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HomeMy WebLinkAbout03-19-13 REV-1500 EX (02-11) 25056,10143 Afi OFFICIAL USE ONLY PA Department of Revenue pennsylvania County Code Year File Number Bureau of Individual Taxes DEFAMWOUOFREVERDE PO BOX.280601 INHERITANCE TAX RETURN 21 12 1228 Harrisburg, PA 17128-0601 RESIDENT DECEDENT ENTER DECEDENT INFORMATION BELOW Social Security Number Date of Death Date of Birth " 093 12 5525 06 24 2012 01 04 1923 Decedent's Last Name Suffix Decedent's First Name MI HESSION EUGENE M (if Applicable) Enter Surviving Spouse's Information Below Spouse's Last Name Suffix Spouse's First Name MI Spouse's Social Security Number THIS RETURN MUST BE FILED IN DUPLICATE WITH THE REGISTER OF WILLS FILL IN APPROPRIATE OVALS BELOW 1. Original Return 2. Supplemental Return 3. Remainder Return (Date of Death Prior to 12-13-82) 4. Limited Estate 4a. Futwe Interest Compromise 5. Federal Estate Tax Return Required (date of death after 12-12-82) 6• Decedent Died Testate 7. FgtfacheC py ~ Vned a Living Trust S. Total Number of Safe Deposit Boxes rust) (Attach Copy of will) Cr 9. Litigation Proceeds Received 10. befit user, 1311 arjDae5of Death 11. Election to tax under Sec. 9113(A) (Attach Schedule 0) CORRESPONDENT - THIS SECTION MUST BE COMPLETED. ALL CORRESPONDENCE AND CONFIDENTIAL TAX INFORMATION SHOULD BE DIRECTED TO. Name Daytime Telephonei~lumber rte 71~ 43 6`Za221"v t c-) SEAN M SHULTZ ~ t +t RgS:I~F W LL S USE;€OLY -7i First Line of Address 26 WHIGH STREET? `t Second Line of Address fV f ` t 1> DATE F~D City or Post Office state ZIP Code CARLISLE PA 17013 Correspondent's e-mail address: dhockenberry@ssr-attorneys.com Under penalties of perjury, I declare that I have examined this return, including accompanying schedules and statements, and to the best of my knowledge and belief, it Is true, correct and complete. Declaration of preparer other than the personal representative is based on all information of which preparer has any knowledge. SIGN E OF PERSON RESPONSIBLE F R FILI RETURN DATE 4/1 5Z Deidra L. Randles /.3 ADDRESS 73 Trent Road Elkton MD 21921 SIGNATURE OF PREPARER OTHER THAN REPRESENTATIVE DATE Sean M. Shultz ADDRESS a 26 W. High Street, Carlisle, PA 17013 Side 1 15056107x43 1505610143 1505610243 REV-1500 EX Decedent's Social Security Number Decedent's Name: Hesston, Eugene M. 093 12 5525 RECAPITULATION 1. Real Estate (Schedule A) 1. 2. Stocks and Bonds (Schedule B) 2. 3. Closely Held Corporation, Partnership or Sole-Proprietorship (Schedule C)......... 3. 4. Mortgages & Notes Receivable (Schedule D) 4- 5. Cash, Bank Deposits & Miscellaneous Personal Property (Schedule E) 5. 644.51 6. Jointly Owned Property (Schedule F) ❑ Separate Billing Requested............ 6. 4,304.39 7. Inter-Vivos Transfers & Miscellaneous Non Probate Property (Schedule G) u Separate Billing Requested............ 7. 9,225.58 8. Total Gross Assets (total Lines 1 through 7) 8. 14 , 174. 48 9. Funeral Expenses and Administrative Costs (Schedule H) 9. 16,651.04 10. Debts of Decedent, Mortgage Liabilities and Liens (Schedule 1) 10. 687 • 50 11. Total Deductions (total Lines 9 and 10) 11. 17 , 338. 54 12. Net Value of Estate (Line 8 minus Line 11) 12. -3, 164. 06 13. Charitable and Governmental Bequests/Sec 9113 Trusts for which an election to tax has not been made (Schedule J) 13. 14. Net Value Subject to Tax (Line 12 minus Line 13) 14. -3,164.06 TAX COMPUTATION - SEE INSTRUCTIONS FOR APPLICABLE RATES 15. Amount of Line 14 taxable at the spousal tax rate, or transfers under Sec. 9116 15 0.00 (a)(1.2) X.00 16. Amount of Line 14 taxable 0.00 16. 0.00 at lineal rate X .045 17. Amount of Line 14 taxable at sibling rate X .12 0.00 17. 0.00 18. Amount of Line 14 taxable at collateral rate X .15 0.00 18. 0.00 19. TAX DUE 19. 0.00 20. FILL IN THE OVAL IF YOU ARE REQUESTING A REFUND OF AN OVERPAYMENT. ❑ Side 2 1505610243 1505610243 REV-1500 EX Page 3 File Number 21-12-1228 Decedent's Complete Address: DECEDENT'S NAME Hession, Eugene M. STREET ADDRESS 1009 Jenkins Grove CITY STATE ZIP Enola PA 17025 Tax Payments and Credits: 1. Tax Due (Page 2, Line 19) (1) 0.00 2. Credits/Payments A. Prior Payments B. Discount 0.00 Total Credits (A + B) (2) 0.00 3. Interest (3) 4, If Line 2 is greater than Line 1 + Line 3, enter the difference. This is the OVERPAYMENT. (4) Check box on Page 2, Line 20 to request a refund 5. If Line 1 + Line 3 is greater than Line 2, enter the difference. This is the TAX DUE. (5) 0.00 Make Check Payable t©: REGISTER OF WILLS, AGENT. PLEASE ANSWER THE FOLLOWING QUESTIONS BY PLACING AN "X" IN THE APPROPRIATE BLOCKS 1. Did decedent make a transfer and: Yes No a. retain the use or income of the property transferred; ❑ ❑ b. retain the right to designate who shall use the property transferred or its income; ❑ ❑x c. retain a reversionary interest; or ❑ 0 d. receive the promise for life of either payments, benefits or care? ❑ ❑x 2. If death occurred after Dec. 12, 1982, did decedent transfer property within one year of death without receiving adequate consideration? ❑ ❑x 3. Did decedent own an "in trust for" or payable upon death bank account or security at his or her death?....... ❑ ❑x 4. Did decedent own an individual retirement account, annuity, or other non-probate property which contains a beneficiary designation? ❑ IF THE ANSWER TO ANY OF THE ABOVE QUESTIONS IS YES, YOU MUST COMPLETE SCHEDULE G AND FILE IT AS PART OF THE RETURN. For dates of death on or after July 1, 1994 and before Jan. 1, 1995, the tax rate imposed on the net value of transfers to or for the use of the surviving spouse is 3 percent [72 P.S. §9116 (a) (1.1) (1)]. For dates of death on or after January 1, 1995, the tax rate imposed on the net value of transfers to or for the use of the surviving spouse is 0 percent [72 P.S. §9116 (a) (1.1) (ii)]. The statute does not exempt a transfer to a surviving spouse from tax, and the statutory requirements for disclosure of assets and filing a tax return are still applicable even if the surviving spouse is the only beneficiary. For dates of death on or after July 1, 2000: . The tax rate imposed on the net value of transfers from a deceased child 21 years of age or younger at death to or for the use of a natural parent, an adoptive parent, or a stepparent of the child is 0 percent [72 P.S. §9116 (a) (1.2)]. . The tax rate imposed on the net value of transfers to or for the use of the decedent's lineal beneficiaries is 4.5 percent, except as noted in [72 P.S. §9116 (a) (1)]. . The tax rate imposed on the net value of transfers to or for the use of the decedent's siblings is 12 percent [72 P.S. §9116 (a) (1.3)]. A sibling is defined under Section 9102, as an individual who has at least one parent in common with the decedent, whether by blood or adoption. Rev-1508 EX+(11-10) SCHEDULE E pennsylvania CASH, BANK DEPOSITS, & MISC. DEPARTMENT OF REVENUE INHERITANCE TAX RETURN PERSONAL PROPERTY RESIDENT DECEDENT ESTATE OF FILE NUMBER Hession, Eugene M. 21-12-1228 Include the proceeds of litigation and the date the proceeds were received by the estate. All property jointly-owned with the right of survivorship must be disclosed on schedule F. ITEM VALUE AT DATE NUMBER DESCRIPTION OF DEATH 1 Mutual of Omaha - insurance refund 644.51 TOTAL (Also enter on Line 5. Recapitulation) 644.51 (If more space is needed, additional pages of the same size) Copyright (c) 2010 form software only The Lackner Group, Inc. Form PA-1500 Schedule E (Rev. 11-10) Rev-1509 EX+(01-10) pennsylvania SCHEDULE F DEPARTMENT OF REVENUE JOINTLY-OWNED PROPERTY INHERITANCE TAX RETURN RESIDENT DECEDENT ESTATE OF FILE NUMBER Hession, Eugene M. 21-12-1228 If an asset was made joint within one yearof the decedent's date of death, It must be reported on schedule G. SURVIVING JOINT TENANT(S) NAME ADDRESS RELATIONSHIP TO DECEDENT A. Dorothy A. Judge 1009 Jenkins Grove None Enola, PA 17025 B. Deidra L. Randles 73 Trent Road None Elkton, MD 21921 C. JOINTLY OWNED PROPERTY: DESCRIPTION OF PROPERTY % OF DATE OF DEATH ITEM LETTER DATE INCLUDE NAME OF FINANCIAL INSTITUTION AND BANK ACCOUNT DATE OF DEATH DECD'S VALUE OF NUMBER FOR JOINT MADE NUMBER OR SIMILAR IDENTIFYING NUMBER. ATTACH DEED FOR VALUE OF ASSE INTEREST DECEDENT'S INTEREST TENANT JOINT JOINTLY-HELD REAL ESTATE. 