primary or Contingent, of any death benefits to include insurance benefits, pension benefits, or other benefits. Until such benefiis mature, the Trustee shall have no responsibility with respect to those benefits. REVOCABLE LIVING TRUST AGREEMENT Page 2 Section 1.05 -Apportionment The Trustee of the Trust is directed to apportion receipts and expenditures of the types described below between principal anti income as follows: 1. Whenever the principal, or any part thereof, of the Trust property is invested in securities purchased at a premium or at a discount, any premium will be charged against principal and any discount will be credited to principal; 2. Any stock dividends and rights to purchase additional stock issued on securities held in trust will be treated as principal. All other dividends, except Liquidating distributions, will be treated as income; and 3. The amount of any applicable depletion allowance for federal income tax purposes will be treated as income. Section 1.06 -Administration of Trust During Our Lifetime During our lifetime, the trust shall be held and administered as follows: 1. All property and other assets transferred to this trust shall be allocated to and held in separate shares, the first such share being designated the "Elmer H. Potteiger Trust Share" and the second share being designated the " Adonna D. Potteiger Trust Share". 2. Each Grantor's separate Trust Share shall be composed of the assets as follows: a. The Grantor's one-half interest in jointly held property transferred to the Trust; and b. The Grantor's individually owned property which is transferred to the Trust. While each share shall be held and administered separate from the other, for tax and accounting purposes, the Trustee is authorized to hold or invest the separate shares in common investments and co-ownership of assets. 3. The Trustee shall pay to or apply for the benefit of ELMER H. POTTEIGER all of the net income of the ELMER H. POTTEIGER Trust Share, in convenient installments, not less often than quarter-annually, and in addition thereto, shall pay so much of the income and principal of such Trust Share to or for the benefit of ELMER H. POTTEIGER as he may direct from time to time, or in the absence of a direction, as the Trustee may determine to be advisable for his medical care, support, maintenance, and general welfare. 4. The Trustee shall pay to or apply for the benefit of ADONNA D. POTTEIGER all of the net income of the ADONNA D. POTTEIGER Trust Share in convenient installments, not less often than quarter-annually, and in addition thereto, shall pay so much of the income and principal of such Trust Share to or for the benefit of ADONNA D. POTTEIGER as she may direct from time to time, or in the absence of a direction, as the Trustee may determine to be advisable for her medical care, support, maintenance; and general welfare. REVOCABLE LIVING TRUST AGREEMENT Page 3 All property that a Settlor transfers to the Trustee pursuant to this instrument which was community property, quasi-community property, or separate property at th:. time of the transfer shall remain respectively community property, quasi-community property, or the separate property of the Settlor transferring such property to the Trust. Community and quasi-community property transferred to the Trustee by the Settlors shall be their community property and treated as such. This property, as invested and reinvested, together with the rents, issues, and profits therefrom (hereinafter referred to as the "Community Estate" or the "Community Property") shall retain its character as community property during the joint lifetimes of the Settlors in spite of any change in the situs of the Trust, subject, however, to the provisions of this Agreement. Section 1.07 -Discretionary Termination The Trustee may terminate any Trust when, in the opinion of the Trustee, the principal is reduced to such an extent that it is not in the best interest of the Beneficiary or Beneficiaries to continue the Trust. The judgment of the Trustee with respect to this decision to ternunate will be final and not subject to judicial review. If the Trustee terminates a Trust according to this Section, the date the Trust terminates will be deemed the date fixed for termination of the Trust, and the Trustee will distribute the assets of the terminating Trust to the Beneficiary or Beneficiaries pursuant to this Agreement. Section 1.08 -Amendment and Revocation We hereby retain the following powers, exercisable at any time during our lifetimes: To withdraw any of the property included in our separate share of the Trust Estate by giving the Trustee written notice specifying the property so withdrawn, in whi~~h event, the Trustee shall promptly transfer and deliver such property to us or our designee. 2. To amend the provisions of this Trust declaration in any respect without the necessity of securing the consent of the Trustee to such changes, in which event, a copy of the amendment shall be promptly furnished to the Trustee; provided, however, that following the death of one of us, the survivor shall have no power to amend the terms of the Trust declaration with respect to the Trust Share of the first of us to die. To revoke this Trust by giving the Trustee written notice of such revocation, in which event, the Trustee shall promptly transfer and deliver the property constituting the Trust Estate to us or our designee together with an accounting therefore; provided, however, that following the death of one of us, the survivor shall have no power to revoke the terms of the Trust declaration with respect to the Trust Share of the first of us to die. Section 1.09 -Revocation or Alteration by Settlor Alone The rights of revocation, withdrawal, alteration, and amendment reserved in this Article may only be exercised by the Settlor and may not be exercised by any other person, including an agent, a guardian, or a conservator. Section 1.10 -Irrevocability Except as otherwise provided, on the death of either Settlor, the designation of Beneficiaries of specific gifts in this Trust shall become irrevocable and not subject to amendment or modif cation. REVOCABLE LIVING TRUST AGREEMENT Page 4 Section 1.11 -Settlor. Powers The surviving Settlor shall be the Trustee unless and until he or she resigns in writing or is determined incompetent under the terms provided herein. The surviving Settlor shall retain all absolute rights to discharge or replace any Successor Trustee of any portion or share of the Trust which is revocable by the surviving Settlor so long as the Settlor is competent. ARTICLE TWO Tricst Administration Section 2.01 -Trust Income During the j oint lives of the Settlors, the Trustee shall at least annually, unless otherwise directed by both Settlors in writing, pay to or apply for the benefit of husband and wife, all of the net income from the Trust Estate in the same proportions as each of the spouse's respective interests in the Trust Estate. Section 2.02 -Protection of Settlor in Event of Incapacity During the joint lives of the Settlors, should either Settlor become incapacitated as defined in Section 2.03 below, the Trustee may, in the Trustee's absolute discretion, pay income and principal for the benefit of the incapacitated Settlor. In addition, the Trustee, in his or her absolute discretion, may pay to or apply, for the benefit of that Settlor, such sums from the net income and from the principal of the Settlor's separate Estate as the Trustee believes is necessary or advisable for the medical care, comfortable maintenance, and welfare of the Settlor. Section 2.03 -Incapacity 1. A person is determined to be incapacitated if any Trustee or Beneficiary hereunder comes into possession of any of the following: a. A jurisdictionally applicable court order holding the party to be legally incapacitated to act on his or her behalf and appointing a guardian or conservator to act for him or her; or b. Written certificates which are duly executed, witnessed, and acknowledged of two licensed physicians, each certifying that the physician has examined the person and has concluded that, by reason of accident, mental deterioration, or other cause, such person has become incapacitated and can no longer act rationally and prudently in his or her own financial best interest; or c. Evidence which such Trustee or Beneficiary deems to be credible and currently applicable that aperson -has disappeared, is unaccountably absent, or is being detained under duress, and that he or she is unable to effectively and prudently look after his or her own best interests, then in that event and under those circumstances: 1) Such person is deemed to have become incapacitated, as that term is used in this Trust agreement; and 2) Such incapacity is deemed to continue until such court order, certificates, and / or circumstances are inapplicable or have been revoked.. REVOCABLE LIVING TRUST AGREEMENT Page 5 2. A physician's certificate to the effect that the person is no longer incapacitated shall revoke a certificate declaring the person incapacitated. The certificate which revokes the earlier certificate may be executed by either the original certifying physician or by two other licensed, board certified physicians. No Trustee shall be under any duty to institute any inquiry into a person's possible incapacity. The reasonable expense of any such inquiry shall be paid from the Trust Assets. Section 2.04 -Principal Invasion During the joint lives of the Settlors, should the net income of assets contained in this Trust be insufficient to provide for the care, maintenance, or support of the Settlors as herein defined, the Trustee may, in the Trustee's sole and absolute discretion, pay to or apply for the benefit of the Settlors or either of them, or any of their dependents, such amounts from the principal of the Trust Estate as the Trustee deems necessary or advisable for the care, maintenance, or support of the Settlors. Section 2.05 -Residence If the Settlor's residence property is a part of the Trust, the Settlors shall have possession of and full management of the residence and shall have the right to occupy it free of rent. Any expenses arising from the maintenance of the property and from all taxes, liens, assessments, and insurance premiums, are to be paid from the Trust to the extent that assets are available for payment. It is the intent of the Settlors to retain all homestead rights available to them under the applicable state Iaw. ARTICLE TF3REE Administration upon Death of First Settlor Section 3.01 -Provisions After The First Death On the death of either Settlor leaving the other Settlor surviving him or her, the Trustee shall collect all insurance proceeds payable to the Trustee by reason of such death and all bequests and devises distributable to the 'Trust Estate. Section 3.02 -Control of Assets The surviving spouse may, at any time by written notice, require the Trustee either to make any nonproductive property of this Trust productive or to convert productive property to nonproductive property, each within a reasonable time. The surviving spouse may further require the Trustee to invest part or all of this share of Trust Assets for the purpose of maximizing income rather than growth or growth rather than income. Section 3.03 -Division into Shares Upon the death of either Settlor, if the deceased Settlor is survived by the other Settlor, the deceased's individual Trust Share, including any additions made by reason of the deceased Settlor's death, shall be divided into two shares. 