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HomeMy WebLinkAbout03-05-12 (2)J 1505610140 REV-1500 ~` t°'-'°' PA Department of Revenue OFFICIAL USE ONLY Bureau of Individual Taxes County Cade Year File Number PO BOx 280601 INHERITANCE TAX RETURN Harrisbunn, PA 17128-0601 ~ RESIDENT DECEDENT 2 1 1 1 0 6 8 9 ENTER DECEDENT INFORMATION BELOW Social Security Number Date Of Death MAADDYYYY Date of Birth MAADDYYYY 0 3 1 7 2 0 1 1 0 2 2 4 1 9 3 6 Decedent's Last Name Suffix Decedent's First Name MI DEN N I N G E R J R R O B E R T G (If Applicable) Enter Surviving Spouse's Information Below Spouse's Last Name Suffix Spouse's First Name MI D E N N I N G E R M A R Y A Spouse's Social Security Number THIS RETURN MUST BE FILED IN DUPLICATE WITH THE REGISTER OF WILLS FILL IN APPROPRIATE OVALS BELOW 0 1.Original Return 4. Limited Estate ® 6. Decedent Died Testate (Attach Copy of Will) 9. Litigation Proceeds Received 2. Supplemental Return 4a. Future Interest Compromise (date of death after 12-12-82) 7. Decedent Maintained a Living Trust ~ (Attach Copy of Trust) 10. Spousal Poverty Credit (date of death between 12-31-91 and 1-1-95) 3. Remainder Return (date of death prior to 12-13.82) 5. Federal Estate Tax Return Required 8. Total Number of Safe Deposit Boxes 11. Election to tax' under Sec. 9113(A) (Attach Sch. O) CORRESPONDENT -THIS SECTION MUST BE COMPLETED. ALL CORRESPONDENCE AND CONFIDENTULL TAX INFORMA 8HOULD CT Name Daytime Teleph Surber' ~''' ~. D A V I D W R E A G E R ? 1? ~ 1~~8 REGISTER~UIfiiB USE ONLY ~~~ "17 3 First line of address ~ N 2 3 3 1 M A R K E T S T R E E T "'~ t Second line of address City or Post Office State ZIP Code DATE FILED C A M P H I L L P A 1 7 0 1 1 Correspondents e-mail address: DWREA6ERaREA6ERADLERPC • COM Under penalties ~ perjury. l I have examined this return, indudinp aocbmparrying schedules and statements, and to the best o/ my knowbdpe and belief, it is ,correct and complete. of preparer other than the personal repreaeMatlve is based on ali information ~ whicFr preparier has any krrowledpe. .SIG RE OF PERSOwt~tES NSIBLE FOR FILING RETURN DATE SIGNATURE OF D THAN R~RESENTATNE CAMP HILL PA 17011 2331 MARKET STREET CAMP HILL PA 17011 PLEASE USE ORIGINAL FORM ONLY 1505610140 Side 1 1505610140 J _-P2u~~ 1505610240 REV-1500 EX Decedent's Social Security Number Dscedent'sNune: ROBERT G• DENNINGER, JR • RECAPITUN ATION 1. Real Estate (Schedule A> ........................................... 1. 3 2 0 6 0 0. 0 0 2. Stocks and Bonds (Schedule B) ...................................... 2. 6 1 2 7 4. 0 0 3. Closet' Held Corporation, Partnership or Sole-Proprietorship (Schedule C) ..... 3. • 4. Mo~ages and Notes Receivable (Schedule D) .......................... 4. • 5. Cash, Bank Deposits and Miscellaneous Personal Property (Schedule E)....... 5. • 6. Jointly Owned Property (Schedule F) ^ Separate Billing Requested ....... 6. • 7. Inter-Vhros Transfers & Miscellaneous N -Probate Property (Schedule G) ~ Separate Billing Requested ....... 7. 3 1 6 6 6 7. 0 0 8. Total Gross Assets (total Lines 1 through 7) ........................... 8. 6 9 8 5 4 1. 0 0 9. Funeral Expenses and Administrative Costs (Schedule H) .................. 9. 3 2 0 0 . 0 0 10. Debts of Decedent, Mortgage Liabilities, and Liens (Schedule I) ............. 10. • 11. Total Deductions (total Lines 9 and 10) ............................... 11. 3 2 0 0 . D 0 12. Net Value of Estate (Line 8 minus Line 11) ............................ 12. 6 9 5 3 4 1. 0 0 13. Charitable and Governmental Bequests/Sec 9113 Trusts for which an election to tax has not been made (Schedule J) ...................... 13. 3 8 1 8 7 4 . 0 0 14. Net Value Subject to Tax (Line 12 minus Line 13) ...................... 14. 3 1 3 4 6 7. 0 0 TAX CALCULATION -SEE INSTRUCTIONS FOR APPLICABLE RATES 15. Amountof Line 14 taxable at the spousal tax rate, or transfers under Sec. 9116 (a>(1.2>x.oo 3 1 6 6 6 7. 0 0 15. 0. 0 0 18. Amount of Line 14 taxable 0 0 0 0 0 0 at lineal rate X .0 _ . 16. . 17. Amount of line 14 taxab~ 0 0 0 17 0 0 0 at sibling rate X .12 . . . 18. Amount of Line 14 taxable 0 0 0 0 D O at collateral rate X .15 . 18. . 19. TAX DUE ...................................................... 19. 20. FILL IN THE OVAL IF YOU ARE REQUESTING A REFUND OF AN OVERPAYMENT Side 2 1505610240 1505610240 0. 0 0 REV-1500 EX Paps 3 Decedent's Complete Address: Fik Number 21 11 0689 DECEDENTS NAt~ R08ERT G• DENNINGER, JR• STREET ADDiO:SS 519 DEVON ROAD CnY CAMP HILL STATE PA ZIP 17011 Tax Payments and Credits: 1 • Tax Due (Page 2, Line 19) 2. CreditslPayments A. Prior Payments B. Discount 3. Interest 4. If line 2 is greater than Line 1 + Line 3, enter the difference. This is the OVERPAYMENT. Fln in oval on Page 2, Une 20 to request a refund. (1) o.oo Total Credits (A + B) (2) 0.00 (3) (4) D • 0 0 5. ff Line 1 + lJne 3 is greater than Line 2, enter the difference. This is the TAX DUE. (5) 0.0 0 Make check payable to: REGISTER OF WILLS, AGENT ~. _,.