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Home My WebLink About01-31-05 REY.lsoOb:.{f.OOl '* OlTi(;iAl REV-1500 INHERITANCE TAX RETURN RESIDENT DECEDENT FilE NUMBER ~ 21 ~ COUNTY CODE YEAR SOCIAL SECURITY NUMBEA OOlclc NUMBER COMMONWEALTH OF PENNSYLVANIA DEPARTMENT OF REVENUE DEPT. 28060t HARRISBURG, PA 17128-0601 ~ W C W " W C DECEDENTS NAME (LAST, FIRST, AND MIDDLE INITIAL) Rishar, Anthony B. DATE OF DEATH (MM-DD.YEAR) DATE OF BIRTH (MM-DD-YEAR) 05/05/2004 08/25/1 927 (IF APPliCABLE) SURVIVING SPOUSE'S NAME (LAST, FIRST AND MIDDLE INITIAL) Rishar, Elizabeth R. ~ 1. Original Return 0 w ~ 0 4. Limited Estate 0 ~:!Cfl "~,, w~8 0 6. Decedent Died Testate (Attach copy ~ ~o~ ufEm 01 Will) ~ C 0 9. Litigation Proceeds Received 0 4a. Future Interest Compromise (date 01 death alter 12-12.82) 7. Decedent Maintained a Living Trust (Attach copy 01 Trust) 10. Spousal Poverty Credit (date of death between 0 11. Election to tax under Sec. 9113(A) (AlIach Sch 0) ..",,,1~~ijT~:"i~DI':""''''''':jrrR1Ji\itiW~ "":'::'I!iHOUilliIEg":""" """i1f(l!;!rr;;;ihlllimmmmmUi .m:n;:fjmij COMPLETE MAIUNG ADDRESS 2. Supplemental Return ~ w c z o ~ fl!iilKII;iRiMgj AME Susan E. Lederer . ....iiiiiOOi:"...... 202-20-4076 THIS RETURN MUST BE FilED IN DUPLICATE WITH THE REGISTER OF WILLS SOCIAL SECURITY NUMBER o 3. Remainder Return (date 01 death prior to 12-13-82) o 5. Federal Estate Tax Return Required 8. Total Number of Safe Deposit Boxes 4811 Jonestown Rd. Suite 226 Harrisburg, PA 17109 (1) None (2) -0- (3) None (4) None (5) 2,246.07 (6) None (7) 163,456.88 (9) 10,083.60 (10) l"~,) /'- '+"i<" IRM NAME (II applicable) Law Offices of Susan E. Lederer ELEPHONE NUMBER 717/652-7323 1. Real Estate (Schedule A) 2. Stocks and Bonds (Schedule B) 3. Closely Held Corporation, Partnership or Sole-Proprietorship z c ~ c ~ ~ ~ ~ c " w ~ 4. Mortgages & Notes Receivable (Schedule D) 5. Cash, Bank Deposits & Miscellaneous Personal Property (Schedule E) 6. Jointly Owned Property (Schedule F) o Separate Billing Requested 7. Inter-Vivos Transfers & Miscellaneous Non-Probate Property (Schedule G or L) 8. Total Gross Assets (total Lines 1-7) 9. Funeral Expenses & Administrative Costs (Schedule H) 10. Debts of Decedent, Mortgage Liabilities, & Liens (Schedule I) 11. Total Deductions (total Lines 9 & 10) : ~l ()FF!CIAL~~~F I .. ~'". -0 .,. -r.- :-..,-\ N --;-1 ..", :'< (..'1 <....' C;. -.n 12. Net Value of Estate (Line 8 minus Line 11) (8) ]65,702.95 (11) 10,083.60 155,619.35 (12) 13. Charitable and Governmental Bequests/See 9113 Trusts for which an election to tax has not been made (Schedule J) 14. Net Value Subject to Tax (Line 12 minus Line 13) (13) 14],641.42 (14) 13,977.93 SEE INSTRUCTIONS ON REVERSE SIDE FOR APPLICABLE RATES 15.Amount of Line 14 taxable at the spousal tax rate, 13,977.93 x .00 (15) or transfers under Sec. 9116(a)(1.2) z .045 (16) c 16.Amount of Line 14 taxable at lineal rate x ~ !; ~ 17. Amount of Line 14 taxable at sibling rate x .12 (17) ~ 0 " K 18. Amount of Line 14 taxable at collateral rate ~ x ,15 (18) 19. Tax Due (19) 0.00 0.00 CHECK HERE IF YOU ARE REQUESTING A REFUND OF AN OVERPAYMENT. 20. 0 "'.,.,.;;,.iEh''' ii;; mml'liiiilli~;~_iliiii!!ii!lII~g!E~~!IIi!!!!!!WI!I~!~!_!Iiiiiil!!~~llili!\;1!!!~~Hi Copyright 2000 form software only The Lackner Group, Inc. ,,"""'y +ii;iiiiJL; HiHl1mdil :~:mmmii jiillHllimiiiHHi!lij "" Form REV-1500 EX (Rev. 6-00) Decedent's Complete Address: STREET ADDRESS 106 Boyer Street Box 75 CITY I STATE PA I ZIP 17093 Summerdale Tax Payments and Credits: 1. Tax Due (Page 1 Line 19) 2. Credits/Payments A. Spousal Poverty Credit B. Prior Payments C. Discount Total Credits (A + 8 + C) 3. Interest/Penalty if applicable D. Interest E. Penalty TotallnteresVPenalty (D + E) 4. If Line 2 is greater than Line 1 + Line 3. enter the difference. This is the OVERPAYMENT. Check box on Page 1 Line 20 to request a refund 5. If Line 1 + Line 3 is greater than Line 2, enter the difference. This is the TAX DUE. A. Enter the interest on the tax due. B. Enter the total of Line 5 + SA. This is the BALANCE DUE. Make Check Payable 10: REGISTER OF WILLS, AGENT (1) 0.00 (2) 0.00 (3) 0.00 (4) (5) 0.00 (SA) (58) 0.00 ""UBH PLEASE ANSWER THE FOLLOWING QUESTIONS BY PLACING AN "X" IN THE APPROPRIATE BLOCKS 1. Did decedent make a transfer and: a. retain the use or income of the property transferred;......................................................... ... ..................... b. retain the right to designate who shall use the property transferred or its income;.................................... c. retain a reversionary interest; or....... ................................................................ ......................................... d. receive the promise for life of either payments, benefits or care?............................................................. 2. If death occurred after December 12,1982, did decedent transfer property within one year of death without receiving adequate consideration? ................ ... .......................... ............................ ....................... ....... 3. Did decedent own an "in trust for" or payable upon death bank account or 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? ........................... .......................... ........................ ................................... '~ i o ~ o ~ ~ 0 IF THE ANSWER TO ANY OF THE ABOVE QUESTIONS IS YES, YOU MUST COMPLETE SCHEDULE G AND FILE IT AS PART OF THE RETURN. 106 Boyer Street Box 75 Summerdale, PA Under penalties of pe~ury, I declare fhatl have examined this retum, including accompanying schedules and sfatements, and to the best of my knowledge and beliel, It is true, correcf and complete. Declaration of preparer of her than the personal representative is based on all information 01 which preparer has any knowledge. SIGNATURE OF PERSON RESPONSIBLE FOR FlUNG RETURN ADDRESS Eli beth R. ishar DATE J3J~Oos ADDRESS 4811 Jonestown Rd. Suite 226 Harrisburg, PA 17109 !IlIr-...,.~ _~, r- ~ 11M - -,. '" II_~.!III _,'ill,,' For dates of death on or after July 1, 1994 and before January 1, 1995, the tax rate imposed on the net value of transfers to or for the use of the surviving spouse is 3% [72 P.S. ~9116 (a) (1.1) (i)). 17093 ADDRESS SI ATURE OF PREPARER OTHER T AN REPRESENTATIVE Susan E. Lederer DATE / ATE ~, For dates of death on or after January 1, 1995, the tax rate imposed on the net value of transfers to or for the use of the surviving spouse is 0% [72 P.S. ~9116 (a) (1.1) (ii)]. The statute does not exemot a transfer to a surviving spouse from tax, and the statutory requirements for disclosure of assets and filing a tax return are still applicable even if the surviving spouse is the only beneficiary. For dates of death on or after July 1, 2000: The tax rate imposed on the net value of transfers from a deceased child twenty-one years of age or younger at death to or for the use of a natural parent, an adoptive parent, or a stepparent of the child is 0% [72 P.S. ~9116 (a) (1.2)]. The tax rate imposed on the net value of transfers to or for the use of the decedent's lineal beneficiaries is 4.5%. except as noted in 72 P.S. ~9116 1.2) [72 P.S. ~9116 (a) (1)). The tax rate imposed on the net value of transfers to or for the use of the decedent's siblings is 12% [72 P .5. ~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. '* SCHEDULE B STOCKS & BONDS COMMONWEALTH OF PENNSYLVANIA INHERlTANCETAX RETURN AESVENT DECEDENT ESTATE OF Rishar, Anothony B. I FILE NUMBER 21 -04- All property jointly-owned with right of survivorship must be disclosed on Schedule F. ITEM DESCRIPTION UNIT VALUE VALUE AT DATE OF NUMBER DEATH I 9,483 shares of Panworld Minerals International, Inc, CUSIP # 698070109, titled to 0.00 0.00 Anthony B. Rishar (Per conversation with a representative of Evaluation Services, Inc. this stock has no value because it is no longer