The URL can be used to link to this page

Home My WebLink About11-27-12 (2)1505611185 , REV-1500 EX (02-11) (FI) PA Department of Revenue OFFICIAL USE ONLY Bureau of Individual Taxes County Code Year File Number PO BOX 280601 INHERITANCE TAX RETURN 21, 12 0 8 6 0 Harrisburg, PA 17128-0601 RESIDENT DECEDENT ENTER DECEDENT INFORMATION BELOW Social Security Number Date of Death MMDDYYYY Date of Birth MMDDYYYY Decedent's Last Name Suffix Decedent's First Name M I TURNER CHARLES W (If Applicable) Enter Surviving Spouse's Information Below Spouse's Last Name Suffix Spouse's First Name M I TURNER JANE C Spouse's Social Security Number THIS RETURN MUST BE FILED IN DUPLICATE WITH THE - - REGISTER OF WILLS FILL IN APPROPRIATE BOXES BELOW ® 1. Original Return ^ 2. Supplemental Return ^ 3. Remainder Return (Date of Death Prior to 12-13-82) ® ® ^ 4. Limited Estate 4a. Future Interest Compromise (date of 5. Federal Estate Tax Return Required death after 12-12-82) 6. Decedent Died Testate ~ 7. Decedent Maintained a Living Trust 8. Total Number of Safe Deposit Boxes (Attach Copy of WII) (Attach Copy of Trust.) ^ ^ ® 9. Litigation Proceeds Received 10. Spousal Poverty Credit (Date of Death 11. Election to Tax under Sec. 9113(A) Between 12-31-91 and 1-1-95) (Attach Schedule O) CORRESPONDENT - THIS SECTION MUST BE COMPLETED. ALL CORRESPONDENCE AND CONFIDENTIAL TAX INFORMATION SHOULD BE DIRECTED TO: Name Daytime Telephone Number BRADLEY J• GUNNISON, ESQ- 717-237-5479 _ First Line of Address 100 PINE STREET Second Line of Address PO BOX 1166 City or Post Office HARRISBURG Correspondent's a-mail address: B G U N N I S O N B I'1 W N• C O M State ZIP Code PA 171081166 .. REG'6T~ OF WILLS'ttSE Ol ~h( ~ ~ ./ ~ ~~ ~"r1 it~ ~ ~ -:D ~ ..1 ~ + ~ ~ ~~ ,: ~:~ _ r.,,.. ' I ~t ~-^! DATE FIL~ y,~ r--~ v~ ~-+ C7] ~'f Under penalties of perjury, I declare that I have examined this return, including accompanying schedules and statements, and to the best of my knowledge and belief, it is true, correct and complete. Declaration of preparer other than the personal representative is based on all information of which preparer has any knowledge. SI TURE O PERSON~PONS LE FOR FILING RE RN DATE u~... C1'L ll - ~~ - ~O)a. ADD SEE AT ACHED SIGNATURE OF PREPARER OTHER THAN REPRESENTATIVE ~ DATE MCNEES WALLACE & NURICK LLC '% 11-~`~ a ADDRESS P•0• BOX 1166 HARRIS URG PA 17108-1166 PLEASE USE ORIGINAL FORM ONLY 1505611185 Side 1 OM4647 3.000 1505611185 J hu) Estate of CHARLES W. TURNER Executors (Page 1) Name Carolyn T. Benedict Address 157 Chestnut Street PO Box 476 Mt. Wolf, PA 17347- Tax ID - - Name Ann Turner Address 103 Ashford Way Camp Hill, PA 17011- Tax ID - - 516-09-6969 J 1505611285 REV 1500 EX (FI) Decedent's Social Security Number Decedents tyame: TURNER CHA RLES W RECAPITULATION 1. Real Estate (Schedule A) 1 0 - 0 0 2. Stocks and Bonds (Schedule B) . 2. 0 - 0 0 3. Closely Held Corporation, Partnership or Sole-Proprietorship (Schedule C) , 3. 0 , 0 0 4. Mortgages and Notes Receivable (Schedule D) , • • • • • • • • • • • • • 4. 1, 268, 087.60 5. Cash, Bank Deposits and Miscellaneous Personal Property (Schedule E) 5. 2 2 , 0 0 0.0 0 6. Jointly Owned Property (Schedule F) ~ Separate Billing Requested 6. 4 , 4 0 0 • 3 5 7. Inter-Vivos Transfers & Miscellaneous Non-Probate Property (Schedule G) ~ Separate Billing Requested 7. 1, , 3 71, 0 8 6.0 8 8. Total Gross Assets (total Lines 1 through 7) $ 2 , 6 6 5 , 5 7 4.0 3 9. Funeral Expenses and Administrative Costs (Schedule H). g, 3 ], , 3 3 ? • 0 3 10. Debts of Decedent, Mortgage Liabilities, and Liens (Schedule I) 10. 5 9 , 9 7 2.5 7 11. Total Deductions (total Lines 9 and 10) , 11 91, 3 0 9.6 0 12. Net Value of Estate (Line 8 minus Line 11) 12. 2 , 5 7 4 , 2 6 4.4 3 13. Charitable and Governmental Bequests/Sec 9113 Trusts for which an election to tax has not been made (Schedule J) , . 13. 0 . 0 0 14. Net Value Subject to Tax (Line 12 minus Line 13) _ . 14 2 , 5 7 4 , 2 6 4.4 3 TAX CALCULATION -SEE INSTRUCTIONS FOR APPLICABLE RATES 15. Amount of Line 14 taxable at the spousal tax rate, or transfers under Sec. 9116 (a)(1.2)X.O.- 589,290.65 15. 0.00 16. Amount of Line 14 t xable 4~ at linealratex.o 1,984,973.78 16. 89,323.82 17. Amount of Line 14 taxable at sibling rate X .12 0. 0 0 17 0. 0 0 18. Amount of Line 14 taxable at collateral rate X .15 0. 0 0 18. 0. 0 0 19. TAX DUE 19. 20. FILL IN THE BOX IF YOU ARE REQUESTING A REFUND OF AN OVERPAYMENT Side 2 1505611285 15D5611285 OM4648 3.000 89,323.82 J REV 1500 EX (FI) Page 3 Decedent's Comnlete Adrirpss~ File Number ai. i_a na~n DECEDENTS NAME TURNER CHARLES W STREET ADDRESS CUMBER AND CITY LEMOYNE STATE PA ZI P ],7043- Tax Payments and Credits: 1. Tax Due (Page 2, Line 19) 2. Credits/Payments A. Prior Payments 8 8, D D 0• D D B. Discount 4 , 4 6 6.19 3. Interest 4. If Line 2 is greater than Line 1 + Line 3, enter the difference. This is the OVERPAYMENT. Fill in box on Page 2, Line 20 to request a refund. (4) (1) 89, 323 • B2 92,466.19 (3> 0.00 3,142.37 5. If Line 1 + Line 3 is greater than Line 2, enter the difference. This is the TAX DUE. (5) D . 0 D Make check payable to: REGISTER OF WILLS, AGENT. PLEASE ANSWER THE FOLLOWING QUESTIONS BY PLACING AN "X" IN THE APPROPRIATE BLOCKS 1. Did decedent make a transfer and: Yes No a. retain the use or income of the property transferred 0 ^ b. retain the right to designate who shall use the property transferred or its income ^ c. retain a reversionary interest ^ d. receive the promise for life of either payments, benefits or care? ^ 2. If death occurred after Dec. 12, 1982, did decedent transfer property within one year of death without receiving adequate consideration? . ^ 0 3. Did decedent own an "in trust for" or payable-upon-death bank account or security at his or her death? ^ 4. Did decedent own an individual retirement account, annuity, or other non-probate property which , contains a beneficiary designation? ^ IF THE ANSWER TO ANY OF THE ABOVE QUESTIONS IS YES, YOU MUST COMPLETE SCHEDULE G AND FILE IT AS PART OF THE RETURN. For dates of death on or after July 1, 1994, and before Jan. 1, 1995, the tax rate imposed on the net value of transfers to or for the use of the surviving spouse is 3 percent [72 P.S. §9116 (a) (1.1) (i)]. For dates of death on or after Jan. 1, 1995, the tax rate imposed on the net value of transfers to or for the use of the surviving spouse is 0 percent [72 P.S. §9116 (a) (1.1) (ii)]. The statute does not exempt a transfer to a surviving spouse from tax, and the statutory requirements for disclosure of assets and filing a tax return are still applicable even if the surviving spouse is the only beneficiary. For dates of death on or after July 1, 2000: • The tax rate imposed on the net value of transfers from a deceased child 21 years of age or younger at death to or for the use of a natural parent, an adoptive parent or a stepparent of the child is 0 percent [72 P.S. §9116(a)(1.2)J. • The tax rate imposed on the net value of transfers to or for the use of the decedent's lineal beneficiaries is 4.5 percent, except as noted in [72 P.S. §9116(a)(1)]. • The tax rate imposed on the net value of transfers to or for the use of the decedent's siblings is 12 percent [72 P.S. §9116(a)(1.3)]. Asibling is defined, under Section 9102, as an individual who has at least one parent in common with the decedent, whether by blood or adoption. Total Credits (A + B) (2) OM4671 2.000 REV-1507 EX + (6-98) SCHEDULE D COMMONWEALTH OF PENNSYLVANIA MORTGAGES & NOTES INHERITANCE TAX RETURN RESIDENT DECEDENT RECEIVABLE ESTATE OF FILE NUMBER CHARLES W TURNER 2112 0860 All property jointly-owned with right of survivorship must be disclosed on Schedule F. 3W46AC 1.000 (If more space is needed, insert additional sheets of same size) REV-1508 EX+ (11-10) pennsylvania SCHEDULE E DEPARIMENTOF REVENUE CASH, BANK DEPOSITS, & MISC. RESIDENT oECEDENrTURN PERSONAL PROPERTY ESTATE OF: FILE NUMBER: CHARLES W TURNER 21 12 0860 Include the proceeds of litigation and the date the proceeds were received by the estate. OWa6AD 2.000 If more space is needed, use additional sheets of paper of the same size. REV-1509 EX+ (01-10) pennsylvania SCHEDULE F DEPARTMENT OF REVENUE INHERITANCE TAX RETURN JOINTLY OWNED PROPERTY RESIDENT DECEDENT ESTATE OF: FILE NUMBER: CHARLES W TURNER 21 12 0 8 6 0 If an asset became jointly owned within one year of the decedent's date of death, it must be reported on Schedule G. SURVIVgVG JONJT' TENANT(S) NAME(S) ADDRESS RELATIONSHIP TO DECFDB~lT A Benedict, Carolyn T 157 Chestnut Street, PO Box 476, Mt. Wolf, PA 17347 Daughter B Turner, Jane C 1059 Brandt Avenue, Lemoyne, PA 17043-1455 Surviving Spouse JOINTLY OWNED PROPERTY: ~~ NUMBER LETTER FOR JOINT TENANT DATE MADE JOINT DESCRIPTION OF PROPERTY INCLUDE NAME OF FINANCIAL INSTITUTION AND BANK ACCOUNT NUM3ER OR SIMLAR IDENTIFYING NUM3ER. ATTACH DEED FOR JgNTLY HELD REAL ESTATE. DATE OF DEATH VALUE OF ASSET % OF DECEDE-JT'S INTEREST DATE OF DEATH VALUE OF DECEDENTS INTEREST 1 BA 12/28/19 8 M&T Bank Checking Account No. 86655418 13,201.02 33.3300 4,400.34 Interest accrued to 7/17/2012 0.03 33.3333 0.01 TOTAL (Also enter on Line 6, Recapitulation) S 4 , 400.35 swasAE 2.00o If more space is needed, use additional sheets of paper of the same size. REV-1510 EX + (08-09) pennsylVania DEPARTMENT OF REVENUE INHERITANCE TAX RETURN RESIDENT DECEDENT SCHEDULE G INTER-VIVOS TRANSFERS AND MISC. NON-PROBATE PROPERTY ESTATE OF FILE NUMBER CHARLES W TURNER 21 12 0860 This schedule must be completed and filed if the answer to any of questions 1 through 4 on page three of the REV-1500 is yes. ITEM NUMBS DESCRIPTION OF PROPERTY INC1lOETFENNNEOFTFETRANSFEREE,ThEIRREIATIONSHPTODECEDEMAPD TFEQ4TEOFTRAt~LSFEJ2ATfPGHACAPYOFTFEDEEDFORREALESTATE. DATE OF DEATH VALUE OF ASSET %OF DECD'S INTEREST EXCLUSION IFAPPIJCABLE TAXABLE VALUE 1• Bryn Mawr Revocable Trust, Account No. 5010001432 1,366,816.15 100.0000 0.00 1,366,816.15 See attached valuation information and copy of revocable trust agreement Interest accrued to 7/17/2012 4,269.93 100.0000 4,269.93 TOTAL (Also enter on line 7, Recapitulation) $ 1,371,086.08 If more space is needed, use additional sheets of paper of the same size. 9W46AF 2.000 REV-1511 EX+ (10-09) pennsylvania DEPARTMENTOF REVENUE INHERITANCE TAX RETURN RESIDENT DECEDENT SCHEDULE H FUNERAL EXPENSES AND ADMINISTRATIVE COSTS ESTATE OF FILE NUMBER CHARLES W TURNER 2112 0860 Decedent's debts must be reported on Schedule I. ITEM NUMBER DESCRIPTION AMOUNT A. FUNERAL EXPENSES: ~. West Shore Country Club Funeral Luncheon 4,224.76 Total from continuation schedules . B. 1 ADMINISTRATIVE COSTS: Personal Representative Commissions: Name(s) of Personal Representative(s) Street Address 2. 3. City State ZIP Year(s) Commission Paid: Attorney Fees: McNees Wallace & Nurick LLC (Estimated) Family Exemption: (If decedent's address is not the same as claimant's, attach explanation.) Claimant Street Address City State PA ZIP Relationship of Claimant to Decedent 4. Probate Fees: 5. Accountant Fees: 6. Tax Retum Preparer Fees: 7. 1 Bryn Mawr Trust Company Investment Fee Total from continuation schedules . 9,608.02 15,000.00 928.50 967.76 607.99 TOTAL (Also enter on Line 9, Recapitulation) ~ $ 31 , 337.03 swasA~ 2.00o If more space is needed, use additional sheets of paper of the same size. Estate of: CHARLES W TURNER Schedule H Part 1 (Page 2) Item No. Description 2 Parthemore Funeral Home Funeral Services 21 12 0860 Amount 9,608.02 Total (Carry forward to main schedule) 9,608.02 Estate of: CHARLES W TURNER 21 12 0860 Schedule H Part 7 (Page 2) 2 Cumberland County Register of Wills Filing Fee for inheritance tax return and inventory 30.00 3 Cumberland Law Journal Legal Advertising 75.00 4 Journal Publications Legal Advertising 150.00 5 McNees Wallace & Nurick LLC Costs Advanced as follows: Duplicating $80.45 Courier Svs. 13.79 Postage 8.75 102.99 6 McNees Wallace & Nurick LLC Reserve for closing costs re duplicating, postage, etc. 250.00 Total (Carry forward to main schedule) 607.99 REV-1512 EX+ (12-08) pennsylvania SCHEDULE DEPARTMENTOF REVENUE DEBTS OF DECEDENT, INHERITANCE TAX RETURN MORTGAGE LIABILITIES & LIENS RESIDENT DECEDENT ESTATE OF FILE NUMBER CHARLES W TURNER 21 12 0860 Report debts incurred by the decedent prior to death that remained unpaid at the date of death, including unreimbursed medical expenses. ITEM VALUE AT DATE NUMBER DESCRIPTION OF DEATH 1~ M&T Bank Loan No. 12044450408704998 Amount reported is 100$ of the outstanding loan balance; Loan held jointly between decedent and his spouse however the decedent's spouse was only on the loan for convenience purposes and the intent was that the loan was solely the decedent's responsibility; See attached loan information 59,862.57 2 (Home Remedy Skilled Nursing Balance Due 110.00 TOTAL (Also enter on Line 10, Recapitulation) ~$ 59, 972 .57 awasAH 2.00o If more space is needed, insert additional sheets of the same size. REV-1513 EX+ (01-10) Pennsylvania DEPARTMENT OF REVENUE INHERITANCE TAX RETURN RESIDENT DECEDENT SCHEDULE J BENEFICIARIES ESTATE OF: FILE NUMBER: CHARLES W TURNER 21 12 0860 RELATIONSHIP TO DECEDENT AMOUNT OR SHARE NUMBER NAME AND ADDRESS OF PERSON(S) RECEIVING PROPERTY Do Not List Trustee(s) OF ESTATE TAXABLE DISTRIBUTIONS (Include outright spousal distributions and transfers under Sec. 9116 (a) (1.2).] 1. Charles Turner Unified Credit Trust Bryn Mawr Trust Co. & Jane Turner, ~~ Trustees c/o One West Chocolate Ave., Suite 200 Hershey, PA 17033 Trust Remainder - $1,982,773.60 Credit Shelter T 1,982,773.60 2 Carolyn T. Benedict 157 Chestnut Street PO Box 476 Mt. Wolf, PA 17347 Joint Account - $2,200.18 Daughter 2,200.18 ENTER DOLLAR AMOUNTS FOR DISTRIBUTIONS SHOWN ABOVE ON LINES 15 THROUGH 1 8 OF REV-1500 COVER SHEET, AS APP ROPRIATE. ~~ NON-TAXABLE DISTRIBUTIONS A. SPOUSAL DISTRIBUTIONS UNDER SECTION 9113 FOR WHICH AN ELECTION TO TAX IS NOT TAKEN: 1. B. CHARITABLE AND GOVERNMENTAL DISTRIBUTIONS: 1. TOTAL OF PART II -ENTER TOTAL NON-TAXABLE DISTRIBUTIONS ON LINE 13 OF REV-1500 COVER SHEET. $ 0.00 If more space is needed, use additional sheets of paper of the same size. 9W46AI 2.000 Estate of: CHARLES W TURNER Schedule J Part 1 (Page 2) Item No. Description 3 Jane Turner 1059 Brandt Avenue Lemoyne, PA 17043-1455 Car - $22,000 Joint Account - $2,200.17 Unified Credit Trust (Life Estate) - $565,090.48 Relation Surviving Spouse 21 12 0860 Amount 589,290.65 REV-1514 EX+(4-09) SCHEDULE K Pennsylvania LIFE ESTATE ANNUITY ~ DEPARTMH~lT OF REVEIVI~ & TERM CERTAIN Bureau of Individual Taxes Po Box28o6o1 Harrisburg PA 17128-0601 CHECK BOX 4 ON REV-1500 COVER SHEET ( ) ESTATE OF FILE NUMBER CHARLES W TURNER 21 12 0860 This schedule should be used for all single-life, joint or successive life estate and term-certain calculations. For dates of death prior to 5-1-89, actuarial factors for single-life calculations can be obtained from the Department of Revenue. Actuarial factors can be found in IRS Publication 1457, Actuarial Values, Alpha Volume for dates of death from 5-1-89 to 4-30-99, and in Aleph Volume for dates of death from 5-1-99 and thereafter. Indicate below the type of instrument that created the future interest below and attach a copy of it to the tax return. 