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HomeMy WebLinkAbout11-14-12- I 1505611185 REV-1500 EX (02-11) (FI) OFFICIAL USE ONLY PA Department of Revenue County Code Year File Number Bureau of Individual Taxes Po Box 2sosol INHERITANCE TAX RETURN ~ ~ /~ Harrisburg, PA 17128-0601 RESIDENT DECEDENT ENTER DECEDENT INFORMATION BELOW Social Security Number Date of Death MMDDYYYY Date of Birth MMDDYYYY 405-38-5533 Decedent's Last Name 021,3201,2 06241928 Suffix Decedent's First Name GROUSE (If Applicable) Enter Surviving Spouse's Information Below Spouse's Last Name Suffix GROUSE Spouse's Social Security Number 203-20-8771 FILL IN APPROPRIATE BOXES BELOW ® 1. Original Return ^ 4. Limited Estate a 6. Decedent Died Testate (Attach Copy of Will) ^ 9. Litigation Proceeds Received ALICE Spouse's First Name WILLIAM THIS RETURN MUST BE FILED IN DUPLICATE WITH THE REGISTER OF WILLS MI ~1 MI E ^ 2. Supplemental Return ^ 3. Remainder Return (Date of Death ^ 4a F t I t t C ^ Prior to 12-13-82) . u ure n eres ompromise (date of 5. Federal Estate Tax Return Required death after 12-12-82) 7 D d 0 . ece ent Maintained a Living Trust 8. Total Number of Safe Deposit Boxes (Attach Copy of Trust.} ^ 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 FRED BACHMAN, TAX OFFICER ?1,7-291,-266 First Line of Address FULTON BANK, NA Second Line of Address P • 0 • BOX 321,5 City or Post Office LANCASTER State ZIP Code PA 176043215 ~-- REGISTER OF 1~pi~l~~`:USE ONLY ~. _. J -f~ :-~ i _.:_ ___, -~ -,, _ ~ r.... ~.. r~~ _. - - ;~ - _ :::~ _. r~-~s ?-;; . , ~ DATE FILED Correspondent'se-maitaddress: FBACHMANa7i FULTONFINANCIALADVISORS - COM 4~--- -; ;-~~ . ~. 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. SIGNATURE OF PERSON RESPONSIBLE~~~R F LING RETURN ~ ~ DATE WILLIAM E GROUSE : UJ~_~~~t.~ ~°.. C`~'~'yJ.~ I f '' ?' 02~~~' ADDRESS 5225 WILSON LANE, APT 3126 CUMBERLAND, PA ],7055 SIGNATURE OF PREPARER OTHER THAN REPRESENTATIVE PAID PREPARER FULTON BANK, NA BY ~ ,.:~~ -~c~~,~y~~~gL ~J~. G `~~ ~ 11/5/2012 ADDRESS P•0• BOX 3215 LANCASTER, PA 17604-32],5 PLEASE USE ORIGINAL FORM ONLY Side 1 150561,1185 OM46473.000 1505611185 J J 1505611285 REV-1500 EX (FI) Decedent's Social Security Number 405-38-5533 Decedents Name: C R O U S E A L I C ~`'~ 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 0 • 0 0 5. Cash, Bank Deposits and Miscellaneous Personal Property (Schedule E) 5. 4 4 , 7 6 7.3 7 6. Jointly Owned Property (Schedule F) ~ Separate Billing Requested 6. 0 • 0 0 7. Inter-Vivos Transfers & Miscellaneous Non-Probate Property (Schedule G) ~ Separate Billing Requested 7. 4 8 3 , 2 3 5.18 8. Total Gross Assets (total Lines 1 through 7) $ 5 2 8 , 0 0 2.5 5 9. Funeral Expenses and Administrative Costs (Schedule H). g, 1, 5 , 5 8 2.9 4 10. Debts of Decedent, Mortgage Liabilities, and Liens (Schedule I) 10 1, 5 8 •6 9 11. Total Deductions (total Lines 9 and 10) , 11 1, 5 , 7 41.6 3 12. Net Value of Estate (Line 8 minus Line 11) 12. 512 , 2 6 0.9 2 13. Charitable and Governmental Bequests/Sec 9113 Trusts for which an election to tax has not been made (Schedule J) , , 13. 4 6 2 , 7 9 7.01, 14. Net Value Subject to Tax (Line 12 minus Line 13) , 14. 4 9 , 4 6 3.9 ], TAX CALCULATION -SEE INSTRUCTIONS FOR APPLICABLE RATES 15. Amount of Line 14 taxable at the spousal tax rate, or transfers un~er Sec. 9116 (a)(1.2)x.o_ 49, 463.91, 15. 0.00 16. Amount of Line 14 t xable 4 ~ at lineal rate X 0 . 0 . 0 0 16. 0.0 0 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 155611285 Side 2 1505611285 0.00 -I OM4648 3.000 REV-1500 EX (FI) Page 3 Decedent's Complete AddrPSC• File Number DECEDENTS NAME GROUSE ALICE (~ STREET ADDRESS 0 A APT 6 CITY STATE ZIP CUMBERLAND PA 1,7055- Tax Payments and Credits: 1. Tax Due (Page 2, Line 19) 2. Credits/Payments A. Prior Payments ~ . ~ ~ B. DiSmi int u • u u 3. Interest (1) 0.00 Total Credits (A + B) (2) 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. ~•~~ (3) 0.00 (4) 0.00 5. If Line 1 + Line 3 is greater than Line 2, enter the difference. This is the TAX DUE. (5) 0 • ~ ~ 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? . ^ a 3. Did decedent own an "in trust for" or payable-upon-death bank account or security at his or her death? ^ 0 4. Did decedent own an individual retirement account, annuity, or other non-probate property which , contains a beneficiary designation? ® ^ 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. §91 16 (a) (1.1) (i)J. For dates of death on or after Jan. 1, 1995, the tax rate imposed on the net value of transfers to or for the use of the surviving spouse is 0 percent [72 P.S. §9116 (a) (1.1) (ii)]. The statute does not exempt a transfer to a surviving spouse from tax, and the statutory requirements for disclosure of assets and filing a tax return are still applicable even if the surviving spouse is the only beneficiary. For dates of death on or after July 1, 2000: • The tax rate imposed on the net value of transfers from a deceased child 21 years of age or younger at death to or for the use of a natural parent, an adoptive parent or a stepparent of the child is 0 percent [72 P.S. §9116(a)(1.2)]. • The tax rate imposed on the net value of transfers to or for the use of the decedent's lineal beneficiaries is 4.5 percent, except as noted in [72 P.S. §9116(a)(1)J. • 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)J. A sibling is defined, under Section 9102, as an individual who has at least one parent in common with the decedent, whether by blood or adoption. OM4671 2.000 REV-1508 EX+ (11-10) pennsylvania SCHEDULE E DEPARTMEMOF REVENUE CASH, BANK DEPOSITS, & MISC. RESEDEhI'T DECEDENT~RN PERSONAL PROPERTY t5 i A ~ t Ut-: FILE NUMBER: Alice M. Crouse Include the proceeds of litigation and the date the proceeds were received by the estate. All property jointly owned with right of survivorship must be disclosed on Schedule F. ITEM VALUE AT DATE NUMBER DESCRIPTION OF DEATH 1. PSECU (S4) Checking Account 20,530.29 Interest accrued to 2/13/2012 0.73 2 PSECU (S7) Money Market 15,655.54 Interest accrued to 2/13/2012 1.67 3 PSECU (Sl) Savings Account 91.67 Interest accrued to 2/13/2012 0.01 See Copy of PSECU Bank Statement with Amounts Adjusted to Date of Death 4 Bethany Village 5,602.52 Refund of Overpayment 5 Genworth Financial Long Term Care Insurance 2,660.00 Refund of Unearned Premium 6 State Employees' Retirement System Prorated Payout TOTAL (Also enter on line 5, Recapitulation) $ OW46AD 2.000 If more space is needed, use additional sheets of paper of the same size. 224.94 44,767.37 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 Alice M. Crouse 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 INCLLOETFEWWIEOFTFET}WJSFEREE,TFEIRRELATIONSMPTODECEDENfAt~D Tl-E C~4TEOFiRMfiFEf2 ATfAgiACOPY OF TFf DEED FOR REAL ESTATE. DATE OF DEATH VALUE OF ASSET %OFDECD'S INTEREST EXCLUSION IF APPLICABLE TAXABLE VALUE ~• Alice M Crouse Trust Under Agreement dated January 11, 2008 with Alice M Crouse and William E Crouse as Trustee. See Copyvf Trus t Document . Asset are Listed Below Items 1 Through 7. 56,177.35 Shares Federated Gov't Obli M[~' #395 CUSIP: 60934N807 56,177.35 100.0000 0.00 56,177.35 2 23,267.703 Shares Federated Total Return Sers Totl Ret Instl Mutual Fund (As Quoted By Nasdaq) CUSIP: 31428Q101 265,484.49 100.0000 0.00 265,484.49 Dividend accrued on 2/13/2012 357.37 100.0000 357.37 3 10,598.796 Shares Pimco Fds Pac Invt Mgmt Ser Total Retrn Pt Mutual Fund (As Quoted By Nasdaq) CUSIP: 693390700 117,752.62 100.0000 0.00 117,752.62 Dividend accrued on 2/13/2012 136.61 100.0000 136.61 4 PSECU Certificate of Deposit #50 6,121.31 100.0000 0.00 6,121.31 Interest accrued to 2/13/2012 3.03 100.0000 3.03 5 PSECU Certificate of Deposit #54 13,593.39 100.0000 0.00 13,593.39 Interest accrued to 2/13/2012 12.67 100.0000 12.67 6 PSECU Certificate of Deposit #55 5,637.32 100.0000 0.00 5,637.32 Interest accrued to 2/13/2012 3.97 100.0000 3,97 7 PSECU Certificate of Deposit #57 17,926.94 100.0000 0.00 17,926.94 Interest accrued to 2/13/2012 28.11 100.0000 28.11 TOTAL (Also enter on line 7, Recapitulation) $ 483,235.18 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 RESIDErIT DECEDENT SCHEDULE H FUNERAL EXPENSES AND ADMINISTRATIVE COSTS Alice M. Crouse Decedent's debts must be reported on Schedule I. ITEM NUMBER DESCRIPTION AMOUNT A. FUNERAL EXPENSES: 1. Myers Buhrig Funeral Home Crematory Funeral Expense 10,580.00 B. ADMINISTRATIVE COSTS: 1. Personal Representative Commissions: Name(s) of Personal Representative(s) William E Crouse Street Address 5225 Wilson Lane, A t 3126 City Cumberland State PA ZIP 17055 Year(s) Commission Paid: 2. Attorney Fees: 3. Family Exemption: (If decedent's address is not the same as claimant's, attach explanation.) Claimant Street Address 4. 5. 6. 7. 1 2 City State ZIP Relationship of Claimant to Decedent Probate Fees: Accountant Fees: Tax Return Preparer Fees: EVP Systems, Inc Asset Valuation Fee Fulton Bank, NA Estate Administration Fee 2.94 5,000.00 TOTAL (Also enter on Line 9, Recapitulation) ~ $ 15 , 582 94 9W46AG 2.000 If more space is needed, use additional sheets of paper of the same size. REV-1512 EX+ (12-08) pennsylvania SCHEDULE DEPARTMENTOF REVENUE DEBTS OF DECEDENT, INHERITANCE TAX RETURN MORTGAGE LIABILITIES & LIENS RESIDENT oECEOErvr ESTATE OF FILE NUMBER Alice M. Crouse Report debts incurred by the decedent prior to death that remained unpaid at the date of death, including unreimbursed medical expenses. 8W46AH 2.000 If more space is needed, insert additional sheets of the same size. REV-1513 EX+ (01-10) pennsyfvania DEPAKTMENTOF REVENUE INHERITANCE TAX RETURN RESIDENT DECEDENT SCHEDULE J BENEFICIARIES ESTATE OF: FILE NUMBER: Alice M. Crouse 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).j 1. Alice M Crouse TR UA Life Estate Per Article Nine, Family Trust FBO Surviving Spouse Trust 49,463.91 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• See Attached 1 TOTAL OF PART II -ENTER TOTAL NON-TAXABLE DISTRIBUTIONS ON LINE 13 OF REV-1500 COVER SHEET. $ 4 62 7 97 . O 1 It more space is needed, use additional sheets of paper of the same size. 9W46AI 2.000 Estate of: Alice M. Crouse Schedule J Part 2B (Page 1) I tem No. Description 1 Alice M Crouse TR UA Remainder Estate Per Article Ten, Charitable Trust FBO Six Separate Qualified Charities Amount Payable to Various Charities 462,797.01 REV-1514 EX+ (4-09) Pennsylvania D~ARTMENi OF REVENUE Bureau of Individual Taxes PO Box 280601 Harrisburg PA 17128-06 0 1 SCHEDULE K LIFE ESTATE, ANNUITY & TERM CERTAIN (CHECK BOX 4 ON REV-1500 COVER SHEET) ESTATE OF Alice M. Crouse FILE NUMBER 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. ^ Witl X^ Intervivos Deed of Trust ^ Other NAME OF LIFE TENANT DATE OF BIRTH NEAREST AGE AT TERM OF YEARS n w T~ n~ 1"1C A Tl l VHS G Vr LJGH11"1 I . IFF ESTATE IS PAYARLE William E Crouse 04/22/1930 82 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 appropriate table . . . . . . .. . . . .. . . . . . . . Interest table rate - ^ 3.5% ^ 6% ^ 10% a Variable Rate 1.40000% 512,260.92 0.09656 3. Value of life estate (L~ne 1 multiplied by Line 2) $ 4 9 , 4 63.91 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 $ 0.00 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. AdjustmentFactor(Seeinstructions.),,,,,, 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 through 18 of the return. If more space is needed, use additional sheets of the same size. 8W46AJ 1.010 ~-I Z Fb~-(~-f o ~ Z s~ X141 ~' wail ~I~ ,2~,31~~- T~~S LAST WILL prepared for ALICE M. CR4USE James Smith Dietterick & Connelly LLP I34 Sipe Avenue, Hummelstown, PA 17036 Phone: (717) 533-32$0 Fax: (717) 533-7771 jsdinfo@jsdc.caro Mailing Address: P.Q. Box 650, Hershey, PA 17033 '~-1 "~~~~ . C~ -~-.~~ ~: ~ ..~. ,. ...~.. ~: ~. ®JAmcs Smith Dktterick & Connelty LLP All Rights Rcstrved Last Will of :~ .. f„~ ALICE M. CR4USE ~~ ~~ ..- Table of Contents Article One -Introductory Provisions Article Two -Appointment of My Personal Representatives Article Three -Disposition of My Property Article Four -Death Taxes Article Five -General Provisions ~.1 Last Will ~ . ~ ~~~~ . ~ ., :, of ALICE M. GROUSE I, ALICE M. GROUSE, the Testatrix, a resident of Cumberland County, Pennsylvania, declare that this is my Last Will. I hereby revoke all my previous wills and codicils. Article One Yntroductory Provisions Section 1. Marital Status I am currently married to WILLIAM E. GROUSE, and all references to my Spouse in this will are to WILLIAM E. GROUSE. Section 2. Children I have no children. Article 'Iwo Appointment of My Personal Representatives ~ " Section 1. Nomination of My Personal Representatives I appoint the following to be my Personal Representatives in the order of priority in which their 11AYY1P.C A71f1PAT• ~~___~ .-rr...... WILLIAM E. GROUSE; THEN FULTON FINANCIAL ADVISORS, N.A. If, for any reason, the Personal Representatives named above are unable or unwilling to serve, the next successor Personal Representatives shall serve in the order of priority listed until the list has been exhausted. Unless otherwise specif ed, if Co-Personal Representatives are serving, the next named successor Personal Representative shall serve only after all of the Co-Personal Representatives cease to act as Personal Representatives. Section 2. Waiver of Bond No bond or undertaking shall be required of any Personal Representative nominated in this Last Will. Section 3. General Powers My Personal Representative shall have full authority to administer my estate under the laws of the Commonwealth of Pennsylvania relating to the powers of fiduciaries. My Personal Representative shall have the power to administer my estate under the Pennsylvania Probate, Estates and Fiduciaries Code. Article Three ., Disposition of My Property Section 1. Estate Planning Letter or Memorandum To the extent permitted by state law and not necessary to fully utilize my Unused Applicable Credit Equivalent, my Personal Representative shall distnbute such of my personal or household items to such persons as I may direct by a written instrument signed by me and delivered to my Personal Representative. Section 2. Distribution to My Revocable Living Trust I give all the rest, residue and remainder of my property of whatever nature and kind and wherever located to the then acting Trustees of my revocable living trust of which I am a Trustor known as the: ALICE M. GROUSE LIVING TRUST, dated I executed said revocable Iiving trust prior to the execution of this Last Will. Section 3. Alternate Disposition If my revocable living trust is not in effect for any reason, I give all of my property to my Personal Representative under this will as Trustee who shall hold, administer and distribute my property as a testamentary trust the provisions of which are identical to those of my revocable living trust on the date of execution of this Last Will, or as thereafter amended. Article Four . ,. Death Taxes ~ ~ ~ ~` ~,, ~ . .~~ Section 1. Def nition of Death Taxes ?'he te,-i,~, nde»t}; taxev,'t as used iii tbu; viii, shah mean all inheritance, estate, succession, and other similar taxes that are payable by any person on account of that person's interest in the estate of the decedent or by reason of the decedent's death, including penalties and interest, but excluding the following: a. Any additional to the federal estate tax for any "excess retirement accumulation" under Internal Revenue Code Section 4980A. b. Any additional tax that may be assessed under Intemai Revenue Code Section 2032A or 2057; and c. Any federal or state tax imposed on a Generation Skipping Transfer, as that term is defined in the federal lax Iaws, unless the applicable tax statutes provide that the Generation Skipping Transfer Tax is payable directly out of the assets of my gross estate. Section 2. Payment of Death Taxes Pursuant to the terms of my revocable living trust, all death taxes whether or not attributable to property inventoried in my probate estate shall be paid by the Trustee from my Trust. However, if my Trust does not exist at the time of my death or if the assets of my Trust are insufficient to pay the death taxes in full, I direct my Personal Representative to pay any death taxes that cannot be paid by my Trustee from the assets of my probate estate by equitably prorating and apportioning those taxes among the beneficiaries of this will. Unless specifically provided otherwise in my Trust, all death taxes incurred by reason of assets being transferred outside of my Trust or probate estate shall be assessed against those persons receiving such property. Article Five General Provisions Section I. No Contest Clause If any person or entity singularly or in conjunction with any other person or entity, directly or indirectly, contests in any court the validity of this Last Will including any codicils thereto, then the right of that person or entity to take any interest in my estate shall cease and the demise of that person {and his or her descendants} or entity shall be deemed to have occurred prior to mine. Section 2. Captions The captions of Articles, Sections and Paragraphs used in this Last Will are for convenience of reference only and shall have no significance in the construction or interpretation of this Last Will. Section 3. Severability Should any of the provisions of this Last Will be for any reason declared invalid, such invalidity shall not affect any of the other provisions of this will and all invalid provisions shall be wholly disregarded in interpreting this Last Will. Section 4. Governing I.aw This Last Will shall be construed, regulated and governed by and in accordance with the laws of the Commonwealth of Pennsylvania. I signed this, my Last Will, on ALICE M. GROUSE ... .~ r'. ~~'~~ i ,~~- ~ A'I'1'ESTATIOlit CLAUSE w On this ALICE M. GROUSE, Testatrix, personally Published and Declared the foregoing instrument, as and for her Last Will and Testament, in the presence of each of us and all of us together, who, at her request, in her presence, and in the presence of each other, also signed the said instrument as witnesses. We further state that each of us believes that at the time she executed the foregoing instrument she was of sound mind and memory, of lawful age, and did so execute it as her own free act and deed and not under the constraint or undue influence of any person. Witness Street Address ~ City, State, Zip Witness Street Address City, State, Zip Ct)MMONWEALTH OF PENNSYLVANIA COUNTY OF DAUPHIN We, ALICE M. GROUSE. ~.,a ~.~ the Testatrix and the witnesses, respectively, whose names are signed to the attached or foregoing instrument, being duly first sworn, do hereby declare to the undersigned authority that we were present and saw the Testatrix sign and execute the foregoing instrument as her Last Will; that the Testatrix signed it willingly, or directed another to sign it for the Testatrix, that it was executed as her free and voluntary act for the purposes therein expressed; that each subscribing witness in the presence and hearing of the Testatrix signed the Last Will as a witness; and that to the best of our knowledge the Testatrix was at the time of sound mind and memory, of lawful age, and under no constraint or undue influence. { ALICE M. GROUSE W1trleSS Witness SUBSCRIBED, SWORN TO and ACKNOWLEDGED before me, a notary public, by ALICE M. GROUSE, the Testatrix, and and the witnesses, on this . Notary Public #~ THE ALICE i1ri. CROiJSE L1Vii~G TRUST JAMES SM1Tf-~ DIETTERlCK & CONNEI~LY f3.0. 60X 65G HERSHEY, AENNSYLVAIVIA 17033 Telep~one: (7i?) 533-3260 Fax: (717) 533-77? i CopyragntC)201;7James Smith Dietterick & COr.nelly The A~iC~ 11~. CR~US~ ~.~~ing 'rust Table of Contents Article One Establishing My Trust ...............................................1.1 Section 1.01 Identifying lviy Trust .......................................................... 1-1 Section t .02 Reliance by Third Parties on Affidavit or Certification of Tn~st...... z 1 ...................................... ................................. .. i ~ Section 1.03 `T'ransferring Property to >`~y Trust .................. ..................... I -1 Section 1.0~ Powers I~esen-ed by Me as Trustor - Sectioii 1.05 Initial Trastees ............. ...................................................1 2 .... .. .... ................. 1-3 Section 1.05 Grantor Trust Status ............................................................... i -3 Article Two t<amily In#ormatian ..................................................... 2-1 Article Three Trustee Succession Provisions ................................ 3-1 Section 3.t3I Designation of a Trustee ........................................................ 3-1 Section 3.02 Trustee Succession Uuring My Li E'etime ........... ................... ~-1 Section 3.03 `I'rustec Succession Auer 1bI}' Death ...................................... ~-1 Section 3.04 ?Notice of~Rerno~~al and Appointment .................................... 3-2 Section 3.05 appointment of a Cotrustee .............................................. 3-3 Section 3.06 Corporate Fiduciaries ....................................................... 3-3 Section 3.07 Incapacity of a Trustee .......................................................... 3-3 Section 3.08 Appointment of Independent Special Trustee ........................ 3-3 Section 3.09 Rights and obligations o['Successor "I'rustoos ...................... 3-4 Article Four Administratiart of Nty Trust Dur'sng tVly Irtcapacity .... ............................................................... 4-1 Section 4.0 t Definition of 1~1y incapacity .................................................. ~- l Section 4.02 Determination of v!}' Incapat;ity .............................. ............. 4-1 Seotion 4.t~3 "i_'~ust t7lStTjbEttlpllS Dt1Cli1~ N;y Incapacit}~........... ....... 4-l Article Five Administration of My Trust Upon My Qeath ............ 5-'l Section 5.01 ivi~• 'Trust Shall I3ecorne lrre~•ocable...... 5-l Section S.0? Administrative 'I'rust ........................................................... S-1 Section S.U3 Payment of My 1lxpcnscs and Ta.XCS ................................. 5-1 Section 5.04 Restrictions on Certain Payments from Quali pied Retirement Plans .................................................................. ~-2 Seclian 5.05 Payment flf Death Taxes ....................................................... 3-2 Section S.Ob No Apportionment Between Current and Future Interests.. ......................._..................................... .............. ~-3 Section 5.07 Coordination u~itl: ~~1y Personal Representative .................... 5-3 Section 5.08 Authority to 1~lake 'Cox Elections ........................................ 5-~ Section 5.09 Payment of Charitable Bequests....... ..................................... S-S Article Six Disposition of Tangible Personal !'roperty ............. 6-'f Section 6.01 Distribution of Tangible Persona! Property b}~ ltilemorandum ......................................................................... 6-1 Section 6.02 Bistribution of Remaining Tangible Persona] Propert;~'......... b-I Section 6.03 Definition of Tangible Persona! Property .............................. 6-1 Section b.0~ Encumbrances and Incidental Expenses of Tangible Personal Property ................................................................... 6-2 Section 6.05 Residuary Distribution ........................................................... 6-2 Article Semen Creation of Trust Shares Upon lily Death ................ 7-1 Section 7.01 Ditirision of 1~1y Trust (Ivo Federal Estate Tax} ...................... 7-i Section 7.02 Di~~ision of ~Iy Tncst (l:ederal Estate 1'ax Exists) ................. 7-2 Sectia« 7.03 Disposition of Property Upon Disclaimer by :vly Husband ................................................................................. 7-3 Article Eight The Survivor's Trust .................................................. 8-1 Section $.Ol Distribution of Income ........................................................ 8-1 Section $.OZ Distributions of Principal ...................................................... $-1 Section 8.03 Unproductive Property ........................................................... 8-1 Section 8.0=I General Power of appointment ............................................ 8-1 Section 8.Os Termination of the Survi~jor's Trust at the Death of''V(y Husband ................................................................................. 8-1 Article Nine The Family Trust ..................................................,..... 9-1 Soction 9.OI ramil~~ Trust BeneGciar<< ....................................................... 9-l r Section 9.02 Iistribution of Income and Principal ..................................... 9- l Sectior: 9.03 Guidelines to Iviy 'I'rus?ec ....................................................... 9-I Scctior. {).0~ Effect of l~iy I-Iusband's Remarriage on Family "trust Distributions ................................ ........ .......................... 9- Scctior; 9.0~ "i`crmina[ion oi~ the ;=amily~ Trust... ..................................... 9-2 Article Ten Distribution to Charity.... ......................................... 10-1 Article Eleven Remote Contingent Distribution ............................. 11-1 Article Twelve Administration of Trusts for Underage and Incapacitated Beneficiaries .................,...................12-1 Section 12.0 l Distributions for Underage and Incapacitated Benef2ciaries ......................................................................1?