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HomeMy WebLinkAbout11-20-12 1505610143 J REV-7500 Ex(°'-'°' PA Department of Revenue Pennsylvania Bureau of Individual Taxes °E'"p1`XiOf-ppp1° Po Box.2BOSOt INHERITA! Harrisburg, PA 17128-0601 RESIDE ENTER DECEDENT INFORMATION BELOW Social Security Number Date of Death 28 2012 Decedent's Last Name Suffix NAUGLE (If Applicable) Enter Surviving Spouse's Information Below Spouse's Lasl Name Suffix OFFICIAL USE ONLY County Coda Veer File Number TAX RETURN 21 12 0312 )ECEDENT Data of Birth O1 07 1925 Decedent's First Name MI BETTY V Spouse's First Name MI Spouse's Social Security Number THIS RETURN MUST BE FILED IN DUPLICATE WITH THE REGISTER OF WILLS FILL IN APPROPRIATE OVALS BELOW ^ 3 Remainder Return (date of tleath l R l m l t -- 7. Original Retum ^ emen a e u 2. Supp prior to 12-13-82) ^ 4. Limited Eslale ^ 4a. Future Interest Compromise ^ 5. Federal Estate Tax Retum Required (tlete or death attar 12-12A2) - a Decadent Died testate ® 7, (Attach RGOP-iW~rus) Living Trust ~ FL Total Number of Safe Deposit Boxes (At1eM Copy of Vdlp ^ 9. Litigation Proceeds Received ^ iD~35~°~eesnipi~1~~an~><d 95N deem ^ ~It~~A~ hSCh~O)ntler Sec. 9113(A) CORRESPONDENT -THIS SECTION MUST 8E COMPLETED. ALL CORRESPONDENCE AND CONFIDENTIAL 1'AX INFORMA N SHOULD B~iIRECTED TO: Name Daytime TelepNumberN 7O AARON C JACKSON ESQ 717 23~i~121 ~' ~,-,-: o ~n ~:~G• - e -- ~; N REGISTER WILLS USBLNLY - t,1 r:.., ri-t ,., ,~ r~ O~ ~ ~ i", First line of address ~ -- ~ s 2 LEMOYNE DRIVE ~ o ` ~ rn i Second line of address SUITE 200 DATE FILED City or Poat Office State ZIP Code LEMOYNE PA 17043 Correspondent's a-mail address: aJ84RifVn`W aus,nser ra.ee.ov... Under penalties of perjury, I tleclare that I have examined this return, inclutling accompanying schedules and statements, and to the best of my knowledge and belief, - it is hue, correct and complete. DeGerebon of prepare ther than the personal representative Is based on all information of which preparer has any knowledge. SIGNATURE OF PERSON RESP ISLE F FILING N~ D TE eM _j`r William R Nau le III ~~ ~~~ ADDRESS 32 Ridgeway Drive Mechanicsburg PA 17050 ~frll ~^ ~z Aaron C. Jackson Es "`/ JCCC SIGNATURF~OF PREPARER OTHER THAN REPRESENTATIVE q /' /' D~E~ 2 Lemoyne Drive Lemoyne PA 17043 Side 1 L 15D5610143 1505610143 J __..~ 1505610243 REV-1500 EX °e~'""~'°"ama Naugle, Betty V Decedent's Social Security Number RECAPITULATION 1. Real Estate (Schedule A) .................................................................................... ... 1. 2. Stocks and Bonds (Schedule B) .......................................................................... ... 2. 4 , 728.00 3. Closely Held Corporatiqn, Partnership or Sole-Proprietorship (Schedule C)...... ... 3. 4. Mortgages 8 Notes Receivable (Schedule D) ..................................................... ... 4. 5. Cash, Bank Deposits 8',Miscellaneous Personal Property (Schedule E) ............. .. 5. 58 , 8 68.90 6. Jointly Owned Propertyi(Schedule F) ^ Separate Billing Requested........... . 6. 7. Inter-Vivos Transfers 8 ,Miscellaneous f~{oq-Probate Property (Schedule G) a Separate Billing Requested........... . 7. 282 , 403.08 8. Total Gross Assets (tonal Lines i through 7)..........._ ............................... 8 .......... .. . 345 , 999.98 9. Funeral Expenses and Administrative Costs (Schedule H) .................................. . 9. 17 , 194.33 10. Debts of Decedent, Mortgage Liabilities and Liens (Schedule p .......................... .. 10. 1 , 97 9.15 11. Total Deductions (total! Lines 9 and 10) .................._.......................................... .. 11. 19 , 173.48 12. 13. 14. Nat Value of Estate (Line 8 minus Line 11) ....................................................... Charitable and Governrrrental Bequests/Sec 9113 Trusts for which an election to tax has nqt been made (Schedule J) .............................................. Net Value Subject to T8x (Line 12 minus Line 13) ............................................. . 12. . 13. .. 14. 32 6 , 82 6 - $ 0 32 6 , 82 6.50 TAX COMPUTATION -SEE INSTRUCTIONS FOR APPLICABLE RATES 15. Amount of Line 14 tazab~e at the spousal tax rate, qr transfers under Sec. 91116 (a)(1.2) X .00 15. 0.00 i 6. Amount of Line 14 taxab~e at linealrateX .045 326,826.50 16. 14,707.19 17. Amount of Line 74 taxable at sibling rate X .12 0.00 17. 0.00 18. Amount of Line 14 taxabPe at collateral rate X .15 0.00 16. 0 , 00 19. TAX DUE ............................................................................................................... . 19. 14 , 707.19 20. FILL IN THE OVAL IF YtbU ARE REQUESTING A REFUND OF AN OVERPAYMENT. Side 2 ' 15056102',43 1505610243 J REV-1500 EX Page 3 Decedent's Complete Address: Flle Number 21-12-031;t DECEDENT'S NAME Naugle, Betty V STREETADDRESS 32 Ridgeway Drive CITY STATE ZIP Mechanicsburg PA 17050 Tax Payments and Credits: 1. Tax Due (Page 2, Line 19) 2. Credits/Payments A. Prior Payments B. Discount 13,000.00 684.21 Total Credits (A + g) (2) 14,707.19 13,684.21 3. Interest 4. If Line 2 is greater than Line 1 + Dine 3, enter the difference. This is the OVERPAYMENT. Check box on Page 2, Line 20 do request a refund (3) (4) 1. Dia de a transfer and: Yes No etain the u ~ or income of the property transferred :............................................................................... ~ ^ 9 b. retain the ri t to designate who shall use the property transferred or its income :.................................. ~ ^ c. retain a reve sionary interest; or.._ ......................................_................................................................._ ^x ^ d. receive the romise for life of either payments, benefits or care? ........................................................._. ~ ^ 2. If death occurred after Dec. 12, 1982, did decedent transfer property within one year of death without receivin ade uat 9 q consideration? ......................................_...................................................................__..... ^ 3. Did decedent own ~ pn "in trust for" or payable upon death bank account or security at his or her death?,..,... ^ 4. Did decedent own n individual retirement account, annuity, or other non-probate property which contains a benefici ry designation? ......................................._..........................................._..._....................... ^x ^ IF THE ANSWER TO ANY OF THE ~18OVE QUESTIONS IS YES, YOU MUST COMPLETE SCHEDULE G AND FILE IT AS PART OF THE RETURN. For dates of death on or after July 1, f 994 and before Jan. 1, 1995, the tax rate imposed on the net value of transfers to or for the use of the surviving spouse is 3 percent [72 P.S. §9116 (~) (1.1) (i)]. For dates of death on or after Januaph 1, 1995, the tax rate imposed on the net value of transfers to or for the use of the surviving spouse is 0 percent [72 P.S. §9116 (a) ('1.1) (ii)]. The statute does not exempt a transfer to a surviving spouse from tax, and the statutory requirements for disclosure of assets and filing a tax return are still applicable even if the surviving spouse is the only beneficiary. For dates of death on or after July 1, 000: The tax rate imposed on the net v lue of transfers from a deceased child 21 years of age or younger at death to or for the use of a natural parent, an adoptive parent, or a stepparent o~the child is 0 percent [72 P.S. §9116 (a) (1.2)]. The tax rate imposed on the net value of transfers to or for the use of the decedent's lineal beneficiaries is 4~.5 percent, except as noted in [?z P.S. §s1 is (a> (1>]. The tax rate imposed on the net v lue of transfers to or for the use of the decedent's siblings is 12 percent [72 P.S. §9116 (a) (1.3)]. A sibling is defined under Section 912, as an individual who has at least one parent in common with the decedent, whether by blood or adoption. ° ' • ' ' PA Estate Tax gt1 Date of Death Tue, Feb 28, 2012 Optimal Discount Paymen 13,971.83 3 Months After DOD Mon; Ma 28;2012 Click here if Paid at Discount Total Paid al: Not Paid at _ o..:w Tev Pnid Discount DIaCOUnt ® Fri, Ma_25, 2012 13,000.00 13,000.00 ~ ~ Tax Discount A. Tax Paid at Discount (jper above) ~~~i . 0, ,: x 5195 = B. ^ Tax Due if Entire B'plance paid onlbefore Mon. May 28. 2012 ~~ x 5195 = C. Total NET Tax PaidRo be Paid at Discount ~,_,~„3,~QQ x 5195 = 1' D. Discount C. 13,000.00 x 5195 = ~~ (1I* F. '14'!`07.19 x 5°/a = ~~'~ (2)* Lesser of(1)or(2)above 21. E. Tax Credit (C + D) 13 .21 F. GROSS Tax Due (eagle 1, Line 19) 14 707.tg G. Balance of Tax Due 1.,022.98 • The calculations in (1) and (2) are intentionally different. Item (1) computes the amount of discount based upon an assumed NET',payment. Item (2) computes the maximum potential discomfit based upon an actual GROSS principal tax dice. Thus, a discount always equals the NET payment x 5 / 95, or the GROSS tax x 5%. Rbv-159J EX* re-9a) SCHEDULE B STOCKS & BONDS COMMONWEALTH OF PENNSYLVANIA INHERITANCE TA%RETURN RESIDENT DECEDENT ESTATE OF V All property lolntly-owned with right of eurvivanhip moat ba tlleclosed on Schetlula F. FILE NUMBER 21-12-0312 (If more space Is neegeg, aam9onal pages m me amiio _~•~~ Copyright (c) 2002 form sottware dnly The Lackner Group, Inc. Forth PA-1500 Schedule B (Rev. 6-98) Rev-1508E%Mltt-10) gCHEDULE E CASH, BANK DEPOSITS, & MISC. PERSONAL PROPERTY COMMON W EALTH OF PENNSYLVNNIN INHERITPNCE Th%RENRN RESIDEINT DELEOENT ESTATE OF FILE NUMBER Naugle Betty V 21-12-0312 Indutle the prorsetls of litiggation antl lha tlele the proceatls ware receivetl by the estate. All propartylolntly~ownatl wlth the right of survivorship must be dlaclosetl on schedule F. VALUE AT DATE ITEM I DESCRIPTION OF DEATH NUMBER 5,047.30 1 Cash on hand ''~. 2 Members FirstCh~cking -Account#179140-11 11,571.00 valuation based o letter attached as part of exhibit "D" stment Savings -Account #179140-05 s First Inv b M 12,082.09 3 e em er Valuation based o letter attached as part of exhibit "D" 4 Members First Sayings -Account #179140-00 227.09 Valuation based o letter attached as part of exhibit "D" 875.00 5 Personal Property) -Miscellaneous 6 Health Care Servi~e Corporation -Refund for Final Medical Expense 9,326.42 7 John Hancock - Additional Assets -Reimbursement of medical expenses covered by 11,340.00 insurance 8 John Hancock -Additional Assets -Reimbursement of medical expenses covered by 1,960.00 insurance 9 John Hancock -?ldditional Assets -Reimbursement of medical expenses covered by 6.440.00 insurance TOTAL (Also enter on Line 5, Recapitulation) I 58,868.90 (If more space is needed, additional pages of the same size) Copyright (c) 2010 form software olnly The Lackner Group, Inc. Fonn PA-1500 Schedule E (Rev. 11-10) Rev-1610 EYE Ia-aa) COMMONV.