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Home My WebLink About10-03-11 1505611180 -~ REV-1500 EX (02-11)(FI) OFFICIAL USE ONLY PA De artment of Revenue Pennsylvania County Code Year File Number p DEPARTMENT OF REVENUE Bureau of Individual Taxes INHERITANCE TAX RETURN PO BOX 280601 ~ _~~ Harrisburg, PA 17128-0601 RESIDENT DECEDENT ~-~-~ ~' ~ C_/-/ ~ .~ ENTER DECEDENT INFORMATION BELOW Social Security Number Date of Death MMDDYYYY Date of Birth MMDDYYYY 296-14-5483 07102011 03081923 Decedent's Last Name Suffix Decedent's First Name MI BRAUN MARY J (If Applicable) Enter Surviving Spouse's Information Below Spouse's Last Name Suffix Spouse's First Name MI Spouse's Social Security Number THIS RETURN MUST BE FILED IN DUPLICATE WITH THE REGISTER OF WILLS FILL IN APPROPRIATE BOXES BELOW ~x 1. Original Return Q 2. Supplemental Return ~ 3. Remainder Return (Date of Death Prior to 12-13-82) Q 4. Limited Estate 0 4a. Future Interest Compromise (date of Q 5. Federal Estate T;ax Return Required death after 12-12-82) Q 8. Decedent Died Testate Ox 7. Decedent Maintained a Living Trust 0 8. Total Number of Safe Deposit Boxes (Attach Copy of Will) (Attach Copy of Trust) Q 9. Litigation Proceeds Received Q 10. Spousal Poverty Credit (Date of Death Q 11. Election to Tax under Sec. 9113(A) Between 12-31-91 and 1-1-95) (Attach Schedule. 0) CORRESPONDENT -THIS SECTION MUST BE COMPLETED. ALL CORRESPONDENCE AND CONFIDENTIAL TAX INFORMATION SHOULD BE DIRECTED TO: Name Daytime Telephone Number JAMES R. BRAUN 7177767435 First Line of Address 180 LEFEVER ROAD Second Line of Address City or Post Office State ZIP Code NEWVILLE PA 17241 Correspondent's a-mail address: REGISTER OF QOJLLS USE ONLY C7 ::.~;; x ~, ~ r__. ' ~ _~~ ~ -:` r:~ ~. , :~ l- -~-~ DA1i~~FILED t ; a-~ -4..~ r,~ ' 1 ;~ ~ -- rT= C.+'a l_~ __r ; Under penalties of perjury, I declare that I have examined this return, including accompanying schedules and statements, and to the best of my knowledye and belief, it is true, correct and complete. Declaration of preparer other than the personal representative is based on afl information of which preparer has any knowledye. SIGNATURE OF PERSON SPONSIBLE FOR FILING RETURN DATE ~ ~ ~~,6/i.'~ ESS 0 LEFEVER RD., NEWVILLE PA 17241 IG TURE OF PARER OTHER THAN REPRESENTATIVE ~ DATE ~~ ~~~~~ ~- r~r - c.t ADDRESS PADDEN GUERRINI & ASSOC_ 3425 SIMPSON FERRY RD_ CAMP HILL_ PA 17011 PLEASE USE ORIGINAL FORM ONLY Side 1 L 1505611180 1505611180 J REV-1500 EX (FI) Decedent's Name: MARY J B R A U N Decedent's Social Security Number 296-14-5483 RECAPITULATION 1. Real Estate (Schedule A) ........................................ . 1. NON E 2. Stocks and Bonds (Schedule B) ................................... . 2. NON E 3. Closely Held Corporation, Partnership or Sole-Proprietorship (Schedule C) .. . 3. NON E 4. Mortgages and Notes Receivable (Schedule D) ....................... . 4. NON E 5. Cash, Bank Deposits and Miscellaneous Personal Property (Schedule E) ... . 5. NON E 6. Jointly Owned Property (Schedule F) Separate Billing Requested ..... .. 6. 4 9 9 O . O 0 7. Inter-Vivos Transfers & Miscellaneous Non-Probate Property (Schedule G) OSeparate Billing Requested ..... .. 7. 4 4 2 9 9 5. 0 0 8 Total Gross Assets (total Lines 1 through 7) ........................ .. 8. 4 4 7 9 8 5. 0 0 9. Funeral Expenses and Administrative Costs (Schedule H) ............... . 9. 16563 • OO 10. Debts of Decedent, Mortgage Liabilities and Liens (Schedule I) ........... . 10. 12 2 4 • O 0 11. Total Deductions (total Lines 9 and 10) ............................ . 11. 17 7 8 7 . 0 0 12. Net Value of Estate (Line 8 minus Line 11) .......................... . 12. 4 3 019 8 • 0 0 13. Charitable and Governmental Bequests/Sec 9113 Trusts for which 0 O 0 an election to tax has not been made (Schedule J) ..................... . 13. • 14. Net Value Subject to Tax (Line 12 minus Line 13) .................... .. 14. 4 3 019 8 . 0 0 TAX CALCULATION -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 .0 0 15. O.O O 16. Amount of Line 14 taxable at linealrateX.O 45 430198.00 16. 19358.91 17. Amount of Line 14 taxable at sibling rate X . 12 17. 0 . 0 0 18. Amount of Line 14 taxable at collateral rate X . 15 18. 0 . 0 0 19. TAX DUE .......................................................19. 20. FILL IN THE BOX IF YOU ARE REQUESTING A REFUND OF AN OVERPAYMENT Side 2 1505611280 19358.91 1505611280 1505611280 J REV-1500 EX (FI) Page 3 Decedent's Complete Address: File Number 296-14-5483 DECEDENT'S NAME MARY J BRAUN STREET ADDRESS 180 LEFEVER ROAD CITY NEWVILLE STATE PA ZIP 17241 Tax Payments and Credits: 1. Tax Due (Page 2, Line 19) 2. CreditslPayments A. Prior Payments B. Discount 3. Interest 967.95 Total Credits (A + B ) 4. If Line 2 is greater than Line 1 + Line 3, enter the difference. This is the OVERPAYMENT. Fill in box on Page 2, Line 20 to request a refund. 5. If Line 1 + Line 3 is greater than Line 2, enter the difference. This is the TAX DUE. (1) __ _19358.9.1 (2) 967.95 (3) (4) 0.00 (5) 18390.96 Make check payable to: REGISTER OF WILLS, AGENT PLEASE ANSWER THE FOLLOWING QUESTIONS BY PLACING AN "X" IN THE APPROPRIATE BLOCKS 1. Did decedent make a transfer and: Yes No a. retain the use or income of the property transferred ................................................................................ ....... [] ^ b. retain the right to designate who shall use the property transferred or its income .................................... ...... [] ^ c. retain a reversionary interest ................................................................................................................... ....... ^ ^X d. receive the promise for life of either payments, benefits or care? ............................................................ ...... [] ^X 2. If death occurred after Dec. 12, 1982, did decedent transfer property within one year of death without receiving adequate consideration? ................................................................................................... ....... ^ ^X 3. Did decedent own an "in trust for" orpayable-upon-death bank account or security at his or her death? ...... ...... [] ^ 4. Did decedent own an individual retirement account, annuity or other non-probate property, which contains a beneficiary designation? .............................................................................................................. ...... [~ ^ IF THE ANSWER TO ANY OF THE ABOVE QUESTIONS IS YES, YOU MUST COMPLETE SCHEDULE G AND FILE IT AS PART OF THE RETURN. For dates of death on or after July 1, 1994, and before Jan. 1, 1995, the tax rate imposed on the net value of transfers to or for the use of the surviving spouse is 3 percent [72 P.S. §9116 (a) (1.1) (i)]. For dates of death on or after Jan. 1, 1995, the tax rate imposed on the net value of transfers to or for the use of the surviving spouse is 0 percent [72 P.S. §9116 (a) (1.1) (ii)]. The statute does not exempt a transfer to a surviving spouse from tax, and the statutory requirements for disclosure of assets and filing a tax return are still applicable even if the surviving spouse is the only beneficiary. For dates of death on or after July 1, 2000: • The tax rate imposed on the net value of transfers from a deceased child 21 years of age or younger at death to or for the use of a natural parent, an adoptive parent or a stepparent of the child is 0 percent [72 P.S. §9116(a)(1.2)]. • The tax rate imposed on the net value of transfers to or for the use of the decedent's lineal beneficiaries is 4.5 percent, except as notes! in (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. REV-1509 EX+ (01-10) pennsylvania DEPARTMENT OF REVENUE INHERITANCE TAX RETURN RESIDENT DECEDENT SCHEDULEF JOINTLY-OWNED PROPERTY ESTATE OF: FILE NUMBER: If an asset became jointly owned within one year of the decedent's date of death, it must be reported oin Schedule G. SURVIVING JOINT TENANT(S) NAME(S) ADDRESS RELATIONSHIP TO DECEDENT A. JAMES R BRAUN 180 LEFEVER RD SON nIG\A/\/II I G PA 177d9 B. C JOINTLY OWNED PROPERTY: ITEM NUMBER LETTER FOR JOINT TENANT DATE MADE JOINT DESCRIPTION OF PROPERTY INCLUDE NAME OF FINANCIAL INSTITUTION AND BANK ACCOUNT NUMBER OR SIMILAR IDENTIFYING NUMBER. ATTACH DEED FOR JOINTLY HELD REAL ESTATE. DATE OF DEATH VALUE OF ASSET °6 OF DECEDENT'S INTEREST DATE OF DEATH VALUE OF DECEDENT'S INTEREST 795.861 SHARES FIDELITY MUNICIPAL INCOME FUND A/C 1. A. 111101 NUMBER 2AR-961779, $12.54 PER SHARE, SYMBOL 9980.00 50.00% 4,990.00 FHIGX 0.00 0.00 0.00 0.00 0.00 O.GO 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 TOTAL (Also enter on Line 6, Recapitulation) I g, 4,990.00 If more space is needed, use additional sheets of paper of the same size. REV-1510 EX+(OS-09) SCHEDULE G pennsylvania INTER-VIVOS TRANSFERS & DEPARTMENT OF REVENUE INHERITANCE TAX RETURN MISC. NON-PROBATE PROPERTY RESIDENT DECEDENT ESTATE OF MARY J BRAUN FILE NUMBER This schedule must be completed and filed if the answer to any of questions 1 through 4 on page three of the REV-150() is yes. ITEM NUMBER DESCRIPTION OF PROPERTY INCLUDE THE NAME OF THE TRANSFEREE, THEIR RELATIONSHIP TO DECEDENT AND THE DATE OF TRANSFER.ATTACHACOPYOFTHEDEEDFORREALESTATE. DATE OF DEATH VALUE OF ASSET % OF DECD'S INTEREST EXCLUSION (~FAPPLICABLE) TAXABLE VALUE 1. BRAUN LIVING TRUST EST. MAY 22, 2003, TRUSTOR 0 MEMBERS FIRST FCU 0 ACCOUNT NUMBER 0000336664 96,667 100.00% 96,667 0 2. BRAUN LIVING TRUST EST MAY 22, 2003, TRUSTOR 0 PENTAGON FEDERAL CU 0 ACCOUNT NUMBER 4198474-56-3 159,953 100.00% 159,953 0 3. BRAUN LIVING TRUST EST MAY 22, 2003, TRUSTOR 0 WELLS FARGO CHECKING 0 ACCOUNT NUMBER 165110456895 57,683 100.00% 57,683 0 4. BRAUN LIVING TRUST EST MAY 22, 2003, TRUSTOR 0 WELLS FARGO MONEY MARKET 0 ACCOUNT NUMBER 1010047068625 4,197 100.00% 4,197 0 5. BRAUN LIVING TRUST EST MAY 22, 2003, TRUSTOR 0 WELLS FARGO CD 0 ACCOUNT NUMBER 012222061036064 16,578 100.00% 16,578 0 6. BRAUN LIVING TRUST EST MAY 22, 2003, TRUSTOR 0 USAA TAX EXEMPT FD, SYMBOL USATX, $12.90 SH, 5,306.9 SHS 0 ACCOUNT NUMBER 44900763503 68,459 100.00% 6$,459 0 7. BRAUN LIVING TRUST EST MAY 22, 2003, TRUSTOR 0 PERSONAL AUTO - 2006 CHEVY MALIBU 11,500 100.00% 11,500 SERIAL NO. 1G1ZT51876F259308 0 0 8. EMPLOYEES LIFE COMPANY (MUTUAL) 0 IRA POLICY NUMBER L097938 17,206 100.00% 17,206 0 9. TRANSAMERICA ANNUITY 0 ACCOUNT NUMBER 42202972 10,752 100.00% 10,752 0 0 0 0 0 0 0 0 0 0 0 0 0 TOTAL (Also enter on Line 7 Recapitulation) $I 442,995 If more space is needed, use additional sheets of paper of the same size. REV-1511 EX+(10-09) pennsylvania DEPARTMENT OF REVENUE INHERITANCE TAX RETURN RESIDENT DECEDENT SCHEDULE H FUNERAL EXPENSES AND ADMINISTRATIVE COSTS ESTATE OF FILE NUMBER MARY J BRAUN Decedent's debts must be reported on Schedule I. ITEM NUMBER DESCRIPTION AMOUNT A. FUNERAL EXPENSES: 1. FUNERAL RECEPTION - LETORT VIEW 329 2. FUNERAL - EWING BROTHERS 7,633 3. DAWSON FUNERAL HOME 5,813 4. RICHARD MONUMENTS 100 B. 1 ADMINISTRATIVE COSTS: Personal Representative Commissions: Name(s) of Personal Representative(s) Street Address City Year(s) Commission Paid: 2. Attorney Fees: 3. Family Exemption: (If decedent's address is not the same as claimant's, attach explanation.) Claimant 4. 5. 6. 7. 8. Street Address City State Relationship of Claimant to Decedent Probate Fees: Accountant Fees: Tax Return Preparer Fees: USAA AUTO INSURANCE - 2006 CHEVY MALIBU 6 MOS. TIRES FOR 2006 CHEVY MALIBU 1, 500 448 740 TOTAL (Also enter on Line 9, Re If more space is needed, use additional sheets of paper of the same size. State ZIP ZIP REV-1512 EX+(~2-08) pennsylvania DEPARTMENT OF REVENUE INHERITANCE TAX RETURN RESIDENT DECEDENT SCHEDULEI DEBTS OF DECEDENT, MORTGAGE LIABILITIES 8~ LIENS ESTATE OF FILE NUMBER MARY J BRAUN Report debts incurred by the decedent prior to death that remained unpaid at the date of death, including unreimbursed medical expenses. REV-1513 EX+ (01-10) pennsylvania SCHEDULE J DEPARTMENT OF REVENUE INHERITANCE TAX RETURN BENEFICIARIES RESIDENT DECEDENT ESTATE OF: FILE NUMBER: MARY J BRAUN RELATIONSHIP TO DECEDENT AMOUNT OR SHARE NUMBER NAME AND ADDRESS OF PERSON(S) RECEIVING PROPERTY Do Not Llst Trustee(s) OF ESTATE TAXABLE DISTRIBUTIONS [Include outright spousal distributions and transfers under Sec. 9116 (a) (1.2).] JAMES R. BRAUN 1 ~ 180 LEFEVER ROAD SON 0.25 NEWVILLE, PA 17241 2 JOHN D. BRAUN ~ 276 PELICAN DR N SON 0.25 OLDSMAR, FL 34677 3. REBECCA L. LEIDICH 12219 DOVE HILL CT DAUGHTER 0.25 DERBY, KS 67037 4. RONALD A. BRAUN 8602 CROSSPOINTE LOOP SON 0.25 ANCHORAGE, AK 99504 ENTER DOLLAR AMOUNTS FOR DISTRIBUTIONS SHOWN ABOVE ON LINES 15 THROUG H 18 OF REV-1500 COVER SH EET, AS APPR©PRIATE. II NON-TAXABLE DISTRIBUTIONS A. SPOUSAL DISTRIBUTIONS UNDER SECTION 9113 FOR WHICH AN ELECTION TO TAX IS NOT TAKEN: 1. B. CHARITABLE AND GOVERNMENTAL DISTRIBUTIONS: 1. TOTAL OF PART II -ENTER TOTAL NON-TAXABLE DISTRIBUTIONS ON LINE 13 OF REV-1500 COVER SHEET. $~ 0.00 If more space is needed, use additional sheets of paper of the same size. bra a~-. Motor Company, Inc. / j ~. ~~/~ ~ ti~ ~ BllICK ~~~ TRUCKS %i ~'"~ I4o2 Ko1Cy Puce, Carlfsle, PennsyCvania 17013 • Telephone 717-?43-3066 • 7:4X 'r17-~ 49-7998 EMPL-OGEES LIFE COMPt1NY<MUTUAL) July 26, 2011 James R. Braun 180 LeFever Rd Neurville PA 17241 Re: Policy No. L097938 (IlZA) Deceased: Mary J. Braun Beneficiary: Braun Living Trust, dated OS-22-03 Dear Mr. Braun We are sorry to learn of the loss of our annuitant and wish to express our sincere sympathy to the remaining family members. We wtI1 require a certification of the Trust with any amendment. The certification of the trust should include the declaration page, the page that names the trustee(s) and the successor trustee(s) and the signature page. Be sure that the Trust's Tax ID number is provided on the form. The IRS requires the Trust to Izave its own Tnx I D ncrn26er (TIll~ Please refer to page 3 of the enclosed W-9 Form for instructions on obtaining the TIN. If you need assistance, please contact mE. The enclosed Individual Claim form and W-9 is to be completed and signed by the trustee(s).. If there is more than one trustee, copy the enclosed Individual Claim Form, IRS Fonn W-9 and have each trustee complete these forms. Return the forms along with the original policy and Certified Death Certificate showing the cause of death. The death benefit as of July 10, 2011 was $17,205.94. We have indicated the policy number(s) in effect for the deceased insured. However, if you feel that we have omitted a policy with our company, please write that policy number with the other policy number(s). Also, please advise on the claim form any aliases or other names that the deceased insured may have been known by. If you have any questions, do not hesitate to contact us Monday through Thursday between the hours of 8:00 a.m. and 4:30 p.m. Our office closes at 1:00 p.m. on Fridays (Central Time). Sincerel , ~~ c2~ y ~~ Mary Navu'1is Claims Supervisor Policyowner Benefit Department Enc `~76 SHERSI'OOT? DRIVr LATE BLUFF, ILLINOIS 60044-2285 (847) 245-6000 (800) 321-3526 1~AX (847) 295-77.45 OCAL REGISTRAR'S (;ERTIIFIGAT'Iq~N GF DEA1"Fi '~'Vl~RMING: I# is illegal to duplicate this u~spy gay pho•tosta# or photograKt 1 cc i~>r thi.