The URL can be used to link to this page

Home My WebLink About09-26-111505610143 REV-1500 Ex(°'-'°' PA Department of Revenue OFFICIAL USE ONLY Pennsylvania County Code Year File Number Bureau of Individual Taxes DEPARTMENT OF REVENUE Po Box.2soso~ INHERITANCE TAX RETURN 21 08 00403 Harrisburg, PA 17128-0601 RESIDENT DECEDENT ENTER DECEDENT INFORMATION BELOW Social Security Number Date of Death Date of Birth 191 12 5055 07 10 2007 O1 05 1922 Decedent's Last Name Suffix Decedent's First Name MI BENNIE THELMA E (If Applicable) Enter Surviving Spouse's Information Below Spouse's Last Name Suffix Spouse's First Name MI BENNIE RICHARD H Spouse's Social Security Number THIS RETURN MUST BE FILED IN DUPLICATE WITH THE REGISTER OF WILLS FILL IN APPROPRIATE OVALS BELOW 1. Original Return o 2. Supplemental Return 3. Remainder Return (date of death prior to 12-13-82) 4. Limited Estate ~ qa Future Interest Compromise 5. Federal Estate Tax Retum Re wired (data of death after 12-12-82) ~ q g_ Decedent Died Testate ~ Decedept Mainta'ned a Living Trust Q (Anach copy of wuJ ^ (Attach Gopy or 1lrusq -_ 8. Total Number of Safe Deposit Boxes 9. Litigation Proceeds Received ~ 1 D_ Spousal PovertyV Credit fdate of death between 12-31 91 and i-1-95) ~ 11. Election to tax under Sec. 9113(A) (Attach Sch. O) CORRESPONDENT -THIS SECTION MUST BE COMPLETED. ALL CORRESPONDENCE AND CONFIDENTIAL TAX INFORMATION SHOULD BE DIRECTED TO: Name Daytime Telephone Number AMY M MOYA 717 652 7323 First line of address LO OF SUSAN E LEDERER Second line of address 5011 LOCUST T.ANF City or Post Office HARRISBURG State ZIP Code PA 17109 REGISTER OF WILLS USE ONLY C7 - -; ~ - r--, -__ _~1 , . , -- .. - ~ ... _,--r, DATE~6L.ED - ~,.. . . `U i `r Correspondent's a-mail address: Arrly@LedererlaW.COM Under penalties of perjury, I declare that I have examined this return, including accompanying schedules and statements, and to the best of my knowledge and belief, it is true, correct and complete. Declaration of preparer other than the personal representative is based on all information of which preparer has any knowledge. SIGNATURE OF PERSON RESPONSIBLE FOR FILING RETURN / DATE ~ ~ ~G~~e~fyi Richard H Bennie `~ ,ta,~/~ ADDRESS 410 Deerfield Road Camp Hill PA 17011 NATURE O ~ PREPAF~ER OTHER THAN REPRESENTATIVE Amy M. Moya °~l ~a~li LO of Susan E. Lederer, Harrisburg, PA 17109 Side 1 L 1505610143 1505610143 1505610243 REV-1500 EX Decedent's Social Security Number Decedent's Name: Bennie, Thelma E. 191 12 5055 RECAPITULATION 1. Real Estate (Schedule A) ................................................................. ...................... 1. 2. Stocks and Bonds (Schedule B) ............................................................................. 2. 3. Closely Held Corporation, Partnership or Sole-Proprietorship (Schedule C)......... 3. 4. Mortgages & Notes Receivable (Schedule D) ........................................................ 4. 5• Cash, Bank Deposits & Miscellaneous Personal Property (Schedule E) ............... 5. 4 , 083.73 6. Jointly Owned Property (Schedule F) ^ Separate Billing Requested............ 6. 7. Inter-Vivos Transfers & Miscellaneous I~nq Probate Property (Schedule G) S u eparate Billing Requested............ 7. 8. Total Gross Assets (total Lines 1-7) ............................................................... 8 ...... . 4 , 083.73 9. Funeral Expenses & Administrative Costs (Schedule H) ....................................... 9. 2 , 64 3.3 7 10. Debts of Decedent, Mortgage Liabilities, & Liens (Schedule I) .............................. 10. 11. Total Deductions (total Lines 9 8~ 10) .............. ..................................................... 11. 2 , 643.37 12. Net Value of Estate (Line 8 minus Line 11) ......... 13. ........................ .. ....................... Charitable and Governmental Bequests/Sec 9113 Trusts for which 12. 1 , 440.36 an election to tax has not been made (Schedule J) .......................... 13 ..................... . 1 , 4 4 0.3 6 14. Net Value Subject to Tax (Line 12 minus Line 13) .. .................... ......................... 1a. 0.00 TAX COMPUTATION -SEE INSTRUCTIONS FOR APPLICABLE RATES 15. Amount of Line 14 taxable at the spousal tax rate, or transfers under Sec. 9116 (a)(1.2) x .o0 0.00 15. 0.00 16. Amount of Line 14 taxable at lineal rate X .045 0.00 16. 0.00 17. Amount of Line 14 taxable at sibling rate X .12 0.00 17. 0.00 18. Amount of Line 14 taxable at collateral rate X .15 0. 0 0 18. 0. 0 0 19. Tax Due .................................................................................................................. 19. 0 . 0 0 20. FILL IN THE OVAL IF YOU ARE REQUESTING A REFUND OF AN OVERPAYMENT. ^ L. Side 2 150561D243 1505610243 J REV-1500 EX Page 3 File Number 21-08-00403 Decedent's Complete Address: DECEDENT'S NAME Bennie, Thelma E. STREET ADDRESS _ 410 Deertield Road CITY Camp Hill STATE ZIP PA 17011 Tax Payments and Credits: 1. Tax Due (Page 2, Line 19) (1) 0.00 2. Credits/Payments - - A. Prior Payments B. Discount Total Credits (A + B) (2) 3. Interest (3) 4. If Line 2 is greater than Line 1 + Line 3, enter the difference. This is the OVERPAYMENT. Check box on Page 2 Line 20 to request a refund (4) - 5. If Line 1 + Line 3 is greater than Line 2, enter the difference. This is the TAX DUE. (5) 0.~~ Make Check Payable to: REGISTER OF WILLS, AGENT. PLEASE ANSWER THE FOLLOWING QUESTIONS BY PLACING AN "X" IN THE APPROPRIATE BLOCKS 1. Did decedent make a transfer and: a. retain the use or income of the property transferred :........................................................................ Yes No b. retain the right to designate who shall use the property transferred or its income :.................................. c. retain a reversionary interest; or ............................................................................................................... d. receive the promise for life of either payments, benefits or care? ............................................................ g 2. If death occurred after December 12, 1982, did decedent transfer property within one year of death without receiving adequate consideration?........ ^ ^ ........................................................................... .. . .............................. Did decedent own an "in trust fob' 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 January 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)]. A sibling is defined under Section 9102, as an individual who has at least one parent in common with the decedent, whether by blood or adoption. Rev1508 EX+ (6-98) COMMONWEALTH OF PENNSYLVANIA INHERITANCE TAX RETURN RESIDENT DECEDENT SCHEDULE E CASH, BANK DEPOSITS, & MISC. PERSONAL PROPERTY ESTATE OF Bennie, Thelma E. Include the proceeds of litigation and the date the proceeds were received by the estate. All property jointly-owned with the right of survivorship must be disclosed on schedule F. FILE NUMBER 21-08-00403 copyright (c) 2002 form software only The Lackner Group, Inc. ,--,_ _. •"y ~a,,,~ ~~«~ Form PA-1500 Schedule E (Rev. 6-98) REV-1151 EX+ (10-06) COMINO~VVEAE TEDECEDEN~R~VANIA SCHEDULE H FUNERAL EXPENSES & ADMINISTRATIVE COSTS tJIA1~ pF Bennie, Thelma E. FILE NUMBER 21-OS-nnan~ Debts of decedent must be reported on Schedule I. ITEM N MBE DESCRIPTION A. FUNERAL EXPENSES: B. ADMINISTRATIVE COSTS: 1. Personal Representative's Commissions Name of Personal Representative(s) Street Address City State Zio Year(sl Commission paid 2. Attorney's Fees Law Offices of Susan E. Lederer 3. Family Exemption: (If decedent's address is not the same as claimant's, attach explanation) Claimant Richard H. Bennie Street Address 410 Deerfield Road City Camp Hill State PA Zip 17011 Relationship of Claimant to Decedent SpOUSe 4• Probate Fees Cumberland County Register of Wills 5• Accountant's Fees 6• Tax Return Preparer's Fees ~• Other Administrative Costs 900.00 1,659.37 54.00 30.00 TOTAL (Also enter on line 9, Recapitulation) AMOUNT z_sas ~~ Copyright (c) 2009 form software only The Lackner Group, Inc. Form PA-7500 Schedule H (Rev. 10-06) REV-7573 EX+1~~.08) COM INONWEATANCE TAX RETURNVANIA RE IDEN DECEDENT SCHEDULE J BENEFICIARIES ESTATE OF Bennie, Thelma E. NUMBER NAME AND ADDRESS OF PERSON(S) RECEIVING PROPERTY I~ TAXABLE DISTRIBUTIONS [include outright spousal distributions, and transfers under Sec. 9116(al(1.211 FILE NUMBER 21-08-00403 RELATIONSHIP TO SHARE OF ESTATE AMOUNT OF ESTATE DECEDENT Do ' t Trus (WofdS) ($$$) Enter dollar amounts for distributions shown above on lines 15 throw h 18 on Rev 1500 cooveasheet, as a to NON-TAXABLE DISTRIBUTIONS: II. A. SPOUSAL DISTRIBUTIONS UNDER SECTION 9113 FOR WHICH AN ELECTION TO TAX IS NOT TAKEN See continuation schedule(s) attached B. CHARITABLE AND GOVERNMENTAL DISTRIBUTIONS 1,440.36 TOTAL OF PART II -ENTER TOTAL NON-TAXABLE DISTRIBUTIONS ON LINE 13 OF REV 1500 COVER SHEET 1,440 36 Copyright (c) 2009 form software only The Lackner Group, Inc. Form PA-1500 Schedule J (Rev. 11-08) SCHEDULE J-IIA SPOUSAL DISTRIBUTIONS UNDER SECTION 9113 FOR WHICH AN ELECTION TO TAX IS NOT BEING MADE continued ESTATE OF -- Bennie, Thelma E. FILE NUMBER 21-08-00403 i.opyrignt (c) 2002 form software only The Lackner Group, Inc. Form PA-1500 Schedule J-IIA (Rev. 6-98) -_~ THELMA BENNIE v. MERCK & CO., INC n~~_ wl RECAPITULATION AND DISTRIBUTION SCHEDULE TOTAL GROSS AMOUNT AWARDED: (100% Award Value at $1,833.32 per Point) Total Attorney fee pursuant to PTO 50 at 32% less 8% common benefit fee = 24% Attorney fee previously recovered ATTORNEY FEE DUE Prior Interim Payment to Client Prior Attorney Fee on Interim Payment Prior Costs on Interim Payment Medicare Reimbursement Medicaid Reimbursement Government Liens Private Lien Resolution Program Holdback* Common Benefit Fee (8%) Common Benefit Cost (1%) TOTAL OF ALL DEDUCTIONS: SUBTOTAL: (Total Gross Amount Awarded minus Total of All Deductions. This is the amount aisbursed by the Claims Administrator to Handler, Henning, & Rosenberg, LLP., on your behalf) Less Out of Pocket Case Costs: COSTS TOTAL (To Handler, Henning & Rosenberg, LLP) NET SUBTOTAL OF FINAL PAYMENT: $ 714.87 ----------------- $ 714.87 NET AMOUNT CLIENT PREVIOUSLY RECIEVED~ NET AMOUNT DUE TO CLIENT: TOTAL FINAL NET: $17,691.54 $ 4, 245.97 -$0.00 -$4,245,97 -$0.00 -$0.00 -$0.00 -$4,251.00 -$0.00 -$0.00 -$2,803.73 -$1,415.32 -$176.92 -$12,892.94 ---------------- $ 4, 798.60 $4,083.73 $ 0.00 $ 4,083.73 ----------------- $ 4, 083.73 * This subtotal reflects 15~/ of the total settlement award that was withheld under Judge Fallon's order until the negotiations are complete on the Private Lien Resolution Program. Upon resolution of this issue, you may be issued additional payment which would reflect any balance owed to you on the amount withheld to satisfy any private liens. I have read the above Schedule of Distribution and I fully understand it. I authorize my attorney's, Handler, Henning & Rosenberg, LLP, to settle my case and disburse the monies obtained in connection with my claim and the injuries I sustained, as set forth in the Schedule of Distribution. Furthermore, I acknowledge that Handler, Henning & Rosenberg, LLP, is paying only those expenses from my settlement as set forth in this Schedule of Distribution and any medical bills that may be outstanding will be my responsibility. DATE ~ l ' ' ; ~ ~~~ Name ~ ~ ,- RICHARD'BENIVIE ADMINISTRATOR OF THE ESTATE OF THELMA BENNIE Last Will of THELMA E. BENNIE I, TIB;LMA E. BENNIE, a resident of Cumberland County, Pennsylvania, declare that this is my will. I hereby revoke all my previous wills and codicils. Article One Introductory Provisions Section 1. Marital Status I am currently married to RICHARD H. BENNIE, and all references to my spouse in this will are to him. Section 2. Children a. The name(s) and birth date(s) of our children are: Name Birth date BEVERLY I. BAIRD 01-23-43 RONALD L. BENNIE 09-26-47 RICHARD K. BENNIE 06-19-51 RHETT A. BENNIE 08-20-61 All references to our children in this instrument are to these children and any children subsequently born to or adopted by us. 1 Article Two Appointment of My Personal Representatives Section 1. Nomination of My Personal Representatives I appoint the following to be my Personal Representative: RICHARD H. BENNIE If, for any reason, the Personal Representative(s) named above are unable or unwilling to serve, the following successor Personal Representative(s) shall serve until the successor Personal Representative(s) on the list have been exhausted. Unless otherwise specified, if Co-Personal Representatives are serving, the next following named successor Personal Representative shall serve only after all of the Co-Personal Representatives cease to act as Personal Representatives. (1) RONALD L. BENNIE AND (2) RHETT A. BENNIE, OR TIC SURVNOR OF TIM Section 2. Waiver of Bond No bond or undertaking shall be required of any Personal Representative nominated in my will. Section 3. General Powers My Personal Representative shall have full authority to administer my estate under the laws of the State of Pennsylvania relating to the powers of fiduciaries. My Personal Representative shall have the power to administer my estate under the Independent Administration of Estate Act. 2 Article Three Disposition of My Property Section 1. Distribution to My Revocable Living Trust I give all of my property of whatever nature and kind and wherever located to my revocable living trust of which I am a Trustor known as: RICHARD H. BENNIE and THELMA E. BENNIE, Trustees, or their successors in trust, under the RICHARD H. BENNIE AND THELMA E. BENNIE LNING TRUST dated AUG 2 3 1994 and any amendments thereto Section 2. Alternate Disposition If my revocable living trust is not in effect for any reason, I give all of my property to my Personal Representative under this will as Trustee who shall hold, administer and distribute my property as a testamentary trust the provisions of which are identical to those of my revocable living trust on the date of execution of my will. Article Four Death Taxes Section 1. Definition of Death Taxes The term "death taxes," as used in my will, shall mean all inheritance, estate, succession and other similar taxes that are payable by any person on account of that person's interest in the estate of the decedent or by reason of the decedent's death including penalties and interest, but excluding the following: a. Any addition to the federal estate tax for any "excess retirement accumulation" under Internal Revenue Code Section 4980A. b. Any additional tax that may be assessed under Internal Revenue Code Section 2032A. 3 c. Any federal or state tax imposed on ageneration-skipping transfer, as that term is defined in the federal tax laws, unless the applicable tax statutes provide that the generation-skipping transfer tax is payable directly out of the assets of my gross estate. Section 2. Payment of Death Tazes Pursuant to the terms of my revocable living trust, all death taxes whether or not attributable to property inventoried in my probate estate shall be paid by the Trustee from that trust. However, if that trust does not exist at the time of my death or if the assets of that trust are insufficient to pay the death taxes in full, I direct my personal representative to pay any death taxes that cannot be paid by the trustee from the assets of my probate estate by prorating and apportioning those taxes among the beneficiaries of this will. Notwithstanding any other provision in my trust, all death taxes incurred by reason of assets transferred outside of my trust or probate estate shall be assessed against those persons receiving such property. Article Five General Provisions Section 1. No Contest Clause If any person or entity other than me singulazly or in conjunction with any other person or entity directly or indirectly contests in any court the validity of this will including any codicils thereto, then the right of that person or entity to take any interest in my estate shall cease and that person or entity shall be deemed to have predeceased me. Section 2. Captions The captions of Articles, Sections and Paragraphs used in this will are for convenience of reference only and shall have no significance in the construction or interpretation of this will. 4 Section 3. Severability Should any of the provisions of my will be for any reason declared invalid, such invalidity shall not affect any of the other provisions of this will and all invalid provisions shall be wholly disregarded in interpreting this will. Section 4. Governing Law This will shall be construed, regulated and governed by and in accordance with the laws of the State of Pennsylvania. I signed this, my last will, on ~~~ 2 3 1994 , THELMA E. BENNIE 5 The foregoing Will was, on the day and year written above, published and declared by THELMA E. BENIVIE in our presence to be her Will. We, in her presence and at her request, and in the presence of each other, have attested the same and have signed our names as attesting witnesses. We declare that at the time of our attestation of this Will, THELMA E. BENNIE was, according to our best knowledge and belief, of sound mind and memory and under no undue duress or constraint. ~_ _ ~.r .t ~... WITNES S Address: D WITNESS Address: ~~f STATE OF PENNSYLVANIA SS: COUNTY OF DAUPHIN . We, THELMA E. BENNIE, Sys ~.