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Home My WebLink About06-15-12-~ REV-1500 EX (06-05) PA Department of Revenue Bureau of Individual Taxes PO BOX 280601 Harcisburg, PA 17128-0601 1505607122 OFFICIAL USE ONLY County Code Year File Number INHERITANCE TAX RETURN ~ ~ -- - - RESIDENT DECEDENT ~ 1! ! 1 1 1 1 X 0 0! 5 ~_5 1 ENTER DECEDENT INFORMATION BELOW Social Securit Number _ Date of Death __ Date of Birth ~5 8 3 8 Oi~6i0~1i6~ '0~4 2 7 2 0 1 1 0 2 25i1~9j56 Decedent's Last Name _Suffix Decedent's First Name MI - -_ _ - _ ; i I r i ! ~ i ! I { ~------ , _ I {C L AIYf i ' I ! I I ~ _j ~J R J A,MIE~S' ' ;. ',F! I ~ ~. (If Applicable) Enter Surviving Spouse's Information Below Spouse's Last Name Suffix Spouse's First Name MI j ; ! jC LjAY; ~ ~ ~ l ~ ~ ', ~ jN~AN~CY; ', A Spo_ use's Social Security Number THIS RETURN MUST BE FILED IN DUPLICATE WITH THE 2~ 0 2~ 4 6~ ~' S 3 2 7; REGISTER OF WILLS __ ~_. ~ ~ - 1-- i l ~ FILL IN APPROPRIATE OVALS BELOW • 1. Original Retum c~ 2. Supplemental Return c~ 3. Remainder Return (date of death prior to 12-13-82) 0 4. Limited Estate o 4a. Future Interest Compromise (date c~ 5. Federal Estate Tax Return Required of death after 12-12-82) • 6. Decedent Died Testate c~ 7. Decedent Maintained a Living Trust p 8. Total Number of Safe Deposit Boxes (Attach Copy of Will) (Attach Copy of Trust) c~ 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 Sch. O) CORRESPONDENT -THIS SECTION MUST BE COMPLETED. ALL CORRESPONDENCE AND CONFIDENTIAL TAX INFORMATION SHOULD BE DIRECTED T0: Name Daytime Telephone Number ' I I- ..I ,_ ,__ __ _ - I ~ - ---- - - - - I- ~ ~W I!LL;IjAIMi ;R 'KiAiU'FIM~A!N! ~ ~_~.-~_- ~_~ L__~ _ __: _ - ~_ _7'_1.7 7'.6 _6:.~ 7.02; -- me If A~I'ICable -"" ~ Firm Na ~_-- _ _ _ _ ___ ---- -- ~ ! i ~ ~ ~ 1 I ~ i i f REGIS WILLS ~ONLY~=t I First line of address. ~ " - r -- + + i '9 4 0__I,C E NiT!U!RiY !_DiRIIIV EI i i~ I c~; .: . Second line of address_ __ _ ~_ _.-_- ____ ____ _I- -- ----'- __ _ . ~ ~_ f - I ~ , - - - - I S U_j 11-T E j B ! ~ ~ I ! i_ ~._. i_ - I -t~+~ FILED ., r ~ - -- I City or Post Office State ZIP Code G' .- -- _ _ I - ~~ ~ , - ~ t i - I-__- ~ -- ~ p-~p~ yl7 0,5;5i4';3~7;6 ,M ELC,H~A_N I C;S!_B,UjR',G Correspondent's a-mail address: wrkaufman.wrklaw(c~comcast.net 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, corcect and complete. Declaration of preparer other than the personal representative is based on all inforcnation of which preparer has any knowledge. SI N TURE OF PERSON SPyn~Bt~ FOR FILING RETURN DATE ,- ...r~.~ l X i ,EXECUTRIX .~` •/? - % ~7 935 GRANbbN WAY, MECHANICSBURG, PA 17050 SIGNATURE OF PREPARER OTHER THAN REPRESENTATIVE DF ,ESQ. ADDRESS 940 CENTURY DRIVE, SUITE B, MECHANICSBURG, PA 055-4376 PLEASE USE ORIGINAL FORM ONLY Side 1 L_ 1505607122 1505607122 ~~ -n C~ t__-':t c~ ~~i J 1505607222 REV-1500 EX Decedent's Social Security Number Decedent's Name: JAMES CLAY JR ~5j83~81 u1 ~601i6 RECAPITULATION -- , - - __- 1. Real estate (Schedule A) 1 i I i I . i I ~ ~ 1 i 0 ~ 0 0 ', „ , 2. Stocks and Bonds (Schedule B) I 2.~ F i ~ ~ ~ ` ~ ~0 ~ 0 ' 0 ~ 3. Closely Held Corporation, Partnership or Sole-Proprietorship (Schedule C) I 3 I i i I ~ T` ' i 0 I 0 ` 0 ' >> 4. Mortgages & Notes Receivable (Schedule D) 4 ! i ~ I ~ 0 ' 0 0 i 5. Cash, Bank Deposits & Miscellaneous Personal Property (Schedule E) 5.i ~ i i i 0 ;•, 0 , 0 ', 6. Jointly Owned Property (Schedule F) o Separate Billing Requested 6.~ I i 1 1 0 0 '; 0 7, Inter-Vivos Transfers & Miscellaneous Non-Probate Property 7 ' 2 1 6 0 1; 6 ,• 8 6 (Schedule G) o Separate Billing Requested , , 8. Total Gross Assets (total Lines 1-7) 8 I ~ _i ; 6 1 6 ~ 011; 6 ~ ' 8 ', 2 _~ ~_ ~ ~. _ ~ _ . _~ ~ h l H 9 ~ - . - i•~ ~ 9. edu e ) Funeral Expenses & Administrative Costs (Sc , j , i 10. Debts of Decedent, Mortgage Liabilities, & Liens (Schedule I) I 10.. ,, I i ' f I 1 ~ ~ ~ ~ ~ ~ 0 •, 0 0 , 11. Total Deductions total Lines 9 & 10 ( ) 11 i ; ~ ~ 4 ~ 8 ~ ~ ~ 5 ~ S i 0 i 12. Net Value of Estate (Line 8 minus Line 11) 12.j 6 1.1:1 ' 4 ~ 1.3.2 13. Charitable and Governmental Bequests/Sec 9113 Trusts for which ~ ' i 0 0 0 an election to tax has not been made (Schedule J) 13 j 14. Net Value Subject to Tax (Line 12 minus Line 13) i 14 I ', ' ' _ ~ 1 6 ~ ~+ ' 1 1 , 4_ 1 i 3 2 ', TAX COMPUTATION --SEE INSTRUCTIONS FOR APPLICABLE RATES 15. Amount of Line 14 taxable at the spousal tax rate, or transfers under Sec. 9116 ~ j ~ j6111~1141~.13~2i 2> x o (a)(1 151 ! ' I 10'10 0' 16 . . _._ -.,. -.,-i I ~ taxable i 14 ! ~ ~ o _ - { i I ~ _.