HomeMy WebLinkAbout01-04-12 (2)J I 1505610143
-'~ REV-1500 ~"°'-'°' '
OFFICIAL USE ONLY
PA Department of Revenue Pennsylvania l:a,nry cone user File Number
Bureau of Individual Taxes orss.~.sTOrears+e
Po Box.26osof INHERITANCE TAX RETURN
Harrisburg, PA 17128-0601 RESIDENT DECEDENT
ENTER DECEDENT INFORMATION BELOW
Social Security Number Date of Death Date of Birth
395 16 3196 10 09 2011 02 13 1923
Decedent's Last Name Suffix. Decedent's First Name MI
CRIBBEN JAMES T
(If Applicable) Enter Surviving Spouse's Information Below
Spouse's Last Name Suffut Spouse's First Name MI
Spouse's Social Security Number
THIS RETURN MUST BE FILED IN DUPLICATE WITH THE
REGISTER OF WILLS
FILL IN APPROPRIATE OVALS BELOW
1. Original Retum ~ 2. Supplemental Retum ~ 3. ~rxler' ~Z' (date of death
4. Limited Estate ~ qa. Fuhre Inlereet Comprornbs ~
(seta or dsetn enar x-i2az) 5. Federal Estate Tax Retum Required
® e. Deudant Diw T•wt•
(Agech Copy of vwlq
® ~ Us~de~ Mentav~ad a LNrro trust 0
(Attach CuPY of 7n+st) 8. Total Number of Safe t Boxes
DepOll
9. Litigation Proceeds Received ~ 10. P~J1A7 e~rM T-7-95) dmUt ~ 11. ElecSon to tax under Sec. 9713(A)
(Attach Sch. 0)
CORRESPONDENT -THIS SECTION MUST BE COMPLETED. ALL CORRESPONDENCE AND CONFIDENTIAL TAX INFORMATION SHOULD BE DIRECTED TO:
Name Daytime Telephone Number
AARON C JACKSON ESQ 717 234 4121
REGISTEF~F WILLS US~~NLY
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T'{,TI
First line of address ' °- ri , `^.~
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2 LEMOYNE DRIVE ~:~ r-
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Second line of address x
SUITE 200 10-~-r
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City or Post OfRce DAT. ILED - ~ .,~
State ZIP Code
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LEMOYNE PA 17043
correspondent's e-mail address: ajackson(l~tuckerlaw.com
Under penahies of perjury, I dadare that I have examined this return, indudinG acoomparrying schedules and statements, and to the bast of my knowledge and ballet,
it la true, correct and complete. Oederetion Of preparer other than the personal representatlva is based on all mfonnetlon of 7~R7 preparor has any knowledoe.
McCann
1505610143
Side 1
150561143
J~
~I-
REV-1500 EX
D~a•nr. N.m•: Cribben ,James T.
Decedent's Social Security Number
395 16 3196
RECAPITULATION
1. Real Estate (Schedule A) ....................................................................................... 1.
2. Stocks and Bonds (Schedule B) ............................................................................. 2.
3. Closely Held Corporation, Partnership or Sole-Proprietorship (Schedule C)......... 3.
4. Mortgages 8 Notes Receivable (Schedule D) ........................................................ 4.
5• Cash, Bank Deposits & Miscellaneous Personal Property (Schedule E) ........:...... 5.
6. Jointly Owned Property (Schedule F) ^ Separate Billing Requested............ 6.
7. Inter-Vivos Transfers & Miscellaneous lyoq Probate Property
Se
arate Billin
Re
uested
S
h
d
l
G
7
p
g
q
............
) u
(
c
e
u
e . 143 , 2 99.9 6
e. Total Gross Assets (total Lines 1-7) ..................................................................... 8. 143 , 2 99.96
9. Funeral Expenses 8 Administrative Costs (Schedule H) .......................... ............. 9. 8 , 631.01
10. Debts of Decedent, Mortgage Liabilities, 8 Liens (Schedule I) ................. ............. 10. 2 , 7 0 6 . 2 6
1 i. Total Deductions (total Lines 9 & 10) ...................................................... ............. 11. 11 , 337.27
12. Net Value of Estate (line 8 minus Line 11) ............................................. ............. 12. 131 , 9 62.6 9
13. Charitable and Governmental BequestslSec 9113 Trusts for which
an election to tax has not been made (Schedule J) .................................. ............. 13.
14. Net Value Subject to Tax (Line 12 minus Line 13) .................................. ............. 14. 131 , 962.69
TAX COMPUTATION -SEE INSTRUCTIONS FOR APPLICABLE RATES
15. Amount of Line 14 taxable
at the spousal tax rate, or
transfers under Sec. 9116
(a)(1.2) X .00 15.
16. Amount of Line t4 taxable 131 962.69 16.
at lineal rate X .045 ~
17. Amount of Line 14 taxable
at sibling rate X .72 0.00 17.
1 B. Amount of Line 14 taxable
at collateral rate X .15 0.00 18.
19. Tax Due ................................................. ................................................................ . 19.
20. FILL IN THE OVAL IF YOU ARE REQUESTING A REFUND OF AN OVERPAYMENT.
Side 2
150561D243
1505610243
0.00
5,938.32
0.00
0.00
5,938.32
1505610243
REV-150D EX Page 3
Decedent's Complete Address:
Flle Number
DECEDENTS NAME
Crtbben ,James T.
STREET ADDRESS
CITY STATE
PA ZIP
Tax Payments and Credits:
1. Tax Due (Page 2, Line 19)
2. Credits/Paymerds
A. Prior Payments
B. Discount
298.92
3. Interest
4. If Line 2 is greater than Line 1 + Line 3, enter the difference. This is the OVERPAYMENT.
Check box on Page 2 Line 20 to request a refund
5. If Line 1 + Line 3 is greater than Line 2, enter the difference. This is the TAX DUE.
Make Check Payable to: REGISTER OF
(1) 5,938.32
Total Credits (A + B) (2) 296.92
(3)
(4)
(5) 5,641.40
PLEASE ANSWER THE FOLLOWING QUESTIONS BY PLACING AN "X" IN THE APPROPRIATE BLOCKS
t. Did decadent make a transfer and: Yes No
a. retain the use or income of the property transferred :........................................................... ^
....................
b. retain the right to designate who shall use the property transferred or its income :.................................. x
c. retain a reversionary interest: or ............................................................................................................... x
d. receive the promise for life of either payments, benefits or care? ............................................................ x
2. If death occurred after December 12, 1982, did decedent transfer property within one year of death without ^ ^
receiving adequate consideration? .................................................................................................................... x
3. Did decedent own an "intrust for" or payable upon death bank account or security at his or her death?....... ^ ^x
4. Did decedent own an Individual Retirement Account, annuity, or other non-probate property which ^ ^
contains a beneficiary designation? .................................................................................................................. z
IF THE ANSWER TO ANY OF THE ABOVE QUESTIONS IS YES, YOU MUST COMPLETE SCHEDULE G AND FILE IT AS PART OF THE RETURN.
For dates of death on or after July 1, 1994 and before Jan. 1, 1995, the tax rete imposed on the net value of transfers to or for the use of the surviving
spouse is 3 percent [72 P.S. §9116 (a) (1.1) (i)].
For dates of death on or after January 1, 1995, the tax rate imposed on the net value of transfers to or for the use of the surviving spouse is 0 percent
[72 P.S. §9116 (a) (1.1) (ii)]. The statute does not exempt a transfer to a surviving spouse from tax, and the statutory requirements for disGosuro of
assets and filing a tax return aro still applicable even 'rf the surviving spouse is the only beneficiary.
For dates of death on or after Jury 1, 2000:
• The tax rate imposed on the net value of transfers from a deceased child 21 years of age or younger at death to or for the use of a natural parent, an
adoptive parent, or a stepparent of the chile! is 0 percent p2 P.S. §9116 (a) (1.2)].
. The tax rate imposed on the net value of transfers to or for the use of the decedent's lineal beneficiaries is 4.5 percent, except as noted in
72 P.S. §9176 1.2) [72 P.S. §9116 (a) (1)].
. The tax rate imposed on the net value of transfers to or for the use of the decedent's siblings is 12 percent [72 P.S. §9116 (a) (1.3)]. A
sibling is defined under Section 9102, as an individual who has at least one parent in common with the decedent, whether by blooodd or adoption.
Date of Death Sun, Oct 09, 2011
3 Months After DOD , ; ";` ~~nK~bi
Click here
if Paid
at Discount Date Paid
PA Estate Tax 0.00
Optimal Discount Paymen 5,&11.40
Total Paid at Not Paid at
Tax Paid Diacount Discount
Tax
Discount
A. Tax Paid at Discount (per above) ~;~'~ ~ ~ ~~'i ~ i"y x; 3.'~ x 5 / 95 ~ ~ ~'~
8. ®Tax Due if Entire Balance paid on/before Mon. Jan 9, 2012 ~° ~ ~ x 5 / 95 ';~» ~~~
C. Total NET Tax Paid/To be Paid at Discount ~~~~ ' ~ ~~'~ x 5 l 95 = ' ~~ .,~
D. Discount C. '~~:,y„~ ,,~~ ~ 5 ~ x 5185 "`.}~~ ~is~~,~, ` lye (1)*
Lesser of (1) or (2) above " ~~'~~~~
E. Tax Credit (C + D) "' ~ ~ i ?i
F. GROSS Tax Due (Page 1, line 19) ""~ ~ ~'
G. Balance of Tax Due ~ ~ ' ', ;,'~~~ ~~~,i` )";
"The calculations in (1) and (2) are intentionally different. Item (1) computes the amount of discount
based upon an assumed NET payment. Item (2) computes the maximum potential discount based upon an
actual GROSS principal tax due. Thus, a discount always equals the NET payment x 5 / 95, or the GROSS tax x 5°h
Rev-1610 EXs (6Aal
SCHEDULE G
INTER-VIVOS TRANSFERS 8t.
MISC. NON-PROBATE PROPERTY
CAMMONWEALTM aF rEra+srw,wu
elHERITANCE TA%RETURN
RESIDENT DECEDENT
ESTATE OF
James T.
FILE NUMBER
Thb schedub must be eompbted an0 flb0 5 !M answer to arty d questforw 1 Ovough 4 an Oro reverse eiA9 d the REV-1500 COVER SHEET is yss.
ITEM
NUMBER DESCRIPTION OF PROPERTY
7HE~DATE OAF TRAfISf~ER.aATfACN A COPY~OFTTHE DEED fORECREai E~.srAT°E. DATE OF DEATH
VALUE OF ASSET x of Dears
t~RE3T ExcwstoH
(iF gpp~ICgg~E~ TAXABLE
~//~LUE
1 James T. Cribben Trust checking account -Wells 12,648.96 12,648.96
Fargo account #10218393093
2 James T. Cribben Trust investment account -Edward 105,832.00 105,832.00
Jones account #242-1 0 77 7-1 -6
3 James T. Cribben Trust savings account - ING Direct 24,819.00 24,819.00
USA account #121829179
TOTAL (Also enter on Line 7. Recapitulation) I 143,299.96
(K more space is needed, additional pages of the same size)
Copyright (c) 2002 form software only The Lackner Group, Inc. Forrn PA-1500 Schedule G (Rev. 6-98)
a
REV-1161 EX+110-06)
~[F,p7p~
COM~S E:I;I~ANIA
SCHEDULE H
FUNERAL EXPENSES 8~
ADMINISTRATIVE COSTS
ESTATE OF I FILE NUMBER
Cribben ,James T.
..o.........o..~.. o,...
ITEM DESCRIPTION AMOUNT
A, FUNERAL EXPENSES:
See continuation schedule(s) attached
B.
1
ADMINISTRATIVE COSTS:
Personal Reprosentatlve'aCpmmissions
Name of Personal Representative(s)
Street Address
Citv
Year(s) Commission paid
State Zio
1,608.01
p. Attomev's Fees Tucker Arensberg, P.C. 6,500.00
3, Family Exemption: (If decedent's address is not the same as claimant's, attach explanation)
Claimant
Street Address
City State Zlo
Relationship of Claimant to Decedent
4. Probate Fees
5. Accountant's Fees
6. Tax Return Preparer's Fees 200.00
7. Other Administrative Costs 123.00
See continuation schedule(s) attached
TOTAL (Also enter on line 9, Recapitulation) 8,631.01
Copyright (c) 2009 form software only The Lackner Group, Inc. Fomt PA-1500 Schedule H (Rev. 10-05)
SCHEDULE H
FUNERAL EXPENSES AND ADMINISTRATIVE COSTS
continued
ESTATE OF FILE NUMBER
Cribben ,James T.
ITEM
NUMBER DESCRIPTION AMOUNT
Funeral Expensg$
1 Chestnut Hill Cemetery 450.00
2 Funeral Luncheon 630.54
3 Malapezzi Funeral Home -difference from prepaid funeral bill 727.47
H-A 1,808.01
Other Administrative Costs
4 The Dauphin County Reporter -Trust Advertising 75.00
5 The Paxton Herald -Trust Advertising 48.00
H-B7 123.00
Copyright (c) 2002 form software only The Lackner Group, Inc. Form PA-1500 Schedule H (Rev. 6-98)
Rav-0S72 EX+(12-eS)
t SCHEDULE 1
DEBTS OF DECEDENT,
MORTGAGE LIABILITIES, 8 LIENS
cotauoNV~Ai.TH aF aENNanvANIA
INHERITANCE TAX RETURN
RESIDENT OECEOENT
ESTATE OF FILE NUMBER
T.
RapoR dalNa Inwmd try the daeadant pltor to Math that nNnainad unpaid at the dab oT daaM, ineludiny unroim6unadnadietl a>panaaa.
(If more space is needed, additional papas of fhe same size)
Copyright (c) 2009 form software ony The Laekner Group, Inc. Form PA-1500 Schedule I (Rev. 12-OB)
Trust of James T. Cribben, deceased
Social Security No. 395-16-3196
Date of Death: 10/9/2011
Re: PA Inheritance Tax Return
List of Exhibits
A. Death Certificate
B. James T. Cribben Will dated January 30, 2009
C. James T. Cribben Living Trust dated May 7, 2004,
Restated September 3, 2009
D. Account Valuations
HBGD8:124149-1 02742& 153875
Hm~.ens Rev mvo,i
LOCAL REGISTRAR'S CERTIFICATION OF DEATH
WARNING: It is illegal to duplicate this copy by photostat or photograph.
