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1505610105 REV-1500 EX (oz-u} (FI) PA Department of Revenue Pennsylvania Bureau of Individual Taxes NINHERITANCE TAX RETURN PO BOX z8o6oi Harrisburg, PA 17128-o6oi RESIDENT DECEDENT OFFICIAL USE ONLY County Code Year File Number ~! 1 / i3 ~~ ENTER DECEDENT INFORMATION BELOW Socral Securrty Number Date of Death MMDDYYYY __ _ _ _ __ Date of Birth MMDDYYYY !.208-38-9222 12/14/2010 , ' 12/09/1919 , _ __ __ _ Decedent's Last Name Suffix Decedents First Name MI ;CARR ISABEL ' H (If Applicable) Enter Surviving Spouse's Information Below Spouse's Last Name Suffix Spouse's First Name MI CARR 'WILLIAM F Spouse's Social Security Number _ _ _ _ THIS RETURN MUST BE FILED IN DUPLICATE WITH THE REGISTER OF WILLS FILL IN APPROPRIATE OPALS BELOW Of7 1. Original Return O 2. Supplemental Return O 3. Remainder Return (Date of Death Prior to 12-13-82j O 4. Limited Estate O 4a. Future Interest Compromise (date of O 5. Federal Estate Tax Return Required death after 12-12-82) Qp 6. Decedent Died Testate O 7. Decedent Maintained a Living Trust 0 8. Total Number of Safe Deposit Boxes (Attach Capy of Will) (Attach Copy of Trust.) O 9. Litigation Proceeds Received O 10. Spousal Poverty Credit (Date of Death O 11. Election to Tax under Sec. 9113(A} Between 12-31-91 and 1-1-95} (Attach Schedule O} CORRESPONDENT -THIS SECTION MUST BE COMPLETED. ALL CORRESPONDENCE AND CONFIDENTIAL TAX INFORMATION SHOULD BE DIRECTED T0: Name Daytime Telephone Number na __ JOHN L. CARR, ESQUIRE (215) 630-15~ ~, ~ -,-, ... First Line of Address 800 AVONDALE ROAD Second Line of Address 'SUITE 3-D City or Post Office ', WALLINGFORD State ZIP Code PA :19086 -, c ~ r~ ~IfL-~ USELY S ' ''t f ' - t t ~ r ~ y ~ : n .KG's =; GO f ri . _- G r , { .: - C~C~ , , ~ ~ t_ ,,-,~ ~ r ~-'-t ~ D .~ -..s DATE FILED Correspondent's a-mail address: JCBi'PeSq@VerIZOfl.n2t Under penalties of perjury, I declare that I have examined this return, including accompanying schedules and statements, and to the best of my knowledge and belief, it is true, correct and complete. Declaration of prepares other than the personal representative is based on all information of which prepares has any knotivledge. SIGNATURE OF PEl,~SON RESPONSIBLE FOR FILING RETURN DATE ?; ~~ /! /a~~riA ~G~ ~o.giJ ~- Su,~iF 3~ iJ c/i~[~~sr-!G'~~.Q~ /©~ /~~ 7~(,~ SIGNATURE OF PREPARER OTHER THAN REPRESENTATIVE ~ DATE ADDRESS PLEASE USE ORIGINAL FORM ONLY Side 1 1505610105 1505610105 ~ ~ J 1505610205 REV-1500 EX (FI) Decedent's Sociai Security Number Decedents Name: CARR, H. ISABEL '', 208-38-9222 RECAPITULATION 1. Real Estate (Schedule A) ............................................. 1. !' 2. Stocks and Bonds (Schedule B) ....................................... 2. ?. 3. Closely Held Corporation, Partnership or Soie-Proprietorship (Schedule C) ..... 3. 4. Mortgages and Notes Receivable (Schedule D) ........................... 4. 5. Cash, Bank Deposits and Miscellaneous Personal Property (Schedule E)....... 5. 6. Jointly Gwned Property (Scheduie F) O Separate Billing Requested ....... 6. 7. Inter-Vivos Transfers 8~ Miscellaneous Non-Probate Property {Schedule G} O Separate Billing Requested........ 7. ';' 8. Total Gross Assets (total Lines 1 through 7} ............................. 8. 8, 966.83 345,666.83 9. Funeral Expenses and Administrative Costs (Schedule H) ................... 9. 10. Debts of Decedent, Mortgage liabilities and Liens (Schedule I) ............... 10. 11. Total Deductions {total Lines 9 and 10) ....... . ......................... 11. 12. Net Vaiue of Estate (Line 8 minus Line 11) ................... . ....... ... 12. 13. Charitable and Governmental Bequests/Sec 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. 345,666.83 , TAX CALCULATION -SEE INSTRUCTIONS FOR APPLICABLE RATES 15. Amount of Line 14 taxable at the spousal tax rate, or transfers under Sec. 9116 _ _ __ (a)(1.2) x .0 00 ', 345,666.83 1s.' 0.00 16. _.. Amount of Line 14 taxable °` - at lineal rate X .0 _ 16. 17. Amount of Line 14 taxable at sibling rate X .12 ', 17. '; 18. Amount of Line 14 taxable at collateral rate X .15 ', 1 g. 19. TAX DUE ....................................................... ..19.' 