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HomeMy WebLinkAbout10-28-11 (2)15D561D143 REV-1500 ~``°'-'°'' OFFICIAL USE ONLY PA Department of Revenue Pennsylvania county code near File Number Bureau of Individual Taxes o~ARTAAENTOFR Po Box.2aoso~ INHERITANCE TAX RETURN 21 11 52 6 Harrisburg, PA 17126-0601 RESIDENT DECEDENT ENTER DECEDENT INFORMATION BELOW Socal Security Number Date of Death 185 34 0982 Ol 29 2011 Decedent's Last Name Suffix JONES (If Applicable) Enter Surviving Spouse's Information Below Spouse's Last Name Suffix DONE S Spouse's Social Security Number Date of Birth 04 21 1944 Decedent's First Name MI ROBERT J Spouse's First Name MI DEANNA M THIS RETURN MUST BE FILED IN DUPLICATE WITH THE REGISTER OF WILLS FILL IN APPROPRaATE OVALS BELOW 1. Original Return ^ 2. Supplemental Return ^ 4. Limited Estate a qa, Future Interest Comppromise (date of death attar 12-122) 6' Att~Copy of wllt~ to ^ 7• (ADettced~ept~Y ir'r>ad~ Living Trust cC ^ 9. Litigation Proceeds Received ^ P9~~~~ ~~~d 95~~th 10. ~~n CORRESPONDENT -THIS SECTION MUST BE COMPLETED. ALL Name DANIEL P JOHNSON First line of address ONE GATEWAY CTR 16TH FL Second line of address 420 FT DUQUESNE BLVD City or Post Office S~~ PITTSBURGH PA AND CONFIDENTIAL TAX INFORMATION SHOULD BE DIRECTED TO: Daytime Telephone Number 412 454 0224 REGISTER "• LY _.___ f ~ 6 K" ~ ~ ~ ~~ bb -~ ~ c:~ .. , ~...~.; ~- ._ ~ w. ~ ~ ~ ~ ~. -' '~ M ~ ` ~'~-~ ~ . . i-- D ED ZIP Code ~~ * . -.~a~r _~ Correspondent's e-mail address: djOhnSOn1~W1111arnSCOUISOn.COm Under penalties of perjury, I deGare that I have examined this return, inGuding accompanying schedules and statements, and to the best of my knowledge and belief, it is true, con-ect and complete. Declaratron of preparer other than the personal representative is based on all information of which preparer has any knowledge. SIGNATURE OF PERSON RESPONSIBLE FOR FI RETURN DATE i~i1~~.GdJ~ ~ Deanna MJones /v'aZd ~ ~~ OF Daniel P. Johnson ^ 3. Remainder Return (date of death prior to 12-13-82) ^ 5. Federal Estate Tax Return Required ~ 8. Total Number of Safe Deposit Boxes ^ 11. Elecction to tax under Sec. 9113(A) (Attach Sch. O) DATE /~ ADDRESS / / / One Gateway Ctr/, 16th FL, Pittsburgh, PA Side 1 150561D143 15D561D143 REV-1500 EX Deceaer,rs Name: Jones, Robert J 15D561D243 Decedent's Social Security Number 185 34 0982 RECAPITULATION 1. Real Estate (Schedule A) ................................_.... ................................................. 1. 2. Stocks and Bonds (Schedule B) ........................... ................................................. 2. 3. Closely Held Corporation, Partnership or Sole-Pr prietorship (Schedule C)......... 3. 4. Mortgages & Notes Receivable (Schedule D) ...... ................................................. 4. 5. Cash, Bank Deposits & Miscellaneous Personal roperty (Schedule E) ............... 5. 122 , 8 35.82 6. Jointly Owned Property (Schedule F) ^ Sep rate Billing Requested..........._ 6. 7. Inter-Vivos Transfers 8~ Miscellaneous -Prob (Schedule G) ~ Sep to Property rate Billing Requested............ 7. 3 , 639 , 706.00 8. Total Gross Assets (total Lines 1-7) ................... .................................................. 8. 3 , 7 62 , 541.82 9. Funeral Expenses 8~ Administrative Costs (Sch ule H) ....................................... 9. 97 , 473.50 10. Debts of Decedent, Mortgage Liabilities, 8 Liens Schedule I) .............................. 10. 37 , 326.59 11. Total Deductions (total Lines 9 8~ 10) ................. ................................................. 11. 134 , 8 0 0 . 0 9 12. Net Value of Estate (Line 8 minus Line 11) ........ ................................................ 12. 3 , 627 , 741.73 13, Charitable and Governmental Bequests/Sec 911 Trusts for which an election to tax has not been made (Schedule ) ............................................... 13. 14. Net Value Subject to Tax (Line 12 minus Line 1 ) ............................................... 14. 3 , 62 7 , 7 41.7 3 TAX COMPUTATION -SEE INSTRUCTIONS FORA PLICABLE RATES 15. Amount of Line 14 taxable at the spousal tax rate, or transfers under Sec. 9116 5 8 8, 7 9 0. 0 0 2 15. 0. 0 0 (a)(1.2) X .00 , 16. Amount of Line l4 taxable 1,034,951.73 1s. 46,572.83 at lineal rate X .045 17. Amount of Line 14 taxable 4, 0 0 0. 0 0 17. 4 8 0 . 0 0 at sibling rate X .12 18. Amount of Line 14 taxable 0 . 0 0 18. 0 . 0 0 at collateral rate X .15 19. Tax Due .............................................................. .............. 19. 47 , 052 _ 83 20. FILL IN THE OVAL IF YOU ARE 1 REFUND OF AN OVERPAYMENT. Side 2 15D561D243 15D5-61D243 Rev-7508 EX+ (B.Bg) SCHEDULE E CASH, BANK DEPOSITS, ~ MISC. PERSONAL PROPERTY cDUMONVUEn~TN of PENNSnvANu INHERRANCE TAX RETURN RESIDENT DECEDENT ESTATE OF FILE NUMBER Jones, Robert J 91.11_iS9R Include the proceeds of litigation and the date the proceeds were received by the estate. All property joiMlYowned with the right of survivorship must be disclosed on schedule F. ITEM NUMBER DESCRIPTION VALUE AT DATE OF DEATH 1 Proceeds due Robert John Jones on settlement of asbestos claim. A schedule identifying 122,835.82 the proceeds received to date and the remaining proceeds due the Estate is attached hereto. TOTAL (Also enter on Line 5, Recapitulation) I 122,835.82 (If more space is needed, additional pages of the same size) Copyright (c) 2002 form software only The Lackner Group, Inc. Form PA-1500 Schedule E (Rev. 6-98) Rev-1510 EX+ (6-98) SCHEDULE G INTER-VIVOS TRANSFERS ~ MISC. NON-PROBATE PROPERTY COMMONWEALTH OF PENNSYLVANIA INHERITANCE TAX RETURN RESIDENT DECEDENT ESTATE OF (FILE NUMBER Jones, Robert J 21-11-526 This schedule must be completed and filed'If fhe answer to any of questions 1 through 4 on the reverse side of the REV-1500 COVER SHEET is yes. ITEM NUMBER DESCRIPTION OF PROPERTY THE DATErOF~TROAN3FRER.SATTACN A COPY OF THE DEIED OR REAL ES a"TDE. DATE OF DEATH VALUE OF ASSET % OF DECD'S INTEREST EXCLUSION (IF APPLICABiE) TAXABLE - VALUE 1 Lincoln Benefit Life Deferred Fixed Annuity #LBF1140 62,947.00 62,947.00 -700 -Beneficiary: Deanna M. Jones 2 Lincoln Benefit Life Deferred Fixed Annuity 60,180.00 60-,,180.00 #LBF1185352 -Beneficiary: Deanna M. Jones 3 Lincoln Benefit Life Deferred Fixed Annuity #LBF122 155,455.00 155,455.00 -0608 -Beneficiary: Deanna M. Jones 4 Schwab IRA account # 3098745 beneficiary: Deanna 704,970.00 704,970.00 M. Jones 5 Amy Jones - 2010 gift to daughter-in-law 13,000.00 3,000.00 10,000.00 6 Amy Jones - 2011 gift to daughter-in-law 12,500.00 3,000.00 9,500.00 7 Arden Jones - 2010 gift to grandson 13,000.00 3,0.00.00 10,000.00 8 Arden Jones - 2011 gift to grandson 12,500.00 3,000.00 9,500.00 9 Corey Jones - 2010 gift to son 13,000.00 3,000.00 10,000.00 10 Corey Jones - 2011 gift to son 12,500.00 3,000.00 9,500.00 11 Ellie Jones - 2010 gift to granddaughter 13,000.00 3,000.00 10,000.00 12 Ellie Jones - 2011 gift to granddaughter 12,500.00 3,000.00 9,500.00 13 James Jones - 2010 gift to brother 5,000.00 3,000.00 2,000.00 14 Jennifer Jones - 2010 gift to daughter 13,000.00 3,000.00 10,000.00 15 Jennifer Jones - 2011 gift to daughter 12,500.00 3,000.00 9,500.00 Total of Continuation Schedules See attached a es TOTAL (Also enter on Line 7, Recapitulation) 3,639,706.00 (If more space is needed, additional pages of the same size) Copyright (c) 2002 form software only The Lackner Group, Inc. Form P14-1500 Schedule G (Rev. 6-98) Rev-1510 EX+ t8-98) SCHEDULE G INTER-VIVOS TRANSFERS ~ MISC. NON-PROBATE PROPERTY colvaoNwEa.TH of PENNSr~vANw INHERITANCE TAX RETURN continued RESIDENT DECEDENT ESTATE OF FILE NUMBER Jones, Robert J 21-11-~26 ITEM NUMBER DESCRIPTION OF PROPERTY THE DATE OF TERDANSFRER.SATTACFI ACOPY OFTHE DEED FDOREREAL ESTA1 E. DATE OF DEATH VALUE OF ASSET %OF DECD'S INTEREST EXCL SIGN ~ IDgBLE IF APPLI > TAXABLE VALUE 16 John Jacobs - 2010 gift to grandson 13,000.00 3,Op0.00 10,000.00 17 John Jacobs - 2011 gift to grandson 12,500.00 3,Op0.00 9,500.00 18 Jones Family Irrevocable Trust - gift to trust made 45,000.00 45,000.00 within one year from decedent's date of death. The amount of the gift was $50,000, the first $5,000 of which is for the benefit of Deanna M. Jones, surviving spouse. 19 Joselyn Jones - 2010 gift to granddaughter 13,000.00 3,000.00 10,000.00 20 Josselyn Jones - 2011 gift to granddaughter 12,500.00 3,Op0.00 9,500.00 21 Kristin Jacobs - 2010 gift to daughter 13,000.00 3,000.00 10,000.00 22 Kristin Jacobs - 2011 gift to daughter 12,500.00 3,Og0.00 9,500 00 23 Mary Pallos - 2010 gift to sister 5,000.00 3,000.00 2,000.00 24 Nicholas Jacobs - 2010 gift to son-in-law 13,000.00 3,o0p.00 10,000.00 25 Nicholas Jacobs - 2011 gift to son-in-law 12,500.00 3,000.00 9,500.00 26 Samuel Jacobs - 2010 gift to grandson 13,000.00 3,o0p.00 10,000.00 27 Samuel Jacobs - 2011 gift to grandson 12,500.00 3,000.00 9,500.00 28 Metro Bank savings account #626-942-924 UT/F 245,440.00 245,440.00 Deanna M. Jones 29 PNC checking account#51-1286-1879 I/T/F Deanna M. 137,807.00 137,807.00 Jones Copyright (c) 2002 form software only The Lackner Group, Inc. Form PA-150p Schedule G (Rev. 6-98) Rev-1510 EX+ (6-98) SCHEDULE G INTER-VIVOS TRANSFERS & MISC. NON-PROBATE PROPERTY COMMONVYEALTH OF PENNSYLVANUI iNNERrtaNCE rnx i:EEn,w., continued RESIDENT DECEDENT ESTATE OF I FILE NUMBER Jones, Robert J 21-11-526 ITEM NUMBER DESCRIPTION OF PROPERTY THE DATENO~F TRDAFNSF~ERSATTACFI A COPY OF THE DEED F~OREREAL EsT~A~. DATE OF DEATH VALUE OF ASSET % OF DECD'S INTEREST EXCLUSION (IF APPLIICABLE) TAXABLE VALUE 30 Robert John Jones Revocable Trust consisting of 2,028,907.00 2,028,907.00 assets set forth on attached statement. - TOTAL (Also enter on Line 7, Recapitulation) I 3,639,706.00 Copyright (c) 2002 form software only The Lackner Group, Inc. Form PA-150 Schedule G (Rev. 6-98) i REV-7151 ex+(~0-05) SCHEDULE H COMM PENNY Ewuk FUNERAL EXPENSES ~ '~R~~~~o~~R`~ ADMINISTRATIVE COSTS ESTATE OF FILE NUMBER Jones, Robert J 21-11-526 Debts of decedent must be reported on Schedule I. ITEM DESCRIPTION AMOUNT A. FUNERAL EXPENSES: See continuation schedule(s) attached B. ADMINISTRATIVE COSTS: 1. Personal Representative's Commissions Name of Personal Representative(s) Street Address City State zio Year(sl Commission paid 2. Attorney's Fees Williams Coulson 3. Family Exemption: (If decedent's address is not the same as claimant's, attach explanation) Claimant Deanna M Jones Street Address 4 Appaloosa Way city Carlisle state PA zio 17015 Relationship of Claimant to Decedent SpOUSe 4. Probate Fees 5. Accountant's Fees 6. Tax Retum Preparer's Fees 7. Other Administrative Costs See continuation schedule(s) attached TOTAL (Also enter on line 9, Recapitulation) 13,750.00 80,000.00 3,500.00 223.50 97,473.50 Copyright (c) 2009 form software only The Lackner Group, Inc. Form PA-15L10 Schedule H (Rev. 10-06) ___ _ _ _ __ __ _ 1- SCHEDULE H FUNERAL EXPENSES AND ADMINISTRATIVE COSTS continued ESTATE OF FILE NUMBER Jones, Robert J 21-11-526 ITEM NUMBER DESCRIPTION AMOUNT Funeral Expenses 1 Frank Duca Funeral Home 2 Grandview Cemetery 3 Our Mother of Sorrows Church Other Administrative Costs 4 Thank you notes and postage 5 Vital Records H=A 13,750.00 43.50 180.00 H-B7 12,825.00 775.00 150.00 223.50 Copyright (c) 2002 form software only The Lackner Group, Inc. Form PA-1500 Schedule H (Rev. 6-98) Rev-1512 EX+ (12-0ti) SCHEDULE 1 DEBTS OF DECEDENT, MORTGAGE LIABILITIES, ~ LIENS C.OMMONWEALTN of PENNSnvANw INHERITANCE TAX RETURN RESIDENT DECEDENT ESTATE OF FILE NUMBER Jones, Robert J 21-11- 26 Report debts incurred by the decedent prior to death that remained unpaid at the date of death, including unreimbursed medical e>dpenses. ITEM VALUE AT DATE NUMBER DESCRIPTION OF DEATH 1 Capital One 1,403.50 2 Citibank Mastercard 4,334.38 3 Frank Roberto, Tax Collector -one-half of 2011 Cumberland County and Middlesex Township 640.42 real estate taxes for property jointly-owned with Deanna M. Jones 4 One-half of utility charges for property jointly-owned with Deanna M. Jones 256.54 5 Patriot News 32.50 6 Pension Benefit Guaranty Corporation -reimbursement for pension overpayment 29,823.05 7 . Target 836.20 TOTAL (Also enter on Line 10, Recapitulation) I 37,326.59 (If more space is needed, additional pages of the same size) Copyright (c) 2009 form software only The Lackner Group, Inc. Forrn PA-150 Schedule I (Rev. 12-08) 1. REV•1513 EX+ (~ x-06) SCHEDULE J COMM~H~NT DECEDENT~ANIA BENEFICIARIES ESTATE OF FILE NUMBER Jones, Robert J 21-11-8 26 NAME AND ADDRESS OF RELATIONSHIP TO SHARE OF ESTATE AMOUNT OF ESTATE NUMBER PERSON(S) RECEIVING PROPERTY DECEDENT (Words) ($$$) I TAXABLE DISTRIBUTIONS [inGude outright spousal ~ distributions, and transfers under Sec. 9116 a 1.2 See attached schedule Total 3,627,742.00 Enter dollar amounts for distributions shown above on lines 15 throw h 18 on Rev 150 0 cover sheet, as a r o riate. NON-TAXABLE DISTRIBUTIONS: II. A. SPOUSAL DISTRIBUTIONS UNDER SECTION 9113 FOR WHICH AN ELECTION TO TAX IS NOT TAYCEN B. CHARITABLE AND GOVERNMENTAL DISTRIBUTIONS TOTAL OF PART II -ENTER TOTAL NON-TAXABLE DISTRIBUTIONS ON LINE 13 OF REV-1500 COVER SH~ETI Copyright (c) 2009 form software only The Lackner Group, Inc. Form PA-1500 Schedule J (Rev. 11-08) SCHEDULE J BENEFICIARIES (Part I, Taxable Distributions) ESTATE OF: Robert J Jones 01/29/2011 185-34-0982 ltem Name and Address of Person(s) Share of Estate Amount of Estate Number Receiving Property Relationship (Words) ($$$) 1 Jones Family Irrevocable Trust Children 45,000.00 4 Appaloosa Way Carlisle, PA 17115 2 John Jacobs Grandson 19,500.00 11715 Ascot Lane Chagrin Falls, OH 44023 3 Kristin Jacobs Daughter 19,500.00 11715 Ascot Lane Chagrin Falls, OH 44023 4 Nicholas Jacobs Son-in-Law 19,500.00 11715 Ascot Lane Chagrin Falls, OH 44023 5 Samuel Jacobs Grandson 19,500.00 11715 Ascot Lane Chagrin Falls, OH 44023 6 Amy Jones Daughter-in-Law 19,500.00 4405 River Run Road Nesbit, MS 38651 7 Arden Jones Grandson 19,500.00 4405 River Run Road Nesbit, MS 38651 8 Corey Jones Son 19,500.00 4405 River Run Rd Nesbit, MS 38651 9 Deanna M Jones Spouse 1,366,799.00 4 Appaloosa Way Carlisle 17015 1 SCHEDULE J BENEFICIARIES (Part I, Taxable Distributions) ESTATE OF: Robert J Jones 01/29/2011 185-34-0982 Item Name and Address of Person(s) Share of Estate Amount of Estate Number Receiving Property Relationship (Words) ($$$) 10 Ellie Jones Granddaughter 19,500.00 4405 River Run -Road