2. The Trustee, in his or her sole discretion, may defer the division or distribution of the deceased's individual Trust Share until six months after the deceased Trustor's death. If the division or distribution of the deceased's individual Trust Share is so deferred, the deferred division or distribution shall be made as if it had taken place at the time prescribed above. In addition, ail REVOCABLE LIVING TRUST AGREEMENT Page 6 rights given to the Beneficiaries under the provisions of this Trust Agreement which follow shall be considered to have accrued and vetted as of that prescribed time. Upon the death of the first Settlor to die ("Predeceased Spouse"), the Trustee shall divide the deceased's individual Trust Share (which shall include any property which may be added from the Predeceased Spouse's general estate) as follows: a. The Trustee shall divide the balance of the deceased Trustor's individual Trust Share into two (2) separate shares (hereinafter designated as "Share A" and "Share B"). Share B shall be composed of cash, securities, and/or other property of the deceased's individual Trust Share (undiminished by any estate, inheritance, succession, death, or similar taxes) having a value equal to the maximum marital deduction as finally determined in the Predeceased Spouse's federal estate tax proceedings, less the aggregate amount of marital deductions, if any, allowed for such estate tax purposes by reason of property or interest in property passing or which have passed to the Surviving Spouse otherwise than pursuant to the provisions of this paragraph; provided, however, that the amount of Share B hereunder shall be reduced by the amount, if any, needed to increase the Predeceased Spouse's taxable estate (for federal estate tax purposes} to the largest amount that, after allowing for the unified credit against federal estate tax and the state death tax credit against such tax (but only to the extent that the use of such state death tax credit does not increase the death tax payable to any state), will result in the smallest (if any) federal estate tax being imposed on the Predeceased Spouse's estate. The term "Maximum Marital Deduction" shall not be construed as a direction by the Predeceased Spouse to exercise any election respecting the deduction of estate administration expenses, the determination of the estate tax valuation date, or any other tax election which may be available under any tax laws, only in such manner as will result in a larger allowable estate tax marital deduction than if the contrary election had been made. The Trustee shall have the sole discretion to select the assets which shall constitute Share B. In no event, however, shall there be included in Share B any assets or the proceeds of any asset which will not qualify for the federal estate tax marital deduction. Share B shall be reduced to the extent that it cannot be created with such qualifying assets, The Trustee shall value any asset selected by the Trustee for distribution in kind as a part of Share B at the value of such asset at the date of distribution of such asset. The balance of the deceased's individual Trust Share, after the assets have been selected for Share B, shall be allocated to Share A. Share A and Share B shall be administered and distributed as hereinafter set forth. Section 3.04 -Credit Shelter Trust If either of the Settlors survives the other, the Trustee shall set apart and hold as a separate trust (the "Credit Shelter Trust") the assets referred to as Share A in Section 3.03 above. The Trustee shall hold, manage, invest, and reinvest the assets of this Credit Shelter Trust, shall collect the income therefrom, and shall pay the net income to or for the benefit of the surviving Settlor in convenient installments at least quarter-annually; provided, however, that the surviving Grantor may elect to pass any portion of said income to the remainder Beneficiaries of the Trust. In addition, the Trustee may pay to or for the benefit of the surviving Settlor for the health, education, maintenance, or support of the surviving Settlor, any part or all of the principal of this Trust, as the Trustee may determine in its sole discretion, without considering other resources available to the surviving Settlor. The surviving Settlor shall have the right to demand and receive, from the principal of this Trust in each of its fiscal years, the greater of five thousand dollars ($5,000.00) or five percent (5%} REVOCABLE LIVING TRUST AGREEMENT Page 7 of the fair market value of such principal determined as of the last day of such fiscal year. Such right shall lapse to the e~aent it is not exercised in any year. Any commission payable with respect to principal so withdrawn shall be charged against such principal. No person, who at any time is acting as Trustee hereunder, shall have any power or obligation to participate in any discretionary authority which the Settlor has given to the Trustee to pay principal or income to such person, or for his or her benefit or in relief of his or her legal obligations; provided, however, that if an individual Trustee has discretion to invade principal for himself or herself and such discretionary authority is limited by an ascertainable standard, then such Trustee may invade principal (if limited by such standard) for himself or herself, but not in relief of his or her legal obligations.. The plan of distribution and all terms of this Credit Shelter Trust shall be irrevocable and unamenable at any time after said Credit Shelter Trust comes into being. The Credit Shelter Trustee(s) shall invest the assets of the Credit Shelter Trust to produce a reasonable income for the benefit of the surviving Grantor without subjecting the principal to unreasonable risk of loss. The Credit Shelter Trustee(s) shall be authorized and empowered to invest, reinvest, manage, transfer, and convey any and all property held in this Credit Shelter Trust, including all powers now or hereafter conferred upon Trustees by applicable state law, and also those power appropriate to the orderly and effective administration of the Trust. The Credit Shelter 'Trustee(s) shall make a written accounting to all income and remainder Beneficiaries or to their guardians at least annually and at the time that all assets of this Credit Shelter Trust are distributed. Said accounting shall consist of a record showing assets on hand at the time of the last accounting, plus additions, minus expenses and distributions, which shall equal current assets on hand. The Credit Shelter Trustee(s) shall not be required to obtain authority or approval of any court in the exercise of any power conferred upon the Trustee(s), nor shall said Trustee(s) be required to make accountings or reports to any court. Upon the death of the surviving Settlor, any accrued income shall be paid to the estate of the surviving Settlor and the remaining principal of this Credit Shelter Trust shall be held, administered, and disposed of in accordance with the dispositive provisions of this agreement. Section 3.05 -Qualified Terminable Interest Trust If either of the Grantors survives the other and there are assets allocated to Share B described in Section 3.03 above, then the Trustee shall set apart said assets and hold them as a separate trust (the "Qualified Terminable Interest Trust"). The Trustee shall hold, manage, invest, and reinvest the assets of this Qualified Terminable Interest Trust, shall collect the income therefrom, and shall pay the set income to or for the benefit of the surviving Grantor in convenient installments at least quarter-annually. Upon the surviving Grantor's death, any accrued, undistributed income shall be distributed to said surviving Grantor's estate. The remaining principal shall be added to and become part of the Credit Shelter Trust and shall be held and administered and disposed of in accordance with the plan of distribution for the Credit Shelter Trust as provided in Sections 3.04 and 4.03, after provision has first been made for the payment of any estate, inheritance, transfer, succession, or other death taxes, payable by reason of the inclusion of the value of the Trust property in said surviving Grantor's estate. The Trustee(s) of the Qualified Terminable Interest Trust are hereby authorized, in the Trustee(s) sole discretion, to determine whether to elect (under Section 2056(b)(7) of the Internal Revenue Code) to qualify all or a specific portion of the Qualified Terminable Interest Trust created herein for the federal estate tax marital deduction. The Trustees} of the Qualified Terminable Interest Trust, in exercising such REVOCABLE LIVING TRUST AGREEMENT Page 8 discretion; shal_1 attempt to minimize, or eliminate if possible, the federal estate tax payable. by the estate of the decedent spouse's estate. However, if the Trustee(s) of the Qualified Terminable Interest Trust determine that it is in the best interest of the persons who may receive any assets after the decedent spouse's death and after the surviving Grantor's death to pay same federal estate tax in the decedent spouse's estate, taking into consideration any other tax that is to be paid because of the decedent spouse's death and the surviving Grantor's death, and any income tax liability that may be affected by the election, the Trustee(s) of the Qualified Terminable Interest Trust may elect to take a marital deduction that does not reduce the tax to zero if the payment of the tax will not jeopardize the ability of the Qualified Terminable Interest Trust to provide the surviving spouse with the level of support and maintenance contemplated by this Declaration of Trust. The decision of the Qualified Terminable Interest Trustee(s) to make this election shall be final and binding on all persons. The Trustee(s) of the Qualified Terminable Interest Trust is (are) authorized and empowered to invest, reinvest, transfer, and convey any and all property held in this Qualified Terminable Interest Trust. This includes all power now or hereafter conferred upon Trustees by applicable state law, and also those powers appropriate to the orderly and effective administration of the Trust. The Trustee(s) shall make a written accounting to the surviving Grantor at least annually and shall make a written accounting to all remainder Beneficiaries at the time that all assets of this Qualified Terminable Interest Trust are distributed. Section 3.06 -Power to Appoint Agents The surviving spouse shall have the right to retain an accountant and / or an attorney at law for professional services on behalf of the Trust Estate or Estates herein. The surviving spouse shall not be responsible for the acts of such agents beyond his or her obligation to use reasonable care in the selection of such agents. Section 3.07 -Maximum Marital Deduction Except as otherwise expressly stated herein, the term "Maximum Marital Deduction" shall not be construed as a direction by the deceased Settlor to exercise any election respecting the deduction of Estate administration expenses, the determination of the Estate tax valuation date, or any other tax election which may be available under any tax laws, only in such manner as will result in a larger allowable Estate tax marital deduction than if the contrary election had been made. Section 3.08 -Trust Income After The First Death Following the death of either Settlor and until the death of the surviving Settlor, the Trustee shall, at least annually, pay to or apply for the benefit of the surviving Settlor all of the net income from the Trust Estate. Section 3.09 -Simultaneous Death If the Settlors should die under circumstances which would render it doubtful as to which Settlor died first, it shall be conclusively presumed for the purposes of this Trust that Elmer H. Potteiger died first. If any other Beneficiary and a Settlor should die under such circumstances, it shall be conclusively presumed that the Beneficiary predeceased such Settlor. REVOCABLE LIVING TRUST AGREEMENT Page 9 the age of 21 years, the property shall thereupon be distributed to him or her free af~ trust unless otherwise stated