Loading...
The URL can be used to link to this page
Your browser does not support the video tag.
Home
My WebLink
About
10-22-12 (2)
DANEROS STRATFORD TRUST June ~, 2012 ~_-, ; z ~~~ c7 -}..; --~ „ ~ c; ~ lAW OFFICES r : ~1 ~~-_. ~ T~ "`' ~-~- -{ T'' ~' KEYSTONE ELDER LAW P C -~' "' = . . ~J f"~ ,+l .r.,~ 555 GETTYSBURG PIKE, SUITE C-100 n'-~ -~~ ~°~; _- ~+~ MECHANICSBURG, PENNSYLVANIA 17055-5204 ©=~ - ~' ~'~ ~ ~ (717) 697-3223 ~ 3~ %~ ~ C:C: ~ Y (fib Power to Remove and Appoint Trustees The Trust Protector may remove any Trustee of a trust created under this agreement. Whenever the office of Trustee of a trust is vacant and no successor Trustee is effectively named, the Trust Protector may appoint an individual or a corporate fiduciary to serve as Trustee. No Trust Protector may be self-appointed as a Trustee and may not simultaneously serve as both Trust Protector and Trustee. (g) Good Faith Standard Imposed The authority of the Trust Protector is conferred in a nonfiduciary capacity, and the Trust Protector is not liable for any good-faith act, omission, or forbeazance. The Trust Protector will be reimbursed promptly for any costs incurred in defending or settling any claim brought against the Trust Protector in the capacity as Trust Protector, unless it is conclusively established that the act, omission, or forbeazance was motivated by an actual intent to harm the beneficiaries of the trust or was an act of self-dealing for personal benefit. (h) Power to Amend The Trust Protector may amend any provision of this agreement as it applies to any trust for which the Trust Protector is serving to do any of the following: (i) alter the administrative and investment powers of my Trustee; (ii) correct ambiguities, including scrivener errors, that might otherwise require court construction or reformation; and (iii) reflect tax or other legal changes that affect trust administration. Any amendment made by the Trust Protector to correct a scrivener's error in accordance with this Section is effective as of the original date of the trust. Any other amendment made by the Trust Protector as authorized above is effective as of the date of the trust, or the date of the amendment, in the sole and absolute discretion of the Trust Protector. The decision of the Trust Protector as to the effective date of any such amendment must be set forth in the amendment. Notwithstanding the foregoing, the Trust Protector may not amend this agreement in any manner that would make trust corpus or income available to DaneRos Stratford for Medicaid eligibility or Medicaid estate recovery purposes. Further, the Trust Protector may not limit or alter the rights of a beneficiary in any trust assets held by the trust before the amendment, nor may the Trust Protector remove or add any individual or entity as a beneficiary of trust assets. li R 7 Any amendment made by the Trust Protector must be in a signed written instrument. The Trust Protector must provide notice of the amendment as provided in paragraph (n) below, along with a copy of the amendment. (i) Not a General Power of Appointment The Trust Protector may not participate in the exercise of a power or discretion conferred under this agreement that would cause the Trust Protector to possess a general power of appointment within the meaning of Sections 2041 and 2514 of the Internal Revenue Code. Specifically, the Trust Protector may not use such powers for his or her personal benefit, nor for the discharge of his or her financial obligations. (j) Release of Powers The Trust Protector, acting on its own behalf and on behalf of all successor Trust Protectors, may at any time, by a written instrument delivered to my Trustee, irrevocably release, renounce, suspend, or reduce any or all powers and discretions conferred on the Trust Protector by this agreement. (k) No Duty to Monitor The Trust Protector has no duty to monitor or supervise any Trustee or trust created under this agreement. Further, the Trust Protector has no duty to be informed as to the acts or omissions of others or to take any action to prevent or minimize loss. Any exercise or non-exercise of the powers and discretions granted to the Trust Protector is in the sole and absolute discretion of the Trust Protector. Compensation Any Trust Protector serving under this agreement is entitled to receive reasonable compensation for services as determined by my Trustee. The Trust Protector is entitled to reimbursement for all expenses incurred in the performance of its duties as Trust Protector, including travel expenses. Serving in the capacity of Trust Protector does not prevent the Trust Protector from also providing legal, investment or accounting services on behalf of the trust or the trust beneficiaries. If the Trust Protector is providing professional services, the Trust Protector may charge its typical fees for professional services, and may also be compensated for its services as Trust Protector. (m) Right to Examine The books and records of each trust created under this agreement, including all documentation, inventories and accountings, must be open and available for inspection by the Trust Protector at all reasonable times. (n) Notice Unless otherwise specified, when notice is required by a provision of this Section, notice must be given in a signed written instrument delivered to 8 the following or the personal representative of the following, to the extent practicable: (i) me; (ii) DaneRos Stratford; (iii) the Advocate named in Article Four; and (iv) the Trustee then serving. Article Four DaneRos Stratford's Advocate Section 4.01 Employment of Advocate My Trustee may employ or retain the services of a qualified caze manager, an attorney, or other person as an Advocate for DaneRos Stratford's benefit. The Advocate shall provide advisement concerning DaneRos Stratford's needs, rights, and entitlement to public benefits. Section 4.02 Requirements for Advocate If a caze manager is employed or retained as the Advocate, he or she shall be a qualified professional who is familiaz with public benefits rules and regulations and the developmental needs of persons with disabilities similaz to DaneRos Stratford's. If a person other than a Gaze manager is employed or retained as the Advocate, he or she shall be a professional who has demonstrated experience providing advocacy assistance and/or legal representation to persons with disabilities similar to DaneRos Stratford's, with respect to entitlements to public benefits. The Advocate shall be responsible for making recommendations as to what discretionary distributions should be made for needs not covered by public benefits, as well as recommendations concerning distributions otherwise covered by public benefits, including, but not limited to, payment for supplemental medical and therapeutic Gaze, education and habilitation services, attendant care services whenever the need arises, residential services, and daily support services. Section 4.03 Compensation of Advocate The Advocate shall be entitled to fair and reasonable compensation for services rendered. The amount of compensation shall be equal to the customary and prevailing chazges for services of a similar nature during the same period of time and in the same geographic locale. The Advocate shall be reimbursed for the reasonable costs and expenses incurred carrying out its fiduciazy duties under this agreement. 9 Section 4.04 Resignation of Advocate Any Advocate may resign by giving thirty days' written notice to my Trustee and to DaneRos Stratford. Such resignation shall be made in writing, duly signed and delivered personally or mailed postage prepaid, certified mail, return receipt requested. If DaneRos Stratford is legally incapacitated, notice shall be given to his parent or legal guardian. Article Five Definition of DaneRos Stratford's Supplemental Needs Section 5.01 Supplemental Needs Considerations As used in this document, "supplemental needs" refers to the requisites for maintaining DaneRos Stratford's comfort and happiness when, in the sole and absolute discretion of my Trustee, such requisites are not being provided by any Federal, state, county, city, or other governmental entity or by any private agency. DaneRos Stratford may have basic needs, such as medical care, vision care, dental care, attendant care, support services, supplemental health care, and related therapeutic care, for which governmental assistance programs may not otherwise provide. The intent of this trust is to create a fund used to supplement, not supplant, impair, or diminish any benefits or assistance of any Federal, state, county, city, or other governmental entity for which DaneRos Stratford may otherwise be eligible, or which he may be receiving. My Trustee is directed to consider these basic living needs when making distributions. Section 5.02 Examples of Medical Needs DaneRos Stratford may have basic needs such as medical and dental care, psychological and psychiatric support services, including psychotherapy, attendant support services, supplemental health care, plastic surgery, and other care for which public benefit assistance programs may not provide. "Supplemental needs" includes, but is not limited to, occupational therapy, physical therapy and speech therapy not covered by public benefits, medical and dental expenses, annual independent checkups, equipment, programs of training, education, treatment and rehabilitation, eye glasses, and essential supplementary dietary needs, when appropriate. Regular medical checkups and general preventive health care including annual vision and semi-annual dental checks should be encouraged and provided as part of DaneRos Stratford's "supplemental needs." I specifically want DaneRos Stratford to be periodically evaluated by medical professionals to ensure that he maintains the best possible health and well-being. This should include annual behavioral evaluations, as appropriate, as well as annual exams by DaneRos Stratford's primary care physician. I wish for my Trustee to authorize expenditures not covered by public benefits, related to identifying, diagnosing and treating any condition DaneRos Stratford may develop, so t w 10 that he can maintain optimal overall functioning and minimize the need for hospitalization whenever possible. Section 5.03 Examples of Residential Needs My Trustee should consider distributions for such things as residential expenses beyond basic rent costs, including furnishings, utilities (other than gas, electricity, garbage collection and water), telephone, internet and television service. In order to claim homestead exemption rights under Pennsylvania law, DaneRos Stratford has the right to use, possess, and occupy any real property that may be owned by the trust. DaneRos Stratford's interest in such real property will be construed so as to qualify as homestead property. DaneRos Stratford currently resides in the real property located at 27 E. Willow Terrace Drive, Mechanicsburg, Pennsylvania. It is DaneRos Stratford's intention that in the event the aforementioned property is transferred into this trust it will in no way diminish the property's status as Homestead property under Pennsylvania's Homestead laws. My Trustee must take any and all actions necessary to maintain the status of the property located at 27 E. Willow Terrace Drive, Mechanicsburg, Pennsylvania as Homestead property, including any successor property which may qualify as DaneRos Stratford's Homestead under Pennsylvania law. As long as any home or residence is part of my trust, my Trustee may pay from my trust any and all expenses related to the property and must keep the property in good repair. Authorized expenses include, but are not limited to, taxes, assessments, homeowner association charges, utility charges, fire and other insurance premiums, interest and amortization payments, yard maintenance, and repairs and all costs of maintenance and upkeep of the dwelling (including capital expenditures, such as a new roof, replacement of plumbing, air conditioning and heating systems, and major appliances). My Trustee may require other occupants to contribute to the cost of utilities, groceries and other such items as my Trustee deems necessary and appropriate under the circumstances. Section 5.04 Examples of Social Needs "Supplemental needs" may include specialized classes, camping trips, vacations, athletic contests and events, movies, cultural events, payments for a companion or attendant, and other items to enhance DaneRos Stratford's self-esteem or situation. "Supplemental needs" may also include equipment to enhance DaneRos Stratford's participation in such activities, for example, electronic equipment (such as radios, television sets, compact discs, digital video disks, and computer equipment), camping equipment, books, video and audio tapes, and athletic equipment. In addition, my Trustee should consider distributions for such things as transportation (including vehicle purchase and maintenance); companions for travel and other expenses related to leisure, recreation, and cultural enrichment; personal care, exercise classes or equipment, and membership fees for clubs and associations. 