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HomeMy WebLinkAbout06-14-12 (4)1,505621,1,80 ~~~~~ ~O~ EX (02-11)(Fq Pennsylvania OFFICIAL USE ONLY PA Department of Revenue oeanRrMeNTOFaeveNUe County Code Year File Number Bureau of Individual Taxes INHERITANCE TAX RETURN PO BOX 280601 ~~ ~ )/_ ~ G, Harrisburg, PA 17128-0601 RESIDENT DECEDENT ~~ ~ % c/C1 / ENTER DECEDENT INFORMATION BELOW Social Security Number Date of Death MMDDYYYY Date of Birth MMDDYYYY 478-32-281,5 01,21201,], 08051922 Decedent's Last Name Suffix Decedent's First Name MI GUY HAROLD P (If Applicable) Enter Surviving Spouse's Information Below Spouse's Last Name Suffix Spouse's First Name MI GUY S. KATHERINE Spouse's Social Security Number THIS RETURN MUST BE FILED IN DUPLICATE WITH THE 411,-40-6271 REGISTER OF WILLS FILL IN APPROPRIATE BOXES BELOW ~x 1. Original Return ~ 2. Supplemental Return ~ 3 Remainder Return (Date of Death Prior to 12-13-82) 0 4. Limited Estate 0 4a Future Interest Compromise (date of ~ 5. Federal Estate Tax Return Required death after 12-12-82) Q 6. Decedent Died Testate ~ 7. Decedent Maintained a Living Trust 0 8. Total Number of Safe Deposit Boxes (Attach Copy of Will) (Attach Copy of Trust) 0 9. Litigation Proceeds Received ® 10. Spousal Poverty Credit (Date of Death 0 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 STEPHEN D. TILEY 717-243-538 REGISTE ~ .ILLS First Line of Address 5 SOUTH HANOVER STREE Second Line of Address City or Post Office CARLISLE PA 1,70],3 Correspondent's a-mail address ~1 ~ .. t~ C7~~, C7 C: = O --, DATE FILE USErbNLY ~ <,) _ L - j.r., ~- + r'r-; - c."'3 ~ . - ~r .. ~`;` ~~ G7 G>7 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, correc4 and com lete. Declaration of re arer other than the personal re resentative is based on all information of which re arer has an knowled e. SIG~ypT F P RSON RESPONSIB E FOR FILING RETURN ~ /T1~ ~ ` / ~/ ADDRESS ~~ S. KATHERINE GUYS 1036 PETERSBURG ROAD BOILING SPRINGS PA 1,7007 SIGNAT ~EPARER O ER THAN ~ RESENTATIVE DATE ADD STEPHEN D. TILEY_ 5 SOUTH HANOVER STREET_ CARLISLE, PA 7,701,3 PLEASE USE ORIGINAL FORM ONLY Side 1 150561,1,],80 State ZIP Code 1,50561,1,1,80 J ~1 1,50561,1,280 REV-1500 EX (FI) Decedent's Social Security Number oecedent'sName: HAROLD P GUY 478-32-28115 RECAPITULATION 1. Real Estate (Schedule A) .................. . ...... .... 1. NON E 2. Stocks and Bonds (Schedule 6) . , .. , .... 2. NON E 3. Closely Held Corporation, Partnership or Sole-Proprietorship (Schedule C) . . 3. NON E 4. Mortgages and Notes Receivable (Schedule D) .... 4. NON E 5. Cash, Bank Deposits and Miscellaneous Personal Property (Schedule E) ... , 5. NON E 6. Jointly Owned Property (Schedule F) OSeparate Billing Requested .. , .. , . 6. N 0 N E 7. Inter-Vivos Transfers & Miscellaneous Non-Probate Property (Schedule G) OSeparate Billing Requested .. . . 7 Ir 2 6 9 7 5 7. 0 0 8. Total Gross Assets (total Lines 1 through 7) ........................ .. 8. 1, 2 6 9 7 5 7 . 0 0 9. Funeral Expenses and Administrative Costs (Schedule H) .......... .... . 9. 9 5 2 5 . 0 0 10. Debts of Decedent, Mortgage Liabilities and Liens (Schedule I) ...... .... . 10. NON E 11. Total Deductions (total Lines 9 and 10) .. .. ..... ........... . 11. 9 3 2 5 . 0 0 12. Net Value of Estate (Line 8 minus Line 11) ..... .................... 12. 1, 2 6 0 4 ~ 2 . 0 0 13. Charitable and Governmental Bequests/Sec 9113 Trusts for which an election to tax has not been made (Schedule J) ...... . .............. . 13. 0 . 0 0 14. Net Value Subject to Tax (Line 12 minus Line 13) .................... .. 14. Zr 2 6 0 4 3 2 . 0 0 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.o 0 41,594.30 15. 0.00 16. Amount of Line 14 taxable at linealratex.o 45 1,218837.70 16. 54847.70 17. Amount of Line 14 taxable at sibling rate X # # #t' 17. 0 . 0 0 18. Amount of Line 14 taxable at collateral rate X # # #t 18. 0 . 0 0 19. TAX DUE ......... ................. _.... 19. 20. FILL IN THE BOX IF YOU ARE REQUESTING A REFUND OF AN OVERPAYMENT Side 2 54847.70 0 L 1,50561,],280 1,50561,1280 REV-1500 EX (FI) Page 3 Decedent's Complete Address: File Number 478-32-2815 DECEDENT'S NAME HAROLD P GUY STREET ADDRESS 1036 PETERSBURG ROAD CITY BOILING SPRINGS STATE PA ZIP 17007 Tax Payments and Credits: 1. Tax Due (Page 2, Line 19) 2. Credits/Payments A. Prior Payments B. Discount 3. Interest (1) 54847.70 Total Credits (A + B) (2) 0.00 (3) ~ 1133.37 4. If Line 2 is greater than Line 1 + Line 3, enter the difference. This is the OVERPAYMENT. Fill in box 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) 55981.07 Make check payable to: REGISTER OF WILLS, AGENT PLEASE ANSWER THE FOLLOWING QUESTIONS BY PLACING AN "X" IN THE APPROPRIATE BLOCKS 1. Did deceden4 make a transfer and: Yes No a. retain the use or income of the property transferred .............................................................................. ..... ^X ^ b. retain the right to designate who shall use the property transferred or its income .................................... ..... ^X ^ c. retain a reversionary interest .........................................................................._................................... ..... ^ d. receive the promise for life of either payments, benefits or care? ............................................................. ..... ^ ^X 2. If death occurred after Dec. 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? ..... ..... ^ 0 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 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 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 for 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 [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-1510 EX+ (08-09) pennsylvania DEPARTMENT OF REVENUE INHERITANCE TAX RETURN RESIDENT DECEDENT SCHEDULE G INTER-VIVOS TRANSFERS & MISC. NON-PROBATE PROPERTY ESTATE OF FILE NUMBER y Harold P. Guy :~~` ~~ ~ ~~ ~/ 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 RELATIONSHIP TO DECEDENT AND THE DATE OF TRANSFER.ATTACHACOPYOFTHEDEEDFORREALESTATE. DATE OF DEATH VALUE OF ASSET % OF DECD'S INTEREST EXCLUSION OFnaaucae~e) TAXABLE VALUE 1. The Harold P. Guy and S. Katherine Guy Revocable Trust by 0 Agreeemtn Dated February 2, 2004 -See Exhibit °'B" 0 0 a. Portion Disclaimed to The Harold P. Guy Credit Shelter Trust 0 See Article 3 of Trust attached as Exhibit "B" 0 See Disclaimer attached as Exhbit "E'° 0 Disclaimer is of 1/2 of assets in Wells Fargo Advisors Acct. 0 Date of Death value of assets disclaimed -See Exhibit "C" 1,228,445 100.00% 1,228,445 0 b. Remaining 1/2 assets in Wells Fargo Advisors Acct. 1,228,445 0.00% 0 0 c. M&T Bank Checking Acct. No. 9843927147 e See Exhibit "D" 9,387 50.00% 4,694 Accrued interest to Date of Death 0 50.00% 0 0 d. M&T Bank Savings (Money Market) #15004218032312 0 See Exhibit "D" 27,233 50.00% 13,617 Accrued interest to Date of Death 2 50.00% 1 0 e. Household Furnishings 5,000 50.00% 2,500 0 f. Motor Home sold after death 40,000 50.00% 20,000 0 g. 1967 Mercury Automobile 1,000 50.00% 500 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 a 0 0 0 TOTAL (Also enter on Line 7, Recapitulation) $ 1,269,757 If more space is needed, use additional sheets of paper of the same size. REV-1511 EX + (10-09) Pennsylvania DEPARTMENT OFREVENUE INHERITANCE TAX RETURN RESIDENT DECEDENT SCHEDULE ~ FUNERAL EXPENSES AND ADMINISTRATIVE COSTS ESTATE OF FILE NUMBER Harold P. Guy ,~~ ` ~.?~ '" ~~~ C' ~7 Decedent's debts must be reported on Schedule I. ITEM A. FUNERAL EXPENSES: 1. B. 1 ADMINISTRATIVE COSTS: Personal Representative Commissions: Name(s) of Personal Representative(s) Street Address 2. Attorney Fees: Frey & Tiley 3. Family Exemption: (If decedent's address is not the same as claimant's, attach explanation.) Claimant Street Address City State Relationship of Claimant to Decedent 4. Probate Fees. 5. Accountant Fees: Frey & Tiley 6. lax Return Preparer Fees: Frey & Tiley 7. Filing Fee -Inheritance Tax Return City Year(s) Commission Paid: State ZIP 8, 500 ZIP 810 Included Above Included Above 15 TOTAL (Also enter on Line 9, Recapitulation) ~ $ If more space is needed, use additional shee±s of paper of the same size. REV-1513 EX+ (01-10) pennsylvan9a SCHEDULE .! DEPARTMENT OFREVENUE BENEFICIARIES INHERITANCE TAX RETURN RESIDENT DECEDENT ESTATE OF: FILE NUMBER: ,/ Harold P. Guv t~~ ~~,~~ ~ Cl (; ~~~/ RELATIONSHIP TO DECEDENT AMOUNT OR SHARE NUMBER NAME AND ADDRESS OF PERSON(S) RECEIVING PROPERTY Do Not List Trustee(s) OF ESTATE TAXABLE DISTRIBUTIONS [Include outright spousal distributions and transfers under Sec. 9116 (a) (1.2).] The Harold P. Guy Credit Shelter Trust 1 S. Katherine Guy, Trustee, Michael W. Guy, Trustee, and Pauline J. Rader, Trustee 1036 Petersburg Road, Boiling Springs, PA 17007 The Income Beneficiary of the Trust is S. Katherine Guy Spouse of dededent. The remainder Beneficiaries of the Trust are the children and 1,228,444.63 grandchildren of the decedent children & grandchildren (Of Gross Taxable Estate) (96..7% of Net Taxable Est.) S. Katherine Guy, 1036 Petersburg Road, Boiling Springs, PA 17007 2~ Beneficiary of Revocable Trust Spouse 41,411.22 (Of Gross Taxable Estate) (3.3% fo Net Taxable Estate ENTER DOLLAR AMOUNTS FOR DISTRIBUTIONS SHOWN ABOVE ON LINES 15 THROUG H 18 OF REV-1500 COVER SH EET, 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: 1. TOTAL OF PART II -ENTER TOTAL NON-TAXABLE DISTRIBUTIONS ON LINE 13 OF REV-1500 COVER SHEET. ~ 0 00 If more spare is needed, use additional sheets of paper of the same size. ~r'~~ 4 ~1L°i~ y :r'a:~r.~ G C°.~' [ th~`+~~Ja'~J~4 ~ '~ E a'e"'~"el~'.~4 ®p. G~Y I, I-~aeold P. Guy, of South Middleton Township, (1036 Pettersburg Road, Boiling Springs, PA 17007), Cumberland County, Pennsylvania, being of sound and disposing mind, memory and understanding, do hereby make, publish and declare this as and for my Last Will and Testament, hereby revo{cing and making void any and all Wills and Codicils heretofore made. E9RST I direct the payment of my just debts and funeral e>cpenses as soon after my death as may be convenient. I direct that all federal and Pennsylvania estate taxes, Pennsylvania inheritance taxes, and generation-s{cipping transfer tax payable as a result of my death, not limited to taxes attributable to property passing under this Will, shall be paid by my Executor from my residuary estate, including any part of my residuary estate that otherwise qualifies for a deduction for federal estate tax purposes, however, no federal or Pennsylvania estate tar,, Pennsylvania inheritance tax, or generation-s{<ipping transfer tax shall be payable from or chargeable to any property that passes to my surviving spouse, whether under this Will or otherwise, and that qualifies for the federal estate tax marital deduction. I direct my Executor not to seek reimbursement for any tax so paid from any beneficiary under this Will, heir of mine, or other transferee of property included in my gross estate. 5EC®N® I declare that 1 am now married to S. Katherine Guy and that we had four (4) children, to wit: Karen K. Wood, Pauline J. Rader, Michael W. Guy, and Stephen O. Guy. Karen K. Wood passed away on April 7, 2009. She had two children who survive her, to wit: a daughter Katie Y. Haugland and a son Marlc S. Haugland. I have no deceased children nor any other children living by my wife or otherwise. ~'C°99R~ All the rest, residue and remainder of my estate, real, personal and mi;;ed, and wheresoever the same may be situate, I give, devise and bequeath, per stirpes and not ~ per capita, as follows: (a) Twenty-five percent (25%) to be further divided equally between the two children of Karen K. Wood, to wit: my granddaughter, Katie Y. Haugland and my `` grandson, Mark S. Haugland, provided that each grandchild shall survive me by ninety (90) days, but should any of them fail to so survive me then the share such deceased grandchild would have received shall pass to such of his or her issue as shall survive me by a period of ninety (90) days, per stirpes, and if there be no such issue the same shall lapse and be added to the remaining grandchild's share or shares, and only if I am not survived by ninety (90) days by either grandchild, nor any issue of either grandchild, shall this twenty-five percent (25%) share lapse and be added to the remaining shares set forth in subparagraphs (b), (c), and (d) of this paragraph Third. (b) i wenty-five percent (25%) to my daughter, Pauline J. Rader, provided, she shall survive me by ninety (90) days, but should she fail to so survive me then her share shall instead pass to such of her issue as shall survive me by a period of ninety (9C) days, per stirpes, and if there be no such issue the same shall lapse and be added ~ ~a Last 4Pi11 and Testament of Harold P, Gur Page / af3 to the remaining share or shams set forth in subparagraphs (a), (c), and (d) of this paragraph Third. (c) Twenty-five percent (25%) to my son Michael VV. Guy, provided, he shall survive me by ninety (90) days, but