Nesbit, MS 38651 11 James Jones Brother 2,000.00 206 Summers Lane New Freedom, PA 17349 12 Jennifer Jones Daughter 19,500.00 1489 Steele St Apt 107 Denver, CO 80206 13 Josselyn Jones Granddaughter 19,500.00 4405 River Run Road Nesbit, MS 38651 14 Mary Pallos Sister 2,000.00 1542 Main St Glastonbury, CT 06033 15 Robert John Jones Family Trust Children 794,952.00 4 Appaloosa Way Carlisle, PA 17015 16 Robert John Jones Family Trust Wife 1,221,991.00 4 Appaloosa Way Carlisle, PA 17015 Total 3,627.742.00 2 REV-1514 p(+ (4-09) COMMONWEALTH OF PENNSYLVANIA INHERITANCE TAX RETURN RESIDENT DECEDENT SCHEDULE K LIFE ESTATE, ANNUITY & TERM CERTAIN :heck Box 4 on Rev-1500 Cover Shea ESTATE OF I FILE NUMBER Jones, Robert J 21-11-526 This schedule should be used for all single I'rfe, joint or successive life estate and term-certain calculations. For dates of depth prior to 5-1-89, actuarial factors for single life calculations can be obtained from the Department of Revenue. Actuarial factors can be found in IRS Publication 1457, Actuarial Values, Alpha Volume for dates of death from 5-1.89 to 4-30-99, and in Aleph Volume for dates of death from 5-1-99 and thereafter. Indicate the type of instrument which created the future interest below and attach a copy to the tax return. NEAREST AGE AT TERM O~ YEARS NAME OF LIFE TENANT DATE OF BIRTH DATE OF DEATH LIFE ESTAT • IS PAYABLE Deanna Marie Jones 02/12/1945 66 ®Life or ^ Term bf Years Life or LJ Term ~f Years Life or ^ Term of Years ~U Life or LJ Term ¢f Years 1 _ Value of fund from which life estate is payable $ 2,016,943.00 2. Actuarial factor per appropriate table .31864 Interest table rate - ^ 3112% ^ 6% ^ 10% ®Variable Rate 2.4% 3. Value of life estate (Line 1 multiplied by Line 2) $ 642,678.72 ~.. ~ ;,It NAME OF ANNUITANT DATE OF BIRTH NEAREST AGE AT DATE OF DEATH TERM IOF YEARS ANNUI IS PAYABLE ^ Life or ^ Term cbf Years ^ Life or ^ Term ctf Years ^ Life or ^ Term of Years ^ Life or ^ Term df Years 1. Value of fund from which annuity is payable $ 2, Check appropriate block below and enter corresponding number Frequency of payout Weekly (52) ^ Bi-weekly (26) ^ Monthly (12) ^ Quarterly (4) ^ Semi-annually (2) ^ Annually (1) ^ Other 3. Amount of payout per period $ 4, Aggregate annual payment. Line 2 multiplied by Line 3 5. Annuity Factor (see instructions) Interest table rate - ^ 3112% ^ 6°k ^ 10% ^ Variable Rate 6. Adjustment Factor (see instructions) $ 7. Value of annuity - If using 3 1/2%, 6%, 10% or if variable rate and period payout is at end of period, calculation is: Line 4 x Line 5 x Line 6 $ If using variable rate and period payout is at beginning of period, calculation is: (Line 4 x Line 5 x Line 6) + Line 3 NOTE: The values of the funds which create the above future interests must be reported as part of the estate assets on Schedules A through G of the tax return. The resulting I'Ife or annuity interest(s) should be reported at the appropriate tax rate on Lines 13 and 15 through 18 of the return. Copyright (c) 2009 form software only The Lackner Group, Inc. Form PA-1$00 Schedule K (Rev. 4-09) REV-7647 Ex+ (9-00) SCHEDULE M COMMONWEALTH OF PENNSYLVANIA FUTURE INTEREST COMPROMISE INHERITANCE TAX RETURN RESIDENT DECEDENT (Check Box 4a on Rev-1500 Cover Sheet) ESTATE OF FILE NUMBER Jones, Robert J 21-11-526 This schedule is appropriate only for F~tates of decedents dying after December 12, 1982. This schedule is to be used for all future interests where the rate of tax which will be applicable when the future interest vests in possession and enjoyment cannot be established with certainty. Indicate below the tune of instrument which created the future interest and attach a coov to the tax return ^ Will ®Trust ^ Other I. Beneficiaries NAME OF BENEFICIARY RELATIONSHIP DATE OF BIRTH AGE TO NEAREST BIRTHDAY 1. Deanna M Jones Wife 02/12/1945 66 2. Kristin Jacobs Daughter 10/13/197 40 3. Corey Jones Son 05/29/1973 38 4. Jennifer Jones Daughter 07/24/1975 36 5. - II. For decedents dying on or after July 1, 1994, if a surviving spouse exercised or intends to exercise a right of witihdrawal within 9 months of the decedent's death, check the appropriate block and attach a copy of the document in which the surviving spouse exercises such withdrawal r'~qt. L_1 Unlimited ri ht of withdrawal ^ Limited ri ht of withdraw~ll III. Explanation of Compromise Offer: Please see attached explanation of compromise offer. IV. Summary of Compromise Offer: 1. Amount of Future Interest: 2. Value of Line 1 exempt from tax as amount passing to charities, etc. (also inGude as part of total shown on Line 13 of Cover Sheet) 3. Value of Line 1 passing to spouse at appropriate tax rate Check One ^ 6% ^ 3% ®0% (also include as part of total shown on Line 15 of Cover Sheet) 4. Value of Line 1 taxable at lineal rate ^ 6% ®4.5% (also include as part of total shown on Line 16 of Cover Sheet) 5. Value of Line 1 taxable at sibling rate (12%) (also include as part of total shown on Line 17 of Cover Sheet) 6. Value of Line 1 taxable at collateral rate (15%) (also include as part of total shown on Line 18 of Cover Sheet) 7. Total value of Future Interest (sum of Lines 2 thru 6 must equal Line 1) 1,221,991.00 794,952.00 2,016,943.00 2,016,943.00 Copyright (c) 2002 form software only The Lackner Group, Inc. Fonn PA-1500 Schedule M (Rev. 6-98) - - -L-- Robert J. Jones File No. 2111-526 Exhibits to Pennsylvania Inheritance Tax Retum -Resident Decedent 1. Will of Robert John Jones dated June 15, 2010 2. Revocable Trust Agreement dated June 15, 2010 3. Statement regarding settlement proceeds, Schedule E, item 1 4. Statement of assets held in Schwab IRA account #3098745, Schedule G, item 4 5. Statement of assets held in the Robert John Jones Revocable Trust account, Schedule G, item 30 6. Attachment to Schedule M, item III, explanation of compromise offer 7. Expense chart prepared by Coury Financial Services, Attachment to Schedulle M compromise {WC497006.1 } EXHIBIT A C~Op~7 wrLL ROBERT OHN JONES I, ROBERT JOHN JONES, a resident of Cumberland Coun Pennsylvania, and a citizen of the United States of Americ ~'~ Commonwealth of revoking any and all former wills or codicils made by me, a' make ~ my Last Will, hereby ARTICLE ONE I direct my personal Representative (which well as the singular) to pay the expenses of my last illness may be convenient after my death. Payment of Last Ex u,C, ARTICLE TWO designation shall refer to the plural as ~.nd my funeral expenses as soon as Tangible Personal Property Sec-- lion 1 • Wife Surviving z give my automobiles, household and er effects, and other tangible personal property of like nature (not including cash or sec together with any existin P s©naI with the on ' g insurance thereon, as I may have provided in a memoranda kept ginai of ties Will, or to the extent not so provided, to my wife, DEANNA JONES, if she survives me by sixty (60) days. MARIE Sec-- hQn?• Wife Not Survivin , If my said ;[~,ife fails to survive me b s' days, I give said property as I may have provided in a memorandum kept with the Y .~~' (60) Will, or to the extent not so provided, to such of my children, includin COREY M. JONES orlgmal of this and JENNIFER M. JONES, as are li g KRISTIN A. JACOBS, my death, in such shares or by such items as they may agreenupon or,1 ~ ~~ 61st then in such shares or by such items of a ro (_) daY after shall determine after consultin pp ximately equal value as my Peryson Representative packing, shi g the wishes of my children. I direct that the expenses of storing, PPmg, msuring and delivering such property to an be paid by my personal Representative as an Y beneficiary entitled thereto shall property not so distributed shall be sold, and ft<ap oceed shall b a ddedmto my residu Y such and pass under Article Three hereof. ary estate ARTICLE THREE Residue I give all of the residue of my estate to the Trustees under the Robert John Jones Revocable Trust (as maybe amended or restated at an herewith (the "Revocable Trust"), to be added to and to fo~ne arior to my death) of even date part of the Trust Estate held under (wcoisaao.~ ~ the Revocable Trust, or, if the Revocable Trust is not in effect at the time of m dea in trust on the same teams and conditions specified in the Revocable Trust as it exi time of the execution of this Will or of the last codicil hereto, with like effect as if ~~ to be held conditions were set forth herein verbatim, sted at the said terms and ARTICLE FOUR Pers- o- na1 Re_nres~dve I appoint my wife, DEANNA W~• My said wife and any successor Personal Representative shall each have the her, his or its sole discretion, to appoint another in E JONES, as Personal Representative of this additional or successor Personal Representative, o rto renounce he1rP, his o fi~uco~ ~ anority, in Personal Representative in favor of another individual or a corporate fiduci is or becomes unable or unwilling to act or to continue to act as personal Re resen n as Will and her successor has not been appointed, I appoint m ~'' If my said wife successor Personal Representative. If my said ~ughter is or becomes unable or un hve of this or to continue to act as Personal Representative of this Will and ~ ' KRIST~ A. JACOBS, as appointed, I appoint my brother J her successor has no be~ to act additioa to the powers conferred by l~smy pe~~ Repre entative shall b ePresentative. In discretionary powers; ave the following Sec-- ton 1. Power to Retain Assets. To retain as received hereunder, without any duty of diversification, including~the s o k of aria co (or its parent or subsidi Y property ary corporation) that is serving as personal Representative rporation Section 2. Power to Invest. To invest and reinvest the such stocks, bonds, mortgages, general or limited principal of m Preperty, real or ~ g P~ership interests, securities or othera~ ~ Pe~onal without bean limited to the classes of securities or investments in which fiduciaries are by law authorized to invest fiznds. Sec- ion 3. Power to Deal With Assets. To sell, exchange, lease, encumber, option or otherwise dispose of all or any portion of my estate, real or personal in such and upon such terms and conditions as are deemed advisable, and to make, execute an any documents necess manner ary to effectuate any powers herein, granted. d deliver Secs 4' T- P--ower_s• In connection with the makin. tax, estate, inheritance and other. death tax, gift tax and other tax re g and f ling of al] income taxes, to make such elections, decisions, concessions and settlements, including extens" time for the payment of any federal estate taxes or other taxes due turns and the paYmg of such without liability to an , as may be deemed grape f compensatin ad •us Y person thereby affected, and without the necessity of makin g J tments. g Seohon 5. Power to Distribute in Kind. To make distributions of my estate its cash, in kind, or partly in cash and partly in kind; and to without consideration of the income tax basis of the assetstributed~ rata distributions in kind Sec-- ~0-n 6• Advance Distributions. To make advance distributions in an estimated amount to fund the respective Trusts established under the Revocable Trust. Sec-~. Election Under 206 b 7 . survives me, I author2ze my personal Representative t make an e~letio under and ur Section 2056 MARIE JONES, (b)('~ of the Internal Revenue Code of 1986, as amended p snant to (hereinafter, the Code") iwc4zaa4o.i } with respect to any assets which may be included in my Gross Estate for federal es purposes, if my personal Representative deems such an election to be advisable ~ Iate tax facts and circumstances applicable at that time, The dete Representative in this regazd shall be made without the necessi of ob shall be binding on all persons interested in nation made by my Personal the established therefrom. No good faith exercise, nonexercise or ~ taming court approval and my estate or in any (rust established or to be granted to my Personal Representative hereunder shall be subject to complaint or a e PAY, and my estate shall hereby indemni partial exercise of authority claims and costs (including attorney's fees~asso sated there`p ~ entative a a' Pp al by any g inst any and all such Section g• Allocation of Generation-Ski my Personal Representative to allocate pursuant to Section 2631(a) of the Coderansly authorize federal generation-skipping transfer tax exemption which may be available as of y pro a the date of my death to an p rty with respect to which I am the transferor for generation-s~ Y unused purposes, whether or not such property passes under this Will or otherwise and hem or such property was transferred Burin g my lifetime or by reason of my death; provid not that it is my desire, but in no way my direction, that my personal Representative exemption in the f°Llowing order of riori ~ however, resulting from a disclaimer P t3'~ (a) to all direct skips other than an allocate said established under Article Foie o t1 a Revocable Tn~ ~~~ to web ort JOB Jones Famil~t sips distributed to the Deanna Marie Jones p rtion of an Y Trust Revocable Trust for which a Code Section 6 2 a 3e electio ni~,y be made y pxoperty my wife, to the Non-Exempt Trust if an ()() ArtYCIe Three of the was elected to ual' Y, under the Deanna Marie Jones Revocable Trust h to determine otherwise forogood rmea~so Mdy Pe sonal Re res unless my personal Representative shall exclude any property with respect to which I am the trapnsferarafrom lasn° shall be authorized to exemption. My Personal Representative shall be authorized to make any election vela ' allocation of such exemption, specifically includin Y such ~0Catt0n of such of the Code wig respect to g anY election pursuant to Section 261,52 to the election made by my Personal Represen~ve shall be made without th ()(3) P P rtY• Any such allocation or court approval and shall be binding on the transferee of an e necessity of obtaining transfer I may have made and on all persons interested in my state or iiig~ mttOn-skipping to be established thereon. No good faith exercise anthori Y trust established or ~' granted to my Personal Representative he eunder shall be b ct to c mPlialn or appeal by any Party, and I hereby rode claims and costs (mclu ' , ~~' mY Personal Representative against any and all such ding attorneys fees) associated therewith, Secs 9• Business Powers. My Personal Representative ma c business owned