in this Agreement. If the minor should die before attaining the age of majority, the property shall then be paid and distributed to the estate of the minor. If all of the Settlor's Beneficiaries and their children should fail to survive the final distributian of the Trust Estate, all of the Trust Estate not disposed of as hereinabove pro~~ided shall be distributed as provided for in this Trust Agreement. Section 4.05 -Principle of Representation Unless indicated differently in this Trust Agreement or in the "Special Directives" section that follows, in the event any of the named Beneficiaries should predecease both Settlors, all of that person's share of the Trust Estate is to be divided equally among the deceased Beneficiary's children or issue per stirpes. In the event the predeceased Beneficiary leaves no surviving children or issue, then all of that person's share of the Trust Estate shall be divided equally among the remaining Beneficiaries per stirpes. If a Beneficiary of the Settlors survives both Settlors, but should fail to survive to collect his or her share at distribution, that share shall pass to the surviving issue of that deceased Beneficiary per stirpes and with right of representation. ARTICLE FIVE Trustee Powers & Provisions Section 5.01 -Non-Income Producing Property During the joint lives of the Settlors, the Trustee is authorized to retain in the Trust, for so long as the Trustee may deem advisable, any property received by the Trustee from the Settlors, whether or not such property is of the character permitted by Iaw for the investment of Trust funds. Section 5.02 -Trustee Powers The Trustee shall have all powers conferred upon a Trustee by law for the orderly administration of the Trust Estate. If any property is distributed outright under the provision of this Trust Agreement to a person who is a minor, distribution may be made under the Pennsylvania Uniform Transfer to Minors Act ("PAUTMA"). The Trustee is further authorized to sign, deliver, and/or receive any documents necessary to carry out the powers contained within this Section. The Trustee of any trust created under this Trust Agreement (including any substitute or successor Trustee) will have and be subject to all of the powers, duties, and responsibilities granted or imposed by the Pennsylvania Consolidated Statutes (20 Pa. C.S. Section 101 et seq.) as such Statute may provide at the time of administration of the Trust, except to the extent that the same are inconsistent with the provisions of this Agreement. Section 5.03 -Specific Powers of Trustee In addition, the Trustee will have the following specific powers: Trust Estate: The Trustee may leave invested any property coming into its hands hereunder in any form of investment even though the investment may not be of the character of investments permitted by law to trustees, without liability for loss or depreciation in value. The Trustee may sell, mortgage, exchange, or otherwise dispose of and reinvest property which may at any time be REVOCABLE LIVING TRUST AGREEMENT Page 11 apart of the Trust Estate upon such terms and conditions as the Trustee may deem advisable. The Trustee may invest and reinvest the Trust Assets from time to time in any property, real, personal, or mixed, including without limitation, securities of domestic and foreign corporations and investment trusts or companies, bonds, debentures, preferred stocks, common stocks, mortgages, mortgage participation, and interests in common trust funds, all with complete discretion to convert realty into personalty or personalty into realty or otherwise change the character of the Trust Estate, even though such investment (by reason of its character, amount, proportion to the total Trust Estate, or otherwise) would not be considered appropriate for a fiduciary apart from this provision and even though such investment caused part or all of the total Trust Estate to be invested in investments of one type or of one business or company. 2. Holding Property: The Trustee may hold property in the Trustee's name, as trustee, or in the name of a. nominee without disclosing the Trust. Release of Power: If the Trustee deems it to be in the best interest of the Trust and its Beneficiaries, the Trustee, by written instrument signed by such Trustee, will have the power and authority to release, disclaim, or restrict the scope. of any power or discretion granted in this Trust Agreement or implied by Iaw. 4. Agents, Employees: The Trustee may employ one or more agents to perform any act of administration, whether or not discretionary, including attorneys, auditors, investment managers, or others, as the Trustee shall deem necessary or advisable. The Trustee may compensate agents and other employees and may delegate to them any and all discretions and powers. 5. Leases: The Trustee may lease any Trust Assets generally or for oil, gas, and mineral development, even though the lease term may extend beyond the term of the Trust of which the property i.s a part. The Trustee may enter into any covenants and agreements relating to the property so leased or concerning any improvements which may then or thereafter be erected on such property. 6. Common Funds: The Trustee may hold any of the Trust Assets in a common fund with property from other trust estates and may make investments jointly with any other trust, the property of which is included in the common fund. 7. Securities: With respect to securities held in the Trust Estate, the Trustee may exercise all the rights, powers, and privileges of an owner, including but not limited to, the power to vote, give proxies, and to pay assessments and other sums deemed by the Trustee necessary for the protection of the Trust Estate. In addition, the Trustee may participate in voting trusts, foreclosures, reorganizations, consolidations, mergers, and liquidations, and in connection therewith, to deposit securities with and transfer title to any protective or other committee under such terms as the Trustee may deem advisable. In addition, the Trustee may exercise or sell stock subscription or conversion rights and may accept and retain as an investment any securities or other property received through the exercise of any of the foregoing powers, regardless of any limitations elsewhere in this instrument relative to investments by the Trustee. In addition, The Trustee may Buy, sell exchange, assign, convey, settle and exercise commodities future contracts and call and put options on stocks and stock indices traded on a regulated options exchange and collect and receipt for all proceeds of any such transactions. Establish or continue option accounts for the principal with any securities of a futures broker. In general, exercise all powers with respect to commodity and option transactions that the principal could if present. 8. Purchases from Estate: The Trustee may purchase property of any kind from the Executor or Administrator of our Estates. REVOCABLE LIVING TRUST AGREEMENT Page 12 4. Lending: The Trustee may make loans, secured or unsecured, to the Executor or Administrator of our Estates, to any Beneficiary of the Trust, or to the Trustee. Further, the Trustee may use Trust Assets to guarantee obligations of any income Beneficiary of the Trust (unless such Beneficiary is serving as Trustee}. 1 d. Distributions to or for Beneficiaries: The Trustee may make any distribution contem lated b this Trust Agreement (1) to the Beneficia 2 if the Beneficiary is under a legal disability or f the Trustee determines that the Beneficiary s unable to ro person furnishing support, maintenance, or education for thel Benefigia his or her affairs, to a ry or with whom the Beneficiary is residing for expenditures on the Beneficiary's behalf; or (3) if the Beneficiary is a minor, to a trustee of an existing trust established exclusively for the benefit of such minor, whether created by this Trust Agreement or otherwise, or to a custodian for the Beneficiary, as selected by the Trustee, under the Pennsylvania Uniform Transfer to Minors Act. Alternatively, the Trustee may apply all or a part of the distribution for the Beneficiary's benefit. Any distribution under this paragraph will be a full discharge of the Trustee with respect thereto. On any partial or final distribution of the Trust Assets, the Trustee may apportion and allocate the assets of the Trust Estate in cash or in kind, or partly in cash and partly in kind, or in undivided interests in the manner deemed advisable at the discretion of the Trustee and to sell any property deemed necessary by the Trustee to make the distribution. The Trustee may distribute gifts of up to the maximum allowable per year per donee out of principal and/or interest. 11. Insurance: The Trustee may purchase new life insurance, pay the premiums on existing life insurance on the life of any Trust Beneficiary, purchase annuities (either commercial or private) from any corporation, trust, or individual, and may procure and pay the premiums on other insurance of the kinds, forms, and amounts deemed advisable by the Trustee to protect the Trustee and the Trust Estate. 12. Borrowing: The Trustee may borrow money from the Trust Estate and others. To secure the repayment thereof, the Trustee may mortgage, pledge, or otherwise encumber part or all of the Trust Assets, and in connection with the acquisition of any property, the Trustee may assume a liability or may acquire property subject to a liability. 13. Repairs: The Trustee may make ordinary and extraordinary repairs and alterations to buildings or other Trust Assets. 14. Reserves: The Trustee may establish such reserves out of income for taxes, assessments, repair, and maintenance as the Trustee considers appropriate. 15. Continuation of Business: The Trustee may continue any business or businesses in which the Trust has an interest at the time of the Settlors' death for so long as the Trustee may, in its sole discretion, consider necessary or desirable, whether or not the business is conducted by the Settlors at the time of their death individually, as a partnership, or as a corporation wholly owned or controlled by them, with full authority to sell, settle, and discontinue any of them when and upon such terms and conditions as the Trustee may, in its sole discretion, consider necessary or desirable. 16. Retain Property for Personal Use: The Trustee may retain a residence or other property for the personal use of a Beneficiary and allow a Beneficiary to use or occupy the retained property free of rent and maintenance expenses. REVOCABLE LIVING TRUST AGREEMENT Page 13 17. Dealings with Third Parties: The Trustee may deal with any person or entity regardless of relationship or identity of any Trustee to or with that person or entity. The Trustee may hold or invest any part of or all of the Trust Estate in common or undivided interests with that person or entity. 18. Partitions, Divisions, Distributions: The Trustee will have the power to make all partitions, divisions, and distributions contemplated by this Trust Agreement. Any partitions, divisions, or other distributions may be made in cash, in kind, or partly in cash and partly in kind, in any manner that the Trustee deems appropriate (including composing shares differently). The Trustee may determine the value of any property, which valuation will be binding on all Beneficiaries. No adjustments are required to compensate for any partitions, divisions, or distributions having unequal consequences to the Beneficiaries. 19. Claims, Controversies: The Trustee may maintain and defend any claim or controversy by or against the Trust without the joinder or consent of any Beneficiary. The Trustee may commence or defend at the expense of the Trust any litigation with respect to the Trust or any property of the Trust Estate as the Trustee may deem advisable. The Trustee may employ, for reasonable compensation, such counsel as the Trustee shall deem advisable for that purpose. 