11 Section 5.05 Examples of Education and Vocational Training Needs "Supplemental needs" may also include, but not be limited to, vocational and educational training or services not provided by any public benefits or local, state, or federal governmental agencies. Section 5.06 Examples of Professional Service Needs "Supplemental needs" may include professional services rendered for DaneRos Stratford's benefit, including, but not limited to, the legal services associated with the prepazation, execution, funding, administration and termination of this trust, as well as ongoing fiduciazy, legal, accounting, bookkeeping and other services as may be necessary or appropriate for my Trustee in administering this Trust for DaneRos Stratford's benefit. Article Six Distributions During DaneRos Stratford's Lifetime Section 6.01 Distributions of Income and Principal My Trustee will collect income and, after deducting all chazges and expenses attributed thereto, may apply for DaneRos Stratford's benefit, in-kind, or in cash, so much of the income and principal (even to the extent of the whole) as my Trustee deems advisable in my Trustee's sole and absolute discretion, subject to the limitations set forth below. My Trustee must add the balance of net income not paid or applied to the principal of the Trust. (a) Maximize Benefits Consistent with my trust's purpose, before expending any amounts from the net income and/or principal of this trust, my Trustee must consider the availability of all benefits from government or private assistance programs for which DaneRos Stratford may be eligible. My Trustee, where appropriate and to the extent possible, must endeavor to maximize the collection and facilitate the distribution of these benefits for DaneRos Stratford's benefit. (b) No Reduction in Benefice None of the income or principal of this trust may be applied in such a manner as to supplant, impair or diminish any governmental benefits or assistance for which DaneRos Stratford may be eligible or which DaneRos Stratford may be receiving. (c) No Assignment Under no circumstances may DaneRos Stratford have the power to assign, encumber, direct, distribute or authorize distributions from this trust. 12 (d) Distributions for DaneRos Stratford's Benefit When making distributions for DaneRos Stratford's benefit, my Trustee is not required to take into consideration the interests of the remainder beneficiaries. In my Trustee's sole and absolute discretion, the entire trust corpus may be consumed for DaneRos Stratford's benefit to the exclusion of the remainder beneficiaries. (e) Supplemental Needs Trust Savings Clause Notwithstanding the provisions of any Article herein to the contrary, in the event that this trust is challenged or faces imminent invasion by any governmental department or agency in such a way as to affect DaneRos Stratford's eligibility for benefits available under any governmental program, my Trust Protector is empowered to amend this trust so as to maintain DaneRos Stratford's eligibility for benefits under such governmental program. Section 6.02 No Seeking of Order to Distribute Under no circumstances may trust principal be subject to any court-directed invasion pursuant to the laws of the Commonwealth of Pennsylvania or any other state. For purposes of determining DaneRos Stratford's Medical Assistance eligibility, or eligibility for any other service provided under Pennsylvania's Medicaid program, no part of the principal or undistributed income of the Trust Estate will be considered available to him. My Trustee may, in my Trustee's sole and absolute discretion, take necessary administrative or legal steps to protect DaneRos Stratford's Medical Assistance eligibility, or eligibility for any other service provided under Pennsylvania's Medicaid program, including obtaining a ruling from a court of competent jurisdiction that the trust principal is not available to DaneRos Stratford for purposes of determining such eligibility. Expenses for this purpose, including reasonable attorney fees, will be a proper charge to the Trust Estate. Section 6.03 Limited Authority to Lend to DaneRos Stratford My Trustee may lend funds to DaneRos Stratford in order to pay for the equipment, medication, or services that my Trustee believes that Medical Assistance could provide if the trust did not exist, and may take an assignment of DaneRos Stratford's claim against Medical Assistance as partial security for such loan. Section 6.04 Commingling of Property Prohibited Under no circumstances may DaneRos Stratford have any ownership interest whatsoever in the assets of this trust. Therefore, my Trustee may not permit DaneRos Stratford to commingle his funds not belonging to the trust with trust property. Specifically, my Trustee may not accept or commingle any earnings or public benefits payable to DaneRos Stratford. Under no circumstances may a representative payee for DaneRos 13 Stratford's Supplemental Security Income, or other benefits administered by the Social Security Administration cause those funds to be commingled with this trust agreement. No property interests assigned, conveyed, or delivered to my Trustee that DaneRos Stratford has any vested ownership interest in may be acceptable to my Trustee. This includes, but is not be limited to, any social security benefits of DaneRos Stratford's, inheritances where DaneRos Stratford has gained an ownership interest, property directed to this trust instrument by means of a disclaimer exercised by DaneRos Stratford, proceeds from a blocked account for DaneRos Stratford's benefit, or assets from a conservatorship or guardianship account of DaneRos Stratford's. In the event that a Trustee is also serving in any other fiduciary capacity on DaneRos Stratford's behalf, those activities will be independent from any actions taken with regard to this trust agreement. Section 6.05 Manner of Trust Distributions Prior to making distributions, I encourage, but do not require, my Trustee to seek the advice of an attorney experienced in making distributions for persons with disabilities similar to DaneRos Stratford's. If DaneRos Stratford is receiving Supplemental Security Income, Medical Assistance benefits, or benefits through another similaz program that has income and/or resource limitations, my Trustee: (i) may not distribute cash directly to DaneRos Stratford; (ii) may not reimburse DaneRos Stratford directly for purchases he makes; (iii) may pay directly for services, provided DaneRos Stratford does not receive any assets as a result of such expenditure that can be converted to cash; and (iv) may distribute a gift certificate directly to DaneRos Stratford if the certificate is nontransferable and nonrefundable and cannot be converted to cash. Section 6.06 Residential Needs My Trustee may acquire and maintain a residence for DaneRos Stratford's residential needs, as an expense of the trust, and may pay all charges on any such residence, including but not limited to, taxes, assessments, homeowner association chazges, utility chazges, fire and other insurance premiums, interest and amortization payments, yazd maintenance, and repairs and all costs of maintenance and upkeep of the dwelling (including capital expenditures, such as a new roof, replacement of plumbing, air conditioning and heating systems, and major appliances). If my Trustee is maintaining a residence for DaneRos Stratford, I waive any obligation imposed by regulatory authorities to inspect and appraise such real estate. 14 Article Seven Provisions in the Event of Changed Circumstances Section 7.01 Discretionary Distributions if Existence of Trust Renders DaneRos Stratford Ineligible for Benefits Notwithstanding anything to the contrary contained in the other provisions of this trust, in the event the existence of this trust has the effect of rendering DaneRos Stratford ineligible for Social Security Disability payments (SSDI), Medicaid benefits, including any and all benefits administered by the Department of Public Welfare, Supplemental Security Income (SSI), or any other program of public benefits, my Trustee is authorized, in its sole and absolute discretion as follows: (i) to purchase assets or services which aze considered "exempt assets" for purposes of determining eligibility for those benefits and distribute those assets to DaneRos Stratford; and (ii) to terminate the trust and distribute the undistributed income and principal of the trust to Byron D. Shafer. It is my wish that Byron D. Shafer will conserve, manage and distribute the proceeds of the former trust estate for DaneRos Stratford's benefit to insure that he receives sufficient funds for his basic living needs when public assistance benefits are unavailable or insufficient. This request pertaining to the management of trust proceeds after the termination of the trust is precatory, not mandatory.. In determining whether the existence of this trust has the effect of rendering DaneRos Stratford ineligible for Social Security Disability payments (SSDI), Medicaid benefits, including any and all benefits administered by the Department of Public Welfare, Supplemental Security Income (SSI), or any other program of public benefits, my Trustee is hereby granted sole and absolute discretion to initiate either administrative or judicial proceedings, or both, for the purpose of determining eligibility. All costs relating thereto, including reasonable attorney's fees, will be a proper charge to the trust estate. Article Eight Administration of the DaneRos Stratford Trust Upon DaneRos Stratford's Death Upon DaneRos Stratford's death, all of the trust property not previously distributed pursuant to prior Articles of this agreement will be administered as provided in this Article. Section 8.01 Reimbursement Prohibited My Trustee may not make payments for expenses incurred prior to DaneRos Stratford's death if my Trustee determines, in my Trustee's sole and absolute discretion, that the payments aze the obligation of any county, state, federal or other governmental agency 15 that has a legal responsibility to serve persons with disabilities that are the same as or similar to DaneRos Stratford's. Section 8.02 Distribution of Remaining Trust Property My Trustee will distribute the remaining trust property as specified in this Section 8.02. However, if at the time of distribution a beneficiary is a Supplemental Needs