~ --I . i + X 0 ~ ~ i i i j ~ 1. '---- ate at lineal r ~ ~, _ . 16 ~ i j ; ; ; I.0 i 0 0 -- 17. Amount of Line 14 taxable I ~' ~ i ~ , i i I . j j 17. , 1 ~ ~ ~ ~ ; ~ ~ . 0 0 0 ;~ at sibling rate X .12 ~ I i ~ ~ , ; 18. Amount of Line 14 taxable ~ ~ j I ~ ~ ~ ' ~ , ~ ..( ~ , I 18~ ~ ~ , ~ ! ~ ~: 0 '0~0! at collateral rate X .15 _ ! i _ _ ,~_~ ,__ ` ~_ ~ '_ -; ' ' - i , 19. TAX DUE 19 ~_ I i I j ° ~ I 20. FILL IN THE OVAL IF YOU ARE REQUESTING A REFUND OF AN OVERPAYMENT C~ Side 2 1505607222 1505607222 REV-1500 EX Page 3 Decedent's Complete Address: File Number 211100551 DECEDENTS NAME DECEDENTS SOCIAL SECURIT>' NUMBER JAMES CLAY JR 583-80-6016 STREET ADDRESS 935 GRANDON WAY CITY STATE ZIP MECHANICSBURG PA 17050 Tax Payments and Credits: 1. Tax Due (Page 2 Line 19) (1) $0.00 2. Credits/Payments A. Spousal Poverty Credit B. Prior Payments C. Discount Total Credits (A + B + C) (2) $ 0.00 3. Interest/Penalty if applicable D. Interest E. Penalty Total Interest/Penalty (D + E) (3) $ 0.00 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. (4) $ 0.00 5. If Line 1 + Line 3 is greater than Line 2, enter the difference. This is the TAX DUE. (5) $ 0.00 A. Enter the interest on the tax due. (5A) B. Enter the total of Line 5 + 5A. This is the BALANCE DUE. (56) $ 0.00 Make Check Payable to: REG-STER OF W-LLS, 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; ^ 0 b. retain the right to designate who shall use the property transferred or its income; ^ ~ c. retain a reversionary interest; or ^ ~ d. receive the promise for life of either payments, benefits or care? ^ D 2. If death occurred after December 12, 1982, did decedent transfer property within one year of death without receiving adequate consideration? ^ 0 3. Did decedent own an "in trust for" or payable upon death bank account or security at his or her death? ^ D 4. Did decedent own an Individual Retirement Account, annuity, or other non-probate property which contains a beneficiary designation? 0 ^ 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 January 1, 1995, the tax rate imposed on the net value of transfers to or for the use of the surviving spouse is three (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 zero (0) percent (72 P.S. §9116 (a) (1.1) (ii)]. The statute does not exemot a transfer to a surviving spouse from tax, and the statutory requirements for disclosure of assets and filing a tax return are still applicable even if the surviving spouse is the only beneficiary. For dates of death on or after July 1, 2000: The tax rate imposed on the net value of transfers from a deceased child twenty-one years of age or younger at death to or for the use of a natural parent, an adoptive parent, or a stepparent of the child is zero (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 four and one-half (4.5) percent, except as noted in 72 P.S. §9116(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 twelve (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-1 X10 EX + (6-98) COMMONWEALTH OF PENNSYLVANIA INHERITANCE TAX RETURN RESIDENT DECEDENT SCHEDULE G INTER-VIVOS TRANSFERS & MISC. NON-PROBATE PROPERTY JAMES CLAY JR FILE NUMBER 211100551 This schedule must be completed and filed if the answer to any of questions 1 through 4 on the reverse side of the REV-1500 COVER SHEET is yes. ITEM NUMBER INCLUDE THE NAME OF THETRANSDEREE,TRHEIRIOUOONSHRIPOTODE DENT AND THE DATE OF TRANSFER. ATTACH A COPY OF THE DEED FOR REAL ESTATE. DATE OF DEATH VALUE OF ASSET %OFDECD'S INTEREST EXCLUSION (IF APPLICABLE) TAXABLE VALUE 1. ROTH IRA - A/C 647-277860, MIGHTY OAK STRONG AMERICA $25,919.43 100% $25,919.43 INVESTMENT COMPANY -SEE ATTACHED PORTFOLIO POSITION ANALYSIS -BENEFICIARY NANCY A. CLAY, SURVIVING SPOUSE 2. ROLLOVER IRA - A/C 647-277878, MIGHTY OAK STRONG AMERICA 590,097.39 100% 590,097.39 INVESTMENT COMPANY -SEE ATTACHED PORTFOLIO POSITION ANALYSIS -BENEFICIARY NANCY A. CLAY, SURVIVING SPOUSE (If more space is TOTAL (Also enter on line 7, Reca same size) 16.82 REV-1511 EX+(10-06) COMMONWEALTH OF PENNSYLVANIA INHERITANCE TAX RETURN RESIDENT DECEDENT SCHEDULE H FUNERAL EXPENSES & ADMINISTRATIVE COSTS ESTATE OF JAMES CLAY JR FILE NUMBER 211100551 Debts of decedent must be reported on Schedule 