0.00 20. FILL IN THE OVAL IF YOU ARE REQUESTING A REFUND OF AN OVERPAYMENT O 336,700.00 Side 2 1505610205 1505610205 ftEV-1.500 EX {FI) Page 3 Fiie Number Decedent's Complete Address: Tax Payments and Credits: 1. Tax Due {Page 2, Line 19) {1} 0.00 2. CreditslPayments A. Prior Payments 0.00_ _.._.. g. Discount 0.00 Total Credits (A + g) {2) 0.00 3. Interest {3) 4. If Line 2 is greater than Line 1 + Line 3, enter the difference. This is the OVERPAYMENT. Fill in oval on Page 2, Line 20 to request a refund. {4j 5. if Line 1 + Line 3 is greater than Line 2; enter the difference. This is the TAX DUE. (5) Make check payable to: REGISTER OF WILLS, AGENT. PLEASE ANSWER THE FOLLOWING QUESTIONS BY PLACING AN "X" IN THE APPROPRIATE BLOCKS 1. Did decedent make a transfer and: Yes No a. retain the use or income of the property transferred .................................................................................... ...... ^ b. retain the right to designate who shall use the property transferred or its income ...................................... ...... ^ c. retain a reversionary interest ...................................................................................................................... ....... ^ d. receive the promise for life of either payments, benefits or care? ............................................................... ....... ^ 2. If death occurred after Dec. 12, 1982, did decedent transfer property within one year of death without receiving adequate considerakion? ....................................................................................................... ....... ^ 3. Did decedent own an "in trust for" or payable-upon-death bank account or security at his or her death? ....... ....... ^ 4. Did decedent own an individual retirement account, annuity or other non-probate property, which contains a beneficiary designation? ............................................. ~ ^ IF THE ANSWER TO ANY OF THE ABOVE QUESTIONS IS YES, YOU MUST COMPLETE SCHEDULE G AND FILE IT AS PART OF THE RETURN. For dates of death on or after July 1,1994, and before Jan. 1, 1995, the tax rate imposed on the net value of transfers to or far 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 far disclosure of assets and filing a tax return are still applicable even if the surviving spouse is the only beneficiary. For dates of death on or after July 1, 2000: The tax rate imposed on the net value of transfers from a deceased child 21 years of age or younger at death to or far the use of a natural parent, an adoptive parent or a stepparent of the child is 0 percent [72 P.S. §9116{a}{1.2)]. The tax rate imposed on the net value of transfers to or for the use of the decedent's lineal beneficiaries is 4.5 percent, except as noted in [72 P.S. §9116{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 j72 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 EX+ (41-10) Pennsylvania SCHEDULE A DEPARTMENT DP REVENUE REAL ESTATE INHERITANCE TAX RETURN RESIDENT DECEDENT ESTATE OF: FILE NUMBER: CARR, H. ISABEL 21-11-1384 All real property owned solely or as a tenant in common must be reported at fair market value. Fair market value is defined as the price at which property would be exchanged between a willing buyer and a willing seller, neither being compelled to buy or sell, both having reasonable knowledge of the relevant facts. Real property that is jointly-owned with right of survivorship must be disclosed on Schedule F. Attach a copy of the settlement sheet if the property has been sold. ITEM Include a copy of the deed showing decedent's interest if owned as tenant in common. VALUE AT DATE NUMBER OF DEATH DESCRIPTION 1 • 'REAL PROPERTY AND IMPROVEMENTS LOCATED AT: 336.700.00 427 SUMMIT STREET LEMOYNE, PA 17043 'TAX PARCEL N0. 12-21-0265-001 (BEQUEATHED TO SURVIVING SPOUSE PURSUANT TO ARTICLE THIRD OF WILL) TOTAL (Also enter on Line 1, Recapitulation.) $ 336,700.00 If more space is needed, use additional sheets of paper of the same size. rev-~sio ~x+ rr~g-os} i pennsylvania SCHEDULE G DEPARTMENT OF REVENUE INTER-VIVOS TRANSFERS AND INHERITANCE TAX RETURN MISC. NON-PROBATE PROPERTY RESIDENT DECEDENT ESTATE OF FILE NUMBER CARR, H. ISABEL 21-11-1384 This schedule must be completed and filed if the answer to any of questions 1 through 4 on page three of the REV-1500 is yes. ITEM NUMBER DESCRIPTION OF PROPERTY INCLUDE THE NAME OF THE TRANSFEREE, THEIR RELATIDNSHIP TO DECEDENT AND THE DATE OF TRANSFER. ATTACH A COPY OF THE DEED FOR REAL ESTATE. DATE OF DEATH VALUE OF ASSET % OF DECD'S INTEREST EXCLUSION (IF APPLICABLE) TAXABLE VALUE 1• 'MORGAN STANLEY SMITH BARNEY -IRA ACCOUNT 8,966.83 100.. 8,966.8? # 54J-60358-14 ;(SURVIVING SPOUSE IS NAMED BENEFICIARY) TOTAL (Also enter on Line 7, Recapitulation) $ ( 8,966.83 If more space is needed, use additional sheets of paper of the same size. RE4~-1513 EX+ (41-10) s ~ pennsylvania SCHEDULE ~ DEPARTMENT OF REVENUE BENEFICIARIES INHERITANCE TAX RETURN RESIDENT DECEDENT ESTATE OF: FILE NUMBER: CARR, H. ISABEL 21-11-1384 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 [Include outright spousal distributions and transfers under Sec. 9116 (a) (1.2).] 