20. Merger of Trusts: If at any time the Trustee of any trust created hereunder shall also be acting as trustee of any other trust created by trust instrument or by trust declaration for the benefit of the same beneficiary or beneficiaries and upon substantially the same terms and conditions, the Trustee is authorized and empowered, if in the Trustee's discretion such action is in the best interest of the Beneficiary or Beneficiaries, to transfer and merge all of the assets then held under such trust created pursuant to this Trust Agreement to and with such other trust and thereupon to terminate the trust created pursuant to this Trust Agreement. The Trustee is further authorized to accept the assets of any other trust which may be transferred to any trust created hereunder and to administer and distribute such assets and properties so transferred in accordance with the provisions of this Agreement. 21. Termination of Small Trust: Any corporate Trustee which is serving as the sole Trustee of any Trust or any Share thereof may at any time terminate such Trust or Share if, in the Trustee's sole judgment, the continued management of such Trust or Share is no longer economical because of the small size of such Trust or Share and if such action will be deemed to be in the best interests of the Beneficiary or Beneficiaries. In case of such termination, the Trustee will distribute forthwith the share of the Trust Estate so terminated to the income Beneficiary, per stirpes. Upon such distribution, such Trust or Share will terminate and the Trustee will not be liable or responsible. to any person or persons whomsoever for its action. The Trustee will not be liable for failing or refizsing at any time to terminate any Trust or a Share thereof as authorized by this paragraph. 22. Power to Determine Income and Principal: Dividends payable in stock of the issuing corporation, stock splits, and capital gains will be treated as principal. Except as herein otherwise specifically provided, the Trustee will have full power and authority to determine the manner in which expenses are to be borne and in which receipts are to be credited as between principal and income. The Trustee has the power to determine what will constitute principal or income and may withhold from income such reserves for depreciation or depletion as the Trustee may deem fair and equitable. Tn determining such matters, the Trustee may give consideration to the provisions of the Pennsylvania Statutes (or its successor statutes) relating to such matters, but it will not be bound by such provisions. REVOCABLE LIVING TRUST AGREEMENT Page 14 23. Generation-Skipping Taxes and Payment: If the Trustee considers any distribution or termination of an interest or power hereunder as a distribution or termination subject to a generation-skipping tax, the Trustee is authorized: y 24. To augment any taxable distribution by an amount which the Trustee estimates to be sufficient to pay such tax and charge the same to the particular trust to which the tax related without adjustment of the relative interests of the Beneficiaries; a. To pay such tax, in the case of a taxable termination, from the particular trust to which the tax relates without adjustment of the relative interests of the Beneficiaries. If such tax is imposed in part by reason of the Trust Assets, the Trustee will pay only the portion of such tax attributable to the taxable termination hereunder taking into consideration deductions, exemptions, credits, and other factors which the Trustee deems advisable; arLd b. To postpone final termination of any particular trust and to withhold any portion or all of the Trust Estate until the Trustee is satisfied that the Trustee no longer has any liability to pay any generation-skipping tax with reference to such trust or its termination. Section 5.04 -Special Provision for S Corporation Stock Notwithstanding what is otherwise provided in this Trust Agreement, if at any time the Trust contains any stock of a corporation which elects or has elected treatment as an "S Corporation" as defined by Section 1361(a)(1) of the Internal Revenue Code (or any corresponding successor statute), such stock will be segregated from the other assets of such and treated as a separate trust. The Trustee will further divide the separate trust into shares for each Beneficiary and such shares will be distributed outright or held in trust as herein provided.. In addition, all other provisions of this Trust Agreement will apply to each share held in trust (and constituting a separate trust) except that the Trustee will distribute all of the income from each separate trust to its Beneficiary in convenient installments at least annually. It is the Settlors' intent that each separate trust will be recognized as a "Qualified Subchapter S Trust" ("QSST") under Section 1361(d)(2) of the :internal Revenue Code (or any corresponding successor statute). Notwithstanding any provisions of this Trust Agreement to the contrary, the Trustee's powers and discretions with respect to the administration of each separate trust (including methods of accounting, bookkeeping, making distributions, and characterizing receipts and expenses) will not be exercised or exercisable except in a manner consistent with allowing each separate trust to be treated as a QSST as above described. ARTICLE SIX Trustee Fower-s with a Probate Estate Section 6.01 -Coordination with Settlor's Probate Estate 1. At any time during the continuance of this Trust, including subsequent to the death of either Settlor, the Trustees may, in their sole and uncontrolled discretion, distribute to the deceased Settlor's Probate Estate cash and / or other property as a Beneficiary of the Trust. 2. All other provisions to the contrary notwithstanding, under no circumstances shall any restricted proceeds, as hereinafter defined, be either directly or indirectly: (i) distributed to or for the benefit of the Settlor's Executors or the Settlor's Probate Estate; or (ii) used to pay any other obligations of the Settlor's Estate. The term "Restricted Proceeds" means: REVOCABLE LIVING TRUST AGREEMENT Page 15 a. A11 qualified plans, individual retirement accounts, or similar benefits which are received or receivable by any Trustee hereunder, and which are paid solely to a Beneficiary other than the Executor of the Settlor's Gross Estate for Federal Estate Tax purposes; and b. All proceeds of insurance on the Settlor's life which, if paid to a Beneficiary other than the Settlor's Estate, would be exempt from inheritance or similar death taxes under applicable state death laws. Section 6.02 -Direction to Minimize Taxes In the administration of the Trust hereunder, its Fiduciaries shall exercise all available tax related elections, options, and choices in such a manner as they, in their sole but reasonable judgment (where appropriate, receiving advice of tax counsel), believe will achieve the overall minimum in total combined present and reasonably anticipated future administrative expenses and taxes of alI kinds. This applies not only to said Trust, but also to its Beneficiaries, to the other Trusts hereunder and their Beneficiaries, and to the Settlor's Probate Estate. Without limitation on the generality of the foregoing direction (which shall to that extent supercede the usual fiduciary duty of impartiality), such Fiduciaries shall not be accountable to any person interested in this Trust or to Settlor's Estate for the manner in which they shall carry out this direction to minimize overall taxes and expenses (including any decision they may make not to incur the expense of a detailed analysis of alternative choices). Even though their decisions in this regard may result in increased taxes or decreased distributions to the Trust, to the Estate, or to one or more Beneficiaries, the Fiduciaries shall not be obligated for compensation readjustments or reimbursements which arise by reason of the manner in which the Fiduciaries carry out this direction. Section 6.03 -Judgment and Discretion of Trustee In the absence of proof of bad faith, alI questions of construction or interpretation of any trusts created by this Trust Agreement will be finally and conclusively determined solely by the Trustee, according to the Trustee's best judgment and without recourse to any court. Each determination by the Trustee is binding on the Beneficiaries and prospective Beneficiaries hereunder, both in being and unborn, as well as all other persons, firms, or corporations. The Trustee, when exercising any discretionary power relating to the distribution or accumulation of principal or income or to the termination of any trust, will be responsible only for lack of good faith in the exercise of such power. Each determination may be relied upon to the same extent as if it were a final and binding judicial determination. In the event of a conflict between the provisions of this Trust Agreement and those of the Pennsylvania Statutes, the provisions of this Agreement will control. ARTICLE SEVEN Resolution of Conflict Section 7.01 -Resolution of Conflict Any controversy between the Trustee or Trustees and any other Trustee or Trustees, or between any other parties to this Trust, including Beneficiaries, involving the construction or application of any of the terms, provisions, or conditions of this Trust shall, on the written request of either or any disagreeing parry served on the other or others, shall be submitted to arbitration. The parties to such arbitration shall each appoint one person to hear and determine the dispute and, if they are unable to agree, then the two persons so chosen shall select a third impartial arbitrator whose decision shall be final and conclusive upon both parties. The cost of arbitration shall be borne by the losing party or in such proportion as the arbitrator(s) REVOCABLE LNING TRUST AGREEMENT Page 16 shall decide. Such arbitration shall comply with the commercial arbitration rules of the American Arbitration Association, 140 West 5 I st Street, New York, I~rY 10200. Section 7.02 -Incontestability The beneficial provisions of this Trust Agreement are intended to be in lieu of any other rights, claims, or interests of whatsoever nature, whether statutory or otherwise, except bona fide pre-death debts, which any Beneficiary hereunder may have in Settlor's Estate or in the properties in trust hereunder. Accordingly, if any Beneficiary hereunder asserts any claim (except a legally enforceable debt j, statutory election, or other right or interest against or in Settlor's Estate, or any properties of this Trust, other than pursuant to the express terms hereof, or directly or indirectly contests, disputes, or calls into question, before any court, the validity of this Trust Agreement, then: 1. Such Beneficiary shall thereby absolutely forfeit any and all beneficial interests of whatsoever kind and nature which such Beneficiary or his or her heirs might otherwise have under this Trust Agreement and the interests of the other Beneficiaries hereunder shall thereupon be appropriately and proportionately increased; and 2. All of the provisions of this Trust Agreement, to the extent that they confer any benef ts, powers, or rights whatsoever upon such claiming, electing, or contesting Beneficiary, shall thereupon become absolutely void; and 3. Such claiming, electing, or contesting Beneficiary, if then acting as a trustee hereunder, shall automatically cease to be a Trustee and shall thereafter be ineligible either to select, remove, or become a Trustee hereunder. Section 7.03 -Trust Contests and Specific Omissions If any beneficiary under this trust, singly or in conjunction with any other person or persons, directly