£ALTH OF PENNSYLVANIA INNERITMILE TA%RETURN pFBIDENT DECEDENT ESTATE OF SCHEDULE G INTER-VIVOS TRANSFERS & MISC. NON-PROBATE PROPERTY FILE NUMBER 21-12-0312 This schedule must be wmpletgtl entl fled d the answer to any at questions 1 through 4 on Ne reverse eqe of the REV-0500 CCVER SHEET is yea. ITEM NUMBER D THE DATED TRCAFNSF~ER. SCRIPTION OF PROPERTY ATfACNTA COPY OFTTHE DEIED ~OR REAI ESTATE. DATE OF DEATH VALUE OF ASSET %OF DECD'S INTEREST ( Fxcwslon IF APPLICABLE) TAXABLE VALUE 1 Individual Retire ant Account -LPL Financial 79,693.18 79,893.18 Account #4667.2 84 Held at Stout Joy a and Associates, Ltd. 2 ount -Non Retirement -LPL Insured Cash Ac 6,021.58 6,021.58 ~ Account#1818-4 13 Held at Stout Jo ce and Associates, Ltd. valuation based ~n Portfolio Appraisal part of exhibit „c„ 3 Investment Acc unt in the Betty V. Naugle 26,688.34 28,888.34 - LPL Account #5272-8261 Irrevocable Trus ~ Held at Stout Jo ce and Associates, Ltd. valuation based n Portfolio Appraisal paR of exhibit „c., ', 4 in the Betty V. Naugle Irrevocable Real Property H 170,000.00 170.000.00 ~ Trust - 32 Ridge y Drive, Mechanicsburg, PA 17050 Tax Parcel#38-2 -0571-300 TOTAL (Also epter on Line 7, Recapitulation) I 282,403.08 (If more space is needed, additional pages of the same size) Copyright (c) 2002 form software ~nly The Lackner Group, Inc. Fonn PA-1500 Schedule G (Rev. 6-98) REV-1151 9r+i10-09) COM~-I I ~gF~F~Y~ANIA SCHEDULE H FUNERAL EXPENSES & -DMINISTRATIVE COST; ESTATE OF FILE NUMBER Naugle Bevy V 21-12-0312 Debts of decedent must be reported on Schedule I. ITEM DESCRIPTION AMOUNT 1A~~UNERAL EXPEWSES: See continuation schedule(s) attached 7,305.22 B. ADMINISTRATIV COSTS: 1. Personal Represe tative's Commissions Name of Personal~tepresentative(s) Street Address Clty State ~_ ZID _ Year(sl Cammis~ion oaid 2, Attomev's Fees '~, Tucker Ar@nsbeirg, P.C. 8,890.08 3. Family Exemption (If decedent's address is not the same as claimant's, attach explanation) ~ Claimant ~' Street Address City State ZiD _ Relationship f Claimant to Decedent 4. Probate Fees ' 173.50 5. Accountant'sFee$ 215.00 6. Tax Return Prepaker's Fees Z GtherAdministrativeCosts 610.53 See continuation schedule(s) attached TOTAL (Also enter on line 9, Recapitulation) 17,194.33 Copyright (c) 2009 form software only The Lackner Group, Inc. Forth PA-1600 Schedule H (Rev. 10.06) ' SCHEDULE H FWNERAL EXPENSES AND ADMINISTRATIVE COSTS continued ESTATE OF (FILE NUMBER Naugle. Betty V 21-12-0312 DESCRIPTION AMOUNT NUM ER 1 Cocklin Funeral ome - 30 N. Chestnut Street 6.972.87 Dillsburg, PA 17 19 2 Naugl$ -Reimbursement for additional funeral expenses William R 332.35 . ~{_A 7,305.22 3 Other Admini II five Costs ROBC Limited PBRnership • Nursing Home Personal Care Expenses 115.42 4 Township of Silv~r Springs -Real Estate Tax 495.11 H-B7 610.53 Copyright (c) 2002 form software Only The Lackner Group, Inc. Form PA-1500 Schedule H (Rev. 6-98) R§v-1512E%ty12-Da) gCHEDULE 1 DEBTS OF DECEDENT, MORTGAGE LIABILITIES AND LIENS COMMONWEALTH OF PENNSYLVANIP INHERITi,NCE TPX RETIIHN RESIDENT DECEDENT ESTATE OF FILE NUMBER Naugle Bevy V 21-12-0312 Report dabtc incurretl b the tlecstlent pnor to death that remained unpaid at the data of death, inelutlinp unrcimbureetl medlcel eapenass. ITEM '. VALUE AT DATE NUMBER DESCRIPTION OF DEATH 1 Alert Pharmacy Services Inc -Medicine 30.72 2 Alpha Diagnostics) 156.38 3 RehabCare Group East, Inc -Medical 700.00 4 Silver Springs To nship -Per Capita Tax for 2012 9.80 5 State Farm Insure ce -Return Retirement Overpayment 1,082.25 I, TOTAL (Also enter on Line 10, Recapitulation) I 1,979.15 (If more space is needed, additional pages of the same size) Copyright (c) 2008 form software o~rly The Lackner Group, Inc. Form PA-1500 Schedule I (Rev. 12-OS) REV-151 ~ E%~ t01-10) SCHEDULE J COMM~r~e~f~4'~Ti pF~E~N~R~AN~A BENEFICIARIES `Y~E'~~~5 S~~)h,))ff''TEECCEE^^~~ FILE NUMBER ESTATE OF Nau le, Bett V' 21-12-0312 RELATIONSHIP TO SHARE OF ESTATE AMOUNT OF ESTATE NAM AND ADDRESS OF pECEDENT Jords) (885) NUMBER PERSON( 1 RECEIVING PROPERTY (v TAXABLE DISTRIBU IONS [include outright spousal I. distributions, and transfers under Sec. 9116 a 1.2 t Betty V. Naugle I revocable Trust Trust 326,826.50 NON-TAXABI II. A. SPOUSAL Total I 326,825.50 ;ions shown above on lines 15 throw h 78 on Rev 1500 cover sheet as a ro riate. S: UNDER SECTION 9113 FOR WHICH AN ELECTION TO TPJC IS NOT TAKEN CHARITABLE A~ D GOVERNMENTAL DISTRIBUTIONS TOTAL OF PART II - E TER TOTAL NON-TAXABLE DISTRIBUTIONS ON LINE 13 OF REV-1500 COVER SHEET Copyright (c) 2010 form software o ly The Lackner Group, Inc. Form PA-1500 Schedule J (Rev. 01.10) Estate of Betty V. Naugle, deceased Estate No. 21-12-0312 Re: PA Inheritance Tax Return List of Exhibits A. Death Certificate B. Lette s Testamentary issued by Cumberland County Register of Wills on Marc 14, 2012, including Last Will & Testament of the Decedent dated Nov tuber 5, 2009 C. Stow Joyce Account Valuations D. Members First Valuations E. Real (Estate Tax Bill F. Betty V. Naugle Irrevocable Trust HBGD8:127371-~ 027761-155303 I HU. •p_ 4t: J,iii LOCAL R1=GI~TRAR'S C1=RTiF~CAT101*I OF t3~ATH WARNING; It is illegal to duplicate this copy by photostat or photograph. Fee for this certificate, $6.00 tm> Is to certrzy coat me mtu^nauuu uclc g,vm, correctly copied from au original Certificate of Dea dul}i 51ed with me as Local Registrar. The origin certificate will be forwarded to the State Vit Records Office for permanent filing. FEB 2 `2011 P 18242536 ~~"`~ '~ /_ _L Certification Number Local Regist Date Issued P.~nnm,.. ~,. w,...e.w..., .,,,,...P.~ofe3 tl CERTIFICATE OF DEATH m. oe ` .n .. au. ~2M~1 r P n ~ u ~ f Be tt V= Fab 20'1 -5i 33 28. F 207- '14 Nau la ... ..f« „ a``( b` Y u °r f& un ~r n 87 r l ~ S l n< P.v ••• '" I Janu ar 7925 Y 7. +b.f an e • P `~ r ~ i "N p rt l S s ~aS 6i ~ ~ enns f v> a ver n9 a P nt Clv4tc qr„,e•we.n.IN.e In 221 c;g~ W "4" C m6" °i O ent Creak 9 0_ P u e ~ an wl:, tl.l O~ n•~b• ^. . ur r 'P ..a....w. n.m. Pae..e 1..<m..n.fn .a,n.M nafee~.....Lm o: o%+ ou oo o~ o~nb as ~~~ u •. a•.` `e ` M~ < Albert Mo ris l eh art EStella E n a,.. I"e.m.nr...m. .. o.•. .m mf .tl N.s .a en. 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SM/P .nl m-n Oa mdl•n Pr wl...vw.n.• O a c mpbe•e u an. 0 3 .. m..., cmwne O n n o w , n Y o M : ~ . fa 0 • m.v~1.P.nly...e.,. m.....~n. LLne.. "^ ~ M • ae • f•. S..nC. 6tl O O 1 e i M1eI•valen0 tlw ~ O O."•. VP•nN) ~f••vlNl . S1~• m.. mm.. .. ....~ see onfwme. w °~~ e e ~ ~ •ao ... Pa a ^ c se oo WiHe Regi st ered N U r nv • nn e <au , n.ew. " b. Nln •v.~n.. ~neuv<N u _ ~ oeF„I31••INI ~ p r G"v Health Care O O • . n.w .n. .. wn.. .m ., r ...n ..n.•n n ..w . .< . . - - _- - ___ e..o L ~ Q „ Z - v CAYSE OF OEATM . ucn a~.c• a " wn ` ••e c ~ b. .. v an • unv..ee •emnenvi li.„ v.„„o. wl' erlnvtlen v JCC~ T r~ ` ~ v~ nu a tlv„ uISCI~(2 C<2 I-'d.TO nn ~ r _. . YS . ro. •..w a e~ -/ F'i ~0Y1 fora Y+LC/'x QI'~22! ~,Y. r~S QQ$e b. Y1r~A~. () t vc~~.t4..Q 1• >~ ..P . ' I.......n n. O ` . Pe..e ar... •en..•...n3. on: tl . .. le.... wn..•.....c. erl. fl..n n ,hfi~iC•,,n n.w=Fz ' ~tif C r ~ ~c ~ - '- . < 1 . . , t Z r +cn ~ . K < ~ l tl p a c. o c„ <. ..m .,. i a.... n::•. a.i.. a..w .<. •nna.n. I3.,e o.v •, se. ..en<M „ ••, e .„r.,.<•" w .m~.m.m eeea ..w<len. m1oN 3....<.n .~„ .r.cw. a..<.. zlP .. ...s. e., n..N .eu.r.e~ o ..i;.. .~m 0 0 ..'vl• w„er m tl..u s u <„. p w tiwf « a l. ..p... .<.e i•y e e <<n. um ...a ~ ....., tlu.<^< '7 raslpy..a nei .In.,...~w. •n. n., . w=... . ~~~ 10 7 ~ 0 1 " ' C_ n50 f 7 L(.J s i N / • y ~ g .. .r ' l ~ m ~ ~ ~ ~~OZ 1 ~ % /c / 7 G:yZ~ /mi h11 J ~ l^G 2/G Hn 7 C _ __ Z 8 a- g ~ ~ ~iG%Gfi'-GtfYL~ 4 euPea.mn P..mnw 0]79792 _ n.,, o;;3a:. REGISTER OF WILLS CUMBERLAND COUNTY PENNSYLVANIA. CERTIFICATE OF GRAINY OF LETTERS No . 2012- 00312 PA No . 21- 12- 0312 Estate Of: BETTY V NAUGLE lF4st Midtlle, Castl Late Of: SILVER SPRING TOWNSHIP CUMBERLAND COUNTY Deceased Social Security No: 201-14'5133 WHEREAS, n the 14th day of March 2012 an instrument dated November 5th 009 was admitted to probate as the last will of BETTY V NAUGLE late of S/LVER~SPR/NG TOWNSH/P, CUMBERLAND County, who died on t e 28th day of February 2012 and WHEREAS, ~ true copy of the will as probated is annexed hereto. THEREFORE, I, GLENDA EARNER STRASBAUGH Register of Wills in and for CUMBERLAND County, in the Commonwealth of Pennsylvania, hereby certify that have this day granted Letters TEST,4MENTARYto: WILLIAM R OGLE 111 who has duly ualified as EXECUTOR(R/X1 and has agree to administer the estate according to law, all of which fully appears of record in my office at CUMBERLAA/D COUNTY COURT HOUSE, CARLISLE, PENN YLVANIA. I.N TESTIM NY WHEREOF, I have hereunto set my hand and affixed the seal of my office ~n the 14th day of March 2012. **NOT~** ALL NAMES ABOVE APPEAR (FIRST, MIDDLE, LAST) Last Will ~~ -i i 2 ~"~ 'T __ of ~ -' ~ - J-~~~ ~-, `.~CiT ~ - BETTY V. NAUGLE _> ~ ~' ' - ^' a- <~=~ I, BET'1~Y V. NAUGLE, of Cumberland County, Pennsylvania, make this Will and revddke all of my prior wills and codicils. Article One Distribution of My Property 1. Pour-Over to My Irrevocable Trust All of ~y property of whatever nature and kind, wherever situated, shall be distribu ed to my irrevocable trust. The name of my trust is: V. NAUGLE, Trustee ABLE TRUST, dated nts thereto. of the BETTY V. NAUGLE November 5, 2009, and any 2. Alternate Disposition If my i evocable trust is not in effect at my death for any reason whatsoever, then all of y property shall be disposed of under the terms of my irrevocable trust as if it we a in full force and effect on the date of my death. Page 1 Article Two My the State Powers of My Personal Representative nal representative shall have the power to perform all acts reasonably to administer my estate, as well as any powers set forth in the statutes in ~f Pennsylvania relating to the powers of fiduciaries. Article Three Payment of Expenses and Taxes and Tax Elections 1. Cooperating with the Trustee of My Irrevocable Trust I direct~y personal representative to consult with the TrustE;e of my revocable living t st to determine whether any expense or tax shall be paid from my trust or from my probate estate. 2. Tax Elections My pers pal representative, in its sole and absolute discretion, may exercise any availabl elections with regard to any state or federal tax laws. My pers pal representative, in its sole and absolute discretion., may elect to have all, non , or part of the property comprising my estate for federal estate tax purpose qualify for the federal estate tax marital deduction as qualified termina le interest property under Section 2056(b)(7) of the Internal Revenue Code. My pers~nal representative shall not be liable to any person for decisions made in good fai under this Section. Page 2 Section 3. Apportionment All expenses and claims and all estate, inheritance, and death taxes, excluding any generation-skipping transfer tax, resulting from my death and which aze incurred as a res{rlt of property passing under the terms of my irrevocable trust or through my prot}ate estate shall be paid without apportionment and without reimbursement from an~ person. However, expenses and claims, and all estate, inheritance, and death t es assessed with regazd to property passing outside of my irrevocable trust or outside of my probate estate, but included in my gross estate for federal estate t~x purposes, shall be chargeable against the persons receiving such Article Four I Appointment of My Personal Representative the following to be my personal representatives: WILLI~M R. NAUGLE, III, or if WILLIAM R. NAUGLE, I1:I is unwilling or unable t serve, I appoint DEBRA L. NAUGLE. If DEBRA I,. NAUGLE is unwilli g or unable to serve, I appoint AARON C. JACKSON. I direct hat my personal representatives not be required to furnish bond, surety, or other se unity. I have signed this Will on November 5, 2009. The fo going Will was, on the day and year written above, published and declare by BETTY V. NAUGLE in our presence to be her Will. We, in her present and at her request, and in the presence of each othf;r, have attested the same an have signed our names as attesting witnesses. Page 3 We declare that at the time of our attestation of this Will, BETTY V. NAUGLE was, according to our best knowledge and belief, of sound mind and memory and under r!o undue duress or constraint. STAT)~OF PENNSYLVANIA ) ss. COUN Y OF CUMBERLAND ) We, ETTY V. NAUGLE, ti..l~+--tk ~, S,a,c;tE.o,,3 and ~"flrs r •~. ~~Nrv ,the Testatrix and the witnesses, respectively, whose ames aze signed to the foregoing Will, having been sworn, declazed to the undersi ed officer that the Testatrix, in the presence of the witnesses, signed the ins ent as her last Will, that she signed, and that each of the witnesses, in the presen a of the Testatrix and in the presence of each other, signed the Will as a v V. S l and sworn before me by BETTY V~ NAUG~,E, the Testatrix, and by M . c ~:t <~ f~c{4 and arl'k l~ ~f{p~ n ,the on November 5, 2009. ~- / COIvAtONWEALTH OF PENNSYLVANIA ~~ NOTARIAL SEAI. Y PUBLIC Aaron C. Jackson, Notary Public Upper Allen Township, Cun~erltuul C'ceMy M commission ex irM,.