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HomeMy WebLinkAbout04-1054IN RE: THE NANCY C. McNEAL FAMILY TRUST : IN THE COURT OF COMMON PLEAS : CUMBERLAND COUNTY, : PENNSYLVANIA : ORPHANS* COURT DIVISION : PETITION FOR APPROVAL TO REFORM TRUST AND NOW, comes Community Trust Company(hereinafter "Petitioner"), by and through his attorneys, Gates, Halbruner & Hatch, P.C., and respectfully makes the following petition: 1. Petitioner is a Pennsylvania regulated trust company with its principal place of business at 3907 Market Street, Camp Hill, Pennsylvania 17011. 2. During her lifetime, Nancy C. McNeal (hereinafter "Settlor") established the Nancy C. McNeal Family Trust on January 19, 1998 (hereinafter "Trust"). A tru6~tn-d co .rr~. t copy of the Trust is attached hereto as Exhibit "A" and incorporated herein by referenCe. 3.. Pennsylvania Fiduciary and Estate Services, Inc. was named as the-a'ustee of the Trust. 4. Community Trust Company is the successor in interest to Pennsylvania Fiduciary and Estate Services, Inc., and now serves as trustee of the Trust. 5. The income beneficiary of the Trust is Nancy C. McNeal, now of 145 Deer Ford Drive, Lancaster, Lancaster County, Pennsylvania 17601, (hereinafter "Income Beneficiary"). 6. The remainder beneficiaries of the Trust are: Karen M. Borgsmiller, now of 10230 Royal Saint Andrews Place, Ijamsville, Maryland 21754; Douglas R. McNeal, now of 133 Fulbright Road, Stony Point, North Carolina 28678; and Amy McNeal Mackey, now of 1404 Limekiln Pike, Dresher, Pennsylvania 19025 (hereinafter "Remainder Beneficiaries"). 7. The Settlor, Income Beneficiary, and Remainder Beneficiaries all agree that the Trust should be changed as follows: (A) Paragraph 4.02(B) shall be deleted in its entirety and replaced with the following language: "Upon the death of Settlor, the Trust shall terminate, and the then-remaining trust estate shall be divided into equal shares and distributed outfight, with one such share going to each of Settlor's children, KAREN M. BORGSMILLER, DOUGLAS R. MeNEAL, and AMY MeNEAL MACKEY, per stirpes. If any of Settlor's children predecease the termination of this trust, then and in such event, the predeceased child's share shall be divided into separate and equal shares and one such share shall be HELD IN FURTHER SEPARATE TRUST for each of the then- living issue (herein referred to as "Distfibutee") of the predeceased child for the following uses and purposes: (1) During the minority of the Distributee, which Settlor defines as not having attained age twenty-five (25), to pay any part or all of the income to, or for the benefit of, the Distfibutee, or to accumulate any part or all of the income, which in the sole discretion of the Trustee is determined to be reasonably necessary for the Distributee's needs for health, support, maintenance and education (including vocational, undergraduate, graduate and professional education). Any income not so paid shall be added to the principal of the Trust. To the extent possible, all payments of income shall be paid directly to the third-party for the benefit of the Distfibutee rather than directly to the Distfibutee. (2) After the Distributee has attained the age of twenty- five (25) years, to distribute all of the then-remaining trust estate to the Distfibutee. (3) Upon the death of a Distfibutee prior to his twenty- filth (25th) birthday, the Trustee shall pay the remaining principal, if any, to the predeceased Distributee's then-living issue, or if the Distfibutee has no such issue, to the Settlor's then-living issue, per 2 stirpes, provided that any distribution to Settlor's issue shall be added to the Beneficiary's separate trust if a trust is then in existence. If any of Setflor's children predecease the termination of this Trust without leaving issue, then and in such event, the predeceased child's share shall be distributed to the predeceased child's spouse, if the predeceased child was married at the termination of the Trust. If any of Settlor's children predecease the termination of this Trust without leaving issue and without a spouse, then and in such event, the predeceased child's share shall be distributed to Settlor's issue, per stirpes." (B) Paragraph 4.05 shall be deleted in its entirety. (C) Paragraph 8.03 shall be deleted in its entirety and replaced with the following language: "Appointment of Successor Trustee. The Trustee may resign at any time upon thirty (30) days' written notice given to the Settlor if Settlor is living, or in the event of Settlor's death, upon thirty (30) days' written notice given to the current beneficiary or beneficiaries (including a beneficiary's natural or legal guardian or legal representative), hereunder. Upon the death, resignation, removal or incapacity of the Trustee, a successor trustee may be appointed by the Settlor during Settlor's lifetime, or, after the Settlor's death, by a majority of the current beneficiaries. The Settlor prohibits the appointment of the Settlor as Trustee, and any attempt to appoint the Settlor as Trustee shall be without authority under this trust agreement. The first Successor Trustee shall be DOUGLAS R. McNEAL. Any successor trustee thus appointed, or, if the Trustee shall merge with or be consolidated with another corporate fiduciary, then such corporate fiduciary shall succeed to all the duties and to all the powers, including discretionary powers, herein granted to the trustee." 8. Settlor, Petitioner, the Income Beneficiary, and the Remainder Beneficiaries desire to have the above-referenced changes made to the trust, for the benefit of all parties involved. 9. To this end, Settlor, Petitioner, the Income Beneficiary, and all of the Remainder Beneficiaries have signed a "Agreement and Consent to Reform Trust" setting forth their desire to reform the trust as stated herein. A tree and correct copy of this Agreement is attached hereto as Exhibit "B" and incorporated herein by reference. 3 herein. 10. 11. Pursuant to Section 3 of the Trust, the Trust is irrevocable. All interested parties desire a Court Order reforming the Trust, as more fully stated 12. This Court may approve the Agreement and Consent to Reform Trust and authorize the changes to the Trust pursuant to 20 Pa. C.S. §711 and §3323. 13. The Agreement expressly states that it may be submitted to this Court for approval and that each of the parties thereto consents to such approval. 14. Petitioner is not aware of any other parties who would be prejudiced by the relief requested herein. WHEREFORE, Petitioner respectfully requests that the Court enter an order approving the Agreement and reforming the trust as stated in Paragraph 7, above. DATED: ]Q t0 kJta6*J'~k" 0' 2004 Respectfully/~mitted, (717) 731-9600 (Attomeys for Petitioner) 4 VERIFICATION The undersigned hereby verifies that the facts averred in the foregoing petition are true and correct to the best of her knowledge, information and belief. This verification is made subject to the penalties of 18 Pa.C.S. §4904 relating to unsworn falsification to authorities. Dated: August I ~ , 2004 C. THE NANCY C. MCNEAL FAMILY TRUST COPY THIS TRUST AGREEMENT is executed in triplicate on this _~_ day of January, 1998, by and between NANCY C. MCNEAL, now of ~.D. #5, Box 179, Indiana, Indiana County, Pennsylvania 15701 (herein called "Settlor") and PENNSYLVANIA FIDUCIARY AND ESTATE SERVICES, INC., a Pennsylvania corporation, now of 1013 Mumma Road, Suite 202, Lemoyne, Pennsylvania 17043 (herein called "Trustee"). ARTICLE I. TRUST ESTATE 1.01. Initial Principal. Settlor, desiring to establish an irrevocable trust, does hereby ~rrevocabl~transfer, assign and deliver to the Trustee and the Truste~'s-~c~ssors and assigns the assets listed on Schedule A, attached hereto and made a part hereof. As further evidence of such assignment, Settlor has executed or will execute or cause to be executed such other instruments as may be required for the purposes of completing the assignment or transfer of title to such property to the Trustee. Trustee accepts such transfer and assignment to the Trustee, and undertakes to hold, manage, invest and reinvest the assets of this Trust, and to distribute the income and principal of this Trust in accordance with the provisions of this Agreement. 