~ .~ertlir~atr `,(11P+? P 17451934 -- --- - c~ertitleatlt,n ~r(rf,1~~6`I z a ~;~' ~rr ~ * Lr,~ s . _ ( q` >' I, ;t, :I:~~ , I I II i l.. ~ `! . lllitfll~ I n ~-ti ~. ~-~KG~ H10S743 REV 112DOG TYPE / PRINr IN PERMANENT BUCK INN COMMONWEALTH OF PENNSYLVANIA • DEPARTMENT OF HEALTH • VITAL RECORDS CERTIFICATE OF DEATH (See instructions and examples on reverse) ~r,r< <„ ~ ,,,,,,ono illr il~flyrmati(m here <,i~-cn i~ 1; cni~~inal CLltifi~ t~tcl~ll-Death 111L,L1 Ru1l~tlur the ori~ttnal r'~,1r~lr~l tti the State Vital "i?L.lletll 1(111 I1 ,?. Date Is~(ted 1. Name of Decedent (FItM, middle, last, sugix) 2. Sex 3. Sodal Security Number 4. Dale Of Death (Monet, tley, year) Ma Jose Nine Braun F 296 - 14 - 5483 July 10, 2011 s. Age I~t aMlmyl omen 1 er under 1 m s. Data d arm Manm, da , 7. B c am date q iqa coum ee. Place d Deem etas ae Monms Deya !lours MkW« Hospltel: Other I-~ 88 rra. 3/8/1923 st Live 1, OH ^mpeaeM ^ER/Ou~etient ^DOA ~Nurseg Home ^Resitlerrce Romer"Specify: W. County d Deem Bc. Csy, Bono, Twp. d Deem fitl. Facility Nama (If rKK Insgidim, give street end number) 9. Was DecedeN of Hhpenk OdginT ®No ^ Yes 10, eta: Amenwn Iglien, Black, White, arc. - Cumberland North Middleton Church of God Hc[ne (Ii yes, spedry Cuban, Mexkan, PwrtD Rlcan, ell.) (Slxrs7Y) White 1 t. Decedent's Usual Occ anon Kira d work tlone B urin most of wont Ida. Do not stale retl t2. Was Decetlent ever in de 13. DecedenYS Etlucation (Spetlty Doty highest grade mrtp leied) 14. Mental Status: Mameq Never Marred i 15. Survrvkg Spo gwe maiden reme) use (g wile KiM Of Wqk Kkddeusireu/IMuslry U.S. Amed Forces? Elements ! Secontle 012 ry ( ) Coll e9e (13 or 5+) , , Wdawetl, ONOnxsd (SpecityJ Hanemaker Her CNA1 home ^ Yes ~ No 1 ~ Wldowed - - 16. Detredenrs Mailing Adtlress (Street, oily I town, state, ziP rode) DecetlanYS PA Did Decedent S i 1 S l 2100 Bent Creek Blvd V0r pr Actual Resitlance 17a. State Live in a 17c.~Ves, Decetlenl Lived in - nq Twp . McChanlC bllr PA 17050 Cumberland T°""""'p? ,7d.^NO, Decedent LNad wdhin 176. County , S Actual Limits of Ciryl BPrp 1B. FeIMIs Neme (First, midge, 1831, sotto) 19. Mothers Name (First, middle, maiden Sumeme) John Fr 1' Curr Florence - Jackson 20a. Inlortnenl's Name (Type! Pnntl 20b. InfomaM's M6Nkg Atldress ISiree6 city / rotor, stele, zq coda) James R. Braun 180 Lefever Road, Newville, PA 17241 21 a. Memotl d Dapwigon ^ Cremegon ^ DarHtDn - 21 b. Date of D'apwigon (Month, day, year) 21c. Place of Dispoeabn (Name of tematery, gamalory q other placer 21 d. '-Dragon (City/lawn, slatb, zip cDOe) I~ Bunal ® Removal horn Slate i Was Crematbn or 13oraUm ANhodxW ^ otnar" ' by MMlul Examin«/Coroner? ^ Y«^ No - 7/1 8/201 1 R1VerV1eVJ Canete Ea.St LIVE.' p01, OH 22a. d F Licens6e (or persm 22D. Lice u Number 22c. Name and Adtlress d Facility FD 012633 L Fleeing Brothers Funeral Home, Inc., Carlisle., PA 17013 ems 23ac only wfam cen6ymg 23 ° t best d my knowledge, rte0 at me gets, date and led. (Signature antl age) 23b. License Number 2 ate Sig tl'. IMOMh, day, year) physician W nal aveaeble ei Moe d seam k cemly Taws d Deem. 1' ~ , ~ O Z~ Items 24-26 must ba cgrgleted M person h d m 2d. 7im d Deem 25 a P Deatl (Month, tlay, yea) 26. Was Case Referretl Io M ~ Examiner I Groner b Reason r man Cremelbn ar Donatbn? w o prangrncea ee . hM. ' ~ ~ o ^ Yes CAUSE O EATM (See InatruMl ends plea) r Approximate interval: Part II: Enter other s~sanl arltlil ae tontnbube to death 26. Ditl Tobacco se Conin6de to Death? Ikrn 27. Part I: Enter de drain of events-diseases, mjun«, or compNcanons " mat dreary cawed me deem. W Tenter lemiinel events such as cardiac arrest, Onmi to Deem but rot resdgrg M the untleryirg cause given in F'ad I. ^ yes '~ p,o6a respuamry ertasL q veniricWar libdflatim wimoul showing ae elbbgy. List qtly ore suss one line. / J , ' ^ No ~I. ^ Unknown IMMEDIATE CAUSE ((Ford dsease or ~ D q~ ~ ~y / oondnon reslAingndeam) ~- ^ ( ~ IiY~V` ~ ~ 29. If Female: ~Y ~' "~_ a. _t vx'I.L'/Llw~. r ~L9 ~ ^ Du to tar as a conseRwrxe on: Skeaod rlnegtlyre4sl tmdMims, it enY, y i rq a -- -- ~ ~ ~` ~~v~ L~t~r~ Na preg~ent wimin pwt year ^ Pregnen' at time of tleam Due to (or as a con gr segwnce op: ~ Enter a UNDEISLYNG CAUSE ^ Not pregjlan4 but pregnant wXhin 42 tleys (dreease q injury met inPoated de events resulting W death) UST. t or tleath', ^ pus ID (or es a mrrsegwnce D0: Not preghant, Out t a3 da to 1 ear Pregnan ys y d - before tlbam ^ Unbrowd if pregwM wiWn me past year 30a. Was en Autopsy Perigmed7 30b. Were Autopsy Fmdngs A i 31. Manner of Death 32a. Date of Inlury (Monet, day, year) 32b. Describe How Inlury Occurred 32c. Place of Injury: Hom• Faml, Street, Factory, va Wde Prior to Complelbn ~NaWrel ^ Ilantldde Office BWMMg, etc. (Specify) of Cause d Death? ~-,/ ^ Yes NCJ No ^ Yes ^ No ^ Accitlenl ^ Pentling Invesligagan 320. Time of Injury 32e. Injury at Woq? 32f. it Transpgtagon Injury (Speciy) 32g. Localpn of injury ISireel, cdy I town, sale) /` ^ Suicitla ^ Coultl Not lk Determined ^ vas ^ No ^ Dnverl Operator ^ Passenger ^ Pedesinan M' ^ Omer - Spedly 338. CedKer (check aMy one) 33b. agnelure end TI of CeMaer • bddying phyNOisn (PhYeean certiying cause of Oeam when aromer pfysksan has p deem ant mmpleled Ilam 23) { / ~ ,p To Hra beat d M my aowl.dg.,a..moccarreadaaoBl.oar(s).nom.nn«.aatwd--------------------------------- ~ ~ ' j • Prorrouncing and oeltllylrg physklan (Physidan boor prgeundrg deem antl caruryirg ip our of deem) ~ 33c. Licerree Number 33d. Dale Signed (Month, day, year) To Hu brl d my knowNdge, tlasln occurted st IM time, Bete, and plea, and dr b Ur ewse(e) azM manna, ae staled_ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ ^ • Ysde.l E..rMn.rf Coroner N t7 0" P 'l ~-~ I I I I I On tlra basis d axaminetbn and / or invrtlgatlan, In my opinbn, death occurred rt the lima, dNa, entl place, and due to the ouaep) and many, ea aWerL ^ 34. Name and Adtlre« ofTPer~on Who Completed Cause d Death Iltem 27) Type I Pdnl ~ ~ 35 i lr R d k at U~~ lC'~ s v Ifv\ U ~ 1C . eg s ri ~ ~ ~ ~ ~ I ~ ~ 1 I ~ ~ ~ ~ 3fi 1 Fled (Monet, Bey, year! c . ~ ~ 3~~ ~ 3z~~T~xor~ ~g~ + tirll• S]t,kl S ~~ I,o~- // II Disposdion PertnA No' n vo ~ a a Last Will of MARY J. BRAUN Table of Contents Article One -Introductory Provisians ........................................... 1-1 Article Two -Appointment of My Personal Representatives .................... . .... 2-1 Article Three -Disposition of My Property . .................. . .................... 3-1 Article Four -Death Taxes . .................................................... 4-1 Article Five -General Provisions . ............................................... ~-1 **~. 1 ,` Last Will of MARY J. BRAUN I, MARY J. BRAUN, the Testatrix, also known as MARY JOSEPHINE BRAUN, being a resident of Cumberland County, Pennsylvania, having Social Security Number 296-14-5483 and -being born on March 08, 1923, declare that this is my Last Will & Testament. I hereby revoke any and all of my previous Wills, amendments and codicils. Article One Introductory provisions Section 1. Marital Status I am not currently married. Section 2. Children All references to "my children", subject to the exclusion of any child under subsequent provisions of this Section 2, are to all of the children so identified in this Section 2, but only to those children and any children born to or adopted by me subsequent to the execution of this Will. A. The names and birth dates of my children are: Name Birth Date JOHN DAVID BRAUN June 22. 1943 JAMES RICHARD BRAUN November 09, 1944 REBECCA LYNN LEIDICH 3une 06, 1953 RONALD ALLEN BRAUN September 24, 1955 **** 1-1 Article Two Appointment of My Personal Representatives Section 1. Nomination of My Personal Representatives I appoint the following to be my Personal Representative in the order of priority in which their names appear: JAMES RICHARD BRAUN JOHN DAVID BRAUN REBECCA LYNN LEIDICH RONALD ALLEN BRAUN If, for any reason, the Personal Representative named above are unable or unwilling. to serve, the next successor Personal Representative shall serve in the order of priority listed until th~° list has been exhausted. Unless otherwise specified, if Co-Personal Representatives are serving, the next named successor Personal Representative shall serve only after all of the Co-Personal Representatives cease to act as Personal Representatives. Section 2. Waiver of Bond No bond, security or undertaking shall be required of any Personal Representative nominated in this Will. I further direct that Fiduciaries appointed under this Wi11 shall not be required to file annual accounts with a court as otherwise required by State law. Section 3. General Powers My Personal Representative shall have the full authority to administer my estate under the laws of the State of Pennsylvania relating to the powers of fiduciaries, including any laws regarding the independent administration of estates, such powers to be exercisable without the s~apen`isian or approval of any court. The fiduciaries appointed herein shall, in addition to all of the other powers provided for herein, have all the powers specified for fiduciaries contained in the Code of Pennsylvania, as amended, which powers are hereby incorporated herein by reference,. __*• 2-1 Article Three Disposition of My Property Section 1. Estate Planning Letter and Costs To the extent permitted by state law and not necessary to fully utilize my Unused Appl~.icable Credit Equivalent, my Personal Representative shall distribute such of my personal or household items to such persons as I may direct by a written instrument signed by me and delivered to my Personal Representative. I further direct that my Personal Representative pay all of my funeral and burial. expenses, if not otherwise paid from my assets, including the costs of a monument or marker over my grave or the costs of an urn. Section 2. Distribution to My Revocable Living Trust I give all the rest, residue and remainder of my property of whatever nature and kind and wherever located to the then acting Trustee of my revocable living trust of which I am a Trustor ]crown as the: BRAUN LIVING TRUST, dated May 22, 2003 and any amendments thereto. I executed said trust prior to the execution of this Will. Section 3. 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 properly as a testamentary trust the provisions of which are identical to those of my revocable living trust on the date of execution of this Will, or as thereafter amended. _*** 3-1 Article Four Death Tages Section 1. Definition of Death Tages The term "death taxes," as used in this 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 e;xcluding the following: a. Any additional tax that may be assessed under Internal Revenue Code Section 2032A or 2057; and b. Any federal or state tax imposed on a Generation 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 Tages 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 my Trust. However, if my Trust does not exist at the time of my death or if the assets of my 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 my Trustee from the assets of my probate estate by equitably prorating and apportioning those taxes among the beneficiaries of this Will. Unless specifically provided otherwise in my Trust, all death taxes incurred by reason of assets being transferred outside of my Trust or probate estate shall be assessed against those persons receiving such. properly. _**• 4-1 Article Five General Provisions Section 1. No Contest Clause If any person or entity singularly or in conjunction with any other person or entifiy, directly or indirectly, contests in any court the validity of this Will including any codicils thereto, then the nght of that person or entity to take any interest in my estate shall cease and the demise of that person (and his or her descendants) or entity shall be deemed to have occurred prior to mine. 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. Section 3. Severability Should any of the provisions of this 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. *_** 5-1 I signed this, my last will, on May 22, 2003. MARY UN ATTESTATION CLAUSE On this May 22, 2003, MARY 7. BRAUN, Testatrix, personally Published and Declared the foregoing instrument, as and for her Last Will -and Testament, in the presence of each of us and all of us together, who, at her request, in her presence, and in the presence of each other, also signed the said instrument as witnesses. We further state that each of us believes that at the time she executed the foregoing instrument she was of sound mind and memory, of lawful age, and did so execute it as her own free act and deed and not unde e constraint or undue influence of any person. ~Ss ~q~i 6~-~'Qx c/A ~2®j o City, S ate, Zip ~'Jitness / Street Address r ~~~_~~'~~. ~C2D City, State, Lip **.. ~-2 Acknowledgment Commonwealth of Virginia County of Fairfax I, MARY 1. BRAUN, the Testatrix, whose name is signed to the attached or foregoing instrument, having been duly qualified according to law, do hereby acknowledge that I signed and. executed the instrument as my Last Will; and that I signed it willingly and as my free and voluntary act for the purposes therein expressed. Sworn to or affirmed and acknowledged before me by MARY 1. BRAUN, the Testatrix, on this May 22, 2003. EZY UN ~ture oz omcer or a o and official capaci °r or state of admission Commonwealth of Virginia County of Fairfax JOHN D. STEFFAN NOTARY PUBLIC COMMONWEALTH OF VIRGINIA MY COMMISSION EXPIRES DEC. 31, 2005 Affidavit We, ~-Co°r~ 1~(~~ao ~ and ~~~ ~ {~~ (~~c;~~ ,the witnesses whose names are signed to the'attached or foregoing instrument, being duly qualified according to law, do depose and say that we were present and saw the Testatrix sign and execute the instrument as her Last Wi11; that the Testatrix signed willingly and executed it as her free and voluntary act for the purposes therein expressed; that each subscribing witness in the hearing and sight of the Testatrix signed the will as a witness; and that to the best of our knowledge the Testatrix was at the time 18 or more years of age, of sound mind and under no constraint or undue influence. worn to or aff rmed and subscribed to before me by ~~ 'C~ r A c~ o ~} ~ ~-. and ~~CC ~ ~. j~~'~P~~~~ ,witnesses, on May 22, 2003. _,./ ; •~ gnature of officer or ey J JOHN D. STEFFAN NOT/~RY PUBLIC COMMONWEALTH OF VIRGINIA MY COMMISSION EXPIRES DEC. 31, 20(1 Seal and official capacity of officer or state of admission of attorney **** S-3 ~- ~- This LIVING TRUST prepared for MARY J. BRAUN STEFFAN & MACDO.NALD, L.L. C. An Association ofProfessionat Corporations 4020 University Drive, Suite 207, Fairfax, VA 22030 Tel; (703) 691-4310 • Fax: (703) 697-0744 1620 L Street, N. W:, Suite 825, Washington, D. C. 20036 Tel: (800) 692-2070 • Fax: (202) 393-3680 2003 ~' All Rights Reserved l ~' BRAUN LIVING TRUST Table of Contents Article One Trust Creation ................................... 