should he fail to so survive me then his share shall instead pass to such of his issue as shall suR~ive me by a period of ninety (90) days, per stirpes, and if there be no such issue the same shall lapse and be added to the remaining share or shares set forth in subparagraphs (a), (b), and (d) of this paragraph Third. (d) Twenty-five percent (25%) to my son Stephen O. Guy, provided, he shall survive me by ninety (90) days, but should he fail to so survive me then his share shall instead pass to such of his issue as shall survive me by a period of ninety (90) days, per stirpes, and if there be no such issue the same shall lapse and be added to the remaining share or shares set forth in subparagraphs (a), (b), and (c) of this paragraph Third. I have made no provision for my spouse as she is adequately provided for by her separate estate, and by joint assets and other assets that pass outside of my estate. E©URTE~ I hereby nominate, constitute and appoint my said wife, S. Katherine Guy, as Executrix of this my Last Will and Testament. In the event of the renunciation, death, resignation or inability to act for any reason whatsoever of my said wife, I nominate, constitute and appoint my daughter Pauline J. Rader, my son Michael W. Guy, and my son Stephen O. Guy, as Co-Executors of this my Last Will and Testament, or the successor or survivor of them alone as Executor(s) or Executrix of this my Last Will and Testament. I further direct that no bond or other security shall be required of any Executor or Executrix appointed in this Will for the performance of his, her or its duties in any jurisdiction in which he, she or it may be called upon to act. The terms E;cecutor or Executrix may be used interchangeably in this Will and shall refer to any Executor or Executrix appointed in this Will, or any other Administrator appointed by a court of `~-competent jurisdiction. „~, r-I~T~ In addition to, and not in limitation of, the powers conferred by law or by other provisions of this Will, my Executrix shall have the following powers, each of which may be exercised from time to time by my Executrix, in her sole discretion: (a) To retain in the form received, and to sell either at public or private sale, or to distribute in kind, any real or personal property. (b) To manage both real and personal property. (c) To invest and reinvest in all forms of property, notwithstanding the fact that any or all of the investments made are of a character or size which but for this expressed authority would not be considered proper for an Executrix. (d) To e;cercise any option or rigt•~ts arising from the ownership of investments. (e) To compromise claims without ccurt approval and without the consent of any beneficiary. (f) To join with my wife, or her personal representative in the filing of any federal income tax return for any year for which I have not filed such return prior to my death and to consent to the treatment of any gifts made by her as being made one-half by me for gift tax purposes, notwithstanding the fact that suci~ action m.ay result in additional liabilities to nay estate. ,1ny Last h9i1[ ctrtd Test¢nierat ofHarald P. Giry Page 2 of 3 '. ~ ' ~~~~". ~3 ~f~~ income or gift ta;ces due on such returns and any deficiencies, interest, penalties or refunds thereon, shall be allocated behnteen my estate and my wife or her estate, or all tc any of them, in such mariner as my E;cecutri and my said wife or her personal representative may agree. iGa? tfZrE ¢ NESS t~?rl-i£E~:E:;F, I have hereunto set my hand and seal to this my Last Will and Testament, written on three (3) pages (including notary page), this ~ZD ~'~ day of May, 2009. ~~ ~'. ~ (SEAL) Harold P. Guy Signed, sealed, published, and declared by Harold P. Guy the Testator above named, as and for his Last Will and Testament, in our presence, who, in his presence, at his request, and in the presence of each other, have hereunto subscribed our names as attesting witnesses~,~ --7 COMMONWEALTH OF PENNSYLVANIA ) COUNTY OF CUMBERLAND SS: We, Harold P. Guy, the Testator in, and Stephen D. Tiley and Robert G. Frey ,the witnesses, to the Last Will and Testament, the attached or foregoing instrument, who have signed the instrument, having been duly qualified according to law do depose and say: that I, the Testator, do hereby acknowledge that I signed and executed the instrument as my Last Will and Testament, that I signed it willingly and as my free and voluntary act for the purposes therein expressed; and that we, the witnesses, were present and saw the Testator sign and execute the instrument as his Last Will and Testament, that he signed it willingly and executed it as his free and voluntary act for the purposes therein expressed; that each of us in the hearing and sight of the Testator signed the Last Will and Testament as a witness and that to the best of our knowledge the Testator was at that time eighteen (18) or more years of age, of sound mind and under no constraint or undue influence. Harold P. Guy ----__ ~ ~ ", ,~ r'\ Cf ~~ ;~ .. Subscribed, sworn to and acknowledged before me by the Testator and the witnesses above-named, this ~-= ~~'~" day of May, 2009. _ u _ _._ =-_ ~ ~~ ~~ ~ ,~ jar e...~~ ~~'~ ~~ !~.3ctary Public ~ ~^tr~+s~tcA w.[~~~ aaa-~ :PID, e5ra® Last bl'il! mtd Testament of Harold P. Gtry Page 3 of 3 THE I~AROIJI) P. GUY ANI~ S. F~ATHERIl`~TE Gam' RE~~aCA.B.LE TRUST AGREEIt~IET~TT 1?ATEI?• ~ l~ rl ~t~ v ~ i ~ ~` BETWEEN: HAROLD P. GUY and S. KATHERII`vE GUY AS SETTLORS Al\TD: HAROLD P. GUY and S. KATHERINE GUY AS TRUSTEES Harotd P. Guy and S. Katherine Guy, residents of 1036 Petersburg Road, South Middletown Township, County of Cumberland, in the Commonwealth of Pennsylvania, do hereby establish a Trust (the "Trust") upon the conditions and for the purposes hereafter set forth. ARTICLE ONE Section 1.01 Trust Estate Defined Tlus Trust is formed to hold title to real and personal property for the benefit of the Settlors of the Trust and to provide for the orderly use and transfer of these assets upon the death of the Settlors. The "Trust Estate" is defined as all property transferred or conveyed to, and received by the Trustee and held pursuant to the terms of this instrument. The Trustee is required to hold, administer, and distribute this property as provided in this Trust Agreement. The Settlors shall list the property held i.n the Trust on. Schedule A, which is bound together with and made a part of this Trust Agreement by reference thereto, and which may be amended from time to time by the Settlors as properly is added to or removed from the Trust. The Settlors acknowledge that they have transferred to the Trustee, without consideration, the sum of Fifty Dollars ($50.00), which was the original corpus of the Trust Estate. Additional property may be added to the Trust Estate at any time by the Settlors or either of them, or by any person or persons, by inter vivos or testamentary transfer. All such original and additional property constituting the Trust Estate shall be held, managed and distributed as herein provided. Section 1.02 Employee Benefit Plans In the event that any designation of the Trustee of this Trust as beneficiary in any employee benefit plan in which the Settlors may have an interest shall be ineffectual in whole or in part, the Tryst ~igreement Page 1 .n~ ., ,. ~"' Settlors specifically request drat the committee, or other group having authority to do so under such plan, select the Trustee of the Trust as beneficiary of such plans to the maximum extent possible. The Trustee may elect the mode of payment which, in die Trustee's discretion, appears to be the most advantageous option available to the Trust and/or its then-current income beneficiaries in terms of income, estate, and inheritance tax, and/or investment return considerations, based on the Trustee's evaluation of the facts and circumstances relevant to such considerations as they exist at the time the Trustee makes such election. Further, the Trustee may, predicated upon the foregoing considerations, elect in writing not to treat the death benefits as a lump sum distribution for income tax purposes and thus exclude the same from estate taxes. An election by the Trustee in good faith in the exercise of the discretionary power conferred upon it shall be final and binding upon all persons whomsoever and shall be a full acquittance and discharge to the Trustee, and the Trustee shall not be liable to any person by reason of its exercise of such discretionary power. 1.03 Life Insurance The Trustee may be named as beneficiary of death benefit proceeds of life insurance policies. Such death benefit proceeds will be subject to all the teens hereof. The Trustee shall not be obligated to pay any premiums, assessments, or other charges on any policies not owned by the Trust, nor to keep anyone informed with respect thereto. The Trustee shall not be responsible for any acts or omissions of the owners in connection with any policy. The owner of each policy in which the Trustee is named beneficiary but is not the owner has reserved all rights, option, and privileges, including all incidents of ownership, conferred by the terms of the policies. Such rights shall include, but not be limited to, the right to change the beneficiaries of such policies. 1.04 Retention of Property Character During the joint lives of the Settlors, any property transferred to this Trust shall retain its original character and, in the event of revocation, the Trustee shall distribute such property to the respective Settlors based on the same property rights they had prior to transfer to the Trust. Section 1.0~ Other Definitions As used in this Trust Agreement 1. The term "Husband" shall mean Harold P. Guy. 2. The term ``Wife" shall mean S. Katherine Guy. 3. The term "Settlor" shall refer individually and collectively to Husband and Wife. 4. The term "descendant" shall mean the la«~ful issue of a deceased parent in the line of descent, but does not include the issue of any parent who is a descendant of the deceased person in question and who is living at the time in question. Trost Agreement Page 2 . ~. The terms "child" and "descendant" include any issue bons to a decedent, a child legally adopted by the decedent, and a posthumous child of a decedent. A posthumous child is to be considered as living at the time of his or her parent's death. 6, The term "survives" or "surL~iving", unless otherwise indicated herein, shall be construed to mean. surviving the decedent for at least sixty (60) days. If the person referred to dies within sixty (60) days of the death of the decedent, the reference to him or her will be construed as if he or she had failed to survive the decedent; provided, however, that any such person will have, during such period, the right to the use and enjoyment as a life tenant of all property in which his or her interest will fail by reason of death during such period. 7. The term "issue" will include all natural and adopted children if applicable, and descendants and those legally adopted into the line of descent. The term "per stirpes" means strict per stirpes and does not mean per capita with representation. Beneficiaries entitled to take under a "per stirpes" clause will include both natural and adopted children and their descendants. 9. The term "Trust" includes the initial Trust established hereunder as well as any separate trust established under the terms of this Trust Agreement. 10. The terms "Trust Assets" and "Trust Estate" include all assets of any trust created hereunder and income derived from such assets and all proceeds of any description derived from the sale, exchange, or other disposition of such assets. 