1.02. Additional Principal. Settlor and any other person or persons, with the consent of the Trustee, shall have the right at any time to make additions to the corpus of this Trust or any share thereof hereby established. All such additions shall be held, governed, and distributed by the Trustee in accordance with the terms and conditions of this Agreement. The Trustee, in its sole discretion, may require, as a prerequisite to accepting property, that the transferring party provide evidence satisfactory to the Trustee that (i) the property is not contaminated by any hazardous or toxic materials or substances; and (ii) the property is not being used and has never been used for any activities directly or indirectly involving the generation, use, treatment, storage, disposal, release or discharge of any hazardous or toxic materials or substances. 1.03 Disclaimer. The Trustee shall have the right to disclaim, in whole or in part, prior to its acceptance by the Trustee, any interests in property for any reason, including but not limited to a concern that such property could cause potential liability under any federal, state, or local environmental law. ARTICLE II. IRREVOCABILITY OF TRUST 2.01. Irrevocability. Settlor has been advised of the consequences of an irrevocable trust and hereby declares that this Trust shall be irrevocable and shall not be altered, amended, revoked, or terminated by Settlor or any other person or persons. ARTICLE III. LIFE INSURANCE POLICIES 3.01. General Provisions. If any insurance policies are transferred into this Trust, the Trustee shall be vested with all right, title, and interest in and to the transferred policies of insurance, and is authorized and empowered to exercise and enjoy, for the purposes of the Trust herein created and as absolute owner of such policies of insurance, all the options, benefits, rights and privileges under such policies, including the right to borrow from and to pledge them for a loan or loans. The Trustee takes all rights, title, and interest in and to the above-stated insurance policies subject to any prior split-dollar life insurance agreement and assignments, which may be in effect at the time of transfer. The insurance companies which have issued the policies are hereby authorized and directed to recognize the Trustee as absolute owner of the policies of insurance and as fully entitled to all options, rights, privileges, and interests under the policies, and any receipts, releases, and other instruments executed by the Trustee in connection with such policies shall be binding upon all persons interested in this Trust. Settlor hereby relinquishes all rights, title, interest and powers in the policies of insurance which Settlor may own and which rights, title, interest and powers are not assignable, and will, at the request of the Trustee, execute all other instruments reasonably required to effectuate this relinquishment. 3.02. Payment of Premiums. The Trustee shall be under no obligation to pay the premiums which may become due and payable under the provisions of any policy of insurance which may be transferred or assigned to this Trust, or to make certain that the premiums are paid by the transferor of the policy, or to notify any persons of the nonpayment of the premiums, and the Trustee shall be under no responsibility or liability of any kind in case the premiums are not paid, except the Trustee shall apply any dividends received on the policies to the payment of premiums thereon. Upon notice at any time during the continuance of this Trust that the premiums due upon the policies are in default, or that premiums which will become due will not be paid, either by the transferor or by any other person, the Trustee, within its sole discretion, may apply any cash values attributable to the policy to the purchase of paid-up insurance or of extended insurance, or may borrow upon the policy for the payment of premiums due thereon, or may accept the cash values of the policy upon the policy's forfeiture. In the event that the Trustee receives the cash value of the policy upon its forfeiture for nonpayment of premiums, the amount received 2 shall be added to the corpus of this Trust, and shall be administered according to the terms of this Agreement. If the insured under the policies of insurance, becomes totally and permanently disabled within the meaning of any policies and because thereof the payment of premiums, or any of them, shall during the pendency'of the disability, be waived, the Trustee, upon receipt of this knowledge, shall promptly notify the insurance company which has issued the policies, and shall take any and all steps necessary to make the waiver of premium provision effective. 3.03. Duties of Trustee With Reqard to Life Insurance Policies. The Trustee shall be under no obligation or duty whatever except with respect to the safekeeping of the policies of insurance and the duty to receive the sums as may be paid to them, in accordance with the requirements of this Trust, by the companies issuing the policies, and to hold, manage and disburse the proceeds subject to the terms of this Agreement. Upon the death of the insured, the Trustee shall make reasonable efforts to carry out the provisions of this Agreement, including the maintenance or defense of any suit, provided; however, the Trustee shall be under no duty to maintain or enter into any litigation unless its expenses, including counsel fees and costs, have been advanced or guaranteed in an amount and in a manner reasonably satisfactory to the Trustee. The Trustee may repay any advances made by it or reimburse itself for any such fees and costs from any corpus or income of this Trust. ARTICLE IV. DISTRIBUTIONS BY TRUSTEE 4.01. Trust Principal. The entire corpus of this Trust, including the assets initially transferred to this Trust, subsequent additions to this Trust, and the proceeds of any sale, exchange or investment of the Trust assets, shall be used for the purposes set forth herein. 4.02. A. Income Durinq Lifetime of Settlor. During the lifetime of Settlor, Trustee may, in Trustee's sole discretion, use any and all of the net income (as well as principal) to pay premiums on any life insurance held hereunder. Any net income not used in the discretion of the Trustee for the payment of premiums shall be accumulated and added to principal. B. Distributions to Beneficiaries Upon Death of Settlor. Upon the death of Settlor, the then-remaining Trust Estate shall be divided into separate and equal shares and one such share shall be held by the Trustee, IN FURTHER SEPARATE TRUST, for each of Settlor's children, KAREN M. BORGSMILLER, DOUGLAS R. MC~EAL, and ~ MC~EAL MACKEY (and any children of NANCY C. MCNEAL born or adopted hereafter), per stirpes. If any of Settlor's children predecease the Settlor, then that predeceased child's share shall be divided into separate and equal shares and one such share shall 3 be held by the Trustee, IN FURTHER SEPARATE TRUST, for each of the then-living issue of the predeceased child according to the terms under Section 4.02(B) (5) of this Trust Agreement. If any of Settlor's children predecease the Settlor, without leaving issue, then that predeceased child's share shall be divided equally among Settlor's then-living issue, per stirpes, provided that any distribution to Settlor's issue shall be added to the Beneficiary's separate trust if a trust is then in existence. The Trustee shall, during the lifetime of such children or the then-living issue of any deceased child (herein referred to as the "Beneficiary"), or until the earlier termination of such child's trust, hold each separate trust for the following uses and purposes: (1) To pay to, or for the benefit of, each Beneficiary at any time or times, such sums from or any part or all of the income and/or principal from their respective separate trusts, as the Trustee may, in its sole discretion, determine to be reasonably necessary for the Beneficiary's needs for health, education, support and maintenance. To the extent possible, all payments of principal or income shall be paid directly to the third party for the benefit of the Beneficiary rather than directly to the Beneficiary. (2) To pay to, or for the benefit of, the issue (including children and grandchildren) of each Beneficiary, at any time or times, such sums from or any part or all of the income and/or principal from their parent's respective separate trusts, as the Trustee may, in its sole discretion, determine to be reasonably necessary for the Beneficiary's issue's needs for health, education, support and maintenance. To the extent possible, all payments of principal or income shall be paid directly to the third party for the benefit of the Beneficiary's issue rather than directly to the issue of the Beneficiary. (3) Each Beneficiary shall have the limited general power to appoint an amount of the principal each year to either themselves or their children. The maximum amount receivable under this provision shall be the greater of: (i) $5,000 per calendar year, or (ii) two and one-half (2.50%) percent per calendar year of the market value of the principal of the Beneficiary's separate Trust (not reduced by any income taxes chargeable to principal) determined on the first day of January each year. Each Beneficiary's claim may be satisfied only out of their separate trust. At the end of each calendar year the Beneficiary's right to appoint the maximum amount shall lapse, if not exercised, and the unused maximum amounts shall not accumulate. This power shall not be exercisable under the Beneficiary's Will. If the Beneficiary fails, either in whole or in part, to exercise this power of appointment herein granted, the unappointed principal shall continue in trust and shall be administered in accordance with the terms of this Trust. (4) The Beneficiary shall have the power at any time, exercisable either (i) by instrument or instruments in writiqg delivered to the Trustee during the Beneficiary's life, or (ii) by the Beneficiary's will, admitted to probate within three hundred and sixty-five (365) days from the Beneficiary's death, specifically referring to this Subparagraph 4.02(B) (4), to appoint all or any portion of the principal and any accumulated and accrued income of this Trust, except any policies of insurance on the life of the Settlor. Any appointment made under this Subparagraph 4.02(B) (4) may be upon any terms and conditions (including further trusts, the beneficiaries of which are only Settlor's issue and spouses of the Settlor's issue) to or for the benefit of any one or more of the Beneficiary's issue and spouses of the Beneficiary's issue. (5) Upon the death of each Beneficiary, the then- remaining Trust Estate of the separate trust for each Beneficiary shall be divided into separate and equal shares and one such share shall be held by the Trustee, IN FURTHER SEPARATE TRUST, for each of the Beneficiary's children, such children being the Settlor's grandchildren (herein referred to as the "Distributee"), per stirpes. The Trustee shall, during the lifetime of such grandchildren or until the earlier termination of such grandchild's trust, hold each separate trust for the following uses and purposes: (a) During the minority of the Distributee, which Settlor defines as not having attained age twenty-five (25), to pay any part or all of the income to, or for the benefit of, the Distributee, or to accumulate any part or all of the income, which in the sole discretion of the Trustee is determined to be reasonably necessary for the Distributee's needs for health, support, maintenance and education (including vocational, undergraduate, graduate and professional education). Any income not so paid shall be added to the principal of the Trust. To the extent possible, all payments of income shall be paid directly to the third-party for the benefit of the Distributee rather than Distributee. directly to the (b) After the Distributee has attained the age of twenty-five (25) years, to pay all of the income to, or for the benefit of, the Distributee, in such periodic installments as the Trustee and the Distributee shall agree. To the extent possible, all payments of income shall be paid directly to the third party for the benefit of the Distributee rather than directly to the Distributee. (c) To pay to, or for the benefit of, the Distributee at any time or times prior to the termination of the Distributee's separate Trust, such sums from or any part or all of the principal as the Trustee may, in its sole discretion, determine to be reasonably necessary for the Distributee's needs for health, support, maintenance and education (including vocational, undergraduate, graduate and professional education). To the extent possible, all payments of principal shall be paid directly to the third party for the benefit of the Distributee rather than directly to the Distributee. (d) After each Distributee attains age twenty-five (25), each Distributee is hereby granted the power to appoint a maximum amount of the principal of his separate Trust to himself, his estate, or any other individual, in such proportions and upon such terms (in trust or outright gifts) as he deems advisable. The maximum amount which each Distributee may appoint under this paragraph per calendar year, shall be the greater of five thousand ($5,000) dollars, or two and one-half (2.50%) percent of the entire principal of the Distributee's separate Trust. At the end of each calendar year the Distributee's right to appoint the maximum amount shall lapse, if not exercised, and the unused maximum amounts shall not accumulate. This power shall not be exercisable under the Distributee's Will. If the Distributee fails, either in whole or in part, to exercise this power of appointment herein granted, the unappointed principal shall continue in trust and shall be administered in accordance with the terms of this Trust. 6 (e) To pay to, or for the benefit of, the Distributee upon his attaining the age of twenty- seven (27), up to one-third (1/3), cumulatively, of the initial principal of his trust for the purpose of investing in a business, purchasing a home or any other reasonable purpose. (f) To pay to, or for the benefit of, the Distributee, upon his attaining the age of thirty- two (32), up to one-half (1/2), cumulatively, of the remaining principal in his trust. (g) To pay to, or for the benefit of, the Distributee, upon his attaining the age of thirty- seven (37), the entire principal of his trust remaining at that time. (h) Upon the death of a Distributee prior to his thirty-seventh (37th) birthday, the Trustee shall pay the remaining principal, if any, to the predeceased Distributee's then-living issue, or if the Distributee has no such issue, to the Settlor's then-living issue, per stirpes, provided that any distribution to Settlor's issue shall be added to the Beneficiary's separate trust if a trust is then in existence. 