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HomeMy WebLinkAbout08-15-11 ESTATE OF GOLDIE S. BARNES DATE OF DEATH: NOVEMBER 6, 2010 PENNSYLVANIA INHERITANCE TAX RETURN Prepared by: Estate Tax Department Wells Fargo Bank, N.A. P.O. Box 3099 (D4000-042) Winston-Salem, NC 27150 1519894294 1505610148 REV-1500 Ex (°'-'°, PA Department of Revenue Bureau of Individual Taxes Po sox zaosoi INHERITANCE TAX RETURN Harrisburg, PA 17128-0601 RESIDENT DECEDENT OFFICIAL USE ONLY .County Code Year File Number 2L 10 12D4 ENTER DECEDENT INFORMATION BELOW Social Security Number Date of Death MMDDYYW Date of Birth MMDDYYW 188-12-3729 11D62010 D1091922 Decedent's Last Name Suffix Decedent's First Name M I BARNES GOLDIE S (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 THIE - - REGISTER OF WILLS FILL IN APPROPRIATE BOXES BELOW 1. Original Return ^ 2. Supplemental Return ^ 3. Remainder Return (date of death prior to 12-13-82:) ^ 4. Limited Estate ^ 4a. Future Interest Compromise (date of ^ 5. Federal Estate Tax Return Required Decedent Died Testate 6 © death after 12-12-82) 7 i i Li i D d t M t d T 1 S f S l N b f D . . n a ne v ece en a a ng rust . Tota um er o a e eposit Boxes (Attach Copy of Will) (Attach Copy of Trust) ^ 9. Litigation Proceeds Received ^ 10. Spousal Poverty Credit (date of death ^ 11. Election to tax vender 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 VERLYN B• LUTHER, VP 336-747-8683 First line of address WELLS FARGO BANK, N • A • , Executor Second line of address P 0 BOX 3099 D4DD0042 City or Post Office State ZIP Code WINSTON-SALEM NC 27150 REGISTER ILLS USE O6tLY =~ C) -_ L~ :) :. 5~:~ ~'° - cry , ~'• rrr: ~-~-~ - ~ _ -l ^ ~7 -- ATE f9LED f~, ~ ~~' correspondent'se-mail address: VERLYN - LUTHERaWELLSFARGO • COM Under penalties of perjury, I declare that 1 have examined this return, inGuding accompanying schedules and statements, and <o the best of my knowledgeand helief, it is true, correct and complete. Declaration of preparer other than the personal representative is based on all information of which preparer has any knowledge. SIGNATURE OF PERSON RESPONSIBLE FOR FILING RETI~RN e S argo Ban }, N. A. , Executor PATE Y~ r' ._; _ ADDRESS =-r ~ P.0• BOX 3D99 D4000-D42 WINSTON-SALEM,INC 27150 SIGNATURE OF PREPARER OTHER THAN REPRESENTATIVE DATE ADDRESS PLEASE USE ORIGINAL FORM ONLY 1505610148 Side 1 9M4647 4.000 1505610143 J REV-1500 EX 1505610248 Decedent's Social Security Number 188-12-3729 Decedents Name BARNES G Q D T F ~ RE CAPITULATION _ 1. Real Estate (Schedule A) 1 0 • 0 0 2. Stocks and Bonds (Schedule B) . 2. 7 51.0 0 3. Closely Held Corporation, Partnership or Sole-Proprietorship (Schedule C) , 3 0 • 0 0 4. Mortgages and Notes Receivable (Schedule D) 4 0 • 0 0 5. Cash, Bank Deposits and Miscellaneous Personal Property (Schedule E) 5. 2 , 0 9 6 , 9 7 8 •0 0 6. Jointly Owned Property (Schedule F) ~ Separate Billing Requested g 0 • 0 0 7. Inter-Vivos Transfers & Miscellaneous Non-Probate Property (Schedule G) ~ Separate Billing Requested 7. 2 , 4 0 0 ,19 5.0 0 8. Total Gross Assets (total Lines 1 through 7) 8 ~4 , 4 9 7 , 9 2 4 •0 0 9. Funeral Expenses and Administrative Costs (Schedule H), g 137 , 9 9 5.0 0 10. Debts of Decedent, Mortgage Liabilities, and Liens (Schedule I) 10 12 ,18 2.0 0 1 1. Total Deductions (total Lines 9 and 10) , . 11 15 0 ,17 7. 0 0 12. Net Value of Estate (Line 8 minus Line 11) 12. ~4 , 3 4 7 , 7 4 7.0 0 13. Charitable and Governmental Bequests/Sec 9113 Trusts for which an election to tax has not been made (Schedule J) , . 13 0 • 0 0 14. Net Value Subject to Tax (Line 12 minus Line 13) , , 14. l~ , 3 4 7 , 7 4 7.0 0 TAX COMPUTATION -SEE INSTRUCTIONS FOR APPLICABLE RATES 15. Amount of Line 14 taxable at the spousal tax rate, or transfers un~er Sec. 9116 (a)(1.2) x .o - 0.0 0 15. 0.0 0 16. Amount of Line 14 xable 4~ at lineal rate X 0 17. . 0. 0 0 Amount of Line 14 taxable 16. 0. 0 0 at sibling rate x .12 216 , 4 4 5.0 0 17. 2 5, 9 7 3 •0 0 18. Amount of Line 14 taxable at collateral rate X .15 4 ,131, 3 0 2.0 0 18. 619 , 6 9 5.0 0 19. TAX DUE 19. 645,668.00 20. FILL IN THE BOX IF YOU ARE REQUESTING A REFUND OF AN OVERPAYMENT Side 2 1505610248 1505610248 9M4648 4.000 REV-1500 EX Page 3 Decedent's Cmm~lrata Orlrlroce• File Number ~-~+ ~+u y~u~ DECEDENTS NAME BARN S GO D E S STREET ADDRESS C MBER AND CITY STATE Zip MECHANIC BURG PA 17055- Tax Payments and Credits: 1. Tax Due (Page 2, Line 19) (1) 6 4 5 , 6 6 8 -0 0 2. CreditslPayments A. Prior Payments 31, 5 7 9.0 0 B. Discount 6 0 0, 0 0 0. 0 0 Total Credits (A + B) (2) 6 31, 5 7 9 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) 0 • 0 0 5. If Line 1 + Line 3 is greater than Line 2, enter the difference. This is the TAX DUE. (5) 14,089.00 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 c. retain a reversionary interest; or . ~ ~ d. receive the promise for life of either payments, benefits or care? . ® ~~ 2. It death occurred after Dec. 12, 1982, did decedent transfer property within one year of death without receiving adequate consideration? . ~ 3. Did decedent own an "in trust for" or payable-upon-death bank account or security at his or her death? ~ ~ ' 4. Did decedent own an individual retirement account, annuity, or other non-probate property, which contains a beneficiary designation? ® ~~ IF THE ANSWER TO ANY OF THE ABOVE QUESTIONS IS YES, YOU MUST COMPLETE SCHEDULE G AND FILE IT AS PART OF THE RETURN. For dates of death on or after July 1, 1994, and before Jan. 1, 1995, the tax rate imposed on the net value of transfers to or for the use of the surviving spouse is 3 percent [72 P.S. §9116 (a) (1.1) (i)]. For dates of death on or after Jan. 1, 1995, the tax rate imposed on the net value of transfers to or for the use of the surviving spouse is 0 percent [72 P.S. §9116 (a) (1.1) (ii)]. The statute does not exempt a transfer to a surviving spouse from tax, and the statutory requirements for disclosure of assets and filing a tax return are still applicable even if the surviving spouse is the only beneficiary. For dates of death on or after July 1, 2000: • The tax rate imposed on the net value of transfers from a deceased child 21 years of age or younger at death to or for the use of a natural parent, an adoptive parent or a stepparent of the child is 0 percent [72 P.S. §9116(a)(1.2)]. • The tax rate imposed on the net value of transfers to or for the use of the decedent's lineal beneficiaries is 4.5 percent, except as noted in 72 P.S. §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. 9M467~ 2.000 REV-'1503 EX+ (6-g8) COMMONWEALTH OF PENNSYLVANIA INHERITANCE TAX RETURN RESIDENT DECEDENT ESTATE OF FILE NUMBER GOLDIE S. BARNES 21 10 1204 All property jointly-owned with right of survivorship must be disclosed on Schedule F. ITEM VALUE AT DATE NUMBER DESCRIPTION OF DEATH 1. 25 Par UNITED STATES SAVINGS BOND SERIES E 4.0$ 3/1/10 CUSIP: 912537VN4 2 25 Par UNITED STATES SAVINGS BOND SERIES E 7.5$ 10/1/08 CUSIP: 912537UV7 3 25 Par UNITED STATES SAVINGS BOND SERIES E 6.0$ 5/1/07 CUSIP: 912537UC9 4 25 Par UNITED STATES SAVINGS BOND SERIES E 7.5$ 11/1/05 CUSIP: 912537TJ6 5 25 Par UNITED STATES SAVINGS BOND SERIES E 7.5$ 6/1/04 CUSIP: 912537SR9 6 25 Par UNITED STATES SAVINGS BOND SERIES E 7.5$ 1/1/03 CUSIP: 912537RY5 TOTAL (Also enter on line 2, Recapitulation) I $ 3wasss i.ooo (If more space is needed, insert additional sheets of the same size) SCHEDULE B STOCKS & BONDS 111 107 139 134 130 130 751 REV-1508 EX+ (8-98) COMMONWEALTH OF PENNSYLVANIA INHERITANCE TAX RETURN RESIDENT DECEDENT SCHEDULE E CASH, BANK DEPOSITS, 8~ MISC. PERSONAL PROPERTY ESTATE OF FILE NUMBER GOLDIE S. BARNES 21 10 1204 Include the proceeds of litigation and the date the proceeds were received by the estate. All property JoinUyowned with the right of survivorship must be disclosed on Schedule F. ITEM VALUE AT DATE NUMBER DESCRIPTION OF DEATH UPON THE DEATH OF HARRY BARNES, JR., A MARITAL TRUST AND CREDIT SHELTER TRUST (FAMILY TRUST) WERE ESTABLISHED FOR THE BENEFIT OF MRS. BARNES. WELLS FARGO BANK, N.A., IS SERVING AS SOLE TRUSTEE OF BOTH THE MARITAL AND FAMILY TRUSTS. MRS. BARNES WAS ENTITLED TO ALL NET INCOME FROM BOTH TRUSTS AND DISCRETIONARY PRINCIPAL SUBJECT TO AN ASCERTAINABLE STANDARD FOR HER EDUCATION, HEALTH, MAINTENANCE, AND SUPPORT. THE ELECTION UNDER SECTION 9113 (A) OF THE PENNSYLVANIA INHERITANCE AND ESTATE TAX ACT WAS NOT MADE TO PAY TAX UPON THE DEATH OF THE FIRST SPOUSE, HARRY BARNES, JR. THE EXECUTOR ELECTED TO DEFER PENNSYLVANIA INHERITANCE TAX UNTIL THE DEATH OF HIS SURVIVING SPOUSE ON BOTH THE MARITAL AND FAMILY TRUSTS PURSUANT TO SECTION 2113(b)OF THE PENNSYLVANIA INHERITANCE TAX ACT. THEREFORE,BOTH THE MARITAL AND FAMILY TRUSTS ARE INCLUDIBLE IN THE ESTATE OF MRS. BARNES. 1 HARRY C BARNES FAMILY TRUST (ACCOUNT 1513894411) 1,667,555 ASSETS LISTED ON THE ATTACHED VALUATION 2 HARRY C BARNES, JR. MARITAL TRUST (ACCOUNT 1513894420) 389,908 ASSETS ARE LISTED ON THE ATTACHED VALUATION Interest accrued to 11/6/2010 1 3 THE DECEDENT WAS THE EXECUTOR OF HER HUSBAND'S ESTATE. MR. BARNES' ESTATE WAS INVOLVED IN AN ASBESTOS LIGIGATION LAWSUIT. THE ESTATE OF GOLDIE S. BARNES IS THE SOLE BENEFICIARY OF THE PROCEEDS OF THE LITIGATION. 1,000 ESTIMATED PROCEEDS 4 REMAINING ESCROW TRUST BALANCE HELD WITH COUNSEL 357 5 WACHOVIA BANK, N.A. CROWN CLASSIC CHECKING XXXX3380 28,595 Interest accrued to 11/6/2010 1 6 REIMBURSEMENT OF MEDICARE PART B PREMIUMS 850 7 UNITED HEALTHCARE INSURANCE CO 26 Total £rom continuation schedules 8,685 TOTAL Also enter on line 5 Reca itulation $ 2 , 096, 978 3wasgo i. ooo (If more space is needed, insert additional sheets of the same size) Estate of: GOLDIE S. BARNES 21 10 1204 Schedule E (Page 2) Item Value at Date No. Description of Death REIMBURSEMENT 8 AETNA INSURANCE 117 9 PENN TREATY LONG TERM CARE INSURANCE 2,640 REIMBURSEMENTS 10 ROWE'S AUCTION SERVICE 578 GROSS PROCEEDS SALES OF TANGIBLE PERSONAL PROPERTY 11 SEWING BOX WITH CONTENTS 35 12 CIGAR BOX WITH LIGHTERS, ETC. 45 13 VERIZON PENSION PAYMENT 879 SEE SCHEDULE I FOR PORTION RETURNED NOT DUE DECEDENT 14 VERIZON FINAL PRORATED PENSION PAYMENT 120 15 U.S. TREASURY 3,470 2010 INDIVIDUAL INCOME TAX REFUND DUE 16 PENNSYLVANIA DEPARTMENT OF REVENUE 801 2010 INDIVIDUAL INCOME TAX REFUND DUE Total (Carry forward to main schedule) 8,685 Estate Valuation Date of Death: 11/06/2010 Valuation Date: 11/06/2010 Processing Date: 01/28/2011 Shares Security or Par Description High/Ask Low/Bid 1) 15894.3 SECURED MKT DEP ACCT (99999Y999) PRINCIPAL Accrual 2) 1543.32 SECURED MKT DEP ACCT (99999Y999) INVESTED INCOME Accrual 3) 38056.976 NUVEEN MUN TR (67065Q822) LTD TRM MUNI I Mutual Fund (as quoted by NASDAQ) 11/OS/2010 9) 10369.769 PIMCO FDS PAC INVT MGMT SER (693390691) HIGH YIELD FD Mutual Fund (as quoted by NASDAQ) 11/05/2010 5) 7486.248 PIMCO FDS PAC INVT MGMT SER (693391559) EMRG MKTBD ZNS Mutual Fund (as quoted by NASDAQ) 11/05/2010 6) 9198.747 PIMCO FDS PAC INVT MGMT SER (693390882) FOREGNBD I US$ Mutual Fund (as quoted by NASDAQ) 11/05/2010 7) 2169.502 WT MUT FD (929348769) CRM MDCP VAL I Mutual Fund (as quoted by NASDAQ) 11/05/2010 8) 4489.948 DAMS NY VENTURE FD INC (239080901) CL Y Mutual Fund (as quoted by NASDAQ) 11/05/2010 9) 721.709 DREYFUS INVT FDS (26203E836) BO SCP GRWTH I Mutual Fund (as quoted by NASDAQ) 11/05/2010 101 3053.934 GOLDMACd SACHS TR (38192Y401) GRW OPPT INSTL Mutual Fund (as quoted by NASDAQ) 11/05/2010 11) 2194.909 ROYCE FD (780905451) PREMIER FD W Mutual Fund (as quoted by NASDAQ) 11/05/2010 12) 16220.096 WELLS FARGO FDS TR (949915565) ADV ENDV SEL I Mutual Fund (as quoted by NASDAQ) 11/05/2010 E;-1 Estate of: Goldie Barnes Account: Barnes Family Trust Repor= Type: Date of Death Number of Securities: 17 File ID: 1513894411 Mean and/or Div and Int Security Adjustments Accruals Value 0.18 1,543.32 0.01 10.96000 Mkt 10.960000 417,104.46 9.95000 Mkt 9.450000 97,999.32 11.63000 Mkt 11.630000 87,065.06 10.91000 Mkt 10.910000 95,808.33 27.28000 Mkt 27.280000 59,097.61 34.01000 t9kt 34.010000 152,703.13 51.38000 Mkt 51.380000 37,081.91 23.29000 Mkt 23.290000 71,114.48 19.35000 Mkt 19.350000 92,471.99 9.68000 Mkt 9.680000 157,010.53 Page 1 This report was produced with EstateVal, a product of Estate Valuations & Pricing Systems, Inc. If you have questions, please contact EVP Systems at (818) 313-6300 or www.evpsys.com. (Revision 7.1.1) Date of Death: 11/06/2010 Valuation Date: 11/06/2010 Processing Date: O1/2B/2011 Shares Security or Par Description High/Ask Low/Bid 13) 13004.645 DELAWARE POOLED TR (246298306) INTL EQTY PTFL Mutual Fund (as quoted by NASDAQ) 11/05/2010 14) 3734.897 LAZARD FDS INC (52106N889) EMERG MKT INST Mutual Fund (as quoted by NASDAQ) 11/05/2010 15) 7362.281 CREDIT SUISSE COMMODITY RETURN (225448305) COMMON CL Mutual Fund (as quoted by NASDAQ) 11/05/2010 16) 3082.651 MORGAN STANLEY INSTL FD INC (61799J317) INTL REALEST I Mutual Fund (as quoted by NASDAQ) 11/05/2010 17) 4791.018 ROWE T PRICE REAL ESTATE FD (779919109) COM Mutual Fund (as quoted by NASDAQ) 11/OS/2010 Total Value: Total Accrual: Total: 51,667,554.85 Estate of: Goldie Barnes Account: Barnes Family Trust Report Type: Date of Death Nu~~er of Securities: 17 File ID: 1513894911 Mean and/or Div and Int Security Adjustments Accruals Value 14.01000 Mkt 14.010000 182,195.08 22.02000 Mkt 22.020000 82,242.93 9.50000 Mkt 9.500000 69,941.67 20.30000 Mkt 20.300000 62,577.82 17.90000 Mkt 17.900000 85,759.22 51,667,554.66 50.19 Page 2 This report was produced with EstateVal, a product of Estate Valuations & Pricing Systems, Inc. If you have questions, please contact EVP Systems at (818) 313-6300 or www.evpsys.com. (Revision 7.1.1) E-2 Estate Valuation Date of Death: 11/06/2010 Estar_e of: Goldie Barnes Valuation Date: 11/06/2010 Account: Harry C Barnes Jr Marital Trust Processing Date: 11/29/2010 Report. Type: Date of Death Numk~er of Securities: 16 Fi:e ID: 1513899920 Shares Security Mean and/or Div ar.d Int Security or Par Description High/Ask Low/Bid Adjustments Accruals Value 1) 46550.36 SECURED MARKET DEPOSIT ACCOUNT (99999Y949) 46,550.36 PRINCIPAL Accrual 0.53 2) 1966.22 SECURED MARKET DEPOSIT ACCOUNT (99999Y944) 1,966.22 INVESTED INCOME Accrual O.G2 3; 2767.528 JPMORGAN TR II (981200603) HIGH YLD FD SELC Mutual Fund las quoted by NASDAQ) 11/05/2010 8.29000 Mkt 8.290000 22,992.81 9) 8373.557 WELLS FARGO ADVANTAGE FDS (94985D673) WFA PN TXFR INST Mutual Fund has quoted by NASDAQ) 11/05/2010 11.19000 Mkt 11.190000 93,700.10 5) 1072.961 PIMCO FDS PAC INVT MGMT SER (693390882) FOREGNBD I US$ Mutual Fund (as quoted by NASDAQ) 11/05/2010 10.91000 Mkt 10.910000 11,706.00 6) 987.013 WT MUT FD (929398769) CRM MDCP VAL I Mutual Fund (as quoted by NASDAQ) 11/05/2010 27.28000 Mkt 27.280000 13,285.71 7) 998.264 DAMS NY VENTURE FD INC (239080401) CL Y Mutual Fund (as quoted by NASDAQ) 11/05/2010 34.01000 Mkt 34.010000 33,950.96 8) 202.079 DREYFUS ZNVT FDS (26203E836) BO SCP GRWTH I Mutual Fund las quoted by NASDAQ) 11/05/2010 51.38000 Mkt 51.380000 10,382.82 9) 687.023 GOLDMAN SACHS TR (38142Y401) GRW OPPT INSTL Mutual Fund (as quoted by NASDAQ) 11/05/2010 23.29000 INkt 23.290000 16,000.77 10) 619.574 ROYCE FD (780905951) PREMIER FD W Mutual Fund (as quoted by NASDAQ) 11/05/2010 19.35000 Mkt 19.350000 11,892.01 11) 599.271 SSGA FDS (784929925) EMRG MKTSEL CL Mutual Fund (as quoted by NASDAQ) 11/GS/2010 22.94000 Mkt 22.990000 13,632.58 12) 931.675 WELLS FARGO FDS TR (94975P751) EMRGN EQ INSTL Mutual Fund (as quoted by NASDAQ) 11/CS/2010 23.61000 P9kt 23.610000 10,191.85 Page 1 This report was produced with EstateVal, a product of Estate Valuations & Pric_ng Systems, Inc. If you have questions, please contact EVP Systems at (818) 313-6300 or www.evpsys.com. (Revision 7.1.1; Date of Death: 11/06/2010 Valuation Date: 11/06/2010 Processing Date: 11/29/2010 Shares Security or Par Description High/Ask Low/Bid 13) 3593.799 WELLS FARGO FDS TR (949915565) ADV ENDV SEL I Mutual Fund (as quoted by NASDAQ) 11/05/2010 14) 2125.719 DELAWARE POOLED TR (246298306) INTL EQTY PT FL Mutual Fund (as quoted by NASDAQ) 11/05/2010 15) 1792.115 ING EQUITY TR ( 99981V706) REAL ESTATE I Mutual Eund (as quoted by NASDAQ) 11/05/2010 16) 626.679 MORGAN STANLEY INSTL FD INC (61749J317) INTL REALEST I Mutual Fund (as quoted by NASDAQ) 11/05/2010 Total Value: Total Accrual: Total: $389,908.91 Estate of: Goldie Barnes Account: Harry C Barnes Jr Marital Trust Report: Type: Date of Death Number of Securities: 16 File ID: 1513894920 Mean and/or Div and Int Security Adjustments Accruals Value 9.68000 Mkt 9.680000 39,787.99 14.01000 Mkt 19.010000 29,781.32 14.79000 Mkt 19.790000 26,415.78 20.30000 Mkt 20.300000 12,721.58 $399,908.36 $0.55 Page 2 This report was produced with EstateVal, a product of Estate Valuations & Pricing Systems, Inc. If you have questions, please contact EVP Systems at (818) 313-6300 or www.evpsys.r_om. (Revision 7.1.1) REV-1510 EX + (Og-09) pennsylvania DEPARTMENT OF REVENUE INHERITANCE TAX RETURN RESIDENT DECEDENT SCHEDULE G INTER-VIVOS TRANSFERS AND MISC. NON-PROBATE PROPERTY fE OF GOLDIE S. BARNES 21 10 1204 This schedule must be completed and filed if the answer to any of questions 1 through 4 on page three of the REV-1500 is yes. ITEM NUMBE DESCRIPTION OF PROPERTY INCLIAETI-EW~MEOF7FETRANSFEREE,7HEIRRELATIONSHIPTODECEDENTAND 7HEDATEOFTRMISFERATTACHACOPVOFTHEDEEDFORREALESTATE. DATE OF DEATH VALUE OF ASSET %OFDECD~S INTEREST EXCLUSION IF APPLICABLE TAXABLE VALUE ~~ THE DECEDENT CREATED THE GOLDIE S. BARNES LIVING TRUST ON JUNE 27, 2000 WITH AMENDMENTS DATED MARCH 18, 2003 AND JUNE 9, 2005. ASSETS OF THE GOLDIE S. BARNES TRUST (ACCOUNT 1519894294) ARE LISTED ON THE ATTACHED VALUATION 2,378,836 100.0000 0 2,378,836 Interest accrued to 11/6/2010 2 100.0000 2 2 WACHOVIA BANK, N.A. IRA ODODf3688 PAYABLE ON DEATH TO THE GOLDIE S. BARNES LIVING TRUST DATED 6/27/2000 2,040 100.0000 0 2,040 Interest accrued to 11/6/2010 2 100.0000 2 3 WACHOVIA BANK, N.A. IRA X}ODs:1327 PAYABLE ON DEATH TO THE GOLDIE S. BARNES LIVING TRUST DATED 6/27/2000 13,279 100.0000 0 13,279 Interest accrued to 11/6/2010 18 100.0000 lg 4 AMERICAN GENERAL INDIVIDUAL RETIREMENT ANNUITY (NOW WESTERN NATIONAL LIFE INSURANCE COMPANY XXX~C5 4 6 6 PAYABLE ON DEATH TO THE GOLDIE S. BARNES LIVING TRUST DATED 6/27/2000 6,018 100.0000 0 6,018 5 THE DECEDENT WAS RECEIVING PENSION BENEFITS FROM STATE RETIREE SERVICES PLAN FOR BETHLEHEM STEEL CORPORATION. THERE ARE NO CONTINUING BENEFIT PAYMENTS DUE TO ANYONE AFTER THE DECEDENT'S DEATH 0 100.0000 0 0 TOTAL (Also enter on line 7, Recapitulation) $ 2,400,195 If more space is needed, use additional sheets of paper of the same size. 9W46AF 2.000 G-1 Estate Valuat ion Date of Death: 11/06/2010 Estate of: Goldie S. Barnes Valuation Date: 11/06/2010 Account: Goldie S. Barnes Living Trust Processing Date: 11/29/2010 Report Type: Date of Death Number of Securities: 27 File ID: 1519894294 Shares Security Mean and/or Div and Int Security or Par Description High/ Ask Low/Bid Adjustments Accruals Value 1) 88258.66 SECURED MARKET DEPOSIT ACCOUNT (99999Y994) 88,258.66 PRINCIPAL Accrual L. 02 2) 43019.88 SECURED MARKET DEPOSIT ACCOUNT (99999Y999) 43,019.88 INVESTED INCOME Accrual 0.99 3) 800 ISHARES TR (464287176) BRRCLYS TIPS BD NYSE Arca Equities Exchange 11/05/2010 111 .77000 111.46000 H/L 11/08/2010 111 .85000 111.47000 H/L 111.637500 89,310.00 9) 21992.365 JPMORGAN TR II (981200803) HIGH YLD FD SELC Mutual Fund (as quoted by NASDAQ) 11/OS/2010 8.29000 Mkt 8.290000 182,316.71 5) 18559.762 VANGUARD MUN BD FD INC (922907878) INTR TE ADMRL Mutual Fund (as quoted by NASDAQ) 11/OS/2010 13.80000 Mkt 13.800000 256,124.72 6) 25828.924 VANGUARD PA TAX FREE ED (92204L104) LONG TAXEX INV Mutual Fund (as quoted by NASDAQ) 11/05/2010 11.23000 Mkt 11.230000 290,058.82 7) 9278.851 PIMCO FDS PAC INVT MGMT SER (693391559) EMRG MKTBD INS Mutual Fund (as quoted by NASDAQ) 11/05/2010 11.63000 Mkt 11.630000 107,913.04 8) 8651.961 PIMCO FDS PAC INVT MGMT SER (693390882) FOREGNBD I US$ Mutual Fund (as quoted by NASDAQ) 11/05/2010 10.91000 Mkt 10.910000 99,392.89 9) 1017 COMCAST CORP NEW (20030N101) CL A The NASDAQ Stock Market LLC 11/05/2010 21. 16000 20.88000 H/L 11/08/2010 20. 99000 20.72000 H/L 20.937500 21,293.59 10) 500 PNC FINL SVCS GROUP INC (693975105) COM New York Stock Exchange 11/05/2010 59. 00000 56.12000 H/L 11/08/2010 58. 26000 56.73000 H/L 57.52500 28,763.75 11) 9000 AT&T INC (002068102) COM New York Stock Exchange 11/05/2010 29. 97000 29.13000 H/L 11/08/2010 29. 23000 29.01000 H/L 29.210000 116,890.00 Page 1 This report was produced with EstateVal, a product of Estate Valuations & Pricing Systems, Inc. If you have questions, please contact EVP Systems at (818) 313-6300 or www.evpsys.r_om. (Revision 7.1.1) Date of Death: 11/06/2010 Valua tion Date: 11/06/2010 Estate of: Goldie 5. Barnes Proce ssing Date: 11/<^9/2010 Account: Goldie 5. Barnes Living Trust Report Type: Date of Death Numb er of Securities: 27 File ID: 1519894299 Shares Security Mean and/or Div and Int Security or Par Description High/Ask Low/Bid Adjustments Accrual s Value 12) 290 FRONTIER COMMUNICATIONS CORP (35906 A108) COM New York Stock Exchange 11/05/2010 9.16000 8.98000 H/L 11/08/2010 9.29000 8.91000 H/L 9.085000 2,180.40 13) 1000 VERIZON COMMUNICATIONS INC (92343V1 09) COM New York Stock Exchange 11/05/2010 33.62000 33.03700 H/L 11/08/2010 33.39000 32.92000 H/L 33.229250 33,229.25 19) 2000 EXELON CORP (30161N101) COM New York Stock Exchange 11/05/2010 41.28000 40.95000 H/L 11/08/2010 91.91000 91.11000 H/L 41.187500 82,375.00 15) 498 PFL CORP (693517106) COM New York Stock Exchange 11/05/2010 27.08000 26.74000 H/L 11/OB/20i0 27.03000 26.83000 H/L 26.920000 13,406.16 16) 300 UGI CORP NEW (902681105) COM New York Stack Exchange 11/05/2010 30.81000 30.54000 H/L 11/08/2010 30.65000 30.91000 H/L 30.602500 9,180.75 17) 656 VODAFONE GROUP PLC NEW (92857W209) SPONS ADR NEW New York Stock Exchange 11/OS/2010 28.96000 28.11000 H/L 11/08/2010 28.93000 28.05000 H/L 28.262500 18,590.20 18) 8927.202 ARTIO GLOBAL INVT FDS (04315J837) INTL EQTY II I Mutual Fund (as quoted by NASDAQ) 11/05/2010 12.80000 Mkt 12.800000 107,868.19 19) 2935.662 WT MUT FD (929348769) CRM MRCP VAL I Mutual Fund (as quoted by NASDAQ) 11/05/2010 27.28000 lykt 27.280000 80,089.86 20) 651.878 DREYFUS INVT FDS (26203E836) BO SCP GRWTH I Mutual Fund (as quoted by NASDAQ) 11/DS/2010 51.38000 Mkt 51.380000 33,493.49 21) 3257.329 GOLDMAN SACHS TR (38192Y401) GRW OPPT INSTL Mutual Fund (as quoted by NASDAQ) 11/OS/2010 23.29000 Mkt 23.290000 75,863.19 22) 2007.61 ROYCE FD (780905951) PREMIER FD W Mutual Fund (as quoted by NASDAQ) 11/05/2010 19.35000 Mkt 19.350000 38,847.25 Page 2 This report was produced with EstateVal, a product of Estate Valuations 6 Pricing Systems, Inc. If you have questions, please contact EVP Systems at (818) 313-6300 or www.evpsys.com. (Revision 7.1.1) Date of Death: 11/06/2010 Valuation Date: 11/06/2010 Processing Date: 11/24/2010 Shares Security or Par Description High/Ask Low/Bid 23) 1681.973 HARBOR FD (411511306) INTL FD INSTL Mutual Fund (as quoted by NASDAQ) 11/05/2010 24) 6070.917 LAZARD FDS INC (52106N889) EMERG MKT INST Mutual Fund (as quoted by NASDAQ) 11/05/2010 25) 9032.52 COHEN & STEER INSTL RLTY SHS (192970106) COM Mutual Eund (as quoted by NASDAQ) 11/05/2010 26) 3503.009 MORGAN STANLEY INSTL FD INC (61794J317) INTL REALEST I Mutual Fund (as quoted by NASDAQ) 11/05/2010 27) 10637.913 PIMCO FDS PAC INVT MGMT SER (722005667) COMM REALSTR I Mutual Fund (as quoted by NASDAQ) 11/05/2010 Total Value: Total Accrual: Total: 52,378,837.67 Estate of: Goldie S. Barnes Account: Goldie S. Barnes Living Trust Report Type: Date of Death Number of Securities: 27 File ID: 1519894299 Mean and/or Div and lint Security Adjustments Accruals Value 61.74000 Mkt 61.790000 103,814.19 22.02000 Mkt 22.020000 133,681.59 39.00000 Mkt 39.000000 157,268.28 20.30000 Mkt 20.300000 71,111.08 9.19000 Mkt 9.190000 99,600.42 $2,378,836.16 51.51 Page 3 This report was produced with EstateVal, a product of Estate Valuations & Pricing Systems, Inc. If you have questions, please contact EVP Systems at (818) 313-6300 or www.evpsys.com. (Re•,~ision 7.1.1) REV-1511 EX+(10.09) Pennsylvania SCHEDULE H DEPARTMENTOF REVENUE FUNERAL EXPENSES AND INHERITANCE TAX RETURN ADMINISTRATIVE COSTS RESIDENT DECEDENT tStATE OF FILE NUMBER GOLDIE S. BARNES 21 10 1204 Decedent's debts must be reported on Schedule I. ITEM NUMBER DESCRIPTION AMOUNT A. FUNERAL EXPENSES: ~ GILBERT L. DAILEY FUNERAL HOME, INC. 1,285 Total from continuation schedules . (450) B. ADMINISTRATIVE COSTS: 1. Personal Representative Commissions: Name(s) of Personal Representative(s) WELLS FARGO BANK, N A EXECUTOR Street Address P.O. BOX 3099 D4000-042 City WINSTON-SALEM State NC ZIP 27150 Year(s) Commission Paid: 2011 2. Attorney Fees: 60 , 855 3. Family Exemption: (If decedent's address is not the same as claimant's, attach explanation.) Claimant Street Address City State ZIP Relationship of Claimant to Decedent 4. Probate Fees: 5. Accountant Fees: 6. Tax Return Preparer Fees: 7. 1 WELLS FARGO BANK, N.A. ESTATE SETTLEMENT FEE 57,238 Total from continuation schedules . 