and operated by me or my estate as a sole proprietorship or an conducted by a limited or general Y any on any period of time my personal Represent~native a deem advois~lee ~d to ~~ e y b~iness Representative shall have the power to do an Partner for whatever inclu ' y and ail things deemed necess nd niy Persaal ~ ~e power to paY any negative cash flow, the power to incorporat an o such r0pr~ate, hold the stock as an investment, the polder to borrow and pledge assets held in tru for such borrowin Y business or g, the power to liquidate or sell any such business or such interests therein at public or private sale and at such times and upon such terms as my personal Re st as seauri~ deems advisable, and the power to employ agents to manage and operate such b ' liability for the actions of any such agents, or for any loss, liabih Presentative business, if the management is selected or retained with reasonable care. debtednessof such °ut Sec`1 ~• Real Estate and proceeds. I do not wish to have the value of m estate reduced by the forced sale of any real estate which I may own at my death. I ther authorize my Personal Representative to retain such real estate until such time as it c for its fair market value and, if necess efore dry in order to provide funds for the a ~ be sold p Yment of any debts, (WC428gg0.7 ] expenses, estate taxes, inheritance taxes, transfer taxes and other taxes of a similar nature payable by reason of my death, I authorize my personal Representative to borrow money and for that purpose to mortgage any such real estate and to execute and deliver all notes, bonds mortgages, and other instruments and to perform all acts necess connection therewi ary, proper or convenient in ~ ~Y and all such loans and mortgages to be made in the sole discretion of my Personal Representative and for such amounts and upon such terms as my personal Representative deems proper, I authorize my personal Representative in her or his sole discretion, and without the necessity ofpetitioning any court for approval or confirmation, to sel at any time all or part of the real estate which I own at my death to airy one or more of my issue 1 for such price and upon such terms and conditions as my personal Representative and m surviving children may agree. Y ARTICLE FIVE Waiver of Bond I direct that no Personal Representative serving hereunder shall be required to give bond for the faithful performance of duty in any jurisdiction. ARTICLE SIX Source of Pa eat of Debts Ex eases and Taxes (a) Except as provided in paragraph (b)' and in .the Revocable Trust, as or restated, whether or not said Trust is funded on the date of my death, alI federal estate taxes and ~ local, state and forei amended payable by reason of my dea h up n ~ e o~~' fifer, legacy, succession and similar taxes purposes, whether or not such roe ~ ~~' constituting my gross estate for death tax (~~y) payable at my death with respe t tosall tradnsftrs o pil~paen Y onstitutin direct m defined in Section 2612(c) of the Code) of which I am the transferor, other than an PP ~ s~ Ss resulting from a disclaimer or to the extent that ageneration-ski Y direc P ~p PPmg tax exemption is claimed with respect thereto, and any interest and penalties on any of the same, together with all debts costs of administration and other proper expenses paid by my personal Representative, shall be paid from the principal of my residuary estate passing under Article Three of this 'Will, without reimbursement from or apportionment among the legatees or devisees or persons having a beneficial interest in any such property. (b) Any of such taxes identified in paragraph (a) above attributable to (1} qualified terminable interest property in which I may have a ual' (2) Property not included in my estate fora q ifymg income interest for life, govemin dmimstration purposes and with respect to which a g instrument directs the fiduciary or other legal owner thereof to pay from such property a share or portion of such taxes, (3) property over which I may have a power of appomtmen which powex was given by someone other than myself, or 4 an ~ as otherwise specifically provided under ar () Y generation-ski in of the same, shall be apportioned and paid in the mane rbprovidedin ~eerest or penalgtie on anyt the distribution of said property, or if no such provision is made in the ~trument governing manner provided by law. {wc+zseao.~ j ARTICLE SEVEN Interoretation of WiIl SecSec--=_l. Sm ula.r and Plural• Use of Gender. singular shall include the plural, the plural the sm applicable to all genders, mar and the Whenever used herein, the use of any gender shall be ~~ Sec_ ti_ 'on 2. Definition of Child Children and Tssue. "children and "issue" are used herein, such terms shall include ado ted e ' the date of adoption, with full effect as if they were the natural c Whenever the terms "child'>~ Such terms are also intended to include persons in gestation at any a hildren, regardless of provided such persons survive birth b luldren of the adopting parents. y ~3' X30) days p rtinent time under this Will, convenience of ref-en e o~ ttO~' The ~hons of arkicles and sections o Y and shall not affect the interpretation of this W s W~ are for IN WIT~~iESS WIlEREOg~ I have hereunto set m hand this Will only this /3" day of ~ g Y and seal to the on final 210. II ~f Ro ~ S ei John Jone Ems) Soc~iai ~c~un~- ~ ©~~ ~ ty Number JONES, as and for~his W 11 ~'tphue P~ sense Q f ~clared b presence and in the presence of each other, have hereon y the above named ROBERT JOHN and each of us, who, at his request, in his thereto the day and year last above written. ~ subscribed our names as --~-~ witnesses ~qv ~ ©. Cvur~ ~~l~{i' 'i-' `IOYLQs Residing at ! s D E~~ 2 ~(~ ~5 Ew~c K le ~A 1 S t ~3 Residing at ~~3 ~~~~' ~a ~ /~~ v r ~ or-- c~ .U . C6t ~c~¢a ~~ Residing at -~Q cWazsaw.i ~ ACKNpWJ,EDGMENTRND AFFIDAVIT COMNIO~~TH OF PENNSYLVAI~J~ COUNTY OF a ) -~-~~~Ira~~ ) SS: We, ROBERT JOHN JONES, io~K1. ' l /YJ !~ w7s~ and wh$ the witnesses, respectively, whose names are si the Testator and being first duly swo Y fined to the attached or foregoing instrument, . rn, do hereb declare to the undersigned authority that the Testator si ed and executed the ~trument as his Last Will in the presence ~ willingly, and that he executed it as his free and volunt of the witnesses and that he sign and that each of the witnesses, in the presence and hear g of the ~~urposes therein expressed, signed the Will as witnesses and that to the best of their knowled a the or and of each other, ejghteen Years of age or older, of sound g Testator was at that time mind and r no aint or undue ' influence. Roberto Jon W ss ~ ~¢ rev, ~ .D . Cap ry Wi ess tress ' ~~Ir~rf' /yl-1/d~lts S~SCRIBED, swom to and acknowled ed before me b JONES, 8~e Testator, and subscribed and swom to before me by Y ROBERT JOHN P ~~ and witnesses, this ~ day of ~ J ,~~ 2010. (Notarial Seal) otar Pu lic Hor~w. spy-=-- ~TTa tr,~~C-NOT~JPFI~ ~~ 1210Ct56 IYCtluuiccvw ew..~..._ _~ PA. Trexier N~enr ~d Pa~legai ~y K Trexler, J.D. [wcaza+ao.i ~ 551 West Drive Hartisburg, Pa 17i 11 717-566-1732 EXHIBIT B C~Op~7 REVOCABI,E'1R r1JSTAGREEM,ENT MADE the /~ clay of~,~E JOHN JONES of Cumberland Coun pe -------~ 2010, by and between ROBERT . t3'~ nnsylvama as the Grantor, A N ~ . •D ROBERT JOHN JONES, the same, as the Trustee (said individual T successor Trustees shall h~ina$er collectively be referred to as the 11T agrees as follows: rustee and ~Y additional or . rustees ), who hereby ARTICLE ONE . ~ T-~tafie The Grantor may deliver property to the Trustees, either d .. ddeeazh, and may cause certain property to be made uring lifetime or at gnatioi~ of •Will. -Thy Trustees shall holdall such abole rt the Trustees by beneficiary or made payable to them by beneficiary desi Pr ~ Y delivered to them b the Estate") and shall invest the same and shall d~bute thwnet income (hereinaft Y Grantor Income" and (hereinafter called the "Trust } principal under the terms of this Agreement. This Trust shall b er called Robert John Jones Revocable Trust, e known as the ARTICLE TWO D ~ Grantor's L_if_e Estate if an to tmheb the Grantor's lifetime, the Trustees shall pay the Income from the T Y, Grantor, as he may direct, or for his benefi Tast shall also pay to him such sums from t, inconvenient ' mental or physical in aci Principal as he ma r installments, and shall be autho , Y equest. In the event of the Grantor's ~P ty, as certifiecl~to the Trustees by his personal physician, the T wife, ]~EAriN~ to expend both Income and principal for the benefit of the advisable for the health, su Grantor and his MARIE JONES, to such extent acid in such manner as the Trustees deem~ees during such period of Inca p~port and comfortable maintenance of the Grantor and his said wife invested as such. P ~'• ~Y Income not so expended shall be ~~ to principal and ARTICLE THREE Trust for Grantor's Wife SecSec-~I_. Creation of Trust. If the Grantor's wife, DEANNA MARIE JONES survives him, the Trustees shall set apart as the {R'C428376.1 ) Deanna .Marie Jones Marital Trust (said Trust, along with any other separate trust created under this sometimes referred to as the "Mafitaj Trust" forth an amount of the Trust Estate Bete ) m trust and subJect to the provih oaredafter set rmined as follows: (60) days, the amour ~if any, required t ~miuti°nuz~Ve him by more Phan sixty ~ Payable by the Grantor's estate and the Grantor s~wife s~estate. federal estate ~) the Grantor's wife survives him by snore than s' Sys' ~ ~O~t equal to the smallest marital deduction needed to redo e( federal estate tax on the Grantor's estate to zero after full use of all other deductions and credits ~ finall than. credits for an Y determined for federal estate tax purposes (other of the credit for st t death taxees~~ow~ ode tie f Bate to receive the benefit ral estate tax Iaw.) (°) The amount determined under whichever is applicable, shall be reduced b P'aph (a) °T ~) above, federal estate tax Y the value as f%nally determined for for the Pm'poses of all items in the Grantor's gross estate which qualify Article oar (~ Bch ~u and (i) which pass to his wi{'e otherwise t1~ under tIus deslgnation, P Yable directly to this Marital Trust by beneficiary .. Property distributed in kind in satisfaction of the amount dete provisions shall be valued as of the.date of distribution.. There. shall be~exc udder the foregoing .- _ (a} any Property or.the proceeds of an marital deduction, and Y Property which would not be allowed as from ~ Trust ' . - . ~ . Except with ro) any Property as to which a forei d part of the .. respect to any propert3' Payable directl to thi ~ eath ~ credit is available. designation, the Trustees shall have the authority, xercisable inn t~heiTr sole any pxo a nisi by beneficiary P nY the proceeds of which constitute income in respect of a decedent between and the Robert John Jones Famil "`i" tO all°cate PaYa7~Ie by the Grantor's estate, hisTrUSt so as to muum~e .the aggregate estate ~ Trust allocated to this T wife and the trusts created hereunder; to the extent so a taxes decedent shall be ~' said p1OPertY the proceeds of which constitute income in res deemed to be a specific bequest to the Pect of a outright to her, unless such property is payable directl Grantor's wife ands designation. This Trust shall be ~ be distributed and his ~dimmished and Y this Marital Trust by fire fic~y wife die under such circ unaffected by any death otherwise than simulfaneousl instances that there is not sufficient evidence es. ~~~ Grantor the Grantor to the extent recess shall be conclusively presumed that the that theY'have died p~~'aPh (a) above. ~ tO ~Ze the payment of federal estate tatxo as p o~dediin d The Trustees shall divide the Marital Trust into two se Trost" and the "Non-Exempt 1Vlaritaj Tom,. The Exem t paste trusts, the `q;xempt Marital amount equal to the generation-ski P Marital Trost shall be funded with an Non-Exempt Marital Trust sliall be Pmg tr~fer tax exemption allocated to such Tr[~st. The of this Article Three. ~ funded with the remaining, assets held ur created under this Articleyunleses desito the Marital~Trust in this ins P snarl to the terms and administered as follows: grated otherwise. Each trust ~ erd et~s~ cle will be h~~ Section 2. Distribution of Income. burin Trustees shall hat g the lifetime of the Grantor's wife, the d, manage, invest, and reinvest the thereof and shall pay the Income of the Marital Trust ter -°m convenient less often than quarter-annual] P P rtY, shall collect the income Y installments, but not [wca~saie.