^W;f'' .~»n~ »'~ ~ _,3. ~: _. «r ; k , ' : i.. '~' :~ !.. . ~ Z ::i~ >u K w :Ss~n;=F ~{ _ PLEASE ANSWER THE FOLLOWING QUESTIONS BY PLACING AN "X" IN THE APPROPRIATE BLOCKS 1. Did decedent make a transfer and: Yes No a. retain the use or income of the property transferred : ...................................................................... b. retain the right to designate who shall use the property transferred a its income; ............................... c. retain a reversionary interest; or ................................................................................................ d. receive the promise for life of either payments, benefits or care? ....................................................... 2. ff death oaxirred after December 12,19t32,did decedent transfer property within one year of death without receiving adequate consideration? ....................................................................................... 3. ltd decedent own an 'in trust for apayable-upon-death bank acxount or security at his or her death? ......... 4. Did decedent own an individual retirement account, annuity or other non-probate property, which contains a benefiaarydesignation? .................................................................................................. ~ ^ IF THE ANSWER TO ANY OF THE ABOVE QUESTIONS IS YES, YOU MUST COMPLETE SCHEDULE G AND FILE R AS PART OF THE RETURN. ,~ ,r.. ~,.,. M ..~'.-,'. ~ .. .. ... r .. .~. For dates of death on or after July 1,1994, and before Jan. 1, 1995, the tax rate imposed on the net value of transfers to or for the use of the surviving spouse is 3 percent [72 P.S. §9116 (a) (1.1) (i)]. For dates of death on or after Jan.1,1995, the tax rate imposed on the net value of transfers to or for the use of the surviving spouse is 0 percent [72 P.S. §9116{a) (1.1) (ii)). The statute does not exempt a transfer to a surviving spouse from tax, and the statutory requirements for disclosure of assets and filing a tax return are still applicab~ even if the surviving spouse is the only benefiaary. For dates of death on or after July 1, 2000: • The tax tai 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 parerrt or a stepparent of the child is 0 percent [72 P.S. §9116(a)(1.2)]. • The tax rate imposed on the net value of transfers to or for the use of the decedent's lineal benefiaaries is 4.5 percent, except as noted in 72 P.S. §9116(1.2) [72 P.S. §9116(a)(1)). • The tax rafie imposed on the net value of transfers to or for the use of the decedent's siblings is 12 percent [72 P.S. §9116(a)(1.3)]. Asibling is defined, under Section 9102, as an individual who has at least one parent in common with the decedent, whether by blood or adoption. REV-1502 E)(+ (01-t0) pemnsylvania SCHEDULE A DEPARTMENT OF REVENUE REAL ESTATE INHERITANCE TAX RETURN RESIOENr OECEOENT ESTATE OF: FILE NUMBER: ROBERT G DENNINGER, JR• 21 11 0689 Ail real property owned solely or a~ a tenant in common must be reported at falr market value. Fair market value is defined as the price at which property would be exchanged between a wining buyer and a vriiling seller, neither being compelled to buy a sell, both having reasonable knowledge of the relevant facts. Real properly that b johrtly-0wrred with right of survivorship must be dhtcbsad on Schedule F. Attach a copy of the settlement sheet if the property has been sold. ITEM Indude a Dopy of the deed showing decedent's interest ff owned as tenant in common. VALUE AT DATE NUMBER OF DEATH DESCRIPTION 1• 1519 DEVON ROAD, CAMP HILL, PA 17011 I 320,60D•DO ASSESSED VALUE - •320,600 X 1i COMMON LEVEL RATIO TOTAL (Also enter on Line 1, Recapitulation.) ~ S 320, 60D If more space is needed, use additional sheet of paper of the same size. REV-1803 EX + (8.98) SCHEDULE B COpNNONVYEALTH of PENNSYLVANIA STOCKS & BONDS INHERITANCE TAX RETURN RESIDENT DECEDENT OF FILE ROBERT G• DENNINGER, JR• 21 11 0689 AN propsrhr joinbyownsd with fight of sunhroahip must be disclosed on ScheduN F. ITEM VALUE AT DATE NUMBER DESCRIPTION OF DEATH 1, MERRILL LYNCH BROKER 61,274.00 TOTAL. (Also enter on line 2, Recapitulation) ~ ; •DO (If more space is needed, insert addiliollal sheets of the same size) REV-1510 EX+ (OB-09) Pennsylvania SCHEDULE G DEPARTMENTOF REVENUE INTER VIVOS TRANSFERS AND UTANCETAxRETURN MISC. NON-PROBATE PROPERTY ESTATE OF FILE NUMBER ROBERT G• DENNINGER, JR• 21 11 0689 This schedule must be canpleled and tiedrf the answer to any of questions 1 through 4 on page three of the REV-1500 is yea. BEM NUMBER ASCRIPTION OF PROPERTY NrCIUDETHE NAAE OF THE TRANSFE~tEE. THEat REiAT10NSHW TO DECEDENT AHD THEDATEOFTRANSFERATTACHACOPYOFTHEDEEDFORREALESTATE DATE OF DEATH VALUE OF ASSET 96 OF DECD'S INTEREST EXCLUSION ~APRICIIBLq TAXABLE VALUE 1. MERRILL LYNCH -IRA 316,667.00 100.00 316,667.00 MARY ANN DENNINGER - SPOUSE _ TOTAL (Also enter on Line 7, Recapitulation) ~ = 316 , 667.00 If more space is needed, use additional sheets of paper of