1. ':'WILLIAM F. CARR '!HUSBAND 100% '400 MADISON STREET-UNIT#1401-ALEXANDRIA, VA 22314 ENTER DOLLAR AMOUNTS FOR DISTRIBUTIONS SHOWN ABOVE ON LINES 15 THROUGH 18 OF REV-1500 COVER SHEET, AS APPROPRIATE. II NON-TAXABLE DISTRIBUTIONS A. SPOUSAL DISTRIBUTIONS UNDER SECTION 9113 FOR WHICH AN ELECTION TO TAX IS NOT TAKEN: 1. B. CHARITABLE AND GOVERNMENTAL DISTRIBUTIONS: L TOTAL OF PART II -ENTER TOTAL NON-TAXABLE DISTRIBUTIONS ON LINE 13 OF REV-1500 COVER SHEET. $ If more space is needed, use additional sheets of paper of the same size ~7 r O .. ~ - - CJ 'Zn ~ t _ ~'~ -- '~' ~ rn t_> - -_ ~-? ~ -- LAST WILL AND TESTAMENT ~ `- ~' ~~~ ~-_ - _ _ ,,_1 T,,._1 ' _ L..7 ,-r-, .. _.. _.. . - OF ~- r' ~:~~ ; f ~, H. ISABEL CARR I, H. ISABEL CARR, of 427 Summit Street, Lemoyne, Cumberland County, Pennsylvania, 17043 declare this to be my Last Will and Testament, hereby revoking all prior wills and codicils. DEBTS FIRST: I direct that all my just debts, the expenses of my last illness and my funeral expenses be paid from the assets of my estate. I authorize my personal representative to pay out of my estate the cost of the perpetual care and maintenance of the burial plot in which I shall be buried should arrangements for the same not have been made and paid for prior to my death and shall also pay the cost of an appropriate tombstone and memorial plaque. DISTRIBUTION OF PERSONAL PROPERTY SECOND: All my personal effects, clothing, furniture, furnishings, jewelry, automobiles, other tangible personal property of every kind and insurance thereon, I give to my spouse, WILLIAM F. CARR, if he shall survive me and if he shall not so survive me then to my children, ISABEL L. CARR, MARY K. CARR, HELEN ANN CARR, JOHN L. CARR and NORA J. CARR in equal shares, to be divided among them as they may agree or, if they are unable to agree, as my Personal Representative may decide. ~~ ~ BEQUEST OF SUMMIT STREET PROPERTY THIRD: If my spouse, WILLIAM F. CARR, survives me and at my death, the property located at 427 Summit Street, Lemoyne, Cumberland County, Pennsylvania 17043, being Tax Parcel Number 12-21-0265-001 of the Official Tax Map of the Borough of Lemoyne, Cumberland County, Pennsylvania, (hereinafter referred to as "Summit Street Property") is owned by me or by my spouse and me, but in a manner which would not result in the passage of full title to him by operation of law, I devise my entire interest in said Summit Street Property to my spouse, WILLIAM F. CARR. DISTRIBUTION OF RESIDUE FOURTH: I give, devise and bequeath all of the rest, residue, and remainder of any property which I may have the right to dispose of at my death, of all kinds and wheresoever situate (including any property over which I may have a power of appointment or disposal at the time of my death, and I hereby exercise any such power as part of the disposition of my residuary estate) to my said spouse, WILLIAM F. CARR, if my spouse shall survive me, but if my spouse shall fail to survive me or my spouse, or my spouse's Legal Representative, shall make a qualified disclaimer under Section 2518 of the Internal Revenue Code of 1986, as amended from time to time, or under such other comparable statute in effect at the time of my death, of an amount or portion or all of any legacies made by me under this will or of any other property of mine, whether we hold such property jointly with right of survivorship, or otherwise, then I give, devise, and bequeath all of such disclaimed property (and insurance proceeds, if any) to my Trustee pursuant to this Item Fourth - Subparagraph C -Residuary Trust -Surviving Spouse, for the following uses and purposes and subject to the terms and conditions hereinafter set forth. A. MARITAL BEQUEST. In the event my spouse, WILLIAM F. CARR, survives me, the Trustees shall immediately divide the trust estate into a separate Marital Deduction Bequest and a Residuary Trust, which shall be funded, held and distributed as follows: the Marital Deduction Bequest shall be a sum which, when added to the value of any other property with ~,.s~L,. respect to which a marital deduction is allowed in computing the federal estate tax on my estate, equals the value of my gross estate for federal estate tax purposes reduced by the aggregate amount of the deductions allowed under Sections 2053, 2054 and 2055 of the Internal Revenue Code of 1986, as amended, or any corresponding provision of future law, and further reduced by the maximum amount which my taxable estate for federal estate tax purposes could be reduced without incurring any federal estate tax liability taking into account all credits against such tax available to my estate, except to the extent that the use of any such credit would increase state death taxes. It is my intention that the amount distributed to my spouse shall be the minimum amount of