Person, then my Trustee will hold and administer the beneficiary's share as a supplemental needs trust under the same terms as this trust (substituting the beneficiary for DaneRos Stratford). Further, if at the time of distribution a beneficiary is not a Supplemental Needs Person, but is incapacitated or under the age of 25, then the beneficiary's share will be held or distributed pursuant to the terms of Article Ten. My Trustee will distribute the remaining trust property to BYRON D. SHAPER. Article Nine Remote Contingent Distribution If, at any time, there is no person or entity then qualified to receive final distribution of the trust property or any part of it under the foregoing provisions of this agreement, then the portion of the trust property with respect to which such failure of qualified recipients has occurred shall be distributed to Byron D. Shafer. If he is deceased then all of the trust property shall be distributed to his descendants, per stirpes, and if none, to those persons, except for my wife, WALTRAUD M. STRATFORD, who would inherit it had I then died intestate owning the property, as determined and in the proportions provided by the laws of Pennsylvania then in effect. Article Ten Administration of Trusts for Underage and Incapacitated Beneficiaries Section 10.01 Distributions for Underage and Incapacitated Beneficiaries If under another provision of this agreement any part of the trust property is directed to be distributed outright, or if a distribution is required to be made, to a person, other than DaneRos Stratford, when that person has not yet attained the age of 25 years, or at a time when that person is incapacitated and in the opinion of my Trustee is unable to manage the distribution properly, my Trustee may distribute or retain the trust property in any one or more of the following methods described in this Article. However, if at the time of distribution a beneficiary is a Supplemental Needs Person, my Trustee shall hold and administer such share as a supplemental needs trust under the same terms as this trust (substituting the beneficiary for DaneRos Stratford). 16 I request, but do not require, that before making a distribution to a beneficiary, my Trustee, to the extent that it is both reasonable and possible, consider the behavior of the beneficiary with regard to his or her disposition of prior distributions of trust property. Section 10.02 Methods of Distribution My Trustee may distribute or retain trust property in any one or more of the following methods for the benefit of any beneficiary subject to the provisions of this Article: (a) Distribution to the Beneficiary My Trustee may distribute trust property directly to the beneficiary. (b) Distribution to Guardian or Conservator or Family Member My Trustee may distribute trust property to the beneficiary's guardian, conservator, parent or a family member or other person who has assumed the responsibility of caring for the beneficiary. (c) Distribution to Custodian My Trustee may distribute trust property to any person or entity, including my Trustee, as custodian for the beneficiary under the Uniform Transfers to Minors Act, or similar statute. (d) Distribution to Other Persons or Entities My Trustee may distribute trust property to other persons and entities for the use and benefit of the beneficiary. (e) Distribution to Agent under Durable Power of Attorney My Trustee may distribute trust property to an agent or attorney-in-fact authorized to act for the beneficiary under a legally valid durable power of attorney executed by the beneficiary prior to the incapacity. (f) Retention in Trust My Trustee may retain trust property in a separate trust for the benefit of the beneficiary until the beneficiary attains 25 years of age or, in the opinion of my Trustee, is no longer incapacitated (as the case may be). My Trustee shall distribute as much of the net income and principal of any trust created under this subsection that my Trustee deems necessary or advisable for the health, education, maintenance or support of the beneficiary for whom the trust was created. My Trustee shall accumulate any undistributed net income and add such income to principal. When the beneficiary for whom a trust is created under this subsection attains 25 years of age or is no longer incapacitated (as the case may be), the beneficiary may withdraw from the trust at any time or times any portion or all of the accumulated trust income and principal. The beneficiary for whom a trust is created (other than a supplemental needs trust beneficiary) under this subsection shall have the testamentary 17 general power to appoint all or any portion of the principal and undistributed income remaining in the beneficiary's trust at his or her death among one or more persons or entities, including the creditors of the beneficiary's estate. The beneficiary shall have the sole and exclusive right to exercise this general power of appointment. I intend that this testamentary power of appointment be a general power of appointment as defined in Section 2041 of the Internal Revenue Code. If the beneficiary fails to validly exercise this testamentary general power of appointment, my Trustee shall distribute the balance of his or her trust property to the beneficiary's descendants, per stirpes. If the beneficiary has no then-living descendants, my Trustee shall distribute the beneficiary's remaining trust property per stirpes to the descendants of the beneficiary's nearest lineal ancestor who was my descendant or if no such descendants are then living, to my descendants, per stirpes. If I have no then-living descendants, my Trustee shall distribute the remaining trust property as provided in Article Nine. Section 10.03 Application of Article Any decision made by my Trustee under this Article shall be final, controlling and binding upon all beneficiaries subject to the provisions of this Article. Article Eleven Trust Administration Section 11.01 Distributions to Beneficiaries Whenever this agreement authorizes or directs my Trustee to make a distribution of net income or principal to a beneficiary, my Trustee may apply for the benefit of the beneficiary any property that otherwise could be distributed directly to the beneficiary. My Trustee shall have no responsibility to inquire into the beneficiary's ultimate disposition of the distributed property unless specifically directed otherwise by this agreement. My Trustee may make distributions in cash or in kind, or partly in each, in proportions and at values determined by my Trustee. My Trustee may allocate undivided interests in specific assets to a beneficiary or trust in any proportion or manner that my Trustee determines, even though the property allocated to one beneficiary may be different from that allocated to another beneficiary. My Trustee may make these determinations without regard to the income tax attributes of the property and without the consent of any beneficiary. 18 Section 11.02 No Court Proceedings This trust shall be administered expeditiously, consistent with the provisions of this agreement, free of judicial intervention, and without order, approval or action of any court. The trust shall be subject to the jurisdiction of a court only if my Trustee or another interested party institutes a legal proceeding. A proceeding to seek instructions or a court determination shall be initiated in the court having original jurisdiction over matters relating to the construction and administration of trusts. Seeking instructions or a court determination shall not subject this trust to the continuing jurisdiction of the court. I request that any questions or disputes that may arise during the administration of this trust be resolved by mediation and if necessary, arbitration in accordance with the Uniform Arbitration Act. Each interested party involved in the dispute (including my Trustee, if involved) shall select an arbiter and, if necessary to establish a majority decision, the arbiters selected shall select an additional arbiter. The decision of a majority of the arbiters selected shall control with respect to the matter. Section 11.03 No Bond No Trustee is required to furnish any bond for the faithful performance of the Trustee's duties, unless required by a court of competent jurisdiction and only if the court finds that a bond is needed to protect the interests of the beneficiaries. No surety will be required on any bond required by any law or rule of court, unless the court specifies that a surety is necessary. Section 11.04 Exoneration of My Trustee No successor Trustee is obligated to examine the accounts, records or actions of any previous Trustee. No successor Trustee shall be in any way or manner responsible for any act, omission, or forbearance on the part of any previous Trustee. Unless a Trustee has received notice of removal, the Trustee shall not be liable to me or to any beneficiary for the consequences of any action taken that would have been, but for the prior removal of the Trustee, a proper exercise by the Trustee of the authority granted to the Trustee under this agreement. Absent bad faith on the part of a Trustee, the Trustee is exonerated from any and all liability for the acts, omissions, and forbearances of my Trust Protector. Any Trustee may request and obtain from the beneficiaries, or from their legal representatives, agreements in writing releasing the Trustee from any liability that may have arisen from the Trustee's acts, omissions, and forbearances, and indemnifying the Trustee from liability for the acts, omissions, and forbearances. An agreement described in this paragraph, if acquired from all the living beneficiaries of the trust or from their legal representatives, shall be conclusive and binding upon all parties, born or unborn, who may have, or may in the future acquire, an interest in the trust. My Trustee may require a refunding agreement before making any distribution or allocation of trust income or principal and may withhold distribution or allocation pending determination or release of a tax lien or other lien. This refunding agreement provision shall not apply to any distribution that qualifies for the federal estate tax unlimited marital deduction or the federal estate tax charitable deduction. 