actively traded) TOTAL (Also enter on line 2, Recapitulation) 0,00 . SCHEDULE E CASH, BANK DEPOSITS, & MISC. PERSONAL PROPERTY COMMONWEALTH OF PENNSYLVANIA INHERrTANCE TAX RETURN RESIDENT DECEDENT ESTATE OF Rishar, Anothony B. I FILE NUMBER 21 -04- Include the proceeds of litigation and the date the proceeds were received by the estate. All property jointly-owned with the right of survivorshIp must be disclosed on schedule F. ITEM NUMBER I DESCRIPTION VALUE AT DATE OF DEATH 1,435.00 1989 Ford Club Wagon E150, titled to Anthony B. Rishar (title was transferred to Elizabeth R. Rishar, wife, after death) 2 check from Highmark (refund of health insurance premium) 811.07 TOTAL (Also enter on Line 5, Recapitulation) 2,246.07 . SCHEDULE G INTER-VIVOS TRANSFERS & MISC. NON-PROBATE PROPERTY COMMONWEALTH OF PENNSYLVANIA INHERITANCE TAX RETURN RESIDENT DECEDENT ESTATE OF Rishar, Anothony B. FILE NUMBER 21-04 - This schedule must be completed and filed if the answer to any of ouestions 1 throuah 4 on Daae 2 is ves, ITEM DESCRIPTION OF PROPERTY DATE OF DEATH %OF Include the name at the transferee, their relationship to decedent and the dale of transfer. DECD'S EXCLUSION TAXABLE VALUE NUMBER Allach a copy of the deed for real estate. VALUE OF ASSET INTEREST (IF APPUCABLE) I 1,288.766 shares ofMFS Government Mortgage Fund Class 8,312.54 100% 8,312.54 A, CUSIP # 55273E707, held in an IRA account at MFS Investment Management, Account Number 60098835-7, Anthony B. Rishar, owner, Elizabeth R. Rishar, beneficiary ($6.45/sh) 2 527.673 shares of MFS Government Mortgage Fund Class 3,419.32 100% 3,419.32 B, CUSIP # 55273E806, held in an IRA account at MFS Investment Management, Account Number 8182617376-1, Anthony B. Rishar, owner, Elizabeth R. Rishar, beneficiary ($6.48/sh) 3 190.66 shares of Legg Mason Special, CUSIP # 524904307, 8,444.00 100% 8,444.00 held at Legg Mason, Account Number 363-06112-12, titled to Anthony B. Rishar and Elizabeth R. Rishar Trustees of the Anthony B. Rishar Living Trust ($44.29/sh) 4 268.47 shares of Royce Fund-Pennsylvania, held at Legg 2,400.00 100% 2,400.00 Mason, Account Number 363-06112-12, titled to Anthony B. Rishar and Elizabeth R. Rishar Trustees of the Anthony B. Rishar Living Trust ($8.94/sh) 5 4,000 shares Beacon Power Corp., CUSIP # 073677106, 2,680.00 100% 2,680.00 held at Legg Mason, Account Number 363-06112-12, titled to Anthony B. Rishar and Elizabeth R. Rishar Trustees of the Anthony B. Rishar Living Trust ($0.67/sh) 6 500 shares of Enpath Medical Inc., CUSIP # 29355YI05, 5,750.00 100% 5,750.00 held at Legg Mason, Account Number 363-06112-12, titled to Anthony B. Rishar and Elizabeth R. Rishar Trustees of the Anthony B. Rishar Living Trust ($11.50/sh) 7 1,000 shares of Rite Aid Corp., CUSIP # 767754104, held 4,900.00 100% 4,900.00 at Legg Mason, Account Number 363-06112-12, titled to Anthony B. Rishar and Elizabeth R. Rishar Trustees of the Anthony B. Rishar Living Trust ($4.90/sh) Total of Cantinuation Schedule(s) 127,551,02 TOTAL (Also enter an line 7, Recapitulation) 163,456,88 '* SCHEDULE G INTER-VIVOS TRANSFERS & MISC. NON-PROBATE PROPERTY continued COMMONWEALTH OF PENNSYLVANIA INHERITANCE TAX RETURN RESIDENT DECEDENT ESTATE OF Rishar, Anothony B. FILE NUMBER 21 -04- This schedule must be com Dieted and filed if the answer to anv of auestions 1 throuah 4 on Daae 2 is ves. ITEM DESCRIPTION OF PROPERTY DATE OF DEATH %OF Include the name of the transferee, their relationship to decedent and the date of transfer. DECD'S EXCLUSION TAXABLE V ALU E NUMBER VALUE OF ASSET (IF APPLICABLE) Altach a copy of the deed for real eSlale. INTEREST 8 869 shares of Tyco International, Ltd. (78 shares in 25,305.28 100% 25,305.28 certificate form and 791 shares in book-entry form), CUSIP # 20610290212410, titled to Anthony B. Rishar and Elizabeth R. Rishar Trustees of the Anthony B. Rishar Living Trust ($29.12/sh) 9 83.080 shares of Janus Worldwide Fund, CUSIP # 3,331.51 100% 3,331.51 471023309, held at Janus Capital Group, Account Number 202864824, titled to Anthony B. Rishar and Elizabeth R. Rishar Trustees of the Anthony B. Rishar Living Trust ($40.IO/sh) 10 115.539 shares of Janus Twenty Fund, CUSIP # 4,472.51 100% 4,472.51 471023408, held at Janus Capital Group, Account Number 202864824, titled to Anthony B. Rishar and Elizabeth R. Rishar Trustees of the Anthony B. Rishar Living Trust ($38.71/sh) II 192.846 shares of Janus Core Equity Fund, CUSIP # 3,527.21 100% 3,527.21 471023747, held at Janus Capital Group, Account Number 202864824, titled to Anthony B. Rishar and Elizabeth R. Rishar Trustees of the Anthony B. Rishar Living Trust ($18.29/sh) 12 1,013.942 shares of Janus Orion Fund, CUSIP # 6,367.56 100% 6,367.56 471023648, held at Janus Capital Group, Account Number 202864824, titled to Anthony B. Rishar and Elizabeth R. Rishar Trustees of the Anthony B. Rishar Living Trust ($6.28/sh) 13 409.125 shares of Janus Special Equity Fund, CUSIP # 4,614.93 100% 4,614.93 471023655, held at Janus Capital Group, Account Number 202905589, titled to Anthony B. Rishar and Elizabeth R. Rishar Trustees of the Anthony B. Rishar Living Trust (11.28/sh) 14 Money Market Account held at Janny Montgomery Scott, 48.52 100% 48.52 Account Number HB326998-9459, titled to Anthony B. Rishar and Elizabeth R. Rishar Trustees of the Anthony B. Rishar Living Trust Page 2 of Schedule G '* SCHEDULE G INTER-VIVOS TRANSFERS & MISC. NON-PROBATE PROPERTY continued COMMONWEALTH OF PENNSYLVANIA INHERITANCE TAX RETURN RESIDENT DECEDENT ESTATE OF Rishar, Anothony B. FILE NUMBER 21-04 - This schedule must be completed and filed if the answer to any of nuestions lthrounh 4 on paQe 2 is yes. ITEM DESCRIPTION OF PROPERTY DATE OF DEATH %OF Include the name of the transferee, their relationship to decedent and the date ollransfer. DECD'S EXCLUSION TAXABLE VALUE NUMBER VALUE OF ASSET (IF APPLICABLE) Attach a copy of Ihe deed lor real estate. INTEREST 15 House and Lot located at 106 Boyer Street, Summerdale, 159,767.00 50% 79,883.50 Pennsylvania, Parcel Number 09-11-3004-045, titled to Anthony B. Rishar and Elizabeth R. Rishar Trustees of the Anthony B. Rishar Living Trust and Anthony B. Rishar and Elizabeth R. Rishar Trustees of the Elizabeth R. Rishar Living Trust as Tenants in Common (market analysis attached) Page 3 of Schedule G '* SCHEDULEH AJNERAL EXPENSES & ADMNSTRATIVE COSTS COMMONWEALTH OF PENNSYLVANIA INHERITANCE TAX RETURN RESIDENT DECEDENT ESTATE OF Rishar, Anthony B. I FILE NUMBER 21 -04- Debts of decedent must be reported on Schedule I. ITEM DESCRIPTION AMOUNT NUMBER A. FUNERAL EXPENSES: I John G. Sullivan Funeral Home 6,740.00 2 Blooms by Vickory (flowers for funeral) 328.60 3 Summerdale Fire Hall (funeral luncheon) 1,500.00 B. ADMINISTRATIVE COSTS: 1. Personal Representative's Commissions Social Security Number(s) I EIN Number of Personal Representative(s): Street Address City State Zip - Year(s) Commission paid 2. Attorney's Fees Law Offices of Susan E. Lederer 1,500.00 3. Family Exemption: (If decedent's address is not the same as claimant's, attach explanation) Claimant Street Address City State Zip Relationship of Claimant to Decedent 4. Probate Fees 5. Accountant's Fees 6. Tax Return Preparer's Fees 7. Other Administrative Costs I Filing Fee for Inheritance Tax Return 15.00 TOTAL (Also enter on line 9, Recapitulation) 10,083.60 REV.1513 EX+ (9-00) *' SCHEDULE J BENEFICIARIES COMMONWEALTH OF PENNSYLVANIA INHERITANCE TAX RETURN RESIDENT DECEDENT ESTATE OF Rishar, Anthony B. I FILE NUMBER 21.04. RELATIONSHIP TO AMOUNT OR SHARE NUMBER NAME AND ADDRESS OF PERSON(S) RECEIVING PROPERTY DECEDENT OF ESTATE n..., ... I. TAXABLE DISTRIBUTIONS (include outright spousal distributions) I Elizabeth R. Rishar Wife IRA, Vehicle, Check 106 Boyer Road from Highmark Summerdale, P A 17093 ($13,977.93) Enter dollar amounts for distributions shown above on lines 15 through 18, as appropriate, on Rev 1500 cover sheet II. NON-TAXABLE DISTRIBUTIONS: A. SPOUSAL DISTRIBUTIONS UNDER SECTION 9113 FOR WHICH AN ELECTION TO TAX IS NOT BEING MADE I Family Trust (Credit Shelter Trust) under Article Nine of the Anthony B. Rishar Living Trust dated 141,641.42 July 24, 1998 B. CHARITABLE AND GOVERNMENTAL DISTRIBUTIONS TOTAL OF PART 11- ENTER TOTAL NON-TAXABLE DISTRIBUTIONS ON LINE 13 OF REV-1500 COVER SHEET 141,641.42 This LIVING TRUST prepared for ANTHONY B. RISHAR James, Smith, Durkin & Connelly 134 Sipe Avenue Hummelstown, PA 17036 (717) 533-3280 FAX (717) 533-2795 C James. Smith, Durkin & ConneDy, LLP All Rights Reserved Article One Article Two Article Three Article Four Article Five Article Six Article Seven Article Eight Article Nine Article Ten Article Eleven Article Twelve Article Thirteen Article Fourteen Article Fifteen ANTHONY B. RISHAR LIVING TRUST Table of Contents Trust Creation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. 