my estate which will result in no federal estate tax on my estate, or which will result in the least amount of federal estate tax on my estate if such federal estate tax will be due in any event. The Residuary Trust shall consist of the balance of the residuary estate. At the date of execution of this Will the federal estate tax exemption amount (also referred to as the estate tax unified credit equivalent) is $3.5 Million (and repealed in its entirety for calendar year 2010) which will most likely exceed the value of the assets comprising my gross estate at the date of my death. Thus it is my intent that the Martial Deduction Bequest referred to herein shall equal zero ("0") dollars with my entire residuary estate being available to fund the Residuary Trust established pursuant to Item Fourth - Subparagraph C -Residuary Trust -Surviving Spouse hereof upon my spouse failing to survive me or my spouse or my spouse's Legal Representative making a qualified disclaimer with respect to assets passing to such spouse under my Will. In funding the Marital Deduction Bequest, my Trustee is authorized to use cash or other property or a combination thereof, provided such property qualifies for the marital deduction under federal estate tax law, and shall distribute such property to my spouse at the value of such property as finally determined for federal estate tax purposes. My trustee shall, at the time of such distribution, take into account any appreciation or depreciation in the value of such property then available for distribution, in relation to the value of such property as finally determined for federal estate tax purposes, so that the assets selected by my Trustee to fund the Marital Deduction Bequest are fairly representative of any appreciation or depreciation in the value of all such property then available for distribution in satisfaction of such Bequest. 3 ~ _~ Notwithstanding anything to the contrary contained in this my Will, my Trustee shall not fund the Marital Deduction Bequest, to the extent there is sufficient other property available to my Trustee which qualifies for the marital deduction, with property that is includible in my gross estate for federal estate tax purposes and also subject by reason of my death to any inheritance tax, transfer tax, estate tax or death duty in any foreign country or political subdivision thereof. It is my intention that the Marital Deduction Bequest provided for my spouse herein shall qualify for the federal estate tax marital deduction and I direct that all provisions of this my Will shall be construed and applied in a manner that will not impair the qualification of the Bequest for marital deduction purposes under the applicable provisions of the Internal Revenue Code. I further direct that insofar as any provisions of my Will could be construed to adversely affect the qualification of the Bequest for marital deduction purposes such purposes shall be disregarded and become null and void. B. DISTRIBUTION OF MARITAL DEDUCTION BEQUEST. After dividing the residuary estate as hereinabove provided, the Trustee shall pay over to my spouse the Marital Deduction Bequest unless my spouse shall not have survived me or my spouse's Legal Representative shall have made a qualified disclaimer under Section 2518 of the Internal Revenue of 1986, as amended from time to time, or under such other comparable statute in effect at the time of my death, of an amount or portion or all of any legacies made by me under this Will or of any other property of mine, including the amount set forth in the Marital Deduction Bequest, whether we hold such property jointly with right of survivorship, or otherwise. In such instance any bequest so disclaimed shall pass to the Residuary Trust as set forth below. C. RESIDUARY TRUST -SURVIVING SPOUSE. I give and devise the balance of my residuary estate to my spouse, WILLIAM F. CARR and my son, JOHN L. CARR, (hereinafter collectively referred to as "Trustee") to administer and distribute my residuary estate as specified herein. The Trustee shall hold, manage, invest and reinvest the assets of the Residuary Trust, shall collect and receive the income therefrom and shall pay out of such income all expenses and charges properly payable with respect to the Residuary Trust. 4 ~ `(a ~ 1. NET INCOME. During my spouse's life, my Trustee shall pay over to my spouse, in installments not less frequently than annually, or apply for my spouse's use and benefit, all of the annual net income of the Residuary Trust. 