1. ITEM NUMBER DESCRIPTION AMOUNT A. FUNERAL EXPENSES: 1. B. ADMINISTRATIVE COSTS: 1. Personal Representative's Commissions Name of Personal Representative (s) Street Address City State Zip Year(s) Commission Paid: 2. Attorney Fees $845.00 3. Family Exemption: (If decedent's address is not the same as claimant's, attach explanation) 3,500.00 Claimant NANCY A CLAY Street Address 935 GRANDON WAY City MECHANICSBURG State PA Zip 17050 Relationship of Claimant to Decedent SPOUSE 4. Probate Fees CUMBERLAND COUNTY REGISTER OF WILLS 530.50 5. Accountant's Fees 6. Tax Return Preparer's Fees 7. TOTAL (Also enter on line 9, Recapitulation) ~ $4,875.50 more space is needed, insert additional sheets of the same size) REV-1513 EX + (9-00) ~: K ;; SCHEDULE J COMMONWEALTH OF PENNSYLVANIA BENEFICIARIES INHERITANCE TAX RETURN RESIDENT DECEDENT ESTATE OF JAMES CLAY JR FILE NUMBER 211100551 RELATIONSHIP TO DECEDENT ,~MCR NUMBER NAME AND ADDRESS OF PERSON(S) RECEIVING PROPERTY Do Not List Trustee(s) aFarA~ TAXABLE DISTRIBUTIONS [include outright spousal distributions, and I transfers under Sec. 9116 (a) (1.2)] 1. NANCY A CLAY SPOUSE 100% 935 GRANDON WAY MECHANICSBURG, PA 17050 ENTER DOLLAR AMOUNTS FOR DISTRIBUTIONS SHOWN ABOVE ON LINES 15 THROUGH 18, AS APPROPRIATE, ON REV-1500 COVER SHEET II. NON-TAXABLE DISTRIBUTIONS: A. SPOUSAL DISTRIBUTIONS UNDER SECTION 9113 FOR WHICH AN ELECTION TO TAX IS NOT BEING MADE 1. B. CHARITABLE AND GOVERNMENTAL DISTRIBUTIONS 1. TOTAL OFPART II -ENTER TOTAL NON-TAXABLE DISTRIBUTIONS ON LINE 13 OF REV-1500 COVER SHEET I $ 0.00 (If more space is needed, insert additional sheets of the same size) MIGHTY OAK STRONG AMERICA INVESTMENT CO. 940 CENTURY DRIVE MECHANICSBURG, PA 17055 (717) 790-9001 Portfolio Position Analysis As of 04/27/2011 JAMES F. JR CLAY IRA ROTH Acct #: 647-277860 935 Grandon Way Mechanicsburg, PA 17050-9171 Actual Annual Current Net Net Wei¢ht Description Svmbol Quantity Value (I12R) CIRRI US LG VALUE FUNDS Mutual Funds DOMESTIC EQUITY 24.0% Fairholme Fund FAIRX 180 6,222.60 -4.21 US SM VALUE FUNDS Mutual Funds DOMESTIC EQUITY 76.0% Heartland Value Plus HRVIX 610.376 19,696.83 8.43 _ __ _ 100:09/0 25,919.43 5:10 MIGHTY OAK STRONG AMERICA INVESTMENT CO. 940 CENTURY DRIVE MECHANICSBURG, PA 17055 (717) 790-9001 Portfolio Position Analysis As of 04/27/2011 JAMES F JR. CLAY IRA ROLLOVER Acct #: 647-277878 935 Grandon Way Mechanicsburg, PA 17050-9171 Actual Annual Current Net Net Weieht Descriation Svmbol Ouantiri Value CIRRI (IRR) Mutua l Funds 0.0% Vanguard GNMA VFIIX 24.758 267.39 1.37 11.0% Vanguard Inflation Procted Sec Adm Cl VAIPX 2,469.62 65,049.79 3.86 5.8% Vanguazd Shortterm Invmt Grade Investor VFSTX 3,201.71 34,482.42 0.76 16.9% 99,799.60 2.97 US LG NEUTRAL FUNDS Mutual Funds DOMESTIC EQUITY 1.8% Permanent Portfolio Family Of Fds US LG VALUE FUNDS Mutual Funds DOMESTIC EQUITY 3.3% Fairholme Fund 14.7% Vanguard Global Equity Investor CI 2.2% Yacktman Focused Fd 20.2% US MID GROWTH FUNDS Mutual Funds DOMESTIC EQUITY 2.3% Fidelity Select Medical Equip&System 16.6% Primecap Odyssey Aggressive Grwth Fd 18.9% US MID VALUE FUNDS Mutual Funds DOMESTIC EQUITY 16.4% Vanguard Selected Value Investor HYBRID SECURITIES 5.6% Greenspring Fund 22.0% US SM GROWTH FUNDS Mutual Funds DOMESTIC EQUITY 1.4% Royce Select Fund I -Investment PRPFX 216.883 10,648.96 4.40 FAIRX 569.429 19,685.16 1.41 VHGEX 4,454.39 86,816.06 5.92 YAFFX 676.329 12,958.46 2.84 119,459.68 8.90 FSMEX 426.396 13,295.03 6.09 POAGX 5,251.999 98,054.82 11.79 111,349.85 l l .69 VASVX 4,685.253 96,656.77 GRSPX 1,330.056 33,038.59 129,695.36 RYSFX 368.47 8,250.04 5.14 3.47 8.04 4, l0 Page 2 Portfolio Position Analysis As of 04/27/2011 JAMES F JR. CLAY IRA ROLLOVER Acct #: 647-277878 Actual Annual Current Net Net Weieht Description Svmbol Quantity Value CIRRI (IRR) US SM VALUE FUNDS Mutual Funds DOMESTIC EQUITY 1.8% Fbr Small Cap Financial FBRSX 521.921 10,568.90 6.00 INT'L LG GROWTH FUNDS Mutual Funds INTERNATIONAL EQUITY 1.5% Fidelity Canada FICDX 139.334 8,746.00 0.53 EMERGING MKTS VALUE FDS Mutual Funds INTERNATIONAL EQUITY 0.7% Matthews Asian Growth & MACSX 227.015 4,213.40 5.34 LONG TERM (>l0yrs) Mutual Funds FIXED INCOME -TAXABLE 13.8% Vanguard Inflation Protected Secs VIPSX 6,076.923 81,491.54 5.l 1 CASH -MONEY MKT -SWEEP Cash and Money Funds CASH -MONEY MARKET 1.0% Fidelity Cash Reserves FDRXX 5,874.06 )fOU.fl'~o _ _ 590;097:39 8.63 '• MEMORY TRANSMISSION REPORT FILE N0. DATE TO DOCUMENT PAGES START TIME END TIME PAGES SENT STATUS 542 05.10 14:50 : $ 7720412 2 05.10 14:50 05.10 14:51 2 OK *** SUCCESSFUL TX NOTICE William R. Kau}'man --•Qeeo.