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HomeMy WebLinkAbout12-16-13 1505610148 REV-9500 EX(01-10) OFFICIAL USE ONLY PA a Indnt of Revenue County Code Year File Number Bureau of of Individual Taxes PO BOX 280601 INHERITANCE TAX RETURN 21 10 01037 Harrisburg,PA 17128-0601 RESIDENT DECEDENT ENTER DECEDENT INFORMATION BELOW Social Security Number Date of Death MMDDYYYY Date of Birth MMDDYYYY 09162010 04171938 Decedent's Last Name Suffix Decedent's First Name MI BURCH, JR ERNEST S (if Applicable) Enter Surviving Spouse's Information Below Spouse's Last Name Suffix Spouse's First Name MI BURCH DEANNE M Spouse's Social Security Number THIS RETURN MUST BE FILED IN DUPLICATE WITH THE REGISTER OF WILLS FILL IN APPROPRIATE BOXES BELOW 1. Original Return ❑ 2. Supplemental Return ❑ 3. Remainder Return(date of death �F�II prior to 12.13-82) L2S.1 4. Limited Estate ® 4a. Future Interest Compromise(date of ❑ 5. Federal Estate Tax Return Required F� death after 12-12-82) FX1 6. Decedent Died Testate 0 7. Decedent Maintained a Living Trust 8. Total Number of Safe Deposit Boxes (Attach Copy of Will) (Attach Copy of Trust) ❑ 9. Litigation Proceeds Received ❑ 10. Spousal Poverty Credit(date of death ® 11. Election to tax under Sec.9113(A) between 12-31-91 and 1-1-95) (Attach Sch.O) CORRESPONDENT- THIS SECTION MUST BE COMPLETED.ALL CORRESPONDENCE AND CONFIDENTIAL TAX INFORMATION SHOULD BE DIRECTED TO: Name Daytime Telephone Number CHARLES G TARBERT 412-762-3780 REGISTER OF WILLS USE ONLY First line of address PNC BANK, N-A- m Second line of address F-i rn co 620 LIBERTY AVE FL10 f C> o City or Post Office State ZIP Cale -" ' MEd .'M J C PITTSBURGH PA 152222705 co cs rn -n Correspondent's e-mail address: CHARLES.TARBERT@PNC- COM _ Under penalties of perjury, I declare that 1 have examined this return,including accompanying schedules and statements,and to the best of my knowledge and belief, it Is true,correct and complete.Declaration of preparer other than the personal represen w is based on all information of which preparer has any knowledge. SIGNATURE OF PERSON RESPONSIBLE FOR FILING RETURN DATE PNC BANK, N . A . BY ADDRESS 620 LIBERTY AVENUE 10TH FLOOR PITTSBURGH, PA 15222-2705 SIGNATURE OF PREPARER OTHER THAN REPRESENTATIVE DATE ADDRESS PLEASE USE ORIGINAL FORM ONLY Side 1 1505610148 9M46a74000 1505610148 Y " J 1505610248 REV-1500 EX Decedent's Name R Ll R C H R FRN eT RECAPITULATION 1. Real Estate(Schedule A) . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1 0 .00 2. Stocks and Bonds(Schedule B). . . . . . . . . . . . . . . . . . . . . . . . . 2 21,375 - 00 3. Closely Held Corporation, Partnership or Sole-Proprietorship(Schedule C). , , , , 3 0 00 4. Mortgages and Notes Receivable(Schedule D) , , , . . . . . . . , 4 0.00 5. Cash, Bank Deposits and Miscellaneous Personal Property(Schedule E) , , . , , 5. 94A74 374 • 92 6. Jointly Owned Property(Schedule F) ❑ Separate Billing Requested . . . _ g 0 • 00 7. Inter-Vivos Transfers S Miscellaneous Non-Probate Property (Schedule G) 7 Separate Billing Requested . . . . 7. 6,538,104 • 54 B. Total Gross Assets(total Lines 1 through 7) , , , , , , , , , , , , , , , , , , 8 61653,854 • 46 9. Funeral Expenses and Administrative Costs(Schedule H), , , , , , , , , , , , , ,9 340,667 . 53 10. Debts of Decedent, Mortgage Liabilities,and Liens(Schedule 1) , , . . . . . . .-10 28,441 • 38 11. Total Deductions(total Lines 9 and 10). . . . . . . . . . . . . . . . . . . . 11. 369,108 • 91 12. Net Value of Estate(Line 8 minus Line 11) . . . . . . . . . . . . . 12 6,284 ,745. 55 13. Charitable and Governmental Bequests/Sec 9113 Trusts for which an election to tax has not been made(Schedule J). . . . . . . . . . . . . . . . 13 15,665- 00 14. Net Value Subject to Tax(Line 12 minus Line 13) . 14. 61269,080 - 55 TAX COMPUTATION -SEE INSTRUCTIONS FOR APPLICABLE RATES 15. Amount of Line 14 taxable at the spousal tax rate,or transfers un�er Sec.9116 (a)(1.2)x.o- 1,730,487 . 57 15. 0 . 00 16. Amount of Line 14 xable at lineal ratex.o 4 4 ,4781592 . 98 16. 201,536 . 68 17. Amount of Line 14 taxable at sibling rate X.12 0 . 00 17. 0 . 00 18. Amount of Line 14 taxable at collateral rate X.15 60,0 00 . 0 0 18. 91000 - 00 19. TAX DUE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19. 210,536 . 68 20. FILL IN THE BOX IF YOU ARE REQUESTING A REFUND OF AN OVERPAYMENT X❑ Side 2 1505610248 1505610248 9M464e 4.co0 REV-1500 EX Page 3 File Number Decedent's Complete Address: 21 10 01037 DECEDENTS NAME - BURCH, JR ERNEST S STREET ADDRESS r CUMBERLAND CITY STATE 7JP CAMP HILL PA 70 Tax Payments and Credits: 1. Tax Due(Page 2,line 19) (1) 210,536 . 68 2. Credits/Payments A.Prior Payments 217,500 - 00 B. Discount 0 . 00 Total Credits(A B) (2) 2171500 . 00 3. Interest (3) 0. 00 4. If Line 2 is greater than Line 1 +Line 3,enter the difference.This is the OVERPAYMENT. Fill in box on Page 2, Line 20 to request a refund. (4) 6,963 - 32 5. If Line 1 +Line 3 is greater than Line 2,enter the difference.This is the TAX DUE. (5) 0 .00 Make check payable to: REGISTER OF WILLS, AGENT. PLEASE ANSWER THE FOLLOWING QUESTIONS BY PLACING AN "V IN THE APPROPRIATE BLOCKS 1. Did decedent make a transfer and: Yes No a.retain the use or income of the property transferred: . . . . . . . . . . . . . . . . . . . . . . . . ® ❑ b,retain the right to designate who shall use the property transferred or its income; . . . . . . . . . c. retain a reversionary interest;or . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . d. receive the promise for life of either payments,benefits or care?. . . . . . . . . . . . . . . . . . 2. If death occurred after Dec. 12, 1982,did decedent transfer property within one year of death without receiving adequate consideration? . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3. Did decedent own an"in trust for"or payable-upon-death bank account or security at his or her death? . 4. Did decedent own an individual retirement account,annuity, or other non-probate property,which ❑ contains a beneficiary designation? . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . IF THE ANSWER TO ANY OF THE ABOVE QUESTIONS IS YES, YOU MUST COMPLETE SCHEDULE G AND FILE IT AS PART OF THE RETURN. For dates of death on or after July 1,1994, and before Jan, 1, 1995,the tax rate imposed on the net value of transfers to or fm the use of the surviving spouse is 3 percent[72 P.S.§9116(a)(1.1)(1)). For dates of death on or after Jan. 1, 1995, the tax rate imposed on the net value of transfers to or for the use of the surviving spouse is 0 percent 172 P.S. §9116 (a)(1.1)(ii)).The statute does not exempt a transfer to a surviving spouse from tax,and the statutory requirements for disclosure of assets and filing a tax return are still applicable even if the surviving spouse is the only beneficiary. For dates of death on or after July 1,2000: • The tax rate imposed on the net value of transfers from a deceased child 21 years of age or younger at death to or for the use of a natural parent, an adoptive parent or a stepparent of the child is 0 percent[72 P.S.§9116(a)(1.2)]. • The tax rate imposed on the net value of transfers to or for the use of the decedent's lineal beneficiaries is 4.5 percent, except as noted in 72 P.S.§9116(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 percent[72 P.S.§9116(a)(1.3)].A sibling is defined,under Section 9102,as an individual who has at least one parent in common with the decedent,whether by blood or adoption. 9M+671 2.000 REV-1593 EX t(F98) SCHEDULE B COMMONWEALTH OF PENNSYLVANIA STOCKS $ BONDS INHERITANCE TAX RETURN RESIDENT DECEDENT ESTATE OF FILE NUMBER ERNEST S. BURCH, JR 21 10 01037 All property jointly-owned with right of survivorship must be disclosed on Schedule F. ITEM VALUE AT DATE NUMBER DESCRIPT10N OF DEATH 1. Seven Trees, Inc Non-profit Private Foundation 3 Shares Capital Stock / Fully Paid and Nonassessable Asset has no value - reported for information purposes only. Bequeathed to spouse, Deanne M Burch 0.00 2 The Beaumaris Land Co. , Ltd 855 Shares Incorporated in Ontario, Canada for the sole purpose of acquiring and holding property for use in the recreational activities of the Beaumaris Yacht Club. Total shares of stock outstanding, 22,732. Net assets amount to $459,856 as of 10/31/2009. Outstanding company offer of $25 per share for stock of deceased shareholders. Bequeathed to spouse, Deanne M Burch. 21,375.00 TOTAL (Also enter on line 2,Recapitulation) $ 21,375.00 3W4696 1 000 (If more space is needed,insert additional sheets of the same sire) REV-1508 EX+(F98) SCHEDULE E COMMONWEALTH OF PENNSYLVANIA CASH, BANK DEPOSITS, & MISC. INHERITANCE TAX RETURN RESIDENT DECEDENT PERSONAL PROPERTY ESTATE OF FILE NUMBER ERNEST S. BURCH, JR 21 1001037 Include the proceeds of litigation and the date the proceeds were received by the estate. All property jointlyawned with the right of survivorship must be disclosed on Schedule F. ITEM VALUE AT DATE NUMBER DESCRIPTION OF DEATH 1 2004 Ford Taurus 4D SE Wagon Value based on NADA average trade-in price Bequeathed to spouse, Deanne M Burch 2,225.00 2 One miscellaneous lot of Guns per attached appraisal by Classic Firearms, Inc Bequeathed to spouse, Deanne M Burch 190.00 3 One miscellaneous lot of Tangible Personal Effects of Ernest S. Burch, Jr. per attached appraisal by Cordier Antiques & Fine Art Bequeathed in part to three charitable organizations ($15,665)with the balance bequeathed to the spouse, Deanne M Burch ($14,105) . 29,770.00 4 Graystone Bank Checking Account No 1710000884 10,475.06 Interest accrued to 9/16/2010 0.14 5 Graystone Bank Checking Account No. 1710001858 1,153.88 Interest accrued to 9/16/2010 0.09 6 Graystone Bank Checking Account No. 1710000595 1,854.39 Interest accrued to 9/16/2010 0.06 7 Graystone Bank Checking Account No 1710000892 16,988.86 Interest accrued to 9/16/2010 0.05 8 Graystone Bank Checking Account No. 1710000587 19,594.37 Interest accrued to 9/16/2010 0.05 9 Graystone Bank Checking Account No. 1710000876 1,767.35 Total from continuation schedules . . . . . . . 10,355.62 TOTAL Also enter on line 5 Recapitulation) $ 94,374.92 3W45AD 1.000 (If more space is needed,insert additional sheets of the same size) Estate of: ERNEST S. BURCH, JR - 21 10 01037 Schedule E (Page 2) Item Value at Date No. Description of Death 10 Scotiabank Powerchequing Account Acct No. 80192 03280 22 CLOSING BALANCE 2,102.27 11 Chase Card Services Refund of credit balance 733.60 12 Discovery Hearing Aid Co-op, Inc - Refund from hearing aid warranty 4.62 13 The F.A. Bartlett Tree Expert Co - Refund for overpayment on account 272.40 14 West Shore Tax Bureau Refund from West Shore Tax Bureau for local 2009 individual income tax 402.19 15 ' Erie Insurance Group Premium refund Policy Q54 1408013H Homeowners 162.00 16 State of Nebraska Royalty-Univ of Nebraska Press Annual 7/1/10-6/30/11 for Contract #NO686 80321346-Allliance and Conflict 67.52 17 West Shore Tax Bureau 2010 Local Income Tax Refund 227.50 18 Huntington National Bank Settlement re foreign transactions fees or surcharges 856.52 19 United States Treasury 2010 Federal income tax refund 5,127.00 20 Astrazeneca Consumer settlement 400.00 Total (Carry forward to main schedule) 10,355.62 REV-1510 EX.(08-09) SCHEDULE G pennsylvania DEPARTMENTOF REVENUE INTER-VIVOS TRANSFERS AND INHERITANCE TAX RETURN MISC. NON-PROBATE PROPERTY RESIDENT DECEDENT ESTATE OF FILE NUMBER ERNEST S. BURCB, JR 21 1001037 This schedule must be completed and filed if the answer to any of questions 1 through 4 on page three of the REV-1500 is yes. DESCRIPTION OF PROPERTY ITEM IrCUCE Tre NLNE Of`rHE ANSFEREE,rues REIATIDNSMF TO DECEDENT AND DATE OF DEATH %OF DECUS EXCLUSION TAXABLE NUMBE TEDAMOFTRPKSER ATTACUAmw Or mE DEED FOR Rru ESTATE. VALUE OF ASSET INTEREST IF APPUCABI.E VALUE 1 Ernest S. Burch, Jr. , Trustee U/A of Ernest S. Burch, Jr. , Grantor dated 2/16/2004. Assets on hand as of date of death per attached Estate Valuations: $1,907,238.64 (Gabelli Acct. #1917-1790 and $4,558,909.42 (PNC Bank Acct. #55-75-055-9412971) 6,466,148.06 100.0000 0.00 6,466,148.06 2 Ernest S. Burch, Jr. , Trustee U/A of Ernest S. Burch, Jr. , Grantor dated 2/16/2004. Gabelli Acct. No. 1917-1790: Gabelli US Treasury Money Mkt Rind $47,002.93 plus Cash on hand $2,676.50 49,679.43 100.0000 0.00 49,679.43 3 Ernest S. Burch, Jr. , Trustee U/A of Ernest S. Burch, Jr. , Grantor dated 2/16/2004: Proceeds due on class action settlement Tyco Intl Ltd deposited to account 9/22/10 787.14 100.0000 0.00 787.14 4 Ernest S. Burch, Jr. Trustee U/A of Ernest S. Burch, Jr. , Grantor dated 2/16/2004: Proceeds due on class action settlement El Paso Corp. deposited to account on 12/2/2010 79.33 100.0000 0.00 79.33 5 Ernest S. Burch, Jr. Trustee U/A of Ernest S. Burch, Jr. , Grantor dated 2/16/2004: Proceeds due on class action settlement Tyco Intl deposited to account on 12/21/2011 16.37 100.0000 0.00 16.37 Total from continuation sched les . . . . 21,394.21 TOTAL(Also enter on line 7,Recapitulation)$ 6,538,104.54 If more space is needed,use additional sheets of paper of the same size. 9 W46AF 2.000 Estate of: ERNEST S. BURCH, JR 21 10 01037 Schedule G (Page 2) Item DOD Value Taxable No. Description of Asset % Interest Exclusion Value 6 Ernest S. Burch, Jr. Trustee U/A of Ernest S. Burch, Jr. , Grantor dated 2/16/2004: Proceeds due on class action settlement Global Crossings Ltd deposited to account on 6/12/2012 25.64 100.0000 0.00 25.64 7 Ernest S. Burch, Jr. Trustee U/A of Ernest S. Burch, Jr. , Grantor dated 2/16/2004: Proceeds due on class action settlement IPO Securities deposited to account on 12/12/2012 (Net of filing fee) 368.57 100.0000 0.00 368.57 8 David Burch, Son Cash gift on 4/30/10, a date within one year of date of death. 6,209.00 100.0000 3,000.00 3,209.00 9 David Burch, Son Cash gift on 5/3/10, a date within one year of date of death 3,791.00 100.0000 0.00 3,791.00 10 Sarah Miller, Daughter Cash gift on 4/30/10, a date within one year of date of death. 6,246.00 100.0000 3,000.00 3,246.00 11 Sarah Miller, Daughter Cash gift on 5/3/10, a date within one year of date of death 3,754.00 100.0000 0.00 3,754.00 12 Karen Burch, Daughter Cash gift on 4/30/10, a date within one year of date of death 6,247.00 100.0000 3,000.00 3,247.00 13 Karen Burch, Daughter Cash gift on 5/3/10, a date within one year of date of death 3,753.00 100.0000 0.00 3,753.00 Total (Carry forward to main schedule) - 21,394.21 ESTATH TAX SECURITIES VALUATION - PAGE NO. 1 ACCOUNT: 9412971 Name-0£ Estate:,BUNCH, ERNEST S SR TRUSTEE DATE OF DLATH: ThR SO V, SepteA eL 16 2010 ITEM CUSIP NO. SHARES/ DESCRIPTION PBICE MIDH/ASH LUR/MID NZAN 3BCaNITY ACCROED COMME 1'S PAR VALUE DATE PRICE PRICE PRICE VALUE DIV/INT 1) OGIOIDI03 6,DCC ADM CORY 09116 2.9700 2.9500 2.960DO 17,760.00 COH 2) 001204106 500 AOL RES INC 09/16 38.0100 37.5300 37.77000 18,805.00 NYSE Coll 3) 013018100 200 ALBERTO CULVER CO NHN 09/16 31.1900 30.7800 30,98500 6,197.00 - NYSE COM 41 031100100 1,500 AMETEK INC NEW 09/16 46.2500 45.7700 46.01000 69,015.00 NYSE COM DIV$0.0600 EX 09/14/2010 PIC 09/16/2010 PAY 09/30/2010 90.00 51 00184X105 45 AOL INC 09/16 23.4300 22.9300 23.18000 1,043.10 NYSE C. 61 0394031D2 700 ARCHER DANIELS IIIDLAND CO 09/16 33.3200 32.2000 32.76000 22,932.00 NYSE COM 73 043632108 300 ASC¢NT MBOXX CORD 09/16 27.7600 26.9200 27.29000 8,187.00 NASDAQ COM SBR A 0) 05329W102 736 AUTONATION INC 09/16 23.5000 23.1900 23.34500 17,181.92 NYSE COM 9) 054303102 1,000 AVON PRODS INC 09/16 31.2600 31.0200 31.14000 31,140.00 NYSE COM 10) 071813109 300 BA'A'HR INTL INC 09/16 45.3100 44.7100 45.01000 13,503.00 NYSE COM DIV 00.2900 EX 09/08/2010 BEC 09/10/2010 PAY 10/01/2010 87.00 11) 126860109 1,078 CAXLEVISION SYS CORP 09/16 26.9800 26.21D0 26.59500 28,669.41 NIBB CL A BY CA8LV3 12) 124857103 350 CBS CORE NEW 09/16 15.4400 14.98D0 15.16000 5,306.00 NYSE M A DIV$0.0500 EX 09/08/2010 SEC 09110/2010 PAY 10/01/2010 17.50 13) 124857202 1,000 CMS CORE NEW 09/16 15.5100 14.86DO 15.18500 15,185.00 NYSE CL M DIV$0.0500 EX 09106/2010 REC 09110/2D10 PAY 10/01/2010 50.00 14) 156700106 600 CENT FOINH INC _ 09/16 38.0800 37.6603 37.87015 22,722.09 =BE COM DIV 00.7250 EX 09/02/2010 MC 09/0712DIO PAY 09/20/2010 435.00 15) 12541M1D2 150 CH ENERGY GROUP INC 09116 42.2200 41.5900 41.90500 6,205.75 =BE COM 16) 163598103 600 CNebeD CORD N¢W 09/16 54.6580 54.0400 54.34500 32,607.00 N¢S¢ COM 17) 17273A109 400 CIRCOR INTL INC 09/16 31.7000 30.9800 31.34000 12,536.00 NYSE COM 18) 191216100 750 COCA-COLA CO 09/16 57.6800 57.2500 57.46500 43,098.75 a SE COM DIV$0.4400 EX 09/13/2030 BEC 09/15/2010 PAY 10/01/2010 330.00 19) 20030N101 364 COMCAST CORY NEW 09/16 18.0300 17.4200 17.72500 6,451.90 SASDA¢ CL A 201 219023108 1,000 CORN PRODS IUM INC 09116 37.9300 37.2500 37.59000 37,590.00 SYSE COM 211 224399105 1,500 CRANE CO 09/16 37.7000 37.0600 37.38000 56,070.00 NYSE COM ESTATE TAX SECTRITIES VALO'ATION PAGE NO, 2 ACCatA7P: 9412971 Name of Estate: BURCH, ERNEST S SA THN9TEE DATE OF VERSE: TAprsday, Se9temDer 16 2010 ITXH CUBIP"NO. SHARE./ DESCRIPTION PRICE HIHX/ASR LOW/X. NEL&H SECURITY ACCRUED COTAR1iT5 PAR VALUE DATE PRICE PRICE PRICE VALUE DN/I" 22) 23636E100 4,500 DANORE 09/16 11.5400 11.4600 11.50000 51,750.00 SPONSORED ADS 23) 253651103 500 DICBOLD INC 09/16 29.7200 29.2600 29.49000 14,745.00 NYSE C. 24) 25490A101 2,064 DIRECITO 09/16 41.3100 40.6100 40.96800 84,541.44 HASDAQ CL A 25) 2547OF104 791 DISCOVERY COIRNNIGTIOND INC 09/16 41.8100 40.8800 41.34500 32,703.90 NASDRq CL A Cam 26) 25470F302 791 DISCOVERY CQUHMSICRTZONS INC 09/15 37.2800 36.1500 36.71500 29,041.57 NASDAQ COX SEA C 27) 25470HOD9 700 DISH NETWORK - 09116 18.7700 18.4900 18.63000 13,041.00 NYgDAQ CL A 20) 2613SE109 500 DR PEPPER SNAPPLE OACW INC 09/16 35.2600 34.75DO 35.25500• 17,627.50 NYSE cam -DIV. EX 09/16/2010 DEC 09/20/2010 PAY 10/08/2010 0.25000 *Added to Neaa Price 29) 292668180 800 ENERNIEER HLDOS LNC 09/16 68.6900 67.3700 68.03000 54,424.00 Was COH 30) 315405100 1,000 FERRO CORP 09/16 12.0300 11.5949 11.81245 11,812.45 NYSE COM 31) 337156209 400 FISHER C01ARARICETION3 INC 09116 18.8000 18.5200 18.66000 7,464.00 tazS CON 32) 34354PIDS 700 MOND. CORP 09/16 104.0300 103.0000 103.51500 72,460.50 "am CDH 33) 361440103 300 GAIN CORD 09/16 29.7900 20.9000 29.34500 8,803.50 NYSE CON DIY $0.2800 EX 09/13/2010 RRC 09/15/2010 PAY 09/30/2010 84.00 34) 367905106 500 OAYLCRO ENTMP CO NEW 09/16 29.5200 28.9100 29.21500 14,607.50 VISE CON 351 368682100 1,500 QENCORP INC 09/15 4.7580 4.6100 4.68400 1,026.00 NIBS, CON 36) 369604103 1,000 GENERAL ELECTRIC CO 09/16 16.3100 16.1100 16.33000• 16,330.00 HYSE COX 'DIV. EX 09/16/2010 REC 09/20/2010 PAY 10/25/2010 0.12000 *Added to Hasa Price 371 370334104 1,000 GENERAL M. INC 09/16 36.7800 36.5100 36.64500 36,645.00 NYSE CON 39) 372460105 950 GF.I . PARTS Co, 09/16 43.6500 43.0100 43.33000 41,163.50 NYSE CON DN$0.4100 EX 09/08/2010 RAC 09/10/2010 PAY 10/01/2010 309.50 39) 3731301DO 1,000 GERBER SCIENTIFIC INC 09/16 6.1900 5.7700 5.98000 5,980.00 NYSE CON 40) 384313102 500 GRAFTECX SETL LTD 09/16 15.5900 15.1800 15.38500 7,692.50 RISE .. CON 41) 398433102 1,000 GRIEP@1 CORD 09/16 12.2680 11.7300 11.99500 11,995.00 NYSE CON 42) 40049T06 1,000 GRUPO TRLEVISA SA pE CV 09/16 19.4000 18.8700 19.13500 19,135.00 NYSE SP ADR MP ORD 433 36227X106 424 ass SYS me 09/15 3.6100 3.5000 3.55500 1,507.32 sNXX CON ESTATB TAX SECURITIES VALUATION PAGE NO. 3- ACCOUNT: 94129"11 Nave Of Estat.: BURGH, HOMIEST S SR TRUSTEE DATE OF DEATH: ThBI UY, SOpty r 16 2010 I= ..IF NO. SHARES/ DESCRIPTION PRICE HIGH/ASK LOW/BID MEM SECURITY ACCRUED CO0SM". PAR VALUE DATE PRIC. PRICE PRICE VALUE DN/INT 44) 423014103 400 HEINE H S co 09116 47.5000 47.1200 47.31000 18,924.00 UIBE COM 45) 438516106 1,000 HONEY9SLI, INS6 INC 09/16 43.8600 43.3100 43.58500 43,505.00 MISS Cm 46) 404303109 160 HSN INC 09/16 30.4600 29.0500 29.75500 4,760.80 NASDAQ COM 47) 44919P508 400 IAC INTEBACTIVECORP 09/16 26.3500 26.04D0 26.19500 10,470.00 BA3DAQ COM UEW 40) 458786300 1,000 INTERMEC INC 09/16 11.8700 11.2500 11.56000 11,560.00 NIEE COM 49) 46113MOO 160 IIRERVAL LEISURE GROUP INC 09/16 13.6600 13.2000 13.47000 2,155.20 NASDAQ COM 59) 5007SM04 1,000 HRAST FOODS Inc 09/16 31.5800 31.2500 31.415D0 31,415.00 BYSE CL A 51) 05337D107 4,000 LAD.... PLC 09/13 2.1500 2.15.00 SHS 09/28 2.1300 2.13000 2.14455 5,578.20 52) 524901105 1,000 LEG. MASON INC 09/16 29.6800 29.2400 29.46000 29,460.00 NYSE COM 53) 5307134108 106 LIBERTY MEDIA CORP NKW 09/16 63.0700 61.3500 62.21000 6,594.26 Nmfis Q LIS Sam Cm A 54) 53073M1D4 208 LIBERTY kSDIA CORP NEW 09/16 12:7100 12.3600 12.53500 2,607.28 NASDAQ EPl CM SER A 55) 5307101302 41 LIBERTY MEDIA HLDG CORP, 09/16 49.1000 40.1500 48.62500 1,993.63 IASDAQ CAP COM SER A 56) 532774106 500 LIN TV CORP 09/16 4.4600 4.1400 4.30000 2,150.00 NYSE CL A 57) 55826PI00 269 MADISON SQUARE GARDEN CO 09/16 20.6800 19.9600 20.32000 5,466.08 NASDAQ CL A 58) 595626102 1,D00 MISS SPOOF INC 09/16 7.5000 7.1903 7.34515 7,345.15 NYSE COM 59) 596600108 2,000 0D:DDLES"IWTER CO 09116 16.2700 15.9700 16.12000 32,240.00 NASDAQ COM 60) L6308FI10 300 9D:LLICCM IEM CELLULAR S A 09/16 99.5000 90.4900 90.99600 29,698.50 Bias Q 9X3 NEW fill 628464109 1,663 WERE ZBOS INC 89/15 8.0200 7.4700 7.74500 12,979.94 NYSE COM Dry$0.0650 EX 09/01/2010 EEC 09/03/2010 FBI 10/01/2010 106.10 62) 636180101 400 NATIONAL FUEL GAS CO N J 09/16 45.9699 45.3300 45.64995 18,259.90 MSE COM 63) 631132101 1,500 NATIONAL PATENT DEV CORD N8U 09/16 1.3000 1.30000 1,950.00 NA9nl.Q COM 64) 63934E188 500 NA .OAR INTL CORD NEN 09/16 42.6799 41.7000 42.18995 21,094.90 NYSE Cm 65) 652485104 1,664 NEWS CORP 09/16 13.79OO 13.3700 13.57500 22,588.80 NASDAQ CL A DN$0.0750 EY 09/03/201D SEC 09/08/2010 PAY 30/1312010 124.B0 - ESTATH TAX SECOBITIES V UXTION PAGE NO. 4 ACCOUNT: 9412971 Name Of Estate: BUNCH, ERNEST S m TRUSTEE DATE OF DEATH: Th4S6 y, Septe r 16 2010 IT@1 CUSIP NO. SNARES/ DESCRIPTION PAIGE mxGH/ASK LoS/HID HEAR SECURITY ACCNUZD cammENtiS PAR VALUE DATE PRICE PRICE PRICE VALUE DIV/1 T 66) 69525'11D5 1,000 PA. CORD 09/16 32.5600 32.4800 32.52000 32,520.00 SIZE COM 6]) ]]5109200 500 ROGERS COt4BMICATIONS INC 09/16 3].]900 36.1700 36.98000 18,490.00 NYSE d B DIV $➢.3137 EX 09/07/2010 REC 09/09/2010 PAY 10/01/2010 156.85 68) 775711104 2,700 ROLLIN$ INC 09/16 22.0300 21.6100 21.82000 58,914.00 NYSE CON 691 749600106 1,500 RPC INC 09/16 19.7400 19.1500 19.445D0 29,167.50 NYSE CON 70) 803111103 500 L LEE CORP 09116 14.1900 14.0200 14.10500 7,052.50 NYSE COX DP $0.1300 EX 09102/2010 INC 09/07/2DIO PAY 10107/2010 - 55.00 71) 806693107 1,500 6CHIPE NUTRITION INTL INC 09/16 9.4300 9.1500 9.29000 13,935.00 NYSE COX 72) 811065101 400 SCRIPPS NETWORES INTERACT IN 09/16 45.5800 44.9700 45.27500 18,110.00 NYSR CL A CUN 73) 51725T10O 500 SENSIENT TArNNOLOGIES CORP 09/16 29.8299 29.2800 29.55495 14,]]7.48 NYSE COM 74) 784413106 1,500 5 L INDS INC 09/16 14.2500 13.9000 14.07500 21,112.50 AMLX CON 75) 852061100 1,767 BPRIHT NEXTEL COAP 09/16 4.5980 4.41D0 4149500 7,942.67 RYSE - COH am 1 76) 859158107 750 STERLING RANCOR¢ 09116 8.8900 8.6400 8.76500 6,673.75 NYSE CON DIV$D.0900 EE 09/13/2010 RAC 09/1512DIO PAY 09/30/2010 67.50 771 879433860 300 TELEPHONE 6 DATA SYS INC 09/16 26.9900 26.6800 26.83500 8,050.50 NYSE SPL CCH DIV$0.1125 EX 09/14/2010 SEC 09/16/2010 PAY 09/30/2010 33.75 78) 879433100 30C TELEPHONE 6 DATA HYS INC 09/16 31.4500 30.9500 31.20000 9,360.00 RISE C. DIV $0.1125 EX 09/14/2010 REC 09/16/2010 PAY 09/30/2010 33.75 ]9) 864315102 Dec TH@ G BETTS CORP 09/16 41.5500 40.7300 41.14000 32,912.00 NYSE COM SO) 887317303 500 wt` WARNER INC 09/16 31.1000 31.2400 31.47000 15,735.00 NYSE COM 811 994650100 1,500 TR®. CORD 09/16 18.2700 17.9400 18.14500• 27,217.50 NYSE COM .DIV. EX 09/15/2010 REC 89/17/2010 PAY 10/01/2010 0.O4OD0 *I d to Heal Price 82) 8946]510] 26 TREE Ca� INC 09/16 7.0300 6.9000 6.96500 181.09 NASDAQ COM 83) H89128104 300 TYCO RTTEANR3:1 R LTD 09/16 39.1900 38.8200 39.00500 11,701.50 NYSE .HS 841 911694108 500 UNITED STATES CELLVL.IR Cam 09/16 45.0400 44.2700 44.65500 22,327.50 NYSE C. 85) 92553PI02 65O VIACOM INC NEW 09/16 39.0500 38.3900 38.12000 25,168.00 NYSE d A DIV$0.1500 Ex 08/27/2010 R8C 08/31/2010 PAY 10101/2010 97.50 ' ESTATE TAX SECURITIES V UATION PAGE NO. 5 ACCOUNT; 9412971 Nave of Estate: BU9CH, ENNEST S XR TEUSTE.E - paTE OF DEATH: Thursday, September 16 2010 ITEM CUSIP NO. SNANSS/ DESCRIPTION PEICS HIOR/ASK LOW/BID l4.LN SECURITY ACCRUED COI9fF.NP. PAR VALUE DATE PRICE PEI¢ PRICE VALUE DN/. 