-1 Section 12.02 Methods of Distribution .......................................................12-1 Section l x.03 Special Needs Trust ......................................................... 12-2 Section 12.04 application of articlc ..........................................................12-6 Article Thirteen Retirement Plants anti Life Insurance Policies ......13-1 Section 13.Q1 Retirement Plans ..................................................................13-1 Section 13.02 Life Insurance Policies .........................................................13-2 Section 13.03 Limitation on Liability of 1'ayor ..........................................13-3 Section 13.04 Collection 13fforts .................................................. ...............13-3 Section 13.45 AIo Qbligation to Purchase or Maintain Benefits ................. 13-3 Article Fourteen Trust Administration ............................................... 14-7 Section 1.01 Distributions to Beneficiaries .............................................. 14-1 Section I4.02 No Court Proceedings ....................................................... I4-1 Section 14.0"s loo Bond ........................................................ ............... ~ ~ ~ ~ ~ ~~ 14-1 Section 14.04 Exoneration of ply Trustee .................................................. 14-1 Section 14.05 Trustee Compensation ......................................................... 14-2 Section I4.OG Employment of Professionals ............................................. 1 ~-2 Section 14.07 Exercise of Testamentar}~ Power of Appointment............... i4-3 Section 14.0$ Determination of Principal and Income ............................... 14-3 Section l 4.09 Trust Accounting .......................................................... 1 ~-4 Section 14.10 Action of Trustees; Disclaimer ......................................... 14-5 SeClion 14.1 1 Delegation of "Trustee Authority; Power of Attorne}~ .......... l~l-5 Section 14. l 2 Additions to Separate Trusts ... . .... ....................... ..... 14-5 Section 14.13 Authority to'•14ergc or Sever Trusts . 1 ~-6 Section 14.14 Authority to Terminate Trusts ............................................ l4-b Section 14.15 Discretionary Distribution to Fully Utilize Basis Increase Upon Death of I3cneficiary ................................ 14-7 Section 14.1 U i4'Ier er of Co rate I'iduciar g ~ ~ ~ y ............................................ 14-7 Section 14.17 I3~;neficiary's Status ............................................................ 14-7 Section ! 4. ! 8 Discharge of Third Persons ................................................. 14-7 Section 14.19 CertiFcate by Z'rustee .............................. . ...................... 14-$ Section i 4.20 Funeral and Other F,xpenses of F3cneficiar~~ ...................... 14-$ Section 14.21 iVlarital Deduction Qualilicatia~i .......................................... l4-$ Article Fifteen My Trustee's Powers ............................................... 15-1 Section 15.1)1 Introduction to'I'rust4e's Nq~~ers .................................... 15-1 Section 15.()"? Execution of nocurnents by M~~ Z'n~stce ............................. 15-1 SCCt1Uil ~ J.~:~ investment Powers in General ....................................... ~- 1., i Section 15.()4 Banking Po~~-ers .............................................................. l 5-2 Section 15.05 Business Po~vers ............................................................... l5_2 Section ] 5.0G Contract Po«rcrs .................................................................. 15-5 Section l 5.07 Common Investments .................................................. 15-5 Section 1.08 Environmental Powers .......................... ......................... 15-5 Suction I S.U9 Famting and Ranching Qperations . 15-b Section 1 ~. l 0 Insurance Powers ........... ..................................... .... 1 ~-7 Section l .1 I Laans and Borrowing Po~vers .............................................. 15-7 Section 15.3 2 Nominee Po~vers ......................................................... ...... 15-8 Section 15.13 pil, Gas and llrlineral Interests ........................................... I5-$ E77 Section 15.14 Payment of Taxes and Expenses .......................................... 1 S-8 Section 15.15 Qualified Family Owned Business Interests Deduction ...... 1 S-8 Section 13.1 b Qualified Real Property Valuation ....................................... 15-4 Scction 15.17 Qualified Tuition Programs ................................................. 15-9 Section 15.18 Kcal Estate Powers .............................................................. . 15-9 Section 15.19 Residences and Tangible Personal Property ...................... 15-10 Section l 5.20 Retention and Abandonrneni of Trust Property ................. 15-I 0 Section 15.21 Securities, Brokerage and Margin Powers ......................... I~-1 I JCCLIUII l J.LL S~tTE~rIieni YowerS ........................................................... Section 15.23 Sub-Chapter S Corporation Stock Provisions .................... 15-1 I Section 15.24 Limitation on Niy Trustee's Powers .................................. 15-14 Article Sixteen Genera! Provisions .................................................. 1 fi-1 Scction 16,01 h4aximum Perm for Trusts ............................................. . l 6- l Section 16,02 .. S endthr:ft Provision ..... p ..................................... ................ . 16-I Section 16.0; Contest Provision ................................................................ . l 6-1 Scction 16.04 Survivorship Presumption .................................................... 16-i Section 16.05 Divorce or Annulment ........................... ........................ 16-2 .. - Section 16.06 ~ Changing the Situs of ~'administration .................................. l b-_ Section 16.07 Def nitions ...................................... , l b-2 Section 1 b.08 Genera! Provisions and Rules of Construction .................... 16-7 iv The ALICE i1A. CRC~U~E i~iving Tryst Article ane Establishing My 'Crust The elate of this trust agreemem is JA!~ 1 ~ _ ~ C$ `... The parties to this agreement arc ALICF. I~~[. CROt1Sb: (the "Truscor''~ and ALICE 1~1. CRt3t;SE and ~'~'ILLIA'•N F. GROUSE (collectively, the '`Trustee'°). Section 9.09 Identifying iviy Trust My trust rnav be referred to as the `ALICE M. GROUSE Living "trust dated JA~~ 1 i 2•~0$ or as '`ALICE lei. GROUSE and WiLLI!1M F.. GROUSE, Trustees of the ALICE M. CROt1SE Living Trust dated JA fi j 1 200 ,and any amendments thereto." For the purpose of transferring Property to my trust, or identifying my trust in any beneficiary or pa}~-on-death designation, any description referring to my trust shall be effective if it reasonably identifies my trust and indicates that the trust property is held in a fiduciary capacity. Section 1.d2 Reliance by Third Parties on Affidavit or Certification of Trust From tire` to time, third parties may require documentation to verify the existence of this agreement, or particular provisions of it, such as the name or names of rn}~ 'trustee yr the powers held b}r my "Trustee. To protect the confidentiality of this agreeitzent, my Trust(;e may use an affidavit or a certification of trust that identifes my Trustee ~,nd sets f'orih the authority of m;' i'rus:ce to transact business on behalf of my trust. The affidavit or oertiticatioi~ may include pertinent pages from thin agreement, such as title ar signature rages. A third party rt~~.y rely upon an aflida~°it or certification of trust that is signed by my "I'rustet: «lith respect to the representations contained in the affidavit or certification of trtisi. ~~ third party rel}°ing upon ~~n afliclavit or ccrtilicaiion of trust shalt bL exorieratcd from ary liabilit}' for actions the third party takes or fails to take in relianeu upon the represe~it~~tioils contained in thc~ affidavit or (:ertlficatioll Ot Ernst. :1 third part} dc;alit~g with my 'I'rustct shall nvt be required to inquire into the trans of this agreement or the authority of i~~y "1'rt:stee, or to sec t(~ the application that my ':'rustcc: makes of funds or other propcrt}r receiycd by my TrU5tCC. Sectior: 9.03 Transferring Property to My Trust Any person nr entity ma}~ transfer property of any kind, nature and descrsption to my trust in an}• manrcr authorized by Iatiy. (a) Initial Funding of Mll Trust By execution of this agreement, I transfer, convey and assign to my Trustee the trust propert;~• described on Schedule A, attached to this agreement. (b) Acceptance by iVty Trustee By execution of this agreement, my Trustee accepts and agrees to hold the trust property described on Schedule A. All prvpert}r transferred to my inict af~Pr thY+ rtatn of thie 4~trParvLUnf r-i girt }Zn ~nnar~4~~~n to mgr Trrrn~o`a ~~w• c~a ~v~ -aav VaM\~. ~~, ~,c;J Lab;4VJJL`Lll JJJ iaJL VV Nb4'brLGLVJt. LV JJJJ JiJL,J.a ILLr• My Trustee may refuse to accept any property. ivl}' Trustee shall hold, administer and dispose of all trust property accepted by my Trustee for my benefit and the benefit of my beneficiaries in accordance with the toms of this agreement. (c) Community Property Arty community property conveyed to my trust, including the income from such property and the proceeds from the sale of such property, shat! retain its character as community property during my life and the life of my husband to the same extent as if it had not been conveyed to my trust. Section 1.04 Powers Reserved by Me as Truster lluring my lifetime, I shall retain the powers set forth in this Section in addition to any powers that I reserve in other provisions of this agreement. (a) Action on Behalf of i111yr Trust During any period that I axr~ serving as a Trustee of my trust, I may act for and conduct hu>iness on behalf o#' ,n}~ trust «~ithout the consent of arty other "t'rust~e. (by Amendment, Restatement or Revocation I have the absolute right, at any time ;.and i~om ttme :o time, to amend: restate, or ret•oke anti- term or provision of this agrcc:mcnt in ~vholc or in part. :anti- amendment, restatement, or revocation must he in a ~~~rsttcn instnament signed by mc. (c) Addition or Removal of Trust Property 1 have :he absoltitc right, at any time and from time: to time, to add to the trust property artd to remove any property from my trust. (d) Control of Income and Principal Distributions i !lave rho absolute right to control the distribution cif income and principal from my Trust. i~1y 'Trustee shall distribute to me, or to such persons ar entities as [may direct, as much of the net incomt; and principal of the trust property as I deem advisable. 'viy Tnistce ma}~ distribute oust income and principal to me or far my unrestricted use and benefit, even to the exhaustion of alI trust property. Any undistributed income shall be added to the principal of my trust. 1-2 fie} Approval of Investment Decisions I have the absolute right to approtire my Trustee's investment decisions. My approval of investment decisions shall be binding an all other beneficiaries of this agreement. Section '1.05 Initial Trustees ~IJhcn tt~vo or more initial Trustees are serving under my trust, any initial 'Trustee may conduct business and act on behalf of my trust without the consent of any other Trustee, subject, ho«~ever, to those rights and powers set forth in Sec#ion 1.04 of Article (}re of my trust agreement which are reserved solely unto me. Section 't.06 Grantor Trust Status ley reserving the bread rights and powers set forth in 4 of this Article, I intend to qualify my trust as a "Grantor Trust" under Sections 67] to 677 of the Internal Revenue Code so that, for federal income tAx purposes, I «+ill be treated as the owner during my lifetime of all the assets held in my trust as though I held them in my individual capacity. During any period that my trust is a Grantor Toast, the taxpayer identification number of my trust Shall be my social security numb~:r, ~n accordance ti~vith 'Treasur;~ Regulation Section 301.E l a9- I (a)(2). 1-3 Article Two Family Information I am married to WII.L1A~ti1 E. C`RUUSF,. We ti~rere married nn February 1: i4~9. Any reference in this agreement to `'my husband" is a reference to ~~lILLiAM L. CRUCISF. ?-1 Article Three Trustee Succession Provisions Section 3.07 Resignation of a Trustee A Trustee may resign by giving notice to me. If I am deceased, a resigning Trustee shall give notice to the income beneficiaries of the trust and to an}' other Trustee then serving. Section 3.02 Trustee Succession During My Ufetime During my lifetime, this Section shall govern the removal and replacement of my "trustees. (a) Removal and Replacement by Me I may remove any Trustee with or without cause at arty time, if a Trustee is removed, resigns or cannot continue to serve for any reason, I may sense as sole 'T'rustee, appoint a Tn:stee to serve "pith me or appai~-t a successor Trustee. (b) During My Incapacity During any time that I am incapacitated, my husband shall serve as my Tn~stee. If my husband is unable to serve for any reason. FL'LTO?~ F~II`'ANCIf~L ADVISORS, ~1.A. shall serve as my successor Trustee. If` 1 am incapacitated, my husband, or if he is also incapacitated or deceased, a majority of the residuary beneficiaries may remove any 'T'rustee with ar without cause. If 1 am incapacitated and there is no named successor ~`rustee, my husband shall appoint ttn individual or corporate fiduciary to serve as my successor Trustee. If my husband is incapacitated or deceased, a majority of` the residuary be~t~°f ciaries shall appoint my successor 'T'rustee. All appointments, removals and revocations shall be b}~ signed written instrument. 1~iatice of removal 5h~i11 be delivered to the Trustee being remo~~ed and shall be ct~ccti~e in aeeordancc ti~•ith the }~rovisians of the notice. lviotice cal` appointment shall he delivered to and accepted by the successor 'T`rustee and shall bc~omc ef'feLti~°~ at that tinge. ,~ copS~ of the notice shall bc; attached to this agrccmc:nt. Section 3.03 Trustee Succession After My Death After my death, this Section shall govern the remo~-al and replacement of my Trustees. (a) Successor Trusters I appoint the following to sense as my successor "Trustee upon my death, in the order named, replacing any then sensing Trustee: ~~ ILLIAM E. CROL'SE; TI~IEN FUt: I'{~~ FINA~lCl11L ADVISORS, iv.A. 3-1 (b) Appointment of Successor Trustees by My Husband My husband may appoint the current or successor Trustees for any trust created under this agreement. He may amend or revoke any such appointment before the appointment becomes effective, but he may not do so after the appointment becomes effective, except as provided in subsection (c) of this Section 3.03. {c) removal of a Trustee ivy ~EUSband may remote a Trustee of any trust created under This agreement, with or without cause at any lime. If my husband is unable to act, a majority of the income benefciaries of any trust created under this agrcernent may remove a Trustee of the trust, with or without cause at any time. A "Trustee may be remoti~ed under this subsection only if, on or before the effective date of removal; the person ar persons having the right of removal appoints an individual or a corporate fiduciary that simultaneousl~r commences service as Trustee. The `Trustee so appointed may not be related or subordinate to the person or persons having the right of removal within the meaning of Section b72(c) of the Internal Revenue Code. "The right to remove a `trustee under this subsection shall not be domed to grant to the person holding that right any of the pavers of that 'i'rustec. If a beneficiary is a minor or is incapacitated, the parent or legal representative of the beneficiary may act on behalf of the beneficiary, (d) Default of Designation If the office of "Trustee al' a trust created under this agreement is vacant and no designated successor Trustee is able and v~•illing to act as "Trustee, my husband shall appoint an individual or corporate Iiduciar}• as successor 'l~rustee. If my husband is unable or unwilling to act, the primary benefciary of the trust shall appoint an inditi~idual or corporate liGUCiary ~i5 SuCCeSSUr 7`rustCC. ~1m~ hcncliciar~~ ma}° pattiin a court of carnpctcnt jurisdiction to appoint a successvr'T:ustce to fi~I any vacant}~ remaining unl~Ilcd alter a ;~criod of 3~ days. Isy making such appaintir:cnt, the court shall not thereh~' acquire anv jurisdiction over the trust, t~xcept to the extent rrcessary #'or making the appointment. If a beneficiary is a minor or is incapacitated, the parent ar legal representative of the beneficiary may act on beltalfof the b~nCficiary. Section 3.04 Notice of Removal and Appointment It'otice of removal shall be in ~}~riting and shall be delivered to the Trustee being removed, slang with any other `Trustees then sertfing. The notice of removal shall be effective in accordance ~{-ith its provisions. 3-2 Notice of appointment shall be in writing and shall be delivered to the successor Trustee and any other Trustees then serving. "1'he appointment shall become effective at-the time of acceptance by the successor Trustee. A copy of the notice shall be attached to this agreement. Section 3.05 Appointment of a Cotrustee Any individual Trustee may appoint an individual or a corporate fiduciary as a Cotrustee. A Cotrustee so named shall serve only as long as the Trustee who appointed such .. . ,. Lotrusiee scn-es (or, tr such iotrustcc was named by more than one --T-rustee acting together, by the last to serve of such Trustees), and such Cotrustec shall not become a successor "trustee upon the death, resignation, or incapacity of the Trustee v~fho appointed such Cotrustee, unless so appointed under the terms of this agreement Although such ~otrustee may exercise all the powers of the appointing Trustee, the combined powers of such Cotrustce and the appointing Trustc;c shall not exceed the povt~crs of the appointing Trusted alone. "i`hc Trustee appointing a Catrustee may revoke the appointment at any time ~~rith or without cause. Section 3.06 Corporate Fiduciaries Any corporate fiduciary• scn~ing under this agreement as a Trustee must be a bank, trust company, or public eharity that is qualifi~:d to act as a fiduciary under applicable federal and state law and that is not related or subordinate to any beneficiary within the meaning of Section 672(c) of the Internal Revenue Code. Such corporate fiduciary shall Have a combined capital and surplus of at least Fi#iy ;viillion Dollars; or 1Vlaintain in force a policy of insurance with policy limits of not less than fifty lvlillion »ollars covering the errors and omissions of my 'trustee with a solvent insurance carrier licensed to do business in the state iii which my Trustee has its corporate headquarters; or 1-Iavc at !cast fifty ~/lillion Dollars in assets under management Section 3.07 3ncapaGity at a Trustee ll' ~~ny individual Trustee becortcs lrl~al)aritated, it shall not be :accessary for the incapacitated "1'~•tistcc to resign tts '!~rt~1tc::_ l~or '1'rust::cs other than mc, a ufritton deciaratiaa of i~tcapac:ity by the Cotrustri, if any, or, if none; by the party designated to succeed the incapacitated Trustee, it' made in good faith and if supported by a ~~~itten opinion of incap1cit,• by a physician «~l:o has examined the incapacitated ~l'n~stec, «~iil terminate the trusteeship. Sectiar~ 3.08 Appointment of Independent Special Trustee If for any reason the Trustee of any trust created under this agreement is unwilling or unable to act with respect io any trust property or any provision of this agreement, the Tnlstec shall appoint, irti writing, a corporate fiduciary or an individual to serve as an Independent Spocial Tnstee as to such prvperty ar with respect to such provision. The lndrpcndent Special Trustee appointed shall not bz related or subordinate to any ~~ ~-~ beneficiary of the trust within the meaning of Section 672(c) of the Internal Revenue Code. An Independent Special Trustee shall exercise all fiduciary powers granted by this agreement unless expressly limited elsewhere in this agreement or by the Trustee in the instrument appointing the Independent Special Trustee. An Independent Special Trustee ma}~ resign at any time by delivering «~ritten notice of resignation to the Trustee. NoticL of resignation shall be effecti~•e in accordance ~i~ith the terms of the «oticc. Section 3.09 Rigt7ts and Obligations of Successor Trustees Each Successor Trustee serving under this agreement, whether corporate or individual, shall have all of the title, rights, powers and privileges granted to the initial "l'rustces named under this agreement. In addition, each succc;ssor Trustee shall be subject to all of the restrictions imposed upon, as well as all obligations and duties, both discretionary and ministerial, given to the initial Trustees named under this agreement. 3-~ Article Four Administrakion of My Trust During Niy Incapacity Section 4.09 Definition ofi Nty Incapacity I shall be considered incapacitated during any time that, because of age, illness, mental disorders, dependence on prescription medications or other substances, or any other cause, I am unable to effectively manage my propert}~ or financial at~airs. Section ~.iy2 Determination of My Incapacity Ivor purposes of this agreement, I am incapacitated if I am dc;termined to be sv under any one of the following subsections. (a) Determination by Physicians I shall be deemed incapacitated if in the opinion of two licensed physicians my then existing circumstances fall «-ithin the definition of incapacity as provided in Section ~.OI. I shall be deemed restored to ~:apac_ty if my personal or attending physician sisns a written opinion that 1 can manage my property and lnancial affairs. tia} Court Determination I shall be deemed incapacitated if a court of competent jurisdiction determines That l am legally incapacitated, incompetent, or oih~rwise unable to effectively manage my property or financial affairs. lc} Detention or Disappearance I shall be deemed incapacitated iF [cannot effectively manage my property or ~nancia[ atlairs due to my unexplained disappearance or absence for more t}tan 30 days, or if I gun detained under duress. ~~ly disappearance, absence, or detention under duress niay be established by an affidavit of m~• `I'rastec, or; if no 'Trustee is serving under this agreement, b}~ the al~fsda~-it aI~ any be=~cf~ciary .indcr this agreement. 'I~hc affidavit shz[l dcsc;ribc tho circumslanccs of m}• disapp~arancc, absence, or detention under d;iress. f~ third port}• dealing ~~•ith my 'I~rustce in hood faith ma:• always rely on the representations contained in the affida~~it. 1 shall be deemed restored to capacit} upon m}~ ti~Titt:',n notice to tl~e successor 'I~rustee that I can manage m}~ property and financial affairs. Section 4.03 Trust Distributions During Nty incapacity During any period of time that I fun incapacitated, rrly Trustee shall administer my trust and distribute its net income and principal as provided in this Section. ~-- (a) Distributions for My Benefit lviy Trustee shall regularly and conscientiously make appropriate distributions of trust income and principal for my general welfare and comfort under the circumstances existing at the time such distributions are made. Distributions under this subsection shall include payments for anti of my enforceable legal obligations. >vIy Trustee may also make distributions for the payment of insurance premiums for insurance policies o~v-ncd by me or by my trust, including but not limited to, life, medical, disability, property and casualty, errors and omissions and long-term health care insurance policies. VIy Trustee is authorized to honor pTcdges and continue to make gifts to charitable organizations that I have regularly supported in the amounts I have customarily given. 'I~lie examples included in this subsection are for purposes of illustration only and are not intended to limit the authorityf of my Trustec to make distributions for my benett that my ~1'rustee determines to be appropriate. (b) Manner of Making Distributions My Trustee may nlakc distributions fflr my bcnctit in any ono or more of the following ways: To me, but only to the extent I ain able to manage such distributions; 'I'o other persons and entities for my use and benefit; '>'o my agent or attornc}+-in-fact dt~thorized to act for me under a legally ~jaiid durable power of attornc~• executed by me pror to inv incapacity; "I~~ m}~ guardian or consen~utor who has assumed responsibility for me under any court order. decree or judgment issued by a court of competent iurisdiction. (c) pistributions for the Benefit of My Husband or Dependents N1y "I~rustL~ may distribute as tr~uch o1~ the: not income and principal of my trust as ms• Trustec deems necessary for the hoalth, education, maintenance or support of my husband. My 'T'rustee may also distribute as much of the net income acid principal as my 'T'rustee deems necessar}• for the health, education, maintcnancc or support of other persons that my 'trustee determines to be dependent on me for support. {d) Guidance for My Trustee Regarding Distributions When making distributions under subsections (a) and {c}, my Trustee shall give consideration first to my needs and thin to the needs of my husband and those persons dependent an me. 4-2 V4'hen making distributions under subsection (c), i request, bui do not require, that my Trustee, in its sole discretion, consider other income and resources available to the beneficiaries, My Trustee may make unequal distributions, distributions to some but not all beneficiaries or no distributions. A distribtttian made to a beneficiary under this Section shall not be considered an advance and shall not be charged against the share of the beneficiary that may be distributable under any other provision of this agreement. (e} pi5tributions to Agents under General Durable Power of Attorney My 7'rustec may make distributions to any agent under a ti~alid power of attorney e;~ecuted by me for the purpose of making gifts as authorized in the power of attorne~•, or to assist my went in Carr}ping out my estate planning objectives. 