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Home My WebLink About12-31-13 J 1505611185 REV-1500 EX(02-11)(FI) OFFICIAL USE ONLY PA Department of Revenue Bureau of Individual Taxes I County Code Year File Number PO BOX 280601 INHERITANCE TAX RETURN 21 13 125D Harrisburg,PA 17128-0601 RESIDENT DECEDENT ENTER DECEDENT INFORMATION BELOW Social Security Number Date of Death MMDDYYYY Date of Birth MMDDYYYY 09292013 12051918 Decedent's Last Name Suffix Decedent's First Name -MI HOLTZMAN JEANNETTE A (If Applicable) Enter Surviving Spouse's Information Below Spouse's Last Name Suffix Spouse's First Name MI 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 Prior to 12-13-82) ❑ 4. Limited Estate ❑ 4a. Future Interest Compromise(date of ❑ 5. Federal Estate Tax Return Required death after 12-12-82) ❑X 6. Decedent Died Testate FX-1 7. Decedent Maintained a Living Trust 8. Total Number of Safe Deposit Boxes (Attach Copy of Will) (Attach Copy of Trust.) IJ 9. Litigation Proceeds Received ❑ 10. Spousal Poverty Credit(Date of Death ❑ 11. Election to Tax under Sec. 9113(A) Between 12-31-91 and 1-1-95) (Attach Schedule O) CORRESPONDENT- THIS SECTION MUST BE COMPLETED.ALL CORRESPONDENCE AND CONFIDENTIAL TAX INFORMATION SHOULD BE DIRECTED TO: Name Daytime Telephone Number VICKY ANN TRIMMER 717- 0-244C(= a3 REDIS OF WIL4"SE NyY� [� r, m s c-D to First Line of Address PERSUN & HEIM , P . C . ^= o cs 71" -r, -1 Second Line of Address <'> c> -„ .3 ` 11 PO BOX 659 1' I'-- T O City or Post Office Stale ZIP Code DATE FILED - MECHANICSBURG PA 170550659 Correspondent's e-mailaddress: VATRIMMER@PERSUNHEIM • COM Under penalties of perjury,I declare that I have examined this return,including accompanying schedules and statements,and to the best of my knowledge and belief, it is true,cor ect and complete. Decl ration of prepare r other than the personal representative is based on all information of which preparer has any knowledge. EOFI`ERSQN.RESP 1 E FOR FILING RETURN DATE i -7 ES Q JA S A . HOLTZMAN SI NA URE OF PREP THER THAN REPRESENTATIVE PATE L4 4 11-I Zt f 17 ADDRESS.) r PLEASE USE ORIGINAL FORM ONLY Side 1 1505611185 OM46473000 1505611185 150`5611285 REV-1500 EX(Fl) Decedent's Social Security Number Decedent's Name. H 0 L T 7 M A N JEANNETTE A RECAPITULATION 1. Real Estate(Schedule A) . . . . . . . . . . . . . . . . . . . . . . . . . . . 1 0 - DO 2. Stocks and Bonds(Schedule B). . . . . . . . . . . . . . . . . . . . . . . . . 2 D - OD 3. Closely Held Corporation,Partnership or Sole-Proprietorship(Schedule C). . . . . 3 0 - 00 4. Mortgages and Notes Receivable(Schedule D) . . . . . . . . . . . . . . . . . q 0 _ DO 5. Cash, Bank Deposits and Miscellaneous Personal Property(Schedule E) . , . , . 5. 16 -1505 . 00 6. Jointly Owned Property(Schedule F) El Separate Billing Requested , , , . 6. 0 . 00 7. Inter-Vivos Transfers&Miscellaneous Non-Probate Property (Schedule G) F-1 Separate Billing Requested . . . . 7. 1,332 ,0 5 4 • 00 8. Total Gross Assets(total Lines 1 through 7) . . . . . . . . . . . . . . . . . . 8. 1-1348-,559 • 00 9. Funeral Expenses and Administrative Costs(Schedule H). . . . . . . . . . . . . 9, 16-1514 • 00 10. Debts of Decedent, Mortgage Liabilities,and Liens(Schedule 1) , . . . . . . . . 10. 12,583 • 00 11. Total Deductions(total Lines 9 and 10). . . . . . . . . . . . . . . . . . . . . 11 2 9 1 D 9 7 . 00 12. Net Value of Estate(Line 8 minus Line 11) . . . . . . . . . . . . . . . . . . . 12. 113191462 . 00 13. Charitable and Governmental Bequests/Sec 9113 Trusts for which an election to tax has not been made(Schedule J). . . . . . . . . . . . . . . . 13, 0 . 00 14. Net Value Subject to Tax(Line 12 minus Line 13) . 14. 1 ,3191462 • 0 0 TAX CALCULATION -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_ 0 . 00 15. 0 . 00 16. Amount of Line 14 t xable stlinealrateX 9 1 ,319i462 . 0D 16. 591376 . 00 17. Amount of Line 14 taxable at sibling rate X.12 0 . 110 17. D . D D 18. Amount of Line 14 taxable at collateral rate X.15 0 . 00 18 0 . 00 19, TAX DUE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19. 59,376 . 00 20. FILL IN THE BOX IF YOU ARE REQUESTING A REFUND OF AN OVERPAYMENT Side 2 1505611285 1505611285 OM4648 3.000 REV-1500 Ex Fl) Page 3 File Number Decedent's Complete Address: 21 13 1250 DECEDENTS NAME HOLTZMAN JEANNETTE A STREET ADDRESS 100 MT ALLEN DRIVE CUMBERLAND CITY STATE ZIP MECHANICSBURG PA 17055- Tax Payments and Credits: 1. Tax Due(Page 2,Line 19) (1) 59,376 . 00 2, Credits/Payments A. Prior Payments 56 -1407 - 00 B. Discount 2 ,969 - 00 Total Credits(A+B) (2) 591376 . 00 3. Interest (3) 0 . D O 4. If Line 2 is greater than Line 1 +Line 3,enter the difference.This is the OVERPAYMENT. FIII in box on Page 2, Line 20 to request a refund. (4) O • O 5. If Line 1 +Line 3 is greater than Line 2,enter the difference.This is the TAX DUE. (5) D - 00 Make check payable to: REGISTER OF WILLS, AGENT. PLEASE ANSWER THE FOLLOWING QUESTIONS BY PLACING AN "X" IN THE APPROPRIATE BLOCKS I. 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 . . . . . . . . . . ❑ 0 c. retain a reversionary interest . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . ❑ d. receive the promise for life of either payments,benefits or care? . . . . . . . . . . . . . . . . . . ❑ 2. If death occurred after Dec. 12, 1982,did decedent transfer property within one year of death without receiving adequate consideration? . . . . . . . . . . . . . � ❑ 3. Did decedent own an"in trust for"or payable-upon-death bank account or security at his or her death? ❑ 4. Did decedent own an individual retirement account, annuity,or other non-probate property,which contains a beneficiary designation? . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . ® ❑ IF THE ANSWER TO ANY OF THE ABOVE QUESTIONS IS YES, YOU MUST COMPLETE SCHEDULE G AND FILE IT AS PART OF THE RETURN. For dates of death on or after July 1, 1994, and before Jan. 1, 1995,the tax rate imposed on the net value of transfers to or for the use of the surviving spouse is 3 percent[72 P.S.§9116 (a)(1.1)(1)]. For dates of death on or after Jan. 1, 1995, the tax rate imposed on the net value of transfers to or for the use of the surviving spouse is 0 percent (72 P.S,§9116 (a)(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 lax 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(a)(1)]. • The tax rate imposed on the net value of transfers to or for the use of the decedent's siblings is 12 percent [72 P.S.§9116(a)(1.3)]. A sibling is defined, under Section 9102,as an individual who has at least one parent in common with the decedent,whether by blood or adoption. OM4671 2.000 REV-I We EX*(0&12) pennsylvania SCHEDULE E DEPARTANCE TAX RETURN CASH, BANK DEPOSITS & MISC. INHERITANCE TAX RETURN RESIDENTDECEDENT PERSONAL PROPERTY ESTATE OF: FILE NUMBER: Jeannette A. Holtzman 21 13 1250 Include the proceeds of litigation and the date the proceeds were received by the estate. All property)oIntly owned with right of survivorship must be disclosed on Schedule F. ITEM NUMBER VALUE AT DATE DESCRIPTION OF DEATH 1. Commonwealth Annuity #0587167 1,052 2 Series HH US Savings Bonds (3 $5,000 bonds) 15,000 3 Room contents at Messiah Village 250 4 PA Dept of Treasury - Claim 203 TOTAL(Also enter on line 5,Recapitulation) E 16,505 2w46AD 2.006 If more space is needed,use additional sheets of paper of the same size. REV-1510 EX+(OB-09) pennsylvania SCHEDULE G DEPARTMENT OF REVENUE INTER-VIVOS TRANSFERS AND INHERITANCE TAX RETURN MISC. NON-PROBATE PROPERTY RESIDENT DECEDENT ESTATE OF FILE NUMBER Jeannette A. Holtzman 21 13 1250 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 neunerawuneoF,�mnusF6aee,THEIR RE DOWHF TO DECEDENT Aro DATE OF DEATH %OF DECD'S EXCLUSION TAXABLE NUMBEF T1EDATEOFRiW16'ER.ATr AWW OF rW DEED FOR RE ESTATE VALUE OF ASSET INTEREST IFAPnt1CABLE VALUE 1. Cash gift of $7,500 to James Holtzman on 9/26/2013 7,500 100.0000 3,000 4,500 2 Cash gift of $7,500 to Emily Runkle on 9/26/2013 7,500 100.0000 3,000 4 ,500 3 Merrill Lynch IRA #872-72809 263,083 100.0000 0 263,083 Beneficiaries are: James Holtzman, Son 33.338 Emily Runkle, Daughter 33.33% Jessica Holtzman, Grandaughter 16. 678 Dolly Holtman-Rich, Daughter-in-law 16.67% 4 Jeannette Holtzman Trust 1,059,971 100.0000 0 1,059,971 TOTAL(Also enter on line 7,Recapitulation)$ 1,332,054 If more space is needed,use additional sheets of paper of the same size. 9w46AF 2.000 REV.+sn EX.I pe SCHEDULE H Pennsylvania DEPARTMENT OF REVENUE FUNERAL EXPENSES AND INHERITANCE TAX RETURN ADMINISTRATIVE COSTS RESIDENT DECEDENT ESTATE OF FILE NUMBER Jeannette A. Holtzman 21 131250 Decedent's debts must be reported on Schedule I. ITEM NUMBER DESCRIPTION AMOUNT A. FUNERALEXPENSES: 1 Presbyterian Church 450 2 W. Orville Kimmel Funeral Home 10,793 Total from continuation schedules . . . . . . . . . 84 B. ADMINISTRATIVE COSTS: 1. Personal Representative Commissions: Name(s)of Personal Representative(s) Street Address city State ZIP Year(s)Commission Paid: 2. Attorney Fees: 5,000 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: 158 5. Accountant Fees: 6. Tax Return Preparer Fees: 7. 1 Vital Check — Death Certificates 28 TOTAL(Also enter on Line 9,Recapitulation) $ 16,514 9w46AG 2.000 If more space is needed, use additional sheets of paper of the same size. REV,1512 EX-(12-12) pennsylvania SCHEDULE I DEPARTMENTOF REVENUE DEBTS OF DECEDENT, INHERITANCE TAX RETURN MORTGAGE LIABILITIES & LIENS RESIDEMDECEDENT ESTATE OF FILE NUMBER Jeannette A. Holtzman 21 13 1250 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 1. Messiah Lifeways 5, 963 2 Alert Pharmacys 112 3 Messiah Lifeways 6,508 TOTAL(Also enter on Line 10,Recapitulation) E 12 583 2w46AH 2uD0 If more space is needed, insert additional sheets of the same size. REV-1513 EX+( SCHEDULE J penns nsylvania DEPAMWW of REVENUE BENEFICIARIES INHERITANCE TAX RETURN RESIDENT DECEDENT ESTATE OF: FILE NUMBER: Jeannette A. Holtzman 21 13 1250 RELATIONSHIP TO DECEDENT AMOUNT OR SHARE NUMBER NAME AND ADDRESS OF PERSON(S)RECEIVING PROPERTY Do Not List Trustee(s) OF ESTATE I TAXABLE DISTRIBUTIONS[include outright spousal distributions and transfers under Sec.9116(a)(1.2).] 1. Dolly Holtzman Trust James Holtzman Trustee 219 N Paxtang Avenue Harrisburg, PA 17111 Jeannette Holtzman Trust Inventory Value: 117,774 Trust 117,774 2 Holtzman Famiy Fund James A Holtzman, Trustee 219 N Paxtang Avenue Harrisburg, PA 17111 Jeannette Holtzman Trust Inventory Value: 117,774 Trust 117,774 ENTER DOLLAR AMOUNTS FOR DISTRIBUTIONS SHOWN ABOVE ON LINES 15 THROUGH 18 OF REV-1500 COVER SHEET,AS APPROPRIATE. II NON-TAXABLE DISTRIBUTIONS A.SPOUSAL DISTRIBUTIONS UNDER SECTION 9113 FOR WHICH AN ELECTION TO TAX IS NOT TAKEN: 1. B.CHARITABLE AND GOVERNMENTAL DISTRIBUTIONS: 1. TOTAL OF PART II-ENTER TOTAL NON-TAXABLE DISTRIBUTIONS ON LINE 13 OF REV-1500 COVER SHEET. $ 0 9V146Al 2.000 If more space is needed, use additional sheets of paper of the same size. Estate of: Jeannette A. Holtzman 21 13 1250 Schedule J Part 1 (Page 2) Item No. Description Relation Amount 3 Emily J. Runkle 12 Eagle Drive Bloomsburg, PA 17815 Cash gift of $7,500 to Emily Buckle on 9/26/2013 Inventory Value: 4,500 Jeannette Holtzman Trust Inventory Value: 353,323 Merrill Lynch IRA #872-72809 Inventory Value: 87,686 Daughter 445,509 4 Dorothy J. Holtzman 3019 Peale Avenue Louisville, KY 40205 Merrill Lynch IRA #872-72809 Inventory Value: 43,856 Daughter-in-law 43,856 5 Jessica A. Holtzman-Rich 3018 Peal Avenue Louisville, KY 40205 Jeannette Holtzman Trust i Inventory Value: 117,774 Merrill Lynch IRA #872-72809 Inventory Value: 43,856 Granddaughter 161,630 6 James A. Holtzman 219 N paxtang Avenue Harrisburg, PA 17111 Cash gift of $7,500 to James Holtzman on 9/26/2013 Inventory Value: 4,500 Jeannette Holtzman Trust Inventory Value: 353,324 Merrill Lynch IRA #872-72809 Inventory Value: 87,686 Son 445,510 Last Will Of JEANNETTE A:HOLTZ L4W 1, JEANNETTE A HOLTZMAN, of Paxtang, Dauphin County,Pennsylvania, make this Will and revoke all of my prior wills and codicils. Article One My Family I am married and my spouse's name is THOMAS W. HOLTZMAN. All references to "my spouse" in my Will are to him. The names and birth dates of my children are: THOMAS W. HOLTZMAN, JR., born February 7, 1945 EMILY J. RUCELE, born August.27, 1948 JAMES A.HOLTZMAN, born April 17, 1954 All references to my children in my will are to these children, as well as any children subsequently born to me, or legally adopted by me. J � K°1l1 Page 1 .Article Two Distribution of My Property Section 1. Pour-Over to.My Living Trust All of my property of whatever nature and kind, wherever situated, shall be distributed to my revocable living trust. The name of my trust is: JEANNEITE .A HOLTZMAN and THOMAS W. HOLTZMAN, Trustees, or,their successors intrust, under the JEANNEITE A HOLTZMAN LIVING TRUST, dated November 10, 1995,and any amendments thereto. Section2. Alternate.Disposition If my:revocable living trust is not in effect at my death for any reason whatsoever, then all of my property shall be disposed of under the terms of my revocable living trust as if it were in full force and effect on the date of my death. Article Three Powers of My Personal Representative My personal representative shall have the power to perform all acts reasonably necessary to administer my estate, as well as any powers set forth in the statutes in the State of Pennsylvania relating to the powers of fiduciaries. CY 6 Ai CO/Az Kel N Page 2 , Article Four Payment of Expenses and Taxes and Tax Elections Section 1. Cooperating with the Trustee of My Living Trust I direct my personal representative to consult with the Trustee of my revocable living trust to determine whether any expense or tax shall be paid from my trust or from my probate estate. Section 2. Tax Elections My personal representative,in its sole and absolute discretion,may exercise any available elections with regard to any state or federal tax laws. My personal representative, in its sole and absolute discretion,may elect to have all,none, or part of the property comprising my estate for federal estate tax purposes qualify for the federal estate tax marital deduction as qualified terminable interest property under Section 2056($)(7) of the Internal Revenue Code. My personal representative shall not be liable to any person for decisions made in good faith under this Section. Section 3. Apportionment All expenses and claims and all estate, inheritance, and death taxes, excluding any generation-skipping transfer tax, resulting from my death and which are incurred as a result of property passing under the terms of my revocable living trust or through my probate estate shall be paid without apportionment and without reimbursement from any person. However, expenses and claims, and all estate, inheritance, and death taxes assessed with regard to property passing outside of my revocable living trust or outside of my probate estate,but included in my gross estate for federal estate tax purposes, shall be chargeable against the persons receiving such property. , Ld_d_ (!� KJN Page 3 Article Five Appointment of My Personal Representative I appoint THOMAS W. HOLTZMAN to be my personal representative. If THOMAS W. HOLTZMAN cannot act, or is unwilling to act, I appoint, in the order named, the following successor personal representatives: First, THOMAS W. HOLTZMAN, JR. and JAMES A. HOLTZMAN, or the survivor of them; then Second, EMILY J. RUCKLE; then Third, MERRILL LYNCH TRUST CO. OF AMERICA I direct that my personal representatives not be required to furnish bond, surety,or other security. I have initialed all of the pages of this Will, and have signed it on November 10, 1995. ANNETTE A. HOLTZMAN The foregoing Will was, on the day and year written above, published and declared by JEANNETTE A.HOLTZMAN in our presence to be her Will. We, in her presence and at her request, and in the presence of each other,have attested the same and have signed our names as attesting witnesses and have initialed each page. We declare that at the time of our attestation of this Will,JEANNETTE A. HOLTZMAN was, according to our best knowledge and belief, of sound mind and memory and under no undue duress or constraint. WITNESS WrIwE'SS J19/ D� K,114 Page 4 .a e COMMONWEALTH OF PENNSYLVANIA : SS COUNTY OF CUMBERLAND I, JEANNETTE A.HOLTZMAN, Testatrix whose name is signed to the attached or foregoing instrument, having been duly qualified according to law, do hereby acknowledge that I signed and executed the instrument as my Last Will and.Testament; that I signed it willingly; and that I signed it as my free and voluntary act for the purposes therein expressed. t JEANNETTE A. HOLT Sworn and subscribed to before me by JEANNETTE A.HOLTZMAN, Testatrix, this 10th day of November, 1995. (SEAL) p Notary Public My Commission Expires: arial Seal COMMONWEALTH OF PENNSYLVANIA iichrt,Notary Pudic Sp.,Dauphin County SS Expires ilari.m,,1997 COUNTY OF CUMBERLAND nsyivcaton;of:Notadss We,David H. Radcliff,a nd Kelly J. Hargis, the witnesses whose names are signed to the attached or foregoing instrument, being duly qualified according to law, do depose and say that we were present and saw JEANNETTE A. HOLTZMAN, Testatrix sign and execute the instrument as her Last Will and Testament; that JEANNETTE.A. HOLTZMAN, signed willingly and that she executed it as her free and voluntary act for the purposes therein expressed; that each of us in the hearing and sight of the Testatrix signed the Will as witnesses, and that to the best of our knowledge the Testatrix was at the time 18 or more years of age, of sound mind and under no constraint or undue influence. i 6,l„_ ✓_ Na ®,�� Sworn to and subscribed before me Q this 10th day of November, 1995. Notary Public zV My Commission Expires: (SEAL) Nopdal Seal Roberta L.Racioli4 Notary Publfo SUSquehannaTwp.,,Dauphm County Myarehlsin €xlnD Jan:20,JW? am f, annoy vans& e6 a®n al 1� 06 THE SECOND AMENDMENT TO THE JEANNETTE A.HOLTZMAN LIVING TRUST On November 10, 1995, I, JEANNETTE A. HOLTZMAN, signed the JEANNETTE A. HOLTZMAN Living Trust,more formally known as: JEANNETTE A. HOLTZMAN and THOMAS W. HOLTZMAN, Trustees, or their successors in trust, under the JEANNETTE A. HOLTZMAN Living Trust, dated November 10, 1995, and any amendments thereto. Pursuant to Article Four Section 1(d)of my Living Trust,which permits me to amend my Trust in writing at any time, I have previously amended my Trust on March 18, 2003. 1 now further amend my Trust as follows: 1. Article Ten, Section 3, is amended to read as follows: Section 3. Principal Distributions in My Trustee's Discretion My Trustee may also distribute to or for the benefit of my spouse as much of the principal of the Family Trust as my Trustee, in its sole and absolute discretion, shall consider necessary or advisable for his education, health, maintenance, and support. My Trustee shall, at all times, give primary consideration to my spouse's education, health, maintenance, and support, and only thereafter to my descendants' remainder interests. In making discretionary distributions of principal to my spouse, my Trustee shall preferably make all distributions of principal from the Martial Trust until it is exhausted, and only thereafter from the Family Trust. 2. All other articles of the JEANNETTE A. HOLTZMAN Living Trust, dated November 10, 1995, as previously amended, are hereby ratified and confirmed. I executed this Amendment on February 8,2010. 1 I certify that I have read the foregoing amendment to my revocable living trust agreement, and that it correctly states the changes I desire to make in my Trust. I approve this amendment to my revocable living trust in all particulars, and request my Trustees to execute it. /,P 4/f� ANNETTE A. HOLTZMAN, ustmaker u2i' t g°� EANNETTE A. HOLTZMAX, Trustee 7 e- 44 THOMAS W. HOLTZMAI , Trustee ACKNOWLEDGEMENT 0 COMMONWEALTH OF PENNSYLVANIA: SS. COUNTY OF DAUPHIN The foregoing amendment to the JEANNETTE A. HOLTZMAN Living Trust was acknowledged before me on February 8, 2010, by JEANNETTE A. HOLTZMAN, as Trustmaker and Trustee,who personally appeared before me and is personally known to me. NOTARIAL SEAL Witness my hand and official seal. DAVID r RADCLIFF / /�'�"�/ .