06) 9410CL109 900 HA.9TE M INC DEL 09/16 34.6400 34.3600 34.50000 31,050.00 NYSE C. DIV$0.3150 EE 09/02/2010 NEC 09/07/2810 PAY 09/24/2010 283.50 07) 942749102 1,500 WATTS 4ASP R TECHNOLOGIES INC O9/16 32.8100 31.8100 32.31000 49,465:00 - HYSE CL A 88) 957097100 1,500 WaTAR ENERNY INC 09/16 23.9980 23.7000 23.84500 35,767.50 HYSE CON DIV$0.3100 EY 09/07/2010 EEC 09/09/2010 PAY 10/01/2010 465.00 09) 978097103 500 VOLVERIItE WORLD WIDE INC 09/16 28.0500 27.4800 27.76500 13,882.50 NISE COM 90) 980745103 600 WOODWAI¢l IHC 09/16 29.7900 28.9400 29.36500 17,619.00 HA.9DAg COH 91) 909448100 1,000 ZEP INC 09/16 17.8700 17.4300 17.65000 17,650.00 PYSE Cm Grand Totals 1,904,329.89 2,908.75 Total Principal plus ACCrued interest and dividends 1,907,238.64 This report Naa prepared using APPRAISE Ver. 7.4.1 software, an EVALUATION SERVICES, INC. product. Phone 201 784 8500. Visit our weh sites at WWW.APP[UISENS.COM and WNW.MSTE ",INTO. PNC Trust Ta% Cleveland ESTATE TAX BECUEITIES VALUATION PAGE NO. 1 ACCOUNT: 9412971 Name of Estate: BURCE, ERNEST S OR TRUSTEE DATE OF DEATH: Thursday, September 16 2010 ITEM CUSIP NO. SNARES/ DESCRIPTION PRICE HIGH/ASK LOW/BID MEAN SECURITY ACCRUED CO2E4ENTS PAR VANE DATE PRICE PRICE PRICE VALUE SWINT 1 00206F102 1,500 AT&T INC 09/16 28.1600 27.8000 27.98000 91,970.00 NYSE cam 2) 002824100 900 ABBOTT LASS 09116 51.7800 51.0000 51.39000 41,112.DD NYSE COM 3) 007865108 750 AEROPOSTALE 09/16 23.1600 22.700D 22.93000 1],19].50 NYSE COM 4) 011415LL8 100,000 ALAMO TEX CMNTY COLLEGE DIST 09/16 114.9620 114.6860 114.82400 114,824.00 NASDAQ IT U7/15/2007 4.50D9 OB/15/2017 Iut. From: 08/15/2010 to 09/16/2010 400.00 5) 039483102 1,500 ARCHER DANIELS MIDLAND CO 09116 33.3200 32.2000 32.76000 49,14D.00 NYSE COM 6) 085]89105 700 BERRY PETE CO 09116 30.22DO 29.4400 29.83OD0 20,881.00 NYSE CL A DIV $0.0750 EX D9/CB/2D10 REC D9/30/2010 PAY 09/29/2010 52.50 7) OS253CB19 24,613.0780 HLACRROCK MUN ED FD MC 09116 10.2000 10.20000 251,053.40 MUT FUND S-T NON INSTL 8) 110122108 2,500 BRISTOL-MYERS SQUIBB CO D9/16 27.150D 26.8500 27.00000 67,500.00 NYSE COM 9) 126408103 1,200 CSE CORD 09/16 55.2900 54.320D 54.80500 651]66.00 NYSE COM 10) 150870103 1,200 CELANESE CORP DEL 09116 32.3100 31.2400 31.]]500 38,130.00 NYSE COM SEE A 11) 151020104 700 CELGENE CORP 09/16 55.1100 54.4600 54.78500 38,349.50 NASDAQ COM 12) 171232101 1,000 CHU38 CORP 09/16 57.6000 56.9700 5].655OD+ 57,655.00 NYSE COM -DIV. EX 09/15/2010 AEC 09/17/2010 PAY 10/05/2010 0.37000 ;Added to Mean Frice 13) 172758102 3,000 CISCO SYS INC 09/16 21.9600 21.52o0 21.74000 65,220.00 NASDAQ cam 14) 191216100 1,000 COCA-COLA CO 09/16 57.6800 57.250D 57.46500 57,465.OD NYSE COM DIV $0.4400 EX 09/13/2D1D 8EC 09/15/2010 PAY 10/01/2010 440.DD 15) 192446102 400 COGNIZANT TECHNOLOGY SOLUTIONS D9/16 63.5600 62.9500 63.255DO 25,3D2.00 NASDAQ CL A 16) 194162103 1,000 coLGATE PALMOLIVE to 09116 76.5800 ]5.]500 76.16500 76,165.00 NYSE cam 17) 208250104 1,000 CONOCOPH".IFS 09116 55.8700 55.0900 55.48000 55,480.00 NYSE COM 18) 219350105 400 CORNING INC 09116 17.2200 16.8900 17.05500 6,022.00 NYSE COM Div $0.0500 EX 09/26/201D REC 08/30/2010 PAY 09/30/2010 20.00 19) 252710102 400 DIAMOND OFFSHORE DRILLING INC 09116 62.4500 61.OB00 61.76500 24,706.00 NYSE COM 20) 25746U1O9 2,000 DOMINION RES INC VA NEW 09/16 44.11DO 42.9500 43.53000 87,060.00 NYSE cm DIV $0.4575 EX 08/25/2010 REC 08/27/2010 PAY 09/20/2010 915.00 21) 263534109 1,500 DU PONT E I DE NEMOURS b CO 09/16 43.4600 42.8300 43.14500 64,]1].50 NYSE COM BBC T=St Tax Cleveland ESTATE TAX SECURITIES VALNATION PAGE NO. 2 ACCOUNT: 9412971 Name OF E6tate: BURCH, ERNEST S JR TRUSTEE DATE OF DEATH: Thursday, September 16 2010 ITEM CUSIP NO. SHARES/ DESCRIPTION PRICE HIGH/ASX LOW/BID MEAN SECURITY ACCRUED COMMENTS PAR VALUE DATE PRICE PRICE PRICE VALUE DIV/INT ____ _________ ________________ _______________ ____ _____ __________ __________ ______ ______ __________ 22) 264410105 1,000 DUXE ENERGY CORP NEW 09116 17.7200 17.5100 17.61500 17,615.00 NYSE COM 23) 3016=101 1,DOD rXELON CORD 09/16 42.2700 41.89DD 42.D8000 42,DBO.DD NYSE COM 24) 31429X106 600 FEDEX CORE 09/16 84.0000 81.8000 82.90000 49,740.00 NYSE COW DIV $0.1200 EX 09/O8/2D10 REC 09/10/2010 PAY 10/01/2010 72.00 25) 31942DICI 1,000 FIRST CASH FlHL SVCS INC D9/16 25.9700 25.49D0 25.73000 25,730.00 NASDAQ CON 26) 373394DN3 20D,000 GEORGIA ST 09/16 121.2120 121.21200 242,424.00 NASDAQ IT 08/01/2007 5.0001 09/01/2019 Int. From: 08/01/2010 to 09/16/2Dlo 1,277.78 27) 458140100 3,000 INTEL CORD D9/16 18.9800 18.580D 18.78000 56,340.00 NASDAQ COM 28) 459200101 500 INTERNATIONAL BUSINESS MaR5 09/16 129.9500 128.8000 129.37500 64,687.50 NYSE COM 29) 464285105 6,000. ISHARES COMER GOLD TA D9/16 12.5000 12.4328 12.46640 74,798.40 PACIFIO EX ISHARES 3O) 478160104 1,000 JOHNSON a JOHNSON 09116 61.3900 60.7600 61.0750D 61,075.00 NYSE CoM 311 478366107 1,000 JOHNSON OTIS INC 09/16 29.1300 28.2000 28.66500 28,665.00 NYSE COM DIV $0.1300 EX 09/08/2010 REC 09/10/2010 PAY 10/04/2010 13D.00 32) 481165308 40D JOY GLOHAL INC 09/16 67.2000 65.83DD 66.51500 26,606.DD NASDAQ COM DIV $0.1750 EX 09/01/2010 REC 09/06/2010 PAY 09/20/2010 70.00 33) 508248AX7 100,000 LAKE CNTY FLA CAP IMFT REV 09/16 106.0460 107.9720 108.00900 108,009.00 NASDAQ IT 05/04/2007 4.2504 06/01/2D14 Iat. From: 06/01/2010 to 09/16/201D 1,251.39 34) 565849106 1,000 MARATHON OIL CORD 09/16 32.0500 31.7500 31.90000 31,900.00 NYSE COM 35) 594918104 1,000 MICROSOFT CORP 09/16 25.3700 25.0500 25.210D0 25,210.00 NASDAQ COM 36) 60636WHJ7 100,000 MISSOURI ST BUYS 6 TRANS COMMN D9/16 113.9300 113.834D 113.88200 113,882.00 NASDAQ DT 08/08/2006 4.250& 05/01/2015 Int. rm=: 05/01/2010 to 09/16/2010 1,605.56 37) 62913FZOI 1,200 NII HLDGS INC 09/16 40.530D 39.4000 39.9550D 47,946.OD NASDAQ CL B NEW 3B) 637071101 700 NATIONAL OILWELS VARCO INC 09/16 41.3100 40.5900 40.95000 28,665.00 HYSE COW DIV $0.1000 EX 09/08/2010 REC 09/10/2010 PAY 09/24/2010 70.00 39) 64711 G6 200,000 NEW MEXICO FIN AUTH REV 09/16 108.9030 108.7920 108.8475D 217,695.OD NASDAQ OT 11/08/2007 4.250& 06/D1/2013 Int. From: 06/01/2010 to 09/16/2010 2,502.78 40) 65339FI01 800 NEXTERA ENERGY INC 09/16 53.9600 53.450D 53.70500 42,964.00 HYSE COM 41) 654106103 800 Mlle, INC 09/16 76.8700 75.9200 76.39500 61,116.00 NYSE CL B DIV $0.2700 EX 09/02/2010 REC 09/D7/2010 PAY 10/01/2010 216.00 PNC Trust Tax Cleveland ESTATE TAX SECURITIES VALUATION PAGE NO. 3 ACCOUNT: 9412971 Name Of Estate: EURCH, ERNEST S OR TRUSTEE DATE OF DEATH: Thursday, September 16 2010 ITEM CUSIP NO, SHARER/ DESCRIPTION PRICE HIGH/ASK LOW/HID MEAN SECURITY ACCRUED COMMMTS FAR VALUE DATE PRICE PRICE PRICE VALUE DN/INT ____ _________ ________________ _____ __________ __________ __________ _____________ ____________ __________ 42) 6698WID9 1,50D NOVARTIS A G D9/16 55.4800 55.0500 55.26500 82,897.50 NYSE SPONSORED ADR 43) 686091109 1,000 O REILLY AUTOMOTIVE INC 09/16 51.7600 51.090D 51.42500 51,425.00 NASDAQ COM 44) 693515637 33,909.0690 WC MS 09/16 10.9300 10.93000 370,626.12 MUT FUND PEN IN7HD MUM I 45) 70914PAR3 100,000 PENNSYLVANIA ST 09/16 113.8170 113.6790 113.74800 113,748.00 NASDAQ DT D6/07/20D7 5.DO04 I1/DS/2023 Int. From: 05/01/2010 to 09/16/2010 1,888.89 46) 70917RTL9 200,000 PENNSYLVANIA ST NIGHER EDL FAC 09/16 116.0161 115,6640 115.9400D 231,880.00 NASDAQ DT 11/12/2008 5.500+ 08/15/2018 Int. ,From: 08/15/2010 to 09/16/2010 977.78 47) 713448108 1,500 PEPSICO INC 09116 66.6600 66.1700 66.41500 99,622.5D MYSE COM DIV $0.4800 EX 09/01/2010 NEC 09/03/2010 PAY 09/30/2010 720.00 48) 716382106 2,000 FxT EXPRESS INC 09/16 17.1500 16.8900 17.02000 34,040.00 NASDAQ COM 49) 7181721D9 800 PHILIP MORRIS II INC D9/16 55.30D0 54.8100 55.OSSOD 44,044.00 NYSE COM 50) 742718109 1,000 PROCTER 6 GA148LF. CO 09116 61.1100 60.6600 6O.SB500 60,885.00 MYSE COM 51) 743606105 1,000 PROSPERITY EANCSHARES INC 09/16 31.3400 31.070D 31.36000+ 31,360.00 [ DAQ COM -DIP. EX 09/15/2010 REC 09/17/2D10 PAY 10/01/2010 0.15500 *Added to Mean Price 52) 747582104 500 QUALITY SYS INC 09/16 61.4900 60.9900 61.54000* 30,770.00 NASDAQ CON -DIV. EX D9/15/2010 REC 09/17/2010 PAY 10/05/2010 0.300DO +Added to Mean Price 53) 74762EI02 I,BDO QUANTA SVCS INC 09116 17.9500 17.6302 17.79010 32,022.18 NYSE COM 54) 790049103 1,000 ST SODS MED INC 09116 37.1800 36.7200 36.95000 36,950.00 MYSE cm 55) 926SS21DI 500 SIGMA ALDRICH CORP 09116 58.82DO 57.4260 58.12300 29,061.50 NASDAQ COM 56) 881624209 700 TEVA PHARMACEUTICAL INDS LTD 09116 54.0900 52.9600 53.52500 37,467.50 NASDAQ ADR 571 B62508104 2,000 TEXAS INSTRS INC 09116 24.9900 24.4500 24.72000 49,440.00 NYSE COM 58) 883556102 1,000 THERMO FISHER SCIENTIFIC INC 09/16 47.2000 46.6700 46.93500 46,935.00 NYSE COM 59) 907818108 900 UNION PAC CORE 09116 79.4700 78.4500 78.96000 71,064.00 NYSE COM DIV $0.33DO EX 08/27/2010 REC OB/31/2010 PAY 10/01/201D 297.00 60) 91324PI02 1,500 UNITED HEALTH GNOUP INC 09116 34.3900 33.9200 34.15500 51,232.50 NYSE COW DIV $0.1250 EX 09/10/2010 MC 09/14/201D PAY 09/28/2010 187.50 61) 918204108 BOD V F CORP 09/16 77.76DO 77.0100 77.38500 61,908.00 NYSE COM DIV $0.6000 F 09/08/2010 AEC 09/10/2010 PAY 09/20/2010 480.00 MC Trust Tax Cleveland ESTATE TAE SECURITIES VALUATION PAGE NO. 4 ACCOUNT: 9412971 Name Of Estate: EURCH, ERNEST S JR TRUSTEE DATE OF DEATH: Thursday, septeabec 16 2010 ITEM CGSIP NO. SNARES/ DESCRIPTION PRICE HIGH/ASR LOW/EID MEAN SECURITY ACCRVED CODA s PAR V UE DATE PRICE PRICE PRICE VALGE DIv/INT 62) 92817LFEI IOD,00D VIRGINIA ST RES AUTH CLEAN HTR 09/16 115.3550 115.1070 115.23100 115,231.00 NASDAQ IT 05/03/2007 4.250* 10/01/2016 Int. From: 04/01/2010 to 09/16/2010 1,959.72 63) 931142103 600 WAL MART STORES INC 09/16 53.2800 52.5500 52.9150D 31,749.00 NYSE COM 64) 94106LIDS 1,000 HASTE MGMT INC DEL 09/16 34.6400 34.3600 34.50000 34,500.00 NYSE COM DIV $0.3150 EX 09/02/2010 RIC D9/07/2010 PAY 09/24/2010 315.00 65) 999645542 147,516.9800 INC PA TAE EXEMPT MONEY MARKET FUND ¢424 147,516.98 O.DO MANUAL PRINCIPAL CASH 66) 999645542 13,020.9400 PNC PA TAX EXENTT MONEY FRRICT FUND $424 13,D2D.94 0.00 MANUAL INCOME CASH Grand Totals 4,543,060.52 15,848.90 Total Principal plus Accrued interest and dividend. 4,558,909.42 This report vas prepared using APPRAISE Vei. 7.4.1 so£tWare, an EVALUATION SERVICES, INC. product. Phone 201 784 BSOD. Visit our web sites at WWW.APPRAZ6ENJ.COM and xMW.COSTBASIS.INFO. REV-1511 EX+(10.09) pennsylvania SCHEDULE H DEPARIMEMOF REVENUE FUNERAL EXPENSES AND INHERITANCE TAX RETURN ADMINISTRATIVE COSTS RESIDEM DECEDENT ESTATE OF FILE NUMBER ERNEST S. BURCH, JR 21 1001037 Decedent's debts must be reported on Schedule I. ITEM NUMBER DESCRIPTION AMOUNT A. FUNERALEXPENSES: t. Neill Funeral Home, Inc Funeral expenses for decedent 3,957.00 B. ADMINISTRATIVE COSTS: 1. Personal Representative Commissions: 1,900.00 Name(s)of Personal Representative(s)PNC Bank, NA Street Address 620 Liberty Avenue City Pittsburgh State PA ZIP 15222 Year(s)Commission Paid: 2012 2. Attorney Fees: 2,250.00 3. Family Exemption: (If decedent's address is not the same as claimant's,attach explanation.) Claimant Street Address City State ZIP Relationship of Claimant to Decedent 4. Probate Fees: 5. Accountant Fees: 6. Tax Return Preparer Fees: T 1 Robert C. Spitzer Reimbursement for costs to Probate Will 143.50 Total from continuation schedules . . . . . . . . . 332,417.03 TOTAL(Also enter on Line 9,Recapitulation) $ 340 667.53 9W45AG 2.000 If more space is needed, use additional sheets of paper of the same size. Estate of: ERNEST S. BURCH, JR 21 10 01037 Schedule H Part 7 (Page 2) 2 Cordier Antiques & Auctions Tangible Personal Property Appraisal Fee 285.00 3 PNC Bank Fee for services performed in the nature of an Executor pertaining to the decedent's Revocable Trust reported on Schedule G of this return. 101,205.00 4 Wix, Wenger & Weidner Legal services rendered with regard to the decedent's Revocable Trust reported on Schedule G of this return. 150,083.83 5 BDO USA Accounting & tax preparation fees 39,592.20 6 Register of Wills Certified copy of Will 5.00 7 Eileen B Packer Sorting/Packing items bequeathed to charity 1,505.00 8 Lois Myers Wages paid 9/24/10-12/31/10 for services re winding up decedent's personal business matters as related to the estate administration. 20,323.00 9 Igor Krupnik, PHD Mileage and professional assistance re delivery of anthropology materials 700.00 10 George W Weaver & Son, Inc Fee for packing and loading anthropology works/materials in Camp Hill, PA, moving and unloading in three locations in Alaska. 18,718.00 Total (Carry forward to main schedule) - 332,417.03 REV-1512 EX.(1MB) pennsylvania SCHEDULE I DEPAmRENT OF REVENUE DEBTS OF DECEDENT, NHERRANCE TAX RETURN MORTGAGE LIABILITIES& LIENS RESIDENTDECEDENT ESTATE OF FILE NUMBER ERNEST S. BURCH, JB 21 10 01037 Report debts incurred by the decedent prior to death that remained unpaid at the date of death,including unreimbursed medical expenses. ITEM VALUE AT DATE NUMBER DESCRIPTION OF DEATH PNC Bank Quarterly investment management fee for 9/4/2010 accrued to date of death 2,897 09 2 Woolf/Strite Associates, Inc Workers compensation audit completed by State Workers Ins. Fund 4/20/10 to 12/31/10 Invoice #118848, Client Code ERNBU 107.00 3 William Hamilton Due for services performed prior to date of death. 1,540.00 4 Wix, Wenger 6 Weidner, PC Due for legal services performed prior to date of death. i,111.00 5 Lois Myers Wages due for services rendered 1,044.50 6 Ardencaple Club Prorated share of 2010 dues 17,043.04 7 Deanne M Burch Payment in satisfaction of Burch Associates lease agreement through June 2011 4,500.00 8 AAA Financial Services Balance due account #xxxx9833 107.08 9 United States Treasury Annual Federal unemployment tax for 12/31/10 56.00 10 PA Unemployment Compensation Fund Form PA UC-2 unemployment compensation for year 2010 35.67 TOTAL(Also enter on Line 10,Reca itulation 5 28 441.38 9w46AH 2.000 If more space is needed,insert additional sheets of the same size. REV-1513 EX+(01-10) pennsylvania SCHEDULE J MPA ENTOFREVENUE BENEFICIARIES INHERITANCE TAX RETURN RESIDENT DECEDENT ESTATE OF: FILE NUMBER: ERNEST S. BURCH JR 21 10 01037 RELATIONSHIP TO DECEDENT AMOUNT OR SHARE NUMBER NAME AND ADDRESS OF PERSON(S)RECEIVING PROPERTY Do Not List Trustee(s) OF ESTATE ] - TAXABLE DISTRIBUTIONS Ilnclude outright spousal distributions and transfers under Sec. 9116(a)(1.2).] I. Deanne M. Burch 16 Crain Circle Lemoyne, PA 17043 Beaumaris Land Co (21,375) Automobile (2,225) Guns (190) Personal Property Appraisal Items Not Bequeathed to Charities (14,105) Surviving Spouse 37,895.00 2 Lois M. Myers Specific Bequest per Paragraph Third of Will 30 years at $2,000 per year Friend 60,000.00 ENTER DOLLARAMOUNTS FOR DISTRIBUTIONS SHOWN ABOVE ON LINES 15THROUGH 18 OF REV-1500 COVER SHEET,AS APPROPRIATE. 0 NON-TAXABLE DISTRIBUTIONS A SPOUSAL DISTRIBUTIONS UNDER SECTION 9113 FOR WHICH AN ELECTION TO TAX IS NOTTAKEN: 1. B.CHARITABLE AND GOVERNMENTAL DISTRIBUTIONS: 1 See Attached 1 TOTAL OF PART II-ENTER TOTAL NON-TAXABLE DISTRIBUTIONS ON LINE 13 OF REV-1500 COVER SHEET. $ 15,665.00 If 9 W46AI 2.000 mare space is needed, use additional sheets of paper of the same size. Estate o£: ERNEST S. BURCH, JR 21 10 01037 Schedule J Part 1 (Page 2) Item No. Description Relation Amount 3 David Burch, Sarah Miller & Karen Burch, Children Net Gifts within One Year of Death Children 21,000.00 4 Ernest S. Burch, Jr. Family Trust Life Estate (Spouse) Trust 1,692,592.57 5 Ernest S. Burch, Jr. Family Trust Remainder Interest (Lineal Heirs) Trust 4,457,592.98 Estate of: ERNEST S. BURCH, JR 21 10 01037 Schedule J Part 2B (Page 1) Item No. Description Amount 1 Anchorage Museum of History and Art The Arctic Studies Center Personal Property Appraisal Items 8, 12, 21 S 28 14,650.00 2 University of Alaska, Anchorage Archives and Manuscripts Department Anchorage, .Alaska Personal Property Appraisal Item 33 100.00 3 University of Alaska Fairbanks Alaska and Polar Regions Department Elmer E Rasmusen Library Fairbanks, Alaska Personal Property Appraisal Items 17, 22, 23, 35, 44 6 45 915.00 Ernest S. Burch, Jr. Form Rev-1500 Calculation of Residue Total Gross Assets 6,653,854.46 Less: Schedule H 340,667.53 Schedule 1 28,441.38 Charitable Bequests 15,665.00 384,773.91 Net Value Subject to Tax 6,269,080.55 Allocation to Beneficiaries Tax Rate Tax Deanne M. Burch, Spouse 37,895.00 0% 0.00 Beaumaris Land Co 21,375.00 Automobile 2,225.00 Guns 190.00 Tangible Personal Property 14,105.00 Lois M. Myers, Friend 60,000.00 15.00% 9,000.00 Cash Bequest David Burch, Sarah Miller& 21,000.00 4.50% 945.00 Karen Burch, Children Net Gifts within One Year Residuary Trust 6,150,185.55 Life Estate-Spouse 1,692,592.57 0% 0.00 Deanne M. Burch, Age 70 (.27521) Remainder Interest-Lineal Heirs 4,457,592.98 4.50% 200,591.68 Total Tax 210,536.68 REV-1514 EX+(4-09) SCHEDULE K Pennsylvania LIFE ESTATE ANNUITY EERSf.'11netF OF REVENUE r T. &TERM CERTAIN Po 8°x2$0601 Harrisbufg PAfp12$-0605 (CHECK BOX 4 ON REV-1600 COVER SHEET) ESTATE OF FILE NUMBER ERNEST S. BURCH, JR 21 10 01037 This schedule should be used for all single-life,joint or successive life estate and term-certain calculations, For dates of death prior to 5-1-89, actuarial factors for single-life calculations can be obtained from the Department of Revenue. Actuarial factors can be found in IRS Publication 1457,Actuarial Values,Alpha Volume for dates of death from 5-1-89 to 4-30-99, and in Aleph Volume for dates of death from 5-1-99 and thereafter. Indicate below the type of instrument that created the future interest below and attach a copy of it to the tax return. El Will E Intervivos Deed of Trust EJ Other CALCULATION LIFE ESTATE INTEREST NAME OF LIFE TENANT DATE OF BIRTH NEAREST AGE AT TERM OF YEARS DATE OF DEATH LIFE ESTATE IS PAYABLE Deanne M. Burch 03/10/1941 70 X Life or Term of Years Life or ._�Term of Years Life or Term of Years Life or 1 Term of Years Life or Term of Years 1. Value of fund from which life estate is payable , , , . , , , , $ 6,150,185.55 2. Actuarial factor per appropriate table . . . . . . . . . . . . . . . . . . . . . . . . . . . 0.27521 Interest table rate- El 3.5% 69/6 10% 0 Variable Rate 2.40000% 3. Value of life estate(Line 1 multiplied by Line 2) . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 1,692,592.57 CALCULATION ANNUITY INTEREST NAME OF LIFE ANNUITANT DATE OF BIRTH NEAREST AGE AT TERM OF YEARS DATE OF DEATH ANNUITY IS PAYABLE Life or Term of Years Life or Term of Years Life oir Term of Years F]Life or Term of Years 1. Value of fund from which annuity is payable . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 0.00 2. Check appropriate block below and enter corresponding number . . . . . . 0.000 Frequency of payout-O Weekly(52) Bi-weekly(26 Monthly(12) - E] Quarterly(4) ❑Semi-annually(2) Annually(1) Other( )i 3. Amount of payout per period . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 0.00 4. Aggregate annual payment, Line 2 multiplied by Line 3 , , , . . . . . . . . . . . . 0.00 5. Annuity Factor(see instructions) Interest table rate-❑ 3 1/2% � 6% � 10% Variable Rate 0.00000% 0.00000 6. Adjustment Factor(See instructions.) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . : . . . 0.0000.0 7. Value of annuity-If using 3.5%,6%, or 10%,or if variable rate and period payout is at end of period, calculation is:Line 4 x Line 5 x Line 6 . . . . . . . . . . . . . . . . . . . . $ 0.00 If using variable rate and period payout is at beginning of period, calculation is: (Line 4 x Line 5 x Line 6)+Line 3. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 0.00 NOTE:The values of the funds that create the above future interests must be reported as part of the estate assets on Schedules'A through G of the tax return.The resulting life or annuity interest should be reported at the appropriate tax rate on Lines 13 and 15 through 18 of the return. If more space is needed,use additional sheets of the sarne size. 6W46AJ 1.010 REV-1647 EXI(02-10) SCHEDULE M pennsylvania OEPARiMENi OF REVENUE FUTURE INTEREST COMPROMISE INHERITANCE TAX RETURN RESIDENT DECEDENT Check Box 4a on REV-1500 ESTATE OF FILE NUMBER ERNEST S. BURCH, JR 2110 01037 This schedule is appropriate only for estates of decedents who died after Dec.12,1982. This schedule is to be used for all future interests where the rate of tax that will be applicable when the future interest vests in possession and enjoyment cannot be established with certainty. Indicate below the type of instrument that created the future interest and attach a copy to the tax return. ❑ Will ❑X Trust ❑Other 1. Beneficiaries NAME OF BENEFICIARY RELATIONSHIP DATE OF BIRTH AGETO NEAREST BIRTHDAY 1.BURCH, DEANNE M Surviving S ouse 1 3/10/1941 70 - 2. 3. 4. 5. 11. For decedents who died on or after July 1, 1994, if a surviving spouse exercised or intends to exercise a right of withdrawal within nine months of the decedent's death, check the appropriate box below and attach a copy of the document in which the surviving spouse exercises such withdrawal right. Unlimited right of withdrawal Limited right of withdrawal III. Explanation of Compromise Offer: See Attached Explanation IV. Summary of Compromise Offer: 1.Amount of future interest , , , , , , , , , , , , , , , , , , , , , , , , , $ 6,150,185.55 2. Value of Line i exempt from tax as amount passing to charities,etc. (Also include as part of total shown on Line 13 of REV-1500.) . , , , , , $ 0.00 3.Value of Line i Rassing to s ouse a,�t a propriate tax rate Check one. �f 6%, �3%, u o% . . . . . . . . . . . . . . . $ 1,692,592.57 (Also include as part of total shown on Line 15 of REV-1500.) 4.Value of Line 1 taxable at lineal rate Check one. F-16%, X❑4.5% . . . . . . . . . . . . . . . . . . . $ 4,457,592.98 (Also include as part of total shown on Line 16 of REV-1500.) 5.Value of Line 1 taxable at sibling rate(12%) (Also include as part of total shown on Line 17 of REV-1500.) , , , , , , $ 0.00 6.Value of Line 1 taxable at collateral rate(15%) (Also include as part of total shown on Line 18 of REV-1500.) . . . . . . $ 0.00 7.Total value of future interest(sum of Lines 2 thru 6 must equal Line 1) . . . . . . . . . . . . . . . . . . . . $ 6,150,185.55 9W46AN 2.000 If more space is needed, use additional sheets of paper of the same size. Ernest S. Burch, Jr. Form RevA 500 Schedule M - Explanation of Compromise Offer Ernest S. Burch, Jr. created a trust under agreement dated 2/16/2004 as amended 10/2212007 and g/16/2011. Schedule B of this agreement provides for the remaining balance of the trust estate to be held as the"Family"or"Credit Shelter"trust, from which he bequeaths certain items not having been distributed per his will to various charitable institutions and to his surviving spouse, Deanne M. Burch. The balance remaining after such bequests remains in trust for the benefit of his surviving spouse, Deanne M. Burch, providing for the distribution of such amounts of income and principal to her as the trustee shall determine for her support. Also granted to the surviving spouse is the annual, noncumulative right to withdraw on the last day of a calendar year the greater of Five Thousand Dollars ($5,000.00) or five percent(5%) of the then aggregate value of the principal of of the trust. At the spouse's death the trust terminates, paying any accumulated income to the spouse's estate, with the balance to be paid to the settlor's issue or their spouses as Deanne M. Burch directs in her will. In default of the exercise of the limited power of appointment granted to Deanne M. Burch, the principal of the trust shall be divided into a number of shares equal to the number of then living children of the settlor and any deceased children leaving children surviving. Each share shall be held and distributed in further trust for such child or issue of the deceased child, with income paid to such individual and principal payable to them at the trustee's discretion for their support. At the death of the child for whom the trust was created or when the youngest child of a deceased child_of the settlor reaches age 21, each trust is to terminate and distribute in accordance with the exercise of the general power of appointment granted to such child. In default, the trust shall terminate to the child's then-living issue, per stirpes, or if none, to the Settlor's then-living issue per stirpes. The income of the trust is being distributed to Deanne M. Burch under the broad discretionary powers given to the trustee and the trustee anticipates that the distribution of income will continue to her for the balance of her lifetime. There is no anticipation that the surviving spouse will have need for principal of the trust or that will she exercise her right of withdrawal granted to her. There is also no expectation that any portion of this trust will pass to other than lineal heirs of the settlor by way of any exercise of a power to appoint or by the default provisions. Consequently, it appears reasonable to the executor to request that the life estate of this trust should be taxed at the spousal rate of zero percent(0%) and the remainder interest should be taxed at the lineal rate of 4.5 percent. REV-1549 EX,(6-98) SCHEDULE O COMMONWEALTH OF PENNSYLVANIA INHERITANCE TAX RETURN ELECTION UNDER SEC. 9113(A) RESIDENT DECEDENT SPOUSAL DISTRIBUTIONS ESTATE OF FILE NUMBER ERNEST S BURCH JR 21 10 01037 Do not complete this schedule unless the estate is making the election to tax assets under Section 9113(A)of the Inheritance&Estate Tax Act. If the election applies to more than one trust or similar arrangement,a separate form must be filed for each trust. This election applies to the Residuary Trust(marital,residual,A,B,By-pass,Unified Credit,etc.) If a trust or similar arrangement meets the requirements of Section 9113(A),and: a.The trust or similar arrangement is listed in Schedule O,and b.The value of the trust or similar arrangement is entered in whole or in part as an asset on Schedule O, then the transferors personal representative may specifically identify the trust(all or a fractional portion or percentage)to be included in the election to have such trust or sim- ilar property treated as a taxable transfer in this estate. If less than the entire value of the trust or similar property is included as a taxable transfer on Schedule O,the personal representative shall be considered to have made the election only as to a fraction of the trust or similar arrangement. The numerator of this fraction is equal to the amount of the trust or similar arrangement included as a taxable asset on Schedule O.The denominator is equal to the total value of the trust or similar arrangement. PART A:Enter the description and value of all interests, both taxable and non-taxable, regardless of location, which pass to the decedent's surviving spouse under a Section 9113(A)trust or similar arrangement. Description VALUE Residuary Trust U/A of Ernest S Burch, Jr. 6,150,185.55 Part A Total $ 6,150,185.55 PART B: Enter the description and value of all interests included in Part A for which the Section 9113 A election to tax is being made. Description Value Residuary Trust U/A of Ernest S. Burch, Jr. 6,150,185.55 Part B Total $ 6,150,185.55 swasez 2.009 (If more space is needed,insert additional sheets of the same size) Ernest S. Burch, Jr. 21-10-01037 Form REV-1500 Attachments 1 Copy of Last Will and Testament of Ernest S. Burch, Jr. dated October 22, 2007- 2 Copy of Revocable Trust Agreement of Ernest S. Burch dated February 16, 2004, as amended October 22, 2007 and September 20, 2011 (by the trustee). 