4-~ Article Five Administration of My Trust Upan My Death Section 5.01 My 'Crust Shall Became Irrevocable Upon my death, my trust shall become irrevocable and m}~ social security number may no ~nnrtssr ~a .ccn~ r~~ :r~canfiifa- m~• r.-..~.t 1~f., T«....fss L...11 1.. F .. a„ s...._.. ~wab~,a vv u.~4u tV 14~.-alatai aaJr C1liJl, lYl~' 1 ll1aLGG sJiLiJl apply IVI a SG~JLtt4lttr ;Q1C~,JCI;'C:f identification number for my trust. 5~ction 5.02 Administrative Trust After my death and prior to the distribution of trust property as provided in the subsequent Artcies of this agreement, my trust shall be an administrative trust but may continue to be knc~~~~n as the ALICh/ M. CRQ[JS~ Living Tnist. My administrative trust shall exist for a reasoltable period of time necessary to complete the administrative tasks set forth in this rLrticlc. Section 5.03 Payment of My Expenses and Taxes iti~1y Trustee is authorized but not directed to pay from the adrninistra:ive trust: )expenses of~ my last illness, funeral and burial or cremation, includinM expenses of memorials and memorial ser~~ices; Legall;• enfarceabJc claims against me or my estate; Gxpcnses of administering my trust and my estate; and Court ordered allowances for those dependent upon rn~. 'fhe~c authorized p~~yrnents arc discretionary with my Trustee. My Trustee may make decisions on these pa}rrnents without regard to any limitation un payment of such expenses imposed by Iar~- and may make paymcnis without obtaining the approval of anv court. :~lo third part}° may enforce any claim or right to payment against my trust b;' virtite of this discretio~tary authority. lt-1~• 'T'rustee shall not pa}' any administrative expenses from assts passing to an organisation that qualit~cs for the fc:dcral c;state tax charitable deduction or to asplit-interest charitable trust ~~r fiom the net income cif propert}• qualifyin<~ i'c~r cite estate tax marital deduction, if such payn~cnt ~~~oulcl result in :t reduction in the cst~tt~ ta.~ marital deduction available to my estate under Section ?0~6(b) ol~ the Intornal R~~~=enue Code or violate the provisions of "1'rcasun~ Regulation Section My 't'rustee shall pa;' death taxes out of the principal of the trust propert}~ as provided its Section S.Oa. If, hot:•ever; a probate estate is opened within six months from the date t~f my death: my 1'crsona': Representati~•e may pa}• claims, expenses and death taxes from my probate estate to tll~ extent that the cash and readily marketable assets included in my probate estate arc suffccient to pay such items. ~-1 Section 5.04 Restrictions on Certain Payments from flualified Retirement Plans The "designation date" shall mean September 3fl of the calendar year following the calendar year in which my death occurs, or such other date as shall be established by Treasury Regulations or other tax law authority as the final date for determining whether this trust meets the requirements far treatment of the trust's oldest beneficiarv as if he or she had been named directly as beneficiary of any qualified retirement plan payable to this trust. 1~~ntwithctan~~ling any nthPr lnrnWicinn of this acrrF+nmPnt nr data lour to the rnntr:tnr mt, ..a.... ..b. vv......... ~.... ~v ~tsv vv+aa. w > ~ .ss J Tntstee ma}~ not, on or after the "designation date", distribute to or for the beneFt of my estate, any charity or any other non-individual beneficiary any qualified retirement benefit payable to a trust created under this agreement. It is rn}f intent that all such qualified retirement benclits held by or payable to this mist on or after the designation date be distributed to or held for only individual beneficiaries, within the meaning of Section ~0l (a)(9) of the Internal Revenue Coda. Accordingly I direct that qualified retirement benefits not be used or applied on or after the designation date for payment of my debts, taxes, cxpens~s of administration ar other claims against m}~ estate or for payment of estate, inheritance or similar transfer taxes due on account of my death (other than those directly attributable to and the legal obligation of a particular Qualified Retirement Plan}. This Section shall not apply to any bequest or expense that is specifically directed to be funded with qualified retirement benefits. Section 5.05 Payment of Death Taxes l:or the purposes of this Article; the term `'death taxes" shall refer to anv taxes irnposcd by reason of my loath b~~ federal, state or local authorities, including but not limited to estate, inheritance, gift, and direct-skip generation-skipping :ransfer taxes. For purposes of this Section. deatl3 takes shall nc~t include any additional estate; tax imposed by Section 2031(c}(~){C), Section 203?~'1(c) or Section 20~7(f) of the Intema] Revenue Code or any other comparable recapture tax imposed by any taxing authority. Dior shall death takes inclt~dc an}' g~ncra:ion-skipping transfer tax, other than a direct skip generation-skipping transfer tax. Except as otherwise provided in this Section or c:lse~-4~herc in this agrCC[IlcIlt, m}~ Trtistc:e shall pro~~ide for payment of all death taxes lrom the administrative trust ~~•ithout apportionn~c,•nt. lti-Iv "I"rt2ste~ shall not seek contribution to~~~ard or recovery of any such pa}rmcnts 1'rorn any individual. {a) Protection of Exempt Property In no event shall death taxes be allocated to or paid from any assets tl':at arc not included in niy gross estae: for federal estate Iax purposes. (b) Protection of the Marital Deduction No death taxes shall be paid from or allocated to any property qualifying for the federal estate tax martial deduction. (c) Protection of the Charitable Deduction loo death taxes shall be allocated to or paid from any assets passing to ate organization that qualires for the federal estate tax charitable deduction, ~_~ or from any assets passing to asplit-interest charitable trust, unless my Trustee has first used all other assets available to my Trustee to pay the taxes. (d} Property Passing outside of My Trust except as to qualified retirement benefits, death taxes unposed with respect to properly included in my gross estate for death tax purposes but passing outside of my oust shall be apportioned among the persons and entities benefited in the nrooortion that the taxable value of the aronerty or interest bears to the fatal taxable value of ali property and interests included in my gross estate for death tax purposes. "l~he values to be used for the apportionment shall be the values as finally determined under feaera): stat4 or local law as the case may be. I direct that ai3,' death tax paid as a result of the inclusion in my taxable estate of property held in a qualified terminable interest property '`QTIP" trust created for me by my husband be apportioned to and collected from the assets of the QTIP trust as provided in Section 22U7~ of the Internal Revenue Code. Section 5.06 No Appart+anment Between Currant and Future [nterests No interest in income and no estate for years or far life or other temporary interest in any property car trust are subject to apportionment as between the temporary interest and the remainder. 1'he tax on the temporary interest and the tax, if any, on the remainder are chargeable against the corpus of the property or trust subject to the temporary interest and remainder. Section 3.07 Goordirration with My Personal Representative The fol)oiving provisions are intended to help facilitate the coordination between my Personal Representative, if any, and my Trustee. "These provisions apply even if my Personal Representative and m}~ Trustee arc the same person or cntitl'. (af Reliance on My Personal Representative My 'I'rustcc may rely upon the ti~~ritten requ~:st of my' 1'crsonal Represcntati~'c for payments authorised under this Article and the amounts snc:Lutled in such pa}'mcnts tivithout computing the sums in~~olved, 11' a pa}'mcnt is rnadz under this s~nit:le to my Personal lZcpr~scntati ,'e, my "Trustee shah itot have any duty to inquire into the al~plicatio:~ of the payment. lbj Receipt of Probate Property My ~'rustee may aocept or decline env distributions of property tendered to my 'l~rustec by my Personal Representative. As to property deemed acceptable by my 'I'rus~tee, my Trustee may accept the property without audit and tivithout obligation to review the records of my Personal Representative. 5-3 (c) Purchase of Assets from and Loans to MY Probate Estate My 't'rustee is authorized to purchase and retain, as an investment for my trust estate, any property that forms a part of rriy probate estate. Ivly Trustee may make loans, with or without security, to m}~ probate estate. My Trustee shall not be liable for any loss suffered by my trust as a result of the exercise of the powers granted to my Trustee in this subsection. (d) Discretior}ary t?istributiorts to My Personal Representative My T'FiiCSPP is a~ithnri~pri to r~igtrihntP to my nrnhs~tP f+etata Ac a NYM •VMVV V J YaV VH~V VJ K V, GLy Y beneficiary of this trust, cash or other trust property, including accrued income, to whatever extent my Trustee determines it to be in the best interests o1' the benef curies of my trust. Section 5.08 Authority to Make Tax Elections Following my death, I authorise my Trustee to make tax elections as provided in this Section. If, however, a Personal Representative is appointed for my probate estate and as to}~ Personal Represzntative is the recipient of specific statutoril}• delegated authority relative to any tax election, the discretionary authority granted m}j ~'rustce relativt: to the tax election shall be subordinate to the statutorily delegated authority. (a) Tax Elections Nly "T'rustee's authorit}~ to make tax elections shall include, but shall not be limited to, the right to choose the alternate valuation date, the right to elect «~hether to take administration expenses as estate taX deductions or income tax deductions, the right to allocate my unused generation-skipping exemptior, to all or any portion of the tntst property, the right to make special use valuation elections, and the right to defer Payment of all or an}~ portion of any ta.~ces. My "Trustee may elect to treat my administrative trust as part of my estate for federal or state income tax purposes or both. luy "l,rustoe may elect to have trust property yualify for the "lantily o~~vned business deduction" authorized under Section 2057 al~ the Internal Re~~enue Coco. ~3ti~ Trustee may ertic;r into any agrcemr:nt on behalf of my trust that is necesca~~~ to ~•alidly make such elcctior. trr:c?c.•r the lntcrnaE lZc~~cr.r~e Code. h1}~ 'trustee may !~~al:e ccluitable adjustments bet«~c~en income and prin:ipal on account n~ an;~ tax elections made by my "I~rust~c. (b) Allocation of GST Exemption My Trustee may elect to allocate or not allocate any portion of the available GST exemption under Section 26s 1 of the Internal Revenue Code, or a counterpart exemption under any applicable state law, to any property of tivhiclt I am the transferor or deemed transferor !or generation- skipping transfer tax purposes, including any property transferred by me during rrty life as to ~~~hich I did not make art allocation prior to death. The exercise of such discretion shall be based on the transfers. gift ta~c returns 5-4 and other information known to my Trustee, with no requirement that allocations benefit the various transferees or beneficiaries equally, proportionally, or in any other particuiar manner. (c~ Qualified Conservation Easements ?Vly Trustee may create a qualified conservation easement, as defined in Section ?031(c}(8)(A) of the Internal Revenue Code in any land held by my trust and make the necessary election provided bS~ Section 2031(c)(6}. Section 5.09 Payment of Charitable Bequests 1 instruct my Trustee to satisfy all of my charitable gifts and bequests, to the; extent possible, from property that constitutes income in respect of a decedent. l 5-~ Article S€x Disposition of Tangible Personal Property Section 6.a7 [}istribution of Tangible Personal Property by Memorandum I reserve the right to make dispositions of items of tangible persona! property by a signed written memorandum executed after I sign this agreement that refers to my trust and lists items of tangible personal property and designates the beneficiary of each item. If I execute a memorandum, the memorandum is to be incorporated by reference into this agreement to the extent permitted by law. I direct that upon my death, m;f "Trustee distribute the items of tangible personal property fisted in the memorandum, together with arty insurance policies covering such property and claims under such policies, as provided in the mcrnorandurr,. Should t leave multiple ~tiTitten memoranda that conflict as to the disposi?ion of any item of tangible personal property, the memorandum with the most recent date shall control as to those items that arc in Conflict. If the memorandum with the most recent date conflicts with a pro~•ision of this rtgrcement as to the specific distribution of an}~ item of tangible personal property, the provisions of the memorandum ~.w~ith the most recent date shall control as to those items that are in conflict. If the memorandum can not Legally be incorporated by reference, the memorandum shall then be treated as an amendment to my trust and C request that my Trustee follow my ti~•ishes and distribute the items of tangible personal property listed in the memorandum accordinb to its terms. Section 6.02 Oistributian of Remaining Tangib{e Personal Property NI}' "Trustee shall distribute anv tangible personal property not disposed of by a written memorandum under tlic~ Articles that follow. Section 6.03 Daflnitlon of Tangible Persona! Property l~c~r purposes of this :'lrticle, m}~ tangible personal proporiy shall include but not be litititcd to my household titrnishings, appliances and fxtctres, works ctf art, mater ~•ehicles, pictures. ~ollectibtes; personal ~vearit~g apparel ar~d je~vc~lrv, books, sporting c,t~ods, and 11obb}f paraplierna~ia. My tangible personal property shall not include any propert}• that my 'l~rustcc, in its sole discretion, dctc:rmines to be part of arty business or business interest o~~~ncd by me or ~n~~ trust. if my Trustee rccei~~es property to be distributed under this ..<~rticle from my probate estate or in any other manner after rrty death, my 't'rustee shall distribute the property, free Of trUSt, in accordance with this 1lrticle. The fact that an item of tangible personal property was not received by my trust until after my death shall not affect the ~~alidity of the gift. If property to be distributed under this Article is not part of the trust property upon my death ar-d is npt subsequently transf~;rred to m}~ Trustee from my probate estate 6-1 or in any other manner after my death, then the specific distribution of property made in this Article shall be considered null and void, without any legal or binding effect. Section 6.04 Encumbrances and incidental Expenses of Tangible Personal Property My ~'rustee shall distribute property under this article subject to any liens, security interests or other encumbrances on the property. M}~ Trustee shall pay, as an administration expense, the reasonable cxp~nses of storing, insuring; packing; transporting and ctherv~rise caring for m_y tangible personal property until each item of property is actually delivered to the appropriate beneficiary. Section 6.05 Residuary Distribution Any €angible personal property not distributed under this or prior Articles cif this agreement steal} be disiributed as provided in the articles that follow. 6-2 Article Seven Greatian of Trust Shares Upon r~rly Heath If my husband survives rne, my Trustee shall divide the remainirtig trust property into two separate shares as provided in Section 7.01 and Section 7.02. One share shall be designated the `''~'iarital Share" and the other share shall be designated the 'Ion-Marital Share." Cf my husband has predeceased me, rrty Trustee shall administer the remaining trust property as prop°ided in Article Ten. Section 7.01 Division of My Trust (No Federal Estate Taxj If there is no federal estate tax in effect at nzy death and Section 1022 of the Internal Revenue Code is in effect, my Trustee shall allocate to the Non-Martal Share assets from the remaining trust property selected by my Trustee that shall collectively have a sufficient amount of appreciation to fully utilize the entire aggregate basis increase allowed under Section 1022~b) of the Internal Revenue Code. From the remaining trust property, my Trustee shall distribute otrtribht tv m}r husband trust property selected by my Trustee that, taking into account any other property passing to my husband by reason o#~ my death (~tihcther under ar outside of this agreement) shall collectively have a sufficient amount of appreciation to fully utilize the spousal property basis increase available to my estat4 under Section 1022(c) of the Internal Revenue Code. My Trustee shall then allocate the remaining trust property to the Non~lvlarital Share. i~r1y "trustee shall administer the Non-Marital Share as provided in Article ti'ine. (a) AIIQCation of Assets My Trustee shall satisfy the gifts to the'von-Miarital Share and the Marital Share with tnist prapcrt~~ ha~~ing the lo~ti~cst fair mark~t ~~aluc~ accessary to utililc the basis increase a11o~L'cd under Sections 102?(bj and (c} of the Intemal Revenue Cody, except I specifically authorize my 'T'rustee, other than an interested "I~rustue to depart from this direction il' my '1'sustce,' determines that th~'re is good reason to do so. Illy '1'rustec rna}r consider whether an asset is more Iikcly to b~ sold in the near future than ar~otl~cr asset and ~vhcther to presc;rti~c certain assets of the trust for futur~• generations. A 'l~rustee, acting in good faith, shall not be liable to and bencfic;iary for exercising or failing to exercise its discretion in making allocations under this Section. (b) My Husband's Interest in Community Property Any interest m}~ husband has in community property that is or bccomrs trust property at my death shall be al]o;:ated to the ;~-larital Share. '~-1~r husband shall have the absolute and unrestricted right to ~~ithdraw al! of the net income and trust principal consisting of his community property. 7-l Section 7.02 Division of My Trust (Federal Estate Tax Exists) If the federal estate tax is in effect at my death, my Trustee shall divide the remaining trust property into the l~~iarital Share and the Non-Marital Share as provided in this Section. (a) creation of the Maritai Share My 'T'rustee shall allocate to the Maxital Share a fractional share of the remaining trust property. •Che fraction shall be the greater of that fraction of MV.CJYtY of am~~ tr»ct Pctatw Pnt~al in ~~al~,,~ t!1 tht~ ,a,,mn~„tnt tll~t yr,•hen ~!'~dPlt to my spouse's then taxable estate, after any' spccilic bequests to my spouse in my trust agreement, equals my spouse's Unused Applicable Credit Equivalent, or a fraction calculated as follows: (1) The Numerator `late numerator of the fraction shall equal the minimum ~~alue, assuming the value qualifies for the federa! estate tax rt~arital deduction, sufficient to reduce the federal estate tax to tlto lowest passible amount. In computing the numerator, my Trustee shall cake into account my gifts (including gifts treated as made by me) and alt deductions, exclusions, credits and reductions in value allo~-~ed in computing such tax; provided, however, that any state death tax credit shall be taken into accaunt far this purpose only to the extent that it does not increase the amount of state death taxes payable. (2) The Denominator 'I'hc denominator shall consist of the value of the remaining trust property as finally determined for federal estate tax purposes. 'I~hc Narita( Sparc shall carry its pro rata sham of the income, provided that in no e~~cnt shall chc Marital Sparc receive less income than tFtat requirt:d to be paid to my husband under applicable state la«•. Ntv ~'rusteL shall <~dminister the M<<rital share as prol~ided in r~rticlc t Night. (b) Creation of the Non-Maritai Share M~ 'I~rustee shall allocate the: balance al~ the trust property to the NUn- Marital Share. M}~ `T'rustee shall administer the ion-yiarital Share as provided in Article ltiine. (c} Funding the Fractional Share My Trustee shall have complete authorit}' and discretion tt~ satisfy the; fractional gift in cash or in kind, or partly in cash and partly in kind, ar in undivided interests in property. To the extent that there are insufficient assets qualifying far the federal estate tax marital deduction to fully fund the Morita! Share, the amount of the funding to the Marital Share shall he 7-? reduced accordingly, and l aeknov~~ledge that the amount of funding may be affected b}f actions of my Trustee and my Personal Representative in making certain tax elections. The Fraction, once calculated as set faith above, shall be fixed and shall not vary' with changes in the value of the property subsequent to the valuation date used for federal estate tax purposes. Sil3ee the fractional gift is not intended to be a gift of a specified dollar amount or pecuniary in nature, rrty Trustee shall apply the fraction to the assets of the trust at their actual value on the effective date or dates of allocation so that the actual value of the fractional share of the trust property resulting from the application of such fraction will reflect fluctuations in the value of the trust propert}f. iwly Trustee rna}~ fund the fractional share on a non pro rata basis providctl that filnding is based on the total fair market value of the assets on the date o~ dates of'allocation. Allocations of assets by my Tnlstee shall be limited as set forth below. ('l y Ineligible Assets My Trustee shall not allocate property or the proceeds of any property to the Marital Share that does not qualify for the federal estate tax marital deduction. (2~ Tax Consequences of Certain Allocations 1 request that my Trustee alti~~ays consider the tax consequences of allocating or distributing to the Marital Share any policy of insurance that insures the life of my husband, property subscct to the foreign death credit, property on ~ti~hich a tax credit is a~•ailable, or property that is 1FICOIIle iIy respoct of a decedent under the Internal 1Zeventle Code, (3) My Husband's Interest in Community Property any interest my husband has in community property that is or hccomcs trust property at my death, even though not included in my gross estate i'or federal estate tax purposes and not included in the ct~.nputation for the fractional share, shall be allocated to the Marital Share. My husband shall have the absolute and unrestricted right to withdraw all v# il:r net income and trust principal consisting af' his coEnmunlty property. Section 7.43 Disposition of Property Upon Disclaimer by Nty Husband 1v~y husband shall have the right ~}rithin the time arld in the manner pro~•ided by law to disclaim any portion or all of the property passing to ar for his benefit under this agreement. If my husband disclaims any portion of the property that would otherwise be allocated to the Marital Share or distributed to husband, my Trustee shall add the disclairticd property to the 1~`on-11~1arital Share. If my husband disclairrts the interest he 7-3 has in any portion of the Non-Ivlarital Share, my Trustee sha11 dispose of the disclaimed interest under the provisions of this agreement as though he had predeceased me. My husband's right to disclaim any portion or all of the property passing to or for his benefit under this agreement shall either be exercised by my husband personally, or by any fiduciary ar agent appointed by my husband who is specifically empov~~ered to exercise his right to disclaim by the terms of the appointment, or under applicable law. 7-~ Article Eight The Survivor's Trust My Trustee shall hold and administer the Marital Share in trust as provided in this Article. The trust will be referred to as the "Survivor's Trust." Section B.O~f Distribution of Income i~t}' 1 rustee snail oiscrtoute a~1 0~ ine lief ir1C0~e ti [ ine aur~~ivc~r 5 1 rtiSt "to my nusDiinCl iZt least annually during his lifetime. Nothing contained in this agreement shah limit the right of m}~ husband to receive the entire net income of the Sur~~ivor's 7"rust. Section 8.02 i7istributions of Principal My `!'ruste~: shalt distribute tc~ my husband as much of the principal of the Sun-ivor's Trust as he may request in writing. In addition, rrty 7~:vstee may distribute to m}~ husband as much of the principal of the Sunfivor's 'T'rust as my "Trustee ma; determin~ is necessar}f or advisable for any purpose. Section 8.03 Unproductive Property Upon written request of my husband: my Trustee shall convert any nonproductive property held in the Survivor's "Trust to productive property. Section 8.04 General Power of Appointment My husband shall have the testamentary general po"~er to appoint alt or an}• portion. of~ the principal aid undistributed income remaining in the Survitiror's Trust at his death among one or more persons or entities, including the creditors of my husband's estate. My husband shall ha~`e the' sole and exclusive right to exercise this general potivcr of appointmc~lt. 1 intend that this tcstarnentarti' poLVer of appointment he a general potivcr of appointment as defined in Section 2041 of the lnt~rnal Revenue Code. Section 8.05 Termination of the Survivor's Trust at tf~e Death of tVly Husband The Sun~i~•or's `]'rust shall terminate upon the death of rr,}~ husband. 