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Home My WebLink About02-0313COMMONWEALTH OF PENNSYLVANIA DEPARTMENT OF REVENUE BUREAU OF INDIVIDUAL TAXES DEPT. 280601 HARRISBURG, PA 17128-0601 PENNSYLVANIA INHERITANCE AND E,~TATE TAX OFFICIAL RECEIPT No. NR002702 RECEIVED FROM: PHYLLIS E. SALTZMAN 2065 UNIVERSITY EUGENE, OR 97403-1541 ESTATE INFORMATION FILE NUMBER NAME OF DECEDENT (LAST) (FIRST) (MI) ENGLE KATHRYN W DATE OF PAYMENT 9/27/2001 POSTMARK DATE 9/13/2001 COUNTY Non-Resident DATE OF DEATH 12/1312000 REMARKS EXT. ACN ASSESSMENT CONTROL NUMBER 101 TOTAL AMOUNT PAID RECEIVED BY AMOUNT 50,000.00 $50,000.00 John M. Riedman SEAL COMMONWEALTH OF PENNSYLVANIA DEPARTMENT OF REVENUE Register COMMONWEALTH OF PENNSYLVANIA DEPARTMENT OF REVENUE DEPT. 280601 HARRISBURG, PA 17128-0601 REV- 500 INHERITANCE TAX RETURN RESIDENT DECEDENT OFFICIAL USE ONLY ,a.t- oa.- DECEDENTS NAME (LAST, FIRST, AND MIDDLE iNiTIAL) SOCIAL SECURITY NUMBER Z ENGLE, KATHRYN, W. 162-38-2615 LLI DATE OF DEATH (MM-DD-YEAR) DATE OF BIRTH (MM-DD-YEAR) THIS RETURN MUST BE FILED IN DUPLICATE WITH THE I.U REGISTER OF WILLS (D 12/13/2000 06/06/1904 III (IF APPLICABLE) SURVIVING SPOUSE'S NAME (LAST, FIRST, AND MIDDLE INITIAL) SOCIAL SECURITY NUMBER N/A N/A LU ~oo n-~ O LU n, [] 1. Original Return [] 4. Limited Estate [] 6. Decedent Died Testate (Attach copy of Will) [] 9. Litigation Proceeds Received [] 2. Supplemental Retum ] 46. Future Interest Compromise (date of death alter 12-12-82) [] 7. Decedent Maintained a Living Trust ~achcopy of Trust) [] 10. Spousal Poverty Credit (date of death between 12-31-91 and 1-1-95) [] 3, Remainder Return (date of death prior to 12-13-82) [] 5. Federal Estate Tax Return Required O 8. Total Number of Safe Deposit Boxes [] 11. Election to tax under Sec. 9113(A) (Attach Sch O) NME PHYLLIS SALTZMAN, TRUSTEE FIRM NAME(IfAppH~b~) TELEPHONENUMBER 541-686-0736 IC~PLETE ~ILING ADDRESS 2065 UNIVERSITY EUGENE, OR 97403 1. Real Estate (Schedule A) 2. Stocks and Bonds (Schedule B) 3. Closely Held Corporation, Partnership or Sole-Proprietorship 4. M~gages & Notes Receivable (Schedule D) 5. Cash, Bank Deposits & Miscellaneous Personal Property (Schedule E) 6. Jointly Owned Property (Schedule F) [] Separate Billing Requested 7. Inter-Vivos Transfers & Miscellaneous Non-Probate Property (Schedule G or L) 8. Total Gross Assets (total Lines 1 - 7) 9. Funeral Expenses & Administrative Costs (Schedule H) 10. Debts of Decedent, Mortgage Liabilities, & Uens (Schedule I) 11. Total Deductions (total Lines 9 & 10) 12. Net Value of Estate (Line 8 minus Line 11) 13. 14. (1) (2) (3) (4) (5) (6) (7) (9) (10) Charitable and Governmental Bequests/Sec 9113 Trusts for which an election to tax has not been made (Schedule J) Net Value Subject to Tax (Line 12 minus Line 13) 443.00 956,953.00 (6) 10,387.00 10,382 .00 (11) (12) (13) (14) OFFICIAL USE ONLY 957,396.00 20,769.00 936,627.00 234,157.00 702,470.00 SEE INSTRUCTIONS FOR APPLICABLE RATES 15. Amount of Line 14 taxable at the spousal tax rate, or transfers under Sec. 9116 (a)(1.2) 16. Amount of Line 14 taxable at lineal rate 14 taxable at sibling rate rate 0 x .o 0 ¢5) 561,976 x .o 45 (16) 93,663 x .12 (17) 46,831 x .15 (18) (19) 0.00 25,288.92 11,239.56 7,024.65 43,553.13 Decedent's Complete Address: ISTREEI ADDRESS MESS IAH VI LLAGE; C~TY MECHANI CSBURG 100 MT. ALLEN DR. Tax Payments and Credits: 1. Tax Due (Page 1 Line 19) 2. Credits/Payments A. Spousal Poverty Credit B. Pdor Payments C. Discount 50,000 InterestJPenalty if applicable D. Interest E. Penalty ISTATE PA 91737 (1) 43,553.13 Total Credits (A + B + C) (2) 50,000.00 6,446.87 0.00 Total InterestJPenalty (D + E) (3) 4. If Line 2 is greater than Line 1 + Line 3, enter the difference. This is the OVERPAYMENT, Check box on Page I 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) A. Enter the interest on the tax due. (5A) B. Enter the total of Line 5 + 5A. This is the BALANCE DUE. (5B) 0.0 0 Make Check Payable to: REGISTER OF WILLS, AGENT PLEASE ANSWER THE FOLLOWING QUESTIONS BY PLACING AN "X" IN THE APPROPRIATE BLOCKS 1. Did decedent make a transfer and: Yes No a. retain the use or income of the property transferred; ........................................ [] [] b. retain the dght to designate who shall use the property transferred or its income; ................... [] [] c. retain a reversionary interest; or ....................................................... [] [] d. receive the promise for life of either payments, benefits or care? ............................... [] [] 2. If death occurred after December 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 secudty at his or her death? ..... [] [] 4. Did decedent own an Individual Retirement Account, annuity, or other non-probate property which contains a beneficiary designation? ....................................................... [] [] IF THE ANSWER TO ANY OF THE ABOVE QUESTIONS IS YES, YOU MUST COMPLETE SCHEDULE G AND FILE IT AS PART OF THE RETURN. Under penalties of penury. I declare that I have examined this retum, including accompanying schedules and statements, and to the best d my knowledge and belief, it is true, correct and complete. Declaration of preparer ether than lhe personal representative is based on all information of which prepare' has any knowledge. SIGNA~JJ,~E OF PERSON RESPONSIBLE FOR FILING RETURN 2065'UNIVERSITY; EUGENE', OR 97403 SIGNATU~LDF PREPARER OTHE~,];HAN~PRES~ISTATIVE ADDRESS 975 OAK ST., SUITE 500; EUGENE, OR 97401 DATE ( For dates of death on or after July 1, 1994 and before January 1, 1995, the tax rate im posed on the net value of transfers to or for the use of the surviving spouse is 3% [72 P.S. §9116 (a) (1.1) (i)]. For dates of death on or after January 1, 1995, the tax rate imposed on the net value of transfers to or for the use of the surviving spouse is 0% [72 P.S. {}9116 (a) (1.1) (ii)]. The statute does not exempt a transfer to a surviving spouse from tax, and the statutory requirements for disclosure of assets and filing a tax retum 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 twenty-one 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% [72 P.S. §9116(a)(1.2)]. The tax rate imposed on the net value of transfers to or for the use of the decedenrs lineal beneficiaries is 4.5%, except as noted in 72 P.S. §9116(1.2) [72 P.S. §9116(a)(1)]. The tax rate imposed on the net value of transfers to or for the use of the decedent's siblings is 12% [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. STF PA42021F.2 [ REV-1508~EX + (1-97) (I) COMMONWEALTH OF PENNSYLVANIA INHERITANCE TAX RETURN RESIDENT DECEDENT ESTATE OF KATHRYN ENGLE SCHEDULE E I CASH, BANK DEPOSITS, & MISC. PERSONAL PROPERTY FILE NUMBER Include the proceeds of litigation and the date the proceeds wee received by the estate. All property jointly-owned with the right of survivorship must be disclosed on Schedule F. ITEM VALUE AT DATE NUMBER DESCRIPTION OF DEATH 1. CALIFORNIA INCOME TAX REFUND FROM THE DECEDENT'S 2000 NONRESIDENT RETURN 443 TOTAL (Also enter on line 5, Recapitulation) $ 4 4 3 (If mom space is needed, insert additional sheets of the same size) S'IF PA42021F.9 ~ REV-1510 TX + (1-97) (I) COMMONWEALTH OF PENNSYLVANIA INHERITANCE TAX RETURN RESIDENT DECEDENT ESTATE OF KATHRYN ENGLE SCHEDULE G INTER-VIVOS TRANSFERS & MISC. NON-PROBATE PROPERTY FILE NUMBER This schedule must be completed and flied if the answer to a~y of questions 1 through 4 on the reverse side of the REV-1500 COVER SHEET is yes. DESCRIPTION OF PROPERTY % OF ITEM INCLLDE TFE NAM E OF TFE '[RANSFEREE, T]-EIR RELATIONSFI P TO DECEDENT AND T~E DA~ DATE OF DEATH DECD'S EXCLUSION TAXABLE VALUE NUMBER OF TRANSFER. ATTACH A COPY OF TFE DEED FOR REAL ESTATE. VALUE OF ASSET INTEREST (IF APPLICABLE) 1. SEE ATTACHED LISTING FOR ASSETS 950,461 100 50,461.0( TRANSFERRED BY THE DECEDENT AND THE DECEDENT'S SPOUSE TO THE ENGLE REVOCABLE LIVING TRUST DATED JUNE 18, 1984 AS AMENDED IN FULL ON FEBRUARY 17, 1997. 2 BRETHEREN IN CHRIST CHURCH PENSION 122 100 122.0( 3 CALIFORNIA STATE TEACHERS RETIREMENT 6,370 100 6,370.0( SYSTEM SURVIVOR' S BENEFITS TOTAL (Also enter on line 7, Recapitulation)$ ...... 956,953.0( (If more space is needed, insert additional sheets of the same size) STF PA42021 F. 11 ESTATE OF KATHRYN ENGLE SSN: 162-38-2615 FORM REV-'IS00, SCHEDULE G Trust Securities 1 SB Money Funds Cash Port CI A, 19,919.39 shs, $1 per share 2 Investment Co. of America, 16,927.609 shs, $32.860 per share @ 12/13/00. Symbol: AIVSX Trust Cash 3 Centennial Bank, 675 Oak St., Eugene, OR. Checking acct ~42530556 4 PNCBank, National Association, P.O. Box 535230; Pittsburgh, PA. Checking acct #50-0088-9201 Value at Date of Death 19,919.39 556,241.23 4,439.16 11,719.82 6 Trust Partnerships Rancon Realty Fund IV LP, 15 units @ $300 per unit based on the offer to purchase LP interest from MPI in December 2000. See attached letter. Rancon Realty Fund V LP, 5 units @ $270 per unit based on the offer to purchase LP interest from CMG Partners, LLC on October 30, 2001. See attached letter. Select Income Prop. 6 LP, 90 units @ $400 per unit based on last sale of interest on July 1 2000. Date Street Properties LP. O'Bryan Co. 190 N. Arrowhead Ave., Suite G Rialto, CA 92376. Investment was in litigation before 12/13/00 and has no value at 12/13/00 or 6/13/01. 4,500.00 1,350.00 36,000.00 Trust Retirement 9 Travelers Life & Annuity. Account #9488661. Account cashed in on 2/22/01. Investment in contract was $95,000. Other Trust Assets 10 Receivable from Engle Decedent's Trust Value in the Engle Revocable Living Trust as of 12/13/2000 237,316.55 78,975.00 950,461.15 ' REV-1511 t~x + (1-97) (I) COMMONV~r_ALTH OF PENNSYLVANIA INHERITANCE TAX RETURN RESIDENT DECEDENT ESTATE 0 F KATHRYN ENGLE SCHEDULE H FUNERAL EXPENSES & ADMINISTRATIVE COSTS FILE NUMBER Oebts of decedent must be reported on Schedule I. ITEM NUMBER DESCRIPTION AMOUNT 2 3 4 5 6 7 8 B. 1. 5. 6. 7. FUNERAL EXPENSES: CONKLIN FUNERAL HOME. FUNERAL SERVICES. MESSIAH VILLAGE. FUNERAL RECEPTION IN PENNSYLVANIA. STONE'S FUNERAL HOME. GRAVESIDE AND BURIAL EXPENSES. BELLEVUE CEMETERY. BURIAL COSTS AND MARKER. SUZANNE'S FLOWERS. FLOWERS FOR GRAVESIDE SERVICE. RON GRAF, STEVE SMITH, JOLENE HRUSKA. HONORARIUMS FOR MINISTER AND MUSICIANS. PHYLLIS SALTZMAN. PERSONAL REP TRAVEL COSTS. ALBERTSONS. FOOD FOR RECEPTION. ADMINISTRATIVE COSTS: Personal Representative's Commissions Name of Personal Representative(s) Social Security Number(s) / EIN Number of Personal Representative(s) Street Address City State Year(s) Commission Paid: Attorney Fees Family Exemption: (If decedent's address is not the same es dalmanfs, attach explanation) Claimant Zip Street Address C~y Relationship of Claimant to Decedent Probate Fees Accountant's Fees Tax Raturn Preparer's Fees State Zip TOTAL (Also enter on line 9, Recapitulation) 6,781 242 1,148 943 141 235 796 101 10,387 (If mom space is needed, insert additional sheets of the same size) STF PA42021F. 12 , REV-1512 TX + (1-97) (I) COMMONV'E. ALTH OF PENNSYLVANIA INHERITANCE TAX RETURN RESIDENT DECEDENT ESTATE OF KATHRYN ENGLE SCHEDULE I DEBTS OF DECEDENT, MORTGAGE LIABILITIES, & LIENS FILE NUMBER Include unreimbursed medical expenses. ITEM NUMBER DESCRIPTION AMOUNT 2 3 4 5 6 7 8 9 10 PA DEPARTMENT OF REVENUE. 2000 INCOME TAXES DUE. MESSIAH VILLAGE. NURSING HOME CARE. PHILHAVEN PSYCHIATRIC HOSPITAL. COUNSELING SERVICES QUANTAM IMAGING. XRAY SERVICES. INTERNISTS OF CENTRAL PA. PHYSICIAN SERVICES. PHARMERICA. COVERAGE FOR NOVEMBER. MOBILE XRAY IMAGING. XRAY SERVICES. COLDWATER CREEK. CATALOG ORDER ON 12/1/00. KREAMER MEDICAL. WHEEL CHAIR REPAIR. JACKSON PERKINS. CATALOG ORDER OF FLOWERS. 1,418 7,502 30 4 34 1,019 116 77 163 19 TOTAL (Also enter on line 10, Recapitulation) $ 10,3 8 2 (If more space is needed, insert additional sheets of the same size) STF PA42021 F. 13 , REV-1513 ~X + (9-00) COMMONWEALTH OF PENNSYLVANIA INHERITANCE TAX RETURN RESIDENT DECEDENT ESTATE OF KATHRYN ENGLE SCHEDULE J BENEFICIARIES FILE NUMBER NUMBER NAME AND ADDRESS OF PERSON(S) RECEIVING PROPERTY T~ABLEDISTRIBUTlONS[includeoutfightspousaldi~dbutions, andtmns~m underSec. 9116(a)(1.2)] RACHEL MARTIN 624 CEDAR CREST MECHANICSBURG, PA 17055 MARTHA CRIDER 631 HOLLY HEIGHTS MECHANICSBURG, PA 17055 ESTATE OF ELOISE ENGLE, JENNIFER CUNN 7661 HOMESTEAD LANE HIGHLAND, CA 92346 ARDYS E. THUMA 726 ALLEGHENY MECHANICSBURG, PA 17055-2015 MARY LOU BERT 5671 EAGLE PARKWAY #2 FERNDATE, WA 98248 PHYLLIS E. SALTZMAN 2065 UNIVERSITY EUGENE, OR 97403 RELATIONSHIP TO DECEDENT Do Not ListTrustee(s) SISTER SISTER [NGHAM NIECE DAUGHTER DAUGHTER DAUGHTER AMOUNT OR SHARE OF ESTATE 5% 5% 5% 20% 20% 20% ENTER DOLLAR AMOUNTS FOR DISTRIBUTIONS SHOWN ABOVE ON LINES 15 THROUGH 18, AS APPROPRIATE, ON REV-1500 COVER SHEET NON-TAXABLE DISTRIBUTIONS: A. SPOUSAL DISTRIBUTIONS UNDER SECTION 9113 FOR WHICH AN ELECTION TO TAX IS NOT BEING MADE B.C~RI~BLEANDGOVERNMEN~LDISTRIBUTIONS ALTA LOMA BRETHEREN IN CHRIST 9974 19TH ST. ALTA LOMA, CA 91737 MESSIAH VILLAGE 100 MT. ALLEN DR MECHANICSBURG, PA 17055-2015 CHURCH TOTAL OF PART I! - ENTER TOTAL NON-TAXABLE DISTRIBUTIONS ON LINE 13 OF REV-1500 COVER SHEET 187,326 46,831 234,157.00 STF PA42021 F. 14 (If more space is needed, insert additional sheets of the same size) October 10, 2001 Law Offices of Moss- Adams, CPA. 975 Oak St.- Suite 500 Eugene, OR 97401-3177 COMMONWEALTH OF PENNSYLVANIA DEPARTMENT OF REVENUE BUREAU OF INDIVIDUAL TAXES DEPARTMENT 280601 HARRISBURG, PA 17128-0601 Telephone 717 787-3930 Fax 717 772-0412 Dear Ms Butler: Re: Estate of Kathryn W. Engle File Number 9901-0683 This is in response to your request for an extension of time to file the Inheritance Tax Return for the above estate. In accordance with Section 2136 (d) of the Inheritance and Estate Tax Act of 1995, the time for filing the return is extended for an additional period of six months. This extension will avoid the imposition of a penalty for failure to make a timely return. However, it does not prevent interest from accruing on any tax remaining unpaid after the delinquent date. The return must be filed with the Deaprtment of Revenue, Inheritance Tax Division, Nonresident Unit on or before March 13,2002. Because Section 2136 (d) of the 1995 Act allows for only one extra period of six (6) months, no additional extension(s) will be granted that would exceed the maximum time permitted. Sincerely, ~ ,~ /~ Jeffrey Hollenbush, Supe~isor Document Processing Unit Inheritance Tax Division 'Form 706 (Rev. July 1999) Department of the Treasury Internal Revenue Service la 3a LU ~ 6a '0 ~ 8 10 4 § ?a 8 9 1§ 16 17 18 20 21 24 26 27 United States Estate (and Generation-Skipping Transfer) Tax Return Estate of a citizen or resident of the United States (see separate instructions). To be filed for decedents dying after December 31,1999 For Paperwork Reduction Act Notice, see page I of the separate instructions. KATHRYNDecedent's first name and middle initial (and maiden name, if any) lbl~,NG.r,~,Decedent's last name Legal residence (domicile) at time of death (county, state, and ZIP code, or foreign country) CUMBERLAND r PENNSYLVANIA Name of executor (see page 4 of the instructions) PHYLLIS E. SALTZMAN Executor's social security number (see page 4 of the instructions) 166-26-5889 Name and location of court where will was probated or estate administered NO PROBATE REQUIRED If decedent died testate, check here · I X I and attach a certified copy of the will. I 9 If Form 4768 is attached, check here · If Schedule R-1 is attached, check here · Total gross estate less exclusion (from Part 5, Recapitulation, page 3, item 12) ......................................................... Total allowable deductions (from Part 5, Recapitulation, page 3, item 23) Taxable estate (subtract line 2 from line 1) ......................................................................................................... Adjusted taxable gifts (total taxable gifts (within the meaning of section 2503) made by the decedent after December 31,1976, other than gifts that are includible in decedenrs gross estate (section 2001(b))) .............................. Add lines 3 and 4 Tentative tax on the amount on line 5 from Table A on page 12 of the instructions ...................................................... If line 5 exceeds $10,000,000, enter the lesser of line 5 or $17,184,000. If line 5 is $10,000,000 or less, skip lines 7a and 7b and enter -0- on line 7c ............... 7a Subtract $10,000,000 from line 7a .................................................................. Enter 5% (.05} of line 7b ................................................................................................................................. Total tentative tax (add lines 6 and 7c) ............................................................. :.. ................................................ Total gift tax payable with respect to gifts made by the decedent after December 31, 1976. Include gift taxes by the decedenrs spouse for such spouse's share of split gifts (section 2513) only if the decedent was the donor of these gifts and they are includible in the decedent's gross estate (see instructions) ...................................................... Gross estate tax (subtract line 9 from line 8) ............................................................................................ Maximum unified credit (applicable credit amount) against estate tax 11 2 2 0 r 5 5 0 Adjustment to unified credit (applicable credit amount). (This adjustment may not exceed $6,000. See page 4 of the instructions.) I 12 I 0 Allowable unified credit (applicable credit amount) (subtract line 12 from line 11) ...................................................... Subtract line 13 from line 10 (but do not enter less than zero) ................................................................................. Credit for state death taxes. Do not enter more than line 14. Figure the credit by using the amount on line 3 less $60,000. See Table B in the instructions and attach credit evidence (see instructions) ................................................ Subtract line 15 from line 14 Credit for Federal gift taxes on'P';e:~ ~/'~'g'i~ }'~i;;'~'~;i'~'i'i;~;h"~O'~Ji~tiO'~i'ii::i: ..... i'~ ....................................... Credit for foreign death taxes (from Schedule(s) P). (Attach Form(s) 706-CE.) ............ Credit for tax on prior transfers (from Schedule Q) Total (add lines 17, 18, and 19) ...................................................................................................................... Net estate tax (subtract line 20 from line 16) ..................................................................................................... Generation-skipping transfer taxes (from Schedule R, Part 2, line 10) ..................................................................... Total transfer taxes (add lines 21 and 22) ......................................................................................................... Prior payments. Explain in an attached statement ............................................... 24 United States Treasury bonds redeemed in payment of estate tax f Total (add lines 24 and 25) ......................................................................................................................... Balance due (or overpayment) {subtract line 26 from line 23) ............................................................................... OMB No. 1545-OO15 2 Decedent's Social Security No. 162-38-2615 3b Year domicile established 14 Date ofbirth 15 Date ofdeath 1998 06/06/1904 12/13/2000 6b Executor's address (number and street including apartment or suite no. or rural route; city, town, or post office; state; and ZIP code) 2065 UNIVERSITY ST. EUGENE, OR 97403 Jb Case number /A 924,540. 246r424. 678,116. 678,116. 221,703. 0. 221,703. 221,703. 220r550. 1,153. 1,153. 0. 0. 0. Under penalties of pedury, I declare that I have examined this return, including accompanying schedules and statements, and to the best of my knowledge an(~ belief, it is true, correct, and complete. Declaration of prapar~r other than the executor is based on all information of which preparer has any knowledge. Signature(s) of executor(s) Date Signature of preparer other than executor 005001 ~2 ~3-oo LHA 08070313 099306 80666 MOSS ADAMS LLP 975 OAK STREET, SUITE 500 EUGENE, OREGON 97401 2000.08000 Address(andZIPcode) 2 ENGLE, KATHRYN Date 80666 1 ESTATE OF KATHRYN ENGLE SSN: 162-38-2615 THE WILL ATTACHED TO THIS FORM 706 APPOINTS EXECUTORS TO BE ELWIN M. ENGLE AND MARY K. ENGLE. HOWEVER, SINCE THERE WERE NOT ANY PROBATE ASSETS IN THE ESTATE, ALL PROPERTY HAS BEEN ADMINISTERED IN ACCORDANCE WITH THE GRANTOR TRUST -SEE COPY OF DOCUMENT AND LISTING OF ASSETS AT SCHEDULE G, PHYLLIS SALTZMAN, THE TRUSTEE OF THE ENGLE TRUST, HAS SIGNED THIS RETURN IN HER CAPACITY AS SUCESSOR TRUSTEE. SEE ATTCHED RESIGNATION OF TRUSTEE. RESIGNATION OF TRUSTEE We, Charles E. Engle and Kathryn W. Engle, do hereby voluntarily decline to serve as Trustees of The Engle Revocable Living Trust, dated June 18, 1984, as amended in full February 17, 1997. By our resignation, all authority and powers we had as Trustees of said Trust are hereafter the duty of the Successor Trustee, Phyllis E. Saltzman. I declare under penalty of perjury, that the foregoing is true and correct. CHARLES E. ENGLE Dated: ,/'-~ ? , 1998 KATHRYI~ W. ENGLE ~ State of California ) ) County of San Bernardino ) SS. On January 29, 1998, before me, Larry Copenbarger a Notary Public in and for the State of California, personally appeared Charles E. Engle and Kathryn W. Engle, personally known to me to be the persons whose names are subscribed to the within instrument, and acknowledged to me that they executed the same in their authorized capacities, and that by their signatures on the instrument the persons, or the entity upon behalf of which the persons acted, executed the instrument. ,.~;...., WITNESS my hand and official seal. Il~ J ~LARRY COPENBARGER .~'/' '"'f~'~\ COMMtSS~ #1045251 C3 /~ Notary Public- Calitomla 2. I:~ .~"~-i ORANGE COUNTY : ldy Comrr='.,~ton Ex,'es 1~ NOVEMBER 20, 1998 LAST WILL AND TESTAMENT OF CHARLES E. ENGLE I, CHARLES E. ENGLE, reside at 355 West Arrow Highway, in the City of Upland, County of San Bernardino, State of California, and declare that this is }ny Will. ITEM I I revoke all Wills and Codicils previously made by me. ITEM II I declare that at this time I am married to KATHRYN W. ENGLE, and all references in this Will to my wife are to her. I was married to LUCILLE ENGLE, who departed this life on November 9, 1945. ITEM III I have been the father of three (3) children during my lifetime. Their names are ARDY$ LUCILLE 'l'J~oorn January 29, 1924, MARY LOU BERT, born August 24, 1930, and PHYLLIS JEAN SALTZMAN, born October 30, 1932. I have no deceased children and I have no deceased children. The terms "my child" and "my children" as used in this Will shall include any child hereinafter born to or adopted by me. The term "my issue" shall refer to my lineal descendants, and the lineal descendants of any child adopted by me. ITEM IV I intend by this Will to dispose of my wife's share of our community property, all of my quasi-community property, if any, and all other property over which I have power of testamentary disposition. I believe it to be for my wife's benefit to take under this Will, and request that she give careful consideration to doing so. If my wife elects to take the rights given her by law, she shall nevertheless be entitled to the benefits given her under this Will in all property over which I have exercised my power of testamentary disposition. If my wife elects to take under this Will, I direct that she make a timely election to either subject her community property to administration in my estate or ekse transfer it to the Trustee referred to in ITEM V below. PAGE 1 OF 5 PAGES OF LAST WILL OF ITEM V I hereby will, give, devise, and bequeath all the rest, residue and remainder of my estate to the Trustee named in that certain REVOCABLE LIVING TRUST AGREEMENT dated June la, 19S4, and amended ~] '- /~'- ~ ~ , of which I am a Trustor, to be added to and made a part of the principal of said Trust, and to be held, administered and distributed pursuant to the terms and provisions thereof as shall exist .at the time of my death, including all amendments and modifications thereto made after the the execution of this Will, In addition to the other powers granted hereunder, I authorize my Executrix to defer to the discretion of the Trustee of any Trust created in my lifetime under which the Trustee has the power to exercise a "qualified terminable interest property" election, as provided in Sections 2055(b)(?) and 2523(f) of the Internal Revenue Code of 1954, as amended. 1 do not intend to create a separate trust by this Will, nor do I intend to subject the Trust referred to above or any of its assets to the jurisdiction of the probate court. However, if, for any reason, the disposition in this Item is not operative, or is invalid, or if the Trust referred to above fails or has been revoked, then I hereby incorporate by reference the terms of said Trust on the date of its execution, without giving effect to any subsequent amendments thereto (but giving effect to the exercise of any power of appointment and any power of withdrawal set forth in said Trust on the date of its execu- tion). I give the residue of my estate to the successor Trustee named in said Trust, IN TRUST, to be held, administered and distributed as therein provided. ITEM VI I appoint my wife to serve as Executrix of this, my Last Will and Testament, and request that she serve without bond. If she shall, for any reason, fail or refuse to qualify or cease to act as Executrix, I appoint ELWIN M. ENGLE and MARY K. ENGLE, or the survivor of them, currently residing at 1655 V First Avenue, Upland, California, to serve, without bond, as Executor of this, my Last Will and Testament. If either of them shall be unable or unwilling to serve as an Executor, I appoint DEAN ENGLE, currently residing in Alta Loma, California, to serve, without bond, as a Co-Executor of this, my Last Will and Testament. The terms "my Executrix," "my Executor", and "my Co-Executors," as used in this Will, shall include any personal representative of my Estate. PAGE 2 OF 5 PAGES OF LAST WILl, OF Any successor Executor shall have all the rights and obligations as any Executor originally named in this Item. ITEM VII My estate may be administered under the California Independent Administration of Estates Act. I authorize my Executrix to invest and reinvest any surplus money in my estate in every kind of property, real, personal, or mixed, and in every kind of investment, specifically including, but not limited to, interest bearing accounts, corporate obligations of every kind, preferred or common stocks, shares of investment trusts, investment eompanies~ mutual funds or common trust funds, including funds administered by the Executrix, and mortgage participations, that persons of prudence, discretion and intelligence acquire for their own account. I authorize my Executrix to sell~ with or without notice, at either public or private sale, any property belonging to my estate that my Executrix shall deem a~propriate for the proper administration and distribution of my estate. My Executrix shall have absolute discretion in selecting property to be allocated to any trust or share created by this Will or to be distributed in satisfaction of any bequest provided for in this Will, without regard to the income tax basis of the property. My Executrix shall be specifically excused from any duty of impartiality with respect to the income tax basis of the property; provided, however, that my Executrix shall not exercise thh discretion in a manner that will result in the loss of, or decrease, any marital or charitable deductions otherwise allowable in determining my federal estate tax. ITEM VIII I direct that all inheritance, estate or other death taxes that may, by reason of my death, be attributed to my probate estate or any portion of it, or to any property or transfers of property outside my probate estate, shall be paid by my Executrix out of the residue of my estate disposed of by this Will, without adjustment among the residuary beneficiaries, and shall not be charged against or collected from any beneficiary of my probate estate or from any transferee or beneficiary of any property outside my probate estate. PAGE 3 OF 5 PAGES OF LAST WILL OF ITEM IX I have not entered into a contract to make u Will or contracted not to revoke this Will or any other Will. ITEM X If any beneficiary under this Will in any manner, directly or indirectly, contests or attacks this Will or any of its provisions, any share or interest in my estate given to that contesting beneficiary under this Will is revoked and shall be disposed of in the same manner provided in this Will as if that contesting beneficiary had predeceased me without issue. ITEM XI I am making and executing this, my Last Will and Testament, in duplicate. One (1) copy shall be deposited with my attorneys, Coperibarger & Copenbarger, at their offices at 2171 Campus Drive, Suite 200, Irvine, California, 92715, and the other shall be retained by me. I direct that either of those instruments be admitted to probate as my Last Will and Testament, without the other. The production after my death of any executed copy of this Will shall be prima facie evidence that this Will was in full force and effect at the time of my death, unless a Will is produced which has been executed by me at a date subsequent hereto. So that there may be no presumption of revocation of this Will by me, in the event the original retained by me cannot be found after my death, I do hereby declare that I will not at any time revoke this Will except by a later Will expressly revoking this Will, or by the destruction of all executed copies of this Will. IN WI~TN/F~SS WHEREOF, I have hair, under set my hand on this Will, on this day of ~ ,1985, in ~/-/~-~'(~/a~/_~alifornia. ' CHA'~RLES E. ENGLE - - / TIlE FOREGOING INSTRUMENT, consisting of five (5) pages, was executed by CHARLES E. ENGLE on the date hereof, signed as, and declared to be his Last Will and Testament in our presence. We, at his request and in his presence, and in the presence of each other, have subscribed our names as witnesses thereto. Each of us observed the PAGE 4 OF 5 PAGES OF LAST WILL OF signing of this Will by CHARLES E. ENGLE and by each other subscribing witness, and know each signature to be the true signature of the person whose name was signed. Each of us is now an adult and a competent witness and reside at the address set forth after each of our names. We are all acquainted with CHARLES E. ENGLE. At this time he is over the age of eighteen (18) years, and, to the best of our knowledge, he is of sound mind, and not acting under any duress, menace, fraud, misrepresentation, or undue influence. We declare under penalty of perjury that the foregoin, gnis true and correct, and was executed on this / ~ ~ day of("~~ , 1985, in residing at J ,~ ? ~ /k/ Witness residing at PAGE 5 OF 5 PAGES OF LAST WILL OF ~ LAST WILL AND TESTAMENT OF KATHRYN W. ENOLE I, KATHRYN W. ENOLE, reside at 355 West Arrow Highway, in the City of Upland, County of San Bernardino, State of California, and dee]are that this is my Will. ITEM I I revoke aH Wills and Codieils previously made by me. ITEM II I declare that at this time I am married to CHARLES E. ENGLE, and all references in this Will to my husband are to him. ITEM III I have not been the mother of any children during my lifetime, and 1 have no aaopted children. The terms "my child" and "my children" as used in this Will shall include any child hereinafter born to or adopted by me. The term "my issue" shall refer to my lineal descendants, and the lineal descendants of any child adopted by me. ITEM IV I intend by this Will to dispose of my husband's share of our community property, all of my quasi-community property, if any, and all other property over which I have power of testamentary disposition. 