11. When required to give reasonable effect to the context in which used, pronouns in the masculine, feminine, or neuter gender include each other, and nouns and pronouns in the plural or singular number include each other. Section 1.06 Trustee Designation Husband and Wife are hereby designated as Co-Trustees. The Co-Trustees shall serve jointly and severally and either shall have full authority to act for the Trust independently. Should either Husband or Wife become unable because of death, incapacity, or other cause to serve as a Co- Trustee, or should either Husband or Wife resign as Co-Trustee before the natural termination of this Trust, the remaining Co-Trustee (Husband or Wife) shall thereafter serve as sole Trustee, except where another Co-Trustee or special trustee is provided for hereinafter with respect to a separate trust created upon the death of one of the Settlors. The term "Trustee" as used in this Trust Agreement shall refer collectively to Husband and Wife so long as they serve as Co- Trustees, to the spouse who serves as the sole Trustee, and/or to any Successor Trustee or Successor Trustees collectively who assume the role of Trustee. These Trustees shall serve in the 'rrast Agreement Page 3 „~,< s~~. t. order as prop-~ided in Section 4.01 of this Trust Agreement. Section 1.07 Apportiomnent The Trustee of the Trust is directed to apportion receipts and expenditures of the types described below between principal and income as follows: Whenever the principal, or any part thereof, of the Trust Estate is invested in securities purchased at a premium or at a discount, any premium will be charged against principal and any discount will be credited to principal; ?. Any stock dividends and rights to purchase additional stock issued on securities held in trust will be treated as principal. All other dividends, except liquidating distributions, will be treated as income; and 3. The amount of any applicable depletion allowance for federal income tax purposes will be treated as income. Section 1.08 Administration of Trust Durine the Settlors' Lifetimes The Trustee shall hold, manage, invest, and reinvest the Trust Estate and shall collect the income thereof, and shall, upon demand of the Settlors, pay to the Settlors during their joint lives all net income of the joint property in the Trust Estate and shall pay to each Settlor all separate net income from his or her respective share of the Trust Estate. In the event that the Settlors do not demand payment of the net income of joint property, or, if either of the Settlors fails to demand distribution of separate property net income, then the Trustee may in its discretion accumulate such income, and such income will become the property of the Trust Estate. The Trustee shall further pay principal, up to the whole thereof, to the Settlors upon written request. Upon the written request of the Settlor who transferred separate estate property to the Trust, the Trustee shall pay so much of the principal of the separate estate established by such Settlor, up to the whole thereof, as he or she shall request. Section 1.09 Discretionary Termination The Trustee may terminate the Trust when, in the opinion of the Trustee, the principal is reduced to such an extent that it is not in the best interest of the Beneficiary or Beneficiaries to continue the Trust. The judgment of the Trustee with respect to this decision to terminate will be final and not subject to judicial review. If the Trustee terminates a Trust according to this Section, the date the Trust terminates will be deemed the date fixed for termination of the Trust, and the Trustee will distribute the assets of the terminating Trust to the Beneficiary or Beneficiaries pursuant to this Agreement. Trust Agreement Page 4 °~`~ ,.M~ ``` y~`.. \.i y M~ Section 1.10 Amendment and I~evocat?on The Settlors hereby retain the following po~~~ers, exercisable at any time during their Lifetimes: 1. To withdraw any of the property included in a separate share of the Trust Estate by giving the Trustee ~Titten notice specifying the property so withdra«m, in which event, the Trustee shall promptly transfer and deliver such property to us or the respective Settlor's designee. 2. To amend the provisions of this Trust Agreement in any respect without the necessity of securing the consent of the Trustee to such changes, in which event, a copy of the amendment shall be promptly furnished to the Trustee; provided, however, that following the death of one of the Settlors, the survivor shall. have no power to amend the terms of the Trust Agreement with respect to the Trust Share of the first Settlor to die. 3. To revoke this Trust by giving the Trustee written notice of such revocation, in which event the Trustee shall promptly transfer and deliver the property constituting the Trust Estate to the Settlors or their designee together with an accounting therefore; provided, however, that following the death of one Settlor, the survivor shall have no power to revoke the terms of the Trust Agreement with respect to the Trust Share of the first Settlor to die. 4. Any and all gifts of Trust Assets shall constitute a revocation by the Settlors as to Trust administration over such property, whether such gift is made by a Settlor or by the Trustee at written direction of each of the Settlors. 5. If a Settlor is incapacitated such power to revoke, alter, or amend the Trust may be exercised by the agent of such Settlor without approval of any court, or by the Guardian or Conservator at the direction of a court of competent jurisdiction. Section L 11 Irrevocability Except as otherwise provided, on the death of either Settlor, the designation of Beneficiaries of specific gifts in this Trust Agreement shall become irrevocable and not subject to amendment or modification. Section. 1.12 Settlor Powers The surviving Settlor shall be the Trustee unless and until he or she resigns in «~riting or is determined incapacitated under the terns provided herein. The surviving Settlor shall retain all absolute rights to discharge or replace any Successor Trustee of any portion or share of the Trust which is revocable by the surviving Settlor so long as the Settlor is competent. Trust Agreement Page 5 .~~ ;:`, ~I~TI~'I,E T~T~~~ Section 2.01 Protection of Settlor in Event of Incapacity Buring the joint lives of the Settlors, should either Settlor become incapacitated as defined in Section 2.02 below, the Trustee may, in the Trustee's absolute discretion, pay income and principal for the benefit of the incapacitated Settlor. In addition, the Trustee, in 1us or her absolute discretion, may pay to or apply, for the benefit of that Settlor, such sums from the net income and from the principal of the Settlor's separate Trust Share as the Trustee believes is necessary or advisable for the medical care, comfortable maintenance, and welfare of the Settlor. Section 2.02 Inca aci 1. A person is determined to be incapacitated if any Trustee or Beneficiary hereunder comes into possession of any of the following: a. A jurisdictionally applicable court order holding the party to be legally incapacitated to act on his on her behalf and appointing a guardian or conservator to act for him or her; or b. Written certificates which are duly executed, witnessed, and acknowledged of two licensed physicians, each certifying that the physician has examined the person and has concluded that, by reason of accident, mental deterioration, or other cause, such person has become incapacitated and can no longer act rationally and prudently in his or her own financial best interest; or c. Evidence which such Trustee or Beneficiary deems to be credible and currently applicable that a person has disappeared, is unaccountably absent, or is being detained under duress, and that he or she is unable to effectively and prudently look after his or her own best interests. 2. In the event that a person is determined to be incapacitated as provided above, then in that event and under those circumstances: a. Such person is deemed to have become incapacitated, as that term is used in this Trust agreement; and b. Such incapacity is deemed to continue until such court order, certificates, and/or circumstances are inapplicable or have been revoked. 3. A physician's certificate to the effect that the person is no longer incapacitated shall revoke a certificate declaring the person incapacitated. The certificate which Trust Agreement Page 6 st ~, :, revolves the earlier certificate may be exe~c~,xted by either the original certif;~ing physician or by t<~~o other licensed, board certified physicians. No Trustee shall be under any duty to institute any inquiry into a person's possible incapacit~~. The reasonable expense of any such inquirer shall be paid from the Trust Assets. Section 2.03 Principal Invasion During the joint lives of the Settlors, should the net income of assets contained in this Trust be insufficient to provide for the care, maintenance, or support of the Settlors as herein defined, the Trustee may, in the Trustee's sole and absolute discretion, pay to or apply for the benefit of the Settlors or either of them, or any of their dependents, such amounts from the principal of the Trust Estate as the Trustee deems necessary or advisable for the care, maintenance, or support of the Settlors. Section 2.04 Residence If the Settlors' residence property is part of the Trust, the Settlors shall have possession of and full management of the residence and shall have the right to occupy it free of rent. Any expenses arising from the maintenance of the property and from all taxes, liens, assessments, and insurance premiums, are to be paid from the Trust to the extent that assets are available for payment. It is the intent of the Settlors to retain all homestead rights available to them under the applicable state law. ARTICLE THREE Section 3.01 Allocation of Assets Upon Death of One Spouse Upon the death of either of the Settlors, the assets of this Trust shall remain in the Trust with the surviving Settlor as primary trustee and primary $eneficiary except that the surviving Settlor shall have the right to disclaim all or any part of the deceased Settlor's interest in the Trust Estate. Said assets disclaimed shall be selected by the surviving Settlor out of the Trust Assets including, but not limited to, any assets gifted, transferred or poured over into this Trust at any time. Upon said disclaimer of assets by the surviving Settlor, the disclaimed whole or portion shall be distributed to and administered pursuant to the provisions for the Non-Marital Share as described below. Section 3.02 Non-Marital Share 1. Upon disclaimer of assets pursuant to the previous provisions, the disclaimed whole or portion shall be distributed to a separate trust, hereinafter referred to as the Credit Shelter Trust, to be held and administered as follows: 'trust Agreement Page 7 c~.~, '. a. Upon the death of either Settlor, the surviving Settlor and Michael W. Guy and Pauline J. Rader shall be co-trustees of the Credit Shelter Tnzst and shall be entitled to manage the assets of the Credit Shelter Trust; but the plan of distribution and all teens of this Credit Shelter Trust shall be irrevocable and unamendable upon the death of either Settlor. The surviving Settlor shall be entitled to receive all of the income therefrom for life. In addition to other payments from the Credit Shelter Trust as herein authorized, there shall be paid to the surviving Settlor during the surviving Settlor's lifetime from the principal of the Credit Shelter Trust upon the surviving Settlor's written request during the last month of each calendar year of the Credit Shelter Trust, an amount not to exceed the greater of five thousand dollars ($5,000) or five percent (5%) of the total value of the principal of the Credit Shelter Trust on the last day of the calendar year without reduction for the principal payment for such calendar year. This $5,000 or five percent (~%) right of withdrawal is non-cumulative, so if the surviving Settlor does not withdraw the full amount to which the surviving Settlor is entitled during a calendar year, the surviving Settlor's right to withdraw the $5,000 or five percent (~%} for that year shall lapse at the end of the calendar year. b. After the preceding provisions are complied with, Michael W. Guy and Pauline J. Rader shall act as special trustees of the Credit Shelter Trust, with sole right and power to distribute principal over and above the distributions authorized in the preceding provisions to the surviving Settlor. The special trustees, in the special trustees' sole discretion, may distribute all or any part of the principal of the Credit Shelter Trust remaining after the preceding provisions are complied with, to or for the benefit of the surviving Settlor in such proportions and in such amounts as the special trustees deem appropriate. c. Notwithstanding any other provisions of this Trust Agreement, under no circumstances shall the surviving Settlor act as sole trustee of the Credit Shelter Trust. This paragraph shall take precedence over any other provisions of this Trust Agreement. d. If the surviving Settlor is unable or unwilling to act as co-trustee of the Credit Shelter Trust, then Michael W. Guy and Pauline J. Rader shall act as trustees of the Credit Shelter Trust with all the rights and. responsibilities given to the original trustees of the Credit Shelter Trusty e. If either Michael W. Guy or Pauline J. Rader is unable or unwilling to act as trustee, the other shall serve as co-trustee or sole trustee of the Credit Shelter Trust, as the case may be, with all rights and responsibilities given to the original. trustee of the Credit Shelter Trust. Trust Agreement Page 8 ~' ``° £ The trustees of the Credit Shelter Trust shall ha~~e the same administrative powers given to the Trustees under Section 5.02 below. g. The Credit Shelter Trust trustees shall act without bond and shall make such accounting to the Beneficiaries as the trustees, in the trustees sole discretion deem advisable. Said Credit Shelter Trust trustees shall not be required to make any current reports or accountings to any court nor to any Beneficiaries. h. The Credit Shelter Trust trustees shall serve without compensation. 