~ ~ Sec-- ~O-n_3• Distribution ofPrinci a1, D Trustees may, in their sole discxetio wring the lifetime of the from the principal of both the Exemp and Non-Exempt Marit~ T ~°r's said wife such seam e necessary or advisable to provide for the Grantor's manner to which she is accustomed; provided, hove ergs health, su they may deem principal of the Non Exem t M pp°rt and maintenance in the P arital Tiust before ,that the Trustees shall exhaust the . Marital Trust. The Trustees shall be genexous in dl~b~g the principal of the Exempt Grantor's wife under flies Section. mfg distributions of principal to the said wife, .the r S--n 4. Disttibntions U on Death of Wife. Upon the death o f ~e ~. egg Principal of both the Exempt and Non-Exe t antor's transferred and delivered to or for the benefit of such one or more of the amounts and subject to such trusts t ~ ~~ Trusts shall be by specific reference in her Will to tlu~p We c To wha eas th ~~t ~e ~ C'~tOr's issue, in. such of this Trust is not effectivel a Grantor s said wife may appoint by Will, it shall be Y PPointed by the Grantor's wife then remaining principal distributed in ~cordance with Punt to this power to appoint that time; provided, however, that there shall be Article Four as thou additional amount of estate and ' Paid out of the ~ ~ Granter had died at of the inclusion of the inheritance taxes payable b ~e ~cipal~ an amount equ~. to ~e upon the certification h rlpe~•s n~ repres n~T~ ~ o fie Y Grantor s wife s estate as a result that it is the Grantor's desue m her estate, such payments to be made the inclusion of the that such payments for estate ands' due; further provided, however, from the se pnncipal °f the se crate mhentance taxes resulting from wife s ester earate trust which is a Non ExemptMarirtalteTd under this Article Three be The amount.remainin made fus~t .... held .and distributed as gin the Exempt and Non Exem~cM~ d in the Grantor's . to the provisions of Anc~ 1e Four; proved t howe ~ empt Family Trusts ~ Trusts' shall be~ .. L. ~ ~ ..: _ generation-ski ~ ,that to the extent the' respeciively,.p~~t~: ~: ~..... PPmg transfer tax exemption is allocated to assets held iu aNon-Exem t Trust, such assets shall beheld as c'antor's wife's ~ .. ~ . ~ . part of the Exempt Family Trust. P Marital Section 5. Disclaimer. estate shall have th rie 'ght to dim ~e motor's wife or the personal representative of her otherwise would laim her interest or any portion thereof in an transfer the pass to her outright or in trust under this Article Y pr°Pexty which prince al of any property with respect to which the Three. The Trustees shall disclaimer of the income interest and any other interests over which she e the Robert John Jones Famil Grantor's wife ,has executed a wife shall be entitled to rece v all of thbee ~~m~ d se x~utes a des°Iauner to principal and undistributed Income shall be paste account from which the Grantor's ~g her Iife, and upon her death, the provided, however, that the Grantor's wife distnbuted u~ accordance with Article Four; fiduciary capacity or a benefice shall have no discretio appointment to m'3' opacity (including, but not • ~' P°wer, in either a separate account. )~ direct the enjoyment of the disclaimed interest oar an to' ~y spe~~ Power of Y porn on of the said Section 2456 Sec-~~ uahfied Terminable Interest T ' Marital T~t(b)(~ of the Code is made with respe rust Election. If an election under then the Trustees shall divide the Marital Trust into se era et~onal share of the one such trust for that percentile or fractio election was made and one such ~ share with respect to Bich a Streucst~.on 205t~~ere is was not made; provided, however, thatoa tbet PercenhIe or fractional share for which the ~)~(tion to which a Section 2056 b Y Percentile or fractional s funded with Exempt Assets(~as defin~,lisn Sete 6(o a "Non- bare of the Marital T'r~ist as trust estate made QTIl' Marital. Trust") shall first be Pursuant to this Article shall be made~or~g o the f ~Y vision of the trust assets at the time of the division and the Trustees s portion o£ an asset shall ~be used to ~ have discretion o~kwhi h assets or fund each separate trust. Each trust established under this [WC428376.] ) Article shall be held and distributed in accordance with the provisions of this however, that any distribution ofprincipal to the Grantor's wife s separate trust(s) for which an election was made under Section 2056(b of Article; provided, hall be made first from any )(~ the Code. ARTICLE FOUR Trust for Grantor's Famil - Granntor's wife do~ s~v~~ s T rust. The rest of the Trust Estate, or all thereo f if the , hall beheld by the Trustees as ~e Robert John Jones Family Trust , (hereinafler sometimes referred to as the «F~y Trust„~ subject to the ro ' ' set forth: P visions hereinafter The Trustees are authorized in their discretion to pay to the Grantor's ers representative from the principal of this Trust the amount shall request in wri ' which said personalreprbsentative taxes and t~ to supplement the Grantor's estate in order to dischar a zn taxes or a ~mstrah°n expenses therefrom,. or the Trustees g fail the death dnunistrative expenses as they may deem a ro nate direrciy t ~~OUnts of death or other properpayees. If any such taxes or expenses are apportionable a ainst - such taxes or expenses shall be paid entirely from the taxing authorities . - .. - -- - die amount.set.apart in-the.Marital. Trust . Ta the a eztnncipaI of this Trust andthe Trust Estate, assets to satisfy anypeC~ ~ that the -Grantor's estate.lashall not reduce .. -.... the Trustees shall ~ a .the ~'sPecific bequests which may be contained in the; Gr suffrci-ent :.__:. _ ~_~ _ .. ~: -. in said Will as ~ P Y unsatisfied portion of such. bequests directly to the beneficiaries ugh such beneficiaries were antor's Cllr :;- _ "uEns em~tF amounts. The Trustees shall divide the g cami l ~ °f this Trust to the extent of ~nanied ~ - . -. . funded wi ~ Y Trust' and the "Non-Exempt Famil Tit ~t Ito two separate trusts amount equal to the generation-ski Y The Exem t F ~ the • T~• The Non-Exem t F P amzly Trust shall be P anvil Trusts PPmg transfer tax exemption allocated to such the ~~ of this Article Four. ~ ~ be funded with the remaining assets held all trusts created under this Article unless designated o~y Trust ~ this ' P~uant to provided for hereinabove, the Income and Vise. Subject tosth~e a t shall refer to hereinafter provided, Principal of this Trust shall be distribu d tents as and durin Sec-hO-n?' Dy~bution of Income and pr~ci al. FolIowin , shall hol g the lifetime of his wife, DE.ANNp g the Grantor s death d, manage, i-nvest and reinvest the ~~ TON.ES, if she survives Income and principal of this Tnast and ma - ~' the Trustees principal of this Trust to .the Grantor's wife or for her benefit as the T~~°~ e deem necessary or advisable to provide for her heal th, support, education and inainten~nce in the manner to which she is accustomed, To the extent not so distributed to the Y Trustees are authorized to pay from time to time to or for the benefit of an members of a class consistin of the Grantor's vuife, the much of the r g Grantor`s children and issue of the Granter's children soe ~~ng Income, if any, anal principal as the Trustees, in their sole discretio taking into account all other sources of income or su ort beneficiary, may deem necess PP and assets available to any such after complete education and, ui ~ ~ ~ of deaable to provide for the heal said.class; provided, however, that no individual Tonable funeral a ~' support' maintenance, xp rases of such members of Paragz'aph to participate in any discretio rustee shalj have auY Power principal of this Trust for the ~Y decision to distribute an Pursuant to this - Any undistributed Income shapli be accumulated and added to g Y Portion of the Income ar leg ~ le a1 obli anon he or she may have. principal. The Trustees shall be {WC426376.]) under no duty to equah~ distributions of Income or and with respect to the distribution of Income and of the Grantor's wife, the Trustees, in the exercise ofp~C1P~ among the members of such class prmcipal from this Trust to or for the benefit extent of the assets which .the Cn'antor's wife may havein h r o~ sh even to exhaustion, those assets held in the M n' ~ take Ito account the arital Trust. name and may first~expend, s-._tion 3. S ecial Po~yer of A nointment. wife or upon her death, provided that she has Durmg the ~etime of the Grantor's any accrued or undistributed Income thereon of this Trust shall be' the principal, together with for the benefit of such one or more of the trusts, terms and conditions as the Grantor's issue, in such amo gifts ~d sub e t to uch °r the case of distributions intended to bye tie a e may appoint b alternatively, the Y specific reference in a deed (in Ong her lifetime) 'or in her Will to this power; terms °f this T Grantor's wife shall be empowered during her lifetime to mo ' rust m wntmg and wrth specific reference to such power ~ °r reform. the (~ ~ antor's wife shall have no authority to exercise either of these ow provided however, that ~g any legal obligation she may have or for the benefit. of an P ers for the than. the eligible beneficiaries of this T Propose of the Grantor's ~ (u) any exercise for her o Y person or e~titY other wife can. receive no greater interest wn benefit is Tom, and (iii) under no circ than she is enfitled to under the t ~"t~ so that wife xeceivin stances ~Y ~e exercise of these.powers result in ems °f this reasonable g any amount in excess of that necessary for her health, su the Grantor s maintenance. pport, educ~on and at the death of the C~rranto Dwife to the extent not F . d.~stributabThe balance of this Trust remaining . special power of appo~~~~ or at the Grantor's death if his w ~~~ to °s~iv ercise• of her . - ~ distributed to. the then. ser~ring.~T~stees of the.2010 Jones Famil . . - ... created ~by the Gz'antor on.the same.da as. Y Irrevocable Trust shall be ..:,.~: the terms of such trust as tho Y this Agreement, to be held and disirib t,-:tvhich.was .:.~-.:.,:.-: - .. . Grantor's children are d ~ ~ °ri~~ P~ thereof; provided, however, that if p~~t #o~ ~ -~--~~-. distributed urs ~~ without issue. surviving at such time ~ of the ~ .: ~ ... __. ~ . P cant to the terms of Section 5 below. If ~ ~ Trost shall be Non-Exempt Family Trust are di ~t assets from both the Exempt and ~- ~ _ - and Non-Exempt Trust assets ~buted to the 2010 Jones Famil - - such Irrevocable Trust. shall ~ adnunustered as separate ~~ evocable Trust the Exempt Pursuant to the Perms of undishibuted and ~ or gtimate Distribution. If Persons who would have been entitled thereto i f ~e ~.~~o~t held in trust hereunderr rema~s ~ P visions, the Trustees shall distribute such amo half (1/2) thereof and had died at that or and his ~ to those domiciled in the Commonwealth of Pennse m~state wife had each~ow~ed one- . Pennsylvania itself shall not be recd Yl ~ pro d wever~ dren survi~v~g ~d gnized as a benefici the Commonwealth of ary for the purposes of this Section. ARTICLE FIVE Minor Beneficiaries If any benefici the Principal of an ~' wh° ~ entitled to receive absolutel called a " Y trust created hereunder is under the age of iwen Y and.free of oast a share of minor"), the Trustees are hereby authorized and em ty-°ne (21) Years (hereinafter share for the benefit of such minor durin p°v'~'~.to hold and construed as a power on1 g his or her minority, but this authori manage such Y and shall not operate to suspend the absolute owned shall be such minor nor to prevent the absolute vestin such beneficiary, the Trustees ma accumulate ~ or ~ such ~P thereof by benefici Y minor. During the minority of any ary's share or pay so much thereof, together with su h°amoun~ts of the pr~~uc~h P of such {WCg2g1)6.1 ) beneficiary's share, as the Trustees ' such beneficiary's health, s o ' m then sole discretion, shall deem necessary or advisable for should die durin uPP rt, maintenance and complete education: If an g his or her minority, the Trustees are autho ' Y such beneficiary part or all of such beneficiary's funeral expenses, and the rema~m' m ~e~ sole discretion, to pay beneficiary's share as it is then constituted shall be paid to the persons entitpled tosuch beneficiary's personal estate. such ARTICLE SIX Other Provisions Affectin Trusts SecSection 1. Disbursements to or for the Benefit of ~°~ Pfd pursuant to Articles Four and Five hereof to or for the~o~~ ~ the disbursement of beneficiary who is under the age of twen use and benefit of an . 'T'rustees ma ty-one (21) years or who may be inc acitat Y make distributions, whether of Income or principal, to an ~ ~ ~' the twenty-one (21) years or to any incapacitated person according to the t rms o f~us der the age of mating distributions directly to that person whether or not that person has a .Agreement by parent, guardian, or Spouse of that person; to a custodial account established b others for that person under an applicable Uniform _ guardian; to the sequestered account; to any adult who resides in the same household with that Y the Tees or . otherwise responsible for the care and well-being of that person• or ) Minors Act, to a for the benefit of that person in an m person or who is - to whom a Y inner the Trustees deem ro ery applying any distribution .~ _ P Yment is trade will constitute P P The receipt by the person Payment. . • ..~:. .. . • discharge of the Trustees with respect. to that _ _ ~ .Section 2.. Accrued Income.. Upon the death of an - .. .. . • Income accrued or received by the Trustees subs Y Income benefici... ~ y :.-• - _• :.. .. • .: _ -- paid to the person or persons for whose benefit ~eequent to the-last Income a ~'° any :.. -..: - ... - in trust or to whom such P Yment date shall be - . . principal is distributed unde the erms hereof; p ovi'ded, hoween~ued• . any Income accrued or received by the Trustees of an r, that . date of the Grantor's wife's death shall be Y trust created under ~ - preserve the marital deduction for that Tms~stributed to the Gzantor's wife~s e~stactee . ffl'hree~ e~aoryf oe S-=3_. Stock Dividends. Except with respect to an Article Three, corporate distributions received in Y trust created allocated to principal, regardless of the number of sharees d however desgCrib oration shall be by the distributing corporation. ed or designated S-=_4. Snendthri#} provision No benefici alienate or in any other manner, whether volun ~Y (includin the mortgage his or her interest in an ~' °T involuntar g Grantor) may Spouse) ma Y trust hereunder, and no one (includin, transfer, pledge or claim Y attach or otherwise reach any interest of any benefici g a Sp°~ or former against that beneficiary, whether the claim is legal or equitab~in or larder to satisfy a shall not limit or otherwise affect any power of appointment conferred gin These Provisions right of any beneficiary to disclaim or release any interest created hereunder. on the transfer of the upon a beneficia~.iy or the . applicable non-b Grantor's beneficial interest in the Trust Estate This is a restriction anlauptcy laws within the meaning of Section 541 c~t of the B eable under (11 USC §541(c)(2)) or any other similar or successor statute. ()( ) ~'uptcy Code Sec--- han S. Rule Against Peroetuit~P~ extent authorized under apphcable Iaw, no • It is the G trust created herein shall be ubjec~t to ant that to the years der the life off the last to die of a class co Wider shall fail to vest wi nsistiiig of the Grantor's twibifen ~a ~ °~(~~t Grantor's {wcazsa~e.~ > . . 