1 believe it to be for my husband's benefit to take under this Will, and request that he give careful consideration to doing so. If my husband elects to take the rights given him by law, he shall nevertheless be entitled to the benefits given him under this Will in all property over which I have exercised my power of testamentary disposition. If my husband elects to take under this Will, I direet'{hat he make a timely election to either subject his community property to administration in my estate or else transfer it to the Trustee referred to in ITEM V below. ITEM V I hereby will, give, devise, and bequeath all the rest, residue and remainder of my estate to the Trustee named in that certain REVOCABLE LIVING TRUST AGREEMENT PAGE 1 OF 5 PAGES OF LAST WILL OF F~,V/, ~ , dated June 18, 1984, and amended _~--~/~-- fi5 , of which I am a Trustor, to be added to and made a part of the principal of said Trust, and to be held, administered and distributed pursuant to the terms and provisions thereof as shall exist at the time of my death, including all amendments and modifications thereto made after the the execution of this Will. In addition to the other powers granted hereunder, I authorize my Executor to defer to the discretion of the Trustee of any Trust created in my lifetime under which the Trustee has the power to exercise a "qualified terminable interest property" election, as provided in Sections 2056(b)(7) and 2523(f) of the Internal Revenue Code of 1954, as amended. I do not intend to create a separate trust by this Will, nor do ] intend to subject the Trust referred to above or any of its assets to the jurisdiction of the probate court. However, if, for any reason, the disposition in this Item is not operative~ or is invalid, or if the Trust referred to above fails or has been revoked, then I hereby incorporate by reference the terms of said Trust on the date of its execution, without giving effect to any subsequent amendments thereto (but giving effect to the exercise of any power of appointment and any power of withdrawal set forth in said Trust on the date of its execu- tion). I give the residue of my estate to the successor Trustee named in said Trust, IN TRUST, to be held, administered and distributed as therein provided. ITEM VI I appoint my husband to serve as Executor of this, my Last Will and Testament, and request that he serve without bond. If he shall, for any reason, fail or refuse to qualify or cease to act as Executor, I appoint ELWIN M. ENGLE and MARY K. ENGLE, or the survivor of them, currently residing at 1655 ¥ First Avenue, Upland, California, to serve, without bond, as Executor of this, my Last Will and Testament. If either of them shall be unable or unwilling to serve as an ExeeutSr, I appoint DEAN ENGLE, currently residing in Alta Loma, California, to serve, without bond, as a Co-Executor of this, my Last Will and Testament. The term "my Executor" and "my Co-Executors," as used in this Will, shall include any personal representative of my Estate. Any successor Executor shall have all the rights and obligations as any Executor originally named in this Item. PAGE 2 OF 5 PAGES OF LAST WILL OF _~. W~ ~.. ITEM VII My estate may be administered under thc California Independent Administration of Estates Act. I authorize my Executor to invest and reinvest any surplus money in my estate in every kind of property, real, personal, or mixed, and in every kind of investment, specifically including, but not limited to, interest bearing accounts, corporate obligations of every kind, preferred or common stocks, shares of investment trusts, investment companies, mutual funds or common trust funds, including funds administered by the Executor, and mortgage participations, that persons of prudence, discretion and intelligence acquire for their own account. I authorize my Executor to sell, with or without notice, at either public or private sale, any property belonging to my estate that my Executor shall deem appropriate for the proper administration and distribution of my estate. My Executor shall have absolute discretion in selecting property to be allocated to any trust or share created by this Will or to be distributed in satisfaction of any bequest provided for in this Will, without regard to the income tax basis of the property. My Executor shall be specifically excused from any duty of impartiality with respect to the income tax basis of the property; provided, however, that my Executor shall not exercise this discretion in a manner that will result in the loss of, or decrease, any marital or charitable deductions otherwise allowable in determining my federal estate tax. ITEM VIII I direct that all inheritance, estate or other death taxes that may, by reason of my death, be attributed to my probate estate or any portion of it, or to any property or transfers of property outside my probate estate, shall be paid by my Executor out of the residue of my estate disposed of by this Will, without adjustment among the residuary beneficiaries, and shall not be charged against or collected from any beneficiary of my probate estate or from any transferee or beneficiary of any property outside my probate estate. ITEM IX I have not entered into a contract to make a Will or contracted not to revoke this Will or any other Will. PAOE 3 OF 5 PAGES OF LAST WILl, OF }(, ~Z/, ~, ITEM X If any beneficiary under this Will in any manner, directly or indirectly, contests or attacks thk~ Will or any of its provisions, any shaee or interest in my estate given to that contesting beneficiary under this Will is revoked and shall be disposed of in the same manner provided in this Will as if that contesting beneficiary had predeceased me without issue. ITEM XII I am making and executing this, my Last Will and Testament, in duplicate. One (1) copy shall be deposited with my attorneys, Copenbarger & Copenbarger, at their offices at 2171 Campus Drive, Suite 200, Irvine, California, 92715, and the other shall be retained by me. I direct that either of those instruments be admitted to probate as my Last Will and Testament, without the other. The production aftev my death of any executed copy of this Will shall be prima facie evldenee that this Will was in full force and effect at the time of my death, unless a Will is produced which has been executed by me at a date subsequent hereto. $o that there may be no presumption of revocation of this Will by me, in the event the original retained by me cannot be found after my death, I do hereby declare that I win not at any time revoke this Will except by a later Will expressly revoking this Will, or by the destruction of all copies of this Will. IN WITNESS WHEREOF, I have hereunder set my hand on this Will, on this [5 ~b~ day of ~ ,1985, in ~ (~~ County, California. THE FOREGOING INSTRUMENT, consisting of five (5) pages, was executed by KATHRYN W. ENGLE on the date hereof, si~ned as, and declared to be her Last Will and Testament in our presence. We, at her request and in her presence, and in the presence of each other, have subscribed our names as witnesses thereto. Each of us observed the signing of this Will by KATHRYN W. ENGLE and by each other subscribing witness, and know each signature to be the true signature of the person whose name was signed. Each of us is now an adult and a competent witness and reside at the address set forth after each of our names. PAGE 4 OF 5 PAGES OF LAST WILL OF ~,W, ~. We are all acquainted with KATHRYN W. ENGLE. At this time she is over the age of eighteen (18) years, and, to the best of our knowledge, she is of sound mind, and not acting under any duress, menace, fraud, misrepresentation, or undue influence. We declare under penalty of_,p~rJury that t~ls true and correct, and was executed on this / ~'~_~'""~ day of~ , 1985, in _d-~lu~ ~~_ ~_~ County, California. Witness residing at Witness residing at PAGE 5 OF 5 PAGES OF LAST WILL OF [,~,W. ~ . 4768. (Rev. January 2000) Depart of the Tressu~ Application for Extension of Time To File a Return and/or Pay U.S. Estate (and Generation-Skipping Transfer) Taxes OMB No. 1545-0181 ~ntemal Revanuesen4c~ For filers of Forms 706, 706-A, 706.D, or 706-NA (circle only one) Note: Use Form 2758 to request an extension for Forms 706-GS(D) and 706-GS(T). [~il Idei~GGcation ~e~,~l['a first i-,.~-~ m and middle InltJM Oecedent'$ last name Date of death KATHRYN W. ENGLE 12/13/2000 Name of executor Name of applicaUon filer (if other than the executor) Dececlant's social security number PHYLLIS E. SALTZMAN 162-38-2615 AdC, i-~ of e~ecutor (Number, at~eet~ and mom or suite no,) Estate tax return due date 2065 UNIVERSITY 09/13/2001 City, ~.'..4~ and ZJP code EUGENE r OR 97403 f~'~.'~t Extension of Time To File (Sec. 6081) You must attach your written statement to explain in detail why it is impossible or impractical to file a reasonably complete return within 9 months after the date of the decedent's death. Ii~.¥~.~,~ Extension of Time To Pay (Sec. 6161) Extension date requested 03/13/2002 You must attach your written statement to explain in detail why it is impossible or impractical to pay the full amount of the estate (or GST) tax by the return due date. If the taxes cannot be determined because the size of the gross estate is unascertainable, check here · r'--J and enter'-0-' or other appropriate amount on Part IV, line 3. You must attach an explanation. ~'~~ Payment To Accompany Extension Request Extension date requested I Amount of estate and GST taxes estimated to be due Ii I 0 2 Amount of cash shortage (complete Part III) - 3 Balance due (subb'act line 2 lrom line 1) (Pay with this application.):" 0. Signature and Verification RECEIVED iN CORRES If filed by executor - Under penalties of perjury, I declare that I am an executor of the estate of the above-named decedent and that to U~st~; 565 knowledge and belief, the statements made herein and attached are true and corre~tEp 2 0 2(]01 SEP ! 7 2001 ........ ................ T/:^ E AlVltNE D.te OGDEN SERVICE CENTEP, OGDEN, UTAR II flied by someone other than the executor - Under penalties of perjury, I declare that to the best of my knowledge and belief, the statements made heroin and attached are tree and correct, that I am authorized by the executor to file this applicaUon, and that I am (check box(es) that applies): [----] A member in good standing of the bar of the highest court of (specify jurisdiction) · ~A cartifled publiC accountant duly ,ual,ed to pracUce in (specify jurisdiction) · : :(~ ~__(~_~.~__:: A person enrolled to practice before the Internal Revenue Service. __F-1 A duly ~.~ _/.~-~4_ :,/~.~-- authorized agent holding, aj)ower-~.°' atto, ay. (The po, er of attorney d_ need L~_~__ not be submitted unless, requested .) ~Z~/-~'-/-- -~,~/ le~"a sighaL~m (other than the execufo¢) Date ~=~-'.~.~ Notice to Applicant - To be completed by the Internal Revenue Service T.~pplicatlon for extension of time to file (Part II) is: "'t"~"l'Appmved 0-~' /3.0 Not approved because ............ Int,,,.~ Re~ue SEP 2 7 Date LHA For Paperwork Reduction Act Notice, see instructions. 005151 11550913 099306 80666E 2000.06000 The application for extension of time to pay (Part III)is: ~ Approved ~ Not approved because J---1 Other Internal P, evanue Smvlce official IDate Form 4768 (Rev. 1-2000: 80666E 1 ,, 'KATH~YN W. ENGLE 162-38-261~ Form 4768 Statement 1 ADDITIONAL TIME IS NEEDED IN ORDER TO GATHER THE INFORMATION NECESSARY TO FILE A COMPLETE AND ACCURATE RETURN INLCUDING VALUES FOR CERTAIN ASSETS IN THE ESTATE. 12480913 099306 80666E 2000.06000 ENGLE, KATHRYN W. Statement(s) 1 80666E 1 COMMONWEALTH OF PENNSYLVANIA DEPARTMENT OF REVENUE DEPT. 280601 HARRISBURG, PA 17128-0601 REV-1500 INHERITANCE TAX RETURN RESIDENT DECEDENT OFFICIAL USE ONLY' FILE NUMBER COUNTY COD~ YEAR KtJMBER DECEDENT'S NAME (LAST, FIRST. AND MIDDLE INITIAL) SOCIAL SECURITY NUMBER Z ENGLE, KATHRYN, W. 162-38-2615 III DATE OF DEATH (MM-DD-YEAR) DATE OF BIRTH (MM-DD-YEAR) THIS RETURN MUST BE FILED IN DUPLICATE WITH THE LLI 12/13/2000 06/06/1904 REGISTER OF WILLS III (IF APPLICABLE) SURVIVING SPOUSE'S NAME (LAST, FIRST, AND MIDDLE INITIAL) SOCIAL SECURITY NUMBER N/A N/A I- z L~ z O O. U.I O O 0 uJ [] 1. Original Retum [] 4. Limited Estate [] 6. Decedent Died Testate (Attachcop¥ of V~ll) [] 9. Litigation Proceeds Received [] 2. Supplemental Return ] 4a. Future Interest Compromise (date of death alter 12-12-82) [] 7. Decedent Maintained a Living Trust (~ach copy of Trust) [] 10. Spousal Poverty Credit (date of death ~,~wee, 12-3~-91 and 1-1-95) PHYLLIS SALTZMAN, TRUSTEE FIRM NAME (If Applicable) TELEPHONE NUMBER 541-686-0'736 ] 3. Remainder Return (date of death prior lo 12-1382) [] 5. Federal Estate Tax Retum Required 0 8. Total Number d Safe Deposit Boxes [] 11. Election to tax under Sec. 9113(A) ¢~,ch Sch O) COMPLE~ ~LING ADDRESS 2065 UNIVERSITY EUGENE, OR 97403 1. Real Estate (Schedule A) (1) 2. Stocks and Bonds (Schedule B) (2) 3. Closely Held Corporation, Padnership or Sole-Proprietorship (3) 4. Modgages & Notes Receivable (Schedule D) (4) 5. Cash, Bank Deposits & Miscellaneous Pexsonal Properly (5) 4 4 3 . 0 0 (Schedule E) 6. Jointly Owned Property (Schedule F) (6) [] Separate Billing Requested 7. Inter-Vivos Transfers & Miscellaneous Non-Probate Property (7) 956, 953 . 00 (Schedule G or L) 8. Total Gross Assets (total Lines 1- 7) (8) 9. Funeral F_xpe~ses & Administrative Costs (Schedule H) (9) 10, 387. 00 10. Debts of Decedent, Mortgage Uabilities, & Uens (Schedule I) (10) 10, 382 . 00 11. Total Deductions (total Lines 9 & 10) (11) 12. Net Value of Estate (Line 8 minus Uno 11 ) (12) 13. Charitable and Governmental Bequests/Sec 9113 Trusts for which an election to tax has not been (13) made (Schedule J) 14. Net Value Subject to Tax (Line 12 minus Uno 13) OFFICIAL USE ONLY 957,396.00 20,769.00 936,627.00 234,157.00 (14) 702,470.00 SEE INSTRUCTIONS FOR APPLICABLE RATES 15. Amount of Line 14 taxable at the spousal tax rate, or transfers under Sec, 9116 (a)(12) (15) 16. Amount of Une 14 taxable at lineal rate (16) 17. Amount of Line 14 taxable at sibling rate (17) 18, Amount of Line 14taxable at collateralrate (18) 19, Tax Due (19) 0 x.o 0 0.00 561,976 x.o45 25,288.92 93,663 x.12 11,239.56 46,831 x.15 7,024.65 43~553.13 STF PA42021F. 1 ,Dec'dent's Complete Address: STREET ADDRESS MESSIAH VILLAGE; 100 MT. ALLEN DR. C~Y MECHANICSBURG ISTATE PA IzIP 91737 Tax Payments and Credits: 1. Tax Due (Page 1 Line 19) 2~ Credits/Payments A. Spousal Poverty Credit B. Prior Payments C. Discount 50,000 Interest/Penalty if applicable D. Interest E. Penalty 4. If Line 2 is greater than Line 1 + Line 3, enter the difference. This is the OVERPAYMENT. Check box on Page '1 Line 20 to request a refund 5. If Line 1 + Line 3 is greater than Line 2, enter the difference. This is the TAX DUE. A. Enter the interest on the tax due. B. Enter the total of Line 5 + 5A. This is the BALANCE DUE. (1) Total Credits (A + B + C) (2) (3) (4) Total Interest/Penalty (D + E) (5) (5A) (5B) 43,553.13 50,O00.00 6,446.87 0.00 0.00 Make Check Payable to: REGISTER OF WILLS, AGENT PLEASE ANSVVER THE FOLLOVVING 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 properly transferred; ........................................ [] [] b. retain the right to designate who shall use the property transferred or its income; ................... [] [] c. retain a reversionary interest; or ....................................................... [] [] d. receive the promise for life of either payments, benefits or care? ............................... [] [] 2. If death occurred after December 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 secudty at his or her death? ..... [] [] 4. Did decedent own an Individual Retirement Account, annuity, or other non-probate property which contains a benefidary designation? ....................................................... [] [] IF THE ANSVVER TO ANY OF THE ABOVE QUESTIONS IS YES, YOU MUST COMPLETE SCHEDULE G AND FILE IT AS PART OF THE RETURN. Under penalties of perjury, I deda-e that have examined this return, including accempanying schedules and statements, and to the best d my knowledge and belief, it is true, correct and complete. Declaration ef preparer olher than the personal representative is based on all information of which preparer has any knowledge. SIGNATURE OF PERSON RESPONSIBLE FOR FILING RETURN DATE ADDRESS 2065 UNIVERSITY; EUGENE, OR 97403 SIGNATURE OF PREPARER OTHER THAN REPRESENTATIVE DATE ADDRESS 975 OAK ST., SUITE 500; EUGENE, OR 97401 For dates of death on or after July 1, 1994 and before January 1, 1995, the tax rate imposed on the net value of transfers to or for the use of the su~ving spouse is 3% [72 RS. {9116 (a) (1.1) (i)]. For dates of death on or after January I, 1995, the tax rate imposed on the net value of transfers to or for the use of the surviving spouse is 0% [72 R S. {}9116 la) (1.1) (ii)]. The statute does not exempt a transfer to a surviving spouse from tax, and the statutory requirements for d sdosure 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 twenty-one 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% [72 P.S. §9116(a)(1.2)]. The tax rate imposed on the net value of transfers to or for the use of the decedenrs lineal beneficiaries is 4.5%, except as noted in 72 RS. §9116(1.2) [72 RS. §9116(a)(1)]. The tax rate imposed on the net value of transfers to or for the use of the decedent's siblings is 12% [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. .... ~P-A-42021~ 2 - This form is to be used only for estates of decedents who died on or after June 8, 1982. The return is due and the estate tax is payable nine months after the date of death. [] Original [] Amended CALIFORNIA'- ESTATE TAX RETURN CONTROLLER OF THE STATE OF CALIFORNIA DIVISION OF COLLECTIONS BUREAU OF TAX ADMINISTRATION P.O. BOX 942850 SACRAMENTO, CA 94250-5880 DO NOT USE THIS gPACE Decedent's Name (First, Middle, Last) Date of Death KATHRYN W. ENGLE 12/13/2000 County of Probate (enter N/A if no probate) Probate Case No. (enter N/A if no probate) Decedent's Social Security No. N/A N/A 162-38-2615 Domicile at Date of Death (City, County, and State or Country) Attach Form IT-2, if domicile claimed is other than California. MECHANICSBURG, CUMBERLAND, PA Name of Representative(s) or Person(s) Filing Return (Executor) Narr~ of Preparer PHYLLIS E. SALTZMAN MOSS ADAMS LLP Address 2065 UNIVERSITY EUGENE, OR 97403-1541 Tel~hone No. 541-686-0736 Address 975 OAK ST., SUITE 500 EUGENE, OR 97401 Social Security No. Telephone No. 166-26-5889 (541) 686-1040 ISocial Security No. 91-0189318 A COPY OF THE FEDERAL ESTATE TAX RETURN, FORM 706, MUST BE FILED WITH THIS RETURN An extension to file the Federal Estate Tax Return has not .__ has X been granted until (date) 3 / 13 / 2 0 0 0 A true copy of the approved federal extension must be attached to qualify for a concurrent California extension. COMPUTATION OF TAX: 1. Total state death tax credit allowable for federal estate tax purposes ([RS Form 706, page 1, line 15) ........ 1,153 2. Proration of federal estate tax state death tax credit (complete only if there is property located in states other than California) a. Gross value for federal estate tax purposes of property located in California (see instructions for line 2(a)) ........................................................................... 5,6 81 b. Gross value of decedent's estate for federal estate tax purposes ([RS Form 706, page 1, line 1) .......... 9 2 4,5 4 0 c. Percent of estate for federal estate tax purposes located in California [line 2(a) divided by line 2(b)] ...... 0.6 14 5 % Tax payable to California (line I multiplied by line 2(c), or the amount from line 1 if no entry on line 2) ..... 7.0 9 Late filing penalty (5% of line 3 for each month or part thereof from delinquent date of return to date of filing, up to the maximum of 25%) ............................................................... 0 Interest due on amount on line 3 from due date of return (nine months after the date of death) to date of payment. (see instructions for line 5) ........................................................ 0 Total tax, penalty, and interest due (total of lines 3, 4, and 5) ...................................... 7.0 9 Prior payments (explain in an attached statement) ............................................... 1 0 0 Refund due (if line 7 is greater than line 6, subtract line 6 from line 7) ............................... 92 . 9 1 9. Balance due (if line 6 is ~eater than line 7, subtract line 7 from line 6) .............................. 0.00 MAKE REMITTANCE PAYABLE TO THE CALIFORNIA STATE TREASURER, ATTACH TO THIS RETURN AND MAIL TO THE ADDRESS SHOWN ABOVE Under penalty of perjury, I declare that I have examined this return, including accompanying attachments and statements, and to the best of my knowledge and belief it is true, correct, and complete. (A declaration of a preparer other than the executor is based on all information of which preparer has any knowledge.) Signature(s) of Executor(s) Form ET-1 (Rev. Dec. 2000) Date Signature of Preparer Other than Executor Date STF CA31235F 'Form706 IRev. 7-99) Estate of: KATHRYN ENGLE Part 3 - Elections by the Executor Please check the "Yes" or "No" box for each question. (See instructions beginning on page 5.) Yes No I Do you elect alternate valuation? ................................................................................................................................................... I X 2 Do you elect special use valuation? ................................................................................................................................................ X If"Yes," you must complete and attach Schedule A-1. 2 3 Do you elect to pay the taxes in installments as described in section 61667 ..........................................................................................X If"Yes," you must attach the additional information described on page 8 of the instructions. 3 4 Do you elect to postpone the part of the taxes attributable to a reversionary or remainder interest as described in section 61637 ..................... 4 X Part 4 - General Information (Note: Please attach the necessary supplemental documents. You must attach the death certificate.) (See instructions on page 9.) Authorization to receive confidential tax information under Regs. sec. 601.504(b)(2)(i); to act as the estate's representative before the IRS; and to make written or oral presentations on behaff of the estate if return prepared by an attorney, accountant, or enrolled agent for the executor: Name of representative (print or type) State I Address (number, street, and room or suite no., city, state, and ZIP code) I SEE ATTACHED FORM 2848 I declare that I am the I I attorney/b~J certified public accountant/ I I enrolled agent (you must check the applicable box) for the executor and prepared this return for the executor. I am not under suspension or disbarment from practice before the Internal Revenue Service and am qualified to practice in the state shown above. 1 Death certificate number and issuing authority (attach a copy of the death certificate to this return). 4696569, DEPT OF HEALTH VITAL RECORDS, CMWTH OF PA 2 Decedent's business or occupation. If retired, check here · {~ and state decedent's former business or occupation. TEACHER 3 Marital status of the decedent at time of death: r-~ Married ~-~ Widow or widower- Name, SSN, and date of death of deceased spouse · NAME: CHARLES E. ENGLE SSN: 562-38-5296 DOD: 02/12/1998 ~ Single [~ Legally separated ~ Divorced - Date divorce decree became final · 4a Surviving spouse's name 4b Social security number I 4C Amount received (see page 9 of the instltlcflons) NONE I 5 Individuals (other than the surviving spouse), trusts, or other estates who receive benefits from the estate (do not include charitable beneficiaries shown in Schedule O) (see instructions). For Privacy Act Notice (applicable to individual beneficiaries Name of individual, trust, or estate receiving $5,000 or more Identifying number RACHEL W. MARTIN 164-34-3406 MARTHA W. CRIDER ESTATE OF ELOISE ENGLE JENNIFER CUNNINGHAM ARDYS E. THUMA MARY LOU BERT PHYLLIS E. SALTZMAN 199-20-9675 551-98-7232 172-24-4651 560-62-5759 166-26-5889 nly), see the Instructions for Form 1040. Relationship to decedent SISTER SISTER NIECE DAUGHTER DAUGHTER DAUGHTER All unascertainable beneficiaries and those who receive less than $5,000 .............................................................................. · Amount (see instructions) 45,131. 45,131. 45,131. 180,524. 180,524. 180,524. Total ............................................................................................................................................ 