Fee for this certificate, $6.00
P 17645512
Certification Number
This is to certify that the information here given is
correctly copied from an original Certificate of Death
duly filed with me as Local Registrar. The original
certificate will be forwarded to the State Vital
Records Office for permanent filing.
1U~y ~.~i jo/ Il /N
Local Registrar Date Issued
xtosla rev IvnN COMMONWEALTH OF PENNSYLVANIA • DEPARTMENT OF HEALTH • VRAL RECORDS
r~`"Ertau° air" CERTIFICATE OF DEATW
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1 s
EXHIBIT B
~~ ~~ Last Will
of
JAMES T. CRIBBEN
I, JAMES T. CRIBBEN, of Cumberland County, Pennsylvania, make this Will
and revoke all of my prior wills and codicils.
Article One
Distribution of My Property
,y.. Section 1. Pour-Over to My Living Trust
~;
":f
All of my property of whatever nature and kind, wherever situated, shall be
distributed to my revocable living trust. The name of my trust is:
JAMES T. CRIBBEN, Trustee of the JAMES T. CRIBBEN LIVING
TRUST, dated May 7, 2004, and any amendments thereto.
Section 2. Alternate Disposition
If my revocable living trust is not in effect at my death for any reason whatsoever,
then all of my property shall be disposed of under the terms of my revocable
living trust as if it were in full force and effect on the date of my death.
Section 3. Testamentary Trust
If my spouse survives me, I authorize my personal representative to establish,
with the assets of my probate estate, if any, or with any property distributed to my
(' personal representative from my Trustee, a testamentary trust (or trusts) for the
` benefit of my spouse and my other beneficiaries under the same terms and
Page 1
- _ conditions of my revocable living trust as it exists at the date of my death. I
~~ appoint the Trustee and successor Trustee named in my revocable living trust as
the Trustee and successor Trustee of my testamentary trust(s). The Trustee of my
testamentary trust(s) shall have all the administrative and investment powers
given to my Trustee in my revocable living trust and any other powers granted by
law.
My Trustee shall be under no obligation to distribute property directly to my
personal representative, but rather may distribute such property directly to the
Trustee of the testamentary trust(s). Any property distributed to my testamentary
trust(s) by the Trustee of my revocable living trust shall be distributed by the
Trustee of my testamentary trust(s) in accordance with the terms and conditions of
my revocable living trust as it exists on the date of my death.
Article Two
Powers of My Personal Representative
ti ~~
~
' My personal representative shall have the power to perform all acts reasonably
~~>,:-. necessary to administer my estate, as well as any powers set forth in the statutes in
the State of Pennsylvania relating to the powers of fiduciaries.
Article Three
Payment of Expenses and Taxes
and Tax Elections
Section 1. Cooperating with the Trustee of My Living Trust
I direct my personal representative to consult with the Trustee of my revocable
living trust to determine whether any expense or tax shall be paid from my trust or
from my probate estate.
,`
Page 2
~< - . Section 2. Tax Elections
My personal representative, in its sole and absolute discretion, may exercise any
available elections with regard to any state or federal tax laws.
My personal representative, in its sole and absolute discretion, may elect to have
all, none, or part of the property comprising my estate for federal estate tax
purposes qualify for the federal estate tax marital deduction as qualified
terminable interest property under Section 2056(b)(7) of the Internal Revenue
Code.
My personal representative shall not be liable to any person for decisions made in
good faith under this Section.
Section 3. Apportionment
All expenses and claims and all estate, inheritance, and death taxes, excluding any
generation-skipping transfer tax, resulting from my death and which are incurred
as a result of property passing under the terms of my revocable living trust or
through my probate estate shall be paid without apportionment and without
reimbursement from any person. However, expenses and claims, and all estate,
r~~
inheritance, and death taxes assessed with regard to property passing outside of
my revocable living trust or outside of my probate estate, but included in my
gross estate for federal estate tax purposes, shall be chargeable against the persons
receiving such property.
Article Four
Appointment of My Personal Representative
I appoint the followirig [o be my personal representatives:
MARY KAY MCCANN, or if MARY KAY MCCANN is unwilling or
unable to serve, I appoint JOHN CRIBBEN.
I direct that my personal representatives not be required to furnish bond, surety, or
other security.
~~:-
Page 3
- I have signed this Will on January 30, 2009.
~ ..
A ES T. CRIBB N
The foregoing Will was, on the day and year written above, published and
declared by JAMES T. CRIBBEN in our presence to be his Will. We, in his
presence and at his request, and in the presence of each other, have attested the
same and have signed our names as attesting witnesses.
We declare that at the time of our attestation of this Will, JAMES T. CRIBBEN
was, according to our best knowledge and belief, of sound mind and memory and
under no undue duress or constraint.
WITNESS
~~~. ~--
WITNESS
,. V
~:
Page 4
r~
STATE OF PENNSYLVANIA )
ss.
COUNTY OF CUMBERLAND )
We, JAMES T. CRIBBEN, 7 ~ °j'''' R ~ T- v41n2~~v r and
C h a r r~E~ n~ M . /~{ k ~~~ ~ ,the Testator and the witnesses,
respectively, whose names are signed to the foregoing Will, having been sworn,
declared to the undersigned officer that the Testator, in the presence of the
witnesses, signed the instrument as his last Will, that he signed, and that each of
the witnesses, in the presence of the Testator and in the presence of each other,
signed the Will as a witness.
CRIBBEN
WITNESS
<.. '-
WITNESS
Subscribed and sworn before me by, JAMES T. CRIBBEN the Testator, and by
L' Ir Ri', ~~ a-E /Yl. /~hn~s and 7ti e.,,,a s T- ,q-k r c~ f the
witnesses, on January 30, 2009.
cotm~oriwEnLre of P>anesnvArttA
NOTARIAL SEAL
Aaron C. Jacks°n, Notary Public
ilpper Nkn Townsbip, (~4od ~
commission « • 07, 2011
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Page 5
EXHIBIT C
r~
THE JAMES T. CRIBBEN LIVING TRUST
DATED MAY 7, 2004
~~~: : Restatement dated September 3, 2009
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t~.,
JACKSON LAW FIRM
4076 MARKET STREET
CAMP HILL, PENNSYLVANIA 17011
717.761.3535
;`
~-- , The JAMES T. CRIBBEN Living Trust
Table of Contents
Article One Establishing My Trust .................................................................1-1
Section 1.01 Identifying My Trust .............................................................. 1-1
Section 1.02 Reliance by Third Parties on Affidavit or Certification
of Trust ................................................................................... 1-1
Section 1.03 Transferring Property to My Trust ......................................... 1-1
Section 1.04 Powers Reserved by Me as Grantor ....................................... 1-2
Section 1.05 Grantor Trust Status ............................................................... l-3
Article Two Family Information ........................................... 2-1
...........................
Article Three Trustee Succession Provisions .............................. 3-1
................
Section 3.01 Resignation of a Trustee ........................................................ 3-1
Section 3.02 Trustee Succession During My Lifetime ............................... 3-1
Section 3.03 Trustee Succession After My Death ...................................... 3-1
Section 3.04 Notice of Removal and Appointment .................................... 3-2
Section 3.05 Appointment of a Cotrustee ................................................... 3-2
Section 3.06 Corporate Fiduciaries ............................................................. 3-3
^~ Section 3.07
~`" ~`~` Incapacity of a Trustee ........................................................... 3-3
cam..
Section 3.08 Appointment of Independent Special Trustee ........................ 3-3
Section 3.09 Rights and Obligations of Successor Trustees ....................... 3-3
Article Four Administration of My Trust During My Incapacity ................... 4-1
Section 4.01 Definition of My Incapacity ................................................... 4-1
Section 4.02 Determination of My Incapacity ............................................ 4-1
Section 4.03 Trust Distributions During My Incapacity ............................. 4-1
Article Five Administration of My Trust Upon My Death .............................. 5-1
Section 5.01 My Trust Shall Become Irrevocable ...................................... 5-1
Section 5.02 Administrative Trust .............................................................. 5-1
Section 5.03 Payment of My Expenses and Taxes ..................................... 5-1
Section 5.04 Restrictions on Certain Payments from Qualified
Retirement Plans .................................................................... 5-1
Section 5.05 Payment of Death Taxes ........................................................ 5-2
Section 5.06 No Apportionment Between Current and Future
Interests .................................................................................. 5-3
Section 5.07 Coordination with My Personal Representative .................... 5-3
Section 5.08 Authority to Make Tax Elections ........................................... S-4
Article Six
Section 6.01
Section 6.02
Section 6.03
Section 6.04
Section 6.05
Disposition of Tangible Personal Property ................................. 6-1
Distribution of Tangible Personal Property by
Memorandum ......................................................................... 6-1
Distribution of Remaining Tangible Personal Property......... 6-1
Defuution of Tangible Personal Property .............................. 6-1
Incidental Expenses and Encumbrances ................................ 6-2
Residuary Distribution ........................................................... 6-2
Article Seven Distribution to My Descendants ............................................. 7-1
Article Eight Remote Contingent Distribution .............................................. 8-1
Article Nine Administration of Trusts for Underage and Incapacitated
Beneficiaries ............................................................... 9-1
Section 9.01 Distributions for Underage and Incapacitated
Beneficiaries .......................................................................... 9-1
Section 9.02 Methods of Distribution ......................................................... 9-1
Section 9.03 Application of Article ............................................................ 9-2
Article Ten Retirement Plans and Life Insurance Policies .........................10-1
Section 10.01 Retirement Plans .................................................................. 10-1
,c 'c:
Section 10.02
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Life Insurance Policies .........................................................
10-2
~'`-~`~
Section 10.03
Limitation on Liability of Payor ...........................
10-3
Section 10.04 .........
Collection Efforts ..................................................
10-3
Section 10.05 ...............
No Obligation to Purchase or Maintain Benefits ................. 10-3
Article Eleven Trust Administration ... 11
1
.......................................................... -
Section 11.01 Distributions to Beneficiaries .... 11-1
Section 11.02 ..........................................
Mandatory Payments of a Pecuniary Amount ..................... 11-1
Section 11.03 No Court Proceedings .......................................................... 11-1
Section 11.04 No Bond .................................................................. 11-2
Section 11.05 .............
Trustee Exoneration ............................................................. 11-2
Section 11.06 Trustee Compensation ......................................................... 11-2
Section 11.07 Employment of Professionals ................................. 11-3
Section 11.08 .............
Determination of Principal and Income ............................... 11-3
Section 11.09 Trust Accounting ................................................................. 11-4
Section 11.10 Action of Trustees; Disclaimer ............................................ 11-5
Section 11.11 Delegation of Trustee Authority; Power of Attorney .......... 11-5
Section 11.12 Additions to Separate Trusts ................................................ 11-6
Section 11.13 Authority to Merge or Sever Trusts ..................................... 11-6
Section 11.14 Authority to Terminate Trusts ............................................. 11-6
Section 11.15 Merger of Corporate Fiduciary .......................... 11-7
Section 11.16
,:,.<, ..................
Beneficiary's Status .............................................................
11-7
Section 11.17
4 ;
' Dischazge of Third Persons ..........................
. 11-7
r .......
................
11
Section 11.18 Certificate by Trustee ........................................................... 11-7
Section 11.19 Funeral and Other Expenses of Beneficiary ........................11-7
Article Twelve My Trustee's Powers .......................................
. 12-1
..
..................
Section 12.01 Introduction to Trustee's Powers ......................................... 12-1
Section 12.02 Execution of Documents by My Trustee ............................. 12-1
Section 12.03 Investment Powers in General ............................................. 12-1
Section 12.04 Banking Powers .......................................................... 12-2
Section 12.05 .........
Business Powers ................................................................... 12-2
Section 12.06 Contract Powers ................................................................... 12-2
Section 12.07 Common Investments .......................................................... 12-3
Section 12.08 Environmental Powers ................................ 12-3
Section 12.09 .........................
Farm, Ranch and Other Agricultural Powers ....................... 12-3
Section 12.10 Insurance Powers ..................................... 12-4
Section 12.11 ............................
Loans and Borrowing Powers .............................................. 12-5
Section 12.12 Nominee Powers .................................................................. 12-5
Section 12.13 Oil, Gas and Mineral Interests ............................................. 12-5
Section 12.14 Payment of Taxes and Expenses .......................................... 12-5
Section 12.15 Qualified Family Owned Business Interests Deduction...... 12-6
Section 12.16 Qualified Real Property Valuation ....................................... 12-6
Section 12.17 Real Estate Powers ............................................................... 12-6
Section 12.18 Residences and Tangible Personal Property ........................ 12-6
Section 12.19
''' Retention and Abandonment of Trust Property ................... 12-7
Section 12.20
tea„-, Securities, Brokerage and Margin Powers ........................... 12-7
Section 12.21 Settlement Powers ................................................................ 12-8
Section 12.22 Limitation on My Trustee's Powers .................................... 12-8
Article Thirteen General Provisions .............................................................13-1
Section 13.01 Maximum Term for Trusts ................................................... 13-1
Section 13.02 Spendthrift Provision ........................................................... 13-1
Section 13.03 Contest Provision ................................................................. 13-1
Section 13.04 Survivorship Presumption .................................................... 13-1
Section 13.05 Changing the Governing Law and Situs of
Administration ..................................................................... 13-2
Section 13.06 Definitions ......................................................:..................... 13-2
Section 13.07 General Provisions and Rules of Construction .................... 13-6
iii
- The JAMES T. CRIBBEN Living Trust
Article One
Establishing My Trust
On May 7, 2004, I established the JAMES T. CRIBBEN Living Trust, wherein I reserved
the right to amend the trust agreement, in whole or in part. On this day, September 3,
2009, I now exercise my power to amend that agreement, in its entirety, so that after
amendment, the JAMES T. CRIBBEN Living Trust states as follows:
The parties to this restated agreement are JAMES T. CRIBBEN (the "Grantor") and
JAMES T. CRIBBEN and CYNTHIA M. MUELLER and MARY KAY McCANN (my
"Trustee").
Section 1.01 Identifying My Trust
My trust may be referred to as "JAMES T. CRIBBEN, Trustee of the JAMES T.
CRIBBEN Living Trust dated May 7, 2004, and any amendments thereto."