+Ia ti7 2.q ! Page 4 ~ ~ m D r r T d J d 3 3 z m v n .~ d N O A m O N 'D d N O W R O A" w .11m ~D Z ,} ~ , rn y c~ w ;a. ,, ~ ~{v s: ~: ., ?: ~p N Rini",, 3 , DA 0 T Qp C I O ~O TZ mm ~ D v ZD ZO r Z n f 0 ( Sb T n p n n rr r D n y ~ ~ O D m O .. ~ m ~ . o I . . ._ C N N N~ - n ~ ~ ~ . N J ~ n n V J ( j J p ~ ~ N N N p ~ ONI ~:. ~ ~ ONI ONI w '~ ve C ~ r Z D ~,. , 0 ~~ ~ ~ C S .Z 1 D O . ., ~ r r f~ ~ , ~; ; x ~. ~ ~ `' '~ ~, a: ~ ; ~ ~ ~ ,; ~~~,~ ~: W Y <pO f C~ ® _{u 1 N L-.:CF:: _. N ~e ~ ~. f Nm A W a (P W m J N a a ~1 m V o °o 0 J N ~ O O N N N O O N N N N N ~ fail N N N O ~ ~ N t0 N m O a 3 A 9 l 1 w !'! 0 C N C 3 B m ~. 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N O ~ N » St MEMBERS 1s1 PBDERAL CABDrf UNION Account Number/S Date Account Estal Principal Balance 2 Accrued Interest to Total Principal and Interest Earned OU Name of Joint Own Date of Death )ate of Death ,ccrued Interest 1 /2012 - 01 /31 /2012 179140-00 10/05/1998 $227.05 $.04 $227.09 $.05 None Account Number/S Date Account Estal Principal Balance a Accrued Interest to Total Principal and Interest Earned 01~ Name of Joint Owr Account NumbedS Date Account Estal Principal Balance a Accrued Interest to Total Principal and Interest Earned 01l Name of Joint Own Date of Death )ate of Death ,ccrued Interest 1 /2012 - 01 /31 /2012 Date of Death )ate of Death accrued Interest 1 /2012 - 01 l31 /2012 179140-11 1 0/0 511 9 9 8 $11,569.99 $1.01 $11,571.00 $1.27 None 179140-OS 04102/2002 $12,079.41 $2.68 $12,082.09 $3.08 None E BERS 1sT FEDF~ ~ED~ `lJ„~1 Q nielle A. Kline Lending Insurance Support Specialist May 31, 2012 Estate of: BETTY I•IAUGLE Date of Death: 02/ 8/2012 Social Security Number: 201-14-5133 ~Y 5000 Louise Drive P.C~. Box 40 Mechanicsburg, Pennsylvania 17055 (800) :Z83-2328 wwwmemberslst.org Cumberland County Pennsylvania I . .- . . TAX COLLECTOR COPY -RETURN WITH PAYMENT FOR PROPER CREDIT NAUGLE, BETTY V IRR TR 32 RIDGEWAY DRIVE 32 RIDGEWAY DRIVE Acres 0.14 MEGHANICSBURG, PA 17050-7974 EVERGREEN LOT 390 PH 1 PB 76 PG 69 Payable To: DEBRA BASEHORE WIEST 269 WOODS Df21VE MEGHANICSBURG, PA 1705Q-2635 PHONE (717) 697-1294 Payable To: DEBRA BASEHORE 269 WOODS DRIVE PHONE (717) 897-1 MAP NO: 38-23571300. Desc: 32 RIDGEWAY DRI Acres 0.14 EVERGREEN ' LOT 390 PH 1 PB 76 G 69 IIII II IIIN IVII NII I~ IIIII IIIN NIN INII INI VI I~ ~~ BI~D~Y€ 371'/12 ~ - Control No: 3838005139 NIAP NO: 38-23-0571-300. Assessed Value: Land: 34,700 Improvement: 142,600 Total: 177,300 Discount Face Penalty County RE 1.902 $330.48 $337.22 $370.94 County Lib .143 $24.84 $25.35 $27.89 Twp/Boro 0.8045 $139.79 $142.64 $156.90 TAX AMOUNT DUE If Date O( Payment Is On $495.'11 3/1/12 thru 4/30YI2 5505.21 5/1/12 thru 6/30/12 5555.73 7/1/12 or Later Office Hours: MONDAY 9-12; TUESDAY 9-11 AM Bill No: 4151 ALSO 4/18 84/25,5-7 PM Bill Date: 3!1/12 CALL FOR HOURS AFTER JUNE 28 Control No:3838005139 17050-2635 Assessed Value: Land: 34,700 Improvement: 142,6()0 Total: 177,300 Discount Face Penalty County RE 1.902 $330.48 $337.22 $370.94 County LIb .143 $24.534 $25.35 $27.89 Twp/Boro 0.8045 $139.79 $142.84 $158.90 TAX AMOUNT DUE If Date Of Payment Is On 3495.11 3/1 /12 thru 4!30/'12 5505.2'1 5/1/12 thru 6/30/12 5555.73 7/1 /12 or Later Tax Payer. I / NAUGLE, BETTY V IRR TR 1 (x ~ /~ MECHANIOSBURG'VPA 1]056]974 ~ ~ /~~ L/ 3d 1 x, l \ 17' / /1W\ TAXPAYER'S COPY -KEEP THIS PORTION FOR YOUR RECORDS DEBRA BASEHORE WEST 269 WOGDS DRIVE ' MECHANI.CSBURG, P!~ 170 50-2635 TEMP - RETURN SERVICE u'FOR THE ESTATE OF . aErrr v NAUGLE "WILLIAM R, NAUGLE EXECUTOR 3 1007 I 2 RIDGEWAY DRIVE \ ea-tesvto¢ 'i MEGHANICSBURG, PA 17060 ~ ~ ~ (01 SL0a1 ''~, Pay to the. Or erof _„ ;:~:, ' oate ~,~5,21 MIrr1191P~lhll^M114~hIIlY~~1'uH ~ ~ ---~ $ ~~,4 NAUGLE, BETTY V ~ 1 LPL Financial Dollars 8 32 RIDGEWAY 'iDRIV ~ vR~lExaBecrcwamr+c naAFr vnvAeue n~aowR m MECHANICSBURGG, P ' ugetwsc,ru, wAnsAw. ~ .For I IL ~I ~ Li0i2i88561:6300761733 84~83n•1007 !~ IINIAIIIIINII~'IIIOI ~IIIIIIIIuIN~IIIII~ I „ BE~TY V. NAUGLE IRREVOCABLE TRUST November 5, 2009 ,~, e;' JACKSON LAW FIRM 4076 MARKET STREET CAMP HILL, PENNSYLVANIA 17011 (717) 76i-3535 d Betty V. Naugle Irrevocable Trust Table of Contents Article One Establishing My Trust ................................................1-1 Section 1.01 Identifying My Trust ....................................................... ....... 1-1 Section 1.02 Third-Party Reliance on Affidavit or Certification of Trust ................................................................................. ...... 1-1 Section 1.03 An Irrevocable Trust ........................................................ ...... 1-1 Section 1.04 ~~ Transfers to the Trust ....................................................... ...... 1-1 Section 1.05 ' Statement of My Intent .................................................... ......1-2 Section 1.06' My Lifetime Beneficiaries ............................................... ...... l-2 Article Two Trustee Succession and Trust Protector L Provisions ...................................................................2-1 Section 2.01 ', Resignation of a Trustee .................................................. ...... 2-1 Section 2.02 ' Trustee Succession ...........................:............................... ...... 2-1 Section 2.03 ' Removal and Replacement of Trustees ............................ ...... 2-1 .' Section 2.04 j Appointment of a Cotrustee ............................................. ...... 2-2 Section 2.05 ! Provisions for Trust Protector .......................................... ...... 2-2 ,~~^ Article Three Administration While I am Living .............................3-1 Contributions Held in a Single Trust ............................... ...... 3-1 Section 3.02 ~! Administration Upon My Death ...................................... ...... 3-1 Article Fou~ Administration of Remaining Trust Property ..... .....4-1 Article Fivel Remote Contingent Distribution .......................... .....5-1 Article Six !, Supplemental Needs Trust ................................... .....6-1 Section 6.01 i Distributions of Income and Principal ............................. ...... 6-1 Section 6.02 I Definition of "Supplemental Needs" ............................... ...... 6-2 Section 6.03 'i Objective to Promote Independence of Beneficiary ........ ...... 6-3 Section 6.04 I, Not Available Resource to Benefici ary ........................... 6-3 ...... Section 6.05 ' Distribution Guidelines ...............:.................................... ...... 6-3 Section 6.06 ' No Seeking of Order to Distribute ................................... ...... 6-4 Section 6.07 ~, Indemnification of Trustee When Acting in Good Faith . ...... 6-5 Section 6.08 Distribution Upon the Death of Beneficiary .................... ...... 6-5 Section 6.09 '' Limitation on Power to Remove and Replace Trustee .... ...... 6-5 Section 6.10 Application of Article ...................................................... ...... 6-5 Betty V. Naugle Irrevocable Trust i Article Seven Administration of Trusts for Underage and. Incapacitated Beneficiaries............. ...........................7-1 Section 7.01 Distributions for Underage and Incapacitated Beneficiazies .......................................................................... 7-1 Section 7.02 Methods of Distribution ......................................................... 7-1 Article Eight Section 8.01 Section 8.02 Section 8.03 Section 8.04 !I Section 8.05 'iection 8.06 Section 8.07 Section 8.08 Section 8.09 Section 8.10 !I Section 8.11 ~, Article Nine Section 9.01 i Section 9.02 Section 9.03 Section 9.04 Section 9.05 it Section 9.06 Article Ten Section 10.011 Section 10.02 Section 10.031 Section 10.041 Section 10.05 Section 10.06 Trust Administration .................................................. 8-1 No Bond ........................................................................ ......... 8-1 Exoneration of My Trustee ........................................... ......... 8-1 Trustee Compensation .................................................. ......... 8-1 Employment of Professionals ....................................... ......... 8-1 Exercise of Testamentary Power of Appointment ........ ......... 8-2 Determination of Principal and Income ........................ ......... 8-2 Trust Accounting .......................................................... ......... 8-2 Authority to Merge or Sever Trusts .............................. ......... 8-3 Certificate by Trustee .................................................... ......... 8-3 Generation-Skipping Transfer Tax Provisions ............. ......... 8-3 Grantor Trust Provisions ............................................... ......... 8-4 My Trustee's Powers ................................................. 9-5 Introduction to Trustee's Powers ...............:........................... 9-5 Investment Powers in General ............................................... 9-5 Business Powers ..................................................................... 9-5 Insurance Powers ................................................................... 9-5 No Loans to Me ..................................................................... 9-6 Limitation on My Trustee's Powers ...................................... 9-6 General Provisions ..................................................10-1 Maximum Term for Trusts ................................. Spendthrift Provision ......................................... Contest Provision ............................................... Changing the Governing Law and Situs of Administration ................................................... Definitions .......................................................... General Provisions and Rules of Construction.. Betty V. Naugle Irrevocable Trust ii ..................10-1 .................. 