1 B 09102/2004 Adirondack Trust Checking Account No. 452.36 50.000% 226.18 5342912 - See attached ledger 2 AB 04/24/2006 Adirondack Trust Savings Account No. 457.51 33.330% 152.49 214059 - See attached ledger 3 AB 12/01/2011 Members 1st FCU Savings Account No. 2,005.57 33.330% 668.46 441846 - See attached Statement 4 A 1992 Regions Bank Checking Account No. 2,153.15 50.000% 1,076.58 635046796 - See attached Statement 5 A 1992 Regions Bank Savings Account No. 4,361.35 50.000% 2,180.68 8142989441 - See attached Statement TOTAL (Also enter on Line 6, Recapitulation) 4,304.39 (If more space is needed, additional pages of the same size) Copyright (c) 2010 form software only The Lackner Group, Inc. Form PA-1500 Schedule F (Rev. 01-10) co O co i O co co co o D D ' co w -11 -4 (D (D 0 o C) cn 05. IT 0 m m! m m 0 I m 0 o r;, 0 CD fu 2 ow m 0 C') m X p 0 o? 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An aggregate balance of $2,500 and having 3 products will place you in the Silver MLR level. Go green with eStatements! See the enclosed insert for more details. CHECKING ACCOUNTS 0011 -CHECKING Date Transaction Descri tion Additions Subtractions Balance May 25 Balance Forward 0.00 Jun 24 Ending Balance 0.00 SAVINGS ACCOUNTS 0000 - REGULAR SAVINGS Dale Transaction._Descrpbon _ Additions Subtractions Balance May 25 Balance Forward 2,005.14 May 31 Deposit Dividend 0.2509/o 0.43 2,005.57 Annual Percentage Yleld Earned 0.256% from 0510112012 through 0513112012 J✓^. 24 Ending 9alancs YTD SUMMARIES TOTAL DIVIDENDS PAID 0000 REGULAR SAVINGS 0.57 0011 CHECKING 0.00 Total Year To Date Dividends Pad 0.57 NOTE: Total includes closed shares Don't forget about our new Member Loyalty Rewards Program. The more products you have with us, the more benefits you'll receive. Ask an associate for details or visit our website at www.members1st.org for details. Regions Bank Carmona 696 Desoto Blvd Hot Springs, AR 71909 111, 11111111 111111-111 will 11111111.11 00016091 01 MB 0,401 001 DOROTHY JUDGE EUGENE M HESSION 1009 JENKINS GRV ENOLA PA 17025-3502 1-2 ACCOUNT # r$14 98_77 053 Cycle 11 E;s aos!~rps._ 0 Page 1 o12 50+ LIFEGREEN CHECKING June 21, 2012 through July 20, 2012 SUMMARY Beginning Balance $2,153.15 Minimum Balance $2.153 Deposits & Credits $2,650,75 + Average Balance $3,270 Withdrawals $292.96 - Fees $0.00 - Automatic Transfers $0.00 + Checks $0.00 - Ending Balance $4,510.94 06/29 Monarch Life DDP Credit Dorothy A Judg 46.03 07/03 US Treasury 303 Xxsoc Sec Dorothy A Judg 1,683.00 07/17 Vale Inco Americ Pn Pmts/Cp Judge 921.72 Total Deposits & Credits $2,650.75 = - € 4 1s y ~ ~ -C y ,a as r x ,nom r - a r ..,r~fi~kc~,v ~ ~~~-~;~fs~z~:~',~.; ;~:.~~~;'~..~~,s:~,`.~"~s,~r..: , f~E ~,~"~~1rlt~.~. i. ~t~~:~~ t,'~y~'',~,•f .:~,~`~~~c....3cr... ~ _ 07/16 Mutual of Omaha Jul Insprm Eugene M Hessi 292.96 Total For This Total Calendar Statement Period Year-to-Date Total Overdraft Fees (may include waived fees) 0.00 36.00 Total Returned Item Fees ma include waived fees 0.00 0.00 r, DAILY BAI ANCE -50MMAIIY - Date Balance Date Balance Date Balance 06/29 2,199.18 07/16 3.589.22 07/03 3,882,18 07/17 4,510.94 DID YOU KNOW THAT REGIONS INSURANCE MAY BE ABLE TO SAVE YOU TIME AND MONEY ON YOUR AUTO OR HOME INSURANCE? ONE EASY CALL TO 1-888-QUOTE-03 GETS YOU A FREE, NO OBLIGATION QUOTE. W.' M . t Regions Bank Desoto 110 Calella Suite B Hot Springs, AR 71909 hII'IIIIInili'nil ld'1111"Ili"'I""IIIII'I'liu'ilili'lil'I 00001754 01 MB 1,411 001 EUGENE E M HESS I ON DOROTHY A JUDGE 1009 JENKINS GRV ENOLA PA 17025-3502 ACCOUNT # 0635046796. 053 Page 1 of 1 REGULAR SAVINGS April 1, 2012 through June 29, 2012 rJ.F✓H.('l:"z' >,.N:, Beginning Balance $4,361.35 Annual Percentage Yield Earned This Period 0.01% Deposits & Credits $0.00 + Interest This Period $0.11 Net Interest Earned $0.11 + Avg Collected Balance This Period $4,361.35 Withdrawals $0.00 - 2012 YTD Interest $0.50 Fees $0.00 - Automatic Transfers $0.00 + Ending Balance $4,361,46 I,#:#Y.. ri X/. r. e.F ._..r.n..~,Fir F.:,F. rF. l..ef...n.~.G nr r _..i .r.:..l.. rr .......r. ka....:. r...r. .r.. r...r r... e.Y r. 06129 Effective Date 06-30-12 Interest Payment 0.11 Total For This Total Calendar Statement Period Year-to-Date Total Overdraft Fees (may include waived fees) 0.00 0.00 Total Returned Item Fees ma include waived fees 0.00 0.00 It c.. z.:-/CZc ..Y. IVIX, , Date balance bate Balance Date Balance 06/29 4,361.46 DID YOU KNOW THAT REGIONS INSURANCE MAY BE ABLE TO SAVE YOU TIME AND MONEY ON YOUR AUTO OR HOME INSURANCE? ONE EASY CALL TO 1-888-QUOTE-03 GETS YOU A FREE, NO OBLIGATION QUOTE. For all your bang inj neegs, please call 1-800-RF-GIONS (734-4667). or visit u on t e Ihternet at www.regions.com. Thank You For Banking With RegionsI Rev-1510 EX+(08-09) SCHEDULE G pennsylvania INTER-VIVOS TRANSFERS AND DEPARTMENT OF REVENUE INHERITANCE TAX RETURN MISC. NON-PROBATE PROPERTY RESIDENT DECEDENT ESTATE OF FILE NUMBER Hession, Eugene M. 21-12-1228 This schedule must be completed and filed if the answer to any of questions 1 through 4 on page three of the REV-1500 is yes. ITEM DESCRIPTION OF PROPERTY DATE OF DEATH % OF DECO'S EXCLUSION TAXABLE INCLUDE HE NAME OF TRANSFER. TRANSFEREE ATTACH A COPY OF THE DEED FOR REAL ESTATE. VALUE OF ASSET INTEREST (IF APPLICABLE) VALUE NUMBER T 1 Morgan Keegan IRA No. 76264001 - See attached 9,225.58 9,225.58 Statement TOTAL (Also enter on Line 7, Recapitulation) 9,225.58 (If more space is needed, additional pages of the same size) Copyright (c) 2009 form software only The Lackner Group, Inc. Form PA-1500 Schedule G (Rev. 08-09) N 0. O d C cv p N E w 9 Z a; co _!t m N C) co o E 0) (y / CL 4) fn Q' N N CA v M M iy ' Y C V N h n 1 ~..f tt D U 0° m N °i0; 0; o in Lrr) to c \.V t-M N J N'C NO w ' U0, E en u~ w to ° m .g m 3° G RI: 00 > N o O CV ao O O 0 U N(o trT z m N Q m -o a? 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C y, O c D % C: V A C i m' 1 a 9 c ° o E Ci y V 0 U E y z 2 J N 2 7 CL m N p a Z N w 0 ~O O :y n- F L .c wa .f C m i D v y `m Y D .7 c u° O a n y Y z z H w h- K O OZ J> F r W O c =c E = o v m :c 9` p D G c y m s: - c c c >.T• ,mr, n c i O r W W 0 2 W z W w N F• d 4r E N D O C% m C G 6 ° "yl O E f1 G C C O N N E G q E Ur Q W ~~~~fdQ=~ 7FW 10 0 W mmm rc co c-'D Rr-E-m t~ '>m 22 B0 pp¢ oaE~cL YauimE$y r z Z WFW~LV~Z OUZF~;y~- cY "t;rF~~c _mc n'put tEi ~ovrn~v 4: P (A a° -7 LL Z H W Z O x Z W 0.' G j C Try @ 0 J m m ' U C T U U L U_ 'S. J u 0 O C a G E G% O 21 ~~G U Q O 0. O m iLL 0. m p Y E C¢ Q L C - S Y. < 2 'b Or N 0. 0 6 - v N Z W L., t m y m L n 1 REV-1571 EX+ (10-09) pennsylvania SCHEDULE H DEPARTMENT OF REVENUE FUNERAL EXPENSES AND RESEIDENT'DECEDENT TURN ADMINISTRATIVE COSTS ESTATE OF FILE NUMBER Hession, Eugene M. 21-12-1228 Decedent's debts must be reported on Schedule I. ITEM DESCRIPTION AMOUNT NUMBER A. FUNERAL EXPENSES: See continuation schedule(s) attached 13,814.00 B. ADMINISTRATIVE COSTS: 1. Personal Representative's Commissions Name of Personal Representative(s) Street Address City State ZiD Year(s) Commission Paid 2. Attornev's Fees 2,000.00 See continuation schedule(s) attached 3. Family Exemption: (if decedent's address is not the same as claimant's, attach explanation) Claimant Street Address City State ZiD RelationshiD of Claimant to Decedent 4. Probate Fees 128.50 See continuation schedule(s) attached 5. Accountant's Fees 6. Tax Return Preparer's Fees 7. Other Administrative Costs 708.54 See continuation schedule(s) attached TOTAL (Also enter on line 9, Recapitulation) 16,651.04 Copyright (c) 2009 form software only The Lackner Group, Inc. Form PA-1500 Schedule H (Rev. 10-09) SCHEDULE H FUNERAL EXPENSES AND ADMINISTRATIVE COSTS continued ESTATE OF FILE NUMBER Hession, Eugene M. 21-12-1228 ITEM NUMBER DESCRIPTION AMOUNT Funeral Expenses 1 Edward D. Lynch Funeral Home, Inc. - Funeral - See attached Invoice 13,814.00 H-A 13,814.00 Attorney Fees 2 Saidis, Sullivan & Rogers - legal fees - estimated 2,000.00 1-1-132 2,000.00 Probate Fees 3 Register of Wills - probate fees 128.50 H-64 128.50 Other Administrative Costs 4 Cumberland Law Journal - advertise letters 75.00 5 Executrix's trip to New York City to arrange for funeral and burial - 400 miles at 55.5 cents 222.00 per mile 6 Executrix's trip to New York City to attend funeral - 400 miles at 55.5 cents per mile 222.00 7 The Sentinel - advertise letters 189.54 H-B7 708.54 Copyright (c) 2002 form software only The Lackner Group, Inc. Form PA-1500 Schedule H (Rev. 6-98) FUNERAL HOME, INC. 43-07 QUEENS BOULEVARD LONG ISLAND C?TV. NEW YORK 11104 (718) 784-1525 EDWARD LYNCH • MAUREEN A. LYNCH • GERALD F. LYNCH July 2, 2012 Mrs. Deidra Randles 73 Trent Road Elkton. MD 21921 Statement of Funeral Expenses for: Eugene M. Hession Date of Death: June 24. 