19 Section 11.05 Trustee Compensation An individual serving as my Trustee shall be entitled, unless waived in writing, to fair and reasonable compensation for the services rendered as a fiduciary. A corporate fiduciary serving as my Trustee shall be compensated by agreement with an individual Trustee or, in the absence of an individual Trustee or in the absence of an agreement, in accordance with the corporate fiduciary's published schedule of fees in effect at the time the services are rendered. My Trustee may charge additional fees for services it provides that are not comprised within its duties as Trustee, such as fees for legal services, tax return preparation, and corporate finance or investment banking services. In addition to receiving compensation, my Trustee may be reimbursed for reasonable costs and expenses incurred in carrying out its duties under this agreement. Section 11.06 Employment of Professionals My Trustee may appoint, employ, and remove, at any time and from time to time, investment advisors, accountants, auditors, depositories, custodians, brokers, consultants, attorneys, expert advisers, agents, and employees to advise or assist my Trustee in the performance of its duties. My Trustee may act upon the recommendations of the persons or entities employed with or without independent investigation. My Trustee may reasonably compensate an individual or entity employed to assist or advise my Trustee, regardless of whether the person or entity shall be a Trustee of a trust established under this agreement or a corporate affiliate of a Trustee, and regardless of whether the entity shall be one in which a Trustee of a trust created under this agreement is a partner, member, stockholder, officer, director or corporate affiliate, or has any other interest. My Trustee may pay the usual compensation for services contracted for under this Section out of principal or income of the trust as my Trustee may deem advisable. My Trustee may pay compensation to an individual or entity employed to assist or advise my Trustee without diminution of or charging the same against the compensation to which my Trustee is entitled under this agreement. Any Trustee who shall be a partner, stockholder, officer, director or corporate affiliate in any entity employed to assist or advise my Trustee shall nonetheless receive my Trustee's share of the compensation paid to the entity. Section 11.07 Exercise of Testamentary Power of Appointment A testamentary power of appointment granted under this agreement may be exercised by valid will that specifically refers to the power of appointment. The holder of a testamentary power of appointment may exercise the power to appoint property among the permissible appointees in equal or unequal proportions, and on such terms and conditions, whether outright or in trust, as the holder of the power designates. The holder of a testamentary power of appointment may grant further powers of appointment to any person to whom principal may be appointed, including a presently exercisable limited or general power of appointment. 20 My Trustee may conclusively presume that any power of appointment granted to any beneficiary of a trust created under this agreement has not been exercised by the beneficiary if my Trustee has no knowledge of the existence of a valid will exercising the power within 30 days after the beneficiary's death. Section 11.08 Determination of Principal and Income The provisions of Pennsylvania law related to the allocation of principal and income shall govern beneficiaries' rights among themselves in matters concerning principal and income. If Pennsylvania law contains no provision concerning a particulaz item, my Trustee shall determine in a fair, equitable and practical manner what shall be credited, charged, and apportioned between principal and income. Section 11.09 Trust Accounting Except to the extent required by law, my Trustee is not required to file accountings in any jurisdiction. Upon the written request of an income beneficiary of a trust created under this agreement, my Trustee must render an accounting to the income beneficiazies of that trust during the accounting period that includes the date of the written request. The accounting must include the receipts, expenditures, and distributions from the trust for which the accounting is prepazed occurring during the accounting period. If a tax return is prepazed for a trust during a period for which a trust accounting is made, my Trustee's accounting must include a copy of that tax return. If there is no tax return prepared for the accounting period, my Trustee's accounting must include a balance sheet itemizing the trust property and my Trustee's reasonable estimation of the value of the assets held in the trust as of the date the accounting is completed. In the absence of fraud or manifest error, the assent by all income beneficiazies to a Trustee's accounting will make the matters disclosed in the accounting binding and conclusive upon all persons, including those living on the date of this agreement and those to be born in the future who have, or will in the future have, a vested or contingent interest in the trust property. In the case of an income beneficiary who is a minor or who is incapacitated, that beneficiary's natural guazdian or legal representative may give the assent required under this Section. A beneficiary may object to an accounting rendered by my Trustee only if the beneficiary gives written notice to my Trustee within 60 days after my Trustee renders the accounting. Any beneficiary who does not submit a written objection to the accounting is deemed to assent to the accounting. My Trustee must make the trust's financial records and documentation available to beneficiaries at reasonable times and upon reasonable notice for inspection by the beneficiaries. My Trustee is not required to furnish any information regarding my trust to anyone other than a beneficiary. My Trustee may exclude any information that my Trustee determines is not directly applicable to the beneficiary receiving the information. 21 Section 11.10 Action of Trustees; Disclaimer Unless otherwise specified, if two Trustees are eligible to act with respect to a given matter, the concurrence of both is required; if more than two Trustees are eligible to act with respect to a given matter, the concurrence of a majority of the Trustees is required. If my Trustees are unable to concur with respect to a matter as to which they have joint powers, I request that the matter be settled by mediation and if necessary, arbitration in accordance with the Uniform Arbitration Act. Each of my Trustees shall select an arbiter and, if necessary to establish a majority decision, the arbiters so selected shall select an additional arbiter. The decision of a majority of the arbiters so selected shall control with respect to the matter. A nonconcurring Trustee may dissent or abstain from a decision of the majority. A Trustee shall be absolved from personal liability by registering its dissent or abstention in the records of the trust. After doing so, the dissenting Trustee shall then act with my other Trustees in any way necessary or appropriate to effectuate the decision of the majority. Notwithstanding any provision of this agreement to the contrary, any Trustee may disclaim or release, in whole or in part, by an instrument in writing, any power it holds as Trustee, irrevocably or for any period of time that the Trustee may specify. The Trustee may make the relinquishment of a power personal to the Trustee or may relinquish the power for all subsequent Trustees. Section 11.11 Delegation of Trustee Authority; Power of Attorney Subject to the limitations set forth in Section 12.24, any Trustee may, by an instrument in writing, delegate to any other Trustee the right to exercise any power, including a discretionary power, granted to the Trustee in this agreement. During the time a delegation under this Section is in effect, the Trustee to whom the delegation was made may exercise the power to the same extent as if the delegating Trustee had personally joined in the exercise of the power. The delegating Trustee may revoke the delegation at any time by giving written notice to the Trustee to whom the power was delegated. My Trustee may execute and deliver a revocable or irrevocable power of attorney appointing any individual or corporation to transact any and all business on behalf of the trust. The power of attorney may grant to the attorney-in-fact all of the rights, powers, and discretion that my Trustee could have exercised. Section 11.12 Additions to Separate Trusts If on the termination of any separate trust created under this agreement a final distribution is to be made to a person for whom my Trustee then holds another separate trust created by me, my Trustee shall add the distribution to the other separate trust instead of being distributed outright. My Trustee shall treat the distribution for purposes of administration as though it had been an original part of the other separate trust. 22 Section 11.13 Authority to Merge or Sever Trusts My Trustee may merge and consolidate a trust created under this agreement with any other trust, if the two trusts contain substantially the same terms for the same beneficiaries and have at least one Trustee in common. My Trustee may administer the merged and consolidated trust as a single trust or unit. If, however, a merger or consolidation does not appear feasible, my Trustee may consolidate the assets of the trusts for purposes of investment and trust administration while retaining separate records and accounts for each respective trust. My Trustee may sever any trust on a fractional basis into two or more separate and identical trusts or may segregate a specific amount or asset from the trust property by allocation to a separate account or trust. The separate trusts may be funded on a non pro rata basis provided that funding is based on the total fair market value of the assets on the date of funding. Income earned on a segregated amount or specific asset after the segregation passes with the amount or asset segregated. My Trustee shall hold and administer each separate trust upon terms and conditions substantially identical to those of the trust from which it was severed. Subject to the terms of the trust, my Trustee may consider differences in federal tax attributes and other pertinent factors in administering the trust property of any separate account or trust, in making applicable tax elections, and in making distributions. A separate trust created by severance must be treated as a separate trust for all purposes from the date on which the severance is effective; however, the effective date of severance may be retroactive to a date before the date on which my Trustee exercises the power. Section 11.14 Merger of Corporate Fiduciary If any corporate fiduciary acting as my Trustee under this agreement is merged with or transfers substantially all of its trust assets to another corporation, or if a corporate fiduciary changes its name, the successor shall automatically succeed to the trusteeship as if originally named as my Trustee. No document of acceptance of trusteeship shall be required. Section 11.15 A Beneficiary's Status Until my Trustee receives notice of the incapacity, birth, death or other event upon which a beneficiary's right to receive payments may depend, my Trustee shall not be liable for acting or failing to act with respect to the event or for disbursements made in good faith to persons whose interest may have been affected by such event. Unless otherwise provided in this agreement, the parent or legal representative may act on behalf of a beneficiary who is a minor or is incapacitated. My Trustee may rely on any information provided by a beneficiary with respect to the beneficiary's assets and income. My Trustee shall have no independent duty to investigate the status of any beneficiary and shall not incur any liability for failure to do so. 23 Section 11.16 Discharge of Third Persons Persons dealing in good faith with my Trustee shall not be required to see to the proper application of money paid or property delivered to my Trustee, or to inquire into the authority of my Trustee as to any transaction. The receipt from my Trustee for any money or property paid, transferred or delivered to my Trustee shall be a sufficient discharge to the person or persons paying, transferring or delivering the money or property from all liability in connection with its application. Section 11.17 Certificate by Trustee A written statement of my Trustee may always be relied upon by, and shall always be conclusive evidence in favor of, any transfer agent or any other person dealing in good faith with my Trustee in reliance upon the statement. Section 11.18 Funeral and Other Expenses of a Beneficiary Subject to the provisions of Section 8.01, my Trustee may pay the funeral expenses, burial or cremation expenses, enforceable debts and other expenses incurred due to the death of the beneficiary from trust property. This Section shall only apply to the extent the beneficiary has not exercised any testamentary power of appointment granted to him or her under this agreement. My Trustee may rely upon