10-1 ..................10-1 ................ 10-2 ................10-2 ................10-6 Betty V. Naugle Irrevocable Trust Article One Establishing My Trust 7"he date of this Irrevocable Trust Agreement is November 5, 2009. The parties to the agreement ar@ Betty V. Naugle (the "Grantor") and William R. Naugle, III (my "Initial Trustee"). ', Section 1.01 Identifying My Trust My trust is ailed the "Betty V. Naugle Irrevocable Trust." However, the following format shoul be used for taking title to assets: "William R. Naugle, III, Trustee of the Betty V. Nau le Irrevocable Trust dated November 5, 2009." Section 1.0~ Third-Party Reliance on Affidavit or Certification of Trust My Trustee ay provide an affidavit or certification of trust to third parties in lieu of providing a c py of this agreement. Third parties are exonerated. from any liability for acts or orris ions in reliance on the affidavit or certification of trust, and for the application th t my Trustee makes of funds or other property delivered to my Trustee. Section 1.0~ An. Irrevocable Trust This Trust is irrevocable, and I may not alter, amend, revoke, or terminate it in any way. Section 1.0 Transfers to the Trust I transfer to y Trustee the property listed in Schedule A, attached to this agreement, to be held on th terms and conditions set forth in this instrument. I retain no right, title or interest in the income or principal of this trust or any other incident of ownership in any twist property1 (a) ', Trustee Acceptance By ex cution of this agreement, my Trustee accepts and agrees to hold the trust roperty described on Schedule A. All property, including life insur ce policies, transferred, to my trust after the date of this agreement must a acceptable to my Trustee. My Trustee may refuse to accept any propeii[y. My Trustee shall hold, administer and dispose of all trust prope y accepted by my Trustee for the benefit of my beneficiaries in accor ance with the terms of this agreement. (b) ~ No Distributions of Income or Principal My Triustee shall have no right, power, privilege or authority to invade or distrib}rte income or principal of the trust to or for my benefit. Betty V. Naugle Irrevocable Trust 1-1 Section 1.05 Statement of My Intent I am creating this trust as part of my estate plan to ensure efficient management, administratiors and protection of the trust assets for my beneficiaries. It is my express intent that the principal and income of this trust will not be available to me for any purpose, including Medicaid. Section 1.0$ My Lifetime Beneficiaries While I am living, William R. Naugle, III is the beneficiary of this trust. Betty V. Naugle Irrevocable Trust 1-2 Article Two Trustee Succession and Trust Protector Provisions Section 2.01 Resignation of a Trustee A Trustee may resign by giving written notice to me. If I am deceased, a resigning Trustee will dive written notice to the income beneficiazies of the trust and to any other Trustee then nerving. Section 2.02 Trustee Succession This Section ~overns the succession of my Trustees. (a) I I May Not Serve as Trustee Notwi standing any provision of this agreement to the contrary, under no circ stances may I serve as Trustee at any time. (b) Successors to Initial Trustee If Wiliam R. Naugle, III fails to serve as Initial Trustee, I appoint the follow ng, in the order named, to serve as successor Trustee: First: Debra L. Naugle ~! Second: Aazon C. Jackson Section 2.0~ Removal and Replacement of Trustees (a) I Removal and Replacement by Me I mays remove any Trustee, with or without cause azid appoint an indivi ual (other than me) or a corporate Trustee successor. (b) Removal by Beneficiaries After y death, a Trustee of any trust created under this agreement maybe remov d, with or without cause, by a unanimous decision of the income benefi iazies of the trust. The ri ht to remove a Trustee under this subsection will not be deemed to grant t~ the person holding that right any of the powers of that Trustee. If a neficiary is a minor or is incapacitated, the pazent or legal repres ntative of the beneficiary, other than me, may act on behalf of the (c) (Default of Designation and Appointment of Trustee If the ~ffice of Trustee of a trust created under this agreement is vacant and no, designated Trustee is able and willing to act, I must appoint an individ~ral (other than me) or corporate successor Trusl;ee. If I am incapacitated or deceased, my Trust Protector shall appoinl:an individual or corporate successor Trustee. If my Trust Protector fails to act, the Betty V. Naugle Irrevocable Trust 2-1 primary beneficiary may appoint an individual or corporate fiduciary that is not related or subordinate to the person or persons making the appointment within the meaning of Section 672(c) of the Internal Revenue Code to serve as successor Trustee. In the case of a minor or incapacitated beneficiary, the pazent or legal representative of such beneficiary, other than rrAe, may act on behalf of such beneficiazy. Any beneficiazy or his or her legal representative may petition a court of comp8tent jurisdiction to appoint a successor Trustee to fill any vacancy remairhing unfilled after a period of 30 days. By making such appointment, such court shall not thereby acquire any jurisdiction over the trust, $xcept to the extent necessary for making such appointment. Section 2.O~1 Appointment of a Cotrustee Any individual Trustee may appoint an individual or a corporate fiduciary as a Cotrustee. A Cotrustee '~so named shall serve only as long as my Trustee; who appointed such Cotrustee (orb if such Cotrustee was named by more than one Trustee acting together, by the last to s rve of such Trustees) serves, and such Cotrustee shall not become a successor T stee upon the death, resignation, or incapacity of my Trustee who appointed such Cotrust e, unless so appointed under the terms of this agreement. Although such Cotrustee ma exercise all the powers of the appointing Trustee, the combined powers of such Cotrust a and the appointing Trustee shall not exceed the powers of the appointing Trustee alon~. The Trustee appointing a Cotrustee may revoke t:he appointment at any '~" time with or without cause. ~'_ ~.'~ Section 2.0~ Provisions for Trust Protector The function pf the Trust Protector is to direct my Trustee in matters concerning the trust, and to assist, irf needed, in achieving my objectives as manifested by the other provisions of my estate ~lan. In order to serve, any Trust Protector named or appointed under this Section must be a corporate fiduciary or an individual who is not related or subordinate to a transferor or any beneficiary within the meaning of Section 672(c) of the Internal Revenue Code. (a) ii Designation of Trust Protector I app rut an individual or corporate fiduciary named by a majority of the benet~ciaries to serve as Trust Protector of each trust creeated under this The s~lerving Trust Protector may appoint a successor Tnrst Protector in writi~lg. The appointment will take effect upon the resignation, incapacity, or de~th of the appointing Trust Protector, but only if all 'T'rust Protectors that I gave named fail to qualify or act. Under no circumstances may I serve as Trust Protector. Betty V. Naugle Irrevocable Trust 2-2 (b) Resignation of Trust Protector A Trust Protector may resign by giving notice to me. If I am deceased, a resigning Trust Protector must give notice to the income beneficiazies of the trust and to my Trustee then serving. A resigning Trust Protector will not be liable or responsible for the acts or omissions of any successor Trust Protector. (c) .Default of a Designated Trust Protector If the, office of Trust Protector for a trust is vacant and there is no effecf vely named successor Trust Protector, any beneficiary may petition a cou of competent jurisdiction to appoint a successor Trust Protector to fill an vacancy remaining unfilled after a period of 30 drays. The court makir3lg the appointment will not acquire any jurisdiction over the trust, except; to the extent necessary for making the appointment. If a beneficiary is a minor or is incapacitated, the pazent or legal repres ntative of the beneficiary may act on behalf of the b<;neficiary. (d) I Rights of Successor Trust Protectors Any s~ccessor Trust Protector has all of the authority of any predecessor Trust rotector, but will not be responsible for the acts or omissions of its (e) I Power to Remove and Appoint Trustees After ~Imy death, my Trust Protector may remove any Tnstee of a trust created under this agreement. When~ver the office of Trustee of a trust is vacant and no successor Trustee is effectively named, my Trust Protector may appoint an indivi}iual or a corporate fiduciazy to serve as Trustee. A T~st Protector may not appoint itself as a Trustee and a Trust Protector may of simultaneously serve as both Trust Protector and Trustee. (f) !, Good Faith Standard Imposed The uthority of my Trust Protector is conferred in a nonfiduciary capac ty, and my Trust Protector is not liable for any good-faith act or omiss~on. My Trust Protector will be reimbursed promptly for any costs incurt~ed in defending or settling any claim brought against it in its capac~ty as Trust Protector unless it is conclusively established that the act or om~ssion was motivated by an actual intent to harm the beneficiazies of the tryst or was an act ofself-dealing for personal benefit. (g) Power to Amend Trust Agreement My Trust Protector may amend any provision of this agreement as it applies to any trust for which the Trust Protector is sf;rving as Trust ProtecEtor to do any of the following: Betty V. Naugle Irrevocable Trust 2-3 (i) alter the administrative and investment powers of my Trustee; (ii) reflect tax or other legal changes that affect trust administration; (iii) correct ambiguities, including scrivener errors, that might otherwise require court construction or reformation; and (iv) grant a beneficiary of any trust created under this agreement the ', testamentazy power to appoint all or part of the beneficiary's trust or trust shaze to the creditors of the beneficiary's estate. Any endment made by my Trust Protector to correct a scrivener's error in ac~rdance with this Section is effective as of the original date of the trust. II Any other amendment made by my Trust Protector as authorized above is effective as of the date of the trust, or the date of t:he amendment, in the sole and absolute discretion of my Trust Protector. 