2012 FACILITIES AND PROFESSIONAL SERVICES: Transfer of Remains 1,150.00 Embalming 850.00 Dressing / Casketing 125.00 Cosmetology 50.00 Basic Arrangements 950,00 Supervision for Visitation 250.00 Supervision for Funeral Service 300.00 Use of Facilities for Visitation 400.00 Sub Total: $ 4,075.00 MERCHANDISE: Casket: Solid Hardwood, Crepe Interior 2,960.00 Prayer Cards 75.00 Sub Total: $ 3,035.00 AUTOMOTIVE EQUIPMENT: Hearse 450.00 Sub Total: $ 450.00 TOTAL FUNERAL HOME CHARGES: $ 7,560.00 CASH ADVANCES: New Grave and Opening at All Faiths Cemetery 5,704.00 Death Certificates (10) 150.00 Pallbearers (1) 50.00 Gratuities 50.00 Flowers 300.00 Sub Total: $ 6,254.00 TOTAL FUNERAL EXPENSE: $ 13,814.00 PAID IN FULL July 2, 2012 Man Thanks Edward D. Lynch Funeral Home, Inc. Rev-1512 EX+(12.08) SCHEDULE I pennsylvania DEBTS OF DECEDENT, DEPARTMENT OF REVENUE INHERITANCE TAX RETURN MORTGAGE LIABILITIES AND LIENS RESIDENT DECEDENT ESTATE OF FILE NUMBER Hession, Eugene M. 21-12-1228 Report debts incurred by the decedent prior to death that remained unpaid at the date of death, including unreimbursed medical expenses. ITEM VALUE AT DATE NUMBER DESCRIPTION OF DEATH 1 Lawyers Fees to Serratelli, Schiffman and Brown 687.50 TOTAL (Also enter on Line 10, Recapitulation) 687.50 (If more space is needed, additional pages of the same size) Copyright (c) 2008 form software only The Lackner Group, Inc. Form PA-1500 Schedule I (Rev. 12-08) REV-1517 EX+ (01-10) pennsylvania SCHEDULE J DEPARTMENT OF REVENUE INHERITANCE TAX RETURN BENEFICIARIES RESIDENT DECEDENT ESTATE OF FILE NUMBER Hession, Eugene M. 21-12-1228 NAME AND ADDRESS OF RELATIONSHIP TO SHARE OF ESTATE AMOUNT OF ESTATE NUMBER PERSON(S) RECEIVING PROPERTY DECEDENT Not Lost Tru Do (Words) TAXABLE DISTRIBUTIONS [include outright spousal I• distributions, and transfers under Sec. 9116(a)(1.2)) 1 Dorothy A. Judge None 100% of residue 1009 Jenkins Grove by Trust terms Enola, PA 17025 (see attached) Total Enter dollar amounts for distributions shown above on lines 15 through 18 on Rev 1500 cover sheet, as appropriate, NON-TAXABLE DISTRIBUTIONS: II. A. SPOUSAL DISTRIBUTIONS UNDER SECTION 9113 FOR WHICH AN ELECTION TO TAX IS NOT TAKEN B. CHARITABLE AND GOVERNMENTAL DISTRIBUTIONS TOTAL OF PART II - ENTER TOTAL NON-TAXABLE DISTRIBUTIONS ON LINE 13 OF REV-1500 COVER SHEET Copyright (c) 2010 form software only The Lackner Group, Inc. Form PA-1500 Schedule J (Rev. 01-10) LAST WILL AND TESTAMENT OF EUGENE M. HESSION (POUR-OVER WILL) I, EUGENE M. HESSION, of the State of Arkansas, do hereby revoke all Wills and Codicils heretofore made by me and do make and declare this to be my Last Will and Testament, in the manner and form following: FIRST FAMT LY- -QS I an single. There were no children born to me, nor adopted by me, nor do I have any children who predeceased me, leaving i..,sLie surviving. SECOND ALDMINISTRATI.QfI.OF MY ES'T'ATE (a) Personal_.Re_p e, tative: I appoint DOROTHY A. JUDGE to serve as my Personal Representative. In the event that she should be unable or unwilling to serve, I appoint the following, in the order named, to serve as my Personal Representative: 1. DEIDRA L. RANDLES 2. KEITH IAN BAITSELL 3. BRUCE B. RANDLES In the event that none of said nominees shall. be able or willing to serve, then said nominees (or the survivors of them) sra.1 ] be authorized to appoint an Alternate Personal Representative as they mutually agree. (b) No Bond Required: I direct that no bond or other security shall be required in any jurisdiction of my said Personal Representative and Trustee for the faithful performance of their duties hereunder. (r.) h?aiv__o~crt Formalities and_.Autb_Qiy o'. Pe?1? _Act: Without restriction of the powers vested in :QlLt.c them by law, or elsewhere in this Will, and subject to all other provisions of this Wi].l, my Personal Representative. or Trustee, without the necessity of procuring any Probate Court authorization or approval, shall be authorized to exercise those fiduciary powers which may be incorporated by reference in a Will or Trust and set forth in Arkansas Code of 1987 Annotated §28-69-304, as amended. Page 1 of the Last Will and Testament of EUGENE M. HESSION THIRD ,BTS., TAXES AND EXPENSES (a) Trltee To Pay Debts,. Taxes and Expenses: In my trust referred to hereinafter, I have directed the trustee to provide for payment of all (a) my legally enforceable debts, including debts owed by me to a trustee individually, except debts which are an encumbrance on real property, (b) the expenses of my last illness and funeral, (c) the administration expenses payable by reason of my death, (d) the estate and inheritance taxes (including interest: and penalties, if any) payable in any jurisdiction by reason of my death (including those taxes and expenses payable with respect to assets which do not pass under that trust). (b) Pe.sQnal Representative. To~y..._.~~btsTT_s..nd Ec.peD_ss Trust as~suffix1entt........Eunds (To. Be }°a id From tY:e P,es .r the Estate, Wi.tYlout Apportionment) : Despite the provisions of paragraph (a) of this Article, my personal representative shall pay the amount of those debts, expenses, and taxes referred to in paragraph (a) of this Article directed to be paid by the trustee but certified by the trustee as exceeding the principal out of which the trustee is directed to provide for payment. Any such amount payable by my personal representative because of any such certification by the trustee shall be paid out of and charged generally against the principal of my residuary estate, without apportionment and without seeking reimbursement, recovery, or contribution from any person. FOURTH GIFTS OF PERSONAL ARTICLES AND MISCELLANEOUS INSTRUCTIONS I reserve the right to enclose with this Will (or my photostatic copy of this Will, or my Trust) a written statement signed by me and dated, designating how certain items of my tangible personal property shall. be distributed and detall:i.ng my funeral and burial instructions. This provision is made pursuant. to the authority granted under Arkansas Code of 1987 Annotated §28- 25-107, as amended. FIFTH O.F BALANCE OF ESTATE TO1ST (POUR-OVER PROVISION) All the rest, residue and remainder of my estate of every kind and character, I give, devise and bequeath to the then constituted Trustee of the EUGENE M. HESSION TRUST dated the 13th day of May, 2002, as amended, to be held subject to the terms and conditions set forth therein (or if said Trust is not In existence, to my Trustee, to be administered pursuant to the terms and conditions oC Page 2 of the Last Will and Testament of EUGENE M. HESSION said Trust Agreement as it exists as of date of execution of this Will, which terms and conditions are expressly incorporated by reference). IN TESTIMONY WHEREOF, I have hereunto set my hand and do hereby declare this to be my Last Will and Testament, which I have signed in the presence of Sherrill Nicolosi and Diane L. Baker , who, at my request, attest the same in my presence on this 13th day of May, 2002. ~j f EUGFNE M. HFSSION We, Sherrill Nicolosi and Diane L. Baker do hereby certify that EUGENE M.