676r965. Please check the "Yes" or "No" box for each question. Yes No 6 Does the gross estate contain any section 2044 property (qualified terminable interest property (QTIP) from a prior gift or estate) (see page 9 of the instructions)? ...................................................................................................................... X 005611 05-30-00 08070313 (continued on next page) 3 Page 2 099306 80666 2000.08000 ENGLE, KATHRYN 80666 1 ~orm 2848 (Rev. December 1997) Department of the Treasury Internal Revenue Sauce Power of Attorney and Declaration of Representative · See the separate instructions. Power of Attorney (Please type or print.) 1 Taxpayer information (Taxpayer(s) must sign and date this form on page 2, line 9.) OMB No. 1545-0150 For IRS Use Only Received by: Name Telephone Function Date ~xpayername(s) andaddress ESTATE OF KATHRYN ENGLE C/O PHYLLIS SALTZMAN 2065 UNIVERSITY EUGENE, OR 97403 Socialsecuritynumber(s) 162-38-2615 Daytimetelephonenumber 541-686-0736 Employer identification number Plan number (if applicable) hereby appoint(s) the following representative(s) as attorney(s)-in-fact: 2 Representative(s) (Representative(s) must sign and date this form on page 2, Part II.) Nameandaddress TRACE P. SKOPIL 975 OAK STREET, SUITE 500 EUGENE, OR 97401 Nameandaddress BARBARA M. BUTLER 975 OAK STREET, SUITE 500 EUGENE,OR 97401 Nameandaddress TRACY S. PAGLIA 975 OAK STREET, SUITE 500 EUGENE, OR 97401 CAF No. 8005-97959R Telephone No. 541 - 686 - 1040 Fax No. 541-686-9673 Check if new: Address [] Telephone No. [-] CAF No. 8005-82366R Telephone No. 541 - 686 - 1040 Fax No. 541-686-9673 Check if new: Address [] Telephone No. CAF No. 8006-35421R Telephone No. 541-686 - 1040 Fax No. 541-686 -9673 Check if new: Address [] Telephone No. [-'] to represent the taxpayer(s) before the Internal Revenue Service for the following tax matters: 3 Tax matters Type of Tax (Income, Employment, Excise, etc.) ESTATE 706 INCOME 1041 Tax Form Number (1040, 941,720, etc.) Year(s) or Period(s) i2/13/00 2000, 2001 Specific use not recorded on Centralized Authorization File (CAF). If the power of attorney is for a specific use not recorded on CAF, check this box. (See instruction for Line 4 -- Specific uses not recorded on CAF.) ...................... · ~ Acts authorized. The representatives are authorized to receive and inspect confidential tax information and to perform any and all acts that I (we) can perform with respect to the tax matters described on line 3, for example, the authority to sign any agreements, consents, or other documents. The authority does not include the power to receive refund checks (see line 6 below), the power to substitute another representative unless specifically added below, or the power to sign certain returns (see instruction for Line 5- Acts authorized). List any specific additions or deletions to the acts otherwise authorized in this power of attorney: Note: In general, an unenrolled preparer of tax returns cannot sign any document for a taxpayer. See Revenue Procedure 81-38, printed as Pub. 470, for more information. Note: The tax matters partner of a partnership is not permitted to authorize representatives to perform certain acts. See the instructions for more information. 6 Receipt of refund checks. If you want to authorize a representative named on line 2 to receive, BUT NOT TO ENDORSE OR CASH, refund checks, initial here and list the name of that representative below. Name of representative to receive refund check(s) · For Paperwork Reduction and Privacy Act Notice, see the separate instructions. Form 2848 (Rev. 12-97) ISA STF FED4675F ~ Form 2848 (Rev. 12-97) Page 2 7Notices and communications. Original notices and other written communications will be sent to you and a copy to the first representative listed on line 2 unless you check one or more of the boxes below. a If you want the first representative listed on line 2 to receive the original, and yourself a copy, of such notices or communications, check this box .................................................................... · b If you also want the second representative listed to receive a copy of such notices and communications, check this box . · c If you do not want any notices or communications sent to your representative(s), check this box ................... · Retention/revocation of prior power(s) of attorney. The filing of this power of attorney automatically revokes all earlier power(s) of attorney on file with the Internal Revenue Service for the same tax matters and years or periods covered by this document. If you do not want to revoke a prior power of attorney, check here ................................. · YOU MUST ATTACH A COPY OF ANY POWER OF ATTORNEY YOU WANT TO REMAIN IN EFFECT. Signature of taxpayer(s). If a tax matter concerns a joint return, both husband and wife must sign if joint representation is requested, otherwise, see the instructions. If signed by a corporate officer, partner, guardian, tax matters partner, executor, receiver, administrator, or trustee on behalf of the taxpayer, I certify that I have the authority to execute this form on behalf of the taxpayer. · IF NOT SIGNED AND DATED, THIS POWER OF ATTORNEY WILL BE RETURNED, PHYLLIS Signature SALTZMAN Print Name PERSONAL REP Date Title (if applicable) Signature Date Title (if applicable) Print Name Declaration of Representative Under penalties of perjury, I declare that: · I am not currently under suspension or disbarment from practice before the Internal Revenue Service; · I am aware of regulations contained in Treasury Department Circular No. 230 (31 CFR, Part 10), as amended, conceming the practice of attorneys, certified public accountants, enrolled agents, enrolled actuaries, and others; · I am authorized to represent the taxpayer(s) identified in Part I for the tax matter(s) specified there; and · I am one of the following: a Attorney -- a member in good standing of the bar of the highest court of the jurisdiction shown below. b Certified Public Accountant -- duly qualified to practice as a certified public accountant in the jurisdiction shown below. c Enrolled Agent -- enrolled as an agent under the requirements of Treasury Department Circular No. 230. d Officer -- a bona fide officer of the taxpayer's organization. e Full-Time Employee -- a full-time employee of the taxpayer. f Family Member-- a member of the taxpayer's immediate family (i.e., spouse, parent, child, brother, or sister). g Enrolled Actuary -- enrolled as an actuary by the Joint Board for the Enrollment of Actuaries under 29 U.S.C. 1242 (the authority to practice before the Service is limited by section 10.3(d)(1) of Treasury Department Circular No. 230). h Unenrolled Return Preparer -- an unenrolled return preparer under section 10.7(c)(viii) of Treasury Department Circular No. 230. IF THIS DECLARATION OF REPRESENTATIVE IS NOT SIGNED AND DATED, THE POWER OF ATTORNEY WILL BE RETURNED. Designation -- Insert Jurisdiction (state) or above letter (a - h) Enrollment Card No. Signature Date b OR 5074 b OR 6760 b or 9263 STF FED4675F.2 Form706(Rev, 7-99) ESTATE OF KATHRYN ENGLI~, 162-38-2615 Part 4 - General Information (continued) Please check the "Yes" or "No" box for each question. 7a Have Federal gift tax returns ever been filed? If "Yes," please attach copies of the returns, if available, and furnish the following information: 7b Period(s) covered I 7c Internal Revenue office(s) where filed N/A I N/A If you answer "Yes" to any of questions 8-16, you must attach additional information as described In the instructions. 8a Was there any insurance on the decedent's life that is not included on the return as part of the gross estate? ...................................................... Did the decedent own any insurance on the life of another that is not included in the gross estate? .................................................................. Did the decedent at the time of death own any property as a joint tenant with right of survivorship in which (a) one or more of the other joint tenants was someone other than the decedent's spouse, and (b) less than the full value of the property is included on the return as part of the gross estate? If 'Yes," you must complete and attach Schedule E 10 Did the decedent, at the time of death, own any interest in a partnership or unincorporated business or any stock in an inactive or closely held corporation? ................................................. SEE SCRF. DULE 11 Did the decedent make any transfer described in section 2035, 2036, 2037, or 2038 (see the instructions for Schedule G beginning on page 11 of the separate instructions)? If "Yes," you must complete and attach Schedule G 12 Were there in existence at the time of the decedent's death: a Any trusts created by the decedent during his or her lifetime? b Any trusts not created by the decedent under which the decedent possessed any power, beneficial interest, or trusteeship? ................................. 13 Did the decedent ever possess, exercise, or release any general power of appointment? If "Yes,' you must complete and attach Schedule H ............ 14 Was the marital deduction computed under the transitional rule of Public Law 97-34, section 403(e)(3) (Economic Recovery Tax Act of 1981)? If 'Yes,' attach a separate computation of the marital deduction, enter the amount on item 20 of the Recapitulation, and note on item 20 "computation attached.' 15 Was the decedent, immediately before death, receiving an annuity described in the *General" paragraph of the instruct OhS for Schedule I? If "Yes," you must complete and attach Schedule I 16 Was the decedent ever the beneficiary of a trust for which a deduction was claimed by the estate of a pta-deceased spouse under section 2056(b}(7) and which is not reported on this return? If "Yes," attach an explanation ..................................................................... Part 5 - Recapitulation Item number Gross estate Alternate value Value at date of death I Schedule A - Real Estate ................................................................................... I 0. 0 2 Sch.edu e B - Stocks and Bonds ........................................................................... 2 0 o 0 3 Schedule C - Mortgages, Notes, and Cash ............................................................... 3 0 o 0 4 Schedule D - Insurance on the Decedent's Life (attach Form(s) 712) ........................... 4 0. 0 5 Schedule E - Jointly Owned Property (attach Form(s) 712 for life insurance) .................. 5 0. 0 6 Schedule F - Other Miscellaneous Property (attach Form(s) 712 for life insurance) ......... 6 4 4 3. 4 4 3 7 Schedule G - Transfers During Decedent's Life (attach Form(s) 712 for life insurance) ...... 7 9 1 7,6 0 5. 9 5 5 r 7 1 8 8 Schedule H - Powers of Appointment ..................................................................... 8 0. 0 9 Schedule I - Annuities 9 6 r 4 9 2., 6 r 4 9 2 10 Total gross estate (add items I through 9) ............................................................. 10 924: r 540. 962 r 653 11 Schedule U - Qualified Conservation Easement Exclusion 11 12 Total gross estate less exclusion (subtract item 11 from item 10). Enter here and online 1 of Part 2- Tax Computation ..................................................................... 12 924,540. 962,653 Item number Deductions Amount 13 Schedule J - Funeral Expenses and Expenses Incurred in Administering Property Subject to Claims .............................. 13 1 0 r 3 8 7 14 Schedule K - Debts of the Decedent 14 1 0 r 3 82 15 Schedule K - Mortgages and Liens 15 16 i Total of items 13 through 15 16 20 r '769 17 Allowable amount of deductions from item 16 (see the instructions for item 17 of the Recapitulation) ........................... 17 2 0 r '7 6 9 18 Schedule L - Net Losses During Administration 18 19 Schedule L- Expenses Incurred in Administering Property Not Subject to Claims ............................................... ;'" 19 20 Schedule M - Bequests, etc., to Surviving Spouse 20 21 Schedule 0 - Charitable, Public, and Similar Gifts and Bequests .................... ................................................... 2~ 225,655 22 Schedule T - Qualified Family-Owned Business Interest Deduction ........................................................................ 22 D..~23 ~T°tal allowable deductions (add items 17 through 22). Enter here and on line 2 of the Tax Computation ........................ 23 2 4 6 r 4 2 4 ge 005011 05-30-00 4 0807.0313 099306 80666 2000.08000 ENGLE, KATHRYN 80666 1 'Form706~ev. 7-99) Estate of: KATHRYN ENGLE SCHEDULE F - Other Miscellaneous Property Not Reportable Under Any Other Schedule (For jointly owned property that must be disclosed on Schedule E, see the instructions for Schedule E.) (If you elect section 2032A valuation, you must complete Schedule F and Schedule A-I.) Did the decedent at the time of death own any articles of artistic or collectible value in excess of $3,000 or any collections whose artistic or Yes No collectible value combined at date of death exceeded $10,0007 .................................................................................................................. If "Yes,' submit full details on this schedule and attach appraisals, iiiiiii~iiiiiiiiiii!iiiiiiiiiiii iiiiiiiiiiiiiiii!iiiii!!iiiiii!i~ilil! Has the decedent's estate, spouse, or any other person, received (or will receive) any bonus or award as a result of the decedent's employment or death? If "Yes," submit full details on this schedule. Did the decedent at the time of death have, or have access to, a safe deposit box? .......................................................................................... If"Yes," state location, and if held in joint names of decedent and another, state name and relationship of joint depositor. If any of the contents of the safe deposit box are omitted from the schedules in this return, explain fully why omitted. Item Description Alternate number For securities, give CUSIP number, valuation date Alternate value Value at date of death 2 CALIFORNIA INCOME TAX REFUND FROM THE DECEDENT'S 2000 NONRESIDENT RETURN. 06/13/01 Total from continuation schedules (or additional sheets) attached to this schedule .................... TOTAL. {Aisc enter on Part 5, Recapitulation, page 3, at item 6.) .................................. (If more space is needed, attach the continuation schedule from the end of this package or additional sheets of the same size.) 005161 05-30-00 5 08070313 099306 80666 2000.08000 ENGLE, KATHRYN 443 443. 443. 443. Schedule F - Page 19 80666 1 'Form706 (Rev. 7-99) Estate of: KATHRYN ENGLE SCHEDULE G - Transfers During Decedent's Life (If you elect section 2032A valuation, you must complete Schedule G and Schedule A- I.) Item Description Alternate number i For securities, give CUSIP number, valuation date Alternate value Value at date of death A. Gift tax paid by the decedent or the estate for all gifts made by the decedent or his or her spouse within 3 years before the decedent's death (section 2035(b)) .................................................................. X X X X B. Transfers includible under section 2035(a), 2036, 2037, or 2038: 1 SEE ATTACHED LISTING FOR ASSETS ~RANSFERRED BY THE DECEDENT AND ~HE DECEDENT'S SPOUSE TO THE ENGLE REVOCABLE LIVING TRUST DATED JUNE 18, 1984 AS AMENDED IN FULL ON FEBRUARY 17, 1997. 06/13/01 917,605. 955,718. Total from continuation schedules (or additional sheets) attached to this schedule ..................... TOTAL. (Also enter on Part 5, Recapitulation, pa.qe 3, at item 7.) .......................................... 9 1 7 r 6 0 5. 9 5 5 r 7 1 8. SCHEDULE H - Powers of Apl)ointment (Include "5 and 5 lapsing" powers (section 2041 (b)(2)) held by the decedent.) (If you elect section 2032A valuation, you must complete Schedule H and Schedule A- I.) Item Alternate number Description valuation date Alternate value Value at date of death Total from continuation schedules (or additional sheets) attached to this schedule TOTAL. (Also enter on Part 5, Recapitulation, pa,qe 3, at item 8.) ............................ (If more space is needed, attach the continuation schedule from the end of this package or additional sheets of the same size.) (The instructions to Schedules G and H are in the separate instructions.) 005181 05-30-OO6 08070313 099306 80666 2000.08000 ENGLE, KATHRYN Schedules G and H - Page 21 80666 1 TRUST AGREEMENT ARTICLES OF THE CHARLES.E. LNGLE AND KATHRYN 'W. ENGLE " REVocABLE LIVING TRUST ARTICLE 1 ARTICLE 2 ARTICLE 3 ARTICLE 4 ARTICLE 5 ARTICLE 6 ARTICLE 7 ARTICLE 8 ARTICLE 9 ARTICLE 10 ARTICLE 11 ARTICLE 12 ARTICLE 13 ARTICLE 14 ARTICLE 15 CONTENTS ARTICLE DES(;;RIPTION THE NAME OF OUR TRUST ........................... OUR FAMILY ................................. ." TRUSTEES ........................................ FUNDING OUR TRUST ............................... ADMINISTRATION OF OUR TRUST DURING OUR LIVES ...... ADMINISTRATION OF OUR TRUST UPON THE FIRST DEATH.. 2 2 3 4 5 6 9 CREATION OF TRUSTS .............................. ADMINISTRATION OF THE SURVIVOR'S TRUST ........... 11 ADMINISTRATION OF THE DECEDENT'S TRUST .......... 11 METHODS OF DISTRIBUTION AND TRUST ADMINISTRATION WITH REGARD TO MINOR 13 AND DISABLED BENEFICIARIES ...................... INSURANCE POLICIES AND RETIREMENT PLANS ......... 15 16 TRUSTEE PROVISIONS ............................. GENERAL MATTERS AND INSTRUCTIONS WITH 17 REGARD TO THE TRUSTEESHIP ...................... TRUSTEE ADMINISTRATIVE AND INVESTMENT POWERS . . . 20 DEFINITIONS AND GENERAL PROVISIONS .............. 29 SEVENTH AMENDMENT THE ENGLE TRUST:' WHEREAS, on June 18, 1984, CHARLES E. ENGLE and KATHRYN W. ENGLE, of the City of Upland, County of San Bernardino, State of California, as Trustors, entered into an A reement'of Trust with CHARLES E. ENGLE and KATHRYN W. ENGLE as'Co- Trustees~said TruSt Agreement being known as' THE ENGLE 'TRUST; and. . WHEREAS, Section Article Iil, paragraph 3.3 of THE ENGLE TRUST reserves tO the TruStors the right, at any time dudng the Trustors's joint lifetimes, to amend the Trust Agreement in whole or in part by an instrument in wr'rting signed by both Trustors and. delivered to the TruStees; and - WHEREAS, pursuant to said Section Article III, paragraph 3.3, the Trustors now desire to amend THE ENGLE TRUST in its entirety in order to achieve their current estate planning objectives; NOW THEREFORE, THE ENGLE TRUST is, as of the date her. eof, amended in its entirety, to wit: ' ~'This trustamendment, dated February 17, 1997, is between CHARLES E. ENGLE and KATHRYN W. ENGLE, as Trustors, and CHARLES E. ENGLE and KATHRYN W. ENGLE, as our initial TruStees. This Seventh TruSt Amendment is entered into on February 17, 1997, by and between CHARLES E. ENGLE and KATHRYN W. ENGLE, husband and wife, as Trustors, and CHARGES E. ENGLE and KATHRYN W. ENGLE, as Co-Trustees. The term "Trustee', as used in this instrument, shall include Co-TruStees acting together as well as individually in the capacity as a Trustee. The name of this Trust shall be: THE ENGLE TRUST. All references to "our trust" or 'trust' in this agreement, unless otherwise stated, shall refer tci this living trust agreement and the trusts created hereunder. All references to "TruStee" shall refer to our initial Trustees or their successors in trust. -1- THE ENGLE REVocABLE_LIViNG TRUST Our living ~ ~~ dated June 18, 1984 as ~ infug February 17,. 1997, is between CHARLES E. ENGLE and KATHRYN W. ENGLE, as Setflors, a,'3d CHARLES E. ENGLE and KATHRYN W. ENGLE, as our initial Trustees. sl.~ll refer to this [~4ng trust ~~ u~ u~'''' successors intrust to 'Trustee' st~ refer to us, ~ the initi~ Trustees, or our . ARTICLE I ' THE NAME OF OUR TRUST For convenlence, our ~ng trust st~ be ~ as: Trustee~, unoer I hr: r..r,u,..,~ , - , t as amended In fiji{ February 17, 1997~ ARTICLE 2 OUR FAMILY We, CHARLES E. ENGLE and KATHRYN W. ENGLE, are husband and wife. 1. ARDYS E. THUMA, whose bkthdate is January 29, 1924, whose address is 813. Mart~ Road, Bradford, Ohio 45.308; 2. MARY LOU BERT, whose bk'ttx/ate is August 24, 1930, whose addr~ is 5671 Eagle Parkway, ApL #2, Ferndale, WA 982~. -2- 3. PHYLLIS E. SALTZMAN, whose birthdate is October 30, 1932, whose address iS 2065 University Avenue, Eugene, Oregon, 97405. 'Ali ~efer'ence'to our.children in this' agreement are t° these' dhitdr.en, as Well as anY" children Subsequently.bom to, or legally adopted by us:..... · '' '" ARTICLE 3 ' 3..1 ~~ 'We have retained the right to act as our owen T~ustees .so long as we are physically and mentally capable. If either of us is unable to serve as Trustee, for any reason,, the other may continue aS.. sole Trustee. 372 ~;uccessor Trustee. When neither of .us is able to serve as. Trustee, by reason of death or incapacity, we aPpoint the following to act as Successor Trustee, in the following order of priority: 1. PHYLLIS E. SAL'rZMAN, whose address is 2065 University Avenue, Eugene, Oregon, 97405; or 2. ARDYS E. THUMA, whose address'is 813 Martin Road, Bradford, Ohio 45308. It is the desire of the Trustors that the Successor Trustee shall work in cooperation with our money manager, WILLIAM GRANT, Vice-President, Senior Portfolio Manager, Smith Barney, 456 West Foothill Boulevard, Claremont, California 91711, until the Trust distributions are completed. ¢ . If, during the term of this Trust, either Successor Trustee shall become unable, ur{qualified or unwilling to continue as a Trustee, the next appointed Successor Trustee shall succeed to the office of Trustee. The exercise by any Trustee of the discretionary powers herein granted with respect to the allocation or distribution of property in kind or the charge of expanses, be final and conclusive upon a~l Interes~e(] 3.3 ~. References in the Trust to "Trustee or Trustees" shall include both of us while serving jointly, either of us serving alone, or our Successor Trustee. Either of us may act alone as Trustee or, we may act jointly. Even if both of us are able, we shall not be requfred to jointly act. -3- ARTICLE 4 I=I. INOIN(~ OUR TRU$'I/ 4.1 ~-. we will initJal!y fund our trust with the items listed on Schedules A and B following the execution of the Trust. 4.2 'Additional Funding. -Our 'trUst rnay.'b~ a~ditJ0naJlY' rural'ed 'Wi~ property interests of all kinds by either or 'both of us or any other person, in any manner. All property interests assigned; conveyed, or delivered to our Trustee must be acceptable to it in its sole discretion. 4.3 Fundinq with Oommvnity PropeR. Any community property, including the proceeds' fro~ such property, which is or-becomes, trust .. pr.o .~rty, shall remain community property during the lives, of both of us. A conveyance or transfer of community property to our trust, whether directly tranSferred or transferred to a-nominee or agent on behalf of our trust, shall not be construed as a partition of the community property.unless there is an express written agreement to that effect between us. If e'rther of us makes withdrawals of community property from the trust Without revoking the trust, the property that is withdrawn shall retain its character as community property. If we revoke this trust, anY and all community property held on behalf of the trust'shall be reconveyed by our Trustee to us as community property. . During our lives: a. The net income from community property shall retain its community character regardless of whether it is accumulated or to whom our Trustee is directed to distribute it. .... b. Our Trustee shall have no power with respect to community property that would be greater than that power that either of us would have over that same community property were it free of trust. 4.4t Removal of Community_ Property._ Either one of us shall have the unrestricted!right to remove our respective community property share or interest from the trust at any time by notifying the other one of us and our Trustee of such intent in writing. 4.5 Fgndin(~ with Separate Prooerty_. AnY separate property, including the proceeds from such property, which is or becomes trust property, shall remain separate property. A separate schedule of such property shall be maintained to facilitate the payment of income or the transfer of all or part of the principal to either of us who is entitled. Either of us shall share the unrestricted right to remove all or part of our respective separate property at any time. -4- ARTICLE 5 ADMINISTRATION OF OUR TRUST DURING OUR LIVES · · ' 5.1 Our Lifetime Powers. During our lives, we shall have the express and total power .to control and.'direct. ' payments, add ..or re..move trust prope~/, 'and amend or revoke this.trUst. · '. .." · ' '; :. · . " a. ~ CQntroI and Direct Payments. Our Trustee, dudng all perkx:ts offlme when we are not disabled as defined under the Seofion entitled "Disability' of this Article, shall distribute or retain the principal and net income of the trust as we may direct. Absent directions from us, our Trustee shall distribute the trust net income to us at least monthly. .: .. . . .. b. Add or Remove TrUst Pro.oerty; We shall' have the absolute right to add to the trust prope ,rbj at any time and the absolute right to remove property, or any interest therein, from the trust at any time. Both of these dghts shall be exercised in welting." c. Amend and Revoke Our Trust. We shall have the absoli~te right to amend or revoke our trust, in whole or in part, at any time. Any amendment or revocation must be delivered to our Trustee in writing. 5.2 ~. Either of us shall be deemed disabled during any period when, in the "bpinion of our attending physician and the other spouse, (the "Competency Determinors") either of us is incapacitated or disabled because of illness, age or any other cause which result in an inability to effectively manage our property or financial affairs. If the other spouse is unable by reason of' death or incapacity to make this decision, then we appoint the following persons, in the following order of priority, to act as Competency Determinor(s): 1. PHYt! IS E. SAL3~MAN., whose address is 2065 University A~ue, Eugene, O~regon, 97405; or '~ 2. ADELE REED, 6387 Sunstone, Alta Loma, CA 91701; or 3. Dr. Joseph Sanchez, Kaiser Ontario Clinic, 1025 West I Street, Ontario, CA 91764 or our then attending Physician. Either of us shall also be deemed to be disabled for pUrposes of this agreement upon the determination of a court of competent jurisdiction that either of us is incompetent, incapacitated, or otherwise legally unable to effectively manage our property or financial affairs. 5.3 Procedural Guidelines. During any period of time when either of us is disabled, our Trustee shall provide for the disabled Settlor, those persons deemed by our Trustee to be dependent on the disabled Settlor, and for the valid obligations by observing the following procedural guidelines: -5- a. PrQvide for the Disabled Settlor. Our Trustee shall provide as much of the principal and net income of our trust as is necessary or advisable, in its sole and absolute discretion, for heaIth, support, maintenance, and general weffare. · . b. . Maintain our PrinOoal Residence: Our Trustee shall pay,.if they deem.it prudent.and advisable,, att of the propei'ty.ta:xes, aSsessments, .liens, insurance., repairs and other charges, or' amounts 'necessary.for the gener'a! u.'pkeep and reas0,"'~nble improvement"of our principal residence. - - c. Pr(;;)vide for Our Obligations. Our Trustee shall provide as much of the principal and n~t income of our trust as our Trustee., in its sole and absolute discretion, deems advisable for the payment of any of our valid obligations as confirmed by Our Trustee, including the payment of insurance premiums-on polides owr~. by. Us, either"directly Or beneficially, Or-our trust. ... d. Provide for Our Dependents. Our Trustee, in its 'sole and absolute discretion, shall distribute the principal and net income of our .trust in such amounts as shall be necessary for the education, health, maintenance and 'support of those persons deemed by our Trustee to be dependent on us. Our Trustee, in its sole and absolute discretion, may make distributions to one or more of our dependents to the bomplete exclusion of other dependents, in equal-or unequal shares, as their respective needs require. When making such distributions, our Trustee may consider other income and resources available to our dependents. A distribution made to a dependent shall not be charged against the ultimate share of such dependents which may be distributable under any other provision of this agreement. 5.4 Undistributed Net Inv,;:ome. Any net income which is not distributed under this Article shall be accumulated and added to principal. ARTICI ~ 6 ADMINi TRATI N F R'IR T NTHE Fi T DEATH ? ~. 