3 Copy of Appraisal of Household Contents contained in the estate of Ernest S. Burch, Jr. 4 Copy of Appraisal of Firearms contained in the estate of Ernest S. Burch, Jr. LAST WILL AND TESTAMENT OF ERNEST S. BURCH, JR. 1, ERNEST S. BURCH, JR., make this to be my Last Will and Testament, and I hereby revoke any previous Will. FIRST: I direct my Executor to pay all my last illness and funeral expenses as soon as convenient. SECOND: So long as this does not duplicate a like gift in any trust I have created: I give and bequeath my anthropological library of published and "gray literature" material, Including but not necessarily limited to, books, journals, pamphlets, articles, and reprints to The Arctic Studies Center, Anchorage Museum Of History And Art. I give and bequeath my materials of Charles V. Lucier: to a preexisting "CHARLES V. LUCIER .(B. 1926) PAPERS" collection in the Archives and Manuscripts Department, University Of Alaska Anchorage, Anchorage, Alaska. I give and bequeath my anthropological research collections, including but not limited to maps, manuscripts, card files, typewritten and handwritten notes, diaries, theses tape recordings, photographs, sketches, records of professional activity, private correspondence, and computer records (exc pt for the materials ��11 in the directory "ADMIN.PERS," or other similar material) including but not - limited to any and all copyrights (whether as to reproduction, derivative work, y distribution of copies, performance display or the like, as set forth In Title 17 of the United States Code), and rights in the nature thereof or related thereto, to the Alaska and Polar Regions Department, Elmer E. Rasmusen Library, University Of Alaska Fairbanks, Fairbanks, Alaska, subject to the following restrictions and further directions: (a) All manuscripts, maps, card files,notes, photographs, tape recordings, records of professional activity and private correspondence, shall be known as "THE PAPERS OF ERNEST S. BURCH, JR." (b) All field notes included in (a) that contain personal Information that might possibly be embarrassing or,otherwise damaging to the subjects of my research or to their immediate descendants are not to be made available to researchers or other Interested parties until ten (10) years after my death. Materials covered by this ' restriction as to availability are scattered throughout the files, but identifiable concentrations of pertinent material include the following: 1 (1) All non-white 5 x 8 Inch file cards; (2) Everything in a letter-sized folder titled "1964-65 Relationship Data", with individual entries having the form (year) (x):(number), which notes consist of a transcription of much of the information indicated under(1); (c) the following materials are to be held and distributed and maintained as follows: (1) materials of David Libbey: to a new collection to be known as "THE PAPERS OF DAVID LIBBEY." (2) materials of Charles Sheldon: to the pre-existing "OQUILLUK LEGACY COLLECTION." (3) materials of Robert and Marietta Spencer: to a new collection to be known as "THE ALASKA FIELD NOTES OF ROBERT FRANCIS SPENCER AND MARIETTA ELIZABETH SPENCER." (4) materials of Froelich Rainey: to the preexisting "PAPERS OF FROELICH RAINEY COLLECTION," University of Alaska, Fairbanks. [note: some of this material duplicates documents already in the collection, some does not.] (5) materials of Elizabeth Andrews: to a collection to be known as "THE PAPERS OF ELIZABETH ANDREWS." (d) As to the "KAWERAK SHISHMAREF COLLECTION": documents in the box labeled"master set" should be destroyed. Subject to the aforesaid directions and restrictions, all books, journals, pamphlets, reprints and other published materials may be incorporated into the general collections of the Library, or otherwise disposed of, as the Library's administrators see fit; (e) My Executor shall pay such reasonable costs and expenses as required to gather and ship the Items described above to the University of Alaska, or The University Of Alaska Fairbanks. If the Rasmusen Library, University of Alaska, Fairbanks, does not accept this bequest in accordance with these terms and conditions, then my Executor shall dispose of such property as my Executor deems most appropriate, considering all then relevant circumstances. THIRD: I hereby give, devise and bequeath any shares of stock, common or preferred, or interests in the nature thereof owned by me at the time of my death in The Seven Trees, Inc., a Private Foundation, and shares of any kind or nature I own in "Beaumaris Land Company," absolutely and free of trust, to my beloved Wife, DEANNE M. BURCH, but if she does not survive Settlor, then in equal shares, to my children, KAREN E. BURCH, SARAH D. MILLER and DAVID S. BURCH, or the survivor of them, so long as this does not duplicate a like gift in any trust I have created. 2 I hereby bequeath to my secretary, LOIS MYERS, the sum of$2,000.00 multiplied by the number of years she has worked for me, beginning with the year 1980, so long as this does not duplicate a like gift in any trust I have created. FOURTH: Except as i may have provided in a memorandum signed by me and kept with the original of this Will or with my copy thereof, 1 give and bequeath all of my remaining tangible personal property including all insurance policies thereon to my Wife, DEANNE M. BURCH, if she survives me by thirty(30)days. If my Wife, DEANNE M. BURCH, does not survive me by thirty (30)days, I give and bequeath such of the above property to my children, or such of them as survive me, in such shares as they may determine or, If they are unable to agree, in such approximately equal shares as my Executor shall determine. FIFTH: I hereby exercise the powers of appointment given me in the Trusts of Ernest S. Burch, Sr., as Settler dated January 8, 1991 and as amended, and in the trust of and Elsie L. Burch, as Settler, dated August 14, 2003, and I hereby give devise and bequeath all the rest, residue and remainder of my estate, of whatsoever nature and wheresoever situate, including that over which I have a Power of Appointment, in Trust to the successor to myself as the initial Trustee, under the Trust Agreement with me as Settler dated February 16, 2004. 1 hereby waive the Power.of Appointment in the Trust Agreement created by my wife, DEANNE M. BURCH, with herself as Trustee dated February 16, 2004, SIXTH: My Executor shall pay from the portion of my residuary estate that does not qualify for the marital deduction all death taxes payable by reason of my death with respect to (1) ail property and interests passing under my will and (2) all property and interests that passed to my spouse outside of my will and that could qualify for the federal estate tax marital deduction. To the fullest extent allowable by law or any governing instrument, my Executor shall recover from any property or interests passing outside of my will all other death taxes - but not generation skipping transfer taxes - that my Executor may be required to pay by reason of my death. SEVENTH: My Executor is hereby authorized and empowered, in addition to such powers granted executors by law, all exercisable without court order: (a) to sell securities or other property, real or personal or both; (b) to borrow money from such persons as it may desire,including the power to barrow from itself as an individual or as a fiduciary under any Trust Agreement for any purpose necessary or desirable in connection with the payment of taxes or other matters incidental to the settlement or administration of my Estate, or for investment purposes, on either a secured or unsecured basis, at such rate of interest as my Executor may deem acceptable and to sign notes and to pledge the assets of my Estate as security therefor; this authority to borrow and pledge shall not apply as to assets which are or might be, except for such authorization, eligible for the marital deduction; (c) to make non-prorata distributions in kind or partly in kind or partly in cash; (d) to retain all or any part of my property, real or personal, constituting my Estate for such time as my Executor deems best or to invest or reinvest the Estate in any property, real or personal, of any kind or nature, Including stocks, bonds, mortgages, other securities and common trust funds of the Corporate Executor, if any, without being limited or restricted to investments as now or may hereafter be prescribed for fiduciaries by law including the right to acquire, sell or retain 3 stock in the Corporate Fiduciary. Executor may invest, reinvest, buy, sell or trade options, puts, calls, or any other type of financial instrument, the nature of which need not be contemplated or in existence at the time this Will is written, without being restricted to "legal" investments (e) to file joint income tax returns and to consent to joint gift tax returns with my wife, her executors or administrators; (f) to compromise claims against or in favor of the Estate, with or without Court approval on such terms and conditions as Executor deems appropriate, in my Executor's sole discretion; (g) if the Estate includes any interest which i had in a business, or enterprise, including but not limited to written materials for publication, at the time of my death,whether the same is a sole proprietorship, a partnership, or a corporation in which 1 owned all or a substantial portion of the stock, to continue the business or enterprise, until such time as my Executor deems advisable to sell, liquidate, publish or otherwise divest the enterprise, or distribute the same in kind. Executor shall have all rights and powers in connection with the business or enterprise as I had when living, including by way of example and not limitation, the powers to operate or join in the operation thereof as a going concern, to form or re-form a general or limited partnership, to incorporate or re-incorporate and to liquidate or sell the same or any part thereof, all as it deems advisable for the best interests of the Estate and of the beneficiaries thereof; without any liability for loss resulting from the operation.of said business or enterprise except where such loss is the result of negligence or fraud on the part of the Executor; (h) to receive, for its services in connection with any such business, such additional compensation as may be commensurate therewith; (i) to claim, in my Executor's discretion, expenses of administration of my Estate as deductions for federal income tax purposes, when this will result in an overall reduction of income and death taxes for my Estate (no adjustments between income and principal or in the amount of the distributions to the trusts created by separate instrument shall be required as a result of such action); 0) in my Executor's sole discretion, to elect (or not) to treat as property passing to my wife and as eligible for the marital deduction under I.R.C. Section 2056(a) property which is "qualified terminable interest property" within the meaning of I.R.C. Section 2056(6)(7), in all regards except for such election; (k) in my Executor's sole discretion to allocate such exemptions as are available as to the generation skipping transfer tax to any property, to exclude any property from that allocation and to make all related allocations thereto. No beneficiary shall have any claim against my Executor for exercising such allocation powers as granted herein. (1) in my Executor's sole discretion to compromise taxes on future interests on such terms and conditions as Executor deems appropriate; (m) to maintain reasonable reserves for depreciation, depletion, amortization and obsolescence; (n) to disclaim any Interest in any estate or trust in which I may have an interest. EIGHTH: I nominate, constitute and appoint National City Bank, as Executor under this my Last Will and Testament. No bond shall be required in this or any other jurisdiction of my Executor. NINTH: I hereby nominate, constitute and appoint National City Bank as Guardian of the estate of any minor or other beneficiary physically or mentally unable to manage his or her affairs and to serve without bond in this or any other jurisdiction. if any beneficiary of my estate is under the age of eighteen (18) years at the time at which distribution of any property devised and bequeathed by this Will would otherwise be 4 rha uch benefici ary, or is unable to manage his or her own affairs, my Executor bute all such property to the guardian of the estate of such beneficiary. The guardian shall hold, manage, invest and reinvest any property received by the guardian (whether under this Will or otherwise), shall collect the income thereof, and shall apply so much of the net income and, if the net income Is insufficient, so much of the principal of the property held for such beneficiary as the guardian shall deem necessary or advisable for such beneficiary's health, maintenance, support and complete education. The guardian shall accumulate any surplus net income annually and add the same to the principal of the property held for such beneficiary. When such beneficiary attains the age of eighteen (18) years, or becomes able to manage his or her affairs, the guardian shall distribute to such beneficiary all property held by the guardian for such beneficiary. If such beneficiary dies before attaining the age of eighteen (18) years, or becoming able to moage his or her affairs, the guardian shall distribute to the personal representative of such beneficiary's estate all property held by the guardian for such beneficiary. TENTH: I hereby authorize my Executor In addition to all powers granted by law, to make such election in connection with settlements under employee benefit plans in which I have an interest as my Executor deems most advantageous under all the circumstances. ELEVENTH: The compensation payable to my Executor shall be the compensation due, in accordance with the fee schedule of my Executor at the time such services are rendered, or if my Executor is an individual, such compensation shall be reasonable compensation. TWELFTH: The words "child, children, or issue", as used in this Will, shall include adopted persons and persons bom or adopted after the date of this Will, respectively unless expressly stated to the contrary. IN WITNESS WHEREOF, I, ERNEST S. BURCH, JR., the Testator, to this my Last Will and Testament, printed on six(6) sheets of paper have set my hand and seal this 1-1-- day of OZA , 2007. (SEAL) ERNEST S. BUR ,, JR. Signed, sealed, published and declared by ERNEST S. BURCH, JR., the said Testator, as and for his Last Will and Testament, in our presence, at his request and in th resence of each other have hereunto set our hands and seals as attestin wit esses. residing at ( residing at /�/ 5 r COMMONWEALTH OF PENNSYLVANIA: SS: COUNTY OF DAUPHIN: Was S. BURCH ` / JR., testator, and and Sn ice Z, \Iva m the witnesses, respectively, whosre signed to the attached or foregoing instrument, being first duly swreby declare to the undersigned authority that the Testator signed and executed the instrument as his last will, and that he had signed willingly and that he executed it as his free and voluntary act for the purposes therein expressed, and that each of the witnesses in the presence and hearing;of.-the Testator signed the Will as witness; and that to the best of his knowledge-the Testator was at that time eighteen or older, of sound mind and under no constraint or undue influence. T r witness witness Subscribed, Sworn to and acknowledged before me by ERNEST S. BURCH, JR.,(Testator), and Subscribed and Sworn to before me by er{- -Splkzer and ,anlrQ f. uDa m the witnesses, this? day of (knber 2007. —1/gdr'f SEAL Notary Public My Commission Expires: 'fligzOof COMMOMMALTH OF PENNSYLVANIA Notarial Seal Hawn Owings Baughman,Notary public City of Harrisburg, Dauphin County My Comrnission Expires MY 12, 2008 Mamhor,Fennspvania Association of Notaries 6 � i_GCztJc_ ao..S$76--pb� l COPY fTABLE OF CONTENTS TO TRUST AGREEMENT DATED F V , L6 ,2004 BETWEEN ERNEST S. BURCH, JR., AS SETTLOR AND ERNEST S. BURCH, JR.,AS TRUSTEE ADMINISTRATIVE PART . . .. . .. . . . . . . . . . . . .. .... . . . . . . . . . . . . . . . . . . . . . . . . . I Article I Addition of Property to Trust . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . I j Article JI Reservation of Rigbts . . . . . . . . . . ... . . . . . . . . . . . . . . . . . . . . . . . . . . . I Article III Principal and Income Disbursement . .. . . . . . . . . . . . ... . . . . . . . . . . . . . 2 Arlicle IV Premiums on Policies . . . . . . . . . . . . .. . . . . . . . . . . . . . . . . . . . . . . . . . . 2 Article V Amendment and Revocation . . . . . . .. . . . .. . . . . . . . . . . . . .. . . . . .. . . 2 Article VI Litigation to Enforce Policies, Collect Claims . . . . . . . . . . . . . . . . . . . . . . . 2 Article VII Powers of Trustee . . . . . . . . . . . . . . . . . .. . . . . . . . . . . . . . . . . . . . . . . 2 A. Retain Assets .... ......... ........ .......... . .... ...... .. ....... ...2 B. Dispose of Property . . ...... ................... .... .. ............ .....3 C. Authoriudlnvestments ........ .. ....................... ....... ... ....3 D. Register Securities... ........... ...... ... ...... ... ..... ...... ... .. .. .3 fE. Loam,Advances..... . .... .. ... .................. ..... ...... . . ..... .3 F. Retention In Cash . .. ......... .. ......... ............... ... .. . .. .... .3 G. Borrow Money ............................ ...... ... .... .. ... .. .. ....3 R. Vote Securities ...... . ....... ..... ...... ............... ... .... . .. ...3 iI. Allocate Receipts,Expenses ........ .... ................... . ... .. .. . .....3 J. Distribute Cash or Kind.Ne prcrata .............. . . .. ... . ... . .. ... ... . ... .3 K. Consolidated Furl.............. ..... .. ........ ........ ..... . ........3 L. Compromise Claims. ..... .... ... ......... . ... . .... . .. . .... .. ...;....4 M. Engage Espana .. .. .. .............. .. ........ ........ ..... . . ...... .4 N. principal to Minor. .. ..... . .. . ... ..... ... .... .. ... .. ... . .... . . .. .....4 O. Prohibition Against Sale ..... ..... ............... ........ ...... .. ......4 P. FaeifityofPayment .. . .. .. ... .............. .... ...... ... ... ......... .4 Q. Vesting............ ......... ..... . ... ......... . .... . ..... . . . . ... .4 R. Termination ... ... . . . .... .. .. ....... ............. .... .... .. ... . ....4 S. Adopted Children Included .... ............... ........ ........ . ... . .. ..4 T. Business Authority. . ... .... .. ......... ..... ..... .... .... ... . . ... .....4 U. Dlscretionary . ... .. .. Power ... ......................... ......... . .5 V. Powers Through Final DISITibUL1013 . . . ....... .... ...... .. ........... ..... . .5 W. Allor;tionofAsms ... .. .... .. ........ ....... ............. .. ........5 X. Protection of Marital Deduction ..... ..... .................. ...... ... .... .5 Y. Employee Benefit Etecnon .............. . .... .... ...... .. . ..... . .. .....5 Z. Education Defined ..... .. ....... ....................... ... . ... . . .... .5 AA. Occupancy of Residence . ..... .......... .... .. .... ........... .. .. .....5 BB. Limitation on Trustee Power ........... ............. ........... ........5 jCC. Consuhation Witb Others .... .......... ............. . ... ..... .... I....6 DD. Generation Skipping ........................... .. ...... ..... ... .....6 86. R,,,,r s ... . .. .... ...... .. ............ .. .. ... . ... ..... . .... .....6 PP. Trustee's Powcrui Atncnd ...... ................................. .... .6 Article VIII Applicable Low . . . . . . . . . .. . . .. . . . ... . . . . . . . . . . . . . . . . . . . . . . 6 Article JX Receipt of Policies . . . . . . . . . . . .. .. . . . .. . . . . . . . . . . . . . . . . . . . . . . . 6 Article X Trustee's Compensation . . . . . .. . . .. . . . . .. . . . . . . . . . . .. . . . . . . . . . . 6 Article XI Resignation of Trustee . . . . . . . . . . .. . . . . . . . . . . . . . . .. . . . . . . . . . . . . 6 Article XH Removal of Trustee . . . . . . . . . . . .. . . . . . . . . . . . . . . ... . . . . . . . . . . . 6 SCHEDULE#An . . . ... . . . . . . . . . . . . . . . . . . . . .. . . . . . . . . . . . . . . . . . . .. . . . . . . .. 8 LIST OF THE LIFE INSURANCE POLICIES . . . . . . . .. . . . . .. . . . . . . .. . . . . . . . . . . . . . . 8 SCHEDULE"B" . .. . .. . . .. . . . . . . . . . . . . . . .. .. . . . . .. . . . . . . . . . . . . . . . . . . . . . 1 9 PLAN OF DISTRIBUTION OF TRUST ESTATE .. . . . . . . . . . . . . . . . . . . . .. . . . . . . . 