2. FIVE PERCENT LIMITATION. In addition, my Trustee shall distribute to my spouse during my spouse's lifetime an amount from the principal of the Residuary Trust which does not exceed noncumulatively in any calendar year the greater of Five Thousand Dollars ($5,000.00) or five percent (5%) of the fair market value of the principal of such Trust determined as of the end of the calendar year, which my spouse requests in writing, providing that such principal distribution shall be made only if my spouse delivers a written request to the Trustee during the month of December of the calendar year in which such distribution is requested. 3. HEALTH, EDUCATION, MAINTENANCE AND SUPPORT. Furthermore, my Trustee is authorized and empowered during the life of my spouse, at any time to distribute to my spouse or apply for my spouse's use and benefit, so much or all of the principal of the Residuary Trust as my Trustee may deem necessary or advisable for the health, education, maintenance and support of my spouse. In determining whether to make withdrawals under this paragraph of the principal of this Residuary Trust, my Trustee shall consider such other resources as may be available to my spouse, including any public assistance benefits that any federal, state, county or other governmental agency would provide to my spouse in absence of any distribution of principal from this Trust. Further my spouse shall not participate in any decision affecting the invasion of principal from this Residuary Trust for his benefit or the benefit of anyone he is legally obligated to support. All such decisions shall be made by the Co-Trustee serving with my spouse. 4. LIMITED TESTAMENTARY POWER. Upon the death of my spouse, my Trustee shall distribute such portions or all of the principal of the Residuary Trust to, or in trust for the benefit of, the descendants of my spouse who survive my spouse, in such manner as my spouse may appoint and direct by the Last Will and Testament of my spouse admitted to probate specifically referring to this limited power of appointment. 5 \ ~~ 5. LIMITATION. In no event shall any power of appointment conferred upon my spouse be construed as a power in my spouse to appoint property in favor of my spouse, my spouse's estate or the creditors of my spouse's estate. D. FAMILY DISTRIBUTION. Upon the death of my spouse, or upon my death if my spouse has predeceased me or has failed to survive me, the Trustee shall divide and distribute the trust assets into as many separate equal shares as are required to provide one (1) separate equal share for each of my then living children, ISABEL L. CARR, MARY K. CARR, HELEN ANN CARR and JOHN L. CARR and one (1) separate equal share to the Trustee of the Trust created under Item II B of the Will of John L. Lanshe dated Febn-ary 20, 1981 and recorded in the Register of Wills Office of Cumberland County, Pennsylvania at Estate 21-82-293 (hereinafter "Nora J. Carr Trust") for the benefit of my daughter, NORA J. CARR, to be held, invested and distributed as therein provided. Should any child predecease me and die without issue, such child's share (or the share passing to the Nora J. Carr Trust if Nora J. Carr has predeceased me) shall be paid in equal shares to my surviving children, or their issue, per stirpes, and the Nora J. Carr Trust if Nora J. Carr then be living. ORDER OF DEATH FIFTH: If my spouse shall die simultaneously with me or under circumstances as to render it impossible to determine who predeceased the other, I direct that I shall be deemed to have survived my spouse and the provisions of my Will shall be construed upon that assumption notwithstanding the provisions of any law establishing a different presumption of order of death. POWERS OF EXECUTORS AND TRUSTEES SIXTH: My Executors and Trustees and their successors shall have the following powers in addition to those given by law to be exercised by them in their absolute discretion, which powers shall be applicable to all property held by them, effective without the order of any court and until the actual distribution of all such property: 6 `~ A. To retain any investments at discretion including stock of any corporate fiduciary hereunder or of a holding company controlling it; B. To invest and reinvest at discretion without restriction to so-called "legal investments", with the specific right to invest in common and preferred stocks and in such common trust, diversified, money market, and mutual funds as they deem appropriate; C. To sell, to grant options for the sale of, or otherwise convert any real or personal property or interest, at public or private sale, for such prices, at such time, in such manner, and on such terms as they may think proper, and to execute and deliver good and sufficient conveyances, assignments, and transfers without liability of any purchaser to see the application of the purchase money; D. To borrow money and to secure its repayment by