� Notary Public EAST PENNSBOROTWP,CUMBERLAND COUNTY My Commission Expires Jun 29,2012 Not�y Public 2 COMMONWEALTH OF PENNSYLVANIA: SS. COUNTY OF DAUPHIN The foregoing amendment to the JEANNETTE A. HOLTZMAN Living Trust was acknowledged before me on February 8, 2010,by THOMAS W. HOLTZMAN, Trustee, who personally appeared before me and is personally known to me. Witness'm-y hand and official seal. NOTARIAL SEAL DAVID H RADCLIFF Notary Public Notary Public EAST PENNSBOROTWP,CUMBERLAND COUNTY My Commission Expires Jun 29,2012 3 THE FIRST AMENDMENT TO THE JEANNETTE A. HOLTZMAN LIVING TRUST On November 10, 1995, I, JEANNETTE A. HOLTZMAN,signed the JEANNETTE A. HOLTZMAN Living Trust,more formally known as: JEANNETTE A. HOLTZMAN and THOMAS W. HOLTZMAN, Trustees, or their successors in trust, under the JEANNETTE A. HOLTZMAN Living Trust, dated November 10, 1995, and any amendments thereto. Pursuant to Article Four Section 1(d) of my Living Tr t,which permits me to amend my Trust in writing at any time,I now wish to amend ray Trust as follows: 1. Article Twelve, Distribution of My Trust Property, is amended to read as follows: Article Twelve Distribution of My Trust Property Section 1. Division into Separate Shares All trust property not previously distributed under the terms of my trust shall be divided as follows: Beneficiary Relationship Share JAMES J. HOLTZMAN Son 1/3 EMILY J. RUCKLE Daughter 1/3 DOLLY HOLTZMAN Daughter-in-Law 1/9 JESSICA HOLTZMAN Granddaughter 1/9 HOLTZMAN FAMILY FUND Great Grandchildren 1/9 My Trustee shall create a trust share for each beneficiary named above ('Beneficiary"), f whether living or deceased. v 1 :e r 1 t � D _ s. w' ' � k OSection 2. Distribution of the Trust Shares for My Beneficiaries The trust share of each Beneficiary shall be administered and distributed as follows: a. Distribution of Trust Share for JAMES A. HOLTZMAN The trust share for JAMES A. HOLTZMAN shall be held in trust and administered and distributed as follows: 1. Distribution of Net Income My Trustee shall pay to or apply for JAMES A. HOLTZMAN's benefit, at least quarterly during his life, all of the net income from his trust share. 2. Distribution of Principal My Trustee shall pay to or apply for JAMES A. HOLTZMAN's benefit such amounts from the principal of his trust share as he may at any time request in writing. No limitation shall be placed on JAMES A. HOLTZMAN as to either the amount of or the reason for such invasion of principal. 3. Principal Distributions in My Trustee's Discretion My Trustee may also distribute to or for JAMES A. HOLTZMAN's benefit as much of the principal of his trust share as my Trustee, in its sole and absolute discretion, shall consider necessary or advisable for his education, health and maintenance. 4. Distribution on the Death of JAMES A. HOLTZMAN If JAMES A. HOLTZMAN should predecease me or die before the complete distribution of his trust share, his trust share shall not lapse and my Trustee shall retain the balance of the trust property in separate equal trust shares with 33 1/3% for the benefit of his surviving spouse, CHERYL HOLTZMAN, to be administered and distributed as provided in Section 3 below, and 33 1/3% each for the benefit of his children, DANIEL HOLTZMAN and JOHN HOLTZMAN (each referred to hereinafter as "Grandchild") to be administered and distributed as provided in Section 4 below. �.J 2 A Ob. Distribution of Trust Share for EMILY J. RUCKLE The trust share for EMILY J. RUCKLE shall be held in trust and administered and distributed as follows: 1. Distribution of Net Income My Trustee shall pay to or apply for EMILY J. RUCKLE's benefit, at least quarterly during her life, all of the net income from her trust share. 2. Distribution of Principal My Trustee shall pay to or apply for EMILY J. RUCKLE's benefit such amounts from the principal of her trust share as she may at any time request in writing. No limitation shall be placed on EMILY J. RUCKLE as to either the amount of or the reason for such invasion of principal. 3. Principal Distributions in My Trustee's Discretion My Trustee may also distribute to or for EMILY J. RUCKLE's benefit Qas much of the principal of her trust share as my Trustee, in its sole and absolute discretion, shall consider necessary or advisable for her education, health and maintenance. 4. Distribution on the Death of EMILY J. RUCKLE If EMILY J. RUCKLE should predecease me or die before the complete distribution of her trust share, her trust shall not lapse and my Trustee shall retain the balance of the trust property in separate equal trust shares with 33 1/3% for the benefit of her surviving spouse, STEPHEN RUCKLE, to be administered and distributed as provided in Section 3 below, and 33 1/3% each for the benefit of her children, DOUGLAS RUCKLE and MEAGAN RUCKLE (each referred to hereinafter as "Grandchild") to be administered and distributed as provided in Section 4 below. c. Distribution of Trust Share for DOLLY HOLTZMAN The trust share for DOLLY HOLTZMAN shall be held in trust and administered and distributed as follows: 3 1. Distribution of Net Income Only My Trustee, shall pay to or apply for DOLLY HOLTZMAN's benefit, at least quarterly during her life, all of the net income from her trust share. 2. Distribution on the Death of-DOLLY HOLTZMAN If DOLLY HOLTZMAN should predecease me or die before the complete distribution of her trust share, her trust shall terminate and my Trustee shall distribute the balance of the trust property to the trust share for the benefit of JESSICA HOLTZMAN to be administered and distributed as provided below in paragraph d. below. d. Distribution of Trust Share.for JESSICA HOLTZMAN The trust share for JESSICA HOLTZMAN shall be held in trust and administered and distributed as follows: 1. Distribution of Net Income My Trustee shall pay to or apply for JESSICA HOLTZMAN's benefit, at least quarterly during her life, all of the net income from her trust share. 2. Distribution of Principal My Trustee shall pay to or apply for JESSICA HOLTZMAN's benefit such amounts from the principal of her trust share as she may at any time request in writing. No limitation shall be placed on JESSICA HOLTZMAN as to either the amount of or the reason for such invasion of principal. 3. Principal Distributions in My Trustee's Discretion My Trustee may also distribute to or for JESSICA HOLTZMAN's benefit as much of the principal of her trust share as my Trustee, in its sole and absolute discretion, shall consider necessary or advisable for her education, health and maintenance. 4. Distribution on the Death of JESSICA HOLTZMAN If JESSICA HOLTZMAN should predecease me or die before the complete distribution of her trust share, the trust share set aside for her 4 shall terminate and my Trustee shall hold the balance of the trust property for the benefit of her descendants as provided in Article Fourteen of this agreement. If JESSICA HOLTZMAN has no then living descendants, my Trustee shall distribute the balance to the Holtzman Family Fund under paragraph e. below. e. Distribution of Holtzman Family Fund My trustee shall retain any trust property directed to this trust share as a common fund until the earlier of March 31, 2053 or twenty-one years after the death of the last survivor of the group consisting of my descendants living at the time of my death and shall distribute and administer the fund as follows: 1. My Trustee may apply for the benefit of each of my great grandchildren up to ten (10%) percent of the cummulative total of the' principal of this trust share and as much of the net income of this trust share as my Trustee, in its sole and absolute discretion, may determine to be necessary or advisable for the education of a great grandchild or to assist a great grandchild with the down payment on a residence. My Trustee may make discretionary distributions to or for the benefit of one or more of the beneficiaries of the Holtzman Family Fund to the complete exclusion of other beneficiaries. These discretionary distributions may be made in equal or unequal amounts as my Trustee determines. 2. At the termination of this common trust for the Holtzman Family Fund, my Trustee shall distribute, subject to the provision of Article Fourteen of this agreement, any undistributed net income and the balance of the principal to my then living descendants, per stirpes, without regard to any prior distribution from this trust share or any other share of my trust. Section 3. Trust Share Administration for My Child's Surviving Spouse The trust share for the surviving spouse of my child shall be held in trust and administered and distributed as follows: a. Distribution of Net Income Only My Trustee shall pay or apply for the surviving spouse's benefit, at least quarterly during his or her life, all of the net income from his or her trust share. 5 b. Distribution on the Death of the Surviving Spouse If the spouse of my child should predecease me or die before the complete distribution of his or her trust share, his or her trust share shall terminate and my trustee shall distribute the balance of the trust property to the trust shares for his or her children who are also my grandchildren under Section 4 below. Section 4. Trust Share Administration for a Grandchild After the Death of JAMES A. HOLTZMAN or EMILY J. RUCKLE Each trust share directed to be administered under Section 4 shall be administered and distributed as follows: a. Division into Separate Shares The trust share set aside for each Grandchild named in Section 2 shall be retained as a separate trust for the purposes stated in this Section 4. b. Distributions of Income and Principal in My Trustee's Discretion Subject to the provisions of Article Fourteen, my Trustee shall pay to or apply for the Grandchild's benefit such amounts from the undistributed net income and principal of the trust share as he or she may at any time request in writing. c. Distribution on the Death of the Grandchild If the Grandchild should die before the complete distribution of his or her trust share, his or her trust shall terminate and my Trustee shall distribute the balance of the trust property to separate trust shares to be administered and distributed for his or her issue, per stirpes, in accordance with Article Fourteen of this agreement. If the Grandchild has no descendants, my Trustee shall distribute the balance of the trust property to the Holtzman Family Fund under Section 2. e. above. 2. All other articles of the JEANNETFE A. HOLTZMAN Living Trust, dated November 10, 1995, are hereby ratified and confirmed. I executed this Amendment on March 18,2003. 6 I certify that I have read the foregoing amendment to my revocable living trust agreement, and that it correctly states the changes I desire to make in my Trust. I approve this amendment to my revocable living trust in all particulars, and request my Trustees to execute it. �r JEANNETTE A. HOLTZMAN, Trustmaker J OLTZ Trustee THOMAS W. H01:T4UAN, Trustee ACKNOWLEDGEMENT COMMONWEALTH OF PENNSYLVANIA SS. COUNTY OF CUMBERLAND The foregoing amendment to the JEANNETTE A. HOLTZMAN Living Trust was acknowledged before me on March 18,2003, by JEANNETTE A. HOLTZMAN, as Trustmaker and Trustee,who personally appeared before me and is personally known to me. my hand and official seal. Notary Public NOTARIAL SEAL Roberta L.Radcli f,Notary Public WpnNeysburg Borough,County of Cumberland My Commission Expires Jan.20,2005 o COMMONWEALTH OF PENNSYLVANIA SS. COUNTY OF CUMBERLAND The foregoing amendment to the JEANNETTE A. HOLTZMAN Living Trust was acknowledged before me on March 18, 2003, by THOMAS W. HOLTZMAN,Trustee,who personally appeared before me and is personally known to me. Witness my hand and official seal. Notary Public NOTARIAL SEAL Roberta L.Radcliff, Notary public WonNeysburg Borough,Coumy of Cumbedand My Commfseion Expires Jen.2D,2005 8 This LIVING TRUST prepared for JEANiv'ETTE A- HOLTMfAN by David H. Radcliff David H. Radcliff, P.C. Counsellor at Law 2216 Walnut Street Harrisburg, PA 17103 Telephone: (717) 236-9318 Copyright* 1995 David H. Radcliff Table of Contents The JEANNETTE A. HOLTZMAN Living Trust Introduction Article One . . . . . . . . . . . . . . . . . . . . Creation of My Trust Article Two . . . . . . . . . . . . . . . . . . . . My Family Article Three . . . . . . . . . . . . . . . . . . . Funding My Trust Providing for Me and My Family during My Lifetime Article Four . . . . . . . . . . . . . . . . . . . . Administration of My Trust during My Life Article Five . . . . . . . . . . . . . . . . . . . . Insurance Policies and Retirement Plans Providing for Me and My Family upon My Death Article Six . . . . . . . . . . . . . . . . . . . . . Administration of My Trust upon My Death Article Seven . . . . . . . . . . . . . . . . . . . Distribution of My Tangible Personal Property and Specific Distributions Article Eight . . . . . . . . . . . . . . . . . . . Creation of the Marital and Family Trusts Article Nine : . . . . . . . . . . . . . . . . . . . The Marital Trust Article Ten . . . . . . . . . . . . . . . . . . . . . The Family Trust Article Eleven . . . . . . . . . . . . . . . . . . The Common Trust i b Article Twelve . . . . . . . . . . . . . . . . . . Distributions of My Trust Property `. . Article Thirteen . . . . . . . . . . . . . . . . . Ultimate Distribution Pattern Article•Fourteen . . . . . . . . . . . . . . . . . Methods of Distribution and Trust Administra- tion with Regard to Minor and Disabled Benefi- ciaries Provisions Regarding My Trustee Article Fifteen . . . . . . . . . . . . . . . . . . The Resignation,Replacement,and Succession of My Trustees Article Sixteen . . . . . . . . . . . . . . . . . . General Matters and Instructions with Regard to the Trusteeship General and Administrative Provisions Article Seventeen . . . . . . . . . . . . . . . . My Trustee's Administrative and Investment Powers Article Eighteen . . . . . . . . . . . . . . . . . Definition and General Provisions ll �* The JEANNETTE A. HOLTZMAN Living Trust Article One Creation of My Trust Section 1. My Trust This is my Living Trust, dated November 10, 1995, by JEANNETTE A.HOLTZMAN, the Trustmaker, and the following initial Trustees: JEANNETTE A. HOLTZMAN THOMAS W. HOLTZMAN My trust is a revocable living trust that contains my instructions for my own well-being- and that of my loved ones. All references to"my trust" or"trust,"unless otherwise stated, shall refer to this Living Trust and the trusts created in it. All references to "Trustee" r. shall refer to my initial Trustee or Trustees, or their successor or successors in trust. • When the term 'Trustmaker"is used in my trust, it shall have the same legal meaning as "Grantor," "Settlor," "Trustor," or any other term referring to the maker of a trust. Notwithstanding anything in my trust to the contrary, when I am serving as a Trustee under my trust, I may act for and conduct business on behalf of my trust as a Trustee without the consent of any other Trustee. Section 2. The Name of My Trust For convenience, my trust shall be known as the: JEANNETTE A. HOLTZMAN LIVING TRUST, dated November 10, 1995 For purposes of beneficiary designations and transfers directly to my trust,my trust shall be referred to as: JEANNETTE A. HOLTZMAN and THOMAS W. HOLTZMAN, Trustees, or their successors in trust, under the JEANNETTE A. HOLTZMAN LIVING TRUST, dated November 10, 1995, and any amendments thereto. 0 1-1 F Article Two My Family My spouse's name is THOMAS W. HOLTZMAN. All references to "my spouse" in this agreement are to him. The names and birth.dates of my children are: THOMAS W. HOLTZMAN, JR., born February 7, 1945 EMILY J. RUCKLE, born August 27, 1948 JAMES A. HOLTZMAN, born April 17, 1954 All references to my children in this agreement are to these children, as well as any children subsequently born to me, or legally adopted by me. 2-1 6 Article Three Funding My Trust Section 1. Initial Funding I will initially fund my trust with $10 concurrent with its execution. Section 2. Additional Funding Additional property interests of all kinds may be transferred to my trust by me or any . other person in any manner.All property interests assigned, conveyed, or delivered to the Trustee must be acceptable to my Trustee. Section 3. Funding with Community Property Any community property,including the proceeds from such property, which is or becomes trust property shall remain community property during the lives of me and my spouse. a. A Conveyance or Transfer of Community Property A conveyance or transfer of community property to my trust, whether directly transferred or transferred to a nominee or agent on behalf of my trust, shall not be construed as a partition of the community property unless there is an express written agreement to that effect between me and my spouse. b. Withdrawals of Community Property If I make withdrawals of community property from the trust without revoking the trust, the property that is withdrawn shall retain its character as community property. If I revoke my trust, any and all community property held on behalf of my trust shall be reconveyed by my Trustee to me and my spouse as community property. 3-1 v Q My spouse shall have the unrestricted right to remove my spouse's community property share or interest from my trust at any time by notifying my Trustee of such intent in writing. During my life: The net income from the community property shall retain its community character regardless of whether it is accumulated or to whom my Trustee is directed to distribute it. My Trustee shall have no power With respect to community property that would be greater than that power that I, or my spouse would have over that same community property were it free of trust. 