any request by the personal representative or members of the family of the deceased beneficiary for payment without verifying the validity or the amounts and without being required to see to the application of the amounts so paid. My Trustee may make decisions under this Section without regard to any limitation on payment of expenses imposed by statute or rule of court and may be made without obtaining the approval of any court having jurisdiction over the administration of the deceased beneficiary's estate. Section 11.19 Power to Divide Trusts for Generation-Skipping Transfer Tax Purposes If a trust created under this agreement would be partially exempt from generation- skipping transfer tax as defined in Section 2631 of the Internal Revenue Code then my Trustee may divide the property of the trust into two separate trusts as specified in this Section so that the allocation of GST exemption can be made to a trust that will be entirely exempt from generation-skipping transfer tax (the "exempt trust"). (a) Creation of the Exempt and Nonexempt Trusts The exempt trust will consist of the largest fractional share of the total trust assets that will permit the exempt trust to be entirely exempt from generation-skipping transfer tax. The "nonexempt trust" will consist of the balance of the total trust assets. For purposes of computing the fractional share, asset values as finally determined for federal estate and gift tax purposes will be used. The fraction will be applied to the assets at their actual value on the effective date or dates of distribution so that the actual value of the fractional share resulting from the application of the fraction will include fluctuations in the value of the trust property. The 24 trusts created under this Section will have the same terms as the original trust. I request, but do not require, that to the extent possible, the value of any Roth IRAs payable to my trust be allocated to the exempt trust. (b) Expression of My Intent In dividing my trust into exempt and nonexempt trusts, I intend to minimize the impact of generation-skipping transfer tax to the trust property without adversely affecting the interest of any beneficiary under this agreement. Section 11.20 Administration of Trusts for Generation-Skipping Transfer Tax Purposes My Trustee will administer each exempt and nonexempt trust as a separate and independent trust, and any exempt or nonexempt trust established under this agreement may be referred to by the name designated by my Trustee. If an exempt trust and a nonexempt trust aze further divided under the terms of this agreement, my Trustee may allocate property from the exempt trust first to the trust from which a generation skipping transfer is more likely to occur. (a) Distributions to Skip Persons and Non-skip Persons To the extent possible, distributions to non-skip persons as defined by Section 2613 of the Internal Revenue Code must be made from nonexempt trust property, and distributions to skip persons as defined by Section 2613 must be made from exempt trust property. (b) Additions of Property to Generation-Skipping Transfer Tax Exempt and Nonexempt Trusts If at any time any property with an inclusion ratio greater than zero for generation-skipping transfer tax purposes would be added to a trust that contains property with an inclusion ratio of zero, then my Trustee will instead hold that property in a sepazate trust on the same terms and conditions as the original trust. Article Twelve My Trustee's Powers Section 12.01 Introduction to Trustee's Powers Except as otherwise specifically provided in this agreement, my Trustee may exercise, without prior approval from any court, all the powers conferred by this agreement and any other powers conferred by law, including, without limitation, those powers set forth under the common law or statutory law of the Commonwealth of Pennsylvania or any other jurisdiction whose law applies to this trust. The powers conferred upon my Trustee by law shall be subject to any express limitations or contrary directions contained in this agreement. 25 My Trustee shall exercise these powers in the manner my Trustee determines to be the best interests of the beneficiaries. My Trustee shall not exercise any of its powers in a manner that is inconsistent with the right of the beneficiaries to the beneficial enjoyment of the trust property in accordance with the general principles of the law of trusts. My Trustee of a trust may have duties and responsibilities in addition to those described in this agreement. I encourage my Trustee to obtain appropriate legal advice if my Trustee has any questions concerning its duties and responsibilities as Trustee. Section 12.02 No Power to Elect Optional Unitrust Notwithstanding any provision of this Trust or state law to the contrary, my Trustee may not elect to apply the optional unitrust provisions under Pennsylvania law for any trust created hereunder. Section 12.03 No Power to Adjust from Principal to Income Notwithstanding any provision of this Trust or state law to the contrary, my Trustee does not have the power to adjust any item of principal to income pursuant to Pennsylvania law for any trust created hereunder. Section 12.04 Execution of Documents by My Trustee My Trustee may execute and deliver any and all instruments in writing that my Trustee considers necessary to carry out any of the powers granted in this agreement. Section 12.05 Investment Powers in General My Trustee may invest in any type of investment that my Trustee determines is consistent with the investment goals of my trust, whether inside or outside the geographic borders of the United States of America and its possessions or territories, taking into account my trust's overall investment portfolio. Without limiting my Trustee's investment authority in any way, I request that my Trustee exercise reasonable care and skill in selecting and retaining trust investments. I also request that my Trustee take into account the following factors in choosing investments for my trust: (i) the potential return from the investment, both in the form of income and appreciation; (ii) the potential income tax consequences of the investment; (iii) the investment's potential for volatility; and (iv) the role the investment will play in the trust's portfolio. I request that my Trustee, in arranging the investment portfolio of the trust, also consider the possible effects of inflation or deflation, changes in global and U.S. economic conditions, transaction expenses, and the trust's need for liquidity. My Trustee may delegate its discretion to manage trust investments to any registered investment adviser or corporate fiduciary. 26 Section 12.06 Banking Powers My Trustee may establish bank accounts of any type in one or more banking institutions that my Trustee may choose. My Trustee may open accounts in the name of my Trustee (with or without disclosing fiduciary capacity) or in the name of the trust. When an account is in the name of the trust, checks on that account and authorized signatures need not disclose the fiduciary nature of the account or refer to any trust or Trustee. An account from which my Trustee makes frequent disbursements need not be an interest bearing account. My Trustee may authorize withdrawals from an account by check, draft or other instrument, or in any other manner. Section 12.07 Business Powers My Trustee is authorized to serve as an officer, director, manager, or in any other capacity of any proprietorship, partnership, joint venture, corporation, or other enterprise in which the trust has an interest (whether or not such interest is total or controlling). My Trustee may receive compensation for services. My Trustee may contract with and otherwise deal with any such enterprise in the same manner as it would with any enterprise in which the trust has no interest, and may use any voting power my Trustee may have to implement any its authority (whether as Trustee or as an officer, director, or other official of the enterprise). With respect to any units in a limited liability company, limited partnership, or stock in a closely-held corporation ("closely-held company") that are contributed to the trust, the powers granted to my Trustee in this Article shall not disqualify my Trustee from acting personally and independently, and not in a fiduciary capacity, with respect to any closely held company, from holding office in the closely-held company, from accepting remuneration from the closely-held company, from voting any units or stock in favor of my Trustee as a director or officer of the closely-held company, or from purchasing or selling units or stock of the closely-held company. If any trust created under this agreement is funded with subchapter S stock, my Trustee may either elect to qualify the trust as a qualified subchapter S trust ("QSST") under Section 1361(d)(3) of the Internal Revenue Code or as an electing small business trust under Section 1361(e)(1) to administer the trust in accordance with the requirements of the corresponding Section. Section 12.08 Contract Powers My Trustee may sell at public or private sale, transfer, exchange for other property, and otherwise dispose of trust property for consideration and upon terms and conditions that my Trustee deems advisable. My Trustee may grant options of any duration for any such sales, exchanges, or transfers of trust property. My Trustee may enter into contracts, and may deliver deeds or other instruments, that my Trustee deems appropriate. 27 Section 12.09 Common Investments For purposes of convenience with regard to the administration and investment of the trust property, my Trustee may invest part or all of the trust property jointly with trust property of other trusts for which my Trustee is also serving as a Trustee. For this purpose, a corporate fiduciary acting as my Trustee may use common funds for investment. When trust property is managed and invested in this manner, my Trustee shall maintain records that sufficiently identify that portion of the jointly invested assets that constitute the trust property of this trust. Section 12.10 Environmental Powers My Trustee shall have the right to inspect trust property to determine compliance with or to respond to any environmental law affecting the trust property. "Environmental law" shall mean any federal, state, or local law, rule, regulation, or ordinance relating to protection of the environment or of human health. My Trustee may refuse to accept property if my Trustee determines that the property is or may be contaminated by any hazardous substance or is or was used for any purpose involving hazardous substances that could create liability to the trust or to my Trustee. My Trustee may use and expend trust property to (i) conduct environmental assessments, audits or site monitoring; (ii) take remedial action to contain, clean up or remove any hazardous substance including a spill, discharge or contamination; (iii) institute, contest or settle legal proceedings brought by a private litigant or any local, state, or federal agency concerned with environmental compliance; (iv) comply with any order issued by any court or by any local, state, or federal agency directing an assessment, abatement or clean-up of any hazardous substance; and (v) employ agents, consultants and legal counsel to assist my Trustee in these actions. My Trustee shall not be liable for any loss or reduction in value sustained by my trust as a result of my Trustee's retention of property on which hazardous materials or substances requiring remedial action are discovered unless my Trustee contributed to the resulting loss or reduction in value through willful misconduct or gross negligence. My Trustee shall not be liable to any beneficiary or to any other party for any decrease in the value of trust property as a result of my Trustee's compliance with any environmental law, including any reporting requirement. My Trustee may release, relinquish or disclaim any power held by my Trustee that my Trustee determines may cause my Trustee to incur individual liability under any environmental law. Section 12.11 Farm, Ranch and Other Agricultural Powers My Trustee may retain, acquire, and sell any farm or ranching operation, whether as a sole proprietorship, partnership, or corporation. My Trustee may engage in the production, harvesting, and marketing of farm and ranch products either by operating directly or with management agencies, hired labor, tenants, or sharecroppers. 