0 Will ^ Intervivos Deed of Trust ^ Other NAME OF LIFE TENANT DATE OF BIRTH NEAREST AGE AT DATE OF DEATH TERM OF YEARS LIFE ESTATE IS PAYABLE Jane Turner 08 / 07 / 1918 94 X Life or Term of Years Life or Term of Years Life or Term of Years Life or Term of Years Life or Term of Years 1. Value of fund from which life estate is payable . . $ 2. Actuarial factor per ap ro riate table . . . . . . Interest table rate - ^ 3.5% ^ 6% ^ 10% 0 Variable Rate 1.20000% 2,547,864.08 0.03943 3. Value of life estate (Line 1 multiplied by Line 2) $ 100, 462 .28 NAME OF LIFE ANNUITANT DATE OF BIRTH NEAREST AGE AT DATE OF DEATH TERM OF YEARS ANNUITY IS PAYABLE Life or Term of Years Life or Term of Years Life or Term of Years ^ Life or ^ Term of Years 1. Value of fund from which annuity is payable ... .. $ u . uu 2. Check appropriate block below and enter corresponding number . . . . . . 0.000 Frequency of payout -^ Weekly (52) Bi-weekly (26 Monthly (12) ^ Quarterly (4) ^Serni-annually (2) Annually (1) Other ( ) 0 3. Amount of payout per period . . . . . . . . . . $ 0.00 4. Aggregate annual payment, Line 2 multiplied by Line 3 . . . . 0.00 5. Annuity Factor (see instructions) Interest table rate -^ 3 1 /2% ^ 6% ^ 10% ^ Variable Rate 0.00000 % 0.00000 6. Adjustment Factor (See instructions.) .. .... .. .. 0.00000 7. Value of annuity - If using 3.5%, 6%, or 10%, or if variable rate and period payout is at end of period, calculation is: Line 4 x Line 5 x Line 6 , . . $ 0.00 If using variable rate and period payout is at beginning of period, calculation is: (Line 4 x Line 5 x Line 6) + Line 3 . $ 0.00 NOTE: The values of the funds that create the above future interests must be reported as part of the estate assets on Schedules A through G of the tax return. The resulting life or annuity interest should be reported at the appropriate tax rate on Lines 13 and 15 th rough 18 of the return. If more space is needed, use additional sheets of the same size. 8W46AJ 1.010 REV-1647 EX+ (02-10) pennsylvania DEPARTMENTOF REVENUE INHERITANCE TAX RETURN RESIDENT DECEDENT ESTATE OF SCHEDULE M FUTURE INTEREST COMPROMISE Check Box 4a on REV-1500' FILE NUMBER CHARLES W TURNER 21 12 0860 This schedule is appropriate only for estates of decedents who died after Dec. 12, 1982. This schedule is to be used for all future interests where the rate of tax that will be applicable when the future interest vests in possession and enjoyment cannot be established with certainty. Indicate below the type of instrument that created the future interest and attach a copy to the tax return. Will ^X Trust ~ Other I. Beneficiaries NAME OF BENEFICIARY RELATIONSHIP DATE OF BIRTH AGE TO NEAREST BIRTHDAY 1.Turner, Jane C Surviving S ouse 8/7/1918 94 2. 3. 4. 5. II. For decedents who died on or after July 1, 1994, if a surviving spouse exercised or intends to exercise a right of withdrawal within nine months of the decedent's death, check the appropriate box below and attach a copy of the document in which the surviving s pouse exercises such withdrawal right. Unlimited ri ht of withdrawal X Limited ri ht of withdrawal III. Explanation of Compromise Offer: See attached compromise offer IV. Summary of Compromise Offer: 1. Amount of future interest , $ 2 , 547 , 864.08 2. Value of Line 1 exempt from tax as amount passing to charities, etc. (Also include as part of total shown on Line 13 of REV-1500.) $ 0.00 3. Value of Line 1 aasing to s ouse at a propriate tax rate ~ ~ ~ 0% , $ Check one. 3%, 6%, 565,090.48 (Also include as part of total shown on Line 15 of REV- 1500.) 4. Value of Line 1 taxable at lineal rate Check one. ~ 6%, 0 4.5% , $ 1, 982 , 773.60 (Also include as part of total shown on Line 16 of REV-1500.) 5. Value of Line 1 taxable at sibling rate (12%) (Also include as part of total shown on Line 17 of REV-1500.) $ 0.00 6. Value of Line 1 taxable at collateral rate (15%) (Also include as part of total shown on Line 18 of REV-1500.) $ 0.00 7. Total value of future interest (sum of Lines 2 thru 6 must equal Line 1) $ 2 , 547 , 8 64.08 If more space is needed, use additional sheets of paper of the same size. 9W46AN 2.000 - CHARLES W. TURNER ESTATE ATTACHMENT TO SCHEDULE M -FUTURE INTEREST COMPROMISE FILE NO. 21-12-0860 Will and Trust Provisions: Per Article Two of the Will of Charles W. Turner, the estate residue passes to the Trustees under the decedent's Revocable Trust Agreement dated March 25, 2010, as amended. Per Article Three of the Trust Agreement, the estate/trust residue is distributable to the following trusts: Residuary Marital Trust No Residuary Marital Trust will be funded due to the size of the decedent's estate. Unified Credit Trust Per Article Three of the Trust Agreement, the funds passing under the Trust Agreement at the decedent's death are to be held in a Unified Credit Trust. The amount to fund the Unified Credit Trust (prior to payment of inheritance tax) is $2,547,864.08. See attached calculation. The terms of the Unified Credit Trust are (please refer to Article Four of the Trust Agreement): Income and Principal Distributions During Spouse's lifetime: (1) Income. The Trustees shall distribute the net income in quarter-annual installments, or more frequently if the Trustee deems it advisable, to or for the benefit of the decedent's spouse, Jane Turner. (2) Right of Withdrawal. The Trustees shall distribute to the decedent's spouse such amounts from the principal of the trust property as she from time to time shall request, but not in excess of the greater of Five Thousand Dollars ($5,000) or five percent (5%) of the aggregate value of the trust property as determined on the date of the first request in each calendar year for such distribution, which right of withdrawal shall not be cumulative from year to year. Said right of withdrawal shall be exercisable only by a written instrument executed by the decedent's spouse and delivered to the Trustees. (3) Discretionary Principal Distributions. The Trustees may also distribute to or for the benefit of Mrs. Turner so much of the principal of the trust property as the Trustees shall from time to time deem necessary or proper for her health, maintenance and support, taking into account other available funds including the individual assets of Mrs. Turner. -1- Distribution Upon Spouse's death: At the death of Mrs. Turner, the Unified Credit Trust is distributable equally between the Decedent's children, Carolyn, Lee, Dick and Aran to be held in continued trust for the benefit of each beneficiary in accordance with the provisions of Article Six of the Trust Agreement. Family Background: Jane Turner, the decedent's spouse, is 94. The decedent was survived by his children, Carolyn Benedict, Lee Turner, Richard Turner, and Ann Turner. Proposed Future Interest Compromise: Under the terms of the Unified Credit Trust, Mrs. Turner is entitled to 100% of the life estate calculated as follows: $2,547,864.08 X .03943 (life factor) _ $100,462.28 Mrs. Turner is also likely to exercise her annual right of withdrawal from the Unified Credit Trust. Using the IRS Life Expectancy Table, Mrs. Turner has a life expectancy of 4.3. Over this 4.3 year period, we have calculated the present value of her right to annually withdraw 5% of the aggregate value of the assets in the trust to be $464,628.20. Please see attached calculation. Accordingly, our compromise is that the $565,090.48 of the Unified Credit Trust be allocated to the surviving spouse and be taxed at 0%, and that the remainder of the Unified Credit Trust of $1,982,773.60 ($2,547,864.08 less $565,090.48) be allocated to the decedent's issue and be taxed at a 4.5% tax rate. -2- ESTATE OF CHARLES TURNER ESTATE/TRUST RESIDUE - PA INHERITANCE TAX Promissory Notes 1,268,087.60 Revocable Trust 1,371,086.08 Total Assets passing to Trust 2,639,173.68 Less: Administrative Expenses 31,337.03 Debts 59,972.57 Assets to Fund Trust 2,547,864.08 Estate of Charles W. Turner 5/5 Calculation Year Trust Principal 1 2,547,864.08 2 2,420,470.88 3 2,299,447.33 4 2,184,474.97 Total Value for 5/5 power 5% of Trust 127,393.20 121,023.54 114,972.37 109,223.75 Present Value of 5% interest 127, 393.20 119,589.00 112,262.00 105,384.00 464,628.20 REV-1649 EX+ (6-98) SCHEDULE O COMMONWEALTH OF PENNSYLVANIA ELECTION UNDER SEC. 9113(A) INHERITANCE TAX RETURN RESIDENT DECEDENT SPOUSAL DISTRIBUTIONS ESTATE OF FILE NUMBER CHARLES W TURNER 21 12 0860 Do not complete this schedule unless the estate is making the election to tax assets under Section 9113(A) of the Inheritance 8~ Estate Tax Act. If the election applies to more than one trust or similar arrangement, a separate form must be filed for each trust. This election applies to the Unified Credit Trust Trust (marital, residual, A, B, By-pass, Unified Credit, etc.) If a trust or similar arrangement meets the requirements of Section 9113(A), and: a. The trust or similar arrangement is listed in Schedule O, and b. The value of the trust or similar arrangement is entered in whole or in part as an asset on Schedule O, then the transferors personal representative may specifically identify the trust (all or a fractional portion or percentage) to be included in the election to have such trust or sim- ilar property treated as a taxable transfer in this estate. If less than the entire value of the trust or similar property is included as a taxable transfer on Schedule O, the personal representative shall be considered to have made the election only as to a fraction of the trust or similar arrangement. The numerator of this fraction is equal to the amount of the trust or similar arrangement included as a taxable asset on Schedule O. The denominator is equal to the total value of the trust or similar arrangement. ' PART A: Enter the description and value of all interests, both taxable and non-taxable, regardless of location, which pass to the decedent's surviving spouse under a Section 9113(A) trust or similar arrangement. Description VALUE Charles Turner Unified Credit Trust; 100 of residue of estate and revocable trust 2,547,864.08 Part A Total $ 2 547 864.08 PART B: Enter the descri tion and value of all interests included in Part A for which the Section 911 3 A election to tax is bein made. Description Value Charles Turner Unified Credit Trust; 100$ of residue of estate and trust 2,547,864.08 ' Part B Total $ 2 547 864.08 (If more space is needed, insert additional sheets of the same size) 3W46E2 2.000 ESTATE OF CHARLES W. TURNER DEPT. OF REVENUE NO. 21-12-0860 COPY -LETTERS TESTAMENTARY AN D COPY OF DECEDENT'S WILL AND CODICILS REGISTER OF WILLS CUMBERLAND COUNTY PENNSYLVANIA CERTIFICATE OF GRANT OF LETTERS No . 2012- 00860 PA No . 2 ~ - 12- 0860 Estate Of : CHARLES W TURNER (First, Middle, Lastl Late Of : LEMOYNE BOROUGH CUMBERLAND COUNTY Deceased Social Securi ty No WHEREAS, on the 8th day of August 2 012 instruments dated March 25th 2010 June 5th 201 ~ June 28th 2012 were admitted to probate as the 1 as t wi I1 and codi ci 1 of CHARLES W TURNER (First, Middle, Last) late of LEMOYNE BOROUGH, CUMBERLAND County, who died on the 17th day of ~Tul y 2 012 and, WHEREAS, a true copy of the will &codicil as probated is annexed hereto THEREFORE, I, GLENDA EARNER STRASBAUGH Register of Wi 11 s in and for CUMBERLAND County, in the Commonwealth of Pennsylvania, hereby certify that I have this day granted Letters TESTAMENTARY to: CAROL YN T BENEDICT and ANN TURNER who have duly qualified as EXECUTOR(R/X) and have agreed to administer the estate according to 1 aw, all of which fully appears of record in my office a t CUMBERLAND COUNTY CDURT HOUSE, CARLISLE, PENNSYL VANIA. IN TESTIMONY WHEREOF, I have hereunto set my hand and affixed the seal of my office on the 8th day of August 20 ~2. f~.2 l~ Register Wills ~~ ~ ~ .~~ Depu y * *NOTE* * ALL NAMES ABOVE APPEAR (FIRST, MIDDLE, LAST) LAST WILL AND TESTAMENT OF CHARLES W. TURNER I, CHARLES W. TURNER, of Lemoyne, Cumberland, County, Pennsylvania, make this Will, hereby revoking all my former Wills and Codicils. I am presently married to JANE C. TURNER ("My Wife"} and have four (4) living children, CAROLYN T. BENEDICT, ANN TURNER, RICHARD D. TURNER and LEE C. TURNER (collectively, "My Children"). ARTICLE ONE TANGIBLE PERSONAL PROPERTY § 1.1 I bequeath all my tangible personal property, including by way of illustration but not by way of limitation, my household furniture and furnishings, paintings, books, automobiles, jewelry and personal effects, exclusive of any such property used in a trade or business, in accordance with the terms of a signed and dated memorandum I may prepare. If no such memorandum is located or received by my Executor within sixty (60) days of being appointed as such, after a reasonable search for such memorandum, my Executor shall be held harmless for distributing such assets as hereafter provided. I bequeath any property not disposed of by such memorandum, or all of such property if no such memorandum is so located or received, to My Wife, if she survives me. If My Wife does not survive me, I bequeath all such property to My Children, living at my death, to be divided among them in as nearly equal shares as they agree. In the event of irreconcilable disagreement among My Children, they shall take alternate turns selecting individual items with my oldest Child making the first selection. Any items not so selected shall be sold and the proceeds shall pass as a part of my residuary estate. § 1.2 To the extent practicable in the Executor's sole discretion, I bequeath any policies of insurance on such property to the beneficiary entitled to such property. § 1.3 I direct that the expenses of storing, packing, shipping, insuring and delivering '~J any such property to the beneficiary entitled thereto shall be paid by the Executory an ~ ~-, - ~ ^~ administrative expense of my estate. ~~ ~ =o ~ ~; o rn ~ ~ % ~ ~? G ` , ~ ~ rte' n -~ ~, r'_'` ~; ,~ -n O~ -y lD ~- C: r' r"(-1 L~ ARTICLE TWO RESIDUE § 2.1 I devise and bequeath all the rest, residue and remainder of my estate to the. then serving trustee of "The Charles W. Turner Revocable Trust" as amended and restated under Agreement dated as of even date herewith, by myself, as Settlor, and myself, as Trustee, as the same may have been or may be further amended or restated prior to my death ("My Revocable Trust"), to be distributed in accordance with the terms of said trust agreement, or if said trust agreement is not in effect at the time of my death, in accordance with the terms specified therein on the date of this Will or of its last publication by Codicil or otherwise. ARTICLE THREE APPOINTMENT OF FIDUCIARIES § 3.1 I appoint JANE C. TURNER and HERSHEY TRUST COMPANY as co-Executors of this Will. If JANE C. TURNER is unable or unwilling to act or continue to act, for any reason whatsoever, !appoint CAROLYN T. BENEDICT and LEE C. TURNER as co-Executors to act with HERSHEY TRUST COMPANY. If CAROLYN T. BENEDICT or LEE C. TURNER is unable or unwilling to act or continue to act for any reason whatsoever the remaining of them shall act as co-Executor with HERSHEY TRUST COMPANY. All references herein to the "Executor" shall mean my originally appointed Executors or the successor Executors, as the case may be. § 3.2 I appoint the then serving trustee of My Revocable Trust as Guardian of the estates of any minor beneficiaries under this Will, including the proceeds of any life insurance on my life payable to such minors and any other property, rights or claims with respect to which I am entitled to appoint a guardian and have not otherwise specifically done so. The Guardian shall have full authority to use such assets, both principal and income, in any manner the Guardian shall deem advisable for the best interests of the minor, including preparatory, college and graduate education, and professional, vocational or technical training, without securing a court order. -2- ARTICLE FOUR POWERS OF FIDUCIARIES § 4.1 No fiduciary under this Will shall be required to give bond or other