19,067 TOTAL (Also enter on Line 9 Recapitulation) ~ $ _ 137 , 995 swasA~ z.ooo If more space is needed, use additional sheets of paper of the same size. Estate of: GOLDIE S. BARNES Schedule H Part 1 (Page 2) Item No. Description 2 VERIZON FUNERAL ALLOWANCE DEATH BENEFIT FROM VERIZON Total (Carry forward to main schedule) 21 10 1204 Amount (450) (450) Estate of: GOLDIE S. BARNES 21 10 1204 Schedule H Part 7 (Page 2) 2 WELLS FARGO BANK, N.A. HARRY BARNES FAMILY TRUST (ACCOUNT 1513894411) SETTLEMENT FEE 16,300 3 DAVID H. RADCLIFF RADCLIFF LAW OFFICE, P.C. HARRY BARNES FAMILY TRUST (ACCOUNT 1513894411) ATTORNEY FEES 2,160 4 DIVISION VITAL RECORDS TWO (2) DEATH CERTIFICATES FOR HARRY C. BARNES lg 5 PAID BY RADCLIFF LAW OFFICE FROM ESCROW ACCOUNT FOR GOLDIE S. BARNES PETITION LETTERS TESTAMENTARY $20.00 WILL $15.00 SHORT CERTIFICATE $16.00 JCS FEE $23.50 AUTOMATION FEE $ 5.00 TOTAL $79.50 80 6 ROWE'S AUCTION SERVICE EXPENSES OF SALE OF TANGIBLE PERSONAL PROPERTY: COMMISSIONS $250.00 HAULING $ 60.00 TOTAL $310.00 310 7 DAVID H. RADCLIFF RADCLIFF LAW OFFICE, P.C. ESTATE ADVERTISEMENT IN CARLISLE SENTINEL 124 B DAVID H. RADCLIFF RADCLIFF LAW OFFICE, P.C. ESTATE ADVERTISING CUMBERLAND COUNTY LAW JOURNAL 75 Total (Carry forward to main schedule) 19,067 REV-1512 EX+ (12-08) pennsylvania SCHEDULE I DEPARTMENTOF REVENUE DEBTS OF DECEDENT, INHERITANCE TAX RETURN RESIDENT DEC MORTGAGE LIABILITIES 8c LIENS EDENT ESTATE OF FILE NUMBER GOLDIE S. BARNES 21 10 1204 Report debts incurred by the decedent prior to death that remained unpaid at the date of death, including unreimbursed medical expenses. ITEM VALUE AT DATE NUMBER DESCRIPTION OF DEATH 1' MESSIAH NURSING HOME FEES 9,713 2 ALERT PHARMACY SERVICES, INC. 7 3 DAVID H. RADCLIFF RADCLIFF LAW OFFICE, P.C. 1,255 4 QUANTUM IMAGING & THERAPEUTIC ASSOCIATION 4 5 VERIZON BENEFITS CENTER PENSION BENEFIT RETURNED NOT DUE DATE OF DEATH 703 6 WELLS FARGO BANK, N.A. 2010 INDIVIDUAL INCOME TAX PREPARATION FEE 500 TOTAL (Also enter on Line 10 Recapitulation) ~ $ _ 12 , 182 swasArl z.ooo If more space is needed, insert additional sheets of the same size. REV-1513 EX+(01-10) Pennsylvania DEPARTMENTOF REVENUE INHERITANCE TAX RETURN RESIDENT DECEDENT ESTATE OF: FILE NUMBER: (~T.1lTF. C S2nD7JT.!C Gl 1 V 1.GV4 RELATIONSHIP TO DECEDENT AMOUNT OR SHARE NUMBER NAME AND ADDRESS OF PERSON(S) RECEIVING PROPERTY Do Not List Trustee(s) OF ESTATE I TAXABLE DISTRIBUTIONS [Include outright spousal distributions and transfers under Sec. 9116 (a) (1.2).] 1. NANCY L. FLEMING 1250 SOUTH MOUNTAIN ROAD DILLSBURG, PA 17019 SEE ATTACHED SCHEDULE Sister 216,445 2 GUY C. BARNES, JR 1325 KLINES RUN ROAD WRIGHTSVILLE, PA 17368 SEE ATTACHED SCHEDULE Nephew 1,086,937 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 DISTRIBUTIONS 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 S HEET. .... $ p -- SCHEDULE J BENEFICIARIES avV4tiAl ZAUU .. ... _.-'r ~-- •~ •~~~-~~ ~ u~.. o~.~u aviiai anccw VI NaNCI VI UIC SdIIl6 SIZe. Estate of: GOLDIE S. BARNES 21 10 1204 Schedule J Part 1 (Page 2) Item No. Description Relation Amount 3 DOUGLAS P. BARNES 927 OAKWOOD AVENUE SPRING GROVE, PA 17362 SEE ATTACHED SCHEDULE Nephew 1,086,937 4 WILLIAM E. SMITH 207 N. BALTIMORE STREET DILLSBURG, PA 17019 SEE ATTACHED SCHEDULE Nephew 150,571 5 MARGO S. SLABONICK 304 PINCH ROAD MANHEIM, PA 17545 SEE ATTACHED SCHEDULE Niece 150,571 6 CINDY S. SAUBLE 325 LOCUST STREET EAST BERLIN, PA 17316 SEE ATTACHED SCHEDULE Niece 150,571 7 ANDY L. TAYLOR 1809 GERMANY ROAD EAST BERLIN, PA 17316 SEE ATTACHED SCHEDULE Nephew 150,571 8 DALE H. TAYLOR 19 WOOD LANE CARLISLE, PA 17013 SEE ATTACHED SCHEDULE Nephew 150,571 9 SANDRA K. MULDER 66 CLEMENS DRIVE DILLSBURG, PA 17019 SEE ATTACHED SCHEDULE Niece 150,571 Estate of: GOLDIE S. BARNES Schedule J Part 1 (Page 3) Item No. Description Relation 10 ROBERT A. SMITH 10300 SAGE CREEK DRIVE GALENA, OH 43021 SEE ATTACHED SCHEDULE 11 JOSEPH E. SMITH 110 MAPLEWOOD DRIVE BEAVER, PA 15009 SEE ATTACHED SCHEDULE 12 LAURIN E. FLEMING 928 SOUTH MOUNTAIN ROAD DILLSBURG, PA 17019 SEE ATTACHED SCHEDULE 13 SALLY A. HOOVER 1785 BUCK HOLLOW ROAD BIG CAVE TANNERY, PA 17212 SEE ATTACHED SCHEDULE 14 STANLEY D. FLEMING 1268 SOUTH MOUNTAIN ROAD DILLSBURG, PA 17019 SEE ATTACHED SCHEDULE 15 KAY A. HEIKENFELD 367 GERMANY RIDGE ROAD ELLIOTTSBURG, PA 17024 SEE ATTACHED SCHEDULE Nephew Nephew Niece Niece Nephew Niece 21 10 1204 Amount 150,571 150,571 150,572 150,572 150,572 150,572 Estate of: GOLDIE S. BARNES Item No. Description 16 JOHN M. SMITH 1036 MT. CARMEL ROAD ORRTANNA, PA 17353 Schedule J Part 1 (Page 4) Relation 21 10 1204 Amount SEE ATTACHED SCHEDULE Nephew 150,572 OI ODD -~ DID O,pD'D z ZID -~Olc D ~ o0 -~ =DD~Ic~ma'r~l~ ~rc~z ~ I Im cri~ ~ ='m D!z = ~'~ =li,~ ~O D ~Inl~~l jm ~'D~• ~~ D ~ ,-n ~',m o'_~I,m~m D'~ID!D ~ ~'m cn y!~' j ~' n '~ ~'~~ TI DPI ~ slim ~- I _~ mIm~O'm ~_ ~ ~~~'~ c'- ~~' zl~' Imo! Immlm~~~o~!~mp''~'~~O z rl'~~~'!z = =m = Z ~I D', I ~ ilp~~Z ~! ~~ ~ m~:Ul ~, I ~ i- _ ~ ' _ ~m. 1 ' zz zzz' '~ plm, ~m z~m z z'mm zm m'z z~m'm m ~! 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' ~I v O O O O ~O O _i - -t- _ ~ __ _ , -J ~~_ i _ ~ --- I ~ ~' iT DT ', 'i i ~ D ~ i ~ ~~ ~~ - ~ I r~ ~_I I i -< ' W, III ~ ~!bai~ cfl't~fn;<fl'~'tfl cfl tflltfl~ ~ C ~I A O'O'O O O''O OIOO~'IO O O'O -~ ~ z CO W!WIWW W'WW W WiW W W'W N;N (q O A A AiA'A A',A A AIA A A A N'NI ~ ~', COI N N N'N',N L N N N vv ,__ !N N N N O A Ai Cn iv~V v v v O O v v Ov I I I' ~ ~ i O ' ~ cfl,~» ~~ t~~~ I~ to tfl't~ to t-fl ~ t~ ~ ~ ~ ~r W, A Ut i U1 ', C11 U1 CJ1 CJ1 CJ1 Ul ~ CJ1 U1 U1 ' Ul ' U1 OD 00 ' ~ '' V/ V i O O ' O O O O O O O O O O ' O O O I O i ~I _ _ (71 Ul Ul _ Ul (Il Ul _ Ul _ _ _ Ut CJl ~I CT _ _ _ U'1 (Il I CJ7 _ CO _ CO '. A A ~1 'Jv viV V ~l N'NN N'N'~ ~I ~ v viv ~i~ ~ v vIv .~ ~'i~ W v W',A ~I C7i' ESTATE OF GOLDIE BARNES CALCULATION OF NET ESTATE FOR SCHEDULE J PURPOSES GOLDIE BARNES ESTATE/TRUST/ HARRY BARNES ' HARRY BARNES - - - --- + - iIRAs/OTHER ASSETS (MARITAL TRUST __ _ _ - FAMILY TRUST ,TOTALS ASSETS: _ - _ - _ Schedule B -_ - __ __ ___ $751 __ __ $751 Schedule E - _ __ --- _ FamilyTrust _ _ - ~ ~ _ $1,667,555 $1667,555 Marital Trust } $389,909_ _ $389,909 Other Items $39,514 _ _ _ $39,514 SCHEDULE G TRUST --- $2,378,838 I' _ _ - - _ _ _ -- _ $2,378,838 IRA payable to Trust $2,042 $2,042 IRA payable to Trust - ~ $13,29.7 _ -- -- -- $13,297 IRA payable to Estate __ _ -_ _ _ i -- _ - $6,018 ~ ', - -- _ -- _ _ _ __ $6,018 TOTAL GROSS ESTATE ~ $2,440,460 r $389,909 $1,667,555 ~', $4,497,924 EXPENSES: - - SCHEDULE H _ -- -- ~ ($119,535), _ ($18,460) ($137, 995) SCHEDULE I ~ ____(_$12,182)_ _ ($12,182) NET ESTATE - - $2,308,743 $389 909 $1,649 095 $4,347,747 Estate of: GOLDIE S. BARNES TABLE OF CONTENTS OF ATTACHMENTS TO FORM REV-1.500 FORM REV-1500 REFERENCE DESCRIPTION OF ATTACHMENTS ATTACHMENT Nl_JMBER CERTIFICATE OF GRANT OF LETTERS: 1 Copy of Certificate of Grant of Letters WILL OF DECEDENT: 2 Copy of Will dated June 27, 2000 DEATH CERTIFICATE: 3 Copy of Death Certificate SAFE DEPOSIT BOX INVENTORY: 4 Copies of Safe Deposit Box Inventory Schedule E THE HARRY C. BARNES LIVING TRUST: 5 Copy of the Harry C. Barnes Living Trust dated June 27, 2000, with Amendment dated March 18, 2003, referenced on Schedule E, Items 1 and 2 Schedules E VERIFICATION/CONFIRMATION OF 6 and G ACCOUNT AND BALANCE INFORMATION: Copy of Verification/Confirmation of Account and Balance Information for Schedule E, Item 5 and Schedule G, Items 2 and 3 Schedule E TANGIBLE PERSONAL PROPERTY SETTLEMENT 7 SHEET: Copy of Tangible Personal Property Settlement Sheet for Schedule E, Items 10-12 Schedule G THE GOLDIE S. BARNES LIVING TRUST: Copy of the Goldie S. Barnes Living Trust dated 8 June 27, 2000 with Amendments dated March 18, 2003 and June 9, 2005, referenced on Schedule G, Item 1 Schedule C'r AMERICAN GENERAL INDIVIDUAL 9 RETIItEMENT ANNUITY (NOW WESTERN NATIONAL LIFE INSURANCE COMPANY): Copy of confirmation letter indicating date of value of the annuity listed on Schedule G, Item 4 No . 2010- 01204 PA No . 21- 10- 1204 Estate Of : GOLDIE S BARNES (First, Middle, Lasil Late Of : UPPER ALLEN TOWNSHIP CUMBERLAND COUNTY Deceased Social Security No 188-12-3729 WHEREAS, on the 9th day of December 2010 an instrument: dated June 27th 2000 was admitted to probate as the last will of GOLDIE S BARNES (First, Middle, Lastl Late of UPPER ALLEN TOWNSH/P, CUMBERLAND County, who died on the 6th day of November 2010 and, WHEREAS, a true copy of the will as probated is annexed hereto. ' THEREFORE, I, GLENDA EARNER STRASBAUGH Register of~ Wills in and for CUMBERLAND County, in the Commonwealth of Pennsylvania, hereby certify that I have this day granted Letters TESTAMENTARY tcr; WELLS FARGO BANK NA who has duly qualified as EXECUTOR(R/X) and has agreed to administer the estate according to law, all of which fully appears of record in my office at CUMBERLAND COUNTY COURT HOUSE, CARLISLE, PENNSYLVANIA. IN TESTIMONY WHEREOF, I have hereunto set my hand and affixed the seal of my office on the 9th day of December 2010. eglster of Wi< ? ~_ ~ ~~ +~ Deputy * *NOTE* * ALL NAMES ABOVE APPEAR (FIRST, MIDDLE, LA~~T) n I' Last Will ~UU'1( of GOLDIE S. BARNES I, GOLDIE S. BARNES, of Harrisburg, Dauphin County, Pennsylvania, make this Will and revoke all of my prior wills and codicils. Article One My Family ~. N b / ~~ _ ~~ ' I am married and m s Ouse's name is HARRY C. BARNES JR.. Y p ~, ~ ° ri '~ ~ ~ ~ ~-~ , n ~, ---~ . All references to "my spouse" in my Will are to him. v3x w © ~ ~~? T .~ ~ y -o ~ r ~` I have no children living or deceased. r~ `„', : ~? , ~ , ~ ,w: ,. Article ~vo Distribution of. My Property Section 1. Pour-Over to My Living Trust -- All of my property of whatever nature and kind, wherever situated, shall be distributed to my revocable living trust. The name of my trust is: GOLDIE S. BARNES and HARRY C. BARNES, JR., Trustees, or their successors in trust, under the GOLDIE S. BARNES LIVING l TRUST, dated .June 27, 2000, and any amendments thereto. :, < <~~'~ ~ ~ Page 1 ,._ _ ~°; Section 2. Alternate Disposition If my revocable living trust is not in effect at my death for any reason whatsoever, then all of my property shall be disposed of under the terms of my revocable living trust as if it were in full force and effect on the date of my death. Section 3. Testamentary Trust If my spouse survives me, I authorize my personal representative to establish, with the assets of my probate estate, if any, or with any property distributed to my personal representative from my Trustee, a testamentary trust (or trusts) for the benefit of my spouse and my other beneficiaries under the same terms and conditions of my revocable living trust as it exists at the date of my death. I appoint the Trustee and successor Trustee named i.n my revocable living trust as the Trustee and successor Trustee of my testamentary trust(s). The Trustee of my testamentary trust(s) shall have all the administrative and investment powers given to my Trustee in my revocable living trust and any other powers granted by law. My Trustee shall be under no obligation to distribute property directly to my personal representative, but rather may distribute such property directly to the Trustee of the testamentary trust(s). Any property distributed to my testamentary trust(s) by the Trustee of my revocable living trust shall be distributed by the Trustee of my testamentary trust(s) in accordance with the terms and conditions of my revocable living trust as it exists on the date oof my death. Article Three Powers of My Personal Representative My personal representative shall have the power to perform all acts reasonably necessary to administer my estate, as well as any powers set forth in the statutes in the State of Pennsylvania relating to the powers of fiduciaries. ~•-~' D, < <~3~ ~ I.-~' Page 2 Article Four Payment of Expenses and Taxes and Tax Elections Section 1. Cooperating with the Trustee of My Living Trust I direct my personal representative to consult with the Trustee of my revocable living trust to determine whether any expense or tax shall bye paid from my trust or from my probate estate. Section 2. Tax Elections My personal representative, in its sole and absolute discretion, may e:~ercise any available elections with regard to any state or federal tax laws. My personal representative, in its sole and absolute discretion, may elect to have all, none, or part of the property comprising my estate for federal estate tax purposes qualify for the federal estate tax marital deduction as qualified terminable interest property under Section 2056(b)(7) of the Ir.~ternal Revenue Code. My personal representative shall not be liable to any person for decisions made in good faith under this Section. Section 3. Apportionment All expenses and claims and all estate, inheritance, and death taxes, excluding any generation-skipping transfer tax, resulting from my death and which are incurred as a result of property passing under the terms of my revocable living trust or through my probate estate shall be paid without apportionment and without reimbursement from any person. However, expenses and claims, and all estate, inheritance, and death taxes assessed with regard to property g a passing outside of my revocable living trust or outside of my probate estate, but included in my gross estate for federal estate tax purposes, shall be chargeable against the persons receiving such property. Article Five Appointment of My Personal Representative I appoint HARRY C. BARNES, JR. to be my personal representative. If HARRY C. BARNES, JR. cannot act, or is unwilling to act, I appoint, in the order named, the following successor personal representatives: First, FIRST UNION NATIONAL BANK. I direct that my personal representatives not be required to furnish bond, surety, or other security. I have initialed all of the pages of this Will, and have signed it on June 27, 2000. GOLDIE S. BARNES Page 4 SIGNED, SEALED, PUBLISHED and DECLARED by the above-r.~amed Testatrix, GOLDIE S: BARNES, as and for her Last Will and Testament in the presence of us who, at her request, in her presence and in the presence of each other, all being present at the same time, have hereunto set our hands as witnesses. Name (~~{L~ ~ ~ ~~ ~~~~' // . Name ~~ ~ ~r~` ~ Page 5 COMMONWEALTH OF PENNSYLVANIA SS COUNTY OF CUMBERLAND I, GOLDIE S. BARNES, Testatrix, whose name is signed to the attached o:r foregoing instrument, having been duly qualified according to law, do hereby acknowledge that I signed and executed the instrument as my Last Will and Testament; that I signed it willingly; and that I signed it as my free and voluntary act for the purposes therein expressed. ~~-~-~c~~' ~O.a.~,~eQ/ GOLDIE S. BARNES Sworn and subscribed to before me by GOLDIE S. BARNES, the Testatrix, on June 27, 2000. (SEAL) My Notary Public COMMONWEALTH OF PENNSYLVANIA COUNTY OF CUMBERLAND Notarial Seri L. Radcliff, Notary rg. Boro, Cumbe a ssion Expires ,Jan, SS We, ~„~~ ~ ~S /~(, ~1~c< ~ ~=~- and J ~+-.~nr~ i~Q,.--- ~`, . ~~~z_ r~ the witnesses whose names are signed to the attached or foregoing instrument, being duly qualified according to law, do depose and say that we were present and saw GOLDIE S. BARNES, Testatrix, sign and execute the instrument as her Last Will and Testament; that GOLDIE S. BARNES signed willingly and that she executed it as her free and voluntary act for the purposes therein expressed; that each of us in the hearing and sight of the Testatrix signed the Will as witnesses, and that to the best of our knowledge the Testatrix was at the time 18 or more years of age, of sound mind and under no constraint or undue influence. ~~h1 Sworn to and subscribed b ore me on June 27, 2000. (SEAL) Notary Public Notarial Seal ~~ ~ ~ ~ ~ Roberta L. Radcliff, Nai 1, Wortnleysburg Boro, Cumb MY Commission Expires J OCAL REGISTRAR'S CERTIFICATION OF DEATH WARNING: !t is illegal to duplicate this copy by photostat or photograph. this certificate, $6.00 P 168019 Certification Number ~~~1 7L''SSict~ ~r`rG ~r/trcS Guy I%1 . ~/hS..S _ '~/C~~~ritl~ ~~ /' /-~/i'f`~7 This is to certify the[ the: information here given i~ correctly copied from an original Certificate of Death duly filed with me as Local Registrar. The original certificate will be forwarded to the State Vital Records Office for permanent filing. ~ CQG~t~ r l' / ~ /.moo, Local egistrar Date Issued COMMONWEALTH OF PENNSYLVANIA. DEPARTMENT OF HEALTH .VITAL RECORDS CERT)FlCATE OF DEATH (Sea Instructions and eltamplea on reverse) STATE Fu.E NUMBER LNm d BaaadwM (fiot'mtlua. tad, aYUa _- ~ 2 Su 1 Sadd SaaatY N,moar {. hb d ham (Ifa4h, mY. YwI Goldle Barnes Female 188 _ 12 _ 3729 November 6, 2010 [ Ip M1+d B4almy) lmd,i 1 as IAiOr 1 e. Dir a Ubm 7. ap ar4 alra Ya PY4a a Doan (]rdi "°~` "" "°"" r""" January 9, 1922 York Springs, PA NowYah on.l: 88 Ya ~ Ynaaa ^ ER r oaamn ^ as ^ NanFp Nona ^ wda.,~. ^ tlnar • spear • 10. lku~gdhan Et pY,Bw.74ro.dhaa Ya fadMy Nam4IMYa YNMu4yMa4aa and laarmd O. YYaa Oamdal NHkpda Odpb7 No ^Yaa 10. Aacr Mnik.n tdw,Block Wrr, ak. Cumberland East Pennsboro Holy 3prlt Hospital p IS°'~ Whit ~ ~ e R.da Y .bl 11.BandWkUauY daanY mna moY d f . h sal aYm aaY IL Wal hoamrt m1 b tlr IS OaadnYa Edummn (SPadtf oalY I4yrn trm asnplNa4) IL ream lrYC Manrq frwr Malbq I5. 6uMr4p Spawn I4 r4, piw naimn .uiaal Boo~Ce~per Tele~°coammt/nb~tfons u.e. Ftmw can E'""""a^'r ~n°°n co-l%~ CdaYa (,~ al sa Hiidowe~ ^ Yea Na • 10.oavdaaaMWgMdmta lsuaa,ar/bai..ldt rk~l - 2817 Boas St Baoada4'a PA as hadea AcpylJraidaam 1h S r . Harrisburg PA 17103 r Apr ih (]YK headw llcvdb _Twp. Dauphin nd tJ h Penbrool( ~ ddN , ~ma . ~~ w n 17B.cmM, CilY7Bao 10.FaYrfaNama~'aaLvidOa,lad,,WPoiI Claude E. Smith 1°"""'""'~`IF""n°dd'•'a'"'""'"""') Zula Jacobs 10t Yaoalonh Name (TrparPdap Nanc Flemin Y 9 ~"`°""'"r'"`aw'°"°"'° r'P ) Y ~`2`~6"u;`~'oun'~ain Rd. Dillsburg, F A 17019 sit wrraa CiaPadiai ~ ^G~Yy, ^By„~, sin hraatgovmn lMmh ~tYay) e~.l ^ "~aam`B°a~ ` " 21C P4uvdgcpmlYan Wamadmr4erry,amoubry aroMrplta) 21a LaoYU IGIY/IOwA wN, sip Qom) November 12, 2010 ;~Mw i °Y ~ °oi"b ""°"°0^ ^ Indiantown Gap Nat[onal Cemetery Annvilla, PA 17003 .r .Y ea~...r YR ,r m Fwawl kP~rwdy 7PY.llcsnaa Wn6ai ?1c. Name andM6auaFap-p . _ j FD-13845-L Gtlberl L. Dailey FuYteral Nome 850 South 28th SL Harrisburg, PA 17103 Calrylab Yana 4lac mlp sANa u^MaY ylyakharnd aYablmawuamamb r1tTo d b om pl w W r..( aM mJ nrn6a ~J f' M/4~n/,J~a/y'M ~ 2JD. Liu nr lhn b r 2h I H U Sgra fMC n m ~mY. Y•~ ) aNy Quad mak ,,, '~~ y ) ~~ ~ '~( / ~ ~ ,( ~ ~p ,, ,- a~1Y.(/a'r~U~~I C/(~(/1.. 'V wl.l c y,~f /~/. Y~ ~- .JI ~~V l ( / / ~ ~ { ~ -/"ci VQ~J~~COr ~OIU B,aMyys ny p, py,~yydpy p„p K iYna d m Z5. Daa Pwwamdlrse pba44 dry. 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REV-485 EX (1-07) SAFE DEPOSIT BOX INVENTORY PA Department of Revenue 48500041046 PLEASE USE ORIGINAL FORM enll_v Social Security or Death Certlficate Number Date of Death ~ Coun Code Year File Number ~ ~~m_ ~. Decedents ast Name Suffix First Name MI w __ - - - -- - --- b Lf ..w~s~aa yr ,u/t~tutrv ~ 5 ~ tt I: ~~',J fV[c35/q.N `te.' CITY: ~i%L/f,Oh!!G9/~ic:RC~ STATE: ZIP CODE: P~... l7L-•5.5- NAME AIND ADDRESS OF PERSON REQUESTING THE OPENING OF THE SAFE DEPOSIT BOX NAME: - i STREET ADDRESS: %U rl /~lu•~.xa- /tai,, S~ ~ ~~ / CITY: ~ ~siu~yt~~v TA E: ZIP CODE: ~ ~ / 7r~ y3 NAME, ADDRESS AND RELATIONSHIP (IF ANY) TO DECEDENT, OF PE RSON(S) PRESENT AT THE BOX OPENING M: ~ ~^ RELATIONSHIP: ~_ %t'T/L1 C 1 t~- ~. .~ G KS~c1~ lI``/~ V ~1~ t~i~/~LriQ ~~ ~k ~~~~~~~ ~t ~ STREET ADDR~EnSS: ~ ~1 ~r GCiC ~CrfJ~ ~ CITY: A TE. ZIP CODE: I b N M ~ ~~~~~ ~ p . A E: I RELATIONSHIP: STREET ADDRESS: CITY; - STATE: 'ZIP CODE: c. NAME:: RELATIONSHIP: - STREET ADDRESS: CITY: i STATE: ZIP CODE: ' i NAME AIJD ADDRESS OF FINANCIAL INSTITUTION WHERE THE SAFE DEP OSIT BOX IS LOCATED NAME'•]]~~~ ~/ AA~~ ' / STREETA_DDREj~: ~ - f©~ ~5 ~=~5 % (/'/~1?~ ~/1//LS CITY' T,4fE: ZIP CODE: .4t'~S9iZ2 ~ /7// ~ NAME 01= PERSON MAKING LAST ENTRY I DATE ND IM E OF LAST ENTRY j I DATE OF C NTRACT TO RENT BOX ' NUMBER OF BOX 1 TITLE UNDE WHICH BO X IS REGISTERED 1 E NAM AND AD SS OF PERSON(S) HAVING ACCESS TO BOX I a. NAME 7 7d~ri~~~ , r~7:4~/U~ b. NAME: 4RRY C~~N~y /~ ,1 ~ ?.~~'. ~iE ~1~~/ ~ STRES.T ADDRESS• . e~,e ff 4 ~~r ~~>5/~~ Cl~e~c STREET ADDRESS:. I I CITY: ST T ZIP CODE: CITY: _ STATE: ZIP CODE: i NAME AIJD TI LE OF EMPLOYEE TAKING THE INVENTORY ~- ` tau ~z~ ~1. mac... ~ r~= ,~-'-1~'v2n~ti~Y ~ ~d2 %~~ Sr~~ , WAS A VIIILL IN THE BOX? ^ YES - NO If yes, a. Da te of will: ~ b. Name and address of personal representative, if named in the will - I ~; NAME: STREI.TADDRESS: CITY: STAI"E: ZIP CODE: c. Name and address of attorney, if any i - NAME: I STREI.T ADDRESS: CITY: STATE: ZIP CODE: 48500041046 485000410146 J REV-485 EX SASE DEPOSIT BOX INVENTORY P13ge_ °f INSTRUCTIONS (1) Cash: Report total only. (2) Stocks: List in detail every common or preferred certificate, warrant or other rights found in box. Stocks are to tie designated by name of company, certificate number, date of certificate, name in which stock is registered, and number of shares .and class of stock. (3) Obligations of U.S. Government: Number of items, date of issue, face value, names in which registered and type of ownership, i.e., jointly held, payable on death, etc. (4) Bonfls: Designate by name, amount, serial number, or other designation. (Bearer Bonds) (5) BanFc and Savings and Loan Passbooks: State name of depositor, number of book, last date appearing in book, name of bank acid branch, and balance. (6) Jewelry, Coins, Stamps, Manuscripts, etc: List and describe as fully as possible. (7) Deecls, Mortgages, Current Insurance Policies or other evidences of indebtedness: List and describe as fully as possible. (8) All other contents. (9) Return completed form to: DEPARTMENT OF REVENUE ! INHERITANCE TAX DIVISION PO BOX 280601 HARRISBURG, PA 17128-0601 ITEM NO. ITEM DE S C RIPTION !H ` , ~ `mi i~~ ~~~7~ ~z~r. C~ fi~~-LE35fr[Y~Y i~ y~ L. -- l, ~i. ~ ~~i ~I~~i2 ~~%~7/~lCr3'C'C~ ~~ C~1~ GAD ~/~ ~~t 5~~~~- ~.r~r~,~er'~P~~,dQ,o~ ~7c _ ~~r~ ~l~ /7~ ,~i~ ~ 1~N~flt3:c L,ry~/f1f l~Ky ~ ~a l r~~~- « ~ ~ ~ , ~ ~. -- 1 CERTIFY UNDER PENALTY OF PERJURY THAT THE ABOVE RECORD IS CORRECT ANO!CCIMPLETE TO THE BEST OF MY KNOWLEDGE AND BELIEF. PERSON RECEIVING COPY OF SAFE DEPOSIT BOX INVENTORY: SIGNATURE ~ SIG /~ ~ ~-C /~" - PRINT NAME '~. ,,~/ Yi1Ji .~l G`iS,~~ i ~, L S PRINT NAME AND CHECK PR PRIATE BOX BELOW: G Gi?~-GG~ PRINT TITLE '~ a~ Q i;'6~/1!L''t/~y' ~J /~ ~ /~G~ Y DATE ` CHECK APPROPRIATE BOX: i ~q~ G ~ ~ A' T /~ Lr- Q~i.n/~ ~ ~~jj ~~~ ~ ~ ~ / ~ ~,O ~ Executor(trix) ~ Administrator(trix) "state Representative ~ Joint owner of safe deposit boz NOTE: Attach :additional 8'/=" x 11" sheet(s) if necessary or use duplicates of this page of form. The Department is authorized by law, 42 U.S.C. §405 (c)(2)(C)(i), to require disclosure of Social Security numbers in connection with administering state tax laws. The Department uses the Social Security number to identify the decedent and personal representatives of the estate. The Commonwealth may also use the information in exchange of tax information agfEem8fltS with Federal and local taxing authorities. 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F 1 ~F a e~ Fik i t ~~'e ~ ~! ;~~ iB .f 1}~ ii Z ~' ~~ ~~~ ~ ~~~- ~ g ~~ ~ ~~ ~ ~ ..~~ ~~ ,~ ~ ~~. ~ ~ ~~ ~ ~ ~ ~~ ~a g ~~ g ~~ ~ e a.. ~ ~ ~ ~ ~~ .. ~ ~ ~ ~ ~ ~~ ~q ~ . ~ ~a~~ ~ ~ ~ ~~R s .~ ~ ~ ~ ~.~ ~ ~ ~ R• ~'. ~ ~ ~ ~~ : ~~ __ ~~ ~ A ~ ~ ~~ ~ ~ ~ ~~~~ g~~~ ~ ~ b ~ ~~ ~ ~ .~ ,~~ ~~ ~ ~~ ~ ~ ~ ~~g ~~ ~M s m A ~ ~ ~ ~~~~ ~.~ ~o ~~ b ~. ~ ~~ ~ ~ ~ ~ ~ ~ ~- ~~ ~ ~ Q ~ ~~~ ~~ ~ ~~ ~ g ~ ~ ~~~~ ~~. 6 ~ 3t ~ _ , r . , ~ , ~ ,~ " ~ ~ ~ gSS 6 ~ R ~. ~.~ ~ g ea~ ~ R ~ g a ~~ ~ a 6.~ ~~' q ~~~~ ~R ~~~ ~ ~ s~~ s ~ ~ ~~~ ~~ ~ ~ ~,e.S r~~ ~~G6~ b. Headings of Articles, Sections, end Paragraphs • 'i he headings of.Articles, Sections, and Paragraphs usedwithin -this • agreement arc included solely for the oaavenience and referenee•of the reader. They shalt have no signiftcanae is the interpretation ar construction of this agreement. • a Notices All aaticxs required to be gives in this agreement shalt be made is wilting by tither: Personalty •delivering notice to tize party requiring it, and ' securing a written receipt, or • ldat~igg notice by ocrtfficd j Tnited States mat, return • - uceipt requested, to the last kaacvn address of the party requiting antis. .The tffective date of the notice shall be the date of the written receipt or the date of tlu return receipt, if received, or if not, the date it would have normal~y- bees raoeived via cxrtified mail, • provided there is evidence of magiag. d. Delivery For purposes of this agreement "delivery shall mean: Personal delivery to any party, of Delivery by certified United States nom, retain receipt cequested~ to the party making delivery. The cffcdive• date of delivery shaII be tha date of personal delivery or the date of the return receipt, if received, or if -not, the date it • would harne aormalty. been received via certified mat], provided there is cvidena of ma~ing. ,e. Applicable State Law The validity of this trust shall be determined by reference to the laws of the Commonwealth of Peausytvania. .. • .~ • • ~ .~ c ~' ;.a Questions with regard to'the construction and administration of the various trusts captained in this agreement shall be determined by reference to the laws of the state is which the trust is'then~currently being administered. L Duplfcate Originals This agreement may be executed in several counterparts; each counterpart shalt be considered a duplicate original agreement. g. Nat Contractual My spouse and I are executing our wills at or about the same tune, but even though our wills are similar, they are not intended to be, and shat! not he construed to be, contractual ar reciprocal. 