For the purpose of transferring property to my trust, or identifying my trust in any
beneficiary or pay-on-death designation, any description referring to my trust shall be
effective if it reasonably identifies my trust and indicates that the trust property is held in
~ a fiduciary capacity.
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Section 1.02 Reliance by Third Parties on Affidavit or Certification of
Trust
From time to time, third parties may require documentation to verify the existence of this
agreement, or particular provisions of it, such as the name or names of my Trustee or the
powers held by my Trustee. To protect the confidentiality of this agreement, my Trustee
may use an affidavit or a certification of trust that identifies my Trustee and sets forth the
authority of my Trustee to transact business on behalf of my trust in lieu of providing a
copy of this agreement. The affidavit or certification may include pertinent pages from
this agreement, such as title or signature pages.
A third party may rely upon an affidavit or certification of trust that is signed by my
Trustee with respect to the representations contained in the affidavit or certification of
trust. A third party relying upon an affidavit or certification of trust shall be exonerated
from any liability for actions the third party takes or fails to take in reliance upon the
representations contained in the affidavit or certification of trust. A third party dealing
with my Trustee shall not be required to inquire into the terms of this agreement or the
authority of my Trustee, or to see to the application that my Trustee makes of funds or
other property received by my Trustee.
Section 1.03 Transferring Properly to My Trust
Any person or entity may transfer property of any kind, nature and description to my trust
in any manner authorized by law.
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_ (a) Initial Funding of My Trust
:' By execution of this agreement, I transfer, convey and assign to my
Trustee the trust property described on Schedule A, attached to this
agreement.
(b) Acceptance by My Trustee
By execution of this agreement, my Trustee accepts and agrees to hold the
trust property described on Schedule A. All property transferred to my
trust after the date of this agreement must be acceptable to my Trustee.
My Trustee may refuse to accept any property. My Trustee shall hold,
administer and dispose of all trust property accepted by my Trustee for my
benefit and the benefit of my beneficiaries in accordance with the terms of
this agreement.
Section 1.04 Powers Reserved by Me as Grantor
During my lifetime, I shall retain the powers set forth in this Section in addition to any
powers that I reserve in other provisions of this agreement.
(a) Action on Behalf of My Trust
During any period that more than one person is serving as a Trustee of my
trust, any act to conduct business on behalf of my trust may only be made
with the consent of a majority of the then-serving Trustees.
~;
w'°°~~ (b) Amendment, Restatement or Revocation
4
I have the absolute right, at any time and from time to time, to amend,
restate, or revoke any term or provision of this agreement in whole or in
part. Any amendment, restatement, or revocation must be in a written
instrument signed by me.
(c) Addition or Removal of Trust Property
I have the absolute right, at any time and from time to time, to add to the
trust property and to remove any property from my trust.
(d) Control of Income and Principal Distributions
I have the absolute right to control the distribution of income and principal
from my trust. My Trustee shall distribute to me, or to such persons or
entities as I may direct, as much of the net income and principal of the
trust property as I deem advisable. My Trustee may distribute trust
income and principal to me or for my unrestricted use and benefit, even to
the exhaustion of all trust property. Any undistributed income shall be
added to the principal of my trust.
(e) Approval of Investment Decisions
Subject to the other provisions and requirements in this specific Section of
my Trust, I reserve the absolute right to review and change my Trustee's
investment decisions; however, my Trustee shall not be required to seek
my approval before making investment decisions.
1-2
Section 1.05 Grantor Trust Status
By reserving the broad rights and powers set forth in Section 1.04 of this Article, I intend
to qualify my trust as a "Grantor Trust" under Sections 671 to 677 of the Internal
Revenue Code so that, for federal income tax purposes, I will be treated as the owner
during my lifetime of all the assets held in my trust as though I held them in my
individual capacity.
During any period that my trust is a Grantor Trust, the taxpayer identification number of
my trust shall be my Social Security number, in accordance with Treasury Regulation
Section 301.6109-1(a)(2).
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1-3
1
Article Two
Family Information
I have six children. Their names and dates of birth are:
Mary Kay McCann
Cynthia Mueller
John Cribben
Constance Bennett
Alessia Murphy
Joseph Cribben
All references in this agreement to "my children" are references to these children.
References to "my descendants" are to my children and their descendants.
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Article Three
r
Trustee Succession Provisions
Section 3.01 Resignation of a Trustee
A Trustee may resign by giving notice to me. If I am deceased, a resigning Trustee shall
give notice to the income beneficiaries of the trust and to any other Trustee then serving.
Section 3.02 Trustee Succession During My Lifetime
During my lifetime, this Section shall govern the removal and replacement of my
Trustees.
(a) Removal and Replacement by Me
I may remove any Trustee with or without cause at any time. If a Trustee
is removed, resigns or cannot continue to serve for• any reason, I may serve
as sole Trustee, appoint a Trustee to serve with me or appoint a successor
Trustee.
(b) During My Incapacity
During any time that I am incapacitated, the remaining current trustees
shall serve. If neither of them is able or willing to continue to serve, the
following, in the order named, shall serve:
~.":ti: John Cribben
~;,~% ..
a,
If I am incapacitated, a Trustee may be removed only for cause, which
removal must be approved by a court of competent jurisdiction upon the
petition of an interested party.
All appointments, removals and revocations shall be by signed written instrument.
Notice of removal shall be delivered to the Trustee being removed and shall be effective
in accordance with the provisions of the notice.
Notice of appointment shall be delivered to and accepted by the successor Trustee and
shall become effective at that time. A copy of the notice shall be attached to this
agreement.
Section 3.03 Trustee Succession After My Death
After my death, this Section shall govern the removal and replacement of my Trustees.
(a) Successor Trustee
Upon my death, the following, in the order named, shall serve as my
successor Trustee, replacing any then serving Trustee:
Mary Kay McCann and then
John Cribben
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(b) Removal of a Trustee
~ .: A Trustee may be removed only for cause, which removal must be
approved by a court of competent jurisdiction upon. the petition of any
beneficiary.
In no event shall the court petitioned to approve the removal of a Trustee
acquire any jurisdiction over the trust except to the extent necessary to
approve or disapprove removal of a Trustee.
If a beneficiary is a minor or is incapacitated, the parent or legal
representative of the beneficiary may act on behalf of the beneficiary.
(c) Default of Designation
If the office of Trustee of a trust created under this agreement is vacant
and no designated successor Trustee is able and willing to act as Trustee,
the primary beneficiary of the trust shall appoint an individual or corporate
fiduciary as successor Trustee.
Any beneficiary may petition a court of competent jurisdiction to appoint
a successor Trustee to fill any vacancy remaining unfilled after a period of
30 days. By making such appointment, the court shall not thereby acquire
any jurisdiction over the trust, except to the extent necessary for making
the appointment.
If a beneficiary is a minor or is incapacitated, the parent or legal
~~"~;
,;-•, representative of the beneficiary may act on behalf of the beneficiary.
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Section 3.04 Notice of Removal and Appointment
Notice of removal shall be in writing and shall be delivered to the Trustee being removed,
along with any other Trustees then serving. The notice of removal shall be effective in
accordance with its provisions.
Notice of appointment shall be in writing and shall be delivered to the successor Trustee
and any other Trustees then serving. The appointment shall become effective at the time
of acceptance by the successor Trustee. A copy of the notice shall be attached to this
agreement.
Section 3.05 Appointment of a Cotrustee
Any individual Trustee may appoint an individual or a corporate fiduciary as a Cotrustee.
A Cotrustee so named shall serve only as long as the Trustee who appointed such
Cotrustee serves (or, if such Cotrustee was named by more than one Trustee acting
together, by the last to serve of such Trustees), and such Cotrustee shall not become a
successor Trustee upon the death, resignation, or incapacity of the Trustee who appointed
such Cotrustee, unless so appointed under the terms of this agreement. Although such
Cotrustee may exercise all the powers of the appointing Trustee, the combined powers of
such Cotrustee and the appointing Trustee shall not exceed the powers of the appointing
Trustee alone. The Trustee appointing a Cotrustee may revoke the appointment at any
time with or without cause.
3-2
Section 3.06 Corporate Fiduciaries
Any corporate fiduciary serving under this agreement as a Trustee must be a bank, trust
company, or public charity that is qualified to act as a fiduciary under applicable federal
and state law and that is not related or subordinate to any beneficiary within the meaning
of Section 672(c) of the Internal Revenue Code.
Section 3.07 Incapacity of a Trustee
If any individual Trustee becomes incapacitated, it shall not be necessary for the
incapacitated Trustee to resign as Trustee. For Trustees other than me, a written
declaration of incapacity by the Cotrustee, if any, or, if none, by the party designated to
succeed the incapacitated Trustee, if made in good faith and if supported by a written
opinion of incapacity by a physician who has examined the incapacitated Trustee, will
terminate the trusteeship.
Section 3.08 Appointment of Independent Special Trustee
If for any reason the Trustee of any trust created under this agreement is unwilling or
unable to act with respect to any trust property or any provision of this agreement, the
Trustee shall appoint, in writing; a corporate fiduciary or an individual to serve as an
Independent Special Trustee as to such property or with respect to such provision. The
Independent Special Trustee appointed shall not be related or subordinate to any
beneficiary of the trust within the meaning of Section 672(c) of the Internal Revenue
Code.
An Independent Special Trustee shall exercise all fiduciary powers granted by this
agreement unless expressly limited elsewhere in this agreement or by the Trustee in the
instrument appointing the Independent Special Trustee. An Independent Special Trustee
may resign at any time by delivering written notice of resignation to the Trustee. Notice
of resignation shall be effective in accordance with the terms of the notice.
Section 3.09 Rigfits and Obligations of Successor Trustees
Each successor Trustee serving under this agreement, whether corporate or individual,
shall have all of the title, rights, powers and privileges granted to the initial Trustee
named under this agreement. In addition, each successor Trustee shall be subject to all of
the restrictions imposed upon, as well as all obligations and duties, both discretionary and
ministerial, given to the initial Trustee named under this agreement.
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Article Four
Administration of My Trust
During My Incapacity
Section 4.01 Definition of My Incapacity
I shall be considered incapacitated during any time that, because of age, illness, mental
disorders, dependence on prescription medications or other substances, or any other
cause, I am unable to effectively manage my property or financial affairs.
Section 4.02 Determination of My Incapacity
For purposes of this agreement, I am incapacitated if I am determined to be so under any
one of the following subsections.
(a) Determination by Physicians
I shall be deemed incapacitated if in the opinion of two licensed
physicians my then existing circumstances fall within the definition of
incapacity as provided in Section 4.01.
I shall be deemed restored to capacity if my personal or attending
physician signs a written opinion that I can manage my property and
financial affairs.
(b) Court Determination
~.~;,
I shall be deemed incapacitated if a court of competent jurisdiction
determines that T am legally incapacitated, incompetent, or otherwise
unable to effectively manage my property or financial affairs.
(c) Detention or Disappearance
I shall be deemed incapacitated if I cannot effectively manage my property
or financial affairs due to my unexplained disappearance or absence for
more than 30 days, or if I am detained under duress. My disappearance,
absence, or detention under duress may be established by an affidavit of
my Trustee, or, if no Trustee is serving under this agreement, by the
affidavit of any beneficiary under this agreement. The affidavit shall
describe the circumstances of my disappearance, absence, or detention
under duress. A third party dealing with my Trustee in good faith may
always rely on the representations contained in the affidavit.
I shall be deemed restored to capacity upon my written notice to the
successor Trustee that I can manage my property and financial affairs.
Section 4.03 Trust Distributions During My Incapacity
During any period of time that I am incapacitated, my Trustee shall administer my trust
and distribute its net income and principal as provided in this Section.
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4-1
(a) Distributions for My Benefit
~ -. My Trustee shall regularly and conscientiously .make appropriate
distributions of trust income and principal for my general welfaze and
comfort under the circumstances existing at the time such distributions are
made.
Distributions under this subsection shall include payments for any of my
enforceable legal obligations. My Trustee may also make distributions for
the payment of insurance premiums for insurance policies owned by me or
by my trust, including but not limited to, life, medical, disability, property
and casualty, errors and omissions and long-term health care insurance
policies.
My Trustee is authorized to honor pledges and continue to make gifts to
charitable organizations that I have regulazly supported in the amounts I
have customarily given.
The examples included in this subsection aze for purposes of illustration
only and aze not intended to limit the authority of my Trustee to make
distributions for my benefit that my Trustee determines to be appropriate.
(b) Manner of Making Distributions
My Trustee may make distributions for my benefit in any one or more of
the following ways:
~;~; To me; but only to the extent I am able to manage such
`~°` distributions;
To other persons and entities for my use and benefit;
To my agent or attorney-in-fact authorized to act for me
under a legally valid durable power of attorney executed by
me prior to my incapacity;
To my guardian or conservator who has assumed
responsibility for me under any court order, decree or
judgment issued by a court of competent jurisdiction.
(c) Distributions for the Benefit of Persons Dependent on
Me
My Trustee also may distribute as much of the net income and principal as
my Trustee deems necessary for the health, education, maintenance or
support of persons that my Trustee determines to be dependent on me for
support.
(d) Guidance for My Trustee Regarding Distributions
When making distributions under subsections (a) and (c), my Trustee shall
give consideration first to my needs, and then to the needs of those persons
dependent on me.
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_ When making distributions under subsection (c), I request, but do not
require, that my Trustee, in its sole and absolute discretion, consider other
income and resources available to the beneficiaries. My Trustee may
make unequal distributions, distributions to some but not all beneficiaries
or no distributions.
A distribution made to a beneficiary under this Section shall not be
considered an advance and shall not be charged against the share of the
beneficiary that may be distributable under any other provision of this
agreement.
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Article Five
Administration of My Trust
Upon My Death
Section 5.01 My Trust Shall Become Irrevocable
Upon my death, my trust shall become irrevocable and my social security number may no
longer be used to identify my trust. My Trustee shall apply for a separate taxpayer
identification number for my trust.
Section 5.02 Administrative Trust
After my death and prior to the distribution of trust property as provided in the
subsequent Articles of this agreement, my trust shall be an administrative trust but may
continue to be known as the JAMES T. CRIBBEN Living Trust. My administrative trust
shall exist for a reasonable period of time necessary to complete the administrative tasks
set forth in this Article.