6 issue who are in being at the date of the Grantor's death (the °perpetuities period" crust may continue under the provisions of the laws governin Perpebuties Period. Upon the failure to vest wi )' unless such then allowable under the laws governin. g ~ Tri~,st at the end of the flan the Perpetuities Period or such longer period assets thereof shall be distributed outright two e b ~efici~~ hereunder shall to stirpes. If no such beneficiary exists, the assets shalt be distributed as tho munate and the undistributed Trust under Article Four. a~' or beneficiaries of sinch ixust per . ugh the Trust were an Section 6- Generation-Ski in Trusts (a) Creation of Serarate Trusts. It is the generation-skipping t~fer tax mentor s desire, for contained herein have inclusion atios, as definedh~n S~~on 26421a 1 of the Code, of either zero (0) or one (1). If the amount ()( ) hereunder exceeds the Grantor's unused generationdl s~lt~'bu~1e to any trust created allocated to such trust, or that of any other person who a~ tax exem~tlon transferor for generation-skipping transfer ~ y be treated as the such trust into two (2) separate trusts, so that thereissone~ h s shall divide Trust") that can be funded with properly with an inclusion ratio of zeroe p tempt fundedpwith ro ~~) and one such trust (the won-Exempt Trust' () (the P Pert3' with an inclusion ratio of eater ~ that can be Exempt Assets'. In funding the Exempt and Non-Exem t T ro (0) (the `Non- this ~Agreeinent, property distributed in kind to the Non-Exemr t Tsrus~ed wider valued as of the date of distribution with appropriate intere P ~ be defined in Treasury Regulation Section 26.2642-2 b 4 , ~' ~ that term is ~ - - . ... :. ~ :~ _ OO ~ _. . - ro) -Fundin with~Exem t and Non-Exem t Assets. In fun - separate shame of any beneficiary created pursuant to (i) the exercise of a powe of . . appointment or (ii) division of any trust uiiderthis - - - - ~ ... to the extent possible without alterin Agreement, the Trustees shall, ~ - - Assets fast to shares created for "skip gerso~ns~'~ sode~~e' locate Exempt the Code, (and then to trusts that are potentiall Section 2613(x) of shall allocate Non-Exempt Assets first to shares greated for S Dori-ski defined in Section 2613 PP~g busts)' and otherwise for good reason) of the Code, unless the Trustees shall determine ~'~~ ~ . (°) D----buttons. Unless the Trustees dete good reason, any distributions from a rmine otherwise for' Non Exempt Trusts, other than t~ that has been divided into Exempt and needs (which are excluded fromthe dfi~ban o~a generation-s~o~ °r medical by Section 2611(6)(1) of the Code), of Income or PPmg transfer shall be made first from the Exempt Trust and o~principal made to a skip persbn, of the Exempt Trust shall distributions or withdrawalas o ~c mme or to e made to orb a ski P xhaustion Y p person from the NonExempt Trust; and ~ ~ Principal bt Income or principal made to a non-skip person, as well as all Y stributions of expenditures for educational or medical needs of both ski Qualified shall be made first from the Non-Exempt Trust and onl P and non-ski exhaustion of the Non-Exempt Trust shall distributions or witl~.draw~s of Income' or principal be made to or by a non-skip person from the after the complete Exempt Trust me here' (d) Additions to Trusts As to any additions to an m, the Trustees shall distn`bute such additions in a way that the EXernPt Trusted will contain only Exempt Assets. Additionally, if for any reason a trust, or an addition to a mist, contained herein has an inclusion ratio of between zero 0 and () (WC42637fi.1 ) one (l), the Trustees shall be authorized to separate trusts or additions, so that there is one suech ch truest or addition into two Exempt Assets and one such trust or addition with o ~t or addition with o~y provided, however, that if no such division can be made, the T hold such mast or addition ~ a se arate YNon-Exempt Assets; " Exempt Trust under tfie P trust ox allocate the addi 'ota n t Ina~y Bather trust resulting from an wane ~~ °f the mast to which it was distributed. NAon- divided. Y division shall have the same teams as the trust that w~ (e) T~~ E eases and Exercise of Authori any trust that ~ been divided into Exempt and Non-Exempt Truast~~e ~.~t°ee ~Y, iai their discretion and to the extent le all administration expenses, taxes and other cogts attrie'butablelto sue all s the Non-Exempt Trust until it is exhausted and then from the Ex m~ T~ t from P court approval fo any exercise f nthorit~e Tutees are not re and the good faith exercise of such authori g~'anted to them undegthis Sec~io~taara appeal by any party, tY hall not be Subject to complaint or contained in this A e t amore he eb n Powers of A °antment- All powers of appointment exercised in an Y limited so that no such power of a oin Y manner which ma pp tmeint may be " ~ Power of alienation of any interest inl~~one or suspend the vesiin _ regard to the date of the creation of the fi sP pomue r roe g~ absolute ownership or.. ": P P riy for a period ascertainable without ' : ~ ~ Tdistributions of In once or Pic P~ f~ Provisions for Disabled Beneficiaries _ rustees may apply for the benefit °f an a ticncfit of any disabled benefici ~ ma1~g_ " or principal as the Trustees in their sole and. absolute disficretion ma. ~ hereunder, the - to be reasonable or necessary for that individuals special needs°~y soh ~o~~ of ~ ~~nle distributed for the benefit of any disabled benefici Y from tune to tune determine such disabled benefici Any Income or principal ary; rather; such amounts m ~ shalI not be paid or distributed directly to Pad ~Ily to an y, in the sole discretion of the Trus y person or entity proving eligible items or services, to the iaa tees, be guardian or Spouse of such disabled benefici 'of such disabled benefici asY~ tO ~Y adult who resides in the s~ °r legal or t° such famil ~ °r whO ~ °therwise responsible for his or her care ~~e ~ beangld y member or other personas may from time to time be desi Pmnary Tesponsibility for managing the ~fmancial aff Grantor intends to avoid confearan aus of the disabled benefici d as having on any disabled benefici g ~Y ascertainable interests" ~ ~ T azY• The Income. or m'3'• Consistent with this inten Y rust Income pr p~cipal principal in any manner which ~ the Trustees shall not distribute any . reduction in, or increase in the cost of, any b nefit~s o~e~d~a~~able tocsu beneficiary from any local, state or federal government enc or ~ to suffer a Neither tbe.disabled benefic' ch disabled lacy, nor his or her ~ Y ~Y entity or private agency_ Pm'Porting to act on such disabled benefici guardian nor any other personal representative her estate shall have an ary's behalf or on behalf of or with respect to his or Income or principal of type T t w~~oever to dema,~ or require a liable for any of such disabled ben ~dli abled benefici P Yment or dastnbution of any ary's interest herein, if any, shall not be ~d the disabled benefici asY's present or future debts to an ~ s such interests in the come orb not have the power to anticipate, alien to or encoder creditor, principal of the Trust, umber any As used herein and throughout this Agreemen '~ person who is physically or mentally incapacitated, entall~ill ob ~ fic~y remade determinafiion that one is a disabled benefici ~~~ sha.11 mean any ary shall not require an adjudication of incapacity. (WC428376.7 ) As used herein and throughout this Agreement, "special needs" shall mean the r uisi services necessary for main-tasning a disabled benefici education when, iri the sole and absolute discretion of the Trgustees, such items ors e ~ hems of beingprovided b ~ safety, welfare and governmental bod any Public agency, private agency, office or de rvices are not Y, state or the United States. Special needs s pent of any municipality, medical and dental expenses, insurance therefore, clothin ~ malude but nat be limited to programs of training and education including college andg and ~Impment, travel, entertainment, and hygienic needs. The Trustees are also authorised • t,~aduate school, and essential dietary beneficiary's funeral, burial, and/or for the expenses of their discretion to provide for a chsabled It is the Grantor's intent only to provide ex ress ~mstraixon of his or her estate. p Iy for each disabled beneficiary's extra and supplemental care and education in addition to and aver and above the benefits beneficiary otherwise receives or ma .each disabled from any private agencies which provide~services or benefits t developme ~ v~~ent, or physically disabled or capacitated individtaals, y and/or that ~~butiions to or for a disabled beneficiary be made on~1y~ to upplement othe income and resources for each such disabled benefit' c'antor's express purpose iary hereunder. r benefits, It is further the intent of the Grantor that no part of the co established hereunder shall be used to supplant or replace public assi munici ~ rpus or Income of any trust dete~~' county, state, federal or other govermnental agency For these enefits of any g a disabled benefit purposes in Income of any trust established he eund~bsh~ be considered av~ailabl beneficiary, In the event that the~Trustees are~re part of the principal or e to any.disabled principal or Income of an quested by any department or agency. fo~release~ to pay for ~ Y tzvst estabhshed hereunder to or on behalf of an equipmen medication, or services that governmental. 3' disabled beneficiary . or private o agencies are authorized tb provide, °r in the event that the Trustees are requested b department or ~a ene ~~zations or - g Y administering such ~benefits.to release Trust Y ~Y Purpose br in the event that any depar~nent or enc principal or Income for such a - couit of competent jurisdiction for these same ~ Y ~imste ' are authorized to defend, at the expense of such ~ such benefits petitions any purposes, the Trustees shall deny suchrequest and thereon of an trust, any contest of this provision oi' attack y nature. The Trustees shall have complete discretion with regard to and such - claim, including the management of all litigation which-ma r authorized, in their sole and absolute discretion, to settle in wheosluel or in p ~~ ~ d sal be compromise any such claim, or litigation. use The Trustees serving hereunder shall have the power to amend this purpose of the continued compliance of the provisions of this Trust with the rust solely for the case, and other law of the United States, the Commonwealth of Pennsylvania o nano that provides benefits to. or for.the benefit of a disabled beneficiary, ry' regulat°ry, y otU.er State Sec- ti-on 9. S Corooxation Stock. (a) Small Business Trust Election. D anY trust created hereunder holds shares of stock in an SS orpo ation (as defined in Section 1361 of the Code), the Trustees shaIl have the power, in their sole discretion, to make an election under Section 1361(e) of the Code to have one or more of the trusts created hereunder treated as an ``electing small business trust." The Trustees shall also have the ~Y trust's election under Section 1361 (e) of the Code scretion, to appjy ~ revoke are expressly authorized to reform an ~ addition, the Trustees may at any time be required to retain the~t created hereunder in such manner as forth in Section 1361 of the Code, of anyco~p tionc ~e stock °f which is held hereunder, notwi ~ ~On sta#us, ~ set khstanding any other provisions of this Trust Agreement. The [wc4za;~~~ ~ provisions of this paragraph shall not apply to an corporation stock, or which ceases to hold S corporation stock does not hold S (b) ~tulified Subchapter S Trust Election. The provisions of this Paz'agraph shall apply if the Trustees, m their sole discretion, dete election under Section 1361(e) of the Code is not in the best interests of an o or~more of the rmine (i) an trusts created hereunder or the beneficiaries of any such busts, annd (ii) the application of the provisions of this ~. termination of the federal ox state S corporation election of a corporation,. the stock of which is owned b one or more P ~'aPh may be utilized to avoid period in which an Y trusts created hereunder. D Y gust created hereunder holds shares of stack in an Sg any Corporation (as defined ~ Section 1361 of the Code), such trust s one income beneficiary, the Income from such trust shall be ~ have only ~~Y to the income beneficiary, and the distributed at Least or for the exclusive benefit of such benefit' principal shall be distributed only to beneficiary's Income interest in the trust shaIl~~ ~ edition' the income death or the termination of the trust and, uponte emirate °n the earlier of his or her the income beneficiary's Lifetime, the Trustees s~tedinnination of the trust d the trust to the income benefici stribute all of the rise administered as oth ~Y• ~ all other respects such trust shall be to meet the objectiv o~~ meted herein. The Tees are expressly authorized wider this Agreement, so that one~or more dividing one or more trusts created such ~a division can be funded . parate share trusts resulting frpm =set forth above. For purposes o this ~~ oration stock, subject to the Family 'T'rust shall ~be the Grantor's. wip'fe d~urinPh' ~e income benefit' ~deTines . . each benefici g her lifetime and theme of tkie ~ - . Grantor's direction that the ~.ncome ben ficp~ate ~sl~are der s~a1l be~ trust is created. It is ..the Qualified-Subchapter S Trust elections for h S ozypomtionyshohse stock • - ~in trust, unless such timely file . . - additio trust is otherwise putted to~hold.S ~corporatioii stock~s~ ld -- . - . ~ the Trustees are expressly authorized, to reform any trust created hereunder in such manner as may at any time be r corporation status, as set forth in Section 1361 of the Code~of any corpor~ed S - the stock of which is held hereunder, notwithstandin Trust Agreement. The provisions of this g ~Y other provisions o this which does not hold S corporation stock, or ah Ce~~~ ~o hold S co oraf' stock. Y trust. rP ton court approval for any exert se ofu thori The Trustees are not r and the good faith exexcise of such authori s equired to obtain tY granted to them under this Section, appeal by any pa~,y, tY hall. not be subject to complaint or ARTICLE SEVEN T-- t~ Powers The Trustees shall have the following rights and powers exercisable without c approval, in addition to and without limiting the usual ri fiduciary; L~rovided, however, that all of such ~~ and P°~'e~ vested in a trust Dort fiduciary capacity and no inciiyidual T P°wers are exercisable only by the Trustees in a Purpose of discharging any legal obligaho~ he or shevmaany have. er ~ make distributions for the {V.'C42637fl1 10 Sec-=1 • Power. to Retain ASSets Held at Death, The T investment without anY day of diversification, aIi ro e from the Grantor or from his estate. This authority shall s ecificali tees maY retain as an retain any stock of any corporate Trustee serving hereunde 'real or personal, received in kind r, or