or indirectly: 1. contests in any court the validity of this trust or, in any manner, attacks or seeks to impair or invalidate any of its provisions; 2. contests in any court the validity of the Settlor's Trust or, in any manner, attacks or seeks to impair or invalidate any of its provisions; 3. seeks to obtain an adjudication in any proceeding in any court that this trust or any of its provisions or that Settlor's Trust or any of its provisions is void; 4. claims entitlement by way of any written or oral contract to any portion of the Settlor's estate, whether in probate or under this instrument; 5. unsuccessfully challenges the appointment of any person named as Trustee or successor Trustee o f thi s Trust, 6. objects in any manner to any action taken or proposed to be taken in good faith by the Trustee Settlor's Trust; 7. objects to any construction or interpretation of this Trust, or any provision of it, that is adopted or is proposed in good faith by the Trustee; 8. unsuccessfully seeks the removal of any person acting as Trustee of any Trust created under this instrument; 9. files any creditor's claim in Settlor's estate (without regard to its validity), whether the claim arose before or after the date of this instrument, but excepting claims for cash advanced or paid for expenses o.f the Settlor's last illness or funeral paid by said claimant; REVOCABLE LIVING TRUST AGREEMENT Page 17 10. attacks or seeks to invalidate any designation of beneficiaries for any life insurance policy on Settlor's life; 11. attacks or seeks to invalidate any designation of beneficiaries for any pension or IRA or other form of qualified or non-qualified asset or deferred compensation account, agreement or arrangement; 12. attacks or seeks to invalidate any trust which Settlor has created or may create during Settlor's lifetime, or any provision thereof, as well as any gift which Settlor has made or will made during Settlor's lifetime, whether before or after the date of this instrument; 13. attacks or seeks to invalidate any transaction by which Settlor sold any assets (whether to a relative of Settlor's or otherwise); or 14. refuses a request of Settlor's Trustee, Executor or other fiduciary to assist in the defense against any of the foregoing acts or proceedings, then that person's right to take any interest given to him or her by this trust shall be determined as it would have been determined if the person had predeceased the execution of this trust instrument without issue surviving. The provisions of the foregoing paragraph shall not apply to any disclaimer by any person of any benefit under this trust or under the Settlor's Trust. In the event that any provision of this Article is held to be invalid, void or illegal, the same shall be deemed severable from the remainder of the provisions of this Article and shall in no way affect, impair or invalidate any other provision in this Article; and if such provision shall be deemed invalid due to its scope or breadth, such provision shall be deemed to exist to the extent of the scope or breadth permitted by law. Section 7.04 -Benefits Confidential The Settlors further declare that it is their desire and intent that the provisions of this Trust Agreement are to remain confidential as to all parties. The Settlors direct that only the information concerning the benefits paid to any particular Beneficiary shall be revealed to such individual and that no individual shall have a right to information concerning the benef is being paid to any other Beneficiary. ARTICLE EIGHT General Provisions Section 8.01 -Distribution in Kind or in Cash On any division of the assets of the Trust Estate into shares or partial shares, and on any final or partial distribution of the assets of the Trust Estate, the Trustee, at his or her absolute discretion, may divide and distribute undivided interests of such assets on a pro rata or non-pro rata basis, or may sell any part of or all of such assets and may make divisions or distributions in cash or partly in cash and partly in kind. The decision of the Trustee, either prior to or on any division or distribution of such assets, as to what constitutes a proper division of such assets of the Trust Estate, shall be binding on all persons interested in any trust provided for in this Trust Agreement. REVOCABLE LIVING TRUST AGREEMENT Page 18 Section 8.02 -Spendthrift Provision Neither the principal nor the income of the trust shall be liable for the debts of a Beneficiary. Except as otherwise expressly provided in this Agreement, no Beneficiary of any trust shall have a:~y right, power, or authority to alienate, encumber, or hypothecate his or her interest in the principal or income of this Trust in any manner, nor shall the interests of any Beneficiary be subject to the claims of~ his or her creditors or liable to attachment, execution, or other process of law. The limitations herein shall not restrict the exercise of any power of appointment or the right to disclaim. Section 8.03 -Definition of Children The terms "Child" and "Children" as used in this Agreement mean the lawful issue of a Settlor or of the Settlors together. This definition also includes children legally adopted by a Settlor or by the Settlors together. Section 8.04 -Handicapped Beneficiaries Any Beneficiary who is determined by a court of competent jurisdiction to be incompetent shall not have any discretionary rights of a Beneficiary with respect to this Trust, or to their share or portion thereof. The Trustee shall hold and maintain such incompetent Beneficiary's share of the Trust estate and shall, in the Trustee's sole discretion, provide for such Beneficiary as that Trustee would provide for a minor. Notwithstanding the foregoing, any Beneficiary who is diagnosed for the purposes of governmental benefits (as hereinafter delineated) as being not competent or as being disabled, and who shall be entitled to governmental support and benefits by reason of such incompetency or disability, shall cease to be a Beneficiary of this Trust. Likewise, they shall cease to be a Beneficiary if any share or portion of the principal or income of the Trust shall become subject to the claims of any governmental agency for costs or benefits, fees, or charges. The portion of the Trust Estate which, absent the provisions of this section, would have been the share of such incompetent or handicapped person shall be retained in trust for as long as that individual lives. The Trustee, at his or her sole discretion, shall utilize such funds for the maintenance of that individual. If such individual recovers from his or her incompetency or disability and is no longer eligible for aid from any governmental agency, including costs or benefits, fees, or charges, such individual shall be reinstated as a Beneficiary after 60 days from such recovery and the allocation and distribution provisions as stated herein shall apply to that portion of the Trust Estate which is held by the Trustee subject to the foregoing provisions of this section. If said handicapped Beneficiary is no longer living and shall leave children then living, the deceased child's share shall pass to those children per stirpes. If there are no children, the share shall be allocated proportionately among the remaining Beneficiaries. ARTICLE NIl~E Successor 7'rzcstee Appointments Section 9.01 -Trustees All Trustees are to serve without bond. The following will act as Trustees of any Tnlsts created by this Trust Agreement, in the following order of succession: First: The undersigned, Elmer FI. Potteiger and / or Adonna D. Potteiger. Second: The Surviving Spouse. REVOCABLE LIVING TRUST AGREEMENT Page 19 Third: At the death or incapacity of the Sur~riving Spouse, ~'aroline ~l. ~tojier shall serve as First Successor Trustee. Last: A Trustee chosen by the majority of Beneficiaries, with a parent or legal guardian voting for minor Beneficiaries; provided, however, that the children of any deceased Beneficiary shall collectively have only one vote. Section 9.02 -Allocation and Distribution of The Trust Assets The Trustees shall allocate, hold, administer, and distribute the Trust Assets as hereinafter provided: 1. Upon the death of the first Settlor, the Trustee shall make any separate distributions that have been specified by the deceased Settlor. The Trustee shall also take into consideration the appropriate provisions of this Article. 2. Upon the death of the Surviving Spouse, the Trustee shall hold, administer, and distribute the Trust Assets in the manner hereinafter prescribed. Section 9.03 -Personal Property Distribution Notwithstanding any provision of this Trust Agreement to the contrary, the Trustee must abide by any memorandum by the Settlors, particularly that contained in the section entitled "Special Directives" incorporated into this Trust Instrument, directing the disposition of Trust Assets of every kind including, but not limited to, furniture, appliances, furnishings, pictures, china, silverware, glass, books, jewelry, wearing apparel, and all policies of fire, burglary, property damage, and other insurance on or in connection with the use of property. Otherwise, any personal and household effects of the Settlors shall be distributed with the remaining assets of the Trust Estate. Section 9.04 -Liability of Trustee The Trustee will not be responsible or liable for any loss which may occur by reason of depreciation in value of the properties at any time belonging to the Trust Estate nor for any other loss which may occur, except that the Trustee will be liable for each Trustee's own negligence, neglect, default, or willful wrong. The Trustee will n.ot be liable or responsible for the acts, omissions, or defaults of any agent or other person to whom duties may be properly delegated hereunder (except officers or regular employees of the Trustee) if such agent or person was appointed with due care. The Trustee may receive reimbursement from the Trust Estate for any liability, whether in contract or in tort, incurred in the administration of the Trust Estate in accordance with the provisions hereof, and the Trustee may contract in such form that such Trustee will be exempt from such personal liability and that such liability will be limited to the Trust Assets. Section 9.05 -Successor Trustees Any Successor Trustee shall have all the power, rights, discretion, and obligations conferred on a Trustee by this Trust Agreement. All rights, titles, and interest in the property of the Trust shall immediately vest in the successor Trustee at the time of appointment. The prior Trustee shall, without warranty, transfer to the Successor Trustee the existing Trust property. No Successor Trustee shall be under any duty to examine, verify, question, or audit the books, records, accounts, or transaction of any preceding Trustee; and no Successor Trustee shall be Liable for any loss or expense from or occasioned by anything done or neglected to be done by any predecessor Trustee. A Successor Trustee shall be liable only for his or her own acts and defaults. REVOCABLE LIVING TRUST AGREEMENT Page 20 ARTICLE TEN Rule Against Perpetuities Section 10.01 -Perpetuities Savings Clause Notwithstanding any other provision of this instrument, the Trusts created hereunder shall terminate not later than twenty-one (21) years after the death of the last survivor of all Settlors and any other Beneficiary or Beneficiaries named or defined in this Trust living on the date of the death of the first Settlor to die. The Trustee shall distribute remaining Trust principal and all accrued or undistributed net income hereunder to the Beneficiary or Beneficiaries. If there is more than one Beneficiary, the distribution shall be in the proportion in which they are Beneficiaries; if no proportion is designated, then the distribution shall be in equal shares to such Beneficiaries. ARTICLE ELEVEN General Provisions Section 11.01 -Governing Law It is not intended that the laws of only one particular state shall necessarily govern all questions pertaining to ali of the Trust hereunder. 