Section 5.03 Payment of My Expenses and Taxes
My Trustee is authorized but not directed to pay from the administrative trust:
Expenses of my last illness, funeral and burial or cremation, including
expenses of memorials and memorial services;
~ayb Legally enforceable claims against me or my estate;
Expenses of administering my trust and my estate; and
Court ordered allowances for those dependent upon me.
These authorized payments are discretionary with my Trustee. My Trustee may make
decisions on these payments without regazd to any limitation on payment of such
expenses. imposed by law and may make payments without obtaining the approval of any
court. No third party may enforce any claim or right to payment against my trust by
virtue of this discretionary authority. My Trustee shall not pay any administrative
expenses from assets passing to an organization that qualifies for the federal estate tax
charitable deduction or to asplit-interest charitable trust.
My Trustee shall pay death taxes out of the principal of the trust property as provided in
Section 5.05. If, however, a probate estate is opened within six months from the date of
my death, my Personal Representative shall pay claims, expenses and death taxes from
my probate estate to the extent that the cash and readily marketable assets included in my
probate estate aze sufficient to pay such items unless my Trustee has already paid them.
Section 5.04 Restrictions on Certain Payments from Qualified
Retirement Plans
The "designation date" shall mean September 30 of the calendar year following the
calendaz year in which my death occurs, or such other date as shall be established by
' Treasury Regulations or other tax law authority as the final date for determining whether
5-1
this trust meets the. requirements for treatment of the trust's oldest beneficiary as if he or
she had been named directly as beneficiary of any qualified retirement plan payable to
this trust.
Notwithstanding any other provision of this agreement or state law to the contrary, my
Trustee may not, on or after the "designation date", distribute to or for the benefit of my
estate, any charity or any other non-individual beneficiary- any qualified retirement
benefit payable to a trust created under this agreement. It is my intent that all such
qualified retirement benefits held by or payable to this trust on or after the designation
date be distributed to or held for only individual beneficiaries, within the meaning of
Section 401(a)(9) of the Internal Revenue Code.
Accordingly I direct that qualified retirement benefits not be used or applied on or after
the designation date for payment of my debts, taxes, expenses of administration or other
claims against my estate or for payment of estate, inheritance or similaz transfer taxes due
on account of my death (other than those directly attributable to and the legal obligation
of a particular Qualified. Retirement Plan). This Section shall not apply to any bequest or
expense that is specifically directed to be funded with qualified retirement benefits.
Section 5.05 Payment of Death Taxes
For the purposes of this Article, the term "death taxes" shall refer to any taxes imposed
by reason of my death by federal, state or local authorities, including but not limited to
estate, inheritance, gift, and direct-skip generation-skipping transfer taxes. For purposes
of this Section, death taxes shall not include any additional estate tax imposed by Section
2031(c)(5)(C), Section 2032A(c) or Section 205?(f) of the Internal Revenue Code or any
other comparable recapture tax imposed by any taxing authority. Nor shall death taxes
include any generation-skipping transfer tax, other than a direct skip generation-skipping
transfer tax.
Except as otherwise provided in this Article or elsewhere in this agreement, my Trustee
shall provide for payment of all death taxes from the administrative trust without
apportionment. My Trustee shall not seek contribution toward or recovery of any such
payments from any individual.
(a) Protection of Exempt Property
In no event shall death taxes be allocated to or paid from any assets that
aze not included in my gross estate for federal estate tax purposes.
(b) Protection of the Charitable Deduction
No death taxes shall be allocated to or paid from any assets passing to an
organization that qualifies for the federal estate tax charitable deduction,
or from any assets passing to asplit-interest charitable trust, unless my
Trustee has first used all other assets available to my Trustee to pay the
taxes.
(c) Property Passing Outside of My Trust
_ Death taxes imposed with respect to property included in my gross estate
for death tax purposes but passing outside of my trust shall be apportioned
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among the persons and entities benefited in the proportion that the taxable
i value of the property or interest bears to the total taxable value of all
property and interests included in my gross estate for death tax purposes.
The values to be used for the apportionment shall be the values as finally
determined under federal, state or local law as the case may be.
Section 5.06 No Apportionment Between Current and Future Interests
No interest in income and no estate for yeazs or for life or other temporary interest in any
property or trust are subject to apportionment as between the temporazy interest and the
remainder. The tax on the temporary interest and the tax, if any, on the remainder are
chazgeable against the corpus of the property or trust subject to the temporary interest and
remainder.
Section 5.07 Coordination with My Personal Representative
The following provisions are intended to help facilitate the coordination between my
Personal Representative, if any, and my Trustee. These provisions apply even if my
Personal Representative and my Trustee are the same person or entity.
(a) Reliance on My Personal Representative
My Trustee may rely upon the written request of my Personal
Representative for payments authorized under this Article and the amounts
included in such payments without computing the sums involved. If a
~~ payment is made under this Article to my Personal Representative, my
>~<_` Trustee shall not have any duty to inquire into the application of the
payment.
(b) Receipt of Probate Property
My Trustee may accept or decline any distributions of property tendered
to my Trustee by my Personal Representative. As to property deemed
acceptable by my Trustee, my Trustee may accept the property without
audit and without obligation to review the records of my Personal
Representative.
(c) Purchase of Assets from and Loans to My Probate
Estate
My Trustee is authorized to purchase and retain, as an investment for my
trust estate, any property that forms a part of my probate estate. My
Trustee may make loans, with or without security, to my probate estate.
My Trustee shall not be liable for any loss suffered by my trust as a result
of the exercise of the powers granted to my Trustee in this subsection.
(d) Discretionary Distributions to My Personal
Representative
My Trustee is authorized to distribute to my probate estate, as a
beneficiary of this trust, cash or other trust property, including accrued
5-3
_. income, to whatever extent my Trustee determines it to be in the best
interests of the beneficiaries of my trust.
Section 5.08 Authority to Make Tax Elections
Following my death, I authorize my Trustee to make tax elections as provided in this
Section. If, however, a Personal Representative is appointed for my probate estate and as
my Personal Representative is the recipient of specific statutorily delegated authority
relative to any tax election, the discretionary authority granted my Trustee relative to the
tax election shall be subordinate to the statutorily delegated authority.
(a) Tax Elections
My Trustee's authority to make tax elections shall include, but shall not be
limited to, the right to choose the alternate valuation date, the right to elect
whether to take administration expenses as estate tax deductions or income
tax deductions, the right to allocate my unused generation-skipping
exemption to all or any portion of the trust property, the right to make
special use valuation elections, and the right to defer payment of all or any
portion of any taxes.
My Trustee may elect to treat my administrative trust as part of my estate
for federal or state income tax purposes or both.
My Trustee may elect to have trust property qualify for the "family owned
business deduction" authorized under Section 2057 of the Internal
~ti~~ Revenue Code. M Trustee ma enter into an a reement on behalf of m
~_::,; Y Y Y g Y
~- trust that is necessary to validly make such election under the Internal
Revenue Code.
My Trustee may make equitable adjustments between income and
principal on account of any tax elections made by my Trustee.
(b) Allocation of GST Exemption
My Trustee may elect to allocate or not allocate any portion of the
available GST exemption under Section 2631 of the Internal Revenue
Code, or a counterpart exemption under any applicable state law, to any
property of which I am the transferor. or deemed transferor for generation-
skipping transfer tax purposes, including any property transferred by me
during my life as to which I did not make an allocation prior to death. The
exercise of such discretion shall be based on the transfers, gift tax returns
and other information known to my Trustee, with no requirement that
allocations benefit the various transferees or beneficiaries equally,
proportionally, or in any other particular manner.
(c) Qualified Conservation Easements
My Trustee may create a qualified conservation easement, as defined in
Section 2031(c)(8)(A) of the Internal Revenue Code in any land held by
my trust and make the necessary election provided by Section 2031(c)(6).
I,. .
5-4
Article Six
Disposition of Tangible Personal Property
Section 6.01 Distribution of Tangible Personal Property by Memorandum
I reserve the right to make dispositions of items of tangible personal property by a signed
written memorandum executed after I sign this agreement that refers to my trust and lists
items of tangible personal property and designates the beneficiary of each item. If I
execute a memorandum, the memorandum is to be incorporated by reference into this
agreement to the extent permitted by law.
I direct that upon my death, my Trustee distribute the items of tangible personal property
listed in the memorandum, together with any insurance policies covering such property
and claims under such policies, as provided in the memorandum. Should I leave multiple
written memoranda that conflict as to the disposition of any item of tangible personal
property, the memorandum with the most recent date shall control as to those items that
are in conflict.
If the memorandum with the most recent date conflicts with a provision of this agreement
as to the specific distribution of any item of tangible personal property, the provisions of
the memorandum with the most recent date shall control as to those items that aze in
conflict.
If the memorandum can not legally be incorporated by reference, the memorandum shall
R then be treated as an ~ amendment to my trust and I request that my Trustee follow my
``"'~'~ wishes and distribute the items of tangible personal property listed in the memorandum
according to its terms.
Section 6.02 Distribution of Remaining Tangible Personal Property
My Trustee shall distribute any tangible personal property not disposed of by a written
memorandum under the Articles that follow.
Section 6.03 Definition of Tangible Personal Property
For purposes of this Article, my tangible personal property shall include but not be
limited to my household furnishings, appliances and fixtures, works of art, motor
vehicles, pictures, collectibles, personal wearing apparel and jewelry, books, sporting
goods, and hobby paraphernalia.
My tangible personal property shall not include any property that my Trustee, in its sole
and absolute discretion, detennines to be part of any business or business interest owned
by me or my trust.
If my Trustee receives property to be distributed under this Article from my probate
estate or in any other manner after my death, my Trustee shall distribute the property,
free of trust, in accordance with this Article. The fact that an item of tangible personal
property was not received by my trust until after my death shall not affect the validity of
the gift. If property to be distributed under this Article is not part of the trust property
upon my death and is not subsequently transferred to my Trustee from my probate estate
6-1
or in any other manner after my death, then the specific distribution of property made in
this Article shall be considered null and void, without any legal or binding effect.
Section 6.04 Incidental Expenses and Encumbrances
My Trustee will pay, as an administration expense, the reasonable expenses of securing,
storing, insuring, packing, transporting, and otherwise caring for property distributed
under this Article until the property is actually delivered to the appropriate beneficiary.
Except as otherwise provided in this Article, my Trustee will distribute property under
this Article subject to all liens, security interests, and other encumbrances on the
property.
Section 6.05 Residuary Distribution
Any tangible personal property not distributed under this or prior Articles of this
agreement shall be distributed as provided in the Articles that follow.
~`
6-2
Article Seven
Distribution to My Descendants
My Trustee shall distribute my remaining trust property (not distributed under prior
Articles of this agreement) outright, free of trust, to my descendants, per stirpes. If a
share is to be distributed to an incapacitated beneficiary or a beneficiary under the age of
21, the share shall be held or distributed under the terms of Article Nine.
y'a,
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7-1
~, - Article Eight
- Remote Contingent Distribution
If, at any time, there is no person or entity qualified to receive final distribution of my
trust estate or any part of it, then my Trustee shall distribute the portion of my trust estate
with respect to which the failure of qualified recipients has occurred to those persons who
would inherit it had I then died intestate owning the property, as determined and in the
proportions provided by the laws of Pennsylvania then in effect.
~1V~,lM1~F, YY
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8-1
Article Nine
Administration of Trusts for Underage and Incapacitated
Beneficiaries
Section 9.01 Distributions for Underage and Incapacitated Beneficiaries
If under another provision of this agreement any part of the trust property is directed to be
distributed outright, or if a distribution is required to be made, to a person when that
person has not yet attained the age of 21 years, or at a time when that person is
incapacitated and in the opinion of my Trustee is unable to manage the distribution
properly, my Trustee may distribute or retain the trust property in any one or more of the
following methods described in this Article.
I request, but do not require, that before malting a distribution to a beneficiary, my
Trustee, to the extent that it is both reasonable and possible, consider the ability the
beneficiary demonstrated in managing prior distributions of trust property.
Section 9.02 Methods of Distribution
My Trustee may distribute or retain trust property in any one or more of the following
methods for the benefit of any beneficiary subject to the provisions of this Article:
(a) Distribution to Beneficiary
My Trustee may distribute trust property duectly to the beneficiary.
.,::
(b) Distribution to Guardian or Conservator or Family
Member
My Trustee may distribute trust property to the beneficiary's guardian,
conservator, parent or a family member or other person who has assumed
the responsibility of caring for the beneficiary.
(c) Distribution to Custodian
My Trustee may distribute trust property to any person or entity, including
my Trustee, as custodian for the beneficiary under the Uniform Transfers
to Minors Act, or similaz statute.
(d) Distribution to Other Persons or Entities
My Trustee may distribute trust property to other persons and entities for
the use and benefit of the beneficiary.
(e) Distribution to Agent under Durable Power of Attorney
My Trustee may distribute trust property to an agent or attorney-in-fact
authorized to act for the beneficiary under a legally valid durable power of
attorney executed by the beneficiary prior to the incapacity.
9-1
(~ Retention in Trust
My Trustee may retain trust property in a sepazate trust for the benefit of
the beneficiary until the beneficiary attains 21 years of age or, in the
opinion of my Trustee, is no longer incapacitated (as the case may be).
My Trustee shall distribute as much of the net income and principal of any
trust created under this subsection that my Trustee deems necessary or
advisable for the health, education, maintenance or support of the
beneficiary for whom the trust was created. My Trustee shall accumulate
any undistributed net income and. add such income to principal.
When the beneficiary for whom a trust is created under this subsection
attains 21 years of age or is no longer incapacitated (as the case may be),
the beneficiary may withdraw from the trust at any time or times any
portion or all of the accumulated trust income and principal.
The beneficiary for whom a trust is created under this subsection shall
have the testamentary general power to appoint all or any portion of the
principal and undistributed income remaining in the beneficiary's trust at
his or her death among one or more persons or entities, including the
creditors of the beneficiary's estate. The beneficiary shall have the sole
and exclusive right to exercise this general power of appointment.
I intend that this testamentary power of appointment be a general power of
appointment as defined in Section 2041 of the Internal Revenue Code.
If the beneficiary fails to validly exercise this testamentary general power
of appointment, my Trustee shall distribute the balance of his or her trust
property to the then living descendants of the beneficiary, per stirpes.