security for the faithful performance of the fiduciary's duties. § 4.2 Any such fiduciary shall have, without restriction or qualification, .all powers given by law, including without limitation those under the Pennsylvania Probate, Estates and Fiduciaries Code, in addition to the following powers: § 4.2.1 To invest in, accept and retain any real or personal property, including stock of a corporate fiduciary or its holding company, without restriction to legal investments. § 4.2.2 To sell, exchange, partition or lease for any period of time any real or personal property and to give options therefor for cash or credit, with or without security. § 4.2.3 To borrow money from any person including any fiduciary acting hereunder, and to mortgage or pledge any real or personal property. § 4.2.4 To hold shares of stock or other securities in nominee registration form, including that of a clearing corporation or depository, or in book entry form or unregistered or in such other form as will pass by delivery. § 4.2.5 To engage in litigation and compromise, arbitrate or abandon claims. § 4.2.6 To determine the apportionment of receipts and expenses, including extraordinary cash dividends, stock dividends, capital-gain dividends of regulated investment companies and proceeds and expenses of the sale of unproductive real estate, between income and principal, such apportionment to be made so as to balance fairly the interests of any income beneficiary and the remaindermen. § 4.2.7 To join with My Wife or her personal representative in the filing of a joint income tax return for any period for which such a return may be permitted, without requiring her or her estate to indemnify my estate against liability for the tax attributable to her income, and to consent, for federal gift tax purposes, to having gifts made by My Wife during my lifetime treated as having been made half by me. § 4.2.8 To make distributions in cash, or in kind at current values, or partly in each, allocating specific assets to particular distributees on a non-pro rata basis, and for such purposes to make reasonable determinations of current values. § 4.2.9 To make elections, decisions, concessions and settlements in connection with all income, estate, inheritance, gift or other tax returns and the payment -3- of such taxes, without obligation to adjust the distributive share of income or principal of any person affected thereby. § 4.2.10 To allocate, in the Executor's sole and absolute discretion, any portion of my exemption under Section 2631(a) of the Internal Revenue Code, to any property as to which I am the transferor, including any property transferred by me during my lifetime as to which I did not make an allocation prior to my death. § 4.2.11 To disclaim any interest I may have in any estate if the Executor deems such disclaimer to be in the best interests of my estate and the beneficiaries thereof. ARTICLE FIVE PROVISION FOR TAXES § 5.1 All estate taxes, inheritance taxes, transfer taxes and other taxes of a similar nature payable by reason of my death to any government or subdivision thereof upon or with respect to any property subject to any such tax, and any penalties thereon, shall be paid by the Executor out of the principal of that portion of my estate disposed of by Article Two of this Will and allocated among beneficiaries in accordance with the provisions of My Revocable Trust. All interest with respect to any such taxes shall be paid by the Executor out of the income or principal or partly out of the income and partly out of the principal of such portion of my estate, in the absolute discretion of the Executor. My Executor shall not make apportionment among or seek reimbursement from the beneficiaries, recipients or owners of such property for any such taxes, penalties or interest, except as provided in My Revocable Trust. Notwithstanding any provision of this Article Five to the contrary, the Executor shall not pay any such taxes, penalties or interest attributable to any property included in my estate solely because of a power of appointment thereover that I possess but have not exercised or any qualified terminable interest property. ARTICLE SIX PROVISION FOR DEBTS AND EXPENSES § 6.1 I direct that any of my legally enforceable debts, any expenses of my last illness, funeral and burial, and any of the administrative expenses of my estate, shall be paid from the principal of that portion of my estate disposed of by Article Two of this Will. -4- ARTICLE SEVEN BUSINESS INTERESTS § 7.1 In the event any business interest should be an asset of my estate, whether the same involves a proprietary interest, a partnership interest, a membership interest in a limited liability company or stock in a closely held corporation, whether wholly owned, controlled by~ me or owned in substantial part by me, I authorize the Executor, subject to the terms of any agreement I may have made for the sale of my interests, to continue said business until such time as the Executor shall deem it advisable to sell, to liquidate or to distribute the same in kind. With respect to any sale or exchange of the stock of any such business interest and in the absence of any such agreement entered into by me prior to my death, 1 direct the Executor to consider and to determine the appropriateness of a sale or redemption of such stock in accordance with Section 303 of the Internal Revenue Code to the business entity and a possible deferral of federal estate tax payments under Section 6166 of the Internal Revenue Code. It is my desire that to the extent possible any business interest that I may own at the time of my death be continued or disposed of only in an orderly manner so as to maximize the proceeds of any disposition. If an election under the foregoing provisions will effect such desire, the Executor is encouraged to pursue such election if the Executor deems such election also to be in the best interests of my estate and the beneficiaries thereof. The Executor shall have all rights and powers in connection with such business as I had when living, including specifically the power at any time and from time to time to operate or to join in the operation of the same as a going concern, to form or to reform a general or limited partnership or limited liability company, to incorporate or to reincorporate and to liquidate or to sell the same or any part thereof as the Executor deems it advisable for the best interests of my estate and of the beneficiaries thereof without the necessity of any order of court and without any liability for loss resulting from the operation of said business except when such loss is the result of gross negligence or fraud on the part of the Executor. ARTICLE EIGHT MISCELLANEOUS PROVISIONS § 8.1 P,s used in this Will, the term "Internal Revenue Code" shall mean the Internal Revenue Code of 1986, as amended from time to time, or the corresponding provision of subsequent law. -5- § 8.2 If My Wife and I die under such circumstances that it is impossible to determine which of us survived, it shall be conclusively presumed and this Will shall be construed as if My Wife had survived me. If any person, other than My Wife, and I die under such circumstances that it is impossible to determine which of us survived, it shall be conclusively presumed and this Will shall be construed as if such person had predeceased me. § 8.3 Whenever a fiduciary is directed to distribute property to or for the benefit of any beneficiary who is under (a) twenty-five (25) years of age, or (b) a legal disability or otherwise suffers from an illness or mental or physical disability that would make distribution directly to such beneficiary inappropriate (as determined in such fiduciary's sole discretion exercised in good faith), the fiduciary may distribute such property to the person who has custody of such beneficiary, may apply such property for the benefit of such beneficiary, may distribute such property to a custodian for such beneficiary, whether then serving or selected and appointed by the fiduciary (including the fiduciary), under any applicable Uniform Transfers to Minors Act or Uniform Gifts to Minors Act to be held until such beneficiary reaches twenty-five (25) years of age, may distribute such property to the guardian of such beneficiary's estate, may distribute such property directly to such beneficiary's estate, or may distribute such property directly to such beneficiary (except if any of the conditions hereinbefore described in (b) apply), without liability on the part of the fiduciary to see to the application of such property. This provision shall not in any way operate to suspend such beneficiary's absolute ownership of such property or to prevent the absolute vesting thereof in such beneficiary. ~ 8.4 An individual fiduciary shall receive compensation in accordance with the law of Pennsylvania in effect at the time of payment, unless the fiduciary waives compensation. A corporate fiduciary shall be compensated by agreement with the individual fiduciary, or, in the absence of such agreement, in accordance with its fee schedule as in effect at the time of payment. I authorize a corporate fiduciary to charge additional fees for services it provides to my estate or a trust hereunder that are not comprised within its duties as fiduciary, for example, a fee charged by a mutual fund it administers in which my estate or a trust hereunder invests, or a fee for providing an appraisal, or a fee for providing corporate finance or investment banking services. I also recognize that a corporate fiduciary may charge separately for some services comprised within its duties as such fiduciary, for example a separate fee for investing cash balances or preparing tax returns. Such separate charges shall not be treated as -6- improper or excessive merely because they are added on to a basic fee in calculating total compensation for service as fiduciary. IN WITNESS WHEREOF, I have hereunto set my hand and seal this 25th day of March, 2010. ~.i~/~l/~~n ~/. ~nn,~~ (SEAL) CHARLES W. TURNER Signed, sealed, published and declared by the above named CHARLES W. TURNER, as and for his Last Will, in the presence of us and each of us, who, at his request and in his presence and in the presence of each other, have hereunto subscribed our names as witnesses thereto the day and year fast above written. Residing at Residing at ~~~~~~~e~ '~~-- ~~ d'z-- -7- COMMONWEALTH OF PENNSYLVANIA COUNTY OF DAUPHIN ss. We, CHARLES W. TURNER, the testator, ~!L`L,.Sc~ ~- /-,~~~~,'t i, and '3rd ~ Cvh..,~ ~~ ,the witnesses, whose names are signed to the attached or foregoing instrument, being first duly sworn, do hereby declare to the undersigned authority that the testator signed and executed the instrument as his Last Will; that the testator signed willingly and executed it as his free and voluntary act for the purposes therein expressed; that each subscribing witness in the hearing and sight of the testator signed the Will as a witness and that to the best of his or her knowledge the testator was at that time eighteen (18) years of age or older, of sound mind and under no constraint or undue influence. _~ ~v' ~- CHARLES W. TURNER Witness Witness Subscribed, sworn to and acknowledged before me by CHARLES W. TURNER, the testator, and subscribed and sworn to before me by ~~,'~~ ~,-.-+~ ~- tii ~ r ~aL~ ~ and ~3,~ ~ (ruK~,s ~~ ,the witnesses, this 25th day of March, 2010. ~ H • ~~ Notary Public (SEAL) cQ~~c,~~a~.~:i~~-i o~ ~~nvs~nv~ hlotaria! Seal l~9arfanne H. Acri, Notary Pubiic City of Harrisburg, Dauphin County tV1y Commission Expires June 10, ~y0 -$- .. C7 ,v ~ ~ C ~ O ^' =„ ~ ; ~ m r ~ ~ , m ~. _, C c~ ~1 'J cn_ --n ~ ''? ~.i rr ~~-^- ~ C . y. _ v Tl CODICIL TO ~~ ._ ~a ~- D.~ LAST WILL AND TESTAMENT ~OF N ~~ Q, CHARLES W. TURNER I, CHARLES W. TURNER, of Cumberland County, Pennsylvania, make this Codicil to my Will dated March 25, 2010, which I hereby reaffirm, except as follows: 1. 1 hereby revoke Article Three of my said Will in its entirety and substitute the following new Article Three in its stead: ARTICLE THREE APPOINTMENT OF FIDUCIARIES § 3.1 I appoint JANE C. TURNER as Executor of this WII. If JANE C. TURNER is unable or unwilling to act or continue to act, for any reason whatsoever, I appoint CAROLYN T. BENEDICT as successor Executrix. (f CAROLYN T. BENEDICT is unable or unwilling to act or continue to act for any reason whatsoever, I appoint LEE C. TURNER as successor Executor. All references herein to the "Executor" shall mean my originally appointed Executrix or the successor Executrix or Executor, as the case may be. § 3.2 I appoint the then serving trustee of My Revocable Trust as Guardian of the estates of any minor beneficiaries under this III, including the proceeds of any life insurance on my life payable to such minors and any other property, rights or claims with respect to which I am entitled to appoint a guardian and have not otherwise specifically done so. The Guardian shall have full authority to use such assets, both principal and income, in any manner the Guardian shall deem advisable for the best interests of the minor, including preparatory, college and graduate education, and professional, vocational or technical training, without securing a court order. -h, IN WITNESS WHEREOF, I have hereunto set my hand and seal this ~ 5_ day of June, 2011. {A2431515:1 } s~ C. !' c) _ ,~u,~ _ (SEAL) CHARLES W. TURNER Signed, sealed, published and declared by the above named CHARLES W. TURNER, as and for a Codicil to his last Will, in the presence of us and each of us, who, at his request and in his presence and in the presence of each other, have hereunto subscribed our names as witnesses thereto the day and year last above written. • Residing at tea. (~ Residing at ~~ 1h cch ~~ csb ~ ~~ PA {A2431515:1 } - 2 - COMMONWEALTH OF PENNSYLVANIA ~~'y~ FBI ~ ss: COUNTY OF We, CHARLES W. TURNER, the testator, and ~ ~~-~Q. J ~ ~~^• f °n and `/~~A CJ. U~ ~~ ,the witnesses, whose names are signed to the attached or foregoing instrument, being first duty sworn, do hereby declare to the undersigned authority that the testator signed and executed the instrument as a Codicil to the testator's last Will; that the testator signed willingly and executed it as his free and voluntary act for the purposes therein expressed; that each subscribing witness in the hearing and sight of the testator signed the Codicil as a witness and that to the best of his or her knowledge the testator was at that time 18 years of age or older, of sound mind and under no constraint or undue influence. CHARLES W. TURNER %~ ~-~ Witness ~~ti ..