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HomeMy WebLinkAbout04-18-13 (2) 1505610105 1500 Ex{o2-�i)IFI)REV- PA Department of Revenue pennsytvania OFFICIAL jtJSE ONLY (gyp DEPARTMENT OF REVENUE Co ty Code Year File Number Bureau of Individual Taxes INHERITANCE TAX RETURN PO BOX 280601 f Harrisburg,PA i 128-o6o1 RESIDENT DECEDENT ! ! ENTER DECEDENT INFORMATION BELOW Social Security Number Date of Death MMDDYYYY Date of Birth MMDDYYYY 01/19/2012 06/28/1926 Decedent's Last Name Suffix Decedent's First Name MI 3 Russell Richard L (If Applicable)Enter Surviving Spouse's Information Below _ Spouse's Last Name Suffix Spouse's First Name MI Russell Linda Spouse's Social Security Number THIS RETURN MUST BE FILED IN DUPLICATE WITH THE 444-38-5706 REGISTER OF WILLS FILL IN APPROPRIATE OVALS BELOW QD 1.Original Return O 2.Supplemental Return C) 3. Remainder Return(Date of Death Prior to 12-13-82) O 4.Limited Estate C=:) 4a.Future Interest Compromise(date of p 5. Federal Estate Tax Return Required death after 12-12-82) CW 6.Decedent Died Testate 4i 7.Decedent Maintained a Living Trust 0 8. Total Number of Safe Deposit Boxes (Attach Copy of Will) (Attach Copy of Trust.) C=:) 9.Litigation Proceeds Received C=:) 10.Spousal Poverty Credit(Date of Death C=:) 11. Election to Tax under Sec.9113(A) Between 12-31-91 and 1-1-95) (Attach Schedule O) CORRESPONDENT- THIS SECTION MUST BE COMPLETED.ALL CORRESPONDENCE AND CONFIDENTIAL TAX INFORMATI HOULD BE DI !ED TO: Name Daytime T@VA!i;he Numbed`' ,fir C 7 . J C1.5 Gerald K. Morrison (717)23 , c R6316 WILt4ISE G fi-Yi"IrI � C� C�► Q J First Line of Address C C"> -4 '� C> .�» 4431 North Front Street _ CID rri Second Line e of Address '" Co Third Floor City or Post Office State ZIP Code DATE FILED Harrisburg PA 17110 Correspondent's e-mail address:gmorrison @saslip.com Under penalties of perjury,I declare that I have examined this return,including accompanying schedules and statements,and to the best of my knowledge and belief, it is true,correct and complete.Declaration of preparer other than the personal representative is based on all information of which preparer has any knowledge. SIGNATUR F PE N R FOR FILING RETURN DATE ADDR SS 74 Gr enwood Circle,Wormleysburg, PA 17043 SI A RE OF RE AR THE T AN REPRESENTATIVE t f t D T ` D SS �t 7/ti 44a North Front St.,Third Floor, Harrisburg, PA 17110 PLEASE USE ORIGINAL FORM ONLY Side 1 1505610105 1505610105 J t 1505610205 REV-1500 EX(Fl) Decedent's Social Security Number ................_......._._............._._..........._.........................., f Decedent's Name., Richard L. Russell RECAPITULATION 1. Real Estate(Schedule A). ............................................ 1. 2. Stocks and Bonds(Schedule B) ....................................... 2.' 3. Closely Held Corporation,Partnership or Sole-Proprietorship(Schedule C) ..... 3. 4. Mortgages and Notes Receivable(Schedule D)........................... 4. 5. Cash,Bank Deposits and Miscellaneous Personal Property(Schedule E)....... 5..'" 6. Jointly Owned Property(Schedule F) C=:) Separate Billing Requested ....... 6. 7. Inter-Vivos Transfers&Miscellaneous Non-Probate Property (Schedule G) O Separate Billing Requested........ 7 3,3861468.47 8. Total Gross Assets(total Lines 1 through 7)............................. 8. 3,386,468.47 9. Funeral Expenses and Administrative Costs(Schedule H)................... 9. 34,832.36 10, Debts of Decedent,Mortgage Liabilities and Liens(Schedule 1).... .......... 10. 11. Total Deductions(total Lines 9 and 10)................................. 11. 34,832.36 12. Net Value of Estate(Line 8 minus Line 11) .............................. 12. 3,351,636.11 13. Charitable and Governmental Bequests/Sec 9113 Trusts for which an election to tax has not been made(Schedule J) ........................ 13. 14. Net Value Subject to Tax(Line 12 minus Line 13) ........................ 14. 0.00 i 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_ 15. 16. Amount of Line 14 taxable at lineal rate X.0- 16. 17. Amount of Line 14 taxable at sibling rate X.12 17. 18. Amount of Line 14 taxable at collateral rate X.15 18. 19. TAX DUE......................................................... 19. 0.00 ..._................................................................................................. 20. FILL IN THE OVAL IF YOU ARE REQUESTING A REFUND OF AN OVERPAYMENT C= Side 2 1505610205 1505610205 REV-1500 EX(Ft) Page 3 File Number Decedent's Complete Address: DECEDENT'S NAME Richard L. Russell STREET ADDRESS 70 Greenwood Circle CITY STATE ZIP Wormleysburg PA 17043 Tax Payments and Credits: 1. Tax Due(Page 2,Line 19) (1) 0.00 2. Credits/Payments A.Prior Payments B.Discount Total Credits(A+B) (2) 3. Interest (3) 4. If Line 2 is greater than Line 1 +Line 3,enter the difference. This is the OVERPAYMENT. Fill in oval on Page 2,Line 20 to request a refund. (4) 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. L' PLEASE ANSWER THE FOLLOWING QUESTIONS BY PLACING AN "X"IN THE APPROPRIATE BLOCKS 1, Did decedent make a transfer and: Yes No a. retain the use or income of the property transferred...............................•,..............,....•..................................... ❑ ❑ b. retain the right to designate who shall use the property transferred or its income .. ❑ s c. retain a reversionary interest...........•......................•.............................•...........•..................... ❑ ❑ d, receive the promise for life of either payments,benefits or care?...................................................................... ❑ ❑ 2. If death occurred after Dec.12,1982,did decedent transfer property within one year of death without receiving adequate consideration?....•..................................•..................,..............................................•.... ❑ 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 containsa 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. IN .:...:..........,r�_...,F?a........>. .....:..>,,.. .,.,..,,>:.: ..,..,✓-:-'.......... ::.,. .....,,.. xx ,.<.. «..., _,,...,zc*' ..... .1.�...,n., ....,.,,... :........,....,r.....,,,...«,.. ..,.,. ..., .,.. ...,.,..., ....,w. .,...,.... .a E...,„n.r. ,',v.w......„>#?;,u. 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)(i)]. 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[72 P.S.§9116(a)(1.2)]. • The tax rate imposed on the net value of transfers to or for the use of the decedent's lineal beneficiaries is 4.5 percent,except as noted in[72 P.S.§9116(x)(1}]• • The tax rate imposed on the net value of transfers to or for the use of the decedent's siblings is 12 percent[72 P.S.§9116(a)(1.3)]•A sibling is defined, under Section 9102,as an individual who has at least one parent in common with the decedent,whether by blood or adoption. REV-1510 EX+(08-09) penlnsylvania SCHEDULE G s DEPARTMENT OF REVENUE INTER-VIVOS TRANSFERS AND INHERITANCE TAX RETURN MISC. NON-PROBATE PROPERTY RESIDENT DECEDENT ESTATE OF FILE NUMBER Richard L. Russell atkla Richard Lee Russell 2012-01067 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. DESCRIPTION OF PROPERTY ITEM INCLUDE THE NAME OF THE TRANSFEREE,THEIR RELATIONSHIP TO DECEDENT AND DATE OF DEATH °%o OF DECO'S EXCLUSION TAXABLE NUMBER THE DATE OF TRANSFER.ATTACH A COPY OF THE DEED FOR REAL ESTATE. VALUE OF ASSET INTEREST (IF APPLICABLE) VALUE 1 SEE ATTACHED TOTAL(Also enter on Line 7,Recapitulation) $ 0.00 If more space is needed,use additional sheets of paper of the same size, 9 i s SCHEDULE G INTER-VIVOS TRANSFERS AND MISC. NON PROBATE PROPERTY ESTATE OF RICHARD L. RUSSELL a/k/a RICHARD LEE RUSSELL FILE NUMBER: 2012-01067 1. Description: Richard Russell Joint RMA Account UBS RNIA account 43BOI 194. Decedent owned a Joint Account with Right of Survivorship with his wife. The full value of the account is included in his Estate. Date of Death Value: $ 469,386.59 %of Decedent's Interest: 100% Exclusion: $ 469,386.59 Taxable Value: -0- `4 2. Description: Richard L. Russell Trust Dated May 10, 1995 - Real Property located at 74 Greenwood Circle, Wormleysburg, PA 17043 Valued at the tax assessed value of the property. Property was transferred into the Trust in 2007. Date of Death Value: $ 393,000.00 %of Decedent's Interest: 100% Exclusion: $ 393,000.00 Taxable Value: -0- 3. Richard Russell Individual Retirement Account("IRA") The surviving spouse was the Designated Beneficiary on the IRA's numbered 3- 13 but elected to disclaim her interests into a family trust established for her benefit. UBS Account 43B01196 Date of Death Value: $ 4401,664.70 % of Decedent's Interest: 100% Exclusion: $ 440,664.70 Taxable Value: -0- 4. Richard Russell Individual Retirement Account("IRA.") Treated consistently with Item 3. UBS Account#31301197 Date of Death Value: $ 2545401.74 %of Decedent's Interest: 100% Exclusion: $ 254,401.74 Taxable Value: -0- y 3 { 10. Richard Russell Individual Retirement Account("IRA") Treated consistently with Item 3. UBS Account#31101200 Date of Death Value: $ 150,392.26 %of Decedent's Interest: 100% Exclusion: $ 150,392.26 Taxable Value: -0- 11. Richard Russell Individual Retirement Account("IRA") Treated consistently with Item 3. UBS Account#3802834 Date of Death Value: $ 2505000.00 3 %of Decedent's Interest: 100% Exclusion: $ 250,000.00 Taxable Value: -0- 12. Richard Russell Individual Retirement Account("IRA") Treated consistently with Item 3. UBS Account#3801199 Date of Death Value: $ 1199691.33 %of Decedent's Interest: 100% Exclusion: $ 119,691.33 Taxable Value: -0- 13. Richard Russell Individual Retirement Account("IRA") Treated consistently with Item 3. UBS Account#3B02838 Date of Death Value: $ 100,000.00 %of Decedent's Interest: 100% Exclusion: $ 100,000.00 Taxable Value: -0- i 14. Richard Russell Individual Retirement Account("IRA") Morgan Stanley Smith Barney Account#628-6K235-13 026 Date of Death Value: $ 845422.85 %of Decedent's Interest: 100% Exclusion: $ 84,422.85 Taxable Value: -0- TOTAL: $ 3,3869468.47 I I II��IIII�IA 5. Richard Russell Individual Retirement Account("IRA") Treated consistently with Item 3. UBS Account#31302835 Date of Death Value: $ 250,000.00 } %of Decedent's Interest: 100% { Exclusion: $ 250,000.00 Taxable Value: -0- 6. Richard Russell Individual Retirement Account("IRA") Treated consistently with Item 3. UBS Account#3B02839 Date of Death Value: $ 250,000.00 %of Decedent's Interest: 100% Exclusion: $ 2505000.00 Taxable Value: -0- 7. Richard Russell Individual Retirement Account("IRA") Treated consistently with Item 3. UBS Account#31302837 Date of Death Value: $ 250,000.00 %of Decedent's Interest: 100% Exclusion: $ 250,000.00 3 Taxable Value: -0- } 8. Richard Russell Individual Retirement Account("IRA") Treated consistently with Item 3. 