1. The validity of the Trust hereunder, as well as the validity of the particular provisions of that Trust, shall be governed by the laws of the state which has suff cient connection with the Trust to support such validity. 2. The meaning and effect of the terms of this Trust Agreement shall be governed by the laws of the Commonwealth of Pennsylvania. 3. The administration of this Trust shall be governed by the laws of the state in which the principle office of the Trustee then having custody of the Trust's principal assets and records is located. The foregoing shall apply even though the situs of some Trust Assets or the home of the Settlor, a Trustee, or a Beneficiary may at some time or times be elsewhere. Section 11.02 -Invalidity of Any Provision If a court finds that any provision of this Trust Agreement is void, invalid, or unenforceable, the remaining provisions of this Agreement will continue to be fully effective. Section 11.03 -Headings The use of headings in connection with the various articles and sections of this Trust Agreement is solely for convenience and the headings are to be given no meaning or significance whatsoever in construing the terms and provisions of this Agreement. REVOCABLE LIVING TRUST AGREEMENT Page 21 - ,. v; n, ~ Section 11.04 - Ynterr<al ~c~venue Code Termit~olog~ ~~c.~)i6~ G. As used herein, the words "Crc'oss Estate," "Adjusted Gross estate," "Taxable Estate," "Unified Ct•edit," "State peath Tax Credit," "Maximum Marital Deduction," "Marital Deduction," and any other word or words which from the context in which it or they are used refer to the Ynteinal Revenue Code shall be assigned the same meaning as words have for the purposes of applying the Internal Revenue Code to a deceased Settlor's Estate. I'~eference to sections of the Internal Revenue Code and to the Internal Revenue Code steal] refer to the Ynternal Revenue Code amended to the date of such Settlor's death. Skill anr,r.r~n5 u a ~" p ~.1 k ~,.,,e ~~7 1~'V4CABI.E LIVING T~i~U'ST AG~EIutEN~' Page 22 Received Time Jun, 15, 2010 11:18AM No. 0089 v v n~ J~ ~ ',, ~~, ~ fi l~~ I n ~ U u n f( ST'ECYAY, bY~CTY'V'ES Off' ELME~ H. POTT'EIC~R No, 2?65 P, 4 I, ELMER PI. POTTEIGER a resident of the County of CLirnberland, Commonwealth of Pennsylvania, being of lawful age, and of sound and disposing mind and memory, and not acting under duress, fraud, or undue influence, hereby make, publish and declare this to be my Special Uirecti~ve, and Z incorporate TPIE ELMER I~i. POTTErGE12 AID ADON'N't1 D. POTTEIGER RE'~rOCABLE LZ~V'TN"G TRUST AG12E]/M)/I~T. ~YRST The natural objects of my affection are: 1 _ My 'Wife - Ador~nrz .D, .Potteiger 2. My Child - C~r-•olrrze A. S~orier SECOND Y direct that all estate and inheritance taxes payable as a result of my death, not limited to taxes assessed on property, shall be paid out of the residue of my Estate, and shall not be deducted or collected from any League, Devisee, or Beneficiary hereunder, THIRD In the event any of my named Beneficiaries should predecease me, all of that person's share of the Trust Estate shall be divided equally among that pe,rsor~'s children and issue per stirpes. Ian the event any such p~'edeceased Beneficiary leaves no surviving children or issue, then a]] of that person's sharp shall be distributed to the remaining primary Beneficiaries in equal shares. ~'O'U'RT~ Tn the event all of my named Beneficiaries and their children and issue predecease me, all of Che Trust Estate shall be distributed to my heirs at law. FIFTH I direct that all outstanding debts and/or loans owed by any Beneficiary shall be forgiven and deemed as having not existed. REVOCABZ,E LIVING TRUST ACxREEMEIVT Page 23 Received Time Jun, 15, 2010 11:18AM No. 0089 5~~~~ I direct that WARREN ~.. STONER, SR_ and WARREN' Y,. STONER, JR_ shall bath be specifically excluded from receiving any portion of this Trust Estate. SEVEN~'~ I direct that CAROLINE A STONER's share of this 'T`rust Estate shall be held in Trust until WARREN L_ STONER, SIZ_ is deceased. EIGHTH I direct that, before any distribution of the assets of the Trust Estate to the named Beneficiaries, certai~i specific distributions, if any, shall be made from the assets as set forth on the list attached hereto and marked "Exhibit A." NIN'~'~ I hezeby acknowledge and accept the "Special Directives," if any, of my spouse_ R.EVpCA.BLE LIVING TRUST AGREEMENT Page 24 Received Time Jun. 15. 2010 11;18AM No, 0089 SPECIAL 1DIRFCTIVES OF ADONNA D. POTTEIGER I, ADONNA D. POTTEIGER, a resident of the County of Cumberland, Commonwealth of Pennsylvania, being of lawful age, and of sound and disposing mind and memory, and not acting under duress, fraud, or undue influence, hereby make, publish and declare this to be my Special Directive, and I incorporate THE ELMER H. POTTEIGER AND ADONNA D. POTTEIGER REVOCABLE LNING TRUST AGREEMENT. FIRST The natural objects of my affection are: 1. M:y Husband - Elmer H. Potteiger 2. My Child - Caroline A. Stoner SECOND I direct that all estate and inheritance taxes payable as a result of my death, not limited to taxes assessed on property, shall be paid out of the residue of my Estate, and shall not be deducted or collected from any League, Devisee, or Beneficiary hereunder. THIRD In the event any of my named Beneficiaries should predecease me, all of that person's share of the Trust Estate shall be divided equally among that person's children and issue per stirpes. In the event any such predeceased Beneficiary leaves no surviving children or issue, then ail of that person's share shall be distributed to the remaining primary Beneficiaries in equal shares. FOURTH In the event all of my named Beneficiaries and their children and issue predecease me, all of the Trust Estate shall be distributed to my heirs at law. FIFTH I direct that all outstanding debts and/or loans owed by any Beneficiary shall be forgiven and deemed as having not existed. REVOCABLE LNING TRUST AGREEMENT Page 25 szxTH I direct that WARREN L. STONER, SR. and WARREN L. STONER, JR. shall both be specifically excluded from receiving any portion of this Trust Estate. SEVENTH I direct that CAROLINE A STONER's share of this Trust Estate shall be held in Trust until WARREN L. STONER, SR. is deceased. EIGHTH I direct that, before any distribution of the assets of the Trust Estate to the named Beneficiaries, certain specific distributions, if any, shall be made from the assets as set forth on the list attached hereto and marked "Exhibit A." NINTH I hereby acknowledge and accept the "Special Directives," if any, of my spouse. REVOCABLE LIVING TRUST AGREEMENT Page 26 SPECIAL INSTRUCTIONS FOR PREPARING ANrD ATTACI~TG r1.N "EXHIBIT A" TO YOUR REVOCABLE LIVING TRUST AGREEMENT If you have special instructions for bequests of property that were not included in the original trust planning documents, it is important that they be prepared correctly in order to accomplish your wishes. "Exhibit A" is not an amendment; it is a part of your original trust document. 1. The page(s) entitled "SPECIAL DLRECTNES OF ELMER H. POTTEIGER" and "SPECIAL DIRECTIVES OF ADONNA D. POTTEIGER" found near the end of the trust document entitled THE ELMER H. POTTEIGER AND .ADONNA D. POTTEIGER REVOCABLE LNING TRUST AGREEMENT needs to have a paragraph that basically says the following: I direct that my trust estate (or personal property or whatever the items in question are) be distributed according to the list attached hereto and marked „EXHIBIT A" . If your trust is a joint trust, an "Exhibit A" macst be mentioned in the SPECIAL DIRECTIVES of both. 2. Make as many copies of your blank "EXHIBIT A" as it takes to distribute your personal items, listing the individual property, the beneficiary of the property, and, if applicable, the dollar or percentage amount of trust property you wish to bequeath. 3. When you finish, number and initial each page, and sign the last page. Be sure to sign your signature and initials in front of your witnesses and a notary public. Date your "Exhibit A" the same date you signed your original trust agreement. (All gift pages must be entitled "EXI-IIBIT A." All pages must be numbered. Each page must have a place at the bottom for your initials; the last page mccst have a line for your full signature. Your signature must have two witnesses and a notary.) 4. Attach the original signed and witnessed copy to your original REVOCABLE LNING TRUST AGREEMENT. Put a copy of your "EXHIBIT A" with any trust copies you have stored, i.e., safe deposit box. 5. See attached sample for further help. If you have any questions, contact the attorney who prepared your trust. 6. Any changes made subsequent to the trust date should be placed in the "AMENDMENT TO REVOCABLE LIVIl~tG TRUST AGREEMENT" which follows "Exhibit A". LOOK FOR YOUR PERSONALIZED "EXHIBIT A" PAGES BEHIND THE ELMER H. POTTEIGER AND ADONNA D. POTTEIGER REVOCABLE LIVING TRUST AGREEMENT. SAMPLE ONLY "EXHIBIT A" ADDITIONAL SPECIAL DIRECTIVES OF ELMER H. POTTEIGER AND ADONNA D. POTTEIGER, TRUSTEES AND SETTLORS OF THE ELMER Fi. POTTEIGER AND ADONNA D. POTTEIGER REVOCABLE LIVING TRUST I direct that JAMES DOE get my railroad pocket watch. I direct that JANE DOE get the money in the FIRST NATIONAL BANK of Altuna, Texas, Account #111-11 I-111. I direct that JAMES DOE and JANE DOE each receive a % ownership in the house at 23 Lexington Avenue, Philadelphia, Pennsylvania. I direct that my railroad stock be divided equally among the children of JAMES DOE. I direct that my telephone stock be divided equally among the children of JANE DOE. I direct that each of my grandchildren receive $5,000 from my trust estate. It is my intent that this money be use:d for their college education. I direct that my car go to my granddaughter, MELISSA DOE, and my truck go to my grandson, JAMES DOE, JR. "EXHIBIT A" ADDITIONAL SPECIAL DIRECTIVES OF JOHN S. DOE AND MARY A. DOE Page of THE ELMER H. 1POTTEIGER AND ADONNA D. POTTEICER REVOCABLE LIVING TRUST AGREEMENT Declaration of Intent The undersigned hereby declare that, as Trustee of THE ELMER H. POTTEIGER AND ADONNA D. POTTEIGER REVOCABLE LIVING TRUST, they are acquiring and will hold in the name ELMER H. POTTEIGER and ADONNA D. POTTEIGER, but without further reference to their fiduciary capacity, all items listed on the attached schedule(s) hereto and incorporated herein as amended, from time to time, as well as household furnishings, automobiles, jewelry, bank accounts, securities, bonds, clothing and other personal property of any kind in their name or in either of their names and henceforth such assets shall and will belong to said Trust and not to them individually; and they further declare that, except to the extent of interest provided to them under the terms and provisions of said Trust, they have no personal interest in any of the above itemized personal properties, it being intended and this Declaration constitutes an affirmation of Trust ownership and an assignment to this Trust and shall be binding on their heirs, administrators, executors and assigns. .~ ~~ , ~`~f~ ~~~S WHEREOF, the undersigned have executed this instrument this ~' day of ~€ ~ • , ELMER H. POTTEIGER _ Settlor/Trustee ~ ~ .~~ ~.