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Home My WebLink About12-07-12TRUST COURT OF COMMON PLEAS OF CUMBERLAND COUNTY, PENNSYLVANIA ORPHANS' COURT DIVISION NAME OF TRUST (TRUST UNDER WILL OF or TRUST UNDER DEED OF PHYLLIS M. GREENSMITH DATED 11/30/2000 ) ,,~~jj,,I,, /'"`-11-1309 No c o '» r~i i- . ~~~ ~ rti~ m -~ c7 ~ o~ -~a --, ~ S~ C!7 ~y a ey7 C7 PETITION FOR ADJUDICATION / ~~ - ~ ' STATEMENT OF PROPOSED DISTRIBUTION ~: = ~ `= ; = -t ~ ~ -n PURSUANT TO Pa. O.C. Rule 6.9 ~ ~ c.~ , ` = m r,, cr, ~ rn ~ This form may be used in all cases involving the Audit of'Trust Accounts. If space is insuffzc•ient, riders may be attached. INCL UDE ATTACHMENTS AT THE BACK OF THIS FORM. Name of Counsel: Edward P. Seeber, Esquire Supreme Court I.D. No.: 76084 Name of Law Firm: James, Smith, Dietterick & Connelly, LLP Address: Suite C-400, 555 Gettysburg Pike, Mechanicsburg, PA 17055 Telephone: 717-533-3280 Fax: 717-298-2093 roan oc-oa rev !0.13.06 Page 1 of 10 Name of Trust: PHYLLIS M. GREENSMITH LNING TRST 1. Name(s) and address(es) of Petitioner(s): Petitioner: Petitioner: NQ,,,e. Edward P. Seeber a~tdYess, Suite C-400, 555 Gettysburg Pike Mechanicsburg, PA 17055 2. Check if any of the following issues are involved in this case: A. Appointment of Trustee ......................................... . B. lnterpretation ................................................... C. Discharge of Trustee ............................................ . D. Transfer of Situs ................................................ . E. Appointment of Ad I,item ......................................... . F. Minor, Unborn or Unascertained Beneficiary(ies) ..................... . G. Principal Distribution ............................................ . H. Partial/Full Termination of Trust ................................... . I. Missing Beneficiary(ies) ......................................... . J. Cy Pres ........................................................ K. Williamsonlssue* ............................................... L. Otherlssues .................................................... List: Please note: A detailed explanation of issues checked should be set forth at item 13 below. * See Wi/IFmrason Estate, 368 Pa. 343, 82 A.2d 49 (1951), if Trustee was also Executor of the settlorldecedent's estate and received commissions in such capacity. Farm OG02 rev t 0.13.06 Page 2 Of I 0 Name of Trust: PHYLLIS M. GREENSMITH LIVING TRST 3. TestamentarYTrust: Decedent's date of death: Date of Decedent's Will: Date(s) of Codicil(s): Date of probate: or Inter Vivos Trust: Date of Trust: 11 /30/2000 Date(s) of Amendment(s): 4/14/2009 4. A. If any other Court has taken jurisdiction of any matter relating to this Trust, explain: N/A B. Identify all prior accountings and provide dates of adjudication. N/A 5. A. State how each Trustee was appointed: Trustee serves as the Successor Death Trustee due to the death of Phyllis M. Greensmith on September 20, 2012. B. If a Petitioner is not a Trustee, explain: N/A Form OC-Ol rev !0.73.06 Page 3 Of 1 Name of Trust: PHYLLIS M. GREENSMITH LIVING TRST 6. State how and when the present fund was awarded to Trustee(s): Upon the death of Phyllis M. Greensmith, Trustee received the funds set forth on the First and Final Account. 7. Period covered by accounting: September 20, 2011 to October 13, 2012 8. Current fair market value of the Trust principal is $ 250,655.66 See a e of Account.) (- p g 9. State concisely the dispositive provisions of the Trust: Article Six, Section 5 of the Trust provides Caroline Greensmith the right to occupy the real estate (located at 127 Laurel Drive, Enola, PA) while she pays for all expenses. In essence, Caroline has a life estate in the property. If Caroline marries, moves, dies, or fails to pay the expenses, the property is sold and the proceeds distributed equally between Caroline Greensmith and Gail Greensmith. Article Eleven of the Trust provides the residue of the Trust is distributed as follows: 65% to Caroline Greensmith and 35% to Gail Greensmith. 10. Explain the reason for filing this Account (if filed because of the death of a party, state name of person, relationship to Trust and date of death): Trustee seeks court approval to distribute the real estate to Caroline Greensmith and Gail Greensmith as tenants in common with a life estate to Caroline Greensmith. Trustee also seeks court approval for the final distribution of the Trust. FoYmoc-nz r~~io.is.oe Page 4 of 10 Name of Trust: PHYLLIS M. GREENSMITH LIVING TRST 11. State why a Petition for Guardian/Trustee Ad Litem has or has not been filed for this Audit see Pa. O.C. Rule 12.4): N/A 12. A. State the amount of Pennsylvania Transfer Inheritance Tax and Pennsylvania Estate Tax paid (including postponed tax on remainder interests), the dates of payment and the interests upon which such amounts were paid: Date Payment Interest 12/5/2011 6/4/2012 21,000.00 0.00 143.42 0.00 B. If any such taxes remain unpaid or are in dispute, explain: N/A 13. Describe any questions requiring Adjudication and state the position of Petitioner(s) and give details of any issues idenfified in item 2: Form oc-oa rev 10.13.06 Page 5 of 10 Name of Trust: PHYLLIS M. GREENSMITH LIVING TRST t4. Written notice of the Audit as required by Pa. O.C. Rules 6.3, 6.7 and 6.8 has been or will be given to all parties in interest listed in item I S below. In addition, notice of any questions requiring Adjudication as discussed in item I3 above has been or will be given to all persons affected thereby. A. If Notice has been given, attach a copy of the Notice as well as a list of the names and addresses of the parties receiving such notice. B. If Notice is yet to be given, a copy of the Notice as well as a list of the names and addresses of the parties receiving such Notice shall be submitted at the Audit together with a statement executed by Petitioner(s) or counsel certifying that such Notice has been given. C. If any such party in interest is not sui_juris (e.g., minors or incapacitated persons), Notice of the Audit has been or will be given to the appropriate representative on such party's behalf as required by Pa. O.C. Rule 5.2. D. If any charitable interest is involved, Notice of the Audit has been or will also be given to the Attorney General as required under Pa, O.C. Rule 5.5. In addition, the Attomey General's clearance certificate (or proof of service of Notice and a copy of such Notice) must be submitted herewith or at the Audit. 15. List all parties of whom Petitioner(s) has/have notice or knowledge, having or claiming any interest in the Trust, whether such interest is vested or contingent, charitable or non-charitable. This list shall: A. State each party's relationship to the Settlor/Decedent and the nature of each party's interest(s); Caroline Greensmith Daughter Life estate in real estate & 50% real estate; 65% residue Gail Greensmith Daughter 35% residue; 50% real estate Fo,~n~ oc-nz ,e,. [0.13.06 Page 6 of ] 0 Name of Trust: PHYLLIS M. GREENSMITH LIVING TRST B. Identify each party who is not sui juris (e.g., minors or incapacitated persons). For each such party, give date of birth, the name of each Guardian and how each Guardian was appointed. If no Guardian has been appointed, identify the next of kin of such party, giving the name, address and relationship of each; and N/A C. If distribution is to be made to the personal representative of a deceased party, state date of death, date and place of grant of Letters and type of Letters granted. N!A 16. If Petitioner(s) has/have knowledge that a Trust share has been assigned or attached, provide a copy of the assignment or attachment, together with any relevant supporting documentation. 17. If'a trustee's principal commission is claimed: A. 1 f based on a written agreement, attach a copy thereof. Form OGOZ rev [O.I3.06 Page 7 Of I Name of Trust: PHYLLiS M. GREENSMITH LIVING TRST B. [f a principal commission is claimed, state amount. N/A C. If a principal commission is claimed, state the amounts and dates of any principal commissions previously paid in prior accounting periods. Amount Date Paid 18. If a reserve is requested, state amount and purpose. Pa,-p°se: See Schedule of Proposed Distribution If a reserve is requested for counsel fees, has notice of the amount of fees to be paid from the reserve been given to the parties in interest? ........................................ 0 Yes ~No If so, attach a copy of the notice. 19. Is the Court being asked to direct the filing of a Schedule of Distribution? .......................... ~ Yes ONo Farm ocoz re,~ to. ~s.o6 Page 8 of 10 Name of Trust: PHYLLIS M. GREENSMITH LIVING TRST Wherefore, your Petitioner(s) ask(s) that distribution be awarded to the parties entitled and suggest(s) that the distributive shares of income and principal (residuary shares being stated in proportions, not amounts) are as follows: A. Income: Proposed Disartbutee(sJ See Schedule of Proposed Distribution B. Principal: Proposed Distrihuaee(sJ See Schedule of Proposed Distribution AmountlProportion dmount/Proportion Submitted By: (All petitioners must sign. Add additional lines if necessary): 1 ~ ~4 ~' G `~ ~ 1-' Na f Petitioner: Edward P. Seeber Name of Petitioner: Form oc-oz rev ro.~3.06 Page 9 of 10 Name of Trust: PHYLLIS M. GREENSMITH LIVING TRST Verification of Petitioner (Verification must be by at least one petitioner.) 'The undersigned hereby verifies * [that he/she is rote of the above-named name afcorporation and] that the facts set forth in the foregoing Petition for Adjudication /Statement of Proposed Distribution which are within the personal knowledge of the Petitioner are true, and as to facts based on the information of others, the Petitioner, after diligent inquiry, believes them to be true; and that any false statements herein are made subject to the penalties of 18 Pa. C.S. § 4904 (relating to unsworn falsification to authorities). , ~Pr L~ Signatxfre,Gbf Petitioner * Corporate petitioners must complete bracketed information. Certification of Counsel The undersigned counsel hereby certifies that the foregoing Petition for Adjudication / Statement of Proposed Distribution is a true and accurate reproduction of the form Petition authorized by the Supreme Court, and that no changes to the form have been made beyond the responses herein. corm oc-oz rev ro. r3.06 Page ] 0 of 10 PROOF OF PUBLICATION OF NOTICE IN CUMBERLAND LAW JOURNAL (Under Act No. 587, approved May l 6, 1929), P. L.1784 COMMONWEALTH OF PENNSYLVANIA COUNTY OF CUMBERLAND ss. Lisa Marie Coyne, Esquire, Editor of the Cumberland Law Journal, of the County and State aforesaid, being duly sworn, according to law, deposes and says that the Cumberland Law Journal, a legal periodical published in the Borough of Carlisle in the County and State aforesaid, was established January 2, 1952, and designated by the local courts as the official legal periodical for the publication of all legal notices, and has, since January 2, 1952, been regularly issued weekly in the said County, and that the printed notice or publication attached hereto is exactly the same as was printed in the regular editions and issues of the said Cumberland Law Journal on the following dates, November 11 November 18, and November 25, 2011 Affiant further deposes that he is authorized to verify this statement by the Cumberland Law Journal, a legal periodical of general circulation, and that he is not interested in the subject matter of the aforesaid notice or advertisement, and that all allegations in the foregoing statements as to time, place and character of publication are true. ' a Marie Coyne, Editor / SWORN TO AND SUBSCRIBED before me this 25 of November, 2011 Qreeasmith, Phyllis M., deed. ~' Late of East Pennsboro Township. The Phyllis M. Greensmitrt Living -~ NOtaCy Trust. Trustee: Edwazd P. Seeber, Es- quire, James, Smith, Dietterick & Connelly, LLP, 555 Gettysburg Pike, Suite C-400, Mechanics- burg, PA 17055. Attorneys: Edward P. Seeber, Es- ~~~~~ quire, James, Smith, Dietterick & NOTARIAL SEAL Connelly, LLP, 555 Gettysburg DEBOf?AH A COLLINS Pike, Suite C-400, Mechanics- Notary Public burg, PA 17055, (717) 533-3280. CARLISLE 80ROUGFI, CUMBERLAND COUNTY My Commission Expires Apr 28, 2014 PROOF OF PUBLICATION State of Pennsylvania, County of Cumberland Iackie Cox, Sales Director of The Sentinel, of the County and State aforesaid, being duly sworn, deposes and says that THE SENTINEL, a newspaper of general circulation in the Borough of Carlisle, County and State aforesaid, was established December 13,1881, since which date THE SENTINEL has been regularly issued in said County, and that the printed notice or publication attached hereto is exactly the same as was printed and published in the regular editions and issues of THE SENTINEL on the following day(s): November 9 and November 16 and November 23 2011 COPY OF NOTICE OF PUBLICATION NOTICE IS HEREBY GIVEN that the PHYLLIS M. GREENSMITH LIVING TRt,Il9T haA.bsans'9tebYahed.Phyllis M. Greensmithdied on September 20, 2011, Cabot East PennbhoroTownship, Cumberland County, PenhaNrmis: All persona intl®bt®d to the trust estate ue required to rrtaka payment, and those hgving ckims or demands b present ~e same wkliout defy to: Edward P. Basher, Esquire, Trustee 'James, Smah,;Diet6srick & Connelly, LLP Suite C-400, 555 Gattyysburg Pike Mechank;ebutg, PA 17066 (717)533.3280 " Affiant further deposes that he/she is not interested in the subject matter of the aforesaid notice or advertisement, and that all allegations in the foregoing statement as to time, place and character of publication are,triz~. Sworn tq and subscribed before me this Public My commission expires: N07ARIAL SEAL BAM81 ANN HECKENDORN Nc,ary Puhlic CARLISLE BOROUG'+, CUMBERLAND CNTY fvly Comrniss~cn Fa~r;~es Jan 27, 2014 Pennsylvania EPA RTMENT of PUBLIC WELFARE October 24, 2011 JAMES SMITH DIETTERICK & CONNELLY LLP CHERYL L BAKER CERTIFIED PARALEGAL P O BOX 650 HERSHEY PA 17033 Re: Phyi!!s Greeh~mith SSN: ###-##-3219 Dear Ms. Baker: Pursuant to your letter dated October 05, 2011, the Department of Public Welfare (DPW), Estate Recovery Program, has reviewed the information you provided regarding the above-referenced individual. It has been determined that this individual did not receive any type of assistance during the questioned period. Therefore, according to the information you provided, the Department's Estate Recovery Program will not seek any recovery from this estate. If your client applied for Medical Assistance and had an application and/or hearing pending at the time of death, please advise us and provide any additional information that may affect a recovery by our Department. If you have any questions, please feel free to contact me. Sincerely ~'~ a ~d~ Vince A. Porter Recovery Section Manager (717)772-6604 Bureau of Program integrity ;Division of Third Party Liability Recovery Section AO Sox 3486 ~ Flarrisburg, Pennsylvania 17105-8486 BUREAU OF INDIVIDUAL TAXES INHERITANCE TAX DIVISION PO BOX 280601 HARRISBURG PA 17128-0601 NOTICE OF INHERITANCE TAX APPRAISEMENT, ALLOWANCE OR DISALLOWANCE OF DEDUCTIONS AND ASSESSMENT OF TAX EDWARD P SEEBER STE (400 555 GETTYSBURG PIKE MECHANICSBURG PA 17055-5207 Pennsylvania ~ DEPARTMENT OF REVEN UE REV-1547 EX AFP (12-1 L) DATE 09-17-2012 ESTATE OF GREENSMITH PHYLLIS M DATE OF DEATH 09-20-2011 FILE NUMBER 21 11-1309 COUNTY CUMBERLAND ACN 101 APPEAL DATE: 11-16-2012 (See reverse side under Objeeti~ns ) Amount Remitted MAKE CHECK PAYABLE AND REMIT PAYMENT T0: REGISTER OF WILLS 1 COURTHOUSE SQUARE CARLISLE PA 17013 CUT ALONG THIS LINE -i RETAIN LOWER PORTION FOR YOUR RECORDS (-- ------------------------------------------------------------------------------------------- REV-1547 EX AFP (12-11) NOTICE OF INHERITANCE TAX APPRAISEMENT, ALLOWANCE OR DISALLOWANCE OF DEDUCTIONS AND ASSESSMENT OF TAX ESTATE OF: GREENSMITH PHYLLIS MFILE N0.:91 1i -13n9 ACN: lnl Y1dTFe na_17_7nt~ TAX RETURN WAS: CX) ACCEPTED AS FILED C ) CHANGED APPRAI SED VALUE OF RETURN BASED ON: ORIGINAL RETURN 1. Real Estate (Schedule A) C1) .00 2. Stocks and Bonds (Schedule B) C2) .00 3. Closely Held Stock/Partnership Interest (Schedule C) (3) .00 4. Mortgages/Notes Receivable (Schedule D) (4) .00 5. Cash/Bank Deposits/Misc. Personal Property (Schedule E) (5) 179.71 6. Jointly Owned Property (Schedule F) (6) .DD 7. Transfers (Schedule G) C77 519, 123.44 NOTE: To ensure proper cretlit to your account, submit the upper portion of this form with your tax payment. e. Total Assets Cg) 519.303.15 APPROV ED DEDUCTIONS AND EXEMPTIONS: 9. Funeral Expenses/Adm. Costs/Misc. Expenses (Schedu le H) Cq) 23.935.30 1D. Debts/Mortgage Liabilities/Liens (Schedule I) (10) 952.76 11. Total Deductions C11) 24,$8$.06 12. Net Value of Tax Return (12) 494.415.09 13. Charitable/Governmental Bequests; Non-elected 9113 Trusts (Schedule J) C13) .00 14. Net Value of Estate Subject to Tax C14) 494,415.09 NOTE: If an assessment was issued previously, lines 14, 15 and/or 16, 17, 18 and 19 will reflect figures that include the total of ALL returns assessed to d ate. ASSESSMENT OF TAX: 15. Amount of Line 14 et Spousal rate (15) .00 X 00 - .00 16. Amcunt of Line 14 taxable at Lineal/Class A rate C16) 494.41n,.n9 X 045 = 22,248.68 17. Amount of Line 14 at Sibling rate C17) .00 X 12 = .00 18. Amount of Line 14 taxable at Collateral/Class B ra te (18) .00 X 15 - .00 19. Principal Tax Due (19)= 22, 248.68 TAX CREDITS: PAYMENT DATE RECEIPT NUMBER DISCOUNT C+) INTEREST/PEN PAID C-) AMOUNT PAID 12-05-2011 CD015299 1,105.26 21,OD0.00 06-04-2012 CD016065 .00 143.42 TOTAL TAX PAYMENT 22,248.68 BALANCE OF TAX DUE .00 INTEREST AND PEN. .00 TOTAL DUE .00 * IF PAID AFTER DATE INDICATED. SEE REVERSE IF TOTAL DUE IS REFLECTED AS A "CREDIT" CCR), YOU MAY BE DUE FOR CALCULATION DF ADDITIONAL INTEREST. A REFUND. SEE REVERSE SIDE OF THIS FORM FOR INSTRUCTIONS. ,. ___ •. ARTHUR S. GREENSMITH LIVING TRUST PHYLLIS M. GREENSMITH LIVING TRUST CONSENT TO DISTRIBUTION OF REAL ESTATE WHEREAS, Arthur S. Greensmith and Phyllis M. Greensmith created the Arthur S. Greensmith Living Trust dated November 30, 2000 (the "ASG Trust") and the Phyllis M. Greensmith Living Trust dated November 30, 2000 (the "PMG Trust"); and WHEREAS, the ASG Trust and PMG Trust owned real estate located at 127 Laurel Drive, East Pennsboro Township, Cumberland County, Pennsylvania (the "Premises"); and WHEREAS, Arthur S. Greensmith died on January 14, 2001; and WHEREAS, under the ASG Trust, the property is distributed to the Survivor's Trust for the benefit of Phyllis M. Greensmith; and WHEREAS, the Successor Death Trustee of the ASG Trust is Gail Lauren Greensmith ("Gail"); and WHEREAS, Phyllis M. Greensmith died on September 20, 2011; and WHEREAS, the Successor Death Trustee of the PMG Trust is Edward P. Seeber; and WHEREAS, Article Six, Section 5 of the PMG Trust provides as follows: Section 5. Specific Distribution of Trust Property My Trustee shall make the following specific distributions of trust property: If my daughter, CAROLINE LEE GREENSMITH, survives me and I still own the residence located at 127 Laurel Drive, Enola, Cumberland County, Pennsylvania, my daughter has a right to occupy the residence for her lifetime, together with all remaining furniture, furnishings and appliances located therein, excluding my personal possessions, without the obligation tv pay rent to my Living Trust. My daughter shall be responsible for the payment of any and all real estate taxes, insurances, mortgage, if any, maintenance and upkeep on such property, No assignment of this life estate or any right accruing therefrom shall be made, in whole or in part. My daughter, CAROLINE LEE GREENSMITH, shall not obtain loans, lines of credit, or encumber the residence during the period of time in which she resides in the residence. Upon my daughter's death, mamage, moving, or failure to reside in the residence for a period of six months or more, the house shall be sold and the proceeds shall be distributed in equal shares to my daughters, per stirpes. Property passing under this Section shall pass free of any administrative expenses or death taxes. WHEREAS, Caroline Lee Greensmith ("Caroline") and Gail agree to the distribution of the real estate in accordance with Article Six, Section 5 of the PMG Trust. NOW, THEREFORE, Caroline and Gail consent to the following: 1. Receive the distribution of the Premises to themselves as tenants in common with a life estate to Caroline from the ASG Trust and PMG Trust. 2. Caroline will be responsible for the payment of any and all real estate taxes, insurances, mortgage (if any), maintenance and upkeeY for the Premises. 3. Caroline will not be able to assign her life estate or any right accruing therefrom, in whole or in part, in the Premises. 4. Caroline will not obtain loans, lines of credit, or encumber the Premises during the period of time in which she resides in the residence. 5. Upon Caroline's death, marriage, moving, or failure to reside in the Premises for a period of six (6) months or more, the Premises shall be sold and the proceeds shall be distributed in equal shares to Caroline and Gail. INTENDING TO BE LEGALLY BOUND, the Parties have hereunto set their hands and seals. Date: ~ C~"~j ~C. ~ c~, C~ l~ - ~.i ~1i~=~ ~ YLsz. ~ •/J.;li2~~21;~!'Y!.l~,~ Caroline Lee Greensmith Date: Gail Lauren Greensmith ~ . _ ~. Property passing under this Section shall pass free of any administrative expenses or death taxes. WHEREAS, Caroline Lee Greensmith ("Caroline") and Gail agree to the distribution of the real estate in accordance with Article Six, Section 5 of the PMG Trust. NOW, THEREFORE, Caroline and Gail consent to the following: 1. Receive the distribution of the Premises to themselves as tenants in common with a life estate to Caroline from the ASG Trust and PMG Trust. 2. Caroline will be responsible for the payment of any and all real estate taxes, insurances, mortgage (if any), maintenance and upkeep for the Premises. 3. Caroline will not be able to assign her life estate or any right accruing therefrom, in whole or in part, in the Premises. 