3 UBS Account#3B02836 Date of Death Value: $ 2209000.00 %of Decedent's Interest: 100% Exclusion: $ 2209000.00 Taxable Value: -0- 9. Richard Russell Individual Retirement Account("IRA") Treated consistently with Item 3. UBS Account#31301198 Date of Death Value: $ 154,509.00 %of Decedent's Interest: 100% Exclusion: $ 154,509.00 Taxable Value: -0- REV-1511 EX+(10-09) e�:��. pennsylvarna SCHEDULE H DEPARTMENT OF REVENUE FUNERAL EXPENSES AND INHERITANCE TAX RETURN ADMINISTRATIVE'RATIVE COSTS RESIDENT DECEDENT ESTATE OF FILE NUMBER Richard L. Russell 2012-01067 Decedent's debts must be reported on Schedule L ITEM NUMBER DESCRIPTION AMOUNT A. FUNERAL EXPENSES: 1' Luginbuel Funeral Home 4,759.59 2., Knell Mortuary 277.07 3.', Fr.Phillip Lawrence 300.00 ' 4. Fr,Howard Wilson 100.00 s. Ms.Carolee Paulson{organist} 100.00 6.; St.John's Church 300.00 7., A&A Designs(funeral luncheon/open house) 7,144.18 B. ADMINISTRATIVE COSTS: 1. Personal Representative Commissions: Name(s)of Personal Representative(s) Street Address City State ZIP Year(s)Commission Paid: 2, Attorney Fees: 20,000.00 3, Family Exemption:(If decedent's address is not the same as claimant's,attach explanation.) Claimant i Street Address ) City State ZIP Relationship of Claimant to Decedent 4, Probate Fees: 127.50 P 5. Accountant Fees: 6. Tax Return Preparer Fees: 7. The Sentinel{legal advertisement} 252.94 8. Cumberland Law Journal{legal advertisement} 75.00. TOTAL(Also enter on Line 9,Recapitulation) $ 33,4 36.28 If more space is needed,use additional sheets of paper of the same size. 3 R 2 i a SCHEDULE H FUNERAL EXPENSES AND ADMINISTRATIVE COSTS { ESTATE OF RICHARD L. RUSSELL A/K/A RICHARD LEE RUSSELL t FILE NUMBER: 2012-01067 8.. PA Wine and Spirits - Refreshments for reception and open house after funeral $ 646.08 s 9. Kirk Hoyt-reservations for parking spaces for open house $ 750.00 5 i SUBTOTAL OF SCHEDULE H CONTINUED: Slo396.08 COMBINED TOTAL OF SCHEDULE H: $349832.36 j 3 i 3 3 3 A 9 3 d i T ti j } t 7 { t { y3 i t - LAST WILL AND TESTAMENT OF Q J. RICHARD L. RUSSELL co 1 ..ay C7 C--) =} � If RICHARD L. RUSSELL, being of sound and disposing mind and,?, '-�~-� x memory and of legal age, do make, publish and declare this to be my d Last Will and Testament, hereby revoking any and all Wills, Codicils and other testamentary dispositions heretofore made by me. ITEM ONE F I direct that all my debts, charges, allowances and expenses payable by law out of my estate, including interest accruing thereon, if any, be paid by my Personal Representative, hereinafter named, out of the principal of my estate as soon as practicable , after my decease. T I further direct that my Personal Representative pay all estate, inheritance and transfer taxes that may be assessed by reason of my death, including interest and penalties, if any, regardless of whether or not such taxes are assessed against my Personal Representative and notwithstanding that some or all of such taxes, may be assessed with respect` to property that is not subject to probate administration. Except as otherwise provided r hereinafter in this Item One, all such payments shall be made out of the principal of my estate' that remains after satisfaction of y Item Two hereof, and no person shall be required to reimburse my estate for any part of any sum so paid. Under a certain trust established by me, as Grantor, and a governed by a Trust Agreement, known as the RICHARD L. RUSSELL TRUST dated May 10, 1995, as amended, entered into with myself, as Grantor, and myself, as Trustee, provision has been made for the payment and discharge of any and all estate, inheritance, succession, transfer and other death taxes, including interest and penalties thereon, which shall become payable by reason of my 3 death, upon or in relation to any property or interest in property or any amount or transfer required to be taken into account in } computing such taxes, and similarly further provision has been made for the payment of all debts, charges, allowances and expenses payable by law out of my estate, including interest accruing } thereon, if any. My Personal Representative may notify in writing the then acting Trustee or Trustees of said trust as soon as practicable after my death of the amount or amounts of such taxes, t, including interest or penalties thereon, debts, charges, allowances and expenses payable by law out of my estate, including interest, if any, accruing thereon, to the end that the same shall be paid and discharged as provided in said Trust Agreement, as my Personal Representative in my Personal Representative's sole discretion may i determine. 2 s 3 — i 3i i ITEM TWO I give and devise all my tangible personal property and i effects, which term shall include, without limitation, my jewelry, clothing, books, pictures, household furniture and furnishings, objects of art, and automobiles, together with any policies of insurance and rights thereunder relating to any such property, to those persons designated in a separate writing that may be in existence at the time of my death, which will be signed by me and which describes the items and the devisees with reasonable certainty. If no separate writing or list is found and properly identified by my Personal Representative within sixty (60) days after my Personal Representative's qualification, it shall be presumed that such separate writing does not exist and any subsequently discovered separate writing or list shall be ignored. 3 d 3 In the event any person named in such separate writing shall predecease me, then the devise made to such person shall lapse and a become null and void. The balance of my tangible personal property, which is not specifically devised pursuant to the aforesaid separate writing, I } give and devise to my spouse, LINDA H. RUSSELL, absolutely, if my spouse shall survive me. If my spouse shall not survive me, then I give and devise the said balance of my tangible personal property to my children who shall survive me, in as nearly equal shares as 3 2 3 , x i possible. My Personal Representative shall have the absolute right to allocate among my children any items of said property and to settle any disagreement regarding its distribution or to sell any or all of said property and to distribute the proceeds thereof in satisfaction of the devise under this Item. ITEM THREE ,f All the rest, residue and remainder of my estate, remaining after the payment of my debts, funeral and administration expenses and after satisfying the foregoing devises, wherever situate and of every kind and character, of which I may die seized or possessed, or to which I may in any manner be entitled at my death, all of which property is herein referred to as my residuary estate, I give and devise to the then acting Trustee or Trustees under a certain Trust Agreement, known as the RICHARD L. RUSSELL TRUST dated May 10, 1995, as amended, between myself, as Grantor, and myself, as Trustee, to be added to the principal of the trust estate created under said Agreement and to be held, administered and distributed in all respects as an integral part thereof, notwithstanding that said Trust Agreement may be further amended or modified after the date of my Last Will and Testament and any Codicil hereto. If for any reason said Trust Agreement shall not be in effect at the time of my death, or if for any reason a court of competent jurisdiction shall declare said Agreement to be ineffective for the 4 i F j 3 3 a ,ly 5 _- 3 disposition of the assets of my estate, then I give and devise my entire residuary estate to the Trustee or Trustees named in said Agreement, to be held, managed and distributed in the manner described therein, giving effect to all then effective amendments thereto; and for these purposes, I incorporate into this Will by reference the terms and provisions of said Trust Agreement as it now exists and those of any amendments thereto in effect at my death. ITEM FOUR I hereby nominate, constitute and appoint my spouse, LINDA H. 3 RUSSELL, to be the Personal Representative of this my Last Will and Testament. If for any reason my spouse, LINDA H. RUSSELL, shall a fail to qualify as a Personal Representative hereunder or, after qualifying, should cease to act as such Personal Representative for any reason before completing the administration of my estate, then I nominate, constitute and appoint my children, CARLYN RUSSELL a BYRNE and RICHARD L. RUSSELL, II, or the survivor of them, to be the substitute or successor Personal Representative hereunder. I am cognizant of the fact that the provisions of the Internal Revenue Code (and other applicable laws) in force at the time of my death, and applicable to my estate, may permit my Personal Representative to elect to claim certain administration and other expenses as deductions, either in the income tax returns of my ' 5 t estate or in the estate tax return. It is my desire that my Personal Representative elect to claim from time to time such expenses as deductions on the particular tax returns which, in my Personal Representative's opinion, should result in the smallest combined taxes being paid, irrespective of whether such expenses a shall be payable from income or principal; and my Personal Representative is directed not to make adjustments between income F or principal, or between property interests passing to beneficiaries under my Will which may be substantially affected as a result of any election under this Item. It is my wish that such property interests as may be determined as a result of my Personal Representative's election under this Item shall be the interests such beneficiaries shall receive. I exonerate my Personal Representative from all liability for any such election and direct that no beneficiary shall have any claim against my Personal Representative or my estate by reason of the. exercise of my a . Personal Representative's judgment in this respect. f } All powers, provisions, rights and discretions conferred on any Personal Representative, or successor or substitute whether designated herein or not, shall descend to and be exercisable by s any successor or substitute. I expressly excuse my Personal Representative from posting any s bond in such capacity with any court in any jurisdiction. 6 ##i P 9 y s s i 5 I specifically grant unto my Personal Representative, in addition to all of the statutory powers afforded a fiduciary by law, without any leave or order of court, or other judicial j proceedings, full power and authority to borrow money and to hold, invest, reinvest, sell, mortgage, pledge, lease, transfer and convey any or all of my property and estate, real or personal and mixed, which my Personal Representative may deem proper! to exercise any and all privileges in connection with any stocks, bonds, certificates of indebtedness or securities, including the right to vote or issue proxies to vote the same; to determine what is principal and what is income in administering my estate, in case of reasonable doubt as to the rule otherwise applicable; and to make distributions either in cash or in kind, . or partly in each. All of this my Personal Representative may do without the necessity of any order of court. In addition to the authority hereinbefore granted to my t Personal Representative, I confer upon my Personal Representative, j in the administration of my estate, all the powers, duties and r immunities conferred upon the Trustee under the aforementioned Trust Agreement, in the administration of the trust property held thereunder. 