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HomeMy WebLinkAbout03-20-13 J 1505611185 REV-1500 EX(02-11)(FI) PA Department of Revenue OFFICIAL USE ONLY Bureau of Individual Taxes County Code Year File Number PO BOX 280601 INHERITANCE TAX RETURN 21 12 0018 Harrisburg,PA 17128-0601 RESIDENT DECEDENT ENTER DECEDENT INFORMATION BELOW Social Security Number Date of Death MMDDYYYY Date of Birth MMDDYYYY 12192011 01161941 Decedent's Last Name Suffix Decedent's First Name MI ARNOLDI SANDRA B (If Applicable) Enter Surviving Spouse's Information Below Spouse's Last Name Suffix Spouse's First Name MI ARNOLDI THOMAS V Spouse's Social Security Number THIS RETURN MUST BE FILED IN DUPLICATE WITH THE REGISTER OF WILLS FILL IN APPROPRIATE BOXES BELOW ® 1. Original Return 2. Supplemental Return ❑ 3. Remainder Return(Dale of Death Prior to 12-13-82) ❑ 4. Limited Estate ❑ 4a. Future Interest Compromise(date of ❑ 5. Federal Estate Tax Return Required death after 12-12.82) ® 6. Decedent Died Testate 7. Decedent Maintained a Living Trust 8, Total Number of Safe Deposit Boxes (Attach Copy of WII) (Attach Copy of Trust.) ❑ 9. Litigation Proceeds Received ❑ 10.Spousal Poverty Credit(Date of Death ❑ 11. Election to Tax under Sec.9113(A) Between 12-31.91 and 1.1-95) (Attach Schedule 0) CORRESPONDENT- THIS SECTION MUST BE COMPLETED.ALL CORRESPONDENCE AND CONFIDENTIAL TAX INFORMATION SHOULD BE DIRECTED TO: Name Daytime Telephone Number DAVID M . WATTS, JR . c� 717 a,7-534 m m 1 C tEf�OF Wq�p USFO' NL Ti r-- First Line of Address CD cn MCNEES WALLACE & NURICK Second Line of Address PO BOX 1166 u1 City or Post Office State ZIP Code DATEEALED HARRISBURG PA 171081166 Correspondsnt's e-mail address: DWATTS@MWN .COM Under penalties of perjury, I declare that I have examined this namm,including accompanying schedules and statements,and to the beat of my knowledge and belief, it is true,cis and complete.Declaration of preparer other than the personal reprmemative is based on all information of which preparer has any knowledge. SIG F PERSON PO LE FO ING RETURN DATE j ADDRESS 1035 CHELMSFORD DRIVE MECHANICSBURG, PA 17050 SIGNATURE OF PRFPARER OTHER THAN REPRESENTATIVE D TE MCNEES WALLACE & NURICK LLC ADDRESS P. O. BOX 1166 HARRISBURG PA 17108-1166 PLEASE USE ORIGINAL FORM ONLY Side 1 1505611185 01046473.000 1505611185 J 1505611285 REV-1500 EX(FI) E RECAPITULATION 1. Real Estate(Schedule A) . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1 0 . 00 2. Stocks and Bonds(Schedule B). . . . . . . . . . . . . . . . . . . . . . . . . 2. 4151329 - 67 3. Closely Held Corporation,Partnership or Sole-Proprietorship(Schedule C), . . . 3. 231,991 • 25 4. Mortgages and Notes Receivable(Schedule D) . . 4 0 . 00 5. Cash, Bank Deposits and Miscellaneous Personal Property(Schedule E) , , , , , 5. 2,000.00 6. Jointly Owned Property(Schedule F) Separate Billing Requested 0 .00 7. Inter-Vivos Transfers&Miscellaneous N , , , 6.on-Probate Property (Schedule G) 1:1 Separate Billing Requested . . . . 7. 2701603. 33 8. Total Gross Assets(total Lines 1 through 7) , , , , , , , , , 919,924 - 25 9. Funeral Expenses and Administrative Costs(Schedule H). . . . . . . . . . . . . 9. 161031 • 42 10. Debts of Decedent, Mortgage Liabilities,and Liens(Schedule 1) , , , , , . . . . 10. 0 • 00 11. Total Deductions(total Lines 9 and 10), , , , , . . 11 16,031 . 42 12. Net Value of Estate(Line 8 minus Line 11) 12 13. Charitable and Governmental Bequests/Sec 9113 Trusts for which 903,892 . 83 an election to tax has not been made(Schedule J), , , , , 13 0 .00 14. Net Value Subject to Tax(Line 12 minus Line 13) . . 1a. 903,892 .83 TAX CALCULATION -SEE INSTRUCTIONS FOR APPLICABLE RATES 15. Amount of Line 14 taxable at the spousal tax rate,or transfers under Sec.9116 (a)(1.2)X.0_ 903,892 . 83 15. 0 . 00 16. Amount of Line 14 xable at lineal rate X.0 4� 0 . 00 16 0 . 00 17. Amount of Line 14 taxable . at sibling rate X.12 0 . 00 18. Amount of Line 14 taxable 17' 0 . 00 at collateral rate X.15 0 . 00 18. 0 . 00 19. TAX DUE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19. 0 .00 20. FILL IN THE BOX IF YOU ARE REQUESTING A REFUND OF AN OVERPAYMENT Side 2 1505611285 1505611285 OM4646 3.000 ' REV-1560 EX(F4 Page 3 File Number Decedent's Complete Address: 21 12 0018 DECEDENTS NAME STREET ADDRESS 035 CHELMSFQRD DRIVE CUMBERLAND- C17Y STATE ZIP MECHANICSBURG Tax Payments and Credits: 1. Tax Due(Page 2, Line 19) (1) 0 . 00 2, Credits/Payments A. Prior Payments 0 .00 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. Fill in box on Page 2,Line 26 to request a refund. (4) 0.00 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 to: REGISTER OF WILLS, AGENT. PLEASE ANSWER THE FOLLOWING QUESTIONS BY PLACING AN"X"IN THE APPROPRIATE BLOCKS 1. Did decedent make a transfer and: Yes No 1 a. retain the use or income of the property transferred . . . . . . . . . . . . . . . . . . . . . . . . El JAI b. retain the right to designate who shall use the property transferred or its income . . . . . . . . . . ❑ MV JAI c. retain a reversionary interest . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . ❑ d. receive the promise for life of either payments,benefits or care? . . . . . . . . . . . ❑ 2. If death occurred after Dec. 12, 1962,did decedent transfer property within one year of death ❑ without receiving adequate consideration? . . . . . . . . . . . . . . . . . . . . . . . . . . . . . FRI 3. Did decedent own an"in trust for"or payable-upon-death bank account or security at his or her death? . ❑ 4. Did decedent own an individual retirement account,annuity, or other non-probate property,which contains a beneficiary designation? . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . ® ❑ IF THE ANSWER TO ANY OF THE ABOVE QUESTIONS IS YES, YOU MUST COMPLETE SCHEDULE G AND FILE IT AS PART OF THE RETURN. For dates of death on or after July 1, 1994, and before Jan. 1, 1995,the tax rate imposed on the net value of transfers to or for the use of the surviving spouse is 3 percent[72 P-S.§9116(a)(1-1)(1)]. For dates of death on or after Jan. 1, 1995, the tax rate imposed on the net value of transfers to or for the use of the surviving spouse is 0 percent [72 P.S.§9116 (a)(11)(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 172 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. OM4671 2000 li REV-1503 EX.(6-98) SCHEDULE B COMMONWEALTH OF PENNSYLVANIA STOCKS & BONDS INHERITANCE TAX RETURN RESIDENT DECEDENT ESTATE OF FILE NUMBER SANDRA B ARNOLDI 21 12 0018 All property jointly-owned with right of survivorship must be disclosed on Schedule F. ITEM NUMBER DESCRIPTION VALUE AT DATE 1. The following assets were held in decedent's Charles OF DEATH Schwab Account No. 12115080; See attached valuation information: 560 Shares Alcoa Inc. 4,849.60 2 160 Shares Apple Computer Inc. 61,227.20 3 400 Shares Berkshire Hathaway Inc. Class B 29,812.00 4 160 Shares Chevron Corp. 16,067.20 5 250 Shares Ford Motor Co. 2,547.50 6 576 Shares Potash Corporation of Saska 22,435.20 7 Cash 2,654.55 The following assets were held in the decedent's Morgan Stanley Account No. 410-054967-015; See attached asset listing and valuation information: 8 1,004.35 Shares Cash CUSIP: CASH 1,004.35 9 88 Shares Advent Software Inc Com The Nasdaq Stock Market Llc CUSIP: 007974108 2,158.64 10 86 Shares Albemarle Corp Com New York Stock Exchange CUSIP: 012653101 Dividend accrued on 12/19/2011 4,235.93 15.05 Total from continuation schedules 268,322.45 TOTAL (Also enter on line 2,Recapitulation) $ 415,329.67 3W4696 1.000 (If more space is needed,insert additional sheets of the same size) Estate of: SANDRA B ARNOLDI 21 12 0018 Schedule B (Page 2) Item No. Description Value at Dale of Death 11 81 Shares Matson Inc Com New York Stock Exchange CUSIP: 014482103 3,242.43 12 5 Shares Allegheny Corp Del Com New York Stock Exchange CUSIP: 017175100 1,424.78 13 81 Shares American Eagle Outfitters New Com New York Stock Exchange CUSIP: 02553E106 1,173.69 14 101 Shares Atwood Oceanics Inc Com New York Stock Exchange CUSIP: 050095108 3,833.96 15 171 Shares Cabelas Inc Com New York Stock Exchange CUSIP: 126804301 4,213.44 16 144 Shares Corrections Corp Amer New Com New New York Stock Exchange CUSIP: 22025Y407 3,065.04 17 180 Shares Eaton Vance Corp Com Non Vtg New York Stock Exchange CUSIP: 278265103 4,059. 90 18 26 Shares Energizer Hldgs Inc Com New York Stock Exchange CUSIP: 29266R108 1,914.12 19 170 Shares First Industrial Realty Trust Com New York Stock Exchange CUSIP: 32054KI03 1,626.05 20 23 Shares Hasbro Inc Com New York Stock Exchange CUSIP: 418056107 762.80 21 75 Shares Hatteras Finl Corp Com New York Stock Exchange CUSIP: 419028103 2,022.01 Total (Carry forward to main schedule) 27,338.22 Estate of: SANDRA a ARNOLDI 21 12 0018 Schedule H (Page 3) Item No. Description Value at Dale of Death 22 79 Shares Kaman Corp Com The Nasdaq Stock Market Llc CUSIP: 483548103 2,198.99 23 41 Shares Kinder Morgan Management Llc Shs New York Stock Exchange CUSIP: 494550100 3,008.58 24 63 Shares Knoll Inc Com New New York Stock Exchange CUSIP: 498904200 Dividend accrued on 12/19/2011 922. 95 6.30 25 21 Shares Martin Marietta Matls Inc Com New York Stock Exchange CUSIP: 573284106 Dividend accrued on 12/19/2011 1,583.30 8.40 26 302 Shares Mbia Inc Com New York Stock Exchange CUSIP: 552620100 3,536.42 27 267 Shares Micrel Inc Com The Nasdaq Stock Market Llc CUSIP: 594793101 2,708.72 28 145 Shares Montpelier Re Holdings Ltd Shs New York Stock Exchange CUSIP: G62185106 2,428.03 29 26 Shares Newmarket Corp Com New York Stock Exchange CUSIP: 651587107 Dividend accrued on 12/19/2011 4,986.54 19.50 30 92 Shares Nu Skin Enterprises Inc Cl A New York Stock Exchange CUSIP: 67018T105 4,339.18 31 103 Shares Old Dominion Fght Lines Inc Com The Nasdaq Stock Market Llc CUSIP: 679580100 4,038.89 32 36 Shares Owens & Minor Inc New Com New York Stock Exchange CUSIP: 690732102 Dividend accrued on 12/19/2011 999.00 7 20 Total (Carry forward to main schedule) 30,792.00 Estate of: SANDRA B ARNOLD, 21 12 0018 Schedule 8 (Page 4) Item No. Description Value at Dale of Death 33 75 Shares Pricesmart Inc Com The Nasdaq Stock Market Llc CUSIP: 741511109 5,097.38 34 319 Shares Service Corp Intl Com New York Stock Exchange CUSIP: 817565104 3,090.31 35 59 Shares Sturm Ruger & Cc Inc Com New York Stock Exchange CUSIP: 864159108 1,895.67 36 80 Shares Tejon Ranch Cc Com New York Stock Exchange CUSIP: 879080109 1,980.00 37 524 Shares Tenet Healthcare Corp Com New New York Stock Exchange CUSIP: 88033G100 2,360.62 38 160 Shares Tredegar Corp Com New York Stock Exchange CUSIP: 894650100 Dividend accrued on 12/19/2011 3,488.80 7 20 39 87 Shares Udr Inc Com New York Stock Exchange CUSIP: 902653104 2,134.11 40 201 Shares Valueclick Inc Com The Nasdaq Stock Market Llc CUSIP: 92046N102 3,181.33 41 4 Shares White Mtns Ins Group Ltd Com New York Stock Exchange CUSIP: G961BE107 1,701.86 The following assets were held in the decedent's Morgan Stanley Account No. 410-052933-015; See attached asset listing and valuation information: 42 452.87 Shares Cash CUSIP: CASH 452.87 Total (Carry forward to main schedule) 25,390.15 Estate of: SANDRA B ARNOLDI 21 12 0018 Schedule B (Page 5) Item No. Description Value at Dale Death 43 2 Shares Lloyds Banking Group Plc Sponsored Adr New York Stock Exchange CUSIP: 539439109 2.85 44 13,190.229 Shares Pimco Fds Pao Invt Mgmt Ser Total Ret A Mutual Fund (As Quoted By Nasdaq) CUSIP: 693390445 143,905.40 45 21,000 Par Goldman Sachs Cap I Mat: 02/15/2034 6.3459 Financial Times Interactive Data CUSIP: 38143VAA7 Interest accrued to 12/19/2011 17,879.38 458.96 46 21,000 Par Jpmorgan Chase S Cc 7.98 Financial Times Interactive Data CUSIP: 46625HHAI Interest accrued to 12/19/2011 22,329.68 225.81 Total (Carry forward to main schedule) 184,802.08 REV-1504 EX.(69a) SCHEDULE C COMMONWEALTH OF PENNSYLVANIA CLOSELY-HELD CORPORATION, INHERITANCE TAX RETURN PARTNERSHIP OR SOLE-PROPRIETORSHIP ESTATE OF FILE NUMBER SANDRA B ARNOLDI 21120018 Schedule C-1 or C-2(including all supporting Information)must be attached for each closely-held corporation/partnership interest of the decedent,other than a sole-proprietorship.See instructions for the supporting information to be submitted for sole-proprietorships. ITEM NUMBER DESCRIPTION DATE VALUE AT OF DEATH 256 interest in Carlisle Farmers Market, Inc. , a Pennsylvania Corporation 231,991.25 Supporting Documentation, including Schedule C-1, for this interest is being forwarded directly to the Department due to its confidential nature. TOTAL (Also enter on line 3,Recapitulation) $ 231,991.25 3W4697 1.000 Of more space is needed,insert additional sheets of the same size) REV-1508 EX.