~. E ~~, and ~~r~.~ ~S~estatrix and the witnesses, respectively, whose names are signed to the foregoing Will, having been sworn, declared to the undersigned officer that the Testatrix, in the presence of witnesses, signed the instrument as her last Will, that she signed, and that each of the witnesses, in the presence of the Testatrix and in the presence of each other, signed the Will as a witness. THELMA E. BENNIE ~~ ~ WI SS WITNESS Subscribed and sworn before me by THEL BEI~INIE, the Testatrix, and by SAM ~ ~' ~'`~~`~ and ~'~~- ~ ~~-~~"- the witnesses on 1994. ' ,~~ ~~~~ -~ , ;.r~, ,ohli'c, ley comiriissinn•.expirw: ---_ NaTARIAI SEAL _CIiERYI.I. MEARH 00 Not Gerry Twp., Dauphin County, Fa. My Commission Expires Dec. 25, 1995 7 SECOND AMENDMENT TO THE RICHARD H. BENNIE AND THELMA E. BENNIE LIVING TRUST On August 23, 1994, we, RICHARD H. BENNIE and THELMA E. BENNIE signed the RICHARD H. BENNIE AND THELMA E. BENNIE LIVING TRUST, as Ti-ustors, more formally lalown as RICHARD H. BENNIE and THELMA E. BENNIE, Tilistees, or their successors in trust, tinder the RICHARD H. BENNIE AND THELMA E. BENNIE LNING TRUST dated August 23, 1994, and any amendments thereto On May 13, 1998, we signed a First Amendment and Restatement to the RICHARD H. BENNIE AND THELMA E. BENNIE LNING TRUST. Pursuant to the right reserved to us tinder Article Fotu of the mist agreement refen•ed to above wluch allows me to amend our Living Trust in writing at any time, we hereby amend that Tnist Agreement and the First Amendment and Restatement to the Tnist Agreement in the following respects: 1. We hereby add the following new Article Eleven, Section 1. c. to our Living Tn.ist A~•eement as follows: Section lc. Adjustment of Shares for- Outstanding Loans Notwithstanding the above provisions of this Section 1, if airy of our beneficiaries have bails outstanding when our Trustee is required to divide the Tnist Estate into shares, said beneficiaries' share shall be reduced by the outstanding balance of their loan. We confirm and readopt the remaining provisions of our original Trust Agreement and the First Amendment and Restatement to our trust agreement, reserving to ourselves the right to amend further that Trust Agreement, the First Amendment and Restatement to the Trust Agreement and this Amendment thereto. Dated: ~ p { ; ` ~ ~ , 2001. RICHARD H. BENNIE, Trustor acid Trustee THELMA E. BENNIE, Tnistor and Trustee 2 COMMONWEALTH OF PENNSYLVANIA) COUNTY OF DAUPHIN ) We, _ K21~~~ ~ Cl7(P~'r~ and ~C(1..h~,-,~ S ~ ~ ~c~ F`~~ the witnesses whose names are signed to the attached or foregoing instrument, being duly qualified according to law do depose and say that we were present and saw the trustors sign and execute the instrument as the Second Amendment to their Revocable Trust; that the tnrstors signed willingly and executed it as their free and voluntary act for the purposes therein expressed; that each subscribing witness in the hearing and sight of the trustors signed the instrument as a witness; and that to the best of our 1alowledge the trustors were at that time eighteen or more years of age, of sound mind and tinder no constraint or undue influence. r ~~ We, RICI~ARD H. BENNIE and THELMA E. BENNIE, trustors, whose names are signed to the attached or foregoing instrument, having been duly qualified according to law, do hereby acl~iowledge that we signed and executed the instntment as the Second Amendment to our Revocable Trust; that we signed it willingly; and that we signed it as our fi-ee and voluntary act for the purposes therein expressed. RICHARD H. BENNIE y'~~ ~i THELMA E. BENNIE Subscribed and swonl to and aclaiowledged before me by RICHARD H. BENNIE and THELMA E. BENNIE, the tnistors, and subscribed and swoi7i to before me by e~ ~ and ~LI~P ~ . ~ ~-P1i:.a~ I~ witnesses, oil ~;~ a3 , 2001. ~ r~ ~ ~, ~ -L~ ~ ,-, __ Notary Public Notarial Seal Susan E. Lederer, Notary Public Harrisburg, Dauphin County My Gommission Expires May 3, 2004 ~ ',, ~ c~o~~r TES L1VING TRUST prepazed for RICHARD H. BENNIE and THELI~IA E. BENNIE James, Smith, Duritin & Connelly 134 Sipe Avenue Hummelstown, PA 17036 (7l7} 533-3280 FAX (71 l~ 533-2795 ~ James, Smith, Durkin & Connelly .all Rights Reserved T ~ RICHARD H. BENNIE AND THELMA E. BENNIE LIVING TRUST Table of Contents Article One Creation of Amendment and Restatement .................. 1-1 Article Two The Trust Estate ................................... ?-1 Article Three Appointment of Trustees .................... ;-1 .......... Article Four Trustors' Lifetime Rights . ............................ ~-1 Article Five Administration at Death of First Trustor ............. 5-1 ..... Article Six Specific Distributions of Trust Property ................... 6-1 Article Seven Division into Survivor's Shaze and Family Shaze . ............ 7-1 Article Eight The Survivor's Trust . ..................... 8-1 ........... Article Nine The Family Trust .................................. 9-1 Article Ten Common Pot Trust ................................ I O-1 Article Eleven Division and Distribution of Trust Property . ............... 11-1 Article Twelve Distribution If No Designated Beneficiaries . ............... 12-1 Article Thirteen Trustee Administration ............................. 13-1 Article Fourteen Trustee Powers ............ .......... 14-1 Article Fifteen General Provisions ................................. 1 ~-1 i ' ' First Amendment and Restatement of the RICHARD H. BENNIE AND THELMA E. BENNIE LIVIlVG TRUST Article One Creation of Amendment and Restatement Section 1. Parties to Our Trust Amendment and Restatement This First Amendment and Restatement, dated _ mA~ ~. ~ X99$ of our Living Trust is made between RICHARD H. BENNIE, the Husband Trustor, and THELMA E. BENNIE, the Wife Trustor, (collectively referred to as "Trustors"), and the following Initial Trustee(s): RICHARD H. BENNIE THELMA E. BENNIE Section 2. Trust Recitals Trustors and Trustee(s) entered into a Trust Agreement dated August 23, 1994 ("Trust Agreement"). Under Article Four, Section 3 of that Trust Agreement, Trustors reserved the right to amend or revoke the Trust Agreement in whole or in part. By this Amendment and Restatement, we desire to amend and restate the entire existing Trust Agreement and Trustee(s) agree to accept the changes set forth in this Amendment and Restatement. Section 3. Name of Our Trust Our Trust may be referred to as the: RICHARD H. BENNIE AND THEL:~fA E. BENNIE LIVING TRUST dated August 23, 1994 The formal name of our Trust and the designation to be used for the transfer of title to the name of our Trust is: RICHARD H. BENNIE and THELMA E. BEYNIE, Trustees, or their successors in trust, under the RICHARD H. BENNIE AND THEL~fA E. BENNIE LIVING TRUST dated August 23, 1994, and any amendments thereto. Section 4. Revocable Living Trust Our Trust is a revocable trust except as specifically provided otherwise. Section 5. Trustors as Trustees Unless otherwise provided in our Trust Agreement, when either one of is serving as Trustee under our Trust, that Trustee may conduct business and act on behalf of our Trust without the consent of any other Trustee. Any Trustor acting under this Section 5 may only deal with the other Trustor's Contributive Share in a fiduciary capacity. Section 6. Creation of IRC Section 401(a)(9) Irrevocable Trust Notwithstanding any other provision of our Trust Agreement, the Retirement Subtrust of any Trust described in Article Seven is hereby deemed to be irrevocable upon execution of our Trust Agreement. Any such irrevocable subtrust shall remain unfunded until funded pursuant to a Beneficiary Designation. 1-2 Section 7. Our Family Unless specifically provided otherwise elsewhere in our Trust Agreement and in expansion of the provisions of Section 14.b of Article Fifteen, all references to "our children" are to all of the children later identified in this Section 7, but only to those children and any children born to o:r adopted by us subsequent to the execution of our Trust Agreement. a- Mutual Children The names and birth dates of our mutual children are as follows: Name Birth Date BEVERLY I. BAIRD January 23, 1943 RONALD L. BENNIE September 26, 1947 RICHARD K. BENNIE June 19, 1951 RHETT A. BENNIE August 20, 1961 1-~ Article Two The Trust Estate Section 1. Initial Transfer of Property Wet hereby assign, convey, transfer and deliver to our Trustee all property set forth on Schedules A , B and C ,attached hereto, and made part of our Trust Estate. Our Trustee acknowledges receipt of all assets listed on the attached Schedules. All assets titled in the name of our Trust or in the name of our Trustee, but not listed on Schedules "A", "B" or "C", shall be considered a part of our Trust Estate as if they had been set forth on the attached Schedules. Each Trustor acknowledges and understands the nature of each Trustor's property as community property, quasi-community property, tenancy in common property or sepazate property. Section 2. Additional Transfers to Trust - We, or any other person or entity, may transfer or devise to our Trustee additional assets, real or personal, and may name our Trustee as the beneficiary of life insurance policies, annuities, retirement plans or similar contracts. Such assets, policies and proceeds, upon acceptance by our Trustee, shall be a part of our Trust Estate, subject to all the terms of our Trust Agreement. Section 3. Character of Trust Assets All community property, quasi-community property, tenancy in common property and separate property transferred by a Trustor into our Trust shall retain its character as community property, quasi-community property, tenancy in common property, or separate property. All such property transferred by a Trustor, and income thereon or withdrawals thereof, shall be such Trustor's separate Contributive Shaze of our Trust Estate. Section 4. Acceptance of Trust Property All property transferred to our Trust and accepted by our Trustee shall be held, administered and distributed according to the terms of our Trust Agreement. 2-1 Section ~. Trust Property Schedule The trust property transferred to our Trust is set forth on the following Schedules: Schedule "A" Tenancy in Common Property, Community Property and Quasi-Community Property of Husband and Wife Schedule "B" Sepazate Property of Husband Schedule "C" Separate Property of Wife ~_~ Article Three Appointment of Trustees Section 1. Definition of Trustee All uses of the word "Trustee" in our Trust Agreement shall be deemed a reference to the person or entity then serving as Trustee and shall include alternate or Successor Trustees or Co-Trustees, unless the context requires otherwise. Section 2. Resignation of a Trustee Any Trustee may resign at any time without court approval by ;wing written notice to each then living and competent Trustor. If neither of us is then living and competent, written notice shall be given to our next Successor Trustee; or if there is no next Successor Trustee, to the beneficiaries then entitled to receive income or principal distributions under our Trust Agreement, to their respective Personal Representatives, or if any of such beneficiaries then be a minor, to the persons having the caze or custody of any such minor. Such resignation shall be effective upon the appointment of a Successor Trustee. Section 3. Removal of a Trustee Any Trustee may be removed under our Trust Agreement as follows: a. While We Are Both Alive and Competent While we aze both alive and competent, and if we both agree, we shall have the right to remove or replace any other Trustee appointed under our Trust Agreement at any time without cause. b. While One of Us Is Alive and Competent <=~fter the death or incapacity of one of us, the surviving competent Trustor may add a Trustee or remove or replace any other Trustee appointed under our Trust Agreement at any time without cause. 3-1 c. Removal by Others After the death or incapacity of both of us, any Trustee may be removed at any time for cause by a majority vote of the beneficiaries then entitled to receive income or principal distributions under our Trust Agreement or their respective Personal Representatives. d. Notice to Removed Trustee Written notice of removal under our Trust Agreement shall be effective immediately when signed by the person or persons authorized to make the removal and delivered to our Trustee personally or three business days after mailing by certified mail, return receipt requested. The written notice removing a Trustee shall identify the Successor Trustee. e. Transfer of Trust Property The Trustee so removed shall promptly transfer and deliver to the Successor Trustee all property of our Trust under the removed Trustee's possession and control. Section 4. Designated Successor Trustees Subject to the provisions of Section 3 of this Article, whenever a Trustee is removed, dies, resigns, becomes incapacitated, or is otherwise unable or unwilling to serve, the vacant Trustee position shall be filled as follows: a. Vacancy in Position of Trustee While We :ire Both Alive and Competent We may serve as the only Trustees, or we may name any number of `l~usiees to serve with us. If any of these other Trustees subsequently fails or ceases to serve as a Trustee for any reason, we may or may not appoint another to till tl~c: ~~ ~~.