3-2 Y Article Four Administration of My Trust during My Life Section 1. My Lifetime Powers During my life,.I shall have the express and total power to control and direct payments, add or remove trust property, and amend or revoke this trust. a. Control and Direct Payments My Trustee, during all periods of time when I am not disabled as defined in this Article, shall distribute or retain the principal and net income of the trust as I may direct, except that I shall have no power to direct my Trustee to make gifts of principal or income from the trust to a third party. Any gift made directly by my Trustee to a third party in violation of this provision shall be construed as a distribution made directly to me, and then a gift from me to such third party. Absent directions from me, my Trustee shall distribute the trust income to me at least monthly. b. Investment Decisions During my lifetime, except for any period of my incapacity,I reserve the right to specifically approve or disapprove each and every trust investment,purchase, or sale before it is made. My Trustee is relieved from all liability for loss which may result from the purchase or sale of trust property which has been directed by me. C. Add or Remove trust Property I shall have the absolute right to add to the trust property at any time and the absolute right to remove property, or any interest therein, from the trust at any time. 4-1 ' e d. Amend or Revoke the Trust I shall have the absolute right to amend or revoke my trust, in whole or in part, at any time. Any amendment or revocation must be delivered to my Trustee in writing. This right to amend or revoke my trust is personal to me, and may not be exercised by any legal representative or agent acting on my behalf. Section 2. The Definition of My Disability My disability, for purposes of this agreement, shall be defined as follows: a. The Opinion of Two Licensed Physicians I shall be deemed disabled during any period when, in the opinion of two licensed physicians,I am incapacitated or disabled because of illness,age,or any other cause which results in my inability to effectively manage my property or financial affairs. b. Court Determination I shall also be deemed to be disabled upon the determination of a court of competent jurisdiction that I am incompetent, incapacitated, or otherwise legally unable to effectively manage my property or financial affairs. C. Disappearance or Absence I shall be deemed to be disabled upon my unexplained disappearance or absence, or if I am being detained under duress where I am unable to effectively manage my property or financial affairs. Section 3. Procedural Guidelines for My Disability During any period of time when I am disabled, my Trustee shall apply the trust property, including its income, exclusively for my benefit and for my valid obligations by observing the following procedural guidelines: 4.2 Oa. Provide for Me My Trustee shall provide as much of the principal and net income of my trust as is necessary or advisable, in its sole and absolute discretion, for my health, support, maintenance, and general welfare. b. Provide for My Spouse My Trustee,in its sole and absolute discretion,shall distribute the principal and net income of my trust in such amounts as shall be necessary for the education, health, maintenance, and support of my spouse. C. Provide for My Obligations My Trustee shall provide as much of the principal and net income of my trust as my Trustee, in its sole and absolute discretion, deems advisable for the payment of any of my valid obligations as confirmed by my Trustee. My Trustee shall provide as much of the principal and net income of my trust as my Trustee deems advisable for the payment of insurance premiums on policies owned by me, either directly or beneficially, or my trust. d. Procedural Guidelines In making distributions under this Section, my Trustee shall,at all times, give primary consideration to my needs and thereafter to my spouse. When making such distributions to my spouse, my Trustee may consider other income and resources available to my spouse. A distribution made to my spouse shall not be charged against the ultimate share which may be distributable to my spouse under any other provision of this agreement. Section 4. Undistributed Net Income Any net income which is not distributed under this Article shall be accumulated and added to principal. 4-3 Article Five Insurance Policies and Retirement Plans Section 1. During My Life During my life, I shall have the following rights, and my Trustee shall have the following duties, with respect to insurance policies or retirement plans owned by or made payable to my trust. a. My Rights I reserve, and may exercise without the approval of my Trustee or any beneficiary,all of the rights,powers, options, and privileges with respect to any insurance policy, retirement plan,annuity,or any other third-party beneficiary contract made payable to my trust or deposited with my Trustee. b. My Trustee's Obligations My Trustee shall deliver to me or my designee, upon my written request, any and all insurance policies, retirement plan documents, annuity contracts, and all other third-party beneficiary contracts, as well as all related documents, which are owned by or deposited with my Trustee pursuant to my trust. My Trustee shall not be under any obligation to have any or all of such documents returned. My Trustee shall have no obligation to see that premiums or other sums that may be due and payable under any insurance policy, retirement plan, annuity contract, or any other third-party beneficiary contract are paid. Further, my Trustee shall have no obligation with respect to any insurance policy, retirement plan, annuity contract, or other third-party beneficiary contract, as well as any documents related.thereto, deposited with my Trustee, other than to provide for their safekeeping. No provision of this agreement shall be construed to impose any obligation on me to maintain any insurance policy, retirement plan, annuity contract, or any other third-party beneficiary contract in force. 5-1 Section 2. Upon My Death Upon my death,my Trustee shall make all appropriate elections with respect to insurance policies, retirement plans, and other death benefits which are owned by or payable to my trust. a. Collection of Insurance Proceeds and Other Nonretirement Death Proceeds My Trustee shall make every reasonable effort to collect all sums made payable to my trust or my Trustee under all life insurance policies, or other nonretirem- ent death benefit plans, which provide for death proceeds made payable to or owned by the trust. In collecting policy or death benefit proceeds, my Trustee may, in its sole and absolute discretion,exercise any of the settlement options that may be available under the terms of a policy or any other third- party beneficiary contract. My Trustee shall not be liable to any beneficiary for the settlement option ultimately selected. ab. Retirement Plan Elections My Trustee shall have the right, in its sole and absolute discretion, to elect to receive any retirement plan death proceeds,whether under a qualified pension, profit sharing, Keogh, individual retirement account, or any other retirement plan, either in a lump sum or in any other manner permitted by the terms of the particular retirement plan. My Trustee shall not be liable to any beneficiary for the death benefit election ultimately selected. My Trustee,in its sole and absolute discretion, may disclaim the benefits of any retirement plan payable to my trust, including individual retirement accounts that are payable to my trust. Such disclaimed benefits shall be payable to my spouse. C. Collection Proceedings My Trustee may institute proceedings,whether in law or equity,administrative or otherwise, to enforce payment of such proceeds. .J 5-2 r - My Trustee need not, except at its option, enter into or maintain any litigation `.J or take action to enforce any payment until it has been indemnified to its satisfaction for all expenses and liabilities to which, in its sole judgment, it may be subjected. My Trustee is expressly authorized, in its sole and absolute discretion, to adjust, settle, and compromise any and all claims that may arise from the collection of any death proceeds. The decisions of my Trustee shall be binding and conclusive on all beneficiaries. d. Liability of Payor No person or entity which pays insurance proceeds or other death proceeds to my Trustee as beneficiary shall be required to inquire into any of the provisions of this trust or to see to the application of any such proceeds by my Trustee. The receipt of the proceeds by my Trustee shall relieve the payor of any further liability as a result of making such payment. J 5-3 4 Article Six Administration of My Trust upon My Death Section 1. Payment of Expenses, Claims, and Taxes Upon my death, my Trustee is authorized, but not directed, to pay the following. Expenses of my last illness, funeral, and burial,including memorials of all types and memorial services of such kind as my Trustee in its sole discretion shall approve. Legally enforceable claims against me or my estate. Expenses with regard to the administration of my estate. Federal estate tax, applicable state inheritance or estate taxes, or any other taxes occasioned by my death. Statutory or court-ordered allowances for qualifying family members. The payments authorized under this Section are discretionary, and no claims or right to payment by third parties may be enforced against my trust by virtue of such discretionary authority. My Trustee shall be indemnified from the trust property for any damages sustained by my Trustee as a result of its exercising, in good faith, the authority granted it under this Section. The payments authorized under this Section shall be paid only to the extent that the property in my probate estate, if any (other than real estate, tangible personal property, or property that, in my Trustee's judgment, is not readily marketable), is insufficient to make these payments. 6-1 Section 2. Redemption of Treasury Bonds If my trust holds United States Treasury Bonds which are eligible for redemption at par in payment of the federal estate tax, my Trustee shall redeem such bonds to the extent necessary to pay federal estate tax as a result of my death. Section 3. Coordination with My Personal Representative This Section shall be utilized to help facilitate the coordination between the personal representative of my probate estate and my Trustee with respect to any of my property owned outside of my trust at my death. a. Authorized Payments My Trustee, in its sole and absolute discretion, may elect to pay the payments authorized under this Article either directly to the appropriate persons or institutions or to my personal representative of my probate estate. My Trustee may rely upon the written statements of my personal representa- tive as to all material facts relating to these payments; my Trustee shall not have any duty to see to the application of such payments. b. Purchase of Assets and Loans My Trustee is authorized to purchase and retain in the form received, as an addition to my trust, any property which is a part of my probate estate. In addition, my Trustee may make loans, with or without security, to my probate estate. My Trustee shall not be liable for any loss suffered by my trust as a result of the exercise of the powers granted in this paragraph. C. Distributions from My Personal Representative My Trustee is authorized to accept distributions from my personal representa- tive of my probate estate without audit and my Trustee shall be under no obligation to examine the records or accounts of my personal representative. �J 6-2 Section 4. Treatment of Exempt Property In making any payments pursuant to this Article, my Trustee shall not use any property to the extent it is not included in my gross estate for federal estate tax purposes. However, if my Trustee makes the determination, in its sole and absolute discretion, that other nonexempt property is not available for payments pursuant to this Article, or that it is not economically prudent to use nonexempt property for the payment of such expenses, it may then use such exempt property. Section 5. Apportionment All expenses and claims and all estate, inheritance, and death taxes, excluding any- generation-skipping transfer tax, resulting from my death shall be paid without apportionment and without reimbursement from any person, except as otherwise specifically provided in this trust. a. Protection of Marital Trust Notwithstanding anything to the contrary in my trust, no death taxes payable as a result of my death shall be allocated to or paid from the Marital Trust or from any assets passing to my spouse and qualifying for the federal estate tax marital deduction un'.ess my Trustee has first used all other assets available to my Trustee. b. Property Passing Outside My Trust Notwithstanding anything to the contrary in my trust, estate,inheritance, and death taxes assessed with regard to property passing outside of my trust or outside of my probate estate,but included in my gross estate for federal estate tax purposes, shall be chargeable against the persons receiving such property. Section 6. My Trustee's Authority to Make Tax Elections My Trustee may exercise any available elections with regard to state or federal income, inheritance, estate, succession, or gift tax law. Cj 6-3 a. Alternate Valuation Date The authority granted my Trustee in this Section includes the right to elect any alternate valuation date for federal estate or state estate or inheritance tax purposes. b. Deduction of Administration Expenses The authority granted my Trustee in this Section shall include the right to elect whether all or any parts of the administration expenses of my estate are to be used as estate tax deductions or income tax deductions. Any administration expenses claimed as income tax deductions shall be charged against the Family Trust. No compensating adjustments need be made between income and principal as a result of such elections unless my Trustee, in its sole and absolute discretion, shall determine otherwise, or unless required by law. C. Deferment of Estate Taxes OThe authority granted my Trustee in this Section shall include the right to elect to defer payment of all or a part of my estate taxes, pursuant to any law permitting deferral, and to enter into any agreement necessary to defer payment of estate taxes even if doing so extends the statute of limitations and regardless of whether sufficient funds are available to pay the estate taxes when due. d. Election for Qualified Terminable Interest Property My Trustee,in its sole and absolute discretion,may elect to have trust property qualify for the federal estate tax marital deduction as qualified terminable interest property under the appropriate provisions of the Internal Revenue Code and its regulations. e. Special Use Valuation The authority granted to my Trustee in this Section shall include the right to elect to value qualified real property at its value based upon actual use rather than its fair market value and to enter into any agreement necessary to make 6-4 such election as permitted under the Internal Revenue Code and its regula- tions. f. Taxes and Returns My Trustee may also: Sign joint tax returns. Pay any taxes, interest, or penalties with regard to taxes. Apply for and collect tax refunds and interest thereon. 6-5 Article Seven Distribution of My Tangible Personal Property and Specific Distributions Section 1. Nonbusiness Tangible Personal Property On my death,my Trustee shall distribute my nonbusiness tangible personal property held by my trust as follows: a. Use of Memorandum My Trustee shall distribute the jewelry, clothing, household furniture, furnishings and fixtures, chinaware, silver, photographs, works of art, books, boats, automobiles, sporting goods, artifacts relating to my hobbies, and all other tangible articles of household or personal use in accordance with any written, signed, and dated memorandum left by me directing the distribution of such property. Any memorandum written, dated, and signed by me disposing of my tangible personal property shall be incorporated by reference into this agreement. Should I leave multiple written memoranda which conflict as to the disposition of any item of tangible personal property,that memorandum which is last dated shall control as to those items which are in conflict. b. Distribution of Property Not Distributed by Memorandum If my state law does not allow the use of a memorandum to distribute nonbusiness tangible personal property or, to the extent that my tangible personal property which is or becomes trust property is not disposed of by memorandum for any reason,then that nonbusiness tangible personal property shall be distributed to my spouse. If my spouse does not survive me, my tangible personal property not disposed of by memorandum shall be distributed to my surviving children in substantially equal shares. My children shall allocate the property among them as they shall U7-1 agree. My Trustee may select the property for any child who is under any form of legal disability. My Trustee shall at all times be mindful of the desires of a child when making a selection for that child. To the extent that my children fail to agree as to the division of any item of tangible personal property within a reasonable period of time,my Trustee shall, in its sole and absolute discretion, either divide the property equally among my children or sell the property and divide the proceeds equally among my children. Any decision made by my Trustee with respect to either the selection or sale of my tangible personal property shall be final and shall be binding on all of my beneficiaries. C. Distribution on the Death of a Child If a child should die before the complete distribution of the child's share of nonbusiness tangible personal property,my Trustee shall distribute that child's share to the child's then living descendants, per stirpes. If the child has no then living descendants, my Trustee shall distribute the balance of the property to my then living descendants, per stirpes. OIf I have no then living descendants, my Trustee shall distribute the balance of the trust property as provided in Article Thirteen of this agreement. Section 2. Business Tangible Personal Property The disposition of my tangible personal property under this Article shall not include tangible personal property which my Trustee, in its sole and absolute discretion, determines to be part of, or used exclusively in, any business or profession in which I had an interest at the time of my death. Section 3. Specific Distributions of Trust Property I do not wish to make any specific distributions of trust property. 72 Article Eight Creation of the Marital and Family Trusts Section 1. Division of Trust Property If my spouse survives me, my Trustee shall divide the trust property into two separate trusts, to be known as the Marital Trust and the Family Trust. a. Creation of the Marital Trust The Marital Trust shall be the fractional share of the trust property deter- mined as follows: 1. Numerator of the Fractional Share The numerator of the fractional share shall be the smallest amount which, if allowed as a marital deduction, would result in the least 0 possible federal estate tax being payable as a result of my death, / after allowing for the unified credit against federal estate tax (after taking into account adjusted taxable gifts, if any) as finally deter- mined for federal estate tax purposes,and the credit for state death taxes (but only to the extent that the use of this credit does not require an increase in the state death taxes paid). The numerator shall be reduced by the value, for federal estate tax purposes, of any interest in property that qualifies for the federal estate tax marital deduction and which passes or has passed from me to my spouse other than under this Article. 2. Denominator of the Fractional Share The denominator of the fractional share shall consist of the value, as finally determined for federal estate tax purposes, of all of my trust property under this agreement. 