6. Severablfity If any provision of this, agreement is declared. by a court of competent jurisdictiaa to he invalid for any reason; such invalidity a6a11 pat affect the remaining provisions of this agreement. The ttmaiD.ittg Provisions shall be fully severable, and this agreement shaD be construed and enfarced~as if the invalid provision had never beta included in this agreement. I have executed this restatement agreement the day and year frst written above. I certify that I have read mY foregoing restatement to my revocable living trust agreement, and chat it correctly states the changes that I desire to make in the terms and conditions under which my trust property is to be held, managed, and disposed of by my Trustee. X approve this restatement. to my revocable living trust in all particulars, and request my Trustee io execute it. C. ~ RY C. A.RNES, JR., Trustmaker 18-7 + Rrtdcli, f~'Law Of, juice, P, C. ~' • 20 1=rford Road, Sulte 300 A -~""`T ' . Lemoyne, Pennsyivonia 17043 (717j,236-9318 • FAX (717) 920-9498 ~~~~ ~~,~ THE FIRST.AMENDMENT ~~~1 TO'THE HARRY C. BARNES, JR.,.I.;IVING TRUST On June 27, 2000, I, Harry C. Barnes, Jr., signed the Harry, C. Barnes, Jr., Living Trust, more fvrma[Iy known as: I;IARRY C. BARNES, JR., and GOLDIE S.:BARNES, Trustees, or,their suceessars~in trust, tinder the HARRY C. BARNES,.JR., LIVING TRUST, dated June 27, 2000, and,any amendments thereto. Pursuant to Article Four Section 1(d}~of~my L' iving Trust, which permits me to amend my Trust in writing at any time, and Article. Fifteen Section 3(a), which permits me to name additional Cotrustees at any time, I riow wish to amend my Trust.as follows: 1. Article Orie Section 1, My Trust, is amended to read as foliaws: On.June 27, 2000 I executed the HARRY C. BARNES, JR. LIVIAIG TRUST. T+he restatement of my trust, dated.Ju~~.e 28, 2000, replaced and superseded my oric;i; ;~:1 _tr+.:~:=° and. all prior amendm~t~•Ls. i nc•,v~s~r~and.:ny trust by a i'irst Amendment dated ~~r . ~ _; 2003. The followirig.shall serve as my initial Trustees: HARRY C-. BARNES; JR. GOLDIE S. BARNES WACHOVIA BANK,:NATIONAL ASSOCIATFON My trust is a revocable:Iiving trust that contains my instructions for my awn well-being and~that of my loved ones. All references to "my bust" or "trust;" unless other wise stated, s}iall refer to this Living~Trust and th'e trusts created in it. All references to "Trustee" sliall.refer to. my initial Trustee or Trustees, or their.successor or successors in trust. r, l When the term "Trustmaker" is used in my trust, it shall have the same legal meaning HS "Grantor," "Settler," "Trustor," or any other term referring to the maker of a trust. 2. Article Fifteen, Section 3(b), My Trustees upon My Disahi{ity, is amended to read as.follows: During any period that I am disabled, GOLDIE S. BARNES and WACHO VIA BANK, NATIONAL ASSOCIATION, acting as my disability Trustees shall replace my initial Trustees. If GOLDIE S. BARNES is unwilling or unable to serve, or cannot continue to serve far any other reason, then WACHO\/IA BANK, NATIONAL ASSOCIATION may continue to serve as sole disability Trustee. if WACHOVIA~BANK, NATIONAL ASSOCIATION, is unwilling or unable to serve, or'cannot continue to serve for any other reason, then the following sha~1 be named as successor disability cotrustee in his place. First,.FULTON BANK; then Second, ALLFIRST TRUST COMPANY. 3. Article I"5 Section 3(c), My Trustees upon My Death, is amended.to read as follows: On my death, all of the following death Trustees shall replace all of my initial Trustees,.;~,`.hey are then serving, or the disability Trustee, if they are theo serving: .. . ~~ .~:.:'_:.~- ~~. '_~,~RNES and WACHOVIA BANK, NA_T~~-t';lA,~iA~.~OCIATIOI~.. ~r -~•: ~C,'I;~JVIA BANK, NATIONAL ASSOCIATION=is,+~r:wr~ling.or unabPe~ to serve as a Trustee, or if a WACHOVIA BANK, NATIONAL ASSOCIATION cannot continue to serve for any ether reason, then the following shall be named as successor death Trustees in the.order in which their names appear: First, FULTON BANK; then Second, ALLFIRST TRUST COMPANY. - 4. I reaffirm the~provisions of Article Four Section 1(b) by which I specifically retain control of investment decisions and_ which relieves each of my Trustees from liability for any investment decision which I make. 5. Article Sixteen is amended by the addition of Section 12 which should read as follows: SECTION IZ. GRANTOR'S DIRECTION TO RETAIN SECURITIES l acknowledge that 1 have been advised of and understand each of the following points: • Continued retention of the securities initia[ly transferred to the Trustee does not comply acid future securities selected by the Trustmaker may not comply with the fiduciary investment policies of First Union-Private Capital Management, Wachovia Bank, National Association or their successors (hereinafter collectively "Wachovia") • The retention of the securities in their current position or as directed in the future by the Trustmaker may be imprudent under applicable law; • Failure to.adequately diversify the holdings of an account increases the entire account's.e~-posure to the volatility of the holdings as directed by the Trustmaker; • Capita! gains taxes would.apply to a portion of the value in my trust if securities were sold in order to diversify; and • Without the specific•.direction of the Trustmaker to retain the securities initially transferred or later acquired in the Trust, Wachovia would violate its fiduciary investment policies. As a result of my decision to make my own selection of investments for my trust I hereby 1. Relieve Wachovia from any responsibility {Z) to sell or monitor the securities (2) to advise me of any matter or thing relating to the.securities, and {3) to mak+f; any sale of the securities solely in order to diversify the investments of the Trust. ";%.:,_ ,. Hel~ase~Wachovia; both in its corporate capacity and fiduciay capacity, from all • liability and responsibility with respect to alt rights, caused of action and remedies which may otherwise be asserted by me with respect io any depreciation in value, or loss to the Trust, which may at any time or from time be incurred or suffered by the Trust as a result of complying with Trustmakers current and/or future direction to retain the securities in the Trust. 3. Indemnify Wachovia both in its corporate capacity and fiduciary capacity, from and against any and all actions, suits, proceedings, losses, liabilities, claims, demands, damages, judgments, costs and expensed of every kind and nature (including but-not limited to costs and attorney fees), which may at any time or from time to time be incurred or suffered by Trustmaker or subsequent beneficiaries as a result of the retention of the securities in the Trust. 4. Represent to Wachovia that (1) I have access to additional information to gain full knowledge of all facts (both economic and legal) regarding the character and risks associated with the retention of the securities in the Trust, and (2) I did not in any way rely upon any advice or recommendation of employees or agents of Wachovia with respect to my instruction to retain the securities in the Trust. Unless and until Wachovia receives written notice from me revoking my instructions, these instructions shall continue in full force and effect and Wachovia shall be entitled to rely upon this instrument with respect to its continued retention of the securities without the necessity for any periodic renewal of.my decision or this instruction. 6. Article Sixteen Section 7, Trustee's Fee, is amended to read as follows: WACHOVIA BANK, NATIONAL ASSOCIATION, shall initially be compensated far its services as fiduciary at an agreed upon rate of :85% per annum. The amount of compensation may vary in the future in accordance with its usual schedule of fees in effect at the time services are provided after consultation with the current beneficiaries. My Trustee shall be reimbursed for the cost and expenses incurred in connection with its fiduciary duties under agreement. 7. All other articles of the HARRY C. BARNES, JR., LIVING TRUST, dated June 27, 2000,as restated and amended, are:hereby ratified/and confirmed. I executed this Amendment on ~~~r!G.(~ /~ , 2003. I certify that I have read the foregoing amendment to my revocable living trust agreement, and'that it correctly states the changes I desire to make in my Trust. I approve thir~ amendment to my revocable ?v°:~it; t1iSt ir. all particulars, and request ntp Trustee to execute:id:~.. . HARRY C. B ES, JR., Trustmaker HARRY C. BARNES, JR., Trustee GOLDIE S. BARNES, Trustee WACHOVIA BANK, NATIONAL~ISSOCIATION, Trustee By ACKNOWLEDGEMENT COMMONWEALTH Ol± PENNSYLVANIA ! SS. COUNTY OF ./ S~LJ ~ .f./ The fore *o'ngamendment e HARRY C. BARNES,.JR., LIVING TRUST was.acknowledged ~befare,me on ~ t , 2003, by Harry C. Barnes, Jr., as'Ttvstmaker and Trustee who personally appeared before me:and is personally known to me. Witness.my hand and official seal. COMMONWEALTH OF PEAiN~~'I.VANIA - - _. ' _ ' SS: COUNTY OF ~ t' /~ j The foregoing amendtnenYto the HARRY- BARNES, JR., LIVING TRUST was acknowledged before me on /~~/~~ ~ , 2003, by GOL:DIE~S. BARNES, Trustee, who personally appeared before me and.is personally known to me. . Witness my hand and~offcial seal. t I~totary Pub c. .i'• Namriat Scat lady A. Halten~nan, Natary Public Cit~• of.fiatriiaurg. Dauphin County My Comutiss:on Expires Oct. 24. 20t)5 e r, ertnsyNarue et~m~o otanes 5 COMMONWEALTH OF PENNSYLVANIA . SS. COUNTY OF U / _ The foregoing amendment~to the~,H/ABBY C. BARNES, JR.,-LIVING TRUS~ was .acknowledged before me on ~~~~ //~ ; X003, by%~ G' S `l'of WACHOVIA BANK NATIONAL ASSOCIATON, Trustee, who personally appeared before.me and.is personally known to me.. Witness'.my hand and official seal. . ' ~ ,.^ , f 1. `- ~~~ ~---~.. Notary Pub ' rrr~•~~.: s~i City of.Fi::~ i~ t::~:,•t'L1e.hi~: ct."'icty My Cotnmissio;: ~ c: ;cres (ia. 7. , ~; ;~5 Meatoer, petlnsyivaniaKSSaaatcontl~:;cianas 6 FascTransmi':'.a]_ 1/18/2011 2:41:24 PM P~1E 1/C~2 .Fax Se~'aeI° --~4Ir' ~,4.T~~H~'~-~~ bzf~znx ID: 3256064 ~'!' ~'~rach~~ia Sank Ealance C.onfiimation Sen~ices P 0 Bo:~ 40025 Roonoka, VA 34022 January 13, 2Q 11 PRIVATE BAlU~ ~# S[.~BJECT: Verification !Confirmation of Aocount and Balance Iafarmation proF7ded far: Customer: GdLD1E BARNES (SSN# XXX-XI--372.9) Date of Death: November 6, 2410 DeUOSit Account Information Aco~uit ~ Arccunt DstzofDzstb AvzrsgzBalsnx Datz ?<~[aturity Tntzrzst .4~:cruzd ]"ID fist` 1';pe Number Balance Opened Date Irate Irdere:t Interct Paid Glcsa3 CITLCCCTNG ?~'a'~,'K}Oi'~380 $28;595.49 31512010 $0.87 56.91 E-5 I.Lii1AL TITLE: GOLDIE S 13.4RNES Il'.~, ~7i'S~il~'k~'}:'~688 $2,039.84 217/2000 $1.86 --- 518.91 (T_2 Li;c_AT. TITLE: GOL7~IE S 13AiWES Inc, lszne~ci:s•.~ ClainrFann informattoq plzasz csll 1(86ti)736~$90. .... ---------- - CF;A ?Cl}~i~°,1~'l'I~'l'1327 $13.278.99 3t27.~1995 518.46 _ . _. _ ~ 3 5130.UC; ~- I.TiGAL'[71T.E: GC?LDIE S S.aRNES Per iizncfician• Claim Form inforxnstion, plzssz call 1(866} 786890. Other Account Information ,:ccx~ielt rloeaurrt Date ofBfllanx Date Dam Lzdgcr Cullzcled T,'Pe Number Opened Cl~cd .SAITJT?T'1'l` h7t'~Ca77Ck'X}:5466 A1viL'RTCAN GENERAL-For information regarding annuities, plcasz call 80024-4990 .) zl~ li D1;E'~]S IT 7~7t"~'A'~7i'3:0049 1_~ [~- Ll3i:f1L "!7TLE: HARRY C SARAIES JR GOLDff~. S EARNES 10856 1'ARIt DR [I:;?2ATSB1?RG, P.4 17111 Page 1 of 2 ,:::. Qi-19-11 15:11 TO:ESTATE 5ETTLEMENT FROM: PQ1 FatrTransmit i,.,_ 1/19/2011 2 : ~l : 24 Pti PAG'~ 2; ~OZ Fat: ~r-Y :r=r ~ YL~~.~ Referatcz ID: ~2'i6Q~ ~ CAP, I3ROI~.RAGE and SELF-DIRECTED IRA ACCOIINTS HAVE BEEN CO]VVERTED TO WACH04TA SECEJItITIES. "OUR REQUEST H_~S BEEN FORWARDED FOR PROCESSING and VS'II~L BE MAILED UNDER SEPAR4TE Cc"IVER. FOR QUESTIONS REGARDING CAP, BROIs~RAGE, or SELF DIRECTED IRA ACCOUNTS PLEASE CALL Vh'~CHOVIA SECURITY at 1-866-874-2717. __ " Date of d atit balance dces nmt include accrued interest. ` If date of d.:ath occwts on a weekend or a holiday, dale of death balarax does rat include any transactions that were made during that time fcriod Audrey Troutt Serviczntcr Associate Phone: (5=0)63-7323 at; at I t~• ac:cptinc this information, the r~ipieni thereof represenfs and warants to Welts Fargo Sank, N.A ("1Vells Fargo', that the racipientis authorized 65• the caaorozr to receive lawfiil h• this infortoatinn. The recipient aEreec Ilvat it Hill mt cliselose this inforrmatimn b arrv third party, ttnle~ mmrpelled to do so by legal proms, and that i[ will ]awfidlyuse this information. 7'he ra.-ipicnt acl:nnwledg~s th:il '.bells i~arpo due: not repreaerd and n:vrant that the information ix complete and accurate. The recipient further ackracvledgn Ih al the information may not disclose the zntire relatxxu:hip twn~cn customs and l~'cl ti f arF~. The inforoatinn is suhjzct to change withmut wtice m the recipitaL The rzcipimtagrees b indarnrtify,defend, and hold LVeIls Fargo harrziless fmm and again!:t any claim i~:ultinE finm the di~.;l7:ure and ux of the inforr anon by the recipient or from the breach by the recipient mf any agreemerQ representation, cr waranq~ cnruained herein Ly'achn•.ia IIank and Waclvvia Bank of Alawara are ditvions of Rre17s Faro Bank, h_4 Page 2 of 2 i.2 _ - 1 ~- i i 1 ~ : i i Tv: ESTaTE SETTLE}~'fE1QT FR^Ff : _ _ . ,. Rowe's Auction Service 2505 Rimer Highway Carlisle, PA 17015 71'x-249-1978 574-1008 215-1044 December 21, 2010 To: Pat Jackson Wells Fargo Bank 100 N. Queen St. Lancaster, PA 17603 From: Rowe's Auction Service 2505 Rimer Highway Carlisle, PA 17015 Re: Estate of Goldie Barnes Personal Property Auction Total Sold $578.00 *Less Commission -250.00 Less Hauling Fee -60.00 Net to Seller $268.00 *As per verbal agreement, the greater of 35% or $250 plus hauling fee Items of value not available for Auction: 1. Sewing box with contents 35.00 F.-11 2. Cigar box with lighters, etc 45.00 E-12 All other items were available for the auction. E-10 William G. Rowe `~ ~'• - ?' !.i l"2 i:. ti •-I ' ~. i:.' ~.:1. .: 1 ~? .:) [~ ~i-' is .L l.:.:. ;:,, (: ,t,; ,! „ ',' ~ i t"::' ' c? I.I. C";; .i.:: i i _. V "i.._ :_' :J fa _~~ t?F'~; ~~ .i. ci fi - T'1 ~: _ r: ~:._..; i~l i3 i_ ~:i C7 ~. Cf :.... `4,{1„'i t ,_ _ 1-i;~. C1 t:' ~ ! _., .-... Vii..: ~i'' „ I _ - ... - ~.. •_. - (=~1._ - E a. 7. ;l r~t~.i:- i 'f: G4~!C E.. 4 ..'`:+„ l~E4~1 ` ~.'' ~... `- !7 f 5 1_l 's l? ('1 r~ L i:~ i I :] ;", t. '=i ~~~ ~ ~.:. ~ ?: ELI _'- _: !i? ';: !'7 ~ i it ~J Ili :; C..i. O C:' (' ~ ~. c.' e !r s I;:h 7. `:.i ~:_i i-7 ~. ~iit `:> T :? 1..,, .t-I ... 1. .~ ... _ ;~1. _l. ~ - - .v. -`. _7 „ ~~~i l~ i -°~ ..- i_j U .! C f .-~ .c T"I ?'~ f5 ci . rJ I!i „ !,^!r ff i::?i.... -- t:`~:`!';:7 .:. 1'' ~' t±..:.~~i: i .trlF !c~~ l; ~ _._ L~~'... -... ~! ~..r l~.i t.' ~. i ~Y \ Y-: 1-i ~ .~ hh 1 .,i l:_'{ ~ !~1 +,,1 H _. i'J~ 7. f~ i"' :; lN:'ci'J t.~ is V ~_:' Tl ~-:~C`f„ ii'i_i - •: :- ,. , ...:' ~ ;- ;.: is i J .~ t.l 1. .. .- i. ; ~ filly 1. ~ _ ' irji .~ :, _ ~_',~a,f ~icit;. '~; )^i' •~i'.., i t;i~'r~'r'!:i C.i i;i c 1~ 1 'i ? L :I a OY„ !'i!_'I -. i_i .=t 1~ is c° 1'; r1 ,;,! i~ i~ r ` .i. .....- :, kh ELI c_;n. i ~ ' ~ ' ~ ` .~ c5 fil f:. ,. ~._.° !~ i~~R: ~~~ i_i! i`.: u ~ ~ia ~'iI;~~Y .._i !..t-?ffliil a. =- _ 1 J}.1 .<_!{: ..'~~`:, i~iE%lt~l` C:t_'{C~~ .'i il. t h' r ~, r3.i_i.~ ~.. ;_f '!.. i!7 c'Tl i, :.. ., -..-k "~ __'rT..l~~c.. .~~1_-Y .'..i _'}:'. ~~)+.!. 1-(lr- ~':.S !. ~. i~v 1.~!_E ~.. .i. ~~l F'S ._ 1`~!~l ~.ac~:'~ .'i '.). ''__v. :l. ;.l ~l l G - 1 ~ ~ p~ l~~r~1~ This LIVING TRUST prepared for GOLDIE S. BARNES by David H. Radcliff Cherewka & Radcliff, LLP 624 North Front Street Wormleysburg, PA 17043 Telephone: (717}232-4701 Copyright© 2000 David H. Radcliff Table of Contents The GCILDIE S. BAIt:NES Living Trust Yntroduction Article~One .......................................Creation of My Tnist Article Two .......................................My Family Article Three ....................................Funding My Trust Providing fox Me and My Family during My Lifetime Article Four .....................................Administration of My Trust during My Life - Article Five .......................................Insurance.Policies and Retirement Plans Providing'for. Me and My Family upon My Death Article Six ....::..........:.........................Administration.of My Trust~upon M}! Death Article Seven .....................................Distribution of My Tangible Personal Property and Specific Distributions Article Eight .....................................Creation of the Marital -and.Family Trusts Article Nine ......................................The Marital Trust Article Ten ........................................The.Family Trust i Article Eleven ...................................The Common Trust Article~Twelve ...................................Distributions of My Trust Property Article Thirteen ................................Ultimate Distribution Pattern Article Fourteen ...............................Methods of Distribution and Trust Administration with Regard to Minor and Disabled Beneficiaries Provisions Regarding My~Trustee Article Fifteen ..................................The Resignation, Replacement, and Succession of My Trustees Article Sixteen ............ ......................General Matters and Instructions with Regard to the Trusteeship General and Administrative Provisions Article Seventeen .............................My Trustee's Adnunistrative and Investment Powers Article Eighteen ...............................Definitions and General Provisions ll The Restatement of The GOLI?IE S. BARNES Living Tllvst Article One Creation of My Trust Section .1. My Trust On June 27, 2000, I executed the GOLDIE S. BARNES LIKING TRUST. I now wish to restate that original trust, and any amendments, in their entirety. This restatement, dated June 28, 2000, shall replace and supersede my original trust and all prior amendments The following shall,serve as my initial Trustees: GOLDIE S. BARNES HARRY C. BARNES, JR. My trust is a revocable living trust that contains my instructions for my own weII-being and that of my laved ones. All references to "my trust" or "trust," unless otherwise stated, shall refer to this Living Trust and the trusts created in it. All references to "Trustee" shall refer to my initial Trustee or Trustees, or their successor or successors in trust. When the term "Trustmaker" is used in my trust, it shall have the same legal. meaning as "Grantor," "Settlor," "Trustor," or any other term referring to the maker of a trust. During my lifetime, either .my spouse or myself when serving as a Trustee under my trust, may act for and conduct business on behalf of my trust as a Trustee without the consent of~any other Trustee. 1-2 Section 2. The Name of My Trust For convenience, my trust shall be known as the: GOLDIE S. BARNES LIVING TRUST, dated June 27, 2000 For purposes of beneficiary designations and transfers directly to my trust, my trust shall be referred to as: GOLDIE S. BARNES and HARRY C. BARNES, JR., Trustees, or their successors in trust, under the GOLDIE S. BARNES LIVING TRUST, dated June 27, 2000, and any amendments thereto. In addition to the above descriptions, any description for referring to my trust shall be effective to transfer title to my trust or to designate my trust as a beneficiary as long as that description includes the date of my trust, the name of at least one initial or successor Trustee, and any reference that indicates that~assets are to beheld in a fiduciary capacity. 1-2 Article Two My Family My spouse's name 'is HARRY C. BARNES, JR.. All references to "my spouse"~ in this agreement are to him. I have.no children, living or deceased. I have nieces and nephews and my husband has nephews.. 2-1 Article Three Funding My Trust Section ].. Initial Funding I will initially fund my trust with $1Q concurrent with its execution. Section 2. Additional Funding Additional property interests of all kinds may be transferred to my trust by me or any other person in any manner. AlI property interests assigned, conveyed, or delivered to the'Trustee must be acceptable to my Trustee. Section 3. Funding with Community Property Any'community property, including the proceeds from such property, which is ar becomes trust property shall remain community property during the Iives of me and my spouse. a. A Conveyance or Transfer of Community Property, A conveyance or transfer of community property to my trust, whether directly transferred or transferred to a nominee or agent on behalf of my trust, shall not be construed as a partition of the community property unless there~is an express written agreement to that effect between me and my spouse. b. Withdrawals of Community Property If I make withdrawals of community property from the trust wittrout revoking the trust, the property that is withdrawn shall retain its character as community property. If I revoke my trust, any and all community property held on behalf of my trust shall be reconveyed by my Trustee to me and my spouse as community property. 3-1 My spouse shall have the unrestricted right to remove .my spouse's community property share or interest from. my trust at any time by notifying my Trustee of such intent in writing. During~my fife: The net income from the community property shall retain its community character regardless of whether it is accumulated or to whom my Trustee is directed to distribute it. My Trustee shall have no power with respect to community property that would be greater than that power that I, or my spouse would have over that same community property were it free of trust. 3-2 Article Four Administration of My Trust during My Life Section 1. My:Lifetime Powers During my life, I shall have the express and total power to control and direct payments,, add.or remove trust propeny, and amend or revoke this trust. a: Control and Direct,Payments My Trustee, during .all periods of time when I am not disabled as defined in this Article, ~shali distribute or retain the principal and net income of the trust as I may' direct,, except that I~ shall have no power, to direct my Trustee to make gifts ~of principal or income from the trust to~ a thud' parry. Any gift made directly by my Trustee to a third party in violation of this provision .shall be construed as a distribution .made directly to me, and then a gift"from me to:,such third party.. Absent directions from me, my Trustee shall distribute the trust income "to ine at least monthly. b. Investment'Decisions During~.my lifetime, except far any period of my incapacity, 'I reserve the right to specifically approve or disapprove each and every trust investment, purchase, or sale before it is .made. My Trustee is relieved from all liability for loss which may result from the purchase.or sale~of,trust property~which.has been directed.by me. 4-1 c. Add or Remove Trust.Property I .shall have' the absolute right ,to add to the trust property- at .any time and the absolute right to remove, property, or any inteiest therein, from the trust at anytime. d. Amend or Revoke the Trust I shall have~the°absolute right to amend or revoke my trust; in whole or in part, at any time. Any amendment oi~ revocation must be delivered to. my Trustee ~in•writing. This right to amend or=revoke my trust is personal to me, and may not be exercised by any legal representative ~ or agent acting on my behalf. Section 2. The Definition of lYiy Disability My disability, for purposes of this agreement, shall be defined as follows: a. The Opinion of Two Licensed.Physicians I sh~all~ be deemed disabled during any period when, in the opinion of two licensed physicians, I am incapacitated or disabled because~of illness, age, or any other cause which results in my inability to effectively manage-my property:vr.financial affairs. b. Court Determination I shall also be deemed to be. disabled upon -the determination of a court of competent jurisdiction that I am incompetent, incapacitated, or otherwise ,legally unable to effectively manage my property or financial affairs. c. Disappearance or• Absence I shall be deemed to be disabled upon my unexplained disappearance or absence, or if. I am being detained under duress 42 where I am unable to effectively manage my property or financial affairs. Section 3. Procedural Guidelines for My Disability During any period of time when I am disabled, my Trustee shall apply the trust property, including its. income, exclusively for my benefit and for my valid obligations.by observing the following procedural guidelines: a. Provide for:Me My' Trustee shall provide as much of the principal and net income of my trust as is necessary or advisable, in its sole, .and absolute iiiscretian, for my health, .support; maintenance, and general welfare. My Trustee may make the distributions called for in this Article directly to me.or for my benefit. b. Provide far My Spouse My Trustee, ~in its sole and absolute discretion, shall distribute the principal and. net income of my trust in such amounts as shall 'be necessary far the~educatian; health, maintenance, and.suppart of my~ spouse. a Provide for~My Obligations My Trustee ~sfiaIl.provide as much of .the principal and net; income of my~trust as my Trustee, in its.sole and absolute discretion, deems advisable far the payment of any of my valid obligations as confirmed by my Trustee. My Trustee: shall provide as much of the °principai and ner income of my trust as my Trustee deems advisable for the payment of insurance premiums on policies owned by me; either directly or beneficially, or:my trust. 4-3 d. Procedural Guidelines In making distributions under this Section, ~my Trustee shaII, at ail times, give primary consideration to my needs and thereafter to my spouse: When maki.ng~ such distributions to niy 'spouse, my Trustee 'may consider.ather=income and'resources available to my spouse. A distribution made to my spouse shall'not be charged against the ultimate .share~~which may be distributable to my spouse under any' other provision of this agreement. Section 4. Undistributed Net Income Any net :income which is~ not distributed. under this Article shall be~ accumulated and added to, principal. 