If the beneficiary has no then living descendants, my Trustee shall
distribute the beneficiary's remaining trust property per stirpes to the
living descendants of the beneficiary's nearest lineal ancestor who was my
descendant or if no such descendant is then living, to my then living
descendants, per stirpes.
If I have no then living descendants, my Trustee shall distribute the
remaining trust property as provided in Article Eight.
Section 9.03 Application of Article
Any decision made by my Trustee under this Article shall be final, controlling and
binding upon all beneficiaries subject to the provisions of this Article.
The provisions of this Article shall not apply to distributions to me.
Further, the provisions of this Article shall not apply to distributions that aze required to
be made to a beneficiary pursuant to the provisions of Section 10.01.
9-2
- Article Ten
~_
Retirement Plans and Life Insurance Policies
The provisions of this Article apply to qualified retirement plans and insurance policies
owned by or made payable to my trust.
Section 10.01 Retirement Plans
Notwithstanding any other provision of this agreement to the contrary, the provisions of
this Section apply to qualified retirement plans.
(a) Rights of My Trustee
Subject to the provisions below pertaining to distributions from qualified
retirement plans, my Trustee may exercise the right to determine the
manner and timing of payments (by lump sum or otherwise) of qualified
retirement plan benefits that aze permitted under qualified retirement plans
and are consistent with the federal income tax rules regazding required
minimum distributions under Section 401(a)(9) of the Internal Revenue
Code.
My Trustee may make a qualified disclaimer of any qualified retirement
benefits or non-qualified annuity benefits payable to my trust.
My Trustee shall not be liable to any beneficiary for the death benefit
`~"~ election selected or for any decision regarding the disclaimer of any.
qualified retirement benefits payable to my trust.
My Trustee may not change or designate beneficiaries under. any
retirement plan. Any power extended to my Trustee under the terms of a
retirement plan that purports to give my Trustee the power to change the
identity or rights of any beneficiaries under the plan is deemed to be void
ab initio.
(b) Distributions from Qualified Retirement Plans to Trusts
Unless specifically stated otherwise, each yeaz, beginning with the year of
my death, if any trust created under this agreement becomes the
beneficiary of death benefits under any qualified retirement plan, my
Trustee shall withdraw from the trust's share of the plan, in each year, the
required minimum distribution required under Section 401(a)(9) of the
Internal Revenue Code. My Trustee may withdraw such additional
amounts from the trust's share of the plan as my Trustee deems advisable;
but, only if the diapositive terms of the trust authorize my Trustee to
immediately distribute the withdrawn amount as provided below. My
Trustee shall immediately distribute all amounts withdrawn to:
My descendants, per stirpes, who are beneficiaries of such
trust; and
10-1
If no descendant of mine is a beneficiary of the trust, then
to the income beneficiaries of such trust in equal shares.
Amounts required to be withdrawn and distributed. under this Section
shall, to the extent they are withdrawn and distributed, reduce mandatory
distribution amounts under other provisions of this agreement that
otherwise require distribution of all of the income of the trust.
The purpose of this Section is to insure that the life expectancy of the
beneficiaries of the trust may be used to calculate the minimum
distributions.required by the Internal Revenue Code. This Section shall be
interpreted consistent with my intent despite any direction to the contrary
in this agreement.
(c) Minimum Required Distribution
In administering my trust, the minimum required distribution for any year
shall be, for each qualified retirement plan, the greater of (1) the value of
the qualified retirement plan determined as of the preceding yeaz-end,
divided by the applicable distribution period; and (2) the amount that my
Trustee shall be required to withdraw under the laws then applicable to the
trust to avoid penalty.
If I die before my required beginning date with respect to a qualified
retirement plan, the applicable distribution period means the life
expectancy of the beneficiary. If I die on or after my required beginning
F~~,?. date with respect to a qualified retirement plan, the applicable distribution
~;;,:
period means the life expectancy of the beneficiary, or (if longer) my
remaining life expectancy.
Notwithstanding the foregoing, if I die on or after my required beginning
date with respect to a qualified retirement plan, the minimum required
distribution for the year of my death shall mean (a) the amount that was
required to be distributed to me with respect to the qualified retirement
plan during the year, minus (b) amounts actually distributed to me with
respect to the qualified retirement plan during the year.
"Life expectancy," "required beginning date" and other similaz terms used
in this subsection, shall be determined in accordance with Section
401(a)(9) of the Internal Revenue Code.
Section 10.02 Life Insurance Policies
The following provisions apply to life insurance policies owned by or made payable to
my trust.
(a) Provisions During My Life
During my life, I reserve all of the rights, powers, privileges, and options,
with respect to any insurance policy, annuity or any other third-party
beneficiary contract owned by or made payable to my trust, including, but
(`' not limited to, the right to designate and change beneficiaries, the right to
10-2
borrow money, the right to surrender the policy, the right to receive any
payments as owner, and the right to make any available elections.
My Trustee shall have no duty to exercise, or refrain from exercising, any
rights, powers, privileges or options with respect to any insurance policy,
annuity contract or other third-party beneficiary contract. My Trustee
shall have no obligation to pay premiums or other contractual amounts
that may be payable under any such policy.
(b) Provisions After My Death
After my death, my Trustee may make all appropriate elections with
respect to such policies and may collect all sums made payable to my trust
or my Trustee under all such policies or contracts.
My Trustee may exercise any settlement options or other options or rights
that may be available under the terms of any policy or contract. My
Trustee shall not be liable to any beneficiary on account of any election
made by my Trustee with respect to any policy or contract.
Section 10.03 Limitation on Liability of Payor
Persons or entities dealing in good faith with my Trustee shall not be required to see to
the proper application of proceeds delivered to my Trustee, or to inquire into any
provision of this agreement.
A receipt signed by my Trustee for any proceeds or benefits paid shall be a sufficient
~_ "~ discharge to the person or entity making the payment.
Section 10.04 Collection Efforts
My Trustee shall make reasonable efforts to collect the proceeds of all life insurance
policies and qualified retirement benefits payable to my trust.
My Trustee may commence legal or administrative proceedings to collect the proceeds of
any life insurance policy or qualified retirement benefits to which the trust is entitled;
provided, however, that my Trustee need not commence any such proceedings until my
Trustee is indemnified to its satisfaction for any expenses and liabilities it may incur in
connection with the proceeding.
My Trustee may settle or compromise any and all claims with respect to the collection of
any life insurance proceeds or qualified retirement benefits to which my trust may be
entitled. A settlement made by my Trustee shall be binding on all beneficiaries.
Section 10.05 No Obligation to Purchase or Maintain Benefits
Nothing in this agreement shall impose any obligation, legal or otherwise, on me or on
my Trustee to purchase, invest, or maintain any qualified retirement plan or life insurance
policy.
10-3
~,.
Article Eleven
Trust Administration
Section 11.01 Distributions to Beneficiaries
Wheriever this agreement authorizes or directs a Trustee to make a distribution of net
income or principal to a beneficiary, the Trustee may apply for the benefit of the
beneficiary any property that otherwise could be distributed directly to the beneficiary.
The Trustee shall have no responsibility to inquire into the beneficiary's ultimate
disposition of the distributed property unless specifically directed otherwise by this
agreement.
The Trustee may make distributions in cash or in kind, or partly in each, in proportions
and at values determined by the Trustee. The Trustee may allocate undivided interests in
specific assets to a beneficiary or trust in any proportion or manner that the Trustee
determines, even though the property allocated to one beneficiary may be different from
that allocated to another beneficiary.
The Trustee may make these determinations without regard to the income tax attributes
of the property and without the consent of any beneficiary.
Section 11.02 Mandatory Payments of a Pecuniary Amount
Notwithstanding any provision of this agreement to the contrary, if a person holds the
current right to receive a mandatory (i.e., nondiscretionary and noncontingent) payment
=~ of a pecuniary amount at my death from my trust, the following shall apply:
(A) My Trustee shall pay appropriate interest (as defined in section
26.2642-2(b)(4)(i) and (ii) of the Treasury Regulations) to the person; and
(B) If the pecuniary amount is payable in kind on the basis of value other
than the date of distribution value of the assets, my Trustee shall allocate
assets to the pecuniary payment in a manner that fairly reflects net
appreciation or depreciation in the value of the assets in the fund available
to pay the pecuniary amount measured from the valuation date to the date
of payment.
Section 11.03 No Court Proceedings
This trust shall be administered expeditiously, consistent with the provisions of this
agreement, free of judicial intervention, and without order, approval or action of any
court. The trust shall be subject to the jurisdiction of a court only if my Trustee or
another interested party institutes a legal proceeding. A proceeding to seek instructions
or a court determination shall be initiated in the court having original jurisdiction over
matters relating to the construction and administration of trusts. Seeking instructions or a
court determination shall not subject this trust to the continuing jurisdiction of the court.
i`,'
::._
11-1
Section 11.04 No Bond
~ My Trustee is not required to furnish any bond for the faithful performance of my
Trustee's duties, unless required by a court of competent jurisdiction and only if the court
finds that a bond is needed to protect the interests of the beneficiaries. No surety will be
required on any bond required by any law or rule of court, unless the court specifies that a
surety is necessary.
Section 11.05 Trustee Exoneration
No successor Trustee is obligated to examine the accounts, records or actions of any
previous Trustee or of the Personal Representative of my estate. No successor Trustee
shall be in any way or manner responsible for any act or omission to act on the part of
any previous Trustee or the Personal Representative of my estate.
Unless a Trustee has received notice of removal, the Trustee shall not be liable to me or
to any beneficiary for the consequences of any action taken by the Trustee that would
have been, but for the prior removal of the Trustee, a proper exercise by the Trustee of
the authority granted to the Trustee under this agreement.
Any Trustee may request and obtain from the beneficiaries or from their legal
representatives, agreements in writing releasing the Trustee from any liability that may
have arisen from the Trustee's acts or omissions to act and indemnifying the Trustee from
liability for the acts or omissions. An agreement described. in this pazagraph, if acquired
from all the living beneficiaries of the trust or from their legal representatives, shall be
conclusive and binding upon all parties, born or unborn, who may have, or may in the
,~,~~}
future acquire, an interest in the trust.
The Trustee may require a refunding agreement before making any distribution or
allocation of trust income or principal and may withhold distribution or allocation
pending determination or release of a tax lien or other lien. This refunding agreement
provision shall not apply to any distribution that qualifies for the federal estate tax
charitable deduction. -
Section 11.06 Trustee Compensation
An individual serving as Trustee, other than me, shall be entitled to fair and reasonable
compensation for the services rendered as a fiduciary. A corporate fiduciary serving as
Trustee shall be compensated by agreement with an individual Trustee or, in the absence
of an individual Trustee or in the absence of an agreement, in accordance with the
corporate fiduciary's published schedule of fees in effect at the time the services are
rendered.
A Trustee may charge additional fees for services it provides that aze not comprised
within its duties as Trustee such as fees for legal services, tax return prepazation and
corporate fmance or investment banking services.
In addition to receiving compensation, a Trustee may be reimbursed for reasonable costs
and expenses incurred in carrying out its duties under this agreement.
11-2
Section 11.07 Employment of Professionals
-,
' My Trustee may appoint, employ and remove, at any time and from time to time,
investment advisors, accountants, auditors, depositories, custodians, brokers, consultants,
attorneys, expert advisers, agents, and employees to advise or assist the Trustee in the
performance of its duties. My Trustee may act upon the recommendations of the persons
or entities employed with or without independent investigation.
My Trustee may reasonably compensate an individual or entity employed to assist or
advise my Trustee regardless of whether the person or entity shall be a Trustee of a trust
established under this agreement or a corporate affiliate of a Trustee and regazdless of
whether the entity shall be one in which a Trustee of a trust created under this agreement
is a partner, member, stockholder, officer, director or corporate affiliate or has any other
interest.
My Trustee may pay the usual compensation for services contracted for under this
Section out of principal or income of the trust as my Trustee may deem advisable. My
Trustee may pay compensation to an individual or entity employed to assist or advise my
Trustee without diminution of or charging the same against the compensation to which
the Trustee is entitled under this agreement. Any Trustee who shall be a partner,
stockholder, officer, director or corporate affiliate in any entity employed to assist or
advise my Trustee shall nonetheless receive the Trustee's share of the compensation paid
to the entity.
Section 11.08 Determination of Principal and Income
y •.`4 i ,
~~" The Pennsylvania Uniform Principal and Income Act shall govern beneficiaries rights
among themselves in matters concerning principal and income. If the Pennsylvania
Uniform Principal and Income Act contains no provision concerning a particular item,
my Trustee shall determine in a fair, equitable and practical manner what shall be
credited, charged, and apportioned between principal and income.
Notwithstanding any provision of the Pennsylvania Uniform Principal and Income Act or
Pennsylvania law to the contrary, my Trustee shall treat distributions from any qualified
retirement accounts to any trust established under this agreement in any given yeaz as
income to the extent the distribution represents income generated or treated as generated
by any qualified retirement account for that year.
In addition, my Trustee shall treat annuity and other periodic payments to any trust
established under this agreement in any given year as income to the extent the
distribution represents income generated and treated as generated by the annuity or other
periodic payment for that year; if income information is not available, then my Trustee
shall apportion the annuity and other periodic payments between principal and income in
a fair, equitable and practical manner in accordance with the guidelines set forth in this
Section. "Annuity and other periodic payments" refers to distributions made to my
Trustee over a fixed number of yeazs or during the life of one or more individuals
because of services rendered or property transferred to the payor in exchange for future
.payments and includes payments made in money or property from the payor's general
assets or from a sepazate fund created by the payor, including a private or commercial
(~
11-3
annuity, an individual retirement annuity, a pension, profit-sharing plan, stock-bonus
plan, stock ownership plan or similar arrangement.
1. To the extent an annuity or other periodic payment is characterized. as
interest, dividend or other item of income or an annuity or other periodic
payment is made in lieu of interest, dividend or other item of income; my
Trustee shall allocate the payment to income. My Trustee shall allocate to
principal the balance of the annuity or other periodic payment as well as
any other payment received in the same accounting period that is not
chazacterized as interest, dividend or other item of income.
2. To the extent annuity and other periodic payments aze made and no
part of the payments are chazacterized as interest, dividend or other item
of income, my Trustee shall use the present value of the annuity and other
periodic payments as fmally determined for federal estate tax purposes and
the Section 7520 rate of the Internal Revenue Code used to determine the
value for federal estate tax purposes to prepaze an annuitization table to
allocate the payments between income and principal.