9 fYprM1NW Q.p A'.M1D:O11WL11➢iFA NN1MT6MAg1 TRUST AGREEMENT TTDS AGREE51EW is made this «S4 day of J4 ,2004, by and between ERNEST S.BURCH,JR.,(hereinafter called "SeWor°)and ERN ST S.BURCH,JR.,, (hereinafter called "Trustee"). I. BACKGROUND: Settlor has caused this Trust to be funded.by We transfer and assignment of certain property to Trustee, and/or by naming Trustee as beneficiary of certain life insurance policies. The Settlor may also cause other property to be deposited for the uses and purposes of this Trust. The property and/or insurance policies may be listed for convenience in detail in Schedule "A"attached to this Trust,and made a part hereof. The Trust is composed of two parts,an Administrative Part and a Dispositive Part. The Trust may be amended. ADMMSMATrR PART iII. AGREEMENT: SeWor creates this Trust on the follow'ung terms and conditions: Article I Addition of Property to Trust i Scalar reserves the right to add to this Trust any policies of insurance issued on Settlor's life and any other property and/or securities whether Such addition be made by the Senior or any other person. The _ proceeds of any such policies of insurance or any additional property and/or securities so acquired shall be held on the same terms of trust as if originally a part of the Trust. i Article If Reservation of Rights (Insurance) ' Settlor reserves to Senior,during Sratur's life,all payments,dividends,surrender value privileges and benefits of any kind which may accrue on account of any of the aforesaid policies of insurance, and the right at any time to assign,pledge or use the policies,or any of them,or to change the beneficiary thereof, or to borrow money thereon,without the consent,approval or joinder of the Trustee,or any beneficiary hereunder. The Trust shall be operative only as to the proceeds of such of the policies as in tents may be due and payable to the Trustee at the time of the death of the Senlor or thereafter,after deduction of all charges against the policies by way of advances,loans,premiums or otherwise. Such proceeds shall be Principal. The receipt of the Trustee for such proceeds shall release the insurance companies from liability ( on the policies. (Other property) I As to assess added to the Trust during the lifetime of the Settlor,and by the SeWor,the Settlor reserves to Sector,during Settor's life,the right to withdraw or direct payment of principal or income,and to direct Trustee to make such investments as Seltlor desires,as well as the right to approve,in advance, any Investments Trustee selects. Subject to these powers of SeWor.Trustee may pay principal or Income for the support, maintenance or welfare of Settlor. I awrrnaanaa�uawgam+.wm»«wt.mresvx-,a -1- As to assets added to the Trust by a person or entity other than Settler,Trustee shall,during the lifetime of Setdor, in Trustee's sole discretion,pay so much of the income and/or principal as Trustee deems necessary,for the benefit of Settler and/or the issue of Setdor and for the support,maintenance,health,and safety of Setdor, or the issue of Settler. All accumulated or undistributed income shall be added to principal hereunder. Article III Principal and Income Disbursement Upon Settler's death,the Trustee shall disburse the income and principal of the Trust Fstate in the manner set forth in detail in Schedule W attached hereto. Article rV Premiums on Policies Trustee is not obligated to pay any premiums or assessments on policies of insurance and shall be under no obligation in respect to the policies other Wan for the safe-keeping thereof,except to the extent otherwise expressly agreed to herein,if the policies are deposited herewith. Article V Amendment and Revocation Settlor may by a writing,delivered to the Trustee: (a)amend,modify or alter this Agreement,in whole or in part, provided that the duties and liabilities of the Trustee shall not be changed without its i written consent; (b)revoke this Agreement in whole or in part;provided,however, that the rights of Senior under(a)and(b)shall not apply to any asscis added to the Trust by a person other than Settler. t Article VI Litigation to Enforce Policies,Collect Claims The Trustee may institute any proceedings at law or in equity in order to enforce the payment of insurance policies or the collection of other properly,and may do and perform any and all other acts and things which may be necessary to do so. Trustee shall not,except at its option, enter into or maintain any litigation to enforce the payment of the policies,or collect such property until it shall have been indemnified to its satisfaction against all expenses and liabilities to which It may, in its judgment,be subjected by any such action on its part. The Trustee is authorized to compromise and adjust claims arising out of the insurance policies or any of them or other property,upon such terms and conditions as it may deem just,and the decision of the Trustee shall be binding and conclusive upon all persons and corporations interested therein,all without necessity for court approval. I Article VII Powers of Trustee At least quarterly Settlor's trustee shall send the beneficiaries who receive income cuirentiy or thew legal representatives statements showing the transactions in their mists. No accounting shall be mquircd routinely by a court,but trustee and any beneficiary shall be entitled at any time to seek a judicial settlement of a trust account in any court of competent jurisdiction selected by trustee. Also: i 1. Out orCourt SettlemenC trustee may at any time settle any account or question concerning the administration ore trust by agreement with all the then legally competent beneficiaries who are eligible to receive income and-irthere are any-either(1)with all their then legally competent living descendants of(2)with all the legally competent persons whom trustee detemrvres would be entitled to receive a share of the principal Hall the beneficiaries who are eligible to receive income had died immediately prior to the date of the agreement(disregarding powers of appointment). However, a.. If trustee determines that there is no legally competent person to rake an agreement,then I 4wrcmrsmau..ws,uaanr,.a,.vu au.euru.nip '2' ' , i the agreement may be made by the legal representative,legally competent spouse or oldest legally competent relative of the closest degree of each person specified above;and b. If an addition is made by will or from another bust, trustee may accept the statement of the fiduciary that the property delivered to trustee constitutes all the property to which hest"is entitled. trustee shall have no duty to require the fiduciary to state an accounting of his,her or its administration or to inquire into any action of the fiduciary,and only shall be responsible for the property which trustee receives. 2. Effect: Any settlement under the above paragraph shall bind all persons who may ever be interested in the trust,and shall effectively release and discharge trustee I 3. Powers. Except as otherwise specifically provided herein,and in addition to the powers granted Trustee by law, (all of which shall be exercised by Trustee without posting bond or famishing sureties in this or any other jurisdiction,and without court order or approval),the Trustee shall hold and manage the fund,when so collected, together with such other property as may be acquired,during the existence of this Trust,all of which property will hereinafter be referred to as the"Trust Estate',or"Trust" being any trust or trusts created herein or in Schedule"B"hereof,upon the following terms and conditions and with the following powers and authorities: A. RETAIN ASSETS: To retain all or any part of the trust in the form in which it was acquired as long as it deems advisable; E. DISPOSE OF PROPERTY: To self,exchange,partition,lease,option,or otherwise dispose of any property or part thereof,real or personal,which may at any time form part of this Trust Estate at public j or private sale for such purposes and upon such terns,including sales on credit Willi or without security, in such manner and at such prices as it may determine, Including the right to lease real Estate for periods in excess of five years and for a term expiring after the termination of any trust,and including the right to deal in real Estate ventures as a general or limited partner. In the event of a sale,exchange,partition,lease or option of any of the property of this Trust Estate,there shall be no liability on the part of the purchaser or purchasers to see to the application of the purchase money,but the same shall be held and disposed of by such purchaser or purchasers free and clear of any of the provisions of any trust created hereby; C. AUTHORIZED INVESTMENTS: To invest or reinvest the Trust Estate in any property,real or personal,of any kind or nature, including stocks,bonds,mortgages,other securities and common trust funds of,or mutual funds owned or managed or advised by the Corporate Trustee,and reasonable compensation may be paid therefor, if any, without being limited or restricted to investments a$now or may hereafter be prescribed for trustees by law including the right to aequtre,sell or retain stock In the Corporate i Trustee. Trustee may invest,reinvest,buy,sell or trade options,puts,calls,or any other type of financial i instrument, the nature of which need not be contemplated or in existence at the trine this trust is created. D. REGISTER SECURITIES: To register securities in its name as Trustee or In the name of any inominee or in the name of a broker,or to take and keep the same unregistered and retain them or any part thereof In such condition that they will pass by delivery without disclosing the fact that the property is held in a fiduciary capacity; i H, LOANS;ADVANCES:To make any loans,or advances either secured or unsecured in such amounts,upon such terms,at such rates of interest and to such persons, firms,corporations or the executor or administrator of Settloi s Estate or the Estate of Settloi s Wife or otherwise to facilitate such Estate administration without interest and without reimbursement for the purpose of the payment of taxes,debts and administration expenses;provided,however,that soy benefits from a qualified employee benefit plan received by the Trustee shall not be used for the payment of such taxes,debts or expenses,if not includible in Sculor's gross Estate for federal Estate tax purposes nor funds otherwise eligible for the Marital Deduction; C4rY alts'Matt,Aua1.�Grt)Cf1.rMHC9"rdivaTRMrye -3. 1 F. RETENTION IN CASH: To retain for reasonable periods the principal or corpus,or any part thereof of this Trust Estate in the form of cash; G. BORROW MONEY: To borrow money for any purpose on any terms in connection with the administration of or investment in assets of this Trust Estate;execute promissory notes or other obligations for the amounts so borrowed and secure the payment of arty amounts so borrowed by mortgage or pledge of any Teat or personal property which may at any time form a part of this Trust Estate; H. VOTE SECURITIES: To vole any securities upon any proposition or election at any meeting and to grant proxies,discretionary or otherwise;to join in or become a part of any reorganization, readjustment,merger,voting trust, consolidation or exchange and to deposit any such securities with any committee,depository,trustee or otherwise and to pay out of this Trust Estate any fees,expenses and assessments,incurred in connection therewith and to charge the same to principal or income as Trustee may see rat;to exercise conversion,subscription or other rights,or to sell or abandon such rights and to receive and hold any new securities issued as a result of such reorganization,readjustment,merger,voting trust, consolidation,exchange or exercise of subscription,conversion or other rights;and generally take all action in respect to any such securities as Trustee might or could do as absolute owner thereof;to vote any stock in the corporate trustee; L ALLOCATE RECEIPTS, EXPENSES: In Trustee's discretion,to allocate to either principal or income or between them any and all taxes(especially capital gains taxes)or receipts or expenses which Trustee may be required to pay on behalf of this Trust Estate,but in no event shall the income of any marital deduction trust created herein be reduced by the exercise of this power. 7. DISTRIBUTE CASH OR KIND,NON-PRORATA: To divide or distribute,whenever it Is required or permitted, this Trust Estate and to make such division or distribution in kind or in money or partly in kind and partly in money,and the judgment of the Trustee as to the value of the different items shall be conclusive and final upon the beneficiaries;to make non-prorata distributions of assets in kind; K. CONSOLIDATED FUND: To hold and administer the trusts created hereby in one or more consolidated funds in whole or in part in which the separate trusts or funds shall have an undivided interest; L. COMPROMISE CLAIMS: To edmprontse claims,on such terms and conditions as Trustee, in Tru lee's sole and exclusive discretion,deems appropriate without obtaining court approval thereof. M. ENGAGE EXPERTS: To engage attorneys,investment counsel, accountants,agent and such other persons as it may deem advisable in the administration of ibis Trust Estate and to make such payment therefor as it may deem reasonable and to charge the expenses thereof to income or principal as it may determine and to delegate to such persons any discretion which it may deem proper. The Trustee shall not be liable for any negligence,omission or wrongdoing of such counsel or agent,providing reasonable care was exercised in their selection; N. PRINCIPALTO MINOR: if the principal of any trust is payable to a person or persons under the age of twenty-one(21)years, the Trustee shall continue the term of the trust as to the person or persons under the age of twenty-one(21)years,until he.,she or they attain twenty-one(21)years of age,meanwhile paying over to the person under the age of twenty-one(21)years,or for their use and benefit,the proportionate share of the net income of the trust; 0. PROHIBITION AGAINST SALE. No title in any Trust Estate,or in the income accruing ttererrom,or in its accumulation shall vest in any beneficiary,and no beneficiary shall have the right or power to transfer,assign,anticipate,or encumber his or her Interest In the Trust Estate,or in the income therefrom,prior to the actual distribution thereof by the Trustee to the beneficiary. Further neither the income not the principal of any Trust Estate shall be.liable in any manner,in the possession of the Trustee for the debts,contracts,or engagements of any beneficiary. CM[f fl,LfNIUfmAJiMV1W11PYVJ0L.W 6ro,ti,8t 6fJL�� .4 P. FACILITY OF PAYMENT: Should the principal or income or both of this or any Trust be payable to any person as to whom the Trustee has actual knowledge ofa court adjudication of incompetency, or incapacity,or who the Trustee determines,in the discretion of Trustee,is unable to act effectively on his or her own behalf in financial matters,then Trustee shall have the right to use such principal or income to pay[().such beneficiary, or for the benefit of such beneficiary,but nolbing herein shall be deemed to impair the duty of Trustee to pay income to Settlor's Wife under any trust herein qualifying for the marital deduction(if created herein),unless Settler's Wife is declared legally incompetent. Q. VESTING: No trust created herein,or by exercise of a power of appointment hereunder, shall continue for more than twenty-one(21)years after the death of the last to die of Settler and the beneficiaries in being at the date of Settlor's death. Any property still held in trust at the expiration of that period shall immediately vest in and be distributed to the person or persons then entitled to receive or have the benefit of the income therefrom in the proportions in which they are entitled thereto,or if their interests are indefinite, then in equal shares,per stirpes. R. TERMINATION: If at any time during the term of ibis Trust,Trustee determines,in its sole discretion,that the corpus of the Trust has become too small to be practical,or uneconomical to continue, then Trustee may distribute the corpus of the Trust Estate to the then income beneficiary or beneficiaries in accordance with the portions of income to which each beneficiary is entitled,or if such portions are not' specifically set forth heroin,then in such amounts as it deems.appropriate. S. ADOPTED CHILDREN INCLUDED! The words"child,children or issue or descendants"as used in this Trust,shall include adopted children and adopted grandchildren,and children or grandchildren born or adopted after the date of this Trust,unless expressly stated to the contrary. T. BUSINESS AUTHORITY: If the Trust Estate includes any interest which the Settlor had in a business at the time of Soulor's death,whether the same is a sole proprietorship,a partnership or a corporation in which Settlor owned all or a substantial portion of the stock,the Trustee is authorized to continue the business,without order of court,until such time as it deem;it advisable to sell,liquidate or h distribute the same in kind. Trustee shall have all rights and powers in connection with the business as the Settlor had when living,Including by way of example and not limitation,the powers to operate or join in the i operation thereof as a going concern, to form or re-form a general or limited partnership,to incorporate or re-Incorpotale and to liquidate or sell the same or any part thereof, all as it deems advisable for the best interests of the Trust Estate and of the beneficiaries thereof,without any liability for toss resulting from the operation of the business except where such loss is the result of gross negligence or fraud on the part of the i Trustee. The Trustee shall be entitled to receive for its services in connection with the business,such additional compensation as may be commensurate therewith. i U. DISCRETIONARY POWER: In exercising discretionary powers granted to Trustee under this Trust,Trustee may give due regard to the assets and income of the beneficiary,other than assets and benerits under any trust created hereunder, V. POWERS THROUGH FINAL DISTRIBUTION: Au powers and authorities granted to Trustee hereunder shall be fully exerclsable by Trustee through and including final distribution of assets hereunder,even though the Trust may have terminated earlier. i W. ALLOCATION OF ASSETS: Trustee may allocate assets among the beneficiaries(including any trust hereunder)without regard to the income tax basis of any such assets. X. PROTECTION OF MARITAL DEDUCTION: Notwithstanding anything to the contrary herein or in Schedule "B'hereof,no power,authority or discretion given to Trustee hereunder or in Schedule"B"hereof shall be construed in any manner which shall result in a disallowance of the marital f deduction for any marital trust created for the benefit of Sector's Wife,otherwise eligible for the marital deduction, if created hereunder, and any such power or authority which is construed to have such effect is nun.hnaux ct",wuewnm�unmroww*umrsn".p -5- void,hereby revoked,and to no effect, as if not set forth herein,in Trustee's discretion. Y. EMPLOYEE BENEFIT ELECTION: Trustee,in addition to all powers granted by law,is hereby authorized to make such election in connection with settlements under employee benefit plans in Which Settler has an interest as Trustee deems most advantageous under all the circumstances. Z. EDUCATION DEFINED: The word"education"as use in this Trust shalt mean and include, t but not be limited to primary,secondary,collegiate andfor post-graduate education in private or parochial school,college,trade school or graduate school. It is Setdor's intention in granting Trustee the power to expend finds for"education"that the word "education"be interpreted broadly by Trustee. AA. OCCUPANCY OF RESIDENCE: To permit any beneficiary or beneficiaries to occupy rend free any residence constituting a pan of the assets of a trust for such beneficiary or beneficiaries and to pay the real Estate taxes thereon,expenses of maintaining the residence in suitable repair and condition and hazard insurance premiums on the residence;provided,however, the Trustee shall not exercise this power in any way which would deprive Setdor's Wife of the beneficial enjoyment of Part"B" and such Wife shall have the right to limit,restrict or terminate the Trustee's exercise of this power if it interferes with such beneficial enjoyment. BB. LIMITATION ON TRUSTEE POWER: No person at any time acting as a Trustee hereunder shalt have any power or obligation to participate in any discretionary authority Seulor has given to I Trustee to pay the income or principal to such person or for his or her benefit or in relief of his or her legal obligations. Further,no Trustee who is a beneficiary of one of the trusts,or who is legally obligated to support a beneficiary,shall ever participate in(i)the exercise of,or decision not to exercise,any discretion to pay I income or principal to,or to apply income or principal for the benefit of,any beneficiary(including discretion to allocate funds among a group of beneficiaries and discretion to accumulate income), (ii)the determination whether a beneficiary is disabled,(iii)the decision to end any trust, (iv)the exercise of discreion to allocate receipts or expenses between principal and income,(v)decisions to exercise tax options,(vi)a decision to make payments to aid in the settlement of Senior's Estate,(vii)the selection of a custodian for a minor's property,(viii)the selection of the property to be,allocated to the marital deduction trust,(ix)the decision to combine or divide trusts,or(x)the amendment of the trust by a Trustee hereunder. If such issue arises, then the Successor Trustee shall resolve such Issue,whereupon Trustee shall revert to that office. CC. CONSULTATION WITH OTHERS: Trustee is directed to consult with Sealor's Wife in connection with any investment of the Trust. t DD. GENERATION SKIPPING: In Settlor's Trustee's sole discretion to allocate such exemptions as are available as to the generation skipping transfer tax to any property, to exclude any property from that allocation and to snake all related allocations thereto. No beneficiary shall have any claim against Settlor's Trustee for exercising or not exercising such allocation powers as granted herein. i Further,Trustee is authorized to divide any cost created hereunder into two separate trusts so that the inclusion ratio for generation skipping transfer tax purposes shall be either zero or one for each such separate trust. Any such separate trust shall have the identical provisions as the original bust. If trusts are created,the Trustee may, at any time prior to a combination of such trusts: (1) make different tax elections (including the allocation of Senior's available generation-skipping tax exemption from the federal generation- skipping transfer tax)with respect to each separate trust;(2)expend principal and exercise any other discretionary powers with respect to such separate trusts differently;.(3)invest such separate trusts differently;and(4)take all other actions consistent with such trusts being separate entities. Further,the donee of any power of appointment with respect to any trust so divided may exercise such power differently with respect to the separate trusts created by the division._ Settlor exonerates Trustee from any liability arising from any exercise or failure to exercise these powers,provided the actions(or inactions)of Trustee C_"gglEfl"4 p5a,i WVAeMau,u"IPOwNT[{bT6Y1[y1 -6- I are taken in good faith. If Trustee exercises the special election provided by Section 2652(a)(3)of the Internal Revenue Code,as amended,as to this Trust, Sculor authorizes Trustee in its sole discretion at any time prior to the funding of the trust by an instrument filed with the trust records to divide the trust property into two fractional share trusts,one based upon Settlor's generation skipping transfer exemption allocated to the trust and the second being the balance of the trust property. If a trust hereunder would be partially exempt from generation-skipping tax by reason of an allocation of generation skipping tax exemption to it,before the allocation the Trustee,In Its discretion,may divide the trust into two separate trusts of equal or unequal value,to permit allocation of the exemption solely to one trust which will be entirely exempt from generation-skippiag tax. In addition,if a trust hereunder is entirely exempt or entirely non-exempt from generation-skipping tax and adding property to the trust would partially subject it to generation-skipping tax,the Trustee,in its discretion,may hold that property as a separate trust in lieu of making the addition. Except as otherwise provided in this instrument, the trusts created herein shall have the same terms and conditions,but the Trustee shall not make discretionary distributions from the income or principal of the exempt trust to beneficiaries who are non-skip persons so long as any readily marketable assets remain in trust other than the exempt trust. Upon division or distribution of an exempt trust and a non-exempt or partially exempt trust held hereunder,the Trustee, In its discretion,may allocate property from the exempt trust first to a share from which a generation-skipping transfer is more likely to occur. EE. RESERVES:To maintain reasonable reserves for depreciation,depletion,amortization and obsolescence. FF. TRUSTEE'S POWER TO AMEND: Trustee-if and only if it is a corporate Trustee-shall have the power in its sole discretion,by an instrument filed with the trust records to amend the dispositive or administrative provisions of this indenture(including the provisions relating 10 the trustee); provided that only descendants of the grantor(or their estates)or charitable organizations described in Sections 2055(a) and 2522(a)of the Internal Revenue Code, as amended,shall be beneficiaries and the grantor shall not be given any right or power with respect to the trust property. Further,Trustee shall not exercise this power in such a way that a trust otherwise eligible for the marital deduction,or otherwise eligible as a qualified domestic trust dots not qualify as such. I Article VIII Applicable Law This Trust has been accepted in the State of Pennsylvania and shall in all respects be governed by the laws of that State. Purther the situ;of this Trust shall be in the State of Pennsylvania,county of Settlor's residence,or county where the Trust has been executed. Article iX Receipt of Policies Senior,by joining in the execution of this instrument acknowledges(unless otherwise specified in writing)that Senior has retained custody and possession of the insurance policies,If any,described on Schedule'A"attached hereto and made a part hereof. Article X Trustee's Compensation The compensation payable to Trustee shall be the compensation due,in accordance with the fee schedule of Trustee,at the time Trustee renders services hereunder,but if Trustee has no such fee schedule, then such compensation shall be reasonable. rtIR+.PV•�Im,AMBVMaglUWUNe G'b lWtT fiaR`}t -' Article Xt Resignation of Trustee/Successor Trustee may resign by giving written notice thereof to the Settler, if living, or if Sealer is not living then to Settlor's Wife,or if Seulor's Wife is not living,by notice to Setdnr's children,even if those children be minors,specifying a date,not less than thirty(30)days from the date of the notice,on which Trustee shall be deemed to have resigned. Upon such date,or upon the death,or inability of Trustee so to serve,in the sole judgment of the Successor Trustee,hereafter named.Trustee shall be decried to have resigned,and upon delivery of the assets of the Trust to the Successor Trustee,twhich shall be NATIONAL CITY HANK OF PENNSYLVANIA,NA,or any appointer or such successor,or,it none,then and in such events the Orphans'Court Division of the Court of Common Pleas of the County in which this Trust has its - sims shall select a Successor Trustee],shall be free of any further duty to Senior or the beneficiaries or the Successor Trustee hereunder,except for past acts or conduct of Trustee.Any Successor Trustee so selected shalt serve on the saner:terms and conditions,said with the same powers and duties as if originally appointed. Article XII Removal of Trustee Sudor's Wife shall have the right,by written notice to Trustee,to remove tire Trustec. If Settior's Wife so removes the Trustee,then Setttor's oldest issue(or if none is of age,then t Sculor's oldest sibling shall have the authority to name a successor trustee to serve on the same terms and I conditions as set forth herein. Any such successor trustee sttalI be a corporation or national bank authorized to exercise trust powers in the Commonwealth of Pemisylvania. I IN WITNESS WHEREOF,the Settlor and Trustee,ERNEST S. BURCH,JR.,has signed this i Trust the day and year first above written.2 D .