2. Upon the death of the surviving Settlor, the assets then remaining in the Credit Shelter Trust shall be distributed after giving effect to the section of this Trust Agreement entitled "Special Directives", to the following Beneficiaries in the indicated shares: Karen K. V~'ood 25% Pauline J. ><2der 2~% 1~'fichael ~V. Guy 25% Stephen O. Guy 2~% If any of the Beneficiaries named immediately above who are natural persons do not survive the surviving Settlor, then the share that would otherv~~ise have passed to that deceased Beneficiary shall be distributed to that deceased Beneficiary's issue then living per stirpes. If the deceased Beneficiary has no issue which survive the surviving Settlor, then the share that would otherwise have been distributed to the deceased Beneficiary named above shall be distributed to the other Beneficiary(ies) named above on a pro-rata basis. Section 3.03 Plan of Distribution Upon Death of Surviving Settlor Upon the death of the surviving Settlor, the successor Trustee(s) shall take charge of the Trust Assets, pay all of the legally enforceable debts of the surviving Settlor, including the expenses of the last illness and funeral expenses of the surviving Settlor, current bills, and any and all other expenses incurred in closing out this Trust and making distributions of assets thereof. The Successor Trustee(s) shall divide personal effects, including automobiles, boats, sporting equipment, jewelry, furniture, furnishings, china, glassware, silver and household equipment (except those items which are specifically given to a Beneficiary elsewhere in this Trust Agreement, in which case said specific gift shall take precedence over this paragraph), among Karen Wood, Pauline J. Rader, Michael W. Guy, Stephen O. Guy, and (or, if any of them are deceased, their issue by representation) as they may agree or, failing such agreement, in such manner as 'trust :4~greement Page 9 ,d, "`' ~',,rt:. '° ~..,; the Successor Trustee(s) may deem equitable. If Karen ~~~ood, Pauline 1. Rader, Michael W. Guy, Stephen O. Guy, and (or their issue by representation) do not agree, the Successor Trustee(s) shall have full discretion to determine the division and distribution of the articles above referred to between Karen Wood, Pauline J. Rader, Michael W. Guy, Stephen O. Guy, and (or their issue by representation) and such determination shall be binding on all persons. If any Beneficiary is a minor at the time of such division, distribution shall be made to the person having custody of him or her for purposes of this provision, and the receipt of such person for the distributable share of such minor shall fully and completely release the Successor Trustee(s) from responsibility for such personal property. 2. The assets then remaining in the Trust shall be distributed after giving effect to the section of this Trust Agreement entitled "Special Directives", to the following Beneficiaries in the indicated shares: Karen K. Wood 25% Pauline J. Rader 2~% Michael W. Guy 2~% Stephen O. Guy 25% If any of the Beneficiaries named immediately above who are natural persons do not survive the surviving Settlor, then the share that would otherwise have passed to that deceased Beneficiary shall be distributed to that deceased Beneficiary's issue then living per stirpes. If the deceased Beneficiary has no issue which survive the surviving Settlor, then the share that would otherwise have been distributed to the deceased Beneficiary named above shall be distributed to the other Beneficiary(ies) named above on a pro-rata basis. Section 3.04 If All Beneficiaries Predecease Upon the death of the surviving Settlor, if neither Beneficiaries nor alternate Beneficiaries named herein survive, then the Trust Assets shall be distributed fifty percent (50%) to the heirs at law of Husband and fifty percent (50%) to the heirs at law of Wife. Section 3.05 Power to Appoint Agents The surviving spouse shall have the right to retain an accountant and/or an attorney at law for professional services on behalf of the Trust Estate or Estates herein. The surviving spouse shall not be responsible for the acts of such agents beyond his or her obligation to use reasonable care in the selection of such agents. Trust .Agreement Page 10 ,~ ~\ r~~¢Yt, Section 3.06 I~/taximum ~~arital Deduction Except as other«~ise expressly stated herein, the teen "maximum marital deduction" shall not be construed as a direction by the deceased Settlor to exercise any election respecting the deduction of estate administration expenses, the determination of the estate tax valuation date, or any other tax election which may be available under any tax laws, only in such manner as will result in a larger allowable estate tax marital deduction than if the contrary election had been made. Section. 3.07 Trust Income After the First Death Following the death of either Settlor and until the death of the surviving Settlor, the Trustee shall, at least annually, pay to or apply for the benefit of the surviving Settlor all of the net income from the Trust Estate. Section 3.08 Simultaneous Death If the Settlors should die under circumstances which would render it doubtful as to which Settlor died first, it shall be conclusively presumed for the purposes of this Trust that husband died first. If any other Beneficiary and a Settlor should die under such circumstances, it shall be conclusively presumed that the Beneficiary predeceased such Settlor. Section 3.09 Last Expenses Upon the death of each of the Settlors, the Trustee(s) of this Trust may, in their discretion, pay any part of or all of the funeral and burial expenses, probate claims, administration expenses, and any estate inheritance, successions, or other death taxes, which are payable as a result of the death of each of the Settlors, out of drat portion of the Trust Estate constituting the deceased Settlor's separate Trust Share. The Trustee(s) may make any such payments directly to the creditors or taxing audlority in question, or may remit funds to the personal representative of the Estate of the deceased spouse for such payments. A.><tTICL>/ FQUR Section 4.01 Common Pot Trust At the death of the Surviving Settlor, the Trustee shall not create a Common Pot Trust. All of the Trust Estate that has not been distributed under prior Articles of the Trust Agreement shall be held, administered, divided, and distributed according to the provisions set forth above. Trust Agreement Page 11 ~ , Section 4e02 Payment of the Second Death Ex ep rases Qn the death of the Surviving Settlor, the Trustee shall pay the expenses of the surviving Settlor's last illness, funeral, burial, and any inheritance, estate, or death taxes that maybe due by reason of the Surviving Settlor's death unless the Trustee in lus or leer absolute discretion determines that other adequate provisions have been made for the payment of such expenses and taxes. Section 4.03 Principle of Representation Unless indicated differently in this Trust Agreement or in the "Special Directives" section that follows, in the event any of the named Beneficiaries should predecease both Settlors, all of that person's share of the Trust Estate is to be divided equally among the deceased Beneficiary's children or issue per stirpes. In the event the predeceased Beneficiary leaves no surviving children or issue, then all of the person's share of the Trust Estate shall be divided equally among the remaining Beneficiaries per stirpes. If a Beneficiary of the Settlors survives both Settlors, but should fail to survive to collect his or her share at distribution, the share shall pass to the surviving issue of that deceased Beneficiary per stirpes and with right of representation. ARTICLE FIVE Section 5.01 Non-Income Producing Property During the joint lives of the Settlors, the Trustees are authorized to retain in the Trust, for so long as the Trustees may deem advisable, any property received by the Trustees from the Settlors, whether or not such property is of the character permitted by law for the investment of Trust funds. Section 5.02 Trustees Powers The Trustees shall have all powers conferred upon a Trustees by law for the orderly administration of the Trust Estate. If any property is distributed outright under the provision of this Trust Agreement to a person who is a minor, distribution may be made under the Pennsylvania Uniform Transfer to Minors Act ("PAUTMA"). The Trustees are further authorized to sign, deliver, and/or receive any documents necessary to carry out the powers contained within this Section. The Trustees of any trust under this Trust Agreement (including any substitute or successor Trustees) will have and be subject to all of the powers, duties, and responsibilities granted or imposed by the Pennsylvania Consolidated Statutes (20 Pa. C.S. Section 101 et seq.) as such 'trust !agreement Page 12 ~,° Statute may provide at the time of administration of the Trust, except to the extent that the same are inconsistent with the provisions of this Agreement. Section 5.03 Specific Powers of Trustees In addition, the Trustees will have the following specific powers: 1. Trust Estate: The Trustees may leave invested any property coming into its hands hereunder in any form of investment even thought the investment may not be of the character of investments permitted by law to trustees, without liability for loss or depreciation in value. The Trustees may sell, exchange, or otherwise dispose of an reinvest property which may at any time be a part of the Trust Estate upon such terms and conditions as the Trustees may deem advisable. The Trustees may invest and reinvest the Trust Assets from time to time in any property real, personal, or mixed, including without limitation, securities of domestic and foreign corporations and investment trusts of companies, bonds, debentures, preferred stocks, common stocks, mortgages, mortgage participation, and interests in common trust funds, all with complete discretion to convert realty into personalty or personalty into realty or otherwise change the character of the Trust Estate, even though such investment (by reason of its character, amount, proportion to the total Trust Estate, or otherwise) would not be considered appropriate for a fiduciary apart from this provision and even though such investment caused part or all of the total trust Estate to be invested in investments of one type or of one business or company. 2. Holding Property: The Trustees may hold property in the Trustees' name, as Trustees, or in the name of a nominee without disclosing this Trust. 3. Release of Pov~~er: If the Trustees deem it to be in the best interest of the Trust and its Beneficiaries, the Trustees, by written instrument signed by such Trustees, will have the power and authority to release, disclaim, or restrict the scope of any power or discretion granted in this Trust Agreement or implied by law. 4. Agents, Employees: The Trustees may employ one or more agents to perform any act of administration, whether or not discretionary, including attorneys, auditors, investment managers, or others, as the Trustees shall deem necessary or advisable. The Trustees may compensate agents and other employees and may delegate to them any and all discretions and powers. 5. Leases: The Trustees may lease any Trust Assets generally or for oil, gas, and mineral development, even though the lease term may extend beyond the term of the Trust of which the property is a part. The Trustees may enter into any covenants, and agreements relating to the property so leased or concerning any improvements which may then or thereafter be erected on such property. Trast Agreement Page 13 .AP ~. °-a 6. Common Funds: The Trustees may hold any of the Trust Assets in a common fund with property from other trust estates and may make investments jointly «~idl any other trust, the property of which is included in the common fund. 7~ Securities: ~tJith respect to securities Held in the Trust Estate, the Trustees may exercise all the rights, powers, and privileges of an owner, including but not limited to, the power to vote, give proxies, and to pay assessments and other sums deemed by the Trustees necessary for the protection of the Trust Estate. In addition, the Trustees may participate in voting trusts, foreclosures, reorganizations, consolidations, mergers, liquidations, and in connection therewith, to deposit securities with and transfer title to any protective or other committee under such terms as the Trustees may deem advisable. In addition, the Trustees may exercise or sell stock subscription or conversion rights and may accept and retain as an investment any securities or other property received through the exercise of any of the foregoing powers, regardless of nay limitations elsewhere in this instrument relative to investments by Trustees. 8, Purchases from Estate: The Trustees may purchase property of any kind from the executor or administrator of our estates. 