11• my husband h~~s ~}ot tulle cxccciscd his testarnentar~• general power of appointment over thr ]rust property remaining at his death, my "1"ntstc;e shall administer t11e t:nappointed oalanct or remainder of tht Survi~ror's Tres! as pro~~idcd in llrticlc 'T'en. $-Z Article Nine The Family Trust My Trustee shall hold and administer the Non-Marital Share in trust as provided in this Article. The trust will be referred to as the "Family Trust." Section 9.a9 Family Trust Beneficiary My husband shall be the only benef ciary of the Family Trust during his lifetime. Section 9.02 Distribution of Income and Principal My Trustee shall distribute to my husband as much income and principal of the Family "Trust as my "1'tustee determines is necessary or advisable for his health, education; maintenance or support. Any undistributed net income shall be accumulated and added to principal. Section 9.03 Gtrideiines to My Trustee My husband is the primary beneficiary of the; Famil~~ Tnsst. In making discretionary distributions under this ~'lrticle, my "Trustee should boar in mind that my primar<~ concern and objective is to provide for the well-being of mti~ husband and the preservatior. of principal i~ not as important as the accomplishment of this objective. V4~ithout limiting my `T'rustee's discretion, 1 recommend, but do not require, that my Trustee not distribute principal from the Family 'frost to my husband until the principal of the Survivor's Tnist is substantially exhausted. Section 9.04 Effect of My Husband's Remarriage on Family Trust Distributions Upon the remarriage of my husband, the Family `l~rust shall terminate unless my husband and his fiance exoct!te a valid pre-nuptial agreement that complies with the terms set forth belo~~•. Remarriage, for purposes of this agreement, shall mean any marriaGe including a common la~v marriage: entered into by my husband after pry death that is valid in tl~c jurisdiction ti~~herc the marriage took p?aec_ If terminated, n1v "1'rustec shall adrn~nister the balance or re~t~aind~r of the Family "Trust ~}s prt)ti•ide~j in Article' Ten. . lt~ my husband sl~ould choose to rett~arrv alter m~~ death at?d ~xccttles a valid pre-nuptial agreement nut less than thinti• (3Q} days prior to his remarriage then, in mti+ judgment, there will be suf~ticiont protootion far the other bene:liciaries varied in this trust agreement: and the; gamily "Trust shall not terminate. 'The pre-nuptial agreement shall be in «7iting and signed by my husband and his fiance urith each having been represented by independent legal counsel. Prior to the execution of the a~;rc;ement each party shall have made full disclosure of their assets as their assets exist at that time. "The pre-nuptial agreement shall provide that my husband's fianC~ shall waive any right to any portion of my husband's share of~ m}' husband's premarital assets and m}' husband's interest in any trust created under this agreement in the event of dissolution of the marriage, or in the event of the death of my husband with the new spouse surviving my husband. 9-l Section 9.OS Termination of the Family Trust The Family 'T'rust shall terminate upon the death of my husband and m}~ 'T'rustee shall administer the balance or remainder of the Family Truss as provided in Article Ten. 9.2 Article Ten Distribution to Charity My Trustee shall administer and distribute my remaining trust property {not distributed under prior Articles of this agreement} under the terms of this Article. Section 't 0.49 Division of the Remaining Trust Property My Trustee shall divide the remaining trust property into the following shares: Beneficiary Share FIRST UhI"rED CI-IliRCi-I OF CHRIST 20% 42 US Highway S22 Worth, Middleburg, PA 17842 ELK CRF,h;K BAPTIST CHURCI-I 20% 5734 Elk Creek Road, ~'aylorsville, KY 40071 I3FTI-IAtiY CI-IILDR.IrN'S HO~/IE 15% 1863 Hethany Road, ~Voinclsdorf, PA 19567-9214 I-IOFFMAN DOMES FOR YQU"T'1-I IS°'o P.O. I3OX 4777, Gettysburg, P:~ 17325 ST. PAUL'S lJNITED CI-IURCI-I OF CI-IRIS"I' 1 S% 626 V~'illiarns Grove Road, 'vlechanicsburg, FA 17055 "I'AYLORSVILLE FIRST BAPTIST CI-iL~RCI-I 15"/0 115 West ylain Street, "I'aylorsvillc, KY 40071 Section '14.2 Distribution to CHARITABLE BENEFICIARIES "I`hc trust slzaras estabished for the charitable benztic:iaries sot Is;rrth in Section 10.01 abotlo, shall be held in a continuing trust. I3y 1~iarch 31 of each year, the "trustee shall distribute tc~ each charitable beneficiary, from its resPectiv;; trust share, an ~imount equal to !!ve {5%) percent of the net ~~aluo of its trust share as determined as of the prc~•ious calendar Year end. Ii=' one or more of the charitable beneficiaries set forth in Section 10.01 above is not in cxistcn~c at the time of distribution and there is no suc:c:essor in interest or its successors in interest cannot be identf ied ti,~~ith reasonably c~rtait~ty, then the trust share of such beneficiary, and its attendant annual distribution, shall be added, pro ratabl}~, to tllc: trust shares of the remaining charitable beneficiaries. If all charitable beneficiaries set forth in Section 10.01 above cease to exist, nay 'Trustee shall designate one or more charitably organizations ha~~ing the same or similar charitable purposes as such charitable beneficiaries, to receive, outright, the remaining trust propert~•. Each charitable organization must b~ a charit~~ of a typo described in Section 205s(a} of the lnterna! Revenue Code. My Trustee shall determine the amounts, shares and interests of the distributions. 10- I Section 14,03 Merger with William E. Crouse Living Trust Upon the death of the second to die of my spouse, William E. Crouse, and myself, assuming the diapositive pro~~isions of the William E.. Crouse Living Trust dated 3anuary 1 I, 2008 are identical to the terms of this trust; our Trustee shall combine all semairiing assets of the trusts and manage and administer the assets together. ~'he combined trust shall be known as the Vti'illiam E. and Alice Vii. Crouse Charitable Trust. Section 74.04 Identification of Donors 11t the time each annual distribution is made to 1/!k C:reelc Baptist Chwch and Ta;~lorsville First Baptist Church, in Taylors~•ille, Kentucky, the trustee shall specifically identify the donors as William E. Crouse and Alice Money Crouse, formerly of l7v'ilsonville, Kentuck~~. 10-2 Article Eleven Remote Contingent Distribution If, at any tune, there is no person or entity qualified to receive Iinai distribution of~ my trust estate or any part of it, then my Trustee shall distribute the remaining trust assets to one or more charitable organizations having the same or similar charitable purposes as the beneficiaries set forth in Section 1 a.0 t of this trust agreement. Article Twelve Administration o€ Trusts for Underage and Incapacitated Benefciaries Section 92.01 Distributions for Underage and Incapacitated Beneficiaries If under another provision of this agreerneni amp part of`the trust property is directed to be distributed outright, or if a distribution is rcquired to be made, to a person ti4•hen that person has not yet attained the age of 2~ years, or at a time when that person is incapacitated and in the opinion of my 'T'rustee is unable to ma,rtage the distribution properly, my Trustee may distribute or retain the trust property in any one or more of the following methods described in Section T 2.02. Ivatwithstanding the preceding paragraph, ii under another provision o#' this agreement any part of the trust property becomes distributable outright, or if a distribution is rcquired to be made, #o a person ~}hen that person is receiving or applying for needs- based govemmerit benefits, my Tntstee shall distribute or retain the trust property as described in Section 12.03. 1 request, but do not require. that before making a distribution to a beneficiary, my Trustee, to the extent that it is both reasonable and possible, consider the abilit}r the beneficiary demonstrated in managing prior distributions of trust prnpert}-. Section 12.42 Methods of Distribution Iv1y Trustee mtty distribute or retain trust property in any one or more of the following methods for tht benefit of any bcnc~ciary subject to the provisions o#~this Section: (a} Distribution to Beneficiary i~1y Trustee may distribute trust property directly to the beneticiary. ib} Distribution to Guardian or Conservator or Family Member ~-iy Trustee may distribute trust property to the bencfteiary's guardian; conservator, parent or a family m~•mbcr or other person ~z~hc~ has assumi:cT the responsibilit;- nT'caring for the bene#iciary. fc) Distribution to Custodian Iviy "I-rtistcc may distribtltc trust prrpcrty to any person or cntitr~, including mti 'T`rustee, its ~ustodiar for the: bcnc:iic:iary undor the I,Jniform 'I~rartsltrs to >Vlinors Act, or similar statute. fd) Distribution to Other Persons o- Entities A~ty Trustee may distribute trust property to other persons and entities for the t~se and benefit cif the beneficiary. (e} Distribution to Agent under Durable Power of Attorney I~'Iy Trustee may distribute trust property to an abcnt or attorney-in-fact authorized to act for the beneficiary under a legally valid durable power of attorney executed by the bencficiar}~ prior to the incapacity. 12-1 {f) Retention in Trust My Trustee may retain trust property in a separate trust far the benefit of the beneficiary until the beneficiary attains 25 years of age or, in the opinion of my Trustee, is no longer incapacitated has the case may be}. Iti-1y Trustee shall distribute as much of the net income and p. incipal of any trust created under this subsection that m,' Trustee deems necessary or advisable for the health, education, maintenance ar support of the beneficiary for whom the trust was created. My Trustee shall accumulate any undistributed net income and add such income to principal. V~'llen the beneficiary for whom a trust is created under this subsection attains 2~ years of age or is no longer incapacitated {as the case may be), fhc beneficiary mdy withdraw from the crust at any time or times any portion or all of the accutnulaicd trust income and principal. The beneficiar}~ far «~hom a trust is created under this subsection shall have the testamsnt_ary general power to appoint all or any portion of the principal and undistributed income remaining in the beneficiary's trust at his or her death as-nong one or more persons or entities, including the creditors of the beneficiary's c;state. 'I~c beneficiary shall have the sole and exclusi~•e right to exercise this general power of appointment. l intend that this testamentary power of appointment be a general power of appointment as defined in Section 2x41 of the Internal IZevcnue Code. li~ the benefician~ fails to validly exercise this tcstamc;ntary general power oi~ appointment, my Trustee shall distribute; the balance of his or her trust propert}• to the then lining descendal~ts of the beneficiary, per stirpes. 1 f~ tl~c beneficiary has no then living descendants, my 'T'rustee shall distribute: the beneficiary's remaining trust property per stirpes to the li~~ing descendants ol'the beneficiary's nearest lineal ancestor whet was my clcscendant or if no such descendant is then lir•ing, to my the:It living clc;scendants, per stirncs. li• T hati-e ::c~ th~ii living descendants, my 1'n~stec shall distribtitt the rt~~»~tining trust property as pro~~ided in ~lrtiele T~le~•en. Section 12.03 Special Needs Trust N1y 'frustcc shall distribute or retain trust property as follows for the benefit of any bcn~~ficit~ry who is subicct to tho provisions of this Section: (aj Distributions for Special Needs 11f1y Trusie;c, in its sole, absolute, and unrevie:wable discretion, may distribute discretionary amounts of net income and principal for special needs of the beneficiary not other~~rise provided b}~ governmental financial assistance and benefits, or by the providers of services. '`Special needs" refers to the requisites for maintaining the good health, Sijfcty, and welfare when, in the discretion oI my Trustee; such requisites are not being provided by any public agency, office, or department of any state or of the United States. "Special needs'' shall also include, but not be limited to, medical and dental expenses, annual independent checkups, clothing and equipment, programs of training, education, treatment and rehabilitation, private residential care, transportation {including vehicle purchases}; maintenance, instuance, and essential dietary needs. "Special needs" may include spending money; additional food; clothing; electronic equipment such as radio, recording and playback, television and computer equipment; camping; vacations; athletic contests; movies; trips; and money to purchase appropriate gifts far reiativ4s and friends. My Trustee; steal[ have no obligation to expend trust assets for such needs, but if my Trustee, iti its sole, absolute and unreviewable discretion, decides iv expend trust assets, under no circumstances should any amounts be paid to, or reimbursed tc~; the federal government, anv state, or any governmental agency for any purpose, including for the care, support, and maintenance of the beneficiary. (b! Objective to Promote tndependence of the Beneficiary ~~'hile actions are in my TrusteL's sole, absolute and unreviewable discretion, all parties to this trust agreement should be mindful that it is my ~ti•ish that the beneficiary live as independently, productively, and happily as possible. {c! Trus# Assets not to be Considered Available Resource to the Beneficiary "fhc intent of the previsions of this Section 12.43 is to supplement any benefits rzceivecf, or far ~~~hich the beneficiary may be eligible, through or from various governmental assistance programs and not to supplant any such benefits. All actions of my Trustee shall be directed toward carr}7ing out this intent and the discretion granted m~~ Trustee under this agreement to carrti• out this intent is absolute. , I'or nurpo,es o(' cletermirirtg the bcncf`ician's ~ligibilit}• for 4n; suc:h hc.°ntiits. no part cif the principal car undistributed income of the trust estate shall be con>idere~J a•,-•ailable tc~ the b~notic~iary for public bcnetit purposes. "1'l~c ber~ef ciar~• shall trot be considered to ha~~e access to principal or income of thc~ trust, and he or she has no awrtcrship, right, authority, or po~~~cr to convert ar~}~ asset into cash for leis or her o«rn use. IVfy "Trustee shall hold, administer, and distribute all properly allocated to this trust for the exclusive benefyt of the beneficiary during his or her lifetime. All distributions from this trust share are in the sole, absolute, and unreviewable discretion of my Trustee, and the beneficiary is legally restricted from demanding trust assets for his or her support and maintenance. l 2- i In the event my Trustee is requested to release principal or income of the trust to or on behalf of the beneftciary to pay for equipment, medication, or services that any government agency is authorized to provide, or in the event my Trustee i s requested to petition a court or any other administrative agency for the release of trust principal or income for this purpose, my Trustee iS authorized to den}• such request and is authorized in its discretion to take ~~~hatever administrative or judicial steps may be necessary tfo continue the benefiiciary's eligibility for benefits, including vbtat nines 1v/7ul Vdvive u}, nl7r t{,a },f~riPTlf•lart:~C C7,P/`ifir G~nt7rtpmPnf to b ~ yvu~ uav vvaavaavaaa~ J V .arvvaas,. vaau~a~.aaa~.aaa w public benefits and obtaining instructions frotrt a court of competent jurisdiction ruling that neither the trust corpus nor the trust income is available to the beneficiar}~ for eligibility purposes. any expenses of my Trustee in this regard; including reasonable attorneys' fees, shall be a proper charge to the trust estate. {dj nistributian Guidelines My `frustee shat! be responsible far determining what discretionar}• distributions shall be made from this trust. Vly Trustee may distribute discretionary amounts of income and principal to or for the benefit of the beneficiary for those special needs not otherwise provided by governmental financial assistance and benefits, or by the providers of ser~~ices. e~ny undistributed income shall be added to principal. In making distributions, my ~~rustee: Shall consider any other known income or resources of the beneficiary that are reasonably atilailable; Shall take into consideration all entitlement benefits from any government agency, such as Social Security disability pa~•mcnts, Medicare, !Medicaid for as~v state :Medicaid I;ragra~ri equivalent), Supplemental Sccurit}• Income (SSI), 1n-1-Ionlc Support Sen•icc (Il-ISS} and an}~ other special purpose benefits for which tl~e bcncfician~ is eligible; Shall take into consideration resource and income' limitations of any such assistance progrFim; Shall ma;•ce expenditures so th:~t the ~iencf ieiary~'s standard of Iivng tivill be comfortable and e:njo}able; Shall not be obligated to or compelled to make specific payments; Shall not pati' or reimburse any amounts tc~ any gar,~ernrnental agency ar department, unless proper demand is made by such govemment~il agency and reimbursement is rzqui.red by the state; and Shall not be liable for any loss of benefits. 2-~ (ey No Seeking of Order to Distribute For purposes of determining the beneficiary's state 1Vledicaid program equivalent eligibility, no pari flf the principal or undistributed income of the trust estate shall be considered available to the beneficiary. Itiiy Trustee steal I den}' any request by the beneficiary to (1) release principal or income of the trust to or on behalf of the beneficiary to pay for equipment; medication, or sLrvices that the state Ivledicaid program equivalent would provide if the trust did not exist; or (2) petition a court or any other administrative agent}• for the release of trust principal or income l-or this purpose. lvly •I'rustec ma}-, in its sole, absolute and unreviewablc discretion, take necessary administrative or legal steps to protect the bencf ciary's state Medicaid program equivalent eligibility, including obtaining a ruling from a court of competent ,jurisdiction that the trust principa! is not available to the beneficiary for purposes of determining state ~~edicaid program equivalent eligibility. Expenses for this purpose, including reasonable attorne}'s' fees, will be a proper charge to the trust estate. (f} lndemrtification of Trustee When Acting in Gvod faith My 'I~rustee shall be indemnified from the trust property fir any loss or reduction of public benefits sustained by the beneficiary as a result of my 'T'rustee exorcising; in good faith, the authority granted to my Trustee under this Section. {g) Termination and Distribution of the Special Needs Trust tf cny Trustee, in its sale, absolute and unreti-iewable discretion, determines that the beneficiary is no longer dependent on others and is able to provide independent support, my "l~rustee shall distribute or retain the remaining property according to the t:thcr provisions of this trust t~grccment as though the provisions oi' this Section 12.03 had not been cftectivc. if the ether prvvisic~ns of this trust agreeine~tt do not provide for the distributio~l or retention of the remaining propeny, then rn}- Tn~stcc shall distribcne th~~ remaining property to the bencfic;i~iry outrigr~t, free of trust. `~Ind~pendcnt support'' shall be satisfied at such time as the bcneficiarv has heen gainfully employod for thirty-three (33) mc~iiths of a thin}°-sixr (3G) month period i~~3mcdiately preceding the decision tv terminate the truss share. 'l~he terms '`gainful employment'' and `'gainfuully employed" shall be construed tc~ ,Wean such full-time employment that produces sufficient net income to c~tablc the beneficiary to contribute not less than lOQ percent of the funds (exclusive of other sources of revenue) that are necessary to provide for the independent care, support, maintenance, and education of the beneficiary. ~'iy 'T'rustee, in its sole, absolute and unreviewable 12-~ discretion, shal] determine whether or not the beneficiary has satisfied the condition of gainful employment. (h} Distribution Upon the Death of the Ben$ficiary upon the death oi' the beneficiary, my Trustee shat! distribute or retain the remaining property according to the other provisions of this trust agreement as though the provisions of this Scction 12.03 had not been effective. If' the other provisions of this trust agreement provide for the beneficiary's share to he held in tn~~t~ then thncP prn~:i~inn~ chail thr„ interpreted as though thy; beneficiary died after the establishment of such trust. If the other pro~~isions of this trust agreement do not provide for the distribution or retention of the remaining property, then the: beneficiary shalt have the testamentary limited power to appoint all or any portion of the pri*tCipa a=td undistributed income remaining in the beneficiary's trust at his or her death among one or more persons or entities. hIotivevcr, the beneficiary ma}• not exercise this limited power of appointment to appoint to himself or hc;rsclf, his or her estate, his or her creditors er the creditors of nis or her estate. I intend that this be a limited power of appointment and not a general power of appointment as defined in Scction 201 of the Internal Revenue Code. Insofar as any part of the benefician•'s trust shalt not be effectively appointed, my Trustee shat! distribute the remaining unappointed balance per stirpes to tl~e descendants of the bcnef`iciary. If the beneCsciar}f has no living descendants, my Trustee shall distribute the balance of the trust propcrtt• per stirpes to my dcsccndants. if I hate nn !i~°ing dcsccndants, m}~ 1~rustce shall distribute the; balance of the tn~st property a5 provided in :'article I;ieven. Section 12.x4 Application of Article An}' decision made: h;• to}f '1'rustce under this f~riicle shall be final, a~rltrolling aria binding upat~ all bcneliciaries sublcct to the provisions of this flrticlc. 'l~he provisions of this :article shall not apply to distributions to n~~ or to my husba:ld tiom an}' trust cs~ablishc:d under this agreement. 12-6 ArEicle Thirteen Retirement Ptans and Life Insurance Policies "fhe provisions of this Article apply to qualified retirement plans and insurance policies owned by or made payable to my trust. Secttort 13.01 Retirement Plans Notwithstanding any other provision of this agreement to the contrary, the provisions of this Section apply to qualified retirement plans. (a) Rights of My Trustee Subject to the provisions belo«r pertaining to distributions from qualifed retirement plans, my Trustee may exercise the right to determine the manner and timing of payments (b}' lump sum or otherwise) of qualified retirement plan benefits that are permitted under qualified retirement plans and are consistent with the federal income tax rules regarding required minimum distributions under Section ~O1{a){9) of the Internal Revenue Code. My Trustee may make a qualified disclaimer of any qualified retirement benefits or non-qualified annt.~ity bc~;efits payable to my trust. My "I'rusiee shall not be liable to any beneficiary for the death benefit election selected ar for any decision regarding the disclaimer of any qualified retirement benefits pa~~able to my trust. (b1 Distributions from Qualified Retirement Plans to tkte Survivor's Trust "1'o the cxt~nt that all or pan of any tax-favored retirement p'_an is allocated to the Survivor's Trust, m~~ `T'rustee may (and shall, if requested to do so by my husband j cause the plan (or part therco~ to be paid directly from the plan to my husband as beneficiary, or shall (if so requested by! my husband) cause the pIai; {or part thcreol) to be transferred directly! from the plan into another retirement plan in my husband°s name, ~~.~itl;out the inicr~-ening step of translerring it to the Survivor's "I'rttst. if~ tl;o Sun~ivo:'s "]'rust becomes the bencficiar;~ of death benefits under any yualified r~tircment plan, each year, bel;inning «•ith the }'ear of my death. rnv "I'rttstee must tj~ithdr~~w at least the greaE~r o t': Thc.