~~~ Wit ~ ~e s ;~` Subscribed, sworn to and acknowledged before me by CHARLES W. TURNER, the testator, and subscribed and sworn to before me by ~ r~~L~ `. Gv~~s~~ and ~.I~cZ~ (~ . ~~~~-~~ ,witnesses, this (~~ day of June 2011. Notary Public (SEAL) ~dMMONWEAIl"H OF PENNSYLVANIA Notarial Seal Marianne H. Acri, Notary Public City of Harrisburg, Dauphin County My Commission Bcpires lone 10, 2014 {A2431515:1 } - 3 - C7 ~' ~- ~~ ~ ~ ~~ o~ ~ rn ~_ , - = G : - Ca r j ,~-T s r -~r-5 , - a ~ -~ , -ir-t ~ ~o ~ rn; CODICIL TO ~ ~ `~ a ~~ LAST WILL AND TESTAIV~NT OF CHARLES W. TURNER I, CHARLES W. TURNER, of Cumberland County, Pennsylvania, make this Codicil to my Will dated March 25, 2010, and amended by Codicil dated June 15, 2011, which I hereby reaffirm, except as follows: 1. I hereby revoke Article Three of my said Will in its entirety and substitute the. following new Article Three in its stead: ARTICLE THREE APPOINTMENT OF FIDUCIARIES § 3.1 I appoint JANE C. TURNER as Executor of this Will. If JANE C. TURNER is unable or unwilling to act or continue to act, for any reason whatsoever, I appoint CAROLYN T. BENEDICT and ANN TURNER as successor Co-Executors. If either of them is unable or unwilling to act or continue to act for any reason whatsoever, the vacancy shall not be filled and the other then serving shall act or continue to act as sole Executrix. All references herein to the "Executor" shall mean my originally appointed Executrix or the successor Co-Executrices or sole Executrix, as the case may be. § 3.2 I appoint the then serving trustee of My Revocable Trust as Guardian of the estates of any minor beneficiaries under this III, including the proceeds of any life insurance on my life payable to such minors and any other property, rights or claims with respect to which I am entitled to appoint a guardian and have not otherwise specifically done so. The Guardian shall have full authority to use such assets, both principal and income, in any manner the Guardian shall deem advisable for the best interests of the minor, including preparatory, college and graduate education, and professional, vocational or technical training, without securing a court order. {A2922387:1 } IN WITNESS WHEREOF, I have hereunto set my hand and seal this 28th day of June, 2012. C%~ Ci.J. ~c,vt,.tor (SEAL) CHARLES W. TURNER Signed, sealed, published and declared by the above named CHARLES W. TURNER, as and for a Codicil to his last Will, in the presence of us and each of us, who, at his request and in his presence and in the presence of each other, have hereunto subscribed our names as witnesses thereto the day and year last above written. M~-h~'~.sb,u ~~ t ~0 50 Residing at t C~~v• ~- Residin at 5~.~~.pn~~~ ~ (7 ti 1 9 {A2922387:1 } ~ ' 2 ' COMMONWEALTH OF PENNSYLVANIA COUNTY OF CUMBERLAND ss: We, CHARLES W. TURNER, the testator, and ~J~~. ~, ~rrJ~~+~'~ and Je.~„ O. ~ c~.-k-4__ ,the witnesses, whose names are signed to the attached or foregoing instrument, being first duly sworn, do hereby declare to the undersigned authority that the testator signed and executed the instrument as a Codicil to the testator's last Will; that the testator signed willingly and executed it as his free and voluntary act for the purposes therein expressed; that each subscribing witness in the hearing and sight of the testator signed the Codicil as a witness and that to the best of his or her knowledge the testator was at that time 18 years of age or older, of sound mind and under no constraint or undue influence. ~. CHARLES W. TURNER Witness ~ri itl~ess Subscribed, sworn to and acknowledged before me by CHARLES W. TURNER, the testator, and subscribed and sworn to before me by ~~ ~ lu, ~n~ f•.~~ and ~ ~... 0 . ~r~-/~1~ ,witnesses, this 28th day of June 2012. Notary Public (SEAL} --~~iM~fVWEALTH OF PEMNSYLVAfdIq -dot~rfal Seal Ntarianne H, gcri, r~ry public Gty of Harrisburg, Dauphin County _ My Commission Expires dune 10~ 2014 {A2922387:1} - 3 - ESTATE OF CHARLES W. TURNER DEPT. OF REVENUE NO. 21-12-0860 COPY -REVOCABLE TRUST AGREEMENT DATED 3/25/2010 AND AMENDMENT DATED 6/15/2011 AMENDMENT OF AGREEMENT OF TRUST THE CHARLES W. TURNER REVOCABLE TRUST -~ THIS AGREEMENT is made and entered into this ~_ day of June, 2011, by and among CHARLES W. TURNER, of Cumberland County, Pennsylvania, as Settlor (the "Settlor"), and CHARLES W. TURNER, JANE C. TURNER (the "Settlor's Wife") and BRYN MAWR TRUST COMPANY, as co-Trustees (collectively, the "Trustee") WITNESSETH: WHEREAS, the Settlor and the Trustee entered into the Living Trust of Charles W. Turner dated January 12, 1999 (the "Living Trust"), as amended and restated by Agreements dated April 18, 2008 and March 25, 2010 (as amended and restated, the Living Trust is referred to herein as the "Trust Agreement"); and WHEREAS, Article Eleven of the Trust Agreement reserves to the Settlor the right to revoke or amend the Trust Agreement in whole or in part. NOW, THEREFORE, the Settlor hereby amends the Trust Agreement as follows: 1. Bryn Mawr Trust Company shall serve as Co-Trustee in place of the Hershey Trust Company, subject to the provisions of Article Seven hereof. 2. Article Seven of the Trust Agreement is hereby deleted and the following new Article Seven is inserted in its place: ARTICLE SEVEN APPOINTMENT OF FIDUCIARIES § 7.1 Upon the death, resignation or incapacity of the Settlor to act as the Trustee hereunder as certified in writing by the Settlor's then personal attending physician or as adjudicated by a court of competent jurisdiction, the Settlor's Wife and Bryn Mawr Trust Company shall continue to act as the Trustee. § 7.2 Upon the death, resignation or incapacity of the Settlor's Wife, the child of the Settlor then living, willing and able to act as co-Trustee from time to time may act concurrently with the Trustee with respect to any trust created hereunder of which said child is the primary beneficiary. § 7.3 Any corporate Trustee shall be a banking corporation with fiduciary powers. Except.with respect to the corporate Trustee of the Unified Credit Trust, the individual Trustee {A2431265:1 } serving from time to time shall have the power to remove the then corporate Trustee for any reason; however, such power shall only exist in the event that a successor corporate or individual Trustee is immediately appointed by the then individual Trustees} and qualified to serve. § 7.4 The Trustees shall act by majority vote. Except for specific reference herein to the "individual" or "corporate" Trustee, all references herein to the "Trustee" shall mean the originally appointed Trustee, the successor individual Trustee or the individual and corporate Trustees, as the case may be. IN WITNESS WHEREOF, the Settlor and the Trustee have hereunto affixed their hands and seals and/or caused this instrument to be duly executed on the day and year first written above. WITNESS: ~. , Cc~.cc.C~..~ (- r. WITNESS: l~ ~, SETTLOR: /LC~X~CiLLtI ~tivla~~.~(SEAL) CHARLES W. TURNER TRUSTEE: ~~1.~~ ~ (SEAL) CHARLES W. TURNER WITNESS: ~ , ~~~~ ~. ^ WITNESS: ~~ TRUSTEE: Ul~w!'~~ (SEAL) J E C. TURNER TRUSTEE: BRYN MAWR TRUST COMPANY By: ~-i~ (SEAL) Name: 1.~.~-~- 4- • ~ ~Gl, ~U Title: ~r - ~%~ ~ ~ ~-n}' {A2431265:1 } - 2 - COMMONWEALTH OF PENNSYLVANIA ss. COUNTY OF ~~ ~~++ ~ On this, the l~~day of June, 2011, before me, a notary public, the undersigned officer, personally appeared CHARLES W. TURNER, known to me (or satisfactorily proven) to be the person whose name is subscribed to the within instrument, and acknowledged that he executed the same for the purposes therein contained. 1N WITNESS WHEREOF, I hereunto set my hand and official seal. Notary Public (SEAL) ~OMNIONWEAL7'N ~ PENNSY'LVANIA Notarial Seal Marianne H. Aai, Notary Pubfk COMMONWEALTH OF PENNSYLVANIA aty°f Ha"~~• Dauphin t..ounty My Commisslon 6cpi~s June 10, 2014 SS. COUNTY OF ~~ ~'~ ~ ~ On this, the (5~~ day of June, 2011, before rne, a notary public, the undersigned officer, personally appeared JANE C. TURNER, known to me (or satisfactorily proven) to be the person whose name is subscribed to the within instrument, and acknowledged that she executed the same for the purposes therein contained. IN WITNESS WHEREOF, I hereunto set my hand and official seal. Notary Public - (SEAL) l;t~NiC~lONWEALTH OF PENNSYLVANIA Notarial Seal Marianne H. Acts, Notary publk Qf ~IaRi5~Ur9, Dauphin County My Commission txpires June 10, 2014 {A2431265:1 } ' 3 COMMONWEALTH OF PENNSYLVANIA COUNTY OF ~Q~~1~,~~ ss. 5~~~ On this, the ~~~-day of ~, 2011, before me, a Notary Public, the undersigned officer, personally appeared ~S~ 1 . ~i~~-,Al li~.(~ who acknowledged himself/herself to be the ~t i ~~ Q ~ p of BRYN MAWR TRUST COMPANY, a corporation, and that he/she as such officer, being authorized to do so, executed the foregoing instrument for the purpose therein contained by signing the name of the corporation by himself/herself as such officer. IN WITNESS WHEREOF, I have hereunto set my hand and official seal. CoMMONWFALTH OF PENNS'ILVA(VIA Notarial Seal Kelly J. Groscost, Notary Public Swatara Twp., Dauphin County My Commission Expires Feb. 22, 2014 Member, Pennsylvania association of Notaries {A2431265:1} - 4 - i AMENDMENT AND RESTATEMENT OF AGREEMENT OF TRUST THE CHARLES W. TURNER REVOCABLE TRUST THIS AGREEMENT is made and entered into this 25th day of March, 2010, by and among CHARLES W. TURNER, of Cumberland County, Pennsylvania, as Settlor (the "Settlor"), and CHARLES W. TURNER, JANE C. TURNER (the "Settlor's Wife") and HERSHEY TRUST COMPANY, as co-Trustees (collectively, the "Trustee"). WITNESSETH: WHEREAS, the Settlor and Trustee, entered into the Living Trust of Charles W. Turner dated January 12, 1999 (the "Living Trust"), as amended and restated by the Amendment and Restatement of Revocable Deed of Trust of Charles W. Turner dated April 18, 2008 (the "Amendment and Restatement") (the Living Trust and the Amendment and Restatement are collectively referred to herein as the "Trust Agreement"); and WHEREAS, Paragraph XXVII.B. of the Trust Agreement reserves to the Settlor the right to revoke or amend the Trust Agreement in whole or in part. NOW, THEREFORE, The Settlor hereby amends and completely restates the Trust Agreement to read as follows: ARTICLE ONE TRUST ASSETS § 1.1 The Settlor, or any other party or person, may from time to time make policies of insurance on the Settlor's life, individual retirement account benefits, and/or qualified or non-qualified retirement plan benefits payable to the Trustee, or may transfer assets to the Trustee, subject to the terms of this Agreement, by inter vivos grant or by Will. The trust assets shall include the proceeds of all insurance policies payable to the Trustee and all such other benefits or added assets (collectively, the "Trust Assets"), which shall be held, administered, distributed and governed by the Trustee, IN TRUST NEVERTHELESS, in accordance with the provisions of this instrument and any amendments hereto. ARTICLE TWO DURING THE SETTLOR'S LIFETIME § 2.1 During the Settlor's lifetime, the Trustee shall have, hold, manage, invest and reinvest the Trust Assets, collect the income, and: § 2.1.1 The Trustee shall pay or apply the entire net income as the Settlor may from time to time direct in writing. The Trustee shall also pay to the Settlor such sums from or portions of the principal of the trust as the Settlor may from time to time request in writing delivered to the Trustee during the Settlor's lifetime. § 2.1.2 The Trustee shall pay and use such portion or all of the income and principal of the Trust Assets as the Trustee shall deem necessary from time to time to provide for the proper maintenance, support, medical, hospital, nursing or nursing home care of the Settlor and of the Settlor's Wife. ARTICLE THREE UPON THE SETTLOR'S DEATH § 3.1 Upon the death of the Settlor, the Trustee shall divide and distribute the Trust Assets as follows: § 3.1.1 If the Settlor's Wife survives the Settlor, the Trustee shall retain in trust a pecuniary sum equal to the amount, if any, that when added to any property passing other than under this Trust which is included in the Settlor's gross estate for federal estate tax purposes but does not qualify for the marital or charitable deduction, will produce a federal estate tax in the Settlor's estate prior to the use of the credits hereinafter described equal to the total of the Settlor's unified credit (the applicable credit amount) and the state death tax credit (if then in effect and to the extent that the use of said credit does not result in an increase in the state death taxes otherwise payable} available against such tax. Said amount shall be computed prior to the payment of death taxes and it shall be assumed that an election was made to qualify all qualified terminable interest property for the federal estate tax marital deduction except with respect to the assets allocated to the trust created under this §3.1.1, whether or not such election is actually made. Any property in the Settlor's taxable estate that is property that by its nature does not qualify for the federal estate tax marital deduction shall be allocated to this trust even if as a result it is overfunded. Such sum shall be composed of cash, or partly of cash and partly of property in kind, valued as of the date of distribution and shall be held, administered and disposed of in accordance with the provisions of Article Four hereof (the "Unified Credit Trust"). § 3.1.2 If the Settlor's Wife is not then living, the Trustee shall make the following distributions: § 3.1.2.1 Fifty-three thousand, one hundred eight-six dollars ($53,186) to the Settlor's daughter, CAROLYN T. BENEDICT ("Carolyn."}, provided that if Carolyn does not survive the Settlor, the amount that would have been distributed to her shall instead be distributed to her then living issue, per -2- stirpes with any share allocable to a beneficiary then under the age of twenty-five (25) years being distributed to a custodian for such beneficiary, whether then serving or selected and appointed by the Trustee (including the Trustee), under any applicable Uniform Transfers to Minors Act or Uniform Gifts to Minors Act to be held for such beneficiary until such beneficiary reaches age twenty-five (25); § 3.1.2.2 One hundred twenty-eight thousand, one hundred eighty- six dollars ($128,186) to the Settlor's son, LEE C. TURNER ("Lee") provided that if Lee does not survive the Settlor, the amount that would have been distributed to him shall instead be distributed to his then living issue, per stirpes with any share allocable to a beneficiary then under the age of twenty-five (25) years being distributed to a custodian for such beneficiary, whether then serving or selected and appointed by the Trustee (including the Trustee}, under any applicable Uniform Transfers to Minors Act or Uniform Gifts to Minors Act to be held for such beneficiary until such beneficiary reaches age twenty-five (25); § 3.1.2.3 One hundred twenty-eight thousand, one hundred eighty- six dollars ($128,186) to the Settlor's son, RICHARD D. TURNER ("Dick") provided that if Dick does not survive the Settlor, the amount that would have been distributed to him shall instead be distributed to his then living issue, per stirpes with any share allocable to a beneficiary then under the age of twenty-five (25) years being distributed to a custodian for such beneficiary, whether then serving or selected and appointed by the Trustee (including the Trustee), under any applicable Uniform Transfers to Minors Act or Uniform Gifts to Minors Act to be held for such beneficiary until such beneficiary reaches age twenty-five (25); § 3.1.2.4 Ninety thousand dollars ($90,000} to be divided among the then living issue, per stirpes of the Settlor's deceased daughter, VALERIE TURNER with any share a-locable to a beneficiary then under the age of twenty- five (25) years being distributed to a custodian for such beneficiary, whether then serving or selected and appointed by the Trustee (including the Trustee), under any applicable Uniform Transfers to Minors Act or Uniform Gifts to Minors Act to be held for such beneficiary until such beneficiary reaches age twenty-five (25). § 3.1.2.5 The balance of the trust property shall be distributed equally between Carolyn, Lee, Dick and the Settlor's daughter, ANN TURNER ("Ann") to be held in continued trust for the benefit of such beneficiary in accordance with the provisions of Article Six hereof. In the event Carolyn, Lee, Dick or Ann is not then