9. Lending: The Trustees may make loans, secured or unsecured, to the executor or administrator of our estates, to any Beneficiary of this Trust, or to the Trustees. Further, the Trustees may use Trust Assets to guarantee obligations of any income Beneficiary of this Trust (unless such Beneficiary is serving as Trustees). 10. Distributions to or for Beneficiaries: The Trustees may make any distribution contemplated by this Trust Agreement (1) to the Beneficiary: (2) if the Beneficiary is under a legal disability or if the Trustees determines that the Beneficiary is unable to properly manage his or her affairs, to a person furnishing support, maintenance, or education for the Beneficiary or with whom the Beneficiary is residing for expenditures on the Beneficiary's behalf; or (3) if the Beneficiary is a minor, to a Trustees of an existing trust established exclusively for the benefit of such minor, whether created by this Trust Agreement or otherwise, or to a custodian for the Beneficiary, as selected by the Trustees, under the Pennsylvania Uniform Transfer to Minors Act. Alternatively, the Trustees may apply all or a part of the distribution for the Beneficiary's benefit. Any distribution under this paragraph will be a full discharge of the Trustees with respect thereto. On any partial or final distribution of the Trust Assets, the Trustees may apportion and allocate the assets of the Trust Estate in cash or in kind, or partly in cash and partly in kind, or in undivided interests in the manner deemed advisable at the discretion of the Trustees and to sell any property deemed necessary by the Trustees to make the distribution. The Trustees may distribute gifts of up to $10,000.00 per year per donee out of principal and/or Trnst .4.greement Page 14 interest. 11. Insurance: The Trustees may purchase new life insurance, pay the premiums on existing life insurance on the life of any Trust Beneficiary, purchase annuities (either commercial or private) from any corporation, tnzst, or individual, and may procure and pay the premiums on other insurance of the kinds, forms, and amounts deemed advisable by the Trustees to protect the Trustees and the Trust Estate. 12. Borrowing: The Trustees may borrow money from the Trust Estate and others. To secure the repayment thereof, the Trustees may mortgage, pledge, or otherwise encumber part or all of the Trust Assets, and in connection with the acquisition of any property, the Trustees may assume a liabi"lity or may acquire property subject to a liability. 13. Repairs: The Trustees may make ordinary and extraordinary repairs and alterations to buildings or other Trust Assets. 14. Reserves: The Trustees may establish such reserves out of income for taxes, assessments, repair, and maintenance as the Trustees consider appropriate. 15. Continuation of Business: The Trustees may continue any business or businesses in which the Trust has an interest at the time of the Settlor's death for so long as the Trustees may, in its sole discretion, consider necessary or desirable, whether or not the business is conducted by the Settlors at the time of their death individually, as a partnership, or as a corporation ~~holly owned or controlled by them, with full authority to sell, settle, and discontinue any of them when and upon such terms and conditions as the Trustees may, in their sole discretion, consider necessary or desirable. 16. Retain Property for Personal Use: The Trustees may retain a residence or other property for the personal. use of a Beneficiary and allow a Beneficiary to use or occupy the retained property free of rent and maintenance expenses. 17. Dealing with Third Parties: The Trustees may deal with any person or entity regardless of relationship or identity of any Trustees to or with that person or entity. The Trustees may hold or invest any part of or all of the Trust Estate in common or undivided interests with that person or entity. 18. Partitions, Divisions, Distributions: The Trustees will have the power to make all partitions, divisions, and distributions contemplated by this Trust Agreement. Any partitions, divisions, or other distributions may be made in cash, in kind, or partly in cash and. partly in kind, in a manner that the Trustees deems appropriate (including composing shares differently). The Trustees may determine the value Trust figreement Page 15 ,~" of any property, which valuation will be binding ot~ all Beneficiaries. I~?o adjustments are required to compensate for any partitions, divisions, or distributions having unequal consequences to the Beneficiaries. 19. Claims Controversies: The Trustees may maintain and defend any claim or controversy by or against the Trust without the joinder or consent of any Beneficiary. The Trustees may commence or defend at the expense of the Trust any litigation with respect to the Trust or any property of the Trust Estate as the Trustees may deem advisable. The Trustees may employ, for reasonable compensation, such counsel as the Trustees shall deem advisable for that purpose. 20. Merger of Trusts: If at any time the Trustees of any trust created hereunder shall also be acting as Trustees of any other trust created by trust instrument or by trust declaration for the benefit of the same Beneficiary or Beneficiaries and upon substantially the same terms and conditions, the Trustees are authorized and empowered, if in the Trustees' discretion such action is in the best interest of the Beneficiary or Beneficiaries, to transfer and. merge all of the assets then held under such trust created pursuant to this Trust Agreement to and with such other trust and thereupon to terminate the trust created pursuant to this Trust Agreement. The Trustees are further authorized to accept the assets of any other trust which may be transferred to any trust created hereunder and to administer and distribute such assets and properties so transferred in accordance with the provisions of this Agreement. 21. Termination of Small Trust: Any corporate Trustee which is serving as the sole Trustee of any Trust or any Share thereof may at any time terminate such Trust or Share if, in the Trustee's sole judgment, the continued management of such Trust or Shares is no longer economical because of the small size of such Trust or Share and if such action will be deemed to be in the best interests of the Beneficiary or Beneficiaries. In case of such termination, the Trustee will distribute forthwith the share of the Trust Estate so terminated to the income Beneficiary, per stirpes. Upon such distribution, such Trust or Share will terminate and the Trustee will not be liable or responsible to any person or persons whomsoever for its action. The Trustee will not be liable for failing or refusing at any time to terminate any Trust or a Share thereof as authorized by this paragraph. 22. Power to Determine Income and Principal: Dividends payable in stock of the issuing corporation, stock splits, and capital gains will be treated as principal. Except as herein otherwise specifically provided, the Trustees will have full power and authority to determine the manner in which expenses are to be borne and in which receipts are to be credited as between principal and income. The Trustees have the power to determine what will constitute principal or income Trust E4greement Page 16 ,~.: ,.~. ,, :~ ~t and may withhold from income and resen~es for depreciation or depletion as the Trustees may deem fair and equitable. In determining such matters, the Trustees may given consideration to the provisions of the Peiuisylvania Statutes (or its successor statutes) relating to such matters, but it will not be bound by such provisions. 23. Generation-Skipping Taxes and Payment: If the Trustees consider any distribution or termination of an interest or power hereunder as a distribution or termination subject to ageneration-skipping tax, the Trustees are authorized a. To augment any taxable distribution by an amount which the Trustees estimate to be sufficient to pay such tax and charge the same to the particular trust to which the tax related without adjustment of the relative interests of the Beneficiaries; b. To pay such tax, in the case of a taxable termination, from the particular trust to which the tax relates without adjustment of the relative interests of the Beneficiaries. If such tax is imposed in part by reason for the Trust Assets, the Trustees will pay only the portion of such tax attributable to the taxable termination hereunder taking into consideration deductions, exemptions, credits; and other factors which the Trustees deem advisable; and c. To postpone final termination of any particular trust and to withhold any portion or all of the Trust Estate until the Trustees are satisfied that the Trustees no longer have any liability to pay any generation-skipping tax with reference to such trust or its termination. Section 5.04 Special Provision for S Corporation Stock Notvvithstanding what is otherwise provided in this Trust Agreement, if at any time the Trust contains any stock of a corporation which elects or has elected treatment as an "S Corporation" as defined by Section 1361(a)(1) of the Internal Revenue Cod (or any corresponding successor statute), such stock will. be segregated fiom the other assets of such and treated as a separate trust. The Trustees will further divide the separate trust into shares for each Beneficiary and such shares will be distributed outright or held in trust as herein provided. In addition, all other provisions of this Trust Agreement will apply to each share held in trust (and constituting a separate trust) except that the Trustees will distribute all of the income from each separate trust to its Beneficiary in convenient installments at least annually. It is the Settlor's intent that each. separate trust will be recognized as a "Qualified Subchapter S Trust" ("QSST") under Section 1361(d)(2) of the Internal Revenue Code (ar any corresponding successor statute). Not«~ithstanding any provisions of this Trust Agreement to the contrary, the Trustees's powers and discretions with respect to the administration of each separate trust (including methods of accounting, bookkeeping, making distributions, and characterizing receipts and expenses) will Trust Agreement Page 17 „;~. ~'.; not be exercised or exercisable except in a manner consistent v~~ith a11o«~ing each separate trust to be treated as a QSST as above described. ARTIC>/E SIX Section 6.01 Coordination ~~~ith Settlors' Probate Estates 1. At any time during the continuance of this Trust, including subsequent to the death of either Settlor, the Trustee(s) may, in their sole and uncontrolled discretion, distribute to the deceased Settlor's probate estate cash and/or other property as a Beneficiary of the Trust. 2. All other provisions to the contrary notwithstanding, under no circumstances shall any restricted proceeds, as hereinafter defined, be either directly or indirectly (I) distributed to or for the benefit of the deceased Settlor's executors or the deceased Settlor's probate estate; or (ii) used to pay any other obligations of the deceased Settlor's estate. The term "restricted proceeds'' means: a. All qualified plans, individual retirement accounts, or similar benefits which are received or receivable by any Trustee hereunder, and which are paid solely to a Beneficiary other than the executor of the Settlor's gross estate for Federal estate tax purposes; and b. All proceeds of insurance on the Settlor's life which, if paid to a Beneficiary other than the Settlor's estate, would be exempt from inheritance or similar death taxes under applicable state death laws. Section 6.02 Direction to Minimize Taxes In the administration of the Trust hereunder, its fiduciaries shall exercise all available tax related elections, options, and choices in such manner as they, in their sole but reasonable judgment (where appropriate, receiving advice of tax counsel), believe will achieve the overall minimum in total combined present and reasonably anticipated future administrative expenses and taxes of all kinds. This applies not only to said Trust, but also to its Beneficiaries, to the other Trusts hereunder and their Beneficiaries, and to the Settlor's probate estate. Without limitation on the generality of the foregoing direction (~~~hich shall to that extend supersede the usual fiduciary duty of impartiality), such fiduciaries shall not be accountable to any person interested in this Trust or to Settlor's estate for the manner in which they shall carry out this direction to minimize overall taxes and expenses (including any decision they may make not to incur the expense of a detailed analysis of alternative choices). Even though their Trust ~sgreement Page 18 ,~, decisions in this regard. may result in increased taxes or decreased distributions to the Trust, to the estate, or to one or more Beneficiaries, the fiduciaries shall not be obligated for compensation readjustments or reimbursements