'The decision of my T st Protector as to the effective date of any such amendment must be set fo in the amendment. In gr ting a testamentary power of appointment, my Trust Protector may requir , as a condition for the beneficiary's exercise of the power, that the benefciazy first obtain the consent of my Trust Protector. My Trust Prote for may revoke the power at any time during the lifetime of the benef ciary to whom it was given. I suggest, but do not require, that my Trust rotectot exercise this authority to subject trust property to estate tax instea of the generation-skipping transfer tax when it appeazs that it may reduc overall taxes. standing the foregoing, my Trust Protector may not amend this :nt in any manner that would make trust corpus available to me for d eligibility or Medicaid estate recovery purposes. my Trust Protector may not limit or alter the rights of a ary in any trust assets held by the trust before the amendment. Any endment made by my Trust Protector must be in a signed written inst ent and delivered to the income beneficiaries of the trust and to my Trust e then serving. (h) i, Not a General Power of Appointment My rust Protector may not participate in the exercise of a power or discre ion conferred under this agreement that would cause my Trust Prote for to possess a general power of appointment within the meaning of Secti ns 2041 and 2514 of the Internal Revenue Code. Specifically, my Trust Protector may not use such powers for his or her personal benefit, nor f r the dischazge of his or her financial obligations. (i) Release of Powers My 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 Betty V. Naugle Irrevocable Trust 2-4 Trustee, irrevocably release, renounce, suspend, or reduce any or all powers and discretions conferred on my Trust Protector by this agreement. (j) No Duty to Monitor My Trust Protector has no duty to monitor or supervise any Trustee or trust Created under this- agreement. Further, my 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 my Trust Protector is in the sole and absolrpte discretion of my Trust Protector. (k) 'Compensation Any `)'rust Protector serving under this agreement is entitled to receive reasonable compensation for services as determined by my Trustee. My Trust ~iProtector is enfitled to reimbursement for all expenses incurred in the pq~rformance of its duties as Trust Protector, including travel expenses. Servi g in the capacity of Trust Protector does not prevent my Trust Prote for from also providing legal, investment or accounting services on behal of the trust or the trust beneficiaries. If my Trust Protector is provi ing professional services, my Trust Protector may charge its typical fees ~or professional services, and may also be compensated for its services as Trust Protector. (1) ' Right to Examine - The ~ooks and records of each trust created under this agreement, including all documentation, inventories and accountings, must be open and available for inspection by my Trust Protector at all reasonable times. Betty V. Naugle Irrevocable Trust 2-5 Article Three Administration While I am Living While I am liiving, my Trustee shall administer the trust as provided in this Article. Section 3.0!t Contributions Held in a Single Trust While I am liNing, my Trustee shall retain all contributions to my trust in a single trust for the benefit of the lifetime beneficiazies. For purposes of this Article, "contribution" means any cash or other assets transferred to my Trustee to be held as part of the trust i ands, in a umer that constitutes a gift for Federal gift tax purposes. The amount of a contribution ils its Federal gift tax value. My Trustee shall administer the trust as follows: (a) 'i Distribution of Income and Principal to William R. ,Naugle, III My 1~rustee may distribute to William R. Naugle, III ais much of the incorr#e and principal of the common trust as my Trustee determines is neces ary or advisable for his health, education, maintenazice and support. In m ing distributions under this Section, my Trustee may, but need not, take i to consideration any income or other resources that aze available to Willi R. Naugle, III outside of the trust and are known to my Trustee. A distribution to or for the benefit of William R. Naugle, III shall be ~~s;:, chazg~d to the trust as a whole rather than against William R. Naugle, III's ultim to shaze. My Tprustee shall have no right, power, privilege or authority to invade or distribute income or principal of the trust to or for my benefit. (b) ', Discharge of a Legal Obligation No p yment or distribution shall be made by my Trustee for the discharge of any of my legal obligations or otherwise for my monetary benefit. Section 3.0~ Administration Upon My Death Upon my de~th, my Trustee will administer the remaining trust property as provided in ,Article Four.! Betty V. Naugle Irrevocable Trust 3-1 Article Four Administration of Remaining Trust Property Section 4.0!1 Specific Distribution to My Grandchildren BAs soon as ptacticable after my death, my Trustee shall distribute an amount of $1,000 to each of my then living grandchildren, outright and free of trust. ]:f any benefuciary is deceased, my Trustee shall distribute the property subject to this distribution t~ that beneficiary's descendants, Per Stirpes. ]?roperty pas~ing under this Section will pass free of any administrative expenses or death taxes. Section 4.0~ Specific Distribution to William R. Naugle, III gas soon as practicable after my death, my Trustee shall distribute my real property at the address of 3 Ridgeway Drive, Mechanicsburg, Pennsylvania along with all its contents to William R~ Naugle, III, outright and free of trust. ]f William R~ Naugle, III is deceased, my Trustee shall distribute the property subject to this distribut'on to Debra L. Naugle. If Debra L. Naugle is deceased, my Trustee shall distribute the property subject to this distribution to William R. Naugle, III's descendants, ]'er Stirpes. Iroperty passing under this Section will pass free of any administrative expenses or death taxes. Section 4.O~i Distribution of Tangible Personal Property by Memorandum I reserve the #ight to make dispositions of items of tangible personal property by a signed written mem random executed after I sign this agreement that refers to my trust and lists items of tan ible personal property and designates the beneficiary of each item. If I execute a m morandum, the memorandum is to be incorporated by reference into this agreement to he extent permitted by law. I direct that on my death, my Trustee distribute the items of tangible personal property listed in the emorandum, together with any insurance policies covering such property and claims der such policies, as provided in the memorandum. Should I leave multiple written mem randa that conflict as to the disposition of any item of tangible personal property, the memorandum with the most recent date shall control as to those items that are in conflic . If the memor dum with the most recent date conflicts with a provision of this agreement z~s to the spe ific distribution of any item of tangible personal property, the provisions of the memoran um with the most recent date shall control as to those items that aze in conflict. If the memorandum can not legally be incorporated by reference, the memorandum shall then be treatrrd as an amendment to my trust and I request that my Trustee follow my Betty V. Naugle Irrevocable Trust 4-1 wishes and distribute the items of tangible personal property listed in the memorandum according to its terms. Section 4.Oi1< Division and Distribution of Remaining Trust Property My Trustee shall divide the remaining trust property into shares as follows: Name Relationship Share William R. Naugle, III Son 80% Kristine E. Gilbert Daughter 20% My Trustee s~all administer the shaze of each beneficiary as provided in the Sections that follow. iVotwithstan 'ng the preceding pazagraph, unless a shaze is distributed to an existing trust for the benefciary, during any period that a beneficiazy is a Supplemental Needs Person, my Trustees all administer the beneficiary's shaze as provided in Article Six. Section 4.0~ Distribution of the Share for William R. Naugle, III My Trustee s~all distribute the share set aside for William R. Naugle, III to him outright, liee of trust, ~xcept as provided in Article Seven. If William .Naugle, III is deceased, my Trustee shall distribute William R. Naugle, III's shaze t Debra L. Naugle. If Debra L. Naugle is deceased, my Trustee shall distribute Wi liam R. Naugle, III's share to William R. Naugle, III's descendants, per stirpes. If illiam R. Naugle, III has no living descendants, my Trustee shall distribute William R. augle, III's shaze pro rata to the other beneficiazies named in this Article. If there aze no ther named beneficiazies my Trustee shall distribute the remaining property as provided i~ Article Five. Section 4.0~ Distribution of the Share for Kristine E. Gilbert My Trustee s~all distribute the share set aside for Kristine E. Gilbert to her outright, free of trust, exce t as provided in Article Seven. If Kristine E!, Gilbert is deceased, my Trustee shall distribute Kristine E. Gilbert's shaze to her descendants, per stirpes. If Kristine E. Gilbert has no living descendants, my "Crustee shall) distribute Kristine E. Gilbert's share pro rata to the other beneficiazies named in th~s Article. ' If there aze no other named beneficiazies my Trustee shall distribute the remaining property as provided in Article Five. Betty V. Naugle Irrevocable Trust 4-2 Article Five Remote Contingent Distribution If, at any time, there is no person or entity qualified to receive fnal distribution of the trust estate or any part of it, then my Trustee shall distribute the portion of my trust estate with respect tb which the failure of qualified recipients has occurred to those persons 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. Betty V. Naugle Irrevocable Trust 5-1 Article Six Supplemental Needs Trust Trust property will be administered pursuant to the terms of this Article when: (i) anot~rer Article of this agreement directs that the property is to be administered as provided in this Article; or (ii) the beneficiary of the property under another Article of this agreement is a Supplemental Needs Person, unless the other Article directs the ben ficiary's interest to be distributed to an existing trust. "Beneficiazy"' under this Article refers to the beneficiary of the property under the other Article. The rovisions of the other Article shall continue to apply to the extent they do not conflict 'th the provisions of this Article; specifically, the provisions of this Article shall control t~e distributions of income and principal. Section 6.0'~ Distributions of Income and Principal The Trustee s~rall collect income and, after deducting all charges and expenses attributed thereto, shall pply for Beneficiary's benefit, in-kind, or in cash, :.o much of the income and principal (even to the extent of the whole) as the Trustee deems advisable in the T'rustee's sol and absolute discretion, subject to the limitations set forth below. The Trustee shall add the balance of net income not paid or applied to the principal of the `: Supplemental Needs Trust. (a) i~ Maximize Benefits Consi tent with the purpose of the Supplemental Needs'. Ttust, before expen ing any amounts from the net income and/or principal of this trust, the T stee shall consider the availability of all benefits from government or pri ate assistance programs for which Beneficiary may be eligible. The Truste ,where appropriate and to the extent possible, shrill endeavor to maxi ize the collection and facilitate the distribution of these benefits for Benefioiarv's benefit. (b) ', No Reduction in