~HESSION, the Testator in the above and foregoing Last Will and Testament, subscribed the same in our presence, at the time declaring to us that said instrument was his Last Will and Testament, and we at his request, and in his presence, and in the presence of each other, now sign our names hereto as attesting witnesses. ddress: 112 Desoto Center Dr. Address: 112 Desoto Center Dr. Hot Springs Village, AR Hot Springs Village, AR Page 3 and Final Rage of the Last Will and Testament of EUGENE M. HESSION c- ohem.i hemion`avil SH\•dib STATE OF ARKANSAS ) )SS COUNTY OF GARLAND ) AFFIDAVIT IN PROOF OF WIL BEFORE ME, the undersigned authority, on this day personally appeared the witnesses named hereinbel.ow, and further, the Testator, respectively, whose names are subscribed to the annexed Will in their respective capacities, and all of the said persons being by me duly sworn, the said Testator declared to me and to the said witnesses in my presence that said instrument is his Last Will and Testament, and that he had willingly made and executed it as his free act and deed for the purposes therein expressed; and the said witnesses, each on his or her oath stated to me, in the presence and hearing of the said Testator, and in the presence of each other,, that the said Testator had declared to them that said instrument is his Last Will and Testament, and that he executed the same as such and wanted each of them to sign it as an attesting witness; and upon their oaths each witness stated further that he or she dial sign the same as witnesses in the presence of the said Testator and in the presence of each other at his request; that he was at that time eighteen years of age or over, and was of sound mind; and that each of said witnesses was then at least eighteen years of age. EUGE E M. HESSION, Testator W tness Witness Address: 112 Desoto Center Dr. Address: 112 Desoto Center Dr. Hot Springs Village, AR Hot Springs Village, AR Subscribed and acknowledged before me by the said EUGENE M. HESSION, Testator, and subscribed and sworn to before me by the said Sherrill Nicolosi and Diane L. Baker witnesses, this 1.3th day of May, 2002. My Commission Expires: NOTARY PUBLIC c.?clivnts heasio:aiChi~: P`:-d;h PUBLIC a r , COUNTY 2011 miky EXTp, Mar. 1, r ' -`1UE COPY FROM RECORD In Testimony wharof, I hereunto set my hand and the Beal of said~Coun , Qukla, PA, TM , d y Cla o dpham Court EUGENE M HESSION TRUST . ' Cumbodand County This Agreement made this 13th day of May, 2002 by and between EUGENE M. HESSION of the State of Arkansas (hereinafter in certain instances identified herein as the "Grantor") and EUGENE M. HESSION and DOROTHY A. JUDGE (hereinafter called "Co-Trustees"). W I T N E S S E T H: WHEREAS, I desire to provide for and create a Revocable Trust during my lifetime to manage and conserve my assets; and WHEREAS, I desire to provide for management of my,, assets,in the event of my disability, and further, to provide fora orderly, transfer of my assets in the event of my death, so as N, miniunize yf c the inconvenience to my family; M ~ c`n x; n• ~ rrf NOW, THEREFORE, the parties agree as follows: ra ;x G Si ARTICLE ONE s; a _T1 TRUST ESTATE AND ADDITIONS THERETO f 7f This Trust shall be known as the EUGENE M. HESSION ' TPUS'I . s Concurrent with execution of this Trust, I have transferred Ten Dollars ($10.00) to the Trustee, receipt which is hereby acknowledged by the Trustee, by my execution hereof. This property, together with any other property that may later become subject to this Trust, shall constitute the Trust Estate, and shall be held, administered and distributed by the Trustee as provided herein. I shall have the right at any time to add to this Trust other property. ARTICLE TWO TRUSTEE A. Initial Co-Trustees: The Co-Trustees of this Trust shall be EUGENE M. HESSION and DOROTHY A. JUDGE. In the event of the death, resignation or incompetency of either co-Trustee so he or she cannot serve as Co-Trustee, then the other Co-Trustee named herein shall serve as Sole Trustee. B. Alternate Successor Trustee: In the event that neither EUGENE M. HESSION nor DOROTHY A. JUDGE shall be able or willing to serve as Trustee, then in that event DEIDRA L. RANDLES shall serve as Alternate Successor Trustee. In the event none of said nominees shall be able or willing to serve, then KEITH IAN BAITSELL shall serve as Trustee. C. Appointment of Alternate Successor Trustee: In the event of the death or disability of EUGENE M. HESSION, then DEIDRA L. RANDLES shall be authorized, from time to time, to appoint an Alternate Trustee of her choice, as she shall deem to be in the best interest of the Trust. ARTICLE THREE AMENDMENT AND REVOCATION I shall have the right at any time to amend any of the provisions of this Trust Agreement, or of any Amendment thereto, by an agreement in writing executed by me and delivered to the Trustee, and to revoke this Trust in whole or in part by an instrument in writing executed by me and delivered to the Trustee. In the event I revoke this Trust in whole or in part, the Trustee shall redeliver to me, such assets as I direct. ARTICLE FOUR LIVING TRUST: DISTRIBUTION OF PRINCIPAL AND INCOME A. Distributions to EUGENE M HESSION: The Trustee shall pay to me, or for my benefit, so much or all of the net income (and so much of the principal) of the Trust as I direct, from time to time. B.. Right of Withdrawa : I may, at any time and from time to time during the existence of said Trust, withdraw the entire or any specified portion of the principal and accumulated income. C. My Incompetency: In the event of my incompetency or disability, the Trustee shall be authorized to continue to pay to, or expend for my benefit, 'such amounts of income and principal as the Trustee, in its sole discretion, shall deem appropriate to provide for my health, maintenance and support, in accordance with my standard of living. ARTICLE FIVE DIVISION OF TRUST ESTATE UPON MY DEATH Upon my death, the Trustee shall pay over and distribute the remaining trust assets as follows: A. Debts, Estate Taxes and Expenses (To Be Paid From the Residuary of the Estate, Without Apportionment): The Trustee shall first pay all of my reasonable funeral expense, last illness expense, administration expense, and such other debts as the Trustee shall deem reasonable. Further, the Trustee shall pay all of my federal or state estate or inheritance taxes, which shall be deemed to be paid from the residuary of my trust estate, without apportionment. B. Division of Balance of Trust: All the rest, residue and remainder of the trust assets shall be paid over and distributed in fee simple and free of trust unto DOROTHY A. JUDGE. C. Prior Death of Beneficiary: In the event DOROTHY A. JUDGE shall predecease me, then to DEIDRA L. RANDLES, on a per stirpes basis. 