~i~cy as we both agree. b. Vacancy in Position of Trustee While One of Us Is Aiiwe and Competent If only one of us is living and competent and a Trustee position becomes vacant, then that one of us may or may not appoint another to fill the vacancy. 3-2 c• Incapacity Trustees of RICHARD H. BENNIE If RICHARD H. BENNIE becomes incapacitated while serving as an Initial Trustee, he shall be replaced by the following Incapacity Trustee(s): THELMA E. BENNIE If, for any reason, any Incapacity Trustee named above is unable or unwilling to serve, the following Successor Incapacity Trustee(s) shall serve in the priority listed until the list has been exhausted. Unless otherwise specified, if Co-Incapacity Trustees are serving, the next following named Successor Incapacity Trustee(s) shall serve only after all of the Co-Incapacity Trustees cease to act as Trustees: RONALD L. BENNIE AND RHETT A. BENNIE, OR THE SURVIVOR OF THEM d. Incapacity Trustees of THELMA E. BENNIE If THELMA E. BENNIE becomes incapacitated while serving as an Initial 'Trustee, she shall be replaced by the following Incapacity Trustee(s): RICHARD H. BENNIE If, for any reason, any Incapacity Trustee named above is unable or unwilling to serve, the following Successor Incapacity Trustee(s) shall serve in the priority listed until the list has been exhausted. Unless otherwise specified, if Co-Incapacity Trustees are serving, the ne.~ct following named Successor Incapacity Trustee(s) shall serve only after all of the Co-Incapacity Trustees cease to act as Trustees: RONALD L. BENNIE AND RHETT A. BENNIE, OR THE SURVIVOR OF THEM e. Death Trustees of RICHARD H. BENNIE Upon the death of RICHARD H. BENNIE, he or his Incapacity Trustee, if either is then serving as Trustee, shall be replaced by the following Death Trustee(s): THELMA E. BENNIE -, ~-~ f ~ ~ ~ If, for any reason, any Death Trustee named above is unable or unwilling to serve, the following Successor Death Trustee(s) shall serve in the priority listed until the list has been exhausted. Unless otherwise specified, if Co-Death Trustees are serving, the next following named Successor Death Trustee(s) shall serve only after alI of the Co-Death Trustees cease to act as Trustees: RONALD L. BENME AND RHETT A. BENME, OR THE SURVIVOR OF THEM f. Death Trustees of THELMA E. BENME Upon the death of THELMA E. BENME, she or her Incapacity Trustee, if either is serving as Trustee, shall be replaced by the following Death Trustee(s): RICHARD H. BENME If, for any reason, any Death Trustee named above is unable or unwilling to serve, the following Successor Death Trustee(s) shall serve in the priority listed until the list has been exhausted. Unless otherwise specified, if Co-Death Trustees are serving, the next following named Successor Death Trustee(s) shall serve only after all of the Co-Death Trustees cease to act as Trustees: RONALD L. BENME AND RHETT A. BENME, OR THE SURVIVOR OF THEM Section ~. Definition of Incapacity A Trustee shall be considered incapacitated in the event that such Trustee has been determined to be legally incompetent by a court of competent jurisdiction; has been certified by two licensed physicians to be unable to properly handle his or her own affairs by reason of physical illness or mental illness; or otherwise is unable freely to communicate for a period of 90 days. -~ Section 6. No Designated Successor Trustees If at any time there is no Trustee acting under our Trust Agreement and there is no person or institution designated and qualified as a Successor Trustee, a majority of the beneficiaries then eligible to receive distributions of income or principal under our Trust Agreement, or their Personal Representatives, shall appoint a Successor Trustee. If any trust existing under our Trust Agreement lacks a Trustee and no successor is appointed pursuant to this Article, the vacancy shall be filled by a court of competent jurisdiction. Section 7. Responsibility of Successor Trustees Other than amending or revoking our Trust, a Successor Trustee shall have the same rights, powers, duties, discretions and immunities as if named as Initial Trustee under our Trust Agreement. No Successor Trustee shall be personally liable for any act, or failure to act, of any predecessor Trustee or shall have any duty to examine the records of any predecessor Trustee. A Successor Trustee may accept the account rendered and the property delivered by, or on behalf of, a predecessor Trustee as a full and complete discharge of the duties of the predecessor Trustee without incurring any responsibility or liability for doing so. 3-~ r ' Article Four Trustors' Lifetime Rights Section 1. income and Principal a. Right to Trust Income and Principal During our joint lifetimes, our Trustee shall pay to, or apply for, the benefit of a Trustor all or part of the income and principal of such Trustor's respective Contributive Share as such Trustor may direct. b. Trustee Liability Upon any distribution of the income or principal of a Trustor's Contributive Share of our Trust Estate authorized or directed by such Trustor, our Trustee shall incur no liability to the other Trustor in respect of such distribution; shall be under no obligation to seek the approval, verification or concurrence of the other Trustor to such distribution; and shall have no responsibility for the application of any distribution made in the name of a Trustor. c. Accounting Our Trustee shall retain reasonable records sufficient under the circumstances to prevent commingling of Contributive Shares. Section 2. Trustors' Rights During Incapacity a. Definition of Incapacity A Trustor shall be considered incapacitated in the event that such Trustor has been determined to be legally incompetent by a court of competent jurisdiction; has been certified by two licensed physicians to be unable to properly handle his or her own affairs by reason of physical illness or mental illness; or otherwise is unable freely to communicate for a period of 90 days. Notwithstanding any other provision of our Trust Agreement, if a Trustor becomes incapacitated it is nevertheless conclusively presumed that such Trustor intends to return home. 4-1 b. Income and Principal Distributions Our Trustee, during the period of a Trustor's incapacity, shall pay to, or apply for, such Trustor's benefit as much of the net income and principal of such Truster's Contributive Share as our Trustee, in our Trustee's discretion, shall deem necessary or advisable. c. Income and Principal Distribution for Non-incapacitated Trustor If directed by an incapacitated Trustor's Attorney-in-Fact, after making payments authorized under Section 2.b of this Article, during the period of such a Trustor's incapacity our Trustee shall pay to, or apply for, the benefit of the other Trustor as much of the incapacitated Trustor's Contributive Share as our Trustee, in our Trustee's discretion, shall deem necessary or advisable, from time to time, for the other Trustor's health, education, maintenance and support, taking into consideration such Trustor's other income or resources. d. Tax and Government Benefits Planning During our joint lives, should either or both of us become incapacitated, our Trustee shall cooperate in tax and government benefits planning with the incapacitated Trustor's Attorney-in-Fact appointed under a durable power of attorney, but the primary concern of our Trustee shall be for our welfare and secondarily for such planning. Section 3. Right to Amend or Revoke Our Trust a. Power to Revoke and Amend While Both of Us Are Living Except as to any irrevocable Retirement Subtrust, while both of us are alive, we may at any time or times, by written notice filed with our Trustee, amend any provision hereof or revoke our Trust in whole or in part, provided, however, that each of us shall only hold the powers to amend or revoke as to each Trustor's respective Contributive Share in our Trust Estate; and each Trustor shall have the power to partition our Trust into separate trusts consisting of each Trustoe's respective Contributive Share. =1-2 b. Power to Revoke and Amend After Death of First Trustor Except as to any irrevocable Retirement Subtrust, after the death of the first of us, the Surviving Trustor may at any time amend, revoke or terminate, in whole or in part, the Survivor's Trust in which the Surviving Trustor has a general power of appointment. All other trusts shall become irrevocable and shall not be subject to amendment after the death of the first of us. c. Method to Revoke or Amend Any amendment or revocation of our Trust Agreement which affects a Trustor's Contributive Share of our Trust Estate shall be by a written instrument signed by the Trustor making the revocation or amendment and delivered to our Trustee. A copy of the instrument making the amendment or revocation as to a Trustor's Contributive Share shall also be delivered to the other Trustor. An exercise of the power of amendment substantially affecting the duties, rights and liabilities of our Trustee shall be effective upon our Trustee only if agreed to by our Trustee in writing. d. Delivery of Property After Revocation After any revocation with respect to a Trustor's Contributive Share, our Trustee shall promptly deliver the trust property to the Trustor or Trustors to the extent of each Trustor's Contributive Share of our Trust Estate. e. Trustee's Retention of Assets Upon Revocation In the event of a revocation of all or a part of a Trustor's respective Contributive Share, our Trustee shall be entitled to retain sufficient assets from such Trustor's Contributive Share to reasonably secure the payment of liabilities our Trustee has lawfully incurred in administering the revoking Trustor's Contributive Share of our Trust unless either of us indemnify our Trustee against loss or expense. Section 4. Exercise of Trustors' Rights and Powers by Others Any rijht or power that a Trustor could exercise under the terms of our Trust Agreement over such Trustor's respective Contributive Share may be exercised for and on behalf of such Trustor by any Attorney-in-Fact who, at the time of the exercise, is duly appointed and acting for such Trustor under a valid and enforceable power of attorney executed by that Trustor. Other than as provided in this Section =1, the powers of any Trustor under our Trust Agreement are personal to such Trustor and may not be exercised by any other person or entity. ~-3 Section ~. Property Held as Nominee Subject at all times to the principle of our Trust Agreement that each Trustor's Contributive Share represents a segregated share of our Trust Estate, for administrative convenience it is contemplated that certain assets may be added to our Trust Estate from time to time with the possession and control thereof retained by or redelivered to us. Notwithstanding such control or redelivery, such assets shall be assets of our Trust Estate and held by us as the nominee of our Trustee. During the period such assets are in our possession, they shall be subject to the following terms and conditions: a. We may receive directly and devote to our own use and benefit any dividends, interest, income, or proceeds or distributions from or upon such assets and neither we nor our Trustee shall have any duty of accounting to the other or to any other person with regard thereto. b. Any sale, exchange or other transfer of such assets by us shall constitute a withdrawal of such assets from our Trust Estate and our Trustee shall have no further interest therein or duties with regard thereto. Though not a condition precedent to any such withdrawal, we agree to notify our Trustee of all such withdrawals. c. We shall be responsible for reporting the income from such assets to the appropriate taxing authorities and our Trustee shall have no responsibility for including such income on any fiduciary returns prepared by our Trustee or for the preparation of any other government filing with respect thereto unless we duly notify our Trustee of such income items and a full and adequate accounting thereof is made and presented to our Trustee. d- We shall protect and indemnify our Trustee against all losses, liabilities and expenses that may result directly or indirectly from our use, possession, management or control of such assets. e- Upon the death or incapacity of either of us, our Trustee shall remain entitled to the possession thereof and shall continue to have all the rights, powers and duties with respect to such assets that are granted to our Trustee herein. Our Trustee is not responsible for assets held by us as nominee. However, it is also understood that our Trustee shall use any reasonable and prudent means to secure possession of any trust assets of which our Trustee has knowledge. Our Trustee shall have no duty accountability or responsibility to us or to any other person with respect to any assets of which our Trustee has no knowledge or of which our Trustee is unable to obtain possession and control. -1-=1 Article Five Administration at Death of First Trustor Section 1. Trustee's Discretion to Pay Debts and Tazes After the death of the first of us, unless other provision for payment has been made, our Trustee shall pay the Deceased Trustor's following expenses, debts, claims and taxes from the Deceased Trustor's Contributive Share: a. Final medical expenses and all funeral costs; b. Legally enforceable claims against the Deceased Trustor; c. Reasonable expenses of administration of our Trust attributable to the Deceased Trustor's Contributive Share and the Deceased Trustor's probate estate; d. Any allowances mandated by a court of competent jurisdiction to those dependent upon the Deceased Trustor; e. Any estate, inheritance, succession, generation skipping transfer, or similar taxes payable by reason of the death of the first of us; and f. Any penalties or interest on any of the above expenses, claims, debts or taxes owed by the Deceased Trustor or the Deceased Trustor's probate estate. Section 2. Payment by Our Trustee or Personal Representative Our Trustee, in our Trustee's discretion, may make distributions authorized under this Article either directly to the person or entities to whom payment is owed or to the Personal Representative of the Deceased Trustor's probate estate. Written statements by the Deceased Trustor's Personal Representative that such sums are due and payable by the estate shall be sufficient evidence of their amount and propriety for the protection of our Trustee. Our Trustee shall be under no duty to see to the application of any such payments made to the Deceased Trustor's Personal Representative. ~-1 Section 3. Tax Elections If no Personal Representative has been appointed, with regard to the payment of any income tax, gift tax, estate tax, inheritance tax, generation skipping transfer tax or any other tax due because of the death of the first of us, our Trustee shall have the right to make any available elections allowed under the law or to sign and file any tax return required because of the death of the first of us. If a Personal Representative has been appointed, the Personal Representative shall have the foregoing rights and duties. Section 4. Payment of Death Taxes, Claims and Expenses a. Payment Out