1-1 Article Two The Trust Estate .................................. 2-1 Article Three Appointment of Trustees . ............................ 3-1 Article Four Trustor's Lifetime Rights . ........................... 4-1 Article Five Administration at Death of the Trustor ................... 5-1 Article Six Specific Distributions of Trust Property .................. 6-1 Article Seven Common Pot Trust ................................ 7-1 Article Eight Division and Distribution of Trust Property . ............... 8-1 Article Nine Distribution If No Designated Beneficiaries . ............... 9-1 Article Ten Trustee Administration ............................ 10-1 Article Eleven Trustee Powers ................................. 11-1 Article Twelve General Provisions . .............................. 12-1 I BRAUN LIVING TRUST Article One Trust Creation Section 1. Parties to My Trust My Trust Agreement, dated May 22, 2003, is made between MARY J. BRAUN, the 'Trustor, also known as MARY JOSEPHINE BRAUN, and the following Initial Trustees: MARY J. BRAUN JAMES R. BRAUN This Trust Agreement is a grantor trust under the provisions of the Internal Revenue Code. MARY J. BRAUN'S Social Security Number 296-14-5483 may be used as the tax identification number for my Trust. Section 2. Name of My Trust My Trust may be referred to as the: BRAUN LIVING TRUST, dated May 22, 2003. The formal name of this Trust and the designation that may be used for the transfer of title to the name of this Trust is: MARY J. BRAUN and JAMES R. BRAUN, Trustees, or their successors in trust, under the BRAUN LIVING TRUST, dated May 22, 2003 and any amendments thereto. Section 3. Revocable Living Trust My Trust is a revocable trust. Section 4. Trustor as Trustee Unless otherwise provided in my Trust Agreement, when I am serving as Trustee under my Trust Agreement, I may conduct business and act on behalf of my Trust without the consent of any other Trustee. Additionally, notwithstanding anything contained herein to the contrary, if .a Co-Trustee is serving with me during my lifetime, such Co-Trustee may conduct business and act on behalf of my Trust without my consent or the consent of any other person. 1-1 Section 5. My Family Unless specifically provided otherwise in subsequent provisions of my Trust Agreement, all references to "my children", subject to the exclusion of any child under any subsequ~°nt provision of this Section 5, are to all of the children so identified in this Section 5, but only to those children and any children born to or adopted by me subsequent to the execution of my Trust: Agreement. a. Marital Status I am presently unmarried. b. My Children The names and birth dates of my children are as follows: Name JOHN DAVID BRAUN JAMES RICHARD BRAUN REBECCA LYNN LEIDICH RONALD ALLEN BRAUN Birth Date June 22; 1943 November 09, 1944 June 06. 1953 September 24; 1955 1-2 i Article Two The Trust Estate Section Z. Initial Transfer of Property I hereby assign, convey, transfer and deliver to my Trustee all property set forth on Schedule "A" , attached hereto, and made part of my Trust Estate. My Trustee acknowledges receipt of all assets listed on the attached Schedule. A11 assets titled in the name of my Trust or in the name of my Trustee, but not listed on Schedule "A", shall be considered a part of my Trust Estate as if they had been set forth on the attached Schedule. Section 2. Additional Transfers to Trust I, or any other person or entity, may transfer or devise to my Trustee additional assets, real or personal, and may name my Trustee as the beneficiary of life insurance policies, annuities, retirement plans or similar contracts. Such assets, policies and proceeds, upon acceptance by my Trustee, shall be a part of my Trust Estate, subject to all the terms of my Trust Agreement. Section 3. Character of Trust Assets All property transferred by me into my Trust shall retain its character. All such property transferred, and income thereon less withdrawals thereof, shall be my Trust Estate. Section 4. Acceptance of Trust Property All property transferred to my Trust, and accepted by my Trustee, shall be held, administered and distributed according to the terms of my Trust Agreement. 2-1 Article Three Appointment of Trustees Section 1. Definition of Trustee All uses of the word "Trustee" in my 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 (if multiple trustees are serving), unless the context requires otherwise. Section 2. Resignation of a Trustee Any Trustee may resign at any time without court approval by giving written notice to me if I am living and competent. If I am not then living and competent, written notice shall be; given to my next Successor Trustee; or if there is no next Successor Trustee, to the beneficiaries then entitled to receive income or principal distributions under my Trust Agreement or their respective Personal Representatives, or if any of such beneficiaries then be a minor, to the persons having the care 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 my Trust Agreement as follows: a. While I Am Alive and Competent While I am alive and competent, I may add a Trustee, or remove or replace any other Trustee appointed under my Trust Agreement at any time without cause. b. Removal by Others Upon my death or incapacity, any Trustee may be removed at any time for cause by a majority vote of the beneficiaries then entitled to receive income or pruicipal distributions under my Trust Agreement, or their Personal Representatives. c. Notice to Removed Trustee Written notice of removal under my Trust Agreement shall be effective immediately when signed by the person or persons authorized to make the removal and delivered to my 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 appointed pursuant to the other provisic-ns of this Article. 3-1 d. Transfer of Trust Property The Trustee so removed shall promptly transfer and deliver to the Successor Trustee all property of my 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 I Am Alive and Competent I may serve as the only Trustee or I may name any number of Trustees to serve with me. If any of these other Trustees subsequently fails or ceases to serve as a Trustee for any reason, I may or may not appoint another to fill the vacancy,. b. Incapacity Trustees of MARY .T. BRAUN If MARY J. BRAUN becomes incapacitated while serving as an Initial Trustee, she shall be replaced by the following Incapacity Trustees to 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 shall serve only after all of the Co-Incapacity Trustees initially fail or thereafter cease to act as Trustees: JAMES RICHARD BRAUN JOHN DAVID BRAUN REBECCA LYNN LEIDICH RONALD ALLEN BRAUN e. Death Trustees of MARY J. BRAUN Upon the death of MARY J. BRAUN, she or her Incapacity Trustee, if either is then serving as Trustee, shall be replaced by the following Death Trustees to 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 shall serve only after all of the Co-Death Trustees initially fail or thereafter cease to act as Trustees: JAMES RICHARD BRAUN JOHN DAVID BRAUN REBECCA LYNN LEIDICH RONALD ALLEN BRAUN 3-2 3 Section 5. No Designated Successor Trustees If at any time there is no Trustee acting under my Trust Agreement and there is no person or institution designated and qualified as a Successor Trustee, a majority of the beneiaciaries then eligible to receive distributions of income or principal under my Trust Agreement or t]Zeir Personal Representatives, shall appoint a Successor Trustee. If any trust existing undf:r my 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 6. Responsibility of Successor Trustees Other than amending or revoking my Trust, or appointing or removing a Trustee, a Successor Trustee shall have the same rights, powers, duties, discretion and immunities as if named as Initial Trustee under my 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. Section 7. Co-Trustee's Responsibility for the Acts of Other Co-Trustees No Co-Trustee shall be responsible for the act, omission or default of any other Co-Trustee without actual knowledge thereof. 3-3 Article Four Trustor's Lifetime Rights Section 1. Income and Principal a. Right to Trust Income and Principal My Trustee shall pay to me, or apply for my benefit during my lifetime, all or such part of the income and principal of my Trust Estate as I may direct. b. Trustee Liability Upon any distribution of the income or principal of my Trust Estate authorized or directed by me, my Trustee shall incur no liability, and shall be under no obliQ;ation or responsibility for such distribution. Section 2. Trustor's Rights During Incapacity a. Incapacitated Trustor's Intent to Return Home Notwithstanding any other provision of my Trust Agreement, as a notification to any governmental benefits provider, it is conclusively presumed that I intend to return home. b. Income and Principal Distributions During any period of my incapacity, my Trustee shall pay to my Personal Representative, or apply for my benefit, as much of the net. income and principal of my Trust Estate as my Trustee, in my Trustee's discretion, shall deem necessary or advisable. Any undistributed net income shall be added to principal. c. Tax and Government Benefits Planning Should I become incapacitated, my Trustee shall cooperate in tax and government benefits planning with my Attorney-in-Fact appointed under a durable power of attorney; or, if none, with any Personal Representative that may be appointed by a court of competent jurisdiction, but the primary concern of my Trustee sha[1 be for my welfare and secondarily for such planning. Section 3. Right to Amend or Revoke My Trust During My Life and at Death a. Power to Revoke and Amend While I Am Living While I am alive, I may at any time or times amend any provision of my Trust Agreement or revoke my Trust in whole or in part. 4-1 b. Method to Revoke or Amend During Life Any amendment or revocation of my Trust Agreement made during my life shall be by a written instrument signed by me and delivered to my Trustee. c. Power and Method to Amend at Death If Code section 401(a)(9) is interpreted to allow the beneficiaries of a trust to be a "designated beneficiary" if such trust may be so amended at death, then by a last will which exercises this power to amend, I may also amend any provisions of my Trust. Except as to any such amendment, my Trust and all other trusts created under it shall become irrevocable at my death. d. Trustee Consent Any exercise of a power of amendment substantially affecting the duties, rights and liabilities of my Trustee shall be effective upon my Trustee only if agreed to by my Trustee in writing. e. Delivery of Property After Revocation After any revocation with respect to my Trust, my Trustee shall promptly deliver the trust property to me. f. Trustee's Retention of Assets Upon Revocation In the event of any revocation of all or part of my Trust, my Trustee shall be entitled to retain sufficient assets to reasonably secure the payment of liabiliti~°s my Trustee has lawfully incurred in administering my Trust unless I indemnify my Trustee against loss or expense. Section 4. Exercise of Trustor's Rights and Powers by Others Any right or power, other than an amendment by will, or any right or power that would constitute a general power of appointment if held by my Attorney-in-Fact, that I may exercise under the terms of my Trust Agreement, may be exercised for and on my behalf by any Attorney-in-Fact who, at the time of the exercise, is duly appointed and acting for me under a valid anti enforceable power of attorney executed by me. Only if no such Agent is then available, a Personal Representative appointed by a court of competent jurisdiction may exercise such. right or power. Other than as provided in this Section 4, my powers under my Trust Agreement are personal to me and may not be exercised by any other person or entity. Section 5. Property Held as Nominee For administrative convenience it is contemplated that certain assets may be added. to my Trust Estate from time to time with the possession and control thereof retained by or redelivered to me. 4-2 Notwithstanding such control or redelivery, such assets shall be assets of my Trust Estate and held by me as the nominee of my Trustee. During the period such assets are in my possession, they shall be subject to the following terms anal conditions: a. I may receive directly and devote to my own use and benefit any dividends, interest, income, or proceeds or distributions from or upon such assets and neither I nor my 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 me shall constitute a withdrawal of such assets from my Trust Estate and my Trustee shall have, no further interest therein or duties with regard thereto. Though not a condition. precedent to any such withdrawal, I agree to notify my Trustee of all such withdrawals. I shall be responsible for the reporting of the income from such assets ~to the appropriate taxing authorities and my Trustee shall have no responsibility for including such income on any fiduciary returns prepared by my Trustee or for the preparation of any other government filing with respect thereto unless I duly notify my Trustee of such income items and a full and adequate accounting thereof is made and presented to my Trustee. d. I shall protect and indemnify my Trustee against all losses, liabilities and expenses which may result directly or indirectly from my use, possession, management or control of such assets. e. Upon my death or incapacity, my Trustee shall remain entitled to the possession thereof and shall continue to have all the rights, powers and duties with respect to such assets which are granted to my Trustee herein. My Trustee is not responsible for assets held by me as nominee. However, it is also understood that my Trustee shall use any reasonable and prudent means to secure possession of any trust assets of which my Trustee has knowledge. My Trustee shall have no duty, accountability or responsibility to me or to any other person with respect to any assets of which my Trustee has no knowledge or of which my Trustee is unable to obtain possession and control. 