28 My Trustee may engage and participate in any government farm program, whether state or federally sponsored. My Trustee may purchase or rent machinery, equipment, livestock, poultry, feed, and seed. My Trustee may improve and repair all farm and ranch properties; construct buildings, fences, and drainage facilities, and acquire, retain, improve, and dispose of wells, water rights, ditch rights, and priorities of any nature. My Trustee may do all things customary or desirable to operate a farm or ranch operation for the benefit of the beneficiaries. Section 12.12 Insurance Powers My Trustee may purchase, accept, hold, and deal with as owner, policies of insurance on my life, the life of any beneficiary, or on the life of any person in whom any beneficiary has an insurable interest. My Trustee may purchase disability, medical, liability, long-term health care and other insurance on behalf of and for the benefit of any beneficiary. My Trustee may purchase annuities and similar investments for any beneficiary. My Trustee shall have the power to execute or cancel any automatic premium loan agreement with respect to any policy, and shall have the power to elect or cancel any automatic premium loan provision in a life insurance policy. My Trustee may borrow money to pay premiums due on any policy, either by borrowing from the company issuing the policy or from another source. My Trustee may assign the policy as security for the loan. My Trustee shall have the power to exercise any option contained in a policy with regard to any dividend or share of surplus apportioned to the policy, to reduce the amount of a policy or convert or exchange the policy, or to surrender a policy at any time for its cash value. My Trustee may elect any paid-up insurance or extended term insurance nonforfeiture option contained in a policy. My Trustee shall have the power to sell any policy at its fair market value to anyone having an insurable interest in the policies including the insured. My Trustee shall have the right to exercise any other right, option, or benefit contained in a policy or permitted by the insurance company issuing the policy. Upon termination of the trust, my Trustee shall have the power to transfer and assign the policies held by the trust as a distribution of trust property. Section 12.13 Loans and Borrowing Powers My Trustee may make secured or unsecured loans to any person (including a beneficiary), entity, trust or estate, for any term or payable on demand, with or without interest. However, any loan to a Supplemental Needs Person may only be made as provided in Section 6.03, entitled "." My Trustee may enter into or modify the terms of 29 any mortgage or security agreement granted in connection with any loan and may release or foreclose on the mortgage or security. My Trustee may borrow money at interest rates and on other terms that it deems advisable from any person, institution or other source including, in the case of a corporate fiduciary, its own banking or commercial lending department. My Trustee may encumber trust property by mortgages, pledges and other hypothecation and shall have the power to enter into any mortgage, whether as a mortgagee or mortgagor even though the term may extend beyond the termination of the trust and beyond the period that is required for an interest created under this agreement to vest in order to be valid under the rule against perpetuities. My Trustee may purchase, sell at public or private sale, trade, renew, modify, and extend mortgages. My Trustee may accept deeds in lieu of foreclosure. Section 12.14 Nominee Powers My Trustee may hold real estate, securities and any other trust property in the name of a nominee or in any other form without disclosing the existence of any trust or fiduciary capacity. Section 12.15 Oil, Gas and Mineral Interests My Trustee may acquire, maintain, develop and exploit, either alone or jointly with others, any oil, gas, coal, minerals or other natural resource rights or interests. My Trustee may drill, test, explore, mine, develop, extract, remove, convert, manage, retain, store, sell and exchange any of such rights and interests on terms and for a price that my Trustee deems advisable. My Trustee may execute leases, pooling and unitization agreements and other types of agreements in connection with such oil, gas, coal, mineral and other natural resource rights and interests even though such arrangements may extend beyond the termination of the trust. My Trustee may execute division orders, transfer orders, releases, assignments, farm outs, and any other instruments that it deems proper. My Trustee may employ the services of consultants and outside specialists in connection with the evaluation, management, acquisition, disposition, and development of any mineral interest, and may pay the cost of the services from the principal and income of the trust property. Section 12.16 Payment of Taxes and Expenses Except as otherwise provided in this agreement, my Trustee is authorized to pay all property taxes, assessments, fees, charges, and other expenses incurred in the administration or protection of the trust. All payments shall be a charge against the trust property and shall be paid by my Trustee out of the income, or to the extent that the income is insufficient, then out of the principal of the trust property. The determination of my Trustee with respect to the payment of expenses shall be conclusive upon the beneficiaries. 30 Section 12.17 Purchase of Assets from and Loans to My Probate Estate Upon my death, my Trustee is authorized to purchase and retain in the form received, as an addition to the trust, any property that is a part of my probate or trust estate. In addition, my Trustee may make loans, with or without security, to my probate or trust estate. My Trustee shall not be liable for any loss suffered by the trust as a result of the exercise of the powers granted in this Section. Notwithstanding anything in this agreement to the contrary, my Trustee shall not have the power to use any trust property for the benefit of my estate as defined in Section 20.2042- 1(b) of Title 26 of the Code of Federal Regulations, unless such property is included in my gross estate for federal estate tax purposes. Section 12.18 Qualified Tuition Programs My Trustee may purchase tuition credits or certificates or make contributions to an account in one or more qualified tuition programs as defined under Section 529 of the Internal Revenue Code on behalf of a beneficiary for the purpose of meeting the qualified higher education expenses of the beneficiary. With respect to an interest in any qualified tuition program, my Trustee is authorized to act as contributor (or similar designation given to the person who maintains control of an interest in the qualified tuition program) and take any and all actions to administer the interest, including, without limitation, the following: (i) to designate and change the designated beneficiary of the interest in the qualified tuition program; (ii) to request withdrawals, both qualified and nonqualified; (iii) to select among investment options and to reallocate funds in the interest in the qualified tuition program among different investment options; (iv) to make rollovers to another qualified tuition program; and (v) to determine the allocation of any tax benefits or penalties to the beneficiaries of the trust. Notwithstanding anything in this paragraph to the contrary, the designated beneficiary at all times must be a beneficiary of the trust from which the funds were distributed to establish the interest in the qualified tuition program. My Trustee's investment in a qualified tuition program shall not be considered a delegation of investment responsibility under any applicable statute or other law. Section 12.19 Real Estate Powers My Trustee may sell at public or private sale, convey, purchase, exchange, lease for any period, mortgage, manage, alter, improve and in general deal in and with real property in such manner and on such terms and conditions as my Trustee deems appropriate. My Trustee may grant or release easements in or over, subdivide, partition, develop, raze improvements, and abandon, any real property. My Trustee may manage real estate in any manner that my Trustee deems best and shall have all other real estate powers necessary for this purpose. 31 s My Trustee may enter into contracts to sell real estate. My Trustee may enter into leases and grant options to lease trust property even though the term of the agreement extends beyond the termination of any trusts established under this agreement and beyond the period that is required for an interest created under this agreement to vest in order to be valid under the rule against perpetuities. For such purposes, my Trustee may enter into any contracts, covenants and warranty agreements that my Trustee deems appropriate. Section 12.20 Residences and Tangible Personal Property My Trustee may acquire, maintain and invest in any residence for the use and benefit of the beneficiaries, whether or not the residence is income producing and without regard to the proportion that the value of the residence may bear to the total value of the trust property and even if retaining the residence involves financial risks that trustees would not ordinarily incur. My Trustee may pay, or make arrangements for others to pay, all carrying costs of the residence, including, but not limited to, taxes, assessments, homeowner association charges, utility charges, fire and other insurance premiums, interest and amortization payments, yard maintenance, and repairs and all costs of maintenance and upkeep of the dwelling (including capital expenditures, such as a new roof, replacement of plumbing, air conditioning and heating systems, and major appliances). My Trustee may acquire, maintain and invest in articles of tangible personal property, whether or not the property is income producing, and may pay the expenses of the repair and maintenance of the property. My Trustee shall have no duty to convert the property referred to in this Section to productive property except as required by other provisions of this agreement. My Trustee may permit any beneficiary of the trust to occupy any real property or use any personal property owned by the trust on terms or arrangements that my Trustee may determine, including rent free or in consideration for the payment of taxes, insurance, maintenance, repairs, or other charges. My Trustee shall have no liability for any depreciation or loss as a result of the retention of any property retained or acquired under the authority of this Section. Section 12.21 Retention and Abandonment of Trust Property My Trustee may retain, without liability for depreciation or loss resulting from retention, any property constituting the trust at the time of its creation, at the time of my death, or as the result of the exercise of a stock option. My Trustee may retain property, notwithstanding the fact that the property may not be of the character prescribed