-..Ke ,.t ~.C~.., *** 940 C.~+znacy I7aivc, Mrclza:iicxb~+r}q, 1:A ] 7Q55 7 17-7GE.-7702 Fps x: 7 7 7 ~-790-9031 F_.»s:L• wrksv fuzsn.wrlal:aw<c~comcsxt.nC( May 1 U, 20 7 2 VIA IrAC:41Mii F to !71'7) 772-0412 (2 nx¢(es) PA Daparttnctit of RCVCnue 13urctaaa oP Individual "1'axos lrtltcrittana;x Tax Division 7'.O. 13(ix 28O(iO1 T-lan-isburg, 1'A 17128-OGOI Re: lstatc of James F. Clay, Jr., decntiaa=d Date of Iacath: April 27, 2U 1 1 County CGodc: 21 (Cumberland County Fila No.: 2111.-OSS1 To Whom it Maiy Cotlccnl: i tam writing in regards to the accompanying Notice of C)verdue 1rillCPltan CG' TEiX Rctarrtz for thG at~ove-captioticd estate:, and to conlir.n. my May n, 2012 co:tvct•sation with Ja~sc, Agent 3G8, of Uie Inttcritta~ce Tax Division, during which he granted us an extension of-time, until Ja)nee ]. S, 2012, to f'ilc the esttatc's inltcritanee tax return. Thxnla you in advtancG 1'or your cooperatia~n in this mtattnr_ 13cst t•egards. _r-~ it am K. K W R K/pab Accontpanirucnt TIME :05-10-'12 14;51 FAX N0.1 :7177909031 NAME :DeMuth\KaufmanMOSAIC Williamqm R. Kau//IIfman /VtEorney aE oCaw 940 Century Drive Mechanicsburg, PA 17055 717-766-7702 Fax: 717-790-9031 Email: wrkaufman.wrklaw@comcast.net May 10, 2012 VIA FACSIMILE to (717) 772-0412 (2 pales) PA Department of Revenue Bureau of Individual Taxes Inheritance Tax Division P.O. Box 280601 Harrisburg, PA 17128-0601 Re: Estate of James F. Clay, Jr., deceased Date of Death: April 27, 2011 County Code: 21 (Cumberland) County File No.: 2111-0551 To Whom It May Concern: I am writing in regards to the accompanying Notice of Overdue Inheritance Tax Return for the above-captioned estate, and to confirm my May 9, 2012 conversation with Jose, Agent 368, of the Inheritance Tax Division, during which he granted us an extension of time, until June 15, 2012, to file the estate's inheritance tax return. Thank you in advance for your cooperation in this matter. WRK/pab Accompaniment Reset raaarrlc Pennsylvania ~ DEPARTMENT OF REVENUE BURE:~U OF COLLECTIONS & TkXPAYER SERVICES PO BOX 281041 HARRISBURG PA 17128-1041 NOTICE OF OVERD UE INHERITANCE TAX RETURN Date: Estate of: JAMES WILLIAM R KAUFMAN SSN: 940 CENTURY DR Date of Death: SUITE B MECHANICSBURG PA 17055-4376 File Number: REV-834 FO AFP (06-11) 05/04/2012 F CLAY JR 583-80-6016 04-27-2011 2111-0551 Department records indicate you are responsible for the settlement of the estate identified above or that you represent the responsible party. The estate is in delinquent status as the inheritance tax return became delinquent within nine months of the decedent's death, but has yet to be filed. Please file the tax return and remit payment of any tax due within 15 days of the date of this notice with the Register of Wills identified below. If this estate was opened for the purpose of filing a lawsuit, please provide the court term and docket number of the proceeding in writing to this office. We encourage you to take this opportunity to address your tax delinquency. If you fail to do so, your account may be referred to a collection agency and additional fees up to 39 percent of the amount due will be added to the liability. If the requested return was filed recently, please disregard this notice. Direct any questions regarding this notice to: Harrisburg Call Center 717-783-3000 1-800-447-3020 (Services for taxpayers with special hearing and/or speaking needs) RETURNS SHOULD BE FILED AND PAYMENTS MADE AT THE REGISTER OF WILLS LISTED BELOW: REGISTER OF WILLS 1 COURTHOUSE SQUARE CARLISLE PA 17013 LAST WILL AND TESTAMENT OF JAMES F. CLAY, JR. I, JAMES F. CLAY, JR., of Hampden Township, Cumberland County, Pennsylvania, being of sound mind and body declare this to be my Last Will and Testament and revoke any and all Wills and Codicils previously made by me. ITEM I: All inheritance, estate and similar taxes becoming due by reason of my death ("Death Taxes"), whether such Death Taxes shall be payable by my estate or by any recipient of any property, shall be paid by my Executor out of my residuary estate as an expense and cost of administration of my estate. Notwithstanding the foregoing