of Trust Property All death taxes, claims and expenses payable under the provisions of this Article shall be paid by our Trustee out of the Deceased Trustor's Contributive Share except as specifically provided for elsewhere in our Trust Agreement. b. Exception for Property Passing Outside of Our Trust Notwithstanding Section 4. a of this Article, unless specifically directed otherwise by another separate provision herein, all death taxes, claims and expenses attributable to assets passing outside of our Trust or the Deceased Trustor's probate estate shall be assessed against those persons receiving such property; provided, however, that under no circumstances shall any transfer to any beneficiary that qualifies for the federal estate tax marital or charitable deduction cause the property transferred or such beneficiary to bear any such taxes. c. Payment from Surviving Trustor's Contributive Share Notwithstanding any other provision in our Trust Agreement or any other instrument, no death taxes, claims and expenses payable under the provisions of this Article shall be paid from the Contributive Share of the Surviving Trustor. Section ~. Apportionment of Expenses, Claims and Taxes Notwithstanding Section 4. a of this Article, unless specifically directed otherwise by another separate provision herein, all expenses, claims and taxes attributable to any specifically distributed property shall be apportioned to the beneficiaries of such specific distributions. Any distribution of specutc trust property under our Trust Agreement shall pass subject to all liens, mortgages or encumbrances attributable thereto. ~-2 Section 6. Exception to Apportionment of Death Taxes Notwithstanding any provision herein to the contrary, it is our intent, and we hereby direct, that to the extent practicable no death taxes shall be apportioned to or against any part of our estates or the trusts or shares created by our Trust Agreement, or any beneficiary thereof, which qualifies for the federal estate tax marital deduction or charitable deduction. ~-3 Article Si~~ Specific Distributions of Trust Property Section 1. Fractional Gift of Income in Respect of a Decedent After the death of the illst of us, our Trustee shall distribute a fraction of all items of income in respect of a decedent attributable to the Deceased Trustor's Contributive Share of our Trust Estate to the Family Trust. Any income in respect of a decedent not distributed to the Family Trust shall be distributed to the Survivor's Trust. The fraction to be distributed to the Family Trust shall be determined by dividing the Deceased Trustor's Unused Unified Credit Equivalent, after taking account of all property passing that is includable in the Deceased Trustor's gross estate, other than by any form of Beneficiary Designation, by the value of all items of income in respect of a decedent in the Deceased Trustor's Contributive Share of our Trust Estate or otherwise received by our Trustee due to the death of the Deceased Trustor. Section ~. Estate Plarming Letter or Memorandum To the extent permitted by state law and not necessary to fully utilize a Deceased Trustor's Unused Unified Credit Equivalent, our Trustee shall distribute personal or household items from a Deceased Trustor's Contributive Share of our Trust Estate to such persons as the Deceased Trustor may direct by a written instrument signed by the Trustor and delivered to our Trustee. Section 3. Specific Distribution Not a Part of Our Trust Estate If the property making up any specific distribution set forth in this Article is not part of our Trust Estate at the time such specific distribution is to be made and will not become a part of our Trust Estate within a reasonable time, our Trustee shall disregard that specific distribution. Section 4. Other Specific Distributions Our Trustee shall make no other specific distributions of trust property to any betleiciaries under our Trust Agreement. All other distributions of trust property shall be made in accordance with the Articles that follow. 6-1 Article Seven Division into Survivor's Share and Family Share Section 1. Division of Our Trust Estate Upon the death of the first of us, our Trustee shall allocate and distribute our remaining Trust Estate, including any property that becomes distributable or payable to our Trustee at the Deceased Trustor's death, into two sepazate shares to be identified as the Survivor's Share and the Family Share. a. Surviving Trustor's Property Transferred to the Survivor's Share The Survivor's Share shall consist of the Surviving Trustor's Contributive Share of our Trust Estate held by our Trustee. b. Deceased Trustor's Property Transferred to the Survivor's Share The Survivor's Share shall also consist of all assets of the Deceased Trustor's Contributive Share not distributed to the Family Shaze. c. Survivor's Share to Be Administered as Survivor's Trust The Survivor's Share shall be held, administered and distributed according to the provisions of the Survivor's Trust as set forth in Article Eight of our Trust Agreement. Our Trustee, however, shall allocate to a separate irrevocable subtrust of the Survivor's Trust, hereby created and to be known as the Survivor's Retirement Subtrust, all assets to be received by reason of any Beneficiary Designation. Except for the irrevocability of the Survivor's Retirement Subtrust (and that if the Survivor's Trust is divided into two shares that the Retirement Subtrust shall be made part of the Survivor's Share that does not hold the Surviving Trustor's Contributive Share), our Trustee shall administer the Survivor's Trust and the Survivor's Retirement Subttust with like effect as if each, sepazately, were the Survivor's Trust. d. Property Transferred to the Family Share The Family Share shall consist of an amount of the Deceased Trustor's Contributive Share equal to the Deceased Trustor's Unused Unified Credit Equivalent. 7-1 e. Family Share to Be Administered as Family Trust The Family Share shall be held, administered and distributed according to the provisions of the Family Trust as set forth in Article Nine of our Trust Agreement. Our Trustee, however, shall allocate to a separate irrevocable subtrust of the Family Trust, hereby created and to be known as the Family Retirement Subtrust, all assets to be received by reason of any Beneficiary Designation. Except for the irrevocability of the Family Retirement Subtrust, our Trustee shall administer the Family Trust and the Family Retirement Subtrust with like effect as if each, separately, were the Family Trust. Section 2. Allocation and Valuation of Assets In allocating assets between the Survivor's Share and the Family Share, our Trustee shall allocate the trust assets between the Survivor's Share and the Family Share in cash or in kind, or partly in each, on a pro rata or non pro rata basis, and in undivided interests or not; subject, however, to the following: a. Qualification for Marital Deduction Our Trustee shall allocate from the Deceased Trustor's Contributive Share to the Survivor's Share only those assets that qualify for the marital deduction. b. Valuations of Allocations in Kind Assets allocated in kind shall be valued on the basis of their values as finally determined for federal estate tax purposes; provided, however, that our Trustee shall act impartially, consistent with equitable principles requiring impartiality among beneficiaries, in allocating assets so that any distribution of assets shall be made of assets, including cash, fairly representative of appreciation or depreciation in the value of all property thus available for distribution. c. Income The Survivor's Share shall be entitled to a pro rata share of the income earned on the Deceased Trustor's Contributive Share and probate estate from the date of the Deceased Trustor's death, including a share of income earned on assets used to discharge liabilities. 7-2 d. Foreign Death Tax Credit Our Trustee shall not allocate assets that qualify for the foreign death tax credit to the Survivor's Share unless all other assets or interests available for allocation have been so allocated. e. Insurance Policies Any policy of insurance on the life of any person shall be allocated to the Family Share unless such allocation would cause an estate tax to be due. Notwithstanding any other provisions to the contrary, the Surviving Trustor shall not have the right, either individually or in a fiduciary capacity, to hold or control any incident of ownership in, or exercise any power over, any such policy which insures the life of the Surviving Trustor. Section 3. Intention That Survivor's Share Qualify for Marital Deduction We intend that the Survivor's Share qualify for the federal estate tax marital deduction and our Trust Agreement shall be construed accordingly. All other provisions of our Trust Agreement shall be subordinate to that intent. If the granting of any right, power, privilege, authority or immunity to our Trustee or another person and the imposition of any duty upon our Trustee or another person by any provision of our Trust Agreement would disqualify any share or interest of a Surviving Trustor hereunder from qualifying for the federal estate tax marital deduction provided by Section 2056 of the Code, such provision shall be ineffective if and to the extent that the same, if effective, would so disqualify such share or interest. Notwithstanding any other provision in our Trust Agreement to the contrary, the Surviving Trustor at any time shall have the right to direct our Trustee, in writing, to convert within a reasonable time any underproductive trust property held in the Survivor's Trust to reasonably productive property. Section 4. Disclaimer of Property Any property or portion of property that is disclaimed by the Surviving Trustor shall be held, administered or distributed according to the following terms: a. Property Disclaimed The Surviving Trustor may disclaim any property held for or to be distributed to or for the benefit of the Surviving Trustor under our Trust Agreement. 7-3 b. Time to Disclaim The Surviving Trustor may disclaim within the time limits and under the conditions permitted by the laws regulating disclaimers. c. Delivery of Disclaimer to Our Trustee A disclaimer by the Surviving Trustor may be exercised by the delivery to our Trustee of an irrevocable and unconditional refusal to accept any or all property interests passing to the Surviving Trustor or the Survivor's Share. d. Disclaimer of Survivor's Share If the Surviving Trustor exercises a disclaimer with respect to any or all property set aside as the Survivor's Share, such disclaimed interest shall be added to the Family Share. Notwithstanding any other provisions of our Trust Agreement to the contrary, any such disclaimed property and income thereon shall not be subject to any power of appointment held by the Surviving Trustor other than a limited power of appointment relating to an ascertainable standard regarding the Surviving Trustor's health, education, maintenance and support. e. Disclaimer of Family Share If the Surviving Trustor exercises a disclaimer with respect to any or all property set aside as the Family Share, such disclaimed interest shall be distributed under the relevant terms of the Family Trust. 7-4 Article Eight Survivor's Trust Section 1. Rights of Surviving Trustor in the Survivor's Trust Our Trustee shall hold, administer and distribute the assets of the Survivor's Trust as follows: a. Payment of Income Our Trustee shall pay to, or apply for, the benefit of the Surviving Trustor, so long as the Surviving Trustor lives, the entire net income of the Survivor's Trust in monthly or other convenient installments agreed upon by the Surviving Trustor and our Trustee, but not less often than annually. If our Trustee is entitled to payments from any Retirement Account, our Trustee shall allocate to income from payments received in any calendar year an amount equal to the income earned by the account in such year, and any excess shall be allocated to principal, and if the payments in such year are less than the amount equal to the income earned by the account in such year, the Surviving Trustor shall have the continuing right to require our Trustee to withdraw from the account and pay to the Surviving Trustor as income an additional amount so that the Surviving Trustor can be paid an amount equal to such income. b. Discretionary Payment of Principal At any time or times during the Surviving Trustor's life, our Trustee shall pay to, or apply for, the benefit of the Surviving Trustor so much of the principal of the Survivor's Trust as our Trustee deems proper for the Surviving Trustor's comfort, welfare, and happiness. In exercising discretion, our Trustee shall jive consideration to all other income and resources then lmown to be readily available to the Surviving Trustor for use for these purposes. c. Right of Surviving Trustor to Withdraw Principal Our Trustee shall pay to the Surviving Trustor as much of the principal of the Survivor's Trust as the Surviving Trustor may from time to time demand in a signed writing delivered to our Trustee. 8-1 d. General Power of Appointment Subject to any payments required under Section 2 of this Article, upon the death of the Surviving Trustor, our Trustee shall distribute all of the Trust Estate of the Survivor's Trust, including the trust principal and accrued and undistributed income, to any person or entity and upon any trust terms and conditions, or to or in favor of the estate of the Surviving Trustor as the Surviving Trustor may direct by the Surviving Trustor's last will. No exercise of this power of appointment shall be effective unless it refers to our Trust Agreement and expressly indicates an intention to exercise this power of appointment. Our Trustee may rely upon any instrument that our Trustee in good faith believes to be the last will of the Surviving Trustor in carrying out the terms of this power of appointment and shall not be liable for any good faith act in reliance upon that will even if for any reason it is later deteruuned to be invalid with respect to its purported exercise of this power of appointment. If our Trustee receives no notice of the existence of a will of the Surviving Trustor within six (6) months after the death of the Surviving Trustor, our Trustee may distribute the Trust Estate of the Survivor's Trust as though this power of appointment had not been exercised and shall be conclusively presumed to have acted in good faith even if a valid will is thereafter discovered. Section 2. Termination Upon the Death of the Surviving Trustor The Survivor's Trust shall terminate upon the death of the Surviving Trustor. Our Trustee shall then hold and administer the balance of the Survivor's Trust as follows: a. Surviving Trustor's Debts and Taxes Our Trustee shall pay all of the Surviving Trustor's following expenses, debts, claims and taxes becoming due or payable by reason of the Surviving Trustor's death: 1. Final medical expenses and all funeral costs; 2. Legally enforceable claims against the Survivor's Trust or the Surviving Trustor's probate estate; 3. Reasonable expenses of administration of the Survivor's Trust and the Surviving Trustor's probate estate; 4. Any allowances mandated by a court of competent jurisdiction to those dependent upon the Surviving Trustor; 8-? ~. Any estate, inheritance, succession, death or similar taxes payable by reason of the death of the Surviving Trustor; and 6. Any penalties or interest on any of the above expenses, claims, debts or taxes owed by the Surviving Trustor or the Surviving Trustor's estate. Section 3. Administration of Remainder of Survivor's Trust After making all payments authorized in the preceding provisions of this Article, our Trustee shall hold and administer the Trust Estate of the Survivor's Trust as provided in the Articles that follow. Section 4. Payment by Our Trustee or Personal Representative Our Trustee, in our Trustee's discretion, may make distributions authorized under this Article either directly to the person or entities to whom payment is owed or to the Personal Representative of the Surviving Trustor's probate estate. Written statements by the Surviving Trustor's Personal Representative that such sums are due and payable by the estate shall be sufficient evidence of their amount and propriety for the protection of our Trustee. Our Trustee shall be under no duty to see to the application of any such payments made to the Surviving Trustor's Personal Representative. Section ~. Tax Elections With regard to the payment of any incame tax, ;ift tax, estate tax, inheritance tax, generation skipping tax or any other tax required because of the death of the Surviving Trustor, if there is no Personal Representative, our Trustee shall have the right to make any available elections allowed under the law and shall be authorized to sign and file any tax return required because of the death of the Surviving Trustor. If there is a Personal Representative, the Personal Representative shall have the foregoing rights and duties. 