living, the amount that would have been distributed to said deceased beneficiary shall instead be distributed to said beneficiaries then living issue, per stirpes, with any share allocable to a beneficiary then under the age of twenty-five (25} being distributed to a custodian for such beneficiary, whether then serving or selected and appointed by the Trustee (including the Trustee), under any applicable Uniform Transfers to Minors Act or Uniform Gifts to Minors Act to be held for such beneficiary until such beneficiary reaches age twenty-five (25). -3- § 3.1.3 The Trustee shall retain in trust such of the Trust Assets as shall not have been retained or distributed pursuant to the preceding §3.1,1 and §3.1.2 to be held, administered and disposed of in accordance with the provisions of Article Five hereof (the "Residuary Marital Trust"). The Executor of the Settlor's estate shall have the right to elect on the federal estate tax return prepared on behalf of the Settlor's estate to have a portion or all of the property distributed pursuant to this §3.1.3 treated as qualified terminable interest property in order to qualify such portion or all of the property for the marital deduction for federal estate tax purposes, which election shall be binding and conclusive upon the Trustee. If the Settlor's Executor elects to have a portion or all of such assets so qualify, such elected assets may, at the discretion of the Trustee and so long as the election to qualify such assets for the federal estate tax marital deduction is not jeopardized, be held and administered by the Trustee as a separate trust estate with the balance, if any, of the assets which are governed by this §3.1.3 also held and administered as a separate trust estate or may be held and maintained by the Trustee with the non-elected assets as one trust estate. In either case, any such trust or trusts shall be held, administered and disposed of in accordance with the provisions of Article Five hereof. ARTICLE FOUR UNIFIED CREDIT TRUST § 4.1 The Trustee shall have, hold, manage, invest and reinvest the assets of the Unified Credit Trust, collect the income and § 4.1.1 During the life of the Settlor's Wife, if the Settlor's Wife shall survive the Settlor, the Trustee shall distribute the net income in quarter-annual installments, or more frequently if the Trustee deems it advisable, to or for the benefit of the Settlor's Wife. § 4.1.2 During any calendar year, the Trustee shall distribute to the Settlor's Wife such amounts from the principal of the trust property as the Settlor's Wife from time to time shall request,. but not in excess of the greater of Five Thousand Dollars ($5,000.00) or five percent (5%) of the aggregate value of the trust property as determined on the date of the first request in each calendar year for such distribution, which right of withdrawal shall not be cumulative from year to year. Said right of withdrawal shall be exercisable only by a written instrument executed by the Settlor's Wife and delivered to the Trustee. § 4.1.3 The Trustee may also distribute to or for the benefit of the Settlor's Wife so much of the principal of the trust property as the Trustee shall from time to time deem necessary or proper for the health, maintenance and support of the Settlor's Wife, taking into account other available funds, including the individual assets of the Settlor's Wife; provided, however, that no such distribution shall be made until all assets held in trust under Article Five of this Trust are first expended or exhausted. § 4.1.4 Upon the death of the Settlor's, Wife, the Trustee shall distribute the balance of the trust property equally between Carolyn, Lee, Dick and Ann to be held in continued trust for the benefit of such beneficiary in accordance with the provisions of -4- Article Six hereof. In the event Carolyn, Lee, Dick or Ann is not then living, the amount that would have been distributed to said deceased beneficiary shall instead be distributed to said beneficiary's then living issue, per stirpes, with any share allocable to a beneficiary then under the age of twenty-five (25) being paid to the person who has custody of such beneficiary, whether then serving or selected and appointed by the Trustee (including the Trustee), under any applicable Uniform Transfers to Minors Act or Uniform Gifts to Minors Act to be held for such beneficiary until such beneficiary reaches age twenty-five (25). ARTICLE FIVE RESIDUARY MARITAL TRUST § 5.1 The Trustee shall have, hold, manage, invest and reinvest the assets of the Residuary Marital Trust, collect the income and: § 5.1.1 The Trustee shall distribute the net income in quarter-annual installments, or more frequently if the Trustee deems it advisable, to or for the benefit of the Settlor's Wife. § 5.1.2 During any calendar year, the Trustee shall distribute to the Settlor's Wife such amounts from the principal of the trust property as the Settlor's Wife from time to time shall request, but not in excess of the greater of Five Thousand Dollars ($5,000.00} or five percent (5%) of the aggregate value of the trust property as determined on the date of the first request in each calendar year for such distribution, which right of withdrawal shall not be cumulative from year to year. Said right of withdrawal shall be exercisable only by a written instrument executed by the Settlor's Wife and delivered to the Trustee. § 5.1.3 The Trustee may also distribute to or for the benefit of the Settlor's Wife so much of the principal of the trust property as the Trustee shall from time to time deem necessary or proper for the health, maintenance and support of the Settlor's Wife, taking into account other available funds, including her individual assets. § 5.1.4 Upon the death of the Settlor's Wife, § 5.1.4.1 If the Settlor's Wife survives the Settlor, the Trustee shall pay any accrued or undistributed net income to the personal representative of the Settlor's Wife. In addition, the Trustee shall also pay to the Settlor's Wife's personal representative or directly to the taxing authority, such amount, if any, from the principal of the trust property, as the Settlor's Wife's personal representative certifies as being the additional amount of estate taxes, inheritance taxes, transfer taxes and other taxes of a similar nature, and all interest and penalties with respect to any such taxes, attributable to the inclusion of the value of this trust in the Settlor's Wife's estate for such tax purposes. § 5.1.4.2 Upon the death of the Settlor's Wife, the Trustee shall distribute the balance of the trust property equally between Carolyn, Lee, Dick and Ann to be held in continued trust for the benefit of such beneficiary in -5- accordance with the provisions of Article Six hereof. In the event Carolyn, Lee, Dick or Ann is not then living, the amount that would have been distributed to said deceased beneficiary shall instead be distributed to said beneficiaries then living issue, per stirpes, with any share allocable to a beneficiary then under the age of twenty-five (25) being distributed to a custodian for such beneficiary, whether then serving or selected and appointed by the Trustee (including the Trustee), under any applicable Uniform Transfers to Minors Act or Uniform Gifts to Minors Act to be held for such beneficiary until such beneficiary reaches age twenty-five (25). ARTICLE SIX ISSUE'S TRUST § 6.1 The Trustee shall have, hold, manage, invest and reinvest the assets of the Issue's Trust, collect the income and: § 6.1.1 While the beneficiary of the Issue's Trust (the "Beneficiary") is then living, the Trustee shall distribute to or for the benefit of the Beneficiary the net income of the Issue's Trust in quarter-annual installments, or more frequently if the Trustee deems it advisable, and so much of the principal as the Trustee shall from time to time deem is in the best interest of the Beneficiary taking into account other available funds, including the Beneficiary's assets. § 6.1.2 if the Beneficiary dies before complete termination of the Issue's Trust, the Trustee shall distribute the property then held in trust as follows: § 6.1.2.1 If the Issue's Trust is a Non-GST Exempt Trust as defined in § 8.2.15 herein, the Trustee shall distribute the property then held in such trust to such person or persons in such proportions and under such terms, trusts and conditions as the Beneficiary shall appoint by specific reference to this general power of appointment in the Beneficiary's last Will. Any assets not so appointed shall be distributed to the Beneficiary's issue then living, per stirpes, or if none, to the issue then living of the parent of the Beneficiary who was a descendant of the Settlor, per stirpes, or if none, to the Settlor's issue then living, per stirpes, provided, however, that if any such issue entitled to a distribution shall not then have attained the age of twenty-five (25) years, such issue's share shall be paid to the person who has custody of such beneficiary, whether then serving or selected and appointed by the Trustee (including the Trustee), under any applicable Uniform Transfers to Minors Act or Uniform Gifts to Minors Act to be held for such beneficiary until such beneficiary reaches age twenty-five (25). § 6.1.2.2 If the Issue's Trust is a GST Exempt Trust as defined in § 8.2.15 herein, the Trustee shall distribute the property then held in such trust to such of the Settlor's issue other than the Beneficiary in such amounts and upon such trusts, terms and conditions as the Beneficiary by his or her last Will may appoint by specific reference to this special power of appointment. Before exercising such special power of appointment, the Settlor requests that the -6- Beneficiary seek counsel regarding the generation-skipping transfer tax effects of such exercise. Any property not so appointed shall be distributed to the Beneficiary's then living issue, per stirpes, or if none, to the issue then living of the parent of the Beneficiary who was a descendant of the Settlor, per stirpes, or if none, to the Settlor's then living issue, per stirpes, provided, however, that if any such issue entitled to a distribution shall not then have attained the age of twenty-five (25) years, such issue's share shall be distributed to a custodian for such beneficiary, whether then serving or selected and appointed by the Trustee (including the Trustee), under any applicable Uniform Transfers to Minors Act or Uniform Gifts to Minors Act to be held for such beneficiary until such beneficiary reaches age twenty-five (25). ARTICLE SEVEN APPOINTMENT OF FIDUCIARIES § 7.1 Upon the death, resignation or incapacity of the Settlor to act as Trustee hereunder as certified in writing by the Settlor's then personal attending physician or as adjudicated by a court of competent jurisdiction, the Settlor's Wife and Hershey Trust Company shall continue to act as Trustee. § 7.2 Upon the death, resignation or incapacity of the Settlor's Wife, the child of the Settlor then living, willing and able to act as co-Trustee from time to time may act concurrently with the Trustee with respect to any trust created hereunder of which said child is the primary beneficiary. § 7.3 Any corporate Trustee shall be a banking corporation with fiduciary powers. Except with respect to the corporate Trustee of the Unified Credit Trust, the individual Trustee serving from time to time shall have the power to remove the then corporate Trustee for any reason; however, such power shall only exist in the event that a successor corporate or individual Trustee is immediately appointed by the then individual Trustee(s) and qualified to serve. § 7.4 The Trustees shall act by majority vote. Except for specific reference herein to the "individual" or "corporate" Trustee, all references herein to the "Trustee" shall mean the originally appointed Trustee, the successor individual Trustee or the individual and corporate Trustees, as the case may be. 7- ARTICLE EIGHT POWERS OF FIDUCIARIES § 8.1 No fiduciary under this Agreement shall be required to give bond or other security for the faithful performance of the fiduciary's duties. § 8.2 Any such fiduciary shall have all powers given by law, including without limitation those under the Pennsylvania Probate, Estates and Fiduciaries Code, and in addition the following powers: § 8.2.1 To invest in, accept and retain any real or personal property, including stock of a corporate fiduciary or its holding company, without restriction to legal investments; provided, however, if any property that forms a part of the principal of the trust(s) established by Article Five of this Agreement is unproductive, the Settlor's Wife may at any time and from time to time by a written notice require the Trustee of said trust(s) holding such unproductive property either to make any or all of such property productive or to convert such property within a reasonable time after the Trustee receives such notice; § 8.2.2 To sell, exchange, partition or lease for any period of time any real or personal property and to give options therefore for cash or credit, with or without security; § 8.2.3 To borrow money from any person including any fiduciary acting hereunder, and to mortgage or pledge any real or personal property; § 8.2.4 To hold shares of stock or other securities in nominee registration form, including that of a clearing corporation or depository, or in book entry form or unregistered or in such other form as will pass by delivery; § 8.2.5 To make distributions in cash, or in kind at current values, or partly in each, allocating specific assets to particular distributees on a non-pro rata basis, and for such purposes to make reasonable determinations of current values; § 8.2.6 To terminate, following the death of the Settlor's Wife any trust created herein, the principal of which is or becomes too small in the Trustee's discretion to make the establishment or continuance of the trust advisable, and to make immediate distribution of the then remaining trust property to the beneficiary then entitled to the income of the trust property or, if there is more than one beneficiary, to the beneficiaries then entitled to the income of the trust property, in proportion to their respective interests therein or, if such interests are not defined, in equal shares to such beneficiaries. The receipts and releases of the distributees will terminate absolutely the right of all persons who might otherwise have a future interest in the trust, whether vested or contingent, without notice to them and without the necessity of filing an account in any court; § 8.2.7 If the Settlor's Executor does not make an election pursuant to Internal Revenue Code Section 2056(b)(7)(B)(v) with respect to all of the assets held in trust under Article Five hereof, the trust estate thereunder may be divided into separate trusts -8- pursuant to the terms of the election and such division shall be based upon the fair market value of the assets comprising the trust at the time of the division; § 8.2.8 To allocate between the trusts established by Articles Four and Five of this Agreement any property that is not includible in the Settlor's estate for administration purposes, but which is paid directly to the Trustee and is not otherwise designated for a specific trust, in such shares as the Trustee deems appropriate; provided, however, any portion of such property that does not form a part of the Settlor's gross estate for federal estate tax purposes shall be allocated to the trust established