instruction, my Executor shall be permitted to obtain reimbursement for any Death Taxes paid by my Executor, and/or request any permitted direct or separate billing to estate beneficiaries, in lieu of payment of such Death Taxes, if such Death Taxes are in respect to proceeds of insurance or other property not passing under this Will, and either the recipient of such property does not also receive property under this Will by reason of my death, or if the assets of my estate passing under this Will are insufficient to pay such Death Taxes in addition to the other administrative expenses of my estate. ITEM II: I give and bequeath all of my personal effects, clothing, furniture, furnishings, jewelry, automobiles, other tangible personal property of every kind, and insurance thereon to my wife, NANCY A. CLAY, ("My Wife") if she survives me by thirty (30) days, or if she does not survive me by thirty (30) days, I give such articles to Page 1 of 12 those entitled to receive a share of my residuary estate, pursuant to the residuary gift provisions hereafter, to be divided between, or among, them as they shall agree. ITEM III: If My Wife survives me by thirty (30) days, I give to my Trustee to hold intrust (the "Exemption Trust"), in addition to all assets received directly by Trustee that are excludable from my gross taxable estate for federal estate tax purposes, assets of a total value equal to the maximum amount, if any, which can pass free of federal estate tax, and would result in the lowest possible federal estate tax being payable by reason of the deaths of both My Wife and me, by utilizing the exemption equivalent (formerly the "unified credit amount") and any other credits for federal estate tax purposes available at my death, except the following: (i) The state death tax deduction under I.R.C. Section 2058 to the extent that the use thereof would require an increase in the amount of state death taxes paid; and (ii) The credit for tax on prior transfers to the extent that credit arises from transfers to me from individuals who die after me. Such latter amount shall be reduced by the value for federal estate tax purposes of any gifts which do not qualify for the marital or charitable deduction made by me under this will or otherwise, and further reduced by an amount equal to the sum of all chazges to principal, except death taxes that are not deducted in computing my federal estate tax. I recognize that depending upon the amount of bequests under my Will, my non- testamentary dispositions, the existence of a federal estate tax or its structure in effect at my death, the amount of state death taxes and administration expenses, and other factors, this trust might be non-existent, or might consume all assets hereunder so that no assets may remain to pass outright to My Wife pursuant to the residuary gift hereafter. Page 2 of l2 It is not my intent for a marital deduction to be claimed with respect to any portion of this trust. However, in the event that property passing to this trust at my death by operation of law exceeds the exemption amount and all available credits for federal estate tax purposes, I permit my Executor to make the appropriate elections to qualify such excess portion of this trust for the federal estate tax marital deduction. My Executor shall select and distribute to the Exemption Trust the cash, securities and other property that shall constitute the Exemption Trust, employing for the purpose of valuation the adjusted basis of the asset for federal estate tax purposes, provided that the assets distributed shall be selected in such manner that they shall have an aggregate fair market value fairly representative of the appreciation or depreciation in the value to the date or dates of distribution of all assets then available for distribution. The assets of the Exemption Trust shall be held and distributed on the following terms: (a) Distribution of Income. Trustee shall pay to or apply for the benefit of My Wife, at least annually, the net income of the trust estate. (b) Discretionary Princ~al Invasions. Trustee shall pay to or apply for the benefit of My Wife so much of the principal, from time to time, as Trustee deems advisable in its absolute discretion, which shall not be subject to judicial review, for her health, maintenance, support and education. I recommend, subject to