1-1 The Trust Estate. . . . . . . . . . . . . . . . . . . . . . . . . . . . .. 2-1 Appointtnent of Trustees. ......................... 3-1 Trustor's Lifetime Rights. . . . . . . . . . . . . . . . . . . . . . . . . . 4-1 Administration at Death of the Trustor ................ 5-1 Specific Distributions of Trust Property . . . . . . . . . . . . . . .. 6-1 Division into Survivor's Share and Family Share. . . . . . . . . . . . 7-1 The Survivor's Trust. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8-1 The Family Trust .. . . . . . . . . . . . . . . . . . . . . . . . . . .. 9-1 Common Pot Trust .. . . . . . . . . . . . . . . . . . . . . . . . . .. 10-1 Division and Distribution of Trust Property. . . . . . . . . . . . .. 11-1 Distribution If No Designated Beneficiaries. ............. 12-1 Trustee Administration . . . . . . . . . . . . . . . . . . . . . . . . .. 13-1 Trustee Powers .............................. 14-1 General Provisions. . . . . . . . . . . . . . . . . . . . . . . . . . . .. 15-1 ANTHONY B. RISHAR LIVING TRUST Article One Trust Creation Section 1. Parties to My Trust My Trust Agreement, dated JUL 2 4 1998 Trustor, and the following Initial Trustees: , is made between ANTHONY B. RISHAR, the ANTHONY B. RISHAR ELIZABETH R. RISHAR Section 2. Name of My Trust My Trust may be referred to as the: ANTHONY B. R1SHAR LIVING TRUST, dated JUL 24 1998 The formal name of my Trust and the designation to be used for the transfer of title to the name of my Trust is: ANTHONY B. RISHAR and ELIZABETH R. RISHAR, Trustees, or their successors in trust, under the ANTHONY B. RISHAR LIVING TRUST, dated JUL 24 1998 and any amendments thereto. Section 3. Revocable Living Trust My Trust is a revocable trust. Section 4. Trustor as Trustees Unless otherwise provided in my Trust Agreement, when I am serving as Trustee under my Trust, I may conduct business and act on behalf of my Trust without the consent of any other Trustee. 1-1 ",- Section S. Creation of IRC Section 401(a)(9) Irrevocable Trust i Notwithstanding any other provision of my Trust Agreement, the Retirement Subtrust of any Trust described in Article Seven is hereby deemed to be irrevocable upon execution of my Trust Agreement. Any such irrevocable subtrust shall remain unfunded until funded pursuant to a Beneficiary Designation. Section 6. My Family a. Marital Status I am presently married and the name of my spouse is ELIZABETH R. RISHAR. b. My Children The names and birth dates of my children are as follows: Name Birth Date ELIZABETH R. MEASE.VOGEL JOAN M. WEHLER PATRICIA A. WEIGEL MARGUERITTE H. KLING FRANCIS A. RISHAR CHRISTIANA HELMAN June 05, 1947 May 29, 1948 January 6, 1951 March 11, 1952 February 2, 1953 September 18, 1963 All references to my children in my Trust Agreement are to these children only and any children subsequently born to or adopted by me. 1-2 ,.- I Article Two The Trust Estate Section 1. Initial Transfer of Property I hereby assign, convey, transfer and deliver to my Trustee all property set forth on Schedule "A", attached hereto, and made part of my Trust Estate. My Trustee acknowledges receipt of all assets listed on the attached Schedule. AIl assets titled in the name of my Trust or in the name of my Trustee, but not listed on Schedule "A", shall be considered a part of my Trust Estate as if they had been set forth on the attached Schedule. Section 2. Additional Transfers to Trust I, or any other person or entity, may transfer or devise to my Trustee additional assets, real or personal, and may name my Trustee as the beneficiary of life insurance policies, annuities, retirement plans or similar contracts. Such assets, policies and proceeds, upon acceptance by my Trustee, shall be a part of my Trust Estate, subject to all the terms of my Trust Agreement. Section 3. Character of Trust Assets All property transferred by me into my Trust shall retain its character. All such property transferred, and income thereon or withdrawals thereof, shall be my Trust Estate. Section 4. Acceptance of Trust Property All property transferred to my Trust and accepted by my Trustee shall be held, administered and distributed according to the terms of my Trust Agreement. Section 5. Trust Property Schedule The trust property transferred to my Trust is set forth on Schedule "A". 2-1 Article Three Appointment of Trustees Section 1. Definition of Trustee All uses of the word "Trustee" in my Trust Agreement shall be deemed a reference to the person or entity then serving as Trustee and shall include alternate or Successor Trustees or Co-Trustees, unless the context requires otherwise. Section 2. Resignation of a Trustee Any Trustee may resign at any time without court approval by giving written notice to me if I am living and competent. If I am not then living and competent, written notice shall be given to my next Successor Trustee; or if there is no next Successor Trustee, to the beneficiaries then entitled to receive income or principal distributions under my Trust Agreement, to their respective Personal Representatives, or if any of such beneficiaries then be a minor, to the persons having the care or custody of any such minor. Such resignation shall be effective upon the appointment of a Successor Trustee. Section 3. Removal of a Trustee Any Trustee may be removed under my Trust Agreement as follows: a. While I Am Alive and Competent While I am alive and competent, I may add a Trustee, or remove or replace any other Trustee appointed under my Trust Agreement at any time without cause. b. Removal by Others Upon my death or incapacity, any Trustee may be removed at any time for cause by a majority vote of the beneficiaries then entitled to receive income or principal distributions under my Trust Agreement or their Personal Representatives. c. Notice to Removed Trustee Written notice of removal under my Trust Agreement shall be effective immediately when signed by the person or persons authorized to make the removal 3-1 ( and delivered to my Trustee personally or three business days after mailing by certified mail, return receipt requested. The written notice removing a Trustee shall identify the Successor Trustee. d. Transfer of Trust Property The Trustee so removed shall promptly transfer and deliver to the Successor Trustee all property of my Trust under the removed Trustee's possession and control. Section 4. Designated Successor Trustees Subject to the provisions of Section 3 of this Article, whenever a Trustee is removed, dies, resigns, becomes incapacitated, or is otherwise unable or unwilling to serve, the vacant Trustee position shall be filled as follows: a. Vacancy in Position of Trustee While I Am Alive and Competent I may serve as the only Trustee or I may name any number of Trustees to serve with me. If any of these other Trustees subsequently fails or ceases to serve as a Trustee for any reason, I mayor may not appoint