8-3 Section 6. Generation Skipping Trust a. Creation of GST Shares One and Two Notwithstanding the preceding provisions of this Article, if the value of the Surviving Trustor's taxable estate (inclusive of the Survivor's Share) exceeds the Surviving Trustor's Unused Generation Skipping Tax Exemption Equivalent, the Deceased Trustor's assets allocated to the Survivor's Share, from whatsoever source, shall be segregated into separate shares identified as GST Share One and GST Share Two. b. Allocation to GST Share One and Share Two Our Trustee shall allocate to GST Share One that fraction of the Deceased Trustor's assets allocated to the Survivor's Share determined by dividing the Deceased Trustor's Unused Generation Skipping Tax Exemption Equivalent by the value of the Deceased Trustor's assets aIlocated to the Survivor's Share. Any assets not allocated to GST Share One shall be allocated to GST Share Two. c. Administration of GST Share One Our Trustee shall hold, administer and distribute the assets of GST Share One as follows: 1. Payment of Income Our Trustee shall pay to, or apply for, the benefit of the Surviving Trustor, so long as the Surviving Ttustor lives, the entire net income of GST Share One in monthly or other convenient installments agreed upon by the Surviving Trustor and our Trustee, but not less often than annually. 2. General Power of Appointment Over Undistributed Net Income Upon the death of the Surviving Trustor, our Trustee shall distribute all of the accrued but undistributed net income of GST Share One to any person or entity and upon any trust terms and conditions, or to, or in favor of, the estate of the Surviving Trustor, as the Surviving Trustor may direct by the Surviving Trustor's last will. No exercise of this power of appointment shall be effective unless it refers to our Trust Agreement and expressly indicates an intention to exercise this power of appointment. Our Trustee may rely upon any instrument that our Trustee in good 8-=1 faith believes to be the last will of the Surviving Trustor in carrying out the terms of this power of appointment and shall not be liable for any good-faith act in reliance upon that will, even if for any reason it is later determined to be invalid with respect to its purported exercise of this power of appointment. If our Trustee receives no notice of the existence of a will of the Surviving Trustor within six (6) months after the death of the Surviving Trustor, our Trustee may distribute the accrued but undistributed net income as though this power of appointment had not been exercised and shall be conclusively presumed to have acted in good faith even if a valid will is thereafter discovered. 3. Discretionary Payment of Principal At any time or times during the Surviving Trustor's life, our Trustee shall pay to, or apply for, the benefit of the Surviving Trustor so much of the principal of GST Share One as our Trustee deems proper for the Surviving Trustor's health, education, maintenance and support. In exercising discretion, our Trustee shall give consideration to all other income and resources then known to be readily available to the Surviving Trustor for use for these purposes. 4. Limitation on Discretionary Payment of Principal by Trustee Notwithstanding the provisions of Section b.c.3 of this Article, we recommend, but do not require, that our Trustee shall first exhaust the principal from GST Share Two before making discretionary payments of principal from GST Share One. 5. Limited Power of Appointment By a last will, the Surviving Trustor shall have the limited testamentary power to appoint to, or for the benefit of, our joint descendants some or all of the principal, including unappointed income of GST Share One, as it exists at the date of death of the Surviving Trustor after payment of expenses, debts, claims and taxes pursuant to Section 6.c.7 of this Article. The Surviving Trustor may appoint trust assets under this limited testamentary power among our joint descendants in equal or unequal amounts, either directly or in trust, as the Surviving Trustor directs. ~-J This limited testamentary power of appointment shall not be exercised in favor of the Surviving Trustor's estate, the creditors of the Surviving Trustor, the creditors of the Surviving Trustor's estate, or in any way that would result in any economic benefit to the Surviving Trustor. 6. Termination Upon the Death of the Surviving Trustor GST Share One shall terminate upon the death of the Surviving Trustor. Our Trustee shall then hold and administer the balance of GST Share One in accordance with the following provisions of this Section 6.c. 7. Surviving Trustor's Debts and Taxes Taking into consideration any waiver pursuant to section 2207A of the Code in the last will of the Surviving Trustor, our Trustee shall pay all of the Surviving Trustor's following expenses, debts, claims and taxes becoming due or payable by reason of the Surviving Trustor's death; but from GST Share One only to the extent not paid from GST Share Two: (a) Final medical expenses and all funeral costs; (b) Legally enforceable claims against the Survivor's Trust or the Surviving Trustor's probate estate; (c) Reasonable expenses of administration of the Survivor's trust and the Surviving Trustor's probate estate; (d) Any allowances mandated by a court of competent jurisdiction to those dependent upon the Surviving Trustor; (e) Any estate, inheritance, succession, death or similar taxes payable by reason of the death of the Surviving Trustor; and (f) Any penalties or interest on any of the above expenses, claims, debts or taxes owed. S-6 S. Payment by Our Trustee or Personal Representative Our Trustee, in our Trustee's discretion, may make distributions authorized under this Section either directly to the person or entities to whom payment is owed, or to the Personal Representative of the Surviving Trustor's probate estate. Written statements by the Surviving Trustor's Personal Representative that such sums are due and payable by the estate shall be sufficient evidence of their amount and propriety for, the protection of our Trustee. Our Trustee shall be under no duty to see to the application of any such payments made to the Surviving Trustor's Personal Representative. 9. Tax Elections With regard to the payment of any income tax, gift tax, estate tax, inheritance tax, generation skipping tax or any other tax required because of the death of the Surviving Trustor, if there is no Personal Representative, our Trustee shall have the right to make any available elections allowed under the law and shall be authorized to sign and file any tax return required because of the death of the Surviving Trustor. If there is a Personal Representative, the Personal Representative shall have the foregoing rights and duties. 10. Administration of Remainder of GST Share One After making all payments authorized above in this Article Eight, our Trustee shall hold and administer GST Share One as provided in the Articles that follow. d. Administration of GST Share Two Our Trustee shall hold, administer and distribute the assets of GST Share Two pursuant to the terms of Sections 1 through ~, inclusively, of this Article, and after making all payments authorized in said Sections, our Trustee shall hold and administer GST Share Two as provided in the Articles that follow. 8-7 Article Nine Family Trust Section 1. Rights of The Surviving Trustor in the Family Trust Our Trustee shall hold, administer and distribute the assets of the Family Trust as follows. a. Payment of Income Our Trustee shall pay to, or apply for, the benefit of the Surviving Trustor, so long as the Surviving Trustor lives, the entire net income of the Family Trust in monthly or other convenient installments as agreed upon by the Surviving Trustor and our Trustee, but not less often than annually. b. Discretionary Payment of Principal At any time or times during the Surviving Trustor's life, our Trustee shall pay to, or apply for, the benefit of the Surviving Trustor so much of the principal of the Family Trust as our Trustee in our Trustee's discretion deems proper for the Surviving Trustoe's health, education, maintenance and support_ c. Guidelines for Trustee's Discretion In exercising discretion, our Trustee shall give consideration to all other income and resources then known to be available to the Surviving Trustor. Our Trustee shall accumulate and add to principal any net income not distributed. d. Limitation on Discretionary Payment of Principal by Trustee We recommend, but do not require, that our Trustee shall first exhaust the principal from the Survivor's Trust before making discretionary payments of principal to the Surviving Trustor from the Family Trust. 9-1 e. The Surviving Trustor's Right to Withdraw Principal The Surviving Trustor shall have the power to withdraw from the Family Trust principal each calendar year those amounts that shall not exceed the greater of five thousand dollars ($5,000) or five percent (5%) of the assets of the Family Trust, valued as of the end of the preceding calendar year. The Surviving Trustor shall exercise this power by a written instrument signed by the Surviving Tnistor and delivered to our Trustee. This power is noncumulative and it shall lapse to the extent it is not exercised by January ;1 of each calendar year. This power shall exist each year until the death of the Surviving Trustor. Section 2. Termination of the Family Trust On the death of the Surviving Trustor, the Family Trust shall terminate. All unappointed and undistributed trust assets, including any accrued and undistributed net income, shall be held, administered and distributed pursuant to the Articles that follow. 9-2 Article Ten Common Pot Trust At the death of the Surviving Trustor, our Trustee shall not create a Common Pot Trust. All of our Trust Estate that has not been distributed under prior Articles of our Trust Agreement shall be held, administered, divided and distributed according to the provisions of the Articles that follow. 10-1 Article Eleven Division and Distribution of Trust Property Section 1. Division of Trust Property Into Shares While, to the extent practical, maintaining any previously established Generation Skipping Transfer Tax ratios relative to Trust property, our Trustee shall divide our Trust Estate not previously distributed into separate shares of equal value as follows: a. One Share for Each Living Child Our Trustee shall create one share for each of our then living children. b. One Share for Each Deceased Child Our Trustee shall create one share for each of our deceased children who has then living descendants. Section 2. Distribution of Trust Shares for Our Living Children Unless distributions from a trust shaze are withheld pursuant to Section 1 of Article Fifteen or as otherwise provided in Section 4 of this Article, our Trustee shall promptly distribute the trust share set aside for each of our living children to such children free of trust. Section 3. Distribution of Trust Share for Descendant of Deceased Child Unless distributions from a trust share are withheld pursuant to Section 1 of Arricle Fifteen or as otherwise provided in Section 4 of this Article, our Trustee shall promptly distribute, free of trust, the trust share set aside for our deceased children to their surviving spouse, so long as not remarried. If my deceased child has no surviving spouse, or such surviving spouse has remarried, our Trustee shall distribute the balance of the trust share to their surviving issue, per stirpes. If the surviving issue have already attained the age of ? 1 years, such trust shaze shall be distributed free of the trust. If the surviving issue have not reached the age of 21 years, our Trustee shall hold the balance of such trust share and distribute it when such grandchild has reached the age of 21 years. 11-1 If my deceased child has no surviving spouse or surviving issue, our Trustee shall distribute the balance of the trust share, in equal shares, to my surviving children. Section 4. Distributions to Underage or Incapacitated Beneficiaries Notwithstanding any provision to the contrary in our Trust Agreement other than Section ? of Article Fifteen, if any beneficiary otherwise entitled to receive a distribution of trust property is under the age of 21 years or is incapacitated, as defined in Article Fifteen, our Trustee shall retain and administer such beneficiary's trust share for such beneficiary's benefit as follows: a. Our Trustee's Discretion Our Trustee may pay to, or apply for, the benefit of such beneficiary so much of the net income and principal of such beneficiary's trust share as our Trustee, in our Trustee's discretion, deems proper considering all other resources then known to be available to such beneficiary. b. Payments Made to Beneficiary or Personal Representative Our Trustee is authorized to make payments under this Section 4 directly to the beneficiary, to the beneficiary's Personal Representative or to any other person our Trustee may deem proper to be used for the benefit of the beneficiary. c. Trustee's Decisions Are Final All decisions by our Trustee as to whom our Trustee makes payments, the purposes for which payments are made and the amounts to be paid out of any trust share are within our Trustee's discretion. d. Undistributed Net Income All undistributed net income shall be accumulated and added to the principal of the trust share. e. Termination and Distribution Unless distributions from a trust share are withheld pursuant to Section 1 of Article Fifteen, our Trustee shall distribute the trust share to the respective beneficiary of the share under this Section 4 on the later to occur of (i) the date upon which such beneficiary reaches the age of 21 years or (ii) when such beneficiary is no longer incapacitated, as determined by a court of competent jurisdiction or upon certification by two licensed physicians that such beneficiary is properly able to care for such beneficiary's property and person. 