7 y IN WITNESS WHEREOF, I have hereunto set my hand and seal this day of , 1999. r RICHARD L. RUSSELL 3 a Signed, sealed, published and declared by the said Testator, RICHARD L. RUSSELL, as and for his Last Will and Testament, in the a presence of the undersigned, who, in the presence of, after he has signed his name thereto, and at his special instance and request of and by his express direction and in the presence of each other, 3 sub ibe the sa as attesting wiMes se thereto. . of of r° of F STATE E OF OF We, RICHARD L. RUSSELL, the Testator and f *n r and i,ryi QJij , the witnesses, whose names are signed to the foregoing instrument, being first duly sworn, do hereby declare to the undersigned officer that the Testator, in the presence, of the witnesses, signed the instrument 8 as his Last Will that he signed voluntarily, that each of the witnesses in the presence of the Testator, at his request, and in the presence of each other signed the Will as a witness, and that to best of the knowledge of each of witness the Testator was at that time eighteen or more years of age, of sound mind, and under no constraint or undue influence. Ric hard L. Russell ULU Prin N m Print Name ' P - t me a The foregoing instrument was sworn to and subscribed before me this +f'"l day of -�` �.. , 1999, by RICHARD L. RUSSELL, c the Testator, and by , el and c1G- , the witnesses. said persons did not E take an oath and (check one) C1 are personally known to me, C7 produced a valid driver's license (issued by a state of the United States within the last five (5) years) as identification. f Prin ame: R e. i is Notary Public Commission Number: My Commission Expires: E 4 9 qJ f � f RICHARD L. RUSSELL TRUST THIS AGREEMENT OF TRUST is made and entered into this 10th day of _ _ May' 1995 by and- between RICHARD L. RUSSELL, of Wormleysburg, Pennsylvania (hereinafter, referred to as the "Settlor") , and RICHARD L. RUSSELL, an individual residing at 74 Greenwood Circle, Wormleysburg, Pennsylvania 17043 (hereinafter referred to as the "Trustee") . a The Settlor hereby assigns, conveys, transfers and delivers to the Trustee the property described in Schedule A, attached hereto and incorporated by this reference. This property, together with any additiona acceptable to the Trustee, made by the Settlor or any other person, in any manner, and all death benefits payable to the Trustee, including the proceeds of insurance policies described in Schedule B, attached hereto and incorporated by this reference, shall constitute and is hereafter referred to as the "trust estate. " ARTICLE FIRST Name of Trust This Trust shah, be known as the RICHARD L. RUSSELL TRUST. 4 f t ARTICLE SECOND Declaration Concerning Family Settlor is married to LINDA H. RUSSELL, and all references in this Trust Agreement to "Settlor's spouse" are to her. Settlor has two (2) children now living, whose names and dates of birth are; F { f S' i i NA1��E" DATE OF BIRTH RICHARD L. RUSSELL II March 14, 1966 CARLYN RUSSELL BYRNE February 25, 1962 j The Trustee may rely on these dates of birth for any purposes hereunder. Settlor has no deceased children. The terms "Settlor's child" and "Settlor's children" as used in this Trust Agreement refer to these named persons, identified as Settlor' s children. ARTICLE THIRD Powers to Alter, Amend or Revoke The Settlor reserves the right at any time or times during Settlor's life, while the Settlor is not under any legal disability, to amend, alter or revoke this Trust, in whole or in part, or any provision hereof, by an instrument in writing signed by the Settlor and delivered to the Trustee. Upon the death of the Settlor, this trust shall be irrevocable and shall not be altered, amended or revoked by any person. ARTICLE FOURTH Distribution of Income and Principal L During Life of Settlor E i A. During the lifetime of the Settlor, the Trustee shall pay E to the Settlor so much of the net income of the trust estate at such times as the Settlor directs by an instrument in writing } signed by the Settlor and delivered to the Trustee. Any net income Y in any year which is not distributed to the Settlor, nor otherwise -2- i w i y 4 distributed pursuant to' the Settlor' s direction, shall be added to the principal of the trust estate at the end of each year. B. At the written request of the Settlor during the lifetime of the Settlor, the Trustee shall y a to the Settlor so much of the p �. principal of the trust estate as the Settlor shall request in a writing signed by the Settlor and delivered to the Trustee. C. In the event of the Settlor's incapacity through illness, age or other cause, the Trustee may, in the Trustee' s discretion, while such incapacity continues, apply all or any part of the net income or principal toward the health, care, maintenance or support of the Settlor,. Settlor's spouse, and any person who, in the judgment of the Trustee, is dependent upon the Settlor, in such amounts and -in such manner as the Trustee may determine. The Trustee may also apply all or any part of the net income or principal for the payment of premiums on any insurance policies owned by the Settlor, whether or not subject to the terms of this a Trust, or for the discharge of any obligation incurred by the Settlor believed b y the Trustee to be a valid debt . 'Y a 3 D. During the Settlor' s life, the Trustee is authorized to maintain accounts in any financial institution and to deposit into such accounts any net income or principal payable to the Settlor under the terms of this Trust. The Settlor is authorized to I withdraw funds from such accounts, and any such withdrawal shall be considered a partial revocation of this Trust with respect thereto t and shall be charged to and paid from such accounts to the extent that the funds on deposit therein are sufficient. Such accounts shall be considered at all times part of the trust estate and upon the death of the Settlor, any funds remaining in such accounts shall be disposed of under the provisions applicable subsequent to a the death of the Settlor. _3- k r G i 3 � ' E. The Settlor reserves the right to occupy, have custody and use of any personal residential real property and any tangible personal property of the trust estate, without rent or other accounting to Trustee. The Trustee shall have no responsibilities with respect to such property, including payment of insurance premiums and taxes. The Trustee shall not be liable for any loss, damage or other deterioration to such property and shall deal with such property only to the extent the Settlor directs in writing. The Trustee is authorized to obtain such insurance as it deems necessary for its protection and to pay the cost from the trust estate. If the Settlor surrenders the P ossession and use of such property, or if at any time in the best and good faith judgment of the Trustee, the Settlor is incapacitated or unavailable so as to be incapable of properly managing Settlor's own affairs, then during such period or upon the death of the Settlor, the Trustee shall assume full responsibility for such property and shall y exercise all the general powers conferred upon it, but the Trustee shall be responsible only for such property in its possession or the Settlor' s possession at the time the Settlor is determined to be incapacitated or unavailable, or at the Settlor's death. 7 7 ARTICLE FIFTH Insurance DurincL Settlor's Life F 4 A. All benefits, rights, privileges and options available to } the Settlor during Settlor' s lifetime as the owner of or the ' insured under the insurance policies of which the Trustee is f E benef iciary shall not be subject to the Trust but shall be retained by the Settlor for Settlor's sole benefit regardless of the terms of this Agreement and of the fact that the Trustee is named as beneficiary in the policies. Without limiting the generality of the foregoing, the Settlor may exercise any right in the policies, including the right to change the beneficiary, surrender, cancel, s r4_ e t t borrow on or receive dividends from the policies, and make any elections or exercise any options granted in such policies, all without notice to or consent by the Trustees or any beneficiary of the Trust. B. The duty and responsibility concerning the payment of premiums and other charges on the policies shall rest solely upon the Settlor during Settlor's life. Except as provided in Paragraph C. of ARTICLE FOURTH, during the Settlor's life the Trustee's only duties with respect to the policies shall be to hold any policies delivered to it and to deliver any policies upon the Settlor's written request. ARTICLE SIXTH Proceeds of Death Benefits Upon the Settlor' s death, the Trustee shall collect any and all death benefits then payable to the Trustee. Unless the Trustee is indemnified to its satisfaction against any liability for the expense of such litigation, the Trustee shall not be obligated to undertake litigation for collection of any benefits or assets payable by reason of the Settlor' s death, including, but not limited to, such benefits under life insurance policies, employee benefit plans, or other contracts, plans, or arrangements providing for payment or transfer at death which are payable to the Trustee. Payment to the Trustee and the receipt of or release by it shall fully discharge any payor and no payor need inquire into or take t notice of the Settlor's Will or this Trust Agreement, or see to the application of such payment. Notwithstanding anything herein to the contrary, any benefits or assets payable by reason of the Settlor's death which are payable to the Trustee shall not be subject to the claims against the Settlor' s estate, nor shall such benefits be subject to the control of the Settlor's Personal -5- f' f Representative (except as provided in ARTICLE SEVENTH below) nor be included in the property administered as part of the Settlor' s probate estate. ARTICLE SEVENTH Payments and Distribution on Settlor's Death A. On the Settlor's death, to the extent the trust estate holds United States Treasury Bonds eligible for redemption at par in payment of the federal estate tax, the Trustee shall pay the federal estate tax due by reason of the Settlor's death submitting such bonds for redemption, to the extent necessary, in payment of such tax. In addition, the Trustee shall pay directly or to the Settlor' s Personal Representative all expenses of administration, the expenses of the Settlor' s last illness and funeral Settlor's xP , debts, and the balance of any death taxes attributable to the Settlor' s gross estate for federal estate tax purposes payable by reason of the Settlor' s death, other than those taxes which are specifically excluded under ARTICLE NINTH of Settlor's Will, as Settlor's Personal Representative may direct, and if there is no Personal Representative of Settlor' s estate, as the Trustee determines, all without contribution from any person and without apportionment . Notwithstanding the foregoing, no payments shall be made from assets not includable in the Settlor' s gross estate for federal estate tax purposes, and no death taxes shall be allocated F to or paid from Trust A as hereinafter established except to the { extent that the Settlor' s Personal Representative does not elect to K t qualify such trust for the federal estate tax marital deduction. B. On the Settlor' s death the Trustee shall distribute to the Settlor's spouse such real property as was used as the Settlor's principal residence, and which constitutes a part of the trust estate. This gift shall include the insurance policies and t s claims under such policies on such property, and shall be subject to all liens and encumbrances against such property at the - Settlor' s death. The Settlor directs that the Settlor' s spouse shall, if Settlor's spouse desires, be permitted the use and occupancy of such residence free of rent during the period of administration of the Settlor's estate prior to distribution of such residence to the Settlor's spouse, the expenses of maintenance and repair, taxes, insurance and all other similar items to be paid as an expense of administration. '3 t _3 J ARTICLE EIGHTH Disposition Upon Settlor' s Death Upon the Settlor' s death, the Trustee shall hold, administer and distribute the trust estate (which for purposes hereof includes all assets which constitute the trust estate at the time of the Settlor' s death, plus all benefits or assets payable to the Trustee by reason of the Settlor' s, death, as well as any property added to the trust estate by the Settlor' s Last Will, but after making or