the same sig. REV-1511 t_X+ (10-09) Pennsylvania o~Ar:tMENT of ~~ INF~RITANCE TAX RETURN r~sroa+r otct:oEM SCHEDULE H FUNERAL EXPENSES AND ADMINISTRATIVE COSTS cs r w ~ c tir FILE NUMBER ROBERT G. DENNINGER, JR. 21 11 0689 DecederrCe debts must be reporled on Schedule I. ITEM NUMBER DESCRIPTION AMOUNT A. FUNERAL EXPENSES: 1. B. 1 ADMINISTRATIVE COSTS: Personal Representative Commissions: Name(s). of Personal Representative(s) Street Address City Year(s) Commission Paid: State ZIP p, AtlomeyFees: REALER 8 ADLER, PC 3. Famiiy Exemption: (If decedent's address 's not the same aS claimants, attach explanation.) Claimant Street Address City State ZIP Relationship of Claimant to Decedent 4• I Probate Fees: 5. Accountant Fees: 6. Tax Retum Preparer Fees: 7 3,200.00 TOTAL (Also enter on Line 9, Rer,~itulation) I ; ff move space b deeded, use additional sheets of paper of tiro same size. REV-1513 EX+ (01-10) Pennsylvania ~ SCHEDULE J °EPNT OF f ~"`~ I BENEFICIARIES INHERITANCE TAX RETURN RESIDENT DECEDENT ESTATE ~: ROBERT 6• DENNINGER, JR• 21 11 0 689 RELATIONSHIP TO DECEDENT AMOUNT OR SHARE NUMBER NAME AND ADDRESS OF PERSON(S) RECEIVING PROPERTY Do Not List Trustee(s) OF ESTATE I TAXABLE DISTRIBUTIONS pndude outright I distritwtlons and transfers under Sec. 91 6 (a (1.2).J 1. MARY ANN DENNINGER Spousal 316,667.00 519 DEVON ROAD CAMP HILL, PA 17011 ENTER DOLLAR AMOUNTS FOR DISTRIBUTIONS SHOWN ABOVE ON LINES 15 THROUGH 18 OF REV-1500 COVER S HEET, AS APPROPRIATE. II. NON-TAXABLE DISTRIBUTIONS: A. SPOUSAL DISTRIBUTIONS UNDER SECTION 9113 FOR WHICH AN ELECTION TO TAX IS NOT TAKEN: 1. ROBERT GRANT DENNINGER, JR• FAMILY TRUST (CREDIT SHELTER TRUST), 381,874.00 UNDER WILL, DATED NOVEMBER 25, 2008, ARTICLE THREE B. CHARITABLE AND GOVERNMENTAL DISTRIBUTIONS: 1. TOTAL OF PART II -ENTER TOTAL NON-TAXABLE DISTRIBUTIONS ON LINE 13 OF REV-1500 COVER SHEET. ; 381, 874.00 H more space is needed, use additional sheets of paper of the same size. WILL OF ROBERT GRANT DENNINGER, JR. I, ROBERT GRANT DENNINGER, JR., of 519 Devon Road, Camp Hill, Cumberland County, Pennsylvania, 17011, being of sound mind and disposing memory, do hereby make and declare this to be my last Will, hereby revoking all my former Wills and Codicils: Article One: Tangible Personal Property: § 1.1 I bequeath all my tangible personal property to My Wife, Mary Ann Denninger, ("My Wife"), if she survives me. If My Wife does not survive me, then I bequeath all my tangible personal property in accordance with the terms of a personal property memorandum I may prepare. If no such memorandum is located or received by the Executor within 60 days after being appointed as such, after conducting a reasonable search for such memorandum, the Executor shall be held harmless for distributing such property as hereinafter provided. § 1.2 I bequeath such assets not disposed of by such memorandum, or all of such property if no such memorandum is located or received, to my children living at my death to be divided between them in as nearly equal shares as they agree. In the event of irreconcilable disagreement between my children, they shall take turns selecting individual items with my oldest child making the first selection. If any of my children does not survive me, his or her share shall be distributed per stirpes among those of his or her issue who survive me. Any items not so selected shall be sold and the proceeds shall pass as a part of my residuary estate. § 1.3 To the extent practicable in the Executor's sole discretion, I bequeath any policies of insurance on such property to the beneficiary entitled to such .property. § 1.4 I direct that the expenses of storing, packing, shipping, insuring and delivering any such property to the beneficiary entitled thereto shall be paid by the Executor as an administrative expense of my estate. Article Two: Marital Bequest: If My Wife survives me (and I direct that for the purpose of this Article Two she shall be deemed to have survived me unless it appears unmistakably that she did not survive me), and if the federal estate tax due because of my death will be reduced by making this gift for her benefit, I devise and bequeath to My Wife, the least amount (based upon values as finally determined for federal estate tax purposes) as shall be needed for the federal estate tax unlimited marital deduction to reduce the federal estate tax to the lowest possible figure after full use of all other deductions and credits allowable in calculating the federal estate tax, except that such amount shall be calculated without regard to the augmenting of my taxable estate by reason of generation- skipping transfers and without regard for any credit for state death taxes that would not otherwise be payable. Article Three: Residuary Credit Shelter Trust: If My Wife survives me, I devise and bequeath the residue of my estate of every nature and wherever situate, including property over which I shall have any power of appointment, other