4.04. General Withdrawal Power. A. Notwithstanding any other dispositive provisions in this Trust, promptly after the receipt of any property placed into this Trust by Settlor or any other person or persons, or deemed to have been placed into this Trust by Settlor or any other person, Trustee shall give notice, in writing, to Settlor's children, KAREN M. BORGSMILLER, DOUGLAS R. MCNEAL, and ~ MCNEAL MACKEY (and any children of ~A~C¥ C. MCNEAL born or adopted hereafter), of the details of the property received and the respective right of each individual to withdraw from the Trust a share of the property. Each individual shall have the unrestricted right for a period of thirty (30) days from the mailing of the notice by the Trustee, to demand and immediately receive from the Trust a share of the property or, in the Trustee's discretion, an equivalent amount of property from any other Trust principal equal to one (1) divided by the number of then-living individuals named above multiplied by the total value of the property received or deemed to have been received by the Trustee. The right of withdrawal shall be exercised by a written instrument delivered to the Trustee within the thirty (30) day period, along with written acknowledgment of the receipt of the notice. If the right of withdrawal is not exercised within the thirty (30) day period, the right shall lapse. If any of the above-named individuals are minors, then the required notice shall be given to the minor's legal or natural guardian 7 (other than the Settlor). The minor's legal or natural ~uardian shall have the right to exercise the right of withdrawal, by a written instrument and acknowledgment of receipt of notice sighted by the minor's legal or natural ~uardian, on behalf of the minor. The thirty (30) day period wherein the right of withdrawal may be exercised will not be affected if all or a portion of the time period extends into the Trust's taxable years succeeding the taxable year wherein the property was received by the Trustee. B. The maximum amount receivable under this provision by each of the above-named individuals shall be the greater of: (i) $5,000 per calendar year, or (ii) five (5%) percent per calendar year of the market value of the principal of this Trust (not reduced by any income taxes chargeable to principal) determined on the date the property was received or deemed to have been received by the Trustee. Each individual's claim may be satisfied out of the entire trust estate. C. In satisfying the right of an individual to demand distribution of trust property in accordance with this provision, Trustee is granted broad discretionary powers. Trustee is specifically authorized to borrow money from any source, including but not limited to the cash surrender values of any life insurance policies transferred to this Trust, to sell trust assets, to surrender or otherwise dispose of any life insurance policies or other property transferred to this Trust, and to take any other action that may be necessary and appropriate to assure that the right to demand distribution will be satisfied in a timely and expedient manner. D. The Settlor or any other person who adds or is deemed to have added any property to the Trust has. the right, by giving written notice to the Trustee, to exclude any individual who has been given a power of withdrawal from exercising the power, but only as to property added, or deemed to have been added, after the date on which the notice is received by the Trustee. E. Any unexercised right of an individual remaining at his or her death shall terminate at that time. Any unexercised right of an individual remaining at his or her death shall not be exercisable under his or her Last Will And Testament or otherwise. 4.05. Continqent Marital Deduction. Notwithstanding anything to the contrary herein contained, in the event that Settlor is married and Settlor's spouse survives Settlor and in the further event that any part of the principal of this Trust is includable in Settlor's gross estate for federal estate tax purposes, and if in such circumstances the value of the property qualifying for the marital deduction under the Settlor's Last Will and Testament or otherwise, totals less than (a) the amount which is exactly sufficient to reduce the federal estate tax falling due because of the Settlor's death to the lowest possible figure, less (b) the value of all interests in property, if any, which pass or have passed to Settlor's spouse or in trust for her benefit otherwise than under this Trust, but only to the extent that such interests are for the purpose of federal estate tax included in determining Settlor's gross estate and are finally allowed as marital deduction in computing said tax; then such portion of the principal of this Trust as may be necessary to make up the difference, so that the marital deduction will be an amount equal to the amount which is exactly sufficient to reduce the federal estate tax falling due because of Settlor's death to the lowest possible figure, shall be paid to the Settlor's spouse. ARTICLE V. POWERS OF TRUSTEE 5.01. Nanaqement of the Trust. (A) Settlor's Dower to direct investments. NA/~CY C. NC~-EAL shall have the power in a fiduciary capacity to direct the Trustee to purchase, sell, exchange, or otherwise acquire or dispose of assets other than any life insurance policy. In the case of a variable life insurance policy, NANCY C. NC~-EAL shall have the power in a fiduciary capacity to direct the investment of the cash value of the policy among the investment fund options provided in the policy; but not to exercise any other option, benefit, right and privilege of an owner of such insurance. During the Settlor's lifetime, the Trustee shall not exercise any of the Trustee's powers over these matters without receiving written directions from the Settlor. During the Settlor's lifetime and unless the foregoing powers have been relinquished, the Trustee shall have no duty to review investments or to suggest investments and shall not be liable to any beneficiary of this trust or any heir of the Settlor for losses resulting from such investments or from failure to make investments while the Settlor retains these powers. NANCY C. NCNEAL may release her power to control trust investments by written instrument delivered to the Trustee and may reassume the power at any time be written instrument delivered to the Trustee. If NANCY C. NCNEAL dies or the Trustee received certificates of two state licensed physicians that NANCY C. NCNEAL cannot exercise any of these powers, NANCY C. MCNEAL shall be deemed to have released the powers and the Trustee shall have full power to take any such action. NANCY C. NCNEAL shall be deemed to have reassumed the powers if the Trustee receives certificates from two licensed physicians that NANCY C. MCNEAL has recovered the ability to exercise the powers. The Settlor acting under this clause shall be deemed to have waived the doctor-patient privilege to the extent necessary to 9 implement this clause. Any person may transact business with the Trustee without inquiring whether the Settlor has directed the action and without inquiring whether the Settlor has relinquished or become unable to exercise the power. (B) IncorDoration of Uniform Prudent Investor Act. The Trustee shall be subject to the Uniform Prudent Investor Act (the "UPIA) as if the UPIA had been enacted in the Commonwealth of Pennsylvania in the form promulgated by the Commission on the Uniform State Laws in its exercise if any power to manage and invest the assets of the trust. The Settlor desires that the Trustee, consistent with the standards of the UPIA, continuously assess the appropriate investment risk tolerance of the trust beneficiaries, and then invest the trust assets seeking the maximum total return at that level of risk. The Settlor believes, consistent with modern portfolio theory, that the trust total investment return will be determined primarily by the trust's asset allocation; not market timing or active management in security selection. The Settlor believes that the trust should diversify its investments both assets classes and individual securities - to avoid uncompensated risk. The Settlor does not intend to prohibit the Trustee from engaging in active management of trust assets where the Trustee reasonable believes active management can aid in achieving the desired balance between risk and return. (C) Creation of Investment Policy Statement. The Settlor directs that any Trustee other than the Settlor, in managing and investing the assets of the trust estate, establish, in writing, an appropriate investment policy statement. The investment policy statement