(11-10) pennsylvania SCHEDULE E DEPARTMENT OF REVENUE CASH INHERITANCE TAX RETURN , BANK DEPOSITS, &MISC. RESDENT DECEENr PERSONAL PROPERTY ESTATE OF SANDRA B ARNOLDI FILE NUMBER:21 12 0018 Inclutle the proceeds of gation antl the date the proceeds were receivetl by the estate. All ro art 'oinll owned with rt ht of survivorahi must be disclosed on Schedule F. ITEM NUMBER VALUE AT DATE DESCRIPTION OF DEATH t 2001 Lexus Estimated by Executor 2,000.00 TOTAL(Also enter on line 5,Recapitulation E 2 000.00 OW48AD 2.000 If more Space is needed,use additional sheets M paper of same Size. REV-1510 EX+(08-09) pennsylvania SCHEDULE G DEPARTMENT OF REVENUE INTER-VIVOS TRANSFERS AND INHERITANCE DECEDENT URN MISC. NON-PROBATE PROPERTY INHERITANCE TAX RE ESTATE OF FILE NUMBER SANDRA H ARNOLDI 21 12 0018 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. V7!75 OF E�Twds .Ois REOTRIOl PROPERTY oECEOERrAw DATE OF DEATH RN.rFFAATrgOIACOPl OF TFE DEED FOR RFPL ESTATE %NT REST EXCLUSION TAXABLE VALUE OF ASSET INTEREST FAppucgeLE VALUE Schwab SEP IRA Account-7031 38,684.80 100.0000 0.00 38,684.80 ary - Thomas Arnoldi 2 Charles Schwab IRA Account No. 2921-5031 92,399.46 100.0000 0.00 92,399.46 Beneficiary - Thomas Arnoldi (spouse) 3 Charles Schwab IRA Account No. 2948-5031 80,041.85 100.0000 0.00 80,041.85 Beneficiary - Thomas Arnoldi (spouse) 4 MetLife Series FA Policy No. 9200983789; Annuity held in decedent's Morgan Stanley account number 410-052933-015 59,477.22 100.0000 0.00 59,477.22 Thomas Arnoldi (spouse) was beneficiary TOTAL(Also enter on line 7,Recapitulation)$ 270 603.33 eWdeAF 2.000 If more space is needed,use additional sheets of paper of the same size. ' REV-1511 E ,(10L9) pennsylvania SCHEDULE H DEPPf(rA£M OF REVENUE FUNERAL EXPENSES AND "1 TMCETMRETURN ADMINISTRATIVE COSTS f£S�DRMDENT ESTATE OF FILE NUMBER SANDRA B ARNOLDZ 21 20 8 Decedent's debts must be reported on Schedule I. ITEM NUMBER DESCRP91ON A. FUNERAL EXPENSES 1 B. ADMINISTRATIVE COSTS: 1. Personal Representative Commissions: AMOUNT Name(s)of Personal Representafive(s) Street Address City State Zip Year(s)Commission Paid: 2. AttomeyFees: McNees Wallace & Nurick LLC (estimated) 15,000.00 3. Family Exemption:(If decedent's address is not the same m claimant's,attach m0anation.) Claimant Street Address City State ZIP Relationship of Claimant to Decedent 4. Probate Fees: 593.50 5. Accountant Fees: 6. Tax Return Preparer Fees: 7. 1 Central Penn Business Journal Legal Advertising 150.00 2 Cumberland Law Journal Legal Advertising 75.00 Total from continuation schedules . . . . . . . . . 212.92 TOTAL(Also enter on Llne 9,Recepi[uladon) $ 16 031.42 9w4snD 2.00D If more space is needed,use additional sheets of paper of the same size. Estate of: SANDRA B ARNOLDI 21 12 OO18 Schedule H Part 7 (Page 2) 3 McNees Wallace & Nurick LLC Costs Advanced as follows: Duplicating $37. 60 Courier service 7.64 Postage 10.33 EVP Valuations 57.35 112.92 4 McNees Wallace & Nurick LLC Reserve for closing costs 100.00 Total (Carry forward to main schedule) 212. 92 REV-1513 EX.(01-10) pennsyivania SCHEDULE J DEPARTAIEWOF REVENUE BENEFICIARIES INHERITANCE TAX RETURN RESIDENT DECEDENT ESTATE OF: SANDRA 3 ARNOLDI FILE NUMBER: 21 12 0018 RELATIONSHIP TO DECEDENT AMOUNT OR SHARE NUMBER NAME AND ADDRESS OF PERSON(S)RECEIVING PROPERTY Do Not List Trustee(s) OF ESTATE I TAXABLE DISTRIBUTIONS(Include outright spousal distributions and transfer:under Sec.9116(a)(1.2).] 1. Thomas V. Arnoldi 1035 Chelmsford Drive Mechanicsburg, PA 17050 Car - $2,000 IRA's/Annuities - $270,603.33 Residue - $631,289.50 * *Per the terms of a family settlement agreement and related disclaimers, 1008 of the estate residue passes outright to the decedent's spouse, Thomas V. Arnoldi. See copies attached of agreement and disclaimers. Surviving Spouse 903,892.83 ENTER DOLLARAMOUNTS FOR DISTRIBUTIONS SHOWN ABOVE ON LINES 15THROUGH 16 OF REV-15M COVER SHEET,AS APPROPRIATE. II NON-TAXABLE DISTRIBUTIONS A.SPOUSAL DISTRIBUTIONS UNDER SECTION 9113 FOR WHICH AN ELECTION TO TAX IS NOT TAKEN: 1. B.CHARITABLE AND GOVERNMENTAL DISTRIBUTIONS: 1. TOTAL OF PART II-ENTER TOTAL NON-TAXABLE DISTRIBUTIONS ONLINE 13 OF REV-1500 COVER SHEET. E 0.00 9W46AI 2.000 If more space is needed,use additional sheets of paper of the same size. ESTATE OF SANDRA B . ARNOLDI NO . 21 - 12 -0018 COPY - LETTERS TESTAMENTARY AND COPY OF WILL REGISTER OF WILLS CERTIFICATE OF CUMBERLAND COUNTY GRANT OF LETTERS PENNSYLVANIA No. 2012- 00018 PA No. 21- 12- 0018 Estate Of: SANDRA BARNOLDI (Fnat,M dale,Gan Late Of: HAMPDEN TOWNSHIP CUMBERLAND COUNTY 0 Deceased Social Security No: 172-32-2428 WHEREAS, on the 5th day of January 2012 an instrument dated May 25th 1995 was admitted to probate as the last will of SANDRA B ARNOLDI Xim,Midit.Wiz late of HAMPDEN TOWNSHIP, CUMBERLAND County, who died on the 19th day of December 2011 and WHEREAS, a true copy of the will as probated is annexed hereto. THEREFORE, I, GLENDA FARNER STRASBAUGH , Register of Wills in and for CUMBERLAND County, in the Commonwealth of Pennsylvania, hereby certify that I have this day granted Letters TESTAMENTARYto: THOMAS V ARNOLDI who has duly qualified as EXECUTOR(RIX) and has agreed to administer the estate according to law, all of which fully appears of record in my office at CUMBERLAND COUNTY COURTHOUSE, CARLISLE, PENNSYLVANIA. IN TESTIMONY WHEREOF, I have hereunto set my hand and affixed the seal of my office on the 5th day of January 2012, alt t 1 �t l tx."�LZ S _fi f �� }_ egister of Wills � eputy **NOTE** ALL NAMES ABOVE APPEAR (FIRST, MIDDLE, LAST) j l WILL �11 OF SANDRA B. ARNOLDI I, SANDRA B. ARNOLDI, currently of Mechanicsburg, .- Pennsylvania, declare this to be my will and hereby revgk6 a1T prior wills and codicils made by me. 1. Personalty. I bequeath such items of my tangible personal property as are specifically itemized on the list, if any, in my handwriting, signed and dated by me at the end thereof, and attached to this, my will, to the persons named thereon to receive such items. I bequeath to my husband, Thomas, all of my remaining tangible personal property not used in business or for the production of income, including without limitation furniture, furnishings, clothing, jewelry, objects of art and decoration, and the like, and any motor vehicles which I own, together with the insurance thereon, if he survives me. If my husband does not survive me, then I bequeath all said property, together with the insurance thereon, to those of my children who survive me. with regard to the property passing hereunder, distribution shall be made among said children on the basis of choices in order determined by lot and rotation, and the values as finally determined for inheritance tax purposes shall be determinative with regard to the values of the property chosen, and any disparity among said children shall be equalled by such payments among them as may be necessary. If any one of said children are not living at the time of my death, the choices to which he or she would have been entitled shall be made by his or her issue in order determined by lot and rotation. 2. Residue. I bequeath, devise, and appoint all the rest of my property, of whatever nature and wherever situated, including property over which I hold a power of appointment, except that I do not exercise any power of appointment given to me by my husband, to the Trustee's hereinafter named, for the following purposes: (a) If my husband, Thomas, survives me, then the Trustees shall establish Trust A hereunder, governed by paragraph 3 below, by allocation thereto, from the property held hereunder, an amount, if any, equal to (i) the minimum amount, after taking into account all deductions other than the marital deduction and applying all credits available, which is necessary as the marital deduction to reduce to the lowest possible amount the federal estate tax payable by reason of my death, less (ii) the value of 1 i i all other assets in my gross estate which qualify for the marital deduction and which pass or have passed to my said husband under other provisions of this will or otherwise. In determining such amount, all assets involved in the calculation shall be valued at final federal estate tax values, but in funding Trust A, date of distribution values shall be used and only assets that qualify for the marital deduction shall be used. I intend that the interest of my husband in Trust A shall qualify for the marital deduction, and any provisions herein which may appear to conflict with or in any way defeat my intention to obtain the marital 1 deduction for the full amount of Trust A shall be construed or applied to accomplish that intention. (b) The remainder of the property passing hereunder (or, if my husband does not survive me, all the property passing hereunder) shall be held as Trust B. (See paragraph 4 below. ) 3. Tryst A. The income and principal of Trust A (if established hereunder) shall be distributed as follows: (a) Income. The Trustees shall pay the net income from Trust A to or for the benefit of my husband, Thomas, for his lifetime, in such installments, but not less frequently than quarterly, as the Trustees may determine. (b) Principal. The Trustees shall pay from time to time from the principal of Trust A to or for the benefit of my husband: (i) such sums as shall in the discretion of the Trustees seem proper for his support, maintenance, and health care or necessary to permit him to maintain a standard of living approximately equal to that maintained by him during my lifetime, taking into account such other sources of income, support and estate that may be available to him, and (ii) such sums, including any or all principal, that my husband may request in writing. (c) After Husband's Lifetime. Upon the death of my husband, Thomas, all the principal then held in Trust A shall be distributed as he may by his will appoint, making specific reference to this Trust A. Except as expressly stated in the preceding sentence, there shall be no restriction, condition or qualification on or to the power to make such appointment and the permissible beneficiaries. The power of appointment shall be exercisable by my husband alone and in all events, and there shall be no power in any person other than my husband to appoint to any other person any part of the property passing under Trust A. To the extent that my husband should fail to exercise effectively his power of appointment over any part of the 2 - II I i property in Trust A, the Trustees shall (except to the extent that my husband expressly directs to the contrary in his last will or in a writing delivered to the Trustees during his lifetime) pay from the unappointed portion of the principal of Trust A: (i) the amount of any additional estate, inheritance or other death taxes imposed on account of the death of my husband by reason of his power of appointment over and other -rights in the unappointed portion of the principal of Trust A (the amount of each such .additional tax to be equal to the excess if any of the tax, including any interest thereon, payable by reason of his death over the amount of such tax which would have been payable if no such tax was payable by reason of his death with respect to the unappointed principal of Trust A) , and (ii) any expenses incurred in the administration of his estate attributed to the determination of such taxes (and the Trustees may accept the written statement of his personal representatives as to the amount of taxes and expenses payable hereunder) , and the remaining balance of the principal held in Trust A at his death shall be added to and considered part of Trust B and shall be administered and distributed under the provisions herein governing Trust B. 4. Trust B. The income and principal of Trust B shall be distributed as follows: (a) Income. The Trustees shall pay the net income from Trust B at least annually to or for the benefit of any or all of my husband and issue in such proportions or amounts as in the discretion of the Trustees seems proper to provide for their support, maintenance, and health care, for the education of my issue, and for the maintenance by my husband of the standard of living maintained by him during my lifetime, taking into account such other sources of income, support and estate that may be available to the beneficiaries. No beneficiary of Trust B shall participate as a co-Trustee in any decision under this subparagraph (a) . (b) Principal. The Trustees shall from time to time pay such