8-1 b. Creation of the Family Trust The Family Trust shall consist of the balance of the trust property. Section 2. Allocation of Assets between the Two Trusts My Trustee shall have complete authority to make allocations of the trust property between the Marital and Family Trusts. My Trustee may, in its sole and absolute discretion, make allocations in cash or in kind, in undivided interests, or in any proportion thereof between the two trusts. a. Nonqualifying Property My Trustee shall not allocate any property or the proceeds from any property to the Marital Trust which would not qualify for the federal estate tax marital deduction in my estate. b. Life Insurance Policies on My Spouse's Life OMy Trustee shall not allocate any policies of life insurance insuring the life of my spouse to the Marital Trust. C. Insufficient Assets for Funding the Marital Trust To the extent that there are insufficient assets qualifying for the marital deduction to fully fund the Marital Trust, the amount of the funding to the Marital Trust shall be reduced accordingly. d. My Spouse's Interest in Community Property My spouse's interest in community property which is, or becomes, trust property at my death, even though not included in my gross estate for federal estate tax purposes and not included in the computation for the value of the Marital Trust, shall be allocated to the Marital Trust. My spouse shall have the absolute and unrestricted right to: 8"2 Withdraw all of the net income from my spouse's community property. Withdraw all of the trust principal consisting of my spouse's community property. Receive principal distributions in my Trustee's discretion from my spouse's community property. Appoint by a valid last will and testament or by a trust agreement all of the principal and accrued and undistributed net income attributable to my spouse's community property. Section 3. Distributions from Retirement Plan to the Marital Trust If Retirement Plan distributions are included in the Marital Trust my Trustee shall comply t with the following guidelines. s. Form of Distribution My Trustee may elect to receive distributions from any pension, profit sharing, individual retirement account,or other retirement plan("Retirement Plan")for which my Trust is named as beneficiary, in installments or in a lump sum. b. Income Requirement My Trustee shall elect to receive distributions from a Retirement Plan payable to the Marital Trust in compliance with the minimum distribution rules of the,Internal Revenue Code if applicable and also so that at least all income earned by the Retirement Plan each calendar year is distributed to the Trust and allocated.to trust income during the year. If distributions from the Retirement Plan total less than all income earned by the Retirement Plan for a calendar year,my Trustee shall demand additional distributions equal to at least the shortfall so that my spouse will receive all income earned by the Retirement Plan at least annually. My spouse shall have full power, in my spouse's discretion, to compel my Trustee to demand such distributions and to compel the Retirement Plan Trustee to convert any nonproduc- tive property to productive property. 8-3 • C. Retirement Plan Expenses In calculating"all income earned by the Retirement Plan,' my Trustee shall allocate all Retirement Plan expenses, including income taxes and trustee's fees, that are attributable to principal distributions so that all income distributions from the Retirement Plan are not reduced. Section 4. The Valuation of Allocated Property In making the computations necessary-to determine the amount passing to the Marital Trust, my Trustee shall use those values as finally determined for federal estate tax purposes. a. Valuation of Property Property conveyed or assigned in kind to the Marital Trust shall be valued at its value as finally determined for federal estate tax purposes. However, in no event shall the aggregate value of the cash and property on the date or dates of distribution be less than the amount of the Marital Trust as finally determined in Section 1, Paragraph a of this Article. b. Consideration of Tax Consequences When making the decision as to what property shall be allocated to the Marital Trust, my Trustee shall consider the tax consequences and advisability of . allocating property subject to foreign death tax, property on which a tax credit is available, or property which is income in respect of a decedent under applicable income or estate tax laws. Section 5. My Spouse's Right to Convert Marital Trust Assets My spouse shall have the absolute and unequivocal right to compel my Trustee, at any time, to convert any nonproductive property held as an asset of the Marital Trust to productive property. This right shall be exercised in writing delivered to my Trustee. 8.4 Section 6. Disclaimer My spouse may disclaim all or any portion of any interest in property or power with respect to property passing to my spouse, or for my spouse's benefit, under this trust within the time and under the conditions permitted by law. My spouse's disclaimer may be exercised by delivering an irrevocable and unqualified refusal to accept all or any portion of such interest or power to my Trustee. If my spouse exercises this disclaimer with respect to all or any portion of the Marital Trust, the interest so disclaimed shall be added to.the Family Trust. If my spouse exercises this disclaimer with respect to my spouse's interest in all or any portion of the Family Trust, the interest that is disclaimed shall be disposed of under this agreement as though my spouse had predeceased me. O S•5 N Article Nine The Marital Trust Section 1. My Spouse's Right to Income My Trustee shall pay to or apply for my spouse's benefit, at least monthly during my spouse's lifetime, all of the net income from the.Marital Trust. Section 2. My Spouse's Right to Withdraw Principal My Trustee shall pay to or apply for my spouse's benefit such amounts from the principal of the Marital Trust as my spouse may at any time request in writing. No limitation shall be placed on my spouse as to either the amount of or reason for suck invasion of principal. Section 3. Principal Distributions in My Trustee's Discretion My Trustee may also distribute to or for my spouse's benefit as much of the principal of the Marital Trust as my Trustee, in its sole and absolute discretion, shall consider necessary or advisable for my spouse's education, health, maintenance, and support: My Trustee shall take into consideration, to the extent that my Trustee deems advisable, any income or resources of my spouse which are outside of the trust and are known to my Trustee. Section 4. My Spouse's General Power of Appointment My spouse shall have the unlimited and unrestricted general power to appoint, by a valid last will and testament or by a valid living trust agreement, the entire principal and any accrued and undistributed net income of the Marital Trust as it exists at my spouse's death. In exercising this general power of appointment,my spouse shall specifically refer to this power. 9-1 A My spouse shall have the sole and exclusive right to exercise the general power of ✓ appointment. ✓ This general power of appointment specifically grants to my spouse the right to appoint property to my spouse's own estate. It also specifically grants to my spouse the right to appoint the property among persons, corporations, or other entities in equal or unequal proportions,and on such terms and conditions,whether outright or in trust,as my spouse may elect. Section 5. Administration of the Marital Trust at My Spouse's Death The Marital Trust shall terminate at my spouse's death. My Trustee shall administer the unappointed balance or remainder of the Marital.Trust as follows: a. My Spouse's Final Expenses My Trustee may, in its sole and absolute discretion, pay for the following expenses: The expenses of the last illness, funeral, and burial of my spouse. The expenses of administering my spouse's estate. Any inheritance, estate, or other death taxes payable by reason of my spouse's death, together with interest and penalties thereon. My Trustee shall, to the extent that it is reasonable and prudent, coordinate with my spouse's personal representative to minimi,.e expenses and taxes resulting from my spouse's death. b. Redemption of Treasury Bonds If the Marital Trust holds United States Treasury Bonds eligible for redemp- tion in payment of the federal estate tax, my Trustee shall redeem the bonds to the extent necessary to pay any federal estate tax due by reason of my spouse's death. 9-2 4 C. Caution with Regard to Payments Without in any way limiting my Trustee's discretion, it is my desire that my Trustee not make any payments under this Section if those payments can be satisfied from assets of my spouse outside of the Marital Trust. Section 6. Subsequent Administration of the Marital Trust The unappointed balance or remainder of the Marital Trust shall be administered as provided in Article Eleven. �J 9-3 Article Ten I^'j The Family Trust Section 1. My Spouse's Right to Income My Trustee shall pay to, or apply for the benefit of, my spouse, at least monthly during my spouse's lifetime, all of the net income from the Family Trust. Section 2. My Spouse's Right to Withdraw Principal My spouse shall have the noncumulative right to withdraw from the principal of the Family Trust in any calendar year amounts not to exceed$5000 in the aggregate. In addition, on the last day of any calendar year, if my spouse is then living, my spouse may withdraw an amount by which 5 percent of the then market value of the principal of the Family Trust exceeds the principal amounts,if any, previously withdrawn in that year under this Section. OWithout in any way limiting the noncumulative right of my spouse to withdraw principal pursuant to this Section, I suggest that this right not be exercised until the assets of the Marital Trust are exhausted. All requests for principal distributions pursuant to this Section shall be in writing delivered to my Trustee. Section 3. Principal Distributions in My Trustee's Discretion My Trustee may also distribute to or for the benefit of my spouse and my descendants as much of the principal of the Family Trust as my Trustee, in its sole and absolute discretion, shall consider necessary or advisable for their education, health, maintenance, and support. My Trustee shall,at all times,give primary consideration to my spouse's education,health, maintenance, and support, and only thereafter to my descendants. 10-1 Y I _ . i n In making discretionary distributions of principal to my spouse, my Trustee shall preferably make all distributions of principal from the Marital Trust until it is exhausted, and only thereafter from the Family Trust. If my spouse has the power to remove a Trustee of this Family Trust, my Trustee shall not distribute any of the principal of the Family Trust that would in any manner discharge my spouse's legal obligation to a beneficiary of the Family Trust. If my spouse is disabled, my Trustee shall ignore this restriction during the period of my spouse's disability,and my spouse shall not have the power to remove a Trustee of the Family Trust. Section 4. Discretionary Guidelines for My Trustee My Trustee shall be mindful that my primary concern and objective is to provide for the education, health, maintenance, and support of my spouse and my descendants, and that the preservation of principal is not as important as the accomplishment of these objectives. In making discretionary distributions pursuant to this Article, my Trustee shall consider the following factors: a. Other Resources Available to My Beneficiaries My Trustee, in making distributions pursuant to this Article, shall take into consideration,to the extent that my Trustee,in its sole and absolute discretion, deems advisable, any income or other resources which are available outside of the Family Trust to my beneficiaries. b. Distributions to My Beneficiaries According to Their Needs My Trustee may make distributions to or for the benefit of one or more of the beneficiaries of the Family Trust to the complete exclusion of the other beneficiaries.These distributions may be made to a beneficiary or beneficiaries in equal or unequal amounts according to the respective needs of my beneficia- ries. A distribution to or for the benefit of a beneficiary shall be charged to the Family Trust rather than against the beneficiary's ultimate share or the shares of those persons taking through such beneficiary upon the termination of the Family Trust. 10-2 Section 5. Termination of the Family Trust t The Family Trust shall terminate at the death of my spouse. The remainder of the Family Trust, including any accrued and undistributed net income, shall be administered as provided in the Articles that follow. O 10-3 Article Eleven The Common Trust It is not my desire to create a Common Trust for the benefit of my children. Upon the death of my spouse, or if my spouse predeceases me, all of the trust property which has not been distributed under prior provisions of this agreement shall be divided, adminis- tered, and distributed under the Articles that follow. C� i I i i I , . i r I f '. ; . i �• p f i t �- Article Twelve Distribution of My Trust Property Section 1. Division into Separate Shares The remaining trust property shall be divided into as many shares as shall be necessary to create one equal share for each of my then living children,and one equal share for each of my deceased children who has then living descendants. Section 2. Distribution of Trust Shares for My Living Children The share of each child who survives me shall be distributed as follows: a. Distribution of Trust Share for THOMAS W. HOLTZMAN, JR. The trust share set aside for THOMAS W. HOLTZMAN, JR. shall forthwith terminate and my Trustee shall distribute all undistributed net income and principal to THOMAS W. HOLTZMAN, JR., free of the trust. If THOMAS W. HOLTZMAN,JR. should die before the complete distribution of his trust share,his trust shall terminate and my Trustee shall distribute the balance of the trust property to his then living descendants, per stirpes. If THOMAS W.HOLTZMAN,JR. has no then living descendants, my Trustee shall distribute the balance of the trust property to my then living descendants, per stirpes. If I have no then living descendants, my Trustee shall distribute the balance of the trust property as provided in Article Thirteen of this agreement. b. Distribution of Trust Share for EMILY J. RUC= The trust share set aside for EMILY J.RUCKLE shall forthwith terminate and my Trustee shall distribute all undistributed net income and principal to EMILY J. RUCKLE, free of the trust. 12-1 If EMILY J. RUCKLE should die before the complete distribution of her trust share, her trust shall terminate and my Trustee shall distribute the balance of the trust property to her then living descendants, per stirpes. If EMMY J. RUCKLE has no then living descendants, my Trustee shall distribute the balance of the trust property to my then living descendants, per stirpes. If I have no then living descendants,my Trustee shall distribute the balance of the trust property as provided in Article Thirteen of this agreement. C. Distribution of Trust Share for JAMES A. HOLTZMAN The trust share set aside for JAMES A.HOLTZMAN shall forthwith terminate and my Trustee shall distribute all undistributed net income and principal to JAMES A. HOLTZMAN, free of the trust. If JAMES A. HOLTZMAN should die before the complete distribution of his trust share, his trust shall terminate and my Trustee shall distribute the balance of the trust property to his then living descendants, per stirpes. O If JAMES A. HOLTZMAN has no then living descendants, my Trustee shall distribute the balance of the trust property to my then living descendants,per stirpes. If I have no then living descendants, my Trustee shall distribute the balance of the trust property as provided in Article Thirteen of this agreement. d. Distribution of Trust Share for Afterborn or Adopted Children If I have any additional children or legally adopt any children who are under the age of 18 after the creation of my trust, each such child's share shall be administered and distributed under the trust provisions of Article Fourteen. Section 3. Share of a Descendant of a Deceased Child Each share set aside for a deceased child who has then living descendants shall be distributed or administered as follows: 12-2 A a. Outright Distribution Each share set aside for a deceased child who has then living descendants shall be distributed to such descendants, per stirpes. b. Retention of a Minor's or Disabled Descendant's Portion in Trust If any portion of a share is distributable under this Section to any descendant of a deceased child who is under 21 years of age, or to any such descendant who is disabled or incapacitated as defined in Article Eighteen of this agreement, then my Trustee shall retain such portion in trust under the provisions of Article Fourteen. Section 4. Retention of Distributions in Trust Whenever a distribution is authorized or required to be made by a provision of this Article to any beneficiary, then that beneficiary may direct my Trustee in writing to retain such distribution in trust as follows: a. A Beneficiary's Right to Income My Trustee,during the lifetime of the beneficiary, shall pay to or apply for the benefit of the beneficiary from time to time and at the beneficiary's written direction all of the net income from this trust. b. A Beneficiary's Right to Withdraw Principal My Trustee shall pay to or apply for the benefit of the beneficiary such amounts from the principal as the beneficiary may at any time request in writing. No limitation shall be placed on the beneficiary as to either the amount of or reason for such invasion of principal. 12-3 • C. Principal Distributions in My Trustee's Discretion My Trustee may also distribute to or for the benefit of the beneficiary as much of the principal of the trust as my Trustee, in its sole and absolute discretion, shall consider necessary or advisable for the education, health, maintenance, and support of the beneficiary. d. A Beneficiary's General Power of Appointment The beneficiary shall have the unlimited and unrestricted general power to appoint, by a valid last will and testament or trust agreement, the entire principal and any accrued and undistributed net income of the trust as it exists at the beneficiary's death. In exercising this general power of appointment,the beneficiary shall specifically refer to this power. The beneficiary shall have the sole and exclusive right to exercise the general power of appointment. This general power of appointment specifically grants to the beneficiary the right to appoint property to the beneficiary's own estate. It also specifically grants to the beneficiary the right to appoint the property among persons, corporations, or other entities in equal or unequal proportions, and on such Qterms and conditions,whether outright or in trust,as the beneficiary may elect. Any property in the trust which is not distributed pursuant to the exercise of the general power of appointment shall be distributed to the beneficiary's then living descendants, per stirpes. If the beneficiary has no then living descendants, my Trustee shall distribute the remaining trust property as provided in Article Thirteen of this agreement. 12-4 r� Article Thirteen Ultimate Distribution Pattern If at any time there is no person,corporation, or other entity entitled to receive all or any part of my trust property: One-half of the trust property shall be distributed to those persons who would be my heirs had I died intestate owning such property. The balance of the property shall be distributed to those persons who would be my spouse's heirs had my spouse died intestate owning such property. The distribution of trust property, for purposes of this Article, shall be determined by the laws of descent and distribution for intestate estates in the State of Pennsylvania as;such laws are in effect at the time of any distribution under this Article. J 13-1 F Article Fourteen Methods of Distribution and Trust Administration with Regard to Minor and Disabled Beneficiaries Section 1. General Guidelines for Distribution Whenever a distribution is authorized or required to be made by a provision of this agreement to any beneficiary who is disabled or incapacitated, such distribution may be made by my Trustee: Without continuing court supervision or the intervention of a guardian, conservator, or any other legal representative. Without giving or requiring any bond or surety on bond. OPursuant to any of the methods authorized under this Article. In making distributions under this Article, disability or incapacity shall include adjudicated mental incapacity by a court of competent jurisdiction,or incapacity because of age,illness, or injury. Before making any distributions to beneficiaries other than me under this Article,it is my desire that my Trustee, to the extent that it is both reasonable and possible: Inquire into the ultimate disposition of the distributed funds. Take into consideration the behavior of trust beneficiaries with regard to their disposition of prior distributions of trust property. My Trustee shall obtain a receipt from the person, corporation, or other entity receiving any distribution called for in this Article. 