Benefits None ~f the income or principal of the Supplemental Needs Trust shall be applie in such a manner as to supplant, impair or diminish any Bove ental benefits or assistance for which Beneficiary may be eligible or which Beneficiary may be receiving, unless, in the sole and absolute discret on of the Trustee, such use of income and/or principal is beneficial to Ben ficiary. (c) ! No Assignment Beneficiary shall not have the power to assign, encumber, direct, distribute or auth'iorize distributions from the Supplemental Needs Trust. Betty V. Naugle In•evocable Trust 6-1 (d) Discretionary Distributions Notwithstanding the above provisions, the Trustee may make distributions to meat Beneficiazy's need for food, shelter, health caze, or other personal needs,. even if those distributions will impair or diminish Beneficiary's receipt or eligibility for government benefits or assistance, but only if the Trustee determines that the distributions will better meet Beneficiary's needs; and it is in Beneficiary's best interests, notwithstanding the consequent effect on Beneficiary's eligibility for, or receipt of, benefits. (e) ,Supplemental Needs Trust Savings Clause In the~ievent that the mere existence of the authority to make distributions that ill impair or diminish Beneficiary's receipt or eligibility for government benefits or assistance, as specified in subsections (b) and (d), above will result in a reduction or loss of Beneficiary's entitlement progr~m benefits, regardless of whether the Trustee actually exercises the authority, then such authority specified in subsections (b) and (d), above, shall Abe null and void, and the Trustee's authority to make these distri utions shall terminate. If such authority is terminated, then the Trust e's authority to make distributions shall be limited to distributions for B neficiary's Supplemental Needs, in a manner that will not adversely affect Beneficiazy's government benefits. Notwithstanding any provision to the contrary, in the event that the Supplemental Needs Trust is challenged or faces imminE;nt invasion by ``" ` any overnmental department or agency in such a way as to affect Bene ciary's eligibility for benefits available under any governmental progr ,the Trustee is empowered to amend the trust so as to maintain Bene ciary's eligibility for benefits under such governmental program. Section 6.0~ Definition of "Supplemental Needs" "`Supplemental needs" refers to the requisites for maintaining the good health, safety, and welfare of B'~neficiary when, in the sole and absolute discretion of the Trustee, such requisites aze'inot being provided by any public agency, office, or department of any state or of the United States. "`Supplemental needs" shall also include, but not be limited to, medical and dental expenses, amiual independent checkups, clothing and equipment., programs of training, education, treatment and rehabilitation, private residential care, transportation (including vehicle pure ases), maintenance, insurance, and essential dietary needs. "Supplemental needs" may nclude spending money; additional food; clothing.; electronic equipment such as radii, recording and playback, television and computer equipment; camping; vacations; at~letic contests; movies; trips; and money to purchase appropriate gifts for relatives and riends. 'Che Trustee shall have no obligation to expend trust assets for such needs, but if the "Crustee, in i( sole and absolute discretion, decides to expend trust assets, under no circumstancefi should any amounts be paid to, or reimbursed to, t:he federal government, Betty V. Naugle Irrevocable Trust 6-2 any state, or any governmental agency for any purpose, including; for the care, support, and maintenance of Beneficiary. Section 6.0$ Objective to Promote Independence of Beneficiary \While action$ aze in the Trustee's sole and absolute discretion, the Trustee should be mindful that it is my wish that Beneficiary live as independently, productively, and happily as possible. Section 6.O~t Not Available Resource to Beneficiary It is my inte to create a Supplemental Needs Trust that conforms to Pennsylvania law, in order to pr vide for Beneficiary's Supplemental Needs. I intend that the trust assets be cised to supp ment, not supplant, impair or diminish, any benefits or assistance of any Federal, slat ,county, city, or other governmental entity for which Beneficiary may otherwise be ligible or which Beneficiary may be receiving. Consistent with that intent, it is my desir that, before expending any amounts from net income and/or principal of the trust, the rustee consider the availability of all benefits from government or private assistance pr grams for which Beneficiazy may be eligible and that, where appropriate and to the a tent possible, the Trustee endeavors to maximize the collection of such benefits and o facilitate the distribution of such benefits for the benefit of Beneficiary. All actions q'f the Trustee shall be directed toward carrying out this intent and the discretion grapted the Trustee under this agreement to carry out thus intent is absolute. F'or purposes of determining Beneficiary's eligibility for any such benefits, no part of the principal or distributed income of the Supplemental Needs Tnst shall be considered available to eneficiary for public benefit purposes. The Trustee shall hold, administer, and distribute all property allocated to the Supplerenta Needs Trust for the exclusive benefit of Beneficiary during his or .her lifetime. All distributions from the trust aze in the sole and absolute discretion of the Trustee. In the event ~he Trustee is requested to release principal or income of the Supplemental Needs Trust o or on behalf of Beneficiazy to pay for equipment, medication, or services that any gov rnment agency is authorized to provide, or in the event the Trustee is requested to etition a court or any other administrative agency for the release of trust principal or i come for this purpose, the Trustee is authorized to deny such request and is authorized in its sole arid absolute discretion to take whatever administrative or judicial steps may b necessary to continue Beneficiary's eligibility for benefits, including obtaining leg 1 advice about Beneficiazy's specific entitlement to public benefits and obtaining ins ctions from a court of competent jurisdiction ruling that neither the trust corpus nor a trust income is available to Beneficiary for eligibility purposes. Any expenses of ~he Trustee in this regard, including reasonable attorney's fees, shall be a proper chazg to the Supplemental Needs Trust. Section 6.0~ Distribution Guidelines T'he Trustee shall be responsible for determining what discretionazy distributions shall be made from the Supplemental Needs Trust. The Trustee may distribute discretionazy Betty V. Naugle Irrevocable Trust 6-3 aunounts of income and principal to or for the benefit of Beneficiary for those 'supplemental Needs not otherwise provided by governmental financial assistance and benefits, or 6y the providers of services. Any undistributed income shall be added to principal. In making disitributions, the Trustee will: (i) conyider any other known income or resources of Beneficiary that aze reasonably available; (ii) take' into consideration all entitlement benefits from any government agency, such as Social Security Disability payments (SSDI), Medicaid, Supplemental Sec~ty Income (SSI), and any other special purpose benefits for which Ben ficiary is eligible; (iii) take's into consideration resource and income limitations of any such assistance (iv) make expenditures so that Beneficiary's standazd of living will be comfortable and enjoyable; (v) not ~e obligated or compelled to make specific payments; (vi) not ay or reimburse any amounts to any governmental agency or department, unless proper demand is made by such governmental agency and reimbursement is required by the state; and (vii) not ~e liable for any loss of benefits. Section 6.0~ No Seeking of Order to Distribute For purposes ~,of determining Beneficiary's state Medicaid prograni equivalent eligibility, no part of the) principal or undistributed income of the Supplemental Needs Trust may be considered available to Beneficiary. The Trustee will deny any request by Beneficiary to: (i) rele~se principal or income of the trust to or on behalf of Beneficiary to pay for equi ment, medication, or services that the state Medicaid program equivalent woglld provide if the trust did not exist; or (ii) pets ion a court or any other administrative agency for the release of trust prin~ipal or income for this purpose. The Trustee ay, in its sole and absolute discretion, take necessary administrative or legal steps o protect Beneficiary's state Medicaid program eligibility, including obtaining a ling from a court of competent jurisdiction that the trust principal is not available to eneficiazy for purposes of determining eligibility. Expenses for this purpose, incl ding reasonable attorney's fees, aze a proper chazge to Beneficiazy's Supplemental) Needs Trust. Betty V. Naugle Irrevocable Trust 6-4 :iection 6.07 Indemnification of Trustee When Acting 'in Good Faith The Trustee shall be indemnified from the trust property for any loss or reduction of public benefits sustained by Beneficiazy as a result of the Trustee exercising, in good faith, the authority granted to the Trustee under this Article. Section 6.OS Distribution Upon the Death of Beneficiary iJpon the death of Beneficiary, the Trustee shall distribute or retain the remaining Supplemental Needs Trust property according to the other Article of this agreement that directed the property to be held pursuant to this Article. If the other article does not provide for distribution upon the death of Beneficiazy, then the Trustees all distribute or retain the remaining Supplemental Needs Trust property as though Bene iciary had predeceased me. Section 6.0~ Limitation on Power to Remove and Replace Trustee iVotwithstand~ing any other provision of this agreement, Beneficiary has the power to remove and ~eplace the Trustee of the Supplemental Needs Trust, but may not appoint tumself or he self as the replacement Trustee. Section 6.1p Application of Article Any decision} made by the Trustee under this Article shall be final, controlling and binding upon) all beneficiaries subject to the provisions of this Article. Betty V. Naugle Irrevocable Trust 6-5 Article Seven Administration of Trusts for Underage and Incapacitated Beneficiaries ,` , Section 7.Oh Distributions for Underage and Incapacitated Beneficiaries 1.f under anot~rer provision of this agreement any part of the trust property is directed or required to b$ distributed outright to a person (other than me) who has not yet attained the age of 21 ye s or is incapacitated, then my Trustee may distribute or retain that part of the trust proerty as described in Section 7.02, unless the provisions of Article Six, Entitled "Sup lemental Needs Trust," apply. 