sums from the principal of Trust B to or for the benefit of my husband and issue as may in the discretion of the Trustees seem necessary for their support, maintenance and health care, for the maintenance by my husband of the standard of living maintained by him during my lifetime, and for the education of my issue, taking into account such other sources of income, support and estate that may be available to the beneficiary and the needs and resources of all the beneficiaries. Any of the foregoing distributions to or for the benefit of my issue shall be based on _ 3 _ i i i their needs, rather than on a desire to maintain absolute equality of payments among them: My first priority for the income and principal of Trust B taken together is the support, maintenance, and health care of my husband. In determining whether any invasion shall be made for the benefit of my husband from the principal of Trust A or from the principal of Trust B, such invasion shall be made from Trust A as far as practical. No beneficiary of Trust B shall participate as a co-Trustee in any decision under this subparagraph (b) . (c) Additional Principal Distributions. The Trustees may also pay from the principal of Trust B such sums as in the discretion of the Trustees seem proper for the establishment of a child of mine in a business or profession or towards the acquisition or furnishing of a home for a child of mine, taking into account the other resources of the child, the desirability of the transaction, and the reasonably anticipated needs and resources of all the beneficiaries hereunder, provided, however, that the total distributions to or for the benefit of a child of mine under this sentence shall not exceed the reasonably anticipated amount that would be distributable to him or her pursuant to subparagraph (f) below if no distributions were made under this subparagraph (c) ; and each payment to him or her under this subparagraph (c) shall be deemed an advancement to such child (or to his or her issue if he or she is not then living) in making the division of the property held in Trust B pursuant to subparagraph (f) below and shall be charged against his or her or their share. No beneficiary of Trust B shall participate as a co-Trustee in any decision under this subparagraph (c) . (d) Legal, Support obligation. No payment shall be made under subparagraphs (a) , (b) , or (c) above which would discharge to any extent the legal obligation of any person for the support of the recipient of such payment. (e) Husband's Rights of Withdrawal. In addition to the foregoing, during any calendar year my husband shall have the unqualified right in his sole discretion to demand in one or more writings delivered by him to the Trustees that he be paid from the principal of Trust B an amount not in excess of the greater of Five Thousand Dollars ($5,000.00) or five percent (5%) of the aggregate market value of the assets of Trust B as of December 31 of the calendar year during which such demand is made. The right permitted my husband under this subparagraph (e) must be exercised by him as herein provided on or before December 31 of the calendar year to which applicable, and any amount as to which such right is not exercised for any given calendar year shall lapse and shall not accumulate or carry over to any future calendar year. 4 M Distribution Of Trust B. When m y husband is no longer living and no living child of mine is under the age of eighteen (18) years, the principal remaining in Trust B shall be distributed per stirpes to my issue, adjusted for any advancements pursuant to subparagraph (c) above, provided, however, that if any beneficiary under this subparagraph (f) other than a child of mine is then under the age of thirty-five (35) years, his or her share shall be held for him in a separate trust hereunder under the terms of paragraph 6 below., or, if no issue of mine are then living, the same shall be subject to the terms of paragraph 5 below. 5. Alternate Distribution. Any property stated in subparagraph (f) above or paragraph 6(c) below to be held under the terms of this paragraph 5, and any other property held hereunder when no issue of mine are living which is not effectively disposed of elsewhere herein, shall be distributed outright one-half per stirpes to the issue of my parents and one-half per stirpes to the issue of my husband's parents. 6. Separate Trusts. The income and principal of a separate trust in which a share in Trust B is held for a beneficiary pursuant to the terms of paragraph 4 (f) above shall be distributed as follows: (a) Income. The income shall be distributed at least quarterly to or for the benefit of the beneficiary. No payment shall be made under this subparagraph (a) which would discharge to any extent the legal obligation of any person for the support of the beneficiary. 1 (b) Principal. The Trustees shall pay from the principal such sums to or for any or all of the beneficiary and his or her issue as in the discretion of the Trustees seems proper for their support, maintenance, health care, and education, and such sums to or for the benefit of the beneficiary as in the discretion of the Trustees seem proper to help establish him or her in a business or profession or acquire or furnish a home for him or her, taking into account the other sources of income, support and estate that are available to the distributee, the reasonably anticipated needs and resources of the beneficiary and his or her issue, their income and estate tax brackets, the desirability of the transaction (if any) , and the possible application of any generation-skipping tax. No payment shall be made under this subparagraph (b) which would discharge to any extent the legal obligation of any person for the support of the distributes. I - 5 1 I i i i (c) Distribution of Segarate Trust. (i) When such beneficiary shall have attained the age of twenty-five (25) years, the Trustees shall distribute to him or her at written request one-third (1/3) of the remaining principal balance then held in his or her separate trust; when such beneficiary shall have attained the age of thirty (30 years, the Trustees shall distribute to him or her at written request one-half of the remaining principal balance; and when such beneficiary shall have attained the age of thirty-five (35) years, the Trustees shall distribute to him or her at written request the entire balance held in his or her separate trust. (ii) If such beneficiary should die before making proper request for the entire balance in his or her separate trust, then the entire balance in his or her separate trust shall at his or her death be distributed, outright or in trust, in such sums or proportions as such beneficiary may direct in his or her last will, expressly referring to his or her separate trust hereunder, but only among my issue and their spouses or former spouses and persons gifts to whom are then allowable as deductions under Section 2055 of the Internal Revenue Code (or any successor provision) ; and to the extent that such beneficiary shall fail to exercise effectively his or her .limited power of appointment hereunder, the aforementioned balance in his or her separate trust shall then be distributed per stirpes to his or her issue, or, if no such issue survive him or her, per stirpes to the issue of his or her parent who was a child or more remote descendant of mine, or, if no such issue survive him or her, per stirpes to my issue, with the share of any of such issue for whom property is then held in or payable to a separate trust under this paragraph 6 being added to such separate trust, or, if no issue of mine are then living, said balance shall be subject to the provisions of paragraph 5 above.. (d) Disposition Upon Application of Rule Against Perpetuities. If during the lifetime of a person for whom a separate trust under this paragraph 6 was established the interest of such person therein becomes void under the applicable rule against perpetuities, then the balance in such separate trust shall then be distributed outright to such person. 7. Survival Clause. If any beneficiary hereunder should die within sixty (60) days after me or within sixty (60) days after any other person the survival of whom determines his or her rights hereunder, then such beneficiary shall be deemed to have predeceased me or such other person for all purposes hereunder. S. Powers. In addition to such other powers and duties as may be granted elsewhere herein or which may be granted by law, the fiduciaries hereunder shall have the following powers and 6 - l i i duties, without the necessity f notice to or consent b Y y any Court: (a) To retain all or any part of my property, real or personal, in the form in which it may be held at the time of its receipt, including any closely held business in which I have an interest and any stock of any corporate fiduciary hereunder, as long as in the exercise of their discretion it may be advisable so to do, notwithstanding that said property may not be of a character authorized by law, provided, however, that upon written request by my husband, they shall within a reasonable time make productive of income any interest in property (however and whenever acquired) held in Trust A hereunder. (b) To invest and reinvest any funds held hereunder in any property, real or personal, including, but not by way of limitation, bonds, preferred stocks, common stocks, and other securities of domestic or foreign corporations or investment trusts, mortgages or mortgage participations, and common trust funds, even though such property would not be considered appropriate or legal for a fiduciary apart from this provision. (c) To sell, convey, exchange, partition, give options to buy or lease upon, or otherwise dispose of any property, real or personal, at any time held by them, with or without order of court at their option, at public or private sale or otherwise, for cash or other consideration or for such credit terms as they think proper, and upon such terms and for such prices as they may determine, and to convey such property free of all trusts. 1 (d) To borrow money from any person, including any fiduciary hereunder, for any purpose in connection with the administration hereof, to execute promissory notes or other obligations for amounts so borrowed, and to secure the payments of such amounts by mortgages or pledges of any property, real or personal, which may be held hereunder. (e) To make loans, secured or unsecured, in such amounts, upon such terms, at such rates of interest, and to such persons, firms or corporations as they may deem advisable. (f) To renew or extend the time for payment of any obligation, secured or unsecured, payable to or by them, for as long a period ,of time and on such terms, as they may determine, and to adjust, settle and arbitrate claims or demands in favor of or against them. (g) In dividing or distributing any property, real or personal, included herein, to divide or distribute in cash, in kind, or partly in cash and partly in kind. 7 _ 1 i i i (h) To hold, manage, and develop any real estate which may be held by them at any time, to mortgage any such property in such amounts and on such terms as they may deem advisable, to lease any such property for such term or terms, and upon such conditions and rentals as they may deem advisable, whether or not the term of any such lease shall exceed the period permitted by law or the probable period of retention under this instrument; to make repairs, replacements and improvements, structural and otherwise, in connection with any such property, to abandon any such property which they may deem to be worthless or not of sufficient value to warrant keeping or protecting, and to permit any such property to be lost by tax sale or any other proceedings. (i) To employ such brokers, banks, custodians, investment counsel, attorneys, and other agents, and to delegate to them such duties, rights and powers as they may determine, and for such periods as they think fit. (j) To register any securities at any time in their names as fiduciary, or in the names of nominees, with or without indicating the trust character of the securities so registered. (k) With respect to any securities held hereunder, to vote upon any proposition or election at any meeting of the person or entity issuing such securities, and to grant proxies, discretionary or otherwise, to vote at any such meeting; to join or become a party to any reorganization, readjustment, merger, voting trust, consolidation or exchange, and