4-4 Article Five Insurance Policies and Retirement Plans Section 1.. During My Life During my life, I shall have the following rights, and my Trustee shall have the following duties, with respect to insurance policies ar retirement plans owned by or made payable to my trust. a. My Rights I reserve, and may exercise without the approval of my Trustee or any beneficiary, all of the rights, powers, options, and privileges with respect to any insurance policy, retirement plan, annuity, or any other third-party beneficiary contract made payable to my trust or deposited with my Trustee. b. My Trastee's Obligations My Trustee shall deliver to me or my designee, upon my written request, any and all insurance policies, retirement plan documents, annuity contracts, and all other third-party beneficiary contracts, as well as all related documents, which are owned by or deposited with my Trustee pursuant to my trust. My Trustee shall. not be under any obligation to have any or all of such documents returned. My Trustee shall have no obligation to see that premiums or other sums that may be due and payable under any insurance policy, retirement plan, annuity cantract, or any other third-party beneficiary contract are paid. Further, my Trustee shall have no obligation with respect to any insurance policy, retirement plan, annuity contract, or other third-party beneficiary contract, as well as any documents related thereto, deposited with my Trustee, other than to provide for their safekeeping. No provision of this agreement shall be construed to impose any obligation on me to maintain any insurance policy, retirement plan, annuity contract, or any other third-party beneficiary contract in force. 5-1 Section 2. Upon My Death Upon my death, my Trustee shall make all appropriate elections with respect to insurance policies, retirement plans,, and other death benefits which are owned by or payable to, my trust. a. Collection of Insurance Proceeds and Other Nonretirement Death Proceeds .My Trustee shall make every reasonable effort to collect all sums made payable to m}i trust or my Trustee under all life insurance policies, or other nonretirement, death benefit plans, which provide for death proceeds made payable to or awned by the trust. In coIlectirig~ policy or~death' benefit proceeds, my Trustee may, in its sole and absolute discretion, .exercise any of ~ the settlement options that may b~e available.under the terms of a policy or any other~third- partybeneficiary contract. My' Trustee shall not be liable to any bene5ciary.for the settlement option ultimately selected. b. Retirement Plan Elections My Trustee shall have the right, in its sole and absolute discretion, to elect to receive any retirement plan death proceeds, whether under a qualifted pension, profit sharing, Keogh, individual retirement account, or any other retirement plan, either in a lump sum or in any other manner permitted by the terms of the particular retirement plan: My Trustee shall not be liable to any beneficiary- for the death benefit. election ultimately selected. My Trustee, in its sole and .absolute discretion, may disclaim the benefits of any -retirement plan payable to ~my trust, including individual retirement accounts that are payable to my trust. Such disclaimed benefits~shall be payable to my spouse, 5-2 c. Collection Proceedings My Trustee may institute proceedings, whether in law or equity, administrative or~otherwise, to enforce payment of such proceeds. My Trustee need not, except at its option, enter into or maintain -any litigation or take action to enforce any payment:until it has been indemnified to' its satisfaction for all expenses and liabilities to which, in its sole judgment, it'may be subjected. ~My Trustee is expressly authorized, 'in its sole and, absolufe discretion, to adjust, settle, and compromise any and alI claims that may arise from the collection of any death proceeds. The decisions of my Trustee shall be binding and conclusive on all beneficiaries. d. I:iability of Payor No person .or entity which pays insurance proceeds ~or other death proceeds to .my Trustee as beneficiary shall be required to .inquire into any of the provisions of~this trust onto see `to the application of any such proceeds by my Trustee. The receipt of the proceeds by my Trustee shall relieve the payor of any further liability as a-result of rriaking such:payment+ S~3 . , Article Six Administration of My Trust upon My Death Section 1. Payment of Expenses, Claims, and Taxes Upon my death, my' Trustee is authorized, but not directed, to pay the following: Expenses of my last,illness, funeral, and burial, including memorials of all types and memorial services of such kind as my Trustee in its ~sole,discretion shall approve. Legally~enforceable claims against me or my estate. Expenses with~~regard~to the~.administration of my estate. Federal estate tax, applicable state inheritance or estate taxes, or any other taxes occasioned ~by~ary death. Statutory or court-ordered allowances for qualifying family members. The payments authorized under this Section are discretionary, and no claims or right to payment by third parties may be enforced against .my trust by virtue of such discretionary authority, My Trustee shall be indemnified from the trust property for any damages sustained by my Trustee as a result of its exercising, in good faith, the authority granted.it under this~Section.. The payments authorized under this Section shall be. paid only to the extent that the property in my probate: estate,. if any (other than real estate, tangible personal property, or. property that, in my Trustee's judgment, is not readily mazketable), is insufficient to make these payments. 6-1 Section 2. Redemption of Treasury-Bonds Tf my trust holds United States Treasury Bonds which are eligible for redemption at par in payment of the federal estate tax, my Trustee shall ~redeein.such bonds to the extent necessary to pay federal estate,tax as a result of my death.. Section 3. Coordination with My Personal Representative This Section shall be ufiIized to help facilitate the, coordination between the personal.representative of my probate estate and.my Trustee with-respect to any of my property owned outside of my trust at my death. a. Authorized Payments My Trustee, in its. sole and absolute discretion, may elect to pay the payments authorized under this Article either directly to the appropriate persons-or institutions.or to my personal representative of ~my probate estate. My Trustee may rely- upon the written statements of my personal representative as to all material facts relating to these payments; my Trustee shall not have any duty to. see to the application of such payments. b. Purchase of Assets•and:Loans My Trustee is authorized to purchase acid retain in the form received, as an.addition to my bust, any property which is a part of my probate estate. In addition, myTrustee.may make loans,, with or. without security, to my probate estate. My Trustee shall not be liable_for any loss, suffered by my trust as a result of the exercise of the powers granted in this paragraph.. c. Distributions from My Personal Representative. My Trustee is authorized to accept distributions from, my personal representative of my probate estate without audit: and my. Trustee shall be under ~no obligation to examine the records or accounts of my`personal representative. b''-2 d. Distributions to My Personal.Representative My Trustee, in its sole and absolute discretion, may make distributions of any or all of the truss property to my personal representative in order to fund any testamentary trust created under my Last Will and Testament. In lieu of distributing such property to my personal representative; my Trustee may distribute such property to the Trustee designated in such testamentary trust. Section 4. Treatment of Exempt Property In making any payments pursuant to this Article, my Trustee shall not use any property to the extent it is not included in my gross estate for federal estate tax purposes. However, if my Trustee makes the determination, in its sole and absolute discretion, that other nonexempt property is not available for payments pursuant to this Article, or that it is not economically prudent to use nonexempt property for the payment of such expenses, it may then use such exempt property. Section 5. Apportionment AlI expenses and claims and all estate, inheritance, and death taxes, excluding any generation-skipping transfer tax, resulting from my death shall be paid without apportionment and without reimbursement from any person, except as otherwise specifically provided in this trust. a. Protection of,Marital Trust Notwithstanding anything to the contrary in my trust, no death taxes payable as a result of my death shalt be allocated.to or paid from the Marital Trust or from any assets passing to my spouse and qualifying for the federal estate tax marital deduction unless my Trustee has fast used all other assets available to my Trustee. 6-3 b, Property Passing 4utside~My Trust Notwithstanding anything to the contrary in my trust, estate, inheritance, and death taxes assessed with regard to property passing outside of my trust or outside of my probate estate, but included in my gross estate for federal estate tax purposes, shall be chargeable against the persons receiving such property. Section 6. My Trustee's Authority to Make Tax Elections My Trustee may exercise any available elections with regard to state or .federal income, inheritance, estate, succession, or gift tax law. a. Alternate Valuation Date The authority granted my Trustee in this Section includes the right tb elect any alternate valuation date for federal estate or state estate or.inheritance talc purposes. b. Deduction of Administration Expenses The authority granted my Trustee in this Section shall include the right to elect whether all or any parts of the administration .expenses of my estate are to be used as estate tax deductions or income tax deductions. Any administration expenses claimed as income tax deductions shall be charged against the Family Trust. No compensating ,adjustments need be made between income and principal as a result of such elections unless my Trustee, in its sole and absolute discretion, shall determine otherwise, or unless required.by law. c, Deferment of Estate Taxes The authority granted my Trustee in this Section shall include the right to elect to defer payment of all or a part of my estate taxes, pursuant to any law permitting deferral, and to enter into any agreement necessary to. defer payment of estate taxes even if doing 6-4 so extends .the statute of limitations and regardless of whether sufficient'funds are available to pay the,estate taxes when due. d. Election for Qualified Terminable Interest Property My Trustee; 'in its sole .and absolute discretion, may elect to have. trust property qualify for the federal estate tax marital deduction as qualified terminable interest property under the appropriate _ provisions of'the Intermal Revenue Code and its regulations. e. Special Use Valuation The authority granted to my Trustee in this Section shall include the right to elect to value qualified real property at its~value based upon actual. use rather than its fair market value and to enter into any agreement necessary to make .such election as permitted under the Internal Revenue Code.and its.regulations. f. Taxes;and Retarns My Trustee may also: Sign joint,tax returns. Pay any taxes, interest; or penalties with~;regard to~taxes. Apply for and collect tax refunds and interest.thereon. "6-S Article Seven Distribution of My Tangible Personal Property and Specific Distributions Section..l. Nonbusiness Tangible Personal Property On my death, my, Trustee shall distribute my ~nantiusiness tangible personal property held by my trust as follows: a. Use _of Memorandum My Trustee shall distribute the jewelry, clothing, household furniture, .furnishings and fixtures, chinaware, silver, photographs, works of .art, books, boats, automobiles, sporting goods, artifacts relating to my hobbies, and au other tangible articles of household or personal use in accordance with any written, signed, and dated memorandum left by:me directing the distribution of such property:. Any memorandum~written, dated, and signed by me dispasing.of my tangible personal,property shall be incorporated by~,reference into this agreement. Should I leave multiple written memoranda which conflict. as to the disposition of any item. of tangible personal property, that memorandum which is .last dated shall control as. to those items which are in conflict. b. Distribution of Property Not"Distributed by Memorandum If my state law does not allow the use of a memorandum to distribute nonbusiness tangible personal property or, to the extent that my tangible personal property which is or becomes trust property is not disposed of by memorandum for any` reason, Then that nonbusiness tangible personal property shall be distributed under the~terms of this trust agreement. 7~i Section~2. Business~Tangible Personal Property 'The disposition of;my~tangible personal property under this Article shall not include tangible ,personal property~which. my Trustee, in its sole and absolute. discretion, -determines to be part of, or used exciusiveiy in, any business or profession in which I had an interest at the time of my death. 7-2 Article Eight Creation of the Marital and Family Trusts Section 1. Division of Trust Property If my spouse survives me, my Trustee shall divide the trust property into two separate trusts, to be known as the Marital Trust and the Family Trust. a. Creation of~the Marital Trust The Marital Trust..shall be the fractional share of the trust~property determined as follows: 1. Numerator of the Fractional Share The numerator of the fractional share shall be the smallest amount which, if. allowed. as a marital deduction, would result in the least possible federal estate tax being payable as a result of my death, after allowing for the unified credit against federal estate tax (after taking into account adjusted taxable gifts, if any) as finally determined for federal estate tax purposes, and the credit for state death taxes (but only to the extent that the use of this credit does not require an increase in the state death taxes paid}. The numerator shall be reduced by the value, for federal estate tax purposes, of any interest in property that qualifies for the. federal estate tax marital deduction and which passes or has passed from me to my spouse other than under this Article. 2. Denominator of the Fractional Share The denominator of the fractional share shall consist of the value, as finally determined for federal estate tax purposes, of all of my trust property under this agreement. 8-1 b. Cre$tion of the Family Trust The Family Trust shall consist of the balance of the trust property. Section 2. Allocation of Assets between the Two Trusts My Trustee shall have complete authority to make allocations of the trust property between the Marital and Family Trusts. My Trustee may, in its sole and absolute discretion, make allocations in cash or in kind, in undivided interests, or in any proportion thereof between the' two trusts. a. Nonqualifying Property My Trustee shall not allocate any property or the proceeds from any property to the Marital Trust which would not qualify for the federal estate tax marital deduction in my estate. b. Life Insurance.Policies on My Spouse's Life My Trustee shall not allocate any policies o#.life insurance insuring, the life of my spouse to the Marital Trust. c. Insufficient Assets for Funding the Marita! Trust To the .extent that there are insufficient assets qualifying for the marital deduction to fully fund the Marital Trust, the amount of the: funding to the Marital Trust shall be~reduced accordingly. d. My Spouse's Interest in Community Properly My spouse's interest in community property which is, or becomes, trust property at my death, even though not included in my gross estate for federal estate tax purposes and not included in the computation far the value of the Marital Trust, shall be allocated to the,Marital Trust. My spouse shall have the absolute and unrestricted right to: 8-2 Withdraw all. of the net income from my spouse's community property. Withdraw all of the trust principal consisting of my spouse's community property. Receive principal distributions in my Trustee's discretion from,my spouse's community property. Appoint by :a valid. last will and Testament or by~ a trust agreement all of. the principal and accrued and undistributed net income attri_ butabie. to my spouse's community property. Sectioa 3. Distributions from Retirement Plan. to the Marital Trust if Retirement Plan distributions are~included in the Marital Trust my Trustee. shall comply with the following guidelines. a. Form of Distribution My Trustee may elect to receive distributions from any pension, pxofit sharing, individual retirement account, or other retirement plan ("Retirement Plan") for which my Trust is named as beneficiary, in.installments°or in a lump sum.. b, .Income Requirement My Trustee shall elect to receive distributions from a Retirement Plan payable to the Marital Trust in compliance with the miniunum distribution :rules of the Intern_ al Revenue Code if applicable and also so that at least all income earned by the Retirement Plan each calendar .year is distributed to the Trust and, allocated to trust income during the year. If distributions from the Retirement Plan total less than all income earned_ by the Retirement Plan for a calendar year, my Trustee shall demand additional distributions equal to at least 'the shortfall so that my spouse will receive all income earned by the Retirement~Plan at least annually. M}r'spouse shall have full :power, in my spouse's discretion, to compel my Trustee to demand such distributions and to compel the Retirement 8-3 Plan Trustee to convert any nonproductive property to productive property. c. Retirement Plaq Expenses In calculating "aIl income earned by the Retirement Plan," my Trustee shall allocate all Retirement Plan expenses, including income taxes and trustee's fees, that are attributable to principal distributions so that all income distributions from the Retirement Plan aze not reduced. Section 4. The Valuation of Allocated Property In making the computations necessary to determine the amount passing to the Marital Trust, my Trustee shall use those values as finally determined for federal estate tax purposes. a. Valuation of Property Property conveyed or assigned in kind to the Marital Trust shall be valued at its value as finally determined for federal estate tax purposes. However, in no event shall the aggregate value of the cash and property on the date or dates of distribution be less than the amount of the Marital Trust as finally determined in Section Y, Paragraph a of this Article. b. Consideration of Tax Consequences When making the decision as tc what property shall be allocated to the Marital Trust, my Trustee shall consider the tax consequences and advisability of allocating property subject to foreign death tax, property on which a tax credit is available, or property which is income in respect of a decedent under applicable income or estate tax laws. 8-4 Section 5. My Spouse's Right to Convert Marital Trust Assets My spouse shall have the ~ab~solute and unequivocal right to compel my Trustee, at any time, to convert any nonproductive property held as an asset of the Marital Tnzst to' productive property: This right shall be exercised in writing.delivered to my Trustee.. Section 6. Disclaimer My spouse may disclaim all or any partian of any interest in property ar power with respect fo property passing to my spouse, or for my spouse's benefit, under~tliis~ trust: within the ~ time and under the conditions permitted by law. My spouse's disclaimer may be exercised. by delivering an irrevocable and unqualified refusal to accept all or any portion of such interest.or power. to my Trustee. If my spouse•exercises this disclaimer with respect to all or any portion of the Marital Trust, the interest so disclaimed~shall be added ta~the Family Trust. If my~spouse exercises this disclaimer with respect to my spouse's interest in all or any. portion of the. Family Trust, the interest that is disclaimed shall be disposed~.of under this agreement.as though my spouse had predeceased me. 8=5 Article Nine The Marital Trust Section 1~. My Spouse's Right to Income My Trustee shall pay to or apply for my spouse's benefit, of least monthly during my spouse's lifetime, .all of the: net. income from the Marital Trust. Section 2. My Spouse's Right to Withdraw Principal My Trustee shall pay to or apply for my spouse's benefit such amounts from the principal of the Marital Trust as rimy spouse may at any time request in writing. No limitation shalI~ be placed on my spouse. as to either the amount- of or reason for such invasion of principal, Section 3. Principal :Distributions in My Trustee's Discretion My Trustee may also distribute to or~for my spouse's benefit as much of the principal. of the ,Marital Trust as my Trustee, in its sole and absolute discretion, shall: consider necessary or advisable 'for my spouse's education, health, maintenance, and support: My Trustee shall take into consideration, to the extent that my Tn.~stee deems advisable, any income or resources of my spouse,which are outside of the trust_and are known to my Trustee. Section 4. My Spouse's General Power: of Appointment My spouse shall have the unlimited and unrestricted general power to appoint, by a valid last will and .testament ar by a valid living trust-agreement, the entixe principal and any accrued and undistributed net income of. the 9-1. Marital Trust as it exists at my spouse's death. In exercising this general power of appointment, my spouse shall specifically refer to this power. My spouse shall have the sole and exclusive right to exercise the general power of appointment. This general power of appointment specifically grants to my spouse the right to appoint property to my spouse's awn estate. It also specifically grants to my spouse the right to appoint the property among persons, corporations, or other entities in equal or unequal proportions, and on such terms and conditions, whether outright or in trust, as my spouse may elect. Section 5. Administration of the Marital Trust at My Spouse's Death The Marital Trust shall terminate at my spouse's death. My Trustee shall administer the unappointed balance or remainder of the Marital Trust as follows: a. My Spouse's Final..Expenses My Trustee may, in its sole and absolute discretion, pay for the following expenses: The expenses of the last illness, funeral, and. burial of my spouse. The expenses of administering my spouse's estate. Any inheritance, estate, or other death taxes, payable by reason of my spouse's death, together with interest and penalties thereon. My Trustee shall, to the extent that it is reasonable and prudent, coordinate with my spouse's personal representative to minimize expenses and taxes resulting from my spouse's death. b. Redemption of Treasury Bonds if the Marital Trust holds United States Treasury Bonds eligible for redemption in payment of the federal estate tax, my Trustee shall 9-2 •. f redeem ,the bonds to the extent necessary to pay any federal estate tax due by reason of my spouse's death. C. Caution with Regard to Payments Without in anyway limiting my Trustee°s discretion, it is my desire that my Trustee not make any'payments under this Section if those payments can be satisfied from assets of my spouse outside of the Marital Tiust. Section 6. Subsequent Administration of the Marital Trust The unappointed~ balance or remainder of the Marital Trust shall. be~ administered as provided in Article Eleven. 9-3 Article Ten The Family Trust Section 1. My Spouse's Right to Income My Trustee shall pay to, or apply for the benefit of, my spouse, at least monthly during my spouse's lifetime, all of the net income from the Family Trust. Section 2. My Spouse's Right to Withdraw Principal My spouse shall have the noncumulative right to withdraw from the principal of the Family Trust in any calendar year amounts not to exceed $5000 in the aggregate. In addition, in the months of June and December of any calendar year, if my spouse-is then living, my spouse may withdraw an amount by which 5 percent of the then market value of the principal of the Family Trust exceeds the principal amounts,, if any, previously withdrawn in that year under this Section. Without in any way limiting the noncumulative right of my spouse to withdraw principal' pursuant to this Section, I suggest that this right not be exercised until the assets of the Marital Trust are exhausted. Ail requests for principal distributions pursuant to this Section shall be in writing delivered to my Trustee. Section 3. Principal Distributions in My Trustee's Discretion My Trustee may also distribute to or for the benefit of my spouse and my descendants as much of the principal of the Family Trust.as my Trustee, in its sole and absolute discretion, shall consider necessary or advisable for their education, health, maintenance, and support. 