providing for the other payments and distributions set forth herein) as follows: i A. If Settlor' s spouse survives the Settlor, the Trustee shall divide the trust estate into two separate trusts, designated E E Trust A and Trust B. Trust A shall consist of the following: t' t 1. Any of Settlor' s spouse' s property or interest therein which Settlor' s spouse decides at any time to place in Trust A. f 2 . An amount equal in value to the maximum federal estate tax marital deduction available to the 4 Settlor' s estate, reduced by: (a) the value for _7_ f c federal estate tax purposes of all other property interests includable in the Settlor' s gross estate for federal estate tax purposes that pass or have - passed to the Settlor' s spouse under provisions of the Settlor' s Will, this Trust Agreement, or otherwise and that qualify for the federal estate tax marital deduction; and (b) an amount necessary to increase the Settlor' s taxable estate to the largest amount that will not result in a federal estate tax being imposed by reason of the Settlor's death, after allowing for the federal estate tax unified credit, and to the extent it does not increase the amount of death taxes payable to any state, the credit for state death taxes, but no other credits allowable to the Settlor' s estate. The reduction under part (b) in the immediately preceding sentence shall be computed by disregarding any disclaimer by the Settlor' s spouse of property qualifying for the federal estate tax marital deduction, whether in the Settlor's probate estate or not, or a failure by the Settlor' s Personal Representative to make the election under Section 2056 (b) (7) (B) (v) of the 1986 Internal Revenue Code. The marital deduction amount shall be a pecuniary amount, and not a fractional share, and shall be computed at the values finally determined for federal estate tax purposes. The x marital deduction amount may be satisfied in cash or in kind or partly in each with assets eligible for the marital deduction, and it is requested, but not directed, that it not be satisfied with: (i) shares of stock that would otherwise qualify for redemption under Section 303 of the 1986 Internal Revenue Code, except to the extent they exceed the -8- t R F f X- GkGk li i maximum number of such shares which would so qualify for redemption under Section 303; (ii) assets that are subject, by reason of the Settlor's death, to any estate, inheritance, legacy or succession tax, or any other death duty in any foreign country or political subdivision thereof; (iii) any interest in a policy of life insurance on the life of a person other than the Settlor; or (iv) income in respect of a decedent (or the right to income in respect of a decedent) . Such assets. that would be allocated but for such exclusions shall be replaced by other property of equivalent value. The marital deduction amount shall be entitled to a pro rata share of income from and after the Settlor' s death. Assets allocated in kind shall be deemed to satisfy this amount on the basis of their value at the date or dates of distribution to Trust A, or their values as finally determined for federal estate tax purposes, whichever shall be lower; provided, however, that if any such asset shall have been acquired after the Settlor' s death, such asset' s income tax basis shall, for purposes of such distribution, be deemed to be its value for federal estate tax purposes. Nothing in this subparagraph A.2 . of this ARTICLE EIGHTH shall be construed as limiting the discretion of Settlor' s Personal Representative in making an election for federal estate tax purposes between valuation of Settlor' s estate on the date of Settlor' s death and valuation on an alternate date. -9- 7 S B. Trust B shall consist of the balance of Settlor' s trust estate or, if Settlor's spouse fails to survive Settlor, all of Settlor' s trust estate. C. The Trustee is directed as follows with respect to Trust A: 5 a 1. The During the lifetime of Settlor' s spouse, the s Trustee shall pay to or apply for the benefit of Settlor's spouse the entire net income of Trust A, quarter-annually or at more frequent intervals as may be fixed by the Trustee or as Settlor' s spouse otherwise directs the Trustee by a signed written instrument. 3 t R 2, The Trustee may also pay to or apply for the benefit of Settlor' s spouse, from time to time, so much of the principal of Trust A as the Trustee, in the Trustee' s discretion, deems necessary for the Settlor' s spouse' s health, support or maintenance in order to permit the spouse to maintain a standard of living approximately equal to that maintained by the Settlor's spouse while the Settlor was living, taking into account any other resources available to the Settlor's spouse and known by the Trustee. 3 3. If the Trustees of Trust A have been named as beneficiaries of any pension, profit sharing, or similar plan, or individual retirement account or 3 similar arrangement, then the Trustees shall direct that the account balance as of the death of the Settlor be distributed to Trust A in equal, annual installments over the Settlor' s spouse' s life —10 a expectancy (plus any additional annual payments required below) , and upon the Settlor' s spouse' s death any balance remaining in any individual retirement account qualifying for the marital deduction shall be distributed to Trust A. If the - Trustees are named as beneficiaries of any such plan or arrangement without reference to any specific trust hereunder, then such fund must be allocated to Trust A, and the Trustees shall direct distribution as designated within this subparagraph C. 3 . Furthermore, if the Trustees hold as an asset of Trust A the right to receive benefits from a deferred compensation plan, including one or more individual retirement accounts, the Trustees shall, notwithstanding anything to the contrary contained within this Trust Agreement or pursuant to local or state law, allocate to income that portion of each annual installment payment from the plan, or if distributions are received more frequently than annually, that portion of all distributions made during the annual period equal to the income earned by the plan for such " annual period. If distributions from the plan for any annual period total less than the income earned by the plan for such annual period, the Trustees shall demand additional distributions from the plan so that all distributions for that annual period equal at least the income earned by the plan for such annual period. The Settlor' s spouse shall have full power, in the discretion of the Settlor's spouse, to compel the Trustees to demand such distributions. other distributions from the plan shall be allocated to capital. The income portion of distributions from an individual retirement -11- M account or arrangement shall not be subject to reduction by reason of expenses properly allocable to capital . The Trustees of Trust A shall cooperate with the personal representative of the Settlor' s estate in order to execute any documents or take whatsoever action may be necessary so as to identify the Settlor' s spouse as the "designated beneficiary" (as defined within proposed United States Treasury Regulation Section 1.401 (a) (9) -1, as may be amended or superseded) of any such plan and to allow such plan benefits to be eligible for the federal estate tax marital deduction as well as for preferential federal income and/or excise tax treatment. 4 . Upon the death of Settlor' s spouse, the Trustee shall distribute the balance then remaining, if any, of Trust A (except any income received or accrued during the period between the date of the last income distribution and the date of the Settlor' s spouse' s death, which shall be paid to Settlor' s spouse's personal representative as part of Settlor's spouse' s general probate estate) to Trust B to follow the disposition of Trust B in all respects as hereinafter provided; but the Trustee in that event may, in the Trustee' s discretion, pay out of the principal of Trust A Settlor' s spouse' s illness and funeral expenses, attorneys' fees and other costs incurred in administering Settlor' s spouse's probate estate, other obligations incurred for Settlor' s spouse' s support, and any or all federal and state taxes in the nature of estate, inheritance, succession, transfer, gift or like taxes (including interest and penalties) arising -12- because of Settlor' s spouse' s death. Additionally, if any federal estate tax is incurred because of the inclusion of any part of Trust A in Settlor' s spouse' s gross estate for federal estate tax purposes, the Trustee shall distribute to the personal representative of the Settlor' s spouse' s estate or as the Settlor' s spouse's personal representative may otherwise direct (unless otherwise directed by the Settlor' s spouse' s will) , that amount of Trust A principal necessary to satisfy any right of recovery of Settlor' s spouse' s personal representative, pursuant to Code Section 2207A(a) (1) of the Internal Revenue Code of 1986, as amended. D. The Trustee is directed as follows with respect to Trust B: 1. During the lifetime of Settlor' s spouse the Trustee shall annually or at more frequent intervals, as may be fixed by the Trustee, pay to or apply for the benefit of the Settlor's spouse and the Settlor' s issue as much of the net income of Trust B as the Trustee in the Trustee' s discretion deems necessary to provide for such beneficiaries' health, support and maintenance, as well as for the education of the Settlor' s issue, and the Trustee should make the distributions necessary to permit the Settlor' s spouse to maintain a standard of living approximately equal to that maintained by the Settlor' s spouse during the Settlor' s lifetime. The Trustee shall take into account any other resources available to the Settlor' s spouse and the Settlor' s issue which are known by the Trustee. -13- Any income not distributed shall be added, to principal . 2. The Trustee may also pay to or apply for the benef it of the Settlorl s spouse and the Settlorl s issue so much of the principal of Trust B as the Trustee in the Trustee's discretion deems necessary to provide for such beneficiaries, health, support and maintenance, as well as for the education of the Settlor' s issue, and the Trustee should make the distributions necessary to permit the Settlor' s spouse to maintain a standard of living approximately equal to that maintained by the Settlor' s spouse during the Settlor's lifetime. The Trustee shall take into account any other resources available to the Settlor' s spouse and the - Settlor's issue which are known to the Trustee. 