4. Caroline will not obtain loans, lines of credit, or encumber the Premises during the period of time in which she resides in the residence. 5. Upon Caroline's death, marriage, moving, or failure to reside in the Premises for a period of six (6) months or more, the Premises shall be sold and the proceeds shall be distributed in equal shares to Caroline and Gail. INTENDING TO BE LEGALLY BOUND, the Parties have hereunto set their hands and seals. Date: Date: (~) O U ~/Y~ ~, .?O/2 Greensmith Lauren Greensmith Tax Parcel No. 09-12-2991-141 FIDUCIARY DEED THIS INDENTURE, made the day of January, 2013, between EDWARD P. SEEBER, Successor Death Trustee under the PHYLLIS M. GREENSMITH LIVING TRUST dated November 30, 2000, and any amendments thereto and GAIL LAUREN GREENSMITH, Successor Death Trustee under the ARTHUR S. GREENSMITH LIVING TRUST dated November 30, 2000, and any amendments thereto (collectively, the "Grantors"), and CAROLINE LEE GREENSMITH and GAIL LAUREN GREENSMITH, as joint tenants with rights of survivorship (collectively, the "Grantees"). WHEREAS, Arthur S. Greensmith and Phyllis M. Greensmith, husband and wife, became in his lifetime seized, in fee, in a certain lot or piece of ground situate in West Hanover Township, Dauphin County, Pennsylvania, more particularly described herein (the "Premises"); and WHEREAS, Arthur S. Greensmith and Phyllis M. Greensmith, by Deed dated November 30, 2000 and recorded December 7, 2000 in Record Book 235, Page 784 in the Office of the Recorder of Deeds in and for Cumberland County, Pennsylvania, conveyed the Premises as follows: a one-half undivided interest to Arthur S. Greensmith and Phyllis M. Greensmith, Trustees, or their successors in trust, under the Arthur S. Greensmith Living Trust dated November 30, 2000, and any amendments thereto (the "ASG Trust") and aone-half undivided interest to Phyllis M. Greensmith and Arthur S. Greensmith, Trustees, or their successors in trust, under the Phyllis M. Greensmith Living Trust dated November 30, 2000, and any amendments thereto (the "PMG Trust"); and WHEREAS, Arthur S. Greensmith died on January 14, 2001 whereby the one-half undivided interest in the Premises owned by the ASG Trust was distributed to the Survivor's Trust under the ASG Trust, of which Phyllis M. Greensmith was the sole beneficiary; and WHEREAS, Phyllis M. Greensmith died on September 30, 2011; and WHEREAS, the ASG Trust named Gail Lauren Greensmith as Successor Death Trustee and PMG Trust names Edward P. Seeber as Successor Death Trustee. A copy of the Certificate of Trust executed by Arthur S. Greensmith is attached hereto as Exhibit "A". A copy of portions of the First Amendment to the PMG Trust regarding the appointment of Trustee executed by Phyllis M. Greensmith is attached hereto as Exhibit "B"; and WHEREAS, as the sole beneficiary of the Survivor's Trust, Phyllis M. Greensmith directed that Caroline Lee Greensmith be provided a life estate in the Premises; and WHEREAS, the Trustee of the PMG Trust received approval by the Orphans' Court as to the distribution of the Premises to Caroline Lee Greensmith and Gail Lauren Greensmith as tenants in common with Caroline Lee Greensmith having a life estate in said Premises pursuant to Court Order dated December 7, 2012; and WHEREAS, the ASG Trust and PMG Trust provide the Successor Death Trustees the power to convey the Premises. NOW, THEREFORE, THIS INDENTURE WiTNESSETH, that the Grantors, for and in consideration of the sum of ONE AND 00/100 DOLLAR ($1.00), lawful money of the United States of America, unto them well and truly paid by the Grantees, at or before the sealing and delivery hereof, the receipt whereof is hereby acknowledged, have granted, bargained and sold, released and confirmed, and by these presents do grant, bargain and sell, release and confirm unto the Grantees, their heirs, personal representatives and assigns. ALL THAT CERTAIN lot of land. situate in East Pennsboro Township, Cumberland County, Pennsylvania, bounded and described as follows: BEGINNING at a concrete monument on the northern legal right-of--way line of Laurel Drive at the southwest corner of Lot No. 111 on the hereinafter mentioned subdivision plan; thence along the northern right-of--way line of Laurel Drive on a curve to the left, having a radius of 175 feet an arc length of 66.07 feet to a point at the southeast corner of Lot No. 113; thence along the eastern line of Lot No. 113 North 42 degrees 44 minutes 00 seconds West 143.39 feet to a point at the southern right-ol=way line of I-81 (L.R. 1005); thence along same North 68 degrees 54 minutes 00 seconds East 117.38 feet to a point at the northwest corner of Lot No. 111; thence along the western line of Lot No. 111 South 21 degrees 06 minutes 00 seconds East 120.97 feet to a concrete monument, the Place of BEGINNING. BEING Lot No. 112 on the Final Subdivision Plan of Mountain View Estates, Section 1, Phase 3, as recorded in Plan Book 53, Page 90, Cumberland County Records. BEING the same premises which Arthur S. Greensmith and Phyllis M. Greensmith, husband and wife, by Deed dated November 30, 2000 and recorded December 7, 2000 in Record Book 235, Page 784 in the Office of the Recorder of Deeds in and for Cumberland County, Pennsylvania, granted and conveyed aone- half undivided interest unto Arthur S. Greensmith and Phyllis M. Greensmith, Trustees, or their successors in trust, under the Arthur S. Greensmith Living Trust dated November 30, 2000, and any amendments thereto and aone-half undivided interest unto Phyllis M. Greensmith and Arthur S. Greensmith, Trustees, or their successors in trust, under the Phyllis M. Greensmith Living Trust dated November 30, 2000, and any amendments thereto. EXCEPTING AND RESERVING unto Caroline Lee Greensmith the right to live in and use the aforesaid premises for and during the term of her natural life. THIS CONVEYANCE IS FROM TRUSTS TO ITS BENEFICIARIES AND DOES INCLUDE A LIFE ESTATE AS DIRECTED IN THE TRUST FROM THE TRUST TO ITS BENEFICIARY AND IS, THEREFORE, NOT SUBJECT TO PENNSYLVANIA REALTY TRANSFER TAX. SUBJECT to all covenants, conditions, reservations, restrictions, rights and plans of record. TOGETHER with all and singular the buildings, improvements, ways, streets, alleys, passages, waters, water-courses, rights, liberties, privileges, hereditaments, and appurtenances whatsoever, thereunto belonging or in any wise appertaining and the reversions and remainders, rents, issues and profits thereof; and all the estate, right, title, interest, property, claim, and demand whatsoever of the said Phyllis M. Greensmith at and immediately before the time of her decease, in law, equity, or otherwise howsoever, of, in, to, or out of the same. TO HAVE AND TO HOLD the hereditaments and premises hereby granted or mentioned, and so intended to be, with the appurtenances, unto the Grantees and their heirs, personal representatives, and assigns forever. AND THE GRANTORS, in their capacities as aforesaid, covenant that they have not heretofore done or committed any act, matter, or thing whatsoever, whereby the Premises hereby granted and conveyed, or any part thereof, is, are, or shall be impeached, charged, or encumbered in title, charge, estate, or otherwise, howsoever. IN WITNESS WHEREOF, the Grantors, in their capacities as aforesaid, have hereunto set their hands and seals the day and year first above written. WITNESS: Gail Lauren Greensmith, Successor Death Trustee of the Arthur S. Greensmith Living Trust dated November 30, 2000, and any amendments thereto Edward P. Seeber, Successor Death Trustee of the Phyllis M. Greensmith Living Trust dated November 30, 2000, and any amendments thereto Acknowledgement STATE OF COUNTY OF ss On this, before me, a notary public in and for the Commonwealth of Pennsylvania, the undersigned officer, personally appeared Gail Lauren Greensmith, Successor Death Trustee of the Arthur S. Greensmith Living Trust dated November 30, 2000, and any amendments thereto, known to me (or satisfactorily proven) to be the person whose name is subscribed to the within instrument and acknowledged that she executed the same for the purposes therein contained. IN WITNESS WHEREOF, I hereunto set my hand and official seal. Notary Public Acknowledgement COMMONWEALTH OF PENNSYLVANIA COUNTY OF CUMBERLAND ss On this, before me, a notary public in and for the Commonwealth of Pennsylvania, the undersigned officer, personally appeared Edward P. Seeber, Successor Death Trustee of the Phyllis M. Greensmith Living Trust dated November 30, 2000, and any amendments thereto, known to me (or satisfactorily proven) to be the person whose name is subscribed to the within instrument and acknowledged that he executed the same for the purposes therein contained. IN WITNESS WHEREOF, I hereunto set my hand and official seal. Notary Public Certification of Residence l hereby certify that the precise residence of the Grantee is 127 Laurel Drive, Enola, PA 17025. (Attorney for) Grantees Certificate of Trust The undersigned Trustor and Trustee(s) hereby certify the following: 1. This Certificate of Trust refers to the ARTHUR S. GREENSMITH LIVING TRUST, dated ~~1i `~ ~ 200® and any amendments thereto, executed by ARTHUR S. GREENSMITH as Trustor. 2. The address of the Trustor is 127 Laurel Drive, Enola, Pennsylvania 17025. 3. The initial Trustees of my Trust are: ARTHUR S. GREENSMTTH PHYLLIS M. GREENSMITH 4. The present Trustees of my Trust are: ARTHUR S. GREENSMITH PHYI.LIS M. GREENSMPTH 5. The incapacity Trustees of my Trust are: PHYLLLS M. GREENSMITH; THEN CAROLINE LEE GREENSMITH; THEN GAIL LAUREN GREENSMITH 6. -The death Trustees of my Trust are: PHYLLIS M. GREENSMITH; THEN GAIL LAUREN GREENSMTTH AND CAROLIl`IE LEE GREENSP.uTIi 7. Unless otherwise provided in my Trust Agreement, when I am serving as Trustee under my Trust, I may conduct business and act on behalf of my Trust without the consent of any other Trustees. 8. My Trustee(s) under my Trust Agreement is/are authorized to acquire, sell, convey, encumber, lease, borrow, manage and otherwise deal with interests in real and personal property in my Trust name. All powers of my Trustee(s) are fully set forth in Article Fourteen of my Trust Agreement. 9. My Trust has not been revoked and there have been no amendments limiting the powers of my Trustees over trust property. 10. No person or entity paying money to or delivering property to my Trustee shall be required to see to its application. All persons relying on this document regarding my Trustee(s) and their powers over trust property shall be held harmless for any resulting loss or liability from such reliance. A copy of this Certificate of Trust shall be just as valid as the original. The undersigned certify that the statements in this Certificate of Trust are true and correct and that it was executed in the County of Dauphin, Pennsylvania on ~®~ ~ ~ 200 Trustor: ART'H[TR S. GREENSMITH Trustees: THUR S. GREENSMITH PHYL IS M. GREENSMI ``''``~~ ~` COMMONWEALTH OF PENNSYLVANIA COUNTY OF DAUPHIN SS On this ~Q~ ~ d food ,before me, a notary public, the undersigned officer, personally appeared ARTHUR S. GREENSMITH, Trustor and Trustee, known to me (or satisfactorily proven) to be the person whose name is subscribed to the within instrument and acknowledged that he executed the same for the purposes therein contained. In witness whereof I hereunto set my hand and official seal. l~ot~ary Public (SEAL) Lin a L. F. ~tes'rn:~t*, Rlotary Public Derry lwp., G^uFhin County ttriy Cowimissio~ wxcirrs P~nv. R, 2Q03 COMMONWEALTH OF PENNSYLVANIA ) COUNTY OF DAUPHIN ) SS On this N~~ ~ ~ ZQO~ ,before me, a notary public, the undersigned officer, personally appeared PHYLLIS M. GREENSMITH, Trustee, known to me (or satisfactorily proven) to be the person whose name is subscribed to the within instrument and acknowledged that she executed the same for the purposes therein contained. In witness whereof I hereunto set my hand and official seal. t ~,,~-- , Notary Public (SEAL) Prepared by: lames, Smith, Durkin & Connelly LLP 134 Sipe Avenue, Hummelstown, PA 17036 Phone: (717) 533-3280 Fax: (717) 533-2795 jsdinfo@j sdlegal.com Mailing Address: P.O. Box 650, Hershey, PA 17033 ~.~., t'~au~~a~al Soai Lin:+a L. f-e:lorhoH, Nalary Pub3ic Derrgr 7+nrp„ i:!aa.rphfn County My Camm~sstur: WxpirE; f~uv. 8, 2003 The First Amendment to the Phyllis M. Greensmith Living Trust On November 30, 2000, I, Phyllis M. Greensmith, signed the Phyllis M. Greensmith Living Trust, more formally known as: Phyllis M. Greensmith, Trustee, of the Phyllis M. Greensmith Living Trust dated November 30, 2000, and any amendments thereto. Pursuant to Article Four of my Living Trust, which permits me to amend my Living Trust in writing at any time, I now wish to amend my Living Trust as follows: Article Three, Section 4 of my Living Trust is hereby revoked in its entirety and amended as follows: Section 4 Designated Successor Trustees Subject to the provisions of Section 3 of this Article, whenever a Trustee is removed, dies, resigns, becomes incapacitated, or is otherwise unable or unwilling to serve, the vacant Trustee position shall be filled as follows: a. Vacancy in Position of Trustee While I Am Alive and Competent I may serve as the only Trustee or I may name any number of Trustees to serve with me. If any of these other Trustees subsequently fails or ceases to serve as a Trustee for any reason, I may or may not appointed another to fill the vacancy. b. Incapacity Trustees of PHYLLIS M. GREENSMITH If I am incapacitated, the following shall serve as my successor Trustee, in the order named, replacing any then serving Trustee: EDWARD P. SEEBER; then ANOTHER ATTORNEY FROM THE TRUST AND ESTATES GROUP OF JAMES, SMITH, DIETTERICK & CONNELLY, LLP c. Death Trustees of PHYLLIS M. GREENSMITH I appoint the following to serve as my successor Trustee upon my death, in the order named, replacing any then serving Trustee: EDWARD P. SEEBER; then ANOTHER ATTORNEY FROM THE TRUST AND ESTATES GROUP OF JAMES, SMITH, DIETTERICK & CONNELLY, LLP Article Six, Section 5 of my Living Trust is hereby revoked in its entirety and amended as follows: Section 5 Specific Distribution of Trust Property My Trustee shall make the following specific distributions of trust property: If my daughter, CAROLINE LEE GREENSMITH, survives me and I still own the residence located at 127 Laurel Drive, Enola, Cumberland County, Pennsylvania, my daughter has a right to occupy the residence for her lifetime, together with all remaining furniture, furnishings and appliances located therein, excluding my personal possessions, without the obligation to pay rent to my Living Trust. My daughter shall be responsible for the payment of any and all real estate taxes, insurances, mortgage, if any, maintenance and upkeep on such property. No assignment of this life estate or any right accruing therefrom shall be made, in whole or in part. My daughter, CAROLINE LEE GREENSMITH, shall not obtain loans, lines of credit, or encumber the residence during the period of time in which she resides in the residence. Upon my daughter's death, marriage, moving, or failure to reside in the residence for a period of six months or more, the house shall be sold and the proceeds shall be distributed in equal shares to my daughters, per stirpes. Property passing under this Section shall pass free of any administrative expenses or death taxes. 2 I executed this amendment on APR 14 ~~~~ I certify that I have read the foregoing amendment to my Living Trust, and that it correctly states the changes I desire to make in my Living Trust. I approve this amendment to my Living Trust in all particulars and request my Trustee to execute it. ~ ~ r ...I. Phy~l~s M. Greensmith, Trustor 1 r .~.~ , ~ , , Phyllis .Greensmith, Truste~ ACKNOWLEDGEMENT COMMONWEALTH OF PENNSYLVANIA COUNTY OF CUMBERLAND On this APR 14 2009 ,before me, a Notary Public, the undersigned officer, personally appeared PHYLLIS M. GREENSMITH, Trustor and Trustee of the PHYLLIS M. GREENSMITH LIVING TRUST, known to me (or satisfactorily proven) to be the person whose name is subscribed to the within instrument, who acknowledged that she executed the foregoing First Amendment to the PHYLLIS M. GREENSMITH LIVING TRUST, for the purposes set forth therein. Notary'pJUblic -~ _J COMMONWEALTH OF PENNSYLVANIA Notadal Seal Julie K. Green, Notary Public Upper Allen Twp., Cumbedand County My Commissbn Expires March 14, 2011 Member, Pennsylvania Asaociatlon of Notaries 4 The First Amendment to the Phyllis M. Greensmith Living Trust On November 30, 2000, I, Phyllis M. Greensmith, signed the Phyllis M. Greensmith Living Trust, more formally known as: Phyllis M. Greensmith, Trustee, of the Phyllis M. Greensmith Living Trust dated November 30, 2000, and any amendments thereto. Pursuant to Article Four of my Living Trust, which permits me to amend my Living Trust in writing at any time, I now wish to amend my Living Trust as follows: Article Three, Section 4 of my Living Trust is hereby revoked in its entirety and amended as follows: Section 4 Designated Successor Trustees Subject to the provisions of Section 3 of this Article, whenever a Trustee is removed, dies, resigns, becomes incapacitated, or is otherwise unable or unwilling to serve, the vacant Trustee position shall be filled as follows: a. Vacancy in Position of Trustee While I Am Alive and Competent I may serve as the only Trustee or I may name any number of Trustees to serve with me. If any of these other Trustees subsequently fails or ceases to serve as a Trustee for any reason, I may or may not appointed another to fill the vacancy. b. Incapacity Trustees of PHYLLIS M. GREENSMITH If I am incapacitated, the following shall serve as my successor Trustee, in the order named, replacing any then serving Trustee: EDWARD P. SEEBER; then i ANOTHER ATTORNEY FROM THE TRUST AND ESTATES GROUP OF JAMES, SMITH, DIETTERICK & CONNELLY, LLP c. Death Trustees of PHYLLIS M. GREENSMITH I appoint the following to serve as my successor Trustee upon my death, in the order named, replacing any then serving Trustee: EDWARD P. SEEBER; then ANOTHER ATTORNEY FROM THE TRUST AND ESTATES GROUP OF JAMES, SMITH, DIETTERICK & CONNELLY, LLP Article Six, Section 5 of my Living Trust is hereby revoked in its entirety and amended as follows: Section 5 Specific Distribution of Trust Property My Trustee shall make the following specific distributions of trust property: If my daughter, CAROLINE LEE GREENSMITH, survives me and I still own the residence located at 127 Laurel Drive, Enola, Cumberland County, Pennsylvania, my daughter has a right to occupy the residence for her lifetime, together with all remaining furniture, furnishings and appliances located therein, excluding my personal possessions, without the obligation to pay rent to my Living Trust. My daughter shall be responsible for the payment of any and all real estate taxes, insurances, mortgage, if any, maintenance and upkeep on such property. No assignment of this life estate or any right accruing therefrom shall be made, in whole or in part. My daughter, CAROLINE LEE GREENSMITH, shall not obtain loans, lines of credit, or encumber the residence during the period of time in which she resides in the residence. Upon my daughter's death, marriage, moving, or failure to reside in the residence for a period of six months or more, the house shall be sold and the proceeds shall be distributed in equal shares to my daughters, per stirpes. Property passing under this Section shall pass free of any administrative expenses or death taxes. 2 Article Eleven, Sections 1, 2, and 3 of my Living Trust are hereby revoked in their entirety and amended as follows: My Trustee shall administer all of the remaining trust property as provided in this Article. Section 1 Division of Remaining Trust Property My Trustee shall divide the remaining trust property not previously distributed under this agreement into the following shares, for each of the following beneficiaries: Name Relationship Share Caroline Lee Greensmith Daughter 65% Gail Lauren Greensmith Daughter 35% My Trustee shall administer the share of each beneficiary as provided in the subsequent Sections of this Article. Section 2 Distribution of the Share for CAROLINE LEE GREENSNIITH My Trustee shall distribute the share set aside for CAROLINE LEE GREENSMITH to CAROLINE LEE GREENSMITH outright, free of trust. If CAROLINE LEE GREENSMITH is deceased, my Trustee shall distribute the trust property to the remaining beneficiary named in this Article Eleven. If there is no remaining beneficiary, my Trustee shall distribute the remaining property under the terms of Article Twelve of this agreement. Section 3 Distribution of the Share for GAIL LAUREN GREENSMITH My Trustee shall distribute the share set aside for GAIL LAUREN GREENSMITH to GAIL LAUREN GREENSMITH outright, free of trust. If GAIL LAUREN GREENSMITH is deceased, my Trustee shall distribute the trust property to the remaining beneficiary named in this Article Eleven. If there is no remaining beneficiary, my Trustee shall distribute the remaining property under the terms of Article Twelve of this agreement. 3 I executed this amendment on APR 14 2D~~ I certify that I have read the foregoing amendment to my Living Trust, and that it correctly states the changes I desire to make in my Living Trust. I approve this amendment to my Living Trust in all particulars and request my Trustee to execute it. ti ~ ~, Phyll~~'s M. Greensmith, Trustor i ~i _I ,: l ~ ~ l~~ P yllis ' . Greensmith, Truste~ v ACKNOWLEDGEMENT COMMONWEALTH OF PENNSYLVANIA COUNTY OF CUMBERLAND On this APR 14 2009 ,before me, a Notary Public, the undersigned officer, personally appeared PHYLLIS M. GREENSMITH, Trustor and Trustee of the PHYLLIS M. GREENSMITH LIVING TRUST, known to me (or satisfactorily proven) to be the person whose name is subscribed to the within instrument, who acknowledged that she executed the foregoing First Amendment to the PHYLLIS M. GREENSMITH LIVING TRUST, for the purposes set forth therein. t Notary'P~ublic J COMMONWEALTH OF PENNSYLVANIA Notadal Seal Julie K. Green, Notary Public Upper Allen Tvip., Cumbedand County My Commission Expires March 14, 2011 Member, Pennsylvania Aasociatbn of Notaries 4 This LIVING TRUST prepared for PHYLLIS M. GREENSMITH James, Smith, Durkin & Connelly LLP 134 Sipe Avenue, Hummelstown, PA 17036 Phone: (717) 533-3280 Fax: (717) 533-2795 jsdinfo@j sdlegal.com Mailing Address: P.O. Box 650, Hershey, PA 17033 m Gary L. James All Rights Reserved PHYLLIS M. GREENSMITH LIVING TRUST Table of Contents Article One Trust Creation ........................................................................................ . 1-1 Article Two The Trust Estate ..................................................................................... . 2-1 Article Three Appointment of Trustees ........................................................................ .. 3-1 Article Four Trustor's Lifetime Rights ........................................................................ . 4-1 Article Five Administration at Death of the Trustor ................................................... 5-1 Article Six Specific Distributions of Trust Property ................................................. 6-1 Article Seven Division into Survivor's Share and Family Share ................................... . 7-1 Article Eight The Survivor's Trust ................................................................................ . 8-1 Article Nine The Family Trust ..................................................................................... 9-1 Article Ten Common Pot Trust ................................................................................ 10-1 Article Eleven Division and Distribution of Trust Property .......................................... 11-1 Article Twelve Distribution If No Designated Beneficiaries .......................................... 12-1 Article Thirteen Trustee Administration ......................................................................... 13-1 Article Fourteen Trustee Powers ...................................................................................... 14-1 Article Fifteen General Provisions ................................................................................. 15-1 i PHYLLIS M. GREENSMITH LIVING TRUST Article One Trust Creation Section 1. Parties to My Trust My Trust Agreement, dated ~®~ ~ ~ 2000 , is made between PI3I'I,LIS M. GREENSMITH, the Trustor, and the following Initial Trustees: PHYLLIS M. GREENSMITH ARTIIiTR S. GREENSMITH Section 2. Name of My Trust My Trust maybe referred to as the: PHYLLIS M. GREENSMITH LIVING TRUST, dated ~ 0 ~ `~ ~ 2000 The formal name of my Trust and the designation to be used for the transfer of title to the name of my Trust is: PHYLLIS M. GREENSMITH and ARTHUR S. GREENSMITH, Trustees, or their successors in trust, under the PHYLLIS M. GREENSMITH LIVING TRUST, dated '~(nl! ~ 1B 2000 and any amendments thereto. Section 3. Revocable Living Trust My Trust is a revocable trust. Section 4. Trustor as Trustee Unless otherwise provided in my Trust Agreement, when I am serving as Trustee under my Trust, I may conduct business and act on behalf of my Trust without the consent of any other Trustee. 1-1 Section 5. My Family Unless specifically provided otherwise in subsequent provisions of my Trust Agreement, all references to "my children", subject to the exclusion of any child under any subsequent provision of this Section 5, are to all of the children so identified in this Section 5, but only to those children and any children born to or adopted by me subsequent to the execution of my Trust Agreement. a. Marital Status I am presently married and the name of my Spouse is ARTHUR S. GREENSMITH. b. My Children The names and birth dates of my children are as follows: i~lame GAIL LAUREN GREENSMITH CAROLINE LEE GREENSMI'I'H Birth Date November 30, 1961 March 29, 1965 1-2 Article Two The Trust Estate Section 1. Initial Transfer of Property I hereby assign, convey, transfer and deliver to my Trustee all property set forth on Schedule "A", attached hereto, and made part of my Trust Estate. My Trustee acknowledges receipt of all assets listed on the attached Schedule. All assets titled in the name of my Trust or in the name of my Trustee, but not listed on Schedule "ti', shah be considered a part of Lily Tiust Estate as if they had been set forth on the ai~ached Schedule. The Trustor acknowledges and understands the nature of the Trustor's property as community property, quasi-community property, tenancy in common property or separate property. Section 2. Additional Transfers to Trust I, or any other person or entity, may transfer or devise to my Trustee additional assets, real or personal, and may name my Trustee as the beneficiary of life insurance policies, annuities, retirement plans or similar contracts. Such assets, policies and proceeds, upon acceptance by my Trustee, shall be a part of my Trust Estate, subject to all the terms of my Trust Agreement. Section 3. Character of Trust Assets All property transferred by me into my Trust shall retain its character. All such property transferred, and income thereon less withdrawals thereof, shall be my Trust Estate. Section 4. Acceptance of Trust Property All property transferred to my Trust, and accepted by my Trustee, shall be held, administered and distributed according to the terms of my Trust Agreement. 2-1 Article Three Appointment of Trustees Section 1. Definition of Trustee All uses of the word "Trustee" in my Trust Agreement shall be deemed a reference to the person or entity then serving as Trustee and shall include alternate or Successor Trustees or Co-Trustees (if multiple trustees are serving), unless the context requires otherwise. SeCtlon G. Resi~nativn 6f a Trustee Any Trustee may resign at any time without court approval by giving written notice to me if I am living and competent. If I am not then living and competent, written notice shall be given to my next Successor Trustee; or if there is no next Successor Trustee, to the beneficiaries then entitled to receive income or principal distributions under my Trust Agreement or their respective Personal Representatives, or if any of such beneficiaries then be a minor, to the persons having the care or custody of any such minor. Such resignation shall be effective upon the appointment of a Successor Trustee. Section 3. Removal of a Trustee Any Trustee maybe removed under my Trust Agreement as follows: a. While I Am Alive and Competent While I am alive and competent, I may add a Trustee, or remove or replace any other Trustee appointed under my Trust Agreement at any time without cause. b. Removal by Others Upon my death or incapacity, any Trustee may be removed at any time for cause by a majority vote of the beneficiaries then entitled to receive income or principal distributions under my Trust Agreement, or their Personal Representatives. 3-1 c. Notice to Removed Trustee Written notice of removal under my Trust Agreement shall be effective immediately when signed by the person or persons authorized to make the removal and delivered to my Trustee personally or three business days after mailing by certified mail, return receipt requested. The written notice removing a Trustee shall identify the Successor Trustee appointed pursuant to the other provisions of this Article. d. Transfer of Trust Property The Trustee so removed shall promptly transfer and deliver to the Successor Trustee all properly of my Trust under the removed Trustee's possession and control. Section 4. Designated Successor Trustees Subject to the provisions of Section 3 of this Article, whenever a Trustee is removed, dies, resigns, becomes incapacitated, or is otherwise unable or unwilling to serve, the vacant Trustee position shall be filled as follows: a. Vacancy in Position of Trustee While I Am Alive and Competent I may serve as the only Trustee or I may name any number of Trustees to serve with me. If any of these other Trustees subsequently fails or ceases to serve as a Trustee for any reason, I may or may not appoint another to fill the vacancy. b. Incapacity Trustees of PHYLLIS M. GREENSMITFI If PHYLLIS M. GREENSMITH becomes incapacitated while serving as an Initial Trustee, she shall be replaced by the following Incapacity Trustee(s) to serve in the priority listed until the list has been exhausted. Unless otherwise specified, if Co-Incapacity Trustees are serving, the next following named Successor Incapacity Trustee(s) shall serve only after all of the Co-Incapacity Trustees initially fail or thereafter cease to act as Trustees: ARTHUR S. GREENSMITH; THEN CAROLINE LEE GREENSMITH; 'THEN GAIL LAUREN GREENSMITH 3-2 c. Death Trustees of PHYLLIS M. GREENSMITH Upon the death of PHYLLIS M. GREENSMITH, she or her Incapacity Trustee, if either is then serving as Trustee, shall be replaced by the following Death Trustee(s) to serve in the priority listed until the list has been exhausted. Unless otherwise specified, if Co-Death Trustees are serving, the next following named Successor Death Trustee(s) shall serve only after all of the Co-Death Trustees initially fail or thereafter cease to act as Trustees: ARTHUR S. GREENSMITH; THEN GAIL LAUREN GREENSMITH AND CAROLINE LEE GREENSMITH Section 5. 14To Dcsignate~ SiACCe3Svr Tr ilStee3 If at any time there is no Trustee acting under my Trust Agreement and there is no person or institution designated and qualified as a Successor Trustee, a majority of the beneficiaries then eligible to receive distributions of income or principal under my Trust Agreement or their Personal Representatives, shall appoint a Successor Trustee. If any trust existing under my Trust Agreement lacks a Trustee and no successor is appointed pursuant to this Article, the vacancy shall be filled by a court of competent jurisdiction. Section 6. Responsibility of Successor Trustees Other than amending or revoking my Trust, or appointing or removing a Trustee, a Successor Trustee shall have the same rights, powers, duties, discretion and immunities as if named as Initial Trustee under my Trust Agreement. No Successor Trustee shall be personally liable for any act, or failure to act, of any predecessor Trustee or shall have any duty to examine the records of any predecessor Trustee. A Successor Trustee may accept the account rendered and the property delivered by, or on behalf of, a predecessor Trustee as a full and complete discharge of the duties of the predecessor Trustee without incurring any responsibility or liability for doing so. Section 7. Co-Trustee's Responsibility for the Acts of Other Co-Trustees No Co-Trustee shall be responsible for the act, omission or default of any other Co-Trustee without actual knowledge thereof. 3-3 Article Four Trustor's Lifetime Rights Section 1. Income and Principal a. Right to Trust Income and Principal My Trustee shall pay to me, or apply for my benefit during my lifetime, all or part of the income and principal of my Trust Estate as I may direct. b. Trustee Liability Upon any distribution of the income or principal of my Trust Estate authorized or directed by me, my Trustee shall incur no liability, and shall be under no obligation or responsibility for such distribution. Section 2. Trustor's Rights During Incapacity a. Incapacitated Trustor's Intent to Return Home Notwithstanding any other provision in my Trust Agreement, as a notification to any governmental benefits provider, it is conclusively presumed that I intend to return home. b. Income and Principal Distributions During any period of my incapacity, my Trustee shall pay to my Personal Representative, or apply for my benefit, as much of the net income and principal of my Trust Estate as my Trustee, in my Trustee's discretion, shall deem necessary or advisable. Any undistributed net income shall be added to principal. c. Income and Principal Distribution for the Trustor's Spouse After making payments authorized under Section 2.b of this Article, during any period of my incapacity, my Trustee shall pay to, or apply for the benefit of, my Spouse, as much of my Trust Estate as my Trustee, in my Trustee's discretion, shall deem necessary or advisable, from time to time, for my Spouse's health, education, maintenance or support, taking into consideration my Spouse's other income or resources. Any undistributed net income shall be added to principal. 4-1 d. Tax and Government Benefits Planning Should I become incapacitated, my Trustee shall cooperate in tax and government benefits planning with my Agent appointed under a durable power of attorney; or, if none, with any Personal Representative that may be appointed by a court of competent jurisdiction, but the primary concern of my Trustee shall be for my welfare and secondarily for such planning. Section 3. Right to Amend or Revoke My Trust During Life and at Death a. Power to Revoke and Amend While I Am Living While I am alive, I may at any time or times amend any provisions of my Trust Agreement or revoke my Trust in whole or in part. b. Method to Revoke or Amend During Life Any amendment or revocation of my Trust Agreement made during my life shall be by a written instrument signed by me and delivered to my Trustee. c. Authorized Power and Method to Amend at Death If Code section 401(a)(9) is interpreted to allow the beneficiaries of a trust to qualify as a "designated beneficiary" if such trust may be so amended at death, then by a duly probated last will which exercises this power to amend, I may also amend any provisions of my Trust. In addition, my Spouse may amend any trust or trust share over which my Spouse has a general non-lapsing power of appointment over principal. Notwithstanding the preceding, any Retirement Benefits allocated to any trust or trust share due to my death shall be held in a separate share of that trust or a separate subshare of such share, as the case may be, that shall be irrevocable upon my death. The allocation of Retirement Benefits to any such irrevocable trust share or subshare, is intended to qualify the beneficiaries of such trust share or subshare as a "designated beneficiary" under Code section 401(a)(9). d. Trustee Consent Any exercise of a power of amendment substantially affecting the duties, rights and liabilities of my Trustee shall be effective upon my Trustee only if agreed to by my Trustee in writing. 4-2 e. Delivery of Property After Revocation After any revocation with respect to my Trust, my Trustee shall promptly deliver the trust property to me. f. Trustee's Retention of Assets Upon Revocation In the event of any revocation of all or part of my Trust, my Trustee shall be entitled to retain sufficient assets to reasonably secure the payment of liabilities my Trustee has lawfully incurred in administering my Trust unless I indemnify my Trustee against loss or expense. Section 4. Exercise of Trustor's Rights and Powers by Others Any right or power, other than an amendment by will, or any right or power that would constitute a general power of appointment if held by my Agent, that I may exercise under the terms of my Trust Agreement, may be exercised for and on my behalf by any Agent who, at the time of the exercise, is duly appointed and acting for me under a valid and enforceable power of attorney executed by me. Only if no such Agent is then available, a Personal Representative appointed by a court of competent jurisdiction may exercise such right or power. Other than as provided in this Section 4, the powers under my Trust Agreement are personal to me and may not be exercised by any other person or entity. Section 5. Property Held as Nominee For administrative convenience, it is contemplated that certain assets may be added to my Trust Estate from time to time with the possession and control thereof retained by or redelivered to me. Notwithstanding such control or redelivery, such assets shall be assets of my Trust Estate and held by me as the nominee of my Trustee. During the period such assets are in my possession they shall be subject to the following terms and conditions: a. I may receive directly and devote to my own use and benefit any dividends, interest, income, or proceeds or distributions from or upon such assets and neither I nor my Trustee shall have any duty of accounting to the other or to any other person with regard thereto. 4-3 b. Any sale, exchange or other transfer of such assets by me shall constitute a withdrawal of such assets from the Trust Estate and my Trustee shall have no further interest therein or duties with regard thereto. Though not a condition precedent to any such withdrawal, I agree to notify my Trustee of all such withdrawals. c. I shall be responsible for the reporting of the income from such assets to the appropriate taxing authorities and my Trustee shall have no responsibility for including such income on any fiduciary returns prepared by my Trustee or for the preparation of any other government filing with respect thereto unless I duly notify my Trustee of such income items and a full and adequate accounting thereof is made and presented to my Trustee. d. I shall protect and indemnify my Trustee against all losses, liabilities and expenses which may result directly or indirectly from my use, possession, management or control of such assets. e. Upon my death or incapacity, my Trustee shall remain entitled to the possession thereof and shall continue to have all the rights, powers and duties with respect to such assets which are granted to my Trustee herein. My Trustee is not responsible for assets held by me as nominee. However, it is also understood that my Trustee shall use any reasonable and prudent means to secure possession of any trust assets of which my Trustee has knowledge. My Trustee shall have no duty, accountability or responsibility to me or to any other person with respect to any assets of which my Trustee has no knowledge or of which my Trustee is unable to obtain possession and control. 4-4 Article Five Administration at Death of the Trustor Section 1. Trustee's Payment of Debts and Taxes After my death, unless other provisions for payment have been made, my Trustee shall pay all or any part of the following expenses, debts, claims and taxes from my Trust Estate: a. Final medical expenses and all funeral costs; b. Legally enforceable claims against me.; c. Reasonable expenses of administration of my Trust, including those attributable to my probate estate or those attributable to the distribution of any bequest; d. Any allowances mandated by a cotu-t of competent jurisdiction to those dependent upon me; e. Any estate, inheritance, succession, generation skipping transfer, or similar taxes payable by reason of my death; and f. Any penalties or interest on any of the above expenses, claims, debts or taxes owed by me or my probate estate. Section 2. Payment by My Trustee or Personal Representative My Trustee, in my Trustee's discretion, may make distributions authorized under this Article either directly to the person or entities to whom payment is owed or to the Personal Representative of my probate estate. Written statements by my Personal Representative that such sums are due and payable by my estate shall be sufficient evidence of their amount and propriety for the protection of my Trustee. My Trustee shall be under no duty to see to the application of any such payments made to my Personal Representative. 5-1 Section 3. Tax Elections If no Personal Representative has been appointed, with regard to the payment of any income tax, gift tax, estate tax, inheritance tax, Generation Skipping Transfer Tax or any other tax due because of my death, my Trustee shall have the right to make any available elections allowed under the law or to sign and file any tax return. If a Personal Representative has been appointed, the Personal Representative shall have the foregoing rights and duties. Section 4. Payment of Death Taxes, Claims and Expenses a. Payment Out of Trust Property All death taxes, claims and expenses payable under the provisions of this Article may be paid by my Trustee out of my Trust Estate except as specifically provided for elsewhere in my Trust Agreement. Such payments may be allocated, partly or wholly, in my Trustee's discretion, to income or principal; but, to income only to the extent such allocation does not constitute a material limitation upon any trust portion that would otherwise qualify for the federal estate tax Marital Deduction or decrease any otherwise allowable Charitable Deduction. b. Exception for Property Passing Outside of My Trust Notwithstanding Section 4.a of this Article, unless specifically directed otherwise by another separate provision of my Trust Agreement, all death taxes, claims and expenses attributable to assets passing outside of my Trust or my probate estate shall be assessed against those persons receiving such property; provided, however, that under no circumstances shall any transfer to any beneficiary that qualifies for the federal estate tax Marital or Charitable Deduction cause the property transferred or such beneficiary to bear any such taxes. Section 5. Apportionment of Expenses, Claims and Taxes Notwithstanding Section 4.a of this Article, unless specifically directed otherwise by another separate provision of my Trust Agreement, all expenses, claims and taxes attributable to any specifically distributed property shall be apportioned to the share of the beneficiaries of such specific distributions. Any distribution of specific trust property under my Trust Agreement shall pass subject to all liens, mortgages or encumbrances attributable thereto. 