4-3 Article Five Administration at Death of the Trustor Section 1. Trustee's Payment of Debts and Taxes After my death, unless other provisions for payment have been made, my Trustee sb~all pay all or any part of the following expenses, debts, claims and taxes from my Trust Estate: a. Final medical expenses and all funeral costs; b. Legally enforceable claims against me; c. Reasonable expenses of administration of my Trust, including those attributable to my probate estate or those attributable to the distributt~on of any bequest; d. Any allowances mandated by a court of competent jurisdiction to those dependent upon me; e. Any estate, inheritance, succession, generation skipping transfer, or similar taxes payable by reason of my death; and Any penalties or interest on any of the above expenses, claims, delbts or taxes owed by me or my probate estate. Section 2. Payment by My Trustee or Personal Representative My Trustee, in my 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 my probate estate. Written statements by my Personal Representative that such sums are due and payable by my estate shall be sufficient evidence of their amount and prop~riet-~~ for the protection of my Trustee. My Trustee shall be under no duty to see to the application of any such payments made to my Personal Representative. Section 3. Tax Elections If no Personal Representative has been appointed, with regard to the payment of anv income tax, gift tax, estate tax, inheritance tax, Generation Skipping Transfer Tax or any other taa~ due because of my death, my Trustee shall have the right to make any available elections allowed under the law or to sign and file any tax return. If a Personal Representative has been appointed, the Personal Representative shall have the foregoing rights and duties. 5-1 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 may be paid by my Trustee out of my Trust Estate except as specifically provided for elsewhere in my Trust Agreement. Such payments may be allocated, partly or wholly, in my Trustee's discretion, to income or principal; but, to income o:aly to the extent such allocation does not decrease any otherwise allowable federal estate tax Charitable Deduction. b. Exception for Property Passing Outside of My Trust Notwithstanding Section 4.a of this Article, unless specifically directed otherwise by another separate provision of my Trust Agreement, all death taxes, clairr.~s and expenses attributable to assets passing outside of my Trust or my 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 Charitable Deduction cause the property transferred or such beneficiary to bear any such taxes. Section 5. Apportionment of Expenses, Claims and Taxes Notwithstanding Section 4.a of this Article, unless specifically directed otherwise by another separate provision of my Trust Agreement, all expenses, claims and taxes attributable to any specifically distributed property shall be apportioned to the share of the beneficiaries of such specific distributions. Any distribution of specific trust property under my Trust Agreement shall pass subject to all liens, mortgages or encumbrances attributable thereto. Section 6. Exception to Apportionment of Death Taxes Notwithstanding any provision in my Trust Agreement to the contrary, it is my intent, and I hereby direct, that to the extent practicable no death taxes shall be apportioned to or against any part of my estate or the trusts or shares created by my Trust Agreement, or any beneficiary thereof, which qualifies for the federal estate tax Charitable Deduction. 5-2 Article Six Specific Distributions of Trust Property Section 1. Distributions Under Article Six Except for the specific distributions directed in the following Sections of this Article Six, all distributions of trust property shall be made in accordance with. the Articles that follow. Section 2. Income in Respect of a Decedent ("IRD") After my death, except as to any specifically identified IRD asset directed to be distributed to a beneficiary, my Trustee shall distribute a fraction of all items of IRD controlled by any Trust to the beneficiaries of my Trust, by fractional designation, in the same proportions as such beneficiaries share in the overall value of my Trust Estate by reason of other provisions of my Trust Agreement. If any IRD consists of benefits subject to the provisions of Code section 401(x)(9), no beneficiary who is not an individual may receive any such benefits. Section 3. Estate Planning Letter or Memorandum To the extent permitted by state law and not necessary to fully utilize a Deceased Trustor's Unused Applicable Credit Equivalent, my Trustee shall distribute personal or household items from my Trust Estate to such persons as I may direct by a written instrument signed by me and delivered to my Trustee. Section 4. Specific Distribution Not a Part of My Trust Estate If the property making up any specific distribution set forth in this Article is not part: of my Trust Estate at the time such specific distribution is directed to be made and will not become a part of my Trust Estate within a reasonable time, my Trustee shall disregard that specific distribution. 6-1 Article Seven Common Pat Trust Section 1. Creation of Common Pot Trust At my death, my Trustee shall not create a Common Pot Trust. All of my Trust Estate that has not been distributed under prior provisions of my Trust Agreement shall beheld, administered, divided and distributed according to the provisions of the Articles that follow. 7-1 Article Eight 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 tnzst property, my Trustee shall divide, into separate shares, all of my Trust Estate not previously distributed under the preceding Articles of my Trust Agreement (and for purposes of determining such division and subsequent distributions shall take into account the exclusion of any descendant as may be directed in Article One) as follows: Beneficiary Name Share JOHN DAVID BRAUN Twenty-Five Percent. (25%) TAMES RICHARD BRAUN Twenty-Five Percent (25%) REBECCA LYNN LEIDICH Twenty-Five Percent (25%} RONALD ALLEN BRAUN (net of any outstanding debts owed to me by hnn) Twenty-Five Percent. (25%} The trust shares shall be held, administered and distributed as follows: a. Distribution of Trust Share for 30HN DAVID BRAUN The trust share set aside for JOHN DAVID BRAUN shall be held, administered and distributed as follows: 1. Distributions of Net Incoane My Trustee shall immediately pay to, or apply for the benefit of, such beneficiary, all net income from such beneficiary's trust share, free of trust. 2. Distributions of Principal 1VIy Trustee shall immediately pay to, or apply for the benefit of; such beneficiary, all principal from such beneficiary's trust share, free of trust. 3. Distribution on Death of Beneficiary If such beneficiary should die prior to the time that a distribution is directed to be made, such beneficiary's interest in such trust share shall lapse and my Trustee shall distribute the balance of the trust share to such beneficiary's then living descendants, per stirpes. If such beneficiary has no then living descendants, my Trustee shall distribute such beneficiary's trust share to such beneficiary's siblings, per stirpes. If such beneficiary has no then living siblings, my Trustee shall distribute such beneficiary's trust share to my then living 8-1 descendants, per stirpes. If I have no then living descendants, my Trustee shall distribute the balance of the trust share as provided in the Articles that follow. b. Distribution of Trust Share for JAMES RICHARD BRAUN The trust share set aside for JAMES RICHARD BRAUN shall be held, administered and distributed as follows: 1. Distributions of Net Income My Trustee shall immediately pay to, or apply for the benefit of, such beneficiary, all net income from such beneficiary's trust share, free of trust. 2. Distributions of Principal My Trustee shall immediately pay to, or apply for the benefit of, such beneficiary, all principal from such beneficiary's trust share, free of trust. 3. Distribution on Death of Beneficiary If such beneficiary should die prior to the time that a distribution is directed to be made, such beneficiary's interest in such trust share shall lapse and my Trustee shall distribute the balance of the trust share to such beneficiary's then living descendants, per stirpes. If such beneficiary has no then living descendants, my Trustee shall distribute such beneficiary's trust share to such beneficiary's siblings, per stirpes. If such beneficiary has no then living siblings, my Trustee shall distribute such beneficiary`s trust share to my then living descendants. per stirpes. If I have no then living descendants, my Trustee shall distribute the balance of the trust share as provided in the Articles that follow. c. Distribution of Trust Share for REBECCA LYNN LEIDICH The trust share set aside for REBECCA LYI~TN LEIDICH shall beheld, administered. and distributed as follows: Distributions of Net Income My Trustee shall immediately pay to, or apply for the benefit o£ such beneficiary, all net income from such beneficiary's trust share, free of trust. 2. Distributions of Principal My Trustee shall immediately pay to, or apply for the benefit of, such *_*= 8-2 benefician~, all principal from such beneficiary's trust share, free of trust. 3. Distribution on Death of Beneficiary If such beneficiary should die prior to the time that a distribution is directed to be made, such beneficiary's interest i.n such trust share shall lapse and my Trustee shall distribute the balance of the trust share to such beneficiary's then living descendants, per stirpes. If such beneficiary has no then living descendants, my Trustee shall distribute such beneficiary's trust share to such beneficiary's siblings, per stirpes. If such beneficiary has no then living siblings, my Trustee shall distribute such beneficiary's trust share to my then living descendants, per stirpes. If I have no then living descendants, my Trustee shall distribute the balance of the trust share as provided in the Articles that follow. d. Distribution of Trust Share for RONALD ALLEN BRAUN The trust share set aside for RONALD ALLEN BRAUN' shall be held, administered and distributed as follows: Distributions of Net Income My Trustee shall immediately pay to, or apply for the benefit of, such beneficiary, all net income from such beneficiary's trust share, free of trust. 2. Distributions of Principal My Trustee shall immediately pay to, or apply for the benefit of, such beneficiary, all principal from such beneficiary's trust share, free of trust. 3. Distribution on Death of Benef ciary If such beneficiary should die prior to the time that a distribution is directed to be made, such beneficiary's interest in such trust share shall lapse and my Trustee shall distribute the balance of the trust share to such beneficiary's then living descendants, per stirpes. If such beneficiary has no then living descendants, my Trustee shall distribute such beneficiary's trust share to such beneficiary's siblings, per stirpes. If such beneficiary has no then living siblings, my Trustee shall distribute such beneficiary's trust share to my then living descendants, per stirpes. If I have no then living descendants, my Trustee shall distribute the balance of the trust share as provided in the Articles that follow. *_** 8-3 Section 2. Distributions to Underage or Incapacitated Beneficiaries Notwithstanding any provision to the contrary in this Article Eight and subj ect to Section 2 of Article Twelve, if any beneficiary otherwise entitled to receive a distribution of trust propert;~ is under the age of 25 years or is incapacitated, as defined in Article Twelve, my Trustee shall retain and administer such beneficiary's trust share for such beneficiary's benefit pursuant to t:he following provisions of this Article Eight: a. Incapacitated Beneficiary If such beneficiary's trust share is being held under this Section due to such beneficiary's incapacity (as defined in Article Twelve) then, only during the term of such incapacity, such beneficiary's trust share shall be administered according to the Special Needs Provisions of Article Twelve. Upon the beneficiary's regaining capacity (as determined under Article Twelve) the following provisions of this Article Eight shall apply. b. Underage Beneficiary If such beneficiary's trust share is being held under this Section due to such beneficiary's being under the age of 2~, such beneficiary`s trust share shall be administered as follows: 1. My Trustee's Discretion My Trustee shall 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 my Trustee, in my Trustee's discretion, deems proper considering all other resources then known to be available to such beneficiary. 2. Payments Made to Beneficiary or Personal Representative My Trustee is authorized to make payments under this subsection directly to the beneficiary, to the beneficiary's Personal Representative ar to any other person my Trustee may deem proper to be used for the benefit of the beneficiary. 3. Trustee's Decisions Are Final All decisions by my Trustee as to whom my Trustee makes payments, the purposes for which payments are made and the amounts to be paid out of any trust share are within my Trustee's discretion. 