2 i D. Distribution of Trust if No Beneficiaries Survive: If at the time of my death, or at any time prior to final distribution hereunder, none of the beneficiaries named hereinabove survive and no other disposition of the property is directed by this Trust, then in that event, the then remaining property of the Trust shall be paid over and distributed as follows: 1. BRUCE B. RANDLES ARTICLE SIX CONTINUATION FOR OTHER BENEFICIARIES UNDER AGE TWENTY-ONE If any beneficiary herein is entitled to distributions who shall not have attained the age of twenty-one (21), then the share of such beneficiary shall be retained in trust subject to the following terms and conditions: A. Trustee: DEIDRA L. RANDLES shall serve as Trustee of each share of this Trust. In the event she shall be unable or unwilling to serve, then KEITH IAN BAITSELL shall serve as Trustee of each share of this Trust. In the event neither of said nominees shall be able or willing to serve, then BRUCE B. RANDLES shall serve as Trustee of each share of this Trust. Further, the surviving nominees named herein, from time to time, shall be authorized to appoint an Alternate Trustee for this Trust (including separate Trustees for the various accounts of the Trust as they shall elect in their sole discretion). The Trustee may be an individual or Corporate Trustee, as my then living nominees shall from time to time elect, and as they shall deem to be in the best interest of the beneficiaries herein. B. Division Into Separate Trust Shares: The Trustee shall create- a separate trust share for each said beneficiary and transfer into said separate trust share the respective distribution that each beneficiary is to receive under the terms hereof. C. Distributions: So long as a share of this Trust is held in trust for the benefit of said beneficiary, the Trustee, in its sole discretion, shall distribute to or for the benefit of such beneficiary, so much of the trust income and principal, from said beneficiary's respective share of this Trust, as shall be necessary to provide for any of the following: 1. The health, education, maintenance and support of such beneficiary. 2. To provide adequate financial assistance to assist said beneficiary in obtaining a college, vocational and/or post-graduate education (taking into account other resources reasonably available to provide for 3 such educational assistance). D. Right of Beneficiary to Withdraw Principal From Trust Upon Attaining Certain Age: The share of said respective beneficiaries hereunder shall be retained in trust and distributed to him or. hex in fee simple and free of trust when he or she attains the age of twenty-one (21). In the event of the death of the beneficiary prior to the distribution of said beneficiary's remaining share hereunder, said beneficiary's then remaining share shall be paid over and distributed as follows: 1. If said beneficiary shall have any descendants, to his or her descendants on a per stirpes basis. 2. If said beneficiary shall have no descendants, to his or her brothers and sisters on a per stirpes basis. 3. If none of said beneficiaries survive, to the descendants of DEIDRA L. RANDLES, on a per stirpes basis. ARTICLE SEVEN POWERS AND TRUST ADMINISTRATION A. Sale of Trust Assets; The Trustee is authorized to sell any property, real or personal, constituting a part of this Trust, at such terms and conditions, as the Trustee deems best. B. Powers and Trust Administration: The provisions of Exhibit "1" attached hereto and made a part hereof shall govern the administration of all Trusts established under this instrument; and shall be deemed to be incorporated herein as a part of this document, for all purposes. ARTICLE EIGHT GUIDES TO CONSTRUCTION A. Composition of My Immediate Family: As of the signing of this instrument: 1. I am unmarried, and have no children. B. Grantor's Intent: I specifically, intentionally, and without any oversight on my part, make no provisions for any of my relatives, for personal reasons which I do not wish to detail within this document. 4 IN WITNESS WHEREOF, the Grantor and Initial Trustee have signed, sealed and acknowledged this agreement. EUGEN M. HESSION, Grantor and Initial Co-Trustee DOROTHY A. JUDGFe; Ind ial Co-Trustee STATE OF ARKANSAS ) COUNTY OF GARLAND ) On this day personally appeared before the undersigned, a Notary Public within and for the County and State aforesaid, duly qualified, commissioned and acting, EUGENE M. HESSION and DOROTHY A. JUDGE, to me well known as the Grantor and Initial Co-Trustees who signed the foregoing instrument and stated that they had executed the same for the consideration and purposes therein mentioned and set forth. WITNESS my hand and seal as such Notary Public on this 13th day of May, 2002. TARY PUBLIC My Co mission Expires: ~~gOLEYN~~,o ~Q' OTAR 1. "CP G)`,, pu, \G c:\clients\hession\tcust.his\SHN-dib 5 STANDARD ADMINISTRATIVE PROVISIONS: EXHIBITS TO THE EUGENE M. HESSION TRUST (This section of your Trust includes standard administrative provisions that our Law Firm recommends be included in all Trusts.) EXHIBIT "1" TO THE EUGENE M HESSION TRUST I. GENERAL POWERS AND TRUST ADMINISTRATION The provisions of this exhibit are incorporated by reference for all purposes to the primary portion of the above-referenced trust. Reference herein shall include not only the initial trust established by this Trust Agreement, but also separate trusts that are to be established by the provisions of the Trust Agreement from time to time. A. Limitation of Creditors or Other Claims Against Trust (Spendthrift Clause): The interest of each beneficiary in the income or principal of any trust created under this instrument, shall be free from the control or interference of any creditor of a beneficiary or of any spouse of a married beneficiary and shall not be subject to the claims or creditors of any beneficiary, or to judgment, levy, execution, attachment, bankruptcy proceedings, or other legal or equitable process, or susceptible to anticipation or alienation, and each beneficiary shall be without the power, voluntarily or involuntarily, to sell, mortgage, pledge, or hypothecate any interest in or the income from such trust. Nothing contained in this section shall be construed, however, as restricting in any way the exercise of any power of appointment granted hereunder, or the right of the surviving spouse to the income from any trust qualifying for the marital deduction. B. Irust Not to Continue Longer Than Maximum Duration Allowed Under Law: Each trust maintained under this instrument shall terminate, if not previously terminated under other provisions of this instrument, 21 years from the date of death of the last to die of my spouse and such of my descendants as are living at the date of my death. All remaining trust property of a trust terminated under this item shall be distributed to the beneficiary of such trust. C. Factors For Trustee's Consideration In Making Discretionary Distributions to Grandchildren or Other Beneficiaries: Among the circumstances and factors to be considered by the Trustee in determining whether to make discretionary distributions of net income or principal to a beneficiary, shall include (but not necessarily be limited to) the following: 1. Other Income and Assets: Other income and assets known to the Trustee to be available to that beneficiary, including funds which might be made available by enforcement of the legal obligation of any person to furnish support or education, and the advisability of supplementing such income or assets. 2. Maturity, Good Citizenship and Discipline in Academic Studies: The character and habits of the beneficiary, the diligence, progress, and aptitude of the beneficiary in acquiring an education and the ability of the beneficiary to handle money usefully and prudently and to assume the responsibilities of adult life and self-support. 3. Standard of Living: Such beneficiary's accustomed standard of living. 