5-2 Section 6. Exception to Apportionment of Death Taxes Notwithstanding any provision in my Trust Agreement to the contrary, it is my intent, and I hereby direct, that to the extent practicable no death taxes shall be apportioned to or against any part of my estate or the trusts or shares created by my Trust Agreement, or any beneficiary thereof, which qualifies for the federal estate tax Marital Deduction or Charitable Deduction. Further, notwithstanding any above provisions, Death Taxes chargeable among trusts hereunder that are substantially identical except that one trust is Exempt and the other Trust is Non-Exempt shall be charged first to the Non-Exempt Trust until exhausted and then to the Exempt Trust. The preceding sentence shall not apply to the extent that charging and paying such taxes as provided in such sentence increases the Inclusion Ratio of any Exempt Trust hereunder. Furthermore, should the payment of expenses, claims and taxes from any Qualified Retirement Plan or Individual Retirement Account ("IRA") assets which comprise my Trust Estate cause my Trust t~ be d<~squalified as a "Qualif ed Beneficiary" Trust, it is my ,ntP1t, at:d I hereby direr±, that to the extent practicable, no expenses, claims and taxes be paid from such Qualified Retirement Plan or IRA assets. 5-3 Article Six Specific Distributions of Trust Property Section 1. Distributions Under Article Six Except for the specific distributions directed in the following Sections of this Article Six, all distributions of trust property shall be made in accordance with the Articles that follow. Section 2. Income in Respect of a Decedent ("IRD") After my death, my Trustee shall distribute a fraction of all items of IRD in my Trust Estate to the Survivor's Trust. Any IRD not distributed to the Survivor's Trust shall be distributed to the Family Trust to the extent such allocation will not exceed my Unused Applicable Credit Equivalent. The fraction to be distributed to the Survivor's Trust shall be determined by dividing my Spouse's Unused Applicable Credit Equivalent, reduced by the balance of my Spouse's then Taxable Estate, before any distributions pursuant to Article Seven or otherwise have been made to the Survivor's Trust from property included my Gross Estate, by the value of all items of Il2D in my Trust Estate or otherwise received by my Trustee due to my death. Other than pursuant to the terms of Article Twelve, if any IRD consists of any benefits subject to the provisions of Code Section 401(a)(9), no beneficiary who is not an individual may receive any such benefits. Section 3. Estate Planning Letter or Memorandum To the extent permitted by state law and not necessary to fully utilize my Unused Applicable Credit Equivalent, my Trustee shall distribute personal or household items from my Trust Estate to such persons as I may direct by a written instrument delivered to my Trustee. Section 4. Specific Distribution Not a Part of My Trust Estate If the property making up any specific distribution set forth in this Article is not part of my Trust Estate at the time such specific distribution is directed to be made and will not become a part of my Trust Estate within a reasonable time, my Trustee shall disregard that specific distribution. Section 5. Specific Distribution of Trust Property My Trustee shall make the following specific distributions of trust property: 6-1 If, at the time of the death of the second to die of the Trustor and the Trustor's spouse, the residence at 127 Laurel Drive, Enola, Pennsylvania, is trust property and is the primary residence of any unmarried child of the Trustor, then the Trustee shall hold the residence in trust under the following terms: a) Any child of Trustor may occupy the residence without the obligation to pay rent to the Trustee; b) Any child of Trustor occupying the residence shall directly pay or reimburse the Trustee for real estate taxes and utility expenses of the residence; c) If the only child residing in the residence marries or discontinues using the residence as a principal residence, the trust shall terminate and the residence shall be distributed equally to the surviving children of the Trustor. 6-2 Article Seven Division into Survivor's Share and Family Share Section 1. Division of My Trust Estate Upon my death, my Trustee shall allocate and distribute my remaining Trust Estate, including any property that becomes distributable or payable to my Trustee at my death, into two separate shares to be identified as the Survivor's Share and the Family Share. a. Property Transferred to the Survivor's Share The Survivor's Share shall consist of that amount of assets of my Trust Estate equal in value to the amount that when added to my Spouse's then Taxable Estate, after any allocation pursuant to Article Six of my Trust Agreement, equals my Spouse's Unused Applicable Credit Equivalent. b. Survivor's Share to Be Administered as Survivor's Trust The Survivor's Share shall be held, administered and distributed according to the provisions of the Survivor's Trust as set forth in Article Eight of my Trust Agreement. c. Property Transferred to the Family Share The Family Share shall consist of all assets of my Trust Estate not distributed to the Survivor's Share to the extent such allocation will not cause the Family Share to hold assets in an amount which exceeds my Unused Applicable Credit Equivalent. Any such excess shall be distributed to the Survivor's Share. d. Family Share to Be Administered as Family Trust The Family Share shall be held, administered and distributed according to the provisions of the Family Trust as set forth in Article Nine of my Trust Agreement. 7-1 Section 2. Allocation and Valuation of Assets In allocating assets between the Survivor's Share and the Family Share, my Trustee shall allocate the trust assets between the Survivor's Share and the Family Share in cash or in kind, or partly in each, on a pro rata or non pro rata basis, and in undivided interests or not; subject, however, to the following: a. Qualification for Marital Deduction My Trustee shall allocate to the Survivor's Share only those assets that qualify for the Marital Deduction. b. Valuations of Allocations in Kind Assets allocated in kind shall be valued on the basis of their values as finally determined for federal estate tax purposes; provided, however, that my Trustee shall act impartially, consistent with equitable principles requiring impartiality among beneficiaries, in allocating assets so that any distribution of assets shall be made of assets, including cash, fairly representative of appreciation or depreciation in the value of all properly thus available for distribution. c. Income The Survivor's Share and the Family Share shall be entitled to a currently distributable pro rata share of the income earned on my Trust Estate and my probate estate from the date of my death, including a share of income earned on assets used to discharge liabilities. d. Foreign Death Tag Credit My Trustee shall not allocate assets that qualify for the Foreign Death Tax Credit to the Survivor's Share unless all other assets or interests available for allocation have been so allocated. e. Insurance Policies Notwithstanding any other provisions to the contrary, as to any policy of insurance on the life of my Spouse that is allocated to the Family Share, my Spouse shall not have the right, either individually or in a fiduciary capacity, to hold or control any incident of ownership in, or exercise any power over, any such policy or the cash value therein or financial benefit derived therefrom; but, may 7-2 direct that an Independent Trustee to exercise such powers be appointed pursuant to the Trustee succession provisions of Article Three that would apply as if no Trustee were then serving, provided, however, that my Spouse may not otherwise participate in the appointment process. f. Priority My Trustee shall allocate all assets that are not properly characterized as Income in Respect of a Decedent ("IRD") in accordance with the provisions of this Article Seven. IRD assets shall be allocated and distributed under the provisions of Article Six. If no specific allocation of IRD is directed by Article Six, then IRD also shall be allocated under this Article Seven. Section 3. Intention 'That Survivors Share t~ualify for i'Iarital Deduction I intend that the Survivor's Share qualify for the federal estate tax Marital Deduction and my Trust Agreement shall be construed accordingly. All other provisions of my Trust Agreement shall be subordinate to that intent. If the granting of any right, power, privilege, authority or immunity to my Trustee or another person or the imposition of any duty upon my Trustee or another person by any provision of my Trust Agreement would disqualify any share or interest of my Spouse from qualifying for the federal estate tax Marital Deduction provided by Section 2056 of the Code, such provision shall be ineffective if and to the extent that the same, if effective, would so disqualify such share or interest. Notwithstanding any other provision in my Trust Agreement to the contrary, my Spouse at any time shall have the right to direct my Trustee, in writing, to convert to reasonably productive property, any underproductive trust property held in the Survivor's Trust, or in any Trust or Trust share as to which an election is made to qualify all or part thereof for the Marital Deduction under Section 2056(b)(7) of the Code. Section 4. Disclaimer of Property Any power or any interest in property or portion thereof that is disclaimed by my Spouse shall be held, administered or distributed according to the following terms: a. Property Disclaimed My Spouse may disclaim any power or any interest in any property held in trust or otherwise for, or to be distributed to or for the benefit of, my Spouse under my Trust Agreement. 7-3 b. Time to Disclaim My Spouse may disclaim within the time limits and under the conditions permitted by the laws regulating disclaimers. c. Delivery of Disclaimer to My Trustee A disclaimer by my Spouse maybe exercised by the delivery to my Trustee of an irrevocable and unconditional refusal to accept any power or any interest in any property passing to my Spouse or the Survivor's Share. d. Disclaimer of Survivor's Share If my Spouse exercises a disclaimer with respect to any interest in any property set aside as pail Of rile Suivivor'S Silare, any SUC1i dlsCiailTlcd 'u'liereSt shall be added to the Family Share. Notwithstanding any other provisions of my Trust Agreement to the contrary, any such disclaimed interest and income thereon shall not be subject to any power of appointment held by my Spouse other than a power of appointment limited by an ascertainable standard subject to health, education, maintenance or support. e. Disclaimer of Family Share If my Spouse exercises a disclaimer with respect to any interest in any property set aside as part of the Family Share, such disclaimed interest shall be distributed under the relevant terms of the Family Trust. 7-4 Article Eight Survivor's Trust Section 1. Rights of Spouse in the Survivor's Trust My Trustee shall hold, administer and distribute the assets of the Survivor's Trust as follows: a. Payment of Income My Trustee shall pay to, or apply for the benefit of, my Spouse, so long as my Spouse lives, the entire net income of the Survivor's Trust in monthly or other convenient installments agreed upon by my Spouse and my Trustee, but not less often than annually. If my Trustee is entitled to payments from any Retirement Account, my Trustee shall allocate to income from payments received in any calendar year an amount equal to the income earned by the Account in such year, and any excess shall be allocated to principal, and if the payments in such year are less than the amount equal to the income earned by the Account in such year, my Spouse shall have the continuing right to require my Trustee to withdraw from the Account and pay to my Spouse, as income, an additional amount so that my Spouse can be paid an amount equal to such income; and to require my Trustee to satisfy any remaining deficiency from principal or make other arrangements to ensure that the Survivor's Trust qualifies for the Marital Deduction. b. Discretionary Payment of Principal At any time or times during my Spouse's life, my Trustee shall pay to, or apply for the benefit of, my Spouse so much of the principal of the Survivor's Trust as my Trustee deems proper for my Spouse's comfort, welfare, and happiness. In exercising discretion, my Trustee shall give consideration to all other income and resources then known to be available to my Spouse for use for these purposes. c. Right of Surviving Spouse to Withdraw Principal My Trustee shall pay to my Spouse as much of the principal of the Survivor's Trust as my Spouse may from time to time demand in a signed writing delivered to my Trustee. 8-1 d. General Power of Appointment Subject to any payments required under Section 3 of this Article, upon the death of my Spouse, my Trustee shall distribute all of the Trust Estate of the Survivor's Trust, including the trust principal and accnied and undistributed income, to any person or entity and upon any trust terms and conditions, or to or in favor of the estate of my Spouse as my Spouse may direct by my Spouse's last will. No exercise of this power of appointment shall be effective unless it refers to my Trust Agreement and expressly indicates an intention to exercise this power of appointment. My Trustee may rely upon any instrument that my Trustee in good faith believes to be the last will of my Spouse in carrying out the terms of this power of appointment and shall not be liable for any good faith act in reliance upon that will even if for any reason it is later determined to be invalid with respect to its purported exercise of this power of appointment. If my Trustee receives no notice, within six (6 j months after the death of my Spouse, of the existence of a will of my Spouse that exercises this power of appointment, my Tntstee may distribute the Trust Estate of the Survivor's Trust as though this power, of appointment had not been exercised and shall be conclusively presumed to have acted in good faith even if such a valid will is thereafter discovered. Section 2. Termination Upon the Death of my Spouse The Survivor's Trust shall terminate upon the death of my Spouse. My Trustee shall then hold and administer the balance of the Survivor's Trust as follows: a. Surviving Spouse's Debts and Taxes My Trustee may pay all of my Spouse's following expenses, debts, claims and taxes becoming due or payable by reason of my Spouse's death and equitably apportioned to the Survivor's Trust: Final medical expenses and all funeral costs; 2. Legally enforceable claims against the Survivor's Trust or my Spouse's probate estate; 3. Reasonable expenses of administration of the Survivor's Trust and my Spouse's probate estate, including those attributable to the distribution of any bequest; 4. Any allowances mandated by a court of competent jurisdiction to those dependent upon my Spouse; 8-2 5. Any estate, inheritance, succession, death or similar taxes payable by reason of the death of my Spouse; and 6. Any penalties or interest on any of the above expenses, claims, debts or taxes owed by my Spouse or my Spouse's estate. Section 3. Administration of Remainder of Survivor's Trust After making all payments authorized in the preceding provisions of this Article, my Trustee shall hold and administer the Trust Estate of the Survivor's Trust in accordance with the Articles that follow. Section 4. Payment by My Trustee or Personal Representative My Trustee, in my Trustee's discretion, may make distributions authorized under this Article either directly to the person or entities to whom payment is -owed or to the Personal Representative of my Spouse's probate estate. Written statements by my Spouse's Personal Representative that such. sums are due and payable by the estate shall be sufficient evidence of their amount and propriety for the protection of my Trustee. My Trustee shall be under no duty to see to the application of any such payments made to my Spouse's Personal Representative. Section 5. Tax Elections With regard to the payment of any income tax, gift tax, estate tax, inheritance tax, generation skipping tax or any other tax required because of the death of my Spouse, if my Spouse has no Personal Representative and has so authorized my Trustee, my Trustee shall have the right to make any available elections allowed under the law and shall be authorized to sign and file any tax return. If my Spouse has a Personal Representative, the Personal Representative shall have the foregoing rights and duties. If my Spouse has predeceased me, I authorize my Spouse's Trustee, if any, to act with respect to tax elections if I have no Personal Representative. Section 6. Generation Skipping Trust 8-3 a. Creation of GST Shares One and Two Notwithstanding the preceding provisions of this Article, if the value of my Spouse's then taxable estate (inclusive of the Survivor's Share) exceeds my Spouse's Unused Generation Skipping Tax Exemption Equivalent, the Survivor's Trust shall be segregated into separate shares identified as GST Share One and GST Share Two. My Spouse, however, is hereby granted the continuing power to direct my Trustee, in a writing delivered to my Trustee at any time, to disregard the asset allocation provisions (and GST Share creation provisions) of this Section 6 as to any, or a11, or any part of any interest in any assets, of my Trust Estate that would be affected by such allocation and to administer such assets in accordance with the other Sections of this Article Eight. My Spouse is encouraged, but not directed, to disclaim such power, in whole or in part, or as to interests in some assets but not others (and is specifically hereby authorized to do so), in order to obtain any available Generation Skipping Transfer Tax exclusion benefits as to such assets of my Trust Estate. Nevertheless, if my Spouse determines that unrestricted access to all or any part of my Trust Estate, or interests in specific assets thereof, is preferable to exclusion from the Generation Skipping Transfer Tax, then my Spouse may retain so much of this power as desired by not exercising a disclaimer to the extent selected by my Spouse. b. Allocation to GST Share One and Share Two My Trustee shall allocate to GST Share One that fraction of the Survivor's Trust determined by dividing my Unused Generation Skipping Tax Exemption Equivalent by the value of the assets of the Survivor's Trust. Any assets not allocated to GST Share One shall be allocated to GST Share Two. c. Administration of GST Share One My Trustee shall hold, administer and distribute the assets of GST Share One as follows: 1. Payment of Income My Trustee shall pay to, or apply for the benefit of, my Spouse, so long as my Spouse lives, the entire net income of GST Share One in monthly or other convenient installments agreed upon by my Spouse and my Trustee, but not less often than annually. 8-4 If my Trustee is entitled to payments from any Retirement Account, my Trustee shall allocate to income from payments received in any calendar year an amotmt equal to the income earned by the Account in such year, and any excess shall be allocated to principal, and if the payments in such year are less than the amount equal to the income earned by the Account in such year, my Spouse shall have the continuing right to require my Trustee to withdraw from the Account and pay to my Spouse, as income, an additional amount so that my Spouse can be paid an amount equal to such income; and to require my Trustee to satisfy any remaining deficiency from principal or make other arrangements to ensure that the Survivor's Trust qualifies for the Marital Deduction. 2. General Power of Appointment Over Undistributed Net income Upon the death of my Spouse, my Trustee shall distribute all of the accrued but undistributed net income of GST Share One to any person or entity and upon any trust terms and conditions, or to, or in favor of, the estate of my Spouse, as my Spouse may direct by my Spouse's last will. No exercise of this power of appointment shall be effective unless it refers to my Trust Agreement and expressly indicates an intention to exercise this power of appointment. My Trustee may rely upon any instrument that my Trustee in good faith believes to be the last will of my Spouse in carrying out the terms of this power of appointment and shall not be liable for any good-faith act in reliance upon that will, even if for any reason it is later determined to be invalid with respect to its purported exercise of this power of appointment. If my Trustee receives no notice, within six (6) months after the death of my Spouse, of the existence of a will of my Spouse that exercises this power of appointment, my Trustee may distribute the accrued but undistributed net income as though this power of appointment had not been exercised and shall be conclusively presumed to have acted in good faith even if such a valid will is thereafter discovered. 3. Discretionary Payment of Principal At any time or times during my Spouse's life, my Trustee shall pay to, or apply for the benefit of, my Spouse so much of the principal of GST Share One as my Trustee deems proper for my Spouse's health, 8-5 education, maintenance or support. h7 exercising discretion, my Trustee shall give consideration to all other income and resources then known to be available to my Spouse for use for these purposes. 