in an co uthority to or is controlled by it, or any other corporation in which it holds an Y include the a with any stock dividends received thereon, or an stock ac Y rporation which controls ~ghts, or received by reason of any consoiidatio Y Y ownership interest, together Trustee or anp co o gaited in the exercise of subscription rp ration which controls it or Ls owned by it, witghou~~ °f ~h corporate retention. Notwithstan Article Three hereof should pro u for~lus wife such ~o n intention that and far such use of the trust property, as is consistent with the value of the $e' °r that she shy have~su Wider preservation. If such an income is not rodu ~ corpus and with its Grantor's wife may 1equire that ~e Tru tees eithe~make the Trust Estate within a reasonable time, annot be-made, the productive or convert it S-~_2. Power to Retain Cash„ The Trustees may hold in awaiting distribution or desirable inv • as at an esiments sac the form of cas y time and from time to time .the T ~ h Portion of the funds held in h, rustees m their discretion deem ad hit hereunder Section 3. Investment Powers. The T - visable. principal held in trust of gether with ~ rustees may invest and reinvest the mortgages, general or limited Y Income accumulated thereon, in such stocks, bonds, other forms of business enti Partnership interests, interests in limited liabiIi - securities or other roe ~' Qualified Tuition Plans (QTp's) or other s' ~ °O~anies or - - classes of securities orP nve~ real or personal, as they deem advisable ~az education 1 - -- stments in which- without.bein P ~'. funds: It is the Grantor's specific intent fiduciaries are-authorized.b Iaw ed.to the - -shall have the. abzlity to create Pursuant to their investment powers; .the .Tvest trust .... limited to an ~ P~cipate in or investin any.business enti rustees ~.. _. - advisable ~ Y P~nership interest, .whether general or limited as the Trust~ee~m y ~' but.not - •Sec---lion 4. Power to Use No~ee. Vestments held by diem hereunder in their own name or in the ma ~ includi-n Y re 'ster or carry any . g that of the corporate Trustee if one has been appouiteda ~e o£ a no depository, in book entry form, or to re minee pr nominees Permuiling transfer by delive lain ~Y such .inves4nent unre ~g COrporatipn, a ' desi rY~ Provided, however, that all such inve~~r~ or in a form grated upon the records ofsuch Trustees that the trust to which th~be oshalh be so clearly at aII times. g shall gppear 5--= 5: Power to purchase ~d Sell Real Estate. to tune purchase real estate, or sell an The Trustees ma Private sale, for such prices and upon such ~ red estate which is held hereunder, at tom Mme execute, deliver or receive an tins as ~eY deem advisable Public or simple absolute, or for any less estate to ~ ~erefor, conve ' ' ~d ~y Vie, sellers, freed and dischar Y Pm'chaser or purmC.hasers, oar from ~ erein in fee ged °f ~Y and all trusts hereunder with re Y seller or S~~ion 6. Power to Deal With Trutt g~ ~ a sale thereof. Seh, exchange, Lease, encumber, option or otherwise `sets. The Trustees held in trust in such manner and upon such to dispose of all or an may from time to time may make, execute and deliver deeds, mo tins and conditions as they deem advisabl Sets necessary to ~~, out any of the powers rtgages, leases' assignments and other documents d- include the authori to granted the Trustees, and authori to ~' ant leases which extend beyond the perioda thorized by ~~ d tY arrange for the redemption of all or part of any stock owned by the time of the Grantor`s death for the the 302(b}(2) or (3), 303 or 6166 of the Coaee °f securing the ma~m~ benefits of~~o~t ~e (~VC428376-I J 11 rox an S~ ~' St°c- k P---°a'ers• The Trustees ma from P Y y and aII stock held in trust and ma Y tune to time vote b companies or corporations whose stock is held ~ cipate in an reor YPerson or conversion, subscription, and other rights of whatever nature, inclu g~tron oz.rnerger of trust. The Trustees may exercise any and alI limitation) options with respect to any stocks, bonds, or other securities include ~' the purpose of exercising such ri drug (but not by way °f ~Y P~ of the assets held in trust~or~to o~,v fo ~e~t to sell or othe d m ~ ~~ for . purpose of makin a ~spose of all or . Sec-_f~'Qn 8. Power to Borrow and Guaran g P$Yment. such periods of time and upon such terms and conditions as the d gees y whatsoever as ma be de ma borrow money for borro YY texrnined by the Trustees. The Trust Y advisable for an,Y Purpose ~ by an one or more persons, trusts orb ees may also upon such terms and ~nditions as the deem usmess entities for such ~~~ `~nY security for any such Y advisable, and may Pledge ashes its held in~txusatnads guaranty or as security for any borrowing by the Ti~trst, 5~=9_. Power to Distribute in Kind. kind, or both, and may allot different kinds of ro The Tn~tees may distribute in cash or specific directions in Article P Perty to different shares, in accordance basis of such roe ~~' and ~ ~eY deem advisable without respect to the incomte Property for suchP ~' ~d such designations or divisions, including the values plhced on such purposes, shall be conclusive upon all parries. ~~ ~ Section L0. ~ Use of Life Insurance Proc . ~- - . of any life insurun p ies-made payable to them to pu~ha~ee as aVm esmtmen -hereunder, any securities or other o Y use the Proceeds .. - _ withoutliabilety for any depreciate a inn. t1~ie value thereof; or t .retake loans to .~ t fdr any Trust ..... - on such terms as..they deem advisable. Y the Grantor.'s~estate ..._ ._ . - - e Grantor's Estate ..~.. - Section 11. Power to Settle Claims, - .. :. '- - - . - - ' -- - - . - .. settle or refer to arbrtration any claim in favor of or The Trustees ma ad' institute, prosecute or defend an and Y J~~~ compromise and . Y all such Ie al ~~ any ~~ hereunder, and may g P eedings as they may deem advisable. - Sec-- ti_on 1_2. Power to E Iov A eats. 'The Trustees ma employ such person or persons, upon such terms and conditions as they deem adv' perform all mtnisterial and Y from time to time property, keeping of the boo d records; and' including envestin stifig of~the trust . P Paring all of the necessary tax re Sec-- -on l3• Po~'~'er to Mer e T ~~ consolidate the assets of an . The Trustees shall be Y trust created hereunder with the assets of an authorized to merge or the Grantor, his wife or others which contains distributive provisions similar to for such trust created hereunder. Y trust icreated by those provided s--- ti_1_4. Power to Divide Trusts. divide any trust created hereunder into se crate The Trustees may, without court a fractional share of each asset and each liability he~ b' ~e ~g to each s PProval, appropriate aggregate fair eparate trust either a market value and fairly representin l~al ~~ or assets haying an rn the assets of the original trust as a whole, g t)re appreciation ox depreciation Sec- non 15. Power to Terminate Trusts 'fie Trustees are authorized to t ~y mast created hereunder if such trust; in the opinion of the Trustees has ' justify the expense of continued a ~ insufficient asseo subject to Article Five, the assets of~sanrid truest ~ ~ ben eficent,'the Trustees shall di ~'P~• The Trustees shall exercise this power to to ~ or beneficiaries of such utn~st er deem prudent for the best interest of the a rmrnate m then absolute discretion as they p rmessible current income beneficiazies. This power iwca~~s.t 1 12 cannot be exercised by a Trustee of a trllSt in which such Trustee either alone or in con~unetion with any other Trustee, but must be exercised sol Trustees; or, if none, by a special Trustee appointed for that ~ ~ interest. as.a beneficiary, purpose. ely by the other . Section 16. De purchase as an ~-" --~~ With Mates. The Trustees ma investment for the Trust Estate an Y Without court .approval Grantor s estate or his wife's estate or in their disc etion, make loans, secured the Grantor's estate or his ~ P rtY, real or personal, owned by the ~ . Trustees are specifically au homed to advancet~ ~e ~` for the non a or ~eC~d, t° advisable to aid the Grantor's Personal Representatives to exercise an went thereof. The Grantor's estate such sums ~s may be purchase stock owned by the Grantor at bis death. Y d all options to Sec-- ~O-n 17• E~tiee or Retirement Benefits, ortreat the proceeds from any pension, profit-shann ~e Tutees may elect to receive or from any individual retirement account, retiremen oaniiui er qualified employee'... benefit plan, made payable to them.as having been received in an tY or other similar retirement account subject to the provisions of Article Te Y manner which they zna dee binding and conclusive upon ~ ~ Section 3, without liability therefor, such ee ~on tolbe parties. Section I8. Business Powers. The T and operated by the G for or by the Grantor's estate as a sole prop t ~ ors conducted by a limited or general Y W.ess owned Partner for whatever period of time ~ Ts~p °f which the P ~Y business Trusteesshall have. the-power to do an _ Ginntor or the Grantor's estate was a rustees may deem advisable, and to.that e1Ad the including the powerlio a Y and ~ ~~ they deem necess ...- . ~ho1d the stock as. as1 ~ P Y any negative cash flow, the power to: into or~or aPPrgpriate . ~ ..- .. - _ -- - for such borrowin .mvestirlent,.,thepow~r to. borrow and pledge assets held in Y such business or ~- the purpose of secg, ~e power to. arrange for redemption of ali or art of the trust{as. security. ~~~ ..:...:~ :.. , _ , . uruig the maximum benefits of Sections 303 .and 6166 of th~ d~s~eockfor. .. J to liquidate or sell any such business or such interests therein at public or rivate times and upon such terms as the T ~ Power ~~ ~ . power td employ agents to g ~e~' in their sole discretion, deem apdvisable~anda the such _ mane a and operate such business without liabili ~Y such agents, or for any loss, liability, or indebtedness of such business ~ for the actsons of selected or retained with reasonable care. if the m~gement is S-n 19. Power to Make Loans, sole discretion and without ob The Trustees shall have the power, in their such terms and conditions as theymaY deem ~proval, to make Ioans to an individ however, that the minimum interest rate for such Ioans s~~ or ~thO~ ~~ ~ or entity on rate as defined in Section 7872 of the Code or an e ~ be ~~ to the a ~' Pro~!ided, Y quivalent successor prov pSlon t~he~ ~demrl Sec_ ix_on 20. M-~ A~c_• The T or part of the assets held in trust in an cash ru~.ees are expressly authorized to invest all which includes the option to Y m~agement account or other investment ,account trade in an purchase securities on margin, and shall Y and all manner of stock options, incIudin further be authorized to uncovered, and for that purpose, znay pledge any secugritpies held pm, h~~ b' °OVer~d or for loans and advances to the Trustees flexibility in adniinistratiou of the While the Gs'antor has included this S hon o provi~d ~ that the Trustees not make use of this op w~erfo ns Agreement, it is the tr~g• gee in the use of m G?•~tor's express desire gm facilities and option The initial sites of the Trust Commonwealth of p n L ~lvania. The Trustees,sin their move anY P~ or all of the Trust Estate to any locafio whethercwreition, shall havehthe be the States of America, and may transfer the sites of any trust ro ei to Power to thin or without the United P P ~' any jurisdiction as p$en as [A'C428376.1 ) 13 they deem is advantageous to the trust; provided, however that such power ma be with°ut c°urt approval only upon the written consent of all of the defined in Section 7703 of the PA Uniform Trust Act) of the Trust. If necess Y exercised maY appoint substitute qualified beneficiaries (as . trustees to themselves to act with respect thereto, subject to thee r~evant powers of appointment under Section 1 of Article Eight hereinbelow. the Trustees may delegate to any such substitute trustees any or all of the owers ' or otherwise ~ connection therewith, given to the Trustees, and may elect to act as advisors to such substituteCrt~~ and shall receive reasonable compensation for so actin - substitute trustees and appoint another, incIudin g' and the Trustees may remove any acting powers of removal under Section 1 of Article Ei~t emselves, at will, subject to the relevant Sec- ton 22' G°-e~ng LaK" Power to Change. part of the Trust Estate in accordance with the terms ~ the Trustees wave all or any Provided hereinabove for a change of sites, such Trustees shall also be authorized, in their sole discretion and without obtai ' aPPreva1, to change the governing law which will be a anY Portion thereof to which such a change of sites a pphed to the ad~str~on of the Trust or pplies. - ARTICLE EIGHT Tees in the event of his -orphysic~aI i~ncdaSauCC Censor Trus es. Upon the death of the Grantor or - - DEANNA~MAR~, JONES; and his dau hfier .~'~as certified by his personal physician, his :wife,. them, shallserve:as:.suceessor~T.rustees.hereunde~r..S~ A. JACOBS, jointly or~~e, daughter, Ku.rcTIlV A. JACOBS, jointly or the: survivor of them swife and fie` survivor of - sextnng as.Trustees hereunder to app motor}s:_. -.:..~.•. authorized toe ' oiut one or more individuals an~or~a co o~ t'~w~e' remove an T image m trust business ~ ~ additional and/or successor Trustee Y rustee so rP .trustee - ~. becomes unable or unwlipng toe a or to eontinue~o serve ~K.RTIS ~ the right ~to TINA. JACOBS, is: or been appointed, the Grantor's brother, JAMES L. JONES rustee and a successor has not hereunder. 'The motor's brother, JAMES L. JONES, ~' shall serve as successor Trustee Trustee hereunder, to appoint one or more individuals an or~a co ~orate~t engage intrust business as an ~ while serving as a Trustee so appointed, a~.itional and/or successor Trustee amend, the right to remoyeeantY Notwithstan ~ any provision in this Agreement to the conir successor Trustee is a y -y individ„al hereunder (the "Appo~'t ~~ ~~~101~ or is related or subordina~eP°to the A ointer wi such Trustee shall not have an PP thin the meaning of Section 672(e) of the Code en tit Created hereunder for they power to distribute any Portion of the may have. If an co Purpose of dischar ' dome or principal of any Y rPorate Trustee which ma be~seg any legal obligation that the Appointer merger or consolidatio the r Y ruing hereunder should be a hereunder without notice to any other person. If there is aecom Iete ~ essor co ora~ to a Trustee for any Trust created hereunder, the person then actin ~ Trustee defined P acancy in the office of in trust b~eshsatoeact as Trustee of such Trusdividual or co orate rust Counsel {as hereinafter ~ trustee authorized to engage Section 2. A~nishative Duties. which may be sere g eh reader shall ~ Ong the Tutees any co including the keeping of the books and re~co~ d~,s, a~~sterlaj ~d a iPorate Trustee Preparing all necessary tax returns, dmmistrative duties, twig as custodian of the trust Property and {WC428376.] 