3. In the event that the amount of annuity and other periodic payments
change because of changes in the investment markets or other changes, my
Trustee shall allocate the change in the amount of the payments between
income and principal in a fair, equitable and practical manner.
If, to obtain an estate tax marital deduction for a trust established under this agreement,
.; my Trustee must allocate more of a payment to income than provided for by this section,
"``'' my Trustee shall allocate to income the additional amount necessary to obtain the marital
deduction.
Section 11.09 Trust Accounting
Except to the extent required by law, my Trustee is not required to file accountings in any
jurisdiction.
After my death, upon the written request of a an income beneficiary, my Trustee must
render an accounting to the income beneficiaries of that trust during the accounting
period that includes the date of the written request.
The accounting must include the receipts, expenditures, and distributions from the trust
for which the accounting is filed occurring during the accounting period. If a tax return is
filed for a trust during a period for which a trust accounting is made, my Trustee's
accounting must include a copy of that tax return. If there is no tax return filed for the
accounting period, my Trustee's accounting must include a balance sheet itemizing the
trust property and my Trustee's reasonable estimation of the value of the assets held in
the trust as of the date the accounting is completed.
In the absence of fraud or manifest error, the assent by all income beneficiaries to a
Trustee's accounting will make the matters disclosed in the accounting binding and
conclusive upon all persons, including those living on the date of this agreement and
those to be born in the future who have, or will in the future have, a vested or contingent
'~ interest in the trust ro ert . In the case of an income benefici
P P Y ary who is a minor or who
11-4
is incapacitated, that beneficiary's natural guardian or legal representative may give the
assent required under this Section.
A beneficiary may object to an accounting rendered by my Trustee only if the beneficiary
gives written notice to my Trustee within 60 days after my Trustee renders the
accounting. Any beneficiary who does not submit a written objection to the accounting is
deemed to assent to the accounting.
My Trustee must make the trust's financial records and documentation available to
beneficiaries at reasonable times and upon reasonable notice for inspection by the
beneficiaries. My Trustee is not required to furnish any information regazding my trust to
anyone other than a beneficiary. My Trustee may exclude any information that my
Trustee determines is not directly applicable to the beneficiary receiving the information.
Section 11.10 Action of Trustees; Disclaimer
Unless otherwise provided in this agreement, whenever I am serving as Trustee, I may
make all decisions and exercise all powers and discretions granted to my Trustee under
this agreement without the consent of any other Trustee.
When I am not serving as a Trustee, if two Trustees are eligible to act with respect to a
given matter, the concurrence of both shall be required for action to be taken; if more
than two Trustees aze eligible to act with respect to a given matter, the concurrence of a
majority of my Trustees shall be required for action to be taken.
A nonconcurring Trustee may dissent or abstain from a decision of the majority. A
'°`~~;. Trustee shall be absolved from personal liability by registering its dissent or abstention in
"`~ the records of the trust. After doing so, the dissenting Trustee shall then act with my
other Trustees in any way necessary or appropriate to effectuate the decision of the
majority.
Notwithstanding any provision of this agreement to the contrary, any Trustee may
disclaim or release, in whole or in part, by an instrument in writing, any power it holds as~
Trustee, irrevocably or for any period of time that the Trustee may specify. The Trustee
may make the relinquishment of a power personal to the Trustee or may relinquish the
power for all subsequent Trustees.
Section 11.11 Delegation of Trustee Authority; Power of Attorney
Subject to the limitations set forth in Section 12.22, any Trustee may, by an instrument in
writing, delegate to any other Trustee the right to exercise any power (including a
discretionary power) granted my Trustee in this agreement. During the time a delegation
under this Section is in effect, the Trustee to whom the delegation was made may
exercise the power to the same extent as if the delegating Trustee had personally joined in
the exercise of the power. The delegating Trustee may revoke the delegation at any time
by giving written notice of revocation to the Trustee to whom the power was delegated.
My Trustee may execute and deliver a revocable or irrevocable power of attorney
granting any individual or entity the power to transact any and all business on behalf of
my trust or any other trust created under this agreement. The power of attorney may
,:,,;
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11-5
_ grant to the attorney-in-fact all of the rights, powers, and discretion that my Trustee is
r entitled to exercise under this agreement.
Section 11.12 Additions to Separate Trusts
If upon my death, or upon the termination of any trust created under this agreement, a
final distribution is to be made to a person who is or is named as the primary beneficiary
of another trust created or provided for under this agreement, and there is no specific
indication whether the distribution is to be made in trust or outright, free of trust, my
Trustee shall make the distribution to the second trust instead of distributing the property
to the beneficiary outright. For purposes of administration, my Trustee shall treat the
distribution as though it had been an original part of the second trust.
Section 11.13 Authority to Merge or Sever Trusts
My Trustee may merge and consolidate a trust created under this agreement with any
other trust, if the two trusts contain substantially the same terms for the same
beneficiaries and at least one Trustee in common.
My Trustee may administer the merged and consolidated trust as a single trust or unit. If,
however, a merger or consolidation does not appear feasible, my Trustee may consolidate
the assets of the trusts for purposes of investment and trust administration while retaining
separate records and accounts for each respective trust.
My Trustee may sever any trust on a fractional basis into two or more separate and
;~ identical trusts or may segregate a specific amount or asset from the trust property by
':`'~~ allocation to a separate account or trust. The separate trusts may be funded on a non pro
rata basis provided that funding is based on the total fair market value of the assets on the
date of funding. Income earned on a segregated amount or specific asset after. the
segregation passes with the amount or asset segregated. My Trustee shall hold and
administer each separate trust upon terms and conditions substantially identical to those
of the trust from which it was severed.
Subject to the terms of the trust, my Trustee may consider differences in federal tax
attributes and other pertinent factors in administering the trust property of any separate
account or trust, in making applicable tax elections, and in making distributions. A
separate trust created by severance must be treated as a separate trust for all purposes
from the date on which the severance is effective; however, the effective date of
severance may be retroactive to a date before the date on which my Trustee exercises the
power.
Section 11.14 Authority to Terminate Trusts
If, at any time, my Trustee, other than an Interested Trustee, in its sole and absolute
discretion, determines that a trust created under this agreement is no longer economical or
is otherwise inadvisable to administer as a trust, or if my Trustee, other than an Interested
Trustee, deems it to be in the best interest of my beneficiaries, my Trustee, without
further responsibility, may terminate the trust and distribute the trust property, including
any undistributed net income, in the following order of priority:
To me, if I am then living;
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_ To the beneficiaries then entitled to mandatory distributions of net income
- ' of the trust and in the same proportions; and
If none of the beneficiaries are entitled to mandatory. distributions of net
income, to the beneficiaries then eligible to receive discretionary
distributions of net income of the trust, in such amounts and shazes as my
Trustee, other than an Interested Trustee, may determine.
Section 11.15 Merger of Corporate Fiduciary
If any corporate fiduciary acting as my Trustee under this agreement is merged with or
transfers substantially all of its trust assets to another corporation. or if a corporate
fiduciary changes its name, the successor shall. automatically succeed to the trusteeship as
if originally named a Trustee. No document of acceptance of trusteeship shall be
required.
Section 11.16 Beneficiary's Status
Until a Trustee receives notice of the incapacity, birth, marriage, death or other event
upon which a beneficiary's right to receive payments may depend, the Trustee shall not
be liable for acting or failing to act with respect to the event or for disbursements made in
good faith to persons whose interest may have been affected by such event. Unless
otherwise provided in this agreement, the parent or legal representative may act on behalf
of a beneficiary who is a minor or is incapacitated.
.~. A Trustee may rely on any information provided by a beneficiary with respect to the
~'~''_`~" beneficiary's assets acid income. A Trustee shall have no independent duty to investigate
~.;
the status of any beneficiary and shall not incur any liability for failure to do so.
Section 11.17 Discharge of Third Persons
Persons dealing in good faith with my Trustee shall not be required to see to the proper
application of money paid or property delivered to my Trustee, or to inquire into the
authority of my Trustee as to any transaction. The receipt from my Trustee for any
money or property paid, transferred or delivered to my Trustee shall be a sufficient
discharge to the person or persons paying, transferring or delivering the money or
property from all liability in connection with its application.
Section 11.18 Certificate by Trustee
A written statement of my Trustee may always be relied upon by, and shall always be
conclusive evidence in favor of, any transfer agent or any other person dealing in good
faith with my Trustee in reliance upon the statement.
Section 11.19 Funeral and Other Expenses of Beneficiary
Upon the death of an income beneficiary, my Trustee may pay from trust property the
funeral expenses, burial or cremation expenses, enforceable debts and other expenses
incurred due to the death of the beneficiary. This Section shall only apply to the extent
the income beneficiazy has not exercised any testamentary power of appointment granted
to him or her under this agreement.
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_ My Trustee may rely upon any request by the Personal Representative or members of the
family of the deceased beneficiary for payment without verifying the validity or the
amounts and without being required to see to the application of the amounts so paid. My
Trustee may make decisions under this Section without regard to any limitation on
payment of expenses imposed by statute or rule of court and may be made without
obtaining the approval of any court having jurisdiction over the administration of the
deceased beneficiary's estate.
~.
~~~
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11-8
Article Twelve
My Trustee's Powers
Section 12.01 Introduction to Trustee's Powers
Except as otherwise specifically provided in this agreement, my Trustee may exercise,
without prior approval from any court, all the powers conferred by this agreement and
any powers conferred by law,. including, without limitation, those powers set forth under
the common law or statutory law of the Commonwealth of Pennsylvania or any other
jurisdiction whose law applies to this trust. The powers set forth in the Pennsylvania
Fiduciaries' Powers Act are specifically incorporated into this trust agreement. The
powers conferred upon my Trustee by law, including those powers conferred by the
Pennsylvania Fiduciaries' Powers Act, shall be subject to any express limitations or
contrary directions contained in this agreement.
My Trustee shall exercise these powers in the manner my Trustee determines to be in the
best interests of the beneficiaries. My Trustee shall not exercise any of its powers in a
manner that is inconsistent with the right of the beneficiaries to the beneficial enjoyment
of the trust property in accordance with the general principles of the law of trusts.
The Trustee of a trust may have duties and responsibilities in addition to those described
in this agreement. I encourage my Trustee to obtain appropriate legal advice if my
Trustee has any questions concerning its duties and responsibilities as Trustee.
,,:
~'`-.¢ Section 12.02 Execution of Documents by My Trustee
My Trustee may execute and deliver any and all instruments in writing that my Trustee
considers necessary to carry out any of the powers granted in this agreement.
Section 12.03 Investment Powers in General
My Trustee may invest in any type of investment that my Trustee determines is consistent
with the investment goals of my trust, whether inside or outside the geographic borders of
the United States of America and its possessions or territories, taking into account my
trust's overall investment portfolio.
Without limiting my Trustee's investment authority in any way, I request that my Trustee
exercise reasonable care and skill in selecting and retaining trust investments. I also
request that my Trustee take into account the following factors in choosing investments
for my trust:
The potential return from the investment, both in the form of income and
appreciation;
The potential income tax consequences of the investment;
The investment's potential for volatility; and
The role the investment will play in the trust's portfolio.
tti'~. :.;
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12'1
I request that my Trustee, in arranging the investment portfolio of the trust, also consider
(" ^ the possible effects of inflation or deflation, changes in global and U.S. economic
conditions, transaction expenses, and the trust's need for liquidity.
My Trustee may delegate its discretion to manage trust investments to any registered
investment adviser or corporate fiduciary.
Section 12.04 Banking Powers
My Trustee may establish bank accounts of any type in one or more banking institutions
that my Trustee may choose. My Trustee may open accounts in the name of my Trustee
(with or without disclosing fiduciary capacity) or in the name of the trust. When an
account is in the name of the trust, checks on that account and authorized signatures need
not disclose the fiduciary nature of the account or refer to any trust or Trustee.
An account from which my Trustee makes frequent disbursements need not be an interest
bearing account. My Trustee may authorize withdrawals from an account by check, draft
or other instrument or in any other manner.
Section 12.05 Business Powers
My Trustee is authorized to serve as an officer, director, manager, or in any other
capacity of any proprietorship, partnership, joint venture, corporation, or other enterprise
in which the trust has an interest (whether or not such interest is total or controlling). My
Trustee may receive compensation for services.
~~~. My Trustee may contract with and otherwise deal with any such enterprise in the same
`~~'' manner as it would with any enterprise in which the trust has no interest, and may use any
voting power my Trustee may have to implement its authority (whether as Trustee or as
an officer, director, or other official of the enterprise).
With respect to any units in a limited liability company, limited partnership, or stock in a
closely-held corporation ("closely-held company") that are contributed to the trust, the
powers granted to my Trustee in this Article shall not disqualify my Trustee from acting
personally and independently, and not in a fiduciary capacity, with respect to any closely
held company, from holding office in the closely-held company, from accepting
remuneration from the closely-held company, from voting any units or stock in favor of
the Trustee as a director or officer of the closely-held company, or from purchasing or
selling units or stock of the closely-held company.
If a trust is funded with subchapter S stock, my Trustee may either elect to qualify the
trust as a qualified subchapter S trust ("QSST") under Section 1361(d)(3) of the Internal
Revenue Code or as an electing small business trust under Section 1361(e)(1) to
administer the trust in accordance with the requirements of the corresponding Section.
Section 12.06 Contract Powers
My Trustee may sell at public or private sale, transfer, exchange for other property, and
otherwise dispose of trust property for consideration and upon terms and conditions that
my Trustee deems advisable. My Trustee may grant options of any duration for any such
sates, exchanges, or transfers of trust property.
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My Trustee may enter into contracts, and may deliver deeds or other instruments, that my
1, Trustee deems appropriate.
Section 12.07 Common Investments
For purposes of convenience with regard to the administration and investment of the trust
property, my Trustee may invest part or all of the trust property jointly with trust property
of other trusts for which my Trustee is also serving as a Trustee. For this purpose, a
corporate fiduciary acting as my Trustee may use common funds for investment.
When trust property is managed and invested in this manner, my Trustee shall maintain
records that sufficiently identify that portion of the jointly invested assets that constitute
the trust property of this trust.
Section 12.08 Environmental Powers
My Trustee shall have the right to inspect trust property to determine compliance with or
to respond to any environmental law affecting the trust property. "Environmental law"
shall mean any federal, state, or local law, rule, regulation, or ordinance relating to
protection of the environment or of human health.