10-1 My Trustee shall, at all times, give primary consideration to my spouse's education, health, maintenance, and support, and only thereafter to my descendants. In makirig discretionary distributions of principal to my spouse, my Trustee shall preferably make all distributions of principal from the Marital Trust until it is exhausted, and only thereafter from the Family Trust. If my spouse has ,the power to remove a Trustee of this Family Trust, my Trustee shall not distribute any of the principal of the Family Trust that would in any manner discharge my spouse's legal obligation to a, beneficiary of the Family Trust. If my spouse is disabled, my Trustee shall ignore this restriction during the period of my spouse's disability, and my spouse shall not have the power to remove a~Trustee of the Family Trust. Section 4. Discretionary Guidelines for My Trustee My Trustee shall be mindful that my primary concern and objective is to provide for the education, health, maintenance, and support of my spouse and my descendants, and that the preservation of, principal is not as important: as the accomplishment of these objectives. In making discretionary distributions pursuant to this Article, my Trustee shall consider the following factors: a. Other Resources Available to My Beneficiaries My Trustee, in making distributions pursuant to this Article, shall take into consideration, to the extent that my Trustee,, in its sole and absolute discretion, deems advisable, any income or other resources which are available outside of the Family Trust to my beneficiaries. b. Distributions to My Beneficiaries According to Their Needs My Trustee may make distributions to or for the benefit of one or more of the beneficiaries of the FanuIy Trust to the complete exclusion of the other beneficiaries. These distributions may be made to a beneficiary or beneficiaries in. equal or unequal amounts according to the respective needs of my beneficiaries. 10-2 A distribution.to or.for the benefit of a beneficiary shall be charged to the Family Trust rather than against the beneficiary's ultimate share or the: shares of those persons taking through such beneficiary upon the termination of the Family Trust. Section 5. Termination of the Family Trust The Family~Trust shall terminate at the death of my spouse. Tlie remainder of the Family Trust, including any accrued and undistributed. net income; shall be administered as provided in the Articles that fallow. 10-3 Article Eleven The Common Trust rt is not my desire to create a Common Trust for the benefit of my beneficiaries. Upon the death of my spouse, or if my spouse predeceases ~me, all of the trust~property which:has`not been distributed under prior provisions of this agreement shall be divided, administered, and distributed under the provisions of the Articles that~follow. 11-1 Article Twelve Distribution of My Trust Property Section 1. Division into Separate Shares Ali trust property not previously distributed under the terms of my trust shat! be divided~into two equal shazes and further divided as follows: ~a) The_ first equal share shall be divided into twa equal.parts- Beneficiary Relationship Share GUY CHARLES BA.RNES,,JR. .NEPHEW ].%2 DOUGLAS PHILLIP BARNES NEPHEW l./2 b) The second.equah~ shaze shall be divided into thirteen equal~parts- Beneficiary Relationship Share WILLIAM EARL SMITH NEPHEW 1113 MARGO SUE SLABONICK NIECE 1./13 CINDY SUE BAUBLE NIECE 1713 ANDY LEE TAYLOR NEPHEW 1/13 DALE HENRY TAYLOR NEPHEW 1/13 SANDRA.KAY MUI:DER NIECE 1/,13 ROBERT ALLEN SMITH NEPHEW 1,/,13 JOSEPH ERIC SMITH KEPI=IEW 1/13 LAURIN EUGENE FLEMING NEPHEW 1,'13 SALLY ANN HOOVER NIECE 1,13 STANLEY DAVID FLEMING NEPHEW 1113 KAY ANN HEINBENFELD NIECE 1113 JOHN MATTHEW SMITH NEPHEW 1/'13 12-1 Section 2. Distribution of Trust Shares~for My Beneficiaries The share. of each beneficiary then Iving shall be distributed as follows: a. Distribution of Trust Share for GUY CHARLES BARNES, JR. The trust share set aside for GUY CHARLES BARNES, JR. shall forthwith terminate and my Trustee shall distribute all undistributed net income and principal to GUY CHARLES 13ARI~tES, JR., free of the trust. GUY CHARLES BARNES, JR. shall have, the unlimited and unrestricted general power to appoint, by a valid last will and testament or by a valid living trust agreement, the entire principal and any accrued and undistributed net income of his trust shaze as it exists at his death. In exercising this general power of appointment, GUY Cl`IARLES BARNES, JR. shall specifically refer to this power. GUY CHARLES BARNES, JR. shall have the sole and exclusive right Lo exercise the general power of appointment. This general power of appointment specifically grants to GUY CHARLES BARNES, JR. the right to appoint property to his own estate. It also specifically grants to him the right to appoint the property among persons, corporations, or other entities in equal or unequal proportions, and. on such terms and conditions; whether outright or in trust, as he may elect. To the extent this general power of appointment is not exercised, my Trustee shall distribute 'the remaining trust property to the then living descendants of GUY CHARLES BARNES, JR., per stirpes. If GUY CHARLES BARNES, 3R. has no then living descendants, my Trustee shall distribute the balance of the trust property to the beneficiaries under Article Twelve Section 2 b. 12-2 If 1 have no then Living descendants, my Trustee shall distribute the remaining trust property as provided in Article Thirteen of this agreement. b. Distribution of Trust Share for DOUGLAS PHILLIP BARNES The trust share set aside for DOUGLAS PHILLIP BARNES shall forthwith terminate and my Trustee shall distribute aii undistributed net income and principal to DOUGLAS PHILLIP BARNES, free of~the trust. DOUGLAS PHILLIP BARNES shall have the unlimited and unrestricted general power to appoint, by a valid last will and testament or by a~valid living trust agreement, the entire principal and any accrued and undistributed net income of his trust share as it exists at his death. In exercising this general power of appointment, DOUGLAS PHILLIP BARNES shall specifically refer to this power. DOUGLAS PHILLIP BARNES .shall have the, sole and. exclusive right to exercise the general power of appointment. This general power of appointment specifically grants to DOUGLAS PHILLIP BARNES the right to appoint property to his own estate. It also specifically grants to him the right to appoint the property among persons, corporations, or other entities in equal or unequal proportions, and on such terms and conditions, whether outright or in trust, as he may elect. To the extent this general power of appointment is not exercised, my Trustee shall distribute the remaining trust property to the then living descendants of DOUGLAS PHILLIP BARNES; per stirpes. If DOUGLAS PHILLIP BARNES has no then living descendants, my Trustee shall distribute the balance of the bust property to the beneficiaries under Article Twelve Section 2 a. 12-3 If I have no' then Iving• descendants, my Trustee shall distribute the remaining trust property as provided in Article Thirteen of this agreement, c. DistribuEion of.Trusf Share forWI)LLIAM~.EA-RL SMITH The trust share set aside for WILLIAM EARL SMITH shall forthwith terminate and my Trustee shall distribute all undistributed net income and principal to WILLIAM EARL SMITH, free of the trust. WILLIAM EARL SMITH shall have the unlimited and unrestricted general power to appoint, by a valid last will and testament or by a valid living trust agreement, the entire principal and any accrued and undistributed net income of his trust share :as it exists at his death. In exercising this general power of appointment, WILLIAM EARL SMITH shall spec~cally refer io this power. WILLIAM -EARL SMITH shall have the sole and exclusive right to exercise the general .power of appointment. This general power of appointment specifically grants to WILLIAM EARL:SMITH the right to appoint~property to his own estate. It also specifically grants to him the right to appoint the property ~ among persons, corporations, or other entities in equal. or unequal proportions, and on such terms and conditions, whether outright. or in trust, as~ he may elect. To the extent this general power of appointment is not exercised; my Trustee shall distribute the remaining trust property to the then living descendants of WILLIAM EARL SMITH, per,stirpes. If WILLIAM EARL SMITH has no then living descendants, my Trustee shall distribute the balance of the trust property to .the beneficiaries- under Article Twelve Section 2 d, 'e, f, g, h., i, j, k, 1, m, n and o in the same proportion ~as set.forth ~in Article 'T`welve Section 1. 12-4 If I have no then living descendants, my Trustee shall distribute the remaining trust property °as provided in .Article Thirteen.of this agreement. d. Distribution of Trust.Share for MARGO SUE SLABOMCK The trust share set aside for ]VIARGO SUE SLABOIVICK shall forthwith terminate and my Trustee shall, distribute all undistributed net incame and principal to MARGO SUE SLA$OIVIGK, free~of the trust. MARGO SUE.SLABONICK shall havethe unlimited.and unrestricted general power to appoint, by a valid last wiII and testament or by a valid living trust agreement,. the entire principal and any accrued and, undistributed net income of her trust share as it exists at her death. In, exercising this; general power of` appointment, MARG.O SUE SLA~BOIVICK shall specifically refer to this power. MARGO SUE SI.~ABOIVICK shall have the sole and exclusive right to exercise the general pawer of~ appointment. This general. power of appointment specifically grants to 1VIARGO SUE SLABOl`IICK the right to appoint. property to her own estate: It also specifically .grants to her the right to appoint the property among persons, corporations, .or other entities in equal or unequal proportions;, and on such terms and conditions, whether outright or intrust, as.slie may elect. To the extent this general power of appointment is not exercised, my Trustee shall distribute the remaining trust property to the then living descendants of IvIARGO SUE SLABOIVICK, per stirpes. Tf MARGO SUE SLA.BONFCK has no then living descendants, my Trustee shaII distribute the. balance of the trust property to the beneficiaries under Article Twelve Section c, e, f; g, h, i, j, k, 1, m, n, and o in the same proportions asset forth in Article Twelve Section 1. 12=5 If I have no then living descendants, my Trustee shall distribute the remaining 'trust property as provided in Article Thirteen of this: agreement. e. Distribution of Trust Share for CINDY SUE BAUBLE The trust share set-aside for CIl~1DY SUE BAUBLE shall forthwith terminate and my Trustee shall distribute all undistributed net income~and principal~~to CINDY SUE BAUBLE, free of'the trust. CINDY SUE SAUBLE~ shall have the unlimited and unrestricted general power to appoint, by a valid last will and testament or by a valid living trus€ :agreement, the entire principal and any accrued and undistributed net income of her trust share as it exists at her death. In exercising this .general power of appointment, CINDY SUE BAUBLE shall,specificalIy refer to this~power. CINDY SUE SAUBI:E~ shall have the sole and exclusive right to exercise the general power of appointment. This general power of appointtment specificaIIy grants to CINDY SUE BAUBLE the right to appoint property fo her own estate. It also specifically grants to her the right to appoint the property, among persons, corporations, or other~entities in,equal or unequal proportions, and on such .terms and conditions, whether outright ~or. in trust, as she may elect. To the extent this general power of appointment is not exercised,; my Trustee shall distribute the remaining trust .property to the then living descendants of CINDY SUE BAUBLE, per: stirpes. If CINDY SL7E BAUBLE has no, then living.descendants, my Trustee shall distribute the balance of the trust property to the beneficiaries under Article Twelve Section c, d, f; g, h, i, j, k,1;. m, n and o in the. same proportions as set forth in.Article Twelve Section 1. 12-6 If I have no then living descendants, my Trustee shall distribute the remaining trust property .as provided in. Article Thirteen of this agreement. f. Distribution ~of Trust Share for ANDY LEE TAYLOR The trust~share set aside for ANDY LEE TAYLOR shall forthwith terminate and my Trustee ~shaIl distribute all undistributed net _inconie anti principal to ANDY LEE TAYLOR, free of~the trust. ANDY LEE TAYLOR shall have the .unlimited and unrestricted general power to appoint, by a valid last will and testament or by a valid living trust agreement, the entire principal and any accrued and undistributed net income of .his trust share as it exists at his death. In exercising this general power~of appointment,,ANDY LEE TAYLOR shall specifically refer to this Bower. ANDY LEE TAYLOR shall. have tfie sole and exclusive right to exercise the general power of appointment. This general power of appointment .specifically grants to ANDY LEE TAYLOR the right fo appoint property to his own estate. It also specifically grants to him the right to appoint the property among persons„ corporations, or other~enfities in equal•or unequal proportions, and on such terms and conditions, whether outright or in trust, as he may elect. To the extent this general power of appointment is not exercised, my Trustee shall distribute the remaining bust property to the then living descendants of ANDY -I,EE TAYLOR, per stirpes. If ANDY LEE TAYLOR has no then living descendants, my Trustee ,shall distribute the balance of the trust property to the beneficiaries under Article Twelve Section. 2.c, d; e, g; h, i, .jf k, I, m, n •and o in the same proportions as set forth in.Article Twelve Sectibn,l., 12-7 If I have no then living descendants, my Trustee shall distribute the remaining trust property as provided in Article Thirteen of this agreement. g. Distribution of Trust Share far DALE HENRY TAYLOR The trust share set aside for DALE HENRY TAYLOR shall forthwith terminate and my Trustee shall distribute all undistributed net income and principal to DALE HENRY TAYLOR, free of the trust. DALE HENRY TAYLOR shall have the unlimited and unrestricted general power to appoint, by a valid last will and testament or by a valid living trust agreement, the entire principal and any accrued and undistributed net income of his trust share as it exists at liis death. In exercising this general power of appointment, DALE HENRY TAYLOR shall specifically refer to this power. DALE HENRY TAYLOR shall have the sole and exclusive right to exercise the general power of appointment. This general power of appointment specifically grants to DALE HENRY TAYLOR the right to appoint property to his own estate. It also specifically grants to him the right to appoint the property among persons, corporations, or other entities in equal or unequal proportions, and on such terms and conditions, whether outright or in trust, as he may elect. To the extent this general power of appointment is not exercised, my Trustee shall distribute the remaining trust property to the then living descendants of DALE -HENRY TAYLOR, per stirpes. If DALE HENRY TAYLOR has no then living descendants, my Trustee shall distribute the balance of the trust property to the beneficiaries under Article Twelve Section 2 c, d, e, f, h, i, j, k, 1, m, n, and o in the same proportions as set forth in.Article Twelve Section 1. 12-8 If I have no then living descendants, my 'Trustee shall distribute the remaining trust .property as provided in Article'Thirteen of this agreement. h. Distribution of Trust Share For SANDRA, KAY MULDER The trust share set aside for SANDRA KAY MULDER s_ha11 forthwith terminate and my Trustee shall distribute alI undistributed net income and principal to SANDRA :KAY MULDER, free of the trust.. SANDRA KAY MULDER shall have the unlimited and unrestricted :general .power to appoint, by a valid last will and testament .or by a valid Living trust agreement, the entire principal and any accrued and undistributed net income of her trust share as it exists at her death, In exercising this general power of appointment, SANDRA KAY ~MULDER.shall specifically refer to this power. SANDRA KAY MULDER shall. liave the sole and exclusive right to exercise the general power of appointment. This general power of appointment specifically grants to SANDRA KAY MULDER the right to appoint property to her own estate: It also specifically grants to her the right.fo appoint:the property among persons, corporations, or other entities in equal ar unequal proportions, and on such terms~and conditions, whether outright or'in trust; as she may elect. To the extent this general power of appointment is .not exercised, my Trustee shall distribute the remaining trust 'property to .the then, living descendants of SANDRA KAY MULDER, per stirpes. If SANDRA KAY .MULDER has ~no then living descendants, my Trustee~shall distribute the balance of the trust property to the beneficiaries under Article Twelve Section 2 ~c, d, e, f, g, i, j, k, 1, m, n, and o in the same proportions asset forth in Article Twelve Section 1. 12-9 If I have no then living descendants, .my Trustee shall distribute the remaining trust property as provided in Article Thirteen of this agreement. i. Distribution of Trust- Share.for ROBERT ALLEN SMITH The trust share set aside for ROBERT ALLEN SMITH shall forthwith terminate and my Trustee shall_ distribute all undistnbuted net income and principal to ROBERT ALLEN SMITH;:free of the trust: ROBERT ALLEN SMITH shall have the unlimited and unrestricted general power to appoint, by a valid last will and testament or by a valid living bust agreement, the entire. principal and any accrued and undistributed net income of his trust share as it- exists at his death. In exercising this general power of appointment, ROBERT ALLEN SMITH.shall specifically refer,to this power. ROBERT ALLEN SMITH shall have the. sole and exclusive right to exercise the general power of appointment. This general power of appointment specifically grants, to ROBERT ALLEN .SMITH the right to appoint property to his owa estate: It also specifically grants to him the .right to appoint~the property among persons, corporations, or other entities in equal or unequal proportions; and on such terms and conditions, whether outright or in trust, as he may~elect. To, -the extent this general power of appointment is not exercised; my Trustee shall distnbute the remaining trust property to the then living descendants of ROBERT ALLEN SIVIIT'H,.perstirpes. If ROBERT ALLEN SMITH has no then living descendants, my Trustee shall distribute the balance of the trust property to the .beneficiaries under A.iticle Twelve Section 2 c, d, ~e, f, g, h, j, k, 1, m, n, and 'o 'in the same proportions as set forth in Article Twelve ~Seciion 1. 12-10 If I have no then living descendants, my Trustee shall distribute the remaining trust property as provided in Article Thirteen of this agreement. j. Distribution of Trust Share for JOSEPH ERIC SMITH The trust share set aside for JOSEPH ERIC SMITH shall forthwith terminate and my Trustee, shall distribute all undistributed net income:and principal to JOSEPH ERIC.SMITH, free of the trust. JOSEPH ERIC SMITH shall have the unlimited and unrestricted general power to appoint, by a valid last will and testament or by a valid living trust agreement, the entire principal and any accrued and undistributed net income of his trust share as it exists at his death. In exercising this general power of appointment, JOSEPH ERIC SMITH shall specifically refer to this power. JOSEPH ERIC SMITH shall have the sole and exclusive right to exercise the general power of appointment: This general power of appointment specifically grants to JOSEPH ERIC SMITH the right to appoint property to his own estate. It also specifically grants to him the right to appoint the property among persons, corporations, or other entities in equal or unequal proportions, and on such terms and conditions, whether outright or in trust, as he may elect. To the extent this general power of appointment is not exercised, ~my Trustee shall distn~bute the remaining trust property to the then living descendants of JOSEPH ERIC SMITH, per stirpes. )f JOSEPH ERiC SMITH has no then living descendants, my Trustee shall distribute the balance of the trust property to the beneficiaries under Article Twelve Section 2 c, d, e, f, g, h, i, k, 1, m, n, and o in the same proportions as set forth in Article Twelve Section 1. 12-11 If I have no then living descendants, my Trustee shall distribute the remaining trust property as provided in Article Thirteen of this agreement. k. Distribution of Trust Share for LAURIN EUGENEPEENING The trust share set aside for LAURIN EUGENE PEENING shatI forthwith terminate and my Trustee shall distribute all. undistributed net income and principal to LAURIN EUGENE FLEMING, free of the trust. IjAURIN EUGENE FLEMING shall have the unlimited and unrestricted general power to appoint, by a valid last will and testament or by a valid living-trust agreement, the entire principal and. any accrued and undistributed net income of her trust share as it exists at her death. In exercising this general power of appointment, LAURIN EUGENE PEENING shall specifically refer to this power. LAURIN EUGENE FLEMING shall have the sole and exclusive right to exercise the general power of appointment. This general power of appointment specifically grants to LAURiN EUGENE FLEMING the right to appoint property to her own estate. It also specifically grants to her the right to appoint the property among persons, corporations, or other entities in equal or unequal proportions, and on such terms and conditions, whether outright or in trust,-as she may elect. To the extent this general power of appointment is not exercised, my Trustee shall distribute the remaining trust property to the then living descendants of LAURIN EUGENE FLEMING,-per stirpes. If LAURIN EUGENE FLEMING has no then living descendants, my Trustee shall distribute the balance of the trust property to the beneficiaries under Article Twelve Section 2 c, d, e, f, g, h, i, j, 1, m, n, and o in the same proportions as set forth in Article Twelve Section -1. 12-12 . If I have no then .living descendants, my Trustee shall ' distribute the remaining trust property as provided in Article Thirteen of this agreement. Distribution of Trust Share for SALLY ANN HOOVER The trust share set aside for SALLY ANN HOOVER shall forthwith terminate and my Trustee shall distribute aII undistributed net income and principal to SALLY ANN HOOVER, free of the trust. SALLY ANN HOOVER shall have the unlimited and unrestricted general power to appoint, by a valid last will and testament or by a valid living trust agreement, the entire principal and any accrued and undistributed net income of her trust share as it exists at her death. In exercising this general power of appointment, SALLY ANN HOOVER shall specifically refer to this power. SALLY ANN HOOVER shall have the sole and exclusive - right to exercise the general power of appointment-. This general power of appointment specifically grants to SALLY ANN HOOVER the right to appoint property to her own estate. It also specifically grants to her the right to appoint the property among persons, corporations, or other entities in equal or unequal proportions, and on such terms and conditions, whether outright or in trust, as she may elect. To the extent this genera! power of appointment is not exercised, my Trustee shall distribute the remaining trust property to the then living descendants of SALLY ANN HOOVER, per stirpes. If SALLY ANN HOOVER has no then living descendants, my Trustee shall distribute the balance of the trust property to the beneficiaries under Article Twelve Section 2 c, d, e, f, g, h, i, j, k, m, n, and o in the same proportions as set forth in Article Twelve Section 1. 12-i3 If I have no then living descendants, my Trustee shall distribute the remaining trust property as provided in Article Thirteen of this agreement. m. Distribution of Trust Share for STANLEY DAVID FLEMING The trust share set aside far STANLEY DAVID FLEMING shall forthwith terminate and my Trustee shall distribute all undistributed net income and principal to STANLEY DAVID FLEMING, free of the trust. STANLEY DAVID FLEMING shall have the unlimited and unrestricted general power to appoint, by a valid last will and testament or by a valid living trust agreement, the entire principal and any accrued and undistributed net income of his trust share as it exists at his death. In exercising this general power of appointment, STANLEY DAVID FLEMING shall specifically refer to this power. STANLEY DAVID FLEMING shall have the sole and exclusive right to exercise the general power of appointment. This general power of appointment specificatly grants to STANLEY DAVID FLEMING the right to appoint property to his own estate. It also specifically grants to him the right to appoint the property among persons, corporations, or other entities in equal or unequal proportions, and on such terms and conditions, whether outright or in trust, as he may elect. To the extent this general power of appointment is not exercised, my Trustee shall distribute the remaining trust property to the then living descendants of STANLEY DAVID FLEMING, per stirpes. If STANLEY DAVID FLEMING has no then living descendants, my Trustee shall distribute the balance of the trust property to the beneficiaries under Article Twelve Section 2 c, d, e, f, g, h, i, j, k, 1, n, 'and o in the same proportions as set forth in Article Twelve Section 1. 