__(SEAL) ERNEST S.EUR H,JR. Signed,scaled and - , deliver I the prese ��� 3 COMMONWEALTH OF PENNSYLVANIA: M COUNTY O'F/y'*`t ray oM doe day of r•'r �JJ� good,befom mo,d,e wWriGx,a Nonry Padre irtnd far du Comm mdd(b and Cb+mw,aim ins atwve•nemed FANaST S.BU Ft,IR..cats€xtorify Provrn m me rube ahs txxsnn r'rmw name is sa6crnbtd m ti,e vrtddn Imuameo[,nd xlrmwSedBe;t die above eemeat m be r mvd detd,and dedred d+e might be rarordM ax svW. WUNM my had ad Notedd Sell. Notny My trommiuia &ptr K A ir.'.s.lwtayPh.9b r t3:;:O9td2ffo,-xnh.0'cty':;atCo_i,• i „..l•:j C;Y.ri^,�r•Exµr�ir5tr.7.;:� _ ' pwrrnaswr CfwaxaYaC11Y1pMAa1NiCWb TamTF2elt.r! 'g- � i SCHEDULE"A" LIST OF THE LIFE INSURANCE POLICIES AND/OR PROPERTY DEPOSITED WITH ERNEST S.BURCH,IR. UNDER REVOCABLE TRUST AGREEMENT i WITH ERNESTS.BURCH,7R. �f l I I $1.00 Together with such property conveyed to Trustee by Deed or Bill of Sale, or acquired by after the date of this Trust. i. I I , i icwrnvswrNwAyrNIRbRW.ty,,ugvtralIIr rSelRwQ _9_ . I SUMDULU "Br PLAN OF DISTRIBUTION OF TRUST ESTATE OF ERNEST S.BURCH,SR.,UNDER AGREEMENT DATED November 9,1999 Trustee shall divide the Trust Estate(including but not limited to any and all property received by Ttusim prior to Settlor's death,under Sctdors Last Will and Testament,proceeds of life insurance and all other properly forming a corpus hereof,before the payment of inheritance,estate or succession taxes,whether such taxes arc paid from this trust or any other source),into two(2)parts,one"Family"or"Credit Sheher", Part"A" and the second"Marital",Part"B",in the following manner,and each to be held on the following terms and conditions: PART" " A. Amount;Composition: Part"A,"the"Family"or"Credit Shelter"part,shall be such amount,if any,as when added to other property passing outside of ibis Trust Agreement(which is included in Settlor's gross estate for federal estate tax purposes and does not qualify for the marital or charitable deduction)will produce a federal estate tax in Settlots estate,prior to the use of such credits,equal to the total of the available unified credit and the cmdit for state death taxes(other than thou imposed solely to obtain the credit under Section 2011 of the Internal Revenue Code). This amount shall be computed before payment of death taxes and may be satisfied with cash or with assets in kind at their market value at the date of distribution. Property I ineligible for the marital deduction or excludable from Settlor's gross estate shall be allocated to this part,even if such allocation results in an overfunding. TERMS OF DISTRIBUTION Part"A"shall be held by Settlor's Trustee,on the terms and conditions as follows: i 1. Trustee may,in Trustee's uncontrolled discretion,if a corporate Trustee,or,if an individual Trustee,shall pay or advance to Seutor's oxecalor,or person or entity acting as the administrator of the final atfaus of Senior,including but not limited to a Trustee, administration expenses and estate and inheritance taxes(including the supplemental estate tax on certain qualified plan benefits,but not including any generation skipping transfer tax imposed on a direct skip),and other expense to facilitate the administration of settloes estate,with respect to property or interests subject to taxation by reason of Settlor's death,and whether passing under Settlor's will,or otherwise,without apportionment,and without reimbursement from the principal hereoL I 2. Bequests and Exercise of Powers: I BEQUESTS: A. Senor gives and bequeaths Settlor's anthropological research library and collections, Including but not limited to books,journals,pamphlets,maps,manuscripts,articles,reprints,card files,notes, tape recordings,photographs,records of professional activity,private correspondence,and computer records(in particular the materials in the Directory"ESB-PLDN')including but not limited to any and all copyrights (whether as to reproduction,derivative work,distribution of copies,performance display or the like,as set forth in Title 17 ofthe United States Code),and rights in the nature thereof or related thereto,to the ALASKA AND POLAR REGIONS DEPARTMENT,RASMUSON LIBRARY,MVERSITY OF ALASKA,FAIRBANKS, Alaska,subject to the following restrictions and further directions: CNtt F1,FSMeb,AJ,811,01a4YVR1i.WpWRL6t f3llay' 10 (a) All manuscripts,maps,card files,notes,photographs,taps recordings,records of professional activity and private correspondence,shall be known as"THE PAPERS OF ERNEST S.BURCH,M" (b) All field notes included in(a)that contain personal information that might possibly be embarrassing or otherwise damaging to the subjects of Stulor's research or to their immediate descendants arc not to be made available to researchers or othor interested panics until twenty years aHer Stulnr's death. Materials covered by this restriction as to availability are scattered throughout the files,but identifiable concentrations of perdncnt material include the following: (1) All non-white 5 x 8 inch file cards; (2)Everything in a letter-sized folder tilled"196445 Relationship Data",with individual entries having the form(ycar)(x)1numbu),which notes consist life transcription of much of the information indicated under(1); (c)the following materials are to be held and distributed and maintained as follows: (t)materials o€David Libbey:to a new collection to be known as"THE PAPERS OF DAVE?LIBBEY:' (2)materials of Charles Sheldon;to the pre-existing"OQUILLUK LEGACY COLLECTION." (3)materials of Robert and Marietta Spencer:to a new collection to be known as"THE ALASKA FIELD NOTES OF ROBERT FRANCIS SPENCER AND MARIETTA ELIZABETH SPENCER" (4)materials of Froelich Rahrey"to the preexisting"Papers of Froelich Rainey Collection,'University of Alaska,Fairbanks.[note;some ofthis material duplicates documents already in the collection,some does rrat.} (5)materials of Chados Lucien to a preexisting"Papers of Charles Limier Collection."[note:some of this material duplicates documents already in the collection,some does not]. (6)materials of Elizabeth Andrews:to a collection to be known as"THE PAPERS OF ELIZABETH ANDREWS." (7) as to the"KAW ERAK SHISHMAREF COLLECTION":Documents in the box ' labeled"master sef'should be destroyed. Documents in die box labeled"original sat" should be shipped to the President of the Shishmaref IRA Council,P.0.Box 72110, Shishmaref,AK.99772 Subject to the aforesaid directions and restrictions,all books,journals,pamphlets and other published materials may be inwrpora ixf into the general collections of the Library,or otherwise disposed of,as the - i Library's administrators see fit, B settloes Trustee shall pay such reasonable costs and expenses as requited to gather and ship the items described above to the University of Alaska. If the Rasmuson Library,University of Alaska,Fairbanks,does not accept this bequest in accordance with these terms and conditions,then Saltlor's Treat=shall dispose of such property as Senior's Trustee deems most appropriate,considering all than relevant circumstances. C: Senlor hereby gives,devises and bequeaths any shares of stock,common or prefenmd,or interests in the nature thereof owned by Senior at the time of Senior's death in The Seven Trees,Inc.,a Private i Foundation,anti shares of any kind or nature Settler own in"Beaumaris Land Company,"absolutely and free of trust,to Senior's beloved Wife,DEANNE M.BURCH,but if she does not survive Senior,then in equal shares, to Senior's children,KAREN E,BURCH, SARAH D,B.MILLER and DAVID S.BURCH,or the sutvivar of them. D. Senior hereby bequeaths to Settloes secretary,LOTS MYERS,the sum of$1,0310,00 i multiplied by the number of years she has worked for Settior,beginning with the year 1980. camnvawtt�.rxev+tircw'w.rwmgxwrrutau..•w -11- f E. Except as Senior may have provided in a memorandum signed by Senior and kept with the original of this Trust,or Settlor's Will or with Settlor's copy thereof,Settlor gives and bequeaths all of SenloYs remaining tangible personal property including all insurance policies thereon to Sanier's wife,DEANNE K _ BURCH,if she survives Settlor by thirty(30)days. I(Settlor's wife,DEANNE M.BURCH,does not survive Settlorby thirty(30)days,Settlor gives and bequeaths such of the above property to Senlor's children,or such of them as survive Settlor,in such shares as they may determine or,if they are unable to agree,in such approximately equal shares as Settlor s Trustee shall detcmduar% EXERCISE OF POWERS: 1,as Settlor, hereby exercise certain powers of appointment as follows: A. the power of appointment created in That Trust Agreement dated May 27,1957 [IF NOT TERMINATED BEFORE THE DATE OF SETTLOR'S DEATH)between Lena A.Burch,Settlor and First Seneca Bank and Trust Co.and Ernest S.Burch,Trustees,for the benefit of Settlor,in favor of NATIONAL CITY BANK OF PENNSYLVANIA,Trustee of that Trust under that certain Trust Agreement dated March 17,1988 with Ernest S.Burch,Jr,as Settlor to be held as if originally a part thereof. B. the power of appointment created in that Trust Agreement dated June 26, 1956 {IF NOT TERMINATED BEFORE THE DATE OF SETTLOWS DEATH)between Lena A.Burch,Settlor and Harrisburg Trust Company and Ernest S.Burch,Trustees,for the benefit of Settlor,Harrisburg Trust Company having resigned and First Seneca Bank and Trust Co.,now NATIONAL CITY BANK OF PENNSYLVANIA, having become Successor Trustee,in favor orNATTONAL CITY BANK OF PENNSYLVANIA,Trustee under that certain Trust Agreement dated March 17,1985 with Ernest S.Burch,Jr_ as Settlor to be held as if originally a part thereof C, the powers of appointment given mein the Trust of Emest$,Burch,Sr.,as Settlor dated January 8,1991,as amended,and in the trust of Elsie L.Burch,as Settlor,dated August 14,2003,to the successor trustee to Settlor of this trust,to be held as a part hereof,before the division of this Trust into Parts A f and A.on the terms and conditions hereof. D. I hereby waive the Power of Appointment in the Trust Agreement created by my wife, DEANNE M.BURCH,with herself as Trustee dated March 14,2000. I t During Spouse's Lifetime 3. Trustee,in its discretion,may pay the income and such portion of the principal of this Trust as Trustee decides from time to time for the support of Settlors spouse and to maintain the standard of living to which Settiofs spouse has become sccustomed. V 4. If Sattlor's spouse is living on the last day of a calendar year,Settlor's spouse shelf have the right. at any time on that day,to withdraw the greater of Five Thousand Dollars($5,000.00)or five percent(5 94o)of t the then aggregate value ofprincipal of the Trust,by written notice to the Trustee,and the Trust shall terminate as to such amount withdrawn. This right shall be exercisable annually,and is not comulative. Upon and After Spouse's Death 5. On the death of Setdoes spouse,this trust ahall terminate and Trustee shall pay the accumulated income,if any,to the estate of Senior's spouse,and the principal to such issue of Settlor,or their spouses,and on such terms and conditions,as Sentot's spouse d rcM,alone and in all events,by specific reference hereto in the Last Will and Testament of Setdoes spouse. To the cx1rm Scttloes spouse does notuercise this limited power - 1 of appointment,or dots not survive Senior,the principal remaining&ball be divided into a number of shares equal to the number of then hiving children of Settlor,but one share for any deceased child of Settlor who has ' cwrmrs»tiaras.waaanww.wm+oxmraiarauuare -12- r I fell issue then surviving. Each such share or part shall be held and distributed in further trust on the following terms and conditions: (1) Me Trustee shalt pay the net income from die trust and during the term of the host to the child for whom the trust was created,or the issue of the do eased child for whom the trust was created. j (2) As much of the principal of this bust as Trustee,in its solo discretion may,from time to time,think advisable for the support,maintenance,travel,housing,health care,and education of the Issue of Settlor,or during illness or emergency or any other like needs of such issue,shall be either paid to them or any of them by Trustee or else paid to tie person with whom such issue resides or to whom control or care of such issue has been eirrustcd,or else applied directly for their own benefit by Trustee,all without the intervention of a guardian. (3) When the child for whom the mast was created dies,or when the youngest child of a deceased child of Settler for whom a treat was crested hereunder attains the age of twenty-one(21),or when all ofsuch children of a deceased child of Settlor forwhom a trust was created hereunder die,(whichever first occurs),then the separate trust shall terminate,and Trustee shall then distribute the assets of the trust to or in trust for such one.or more persons or organizations,including the child's estate,his or her creditors,and the creditors of his or her estate,and on such terms as he or she alone and in ail events,may appoint by a Will or Trust in the nature of a Will disposing of property,specifically referring to this general power of appointment.In default of any appointment or insofar as any appointment is not effective,the Trust Estate shall pass: (a) to his or her ikon-living issue,per stirpes,or,if none, (b) to Settlers then-living issue,per stirpes(any portion tins accruing to a child for whom principal is then held in trust hereunder to be added to and thereafter treated as a part of such principal),or,if none, (c) absolutely and free of trust to THE SEVEN TREES INC. P ,B„ R. part"B;the"Marital Part"shall consist orthe remainder of thcTrust Estate. Part"B"shall be paid,distributed and/or held in further trust by Trustee on the following turns and conditions: Distribution of Income and Principal;withdrawals 1. Settler's spouse shall be entitled to all orthe income firm Part"B",payable in quarterly or more . frequent installments as Settlor's spouse determines. 2. No portion of the principal of the trust estate shall be used or applied to or for anyone except the spouse of Settlor. This provision is intended to create a qualified terminable interest in favor of Settlor`&spouse. i In addition,Settlor's spouse shall be emitted,at any time or times,to withdraw from the principal of the trust estate such amounts as she so desires,except that all of such withdrawals in the aggregate shall not exceed the sum of one million dollars,($1,000,000,00) 3. Trustee may use all or such part of the principal for the benefit of SWoes spouse,to maintain the standard ofliving of Settler's spouse or for the health,support and maintenance of Settler's spouse,as Trustee determines,and,only in the discretion of any corporate Trustee,for the comfort of Saltines spouse. Distribution Upon Spouse's Death d. 4n the death of sealoi s spouse,this trust shall terminate and Trustee shall pay the accumulated income,if any,to the estate ofSetdor's spouse,and tie principal to such issue of Settlor,or their spouses,and on such terms and conditions,as Settler's spouse directs,alone and in all events,by specific reference hereto in the 3 c.,rnhnw.orb.F.xz+cemwcua�aam,xramesrra.r+ -13- Lest Will and Testament of Settlors spouse. To the extent Settlors spouse does not exercise this limited power of appointment,or does not survive Settlor,the principal remaining principal shall be held on the terms and conditions set forth above,at Part A,paragraph 5. C. Trustee shall pay any increase in federal estate or inheritance taxes or administration expenses in the estate of Settlors spouse caused by the inclusion of this Marital Trost or Part"B"for tax purposes in the estate of Stulor's spouse,from principal of Part"B". Trustee may rely upon a written statement from the executor of Settlors spouse or person or entity acting as the administrator of the final affairs of Settlor"s spouse, including but not limited to a Trustee,as to the amount of such tax or expense. D. Settlors spouse shall have the right to compel Tmstee to invest in income-producing property,as to investments in Part"B". E. In the event Settlors spouse and Settlor should die under circumstances which render the order of their deaths uncertain,for the purposes of this Trust it shall be conclusively presumed that Senior's spouse survived Settlor. In such event,however,or in the event that Settlofs spouse shall die within six(6)months of the date of Settlors death,(in lieu of the amount above specified),Part"B"shall consist of that amount(but no more)of the principal held hereunder(without deduction for estate or inheritance taxes)which must be added to the value of all other property for which the marital deduction is allowed,in order to give Settlors estate a marital deduction which would result in the lowest total of federal estate tax on Settlors estate and Ser loi s spouse's estate. Such amount shall be determined on the assumption that Settlors spouse died after Settlor on the date of Settlers death and that Settlors spouse's estate was valued as of the dale upon(and in the manner in) which Settlers estate is valued for federal estate tax purposes. '� Y)tct.�ff i ERNM S.BURCII,S r t 1 I I ew musv.�,ixaven"�wumwe va riser a erRwa -14- I , 4 ERNEST S. BURGH, JR. Re: Trust Agreement dated February 16,2004 between ERNEST S.BURCH,JR. as Settlor and Trustee 2007 Sir: Pursuant to the tights reserved to the undersigned underArticle V(a)of the above Trust,the undersigned wishes to and does hereby amend the above Trust as set forth herein. In all respects,other than those specifically set forth below,the terms and conditions of the above Trust are ratified and confirmed,in their entirety. 1. "Article VII Powers of Trustee is hereby deleted, and the following Article VII is substituted therefor. "Article VII Powers of Trustee Trustee shall provide Information to parties In interest in and to the Trust, at such time or times,and In such detail and manner as Trustee deems appropriate,and as required by law. No accounting shelf be required routinely by a court,but Trustee and any beneficiary shall be entitled at any time to seek a"Non-judicial settlement"of any issue relating to the Trust, and each is urged to do so without judicial intervention. If a party has not in good faith-as determined by Trustee-sought,nor agreed to such: .non-judicial settlement,"and seeks a remedy in a court of Gompetentjurisdiction,that party shall bear all of the costs and expenses-including but not limited to reasonable legal, accounting and other fees-of the proceeding, regardless of the outcome thereof, and the sole and exclusive remedy for the improper unreasonable imprudent negligent, grossly negligent,reckless,or other unlawful conduct by Trustee shall be removal of the Trustee;In no event shall a Trustee be surcharged or subjected to payment of any consequential or punitive damages by reason of his,her,or its service as Trustee hereunder. To the extent this provision is not fully enforced by any court,then and In such events Sattlor directs that the maximum damages,surcharge,or reimbursement required of a Trustee shall not exceed the sum of$5,000. These provisions are Inserted forthe purpose of encouraging Trustee to act hereunder,without concern for beneficiary retaliation,and for the purposes of seeking to avoid long,extended,difficult and expensive proceedings necessarily attendant to ajudicial resolution of the issue,and to maintain family harmony. Also: 1. Out of Court SettlEmentrNon-Judicial Settlement Agreement": Trustee is urged to seek and pursue and resolve any account or question concerning the administration,distribution,or otherwise of a trust by agreementwith all the then legally competent beneficiaries who are eligible to receive income and-if there are any-either(1)with all their then legally competent living descendants or(2) with all the legally competent persons whom Trustee determines would be entitled to receive a share of the principal if all the beneficiaries who are eligible to receive income had died immediately prior to the date of the agreement (disregarding powers of appointment). However, a. If Trustee determines that there is no legally competent person to make an agreement, then the agreement may be made by the legal representative, legally competent spouse or oldest legally competent relative of the closest degree of each person specified above; and b, If an addition is made by will or from another trust, Trustee may accept the statement of the fiduciary that the property delivered to Trustee constitutes all the property to which Trustee is entitled. Trustee shall have no duty to require the fiduciary to state an accounting of his, her or its administration or to inquire Into any action of the fiduciary, and only shall be responsible for the property which Trustee receives. 