than any such power given to me in any will or inter vivos trust of My Wife, to the Trustee hereinafter named, IN TRUST, for the following uses and purposes, it being my intention that this trust shall be exempt from federal estate tax to the extent of my unified credit amount: §3.1 During Wife's life. My Trustee shall pay the distribution amount set forth below to or for the benefit of My Wife during her life, in quarter-annual installments. If, however, My Wife does not survive me, the residue of my estate shall be divided and distributed pursuant to the provisions of §3.10 hereinafter. §3.2 Distribution amount. The Trustee shall pay to My Wife in each tax year of the trust during her life an amount equal to four percent (4%) of the average of the fair mazket values of the trust as of the close of the last business day of the trust's three previous tax years (or such lesser number of tax years as are available for the first three tax years of the trust). In the case of a short tax year, the distribution shall be calculated as set forth in subparagraph 3.3 below. In the case of contributions to or distributions from the trust, including initial funding, the distribution amount shall be determined as set forth in subparagraph 3.4 below. § 3.3 Short~ar. For a short tax year, the distribution amount shall be based upon a prorated portion of the distribution amount set forth above comparing the number of days in the short taxable year to the number of days in the calendar yeaz in which the short taxable year is a part. §3.4 Contributions and Distributions. In a taxable yeaz in which assets are added to or distributed from the trust (other than the distribution amount) (hereinafter "adjustment year"), the distribution amount shall be increased (in the case of a contribution) or decreased (in the case of a distribution) by an amount equal to four percent (4%) times the fair market value of the assets contributed or distributed (as 2 of the date or dates of the contribution or distribution), multiplied by a fraction, the numerator of which is the number of days from the contribution or distribution to the end of the calendar year and the denominator of which is the days in the calendar year. Further, the year end values for the two tax years preceding the adjustment year shall be increased by the amount of such addition, or decreased by the amount of such distribution, for purposes of determining the distribution amount for years following the adjustment year. §3.5 Fair market value computations. All computations of the trust's fair market value, or the value of any contributions or distributions as set forth above,. shall include accounting income and principal, but no accruals shall be required. If the trust includes assets for which there is not a ready market, the Trustee shall adopt such method of valuation as he or she deems reasonable in his or her discretion under the circumstances. §3.6 Income earned in estate prior to trust funding In addition to the distribution amount as determined above, the net accounting income earned in my estate and allocable to the residue shall be paid to the trust, and distributed to My Wife in addition to the distribution amount set forth above. §3.7 Source of distribution amounts. The distribution amounts from the trust shall be paid first from the net accounting income, next from net realized short term capital gains, then from net realized long term capital gains, and as necessary from the principal of the trust. §3.8 Discretionary distributions of additional amounts. In addition to the distribution amounts as set forth above, my Trustee shall distribute such additional amounts, if any, of accounting income, capital gain or principal to My Wife as the Trustee, in his or her sole discretion, deems advisable for My Wife's health, maintenance and support in her accustomed standard of living, taking into account other income or assets which are available to her. §3.9 Residence in Trust: If it is necessary in order to fund my credit shelter trust that my personal residence be put into the trust, and if My Wife wants to continue to live in the house, My Wife shall be permitted to continue to live in the house rent free for as long as she wishes; and the Trustee shall not sell or otherwise dispose of the house so long as My Wife wants to live in it. §3.9.1 My Wife shall be responsible for paying all utilities and normal living expenses incidental to living in a house, but the Trustee shall be responsible for paying the taxes, the cost of keeping the house properly insured and for maintaining the house in sound repair and good appearance. §3.9.2 The restrictions against the Trustee selling or otherwise disposing of the house shall no longer have effect (I) upon the death of My Wife, (ii) when My Wife gives permission in writing to the Trustee to sell or dispose of the house, or (iii) when My Wife ceases to need the house as her residence. §3.10 