11-? f. Death of Incapacitated or Underage Beneficiary Subject to the other provisions of this Section 4, if any beneficiary whose trust share is being held in trust under this Section 4 dies before the complete distribution of such beneficiary's trust share, the beneficiary's interest in such trust share shall lapse and our Trustee shall distribute such beneficiary's trust share to such beneficiary's then living descendants, per stirpes; or, if none, to our then living descendants, per stirpes. If we have no then living descendants, our Trustee shall distribute such beneficiary's trust share as provided in the Articles that follow. 11-3 Article Twelve Distribution If No Designated Beneficiaries NONE 12-1 Article Thirteen Trustee Administration Section 1. Required Vote for Co-Trustees a. Trustors Serving as Co-Trustees Unless otherwise provided in our Trust Agreement, if either one of us is serving as a Trustee under our Trust Agreement, that Trustee may make decisions and bind our Trust in the exercise of all powers and discretions granted to us as Trustees without the consent of any other Trustee. Any Trustor acting under this Section l.a may only deal with the other Trustor's Contributive Share in a fiduciary capacity. b. Unanimous Vote for Two Trustees Other than as provided in Section l.a of this Article, if only two Trustees are serving, they shall act unanimously in the exercise of all powers and discretions granted to them under our Trust Agreement. c. Majority Vote for More Than Two Trustees Other than as provided in Section l.a of this Article, if more than two Trustees are serving under our Trust Agreement, they shall act by majority vote and any exercise of a power or discretion by a majority of the Trustees shall have the same effect as an exercise by all of them. d. Court Order Resolves Disputes Other than as provided in Section l.a of this Article, if the Trustees are not able to reach agreement on any decision as set forth in this Section 1, they shall petition a court of competent jurisdiction for instructions and shall take no action on the disputed matter until a court order deciding the issue has been rendered. Section 2. Power to Delegate notwithstanding any other provision of our Trust Agreement, any one or more of the Co-Trustees serving under our Trust Agreement may from time to time delegate to another Co-Trustee or Co-Trustees routine acts of trust administration. 13-1 Section 3. No Bond Required No Trustee specifically named under our Trust Agreement shall be required to post any bond for the faithful performance of such Trustee's responsibilities. Section =t. Trustee Compensation Other than when either of us is serving as Trustee, our Trustee shall be entitled to reasonable compensation for services rendered. Such compensation is payable without the need of a court order. In calculating the amount of compensation, customary charges for similar services in the same geographic area for the same time period shall be used as guidelines. Our Trustee shall also be entitled to reimbursement for reasonable costs and expenses incurred during the exercise of our Trustee's duties under our Trust Agreement. Any corporate fiduciary shall be entitled to receive compensation for its services in accordance with its published fee schedule in effect from time to time. Section ~. Change in Corporate Trustee Any corporate successor to the trust business of any corporate trustee named under our Trust Agreement or acting hereunder shall succeed to the capacity of its predecessor without re- conveyance or transfer of trust property. Section 6. Written Notice to Trustee Until our Trustee receives written notice of any death or other event which triggers the right to payments from any trust or trust shares created under our Trust Agreement, our Trustee shall incur no liability for distributions made in good faith to persons whose interests may have been affected by such event. Section 7. Duty to Account Our Trustee shall render accounts, upon request, to the income beneficiaries under our Trust Agreement at least annually, at the termination of a trust created hereunder and upon a change in the Trustees in the manner required by law. 13-2 Section 8. No Court Supervision No trust or trust share created under our Trust Agreement shall require the active supervision of any state or federal court. 13-3 Article Fourteen Trustee Powers Section 1. Powers In addition to any power hereinafter specifically granted to our Trustee, it is our intention that our Trustee have the power respecting our Trust Estate that an absolute owner of such property would have. In accordance with such intention, any power our Trustee needs to administer our Trust Estate, which is not hereinafter listed, shall be considered as provided for herein. a. Retention of Property Our Trustee shall have the power to retain any property received into our Trust at its inception, or later added to our Trust without regard to whether our Trust investments are diversified, as long as our Trustee considers that retention is in the best interests of our Trust or is in flu therance of our goals in creating our Trust. Subject to any power of the Surviving Trustor to require underproductive property to be made reasonably productive, our Trustee shall have the power to invest and reinvest in any property that may be considered by applicable state law to be underproductive or unproductive in nature and, specifically to be exempt from any minimum income requirements called for under local law. b. Additions Our Trustee shall have the power to receive additions to the assets of the various trusts created under our Trust Agreement from any source. c. Business Participation Our Trustee shall have the power to form, terminate, continue or participate in the operation of any business enterprise including a corporation, a sole proprietorship, a general or limited partnership or a limited liability company and to effect any form of incorporation, dissolution, liquidation or reorganization, including, but not limited to, recapitalization and reallocation of classes of shares or other changes in the form of the business enterprise or to lend money or make a capital contribution to any such business enterprise. 14-1 d. Make Investments Our Trustee shall have the power to invest and reinvest the assets of our Trust as our Trustee may determine to be in the best interests of our Trust without limitation by any law applicable to investments by fiduciaries. The permitted investments and reinvestments may include securities such as common or preferred stock, mortgages, notes, subordinated debentures and warrants of any corporation, any common trust fund administered by a corporate fiduciary, other property real or personal, including savings accounts and deposits, interests in mutual or money market funds or investment trusts, annuities and insurance whether or not such investments are unsecured or of a wasting nature. e. Life Insurance Our Trustee shall have the power to obtain, by purchase or by gift or by conversion, reissue, consolidation or by any other means, and hold as an asset of our Trust, policies of insurance on either or both of our lives or the life of any other beneficiary of our Trust. Our Trustee is authorized and empowered to exercise, either before or after our death, all of the rights, options, elections or privileges exercisable in connection with such policies. These rights and options should include, but not be limited to, incapacity benefits, the right to borrow money with which to pay premiums (or other charges) on any policy owned by our Trust (including any automatic premium loan feature) or for any other trust purpose, the right to elect among settlement options offered by the insurance company that issued such policy, the right to convert such policy to paid-up insurance, extended term insurance or to any different form of insurance, and the right to arrange for the automatic application of dividends in reduction of premium payments (or other charges) with regard to any policy of in~~rance held in the Trust Estate. Regarding any such policies: We represent that any policies of life insurance currently transferred into our trust, or that will be transferred to our trust hereinafter or purchased at our direction, have been selected (or will be selected) solely by us based on our study and evaluation of (a) the sufficiency of the policy to meet the goals of our Trust, (b) whether or not available policy elections should be made, and (c) the current and projected financial strength and viability of the company issuing the policy. 1 ~-2 2. Our Trustee has made no representations to us concerning these policies and none of our study and evaluation of the policy or policies has been based on any representation by our Trustee. Furthermore, our Trustee is under no obligation to examine such policies upon receipt or to make subsequent or periodic evaluations of same. The obligations to examine and evaluate shall remain exclusively with us. 3. In the event that we or any beneficiary hereunder shall at any time (1) question the sufficiency of any life insurance policy, (2) determine that available policy elections should be made, or (3) question the continued financial strength or viability of the carrier, it shall be their absolute obligation to inform our Trustee of those facts in writing. Our Trustee shall be indemnified and held harmless for any actions taken pertaining to policies held by our Trust except for the payment of policy premiums from available assets. f. Dealing With Property Our Trustee shall have the power to acquire, grant, hold in a safe deposit box or dispose of property including puts, calls and options (including options on stock owned by the estate), for cash or on credit, including maintaining margin accounts with brokers, at public or private sale, upon such terms and conditions as our Trustee may deem advisable, and to manage, develop, improve, exchange, partition, change the character of, or abandon property, or any interest therein, or otherwise deal with property. Specifically, our Trustee shall have the power to use and expend our Trust income and principal to conduct environmental assessments, audits, and site monitoring to determine compliance with any environmental law or regulation thereunder; to take all appropriate remedial action to contain, clean up or remove any environmental hazard, including a spill, release, dischazge or contamination, either on our Trustee's own accord or in response to an actual or threatened violation of any environmental law or regulation thereunder; to institute Legal proceedings concerning environmental hazards or contest or settle any such legal proceedings brought by any local, state or federal agencies concerned with environmental compliance, or by a private litigant; to comply with any local, state or federal agency order, or court order directing an assessment, abatement or cleanup of any environmental hazards; to employ agents, consultants and legal counsel to assist in or perform the above undertakings or actions; and, in jeneral, to take all appropriate actions to prevent, identify, or respond to any actual or threatened violations of any environmental law or regulation thereunder. 1 ~-3 No Trustee under our Trust Agreement shall be liable for any loss or depreciation in value sustained by our Trust as a result of our Trustee retaining any property upon which there is later discovered to be hazardous materials or substances requiring remedial action pursuant to any federal, state or local environmental law unless our Trustee contributed to the loss or depreciation in value through wilIfal. default, willful misconduct, or gross negligence. Moreover, our Trustee shall not be obligated to accept any property on behalf of our Trust without our Trustee first having the opportunity to determine, in our Trustee's discretion, that such property is not contaminated by any hazardous or toxic materials or substances, and that such property is not being used and has never been used for any activities directly or indirectly involving the generation, use, treatment, storage, disposal, release, or discharge of any hazardous or toxic materials or substances. Finally, our Trustee shall have the power to disclaim any power that, in our Trustee's discretion, will or may cause our Trustee to be considered an "owner" or "operator" of property held in our Trust Estate under the provisions of the Comprehensive Environmental Response, Compensation and Liability Act (CERCLA), as amended from time to time. This power to disclaim, as contained herein, shall apply to any such power, whether actually set forth under our Trust Agreement, incorporated by reference herein, or granted or implied by any statute or rule of law. g. Borrowing Authority Our Trustee shall have the power to borrow funds from any person, including our Trustee; to guarantee indebtedness or indemnify others in the name of our Trust and to secure any such obligation by mortgage, pledge, security interest or other encumbrance; and to renew, extend or modify any such obligation for a term within or extending beyond the administration of the term of our Trust. No lender shall be bound to see to, or be liable for, the application of the proceeds of any obligation and our Trustee shall not be personally liable for any obligation. h. Leasing Authority Our Trustee shall have the power, with respect to real or personal property, to make, renew or amend for any purpose a Lease, as lessor or Lessee, for a term within or beyond the term of our Trust with or without option to purchase. i. Natural Resources Our Trustee shall have the power to enter into any arrangement or agreement, including a lease, pooling or unitization agreement for exploration, development, operation, conservation and removal of minerals or other natural resources. 1 ~--~ j. voting Rights Our Trustee shall have the power to vote a security in person or by general or limited proxy; to participate in or consent to any voting trust,. reorganization, dissolution,. liquidation or other action affecting any securities; and to deposit securities with, and .transfer title to, a protective or other committee. k. Title to assets Our Trustee shall have the power to hold securities and other property in negotiable form or in the name of a nominee (including "street name" of a broker) or by deposit to a clearing corporation, with or without disclosure of the Trustee relationship, but our Trustee shall be responsible for the acts of any nominee in the scope of the nominee's authorized actions with respect to such property or clearing corporation in connection with the property. 