which arise by reason of the manner in which the fiduciaries carry out this direction. Section 6.03 Judgment and Discretion of Trustee In the absence of proof of bad faith, all questions of construction or interpretation of any trusts created by this Trust Agreement will be finally and conclusively determined solely by the Trustee, according to the Trustee's best judgment and without recourse to any court. Each determination by the Trustee is binding on the Beneficiaries and prospective Beneficiaries hereunder, both ii being and unborn, as well as all other persons, firn7s, or corporations. The Trustee, when exercising any discretionary power relating to the distribution or accumulation of principal or income or to the termination of any trust, will be responsible only for lack of good faith in the exercise of such power. Each determination may be relied upon to the same extent as if it were a final and binding judicial deternination. In the event of a conflict between the provisions of this Trust Agreement and those of the Pennsylvania Statutes, the provisions of this Agreement will control. ARTICLE SEVEN Section 7.01 Resolution of Conflict Any controversy between the Trustee or Trustees and any other Trustee or Trustees, or between any other parties to this Trust, including Beneficiaries, involving the construction or application of any of the terms, provisions, or conditions of this Trust shall, on the written request of either or any disagreement party served on the other or others, shall be submitted to arbitration. The parties to such arbitration shall each appoint one person to hear and determine the dispute and, if they are unable to agree, then the two persons so chosen shall select a third impartial arbitrator whose decision shall be final and conclusive upon both parties. The cost of arbitration shall be borne by the losing party or in such proportion as the arbitrator(s) shall decide. Such arbitration shall comply with the commercial arbitration rules of the American Arbitration Association, 140 West ~ 1 S` Street, New York, NY 10200 Section 7.02 Incontestability The beneficial provisions of this Trust Agreement are intended to be in lieu of any other rights, claims, or interests of whatever nature, whether statutory or otherwise, except bona fide pre- death debts, which any Beneficiary hereunder may have in Settlor's estate or in the properties in trust hereunder. Accordingly, if any Beneficiary hereunder asserts any claim (except a legally enforceable debt), statutory election or other right or interest against or in Settlor's estate, or any properties of this Trust, other than pursuant to the express terms hereof, or directly or indirectly Trust Agreement Page 19 ,, ~., contests, disputes, or calls into question, before any court, the validity of this Trust Agreement then: Such Beneficiary shall thereby absolutely forfeit any and all beneficial interests of whatever kind and nature while such Beneficiary or his or her heirs might otherwise have under this Trust Agreement and the interests of the other Beneficiaries hereunder shall thereupon be appropriately and proportionately increased; and 2. All of the provisions of this Trust Agreement, to the extent that they confer any benefits, powers, or rights whatsoever upon such claiming, electing, or contesting Beneficiary, shall thereupon become absolutely void; and 3. Such claiming electing, or contesting Beneficiary, if then acting as a Trustee hereunder, shall automatically cease to be a Trustee and shall thereafter be ineligible either to select, remove, or become a Trustee hereunder. Section 7.03 Specific Omissions Any and all persons and entities, except those persons and entities specifically named herein, have been intentionally omitted from this Trust Agreement. If any person or entity shall successfully challenge any term or condition of this Trust Agreement, then, to that person or entity shall be given the sum of one dollar ($1.00) in lieu and in place of any other benefit, grant, or interest which that person or interest may have in the Trust Estate. Section 7.04 Benefits Confidential The Settlors further declare that it is their desire and intent that the provisions of this Trust Agreement are to remain confidential as to all parties. The Settlors direct that only the information concerning the benefits paid to any particular Beneficiary shall be revealed to such individual and that no individual shall have a right to information concerning the benefits being paid to any other Beneficiary. ARTICLE EIGHT Section 8.01 Distribution in Kind or in Cash On any division of the assets of the Trust Estate into shares, and on any final or partial distribution of the assets of the Trust Estate, the Trustee, at his or her absolute discretion, may divide and distribute undivided interests of such assets on a pro rate or non-pro rata basis, or may sell any part of or all of such assets and may make divisions or distributions in cash or partly in cash and partly in kind. The decision of the Trustee, either prior to or on any division 'trust Agreement Page 2Q Y, ~:J' . ~...: or distribution of such assets, as to `~~hat constitutes a proper division of such assets of the Trust Estate, shall be binding on all persons interested in any trust provided for in t1~is Trust Agreement. Section 5.02 ~endthrift Provisions Neither the principal nor the income of this Trust Agreement shall be liable for the debts of a Beneficiary. Except as otherwise expressly provided in this Agreement, no Beneficiary of any trust shall have any right, power, or authority to alienate, encumber, or hypothecate this or her interest in the principal or income of this Trust Agreement in any manner, nor shall the interests of any Beneficiary be subject to the claims of his or her creditors or liable to attaclunent, execution, or other process of law. The limitations herein shall not restrict the exercise of any power of appointment or the right to disclaim. Section 8.03 Definition of Children The terms "child" and "children" as used in this Agreement mean the lav~~ful issue of a Settlor or of the Settlors together. This definition also includes children legally adopted by a Settlor or by the Settlors together. Section 5.04 Handicapped Beneficiaries Any Beneficiary who is determined by a court of competent jurisdiction to be incapacitated shall not have any discretionary rights of a Beneficiary with respect to this Trust, or to their share or portion thereof. The Trustee shall hold and maintain such incapacitated Beneficiary's share of the Trust estate and shall, in the Trustee's sole discretion, provide for such Beneficiary as that Trustee would provide for a minor. Notwithstanding the foregoing, any Beneficiary who is diagnosed for the purposes of governmental benefits (as hereinafter delineated) as being incapacitated or as being disabled, and who shall be entitled to governmental support and benefits by reason of such incapacity or disability, shall cease to be a Beneficiary of this Trust. Likewise, they shall cease to be a Beneficiary if any share or portion of the principal or income of the Trust shall become subject to the claims of any governmental agency for costs or benefits, fees, or charges. The portion of the Trust Estate which, absent the provisions of this section, would have been the share of such incapacitated or handicapped person shall be retained in trust for as long as that individual lives. The Trustee, at his or her sole discretion, shall utilize such funds for the maintenance of that individual. If such individual recovers from his or her incapacity or disability and is no longer eligible for aid from any governmental agency, including costs or benefits, fees, or charges, such individual shall be reinstated as a Beneficiary after 60 days from such recovery and the allocation and distribution provisions as stated herein shall apply to that portion of the Trues Estate which is held by the Trustee subject to the foregoing provisions of this section. If said handicapped Beneficiary is no longer living and shall leave children then living, the deceased child's share shall pass to those children per stirpes. If there are no Trust Agreement Page 21 children, the share shall be allocated proportionately among the remaining Beneficiaries. ~.RTIGLE I~TIl\TE Section 9.O1. Trustees All Trustees are to serve without bond. The following will act as Trustees of any Trusts created by this Trust Agreement, in the following order of succession: First: The undersigned, Harold P, Guy and S. Katherine Guy. Second: The Surviving Spouse Third: Upon the end of the terms of the original Trustees, Michael W. Guy and Pauline J. Rader are hereby designated Joint Successor Trustees as well as special trustee of any QTIP trust or credit-shelter trust created hereunder. In the event that one of the Joint Successor Trustees is unwilling or unable to serve, then the remaining Joint Successor Trustees shall continue to serve. Fourth: If Michael W. Guy is unable or unwilling to act as Successor Trustee and/or special. trustee, then Pauline J. Rader shall serve as Successor Trustee and/or special trustee, as the case maybe. Last: A Trustee chosen by the majority of Beneficiaries with a parent or legal guardian voting for minor Beneficiaries; provided, however, that the children of any deceased Beneficiary shall collectively have only one vote. Section 9.02 Allocation and Distribution of the Trust Assets The Trustees shall allocate, hold, administer, and distribute the Trust Assets as hereinafter provided: Upon the death of the first Settlor, the Trustee shall make any separate distributions that have been specified by the deceased Settlor. The Trustee shall also take into consideration the appropriate provisions of this Article. 2. Upon the death of the Surviving Spouse, the Trustee shall hold, administer, and distribute the Trust Assets in the manner herein prescribed. Trust Agreement Page 22 ,~~ .,cF}~,.,~. '''x Section 9.03 Personal Property Distribution Notwithstanding any provision of this Trust Agreement to the contrary, the Trustee must abide by any memorandum by the Settlors, particularly that contained in the section entitled "Special Directives" incorporated into this Trust lnstrument and any exhibits attached to this Trust Agreement containing Special Directives of the Settlors, directing the disposition of Trust Assets of every kind including, but not limited to, furniture, appliances, furnishings, pictures, china, silverware, glass, books, jewelry, wearing apparel, and all policies of fire, burglary, property damage, and other insurance on or in connection with the use of property. Otherwise, any personal and household effects of the Settlors shall be distributed with the remaining assets of the Trust Estate. Section 9.04 Liability of Trustee The Trustee will not be responsible or liable for any loss v,~hich may occur by reason of depreciation in value of the properties at any time belonging to the Trust Estate nor for any other loss which. may occur, except that the Trustee will be liable for each Trustee's ovum negligence, neglect, default, or willful wrong. The Trustee will not be liable or responsible for the acts, omissions, or defaults of any agent or other person to whom duties may be properly delegated. hereunder (except officers or regular employees of the Trustee if such agent or person was appointed with due care). The Trustee may receive reimbursement from the Trust Estate for any liability, whether in contract or in tort, incurred in the administration of the Trust Estate in accordance with the provisions hereof, and the Trustee may contract in such form that such Trustee will be except from such personal liability and that such liability will be limited to the Trust Assets. Section 9.05 Successor Trustees Any Successor Trustee shall have all the power, rights, discretion, and obligations conferred on a Trustee by this Trust Agreement. All rights, titles, and interest in the property of the Trust shall immediately vest in the successor Trustee at the time of appointment. The prior Trustee shall, without warranty, transfer to the Successor Trustee the existing Trust property. No successor Trustee shall be under any duty to examine, verify, questions, or audit the books, records, accounts, or transaction of any preceding Trustee; and no Successor Trustee shall be liable for any loss or expense from or occasioned by anything done or neglected to be done by a predecessor Trustee. A Successor Trustee shall be liable only for his or her own acts and. defaults. Trust .4.greement Page 23 ..~`~~;y ~ ~~ .