4. Education: As used throughout this instrument, the term "education" includes, but is not limited to, private schooling at the elementary and secondary school level, college, graduate and professional education, and specialized or vocational training. Notwithstanding the foregoing, no Trustee hereunder shall be required to inquire into and ascertain the income and assets available to a beneficiary from sources outside the Trustee's control and knowledge. D. Estate Expenses (To Be Paid From Residuary Portion Without Apportionment): The Trustee shall have the power to pay any of my estate expenses Trustee deems appropriate, including but not limited to, expenses of the last illness and burial, the expenses of administration, or estate tax or other tax expense. The preceding items shall be paid from the residuary portion of the Trust, without apportionment. However, expenses and claims, and all estate, inheritance, and death taxes assessed with regard to property passing outside of my revocable living trust or outside of my probate estate, but included in my gross estate for federal estate tax purposes, shall be chargeable against the persons receiving such property. E. Distributions for Incapacitated Beneficiaries and Distributees: If any person to whom a fractional or complete distribution of remaining trust property is required to be made out of the Trust is under legal disability or is, in the judgment of the Trustee, incapacitated, the Trustee may utilize one or both of the following options, unless otherwise directed in this instrument: 1. Distribution of all or any part of such remaining trust property to the legal guardian of such person or to a custodian authorized to receive it for such person under the Arkansas Personal Custodian Law or the Arkansas Transfer to Minors Law or any similar statute of any state, the receipt of any such person shall fully discharge the Trustee from any further liability in connection with such 2 distribution. For the purpose of making such distributions the Trustee may designate a custodian to receive the property, if such custodian has not previously been appointed. 2. Retention of all or any part of such remaining trust property as a separate trust for such person until, in the judgment of the Trustee, distribution can be made to such person.directly. The Trustee may pay to or apply for such person such amounts of the net income and principal as it considers appropriate, and, at the death of such person, all remaining trust property shall be distributed to his estate. F. Participation in Decisions Relating to Discretionary Distributions: No individual (other than me) who is a Trustee may participate in determining whether or to what extent, to make discretionary distributions of income or principal (1) to or for such individual for any purpose other than for such individual's health, education, maintenance or support, or (2) to or for any beneficiary for the purpose of discharging a legal obligation, including a support obligation, of such individual. With regard to any trust herein, that is not a general power of appointment trust share, no Trustee who is a beneficiary of any trust created herein that is not a general power of appointment trust, or who is obligated to support a beneficiary of any trust created hereunder, shall ever participate in, with respect to all trusts created hereunder, (i) the exercise of discretion to allocate receipts or expenses between principal and income, (ii) the exercise of any power to amend or affect beneficiaries' powers of withdrawal over additions, or (iii) the exercise of any general power of appointment described under Sections 2041 or 2514 of the Internal Revenue Code of 1986, as amended. The determination of the remaining Trustee or Trustees shall be final and binding upon the beneficiaries of such trust. G. Status of Gifts from Trust: During my lifetime, he or she shall be the only permissible beneficiary of this Trust. Should any transfer of trust property be made directly from the Trust to any other person while I am living, as a gift by me to said donee, such transfer shall be deemed first to have been made to me, and then to the donee. H. Early Termination of Trust if Uneconomical to Manage: The Trustee may terminate any trust maintained under this instrument if in the Trustee's sole discretion the trust has become uneconomical to manage by reason of its small size. In the event of early termination, all remaining property of the trust terminated under this item shall be distributed to the beneficiary of such trust, or in the alternative, to an appropriate custodian 3 and/or guardian for the benefit of such beneficiary (if such beneficiary is a minor or otherwise incapacitated). 1. General Powers: Without restriction of the powers vested in the Trustee by law, or elsewhere in this Trust, the Trustees, without the necessity of obtaining any Court authorization, shall be authorized to exercise those fiduciary powers which may be incorporated by reference in a Trust as set forth in Arkansas Code of 1987 Annotated, Section 28-69-304, as amended. These provisions are hereby incorporated herein by reference and made a part hereof. II. ACCOUNTS A. Accountings Individual Trustees: Following my death or disability, any Successor Individual Trustee shall cause a qualified Certified Public Accountant, on an annual basis, to prepare a written account of the administration of each trust maintained under this instrument, in the manner set forth hereinafter, in the manner that would otherwise be prepared by a Corporate Trustee, and cause this written account to be circulated in the manner set forth hereinafter. B. Accounting of Corporate Trustees: At least annually, any Corporate Trustee hereunder shall (1) prepare a written account of the administration of each Trust maintained under this instrument (a) detailing all receipts, credits, disbursements and charges which occurred during the period covered by such account and (b) containing a statement listing the current assets of each such Trust, and (2) mail or deliver a copy of such account to each person who is a beneficiary of the Trust to which such account pertains, and to each person who is an immediate remainder beneficiary of the Trust (or, if any such current or remainder beneficiary was under legal disability during such period, to such beneficiary's legal guardian or parent(s)). III. ADMINISTRATIVE PROVISIONS REGARDING TRUSTEE A. Procedure to Replace Trustee Who Is Incapacitated: If I or other individual Trustee shall be serving as Trustee for any Trust created hereunder, and said Trustee shall become incapacitated, the Successor Trustee shall immediately succeed to the position of Trustee, upon receipt of a notarized statement from the incapacitated Trustee's principal treating physician, verifying such incapacity. ("Incapacitated" being defined, for these purposes, as the inability to properly tend to business affairs due to physical or mental disability resulting from illness, injury, advanced age or other cause.) Any person dealing with said Successor Trustee shall be authorized to rely upon said physician's statement without further inquiry. If I, who was originally serving as Trustee, shall regain my capacity, then upon receipt of 4 a notarized statement from my principal treating physician, verifying that I had regained my capacity, as defined hereinabove, then I shall be entitled to be reinstated as Trustee, in the place of the Successor Trustee. B. Resignation or Refusal to Accept Appointment: Any Trustee may resign as Trustee of any trust established under this instrument by mailing or delivering 30 days' written notice to (1) each person who is a beneficiary of such trust or, if any such person is under legal disability, such person's legal guardian or parent(s), and (2) each remaining Trustee. C. Limitation of Liability of Trustee: So long as I am serving as Trustee, I shall have sole decision making authority with respect to the trust estate and no liability shall be incurred by the Successor Trustee for decisions made by me while I am serving as Trustee. Furthermore, no Successor Trustee shall be liable for, nor have any obligation to examine actions or accounts of any predecessor Trustee or Personal Representative. Further, any Trustee serving herein, shall not be responsible for any mistake in judgment or for any decrease in the value of or loss of the Trust estate, or for any cause whatever, except the Trustee's own bad faith, willful misconduct or gross negligence (except that any corporate trustee shall be governed by the normal standard of care for corporate trustees). D. 