6.1 ~!' Payment ~f Expenses. Claims. and T~xes. On the death of the first of us, our Trustee is authorized, but not directed, to pay the ioilowing: a. Expenses of iast illness, funeral and burial. b. Legally enforceable claims against the deceased or the estate. c. Expenses with regard to the administration of the estate. d. Federal estate tax, applicable state inheritance or estate taxes, or any other taxes occasioned by death. e. Statutory or court ordered allowances for qual~ying family members. -6- The payments authorized under this section are discretionary, and no claims or right to payment by third parties may be enforced against our trust by virtue of such discretionary authority. · ' :Our Trustee shall'be indemnified from the.'.trust property for any .damages.· · ..... sustained-'by '.our' Trustee"as a result of: exercising, in 'good faith,, the. authority...qr .a~ted Under this section.· .' .. :. 6.2 ¢¢oordinatiQn with Personal Representative. This section shall be utilized ~ help fadlitate the coordination between the personal representative of a probate estate and our Trustee with respect to any property owned outside of this trust agreement. a. Authorized .Payments, Our~ 'Trustee, in its' sole., and absolute discretion, may elect to pay the payments authorized u.nder this ArtiCle either directly to the appropriate persons or institutions or to the personal representative of the probate estate. Our Trustee may rely upon the written statements 'of our personal representative as to all material facts relating to these payments; our Trustee.shall not have any duty to See to the application of such payments. b. PvrCase of Assets and Loans. Our Trustee is authorized to purchase and retain in the form received, as an addition to our trust, any property which · is a part of the probate estate. In addition, our Trustee may make.loans, with or without security, to our probate estate. Our Trustee shall not be liable for any loss suffered by our .trust as a result of the exercise of the powers granted in this paragraph. c. Distributions from Personal Reoresentative. Our Trustee is authorized to accept distributions from the persodal representative of our probate estate without audit and Our Trustee shall be under no obligation to examine the records or accounts of our personal representative. 6.~.~:: Tr(~atment of Exempt Property_. In making any payments pursuant to this Article, our:%rustee shall not use any property to the extent it is not included in the gross estate for federal estate tax purposes. However, if our Trustee makes the determination, in its sole and absolute discretion, that other property is not available for payments pursuant to this Article, or that it is not economically prudent'to use non-exempt property for the payment of such expenses, then such exempt property may be used. 6.4 [~¢_8t~. All estate and inheritance taxes, and the interest thereon, resulting from death shall be paid from the Decedent's Trust as an expense of administration and without apportionment, except to the extent that the Decedent's Trust has no propEirty with which to pay such death taxes. Estate, death, and inheritance taxes assessed with regard to property passing outside of this agreement or outside of our probate estate, but included in gross estate for federal estate tax purposes, shall be chargeable against the persons receMng such property. -7- 6.5 Trustee Authority_ tO Make Tax El~%:tions. Our Trustee may exercise any available ele~ions with regard to state or federal income, inheritance, estate, succession, or .gift tax law. :'.'' '. 'a Alternate V~!uS'tion' Date...'.'iThe authority 'granted Our:Trustee in. this 'secti°n inClud~'s the'right to elect any alternat~ valuation date for federal estate.or ~ate estate or inheritance tax purposes. b. Deduction of A(;;lministration Expenses. The authority granted'our Trustee in this section shall include the right to elect whether all or any part of the administration expenses of Decedent!s estate are to be Used as estate tax deductions or ' income tax deductions'. Any.administration expenses claimed as income tax deductio.' ns shall be charged against the Decedent's Trust. No compehsating adjusfi'nents need be made between income and principal as a result of such elections unless our Trustee, in its sole and absolute discretion, shall determine otherwise, or unless required by law. 6.6 Taxes and Returns. Our Trustee may also: (1) Sign joint tax returns. (2) Pay any taxes, interest, or penatties with regard to taxes. (3) Apply for and collect tax refunds and interest thereon. 6.7 Apportionment. Ail expenses, taxes, and claims shall be paid without apportionment and without reimbursement from any person, except as otherwise provided hereunder. 6.8 Principal Residence. So long as the survivor of us is residing in our residence, our Trustee shall, to the extent deemed reasonable in its sole and absolute discretion,, pay all of the property taxes, assessments, liens, insurance, repairs, and other charges o~Lamounts necessary for the general upkeep and reasonable improvement of the: resider~Ce. Our Trustee may consider the preservation of the property tax basis, in making 'the' allocation. 6.9 N(;~n-Business Tangible Personal Property_. Our Trustee shall distribute the deceased's non-business tangible personal property held by our trust as follows: a. Use of Memorandum. Our Trustee shall distribute jewelry, clothing, household furniture, furnishings and fixtures, chinaware, silver, photographs, works of art, books, boats, automobiles, sporting goods, artifacts relating to hobbies, and ali other tangible articles of household or personal use in accordance with any written, signed and dated memorandum left by the deceased directing the distribution of such property. Any memorandum written, dated and signed by the deceased disposing of personal tangible property shall be incorporated by reference into this agreement. Should the deceased leave multiple written memoranda which conflict, as to the disposition of any item of -8- tangible personal property, that memorandum which is last dated shall control'as to those items which are in conflict. b. ~istribution of Prooerty Not DiStributed by Memorandum. All tangible personal property, which is or becomes .trust property and is r,~rt disposed of by memorandum shall .be' distributed to'the 'survivor. · . · c. Business Tanaible Personal-Procerty. The disposition' of tangible personal property under this Article shall not include tangible personal property which our Trustee, in its sole and absolute discretion, determines to be part of or used e×dusively in any business or pro[ession in which the deceased had an interest at the time of death. 6.10 Remainder in Trust. '.All remaining trust assets shall b.e held and administered as described in Articles 7, 8, 9, and 10. .. AR'13CLE 7 ~REATION OF TRUSTS 7.1 ~. In this Article, the first of us to die is referred to as the 'Decedent" and the survivor is referred to. as the "Survivor'. 7.2 DMsi0n Into Two Trust~. On the death of the Decedent, our Trustee shall dMde the Trust Estate, including any additions made to the trust by reason of the ,d, eath, e Decedent's estate or policies of life insurance on the Decedent s life, such as from th · , · ' Trust" =..~...,.,,-, -,,,,,,--~,- Tr-sts desianated "The Survivor s Trust and "The Decedent s , II lU,~ i. lrtl"l.,~ ~,,.~gj.~r..,~ ~,,.~,.,* -- '~ , ' ? ' ' W to be established, held, administered, or dlstnbuted as set forth belo . · nd or Revoke The Survivor's Trust may be amended or 7 3 P~)wer to Ame revoked in whole or in part by the Survivor. The Decedent's Trust may not be amended or revoked in whole or in part by the Survivor. 7.~4~- (~reation of The Survivor'8 Trust. The Survivor's Trust shall consist of the SUrvivor's ~interest in the Settlors' community property and quasi-community property, plus the Survivor's separate and quasi-community property, if any, previously transferred to the trust, including undistributed or accrued income. The Survivor's Trust shall also include any property interest of the Decedent's not transferred to The Decedent's Trust. 7.5 (;;r~ation of Th~ Decedent's Trust. The Decedent's Trust shall consist of a pecuniary amount of the Decedent's one-half of the community property and all separate property equal to the largest amount, if any, that can pass free of federal estate tax by reason of the unified credit and the state death tax credit (provided use of this credit does not require an increase in the state death taxes paid) allowable to the Decedent's estate but no other credits and after taking account of property passing outside of this trust (whether by ~vill or otherwise) which is included in the Decedent's gross estate and does not qualify for the marital or charitable deduction and after taking account of charges to principal that are not allowed as deductions in computing the Decedent's federal estate tax. For the purpose of establishing the amount, the values finally fixed in the federal -9- estate tax proceeding relating to the Decedent's e§tate shall be used. The Settlors recognize that no amount may 'be set aside by this paragraph and that any such sum may be affected by the action of our Trustee and the Decedent's personal representative in exerdsing certain tax elections. - Any amount in excess of the Pecunia/y',amount, and the personal-residence' to the extent .Article 6.7· is effective, shall be allocated to the SurvivOr's Trust.. 7.6 AIk?c,,ation of Assets. in making allocmions of assets between The Survivor's Trust and The Decedent's Trust, our Trustee shall allocate the assets to The Survivor's Trust and The Decedent's Trust in cash, or in kind, or partly in each, on a prorata Or non- prOrata.basis, and in undivided interests or not; subject, however, to the following: a. Qualification for MsritSI DedUction. Only aSsets which qualify for the marital deduction shall be allocated to The Survivor's Trust.· b. Allocations in Kind. Assets allocated in kind shall be valued for the purpose of allocation on the date or dates of distribution. c. Insvrance Policies. Our Trustee is requested, but not required, to allocate an interest in a policy of insurance on the life of a person other than the Deoedent's to The Decedent's Trust. 7.7 Trustee's Power to Defer Divi¢0n or Distribution. Our Trustee may, in our Trustee's discretion, .defer actual division or distribution for a period not exceeding six (6) months after the Decedent's death. The ability of our Trustee to delay dMsion or distribution shall not affect the vesting of interests in the respective .Trusts, which shall be as of date of death. 7.8' Payment of Taxes. Debts. and Expenses. Upon receipt by our Trustee of a written statement from the personal representative of the estate of the Decedent that the asse~s of the probate estate, or upon actual knowledge if there is no probate administration and appointment of a personal representative, (after allowance for specific bequests ~nd devises by the Decedent and assets not readily convertible into cash) are insuffident to pay taxes, debts, and expenses with respect to assets of any Trust under this instrument or other taxable property transfers, and requesting that the payment be made from a Trust under this instrument, our Trustee may pay, either directly or to the personal representative, the amount that the personal representative states is necessary for payment. Our Trustee may rely upon the personal representative's statement and shall not be liable for any action taken or omitted to be taken by the personal representative in protesting or failing to protest the legality, propriety, Or amount of the taxes, debts, or expenses. To the extent this Trust holds United States Treasury obligations acceptable at par value in payment of federal estate tax (but only to the extent of the Decedent's interest in those bonds) our Trustee shall pay any tax with those obligations. 7.9 Oharging of Payments. Payments other than debts, shall be charged to The Decedent's Trust. Payment of any debts allocable against the separate property of the -10- Deceased shall be charged against The Decedent's Trust. Debts allocable against community property shall be allocated to The Survivor's Trust, so long as charges against The Survivor's Trust do not exceed the value, of community property allocable to that Trust. ADMINISTRATION OF THE suRvIvOR's TRI;IST 8.1 Survivor's Share. It is intended that all of the Survivor's separate property and the Survivor's share of the community property shall continue to be administered in accordance with the directions for administration of our Trust. The Survivor shall have comPlete control over this share. Any additions from. the 'Decedent's share of the community property and the Decedent's separate property, as described in Article 7, 7.5, shall, likewise be administered as provided in Article 5. '~ 8~-2 Distribution on Death of Survivor. Upon the death of survivor, the balance shall be distributed in accordance with the written, notarized directions of the Survivor or as appointed by reference specifically to this Article in a Last Will and Testament. In the event no such directions or appointment has been made, the remaining balancb sh~ be distributed as specified in The Decedent's Trust. ARTICLE 9 ADMINISTRATION OF THE DECEDENT'S TRUST 9.1 Income and Principal Distributions. Our Trustee shall distribute to or for the benefit of the Survivor so much of the net income and principal of The Decedent's Trust as our Trustee, in its sole and absolute discretion, shall consider necessary or advisable for the education, health, maintenance, and support. a. Undistributed Net Income. Any net income.of The Decedent's Trust which is dot. distributed annually by our Trustee shall be accumulated and added to He principal of¢'The Decedent's Trust. b. Distributions of Principal from The Decedent's Trust. In making distributions of principal to the Survivor, our Trustee shall preferably make all distributions of principal from The Survivor's Trust until it is exhausted, and only thereafter from The Decedent's Trust. in no event shall principal be withdrawn by the Survivor serving as Trustee that is not required for health, maintenance or support. Additional principal may only be withdrawn at the direction and with the approval of our Successor Trustee. 9.2 Discretionary_ Guidelines for Trustee. Our Trustee shall be mindful that our primary concern and objective is to provide for the education, health, maintenance, and support of the Survivor. The preservation of principal is not as important as the accomplishment of these objectives. -11 - In making distributions pursuant to this Article, our Trustee shall take into consideration, to the extent that our Trustee, in its sole and absolute discretion deems advisable, any income or other resources which are available outside of The Decedent's Trust and are known to our Trustee. 9.3. Distribution of .Trust .'Upon Death of Survivor. Ij. pon.-'the death of'tthe Survivor, our Trustee is authorized 'and directed to distribute (he remaining Decedent's :Trust principal and any acCumulated or undistributed income 'as follows: a. 'The Trustee shall distribute to the following charitable organizations: Five percent (5%) of the'Trust Estate shall be distributed to MESSIAH VILLAGE, located at 100 Mt. Allen Drive.(P.O. Box 2015), Mechanicsburg, Pennsylvania 17055; and Twenty Perc.ent.(20%) to ALTA LOMA BRETH.EREN 1N CHRISTCHURCH, Iocatd=~d at'9974 19th Street, Alta Loma, California. .. b. Our Trustee shall next distribute to the foliowing individuals: Five Percent (5%) to RACHEL W. MARTIN, 625 Cedar Crest, Box 2015, Mechanicsburg, PA 17055; Five Percent (5%) to MARTHA W. CRIDER, 631 Holly Heights, Mechanicsburg, PA 17055; and Five Percent (5%) to ELOISE ENGLE, 896 West Arrow Hilghway, Upland, CA 91786. c. Our Trustee shall next distribute the balance of the Trust Estate to our children, namely, ARDYS E. THUMA, whose birthdate is January 29, 1924, MARY LOU BERT, whose birthdate is August 24, 1930, PHYLLIS E. SALTZMAN, whose birthdate is October 30, 1932 and, in equal (by value) shares, share and share alike. Our Trustee is authorized to make non-prorata distributions of our Trust among our children. ¢.' d. If a child of ours fails to survive until the date of final distribution of our Trust, such deceased child's share shall be distributed in the following order of priority: (1) To the deceased child's issue, by right of representation; or (2) To our surviving children and their issue, by right of representation, of any deceased sibling. 9.4 Distribution If No Beneficiaries Survive to Date of Final Distribution. Any portion of the Decedent's Trust not distributable under the preceding Paragraph, due to the death of any beneficiary, and which otherwise would pass by operation of law had we not provided any alternate beneficiary, shall be distributed as follows: One half (1/2) to be divided among the heirs at law of CHARLES E. ENGLE and one half (1/2) to be divided among the heirs at law of KATHRYN W. ENGLE, the -12- identities and the respective share of those heirs to be determined as though the deaths of CHARLES E. ENGLE and KATHRYN W. ENGLE had occurred immediately following the death of the last benef-~ary hereunder and according to the C.,al;ffornia laws then in effect, relating, to the succession of separate property. 9.5 · Re(~uirement that' Charitable 'Beneficiaries Comp_l¥ with internal ReVenUe Code. Whenever a charitable organization named as a beneficiary of tliis Trust ceases to be described under Sections 170(c), 170 (b) (1) (A) , 2055(a) and 2522(a) of the Internal Revenue Code of 1986, as amended, then the distribution which would have been payable to such disqualified organization shall be paid, as the Trustee shall select, to one or more organizations which are described in the above-named Internal Revenue code Sections; provided, however, that the successor .organization shall .embrace the same business principles' and purposes as the disqualified organization. 9'.6 Restrictions on Distributions. Distributions from our Trust shall be subject to the provisions of the Article entitled "Methods of Distribution and Tru§t Administration With Regard to Minor and Disabled Beneficiaries." ARTICLE 10 METT'IOD$ OF DISTRIBUTION AND TRI, I~r ADMINI.$TRATION WITH REGARD TO MINOR AND DISAB! FO BENERCIARIE$ 10.1 General Guideline~ fQr Distribution.. Whenever a distribution is authorized or required by a provision of this agreement to be made to any beneficiary who is IMng at our deaths: a. Disabled or Incompetent Beneficiary_. If a beneficiary is disabled, incompetent or incapacitated, including incapac'~y because of age, illness or injury, or as determined by my Trustee in its sole and absolute discretion, 'such distribution may be made by Qur Trustee: (1) W'rthout continuing court supervision or the intervention of a guardian, conservator, or any other legal representative. (2) Wfthout giving or requiring any bond or surety on bond. (3) Pursuant to any of the methods authorized under this Article. b. Discretion ¢ Trustee. Before making any distributions to beneficiaries under this Article, it is our desire that our Trustee, to the extent that it is both reasonable .and possible: (1) Inquire into the ultimate disposition of the distributed funds. -13- (2) Take into consideration the behavior of Trust beneficiaries with regard to their disposition of prior distributions of Trust property. c. ~. Our Trustee shall obtain a receipt from the person, corporation, or other, entity' receMng any distribution. .. · 10.2. Methods'of Payment: Our'T~us~ee may.make: distributions called ~ in this Article in any one or more of the following ways: b. the -beneficiary.. Directly to a benefidary. To persons, corporations, or other entities for the use and benefit of c. To an account in a commercial bank or savings institution in the name of the beneficiary, or in a form reserving the title, management, and custody of the account 'to a suitable person, corporation, or other entity for the use and benefit of the beneficiary. in any prudent form of annuity purchased for the use and l~enefit of the beneficiary. e. To any person or duly licensed financial institution, including our Trustee, as a custodian under the Uniform Transfers to Minors Act, or any sim~ar act, of any state; or in any manner allowed by any state statute dealing with gifts or distributions to minors or other individuals under a legal disability. f. To any guardian or other person deemed by our Trustee to be responsible~ and who has assumed the responsibility of caring for the beneficiary. 10.3 Trustee Discretion to Kee.o Property_ in True.. ff any Trust property becomes distributa~e to a beneficiary when the beneficiary is under twenty-one (21) years of age, or unless o;~erwise provided for, or when the beneficiary is under any form of legal disability, as' defined in the Article entitled 'Definitions and General Provisions, Disability", our Trustee 'shall retain that beneflciary's share in a separate Trust until he or she attains twenty-one (21) years of age, or unless otherwise provided for, or until his or her legal disability has ceased, as follows: a. DistribUtions of Trust Income and Principal. Our Trustee shall apply to or for the benefit of the beneficiary so much of the net income and principal of the Trust as our Trustee, in its sole and absolute discretion, deem necessary or advisable for the beneflciary's education, health, maintenance, and support. In making any distributions of income and principal under this Article, our Trustee shall be mindful of, and take into consideration to the extent they deem necessary, any additional sources of income and i~dncipai available to the beneficiary which adse outside of this agreement. Any net income not distributed to a beneficiary shall be accumulated and added to principal. -14- b. _T~rminction and DiCudb¢ion. Our Trustee shall distribute the Trust property to a beneficiary on the last of the following to occur: (1) When he or she attains the age of twenty-one (21) years, or · unless'otherwise provided for; or . . "(2). When .he or she. Ceases to be 'disabled as determined'b~; a COurt of competent jurisdiction. ' c. Alternate Distribution. ff a beneficiary should die before the complete distribution of his or her Trust property, the Trust shall terminate and all of the Trust pr. operty shall be distributed to the beneficiary's then living descendants per stirpes, ff the '.beneficiary' has no' then living descendants, our Trustee shalJ distribute the balance, of the Trust property to our then living descendants, per stirpes. ARTICLE 11 INSURANCE POMClE$ AND RETIREMENT PLANS 11.1 During our lives. During our lives, we shall have the following dghts, and our Trustee shall have the following duties, with respect to insurance policies or retirement plans owned by or made payable to our trust. a. Rights. We reserve, and may exercise without the approval of our Trustee or any beneficiary, all of the rights, powers, options, and privileges with respect to any insurance policy, retirement plan, annuity, or any other third party benefidary contract made payable to our trust or deposited with our Trustee. . b. Trustee's Obligations. Our Trustee shall deliver to either of us or a designee, upon written request, any and ali insurance polities, retirement plan documents, annuity contracts, and all other third party beneficiary contracts, as well as all related documents, which are owned by or depos~ed with our Trustee pursuant to our trust. O~ Trustee shall not be under any obligation to have any or all of such documents returned td it. Our Trustee shall have no obligation to see that premiums or other sums that may be due and payable under any insurance policy, retirement plan, annuity contract, or any other third party beneficiary contract are paid. Further, our Trustee shall have nOobligation with respect to any insurance policy, retirement plan, annuity contract, or other third party beneficiary contract, as well as any documents related thereto, deposited with it, other than to provide for their safekeeping. 11.2 Upon our Deaths. Upon our deaths, our Trustee shall make all appropriate elections with respect to insurance polities, retirement plans, and other death benefits which are owned by or payable to our trust. a. ¢¢ollectiQn Qf Insurgence Proceeds and Other Non-Retirement D~¢th Proceeds. Our Trustee shall make every reasonable effort to collect all sums made -15- payable to our trust or our Trustee under all life insurance policies, or other non- retirement death benefit plans, which provide for death proceeds made payable to or owned by the Trust. In collecting policy or death benefit proceeds, our Trustee may, in its ·sole and absolute discretion, exercise any of the settlement options that may be · available .under the terms ora policy or any other third party, benefldary corwxact. OUr , TrUstee shall'not be-liable to any bene§dary, fer the settlement option u.ttimately seleCted. · b. R¢tirem~nt Plan Elections, Our Trustee shall have the right, in its sole. and absolute discretion, to elect to receive any retirement plan death proceeds, whether under a qualified pension, 'profit shadng, Keogh, individual retirement account or any other retirement plan, either in a lump sum or in any other manner permitted by the terms of the particular retirement plan. Our Trustee shall not be liable to any beneficiary for the death benefit election ultimately selected. Our Trustee, in its sole and absolute discretion, may disdaim the benefits of any retirement plan payable to our trust, induding individual retirement accounts, that are payable to our trust. Such disclaimed benefits shall be 'payable in accordance with such plan. c. Collection Proceedings. Our Trustee may institute proceedings, whether in law or equity, administrative or otherwise, to enforce payment of such proceeds. '-. . Our Trustee need not, except at its option, enter into or maintain any litigation or take action to enforce any payment until it has been indemnified to its satis- faction for all expenses and liabilities to which, in its sole judgment, it may be subjected. Our Trustee is expressly authorized, in its sole and absolute discretion, to adjust, settle, and compromise any and all claims that may arise from the collection~ of any death proceeds. The derisions of our Trustee shall be binding and conclusive pn all beneficiaries. d. Uability of Payor. No person or entity which pays insurance proceeds or other death proceeds to our Trustee as beneficiary shall be required to inquire into any of the provisions of this trust or to see to the application of any such proceeds by our Trustee. The receipt of the proceeds by our Trustees shall relieve the payor of any further liability as a result of making such payment. ARTICLE 12 TRUSTEE PROVISIONS 12.1 Resignation of ~ Trustee. Any Trustee may resign by giving thirty (30) days written notice. Our next designated Trustee shall then assume the duties as our Trustee. -16- If we are not living, the notice shall be delivered to all of the beneficiaries then eligible to receive mandatory or discretionary distributions of net income from any Trust created under' this agreement. If a beneficiary is a mino¢ or is legallY incapacitated, the notice shall be delivered to that beneficia~'s legal rePreSentative. -' ' '- ' 12.2 Unfilled Trt~steeshiD. In the event no named Successor Trustee is available, a majority of the benefidaries then eligible to receive mandatory or discretionary distributions of net income under this agreement shall forthwith name a corporate fiduciary or an individual fiduciary. If the beneficiaries then eligible to receive mandatory or.. discretionary distributions of net income under this agreement cannot agree on a corporate fiduciary, any beneficiary can petition a court of competent jurisdiction, ex parte, to designate a corporate fiduciary as Successor Trustee. 12.3 Oorporate Fiduciaries. Any corporate fiduciary nameTd in this Trust agreement or appointed by a court of competent jurisdiction as a Trustee muSt be a bank or trust company situated in the United States having trust powers under applicable federal or state law. Such fidudary shall have a combined capital and surplus of at least five million dolla(.s ($5,000,000.00). 