mortgage of real or personal property, pledge of investments or otherwise, without liability on the part of the lenders to see to the application thereof; E. To compromise claims by or against my estate or any trust created in my Will; F. To make distributions in cash or in kind, or partly in each; G. In any division of principal into separate trusts or shares, and in any distribution of trusts or shares, to allocate to any trust, share, or beneficiary, property different from the property allocated to another trust, share, or beneficiary as the executor or trustee, using fair market values on the date of division or distribution, deems appropriate; H. To register investments in the name of a nominee or to hold the same unregistered in such form that they will pass by delivery; I. To join in any recapitalization, merger, reorganization, or voting trust plan affecting investments, to deposit securities under the agreement, to subscribe for stock and bond privileges, and generally to exercise all rights of security holders; J. To manage, operate, repair, alter, or improve real estate or other property, and to lease real estate and other property upon such terms and for such period as my Executors and Trustees deem advisable even for more than five years and beyond the duration of any trust; 7 K. To deduct administration expenses upon either the estate tax return or fiduciary income tax return, with or without adjustment as between principal and income, as my Executors shall determine; L. To file any income tax or gift tax returns that may be due on my behalf and to pay so much of such taxes as my executor may deem appropriate. M. To associate with them in the absence of a corporate fiduciary, an investment advisor, accountant, custodian, and other agents and to compensate thetas out of principal or income or both as my executor or trustee shall determine, such compensation to be a reduction of the compensation of my Executors or Trustees; N. To associate with them at any time, in their absolute discretion, and of their choice, a corporate fiduciary which shall have the same powers as my Executors or Trustees, such designation by my Executors or Trustees and acceptance by a corporate fiduciary to be in writing; O. To delegate to a corporate fiduciary the exercise of any powers, with the same effect as if the Executors or Trustees delegating such power had joined in the exercise of such power; and to revoke any such power, provided, however, that the revocation of any such delegation shall be in writing delivered to and accepted by the corporate fiduciary; P. To combine, without prior court approval, any trust herein with any other trust with substantially similar provisions, although such other trust may have been created by separate instruments and by different persons, and, if necessary to protect different future interests, to value the assets at the time of such combination and to record the proportionate interest of each separate trust in the combined fund; Q. To exercise any stock options that they may receive, including my stock from any source as my Executors or Trustees may deem necessary for the exercise of such options; and to pledge assets as my Executors or Trustees deem appropriate for this purpose; R. To do all other acts and things necessary or appropriate in the management, administration, and distribution of my estate or trust. ~ `~/ 8 LOANS AND ADVANCES TO EXECUTORS AND TRUSTEES SEVENTH: My Executors and Trustees are further authorized in their discretion to make such loans, advances or expenditures out of the residue of my estate or the principal of any trust created under my Will as my Executors and Trustees may consider desirable in order to facilitate the settlement of my estate or administration of any trust created hereunder. In exercising such authority, my Executors and Trustees may pay in whole or in part the expenses of my last illness and burial, debts, income taxes, estate or inheritance taxes, legacies, commissions, counsel fees and other administration expenses, owing by me or by reason of my death, which payments may be made directly by my Executors or by my Trustees and neither my Executors or my Trustees nor any beneficiary shall be required to reimburse my Executors or my Trustees for any funds so loaned, advanced or expended. MINORS AND INCAPACITATED BENEFICIARIES EIGHTH: If any income or principal shall be payable to any person who shall be a minor or who shall be incapacitated for any reason, my Trustees shall hold such income and principal during minority or incapacity and shall be entitled to apply such income and principal to the health, maintenance, support and education of such person during minority or incapacity without