another to fill the vacancy. b. Incapacity Trustees of ANTHONY B. RlSHAR If ANTHONY B. RlSHAR becomes incapacitated while serving as an Initial Trustee, he shall be replaced by the following Incapacity Trustee( s) to serve in the priority listed until the list has been exhausted. Unless otherwise specified, if Co- Incapacity Trustees are serving, the next following named Successor Incapacity Trustee(s) shall serve only after all of the Co-Incapacity Trustees cease to act as Trustees: ELlZABETH R. RISHAR; THEN ELlZABETH R. MEASE.vOGEL; THEN CHRISTIANA HELMAN AND MARGUERlTIE H. KLING, JOINTLY c. Death Trustees of ANTHONY B. RlSHAR Upon the death of ANTHONY B. RISHAR, he or his Incapacity Trustee, if either is then serving as Trustee, shall be replaced by the following Death Trustee(s) to serve in the priority listed until the list has been exhausted. Unless otherwise 3-2 / ( specified, if Co-Death Trustees are serving, the next following named Successor Death Trustee(s) shall serve only after all of the Co-Death Trustees cease to act as Trustees: ELIZABETH R. RISHAR; THEN ELIZABETII R. MEASE-VOGEL; THEN CHRISTIANA HELMAN AND MARGUERITIE H. KLING, JOINTI. Y Section 5. Definition of Incapacity A Trustee shall be considered incapacitated in the event that such Trustee has been determined. to be legally incompetent by a court of competent jurisdiction; has been certified by two licensed physicians to be unable to properly handle his or her own affairs by reason of physical illness or mental illness; or otherwise is unable freely to communicate for a period of 90 days. Section 6. No Designated Successor Trustees If at any time there is no Trustee acting under my Trust Agreement, and there is no person or institution designated and qualified as a Successor Trustee, a majority of the beneficiaries then eligible to receive distributions of income or principal under my Trust Agreement or their Personal Representatives shall appoint a Successor Trustee. If any trust existing under my Trust Agreement lacks a Trustee and no successor is appointed pursuant to this Section, the vacancy shall be filled by a court of competent jurisdiction. Section 7. Responsibility of Successor Trustees Other than amending or revoking my Trust, a Successor Trustee shall have the same rights, powers, duties, discretions and immunities as if such Trustee had been named as Initial Trustee under my Trust Agreement. No Successor Trustee shall be personally liable for any act or failure to act of any predecessor Trustee or shall have any duty to examine the records of any predecessor Trustee. A Successor Trustee may accept the account rendered and the property delivered by, or on behalf of, a predecessor Trustee as a full and complete discharge of the duties of the predecessor Trustee without incurring any responsibility or liability for doing so. , , ~-~ Article Four Trustor's Lifetime Rights Section 1. Income and Principal a. Right to Trust Income and Principal My Trustee shall pay to or apply for my benefit during my lifetime, all or part of the income and principal of my Trust Estate as I may direct. b. Trustee Liability Upon any distribution of the income or principal of my Trust Estate authorized or directed by me, my Trustee shall incur no liability, and shall be under no obligation or responsibility for such distribution. Section 2. Trustor's Rights During Incapacity a. Definition of Incapacity I shall be considered incapacitated in the event that I have been determined to be legally incompetent by a court of competent jurisdiction; have been certified by two licensed physicians to be unable to properly handle my own affairs by reason of physical illness or mental illness; or otherwise am unable freely to communicate for a period of 90 days. Notwithstanding any other provision in my Trust Agreement, it is conclusively presumed that I intend to return home. b. Income and Principal Distributions During the period of my incapacity my Trustee shall pay to, or apply for, my benefit as much of the net income and principal of my Trust Estate as my Trustee, in my Trustee's discretion, shall deem necessary or advisable. c. Income and Principal Distribution for the Trustor's Spouse If directed by my Attorney-in-Fact, after making payments authorized under Section 2. b of this Article, during the period of my incapacity my Trustee shall pay to, or apply for, the benefit of my Spouse as much of the Trust Estate as my 4-1 Trustee, in my Trustee's discretion, shall deem necessary or advisable, from time to time, for my Spouse's health, education, maintenance and support, taking into consideration my Spouse's other income or resources. d. Tax and Government Benefits Planning Should I become incapacitated, my Trustee shall cooperate in tax and govermnent benefits planning with my Attorney-in-Fact appointed under a durable power of attorney, but the primary concern of my Trustee shaH be for the welfare of me and my Spouse and secondarily for such planning. Section 3. Right to Amend or Revoke My Trust a. Power to Revoke and Amend While I Am Living Except as to any irrevocable Retirement Subtrust, while I am alive, I may at any time or times, by written notice filed with my Trustee, amend any provision of my Trust Agreement or revoke my Trust in whole or in part. b. Method to Revoke or Amend Any amendment or revocation of my Trust Agreement shaH be by a written instrument signed by me and delivered to my Trustee. An exercise of the power of amendment substantially affecting the duties, rights and liabilities of my Trustee shall be effective upon my Trustee only if agreed to by my Trustee in writing. c. Delivery of Property After Revocation After any revocation of my Trust, my Trustee shall promptly deliver the trust property to me. d. Trustee's Retention of Assets Upon Revocation In the event of any revocation of aH or part of my Trust, my Trustee shaH be entitled to retain sufficient assets to reasonably secure the payment of liabilities my Trustee has lawfuHy incurred in administering my Trust unless I indemnify my Trustee against loss or expense. 4-2 Section 4. Exercise of Trustor's Rights and Powers by Others Any right or power that I may exercise under the terms of my Trust Agreement may be exercised for and on my behalf by any Attorney-in-Fact who, at the time of the exercise, is duly appointed and acting for me under a valid and enforceable power of attorney executed by me. Other than as provided in this Section 4, the powers under my Trust Agreement are personal to me and may not be exercised by any other person or entity. Section 5. Property Held as Nominee For administrative convenience, it is contemplated that certain assets may be added to my Trust Estate from time to time with the possession and control thereof retained by or redelivered to me. Notwithstanding such control or redelivery, such assets shall be assets of the Trust Estate and held by me as the nominee of my Trustee. During the period such assets are in my possession they shall be subject to the following terms and conditions: a. I may receive directly and devote to my own use and benefit any dividends, interest, income, or proceeds or distributions from or upon such assets and neither r nor my Trustee shall have any duty of accounting to the other or to any other person with regard thereto. b. Any sale, exchange or other transfer of such assets by me shall constitute a withdrawal of such assets from the Trust Estate and my Trustee shall have no further interest therein or duties with regard thereto. Though not a condition precedent to any such withdrawal, r agree to notify my Trustee of all such withdrawals. c. r shall be responsible for the reporting of the income from such assets to the appropriate taxing authorities and my Trustee shall have no responsibility for including such income on any fiduciary returns prepared by my Trustee or for the preparation of any other government filing with respect thereto unless I duly notify my Trustee of such income items and a full and adequate accounting thereof is made and presented to my Trustee. d. I shall protect and indemnify my Trustee against all losses, liabilities and expenses which may result directly or indirectly from my use, possession, management or control of such assets. e. Upon my death or incapacity, my Trustee shall remain entitled to the possession thereof and shall continue to have all the rights. powers and duties with respect to such assets which are granted to my Trustee herein. 