12.4 PQwers and Liabilities ¢ Successor Trustee. Any Successor TruStee, whether corporate or individual, shall have all of the rights, powers, and privileges, and be subject to all of the obligations and duties, both discretionary and ministerial, as given to the odginal Trustee. Any Successor Trustee shall be subject to any reStrictions imposed on the original TruStee. · ~ No Successor Trustee shall be required to examine the accouhts, records, and acts of any previous Trustee. No Successor Trustee shall in any way be responsible for any act or omission to act on the part of any previous Trustee. ARTICLE 13 GENERAL MATTERS AND INSTRUCTIONS WITH REGARD TO THE · HUS· ~-ESHIP 13.1 Use of 'Trustee' Nomenclature. As used throughout this agreement, the word TruStee shall refer to the Settlors or any other persons or entity acting as initial Trustee as well as any successor Trustee. it shall also refer to any individual, corporation, or other entity acting as a replacement, substitute, or added Trustee. 13.2 N~ Requirement t~ Fvrni~h Bond. Our Trustee shall not be required to furnish any bond for the faithful performance ot its dudes. If a bond is required by any -17- law or court of competent jurisdiction, it is our desire that no surety be required on such bond. 13.3 _Court Supervision NOt Required. Except as provided by law, all Trusts created under this agreement, shall be administered free from the active supervision of any .court.- Any p[oceedings to seek judicial iz-~ructions or a judicial detef'minati0n shal. I be initiated by our Trustee in the appropriate state court having original jurisdiction of those matters relating to the construction and administration of .Trusts. 13.4 Our Trustee Responsibility tO Make Information Available tO B(~neficiarie~;. Our Trustee ~hall report, at least annually, to the beneficiaries then eligible to receive mandatory .or discretionary distributions of the net income from the various Trusts created in this agreement all of the receipts, disbursements, and distributions occurring during the reporting period along with a complete statement of the Trust property. The Trust's books and records along with all Trust documentation shall be available' and open at all reasonable times to the inspection of the Trust beneficiaries and their representatives. Our Trustee shall not be required to furnish Trust records or documentation to any individual, corporation, or other entity that is not a beneficiary, does not have the express written approval of a beneficiary, or is not requesting such pursuant to a court order. " 13.5 Delegation AmQng Our Trustees. Any Trustee may delegate to any other Trustee the power to exercise any or all powers granted our Trustee in this agreement, including those which are discretionary, if allowed by law. Our Trustee may revoke any such delegation at will. The delegation of any such power, as well as the revocation of any such delegation, shall be evidenced by an instrument in writing executed by the delegating Trustee. ? / So long as any such delegation is in, eff.e, ct, any of the delegated powers may be exercised by our Trustee receMng such delegation with the same force and effect as if the delegating Trustee had personally joined in the exercise of such power. 13.6 Utilization of Substitute Trustee. If our Trustee is unwilling or unable to act as to any Trust property: a. Our Trustee shall designate, in writing, an individual, bank trust department, or trust company to act as a substitute Trustee with regard to such property. b. The property being administered by the substitute Trustee, as well as the net income therefrom, shall be distributed or remitted as directed by the delegating Trustee con§istent with the terms of this agreement. -18- c. Each substitute Trustee shall exercise all of the fiduciary powers granted by this Trust agreement unless expressly limited by the delegating Trustee in the instrument appointing such substitute Trustee, or by any provision within this Section. " d. Any substitute Trustee. may resign at any time by delivering written notice to Our Trustee to that 'effect.. ' 13.7 Tr t__r~. Our Trustee shall be entitled to'fair and reasonable compensation for the set'rices they render as fiduciaries. The amount of compensation shall be an amount equal to the customary and prevailing charges:for services of a similar nature during the same pedod of time and in the same geographic locale. Our Trustee shall be reimbursed for the reasonable costs and expenses incurred in connection with its fiduciary duties under this agreement. 13.8 ~;uccess0r Co.rporate Fiduciaries. If any bank or trust company ever succeeds to the trust business of any corporate fiduciary serving as a Trustee under this agreement, whether because of a name change, or any other 'form of re. organization, or if such corporate fiduciary ever transfers all of its existing business to any other bank or trust company, the successor shall thereupon, without any action being .required, succeed to our Trusteeship hereunder as if originally named. 13.9 Maintaining Prgoerty in Trust. fi, on the termination of any separate Trust created under ~is agreement, a final distribution is to be made to a beneficiary for whom our Trustee holds a Trust created under this agreement, such distribution sh.ali be added to such Trust rather than being distributed. The property that is added .to the Trust shall be treated for purposes .of administration as though it had been an original part of the Trust. 13.10 ~eneration-Skipping Tax Provisions. In order to minimize the impact of any generation-skipping tax that may be applied to any of the Trusts created by this agreement or their beneficiaries, our Trustee, in its sole and absolute discretion, is authorized to take the following actions. a. Divi~ign into Exempt ~nd N0nexemot Trusts. If any Trust created under this agreement would be partially exempt from generation-skipping tax by reason of an allocation of a generation-skipping tax exemption to it, prior to such allocation our Trustee 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. b. Additions to a Separate Trust. If a Trust under this agreement, whether created under this Sea-fi. ion or not, is entirely exempt or nonexempt from generation-skipping tax and adding property to it would partially subject the Trust to generation-skipping tax, our Trustee may hold that property in a separate Trust in lieu of making the addition. c. Term8 of the Trusts. If our Trustee divides a Trust into two separate Trusts under Paragraph (a) or creates a separate Trust for additions under Paragraph (b), -19- the two Trusts that result shall have the same terms and conditions as the odginal Trust. Our Trustee shall not make discretionary distributions from the income or principal of the exempt Trust to benefidaries who are non-skip persons so long as any readily marketable assets remain in the nonexempt Trust. d. All~,ation From an Ex~mot Trust First. Uponldivision or distribution of an exempt Trust and a nonexempt Trust, our Trustee may allocate property from the exempt Trust first to a share from which a generation-skipping transfer is more likely to occur. e. TCxable Diatribution.~. ff our Trustee considers that any distribution from a Trust under this agreement, other than pursuant to a power to withdraw or appoint, is a taxable distribution subject to a generation-skipping tax payable by the bene- fidary, our Trustee shall augment the distribution by an amount which our Trustee estimates to be sufficient to pay the tax and shall charge the same against the Trust to which the tax relates. f. Taxable Terminations. ff our Trustee considers that' any termination of an interest in Trust property is a taxable termination subject to a generation-skipping tax, our Trustee shall pay the tax from the portion of the Trust property to which the tax relates, without adjustment to the relative interests of the benefidades. ARTICLE 14 _TRUSTEE ADMINISTRATIVE AND INVESTMENT POWERS 14.1 Introduction tO Trustee Powers. Except as otherwise provided in this agreement, our Trustee shall have both the administrative and investment powers enumerated under this Article and any other powers granted by law with respect to the various TrUsts created by this agreement. 14t2 Power to Deleqate Ministerial Duties. The Trustee shall have the dght in the Trustee's sole discretion to ~telegate to any other Trustee or to any non-Trustee any non- disCretionP:rY power, including the power to (singularly or jointly) open bank accounts and savings and loan association accounts, sign checks or withdrawal slips, give instructions for the receipt or delivery of securities or other property, give instructions for the payment or the receipt of money, and (singularly or with others) have access to any safe deposit box or other place with property of the Trust created pursuant to this Trust as deposited. 14.3 POwers to be Exercised in the Be~t Interests of the Beneficiaries. Our Trustee shall exercise the following administrative and investment powers without the order of any court, as our Trustee determines in its sole and absolute discretion to be in the best interests of the beneficiaries. Notwithstanding anything to the contrary in this agreement, our Trustee shall not exercise any power in a manner inconsistent with the beneficiaries" right to the beneficial enjoyment of the Trust property in accordance with the general principles of the law of Trusts. 14.4 PQwer to Purchase Discount Tr~asu~ Bonds. The trustee shall have the power to purchase, at less than par, obligations of the United States of America ('flower bonds') which are redeemable at par in payment of federal estate tax liability of a SettloCs estate in such amounts as the Trustee deems advisable. For this purpose, the Trustee may partition property in the Trust' Estate and may make such purchases from such partitioned property. The trustee may borrow funds and give security in order to effect a purchase and shall resolve any doubt ~rning either the desirability of making the purchase or its amount in favor of making the purchase and in purchasing a larger amount than may be necessary. The Trustee shall incur no liability for losses resulting from a decision either to purchase or not to purchase, which is made in good faith. The Trustee is directed to use such bonds to the fullest possible extent in paying the federal estate tax obligation of a Settlor. 14.5 Administrative and Investment Powers. Our Trustees are hereby granted the following administrative and investment powers: a. Business Powers. Our Trustee may retain and continue any business in which we have or had an interest as a shareholder, partner, sole proprietor, or as a participant in a joint venture, even though that interest may constitute all or a substantial portion of the Trust property. In order to administer the interest, our Trustee may: (1) Directly participate in the conduct of any such business or employ others to do so on behalf of the beneficiaries. (2) Execute partnership agreements, buy-sell, agreements, and any amendments to them. (3) Participate in the incorporation of any trust property, any corporate reorganization, merger, consolidation, recapitalization, liquidation, dissolution, or any stock redemption or cross purchase buy-sell agreement. (4) Hold the stock of any corporation as trust property, and may elect or ~mploy directors, officers, employees, and'agents, and compensate them for their services. (5) Sell or liquidate any business interest that is part of the trust property. (6) Carry out the provisions of any agreement entered into by us prior to our deaths for the sale of any business interest or the stock thereof. (7) Exercise all of the business powers granted in this agreement regardless of whether our Trustee is personally interested or an involved party with respect to any business enterprise forming a part of the Trust property. b. Common Fund Powers. For the purpose of convenience with regard to the administration and investment of the Trust property, our Trustee may: - 21 - common fund. (1) Hold the several Trusts created under this agreement as a (2) Make joint investments with respect to the funds comprising the Trust property. (3) Enter into any transaction authorized by this Article with fidudaries of other Trusts or estates in which any benefldary hereunder has an interest, even though such fiduciary is also Trustee under this agreement. c. (:;;ompensation PQwers. Our Trustee shall pay from income or principal all of the reasonable expenses attributable to the administration of the respective Trusts created in this agreement, including: (1) Reasonable compensation for its services as fiduciary as provided in this agreement; and (2) Reasonable compensation for those persons employed by our Trustee, including agents, auditors, accountants, and attorneys. d. Distribution Powers. Our Trustee is specifically authorized to make divisions and distributions of the Trust property either in cash or in kind, or partly in cash and partly in kind, or in any proportion it deems advisable. Our Trustee shall be under no obligation or responsibility to make pro rata dMsions and distributions in kind. Our Trustee may allocate specific property to any beneficiary or share although the property may differ in kind from the property allocated to any other benefidary or share. The foregoing powers shall be exerdsed regardless of the income tax basis of aoy of the property. e. In(;Qme and Prindpal P~wers. Our Trustee may determine in a fair, equitable, and practical manner how all Trustee fees, disbursements, receipts, and wasting assets shall be credited, charged, or apportioned between pdndpal and income. Our Trustee may set aside from Trust income reasonable reserves for taxes, assessments, insurance premiums, repairs, depreciation, obsolescence, depletion, and for the equalization of payments to or for the beneficiaries; it may select any and all accounting periods with regard to the Trust property. f. Investment P~wers in General. Our Trustee may invest and reinvest in such class;es of stocks, bonds, securities, or other property, real or personal, as it shall determine. o 22 - Trust funds. Our Trustee may invest in investment Trusts as well as in common Our Trustee may purchase life, annuity, accident, sickness, and medical insurance on the behalf of and for the benefit of any Trust beneficiary. g. Power to Invest in Commodities an¢ Futures. Our Trustee is empowered to buy, sell, trade and deal in options, precious metals, stocks, bonds and securities of every nature (including "short" sales and speculative option transactions - i.e. uncovered puts and calls, option spreads, option straddles, and option combinations) and commodities of every nature, and contracts for the future delivery of commodities of every nature on margin and otherwise; and for such purpose to maintain and operate margin and commodity accounts with brokers; and in connection therewith to borrow money and to pledge any and all stocks, bonds, securities, commodities and contracts for the future delivery thereof, held or purchased by our Trustee, with such brokers as securities for loans and advances made to our Trustee. h. Life Insurance Powers. Our Trustee shall have the powers with regard to life insurance (except as otherwise provided in this agreement): . (1) To purchase, accept, hold, and deal with as owners, policies of insurance on our lives, the life of any Trust benefidary, or on the life of any person in whom any Trust beneficiary has an insurable interest. (2) To execute or cancel any automatic premium loan agreement with respect to any policy and shall have .the power to elect or cancel any automatic premium loan provision in a r~fe insurance policy. (3) To borrow money with which to pay premiums due on any policy either from the company issuing the policy or from any other source and may assign any such policy as security for the loan. ¢. (4) To exercise any option contained in a policy with regard to any dividend oi; share of surplus apportioned to the policy; to reduce the amount of a policy or convert or exchange the policy; or to surrender a policy at any time for its cash value. (5) To elect any paid-up insurance or any extended term insurance nonforfeiture option contained in a policy. (6) To sell a policy at its fair market value to the insured or to anyone having an insurable interest in the policy. (7) The right to exercise any other right, option, or benefit contained in a policy or permitted by the insurance company issuing that policy. (8) To transfer and assign the policies held by the Trust as a distribution of Trust property upon termination of any Trust created under this agreement. - 23 - i. _Loan, Borrowing, and Encvml~rsnce Powers. Our Trustee shall have the following loan, borrowing and encumbrance powers: (1) To loan money to any person, including, a benefidary, with or without interest, on any term or on demand, with or without collateral, as deemed in the best interests of the Trust beneficiaries. (2) To borrow money upon such terms and conditions as it shall deem advisable, including, in the case of a corporate fiduciary, the power to borrow from its own banking or commercial department. (3) To obligate the Trust property for the repayment of any sums borrowed where the best interests of the benefidaries have been taken into consideration. (4) The right to set aside a reserve account to cover the contingency until a release of liability or satisfaction of such debt can be seCUred in the event th&t there exists, at the time of one or both of our deaths, a loan guaranty of any form which constitutes a contingent liability of the Trust. (5) To encumber the Trust property, in whole or in part, by mortgage or mortgages, deeds of Trust, or by pledge, hypothecation, or otherwise, even though such encumbrance may continue to be effective after the term of any Trust or Trusts created in this agreement. j. _Mcrgin an(;i Brokeraqe Account Powers. Our Trdstee is specific~.lly vested with the power and authority ~o open, operate, and maintain a securities brokerage account wherein any security may be bought or sold on margin. This shall include the power to hypothecate or borrow upon the purchase or sale against existing securities in such account. k. Mortgage Powers. Our Trustee shall have the power to enter into any mortgage whether as a mortgagee or mortgagor; to purChase mortgages on the open market and to otherwise buy, sell, or trade in'first or subordinate mortgages. Our Trustee may reduce the interest rate on any mortgage and consent to the modification or release of any guaranty of any mortgage. Our Trustee may continue mortgages upon and after maturity with or without renewal or extension, and may foreclosure any mortgage. It may purchase the mortgaged property or acquire it by deed from the mortgagor without foreclosure. I. Nominee Powers. Our Trustee may hold any Trust property in the name of our Trustee, or in the name of the nominee, and may enter into agreements to facilitate hold. lng such property. It may accomplish such with or without disclosing its fiduciary capacity. m. Oil, Gas, Coal. and Other Mineral Powers. Our Trustee may do all things necessary: ~ 24 o (1) To maintain in full force and effect any oil, gas, coal, and other mineral interests comprising part or ail of the Trust properb/. (2) To purchase additional oil, gas, coal, and other mineral interests when necessary or desirable to effect a reasonable plan of operation or development with regard to the Trust property. (3) To buy or sell undivided interests in oil, gas, coal, and other mineral interests, and may exchange any of such interests for interests in other properties or for services. (4) To execute oil, gas, coal, and mineral leases on such terms as our Trustee may deem proper, and may enter into pooling, unitization, repressurization, and other types of agreements relating to the development, operation, and conservation of mineral properties. Any lease or other agreement may have a duration that our Trustee "deems reasonable, even though extending beyond the duration of any Trust created in this agreement. (5) To execute division orders, transfer orders, ~-eleases, assignments, farmouts, and any other instruments which it deems proper. (6) To ddll, test, explore, mine, develop, and otherwise exploit any and all oil, gas, coal, and mineral interests, and may select, employ, utjlize~ or partidpate in any .business form, including partnerships, joint ventures, co-.owner's groups, syndicates, and corporations, for-the purpose of acquiring, holding, exploiting, developing, operatiC, or disposing of oil, gas, coal, and other mineral interests. (7) To employ the services of consultants or outside spedalists in connection with the evaluation, management, acquisition, disposition, or development or any mineral interest, and may pay the cost of such services from the principal or income of the Trust property. (8) To use the general assets of the Trusts created under this agreement for the purposes of acquiring, holding, managing, developing, pooling, unitizing, repressuring, or disposing of any mineral interest. n. PQw~rs of Attorney. Our Trustee may execute, deliver, and grant to any individual or corporation a revocable or irrevocable power of attorney to transact any and all business on behalf of the various Trusts created in this agreement. The power of attorney may grant to the Attorney-in-Fact all the rights, powers, and discretion that our Trustee could have exerdsed. o. PQwers TO Merge Similar Trusts. Our Trustee may merge and consolidate &ny Trust created in this agreement with any other Trust created by us, or any other person at any other time, if the other Trust contains substantially the same terms for the same beneficiaries, and has at least one Trustee in common with the Trust or Trusts created in this agreement. - 25 - Our Trustee may administer such merged and consolidated Trusts as a single Trust or unit. if, however, such a merger or consolidation does not appear feasible, as determined in the sole and absolute discretion of our Trustee, our Trustee may consolidate the assets of such Trusts for purposes of investment and Trust administration while retaining separate records and accounts for the respective Trusts. p. Powers of an Interested Truste~. Notwithstanding the general powers conferred upon our Trustee, or anything to the contrary contained in this agreement, no individual Trustee shall exercise or participate in the exercise of discretion with respect to the distribution of Trust income or principal to or for the benefit of such Trustee. The above paragraph shall apply unless any such distribution is limited by an ascertainable standard relating to the education, hbalth, maintenance, and support of such individual Trustee. No individual Trustee shall exercise or participate in the exercise of such discretionary power with respect to distributions to any person Or persons such Trustee is legally obligated to support, as to that support obligation. q. P~wers of an Insured Trvstee. Any indMdual Trustee under this agreement, other than us, is prohibited from exercising any power conferred on the owner of any po!icy which insures the life of such individual Trustee and which is held as part of the Trust property. If our Trustee holds any such policy or polides as a part of the Trust property, the powers conferred on the owner of such a policy shall be exercised only by the other then acting Trustee. If the insured Trustee is the only then acting Trustee, then such powers shall be exercised by a substitute Trustee designated pursuant to the provisions of this agreement dealing with the Trusteeship. If any rule of law or court decision construes the ability of the insured Trustee to name a substitute Trustee as an incident of ownership, the substitution process shall be implemented by a majority of the then current mandatory and discretionary income beneficiaries, excluding the insured Trustee if the insured Trustee is a beneficiary. r. Real Estate Powers. Our Trustee shall have the power: (1) To make leases and grant options to lease for any term, even though the term may extend beyond the termination of any Trust created under this agreement. (2) To grant or release easements and other interests with respect to real estate, enter into party wall agreements, execute estoppel certificates, and develop and subdivide any real estate. (3) To sell, grant, convey, transfer, or deed any interest in real property. (4) To dedicate parks, streets, and alleys or vacate any street or alley; construct, repair, alter, remodel, demolish, or abandon improvements. (5) To elect to insure, as it deems advisable, all actions contemplated by this subsection. (6) To take any other action reasonably necessary for tJ~ preservation of real estate and fixtures comprising a part of the Trust property or the income therefrom. s. Retention of Trv~ Property_. Our Trustee may retain, without liab~ for depreciation Or loss resulting from such retention, all property constituting the Trust estate at 'the time of its creation or thereafter received from other sources. The foregoing shall be acceptable even though such proPerty may not be of the character prescribed by law for the investment of Trust funds, or may result in inadequate diversification of the Trust property. t. S Corporation Stock. If at anytime a Trust created under this agreement holds stock in an S corporation and such Trust is not a qualified Subchapter S Trust, our Trustee may, in its sole and absolute discretion, distribute such stock to the beneficiaries as if the Trust had terminated, while continuing to hold any other property in such Trust. In addition, our Trustee may dMde a Trust created under this agreement into separate Trusts for each of the beneficiaries, with each newly created Trust holding that beneficiary's pro rata share of the S corporation stock. Each newly created Trust shall have mandatory distributions of income, in all other respects the newly created Trusts shall be as consistent as pdssible with the odginal Trusts and still qualify as qualified Subchapter S Trusts. u. Sale, Lease, and_ _Other Disp(p~itive Powers. Our Trustee may sell, lease, transfer, exchange, grant options with respect to, or otherwise dispose of the Trust property. Our Trustee may deal with the Trust property at such time or times, for such purposes, for such considerations and upon such terms, credits, and conditions, and for such periods of time, whether ending before or after the term of any Trust created under this agreement, as it deems advisable. Our Trustee may make such contracts, deeds, leases, and any other instruments it deems proper under the immediate drcumstances, and may deal with the Trust property in all other ways in which a natural person could deal with his or her property. o 27 - v. Securffie~ Powers. In addition to those other securities powers granted throughout this Article, our Trustee may retain, exercise, or sell rights of conversion or subscription with respect to any securities held as part of the Trust property. Our Trustee may vote or refrain from voting at corporate meetings either in person or by proxy, whether general or limited, and with or without substitutions. w. Settlement Powers. Our Trustee may compromise, adjust, aJt:~ate, alter the terms of, or abandon any claim in favor of or against the Trust estate, and may take deeds in lieu of foreclosure. x. Nonproductive Prope.rty. Our Trustee may hold property which is non-income producing or is otherwise nonproductive if the holding of such property is, in the sole and absolute discretion of our Trustee, in the best interests of the beneficiaries. y. Trust Addition Powers. Our Trustee is authorized to. receive additional Trust property, whether by gift, will, or other,vise, either from us or any other person, corporation, or entity. Upon receipt of any additional property, our Trustee shall administer and distribute the same as part of the Trust property. z. Principal ¢n¢ Income Act. In addition to all of the .powers specifically granted our Trustee in this Article, our Trustee may exercise those powers set forth under the Uniform Prindpal and Income Act, or the equivalent, of the state of California, together with any amendment to such laws. Our Trustee may perform every act reasonably necessary to administer each and every share or Trust created under this agreement. aa. Distribution for Economy.. Our Trustee may terminate this Trust if, in the absolute discretion of our Trustee or if a court of competent jurisdiction determines that: ~ (1) It has become sufficiently small in value such that its cost of administration is disproportionate to the value of its assets; or beneficiaries. (2) Its continuation is no longer in the best interests of its All principal in undistributed income shall be distributed to the then income beneficiaries in the proportion in which they are, at the time of termination, entitled to receive the income provided. However, if the dghts to income are not then fixed by the terms of this Trust, the distribution under this Paragraph shall be made to such persons as are then e0titled or authorized, in the Trustee's discretion, to receive payments from this Trust. Upon such distribution, the Trust shall terminate and the Trustee shall not be liable or responsible to any person or persons for such action. ab. Power of Appointment Pr0visions. The Trustee is authorized in - 28 - its sole discretion with respect to all or any pan'of the principal of the trust (iflduding a pecuniary amount), by an instrument filed with the trust records, (a) to create a general power of appointment within the meaning of Se~,Cdon 2041 of the Internal Revenue Code, as amended,. (including .a 'power the' exercise of .which requires the consent of the · Trustee), in a child, of the SettlC~ that may dispose of the pro. perty upon. the death of the child,. ('o)'to: .eliminate.Such POwer for :all or. any'part of. sQch' Prtndp¢ .a~.'to. ~vhicb. SUch... POwer was previously' created, (c) irrevocably to re~ase the fight.to create- or eliminate such POwer. and (d) to dMde the trust principal into two fractional shares based upon the then portion Of the trust that would be includable in the gross estate of the child holcr~g such power if he or She died immediately before such dMsion (in which case the power shall be over the entire principal of one share and over no part of the other share) and each such share shall be administered as a separate trust unless the Trustee shall in its sole' discretion thereafter c°'mbine such separate-trust into a single trust:which lt..is hereby authorized to do. in aUfl~°rizing such action it is the Settl0r.'s .hope (but they do rio(. direct) that a general power will be kept in effect when the Trustee believes the inclusion of the property affected thereby in ~he child's gross estate may achieve a significant savings ii~ transfer taxes by having an' estate tax rather than a Chapter 13 tax imposed on the property subject to the general pOwer, which may also permit a greater use of the GST exemption'under Section 2631 (a) of the Internal Revenue Code, as amended, of the child's spouse. ac. Summary_ Statement. All of the powers granted to our Trustee in this Article shall be in addition to those powers conferred upon Trustees under all applicable state and federal statutes. Each power conferred upon our Trustee under this Article, or upon Trustees in general, by applicable state or federal statutes, shall be subject to any express limitations or contrary directions contained in this-agreement. AJ~i'ICl r: 15 DEFINITIONS AND GENERAL PROVISIONS 15.