3 . Subject to subparagraph 4 . of this Paragraph D. , ARTICLE EIGHTH, in- exercising the discretion conferred by subparagraphs 1. and 2 . of this Paragraph D. , ARTICLE EIGHTH, the Trustee may pay more to or apply more for some beneficiaries than others and may make payments to or application of benefits for one or more beneficiaries to the exclusion of others if the Trustee shall deem this necessary or appropriate ' in light of the circumstances, the size of the trust estate, and the probable future needs of the beneficiaries; provided, however, the Trustee shall be mindful that primary consideration is to be given to the health, support and maintenance of the Settlor' s spouse. The Trustee shall charge any payment or application of benefits pursuant to this -14- S 4 subparagraph against the trust estate as a whole rather than against the ultimate distributive share _ of a beneficiary to whom or for whose benefit payment is made. 4. The Trustee may also pay from the principal of Trust B such sums as the Trustee in the Trustee' s discretion deems proper for the establishment of a child of the Settlor in a business or profession or towards the acquisition or furnishing of a home for r a child of the Settlor, taking into account any other resources available to the child which are - s known to the Trustee, the desirability of the transaction, and the reasonably anticipated needs and resources of all the beneficiaries hereunder; f t provided, however, that the total distributions to a or for the benefit of a child of the Settlor under this subparagraph D.4 . shall not exceed the reasonably anticipated amount that would be distributable to him or her pursuant to subparagraph D.7. below if no distributions were made under this subparagraph D.4 . Each payment to a child under this subparagraph D.4 . shall be deemed an advancement to such child (or to his issue if such child is not then living) in making the division of the property held in Trust B pursuant ro subparagraph D. 7. below and shall be charged against such child' s ultimate share. No beneficiary of Trust B shall participate as a co- Trustee in any decision under this subparagraph D.4 . 5 . In addition to any other payments that the Settlor' s spouse may receive under this Trust 3 I � f t Agreement, the Trustee shall pay to the Settlor' s spouse during the lifetime of the Settlor' s spouse F from the principal of Trust B such amounts as the Settlor's spouse may request on the fifth day of s any month, in writing; provided., however, that such amount requested and paid to the Settlor' s spouse shall not exceed in any calendar year the greater of Five Thousand Dollars ($5, 000 .00) or five percent (5 0) of the value of the principal of Trust B determined as of the end of the calendar year. This right of withdrawal is non-cumulative, so that if the Settlor' s spouse does not withdraw, during any calendar year, the full amount to which the Settlor' s spouse ouse is entitled under this subparagraph, the Settlor' s spouse' s right to withdraw the amount not withdrawn shall lapse at the end of the calendar year. Upon the death of Settlor' s spouse, the Trustee 6. p shall distribute the balance then remaining of p al and accrued or both principal Trust B (including p undistributed income and including the Trust A property which will pour over to Trust B upon Settlor' s spouse' s death) or any part thereof to such one or more of the group consisting of Settlor' s issue and the spouses of Settlor' s issue, on such terms and conditions, either outright or in trust, as the Settlor's spouse shall appoint by a Will or Codicil specifically referring to and exercising this power of appointment. I 7. Upon the death of and in the absence of appointment by Settlor' s spouse, or upon Settlor' s death, should Settlor' s spouse fail to survive Settlor, j -16- j I p Trust B shall terminate and the balance remaining in Trust B shall, subject to Paragraph E. of this ARTICLE EIGHTH, be distributed to the Settlor' s then living issue, by right of representation. E. Except with regard to Trust A, should any distribution ! hereunder result in an outright distribution to a person who is then under age twenty-one (21) , or is otherwise under some form of legal disability, and distribution to a trust for the beneficiary F f is not otherwise herein provided, then subject to the other provisions hereof, such distribution shall not be made outright; rather, it shall be made to a separate trust, or may continue to be a held in the same trust if the beneficiary was and shall continue to be the sole beneficiary of such trust, as the Trustee may determine, and the Trustee shall pay to or apply for the benefit of the respective beneficiary so much of the net income and principal of the separate trust as the Trustee, in the Trustee' s discretion, deems necessary for the health, education, support or maintenance of the beneficiary. The trust shall be distributed in full to the beneficiary when he attains age twenty-one (21) , or if later, when the beneficiary's disability ceases. Should the beneficiary die before becoming entitled to receive such distribution, then the trust shall be distributed to such beneficiary's then living issue, by right of representation, and if there are none to the Settlor's then living issue, by right of representation, with the provisions of this Paragraph E. being applicable to an such distribution. 3 PP Y F. If at the time of Settlor's death, or at any later time before full distribution of any trust created hereunder, Settlor's spouse and all Settlor' s issue are deceased and no other disposition of the property is directed by this Trust Agreement, the balance of any such trust remaining undistributed, shall be distributed one-half (1/2) to those persons then living who would have been Settlor's heirs if Settlor had died ninety (90) days -17- after Settlor's actual death, and one-half (1/2) to those persons then living who would have been Settlor' s spouse' s heirs if Settlor's spouse had died ninety (90) days after Settlor' s death, _ their identities and respective shares to be determined according to the laws of the State of Pennsylvania then in effect relating to the intestate succession of property, i ARTICLE NINTH Trustee Provisions At such time as the initial Trustee shall, for any reason, fail to qualify or cease to act as Trustee, Settlor appoints Settlor' s spouse and the Dauphin Deposit Bank of Harrisburg, Pennsylvania; as ,Co-Trustees of all trusts established under this Trust Agreement. In the event the Settlor's spouse is unable or unwilling to serve as a Co-Trustee, due to any reason whatsoever, Dauphin Deposit Bank shall continue to act as sole Trustee. In the event Dauphin Deposit Bank is unable or unwilling to serve as a Co- Trustee, due to any reason whatsoever, a corporate Trustee shall be appointed by the oldest income beneficiary of the Trust . In no event shall Settlor's spouse be the sole remaining Trustee. Whenever a successor corporate Trustee is appointed, it shall be a corporation authorized by law and duly licensed to act in the appointed or substitute capacity in the State of Pennsylvania, the combined value of whose capital stock, capital surplus and undivided profits shall not be less than Ten Million Dollars ($10,000, 000. 00) lawful money of the United States or equivalent value. When there are Co-Trustees, the action of both Trustees in office shall be required in order to act in any matter effecting the trust except such matters as are herein vested exclusively in -18- r C f one or the other Trustee. Except with respect to the $5, 000/5 i privilege, Settlor' s spouse, when acting as Co-Trustee of Trust B, shall have no discretion with respect to the distributions of income or principal of Trust B when such distributions would inure to the benefit of Settlor' s spouse, including obligations of _ support, nor shall Settlor's spouse, when acting as Co-Trustee of Trust B, have any power or authority to deal with or exercise any of the "incidents of ownership" , as such term is defined in the Internal Revenue Code and its regulations, of any insurance { policies on Settlor's spouse' s life which may, at any time, form a E part of the assets of the corpus of Trust B. All such powers and authority respecting principal, income and insurance policies are hereby conferred upon the other Co-Trustee. When Settlor' s spouse is acting as Co-Trustee of Trust A, the above restrictions shall also apply with respect to that portion of Trust A which was subject to the federal estate tax upon Settlor's death by reason of a an election not being made to treat such property as qualified terminable interest property. Unless otherwise specifically provided in this Trust 4 Agreement, the singular number "Trustee" shall include all Trustees { when Co-Trustees are appointed and so acting and shall be deemed to include any successor Trustee, and all powers and discretions vested in the Trustee shall be vested in and exercisable by any such successor Trustee. No bond or surety shall be required of any Trustee. Any Trustee may resign by giving thirty (30) days' written notice to Settlor- s spouse or, if Settlor' s spouse is deceased or disabled, or serving as the Trustee, to each beneficiary and to any other Trustee then acting, such resignations to be effective at the end of thirty (3 0) days. -19- I .. The two (2) oldest income beneficiaries of any trust under this Trust Agreement, or the sole income beneficiary if there be _ but one such beneficiary, or the guardian of the same, shall have the power and authority to remove a. corporate Trustee for cause and { to appoint a successor corporate Trustee by delivering to the Trustee a written notice of such removal, a written appointment of the successor Trustee, and its acceptance of the trust in writing. Upon delivery of such instruments to the Trustee, it shall, after deducting all charges and amounts due it as such Trustee, transfer and deliver the trust estate to the successor Trustee, and thereafter the said Trustee shall have no further powers, discretions, rights, obligations or duties with reference to the trust estate, and all such powers, discretions, rights, obligations and duties of the Trustee named herein shall inure to and be binding upon such successor Trustee. No successor Trustee shall be liable or responsible for any act or default. of any predecessor Trustee or for any loss or expense resulting from or occasioned by anything done or neglected to be done in the administration of the trust estate prior to becoming the Trustee, nor shall it be required to inquire into or take notice of the prior administrations of the trust estate. If a corporate Trustee for any reason ceases to act as a Trustee, then the oldest income beneficiary of any trust under this Trust Agreement shall appoint a successor corporate Trustee by a writing within thirty (30) days fallowing the date the corporate Trustee ceases to. act. In the event no successor Trustee is so appointed within such thirty (30) day period, then any beneficiary may request in writing the Court of jurisdiction in the district in which the trust's administrative situs is situated, ex ap rte, to name a successor corporate Trustee. -20- i x. L 4 ARTICLE TENTH Trust Administrative and 'Protective Provision r' A. The trusts created hereunder shall be administered consistent with their terms, free of judicial intervention and s without order, approval, or other action of any court. f B. No beneficiary of any trust created hereunder shall have any right, power, or authority to sell, assign, pledge, mortgage or in any other manner to encumber, alienate, or impair all or any part of his or her interest in the trust or in the principal or income of the trust. The beneficial and legal interest in, and the principal and income of, the trust and every part of it shall be free from interference or control of any creditor of any beneficiary of the trust and shall not be subject to the claims of any such creditor, including claims for the payment of alimony, nor liable to attachment, execution, bankruptcy, or any other legal or equitable process. The income and principal of a trust shall be paid over to the beneficiary directly, or, in the event of the minority or incompetency of any beneficiary, to the legal representative of that beneficiary, or in any form allowed by law for gifts to minors, or to or for the benefit of that beneficiary, in such manner as the Trustee in the Trustee' s sole discretion deems advisable, at