by Article Four of this Agreement and shall not be used for the payment of death taxes, debts or administration expenses; § 8.2.9 To execute any agreement relating to the disposition or redemption of any business interest that may be a part of the trust estate, whether the same involves a proprietary interest, a partnership interest or stock in a closely held corporation; § 8.2.10 To operate or arrange for the operation of any business interest held hereunder, and to join or become a party to, or to oppose, any reorganization, readjustment, foreclosure, merger, voting trust, dissolution, consolidation or exchange relating to any such business interest; § 8.2.11 To engage in litigation and compromise, arbitrate or abandon claims; § 8.2.12 To determine the apportionment of receipts and expenses, including extraordinary cash dividends, stock dividends, capital-gain dividends of regulated investment companies and proceeds and expenses of the sale of unproductive real estate, between income and principal, such apportionment to be made so as to balance fairly the interests of any income beneficiary and the remaindermen; § 8.2.13 To make elections, decisions, concessions and settlements in connection with all income, estate, inheritance, gift or other tax returns and the payment of such taxes, without obligation to adjust the distributive share of income or principal of any person thereby affected; § 8.2.14 To merge, after the death of the Settlor, any trust created hereunder with any other trust or trusts created by the Settlor or the Settlor's Wife, under will or deed, if the terms of any such trust are then substantially similar and are held for the primary benefit of the same persons, and if such merger shall not cause any adverse estate, income or generation skipping transfer tax consequences; and § 8.2.15 The Settlor's Executor is authorized to allocate any of the Settlor's exemption from federal generation skipping transfer tax under §2631 of the Internal Revenue Code (the "Settlor's GST Exemption") to any property as to which the Settlor is the deemed transferor under §2652(a) of the Internal Revenue Code, regardless of whether or not the property with respect to which an election or allocation is made is part of the Settlor's probate estate. Similarly, the Settlor's Wife's Executor may allocate a portion or all of the Settlor's Wife's Exemption (the "Settlor's Wife's GST Exemption") from generation skipping transfer tax to property held hereunder of which the Settlor's Wife is deemed transferor. Any such election or allocation shall be binding upon the Trustee and any beneficiary of any trust created hereunder. The Trustee is directed to -9- divide any trust created hereunder into two or more separate trusts if necessary to segregate the portion or portions of the trust or trusts created hereunder over which the Settlor's GST Exemption or the Settlor's Wife's GST Exemption has been allocated (the "GST Exempt Trusts") from the portion or portions of the trust or trusts created hereunder over which neither the Settlor's GST Exemption nor the Settlor's Wife's GST Exemption has been allocated (the "Non-GST Exempt Trusts"); provided, however, that such separated trusts shall be held, administered and disposed of in accordance with the terms hereunder as identical trusts in all other respects, except as provided in §6.1.6 hereof. § 8.2.16 To make any election available under the tax laws, including the power to make an election to qualify any trust created hereunder as a Qualified Subchapter S Trust ("ASST") or an Electing Small Business Trust ("ESBT"). § 8.2.17 With respect to any trust hereunder that holds shares of stock in any S corporation, as defined by § 1361 of the Internal Revenue Code ("S Corporation stock"), to segregate such S Corporation stock from the other assets of any such S Corporation trust, to hold such stock in a separate trust under similar terms and conditions, and to take such actions and make such elect-ions as may be reasonable necessary to qualify any such separate trust as a permitted S Corporation shareholder under § 1361(c)(2) of the Internal Revenue Code. ARTICLE NINE BUSINESS INTERESTS § 9.1 In the event any business interest should be a Trust Asset, whether the same involves a proprietary interest, a partnership interest, a membership interest in a limited liability company or stock in a closely-held corporation, either wholly owned, controlled by the Trustee or owned in substantial part by the Trustee, the Trustee is authorized, subject to the terms of any agreement which the Settlor or the Trustee may have made for the sale of such interest, to continue said business until such time as the Trustee shall deem it advisable to sell, liquidate or distribute the same in kind. With respect to any sale or exchange of the stock of any such business interest and in the absence of any such agreement entered into by the Settlor or the Trustee, the Trustee is directed to consider and determine the appropriateness of a sale or redemption.of such stock in accordance with Section 303 of the Internal Revenue Code to the business entity and a possible deferral of federal estate tax payments under Section 6166 of the Internal Revenue Code. It is the Settlor's desire that, to the extent possible, any such business interest be continued or disposed of only in an orderly manner so as to maximize the proceeds of any disposition. If an election under the foregoing provisions will effect such desire, the Trustee is encouraged to pursue such election if it deems such election also to be in -10- the best interests of the trust(s) created hereunder and the beneficiaries thereof. The Trustee shall have all rights and powers in connection with such business as an owner thereof, including specifically the power at any time and from time to time to operate or to join in the operation of the same as a going concern, to form or to reform a general or limited partnership or limited liability company, to incorporate or to reincorporate and to liquidate or to sell the same or any part thereof as the Trustee deems advisable for the best interests of the trust(s) created hereunder and the beneficiaries thereof without the necessity of any order of court and without any liability for loss resulting from the operation of said business, except when such loss is the result of gross negligence or fraud on the part of the Trustee. ARTICLE TEN PROVISION FOR TAXES, DEBTS AND EXPENSES § 10.1 All estate taxes, inheritance taxes, transfer taxes and other taxes of a similar nature payable by reason of the Settlor's death to any government or subdivision thereof upon or with respect to any property subject to any such tax (solely for the purposes of this Article Ten, "Death Taxes"), and any penalties thereon, shall be paid by the Trustee as follows: (a) if the Settlor's Wife survives the Settlor, all such Death Taxes and penalties shall be paid out of the principal of the property, if any, disclaimed by the Settlor's Wife and, if none or to the extent such disclaimed property is insufficient, from the principal of that portion of the trust property disposed of by § 3.1.1 hereof; and (b) if the Settlor's Wife does not survive the Settlor, all such Death Taxes and penalties shall be paid from the principal of that portion of the trust property disposed of by § 3.1.3 hereof. All interest with respect to any such Death Taxes and penalties shall be paid out of the income or principal or partly out of the income and partly out of the principal of such portion hereof, in the absolute discretion of the Trustee. The Trustee shall not make apportionment among or seek reimbursement from the beneficiaries, recipients or owners of such property for any such Death Taxes, penalties or interest. Notwithstanding any provision of this Article Ten to the contrary, the Trustee shall not pay any such Death Taxes, penalties or interest attributable to any property included in the Settlor's taxable estate solely because of a power of appointment thereover that the Settlor possess but has not exercised or any qualified terminable interest property. § 10.2 The Trustee may pay any of the Settlor's legally enforceable debts, any expenses of the Settlor's last illness, funeral, burial and administrative expenses of the Settlor's -11- estate or any portion thereof, in the Trustee's sole discretion, without reimbursement, out of the principal of that portion of Trust Assets disposed of by of Article Five hereof. ARTICLE ELEVEN REVOCABILITY § 11.1 The Settlor may, by instrument in writing delivered to the Trustee, modify, alter or revoke this instrument in whole or in part; provided, however, that the duties, powers, compensation and liability of the Trustee shall not be changed without the written consent of the Trustee. ARTICLE TWELVE MISCELLANEOUS PROVISIONS § 12.1 As used in this Agreement, the term "Internal Revenue Code" shall mean the Internal Revenue Code of 1986, as amended from time to time, or the corresponding provision of subsequent law. § 12.2 If the Settlor's Wife and the Settlor die under such circumstances that it is impossible to determine which survived, it shall be conclusively presumed and this Agreement shall be construed as if the Settlor's Wife had survived the Settlor. § 12.3 Whenever a discretionary distribution of net income or principal is permitted pursuant to any trust created hereunder, if such distribution may be made in whole or in part to a person who is then a Trustee of such trust, such person may not participate in any way in the decision whether to make such distribution. No Trustee who is under a legal obligation to support a beneficiary of a trust created hereunder shall participate in the exercise of any discretion granted to the Trustee of that trust to distribute net income or principal in discharge of that legal obligation. Furthermore, no Trustee shall enter into any reciprocal arrangement with any other trustee for the purpose of indirectly exercising a power prohibited hereunder. § 12.4 Whenever the Trustee is directed to distribute property to or for the benefit of any beneficiary who is under (a) twenty-five (25) years of age, or (b) a legal disability or otherwise suffers from an illness or mental or physical disability that would make distribution directly to such beneficiary inappropriate (as determined in the Trustee's sole discretion exercised in good faith), the Trustee may distribute such property to the person who has custody of such beneficiary, may apply such property for the benefit of such beneficiary, may distribute such property to a custodian for such beneficiary, whether then serving or selected -12- and appointed by the Trustee (including the Trustee), under any applicable Uniform Transfers to Minors Act or Uniform Gifts to Minors Act to be held for such beneficiary until such beneficiary reaches age twenty-five (25), may distribute such property directly to such beneficiary's estate, or may distribute such property directly to such beneficiary (except if any of the conditions hereinbefore described in (b) apply), without liability on the part of the Trustee to see to the application of such property. This provision shall not in any way operate to suspend such beneficiary's absolute ownership of such property or to prevent the absolute vesting thereof in such beneficiary. § 12.5 Except as otherwise may be provided in this Agreement, during the continuance of any of the trusts created hereunder and thereafter until the property is distributed to and received by any beneficiary hereunder, the principal sums thus held in trust for any beneficiary, respectively, and the income thereof shall not be subject to or liable for any contracts, debts, engagements, liabilities or torts of such beneficiary now or hereafter made, contracted, incurred or committed, but shall be absolutely free from the same, and such beneficiary shall have no power to sell, assign or encumber all or any part of the principal sums or such beneficiary's interest therein, respectively, or the income thereof, or to anticipate the income. § 12.6 An individual fiduciary shall receive compensation in accordance with the law of Pennsylvania in effect at the time of payment, unless the fiduciary waives compensation. A corporate fiduciary shall be compensated by agreement with the individual fiduciary, or, in the absence of such agreement, in accordance with its fee schedule as in effect at the time of payment. The Settlor authorizes a corporate fiduciary to charge additional fees for services it provides to a trust hereunder that are not comprised within its duties as fiduciary, for example, a fee charged by a mutual fund it administers in which a trust hereunder invests, or a fee for providing an appraisal, or a fee for providing corporate finance or investment banking services. The Settlor also recognizes that a corporate fiduciary may charge separately for some services comprised within its duties as such fiduciary, for example a separate fee for investing cash balances or preparing tax returns. Such separate charges shall not be treated as improper or excessive merely because they are added on to a basic fee in calculating total compensation for service as fiduciary. ~ 12.7 Notwithstanding any other provision of this Agreement, but only to the extent that any trust hereunder is subject to the Rule Against Perpetuities under applicable law, upon -13- the expiration of twenty-one (21) years after the death of the last survivor of the Settlor's Wife and issue living at the Settlor's death, the trusts created hereunder shall forthwith terminate and the trust property shall be distributed to the beneficiary then entitled to the income of the trust property or, if there is more than one beneficiary, to the beneficiaries then entitled to the income of the trust property in proportion to their respective interests therein or, if such interests are not defined, in equal shares to such beneficiaries. § 12.8 This instrument and any trust created hereunder shall be governed by the laws of Pennsylvania and shall have its situs in Dauphin County, Pennsylvania. IN WITNESS WHEREOF, the Settlor and the Trustee have hereunto affixed their hands and seals and/or caused this instrument to be duly executed on the date and year first written above. WITNESS: -c,~niv~ra-~.^ SETTLOR: ~~~ ~i • °~'z"„-r/~ (SEAL) CHARLES W. TURNER WITNESS: ~ ~ WITNESS: c~-'L WITNESS: TRUSTEE: ~~~i~ ~ *lGr.~vi~~ (SEAL) CHARLES W. TURNER TRUSTEE: ,.~~:chi/~ (SEAL) NEC. TURNER TRUSTEE: ~~~ SEAL N ( ) H RSHEY TRUS COMPANY y• -14- COMMONWEALTH OF PENNSYLVANIA ss. COUNTY OF DAUPHIN On this, the 25th day of March, 2010, before me, a notary public, the undersigned officer, personalty appeared CHARLES W. TURNER, known to me (or satisfactorily proven) to be the person whose name is subscribed to the within instrument, and acknowledged that he executed the same for the purposes therein contained. IN WITNESS WHEREOF, I hereunto set my hand and official seal. Notary Public SEAL fro#ariai 5eai ( ) Marianne H. ,gori, No#ary i'ufzlic City afi Harrisburg, Dauphin County MY Commission Expires June 10, 2010 COMMONWEALTH OF PENNSYLVANIA COUNTY OF DAUPHIN ss. On this, the 25th day of March, 2010, before me, a notary public, the undersigned officer, personally appeared JANE C. TURNER, known to me (or satisfactorily proven) to be the person whose name is subscribed to the within instrument, and acknowledged that she executed the same for the purposes therein contained. IN WITNESS WHEREOF, I hereunto set my hand and official seal. Notary Public (SEAL) c~~g~o~sv~~~°:~ o~~ ~~i~ias~~LVtiri~ No~iariai Seal Marianne H. Acri, iVotary Public Ci ofi Harrisburg, Dauphin County My commission Expires June 10, 2010 -15- COMMONWEALTH OF PENNSYLVANIA /\ SS. COUNTY OF ~11~V~-U~~ On this, the ~~ day of , 2010, before me, a Notary Public, the undersigned officer, personally appeared ,who acknowledged himself/herself to be the VPQr~d .