1. Insurance Our Trustee shall have the power to insure the assets of our Trust against any risk, and our Trustee against liability, with respect to third persons. m. Settlement of Disputes Our Trustee shall have the power to pay or contest any debt or claim; to compromise, release and adjust any debt or claim; and to submit any matter to arbitration. n. Payment of Expenses Our Trustee shall have the power to pay any taxes, assessments, reasonable compensation of our Trustee and other expenses incurred in the collection, management, care, protection and conservation of our Trust Estate. o. Principal and Income Our Trustee shall have the power to allocate items of income or expenditure to either income or principal and to create reserves out of the income as our Trustee, in our Trustee's discretion, deems appropriate and our Trustee's decision, made in food faith with respect thereto, shall be binding and conclusive on all persons. This power of allocation shall also apply to income during administration of our Trust after the death of the first of us. 14-5 Notwithstanding the preceding sentence, if the Survivor's Trust (or a share thereunder) is the beneficiary of a Retirement Account, income earned after the participant's death in the account shall be income of such mist or share, and if our Trustee is required to pay all of the trust income to a beneficiary, our Trustee shall collect and pay the income of the account to the beneficiary at least quarterly (and to the extent that all of the income cannot be collected from the account, the deficiency shall be paid from the principal of such trust or share). p. Distribution of Trust Property Our Trustee shall have the power to make any distribution or payment in kind or in cash, or partly in kind and partly in cash, and to cause any share to be composed of cash, property or undivided interests in property different in kind from any other shaze, either pro rata or non pro rata, without regazd to differences in the tax basis of such property and without the requirement of making any adjustment of the shazes by reason of any action taken pursuant. hereto. Any division, allocation, apportionment or valuation of the property to distribute the assets to or among any of the trusts, shares or beneficiaries shall be made by our Trustee, and the good faith determination of our Trustee shall be binding and conclusive on all parties. q. Litigation Our Trustee shall have the power to prosecute or defend actions, suits, claims or proceedings for the protection or benefit of our Trust and our Trustee in the performance of our Trustee's duties. r. Employment of Agents Our Trustee shall have the power to employ agents, including attorneys, accountants, investment advisors, custodians, appraisers or others, including any firm of which our Trustee is a member, to advise or assist our Trustee, to delegate to them fiduciary powers and to indemnify them against liability for positions taken in good faith and with reasonable basis. 14-6 s. Corporate Fiduciary If any stock of a corporate trustee, or of any affiliate or successor of a corporate trustee, shall be included in the assets of our Trust, our Trustee shall have full authority, in our Trustee's discretion, and notwithstanding any regulation or rule of law to the contrary to retain the stock and any increases resulting from stock dividends and stock splits and from the exercise of purchase rights and the purchase of fractional shares needed to round out fractional share holdings that may arise concerning the stock. Our Trustee shall vote the stock either directly or by proxy, except to the e.Ytent our Trustee is prohibited by Iaw from voting the stock, in accordance with the written instructions of a majority of the then living bene#iciaries then entitled to current distributions of income or their Personal Representatives. In the event no instruction is given, our Trustee is authorized to vote the stock in the best interests of the beneficiaries in view of the purposes for which our Trust was created. t. Investment Transactions With regard to record keeping for investment transactions, our Trustee need not provide copies of confirmations or similar notifications each time a trade or investment transaction occurs, but investment transactions shall be set forth in our Trustee's periodic accounting. u. Repairs and Improvements Our Trustee shall have the power to make ordinary or extraordinary repairs or alterations in buildings or other structures, to demolish any improvements, and to raze existing or erect new party walls or buildings. v. Business Personnel Our Trustee shall have the power to elect or employ directors, officers, employees, partners or agents of any business and to compensate such persons, whethc~~ ~~r not any such person is a Trustee, director, officer, partner or agent of our Trustee or a beneficiary of our Trust. 1~-7 w. Farm or Ranch Property With respect to farm or ranch property, our Trustee shall have all necessary powers to participate in and operate any farming (including tree farming) or ranch operation personally or with hired labor, tenants or sharecroppers, to lease any farm for cash or a share of crops under a lease that permits or precludes .the material participation of our Trustee to fertilize and improve the soil; to employ conservation practices; to participate in government programs; and to perform any other acts deemed by our Trustee necessary or desirable to operate the property. In making a decision whether to materially participate in farming or ranch operations, our Trustee shall consider whether an election should be made or has been made under Code Section 2032A to qualify for special farm-use valuation. s. A.ncillarv Trustees If, for any reason, our Trustee deems it advantageous to act through an ancillary Trustee, our Trustee may designate an ancillary Personal Representative or Trustee qualified to serve in the jurisdiction where such ancillary Trustee is to act and may delegate to such ancillary Trustee such of the powers granted under our Trust Agreement as our Trustee deems advisable without being chargeable with loss, if any, arising out of such designation or delegation. Our Trustee may specify whether any corporate Trustee, or any person or persons acting in azl ancillary capacity hereunder, shall serve with or without bond. Except as may be otherwise specifically provided, no ancillary Trustee need comply with the provisions of any Uniform Trustee's Accounting Act, the Uniform Trust Act or similar acts in force in any state where the fiduciary may be acting. y. Retention of Closely Held Interest Our Trustee shall have the power to retain any real estate interests, closely held securities or affiliated companies or business interests, and to sell or dispose of such interests only after careful consideration and after determining that sale or disposition is under the existing circumstances in the best interests of our Trust or its beneficiaries. 14-8 If at any time our Trust holds any stock in an S corporation, and our Trustee deems it appropriate for such corporation to maintain its Subchapter S election, or if our Trustee deems a Subchapter S election advisable for any corporation the stock of which is held in our Trust, our Trustee may take all of the necessary actions to segregate the S corporation stock, or other corporation stock for which a Subchapter S election is to be made, from the other assets of our Trust, and in our Trustee's discretion, and otherwise consistent with the terms of our Trust to the greatest extent possible, may form new trusts and may amend the terms of our Trust Agreement as would be necessary to establish Qualified Subchapter S Trusts to hold the said S corporation stock and assets in compliance with Code Sections li61(b) and 1361(d)(3). z. Exercise of Authority Except as otherwise provided in our Trust Agreement, our Trustee shall have the power to do all acts that might legally be done by an individual in absolute ownership and control of property. aa. Power to Divide or Combine Trusts Our Trustee shall have the power to divide a single trust into separate shares, each to be administered in accordance with the terms and conditions of the single trust from which they were created when our Trustee, in our Trustee's discretion, determines that division is desirable or advisable in view of tax considerations, including considerations related to income tax, gift tax, inheritance tax or generation skipping transfer tax or other objectives of the trusts and their beneficiaries. Our Trustee shall not be required to make a physical segregation or division of the various mist shares created under our Trust Agreement except as segregation or division may be required by reason of the termination and distribution of any of the trust shazes, but our Trustee shall keep separate accounts and records for different undivided interests. Our Trustee, in our Trustee's discretion, shall have the further power to combine two or more mists or trust shares having substantially the same terms into a single trust for purposes of administration when tax or other factors iric~ir.~.ie ilj.~St s2~.ch combination would be desirable or advisable. I~-9 In deciding whether to combine trusts or trust shares, our Trustee shall consider the generation skipping "inclusion ratio" of the trusts or trust shares to be combined. Trusts or trust shares having the same inclusion ratios may be combined. Trusts or trust shazes having different inclusion ratios should generally not be combined unless their inclusion ratios are maintained unchanged through substantially separate and independent shares of different beneficiaries within the meaning of Code Section 26~4(b) and the applicable regulations thereunder. Specifically, unless there is a Personal Representative, our Trustee has the authority to allocate any portion of our respective exemptions under Code Section 2631(a) to property as to which we are the respective transferor, including any property transferred by us during our lifetime as to which we did not make an allocation prior to our death. Our Trustee also has the authority to make the special election under Code Section 2652(a)(3). If Code Section 2631(a) or 26~2(a)(3) is not interpreted as to allow a Trustee to exercise such election, then a Personal Representative shall be appointed and is authorized to allocate our respective exemptions and to exercise the said special election. If our Trustee considers that any distribution from a trust or trust share hereunder, other than pursuant to a power to withdraw or appoint, is a taxable distribution subject to the federal generation skipping transfer tax payable by the distribute, our Trustee may increase the distribution by an amount that our Trustee would estimate to be sufficient to pay that tax and any additional tax thereon, and shall chazge the same against the trust or trust shaze to which the tax relates. If our Trustee considers that any termination of an interest in our Trust or a trust share hereunder is a taxable termination subject to the federal generation skipping transfer tax, our Trustee may pay that tax from the portion of the property to which the tax relates without any adjustment of the relative interests of the beneficiaries. 14-10 bb. Termination of SmaII Trust If at any time after the death of either of us' the costs of administration of our Trust (or any share thereof) are of such an amount in relation to the then principal and undistributed income of our Trust (or any share thereof) that our Trustee, in our Trustee's discretion, determines that our purposes in establishing our Trust would no longer be served, and if our Trustee deems it advisable to distribute the then principal and undistributed income of our Trust (or any share thereof) to the then living beneficiary or beneficiaries, our Trustee (other than either of us or any then current beneficiary of our Trust who, if then serving as a Trustee, may appoint an independent Trustee to serve only for the purpose of determ;n;ng the advisability of termination in such independent Trustee's sole discretion) array do so without responsibility on the part of our Trustee. Such a distribution on behalf of a beneficiary under a disability, in the Trustee's discretion, may be made to the Persona.! Representative of the person of such beneficiary, or to the parent of such beneficiary if such beneficiary is a minor, or may be applied by our Trustee for such beneficiary's benefit. 1=1-11 Article Fifteen General Provisions Section 1. Spendthrift Protection Neither the principal nor the income of any trust created or contained under our Trust Agreement shall be liable for the debts of a beneficiary nor shall the same be subject to seizure by any creditor of any beneficiary under any lien or proceeding at law or equity. Except to the extent otherwise expressly provided in our Trust Agreement, no beneficiary shall have the authority or power to sell, assign, transfer, encumber or in any manner to dispose of a beneficial interest, whether income or principal. The limitations herein shall not restrict the exercise of any power of appointment or the right to disclaim by any beneficiary. In addition, except as to any Survivor's Trust, if a Trustee, at a time that distribution to any beneficiary is directed to be made under the provisions of our Trust Agreement, in such Trustee's sole discretion, determines that reliance on government benefits, illness, substance dependency, bankruptcy, litigation or any factor tending to diminish the ability of a beneficiary to fully benefit from a distribution or to handle financial .affairs exists, our Trustee may withhold any such directed distribution and may extend the term of our Trust as to any portion of our Trust Estate otherwise allotted for any so affected beneficiary. Thereafter our Trustee may continue to distribute income or principal to such beneficiary as our Trustee may determine in our Trustee's sole discretion. Section 2. The Rule Against Perpetuities Unless sooner terminated or vested in accordance with other provisions of our Trust Agreement, all interests not otherwise vested, including, but not limited to, all trusts and powers of appointment created hereunder, shall terminate one day prior to twenty-one (21) years after the death of the last survivor of the group composed of us and our lineal descendants living on the date of the death of the first of us to die. At that time, distribution of all principal and all accrued, accumulated and undistributed income shall be made to the persons then entitled to distributions of income or principal and in the manner and proportions herein stated irrespective of their then attained ages. l~-1 Section 3. Incapacity A person shall be considered incapacitated in the event such person has been determined to be legally incompetent by a court of competent jurisdiction; has been certified by two licensed physicians to be unable to properly handle his or her own affairs by reason of physical illness or mental illness; or otherwise is unable freely to communicate for a period of 90 days. Section 4. Income and Principal Payments All payments of income or principal shall be made in such of the following ways as our Trustee determines appropriate: a. To each respective beneficiary in person upon his or her personal receipt; b. Deposited in any bank to the credit of such beneficiary in any account carried in his or her name or jointly with another or others; c. To the parent or legal representative of the beneficiary; d. To a Custodian under a Uniform Transfers to Minors Act or Uniform Gifts to Minors Act selected by our Trustee for such period of time under applicable law as our Trustee determines appropriate; e. To some near relative, friend or institution having primary responsibility for the care and custody of the beneficiary; f. By our Trustee using such payment directly for the benefit of such beneficiary; or g. To the Trustee of any revocable trust of which the beneficiary is the Trustor. 