the discretion of the Trustee, that the amount of My Wife's individual assets be considered before payments of principal are made. Page 3 of 12 (c) Upon the death of My Wife, the balance of the trust shall be distributed pursuant to the residuary gift provisions hereafter, except that eligible beneficiaries will be determined in relation to My Wife's death rather than my death. ITEM IV: I give my residuary estate to My Wife, if she survives me by thirty (30) days. If My Wife does not survive me by thirty (30) days, I give my residuary estate as follows: (a) Fifty percent (50%), in equal shares, to those of my niece, JENNIFER BRITTAIN VOKOUN, and my nephew, GREGORY C. BRITTAIN, who survive me by thirty (30) days; and (b) Fifty percent (50%), in equal shares, to those of my nephews, EVAN C. APPLEBY and JOEL M. APPLEBY, who survive me by thirty (30) days; provided, however, that if any such nephew has not then attained the age of 21 years, I give each such nephew's share to MATTHEW K. APPLEBY and PAMELA S. APPLEBY, or the survivor of them, as custodian(s) under the Pennsylvania Uniform Gifts to Minors Act. ITEM V: If My Wife and I die in a common disaster or from illness or disease under circumstances where it is not possible to determine with certainty which of us survived the other, it shall be conclusively presumed that I predeceased My Wife. No person, other than My Wife, to whom any gift or interest shall have been given by the terms of this Will shall be deemed to have survived me who shall have died at the same time as I, or in a common disaster with me, or under such circumstances that it is difficult or impossible to determine which of us survived the other. ITEM VI: No interest in income or principal of my estate or any trust created hereunder shall be subject to attachment, levy or seizure by any creditor, spouse, assignee Page 4 of 12 or trustee or receiver in bankruptcy of any beneficiary of my estate or of any trust created hereunder prior to the beneficiary's actual receipt thereof. My Executor and my Trustee shall pay over the net income and the principal to the beneficiaries herein designated, as their interests may appear, without regard to any attempted anticipation (except as may be specifically provided herein), pledging or assignment by any beneficiary of my estate or of any trust created hereunder and without regard to any claim thereto or attempted levy, attachment, seizure or other process against said beneficiary. ITEM VII: In the settlement of my estate, and during the continuance of any trust created hereunder, my Executor and my Trustee shall possess, among others, the following powers to be exercised for the best interests of the beneficiaries: (a) To retain any investments I may have at my death so long as my Executor or Trustee may deem it advisable to my estate or trust so to do. (b) To vary investments, when deemed desirable by my Executor or Trustee, and to invest in such bonds, stocks, notes, real estate mortgages or other securities or in such other real or personal property as my Executor or Trustee shall deem wise, utilizing investments permissible by law for investment of trust funds. (c) To make any division or distribution required under the terms of this will in kind or in money, or partly in kind and partly in money, and to that end to allot to any part or share such stock, securities, or other property, real or personal, as to them seems proper; provided, however, that the Trustees shall not be required to make physical division of the funds except when necessary for distribution of principal, but may, in their discretion, keep the trusts in one or more consolidated funds; nor shall the Trustees be required to make any provision on account of the diminution or increase in value of any Page 5 of 12 securities or investments at any time constituting a part of my estate or of the trusts, or for depreciation in respect of any tangible property, or for the purpose of amortizing or making good any amounts paid in premiums on the purchase of securities or of any other property. (d) To sell either at public or private sale and upon such terms and conditions as my Executor or Trustee may deem advantageous to my estate or trust, any or all real or personal estate or interest therein owned by my estate or trust severally or in conjunction with other persons or acquired