~I~TICL.E TEN Section 10.01 Perpetuities Savings Clause Notwithstanding any other provision of this instrument, the Trusts created hereunder shall ternzinate not later than twenty-one (21) years after the death of the last survivor of all Settlors and any other Beneficiary or Beneficiaries named. or defined in this Trust living on the date of the death of the first Settlor to die. The Trustee shall distribute remaining Trust principal and. all accrued or undistributed net income hereunder to the Beneficiary or Beneficiaries. If there is more than one Beneficiary, the distribution shall be in the proportion in which they are Beneficiaries; if no proportion is designated, then the distribution shall be in equal shares to such Beneficiaries. A~2TICLE ELEVEN Section 11.01 Governing Law It is not intended that the laws of only one particular state shall necessarily govern all questions pertaining to all of the Trust hereunder. The validity of the Tnzst hereunder, as well as the validity of the particular provisions of the Trust, shall be governed by the laws of the state which has sufficient connection with the Trust to support such validity. 2. The meaning and effect of the teens of this Trust Agreement shall be governed by the laws of the Conunonwealth of Pennsylvania. The administration of this Trust shall be governed by the laws of the state in which the principal office of the Trustee then having custody of the Trust's principal assets and records is located. The foregoing shall apply even though the sites of some Trust Assets or the home of the Settlors, a Trustee, or a Beneficiary may at some time or times be elsewhere. Section 11.02 Invalidity of Any Provision If a court finds that any provision of this Trust Agreement is void, invalid, or unenforceable, the remaining provisions of this Agreement will continue to be fully effective. Section 11.03 Headings Trust Agreement Page 24 The use of headings in connection with the various articles and sections of this Trust Agreement is solely for convenience and the headings are to be given no meaning or significance whatsoever in construing the ternis and provisions of this Agreement. Section 11.04 Internal Revenue Code Tenninoloay As used herein, the words "gross estate," "adjusted gross estate,'' "taxable estate," "unified credit," "state death tax credit,'' "maximum marital deduction,'' "marital deduction," and any other word or words which from the context in which it or they are used refer to the Internal Revenue Code shall be assigned the same meaning as words have for the purposes of applying the Internal Revenue Code to a deceased Settlor's estate. Reference to sections of the Internal Revenue Code and to the Internal Revenue Code shall refer to the Internal Revenue Code amended to the date of such Settlor's death. ARTICLE 12 Section 1.2.01 Special Directives of Harold P. Gum Harold P. Guy hereby directs that any specific distribution of assets from the Trust Estate provided for on the list attached hereto and marked "Exhibit A- Special Directives of Harold P. Guy" (if any) be made before the distributions to the named Beneficiaries as set forth above. 2. Harold P. Guy hereby acknowledges and accepts the "Special Directives," if any, of S. Katherine Guy. Section 12.02 Special Directives of S. Katherine Guy S. Katherine Guy hereby directs that any specific distribution of assets from the Trust Estate provided for on the list attached hereto and marked "Exhibit A- Special Directives of S. Katherine Guy" (if any) be made before the distributions to the named Beneficiaries as set forth above. 2. S. Katherine Guy hereby acknowledges and accepts the "Special Directives," if any, of Harold P. Guy. Trost agreement Page 25 »,c ,' ~~~,,," SETTLf}I~S: I 1 Harold P. Guy i . ~ ~ 1.._~. ~~ i` / ~ ;~ .. S. Katherine Guy ~J CO-TRUSTEES: ~~~ ~. ~~~ Harold. P. Guy /~ 7! S, Katherine Guy COMMONWEALTH OF PENNSYLVANIA. COUNTY OF CUMBERLAND The undersigned certifies that on the :~ day of '~l~_ Z; ~ , ~~~~ Harold P. Guy, known. to me or satisfactorily proven to me to be the erson whose name is subscribed to the foregoing document, personally appeared before me and acknowledged that he executed the same as Settlor and Co-Trustee for the purposes therein contained. rotary Publ~ rCommonwealth of Pennsyh~ania COMMONWEALTH OF PENNSYLVANIA COUNTY OF CUMBERLAND Lf ~ The undersigned certifies that on the ~ day of ~ r~l~ rR-<-~-- ~`~ S. Katherine Guy, knov~m to me or satisfactorily proven to me to be person whose name is subscribed to the foregoing document, personally appeared before me and acknowledged that she executed the same as S~,ttlor and Co-Trustee for the purposes therein contained. ~' ~ ; - ~ Notary Pul li,c~ Commonwealth of Pennsylvania ~(~'~ ~;~ Trust Agreement Page 26 C~:EC~PY lJ~l~f~ E~AS~~;, f~C~~f~~Y P~SCl~ `. P~~C~l~ ~P, ~E~~IPE C~~"'~IY `w~, , ~~ ~~l~I~~SSE~I~ E~Pl~~~S ~,~~ ~S, ~~~~ e NC9TIbRlA! SEA! GREGORY ~APK Bl.kSCl~AK, N~~ARY P~S~IC PA~'aN 9WP., CEN'6RE C®UNN f~1f C~lJlP~lSSl~N EkPIRES APR 28, 207 El_BIT A-SPl/CI~L 1~IRECTIVES~ OF I~AI~.OLD P. GUY I, Harold P. Guy, a resident of the County of Cumberland, Con~non~vealth of Pennsylvania being of lawful age and of sound and disposing mind and memory, and not acting under duress, fraud, or undue influence, hereby make, publish and declare this to be my Special Directives, and I incorporate THE HAROLD P. GUY AND S. KATHERINE GUY REVOCABLE TRUST AGREEMENT. I direct that before any distribution of the assets of the Trust Estate to the named Beneficiaries, certain specific distributions, if any, shall be made from the assets as set forth below: / ~L, <. Harold P. Guy Dated: ~-~~~ ~ ~ ~o~- Trost agreement Page 27 --~ "~~ ~~ ~~~. E~:HIBIT 13-SPECIEAL I}IRECTf~TES OF S. I~~.THER;~iE GUY I, S. Katherine Guy, a resident of the County of Cumberland, Coirimonv,~ealth of Pennsylvania being of lawful age and of sound and disposing mind and memory, and not acting under duress, fraud, or undue influence, hereby make, publish and declare this to be my Special Directives, and I incorporate THE HAROLD P. GUY AND S. KATHERINE GUY REVOCABLE TRUST AGREEMENT. I direct that before any distribution of the assets of the Trust Estate to the named Beneficiaries, certain. specific distributions, if any, shall be made from the assets as set forth below: S: Katherine Guy ,J ~° Dated:~~~~z~~~ ~ , ~~C'Ci~ Trust agreement Pabe 2fi y ;'' ~:``:, ,~ SCF~ED~TLE A TO THE ~-HROLD P. GUY A1`dD S. KATF-~ERINE GUI' REVOCABLE TRUST AGREEMENT ~ , DATED: ~.~ ~ . ~~ ~'~'~ ` SET«'EEN: HAROLD P. GUY and S. KATF~ERINE GUI' AS SETTLGRS AND: HAROLD P. GUY and S. KATFIERINE GUY AS TRUSTEES 1. Fifty Dollars ($50.00) in cash. ~. 4. 5. 6. 7. 8. 9. 10, 11. 12. Schedule A Page 1 ,~, <' ` m, DATED to be e~ffecti~~e this ;~ day of / ~~ ~'=- , ~~~ ~~ ~- SE'FTLORS: ~~~~ Harold P. Guy a S. Katherine Guy ACCEPTED BY CO-TRUSTEES: Harold P. Guy o ~ '' S. Katherine Guy Schedule A Page 2 .<~+ :. NQTARIZEI~ CERTIFICATE 01; TRUST Tl~}~ 1~ARO~LD 1~. GUY ANI~ S. K,~THERINE GUY R~~'QCAI~LE TRUST' ~GREE'~!LE1~TT The undersigned, HAROLD P. GUY and S. K~TI-IERII~TE GUY hereby certify that they created a revocable trust under THE HAROLD P. GUY ANTI) S.1~ATI=IEKINE GUY REVOCABLE TRUST AGREEIv~iEl~rT dated the same date as the execution of this Certificate of Trust. H_~ROLD P. GUY and S. KATHERINE GUY, Settlors and Trustees, reside at 1036 Petersburg Road, Boiling Springs, Pennsylvania 17007. The undersigned Settlors hereby certify the following. 1. This Certificate of Trust relates to THE F~ARQ~,D P. GUY Ah?B S. ~ATFII1RIItE GLJY R~V~?CABLE TRUST AGRI/El~~~l<dT (the "Trarst"). 2. The names of the Settlors are F~~.rold P. buy and S. I£~.tl~erine ~~y. 3. The Settlors are designated as the Trustees to serge until both of their deaths, resignations, or incompetence. 4. Upon the end of the terms of the original Trustees, I~~ichaeZ ~~'. G~zy is designated as Successor Trustee. ~. Any Trustee has the power and authority to manage and control, buy, sell, and transfer the Trust property, including real property and personal property, in such manner as the Tnzstee may deem advisable. Any Trustee shall have and enjoy the ability to exercise all powers and rights over and concerning said property and the proceeds thereof as fully and amply as though said Trustee were the absolute and qualified owner of the same. This includes the power to invest incorporate obligations of any kind and to buy stocks, bonds, and similar investments, to include those on margin or other leveraged accounts. 6. Following the death of both Settlors, the Trust will continue or be distributed in whole or in part for the benefit of other named Beneficiaries according to the terms of the Trust. 7. ~~Jhile both Settlors are living and competent either Trustee may add or withdraw money from any account oumed by the Trust without the approval of the other Trustee, provided that the o~mership of funds received and deposited, whether marital property or non- marital property, shall remain the same, and the Trustee removing or adding funds shall gain no additional ownership interest therein than was present prior to the withdra«~al from or addition to the Trust account. S. All propei-t5r transferred into the Trust which had ail original source as marital property shall remain marital property unless other provisions shall ha~~e been made therefore. ~'ertifcate of Tratst Pabe 1 a~. s; ~ , All Se~~arate pr0'7ert"Y" tranSlel~'ed ii1t0 the TrLISt relllailS Separate pI'opeI ~\' LII11eSS ~Li1~I` pro~~isions lla~~e been made therefore. 10. LnIess other~~~ise indicated to a prospective transferee, the Trustee has full power to transfer assets held in the name of tote Trust. Subsequent transferees are entitled to rely upon such transfers provided that the chain of title is not otherwise deficient. 11. The Trust Agreement also states that airy bank, corporation, brokerage firm, or other entity or individual, may conclusively presume that the Trustee has full power and authority over the Trust Assets and such person or institution shall be held harmless and shall incur no liability by reason of so presuming. 12. The sitizs of the Trust is the COMMONWEALTH OF PENNSYLjJANIA. 13. The undersigned hereby represent that the statements contained in this Certificate of Trust are true and correct, and that there are no other provisions in the Trust Agreement or amendments to it that limit the powers of the Trustee to sell, convey, pledge, mortgage, lease, manage, operate, control, transfer title, divide, convert, allot or sell upon deferred payments Trust property, including real and personal property including but not limited to securities of all kinds. 14. The Trust has not been revoked, modified or amended in any manner which would cause the representations in the Certificate of Trust to be incorrect. This Certificate of Trust is being signed by all currently acting Trustees of the Trust. The use of this Certificate of Trust is for convenience only and the Trust solely controls as to provisions and interpretations. Any conflict between this abstract and the Trust shall be decided in favor of the Trust. IN FITNESS ~?VF~EREC~F, the parties have hereto executed this Certificate of Trust this date. SETTLOFtS: ,~~~« ~. Harold P. Guy CO-TRUSTEES: Harold P. Guy S. Katherine Guy '~J= .< ;r~ ~s~u ~y S. Katherine Guy Certificate of'rru~t Page 2 ~ -tJ C01i11\~~~\T\~~T~_n.L;~ i-i Gr P~,':v~\TS~ L,~',fi~i.%~ eo~m1T~' aF c,U1~~~~ERLA.~~rl~ ~ , ~, ~?n this, the ,T- day of ~~~,~ ~;~~ ~-~~~/ , ~~ ~ `~ ,before me the undersigned officer, personally appeared Harolc~.)P. Guy, who acknowledged that he executed the foregoing instrument for the purposes therein contained. ~N ~'~J~TI'~rESS ~e'G'~~:R.EOF, I have hereunto set my hand and official seal. Notary Public " My Commission Expires: N6'~~Rd~a! SEA! ~~EC~®l~ f~ ~€~~CE~klE, NGItIY ~~9~~dC~ P~,tT®N t~4°P., CENTRE CC~i~(~N COIv~IMONWEALTH OF PENNSYLVANIA ~~ CCF~I~dlS~EdN EhP~P~ES ~~ ~~, ~~~~ COUNTY OF CUMBERLAND On this, the ~ day of -~-~~ (~--~~ ~O`( ,before me the undersigned officer, personally appeared S. Kather.~ne Guy, who acknowledged that she executed the foregoing instrument for the purposes therein contained. TIr1 ~'i'I~1'~T~SS IJ~(~E, I have hereunto set my hand and official seal. ~~ ~~ ~~ 1 f, ~ Notary Public ~ ~ ~ ~ ~~~~ My Commission .Expires: N~T~9~ SEAL ~~EGE~~Y ~~~~ ~~~~CE~~, NCTa~Y P~6~~C ~~TTE~N TI~'P., CENTRE CC~I~T~ ~"Y CCC~~I:~~~S~CN EXF~RES R ~8, ~~~i Certificate of Truest Page 3 Y;~.,r'` .~~. THE II4.ROLD P~ GUS' AirTD 5.1~.4THERINIJ QUY IZE.VOCABLE TRUST ACREElI'IENT COI~!IP12.E1-fE1~TSIVE TRAI~'S1ER DQ~CUI~'IEhTT A;rI~ DECLARATION OF II~TTENT The undersigned, Setthors under THE HAROLD P. GUY AIvTD S. I~ATHERII~TE GUY REVOCABLE TRUST AGREEMENT executed by the Settlors and by the initial Trustees, hereby assign and transfer to the Trustees under the provisions of said Trust Agreement, the following: a. The Settlors' interest in all tangible personal property. The term "tangible personal property" refers, without limitation, to such items as articles of personal and household use which either or both of the Settlors presently o~~n or hereafter acquire (regardless of the means by which acquired or the record title in which held), including, by way of illustration and not limitation, all automobiles, vehicles of all kinds, boats, antiques, sporting equipment, tools, club memberships, china, glass, clothing, jewelry, precious stones, gardening equipment, farm or business personal property, furniture, rugs, fixtures, books, silverware, appliances, and similar items. b. Bank accounts, certificates of deposit, mutual and money market funds of all kinds, securities, agency and custody accounts, and notes. c. Real estate-related interests wherever located (including mortgages, contract for deed interests, leaseholds, time-share interests, cooperative interests and mineral interests). 