4. Limitation on Discretionary Payment of Principal by Trustee Notwithstanding the provisions of Section 6.c.3 of this Article, I recommend, but do not require, that my Trustee shall first exhaust the principal from GST Share Two before making discretionary payments of principal from G5T Share One. 5. Limited Power of Appointment By a last will, my Spouse shall have the limited testamentary power to appoint to, or for the benefit of, my descendants some or all of the principal, including unappointed income of GST Share One, as it exists at the date of death of my Spouse after payment of expenses, debts, claims and taxes pursuant to Section 6.c.7 of this Article. My Spouse may appoint trust assets under this limited testamentary power among my descendants in equal or unequal amounts, either directly or in trust, as my Spouse directs. This limited testamentary power of appointment shall not be exercised in favor of my Spouse's estate, the creditors of my Spouse, the creditors of my Spouse's estate, or in any way that would result in any economic benefit to my Spouse. If my Trustee receives no notice, within six (6) months after the death of my Spouse, of the existence of a will of my Spouse that exercises this power of appointment, my Trustee may distribute the accrued but undistributed net income as though this power of appointment had not been exercised and shall be conclusively presumed to have acted in good faith even if such a valid will is thereafter discovered. 6. Termination Upon the Death of my Spouse GST Share One shall terminate upon the death of my Spouse. My Trustee shall then hold and administer the balance of GST Share One in accordance with the following provisions of this Section 6.c. 8-6 7. My Spouse's Debts and Taxes Taping into consideration any waiver pursuant to section 2207A of the Code in the last will of my Spouse, my Trustee may pay all of my Spouse's following expenses, debts, claims and taxes becoming due or payable by reason of my Spouse's death and equitably apportioned to the Survivor's Trust; but from GST Share One only to the extent not paid from GST Share Two: (a) Final medical expenses and all funeral costs; (b) Legally enforceable claims against the Survivor's Trust or my Spouse's probate estate; (c) Reasonable expenses of administration of the Survivor's trust and my Spouse's probate estate, including those attributable to the distribution of any bequest; (d) Any allowances mandated by a court of competent jurisdiction to those dependent upon my Spouse; (e) Any estate, inheritance, succession, death or similar taxes payable by reason of the death of my Spouse; and (f) Any penalties or interest on any of the above expenses, claims, debts or taxes owed. 8. Payment by My Trustee or Personal Representative My Trustee, in my Trustee's discretion, may make distributions authorized under this Section either directly to the person or entities to whom payment is owed, or to the Personal Representative of my Spouse's probate estate. Written statements by my Spouse's Personal Representative that such sums are due and payable by the estate shall be sufficient evidence of their amount and propriety for the protection of my Trustee. My Trustee shall be under no duty to see to the application of any such payments made to my Spouse's Personal Representative. 8-7 9. Tax Elections With regard to the payment of any income tax, gift tax, estate tax, inheritance tax, generation skipping tax or any other tax required because of the death of my Spouse, if my Spouse has no Personal Representative and has authorized my Trustee to so act, my Trustee shall have the right to make any available elections allowed under the law and shall be authorized to sign and file any tax return. If my Spouse has a Personal Representative, the Personal Representative shall have the foregoing rights and duties. If my Spouse predeceased me, Iauthorize my Spouse's Trustee, if any, to act with respect to tax elections if I have no Personal Representative. 10. Administration of Remainder of GST Share One After making all payments authorized above in this Article Eight, my Trustee shall hold and administer GST Share One as provided in the Articles that follow. d. Administration of GST Share Two My Trustee shall hold, administer and distribute the assets of GST Share Two pursuant to the terms of Sections 1 through 6, inclusively, of this Article, and after making all payments authorized in said Sections, my Trustee shall hold and administer GST Share Two as provided in the Articles that follow. 8-8 Article Nine Family Trust Section 1. Rights of My Spouse in the Family Trust My Trustee shall hold, administer and distribute the assets of the Family Trust as follows: a. Payment of Income My Trustee shall pay to, or apply for the benefit of, my Spouse, so long as my Spouse lives, the entire net income. of the Family Trust in monthly or other convenient installments as agreed upon by my Spouse and my Trustee, but not less often than annually. b. Discretionary Payment of Principal At any time or times during my Spouse's life, my Trustee shall pay to, or apply for the benefit of, my Spouse, so much of the principal of the Family Trust as my Trustee, in my Trustee's discretion, deems proper for my Spouse's health, education, maintenance or support. c. Guidelines for Trustee's Discretion In exercising discretion, my Trustee shall give consideration to all other income and resources then known to be available to my Spouse. In exercising discretion, my Trustee may, but is not required to, consider any differences in income tax rates as to the Family Trust and permissible distributees of principal. My Trustee shall accumulate and add to principal any net income not distributed. d. Limitation on Discretionary Payment of Principal by Trustee I recommend, but do not require, that my Trustee shall first exhaust the principal from the Survivor's Trust before making discretionary payments of principal to my Spouse from the Family Trust. 9-1 Section 2. Termination of the Family Trust On the death of my Spouse, the Family Trust shall terminate. All unappointed and undistributed trust assets, including any accrued and undistributed net income, shall be held, admiiustered and distributed pursuant to the Articles that follow. 9-2 Article Ten Common Pot Trust Section 1. Creation of the Common Pot Trust At the death of the survivor of me and my Spouse, my Trustee shall not create a Common Pot Trust. All of my Trust Estate that has not been distributed under prior Articles of my Trust Agreement shall be held, administered, divided and distributed according to the provisions of the Articles that follow. 10-1 Article Eleven Division and Distribution of Trust Property Section 1. Division of Trust Property Into Shares While, to the extent practical, maintaining any previously established Generation Skipping Transfer Tax ratios relative to mist property, my Trustee shall divide, into separate and equal shares, all of my Trust Estate not previously distributed tinder the preceding Articles of my Trust Agreement (and for purposes of determining such division and subsequent distributions shall take into account the exclusion of any descendant as maybe directed in Article One) as follows: a. One Share for Each Living Child My Trustee shall create one share for each of my then living children. b. One Share for Each Deceased Child My Trustee shall create one share for each of my deceased children who has then living descendants. Section 2. Distribution of Trust Shares for My Living Children Unless distributions from a trust share are withheld pursuant to Section 1 of Article Fifteen or as otherwise provided in Section 4 of this Article Eleven, my Trustee shall promptly distribute the trust share set aside for each of my living children to such children, free of trust. Section 3. Distribution of Trust Share for Descendant of Deceased Child Unless distributions from a trust share are withheld pursuant to Section 1 of Article Fifteen or as otherwise provided in Section 4 of this Article Eleven, my Trustee shall promptly distribute the trust share set aside for my deceased children to their descendants, per stirpes, in accordance with the terms of Section 2 of this Article Eleven. 11-1 Section 4. Distributions to Underage or Incapacitated Beneficiaries Notwithstanding any provision to the contrary in this Article Eleven and subject to Section 2 of Article Fifteen, if any beneficiary otherwise entitled to receive a distribution of trust property is under the age of 25 years or is incapacitated, as defined in Article Fifteen, my Trustee shall retain and administer such beneficiary's trust share for such beneficiary's benefit pursuant to the following provisions of this Article Eleven: a. Incapacitated Beneficiary If such beneficiary's trust share is being held under this Section 4 due to such beneficiary's incapacity (as defined in Article Fifteen) then, only during the term of such incapacity, such beneficiary's trust share shall be administered according to the Special Needs Provisions of Article Fifteen. Upon the benefciary's regaining capacity (as determined under Article Fifteen) the following provisions of this Article Eleven shall. apply. b. Underage Beneficiary If such beneficiary's trust share is being held under this Section 4 due to such beneficiary's being under the age of 25, such beneficiary's trust share shall be administered as follows: 1. My Trustee's Discretion My Trustee shall pay to, or apply for the benefit of, such beneficiary, so much of the net income and principal of such beneficiary's trust share as my Trustee, in my Trustee's discretion, deems proper considering all other resources then known to be available to such beneficiary. 2. Payments Made to Beneficiary or Personal Representative My Trustee is authorized to make payments under this Section 4.b directly to the beneficiary, to the beneficiary's Personal Representative or to any other person my Trustee may deem proper to be used for the benefit of the beneficiary. 11-2 3. Trustee's Decisions Are Final All decisions by my Trustee as to whom my Trustee makes payments, the purposes for which payments are made and the amounts to be paid out of any trust share are within my Trustee's discretion. 4. Undistributed Net Income All undistributed net income shall be accumulated and added to the principal of the trust share. Section 5. Termination and Distribution as to Underage or Incapacitated Bene_fi_riary Unless distributions from a trust share are withheld pursuant to Section 1 of Article Fifteen, my Trustee shall distribute the trust share to the respective beneficiary of the share being held under Section 4 of this Article Eleven on the latest to occur of (i) the date upon which such beneficiary reaches the age of 25 years, (ii) the times for distribution provided in the preceding Sections of this Article Eleven, if any, or (iii) when such beneficiary is no longer incapacitated, as determined pursuant to the provisions of Article Fifteen. Section 6. Death of Incapacitated or Underage Beneficiary Subject to the provisions of preceding Sections of this Article Eleven, if any beneficiary whose trust share is being held in trust under such Sections dies before the complete distribution of such beneficiary's trust share, the beneficiary's interest in such trust share shall lapse and my Trustee shall distribute such beneficiary's trust share to such beneficiary's then living descendants, per stirpes; or, if none, to such beneficiary's siblings, per stirpes. If such beneficiary has no then living siblings, my Trustee shall distribute such beneficiary's trust share to my then living descendants, per stirpes. If I have no then living descendants, my Trustee shall distribute such beneficiary's trust share as provided in the Articles that follow. Section 7. General Power of Appointment Over Certain Assets If any separate share or trust established under this Article Eleven shall terminate, or if a beneficiary's interest therein lapses, upon the death of the beneficiary thereof, my Trustee shall, anything herein to the contrary notwithstanding, distribute to such appointee or appointees who are creditors of the estate of such deceased beneficiary, in such proportions and amounts as such deceased beneficiary shall direct and appoint by such deceased beneficiary's last will and testament referring specifically to this general power of appointment, those assets composing 11-3 such separate share or trust the transfer of which pursuant to the terms hereof, other than this Section 7, and assuming the nonexercise of any special testamentary power of appointment elsewhere herein conferred upon such deceased beneficiary, upon such termination would, but for such general power, cause any tax under Chapter 13 of the Code to be payable. If such deceased beneficiary shall fail in whole or in part to exercise such general power, then the assets subject to such general power with respect to which such deceased beneficiary shall have failed to exercise such general power shall be distributed as otherwise provided in my Trust Agreement. 11-4 Article Twelve Distribution if No Designated Beneficiaries Section l.. Remainder to Named Beneficiaries If at any time there is no beneficiary entitled to receive all or any part of my Trust Estate under the preceding Articles, then my remaining Trust Estate shall be distributed as follows: Name ROBERT SEELEY AND LORRAINE AUSTIN, EQUALLY, OR THE SURVIVOR OF THEM Amount 100% If any person named as a beneficiary under this Article Twelve is not then living, or, if such beneficiary cannot take a share for any other reason, that beneficiary's share shall pass to such beneficiary's then living descendants, per stirpes. If such beneficiary does not have any then living descendants, then the share allocated for such beneficiary shall be reallocated among the remaining beneficiaries named in this Section 1. If there are no other beneficiaries under this Section 1, then my remaining Trust Estate shall be distributed to those persons who would be my heirs at law had I died intestate owning my Trust Estate. 12-1 Article Thirteen Trustee Administration Section 1. Required Vote for Co-Trustees a. Trustor Serving as Co-Trustee Unless otherwise provided in my Trust Agreement, if I am serving as a Co- Trustee under my Trust Agreement, I may make decisions and bind my Trust in the exercise of all powers and discretions granted to me as Trustee without the consent of any other Trustee. b. Unanimous Vote for Two Trustees Other than when I am serving as Co-Trustee, if only two Trustees are serving, they shall act unanimously in the exercise of all powers and discretions granted to them under my Trust Agreement. c. Majority Vote for More Than Two Trustees Other than when I am serving as a Co-Trustee, if more than two Trustees are serving under my Trust Agreement, they shall act by majority vote and any exercise of a power or discretion by a majority of the Trustees shall have the same effect as an exercise by all of them. d. Court Order Resolves Disputes Other than when I am serving as a Trustee, if the Trustees are not able to reach agreement on any decision as set forth in this Section 1, they shall petition a court of competent jurisdiction for instructions and shall take no action on the disputed matter until a court order deciding the issue has been rendered. Section 2. Power to Delegate Notwithstanding any other provision of my Trust Agreement, any one or more of the Co-Trustees serving under my Trust Agreement may from time to time delegate to another Co-Trustee or Co-Trustees routine acts of trust administration. 13-1 Section 3. No Bond Required No Trustee specifically named under my Trust Agreement shall be required to post any bond for the faithful performance of such Trustee's responsibilities. Section 4. Trustee Compensation Other than when I am serving as Trustee, my Trustee shall be entitled to reasonable compensation for services rendered. Such compensation is payable without the need of a court order. In calculating the amount of compensation, customary charges for similaz services in the same geographic area for the same time period shall be used as guidelines. Any corporate fiduciary shall be entitled to receive compensation for its services in accordance with its published fee schedule in effect from time to time and any trustee who is normally compensated on an hourly basis shall be so compensated. My Trustee shall also be entitled to reimbursement for reasonable costs and expenses incurred during the exercise of my Trustee's duties under my Trust Agreement. Section 5. Change in Corporate Trustee Any corporate successor to the trust business of any corporate trustee named under my Trust Agreement, or acting hereunder, shall succeed to the capacity of its predecessor without re- conveyance or transfer of trust property. Section 6. Written Notice to Trustee Until my Trustee receives written notice of any death or other event which triggers the right to payments from any trust or trust shares created under my Trust Agreement, my Trustee shall incur no liability for distributions made in good faith to persons whose interests may have been affected by such event. Section 7. Duty to Account My Trustee shall render accounts, upon request, to the income beneficiaries under my Trust Agreement at least annually, at the termination of a trust created hereunder and upon a change in the Trustees in the manner required by law. 13-2 Section 8. No Court Supervision No trust or trust share created under my Trust Agreement shall require the active supervision of any state or federal court. 13-3 Article Fourteen Trustee Powers Section 1. Powers In addition to any power hereinafter specifically granted to my Trustee, it is my intention that my Trustee have the power respecting property in my Trust Estate that an absolute owner of such property would have. In accordance with such intention, any power my Trustee needs to administer my Trust Estate, which is not hereinafter listed, shall be considered as provided for herein. All powers shall be exercised only in a fiduciary capacity and such powers may be exercised without the approval or supervision of any court. It is also my intention that the Uniform Prudent Investors Act and any similar enacted statute shall not apply to govern any of my Trustee's actions. The principles of the prudent person rule shall apply to govern the actions of my Trustee, except that the Deceased Trustor hereby directs that its application be suspended as to the Surviving Spouse acting in such a capacity. a. Retention of Property My Trustee shall have the power to retain any property received into my Trust at its inception, or later added to my Trust, without regard to whether my Trust investments are diversified, as long as my Trustee considers that retention is in the best interests of my Trust or is in furtherance of my goals in creating my Trust. Subject to any power of my Spouse to require underproductive property to be made reasonably productive, my Trustee shall have the power to invest and reinvest in any property that may be considered by applicable state law to be underproductive or unproductive in nature and, specifically to be exempt from any minimum income requirements called for under local law. b. Additions My Trustee shall have the power to receive additions to the assets of the various trusts created under my Trust Agreement from any source. c. Business Participation My Trustee shall have, notwithstanding any overall effect on the fair market value of the property held in any trust or trust share, the power to form, terminate, continue or participate in the operation of any business enterprise including a corporation, a sole proprietorship, ageneral or limited partnership (as a general or 14-1 limited partner) or a limited liability company (as a managing or nonmanaging member) and to effect any form of incorporation, dissolution, liquidation or reorganization, including, but not limited to, recapitalization and reallocation of classes of shares or other changes in the form of the business enterprise or to lend money or make a capital contribution to any such business enterprise. d. Make Investments My Trustee shall have the power to invest and reinvest the assets of my Trust as my Trustee may determine to be in the best interests of my Trust without limitation by any law applicable to investments by fiduciaries. The permitted investments and reinvestments may include securities such as common or preferred stock, mortgages, notes, subordinated debentures and warrants of any corporation, any common trust fund administered by a corporate fiduciary, other property, real or personal, including savings accounts and deposits, interests in mutual or money market funds or investment trusts, annuities and insurance whether or not such investments are unsecured or of a wasting nature. Any corporate trustee is authorized to invest in shares of an investment management company organized under the Investment Company Act of 1940 (commonly known as a mutual fund) for which the corporate trustee serves as an investment advisor, custodian, or in any other capacity, for remuneration. e. Life Insurance My Trustee shall have the power to obtain, by purchase or by gift or by conversion, reissue, consolidation or by any other means, and hold as an asset of my Trust, policies of insurance on my life or the life of any other beneficiary of my Trust. My Trustee is authorized and empowered to exercise, either before or after my death, all of the rights, options, elections or privileges exercisable in connection with such policies. These rights and options shall include, but not be limited to, incapacity benefits, the right to borrow money with which to pay premiums (or other charges) on any policy owned by my Trust (including any automatic premium loan feature) or for any other trust purpose, the right to elect among settlement options offered by the insurance company that issued such policy, the right to convert such policy to paid-up insurance, extended term insurance or to any different form of insurance, and the right to arrange for the automatic application of dividends in reduction of premium payments (or other charges) with regard to any policy of insurance held in my Trust Estate. Regarding any such policies: I represent that any policies of life insurance currently transferred into my Trust, or that will be transferred to my Trust hereinafter or purchased at my direction, have been 14-2 selected (or will be selected) solely by me based on my study and evaluation of (a) the sufficiency of the policy to meet the goals of my Trust, (b) whether or not available policy elections should be made, and (c) the current and projected financial strength and viability of the company issuing the policy. 