2, Effect: Any settlement under the above paragraph shall bind all persons who may ever be interested in the trust,and shall effectively release and discharge Trustee, to the fullest extent of the law. 3. Powers. Except as otherwise specifically provided herein,and in addition to the powers granted Trustee by law, (all of which shall be exercised by Trustee without posting bond or furnishing sureties in this or any other Jurisdiction, and without court order or approval), the Trustee shalt hold and manage the fund, when so collected,together with such other property as may be acquired, during the existence of this Trust, all of which property will hereinafter be referred to as the 'Trust Estate", or"Trust" being any trust or trusts created herein or in Schedule"B"hereof,upon the following terms and conditions and with the following powers and authorities: A. RETAIN ASSETS: Tor etain all or any part of the trust In the form in which it was acquired as long as it deems advisable; B.B. DISPOSE OF PROPERTY: To sell, exchange, partition, lease, option, or I otherwise dispose of any property or part thereof, real or personal,which may at any time form part of this Trust Estate at public or private sale for such purposes and upon such terms,Including sales on credit with or without security,In such manner and at such prices as it may determine, including the right to lease real Estate for periods in excess of five years and for a term expiring after the termination of any trust,and including the right to deal in real Estate ventures as a general or limited partner. in the event of a sale,exchange, partition,lease or option of any of the property of this Trust Estate,there shall be no liability on the part of the purchaser or purchasers to see to the application of the purchase money, but the same shall be held and disposed of by such purchaser or purchasers free and clear of any of the provisions of any trust created hereby; C. AUTHORIZED INVESTMENTS: To invest or reinvest the Trust Estate in any property,real or personal,of any kind or nature,including stocks, bonds, mortgages, other securities and common trust funds of, or mutual funds owned or managed or advised by the Corporate Trustee,and reasonable compensation may be paid therefor,if any,without being limited or restricted to Investments as now or may hereafter be prescribed for trustees by law including the right to acquire,sell or retain stock In the Corporate Trustee. Trustee may invest, reinvest, buy, sell or trade options, puts, calls, or any other type of financial Instrument,the nature of which need not be contemplated or in existence at the time this trust is created. i D. REGISTER SECURITIES: To register securities in its name as Trustee or In the name of any nominee or in the name of a broker,or to take and keep the same unregistered and retain them or any part thereof in such condition that they will pass by delivery without disclosing the fact that the property is held in a fiduciary capacity; E. LOANS; ADVANCES: To make any loans, or advances either secured or unsecured in such amounts,upon such terms,at such rates of interest and to such persons, firms, corporations or the executor or administrator of Settlor's Estate or the Estate of Settler's Wife or otherwise to facilitate such Estate administration without Interest and without reimbursement for the purpose of the payment of taxes,debts and administration expenses; provided, however, that any benefits from a qualified employee benefit plan received by the Trustee shall not be used for the payment of such taxes,debts or expenses, if not includible In Settler's gross Estate for federal Estate tax purposes nor funds otherwise eligible for the Marital Deduction; F. RETENTION IN CASH: To retain for reasonable periods the principal or corpus, or any part thereof of this Trust Estate in the form of cash; G. 'BORROW MONEY: To borrow money for any purpose on any terms in connection with the administration of or Investment In assets of this Trust Estate;execute promissory notes or other obligations for the amounts so borrowed and secure the payment of any amounts so borrowed by mortgage or pledge of any real or personal property which may at any time form a part of this Trust Estate; H. VOTE SECURITIES: To vote any securities upon any proposition or election at any meeting and to grant proxies,discretionary or otherwise;to join in or become a part of any reorganization, readjustment, merger, voting trust, consolidation or exchange and to deposit any such securities with any committee,depository,trustee or otherwise and to pay out of this Trust Estate any fees, expenses and assessments, Incurred In connection therewith and to charge the same to principal or income as Trustee may see fit;to exercise conversion,subscription or other rights,or to sell or abandon such rights and to rece€ve and hold any new securities issued as a result of such reorganization, readjustment, merger, voting trust,consolidation,exchange or exercise of subscription,conversion or other rights; and generally take all action in respect to any such securities as Trustee might or could do as absolute owner thereof; to vote any stock in the corporate trustee; I. ALLOCATE RECEIPTS,EXPENSES: In Trustees discretion,to allocate toeither principal or income or between them any and all taxes (especially capital gains taxes)or receipts or expenses which Trustee may be required to pay on behalf of this Trust Estate, but in no event shall the income of any marital deduction trust created herein be reduced by the exercise of this power. Income of the trust shall include all amounts received from Individual Retirement Accounts and Trusts ("IRAs") and employee benefit plans qualified under Section 401(a)of the Code except amounts attributable to contributions to IRAs and plans which were not deductible by the Grantor for federal income tax purposes. S, DISTRIBUTE CASH OR KIND, NON-PRORATA. To divide or distribute, whenever it is required or permitted, this Trust Estate and to make such division or distribution in kind or in money or partly in kind and partly in money,and the judgment of the Trustee as to the value of the different items shall be conclusive and final upon the beneficiaries;to make non-prorata distributions of assets In kind; —..a!+±svt,,"r,�^tsxrw >� l�f!.1.• '*4j�.:>�.._ Y.i�v.�� K. CONSOLIDATED FUND; To hold and administer the trusts created hereby in one or more consolidated funds in whole or In part in which the separate trusts orfunds shall have an undivided interest; L. COMPROMISE CLAIMS: To compromise claims,on such terms and conditions as Trustee, in Trustee's sole and exclusive discretion,deems appropriate without obtaining court approval thereof. M. ENGAGE EXPERTS: To engage attorneys,investment counsel,accountants, agent and such other persons as It may deem advisable in the administration of this Trust Estate and to make such payment therefor as It may deem reasonable and to charge the expenses thereof to income or principal as it maydetermine and to delegate to such persons any discretion which It may deem proper. The Trustee shall not be liable forany negligence, omission or wrongdoing of such counsel or agent,providing reasonable care was exercised in their selection; N. PRINCIPAL TO MINOR: if the principal of any trust is payable to a person or persons under the age of twenty-one(21)years,the Trustee shall continue the term of the trust as to the person or persons under the ago of twenty-one(21)years,until he, she or they attain twenty-one(21)years of age,meanwhile paying overto the person underthe age of twenty*one (21) years, or for their use and benefit, the proportionate share of the net Income of the trust: "o. PROHIBITION AGAINST SALE: No title in any Trust Estate,or in the income accruing therefrom,or in its accumulation shall vest in any beneficiary,and no beneficiary shall have the right or power to transfer,assign,anticipate,or encumber his or her interest in the Trust Estate,or in the income therefrom,priorto the actual distribution thereof by the Trustee to the beneficiary. Further neither the income nor the principal of any Trust Estate shall be liable in any manner,in the possession of the Trustee for the debts,contracts,or engagements of any beneficiary. P. FACILITY OF PAYMENT: If the trustee shall, in the exercise of Its sole and absolute discretion, determine that circumstances exist making it clearly contrary to the best interests of a beneficiary to receive a distribution of principal which is otherwise required to be made hereunder,the Trustee may refrain from making all or any part of such distribution until the trustee determines that such circumstances no longer exist. Circumstances in a beneficiary's life that would justify exercising such discretion include, without limitation„ being a defendant In serious litigation or being involved in bankruptcy proceedings or similar financial or matrimonial difficulties, being physically, mentally or emotionally unable to properly administer the assets to be distributed, or living under a form of government or other condition making it highly likely that the assets to be distributed would be subject to confiscation or expropriation, but nothing herein shall be deemed to impair the duty of Trustee to pay income to Settlor's Wife under any trust herein qualifying for the marital deduction (it created herein), unless Settior's Wife is declared legally incompetent. Q. VESTING: No trust created herein,or by exercise of a power of appointment hereunder,shall continue for more than twenty-one(29)years afterthe death of the last to die of Settler and the beneficiaries in being at the date of Settlor's death. Any property still held in trust at the expiration of that period shall immediately vest In and be distributed to the person or persons then entitled to receive or have the benefit of the income therefrom in the proportions in which they are entitled thereto,or if their interests are indefinite,then In equal shares, per stirpes. R. TERMINATION: If at anytime during the term of this Trust,Trustee determines, In its sole discretion,that the corpus of the Trust has become too small to be practical,or uneconomical to continue,then Trustee may distribute the corpus of the Trust Estate to the then income beneficiary or beneficiaries in accordance with the portions of income to which each beneficiary is entitled, or if such portions are not specifically set forth herein,then in such amounts as it deems appropriate. S, ADOPTED CHILDREN INCLUDED: The words "child, children or issue or descendants" as used in this Trust, shall include adopted children and adopted grandchildren, and children or grandchildren barn or adopted after the date of this Trust, unless expressly stated to the contrary. T. BUSINESS AUTHORITY: If the Trust Estate includes any interest which the Settler had in a business at the time of Settior's death, whether the same is a sole proprietorship, a partnership or a corporation in which Settler owned all or a substantial portion of the stock,the Trustee is authorized to continue the business, without order of court,until such time as It deems it advisable to sell,liquidate ordistribute the same in kind. Trustee shall have all rights and powers in connection with the business as the Settler had when living,including byway of example and not limitation,the powers to operate orjoin in the operation thereof as a going concern, to form or re-form a general or limited partnership, to incorporate or re-Incorporate and to liquidate or sell the same or any part thereof, all as it deems advisable for the best interests of the Trust Estate and of the beneficiaries thereof, without any liability for loss resulting from the operation of the business except where such loss is the result of gross negligence or fraud on the part of the Trustee. The Trustee shall be entitled to receive for its services in connection with the business, such additional compensation as may be commensurate therewith. U. DISCRETIONARY POWER: In exercising discretionary powers granted to Trustee under this Trust, Trustee may give due regard to the assets and income of the beneficiary, other than assets and benefits under any trust created hereunder. V. POWERS THROUGH FINAL DISTRIBUTION: All powers and authorities granted to Trustee hereunder shall be fully exercisable by Trustee through and including final distribution of assets hereunder,even though the Trust may have terminated earlier. W. ALLOCATION OF ASSETS: Trustee may allocate assets among the beneficiaries(including any trust.hereunder)without regard to the income tax basis of any such assets. X. PROTECTION OF MARITAL DEDUCTION: Notwithstanding anything to the contrary herein or in Schedule"B"hereof,no power,authority ordiscretion given to Trustee hereunder or in Schedule"Whereof shall be construed in any mannerwhich shall result in a disallowance of the marital deduction for any marital trust created for the benefit of Settior's Wife, otherwise eligible for the marital deduction, if created hereunder, and any such power or authority which is construed to have such effect is void,hereby revoked,and to no effect, as if not set forth herein, in Trustee's discretion. Y. EMPLOYEE BENEFIT ELECTION: Trustee,in addition to all powers granted by law, is hereby authorized to make such election In connection with settlements under employee benefit plans in which Settlor has an Interest as Trustee deems most advantageous under all the circumstances, If the trustee is named as the beneficiary of any individual Retirement Account under Code Section 408("IRA"),the trustee shall elect a distribution option under the IRA which permits the trustee In the trustee's discretion to accelerate distributions and to receive one or more lump sum payments from such IRA so that the trustee has the flexibility to withdraw principal in the trustee's discretion from the IRA. If such an option is not available in the IRA,the trustee shall take all necessary action to cause such IRA to be transferred to anew IRA which continues to he established in the name of the settior and of which the trustee continues to be named beneficiary and which offers such flexibility and.which is qualified under Code.Section 408; provided however, that such transfer is not treated as a taxable distribution for income tax purposes. Furthermore,the trustee will take all necessary action and will submit to the administrator, custodian, or trustee of any IRA payable to the trust all documentation required to cause distributions to a trust to be treated as being paid to the appropriate beneficiaries of the trust for purposes of the minimum distribution requirements and for purposes of computing the allowable distribution pursuant to Code Section 401(a)(9)or other comparable Code provisions which are applicable. Z. EDUCATION DEFINED: The word"education"as use in this Trust shall mean and include, but not be limited to primary, secondary, collegiate and/or post-graduate education in private or parochial school, college, trade school or graduate school. It is Settlor's intention In granting Trustee the power to expend funds for"education"that the word"education"be interpreted broadly by Trustee. AA. OCCUPANCY OF RESIDENCE: To permit any beneficiaryor beneficiaries to occupy rent free any residence constituting a part of the assets of a trust for such beneficiary or beneficiaries and to pay the real Estate taxes thereon, expenses of maintaining the residence in suitable repair and condition and hazard insurance premiums on the residence;provided, however,the Trustee shall not exercise this power in any way which would deprive Settior's Wife of the beneficial enjoyment of Part"B"and such Wife shall have the right to limit, restrict or terminate the Trustee's exercise of this power if it interferes with such beneficial enjoyment. BB. LIMITATION ON TRUSTEE POWER: No person at any time acting as a Trustee hereunder shall have any power or obligation to participate in any discretionary authority Settlor has given to Trustee to pay the income or principal to such person or for his or her benefit or in relief of his or her legal obligations. Further, no Trustee who is a beneficiary of one of the trusts, or who is legally obligated to support a beneficiary, shall ever participate in(1)the exercise of, or decision not to exercise,any discretion to pay income or principal to,orto apply income or principal for the benefit of, any beneficiary(including discretion to allocate funds among a group of beneficiaries and discretion to accumulate income), (11) the determination whether a beneficiary is disabled, (Iii)the decision to end any trust, (iv)the exercise of discretion to allocate receipts or expenses between principal and income, (v)decisions to exercise tax options, (vi)a decision to make payments to aid in the settlement of Settlor's Estate, (vii) the selection of a custodian for a minor's property, (viii)the selection of the property to be allocated to the marital deduction trust, (ix)the decision to combine or divide trusts, or(x) the amendment of the trust by a Trustee hereunder. If such issue arises, then the Successor Trustee shall resolve such issue,whereupon Trustee shall revert to that office. CC. CONSULTATION WITH OTHERS: Trustee is directed to consultwith Settlor's Wife in connection with any investment of the Trust. DID. GENERATION SKIPPING: in Settler's Trustee's sole discretion to allocate such exemptions as are available as to the generation skipping transfertax to any property, to exclude any property from that allocation and to make all related allocations thereto. No beneficiary shall have any claim against Settlor's Trustee for exercising or not exercising such allocation powers as granted herein. Further, Trustee is authorized to divide any trust created hereunder Into two separate trusts so that the inclusion ratio for generation skipping transfer tax purposes shall be either zero or one for each such separate trust. Any such separate trust shall have the identical provisions as the original trust. If trusts are created,the Trustee may,at any time prior to a combination of such trusts: (1) make different tax elections (including the allocation of Senior's available generation-skipping tax exemption from the federal generation-skipping transfer tax)with respect to each separate trust; (2)expend principal and exercise any other discretionary powers with respect to such separate trusts differently; (3) invest such separate trusts differently; and (4) take all other actions consistent with such trusts being separate entities. Further, the donee of any power of appointment with respect to any trust so divided may exercise such power differently with respect to the separate trusts created by the division. Settior exonerates Trustee from any liability arising from any exercise or failure to exercise these powers, provided the actions (or inactions)of Trustee are taken in good faith. If Trustee exercises the special election provided by Section 2652(a)(3) of the Internal Revenue Code,as amended,as to this Trust,Settlor authorizes Trustee in its sole discretion at any time prior to the funding of the trust by an instrument filed with the trust records to divide the trust property into two fractional share trusts,one based upon Senior's generation skipping transfer exemption allocated to the trust and the second being the balance of the trust property. If a trust hereunder would be partially exempt from generation-skipping tax by reason of an allocation of generation-skipping tax exemption to it,before the allocation the Trustee, in its discretion,may divide the trust into two separate trusts of equal or unequal value,to permit allocation of the exemption solely to one trust which will be entirely exempt from generation-skipping tax. in addition,if a trust hereunder is entirely exempt or entirely 5 non-exempt from generation-skipping tax and adding property to the trust would partially subject it to generation-skipping tax,the Trustee,in its discretion,may hold that property as a separate trust in lieu of making the addition. Except as otherwise provided in this Instrument, the trusts created herein shall have the same terms and conditions, but the Trustee shall not make discretionary distributions from the income or principal of the exempt trust to beneficiaries who are non-skip persons so long as any readily marketable assets remain in trust other than the exempt trust. Upon division or distribution of an exempt trust and a non-exempt or partially exempt trust held hereunder, the Trustee, in its discretion, may allocate property from the exempt trust first to a share from which a generation- skipping transfer is more likely to occur. If any portion of a trust named for a beneficiary hereunder, In the absence of any testamentary power of appointment granted under this instrument to that beneficiary,would Immediately incur a federal generation-skipping tax upon the beneftclary's death as a result of a taxable termination,then in addition to any other power of appointment granted to that beneficiary under under this instrument,the beneficiary may appoint that portion to the creditors of his or her estate. To the extent that the foregoing general power of appointment is in existence on the beneficiary's death, then unless the beneficiary directs otherwise by will, the trustee shall pay to the personal representative of the beneficiary's estate, from the portion of the trust to which the power pertains,the amount, if any, by which the estate and inheritance taxes payable In any jurisdiction by reason of the beneficiary's death shall be increased as a result of the Inclusion of that portion in the child's estate for such tax purposes, as certified in writing by that personal representative. EE. RESERVES: To maintain reasonable reserves for depreciation, depletion, amortization and obsolescence. FF. TRUSTEE'S POWER TO AMEND: Trustee-if and only if it is a _ corporate Trustee-shall have the power in its sole discretion, by an instrument fired with the trust records to amend the diapositive or administrative provisions of this indenture(including the provisions relating to the trustee); provided that only descendants of the grantor(or their estates)or charitable organizations described in Sections 2055(a)and 2522(a)of the internal Revenue Code,as amended,shall be beneficiaries and the grantor shall not he given any right or powerwith respect to the trust property. If any Trustee,corporate or otherwise, determines that Settlor's intent is being undermined by law,circumstances,changed conditions or public policy,then, the Trustee shall have the power,without court approval,to amend the trust in the trustee's sole and absolute and uncontrolled discretion by written instrument delivered to the available adult beneficiaries. Provided however that this power of amendment shall not be exercised in a mannerthat directs that all or any portion of the trust be distributed to or forthe benefit of(1)the trustee or the settlor,(?-)the trustee's estate or the Settlor's estate, (3)the trustee's creditors or the Settlor's creditors,or(4)the creditors of the trustee's or the Settlor's respective estates. Further,Trustee shall not exercise either of these powers in such a way that a trust otherwise eligible forthe marital deduction,or otherwise eligible as a qualified domestic trust does not qualify as such. GG, REAL ESTATE: It is Settior's intention that the contribution of real estate hereto by SetUor shall be free from real estate transfer taxes,either as a Living Trust,or as an Ordinary Trust(see Section 1101-C). Accordingly, no real estate forming a part of the Trust Estate which has been contributed hereto by Settlor,or proceeds or income or other benefit from such real estate contributed by Settlor shall be distributed or eligible to be distributed to a beneficiary to whom the distribution would have generated a Real Estate Transfer Tax being payable if conveyed by Settlor directly to that person. Further,any real estate contributed by Settlor to the Trust Estate, or proceeds or income or other benefit from such real estate contributed by Settlor shall be distributed,during Settlor's life, solely for the benefit of Settlor. " 2. Schedule "B", "Plan of Distribution of Trust Estate of ERNEST S. BURCH, JR. Under Agreement dated February 16, 2004" is deleted in its entirety and the following Schedule "B", Plan of Distribution of Trust Estate of ERNEST S. BURCH, JR. is substituted in Its place: "'SCHEDULE "B" PLAN OF DISTRIBUTION OF TRUST ESTATE OF ERNEST S. BURCH,JR., UNDER AGREEMENT DATED February 16,2004 Trustee shall divide the Trust Estate (including but not limited to any and all property received by Trustee prior to Settlor's death, under Settlor's Last Will and Testament, proceeds of life insurance, and all other property forming a corpus hereof, before the payment of inheritance,estate or succession taxes,whether such taxes are paid from this trust or any other source),into two(2)parts,one"Family"or"Credit Shelter", Part"A"and the second"Marital",Part"B",in the following manner,and each to be held on the following terms and conditions: PART"A" A. Amount; Composition: Part "A," the "Family" or"Credit Shelter" part, shall be such amount,if any, as when added to other property passing outside of this Trust Agreement (which is included in Settlor's gross estate for federal estate tax purposes and does not qualify for the marital or charitable deduction)will produce a federal estate tax in Settlor's estate,prior to the use of such credits,equal to the total of the available unified credit and 'the credit for state death taxes(other than those Imposed solely to obtain the credit under Section 2011 of the Internal Revenue Code). This amount shall be computed before payment of death taxes and may be satisfied with cash or with assets in kind at their market value at the date of distribution. Property ineligible for the marital deduction or excludable from Settlor's gross estate shall be allocated to this part,even if such allocation . results in an overfunding. TERMS OF DISTRIBUTION Pad"A"shall be held by Settlor's Trustee, on the terms and conditions as follows: 1. Trustee may, in Trustee's uncontrolled discretion, if a corporate Trustee, or, if an individual Trustee,shall pay or advance to Settlor's executor,or person or entity acting as the administrator of the final affairs of Settlor, including but not limited to a Trustee, administration expenses and estate and inheritance taxes (including the supplemental estate tax on certain qualified plan benefits, but not including any generation skipping transfertax imposed on a direct skip), and other expense to facilitate the administration of Settlors estate, with respect to property or interests subject to taxation by reason of Settior's death, and whether passing under Settlor's will, or otherwise, but, to the fullest extent allowable by law or any governing instrument, Trustee shall recover from any property or interests passing outside of my will all other death taxes, but not generation skipping transfer taxes, that my Trustee may be required to pay by reason of my death." 