~ net income earned on Sun~ivor~s ~1'rust's share ~f' the plan during the year; and The required minimum distribution required to be «~ithdrawn from Survivor's Trust's share of the plan under Section ~01(a)(9) of the Internal Rcvenuc Cade. - Ivly Trustee may withdrav+' additional amounts From Sun~ivor's Trust's share of the plan as my Trustee deems advisable; btrt only if the 13-1 dispositi.ve terms of the trust authorize my Trustee to immediately distribute the withdrawn amount as provided in this subsection, My Trustee shall immediately distribute all amounts withdrawn to my husband. If my husband is then deceased, my 'Trustee shall instead distribute to the remainder beneftciary, the amount which would have been distributed to my husband had he then. been li~fing. The purpose c_'.f this SohSeetir-n is to inc>>r~~ that rhP lift ~;rp e~tanry ~f m~~ husband may be used to calculate the minimum distributions required by the Internal Revenue Code and this Section shall be interpreted consistent ~~~ith this intent despite any direction to the contrary in this agreement. Notwithstanding any other provision of this agreement, my Trustee shall cr~at annuity and other periodic payments from any qualified retirement plans in any given year as income to the extent the distribution represents income generated and treated as generated by anv qualified retirement plan for that yiar; if income information is not available then my Trustee shall apportion the annuity and other periodic payments between principal and income in a fair, equitable and practical manner in accordance with Section 14.08. Section 13.02 Life Insurance Policies The I'ollo~ving pro~~isions apply to life insurance palicies owned by or made payable to my truss. (al Provisions During My Life During m~f lit'c, l reserve all of the rights, powers, privileges, and options. «~ith respect to any insurance polic}•, annuity or any other third-party beneficiary contract u~tifnc:d by or made au}fable to my trust, including, but not limited to, the right to designate and change bzncfic;iaries, the right to borrow money, the right to surrender the policy, the right to r~ccive any paytents as L~tivticr, and the right to make any available elections. lV1y "I"rustcc shall ha~~e no duty to exorcise, or refrain arum exercising, any rights, po~ti•ers, pri~•ilc;cs or options with respect to arty iilsurancr pt?liey, annuity cottract or other third-party beneficiary contract. y1v "I'ruste~ shall hay-e no obligation to pay premiums or other contractual amounts that tttay bL pa;~ablc under any suc4~ policy. {b) Provisions After My Death After m}f death, my 'I'rusree may make all appropriate elections with respect to such policies and may collect all sums made payable to rrty trust or my Trustee under all such policies or contracts. My Trustee may exercise any settlement options or other options or rights that may be available under the terms of any policy or contract. 'vly Trustee steal! not be liable to any 6cneficiary on account of any election made by my 'I~nistee with respect to any policy or contract. 1 ~-2 Section 13.03 Limitation on Liability of Payor Persons or entities dealing in good faith with my Trustee shall not be required to see to the proper application of proceeds delivered to my Trustee, or to inquire into any provision of this agreement. A receipt signed by my Trustee for any proceeds or benefits paid shall be a sufficient discharge to the person or entity making the payment. Section 13.04 Collection Efforts l~~Iy 'T'rustee shall make reasonable efforts to collect the proceeds of ail life Insurance policies and qualified rctiremcn: benefits payable to my trust. Nfy Trustee may commence legal or administrative proceedings to collect the proceeds of` ary iif'e insurance policy or qualified retirement benefits to «fhich the trust is entitled; pro~~idccz, ho~~~cver, that my Z~rustee need not cornmencc any such proceedings until my Trustee is indemnified to its satisfaction for any expenses and liahilities it ma}~ incur in connection ti~ith the proceeding. My Trustee may settle or compromise any and all claims wiih respect to the collection of any life insurance proceeds or qualified retirement benefits to which m~~ trust ma}~ be entitled. !1 settlement made by my "I~rustee shall be binding on all b~enef curies. Section 'f 3.05 No obligation to Purchase or Maintain Benefits Nothing in this agreement shall impose arty obligation, legal or othes-v~~is4, on me or on my Trusteo to purchase, invest, or 7~aintain any qualified retirement plan or life insurance policy. 13-3 Article Fourteen Trust Administration Section 14.01 Distributions to Beneficiaries ~~henever this agreement authorizes or directs a 'Trustee to make a distribution of net income or principal to a beneficiary, the Trustcc may apply for the benefit of the beneficiary any property that otherwise could be distributed directly to the beneficiary. The "I`rustee shall have no responsibility to inquire into the beneficiary's ultimate disposition o1' the distributed property unless specifically directed otherwise by this agreement. The Trustee may make distributions in cash ar in kind, or partly iii each, in proportions and at values determined by the "frustee_ The 'T'rustee may allocate undivided interests in specific assets to a beneficiary or crust in any proportion or manner that the Trustee determines, even though the property allocated to one beneficiar}~ may bo different from that allocated to another beneticiar~~. The i'rttstee may make these determinations without regard to the income tat attributes of the property and without the consent o~'any beneficiary. Section 14.02 No Court Proceedings `phis trust steal! be administered expeditiously, consistent with the pro~~isions of this agreement: free of judicial inte;-~~cntiatl, and without order, appravaT or action oi' any cow-t. The mist shall be subject to the jurisdiction of a court only if my Trustee or another interested party institutes a legal proceeding. A proceeding to seek instructions or a court detern~ination shall be initiated in the court having orijinal jurisdiction over matters relating to the construction antl administration of trusts. Seeking instructions or a coctri determination shall not subject this trust to the continuing jurisdiction of the court. Section 14.03 No Bond My 'Trustee shall not be required to Cuniish an~• bond for the faithful performance of my `l'!-ustec's duties, unless required b}• a court of Competent jurisdiction and only if the court finds that a band is needed to protrct the interests of the bene[iciaries. lti'o surety shall be reytlircd on any bond required b}r anti• Ia~ti~ or rule of court, unless the coutrt specifies that a surety is ::eccssar~•. Section 14.84 Exoneration of My Trustee No successor 'I~nistee is obligated to examir:r the accuunts, records or actions of any previous '!'rustee or of the Personal Representative of m;~ ~statc. No successor `I~rustee shalt be in any way or manner res}~onsible for any act or omission to act on the part of any previous "Trustee or the Personal Represcntati~~c of m}~ estate. Unless a Trustee has received notice of remailal, the Trustee shall not be liable to me or to any beneficiary for the consequences of an}• action taken by the Trustee that woctld have been, but for the prior ret7oval of the "trustee, a proper exercise by the Trustee of the authority granted to the Trustee under this agreement. 1~-1 Any Trustee may request and obtain from the beneftciaries or from their legal representati~~es, agreements in writing releasing the Trustee from any liability that may have arisen from the Trustee's acts or omissions to act and indemnifying the Trustee from liability for the acts or omissions. An agreement described in this paragraph, if acquired from all the living bene#iciaries of the trust or from their legal representatives, shall be conclusive and binding upon all parties, barn or unborn, ~vho may have, or may in the future acquire, an interest in the trust. The Trustee may require a refunding agreement before making any distribution or allocation of trust income or principal and may withhold distribution or allocation pending determination or release of a tax lien or other lien. This refunding agreement provision shall not apply to any distribution that qualifies for the federal estate tax unlimited marital deduction or the federal estate tax charitable deduction Section 14.05 Trustee Gornpensatfon An individual serving as ~'rustee, other than my husband or me, shall be entitled to fair and reasonable eon~pensatio» far the services rendered as a fiduciary. A corporate fiduciary scrvirig as Trustee shall be cor:~pcnsated by agreement with an individual "frustee or, in the absence of an individual "frustee or in the absence of an agreement, in accordance with the corporate fiduciary's published schedule of fees in effect at the i1mC the services arc rendered. A 'T'rustee may charge additional fees for services it provides that are not rompriscd within its duties as Trustee such as fees fur Iegal services, tax return preparation and corporate financo or investment banking services, Itt addition to r~:ceiving compensation, a Trustee rrZay be reimbursed for reasonable costs and expenses incurred in carrying oul its duties andcr this agreement. Section 14.Ofi Employment of Professionals Iti1y "l'rustce may appoint, employ and remove; at an}~ time and from time to time, in~~estment advisors, accountants, auditors, depositories, custodians. brol:c:rs, consultants; attomcys, expert advisers, agents, and employes to advise or assist thz Trustee in the pcriormancc; of its duties. ~9<< 'I'nrstce ma;~ act upon the rccomtnendatic~ns of the persons car e:s~tties cmp9t,ycd ~~~ith ar without independent investigation. M,: ~l•ru5tcc may rcasonabl}~ compensate an indi~~idtral or emit}~ cmploy~d to assist or acivre m}• "I~rustce regardless of ~vhcthrr the person or entit;~ shall be a ~~rtlstce of a trust ~stahlishcd under this agrccmznt or ri corporate afliiiate of a `frustee and regardless of ~4-Ir~tl~tr the entity shall be one in ~~fhich a `f'rustec of a trust created under this agreement is a partner, member, stoc'.Kholder, ot~ic:er, director or corporate aflliate or has anv other intc:r;;St. IYly Trustee may pay the usual compensation for services contracted for under this Section out of principal or income of the trust as my Trustee may deem advisable. My 'I'nrstec may pay compensative to an individual or entity employed to assist or advise my 't~rtirstec without diminution of or charging the same against the compensation to which the "I'rustec is entitled under this agreemennt. An}r Trustee who shall be a partner, stockholder, offCCr, director or corporate affiliate in any entity employed to assist or ! ~-? advise my "Trustee shall nonetheless receive the 'Trustee's share of the compensation paid to the entity. Section 14.07 Exercise of Testamentary Power of Appointment A testamentary power of appointment granted under this agreement may be exercised by valid will that speciftcally refers to this power of appointment. The holder of a testamentary power of appointment may exercise the power to appoint property' among the permissible appointees in equal or unequal proportions, and on such terms and conditions, ~vhethcr outright or to trust, as the holder of the power designates. 1-he holder of a testamentary power of appointment may grant further powers of appointment to any person to whom principal may die appointed, including a presently exercisable limited or general power of appointment. lvty Trustee trra}° concl~.~sively presume that any po~ver of appointment granted to any beneficiary of a trust created under this agreement has not been exercised by the beneticiaryj if my Trustee has no knowledge of the existence of a valid «'ill exercising the pvv~•cr within ~ months after the heneficiary''s death. Section 14.48 f~eterminatlon of Principe! and Income lviv Trustee may detcnninc: in a fair, equitable and practical manner ho~v alJ "t'rustee's #ees, disbursements, receipts, and ~~°asting assets shall be credited, charged, and apporiioncd bet«~ccn principal and income. My Trustee may set aside iiom trust income reasonab]e reserves for taxes, assessments; insurance premiums, repairs, depreciation, obsolescence, depletion, and for the equalization of payments to or for the bene#iciaries. ~iy 't'rustee may select appropriate accounting pci-iods with regard to the trust property. Notwithstanding the foregoing or Pcnnsylti'ania law to the; contrary, my 'T'rustee shall treat distributir!rs from an1~ quali#ird retirement accounts to any trust established under this agreement in any Given }'car as income tq the extent the distribution represents income generated or treated ~~5 generated b~~ anti qualified retirement account for that Fear. In addition, my 'I`n~stce shall troy:i annuity Gad other periodic pa?•mcnts tc~ any trust established Linder this agreement in ar:~- gi~'Cn year aS income to the cxte~~t tho distribution rcrreserts income ~:encratcd and treated as generated b~~ any qu~ilified retirement plat. far that titter; i f incoit~c information is not `vailable then my "f~n~stee shall apportion the annuity and othor periodic pad°meats bet~L~een principal and income in a fair, eyuitablo and practical manner in accordaJlc~ «~ith the guidelines set #'onh in this Section. `'Annuity anti other periodic pa}'meats" refers to distributions made :o mt~ "Trustee over a fixed number of yoars or during the Tile of one or more indi~~iduals because o#' services rendered or property transferred to the payor in exclian~:e for future pati~rnents and includes payments made in money or property from the payor's general assets or from a separate fund created by the payor, including a pri~fate er commercial annuity, an individual retirement annuity, a pension, profit-sharing plan, stack-bonus plan, stack ownership plan or similar arrangement. 1. "f'v the extent an annuity or other periodic payment is characterized as interest, dividend or other item o#' income or an annuity or tither periodic 14-3 payment is made in lieu of interest, dividend or other item of income; my Trustee shall allocate the payment to income. ~}~ Trustee shat! allocate to principal the balance of the annuity or other periodic payment as well as any other payment received in the same accounting period that is not characterized as interest, dividend or other item of income. 2. To the extent annuity and other periodic payments are made and no part of the payments are characterized as interest, dividend or other item of income, my Trustee shall use the present value of the annuity and other periodic payments as finally determined for federal estate tax purposes and the section 7520 rate of the Internal Revenue Code used to determine the value for federal estate tax purposes to prepare an annuiti2ation table to allocate thz payments between income and principal. 3. In the event that the amount of annuity and other periodic payments change because of changes in the investment markets ar other changes, my Trustee shall allocate the change in the amount of the payrrsents between income and principal in a fair, equitable and practical manner. If, to obtain an estate tax marital deduction far a trust established under this agreement, my Trustee must allocate more of a payment to income than provided for by this section, my Trustee shall allocate to income the additional amount necessary to obtain the marital deduction. Section 14.09 Trust Accounting I~:xccpi to the extent required by law, my ~'rustees shall not be required to file annual accounts with any court or court official in any jurisdiction. Upon the written request of a beneficiary, my Trustee shall render an accounting at least annually to the income beneficiaries of the trust during the accounting period that includes the daze of the written request. The accounting shalt i:tclude the receipts: disbursements: and distributions occurring during the accounting period and a balancu sheet of the trust propzrty if no tax return is filed, or may consist just of the tax return for !hc accounting period if a tax return is filed for the trust. In thr: absence of fraud or manifest error, thz assent by all income beneficiaries to art accounting of an Independent Trustee shall make the matters disclosed in the accounting binding and conclusive upon all persons, both those in existence ors the date of this al;reernent and those to be born in the future who have, or will in the future have, a vested or contingent interest in the trust propemr. In the case of a minor or incapacitated bencfsciar;•, that bcneticiary''s natural guardian or legal representative shall give the assent required under this Section. The failure of any person to object to any accounting by giving v~Titten notice to mfr Trustoe within b0 days of the person's receipt of a copy of the accounting shall be deemed to be an a,SSent by such person. 1'he trust's financial records and documentation shall be available at reasonable times and upon reasonable notice for inspection b}~ trust beneficiaries and their representatives. Niy 'frustet; shall not be required to furnish trust information regarding my trust to an}• 14-4 individual, corporation, or other entity that is not a beneficiary or the representative of a beneficiary, and is not requesting the information pursuant to a valid court order. Section 14.10 Action of Trustees; Disclaimer Unless otherwise provided in this agreement, whenever I am serving as 'trustee, I may make all decisions and exercise aI! powers and ciscretians granted to my Trustee under this agreement without the consent of any other Trustee. ti~~hen I am not serving as a 'T'rustee, if two Trustees are eligible to act «~ith respect to a given rrtattcr, the concurrence of both shall be required for action to be taken; if mare than two Trustees are eligible to act with respect to a given matter, the concurrence of a majority of my Trustees shall be required for action to be taken. A nonconcurring Trustee may dissent or abstain from a decision of the majority. A Trustee shall be absolved from personal liability by registering its dissent or abstention in the records of the trust.., After doing so, the dissenting; Trustee shall then act with my other 'Trustees in any way necessary or appropriate to effectuate the decision of the majority. Notwithstanding any provision of this agreement to the contrary, any 'Custee may disclaim or release, in whole or in part, by an instrument in ~~vriting, any pov~-er it holds as Trustee, irrevocably or for any period of time that the Trustee may specify. The Trustee may make the relinquishment of a power personal to the Trustee ar may relinquish the power for all sttbsequent "I'nistees. Section 14.11 Delegation of Trustee Authority; Power of Attorney Subject to the limitations set forth in Section i 5.2~, any Trustee may, by an instrument in writing, delegate to any other Trustee the right to exercise any poi-vet (including a discretionary powers granted my "Trustee in this'at;reemcnt. During the time a delegation under this Section is in effect, the "Trustee tv whom the delegation was made may exercise the potiver to the same extent as if the delegating 'Trustee had personally joined in the exercise ol~ the power. The delegating 'trustee may revoke the delegation at any time by giving written nonce of revocation to the 'T'rustee to whUm the power was delegated. My 'trustee may execute and deliver a revocable ur irrevocable poi+~er of attomey granting arty individual or entity the power to transact an~• and all business on bchall~ of my trust or any other trust created untier this agrtem~nt. "T'he power of attorney may grant to the attorney-in-fact all of the rights; powers; and discretion that my Trustee is entitled tv exercise under this agreement. Section 14.42 Additions to Separate Trusts if upon my death, or upon the termination of any trust created under this agreement, a final distribution is to be made to a person who is or is narnec~ as the primary beneficiary of another trust created or provided for under this agreement, and there is no specific indication w°hether the distribution is to be made in trust or outright, free of trust, my "Trustee shat! make the distribution to the second tntst instead of distributing the property to the bencf7ciary outright, 1'or purposes of administration, my Trustee shall treat the distribution as though it had been an original part of'the sLcond trust. 14-5 Section 14.13 Authority to Merge or Sever Trusts My Trustee may merge and consolidate a trust created under this agreement with any other trust, if the two trusts contain substantially the same terms for the same benelciaries and at least one Trustee in common. My Trustee may administer the merged and consolidated trust as a single trust or unit. If, howe~-er, a rnergcr or consolidation does not appear feasible, nzy Trustee may consolidate the ascots of the trusts for purposes of investment and trust adtrtinistration while retaining separate records and accounts for each respective trust. My Trustee; may sever any trust on a fractional basis into two or more separate and identical trusts or may segregate a specific amount or asset from the :rust property by allocation to a separate account or trusE. "fhe separate trusts may be funded on a non pro rata basis provided that funding is based on the tots! fair market value of the assets on the date: of funding. Income earned on a segregated amount or sFecif c asset after the segregation passes with the amount or asset segregated. My Trustee shall hold and administer each separate trust upon terms and conditions substantially identical tt~ those of the trust from «?hich it was severed. Subject to the terms of the trust, my Trustee may consider differences in federal tax attributes and other pertinent lactors in administering the trust property of any separate account or trust, in making applicable tax elections, and in making distributions. ~ separate trust created bv~ severance must be treated as a separate trust for all purposes from the date on which the severance is effective; however, the effective date of severance n~a}' be retroactive to a date before the date on which my 'trustee exercises the power. Section 14.14 Authority to Tertritnate Trusts If, at anv tune, m,' "I'rtrs!ee, other than an interested Trustee, in its sole discretion, determines that a trust created under this agreement is no longer economical or is otherwise inad~~isable tv administer as a trust, or if my Trustee, other than an interested Trustee, deems it to be in the best interest of my beneficiaries, my Trustee. «rithout further responsibility, may terminate the tr<rst and distribute the trust property,rncluding any undistributed net lucerne, in the following order of ariority: 'I'o me. if I am then living; If t ~m not tllc:1 living, to my husband, i~ then a bcttetlciar}~ c~#'the trust; [f I am not that living and my husband is riot then a beneficiary oI' the trust, to the bcrzcf c:iaries then entitled to mandatory distribuiion~ of net income of the trust and in the same proportions; and If none pf the lcneftciaries are entitled to mandator}- distributions of net income, to the beneficiaries then t;ligible to receive discretionary distt~ibutions oi' net income of the trust, in such amounts and shares as m;' `trustee, other thrtn an Interested Trustee, may determine. l 4-b Section 94.15 Discretionary Distribution to Fully Uti{ize Basis lrtcrease Upon Death of 8aneflciary This Section shall apply during any time there is no federal estate tax in effect and Section 1022 of the Internal Revenue Code is in effect. if I have given my "Frustee the authority to make distributions of principal to the beneficiary of a trust, my Trustee, other than an lmerested Trustee, may, from time to time, distribute to the beneficiary as much of the principal of the trust as such Trustee snag determine is advisable so that upon the death of the beneficiary the estate of the beneficiary will have sufficient appreciated assets to fully utilize the aggregate basis increase allowed under Section 1022, excluding the additional basis increase for property acquired by a surviving spouse under Section 1022(c). I3efore rrtaking a distribution of property under this Section, I request, but do not require that the Trustee determine whether there is a good reason to retain the property in crust such as whether or not the asset may be sold in the near future, the need for creditor protection by the beneficiary, protection of the beneficiary from failed marriages and protection of the asset for future generations. 