~,LCd-f of HERSHEY TRUST COMPANY, a corporation, and that he/she as such officer, being authorized to do so, executed the foregoing instrument for the purpose therein contained by signing the name of the corporation by himself/herself as such officer. IN WITNESS WHEREOF, I have hereunto set my hand and official seal. O~ Notary Public (SEAL) COMMONWEALTH OF PENNSYLVANIA Il4~tral Seal Diana L Jattnson, Notary Public Derry Twp., Dawn county My Conxnission Expires July 18, 2011 il~ernber, Pennsylvania A~s~ciation of Notaries _..._~ -16- ESTATE OF CHARLES W. TURNER DEPT. OF REVENUE NO. 21-12-0860 OFFICIAL RECEIPT - 3 MONTH TAX PAYMENT COMMONWEALTH OF PENNSYLVANIA DEPARTMENT OF REVENUE BUREAU OF INDIVIDUAL TAXES DEPT. 280601 HARRISBURG, PA 1 7 1 28-0601 RECEIVED FROM: PENNSYLVANIA INHERITANCE AND ESTATE TAX OFFICIAL RECEIPT THE BRYN MAWR TRUST COMPANY -------- fcld ESTATE INFORMATION: SSN: 516-09-6969 FILE NUMBER: 2112-0860 DECEDENT NAME: TURNER CHARLES W DATE OF PAYMENT: 10/ 1 8/ 2012 POSTMARK DATE: 10/ 1 7/201 2 COUNTY: CUMBERLAND DATE OF DEATH: 07/ 1 7/ 2012 REV-1162 EX(11-96) N0. CD 016658 ACN ASSESSMENT AMOUNT CONTROL NUMBER 101 ~ $ 8 8, 000.00 TOTAL AMOUNT PAID: REMARKS: RECEIPT TO ATTY CHECK# 1000703 SEAL INITIALS: WZ $88,000.00 RECEIVED BY: GLENDA EARNER STRASBAUGH REGISTER OF WILLS TAXPAYER ESTATE OF CHARLES W. TURNER DEPT. OF REVENUE NO. 21-12-0860 COPY -LEE TURNER PROMISSORY NOTE AMENDED AND RESTATED PROMISSORY NOTE $1,018,087.60 ,4 ,. i. P ~ ~~~~ ~ ~ _ ~ ~&~.. Issue Date: December 31, 2006 LEE C. TURNER, an adult individual residing at 711 Indiana Avenue, Lemoyne, Pennsylvania, 17043 ("Maker"), hereby promises to pay to CHARLES W. 'I'I7RNER, an adult individual residing at 1059 Brandt Avenue, Lemoyne, Pennsylvania, 17043 ("Holder"), the principal amount of One Million Eighteen Thousand Eighty-seven and 60/100 Dollars ($1,018,087.60) (the "Principal Amount") plus interest as set forth below. This Amended and Restated Promissory Note (this `emote") amends and restates in full Maker's obligations to Holder as set forth in the Promissory Note dated December 3 1, 2003. 1. Principal and Interest. (a) Commencing on the date hereof, this Note shall bear interest on the unpaid Principal Amount at the rate of 5.00% per annum (the "Accrued Interest"). (b) Accrued Interest shall be paid monthly, in advance, on the unpaid Principal Amount. The first monthly payment of Accrued Interest shall be made on or before January 1, 2007 and the remaining payments shall be made on or before the first (1~) day of each month therea$er until all amounts due hereunder are paid in full. (c) The entire unpaid Principal Amount, together with any unpaid Accrued Interest thereon, shall be due and payable in full on December 1, 2013. (d) Maker may, at his option, prepay all or any part of the Principal Amount at any time and from time to time without payment of any premium or penalty. (e) The obligations to make the payment provided for in this Note are absolute and unconditional and not subject to any defense, set-off, counterclaim, rescission, recoupment or adjustment whatsoever. Maker hereby expressly waives demand and presentment for payment, notice of nonpayment, notice of dishonor, protest, notice of protest, bringing of suit and diligence in taking any action to collect any amount called for hereunder, .and shall be directly and primarily liable for the payment of all sums owing and to be owing hereon, regardless of and without any notice, diligence, act or omission with respect to the collection of any amount called for hereunder. 2. Events of Default. The occurrence of any of the following events shall constitute an event of default (an "Event of Default"): (a) A default in the payment of the Principal Amount or the Accrued Interest as contemplated in this Note, when and as the same shall become due and payable. (b) The entry of a decree or order by a court having jurisdiction adjudging Maker bankrupt or insolvent, or approving a petition seeking reorganization, arrangement, adjustment or composition of or in respect of Maker, under federal bankn~ptcy law, as now or hereafter constituted, or any other applicable federal or state bankruptcy, insolvency or other similar lain, and the continuance of any such decree or order unstayed and in effect for a period of sixty (60) days; or the commencement by Maker of a voluntary case under federal bankruptcy law, as now or hereafter constituted, or any other applicable federal or state bankruptcy, insolvency, or other similar law, or the filing by him of a petition or answer or consent seeking reorganization or relief under federal bankruptcy law or any other applicable federal or state law, or the consent by him to the filing of such petition or to the appointment of a receiver, liquidator, assignee, trustee, sequestrator or similar official of Maker or of any substantial part of his property, or the making by him of an assignment for the benefit of creditors, or the admission by him in writing of his inability to pay his debts generally as they become due, or the taking of action by Maker in furtherance of any such action. 3. Remedies Upon Default. (a) .Upon the occurrence of an Event of Default referred to in Section 2(b), all amounts due under this Note shall automatically become immediately due and payable without presentment, demand, protest or other formalities of any kind, all of which are hereby expressly waived by Maker. Upon the occurrence of an Event of Default referred to in Section 2(a), Holder, by notice in writing given to Maker, may declare all amounts due hereunder due and payable immediately, and upon any such declaration the same shall become and be due and payable immediately, without presentation, demand, protest or other formalities of any kind, all of which are expressly waived by Maker. (b) Holder may institute such actions or proceedings in law or equity as he shall deem expedient for the protection of his rights and may prosecute and enforce his claims against all assets of Maker, and in connection with any such action or proceeding shall be entitled to receive from Maker payment of the principal amount of this plus reasonable expenses of collection including, without limitation, attorney's fees and expenses. 4. Confession of Jud~nent. UPON THE OCCITRRENCE AND DURING THE CONTINUANCE OF AN EVENT OF DEFAULT, MAKER HEREBY IRREVOCABLY AUTHORIZES AND EMPOWERS HOLDER, BY HIS ATTORNEY, OR THE PROTHONOTARY OR THE CLERK OF ANY COURT OF RECORD IN THE COMMONWEALTH OF PENNSYLVANIA OR IN ANY JURISDICTION WHERE PERNIITTED BY LAW, TO APPEAR FOR MAI~R AND CONFESS AND ENTER JUDGMENT AGAINST HIM IN FAVOR OF HOLDER IN ANY JURISDICTION IN WHICH MAI~R OR ANY OF HIS PROPERTY IS LOCATED FOR THE AMOUNT OF ALL MAI~R' S OBLIGATIONS HEREUNDER, TOGETHER WITH COSTS OF SUIT AND WITH ACTUAL COLLECTION COSTS (Il~tCLUDING REASONABLE ATTORNEYS' FEES), WITH OR WITHOUT DECLARATION, AND WITHOUT STAY -2- OF EXECUTION, AND WITH RELEASE OF ERRORS AND THE RIGHT TO ISSUE EXECUTION FORTHWITH, AND FOR DOING SO THIS PROMISSORY NOTE OR A COPY VERIFIED BY AFFIDAVIT SHALL BE A SUFFICIENT W . MAI~R HEREBY WAIVES AND RELEASES ALL RELIEF FROM-ANY AND ALL APPRAISEMENT, STAY OR EXEMPTION LAW OF ANY STATE NOW IN FORCE OR HEREAFTER ENACTED. THIS AUTHORITY AND POWER SHALL NOT BE EXHAUSTED BY THE EXERCISE THEREOF AND SHALL CONTIlV-[1E iTN'I~II~ MAI~R'S OBLIGATIONS HEREUNDER ARE FULLY PAID, PERFORMED, DISCHARGED AND SATISFIED. Initials of Maker: 5. Acceleration of Payments. In the event that Holder and his wife, Jane Turner, shall each die prior to end of the Term, all amounts due under this Note shall automatically become due and payable on that date which is sixty (60) days following the date of the second death without presentment, demand, protest or other formalities of any kind, all of which are expressly waived by Maker. 6. Miscellaneous. {a) Any notice or other communication required or permitted to be given hereunder shall be in writing and shall be mailed by certified mail, return receipt requested, or by nationally recognized overnight carrier, or delivered (in person or by telecopy, telex or similar telecommunications equipment) against receipt to the party to whom it is to be given, at the addresses set forth above, or to such other address as the party shall have furnished in writing in accordance with the provisions of this Section 6(a). Any notice or other communication given by certified mail shall be deemed given at the time of certification thereof, except for a notice changing a party's address which shall be deemed given at the time of receipt thereof. Any notice given by other means permitted by this Section 6(a} shall be deemed given at the time of receipt thereof. (b) Upon receipt of evidence reasonably satisfactory to Maker of the loss, theft, destruction or mutilation of this Note (and upon surrender of this Note if mutilated), Maker shall execute and deliver to Holder a new note of like date, tenor and denomination. (c) No course of dealing and no delay or omission on the part of Holder in exercising any right or remedy shall operate as a waiver thereof or otherwise prejudice Holder's rights, powers or remedies. No right, power or remedy conferred by this Note upon Holder shall be exclusive of any other right, power or remedy referred to herein or now or hereafter available at law, in equity, by statute or otherwise, and all such remedies may be exercised singly or concurrently. (d) This Note maybe amended only by a written instrument executed by Maker and Holder. Any amendment shall be endorsed upon this Note, and all future Holders shall be bound thereby. -3- {e) This Note shall be governed by and construed in accordance with the laws of the Commonwealth of Pennsylvania, without giving effect to its conflicts of law principles. IN V~iTITNESS WI-~REOF, Maker has caused this I~Tote to be executed and dated the day and year first above written. ,~ ' L ~"~_ ~ ~ er ~5~. ~~ .~ -~- ESTATE OF CHARLES W. TURNER DEPT. OF REVENUE NO. 21-12-0860 COPY -RICHARD TURNER PROMISSORY NOTE . '09/ 15/2010 .14:4.9. FAX 71.7 .237 -5300 _ . - _ MCNEES . W-ALL.ACE & . NURICK ~ . f~ 002%005 _ ~ ~ - _ ... ... - - - :PROMISSQRY.NOTE- ~ ~ -. - - . ~ 5250,000.00 ~ ~ -. - ~ . - ~ ~ ~ Is9ue Date:: September 17, 2010 - - -~ . ~ ~. - . -~ RICI~ARD-D: 'TUR~~~, an adult individual residing at 23.82 Lost.Bal1Drive, ~ . . - ~ ~ Montrose, Colorado, 81401-~ (`..`Maker"), hereby promises .to: pay to CHARLES W. ~'I'D~~R,, an ~ - - - ~ ~ adult individual residing at 1059 Brandt Avenue, Lemoyne,-Per~nsylvania,17043 ("Holder"), the .- ~ ~: - . ~ : principal amounf of T~-o ~ Huradired Fifty Thousands and 00/.100 Dollars (:$250;000.00) (the - : - - ~ ::: "Principal Amount")plus. interest as. set. forth belov~. - : ~ ~ .. ~ ~ .. ~. .. ~ 1-. ~ Princi~al~nd Interest.-~ . ~ _~ . ~ ~~ .. ~ - .:. :: , - . ~. -~ ~ . ~ -~ . . ~ . - ~ ~ (a) - - Commencing on the date hereof, ahis Promissory Note (this "Note") shall bear - - - - . interest ion the unpaidPrincipal. Amount at the rate of 5.00% per annum ~(the :"Accrued Interest"). - ~ - ~ (b) Accrued .Interest shall be paid monthly, in. arrears, -on the :unpaid Principal -.. ~ - Amount.: The first monthly paym~tnt of Accrued.Interest shall be made on or.before -. ~ . - . - .. November 1, 20.10, and the- remaining payments shall be made on or before file first ~(1 ~} day of each calendar month thereafter until all amounts due hereunder are paid in full. - ~ ~ .. - ~ {c) . :The entire unpaid Principal Amount; together with any unpaid .Accrued Interest - :. thereoni ~ shall ~be due and payable in .full on September 3.0, 2020. -. - - .: - - ~ ~ ~ ~ - -(d) - .Maker.may,_ of his option, prepay all or any, part of the Principal. Amount :at- any ~ - . ti~cne anti from time to dime 'without payrr~er~t of any premium or penalt~+. - - - -~ :. ~. - - - ~ (e) . The~obligativns to make the payment provided for in this Note are absolute and . unconditional and not subject to any defense, set-off, countetclainl, rescission, recoupmer-t or - adjustment whatsoever: ~~Maker hereby expressly waives demand and presentment for payment, - notice.af nonparvment, notice of dishonor, protest, -notice of protest; .bringinE of suit -and diligence in taking any action to collect any amount called for hereunder', and shall be directly and . .. ~ primarily liable far.th~ payn±ent of all sums owing: and to be owing hereon; regardless of and - without any notice,-diligence, $ct or omission with respect to the collection of any amount called - - for hereunder_ . - . ~ - . 2, events-of Default, The occurrence of any of the following events shall constitute an ~ P: event of default.(an "Event of Default")~ ~ ~ 1 {a) A default in the payment of the Principal Amount ox th,e ~cctued. Interest as contemplated in this Note, when and as the same shall bec+errie due and payable: ~ . {A2126769: i } (bj ,.~ . ~~The entry of a decree~or order.~by a court having jurisdiction adjudging-Maker banlmipt or insolvent, or approving~a petition seeking reorganization, arrangement, adjustmer~t.or composition ~of or in respect~of Maker,. under federal banlQUptcy law; as now or herea~ex constituted, or any.other applicable federal or state~bankruptcy, insolvency or other similar law, and the continuance of any such decree or order unstayed and in effect for a period of sixty'(60) days;- oc the commencement by Maker..of a voluntary case under. federal banlQUptcy slaw, as~ riow or hereafter corxstttuted; or any o~hef .applicable federal ~or state bankruptcy; insolvency, .or. other ~~ similar law,, or.tlie filing by him of. a petition or answer or consent seeking:reorgani2ation or relief under.federal bankruptcylaw or any other applicable federal or statelavs-, or the consent by him~to the filing of such petition or to the appvintrnent of.a~receiver, liquidator, assignee, trustee;. sequestirator. or similar-off. ~icial of Maker or of any substantial part of his property, or the making :. by him~of an assignment for the benefit~of creditors, or the admission by him in writing of his . inability to pay~his debtsgenerally as .they become due, :or the, takiflg or action by lVialCer :in furtherance of any such action. ~ _ .: .. ~ ~ -~ . ~ . 3. .Remedie t,J~on Default.. ~. - ~ ~ ~ ~ ~ ~ ~ .. _ . ~ ~ .. ~(a) ..~ Upon the occurrence of an lrvent of Default referred to.in Section 2(b), all ~ ~ _ ~~ . .