2. Bequests and Exercise of Powers: BEQUESTS: So tong as this does not duplicate a like gift in Settlor's Will: 1. Settlor gives and bequeaths Settlors anthropological library of published and "gray literature" material, including but not necessarily limited to, books, journals, pamphlets, articles, and reprints to The Arctic Studies Center, Anchorage Museum Of History And Art. Settlor gives and bequeaths Settlor's materials of Charles V. Lucler to a preexisting ,,CHARLES V. LUCIER (B. 1926)PAPERS°Collection In the Archives And Manuscripts Department, University Of Alaska Anchorage,Anchorage,Alaska. Settlorgivas and bequeaths Settlor's anthropological research collections,including but not limited to maps,manuscripts,card files,typewritten and handwritten notes,diaries, theses, tape recordings, photographs, sketches, records of professional activity, private correspondence, and computer records (except for the materials in the Directory "ADMIN.PERS." or similar material) including but not limited to any and all copyrights (whether as to reproduction,derivative work,distribution of copies,performance display or the like,as set forth in Title 17 of the United States Code),and rights in the nature thereof or related thereto, to the Alaska And Polar Regions Department, Elmer E. Rasmusen Library, University Of Alaska Fairbanks, Fairbanks, Alaska, subject to the following restrictions and further directions: (a) All manuscripts,maps,card files, notes,photographs,tape recordings,records of professional activity and private correspondence,shall be known as"THE PAPERS OF ERNEST S. BURCH, JR." (b) All field notes included in (a) that contain personal information that might possibly be embarrassing or otherwise damaging to the subjects of Settlors research orto their immediate descendants are not to be made available to researchers or other interested parties until ten (10)years after Settlor's death. Materials covered by this restriction as to availability are scattered throughout the files,but identifiable concentrations of pertinent material include the following: (1) All non-white 5 x 8 inch file cards; (2) Everything in a letter-sized folder titled "1964-65 Relationship Data", with individual entries having the form (year) (x):(number), which notes consist of a transcription of much of the information indicated under(1); (c)the following materials are to be held and distributed and maintained as follows: (1) materials of David Libbey: to a new collection to be known as "THE PAPERS OF DAVID LIBBEY." (2) materials of Charles Sheldon: to the pre-existing "OQUiLLUK LEGACY COLLECTION." (3) materials of Robert and Marietta Spencer: to a new collection to be known as"THE ALASKA FIELD NOTES OF ROBERT FRANCIS SPENCER AND MARIETTA ELIZABETH SPENCER." (4) materials of Froelich Rainey: to the preexisting 'PAPERS OF FROELiCH RAINEY COLLECTION,"Universkyof Alaska,Fairbanks. [note: some of this material duplicates documents already in the collection, some does not.) (5) materials of Elizabeth Andrews: to a collection to be known as "THE PAPERS OF ELIZABETH ANDREWS." (d) as to the "KAWERAK SHISHMAREF COLLECTION": Documents in the box labeled"master set"should be destroyed. Subject to the aforesaid directions and restrictions, all books, journals, pamphlets, REPRINTS and other published materials maybe incorporated into thegenerai coilecfions of the Library,or otherwise disposed of, as the Library's administrators see fit; (e) Settlor's Trustee shall pay such reasonable costs and expenses as required to gather and ship the items described above to the University of Alaska,orThe University of . Alaska Fairbanks. If the Resmusen Library, University of Alaska Fairbanks, does not accept this bequest in accordance with these terms and conditions,then Settioes Trustee shall dispose of such property as Settioes Trustee deems most appropriate, considering all then relevant circumstances. 2. Settlor hereby gives, devises and bequeaths any shares of stock, common or preferred,or interests in the nature thereof owned by Settior at the time of SeMor's death in The Seven Trees, Inc., a Private Foundation, and shares of any kind or nature Setttor owns in "Beaumaris Land Company,"absolutely and free of trust, to Settiors beloved Wife,DEANNE M. BURCH, but if she does not survive Settlor, then in equal shares, to Settlor's children,KAREN E. BURCH, SARAH D. MILLER and DAVID S. BURCH,or the survivor of them, so long as this does not duplicate a like gift in Settlor's Will. 3. SETTLOR hereby bequeath to Settlor's secretary, LOIS MYERS, the sum of $2,000.00 multiplied by the number of years she has worked for Settlor,beginning with the year 1980,so long as this does not duplicate a like gift In Settlor's Will, 4. Except as Settlor may have provided in a memorandum signed by Settlor and kept with the original of this Trust, or Settlor's Will or with Settlor s copy thereof,Settlor gives and bequeaths all of Settlor's remaining tangible personal property including all Insurance policies thereon to Settlor's wife,DEANNE M.BURCH,if she survives Settlorby thirty(30)days, if Settlor's wife,DEANNE M.BURCH,does not survive Settlor by thirty(30)days,Settlor gives and bequeaths such of the above property to Settlor's children, or such of them as survive Settlor, in such shares as they may determine or, if they are unable to agree, in such .approximately equal shares as Settlor's Trustee shall determine. EXERCISE OF POWERS: Settlor hereby exercises the powers of appointment given Settior in the Trusts of Ernest S. Burch, Sr.,as Settlor dated January 8. 1991 and as amended,and in the trust of and Elsie L.Burch,as Settlor,dated August 14,2003,In Trust to the successor to Settlor as the initial Trustee,under this Trust Agreement dated February 18,2004, Settlor hereby waives the Power of Appointment in the Trust Agreement created by Settloes wife, DEANNE M. BURCH, with herself as Trustee dated February 16, 2004. During Spouse's Lifetime 3. Trustee,in its discretion,may pay the income and such portion of the principal of this Trust as Trustee decides from Time to time forthe support of Settler's spouse and to maintain the standard of living to which Settlor's spouse has become accustomed. 4. If Settler's spouse is living on the last day of a calendar year,Settlor's spouse shall have the right, at any time on that day,to withdraw the greater of Five Thousand Dollars ($5,000.00)or five per cent(5%) of the then aggregate value of principal of the Trust, by written notice to the Trustee, and the Trust shall terminate as to such amount withdrawn. Thls right shall be exercisable annually,and is not cumulative. Upon and After Spouse's Death 5. On the death of Settlor's spouse,this trust shall terminate and Trustee shall pay the accumulated income,if any,to the estate of Settlor's spouse, and the principal to such issue of Settlor, or their spouses, and on such terms and conditions, as Settlor's spouse directs,alone and In all events,by specific reference hereto in the Last Will and Testament of Settlor's spouse. To the extent Settler's spouse does not exercise this limited power of appointment, or does not survive Settior, the principal remaining shall be divided into a number of shares equal to the number of then living children of Settlor,but one share for any deceased child of Settler who has left issue then surviving. Each such share or part shall be held and distributed in further trust on the following terms and conditions: (1) The Trustee shall pay the net income from the trust and during the term of the trust to the child for whom the trust was created,or the issue of the deceased child for whom the trust was created, (2) As much of the principal of this trust as Trustee,in its sole discretion may, from time to time, think advisable for the support, maintenance, travel, housing, health care, and education of the issue of Settlor,or during illness or emergency or any other like needs of such issue,shall be either paid to them or any of them by Trustee or else paid to the person with whom such issue resides or to whom control or care of such l issue has been entrusted, or else applied directly for their own benefit by Trustee, all without the intervention of a guardian. (3) When the child for whom the trust was created dies, or when the youngest child of a deceased child of Settlor for whom a trust was created hereunder attains the age of twenty-one (21), or when all of such children of a deceased child of Settlor for whom a trust was created hereunder die, (whichever first occurs), then the separate trust shall terminate,and Trustee shall then distribute the assets of the trust to or in trust for such one or more persons or organizations, including the child's estate, his or her creditors,and the creditors of his or her estate,and on such terms as he or she atone and in all events, may appoint by a Will or Trust in the nature of a Will disposing of property, specifically referring to this general power of appointment. in default of any appointment or insofar as any appointment Is not effective,the Trust Estate shall pass: (a) to his or her then-living issue, per stirpes, or, if none, (b) to Settlor's then-living issue,per stirpes(any portion thus accruing to a child for whom principal is then held in trust hereunder to be added to and thereafter treated as a part of such principal), or, if none, (c) absolutely and free of trust to THE SEVEN TREES INC. PART"B" B. Part "B;'the "Marital PaW shall consist of the remainder of the Trust Estate. Part "B" shall be paid,distributed andfor held In further trust by Trustee on the following terms and conditions: Distribution of Income and Principal; Withdrawals 1. Settlor's Wife shall be entitled to all of the Income from Part "B", payable in quarterly or more frequent installments as Settlors Wife determines. 2. No portion of the principal of the trust estate shall be used or applied to or for anyone except the spouse of Settlor. This provision is intended to create a qualified terminable interest in favor of Settlor's spouse. in addition, Settlor's spouse shall be entitled, at any time or times, to withdraw from the principal of the trust estate such amounts as she so desires,except that all of such withdrawals in the aggregate shall not exceed the sum of one million dollars, ($1,000,000.00) 3. Trustee may use all or such part of the principal for the benefit of Settlors spouse,to maintain the standard of living of Settlors spouse or forthe health,support and maintenance of Settlors spouse,as Trustee determines,and,only in the'discretien of any corporate Trustee, for the comfort of Settlor's spouse. Distribution Upon Spouse's Death 4. On the death of Settlor's spouse,this trust shall terminate and Trustee shall pay the accumulated income, if any,to the estate of Settlor's spouse, and the principal to such issue of Settlor, or their spouses, and on such terms and conditions, as Settler's spouse directs, alone and in all events, by specific reference hereto in the Last Will and Testament of Settlor's spouse. To the extent Settlors spouse does not exercise this limited power of appointment,or does not survive Settior,the principal remaining principal shall be held on the terns and conditions set forth above, at Part A, paragraph 5. C. Trustee shall pay any increase in federal estate or inheritance taxes or administration expenses in the estate of Settlor's spouse caused by the inclusion of this Marital Trust or Part"i3"for tax purposes in the estate of Settlor's spouse,from principal of Part"B". Trustee may rely upon a written statement from the executor of Settlors spouse or person or entity acting as the administrator of the final affairs of Settler's spouse, including but not limited to a Trustee,as to the amount of such tax or expense. D. Settloes spouse shall have the right to compel Trustee to invest in Income-producing property, as to investments in Part"S". E. In the event Settlor's spouse and Settlor should die under circumstances which render the order of their deaths uncertain, for the purposes of this Trust it shall be conclusively presumed that Settlor's spouse survived Settlor. In such event,however,orin the event that Settler's spouse shall die within six(6)months of the date of Settler's death, (in lieu of the amount above specified), Part"B"shall consist of that amount(but no more) of the principal held hereunder(without deduction for estate or inheritance taxes)which must be added to the value of all other property forwhich the marital deduction is allowed, in order to give Settlor's estate a marital deduction which would result in the lowest total of federal estate tax on Settlors estate and Settler's spouse's estate. Such amount shall be determined on the assumption that Settler's spouse died after Settlor on the date of Settler's death and that Settlers spouse's estate was valued as of the date upon (and in the manner in)which Settler's estate is valued for federal estate tax purposes. Ulf �• ` ERNEST S. BURGH, JR i SETTLOR AND TRUSTEE,. COMMONWEALTH OF PENNSYLVANIA: SS: COUNTY OF DAUPHIN: On the 22"x` day of ©dtb0— 2007,before me,the subscriber, a Notary Public in and for said Commonwealth and County, came the above-named ERNEST S. BURCH,JR.,satisfactorily proven to me to be the person whose name is subscribed to the within instrument and acknowledged the above instrument to be her/his act and deed,and desired the same might be recorded as such. WITNESS my hand and Notarial Seat. �) Notary Public yYa"&7 C/ 7Pfe a My Commission Expires: �hz/zoot COMMONWEALT14 OF PENNSYLYAMA Notarial Seal Rma owings Baughman,Nolnry Rlblio CIty of Harrisburg. Dauphin County My Canminion Expium July 12,2008 Mambaf,PannsMnla Assoaa6on of Notaries AMENDMENT TO TRUST Created by Settlor, ERNEST S. BURCH, JR., With ERNEST S. BURCH, JR., as Trustee Dated February 16, 2004 The Background of this Amendment to Trust is as follows: Ernest S. Burch, Jr. (the "Settlor") created a trust pursuant to a Trust Agreement, dated February 16, 2004 (the "Trust"), under the terms of which the Settlor also served as the initial trustee. The Settior amended the Trust by that certain amendment to the Trust, dated October 22, 2007 (the "First Amendment") (the First Amendment and the Trust are together referred to as the "Trust"). The Trust was made in Pennsylvania and is governed by Pennsylvania law. The Settlor died on September 16, 2010 ("Settlor's Date of Death"). Following Settlor's Date of Death, PNC Bank, N.A., as successor to National City Bank, became the successor trustee (the "Trustee") of the Trust, pursuant to the terms of the Trust. The Trust expressly allows the Trustee to amend the Trust in response to "changed conditions," and the changes to the laws imposing Federal Estate taxes upon estates of persons dying in the year 2010 are such "changed conditions," empowering Trustee so to amend this Trust, as set forth herein. NOW THEREFORE, pursuant to the rights, powers and authority granted to the Trustee in Article VII of the Trust, the Trustee hereby amends the Trust as follows: Schedule "B", Plan of Distribution of Ernest S. Burch, Jr, Under Agreement Dated February 16, 2004 is amended and restated in its entirety,'and the amended and restated Schedule "B" is attached hereto and incorporated by reference. 1. This Amendment to Trust shall be effective as of September 16, 2010. 2. Except as amended hereby, the Trust shall remain in full force and effect. IN WITNESS WHEREOF, the undersigned Trustee has executed this Amendment to Trust as of the 7-B day of , 2011. PNC Bank, N.A.—Trustee By:_ ( ) President l COMMONWEALTH OF PENNSYLVANIA COUNTY OF On this the day of , 2011, before me, the undersigned officer, personally appeared,(ifCn s known to me or satisfactorily proven to be the person whose amLyis %ubscribed to the within instrument, who acknowledged himself to be t#teG SidEr of PNC BANK, NATIONAL ASSOCIATION., and as such Y c-&— fires` , and being duly authorized to do so, executed the within Amendment to Trust for the purposes contained therein. W,IITNESS my hand and Notarial Seal. My Commission Expires: COMMONWMT"OF PEN SYIMM Natadal Sol Bessie L Nolf,Natery Pubt My of Meaddle,6awferd County Cp11m155b0 ea Sept.16,2015 lIEXBER,PENNMVAlM ASSOCIATION Of NOTAR ES i SCHEDULE "B" PLAN OF DISTRIBUTION OF TRUST ESTATE OF . ERNEST S. BURCH, JR. UNDER AGREEMENT DATED February 16, 2004 (ATTACHED TO AMENDMENT TO TRUST, DATED f +tte . 2011) Trustee shall distribute the Trust Estate (including but not limited to any and all property received by Trustee prior to Settlor's death, under Settlor's Last Will and Testament, proceeds of life insurance, and all other property forming a corpus thereof, before payment of inheritance, estate, or succession taxes, whether such taxes are paid from this trust or any source), to the "Family' or "Credit Shelter', Part "A" trust, in the following manner, and to be held on the following terms and conditions: Part"A" Composition: The Part "A", "Family" or "Credit Shelter" trust, shall be and constitute all remaining property of the trust. TERMS OF DISTRIBUTION Part"A" shall be held by Settlor's Trustee, on the terms and conditions as follows: 1. Trustee may, in Trustee's uncontrolled discretion, if a corporate Trustee, or, if an individual Trustee, shall pay or advance to Settlor's executor, or person or entity acting as the administrator of the final affairs of Settlor, including but not limited to a Trustee, administration expenses and estate and inheritance taxes (including the supplemental estate tax on certain qualified plan benefits, but not including any generation skipping transfer tax imposed on a direct skip), and other expense to facilitate the administration of Settlor's estate, with respect to property or interests subject to taxation by reason of Settlor's death, and whether passing under Settlor's will, or otherwise, but, to the fullest extent allowable by law or any governing instrument, Trustee shall recover from any property or interests passing outside of my will all other death taxes, but not generation skipping transfer taxes, that my Trustee may be required to pay by reason of my death. 2. Bequests: So long as this does not duplicate a like gift in Settlor's Will: A. Settlor gives and bequeaths Settlor's anthropological library of published and "gray literature" material, including but not necessarily limited to, books, journals, pamphlets, articles, and reprints to The Arctic Studies Center, Anchorage Museum Of History And Art. Settlor gives and bequeaths Settlor's materials of Charles V. Lucier: to a preexisting "CHARLES V. LUCIER (B. 1926) PAPERS" Collection In the Archives And Manuscripts Department, University Of Alaska Anchorage, Anchorage, Alaska. Settlor gives and bequeaths Settlor's anthropological research collections, including but not limited to maps, manuscripts, card files, typewritten and handwritten notes, diaries, theses, tape recordings, photographs, sketches, records of professional activity, private correspondence, and computer records (except for the materials in the Directory "ADMIN.PERS," or similar material) including but not limited to any and all copyrights (whether as to reproduction, derivative work, distribution of copies, performance display or the like, as set forth in Title 17 of the United States Code), and rights in the nature thereof or related thereto, to the Alaska And Polar Regions Department, Elmer E. Rasmusen Library, University Of Alaska Fairbanks, Fairbanks, Alaska, subject to the following restrictions and further directions: (a) All manuscripts, maps, card files, notes, photographs, tape recordings, records of professional activity and private correspondence, shall be known as "THE PAPERS OF ERNEST S. BURCH, JR." (b) All field notes included in (a) that contain personal information that might possibly be embarrassing or otherwise damaging to the subjects of Settlor's research or to their immediate descendants are not to be made available to researchers or other interested parties until ten (10) years after Settlor's death. Materials covered by this restriction as to availability are scattered throughout the files, but identifiable concentrations of pertinent material include the following: (1) All non-white 5x8 inch file cards; (2) Everything in a letter-sized folder titled "1964-65 Relationship Data", with individual entries having the form (year) (x):(number), which notes consist of a transcription of much of the information indicated under(1); (c) the following materials are to be held and distributed and maintained as follows: (1) materials of David Libbey: to a new collection to be known as "THE PAPERS OF DAVID LIBBEY." (2) materials of Charles Sheldon: to the pre-existing "OQUILLUK LEGACY COLLECTION." (3) materials of Robert and Marietta Spencer: to a new collection to be known as "THE ALASKA FIELD NOTES OF ROBERT FRANCIS SPENCER AND MARIETTA ELIZABETH SPENCER." (4) materials of Froelich Rainey: to the preexisting "PAPERS OF FROELICH RAINEY COLLECTION,' University of Alaska, Fairbanks, [note: some of this material duplicates documents already in the collection, some does not.) (5) materials of Elizabeth Andrews: to a collection to be known as "THE PAPERS OF ELIZABETH ANDREWS." (d) as to the "KAWERAK SHISHMAREF COLLECTION": Documents in the box labeled "master set" should be destroyed. Subject to the aforesaid directions and restrictions, all books, journals, pamphlets, REPRINTS and other published materials may be incorporated into the general collections of the Library, or otherwise disposed of, as the Library's administrators see fit; (e) Settlor's Trustee shall pay such reasonable costs and expenses as required to gather and ship the items described above to the University of Alaska, or The University of Alaska Fairbanks. If the Rasmusen Library, University of Alaska Fairbanks, does not accept this bequest in accordance with these terms and conditions, then Settlor's Trustee shall dispose of such property as Settlor's Trustee deems most appropriate, considering all then relevant circumstances. B. Settlor hereby gives, devises and bequeaths any shares of stock, common or preferred, or interests in the nature thereof owned by Settlor at the time of Settlor's death in The Seven Trees, Inc., a Private Foundation, and shares of any kind or nature Settlor owns in "Beaumaris Land Company," absolutely and free of trust, to Settlor's beloved Wife, DEANNE M. BURCH, but if she does not survive Settlor, then in equal shares, to Settlor's children, KAREN E. BURCH, SARAH D. MILLER and DAVID S. BURCH, or the survivor of them, so long as this does not duplicate a like gift in Settlor's Will. C. Settlor hereby bequeaths to Settlor's secretary, LOIS MYERS, the sum of$2,000.00 multiplied by the number of years she has worked for Settlor, beginning with the year 1980, so long as this does not duplicate a like gift in Settlor's Will. D. Except as Settlor may have provided in a memorandum signed by Settlor and kept with the original of this Trust, or Settlor's Will or with Settlor's copy thereof, Settlor gives and bequeaths all of Settlor's remaining tangible personal property including all insurance policies thereon to Settlor's wife, DEANNE