14-1 A Section 2. Methods of Payment My Trustee may make the distributions called for in this Article in any one or more of the following ways: Directly to a beneficiary. To persons, corporations, or other entities for the use and benefit of the beneficiary. To an account in a commercial bank or savings institution in the name of the beneficiary, or in a form reserving the title, management, and custody of the account to a suitable person, corporation, or other entity for the use and benefit of the beneficiary. In any prudent form of annuity purchased for the use and benefit of the beneficiary. To any person or duly licensed financial institution, including my Trustee, as a.* custodian under the Uniform Transfers to Minors Act, or any similar act,of any state, or in any manner allowed by any state statute dealing with gifts or distributions to minors or other individuals under a legal disability. OTo any guardian or other person deemed by my Trustee to be responsible, and who has assumed the responsibility of caring for the beneficiary. Section 3. Trustee's Discretion to Keep Property in Trust If any trust property becomes distributable to a beneficiary when the beneficiary is under 21 years of age, or when the beneficiary is under any form of legal disability, as defined in Article Eighteen, my Trustee may retain that beneficiary's share in a separate trust until he or she attains 21 years of age, or until his or her legal disability has ceased, as follows: a- Distributions of Trust Income and Principal My Trustee shall apply to or for the benefit of the beneficiary as much of the net income and principal of the trust as my Trustee, in its sole and absolute discretion, deems necessary or advisable for the beneficiary's education,health, maintenance, and support. 14-2 In making any distributions of income and principal under this Article, my Trustee shall be mindful of, and take into consideration to the extent it deems necessary, any additional sources of income and principal available to the beneficiary which arise outside of this agreement. Any net income not distributed to a beneficiary shall be accumulated and added to principal. b. Termination and Distribution My Trustee shall distribute the trust property to a beneficiary: When he or she attains 21 years of age, or When he or she ceases to be disabled. C. A Beneficiary's General Power to Appoint Trust Property If a beneficiary should die before the complete distribution of his or her trust, the trust shall terminate and all of the trust property shall be distributed to O such persons, corporations, or other entities, including the beneficiary's own estate, in the manner in which the beneficiary shall elect. This general power of appointment must be exercised by the beneficiary by either a valid living trust or last will and testament, either of which specifically refers to this power of appointment. To the extent this general power of appointment is not exercised, my Trustee shall distribute the remaining trust property to the then living descendants of the beneficiary, per stirpes. If the beneficiary has no then living descendants, my Trustee shall distribute the remaining trust property to my then living descendants, per stirpes. If I have no then living descendants, my Trustee shall distribute the remaining trust property as provided in Article Thirteen of this agreement. 14-3 Article Fifteen OThe Resignation, Replacement, and Succession of My Trustees Section 1. The Resignation of a Trustee Any Trustee may resign by giving thirty days' written notice to me or to my legal representative. If I am not living, the notice shall be delivered to the Trustee, if any, and to all of the beneficiaries then eligible to receive mandatory or discretionary distributions of net income from any trust created under this agreement. If a beneficiary is a minor or is legally incapacitated, the notice shall be delivered to that beneficiary's guardian or other legal representative. Section 2. The Removal of a Trustee Any Trustee may be removed by me, my spouse, my children, or my other beneficiaries as follows: a. Removal by Me I reserve the right to remove any Trustee at any time. b. Removal by My Spouse After my death, or during any period that I am disabled, my spouse may remove any Trustee. C. Removal by My Other Beneficiaries After the death or disability of both me and my spouse, a majority of the beneficiaries then eligible to receive mandatory or discretionary distributions of net income under this agreement may remove any Trustee. 15-1 e. Unfilled Trusteeship OIn the event no named Trustees are available, a majority of the beneficiaries then eligible to receive mandatory or discretionary distributions of net income under this agreement shall forthwith name a corporate fiduciary. If a majority of the beneficiaries then eligible to receive mandatory or discretionary distributions of net income under this agreement cannot agree on a corporate fiduciary, any beneficiary can petition a court of competent jurisdiction, ex parte, to designate a corporate fiduciary as a Trustee. The court that designates the successor Trustee shall not acquire any jurisdiction over any trust created under this agreement, except to the extent necessary to name a corporate fiduciary as a successor Trustee. Section 4. The Minimum Number of Death Trustees If a corporate fiduciary is serving as a Trustee for any trust created under this agreement,, it may serve alone. If no corporate fiduciary is serving as a Trustee after my death, there must be at all times a minimum of two individual Trustees. O If at any time after my death there is only one individual Trustee serving as a Trustee, and no additional successor Trustees are named in this agreement, the sole remaining individual Trustee shall forthwith notify the beneficiaries then eligible to receive mandatory or discretionary distributions of net income under this agreement that they must name a corporate fiduciary to act as a Cotrustee. If the beneficiaries then eligible to receive mandatory or discretionary distributions of net income under this agreement cannot agree on a corporate fiduciary, any beneficiary can petition a court of competent jurisdiction, ex parte, to designate a corporate fiduciary as Cotrustee. The court that designates the successor Cotrustee shall not acquire any jurisdiction over any trust created under this agreement, except to the extent necessary to name a corporate fiduciary as a successor Cotrustee. 15-4 5 Section 5. Corporate Fiduciaries Any corporate fiduciary named in this trust agreement or appointed by a court of competent jurisdiction as a Trustee must be a bank or trust company situated in the United States having trust powers under applicable federal or state law. Such fiduciary shall have a combined capital and surplus of at least 2 million dollars. Section 6. Powers and Liabilities of Successor Trustee Any successor Trustee, whether corporate or individual, shall have all of the rights, powers, and privileges, and be subject to all of the obligations and duties, both discretion-. ary and ministerial, as given to the original Trustees. Any successor Trustee shall be subject to any restrictions imposed on the original Trustees. No successor Trustee shall be required to examine the accounts, records, and acts of any previous Trustees. No successor Trustee shall in any way be responsible for any act or omission to act on the' part of any 2revious Trustees. OSection 7. Powers of the Trust Company as Successor Trustee In the event Trust Company becomes the successor Trustee under this Article, the following provisions (which are set forth in one place for ease of reference and are not intended to limit any other provisions of this trust or to imply that any other provisions of this trust do not include the same power or authority of the Trustee or successor Trustee) shall apply and where specifically contradictory to the other provisions of this trust shall prevail: a. Powers of the Trust Company Regarding Affiliates The Trust Company shall have the following specific powers as to trust property and may exercise the same in its sole and absolute discretion without Court order or approval: (1) To engage any corporation, partnership or other entity affiliated with the Trust Company (an "Affiliated Entity") to render services to any trust hereunder, including without limitation: j 15-5 (i) To manage or advise on the investments of such trust on a dis- cretionary or nondiscretionary basis. (ii) To act as a broker or dealer to execute transactions, including the purchase of any securities currently distributed, underwritten, or issued by an Affiliated Entity, at standard commission rates, mark-ups or concessions, and to provide other management or investment services with respect to such trust,including the custody of assets. (2) To invest in common trust funds maintained by the trust Company and in mutual funds offered by an Affiliated Entity or to which an Affiliated Entity may render services and from which an Affiliated Entity receives compensation. (3) To purchase through or from an Affiliated Entity, acting as agent or issuer, any life insurance policy or annuity contract, including, without limitation, any variable life insurance policy or variable annuity contract, the assets under which may be allocated by the Trust Company to one or more separate accounts managed by an Affiliated Entity. (4) To pay for any of the foregoing services from trust property, O without reduction for any compensation paid to the Trust Company for its services as Trustee. (5) To retain or sell the trust property, including any securities issued by Merrill Lynch & Co., Inc., and to invest and reinvest the same in all forms of property, including, without limitation, stocks, bonds, mutual funds, notes, securities, or other property including securities issued by Merrill Lynch& Co., Inc. (6) To cause or permit all or any part of any trust hereunder to be held, maintained, or managed in any jurisdiction and to hold any trust property in the name of its nominee or a nominee of any Affiliated Entity. (7) To designate in writing an individual or a bank or trust company to act as Special Trustee with respect to specific trust property, including any securities issued by Merrill Lynch & Co., Inc., or any real property, including any real property owned or operated by a sole proprietorship, general or limited partnership, limited liability company, or closely held corporation, or any interest in any such business enterprise, which is or may become an asset of 15-6 d any trust hereunder. The Special Trustee shall hold title to such O property and have all the powers granted to the Trustee hereunder, unless otherwise limited in writing by the Trustee, to be exercised only with the approval of the Trustee. The net income and the proceeds of sale of all or any part of that specific trust property shall be remitted to the Trustee. The Special Trustee may receive reasonable compensation for services rendered in such capacity, in addition to the compensation to which the Trustee is entitled under this trust. b. Compensation of the Trustee The Trust Company, and any successor corporate Trustee, shall receive payment for its services in accordance with its schedule of rates in effect at the time such compensation becomes payable,without reduction for any other fees or other compensation paid to the Trust Company or an Affiliated Entity, including, but not limited to, such fees or other compensation paid by any mutual fund, unit investment trust or other investment vehicle, or an agent. Such compensation may be paid without Court approval. C. Acceptance of Certain Trust Property and Indemnification for Environ- mental Expenses The Trust Company shall not be deemed to have accepted title to,and shall not act or be obligated to act in any way as a fiduciary with respect to, any real property, including any real property owned or operated by a sole proprietor- ship, general or limited partnership, limited liability company, or closely-held corporation, or any interest in any such business enterprise, which is or may become an asset of the trust until (i) an appropriate environmental audit is performed at the expense of the Trustmaker or the trust to determine that conditions at such real property or operations conducted by such business enterprise are in compliance with state and federal environmental laws and regulations affecting such real property or such business enterprise and (ii)the Trust Company has accepted such property as an asset of the trust by a separate writing delivered to the Trustmaker,if living, or, if not, to the income beneficiary or beneficiaries of the trust (or their natural or legal guardians), and to the co-trustee, if any. In all events, the Trust Company may decline to accept title to or act in any way as a fiduciary as to any such property which it has determined is or thereafter may be in violation of any such environmen- tal law or regulation. After its qualification, the Trust Company shall have the right to reject any property proposed to be transferred to the trust. The Trust Company shall be held harmless from and shall be indemnified from the trust 15-7 estate and by the Trustmaker for any liability or expense, including reasonable attorneys' fees, incurred as a result of any violation, actual or alleged, of any \` environmental law or regulation with respect to any property which the Trust Company has actually or allegedly accepted. The.Trust Company is expressly authorized to take such remedial action as it in its sole and absolute discretion deems appropriate to prevent,abate,remove or otherwise respond to any actual, threatened or alleged violation of, or otherwise comply with, any environmental law or regulation, or federal, state or local agency or Court order, affecting any such property. The Trust Company may employ agents, consultants or legal counsel to assist or perform such action. All costs and expenses incurred by the Trust Company in connection with such action shall be paid by the trust or the Trustmaker. The Trust Company also may establish reasonable reserves for the payment of anticipated environmental expenses. The Trust Company shall not be liable to the Trustmaker, any beneficiary, or any other person for any loss or diminution in the value of the trust resulting from any actual, threatened or alleged violation of any such environmental law or regulation affecting any such property or for the payment of any expense of remediation thereof unless the Trust Company contributed thereto by its willful misconduct or gross negligence. d. Trustee's Accountings The Trustee may, but shall not be required to, prepare and file accountings with any Court. The Trustee may render an accounting of its administration of the trust to the Trustmaker at any time and the Trustmaker's approval thereof shall be binding upon all persons interested in the trust. Prior to delivering all of the property of any trust hereunder to a successor Trustee or to making any partial or complete distribution of trust principal, the Trustee may require an approval of its accounting either by a release and discharge by the Trustmaker, if living, or the beneficiary or beneficiaries of any such trust after the Trustmaker's death or by a Court of competent jurisdiction. All of the Trustee's fees and expenses (including reasonable attorney's' fees) attributable to any such accounting and approval shall be paid by such trust. e. Resignation of Trustee and Appointment of Successor Trustee The Trustee may resign as Trustee of any trust hereunder at any time by written notice delivered to the Trustmaker, if living, or to the adult income v 15-8 beneficiary or beneficiaries of such trust, after the Trustmaker's death, or if there is no adult income beneficiary, such notice shall be delivered to the `- natural or legal guardians of the income beneficiary or beneficiaries of such trust. Such resignation shall be effective upon the appointment of a successor Trustee. The Trustmaker,if living, or after the Trustmaker's death a majority in interest of such income beneficiaries or such natural or legal guardians, as the case may be, shall have the.power to appoint a successor Trustee, or in default of such an appointment, the Trustee shall have the same power; provided, however, that in no event may any beneficiary of such trust be appointed to act as successor Trustee. All of the Trustee's fees and expenses (including reasonable attorneys' fees) attributable to the appointment of a successor Trustee shall be paid by such trust. No bond or other security shall be required of the Trustee or any successor Trustee in any jurisdiction. Any successor Trustee shall have the same powers, authorities and discretion as though originally named as the Trustee. f. Early Termination of Trust The Trustee in its sole and absolute discretion may terminate any trust hereunder at any time it determines that the aggregate value of the trust property renders continued administration economically infeasible and, upon such termination,shall pay over the remaining trust property to the Trustmak- er, or to the income beneficiary or, proportionately, the income beneficiaries thereof after the Trustmaker's death. Upon such termination, the remainder interest in such trust shall be extinguished and the Trustee shall be account- able with respect to such trust only to the Trustmaker, if living, or to such income beneficiary or beneficiaries (or to a parent or legal guardian, other than the Trustmaker, in the case of a minor beneficiary), after the Trustmaker's death. g. Jurisdiction of Administration To minimize any tax in respect of any trust, or any beneficiary thereof, or for such other purpose as it deems appropriate, the Trustee may in its sole and absolute discretion remove all or any part of the property of, or the situs of administration of, such trust from one jurisdiction to another and elect, by an instrument filed with the trust records, that thereafter such trust shall be construed, regulated and governed as to administration by the laws of such other jurisdiction. 