~ ~. For purposes of this agreement, the following words and phrases shall be defined as follows: a. Ad0oted and Aff~rborn Persons. Persons who are legally adopted while they are under eighteen (18) years of age shall be treated for all purposes under this agreement as though they were the naturally born children of their adopting parents. A child in gestation who is later born alive shall be considered a child in being throughout the period of gestation. b. ~. A person's descendants shall include all of his or her lineal descendants through all generations. A descendant in gestation who is later born alive shall be considered a descendant in being throughout the period of gestation. An adopted person, and all persons who are the descendants by blood or by legal adoption while under the age of eighteen (18) years of such adopted person, shall be cor~sidered descendants of the adopting parents as well as the adoptJ~. 'parents ancestors. . '.- .. C. Per Sti~Oes Distrib'utiOr~s, Whene;c~r a diStdiSUtion, is to-be made to a person's descendants, per stirpes: .'... '. (1) The distributable assets are to be divided into as many shares as there are living children of such person and deceased children of such person who left then living descendants. " ". . (2i' ' Each men IMng child Shall re,_c~e °¢~e 'share and'the shOe-of 'each deceased child shall be divided among such child s then living, descendants in the same manner. d. ~~ As used in this Trust, 'education" shall include: (1) Any.course of study or instruction at an accredited college or university granting undergraduate or graduate degrees. (2) Any course of study or instruction at any institution for specialized, vocational, or professional tralnir)g. .(3) Any curriculum offered by any institution that is recognized for purposes of receiving financial assistance from any state or federal agency or program. "(4) Any course of study or instruction which may be useful in preparing a beneficiary for any vocation consistent with the beneficiary's abilities and interests. ? Distributions for education may include tuition, fees, books, supCes, living expenses, travel, and spending money to the extent that they are reasonable. e. Personal Reoresentative. For the purpose of this agreement, the term "Personal Representative" shall include an executor, administrator, guard~qn, custodian, conservator, Trustee, or any other form of personal representative. f. Disability_. Except as otherwise provided in this agreement, any individual may be treated as being under a legal disability, incompetent, or incapacitated, if: jurisdiction; such individual's jurisdiction; or (1) (2) person Declared or adjudicated as such by a court of competent A guardian, conservator, or other personal representative of or estate has been appointed by a court of competent (3) Certified as such in writing by at least two licensed physicians. 15.2 The Rule AgainSt perpetuities- Unless sooner terminated .by the express . provisions of this agreement, ' each Trust.'created in this agreement Shall terminate twenty- one (21') years after the' death Of the last survivor of the grouP COmposed °f.hdsband .an.d wife, 'and thoSe of our descendants living at the 'time of our deaths.". At 'that:time, the. property held in' Trust shall be discharged of any further Trust, and shall immediately vest' in and be distributed to those persons entitled to receive or have the benefit of the inCOme from the respective Trust. For the purposes of distributions under this Section oniy, it shall be presumed that any person 'then entitled to .receive any discretionary payments, of the income of a separate Trust is entitled to receive all of the .income, and'it shall be presumed that any class of persons entitled to receive diScretionary payments of income is entitled to receive all of such income, per stirpes. 15.3 Protective Ol¢'use. To the fullest extent permitted by law', the'interests of all of the beneficiaries in the various Trusts and Trust property subject to this agreement, except for our interest therein, shall not be alienated, pledged, anticipated, assigned, or encumbered unless specifically authorized by the terms of this agreement. Such interest shall not be subject to legal process or to the claims of any creditors, other than our creditors to the extent of our interest in the Trusts or Trust property, while such interests remain Trust property. 15.4 Survivorshio Presumotions if the order of the deaths cannot be established by proof, the wife shall be deemed to have survived the husband. Any other beneficiary shall be deemed to have predeceased the husband if such beneficiary dies within thirty (30) days after the date of the husband's death. 15.5 Contest (;;lause. If any beneficiary, other than us, shall in any manner, directly or indirectly, attempt to contest or oppose the validity of this agreement, including any amendments thereto, or commences or prosecutes any legal proceedings to set this agreement aside, then in such event such beneficiary shall forfeit his or her share, cease to have any right or interest in the Trust property, and shall be deemed to have predeceased us. 15.6 (;;hanging the Trust Situs. After our deaths, the situs of this Trust agreement may be changed by the unanimous consent of all of the beneficiaries then eligible to receive mandatory or discretionary distributions of net income under this agreement. if such consent is obtained, the beneficiaries shall notify our Trustee in writing of suc~ change of Trust situs, and shall, if necessary, designate a successor corporate fiduciary in the new situs. This notice shall constitute removal of the current Trustee, if appropriate, and any successor corporate Trustee shall assume its duties as provided under this agreement. - 31 - A change in situs under this Section shall be. f, nal and binding, and shall not · be subject to judidal review. ..15.7 ¢¢ener~i Matters. The following general.matters, of constructi.°0...shall ap.ply to the.pi'o~sions of-this agreement.; -... · .'; : '" ....... "· :" a. ~. UnleSs the context reqUires'otherwise; words denoting the singular may be construed as denoting the plural, and words of the plural may be construed as denoting the singular. Words of one gender may be construed as denoting another gender as is appropriate within such context. 'b. Headinqs oft Articles, 'Secti°ns,' and P~agraohS.. The headings Of Articles, Sections, and Paragraphs uSed within, this agreement are included solelY for the convenience and reference of the reader. They shall have no Significance in the interpretation or construction of this agreement. c. Notices. All notices-required to be 'given in this' agreement shall be made in writing either by: Personal delivery to the party requiring notice, and securing (1) a written receipt; or (2) Mailing notice by. certified United States mail, return receipt requested, to the last known address of the p~rty requiring notice. The effective date of the notice shall be the date of the written receipt or the date of the return r. eceipt. d. Delivery_. For purposes of this agreement "delivery" shall mean: (1) Personal delivery to any party; or ? (2) Delivery by certified United States mail, return receipt requested to the party making delivery. " The effective date of delivery shall be the date of personal delivery or the date of the return receipt. e. Applicable State Law,. The validity of this Trust shall be determined by reference to the laws of the state of California. Questions with regard to the construction and administration of the various Trusts contained in this agreement shall be determined by reference to the laws of the state in which this Trust is then currently being administered. .f. Duolicate Originals. This agreement may be executed in several counterparts; each counterpart shall be considered a duplicate original agreement. g. ,~everability. If any provision of this agreement is declared by a court of competent jurisdiction to be invalid for any reason, such invalidity shall not affect the - 32 - remaining provisions of this agreement. The remaining provisions shall be fully severable, and this agreement shall be construed and enforced as if the invalid provision had never been included in this agreement. .. ". ': ~ 15.8· Interpretation. of TruSt:. if a question· adses..regarding the '!nt.erp~etation..o[ · this TrUst or any-.'part thereof, our Trust'ee :is authorized to §ccect ~nd act. 'upo~ the' Written opinion of Uoyd C0penbar. ger & Assboiates, the law firm who prepared the.Trust. 'ff the firm,· or a successor, is no longer active, then the a~orney for. our Trustee shall be empowered to interpret the Trust. An attorney from whom an interpretation has mn requested may consider any evidence which comes to the attorneY's attention and which seem, in the attorney's opinion, to have a bearing upon the interpretation, whether or not · such evidence is or. would' be. admissible in court.. .... SIGNING RatificaU°n and Execution by Settlors We certify that we have read the foregoing Trust Agreement and that it correctly states the terms and conditions under which the Trust Estate is to be held, managed, and disposed of by the Trustees. We approve the Trust Agreement in all particulars and request that the Trustees execute it. EXECUTED February 17, 1997, at .San Bernardino County, California. CHARLES E. ENGLE Settlor KA~NGLE Settlor ~J APPROVED: ~~~,/,. ~ We certify that: 1. We are named as Trustees in the foregoing Trust Agreement; 2. We have read -the foregoing Trust Agreement and it correctly sets forth the terms and conditions under which the Trustees named 'in it shall hold, administer and distribute, the Trust Estate described in it; and .- "' "3:. "We .co0fi.rm, ri~ '.tifl_y.; and.'approy..e such Trust Agreement. -. . Ii~ECUTEI) February 17, 1997,'at San Bernardino county,. California. -CHARLES 'E.'ENGLE J · .Trustee KAtHRYN W: ENG~E Trustee STATE OF CALIFORNIA' COUNTY OF SAN BERNARDINO On February 17, 1997, before me, LARRY COPENBARGER, Notary Public, personally appeared CHARLES E. ENGLE and KATHRYN W. ENGLE, person~ly known to me (or proved to me on the basis of satisfactory evidence) to be the persons whose names are subscribed to the within instrument and acknowledged to me that they executed the same in their authorized capacities, and that by their signatures on the instrument the persons, or the entity upon behalf of which the persons acted, executed the instrument. WITNESS my han arC~fficial seal. ASSIGNMENT THE ENGLE REVOCABLE LIVING TRUST: · "We, cHARLES E. ENGLE and KATi~RyN"W. ENGLE, 'l~ereby'.assign. to the Trustees of THE ENGLE REVOCABLE UVING TRUST, u/d/t February 17; 1997;, all right, title and interest in and to all automobiles, jewelry, household .goods,-furniture, furnishings, appliances, clothing, and all other personal p~operty whatsoever. Such property is to be owned by this Trust regardless of any other title designation whatsoever. DATED: February 17, 1997 CHARLES E. ENGLE Settlor KATHRYN ~. ENGLE Settlor W'rtnesses: Accepted by: CHARLES E. ENGLE Trustee KATHRYN W. ENGLE Trustee AMENDED CERTIFICATE OF TRUST TO:.*' BANKS,- SAVINGS. · .* .-HOUSES,'. "TITLE INSTITUTIONS AND..LOAN'' ASSOCIA .TIONS,. ' BRoKEPAGE COMPANIES; AND.-OTHER 'FINANCIAL CHARLES E. ENGLE and KATHRYN W. ENGLE hereby certify that on June 18, 1984, CHARLES F_ ENGLE and KATHRYN W. ENGLE, as Settlors, transferred to CHARLES E. ENGLEand KATHRYN W..ENG.LE, as Trustees of THE ENGLE REVOCABLE LIVING TRUST, certain items of real and personal property. The Identification Number of this Trust is the Settlors' respective SOcial Security NumberS: 562-38-5296 and 1'62-38- 2615. The Settlors appoint PHY]:!, IS E.' SAL'I-ZMAN, or ARDYS E. THUMA as Successor Trustees,. A. The Setfl°m have given.the Tr,Jstees broad powers with respect, to'finandal transactions, including the opening of checking and savings accounts in banks and savings and loan associations, and to make and control investments. An exact reproduction of the provisions of the Trust relating to Trustee powers are set forth below. Either settlor may act individually as Trustee. B. All assets should be transferred to CHARLES E. ENGLE and KATHRYN W. ENGLE, as Trustees of THE ENGLE REVOCABLE UVING TRUST, u/d/t June 18, 1984, as amended in full February 17, 1997. C. The cr~spositive provisions of the Trust create .no vested interest in any persons other than CHARLES E. ENGLE and KATHRYN W. ENGLE. The attorney signature on this Certificate confirms this fact. · TRUSTEE ADMINISTRATIVE AND INVESTMENT POWERS A. Introduction to Tr~-tee Powers. Except as otherwise provided in this agreement, our Trustee shall have both the administrative and investment powers enumerated under this Article and any other powers granted by law with respect to the various Trusts created by this agreement_ B. Pqwer to Delegate Ministerial Duties. This power allows the Trustees to delegate to either one of the Trustees or to any non-Trustee any non-discretionary power, including the power to (singularly or jointly) open bank accounts and savings and loan association accounts, sign checks or withdrawal slips, give instructions for the receipt or delivery of securities or other property, give instructions for the payment or the receipt of money, and (singularly or with others) have access to any safe deposit box or other place with property of the Trust created pursuant to this Trust as deposited. C. Powers tO b~ Exerci~;~ in th~ Best Interests of the B{~n~ficiades. Our Trustee shall exercise the following administrative and investment powers without the order o~ any court, as our Trustee determines in its sole and absolute discretion to be in the best interests of the benefic~rie& Notwithstanding anything to the contrary in this agreement, our Trustee shall not exercise any power in a manner inconsistent with -1- manner inconsistent with the beneficiaries' right-to the benefim_Jal enjoyment of the Trust property in accordance with the general principles of the law of Trusts. D. Power tO Purchase Discoum Tr.easurY Bond~. The tnJstee shall have the power to purChase, at I(~s than par, obligations o1' the United States c/.America ~ bor~') which are redeemable at par in payrne~ of federal estate tax liability of a Settlor's estate in such amou~ as the -Trustee deems advisable. For this purpose, the Trustee may partition property, in the Trust Estate and may make such'piJrchases fr°m such order to effect a purchase and shall res~tve any doub{ ~ing either the' desiralmlity of making the purchase or its amount in favor of malting the purchase and in purcha~ a [arger amount, than may be necessary. The Trustee shall incur no liablity for losses resulting from a decision either to purchase or not to purchase, which is made in good faith. ~The Trustee is directed to use such bonds to the fullest possible extent in paying the federal estate tax c~igation of a Settlor. E. Adminlstratlv.e .and Inv~stment Power.. Our Trustees are hereby granted the .following administrative.and investment powers: · 1. B in~. Our Trustee may retain and continue any business in which we have or had an interest as a shareholder, partner, sole proprietor, or as a participant in a joir~ venture, even though that interest may constitute ail or a substantial portion of the Trust property. In order to administer the interest, our Trustee maY:. (a) Directly participate in the conduct of any such business or e~nploy others to do so on behalf of the beneficiaries. (b) Execute partnership agreements, buy-sell agreements, and any amendments to them. (c) Participate in the incorporation of any trust property, any corporate reorganization, merger, consolidation, recapitaiLzation, liquidation, dissolution, or any stock redemption cross purchase buy-sell agreement. (d) Hold the stock of any corporat~ as trust property, and may elect or employ directors, officers, employees, and agents, and compensate them for their service~ (e) Sell or liquidate any business interest that is part of the trust property. (f) Carry out the provisions of any agreement entered into by us prior to our deaths'for the sale of any business interest or the stock thereof. (g) Exercise ail of the business powers granted in this agreement regardless of whether our Trustee is personally interested or an involved party with respect to any business enterprise forming a part of the Trust property. 2. ~,,<;)mmon Fund Powers. For the purpose of convenience with regard to the administration and investment of the Trust property, our Trustee may: (a) Hold the several Trusts created unde~ this agreement as a common fund. (b) Make Joint investments with respect to the funds comprising the Trust property. (c) Enter into any transaction authorized by this Article with fiduciaries of other Trusts or estate.s in which any beneficiary hereunder has an interest, even though such fiduciary is also Trustee under this agreement. -2- · a~ee~;, and. 3. Compensation Powers. Our Trustee shall pay from income or principal all of the reasonable expenses at~"Dutable to the administration of the respective Trusts created in this agreement, induding: " (a) Reasonable co~npensation for its services as fiduciary as provided tn this '" (b) R 'ees°nal~e co~~,'" fo~ those .p~..~;~ns..efaplo~-.by. ou~.Tn~Stee; ...' including agents, auditors,' accountants~ and att .o~. ys. . .. 4. D~n"o~ion Powers. Our Trustee is specif' .~ally autho~zed to make divisions and ' proportk~ it deems advisable. .' Our Trustee shall be under no obligation or responsibility to make pro rata divisions 'Our Trustee may ~ocate ~ property to any bec~=~fi~:iarY'or share although the pmp~ may differ in kind from the property allocated to any other beneficb~ o~' share. The foregoing powers shall be exercised regardless o~ the ~ tax basis of any 5. Income and Principal Powers. Our Trustee may detem~ine in a fair, equitable, and practical manner how all Trustee fees, disbursements, receipts, and wasting assets shell be credited, charged, or apportioned between principal and income. Our Trustee may set aside from Trust income reasonable reserves for taxes, assessments, insurance premiums, repairs, depreciation, obsolescerme, depletion, and for the equalization of payments to or for the beneficiaries; it may select any and ail accounting periods with regard to the Trust property. .. _ 6. Inv~r~nt P~wem tn General. Our Trustee may invest and reinvest in such classes of stocks, bonds, securities, or other property, real or personal, as it shall determine. Our Trustee may invest in investment Trusts as well as in common Trust funds. Our Trustee may purchase life, annuity, accid .ent, sickness, and medical insurance o~ th~ behalf of and for the benefit o~ any Trust beneficiary. 7. Power tO Inve~t in ~mrnodities and Futures, Our Trustee is empowered to bu~, sell, trade and deal in options, precious metals, stocks, bonds and securities ot every nature (including 'short' sales and speculative option transactions - Le. uncovered puts and calls, option spreads, option straddles, and option combinations) and commodities of every nature, and contracts for the future delivery of corrm'Kxlities of every nature on margin and otherwise; and for such purpose to maintain and operate margin and commodity accounts with brokers; and in connection therewith to borrow money and to pledge any and all stocks, bonds, securities, commcdities and contracts for the future delivery thereof, held or purchased by our Trustee, with such brokers as securities for loans and advances made to our Trustee. 8. Life Insurance Powers. Our Trustee shall have the powers with regard to life insurance (except as otherwise provided in this agreement): (a) To purchase, accept, hold, and deal with as owners, p~icies of insurance o~ our live~s, the lif(~ of any Trust beneficiary, or on the life of any person in whom any Trust benefk:[ary has an insurable interest. -3- (b) To execute or cancel any automatic premium loan agreement with respect any policy and s~aJl have the power to.elect 'or cancet any automatic premium loan provisl<~ in a life insurance policy. (c) To borrow money with which to pay premiums due on any p~icy either from the company iss~g the policy or from any ot~he~ source and may assign any such policy as securty k:x' · - . (d). To exerc opt contai d a.p icy..,W regard share of surpius .apportioned to'the p~icy;, to reduce the amount ota .p~/or conver[ or exchange me policy;, or to surrender a policy at any time for its cash value. (e) To elect any· paid-up insurance or any extended term insurance nonf~e option contained in a policy. (t) To· sell a Policy .at its fair market value to the insured or to any°ne having an 'insurable intere~ in the policy. (g) The right to exercise any other right, option, or benefit contained in a porky or penmitt..ed by the insurance company issuing that poticy. (h) TO' tranSfer and assign the policies held by the Trust as a d~stributio~ of Trust property upon termination of any Trust created ur~der this agreement. 9. Lo~n, Bqrr(;~vin~. and Encumbrance Powers. Our Trustee shall have the foilowir~ loan, borrowing and encumbrance powers: (a) To loan money to any person, including, a bener~-iary, with or without ir~e~est, on any term or on demand, with or without co~lateral, as deemed in the best interests of the Trust beneficiaries. (b) To borrow money upon such terms and cond~ as it shall deem advisable, including, in the case of a corporate fiduciary, the power to borrow from its own banking or commerc~ department. (c) To obligate the Trust property for the repayment o~ any sums bo~owed where the best. interests o~ the beneficiaries have been taken into consideration. (d) The fight to set aside a reserve account to cover the contingency ur~ a releas~ of liab~ity or satisfaction of such debt can be secured in the event that there exists, at the time of one or both of our deaths, a loan guaranty of any form which constitutes a contingent liability of the Trust. (e) To encumber the Trust p~operty, in whole or in part, by rno~gage or mortgages, deeds of Trust, or by pledge, hypothecation, or otherwise, even though such encumbrance may continue to be effective after the term of any Trust or Trusts created in this agreement. 10. Marain and Brokeraoe Account Powers. Ou[ Trustee is specif'~ally vested with the power and autho~y to open, operate, and maintain a securities brokerage account wherein any security may be bough~ or sold on margin. This shall include the power to hypothecate or borrow upon the purchase or saJe against existing securities in such account. 11. Mort(3aae Powers. Our Trustee shall have the power to enter into any mortgage whether as a mortgagee or mortgagor; to purchase mortgages on the open market and to othenvise buy, sell, ~ trade in first or subordinate mortgages. Our Trustee may reduce the interest rate on any mortgage and ~nt to the modification or retease of any guaranty of any mortgage. -4- Our Tru~ee may continue mortgages upon and after maturity with or without renewal or extension, and may foreclosure any mortgage. ' It may purchase the mortgaged property or acquire it by deed from the rnortgagor v,~hout foreclosure. 12. Nqrr~'~ Powers.. Our Trustee may hold any Trust property in the name of our Trustee,' or in the.r~ame o~ the nominee, and may ente~ into agreements !o facilitate holding s~x:h property. ·" ".i3.. Oil. Gas, ~. and Other Mineral' powers.' Our Trustee may do all ahings (a) To maintain in ~ force and effect any oil, .gas, coaJ, and Other mineral ir~terests comprising part or aJ! of the Trust property. (b) To p~chase additionaJ oil, gas, coal, and Other mineraJ interests when nec. ess~ or desirable to effect a reasonable plan of operation or development with regard to the Trust (c) To buy or sea undivided interests in o~, gas, coal, and other mineral interests, and may exchange any of such interests for interests in Other properties or for service~ (d) To execute oii, gas, coal~ and mineral iease.~ on-such ter~ as Our Trustee may deem proper, and ma.y enter into pooling, unitization, repressurizatio~, and other typ~s of agreements relating to the development, operation, and conservation of mineraJ properties. Any lease or other agreement may have a duration that our Trustee deems reasor~ble, even though extending beyond the duratio~ of any Trust created in this agreement. (e) To execute division orders, transfer orders, releases, assignments, farmouts, and any other instruments which it deems proper. (t) To dr~l, test, explore, mine, develop, and otherwise exploit any and all oi, gas, coal, and mineral interests, and may select, employ, utilize, or participate In any business form, including partnerships, joint ventures, co-owner's groups, syndicates, and corpomtior~ for the purpose of acquiring, holding, exploiting, developing, operating, or disposing of oa, gas, coal, and other mineral interesJ_~ (g) To employ the services of cor~sultants or outside specialists in connectio~ with the evaluation, management, acquisition, disposition, or development or any mineral interest, and may pay the co~t. of such services from the principal or income of the Trust property. (h) To use the general assets of the Trusts created under this agreement for the purposes of a~iuiring, holding, managing, developing, pooling, unitizing, repressuring, or disposing of any mineral interest. 14. P~Nem ~f Attomev. Our Trustee may execute, deliver, and grant to any individuaJ or corporation a revocable or irrevocable power of attorney to transact any and ail business on behalf of the various Trusts created in this agreement. The power of attorney may grant to the Attorney-in-Fact all the rights, powers, and discretion that our Trustee could have exercised. 