M. BURCH, if she survives Settlor by thirty (30) days. If Settlor's wife, DEANNE M. BURCH, does not survive Settlor by thirty (30) days, Settlor gives and bequeaths such of the above property to Settlor's children, or such of them as survive Settlor, in such shares as they may determine or, if they are unable to agree, in such approximately equal shares as Settlor's Trustee shall determine. During Spouse's Lifetime 3. Trustee, in its discretion, may pay the income and such portion of the remaining principal of this Trust as Trustee decides from time to time for the support of Settlor's spouse and to maintain the standard of living to which Settlor's spouse has become accustomed. Settlor's spouse shall have the right to compel Trustee to invest in income producing assets. If Settlor's spouse is living on the last day of a calendar year, Settlor's spouse shall have the right, at any time on that day, to withdraw the greater of Five Thousand Dollars ($5,000.00) or five per cent (5%) of the then aggregate value of principal of the Trust, by written notice to the Trustee, and the Trust shall terminate as to such amount withdrawn. This right shall be exercisable annually, and is not cumulative. Upon and After Spouse's Death 4. On the death of Settlor's spouse, this trust shall terminate and Trustee shall pay the accumulated income, if any, to the estate of Settlor's spouse, and the principal to such issue of Settlor, or their spouses, and on such terms and conditions, as Settlor's spouse directs, alone and in all events, by specific reference hereto in the Last Will and Testament of Settlor's spouse. To the extent Settlor's spouse does not exercise this limited power of appointment, or does not survive Settlor, the principal remaining shall be divided into a number of shares equal to the number of then living children of Settlor, but one share for any deceased child of Settlor who has left issue then surviving. Each such share or part shall be held and distributed in further trust on the following terms and conditions: A. The Trustee shall pay the net income from the trust and during the term of the trust to the child for whom the trust was created, or the issue of the deceased child for whom the trust was created. B. As much of the principal of this trust as Trustee, in its sole discretion may, from time to time, think advisable for the support, maintenance, travel, housing, health care, and education of the issue of Settlor, or during illness or emergency or any other like needs of such issue, shall be either paid to them or any of them by Trustee or else paid to the person with whom such issue resides or to whom control or care of such issue has been entrusted, or else applied directly for their own benefit by Trustee, all without the intervention of a guardian. C. When the child for whom the trust was created dies, or when the youngest child of a deceased child.of Settlor for whom a trust was created hereunder attains the age of twenty-one (21), or when all of such children of a deceased child of Settlor for whom a trust was created hereunder die (whichever first occurs), then the separate trust shall terminate, and Trustee shall then distribute the assets of the trust to or in trust for such one or more persons or organizations, including the child's estate, his or her creditors, and the creditors of his or her estate, and on such terms as he or she alone and in all events, may appoint by a Will or Trust in the nature of a Will disposing of property, specifically referring to this general power of appointment. In default of any appointment or insofar as any appointment is not effective, the Trust Estate shall pass: (a) to his or her then-living issue, per stirpes, or, if none, (b) to Settlor's then-living issue, per stirpes (any portion thus accruing to a child for whom principal is then held in trust hereunder to be added to and thereafter treated as a part of such principal). END OF AMENDMENT i IN RE: TRUST AGREEMENT of Ernest S. Burch Jr. as Settlor, and Ernest S. Burch Jr., as Trustee, Dated February 16, 2004, as amended October 22, 2007 (the "Trust") CONSENT TO AMENDMENT OF TRUST, REQUEST FOR INFORMAL PROCEDURE AND DISLOSURES ACKNOWLEDGEMENTS AND AGREEMENTS BACKGROUND: Ernest S. Burch, Jr. ("Settlor") executed a Trust Agreement dated February 16, 2004, as amended on October 22, 2007 (the "Trust'), The Settlor was the initial trustee of the Trust. The Settlor died on September 16, 2010. Pursuant to the express terms of the Trust, the successor trustee of the Trust is PNC Bank, N.A., the successor by merger of National City Bank, NA ("Trustee' . Upon the death of Settlor, the Trust provides for a division of the Trust assets into a Part A trust and Part B trust. The primary beneficiary of both Part A and Part B is the Settlor's spouse, Deanne M. Burch. Each of Part A and Part B were intended to grant different rights to the assets of Part A and Part B to Settlor's spouse. Part A was intended to shelter trust assets from Federal Estate Tax up to the maximum applicable credit, and grant to Settlor's spouse limited access to such assets; Part B was intended to qualify for the marital deduction, and grant to Settlor's spouse greater access to such assets. The Part A and Part B trusts were intended to take advantage of certain faxing schemes in existence when Settlor executed the Trust. However, due to changes in federal tax laws, the scheme created by Part A and Part B is no longer relevant or applicable for the year 2010. The Trust grants broad powers to the Trustee, including the right to amend the terms of the Trust. Pursuant to the Trustee's discretionary right to amend the Trust, which amendment is attached to this instrument as Exhibit A, the Trustee intends to amend the Trust as provided in the attached amendment (the "Amendment"), and has requested Settlor's spouse, Deanne M. Burch, because of her interest as the primary beneficiary of both Part A and Part B, to formally consent to the Amendment of the Trust, and has requested the other beneficiaries of the Trust to consent to the Amendment, and to otherwise make certain acknowledgements and agreements with respect thereto. CONSENT TO AMENDMENT OF TRUST: We, Deanne M. Burch, the current beneficiary, and all other beneficiaries of the Trust, hereby consent to the Trustee's proposed Amendment to the Trust upon the terms and conditions provided in the attached Amendment, and make such consent in accordance with the terms and conditions of this instrument. REQUEST FOR INFORMAL PROCEDURE TO AMEND TRUST: For value received, and intending to be legally bound hereby, and acknowledging the Disclosures and Acknowledgements described below, and for the purpose of avoiding any unnecessary costs, expenses, delays and publicity generated by and associated with the Trustee presenting the proposed Amendment of the Trust to a court for review, and understanding and acknowledging that we would otherwise have the opportunity to request of the court a determination of any and all questions, objections or concerns, and to make to the court any claims with respect thereto, and acknowledging the Agreements set forth herein, as to ourselves, our heirs, successors and assigns, and any other person or entity we may represent(our minor children or any other beneficiary we may represent under the Pennsylvania Uniform Trust Act), which representation we acknowledge and understand, we do hereby request the Amendment of the Trust by means of an informal procedure, upon the terms and conditions set forth herein, and we waive our right to a formal judicial approval of the Amendment of the Trust. We intend this instrument to constitute a nonjudicial settlement agreement with respect to matters involving the Trust. DISCLOSURES AND ACKNOWLEDGEMENT& We acknowledge that the Trustee has disclosed the following regarding the Trust and/or made available for inspection or copying or review the following, and that we have had the full opportunity to review and consider the following: -The Trust instrument,with all amendments; -All records of assets and liabilities, and income and expenses, of the Trust; -The proposed Amendment to the Trust; and -That we have the right to engage separate counsel to advise us of the legal or other consequences of this instrument. We further acknowledge and confirm: -That we have had the opportunity to inquire of all matters bearing on the Trust and the proposed Amendment to the Trust, including tax matters, and have had all matters properly explained to us by the Trustee and any other Independent advisor we have chosen to engage, including the impact that the proposed Amendment will have with respect to our right to obtain, use and benefit from the Trust assets; specifically, Deanne M. Burch acknowledges that the proposed Amendment to the Trust will restrict and limit her access to assets that she would otherwise have virtually unlimited access to if the Amendment to the Trust were not made by the Trustee; -That in spite of the advice we have received with respect to the benefits relative to the Amendment to the Trust, there is always the potential that such benefits will not be realized, that the Amendment may not be approved by taxing or judicial authorities, if inquiry by such authorities is made with respect to the Amendment, and that there are risks associated with this procedure, and that we are aware of such risks and have chosen to execute this instrument in spite of such risks; -That the interests of the Trustee and our interests are potentially adverse; and -That as to matters relating to the Trust, we `represent" the persons identified in Section 7723 of the Pennsylvania Uniform Trust Act, and we waive any right to decline such representation. AGREEMENTS: We agree that the Amendment to the Trust is in accord with the Settlors express intentions set forth in the Trust, and that the Amendment may have benefits for the Settlol's and our descendants, in ways that were not envisioned when the Trust was executed. In exchange for the Amendment of the Trust by the Trustee, we release, remise, quit-claim and forever discharge the Trustee of and from all actions, causes of action, claims, liabilities or demands, whatsoever, at law and in equity, for or by reason of the Amendment to the Trust, or any other matter relating to such Amendment to the Trust, which we may have had, now have, or might in the future have. We further agree that upon the assertion of any claim or demand against the Trustee arising out of or in any way connected with the Amendment of the Trust, by, from, or on behalf of us, or any one of us, the Trustee shall have the right, at its election, to hire such attorneys and other professionals or experts as the Trustee deems appropriate for the proper defense of such claim, charging the costs and expenses thereof to us, or, to notify us of the claim, whereupon we will, at our sole cost and expense, defend such action properly and in a professional manner. We further agree to promptly pay to the Trustee the amount of any final decree, judgment or order entered against the Trustee in any such action relating to the Amendment to the Trust. Notwithstanding the foregoing, nothing herein shall release the Trustee of and from grossly negligent or fraudulent activities. The agreements contained herein shall bind our heirs, successors, personal representatives and assigns. This instrument shall be governed by Pennsylvania law, and may be signed in counterpart, each of which shall constitute an original IN WITNEES WHEREOF, we have signed this Consent to Amendment of Trust, Request for Informal Procedure and Disclosures, Ackno edgements and Agreements, intending to be legally bound, as of the"7V day of u4l 2011. CURRENT BENEFICIARY Deanne M. 13 rch Sworn and subscribed to me by Deanne M. Burch this aci' 'day of q US+ , 2011. vl a i k_U otary Public C0MMOMVFALTH OF MNNSYLVAMA NOTARTAf-SEAL Lisa M.Sitcs,Notary Public City of Harrisburg,OavAin County M commission ex irmA n128,2013 B NEFIC ARIES Karen E. urch Sworn and subscribed to me by Karen E. Burch this /5- -11`day of 12011. ++ � 1 dARROD DANIEL PATEMAN Not ry Public — "_ Commission a 1906432 a u Notary Public-California z �•. San Francisco County MI Comm.Expires Oct 16.2014 Sarah D. Miller Sworn and subscribed to me by Sarah D. Miller this day of , 2011. Notary Public David S. Burch Sworn and subscribed to me by David S. Burch this day of , 2011. Notary Public BENEFICIARIES Karen E. Burch Sworn and subscribed to me by Karen E. Burch this day of , 2011. Notary Public ";Sarah D. Miller Sworn and subscribed to me by Sarah D. Miller this 74h day of d�r , 2011. �L My Co rolsslo Expires Notary Public "2 David S. Burch Sworn and subscribed to me by David S. Burch this day of 2011. Notary Public BENEFICIARIES Karen E. Burch Sworn and subscribed to me by Karen E. Burch this day of , 2011. Notary Public Sarah 0. Miller Sworn and subscribed to me by Sarah D. Miller this day of 2011. Notary Public Davld . Burch Sworn and subscribed to me by David S. Burch this dayof Oc;64cr 2011. Notary Public CORDIER AUCTIONS ANTIQUES . APPRAISALS ESTATES �1 &fine art f Appraisal Report i Estate of Ernest Burch,Jr. c/o Robert Spitzer,Attorney Wix,Wenger&Weidner 508 North Second Street rl Harrisburg,Pennsylvania 17108 (717)234-4182 : I Prepared by: David J.Cordier Ellen E.Miller Cordier Antiques&Auctions I 2151 Market Street J Camp Hill,Pennsylvania 17011 Phone: (717)731.8662 Fax- (717)731-9830 , I Table of Contents Title Page 1 Table of Contents 2 Summary 3 Analysis 4 Conditions of Appraisal 5 Certification 5 Purpose of Report 6 Method of Valuation 6 Definition of Value 6 Basis of Appraisal 6 Description 6 Appraiser Qualilleations 7 Value Listings Appendix A I � . I i � . I `J Page: 2 of 11 i I � Summary On November 23,2010,at the request of Robert C. Spitzer,Wix,Wenger&Weidner,I personally inspected the assets of Ernest Burch,Jr.,678 St.Johns Road,3601 Gettysburg Road, Camp Hill,Pennsylvania. 1 Value r Fair Market Value The Fair Market Value for die property in total is: $29,770.00 This is not the appraisal report. The appraisal report must be read in its entirety. I . Page: 3 of 11 � i 1 I Conditions of Appraisal The value stated in this Appraisal Report is based on the bestjudgment of the appraiser given the facts and conditions available at the date of the valuation. The use of the report is limited to the purpose of determining the value of personal property for Insurance purposes. Any additional research or testimony required by the client or the court will be billed at the current rates. Disclosure of the contents of the report is governed by the Standards and Practices of the Certified Appraisers Guild of the America, 1 Certification of Report No prohibited fee was accessed for this report. David I Cordier and Ellen E.Miller of Cordier Antiques&Auctions have successfully completed the personal property appraisal certification program with the Certified Appraisers Guild of America and are members in good standing. This report was prepared in accordance with the Uniform Standards of Professional Appraisal Practice and with the Standards and Practices of the Certified Appraisers Guild of America which has review authority of this report. I . I i David J.Cordier andlor Ellen E.Miller have personally examined the subjectproperty, The statements of fact contained in this report are true and correct to the best knowledge and belief of the appraiser. l By:David I Cordier,C.A.G.A. By:Ellen B, Miller, C.A.G.A. Cordier Antiques&Auctions Cordier Antiques&Auctions i fPage: 5 of 11 -I i Purpose of the Report The propose of this report is to determine the value for Estate Tax purposes for Wix,Wenger& Weidner,Harrisburg,Pennsylvania. Method of Valuation The method of valuation used for this appraisal is the Fair Market Value. iDefinition of Value Fair Market Value i Under the United States Treasury regulation 1.170.1c Fair Market value is defined as: The price at which the property would change hands between a willing buyer and a willing sell ler, neither being under compulsion to buy or compulsion to sell and both having reasonable knowledge. i Basis of Appraisal Valuation Dale The date of valuation for determining the value estimation is September 16,2010. Date Appraisal Conducted This appraisal was conducted on November 23,2010. Limitations of Property There were no limitations on use or disposition of this property. Description An itemized list with descriptions is in Appendix A. i t ; I Page: 6 of 11 iI CORDIER ANTIOUES&AUCTIONS Cordier Antiques&Auctions was established in 1484. 'file company specializes in appraisals of antiques, line art and personal limperly,estate liquidations and the auction and sale of fine antiques,art and real estate. Cordier Antiques&Auctions maintains memberships In the Certified Appraisers Guild of America,the Antiques and Collectibles Dealers Association,Ine„the Antique Dealers Association of Pennsylvania,the Pennsylvania Auctioneers Association and the National Auctioneers Association. Cordier Antiques&Auctions has conducted appraisal clinics for such organizations as the Harrisburg Area t Community College's Older American Days,the Questers,Rohrer Bus Antiquing Road Show Tour, Millersburg Historical Society,Friends of Fort Hunter,West Shore Country Club and the Friends of the Pennsylvania State Museum. 1 Cordier Antiques&Auctions is an undenvriter for the Antiques Road Show on WITF Public Television. DAVID J CORDIEXX C A G A CERTIFXED APPRAISER ! David I.Cordier is co-owner of Cordier Antiques&Auctions located in Camp Hill,Pennsylvania, Mr. Cordier has been an antiques and jowelry dealer since 1980 and an appraiser since 1990. David Cordier of Cordier Antiques&Auctions has successfully completed the personal property appraisal certification program with the Certified Appraisers Guild of America. Mr.Gordian'is a graduate of Winterthur Museum's Winter Institute,a graduate level program in American Decorative Arta. David Cordier has attended classes in the fine and decorative arts at George Washington university,Washington D.C.and the appraisal studies program at New York University,New York. Mr. Cordier studied the arls and decorative arts in Ponnsylvania at Penn State University and holds a Master's degree in Business Administration from Penn State Capital Campus. Mr.Cordier is a writer for the Harrisburg Patriot News reporting oil antiques and related events in central Pennsylvania. He also wrote a bi-weekly feature column"Eye on Antiques"for the Sunday Patriot News from 2001 to 2006. ELLEN ; IVIU LER C A O A CRRTIPXFD APP XSRR Ellen E.Miller joined Cordier Antiques&Auctions in 2000. Ms.Miller holds a Bachelor's degree in Marketing from Shippensburg University and aMaster's degree in Business Administration from Temple University. Since joining Cordier Antiques&Auctions,Ms.Miller has been the Director of Internet Sales,conducting research and documentation of inventory,maintaining client relationships and managing an international customer base. She has been responsible forthe sale of several large collections via Internet auction i including classic automobiles,antique toys,sports memorabilia and autographs. 1 Ms.Miller has successfdly completed the personal property appraisal certifleatimr progratu with the Certified Appraisers Guild ofAinerica. Prior to joiniug CordierAntiques&Auctions,Ms.Miilerwmked in the printing industry in sales and administrafion. Page:7 of I I .• I . I Appendix A IFah,Market Value 678 St.Joins Road/Bedrooms 2nd Floor 1, $50.00 Floor lamp,child's crib(damaged),bookstand. 2. $400.00 Contemporary Bedroom Set Includes:King size bed,Nightstand,etc. I 3. $100.00 Miscellaneous Items ' ! 1,2 tables lamps.2.Books. 3. Clothing 4. $150.00 Contents of Walk-in Closet Includes: 1• Clothing,suits,coats,etc. Living Room-1st Floor 5. $800.00 Watercolor Depicts ducks in a marsh.Signed, "Ned Ewell," i 6. $500.00 Lithograph Depicts eskimos.Signed in pencil, "Fred Machetanz," i ± Basement 7. $80.00 Set of Dining Chairs Cloth seats and wicker backs. 8. $950.00 National Geographies Magazines 1917-1941.In 67 leather bound volumes. _ 9. $30.00 Miscellaneous Items Stool,etc. 10. $50.00 Treadmill 11. $40.00 Armchair with a cloth seat. 12. $600.00 Books-Approximately 300 f including coffee table size,travel, reference,text,etc, 13. $50.00 Weight bench with weights. 14. $50.00 Bose Sound Machine Page: 8 of 11 I 1 i 15. $200.00 Camping Equipment Various sleeping bags, luggage,etc, Workshop 16. $300.00 Work bench,vise,shop vac,tools,hardware,etc. 1 17. $100.00 Trunks,metal cabinets 1s. $150.00 Wine Storage Cooler 19. $200.00 2 Aquariums-Approximately 30-50 Gallons Includes accessories,currently set-tip and operating. li I 20. $600.00 2 Aquariums-Large 200+Gallons 6'x 2-1/2'x 2-1/2'.With accessories,currently set-up and operating(I f removed). I 21. $600.00 Books Approximately 300 various titles mostly text books. I Office 22. $100.00 Map Cabinet Metal with 5 drawers. 23. $600.00 Office Furnishings Includes 10 file cabinets,desks,credenza,chairs,shredder,etc. 24. $30.00 2 H.P.ComputerPrhtters 25. $6,500.00 Narwhal Tusk Approximately 5'long. 26. $400.00 Walrus Tusks with skull. 27. $1,200.00 Whale Bone&2 Alaskan Masks 28. $12,500.00 Library Large Assortment of books and pamphlets relating to Alaska and anthropology.Estimated 2500+volumes.This library is highly specialized with a limited market for potential sale.Assigned an estimated value based on number of volumes. 3601 Gettysburg Road/Front Office I� ! 29. $100.00 2 Blonde oak bookcases. Page: 9 of I I � Ii 30. $300.00 Large blonde oak desk with return and credenza. 31, $75.00 Work table f Blonde oak with a metal base. 32. $75.00 Brother MR..9120 CN Copier,fax,printer. 33. $50.00 Acer computer with monitor and keyboard. 1 34. $50.00 Miscellaneous office supplies 2nd Office 35. $50.00 4 Metal lateral files, 36. $100.00 Wood and metal office desk with return 37. $100.00 Miscellaneous prints,photographs, decorations. I 38. $75.00 3 Office chairs Conference Room 39. $150.00 Round conference table with 4 swivel armchairs. 40, $100.00 2 Wood bookcases with three shelves. 41. $50.00 Acer PC Computer with keyboard and monitor. 41 $100.00 HP Laptop Computer. Rear Room 43. $200.00 Painting of geese. Signed,"Susana Edwards." 44. $35,00 2-4 Drawer and 1-2 Drawer Lateral Files 45. $30.00 Metal Cabinet 46. $75.00 7 Toner Cartridges-new � I47, $100.00 Office Supplies 48. $150.00 Safe.Two door. Combination. Page: 10 of l l it 49. $50.00 Small Refrigerator-Student size. 50. $150.00 Miscellaneous pictures,plants,etc. Rear Porch 51. $150.00 2 Wicker Chairs 52. $75.00 Wire Planter 53. $35.00 Jardiniere and Pedestal 54. $15.00 Floor Lamp $29,770.00 Total f I 1 Page: 11 of 11 I 03r55PM LAS IC FIRE R$MS 717-736^387i' .aNN1D fOM(i 1'B'�896817 HES$MIC.ibWmi4l�y NNU6198 n��oC:-ONT j M O SK.�I080 kIASSIC FIRFr4itM$1 iNC: 2201 Market Strg�t Ql Borough 61 ' Camp p Hill,PA 171311 ' - 1717)781-9991 To 4Pk,138U �� ,�•�. 171 7/ IN- 4.�.--.�_. . ......., _..�.____ ver 3. .�..n...n......n,i ..._ ...._. 7, 4''"' t _,. ....^.j.... .. �'� - '/-f.�r-/1�.1L/X('�x�. .�FY•_f'�,+ '-�.-!E��.K-rC�'r�:t�'±i+a..�_ �S"_ -_ ._.............. ...ate.-..,..r•. .tt-.-..__.. LK" _ . .... ... � l?a5519��_-�_ �✓a c=. , -. >•:..: ,,.`. .. �9 a „_�o ._��_ :E b 'O d ti N N CdJ N 2 O () b r T N 4 \ � •C n Vpr1 N Y ul yG� iNi m VI v\ C q N < n N N O C 9 D ae N r r:. n 0 c� w o r w r 9 0 � a- W G U9 N r ry h] N O rt w w m N 7• M 0 G m 9 N cn N. Yn rt � � H � G w o w N w m w G 00 F z m 00 W N rt m M O M W r r N m �F�� Priority Mall i e/ COmBasPriee m D_O N ' O� \� I N�{A� 3m N 0m� 0m 3 1\\1I mw�+.1 <03 0 6 NO: i O rl 'k N W J W G b k k PNC WEALTH MANAGEMENT December 13, 2013 #55-55-001-8307917 Glenda Fanner Strasbaugh, Register of Wills 1 Courthouse Square Room 102 Carlisle, PA 17013 Re: ESTATE OF ERNEST S. BURCH, JR. SS#: 135-32-7997 Date of Death: September 16, 2010 File #: 21-10-01037 Dear Sir or Madam: Enclosed herewith is the PA Inheritance Tax Return on behalf of the above estate along with the following: 1. Copy of Last Will and Testament of Ernest S. Burch, Jr. 2. Copy of Revocable Trust Agreement of Ernest S. Burch, Jr. 3. Copy of Appraisal of Household Contents 4. Copy of Appraisal of Firearms 5. Check for Filing Fee in the amount of$15.00 Please acknowledge receipt of this letter by signing the enclosed copy of this letter afi retWing it to us for our files. C' c o f" � Very truly yours, rn = C'> o r-- rT1 rn ^ r � rn �i C3 rn rn e� cD o n n C- Charles G = r fr1 Vice President L —+ r v o ba) CGT:kf Enclosures Member of The PNC Financial services Group Two PNC Plaza 620 Liberty Avenue Pittsburgh Pennsylvania 15222 www.pncsom