15-9 h. Other Powers of the Trust The Trustee shall have all powers conferred upon it by law and, without limitation, the following additional specific powers as to the trust property and may exercise the same in its sole and absolute discretion without Court order or approval: (1) To borrow upon such terms and conditions and for such purposes, and to give such security therefor, as it deems advisable. (2) To vote directly or by proxy any securities held thereunder for any purpose including shares of any mutual funds advised by any Affiliated Entity. (3) To make any division, distribution or partition of the trust property in cash or kind, or partly in cash and partly in kind, pro rata or non-pro rata (4) To employ, and to delegate any of its discretionary powers to agents, attorneys, investment advisors, or accountants as it deems O necessary and proper and to pay for such services from the trust property. (5) In connection with any trust property to which any person who is then under the age of twenty-one (21) years becomes entitled (including any discretionary distributions), (i) to pay over such property, without bond, directly to such persons, such person's guardian or conservator,the person with whom such person resides, or any custodian for such person under the provisions of any Uniform Transfers or Gifts to Minors Act;or (ii) to hold any portion or all of such property which is not paid over as provided in the foregoing clause, though vested in such person, in trust for the Following uses and purposes: to hold and manage the same and to pay or apply so much, including all, of the net income and principal to or for such person as the Trustee in its sole and absolute discre- tion shall determine to be advisable (adding any net income not so paid or applied to the principal annually), and the Trustee may but need not consider any other income or resources of such person;and when such person reaches the age of twenty-one (21) years, any property then remaining in the hands of the Trustee shall be paid over to such person, or upon such person's death before reaching 1l J 15-10 d. Notice of Removal t Neither I, my spouse, nor any of my beneficiaries, need give any Trustee being removed any reason, cause, or ground for such removal. Notice of removal shall be effective when made in writing by either: Personally delivering notice to the Trustee and securing a written receipt, or Mailing notice in the United States mail to the last known address of the Trustee by certified mail, return receipt requested. Section 3. Replacement of Trustees Trustees shall be replaced in the following manner: a. The Death or Disability of a Cotrustee While I Am a Trustee I may serve as a sole Trustee or I may name any number of Cotrustees to serve with me. If a Cotrustee subsequently dies, resigns, becomes legally incapacitated,or is otherwise unable or unwilling to serve as a Cotrustee,I may or may not fill the vacancy, as I choose. b. My Trustees upon My Disability During any period that I am disabled, THOMAS W. HOLTZMAN acting as my disability Trustee shall replace all of my initial Trustees. If the disability Trustee is unwilling or unable to serve, or cannot continue to serve for any other reason, then the following shall be named as successor disability Trustees in the order in which their names appear: First,THOMAS W.HOLTZMAN, JR.and JAMES A.HOLTZMAN, or the survivor of them; then i Second, EMILY J. RUC=; then 15-2 Third, MERRILL LYNCH TRUST CO. OF AMERICA, an Illinois t--- corporation (herein referred to as the 'Trust Company") C. My Trustees upon My Death On my death, all of the following death Trustees shall replace all of my initial Trustees, if they are then serving, or all of the disability Trustees, if they are then serving. THOMAS W. HOLTZMAN and THOMAS W. HOLTZMAN, JR. If any one or more of the death Trustees is unwilling or unable to serve as a Trustee, or if a Trustee cannot continue to serve for any other reason, then the following shall be named as successor death Trustees in the order in which their names appear: First, JAMES A. HOLTZMAN; then Second, EMILY J. RUCELE; then Third, MERRILL LYNCH TRUST CO. OF AMERICA, an Illinois corporation (herein referred to as the 'Trust Company") d. Successor Trustees If a successor Trustee is unwilling or unable to serve during the period in which I am disabled or after my death, the next following successor Trustee shall serve until the successor Trustees so named have been exhausted. A Trustee may be listed more than once in this Section or an initial Trustee may also be named as a disability Trustee or a Trustee who will serve upon my death. Naming a Trustee more than once is done as a convenience only and is not to be construed as a termination of that Trustee's trusteeship. / 15-3 C� the age of twenty-one (21) years, to such person's personal repre- sentative. The Trustee shall be completely discharged with respect to the payment of any such property made pursuant to any of the above provisions. i. Indemnification of the Trustee The Trustmaker agrees to indemnify and hold harmless the Trust Company as Trustee and the Affiliated Entities from and against any and all claims, demands, losses, liabilities, damages, and expenses which may be sustained at any time because of any act or omission including acts or omissions of ordinary negligence, occurring before the date the trust property was received by the Trustee. The Trust Company is expressly relieved of any duty or responsibility to audit or review the actions or accounts of its predecessor, and further, is relieved from any liability for the acts or omissions of its predecessor, known or unknown. j. Provisions for Self-Directed Trusts O Notwithstanding anything in this trust to the contrary, during the Trustmak- er's lifetime, the Trustmaker, or an investment advisor or other agent authorized in writing the Trustmaker, shall have the sole power to direct trust investments and the Trust Company shall make only such purchases and sales as the Trustmaker or such investment advisor or other agent may direct. The Trust Company shall act upon such investment direction without inquiry or any duty to determine suitability or investment merit and shall incur no liability for any action taken at, or for not taking any action in the absence of, such direction. It is understood and agreed that the Trustmaker has reserved the power to direct investments exclusively for the Trustmaker's own benefit and that all investment transactions hereunder are for the Trustmaker's sole account and risk. Nothing herein shall be construed to impose a fiduciary duty on the Trustmaker with respect to the exercise of such power. It is also understood and agreed that the Trustmaker, or such investment advisor or other agent, may invest in any asset, even though a disproportionate amount of the value of the trust is invested in one class or type of asset, and the Trust Company will have no duty to and will not review investments for diversity, frequency of turnover, or conformity to standards of prudence established for fiduciaries by applicable state law or by the provisions of this trust. The Trust Company will not be liable or accountable for any loss or reduction in the � ) 15-11 value of the assets of the trust as a result of any investments made by the Trust Company at the direction of the Trustmaker or such investment advisor or other agent. The Trustmaker may by written notice relinquish to the Trust Company the power to direct the purchase and sale of trust investments. Upon such relinquishment, after the Trustmaker's death or at any time that the Trustmaker becomes disabled or incompetent,the Trust Company will have and may exercise all powers hereunder with respect to trust investments without any restrictions from the Trustmaker, as it in its sole and absolute discretion determines and will thereafter be subject to all fiduciary duties. The Trust Company will have no obligation to initiate any inquiry with respect to the Trustmaker's disability or incompetence and shall incur no liability for any action taken at the Trustmaker's direction, or for any failure to act in the absence of the Trustmaker's direction, prior to receiving written notice of(1) court determination as provided for in Article 4, Section 2; (2).appointment of a guardian, conservator,. or other personal representative of the Trustmaker's person or estate; (3) written certificate of the Trustmaker's disability of incapacitation by two licensed physicians as provided for in Article 4, Section 2; or (4) of the Trustmaker's disappearance or absence as provided for in Article 4, Section 2. At any time that the Trust Company assumes the power to direct trust investments Oin accordance with these provisions, it shall be entitled to payment for its services in accordance with its schedule of rates for managed trusts in effect at the time such compensation becomes payable. 15-12 Article Sixteen General Matters and Instructions with Regard to the Trusteeship Section 1. Use of"Trustee" Nomenclature As used throughout this agreement, the word"Trustee" shall refer to the initial Trustee as well as any single,additional, or successor Trustee. It shall also refer to any individual, corporation, or other entity acting as a replacement, substitute, or added Trustee. Section 2. No Requirement to Furnish Bond My Trustee shall not be required to furnish any bond for the faithful performance of its duties. If a bond is required by any law or court of competent jurisdiction, it is my desire that no surety be required on such bond. Section 3. Court Supervision Not Required All trusts created under this agreement shall be administered free from the active supervision of any court. Any proceedings to seek judicial instructions or a judicial determination shall be initiated by my Trustee in the appropriate state court having original jurisdiction of those matters relating to the construction and administration of trusts. Section 4. My Trustee's Responsibility to Make Information Available to Beneficia- ries My Trustee shall report,at least semiannually, to the beneficiaries then eligible to receive mandatory or discretionary distributions of the net income from the various trusts created in this agreement all of the receipts, disbursements,and distributions occurring during the reporting period along with a complete statement of the trust property. 16-1 4.�x The trust's books and records along with all trust documentation shall be available and open at all reasonable times to the inspection of the trust beneficiaries and their representatives. My Trustee shall not be required to furnish trust records or documenta- tion to any individual, corporation, or other entity that is not a beneficiary, does not have the express written approval of a beneficiary,or is not requesting such pursuant to a court order. Section 5. Delegation among the Trustees Any Trustee may delegate to any other Trustee the power to exercise any or all powers granted my Trustee in this agreement, including those which are discretionary,if allowed by law. My delegating Trustee may revoke any such delegation at will. The delegation of any such power, as well as the revocation of any such delegation, shall be evidenced by an instrument in writing executed by the delegating Trustee. As long as any such delegation is in effect, any of the delegated powers may be exercised by the Trustee receiving such delegation with the same force and effect as if the delegating Trustee had personally joined in the exercise of such power. Section 6. Utilization of Substitute Trustee If any Trustee is unwilling or unable to act as to any trust property, my Trustee shall designate, in writing, an individual, bank trust department, or trust company to act as a substitute Trustee with regard to such property. The property being administered by the substitute Trustee, as well as the net income therefrom, shall be distributed or remitted as directed by the delegating Trustee consistent with the terms of this agreement. Each substitute Trustee shall exercise all of the fiduciary powers granted by this agreement unless expressly limited by the delegating Trustee in the instrument appointing such substitute Trustee, or by any provision within this Section. Any substitute Trustee may resign at any time by delivering written notice to my Trustee to that effect. 16.2 i, Section 7. Trustee's Fee My Trustee shall be entitled to fair and reasonable compensation for the services it renders as a fiduciary. The amount of compensation shall be an amount equal to the customary and prevailing charges for services of a similar nature during the same period of time and in the same geographic locale. My Trustee shall be reimbursed for the reasonable costs and expenses incurred in connection with its fiduciary duties under this agreement. Section 8. A Majority of Trustees Required to Control When more than two Trustees are acting,the concurrence and joinder of a majority of my Trustees shall control in all matters pertaining to the administration of any trust created under this agreement. If only two Trustees are acting, the concurrence and joinder of both shall be required. When more than two Trustees are acting, any dissenting or abstaining Trustee may be absolved from personal liability by registering a written dissent or abstention with the O records of the trust; the dissenting Trustee shall thereafter act with the other Trustees in any manner necessary or appropriate to effectuate the decision of the majority. Section 9. Successor Corporate Fiduciaries If any bank or trust company ever succeeds to the trust business of any corporate fiduciary serving as a Trustee under this agreement, whether because of a name change or any other form of reorganization, or if such corporate fiduciary ever transfers all of its existing business to any other bank or trust company, the successor shall thereupon, without any action being required, succeed to the trusteeship as if originally named. Section 10. Early Termination of Trusts Based on Cost If my Trustee, other than my spouse acting as a Trustee, shall determine, in its sole and absolute discretion,that any trust created under this agreement has become uneconomical to administer due to the high cost of administration relative to the value of the trust property, my Trustee may terminate such trust or trusts and distribute the trust property, including any accrued but undistributed net income, in the following order: 16-3 OTo me if I am then living. To my spouse, if a beneficiary of the trust. To the beneficiaries then entitled to receive discretionary payments of income of the trust, per stirpes. Section 11. Generation-Skipping Tax Provisions In order to minimise the impact of any generation-skipping tax that may be applied to any of the trusts created by this agreement or their beneficiaries, my Trustee, in its sole and absolute discretion, is authorized to take the following actions: a. Division into Exempt and Nonexempt Trusts M If any trust created under this agreement would be partially exempt from generation-skipping tax by reason of an allocation of a generation-skipping tax exemption to it, prior to such allocation my Trustee shall divide the total trust assets into two separate trust shares of equal or unequal value, to permit O allocation of the exemption solely to one trust share (the"exempt trust"). The exempt trust shall consist of a fractional interest of the total trust assets in an amount necessary to cause the exempt trust to be entirely exempt from generation-skipping tax. The other trust share (the "nonexempt trust") shall consist of the remaining fractional interest of the total trust assets. For purposes of this allocation,assets values as finally determined for federal estate tax purposes shall be used. b. Additions to a Separate Trust If a trust under this agreement, whether created under this Section or not, is entirely exempt or nonexempt from generation-skipping tax and adding property to it would partially subject the trust to generation-skipping tax, my Trustee may hold that property in a separate trust in lieu of making the addition. 16-4 C. Terms of the Trusts If my Trustee divides a trust into two separate trust shares or creates a separate trust for additions,the trusts or trust shares that result shall have the same terms and conditions as the original trust. My Trustee shall not make discretionary distributions from the income or principal of the exempt trust to beneficiaries who are nonskip persons as long as any readily marketable assets remain in the nonexempt trust. d. Allocation from an Exempt Trust First Upon division or distribution of an exempt trust and a nonexempt trust, my Trustee may allocate property from the exempt trust first to a share from which a generation-skipping transfer is more likely to occur. e. Taxable Distributions If my Trustee considers that any distribution from a trust under this: agreement,other than pursuant to a power to withdraw or appoint,is a taxable distribution subject to a generation-skipping tax payable by the beneficiary,my O Trustee shall augment the distribution by an amount which my Trustee estimates to be sufficient to pay the tax and shall charge the same against the trust to which the tax relates. f. Taxable Terminations If my Trustee considers that any termination of an interest in trust property is a taxable termination subject to a generation-slipping tax, my Trustee shall pay the tax from the portion of the trust property to which the tax relates, without adjustment of the relative interests of the beneficiaries. 16-5 Article Seventeen My Trustee's Administrative and Investment Powers Section 1. Introduction to Trustee's Powers Except as otherwise provided in this agreement, my Trustee shall have both the administrative and investment powers enumerated under this Article and any other powers granted by law with respect to the various trusts created by this agreement. Section 2. Powers to Be Exercised in the Best Interests of the Beneficiaries My Trustee shall exercise the following administrative and investment powers without the order of any court, as my Trustee determines in its sole and absolute discretion to be in the best interests of the beneficiaries. ONotwithstanding anything to the contrary in this agreement,my Trustee shall not exercise any power in a manner inconsistent with the beneficiaries' right to the beneficial enjoyment of the trust property in accordance with the general principles of the law of trusts. Section 3. Administrative and Investment Powers My Trustee is hereby granted the following administrative and investment powers: a- Agricultural Powers My Trustee may retain, sell, acquire, and continue any farm or ranching operation whether as a sole proprietorship, partnership, or corporation. My Trustee may engage in the production, harvesting, and marketing of both farm and ranch products either by operating directly or with management agencies, hired labor, tenants, or sharecroppers. 17-1 ti My Trustee may engage and participate in any government farm program, nwhether state or federally sponsored. My Trustee may purchase or rent machinery, equipment, livestock, poultry, feed, and seed. My Trustee may improve and repair all farm and ranch properties; construct buildings, fences, and drainage facilities; acquire, retain, improve, and dispose of wells, water rights, ditch rights, and priorities of any nature. My Trustee may, in general, do all things customary or desirable to operate a farm or ranch operation for the benefit of the beneficiaries of the various trusts created under this agreement. b. Business Powers My Trustee may retain and continue any business in which I have or had an interest as a shareholder, partner, sole proprietor, or as a participant in a joint ., venture, even though that interest may constitute all or a substantial portion. of the trust property. My Trustee may directly participate in the conduct of any such business or employ others to do so on behalf of the beneficiaries. My Trustee may execute partnership agreements,buy-sell agreements,and any amendments to them. My Trustee may participate in the incorporation of any trust property; any corporate reorganization, merger, consolidation, recapitalization, liquidation, dissolution; or any stock redemption or cross purchase buy-sell agreement. My Trustee may hold the stock of any corporation as trust property, and may elect or employ directors,officers,employees,and agents and compensate them for their services. My Trustee may sell or liquidate any business interest that is part of the trust property. My Trustee may carry out the provisions of any agreement entered into by me for the sale of any business interest or the stock thereof. 