'When makin~ a distribution, I request, but do not require, that my Trustee consider the ability that th~ beneficiary demonstrated in managing prior distributions. All decision made by my Trustee under this Article are final, controlling and binding upon all bengficiazies subject to the provisions of this Article. Section 7.0 Methods of Distribution Property to hich this Article applies may be: (i) dist ibuted directly to the beneficiary; (ii) dis ibuted to the beneficiary's guardian, conservator, patent, family member, or oth r person-who has assumed responsibility for his or her care; (iii) dis ibuted to any person or entity, including my Trustee, as custodian for the ben ficiazy under the Uniform Transfers to Minors Act, or similar statute; (iv) distributed to other persons or entities for the benefit of the beneficiary; (v) dist 'buted to an agent authorized to act for the beneficiary under a power of alto ey for property; (vi) reta ned in trust, distributing income and principal for any purpose, in any am unt, using any of the methods described above, all iri my Trustee's sole and abs lute discretion, and upon the beneficiary's death distributing the remainder as pointed by the beneficiazy, and if not appointed, as though the beneficiary had predeceased me; or (vii) distributed or retained in any combination of one or more of the above Betty V. Naugle Irrevocable Trust 7-1 Article Eight Trust Administration Section 8.01 No Bond No Trustee is required to furnish any bond for the faithful performance of my 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 necessazy. Section 8.OR Exoneration of My Trustee No successor Trustee is obligated to examine the accounts, records or actions of any previous Trustee or of the personal representative of my estate. No successor Trustee shall be in any way or manner responsible for any act or omission to act on the part of any previous'Trustee or the personal representative of my estate. Unless my Trustee has received notit;e of removal, my Trustee shall not be liable to me or to any beneficiary for the consequepces of any action taken by my Trustee that would have been, but for the prior removal of my Trustee, a proper exercise by my Trustee of the authority granted to my Trustee under this agreement. Absent bad faith on the part of my Trustee, my Trustee is exonerated from any and all liability for the acts or omissions of acts by my Trust 1?rotector. Section 8.Oki Trustee Compensation An individual serving as Trustee shall be entitled to fair and reasonable compensation for the services tendered as a fiduciary. A corporate fiduciary serving as Trustee shall be compensated',by agreement with an individual Trustee or, in the absence of an individual "frustee 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 aze rendered. My Trustee may charge additional fees for services it provides that aze not comprised within its duties as Trustee such as fees for legal services, tax return prepazation and corporate finance or investment banking services. ]:n addition to receiving compensation, my Trustee may be reimbursed for reasonable costs and expenses incuried in carrying out its duties under this agreement. Section 8.Oi4 Employment of Professionals My Trustee imay appoint, employ and remove, at any time and from time to time, investment a4lvisors, 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 errlployed with or without independent investigation. 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. Betty V. Naugle Irrevocable Trust 8-1 Section 8.05 Exercise of Testamentary Power of Appointment A testamentary power of appointment granted under this agreement may be exercised by a~ valid will or living trust 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. My Trustee unay conclusively presume that any power of appointment granted to any beneficiary cf 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 or living trust exercising the power within 30 days after the beneficiary's death, and my Trustee shall then be released from any liability for any distributions made in good faith. Section 8.05 Determination of Principal and Income The provisions of Pennsylvania law related to the allocation of principal and income shall govern beneficiazies' rights among themselves in matters concerning principal and income. If Tennsylvania law contains no provision concerning a particular item, my Trustee shall determine in a fair, equitable and practical manner what shall be credited, chazged, and apportioned between principal and income. r '~~ Section 8.Oq 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 beneficiaries of that trust during tlhe 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. A beneficiazy may object to an accounting rendered by my Trustee only if the beneficiazy gives written notice to my Trustee within 60 days a$er my Trustee renders the accounting. alny 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 beneficiazies. 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. Betty V. Naugle Irrevocable Trust 8-2 Section 8.08 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 2nd at least one Trustee in common. My Trustee may sever any trust on a fractional basis into two or more sepazate and identical trusts or may segregate a specific amount or asset from the trust property by allocation to a sepazate account or trust. My Trustee shall hold and administer each sepazate trust upon terms and conditions substantially identical to those of the trust from which it was severed. Section 8.09 Certificate by Trustee A written statiement of my Trustee may always be relied upon by, and shall always be conclusive evjdence in favor of, any transfer agent or any other person dealing in good faith with my Trustee in reliance upon the statement. Section 8.10 Generation-Skipping Transfer Tax Provisions Notwithstandip~g any other provision of this agreement to the contrazy, if a trust created under this agreement would be partially exempt from generation.-skipping transfer tax after the intended allocation of a GST exemption to the trust then: (a) Division into Exempt and Nonexempt Trusts My Trustee may divide the property of the trust into two separate trusts 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"). The exlempt trust shall 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" shall consist of the balance of the total trust assets. For purposes of computing the fractional shaze, asset values as finally determined for federal estate tax purposts shall be used. The fraction shall 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 shaze resulting from the application of such fraction will include fluctuations in the value of the trust property. (b) Administration of the Trusts The trusts created under this Section shall have the same terms as the original trust. To the extent possible, distributions to a non-skip person as defined by Section 2613 of the Internal Revenue Code shall be made from a nonexempt trust and distributions to a skip person as defined by Section 2613 shall be made from an exempt trust. My Trustee shall administer each exempt and nonexempt trust as a sepazate and independent trust. Any exiempt or nonexempt trust established under this agreement may be referred to by the name designated by my Trustee. Betty V. Naugle Irrevocable Trust 8-3 If an exempt trust and a nonexempt trust are 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. (c) My Intent; Trust Additions My intent is to minimize the application of the generation-skipping transfer tax to the trust property but not to affect the total amount of trust property to which any beneficiary may be entitled under this agreement. This agreement shall be so construed and interpreted to give effect to this intent. If at any time any property that has an inclusion ratio greater than zero for generation-skipping transfer tax purposes would be added to a trust with property that has an inclusion ratio of zero, then my Trustee shall instead hold such property in a separate trust on the same terms and conditions as the or¢ginal trust. Section 8.1'1 Grantor Trust Provisions I intend that this trust be a grantor trust for federal income tax purposes for those periods of time during which I or any other person holds one or more of the powers described in Sections 6711679 of the Internal Revenue Code, the effect of which is that I will be taxed on the income of my trust. To carry out this intent, the following provisions apply to the administration of my trust. (a) Power to Add Charities as Beneficiaries Whila I am living, the Trust Protector may add beneficiaries to this trust by designating any charitable organization described in Section 170 of the Interc~al Revenue Code as an additional beneficiary of the net income or prince al of the trust. Afrer designating any additional charitable beneft~ciary, my Trustee may, but is not required to, distribute net income or principal to the additional charitable beneficiary, in amounts and proportions determined by my Trustee. (b) Nonfiduciary Capacity The powers described in this Section aze exercisable solely in a nonfiduciary capacity without approval or consent of any person acting in a fiduciary capacity. No claim for breach of fiduciary duty may be imposed upon my Trust Protector, my Trustee or any other person as a result of the exercise or nonexercise of the powers granted under this Section. Betty V. Naugle Irrevocable Trust 8-4 Article Nine My Trustee's Powers Section 9.01 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 Pennsylvania or any other jurisdiction whose law applies to this trust. The powers set forth in Pennsylvania law related to fiduciary powers aze specifically incorporated into this trust agreement. 