after my death by my Executor or Trustee, and to consummate said sale or sales by sufficient deeds or other instruments to the purchaser or purchasers, conveying a fee simple title, free and clear of all trust and without obligation or liability of the purchaser or purchasers to see to the application of the purchase money or to make inquiry into the validity of said sale or sales; also, to make, execute, acknowledge and deliver any and all deeds, assignments, options or other writings which may be necessary or desirable in carrying out any of the powers conferred upon my Executor or Trustee in this paragraph or elsewhere in this Will. (e) To mortgage real estate and to make leases of real estate for any term. (f) To borrow money from any party, including my Executor or Trustee, to pay indebtedness of mine or of my estate or trust, expenses of administration, Death Taxes or other taxes. (g) To pay all costs, Death Taxes or other taxes, expenses and charges in connection with the administration of my estate or trust, and my Executor shall pay the expenses of my last illness and funeral expenses. Page 6 of 12 (h) To vote any shares of stock which form a part of my estate or trust and to otherwise exercise all the powers incident to the ownership of such stock and to actively manage and operate any unincorporated business, including any joint ventures and partnerships, with all the rights and powers of any owner thereof. (i) In the discretion of my Executor or Trustee to unite with other owners of similar property in carrying out any plans for the reorganization of any corporation or company whose securities form a part of my estate or trust. (j) To assign to and hold in my estate or trust an undivided portion of any asset. (k) To hold investments in the name of a nominee. (1) To compromise controversies. ITEM VIII: In the settlement of my estate, my Executor shall not be personally liable for any loss to my estate or to any beneficiary of my estate resulting from an election made in good faith to claim a deduction as an income tax deduction or as an estate tax deduction. ITEM IX: I hereby appoint My Wife, NANCY A. CLAY, as Executor. If My Wife is unable or unwilling to qualify as Executor or, having qualified, is unable or unwilling to continue to act, I appoint My Wife's father, K. EUGENE APPLEBY, as Executor. If My Wife's father is unable or unwilling to qualify as Executor or, having qualified, is unable or unwilling to continue to act, I appoint My Wife's brother, MATTHEW APPLEBY, as Executor. Any successor Executor shall have all of the powers and discretions conferred in the governing instrument on the original Executor. Page 7 of 12 ITEM X: I hereby appoint My Wife and my attorney, WILLIAM R. gAUFMAN, as Co-Trustees of any trust created under this Will. If my Wife is unable or unwilling to qualify as a Co-Trustee or, having qualified, is unable or unwilling to continue to act, WILLIAM R. KAUFMAN shall serve as sole Trustee. (a) Any trustee or successor trustee may resign at any time by written notice to each beneficiary, or their legal or natural guardians, then entitled to receive or have the benefit of the income from the trust. (b) No successor Trustee shall be obligated or required to inquire into the acts, omissions, or accounts of any prior Trustee or to bring any action against any prior Trustee to compel redress of any breach of trust or for any other reason. In no event shall a successor Trustee be liable for any act or omission of any prior Trustee. A successor Trustee may accept the account rendered and the property received from a prior Trustee as a full and complete discharge of the prior Trustee without incurring any liability for doing so. A successor Trustee shall have all of the powers and discretions conferred in the governing instrument upon the original Trustee. (c) The Trustee may, by written notice to all current beneficiaries and to all living persons who would be vested remainder beneficiaries of the trust if the trust were to terminate at the time of the notification, or their legal or natural guardians, terminate the trust whenever the Trustee, in its absolute discretion, determines that the size of any share held in any trust hereafter does not warrant continuing the same in trust, or its administration would be impractical, in which event the property then