^ ~ ~,~ e~~ ~ ~ ADONNA D. POTTEIGER Settlor/Trustee COMMONWEALTH OF PENNSYLVAIVLA COUNTY OF CUMBERLAND BEFORE ME, the undersigned authority, on this day personally appeared ELMER H. POTTEIGER and ADONNA D. POTTEIGER, known to me to be the persons whose names are subscribed to the foregoing instrument, and acknowledged to me that they executed the same for the purposes and consideration therein expressed and in the capacity therein stated. ~~ -~, _ SUBSCRIBED AND SWORN this ~~ day of ~~~~ ,~~ ~~~~ Notary Public, Commonwealth of Pennsylvania NOTARIAi. SEAL T ODD B. GARR.Y, ~totary Public Lower Southam~tor~ T ~~r,, Sucks County ~ ~ f~1y Com~issier; Erwin== !day 3, 2004 'PENANCY AGREEMENT This Tenancy Agreement is entered into on this day by and between ELMER H. PUTTEIGER AND ADONNA D. POTTEIGER. FACTUAL SUMMARY E/ ELI~E ~I. P R AND ADONNA D. POTTEIGER were married on ~~ `~ ,and since that date have ac uired title to roe a _ q p p rty s ~ oint tenants with right of survivorship. ELMER H. POTTEIGER AND ADONNA D. POTTEIGER have created an estate plan using a revocable living trust and companion pour-over wills, and they now wish to convert all or part of their joint tenancy into tenancy in common property. ELMER H. POTTEIGER AND ADONNA D. POTTEIGER are aware. that they may, by agreement, convert their joint tenancy property into tenancy in common property so that they may better control their respective interests in the property on each of their deaths. AGREEMENT TO CHANGE JOINT TENANCY ASSETS TO TENANCY IN COMMON ELMER H. POTTEIGER AND ADONNA D. POTTEIGER hereby grant, convey and transfer their respective interests in their joint tenancy property to themselves as tenants in common, except for jointly-held property in Schedule A of this Tenancy Agreement, if any. ELMER H. POTTEIGER AND ADONNA D. POTTEIGER intend this agreement to be binding on themselves and on all others as to property held in joint tenancy with right of survivorship as of the date of this agreement regardless of the manner or form of the written title. ,---, ',~ .~~ LMER H. EI f ADONNA D. POTTEIGER make this agreement on the ~' day of ~~% ~ ~~~ --f r t ELMER H. POTTEIGE ~ %~_ c~-- ADONNA D. POTTEIGER REVOCABLE LIVING TRUST AGREEMENT COMMONWEALTH OF PENNSYLVANIA ss. ACKNOWLEDGMENT COUNTY OF CLTMBERLAI~TD This instrument was acknowledged before me on the date herein set forth ELMER H. POTTEIGER AND ADONNA D. POTTEIGER as husband and wife to certify which witness my hand and seal of office. ublic My fission Ex fires: NOTARIAL SEAL iC;~~ E. G.~RRY, PJotary Fubiic :~ ~ - _~ I_.~ Cc~;Tissi~~ Expires i,~ay 3, 2~ REVOCABLE LNING TRUST AGREEMENT December 22, 2010 COMMONWEALTH OF PENNSYLVANIA DEPARTMENT OF REVENUE BUREAU OF INDIVIDUAL TAXES PO Box 280601 HARRISBURG, PA 17128-0601 PNC WEALTH MANAGEMENT R. HERMANN GORGUS TAX OFFICER 1600 MARKET STREET 4TH FLOOR PHILADELPHIA, PA 19103-7240 COPY. Telephone (717) 787-3930 FAX (717) 772-0412 Re: Estate of ELMER H. POTTEIGER, JR File Number 2110-0443 Dear Sir or Madam: This is in response to your request for an extension of time to file the Inheritance Tax Return for the above estate. In accordance with Section 2136 (d) of the Inheritance and Estate Tax Act of 1995, the time for filing the return is extended for an additional period of six months. This extension will avoid the imposition of a penalty for failure to make a timely return. However, it does not prevent interest from accruing on any tax remaining unpaid after the delinquent date. The return must be filed with the Register of Wills on or before 06/17/2011. Because Section 2136 (d) of the 1995 Act allows for only one extra period of six (6) months, no additional extension(s) will be granted that would exceed the maximum time permitted. We now offer you the option to request your extension request via a-mail. Please use the following a-mail address: R_ A-InheritanceTaxExt state.pa.us. We are also able to respond to your extension request via a-mail. Please refer any questions to me concerning your extension. No questions will be answered from this a-mail address. Sincerely, ~~ ~ ~ ~~~~r Claudia Maffei, Supervisor Document Processing Unit ~~ Inheritance Tax Division IIUS c(;; IiLV' IUIiO ~i L~~AL R~GI~TR~4R'~ +~ER~~~i~Ci4Yl0l~ OF DEATH WARNING: It is illegal to duplicate this copy by photostat or photograph. ~ee for this certificate. X6.00 P 16427~~~ Certification N~il~ber This is to certify that the information here given correctly copied from an original Certificate of Deat duly filed with me as Local Registrar. The. origin certificate will be ~ ~rwarded to the State Vita Records f -- -or ~rmanent filing. ~ ~ Local Registrar Date Issued t>5-ta3 REV 11,2006 TYPE .PRINT IN COMMONWEALTH OF PENNSYLVANIA • DEPARTMENT OF HEALTH • VITAL RECORDS PeucK IEN"KT CERTIFICATE OF DEATH (See instructiente anal wsramnlwa nn rava~eal " JIAIt rllt NUMtlthl 1. Name d Oscedent tFvst, nvdak, lass. wtlia) 2. sex 3. Saul Sewmy Number 4. Date a Oeam IMmm. day. year( S. Aqe Fast BrVIdaY) Under I ar Under I Qa 6. Date d Blrm Monet, da . w 1 a G and sWa or la roan Ba. Place d Deam Ctbck one ~~ a~ tkxxa ksraxa Mosprcal: OtMr 87 Yrs. une 5, 1922 Mechanicsbur PA [~rlpabent ^ ER 1 outpa0enl ^ DOA ^ NlYSilg Nom. ^ Resxkrla ^ otnr • Spedy BD. County d Osam &. CAy, Bono, Twp. d Oeam 8d. Facrley Nartw (II not ulsteuoon, give west and rartlber) 9. Was Decedent d ? ~K Ongln ~ No ^Yes 10. Rea: Arrwian kldan. Bock YrTr, et CumbPxland E. Pennsboro (n yr, spsWy Goan. ,gpr,„ ~-p. Holy Spirit Hospital Mexican. Puero Ryan, etc l , t t. OerrderN's Usual tanKind a work done dun most d Ma. Oo nd stale retired 12. Was Dscedera ever m the t3. Decedemts Edlrratan (SDeaN only nayrsl grade completed) 1{. Mama) Stahu: Mamed, Never Married, 15. Sunwmg Spouse Ik wN gne rtMden twos) , KIM d Work Kind a Busnes ss/Industry u.S. Amwd Forces? Ele i O ! Secadary (a12) Cdlege (t-4 a 5.) widowed. Divorced (Speahl Metal Lather Self- to ed [ ~Y ^ • } r No d {~, q ( treat, aryl town stets. zip code) Decedents Drd Deceaern 1 n ~ L eeK KQ. I-t Actual Residerla t 7a. Swte p°nnS~L1Ue~2'11 d LTrve t]c. yt;Yes, Decedent lived h s i l c sQr ~lncT Twp mst . oe lp~ ME?Chan1CSbL1L'C~, PA 17~5~ t7o.l;ouruy t'1TmFvcL'Lc1nf~ 17d ^No.Oecedentlnedwltfkn AcOW lrNls d Cy I BIYO 18. Famels Name (First, coddle, tau, wfhx) 19. Motlrfs Name IF,rst. huddle, nulden surrwmel 2Ua. INOrmanrs Name (Type r PmQ 20b. InkxmanYS M1ladrng Address (SUeat, c'tY !sown. star, zp coal ind n ~ 21 a. Ml:dad a Dlspav Wn ~ y~Cnmation ^ DanaDOn _ ^ Burin ^ Removal Iran Stal 21D. Dale d Dlspo:,lan (Month. day. Year) 21 c. Place of Drsppytgn (Name d amelery, crematory or ogler place) 21 d. law0on icily r town. stall. zp code) e r Wr CrornaUOn a Dortatlon AlNlaited ^ l)ttlu - 1 OY Yedkal Examiner/CaawT Yes^ No ~ ~} signature d Funeral rson arnlg as such( 22b. l,cense Number 22c. Narna and Address d Facrbty Hetrick CYematlon SerV1C2S ~" - COItIpkM gems 238t ony when arDlyrrg 23a. To die best d my knew m acar at tM ,dale and staled. (Sx~natws and taW) 23D. Ucense Number physcwn a nq avarlaole u Dme d deem to 23c. Date Sgrd IMonm, Wy, yaarl arby ease d earn. Y, , 1 ~ "l d- ~ m ~ t~ R ~ ~ b ~ hems 2426 must r carpeted by person 21 7rrr d Dean 25 Dale Prlxlorxlced Dead (Monet, day. year( 26 Was Cass Rele~rre~d/Jp Medical Exarnner / Caorrr tar a Reason Odler man GenlaObn a Doroeon? ~ wrq prOrWWlcee deem. ~ ~ M. MQ ~L ~ ~ 7 ~] CJ ~ 0 ^Yes t1O No CAUSE OF OEATH (Soo tnsinutbno arW ollampNo) 1 ApWOxunala hlenral: _ Pan u: Enter other 26. Dd Tatwxo Use CorerblAe b Dwm? 11am 27. PM 1: Enter dr ~gjgygp(y - Clseasas, iryunas. a mrtlp6caoons ,mat dvectly caused the deem. DO NOT enW tsminal events such u carrkac arrest, 1 Onsu to Deam bu nrn re n tM ands cause an n PM I. D Y rrprabry arrest s1YDry ~p19 9N or venlncular fibriWtlon •vtllgII snowtr ^ P tlr a0 l l N , g ogy. r o ast o ropaay y one cause on earn Wr. r r ^ No ^ llrYuloaT tMi/EOtATE IFnalldisaaseor /1' r cald0on r n death N ~ u ~/~ ~/ / ~7 L _~ a. V (J R, 29. II Ferrule: 1 ` , 1l -'I Yy Dw W la as a p ^ Nd prqurq wIM Poq f+at / f r /~ D ~~ " ~~~ J~ ~ t~+ ~~~~ l ~ Ci % i J/v i r/ (~ U /`S ^ Pregnant u tint a rleaet ~ea~yg b dle~cause (w d ~m ne~ e a. Entw du UNDFALYWG CAUSE Dw to for as a oQ: i , ^ Na pregwK Wt pregunt roll ~2 days laieeaa. a nN+rY mac w0ated the c , d seam events resulting n eeaml (.AST. r Due to (a as a tbruaQuerrs dl: 1 ^ Na pregrwe, (xA prgwe e3 daya b 1 yet • d. ' rovers arm 1 ^ llreugwn a pregwe wl/kn tl+e D~ Y•r 30a Was an Aubpsy 300. Wets Aut F ~ ~Y "'d^9s 31. Marvrr d Deem 321. DaM d UMWy IMonm. day, Yurl 32D Describe How Inµuy Occurred Pertained. AraeaDr Pray to Conpletxvl 32c. Place d v*xyr. Hartle, Farm Street Pettey , , / d Cause d Deam~ ': "'w`y ^ ~~ ~ &~5. •r- ISPphI -1/ ^ Yes M NO ^Yes ^ No ^i1o~n1 ^ Perxlrg Inves4jaDat mod. Tine a Uyury 32e. Inryry at wodc~ 32f. tl Transporg0on Irpury /Speciy/ 32g. Loramn d nKxy ISUeeI, my /town. state) ^ Suicde ^ Could tdW be Delennnad M ^Yes ^ No ^ Dinrer I Operator ^ Passager ^ Pedesinan Oeux 3Peryly 13a. Ceraluu (check any one) ' ~dYM9 DOY~~ IPOY~ cwuyuu3 rouse d aam when anomer pnysruarl nos pronounced deem arq completed Item 23) 33b. Sgrnnre Tide d Ceroker To tM IIeM of my knowledge, Gam occlured dw to ttr ausya(and manrrr r awed _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ ' rorlourlcln era c nd h i i P - - - - - - - - - y a ylrlg p ys c an I nysrc+an Dom pronaxw: dean and a In9 mhn9 to reuse d aeaml To tM trot a my knowledge, a.m oalurW at ttr Ume, date. and plarw, and dw to the cauea(a) and manor r sated D 33c license Number . 33d. Date Srgned iMUlm, day. Year) _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ • Medical ExamirwYCdrgrf On tlr O i i Iv ( -/- U ~ 7 ° ~ i ~ 2 b ~'3 as s exam nadon and / a investigatb opinion. death occumd u Ilr time, der, and place. and dw to tM cause(d) and manner as statad_ ^ 31. rlarrw and Ar]dress d Pe Yvno CaApeted Cause o1 Deam (beet 27) Type r P ' - 35 Reguaru s and - ~ a a ~ a (Mon y. Ysul ,i'~ ~- C / ~ ~ ~ ~/ L 'f ra ~ ~ ~1 S ~ 3 /~/ O Q TH Z 137 S l l l l I ~ ~~.-~l0 cs ~ M ? H , ~~- ~ pA , ~ 7 0 // a DlsaauDbn PerrNt No. r~2GL~_I ..~ COPY COMMONWEALTH OF PENNSYLVANIA COUNTY OF CUMBERLAND SHORT CERTIFICATE I , GL ENDA FA RNER S TRA SBA UGH Register for the Probate of Wi 11 s and Granting Letters of Administration in and for CUMBERLAND County, do hereby certify that on the 2 7th day of April , Two Thousand and Ten, Letters TESTAMENTARY in common form were granted by the Register of said County, on the estate o f EL MER H PO TTE/GER JR late o f S/L VER SPRING TO WNSH/P (First, Middle, Lastl in said county, deceased, to PNC BANK N.A. (First, Middle, Lastl and that same has not since been revoked. IN TESTIMONY WHEREOF, I have hereunto set my hand and affixed the seal of said office at CARLISLE, PENNSYLVANIA, this 27th day of April Two Thousand and `Pen . Fi 1 e No . 20 ~ 0- 00443 PA Fi 1 e No . 21- 10- 0443 Date of Death 3/17/2010 S . S . # ~ 86-14-5791 NOT VALID WITHOUT ORIGINAL SIGNATURE AND IMPRESSED SEAL ~ O ~ ~ 0 j ~ U Q O O r r O O N N t~D M r- O O N Rf ~ ~ ~L N LL 0 m N O c~ Efl c~ N O ~ ~ N L d C O O ~' N as ~ ~L a iii 0 o ~I ~ ~ ~. ~ o ~m ~ ~ '~ ~ o ~ N C ~ _O ~ N ~' `~ ~ cB .Q~ ~~ O ~•~ ~ ~ O 00 ~L ZQ~ X v~~c~ L ~ ~ i O ~ ~ ~ '~ C ~ i ~ O ~ ~ ~ N ~ ~ ~ Q t6 OZ C O O ~ N ~ ~ • ••O ... = a°'O ~ ~' .. ~ ~ ~~.~ L ~ ~ •- L oE~Q.~ ~ ~ ~ ~ ~ cOOXCa ~ O ~ ~ C V~M+-~ O X•- ~ N~ W•~~~ U ~nw m ~•L c~ .-- -~ a 3~,,~~~, U 'a ~ O.~ O O .Q Z 'a O ~ O i .cn X01 ~ X 'a ~ ~ ~ w~~ ~~ c~ ~ ' a~ ~ OW~co _Z~~~ ~~~~_ ~ ~ ~ c U noo``o ~~_~~~ 3~~~ ~ ~ '~ ~ ~ ~ ~ ~N N~ ~ ~~ '- •- U i ~ ~ ~ U ~ ~ ~ W y..+ _ _ L ~ Oww O " 1 L O .~ ~ `- 'L U ~. m ~ Q cn c~ ~ ~cac~~ .~ ~ .N ~ ~~~ c ~ ~ ~ o ~°~°~°.n :^ Qa* • ~ • O N (B c Apr. i 5. 2010 10 ; 28AP~ Pf1~C BAr~~K 412-705-2747 ~~0.0646 P. 2/3 COPY ~~ ~A#~t~IG T~F ~~~t - April 15, 2010 Beth Musser PNC Bank V~ealth Management RE: Elmer H Potteiger SSN: 186-14-5791 DOD: 03-1'7-2010 Dear Ms. Musser: In response to your request for Date of Death {DOD) balances for the customer noted above, our records show the fo.[lowing: C~ec~ng Accost Account # 5070083:262 Established: 10-20-2004 ELI~R & ADONNA POTTEIGER TR.T ELMER & ADONI~TA POTTEIGE~ TTEES ~ ~ ~RTAD 123103 DOD balance: $ 5.275.65 + 0.02 accrued interest Account rr 5112701162 +~ Established: O 1-25-2010 / ~ELMER H POTTEIC~ER .