4-3 My Trustee is not responsible for assets held by me as nominee. However, it is also understood that my Trustee shall use any reasonable and prudent means to secure possession of any trust assets of which my Trustee has knowledge. My Trustee shall have no duty, accountability or responsibility to me or to any other person with respect to any assets of which my Trustee has no knowledge or of which my Trustee is unable to obtain possession and control. 4-4 ;.r- ; Article Five Administration at Death of the Trustor Section 1. Trustee's Discretion to Pay Debts and Taxes After my death, unless other provision for payment has been made, my Trustee shall pay all or any part of the following expenses, debts, claims and taxes from my Trust Estate: a. Final medical expenses and all funeral costs; b. Legally enforceable claims against me; c. Reasonable expenses of administration of my Trust attributable to my probate estate; d. Any allowances mandated by a court of competent jurisdiction to those dependent upon me; e. Any estate, inheritance, succession, generation skipping transfer, or similar taxes payable by reason of my death; and f. Any penalties or interest on any of the above expenses, claims, debts or taxes owed by me or my probate estate. Section 2. Payment by My Trustee or Personal Representative My Trustee, in my Trustee's discretion, may make distributions authorized under this Article either directly to the person or entities to whom payment is owed or to the Personal Representative of my probate estate. Written statements by my Personal Representative that such sums are due and payable by my estate shall be sufficient evidence of their amount and propriety for the protection of my Trustee. My Trustee shall be under no duty to see to the application of any such payments made to my Personal Representative. Section 3. Tax Elections If no Personal Representative has been appointed, with regard to the payment of any income tax, gift tax, estate tax, inheritance tax, generation skipping transfer tax or any other tax due because 5-1 i of my death, my Trustee shall have the right to make any available elections allowed under the law or to sign and file any tax return required because of my death. If a Personal Representative has been appointed, the Personal Representative shall have the foregoing rights and duties. Section 4. Payment of Death Taxes, Claims and Expenses a. Payment Out of Trust Property All death taxes, claims and expenses payable under the provisions of this Article shall be paid by my Trustee out of my Trust Estate. b. Exception for Property Passing Outside of My Trust Notwithstanding Section 4.a of this Article, unless specifically directed otherwise by another separate provision herein, all death taxes, claims and expenses attributable to assets passing outside of my Trust or my probate estate shall be assessed against those persons receiving such property; provided, however, that under no circumstances shall any transfer to any beneficiary that qualifies for the federal estate tax marital deduction or charitable deduction cause the property transferred or such beneficiary to bear any such taxes. Section S. Apportionment of Expenses, Claims and Taxes Notwithstanding Section 4.a of this Article, unless specifically directed otherwise by another separate provision herein, all expenses, claims and taxes attributable to any specifically distributed property shall be apportioned to the beneficiaries of such specific distributions. Any distribution of specific trust property under my Trust Agreement shall pass subject to all liens, mortgages or encumbrances attributable thereto. Section 6. Exception to Apportionment of Death Taxes Notwithstanding any provision herein to the contrary, it is my intent. and I hereby direct, that to the extent practicable 00 death taxes shall be apportioned to or against any part of my estate or the trusts or shares created by my Trust Agreement. or any beneficiary thereof, which qualifies for the federal estate tax marital deduction or charitable deduction. 5-2 ( Article Six Specific Distributions of Trust Property Section 1. Specific Distribution of Real Estate Upon the death of the last of us to die, I direct my Trustee to retain the real property located at 106 Boyer Street, Summerdale, Pennsylvania in trust and, so long as it is practical, maintain said real property for the benefit of my son, FRANCIS A. RISHAR. My Trustee shall apply such amounts of income and principal, in my Trustee's sole discretion, from the Common Pot Trust created under Article Ten of this trust agreement for the payment of expenses in maintaining such real property. Upon the death of FRANCIS A. RISHAR, the real property shall be sold and the net proceeds shall be distributed in accordance with the provisions of Article Eleven of this trnst agreement. Section 2. Fractional Gift of Income in Respect of a Decedent After my death, my Trustee shall distribute a fraction of all items of income in respect of a decedent in my Trust Estate to the Family Trust. Any income in respect of a decedent not distributed to the Family Trust shall be distributed to the Survivor's Trust. The fraction to be distributed to the Family Trust shall be determined by dividing my Unused Unified Credit Equivalent, after taking account of all property passing which is includable in my gross estate, other than by any form of Beneficiary Designation, by the value of all items of income in respect of a decedent in my Trust Estate or otherwise received by my Trustee due to my death. Section 3. Estate Planning Letter or Memorandum To the extent permitted by state law and not necessary to fully utilize my Unused Unified Credit Equivalent, my Trustee shall distribute personal or household items from my Trust Estate to such persons as I may direct by a written instrument signed by me and delivered to my Trustee. Section 4. Specific Distribution Not a Part of My Trust Estate If the property making up any specific distribution set forth in this Article is not part of my Trust Estate at the time such specific distribution is to be made and will not become a part of my Trust Estate within a reasonable time, my Trustee shall disregard that specific distribution. 6-1 ( Section 5. Other Specific Distributions My Trustee shall make no other specific distributions of trust property to any beneficiaries under my Trust Agreement upon my death. All other distributions of trust property shall be made in accordance with the Articles that follow. 