My Trustee may refuse to accept property if my Trustee determines that the property is or
may be contaminated by any hazardous substance or is or was used for any purpose
involving hazardous substances that could create liability to the trust or to my Trustee.
My Trustee may use and expend trust property to (i) conduct environmental assessments,
audits or site monitoring; (ii) take remedial action to contain, clean up or remove any
g P~ ~ g , (...) .
'`'~` hazardous substance includin a s ill dischar a or contamination• ui mstitute contest
or settle legal proceedings brought by a private litigant or any local, state, or federal
agency concerned with environmental compliance; (iv) comply with any order issued by
any court or by any local, state, or federal agency directing an assessment, abatement or
clean-up of any hazardous substance; and (v) employ agents, consultants and legal
counsel to assist my Trustee in these actions.
My Trustee shall not be liable for any loss or reduction in value sustained by my trust as a
result of my Trustee's retention of property on which hazardous materials or substances
requiring remedial action are discovered unless my Trustee contributed to the resulting
loss or reduction in value through willful misconduct or gross negligence.
My Trustee shall not be liable to any beneficiary or to any other party for any decrease in
the value of trust property as a result of my Trustee's compliance with any environmental
law, including any reporting requirement.
My Trustee may release, relinquish or disclaim any power held by my Trustee that my
Trustee determines may cause my Trustee to incur individual liability under any
environmental law.
Section 12.09 Farm, Ranch and Other Agricultural Powers
My Trustee may retain, acquire, and sell any farm or ranching operation, whether as a
sole proprietorship, partnership, or corporation.
r'
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_ My Trustee may engage in the production, harvesting, and marketing of farm and ranch
products either by operating directly or with management agencies, hired labor, tenants,
or sharecroppers.
My Trustee may engage and participate in any government farm program, whether state
or federally sponsored.
My Trustee may purchase or rent machinery, equipment, livestock, poultry, feed, and
seed.
My Trustee may improve and repair all farm and ranch properties; construct buildings,
fences, and drainage facilities, and acquire, retain, improve, and dispose of wells, water
rights, ditch rights, and priorities of any nature.
My Trustee may do all things customary or desirable to operate a farm or ranch operation
for the benefit of the beneficiaries.
Section 12.10 Insurance Powers
My Trustee may purchase, accept, hold, and deal with as owner, policies of insurance on
my life, the life of any beneficiary, or on the life of any person in whom any beneficiary
has an insurable interest.
My Trustee may purchase disability, medical, liability, long-term health care and other
insurance on behalf of and for the benefit of any beneficiary. My Trustee may purchase
annuities and similar investments for any beneficiary.
~ri'~~,
My Trustee shall have the power to execute or cancel any automatic premium loan
-- agreement with respect to any policy, and shall have the power to elect or cancel any
automatic premium loan provision in a life insurance policy. My Trustee may borrow
money to pay premiums due on any policy, either by borrowing from the company
issuing the policy or from another source. My Trustee may assign the policy as security
for the loan.
My Trustee shall have the power to exercise any option contained in a policy with regard
to any dividend or share of surplus apportioned to the policy, to reduce the amount of a
policy or convert or exchange the policy, or to surrender a policy at any time for its cash
value.
My Trustee may elect any paid-up insurance or extended term insurance nonforfeiture
option contained in a policy.
My Trustee shall have the power to sell any policy at its fair market value to anyone
having an insurable interest in the policies including the insured.
My Trustee shall have the right to exercise any other right, option, or benefit contained in
a policy or permitted by the insurance company issuing the policy.
Upon termination of the trust, my Trustee shall have the power to transfer and assign the
policies held by the trust as a distribution of trust property.
12-4
Section 12.11 Loans and Borrowing Powers
". My Trustee may make secured or unsecured loans to any person (including a
beneficiary), entity, trust or estate, for any term or payable on demand, with or without
interest. My Trustee may enter into or modify the terms of any mortgage or security
agreement granted in connection with any loan and may release or foreclose on the
mortgage or security.
My Trustee may borrow money at interest rates and on other terms that it deems
advisable from any person, institution or other source including, in the case of a corporate
fiduciary, its own banking or commercial lending department.
My Trustee may encumber trust property by mortgages, pledges and other hypothecation
and shall have the power to enter into any mortgage, whether as a mortgagee or
mortgagor even though the term may extend beyond the termination of the trust and
beyond the period that is required for an interest created under this agreement to vest in
order to be valid under the rule against perpetuities.
My Trustee may purchase, sell at public or private sale, trade, renew, modify, and extend
mortgages. My Trustee may accept deeds in lieu of foreclosure.
Section 12.12 Nominee Powers
My Trustee may hold real estate, securities and any other trust property in the name of a
nominee or in any other form without disclosing the existence of any trust or fiduciary
capacity.
Section 12.13 Oil, Gas and Mineral Interests
My Trustee may acquire, maintain, develop and exploit, either alone or jointly with
others, any oil, gas, coal, minerals or other natural resource rights or interests.
My Trustee may drill, test, explore, mine, develop, extract, remove, convert, manage,
retain, store, sell and exchange any of such rights and interests on terms and for a price
that my Trustee deems advisable.
My Trustee may execute leases, pooling and unitization agreements and other types of
agreements in connection with such oil, gas, coal, mineral and other natural resource
rights and interests even though such arrangements may extend beyond the termination of
the trust.
My Trustee may execute division orders, transfer orders, releases, assignments, farm
outs, and any other instruments that it deems proper.
My Trustee may employ the services of consultants and outside specialists in connection
with the evaluation, management, acquisition, disposition, and development of any
mineral interest, and may pay the cost of the services from the principal and income of
the trust property.
Section 12.14 Payment of Taxes and Expenses
Except as otherwise provided in this agreement, my Trustee is authorized to pay all
... property taxes, assessments, fees, chazges, and other expenses incurred in the
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- administration or protection of the trust. All payments shall be a chazge against the trust
i property and shall be paid by my Trustee out of the income, or to the extent that the
income is insufficient, then out of the principal of the trust property. The determination
of my Trustee with respect to the payment of expenses shall be conclusive upon the
beneficiaries.
Section 12.15 Qualified- Family Owned Business Interests Deduction
My Trustee, other than an Interested Trustee, shall have the power to amend the terms of
a trust holding "qualified family-owned business interests" as defined in Section 2057 of
the Internal Revenue Code, in order to permit trust property to qualify for the "family
owned business deduction," even if the amendment changes beneficial interests and that
directs the segregation of trust property into more than one trust.
Section 12.16 Qualified Real Property Valuation
My Trustee, other than an Interested Trustee, shall have the power to amend the terms of
a trust holding "qualified real property" as defined in Section 2032A of the Internal
Revenue Code, in order to pennit the qualified real property to qualify or continue to
qualify for special use valuation permitted under Section 2032A, even if the amendment
changes beneficial interests and that directs the segregation of trust property into more
than one trust.
Section 12.17 Real Estate Powers
"""~ My Trustee may sell at public or private sale, convey, purchase, exchange, lease for any
~~~'~ ~`~' period, mortgage, manage, alter, improve and in general deal in and with real property in
such manner and on such terms and conditions as my Trustee deems appropriate.
My Trustee may grant or release easements in or over, subdivide, partition, develop, raze
improvements, and abandon, any real property.
My Trustee may manage real estate in any manner that my Trustee deems best and shall
have all other real estate powers necessary for this purpose.
My Trustee may enter into contracts to sell real estate. My Trustee may enter into leases
and grant options to lease trust property even though the term of the agreement extends
beyond the termination of the trust and beyond the period that is required for an interest
created under this agreement to vest in order to be valid under the rule against
perpetuities. For such purposes, my Trustee may enter into any contracts, covenants and
warranty agreements that my Trustee deems appropriate.
Section 12.18 Residences and Tangible Personal Properly
My Trustee may acquire, maintain and invest in any residence for the use and benefit of
the beneficiaries, whether or not the residence is income producing and without regard to
the proportion that the value of the residence may bear to the total value of the trust
property and even if retaining the residence involves financial risks that trustees would
not ordinarily incur. My Trustee may pay or make arrangements for others to pay all
carrying costs of the residence, including, but not limited to, taxes, assessments,
i
12-6
__ insurance, expenses of maintaining the residence in suitable repair, and other expenses
( relating to the operation of the residence for the benefit of the beneficiaries.
My Trustee may acquire, maintain and invest in articles of tangible personal property,
whether or not the property is income producing, and may pay the expenses of the repair
and maintenance of the property.
My Trustee shall have no duty to convert the property referred to in this Section to
productive property except as required by other provisions of this agreement.
My Trustee may permit any income beneficiary of the trust to occupy any real property
or use any personal property owned by the trust on terms or arrangements that my
Trustee may determine, including rent free or in consideration for the payment of taxes,
insurance, maintenance, repairs, or other charges.
My Trustee shall have no liability for any depreciation or loss as a result of the retention
of any property retained or acquired under the authority of this Section.
Section 12.19 Retention and Abandonment of Trust Property
My Trustee may retain, without liability for depreciation or loss resulting from retention,
any property constituting the trust at the time of its creation, at the time of my death or as
the result of the exercise of a stock option. My Trustee may retain property,
notwithstanding the fact that the property may not be of the character prescribed by law
for the investment of assets held by a fiduciary, and notwithstanding the fact that
retention may result in inadequate diversification under any applicable Prudent Investor
{r ~ Act or other applicable law.
~:~_.~
My Trustee may hold property that is non-income producing or is otherwise
nonproductive if holding the property is, in the sole and absolute discretion of my
Trustee, in the best interests of the beneficiaries. On the other hand, except when I am
serving as a Trustee, my Trustee shall invest contributions of cash and cash equivalents
as soon as reasonably practical after the assets have been acquired by the trust. My
Trustee is permitted to retain a reasonable amount in cash or money market accounts in
order to pay anticipated expenses and other costs and to provide for anticipated
distributions to or for the benefit of a beneficiary.
My Trustee may abandon any trust property that my Trustee deems to be of insignificant
value.
Section 12.20 Securities, Brokerage and Margin Powers
My Trustee may buy, sell, trade and otherwise deal in stocks, bonds, investment
companies, mutual funds, common trust funds, commodities, options and other securities
of any kind and in any amount, including short sales. My Trustee may write and
purchase call or put options, and other derivative securities. My Trustee may maintain
margin accounts with brokerage firms and may pledge securities to secure loans and
advances made to my Trustee or to or for the benefit of a beneficiary.'
My Trustee may place all or any part of the securities held by the trust in the custody of a
bank or trust company. My Trustee may have all securities registered in the name of the
~, _ bank or trust company or in the name of its nominee. My Trustee may appoint the bank
12-7
_ or trust company as
j disburse any income
custodian of accounts.
the agent or attorney in fact to collect, receive, receipt for and
and generally to perform the duties and services incident. to a
My Trustee may employ abroker-dealer as a custodian for securities held by the trust and
may register the securities in the name of the broker-dealer or in the name of a nominee
with or without the addition of words indicating that the securities aze held in a fiduciary
capacity. My Trustee may hold securities in bearer or uncertificated form and may use a
central depository, clearing agency or book-entry system, such as The Depository Trust
Company, Euroclear or the Federal Reserve Bank of New York.
My Trustee may participate in any reorganization, recapitalization, .merger or similaz
transaction. My Trustee may exercise or sell conversion or subscription rights for
securities of all kinds and description.
My Trustee may give proxies or powers of attorney that may be discretionary and with or
without powers of substitution. My Trustee may vote or refrain from voting as to any
matter.
Section 12.21 Settlement Powers
My Trustee may settle, by compromise, adjustment, arbitration or otherwise any and all
claims and demands in favor of or against the trust. My Trustee may release or abandon
any claim in favor of the trust.
Section 12.22 Limitation on My Trustee's Powers
r A All powers granted to my Trustee under this agreement or by applicable law shall be
limited as set forth in this Section, unless explicitly excepted by reference to this Section.
The limitations set forth in this Section shall not apply to me.
(a) An Interested Trustee Limited to Ascertainable
Standards
An Interested Trustee may not exercise or participate in the exercise of
discretion with respect to the distribution of income or principal, or the
termination of the trust to or for the benefit of a beneficiary, to the extent
that the exercise of such discretion is other than for the health, education,
maintenance or support of a beneficiary as described under Sections 2041
and 2514 of the Internal Revenue Code.
(b) No Distributions in Discharge of Certain Legal
Obligations
My Trustee may not exercise or participate in the exercise of discretion
with respect to the distribution of income or principal that would in any
manner discharge a legal obligation of my Trustee, including the
obligation of support.
If a beneficiary or any other person has the Bower to remove a Trustee,.
that Trustee may not exercise or participate in the exercise of discretion
with respect to the distribution of income or principal that would in any
12-8
manner discharge a legal obligation of the person having the power to
i', remove the Trustee, including that person's obligation of support.
(c) Insurance Policy on the Life of My Trustee
If the trust holds a policy that insures the life of my Trustee, my Trustee
shall have no right to exercise any powers or rights with respect to the
policy. A Gotrustee serving under this agreement shall exercise the
powers and rights with respect to the policy.
If the insured Trustee is the only Trustee, then an Independent Special
Trustee designated under Section 3.08 shall exercise the powers and rights
with respect to the policy.
If any rule of law or court decision construes the ability of the insured
Trustee to name an Independent Special Trustee as an incident of
ownership of the policy, then a majority of the then current mandatory and
discretionary income beneficiaries (excluding the insured Trustee if he or
she is a beneficiary) shall select the Independent Special Trustee.
(d) Insurance Policy on a Beneficiary's Life
If the trust holds a policy that insures the life of a beneficiary, the
beneficiary (acting individually or as Trustee) shall have no power over
the policy, the cash value of the policy, or the proceeds. of the policy. The
intent of this denial of power is to prevent an insured beneficiary from
having a power that would constitute an incident of ownership of the
`":~ policy.
In addition, no distribution of income or principal to the insured
beneficiary shall be satisfied out of the proceeds of the policy, the cash
value of the policy or any other economic benefit of the policy.
The limitations of this subsection shall not apply if the proceeds of the
policy would, upon the death of the beneficiary, otherwise be included in
the gross estate of the beneficiary for federal estate tax purposes.