11-2 My Trustee may exercise all of the business powers granted in this agreement regardless of whether my Trustee is personally interested or an involved party with respect to any business enterprise forming a part of the trust property. C. Environmental Powers My Trustee shall have the power to inspect any trust property to determine compliance with any environmental law affecting such property or to respond to any environmental law affecting property held by my Trustee. "Environmen- tal Law" shall mean any federal, state, or local law, rule, regulation, or ordinance relating to protection of the environment or of human health. My Trustee shall have the power to refuse to accept property if my Trustee determines that there is a substantial risk that such property is contaminated by any hazardous substance or has previously, or is currently, being used for any activities directly or indirectly involving hazardous substances which could result in liability to the trust assets. "Hazardous substance" shall mean any substance defined as hazardous or toxic by any federal, state, or local law, rule, . regulation, or ordinance. My Trustee shall have the power to take any necessary action to prevent, abate, clean up or otherwise respond to any actual or threatened violation of Oany environmental law affecting trust property prior to or after the initiation or enforcement of any action by any governmental body. My Trustee may disclaim or release any power granted to it or implied by any document, statute, or rule of law which the Trustee determines may cause the Trustee to incur liability under any environmental law. My Trustee may charge the cost of any inspection, review, prevention, abatement, response, cleanup, or remedial action authorized under this power against the trust property. My Trustee shall not be liable to any beneficiary or to any other party for any decrease in value of the trust property by reason of my Trustee's compliance with any environmental law, specifically including any reporting requirement under such law. v 17-3 3 h �4 d. Common Fund Powers I � .. For the purpose of convenience with regard to the administration and investment of the trust property, my Trustee may hold the several trusts created under this agreement as a common fund. My Trustee may make joint investments with respect to the funds comprising the trust property. My Trustee may enter into any transaction authorized by this Article with fiduciaries or other trusts or estates in which any beneficiary hereunder has an interest, even though such fiduciary is also a Trustee under this agreement. e. Compensation Powers My Trustee shall pay from income or principal all of the reasonable expenses attributable to the administration of the respective trusts created in this agreement. My Trustee shall pay itself reasonable compensation for its services as fiduciary as provided in this agreement, and shall reasonably compensate those persons O employed by my Trustee, including agents, auditors, accountants, and attorneys. f. Distribution Powers My Trustee is specifically authorized to make divisions and distributions of the trust property either in cash or in kind, or partly in cash and partly in kind, or in any proportion it deems advisable. My Trustee shall be under no obligation or responsibility to make pro rata divisions and distributions in kind. My Trustee may allocate specific property to any beneficiary or share although the property may differ in kind from the property allocated to any other beneficiary or share. The foregoing powers may be exercised regardless of the income tax basis of any of the property. J 17-4 g. Funeral and Burial Expenses J My Trustee may in its sole discretion pay the funeral and burial expenses, expenses of the last illness, and valid claims and expenses of an income beneficiary of any trust created under this agreement. Funeral and burial expenses shall include, but not be limited to, the cost of memorials of all types and memorial services of such kind as my Trustee shall approve. Valid claims and expenses shall include, but not be limited to, all state and federal death taxes. The payments shall be paid from the assets of the trust or trusts from which the beneficiary was receiving income. h. Income and Principal Powers My Trustee may determine in a fair, equitable, and practical manner how all Trustee's fees, disbursements, receipts, and wasting assets shall be credited, charged, or apportioned between principal and income. My Trustee may set aside from trust income reasonable reserves for taxes, assessments,insurance premiums,repairs,depreciation,obsolescence,depletion, Oand for the equalization of payments to or for the beneficiaries; it may select any and all accounting periods with regard to the trust property. L Investment Powers in General My Trustee may invest and reinvest in such classes of stocks,bonds, securities, commodities, options, metals, or other property, real or personal, as it shall determine. My Trustee may invest in investment trusts as well as in common trust funds. My Trustee may purchase life, annuity, accident, sickness, and medical insurance on the behalf of and for the benefit of any trust beneficiary. j. Life Insurance Powers My Trustee shall have the powers with regard to life insurance as set forth in . this Paragraph j, except as otherwise provided in this agreement. U 17-5 3 i, i. Y � . i y m e 4. My Trustee may purchase, accept, hold, and deal with as owner policies of insurance on my life, the life of any trust beneficiary, or on the life of any person in whom any trust beneficiary has an insurable interest. My Trustee shall have the power to execute or cancel any automatic premium loan agreement with respect to any policy, and shall have the power to elect or cancel any automatic premium loan provision in a life insurance policy. My Trustee may borrow money with which to pay premiums due on any policy either from the company issuing the policy or from any other source and may assign any such policy as security for the loan. My Trustee shall have the power to exercise any option contained in a policy with regard to any dividend or share of surplus apportioned to the policy, to reduce the amount of a policy or convert or exchange the policy, or to surrender a policy at any time for its cash value. My Trustee may elect any paid-up insurance or any extended-term insurance nonforfeiture option contained in a policy. My Trustee shall have the power to sell policies at their fair market value to the insured or to anyone having an insurable interest in the policies. My Trustee shall have the right to exercise any other right, option, or benefit contained in a policy or permitted by the insurance company issuing that policy. Upon termination of any trust created under this agreement, my Trustee shall have the power to transfer and assign the policies held by the trust as a distribution of trust property. k. Loan, Borrowing, and Encumbrance Powers My Trustee may loan money to any person, including a beneficiary, with or without interest, on any term or on demand, with or without collateral, as it deems in the best interests of the trust beneficiaries. My Trustee may borrow money upon such terms and conditions as it shall deem advisable, including, in the case of a corporate fiduciary, the power to borrow from its own banking or commercial department. My Trustee shall have the power to obligate the trust property for the repayment of any sums borrowed where the best interests of the beneficiaries have been taken into consideration. 17-6 G+ b My Trustee shall have the power to encumber the trust property, in whole or (� in part, by a mortgage or mortgages,deeds of trust,or by pledge,hypothecation or otherwise,even though such encumbrance may continue to be effective after the term of any trust or trusts created in this agreement. 1. Margin, Brokerage, and Bank Account Powers My Trustee is authorized to buy, sell, and trade in securities of any nature, including short sales and on margin. My Trustee may maintain and operate margin accounts with brokers,and may pledge any securities held or purchased by my Trustee with such brokers as securities for loans and advances made to my Trustee. My Trustee is authorized to establish and maintain bank accounts of all types in one or more banking institutions that my Trustee may choose. m. Mortgage Powers My Trustee shall have the power to enter into any mortgage whether as a mortgagee or mortgagor, to purchase mortgages on the open market, and to otherwise buy, sell, or trade in first or subordinate mortgages. O My Trustee may reduce the interest rate on any mortgage and consent to the modification or release of any guaranty of any mortgage. My Trustee may continue mortgages upon and after maturity with or without renewal or extension, and may foreclose any mortgage. My Trustee may purchase the mortgaged property or acquire it by deed from the mortgagor without foreclosure. n. Nominee Powers My Trustee may hold any trust property in the name of my Trustee, or in the name of a nominee, and may enter into agreements to facilitate holding such property. My Trustee may accomplish such with or without disclosing its fiduciary capacity. o. Nonproductive Property My Trustee may hold property which is non-income producing or is otherwise nonproductive if the holding of such property is, in the sole and absolute discretion of my Trustee, in the best interests of the beneficiaries. v 17-7 F- p. Oil, Gas, Coal, and Other Mineral Powers My Trustee may do all things necessary to maintain in full force and effect any oil, gas, coal, or other mineral interests comprising part or all of the trust property. My Trustee may purchase additional oil, gas, coal, and other mineral interests when necessary or desirable to effect a reasonable plan of operation or development with regard to the trust property. My Trustee may buy or sell undivided interest in oil, gas, coal, and other mineral interests,and may exchange any of such interests for interests in other properties or for services. My Trustee may execute oil, gas, coal, and other mineral leases on such terms as my Trustee may deem proper, and may enter into pooling, unitization, repressurization, and other types of agreements relating to the development, operation, and conservation of mineral properties. Any lease or other agreement may have a duration that my Trustee deems reasonable, even though extending beyond the duration of any trust created in this agreement. My Trustee may execute division orders,transfer orders,releases,assignments, farmouts, and any other instruments which it deems proper. My Trustee may drill, test, explore, mine, develop, and otherwise exploit any and all oil, gas, coal, and other mineral interests, and may select, employ, utilize, or participate in any business form, including partnerships, joint ventures, co-owners' groups, syndicates, and corporations, for the purpose of acquiring,holding,exploiting,developing,operating,or disposing of oil,gas,coal, and other mineral interests. My Trustee may employ the services of consultants or outside specialists in connection with the evaluation, management, acquisition, disposition, or development of any mineral interest, and may pay the cost of such services from the principal or income of the trust property. My Trustee may use the general assets of the trusts created under this agreement for the purposes of acquiring, holding, managing, developing, pooling, unitizing, repressuring, or disposing of any mineral interest. v 17-8 p q. Powers of Attorney My Trustee may execute, deliver, and grant to any individual or corporation a revocable or irrevocable power of attorney to transact any and all business on behalf of the various trusts created in this agreement. The power of attorney may grant to the attorney-in-fact all of the rights, powers, and discretion that my Trustee could have exercised. r. Powers to Merge Similar Trusts My Trustee may merge and consolidate any trust created in this agreement with any other trust created by me, or any other person at any other time, if the other trust contains substantially the same terms for the same beneficia- ries, and has at least one Trustee in common with the trust or trusts created in this agreement. My Trustee may administer such merged and consolidated trusts as a single trust or unit. If, however, such a merger or consolidation does not appear feasible, as determined in the sole and absolute discretion of my Trustee, my Trustee may consolidate the assets of such trusts for purposes of investment O and trust administration while retaining separate records and accounts for the respective trusts. S. Powers of an Interested Trustee An interested Trustee is any Trustee who has an interest as a beneficiary in this trust agreement or any trust created by it. In all instances where an interested Trustee distributes, or participates in the distribution, of trust income or principal to or for the benefit of such Trustee, then the distribution shall be limited by the ascertainable standards of education, health, mainte- nance, and support. Notwithstanding anything in this agreement to the contrary, in making such distributions, the interested Trustee shall not use discretion in applying those ascertainable standards. No individual Trustee shall exercise or participate in the exercise of such discretionary power with respect to distributions to any person or persons such individual is legally obligated to support, as to that support obligation. 17-9 R t. Powers of an Insured Trustee Any individual Trustee under this agreement,other than me,is prohibited from exercising any power conferred on the owner of any policy which insures the life of such individual Trustee and which is held as part of the trust property. If my Trustee holds any such policy or policies as a part of the trust property, the powers conferred on the owner of such a policy shall be exercised only by the other then acting Trustee. If the insured Trustee is the only then acting Trustee, then such powers shall be exercised by a substitute Trustee designated pursuant to the provisions of the agreement dealing with the trusteeship. If any rule of law or court decision construes the ability of the insured Trustee to name a substitute Trustee as an incident of ownership, the substitution process shall be implemented by a majority of the then current mandatory and discretionary income beneficiaries, excluding the insured Trustee if the insured Trustee is a beneficiary. U. Real Estate Powers OMy Trustee may purchase, sell, transfer, exchange or otherwise acquire or dispose of any real estate. My Trustee may make leases and grant options to lease for any term, even though the term may extend beyond the termination of any trust created under this agreement. My Trustee may grant or release easements and other interests with respect to real estate, enter into party wall agreements, execute estoppel certificates, and develop and subdivide any real estate. My Trustee may dedicate parks, streets, and alleys or vacate any street or alley, and may construct, repair, alter, remodel, demolish, or abandon improvements. My Trustee may elect to insure,as it deems advisable, all actions contemplated by this subsection. My Trustee may take any other action reasonably necessary for the preserva- tion of real estate and fixtures comprising a part of the trust property or the income therefrom. 17-10 L V. S Corporation Stock If any stock of an S corporation becomes distributable to a trust created under this agreement, and such trust is not a qualified Subchapter S trust, my Trustee may implement any of the following alternatives with respect to the S corporation stock: 1. A Sole Beneficiary Where the original trust is for a sole beneficiary, my Trustee may create for that beneficiary a separate trust that qualifies as a Subchapter S trust, and then distribute such stock to the newly created trust. 2. Multiple Beneficiaries Where the original trust is for multiple beneficiaries, my Trustee may divide the trust into separate trusts for each of the beneficia- ries. Each newly created trust shall hold that beneficiary's pro rata share of the S corporation stock, and shall qualify as a Subchapter OS trust. 3. Outright Distribution If circumstances prevent my Trustee from accomplishing the first two alternatives under this paragraph, my Trustee may, in its sole and absolute discretion, distribute such stock to the beneficiaries as if the trust had terminated, while continuing to hold any other non- S corporation property in trust. Each newly created S corporation trust shall have mandatory distributions of income and shall not provide for powers of appointment that can be exercised by the beneficiary during the beneficiary's lifetime. In all other respects, the newly created trusts shall be as consistent as possible with the original trusts and still qualify as Subchapter S trusts. My Trustee may take any action necessary with regard to S corporations, including making any elections required to qualify stock as S corporation stock, and may sign all required tax returns and forms. r 17-11 W. Sale, Lease, and Other Dispositive Powers - My Trustee may sell, lease, transfer, exchange, grant options with respect to, or otherwise dispose of the trust property. My Trustee may deal with the trust property at such time or times, for such purposes,for such considerations and upon such terms,credits,and conditions, and for such periods of time, whether ending before or after the term of any trust created under this agreement, as it deems advisable. My Trustee may make such contracts,deeds,leases,and any other instruments it deems proper under the immediate circumstances, and may deal with the trust property in all other ways in which a natural person could deal with his or her property. X. Securities Powers In addition to those other securities powers granted throughout this Article,my Trustee may retain, exercise, or sell rights of conversion or subscription with respect to any securities held as part of the trust property. My Trustee may vote or refrain from voting at corporate meetings either in Operson or by proxy, whether general or limited, and with or without substitu- tions. y. Settlement Powers My Trustee may compromise, adjust, arbitrate, alter the terms of, or abandon any claim in favor of or against any trust created under this agreement, and may take deeds in lieu of foreclosure. Z. Trust Addition and Retention Powers My Trustee is authorized to receive additional trust property, whether by gift, will, or otherwise, from either me or any other person, corporation, or entity. Upon receipt of any additional property, my Trustee shall administer and distribute the same as part of the trust property. v 17-12 My Trustee may retain,without liability for depreciation or loss resulting from such retention, all property constituting the trust estate at the time of its creation or thereafter received from other sources. The foregoing shall be acceptable even though such property may not be of the character prescribed by law for the investment of trust funds or may result in inadequate diversification of the trust property. aa. Trustees' or Fiduciaries' Powers Acts In addition to all of the powers specifically granted my Trustee in this Article, my Trustee may exercise those powers set forth under the Trustees' or Fiduciaries' Powers Acts, or their equivalent, of the State of Pennsylvania, together with any amendment to such laws. My Trustee may perform every act reasonably necessary to administer each and every share or trust created under this agreement. All of the powers granted to my Trustee in this Article shall be in addition to those powers conferred upon Trustees under all applicable state and federal statutes. Each power conferred upon my Trustee under this Article, or upon Trustees in general, by applicable state or federal statutes, shall be subject to any Oexpress limitations or contrary directions contained in this agreement. 