6-2 Article Seven Division into Survivor's Share and Family Share Section 1. Division of My Trust Estate Upon my death, my Trustee shall allocate and distribute my remaining Trust Estate, including any property that becomes distributable or payable to my Trustee at my death, into two separate shares to be identified as the Survivor's Share and the Family Share. a. Property Transferred to the Survivor's Share The Survivor's Share shall consist of all assets of my Trust Estate not distributed to the Family Share. b. Survivor's Share to be Administered as Survivor's Trust The Survivor's Share shall be held, administered and distributed according to the provisions of the Survivor's Trust as set forth in Article Eight of my Trust Agreement. My Trustee, however, shall allocate to a separate irrevocable subtrust of the Survivor's Trust, hereby created and to be known as the Survivor's Retirement Sub trust, all assets to be received by reason of any Beneficiary Designation. Except for the irrevocability of the Survivor's Retirement Subtrust, my Trustee shall administer the Survivor's Trust and the Survivor's Retirement Subtrust with like effect as if each, separately, were the Survivor's Trust. c. Property Transferred to the Family Share The Family Share shall consist of an amount of my Trust Estate equal to my Unused Unified Credit Equivalent. d. Family Share to Be Administered as Family Trust The Family Share shall be held, administered and distributed according to the provisions of the Family Trust as set forth in Article Nine of my Trust Agreement. My Trustee, however, shall allocate to a separate irrevocable subtrust of the Family Trust, hereby created and to be known as the Family Retirement Sub trust, all assets to be received by reason of any Beneficiary Designation. Except for the irrevocability of the Family Retirement Subtrust, my Trustee shall administer the Family Trust and the Family Retirement Subtrust with like effect as if each, separately, were the Family Trust. 7-1 Section 2. Allocation and Valuation of Assets In allocating assets between the Survivor's Share and the Family Share, my Trustee shall allocate the trust assets between the Survivor's Share and the Family Share in cash or in kind, or partly in each, on a pro rata or non pro rata basis, and in undivided interests or not; subject, however, to the following: a. Qualification for Marital Deduction My Trustee shall allocate to the Survivor's Trust only those assets that qualify for the marital deduction. b. Valuations of Allocations in Kind Assets allocated in kind shall be valued on the basis of their values as finally determined for federal estate tax purposes; provided, however, t.'1at my Trustee shall act impartially, consistent with equitable principles requiring impartiality among beneficiaries, in allocating assets so that any distribution of assets shall be made of assets, including cash, fairly representative of appreciation or depreciation in the value of all property thus available for distribution. c. Income The Survivor's Share shall be entitled to a pro rata share of the income earned on my Trust Estate and my probate estate from the date of my death, including a share of income earned on assets used to discharge liabilities. d. Foreign Death Tax Credit My Trustee shall not allocate assets that qualify for the foreign death tax credit to the Survivor's Share unless all other assets or interests available for allocation have been so allocated. e. Insurance Policies Any policy of insurance on the life of any person shall be allocated to the Family Share unless such allocation would cause an estate tax to be due. Notwithstanding any other provisions to the contrary, my Spouse shall not have the right, either individually or in a fiduciary capacity, to hold or control any incident of ownership in, or exercise any power over, any such policy which insures the life of my Spouse. . 7-2 Section 3. Intention That Survivor's Share Qualify for Marital Deduction I intend that the Survivor's Share qualify for the federal estate tax marital deduction and my Trust Agreement shall be construed accordingly. All other provisions of my Trust Agreement shall be subordinate to that intent. If the granting of any right, power, privilege, authority or immunity to my Trustee or another person and the imposition of any duty upon my Trustee or another person by any provision of my Trust Agreement would disqualify any share or interest of my Spouse from qualifying for the federal estate tax marital deduction provided by Section 2056 of the Code, such provision shall be ineffective if and to the extent that the same, if effective, would so disqualify such share or interest. Notwithstanding any other provision in my Trust Agreement to the contrary, my Spouse at any time shall have the right to direct my Trustee, in writing, to convert within a reasonable time any underproductive trust property held in the Survivor's Trust to reasonably productive property. Section 4. Disclaimer of Property Any property or portion of property that is disclaimed by my Spouse shall be held, administered or distributed according to the following terms: a. Property Disclaimed My Spouse may disclaim any property held for or to be distributed to or for the benefit of my Spouse under my Trust Agreement. b. Time to Disclaim My Spouse may disclaim within the time limits and under the conditions permitted by the laws regulating disclaimers. c. Delivery of Disclaimer to My Trustee A disclaimer by my Spouse may be exercised by the delivery to my Trustee of an irrevocable and unconditional refusal to accept any or all property interests passing to my Spouse or the Survivor's Share. . 7-3 ..r , d. Disclaimer of Survivor's Share If my Spouse exercises a disclaimer with respect to any or all property set aside as the Survivor's Share, such disclaimed interest shall be added to the Family Share. Notwithstanding any other provisions of my Trust Agreement to the contrary, any such disclaimed property and income thereon shall not be subject to any power of appointment held by my Spouse other than a limited power of appointment relating to an ascertainable standard regarding my Spouse's health, education, maintenance and support. e. Disclaimer of Family Share If my Spouse exercises a disclaimer with respect to any or all property set aside as the Family Share, such disclaimed interest shall be distributed under the relevant terms of the Family Trust. . 7-4 Article Eight Survivor's Trust Section 1. Rights of Spouse in the Survivor's Trust My Trustee shall hold, administer and distribute the assets of the Survivor's Trust as follows: a. Payment of Income My Trustee shall pay to, or apply for, the benefit of my Spouse, so long as my Spouse lives, the entire net income of the Survivor's Trust in monthly or other convenient installments agreed upon by my Spouse and my Trustee, but not less often than annually. If my Trustee is entitled to payments from any Retirement Account, my Trustee shall allocate to income from payments received in any calendar year an amount equal to the income earned by the account in such year, and any excess shall be allocated to principal, and if the payments in such year are less than the amount equal to the income earned by the account in such year, my Spouse shall have the continuing right to require my Trustee to withdraw from the account and pay to my Spouse as income an additional amount so that my Spouse can be paid an amount equal to such income. b. Discretionary Payment of Principal At any time or times during my Spouse's life, my Trustee shall pay to, or apply for, the benefit of my Spouse so much of the principal of the Survivor's Trust as my Trustee deems proper for my Spouse's comfort, welfare, and happiness. In exercising discretion, my Trustee shall give consideration to all other income and resources then known to be available to my Spouse for use for these purposes. c. Right of Surviving Spouse to Withdraw Principal My Trustee shall pay to my Spouse as much of the principal of the Survivor's Trust as my Spouse may from time to time demand in a signed writing delivered to my Trustee. 