15. Pgwers T9 Merge Sim~ar Trust~. Our Trustee may merge and consolidate any Trust created in this agreement with any other Trust created by us, or any other person at any other time, if the other Trust contains substantially the same terms for the same beneficiades, and has at least one Trustee in common with the Trust or Trusts created in this agreement- Our Trustee may administer such merged and consolidated Trusts as a single Trus~ or unit. ff, however, such a merger or consoiidatJon does not appear feasible, as determined in the sole and absolute discretion of our Trustee. our Trustee may consolidate the assets of such Trusts for purposes of investment and Trust administration wh,.'le retaining separate records and accounts for the respective Trusts. -5- i6. Power~ Of an Interested Trustee. Notwithstanding the general powers cor~en~ upon our Trustee, or anything to the contrary contained i~ this agreement, no indh4dt~ Trustee shall exercise or participate in the exercise of discmtic~ with respect to the distril:~Jon of Trust income or principal to or'for the ber~effi of such Trustee. .. Tn~ee. discretionary powe~ with respect, to distributions to any person or persons such Trustee is legally obligaled to s~pport, as to that support .obligation. 17. Power~ of an Insured Trustee.. Any Individual Trustee under this agreement, ~ t~an us, Is prohibited from exercising anY power co~en'edon the owne~ of any policy ~ insur.es the.l~.e If our Trustee hoids any such policy or poiicies as a part of the Trust property, the If the insured Trustee is the only then acting Trustee, then suc~ ipowers' shai be exercised by a substitute Trustee designated pu~uant to the provisions of this agreement dealing with the Trusteeship. If any rule of law-or court decision construes the ability of the insured Trustee to name a substitute Trustee as an incident of ovmership, the substitution process shall be implemented by a majority of the then current mandatory and discre~mary Income bener-K~aries, excluding the trtsured Tms~e i~ the Insured Trustee is a benermiary. 18. R{~I Estate Powers. Our Trustee shall have the power:. (a) To make leases and grant options to lease for any term, even though the term may extend beyond the termination of any Trust created under this agreement. 03) To grant or release easements and other interests with respect to real estate, enter into party wall agreements, execute estoppel certificates, and develop and subdivide any real estate. (c) To sell, grant, convey, transfer, or deed any interest in real property. (d) To dedicate parks, streets, and alleys or vacate any street or alley;, constn~, repair, alter, remodel, demolish, or abandon improvements. (e) To elect to insure, as it deems advisable, all actions contemplated by this (f) To take any other action reasonably necessary for the preservation of real estate and fixtures comprising a part of the Trust property or the income therefrom. 19. Retention Of Trust Prooertv. Our Trustee may retain, without iiabaity for depreciation or loss resulting from such retention, all property constituting the Trust estate at the time of its creation or thereafter received from other sources. The foregoing shall be acceptable even though such property may not be of the character prescribed by law for the investment of Trust funds, or may result in inadequate diversificatk~ of the Trust property. -6- stock in an S corporation and such Trust is not a qualified Subchapter S Trust, our Trumee-ma'/, in its sole and absolute discretion, dism3mJte such stock to the beneficia~ as if the Trust had terminated, wh~le continuing to hold any other property in such Trust. In. addition, our-Trustee .may divide a. Trust created under this agreement into' .-.. 'Separate ~rusls. for each of th~..ben~rie~s., with each newly created Trust ho!Cling If~at ..beneF~iary's pro rata. sl~are' d the $. cor~3om.tion s~oCk. -Each-r~ly.c~.eated Trus~ Shall have.mandatory..d~ of-. Income. In all ~.respects the newly c~eated Trusts shall be as co~-~sistent as possible with. the (Xiginal Trusts.and still qualify as quali~ed Subcha~ S Trusts;' '. 21. Sale, L.~se, and Other Dtsoositive Power. Our Trustee may setl, tease, transfer, exchange, grant options with respect to, or otherwise dispose of the Trust property. Our Trustee may deal with the Trust property aI such time or times, for such purposes, for..such, considerations and-upon such terms~ credits, and conditions,, and for such periods of time, Whether'ending before .or after the term. 'C/any Trust created, under .this agreement, as it deems advisable. Our Trustee may make such contracts, deeds, leases, and any other instnJrne~ts it deems p~oper under the Immediate circumstances, and may deal with the Trust propert)/in all other ways in which a natural person could deal with his or her property. 22. ,~{~cvrities Powers. In addition to those other securities powers granted throughout this Article, our Trustee may relain, exercise, or sell rights of conversion or subscripticm with respect to any Our Trustee may vote or reJrain from voting at corporate meetings either in person or by proxy, whether general or limited, and with or without substitutions. 23. Settlement Powers. Our Trustee may compromise, adjust, arbitrate, alter the terms of, or abandon any claim in favor of or against the Trust estate, and may take deeds in lieu of foreclosure. 24. Nonorocluctive Prooerb/. Our Trustee may hold property which is non-income producing or is otherwise nonproductive if the holding of such property is, in the sole and absolute discretion of our Trustee, in the best Interests of the beneficiaries. 25. Trust Addition Powers. Our Trustee is authorized to receive additiom~ Trust property,, whether by get, w~l, or othen,Ase, either from us or any other person, corporation, or entity. Upon receipt of any .additional property, our Trustee shall administer a~l distribute the same as part of the Trust property. 26. PrindDal and Income Act. in addition to all of the powers specifm_.aily granted our Trustee in this Article, our Trustee may exercise those powers set forth under the Uniform Principal and Income Act, or the equivalent, of the state of C, aiifomla, together with any amendment to such laws. Our Trustee may perform every act reasonably necessary to administer each and every share or TnJst created under this agreement. 27. Di~tnl;~tk;)n for E(;;onomY. Our Trustee may terminate this Trust if, in the absolute discretion of our Trustee or if a court of competent jurisdiction determines that: (a) It has become sufrK;iently small in value such that its cost of administration is disproportionate to the value of its assets; or 0o) Its continuation is no longer in the best interests of its beneficiaries. -7- All principal in undistributed income shall be dis~:x~d to the t.hen income beneficiaries in the propoction in which they are, at the time of t~tion, entitled to receive the income provided. However, if the rights to income are n(X then fixed by the terms of this Trust, the d~ under this Paragraph shaJl be made to such perso¢~ .as are then enfided o¢ aLd'~rlzed, in the Trustee's discretJ0~ to receive payments from this Trust. Upon such dlstrE)ution, the Trust shall terminate and the .Trustee shall not be liable or responsible to any pemon c~ persons fo~ such action. "* ' : 28. *'Qvmmarv Statemer~. AJI of' the' powers gray. ted to our Trustee ia this AttiC. e Shall - .. be'in addition'to those powers conferred upon TrUstees under all applicable s~e and federal statutes. Each power conferred uPOn our Trustee Under this N'tide, or upon T.rustees in get,al, by .applicable state or federaJ statutes, shall be subject to any express limitations ~ contrary directio~3s contained in this agreement. CERTIFICATION BY. SETTLORS We, C'HAREES E. 'ENGUE and K~THRYN W. ENGLE, horeby certi~ that this Certificate of Trust and the reproduction attached is a true representation of the Trustee Powers. -' ! SIGNING Rafifi(;~tion and Execution by Settlors -. We certify that we have read the foregoing Certificate of Trust and that it correctly states the terms and conditions under which the Trustee may hold, manage, and dispose of Trust Property. EXECUTED February 17, 1997, at San Bernardino County, California. CHARLES E.. ENGLE Settlor KATHRYN W. ENGEE Settlor APPROVED: -8- Rafifi~on and Exec~on by Trustees We certify that: 1." We are named as Trustees. of THE ENGLE REVOCABLE LIVING TRUST; " - '- '2: We have read.the'foregoing Certificate of Trust and.it' .(:X:)rreC~ty sets. forth the terms and conditions under which the Trustees named in it shall hold, administer and distribute THE ENGLE REVOCABLE LIVING TRUST; and 3. We confirm, ratify, and approve such Certificate of Trust. 'EXECUTED February 17, 1997,' at San Bernardino County, California. ' Trustee KATHRYN V~ ENGLE Trustee STATE OF CALIFORNIA COUNTY OF SAN BERNARDINO On February 17, 1997, before me, LARRY COPENBARGER, Notary Publi~, personal., ly appeared CHARLES E ENGLE and KATHRYN W. ENGLE, personally known to me (or proved to me on the basis o~ satisfactory evidence) to be the persons whose names are su~crib~ to the within instrbment and acknowled~ to me that they executed the same in their authorized capacities, and that by their signatures WITNESS my hand~cial seal. (Se~) -9- RESIGNATION OF TRUSTEE as · We, Charles E.'Engle and Kathryn W.. Engie, do hereby'v, olunta'rily decline to serVe Trustees of The E'ngle Revocable LiVing'Trust, dated june 181 1984, as amended in full February 17, 1997. By our resignation, all. authority and powers we had as Trustees of said Trust are h'ereafter 'the duty of the Successor Trustee, Ph¥1iis E. SaltZman. I declare under penalty of perjury, that the foregoing is true and correct. Dated: /~./¢ , 1998 Dated: //-~ ? , 1998 State of California ) ) County of San Bernardino ) SS. CHARLES E. ENGLE KATHRYI~ W. ENGLE ' On January 29, 1998, before me, Larry Copenbarger a Notary Public in and for the State of California, personally appeared Charles E. Engle and Kathryn W. Engle, personally Rnown to me to be the persons' whose names are subscribed to tl3e within instrument, ~nd acknowledged to me that they executed the same in their authorized capacities, and that by their signatures on the instrument the persons, or the entity upon behalf of which the persons acted, executed the instrument. WITNESS my hand and official seal. Public~/v -- {~LARRY COPENBARGER ~ [=~ ~-j ORANGE C~ ~ NOVEMBER ~, 1998 ESTATE OF KATHRYN ENGLE SSN: 162-38-2615 FORM 706, SCHEDULE G Real Properties Real Prope[ty located in Lancaster, CA. Parcel 007 Value based on 2000 property tax statement Alternate Valuation Date Alternate Value Value at Date of Death 6/13/2001 5,681 5,257 Trust Securities SB Money Funds Cash Port Cl A, 19,919.39 shs, $1 per share Investment Co. of America, 16,927.609 shs, $32.860 per share @ 12/13/00 $30.570 per share avg value @ 6/13/01. Symbol: AIVSX 6/13/2001 19,919 19,919 6/13/2001 517,477 556,241 Trust Cash Centennial Bank, 675 Oak St., Eugene, OR. Checking acct ~442530556 PNCBank, National Association, P.O. Box 535230; Pittsburgh, PA. Checking acct #50-0088-9201 6/13/2001 4,439 4,439 6/13/2001 11,720 11,720 Trust Partnerships Rancon Realty Fund IV LP, 15 units @ $300 per unit based on the offer to purchase LP interest from MPI in December 2000. See attached copy of offer. Rancon Realty Fund V LP, 5 units @ $270 per unit based on the offer to purchase LP interest from CMG Partners, LLC on October 30, 2001. See attached copy of offer. Select Income Prop. 6 LP, 90 units @ $400 per unit based on last sale of interest on July 1 2000. See attached Statement Date Street Properties LP. O'Bryan Co. 190 N. Arrowhead Ave., Suite G Rialto, CA 92376. Investment was in litigation before 12/13/00 and has no value at 12113/00 or 6113101. 6/13~2001 4,500 4,500 6/13~001 1,350 1,350 6/13/2001 36,000 36,000 ~1~2001 Trust Retirement 10 Travelers Life & Annuity. Account #9488661. Account cashed in on 2122101. Investment in contract was $95,000. 6/13/2001 237,544 237,317 Other Trust Assets 11 Receivable from Engle Decedent's Trust 6/13/2001 78,975 78,975 Total Value of Assets in the Engle Revocable Living Trust 917,605 955,718 PROPERTY TAX BILL PROPERTY IDENTIRCATION '~.-= · . .*. '. - ASSESSOR'S ID.N0.: 3260 OO7 007 O1 OOO OWNER OF RECORD AS OF JANUARY 1 2001 SAME AS BELOW MAIUNG ADDRESS CITIES, COUNTY, SCHOOLS AND ALL OTHER TAXING AGENCIES IN LOS ANGELES COUNTY SECURED PROPERTY TAX FOR FISCAL YEAR JULY 1, 2001 TO JUNE 30. 2002 MARK J. SALADINO, TREASURER AND TAX COLLECTOR FOR ASSISTANCE CALL (213) 974-2111 OR (888) 807-2111 · ,, DETAIL OF TAXES DUE FOR ,' AGENCY AGENCY PHONE GENERAL TAX LEVY ALL AGENCIES 1.~ $ 56.81 VOTED INDEBTEDNESS COUNTY .001128 $ .06 SPECIAL WATER .072344 4.11 ELEN SCHOOLS .025863 1.47 DIRECT ASSESSMENTS COUNTY LIBRARY (562) 940-6954 $ 23.79 COUNTY PARK DIST (213) 738-2983 76,48 LA CO FIRE DEPT· (323) 881-6151 .. '~ 12.16 ENGLE,CHARLES E AND KATHRYN TRS ENGLE TRUSTS PHYLL I S E SALTZt~N 206.5 UNIVERSITY 5T EUGENE OR 97403 ' '~'J.;'?'.~';''::':7''''~?* '~'~4~~?,'?~?:'~''t~*~':'' ,;?;':":':.-'J*'!' .7'~-.~'>'i~:"~'*:¢*~*::¢i ELECTRONIC.F, UND~TRANSFER (EFT) NUMBER:~,~.;~. ID//: 19 3260 007 007 6 YEAR:01 SEQUENCE:O00 9 For Mastercard and Vi~a Credit Card payments call {888) 473-0835 and ,: . have available the EFT mmbe~ listed above. Convenience fees will be charged. .* .... ':. ' PROPERTY LOCATION AND/OR PROPERTY DESCRIPTION VAC/AVE A4/VIC 70 STW CALICHE CA RECORD OF SURVEY AS PER BK 74 PG 37-38 OF R S LOT 39 ASSF. SSOR~ REGIONAL OFFICE REGION #Al INDEX: LANCASTER OFFICE 251E AVE K-6 LANCASTER CA 93535 (661)940-6700 ACCT. NO.: TRA:09561 PRINT N0.:1549263 BILL ID.; ROM. YEAR 01-02 LAND IMPROVEMENTS TOTAL TAXES DUE ~--~-~.$_~174. ~~:: FIRST INSTALLMENT TAXES DUE NOV. 1~ 2001 SECOND INSTALLMENT TAXES DUE FEB. 1, 2002 887.43 ' vALUATiON INFO~;~6-1~;;~*~!i~¢!;i;!i~;i;" CURRENT ASSESSED VALUE ,::;:i~,~,;:;~ TAXABLE VALUE: 5,681 5,681 ;- TOTAL ' 5,681 LESS EXEMPTION: NET TAXABLE VALUE 5,681 Estate of Kathryn Engle SSN: 162-38-2615 Schedule G Attachment form 706 At date of death, the grantor trust had a limited partnership interest in Rancon Realty Fund IV. The trust owned 15 units which represents a 0.0195% ownership interest in the partnership. Per the attached offer from MacKenzie Patterson, Inc. (MPI) to purchase units of Rancon Realty Fund IV, the partnership was offerring to redeem units at a price of $292 per unit, but only to investors with no more than four units. The attached MPI offer discusses the illiquidity of the units resulting from the absence of a formal market for trading. The MPi Partners offer price of $300 per unit has been used to determine the value of the partnership units since this appers to be a representative price for valuation purposes. Total number of units Per unit value * Total value of units owned 15 $3OO $4,500 MacKenzie Patterson, Inc. MacKenzie Securities Partners, Inc. Patterson Financial Services, Inc. Patterson Real Estate Services Moraga Partners, Inc. To: Holders of Limited Partnership. Interests in Rancon Realt~ Offer to Purchase Limited. Partnershi Interests for 300 er Unit!, Dear RanCon Realty Fund IV Investor: MPI is offering to purchase Limited Partnership Units (the "Units") of Rancon Realty FundIV, (the "Partnership"), for $300 per Unit (the "Purchase Price") in cash. Recently, the partnership was offering to redeem Units at a price,.of$292 per Unit, but only to investors with no more than four Units. The price paid will be reduced b a one ti in the amount of $60 "' r se '~ ....... . . y me transfer fee ch,arged b the pe ller and any dtstribut~ons nmd to the o,~n~. Ae ........... . Y general partner establish a value for the parm.ership,s real es/ate assets in order to make this offer. The buyers are not real estate appraisers and · - o,~,,~, ,utcr tmcemoer 17, 2001. The buyers have attempted to the value of the assets may not ficcurately represent the current or future value 0fthe Units~ The buyers are making this .offer ih view of making a profit, so the price offered is below the estimate of value as established by the buyer, but there can be no assuranc~ as to the actual value of a Unit until· the Partnership liquidates. · MacKenzie Patterson has in excess of $50 million under management and has in excess' of $3 million in available capital with whtch to consummate this transaction. We specialize in acquiring limited partnership units for our own accounts and have provided a.timely, cost efficient liquidity option to thousands of limited'partnership investors. DisclosureS: An investor who wishes more Information on the Partnershlp's assets, value or hqmdity may cOntact thegeneral partner of the Partnership, consult the financial Statements mailed to investors by the PartnerShip each quarter, or retrieve the information from www.sec.gov. Any general partner who is aware that an offer is made to its investors is responsible for mailing a response to the offer within 10 business days of notification· To the best of the buyer's knowledge the general partner has not published an independent third party valuation, nor have they published a general partner value for the Partnership Units. For those investors who choose to sell their Units, we will pay proceeds promptly after the expiration of the offer and confirmation of transfer by the general partner or transfer agent. This process can take up to six to eight weeks depending on the general partner and is not controlled by the buyers· Once confirmation 'is received proceeds will be paid within three to five business days. Reasons to consider selling Your interest in the Partnership: · R~ ERSHIPTERMINATION. Although webelievethataclearma-orit _ · maoe me~r w~shes lmown to the ~eneral - ,,,- ;. ..... ,:__ c .... . . _. [J y of ~nvestors have determined to continue holding the properties. In fact, ° -~ .... ,, m me parmersmp In 2000, the general partner the general partner reported in the 3~d Quarter 200010Q, filed with the Securities and Exchange Commission, "...it is not possible to sell the Tri City properties to the most qualified bidders. The General Partner currently intends to retain the Tri City Properties and has begun an assessment of various opportUnities to .deVelop additional parcels of undeveloped land On a build-to-suit basis". In addition, in the 3rd Quarter 2001 report sent to tnvestors the general partner states, "We expect to continue to hold the majority of the properties for several more years to allow for the market value of the properties to increase further and to pursue additional build-to-suit opportunities" and have not established a definitive timeframe for that to happen, as "We · no-one can predict the future". One thing is clear, the general partner has determined that a sale of some properties is acceptable at this time, but only in order to build additional properties, not in order to make distributions to the limited partners. -.ILLIQUIDITY OF UNITS. The relative illiquidity of the Units · · resulting from the absence of a formal trading market makes the Units difficult to sell. According to the most recently reported trading activity in .leading industrypublications, the Investor Relations 1640 School Street, Moraga, CA 94556 Marketing / Research / Bids email: investors@mackpatt.com 925.651.§100 FAX 925.651.9119 email: marketingCamaekpatt.eom Estate of Kathryn Engle SSN: 162-38-2615 Schedule G Attachment form 706 At date of death, the grantor trust had a limited partnership interest in Rancon Realty Fund V. The trust owned 5 units which represents a 0.0052% ownership interest in the partnership. Per attachedoffer from CMG Partners, LLC to purchase units of Rancon Realty Fund V the General partner's attempts to liquidate the properties in the partnership has been unsuccessful. The attached CMG offer discusses the market for these units, which have no established market for trading, and indicates trades have been conducted by selling units in the informal auction market. The trades that were recent before the formulation of their offer occurred at an average selling price of approximately $283 per unit and these were also subject to a 10% selling fee,which would yield proceeds of approximately $255 per unit. The CMG Partners offer price of $270 per unit has been used to determine the value of the partnership units because this value is approximates the market value of these units on date of death and the alternate valuation date. Total number of units Per unit value * $27O Total value of units owned $1,350 ". CMG P 4RT] EI S, LLC 999 3~ Ave. Suitf38¢ #! Invest ,o~J Seattle, V~A. 9~104 ~ 1-(88~)-414-8029 Dear Fellow _ Ocfobe, r_..~O, 2001 CMG Partners, LLC is continuing its offer to purchase your limited partr[e~-terests~ Realty Fund V, for $270 c~s~h r uni~ Recent attempts by the General Partner to Eluidate the properties in the p~teersh~o nave been unsucces~ an unfavorable market environment. As a result, the partnersh~o has reformulated its goals. The new Objectives of the pertnersh~o focus on improvement of its real properly and the possib~ty of identif~'ng new development opportunities. These new plans result in a longer time horizon for the partnersh~o. Our offer eliminates the uncertainties surrounding the ultimate duration of the partnership and provides you with an opportunity to control the conclusion of your investment now. When evalueting our offer, please also consider the following: NO FEES/ Unlike most tender offers, our offer is a net-price offer, meaning that We *jill not reduce your proceeds by commissions, charges, transfer fees, or any other fde~ for* that matter. By contrast, partnership sales are typically subject to steep commissions, in addition to transfer fees and minimum trade charges. CMG offers you the opportunity to sell your units on a net price basis, without these costly commissions and fees. Moreover, the partnership charges a separate $60 fee to re-register the units, which is also being paid by CMG. We are your true no-fee ~quidity option. COMPETITIVE PRICE Wh~e there is no astab~hed market for the units, trades that have been consummated in the informal auctiop market have most recently occurred at an average price of approximately $283. However, hades conducted in the auction market are typically reduced by as much as 10% to cover costly commissions and fees, thus resulting in a net price well below our net offer price of $270. CONTROL It is common that the financial needs and preferences of investors such as yourself ara dynamic, and change over time. We have found that limited partnerships often remain intact longer than most investors originaJy anticipate, and in the duration, many investors' pdoriges change and develop in other areas. If your needs have changed, our offer provides you with a tJme/y opportunily to control the conclusion of your investment, rather than being subject to the schedule of the general partner. THE END OF K- f's Seffing your units through this offer completes your participation in the partnership, and therefore 2001 may be the last year for which you wi8 receive a K-1 tax form from the partnership. Since many incrn~iduals who own limited partnerships find the time delays and preparation costs of filing K-l's to be frustrating and burdensome, you may find this to be an added benefit. Furthermora, recent requirements by numerous states have increased this burden by requiring limited partners'to file state income tax returns, and possibly pay taxes, in states where the partnership owns properties. CMG Partners, LLC is not a~ated with the P~rtnership or the General Partner, and is seeking to acquire Units for investment purposes only. Neither the GeneraI Partner, nor Rancon Realty Fund V, or their respective afhTiates or subsidiaries are parties to this offer. This offer is [mired to our purchasing a maximum of 4.9% of the outstanding Units, and wi8 expire at 5:00 p.m. PST on January 28, 2002. By executing our offer, you agree that in exchange for your compensation, CMG will be engtled to any and ait distribu~ons paid or declared by the Partnersh~ on or after October 30, 2001 Should you choose to accept our offer, please complete and sign the blue Agreement and have all signatures Medallion S~qnature m~. (See detailed instructions for completing the forms on the lavender sheet enclosed with this letter). Your net cash proceeds will be delivered promptly once the Partnership has provided confirmatlen that the transfer is effective, and that CMG wi8 be the payee of redord for ali futura distnT~utlons. In considering our offer, we also encourage you to read the additional disclosures concerning our offer on the reverse of this letter. While the offer is intended to be open through January 28, 2002~ we encourage you to act promptly, as our offer covers a fixed number of. Units, beyond which tenders cannot be accepted. CMG Partners retains the right to terminate this offer before January 28, 2002.without notice. Please call us with any questions at (888) 414-8029. Thank you for your consideration of our offer. Sincere/y, CMG Partner~ LLC As principal investors in the units, we believe that the economic value of the units will ultimately be greater than the price offered hereby. However, there are numerous risks and uncertainties that may cause our belief and estimates to be wrong, ff you prefer to receive cash for your interests, then we believe that our offer p~ovides both a fair and reasonable alternative. The price offered hereby may be more or less than prfces quoted by secondary market matching services. We believe however, that trensac~ons conducted through matching services are costiy, and that the quoted prices often overslate the net price a seller actually receives. Therefore, you may prefer to accept our offer, even if our price is lower than a price quoted by such an alternative purchaser. Estate of Kathryn Engle SSN: 162-38-2615 Schedule G Attachment form 706 At date of death, the grantor trust had a limited partnership interest in Select Income Properties 6. The trust owned 90 units which represents a 1.8379% ownership interest in the partnership. Per inquiry of Select Inocme Properies on January 2, 2002, sales of units are infrequent. The most recent sale of units occurred in July 2000 and the units sold for $400 each. Based on this information, the value used for estate purposes is the last known sale value of $400 per unit. Total value calculated as follows: Total number of units Per unit value Total value of units owned 90 $400 $36,000 form 706 (Rev. 7-99) Estate of: KATHRYN ENGLE SCHEDULE I - Annuities Note: Generally, no exclusion is allowed for the estates of decedents dying after December 31, 1984 (see page 15 of the instructions). Yes No A Are you excluding from the decedent's gross estate the value of a lump-sum distribution described in section 2039(f)(2)? .................................... X If 'Yes,' you must attach the information required by the instructions, iiiiiiiiiiiii!ii!iii!!ii i!!i?!?i!iiiiiiiiiiiii Item Description Alternate Includible Includible number Show the entire value of the annuity before any exclusions, valuation date alternate value value at date of death 1 BRETHEREN IN CHRIST CHURCH PENSION. 9974 19TH ST., ALTA LOMA, CA. 0% OF THE PENSION WAS PURCHASED BY DECEDENT. 36/13/01 122. 122. 2 2ALIFORNIA STATE TEACHERS RETIREMENT SYSTEM SURVIVOR'S BENEFITS. THERE IS NO INVESTMENT IN CONTRACT. 36/13/01 6,370. 6,370. Total from continuation schedules (or additional sheets) attached to this schedule .................. TOTAL. (Also enter on Part 5, Recapitulation, pa.qe 3, at item 9) ................................. 6 r 4 9 2. 6 r 4 9 2. (If more space is needed, attach the continuation schedule from the end of this package or additional sheets of the same size.) Schedule I - Page 22 (The instructions to Schedule I are in the separate instructions.) 005201 05-30-00 7 08070313 099306 80666 2000.08000 ENGLE, KATHRYN 80666 1 Form706 (Rev. 7-99) Estate of: KATHRYN ENGLE SCHEDULE J - Funeral Expenses and Expenses Incurred in Administering Property Subject to Claims Note: Do not list on this schedule expenses of administering property not subject to claims. For those expenses, see the instructions for Schedule L. If executors' commissions, attorney fees, etc., are claimed and allowed as a deduction for estate tax purposes, they are not allowable as a deduction in computing the taxable income of the estate for Federal income tax purposes. They are allowable as an income tax deduction on Form 1041 if a waiver is filed to waive the deduction on Form 706 (see the Form 1041 instructions). Item number Description Expense amount Total amount A. Funeral expenses: SEE STATEMENT 1 Total funeral expenses ....................................................................................... · 1 0,3 8 7. B. Administration expenses: I Executors' commissions- amount estimated/agreed upon/paid. (Strike out the words that do not apply.) 