~. ~. ~ amounts due under this Note shall automatically. become immediately due and payable without _~. .. ~ .. ~. presentment, .demand, protestor other formalities of any kind; ell of which are hereby expressly - :, ~. ~ ~ . waived~by Maker: Upon the occurrence o~.an Event.of Default referred to in S.ection.2{a), . ~ ~ . . Holder, by notice in writing given to~ Maker, may declare all amounts due hereunder due and . ~ ~ ~: ~ payable immediately, and upon any such declaration the same shall become and be due~.and . ~ . .. : ~ ~ payable immediately,~without~presentatiori, demand,.prvtest or other formalities of any~kind, all. ~ . . of which are expressly: waived by Maker.. ~ ~ ~ ~ ~ . ~ _ ~ ~ . ~ . ~ ~ . . i(b) ~ -Holder may institute such: actions or proceedings in law or .equity as ~he shall deem ~. ~. ~. expedignt~ for the. protection. of his rights and may prosecute .and enforce his clairrrs .against all.. ~ ~ . _ ~ . assets df Maker, and in connection with any such action or proceeding shall be entitled to receive. from Maker payment of the principal amount of this plus reasonable expenses of collection ~~ ~. including, without limitation, attorneys': fees. and expenses. ~ : ~~ 4. ~ Confession of Judgment: UPON THE OCCURRENCE AND DURING THE CONT~TUANCE OF AN EVENT OF DEFAULT, MAKER HEREBY IRREVOCABLY AUTHORY~ES AND EMPOWERS HOLDER, BY HIS ATTORNEY; QR 'X'IiE PROTHONOTARY OR THE CLERK OF A-NY COURT OF RECORD IN THE COMII~ONWEALTH OF PENNSYLVANIA OR IN ANY JURISDICTTION 'HERE PERMITTED BY ~LAyV, TO APPEAR FOR MAKER AND CONFESS ANA ENTER ~JUDGIVYENT AGAINST HIM IN FAVOR OF HOI..DER.IN ANY JURISDICTION IN WHICH MAKER OR ANY OF HIS PROPER~'Y IS LOCATED FOR THE AMOUNT OF ALL MAKER'S OBLIGATIONS .HEREUNDER, TOGETHER WITH COSTS OF SUIT . AND V'VITH ACTUAL COLLECTION COSTS (INCLUDING REASONABLE Al TO~NEYS' FEES), WIT$ OR WITHOUT DECLARATION, ANU WI'X'HOUT ST'A'Y OF EXECUTION, ANI? KITH RELEASE OF ERRORS AND T~ RIGHT TO ISSUE EXECUTION FORTHWITH, AND FOR DOYNG SO TffiS PROMISSORY NOTE OR A -2- 09/1.5/2010 1~4: 4.9 .FAX ~ 717 .237. X300 ~ ~ ~MCNEES .wALLACE & NURICK - f~j 004-/00~ :- COPY VERIFIED. BY A~'FIDAVIT-SHAL~L: BE ~A SUFFICIENT WARRANT. MAI~R ~ ..: ~ - . - . ~ HEY WAI''V~$`AND RELEASE5~ALL RE~,IEF FYiQM Arty AND ALL - - -APPRAISEMENT, STAY OR E~MPTYON LAW OF ANY STATE NOW IN FORCE - OR HEREAFI'EIt ENACTED. THIS AUTHORITY.AND POWER SHALL NOT BE . ~- ~ . - ~ ~ EXH~4JUSTED BY~ THE. EXERCYSE THER.EOF.AND SII.ALL CONTINUE YJNTIL . . ~ MA,~ER'S O$Y.YGATIONS $EREUNn~R ARE_FUI:LY ~PAID,.PERFORMED, :. DISCHARGED~AND SATISFIED.. ~ ~ . ~ - ~ ~ ~ . ~ ~ . ~ - - ~ Initials of Maker: ~ ~ `~%-~ S-2A ~~ .~ : - - ~.. ~ . ~ ~ - ..:. :. ~ ~ - ~ - - .. ~ ~ ~ 5. ~ ~ -Acceleration of Payments. In the :event that Holder and his wife, Jane Turner, -shall each: ~ . .: - ~ die prior.to -end~~of the Terrir~, all amounts due :under this Note shall automatically become due and ~- . ~: ~ ~ .. payable on~.tl~at~date which is~~sixty (60)--days-following the date of the second death~without. - .- : - - ~ - - : presentrnetit,~.detxtand, protestor other formalities of any kind,..al_l:-of-whah are expressly waived . .. - - by lvlaker:. - .- ~ .: - . - .~ . ~ 6:. .:.~ ~ MisceIlaneous,. - ~ . ~ . - .. ~ ~ . :. ~ - ~ - . - ~ ~ ~ - . ~ .:~(a) .. - Airy notice or other communication required or perrr,itted to be given hereunder - .. shall be in writing and shall be maled~by certified mail, return.teceipt requested, or by nationally . . ~ . .recogniozed oveznight carrier, or delivered(inperson-orby.teleeopy, telex or similar ~.- - ~ telecommunications equipment) against receipt to the party to whom it into begiven,- at the ~ ~ -~ - ~ ~ .addresses set forth above, or.-to such other address as the party shall have furnished-in writing in .~. - - - - - ~ ~ accordance with the~provisiosts of this Section 6(a). Any notice or other. communication given . - - . -by certified mail shall be .deemed given at the~time of certification thereof, except for a notice - - changing a -party's address .which shall be deemed given at the time of. receipt-thereof Any . . : - :notice .given by other means permitted -by this. Section 6(a) shall be deemed given at the time of - ~ ~ -receipt thereof ~ . ; ~: ~ - ~ ~ .- . ~ ~ - ~ ~ - . - - ~~ ~:. ~ . ~ . - - - ~ ~ ~ ~i(b)~ ~ Upon receipt ofevidence seasonably satisfactory-to Maker of thc:loss, theft, destruction or mutilation Hof this Note (arid upon surrender of this Note if mutilated), Maker shall -~ . ~. - ~ execute and~deliver to Holder a new note of like date, tenor and denomination. - - - (c). - No course of dealing and no delay or omission on the part of Holder in exercising . - ~ - any right or remedy shall operate as a waiver thereof or otherwise prejudice Holder's rights, - powers nor remedies. 1Vo right, power or- rerriedy conferred by this Note upon Folder shall be ~ . exclusive o;f any other right, power or remedy referred to herein or now or hereafter available at. - .- - law, in equity, by statute or otherwise, and all such .remedies may be exercised singly. or - . concurrently- ~ ~ ~ - ~ . - - (d) This Note maybe amended only by a written instrument executed.by Maker and Folder. Any amendment shall be endorsed upon this Note, and all future Holders shall be bound thereby.. ~ ' ~ _ ~ ~ . -3- -4- ESTATE OF CHARLES W. TURNER DEPT. OF REVENUE NO. 21-12-0860 COPY - CADILLAC APPRAISAL R BUICK PONTIAC GMC "We take care of you" October 8, 2012 The Estate of Charles W. Turner 1059 Brandt Avenue Lemoyne, PA 17043 To Whom it May Concern: I have evaluated the following vehicle for the Estate of Charles W. Turner: 2010 Cadillac DTS VI N# 1 G6KD5EY8AU 109845 Miles 19,485 The appraised cash value as of July 2012 is $22,000 612 EAST MAIN STREET, NE W HOLLAND, PA 17557 (717) 354-4451 FAX (717) 354-0347 Brandon Burkhart Sales Manager ESTATE OF CHARLES W. TURNER DEPT. OF REVENUE NO. 21-12-0860 COPY - M&T ACCOUNT INFORMATION Q M~TBank 499 Mitchell Road, Millsboro, DE 19966 Adjustment Services Phone 888-502349 F ax (302) 934-2955 September 14, 2012 McNees Wallace & Nurick, LLC 100 Pine Street P.O. Box 1166 Harrisburg, PA 17108-1166 Re: Estate of Charles W. Turner - ---------------~a~i~al-Security: 516-09-6969 Date of Death: July 17, 2012 Dear Sir or Madam: Per your inquiry on September 10, 2012, please be advised that at the time of death, the above-named decedent had on deposit with this bank the following: 1. Type of Account Checking Account Account Number 86655418 Ownership (Names of) Carolyn T. Benedict Charles W. Turner Jane C. Turner Opening Date 1228/1968 Balance on Date of Death $13,201.02 Accrued Interest $ .03 Total $13,201.05 2. Type of Account Installment Loan Account Number 12044450408704998 Ownership (Names of) Charles W. Turner(Borrower) Jane C. Turner(Co-borrower) Opening Date 082$/2007 Balance on Date of Death $59,862.57**This amount is not to be used for payoff purposes. For a payoff' balance, please call 1-800-724-2440 Current Balance $ 59, 862.57 ** This balance is not a payoff balance Type of Account Safe Deposit Box Box Number/Location 1637/West Shore Plaza Ownership (Names o~ Charles W. Tunter Opening Date 10/13/1999 For any additional information on the above accounts, including ownership and any changes, closures and/or reimbursement of funds, please call the West Shore Playa at 717-731-1730. We were unable to locate any safe deposit box for the above-mentioned decedent. This letter does not include any accounts in which the deceased may have been listed as Power of Attorney, Custodian of Uniform Transfers, Representative Payee, or Trustee under a Written Agreement. Sincerely, Valarie Mercer Adjustment Services ESTATE OF CHARLES W. TURNER DEPT. OF REVENUE NO. 21-12-0860 COPY - BRYN MAWR TRUST -TRUST ASSETS BRYN MAWR TRUST COMPANY Date of Death Valuation As of 07/17/2012 Combined Portfolios 5010001432 Settlement Date Basis CHARLES W. TURNER T/UTA Administrator: LISA PIERGALLINI @ 717-520-5681 Investment Officer: RUSTY WOLFE @ 717-520-5672 Div/Int. CUSIP/ Description Units Mean Accrual DOD Value 000957100 ABM INDUSTRIES INCORPORATED COM 247 18.74 $35.82 $ 4,633.72 002824100 ABBOTT LABORATORIES 95 66.6 $48.45 $ 6,272.85 018490102 ALLERGAN INC 73 85.3 $ 6,550.76 018522300 ALLETE INC ~ 141 41.68 $ 5,956.55 025932104 AMERICAN FINANCIAL GROUP INC. 176 37.91 $30.80 $ 6,598.24 030420103 AMERICAN WATER WORKS COMPANY 250 36.71 $62.50 $ 8,892.50 03232P405 AMSURG CORP 202 29.9 $ 6,358.96 032654105 ANALOG DEVICES 100 39.22 $ 3,627.00 037411105 APACHE CORP 70 87.61 $ 5,917.45 053807103 AVNET INC 176 31.85 $ 5,246.56 055921100 BMC SOFTWARE INC 141 39.52 $ 5,532.14 056525108 BADGER METER INC 84 34.44 $ 3,204.23 067383109 BARD CR INC 71 98.24 $ 7,564.70 071813109 BAXTER iNTL INC 106 58.97 $ 5,852.79 075887109 BECTON DICKINSON 81 76.21 $ 6,047.46 087032BX5 BETHEL PA PARK MUNI AUTH SWR NON-CAL 50000 104.585 $680.00 $ 52,304.00 09248U817 BLACKROCK LIQUIDITY FDS MUNIFUND POR' 142109 142109.4 $ 142,109.43 104674106 BRADY CORPORATION 250 26.56 $46.25 $ 6,388.75 110122108 BRISTOL MYERS SQUIBB CO 229 35.63 $77.86 $ 8,185.61 12503M108 CBOE HOLDINGS !NC 150 28.54 $ 4,224.00 127190304 CACI INTERNATIONAL 1NC. 125 56.14 $ 7,075.00 133034108 CAMDEN NATIONAL CORP 170 35.47 $42.50 $ 6,621.50 147528103 CASEY'S GENERAL STORES INC 176 59.65 $ 10,610.16 166178KR3 CHESTER PA WTR AUTH DTD 12/01/2007 CAL 60000 101.981 $241.50 $ 61,178.40 171340102 CHURCH & DWIGHT CO INC 276 57.65 $ 16,181.88 189054109 CLOROX CO 62 73.04 $ 4,527.86 189754104 COACH INC COM 159 60.58 $ 8,969.19 208250104 CONOCOPHILLIPS 88 54.86 $ 4,903.36 219350105 CORNING INC 500 11.42 $ 6,127.50 229669106 CUBIC CORPORATION 71 49.02 $ 3,637.65 233326107 DST SYSTEMS INC. 105 54.13 $ 5,762.40 237194105 DARDEN RESTAURANTS INC COM 175 51.85 $87.50 $ 8,904.88 252710102 DIAMOND OFFSHORE DRILLING INC 100 66.76 $ 6,291.00 260480FR4 DOVER TWP PA SWR AUTH 3.55% 11/01/2013 20000 102.57$ $149.89 $ 20,528.00 26884L109 EQT CORP 124 57.55 ~ $ 6,858.44 291011104 EMERSON ELECTRIC COMPANY 141 47.93 $ 6,335.13 294429105 EQUIFAX INC, 150 47.3 $ 7,291.50 307000109 FAMILY DOLLAR STORES INC 186 66.7 $ 12,711.24 34354P105 FLOWSERVE CORP 50 115.8 $ 5,504.25 347685KC2 FORT LE BOEUF PA SCH DIST 2.25% 03/01/20 25000 103.402 $212.50 $ 25,765.25 365558105 GARDNER DENVER INC ~ 183 48.23 $ 8,826.09 369550108 GENERAL DYNAMICS CORP 25 63.47 $12.75 $ 1,603.56 376302FD2 GIRARD PA SCH DIST DTD 10/29/2009 CALLAF 50000 103.046 $236.81 $ 51,413.50 397296FY5 GREENWOOD PA SCH DIST DTD 08/01/2006 C 20000 100.237 $137.78 $ 20,049.20 401617105 GUESS? INC 150 30.43 $ 4, 030.50 405024100 HAEMONETICS CORP MASS 60 72.64 $ 4,428.30 423452101 HELMERICH & PAYNE INC 141 48.05 $ 6,108.12 423725KD1 HEMPFIELD PA AREA SCH DIST WESTMOREL 30000 106.85 $406.67 $ 32,048.70 42809H107 HESS CORP 75 48.18 $ 3,270.00 438516106 HONEYWELL INTL INC 176 58.39 $ 9,573.52 440452100 HORMEL FOODS CORP 318 28.22 $ 9,086.85 458140100 INTEL CORP 300 25.76 $ 7,576.50 466032109 J & J SNACK FOODS CORP 150 58.9 $ 8,512.50 478160104 JOHNSON & JOHNSON 130 69.45 $ 8,891.35 478366107 JOHNSON CONTROLS INC 159 24.71 $ 4,351.12 494368103 KIMBERLY CLARK CORP 106 87.93 ~ $ 9,084.20 500255104 KOHLS CORP 100 49.81 $ 4,862.50 505408409 LABORATORY CORP OF AMERICA 71 84.95 $ 6,599.10 522858EE5 LEBANON PA AUTH SWR DTD 12/08/2011 1.5°i 40000 102.425 $53.33 $ 40,842.00 553777103 MTS SYSTEMS CORP 130 42.88 $ 5,083.65 57636Q104 MASTERCARD INCA 25 441.15 $7.50 $ 10,875.88 577128101 MATTHEWS INTERNATIONAL CORP 200 29.32 $ 6,335.00 577933104 MAXIMUS INC 150 50.82 $ 7,841.25 579780206 MCCORMICK & CO INC 141 61.37 $43.71 $ 8,507.94 580645109 MCGRAW-HILL COS INC COMPANIES INC 71 46.94 $ 3,335.40 581291 DU2 MCKEAN CNTY PA SER A DTD 10/15/2007 CAL 20000 100.869 $154.11 $ 20,195.00 58933Y105 MERCK & CO INC (NEW) 200 44.48 $ 8,753.25 595017104 MICROCHIP TECHNOLOGY INC 210 33.36 $ 6,612.90 619450103 MOSAIC COMPANY 100 58.35 $ 5,784.50 65339F101 NEXTERA ENERGY INC 100 71.42 $ 6,965.00 655663102 NORDSON CORP 168 51.6 $ 8,575.56 655844108 NORFOLK SOUTHERN CORP 125 74.18 $ 9,201.88 674599105 OCCIDENTAL PETROLEUM CORP 71 89.23 $ 6,058.79 690732102 OWENS & MINOR INC 177 28.3 $ 5,379.92 691790BA6 OXFORD PA SWR AUTH 3.75% 09/01/2012 50000 100.264 $708.33 $ 50,137.00 700416209 PARK ELECTROCHEMICAL CORP 212 27.41 $21.20 $ 5,580.90 ?03395103 PATTERSON COS INC 176 35.08 $24.64 $ 6,076.40 704326107 PAYCHEX INC 250 32.88 $ 8,062.50 713448108 PEPSICO INC 115 72.75 $ 8,073.58 717893W0 PHILADELPHIA PA WTR & WASTEWTR 3% 081 25000 107.741 $345.83 $ 26,810.75 718546104 PHILLIPS 66 44 37.65 $ 1,598.52 741479109 PRICE T ROWE GROWTH STK FD I 490.356 36.38 $ 17,544.94 747277101 QLOGIC CORPORATION 300 11.86 $ 3,748.65 747316107 QUAKER CHEMICAL CORP 118 41.73 $28.91 $ 5,157.78 747525103 QUALCOMM INC 100 59.15 $ 5,421.00 754730109 RAYMOND JAMES FINL INC 221 34.15 $ 7,510.69 76009N100 RENT-A-CENTER INC 153 36.18 $24.48 $ 5,108.67 806407102 SCHEIN HENRY INC 106 76.8 $ 8,220.83 817257100 SENSIENT TECHNOLOGIES CORP 176' 35.63 $ 6,382.64 826552101 SIGMA ALDRICH CORP 125 69.59 $ 8,846.88 832696405 JM SMUCKER CO/THE-NEW 87 77.24 $ 6,642.02 833551104 SNYDERS-LANCE INC COM 150 23.45 $ 3,595.50 84265V105 SOUTHERN COPPER CORP 143 32.09 $ 4,513.08 851600QH2 SPRINGFIELD TWP PA SCH DIST DTD 05/13/2 50000 105.289 $241.11 $ 52,599.00 854231107 STANDEX INTERNATIONAL CORP 220 43.15 $ 10,074.90 859152100 STERIS CORP 170 30.47 $ 5,378.81 87162H103 SYNTEL INC 179 59.23 $ 10,578.01 871829107 SYSCO CORP 872540109 TJX COS INC 878377100 TECHNE CORP 879369106 TELEFLEX INC 883556102 THERMO FISHER SCIENTIFIC INC 886423102 TIDEWATER INC. 88706M103 TIM NORTON'S INC 891906109 TOTAL SYSTEM SERVICES INC 90337L108 US PHYSICAL THERAPY INC 905811 DZ5 UNION CITY PA SCH DIST 2.8% 01/15/2017-20' 911163103 UNITED NATURAL FOODS INC 911312106 UNITED PARCEL SVC INC CL B 918204108 VF CORP 92046N102 VALUECLICK INC 922031836 VANGUARD SHORT-TERM INVESTMENT-GRAI 949746101 WELLS FARGO & CO NEW 961765104 WESTWOOD HOLDINGS GROUP INC. 969904101 WILLIAMS-SONOMA INC 978097103 WOLVERINE WORLD WIDE IN.C. 981475106 WORLD FUEL SERVICES CORP 983919101 XILINX INC 616962105 BUNGE LTD 200 29.35 $54.00 $ 5,774.00 210 44.9 $ 9,478.35 71 72.75 $ 5,269.98 115 61.5 $ 7,121.38 106 56.06 $ 5,499.65 109 49.79 $ 5,220.01 141 53.24 $ 7, 318.61 300 23.74 $ 7,034.91 200 26.04 $ 5,257.00 50000 103.011 $7.78 $ 51,432.50 141 54.68 $ 7,678.16 53 76.23 $ 4,183.29 47 150.25 $ 6,590.81 450 16 $ 7,209.00 1862.2 10.81 $21.42 $ 20,093.11 200 33.96 $ 6,785.00 150 37.01 $ 5,586.74 150 35.33 $ 5,202.00 200 44.74 $24.00 $ 8,477.00 194 41.03 $ 7,635.84 200 32.62 $ 6,213.94 100 66.43 $ 6,176.00 Total Value: ~ $ 1,366,816.15 Total Accrual: $4,269.93 Total: $1,371,086.08 ,~ McNees Linda M. Eshelman, Pa. C.P. Estate Paralegal Direct Dial: 717.237.5210 Direct Fax: 717.260.1640 lshelman@mwn.com November 26, 2012 Cumberland County Register of Wills Cumberland County Courthouse 1 Courthouse Square Carlisle, PA 17013 RE: ESTATE OF CHARLES W. TURNER Cumberland County File No. 2012-00860 PA Dept. of Revenue No.: 21-12-0860 Our File: 32443-0001 Ladies and Gentlemen: VIA CERTIFIED MAIL Enclosed for filing in the above-referenced estate are the following documents: ^ PA Inheritance Tax Return (2 originals) -The Return shows a refund due of $3,142.37. ^ Inventory (1 original) Also, enclosed is a check for your $30 filing fee. Please date-stamp the copies enclosed and return to us in the stamped envelope provided. Thank you. ,~ Yours truly, _.-! , /' ~~~ t~+~a M. Eshelman, Pa. C.P. `,.Estate Parale al 9 LM E/Ime Enclosures cc: Carolyn T. Benedict (via a-mail) Ann Turner (via a-mail) www.mwn.com .a ~ - - ~. _ ~ ~._~ ~ o ~ :~ ~, ~~ ~~~ ~, ~ m ~~ c- ~ _ ~ ~ c= ~ ~~ ~ ~ ~, - ~> s ~ J ~r,w~y ff A * 4..», a ~ ~^'Y ~lJ _3 w..R' ~0.~..,~ ^ym~ .i7i 1 ~> t ~_ ~ ~~ _ Y..i ~~ ~\~~' ~ J 4~ ~....,. ~~ ~~ ~.a ~ ^a,.s ~ 4r.~ .. ~ ~~~ w ~ {~~ ~ ~t Q • .. ~i; 5, l° M i d a ~ ~ ~~4 t ~' ~ 1~ ~ ~. ~ ~~ t~!3 ~~ ~ ~ cy f, 4 (y; r- ` c~ d. ~ ~ ~ ~ c- C1~ ~- N tj N~,~~ •.-'1 '. a ~'~ '. ,~ .,. ;y. r ~ ..~ • ~~ ~„- ~ ~ ~e aa~a~se~~uo~ I~~W ~tluai.-d N ti .~ ro ti •o - •••-- ^^ i ~ •.^--- ~ _ ~ ._-_ ~ r--- a /}O •~_ Y .~~ W .~~ Y r- N J ' J ~ V p L Z Z~ a v~ V L . ~ ~~ ~~ ~ ~L ~ ~ _ 0 m 0 ~. ,~ .~ H N U ~• L RE~ORDE~ ~~~~~E t~~ RE~~~TER ~F ~.~.~ ~i~~~ IMU ~~ ~~ 1t~ .i~ ciER~ ~~ f~RPHANS' CURT CU#~B~R~AN~ ~~~r ~~ ~ _.... w O ~ ~ W x W O~ w Ud _~ mod. Z ~ ~ M O ~ ~ _ (~ U '~ r• =Q - . Q~ ~~ - ~ ~~ ~ ~ ~ rR+' ~ / ] ~Y, _ ^ ~ w W~ ~ O ~ U a W _ U d 3 0 0 0 ~ ~c® =a ~ ~.6' ~z