the time and .in the manner provided by the terms of the trust, and not upon any written or oral order nor upon any assignment or transfer by the beneficiary nor by operation of law. C. There need be no segregation or division of the various trusts created herein except as may be required by the termination of any of the trusts, but the Trustee shall keep separate accounts for the different undivided interests. {{I 1 i -21- I n ' S D. Except as is otherwise provided herein, whenever the right of any beneficiary to payments for net income or principal _ hereunder shall terminate, either by reason of death or otherwise, all such payments accrued. or undistributed by the Trustee at the date of such termination shall be distributed to the beneficiary entitled to the next successive interest hereunder. t E. Whenever the Trustee is given the discretion to pay C income or principal of any trust provided for herein to one or more of the beneficiaries of said trust, unless otherwise provided herein, the Trustee, in its discretion, may, but need not, take into consideration any other income or resources of said beneficiary known to the Trustee. F. The Trustee may, in its discretion, terminate a trust prior to the date or event otherwise provided for termination, if i the Trustee considers that the expenses of administration in continuing the trust are greater than the trust assets warrant. All principal and undistributed income of any trust so terminated shall be distributed to the then income beneficiaries of that trust in the proportions in which they are, at the time of termination, entitled to receive the income, provided, however, that if the rights to income are not then fixed by the terms of the trust, distribution under this clause shall be made, by right of representation, to the Settlor',s issue who are then entitled or authorized in the Trustee's discretion to receive income payments, or if there are no such issue, in equal shares to those beneficiaries who are then entitled or authorized to receive income payments. G. Unproductive or underproductive property shall not be held as an asset of Trust A for more than a reasonable time during the lifetime of the Settlor's spouse without the consent of Settlor's spouse. -22- I 4 _ 1 H. Should the Settlor' s Personal Representative so elect, in F' its advised discretion, then it is the Settlor' s intent that _ Settlor' s estate shall be entitled to a marital deduction under federal law. Any provision, direction or instruction herein which t would jeopardize the Settlor's intent shall be modified or of no effect to the extent required to 'satisfy� � the Settlor' s intent. Anything herein to the contrary notwithstanding, the Trustee, as to Trust A, shall exercise powers and discretions provided herein and I i by statute only in a manner consistent with the Settlor' s intent. { I . Whenever the phrase "health, education, support or { maintenance" is used herein, it shall be construed and applied to a respective beneficiary in accordance with the standard of living to which such beneficiary is accustomed. J. Except for any trust for which the federal estate tax marital deduction was allowed to Settlor' s estate for federal estate tax purposes, but notwithstanding any of the powers } k conferred upon the Trustee, no Trustee shall exercise or join in the exercise of discretionary powers over income, principal or termination of any trust for his or her own benefit in excess of that which is necessary for his or her health, support, education and maintenance, or to discharge his or her legal obligation to support any beneficiary. K. The conservator of a beneficiary under legal disability, or if none, the guardian of such person, or if none, the person having the right of custody of a minor beneficiary, may act for such beneficiary for all purposes under the administrative provisions of this Trust Agreement. L. Except as otherwise provided, in all matters pertaining to the administration of an trust hereunder, the concurrence and �.nlst y of a majority of Trustees shall be required at any time at joinder � y q -23- 6* s y f t' x {{ f which more than two are acting, but. when only two are acting, the joinder � of both shall be required. Any dissenting or abstaining Trustee shall be absolved from personal liability by registering its dissent or abstention with the records of the Trust, but it shall thereafter act with the other Trustees in any way necessary or appropriate to effectuate the decision of the majority. } M. From time to time, any Trustee may delegate to any other Trustee the exercise of any powers, discretionary or otherwise, and may revoke any such delegation. -Such delegation and revocation shall be evidenced by a writing delivered to the other Trustee. While any delegation is in effect any of the powers, discretionary or otherwise, so delegated may be exercised and action may be taken with the same force and effect as if the delegating Trustee had personally joined in the exercise of such power and the taking of such action. Anyone dealing with such Trustee shall be absolutely protected in relying upon the written statements of such Trustee. ARTICLE ELEVENTH Trustee Guidelines Without in any way limiting the absolute discretion of the Trustee over distributions of income and principal from the trusts hereunder, the Settlor hereby makes the following suggestions to the Trustee: A. The primary purposes are ,to provide for the comfortable support, medical care, and other best interests of the Settlor's spouse, having regard for Settlor' s spouse's other means of support, including, if Settlor's spouse shall remarry, the income and earning abilities of Settlor's spouse's spouse; to provide for the comfortable support, medical care, and other best interests of the Settlor's issue; and to provide the Settlor' s issue with the -24- 6+ g best education commensurate with their abilities and interests, including study at private schools and colleges, graduate studies, and specialized training. The preservation of principal is not as t important as the accomplishment of these objectives. F B. It may be advantageous that Trust A be exhausted before distributions are made to the Settlor' s spouse from any other trust hereunder. C. Each family group composed of a child and such child's issue should be treated with substantial equality unless the Trustee considers unequal treatment advisable because of disparity of benefits received from the Settlor' s spouse or the Settlor, illness, education expense, or other special needs or circumstances, such as their proper support, care or maintenance. D. Subject to subparagraph D.4. of ARTICLE EIGHTH, the Trustee should be liberal in the exercise of its discretion so as I to give assistance to the Settlor' s children during their early I years to establish a home, invest in a business, establish a professional practice, provide for wedding expenses, or to meet any unusual or emergency expense, so long as any such payment will not so. deplete the principal of the trust as to jeopardize the probable future needs of the Settlor' s spouse and all other beneficiaries then living, and in case of a business venture, that such business venture would in its judgment have a reasonable chance of success. ARTICLE TWELFTH Trustee Accounting A. Upon the Settlor ceasing to act as Trustee, for any reason, the successor Trustee shall render an annual accounting of the administration of each trust hereunder to Settlor if Settlor is _zS_ k 1 I� t ee t alive and Settlor alive, to Settlor' s spouse if Settlor is no spouse is alive, and if neither Settlor nor Settlor' s spouse is alive, to the oldest living issue of the Settlor to whom income of such trust may be distributed (or such issue' s guardian) . In addition to information usually included in such accounting, such } S accounting shall show, so far as may be readily determinable, the market value of all assets on hand at the beginning and ending of the period covered by the accounting and a recapitulation of receipts and disbursements. Such person's (or such person's guardian's) written approval of such accounting shall, as to all matters and transactions stated therein or shown thereby, be final and binding upon all persons (whether in being or not) who are then or may thereafter become interested in, or entitled to share in, either the income or the principal of such trust, provided always, however, that nothing contained in this ARTICLE TWELFTH shall be deemed to give such person acting in conjunction with the Trustee the power to alter, or amend the terms of such trust. B. After the Settlor' s death, the records of the Trustee with respect to a trust shall be open at all reasonable times to the inspection of the beneficiaries of such trust and their duly appointed representatives. ARTICLE THIRTEENTH Trustee Powers A. Except as may otherwise be provided herein, in administering any trust hereunder, the Trustee may exercise the following powers: hold, retain, invest, reinvest, and manage without diversification as to kind, amount, or risk of nonproductivity in realty or personalty and without limitation by statute or rule of law; partition, sell, exchange, grant, convey, deliver, assign, transfer, lease, option, mortgage, pledge, _26_ s ti abandon, borrow, loan, contract, distribute in cash or kind or partly in each at fair market value on the date of distribution, without requiring pro rata distribution of specific assets and without requiring pro rata allocation of the tax bases of such assets; hold in nominee form, continue businesses, carry out agreements, deal with itself, other fiduciaries, and business organizations in which the Trustee may have an interest; establish reserves, release powers, and abandon, settle, or contest claims. In exercising discretion regarding distribution of assets with different income tax bases, the Trustee shall exercise such discretion in a manner which will not result in the disallowance of any marital or charitable deduction otherwise allowable in determining the federal estate tax due with respect to the Settlor's estate, and in the exercise of such discretion the Trustee shall be under no duty to make any compensatory adjustments as a consequence of any such distribution. i B. If the situs of administration of any trust is in Pennsylvania, the Trustee may also exercise all the powers in the i Pennsylvania Fiduciaries' Act, as amended after the execution hereof and after Settlor's death. If the situs of administration of a trust is outside Pennsylvania, the Trustee may also exercise all the powers in the Pennsylvania Fiduciaries' Act, which are hereby incorporated herein as the Act exists on the date hereof. C. In extension and not limitation of the powers given by law or other provisions hereof, the Settlor gives the Trustee the following powers to be exercised in its respective discretion, subject only to such confirmation as may be required by law: 1. To operate or participate in the operation of any business belonging to the trust estate, or received by the Trustee for such time and in such manner as the Trustee may deem advisable and for the best _27_ j interest of the trust estate or to sell and liquidate the business at such time and on such - terms as the Trustee may deem advisable and for the best interests 'of the' trust estate. Any such operation, sale or liquidation by the Trustee, in good faith, shall be at the risk of the trust estate and without liability on the part of the n resulting Trustee for any g losses. 