2. My Trustee has made no representations to me concerning these policies and none of my study and evaluation of the policy or policies has been based on any representation by my Trustee. Furthermore, my Trustee is under no obligation to examine such policies upon receipt or to make subsequent or periodic evaluations of same. The obligations to examine and evaluate shall remain exclusively with me. 3. In the event that I or any beneficiary hereunder shall at any time (1) question the sufficiency of any life insurance policy, (2) determine that available policy elections should be made, or (3) question the continued fmancial strength or viability of the carrier, it shall be their absolute obligation to inform my Trustee of those facts in writing. My Trustee shall be indemnified and held harmless for any actions taken or not taken pertaining to any such policies held by my Trust. f. Dealing With Property My Trustee shall .have the power to acquire, grant, hold in a safe deposit box or dispose of real or personal property of all kinds including, but not limited to, puts, calls and options (including options on stock), for cash or on credit, including maintaining margin accounts with brokers, at public or private sale, upon such terms and conditions as my Trustee may deem advisable, and to manage, develop, improve, exchange, partition, change the character of, or abandon property, or any interest therein, or otherwise deal with real or personal property including, but not limited to, the placing or releasing of liens and encumbrances on real or personal property. g. Environmental Compliance Specifically, my Trustee shall have the power to use and expend my Trust income and principal to conduct environmental assessments, audits, and site monitoring to determine compliance with any environmental law or regulation thereunder; to take all appropriate remedial action to contain, clean up or remove any environmental hazard, including a spill, release, discharge or contamination, 14-3 either on my Tnistee's own accord or in response to an actual or threatened violation of any environmental law or regulation thereunder; to institute legal proceedings concerning environmental hazards or contest or settle any such legal proceedings brought by any local, state or federal agencies concerned with environmental compliance, or by a private litigant; to comply with any local, state or federal agency order, or court order directing an assessment, abatement or cleanup of any environmental hazards; to employ agents, consultants and legal counsel to assist in or perform the above undertakings or actions; and, in general, to take all appropriate actions to prevent, identify, or respond to any actual or threatened violations of any environmental law or regulation thereunder. No Trustee under my Trust Agreement shall be liable for any loss or depreciation in value sustained by my Trust as a result of my Trustee retaining any property upon which there is later discovered to be hazardous materials or substances requiring remedial action pursuant to any federal, state or local environmental law unless my Trustee contributed to the loss or depreciation in value through willful default, willful misconduct, or gross negligence. Moreover, my Trustee shall not be obligated to accept any property on behalf of my Trust without my Trustee first having the opportunity to determine, in my Trustee's discretion, that such property is not contaminated by any hazardous or toxic materials or substances, and that such property is not being used and has never been used for any activities directly or indirectly involving the generation, use, treatment, storage, disposal, release, or discharge of any hazardous or toxic materials or substances. Finally, my Trustee shall have the power to disclaim any power that, in my Trustee's discretion, will or may cause my Trustee to be considered an "owner" or "operator" of property held in my Trust Estate under the provisions of the Comprehensive Environmental Response, Compensation and Liability Act (CERCLA), as amended from time to time. This power to disclaim, as contained herein, shall apply to any such power, whether actually set forth under my Trust Agreement, incorporated by reference herein, or granted or implied by any statute or rule of law. h. Borrowing Authority My Trustee shall have the power to borrow funds from any person, including my Trustee; to guarantee indebtedness or indemnify others in the name of my Trust and to secure any such obligation by mortgage (including, but not limited to reverse mortgages), pledge, security interest or other encumbrance; and to renew, extend or modify any such obligation for a term within or extending beyond the administration of the term of my Trust. No lender shall be bound to see to, or be liable for, the application of the proceeds of any obligation and my Trustee shall not be personally liable for any obligation unless such Trustee and the lender so agree in writing. 14-4 i. Leasing Authority My Trustee shall have the power, with respect to real or personal property, to make, renew or amend for any purpose a lease, as lessor or lessee, for a term within or beyond the term of my Trust with or without option to purchase. j. Natural Resources My Trustee shall have the power to enter into any arrangement or agreement, including a lease, pooling or unitization agreement for exploration, development, operation, conservation and removal of minerals or other natural resources. k. Voting Rights My Trustee shaii have the power to vote a security in person or 'oy general or limited proxy; to participate in or consent to any voting trust, reorganization, dissolution, liquidation or other action affecting any securities; and to deposit securities with, and transfer title to, a protective or other committee. 1. Title to Assets My Trustee shall have the power to hold securities and other property whether real or personal and whether or not in negotiable form or in the name of a nominee (including "street name" of a broker) or by deposit to a clearing corporation, with or without disclosure of the Trustee relationship, but my Trustee shall be responsible for the acts of any nominee in the scope of the nominee's authorized actions with respect to such property or clearing corporation in connection with the property. m. Insurance My Trustee shall have the power to insure the assets of my Tnist against any risk, and my Trustee against liability, with respect to third persons. n. Settlement of Disputes My Trustee shall have the power to pay or contest any debt or claim; to compromise, release and adjust any debt or claim; and to submit any matter to arbitration. 14-5 o. Payment of Expenses 1VIy Trustee shall have the power to pay any taxes, assessments, reasonable compensation of my Trustee and other expenses incurred in the collection, management, care, protection and conservation of my Trust Estate. p. Principal and Income My Trustee shall have the power to allocate receipts or expenditures to either income or principal and to create reserves out of income as my Trustee, in my Trustee's discretion, deems appropriate and my Trustee's decision, made in good faith with respect thereto, shall be binding and conclusive on all persons. This power of allocation shall also apply to income during administration of my Trust after my death. Income during administration after my death is currently distributable. Notwithstanding the preceding sentence, if any trust (or a share thereunder) is the beneficiary of a Retirement Account, income earned after the participant's death in the account shall be income of such trust or share, and if my Trustee is required to pay all of the trust income to a beneficiary, my Trustee shall collect and pay the income of the account to the beneficiary at least quarterly. To the extent that all of the income cannot be collected from the account, the deficiency shall be paid from the principal of such trust or share. Income during administration after my death is currently distributable. q. Distribution of Trust Property My Trustee shall have the power to make any distribution or payment in kind or in cash, or partly in kind and partly in cash, and to cause any share to be composed of cash, property or undivided interests in property different in kind from any other share, either pro rata or non pro rata, without regard to differences in the tax basis of such property and without the requirement of making any adjustment of the shares by reason of any action taken pursuant hereto. Other than as would cause a Marital or Charitable Deduction to fail or an S election to terminate, any division, allocation, apportionment or valuation of trust property in order to pay expenses or taxes or to distribute the assets to or among any of the trusts, shares or beneficiaries shall be made by my Trustee, and the good faith determination of my Trustee shall be binding and conclusive on all parties. In order to maximize the benefits of my Unused Generation Skipping Tax Exemption Equivalent, my Trustee may consider the inclusion ratio of any Trust, share or subshare when making any distribution, division, allocation or apportionment under my Trust Agreement. 14-6 r. Litigation My Trustee shall have the power to prosecute or defend actions, suits, claims or proceedings for the protection or benefit of my Trust and my Trustee in the performance of my Trustee's duties. s. Employment of Agents My Trustee shall have the power to employ agents, including attorneys, accountants, investment advisors, custodians, appraisers or others, including any firm of which my Trustee is a member, to advise or assist my Trustee, to delegate to them fiduciary powers and to indemnify them against liability for positions taken in good faith and with reasonable basis. t. Corporate Fiduciary If any stock of a corporate trustee that is my Trustee, or of any affiliate or successor of such Trustee, shall be included in the assets of my Trust, my Trustee shall have full authority, in my Trustee's discretion, and notwithstanding any regulation or rule of law to the contrary, to retain the stock and any increases resulting from stock dividends and stock splits and from the exercise of purchase rights and the purchase of fractional shares needed to round out fractional share holdings that may arise concerning the stock. My Trustee shall vote such stock either directly or by proxy. However, to the extent my Trustee is prohibited by law from voting such stock, my Trustee shall vote in accordance with the written instructions of a majority of the then living beneficiaries then entitled to current distributions of income, or their Personal Representatives. In the event no instruction is given, my Trustee is authorized to vote the stock in the best interests of the beneficiaries in view of the purposes for which my Trust was created. u. Investment Transactions With regard to record keeping for investment transactions, my Trustee need not provide copies of confirmations or similar notifications each time a trade or investment transaction occurs, but investment transactions shall be set forth in my Trustee's periodic accounting. v. Repairs and Improvements My Trustee shall have the power to make ordinary or extraordinary repairs or alterations in buildings or other structures, to demolish any improvements, and to raze existing or erect new party walls or buildings or other structures. 14-7 w. Business Personnel My Trustee shall have the power to elect or employ directors, officers, employees, partners or agents of any business and to compensate such persons, whether or not any such person is a Trustee, director, officer, partner or agent of my Trustee or a beneficiary of my Trust. x. Farm or Ranch Property With respect to farm or ranch property, my Trustee shall have all necessary powers to participate in and operate any farming (including tree farming) or ranch operation personally or with hired labor, tenants or sharecroppers, to lease any farm for cash or a share of crops under a lease that permits or precludes the material participation of my Trustee to fertilize and improve the soil; to employ conservation practices; to participate in government programs; and to perform any other acts deemed by my Trustee necessary or desirable to operate the property. In making a decision whether to materially participate in farming or ranch operations, my Trustee shall consider whether an election should be made or has been made under Code Section 2032A to qualify for special farm-use valuation. y. Ancillary Fiduciaries If, for any reason, my Trustee deems it advantageous to act through an ancillary fiduciary, my Trustee may designate an ancillary Trustee qualified to serve in the jurisdiction where such ancillary fiduciary is to act and may delegate to such ancillary fiduciary such of the powers granted under my Trust Agreement as my Trustee deems advisable without being chargeable with loss, if any, arising out of such designation or delegation. My Trustee may specify whether any corporate fiduciary, or any person or persons acting in an ancillary capacity hereunder, shall serve with or without bond. Except as maybe otherwise specifically provided, no such ancillary fiduciary need comply with the provisions of any Uniform Trustee's Accounting Act, the Uniform Trust Act or similar acts in force in any state where the fiduciary maybe acting. z. Retention of Closely Held Interest My Trustee shall have the power to retain any real estate interests, closely held securities or affiliated companies or business interests, and to sell or dispose of such interests only after careful consideration and after determining that sale or disposition is under the existing circumstances in the best interests of my Trust or its beneficiaries. 14-8 aa. S Corporations If at any time my Trust holds any stock in an S corporation, or if my Trustee deems a Subchapter S election advisable for any corporation the stock of which is held in my Trust, my Trustee shall take all of the necessary actions as are necessary to continue such election in effect and, in preserving such election, may segregate the S corporation stock, or other corporation stock for which a Subchapter S election is to be made, from the other assets of my Trust, and in my Trustee's discretion, and otherwise consistent with the terms of my Trust to the greatest extent possible, may form new trusts and may amend the terms of my Trust Agreement as would be necessary to establish Qualified Subchapter S Trusts to hold the said S corporation stock and assets in compliance with Code Sections 1361(b) and 1361(d)(3) or to qualify the share of my Trust which holds such shares as an Electing Small Business Trust. bb. Exercise of Authority Except as otherwise provided in my Trust Agreement, my Trustee shall have the power to do all acts that might legally be done by an individual in absolute ownership and control of property. cc. Power to Divide or Combine Trusts My Trustee shall have the power to divide a single trust or share thereof into separate divisions, each to be administered in accordance with the terms and conditions of the single trust, from which they were created (or in accordance with such terms and conditions as they may be affected by my Trustee's power to comply with S Corporation requirements) when my Trustee, in my Trustee's discretion, determines that division is desirable or advisable in view of tax considerations, including considerations related to income tax, gift tax, inheritance tax or generation skipping transfer tax or other objectives of the trusts and their beneficiaries. My Trustee shall not be required to make a physical segregation or division of the various trust subdivisions created under my Trust Agreement except as segregation or division may be required by reason of the termination and distribution of any of the trust subdivisions, but my Trustee shall keep separate accounts and records for different undivided interests. My Trustee, in my Trustee's discretion, shall have the further power to combine two or more trusts or trust subdivisions having substantially the same terms into a single trust for purposes of administration when tax or other factors indicate that such combination would be desirable or advisable. 14-9 In deciding whether to combine trusts or trust subdivisions, my Trustee shall consider the generation skipping "inclusion ratio" of the trusts or trust subdivisions to be combined. Trusts or trust subdivisions having the same inclusion ratios may be combined. Trusts or trust subdivisions having different inclusion ratios should generally not be combined unless their inclusion ratios are maintained unchanged through substantially separate and independent shares of different beneficiaries within the meaning of Code Section 2654(b) and the applicable regulations thereunder. Specifically, unless there is a Personal Representative, my Trustee has the authority to allocate any portion of my respective exemptions under Code Section 2631(a) to property as to which I am the respective transferor, including any property transferred by myself during my lifetime as to which I did not make an allocation prior to my death. My Trustee also has the authority to make the special election under Code Section 2652(a)(3). If Code Section 2631(a) or 2652(a)(3) is not interpreted as to allow a Trustee to exercise such election, then a Personal Representative shall be appointed and is authorized to allocate my respective exemptions and to exercise the said special election. If my Trustee considers that any distribution from a trust or trust subdivision hereunder, other than pursuant to a power to withdraw or appoint, is a taxable distribution subject to the federal Generation Skipping Transfer Tax payable by the distributee, my Trustee may increase the distribution by an amount that my Trustee would estimate to be sufficient to pay that tax and any additional tax thereon, and shall charge the same against the trust or trust subdivision to which the tax relates. If my Trustee considers that any termination of an interest in my Trust or a trust subdivision hereunder is a taxable termination subject to the federal Generation Skipping Transfer Tax, my Trustee may pay that tax from the portion of the property to which the tax relates without any adjustment of the relative interests of the beneficiaries. dd. Termination of Small Trust If at any time after my death the costs of administration of my Trust (or any share thereof) are of such an amount in relation to the then principal and undistributed income of my Trust (or any share thereof) that my Trustee, in my Trustee's discretion, determines that my purposes in establishing my Trust (or any share thereof) would no longer be served, and if my Trustee deems it advisable to distribute the then principal and undistributed income of my Trust (or any share thereof) to the then living beneficiary or beneficiaries and to thereby cause termination of such Trust or share, my Trustee (other than any then current 14-10 beneficiary of my Trust) may do so without responsibility on the part of my Trustee. If no such Trustee is then serving, then any Trustee may direct than an Independent Trustee, to serve only for the purpose of determining the advisability of termination process, be appointed pursuant to the Trustee succession provisions of Article Three that would apply if no Trustee were then serving; provided however, than any Trustee who is also such a beneficiary may not otherwise participate in the appointment process. ee. Power to Subject Trust Property to Probate It is my intention to avoid probate through the use of my Trust. If, however, my Trustee and Personal Representative mutually determine that it shall be in the best interests of the beneficiaries of my Trust, and the beneficial interests of the beneficiaries shall not thereby be altered, my Trustee may subject any asset to probate to accomplish a result unavailable without probate. This power shall be strictly construed and shall only be used to secure any tax or other benefit otherwise unavailable to my Trust. Accordingly, other than a distribution that would cause a Marital or Charitable Deduction to fail, my Trustee, in my Trustee's discretion, may accomplish this objective by distributing such property to my estate. f£ Power to Change Sites My Trustee shall have the power, exercisable by a written instrument signed and acknowledged by my Trustee, to change the sites of any trust or trust share held by my Trustee; and, in conjunction with any such change and without any need to obtain the approval of any court, to elect that such trust or trust share shall be subject to the jurisdiction of the new sites. In addition, my Trustee may move the assets of such trust or trust share to the location of the new sites. The meaning and effect of the provisions of my Trust Agreement shall be construed in accordance with the laws of the governing state identified in Section 13 of Article Fifteen, but each trust or trust share shall be administered in accordance with the laws of the applicable sites. In no event, however, may this power be exercised in a manner that would cause the denial of Marital Deduction qualification for any portion of my Trust Estate, or that would prevent a trust or trust share from qualifying as a permitted shareholder of S corporation stock for federal income tax purposes. gg. Release of Trustee Powers Each Trustee who determines it to be in the best interest of any beneficiary may, at any time, by instrument executed with all the formalities of a deed and delivered personally or sent by certified mail to another then acting Trustee, if 14-11 any, or to some beneficiary of the affected Trust or Trusts, release and relinquish or disclaim upon any terms, either in whole or in part, temporarily or permanently, revocably or irrevocably, with or without binding successors, any one or more of the powers, rights, authorities, and discretions conferred upon such Trustee by any provision or provisions of my Trust Agreement or generally pursuant to law, which release and relinquishment or disclaimer shall be binding on all affected beneficiaries. If the release and relinquishment or disclaimer of a power, right, authority, or discretion is made by less than all of the Trustees upon whom it is conferred, such power, right, authority, or discretion shall continue to be exercisable in full by the Trustee or Trustees (other than any successor Trustees on whom it is, by its terms, binding) who have not thus released and relinquished or disclaimed it. hh. Power to Disclaim Retirement Benefits or Other Income In Respect of Decedent ("IRD") If I am survived by my Spouse and if my Trustee (other than my Spouse) determines in my Trustee's discretion, that it is in the best interests of any beneficiary of my Trust or any subdivision thereof, my Trustee may disclaim all or any right to receive any Retirement Benefits or IRD. If my Trustee so disclaims, such disclaimed Retirement Benefits or IRD shall pass outright to my Spouse. If my Spouse is the only Trustee at the relevant time, my Spouse may duect that an Independent Trustee be appointed pursuant to the Trustee succession provisions of Article Three that would apply as if I am survived by my Spouse and no Trustee were then serving, provided, however, that my Spouse may not otherwise participate in the appointment process. 