the appointment of any guardian or committee or any authority of court. My Trustees shall be entitled to make direct application or to make application by payment of income and principal to the parent or other person in charge of such minor or incapacitated person, or to his or her guardian or to a custodian under the Uniform Transfers to Minors Act. Any remaining income and principal to which such person shall be entitled shall be paid and distributed to such person on the termination of minority or incapacity. ~~~~ 9 J PROTECTION OF BENEFICIARIES NINTH: No interest in income or principal shall be assignable by a beneficiary or available to anyone having a claim against a beneficiary before actual payment to the beneficiary. Nevertheless, any beneficiary may assign any part or all of the beneficiary's interest in my estate to any one or more of my descendants or to any one or more of the beneficiary's descendants. PAYMENT OF DEATH TAXES TENTH: All estate, inheritance and other death taxes, together with interest and penalties thereon, payable with respect to property or interests passing under my Will or any codicil thereto shall be paid out of the principal of my residuary estate or otherwise apportioned between and among those receiving any interest in any asset passing under this Will or by operation of law or passing under any other manner due to my death as my Executors shall decide in his, her or their sole discretion in order to fairly apportion the tax burden of the transfer of these assets between and among those who would have an interest in such assets. It is my intent that my Executors shall have the authority exercisable at his, her or their sole discretion to withhold reasonable amounts for the payment of estate, inheritance and death taxes from distributions to any beneficiary. Further my Executors shall have the authority to claim or charge against any beneficiary on behalf of my estate reasonable amounts for the payment of estate, inheritance and death taxes due, or estimated to be due, with respect to any asset being included in my gross estate for estate, inheritance and death tax purposes but passing around my probate estate to any beneficiary by operation of law or otherwise. APPOINTMENT OF GUARDIAN OF ESTATE OF MINORS AND INCAPACITATED PERSONS ELEVENTH: I appoint my Trustees as guardians of the estates of minors and incapacitated beneficiaries with power to hold all property payable by law to a guardian appointed by my Will or otherwise and to use the same for the minor's or incapacitated person's health, maintenance, support and education, either directly or by payment to any person selected by my Trustees to disburse such funds to and upon receipt by such person(s) shall be a complete to ~~~ acquittance. The guardians may, in discharge of all of the guardians' duties, pay any minor's or incapacitated person's share deemed impractical of administration to the parent or other person in charge of the minor or incapacitated person or to his or her guardian or to a custodian for the minor under the Uniform Transfers to Minors Act. My Trustees as guardians shall have the same powers as granted to my Trustees hereunder, and such guardians shall serve without bond. SUCCESSOR TRUSTEES TWELFTH: For purposes of Item Fourth - Subparagraph C pertaining to the Residuary Trust -Surviving Spouse, no successor Trustee shall be appointed for my spouse, WILLIAM F. CARR, should he fail to qualify or cease to act and the other Co-Trustee(s) may act alone. If my son, JOHN L. CARR, shall fail to qualify or cease to act, then I appoint my daughters, ISABEL L. CARR, MARY K. CARR and HELEN ANN CARR as Co-Trustees of any trust(s) created hereunder. APPOINTMENT OF EXECUTORS AND TRUSTEES THIRTEENTH: Except as otherwise inconsistent with Item Fourth -Subparagraph C and Item Twelfth above, I appoint my son, JOHN L. CARR, as Executor of my estate and as Trustee of any trust created under this Will. If JOHN L. CARR would be unable or unwilling to qualify as an Executor or Trustee or having qualified would be unable or unwilling to continue to act, then my daughters, ISABEL L. CARR, MARY K. CARR and HELEN ANN CARR shall serve as Co-Executors of my estate and as Co-Trustees of any trust created under this Will. If either one of my Co-Executors or Co-Trustees would be unable or unwilling to qualify as a Co-Executor or a Co-Trustee or having qualified would be unable or unwilling to continue to act, then the remaining qualified and willing Co-Executors and Co-Trustees shall continue to serve as Co-Executors of my estate and as Co-Trustees of any trust created under this Will. If any two of my Co-Executors or Co-Trustees would be unable or unwilling to qualify as