4. Undistributed Net Income All undistributed net income shall be accumulated and added to the principal of the trust share. **= 8-4 Section 3. Termination and Distribution as to Underage or Incapacitated Beneficiary Unless distributions from a trust share are withheld pursuant to Section 1 of Article 'T'welve, my Trustee shall distribute the trust share to the respective beneficiary of the share being held under Section 3 of this Article Eight on the latest to occur of (I) the date upon which sucJ~ beneficiary reaches the age of 25 years, (ii) the times for distribution provided in the preceding Sections of this Article Eight. if any, or (iii) when such beneficiary is no longer incapacitated, as determined pursuant to the provisions of Article Twelve. Section 4. Death of Incapacitated or Underage Beneficiary Subject to the provisions of preceding Sections of this Article Eight, if any beneficiary whose trust share is being held in trust under such Sections dies before the complete distribution of such beneficiary's trust share, the beneficiary's interest in such trust share shall lapse and my Trustee shall distribute such beneficiary's trust share to such beneficiary's then living descendants, per stirpes; or, if none, to such beneficiary's siblings, per stirpes. If such beneficiary has no then living; siblings, my Trustee shall distribute such beneficiary-'s trust share to my then living descendants, per stirpes. If I have no then living descendants, my Trustee shall distribute such beneficiary's trust share as provided in the Articles that follow. Section ~. General Power of Appointment Over Certain Assets If any separate share or trust established under this Article Eight shall terminate, or if a beneficiary's interest therein lapses, upon the death of the beneficiary thereof, my Trustee shall, anything herein to the contrary notwithstanding, distribute to such appointee or appointees who are creditors of the estate of such deceased beneficiary, in such proportions and amounts as such deceased beneficiary shall direct and appoint by such deceased beneficiary' s last will and testament referring specifically to this general power of appointment, those assets composing such separate share or trust the transfer of which pursuant to the terms hereof, other than this Section 5, and assuming the nonexercise of any special testamentary power of appointment else~;uhere herein conferred upon such deceased beneficiary, upon such termination would, but for such general power, cause any tax under Chapter 13 of the Code to be payable. If such deceased beneficiary shall fail in whole or in part to exercise such general power, then the assets subject to such general power with respect to which such deceased beneficiary shall have failed to exercise such general power shall be distributed as otherwise provided in my Trust Agreement. ***- 8-5 Article Nine Distribution If No Designated Beneficiaries Section 1. Remainder to Named Beneficiaries If at any time there is no beneficiary entitled to receive all or any part of my Trust Estate under the preceding Articles, then my remaining Trust Estate shall be distributed as follows: Name Amount HOLY APOSTLES CHURCH, SATELLITE BEACH, FLORIDA One Hundred Percent (100%) If such organization is not then in existence but has been involved in a merger which is a mere change in form, or, if such beneficiary cannot take a share for any other reason, that beneficiary's share shall pass to such organization's successor. If such organization has been involved in a merger which is not a mere change in form, then the share allocated for such beneficiary shall be distributed to those persons who would be my heirs at law had I died intestate owning my Trust Estate. *_*• 9-1 Article Ten Trustee Administration Section 1. Required Vote for Co-Trustees a. Trustor Serving as Co-Trustee Unless otherwise provided in my Trust Agreement, if I am serving as a Co-Trustee under my Trust Agreement, I may make decisions and bind my Trust in the exercise of all powers and discretions granted to me as Trustee without the consent of any other Trustee. Additionally, notwithstanding anything contained herein to the contrary, if a Co-Trustee is serving with me during my lifetime, such Co- Trustee may make decisions and bind my Trust in the exercise of all powers and discretions granted to a Trustee herein without my consent or the consent of any other Trustee. b. Unanimous Vote for Two Trustees Other than when I am serving as Co-Trustee, if only two Trustees are serving, they shall act unanimously in the exercise of all powers and discretions granted to them under my Trust Agreement. Majority Vote for More Than Two Trustees Other than when I am serving as a Co-Trustee, if more than two Trustees are serving under my 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 when I am serving as a Trustee, 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 my Tnzst Agreement, any one or more of the Co-Trustees serving under my Trust Agreement may from time to time delegate to another Cc,-Trustee or Co-Trustees routine acts of trust administration. __*= 10-1 Section 3. No Bond Required No Trustee specif carry named under my Trust Agreement shall be required to post any bond for the faithful performance of such Trustee's responsibilities. Section 4. Trustee Compensation Other than when I am serving as Trustee, my 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. 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 and any trustee who is normally compensated on an hourly basis shall be so compensated. My Trustee shall also be entitled to reimbursement for reasonable costs and expenses incurred during the exercise of my Trustee's duties under my Trust Agreement. Section 5. Change in Corporate Trustee Any corporate successor to the trust business of any corporate trustee named under my Trust Agreement, cr 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 my Trustee receives written notice of any death or other event which triggers the right to payments from any trust or trust shares created under my Trust Agreement, my 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 My Trustee shall render accounts, upon request, to the income beneficiaries under my 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. Section 8. No Court Supervision No trust or trust share created under my Trust Agreement shall require the active supervision of any state or federal court. **_* 10-2 Article Eleven Trustee Powers Section 1. Powers In addition to any power hereinafter specifically granted to my Trustee, it is my intention that my Trustee have the power respecting property in my Trust Estate that an absolute owner of such property would have. In accordance with such intention, any power my Trustee needs to administer my Trust Estate, which is not hereinafter listed, shall be considered as provided for herein. All powers shall be exercised only in a fiduciary capacity, and such powers may be exercised without the approval or supervision of any court. It is also my intention that the Uniform Prudent Investors Act and any similar enacted statute shall not apply to govern any of my Trustee's actions. The principles of the prudent person rule shall apply to govern the actions of my Trustee. The fiduciaries appointed herein shall, in addition to all of the other powers provided for herein, have all the powers specified for fiduciaries contained in the Code of Pennsylvania, as amended, which powers are hereby incorporated herein by reference. a. Retention of Property My Trustee shall have the power to retain any property received into my Trust at its inception, or later added to my Trust, without regard to whether my Trust investments are diversified, as long as my Trustee considers that retention is ui the best interests of my Trust or is in furtherance of my goals in creating my T;nzst. b. Additions My Trustee shall have the power to receive additions to the assets of the v~crious trusts created under my Trust Agreement from any source. c. Business Participation My Trustee shall have, notwithstanding any overall effect on the fair market value of the property held in any trust or trust share, the power to form, terminate. continue or participate in the operation of any business enterprise including a corporation, a sole proprietorship, ageneral or limited partnership (as a general or limited partner) or a limited liability company (as a managing or nonmanaging member) 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 farm of the business enterprise or to lend money or make a capital contribution to any such business enterprise. d. Make Investments My Trustee shall have the power to invest and reinvest the assets of my Tnast as my Trustee may determine to be in the best interests of my 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 er **** 11-1 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. Any corporate trustee is authorized to invest in shares of an investment management company organized under the Investment Company Act of 1940 (commonly known as a mutual fund} for which the corporate trustee serves as an investment advisor, custodian, or in any other capacity, for remuneration. e. Life Insurance My 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 my Trust, policies of insurance on my life or the life of any other beneficiary of my Trust. My Trustee is authorized and empowered to exercise, either before or after my death, all of the rights, options, elections or privileges exercisaY,le in connection with such policies. These rights and options shall 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 my 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 insurance held in my Trust Estate. Regarding any such policies: I represent that any policies of life insurance currently transferred into my Trust, or that will be transferred to my Trust hereinafter or purchased at my direction, have been selected (or will be selected) solely by me based on my study and evaluation of (a) the sufficiency of the policy to meet the goals of my Trust, (b) whether or not available policy elections should be made, and ~') the current and projected financial strength and viability of the company issuing the policy. My Trustee has made no representations to me concerning these policies and none of my study and evaluation of the policy or policies has been based on any representation by my Trustee. Furthermore, my 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 me. 3. In the event that I 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 my Trustee of those facts in writing. My Trustee shall be indemnified and held harmless for any actions taken or not taken pertaining to any such policies held by my Trust. ___= 11-2 f. Dealing With Property My Trustee shall have the power to acquire, grant, hold in a safe deposit box or dispose of real or personal property of all kinds including, but not limited to, puts, calls and options (including options on stock), for cash or on credit, including maintaining margin accounts with brokers, at public or private sale, upon such terms and conditions as my 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 real or personal property including, but not limited to, the placing or releasing of liens and encumbrances on real or personal property. g. Environmental Compliance Specifically, my Trustee shall have the power to use and expend my 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 environrriental hazard, including a spill, release, discharge or contamination, either on my 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 general, to take all appropriate actions to prevent, identify, or respond to any actual or threatened violations of any environmental law or regulation thereunder. No Trustee under my Trust Agreement shall be liable for any loss or depreciation in value sustained by my Trust as a result of my 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 Iaw unless my Trustee contributed to the loss or depreciation in value through willful default, willful misconduct, or gross negligence. Moreover, my Trustee shall not be obligated to accept any property on behalf of my Trust without my Trustee first having the opportunity to determine, in my 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 dv-ectly or indirectly involving the generation, use, treatment, storage, disposal, release, or discharge of any hazardous or toxic materials or substances. Finally, my Trustee shall have the power to disclaim any power that, in my Trustee's discretion, will or may cause my Trustee to be considered an "owne:r" or "operator" of property held in my 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 my Trust Agreement, incorporated by reference herein, or granted or implied by any statute or rule of law. h. Borrowing Authority **** 11-3 My Trustee shall have the power to borrow funds from any person, including my Trustee; to guarantee indebtedness or indemnify others in the name of my Trust and to secure any such obligation by mortgage (including, but not limited to reverse mortgages), 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 my Trust. No lender shall be bound to see to, or be liable for, the application of the proceeds of any obligation and my Trustee shall not be personally liable for any obligation unless such Trustee and the lenc[er so agree in writing. Notwithstanding the foregoing, my Trustee shall also have the power to secure any obligation with assets held by my Trustee for assets purchased by, or in the name of, the Trustor of this Trust Agreement, whether such new asset is titled, in whole or in part, in the name of the Trust or individually in the name of the Trustor. At all times during the existence of this Trust Agreement, the Trustee shall have full power and authority to pledge any and all real property or tangible or intangible personal property as collateral for loans made by recognized lending institutions to the Trustor. I. Leasing Authority My 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, far a term within or beyond the term of my Trust with or without option to purchase. j . Natural Resources My 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. k. Voting Rights My 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. 1. Title to Assets My Trustee shall have the power to hold securities and other property whether real or personal and whether or not 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 my 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 . **_» 11-4 m. Insurance My Trustee shall have the power to insure the assets of my Trust against any risk, and my Trustee against liability, with respect to third persons. n. Settlement of Disputes My 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. o. Payment of Expenses My Trustee shall have the power to pay any taxes, assessments, reasonable compensation of my Trustee and other expenses incurred in the collection, management, care, protection and conservation of my Trust Estate. p. Principal and Income My Trustee shall have the power to allocate receipts or expenditures to either income or principal and to create reserves out of income as my Trustee, in my Trustee's discretion, deems appropriate and my Trustee's decision, made in good faith with respect thereto, shall be binding and conclusive on all persons. This power of allocation shall also apply to income during administration of my Trust after my death. Income during administration after my death is currently distributable. Notwithstanding the preceding sentence, if any 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 trust or share, and if my Trustee is required to pay all of the trust income to a beneficiary, my Trustee shall collect and pay the income of the account to the beneficiary at least quarterly. 