shall be reviewed and updated at least annually. (D) EmDloyment of Investment Counsel. The Trustee may retain professional investment counsel of the Trustee's choice; provided, however, a counsel so selected shall be either registered as an investment adviser with the U.S. Securities and Exchange Commission or a state chartered or national bank with fiduciary powers. If investment counsel is retained, the Trustee shall abide by the counsel's decision but shall not be held liable or otherwise surcharged for losses directly attributable to investments made on the investment counsel's advise. While the Trustee retains investment counsel, the Trustee shall not be required to review trust investments or take action on trust investments unless the Trustee receives written instructions from 10 investment counsel. The Trustee shall have the power exercisable in the Trustee's discretion to discharge such investment counsel and to employ other counsel or to administer the trust without such counsel. Consistent with the standards of the UPIA, the Trustee shall have the responsibility to prudently select any investment counsel, to periodically review the performance of any investment counsel and to take appropriate action if apprised of facts clearly indicating that counsel is not performing competently. (E) Nonliability of Settlor for Directed Investments. The Settlor shall not be liable to any beneficiary or to any heir for the Settlor's acts or failure to act, except for willful misconduct or gross negligence, in directing the investments of the trust. 5.02. General Powers. In addition to such other powers and duties as may have been granted elsewhere in this Trust, but subject to any limitations contained elsewhere in this Trust, the Trustee shall have the following powers and duties: (A) In the management, care and disposition of this Trust, the Trustee shall have the power to do all things and to execute such deeds, instruments, and other documents as may be deemed necessary and proper, including the following powers, all of which may be exercised without order of or report to any court: (1) To sell, exchange, or otherwise dispose of any property at any time held or acquired hereunder, at public or private sale, for cash or on terms, without advertisement, including the right to lease for any term notwithstanding the period of the Trust, and to grant options, including an option for a period beyond the duration of the Trust. (2) To invest and reinvest all or any part of the Trust Estate in any common or preferred stocks, shares of investment trusts and investment companies, bonds, debentures, mortgages, deeds of trust, mortgage participations, notes, real estate, or other property the Trustee, in the Trustee's discretion, selects in the manner that, under the circumstances then prevailing (specifically including, but not limited to, the general economic conditions and the anticipated needs of the Trust and its beneficiaries), persons of skill, prudence, and diligence, acting in a similar capacity and familiar with those matters would use in the conduct of an enterprise of similar character and similar aims, to attain the Settlor's goals under this trust agreement. 11 (3) To retain for investment any property deposited with the Trustee hereunder. (4) To vote in person or by proxy any corporate stock or other security and to agree to or take any other action in regard to any reorganization, merger, consolidation, liquidation, bankruptcy or other procedure or proceedings affecting any stock, bond, note or other security held by this Trust. (5) To use lawyers, real estate brokers, accountants and any other agents, if such employment is deemed necessary or desirable, and to pay reasonable compensation for their services. (6) To compromise, settle or adjust any claim or demand by or against the Trust and to agree to any rescission or modification of any contact or agreement affecting the Trust. (7) To renew any indebtedness, as well as to borrow money, and to secure the same by mortgaging, pledging or conveying any property of the Trust, including the power to borrow from the Trustee (in the Trustee's individual capacity) at a reasonable rate of interest. (8) To retain any business interest transferred to the trustee, as shareholder, security holder, creditor, partner or otherwise, for any period of time whatsoever, even though the interest may constitute all or a large portion of the trust principal; to comply with the provisions of any agreement restricting transfer of the interest; to participate in the conduct of the related business or rely upon others to do so, and to take or delegate to others discretionary power to take any action with respect to its management and affairs which an individual could take as outright owner of the business or the business interest, including the voting of stock (by separate trust or otherwise regardless of whether that separate trust will extend for a term within or beyond the term of the trust) and the determination of all questions of policy; to execute and amend partnership agreements; to participate in any incorporation, reorganization, merger, consolidation, sale of assets, recapitalization, liquidation or dissolution of the business, or any change in its nature, or in any buy-sell, stock restriction, or stock redemption agreements; to invest in additional stock or securities of, or make secured, unsecured, or subordinated loans to, the business with trust funds; to take all appropriate actions to prevent identify, or respond to actual or threatened violations of any environmental law or regulation thereunder; to elect or employ with compensation, as directors, officers, employees, or agents of the business, any persons, including a trustee of 12 any trust held under this instrument, or any director, officer, employee, or agent of a corporate trustee of any trust held under this instrument, without adversely affecting the compensation to which that trustee would otherwise be entitled; to rely upon reports of certified public accountants as to the operations and financial condition of the business, without independent investigation; to deal with and act for the business in any capacity (including in the case of a corporate trustee any banking or trust capacity and the loaning of money out of the trustee's own funds) and to be compensated therefor; and to sell or liquidate the business or any interest in the business. (9) To register any stock, bond or other security in the name of a nominee, without the addition of words indicating that the security is held in a fiduciary capacity, but accurate records shall be maintained showing that the stock, bond or other security is a trust asset and the Trustee shall be responsible for the acts of the nominee. (10) To merge this Trust with any other trust created in my Will or otherwise, with similar provisions and purposes and the same beneficiary or beneficiaries, but only to the extent that the merger of the trusts will not cause the imposition of gift tax or generation-skipping tax, federal or otherwise. (11) To set aside as a separate trust, to be held and administered upon the same terms as those governing the remaining trust property, any interests in property, for any reason, including but not limited to a concern that such property could cause potential liability under any federal, state, or local environmental law. (B) Whenever the Trustee is directed to distribute any trust principal in fee simple to a person who is then under twenty-five (25) years of age, the Trustee shall be authorized to hold the property in trust for the person until he becomes twenty-five (25) years of age, and in the meantime shall use a part of the income and the principal of the trust as the Trustee may deem necessary to provide for the proper support and education of the person in the standard of living to which he has become accustomed. If the person should die before becoming twenty-five (25) years of