'viy Trustee shall not be liable to any beneficiary fur the exercising or failing to exercise its discretion to make a distribution wider this Section. Section 14.16 1Vter~er of Corporate Fiduciary If any corporate fiduciary acting as my ~'rustce under this agreement is merged with or transfers substantially all of its mist assets to another corporation or if a corporate fiduciary changes its name, the successor shall automatically succeed to tl~e trusteeship as if originally named a q'rustee. ~1o documer_t of acceptance. of trusteeship shall be required. Section 14,17 Beneficiary's Status ilntil a "trustee receives notice of the incapacity, birth, marriage, death or other event upon «-hich a beneficiary's right to receive payments may depend, the Trustee shat! not be liable far acting or failing to act with respect to the event or for disbursements made in good faith to persons whose interest may have been affected b}r such event. Unless otheni~ise provided in this agreement, the parent or legal representative may act on behalf of a beneficiary who is a minor ar is incapacitated. ~ 'T'ntstec may rely on any inf'orr:~ation provided by a beneficiary with rcanect to the bcnefic:iary's assets and income. A Trustee shall have no independent duty to investigate th~ status of an}° bcnefciary and shall not incur any liability for failure to do so. Section 14.18 Discharge of Third Persons Persons dealing in good faith with my Trustee shall not be required to see to the proper application of money paid or property delivered to my Trustee, or to inquire into the authorit}~ of my Trustee as to any transaction. 'fbe receipt from my 'T`rustee for any money or property paid, transferred or delivered to my Trustee shall be a sufficient discharge to the person or persons paying, transferring or delivering the money or property from all liability in connection with its application. I ~-7 Section 14.19 Certificate by Trustee A written statement of my Trustee may always be relied upon b~~, and shall alwav_ s be conclusive evidence in favor of, an}~ transfer agent or any other person dealing in good faith with my Trustee in reliance upon the statement. Section 'E4.2t1 Funeral and Other Expenses of Beneficiary Upon the death of an income beneficiary, my "trustee may pay the funeral expenses, burial or cremation expenses, enforceable debts and other expenses incurred due to the death of the beneficiary from trust property. '!"his Section shall only apply to the extent the income bcneflciar}~ has not exercised any testamentary power of appointment granted to him or her tinder this agreement. 1Vly "Trustee may rely upon any request b}~ the Personal Representative or members of the family of the deceased beneficiary for payment Lvitho+at verifying the validity or the amounts and without being required to see to the application of the amounts so paid. hrly 'T'rustee may make decisions under this Section without regard to any limitation on payment of expenses imposed by statute ar rule of court and may be made without obtaining the approval of any court having Jurisdiction over the administration of the deceased bene#icia~y's estate. Section 1x.21 Marital Deduction Qua!(ficatian 1 intend that the marital gift as described in Article Seven of this agreement qualify for the federal estate tax marital deduction, and the provisions of this agreement shall be construed to reflect this intent. 'To the extent that giving effect to a provision of this agreement v~•ould result is the marital gift not qualifying for the federal estate tax unlimited marital deduction, that provision shall be ineffective. 1 ~-8 Article Fifteen l4ly Trustee's Powers Section '15.0'i introduction to Trustee's Powers Except as otherwise specifically provided in this agreement, my Trustee may exercise, without prior approval from any court, all the powers conferred by this agreement and any powers conferred by law, including, without limitation, those powers set forth under the cornman law or statutory law of the Commom~•ealth of Pennsylvania or any other jurisdiction whose lour applies to this trust. The powers set forth in the Pennsyl~~ania Probate, Estates and Fiduciaries Cade are specifically incorporated into this trust agreement. The po«-ers conferred upon my 'trustee by law, including those powers conferred by the Pennsylvania Probate, Estates and Fiduciaries Code, shall be subject to any express limitations or contrary directions a©ntained in this agreement. My Trustee shall exercise these powers in the manner my Trustee determines to be in the best interests of the beneficiaries. My 'T'rustee shall not exercise any of its powers in a nnanner that is inconsistent ~4~ith the right of the beneficiaries to the beneficial enjoyment of the trust property in accordance with the general principles of the law of trusts. The Trustee of a trust may have duties and responsibilities in addition to those described in this agreement. l encourage my Trustee to obtain appropriate legal adtijice if m}~ Trustee has any questions concerning its duties and responsibilities as Trustee. Section 'i3.02 Execution of Documents by IUiy Trustee My Trustee may execute and deliver any and all instruments in writing that my ~'rustee considers necessary to carry out any of the powers granted in this agreement. Section t5.a3 Investment Powers in General My Trustee may invest in ar~y type of investment that m}~ 7'rastee determines is consistent with the investment goals ofmy trust, whether inside or outside the geo~~raphic borders of the United States of America 'and its possessions ar territories, taking into account my trust's c~vcrall invest~ncnt portfolio. Without limiting my Trustee's investment authority in any way, 1 req~~cst that my '1'rustec exercise reasonable care and skill in selecting and retaining trust in~~cst~nents. 1 else request that my '1'rustec take into account the following; factors in choosing in~restrnents for m}J trust: The potential return from the investment, bath in the form vl' income and appr~;ciation; 'the potential i7comc tax consequences of the investment; The investment's potential for volatilit};and The role tl-,e investrent «~ill play in the trust's portfolio. 15-1 I request that my Trustee, in arranging the investment portfolio of the trust, also consider the possible effects of inflation or deflation, changes in global and U.S. economic conditions, transaction expenses, and the trust's need for liquidity. My Trustee may delegate its discretion to manage trust investments to any registered investment adviser or corporate fiduciary. Section 15.Od Banking Powers My Trustee may establish bank accounts of any type in one or more banking institutions that my Trustee may choose. Niy Trustee may open accounts in the name of my "trustee (with or without disclosing fiduciary capacity) or in the name of the trust. When an account is in the name of the trust, checks on that account and authorized signatures need not disclose the fiduciary nature of the account or refer to any trust or Trustee. An account from which my Trustee makes frequent disbursements need nat be an interest bearing account. My Trustez ma}t authorize ~vithdrautaIs from an account by check, draft or other instrument ar in anv other manner. Section 13.05 Business Powers I~iy Trustee is authorized to serve as an officer; director, manager, or in any other capacity of any proprietorship, partnership, joins venture, corporation, or other enterprisey in which the trust has an interest (~vhother or not such interest is total or controlling). My Trustee may recci~te comper_sation for services. My Trustee may contract v~•ith and otherwise deal utith any such enterprise in the same manner as it wou]d with any enterprise in which the trust has no interest, a~~d may use any toting power my Trustee may have tv implement its authority (whLthcr as Trustee or as an officer, director, ar other official of the enterprise). ~~4'ith respect to any units in a limited liability cornpany, limited partnership; or stock in a closely-held corporation ("closet}~-hLld company'`} that are contributed to the trust, the pouters granted to my Trustee in this Article shall not disqualify my Trustee from acting personally and independently, and not in a fiduciary capacity, with respect to any closely held company: from holding off ice in the closely held company, from accepting remuneration from the: clasLl}°-held company, frUm voting any units or stock in favor of the Trustee as a director or oiT~ccr of the closely-held company, or #iom purchasing or selling units or stock of the closel~~-h°~Id company. If the trust owns or 4cquires an :nt~r~st in a business as a shareholdf~r, partner, sole proprietor, member, participant in a joint venture or otherwise, my 'l~rustcc may exercise the; authority and discretion provia~d for in this Sc;ctit~n. The powers granted in this Section are in addition to and not in limitation of all other powers granted to my Trustee in this agreement. {a} Nv Duty to Diversify Notwithstanding any duty to diversify imposed b}t state law; my Trustee may retain any business in «~hich the trust has an o«mership interest even though the interest may const'stute all or a substantial portion of the trust property, I recognize that the value of anon-controlling interest in a ] ~-2 business entity may be less than the underlying value of the net assets of the entity. Nonetheless, I authorize my Trustee to retain non-controlling business interests owned by the trust. {b) Specific Management Powers My Trustee shall have all power and authority necessary to manage and operate any business awned by the trust: whether directly or indirectly, including, without limitation, the express powers set forth in this subsection. My Trustee may participate directly in the conduct of the business, by serving as a general partner of a limited partnership, a member, manager or managing member of a limited liability company, or a shareholder of a corporation, or may employ others to serve in that capacity. My Trustee may take part in the management of the business and delegate duties with respect to management, together with the requisite powers, to any employee;, manager, partner or associate of the business, without incurring any liabiIit}~ for the delegation. 'I'o the extent that the business interest held by the trust is not one that includes management powers (such as a minority stock interest, limited partnership interest, or a membership interest in a limited liabilit}- company}, my Trustee shall have no obligation to supervisz the management of the underlying assets, and no liability for the actions of those who do manage the business. Viy Trustee may enter into management agreements and nominee agreements whereby my Trustee and the trust may sense as the exclusive manager or nornine;e of property or property interests on behalf of any limited partnership, limited liability company or corporation. My Z'n~stee, individually or if my "I~rustec is a corporate fiduciary ar an employee of the Trustee, may act as a director, general or limited partner, associate ar officer of the business. l~iy "fn~stee mar participate with any other person or entity- in the formation or continuation of a partnership either as a general or limited partner, or in an}~ joint venture. Niy "1'rustcc: shall have and exercise all the powc;rs of manzgcmcnt ne~c;ssarv and incidental to a membership in thr partnership, limited partnership, or joint venture, including the making of charitable contributions. My 'l~rustee may reduce, Lxpand, limit or otherwise adjust the operation or policy of the business. My Trustee may subject the principal and income of the trust to the risks of the business for such term or period as my 7'rustea ma}~ deterrninc. My Trustee may advance money or other property to any business in which the trust has an interest, make loans (subordinated or other~~~ise) oi' cash or securities to the business and guarantee the loans of others made to the business. 'vlV Trustee may borrow money for the business, dither 1 ~-3 alone or v~~ith other persons interested in the business, and secure any such loan or loans by a pledge ar mortgage of any part of any trust properly. My Trustee may select and vote for directors, partners, associates and officers of the business. My Trustee ma}~ enter into owners' agreements «rith a business in which the trust has an interest ar with the other owners of the business. My Trustee may execute agreements and amendments to agreements that are r1~C~SS~rv to the nnPratinft of the }111C1nPCC in~l»r~ina hi,~,t nit lirnitPrt t~ ~ o~ ~~~. , stocldlolder agreements, partnership agreements, buy-sell agreements and operating agreements for Iimited liability companies. Iviy Trustee may generally exercise any and all pouters necessary for the continuation, management, sale or dissolution of the business. My Trustee may participate in the sale, reorganization, merger, eonsplidation, recapitalization, or liquidation of the business. iViy 'T'rustee may sell or liquidate the business or business interest on such price and on such terms as my "trustee deems advisable and in the best interests of the trust and the beneficiaries. ivly Trustee may sell any business interest held by the trust to one or more of the beneficiaries of this trust or to any truss in tivhich a majority of the beneficiaries are one or more of the benel•;ciaries of this trust. "l~he sale may be made in exchange for cash, a private annuity, an installment note or any combination thereof. Iti1y Trustee may exercise alI of th agreement even though my Trustee othen~~ise in~•olved with the business. e business powers granted in this may be personally invested in yr (c) Business Liabilities if any tort or contract liability irises in connection with the business, and if the trust is a responsible party with regard to the liability, my "l~rustec shalt satisfy the liabilit;~ first from tho assets of the business. and only then Isom other trust proper<y. (dl Trustee Compensation In addition to the Trustee compensation set forth in Section i ~.0~, my "trustee may ret:civ~ additional reasonable compensation for scrvic:cs in connection with the operation oI~ the business. ~'fy Trustee may recei~~e this compensation directly from the business, from the trust or partly from bath. (e} Conflicts of Interest My Trustee may exercise all of the po«~crs granted in this trust agreement even though my Trustee cnay be involved ~~~ith or ha~~e a personal interest in the business. 1 J-~ Section 15.06 Contract Powers My Trustee may sell at public or private sale, transfer, exchange for other property, and othen~rise dispose of trust property for consideration and upon terms and conditions that my Trustee deerr~s advisable. My 'T'rustee may grant options of env duration #Or any such sales, exchanges, or transfers of trust property. My 'Trustee may inter into contracts, and may deliver deeds or other instntments, that m_v Trustee deems appropriate. Section 15.fl7 common investments For purposes of convenience with regard to the administration and investment of the trust property, my Trustee may invest part or all of the trust property jointly u~tth trust propert}~ of other trusts for which my Trustee is also searing as a Trustee. For this purpose, a corporate fiduciar3~ acting as my Trustee may use common funds for investment. Vvhen trust property is managed and invested in this manner, my 'T'rustee shall maintain records that sufficiently identify that portion of the jointly invested assets that constitute the trust property of this trust. Section 15.08 Envirvrtmaniat #'owers NSy `t'rustee shalt have the right to inspect trust property to determine compliance with or to respond to any environmental law affecting the trust property. "Ernvironrnental [aw" shall mean any federal, state, or local lativ, rule, regulation, or ordinance relating to protection of the environment or of human health. 1Viy Trustee may refuse to accept property if my Trustee determines that the property is or nlay be contaminated by any hazardous substance or is or was used far any purpose involving ha7,~~rdous substances that could create liability to the trust or to my 'I`ruslc',c. My 'I'rtistce inay use and expend trust property to (i) conduct environmental assessments, audits or site monitoring; (ii) take remedial action to contain, clean up or romulle any ha7~rdous substance including a spill, discharge or contamination; (iii) institute, contest or settle legal proceedings brought by a private litigant or any local, state, ar federal agetlcv concerned with environmental compliance; (iv) comply with any order issued by piny court or 6}~ any local; statc~, or federal agency- directing an assessment, abatcrn~nt or clean-up of any hazardous substance: and (v) employ agents, consultants grid legal counsel iu assist m~~ Trustee in these actions. My 't'rustee shall not be liable for any loss or reduction in value sustained by my treat as a result of my 'Trustee's retention of property on which hazardous materials or st~bstanccs r~yuiring remedial action are disco~•ered unless my 't'rustee contributed to the resulting loss or reduction in value through willful misconduct ar gross negligence. My 'Trustee shall not be liable to any benofiCjtiry or to any other party for any d`crease in the value of trust property as a result of my~ Trustee's compliance with any cnvironlrental law, including any reporting requirement. My 'Trustee may release, relinQuish or disclaim any power held by my 'rrustcc that my 'Trustee determines may cause my •1'rustce to incur individual liability under any environmental law. 1 ~-~ Section 15.09 Farming and Ranching Operations if the trust owns or acquires an interest in a farm, ranch or other agricutturaf property or business, my Trustee may exercise the authority and discretion pror•ided for in this Section. The powers granted in this Section are in addition to and not in limitation of all other poi}•ers granted to my Trustee in this agreement. {a~ Authority to Operate the Farm ar Ranch Notv~vithstanding an}° duty to diversify imposed by State la«v, my 'I'rustcc ~wV rr-tain ~nl'I rllrltinl)sa to nnPr7t~• a ~ ,rrv~ n.• re,.~n{~ nila., 1.,.,.,.L. rl„~ J .M vva -~a~M\. -V V~./ViGiIV N ~a{til Vi 1GN~"a- 1.•~V~1 t11VU~'Jl ~ljV interest may constitute all or a substantial portion of the trust property. My Trustee may take part in the management of the farm or ranch or hire a farm manager or a professional farm management service, Nly Trustee may delegate arty of the poti~vers authorized by this Section to a hired farm manager or professional farm management service. My Trustee may purchase, sci1, hold, manage, aperatz, lease, improve and maintair, the farm or ranch, or any interests in the farm or ranch, ar~d in general deal with and do all things necessary to operate the farm or ranch as my Trustee deems advisable. My "trustee rrtay buy, sell and raise livestock; plant, cultivate; harvest and self cash crops; produce timber ar forest products for Sale; or lease or rent all or part of the farm or ranch for cash or a share of the crops. My Trustee may contract with hired labor, tenants or sharecroppers. 1b1y Trustee may construct, repair and ir.~prove farm buildings, fences and other farm or ranch structures including drainage facilities, dig and maintain uvells, ponds and lagoons. and participate in cooperative agreements concerning water rights anti ditch rights. My 1'rustec may purchase or rent any kind of farm machinery, equipment; seed and seed necessary for the operation ~#'the farm or ranch. M}~ '1'rustec may use approved soil conservation practices in order to conserve; improve; and maintain the praciuctivity of the soil. and ma}~ engage in timber or forest conserti•ation practices. N1 'l~rustee may engage anti participate in an;~ farm probrnm sponsored by an}~ #edcrv~l, statE or local getvcr~nntental ~:genc}'. (b} Business Liabitiities !f' any tart or contract liability arises in cor~ncction with the farm or ranch; and il' the mist is a responsible party tivith regard to the liability, my Trustee shall satisfy the liability first from the assets of the farm or ranch, and only then from other trust property. (c) Trustee Compensation !n addition to the Trustee compensalio:t set forth in Section 1 ~.OS, my Trustee may receive additional reasonable compensation 1'or services in connection with the operation of a farm or ranch. My `T'rustee may receivo 1 ~-6 this compensation directly from the farm or ranch, from the trust or partly from both. (dl Canfllcts ofi Interest 14iy Trustee may exercise all of the powers granted in this trust agreement e4~en though my Trustee may be involved with or have a personal interest in the farm or ranch. Section 15.10 Insurance Powers My Trustee ma}~ purchase, accept, hold, and deal with as o~~mer, policies of instuance on my life, the life of~ any beneficiary, or on the life of any person in w1ZOrn ally beneficiary has an insurable interest. My Trustee may purchase disability, medical, liability; long-term health care and other insurance on behalf of and for tho benefit of any beneficiary. ~Iy Trustee may purchase aruiuities and similar investments for any beneficiary. Nly Trustee shall hati~e the power to execute or cancel any automatic premium loan agreement with respect to any policy, and shall have the power to elect or cancel any automatic premium Ioan provision in a life insurance policy. ~vlv 'T'rustee may borrow money to pay prcrniums due on any policy, either by borrowing from the company issuing the policy or from another source. IViy Trustee may assign the policy as security for the loan. My Trustee shall have the po«•er to exercise any option contained in a policy with regard to any dividend or share of surplus apportioned to the policy, to reduce the amount of a policy or convert or exchange the policy, or to surrender a policy at any time for its cash r•alue. My Trustee may elect any paid-up insurance or extended term insurance nonforfeiturc option contained in a policy. My Trustee shall have the pourer to sell any policy at its fair market value to anyone having an insurable interest in the policies including the insured. My 'I~rustce shall have the right to exercise any other right, option, or bencfrt corttain~d in a policy or t:crf3litted by tllc insurance company issuing the policy. tlpon torminatEOn of the trust, my Trustee shall ha<<e the po«~cr to transfer and assign the policies held b~• th~~ truss as a distribution of tr«st p=opcrty. Section 15.91 Loans artid Borrowing Powers M}~ "Trustee may make secured or unsecured loans to any person (including a bcncficiaty), entity, trust or estate, for any term or payable on demand, with or without interest. My "trustee may enter into or modif}~ the terms of any mortgage or security agreement granted in connection with any loan and may release or foreclose on the mortgage or security. My Trustee may borrow money at interest rates and on other terms that it deems advisable from any person, institution or other source including, in the case of a corporate fiduciary, its own banking or commercial lending department. l :-7 My Trustee may encumber trust property by mortgages, pledges and other hypothecation and shall have the power to enter into any mortgage, whether as a mortgagee or mortgagor even though the term may extend beyond the termination of the trust and beyond the period that is required for an interest created under this agreement to vest in order to be valid under the rule against perpetuities. My 'T'rustee may purchase, se31 at public or private sale, trade, renew, modify, and extend mortgages. NIy Trustee may accept deeds in lieu of f'areclasure. vvv~:vii ~ v.1 ~ f;v~~iiiiiv°c Dv`ir'vi j My Trustee may hold real estate, securities and any other trust property in the name of a nominee or in any other form without disclosing the existence of any trust or fiduciary capacity. Section '15.13 Oil, Gas and illtineraf Interests My '1'nistee may acquiro, maintain, develop and exploit, either alone or jointly with others, any oil, gas, coal, minerals or other natural resource rights or interests. l~fy Trustee may drill, test, explore, mine, develop, extract, remove, convert, manage, retain, store, sell and exchange any of such rights and interests on terms and for a price that myr 'Crustce deems advisable. lvly Z'rustec may execute leases, pooling and uniti•ration agreements and other types of agreements in connection with such oil, gas, coal, mineral and other natural resource rights and interests even though such arrangements may extend bcycsnd the termination of the trust. My Trustee may execute division orders, transfer orders, releases, assignments, farm outs, and ar!