14-12 Article Fifteen General Provisions Section 1. Spendthrift Protection Neither the principal nor the income of any trust created or contained under my Trust Agreement shall be liable for the debts of a beneficiary nor shall the same be subject to seizure by any creditor of any beneficiary under any lien or proceeding at law or equity. Except to the extent otherwise expressly provided in my Trust Agreement, no beneficiary shall have the authority or power to sell, assign, transfer, encumber or in any manner to dispose of a beneficial interest, whether income or principal. The limitations herein shall not restrict the exercise of any power of appointment or the right to disclaim by any beneficiary. In addition, except as to any trust or trust share intended to qualify for the Marital Deduction, or as would cause the termination of any S corporation election, and subject to the provisions of Section 2 of this Article, if my Trustee at a time that any distribution to any beneficiary is directed to be made under the provisions of my Trust Agreement, in such Trustee's sole discretion, determines that reliance on government benefits, illness, substance dependency, bankruptcy, litigation or any factor tending to diminish the ability of a beneficiary to fully benefit from a distribution or to handle financial affairs exists, my Trustee may withhold any such directed distribution and may extend the term of my Trust as to any portion of my Trust Estate otherwise allotted for any so affected beneficiary. Thereafter, my Trustee may continue to distribute income or principal to such beneficiary as my Trustee may determine in my Trustee's sole discretion. If my Trustee withholds distributions to prevent a loss of, or ineligibility for, government benefits, the Special Needs Provisions of this Article Fifteen shall apply to such trust property. Section 2. The Rule Against Perpetuities Notwithstanding any other provision of my Trust Agreement, unless sooner terminated or vested in accordance with other provisions of my Trust Agreement, all interests not otherwise vested, including, but not limited to, all trusts and powers of appointment created hereunder, shall terminate: (i) one day prior to twenty-one (21) years after the death of the last survivor of the group composed of me, my Spouse, those beneficiaries described herein and my lineal descendants living on the date of my death or (ii) if longer, such period as may be authorized under the laws of the state identified in the Governing State Law Section of this Article. At that 15-1 time, distribution of all principal and all accrued, accumulated and undistributed income shall be made to the persons (or their representatives as authorized herein) then entitled to distributions of income or principal and in the manner and proportions herein stated irrespective of their then attained ages. Section 3. Incapacity and Competency A person shall be considered incapacitated in the event such person has been determined to be so by a court of competent jurisdiction; has been certified by two licensed physicians to be unable to properly handle his or her own affairs by reason of physical illness or mental illness; otherwise is unable freely to communicate for a period of 90 days; or if a trustee is prevented by state law from exercising a power or powers granted to such trustee under this Trust Agreement. To the extent a trustee is prevented by state law from exercising a power or powers granted to such trustee tinder this Trust Agreement, the Successor Trustee shall have the power to exercise such power or powers, provided such power is not a general power of appointment if held by a Successor Trustee. If a Successor Trustee is prevented from exercising a power or powers because such power or powers would constitute a general power of attorney, the trustee shall appoint an independent trustee, as defined in Code section 672(c), to exercise such denied power or powers. A person shall be considered to have regained capacity, as applicable, upon such a determination by a court of competent jurisdiction, upon certification by two licensed physicians that the person is able to properly handle his or her own affairs, is able to freely communicate, or if any state law proscription as to the exercise of a power or powers is removed. The term "incapacity" is intended to be interchangeable with the terms "disability" and "incompetency". The term "competent" in our Trust Agreement refers to a person who is not incapacitated. Notwithstanding the preceding provisions of this Section, for purposes of administration under Articles Six, Ten and Eleven of my Trust Agreement, the term "incapacitated" also refers to any beneficiary receiving or eligible to receive government benefits. Section 4. Income and Principal Payments Other than as directed in the Special Needs Provisions of this Article, all payments of income or principal shall be made in such of the following ways as my Trustee determines appropriate: a. To each respective beneficiary in person upon his or her personal receipt; b. Deposited in any bank to the credit of such beneficiary in any account carried in his or her name or jointly with another or others; c. To the parent or legal representative of the beneficiary; 15-2 d. To a Custodian under a Uniform Transfers to Minors Act or Uniform Gifts to Minors Act selected by my Trustee for such period of time under applicable law as my Trustee determines appropriate; e. To some near relative, friend or institution having primary responsibility for the care and custody of the beneficiary; f By my Trustee using such payment directly for the benefit of such beneficiary; or g. To the Trustee of any revocable trust of which the beneficiary is the Trustor. Section 5. Limit on Trustee's Discretion Notwiihstanding any other provision in my Trust Agreement, oilier than me and. other Than my Spouse with respect to a Survivor's Trust, no individual. Trustee who is also a beneficiary hereunder ("Trustee-beneficiary") shall have any right, power, duty or discretion concerning my Trust Estate if such right, power, duty or discretion conferred upon such Trustee-beneficiary under my Trust Agreement would constitute a general power of appointment under Code Section 2041 or 2514 that would cause any assets of my Trust Estate to be included in the estate of such Trustee-beneficiary. Any such right, power, duty or discretion with such effect shall be null and void with respect to such Trustee-beneficiary. No Trustee who is under a legal obligation to any beneficiary of my Trust Agreement or other person shall under any circumstances partake in any decisions relating to any discretionary distributions of income or principal of my Trust Estate that can be used to discharge any such legal obligation of such Trustee. If however, such powers may be possessed without violating the restrictions imposed by this Section 5 by either my Trustee jointly with an Independent Trustee, or by an Independent Trustee alone, then my Trustee may appoint an Independent Trustee who may possess those powers and authorities without violating this Section. Such an Independent Trustee shall act jointly with my Trustee whenever the joint possession of a power or authority would not violate the restrictions imposed by this Section. Such an Independent Trustee shall act alone whenever only sole possession of a power or authority would not violate the restrictions imposed by this Section. Section 6. No-Contest Clause If any person or entity, other than myself, singularly or in conjunction with any other person or entity, directly or indirectly, in any court, contests the validity of my Trust Agreement, including any amendments thereto, then the right of that person or entity to take any interest in my Trust Estate or to act in any fiduciary capacity shall cease, and the demise of that person (and his or her descendants) or entity shall be deemed to have occurred prior to mine. 15-3 Section 7. Disclaimer by Beneficiary Any beneficiary under my Trust Agreement shall be entitled to disclaim all or any portion of such beneficiary's interest in my Trust. Section 8. Captions The captions of Articles, Sections and Paragraphs used in my Trust Agreement are for convenience of reference only and shall have no significance in the construction or interpretation of my Trust Agreement. Section 9. Severability Should any of the provisions of my Trust Agreement be for any reason declared invalid, such invalidity shall not affect any of the other provisions of my Trust Agreement, and all invalid provisions shall be wholly disregarded in interpreting my Trust Agreement. Section 10. Statutory References Unless the context clearly requires another construction, each statutory reference in my Trust Agreement shall be construed to refer to the statutory section mentioned, related successor sections, and corresponding provisions of any subsequent law, including all amendments. Section 11. Survivorship a. Simultaneous Deaths For purposes of my Trust Agreement, if my Spouse and I die under circumstances in which the order of our deaths cannot be established, husband Trustor shall be deemed to have died first; wife Trustor shall be deemed to have survived. If any beneficiary under my Trust Agreement, other than my Spouse, dies under circumstances in which the order of deaths cannot be established, I shall be deemed to have survived the beneficiary, and my Trust Agreement shall be construed accordingly. 15-4 b. Generation Skipping Transfer Tax Matters A person (the "Non-Skip Person") shall not be deemed to have been alive on the date of the death of any person upon whose death a transfer is deemed to occur for Generation Skipping Transfer Tax purposes or the date of any distribution from or any termination of any interest in any trust or share under my Trust Agreement for which the date of the Non-Skip Person's death is relevant ("the Transfer Date") if: (a) the Non-Slop Person is actually alive on the Transfer Date; (b) the Non-Skip Person is not actually alive on the date ninety (90) days following the Transfer Date; and (c) the existence of such a condition of survivorship causes another person who would otherwise be assigned to a generation below that of the Non- Skip Person to be assigned to the generation of the Non-Skip Person for Generation Skipping Transfer Tax purposes. Section 12. Gender and Number In my Trust Agreement, where appropriate, except where the context otherwise requires, the singular includes the plural and vice versa, and words of any gender shall not be limited to that gender. Section 13. Governing Commonwealth Law My Trust Agreement and the trusts created under it shall be construed, regulated and governed by and in accordance with the laws of the Commonwealth of Pennsylvania. Section 14. Reliance on Certificate (or Memorandum) of Trust Any person may act in reliance upon a properly issued certificate (or memorandum) of trust reflecting the relevant terms of my Trust Agreement without risk of incurring any liability to the Trustor, Trustees or beneficiaries of my Trust. Section 15. Definitions The following terms as used in my Trust Agreement are defined as indicated: 15-5 a. Beneficiary Designation The term "Beneficiary Designation" means any document executed by me which affects the manner of payment of amounts held in a plan (of whatever type) subject to the distribution rules of section 401(a)(9) of the Code or any commercial annuity or any similar deferred payment arrangement. b. Child, Children, Issue and Descendants The terms "child" or "children" mean lawful blood descendants in the first degree of the parent designated; and "issue" and "descendants" mean the lawful blood descendants in any degree of the ancestor designated; provided, however, that if a person has been adopted, that person shall be considered a child of such adopting parent or parents, and such adopted child and his or her issue shall be considered issue of the adopting parent or parents and of anyone who is by blood or adoption an ancestor of the adopting parent or either of the adopting parents. The terms "child," "children," "issue," "descendant" and "descendants" or those terms preceded by the terms "living" or "then living" shall include the lawful blood descendant in the appropriate degree of the ancestor designated even though such descendant is born after the death of a parent. Notwithstanding the preceding provisions of this Section 15.b, the terms of Article One exclude certain descendants from being treated as such by restricting the availability of Trust benefits. c. Code The term "Code" means the Internal Revenue Code of 1986, as amended from time to time. The terms "Income in Respect of a Decedent", "Gross Estate", "Taxable Estate", "Applicable Credit Amount", "State Death Tax Credit", "Credit for Prior Transfers", "Marital Deduction", "Exclusion", "Disclaimer" and any other terms that, from the context in which they are used, refer to the Code shall have the same meaning as such terms have for the purposes of applying the Code to my Trust Agreement. d. Deceased Trustor The term "Deceased Trustor" means a Trustor who has died. 15-6 e. Death Taxes The term "Death Taxes" means 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: 1. Any additional tax that may be assessed under Internal Revenue Code Section 2032A and 2057; and 2. Any federal or state tax imposed on a Generation Skipping Transfer, as that term is defined in the federal tax laws, unless that Generation Skipping Transfer Tax is payable directly out of the assets of a trust created by my Trust Agreement. f. Education The term "education" shall be given broad interpretation and may include but not be lirnited to: 1. High School Education at public or private elementary or high schools, including boarding schools. 2. College Undergraduate and graduate study in any and all fields whatsoever, whether of a professional character in colleges or other institutions of higher learning. 3. Specialized Training Specialized formal or informal training in music, the stage, handicrafts, the arts, or vocational or trade schools, whether by private instruction or otherwise. 4. Other Educational Activities Any other activity including foreign or domestic travel that shall tend to develop fully the talents and potentialities of each beneficiary regardless of age. 15-7 g. Heirs at Law References to someone's "heirs at law" mean individuals who are living at the event when property is directed to be distributed to them. Those individuals' identities and the shares of the distributable property that they each receive shall be determined under the intestacy laws of the Commonwealth of Pennsylvania which then govern the distribution of the personal property of a resident dying then, without creditors, owning only the distributable assets. h. Independent Trustee The term "Independent Trustee" means a Trustee who is an independent person who, within the meaning of Code section 672(c), is not related or subordinate to any beneficiary of my Trust. i. Personal Representative The term "Personal Representative" means trustee, executor, executrix, administrator, administratrix, conservator, guardian, custodian or any other type of personal representation. j. Per Stirpes In every case in which a disposition of an interest is to be made to the issue of a person "per stirpes," it is intended that such disposition shall be .made in accordance with the principle of representation. This principle in relation to my Trust Agreement means that whenever property is to be distributed to the issue of a person, such property shall be divided into as many shares as there are, at the time of disposition, living issue in the nearest degree of kinship to such person and then deceased issue in the same degree who left issue who are. then living; each then living issue in the nearest degree receiving one share, and the share of each then deceased issue in the same degree being divided among his or her issue in the same manner. k. Retirement Account/Retirement Benefits The terms "Retirement Account" or "Retirement Benefits" mean any deferred payment account, whether or not considered a qualified plan under sections 401, 403, 408 or any other section of the Code, under which by reason of fiduciary accounting principles income is considered earned but not immediately payable. 15-8 1. Retirement Account Trustee For purposes of receiving any Retirement Benefits, the Trustees of the Family Trust and Survivor's Trust may be referred to by the term "Retirement Account Trustee". If there is more than one Trustee serving as Trustee of either or both the Family Trust and the Survivor's Trust, then for purposes of my Trust Agreement, all such Trustees shall be included in the term "Retirement Account Trustee". This defmition of Retirement Account Trustee is intended to provide an efficient means to utilize a Beneficiary Designation to indicate the beneficiary of any Retirement Account benefits. 2. The Trustees of the Family Trust and the Survivor's Trust (collectively known, and previously referred to, as the "Retirement Account Trustee") shall divide all Retirement Account balances (the "Balance"), or rights thereto, between the Family Trust and the Survivor's Trust in accordance with the fractional formula division of income in respect of a decedent set out in Article Six; however, relative to such formula: (i) only property affected by a Beneficiary Designation shall comprise the denominator of the fraction; and, (ii) any such division of the Balance shall be determined only after taking into account the other fractional formula allocations directed under Article Six. Notwithstanding the preceding, any part of any balance allocable hereunder to a Survivor's Trust as to which my Spouse has anon-lapsing general power of appointment over all principal shall be distributed to my Spouse, free of trust, instead of to such Survivor's Trust. If my Spouse disclaims this outright distribution, it shall pass to such Survivor's Trust. 3. This Retirement Account Trustee arrangement is intended, and shall be interpreted for all purposes, to comply with the applicable requirements of the Code and Treasury Regulations, to obtain treatment of trusts and trust beneficiaries as Designated Beneficiaries under Code section 401 (a)(9), as amended. Pursuant to such intent, other than as the provisions of Article Twelve may apply, no part of any balance shall be allocated, in trust or otherwise, for the benefit of any beneficiary who is not an individual. 15-9 m. Trust Estate The term "Trust Estate" means all of the property, real and personal, intangible and tangible, that has been transferred to my Trustee, whether or not listed on any Schedules. n. Trustee's Discretion The term "discretion" with regard to a Trustee means such Trustee's sole but reasonable judgment. In exercising any discretionary power with respect to my Trust, my Trustee shall at all times act in accordance with fiduciary principles and shall act reasonably under the circumstances and not in bad faith or in disregard of the purposes of my Trust. o. 1'rustor The term "Trustor" shall be interchangeable with the terms "settlor", "grantor", "donor" or other similar terms. p. Unused Generation Skipping Tax Exemption Equivalent The term "Unused Generation Skipping Tax Exemption Equivalent" means the Generation Skipping Transfer Tax exemption provided in section 2631 of the Code in effect at the time of death of a Trustor, reduced by the aggregate of (1) the amount, if any, of such exemption allocated by such Trustor or by operation of law to such Trustor's lifetime transfers and (2) the amount, if any, such Trustor or such Trustoe's Personal Representative or Trustee has specifically allocated to property other than property to which such exemption is directed to be allocated by any applicable provision of my Trust Agreement. For purposes of my Trust Agreement, if at the time of death of a Trustor such Trustor has made lifetime transfers of property to which an inclusion ratio of greater than zero would be applicable and for which the gift tax return due date has not expired (including extensions) and a return has not yet been filed, it shall be deemed that the generation skipping transfer exemption has been allocated to such transfers to the extent necessary and possible to exempt such transfers from Generation Skipping Transfer Tax. 15-10 q. Unused Applicable Credit Equivalent The term "Unused Applicable Credit Equivalent" means that value of a Deceased Trustor's taxable estate determined without regard to the Marital Deduction that can be transferred at death without causing any federal estate tax liability because of: Any available Applicable Credit Amount (Unified Credit), 2. The Credit for State Death Tax to the extent it does not increase the amount of death taxes payable to any state, 3. The Credit for t rior Transfers, 4. Allowable Exclusions from the Gross Estate, and that is in excess of the net value of all property includable in the taxable estate of a Deceased Trustor that does not qualify for the Marital Deduction or any other deduction; whether that value passes outside of my Trust (by way of joint tenancy, life insurance contract, Beneficiary Designation, will, or otherwise) or under other provisions of my Trust. Section 16. Special Needs Provisions a. Overall Limitation on Distribution It is my intention that the assets of my Trust Estate supplement but not supplant, impair or diminish any then existing forms of support or benefit which the beneficiary is receiving or becomes eligible to receive. For purposes of this Section, the term "support" means food, clothing or shelter. The terms of my Trust Agreement shall be read and interpreted to prevent any action by my Trustee which would supplant, impair, diminish or otherwise interfere with, limit or reduce the beneficiary's receipt of, or eligibility for any form of government or private benefits. Any power of distribution (whether or not exercised), granted my Trustee pursuant to the terms of my Trust Agreement, that would result in the loss, diminishment or ineligibility for government or private benefits, is hereby revoked; and, only such powers as will not result in ineligibility for such benefits, or loss, diminishment or impairment, thereof, shall remain exercisable by my Trustee. 