age, the property then remaining in trust shall be distributed to the personal representative of the person's estate. (C) In making distributions from the Trust to or for the benefit of any minor or other person under a legal disability, the Trustee need not require the appointment of a guardian, but shall be authorized to pay or deliver the distribution to the custodian of the person, to pay or deliver the distribution to the person without the intervention of a guardian, to pay or deliver the 13 distribution to the legal guardian of the person if a guardian has already been appointed, or to use the distribution for the benefit of the person. (D) In the distribution of the Trust and any division into separate trusts and shares, the Trustee shall be authorized to make the distribution and division in money or in kind or in both, regardless of the basis for income tax purposes of any property distributed or divided in kind, and the distribution and division made and the values established by the Trustee shall be binding and conclusive on all persons taking hereunder. The Trustee may in making the distribution or division allot undivided interests in the same property to several trusts or shares. (E) If at any time after Settlor's death the total fair market value of the assets of any trust established or to be established hereunder is so small that the Trustee's annual fee for administering the trust would be equal to or less that the minimum annual fee set forth in the Trustee's regularly published fee schedule, then the Trustee, in its discretion, shall be authorized to terminate the trust or to decide not to establish the trust, and in that event the property then held in or to be distributed to the trust shall be distributed to the persons who are then or would be entitled to the income of the trust. If the amount of income to be received by the persons is to be determined in the discretion of the Trustee, then the Trustee shall distribute the property among the persons to whom the Trustee is authorized to distribute income, in such proportions, as the Trustee in its discretion shall determine. (F) The Trustee shall be authorized to lend or borrow, including the right to lend to or borrow from the Settlor's estate, the estate of Settlor's spouse, or any trust created by Settlor or Settlor's spouse during life or by will, at an adequate rate of interest and with adequate security and upon such terms and conditions as the Trustee shall deem fair and equitable, even though the same person or corporation may be acting as executor of Settlor's estate or the estate of Settlor's spouse or as trustee of any other such trusts and as the Trustee of this Trust. (G) The Trustee shall be authorized to sell or purchase, at the fair market value as determined by the Trustee, any property to or from the Settlor's estate, the estate of Settlor's spouse, or any trust created by Settlor or Settlor's spouse during life or by will, even though the same person or corporation may be acting as executor of Settlor's estate or the estate of Settlor's spouse or as trustee of any other such trusts and as the Trustee of this Trust. (~) The Trustee shall have discretion to determine whether items should be charged or credited to income or principal or 14 allocated between income and principal as the Trustee may deem equitable and fair under all the circumstances, including the power to amortize or fail to amortize any part or all of any premium or discount, to treat any part or all of the profit resulting from the maturity or sale of any asset, whether purchased at a premium or at a discount, as income or principal or apportion the same between income and principal, to apportion the sales price of any asset between income and principal, to treat any dividend or other distribution on any investment as income or principal or to apportion the same between income or principal, to charge any expense against income or principal or apportion the same, and to provide or fail to provide a reasonable reserve against depreciation or obsolescence on any asset subject to depreciation or obsolescence, all as the Trustee may reasonably deem equitable and just under all of the circumstances. (I) The Trustee is hereby purchase any insurance policies, insurance, as it deems appropriate. authorized and empowered to including property or life 5.03. Votinq by Trustee. When the authority and powers under this Trust are vested in two (2) or more Trustees or Co- Trustees, the authority and powers are to be held jointly or individually by the Trustees or Co-Trustees. The action of only one Trustee on behalf of the Trust may be (but need not be) validated by a subsequent ratification of the act by a majority of the Trustees or Co-Trustees. 5.04. Trustees Power to Deal with Environmental Hazards. The Trustee shall have the power to use and expend the trust income and principal to (i) conduct environmental assessments, audits, and site monitoring to determine compliance with any environmental law or regulation thereunder; (ii) take all appropriate remedial action to contain, clean up or remove any environmental hazard including a spill, release, discharge or contamination, either on its own accord or in response to an actual or threatened violation of any environmental law or regulation thereunder; (iii) institute legal proceedings concerning environmental hazards or contest or settle legal proceedings brought by any local, state, or federal agency concerned with environmental compliance, or by a private litigant; (iv) comply with any local, state or federal agency order or court order directing an assessment, abatement or cleanup of any environmental hazards; and (v) employ agents, consultants and legal counsel to assist or perform the above undertakings or actions. Any expenses incurred by the trustee under this paragraph may be charged against income or principal as the trustee shall determine. ARTICLE VI. SPENDTHRIFT PROVISION 6.01. General Provision. No beneficiary shall have the power to anticipate, encumber or transfer his interest in the Trust 15 in any manner other than by the valid exercise of a Power of Appointment. No part of the Trust shall be liable for or charged with any debts, contracts, liabilities or torts of a beneficiary or subject to seizure or other process by any creditor of a beneficiary. ARTICLE VII. CONSTRUCTION OF TRUST 7.01. Choice of Law. This Trust shall be administered and interpreted in accordance with the laws of the Commonwealth of Pennsylvania. 7.02. Code. Unless otherwise stated, all references in this Trust to section and chapter numbers are to those of the Internal Revenue Code of 1986, as amended, or corresponding provisions of any subsequent federal tax laws applicable to this Trust. 7.03. Other Terms. Unless the context otherwise requires, the use of one or more genders in the text includes all other genders, and the use of either the singular or the plural in the text includes both the singular and the plural. 7.04. Captions. The captions set forth in this Agreement at the beginning of the various divisions hereof are for convenience of reference only and shall not be deemed to define or limit the provisions hereof or to affect in any way their construction and application. 7.05. Situs of Trust. The Trust shall have its legal situs in Cumberland County, Pennsylvania. ARTICLE VIII. COMPENSATION OF TRUSTEE AND APPOINTMENT OF SUCCESSOR TRUSTEE 8.01. Compensation. The Trustee shall receive as its compensation for the services performed hereunder that sum of money, based on an hourly charge or percentage rate, which the Trustee normally and customarily charges for performing similar services during the time which it performs these services. 8.02. Removal of Trustee. Settlor may remove the Trustee, at any time or times, with or without cause, upon thirty (30) days' written notice given to the current Trustee. Upon the death of the Settlor, a majority of the current beneficiaries may remove the Trustee, at any time or times, with or without cause, upon thirty (30) days' written notice given to the Trustee. Upon the removal of the Trustee, a successor Trustee shall be appointed in accordance with the terms set forth in Paragraph 8.03. 