8-1 f- ~' . d. General Power of Appointment Subject to any payments required under Section 2 of this Article, upon the death of my Spouse, my Trustee shall distribute all of the Trust Estate of the Survivor's Trust, including the trust principal and accrued and undistributed income, to any person or entity and upon any trust terms and conditions, or to or in favor of the estate of my Spouse as my Spouse may direct by my Spouse's last will. No exercise of this power of appointment shall be effective unless it refers to my Trust Agreement and expressly indicates an intention to exercise this power of appointment. My Trustee may rely upon any instrument that my Trustee in good faith believes to be the last will of my Spouse in carrying out the terms of this power of appointment and shall not be liable for any good faith act in reliance upon that will even if for any reason it is later determined to be invalid with respect to its purported exercise of this power of appointment. If my Trustee receives no notice of the existence of a will of my Spouse within six (6) months after the death of my Spouse, my Trustee may distribute the Trust Estate of the Survivor's Trust as though this power of appointment had not been exercised and shall be conclusively presumed to have acted in good faith even if a valid will is thereafter discovered. Section 2. Termination Upon the Death of my Spouse The Survivor's Trust shall terminate upon the death of my Spouse. My Trustee shall then hold and administer the balance of the Survivor's Trust as follows: a. Surviving Spouse's Debts and Taxes My Trustee shall pay all of my Spouse's following expenses, debts, claims and taxes becoming due or payable by reason of my Spouse's death: 1. Final medical expenses and all funeral costs; 2. Legally enforceable claims against the Survivor's Trust or my Spouse's probate estate; 3. Reasonable expenses of administration of the Survivor's Trust and my Spouse's probate estate; 4. Any allowances mandated by a court of competent jurisdiction to those dependent upon my Spouse; 8-2 5 . Any estate, inheritance, succession, death or similar taxes payable by reason of the death of my Spouse; and 6. Any penalties or interest on any of the above expenses, claims, debts or taxes owed by my Spouse or my Spouse's estate. Section 3. Administration of Remainder of Survivor's Trust After making all payments authorized above in this Article, my Trustee shall hold and administer the Trust Estate of the Survivor's Trust as provided in the Articles that follow. Section 4. Payment by My Trustee or Personal Representative My Trustee, in my Trustee's discretion, may make distributions authorized under this Article either directly to the person or entities to whom payment is owed or to the Personal Representative of my Spouse's probate estate. Written statements by my Spouse's Personal Representative that such sums are due and payable by the estate shall be sufficient evidence of their amount and propriety for the protection of my Trustee. My Trustee shall be under no duty to see to the application of any such payments made to my Spouse's Personal Representative. Section 5. Tax Elections With regard to the payment of any income tax, gift tax, estate tax, inheritance tax, generation skipping tax or any other tax required because of the death of my Spouse, if there is no Personal Representative, my Trustee shall have the right to make any available elections allowed under the law and shall be authorized to sign and file any tax return required because of the death of my Spouse. If there is a Personal Representative, the Personal Representative shall have the foregoing rights and duties. Section 6. Generation Skipping Trust a. Creation of GST Shares One and Two Notwithstanding the preceding provisions of this Article, if the value of my Spouse's taxable estate (inclusive of the Survivor's Share) exceeds my Spouse's Unused Generation Skipping Tax Exemption Equivalent, the Survivor's Trust shall be segregated into separate shares identified as GST Share One and GST Share Two. 8-3 b. Allocation to GST Share One and Share Two My Trustee shall allocate to GST Share One that fraction of the Survivor's Trust determined by dividing my Unused Generation Skipping Tax Exemption Equivalent by the value of the assets of the Survivor's Trust. Any assets not allocated to GST Share One shall be allocated to GST Share Two. c. Administration of GST Share One My Trustee shall hold, administer and distribute the assets of GST Share One as follows: 1. Payment of Income My Trustee shall pay to, or apply for, the benefit of my Spouse, so long as my Spouse lives, the entire net income of GST Share One in monthly or other convenient installments agreed upon by my Spouse and my Trustee, but not less often than annually. 2. General Power of Appointment Over Undistributed Net Income Upon the death of my Spouse, my Trustee shall distribute all of the accrued but undistributed net income of GST Share One to any person or entity and upon any trust terms and conditions, or to, or in favor of, the estate of my Spouse, as my Spouse may direct by my Spouse's last will. No exercise of this power of appointment shall be effective unless it refers to my Trust Agreement and expressly indicates an intention to exercise this power of appointment. My Trustee may rely upon any instrument that my Trustee in good faith believes to be the last will of my Spouse in carrying out the terms of this power of appointment and shall not be liable for any good-faith act in reliance upon that will, even if for any reason it is later determined to be invalid with respect to its purported exercise of this power of appointment. If my Trustee receives no notice of the existence of a will of my Spouse within six (6) months after the death of my Spouse, my Trustee may distribute the accrued but undistributed net income as though this power of appointment had not been exercised and shall be conclusively presumed to have acted in good faith even if a valid will is thereafter discovered. 8-4 J-- 3. Discretionary Payment of Principal At any time or times during my Spouse's life, my Trustee shall pay to, or apply for, the benefit of my Spouse so much of the principal of GST Share One as my Trustee deems proper for my Spouse's health, education, maintenance and support. In exercising discretion, my Trustee shall give consideration to all other income and resources then known to be available to my Spouse for use for these purposes. 4. Limitation on Discretionary Payment of Principal by Trustee Notwithstanding the provisions of Section 6.c.3 of this Article, I recommend, but do not require, that my Trustee shall first exhaust the principal from GST Share Two before ma.1dng discretionary payments of principal from GST Share One. 5. Limited Power of Appointment By a last will, my Spouse shall have the limited testamentary power to appoint to, or for the benefit of, our joint descendants some or all of the principal, including unappointed income of GST Share One, as it exists at the date of death of my Spouse after payment of expenses, debts, claims and taXes pursuant to Section 6.c.7 of this Article. My Spouse may appoint trust assets under this limited testamentary power among our joint descendants in equal or unequal amounts, either directly or in trust, as my Spouse directs. This limited testamentary power of appointment shall not be exercised in favor of my Spouse's estate, the creditors of my Spouse, the creditors of my Spouse's estate, or in any way that would result in any economic benefit to my Spouse. 