Death of Wife. On the death of My Wife,. the Trustee shall divide the balance of the Credit Shelter Trust into two equal shares which shall be distributed as follows: §3.10.1 One share shall be given as an outright distribution to my daughter, Jennifer Ellen Hollister, of Mechanicsburg, PA, per stirpes; provided, however, that if any beneficiary shall not have attained the age of twenty-one (21) years, that beneficiary's share shall be subject to the provisions of §3.10.4 hereinafter. If my daughter does not survive me or the death of My Wife, per stirpes, this share shall pass under §3.10.2 hereinafter. §3.10.2 TRUST FOR SON: One share. shall be placed into a trust for the benefit of my son. Dennis Grant Denninger, of Camp Hill, PA, per capita. This trust shall continue for the duration of the life of my son. The Dennis Grant Denninger Trust shall be governed by the same terms and conditions as the Credit Shelter Trust specified in this Article Three, except that the references to My Wife shall be interpreted to be references to my son, Dennis Grant Denninger, and the distribution amount shall be as set forth hereinafter. The Trustee shall pay to Dennis Grant Denninger an amount monthly which, when annualized, shall be equal to five percent (5%) of the fair market values of the trust as calculated in §3.2 above. A. If Dennis Grant Denninger requests it, upon the death of My Wife he shall be entitled to receive immediately a one time payment of Twenty-Five Thousand Dollars ($25,000.00) outright. All the rest of this share shall be held IN TRUST for his benefit for the rest of his life. Upon his death the trust shall terminate, and the remaining assets shall be distributed under subparagraph B hereinafter. B. Upon the death of my son, Dennis Grant Denninger, or if he is not alive at the time of the death of My Wife, this share shall lapse, and the remaining assets shall be distributed to my daughter, Jennifer Ellen Hollister, per stirpes. §3.10.3 If on the death of My Wife I am not survived by any issue, the entire residue of the estate shall be divided and distributed among my intestate heirs and the intestate heirs of My Wife. §3.10.4 I give to the Trustee hereinafter named any share passing hereunder for the benefit of any issue of mine who shall not have attained the age of twenty-one (21) years, to be held, administered and disposed of in accordance with Article Four hereof (the "Beneficiary's Trust") for the benefit of such issue. 4 §3.11 Goal of trust and Trustee's power to alter distribution rate The goal of this trust is to provide a relatively smooth flow of distributions to My Wife which distributions over the anticipated term of the trust may maintain to the extent practicable their real spending power in the face of inflation. A second and related goal is to maintain the real spending power of the principal of the trust for the remaindermen. It is my intent by using a total return trust, that is one which does not distinguish in investment goal (or distribution) between the production of income and short and long term capital gains, to eliminate any conflict of interest which the Trustee might otherwise experience between attaining the two goals set forth above. I have set the distribution rate at four percent (4%) based upon my hope that over long periods of time, this distribution rate can be maintained and still have the distributions increase sufficiently to offset inflation. If this goal is achieved, the principal of the trust will also have maintained its value. I recognize that these goals will not be attainable every year, or even over the long term. I accept that the setting of the four percent (4%) distribution rate is my own decision and recognize that the two goals set forth above may not be attainable as a result even if my Trustee acts with reasonable prudence. As a further safeguard, if the Trustee becomes convinced that the goals as set forth above cannot be attained as a result of substantial and long term changes in the investment marketplace; because of inflation, deflation, or other secular economic change which would make advisable a change in the percentage distribution amount, then my Trustee shall have the discretion to modify such rate as he or she may deem necessary. Such a change in rate shall be within the sole discretion of my Trustee given the investment and distribution goals for this trust. My Trustee shall not be held accountable for such discretionary act by any party provided that he or she has acted in good faith. Article Four: The Beneficiary's Trust: The Trustee shall, IN TRUST, hold, manage, invest and reinvest the assets of the Beneficiary's Trust, collect the income thereof, and: §4.1 While the beneficiary of the Beneficiary's Trust (the "Beneficiary") is under eighteen (18) years of age, the Trustee shall apply to or for the benefit of the Beneficiary so much of the net income and, if the net income is insufficient, so much of