Co-Executors or as Co-Trustees or having qualified would be unable or unwilling to continue to act, then the remaining qualified and willing 11 \~ Co-Executor and Co-Trustee shall continue to serve as a sole Executor of my estate and as a sole Trustee of any trust created under this Will. I hereby relieve my Executor(s), Executrix(s) and Trustees from the necessity of posting security in connection with his/her/their duties as such in any jurisdiction in which he/she/they may be called upon to act insofar as I am ab:~ by law to do so. If ancillary administration of any part of my estate is required I direct my Executor(s) and Executrix(s) to nominate himself/herself/themselves, or such other person or persons as he/she/they may choose as the ancillary representative(s) of my estate, and such ancillary representative(s) shall have, with respect to the property administered by him/her/them all rights, duties, powers and exemptions granted to my Executor(s) and Executrix(s) in this my Will. Whenever the word "Executor" or "Executrix" appears in my Will, it shall be construed to mean the personal representative of my estate then qualified and acting as such whether of the masculine, feminine or neuter gender and whether serving in the singular or plural. INTERCHANGEABILITY OF LANGUAGE FOURTEENTH: Words used in the singular may be read to include the plural or the plural may be read as the singular. Similarly, the masculine form may be read to include the feminine and neuter; the feminine may be read to include the masculine and neuter; and the neuter may be read to include the masculine and feminine. 1? ACKNOWLEDGMENT AND AFFIDAVIT COMMONWEALTH OF PENNSYLVANIA; COUNTY OF CUMBERLAPD: We, H. ISABEL CARR, the testatrix, and the undersigned witnesses to this Wil attached or foregoing instrument, who have signed the instrument, having been ualified 1' the to law, do depose and say: 9 according (a) that I, the testatrix, do hereby acknowledge that I signed the instrument as m that I signed it willingly and as my free and voluntary act for the Y Will, purposes therein expressed; and (b) that we, the witnesses, were present and saw the testatrix sign the instrument last Will, that she signed it willingly and executed it as her free and volun as her therein expressed.; that each of us in the hearing and sight of the testatrix act for the purposes and in the presence of each other signed the Will as witnesses and that to the best of our knowledge the testa ' that time 18 or more years of age, of sound mind and under no constraint or undue influ tnx was at ence. ~ ~~ ~~ H. ISABEL CARR ~ ~ `- ". Witness `~ Witness _" Sworn or affirmed to and acknowledged before me by the testatrix and the aforement' witnesses this =_ day o f ~,~` ,,~ ~` ~, coned 2009. (SEAL) Notary,~`„p„~u,.,bli~,c COMMONWEALTH OF PENNSYLVANIA ~~~ CO"' J'~"" Notarial seal ~-~ Michael J. Scudder, Notary public Der-Y TWp., Dauphin County My Commission F-moires June f 4, 2010 Member, Pennsylvania Association of Notaries 14 on Expires John L. Carr, MBA, LL. M. jcarr~~pacounseLcom T ?67.222.8829 Fx 267,222.8854 800 Noy±h Broad Street Lansdale, PA 19446-2321 Cumberland County Register of Wills 3 i 2 EXcon commoWne Courthouse Square -Room 102 EXton. Pa i 934 ~ Carlisle, PA 17013 Re: Estate of H. Isabel Carr Register of Wills File # 2011-01384 Inheritance Tax Return & Inventory Dear Register: Enclosed please find the following: Y ,.. - A T T O R N E Y S A T L A W June 14, 2012 ~ "'' ~ ~ ~ ` ~ ..~' T C7 ~ : ~ -' Oct: ~r ,' ~~', -" ~ r-n rn ~~ Check # 9450 in the amount of $30.00 in payment of the Filing Fee for the Inheritance Tax Return and Inventory pertaining to the above-captioned estate; and 2. Original and two (2) copies of the PA Inheritance Tax Return; and 3. Two (2) originals of the Inventory. Please file the original of the PA Inheritance Tax Return with the PA Department of Revenue with a copy for the Register of Wills files. One original of the Inventory is for the Register of Wills file. Please date-stamp the second copy of the PA Inheritance Tax Return and the other copy of the Inventory as indicated and return to me in the enclosed postage prepaid envelope provided. If you have any questions concerning this matter, please do not hesitate to contact me. My cell phone (215-630-1591) is the most expeditious way of contacting me. Very truly yours, ~~ John L. Carr www.pacounsel,com ~;.;:~:~ ;~,' aanaaoi ~a3n3aOj S a3n3a0i-ati~.6:.i ~~ 1l O ~z ` "'O > _:. . ~ o' 0 ~= ceps ~Q '~- ~= Z ~ OC ~' c'V F ~ ~~j! j~ .+C .J i 3'.., R pp ~}.i~ ?' ~ 4 sK . }S,' N ~ M ~ N • Q ~ N .=: N J ~ rn ~ O ~- ~ O E CO Q ro ~ ~~ ~ N N (/) ~ .~ N J • ~" W ~ L ~ N M e-i Z N ~ ~ O ~ ~ U p ~ L m a Q ~ ~ F- ~ ~ o ~' i ~ z ~ V n ~ Q ~ ~ ~ U O U