by law for the investment of assets held by a fiduciary, and notwithstanding the fact that retention may result in inadequate diversification under any applicable Prudent Investor Act or other applicable law. My Trustee may hold property that is non-income producing or is otherwise nonproductive if holding the property is, in the sole and absolute discretion of my Trustee, in the best interests of the beneficiaries. On the other hand, except when I am serving as a Trustee, my Trustee shall invest contributions of cash and cash equivalents as soon as reasonably practical after the assets have been acquired by the trust. My 32 Trustee is permitted to retain a reasonable amount in cash or money mazket accounts in order to pay anticipated expenses and other costs and to provide for anticipated distributions to or for the benefit of a beneficiary. My Trustee may abandon any trust property that my Trustee deems to be of insignificant value. Section 12.22 Securities, Brokerage and Margin Powers My Trustee may buy, sell, trade and otherwise deal in stocks, bonds, investment companies, mutual funds, common trust funds, commodities, options and other securities of any kind and in any amount, including short sales. My Trustee may write and purchase call or put options, and other derivative securities. My Trustee may maintain mazgin accounts with brokerage firms and may pledge securities to secure loans and advances made to my Trustee or to or for the benefit of a beneficiary. My Trustee may place all or any part of the securities held by the trust in the custody of a bank or trust company. My Trustee may have all securities registered in the name of the bank or trust company or in the name of its nominee. My Trustee may appoint the bank or trust company as the agent or attorney in fact to collect, receive, receipt for and disburse any income and generally to perform the duties and services incident to a custodian of accounts. My Trustee may employ abroker-dealer as a custodian for securities held by the trust and may register the securities in the name of the broker-dealer or in the name of a nominee with or without the addition of words indicating that the securities are held in a fiduciary capacity. My Trustee may hold securities in bearer or uncertificated form and may use a central depository, clearing agency or book-entry system, such as The Depository Trust Company, Eurocleaz or the Federal Reserve Bank of New York. My Trustee may participate in any reorganization, recapitalization, merger or similaz transaction. My Trustee may exercise or sell conversion or subscription rights for securities of all kinds and description. My Trustee may give proxies or powers of attorney that may be discretionary and with or without powers of substitution. My Trustee may vote or refrain from voting as to any matter. Section 12.23 Settlement Powers My Trustee may settle, by compromise, adjustment, azbitration or otherwise any and all claims and demands in favor of or against the trust. My Trustee may release or abandon any claim in favor of the trust. Section 12.24 Limitation on My Trustee's Powers All powers granted to my Trustee under this agreement or by applicable law shall be limited as set forth in this Section, unless explicitly excepted by reference to this Section. The limitations set forth in this Section shall not apply to me. 33 (a) An Interested Trustee Limited to Ascertainable Standards An Interested Trustee may not exercise or participate in the exercise of discretion with respect to the distribution of income or principal, or the termination of the trust to or for the benefit of a beneficiary, to the extent that the exercise of such discretion is other than for the health, education, maintenance or support of a beneficiary as described under Sections 2041 and 2514 of the Internal Revenue Code. (b) No Distributions in Discharge of Certain Legal Obligations My Trustee may not exercise or participate in the exercise of discretion with respect to the distribution of income or principal that would in any manner discharge a legal obligation of my Trustee, including the obligation of support. If a beneficiary or any other person has the power to remove a Trustee, that Trustee may not exercise or participate in the exercise of discretion with respect to the distribution of income or principal that would in any manner discharge a legal obligation of the person having the power to remove my Trustee, including that person's obligation of support. (c) Insurance Policy on the Life of My Trustee If the trust holds a policy that insures the life of my Trustee, my Trustee shall have no right to exercise any powers or rights with respect to the policy. A Cotrustee serving under this agreement shall exercise the powers and rights with respect to the policy. If the insured Trustee is the only Trustee, then an Independent Special Trustee designated under Section 3.08 shall exercise the powers and rights with respect to the policy. If any rule of law or court decision construes the ability of the insured Trustee to name an Independent Special Trustee as an incident of ownership of the policy, then a majority of the then current mandatory and discretionary income beneficiaries (excluding the insured Trustee if he or she is a beneficiary) shall select the Independent Special Trustee. (d) Insurance Policy on a Beneficiary's Life If the trust holds a policy that insures the life of a beneficiary, the beneficiary (acting individually or as Trustee) shall have no power over the policy, the cash value of the policy, or the proceeds of the policy. The intent of this denial of power is to prevent an insured beneficiary from having a power that would constitute an incident of ownership of the policy. In addition, no distribution of income or principal to the insured beneficiary shall be satisfied out of the proceeds of the policy, the cash value of the policy or any other economic benefit of the policy. 34 The limitations of this subsection shall not apply if the proceeds of the policy would, upon the death of the beneficiary, otherwise be included in the gross estate of the beneficiary for federal estate tax purposes. Article Thirteen General Provisions Section 13.01 Maximum Term for Trusts Pursuant to Pennsylvania law; the rule against perpetuities does not apply to any trust created under this agreement. However, if for any reason the rule against perpetuities does apply, then this Section controls the maximum term for trusts. Notwithstanding any other provision of this agreement to the contrary (except for the preceding paragraph), unless terminated earlier under other provisions of this agreement, each trust created under this agreement shall terminate 21 years after the last to die of the descendants of my maternal and paternal grandparents and the descendants of my wife's maternal and paternal grandparents, who are alive at the relevant time. At that time, the remaining trust property shall vest in and be distributed to the persons then entitled to receive mandatory distributions of net income of the trust and in the same proportions to which they are entitled to receive the net income. If no beneficiary is entitled to receive mandatory distributions of net income, then the remaining trust property shall vest in and be distributed to the beneficiaries then entitled to receive discretionary distributions of net income of the trust, in equal shares. Section 13.02 Spendthrift Provision Neither the income nor the principal of any trust created under this trust agreement may be assigned, anticipated, encumbered, alienated, or otherwise voluntarily transferred in any manner by any beneficiary. In addition, neither the income nor the principal of any trust created under this trust agreement is subject to attachment, bankruptcy proceedings or any other legal process, to the interference or control of creditors or others, or otherwise subject to any involuntary transfer. This Section does not restrict a beneficiary's right to disclaim any interest or the exercise of any power of appointment granted in this agreement. Section 13.03 Contest Provision If, after receiving a copy of this Section, any person shall, in any manner, directly or indirectly, attempt to contest or oppose the validity of this agreement, (including any amendment to this agreement), or commences, continues or prosecutes any legal proceedings to set this agreement aside, then such person shall forfeit his or her share, cease to have any right or interest in the trust property, and shall, for purposes of this agreement be deemed to have predeceased me. 35 Section 13.04 Changing the Governing Law and Situs of Administration My Trust Protector may, at any time, change the governing law of the trust, remove all or any part of the property or the situs of administration of the trust from one jurisdiction to another, or both. For example, my Trust Protector may consider changing the situs of the trust to maximize any government benefits or assistance available to a beneficiary, including DaneRos Stratford. My Trust Protector may elect, by filing an instrument with the trust records, that the trust will thereafter be construed, regulated and governed as to administration by the laws of the new jurisdiction. My Trust Protector may take action under this Section for any purpose my Trust Protector deems appropriate, including the minimization of any taxes in respect of the trust or any beneficiary of such trust, and may do so with or without providing notice to any beneficiary. If necessary, or if deemed advisable by my Trust Protector, my Trust Protector will appoint an Independent Trustee to serve as trustee in the new situs. If necessary, and if my Trust Protector does not appoint an Independent Trustee within 30 days of my Trust Protector's action to change the governing law or situs of the trust, the current beneficiary may appoint a corporate fiduciary in the new situs. If the beneficiary is a minor or is incapacitated, the parent or legal representative of the beneficiary may act on behalf of the beneficiary. Section 13.05 Definitions For purposes of this agreement, the following definitions shall apply: (a) Adopted and Afterborn Persons A legally adopted person in any generation and his or her descendants, including adopted descendants, shall have the same rights and shall be treated in the same manner under this agreement as natural children of the adopting parent, provided such person is legally adopted prior to attaining the age of 18 years. A person shall be deemed to be legally adopted if the adoption was legal in the jurisdiction in which it occurred at the time that it occurred. A fetus in utero that is later born alive shall be considered a person in being during the period of gestation. (b) Agreement The term "this agreement" means this trust agreement and includes all trusts created under the terms of this agreement. (c) Available GST Exemption An individual's "available GST Exemption" means the GST exemption provided in Section 2631 of the Internal Revenue Code in effect at the time; reduced by the aggregate of (1) the amount, if any, of GST exemption allocated to lifetime transfers and (2) the amount, if any, of allocations of GST exemption made or deemed made to transfers other than allocations to transfers under this agreement. 36 . 