2 Attorney fees - amount estimated/agreed upon/paid. (Strike out the words that do not apply.) 3 Accountant fees - amount estimated/agreed upon/paid. (Strike out the words that do not apply.) .............................. 4 Miscellaneous expenses: Expense amount Total miscellaneous expenses from continuation schedules (or additional sheets) attached to this schedule .............................................................................................. Totalmiscellaneous expenses .... .................................................................................................. TOTAL. (Also enter on Part 5, Recapitulation, page 3, at item 13.) ........................................................... ~,- 1 0 ~ 3 8 7. (If more space is needed, attach the continuation schedule from the end of this package or additional sheets of the same size.) 005221 05-30-00 8 08070313 099306 80666 2000.08000 ENGLE, KATHRYN Schedule J - Page 23 80666 I ,Form 706(Rev. 7-99) Estate of: KATHRYN ENGLE SCHEDULE K - Debts of the Decedent, and Mortgages and Liens Amount unpaid to date Amount in contest item number 1 2 3 4 5 6 Debts of the Decedent - Creditor and nature of claim, and allowable death taxes PENNSYLVANIA DEPARTMENT OF REVENUE. 2000 INCOME TAXES DUE. MESSIAH VILLAGE. NURSING HOME CARE FOR NOVEMBER AND DECEMBER '2000. PHILHAVEN PSYCHIATRIC HOSPITAL 2OUNSELING SERVICES. ~UANTAM IMAGING. XRAY SERVICEI INTERNISTS OF PENNSYLVANIA. SERVICES. CENTRAL PHYSICIAN PHARMERICA. NOVEMBER. COVERAGE FOR MOBILE XRAY IMAGING. X RAY Total from continuation schedules (or additional sheets) attached to this schedule .................................................................. TOTAL. (Also enter on Part 5, Recapitulation, page 3, at item 14.) ....................................................................................... Mortgages and Liens - Description Total from continuation schedules (or additional sheets) attached to this schedule ........................................................ TOTAL. (Also enter on Part 5, Recapitulation, pa,qe 3, at item 15.) ..................................................................... Amount claimed as a deduction item number 1,418. 7,502. 30. 4. 34. 1,019. 375. 10~382. Amount (If more space is needed, attach the continuation schedule from the end of this package or additional sheets of the same size,) (The instructions to Schedule K are in the separate instructions_) 005241 08070313 099306 80666 2000.08000 ENGLE, KATHRYN 80666 Schedule K - Page 25 Estate of:. KATHRYN ENGLE CONTINUATION SCHEDULE Continuation of Schedule K, DEBTS OF DECEDENT (Enter letter of schedule OU are continuing.) Item DebtsoftheDecedent-Cmditorandnatureofclaim, Amountclaimedas number and allowable death taxes Amount unpaid to date Amount in contest a deduction SERVICES. 116. 8 COLDWATER CREEK. CATALOG ORDER DN 12/1/00. 77. 9 KREAMER MEDICAL. WHEEL CHAIR REPAIR. 163. 10 JACKSON PERKINS. CATALOG ORDER OF FLOWERS. 19. T~AL.(Car~fo~ardtomainschedule.) .............................................................................................. 375. 005111 o~-15-oo 10 08070313 099306 80666 2000.08000 ENGLE, KATHRYN 80666 1 [orm706 (Rev. 7-99) ' ' Estate of: KATHRYN ENGLE SCHEDULE O - Charitable, Public, and Similar Gifts and Bequests la affecting the charitable deductions claimed in this schedule? ..................................................................................................................... If"Yes," full details must be submitted with this schedule, i!iiiiiiiiiiiiiiiiiiiii!~i iiii!iii!iiiiiiiiiiiiii According to the information and belief of the person or persons filing this return, is any such action planned? ................................................... If "Yes," full details must be submitted with this schedule. Item number If "Yes,' attach a copy of the written disclaimer required by section 2518(b). Name and address of beneficiary I Did any property pass to charity as the result of a qualified disclaimer? ......................................................................................................... I X Character of institution Amount ~ESSIAH VILLAGE [00 MT. ALLEN DRIVE ~ECHANICSBURG, PA ALTA LOMA BRETHEREN 2HRIST CHURCH 3974 19TH ST ALTA LOMA, C~ IN 2 2HARITABLE RELIGIOUS Total from continuation schedules (or additional sheets) attached to this schedule ........................................................................ 3 Total 4a Federal estate tax payable out of property interests listed above ........................... 4a 0 b Other death taxes payable out of property interests listed above . . . 4b I 2 8 8 c Federal and state GST taxes payable out of property interests listed above I 4C I 0 d Add items 4a, b, and c 4_._~d 45,189. 180,754. 225,943. 288. 5 Net value of property interests listed above (subtract 4d from 3). Also enter on Part 5, Recapitulation, page 3, at item 21 ...... 5 (If more space is needed, attach the continuation schedule from the end of this package or additional sheets of the same size.) (The instructions to Schedule 0 are in the separate instructions.) 005341 11 08070313 099306 806(;6 2000.08000 ENGLE, KATHRYN 80666 I 225r655. Schedule O - Page 31 KATH'RYN ENGLE ~' ~ 162-38-~2615 FORM 706 FUNERAL EXPENSES STATEMENT 1 ITEM NO DESCRIPTION 6 7 8 COCKLIN FUNERAL HOME; 30 N. CHESTNUT STREET; DILLSBURG, PA. FUNERAL SERVICES. MESSIAH VILLAGE;100 MT. ALLEN DR.; MECHANICSBURG, PA. FUNERAL RECEPTION EXPENSES. STONE'S FUNERAL HOME; 355 E. 9TH ST., UPLAND, CALIFORNIA. GRAVESIDE AND BURIAL EXPENSES. BELLEVUE CEMETERY; 1240 WEST G ST; ONTARIO, CALIFORNIA. BURIAL COSTS AND MARKER. SUZANNE'S FLOWERS; 710 N. MOUNTAIN AVE.; ONTARIO, CALIFORNIA. FLOWERS FOR GRAVESIDE SERVICE. RON GRAF, STEVE SMITH, JOLENE HRUSKA. ALTA LOMA BRETHEREN IN CHRIST CHURCH. 9974 19TH ST.; ALTA LOMA, CALIFORNIA. HONORARIUMS FOR MINISTER AND MUSICIANS. PHYLLIS SALTZMAN, TRUSTEE. 2065 UNIVERSITY; EUGENE, OREGON. REIMBURSEMENT FOR AIR TRAVEL FOR FUNERAL AND BURIAL AND PHONE CALLS RELATING TO FUNERAL ARRANGEMENTS. ALBERTSONS. ONTARIO, CALIFORNIA. POST GRAVESIDE RECEPTION. FOOD FOR AMOUNT 6,781. 242. 1,148. 943. 141. 235. 796. 101. TOTAL TO FORM 706, SCHEDULE J, PART A 10,387. 08070313 099306 80666 12 2000.08000 ENGLE, KATHRYN STATEMENT(S) 1 80666 1 BUREAU OF ZNDZVZDUAL TAXES TNHERTTANCE TAX DIVISION DEPT. 280601 HARRXSBURG, PA 171Z8-0601 COMMONNEALTH OF PENNSYLVANIA DEPARTMENT OF REVENUE NOTZCE OF DETERMINATION AND ASSESSMENT OF PENNSYLVANZA ESTATE TAX BASED ON FEDERAL ESTATE TAX RETURN '02 /'~I:'i~ ]2 71:53 PHYLLIS SALTZMAN 2065 UNIVERSITY ST L;.~:~ EUGENE OR 9~;~:; :~ DATE ESTATE OF DATE OF DEATH FILE NUMBER COUNTY ACN 0q-15-2002 ENGLE KATHRYN N 12-13-2000 21 02-0313 CUMBERLAND 201 Amoun~ Rem/~ed I MAKE CHECK PAYABLE AND REMIT PAYMENT TO: REGISTER OF HILLS CUMBERLAND CO COURT HOUSE CARLISLE, PA 17015 NOTE: To insure proper credi~ ~o your account, submit: ~he upper por~:ion of ~his form wi~:h your ~ax payment:. CUT ALONG THIS L]:NE ~ RETAZN LONER PORT]:ON FOR YOUR FILES ~ REV-483 EX AFP (01-02) #a NOT:iCE OF DETERM]:NATZON AND ASSESSMENT OF PENNSYLVAN]:A ESTATE TAX BASED ON FEDERAL ESTATE TAX RETURN ~ ESTATE OF ENGLE KATHRYN N FILE N0.21 02-0513 ACN 201 DATE 0q-15-2002 ESTATE TAX DETERHZNATZON 1. Credit For State Death Taxes as Verified 1~153.00 Z. Pennsylvania Inheritance Tax Assessed (Excluding D/scount and/or Interest) q3~553.13 3o Inheritance Tax Assessed by Other States or Territories of the United States (Excluding Discount and/or Interest) .00 q. Total Inheritance Tax Assessed q3~553.13 5. Pennsylvania Estate Tax Due .00 TAX CREDITS: PAYMENT RECEIPT DISCOUNT (+) DATE NUMBER INTEREST/PEN PAID C-) AMOUNT PAID ~[F PAID AFTER THZS DATE, SEE REVERSE SIDE FOR CALCULATION OF ADDITIONAL INTEREST. TOTAL TAX CREDIT BALANCE OF TAX DUE INTEREST AND PEN. TOTAL DUE .00 .00 .00 .00 (XF TOTAL DUE XS LESS THAN $1, NO PAYMENT KS REQUIRED ZF TOTAL DUE ZS REFLECTED AS A 'CREDIT' (CR), YOU MAY BE DUE A REFUND. SEE REVERSE SIDE OF TH/S FORM FOR /NSTRUCTIONS.) PURPOSE OF MOTICE~ PAYMENT: To fulfill the requirements of Section ZlqO (b) of the inheritance and Estate Tax Act, Act Z3 of ZOO0. (72 P.S. Section 9140). Detach the top portion of this Notice and submit with your payment to the .Register of Mills printed on the reverse side. -- Make check or money order payable to: REGXSTER OF NXLLS, AGENT. REFUND (CR): OBJECTIONS: ADMIN- ISTRATIVE CORRECTIONS: PENALTY: INTEREST: A refund of e tax credit may be requested by completing an "Application for Refund of Pebnsylvanie Inheritance end Estate Tax" (REV-1315). Applications are available at the Office of the Register of Mills~ any of the Z3 Revenue District Offices or from the Department's Z4-hour ansaering service for forms ordering: 1-800-36Z-ZOSO; services for taxpayers aith special hearing and / or speaking needs: 1-800-qq7-3OgO (TT only). Any party in interest not satisfied with the assessment of tax as shown on this notice may object within sixty (60) days of receipt of this Notice by: --written protest to the PA Oapartmant of Revenue, Board of Appeals, Dept. Z810Z1, Harrisburg, PA 171Za-lOZ1, --electing to have the matter determined at audit of the personal representative, OR --appeal to the Orphans' Court. Factual errors discovered on this'assessment should be addressed in writing to: PA Department of Revenue, Bureau of Individual Taxes, ATTN: Post Assessment Review Unit, Dept. Z80601, Harrisburg, PA 171Z8-0601, Phone (717) 787-650S. See page 5 of the booklet "Instructions for Inheritance Tax Return for a Resident Decedent" (REV-1501) for an explanation of administratively correctable errors. The 15Z tax amnesty non-participation penalty is computed on the total of the tax and interest assessad~ and not paid before January 18, 1996, the first day after the end of the tax amnesty period. This non-participation penalty is appealable in the same manner and in the the same tiaa period as you would appeal the tax and interest that has been assessed as indicated on this notice. For dates of death on or after 10-3-91, Pennsylvania Estate Tax based on the Federal Estate Tax return becomes delinquent at the expiration of nine (093 months from the date of death. For'dates of death prior to 10-3-91, Pennsylvania Estate Tax based on the Federal Estate Tax return becomes delinquent at the expiration of eighteen (18) months from the date of death. Taxes which became delinquent before January 1, 198Z bear interest at the rate of six (6g) percent per annum calculated et a daily rate of .000164. All taxes which became delinquent on or after January 1, 198Z will bear interest at a rate which will vary from calendar year to calendar year with that rate announced by the PA Department of Revenue. The applicable interest rates for 19az through ZOOZ ara: Year Interest Rate Daily Interest Factor Year Interest Rate Daily Interest Factor 1982 ZOZ .O005q& 199Z 9Z .O00Zq7 1983 16Z .000q38 1993-199q 7Z .O0019Z 198q 11Z .000301 1995-1998 9Z .000Z47 1985 X3Z .000356 1999 7Z .00019Z 1986 IOZ .OOOZ74 2000 8Z .O00Z19 1987 9Z .000Z47 ZOO1 9Z .000Z47 1988-1991 112 .000301 ZOOZ 6Z .O0016q --Interest is calculated as follows: TNTEREST = BALANCE OF TAX UNPAZD X NUNBER OF DAYS DELZNQUENT X DAZLY INTEREST FACTOR --Any Notice issued after the tax becomes delinquent will reflect an interest calculation to fifteen (1S) days beyond the date of the assessment. Tf payment is made after the interest computation date shown on the Notice, additional interest must be calculated. OR BUREAU OF ZNDZVZDUAL fAXES TNHERZTANCE TAX DIVZS/ON DEPT. 280601 HARRZSBURG, PA 17128-0601 COMMONNEALTH OF PENNSYLVANZA DEPARTMENT OF REVENUE NOTZCE OF ZNHERZTANCE TAX APPRAZSENENT, ALLO#ANCE OR DZSALLO#ANCE OF DEDUCTZONS AND ASSESSNENT OF TAX REV-I~q? EX AFP C01-OZ) PHYLLZS SALTZMAN Z065 UNZVERSZTY ST EUGENE DATE 0q-15-2002 ESTATE OF ENGLE DATE OF DEATH 12-15-2000 FZLE NUMBER 21 02-0513 ~OUNTY CUMBERCANO ACN 101 Amoun~ Romi~ad KATHRYN N MAKE CHECK PAYABLE AND REM:ZT PAYMENT TO: REGISTER OF NTLLS CUM]~ERLAND CO COURT HOUSE CARLISLE, PA 17015 CUT ALONG THZS LZNE ~ RETAZN LONER PORTZON FOR YOUR RECORDS ~ REV-1547 EX AFP (01-0:~) NOTZCE OF ZNHERZTANCE TAX APPRAZSEMENT~ ALLONANCE OR DZSALLONANCE OF DEDUCTZONS AND ASSESSMENT OF TAX ESTATE OF ENGLE KATHRYN N FZLE NO. 21 02-0515 ACN 101 DATE Oq-15-Z002 TAX RETURN NAS: (X) ACCEPTED AS FZLED ( ) CHANGED RESERVATZON CONCERNZNG FUTURE ZNTEREST - SEE REVERSE APPRAZSED VALUE OF RETURN BASED ON: ORIGINAL RETURN 1. Real Es~a~o (Schedule A) (1) 2. S~ocks and Bonds (Schedule B) (2) $. Closely Held S~ock/Par~norship Zn~oros~ (Schedule C) ($) q. Mortgages/No,es Receivable (Schedule D) (q) 5. Cash/Bank Deposits/Misc. Personal Proper~y (Schedule E) (5) 6. Jointly O~nod Proper~y (Schedule F) (6) 7. Transfers (Schedule G) (7) 8. To,al Asse~s APPROVED DEDUCTZONS AND EXEMPTZONS: 9. Funeral Expensas/Adm. Costs/Misc. Expanses (Schedule H) (9) 10. Dob~s/Mor~gago Liebili~ies/Lions (Schedule I) (10) 11. To,al Deductions 12. No~ Value of Tax Re~urn 4q$.00 .00 NOTE: To insure proper .00 credi~ ~o your account, .00 submi~ ~ho upper portion .00 of ~his form wi~h your ~ax payment. .00 956/955.00 (8) 10,:587.00 15. lq. NOTE: 10 ~$82.00 (11) (12) Charitable/governmental Bequests; Non-elected 9115 Trusts (Schedule J) (15) Ne~ Value of Es~a~e Subjoc~ ~o Tax (lq) Zf an assess, ent was lssued previously, 1/nos 1~, 15 and/or 16, 17, reflect flgures that lnclude the total of ALL returns assessed to date. 957,396.00 20.769.00 956,627.00 254,157.00 70Z,q70.00 ASSESSMENT OF TAX: 15. Amoun~ of Line 1~ a~ Spousal ra~e 16. Amoun~ of Line lq ~axable a~ Lineal/Class A ra~e 17. Amoun~ of Line lq a~ Sibling ra~e 18. Aaoun~ of Line lq ~:axable a~: Collateral/Class B ra~e 19. Principal Tax Due TAX CREDITS: PAYMENT RECETpT 0ISCOUNT DATE NUNBER INTEREST/PEN PAID (- 09-13-2001 NR002702 .00 ZF PAZD AFTER DATE INDZCATED, SEE REVERSE FOR CALCULATZON OF ADD/TZONAL INTEREST. 18 and 19 ~ill (15) .00 x 00 = .00 -(16) 561,976.00 x 045: 25,288.92 (17) 95,665.00 x 12 = 11,259.56 (18) 46,851.00 x 15 = 7,024.65 (19)= q3,555.13 AMOUNT PAZD 50,000.00 TOTAL TAX CREDZT 50,000.00 BALANCE OF TAX DUEI 6,446.87CR ZNTEREST AND PEN. .00 TOTAL DUE 6,4q6.87CR ( ZF TOTAL DUE ~S LESS THAN $1, NO PAYMENT ~S RE~UZRED. ZF TOTAL DUE IS REFLECTED AS A 'CREDZT' (CR), YOU MAY BE DUE A REFUND. SEE REVERSE SZDE OF THIS FORM FOR ZNSTRUCTZONS.) RESERVATION: PURPOSE OF NOTICE: PAYNENT: REFUND (CR]: OBJECTIONS: ADNIN- ISTRATIVE CORRECTIONS: DISCOUNT: PENALTY: INTEREST: Estates of decedents dying on or before December 1Z, 198Z -- if any future interest in the estate is transferred in possession or enjoyment to Class B (collateral) beneficiaries of the decedent after the expiration of any estate for life or for years, the CoeeonHealth hereby expressly reserves the right to appraise and assess transfer Inheritance Taxes at the Iawful Class 8 (collateral) rate on any such future interest. To fulfill the requirements of Section Z140 of the Inheritance and Estate Tax Act, Act Z$ of ZOO0. (72 P.S. Section 9140). Detach the top portion of this Notice and submit eith yeur payment to the Ragistar of Hills printed on the reverse side. --Hake check or money order payable to: REGISTER OF #ILLS, AGENT A refund of a tax credit, ehich was not requested on the Tax Return, may ba requested by completing an "Application for Refund of Pennsylvania Inheritance and Estate Tax" (REV-ISIS). Applications are available at the Office of the Register of Hills, any of the Z3 Revenue District Offices, or by ceiling the special 24-hour enseering service for fores ordering: 1-800-$BZ-ZOSO; services for taxpayers Hith special hearing and / or speaking needs: 1-800-447-30Z0 (TT only). Any party in interest net satisfied Hith the appraisement, alloeance, or disallowance of deductions, or assessment of tax (including discount or interest) as sheen on this Notice lust object eithin sixty (60) days of receipt of this Notice by: --written protest to the PA Department of Revenue, Board of Appeals, Dept. Z810Zl, Harrisburg, PA 171ZB-/OZ1, OR --election to have the matter determined at audit of the account of the personal representative, OR --appeal to the Orphans' Court. Factual errors discovered on this assessment should be addressed in writing to: PA Department of Revenue, Bureau of Individual Taxes, ATTN: Post Assessment Review Unit, Dept. 280601, Harrisburg, PA 171Z8-0601 Phone (717) 787-6505. See page 5 of the booklet "Instructions for Inheritance Tax Return for a Resident Decedent" (REV-IS01) for an explanation of administratively correctable errors. If any tax due is paid Hithin three (5) calendar months after the dacadent's death, a five percent (SI) discount of the tax paid is alloHed. The 15Z tax amnesty non-participation penalty is computed on the total of the tax and interest assessed, and net paid before January 18, 1996, the first day after the end of the tax amnesty period. This non-participation penalty is appealable in the same lanner and in the the same tile period as you mould appeal the tax and interest that has been assessed as indicated on this notice. Interest is'cMarged beginning with first day of delinquency, or nine (9) months and one (1) day from the date of death, to the date of payment. TBxes Hhich becalm delinquent before January 1, 198Z bear interest at the rate of six (6Z) percent per annul calculated at a daily rate of .000164. A11 taxes which became delinquent on and after January l, 198Z will bear interest at a rate Hhich will vary frae calendar year to calendar year eith that rate announced by the PA Department of Revenue. The applicable interest rates for 198Z through ZOOZ are: Year Interest Rate Daily Interest Factor Year Interest Rate Daily Interest Factor 1982 ZOX .000548 1992 9Z .000247 1983 167. .000438 1993-1994 77. . O0019Z 1984 11Z .000501 1995-1998 97. .000Z47 1985 13Z .000356 1999 7Z .000192 1986 107. .000Z74 ZOO0 8Z .000Z19 1987 9Z .000Z47 2001 9Z .000247 1988-1991 11Z .000501 ZOOZ 62 .000164 --Xnterest is calculated as folloes: XNTEREST = BALANCE OF TAX UNPAXD X NUNBER OF DAYS DELXNI~UENT X DAXLY XNTERBST FACTOR --Any Notice issued after the tax becomes delinquent Hill reflect an interest calculation to fifteen (15) days beyond the date of the assessment. If payment is made after the interest computation date shoHn on the Notice, additional interest must be calculated. : BUREAU OF TNDTVTDUAL TAXES TNHERTTANCE TAX D]'VTSION DEPT. :'80601 HARRTSBLLRG, PA 171::'8-0601 PHYLLIS SALTZHAN 2065 UNIVERSITY ST EUGENE OR 97~05~ COHHONNEALTH OF PENNSYLVANZA DEPARTHENT OF REVENUE ZNHERZTANCE TAX STATEt'IENT OF ACCOUNT DATE 05-06-2002 ESTATE OF ENGLE DATE OF DEATH 12-15-2000 FZLE NUNBER 21 02-0315 !'~!:'~:%'?COUNTY CUHBERLAND ACN 101 Amoun'l: Rem i"lc'l:ed KATHRYN HAKE CHECK PAYABLE AND REHIT PAYNENT TO: REGISTER OF NZLLS CUNSERLAND CO COURT HOUSE CARLTSLE, PA 17013 NOTE: To insure proper credJ~ ~o your account:, submi~ ~:he upper portion of ~his fore wASh your ~:ex paymen~c. CUT ALONG THTS L]:NE ~ RETATN LONER PORTTON FOR YOUR RECORDS -~ REV-1607 EX AFP (01-02) #~ ZNHERZTANCE TAX STATEHENT OF ACCOUNT x#~ ESTATE OF ENGLE KATHRYN N FZLE NO. 21 02-0515 ACN 101 DATE 05-06-2002 THZS STATENENT ZS PROVZDED TO ADVZSE OF THE CURRENT STATUS OF THE STATED ACN ZN THE NANED ESTATE. SHO#N BELON ZS A SUNHARY OF THE PRZNCZPAL TAX DUE, APPLZCATZON OF ALL PAYNENTS.' THE CURRENT BALANCE.' AND., ZF APPLZCABLE,, A PROJECTED ZNTEREST FZGURE. DATE OF LAST ASSESSHENT OR RECORD ADJUSTHENT: 0~-08-2002 PRINCIPAL TAX DUE: ........................................................................................................................................................................................................................... PAYNENTS (TAX CREDITS): ~3,553.13 PAYHENT RECEIPT DISCOUNT ¢+) DATE NUHBER INTEREST/PEN PAID ¢-) AHOUNT PAID .00 09-13-2001 0fi-15-2002 NROOZ702 REFUND .00 50,000.00 6,~46.87- ZF PAZD AFTER TH/S DATE.' SEE REVERSE S/DE FOR CALCULAT/ON OF ADDITIONAL INTEREST. ZF TOTAL DUE IS LESS THAN $1.' NO PAYNENT 1S REQUIRED. IF TOTAL DUE IS REFLECTED AS A "CREDIT" (CR).' TOTAL TAX CREDZT 43,553.13 BALANCE OF TAX DUE .00 ZNTEREST AND PEN. .00 TOTAL DUE .00 YOU NAY BE DUE A REFUND, SEE REVERSE STDE OF THTS FORN FOR TNSTRUCTTONS. PAYNENT: Detach the top portion of this Notice and submit with your payment made payable to the name and address printed on the reverse side. -- Zf RESIDENT DECEDENT make check or money order payable to: REGISTER OF NILLS, AGENT. -- Tf NON-RESIDENT DECEDENT make check or money order payable to: COHNONtfEALTH OF PENNSYLVANIA. REFUND (CA): A refund of a tax credit, Nhich Nas not requested on the Tax Return, may be requested by completing an 'Application for Refund of Pennsylvania Inheritance and Estate Tax" (REV-1313). Applications ara available at the Office of the Register of Hills, any of the 13 Revenue District Offices or from the Department's Iq-hour answering service for fores ordering: 1-800-$6Z-Z050; services for taxpayers ~ith special hearing end / or speaking needs: 1-EO0-q~7-SOZO (TT only). REPLY TO: Questions regarding errors contained an this notice should be addressed to: PA Department of Revenue, Bureau of [ndJvidua! Taxes, ATTN: Post Assessment Review Unit, Dept. 180601, Harrisburg, PA 17118-0601, phone (717) 787-6S05. DZSCOUNT: Zf any tax due Js paid within three (3) calendar months after the decedent's death, a five percent (SI) discount of the tax paid is allowed. PENALTY: The 15Z tax amnesty non-participation penalty is computed on the total of tho tax and interest assessed, and not paid before January 18, 1996, the first day after the end of the tax amnesty period. INTEREST: Interest is charged beginning eith first day of delinquency, or nine (9) months and one (1) day from tho date of death, to the date of payment. Taxes which became delinquent before January 1, 1981 bear interest at the rate of six (6X) percent per annum calculated at a daily rate of .00016~. AIl taxes which became delinquent on and after January 1, 1981 Nill bear interest at a rate ~hich Nil1 vary from calendar year to calendar year with that rate announced by the PA Department of Revenue. The applicable interest rates for 1982 through ZOOZ are: Year Interest Rate Daily Interest Factor Year Interest Rate Daily Interest Factor 1982 201 .0005q8 1992 9Z .O00Zq7 1983 161 .0004~8 1995-1994 71 .O00ZeZ 1984 112 .OOO~Ol 1995-1998 9X .000247 1985 13g .000556 1999 ?X .DO0191 1986 XOZ .O00ZTq ZOO0 8~ .000119 1987 9Z .OOOZq7 2001 9Z .0002q7 1988-1991 llZ .000301 ZOO2 61 .00016~ --Interest is calculated as follows: INTEREST = BALANCE OF TAX UNPAID X NUHBER OF DAYS DELINQUENT X DAILY INTEREST FACTOR --Any Notice issued after the tax becomes delinquent will reflect an interest calculation to fifteen (15) days beyond the date of the assessment. Tf payment is made after the interest computation date shown on tho Notice, additional interest must be caIculated. BUREAU OF TNDTVZDUAL TAXES TNHERTTANCE TAX DTVTSZON DEPT. 280601 HARRISBURG, PA 17128-0601 COMMONWEALTH OF PENNSYLVANZA DEPARTMENT OF REVENUE NOT!CE OF DETERMINATION AND ASSESSMENT OF PENNSYLVANIA ESTATE TAX BASED ON FEDERAL CLOSING LETTER ~e~5~ . -.~ ESTATE OF 'O3 PHYLLIS SALTZMAN 2065 UNIVERSITY ST EUGENE OR 06-0~-Z005 ENGLE DATE OF DEATH 12-15-2000 FZLE NUMBER Z! 02-0515 JUN -2 13UNTY CUMBERLAND ACN 202 Amoun~ Remi~:~:ed REV-7S6 EX AFP COl-0:~) KATHRYN W HAKE CHECK PAYABLE AND REMZT PAYMENT TO: REGISTER OF WILLS CUMBERLAND CO COURT HOUSE CARLISLE, PA 17015 NOTE: To insure proper credi~ ~o your accoun)c, submi{ ~he upper portion of ~chis fore wi~h your ~ax payment. CUT ALONG THIS LINE ~ RETAIN LOWER PORTION FOR YOUR FILES ~ REV-736 EX AFP (01-02) #- NOTICE OF DETERMZNATZON AND ASSESSMENT OF PENNSYLVANZA ESTATE TAX BASED ON FEDERAL CLOSZNG LETTER .~ ESTATE OF ENGLE KATHRYN W FILE NO.21 02-05!$ ACN Z0Z DATE 06-05-2003 ESTATE TAX DETERMINATION 1. Credit For State Death Taxes as Verified 1,155.00 2. Pennsy!vania Inheritance Tax Assessed (Exc!uding Discount and/or Interest) q3,553.!$ .00 Inheritance Tax Assessed by Other States or Territories of the Un/ted States (Exc!udlng Discount and/or Interest) q. Total Inheritance Tax Assessed q3z553.13 5. Pennsylvania Estate Tax Due .00 .00 .00 6. Amount of Pennsylvania Estate Tax Previous!y Assessed Based on Federa! Estate Tax Return 7. Addltional Pennsylvania Estate Tax Due TAX CREDITS PAYMENT DATE RECEIPT NUMBER DISCOUNT (+) INTEREST/PEN PAID (-) AMOUNT PAID TOTAL TAX CREDIT BALANCE OF TAX DUEI INTEREST AND PEN. TOTAL DUE .00 .00 .00 .00 ~ZF PAID AFTER THIS DATE, SEE REVERSE SIDE (ZF TOTAL DUE ZS LESS THAN $1, NO PAYMENT ZS REQUIRED FOR CALCULATZON OF ADDZTZONAL ZNTEREST. ZF TOTAL DUE ZS REFLECTED AS A "CREDIT" (CR), YOU MAY BE DUE A REFUND. SEE REVERSE SZDE OF THZS FORH FOR ZNSTRUCTZONS.) PURPOSE OF NOTICE: PAYNENT: To fulfill the requirements of Section 2140 of the Inheritance and Estate Tax Act, Act Z$ of ZOO0. (72 P.S. Section 9140). Detach the top portion of this Notice and submit with your payment to the Register of Hills printed on the -- Hake check or money order payable to: REGISTER OF HILLS, AGENT. REFUND (CR): OBJECTIONS: ADHIN- ISTRATIVE CORRECTIONS: PENALTY: INTEREST: A refund of a tax credit may be requested by completing an "Application for Refund of Pennsylvania Inheritance and Estate Tax" (REV-1315). Applications ara available at the Office of the Register of Hills, any of tho Z$ Revenue District Offices ar from the Department's Z4-hour answering service for forms ordering: 1-800-362-2050; services for taxpayers aJth special hearing and/or speaking needs: 1-800-447-30Z0 (TT only). Any party in interest not satisfied with the assessment of tax as shown on this notice may object aithin sixty (60) days of receipt of this Notice by: --written protest to the PA Department of Revenue, Board of Appeals, Dept. 281021, Harrisburg, PA 17128-10Z1, --electing to have tho matter determined at audit of the personal representative, OR --appeal to the Orphans" Court OR Factual errors discovered on this assessment should be addressed in writing to: PA Department of Revenue, Bureau of Individual Taxes, ATTN: Post Assessment Review Unit, Dept. Z80601, Harrisburg, PA 17128-0601, Phone (717) 787-650S. Sea page 5 of the booklet "Instructions for Inheritance Tax Return for a Resident Decedent" (REV-15013 far an explanation of administratively correctable errors. The 1SI tax amnesty non-participation penalty is computed on the total of the tax and interest assessed, and not paid before January 18, 1996, the first day after the and of the tax amnesty period. This non-participation penalty is appealable in the same manner and in the the same tiaa period as you would appeal the tax and interest that has been assessed as indicated on this notice. Additional Pennsylvania Estate Tax assessed as a result of a change on the Federal Estate Tax closing latter becomes delinquent at the expiration of one (1) month from the data the final notice of the increase in Federal Estate Tax is received. Taxes which became delinquent before January 1, 198Z bear interest at the rate of six (6g) percent par annum calculated at a daily rate of .000164. All taxes which became delinquent on or after January 1, 198Z will bear interest at a rate which will vary free calendar year to calendar year with that rate announced by the PA Department of Revenue. The applicable interest rates for 198Z through ZOOZ are: Year Interest Rate Daily Interest Factor Year Interest Rate Daily Interest Factor X98Z ZOZ .000548 1992 9Z .000247 1983 16Z .000458 1993-1994 7X .OOOlgZ 1984 llZ .000501 1995-1998 92 .000247 1985 lSX .000356 1999 7Z .O0019Z 1986 IOZ .000274 ZOO0 8Z .000219 1987 9Z .000247 ZOO1 9Z .000247 1988-1991 llZ .000501 ZOOZ 62 .000164 --Interest is calculated as follows: INTEREST = BALANCE OF TAX UNPAID X NUNBER OF DAYS DELIN&~UEHT X DAILY INTEREST FACTOR --Any Notice issued after the tax becomes delinquent will reflect an interest calculation to fifteen (15) days beyond the dote cf the assessment. If payment is made after tho interest computation date shown on the Notice, additional interest must be calculated. REV-lO49 AD+ {2-94) TO: INTER-OFFICE MEMO