15-11 b. Special Needs For purposes of my Trust Agreement, the term "Special Needs' refers to supplemental, non-support expenditures from my Trust's assets that, pursuant to the other provisions of this Section, my Trustee is authorized to disburse, in my Trustee's sole and absolute discretion. Special Needs, subject to the general supplemental, non-support limitation, include, but are not limited to, medical, dental, diagnostic or therapeutic treatment, or nursing or home care services for which the beneficiary is not receiving, and is not eligible to receive government or private benefits. Special Needs also includes the differential between any treatment, service or care that the beneficiary is receiving from any government or private source and the level of treatment, service or care my Trustee deems appropriate for the beneficiary. Disbursements for education, travel (including travel by those my Trustee believes the companionship of which will benefit the beneficiary), entertainment devices or events and electronic devices are also to be considered Special Needs. c. Distribution of Income or Principal 1. Distributions for Special Needs Subject to the preceding provisions of this Section, that prohibit my Trustee from making any distribution which would supplant, impair or diminish government or private benefits, or cause the beneficiary to be ineligible for such benefits, as determined in my Trustee's sole and absolute discretion, my Trustee may distribute such amounts of income or principal for the Special Needs of the beneficiary. My Trustee may act arbitrarily and without regard to any statutes or other rules of law in refusing to disburse trust assets. No distributions may be made to the beneficiary. Any distributions made shall be made to the goods or services provider. 2. Accumulated Income Any income not distributed shall be accumulated and added to principal. 3. Resources of the Beneficiary My Trustee, in exercising discretion under this Section, shall consider all income or resources available to the beneficiary. The beneficiary has no rights to any distributions under my Trust. 15-12 4. Treatment of Any Residence Held by My Trust My Trustee may charge the beneficiary rental on any residence owned by my Trust. My Trustee must charge rent if the failure to do so would impair, diminish, or cause ineligibility for, any government or private benefits. 15-13 5. Rights of Creditors and Others My Trust assets are not intended to be used for the support of the beneficiary, but are only intended to supplement, in my Trustee's sole and absolute discretion, resources, income or government or private assistance available to the beneficiary. No part of my Trust Estate, neither principal nor income, shall be subject to anticipation or assignment by the beneficiary, nor be subject to attachment by any creditor of the beneficiary, governmental agencies or any other individual or entity; including any who may have provided goods or services to the beneficiary. 6. Power to Terminate the Beneficiary's Share of My Trust If my Trustee deems it necessary to terminate the beneficiary's share of my Trust to avoid impairing or diminishing the beneficiary's receipt of government or private benefits, or becoming ineligible for such benefits, my Trustee, in my Trustee's sole and absolute discretion, shall terminate the beneficiary's share of my Trust. If my Trustee terminates the beneficiary's share of my Trust, the assets of the beneficiary's share of my Trust shall be held, administered and distributed pursuant to the following provisions of this Section as though the beneficiary had died. I request, but do not require, that the remainder beneficiaries consider the purposes of the beneficiary's share of my Trust in expending the property they receive. 7. Distributions on Death of Beneficiary Unless provided otherwise under the provisions of preceding Articles, if such beneficiary should die while my Trustee still holds trust assets for such beneficiary's benefit, such beneficiary's share of my Trust shall lapse and my Trustee shall distribute the balance of the trust share to such beneficiary's then living descendants, per stirpes. If such beneficiary has no then living descendants, my Trustee shall distribute such beneficiary's trust share to such beneficiary's siblings, per stirpes. If such beneficiary has no then living siblings, my Trustee shall distribute such beneficiary's trust share to my then living descendants, per stirpes. 15-14 If I have no then living descendants, my Trustee shall distribute the balance of the beneficiary's share of my Trust as provided in Article Twelve of my Trust Agreement. Subject to the other provisions of this Section, my Trustee may pay for the expenses of the beneficiary's last illness and funeral. I have executed my Trust Agreement on the date set forth on the first page of my Trust Agreement. I certify that I understand my Trust Agreement and that it correctly states the terms and conditions under which my Trust Estate into be held, managed and disposed of by my Trustee. I approve this revocable living trust in all particulars and request my Trustee to execute it. Trustor: ~• P LIS M. GREENSMI Trustees: m rn~ P IS M. GREENSMI A ARTHUR S.GREENSNIITH COMMONWEALTH OF PENNSYLVANIA ) COUNTY OF DAUPHIN ) SS On this Gov ~ ®Z~dQ ,before me, a notary public, the undersigned officer, personally appeared PHYLLIS M. GREENSMITH, Trustor and Trustee, known to me (or satisfactorily proven) to be the person whose name is subscribed to the within instrument and acknowledged that she executed the same for the purposes therein contained. In witness whereof I hereunto set my hand and official seal. ~,~~,(~ ~ ~~'~~ Notearial Sflal Linda L. Fr~ttrsrhoM, Notary Public Notary Public Berry Twp., Dauphin County My Cvmmissivn Expires Nov. B, 2003 (SEAL) -----_.-- 15-15 COMMONWEALTH OF PENNSYLVANIA COUNTY OF DAUPHIN SS On this Nd1~ ~ (~ ~oOQ ,before me, a notary public, the undersigned officer, personally appeared ARTHUR S. GREENSMITH, Trustee, lazown to me (or satisfactorily proven) to be the person whose name is subscribed to the within instrument and aclrnowledged that he executed the same for the purposes therein contained. In witness whereof I hereunto set my hand and official seal. No ary Public (SEAL) Prepared by: James, Smith, Durkin & Connelly LLP 134 Sipe Avenue, Hummelstown, PA 17036 Phone: (717) 533-3280 Fax: (717) 533-2795 jsdinfo@jsdlegal.com Mailing Address: P.O. Box 650, Hershey, PA 17033 ,., :...o.___.__~_...~ f~fotsmsal .`.-:eal Lindsa L. FottPShoifi, Apiary Fublic Derry Two{~., C~auphin Coun4~r My Comrn~:;ic~: Expires IVov. E3, 2003 15-16 In the Court of Common Pleas of Cumberland County, Pennsylvania Orphans' Court Division File No. 21-11-1309 Phyllis M. Greensmith Living Trust Late of Township of East Pennsboro ~ ^~~ ~~ ~ ~' m~ n First and Final Account W Za ~ ~ ~ ? ~~ ~~ ~~ __ $-y= ,,'~x ~ ~ Rt Cn ~ -~.] 4" ~ ; rY :,., ;:::~ ['`a '~ c? . 4"' ' > Edward P. Seeber, Trustee `~' `'; _~, _~ ~..~ , ;, .,:~. t -, ~,, :. ~ --_ -n Date of Death: 09/20/2011 Date of Incapacity, if any: None Date of Trustee's First Receipt of Funds: 10/15/2011 Accounting for the period: 09/20/2011 to 10/13!2012 Purpose of Account: Edward P. Seeber, Trustee, offers this Account to acquaint interested parties with the transactions that have occurred during the Administration. It is important that the Account be carefully examined. Requests for additional information or questions or objections can be discussed with: Edward P Seeber James, Smith, Dietterick & Connelly, LLP Suite C-400, 555 Gettysburg Pike Mechanicsburg, PA 17055 717-533-3280 Supreme Court I.D. No. 76084 SUMMARY OF ACCOUNT Phyllis M. Greensmith Living Trust For th~,neriod of Sept mb -r 02011 thro~yh October 1 ~, 2012 Receipts: This Account Net Gain (or Loss) on Sales or Other Dispositions Less Disbursements: General Disbursements Fees Balance Before Distributions Transfer to (from) Principal Distributions to Beneficiaries Principal Balance on Hand For Information: Investments Made Changes in Holdings INCOME Receipts This Account Net Gain (or Loss) on Sales or Other Dispositions Less Disbursements Balance Before Distributions Transfer to (from) Income Distributions to Beneficiaries Income Balance on Hand For Information: Investments Made Changes in Holdings COMBINED BALANCE ON HAND Signature Verification 3 351,905.57 0.00 351,905.57 4 30,117.08 6 11,612.50 41,729.58 310,175.99 0.00 8 59,619.93 250,556.06 11 99.60 0.00 99.60 0.00 99.60 0.00 0.00 99.60 12 13 250,655.66 -2- PHYLLIS M. GREENSMITH LIVING TRUST SCHEDULE OF PROPOSED DISTRIBUTION Assets: M&T Bank Checking Account No. 9856782173 33,855.66 Real Estate - 127 Laurel Drive, Enola, PA 216,800.00 Less: Register of Wills, Cumberland County -accounting filing fee -330.00 Less: PA Dept. of Revenue - 2011 fiduciary income tax -3.00 Less: Recorder of Deeds, Cumberland County -deed filing fee -75.00 Less: James, Smith, Dietterick & Connelly -attorney fees paid after 10/13/12 -1,737.50 Less: James, Smith, Dietterick & Connelly -attorney fee -3,000.00 NET DISTRIBUTABLE ESTATE: 245,510.16 Partial Distributions Made: Caroline Greensmith 34,619.93 Gail Greensmith 25,000.00 59,619.93 Specific Distribution: ~~~~~ -~r-x,,,~}, ~,,,-i ~_ ,~;~t~}3 ~_; Caroline Greensmith & Gail Greensmith - with life '`',J'""'~,~~~ ~~ ~. ~ estate to Caroline Greensmith so long as all expenses are paid -216,800.00 Distributable Residue: 88,330.09 PROPOSED DISTRIBUTION: Caroline Greensmith - 65% of the residue 57,414.56 Less: Partial Distribution -34,619.93 Final Distribution 22,794.63 Gail Greensmith - 35% of the residue 30,915.53 Less: Partial Distribution -25,000.00 Final Distribution 5,915.53 2A SCHEDULE A RECEIPTS OF PRINCIPAL ~+.~Sitl 09/28/2011 Canadian Pension 09/20/2011 Delta Dental -refund of premium 09/20/2011 Wells Fargo Bank Certificate of Deposit No. x1079 - titled in the Phyllis Greensmith Living Trust -valued per letter dated 12/19/11 09/20/2011 Wells Fargo Bank Certificate of Deposit No. x1268 - titled in the Phyllis Greensmith Living Trust -valued per letter dated 12!19/11 09/20!2011 Wells Fargo Bank Checking Account No. x1155 - valued per bank statement 09/20/2011 Wells Fargo Bank Checking Account No. x9064 -titled in the Phyllis Greensmith Living Trust -valued per letter dated 12/19!11 10/15/2011 Wells Fargo Bank Checking Account No. x9064 - difference between date of death balance and final balance received 09/20/2011 Wells Fargo Bank Savings Account No. x2710 -titled in the Phyllis Greensmith Living Trust -valued per letter dated 12/19/11 Total Cash P l P 09!20/2011 ersona ro~rtr Miscellaneous personal property -valued per Trustee & beneficiaries Total Personal Property Real Estate 09/20/2011 Real estate located at 127 Laurel Drive, East Pennsboro Township, Cumberland County, PA -titled in the Phyllis Greensmith Living Trust -valued per tax assessed value * common level ratio (216,800 * 1) Total Real Estate Total Receipts Fiduciary Acquisition Value 257.7$ 49.71 22,947.31 11,572.04 100.00 27,049.13 2,282.18 70,347.42 134,605.57 500.00 500.00 216,800.00 216,800.00 351.905.57 Total Receipts of Principal 351,905.57 -3- SCHEDULE C DISBURSEMENTS OF PRINCIPAL Associated Otolarvn 11/01/2011 aologists of PA Inc. unreimbursed medical bill 9.82 9.82 Camn Hill Emergenc 03/01/2012 y Physicians unreimbursed medical bill 17.28 17.28 Caroline Greensmith 08!17/2012 family exemption 3,500.00 3,500,00 ~stal Sorinas 10/18/2011 water delivery service for residence 53.17 53.17 Cumberland Law Jo 12/05/2011 urnal trust administration notice publication 75.00 75.00 Cumberland Valley E 02!07!2012 ndo Center unreimbursed medical bill 14.78 14.18 Discover 10/18/2011 credit card balance 295.01 295.01 -4- SCHEDULE C DISBURSEMENTS OF PRINCIPAL Continued First Enerav 10/18/2011 repayment of pension overpayment 443.71 443.71 Mvers Funeral Home 09/20/2011 funeral services 1,177.00 1,177.00 PAWL 09/20/2011 water service for residence 43.12 43.12 PPL Electric 10/18/2011 electric service for residence 223.00 223.00 Quantum Imaging 09/20/2011 check written prior to death; cashed in after death 5.28 (No.5202) 5.28 Regjster of Wills. Ag 1 210 5/2 01 1 ent prepayment of Pennsylvania inheritance tax 21,000.00 06/04/2012 Pennsylvania inheritance tax 143.42 21,143.42 Resister of Wills. Cu 06/04/2012 mberland County filing fee for Return 15.00 15.00 -5- SCHEDULE C DISBURSEMENTS OF PRINCIPAL Continued The Sentinel 12105/2011 trust administration notice publication Turt Care 09/20/2011 check written prior to death; cashed in after death (No. 5206) US Treasury 04/02!2012 2011 individual income tax Verizon 09/20/2011 telephone/cable service for residence 10/18/2011 telephone/cable service for residence Vickery Neurodiaano sitics Grouo 11/01/2011 unreimbursed medical bill Wells Farao 03/16/2012 date of death valuation Total General Disbursements Fees 168.30 168.30 42.39 2,451.00 153.61 168.31 42.39 2,451.00 321.92 68.48 68.48 50.00 50.00 30,117.08 -6- SCHEDULE C DISBURSEMENTS OF PRINCIPAL Continued James. Smith_ Diette 12/05/2011 rick & Connelly. LLP attorney fees for trust administration 4,875.00 05/14/2012 attorney fees for trust administration 4,100.00 07/09/2012 attorney fees for trust administration 1,575.00 09/07/2012 attorney fees for trust administration 1,062.50 11,612.50 Total Fees 11,612.50 TOTAL DISBURSEMENTS OF PRINCIPAL 41,729.58 -7- SCHEDULE D DISTRIBUTIONS OF PRINCIPAL 09/20/2011 Caroline Greensmith -distribution of personal 325.00 property 09/20/2011 Gail Greensmith -distribution of personal property 175.00 1 011 8/20 1 1 Caroline Greensmith -partial distribution -Motorists 437.00 Insurance Group -homeowners insurance 11/01/2011 Caroline Greensmith -partial distribution -East 138.00 Pennsboro Township -sewer/water/trash 11/01/2011 Caroline Greensmith -partial distribution -Crystal 33.92 Springs -water delivery 11/01/2011 Caroline Greensmith -partial distribution -PPL 223.00 Electric -electric service 11/04/2011 Caroline Greensmith -partial distribution -PAWC - 35.44 water service 11/18/2011 Caroline Greensmith -partial distribution -PAWC - 35.24 water service 11/18/2011 Caroline Greensmith -partial distribution -Verizon - 235.45 telephone/internet/cablesarvice 11/18/2011 Caroline Greensmith -partial distribution -Crystal 45.15 Springs -water delivery 11/18/2011 Caroline Greensmith -partial distribution - 42.39 Greensward Turf Care -lawn service 12/0512011 Caroline Greensmith -partial distribution -PPL 203.00 Electric -electric service 12/23/2011 Caroline Greensmith -partial distribution -Verizon - 237.81 telephone/internetlcablesarvice 12/23/2011 Caroline Greensmith -partial distribution -PAWC - 32.86 water service 12/23/2011 Caroline Greensmith -partial distribution -Crystal 75.14 Springs -water delivery 12/23/2011 Caroline Greensmith -partial distribution -Leggett, 316.00 Inc. -service contract 01/04/2012 Caroline Greensmith -partial distribution -PPL 203.00 Electric -electric service 01/20/2012 Caroline Greensmith -partial distribution -East 138.00 Pennsboro Township -sewer/water/trash -8- SCHEDULE D DISTRIBUTIONS OF PRINCIPAL Continued 01/20/2012 Caroline Greensmith -partial distribution - Yerizon - 82.20 telephone/internet/cable service less refund of account ($222.13 -139.93 on 218112) 01/20/2012 Caroline Greensmith -partial distribution -Crystal 39.21 Springs -water delivery 0 2/0 212 01 2 Caroline Greensmith -partial distribution -PAWC - 36.50 water service 02/02/2012 Caroline Greensmith -partial distribution - DirecTV - 120.40 cable service 02/07/2012 Caroline Greensmith -partial distribution -PPL 15.00 Electric -electricity service 02/24/2012 Caroline Greensmith -partial distribution -PAWC - 32.86 water service 02/24/2012 Caroline Greensmith -partial distribution -Crystal 33.96 Springs -water delivery 03/01/2012 Caroline Greensmith -partial distribution -PPL 246.55 Electric -electric service 03/26/2012 Caroline Greensmith -partial distribution - Walburn's - 90.10 duct cleaning 0312 6/2 01 2 Caroline Greensmith -partial distribution -Debbie 637.81 Lupold, Treasurer - 2012 county/township real estate taxes 03/30/2012 Caroline Greensmith -partial distribution -PPL 173.00 Electric -electric service 03/30/2012 Caroline Greensmith -partial distribution - 42.39 Greensward Turf Care -lawn service 03/30/2012 Caroline Greensmith -partial distribution -PAWC - 32.86 water service 04/16/2012 Caroline Greensmith -partial distribution -East 136.00 Pennsboro Township -sewer/water/trash 0411 6/201 2 Caroline Greensmith -partial distribution -Crystal 18.32 Springs -water delivery 04/16/2012 Caroline Greensmith -partial distribution -PPL 70.83 Electric -electric service 04!24/2012 Caroline Greensmith -partial distribution -PPL 54.10 Electric -electric service 04/24/2012 Caroline Greensmith -partial distribution -PAWC - 34.79 water service 05/0312012 Caroline Greensmith -partial distribution -Ehrlich - 164.30 pest control -9- SCHEDULE D DISTRIBUTIONS OF PRINCIPAL Continued 05/17/2012 Caroline Greensmith -partial distribution -lawnmower 193.85 repair 05/29/2012 Caroline Greensmith -partial distribution - 42.39 Greensward Turf Care -lawn service 06/01/2012 Caroline Greensmith -partial distribution -PAWC - 34.79 water service 06/01/2012 Caroline Greensmith -partial distribution -PPL - 81.96 electric service 06/29/2012 Caroline Greensmith -partial distribution - 42.39 Greensward Turf Care -lawn service 0 612 9/2 01 2 Caroline Greensmith -partial distribution -PPL - 90.48 electric service 06/2912012 Caroline Greensmith -partial distribution -PAWC - 30.23 water service 07/06/2012 Caroline Greensmith -partial distribution -Debbie 2,114.94 Lupold, Treasurer - 2012-13 school real estate tax 0 711 212 01 2 Caroline Greensmith -partial distribution -East 138.00 Pennsboro Township -sewer/waterltrash 07/12/2012 Caroline Greensmith -partial distribution 150.00 07/25/2012 Gail Greensmith -partial distribution 25,000.00 0 810 6/2 01 2 Caroline Greensmith -partial distribution -PPL 131.53 Electric -electric service 08/06/2012 Caroline Greensmith -partial distribution -PAWC - 34.05 water service 08/06!2012 Caroline Greensmith -partial distribution -Crystal 40.74 Springs -water delivery 08/17/2012 Caroline Greensmith -partial distribution 26,500.00 59,619.93 TOTAL DISTRIBUTIONS TO BENEFICIARIES 59,819.93 -10- SCHEDULE G RECEIPTS OF INCOME M&T Bank Account No. *217 3 11/1012011 interest 17.35 12/13/2011 interest 22.80 01/13/2012 interest 8.84 02/13!2012 interest 8.77 0 311 312 0 1 2 interest 8.18 04N 3!2012 interest 8.27 05/11/2012 interest 2.48 06/13/2012 interest 2.57 07/13/2012 interest 2.31 08/13/2012 interest 2.23 09/13/2012 interest 0.55 70/12/2012 interest 0.27 Wells Farao Bank Certificate of Deposit No. x1079 09130/2011 interest 0.95 10/15!2011 interest 1.32 Wells Fargo Bank Certificate of Deposit No. x1268 09/30/2011 interest 0.32 10/15/2011 interest 0.44 Wells Farao Bank Checking Account No. x9064 09130/2011 interest 0.39 84.62 2.27 0.76 0.39 -11- SCHEDULE G RECEIPTS OF INCOME Continued 09I30l2011 interest 5.30 10/15!2011 interest 6.26 11.56 TOTAL BANKINTEREST TOTAL RECEIPTS OF INCOME 99.60 99.60 -12- In the Court of Common Pleas of Cumberland County, Pennsylvania Orphans' Court Division File No. 21-11-1309 Phyllis M. Greensmith Living Trust Signature JAMES T IETTERICK 8 CONNELLY, LLP ' ~~ 1 ~~ ~. P -12- In the Court of Common Pleas of Cumberland County, Pennsylvania Orphans' Court Division File No. 21-11-1309 Phyllis M. Greensmith Living Trust Verification Edward P. Seeber, Trustee of the Phyllis M. Greensmith Living Trust, hereby declares under oath that he has fully and faithfully discharged the duties of his office; that the foregoing Account is true and correct and fully discloses all significant transactions occurring during the accounting period; that all known claims against the Trust have been paid in full; that, to his knowledge, there are no claims now outstanding against the Trust; and that all taxes presently due from the Trust have been paid. This statement is made subject to penalties of 18 Pa. C.S.A. Section 4904 relating to unsworn falsification to authorities. Dated: 1 1. ~~ ! .~--- ~ ~ ~ ~iC ~ Edw d P. Seeber, Tru ee -13-