1~-2 Section 5. Limit on Trustee's Discretion Notwithstanding any other provision in our Trust Agreement, other than a Surviving Trustor with respect to a Survivor's Trust, no individual Trustee who is also a beneficiary hereunder ("Trustee- beneficiary") shall have any right, power, duty or discretion concerning our Trust Estate if such right, power, duty or discretion conferred upon such Trustee under our Trust Agreement amounts to a general power of appointment under Code Section 2041 or 2514 that would cause any assets of our Trust Estate to be included in the estate of such Trustee-beneficiary. Any such right, power, duty or discretion with such effect shall be null and void with respect to such Trustee-beneficiary. No Trustee who is under a legal obligation to any beneficiary of our Trust Agreement or other person shall under any circumstances partake in any decisions relating to any discretionary distributions of income or principal of our Trust Estate that can be used to discharge any such legal obligation of such Trustee. Section 6. No-Contest Clause If any person or entity, other than us, singularly or in conjunction with any other person or entity, directly or indirectly, contests in any court the validity of our Trust Agreement, including any amendments thereto, then the right of that person or entity to take any interest in the Trust Estate or to act in any fiduciary capacity shall cease, and that person (and his or her descendants) or entity shall be deemed to have predeceased us. Section 7. Disclaimer by Beneficiary No beneficiary shall be entitled to accelerate any distribution to the beneficiary or to terminate his or her trust interest and thereafter receive outright distribution by use of a disclaimer. Section 8. Captions The captions of Articles, Sections and Paragraphs used in our Trust Agreement are for convenience of reference only and shall have no significance in the construction or interpretation of our Trust Agreement. Section 9. Severability Should any of the provisions of our Trust Agreement be for any reason declared invalid, such invalidity shall not affect any of the other provisions of our Trust Agreement, and all invalid provisions shall be wholly disregarded in interpreting our Trust Agreement. 15-3 Section 10. Statutory References Unless the context clearly requires another construction, each statutory reference in our Trust Agreement shall be construed to refer to the statutory section mentioned, related successor sections, and corresponding provisions of any subsequent law, including alI amendments. Section 11. Simultaneous Deaths For purposes of our Trust Agreement, if we die under circumstances in which the order of our deaths cannot be established, the Trustor with the smaller taxable estate shall be deemed to have survived the Trustor with the larger taxable estate. If both of our taxable estates are equal, the Husband Trustor shall be deemed to be the survivor. If any beneficiary under our Trust Agreement and either or both Trustors die under circumstances in which the order of deaths cannot be established, the Trustors or Trustor shall be deemed to have survived the beneficiary, and our Trust Agreement shall be construed accordingly. Section 12. Gender and Number In our Trust Agreement, where appropriate, .except where the context otherwise requires, the singular includes the plural and vice versa, and words of any gender shall not be limited to that gender. Section 13. Governing Commonwealth Law Our Trust Agreement and the trusts created under it shall be construed, regulated and governed by and in accordance with the laws of the Commonwealth of Pennsylvania. 1 ~-=~ Section 14. Definitions The following terms as used in our Trust Agreement are defined as indicated: a. Beneficiary Designation The term "Beneficiary Designation" means any document executed by a Trustor that affects the manner of payment of amounts held in a plan (of whatever type) subject to the distribution rules of section 401(a)(9) of the Code or any commercial annuity or any similar deferred payment arrangement. b. Child, Children, Issue and Descendants The terms "child" or "children" mean lawful blood descendants in the first degree of the parent designated; and "issue" and "descendants" mean the lawful blood descendants in any degree of the. ancestor designated; provided, however, that if a person has been adopted, that person shall be considered a child of such adopting parent, and such adopted child and his or her issue shall be considered issue of the adopting pazent or parents and of anyone who is by blood or adoption an ancestor of the adopting parent or either of the adopting parents. The terms "child, " "children, " "issue, " "descendant" and "descendants" or those terms preceded by the teams "living" or "then living" shall include the lawful blood descendant in the appropriate degree of the ancestor designated even though such descendant is born after the death of a pazent. c. Code The term "Code" means the Internal Revenue Code of 1986, as amended from time to time. The terms "gross estate, " "adjusted moss estate, " "taxable estate, " "unified credit, " "state death tax credit, " "maximum marital deduction, " "marital deduction, " and any other terms that, from the context in which they are used, refer to the Code shall have the same meaning as such terms have for the purposes of applying the Code to our Trust Agreement. d. Contributive Share Contributive Share shall refer to property transferred to our Trust Estate by such Trustor during life or at death. e. Deceased Trustor The term "Deceased Trustor" means a Trustor who has died. 1~-~ f. Death Taxes The term "death taxes" means alI inheritance, estate, succession and other similar taxes that are payable by any person on account of that person's interest in the estate of the decedent or by reason of the decedent's death, including penalties and interest but excluding the following: 1. Any addition to the federal estate tax for any "excess retirement accumulation" under Code Section 4980A; 2. Any additional tax that may be assessed under Internal Revenue Code Section 2032A; and 3. Any federal or state tax imposed on a generation skipping transfer, as that term is defined in the federal tax laws, unless that generation skipping transfer tax is payable directly out of the assets of a trust created by our Trust Agreement. g. Education The term "education" shall be given broad interpretation and may include but not be limited to: i~ 1. High School Education at public or private elementary or high schools, including boarding schools. 2. College Undergraduate and graduate study in any and all f elds whatsoever, whether of a professional character in colleges or other institutions of higher learning. 3. Specialized Training Specialized formal or informal training in music, the stage, handicrafts, the arts, or vocational or trade schools, whether by private instruction or otherwise. 15-6 4. Other Educational Activities Any other activity including foreign or domestic travel that shall. tend to develop frilly the talents and potentialities of each beneficiary regardless of age. h. Heirs at Law References to someone's "heirs at law" mean individuals who are living at the event when property is directed to be distributed to them. Those individuals' identities and the shares of the distributable property that they each receive shall be determined under the intestacy laws of the Commonwealth of Pennsylvania which then govern the distribution of the personal property of a resident dying then, without creditors, owning only the distributable assets. i. Personal Representative The term "Personal Representative" means trustee, executor, executrix, administrator, administratrix, conservator, guazdian, custodian or any other type of personal representation. j. Per Stirpes ~ In every case in which a disposition of an interest is to be made to the issue of a person "per stirpes," it is intended that such disposition shall be made in accordance with the principle of representation. This principle in relation to our Trust Agreement means that whenever property is to be distributed to the issue of a person, such property shall be divided into as many shares as there are, at the time of disposition, living issue in the nearest degree of kinship to such person and then deceased issue in the same degree who left issue who are then living; each then living issue in the nearest degree receiving one share, and the share of each then deceased issue in the same degree being divided among his or her issue in the same manner. k. Retirement Account The term "Retirement Account" means any deferred payment account, whet}~e~° ar not considered a qualified plan under sections 401, 403, 408 or any otbe~ section of the Code, under which by reason of fiduciary accounting princilrie.~ ii~~ ;~ Eat. is considered earned but not immediately payable. 15-7 1. Retirement Account Trustee The term "Retirement Account Trustee" means the Trustee(s) of the Family Retirement Subtrust and Survivor's Retirement Subtrust created under our Trust Agreement. If there is more than one Trustee serving as Trustee of either or both the Family Retirement Subtrust and the Survivor's Retirement Subtrust, then for purposes of our Trust Agreement, all such Trustees shall be included in the term "Retirement Account T rustee". This definition of Retirement Account Trustee is intended to provide an efficient means to utilize a Beneficiary Designation to indicate the beneficiary of any Retirement Account benefits. 2. The Trustees of the Family Retirement Subtrust and the Survivor's Retirement Subtrust (collectively known, and previously referred to, as the "Retirement Account Trustee") shall divide all Retirement Account balances (the "Balance"), or rights thereto, between the Family Retirement Subtrust and the Survivor's Retirement Subtrust in accordance with the fractional formula division of income in respect of a decedent set out in Article Six; however, relative to such formula: (i) only property affected by a Beneficiary Designation shall comprise the denominator of the fraction; (ii) references to the Family Trust and Survivor's Trust shall be deemed to mean to the Retirement Subtrusts of each of those Trusts; and, (iii) any such division of the Balance shall be determined only after taking into account the other fractional formula allocations directed under Article Six. This Retirement Account Trustee arrangement is intended, and shall be interpreted for all purposes, to comply with the applicable requirements of the Code and Treasury Regulations, to obtain treatment of trusts and trust beneficiaries as designated beneficiaries under Code section 401 (a)(9), as amended. m. Surviving Trustor The term "Surviving Trustor" means a Trustor who survives a Deceased 1'rustor. n. Trust Estate The term "Trust Estate" mean's all of the property, real and personal, i~f~,«~;i:C'.;c: and tangible, that has been transferred to our Trustee, whether or not listed. on any Schedules. l~-8 o. Trustee's Discretion The term "discretion" with regazd to a Trustee means such Trustee's sole but reasonable judgment. In exercising any discretionary power with respect to our Trust, our Trustee shall at all times act in accordance with fiduciary principles and shall act reasonably under the circumstances and not in bad faith or in disregazd of the purposes of our Trust. p. Unused Generation Skipping Tan Exemption Equivalent The term "Unused Generation Skipping Tax Exemption Equivalent" means the generation skipping transfer tax exemption provided in section 2631 of the Code in effect at the time of death of a Trustor, reduced by the aggregate of (1) the amount, if any, of such exemption allocated by such Trustor or by operation of law to such Trustor's lifetime transfers and (2) the amount, if any, such Trustor or such Trustor's Personal Representative or Trustee has specifically allocated to property other than property to which such exemption is directed to be allocated by any applicable provision of our Trust Agreement. For purposes of our Trust Agreement, if at the time of death of a Trustor such Trustor has made lifetime transfers of property to which an inclusion ratio of greater than zero would be applicable and for which the gift tax return due date has not expired (including extensions) and a return has not yet been filed, it shall be deemed that the generation skipping transfer exemption has been allocated to such transfers to the extent necessary and possible to exempt such transfers from generation skipping transfer tax. q. Unused Unified Credit Equivalent The term "Unused Unified Credit Equivalent" means that value of a Deceased Trustor's taxable estate determined without regard to the marital deduction that can be transferred at death without causing any federal estate tax liability because of Any available Unified Credit, ?. The Credit for State Death Tax to the extent it does not increase the amount of death taxes payable to any state, 3. The Credit for Prior Transfers, 4. Allowable exclusions from the Taxable Estate, 15-9 and that is in excess of the net value of all property includable in the taxable estate of a Deceased Trustor that does not qualify for the marital deduction or any other deduction; whether that value passes outside of our Trust (by way of joint tenancy, life insurance contract, will, or otherwise) or under other provisions of our Trust. We have executed our Trust Agreement on the date set forth on the first page of our Trust Agreement. We certify that we understand our Trust Agreement and that it correctly states the terms and conditions under which our Trust Estate is to be held, managed and disposed of by our Trustee. We approve this revocable living trust in all particulars and request our Trustee to execute it. Trustors: /~~~ d _ _ RICHARD H. BENNIE A E. BENNIE Trustees: RICHARD H. BENNIE THELMA E. BENNIE 15-10 COMMONWEALTH OF PENNSYLVANIA ) SS COUNTY OF DAUPHIN ) On this mAY 13 1998 ,before me, ~ i,uo ~ ~ - L`j~~' yal~ ,the undersigned officer, personally appeared RICHARD H. BENNIE and THELMA E. BENNIE, Trustors and Trustees, known to me (or satisfactorily proven) to be the persons whose names are subscribed to the within instrument and acknowledged that they executed the same for the purposes therein contained. In witness whereof I hereunto set my hand and official seal. ~./ .~°~:G~,. No Public Title of Officer Niltflrlal 5881 u nmrry 1~1,wp~r~aupnin Couniync My C~mmisslnn Ex~ltee Nov. 8, 1999 ~ empar, annay vania ssoo at on o otarlea 1~-11