12-14 If I have no then living descendants, my Trustee shall distribute the remaining trust property as provided in Article Thirteen of this agreement. A• Distribution of Trust Share for KAY ANN HEINBENFELD The trust share set aside for KAY ANN HEINBENFELD shall forthwith terminate and my Trustee shall distribute all undistributed net income and principal to KAY ANN HEINBENFELD, free of•the trust. KAY ANN HEINBENFELD shall have the unlimited and unrestricted general power to appoint, by a valid last will and testament or by a valid living trust agreement, the entire principal and any accrued and undistributed net income of her trust shaze as it exists at her death. In exercising this general power of appointment, KAY ANN HEINBENFELD shall specifically refer to this power. KAY ANN HEINBENFELD shall have the sole and exclusive right to exercise the general power of appointment. This general power of appointment specifically grants to KAY ANN HEINBENFELD the right to appoint property to her own estate. It also specifically grants to her the right to appoint the property among persons, corporations, or other entities in equal or unequal proportions, and on such terms and conditions, whether outright or in trust, as she may elect: To the extent this general power of appointment is not exercised, my Trustee shall distribute the remaining trust property to the then living descendants of KAY ANN HEINBENFELD, per stirpes. If KAY ANN HEiNBENFELD has no then living descendants, my Trustee shall distribute the balance of the trust property to the beneficiaries under Article Twelve Section 2 c, d, e, f, g, h, i, j, k, 1, m and o in the same proportions as set forth in Article Twelve Section 1. 12-15 If I have no then living descendants, my Trustee shall distribute the remaining trust property as provided in Article Thirteen of this•agreement:. o. Distribution of Trust Share for JQHN MATTHEW SMITH. The trust share set aside for JOHN. MATTHEW SMITH shall forthwith terminate and my Trustee shall distribute all undistributed net income and principal. to JOHN MATTHEW SMITH,•free of tlie•trust. JOHN MATTHEW SMITH shall have the unlimited. and unrestricted general power to appoint, by a valid last will and testament or by a valid living trust agreement, •the entire principal and any :accrued and undistributed :net income of his trust share as it• exists at his death. In exercising this general power of appointment, JOHN MATTHEW SMITH shall specifically refer to this power. JOHN MATTHEW SMITH shall have the sole and exclusive right to exercise the general power of appointment: This general power of appointment specifically grants to JOHN MATTHEW SMITH the. right to appoint property to his own estate. .It also specifically grants: to him the right to appoint the property among,persons, corporations; or other entities in equal or unequal proportions, and on such terms and conditions, whether outright or in trust, as he.may elect. To the extent. this general power of appointment is not exercised, my Trustee shall distribute •the remaining trust property to the then living descendants of JOHN MATTHEW SMITH, per stirpes. If JOHN MATTHEW SMITH has no then living descendants,• my Trustee shall distribute the balance of the trust property to the beneficiaries under Article Twelve Section '2 c, d, e, f, g, h, i, j, k, 1, m and' n in the same proportions•as'set forth.in Article Twelve Section 1. 1~2-16 If I have no then living descendants, my Trustee .shall distribute the remaining trust property as provided in ,Article Thirteen of this agreement. Section 3. Share of a Descendant of a.Deceased Beneficiary Each share ,set- aside_ for a deceased beneficiary, if any, who has then living descendants shall be divided, administered, and distributed as follows: a. Division into Separate Shares' Each share set aside far a deceased beneficiary who has then living descendants shall be divided into as many equal shares as shall be necessary to create one equal share for the deceased beneficiary's descendants, per stirpes. b. Outright~•Distributio n If any descendant "of a deceased beneficiary is over 21 yeazs of age and is' not legally incapacitated, my Trustee shall distribute that descendant's share .outright to that descendant. G Retention of a Minor's or Disabled Descendant's Share in Trust If any descendant:of a~deceased beneficiary is under Z1 years of age, or if any descendant of a deceased beneficiary is disabled or incapacitated as defined in Article,Eighteen of this agreement, then my Trustee shall retain such share in trust under the provisions of Article Fourteen. Section 4. Retention of Distributions in Trust Whenever a distribution is authorized or required to be made by a provision of this.ArticIe to an}+~.beneficiary, then that beneficiary may direct my Trustee in writing to retain such distribution in trust as follows: 12-17 a. A Beneficiary's Right to Income My Trustee, during. the lifetime of the beneficiary, shall pay to ar apply for the benefit of•the beneficiary from time to time and at the beneficiary's written direction all of the net income:from this trust. b. A Beneficiary's Right to Withdraw Principal My Trustee shall pay to.or apply ,for the benefit of the beneficiary such amounts:from the principal as the>benefciary may at- any time request in writing. No limitation shall .be :placed on the beneficiary as to either the amount,of~or reason for such invasion of principal. c. Principal Distributions in My Trustee's Discretion My Trustee may also distribute to or for the benefit of the beneficiary as much of the principal of the trust as my Trustee, in its sole. and absolute. discretion, shall consider necessary or advisable for the education, health, maintenance, and support of the beneficiary: d, A Beneficiary's General`Power of Appointment The beneficiary shall have the unlimited and unrestricted general power to appoint; by a valid last will and testament or trust agreement,. the entire principal and any accrued and undistributed net income of the trust .as it exists at: the beneficiary's death. In exercising this general power of appointment, the beneficiary shall. specifically refer to.this•power. The beneficiary shall have the sole and exclusive right to exercise the general pgwer~of appointment. This general power of appointment specifically grants to the beneficiary. the riglit~ .to appoint property to the beneficiary's own estate. It also• specifically grants to the beneficiary the right to appoint the property among persons, corporations; or other entities in equal or unequal•,proportions, and on such terms and conditions, whether outright or~in trust, as~the beneficiary~may elect. 1.2-18 Any property in the trust which is not distributed pursuant to the exercise of the general power of appointment shall be distributed to the beneficiar}~s then living descendants, per stirpes. If the beneficiary has no then living descendants, my Trustee shall distnbute the remaining. trust property as provided in Article Thirteen of.this agreement. 12-19 Article Thirteen Ultimate Distribution Pattern If at any time there is no person, corporation, or other entity entitled to receive all or any part of my trust property, then all of the trust property shall be distributed to those persons who would be ~my heirs had I died intestate owning such property. The distribution of trust property, for purposes of this Article, shall be determined by the Iaws of descent and distribution for intestate estates in the State of Pennsylvania as such laws are in effect at the time of any distribution under this Article. 13-1 Article Fourteen Methods of Distribution and Trust Administration with Regard. to Minor and Disabled Beneficiaries Section 1. General Guidelines for Distribution Whenever a distribution is authorized or required to be. made by a provision of this agreement to any~beneficiary, except far the Trustmaker's spouse, who is disabled or incapacitafed,.such distribution maybe made by my Trustee: Without continuing court supervision or the intervention of a. guardian, conservator, or any other legal. representative. Without giving or:requiring any bond ar surety on band. Pursuant to any of the methods authorized under this.Article. In making distributions under this Article, disability or incapacity shall include adjudicated mental incapaeity'by a court of~competent jurisdiction, or incapacity because of age, illness,.or injury.. Before making any distributions to beneficiaries other than me under this Article, it is my desire that my Trustee, to the extent that:it is~both reasonable and possible: Inquire.into the~ultimate~disposition of the~distributed funds. Take into consideration the behavior of trust beneficiaries with regard to~theii: disposition of prior distributions of trust property. My Trustee shall obtain a receipt from the person, corporation, or other entity receiving any distribution called:for in this Article. 14-1 Section 2. Methods of Payment My Trustee may.make the distributions called-for in this Article in~ any one or more of the following ways: Directly to. a beneficiary. To persons; .corporations, or other entities for fhe~ use and benefit of the beneficiary. To an account in a~ commercial hank or sayings institution in the name of. the beneficiary, or in a form reserving the title, management, and custody of the account to a suitable person, corporation, or other entity for the use and benefit of the beneficiary. In; any prudent form of annuity purchased for the use and benefit of the beneficiary. To any person or duly licensed financial institution, including my Trustee, as a custodian under~the Uniform Transfers to Minors Act, or any sinular act, of any state, or in any manner' allowed by any state statute dealing with gifts or distributions to minors or other individuals under, a legal disability. To any guardian, agent under a valid power of attorney, or other person deemed by my Trustee to be responsible, an_ d who has assumed the responsibility of caring: for the beneficiary. Section 3. Trustee's Discretion to Keep Property in Trust If any trust property becomes distributable to a beneficiary when the beneficiary is under 21 years of age, or when the beneficiary :is under any form of legal disability,~as defined in Article Eighteen, my Trustee may retain that beneficiary's share in a separate trust until he or she attains 21 years of age,~or until his or her, legal disability has ceased, as follows: a. Distributions of Trust Income and Principal My Trustee shall apply to or for the benefit of the, beneficiary as much of the net income and principal of the trust as my Trustee, in 14-2 its sole and absolute discretion, deems necessary or advisable for the beneficiary's education, health, maintenance, and support. In malting any distributions of income and principal under this Article, my Trustee shall be Handful of, and take into consideration to the extent ~it deems necessary, any additional sources of income and principal available to the beneficiary which arise outside of this agreement. Any net income not distributed to a beneficiary shall be accumulated and added to principal. b. Termination and Distribution My Trustee shall distribute the trust.property to a beneficiary: When he ar she attains 21 years of age, or When he ar she ceases to be disabled. c. A Beneficiary's General Power to Appoint' Trust Property If a beneficiary should die before the complete distribution of his or.her trust, the trust shall terminate and all of the trust property shall be distributed to such persons, corporations, or other entities, including the beneficiary's own estate, in the manner in which the beneficiary shall elect. This genera! power of appointment must be exercised by the beneficiary by either a valid living trust or last will and testament, either of which specifically refers to this power of appointment. To the extent this general power of appointment .is not exercised, my Trustee shall distribute the remaining trust property to the then living descendants of the beneficiary, per stirpes. If the beneficiary has no then living descendants, my Trustee shaiI distribute the remaining trust property to my then living descendants, per stirpes. If I have no then living descendants, my Trustee shall distribute the remaining trust property as provided in Article Thirteen of this agreement. 14-3 Section 4. Application to the Trustmaker or the Trustmaker's Spouse Notwithstanding anything in this agreement to the contrary, in no event shall this Article appiy to the Trustmaker or the Trustmaker's spouse. ' 14-4 Article Fifteen The Resignation, Replacement, and Succession of My Trustees Section 1. The Resignation of a Trustee Any Trustee may resign by giving thirty days' written notice to me or to my legal representative. If I am not- living, the notice shall be delivered to the Trustee, if any, and to alI of the beneficiaries then eligible to receive mandatory or discretionary distributions of net income from any trust created under this agreement. If a beneficiary is a minor or is legally incapacitated, the notice shall be delivered to that beneficiary's guardian or other legal, representative. Section 2. The Removal of a Trustee Any Trustee may be removed by me, my spouse, David H. Radcliff, or my other beneficiaries as follows: a. Removal by Me I reserve the right to remove any Trustee at any time. b. Removal by My Spouse After my death, or during any period that T am.disabled, my spouse or David H. Radcliff may remove any Trustee. c. Removal by My Qther Beneficiaries After the death or disability of, bath me and my spouse, a majority of the beneficiaries then eligible to receive mandatory or 15-1 discretionary distributions of net income under this agreement may remove any Trustee. d. Notice of Removal Neither I, my spouse; David H. Radcliff nor any of my beneficiaries, need give any Trustee being removed any reason, cause, or ground for such removal. Notice of removal shall be effective when made in writing by either: Personally delivering notice to the Trustee and securing a written receipt, or Mailing notice in the United States mail to the last known address of the Trustee by certified mail, return receipt requested. Section 3. Replacement of Trustees Trustees shall be replaced in the following manner: a. The Death or Disability of a Cotrustee While I Am a Trustee I may serve as a sole Trustee or I may name any number of Cotrustees to serve with me. If a Cotrustee subsequently dies, resigns, becomes legally incapacitated, or is otherwise unable or unwilling to serve as a Cotrustee, I may or may not fill the vacancy, as I choose. b. My Trustees upon My Disability During any period that I am disabled, HARRY C. BARNES, JR. acting as my disability Trustee shall replace all of my initial Trustees. If the disability Trustee is unwilling or unable to serve, or cannot continue to serve for any other reason, then the following shall be named as successor disability Trustees in the order~in which their.names appear: First, FIRST UNION NATIONAL BANK; then 15-2 Second, F[JLTON 'BANK; then Third, ALLFIRST TRUST COMPANY. c. My Trusteesupon My Death On my death; all of the following death Trustees shall replace all of my initial~Trustees, if they are then serving, or the disability Trustee, if he is•then• serving: HARRY C. BARNES, JR. and FIRST UNION NATIONAL BANK. If any one ar.more of the death Trustees is .unwilling or unable to serve as..a Trustee, or if a Trustee cannot continue to serve for any other reason; then the following shall be named as•successor death Trustees in the orderin which'ther~names appear: First, FUL'TON BANK; then Second, ALLFIRST TRUST COMPANY. d. Successor Trustees If. a: successor Trustee is unwilling or• unable to serve during the period in which I am disabled ar after my death, the next following successor-Trustee shall serve until the successor Trustees so named have ~been•~exhausted. A Trustee may be listed more than once in this Section or an initial Trustee•may also be named as a disability Trustee pr a Trustee who will serve upon my death. Naming a` Trustee more than once is done as a convenience only and is not to be construed as a termination of that Trustee's trusteeship. e. Unfilled Trusteeship In the event no named Trustees are :available, a majority of the beneficiaries then eligible to receive mandatory or discretionary distributions of net income under this agreement shall forthwith name a corporate fiduciary. 15=3 If~a majority of the beneficiaries then eligible to receive mandatary or discretionary distributions of net income under this agreement cannot agree, on_a corporate fiduciary, any beneficiary can petition a court of competent jurisdiction, ex ~parte, to designate a corporate fiduciary as a Trustee. The court that designates the successor Trustee shall not acquire any jurisdiction over any trust created under this agreement, except to the •extent.necessary to name a corporate fiduciary ~as a successor Trustee. Section 4. The Nlinimum number of Trustees If a corporate fiduciary is serving as:a Trustee for any trust=created under this agreement, it may serve alone. If no corporate fiduciary is serving as a Trustee; there must be at all times a minimum of two individual 'Trustees, unless •I am serving as the sole~Trustee. If at any time there is only one~.iadividual Trustee serving as a Trustee, other than me, and no additional successor Trustees are named in this agreement, the sole remaining individual Trustee shall:forthwith notify the beneficiaries then eligible to receive mandatory or discretionary distributions of net income under this agreement that they must name a corporate .fiduciary to act as a Cotrustee. If the beneficiaries then eligible to receive mandatory ~or discretionary distributions~of'net income under this agreement eannot;agree on a corporate fiduciary, any beneficiary can petition a court of competent 'jurisdiction, ex pane, to designate ~a• corporate fiduciary as Cotrustee. The court that designates the successor Cotrustee shall not acquire any jurisdiction over any trust created under this agreement; except to the extent necessary to name a.corporate fiduciary as a successor~Cotrustee. Section 5: Corporate.Fiduciaries Any corporate fiduciary named in this trusty agreement or appointed by a court of competent jurisdiction.as aTrustee must be a bank or trust company situated in the United States having trust powers under applicable federal or state law. 15-4 Such fiduciary shall have a combined capital and surplus of at least 2 million dollars. Section 6. Powers and .Liabilities of Successor Trustee Any successor Trustee, whether corporate or-~individual, shall have all of: the' rights, powers, and privileges, and be subject to all of the obligations and duties, both' discretionary and ministerial, as given to~the•original Trustees. Any successor Trustee shall be subject to any restrictions imposed on the original Trustees: No successor Trustee shall be required to examine the accounts, records, and acts of•any previous Trustees. No successor Trustee shall in any way be responsible for any act or omission to~.act on the part of.any previous Trustees. 15-5 Article. Sixteen General Matters and Instructions with Regard to the Trusteeship Section 1. Use of "Trustee" Nomenclature As used throughout this agreement, the word "Trustee" shall refer to the initial Trustee as well as any single, additional, or successor Trustee. It shall also refer to any individual, corporation, or other entity acting as a replacement, substitute, or added Trustee. Section'2. Nv Requirement to Furnish. Bond My Trustee shall not be required to furnish any bond for the faithful performance of its duties. If a bond is required by any law or court of competent jurisdiction, it is my desire that no surety be required on such bond. Section 3. Court Supervision Nat Required All trusts created under this agreement shall be administered free from the active supervision of any court. Any proceedings to seek judicial instructions or a judicial determination shall be initiated by my Trustee in the appropriate state court having original jurisdiction of those matters relating to the construction and administration of trusts. 1~-I Section 4. My Trustee's Responsibility to Make Information Availatite to Beneficiaries My Trustee shall report, at least semiannually, to the beneficiaries then eligible to receive mandatory or discretionary distributions~.of~the net.income from the various trusts created in this agreement aII of the receipts, disbursements; and distributions occurring during the reporting period along with a cotnplete~statement of the-trust property. The trust's bodks and records along with all .trust documentation shall be available and open at aII reasonable times to the inspection of the trust beneficiaries and their representatives. My Trustee .shall not be required to furnish trust records or documentation to any individual, corporation, ar other entity that is not a beneficiary, does not have the express written approval of a beneficiary, or~is~not requesting~such pursuant to a court:order. Section 5. Delegation among the Trustees Any Trustee may delegate to any other Trustee the power to exercise any or .all powers granted my Trustee in. this agreement, including those which are discretionary, if~alibwed by law. My delegating Trustee may revoke any such delegation at will. The delegation of any such power, as well as the revocation of any such delegation, shall be evidenced by an .instrument- in writing executed by the delegating Trustee. As long as any such delegation is in effect, any of the delegated powers may be exercised by the Trustee.receiving such delegation with the same.force and effect as if the delegating. Trustee had personally joined in the exercise of such power.. Section 6. Utilization.of.Substitute Trustee If any Trustee is unwilling or ,unable to act as to any trust property, my Trustee shall designate, in writing, an individual, bank trust department, or trust company to act as~ a substitute Trustee with- regard to such property. 15-2 The property being°administered by the substitute Trustee; as~well as the net income therefrom, shall. be distributed or remitted as directed by the delegating Trustee consistent~with the terms of this agreement. Each substitute Trustee shall exercise all of the fiduciary powers granted by this agreement unless expressly limited by the delegating Trustee .in the instrument appointing such~substitute Trustee, or'by any provision within this Section. Any substitute Trustee may resign at any time by delivering written notice to my Trustee to that effect. Section 7. Trustee's Fee My Trustee shall be entitled to fair and reasonable compensation for the services it renders as a fiduciary. The amount of compensation. shall be an amount equal to the customary and prevailing charges for .services of a similar nature during the' same period of time and .in the same geographic locale. My Trustee shall be reimbursed for the reasonable costs and expenses incurred in connection with'its~fiduciary duties under this agreement. Section 8. A Majority of Trustees Required to Control When more than two Trustees are acting, the concurrence and joinder of a majority of my Trustees shall control in all matters pertaining to the administration of any trust,created under this agreement. If only two Trustees are acting, the concurrence and joinder of both shall be required. When more than two Trustees are acting, any dissenting. or abstaining Trustee may be absolved from personal liability by registering .a written dissent or abstention with the records of the trust; the dissenting Trustee shall thereafter act •with the other Trustees in any manner necessary or appropriate to effectuate the decision of the•majority. 