1.4 Sec- tion 3. Dele tion of Powers b Individual Trustees . ~ Trustees} shall have full power and authority to delegate from time to time to an of - individual or co orate T . Y individual IP rustee which .maybe serving hereunder b - Y her or all of said individual Trustees, rights, powers and duties hereunder to the end and the other Trustee ma. bee Y ~ ~trument in writing any Y nabled to act in all respects for all of the Trustees hereunderu' term of such delegation; provided, however, that such delegation shall be subject to P °se that by'the individual Trustee(s) upon the delivery of written notice to that effect to the g the individual or corporate Trustee. revocation other Section 4. 'Waiver of Bond. No Trustee hereunder shall be re for the faithful perfo Ce of du - tY ~ ~Yj~sdiction, quired to give bond See- ft_5. Com ensation and E be entitled t° receive ann rases of Trustees. An, ual compensation for its services hereunder in accormdanoe wig its shall scheduIe'in effect when the services are perform would be approved by a court of competent jurisdiction noAn ~ cess of such compensation as entitled to receive com y ~ dividual Trustee shall also be shall be entitled to pnsatl°n commensurate with his or her services rendered. AlI Trustees prom t reimbursement for all expenses reasonably i-ncurred b performance of their duties hereunder. y them in the Sec-don 6. Investment Adviser. Any individual Trustee shall have the ri t to aPPO1nt one or more qualified Vestment advisers to which he or she is a Trustee, No corporate Trustee shalvha, a ~Y oblig~on to e investment review of ~ Y portion of the trust of . y assets.subject to.the p rform an . .. the corporate Trustee-shall make only such-salesa ement of a quapfied inVestment-adviser, and.- .- :... investment adviser.::No~~ corporate: Trustee shall_b~e -liapb a to ~~ ~ are directed by such. _ - .: . - - - resulting from.the.direCtions,.orfatlure to.give directions, of such rove in ~ :' !':.:.~ .::: r . ~ ~' .-? _ _- Ywayfor. any.loss ._ . - - _ stlnent adviser: _ ... ~: --.. ~._ - Sec-- tion 7: Maiori ~ Vote. If at.an ~ . - .-- - - - ~Y Trust created hereunder, any decision to be made b ~e T~~S e (3) or more Tn.~stees of -~ ~ - . by a majority of the Trustees acting ~ ~ time, of such Trust shall be made . - . . Secs g. Limitation of Trustees' Powers. Notwithst~d' - contained in this Agreement expressly orb ~ any provision have any right or power with respect to the Mental Tnlsttwhich ontr - deductionfor federal estate tax ~' Trustees shall not res ect to the F Pm'poses nor shall an well cause the loss of the marital P am11y Trust that will result in the incIudabil n ~~ or ~ ght or.power with that trust m the ~~~ of the Grantor's wife for federal or state death tax hexeof which cannot be irate r Y Part of the. assets of inconsistent with the intent ~ eted c°nsistent with the intent of this Sectloupand wju hY provision . manifested hereby, shall be void. 5--= 9- Indemnification of Trustees. A,n Trustee hereunder shall be indemnified and held harmless b ~ vldual who ma acting as Trustee again any and all ex Y be serving as amount of any move penses, including the amount ffan w ach he or she is of a sui Y Pazd m settlement of a le Y j gments, the ~ and the amount of an co ~ Proceeding before or a_ fter the commencement or her in connection with the defenseor settlement of ana cl in which he or she may be made tually and necessarily incurred by him _ Y aura, action, suit or otherproceedmg by reason of his or her having be naza Trustee hereunder~~ ~ t o~ ~serted if any, as to which said Trustee shall be adjudged, in an ~ainst him or her have been liable for on account of his or her own P Y m relation to such wafters, these Y action or other legal proceeding, to purposes, the Trust may advance such attorn ~s fees oats and o her expenses for the benefit of any such individual Trustee as are recess ~~ mtscondugt. For any dispute. The foregoing indenni fication right sha~Il be in addpition oe and not beesolufion of . m station (wc4ze3~e.~ , IS of, any other right to which any such Trustee may be entitled b beneficiary, or by any agreement with beneficiaries or Hurd Y any law, by the actions of any parties. Se-~.°n 1~. Modification of Trustee Provisions. have the power, during the term of his or her se crate share Each ~~ trustee provisions that will affect the sepazate shaze trusts to be ecreated here Beneficiary shall issue (lineal descendants . ~3' In all respects the of initial named ) This p°wer shall include, but shall not be ' under for his or her and the powers giy n to benefi i'ari.es to becomeremove or meted to, the appo~~ent sin to make additional, changes in trustees, replace trustees. - ARTICLE NINE . Trust Protector S- ~0n l • ~nnoinhnent of Protector. Effective as of and followin death of the Grantor, or in the event of and durin , certified to the Trustees b his g the Grantor s mental or physica~incadece °f P Y ran, Trust Counsel shall serve as the Trust Protector under this Agr men~If Tru t Counsel, or an p ~~ as unable or unwilling to continue to serve as Trust protector, he or she s individual or individuals as he or she ma Y successor Trust protector, becomes Trustees of such Y appoint, or in default of such be succeeded by such . trust for which there is no appointed Trust Protectors aPPointment, the Protector. Noiwithstan - subordinate".(as such term. n defined in Sectio 672(~ofthe C ~ appoint the Trust Y~ no person who is °`related or - - - ~ - may become the-Trust protector. ~ - ~,.. ode:) to any. beneficiary hereunder.:- -~ :. ,.. .:. ... . : 5----on 2. Removal .of Protector. If, at an ....... . -- determination of Inca aci - . - subordinate» P tY~ Trust Counsel or any successor~Tnist pro~tor becomeer~elated or ~ A.... . -. - (within the meaning of Section.672(c):ofthe Code) to any benefici he or she shall be deemed to have resi ed shall no longer possess an ~ and shall be discharged as the Trust P o't~Ctor anddr' - . y powers or authority granted to him or her under this Article. Section 3. Powers of Trust Protector. Notwithstan Agreement to the contrary, and subject to the provisions of Sectiond4 of~thyispr.A ~~ion in this Trust Protector may, in his or her sole discretion, from time to tune by a writte . delivered to the Trustees then servin le Nine, the diapositive gC g, amend, modify or revise the administrative~ument removal an~o~replacemen of Tn~t~ jt (including provisions relating to the.ap oinutane t the P nt, Sec--4• Limitation on Powers. No~~~d• to the contrary, the Trust Protector shall not exercise an ~ any provision in manner which shall violate an a hcable rule Y power granted to ~ Ariicle aPPhcable to an Y Pp against perpetuities or similar law (if any) y bust hereunder, and the Trust protector shall not exer ~ or her in any any manner which would cause a trust to continue be and the eriod of the any such P°wer in rule or law, if any such xule or law is applicable. Y P limitations of such Sec-- tion 5. Exercise of Authori . As an inducement to the Trust Protector to - exercise the powers granted m this Crrantor directs that the Trust Protector's- decisions under this Article shall be absolutely binding on all pexsons inters theirestates and that the. Trust protector shall not be liable for any exercise or far any such power if the Trust protector shows that he or she has acted ~ oersted un the Trust and the Trust Protector shall hays the ri lure to exercise release or renounce at ~~ exercisable by an ' g faith. ~ addition, discretion a°Y time and from time to tune, in w~h m rn~ art ~g~ to diselaun, granted to him or her hereunder. P ~ any power(s) or (wcnzes~e.t ~ 16 ARTICLE TEN Insurance Policies and Em Io ee Death Benefits Section L Rights and Duties Darin r~*,+~ ~ T r lifetime, the duty and responsibility for the a ""j J -`'uC`'me. Dig the c'antor's insurance policies made payable to the Tmstees~shallore~t S~~ and other charges on any life of the Trustees being the safekeeping of such policies as are deposited~nthGrthanetor' the °~Y duty Trustees shall be under no duty to notify the Grantor that an Trustees, ~ the due and payable. Ali options ri is Y such premium or other charge is Grantox during his lifetime by thehterms f tfie policies shfiall~ be for the sole be acarumg to the and shall not be subject to this Trust; the Grantor nefit of the Grantor whereby the proceeds would be payable to the Trustees other than in one sum C1Upon the written request of the Grantor, the Trustees shall execute and deliver such consents and instrwnents as may be requisite to enable the Grantor to exercise or avail himself of any option, right, privile e or benefit granted by any of the policies. g S-~_2. Collection of Proceeds. Upon the death of the time as may be specified in the policies, the net proceeds of an ~'antor, or at such later Trustees hereunder shall be collected by the Trustees; the receiy toff T en payable to the proceeds shall release the " P rustees for such ty on the policies, and the in~„~ance~ .._ -companies shall .be under no d ~ to see o the application. of such proceeds. The take all steps necessary in their opinion to enforce a Tivs'tees may . ~ . --- ~ to indemnify. themselves out of. an .roe held liereYmunder age ~ tiles and shall be entitled - taking such action. ~ Y P P ~ uses - - ~ ~ incurred .._. .., ....... - ...- ~ ~ -.. ,- xn~. - ... . Se-_. Em to tie Death Benefits and Retirement Accounts, Upon the death T . of the Grantor, the Trustees shall collect the proceeds of an individually held retirement accounts made payable to them andpadd such proceeds o the T Estate. The receipt of the Trustees shall be a full acquittance to the a rust - . . said administrators shah not be Iiable to see to the application of such proceeds. Notwithstanding the foregoing, the Trustees shall be authorized to dmimstrators thereof, and manner which the Trustees may determine is ~ receive such proceeds in any are received by the Trustees under the life ex Permitted to defer tax liabilities. If such proceeds 401(a)(9)(B)(~) of the Cade for P~~ncy method authorized by Section be made by the Trustees or by exe cse of a po er of~appornntm ~o~ too theuch proceeds may . DEANNA MARIE JONES, or to the Grantor's issue, unless such wife and issue~areoall decee~ Solely for purposes of this Section 3, the term "issue" shall not include persons adopted afler~~ earlier of the Grantor's death or the Grantor's Required Be the in Code Section 401(a)(9)(C)) unless such ado ted person is ~g Date (as that term: is defined Designated .Beneficiary (as defined in Code Section 401 a 9 g than the Grantar s Regulations) at such time. ()( )(E) and the Z:orresponding Treasury ARTICLE ELEVEN Additions Revocation Amendments Sec-lion 1. Additions to Trust Estate. The Grantor or others, specifically including the Grantor's wife, may add hereto by Will, inter vivos transfer or benefit' designation, cash or such property ~ kind as is acceptable to the Trustees. ~' (R'C428376.1 ) 17 Section 2, Ri t to Revoke. The Grantor reserves the right to revoke this Agreement in whole or in part. If the Grantor changes the desi beneficiaries of any insurance policy, such act shall have the eff ct of ze o~ ~s es as respect to such policy. g trust with Seah°n 3• Rift to Amend. The Grantor reserves the right to amend this .Agreement by a proper instrument in writing. ARTICLE TWELVE Interpretation s=. Gender and Number. Whenever used here' the plural, the plural the singular and the use of an m> the singular shall include y gender shall be applicable to all genders. Section 2. De=ons. (a) Child. Children and Tem1P, Except as provided in Section 3 of Article Ten, whenever the terms "child' ; °`children" and "issue" are used herein, such terms shall include adopted children, regardless of the date of adoption, with full effect as if they were the natural children of the adopting Parents. Such terms . - - - . .. are also-intended to include persons in gestation at any pertinent time provided .._.. - such persons survive birth by thirty (3Q) -days.. ~ .- _ .. --- -- - - -- ~ ~~. -(b)~ Ed- ucation... Whenever the.terms ".education". or "complete - education aze used herein, such terms shall include all tuition, ixavel; room, - - - -board and other costs and expenses related to preparatory, special, vocational, business, college, post-graduate, and professional training; (c) Health. Whenevex the term. "health" ~ used herein, such term shall include all medical, psychiatric, dental, hospital and nursing expenses and expenses of invalidism. (d) Code. Whenever the term "Code" is used herein, such term shall mean the Inteinal Revenue Code of 1986, as amended. (e) S Dose' Whenever the term "Spouse'° is used herein, such term shall mean a person who at such time is (i)legally married to the person in question or who was married to such person at the time of his or her dea separated from the person in question by reason of domestic discord and ui)nnot~a Party to a formal proceeding for annulment, divorce or separate maintenance. In determining whether a person is legally married, all decrees of divorce or annulment wherever rendered shall be deemed valid. used here (fl 9uahfied Charity. Whenever the term "Qualified C~rity" is in, such term shall mean an, organization which is described in Sections 170(c), 2055(a) and 2522(x) of the Code. (g) Tit Counsel. Whenever the term "Trust Counsel" is used herein, such term shall mean the individual person desi attorney for the Trust by the law firm that drafted the Tr~usttAgrseementso~ by such other law firm that may be named as counsel to the Trust from time to time by a vvrifing of the Trustees filed with the records of the Trust. [wcazsa~s.