to deposit any such securities with any committee, depository, trustee or otherwise, and to pay out of the trust created herein, any fees, expenses, and assessments incurred in connection therewith; to exercise conversion, subscription or other rights, and to receive or hold any new securities issued as a result of any such reorganization, readjustment, merger, voting trust, consolidation, exchange or exercise of conversion, subscription or other rights and generally to take all action with respect to any such securities as could be taken by the absolute owner thereof. (1) To engage in sales, leases, loans, and other transactions with my estate, the estate of my husband, or any trust established by either of us, even if they are also fiduciaries or beneficiaries thereof. (m) To make all necessary proofs of death under the insurance policies of which they are the beneficiary, to execute any receipts for the proceeds and to institute any action to collect said proceeds and to make adjustments of any claim thereunder, provided, however, that they need not institute any action unless they shall have been indemnified against all expenses and liabilities to which they may become subject as a 8 I i i i result thereof. If, however, they desire to institute such action without indemnification, they are hereby authorized to be reimbursed for all expenses and liabilities incurred as a result thereof from any amounts which may be held in trust hereunder then or thereafter. (n) To exercise all elections which they may have with respect to income, gift, estate, inheritance or other taxes, including without limitation execution of joint income tax returns, election to deduct expenses in computing one tax or another, election to split gifts, and election to pay or to defer payment of any tax, in all events without their being bound to require contribution from any other person. (o) To operate, own, or develop any business or property held hereunder in any form, including without limitation sole proprietorship, limited or general partnership, corporation, association, tenancy in common, condominium, or any other, whether or not they have restricted or no management rights, as they in their discretion think best. 9. Spendthrift Clause. No interest (whether in income or principal, whether or not a remainder interest, and whether vested or contingent) of any beneficiary hereunder shall be subject to anticipation, pledge, assignment, sale or transfer in any manner, nor shall any beneficiary have power in any manner to charge or encumber his or her said interest, nor shall the said interest of any beneficiary be liable or subject in any manner while in the possession of the fiduciaries for any liability of such beneficiary, whether such liability arises from his or her debts, contracts, torts, or other engagements of any type. 10. Facility of Payments for Minors or Incompetents. Any amounts or property which are payable or distributable hereunder I , to a minor or incompetent may, at the discretion of the fiduciaries, be paid to the parent or guardian of such minor or incompetent, to the person with whom such minor or incompetent resides, or directly to such minor or incompetent, or may be applied for the use or benefit of such minor or incompetent. 11. Taxes. I direct that all estate, inheritance, and succession taxes that may be assessed in consequence of my death, of whatever nature and by whatever jurisdiction imposed, other than generation-skipping taxes, shall be paid out of the principal of my general estate to the same effect as if said taxes were expenses of administration, except that any such additional taxes (and interest and penalties thereon) imposed on account of my interest in or power over any trust established by my husband shall be paid out of the property held in such trust, and all other property includable in my taxable estate for federal or state tax purposes, whether or not passing under this 9 - j i will, shall be free and clear thereof; provided, however, that my executors may in the discretion of the executors request that any portion or all of said taxes (to be paid out of the principal of my general estate) shall instead be paid out of the principal of any trust established by me in this will or otherwise, to the extent expressly authorized under the terms of said trust. With the consent of the Trustees hereunder, said taxes may be paid out of the principal of Trust B hereunder as if said taxes were expenses of administration thereof, provided, however, that no such taxes shall be paid out of Trust A hereunder or out of assets, such as payments received from a qualified pension or profit-sharing plan, that are not includable in my federal gross estate. 12. Fiduciaries. I appoint as executor hereunder my husband, Thomas V. Arnoldi. If he should be unable or unwilling to serve or to complete the administration of my estate, then my brother, James C. Bartoli, shall serve in his place. If James C. Bartoli is unable or unwilling to serve as executor, then my sister, Maria A. Bartoli, shall serve as executor. I appoint as Trustees hereunder my husband, Thomas V. Arnoldi, and my brother, James C. Bartoli. If my husband should be unable or unwilling to serve or to complete the administration of any trust hereunder, then James C. Bartoli shall serve alone. Under no circumstances shall my husband serve as sole Trustee hereunder. If James C. Bartoli is unable or unwilling to serve as Trustee hereunder, then my sister, Maria A. Bartoli, shall serve as Trustee. No individual fiduciary shall be liable for the acts, omissions or defaults of any agent appointed and retained with due care or of any co-fiduciary. No fiduciary shall be required to furnish bond or other security for the proper performance of duties hereunder. IN WITNESS WHEREOF, I, SANDRA B. ARNOLDI, herewith set my hand to this, my last will, typewritten on eleven (11) sheets of paper including the self-proving attestation clause and signatures of witnesses, this .7 day of _J , 1995. n (SEAL) SANDRA B. ARNOLDI Witnessed: � F)_% Tq\ residing at ' .a l� X ✓'�' residing at _ l ttrL/� VC residing at il1l�� 10 COMMONWEALTH OF PENNSYLVANIA . SS: COUNTY OF DAUPHIN ,`l 9 JJ SANDRA B. ARNOLDI, (the testatr/ix) , ,(J1'la iiltR 74 . UGtLCGE Ev , and ''fit. ti. (the tnesses) , whose names are signed to the foregoing instrument, being first duly sworn, each hereby declares to the undersigned authority that the testatrix signed and executed the instrument as her last will in the presence of the witnesses and that she had signed willingly, and that she executed it as her free and voluntary act for the purposes therein expressed, and that each of the witnesses, in the presence and hearing of the testatrix, signed the will as witness and that to the best of his or her knowledge the testatrix was at that time eighteen years of age or older, of sound mind and under no constraint or undue influence. WITNESS: TESTATRIX: SANDRA B. ARNOLDI WITNESS: WITNESS: Subscribed, sworn to and acknowledged before me by SANDRA B. ARNOLDI, c,the �ftestatrix, and subscribed and sworn to before me by �11�tstL� JAL. �t1IL � �}#• rt lfG�[ tit OPiL , and Lam/<t�tew� , the witnesses, this '�S!'ti day of 1995. �.•._ fLttL.,tGf,� N ary PubliAf NOTARfAL SEAL JUDY A BDMGARDNER,Notary Public (SEAL) Harrisburg,PA Dauphin Cou My Comrtpssion Expires Feb.23,1ruy 995 i i ESTATE OF SANDRA B . ARNOLDI NO . 21 - 12 -0018 COPY - CHARLES SCHWAB ACCOUNT INFORMATION nN - y uy1 ,� a c r'►.. a`' Mo • r�j :r It s ° M 1 n W W O O O A N Y H 1 u � VI W V Q� W 00 N N N N N V N N O ~ " y Nr) W a g 1 ? x N b u T r n N 'V 'S g CD r X i z m Y n O A n ro y n m z n y m 9 N C 0 n m m 9 C R y A n o s $ t !D o�y y # .. D t7 7 n V1 S° O O z O n 4 o * oa m C 3n m Y 1 o It Ul ry o �II N O 3 ° uPi VI N r y `+ to A 0 P O P P Y1 /w y P O O b b o yi w � Y� n ° c It 02 CD PQ Ot L In T P G H O W n N N W V P 0 • n (10� y^♦ O C It n. O 2 W f = 1 H 1 44 • Y H .J T N Y N 1R C d. • N N O M W A a r M M {Vn V N o O O O O o O {III OA •T , Lo N S� LOO/Loop xvd 06: LL slozislieo i ESTATE OF SANDRA B . ARNOLDI NO . 21 - 12 -0018 COPY - MORGAN STANLEY ACCOUNT 410 - 054967 Estate valuation Date of Death: 12/19/2011 Estate of: Estate of Sandra Arnoldi Valuation Date: 12/19/2011 Processing Date: 12/26/2012 Account: ML Account No. 410-054967-015 Report Type: Date of Death Number of Securities: 34 File ID: Arnoldi - ML 4054967 Shares Security Mean and/or Div and Int Security or Par Description High/Ask Low/Bid Adjustments Accruals Value 1) 1004.35 Cash (CASH) 1,004.35 2) 88 ADVENT SOFTWARE INC (007974108; ADVS) CON The NASDAQ Stock Market LLC 12/19/2011 24.83000 24.23000 H/L 24.530000 2,158.64 3) 86 ALBEMARLE CORP (012653101; ALB) COM New York Stock Exchange 12/19/2011 50.69000 47.82000 H/L Div: 0.175 Ex: 12/13/2011 Rec: 12/15/2011 Pay: 01/01/2012 99255000 15.05 4,235.93 4) 81 MATSON INC (014482103; ALEX) COM New York Stock Exchange 12/19/2011 41.00000 39.06000 H/L 40.030000 3,242.43 5) 5 ALLEGHANY CORP DEL (017175100; Y) COM New York Stock Exchange 12/19/2011 287.00000 282.91000 H/L 284.955000 1,424.78 6) 81 AMERICAN EAGLE OUTFITTERS NEW (02553E106; RED) COM New York Stock Exchange 12/19/2011 14.57990 14.18000 H/L Div: 0.110000 Ex: 12/19/2011 Rec: 12/21/2011 Pay: 01/06/2012 + 10.110000 14.489950 1,173.69 7) 101 ATWOOD OCEANICS INC (050095108; ATW) COM New York Stock Exchange 12/19/2011 38.84000 37.08000 H/L 37.960000 3,833.96 8) 171 CABELAS INC (126804301; CAB) COM New York Stock Exchange 12/19/2011 25.09000 24.19000 H/L 24.640000 4,213.44 9) 144 CORRECTIONS CORP AMER NEW (22025Y407; CXW) COM NEW New York Stock Exchange 12/19/2011 21.78000 20.79000 H/L 21.285000 3,065.04 10) 180 EATON VANCE CORP (278265103; EV) DOM NON VTG New York Stock Exchange 12/19/2011 22.98000 22.13000 H/L 22.555000 4,059.90 11) 26 ENERGIZER HLDGS INC (292668108; ENR) COM New York Stock Exchange 12/19/2011 74.51000 72.73000 H/L 73.620000 1,914.12 12) 170 FIRST INDUSTRIAL REALTY TRUST (32054K103; FR) COM New York Stock Exchange 12/19/2011 9.78000 9.35000 H/L 9.565000 1,626.05 Page 1 This report was produced with EstateVal, a product of Estate Valuations 6 Pricing Systems, Inc. If you have questions, Please contact EVP Systems at (818) 313-6300 or www.evpsys.com. (Revision 7.2.0) Date of Death: 12/19/2011 Estate of: Estate of Sandra Arnoldi Valuation Date: 12/19/2011 Account: ML Account No. 410-054967-015 Processing Date: 12/26/2012 Report Type: Date of Death Number of Securities: 34 File ID: Arnoldi - ML #054967 Shares Security Mean and/or Div and Int Security or Par Description High/Ask Low/Bid Adjustments Accruals Value 13) 23 HASBRO INC (418056107; HAS) COM New York Stock Exchange 12/19/2011 33.65000 32.68000 H/L 33.165000 762.80 14) 75 HATTERAS FINL CORP (41902R103; HIS) COM New York Stock Exchange 12/19/2011 27,10000 26.82020 H/L 26.960100 2,022.01 15) 79 KAMAN CORP (483548103; KAMN) COM The NASDAQ Stock Market LLC 12/19/2011 28.38000 27.29070 H/L 27.835350 2,198.99 16) 41 KINDER MORGAN MANAGEMENT LLC (49455U100; KMR) SHS New York Stock Exchange 12/19/2011 73.89000 72.87000 H/L 73.380000 3,006.58 17) 63 KNOLL INC (498904200; KNL) COM NEW New York Stock Exchange 12/19/2011 15.05000 14.25000 H/L Div: 0.1 Ex: 12/13/2011 Rec: 12/15/2011 Pay: 12/30/2011 14.650000 6.30 922.95 18) 21 MARTIN MARIETTA MAILS INC (573284106; MLM) COM New York Stock Exchange 12/19/2011 77.29000 73.50000 H/L Div: 0.4 Ex: 11/29/2011 Rec: 12/01/2011 Pay: 12/30/2011 75.395000 8.90 1,583.30 19) 302 MBIA INC (552620100; MBI) COM New York Stock Exchange 12/19/2011 11.92000 11.50000 H/L 11.710000 3,536.42 20) 267 MICHEL INC (594793101; MCRL) CON The NASDAQ Stock Market LLC 12/19/2011 10.32000 9.97000 H/L 10.145000 2,708.72 21) 145 MONTPELIER RE HOLDINGS LTD (G62185106; MAE) SHS New York Stock Exchange 12/19/2011 17.02000 16.47000 H/L 16.745000 2,428.03 22) 26 NEWMARKET CORP (651587107; NEU) COM New York Stock Exchange 12/19/2011 195.71000 187,87000 H/L Div: 0.75 Ex: 12/13/2011 Rec: 12/15/2011 Pay: 01/01/2012 191.790000 19.50 4,986.54 23) 92 NU SKIN ENTERPRISES INC (670187105; NUS) CL A New York Stock Exchange 12/19/2011 47.88000 46.45000 H/L 47.165000 4,339.18 Page 2 This report was produced with EatateVal, a product of Estate Valuations 6 Pricing Systems, Inc. If you have questions, please contact EVP Systems at (818) 313-6300 or www.evpsys.com. (Revision 7.2.0) I I Date of Death: 12/19/2011 Valuation Date: 12/19/2011 Estate of: Estate of Sandra Arnoldi Processing Date: 12/26/2012 Account: ML Account No. 410-054967-015 Report Type: Date of Death Number of Securities: 34 File ID: Arnoldi - ML #054967 Shares Security Mean and/or Div and Int Security or Par Description High/Ask Low/Bid Adjustments Accruals Value 24) 103 OLD DOMINION POST LINES INC (679580100; ODFL) COM The NASDAQ Stock Market LLC 12/19/2011 40.06500 38.36000 H/L 39.212500 4,038.89 25) 36 OWENS S MINOR INC NEW (690732102; OMI) COM New York Stock Exchange 12/19/2011 28.01000 27.49000 H/L Div: 0.2 Ex: 12/13/2011 Rec: 12/15/2011 Pay: 12/30/2011 27.750000 7.20 999.00 26) 75 PRICESMART INC (741511109; PSMT) COM The NASDAQ Stock Market LLC . 