16-3 Section 9. Successor Corporate Fiduciaries If any bank or trust company ever succeeds to the trust business of any corporate fiduciary serving as a Trustee under this agreement, whether because of a name change or any other form of reorganization; or .if' such corporate:fiduciary ever transfers ail of its existing business to any other bank or trust company,, the successor shall thereupon, without any action being required, .succeed to the ~trusteeship.as if originally named. Section 10. Early Termination of Trusts Based oa~Cost~ If my Trustee, other than my spouse acting as a Trustee, shall determine, in its~sole and absolute discretion, that any trust created under this agreement has become uneconomical to administer due to the high cost of administration relative to the value of. the trust property, my Trustee may terminate such trust or trusts and distribute the trust property, including any accrued buf undistributed net~income,.in the_following order: To-me if,I am then living. To my spouse, if a beneficiary of-the trust. To the. beneficiaries then ~erititled to receive discretionary payments of income of the trust, per snipes. Section I1. Geaeration-Skipping Tax~Provisions In order to ~mininiize the impact of any generation-skipping tax that may be applied to, any of the trusts created by tliis agreement or tlieir beneficiaries, my Trustee, in its sole and absolute discretion, is authorized to take the following actions: a. Division into Exempt and Nonexempt Trusts If~any trust created under this~agreement~would be partially exempt from ,generation-skipping tax by reason of an allocation of a generation-skipping tax exemption to it; prior to such allocation my Trustee shall divide the total trust assets into two separate trust, shares of equal or unequal value, to permit allocation of the exemption solely to one trust share {the "exempt (rust"). The 16=4 exempt trust shall consist of a fractional interest of the total trust assets in an amount necessary to cause the exempt trust to' be entirely exempt from generation-skipping tax. The other trust share {the "nonexempt trust") shall consist of the remaining fractional interest of the total trust assets. For purposes of this allocation, assets .values as finally detexzr~ihed for federal estate tax purposes shall be used. b. Additions to a Separate Trust If a trust under this agreement; whether created under this Section or. not, is entirely exempt or nonexempt from generation-skipping tax and adding property to it would. partially subject the trust to generation-skipping tax, my Trustee may hold that property in a. separate trust in lieu of making the addition. c. Terms of the Trusts If my Trustee divides a trust into two separate trust shares or creates a separate trust for additions, the trusts or trust shares that result shall' have the same terms and conditions as the original trust. My Trustee shall not make discretionary distributions from the income or principal of the exempt trust to beneficiaries who are nonskip persons as long as any readily marketable assets remain.,in the nonexempt trust. cI. Allocation.from an Exempt Trost First Upon division or distribution of an exempt trust and a nonexempt trust, my Trustee may allocate property from the exempt -trust first to•a share from which a~generation-skipping transfer is more likely to occur. e. Taxable Distributions If my Trustee considers that any distribution from a trust~under this agreement, other than pursuant to a power to withdraw or appoint, is a taxable distribution subject to.a generation-skipping~tax payable by the beneficiary, my Trustee shall augment the distribution by an amount which my Trustee estimates to~ be sufficient to pay the tax and~shall charge the same against the trust to which the tax relates. 16-5 f. Taxable Terminations If my Trustee considers that any termination of an interest in trust property is a taxable termination subject to ageneration-skipping tax, my Trustee shall pay the tax from the portion of the trust property to which the tax relates, without adjustment of the relative interests of the beneficiaries. 16-6 Article Seventeen My Trustee's Administrative and Investment Powers Section 1. Introduction to Trustee's Powers Except as~ otherwise provided in this agreement, my Trustee shall have both the administrative and-.investment powers enumerated under this Article and any other powers granted by~law~with respect to the various trusts created by this agreement. Section 2. Powers to Be;Exercised in the Best Interests of the Beneficiaries My Trustee shall exercise the following administrative and investment powers without the order of any court, as my Trustee determines in its sole and absolute discretion to be in the best ~interests~ of the beneficiaries. Notwithstanding anything:to the contrary~in this agreement, my Trustee shall not exercise any power in a manner inconsistent~with the beneficiaries' right to the beneficial enjoyment of the trust property in accordance with the general principles of~the law~of trusts. Section 3. Administrative and Investment Powers My Trustee is hereby granted the following administrative and investment powers: a. Agricultural Powers My Trustee may retain, sell,. acquire, and continue any farm or ranching operation whether as a sole proprietorship, partnership, or corporation. 17=1 _ _ _ My Trustee may engage in the production, harvesting, and marketing of both farm and ranch products either by operating directly or with management agencies, hired labor, tenants, or sharecroppers. My Trustee may engage and participate in any government farm program, whether state or federally sponsored. My Trustee may purchase or rent machinery, equipment, livestock, poultry, feed, and seed. My Trustee may improve and repair all farm and ranch properties; construct buildings, fences, and drainage facilities; acquire, retain, improve, and dispose of welts, water rights, ditch rights, and priorities of any nature. My Trustee may, in general, do all things customary or desirable to operate a farm or ranch operation far the benefit of the beneficiaries of the various trusts created under this agreement. b. Business Powers My Trustee may retain and continue any business in which I have or had an interest as a shareholder, partner, sole proprietor, or as a participant in a joint venture, even though that interest may constitute all or a substantial portion of the trust property. My Trustee may directly participate in the conduct of any such business or employ others to do so on behalf of the beneficiaries. My Trustee may execute partnership agreements, buy-sell agreements, and any amendments to them. My Trustee may participate in the incorporation of any trust property; any corporate reorganization, merger, consolidation, recapitalization, liquidation, dissolution; or any stock redemption or cross purchase.buy-sell agreement. My Trustee may hold the stock of any corporation as trust property, and may elect or employ directors, officers, employees, and agents and compensate them for their services. My Trustee may`sell or liquidate any business interest that is part of the trust property. 17-2 My Trustee..may carry out the provisions of any agreement entered_ into by me for the sale.of~any business interest or the.stock thereof. My~ Trustee may exercise all of the business powers granted in this agreement-regardless of whether my Trustee is personally interested or .an involved party with respect to any business enterprise forming apart of the trust property. c. Environmental Powers ~My Trustee shall :have the power to inspect any trust property to determine compliance with any environmental law affecting such property or to respond to any environmental law affecting property held by, my Trustee. "Environmental. Law" .shall mean any federal, state, or local. law, rule, regulation, or ordinance relating to protection of the• environment or of human health. My Trustee shall Have the power to refuse to accept property if my Trastee~determines that there is a substantial risk that such property is contaminated by any hazardous substance or has previously, or is currently, being used for any activities directly or indirectly involving hazardous substances which could result in liability to the trust assets. "Hazardous substance"•shall mean any substance defined as hazardous or toxic by any federal, state, or local law, rule, regulation, or ordinance. My Trustee shall have the power to take any necessary action to prevent, abate, clean up or otherwise. respond to any actual or threatened violation of, any environmental law affecting trust property prior to or after the initiation or enforcement of any action by~any governmental•body. My Trustee may disclaim. or release any power granted to it or implied by any document, statute, or rule of law`which the Trustee determines may cause the Trustee to incur liability under any environmental law. My Trustee may charge the cost of any inspection, review, prevention, abatement, response, cleanup, or remedial action authorized under this power against•tfie~trust property. My Trustee shall not be liable to any beneficiary or to any other party for any decrease in value of the trust property by reason of my 17-3 Trustee's compliance with any environmental Iaw, specifically including any~reporting requirement under such law. d. Common Fund Powers For the• purpose of convenience with regard to the administration and investment of the trust property, my Tivstee may hold the several trusts created.under this agreement as a common fund. My Trustee may make joint investments with respect to the funds comprising;the trust~prgperty. My Trustee may enter into any transaction authorized by this Article with fiduciaries or other trusts or estates in which any beneficiary Hereunder has an interest, even though such fiduciary is also a Trustee under this agreement. e. Compensation.Powers My Trustee~shall pay from income or principal all of the reasonable expenses atEributable to the administration of the respective trusts created in this agreement. My Trustee.shall pay itself compensation~:for its services as fiduciary as. provided in this agreement in. accordance with its usual schedule of fees in effect af~ the time the services are provided, and shall reasonably compensate those persons employed by my Trustee, including.agents, auditors, accountants, and attorneys. f. Distribution Powers My Trustee is specifically authorized to make divisions and distributions.of the trust property either in cash or in kind, or partly in cash and partly in kind, or in any proportion it deems advisable. My Trustee shall tie under no obligation or responsibility to make pro rata divisions.and distributions in.kind. My 'Trustee may allocate specific :property. to any beneficiary or share aithoeigh the property may differ in kind from the property allocated to any other beneficiary or~share. 17-4 The foregoing powers may be exercised regardless of the income tax basis of any of the property. g. Funeral and Burial Expenses My Trustee may in its sole discretion pay the funeral and burial expenses, expenses of the last illness, and valid claims and expenses of an income beneficiary of any trust created under this agreement. Funeral and burial expenses shall include, but not be limited to, the cast of memorials of ail types•and memorial services of such kind as my Trustee shall approve. Valid claims and expenses shall include, but not be limited to, all state and federal death taxes. The payments shall be paid from the assets of the trust or trusts from.which the beneficiary was receiving income. h. Income and Principal Powers My Trustee .may determine in a fair, equitable, and practical manner how all Trustee's fees, disbursements, receipts, and wasting assets shall be credited, charged, or apportioned between principal and income. My Trustee may set aside from trust income reasonable reserves for taxes, assessments, insurance premiums, repairs, depreciation, obsolescence, depletion, and for the equalization of payments to or for the beneficiaries; it may select any and all accounting periods with regard to the trust property. i. Investment Powers in General My Trustee may invest~and reinvest.in such classes of~stocks, bonds, securities, commodities, options, metals, or other property, real or personal, as it shall determine. My Trustee may invest in investment trusts as well as in common trust funds. My Trustee may purchase life, annuity, accident, sickness, and medical insurance on the behalf of and for the benefit of any trust beneficiary. 17-5 j. Life Insurance Powers My Trustee shall have the powers with regard to life insurance as set forth in this Paragraph j, except as otherwise provided in this agreement. My Trustee may purchase, accept, hold, and deal with as owner policies of insurance on my life, the life of any trust beneficiary, or on the life of any person in whom any trust beneficiary has an insurable interest. My Trustee shall have the power to execute or cancel any automatic premium loan agreement with respect to any policy, and shall have the power to elect or cancel any automatic premium loan provision in a life insurance policy. My Trustee may borrow money with which to pay premiums due on any policy either from the company issuing the policy or from any other source and may assign any such policy as security for the loan. 'My Trustee shall have the power to exercise any option contained in a policy with regard to any dividend or share of surplus apportioned . to the policy, to reduce the amount of a policy or convert or exchange the policy, or to surrender a policy at any time for its cash value. My Trustee may elect any paid-up insurance or any extended-term insurance nonforfeiture option contained in a policy. My Trustee shall have the power. to sell policies at their fair market value to the:insured or to anyone having an insurable interest in the policies. My Trustee shall have the right to exercise any other right, option, or benefit contained in a policy or permitted by the insurance company issuing that policy, Upon termination of any trust created under this agreement, my Trustee shall,have the power to transfer and assign the policies held by the trust as a distribution of trust property. 17-b k Loan, Borrowing, and Encumbrance Powers My Trustee may loan money to any person, including.a beneficiary, with or without interest,.on any~term or ori~ demand, with or without collateral, as it deems in the best°interests of the trust beneficiaries. My Trustee may borrow~nioney upon.such terms and conditions as it shall deem advisable, including, in the case of a corporate fiduciary, the power to borrow~from its own banking or commercial department. My Trustee :shall have the power to obligate the trust property for the repayment~of any sums borrowed where the best interests of the beneficiaries have been taken into consideration. My Trustee shall have the. power to encumber the trust property, in whale or in part, by a mortgage or mortgages, deeds of trust, or by pledge, hypothecation or otherwise, even .though such encumbrance may continue to be effective after the term of any trust or trusts created in this agreement. 1. Margin,.Brokerage, and Bank Account.Powers My Trustee.~is authorized to buy, sell, and: trade in securities of any nature, including short sales and on margin. My Trustee may maintain and operate margin accounts with brokers, and may pledge any securities held or purchased by my Trustee with such brokers as. securities for loans and advances made to my Trustee. My Trustee is authorized to establish and' maintain bank accounts of all types in one or more banking institutions that my Trustee may choose. m. Mortgage,Powers~ My Trustee shall have. the power to enter into any mortgage whether as .a mortgagee or mortgagor, to purchase mortgages on the open market, and to otherwise buy, sell, or trade iri first or subordinate mortgages. My Trustee may reduce the interest rate on any mortgage and consent to the modification or release of any guazanty of any mortgage. 17-7 My Trustee may, continue mortgages upon and, after maturity with. or without renewal or. extension, and may foreclose any mortgage. My Trustee may purchase the mortgaged property or acquire. it by deed from the. mortgagor without foreclosure. n: Nominee: Powers My Trustee may bald any trust property in the name. of my Trustee, or in the name of a nominee, and may enter into agreements to facilitate holding such praperty. My Trustee may accomplish such with or without disclosing its fiduciary capacity. o. Nonproductive Property My Trustee may hold property which,is non-income producing or is otherwise nonproductive ef. the holding of~ such property is, in the sole and .absolute discretion of my Trustee, in the best interests of the beneficiaries. p. Oil, Gas, Coal, and Other Mineral Powers My Trustee may~da all things necessary to.maintain in~full force and effect any oil, gas, coal, or other mineral interests comprising part or all.of the trust property. My, Trustee may- pwchase additional oiI, gas; coal, and other mineral interests when necessary or desirable to effect a reasonable plan of operation or development with regard to the trust property. My Trustee may buy or sell undivided interest.in oil, gas, coal, and other. mineral interests, and.may exchange any of such interests for interests in other properties or for services. My Trustee may execute oil, gas, coal, and other mineral leases on such terms as my Trustee may deem proper, and may enter ;into pooling, unitization, repressurization, and other types of agreements relating~to the development, operation, and.conservation of mineral properties. Any lease or other agreement may have a dwation that my Trustee deems reasonable, even though extending beyond the duration of any trust.created in this agreement. 17-8 My Trustee may execute division orders, transfer orders, releases, assignments, farmouts, and any other instruments which it deems proper. My Trustee may drill, test, explore, mine, develop, and otherwise exploit .any, and all oil, gas, coal, and other mineral interests, and may select, employ, utilize, or participate in any business form, including partnerships, joint ventures, co-owners' groups, syndicates, and corporations, for the purpose of acquiring, holding, exploiting, developing, operating, or disposing of ail, gas, coal, and other mineral interests. My Trustee may employ the services of consultants or outside specialists in connection with the evaluation, management, acquisition, disposition, or development of any mineral interest, and may pay the cost of such services from the principal or income of the~trust.property. My Trustee may use the general assets of the trusts created under this agreement for the purposes of acquiring, holding, managing, developing, pooling, unitizing, repressuring, or disposing of any mineral interest. ~. q. Powers of Attorney My Trustee may execute, deliver, and grant to any individual or corporation a revocable or irrevocable power of attorney to transact any and all business on behalf of the various trusts created in this agreement. The power of attorney may grant to the attorney-in-fact a!1 of the rights, powers, and discretion that my Trustee could have exercised. r. Powers to Merge Similar Trusts My Trustee may merge and consolidate any trust. created in this agreement with any other trust created by rne, or any other person at any other time, if the other trust contains substantially the same terms for the same beneficiaries, and has at least one Trustee in common with the trust or trusts created in this agreement. My Trustee may administer such merged and consolidated trusts as a single trust or unit. Yf, however, such a merger or consolidation 17-9 • - does not appear feasible, as- determined iri the sole and absolute discretion of my Trustee, my Trustee may consolidate the assets of such trusts •for purposes of investment and trust administration while retaining separate records and accounts for the respective trusts. s. Powers of an Interested Trustee A.n interested Trustee is any Trustee who has an interest as a benefciary in this trust agreement or any trust created by it. Tn all instances where an interested Trustee distributes, or participates in the distribution, of trust income or principal to or for the benefit°of such- Trustee, then the distribution shall be limited by the ascertainable standards of education, health, maintenance, .and support. Notwithstanding anything in this agreement to the contrary, in.malang such distributions, the interested Trustee shall not use discretion in.applying those~ascertainable standards. No individual Trustee shall. exercise or participate in the exercise bf such-discretionary power•with respect to distributions-to any person or persons ,such individual is legally obligated to support, as to that support obligation. t. Powers of•an Insured Trustee Any individual Trustee under this agreement, other th~ari -me, is prohibited from exercising•any power conferred on the owner of any policy which insures the.,life of such individual Trustee and~which.is held as part-of the trust property. If my Trustee holds any.such.policy or policies as a part- of the trust property, the powers conferred on the owner of such a policy shall be -exercised only by the other then acting Trustee. If~ the insured Trustee is the only then acting Trustee, then such. powers shall be exercised by a substitute Trustee designated pursuant to the provisions of the agreement dealing with the trusteeship. If any rule of law or court decision construes the .ability of the insured Trustee to name a substitute Trustee as an incident of ownership, the substitution process shall be. implemented by a majority ~of the then current mandatory and discretionary income 17=10 beneficiaries, excluding the insured Trustee if the insured Trustee is. a beneficiary. u. Rea! Estate Powers My Trustee may purchase, sell, transfer,. exchange or otherwise acquire or dispose of any real estate. My Trustee may make .leases and grant options to lease for any term, even though the term may extend beyond the termination of any trust created under~this agreement. My Trustee may grant or release easements aiid other interests with respect to: real estate, enter into party wall agreements, execute estoppel certificates, and develop and subdivide any~real estate. My Trustee may dedicate parks, streets, and alleys or vacate any street or •ailey, and may construct, repair, alter, remodel, demolish, or abandon improvements. My Trustee may elect to insure, as it deems advisable, all actions - contemplated by this subsection. My Trustee may take any other action reasonably necessary for the preservation of real estate ;and fixtures comprising a part of:the trust property or the income therefrom. o. S Corporation Stock if any stock of an S corporation becomes• distributable to a trust created under this agreement, and .such trust is not a qualified Subchapter S trust, my Trustee may implement any of the following alternatives with respect to the S corporation stock: 1. A Sole Beneficiary Where the original trust is for a sole beneficiary, my Trustee may create .for that beneficiary a separate. trust that qualifies as a Subchapter S trust, and then distribute such.stock to the=newly created trust: ].7-11 2. Multiple Beneficiaries Where the original trust is for multiple beneficiaries, my Trustee may divide the trust-into separate trusts for each of the beneficiaries. Each newly created trust shall hold that.beneficiary's pro rata share of the S corporation stock, and shall qualify~as a:SiibcIiapter S trust. 3. Outrighf Distribution If circumstances prevent my Trustee from accomplishing the first-two alternatives under this paragraph, my Trustee may, in its sale and absolute discretion, distribute such stock to the beneficiaries as if the trust had terminated, while continuing to hold any other non-S corporation property intrust. Each. newly created S corporation trust shall have mandatory distributions of income and shall not provide for powers of appointment that can be exercised by the beneficiary during the beneficiary's lifetime,. In all other respects, the newly created trusts shall be as consistent as possible with the original trusts and still qualify•as Subchapter.S trusts. My Trustee may take any action necessary with regard to S corporations, including making any elections required to qualify stock as S corporation stock, and may sign all required tax returns and forms. w. Sale, Lease, and Other Dispositive Powers My Trustee may sell, lease, transfer, exchange, grant options with respect.to, or otherwise dispose.af the trust property. My Trustee may deal with',the trust property at..such time or times, for such purposes, for such considerations and upon such terms, credits, and conditions, and for such periods of time, whether ending before or- after the term of any trust created under this agreement, as it deems advisable. My Trustee may make such contracts; deeds,.leases, and any other instruments it deems proper ender the immediate circumstances, 17-12 and may deal with the trust property in all other ways in which a. natural person could deal with.his or her property. x. Securities Powers In addition.to those other securities powers granted Throughout this Article, my Trustee may retain, exercise, or,sell, rights of conversioa or subscription with respect to any securities held as part of the trust property. My Trustee may vote or refrain from voting at corporate meetings either in person or by proxy, whether general or limited, arid with or without -substitutions. y. Settlement Powers MyTrustee~may compromise, adjust, arbitrate,.alter the-terms of, or abandon any claim in~.favor of. or• against any trust created under this agreement; and•inay take deeds in lieu of foreclosure. z. Trust Addition and Retention Powers My Trustee is' authorized. to receive additional trust property, whether by gift, will, or otherwise, from either me or any other person, corporation, or entity. Upon receipt of any additional .property, my Trustee shall administer and. distribute the~same as~part of the~trust pioperty. My Trustee may retain, 'without' liability for depreciation or loss resulting from such retention, all property constituting. the trust estate at the time of its creation. or thereafter received from other sources. The foregoing shall be. acceptable even though such property may not be' of the character prescribed by law for the investment of trust funds or may result: in inadequate diversification of the trust property.- 17-13 as.~ Trustees' or Fiduciaries' Powers Acts In addition to all of the powers specifically granted my Trustee in this Article, my, Trustee may exercise those powers ,set forth under the Trustees' or Fiduciaries' Power5•Acts, or their~equivalent, of the State of Pennsylvania; together with, any amendment to such laws. My Trustee may perform every act reasonably necessary to administer each. and every share or trust created under this agreement. All of the powers granted to my Trustee in this Article: shall be in addition to those powers conferred upon Trustees under all applicable:state and federal statutes: Each power conferred upon my Trustee under this Article;• or uporn Trustees in ,general, by applicable :state or'federal statutes, shall be: subject to any express limitations or contrary directions contained irx this agreement. 