2. Tax-deferred assets shall not be included pursuant to this Comprehensive Transfer Document, and shall not be deemed to be transferred to the Trust. 3. During the joint lives of the Settlors, the above property transferred to the Trust shall retain its original character as either marital property or the separate property of either of the Settlors, and, in the event of revocation of the Trust, the Trustee shall distribute such property to the respective Settlors based on the same property rights they had prior to transfer to the Trust. 4. The undersigned, as Trustees, hereby declare that solely as Trustees of and for the benefit of THE HAROLD P. GUY AND S. KATHERINE GUY REVOCABLE TRUST AGREEMENT and under the provisions of said Trust Agreement, the undersigned are now holding and will hold the foregoing described property. This declaration shall apply even though record ownership or title, in some instances, may, presently or in the future, be registered in the individual name or names of either of Com~re~ens~ve Transfer Document Page 1 , ,~ ~a ~-', fi~ :'7,~ us, in v,~hich eve~zt such record ownership shall hereafter be deemed meld ih trust even though such trusteeship remains undisclosed. 6. The undersigned hereby affirm and declare that fiom and after the date hereof:: a. All properties described above will. be held by the undersigned exclusively for and in behalf of said Trust as true owner(s) (subject to any and all instructions from the Trustee(s) of said Trust, and b. Except to the extent of beneficial interests provided to the undersigned under the terms and provisions of said Trust (as now written and as the same may in the future be amended), the undersigned have and shall have no personal interest n any of the properties described above, and c. All liabilities which relate in any way to the acquisition of or which are a Iien upon any of the properties governed by this declaration shall be borne by the Trust which, pursuant to this declaration, owns such properties. 7. This declaration of exclusive Trust ownership and waiver of interest is intended to be and shall be binding upon the undersigned's heirs, legal representatives and assigns and shall be revocable only be written instrument executed by the undersigned. SETTLORS AND TRUSTEES: .:~c Harold P. Guy / ~ ,, ~, ;,,' u;>Z~,~,~-cam .~ S. Katherine Guy ~ Comprehensive 'transfer t}ocument Page 2 :~`" =~ ,. ; t, :'' ~, COI~~~~ON~~,'EALTH OF PENNSYLVANIA COUNTY OF ~`U~!BEPLAND On this, the ~/~ ~ " .~ ~~ " - day of i -~=~~ ~~ ~ ~C ~/ .~~ ~ ~~ ,before me the undersigned officer, personally appeared Harold P. Guy, ivho acknowledged that lie executed the foregoing instrument for the purposes therein contained. 1_N `'VITI`rTESS ~fi~FFEREOF, I have hereunto set my hand and official seal. ~,~~~ ~ .~ ~~ Notary Pu~ic My Commission Expires: W~1'~6'~ 5~aE C~~EG0~1~ ~k~K 6C~CF6~~, WC~ti~Y P~6L1C P~~'~W ~"P., ~EW'~~E CE~~W~' CQ{~MESS80~N ~~P~~~S APR ~8, 207 COMMONWEALTH OF PENNSYLVANIA COUNTY OF CUMBERLAND On this, the ~= day of ~-~~,~~=C~--l! ~' ~~~~ ,before me the undersigned officer, personally appeared S. Kathe ' e Guy, who acknowledged that she executed the foregoing instrument for the purposes therein contained. IN ~JVITRTESS ~'VII1/RE0>~, I have hereunto set my hand and official seal. r ,~ ~' ~~ C f ,, Notary Publi~C My Commission Expires: h~akPl~'. ~~~~~~~ ~ t~~~1~K ~1,~~~~~,~, W~~~P~ P~~'ElC 6L~6P ~%':lt~Yi~74Z~~~u~ Eh,~~3'L~s~`,~ f~ak'~ GGif f ~w'~ Comprehensive Transfer ~oeument Pabe 3 ~~{ ..~, THE HAROLD P. GUY CREDIT SHELTER TRUST BEGINNING BASIS JANUARY 21, 2011 Item Quantity Description 1 Symbol Open Date Unit Cost Cost Amount 1 CASH 1 /21 /11 82,787.59 2 25.0000 ABBOTT LABORATORIES ABT 1/21/11 47.9900 1,199.75 3 450.0000 AEGON N V AEG 1/21/11 7.2500 3,262.50 4 434.5000 ALCATEL-LUCENTADR ALU 1/21/11 3.2649 1,418.64 5 620.0000 ALPHA NATURAL RESOURCES ANR 1/21/11 56.6550 35,126.10 6 300.0000 AMER SCIENCE&ENGNRNG INC ASE( 1/21/11 84.0200 25,206.00 7 50.0000 APACHE CORP COMMON APA 1/21/11 124.8300 6,241.50 8 14.0000 ARCHER-DANIELS-MIDLND CO ADM 1/21/11 33.6250 470.75 9 50.0000 ARROWHEAD RESEARCH CORP ARWR 1/21/11 0.8900 445.00 10 500.0000 AT & T I NC T 1 /21 /11 28.3549 14,177.49 11 2302.0370 BANK OF AMERICACORP BAC 1/21/11 14.4650 33,298.97 12 100.0000 BHP BILLITON LTD BHP 1/21/11 88.4100 8,841.00 13 100.0000 CAMECO CORP CCJ 1/21/11 38.6400 3,864.00 14 1000.0000 CAPITAL SR LIVING CORP CSU 1/21/11 7.1000 7,100.00 15 100.0000 CISCO SYSTEMS INC CSCO 1/21/11 20.8300 2,083.00 16 30.5000 CITIGROUP INC NEW C 1/21/11 48.7498 1,486.87 17 468.6630 COMCAST CORP NEW CLA CMCSA 1/21/11 23.5200 11,022.96 18 890.5000 CONOCOPHILLIPS COP 1/21/11 67.4950 60,104.30 19 150.0000 DISNEY WALT COMPANY DIS 1/21/11 39.6100 5,941.50 20 5.5000 DU PONT E.I. DE NEMOURS DD 1/21/11 48.5654 267.11 21 1230.0000 FLUOR CORP (NEW) FLR 1/21/11 71.2350 87,619.05 22 9.0000 FRONTIER COMMUNICATIONS FTR 1/21/11 9.2055 82.85 23 500.0000 GUANGSHEN RY LTD GSH 1/21/11 20.3950 10,197.50 24 150.0000 HOLLY ENERGY PARTNERS LP HEP 1/21/11 51.0550 7,658.25 25 20.0000 HOSPIRA INC HSP 1/21/11 55.6050 1,112.10 26 4645.0000 INTEL CORP INTC 1/21/11 20.9300 97,219.85 27 400.0000 INTERNATIONAL PAPER CO IP 1/21/11 28.0550 11,222.00 28 50.0000 (SHARES MSC( SAFE VALUE EFV 1/21/11 52.7900 2,639.50 29 132.5000 (SHARES RUSSELL MIDCAP IWR 1/21/11 103.0200 13,650.15 30 375.0000 (SHARES TR IWB 1/21/11 71.4150 26,780.63 31 100.0000 (SHARES TR -RUSSELL IWW 1/21/11 86.9900 8,699.00 THE HAROLD P. GUY CREDIT SHELTER TRUST BEGINNING BASIS JANUARY 21, 2011 Item Quantity Description 1 Symbol Open Date Unit Cost Cost Amount 32 400.0000 KRAFT FOODS INC CLA KFT 1/21/11 31.1900 12,476.00 33 100.0000 LEUCADIA NATIONAL LUK 1/21/11 31.6100 3,161.00 34 15028.1840 LORD ABBETT ~' LSDAX 1/21/11 15.5899 234,287.89 35 587.5000 M & T BANK CORP MTB 1/21/11 86.9150 51,062.57 36 130.0000 NEWMONT MINING CORP NEW NEM 1/21/11 55.6150 7,229.96 37 200.0000 PFIZER INCORPORATED PFE 1/21/11 18.2750 3,655.00 38 350.0000 POWERSHARES WILDERHILL PUW 1/21/11 28.1250 9,843.75 39 150.0000 PROCTER & GAMBLE CO PG 1/21/11 65.7350 9,860.25 40 14.5000 PROLOGIS INC PLD 1/21/11 33.1303 480.39 41 248.0000 PRUDENTIAL FINANCIAL INC PRU 1/21/11 61.3300 15,209.84 42 100.0000 QEP RESOURCES INC QEP 1/21/11 38.0800 3,808.00 43 100.0000 QUESTAR CORP STR 1/21/11 17.9650 1,796.50 44 500.0000 QUIDEL CORP QDEL 1/21/11 12.9750 6,487.50 45 238.0850 T ROWE PRICE HEALTH ~' PRHSX 1/21/11 30.9300 7,363.97 46 2191.0490 T ROWE PRICE INTL FDS ~" PRITX 1/21/11 14.2600 31,244.36 47 24.2580 T ROWE PRICE INTL FDS ~" PRESX 1/21/11 15.3800 373.09 48 2250.9490 T ROWS PRICE INTL FDS ~* PRASX 1/21/11 18.6800 42,047.73 49 653.7260 T ROWE PRICE SCIENCE &~` PRSCX 1/21/11 27.7500 18,140.90 50 1312.5480 T ROWE PRICE SMALL CAPS` OTCFX 1/21/11 34.1700 44,849.77 51 6280.3240 T ROWE PRICE TAX FREE ~" PRTAX 1/21/11 9.3500 58,721.03 52 1500.0000 TESORO CORPORATION TSO 1/21/11 18.0800 27,120.00 53 100.0000 TSAKOS ENERGY NAVIGATION TNP 1/21/11 9.4900 949.00 54 200.0000 UNION PACIFIC CORP _ UNP 1/21/11 95.2250 _ _ 19,045.00 55 320.0000 URS CORP NEW URS 1/21/11 42.0400 13,452.80 56 300.0000 VALE S AADR VALE 1/21/11 35.8300 10,749.00 57 37.5000 VERIZON COMMUNICATIONS VZ 1/21/11 34.9650 1,311.19 58 518.0000 VODAFONE GROUP PLC VOD 1/21/11 28.2900 14,654.22 59 146.0000 WATSON PHARMACEUTICALS WPI 1/21/11 53.6850 7,838.01 GRAND TOTAL ~_~ _ 1,228,444.63 :3 ,' ~-, STATEMENT PERIOD PAGE DEC.30-JAN.28,2011 1 OF 3 00 0 04331M NM 017 33119 HAROLD P GUY S KATHERINE GUY 1036 PETERSBURG RD BOILING SPRINGS PA 17007-9511 SELECTED ACCOUNT SUMMARY ACCOUNT ACCOUNT INTEREST EARNED MATURITY ENDING TYPE NUMBER YEAR-TO-DATE DATE BALANCE M8T CLASSIC CHECKING W/INTEREST M8T MARKET ADVANTAGE TOTAL DEPOSITS 000009843927147 015004218032312 0.08 2.24 9,338.51 27,234.96 36,573.47 ACCOUNT HAROLD P GUY M&T CLASSIC CHECKING W/INTEREST TrrLE s KATHERINE GuY ACCOUNT N0. 9843927147 MT HOLLY SPRINGS INTEREST EARNED FOR STATEMENT PERIOD 0.07 ACCfll1NT Sl1MMARY BEGINNING BALANCE DEPOSITS 8 OTHER ADDITIONS CHECKS PAID OTHER SUBTRACTIONS CURRENT INTEREST PD ENDING BALANCE N0. AMOUNT N0. AMOUNT N0. AMOUNT 8,119.39 1 2,214.01 9 994.97 0 0.00 0.08 9,338.51 AC'rf111NT Af'TTVTTY PCSTi~Yv DATE _ TRANSACTION DESCRIPTION DEYOSITS,INTEREST 8 OTHER ADDITIONS CHECKS 8 OTHER Sl1BTRACTIONS DAILY BALANCE 12-30-10 BEGINNING BALANCE 58,119.39 12-30-10 CHECK NUMBER 0388 100.00 8,019.39 12-31-10 CHECK NUMBER 0408 200.00 7,819.39 01-03-11 DEPOSIT 2,214.01 10,033.40 01-04-11 CHECK NUMBER 0401 200.00 9,833.40 01-07-11 CHECK NUMBER 0410 150.00 9,683.40 01-10-11 CHECK NUMBER 0406 250.00 9,433.40 01-21-11 CHECK NUMBER 0412 46.00 9,387.40 01-25-11 CHECK NUMBER 0414 24.00 9,363.40 01-26-11 CHECK NUMBER 0413 18.97 9,344.43 01-28-11 INTEREST PAYMENT 0.08 01-28-11 CHECK NUMBER 0411 6.00 9,338.51 ENDING BALANCE 59,338.51 LOOSA (6107) _~~'~' ~. STATEMENT PERIOD PAGE DEC.30-JAN.28,2011 2 OF 3 HAROLD P GUY S KATHERINE GUY CHECKS PAID SUMMARY 388 12-30-10 100.00 401* 01-04-11 200.00 406* 01-10-11 250.00 408* 12-31-10 200.00 410* 01-07-11 150.00 411 01-28-11 6.00 412 01-21-11 46.00 413 01-26-11 18.97 414 01-25-11 24.00 ANNUAL PERCENTAGE YIELD EARNED = 0.00 EFFECTIVE DECEMBER 31,2010 THROUGH DECEMBER 31,2012, FDIC COVERAGE WILL BE UNLIMITED ON NON-INTEREST BEARING ACCOUNTS. ACCOUNTS THAT EARN OR ARE ELIGIBLE TO EARN INTEREST WILL BE COVERED UP TO $250,000 PER DEPOSITOR. ACCOUNT HAROLD P GUY M&T MARKET ADVANTAGE TITLE s KATHERINE Guv ACCOUNT N0. 15004218032312 MT HOLLY SPRINGS INTEREST EARNED FOR STATEMENT PERIOD 2.23 A(`f`f111MT CIIMMADV BEGINNING BALANCE'' DEPOSITS & OTHER ADDITIONS WITHDRAWALS 8 OTHER 'SUBTRACTIONS CURRENT INTEREST PAID ENDING BALANCE N0. AMOUNT NO. AMOUNT 27,232.72 0 0.00 0 0.00 2.24 27,234.96 Af`f`f111MT Af TT\/TTV POSTING DATE' TRANSACTION-DESCRIPTION DEPOSITSINTEREST & OTHER ADDITIONS W/DRAWALS 8 OTHER <SUBTRACTIONS DAILY -BALANCE 12-30-10 BEGINNING BALANCE 527,232.72 01-28-11 INTEREST PAYMENT 2.24 27,234.96 ENDING BALANCE 527,234.96 ANNUAL PERCENTAGE YIELD EARNED = 0.09 ~r ~ X40 L008A (6/07) F~ ~E~' ~ TILES' ATTORhTEY S-AT-LA W 5 SOUTH HANOVER STREET CARLISLE, PENNSYLVANIA 17013-3385 Telephone: (717) 243-5838 Facsimile: (7171243-6441 Of Counsel: ROBERT M. FREY STEPHEN D. TILEY ROBERT G. FREY DISCLAIMER TO: Harold P. Guy and S. Katherine Guy Revocable Trust, Pursuant to Agreement Dated February 2, 2004 FROM: S. Katherine Guy, Surviving Spouse DATE: February 23, 2011 RE: Partial Disclaimer Pursuant to Section 3.01 Of Trust Agreement Harold P. Guy passed away on January 21, 2011. Section 3.01 of the Harold P. Guy and S. Katherine Guy Revocable Trust by Agreement dated February 2, 2004 gives S. Katherine Guy, as surviving spouse, the right to disclaim to a credit shelter trust all or a portion of the revocable trust assets. Pursuant to that Section 3.01, S. Katherine Guy does hereby disclaim to the Harold P. Guy Credit Shelter Trust one-half of the assets of the Harold P. Guy and S. Katherine Guy Revocable Trust by Agreement dated February 2, 2004, as of the date of death of Harold P. Guy, to wit: January 21, 2011, excluding the house at 1036 Petersburg Road, South Middleton Township, Cumberland County, Pennsylvania, its contents, any motor vehicles, and the funds in the Trust's checking and savings accounts at M&T Bank, 100% of which excluded property remains in the Revocable Trust and does not pass to the Credit Shelter Trust. The house at 1036 Petersburg Road, South Middleton Township, Cumberland County, Pennsylvania, its contents, any motor vehicles, and the funds in the checking and savings accounts at M &T Bank, plus one-half of the remaining assets, shall remain in the aforementioned Revocable Trust with S. Katherine Guy as the sole Trustee. The other assets shall be transferred to the Partial Disclaimer Pursua~u to Section 3.01 of Trust Agreement Page 1 of 2 Credit Shelter Trust with S. Katherine Guy, l~iichael VV. Guy, and Pauline J. Rader, as Ca-Trustees, pursuant to /article Three of the said Revocable Trust. ft~ ~~t'ETE~ESS la*1dHEE~EC}F, the undersigned S. KATHRINE GUY executes this disclaimer with intent to be legally bound hereby, effective as of the date of death of Harold P. Guy, to wit: January 21, 2011. S. KATHERINE GUY ~ 1036 Petersburg Road Boiling Springs, PA 17007 SKG/tl Partial Disclaimer Pursuant to Section 3.01 of Trust Agreeme»~t Page 2 of 2 Penalty and Interest Calculations CALCULATION DATES- 10/21/2011 TO 6/29/2012 TAX DEFICIENCY $ 54,847.70 CALCULATED INTEREST $ 1,133.37 BALANCE AS OF 6/29/2012 $ 55,981.07 Start Over