12/19/2011 68.67000 67.26000 H/L 67.965000 5,097.36 27) 319 SERVICE CORP INTL (817565104; SCI) COM New York Stock Exchange 12/19/2011 9.83500 9.54000 H/L 9.687500 3,090.31 28) 59 STURM ROGER 6 CO INC (864159108; RGR) COM New York Stock Exchange 12/19/2011 33.05000 31.21000 H/L 32.130000 1,895.67 29) 80 TEJON RANCH CO (879060109; TRC) COM New York Stock Exchange 12/19/2011 25.24000 24.26000 H/L 24.750000 11980.00 30) 524 TENET HEALTHCARE CORP (88033G1007 THC) COM NEW New York Stock Exchange 12/19/2011 4.59000 4.42000 H/L 4.505000 2,360.62 31) 160 TREDEGAR CORP (894650100; TG) COM New York Stock Exchange 12/19/2011 22.43000 21.18000 H/L Div: 0.045 Ex: 12/14/2011 Rec: 12/16/2011 Pay: 01/01/2012 21.805000 7.20 3,488.80 32) 87 UDR INC (902653104; UDR) COM New York Stock Exchange 12/19/2011 24.75000 24.31000 H/L 24.530000 2,134.11 33) 201 VALUECLICK INC (92046N102; VOLK) COM The NASDAQ Stock Market LLC 112/19/2011 16.11000 15.54500 H/L 15.827500 3,181.33 34) 4 WHITE MTNS INS GROUP LTD (G961BE107; WTM) COM New York Stock Exchange 12/19/2011 430.86000 420.07000 H/L 425.465000 1,701.86 Total Value: Total Accrual: $90,417.82 Total: $90,481.47 $63.65 Page 3 This report was produced with EstateVal, a product of Estate Valuations s Pricing Systems, Inc. If you have questions, Please contact EVP Systems at (818) 313-6300 or www.evpsys.com. (Revision 7.2.0) ExcelPrint Page I if 2 Sandra B Anioldi Home: TIER:Reserved Select ACCT:410.54967-15 Fiduciary Services 1035 CHELMSFORD DRIVE Mobile: Sweep Fund BOPS MECHANICSBURG PA 17050.2192 Business: Account Totals: Account Value($) Chg.($)i Cash,MMF& Dep.($), Priced Securities(ill), Cost($) G/ $) Fiduciary Services 410• 054967-015 89,072.79' -1,34115 1,004,35 88,088.44., 76,752.871 +11,33 .57 CASH,MMF AND DEPOSITS t[{ Symbol Name � Market Value Chg.($)' MTDmL1 YTO Int, Paid! YTD Tax{ APY� 11. ($) Accrued, 1 Withheld; ,Bank Deposit Program• 095' BOPS MORGAN STANLEY BANK N.A. 1,004,35! - 0.041 2.7611 a00; Sub-total,Cash,MMF and Bank Deposits 1,004,35; - 0.041 2,761 0.001 0.05 Link to Unrealized G&L a StocktOptions � S&curity Descriptlon 1 Market Value($) , Cost information($) % l Trade Symbol Oty Name Total Chg.($) Total mod$) Accou t } ADVS H8.00 ADVENT SOFTWARE INC 2,137.52 +8.80 1.942.50 +195.02{ 2.4 ALB 86.00 ALBEMARLE CORPORATION 4,128.86 -194.90, 4.658,77 +70.09) 4.6 ALEX 81.00 ALEXANDER&BALDWIN INC 3,175.20 -11140! 2,933,4$ +341.72' 3-5 { 1' 5.00 ALLEGHANY CP DELAWARE 1,420.65 -12.05! 1,491.00 -70,35 1.5 AEO i 8190 AMERICAN EAGLE OUTFITTERS 1,151.82 -29,97'. 890.67 +261t5� 1. i AT+ 101,00 ATWOOD OCEANICS INC 3,758.21 -10302j ,9z 89.47 +769.74, 4.2 1 CAB 171.00 CABELA'S INC 4,157,01 -44.461 1097.58 +1,059.4511 4.6 CAW 144.00 CORRECT 10NS CORP OF AMER 1 3,002.40 -89.295 3,307.21 -304.81 3.37 t 1=V I 180,00 EATON VANCE CP 3,999.60 -9720' 4,7523 -752181 4.49 t ,€NR 2640 ENERGIZER HLDGS INC 1,893.84 -36.14; 1,02.51 +4L33� 2A3 170,00 FIRST INDUST REALTY TR INC 1,594.60 -22.101 1.263.72 +330.98( 1.79 j } 6 IIL. 2340 HASBROINC 1 753.94 -28,52 1.013,10 -259.161 0.851 i , HTS 75.00 HATT R S FINL CORP DO M 2,020.50 -4,50 2,213.19 -192.69 2,27 KAMN 7940 KAMAN CORP CL A 2,164.60 15,01`` 2,757.28 -592,66 2,431 KMR 41.00 KINDER MOR AN MGMT LLG 3,02415 +43.05` 2'466'87 +557.29 139 63.00 KNOLL INC 900,27 -11.34( 970.58 -70.31' 1.01 MLL j 21.00 MARTIN MARIETTA MATERIALS 1,550.85 -12.391 1,571.64 -20.79 1,74 1 BI 302.00 MBIA INC 3,47642 -105,70 3,173.67 +30235 3.90 r - i 6 CRL 267.00 MICREL INC 2,661.99 -21,36 2.661,44 +0.551 2,99 RH 145.00 MONTPELIER RE HLDGS LTD 2,391.05 -53.65:. 2,474.86 -83.81 2.68) http://ideas.msdWiS.COM/Secure/PositionsTUI/PositionsExcel.aspx 12/19/2011 ExcelPrint Page 2 f 2 NEU 26.00 NEWMARKET CORP IHLDG COI 1 4,904.38 -36.14',. 7.2 +1,787.14 5501 y I NUS 92.00 NU SKIN ENTERPRISE INCA 4,275.24 -77.26+ 3.341.48 +933.76, 480 ( 1 OOFL 103.00 OLD DOMINION FREIGHT LINE 3,962.41 -63.861 2,663, +1,299.14!. 4 5 OMII 36.00 OWENS&MINOR INC NEW I 992.16 -13.321 1,060.24 -68.081 1.11 PSMT 75.00 PRICESMART INC � 5,076.00 +81751 2248.12 +2,829.881 5. 0 SSci 319.00 SERVICE CORP INTL jjj 3,059.21 -3.19{ 72 26.86 +332.35f 3. 3I RRGH 59.00 STURM RUDER&CO � 1,850.24 -71.3914 %&,05 +1,045,19 2. 8 k 1RC 80.00 TEJON RANCH CO 1,949.60 -39.20 1.867.54 +82.06 2. 9 THC 524,06 TENET HEALTHCARE_CORP 1 2,316.68 0.06 2.356.82 -40.741 2. 0 TG 160.00 TREQEGAR CORPORATION 3,400.00 -96.00 2978.00 +422.001 3. { � 87.00 UDR INC CO M i 2,118.45 -20.8$ 1812.11 +306.34] 2. i VCLK 201.00 VALUE CLICK INC 31131.58 -52.26 72. 62.20 +369.38!4 3.5 WTM 4.00 WHITE MOURN GRP BERMUDA 1,690.00 -18.24 1.235.04 +454.961 1.9 Total Stock and Options f 88,088.44 -1,343.15 76,752.87 +11,335,571 98.8 Account Totals: Account Value($)' Chg.($)'. Cash,MMF&5eP.($)' Priced Securities($)'] cost($} GIB( Fiduciary Services 410• -054967015 89,092.79. .1,343.15. 1,004.35; 88,088.44 75,752.071 +11,335.5 An M in the Quantity column Indicates a positron eligible to serve as collateral for a margin loan.An S in the Quantity column indicates a short position. Current prices are available for Stocks and Options only.All other current pricing reflects the most recently avaitabfe price for that security.For example,Mutual - Fund current prices are the most recent business day's Not Asset Value. - Between 9:30 AM and 9:30 PM,EST,the change In market value for each position is measured against the previous day's close.After 9:30 PM,EST,the the In the market value reflects a change in the price of the security,as of that days close. Unless otherwise Indicated,this Information Is not intended to be a substitute for the offidal account statements that You receive from Us.This Information Is approximate and subject to adjustment,updating and correction and is for illustrative and general reference purposes only. We are not responsible for any clerical,computational or other inaccuracies,errors or omissions. We obtain market values and other data from various standard quotation services and other sources, Which We believe to be reliable.However, We do not warrant or guarantea the accuracy or completeness of any such Information. The values that You actually receive in the market for any Investment maybe higheror lower than the values reflected herein.To the extent there am any disompancles between You official account statement and this Information, You should rely on the official account statement. This Information should not be considered as the sole basis for any investment decision. Page-Re tnevsd On l2l19120ti4:18 PM EST http://ideas.msdwis.com/Secure/PositionsTUYPositionsExcel.aspx 12119120111 I i ' Account Information System Output for FONDA MARKLEY A 410 054967 015 2 12/16/11 1 SANDRA B ARNOLDI DOB 01/16/41 SEL HOME (717) 732-7785 TOT FOR ACCT CSH SWP=AAA/BDPS TYP CASH AAA ACCESSO REV SUMMARY 939=DEC10/NOV11 869=JAN11/NOV11 70=NOV11 1 T.D. CASH SAL 0. 00 CR 5 MKT VAL LONG POSITIONS 89, 431. 00 CR 2 S.D. CASH SAL 0. 00 CR 6 MKT VAL LONG OPTIONS 3 CSH AVAILABLE 0.00 CR 7 MKT VAL SHORT POSITIONS 0 .00 CR 4 MTHLY ACC INC 0. 00 CR 8 MKT VAL SHORT OPTIONS 0.00 CR 0.00 CR 9 MNY MKT SAL BDPS 1, 004 CR VAL BELOW FOR PRICED POSIT ONLY 10 MKT VAL CUSTODIAL POSIT 0 CR 11 TOTAL PENDING DB/CR 0 CR ACCT VAL Y.E. 12/10 91, 136CR 12 TD ACCT VL(1+5+6+9+10-7-8) 90, 435 CR ACCT VAL M.E. 11/11 13 TO LONG HOLDGS VAL(5+6+10) 91,291CR 14 TD 89,431 CR PROJTD CASH JAN/MAR 331+ INVESTABLE FUNDS (1+9-4) 1, 004 CR PERCENT INVESTED (13/12) 96 12/15 BOT -- RECAP OF RECENT ACTIVITIES -- 14 BANK DEPOSIT PROGRAM 1. 00 14 ,72DB 12/14 DIVQ NU SKIN ENTERPRISE INC A 12/02 DOT 25 BANK DEPOSIT PROGRAM 14. 72CR 12/01 DIVQ ALEXANDER & BALDWIN INC 1. 00 25.52DB 11/29 SOT 8 BANK DEPOSIT PROGRAM 25.52CR 11/29 SOT 0 BANK DEPOSIT PROGRAM 1. 00 8 .32DB 1. 00 0 .12DB A 410 054967 015 3 12/16/11 2 SANDRA B ARNOLDI ASSET ALLOCATION FOR MS POSITIONS CASH + MMKT = 1% EQUITIES = 99% BONDS = 0%' OTHER 0% C.CUSTODIAL POSITIONS DATE ISSDT QTY/YLD SYMBL MGN PLAN NR DIV RE PRICE VALUE POLICYD# 12/16 1, 004. 350 BANK DEPOSIT PROGRAM 1. 00 1, 004.35 O.Cash POS 1 OF 33 12/02/11 0. 00 T/D 0 . 00 S/D 89,431 .00 MKT 0. 00 CSH SECURITY RTG PRICE UNITS MKT VALUE SYMBOL WHITE MOUNTAIN GRP BERMUDA N/0 427. 06 4 .000 UDR INC COM N10 24 .59 1708 WTM 3* MICREL INC 10. 05 267.000 2683# MCRL.87 .000 2139# UDR OLD DOMINION FREIGHT LINE 0 39. 09 103000 MARTIN MARIETTA MATERIALS 3* 4026 ODFL ALBEMARLE CORPORATION * 74 .44 21.000 1563# MLM ADVENT SOFTWARE INC 3 50. 16 86 .000 43134 ALB OWENS & MINOR INC NEW 3* 88. 000 2128 ADVS +3** 27. 93 36 .000 1005# OMI Morgan Stanley Confidential Data-not an official statement Pagel of 2 Monday,December 19,2011 4:15 pm i I Account Information System Output for FONDA MARKLEY A 410 054967 015 4 12/16/11 3 SANDRA B ARNOLDI O.Cash SECURITY 9 OF 33 12/02/11 SECURITY RTG PRICE UNITS MKT VALUE SYMBOL MONTPELIER RE HLDGS LTD N/0 16 .86 145. 000 2444# MRH TENET HEALTHCARE CORP +E 4 .42 524. 000 2316# THC FIRST INDUST REALTY TR INC 3* 9.51 170.000 1616# FR NU SKIN ENTERPRISE INC A N/0 47.31 92 . 000 4352# NUS PRICESMART INC N/O 66 .59 75.000 4994 PSMT NEWMARKET CORP (HLDG CO) N/O 190.02 26 .000 4940# NEU CABELA'S INC 3* 24 .57 171. 000 4201 CAB AMERICAN EAGLE OUTFITTERS NEW +E 14 .59 81. 000 1181# AEO ENERGIZER HLDGS INC 26 . 000 1929 ENR VALUE CLICK INC 4* 15. 84 201. 000 3183 VCLK HATTERAS FINL CORP COM E 27. 00 75.000 2025# HTS KINDER MORGAN MGMT LLC N/0 72.71 41. 000 2981# KMR CORRECTIONS CORP OF AMER NEW N/O 21.47 144 . 000 3091# CXW KNOLL INC 3* 14 .47 63 . 000 911 KNL ALEXANDER & BALDWIN INC N/O 40 .60 81 . 000 3288# ALEX ALLEGHANY CP DELAWARE N/0 286 .54 51000 1432# Y A 410 054967 015 END 12/16/11 4 SANDRA B ARNOLDI O.Cash POS 25 OF 33 12/02/11 SECURITY RTG PRICE UNITS MKT VALUE SYMBOL ATWOOD OCEANICS INC -U 38 .23 101.000 3861 ATW EATON VANCE CP 3* 22. 76 180 .000 4096# EV HASBRO INC 4* 34 .02 23 . 000 782# HAS KAMAN CORP CL A N/0 27.59 79.000 2179# KAMN MBIA INC 1* 11. 86 302 . 000 3581# MBI SERVICE CORP INTL N/O 9.60 319.000 3062# SCI STURM RUGER & CO N/0 32. 57 59.000 1921# RGR TEJON RANCH CO N/0 24.86 80. 000 1988# TRC TREDEGAR CORPORATION N/O 21. 85 160. 000 3496# TG Morgan Stanley Confidential Data-not an official statement Monday,December 19,2011 Page 2 of 2 4:15 pm i i ESTATE OF SANDRA B . ARNOLDI NO . 21 - 12 -0018 COPY - MORGAN STANLEY ACCOUNT 410 - 052933 Estate Valuation Date of Death: 12/19/2011 Estate of: Estate of Sandra Arnoldi Valuation Date: 12/19/2011 Account: Merrill Lynch Account No. 410-052933-015 Processing Date: 12/26/2012 Report Type: Date of Death Number of Securities: 5 File ID: arnoldi - ML 052933 Shares Security Mean and/or Div and Int Security or Par Description High/Ask Low/Bid Adjustments Accruals Value 1) 452.87 Cash (CASH) 452.87 2) 2 LLOYDS BANKING GROUP PLC (539439109; LYG) SPONSORED ADR New York Stock Exchange 12/19/2011 1.47000 1.38000 H/L 1.425000 2.85 3) 13190.229 PIMCO FDS PAC INVT MGMT SER (693390445; PTTAX) TOTAL RET A Mutual Fund (as quoted by NASDAQ) 12/19/2011 10.91000 Mkt 10.910000 143,905.40 4) 21000 GOLDMAN SACHS CAP I (38143VAA7) Financial Times Interactive Data DID: 02/20/2004 Mat: 02/15/2034 6.3459 12/19/2011 85.13990 Mkt Int: 08/15/2011 [0 12/19/2011 85.139900 458.96 17,879.38 5) 21000 JPMORGAN CHASE 6 CO (46625HHA1) Financial Times Interactive Data DID: 04/23/2008 7.9% 12/19/2011 106.46460 106.19900 A/B Int: 10/31/2011 to 12/19/2011 106.331800 225.81 22,329.68 Total Value: $189,570.18 Total Accrual: $684.77 Total: $185,254.95 Page 1 This report was produced with EstateVal, a product of Estate Valuations 6 Pricing Systems, Inc. If you have questions, please contact EVP Systems at (818) 313-6300 or www.evpsys.com. (Revision 7.2.0) ExcelPriw Page I ( f 2 Sandra B Amoldil Home: TIER:Reserved Select ACCT;410-62933-15 AAA 1035 CHELMSFORD DRIVE Mobile: Sweep Fund SDPS MECHANICSBURG PA 17050-2192 Business: Account Totals: Account Value($)l Chg.($)i Cash,MMF&Dep.($)! Priced Securifies($) Cost($)! 2Ll$) AAA 410-052933-015 244,107.20 +263.56 462,871 243,654.33, 174,996.901 +9'180 1 CASH,MMF AND DEPOSITS iSymbol Name Market value Chg.