~R DOD balance: $ 122,676.01 + 27.47 accrued interest 5$v~gs Accaumt Account # 5000S09K65~ Established: 10-20-2004 ELMER & ADO~TA POTTEIGER TRT ELMER & ADO~II~IA. POTTEIG.ER TTEES ~ ,/ URTAD 123103 DOD balance: $ 4,644,33 + 0.02 accrued interest Page 1 of 2 pp r. 15, 20 ~ 0 10 ; 28AC~i Ff1~C BR~~K 412-105'-2 i 47 ~~~o. 0646 P, 3% 3 Please note that ttus~of~ce provides date of death balances far deposit accounts (IRAs, CDs, Checking and Savi~;gs). We da not prQCess any financial ~ransactiQns or provide ~tate~eats. If you need assistazace with sny of these items, please call 1-858 PNC-BANK (1-8SS-762-2265) or stop by your local PNC Bsnk branch off ce. SII1CeT8Iy, National Financial Services Center PNC Bank, N.A. Iviem~er FDIC ., Pale 2 of 2 Allianz Life Insurance Company of North America ~~~ ~ ~~ ~ '~ PO Box 59060 Minneapolis, MN 55459-0060 800.950.1962 April 8, 2010 ESTATE OF ELMER H POTTEIGER C/O PO BOX 3822 LANCASTER PA 17604 Re: Annuity Policy Number 70352764, 70352871 & 70390776 Dear Beneficiary: ~~C~~~~~ ~~~~~~~~5®~~ ~, J ~ We sent you this letter because you are the named beneficiary of Elmer Potteiger and we have not yet received a claim for benefits. Listed below is information needed to file a claim for benefits on the fixed annuity contract(s). Payment Options Choose one of the options in Section IV on the claim form. Contract Information Contract Number Annuitizatian Minimum Payout Cash Qualified or Value Period Value Nonqualified 70352764 $56,128.09 5 years $45,787.58 Non Qualified 70352871 $175,923.24 5 years $134,577.04 ~ Non Qualified 70390776 $400,715.75 5 years $331,835.47 Non Qualified Policy values are affected by withdrawals, partial surrenders, loans, a!?d !~?arket value adjustments; as a result, values quoted in this letter may increase or decrease and are not guaranteed. Glaim Requirements • Please be advised that this policy 70390776 contains a Death Benefit Rider. Additional benefits will be paid directly to the beneficiary at the time of claim. • Copy of the certified death certificate (only one copy is required for the deceased) • Fixed Annuity Claim Form completed for the estate and signed by the court-appointed executor or personal representative of the estate • Employer Identification Number (EIN) for the Estate -please visit the IRS website at www.irs.gov or call 1-800-829-4933 for instructions and/or forms to obtain the EIN • Letters Testamentary, or Small Estate Affidavit if applicable, which provides the name of the court appointed executor or personal representative Estate as Beneficiary form is attached Once we receive your claim requirements, allow 15 business days for processing. We look forward to serving you as our valued customer. If you have any questions, feel free to call us at 800.950.1962. Annuity Claims Allianz Life Insurance Company of North America c: Forbes, Larry R c: Carrio Jose c: Karasik Dennis c: Rodriguez Anthony LCL-1005 rev 7/1/09 Allianz Life Insurance Company of North America PO Box 59060 Minneapolis, MN 55459-0060 800.950.19fi2 June 18, 2010 ESTATE OF ELMER H POTTEIGER C/O PNC BANK NA, Po Box 3822 LANCASTER PA 17604 Re: Elmer H. Potteiger, deceased Policy Number: 7035287'( Taxable Amount: $0.00 Dear Executor: COPY R~C~i~l~~ ~'I~C~.DVISJR~ Allianz Ali Please accept our sincere sympathies. We thank you for providing the necessary information to process your claim. You will be receiving a check under separate cover in the amount of $134,577.04, representing the net benef[t and a check in the amount of $2,139.71, representing the Death Benefit Rider proceeds. Please be advised that: the taxable amount is $0.00 therefore you wil( not be receiving a 1099R form early next year. Should you have any questions, p{ease call the Claims Team at 800.950.1962. Thank you. Annuity Claims Allianz Life Insurance Company of North America c: Forbes, Larry R LCL-1026 Rev. 7/1/2009 Allianz Life Insurance Company of North America PO Box 59060 Minneapolis, MN 554.`i9-OOfi0 800.950.1962 June 12, 2010 ESTATE OF ELMER H POTTEIGER C/O PNC BANK NA PO BOX 3822 LANCASTER PA 17604 Re: Elmer 1-i. Potteiger, deceased Policy Number: 70390776 Taxable Amount: $0.00 COPY Allianz Ali ~~~ A~~/'lf 5~~~ Dear Executor: Please accept our sincere sympathies. We thank you for providing the necessary information to process your claim. You will be receiving a check under separate cover in the amount of $334,029.07, representing the net benefit and a check in the amount of $7,767.57, representing the Death Benefit Rider proceeds. Please be advised that the taxable amount is $0.00 therefore you will not be receiving a 1099R form early next year. Should you have any questions, please call the Claims Team at 800.950.19fi2. Thank you.. Annuity Claims Allianz Life Insurance t;ompany of North America c: Forbes, Larry R LCL-1026 Rev. 7/112009 COPY NAT~~~T.AL WESTERN LIFE INSURANCE COMPANY ° ~~~ ~1 ~~~ .:, _,. `~\4 h'j~ ~ ~l f~~a+ MM • l ~ •-- August 10, 2010 _. ~ - ' -- ~~~ ~ /> --~-~~; PNC Bank I`3.A. Attention: Beth Musser For Estate of Elmer Potteiger PO Box 382:2 Lancaster, P.A 17604 Subject: Annuity Certificates No. 0101087132 and 0101087133 Elmer Potteiger, deceased annuitant Ms. Musser: Mr. Potteiger's estate is the beneficiary of 0101087132. This annuity was issued in April, 2004 with Adonna Potteiger but following her death in 2005, Elmer Potteiger elected to become the annuitant under spousal continuation. He did not name a beneficiary for himself under this annuity, therefore, his estate is the beneficiary. The annuity offered the option of making a Loan using the policy values. In January, 2006, Mr. Potteiger requested a loan of $275,000.00. The values were not sufficient for this loan value but a loan of $260,215.98 was issued to him as confirmed by the enclosed copy of the Non-Qualified Loan Agreement and copy of the loan check issued. Interest accrued on the loan on each anniversary date. The loan was made without a withdrawal charge, however, in accordance with terms of the loan agreement under #S, any amount owed to the Company upon the annuitant's death will be treated as a cash withdrawal and the Accumulation Account will be reduced. The Accumulation Account value on his date of death was $520,412.75 but this value was reduced by the loan value/withdrawal charge of $434,272.38. This leaves a value of $86140.37 payable under a S year installment, or, the CashValue of $32483.40 payable for a lump surn payment to the estate. The claim will be paid under this annuity when we receive the Annuity Claimant Statement completed by the bank making an election for settlement. A certified death certificate for Mr. Potteiger is also still needed. 850 EAST ANDERSON LANE AUSTIN, TEXAS 75752-1602 512-536-1010 AUTOMATED VOICE RESPONSE TOLL-FREE 888-695-5001 WATS 800-531-5442 CLIENT SERVICES DIRECT WATS LINE 800-922-9422 CLAIMS 800-531-5442 WWW.NATIONALWESTERNLIFE.COM ~TATZ®N1~L ~~STE~N J~ LIFF. JNSUR.ANCE CUNII'ANY 9 Annuity Certificate No. 0101087133 is payable to the beneficiaries listed in our letter of 1Vlay 61 , 2010, a copy of which is enclosed. No claim has yet been made by any of the listed beneficiaries. This annuity was issued originally with Elmer Potteiger as the annuitant, therefore, he had named contingent beneficiaries. This annuity also had an outstanding loan at the time of his death. The value remaining after deduction of the ioanlwithdrawal charge which are to be divided among the beneficiaries is $167,652.31 under a 5 year installment payout, or, $108,171.58 for a lump sum payment divided accordingly. Please provide us with a listing of the addresses for each beneficiary for 0101087133 if you have that: information available with the estate information. Let me know if you have further questions or need additional information before submitting a claim on behalf of Mr. Potteiger's estate. Cordially, Doris Kruse Vice President - Policy Benefit Department 850 EAST ANDERSON LANE AUSTIN, TEXAS 78752-1642 SI2-83G-1410 AUTOMATED VOICE RESPONSE TOLL-FREE 888-G95-500I WATS 800-531-5442 CLIENT SERVICES DIRECT WATS LINE 800-922-9422 CLAIMS 800-531-5442 ~'{~WW.NATIONALWESTERNLIFE. COM ,~..~ N~T~oN~. ~~ WESTERN ~ LITE fivSUR.4NCF C011iP.~'~fY May 6, 2010 Beth Musser PNC Bank PO Box 3 822 Lancaster, PA 17604 Sub~}ect: Annuity Certificate 0101087132 and 0101087133 Annuitant: Elmer Potteiger, deceased Dear Nis. Musser: COPY We are providing information to you regarding the outstanding claim for each of Mr. Potteiger's National Western Life annuity certificates. As we previously discussed, we are unable to release the financial information until we receive the Short Certificate showing the Bank's appointment as Trustee/Executar of Mr. Potteiger's Estate. Mr. Potteiger's Estate is designated as the primary beneficiary of Annuity Certificate 0101087132. The Estate may receive payment under one of the following distribution options: I . A lump sum payment of the Cash Value as of the date of loss. 2. An insl~allment payout of Accumulation Value over a S year fixed period. Upon receipt of the Short Certificate or Letters Testamentary we will be able to release values and provide the appropriate forms for making an election for distribution. This information may be faxed to S I2--719-8533. For Annuity Certificate 0101087133, Mr. Potteiger designated Caroline Stoner, Cathy Watkins, ~ - -~ Christina Watkins, Nathaniel Watkins, Cindy and Nicole .lohnson as beneficiaries. Caroline Stoner was designated to receive 20% share, with the remaining beneficiaries to receive 16% share. Please provide any contact information you may have for the beneficiaries noted so we may direct future communication to them. Please contact the Policy Benefit Department at 800-531-5442 extension S8S if you have questions regarding the options noted. Cordially, P4L1CY BENEI~IT DEPARTMENT /ddr 850 EAST ANDERSON LANE AUSTIN, TEJ~AS 78752-1G02 512-$36-1010 AUTOMATED VOICE RESPONSE TOI.1-FREE 888-695-5001 WATS 500-531-5442 CLIENT SERVICES DIRECT WA'rS LINE 800-922-9422 CLAIMS 800-53I-5442 WW1X! NATIONALWESTERNLIFE. COM O~~ M~T~~~ E7id Nic~t~aE Fsrsartcial A€~>tur~rk ?77 Research #~rivc PH 1.866.702.2194 FX 402.479.0198 Estate of Elmer H. Potteiger Karen Frick PO Box 3822 Lancaster, PA 17604 OM FINANCIAL LIFE INSURANCE COMPANY OM FINANCIAL LIFE INSURANCE COMPANY OF NEW YORK ~E~EiVEG p~c ~,nv~so~s ,~ ~,-~~, ~~,~~ ~ 1 !:~ ~~ May 24, 2010 STATEMENT OF BENEFITS Policy Number(s) L9145396 Death Benefit $49,693.03 Interest from to at Settlement Interest $0.00 Tax Withholding Subtotal $49,693.03 TOTAL $49,693.03 Payee: Estate of Elmer H. Potteiger Taxable Amount: $10,702.69 A check will be mailed from our Lincoln, Nebraska Service Center under separate cover. If you should have any questions, feel free to contact our office at 1-866-702-2194. Sincerely, Lisa Antonson Senior Claims Examiner OM Financial Life Insurance Company www . o m f n c o m Old Mutual Financial Network is the marketing name for OM Financial Life Insurance Company (Home Office, Baltimore, MD); and OM Financial Life Insurance Company of New York (Home Office, Purchase, NY). . 1 ~~~ .'T.2 ~~~ j.. •.!. dun `~~c~~ ~,h Life Financial June 10, 2010 PNC Bank Attention: Beth Musser PO B ox 3 822 Lancaster, PA 17b04 R~CEIVE~ PNC AQVISOR~ JUN .i ~ Z~; rL; RE: Keypoz-t Index MultiPoint Annuity Contract Number KA14036162-01 Elmer H. Potteiger {Deceased} Owner Elmer H. Potteiger {Deceased} Annuitant Dear Ms. Musser, We are writing in regard to the contract referenced above. COPY As of March 1:7, 2010, this contract had an Indehed Valuc of $50;451.43, a surrender Value of $58,'7b5.54, and a Guaranteed End of Term Value of $64,039.58. We hope this information has been helpfiil. If you have any questions, please contact our Customer Sezvice Department at (800} 367-3653. 51nCez'ely, l/tG~ Lorelei J. Lemire Correspondence Representative 17995258