the principal of the Beneficiary's Trust as the Trustee shall from time to time deem necessary or proper for the Beneficiary's health, maintenance, support and complete education, including preparatory, college and graduate education, and professional, vocational or technical training, taking into account other available funds, including the Beneficiary's assets. The Trustee shall annually accumulate any net income not so distributed and add the same to the principal of the trust property. §4.2 After the Beneficiary attains eighteen (18) years of age, the Trustee shall distribute to or for the benefit of the Beneficiary the net income of the Beneficiary's 5 Trust in quarter-annual installments, or more frequently if the Trustee deems it advisable, and so much of the principal as the Trustee shall from time to time deem necessary or proper for the Beneficiary's health, maintenance, support and complete education, including college and graduate education, and professional, vocational or technical training, and to assist the Beneficiary with reasonable wedding expenses, in the purchase of a principal residence or in the establishment of a profession or business considered a good risk by the Trustee, taking into account other available funds, including the Beneficiary's assets. §4.3 At any time after the Beneficiary attains twenty-one (21) years of age, the Beneficiary may withdraw any or all of the principal of the Beneficiary's Trust. §4.4 If the Beneficiary dies before the complete termination of the Beneficiary's Trust, the Trustee shall distribute the property then held in trust to such persons or corporations, (including the Beneficiary's- estate), in such amounts and upon such trusts, terms and condition, as the Beneficiary by last Will may appoint by specific reference to this general power of appointment; provided, however, any portion of the trust property not subject to the Beneficiary's power of withdrawal immediately prior to the Beneficiary's death may only be appointed to one or more of the Beneficiary's issue, in such amounts and upon such trusts, terms and conditions as the Beneficiary by last Will may appoint by specific reference to this special power of appointment. Any property not so appointed shall be distributed to the Beneficiary's then living issue, per stirpes, or if none, to the pursuant to §3.10.3 above. Article Five: Executrix/Executor: I appoint My Wife, Mary Ann Denninger, Executrix of this my last will. Should My Wife, Mary Ann Denninger, fail to qualify or cease to act as Executrix, I appoint my daughter, Jennifer Ellen Hollister, as my first, contingent Executrix. Should daughter, Jennifer Ellen Hollister, fail to qualify or cease to act as Executrix, I appoint my nephew, James Dewey Tomlin, III, of Rockville Centre, Long Island, NY, as my second, contingent Executor. All references herein to the Executor shall mean my originally appointed Executrix or my successor Executrix. or Executor, as the case may be. Article Six: Trustee: §6.1 I appoint Jennifer Ellen Hollister to be the Trustee of any Trust which is created as a result of this Will. Should Jennifer Ellen Hollister be unable or unwilling to serve as Trustee, or to complete the Trusteeship, I name James Dewey Tomlin, III, as contingent, successor Trustee 6 under my Will. All references herein to the Trustee shall mean my originally appointed Trustee, or my contingent Trustee, as the case may be. Article Seven: Provision for Debts and Expenses: I direct that any of my legally enforceable debts, any expenses of my last illness, funeral and burial, and any of the administrative expenses of my estate shall be paid from the principal of that. portion of my estate disposed of by Article Two of this Will. Article-Eight: Powers of Fiduciaries: §8.1 No fiduciary under this Will shall be required to give bond or other security for the faithful performance of the fiduciary's duties. § 8.2 In addition to the powers conferred by law, my Executor with respect to my estate, and my Trustee with respect to any trust, shall have the following powers, to be exercised in their absolute discretion without the necessity of application to any Court, in the capacity to which such powers may be applicable; § 8.2.1 To invest in, accept and retain any real or personal property, including stock of a corporate fiduciary or its holding company, without restriction to legal investments; §8.2.2 To sell, exchange, partition or lease for any period of time any real or personal property and to give options therefor for cash or credit, with or without security; § 8.2.3 To borrow money from any person including any fiduciary acting hereunder, and to mortgage or pledge any real or personal property; § 8.2.4 To hold shares of stock or other securities in nominee registration form, including that of a clearing corporation or depository, or in book entry form or unregistered or in such other form as will pass by delivery; §8.2.5 To