}~ other instruments that it deems proper. My 'Trustee ma}' employ the services of consultants and outside specialists in connection with the evaluation, management, acquisition, disposition, and development of any mineral interest, and may pay the cost of the services from the principa! and income of the crust property, Section 15.14 Payment of Taxes and Expenses Except 1s othcrti~~isc provided in this agreement. my 'trustee is authorifcd to pay all prupc;rty taxes; assessments, fees, charges, and ether c~cpcrises incurred in the administration or protection of the trust. e111 payments shall be a charge against the trust property and shall be paid by my 't'rustee out cif the income, or to the extent that the ine0~nc is insufficient, then otEt of the principal of the crust property. "I~c determination of my 'T'rustee with respect to the payment oi' expenses shall be conclusive upon the beneficiaries. Section 'f5.'l5 Duatified Family Owned Business ]nterests Deduction My Trustee, other than an interested 'trustee, shall have the power to amend the Terms of a tntst holding "qualified family-o«-ned business interests" as defined in Section 205? of the Internal Revenue Code, in order tv permit trust property to qualify for the "family 15-8 owned business deduction," even 'tf the amendment changes beneficial interests and that directs the segregation of trust property into more than one trust. Section 15.16 Qualified Reat Property Valuation My Trustee, other than an Interested Trustee, shall have the power to amend the terms of a trust holding "qualified real property" as defined in Section 2032A of the Internal Revenue Code, in order to permit the qualifed real property to qualify or continue to qualify for special use valuation permitted under Section 20s2A, even if the amendment Llld[lge~ bCne S(:ldl inieresis and that directs the segregation of trUSi property into more than one trust. Section iS.'t7 4ualified Tuition Programs My "trustee may purchase tuition credits or certificates or make contributions to an account in one or snore qualified tuition programs as defined under Section 529 of the Internal Revenue Cflde on behalf of a beneficiary #'or the purpose of meeting the qualiltcd higher education expenses of the beneficiary. ~Nith respect to an interest in any qualifed tuition prograrrt, my "Trustee is authorized to act as contributor (or similar designation given to the person who maintains control of an interest in the qualified tuition program) and take any and all actions to administer the interest, including, ~4-ithout limitation, the following: To designate and change the designated beneficiary of the interest in the qualified tuition program; "1'o request tivithdrawals, bath qualified ar~d nonqualified; To select among investment options and to reallocate funds in the interest in the qualifed tuition program among different investment options; To mak~ rollo~~crs to another qualified tuition program; and "1'o determine the allocation of any ta?~ benefits or penalties to the beneficiaries o f the tntst. Nottti~ithstanding an}~Fhing in this paragraph to the contrary, the designated beneficiary at all ti~ncs must he a bcncficiary of the trust From which the funds were distributed to establish the interest in the qualified tuition program. Fl Trust~~c's in~~csnncrt ire a yualificd tuition program shall rot be considrrLd a delegation of investment responsibilitt- under anv applicable statute or usher aw~. Section 15.'t8 Real Estate Powers lviy 'Trustee may se[1 at public or private salt, convey, purchase, exchange; lease for any period, mortgage. manage, alter, improve and in general deal in and with real property in such manner and on such terms and conditions as my 'I~rustee deems appropriate. My Trustee may grant or release easements in or over, subdivide, partition, develop, raze impravernents, and abandon, any real propert}~. My Trustee may manage real estate in any manner that rn}~ "trustee deems best and shall have a!i other real estate powers necessary for this purpose. 1 ~-9 1vI}~ Trustee may enter into contracts to sell real estate. My Trustee may enter into leases and grant options to lease trust property even though the term of the agreement extends beyond the termination of the trust and be}'and the period that is required for an interest created under this Agreement to vest in order to be valid under the rule against perpetuities. For such purposes, my Trustee may enter into any contracts, covenants and warranty agreements that my Trustee deems appropriate. section 95.13 Residences and Tangible Personal Property jr'iy `i'r`41Ji~ry iiiay aCyiiir~,, ii~aiijtaiii wid ir1i~G5i iii aIi}+ TCSiderlee for L[1C LISC anca DCn~llt oI the beneficiaries, whether or not the residence is income producing and without regard to the proportion that the value of the residence may bear to the total value of the trust property and even if retaining the residence involves financial risks that trustees ~~~ould not ordinarily incur. ;vty Trustee may pay or make arrangerrients for others to pay all carrying oasts of the residence, including, but not limited to, taxes, assessments, insurance, expenses of maintaining the residence in suitable repair, and other expenses relating to the operation of the residence for the benefit of the beneficiaries. My `t'rustee may acquire, maintain anti invest in articles of tangible personal property; tivhethcr or not the property is income producing, and may pay the expenses of the repair and maintenance of the property. lviy 7'rtistee shall have no duty to com~ert tho property referred to in this Section to productive property except as required by other provisions of this agreement. My Trustee may permit anyf income beneficiary of the trust to occ~1py any real property or use any personal property owned by the trust on terms or arrangements that my Trustee may determine, including rent free or in consideration for the payment of taxes, insurance, maintenance, repairs, or other charges. lvty 'Trustee shall have nv liability for any dcprcciation or loss as a result of the retention of any property retained or acyuircd under the authority of this Section. Section 95.20 Retention and Abandonment of Trust Property ~Ay "l'nistee may retain. ~~-itlivut liability for deT-rcciation or loss resulting from retention, any propert<< constitt-ting the trust at the time of its creation; at the tin~c of Lr_y dcatit or as the result of the exercise of a stock option. My 'l~rustce tnay retain property, not~vithstandi~~b the fact that the propert,• ma;• not be of the: character prescribed by law tar the investment of assets held by a fiduciary, and not«~ithstattding the fact that retention may result in inadequate diversification un:ler an}° apl;licablc Prudent Inve>tvr pct or other applicable 1a~4~. i\•iy Trustee may bald property that is nnn-incorrte producing or is othcn~~isc nonproductive if .holding the property is, in the sole and absolute discretion of m}~ Trustee, in the best intc;rests of the beneficiaries. On the other hand, except when 1 am serving as a `l'rustce, m}~ 't'rustee shall invest contributions of cash and cash equivalents as soon as reasonably practical after the assets have been acquired by the trust. Ivly 'T'rustee is permitted to retain a reasonable amount in cash or money rrtarkct accounts in order to pay anticipated expenses and other costs and tv provide for anticipated distributions to or for the benefit of a beneficiary. ~~-lU Niy Trustee may abandon any trust property that rrty 'T'rustee deems tv be of insignificant value. Sectio+t 15.2't Securities, Brokerage and Margin Powers My "rrttstee may buy, sell, trade and otherv~-ise deal in stocks, bonds, investment companies, mutual funds, common trust funds, commodities, options and other securities of any kind and in any amount, including short sales. ?vIy Trustee may write and purchase call or put options, and other derivative securities. My Trustee may maintain .M Qrh, ~, ~nn~..r+•n i11, Lt,~n ~r.... ., .~ 1_,.~~ ~~~~ 7__- il~ua bill G1LLV Ut1W Yrl~l[ b1VA1.1 ~1~'G !11[[[J C711L1 I1[Gi~ ~11 C:Ll~~i .7CV~.lrllt(-i~ [U 5~~.ur~ jU~~ ~~U advances rnadc to my 'Trustee or to or for the benefit of a beneficiary. I~1y Trustee may place all or any part of the securities held by the trust in the custody of a bank or trust company. Yiy Trustee may have all securities registered in the name of the bank or trust company or in the name of its nominee. My Trustee may appoint the bank or trust company as the agent or attorney in fact to collect, receive, receipt for and disburse ar,y income and generally to perform the duties and services incident to a custodian v#' accounts. My Trustee may employ abroker-dealer as a custodian for securities held by the trust and may register the securities in the name of the broker-dealer or in the name of a nominee with ar w°ithaut the addition of tivords indicating that the securities are held in a fiduciary capacity. ilrly 'T'rustee may bold securities in bearer ar uncertificated farm and may use a central depository, clearing; agency or book-entry system; such as 't'he Dcpositor}~ Trust Company, Euroclear or the Federal Reserve Bank of ?slew York. My Trustee may participate in any reorganization, recapitalization, merger or similar transaction. My Trustee mdy exercise or sell conversion or subscription rights far securities of all kinds and description. M}• Trustee mdy give proxies or powers of attorney that may be discretionar}~ and ~}~ith or without powers of substitution. Iv1y "Trustee may vote or refrain !'tom voting as to any tnatt~r. Section 13.22 SettEement Powers My Trustee may settle, by compromise, adjustment, arbitration or othenr~isc any and all claims and demands in ta~ror of or against the trust. My 'I'rr:stee may release ar abandon ar.}~ claim in fa.•or ;~f the: trust. Section 15.23 Sub-Chapter S Corporation Stock Provisions After my death and during arty period when the trust is not treated for tax purposes as a grantor trust under Section 671 0#' the Internal Reti~enue Cade, my 'I"rustc;e may elect to hold any S corporation stock held by the trust as a separate "electing small business trust'' as de#ined in Section 1361(e)(1) or as a separate '`qualified subchapter S gust," as defined in Section 1361(d}(3}. In making this detarrnination, my Trustee may consider any changes to the terms and conditions of the trust that will be required as a result of either election. l~-I I For purposes of this Section, "S corporation stock" shall mean all capital stock issued by a corporation (or other entity taxable as a corporation for federal income tax purposes} that is treated, or intends to be treated under Section 1361(a}, as an "S corporation" for federal income tax purposes. (a} Electing Treatment as an Electing Small Business Trust Yf my Trustee elects under Section 13b1(e}(3} of the Internal Revenue Code to qualify the trust or portion thereon as an "electing small business trust,'' my 'Trustee shall: Apportion to the electing small business trust a reasonable share of the unallocated expenses of all trusts created under this agreement, in accordance with the applicable prop=iSions of the Internal Re~~enue Code and Treasury Regulations; and Administer the trust as an electing small business trust, under Section l 3b 1(e} of the ] nternal Revenue Code. (bI Electing Treatment as a Qualified Subchapter S Trust if my "rrustet: elects to treat the trust or portion thereof as a "qualified subchapter S tn~st," my Trustee shall: Refer to the qualified subchapter S trust using the sarnc; name as the trust to which the stock was originally allocated, plus the name of the current income beneficiary of the trust, followed by the letters "QSS'T;" Administer the qualified subchapter S trust in accordance with th`r same provisions contained in the trust to which the S corporation stock was originall;• allocated; provided; hcti~~c~=cr, that the provisions of this subsection shall control the adr:~inistration of the trust to the extent that they are ~neon~i~tent w~ilh the provisions of the ariaina] trust; Maintain the qualified subchapter S trust as a separate trust held for the benefit of one bcncf iciary as required in Se;:tion t 3b 1(d)(3); and Request that the current income bencficiarti° ot• the trust, with the assistance of my "Trustee, make alt election in accordance «~ith Section 1361 {d}(2) to qualif}~ the trust as a qua[i#i~d subchapter S trust within the meaning of Section l 3b l {d}(3}. ('f} Current Incame Beneficiary ~'he "c.:~rrcnt incomes beneficiary" on a qualified subchapter S trust is the person who has a presant right to recei~-e income distributions from the trust to which the S corporation stock is allocated. A qualified subchapter S trust shall have only one current income beneficiary. 15-12 If under the terms of the agreement, there is mare than one person who has a present right to receive income distributions from the trust originally holding the S corporation stock, my Trustee shall cause the S corporation stock to be segregated into separate qualified subchapter S trusts for each person who has a present right to receive income distributions. ~2) Distributions Until the first to occur of {a) the death of the current income beneficiary and {b~ the date ate ~4-hich the qualified subchapter S trust no longer holds any S corporation stock {thz "QSST termination date"), my Trustee shall distribute to the current income ben~fician°, at least annually, all of the trust's "net income." as that term is defined in Section $~ ~(b) of the Internal Revenue Code. The terms v f the trust to ~~lhich the S corporation stock was originally allocated shall govern distributions of principal from the yualihed subchapter S trust; provided, however, that until the QSST termination date, my' Trustee mzy only distribute principal to the current income beneficiary of the qualif icd subchapter S trust. (3) Allocation of Income and Expenses My Trustee shall characterize receipts and expenses a#~ ary qualified subchapter S trust in a manner consistent with Section ~43(bl of the Internal Revenue Codc. (4) Trust Merger or Consolidation ~:•lv Trustee may not merge or consolidate any qualified subchapter S trust with the assets of another trust if doing so would jeopardize the qualification of either trust as n quail#ied subchapter S trust. (c) Governance of the Trusts ~rre follo~i°ing additional pro~fisions shall apply !o are}l separate trust created under this Section. (1 } Protection of S Corporation Status ni,• 'I'rustG~ shall nc}t administer a crust holding S corporation stock in a manner that would cause the termination of the S corporation status of the entity whose stock is held as part of the trust. Therefore during any period that the trust holds S corporation stock, the terms of this agreement shall be construed in a rrtanner that is consistent ~.vith the trust qualifying as an electing small business trust or as a qualified subchapter S trust. Any 15-13 provision of this agreement that cannot be so construed or applied shall be disregarded. (2} Methods of Distribution No method of distribution permitted under this Sectivn may be used in a manner the! would jeopardize the qualification of the trust as an electing small business trust ~r as a qualif ed subchapter S trust. I"t1 F~as~fie~n ~v~ ~~vv~~v~~ Any reference in this agreement to any person acting in an individual ar fiduciary capacity, making an election for himself or for or an behalf of env other person, shall include, but not be limited to, an election made in accordance with Section 136 i (c){3), Section 13b 1(d}(2} or an,' other applicable subsection of~ Section 1361 of the Internal Revenue Code. (4} Disposition of S Corporation Stock if the continuation of any trust would, in my "T'rustee's opinion, result in the termination of the S corporation status of any entity whose stack is held as a part of the trust property, my Trustee, other than an Interested Trustee, shall have, in addition to the power to sell or otherwise dispose of the stock; the power to distribute the stock to the person who is then entitled to receive the income frvm the trust. Section 15.24 Limitation an My Trustee's Powers 1111 poi}~crs granted to nay Tn~stce under thi; agreement or by applicable 1a~~~ shall be limited as set forth in this Scction, uniLss explicitly excepted by reference tv this Sectivn. "I"he limitations set forth in this Scction shall not apply to nee. (a) An Interested Trustee Limited to Ascertainable Standards An Interested 't'rustee may rot exercise or participate in the exercise al" discretion. «~ith respect to the distribution of income or pnncipal. ur the: tenninatiun of the trust to or for the berriit of a bencficiac~~, to the ~xt~•nt that the exercise oi' such discrc:tior. is other than for the health, educ~ttic~n, maintenance or support of a bereiician~ as described under Sections ?U41 ant? ? ~ 1=I of~ the Internal Revenue Code. {b) No Distributions in Discharge of Certain Legal Obligations My Trustee may not exorcist or participate in the exercise of discretion with respect to the distribution of income or principal that ~~auld in any manner discharge a legal obligation of my "Trustee, includin~~ the obligation of support. Tf a beneficiary or any ocher pc~son has file power to remove a 'I~rustce, that Trustee may not exercise or participate in the exercise of discretion l~-1~ with respect to the distribution of income or principal that would in any manner discharge a legal obligation of the person having the power to remove the Trustee, including that person's obligation of support. {cy Insurance Policy on the t_ife of My Trustee If the trust holds a policy that insures the life of n1y `T'rustee, my Trustee shall have no right to exercise an}~ pvv~~ers or rights with respect to the policy. ~ Cotrustee serving under this agreement shall exercise the por~~ers and rights with respect to the polic}~. If the insured Trustee is the only Trustee, then an Independent Special Trustee designated under Section 3.0$ shall exercise the powers and rights titi~ith respect to the policy. If any rule of la~ti= or court decision construes the ability of th4 insured Trustee to name an Independent Special Trustee as an incident of ownership of the policy, then a majority of the then current mandatory and discretionary income beneficiaries (excluding the insured Trustee if he or she is a benel`zciary} shall select the Independent Special Tnistee. {dl Insurance Policy on a Beneficiary's Life If the trust holds a policy that insures the life of a beneficiary, the beneficiary• {acting individually or as "Trustee) shall have no po~~~er over the policy, the cash value of the polic}~, or the proceeds of the policy. "I'hc intent of this denial of power is to prevent an insured beneficiary from having ayou-er that would oonstit~fe an incident of ownership of tho policy. In addition, no distribution of income or principal to the insured bcnc~ ciar}' shall be satisfied out of the proceeds of the policy, the cash value of the policy or an}~ other economic benefit of the polic}~. "l'he limitations of this subsection shad not apply il~ the proceeds of the polic}• ~ti~ould; upon the death oi' the; beneficiary, othcrr~~isc be included i.~ the gross estate oi~the bcnelician~ for lcdcral estate tax purposes. l ~-15 Article Sixteen General Provisions Section 16.01 Maximum Term for Trusts Notwithstanding an}' other provision of this agreement to the contrary, unless terminated earlier under other provisions of this agreement, each trust created under this agreement shall terminate upon the expiration of the longest period that property may be held in trust under this agreement without violating the applicable rule against perpetuities. If the applicable rule against perpetuities for trusts is determined by referenced to the death of the last to die among a group of indi~•iduals living on the date of my death, the group of individuals shall consist of the descendants of my rnatc~rnal and paternal grandparents and the descendants of my husband's maternal and paternal grandparents who are living at the time of my death. At that time, the ron~aining trust property shall vest in and be distributed tQ the persons entitled to rc;ceive mandatory distributions of net income of the trust and in the same proportions. tf na heneftciary is entitled to mandatory distributions of net income, the remaining trust property shall vest in and be distributed to the beneficiaries entitled to receir•e discretionary distributions of net income of the trust, in equal shares per stirpes. Section 1fi.02 Spendthrift Provision 1\~eiiher the income nor the principal of the trust propcrt}r may be assigned, anticipated or alienated in any rn~nner by any beneficiary, nor shall it be subject to attachment; bankruptcy proceedings or any other legal process, or to the interference or control of creditors or others. Nothing contained in this Section shalt restrict in any way the escrcise of any power of appointment grant~:d in this agreement. Section 16.03 Contest Provision !t; after rrcc~iving a copy ot~ this Section, any person shall, in any manger, directly or indirectly. attempt to contest or oppose the validity of this agreement, ;including an}' amcndirent to this agreement), o. commences; continues or prosectEtos any legal procrcdinc;s to set this agrcem~nt :side, thou such person shall forfeit his or her share, cease tU ha~~c• piny right or interest in the trust prope:-tY, and shad. for purposes of this agreement be dezmc;J to have predeceased me. 'Phis SCGtion ana}~ not be applied so as to cause a forfeiture of any distribution other~~~isc quaIi(ying for the federat estate tax marital deduction or charitable deduction. Section 16.44 Survivorship Presumption if my husband and I die under circumstances in which the order of our deaths cannot be established, my husband r~rilt be deemed to have sun~ived me. If any oth~~:- beneficiary is living at my death, but dies within 34 da}'s after my death, then the beneficiary «~itt he deemed to have predeceased me for purposes of this agreement. Ib-l Section 16.05 Divorce ar Annulment If my marriage to my husband ends by divorce or annulment, my husband shall cease to be a beneficiary under this agreement and shall be created far purposes of this agreement as though he predeceased me. If my husband is serving as my 'T'rustee at the time that my marriage to my husband ends, he shall cease to be a Trustee. Section 98.06 Changing the Situs of Administration M}' Trustee may, at an}• time, remove all or any part of the property or the situs of adriiinistraiion of the trust from one jurisdiction to another. 1vly Trustee may elect, by filing an instrur:~ent with the trust retards, that the trust shall thereafter be construed, regulated and governed as to administration by the la`vs off' the new jurisdiction. My Trustee may take action tinder this Section for any purpose my Trustee deems appropriate, including the rninirnization of any taxes in respect of the trust or any bcneficiar}' of such trust. If necessary, the beneficiaries entitled to receive distributions of net income under the trust may, by majority consent, appoint a corporate fiduciary in the new sites. If a beneficiary is a minor or is incapacitated, the parent or legal representative of the beneficiary may act on behalf of the beneficiary. Section 1fi.07 Definitions l~or purposes of this agreement, the following terms have the follo~~fing meanings: (a) Adopted and Afterborn Persons A legally adapted person in any generation and his or her descendants, including adopted descendants, has the same rights and shall be treated in the same manner u:rder this agreement as naturaE children of the adopting parent, protjicTed such person is legally adopted prior to attaining the age of 18 years. A person is deemed to be legally adopted if the adoption teas legal in the jurisdiction in which it occurred at the time that it occurred. A fetus in utcro th~3t is later born aline shall be considered a person in being during the Feriod of gestation. (b) Agreement '1':R:' term "this agreement" means this trust agreement and includes all !rusts cri:ated tender the terms of this agreement. (c) Charitable Qrganization "E'he terrors "oharitabie vrganizatinn," `'ciualific;d charitable organisation.'' or `'charity" means any charitable arganizatiort of a type described in Sections ? 70(cl. 205{a}, and ?~22{a; af'the Internal iZcvenue Code. (d~ Descendants The temp '`descendants" shall include a person's lineal descendants of all generations. 162 (~} Education The term "education" is intended to be an ascertainable standard in accordance v~rith Section 20~ 1 and Section 2514 of the Internal Revenue Code and shall include, but not be limited to: Enrollment at private elementary, junior and senior high school including boarding school; Undergraduate and graduate study in any field at a college nr ~i~i~~eTSity Specialized, vocational or professional training or instruction at any institution, including pri~~ate instruction; and Any other curriculum or activity that my Trustee rriay deem useful for dc;veloping the abilities and interests of a beneficiary including; without limitation, athletic training, musical instruction, theatrical training, the arts and travel. T11e term "education" shall also include distributions made by my 'trustee for expenses such as tuition, room and board, fees, books and supplies, tutoring and transportation and a reasonable allowance for living expenses. (fl Incapacity F,scept as otherwise provided in this agreement, a person is deemed incapacitated in any one of the following circumstances. (i} The Opinion of Two Licensed Physicians ~n indi~~idual shall be deemed incapacitated whenever, in the written opinion of two licensed physicia~~s, the individual is unable to effectively manage his or her property or financial affairs; «lhether as a result at' ago, illness; use of prescription medications, drugs or other substances, or any other cause. An individual shall be deern~d restored to capacit}~ ~vhcnivcr the indi~~idual's personal or attending physician pro~~idcs fi «~ritten opinion that the: individual is able to rfiectit~cly manage his ar her propcrt~~ and financial affairs. (2} Court Determination An individual is deemed incapacitated if a court of competent jurisdiction has declared the indi~•idual to be disabled, incompetent or legally incapacitated. (3) Detention, Disappearance or Absence f1n individual is deemed incapacitated whenever he or she cannot effectively manage his or her property or financial affairs due to the individual's unexplained disappearance ar l b-3 absence for more than 3a days, or whenever he or she is detained under duress. An individual's disappearance or absence or detention under duress may be established by an affidavit of my "Trustee, or, if no "l'rustee is serti~ing, by the affidavit of any beneficiar}~. The affida~~it shall describe the circumstances of the individual's disappearance, absence or detention and may be relied upon by any third party dealing 'sn good faith with my "Trustee in reliance upon the affidavit. (9I Income Ben+~ficiary 'I~hc term `'income beneficiary" means an}~ benef ciar<~ who is then entitled to receive distributions of the net income of the trust, whether mandatory or discretionary. Unless othcrtivise provided in this agreement: the phrase "majority of the income beneficiaries" means any combination of incorno beneficiaries ~~ho, if all accrued net income were distributed on the day of a votes by the beneficiaries, would receive more than ~0% of the accrued net income. For purposes of this calculation, beneficiaries ~~~ho are eligible to receive discretionary distributions of net income are deemed to receive the income in cyt~al shares. References io a "majority" refer to a majority of the entire trust collectively until my Trustee allocates property to separate trusts or trust shares. Alier the allocation of property to separate trusts or trust shares, references to a `'majority" refer to a majority of each separate truss or mast share. (h) Income in Respect of a Decedent (IRD) The term `~incomc in respect of a decedent" or `'IRD'' means income rccci~~cd alter a decedent's death that «~ould hti~~c been taxable to the decedent il~ the income had been received by :he decedent during the decedent's lifetime. 