2 . To sell, lease or grant the right to mine or drill and to remove from any real property, gas, oil, and other minerals and any timber, whether or not any such grant or lease is to continue longer than the duration of any trust; to pool or unitize any or all the lands, leaseholds or other types of mineral interests; to engage in secondary or tertiary recovery methods; to make and execute mineral i royalty conveyances; to execute options, contracts and any other instruments necessary or desirable to engage in the oil, gas, mining or timber business, and to do any other act or thing which may be now or hereafter recognized or contemplated as common or proper practices among those engaged in the business of prospecting for, developing, producing, processing, transporting or marketing any such oil, gas, mineral or timber interests. 3 . To make loans, secured or unsecured, in such amounts, upon such terms, at such reasonable rates of interest, and to such persons, firms or corporations as the' Trustee shall deem appropriate. Specifically, the Trustee is empowered to make unsecured loans to the Settlor' s children and to the Settlor' s spouse at any reasonable interest -28- E rate; provided, however, no loans shall be made from the assets of Trust A during the lifetime of the Settlor' s spouse without the consent of Settlor's spouse. 4 . To abandon any property which the Trustee shall deem to be worthless or not of sufficient value to warrant keeping or protecting; to abstain from the payment of taxes, liens, water rents, assessments, repairs and maintenance of any such property, to permit any such property to be lost by tax sale or other proceeding; or to convey any such property for a nominal consideration or without consideration. 5. To operate in any form of business organization which the Trustee considers appropriate or deems advisable in connection with the administration or distribution of any property and to transfer any property to any such business organization. 6 . To disclaim any death benefits payable to the Trustee, whether life insurance benefits, qualified or non-qualified employee benefits, individual retirement account proceeds, or the like. In the event of any such disclaimer by the Trustees of Trust A, then the property as to which such disclaimer is made / shall be added to and administered in accordan ce with Trust B. In the event of any such disclaimer by the Trustees of Trust B, then the property as to which such disclaimer is made shall be added to and administered in accordance with Trust A. In the event of a disclaimer by the Trustee of Trust A and -29- by the Trustee of Trust B, then the property as to which such disclaimer is made shall be distributed to the Settlor' s spouse, and if the Settlor' s spouse shall not survive the Settlor, then to the Settlor's then living issue, by right of representation; provided, however, that if part of the balance would otherwise be distributed to a person for whose benefit a trust is then being administered under this Trust Agreement, that part shall instead be added to the trust and shall thereafter be administered according to its terms; however, in the case of any trust that has been partially distributed because of a beneficiary' s attainment of a designated age, any addition shall augment proportionately the distributed and the undistributed portions of -the trust. 7. To accelerate any death benefits payable to the Trustee, whether life insurance benefits, annuity benefits, qualified or non-qualified employees benefits, individual retirement account proceeds or the like. D. Notwithstanding anything to the contrary herein, it is the intent of the Settlor that no person who is not an exempt person for purposes of the Pennsylvania Realty Transfer Tax become a beneficiary with respect to any portion or portions of the trust estate containing real estate located within the Commonwealth of Pennsylvania. Accordingly, the powers and discretions of the Trustee, as referenced herein are delimited so that no Trustee shall have any such power or discretion that could be exercised in any manner having the effect of creating any beneficial interest in a nonexempt person in such portion or portions of the trust estate. -30- ARTICLE FOURTEENTH Compensation of Trustee The Trustee shall be entitled to reasonable compensation: (a) for its ordinary services rendered hereunder; (b) for any extraordinary services which it may perform; (c) for counsel engaged by the Trustee; and (d) for all services in connection with the termination or revocation of the Trust in whole or in part. All compensation shall be measured by the value of the services rendered, which services shall be documented whenever compensation is sought . Any disbursements for such compensation or for counsel fees shall be payable, as the Trustee may deem proper, wholly from principal or wholly from income or partly from each. ARTICLE FIFTEENTH Survivorship A person shall not be conside red to survive another if he or she shall die within ninety (90) days of the death of such other; however, with respect to the Settlor and the Settlor's spouse, if the order of their deaths cannot be established by proof, as between Settlor and Settlor' s spouse, the Settlor's spouse shall be deemed to have survived. Notwithstanding the above, this paragraph shall not apply to any case where its application would cause any provision of this Trust Agreement which would otherwise be valid to be void under any applicable rule against perpetuities. ARTICLE SIXTEENTH General Provisions Unless otherwise specifically provided elsewhere herein, the following general provisions shall govern this Trust Agreement: -31- V r¢G 4 A. The term "issue" means the blood descendants in any degree of the ancestor designated, and "children" means the issue in the first degree of the parent designated; provided, however, that if a person has been legally adopted before attaining the age i of eighteen (18) , that child and his issue shall be considered as issue of the adopting parent or parents and of anyone who is by t blood or adoption an ancestor of the adopting parent or either of the adopting parents. f B. As used herein the masculine, feminine or neuter gender and the singular or plural number, shall each be allowed to include the others whenever the context so indicates. C. In the exercise of any power of appointment created herein, unless the contrary is stated, the donee of such power may appoint life estates to one or more objects of the power with remainders to others, appoint to grandchildren or more remote issue even though the parents of such appointees are living, impose lawful conditions upon any appointment provided no one other than the object of the power is benefited thereby, impose lawful spendthrift restrictions upon any appointment, make appointments outright to an object or in trust f or the object, and create in any object a general power of appointment or a special power to appoint among objects of the original power. These powers of the donee of a power of appointment are in addition to, and not in restriction S of, powers he would otherwise have. D. All powers created herein are releasable in whole or in part. In addition to any other method of release recognized by law, any such power may be released by an instrument in writing, filed with a fiduciary or fiduciaries in charge of the estate or trust, declaring the donee's intention to release. -32- -Ot E. Any beneficiary hereunder may disclaim, in whole or in part, any gift, interest or right hereunder. In the event the Settlor' s spouse disclaims Settlor' s spouse's interest in all or any portion of Trust A, then the property as to which such disclaimer is made shall be added to and administered in accordance with Trust B; however, notwithstanding anything to the contrary contained in this Trust Agreement, Settlor' s spouse shall have no power of appointment over any such disclaimed property, and gains and losses with respect thereto, and shall not have the right or power to exercise the $5, 000/50 privilege with respect thereto. For this purpose, any such disclaimed property shall be held in a separate account in Trust B. In the absence of a clear expression of intent to the contrary in the disclaimer instrument, such disclaimer shall not be construed as a disclaimer by the Settlor's spouse of any interest in Trust B. including the property added to Trust B by reason of such disclaimer. In the event of any other disclaimer of any interest in the Settlor' s estate or any trust created hereunder, the property disclaimed shall be disposed of in the manner provided herein as though the disclaimant had failed to survive the Settlor. F. Unless sooner terminated in accordance with the provisions hereof, each trust created hereunder shall terminate twenty-one (21) years after the death of the last survivor of the Settlor, the Settlor's spouse and all issue of Settlor who are living at the time of the Settlor's death. All principal and undistributed income of any trust so terminated shall be distributed to the then income beneficiaries of that trust in the proportions in which they are, at the time of termination, entitled to receive the income; provided, however, that if the rights to income are not then fixed by the terms of the trust, distribution under this clause shall be made, by right of representation, to the Settlor's issue who are then entitled or authorized in the Trustee's discretion to receive income payments, or if there are no -33- such issue, in equal shares to those beneficiaries who are then entitled or authorized to receive income payments. g G. Whenever provision is made -herein for payment of the "education" of the beneficiary, the term "education" shall be -f construed to include private primary and secondary schools, college, postgraduate study and specialty training or general educational preparation for a vocation, so long as pursued to advantage by the beneficiary, at any institution of the beneficiary's choice. In determining payments to be made for such education, the Trustee shall take into consideration the beneficiary's related living expenses to the extent that they are reasonable. H. Except as otherwise provided herein, definitions of terms herein shall be as defined in the Pennsylvania probate laws as of the date of this Trust Agreement. I. Questions of construction and administration of any trust shall be determined by the laws of the situs of administration of such trust. J. The Article titles used herein are for reference only and shall have no significance in the interpretation of this Trust Agreement . K. If a trust hereunder would be partially exempt from generation-skipping tax by reason of an allocation of generation-skipping tax exemption to it, before the allocation the Trustee in its discretion may divide the trust into two separate trusts of equal or unequal value, to permit allocation of the exemption solely to one trust which will be entirely exempt from generation-skipping tax. In addition, if a trust hereunder is entirely exempt or nonexempt from generation-skipping tax and -34- adding property to the trust would partially subject it to generation-skipping tax, the Trustee in its discretion may hold that property as a separate trust in lieu of making the addition. Except as otherwise provided herein, the two trusts shall have the same terms and conditions, but the Trustee shall not make discretionary distributions from the income or principal of the exempt trust to beneficiaries who are non-skip persons so long as any readily marketable assets remain in the nonexempt trust. Upon division or distribution of