16 8.03. Appointment of Successor Trustee. The Trustee may resign at any time upon thirty (30) days' written notice given to the Settlor if Settlor is living, or in the event of Settlor's death, upon thirty (30) days' written notice given to the current beneficiary or beneficiaries (including a beneficiary's natural or legal 9uardian or legal representative), hereunder. Upon the death, resignation, removal or incapacity of the Trustee, a successor trustee may be appointed by the Settlor during Settlor's lifetime, or, after Settlor's death, by a majority of the current beneficiaries. The Settlor prohibits the appointment of the' Settlor as Trustee, and any attempt to appoint the Settlor as Trustee shall be without authority under this trust agreement. Any successor trustee shall be a financially sound and competent corporate trustee. Any successor trustee thus appointed, or, if the Trustee shall merge with or be consolidated with another corporate fiduciary, then such corporate fiduciary, shall succeed to all the duties and to all the powers, including discretionary powers, herein granted to the Trustee. 8.04 Exoneration of Trustee. No Trustee shall be liable for any loss or depreciation in value sustained by the Trust as a result of the Trustee retaining any property upon which there is later discovered to by hazardous materials or substances requiring remedial action pursuant to any federal, state, or local environmental law, unless the Trustee contributed to the loss or depreciation in value through willful default, willful misconduct, or gross negligence. 8.05 Indemnification of Trustee Upon Distribution. Notwithstanding any contrary provision in this Trust Agreement, the Trustee may withhold a distribution to a beneficiary until receiving from the beneficiary an indemnification an agreement in which the beneficiary agrees to indemnify the Trustee against any claims filed against the Trustee as an "owner" or "operator" under the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as from time to time amended, or any regulation thereunder. ARTICLE IX. PERPETUITIES CLAUSE 9.01. General Provision. Notwithstanding anything to the contrary in this Trust, each disposition Settlor has made here, legal or equitable, to the extent it can be referred in its postponement of becoming a vested interest to a duration measured by some life or lives in being at the time of Settlor's death is definitely to vest in interest, although not necessarily in possession, not later that twenty-one (21) years after such lives (and any period of gestation involved); or, to the extent it cannot be referred in any such postponement to such lives, is to so vest not later than twenty-one (21) years from the time of Settlor's death. 17 IN WITNESS W~EREOF, the Settlor and Trustee have hereunto set their h~ds and seals as of the day and year first above written. COMIC ~WEALT~ OF PENNSYLVANIA : : COUNTY OF CU~BERL~ : NANCY C~ MCNEAL, SETTLOR (SEAL) SS: On this, the // day of JANUARY, 1998, before me, a Notary Public, the undersigned officer, personally appeared NANCY C. MCNEAL, known to me (or satisfactorily proven) to be the person whose name is subscribed to the within Trust Agreement, and acknowledged that he executed the same for the purposes therein contained. IN WITNESS W~EREOF, I have set my hand and official Seal. ~t~ry Public My Co~Lission Expires: Notarial Seal Janet C. Naclerio. Notarv Public Lemovne Boro, CumberJar~d ' My Commission Expires Aoril 19, ~ 5 Member. Pennsylvania Assoda~ion ot i'.,~ ...... s The foregoing Trust Agreement was delivered, and is hereby accepted, at Lemoyne, Pennsylvania, on JANUARY~O~, 1998. ATTEST: PENNSYLVANIA FIDUCIARY AND ESTATE SERVICES, INC., TRUSTEE "' KI-MBERLY~ ART~UR-TR~SSLER, VICE-PR~SIDF2qT AlqD TRUST MA/~AGER 18 SCHEDULE "A" SCHEDULE REFERRED TO IN THE A/qlg~XED TRUST AGREF2~ENT DATED: JANUARY ~, 1998 FROM NA/~C¥ C. MCNEAL, SETTLOR TO PEB-NSYLVA/~IA FIDUCIARY A~D ESTATE SERVICES, INC., TRUSTEE Property Description: 19 IN RE: THE NANCY C. McNEAL FAMILY TRUST IN THE COURT OF COMMON PLEAS CUMBERLAND COUNTY, PENNSYLVANIA ORPHANS' COURT DIVISION NO. SETTLOR, TRUSTEE AND BENEFICIARIES' AGREEMENT AND CONSENT TO REFORM TRUST THIS AGREEMENT AND CONSENT is made by and between NANCY C. McNEAL, now of 145 Deer Ford Drive, Lancaster, Lancaster County, Pennsylvania 17601 (hereinafter "Settlor"); COMMUNITY TRUST COMPANY, now of 3907 Market Street, Camp Hill, Pennsylvania 17011 (hereinafter "Current Trustee"); NANCY C. McNEAL, now of R.D. #5, Box 179, Indiana, Pennsylvania 15701 (hereinafter "Income Beneficiary"); KAREN M. BORGSMILLER, now of 10230 Royal Saint Andrews Place, Ijamsville, Maryland 21754, DOUGLAS R. McNEAL, now of 133 Fulbright Road, Stony Point, North Carolina 28678, and AMY McNEAL MACKEY, now of 1404 Limekiln Pike, Dresher, Pennsylvania 19025 (hereina~er "Remainder Beneficiaries"). RECITALS: WHEREAS, the Remainder Beneficiaries are the children of the Settlor; WHEREAS, during the lifetime of the Settlor, the inter vivos trust agreement known as the "THE NANCY C. McNEAL FAMILY TRUST" dated January 19, 1998, was established by and between the Settlor, and the Current Trustee (hereinafter "the Trust"); WHEREAS, pursuant to Article IV of the Trust, following the death of the Settlor the Trust residue is to be held in further trust (hereinafter "the Sub-Trust") to provide the net income equally divisible among the Remainder Beneficiaries; WHEREAS, pursuant to Article IV of the Trust, following the deaths of the Remainder Beneficiaries, the remaining Sub-Trust residue is divisible among the then-living issue of the Remainder Beneficiaries, per stirpes; WHEREAS, pursuant to Article VIII of the Trust, the Current Trustee shall have the right to resign at any time; WItEREAS, pursuant to Article VIII of the Trust, the successor trustee is required to be a financially sound and competent corporate trustee. WItEREAS, pursuant to Article II of the Trust, the Trust is irrevocable; WI-IEREAS, the Current Trustee, the Settlor, the Income Beneficiary, and the Remainder Beneficiaries desire to reform the trust as follows: (A) Paragraph 4.02(B) shall be deleted in its entirety and replaced with the following language: "Upon the death of Settlor, the Trust shall terminate, and the then-remaining trust estate shall be divided into equal shares and distributed outfight, with one such share going to each of Settlor's children, KAREN M. BORGSMILLER, DOUGLAS R. McNEAL, and AMY McNEAL MACKEY, per stirpes. If any of Settlor's children predecease the termination of this trust, then and in such event, the predeceased child's share shall be divided into separate and equal shares and one such share shall be HELD IN FURTHER SEPARATE TRUST for each of the then- living issue (herein referred to as "Distributee") of the predeceased child for the following uses and purposes: (1) During the minority of the Distributee, which Settlor defines as not having attained age twenty-five (25), to pay any part or all of the 2 income to, or for the benefit of, the Distributee, or to accumulate any part or all of the income, which in the sole discretion of the Trustee is determined to be reasonably necessary for the Distributee's needs for health, support, maintenance and education (including vocational, undergraduate, graduate and professional education). Any income not so paid shall be added to the principal of the Trust. To the extent possible, all payments of income shall be paid directly to the third-party for the benefit of the Distributee rather than directly to the Distributee. (2) After the Distributee has attained the age of twenty- five (25) years, to distribute all of the then-remaining trust estate to the Distributee. (3) Upon the death of a