1=or example, pa~~mcnts ;indcr qualified retirement plans and other deferred compensation arrangements arc IRD. For purposes of this agreement, 1RI3 means any incoFnc that «~ould b~ classified as 1RI) under Section 69I(a) of the Internal Revenue Cody. (ij Independent Trustee 'The term '`independent Tn~stee" means a Trustco who is not an Interested Trustee as defined in subsection (j) and includes an Independent Special "I'ntstee appointed under the provisions of Section 3.d8. V4~`henever (1 } a power is granted exclusively to an independent Trustee or (2} the phrase "other than an Interested 'Trustee" is used, then the power or discretion may bz exercised only by an Independent Trustee. whenever this agreement specifically prohibits an Ir+.terested 'T'rustee from exercising discretion or performing an act, then only an Independent Trustco may exercise that discretion or perform that act. 1 G-~ (j} Interestetl Trustee The term "Interested Trustee" means {1) a Trustee who is a transferor of property to the trust; {2} a Trustee who is a beneficiary of the trust; (3) a Trustee who is related or subordinate within the meaning of Section b72{c) of the Internal Revenue Code to a transferor of property to the trust or a beneficiary of the trust; or (4) a Trustee whom a transferor of property to the t~•itst or a beneficiary of the trust can remove and replace by appointing a Trustee that is related or subordinate to the beneficiary within inc ~ncari~rig of ocCtion o «tc1 of the rnteina~ t~e<<eriue t,oae. For purposes of this subsection "a transferor of propert}~ to the trust" includes a person whose qualif ed disclaimer resulted in property passing to the trust. l~or purposes of this subsection "a beneficiary of~ the trust'' means a person who is yr in the future may be eligible to receive incofne or principal from the trust pursuant tt~ the terms of the trust. A person shall be considered a beneficiary of a trust el•en if lte or she has only a remote contingent remainder interest in the trust; however, a person shall not be-considered a beneficiary of a trust if the person's only interest is as a potential appointee under a testamentary potiti~er of appointment. (k) internal Revenue Code and Treasury Reputations References to the "lntemal Revenue Codc" or to its provisions shall rc;fer to the internal Revenue Code of 1986, as aEncnded and to the corresponding Treasury Regulations, if any. References to the "Treasury Regulations,'' are to the Treasur}f Re~.ulations under the lntemal Rer~~enue {:ode ir. effr:ct from time to time. It~fcrcnce to an;~ provision ar section of that Codc is deemed to refer to ih~ provisiQ41 or section of the federal tax la~~f in affect on the date of my death that corresponds to the protifision or section referred to that was in effect at the tii~tc: of the execution of this agreement. 11' there is no provision or section at the date of my death that corresponds to such pro~~isic~n or section and ii' the estate tax has been repealed, the reference to a pr~~•ision or 5CCtivri ot~ the federal tax law shall ne~•erthrless be dc:emcd to reicr to the provisio~i or section that ~~~as in effect at the time of the; z'xec:utioF~ of this instrument or the provision that «~as in effect imm~diatel~~ l7cjt~re; the tax la~v was repealed, splei<< for the purpose: of claterminin~ tltic <~mount of propert,• that passes under a prop=ision of this instrument i f my 'i~rustee, in its sole discretion, determines that such result is rrtare consistent with my i,~terttion. In no event shall my Trustee under the po4~ers granted under the preLoding paragraph take any action that would cause any property passing under this agreement that ~~'ould otherwise gualif}° for a marital deduction, charitable deduction, special use ti~aluation or QFOl3I deduction to fail to clualil'y. l6-~ Ivry Trustee shall bear no liability far any decision made in good faith pursuant to the power granted under the terms of this section defining the term "internal Revenue Code." (IJ legal Representative or Personal Representative As used in this agreement, the term "legal representative" or "Personal Representative" means a person's guardian; conservator, executor, administrator, Trustee, or any other person or entity personally representing a person or the person's estate. (m) Per Stirpes Whenever a distribution is to be made to a person's descendants "per stirpes,'' the distribution shall he divided into as many shares as there are then living children of the person and deceased children of the person ~~~ho left then living descendants. Each then living child shall receive one share and the share of each deceased child shall be divided among the child's then living descc*~dants in the same manner. (n} Primary Benefeiary Z'hc primary beneficiary of a trust created under this agreement is the oldest income beneficiary of~ that trust unless some other individual is specifically designatc;d as the primary beneficiary of that separate trust. {v) Qualified Retirement Pian The term "qualified retircrnent plan" means a place qualifed under Section 401 of the Internal Revenue Codc, an individual retirement arrangement under Section =I0$ or Section 40Ar~ or atax-sheltered annuit}' under Section 403. The term `'qualified retirement benefits" mt:ans the amounts held in or distributed pursuant to a plan qualified under Section 401, an indi~~idual retirement arrangement under Section 408 or Section 408:'1, a tax-sheltered annuity under Section X03 ar any other benc;f t subjCct to the distribution rules of Section 40I (a}(9}, (p) Shall and ~Aay L~nless otherwise spc~ciftically provided in this agreement or by the context in ~,~~hit;IZ used, 1 use the word `'shall'' in this agrccme~t to cainm~u~d, direct car rCC~U!TC, a~td the word "mad" to allo«' or permit, but not reyuirc. In the context of m~~ '1'rustec, urhen i use the «•ord '`s~iay" I intend that my "trustee nay act in its sole and absolute discretion unless otherwise stated in this agreement. {q) Trust "I'hc terms '`this trust'' or "this trust agreement" shall refer to this agreement and all trusts created under the terms of this agreement. {r) Trustee `I~he terns "my 'Trustee" or "Tnistce" refers to the Trustee named in :'lrticle One and to any successor, substitute, replaccrncnt or additional person. corparatiof~ or other entity that is loam tune to time acting a.s the 'trustee 16-~ of any trust created under the terms of this agreement. 'I~e term "Trustee" refers to singular or plural as the context rMay require. (s} Truster The terra "Truster" has the same legal meaning as "Grantor," "Settler" or any other terra referring to the maker of a trust. (#} Trust Property The phrase '`trust property" shall be construed to mean all property held by my Trustee under this agreement, including all property that my Trustee may acquire from any source. (v} Unused Applicable Credi# Equivalent The term "Unused applicable Credit Equivalent'' means shat value of a Deceased "I'rustor's taxable Z,State determined withotct regard to the Marital Deduction that can be transFcrred at death withou# causing anv federal estate tax liability because of. 1. Any a~~aalablc; Applicable Credit ~'lmount (Unified Credit); 2. The Credit for State 17eath Ta.~c to the extent it does not increase the amount of death taxes, other than the Pennsylvania Inheritance Tax, payable to anv state; s. The Credit for Priar Transfers; ~. rlllowable Exclusion or Exemptions from the ~'axable Estate, and that is in excess of the net value of al] propert~~ includable in the taxable estate of a 1)~ceased Truster that does not qualify tar tlic marital deduction or any ather deduction; r~vhether that value passes outside of our •1'nlst (by «~ay of joint tenancy; lift insurance contrail, ~~eneCiciary Designation. «~ill or otherwise) or under other provisions of our 'Crust. Section 1.08 General Provisions and Rules of Construction 'Che followinb genera! provisions alid rules oi' construction steal! apply to this agreement: (al Quplicate Originals "phis agreement may b4 executed in any number of counterparts, rach of ti~+hich is deemed to be an original. Any person may rely upon a copy of this agreement certified under oath by my 'T'rustee to be a true copy, to the same ef~'ect as if it were an original. tb} Singu4ar and 4'lurati; Gender unless the context requires otherwise, words denoting the singular inay be construed as plural and words of the pl~:ral may be eanstrued as denoting the singular. ~~'ards of one gender may be construed as denoting another 16-7 gender as is appropriate within the context. The word "or" when used in a list of more than two items may function as both a conjunction and a diSjUriciion a5 the ConteXt requires or permits. (c~ Headings o1' Articles, Sections, and Subsections The headings of Articles, Sections, and subsections uszd within this agreement are included solely for the convenience and reference of the reader. They have no significance in the interpretation or construction of this agreement. (d) Governing State Law 'T'his agreement is governed, construed and administered according to the Iaws of the Commonwealth of Pennsylvania as from time to time amended, except as to trust property required by lativ to be governed by thL laws of another jurisdiction and unless the Situs of Administration is changed as proti~ided in Section 16.06. (e) Notices Unless others}~isc stated, whe»ever this at;reoment calls f`or notice, the notice must be in ~~Titing and must be personally delivered :vith proof of delivery, or mai]ed postage prepaid b}~ certiftcd mail, ret~arn receipt requested, to the last known address of the party requiring notice. i~~otice is effective on the date personally delivered or on the date of the return receipt. If a party gi~~ing notice does not receive the return receipt but has proof that he or she mailed the notice, notice is effective on the date it would normally have been received via certified mail. If notice is required to be given to a minor or incapacitated individual, notice must be given to the parent or legal representative of the minor or incapacitated individual. (fl Plans Not Reciprocal "I~e fact that my husband and i arc e~cccuting our estate plans concurrently shall not be construed to create an}l contractual or reciprocal obligations bet~~een us. lg} Severability "fh~ inti•alidity or ~anenfvrccabilit~.- of anti proti'ision of this a~;rccrnc;nt shall not affect the validity or enforceability of an}~ other pro~risiori e~f this agreement. If a coup of competent jurisdictivn deten~incs that any provision is in~•alid, the remaining provisions of this agreement are to be interpreted and constnied as if the invalid pro~~sion haci nc:~~~:r been included iii this agreement. 16-8 1 have executed this agreement on the day and year first above written. "Chic agreement shall be effective when signed by me, whether or not now signed by a Trustee. I certify to the officer taking my acknowledgment that I have read this trust agreement, that [ understand it, and that it correctly states the pro`isions under which my trust property is to be administered and distributed by my Trustee. r ~ ~_ ~ n ,/ f1LICE itii. GROUSE, Ttvstor and Trustee ~ / '.1 Vr'I I,IAM 13. CROUS ~, rustcc CO1ti1M0~It~v'F~'1L"rI-I OF PENNSYL~~A~ I A } } ss. COLTITY OF D.~UPI-lIN ) (Jn this day, _ ~ ~: ~ ~;o~ ,before me personally appeared :1LICF yi. GROUSE, as "Crustor and as Trustee, personally known to me (or proved to me on the basis of satisfactory evidence) to be the individual ~~~hose name is subscribed to the foregoing instrumi;nt, and acknowlecig~c ghat she executed the same as her <<oluntary act and deed for the purpascs therein contai:ted. 111~'itness my hand and official seal. ~'c~t~tr~~ Public: lti; canln:ission cxptris: GpMMQNWEALTH OF PI=NNSYi_VANiA Nota~iat Sea! La~da L Fetert~off. Notary Public peay 7wp-, lla~'~ Cour~tY PAy Commission irxpirES Nov. 8.2011 Member, Pennsylvania AssxiaGoh of Nc:arfes 16-9 COMNi01~iVdEAi.'I'I-! OF P~~~sYLVANIA } } ss. COUN~'Y OF DAUPI-II~? ) On this day, ~ ~i ~ I ~~i~$ ,before me personally appeared VVILLIAivi E. GROUSE, as Trustee, personally known to me (or proved to me on the basis of satisfactory evidence} to be the individual whose name is subscribed to the foregoing instrument, and acknotiti~ledgcd that he executed the same as his voluntary act and deed for the purposes therein contained. ~l'itness my hand and oI'#'icial seal. Notary Public 1~'Iy commission expires: COhtMONIN~A~~-1 OF PL:NNSYLVAI~IA Notarial Seal `..ir~da L. Fattertwf~. wry P~bac ferry Twp., t}~uph-ri Cout;yr iNy Commissbt~ L~Ires tiov. $, 2q'f f Member, penn~ylvArtla Assaetat~on of Notarfes 16-1d Certific~t~an +r~f 't'rust The undersigned Trustor and `trustees hereby certif}• the following; I. 7`his Certification of Trust refers to the ALICE ?vi. CR4USE LNING TRUST, dated ' ~ ~~ 1 -~~~~ under a re~~ocable trust agreement executed by ALICE M. J%ii• CROLSE as Trustor. 2. The address of the Trustor is 9~b Robert Road, Mecllanicsbt~rg, I'cnns}~l~Jania 170~~. 3. The initial 7'n!.st~es of my Trust are: ALICE M. CRt)CJSE 1~'ILLI AM L'. CRUUSE 4. "1`he prLscrtt Trustees tee: ALICE 1~~. GROUSE V~~ILLIAl41 F.. GROUSE { ~, The incapacity trustees of rn}f Trust a.re: ~VILL[A1~1 L•'. CROr.1SE; THEM' I~UL'I'ON FIl~ANCIAi. ADVISORS, N.A. G. ' E'ha death trustees of my 'rust am: 1~'~ILLIA~~1 E. GROUSE; TI~E~ I~UI~rU1v FIhA~iCTAL :'ADVISORS. ?~.~~. 7. ~~'l~ccz I any ser~~ing as Tnistee under my 'Crust, I may conduct husir•,ess and act nn behalf of ~~1~, Trttst ~a-it4~aut the consent oT~ an~~ other Tn~stces. rurthcr, wllerr t~~~o yr bore i~iitia! 'I'rustces arc serving ut~dcr my "1'r4st, anv in=,ti~~I 'T'rustee may conduct business and act on htizalf at' mti• `T'rust ~~-~ithc~ut m4' consent, subject, hotii°cver, to Ehose rigl~ts and powers set forth rt Section I _Q~ of Article One of my trust ugrcerncnt, ~•nich is rese~•ed solely unto r-r~c. fly Trustees under my trust a~eement are authorized to acquire, sell, convey, encumber, lease, borrow, manage and othcr<~~ise deal ~~~th interests in real and personal property in rrty Trust name. All powers of mil Trustees are fully set forth in Article Fifteen of my trust agreement. 9. ~UIy Trust has not been revoked and there have been na amendments limiting the potivers of my Trustees over trust property. li%. 1~!0 4yasoi~ or enti 1 ~w~ jij~ jn ~iiy~f to or de1S~'rVlll,~ propb_ ~ to lll~ LIUJCLI: s11Q~~ v~. l~.t~'tilrLd to see to its applicatiai, All persons relying on this document regarding my "frustees and their powers over trust property shall be held harmless for any resulting loss or liability from such reliance. !1 copy of this Certification of Trust shall be just as valid as the original. "I~he undersigned certify that the statements in this Certification of Trust are true and correct and that it was executed in the Count} of Qauphin, Pennsylvania on ~~~ ,. tl boo . Trustor: "~ , ~,. ALICE M. CROliSE Trustees: ~~ ALICE >`~I. {'ROUSE WILLI:'~;v11:. CI~OliSI: 2 CO~iMONWEA>rTfl OF PEAINSYL~IANIA ~ COUNTY OF p~UP~-IIN SS On this L ?d l ? 't~~ ,before me, a notary public, the undersigned officer, personally appeared ALICE M. GROUSE, Trustar and Trustee, known to me {or satisfactorily proven) to be the person whose name is subscribed to the «~thin insmlment and acknowledged that she executed the same for the purposes therein contained. lr witness whereof 1 hereunto set my hand and official seal. I`*otary Pub1Sc COMM©NWEAt-~'! a~~ ~~SYLVANIA Not3~ ~~ Linda L ~~~• NotBry Deml~`o~%•• ~ COY 4iy Cpnm~ssan Ares I+yov. 8.201 ~ µ;mDer, QeruatYNtnia Assoclatlon of t~ataries CO;vIMOV~'~EALTH Ol~ P~~INSYLVAtiIA ) SS C;OUN'I'Y OF DAUPfITItiT Un this ~~ ~ ~~~ ~ :~~:i ,before me, a notary public, the undersigned of>iicer, personally appeared VviI~LIf1~~i ~:. CIZO[~SE:, "I•rustee, knoti~•n to me {or satisfactorily proven) to be the person ti~~hose name is subscribed to the within instrument and acknoti~rledgcd that he executed the sarn~ for the purposes therein contained. In w~itnLss ~~rhercof I hereunto set my Land and official seal. Nc~tan uhl;c, CoM~JloNwF._Al.~ 4F pENi`SYt-~''~!a Ncp2-ial Seal inch t_ s+ette. Nob~n P~ DeRY Twp•, ~~~' Ca~[y ~ ComMi F~~ Nov. 8, 2011 Mesnlser, p~,nsy}van~a Assalat;on of t~ateries 3 Affidavit of 7Crust i , People ar businesses dealing with the Trustee may aslc. far a copy of the Trust document to verify the existence of the Trust, identity of the Trustee and the autharit_y of the Trustee. Instead of providing the entire Trust document which contains many items of a personal nature we have prepared a ~ondens~d version called the "Affidavit a#' Trust". It contains all the information needed by anyone doing business with the Trustee. The Affida~~it of Trust has attached to it copies of actual pages from the Trust which show: Cl Establishment of Trust (including Identification of Initial Trustees and Statement of Revocabilityl. ~ Trustee Succession Provisions (naming successor Trustees). L: Administration During Incapacity. la Trustee's Powers. ~~ "I~rustvr and Trustee Signature Pages. Affidavit of Trust The undersigned Trustor and Trustees hereby certify the following: 1. The following Li~~ing'l~rust is the subject of this AE~idavit: ALICi/ :~1. CRGUSF: t.It'ING TKUST, dated ~h~_ _ ~ 1 ~`'~~' 2. 7~he Trustees currently serving are: A~tcr v~. CRUUSE ~'~'II.LI~1!vI ~. CRQVSf.; 3. The tn~st is currently in full force and zl'fect. Attached to this Affidati~it and incorporated in it are selected provisions of the trust evidencing the following: Article One - f:stablishing ~'1y Trust (Identifying My 'I~rusi and Statement of Rc;vocability) Article Three - '1'rt~stez Succession Provisions Article Fourteen -Trust Administration ~ Article Fifteen - l~~v "1'tustee's Powers Article Sixteen -General Yra~~isions :~. The trust pro~~isit~ns which are not attached to this Affidavi[ arc of a personal nature and set forth the distribution of trust property. They do not modify the powers of the ~'rustec. a. The signatory d~~clares that the foregoing statements and the attached ~I"rust provisions are irue and correct, under penalty ~f perjury. h. "Phis :lffida~tit wryas executed at Dauphin County, I'cnnsyltrania, on NV-~r t(~ ~ODa Trustor: Aj,ICE M. GROUSE Trustee: .. t. ! , ~ _~ ALICC 1v1. GROUSE Trustee: -~ ~, ~~~~~ ~ ' LLIAM E. GROUSE COMMONVti'rAI."rl-i Or PETII~SYLVA~ItA ) COUiyTY OI~ DAUI'l-lIN SS On this -~~-' ~~ ~ ~ ~~'~~ ,before me, a notary public, the undersigned officer, personally appeared AI.1CE V~. GROUSE, 'I`rustor and Trustee, known to me (or satisfactorily proven} to be the person whose name is subscribed to the ~~lithin instrument and acknowledged that she executed the same for the p~irposcs therein contained. In ti~~itness ~~°here.~f 1 hereunto set rn; hand and official seal. ~4 R r~ r i~ f ~ ~^~~~ ~ , I~utary ublic (, Q~~NSY~v~~ or M~o~~p~~ ,~„da L. Fe" , cotrfii pefry TwQ° ~ - ~ Nov. 8.4°1'1 ;u5~ `'X~ , Nota~es ~~tiy CAmrr' ~ssoc~at;o~ ~~ b ~e~ns.~yn~a .~~..~ COIti1MONVi~ALTH OF PENNSYLV:~1NIt1 ) CnliNTY OF DAUPHIN SS On this , ~ ~ t;;~• ~~ ~~~'~ ,before me, a notary public, the undersigned officer, personally appeared f II,L AM E. CROt~SE, •1'I^~stee, knoti~m to me (or satisfactorily proven) to be the person whose name is subscribed to the: «~ithin instrument and acknowledged that he execuied the same for the purposes therein contaiZied. In ~ti~itness whereof I hereunto set ~y hand and official seal. ' ~ ~:,' I~otarv Public t~0;.+fi,'IdNW"r_AL.TH OF PFNNSYLVAN~A ! ~lotanal Seal ' -,-r.~a L Ft~tert~0~f. No38ry Publ,c ' [3~ry Two., Dawn County _. ; C~rtxr~is5lon Expu'es fvov. $, 2Q11 r{. mho:, Pcrtnsy-va-ca A~~QCIOdon o~ Ptolarles PSEC~ Mr. William E. Crouse 5225 Wilson Ln, Apt 3126 Mechanicsburg, PA 17055-6bd3 Re: ALICE CRUUSE, lleceased. PSECU Reference # 4553281923307 Dear Mr. Crouse: 03/2112012 ~' ~_ ~Z~ 3I2~~1 (vcu>o (=~ II~f 1F~2~ 7aK The above referenced person has an account with PSECU which was opened on April 15, 1974. The Share accounts were individually held by ALICE GROUSE. The Personal Service Loan and Visa Loan were individually held. The following are the Date of Death Balances for ALICE CROUSE's account with PSECU: Account Shares: {S 1 } -Savings {S4) -Checking {S7} -Money Market Loans: (L1) - PSL {L9) -Visa Loan The account has been closed $91.67 $20,530.29 $15,655.54 $0.00 $0.00 Interest -February 1-13 $0.01 $0.73 $ l .b7 If you have any questions, please contact me at (717) 234-8484 or toll-free at (800) 237- 7328, press 6, extension 3120. Sincerely, I ,, ~ •. - f' Sand le Y g Y Member Service Representative PSECU Pennsylvania State Employees Credit Union P.O. E3ox 67013, Harrisbut-~, PA 17106-7013 •717.234.8484 • 800.237.7328 • » psecu.com Date of Death Balances THIS tREDIT UNION IS FEDERALLY INSURED BY THE NATIONAL CREDIT UNION ADMINISTRATION. EQUAL OPPORTUNITY LENDER. r~ FULTON FINANCIAL ADVISORS Making Success Personal (717) 291-2856 November 8, 2012 Courthouse 1 Courthouse Square Carlisle, PA 17013-3387 RE: Estate of Alice M. Crouse, File Number NA SS# 405-38-5533 DOD: 2/13/12 Dear Sir/Madam: Enclosed please find two PA Inheritance Tax Returns for filing for the Estate of Alice M. Crouse. Also, enclosed are three signature pages. Would you be kind enough to time-stamp the three signature pages and return them to us using the enclosed self-addressed postage paid envelope. Thank you for your assistance and cooperation. Should you have any questions, please contact myself at the above listed number. Very truly yours, r ~ ~ s ~ ~~ ~ .~,~,~ Susan M. Wisniewski Tax Accountant SMW ~ r ~-;.-; ~ ' - r --r-- _t r. (_ .A. v-w Enclosures ~` = ~.~, :~ a ~~---_ "~:"~ "' - ~ ....,! One Penn Square, Lancaster; PA 17602 • www.fultonfinancialadvisors.com Investments • Wealth Management • Corporate and Retirement Services • Private Banking • Insurance ~, PRIORI TY° ~ ~. M41L ~~ fED ST/~TES POST4L SERVICE t us at usps.com 107R,January 2008 j `I ~ `• ~ _~ Q N~ ~ ~ ~ ~ O -p O ~ ~ N ~ ~ ~D j .~ W ~ ~ ~ W ~ 00 i `~ ~~.~ ~~ ~_ t~ ,' ~~~;;;:;;_t :.ate 1 `~ , ~ ~ 1 ~. ~ ~ ~~ ~, 0 lI~ N .~ ~ I--~ ITI ZO ~ N ~ ~ -~I -~ o n ~~~ a~~ z~r a ~o r V O~ O ~1 F~--I 1 r /'~ V ~~ ~O Oo ~O ~ -..1 O .~ LU ~ ~ O ""` O O O ~ O ~ flJ LU ~ O o _. pr~c~rit~ iV~at ~+~m~asl~~ ic:~ '"r i ~, r .R Y •: ., U~gTr t~ rs `~~ 1. '~,a h ( ~ ~~"' J (,~ T f_i) , kf F -~y a ~ ~~ ~.,~ `V/ ` l ~.. 4....' _. ~~ . _. ~` FULTON FINANCIAL ADVISORS" Making Success Personal.` (717) 291-2856 - - _.1 ._ . __ _ ~ J ~ ~.2 • • ' November 8, 2012 .. ~.~ ~- c / ' .. ~- -- :__~ _ -~ ...~F~ _ _- ~ ~ ~~ t.. ..w- -...... .. Courthouse ~~ '^ , ~ ~~ ~ 1 Courthouse Square Carlisle, PA 17013-3387 RE: Estate of Alice M. Crouse, File Number NA SS# 405-38-5533 DOD: 2/13/12 Dear Sir/Madam: Enclosed is the filing fee payment of $15.00 for the Estate of Alice M. Crouse Inheritance Tax Return that we filed on November 8th. We are sorry for the inconvenience. If you have not done so already, please time stamp the three first pages of the return ITR and return them to us in the envelope that we provided when we originally sent the return to your office. If you have any questions please contact me at the above referenced number. Sincerely, ~ ~ Susan M. Wisniewski Tax Accountant SMW Enclosures One Penn Square, Lancaster; PA 17602 • www.fultonfinancialadvisors.com Investments • Wealth Management • Corporate and Retirement Services • Private Banking • Insurance ~} ~~ .w€ ~• (~# ffl ~• ~=:~ t~~ ~,_ T -~ ~!'_~ .. <.. J " ''",~ ~.~ `__ ~ ~ O .. O = cn' _ ~ ~° ~ o a=~ ~ ~ c~ V ~ O ~ N~ W ~ W ~ 00 V ..~ ~`' - lc--~~ ~~~~ ~~, ~~ ~~ _ . -. r 1 o°o w rD `~ C/7 r ~r ,~-- y '_'' Frl ....I ~ `~ D .z ~. z ~; ~ ~~~p ~~ 17 ~~ ~ ~ r ~ d C 0 :~:~~ ~~ n ~ ~~" ~_ ~-Y ~l ~A~ `I ~-- ~.~ ; . _ 4~ ~~ , ~~. ~~~ ~~ ~~~ ~`~ ~ ~ ..~ ~, ~'~'~ a~~ ~~~~~~f ~~ ~~ ~1 a`• r ~ ~ at ~ "~, .,i 1 4 r R''i 1 tA6 / 7 _ . , "s -~. ,„ C 1",: '?~ " 'I i ~ :r. »f .' '~ 7? sf ~~ "~ItliR Y M (pd _; $p '+~p -~1 W . N N O O