~ } 18 time with respect to any Trust shahs me~~dh a ~., a as ~ at an interest, vested or contingent, direct or indirec y.particular such time (i) has no (ii7 cannot be benefitted by the exercise or nonexercise o f~f Estate of such T discretion given exclusively to or vested exclusively in the Independent Tru.steeor by the provisions of this Agreement or by !aw and ni can alone (as though such Trustee `'Were the o~Y Trustee) possess and exercise each such power, authority and discretion without causing income, accumulated income or principal of .the Trust Estate of such Trust to be attributable to any beneficiary of such Trust for income, gii} or estate tax purposes under the United States internal revenue Iaws in force and effect at such time prior to the time such income, accumulated income or principal is distributed to or for the account of, or used or expended for the benefit of, such beneficiary. If at any time there shall be more Independent Trustee acting as Trustee of such Trust or Fun than one "Independent Trustee" shall, mean all such Trustees. d, the term Section 3. Ca tions. The captions appe wring in this Agreement have been used solely for convenience of reference and shall not control or affect the meaning or irate retatio of any of the provisions. ip n [~lgnature(s) and notarization are together on the following page.I {WC426376.1 } 19 year first above yvrltt~ e~SS W'~REOF, the parties have signed this Agreement the ~Y and wrrlvESSE - t.ldJ Jan ~-~.sr ~1. ,~ o,,,ts GRANTOR AND TRUSTEE: Roe John Jon (SEAL) COMiVIONWE~,~ OF PENNSyr,VANTA ) . COUNTY OF GyMAtr ~ ,~~ _ ~ SS: On this, the I~' day of ~/~~/~ .. Public,.personally appe~~ ROBERT JO ~ 2010, before me -he the person whose Hlv JONES, known to me (or satisfactoril Notary .. ~ ~ ~ ~.. executed the same fo ~e p~poses therein ontain~ ~struntent; and acImowledg~ he) to 1N Wf TNESS WHEREOF, T hereunto set mY hand and official seal. .... .. ~~.cr ,~ . No Public 7~'uder No ~~d Parat~ BAY K rreder ~ o , . . 551 West Drive 111 7 NOTARW, ~ 17-566-1732 ~y ~ ~ o Y'NOratrro 1210 ~ ;i5~ swArnr r 1N ioiz ~sn ~` ~ s o~cr . cwc~~3~6.> > 20 EXHIBIT C ATTACHMENT TO SCHEDULE E ~~RITANCE TAX REARM 1500 URN -RESIDENT DECEDENT Decedent: Robert John Jones Date of Death: Jan~y 29~ 2011 Social Security #: 185-34-0982 The decedent is due payments from a number of com claim. Listed below are the payments that have been received to date th regard to his asbestosis anticipated. and the a P yments that aze LAcands, Inc ~- Phbnco US Mineral Annstron World Industries Jones-Manville & Pacor United States G sum Subtotal $3- 8- 53.33 2- 9_ 7 555.56 10, 43110, 431 95 15,356.26 23,9 124.. 4 812.01 I_~ynkloid Babcox & Wilcox Halliburton Com an Harbison Walker Subtotal Total of Pa ents Received and 610,48_ 10,567.91 13,278 73 31,6 8831,6 9. 99 X66----'23.81 $122,8 53 82 c~~zoz~.~ , EXHIBIT D Joss, Robert J. 3~J44t Schwab Q IRA Cash & Cash Equiv. Money Market 0.696 Schwab Cash Reserves CestiQcate of Deposit 1.9% JP Moreaa CD - Effideate Index 09/30/20140.00% WQ7LlC 48121051D) a.s% Fhced Income Inilatioa Iadeaed 4.1% PIMCO Real Return Iastd PRRIR Cate Bonds 3.3% PIMCO Total Returst hal PTTRR 7.5% US Equities Small Cap Blend Ll% Royce Premier RYPRR Global Equity Global Equities 43% Fhst Ease Global Iasa ~~ Real Estate Real Estate 0:6% Cohoa ~ Steers Iateiaatioaal Reeky IRFIR 0.6% iShares Tr Cohen b Stoers Realty ICE Alternative Iavestmeat Akernative Iavestmeats L6% Diamond Hiti LonE/Short IasTI DHLSR L3% Hi~ddge Statiatial Market Neutral barfPl HSKSR 2.1% Leuthold Com Investment ha Eel LCRDC 18'6 MerEer Fuad MERFR Commodity & Natural Resources Commodkies b Natural Resources L8% SNP ParDm Loag/Short Commodity 06567LD79 12/18/20140.00% 25.3% 50,000 $105.960 $16,032 $52,980 $69,012 10,139.%7 $11350 $115,089 8,547.807 $10.860 $92,829 $207,918 1,442.572 $20.370 $29,385 2,SSS.o9s $46.640 $120,709 1,495.724 $10.980 $16,423 268 $67530. $17,896 2,757.86 $16.420 $45,836 2,441.538 $15.>G90 $37,391 3,452.048 $14.980 $58,614 3,235.218 $16.900 $51,440 50,000 $100.490 $50,345 : $704,970 {WC493590.1 } r EXHIBIT E Portfolio Statement as doi/29/zoli Ol/~/2011 Prbes Robert J. Joaes Portfolio Statement Current Cunen t Weight Description Symbol Quantity Price Jones TTEE, Robert J. 16436415 Schwab NQ Rev Trst Breckinridg Cash & Cash Equiv. Money Market L4% Schwab Govt. Secs. Fund GSP 537,788 Fixed Income Muni Banda 2.2% Armstrong Sch Dist PA 4.70% 042367EK2 55,000 $108.213 $59,517 03/15/2019 4.70% Pre-Refunded 03/15/2013,100.00 Accrued Income $969 2,3% Clark Cnty Nev Sch 5.00% 181059BP0 60,000 $107.506 $64,504 06/15/2019 5.00% Accrued Income $375 L9'/~ Council Rock Pa 3.50% 222263LE3 50,000 $104.266 $52,133 11/15/2012 3.50% Accrued Income 5365 2S% Denton TX 5.00% 248866QR9 60,000 $11i.02S $67,815 02/15/2016 a ot% Accrued Income 51,375 2.1'/o District Columbia 5.00'/° 25483VBB9 55,000 $106.368 $58,502 06/01/2018 5.00% Accrued Income $451 2.2% Downingtown Pa Area Sch. Diet 4.00% 261097TW9 60,000 $102.761 $61,657 11/01/2011 4.00% Accrued Income $593 2.4'/o Foley Ala Mils 4.50'/. 344244LV8 60,000 $111.004 $66,602 11/01/2018 4.50% Accrued Income 5668 2.1°/a Garnet Valley Pa Sc 5.00% 366268MG2 50,000 $112.894 $56,447 04/01/2017 $.00°/s Accrued Income ~~ 2.4% Irving Tex Indpt Sc 4.00% 463813TJ4 60,000 $109.379 $65,627 02 /15 /2016 4.OOY0 Accrued Income $1,100 2.0% Ring Cnty Wash Sch 5.00% 495206M7,4 50,000 $111.169 $55,585 12/0l/202o s.oove Accrued Income 5410 2.2°/. King Cnty Wash Swr Rev 5.00% 495289W9 55,000 $113.634 $62,499 01/01/2019 5.00% Accrued Income $~ 2.0% Lancaster Cnty PA Rmkt 3.00% 514040XQ2 55,000 $102.637 $56,450 03/01/2012 3.00% Accrued Income $663 22% Milwaukee Wia Area 2.00% 602368YB2 60,000 $102.081 $61,239 12/01/2013 2.00'/a Accrued Income $197 2.3Yo Montgomery Cnty Tex 4.0'/0 6136811(95 60,000 $107290 $64,374 03/01/2017 4.00% Accrued Income - 5993 2.OYo Oklahoma City Oklahoma S.OOYo 678519F11 50,000 $111.566 $55,783 03/01/2014 5.00% Accrued Income $1,035 23% Pahn Beach, FL Rev Biomedical 5.00% 6965431159 60,000 $104.545 $62,'127 u/oi/zozo s.oai. Accrued Income $742 2.3% Palmer Twp Pa 4.00% 69689713E7 60,000 $107.413 564,448 05/15/2014 4.00% Accrued Income ~~ 2.1% PennsyWania St 5.00% 70914H-128 50,000 $112.843 $56,422 03/15 /2015 5.00'/0 Accrued Income $938 {WC493589.1 } Portfolio Statement A:ofol/29/2011 01/28/2013 Paioes Robert J. Jones Portfolio Statement Current Current' Value Weight Description Symbol Ousatity Pritce Joaes WEE, Robert J. 16g3G4158chwab MQ Rev Trst Breckiaridg Fha:d Iaoome Mhai Bonds 2A% Spokane Caty Wash 4.00% 848644Q37 60,000 i~109.314 $65,588 12/01/2015 4.00% ~~ $987 1HYo WsllingZ'ord~warthmore PA Sch Dist 4.00% 932533KQ4 50,000 1{100920 X0,460 05/15/20114.00% A ued $417 c~ 2r~fL Washingtaa ST 5.00°6 939T4CR11 60,000 1{112275 $67,365 01/01/2015 6.00% ~~ fi2a2 47.6% l~1,327626 Joaes, TTEE, Robert J. 51382072 Schwab NQ Revocable Trust Cash as Cash Equiv. Money Market SWQXX $11,414 0.4% Schwab Cash Reserves Certificate of Deposit 90521ADC9 200,000 $93.8210 ~~~40 6.7% Uaioa Bank CD -Linked to ERIC Currency 10/27/2015 0.00% 7.1% $199,054 Fhced Income Iailatioa Iadeaed PRRIX 1,374.885 $11.350 $16,605 0.6% PIMCO Real Retara fusel Core Bonds PTTRX 2,279,485 $10.860 ~~.~ 0.9% PIMCO Total Return Insel Coavertfble Soads 1.3% Calamos Convertible Inset CICVX 1,885.424 $18.660 ~~ 2.7% ~7s,sa2 Alternative Investment Alternative Investments 22546EQP2 40,000 $101.190 ~10~4,T6 1.S% Credit Suisse FR Factor OS/19/2014 0.00% 5.1% Eaton Vsace Global Macro Inset EIGMX 14,013.867 $10.230 $14 1.6% JP Morgan Strategic Income Opportunities JSOSX 3,842.869 $11.960 >fG4S~1 5.1% PIMCO All Asset AII Authority Iasel pA~{ 13,515.658 $10.580 $14296 23.2% t~647,390 Joaes, TTEE, Robeat J. 81792782 Schwab NQ Revocable Trst- Mkt Cash b Cash Equiv. Money Market O.0% Schwab Govt. Secs. Fund SWGXX $19g {WC493589.1 } O.O% Accrued Tacoma Joaes, Robert Rev. Trust b Deaaaa Rev. Trust 54442244 Schwab NQ TIC Cash ~ Cash Equiv. $198 X14,085 Moaey Market X784 Or0% Schwab Govt. Secs. P1~ad GSP Certificate of Deposit HSBC CD - 3 Yr Global Titers • Aanusl Coupon 40431AK35 31,000 $100.320 ~1+~ Ll% 10/Ol/20120A0"k 86789VJV0 40,000 $108.833 ~+~ 1.6% &mTtust CD - lAalred to Gold -10% Min 09/30/20140A0% $75,416 2.7% Current Curreat Value bol Ouaatit rice Weiek Doscri tioa Joaes, Robert Rev. Trust do Deanas lieu. Trust y14422448chwab NQ TIC 08 Equities Small Cap Bhmd RYPOC 1,394,894 $110.610 X14,842 0.5% peaasylvaaia Mntual Consult 105.66 1 $L5.490 X17,127 O.B96 Royce Micro Ca RYMCR , Reported at 50% of ~3,6g2 3 9^~ 835 or X107 , X2,028,907 100.0% {WC493589.1 } EXIBIT F Attachment to Schedule M Form 1500 Inheritance Tax Return -Resident Decedent Future Interest Compromise Decedent: Robert John Jones Date of Death: January 29, 2011 Social Security #: 185-34-0982 The decedent is Robert John Jones who died as a resident of Cumberland County, Pennsylvania on January 29, 2011. Mr. Jones, as the Grantor, created the Robert John Jones Family Trust (the "Family Trust") under Article Four of his Revocable Trust Agreement (the "Trust") dated June 15, 2010. The Family Trust is for the benefit of the Grantor's spouse, Deanna Marie Jones, the Grantor's three children, Corey Jones, Jennifer Jones and Kristin Jacobs, and the issue of his children. During the lifetime of Deanna Marie Jones, the Family Trust, at Article Four, Section 2 of the Trust Agreement provides that: the "Trustees ... may pay so much of the Income and principal of this Trust to the Grantor's wife or for her benefit as the Trustees may deem necessary or advisable to provide for her health, support, and maintenance in the manner to which she is accustomed. To the extent not so distributed to the Grantor's wife, the Trustees are authorized to pay from time to time to or for the benefit of any one or more of the members of a class consisting of the Grantor's children and issue of the Grantor's children, so much of the remaining Income, if any, and principal as the Trustees, in their sole discretion, after taking into account all other sources of income or support and assets available to any such beneficiary, may deem necessary or advisable to provide for the health, support, maintenance, and complete education ... of such members of said class." Upon the death of Deanna Marie Jones, the balance remaining in the Family Trust, if any, is to be held in trust for the Decedent's living issue, on a per stirpital basis. {WC493669.1 } Under the terms of the Family Trust, Deanna, age 66, is to receive income and principal as needed for her health, support and maintenance. Decedent's wife's amiual living expenses are estimated to be approximately $217,073 per year calculated by Deanna and her financial advisor. A chart illustrating a breakdown of her annual living expenses is attached hereto. The Family Trust will be funded with approximately $2,016,943 after payment of estate expenses [$122,836 (Schedule E) plus $2,028,907 (Item #30 of Schedule G) less deductions of $134,800 (Schedules H and I)]. For purposes of this calculation, the assets in the Family Trust have been further reduced by the amount of the inheritance tax prepayment of $37,089 to an amount equal to $1,979,854. Deanna's other liquid assets total approximately $1,766,409. The Family Trust and Deanna's other liquid assets total $3,746,263. The applicable federal interest rate, IRC Section 7520, for January, 2011 is 3.0%. The Family Trust and Deanna's other assets are estimated to produce an annual income of approximately $112,388 ($3,746,263 x 3%), all of which will be available for Deanna. In addition to this revenue, Deanna has annual social security and pension income of approximately $22,548. Total annual income to be received by Deanna is therefore approximately $134,936 ($112,388 plus $22,548). This produces an annual shortfall of approximately $82,137 ($217,0731ess $134,936). The Life Expectancy Tables based on Treasury Regulation Sec. 1.401(x)(9)(2002) show Deanna's life expectancy to be 20.2 years. (See attached calculation). It is anticipated that Deanna will recover the annual shortfall of $82,137 from the Family Trust. Because of the increased federal estate tax exemption, Deanna is confident that no federal estate taxes will be due at the time of her death. It is therefore contemplated that that additional {WC493669.1 } principal necessary to meet her living expenses will be paid from the Family Trust rather than from her individual assets for the reason that Deanna desires astep-up in the income tax basis of her individually-owned assets at the time of her death. The present value of the shortfall of $82,137 over a 20 year period (Deanna's life expectancy) is $1,221,991. (See attached calculation). The net assets available to fund the Family Trust are $1,979,854. The present value of the estimated distributions to Deanna is $1,221,991. Consequently, the present value of the amount available at the death of Deanna for distribution to Decedent's children and their issue is the $757,863 remaining in the Family Trust plus the non-deductible inheritance tax payment of $37,089 for a total of $794,952. {WG493669.1 ) Life Expectancy Based on Sec 1.401(a)(9) (2002) 10/18/2011 Age of Person 1 (to nearest birthday): 66 Mortality Table: Sec 1.401(a)(9) (2002) Individual Statistics Your Additional Life Expectancy (Yrs.) Should Be: Your Age at Life Expectancy Should Be: 20 2 86 2 The Probability of Living to Life Expectancy is: 52.958% The Median Age of Death for Your Current Age is: 86 ~ Probability You Will Live to Median Age of Death: 48 833% Your Median Age of Death Minus Your Life Expectancy: . 0.5 Present Value of an Annuit 1n/7u/~n~ ~ Annual Amount Received: $82,137 Effective Interest Rate: 3.000% Number of Years: 20 Present Value of Receipts: $1,221,991 Actual Amount Received: $1,642,740 EXHIBIT G EXHIBIT H Z V d C d a w N N ~ 3 EA d4 U~ C G Q ~ O O O ~ w ~ ~ C O N ~ z a l0 ° 0 0 ° 0 ~ O O O fA ~ ~ ~ O N ~ ~ ~{} ~ ({} d-} O '< a m ~ a °' 3 ~ > a~ ~ v '~ Z u' i cn ii '~ N ~ N X xx x ~ I6 N C6 N N m C N 0) N 0) Q ~ U ~ ~ W ~ ~ o ~ W N ~ X ~ c c c a ~ Q Q o N o ° ° ° ° ° ~ ~ ~ o_ o_ O o v_ r 0 ~ ~ r r ~ C b 4 N Q E9 E9 E9 Eg O ~ O ~ O O O O ~ ~ ~ ~ ~ ~ ~ ~ Z ({} 6R 69 E9 ° 0 0 0 0 0 ~ ~ ~ ~ ~ ~ 0 M ti N 6 9 C O r M ~ t") 69 Eg 6A N W Z a v ~ w ~ ~ Q g L ~ 7 ~ ~ W O ~ N L O ~ c ~ f ~ ~ C7 U ~ O O 0 ~ N N d ' ~ ~ ~ N ~ ~ N ~ y} 4~Y ° ° ~ 0 0 6 F? 6 9 0 r M ~ N M 69 69 6A O O O O r, r.. 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