:; ,>.
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12-9
Article Thirteen
~'
General Provisions
Section 13.01 Maximum Term for Trusts
Notwithstanding any other provision of this agreement,. unless terminated earlier under
other provisions of this agreement, each trust created under this agreement shall terminate
upon the expiration of the longest period that property may be held in trust under this
agreement without violation of the applicable rule against perpetuities.
If the applicable rule against perpetuities for trusts is determined by reference to the death
of the last to die among a group of individuals living on the date of my death, those
individuals shall consist of the descendants of my paternal and maternal grandpazents.
At that time, the remaining trust property shall vest in and be distributed to the persons
entitled to receive mandatory distributions of net income of the trust and in the same
proportions. If none of the beneficiaries is entitled to mandatory distributions of net
income, the remaining trust property shall vest in and be distributed to the beneficiaries
entitled to receive discretionary distributions of net income of the trust, in equal shazes
per stirpes.
Section 13.02 Spendthrift Provision
Neither the income nor the principal of any trust created under this trust agreement may
be assigned, anticipated, encumbered, alienated, or otherwise voluntarily transferred in
~~~~ ~~ any manner by any beneficiary. In addition, neither the income nor the principal of any
trust created under this trust agreement is subject to attachment, bankruptcy proceedings
or any other legal process, to the interference or control of creditors or others, or
otherwise subject to any involuntary transfer.
This section does not restrict a beneficiary's right to disclaim any interest or the exercise
of any power of appointment granted in this agreement.
Section 13.03 Contest Provision
If, after receiving a copy of this Section, any person shall, in any manner, directly or
indirectly, attempt to contest or oppose the validity of this agreement, (including any
amendment to this agreement), or commences, continues or prosecutes any legal
proceedings to set this agreement aside, then such person shall forfeit his or her shaze,
cease to have any right or interest in the trust property, and shall, for purposes of this
agreement be deemed to have predeceased me.
This Section may not be applied so as to cause a forfeiture of any distribution otherwise
qualifying for the federal estate tax charitable deduction.
Section 13.04 Survivorship Presumption
If any beneficiary is living at my death, but dies within 30 days after my death, then the
beneficiary will be deemed to have predeceased me for purposes of this agreement.
13-1
Section 13.05 Changing the Governing Law and Situs of Administration
My Trustee may, at any time, change the governing law of the trust, remove all or any
part of the property or the situs of administration of the trust from one jurisdiction to
another, or both. My Trustee may elect, by filing an instrument with the trust records,
that the trust will thereafter be construed, regulated and governed as to administration by
the laws of the new jurisdiction. My Trustee may take action under this Section for any
purpose my Trustee deems appropriate, including the minimization of any taxes in
respect of the trust or any beneficiary of such trust, and may do so with or without
providing notice to any beneficiary.
If necessary, or if deemed advisable by my Trustee, my Trustee will appoint an
Independent Trustee to serve as trustee in the new situs.
If necessary, and if my Trustee does not appoint an Independent Trustee within 30 days
of my Trustee's action to change the governing .law or situs of the trust, the beneficiaries
entitled to receive distributions of net income under the trust may, by majority consent,
appoint a corporate fiduciary in the new situs. If a beneficiary is a minor or is
incapacitated, the parent or legal representative of the beneficiary may act on behalf of
the beneficiary.
Section 13.06 Definitions
For purposes of this agreement, the following terms have the following meanings:
(a) Adopted and Afterborn Persons
A legally adopted person in any generation and his or her descendants,
including adopted descendants, has the same rights and shall be treated in
the same manner under this agreement as natural children of the adopting
parent, provided such person is legally adopted prior to attaining the age
of 18 yeazs. A person is deemed to be legally adopted if the adoption was
legal in the jurisdiction in which it occurred at the time that it occurred.
A fetus in utero that is later born alive shall be considered a person in
being during the period of gestation.
(b) Agreement
The term "this agreement" means this trust agreement and includes all
trusts created under the teens of this agreement.
(c) Descendants
The term "descendants" shall include a person's lineal descendants of all
generations.
(d) Education
The term "education" is intended to be an ascertainable standazd in
accordance with Section 2041 and Section 2514 of the Internal Revenue
Code and shall include, but not be limited to:
Enrollment at private elementary, junior and senior high
`- ' school including boazding school;
13-2
_ Undergraduate and graduate study in any field at a college
or university;
Specialized, vocational or professional training or
instruction at any institution, including private instruction;
and
Any other curriculum or activity that my Trustee may deem
useful for developing the abilities and interests of a
beneficiary including, without limitation, athletic training,
musical instruction, theatrical training, the arts and travel.
The term "education" shall also include distributions made by my Trustee
for expenses such as tuition, room and board, fees, books and supplies,
tutoring and transportation and a reasonable allowance for living expenses.
(e) Grantor
The term "Grantor" has the same legal meaning as "Settlor," "Trustor" or
any other term referring to the maker of a trust.
(i) Incapacity
Except as otherwise provided in this agreement, a person is deemed
incapacitated in any one of the following circumstances.
(1) The Opinion of Two Licensed Physicians
An individual shall be deemed incapacitated whenever, in
'°~f~'~ the written opinion of two licensed physicians, the
individual is unable to effectively manage his or her
property or financial affairs, whether as a result of age,
illness, use of prescription medications, drugs or other
substances, or any other cause.
An individual shall be deemed restored to capacity
whenever the individual's personal or attending physician
provides a written opinion that the individual is able to
effectively manage his or her property and financial affairs.
(2) Court Determination
An individual is deemed incapacitated if a court of
competent jurisdiction has declared the individual to be
disabled, incompetent or legally incapacitated.
(3) Detention, Disappearance or Absence
An individual is deemed incapacitated whenever he or she
cannot effectively manage his or her property or financial
affairs due to the individual's unexplained disappeazance or
absence for more than 30 days, or whenever he or she is
detained under duress.
13-3
An individual's disappeazance or absence or detention
(~ under duress may be established by an affidavit of my
Trustee, or, if no Trustee is serving, by the affidavit of any
beneficiary. The affidavit shall describe the circumstances
of the individual's disappeazance, absence or detention and
may be relied upon by any third party dealing in good faith
with my Trustee in reliance upon the affidavit.
(g) Income Beneficiary
The term "income beneficiary" means any beneficiary who is then entitled
to receive distributions of the net income of the trust, whether. mandatory
or discretionary.
Unless otherwise provided in this agreement, the phrase "majority of the
income beneficiaries" means any ,combination of income beneficiaries
who, if all accrued net income were distributed on the day of a vote by the
beneficiaries, would receive more than 50% of the accrued net income.
For purposes of this calculation, beneficiaries who aze eligible to receive
discretionary distributions of net income are deemed to receive the income
in equal shares.
References to a "majority" refer to a majority of the entire trust
collectively until my Trustee allocates property to sepazate trusts or trust
shares. After the allocation of property to sepazate trusts or trust shazes,
references to a "majority" refer to a majority of each separate trust or trust
., shaze.
(h) Independent Trustee
The term "Independent Trustee" means a Trustee who is not an Interested
Trustee as defined in subsection (i) and includes an Independent Special
Trustee appointed under the provisions of Section 3.08. Whenever (1) a
power is granted exclusively to an Independent Trustee or (2) the phrase
"other than an Interested Trustee" is used, then the power or discretion
may be exercised only by an Independent Trustee. Whenever this
agreement specifically prohibits an Interested Trustee from exercising
discretion or performing an act, then only an Independent Trustee may
exercise that discretion or perform that act.
(i) Interested Trustee
The term "Interested Trustee" means a Trustee who (1) is a transferor or
beneficiary; (2) is related or subordinate to a transferor or beneficiary; (3)
can be removed and replaced by a transferor with either the transferor or a
party who is related or subordinate to the transferor; or (4) can be removed
and replaced by a beneficiary with either the beneficiary or a party who is
related or subordinate to the beneficiary.
For purposes of this subsection, (1) "transferor" means a person who
transferred property to the trust, including a person whose disclaimer
~_
~' ' ` resulted in property passing to the trust; (2) "beneficiary" means a person
13-4
__ who is or in the future may be eligible to receive income or principal from
the trust pursuant to the terms of the trust, even if such person has only a
remote contingent remainder interest in the trust, but not if the person's
only interest is as a potential appointee under a power of appointment; and
(3) "related or subordinate" means related or subordinate within the
meaning of Section 672(c) of the Internal Revenue Code.
Q) Internal Revenue Code and Treasury Regulations
References to the "Internal Revenue Code" or to its provisions are to the
Internal Revenue Code of 1986, as amended from time to time, and the
corresponding Treasury Regulations, if any. References to the "Treasury
Regulations," aze to the Treasury Regulations under the Internal Revenue
Code in effect from time to time. If a particular provision of the Internal
Revenue Code is renumbered, or the Internal Revenue Code is superseded
by a subsequent federal tax law, any reference is deemed to be made to the
renumbered provision or to the corresponding provision of the subsequent
law, unless to do so would clearly be contrary to my intent as expressed in
this agreement. The same rule shall apply to references to the Treasury
Regulations.
(k) Legal Representative or Personal .Representative
As used in this agreement, the term "legal representative" or "Personal
Representative" means a person's guardian, conservator, executor,
,fir ; administrator, . Trustee, or any other person or entity personally
~~> representing a person or the person's estate.
(I) Per Stirpes
Whenever a distribution is to be made to a person's descendants "per
stirpes," the distribution shall be divided into as many shares as there aze
then living children of the person and deceased children of the person who
left then living descendants. Each then living child shall receive one share
and the share of each deceased child shall be divided among the child's
then living descendants in the same manner.
(m) Primary Beneficiary
The primary beneficiary of a trust created under this agreement is the
oldest income beneficiary of that trust unless some other individual is
specifically designated as the primary beneficiary of that separate trust.
(n) Qualified Retirement Plan
The term "qualified retirement plan" means a plan qualified under Section
401 of the Internal Revenue Code, an individual retirement arrangement
under Section 408 or Section 408A or atax-sheltered annuity under
Section 403. The term "qualified retirement benefits" means the amounts
held in or distributed pursuant to a plan qualified under Section 401, an
individual retirement arrangement under Section 408 or Section 408A, a
13-5
tax-sheltered annuity under Section 403 or any other benefit subject to the
~' ^; distribution rules of Section 401(a)(9).
(o) Shall and May
Unless otherwise specifically provided in this agreement or by the context
in which used, I use the word "shall" in this agreement to command, direct
or require, and the word "may" to allow or permit, but not require. In the
context of my Trustee, when I use the word "may" I intend that my
Trustee may act in its sole and absolute discretion unless otherwise stated
in this agreement.
(p) Trust
The terms "this trust" or "this trust agreement" shall refer to this
agreement and all trusts created under the terms of this agreement.
(q) Trustee
The term "my Trustee" or "Trustee" refers to the Trustee named in Article
One and to any successor, substitute, replacement or additional person,
corporation or other entity that is from time to time acting as the Trustee
of any trust created under the terms of this agreement. The term "Trustee"
refers to singulaz or plural as the context may require.
(r) Trust Property
The phrase "trust property" shall be construed to mean all property held by
my Trustee under this agreement, including all property that my Trustee
may acquire from any source.
Section 13.07 General Provisions and Rules of Construction
The following general provisions and rules of construction shall apply to this agreement:
(a) Duplicate Originals
This agreement may be executed in any number of counterparts, each of
which is deemed to be an original. Any person may rely upon a copy of
this agreement certified under oath by my Trustee to be a true copy, to the
same effect as if it were an original.
(b) Singular and Plural; Gender
Unless the context requires otherwise, words denoting the singulaz may be
construed as plural and words of the plural may be construed as denoting
the singular. Words of one gender may be construed as denoting another
gender as is appropriate within the context. The word "or" when used in a
list of more than two items may function as both a conjunction and a
disjunction as the context requires or permits.
(c) Headings of Articles, Sections, and Subsections
The headings of Articles, Sections, and subsections used within this
agreement are included solely for the convenience and reference of the
13-6
reader. They have no significance in the interpretation or construction of
(~ this agreement.
(d) Governing State Law
This agreement is governed, construed and administered according to the
laws of the Commonwealth of Pennsylvania as from time to time
amended, except as to trust property required by law to be governed by the
laws of another jurisdiction and unless the Situs of Administration is
changed as provided in Section 13.05.
(e) Notices
Unless otherwise stated, whenever this agreement calls for notice, the
notice must be in writing and must be personally delivered with proof of
delivery, or mailed postage prepaid by certified mail, return receipt
requested, to the last known address of the party requiring notice. Notice
is effective on the date personally delivered or on the date of the return
receipt. If a party giving notice does not receive the return receipt but has
proof that he or she mailed the notice, notice is effective on the date it
would normally have been received via certified mail. If notice is required
to be given to a minor or incapacitated individual, notice must be given to
the parent or legal representative of the minor or incapacitated individual.
(f) Severability
The invalidity or unenforceability of any provision of this agreement shall
,~:;~~,r not affect the validity or enforceability of any other provision of this
agreement. If a court of competent jurisdiction determines that any
provision is invalid, the remaining provisions of this agreement aze to be
interpreted and construed as if the invalid provision had never been
included in this agreement.
~,
13-7
I have executed this restated trust agreement on this day, September 3, 2009. I certify~to
(~ the officer taking my acknowledgment that I have read this restated trust agreement, that
I understand it, and that it correctly states the provisions under which my trust property is
to be administered and distributed by my Trustee.
Y
-' ~S 'I'. CRIBBEN, Grantor and Trustee
COMMONWEALTH OF PENNSYLVANIA )
ss.
COUNTY OF CUMBERLAND )
On this day, September 3, 2009, before me personally appeazed JAMES T. CRIBBEN, as
Grantor and as Trustee, and MARY KAY MCCANN and CYNTHIA M. MUELLER, as
Trustee personally known to me (or proved to me on the basis of satisfactory evidence) to
be the individuals whose names aze subscribed to the foregoing instrument, and
acknowledged that they executed the same as their voluntary act and deed for the
purposes therein contained.
Witness my hand and official seal.
[Seal]
COI~NONWEALTHOFP$NNSYLVANTIA
NOTARIAL SEAL
Aaron C. Jackson, Notazy Public Notary Public
~~'TON~'~°~' My commission expires:
MY commission ex ' 07 2011
~' ~.,
13-8
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