engage in litigation and compromise, arbitrate or abandon claims; §8.2.6 To make distributions in cash, or in kind at current values, or partly in each, allocating specific assets to particular distributes on anon-pro rata basis, and for such purposes to make reasonable determinations of current values; §8.2.7 To make elections, decisions, concessions and settlements in connection with 7 all income, estate, inheritance, gift or other tax returns and the payment of such taxes, without obligation to adjust .the distributive share of income or principal of any person affected thereby; §8.2.8 To allocate, in the Executor's sole and absolute discretion, any portion of my exemption under Section 2631(a) of the Internal Revenue Code to any property as to which I am the transferor, including any property transferred by me during my lifetime as to which I did not make an allocation prior to my death; §8.2.9 To create, except when the fiduciary is a beneficiary of the subject trust, with respect to all or any part. of the principal of any trust hereunder, including a pecuniary amount, by a written instrument a general testamentary power of appointment within the meaning of Section 2041 of the Internal Revenue Code in any beneficiary thereof and to eliminate such power for all or any part of such principal as to which such power was previously created and to divide trust principal into two fractional shares based upon the then portion of the trust that would be includable in the gross estate of the beneficiary holding such power if he died immediately before such division (in which case the power shall be over the entire principal of one share and not the other), with each share being administered as a separate trust, unless such fiduciary shall thereafter elect to combine such separate trusts into a single trust; to exercise the foregoing discretion to create or eliminate a general testamentary power of appointment when such fiduciary determines that the inclusion of the property affected thereby in the beneficiary's gross estate may achieve a significant savings in transfer taxes by having a federal estate tax in lieu of a Chapter 13 tax imposed by the Internal Revenue Code on the property subject to such power of appointment or may achieve significant income tax benefits; § 8.2.10 To disclaim any interest I may have in any estate if the Executor deems such disclaimer to be in the best interests of my estate and the beneficiaries thereof; §8.2.11 To terminate any trust created herein, the principal of which is or becomes too small in the Trustee's discretion to make the establishment or continuance of the trust advisable, and to make immediate distribution of the then remaining trust 8 property to the beneficiary then entitled to the income of the trust property or, if there is more than one beneficiary, to the beneficiaries then entitled to the income of the trust property in proportion to their respective interests therein or, if such interests are not defined, in equal shares to such beneficiaries; provided, however, no Trustee shall participate in any decision to terminate such trust if by reason of such termination such trustee could receive a distribution of trust property from such trust as aforesaid. The receipts and releases of the distributee(s) will terminate absolutely the right of all persons who might otherwise have a future interest in the trust, whether vested or contingent, without notice to them and without the necessity of filing an account in any court; and § 8.2.12 To merge any trust created hereunder with any other trust or trusts created by me or my spouse under will or deed, or a trust created by our daughter, if the terms of any such trust are then substantially similar and held for the primary benefit of the same person or persons. Article Nine: Provision for Taxes: All estate taxes, inheritance taxes, transfer taxes and other taxes of a similar nature payable by reason of my death to any government or subdivision thereof upon or with respect to any property subject to any such tax ("Death Taxes"), and any penalties thereon, shall be paid by the Executor out of the principal of that portion of my estate disposed of, first, by Article Two and, second, by Article Three of this Will; and all interest with respect to any such taxes shall be paid by the Executor out of the income or principal or partly out of the income and partly out of the principal of such portion of my estate, in the absolute discretion of the Executor, without reimbursement from or apportionment among the beneficiaries, recipients or owners of such property for any such taxes, penalties or interest; provided, however, the Executor shall not pay any such taxes, penalties or interest attributable to any property included in my estate solely because of a power of appointment thereover which I possess but have not exercised or any qualified terminable interest property; provided further, however, the