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. Income during administration after my death is currently distributable. q. Distribution of Trust Property My 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 share, either pro rata or non pro rata, without regard to differences in the tax basis of such property and without the requirement of making any adjustment of the shares by reason of any action taken pursuant hereto. Other than as would cause a Charitable Deduction to fail or an S election to terminate, any division, allocation, apportionment or valuation of trust property in order to pay expenses or taxes or to distribute the assets to or among any of the trusts, shares or beneficiaries shall be made by my Trustee, and the good faith determination of my Trustee shall be binding and conclusive on ail parties. In order to maximize the benefits of my Unused Generation Skipping Tax Exemption Equivalent, my Trustee may consider the inclusion ratio of any Trust, share or **_* 11-5 subshare when making any distribution, division, allocation or apportionment under my Trust Agreement. r. Litigation My Trustee shall have the power to prosecute or defend actions, suits, clanns or proceedings for the protection or benefit of my Trust and my Trustee in the performance of my Trustee's duties. s. Employment of Agents My Trustee shall have the power to employ agents, including attorneys, accountants, investment advisors, custodians, appraisers or others, including any firm of which my Trustee is a member, to advise or assist my Trustee, to delegate to them fiduciary powers and to indemnify them against liability for positions taken in good faith and with reasonable basis. t. Corporate Fiduciary If any stock of a corporate trustee that is my Trustee, or of any affiliate or successor of such Trustee, shall be included in the assets of my Trust, my Trustee shall have full authority, in my 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. My Trustee shall vote such stock either directly or by proxy. However, to the extent my Trustee is prohibited by law from voting such stock, my Trustee shall vote in accordance with the written instructions of a majority of the then living beneficiaries then entitled to current distributions of income, or their Personal Representatives. In the event no instruction is given, my Trustee is authorized to vote the stock in the best interests of the beneficiaries in view of the purposes for which my Trust was created.. u. Investment Transactions With regard to record keeping for investment transactions, my 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 my Trustee's periodic accounting. v. Repairs and Improvements My 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 or other structures. **** 11-6 dv. Business Personnel My Trustee shall have the power to elect or employ directors, officers, employees. partners or agents of any business and to compensate such persons, whether or not any such person is a Trustee, director, officer, partner or agent of my Trustee or a beneficiary of my Trust. x. Farm or Ranch Property With respect to farm or ranch property, my 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 my Trustee to fertilize and improve the soil; to ernploy conservation practices; to participate in government programs; and to perform. any other acts deemed by my Trustee necessary or desirable to operate the property. In making a decision whether to materially participate in farming or ranch operations, my Trustee shall consider whether an election should be made or has been made under Code Section 2032A to qualify for special farm-use valuation. g-. Ancillary Fiduciaries If, for any reason, my Trustee deems it advantageous to act through an anc:illary fiduciary, my Trustee may designate an ancillary Trustee qualified to serve in the jurisdiction where such ancillary fiduciary is to act and may delegate to such ancillary fiduciary such of the powers granted under my Trust Agreement as my Trustee deems advisable without being chargeable with loss, if any, arising out of such designation or delegation. My Trustee may specify whether any corporate fiduciary, or any person or persons acting in an ancillary capacity hereunder., shall serve with or without bond. Except as may be otherwise specifically providf~d, no such ancillary fiduciary 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. z. Retention of Closely Held Interest My 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 my Trust or its beneficiaries . *_*= I1-7 aa. S Corporations If at any time my Trust holds any stock in an S corporation, or if my Trustee deems a Subchapter S election advisable for any corporation the stock of which is h~°ld in my Trust, my Trustee shall take all of the necessary actions as are necessary to continue such election in effect and, in preserving such election, may segregate the S corporation stock, or other corporation stock for which a Subchapter S eleaction is to be made, from the other assets of my Trust, and in my Trustee's discretion, and otherwise consistent with the terms of my Trust to the greatest extent possible, may form new trusts and may amend the terms of my 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 1361(b;l and 1361(d)(3) or to qualify the share of my Trust which holds such shares as an Electing Small Business Trust. bb. Exercise of Authority Except as otherwise provided in my Trust Agreement, my Trustee shall have the power to do all acts that might legally be done by an individual in absolute ownership and control of property. cc. Power to Divide or Combine Trusts My Trustee shall have the power to divide a single trust or share thereof into separate divisions, each to be administered in accordance with the terms and conditions of the single trust, from which they were created (or in accordance with such terms and conditions as they may be affected by my Trustee's power to comply with S Corporation requirements) when my Trustee, in my 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. My Trustee shall not be required to make a physical segregation or division of the various trust subdivisions created under my Trust Agreement except as segregation or division may be required by reason of the ternunation and distribution of any of the trust subdivisions, but my Trustee shall keep separate accounts and records for different undivided interests. My Trustee, in my Trustee's discretion, shall have the further power to combine two or more trusts or trust subdivisions having substantially the same terms into a single trust for purposes of administration when tax or other factors indicate that such combination would be desirable or advisable. In deciding whether to combine trusts or trust subdivisions, my Trustee shall consider the generation skipping "inclusion ratio" of the trusts or trust subdiviisions to be combined. Trusts or trust subdivisions having the same inclusion ratios may be combined. Trusts or trust subdivisions 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 2654(b) and the applicable regulations thereunder. **** 11-8 Specifically, unless there is a Personal Representative, my Trustee has the authority to allocate any portion of my respective exemptions under Code Section 2631(a) to property as to which I am the respective transferor, including any property transferred by myself during my lifetime as to which I did not make an allocation prior to my death. My Trustee also has the authority to make the special election under Code Section 2652(a)(3). If Code Section 2631(a) or 2652(a)(3) is ~no~t interpreted as to allow a Trustee to exercise such election, then a Personal Representative shall be appointed and is authorized to allocate my respective exemptions and to exercise the said special election. If my Trustee considers that any distribution from a trust or trust subdivision. hereunder, other than pursuant to a power to withdraw or appoint, is a taxable distribution subject to the federal Generation Skipping Transfer Tax payable Y>y the distributee, my Trustee may increase the distribution by an amount that my Trustee would estimate to be sufficient to pay that tax and any additional tax thereon., and shall charge the same against the trust or trust subdivision to which the tax relates. If my Trustee considers that any termination of an interest in my Trust or a trust subdivision hereunder is a taxable termination subject to the federal Generation Skipping Transfer Tax, my 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. dd. Termination of Small Trust If at any time after my death the costs of administration of my Trust (ar any share thereof] are of such an amount in relation to the then principal and undistributed income of my Trust (or any share thereof) that my Trustee, in my Trustee's discretion, determines that my purposes in establishing my Trust (or any share thereof) would no longer be served, and if my Trustee deems it advisable to distribute the then principal and undistributed income of my Trust (or any share thereof) to the then living beneficiary or beneficiaries, my Trustee (other than. any then current beneficiary of my Trust who, if then serving as a Trustee, may appoint an Independent Trustee to serve only for the purpose of determinen;; the advisability of termination in such Independent Trustee's sole discretion) may do so without responsibility on the part of my Trustee. Such a distribution on behalf of a beneficiary under a disability, in my Trustee's discretion, may be made to the Guardian of the person of such beneficiary, or to the parent of such benefici~~ry, if such beneficiary is a minor, or may be applied by my Trustee for sack beneficiary's benefit. ee. Power to Subject Trust Property to Probate It is my intention to avoid probate through the use of my Trust. If, however, my Trustee and Personal Representative mutually determine that it shall be in the best interests of the beneficiaries of my Trust, and the beneficial interests of the beneficiaries shall not thereby be altered, my Trustee may subject any asset to probate to accomplish a result unavailable without probate. This power shall be strictly construed and shall only be used to secure any tax or other benefit otherwise unavailable to my Trust. Accordingly, other than a distribution that would cause a Charitable Deduction to fail, my Trustee, in my Trustee's discretion, may accomplish this objective by distributing such property to my estate. ___* 11-9 ff. Power to Change Sites My Trustee shall have the power, exercisable by a written instrument signed and acknowledged by my Trustee, to change the sites of any trust or trust share held by my Trustee; and, in conjunction with any such change and without any need to obtain the approval of any court, to elect that such trust or trust shall be subject to the jurisdiction of the new sites. In addition, my Trustee may move the assets of such trust or trust share to the location of the new sites. The meaning and effect of the provisions of my Trust Agreement shall be construed in accordance with the laws of the governing state identified in Section 13 of Article Twelve, and each trust or trust share shall be administered in accordance with the laws of the applicable sites. In no event, however, may this power be exercised in a manner that would prevent a trust or trust share from qualifying as a permitted shareholder of S corporation stock for federal income tax purposes. gg. Release of Trustee Powers Each Trustee who determines it to be in the best interest of any beneficiary rnay, at any time, by instrument executed with all the formalities of a deed and delivered personally or sent by certified mail to another then acting Trustee, if any, or to some beneficiary of the affected Trust or Trusts, release and relinquish or disclaim upon any terms, either in whole or in part, temporarily or permanently, revocably or irrevocably, with or without binding successors, any ane or more of the powers, rights, authorities, and discretions conferred upon such Trustee by any provision or provisions of my Trust Agreement or generally pursuant to law, which rf;lease and relinquishment or disclaimer shall be binding on all affected beneficiaries. If the release and relinquishment or disclaimer of a power, right, authority, or discretion is made by less than all of the Trustees upon whom it is conferred., such power, right, authority, or discretion shall continue to be exercisable in full by the Trustee or Trustees (other than any successor Trustees on whom it is, by its terms, binding) who have not thus released and relinquished or disclaimed it. ~__• 11-10 Article Twelve General Provisions Section 1. Spendthrift Protection Neither the principal nor the income of any trust created or contained under my 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 extf:nt otherwise expressly provided in my 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 a:ny power of appointment or the right to disclaim by any beneficiary. In addition, other than as would cause the termination of an S election, and subject to the provisions of Section 2 of this Article, if my Trustee, at a time that any distrit~ution to any beneficiary other than me is directed to be made under the provisions of my 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, my Trustee may withhold any such directed distribution and may extend the term of my Trust as to any portion of my Trust. Estate otherwise allotted for any so affected beneficiary. Thereafter, my Trustee may continue to distribute income or principal to such beneficiary as my Trustee may determine in my Trustee's sole discretion. If my Trustee withholds distributions to prevent a loss of, or ineligibility for, need-based government benefits, the Special Needs Provisions of this Article Twelve shall apply to such trust property. Section 2. The Rule Against Perpetuities Notwithstanding any other provision of my Trust Agreement, unless sooner terminated or vested in accordance with other provisions of my Trust Agreement, all interests not otherwise vested, including, but not limited to, all trusts and powers of appointment created hereunder, shall terminate: (I) one day prior to twenty-one (21} years after the death of the last survivor of the group