17=14 Article Eighteen Definitions and General Provisions Section 1. Definitions For purposes of this agreement, the following words and phrases shall be. defined as•follows: a. Adopted and Afterborn Persons Persons who are legally adopted while they are under 1'8 years of age (and. not ~thase persons adopted after attaining 18 years of age) shall be treated for all purposes under this agreement as though they were the naturally born~cliildren of their adopting parents: An, afterborn person is• a descendant• of• mine who is born after the date that I sign this agreement. A child in. gestation who is Fater born alive.shall be considered a child~in being throughout the period of gestation. 'b. Descendants A person's. descendants sha11 include all of his or her lineal descendants,through all.generations. A descendant in gestation who is~ later born alive shall be considered a descendant in•being•throughout~the period of gestation. An adopted person, and all persons who are the descendants by blood or by legal adoption while ,under the age of 18 years of such adopted person, shall be considered descendants of the adopting pazents as~well as the adopting,parents' ancestors. c. Per Stic~Ses Distributions Whenever a distribution .is to be made to a person's descendants, per stirpes: 18-1 The distributable assets are to be divided into as many shares as there are then living children of such person and deceased children of such person who left then living descendants. Each then living child.shall receive one share.:and the share of each deceased child shall be divided among such child's then living descendants in the same manner. d. Education As~used in this trust, "education" shall include: Any course of~study or instruction at an accredited college or university granting undergraduate or graduate degrees. Any course of study or instruction at any institution for specialized, vocational, or professional training. Any curriculum offered by any institution that is recognized for purposes of receiving financial assistance ~~ from any state or federal agency or program. Any course of study or instruction which may be useful in preparing a beneficiary for any vocation consistent with the beneficiary's abilities and interests. Distnbutions for education may include; tuition, fees, books, supplies,. living expenses, travel, and spending, money to the extent that they~are reasonable. e. Persoaal Representative For the purposes of this agreement, the term "personal representative" shall include an executor, administrator, guardian, custodian, conservator, Trustee, or any other form of personal representative: f. Disability Except as otherwise•.provided in this agreement, any individual may be treated.:as.disabled, incompetent, or legallyincapacitated if: 18-2 The individual has been declared or. adjudicated as such by a covrf-of competent jurisdiction, or A guardian, conservator, or, other personal representative of such individual's,person or estate~has been appointed by a court of competent jurisdiction, or The individual has been certified as such in writing by at least.twb licensed physicians, or The individual has disappeared or is absent for unexplained reasons, or the individual is being detained under duress where the individual is unable to effectively manage his~or her property or financial affairs. Section 2. Dissolutioa.of My.Marriage If my marriage to my spouse shall be dissolved .at any time, my .spouse shall cease to be a beneficiary under this agreement and shall be treated for purposes of interpreting this agreement as though my spouse predeceased me. . Section.3. The Rule Against Perpetuities Unless sooner terminated by ~the~ express provisions of this agreement, a;ach trust created in this agreement shall terminate twenty-one years after the death of the last~survivor of the.group composed of°me, my spouse, and those of my descendants living at the time of my death. At that time; the property held in trust shall be discharged of any further trust, and shall immediately vest in and be distn'buted to those persons entitled to receive or have the .benefit of the income, from the respective trust. For purposes of distributions under this Section only, it shall be presumed that- any person then entitled to receive any discretionary payments of-the income of a separate~trust is entitled to receive all of the income, and it shall be presumed that any class of persons entitled to receive discretionary payments of:income~is entitled to.receive all of such~income. 1$-3 Section 4. Protective Clause To the fullest•extent permitted by law, the interests of all the.beneficiaries.in the various trusts and trust-property subject to this agreement, except for my interest-therein whiie•I am living, shall not be alienated, pledged, anticipated, assigned,. or encumbered unless specifically authorized by the terms of this agreement. Such interests, while they remain trust property,. shall not be subject to legal process or to the claims of any creditors. Sectioa.5. Maintaining Property in Trust If, on the termination of any separate trust created under this agreement, a final distribution is to be trade to a beneficiaryfor whom my Trustee holds a trust created under this agreement, such distributions shall tie added to such trust rather•than being distributed. Section 6. Survivorship Presumptions Tf the order of my ,death and my spouse's death cannot be established by proof, I shaII be deemed to have survived my spouse. Section 7. Contest Clause If any person,. including a beneficiary, other than me, shall in any manner-, directly or indirectly, attempt to contest or oppose the. validity of this agreement, including any amendments thereto, ar commences ar prosecutes any legal proceedings. to set, this agreement aside, then in such event such person shall.forfeit his or her share, cease to have any right or interest in the trust property, and shall.be deemed to have predeceased me. Should any person disclaim his or. leer interest, in whole or in part, in any trust created for his ar her benefit.in this trust agreement, the •result. of which would be for •that person to receive trust property free of trust earlier than provided by the terms of the trust, then the disclaiming person shall. forfeit 18-4 his or her interest in the trust, shall cease to have any right or interest in the trust property,. and shall be deemed.to have predeceased me. In the event my spouse successfully elects to take a statutory share of my estate as provided under state law, then my spouse's interest•in this trust shall terminate and any property held in trust for the benefit of my spouse as provided in this agreement shall be held and distributed as though my spouse had predeceased me, notwithstanding any provision in this agreement to the contrary. Section 8. Changing~the Trust Situs After my death, the sites of this agreement may be changed by the unanimous consent of ail of the' beneficiaries then eligible to receive mandatory or discretionary distributions of net income under this agreement. If such consent is obtained, the beneficiaries shall notify my Trustee in writing of such change of trust situs, and shall if necessary designate a successor corporate fiduciary in the new sites. This notice shall constitute removal of the current Trustee if appropriate, and any successor corporate Trustee shall assume its duties as-provided under this agreement. A change in sites under this Section shall be final and binding, and shall. not be subject to judicial review. Section 9. General"Matters The following general matters of construction shall apply to the .provisions of this agreement: a. Construction Unless the context requires othen~vise, words denoting the singular may be construed as denoting the plural,, and words of the plural may be construed as denoting the singular. Words of one gender may be construed as denoting another gender as is appropriate within such context. 18-5 .. b. 'Headings of Articles, Sections, and Paragraphs The headings of Articles, Sections, and Paragraphs used within this agreement are included solely~for the convenience and reference of the reader. They shall..have no significance in the interpretation or construction~of this agreement. c. Notices All notices required to be given in this agreement shall be made in writing by either: Personally delivering. notice to the party requiring it, and securing:a written~receipt, or Mailing notice by certified United States mail, return receipt requested, to the last lmown address ~ of the party requiring notice. The effective date of the notice shall be the date of the written receipt or the date of the return receipt, if received, or if not, the ~~ date it would have .normally been received via certified mail, provided there•is evidence of mailing: d. Delivery For. purposes of this agreement "delivery." shall mean: Personal delivery to any party,•or Delivery by cert~ed United States mail, return receipt requested to the party malting delivery. The effective date of delivery shall be the date of personal delivery or the date of ,the return :receipt, if received, or if not, the date it would have normally been received via certified mail, provided there is evidence of mailing. e. Applicable•State Law The validity of this trust shall be determined by reference to the laws of the Commonwealth of Pennsylvania: 18-6 a Questions with regatd•to the construction and administration of the various tntsts contained in this agreement shaII be determined by reference•to the laws of 'the state in which the trust is then currently being administered, f. Duplicate Originals This agreement may be executed in several counterparts; each counterpart shall be considered a duplicate original agreement.. g, Not Contractual My•sgouse and I are executing our wills at or about the same time, but even though our wills are similar, they are notintended to be; and shall not be construed to be, contractual or reciprocal. h. Severatiility If any provision of this .agreement is declared 'by a court of competent jurisdiction to be invalid for. any reason, such invalidity shall not affecf the remaining provisions of this agreement. The remaining provisions shall be fully severable, and phis. agreement shall be construed and enforced as if the invalid provision had never been included in this agreement. I have executed this restatement agreement the day and year first written above. I certify that I have read my foregoing restatement to my revocable living trust agreement, and that it correctly states the changes that I desire~to make in the terms and conditions. under which my trust piroperty is to be held, managed, and disposed of by my Trustee. I approve this restatement to my revocable living trust in all particulazs; and:request my Trustee to execute it. GOLDIE S. BARNES; Trustmaker 18-7 GOLDIE S. BARNES, Trustee HARRY C BARNES, JR., Trustee COMMONWEALTH OF PENNSYLVANIA ) 5S. COUNTY ~OF CUMBERLAND ) The foregoing restatement to the GOLDIE S. BARNES LIVING TRUST was acknowledged before me on June 28, 2000, by GOLDIE S. BARNES, as Trustmaker and Trustee. Witness my hand and official seal. .~ NOTARY PUBLIC ~ Notarial Seal Roberta ~. padclifi, Notary Public Wormleysburg 13oro, Cumberland Coon My Commission Expires Jan. 20, 2001 COMMOIW~EALTH OF PENNSYLVANIA ) ) ss. COUNTY OF CUMBERLAND } The foregoing restatement to the .GOLDIE S. BARNES LIVING TRUST was acknowledged before me on June 2$, 2000, by HARRY C. BARNES, JR., as Trustee. Witness my hand.and official seal. 18-8 NOTARY Notarial Seal ~" Roberta L. RadcAN, Notary Public Wormleysburg Boro, Cumberland Coon MY Commission Expires Jan. 20, 2001 ' Rndcli, f~`'Law Ofjzce, P. C. 20 Ertord RoaC. Suiro 300 ,4 Lemoyne, Pennsylvania 17043 (717) 236-9318 FrX (717) 920-9498 spy ~~~ THE FIRST AMENDMENT TO THE GOLDIE S. BARNES LIVING TRUST 4n.June 27, 2000, I, Goldie S. Barnes, signed the Goldie S. Barnes Living; Trust, more formally known as: GOLDIE S. BARNES and HARRY C. BARNES, JR., Trustees, or their successors in trust, under•the GOLDIE S. BARNES LIVING TRUST, dated June 27, ?000, and any amendments thereto. Pursuant to Article Four Section 1(d) of my Living Trust, which permits me to amend my Trrust in writing at any time; and Article Fifteen Section 3(a), wliich_permits me t~ riu~me additional Co+~rustees at:a:ry time, I now wish to amend my Trust as Follows: ~53 I. article One Section I, My Trust, is amended to read as,Follows: On June 27, 2000 I executed the GOLDIE S_ BARN1rS. I.t~rING TRUST. T9ic restatement ~- - of my trust, dated June 28, ?OCO, replaced and s;~persedec'{ r~tiy original trust a nd all prior . amendments. i now amend my trust by a First Amerdrn~~nt. dated ~',~r .:?003. The following shall serve as my initial Trustees: GOLDIE S. BARNES HARRY C. BARNES, JR. VJACHOVIA BANK, NATIONAL ASSOCIATION My trust is a revocable living trust that contains my instructions for my owt~ well-being and that of my loved ones. All references to "my trust" or "trust," unless other wise stated. shall refer to this Living Trust and the trusts created in it. All references to "Truster:' sf~all refer to my initia! Trustee or Trustees, ar their successor or successors in tnist. When the term "Ti-ntstmaker" is used in my trust, it shall have the same lebal rneanin;~~ as "Grantor," "Settler," "Trustor," or any other term referrinb to the maker of a trust. 2. Article Fifteen, Section 3(b), My Trustees upon My Disability, is amended to read as follows: During any period that I am disabled, HARRY C. BARNES, JR. and WACHOVIA BANK, NATIONAL. ASSOCIATION, acting as my'disability Trustees shall replace my initial Trustees. If HARRY C. BARNES, JR., is unwilling or unable •to serve, or cannot continue to serve for any other reason, then WACHOVIA BANK, NATIONAL ASSOCIATION may continue to serve as sole disability "Crustee. If WACHOVIA BANK, NATIONAL ASSOCIATION., is unwilling or unable to serve, or cannot continue to serve for any other reason, then the following shalt be named as successor disability cotrustee in his place. First, FULTON BANK; then Second, ALLFIRST TRUST COMPANY. 3. Article l5 Section 3(c), My Trustees upon My Death, is amended to read as follows: '- •-'~~ • 'On `my`death, all of •the following dead Trustees shall replace all of my initial Trustees, if they aye then serving, or the disability Trustee, if. they are then serving. HARRY C. BARNES, JR. and WACHOVIA BANK, NATIONAL ASSOCIA"PION. If WACHOVFA BANK, NATIONAL ASSOC~TION is unwilling or unable to serve as a Trustee, or if WACHC y'"",;:~ ~r~i~;'.VA'4'IONAL ASSOCIATION cannot o,onzi~ue;tq •; ; . _. , , . serve for any other reason, i:_F~~ 4ae fc~llo~!~ir> ; shall be named as successor death 7'ata~t~zs~n ,;;...~ _,:; the order in which their names appear: ,.. ;: First, FULTON BANK; then Second, ALLFIRST TRUST COMPANY. 4. I reaffirm the provisions of Article Four Section 1(b) by which I specifically retain control of investment decisions and which relieves each of my Trustees from liability for any investment decision which I make. S. Article Sixteen is amended by the addition of Section 1 Z which should read as follows: SECTION 12. GRANTOR'S DIRECTION TO RETAIN SECURITIES I acknowledge that I have been advised of and understand each of the following pO1R[S: 2 • Continued retention of the securities initially transferred to the Trustee does not comply and future securities selected by the Trustmaker may not comply with the fiduciary investment policies of First Union-Private Capi[al Management, Wachovia Bank, National Association or their successors (hereinafter collectively "Wachovia") • The retention of the securities in their current position or as directed in the future by the Trustmaker may be imprudent under applicable law; • Failure to adequately diversify the holdings of an account increases the entire account's exposure to the volatility of the holdings as directed by the Trustmaker; • Capital.gains taxes would apply to a portion of the value in my trust if securities were sold in order to diversify; and , • Without the specific direction of the Trustmaker to retain the securities initially transferred or later acquired in the Trust, Wachovia would violate its fiduciary investment policies. As a result of my decision to make my own selection of investments for my trust I hereby 1. Relieve Wachovia from any responsibility (1) to sell or monitor the securities (2) to advise me of agy matter or thing relating to the secunties,.and (3) to make any sale of the securities solely in order to diversify the investments of the Trust. 2. Release Wachovia, both ict its corporate capacity and fiduciary capaaty, from ~~i1 liability and responsibility with respect to all rights, caused of action and remedies which.may otherwise be asserted by me wish respect io any depreciation is.~ value, • •or-loss to the 'T'rust, which may at any time or from trine be incurred ar sufferarl by the -- ~ -- ~ ~` - -q';-utit as a result of compiying~with Trustrtta.tCers rurrent'and/or futaw~ ~diTection to reitun the securities in the Trust. i ~. Indemnify Wachovia both in its corporate capacity and fiduciary capacity, from and against any and all actions, suits, proceedings, losses, liabilities, claims, demands, damages, judgments, costs and expensed of every kind and nature (including but not limited to costs and attorney fees), which~may at any time or from~time to time be incurred or suffered by Trustmaker or subsequent beneficiaries as a result of the retention of the,securities in the Trust. 4. Represent to Wachovia that (1) I have access to additional information to gain full knowledge of all facts (both economic and Iegal) regarding the character and risks associated with the retention of the securities in the Trust, and (2) I did not in any way rely upon any advice or recommendation of employees or agents of Wachovia with respect to my instruction to retain the securities in the Trust. Unless and until Wachovia receives written notice from me revoking my instructions, these instructions shall continue in full force and effect and Wachovia shall be entitled to rely upon this instrument with respect to its continued retention of the securities without the necessitti~ far any periodic renewal of my decision or this instruction. 6. Article Sixteen Section 7, Trustee's Fee, is~ amended to read as follows: WACHOVIA BANK,, NATIONAL.ASSOCIATION, shall initially be compensated for its services as•fiduciary ai an:agreed upon rate of-.85% per annum. The amount-of compensation may vary. in the future ~in accordance with its usual schedule of fees in effect at the time•.services are provided after consultation with the current beneficiaries. My Trustee shall be reimbursed for the~cost and expenses incurred in connection with its fiduciary~duties under agreement. 7. All other articles of the GOLDIE S:.BARNES LIVING TRUST,~~dated June 27, 2000, as restated and amended are-hereby ratified and confirmed. - I-executed this Amendmenton _~/ . ",C j ~I~ ~~ , 2003. I certify tha! I.have read the f`or~oing amendment to my revocable liviizg trust at;twcn~eiit, ancdthat it correctly•states the-changesl desire to make in my Trust_ I~approve this a~~~rr~:~~it ~r1 my revocable Iivirg trust in all particulars, and request my Trustee to execute it. GOLDIE S. BARNES, Tru.tma&er GOLDIE S..BARNES, Trustee HARRY .C. BARNES; JR., Trustee WACHOVIA BANK, NATIONAL ASSOCIATION, Trustee sy 4 ACKNOWLEDGEMENT COMIVIONWEAL;TH OF PENNSYLVANIA SS'. COUNTY OF ~G ~ I , T7he foregoing amen ent to the GOLDIE S. BARNES LIVING TRUST was acknowledged before me on / /~~~'~ ~ / , 2003, by Goldie S. Barnes as Trustmaker.and Trustee who personally appeared before me and is~personally known,to me. Witness my hand and official seal. ,' , • ~ /~ /x~~ N , ry Public ,' / .v, Jud}~ fti, ~Notaris^,5cal Citi• of !;_;:; : ,.. Notary PuhIic, Afi• ~' ~ ..I=•-uFrin Cou~irC~ I ... _. _ ~ unu;:~:.r:,y •:~rc~tlCl. 24. 3Gfr~ _ i;tf~rJ~~~r_~~ COMMONWEALTH OF PENNSYLVANIA ~~ ~ -- ~/ - SS. COUNTY OF , The foregoing amendmen o the:GOLDIE S. BARNES LNING~ TRUST was acknowledged before rne,on (C~ 2003,. by HARRY C. BARNNES, JR., Trustee, who personally appeared before me-and is,personally lmown to me. Witness my hand and official seal. ~~''/.Z-l~-~_ Judy A. I::r;r::•-:;;;;. ;•Irtary F¢h! :itv of'F?`ia:br-.. `:.utrhin Coa:1:} r •Cnmmiccinr. .F .. ,. ,.. .~,... ,. ~:. , COMMON ALTH OF PENNSYLVANIA ' SS. COUNTY OF ~ ` ~ , The foregoing amendment to the GOLDIE S..BARNES LIMN TRUST was acknowledged before.me on ,j~~~ / _ , 2003, by ~i of WACHOVIA .BANK NATIONAL ASSOCIATON, Trustee, who personally appearedbefore me and is personally known to me. Witness.my hand and official seal. ~..-------~ i~/,t' ~ y 6 -. a--t ~, ,._ . ~- . ,, E~`~ ~} ~s1~~9~~t9~ 53 THE SECOND AIVIENDII~IENT TO THE GOLDIE S. BARNES LIVING TRUST On June 27, 2004, I, Goldie S. Barnes, signed the Goldie S. Barnes Living Trust, more - formally known as: GOLDIE S. BARNES and HARRY C. BARNES, JR., Trustees, or their successors intrust, under the GOLDIE S. BARNES LIVING TRUST, dated June 27,:2000, and any amendments thereto. l previously amended my restated trust on March l 8, 2003. After that date Harry C. ~3anne,, Jr., passfd away and is no longer a trustee. . •~ ~i'~,t;~u2iC to }~-ticle Four Section 1(d) of my Living ''~`•.-~;:-t; +-~~i ::`; ~?rrni4~s me to amend my Tint ;n writing at 2fay time, I now wish to amend-my Trust as 7ollows: i 1. Article Twelve.Sectian: 1, My Trust, is amended.to.read as follows: Sectionl. Division into Separate Shares All trust property not previously distributed under the terms of my trust shall be divided into two equal shares and further divided as follows: a) The fast equal share shall be divided into two equal parts- Beneficiary Relationship Share GUY CHARLES BARNES, JR. NEPHEW I/'? DOUGLAS PHTLLIP BARNES NEPHEW 1/'? b) The~second equal share shall be divided into sixteen equal part- Beneficiary Relationship Share W[LLIAM EARL SMITH NEPHEW I/I6 MARGO SUE SLABONICK NEICE I/] 6 CINDY SUE BAUBLE NEICE 1/1.6 ANDY LEE TAYLOR NEPHEW 1 / 16 DALE HENRY TAYLOR NEPHEW - 1/16 SANDRA KAY MUL'DER NEICE 1/i6 , ~ ROBERT ALLEN SMITH NEPHEW 1116 1 % JOSEPH ERlC SMITH NEPHEW i/L6 LAURIN EUGENE FLEMING NEPHEW 1/I6 SALLY ANN HOOVER NEICE 1/16 STANLEY DAVID PEENING NEPHEW Ili6 KAY ANN HEINBENFELD NEICE I/16 JOHN MATTHEW SMITH NEPHEW 1/I6 And, provided that she survives me, NANCY PEENING SISTER 3/16 2. Article Twelve Section 2, My Trust, is amended by the addition of subsection 2g. whieh.shalI read as follows: p. Distribution of Trust Share~for NANCY PEENING [f she survives me, the trust shave set aside for NANCY PEENING shall fortl~v,~i`;: terminate and ~my Trusie~syz:~ d~st*ibute al4 undistributed net income a_rtd ~,. ~~x ~:_..`.t: >rv'ANCY FLEMIAIr,:free~r{~?-.~: trust. No anti-lapse statute shall apply t~~f~: ~.<.~ ,~';; ;:^ .. NANCY PEENING aad~'fshe ~ils~to,survive me, then my Trustee shall 4i~~~s~~;::.,... . balance of the trust property to•the beneficiaries under Article Twelve Section 2 c, d, e,, f, 1;, h, i, j,, k, 1, m, n, and o in equal shazes. ;. All other articles.of the GOLDIE S. BARNES LNING TRUST, dated June 27, 2000, as restated and amended aze hereby ratified and confirmed. I executed this Amendment on ~oLy' , 2005. I certify that I have read the foregoing amendment to my revocable living trust agreement, and that it correctly states the changes I desire to make in my Trust. I approve this amendment to my revocable living.trust in all particulars, and request my Trustee.to execute it. ~GOLDIE S. BARNES, Trustmaker and Trustee WACHOVIA BANK, NATIONAL ASSOCIATION. Trustee B 2 . , ~l ,, ~. ~' ACKNOWLEDGEIvIENT COMMONWEALTH OF PENNSYLVANIA SS. COUNTY OF ~AK?wail/ The foregoing amendment to the GOLDIE S. BARNES. LIVING TRUST was acknowledged before me.on ~ )tcN ~ ,~ , 2005, by, Gotdie S..Barnes as Trustmaker and Trustee wlio personally appeared before me and_is personally known tci me. Witness.my hand and official:seai. ~. ~: NO'WtIAI' SEAL DAVID H RADCLIFF Notary Pu);Oc t~MCnNEgpROIiGN, GUMBERUWO COtINiY My Gognsnlsslon Expires Jun 29, ZG08 COMMONWEALTH OF~PENNSYLVANIA COUNTY OF -~ r~HiN Tl~e foregoing,amendmgent to the GOLDIE S, BARNES LIVING TRUST was acknowledged before me on J4dG~~ T ,.2005, by ~cc,C;.d/ . ~. ~?fH~ti~l' of WACHOVIA BANK.NATIONAL ASSOCIATON, Trustee, who personally appeared before me and is personally known to me. Notary Public /~, SS. Witness my hand and official.seal. N~~~ ~~~`.~ ~ ~~~;<:;~ -lam sFAt Notary Public DAVID H RADCLifF Notary AubUc . [fMOttVE8~0UGlf, GYA~tBERtANO CaUN1Y My Commission Exprse~ Jun 29, 2008 i • G-4 WESTERN ~ NATIONAL Life Insurance C o m p a n y P0. Box 871 Amarillo, Texas 79105-0871 1.800.424.4990 January 25, 2011 WELLS FARGO BANK NA ATTN: KIM GARRETT PO BO~£ 3959 LANCASTER PA 17504 RE: Policy Number: FJ225466 Deceased: Goldie Barnes ~~® ~ e ~` ' Dear Ms. Garrett: Thank you for your recent inquiry regarding the referenced annuity contract. It is our pleasure to be of service to you. We would like to take this opportunity to respond to your letter dated January 4, 2011. Cash Value as of Date of Death on 11/06/2010: $6,017.65 Beneficiary(ies): Goldie Barnes Estate If you have any questions please contact our customer service representatives, at 1-800--424-4990. We appreciate this opportunity to serve you. Sincerely, -~~~'~' Jessica villalovos Annuity Claims Department yY+ ,~^,