'The powers conferred upon my Trustee by law, including those powers conferred by Pennsylvania law related to fiduciary powers, shall be subject to any express limitations or contrazy directions contained in this agreement. The Trustee o;f 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 9.02 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 ,~.:A the United Stites of America and its possessions or territories, taking into account my trust s overall' investment portfolio. My Trustee may delegate its discretion to manage trust investments to any registered investment adviser or corporate fiduciary. Section 9.03 Business Powers My Trustee is authorized to serve as an officer, director, manager, or in any other capacity of an~ proprietorship, partnership, joint venture, corporation, or other enterprise in which the must has an interest. My Trustee may receive compensation for services. If' any trust crated 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(4)(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 9.04 Insurance Powers My Trustee may purchase, accept, hold, and deal with as owner, policies of insurance on my life, the life of any beneficiazy, or on the life of any person in whom any beneficiary has an insurable interest. It is my intent that life insurance policies be considered proper investments of, trust principal. My Trustee may purchase disability, medical, liability, long-term health caze and other insurance on biehalf of and for the benefit of any beneficiazy. My 'Crustee may purchase annuities and s~milaz investments for any beneficiazy. Betty V. Naugle Irrevocable Trust 9-5 The provisions of this Section shall supersede the principles of general trust law with respect to my Trustee's duties and obligations relating to any life insurance policies owned or acquired by my trust. Section 9.05 No Loans to Me My Trustee may not make loans of any type to me at any time. Section 9.06 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. (a) 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 dischazge a legal obligation of my Trustee, including the obligajtion 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 dischazge a legal obligation of the person having the power to remove my Trustee, including that person's obligation of support. ~_:^ ~:;~>, , 'a~;- Betty V. Naugle Irrevocable Trust 9-6 Article Ten General Provisions Section 10.01 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 Wile against perpetuities does apply, then this Section controls the maximum term for trusts. Notwithstanding any other provision of this agreement to the a~ntrary (except for the preceding pa>tagraph), unless terminated eazlier under other provisions of this agreement, each trust crejated under this agreement shall terminate upon the expiration of the longest period that property may be held in trust under this agreement: without violating the applicable ru)e against perpetuities. If the maxirrmm term for trusts under the applicable rule against perpetuities is determined by reference to the death of the last to die among a group of individuals, the group of individuals shall consist of the descendants of my matema] and paternal I,~andpazents, who aze 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 tp which they aze entitled to receive the net income. If no beneficiary is entitled to receive mandatory distributions of net income, then the remaining trust ::;~' property shalil vest in and be distributed to the beneficiaries then entitled to receive discretionary'distributions of net income of the trust, in equal shares. Section 10.02 Spendthrift Provision Neither the ittcome nor the principal of any trust created under this agreement may be assigned, antycipated, encumbered, alienated, or otherwise voluntazily transferred in any manner by aqy beneficiary. In addition, neither the income nor the principal of any trust created unded this agreement is subject to attachment, bankruptcy proceedings or any other legal pYocess, to the interference or control of creditors ar 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 10.b3 Contest Provision If, after receiving a copy of this Section, any person, in any manner, directly or indirectly, attempts to cdntest or oppose the validity of this agreement, (including any amendment to this agreemert), or commences, continues, or prosecutes any legal proceeding to set this agreement aside, then such person shall forfeit his or her shaze, cease to have any right or interest in the property, and shall, for purposes of this agreement be deemed to have predeceased me. Betty V. Naugle Irrevocable Trust 10-1 Section 10.04 Changing the Governing Law and Situs of Administration DQy 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. 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 necessazy, 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 beneficiaries entitled to receive distributions of net income under the trust may, by majority consent, appoint a corporate fiduciary in the new situs. If a beneficiary is a minor or is irucapacitated, the parent or legal representative of the beneficiary may act on behalf of the beneficiazy. Section 10.05 Definitions For purposes of this agreement, the following terms have the following meanings: (a) Adopted and Afterborn Persons A legally adopted person in any generation and his or her descendants, including adopted descendants, has 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 is deemed to be legally adopted if the adoption was legal ip 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 trust agreement. (c) Available GST Exemption An individual's "available GST Exemption" means the (iST exemption provided in Section 2631 of the Internal Revenue Code in effect at the time reduced by the aggregate of: (i) the amount, if any, of GST exemption allocated to lifetime transfers; and Betty V. Naugle Irrevocable Trust 10-2 (ii) the amount, if any, of allocations of GST exemption made or deemed made to transfers other than allocations to transfers under this agreement. 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 retum and the due date for the gift tax return has not yet passed, that individual's GST exemption is 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 tejrm "descendants" means the lineal descendants of all. generations of the id$ntified person. (e) Education The term "education" is intended to be an ascertainable standazd in accordance with Section 2041 and Section 2514 of the Internal Revenue Code end includes, but is not limited to: (i) enrollment at private elementary, junior and senior high school including boazding 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, atliletic training, musical instruction, theatrical training, the arts and travel. The term "education" also includes distributions made by my Trustee for expenses such as tuition, room and boazd, fees, books and supplies, tutoring, transportation, and a reasonable allowance for living expenses. (17 Grantor The term "Grantor" has the same legal meaning as "Settlor," "Trustor," "Trustknaker," or any other term referring to the maker of a trust. (g) Incapacity Except as otherwise provided in this agreement, a person is deemed incapaicitated in any one of the following circumstances. (1) The Opinion of Two Licensed Physicians An individual is deemed incapacitated whenever, in the opinion of two licensed physicians, the individual is unable to effectively manage his or her property or fnnancial affairs, whether as a result of age, illness, use of Betty V. Naugle Irrevocable Trust 10-3 prescription medications, drugs or other substances, or any other cause. 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 declazed 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 disappeazance, absence, or detention (including incazceration). A person's disappeazance, 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 y~g;~; affidavit as conclusive evidence of incapacity. (h) Income Beneficiary The term "income beneficiary" means any beneficiary wha is then entitled to receive distributions of the net income of the trust, whether mandatory or discretionary. (i) Independent Trustee The term "Independent Trustee" means a Trustee who is not an Interested Trustee as defined in subsection (j). Whenever a power is granted exclusively to an Independent Trustee or the phrase "other than an Interested Trustee" is used (or similar prohibitive language), then the power or discretion may be exercised only by an Independent Trustee. (j) 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) cam 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 beneficiazy with either the beneficiazy 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 Betty V. Naugle Irrevocable Trust 10-4 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 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. (k) Lifetime Beneficiary or Lifetime Beneficiaries The term "lifetime beneficiary" or "lifetime beneficiaries" means those individuals that are identified in Section 1.06 and provided for in Article Three. (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 shares as there aze then living children of the person and deceased children of'the person who left then living descendants. Each then living child will receive one shaze and the shaze of each deceased child will be divided among such child's descendants in the same manner. (m) Primary Beneficiary The primary beneficiary of a trust created under this agreement is the oldest income beneficiary of that trust unless some other individual is specifically designated as the primary beneficiary of that sepazate trust. (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). 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 "trust," "my trust," "this trust," "this agreement," and similaz terms refer to this agreement and all trusts created under the terms of this agreement. Betty V. Naugle Irrevocable Trust 10-5 (p) Trustee The terms "Trustee" and "my Trustee" refer to the Trustees named in Article One, entitled "Establishing My Trust," and to any successor, substikute, replacement, or additional person, corporation or other entity that is from time to time acting as the Trustee of any trust created under the teems of this agreement. The term "Trustee" refers to singulaz or plural) as the context may require. (q) 'Trust Estate and Trust Property The t rms "trust estate" and "trust property" mean all property (income and p incipal) held by my Trustee under this agreement, including all prope y that my Trustee may acquire from any source. Section 10.Q6 General Provisions and Rules of Construction The followin~ general provisions and rules of construction apply to this agreement: (a) I, Singular and Plural; Gender Unles the context requires otherwise, words denoting the singular may be const ed as plural and words of the plural may be constned as denoting the si gular. Words of one gender may be construed as denoting another gende as is appropriate within the context. (b) I Headings of Articles, Sections, and Subsections The eadings of Articles, Sections, and subsections used within this agree ent are included solely for the convenience and reference of the reader They have no significance in the interpretation or construction of this a reement. (c) Governing Law Unles the Situs of Administration is changed as proviiied in Section 10.04, Pennsylvania law governs the validity and construction of this (d) The not I have e Trust Ai Trustee. Severability lity or unenforceability of any provision of this agreement shall the validity or enforceability of any other provision of this this agreement on the day and yeaz first above written. This Irrevocable t shall be effective when signed by me, whether or not now signed by my Betty V. Naugle Irrevocable Trust 10-6 T certify that I have read this Irrevocable Trust Agreement, that I understand it, and that it correctly states the provisions under which my trust property is to be administered and distributed by my Trustee. ~y ~ Bet .Naugle, Grantor William R. Naugle, III, Trust ~ COMMONWEALTH OF PENNSYLVANIA ) LL ) ss. COUNTY Oak CUMBERLAND ) On this day, November 5, 2009, before me personally appeaze~i Betty V. Naugle and William R. Naugle, III, personally known to me (or proved to me on the basis of satisfactory ~vidence) to be the individuals whose names are subscribed to the foregoing instrument, g4nd acknowledged that they executed the same as their voluntary act and deed for the urposestherein contained. Witness my and and official seal. [Seale ~--'" `"~~ Notazy Public COMMONWE THOFPENNSYLVAMA NO'lARIALSEAL My commission expires: _ Aaron C. J knon, Notnry Public UpperAllenT ehip,CumberlnndCounty Betty V. Naugle Irrevocable Trust 10-7 .~ , ~~ ~: (:; : _~: 'Cen Dollars "ash Schedule A Betty V. Naugle Irrevocable Trust A-1