Distributee prior to his twenty- fifth (25th) birthday, the Trustee shall pay the remaining principal, if any, to the predeceased Distributee's then-living issue, or if the Distributee has no such issue, to the Settlor's then-living issue, per stirpes, provided that any distribution to Settlor's issue shall be added to the Beneficiary's separate trust ifa trust is then in existence. If any of Settlor's children predecease the termination of this Trust without leaving issue, then and in such event, the predeceased child's share shall be distributed to the predeceased child's spouse, if the predeceased child was married at the termination of the Trust. If any of Settlor's children predecease the termination of this Trust without leaving issue and without a spouse, then and in such event, the predeceased child's share shall be distributed to Settlor's issue, per stirpes." (B) Paragraph 4.05 shall be deleted in its entirety. (C) Paragraph 8.03 shall be deleted in its entirety and replaced with the following language: "Appointment of Successor Trustee. The Trustee may resign at any time upon thirty (30) days' written notice given to the Settlor if Settlor is living, or in the event of Settlor's death, upon thirty (30) days' written notice given to the current beneficiary or beneficiaries (including a beneficiary's natural or legal guardian or legal representative), hereunder. Upon the death, resignation, removal or incapacity of the Trustee, a successor trustee may be appointed by the Settlor during Settlor's lifetime, or, after the Settlor's death, by a majority of the current beneficiaries. The Settlor prohibits the appointment of the Settlor as Trustee, and any attempt to appoint the Settlor as Trustee shall be without authority under this trust agreement. The first Successor Trustee shall be DOUGLAS R. MeNEAL. Any successor trustee thus appointed, or, if the Trustee shall merge with or be consolidated with another corporate fiduciary, then such corporate fiduciary shall succeed to all the duties and to all the powers, including discretionary powers, herein granted to the trustee."; WHEREAS, the Current Trustee, the Settlor, the Income Beneficiary, and the Remainder Beneficiaries consent to a Petition being filed in the Cumberland County Court of Common Pleas seeking a Court Order to make the designated changes; WHEREAS, rather than incur additional costs and delay, the Settlor, the Current Trustee, the Income Beneficiary, and the Remainder Beneficiaries, each desire to waive claims of liability in the administration of the Trust through the date of the execution of this Agreement; WHEREAS, rather than incur additional costs and delay, the Settlor, the Current Trustee, the Income Beneficiary, and the Remainder Beneficiaries, each waive an accounting of the administration of the Trust through the transfer of the Trust to the Successor Trustee; WHEREAS, rather than incur additional costs and delay, the Settlor, the Current Trustee, the Income Beneficiary, and the Remainder Beneficiaries, each desire to waive opportunity of notice or demand on assets now or formerly held by the Trust; NOW, THEREFORE, KNOW ALL MEN BY THESE PRESENTS that for good and valuable consideration, the parties hereto agree as follows: 1. The foregoing recitals are incorporated herein by reference and form an integral part of this Agreement. 2. The asset(s) listed under Exhibit "A" attached hereto is/are the sole asset(s) of the Trust. 3. The Settlor, the Current Trustee, the Income Beneficiary, and the Remainder Beneficiaries, hereby consent to and authorize the Court of Common Pleas of Cumberland County to reform the Trust as stated herein. 4. The parties hereto forever release the Current Trustee, and shall hold Current Trustee harmless, from any and all claims arising from or in connection with its administration of the Trust or Sub-Trust. 5. The parties hereto forever release the Successor Trustee, and shall hold Successor Trustee harmless, from any and all claims arising from or in connection with its administration of the Trust or Sub-Trust by the Current Trustee. 6. The parties hereto forever waive the fights to an accounting, demand or claim against the Current Trustee or the Successor Trustee for the administration of the Trust by the Current Trustee. 7. This Agreement shall be submitted to the Cumberland County Court of Common Pleas, Orphans' Court Division, or to any other court having jurisdiction of the Trust, for approval and/or enforcement of the terms stated herein, and each of the parties hereto consents to such court approval and enforcement of this Agreement. 8. Each of the individual parties is an adult having executed the within agreement as permitted under 20 Pa. C.S.A. §§5101 and 5102. 9. None of the individual parties is under any legal disability. 10. This Agreement shall be binding upon, and inure to the benefit of, the parties hereto and their respective heirs, representatives, successors and assigns. 11. This Agreement shall be construed in accordance with the laws of the Commonwealth of Pennsylvania. 5 12. This Agreement maybe signed in several counterparts, each of which shall constitute an original hereof. IN WITNESS WHEREOF, and intending to be legally bound hereby, the parties hereto have hereunto set their hands and seals the day, month and year written below. SETTLOR NANCY C. ,.~IcNEAL Dated: ~¥~/1~/6 t/ t CURRENT TRUSTEE ATTEST: WITNESS: COMMUNITY TRUST COMPANY EL, ti., President & CEO Dated: INCOME BENEFICIARY Dated: REMAINDER BENEFICIARIES WITNESS: ~AREN M. ~OR(~sMILLER Dated: 811~/~ WITNESS: DOI~LAS R. MeNEA~ Dated: WITNESS: AMY McNEAL MACKEY Dated: ~/ Icl Exhibit "A"~ STOCKS COMMON STOCKS 1. METLIFE INC TOTAL STOCKS REPORT OF ASSETS COMMUNITY TRUST COMPANY, TRUSTEE OF THE NANCY C. MCNEAL FAMILY TRUST DATED: 01/19/98 ACCOUNT 2120118 AS OF 11/17/2004 Market Value Units Price 11/17/2004 110 38.35OO 4,218.50 4,218.5O Book Value 0.00 0.00 PAGE MISCELLANEOUS OTHER INVESTMENTS 2. LINCOLN BENEFIT FLEX PREM VARIABLE LIFE INSURANCE POLICY POLICY #LV618624 3. MASSACHUSETTS MUTUAL LIFE INS POL 7348087 TOTAL MISCELLANEOUS 1 26,888.5300 26,888.53 33,354.00 1 23,838.1100 23,838.11 4,738.78 50,726.64 38,092.78 TOTALINVESTMENTS *INCOME CASH ON HAND *PRINCIPAL CASH ON HAND TOTAL ASSETS 54,945.14 97.46 0.00 55,042.60 38,O92.78 97.46 0.00 38,190.24 TOTAL CASH: 97.46 * Income and principal cash are held in FEDERATED GOV'T OBLIGATIONS FD #395 Interest rate as of 11/16/04 is 1.5207 percent. IN RE: THE NANCY C. McNEAL FAMILY TRUST IN THE COURT OF COMMON PLEAS CUMBERLAND COUNTY, PENNSYLVANIA ORPHANS' COURT DIVISION NO. CERTIFICATE OF SERVICE I, Lowell R. Gates, Esquire, of the law firm of Gates, Halbruner & Hatch, P.C., hereby certify that I served a true and correct copy of the foregoing Petition by First Class United States mail, postage prepaid, to the following individuals: Nancy C. McNeal 145 Deer Ford Drive Lancaster, PA 17601 Amy McNeal Mackey 1404 Limekiln Pike Dresher, PA 19025 Susan A. Russell, President Community Trust Company 3907 Market Street Camp Hill, PA 17011 Douglas R. McNeal 133 Fulbright Road Stony Point, NC 28678 Karen M. Borgsmiller 10230 Royal Saint Andrews Place Ijamsville, MD 21754 Date: November 17, 2004 GATES, J~I]BRUNER & HATCH, P.C. Attor/aey ID No. 46779 10131Mumma Road, Suite 100 Lem~byne, PA 17043 (717) 731-9600 IN RE: THE NANCY C. McNEAL FAMILY TRUST IN THE COURT OF COMMON PLEAS CUMBERLAND COUNTY, PENNSYLVANIA ORPHANS' COURT DIVISION ORDER AND NOW, this 7o ~ day of /Vn~4qr- ,2004, upon consideration of the foregoing Petition for Approval of Agreement and Consent to Reform Trust, and pursuant to 20 Pa.C.S. §711 and §3323, it is hereby ordered that the "Settlor, Trustee and Beneficiaries' Agreement and Consent to Reform Trust" referenced in said petition is approved, and the trust is hereby reformed as set forth in said Petition and Agreement. FOR THE COURT, Lowell R. Gates, Esquire GATES, HALBRUNER & HATCH, PC. 1013 Mumma Road, Suite 100 Lemoyne, PA 17043