17-13 f , _ s w 9 is E' �. i 9 ° q .., "i _ � Article Eighteen �. Definition and General Provisions Section 1. Definitions For purposes of this agreement, the following words and phrases shall be defined as follows: a. Adopted and Afterborn Persons Persons who are legally adopted while they are under 18 years of age (and not those persons adopted after attaining 18 years of age) shall be treated for all purposes under this agreement as though they were the naturally born children of their adopting parents. A child in gestation who is later born alive shall be considered a child in being throughout the period of gestation. Ob. Descendants A person's descendants shall include all of his or her lineal descendants through all generations. A descendant in gestation who is later born alive shall be considered a descendant in being throughout the period of gestation. An adopted person, and all persons who are the descendants by blood or by legal adoption while under the age of 18 years of such adopted person, shall be considered descendants of the adopting parents as well as the adopting parents' ancestors. 18-1 6% C. Per Stirpes Distributions Whenever a distribution is to be made to a person's descendants, per stirpes: The distributable assets are to be divided into as many shares as there are then living children of such person and deceased children of such person who left then living descendants. Each then living child shall receive one share and the share of each deceased child shall be divided among such child's then living descendants in the same manner. d. Education As used in this trust, "education" shall include: Any course of study or instruction at an accredited college or university granting undergraduate or graduate degrees. Any course of study or instruction at any institution for specialized, vocational, or professional training. Any curriculum offered by any institution that is recognized for purposes of receiving financial assistance from any state or federal agency or program. Any course of study or instruction which may be useful in preparing a beneficiary for any vocation consistent with the beneficiary's abilities and interests. Distributions for education may include tuition, fees, books, supplies, living expenses, travel, and spending money to the extent that they are reasonable. e. Personal Representative For the purposes of this agreement, the term "personal representative" shall include an executor, administrator, guardian, custodian, conservator, Trustee, or any other form of personal representative. 18-2 r. f. Disability Except as otherwise provided in this agreement,any individual may be treated as disabled, incompetent, or legally incapacitated if: The individual has been declared or adjudicated as such by a court of competent jurisdiction, or A guardian, conservator, or other personal representative of such individual's person or estate has been appointed by a court of competent jurisdiction, or The individual has been certified as such in writing by at least two licensed physicians, or The individual has disappeared or is absent for unexplained reasons, or the individual is being detained under duress where the individual is unable to effectively manage his or her property or financial affairs. OSection 2. Dissolution of My Marriage If my marriage to my spouse shall be dissolved at any time, my spouse shall cease to be a beneficiary under this agreement and shall be treated for purposes of interpreting this agreement as though my spouse predeceased me. Section 3. The Rule Against Perpetuities Unless sooner terminated by the express provisions of this agreement, each trust created in this agreement shall terminate twenty-one years after the death of the last survivor of the group composed of me, my spouse, and those of my descendants living at the time of my death. At that time, the property held in trust shall be discharged of any further trust, and shall immediately vest in and be distributed to those persons entitled to receive or have the benefit of the income from the respective trust. For purposes of distributions under this Section only,it shall be presumed that any person then entitled to receive any discretionary payments of the income of a separate trust is 18-3 ep entitled to receive all of the income, and it shall be presumed that any class of persons entitled to receive discretionary payments of income is entitled to receive all of such income. Section 4. Protective Clause To the fullest extent permitted by law, the interests of all the beneficiaries in the various trusts and trust property subject to this agreement, except for my interest therein while I am living, shall not be alienated, pledged, anticipated, assigned, or encumbered unless specifically authorized by the terms of this agreement. Such interests, while they remain trust property, shall not be subject to legal process or to the claims of any creditors. Section 5. Maintaining Property in Trust If, on the termination of any separate trust created under this agreement, a final distribution is to be made to a beneficiary for whom my Trustee holds a trust created under this agreement, such distributions shall be added to such trust rather than being distributed. Section 6. Survivorship Presumptions If the order of my death and my spouse's death cannot be established by proof, I shall be deemed to have survived my spouse. Section 7. Contest Clause If any person, including a beneficiary, other than me, shall in any manner, directly or indirectly, attempt to contest or oppose the validity of this agreement, including any amendments thereto, or commences or prosecutes any legal proceedings to set this agreement aside, then in such event such person shall forfeit his or her share, cease to have any right or interest in the trust property, and shall be deemed to have predeceased me. 18-4 r' Should any person disclaim his or her interest, in whole or in part, in any trust created for his or her benefit in this trust agreement, the result of which would be for that person to receive trust property free of trust earlier than provided by the terms of the trust, then the disclaiming person shall forfeit his or her interest in the trust, shall cease to have any right or interest in the trust property, and shall be deemed to have predeceased me. In the event my spouse successfully elects to take a statutory share of my estate as provided under state law, then my spouse's interest in this trust shall terminate and any property held in trust for the benefit of my spouse as provided in this agreement shall be held and distributed as though my spouse had predeceased me, notwithstanding any provision in this agreement to the contrary. Section 8. Changing the Trust Situs After my death, the situs of this agreement may be changed by the unanimous consent of all of the beneficiaries then eligible to receive mandatory or discretionary distributions of net income under this agreement. If such consent is obtained, the beneficiaries shall notify my Trustee in writing of such change of trust situs, and shall if necessary designate a successor corporate fiduciary in the new situs. This notice shall constitute removal of the current Trustee if appropriate, Oand any successor corporate Trustee shall assume its duties as provided under this agreement. A change in situs under this Section shall be final and binding, and shall not be subject to judicial review. Section 9. General Matters The following general matters of construction shall apply to the provisions of this agreement: a. Construction Unless the context requires otherwise, words denoting the singular may be construed as.denoting the plural, and words of the plural may be construed as denoting the singular. Words of one gender may be construed as denoting another gender as is appropriate within such context. 18-5 rr b. Headings of Articles, Sections, and Paragraphs The headings of Articles, Sections,and Paragraphs used within this agreement are included solely for the convenience and reference of the reader. They shall have no significance in the interpretation or construction of this agreement. C. Notices All notices required to be given in this.agreement shall be made in writing by either: Personally delivering notice to the party requiring it, and securing a written receipt, or Mailing notice by certified United States mail, return receipt requested, to the last known address of the party requiring notice. The effective date of the notice shall be the date of the written receipt or the date of the return receipt, if received, or if not, the date it would have normally Obeen received via certified mail, provided there is evidence of mailing. d. Delivery For purposes of this agreement "delivery" shall mean: Personal delivery to any party, or Delivery by certified United States mail,return receipt requested to the party making delivery. The effective date of delivery shall be the date of personal delivery or the date of the return receipt, if received, or if not, the date it would have normally been received via certified mail, provided there is evidence of mailing. e. Applicable State Law The validity of this trust shall be determined by reference to the laws of the State of Pennsylvania. 18.6 Y . � { i..' F sus X� Questions with regard to the construction and administration of the various J trust5contained in this agreement shall be determined by reference to the laws of the state in which the trust is then currently being administered. f. Duplicate Originals This agreement may be executed in several counterparts; each counterpart shall be considered a duplicate original agreement. g. Not Contractual My spouse and I are executing our wills at or about the same time, but even though our wills are similar, they are not intended to be, and shall not be construed to be, contractual or reciprocal. h. Severability If any provision of this agreement is declared by a court of competent jurisdiction to be invalid for any reason, such invalidity shall not affect the remaining provisions of this agreement..The remaining provisions shall be fully Oseverable,and this agreement shall be construed and enforced as if the invalid provision had never been included in this agreement. I have executed this agreement the day and year first written aboved certify that I have read my foregoing revocable living trust agreement,and that it correctly states the terms and conditions under which my trust property is to be held, managed, and disposed of by my Trustee. I approve this revocable living trust in all particulars, and request my Trustee to execute it. ANNETTE A. HOLTZMAN, ustmaker �EANNETTE A. HOLTZMAN, ustee HOMAS W. HOLTZ , Trustee 18-7 G^ COMMONWEALTH OF PENNSYLVANIA ) ss. COUNTY OF DAUPHIN ) The foregoing living trust agreement was acknowledged before me on November 10, 1995, by JEANNETTE A. HOLTZMAN, as Trustmaker and Trustee. Witness my hand and official seal. My commiss' Notadal Seal Roberta L Radcliff,Notary Pudic Susquehanna lWp.,Darn Co,,, My Commission Expires Jan.20,1�J07 Notary Public COMMONWEALTH OF PENNSYLVANIA ) ss. COUNTY OF DAUPHIN ) The foregoing living trust agreement was acknowledged before me on November 10, 1995, by THOMAS W. HOLTZMAN, as Trustee. Witness my hand and official seal. F My commissi0 :oana Seal Roberta L adordi,Notary Pudic Susquehan Up.,Dauntrn County My commissn Expires Jan 20,19 MamhpG P�Jrn/US�l Mniaa}Aec,^iaiv,n of r�n 1os (/\' �l / Notary Public r 18-9 ; . ,. ,, `� � . � ; 4 i i i 3 1 { � _ � � ♦ � � � � .� • � .. ��X/ - fAi-7F fAutfy9`3 It.t ./;a:)L ..O y1 , SECTION ANNUITY CLAIMANT'S STATEMENT • • Contract Number(s) S058g1/,7 �i DateofBirth Name of Deceased �Tieann,4-y*e A- flu!' malt Deceased Social Security Number P13/-107- 41976 Maiden Name of the Deceased J/ anne4e Aapklay SECTION BENEFICIARY' • • Name 3 An iFf Q , No t thA,.i 1r Male ❑Female Date of Birth Social Security#Or Tax ID# ylv-7lt/J/ 77 II I' 9� Relationship to Insured •SO>QJ Address 219 N, ?AxJ&,6 Av% City KAr-r:J yut$, State tpA' Zip Code 17/// Telephone Number: Daytime: ( 717 ) S IL- O 4 Lo Evening:( 70 ) S-IL- 04 -L10 Fax:( AP_e) How are you claiming the Proceeds: O Individual ❑Trustee Executor/Administrator ❑Other SECTION • OF ❑ SPOUSAL TAKEOVER-Spouse wishes to become Owner and Annuitant of the contract. (Only available to the Deceased's spouse if the Deceased was the contract Owner and the contract was not a TSA)Anew beneficiary must be named,otherwise the benefits will become payable to the new owner's estate. New Owner's Date of Birth New Beneficiary ❑ ANNUITIZATION REQUEST(Only available within I year of death).Please request an Annuitization form. ❑ DEFERRED SETTLEMENT for years(Choose 1 to 5 from year of death). Withdrawals available upon separate,written request. V_ LUMPS (Unless an optional settlement mode is designated by the Owner) SPECIAL MAILING INS'T'RUCTIONS(Please print) 1 /r Liz J, Name tr ck i 1 T1 MM.�r L'•Trj Address �0 (S oN b.f? City State P�� Zip Code Tax deferred eaming and any pretax premiums paid into an annuity contract are taxable when the contract is surrendered.You arc liable for Federal/State taxes on the taxable portion of your benefits.Unless you tell us otherwise,Federal/State income taxes will be withheld,where applicable.If you elect not to have withholding apply or if you do not have enough Federal income tax withheld,you may be responsible for payment of estimated tax.You may incur penalties under the estimated tax rules if your withholding and estimated tax payments are not sufficient. Spousal beneficiaries may be subject to mandatory 20%withholding on Tax Sheltered Annuity(403(b))and pension contracts.NOTE: REGULAR FEDERAL WITHHOLDING IS AUTOMATICALLY 10%IF NO ELECTION IS MADE. STATE WITHHOLDING WILL BE BASED UPON STATE SPECFIC REQUIREMENTS.The election below may not be valid in those states that have mandatory withholding. Also,if you are a non- resident alien,you must complete Form W-8BEN instead of making this election now and completing the Taxpayer certification. If you do not want withholding to occur,where opting out is permitted,please indicate such by marking the appropriate selections below: 1) X 1 DO NOT want Federal Income tax withheld from my payment 2) _ X_1 DO NOT want State income tax withheld from my payment FMLACF 3P SPIA0192 1 i- fi J s ,.. . X'� h r 9 . .; *r ��.- _ _^ r Y /T4 Y i i 1 "_' Y : _' •, I _ _.�1 P 1 % I()x��IrIEMX 4- �A =`yil WE IIL Nyl1 i u`2.111�0'J4 .f�C�1 INTEREST CEASES 20 YEARS - - FROM ISSUE DATE OF 206-10-81.23 03 1995 } 1`HD"S -W - WL:TZMAN T� 361=5 AUTHT=RFORZ ST UARRISBUR0. Pk 17111 -�JL IIt OR JEANNETTE A HOLTZMAN 01087248 LLOC 3,587_50 V1089248HH DEFERRED INTEREST $ .I�r.n.ry JNrlr•..�ry I 00414095101011 1.6 20001087 24811' tl 4 V , [DEFERRED RIES W� �� 4-V. � yyyyl; l•^CYI � 1��(1i INTEREST CEASES 20 YEARS �•S FROM ISSUE DATE OF 205-10-8123 03 1995 —T-Ito"-sr iW SOITZMA'N To 3615:. RaT`RER fiORk, ST HJCRRISBuRniir px zi7M1'1 OR JEANNETTE A HOLTZMAN 010$7247 vcuuocM�--� _INTEREST $ 3i�$� 50 2 ��C V 10 8.9 2 4 9H H 00414095101011 1000 108 7 21, ?"- SERIES HH r qq°�T-�T{..SS-T�YiR % WJP 1 Ty SyTIIR YV�\.1MMlYp:.11 INTEREST CEASES 20 YEARS FROM ISSUE DATE OF 206-10-8123 03 1995 70 THOMAS .W .JfOLTZMAN --15 iLt77 3b RERFGR;O ST HARRISBUR'6ir ':PA 17+111 OR JEANNETTE A HOLTZMAN 01087249 M�CIIELOCk� DEFERRED INTEREST $ 3, 587_50 V108-1249HH 0041409510101,1 i6 3000 1087 249R' PROPERTY DESCRIPTION -W IWP 1 68 6 k 'P-opl ropertyID.1M,,', 2 23 6,k (A)Original Owner's Name (B)Original Owner's Address as Reported HOLTZMAN THOMAS W 3615 RUTHERFORD STREET HARRISBURG PA 17111 HOLTZMAN JEANNETTE 99999 (C)Holder Reporting Funds (D)Last Transaction Date OFFICE OF THE BUDGET 08127/2010 (E)Holder Address and Contact (F)Type of Funds Reported TREASURY DEPT UNCASHED CHECKS HARRISBURG PA (G)Certificate,Policy or Check Number JAMIE BAKER 8562580538 (717)783-1811 (H)Amount Reported 202.61 Total Shares Claimed 0.0000 Total Cash Claimed 202.61 RETURN CLAIM FORM AND DOCUMENTATION TO: 100733124 Bureau of Unclaimed Property I P.O.box 1837 1 Harrisburg, PA 17105-1837 1 1.800.222.2046 Page 5 10131/2013 www.patreasury.gov , . i i t i j j f i t � . 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G m d cn S X a S d J J a r m G m = c m e N p N o 0 5 =m m m o N d _� ' . d d 3 m o m mm V 3 n m D m o m v 7 N m0 m o d a ° ma to C N d T S S V D < Y X A ° m vdi m m o d ° o v ¢ G d ^ V3 V3 n y n 0 Z' vi = a N = O D m ry S S O N Vi EA d a m m < IO O O O m m a tD m w O N U A - < ° c O O IO O G O d A C m V v A a, W C ry w X 0) 01 10) W m -4 N u s N � � a.Z o p � m� _ hm r p � m p L ? pN a c m m DN O m ry� p Nm � b m m � N � Q N m ° y SS 3 n» m S � =rm m•m- o u 3 � p1 0 �^ a b ry v, o N y� S � O .pn C 6 b c a m x n p m � m c b m o. b b n , N � a m o 3 n m N ,> � F ^ N o � N o G L � a � o A 6 rpji m c O » y m• 9 N C (7i 3 0 m n d F b x � o r W � b m o b �• a D 5. 3 N m o b T 0 0 m a =, x = g r m o b � x ? o a _ ry � 'n b m _ T m R W 7 � W < N 'N 3• 3 s m _ p r m o m v 0 o '^ a m m a RECEIPT FOR PAYMENT GLENDA FARNER STRASBAUGH Receipt Date : 11/22/2013 Cumberland County - Register Of Wills Receipt Time : 12 :25 : 14 One Courthouse Square Receipt No. : 1076312 Carlisle, PA 17013 HOLTZMAN JEANNETTE A Estate File No. : 2013-01250 Paid By Remarks : JAMES A HOLTZMAN DB'1 ------------ Receipt Distribution ----- ------------------- Fee/Tax Description Payment Amount Payee Name PETITION LTRS TEST 60 . 00 CUMBERLAND COUNTY GENERAL FUN WILL 15 . 00 CUMBERLAND COUNTY GENERAL FUN AUTOMATION FEE 5 . 00 CUMBERLAND COUNTY GENERAL FUN JCS FEE 23 . 50 BUREAU OF RECEIPTS & CNTR M.D INVENTORY 15 . 00 CUMBERLAND COUNTY GENERAL FUN INH TAX RETURN 15 . 00 CUMBERLAND COUNTY GENERAL FUN SHORT CERTIFICATE 25 . 00 CUMBERLAND COUNTY GENERAL FUN Check# 3567 $158 . 50 Total Received. . . . . . . . . $158 . 50 VitalChek Order Receipt Page 1 of I VitalChek Order Receipt Print4 Purchase Date: Monday, October 21, 2013 Payment Method: Master Card XXXX XXXX XXXX 3869 Agency: Pennsylvania Vital Records Ship to: Vicky Trimmer 600 East Winding Hill Road _. Mechanicsburg, PA 17055 Shipping Method: Regular Mail .Estimated Processing Time: 20- 30 business days Order Number: 37333251 Pin: 354525 Item Record Ordered City I Price I Extra Copies Total 1 Death: Thomas W Holtzman Jr. 2 $9.00 $9.00 $18.00 Agency Expedite Fee: Moo. Processing: $10.00 Shipping: $0.00 Tax: $0.00 Total: -$28.00 Estimated Processing Time: Estimated processing time may vary according to the resources and workloads of the agency, VitalChek has no control over these variations or the amount of time an agency requires to process an order. For these reasons, we do not guarantee processing times. Shipping is not included in processing times. Order Status Information: Check the status of your order at any time by clicking on the'My Order tab at www.vitalchek.com, or by calling 866-203-2777 for automated order status information. Please be advised that if the order has.already been transmitted to the government agency, we will not be able to cancel or make changes to the order. If you have any additional questions or would like to e-mail VitalChek about this order, please visit https://VitalChek-solutions.custhelp.com Shipping Information: If your order is being shipped via an express service, you may receive a tracking number by e-mail once the order is processed and in transit. You may also be required to sign for the delivery of your certificate. Now that you've ordered your most important identity document, click here to protect it. We appreciate your business and took forward to assisting you in the future. Sincerely, VitalChek Customer Service https:/NitalChek-solutions.custhelp.com https://iv,,vw.vitalchek.com/receipi.,aspx 10/2112013 i 0 m n c ° � z 6 m �. 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