'Exercise of Powers and Discretions: All powers and discretions conferred by this instrument on the Trustee shall be continuing and may be exercised without approval of any court, and the Trustee may not be compelled to exercise, or refrain from exercising, any of such powers and discretions in any particular manner. The Trustee shall make no compensating adjustments between income and principal or between or among any trusts under this instrument and/or any distributee of any such trust by reason of its exercise of, or failure to exercise, any of such powers and discretions in any particular manner. E. Apipo~'nt_ment of Ancillary Trustees (For Administration of Out-of-State Real Property Where State Law Precludes the Existing Trustee From serving as Trustee): If at any time any of the Trust Estate shall consist in whole or in part of assets located in a jurisdiction in which a particular Trustee is not authorized or qualified to act, the remaining qualified Trustees shall act alone in regard to such assets (subject to any prohibitions on such Trustee's powers as contained in this Trust Agreement). Alternatively, the Trustees may appoint an ancillary Trustee (again subject to any restrictions) in the jurisdiction in which they are not authorized or qualified to act. This Trustee may confer upon that ancillary Trustee the necessary rights, powers, discretions and duties to act solely with respect to those assets as the Trustees may deem necessary or expedient. The ancillary Trustee shall be answerable to the Trustees for all monies, assets and 5 other properties which may be received by the ancillary Trustee in connection with the administration of those properties. F. Trustee's Compensation: The Trustee shall receive and retain from said trust estate for services rendered hereunder, reasonable compensation; and any Corporate Trustee shall receive reasonable compensation in accordance with its schedule of compensation established from time to time by its Board of Directors for the administration of trusts of a character similar to this Trust, and said Trustee shall retain from said estate all actual and necessary expenses including attorney's fees, accountant's and such other professional or expert counsel fees incurred by it in its operation and management of my property. IV. GUIDES-TO CONSTRUCTION A. Interchangeability of Certain Words: Unless the context otherwise requires, all words used in the singular include the plural, all words used in the plural include the singular, and words used in any gender include all genders. B. Modifiers Meaning of Certain Terms: References to living persons include those who are in gestation and later born alive. All pronouns used to refer to the Trustee, and that term itself, includes any person or corporation from time to time acting alone or jointly with one or more persons or corporations. The term "available trust property" includes all property then properly in the possession of, or subject to collection by, the Trustee. C. Meanina of Terms Taken from Internal Revenue Code: The terms which follow in this item, wherever used in this instrument, have the same meaning as in the Internal Revenue Code (and applicable Treasury Regulations) as amended from time to time: Alternate Valuation, Credit for State Death Taxes, Direct Skip, Taxable Termination, Taxable Distribution, Non-Skip Person, Skip Person, Generation-Skipping Transfer Tax, Gross Estate, Marital Deduction, Qualified Real Property, Qualified Terminable Interest Property, Qualified Use, Qualifying Income Interest for Life, Specific Portion, Unified Credit. D. Definitions: For purposes of this instrument: 1. "Beneficiary" means a person to or for whom payments of income of a given trust are currently permitted or required. 2. "Incapacitated" means unable properly to attend to business affairs due to physical or mental disability resulting from illness, injury, advanced age or other cause. Any person dealing with this Trust shall be authorized to conclusively rely upon 6 a notarized statement from a medical physician who is the principal treating physician of the person who is incapacitated, of the incapacity of said person, whether it be me or any beneficiary hereunder and any said third person shall have no further duty of inquiry. 3. "Remaining trust property" means all remaining principal and accrued income and any undistributed or accumulated income in the possession of the Trustee. E. Distributions to Descendants: Any property directed to be given or distributed to the descendants of any person shall be divided into a number of equal shares sufficient to create one such share with respect to each then-living descendant occupying the oldest generation in which there is at least one then-living person and one such share with respect to each deceased descendant who occupied the same generation and who is then survived by one or more descendants. Each share so created with respect to a then-living descendant shall be given or distributed to such descendant, and each other share so created shall be given or distributed to the descendants of the deceased descendant with respect to whom such other share was created in the manner set out in this item. F. Adopted Persons: The words "child", "descendant" and "issue" include any person born or legally adopted before or after the signing of this instrument. G. Titles Not Part of Instrument: The titles preceding the Articles and Items do not constitute part of this instrument and have been included only as a convenient mode of reference. H. Governing Law: The validity, construction and effect of this instrument, the administration of all trusts established under this instrument, and the rights and obligations of all beneficiaries and the Trustee shall be governed by Arkansas law. V. SUPPLEMENTAL POWERS OF TRUSTEE The Trustee is authorized in its absolute discretion with respect to any property, real or personal, at any time held under any provision of this Trust and without authorization by any Court and in addition to any other rights, powers, authority and privileges granted by any other provision of this Trust or by statute or general rules of law: A. 'rust Assets: To retain in the form received any property or undivided interests in property donated to, or otherwise acquired as a part of the Trust Estate, including 7 residential property and shares of the Trustee's own stock, regardless of any lack of diversification, risk or non- productivity, as long as it deems advisable, and to exchange any such security or property for other securities or properties and to retain such items received in exchange, although said property represents a large percentage of the total property of the Trust Estate or even the entirety thereof. B. Sale: To sell or dispose of or grant options to purchase any property, real or personal, constituting a part of the Trust Estate, for cash or upon credit, to exchange any property of the Trust Estate for other property, at such times and upon such terms and conditions as it may deem best, and no person dealing with it shall be bound to see to the application of any monies paid. C. Stock Sales: To sell or exercise stock subscription or conversion rights. D. Voting Rights: To refrain from voting or to vote shares of stock owned by the Trust Estate at shareholders' meetings in person or by special, limited, or general proxy and in general to exercise all the rights, powers and privileges of an owner in respect to any securities constituting a part of the Trust Estate. E. Borrowing Power: To borrow money and to encumber, mortgage or pledge any asset of the Trust Estate for a term within or extending beyond the term of the Trust, in connection with the exercise of any power vested in the Trustee. F. Leases: To enter for any purpose into a lease as lessor or lessee with or without option to purchase or renew for a term within or extending beyond the term of the trust. G. Improvements: To make ordinary or extraordinary repairs or alterations in buildings or other structures, to demolish any improvements, to raze existing or erect new party walls or buildings. H. Settlements: To compromise, adjust, arbitrate, sue