composed of me, those beneficiaries described herein and my lineal descendants living on the date of my death or (ii} if longer, such period as may be authorized under the la ars of the state identified in the Governing State Law Section of this Article. At that time, distribution of all principal and all accrued, accumulated and undistributed income shall be made to the persons (or their representatives as authorized herein) then entitled to distributions of income or principal and in the manner and proportions herein stated irrespective of their then attained ages . __*= 12-1 Section 3. Incapacity and Competency A person shall be considered incapacitated in the event such person has been determined to be so 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. A person shall be considered to have regained capacity upon such a determination by a court of competent jurisdiction, or upon certification by two licensed physicians that the person is able to properly handle his or her own affairs or is able to freely communicate. The term "incapacity" is intended to be interchangeable with the terms "disability" and "incompetency". The term "competent" in my Trust Agreement refers to a person who is not incapacitated. Notwithstanding the preceding provisions of this Section, for purposes of administration under Articles Six, Seven and Eight of my Trust Agreement, the term "incapacitated" also refers to any beneficiary receiving or eligible to receive government benefits. Section 4. Income and Principal Payments Other than as directed in the Special Needs Provisions of this Article, all payments of income or principal shall be made in such of the following ways as my 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 Actor Uniform Uifts to Minors Act selected by my Trustee for such period of time ~!znder applicable law as my Trustee determines appropriate; e. To some near relative, friend or institution having primary responsibility far the care and custody of the beneficiary; By my Trustee using such payment directly far the benefit of such beneficiary; or g. To the Trustee of any revocable trust of which the beneficiary is the '1'rustor. Section 5. Limit on Trustee's Discretion Notwithstanding any other provision in my Trust Agreement, other than me, no individual Trustee who is also a beneficiary hereunder ("Trustee-beneficiary") shall have any right, pc-wer, duty or discretion concerning my Trust Estate if such right, power, duty or discretion conferred upon such Trustee-beneficiary under my Trust Agreement would constitute a general power of appointment under Code Section 2041 or 2514 that would cause any assets of my 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 **** 12-2 a legal obligation to any beneficiary of my Trust Agreement or other person shall under any circumstances partake in any decisions relating to any discretionary distributions of income or principal of my Trust Estate that can be used to discharge any such legal obligation of such Trustee. If however, such powers may be possessed without violating the restrictions imposed by this Section 5 by either my Trustee jointly with an Independent Trustee, or by an Independent Trustee alone, then my Trustee may appoint an Independent Trustee who may possess those powers and authorities without violating this Section. Such an Independent Trustee shall act jointly with my Trustee whenever the joint possession of a power or authority would not violate the restrictions imposed by this Section. Such an Independent Trustee shall act alone whenever only sole possession of a power or authority would not violate the restrictions imposed by this Section. Section 6. No-Contest Clause If any devisee, legatee, or beneficiary under my Trust or any amendment to it, no matter how remote or contingent such beneficiary's interest appears, or any of my legal heirs, or any person claiming under any of them, directly or indirectly, does any of the following, then in that event I specifically disinherit each such person, and all such legacies, bequests, devises and interests given to that person under my Trust or any amendment to it, or any other Trust document created by me at any time, shall be forfeited and shall be distributed as provided elsewhere herein as though he or she had predeceased me without issue: a. unsuccessfully challenges the appointment of any person named as a Trustee in said trust or any amendment to it, or unsuccessfully seeks the removal of any person. acting as a Trustee; b. objects in any manner to any action taken or proposed to be taken in good faith by the Trustee under said trust or any amendment to it, whether the Trustee is acting under court order, notice of proposed action or otherwise, and said action or proposed action is later adjudicated by a court of competent jurisdiction to have been taken in good faith; c. objects to any construction or interpretation of said trust or any amendment to it, or the provisions of either, that is adopted or proposed in good faith b~1 the Trustee, and said objection is later adjudicated by a court of competent jurisdiction to be an invalid objection; d. claims entitlement to (or an interest in) any asset alleged by the Trustee to belong to the Probate or Trust Estate, whether such claim is based upon a community or separate property right, Marvin rights, a contract or other right or device, and said claim is later adjudicated by a court of competent jurisdiction to be invalid; e. files a creditor's claim against the assets of the Probate or Trust Estate and such claim is later adjudicated by a court of competent jurisdiction to be invalid; f. anyone attacks or seeks to impair or invalidate (whether or not any such attack or attempt is successful) any designation of beneficiaries for any insurance policy on my life or any designation of beneficiaries for. any annuity, qualified or non- qualified plan, including a pension plan, Keogh, SEP, or IRA account; **** 12-3 g. in any other manner contests my Trust or any amendment to it executed me, or in any other manner, attacks or seeks to impair or invalidate any of its provisions; h. conspires with or voluntarily assists anyone attempting to do any of the above acts. Expenses to resist any above contest or other attack of any nature upon any provision of my Trust or any amendment to it shall be paid from the trusts created hereunder as expenses of administration. In the event that any provision of this Section is held to be invalid, void, or illegal, the same shall be deemed severable from the remainder of the provisions in this Section and shall in no way affect, impair, or invalidate any other provision in this Section. If such provision shaal be deemed invalid due to its scope and breadth, such provision shall be deemed valid to the extent of the scope or breadth permitted by law. Notwithstanding the foregoing, the provisions of this Section shall not apply to any disclaimer by any person of any benefit under my Trust or any amendment to it. Each gift, bequest and devise in my Trust is made upon the condition precedent that. the devisees or beneficiaries under my Trust will not contest the validity or oppose it, and the acquiescence of any legatee or beneficiary to the validity of my Trust is a material condition of the gift, bequest, or devise. I hereby revoke and annul the gift, benefit, bequest, or devise of a legatee or beneficiary who shall oppose it or contest its validity, or if any guardian or friend opposes it or contests its validity on behalf of a legatee or beneficiary, the gift, benefit, bequest, or devise to such legatee or beneficiary shall be revoked and annulled. If any person or entity, singularly or in conjunction with any other person or entity, directly or indirectly, in any court, contests the validity of my Trust Agreement, including any amendments thereto, then the right of that person or entity to take any interest in my Trust Estate or to act in any fiduciary capacity shall cease, and the demise of that person (and his or her descendants) or entity shall be deemed to have occurred prior to my death, as applicable. Section 7. Disclaimer by Beneficiary Any beneficiary under my Trust Agreement shall be entitled to disclaim all or any portion of such beneficiary's interest in my Trust. Section S. Captions The captions of Articles, Sections and Paragraphs used in my Trust Agreement are for convenience of reference only and shall have no significance in the construction or interpretation of my Trust Agreement. Section 9. Severability Should any of the provisions of my Trust Agreement be for any reason declared invalid, such invalidity shall not affect any of the other provisions of my Trust Agreement, and all invalid provisions shall be wholly disregarded in interpreting my Trust Agreement. **_* 12-4 Section 10. Statutory References Unless the context clearly requires another construction, each statutory reference in my Trust Agreement shall be construed to refer to the statutory section mentioned, relatf:d successor sections, and corresponding provisions of any subsequent law, including all amend:rnents. Section 11. Survivorship a. Simultaneous Deaths If any beneficiary under my Trust Agreement and I die under circumstances in which the order of deaths cannot be established, I shall be deemed to have survived. the beneficiary and my Trust Agreement shall be construed accordingly. b. Generation Skipping Transfer Tax Matters A person (the "Non-Skip Person") shall not be deemed to have been alive an the date of the death of any person upon whose death a transfer is deemed to occur far Generation Skipping Transfer Tax purposes or the date of any distribution from or any termination of any interest in any trust or share under my Trust Agreement for which the date of the Non-Skip Person's death is relevant ("the Transfer Datf;") if: (a) the Non-Skip Person is actually alive on the Transfer Date; (b) the Non-Skip Person is not actually alive on the date ninety (90) days following the Transfer Date; and °) the existence of such a condition of survivorship causes another person who would otherwise be assigned to a generation below that of the 1'1on- Skip Person to be assigned to the generation of the Non-Skip Person for Generation Skipping Transfer Tax purposes. Section 12. Gender and Number In my 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 State Law My Trust Agreement and the trusts created under it shall be construed, regulated and governed by and in accordance with the laws of the State of Pennsylvania. Section 14. Reliance on Certificate (or Affidavit) of Trust Any person may act in reliance upon a properly issued certificate (or affidavit) of trust reflecting the relevant terms of my Trust Agreement without risk of incurring any liability to the Trustor, Trustees and beneficiaries of my Trust. _*** 12-5 Section 15. Definitions The following terms as used in my 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. ?a. 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 or parents, and such adopted child and his or her issue shall be considered issue of the adopting parent 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 terms "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 parent. Notwithstanding the preceding provisions of this Section 15.b, the terms of Article One may exclude a~rtain descendants from being treated as such by restricting the availability of Trust benefits . c. Code The term "Code" means the Internal Revenue Code of 1986, as amended from time to time. The terms "Income In Respect of a Decedent", "Gross Estate," "Ta.xable Estate", "Applicable Credit Amount", "State Death Tax Credit", "Credit for Prior Transfers", "Exclusion", "Disclaimer", "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 my Trust Agreement. d. Deceased Trustor The term "Deceased Trustor" means a Trustor who has died. e. Death Taxes The term "Death Taxes" means 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: ***# 12-6 Any additional tax that may be assessed under Internal Revenue Code Section 2032A and 2057; and 2. 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 my Trust Agreement. f. Education The term "education" shall be given broad interpretation and may include but nat be limited to: 1. Primary Education Education at public or private elementary, middle or high schools, including boarding schools. ?. College Undergraduate and graduate study in any and all fields 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. 4. Qther Educational Activities Any other activity including foreign or domestic travel that shall tend to develop fully the talents and potentialities of each beneficiary regardless of age. g. Fleirs 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 State of Pennsylvania which then govern the distribution of the personal property of a resident dying then, without creditors, owning only the distributable assets. h. Independent Trustee The term "Independent Trustee" means a Trustee who is an independent person who, within the meaning of Code section 672°), is not related or subordinate Lo any beneficiary of my Trust. ***• 12-7 I. Personal Representative The term "Personal Representative" means trustee, executor, executrix, administrator, administratrix, conservator, guardian, custodian or any other type of personal representation. ,~ . 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 my 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. l;. Retirement Account/Retirement Benefits The terms "Retirement Account" and "Retirement Benefits" mean any deferred payment account, whether or not considered a qualified plan under sections 401, 403, 408 or any other section of the Code, under which by reason of fiduciary accounting principles income is considered earned but not immediately payable. 