constituting the trust shall be distributed to the beneficiaries then entitled to the income of such trust. No court Page 8 of 12 proceedings or approval is required to effect such a termination. However, My Wife shall not take part in any decision to effect such termination. (d) Any trustee shall be entitled to receive reasonable compensation for services rendered in the administration of this trust. For a corporate trustee, such reasonable compensation shall be in accordance with its fee schedule in effect from time to time. Trustee compensation may be paid from the income or the principal of the trust estate, or both. (e) Any individual or corporate trustee may be removed at any time, with or without cause, by a majority vote of the beneficiaries then entitled to receive income and principal distributions under this agreement or, in the event that any of such beneficiaries are incapacitated or are minors, by a majority of such beneficiaries and the respective guardians or personal representatives of such beneficiaries. Written notice of such vote of removal shall be delivered to the Trustee. Such removal shall become effective upon the appointment of and acceptance by the successor Trustee, which shall be a corporate trustee authorized by state or federal law to act as a fiduciary in the Commonwealth of . Pennsylvania or beneficiary's state of residence. The successor Trustee shall be appointed by a majority of the beneficiaries then entitled to receive income or principal distributions under this agreement or, in the event that any of such beneficiaries are incapacitated or are minors, a majority of such beneficiaries and the respective guardians or personal representatives of such beneficiaries. If such beneficiaries and their respective guardians or personal representatives fail or are unable to make such appointment, the Trustee may petition the court having jurisdiction over this trust to make the appointment. Delivery to the successor Trustee and proper accounting for all property received and disbursed by the Page 9 of 12 Trustee shall discharge the Trustee from all responsibility and liability with respect to and in connection with this trust. ITEM XI: Any executor or trustee shall qualify and serve without the duty or obligation of filing any bond or other security. IN WITNESS WHEREOF, I have set my hand and seal to this, my Last Will and Testament, consisting of this and the preceding nine (9) pages, this day of January, 2011. •;,~ ~~~. ... ~;?4.,'. (SEAL) ~~~ S F. CLAY JR. ~:..; , We, the undersigned, hereby certify that the foregoing Will was signed, sealed, published and declared by the above-named Testator as and for his Last Will and Testament, in the presence of us, who, at his request and in his presence and in the presence of each other, have hereunto set our hands and seals the day and year above written, and we certify that at the time of the execution thereof, the said Testator was of sound and disposing mind and memory. SEAL) Residing a ~ ~ ,9~ r ~~„~~~`~' ~~ (SEAL) Residing at: -- ~ ,~ ~v ~ /CIO' GGr9~i1G ~,~, ~.,~ ~ ~~- > 7a ~ 3 Page 10 of 12 COMMONWEALTH OF PENNSYLVANIA COUNTY OF CUMBERLAND SS: Sworn to, acknowledged and subscribed before me by James F. Clay, Jr., the Testator, and sworn to and subscribed befo a xne by CA~RoLyA( W iTIHEi~ and DON N ~ W ! $E ,the Witnesses, this ~~ day of January A.D., 2011. Attorney, Member, Barr4'FPennsylvania Page 11 of 12 COMMONWEALTH OF PENNSYLVANIA { COUNTY OF CUMBERLAND { S S { I, William R. Kaufman, certify that the foregoing acknowledgement and affidavit was made before me. Att y On this, the .day of January, 2011 before me, the undersi ed appeared William R. Kaufman, known to me or satisfactoril ~ officer, personally bar of the highest court of the State of Pennsylvania and certified th the was personally the present when the foregoing acknowledgement and affidavit were signed by the Testator and witnesses. WITNESS my hand and notarial seal the day and year aforesaid. Notary Public COMMONWEALTH OF PENNSYLVANIA NOTARIAL SEAL PATRICIA A. BENDER, Notary Public East Pennsboro Twp., Cumberland County ,._,_...___ ._~ __,.•.,.._,...,es..September 19, 2011 Page 12 of 12 0 o ~ U ~ r`'',, ~'~cn ,~ ono .,U ~~ ~ ~ o ~ o ~xa ~ ~, ~~ o,~ °~ ~ U ~ ~U.~U ~. a~ 0 o ~ U ~ r``',, ~' ~ c~ a ~ ~ .,U ~~ ~ ~ o o ~ x a i ~" ~ ~ ~ ... •.., ~ ~ o .~ ~UUU ~.