on or defend, abandon, or otherwise deal with and settle claims in favor of or against the Trust Estate as the Trustee shall deem best. 1. Tax Basis: To make payment in cash or in kind, or partly in cash and partly in kind upon any division or distribution of the Trust Estate (including the satisfactions of any pecuniary distribution) without regard to the income tax basis of any specific property allocated to any beneficiary and to value and appraise any asset and to distribute such asset in kind at its j appraised value. ! J. Trustee's Authority to Hire Consultants: The trustee shall have the authority to appoint an investment manager or 8 managers - to manage all or any part of the assets of the trust, and to delegate to said investment manager the discretionary power to acquire and dispose of assets of the trust. The trustee may charge the compensation and expenses of such attorneys, accountants, investment managers, specialists and other agents against the trust. The trustee may employ one or more agents to perform any act of administration (discretionary or otherwise), including attorneys, accountants and investment managers, as the trustee deems necessary or advisable. The trustee may charge the compensation and related expenses of such attorneys, accountants, investment managers, specialists and other agents against the trust. The trustee may employ persons, including attorneys, auditors, investment managers and agents, to perform any act of administration, discretionary or otherwise. The trustee may charge the compensation and related expenses of such attorneys, accountants, investment managers, specialists and other agents against the trust. K. General Powers: In general, to exercise all powers in the management of the Trust Estate which any individual could exercise in his own right, upon such terms and conditions as it may deem best, and to do all acts which it may deem necessary or proper to carry out the purposes of this Trust. L. invest and Reinvest: To invest and reinvest from time to time in any kind of property, real or personal, without adherence to any statute or law requiring diversification or otherwise regulating 'investments by fiduciaries. M. roker4ge and Margin Accounts: To establish security or margin accounts, with brokerage firms, to pledge stocks and securities as collateral for margin account loans and other loans, and to borrow money and to encumber, mortgage or pledge any asset of the Trust Estate for a term within or extending beyond the term of the Trust, in connection with exercising power vested in the Trustee. N. Trustee's Authority to Disclaim: Following the death or incapacity of the Grantor, the Trustee of any Trust created hereunder, to which any property or interest therein devolves, by whatever means, may at their sole discretion, disclaim it in whole or in part by delivering a written disclaimer as provided under Ark. Code Ann. §8-2-101. The disclaimer may be of a fractional share or any limited interest, estate, beneficiary proceeds or survivorship rights. VI. ADJUSTMENTS FOR JOINTLY HELD PROPERTY AND/OR LOANS OR GIFTS FOR FAMILY 9 The provisions of this exhibit shall govern the adjustments for jointly held property and/or loans or gifts for family after my death, as follows: A. Adjustment for Jointly Held Pro-erty: Notwithstanding anything to the contrary hereinabove, the Trustee shall make the following adjustments in said distributions in order to adjust for assets passing to any of said beneficiaries named hereinabove, by reason of their receipt of survivorship assets. Such adjustments shall be as follows: 1. It is my intent that the beneficiaries of this Trust receive equal shares (or if the Trust shall provide for other than equal shares, proportionate shares in accordance with the provisions of the Trust) of my total estate, inclusive of both assets passing under the terms of this Trust, and assets passing to said beneficiaries by reason of survivorship rights, outside the terms of this Trust. 2. The Trustee is directed to determine the total amount of distributions payable under the terms of this Trust, and the total amount of assets as received by the trust beneficiaries as a result of survivorship assets passing to said beneficiaries outside the terms of this Trust. 3. The Trustee is directed to increase or decrease the amounts of distribution payable under the terms of this Trust, to the respective beneficiaries hereof, so as to as nearly as possible equalize (or adjust on a proportionate basis, •for unequal gifts, if the Trust should so provide) the total gifts received by the beneficiaries herein, taking into account the distributions from this Trust, and further, taking into account both property passing to said beneficiaries outside the terms of this Trust, by reason of survivorship rights in various survivorship assets or otherwise. 4. For purposes of construing this provision, it is my intent that the term "survivorship assets" include survivorship rights arising from joint tenancies, accounts payable on death, survivorship beneficiary designations, life insurance, individual retirement account or other pension right designations, and any other survivorship rights that involve assets passing outside my probatable estate, or outside the terms of this Trust, by reason of my prior designation of survivorship rights. 10 5. Any such adjustments shall be done in conjunction with the distributions from my spouse's Trust, so as to avoid duplications of adjustments. B. Adjustments for Loans and/or Gifts for Family: I hereby acknowledge that I have made, or anticipate that I will make certain loans and/or gifts to one or more of my children (or grandchildren) during my lifetime. A record of these loans and/or gifts is enclosed with my estate planning documents, together with the rate of interest, if any, to which these loans and/or gifts are subject (it being my intent that if a record, or other evidence is not so included, that any gifts shall not be subject to adjustment herein). I direct that at the time of distribution of my estate to my beneficiaries, that all amounts of such loans and/or gifts, together with accrued interest, if any, be forgiven, but that such amounts be deducted from the share to which such persons would be entitled. In calculating the amount to be distributed, the Trustee shall distribute according to the following formula, to-wit: 1. Total value of all assets to be distributed (excluding loans and/or gifts to my beneficiaries). 2. Add the total amount of all loans and/or gifts, together with accrued interest, if any, to all of my beneficiaries. 3. Divide the total of Line 1 and Line 2 by the total number of my children receiving shares herein. 4. Reduce the amount computed in Line 3 by the amount of the loans and/or gifts, together with accrued interest, if any, to each beneficiary, and the sum remaining shall be the amount to be distributed to the respective beneficiary. I direct that the Trustee make these adjustments through assets passing pursuant to this Trust. 5. It is my intent that each of my children (or in the event of the death of any of my children, that share to which the descendants of said child would otherwise be entitled) be as equal as possible, inclusive of assets received under this Trust and/or from other sources of my estate, and inclusive of loans and/or gifts. All provisions of this Trust are to be construed accordingly, unless a contrary intent is set forth in other provisions of this Trust. 6. Any loans and/or gifts to my grandchildren as noted in the manner set forth hereinabove shall be deemed to be subject to adjustment, as a part of the 11 respective parent's share as provided herein, unless a contrary intent is otherwise noted. 7. Any such adjustments shall be done in conjunction with the distributions from my spouse's Trust, so as to avoid duplications of adjustments. [END OF EXHIBIT] c;\clients\hessi on\exhb.his\SBN-dl b 12