1. Trust Estate The term "trust estate" means all of the property, real and personal, and intangible and tangible, that has been transferred to my Trustee, whether or not listed on any Schedules. m. Trustee's Discretion The term "discretion" with regard to a Trustee means such Trustee's sole but reasonable judgment. In exercising any discretionary power with respect t:o my Trust, my 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 disregard of the purposes of my Trust. n. Trustor The term "Trustor" shall be interchangeable with the terms "settlor", "grantor", "donor" or other similar terms. o. Unused Generation Skipping Tax 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 _**= 12-8 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 my Trust Agreement. For purposes of my 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. p. Jnused Applicable Credit Equivalent The term "Unused Applicable 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 Applicable Credit Amount (Unified Credit}, 2. The Credit for State Death Tax to the extent it does not increase the amount of death taxes payable to any state, The Credit for Prior Transfers, 4. Allowable Exclusions from the Taxable Estate, and that is in excess of the net value of all property includable lIl 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 my Trust (by way of joint tenancy, life insurance contract, Beneficiary Designation, will or otherwise) or under other provisions of my Trust. Section ~6. Special Needs Provisions a. Qverall Limitation on Distribution It is my intention that the assets of my Trust Estate supplement but not supplant, impair or diminish any then existing forms of support or benefit which the beneficiary is receiving or becomes eligible to receive. For purposes of this Section, the term "support" means food, clothing or shelter. The terms of my Trust Agreement shall be read and interpreted to prevent any action by my Trustee which would supplant, impair, diminish or otherwise interfere with, limit or reduce the beneficiary's receipt of, or eligibility for any form of government or private benefits. Any power of distribution (whether or not exercised), granted my T;nistee pursuant to the terms of my Trust Agreement, that would result in the loss, **** 12-9 diminishment or ineligibility for government or private benefits, is hereby revoked; and, only such powers as will not result in ineligibility for such benefits, or loss, diminishment or impairment, thereof, shall remain exercisable by my Trustee. b. Special Needs For purposes of my Trust Agreement, the term "Special Needs' refers to supplemental, non-support expenditures from my Trust's assets that, pursuant to the other provisions of this Section, my Trustee is authorized to disburse, in my Trustee's sole and absolute discretion. Special Needs, subject to the general supplemental, non-support limitation, include, but are not limited to, medical, dental, diagnostic or therapeutic treatment, or nursing or home care services for which the beneficiary is not receiving, and is not eligible to receive government or private benefits. Special Needs also includes the differential between any treatment, service or care that the beneficiary is receiving from any government or private source and the level of treatment, service or care my Trustee deems appropriate for the beneficiary. Disbursements for education, travel (including travel by those my Trustee believes the companionship of which will benei-it the beneficiary), entertainment devices or events and electronic devices are also t.o be considered Special Needs. c. Distribution of Income or Principal 1. Distributions for Special Needs Subject to the preceding provisions of this Section, that prohibit my Trustee from making any distribution which would supplant, impair or diminish government or private benefits, or cause the beneficiary to be ineligible for such benefits, as determined in my Trustee's sole and absolute discretion, my Trustee may distribute such amounts of income or principal for the Special Needs of the beneficiary. My Trustee may act arbitrarily and without regard to any statutes or other rules of law in refusing to disburse trust assets. No distributions may be made to the beneficiary. Any distributions made shall be made to the goods or services provider. 2. Accumulated Income Any income not distributed shall be accumulated and added to principal . 3. Resources of the Beneficiary My Trustee, in exercising discretion under this Section, shall consider all income or resources available to the beneficiary. The beneficiary has no rights to any distributions under my Trust. ***= 12-10 4. Treatment of Any Residence Held by My Trust My Trustee may charge the beneficiary rental on any residence owned by my Trust. My Trustee must charge rent if the failure to do so would impair, diminish, or cause ineligibility for, any government or private benefits. 5. Rights of Creditors and Others My Trust assets are not intended to be used for the support of the beneficiary, but are only intended to supplement, in my Trustee' s sole and absolute discretion, resources, income or government or private assistance available to the beneficiary. No part of my Trust Estate, neither principal nor income, shall be subject to anticipation or assignment by the beneficiary, nor be subject to attachment by any creditor of the beneficiary, governmental agencies or any other individual or entity; including any who may have provided goods or services to the beneficiary. 6. Power to Terminate the Beneficiary's Share of My Trust If my Trustee deems it necessary to terminate the beneficiary's share of my Trust to avoid impairing or diminishing the beneficiary's receipt of government or private benefits, or becoming ineligible for such benefits, my Trustee, in my Trustee's sole and absolute discretion, shall terminate the beneficiary's share of my Trust. If my Trustee terminates the beneficiary's share of my Trust, the assets of the beneficiary's share of my Trust shall be held, administered and distributed pursuant to the following provisions of this Section as though the beneficiary had died. I request, but do not require, that the remainder beneficiaries consider the purposes of the beneficiary's share of my Trust in expending the property they receive. 7. Distributions on Death of Beneficiarv Unless provided otherwise under the provisions of preceding Articles, if such beneficiary should die while my Trustee still holds trust assets for such beneficiary's benefit, such beneficiary's share of my Trust shall lapse and my Trustee shall distribute the balance of the trust share to such beneficiary's then living descendants, per stirpes. If such beneficiary has no then living descendants, my Trustee shall distribute such beneficiary's trust share to such beneficiary's siblings, per stirpes. If such beneficiary has no then living siblings, my Trustee shall distribute such beneficiary' s trust share to my then Living descendants, per stirpes. If I have no then living descendants, my Trustee shall distribute the balance of the beneficiary's share of my Trust as provided in Article Nine of my Trust Agreement. *•_= 12-11 ~4 ~~ Subject to the other provisions of this Section, my Trustee may pay for the expenses of the beneficiary's last illness and funeral. I have executed my Trust Agreement on the date set forth on the first page of my Trust Agreement. ~~:* 12-12 }' c ,~ ~ I certify that I understand my Trust Agreement anal that it correctly states the terms and conditions under which my Trust Estate is to be held, managed and disposed of by my Trustee°„ I approve this revocable living trust in all particulars and request my Trustee to execute it. Trustor: _ '` ( ~~ MAR RAUN Trustees: -,. ~~ -z ~' YJ `UN ;.~~ ~L ~ --.--- _- -- JAIvIES R. BRAUN l~ 4020 U rty D ' ,Suite 207 F ' , Vir i 2030 STATE OF VIRGINIA CITY/COL~TY OF FAIRFAX SIGNATURE OFD-3'ECOND WITNESS 4020 University Drive, Suite. 207 Fairfax, Virginia 22030 To-Wit: The foregoing instrument was acknowledged before me, the undersigned, a Notary Public in and for the jurisdiction aforesaid, on this May 22, 2003 by MARY J. BRAUN, Trustor and Trustee. My Commission Expires: STATE OF VIRGINIA CITY/COLNTY OF FAIRFAX I JOHN D`STEFFAN ~'-1 NOTARY PUBLIC COMMONWEALTH OF VIRGINIA 1 MY COMMISSION EXPIRES DEC. 31, 2005 To-Wit: The foregoing instrument was ackno~~ledged before me, the undersigned, a Notary Pul7lic in and for the jurisdiction aforesaid, on this May 22, 2003 by JAMES R. BRAUN, Trustee. 1\zy Commission Expires: NOTARY PUBLIC COMMONWEALTH OF VIRGINL4. On May 22, 2003, Trustor personally Published and Decl I ~ ~ t ~` `fit, as and for Trustor's Living Trust, in the presence of each of us and all of us together, who, at Trustor's request, in Trustor's presence, and in the presence of each other, also signed the saiid instrument .*.~ 12-13 t'. 7 ~~ as witnesses. We further state that each of us believes that at the time Trustor executed the foregoing instrument that Trustor was of sound mind and memory, of lawful age, and did so execute the Trust as Trustor' ct and deed and not under the unlawful influence of any person. ~~ ~ ~~ WITNE WITNESS 402 rivers' rive, Suite 207 4020 University Drive, Suite 207 ufax, ' ginia 22030 Fairfax, Virginia 22030 **_= 12-14 , ~. ty Affidavit to Self Prove Trust STATE OF VIRGINIr1 COUNTY OF FAIRFAX to-wit: Before me, the undersigned authority on this day rsonally appeared I~tiARY :i. BRAUN, -Cp~r kc o au ~ and ~~~~~~~ (_ y~~~~~s~1 ,known to me to be the Trustor an the witnesses, respectively, whose names are signed to the attached or fore~oin~ instrument and, all of these persons being by me first duly sworn, MARY 1. BRAUN, the Trustor, declared to me and to the witnesses in my presence that said instrument is her Living Trust and that she had willingly signed or directed another to sign the same for her, and executed it in the presence of said witnesses as her free and voluntary act for the purposes therein expressed; that said witnesses who, in her presence and at her request, and in the presence of each other, did subscribe their names thereto as .attesting witnesses on the day of the date of said Diving Trust, and that the Trustor, at the time of the execution of said Living Trust, was over the age of eighteen years and of sound and disposing mind and memory. MARY 7. ~ N, Trustor ESS 40 ersi ~ ,Suite 207 Fair x, V' uua 22030 ~ ~~ WITNESS 4020 University Drive., Suite 207 Fairfax, Virginia 22030 Subscribed, sworn and acknowledged before me by MARY 7. BR,~UN, the Trustor, ar~d subscribed and sworn before me by the witnesses whose names are set forth hereinabove, on this May 22, 2003. My Comm~issicn Expires: Prepared by: STEFFAN ~ MACDONALD, L.L. C. An Association of Prafessionai Corporations 4020 Universit3~ Drive, Suite 207, Fairfax, [~A 22030 Tel: (703) 691-4310 • Faz: (703) 691-0744 1620 L Street, .n: 6d!, Suite 825, Washington, D.C. 20036 Tel: (800) 69Z-2010 • Fax: (202) 393-3680 ***, 12-IS vvniv u. ~ i trrAN ~ COMMONWEALTH OF VIRGINIA ~ MY COMMISSION EXPIRES DEC, 3i, 2005 ~~. t. Schedule A (Trust Property) Other than any property the transfer of which would cause taxable income or violate any agreements restricting transfer or ownership, any and all properties of all kinds, whether presently owned ar hereafter acquired including, without limitation, the following: A. In General All: 1. Bank accounts (checking, savings, certificates of deposit, enc. ~, 2. Tenancies in safe deposit boxes, 3. Mutual and money market funds of all kinds, 4. Securities (stocks, bonds, treasury bills, :notes receivable, etc.), 5. Agency and custody accounts (at banks, '~rokerage firms, etc.), 6. Real estate wheresoever located (mortgages, land contracts, leaseholds, mineral interests, etc.), and 7. Any and all personal property, including ail household furniture and furnishings, rugs, pictures, plate, china, glass, silver, ornaments, brit-a-brat, books, sporting equipment, clothing, personal effects, automobiles and their accessories, stamp, coin, wine and book collections, jewelry and all other similar articles of tangible personal property, together with any and all policies of fire, theft, liability, property damage or other insurance on or in connection with any of such personal or other property. AND Page 1 -Schedule A ~" j~ B. Specifically: Banking Accounts Institution First Union National Bank NC8502 P.O. Box 563966 Charlotte, N.C. 28262-3966 Credit Union Accounts Institution Pentagon Federal Credit Union Box 1432 Alexandria, Virginia 22313-2032 Money Market Accounts Institution First Union National Bank NC8502 P.O. Box 563966 Charlotte, N.C. 28262-3966 Certificates of Deposit Institution MBNA America Bank, N.A. Post Office Box 15103 Wilmington, DE 19850-5103 Account Number 1651104568935;247412081576452; 012222061036064;012222097424679 flccount Number 2426216-O1-2; 0-1679425-55-1 Account Number 1410047068625 Account Number 40-8.32178-8; 404632279; 40-832182-0; 40-832183-8 Page 2 -Schedule A . t~,i 1~ Brokerage Accounts Institution Account Number American Express 103 Main Street Eynon, PA 18403-1308 143521805001 Equitable Accumulator Post Office Box 1547 Secaucus, New Jersey 07096-1547 300639224 Merrill Lynch 100 Rialto Place Suite 900 Melbourne, FL 32901 773 41016; 42V 10953 First Union Brokerage Services, Inc. Attn: Account Services 301 South College Street Charlotte, North Carolina 28288-1167 9981496446; 172.69922 USAA Investment Management Company Attn: Shareholder Services 9800 Fredericksburg Road San Antonio, Texas 78288 003958338 Raymond James Financial Services, Inc. 880 Carillon Parkway St. Pete, Florida 33716 10752194 Mutual Funds Name Acco}int Number Fidelity Investments Attn: Account Maintenance P.O. Box 770001 Cincinnati, OH 45277-0002 2AR-961779 Treasurv Direct Treasury Direct Account No: 22000023003 Page 3 -Schedule A • I+~~ ~y Life Insurance Company MBNA America _ c/o Special Risk International 7801 York Road, Suite 224 Towson, Maryland 21286 Personal Property Item All Titled and Untitled Assets -, ,~fi ~,~-;~ ~-~5- ,, _ `` Page 4 -Schedule A ~. ~;. ,. Policy Number 5490993502029749 '~, ~ . ~~~ ~ Trustor's Other Assets The assets listed below have had the beneficiary designation changed so that the Living Trust is either a primary or contingent beneficiary. In the event of my death, Legal Counsel should be consulted to determine whether the primary beneficiary should disclaim an interest in the asset to permit the contingent beneficiary to receive such asset -such disclaimer must be made within a short period of time following my death and. may result in substantial estate tax benefits to my overall estate. The items Listed herein are typically Qualified Plans, IRA's and Annuities. These assets have not had title changed to the Trust because changing title may be deemed to be a liquidation for income tax purposes. Therefore, only the beneficiary designations have been changed. Specifically: Individual Retirement Arrangements (IRAs) 1~TamP Wachovia Securities Attn: IRA Account Services 401 South College Street Charlotte, North Carolina 28288-1164 Annuities Name First Union National Bank P.O. Box 140103 Orlando, Florida 32814-0103 Transamerica Life Companies Transamerica Occidental Life Post Office Box 419522 Kansas City, MO 64141-6522 Account Number ~~~XX5483;032220273560103;172699201 Account Number 1651.104568935 41027573 Page 5 -Schedule A