Executor shall not pay any supplemental .federal estate tax, or any penalties or interest related thereto, imposed by Section 4980A(d) of the Internal Revenue Code, 9 which supplemental federal estate tax, together with any penalties or interest related thereto, shall be borne by the recipients of the qualified plan benefit (including my estate if it is a recipient of any such benefit) giving rise to such supplemental federal estate tax in proportion to their respective interests therein. Article Ten: Miscellaneous Provisions: § 10.1 As used in this Will, the term "Internal Revenue Code" shall mean the Internal Revenue Code of 1986, as amended from time to time, or the corresponding provision of subsequent law. § 10.2 Whenever the Trustee is directed to distribute property to or for the benefit of any beneficiary who is under (a) twenty-one years of age, or (b) a legal disability or otherwise suffers from an illness or mental or physical disability that would make distribution directly to such beneficiary inappropriate (as determined in the Trustee's sole discretion exercised in good faith), the Trustee may distribute such property to the person who has custody of such beneficiary, may apply such property for the benefit of such beneficiary, may distribute such property to a custodian for such beneficiary, whether then serving or selected and appointed by the Trustee (including the Trustee), under any applicable Uniform Transfers to Minors Act or Uniform Gifts to Minors Act, may distribute such property directly to such beneficiary's estate, or may distribute such property directly to such beneficiary (except if any of the conditions hereinbefore described in (b) apply), without liability on the part of the Trustee to see to the application of such property. This provision shall not in any way operate to suspend such beneficiary's absolute ownership of such property or to prevent the absolute vesting thereof in such beneficiary. § 10.3 Except as otherwise maybe provided in this Will, during the continuance of any of the trusts created under the provisions of this Will, and thereafter until the property is distributed to and received by any beneficiary hereunder, the principal sums thus held in trust for any beneficiary, respectively, and the income thereof shall not be subject to or liable for any contracts, debts; engagements liabilities or torts of such beneficiary now or hereafter made, contracted, incurred or committed, but shall be absolutely free from the same, and such beneficiary shall have no power to sell, assign or encumber all or any part of the principal sums or such beneficiary's interest therein, respectively, or the income thereof, or to anticipate the income. 10 § 10.4 If any beneficiary hereunder should. die within thirty (30) days after me or within thirty (30) days after any other person the survival of whom determines his rights hereunder, then such beneficiary shall be deemed to have predeceased me or such other person for all purposes hereunder. Article Eleven: Gender: Unless the context indicates otherwise, any use of masculine gender herein shall also include the feminine gender. IN WITNESS WHEREOF, I, ROBERT GRANT DENNINGER, JR., herewith set my hand and seal to this, my last Will, typewritten on twelve (12) sheets of paper including the self-proving attestation clause and signatures of witnesses, this Z S ~ day of NU v ~~ ~-, a E ~ , 2008. Witnessed: s ) ROBERT GRANT DENNINGER, JR. ,~~ , residing at `~._ _'.-~_.~-~, 1 '~~~~~~„residingat. /,i 7 ~©T/~ ~ dlar~ 4vcw ~Cc~Vr`r/~~ctn ~~ 17a~~ j %'~ residing at _ G 6 / -fir J o ~ ~, r ~ ~ ~ ~~~ COMMONWEALTH OF PENNSYLVANIA SS COUNTY OF CUMBERLAND I, ROBERT GRANT DENNINGER, JR., (the Testator) and S', ~3 ~ R N ~_ .r-r-~ i . ~-~ ~' j~'eFas c- ~, ~~ ~ o n ~ and /~! p~~r " (~ ~i R~ I cIr rr A N (the witnesses), whose names are signed to the foregoing 11 instrument, being first duly sworn, each hereby declares to the undersigned authority that the Testator signed and executed the instrument as his last will in the presence of the witnesses and that he had signed willingly, and that he executed it as his free and voluntary act for the purposes therein expressed, and that each of the witnesses, in the presence and hearing of the Testator, signed the will as witness and that to the best of their knowledge the Testator was at that time eighteen years of age or older, of sound mind and under no constraint or undue influence. WITNESS: ~~~ ~ TESTATOR: ~- ~y ROBERT RANT DENNINGER, JR. WITNESS: WITNESS: ~~9--- Subscribed, sworn to and acknowledged before me by ROBERT GRANT DENNINGER, JR., the Testator, and subscribed and sworn to before me by ~• /3 ~~ ^~ ~•` -~~ i ~ if ~ /`/ ~ ~'~ ~ /~? LU ~ L p ~ +~ ,and ~n .a h /~,a n ~ ~ < ,~ r-- ~ N ,the witnesses, this 2. -~ ~ day of ~6 ~ ~ ~ ~ ~ R , 2008. Notary Public My Commission expires: ~J~ j B' fee ~ 2 (SEAL) NoTMw. ~u OENI=E L OILLMAN HAA~EN 1P ~. My C~nwMgton 6~ ~p ta, ~O1Z 12