an exempt trust and a nonexempt trust held hereunder, the Trustee in its discretion may allocate property from the exempt trust first to a share from which a generation-skipping transfer is more likely to occur. If the Trustee considers that any distribution from a trust hereunder other than pursuant to a power to withdraw or appoint is a taxable distribution subject to a generation-skipping tax payable by the distributee, the Trustee shall augment the distribution by an amount which the Trustee estimates to be sufficient to pay the tax and shall charge the same against the trust to which the tax relates. If the Trustee considers that any termination of an interest in trust property hereunder is a taxable termination subject to a generation-skipping tax, the Trustee shall pay the tax from the portion of the trust property to which the tax relates without adjustment of the relative interests of the beneficiaries. The foregoing provisions of this ARTICLE SIXTEENTH, Paragraph K. are intended to provide the Trustee with the discretion and k authority to take such steps as may be necessary in the course of planning after Settlor's death for the reduction or elimination, to the extent possible and advisable under all the circumstances, of the federal generation skipping transfer tax. -35- SIGNED by the Settlor and the Trustee on the date and year first above written. _ RICHARD L. RUSSELL, Settlor RICHARD L. RUSSELL, Trustee STATE OF PE SYLVANIA ) COUNTY OF t U u., } Subscribed, sworn to and acknowledged before me by Richard L. Russell, the Settlor and Trustee, the day of l 9� Witness my hand and official seal. (SISAL) No ary lic 0 My Ccmimission expires NQTARIAl.SEAL My address is• JUDY.BOMMGARDNER,Nota Public • NP m GOUnlY My Commission Expires Feb.23,1998 Richard.tru -36- Y � � ` 1 a RICHARD L. RUSSELL TRUST Schedule A Pursuant to the second paragraph on the first page of the m above-referenced Trust, the Settlor thereof hereby assigns, conveys, transfers, sells and delivers to the Trustee of said - Trust, all of the Settlor's right, title and interest in and to the following property: The cash sum of Ten Dollars ($10 . 00) . Settlor's initials : ' Date: ` Trustee' s initials : Date: -37- t FIRST AMENDMENT TO THE _- RICHARD L. RUSSELL TRUST WHEREAS, RICHARD L. RUSSELL, as Grantor and Trustee, entered into a certain Trust Agreement dated the 10th day of May, 1995, known as the RICHARD L. RUSSELL TRUST; and WHEREAS, because of changed circumstances, it has become advisable that the Grantor amend said Trust Agreement; and WHEREAS, the Grantor has reserved the power to amend and modify said Trust Agreement under Article Third thereof; and WHEREAS, pursuant to such power, the Grantor now desires to amend and modify certain provisions of said Trust Agreement dated the 10th day .. i i of May, 1995. NOW, THEREFORE, certain provisions of said original Trust Agreement dated the 10th day of May, 1995, are hereby amended and modified as hereinafter set forth. 1. Article Ninth, Trustee Provisions. The first paragraph of this Article is to be deleted in its entirety and replaced with . the following: "At such time as the initial Trustee shall, for any reason fail to qualify or cease to act as Trustee, Settlor appoints Settlor's spouse and the Grantor's then surviving children, as Co-Trustees of all trusts established under this Trust Agreement. In the event the Settlor's spouse is unable or unwilling to serve as a Co-Trustee, due to any reason whatsoever, then the Grantor's then surviving children shall continue to act as Trustee. In the event the Grantor's then surviving children are unable or unwilling to serve as a Co- Trustee, due to any reason whatsoever, Balliett Financial Services, Inc. shall appoint an individual or corporate Trustee of the Trust. In no event shall Settlor's spouse be the sole remaining Trustee. " All other provisions of said Trust Agreement shall remain in full effect. Z IN WITNESS WHEREOF, RICHARD L. RUSSELL, as Grantor and Trustee, 'n and JAM N. afc ;�` = the presence of (�� + � and who, in the presence of, and at his special instance and request of and by his express direction and in the presence of each other, subscribe the same as attesting witnesses thereto, have caused this instrument to be executed on this 3�a day of C 1999. U Signed, sealed and delivered in the presence of: tee Print ame: Richard L. Russell L 74 Greenwood Circle Wormleysburg, PA 17043 Print Na cLI, "GRANTOR" yG,c X04- n Name: yit„� {-Vj,4E Richard L. Russell rs _ 74 Greenwood Circle I � Wormleysburg, PA 17043 Print Name- "TRUSTEE" g!g 0. 6 1 STATE OF >` COUNTY OF0968 9 The foregoing instrument was acknowledged before me this � day of (3 A - , 1999, by RICHARD L. RUSSELL, the Grantor. Said person did not take an oath and (check one) ❑ is personally known to me, C,`produced a valid driver's license (issued by a state of the United States within the last five (5) years) as identification, or ❑ produced other identification, to wit: • Print Name: �p 0 Notary Public Commission Number: My Commission Expires: 2 t STATE OF COUNTY OF l The f re oin instrument was acknowledged before me this day � g �"�Said of, 1999, by RICHARD L. RUSSELL, the Trustee. person id not take an oath and (check one) ❑ is personally known to me, E? ' produced a valid driver's license (issued by a state of the United States within the last five (5) years) as identification, or ❑ produced other identification, to wit: • pop c.� Print Name: Notary Public Commission Number: My Commission Expires: cej/akko i f:\russe11\ata 3 Property Mapper Cumberland County, PA PERRY COUNT Yy.� Al 74 GREENWOOD CIRCLE PIN 4)-1Q-5QC-1L'3 ems.., � �.. , • • Ovvner-RUSSUL,LINDA If sue r r74°Jr 1 Land Use Code: 101 4 I ry•+ tr Land Assested Va�lllt�4:c:0000 Safe Date�Sun N1 av 1,2c, 0:00:00 PM Year eui; ' •.< � - i IO Ion Copyright 2011 Esri.All rights reserved.Thu Apr 4 2013 03:41:09 PM. 74 GREENWOOD CIRCLE PIN: 47-19-1590-123 Deedbook: 00279-04911 Owner: RUSSELL, LINDA H Land Use Code: 101 Property Type: R Acreage: 0.48 Square Feet: 3428 Taxable Status: T Clean&Green Status: Land Assessed Value$: 90000 Building Assessed Value$: 303700 Total Assessed Value $: 393700 Sale Price$: 10 Sale Date: Sun May 13 2007 08:00:00 PM Year Built: 1957 Municipality: WORMLEYSBURG BORO Height in Stories: Type of Dwelling: DETACH Primary Exterior: Brick Basement Percentage: 100 Air Conditioning: AC Total Rooms: 10 Bedrooms: 4 Full Bath: 3 Half Bath: 2 LA C- O, rD n w L � wwc,atawt,awwwww ; C W " X a) =" W W W W W W W W W W W W n Off. 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N o O C C O- O W O cn N (n 000 CO 000 % O r* -A W O O cn - , W 07 :IN. — W N CO V V -01 � V V N O Ip V c CD N (D N CC/)D x d� A W O (D O G) N CO Cn Cn WA 7-11 O O -& (D W V O 0 0 r fl. �N W p V O C_O N N N O M W -3 O CO io O W N l< O t P Cn . � 0o c0 Cn _ O O. c o 0 � o o` 0 0 0 0 -� cn 3 cn O c =1 � p I %--, � O Cn (cn .P -�' 00 WO O co N W Wp -4 O) U) 0 O W O IQ•ONO V Cn W � pf K V O N — W V O 00 .P Cn CO O 00 Cn — 3 3 K 0 = cr N _ O_ C w X 00 o n W N = n co 1 o �' o D ca Z r CD 3_ m c c 2 cn 0 0 D c cn 0 cn' 0 w m s =cr y cr ' (/) 0 -1 O CD o co cn p c � -o -v o o D CD °- n CL p CD 3 N �N N x C CD CD CD V. : 2 m 0. A rn o lw 0 0 o _n .o o 0 C� c � cn a 0 0 co 1- ' < 0 o o a N m 000 �D a CD m o 00 o n -� O O rt C O d N N O CD O (D m d (p O N CD CD C) ° °o r CL N 0 CD =3 O O O. c O CA' r cn o c =r 0 l< n D P-1. O < o 00 r � o m y X i 3 SMIGEL, ANDERSON& SACKS, LLP J 2, 4431 North Front Street Harrisburg, PA 17110 - Attorneys for Linda H. Russell �`Rr,-�rt - ; REGISTER OF WILLS . t 0., PA IN THE MATTER OF THE ESTATE . CUMBERLAND COUNTY, : PENNSYLVANIA OF : ORPHANS' COURT DIVISION _ IIAD RICHARD L. RUSSELL,DECEASED : : DISCLAIMER OF : LINDA H. RUSSELL WHEREAS,RICHARD L. RUSSELL(the"Decedent")died on January 19,2012, a resident of Cumberland County,Pennsylvania, leaving a Will dated August 3, 1999 which was probated on September 2�8 ,2012, and Letters Testamentary were granted to LINDA H. RUSSELL, who has qualified as Executrix and is still acting as such; and WHEREAS,the Decedent maintained Individual Retirement Accounts at UBS Financial Services Inc. (the"UBS IRA's") listed on Schedule A attached hereto and by this reference made a part hereof,providing for the disposition of said accounts to LINDA H. RUSSELL,as primary beneficiary, and to the Trustee of the Trust under Paragraph D of Article Eighth of the Richard L. Russell Trust dated May 10, 1995 as contingent beneficiary in the event of disclaimer by LINDA H. RUSSELL; and WHEREAS,the undersigned, LINDA H. RUSSELL, desires to irrevocably disclaim, renounce, relinquish and release all her rights as primary beneficiary of the UBS IRA's;and WHEREAS,the above action by LINDA H. RUSSELL will result in the amount so disclaimed passing to the Trustee of the Trust under Paragraph D of Article Eighth of the Richard L. Russell Trust dated May 10, 1995; and I WHEREAS,the undersigned has not heretofore received nor accepted any distribution of income or principal from said UBS IRA's; and WHEREAS, less than nine(9)months have elapsed since the Decedent's death. NO W THEREFORE I LINDA H..RUSSELL,DO HEREBY IRREVOCABLY DISCLAIM, RENOUNCE, RELINQUISH AND RELEASE all my rights as primary beneficiary of the UBS IRA's, causing said property to pass to the Trustee of the Trust under Paragraph D of i Article Eighth of the Richard L. Russell Trust dated May 10, 1995. k Pagel of 3 IN WITNESS WHEREOF, I have hereunto set my hand and seal this day of September, 2012. INDA H. RUSA LL STATE OF PENNSYVANIA : ss. DAUPHIN COUNTY I CERTIFY that on September 2-� , 2012, LINDA H.RUSSELL personally came before me and acknowledged,under oath,to my satisfaction that she is the person who: (a) is named and personally signed this documeent; and (b) signed, sealed and delivered this document as her act and deed. r COMMONWEALTH OF PENNSYLVANIA Notarial Seal Bonita L.Getz,Notary Public Susquehanna Twp.,Dauphin County My Commission Expires May 16,2016 MEMBf^ *FMNSY1 VAPVA ASSOCIATION OF NOTARIES Page 2 of 3 SCHEDULE A 2 i Account Cash & Money Number Account Type/Manager Nickname Total Value Fund Richard Russell IRA Accounts �71 RUSSELL 3601196 IRA (Alts) 332,650.46 35,701.60 F IRA Access RUSSELL R 3BO1197 (PIMCO-TOTAL RE) (Pimco Total Rtn) 268,470.63 31,537.02 RUSSELL R 3802835 IRA (Newgate) 250,075.13 250,075.13 RUSSELL R 3602834 IRA (Cincinnati) 250,075.13 250,075.13 RUSSELL R 3802839 IRA (Premier Wealth) 250,074.79 250,074.79 RUSSELL R 3602837 IRA (Bahl and Gaynor) 250,074.79 250,074.79 RUSSELL R 3602836 IRA (Reinhart) 220,066.42 220,066.42 IRA Access RUSSELL R Miller Howard 165,216.19 4,596.53 3801.198 (MlLLER/f-IOWARa) ( } c IRA Access RUSSELL R 3601.200 LARD, ABBETT C) (LordAbbett Conv) 155,024.84 11,879.42 RUSSELL R w LCG) 127,387.91 9,060.61 3801199 IRA (Winslo RUSSELL R 31302838 IRA (Polen LCG) 100,030.71 100,030.71 4 ' f t E R being rovided as a service of your Financial Advisor and does not supersede or This information is g p replace your monthly UBS Financial Services Inc. customer statement. based upon the market value of your account as of the close of business on 09/26/12, This information is bas p and is subject to daily market fluctuation. f- ;r cn r C O m p � c>3 �► U C H b b 00 IL N Env v � �xv �o c C b n ° co M m D U t o a ca .n Cl) pp cts N o ct - OO y� yt V N C O .r v Cf O O i J �� p N _ o >, r � � a oho $ ° $ 8 p O NCO [r H N C QO O Cl) N a E= c � Zt Q N `m N•aaj to Cf) to 'a cs > Uoo0v -0 T3 - N O cn m N� �� � -. o o _ t0 O) m 3 LL b o a3 0 C O o n = W Co -cc D. 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