($) MTD nt. YTD Int.Paid! YTD Tax APY % f ($). Accrued Withheld Accou I Bank Deposit Program* z U.UZ BDPS MORGAN STANLEY BANK N.A. 452.87 J 0.01 0.45! 0.00 0. 5 Sub-total,Cssh,MMF and Bank Deposits 452.81 0.01 0.461 0100 0.02 0. 5 'u 0 0 f Link to Unrealized G& Stock/Options Security Description Market Value($) Cost Information($) Trade Symbol Oty Name Total Chg.($)! Total GILM 0.0 f! Accou t LYG 2.00 M LLOYDS BANKING GROUP PLC 2,76 -024' 2M -723 a. Total Stock and Options 276 '0.24 9.99 -7,231 0. Mutual Funds Security Description Market Valuem Cost Information($) % NetValuef Trade Symbol Qty Name Total Chg.($) Total Cost GIL($]i Increase Accou t (DecressmR PTT AX 13,190.229 PIMCO JZ61-RETURN 1�'M.50 +263.801140.614,43 +3,162,07 +22,07150;' 77.8 i Total Mutual Funds 143,773.50 +263.80 140,611.43 +3,162.07 +22,073.501 77.8 0 0 Acc 7 0 7 7 UB 8 J'Corpo,��aFjxed Income Ratings Security Description Market Value($) Cost Information($) Maturity Dint. Trade Symbol qty, iMoody S&P Name Date call! Unit Total Total G/L($) Call Date Pr, Accou GOLDMAN SACHS TCW50 21,000.00 M A3 BB+ICAPITAL I(38143VAA7) 02/15/2034 6.345 86,163 18,094.23i 15,336.25 +2,75&981 19.8 IJPUQF30AN CHASE 7*2n 12/1W061 7 TE364 21,000.00 JBAAI BEIB,FIXED DlV4P=18 FLOATS 04130/2018 c 1 Uowo 106.222 22,306.62 19�040M +3.266�39 12.0 ,THEREAFTER(46625HHA1) ITotals 42,00040 40,400.85 34,375.48 +6.0261.37' 21.6 Annuities/insurance Name Net Invested Premium($)!Fund Name Fixed Rate, Market Value($ METLIFE SERIES FA Policy#:9200983789 Issue:12111/2008 51,000.0013 YR RNWL BULLET 3215 59,477.2 As of:12/14/2011 Carder:METLIFE Totals Annuities —69,477.-1 jAccount otars: Account Value($) Chg.($), Cash,MMF&Dep.($)" Priced Securlifies($) ($ GIL IAAA410-052933-015 244,107.20 +26156 452.87! 243,654131 174,996,901 +9:1802 An M In the Quantity column indicates a position eligible to serve as collateral for a margin loan.An S In the Quantity column Indicates a short posidom Mutual Funds are typically priced daily. The price provided is the previous business day's price. http://ideas,msdwis.com/Secure/PositionsTUI/PositionsExcel.a,spx 12/19/2011 Account Information System Output for FONDA MARKLEY A 410 052933 015 2 12/16/11 1 SANDRA B ARNOLDI DOB 01/16141 SEL HOME (717) 732-7785 TOT FOR ACCT CSH+MGN SWP=AAA/BDPS TYP MARGIN AAA TEFRA=O REV SUMMARY 384=DEC10/NOVll 384=JAN11/NOVll 29=NOV11 1 T.D. CASH BAL 0.00 CR 5 MKT VAL LONG POSITIONS 40,403.00 CR 2 S.D. CASH BAL 0.00 CR 6 MKT VAL LONG OPTIONS 0.00 CR 3 CSH AVAILABLE 92, 700.65 CR 7 MKT VAL SHORT POSITIONS 0.00 CR 4 MTHLY ACC INC 0.00 CR 8 MKT VAL SHORT OPTIONS 0, 00 CR 9 MNY MKT BAL BDPS 452 CR VAL BELOW FOR PRICED POSIT ONLY 10 MKT VAL CUSTODIAL POSIT 203,250 CR 11 TOTAL PENDING DB/CR 0 CR ACCT VAL Y.E. 12/10 238,431CR 12 TD ACCT VL(1+5+6+9+10-7-8) 244, 107 CR ACCT VAL M.E. 11/11 241,772CR 13 TD LONG HOLDGS VAL(5+6+10) 243,654 CR PROJTD CASH JAN/MAR 666+ 14 TD INVESTABLE FUNDS (1+9-4) 452 CR PERCENT INVESTED (13/12) 99 15 BUYING POWER 185,401 CR 16 MS CALL 0 17 MARGIN DR BAL 0 18 FED CALL, 0 19 MGN INT RATE 8.375 PCNT 20 S.M.A. 92, 700 CR 21 MNTHLY NET INT 0.00 22 MS MAINT REQMT 53, 235 23 EQUITY (12-6-SK) 184,177.24 24 EQUITY PCNT (23/5) 100 -- RECAP OF RECENT ACTIVITIES -- 12/16 SSW 0. 00 JPMORGAN CHASE 12/16 SSW 0. 00 JPMORGAN CHASE A 410 052933 015 3 12/16/11 2 SANDRA B ARNOLDI ASSET ALLOCATION FOR MS POSITIONS CASH + MMKT = 0%; EQUITIES = OW BONDS = 17% OTHER = 83t C.CUSTODIAL POSITIONS MARGINED/ DATE ISSDT QTY/YLD SYMBL MGN PLAN NR DIV RE PRICE VALUE POLICY # 12/16 452.870 BANK DEPOSIT PROGRAM 1.00 452.87 12/14 13, 190.229 PTTAX (M)NETWORKED 1 10.90 143, 773 .50 13190 PIMCO TOTAL RETURN A 12/14 12/08 METLIFE SERIES FA 51000 59,477.22 9200983789 3.250 3 YR RNWL BULLE RD-12/14 N/A 59,477.22 O .Cash POS 1 OF 1 12/02/11 0. 00 T/D 0.00 S/D 22, 306. 00 MKT 0. 00 CSH SECURITY RTG PRICE UNITS MKT VALUE SYMBOL JPMORGAN CHASE 7900 *51DE16-BBB 106.222 21000.000 22306 TE364 I.Margin POS 1 OF 2 12/02/11 0 .00 T/D 0 .00 S/D 161, 870. 00 MKT 92, 700.65CR CSH 185,401.30CR BPR 0.00 MAI 161,870.62 LQV 100 PCT Morgan Stanley Confidential Data-not an official statement Monday,December 19,2011 Page 1 of 2 4:15 pm P i { Account Information System Output for FONDA MARKLEY A 410 052933 015 END 12/16/11 3 SANDRA B ARNOLDI 1 .Margin POS 1 OF 2 12/02/11 SECURITY RTG PRICE UNITS MKT VALUE SYMBOL LLOYDS BANKING GROUP PLC N/O 1 . 50 2 . 000 3# LYG GOLDMAN SACHS CAP 6345 34FB15-BB+ 86.163 21000.000 18094 TCW50 Morgan Stanley Confidential Data-not an official statement Monday,December 19,2011 Page 2 of 2 4:15 pm ESTATE OF SANDRA B . ARNOLDI NO . 21 - 12 -0018 COPY - FAMILY SETTLEMENT AGREEMENT AND DISCLAIMERS ESTATE OF SANDRA B. ARNOLDI AND THE SANDRA B. ARNOLDI TRUST B FAMILY SETTLEMENT AGREEMENT This FAMILY SETTLMENT AGREEMENT (the "Agreement") is made and entered into as of the 6th day of February, 2012, by and among THOMAS V. ARNOLDI, the Executor of the Estate of Sandra B. Amoldi and Co-Trustee of the Sandra B. Amoldi Trust B, JAMES C. BARTOLI, the Co-Trustee of the Sandra B. Amoldi Trust B, and THOMAS V. ARNOLDI, ALEXIS C. ARNOLDI, ERIC N. ARNOLDI, and ROBERT M. ARNOLDI, the beneficiaries of the Sandra B. Amoldi Trust B (collectively referred to as the "Beneficiaries"). Background WHEREAS, Sandra B. Arnoldi (the "Decedent") died testate on December 19, 2011 leaving a Last Will and Testament dated May 25, 1995 (the "Will"}. The Will was admitted for probate by the Cumberland County Register of Wills on January 5, 2012 and Letters Testamentary were issued to Thomas V. Amoldi as Executor (the "Executor"). Copies of the Letters issued and the Will are attached as Exhibit A; WHEREAS, the Decedent was survived by her spouse, Thomas V. Amoldi ("Tom"), and three sons, Alexis C. Amoldi ("Alexis"), Eric N. Amoldi ("Eric"), and Robert M. Amoldi ("Robert"); WHEREAS, the Decedent's assets passing under the Will include: (1) 2001 Lexus ES300 with an estimated value of$2,000; (2) Charles Schwab Brokerage Account No. 1211-5080 with an estimated value of$150,322; (3) Morgan Stanley Account No. 410- 054967-015 with an estimated value of$93,119; (4) Morgan Stanley Account No. 410- 052933-015 with an estimated value of$245,164; and (5) 25% interest in the Carlisle Farmer's Market with an estimated value of$250,000. The estimated gross value of the Decedent's Estate is $740,605; WHEREAS, the Will distributes the Decedent's personal property, which includes the 2001 Lexus ES300, to Tom; WHEREAS, the Will, per Paragraph 2(b), distributes the residue of the Decedert's Estate with an estimated value of$738,605 (less estate expenses to be incurred during the estate administration) to the Sandra B. Amoldi Trust B ("Trust B"). Note, since the current federal estate tax exclusion is $5,000,000, no marital trust (Trust A) will be required; I WHEREAS, Tom and James C. Bartoli are named as Co-Trustees of Trust B in Paragraph 12 of the Will; WHEREAS, Trust B is for the lifetime benefit of Tom and has the following terms during his lifetime (see Paragraph 4 of the W10: (1) net income from the Trust is to be paid at least annually to or for the benefit of Tom, Alexis, Eric, and Robert in such proportions as in the discretion of the Trustees; (2) principal distributions to Tom, Alexis, Eric, and Robert at the discretion of the Trustees; (3) additional principal distributions to Alexis, Eric, and Robert at the discretion of the Trustees for establishment of a business or profession or towards the acquisition or furnishing of a home; and (4) right of withdrawal by Tom annually of the greater of$5,000 or 5% of the market value of the Trust. At Tom's death, the assets in Trust B are distributable to Alexis, Eric, and Robert, subject to being held in continued trust if the beneficiary is under the age of 35; WHEREAS, the Executor, Trustees and Beneficiaries have determined that: (1)the Decedent's primary intent in her Will was to provide for her surviving spouse; (2)the value of Decedent's Estate passing to Trust B is insufficient to justify the future costs to maintain and administer the Trust; and (3) the provisions in the Will for creation of Trust B were primarily for the purpose of minimizing the federal estate tax, which with the increased federal estate tax exemption and the expectation that Congress will continue that increase, is no longer a concern; WHEREAS, at 4(b)of the Will it is stated: 'My first priority for the income and principal of the trust is the support, maintenance and health care of my husband: WHEREAS,it is the expectation of Tom that he will be bequeathing whatever assets that he has at his death to Alexis, Eric and Robert; and WHEREAS, the parties desire to enter into this Agreement to provide for the elimination of Trust B and the distribution of the residue of the Decedent's Estate directly to Thomas V. Arnoidi. NOW,THEREFORE, in consideration of the covenants contained herein, and intending to be legally bound hereby,the parties agree as follows: 1. Authority for Elimination of Trust and Waiver of Notice. The parties agree that Trust B is being eliminated pursuant to the authority granted by b section 7740.4 of the Pennsylvania Probate, Estates and Fiduciaries Code, 20 Pa. C.S. §7740.4 (the "Code"), relating to the termination of noncharitable trusts. Each of the undersigned beneficiaries is a"qualified beneficiary"as that term is defined in section 7703 of the Code. Each beneficiary hereby waives his or her right to receive sixty (60) days prior written notice of the proposed termination of the Trust and represents that he has no objection to the termination of the trust. 2. Virtual Representation. Pursuant to section 7723 (9) of the Code, a person is deemed to represent the person's minor and unborn descendants with regard to any matter relating to the administration of the trust(the"Virtual Representation") provided the person is noted of the representation and does not decline the representation in a writing delivered to the trustee within sixty (60)days of receiving such notice. Each undersigned beneficiary acknowledges and agrees that this Agreement serves as such written notice and that by signing this Agreement he is agreeing to the Virtual Representation and is waiving their right to decline such representation. The Virtual Representation is being undertaken for all minor, unbom, unknown, or unascertained beneficiaries pursuant to section 7723 of the Code. 3. Waiver of Accountina. Each beneficiary acknowledges that he is waiving his right to have a First and Final Account for the Decedent's Estate and Trust B prepared for his review or by the Court. The beneficiaries do not desire a First and Final Account to 2 f be prepared or to be filed with the Court in order to save the delay, expense, and publicity associates with the filing of the First and Final Account with the Court. Each of the beneficiaries acknowledges and understands that because the First and Final Account is not being prepared or filed with the Court that each of the beneficiaries is waiving his right to formally object to the First and Final Account in a court of law and to have the First and Final Account approved by the Court. 4. Distribution of Estate. The beneficiaries agree that with the elimination of Trust B all of the residue of the Decedent's Estate shall be distributed directly to Thomas V.Amoldi. S. Release of Executor and Trustees. EACH OF THE BENEFICIARIES HEREBY RELEASES AND FOREVER DISCHARGES THE EXECUTOR AND TRUSTEES, IN THEIR CAPACITY AS EXECUTOR OF THE ESTATE AND TRUSTEES OF TRUST B, OF AND FROM ANY AND ALL ACTIONS, SUITS, PAYMENTS, ACCOUNTS, RECKONINGS, CLAIMS AND DEMANDS WHATSOEVER ARISING OUT OF OR RELATING TO THE ADMINISTRATION OF THE DECEDENTS ESTATE AND THE TRUSTEES'ADMINISTRATION OF TRUST B. S. Review of Agreement. 6.1 Each of the beneficiaries acknowledges that the beneficiary has been given adequate opportunity to have this Agreement reviewed by the undersigned's legal, tax, and financial advisors. 6.2 Each of the beneficiaries understands that this Agreement affects the beneficiary's legal rights with respect to the Decedent's Estate and Trust B. 6.3 Each of the beneficiaries acknowledges and agrees that the terms and conditions of this Agreement are true and correct in all material respects. 6.4 Each of the beneficiaries acknowledges that the beneficiary is knowingly and voluntarily waiving the beneficiary's right to have a First and Final Account prepared and to have the First and Final Account filed with and reviewed by the Court. 