1 s f ` f If, at the time, the individual has made a gift with an inclusion ratio of greater than zero but has not filed a gift tax return and the due date for the gift tax return has not yet passed, that individual's GST exemption shall be deemed to have been allocated to this gift to the extent necessary and possible to exempt the gift from generation-skipping transfer tax. (d) Descendants The term "descendants" shall include a person's lineal descendants of all generations. (e) Education The term "education" is intended to be an ascertainable standard in accordance with Section 2041 and Section 2514 of the Internal Revenue Code and shall include, but not be limited to: (i) enrollment at private elementary, junior and senior high school including boarding school; (ii) undergraduate and graduate study in any field at a college or university; (iii) specialized, vocational or professional training or instruction at any institution, including private instruction; and (iv) any other curriculum or activity that my Trustee may deem useful for developing the abilities and interests of a beneficiary including, without limitation, athletic training, musical instruction, theatrical training, the arts and travel. The term "education" shall also include distributions made by my Trustee for expenses such as tuition, room and board, fees, books and supplies, tutoring and transportation and a reasonable allowance for living expenses. (~ Grantor "Grantor" shall have the same legal meaning as "Trustmaker," "Settlor," "Trustor" or any other term referring to the maker of a trust. (g) Incapacity Except as otherwise provided in this agreement, a person is deemed incapacitated in any one of the following circumstances. (1) The Opinion of a Licensed Physician An individual is deemed incapacitated whenever, in the opinion of a licensed physician, the individual is unable to effectively manage his or her property or financial affairs, whether as a result of age, illness, use of prescription medications, drugs or other substances, or any other cause. 37 r ~ • w t - ~ An individual is deemed restored to capacity whenever the individual's personal or attending physician provides a written opinion that the individual is able to effectively manage his or her property and financial affairs. (2) Court Determination An individual is deemed incapacitated if a court of competent jurisdiction has declared the individual to be disabled, incompetent or legally incapacitated. (3) Disappearance, Absence, or Detention An individual is deemed incapacitated whenever, in my Trustee's sole and absolute discretion, he or she cannot effectively manage his or her property or financial affairs due to disappearance, absence, or detention (including incarceration). A person's disappearance, absence, or detention (including incarceration), may be established by an affidavit of my Trustee describing the relevant circumstances. A third party dealing in good faith with my Trustee may rely on the affidavit as conclusive evidence of incapacity. (h) Independent Trustee The term "Independent Trustee" means a Trustee who is not an Interested Trustee as defined in subsection (i) and includes an Independent Special Trustee appointed under the provisions of Section 3.08. Whenever (1) a power is granted exclusively to an Independent Trustee or (2) the phrase "other than an Interested Trustee" is used, then the power or discretion may be exercised only by an Independent Trustee. Whenever this agreement specifically prohibits an Interested Trustee from exercising discretion or performing an act, then only an Independent Trustee may exercise that discretion or perform that act. (i) Interested Trustee The term "Interested Trustee" means a Trustee who (1) is a transferor or beneficiary; (2) is related or subordinate to a transferor or beneficiary; (3) can be removed and replaced by a transferor with either the transferor or a party who is related or subordinate to the transferor; or (4) can be removed and replaced by a beneficiary with either the beneficiary or a party who is related or subordinate to the beneficiary. For purposes of this subsection, (1) "transferor" means a person who transferred property to the trust, including a person whose disclaimer resulted in property passing to the trust; (2) "beneficiary" means a person who is or in the future may be eligible to receive income or principal from the trust pursuant to the terms of the trust, even if such person has only a remote contingent remainder interest in the trust, but not if the person's 38 ~ ~ f only interest is as a potential appointee under a power of appointment; and (3) "related or subordinate" means related or subordinate within the meaning of Section 672(c) of the Internal Revenue Code. Q) Internal Revenue Code and Treasury Regulations References to the "Internal Revenue Code" or to its provisions are to the Internal Revenue Code of 1986, as amended from time to time, and the corresponding Treasury Regulations, if any. References to the "Treasury Regulations" are to the Treasury Regulations under the Internal Revenue Code in effect from time to time. If a particular provision of the Internal Revenue Code is renumbered, or the Internal Revenue Code is superseded by a subsequent federal tax law, any reference is deemed to be made to the renumbered provision or to the corresponding provision of the subsequent law, unless to do so would clearly be contrary to my intent as expressed in this agreement. The same rule applies to references to the Treasury Regulations. (k) Legal Representative As used in this agreement, the term "legal representative" means a person's guardian, conservator, executor, administrator, Trustee, or any other person or entity personally representing a person or the person's estate. (I} Per Stirpes Whenever a distribution is to be made to a person's descendants "per stirpes," the distribution will be divided into as many equal shares as there are then-living children of the person and deceased children of the person who left then-living descendants. Each then-living child will receive one share and the share of each deceased child will be divided among such child's descendants in the same manner. (m) Shall and May Unless otherwise specifically provided in this agreement or by the context in which used, the word "shall" is used to command, direct, or require, and the word "may" to allow or permit, but not require. In the context of my Trustee's actions, the word "may" is intended to authorize my Trustee to act in its sole and absolute discretion, unless otherwise stated. (n) Supplemental Needs Person The term "Supplemental Needs Person" means a person who: (i) is disabled; or (ii) is receiving, or is eligible to receive, assistance or other benefits under ameans-based government program (such as Medicaid or Supplemental Security Income). 39 ~ r . • ~ - ~ _ • As used above, the term "disabled" means disabled as defined in United States Code Title 42, Section 1382c(a)(3), or under Pennsylvania law related to means-based government programs. As used above, the term "assistance" means assistance or medical assistance as defined in United States Code Title 42, Section 1396d(a), or under Pennsylvania law related to means-based government programs. (o) Trust The terms "this trust" or "this trust agreement" shall refer to this agreement and all trusts created under the terms of this agreement. (p) Trustee The term "my Trustee" or "Trustee" refers to the Initial Trustee named in Article One and to any successor, substitute, replacement or additional person, corporation or other entity that is from time to time acting as my Trustee. The term "Trustee" refers to singular or plural as the context may require. (q) Trust Estate or Trust Property The phrase "Trust Estate" or "trust property" shall be construed to mean all property held by my Trustee under this agreement, including all property that my Trustee may acquire from any source. Section 13.06 General Provisions The following general provisions and rules of construction shall apply to this agreement: (a) Duplicate Originals This agreement may be executed in any number of counterparts, each of which shall be deemed to be an original. Any person may rely upon a copy of this agreement certified under oath by my Trustee to be a true copy, to the same effect as if it were an original. (b) Singular and Plural; Gender Unless the context requires otherwise, words denoting the singular may be construed as plural and words of the plural may be construed as denoting the singular. Words of one gender may be construed as denoting another gender as is appropriate within the context. The word "or" when used in a list of more than two items may function as both a conjunction and a disjunction as the context requires or permits. (c) Headings of Articles, Sections, and Subsections The headings of Articles, Sections, and subsections used within this agreement are included solely for the convenience and reference of the reader. They shall have no significance in the interpretation or construction of this agreement. 40 (d) Governing State Law This agreement shall be governed, construed and administered according to the laws of the Commonwealth of Pennsylvania as from time to time amended, except as to trust property required by law to be governed by the laws of another jurisdiction and unless my Trustee elects to change the Situs of Administration as provided in Section 13.04. (e) Notices Unless otherwise stated, whenever this agreement calls for notice, the notice shall be in writing and shall be personally delivered with proof of delivery, or mailed postage prepaid by certified mail, return receipt requested, to the last known address of the party requiring notice. Notice shall be effective on the date personally delivered or on the date of the return receipt. If a party giving notice does not receive the return receipt but has proof that he or she mailed the notice, notice shall be effective on the date it would normally have been received via certified mail. If notice is required to be given to a minor or incapacitated individual, notice shall be given to the parent or legal representative of the minor or incapacitated individual. (f) Severability The invalidity or unenforceability of any provision of this agreement shall not affect the validity or enforceability of any other provision of this agreement. If a court of competent jurisdiction determines that any provision is invalid, the remaining provisions of this agreement shall be interpreted and construed as if the invalid provision had never been included in this agreement. The rest of this page intentionally left blank. 41 ~ M c • 'a I ~~ • Grantor and Trustee I hereby execute this agreement on June ~, 2012. I certify that I have read this agreement, that I understand it, and that it correctly states the provisions under which the trust property is to be administered and distributed by my Trustee. I hereby sign this agreement in the presence of the witnesses. ~~ Daniel R. S tf d, Grantor Byron D. Shafer, Trustee COMMONWEALTH OF PENNSYLVANIA ) ss.. COUNTY CUMBERLAND ) On ~~r~2. $~ , 2012, before me, the undersigned officer, personally appeared David D. Nesbit, Esquire (Pennsylvania Supreme Court ID No. 77411), known to me or satisfactorily proven to be a member of the bar of the highest court of Pennsylvania and a subscribing witness to the within instrument and certified that he was personally present when Daniel R. Stratford and Byron D. Shafer, the Grantor and Trustee, executed the same, and that said individuals acknowledged that they executed the same for the purposes therein contained. Witness my hand and official seal. NOTAAIAI SERI P~ItIIA K IINMTE Notary PYINe UPl~EIt ALIEN TWP., CtiA~HgJINO COUNTII Mit ConMnfoobn E4ino Apr S, 20th V Notary Public The foregoing instrument was signed by the Grantor in our presence, and we, in the Grantor's presence and the resence of each other, sign as witnesses. (V1'~tness signature) ess signature) (printed name) (street address) (city, state zip) (printed name) (street address) (city, state zip) 42 ...r~....~. ~NIW k AJi:Mi ~i1duR ,~tsfes~! Y1NU0~ pNA1f19AMitl~ ~irNt N3~JA R~V9U ~f~ a c ~~A :sHgr3 nq~at+rnmo~ ~M