6.6 Each of the beneficiaries understands that the Executor or Trustees will only make distribution in the absence of the First and Final Account being prepared and filed with and approved by the Court if all of the beneficiaries sign this Agreement. 7. Jurisdiction and Venue: Governing Law. All parties hereto agree that jurisdiction and venue for resolution of any disputes hereunder, and all actions to enforce this Agreement, shall be only in the Court of Common Pleas for Cumberland County, Pennsylvania. This Agreement shall be governed by and interpreted in accordance with the laws of the Commonwealth of Pennsylvania, without regard to its conflict of laws provisions. THE PARTIES HEREBY WAIVE ANY RIGHT TO A TRIAL BY JURY. 8. Amendment Modification, and Termination. This Agreement may not be amended, modified, supplemented or terminated except by written instrument executed by each of the parties to the Agreement. 3 i i 9. Prior Aareements Superseded. This Agreement constitutes the entire agreement between the parties with respect to the subject matter bereof and supersedes all prior agreements and undertakings with respect to the matters covered. There are no representations, promises, warranties, covenants or undertakings other than those expressly set forth herein. 10. Successons and Assians.All the terms and provisions of this Agreement shall be legally binding upon and inure to the benefit of and be enforceable by the parties and their respective successors and permitted assigns. 11. Severability. The invalidity or unenforceability of any provision of this Agreement shall not affect any other provisions. The Agreement shall be construed in all respects as if the invalid or unenforceable provisions were omitted. 12. Waiver. The failure of any party hereto to seek redress for violation of or to insist upon strict performance of any condition of this Agreement shall not be considered a waiver, nor shall it deprive that party of the right thereafter to insist upon strict adherence to that or any other term or condition of this Agreement. 13. Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be deemed to be an original instrument, but all counterparts together shall constitute one and the same instrument. IN WITNESS WHEREOF, the parties have set their hands and seals the day and year first above written. WITNESS: ESTATE OF ANDRA B. ARNOLD[ BY: e �� } �j Thomas V. Arnoldi, Executor WITNESS: SUBAN, ARNOLDI TRUST B BY: Thomas V. Arnoldi, Co-Trustee mes C. Bartoli, Co-Trustee [signatures continued on next page] 4 I WITNESS: BENEFICIARIES OF THE$ANDRA B. ARNOLDa TRUST B Thomas V. Amoldi AlexyvGrAr di Eric N. Arnoldi ��, Robert M. Ambia; 5 IN THE COURT OF COMMON PLEAS OF CUMBERLAND COUNTY, PENNSYLVANIA ORPHANS' COURT DIVISION Estate of SANDRA B. ARNOLDI NO. 2012-00018 Late of Hampden Township, Deceased DISCLAIMER OF INTEREST PURSUANT TO CHAPTER 62 OF THE PENNSYLVANIA PROBATE, ESTATES AND FIDUCIARIES CODE, SECTION 9116(c) OF THE PENNSYLVANIA INHERITANCE TAX ACT, AND SECTION 2518 OF THE INTERNAL REVENUE CODE 1. The disclaimant is Eric N. Arnoldi of 3634 Merrick Road, Philadelphia, PA 19129 (hereinafter"Disclaimant"). 2. Sandra B. Amoldi died on December 19, 2011 and her Last Will and Testament dated May 25, 1995 (the "Will")was admitted for probate by the Cumberland County Register of Wills to File No. 2012-00018 on January 5, 2012. Thomas V. Arnoldi was appointed as Executor of the Estate by the Cumberland County Register of Wills. 3. Pursuant to Paragraph 2(b) of the Will, the residue of the estate passes to a trust to be known as Trust B. Per Paragraph 4 of the Will, the terms of Trust B are as follows: (a) Income. The Trustees shall pay the net income from Trust B at least annually to or for the benefit of any or all of my husband and issue in such proportions or amounts as in the discretion of the Trustees seems proper to provide for their support,maintenance,and health care, for the education of my issue, and for the maintenance by my husband of the standard of living maintained by him during my lifetime,taking into account such other sources of income,support and estate that may be available to the beneficiaries. No beneficiary of Trust B shall participate as a co-trustee in any decision under this subparagraph(a). (b) Principal. The Trustees shall from time to time pay such sums from the principal of Trust B to or for the benefit of my husband and issue as may in the discretion of the Trustees seem necessary for their support,maintenance and health care,for the maintenance by my husband of the standard of living maintained by him during my lifetime,and for the education of my issue,taking into account such other sources of income,support and estate that may be available to the beneficiary and the needs and resources of all the beneficiaries. Any of the foregoing distributions to or for the benefit of my issue shall be based on their needs, rather than on a desire to maintain absolute equality of payments among them. My first priority for the income and principal of Trust B taken together is the support, maintenance,and health care of my husband. In determining whether any invasion shall be made for the benefit of my husband from the principal of Trust A or from the principal of Trust B, such invasion shall be made from Trust A as far as practical. No beneficiary of Trust B shall participate as a co-trustee in any decision under this subparagraph(b). (c) Additional Principal Distributions. The Trustees may also pay from the principal of Trust B such sums as in the discretion of the Trustees seem proper for the establishment of a child of mine in a business or profession or towards the acquisition or furnishing of a home for a it child of mine,taking into account the other resources of the child,the desirability of the transaction, and the reasonably anticipated needs and resources of all the beneficiaries hereunder,provided, however that the total distributions to or for the benefit of a child of mine under this sentence shall not exceed the reasonably anticipated amount that would be distributable to him or her pursuant to subparagraph(f)below if no distributions were made under this subparagraph(c);and each payment to him or her under this subparagraph(c)shall be deemed an advancement to such child (or to his or her issue if he or she is not then living)in making the division of property held in Trust B pursuant to subparagraph(f)below and shall be charged against his or her or their share. No beneficiary of Trust B shall participate as a co-trustee in any decision under this subparagraph(c). (d) Legal Support Obligation. No payment shall be made under subparagraphs(a), (b),or(c)above which would discharge to any extent the legal obligation of any person for the support of the recipient of such payment. (e) Husband's Rights of Withdrawal. In addition to the foregoing, during any calendar year my husband shall have the unqualified right in his sole discretion to demand in one or more writings delivered by him to the Trustees that he be paid from the principal of Trust B an amount not in excess of the greater of Five Thousand Dollars($5,000.00)or five percent(5%)of the aggregate market value of the assets of Trust B as of December 31 of the calendar year during which such demand is made. The right permitted my husband under this subparagraph(e)must be exercised by him as herein provided on or before December 31 of the calendar year to which applicable,and any amount as to which such right is not exercised for any given calendar year shall lapse and shall not accumulate or carry over to any future calendar year. (f) Distribution of Trust B. When my husband is no longer living and no living child of mine is under the age of eighteen(18)years,the principal remaining in Trust B shall be distributed per stirpes to my issue, adjusted for any advancements pursuant to subparagraph(c) above,provided however,that if any beneficiary under this subparagraph(f)other than a child of mine is then under the age of thirty-five(35)years, his or her share shall be held for him in a separate trust hereunder under the terms of paragraph 6 below,or if no issue of mine are then living,the same shall be subject to the terms of paragraph 5 below. 4. The Disclaimant is the son of Sandra B. Arnoldi and as one of her issue he has an interest in Trust B, per Paragraph 4 (a), (b) and (c) to income and principal distributions from Trust B during the lifetime of Thomas V. Arnoldi, the spouse of Sandra B. Arnoldi. 5. Section 6201 of the Pennsylvania Probate, Estates and Fiduciaries Code (20 Pa. C.S. §6201) provides that any person to whom an interest in property would have devolved may disclaim that person's interest in whole or in part by written disclaimer that (a) describes the interest disclaimed, (b) declares the disclaimer and extent thereof, and (c) is signed by the disclaiming person. 6. The Disclaimant therefore does hereby and forever irrevocably disclaim, renounce, and refuse to accept all rights and interest in Trust B, as set forth in Paragraph 4(a), (b) and (c) of the Will, during the lifetime of Thomas V. Arnoldi. 7. The Disclaimant shall deliver a copy of this Disclaimer to Thomas V. Arnoldi, as Executor of the Estate of Sandra B. Arnoldi and to Thomas V. Arnoldi and James C. Bartoli, as Trustees of the Sandra B. Arnoldi Trust B in accordance with 20 Pa. C.S. §6204. 8. The Disclaimant has not received any consideration in money or money's worth for such renunciation and disclaimer from any person or persons whose interest is to be accelerated or increased, or from any other person or persons. 2 71 9. It is the intent of Disclaimant that this Disclaimer constitute a qualified disclaimer under law including Chapter 62 of the Pennsylvania Probate, Estates and Fiduciary's Code, section 9116(c) of the Pennsylvania Inheritance Tax Act (72 P.S. §9116(c)), and section 2518(b) of the Internal Revenue Code of 1986 (26 U.S.C. §2518(b)), and that it and all of its provisions be so interpreted. IN WITNESS WHEREOF, and intending to be legally bound hereby, the undersigned has executed this�Disclaimer this S day of February, 2012. OC, 1X� Witness V Eric N. Amoldi 3 I IN THE COURT OF COMMON PLEAS OF CUMBERLAND COUNTY, PENNSYLVANIA ORPHANS' COURT DIVISION Estate of SANDRA B. ARNOLDI NO. 2012-00018 Late of Hampden Township, Deceased DISCLAIMER OF INTEREST PURSUANT TO CHAPTER 62 OF THE PENNSYLVANIA PROBATE, ESTATES AND FIDUCIARIES CODE, SECTION 9116(c) OF THE PENNSYLVANIA INHERITANCE TAX ACT, AND SECTION 2518 OF THE INTERNAL REVENUE CODE 1. The disclaimant is Alexis C. Arnoldi of 163 Fourteenth Street, Apt. 7, Hoboken, NJ 07030 (hereinafter"Disclaimant"). 2. Sandra B. Arnoldi died on December 19, 2011 and her Last Will and Testament dated May 25, 1995 (the"Will")was admitted for probate by the Cumberland County Register of Wills to File No. 2012-00018 on January 5, 2012. Thomas V. Arnoldi was appointed as Executor of the Estate by the Cumberland County Register of Wills. 3. Pursuant to Paragraph 2(b) of the Will, the residue of the estate passes to a trust to be known as Trust B. Per Paragraph 4 of the Will, the terms of Trust B are as follows: (a) Income. The Trustees shall pay the net income from Trust B at least annually to or for the benefit of any or all of my husband and issue in such proportions or amounts as in the discretion of the Trustees seems proper to provide for their support,maintenance, and health care, for the education of my issue, and for the maintenance by my husband of the standard of living maintained by him during my lifetime,taking into account such other sources of income,support and estate that may be available to the beneficiaries. No beneficiary of Trust B shall participate as a co-trustee in any decision under this subparagraph(a). (b) Principal. The Trustees shall from time to time pay such sums from the principal of Trust B to or for the benefit of my husband and issue as may in the discretion of the Trustees seem necessary for their support,maintenance and health care,for the maintenance by my husband of the standard of living maintained by him during my lifetime, and for the education of my issue,taking into account such other sources of income,support and estate that may be available to the beneficiary and the needs and resources of all the beneficiaries. Any of the foregoing distributions to or for the benefit of my issue shall be based on their needs, rather than on a desire to maintain absolute equality of payments among them. My first priority for the income and principal of Trust B taken together is the support,maintenance,and health care of my husband. In determining whether any invasion shall be made for the benefit of my husband from the principal of Trust A or from the principal of Trust B,such invasion shall be made from Trust A as far as practical. No beneficiary of Trust B shall participate as a co-trustee in any decision under this subparagraph(b). (c) Additional Principal Distributions. The Trustees may also pay from the principal of Trust B such sums as in the discretion of the Trustees seem proper for the establishment of a child of mine in a business or profession or towards the acquisition or furnishing of a home for a I child of mine,taking into account the other resources of the child,the desirability of the transaction, and the reasonably anticipated needs and resources of all the beneficiaries hereunder, provided, however that the total distributions to or for the benefit of a child of mine under this sentence shall not exceed the reasonably anticipated amount that would be distributable to him or her pursuant to subparagraph(f)below if no distributions were made under this subparagraph(c);and each payment to him or her under this subparagraph(c)shall be deemed an advancement to such child (or to his or her issue if he or she is not then living)in making the division of property held in Trust B pursuant to subparagraph(f)below and shall be charged against his or her or their share. No beneficiary of Trust B shall participate as a co-trustee in any decision under this subparagraph(c). (d) Lecal Su000rt Obligation. No payment shall be made under subparagraphs(a), (b),or(c)above which would discharge to any extent the legal obligation of any person for the support of the recipient of such payment. (e) Husband's Rights of Withdrawal. In addition to the foregoing,during any calendar year my husband shall have the unqualified right in his sale discretion to demand in one or more writings delivered by him to the Trustees that he be paid from the principal of Trust B an amount not in excess of the greater of Five Thousand Dollars($5,000.00)or five percent(5%)of the aggregate market value of the assets of Trust B as of December 31 of the calendar year during which such demand is made. The right permitted my husband under this subparagraph(e)must be exercised by him as herein provided on or before December 31 of the calendar year to which applicable, and any amount as to which such right is not exercised for any given calendar year shall lapse and shall not accumulate or carry over to any future calendar year. (f) Distribution of Trust B. When my husband is no longer living and no living child of mine is under the age of eighteen(18)years,the principal remaining in Trust B shall be distributed per stirpes to my issue,adjusted for any advancements pursuant to subparagraph(c) above, provided however,that if any beneficiary under this subparagraph(f)other than a child of mine is then under the age of thirty-five(35)years, his or her share shall be held for him in a separate trust hereunder under the terms of paragraph 6 below,or if no issue of mine are then living,the same shall be subject to the terms of paragraph 5 below. 4. The Disclaimant is the son of Sandra B. Arnoldi and as one of her issue he has an interest in Trust B, per Paragraph 4 (a), (b) and (c) to income and principal distributions from Trust B during the lifetime of Thomas V. Arnoldi, the spouse of Sandra B. Arnoldi. 5. Section 6201 of the Pennsylvania Probate, Estates and Fiduciaries Code (20 Pa. C.S. §6201) provides that any person to whom an interest in property would have devolved may disclaim that person's interest in whole or in part by written disclaimer that (a) describes the interest disclaimed, (b) declares the disclaimer and extent thereof, and (c) is signed by the disclaiming person. 6. The Disclaimant therefore does hereby and forever irrevocably disclaim, renounce, and refuse to accept all rights and interest in Trust B, as set forth in Paragraph 4(a), (b) and (c) of the Will, during the lifetime of Thomas V. Arnoldi. 7. The Disclaimant shall deliver a copy of this Disclaimer to Thomas V. Arnoldi, as Executor of the Estate of Sandra B. Arnoldi and to Thomas V. Amoldi and James C. Bartoli, as Trustees of the Sandra B. Arnoldi Trust B in accordance with 20 Pa. C.S. §6204. 8. The Disclaimant has not received any consideration in money or money's worth for such renunciation and disclaimer from any person or persons whose interest is to be accelerated or increased, or from any other person or persons. 2 I 9. It is the intent of Disclaimant that this Disclaimer constitute a qualified disclaimer under law including Chapter 62 of the Pennsylvania Probate, Estates and Fiduciary's Code, section 9116(c) of the Pennsylvania Inheritance Tax Act (72 P.S. §9116(c)), and section 2518(b) of the Internal Revenue Code of 1986 (26 U.S.C. §2518(b)), and that it and all of its provisions be so interpreted. IN WITNESS WHEREOF, and intending to be legally bound hereby, the undersigned has executed this Disclaimer this S day of February, 2012. Witness Alexis . Arnoldi 3 i IN THE COURT OF COMMON PLEAS OF CUMBERLAND COUNTY, PENNSYLVANIA ORPHANS' COURT DIVISION Estate of SANDRA B. ARNOLDI NO. 2012-00018 Late of Hampden Township, Deceased DISCLAIMER OF INTEREST PURSUANT TO CHAPTER 62 OF THE PENNSYLVANIA PROBATE, ESTATES AND FIDUCIARIES CODE, SECTION 9116(c) OF THE PENNSYLVANIA INHERITANCE TAX ACT, AND SECTION 2518 OF THE INTERNAL REVENUE CODE 1. The disclaimant is Robert M. Arnoldi of 200 Aptos Beach Drive, Aptos, CA 95003 (hereinafter"Disclaimant"). 2. Sandra B. Arnoldi died on December 19, 2011 and her Last Will and Testament dated May 25, 1995 (the "Will") was admitted for probate by the Cumberland County Register of Wills to File No. 2012-00018 on January 5, 2012. Thomas V. Arnoldi was appointed as Executor of the Estate by the Cumberland County Register of Wills. 3. Pursuant to Paragraph 2(b) of the Will, the residue of the estate passes to a trust to be known as Trust B. Per Paragraph 4 of the Will, the terms of Trust B are as follows: (a) Income. The Trustees shall pay the net income from Trust B at least annually to or for the benefit of any or all of my husband and issue in such proportions or amounts as in the discretion of the Trustees seems proper to provide for their support,maintenance,and health care, for the education of my issue,and for the maintenance by my husband of the standard of living maintained by him during my lifetime,taking into account such other sources of income, support and estate that may be available to the beneficiaries. No beneficiary of Trust B shall participate as a co-trustee in any decision under this subparagraph(a). (b) Principal. The Trustees shall from time to time pay such sums from the principal of Trust B to or for the benefit of my husband and issue as may in the discretion of the Trustees seem necessary for their support, maintenance and health care,for the maintenance by my husband of the standard of living maintained by him during my lifetime,and for the education of my issue,taking into account such other sources of income,support and estate that may be available to the beneficiary and the needs and resources of all the beneficiaries. Any of the foregoing distributions to or for the benefit of my issue shall be based on their needs, rather than on a desire to maintain absolute equality of payments among them. My first priority for the income and principal of Trust B taken together is the support,maintenance,and health care of my husband. In determining whether any invasion shall be made for the benefit of my husband from the principal of Trust A or from the principal of Trust B.such invasion shall be made from Trust A as far as practical. No beneficiary of Trust B shall participate as a co-trustee in any decision under this subparagraph(b). (c) Additional Principal Distributions. The Trustees may also pay from the principal of Trust B such sums as in the discretion of the Trustees seem proper for the establishment of a child of mine in a business or profession or towards the acquisition or furnishing of a home for a i child of mine,taking into account the other resources of the child,the desirability of the transaction, and the reasonably anticipated needs and resources of all the beneficiaries hereunder, provided, however that the total distributions to or for the benefit of a child of mine under this sentence shall not exceed the reasonably anticipated amount that would be distributable to him or her pursuant to subparagraph(f)below if no distributions were made under this subparagraph(c);and each payment to him or her under this subparagraph(c)shall be deemed an advancement to such child (or to his or her issue if he or she is not then living)in making the division of property held in Trust B pursuant to subparagraph(f)below and shall be charged against his or her or their share. No beneficiary of Trust B shall participate as a co-trustee in any decision under this subparagraph(c). (d) Legal Support Obligation. No payment shall be made under subparagraphs(a), (b),or(c)above which would discharge to any extent the legal obligation of any person for the support of the recipient of such payment. (e) Husband's Rights of Withdrawal. In addition to the foregoing,during any calendar year my husband shall have the unqualified right in his sole discretion to demand in one or more writings delivered by him to the Trustees that he be paid from the principal of Trust B an amount not in excess of the greater of Five Thousand Dollars($5,000.00)or five percent(5%)of the aggregate market value of the assets of Trust B as of December 31 of the calendar year during which such demand is made. The right permitted my husband under this subparagraph(e)must be exercised by him as herein provided on or before December 31 of the calendar year to which applicable, and any amount as to which such right is not exercised for any given calendar year shall lapse and shall not accumulate or carry over to any future calendar year. (f) Distribution of Trust B. When my husband is no longer living and no living child of mine is under the age of eighteen(18)years,the principal remaining in Trust B shall be distributed per stirpes to my issue, adjusted for any advancements pursuant to subparagraph(c) above,provided however,that if any beneficiary under this subparagraph(f)other than a child of mine is then under the age of thirty-five(35)years, his or her share shall be held for him in a separate trust hereunder under the terms of paragraph 6 below,or if no issue of mine are then living,the same shall be subject to the terms of paragraph 5 below. 4. The Disclaimant is the son of Sandra B. Arnoldi and as one of her issue he has an interest in Trust B, per Paragraph 4 (a), (b) and (c) to income and principal distributions from Trust B during the lifetime of Thomas V. Arnoldi, the spouse of Sandra B. Arnoldi. 5. Section 6201 of the Pennsylvania Probate, Estates and Fiduciaries Code (20 Pa. C.S. §6201) provides that any person to whom an interest in property would have devolved may disclaim that person's interest in whole or in part by written disclaimer that(a) describes the interest disclaimed, (b) declares the disclaimer and extent thereof, and (c) is signed by the disclaiming person. 6. The Disclaimant therefore does hereby and forever irrevocably disclaim, renounce, and refuse to accept all rights and interest in Trust B, as set forth in Paragraph 4(a), (b) and (c) of the Will, during the lifetime of Thomas V. Arnoldi. 7. The Disclaimant shall deliver a copy of this Disclaimer to Thomas V. Arnoldi, as Executor of the Estate of Sandra B. Arnoldi and to Thomas V. Arnoldi and James C. Bartoli, as Trustees of the Sandra B. Arnoldi Trust B in accordance with 20 Pa. C.S. §6204. 8. The Disclaimant has not received any consideration in money or money's worth for such renunciation and disclaimer from any person or persons whose interest is to be accelerated or increased, or from any other person or persons. 2 I i 9. It is the intent of Disclaimant that this Disclaimer constitute a qualified disclaimer under law including Chapter 62 of the Pennsylvania Probate, Estates and Fiduciary's Code, section 9116(c) of the Pennsylvania Inheritance Tax Act(72 P.S. §9116(c)), and section 2518(b) of the Internal Revenue Code of 1986 (26 U.S.C. §2518(b)), and that it and all of its provisions be so interpreted. IN WITNESS WHEREOF, and intending to be legally bound hereby, the undersigned has executed this Disclaimer this 5' day of February, 2012. �;V- " (�14 � Witness V Robert My Arnoldi 3 i