6. Termination Upon the Death of my Spouse GST Share One shall terminate upon the death of my Spouse. My Trustee shall then hold and administer the balance of GST Share One in accordance with the following provisions of this Section 6.c. 8-5 7. My Spouse's Debts and Taxes Taking into consideration any waiver pursuant to section 2207 A of the Code in the last will of my Spouse, my Trustee shall pay all of my Spouse's following expenses, debts, claims and taxes becoming due or payable by reason of my Spouse's death; but from GST Share One only to the extent not paid from GST Share Two: (a) Final medical expenses and all funeral costs; (b) Legally enforceable claims against the Survivor's Trust or my Spouse's probate estate; (c) Reasonable expenses of administration of the Survivor's trust and my Spouse's probate estate; (d) Any allowances mandated by a court of competent jurisdiction to those dependent upon my Spouse; (e) Any estate, inheritance, succession, death or similar taxes payable by reason of the death of my Spouse; and (f) Any penalties or interest on any of the above expenses, claims, debts or taxes owed. 8. Payment by My Trustee or Personal Representative My Trustee, in my Trustee's discretion, may make distributions authorized under this Section either directly to the person or entities to whom payment is owed, or to the Personal Representative of my Spouse's probate estate. Written statements by my Spouse's Personal Representative that such sums are due and payable by the estate shall be sufficient evidence of their amount and propriety for the protection of my Trustee. My Trustee shall be under no duty to see 10 the application of any such payments made to my Spouse's Personal Representative. 8-6 9. Tax Elections With regard to the payment of any income tax, gift tax, estate tax, inheritance tax, generation skipping tax or any other tax required because of the death of my Spouse, if there is no Personal Representative, my Trustee shall have the right to make any available elections allowed under the law and shall be authorized to sign and fIle any tax return required because of the death of my Spouse. If there is a Personal Representative, the Personal Representative shall have the foregoing rights and duties. 10. Administration of Remainder of GST Share One After making all payments authorized above in this Article Eight, my Trustee shall hold and administer GST Share One as provided in the Articles that follow. d. Administration of GST Share Two My Trustee shall hold, administer and distribute the assets of GST Share Two pursuant to the terms of Sections I through 5, inclusively, of this Article, and after making all payments authorized in said Sections, my Trustee shall hold and administer GST Share Two as provided in the Articles that follow. 8-7 Article Nine Family Trust Section 1. Rights of My Spouse in the Family Trust My Trustee shall hold, administer and distribute the assets of the Family Trust as follows: a. Payment of Income My Trustee shall pay to, or apply for, the benefit of my Spouse, so long as my Spouse lives, the entire net income of the Family Trust in monthly or other convenient installments as agreed upon by my Spouse and my Trustee, but not less often than annually. b. Discretionary Payment of Principal At any time or times during my Spouse's life, my Trustee shall pay to, or apply for, the benefit of my Spouse so much of the principal of the Family Trust as my Trustee in my Trustee's discretion deems proper for my Spouse's health, education, maintenance and support. c. Guidelines for Trustee's Discretion In exercising discretion, my Trustee shall give consideration to all other income and resources then known to be available to my Spouse. My Trustee shall accumulate and add to principal any net income not distributed. d. Limitation on Discretionary Payment of Principal by Trustee I recommend, but do not require, that my Trustee shall first exhaust the principal from the Survivor's Trust before making discretionary payments of principal to my Spouse from the Family Trust. e. My Spouse's Right to Withdraw Principal My Spouse shall have the power to withdraw from the Family Trust principal each calendar year those amounts that shall not exceed the greater of five thousand dollars ($5,000) or five percent (5%) of the assets of the Family Trust, valued as of the end of the preceding calendar year. My Spouse shall exercise this power 9-1 by a written instrument signed by my Spouse and delivered to my Trustee. This power is noncumulative and it shall lapse to the extent it is not exercised by January 31 of each calendar year. This power shall exist each year until the death of my Spouse. Section 2. Termination of the Family Trust On the death of my Spouse, the Family Trust shall terminate. All unappointed and undistributed trust assets, including any accrued and undistributed net income, shall be held, administered and distributed pursuant to the Articles that follow. 9-2 Article Ten Common Pot Trust Section 1. Creation of the Common Pot Trust At my death my Trustee shall create a Common Pot Trust for the benefit of my children. Section 2. Administration of Common Pot Trust All trust property that has not been distributed under prior Articles of my Trust Agreement shall be held and distributed according to the provisions of this Article as follows: a. Distribution of Income and Principal My Trustee shall pay to, or apply for, the benefit of my children as much of the net income and principal of my Trust as my Trustee, in my Trustee's discretion, deems necessary subject to the following restrictions: 1. Distributions of Net Income No Government Assistance In the event any beneficiary is not receiving government assistance and has no restrictions on distributions to him or her, my Trustee shall apply to, or for the benefit of, such beneficiary as much of the income from such beneficiary's trust share as my Trustee deems advisable in my Trustee's discretion for such beneficiary's health, education, maintenance and support. Any undistributed income shall be added to the principal. Government Assistance In the event any beneficiary is receiving government assistance, my Trustee shall distribute net income that will not cause such beneficiary to be ineligible for governmental financial assistance bene tits. Any amounts shall not be distributed directlv to such beneticiary but instead to the service or goods provider. Such 10-1 disbursements shall be for purposes other than food, clothing or shelter which are being supplied by government assistance. It is my intent that distributions from such beneficiary's trust share supplement but not supplant government assistance. Any undistributed income shall be added to principal. 2. Distributions of Principal No Government Assistance In the event any beneficiary is not receiving government assistance and has no restrictions on distributions to him or her, my Trustee shall apply to, or for the benefit of, such beneficiary as much of the principal from such beneficiary's trust share as my Trustee deems advisable in my Trustee's discretion for such beneficia.ry's health, education, maintenance and support. Government Assistance In the event any beneficiary is receiving, government assistance, or is eligible to apply for assistance, my Trustee may distribute discretionary amounts of principal for special needs not otherwise provided by governmental financial assistance. Such amounts shall not be distributed directly to such beneficiary. It is my intent that distributions from such beneficiary's trust share supplement but not supplant government assistance. "Special Needs" refer to the requisites for maintaining the good health, safety and welfare of such beneficiary when in the judgment of my Trustee, such requisites are not being provided by any public agency, office or department of any state, or of the United States, or the costs of such special needs are in excess of that provided by any public agency, office or department of any state, or the United States. "Special Needs" shall also include, but not be limited to, medical and dental expenses, annual independent check -ups, equipment, programs of training, education, treatment and rehabilitation, transportation (including vehicle purchase). maintenance and insurance. Special Needs may include spending money, electronic 10-2 r t equipment such as radios, record players, television sets, computer equipment, camping, vacations, athletic contests, movies, trips and money to purchase appropriate gifts for relatives and friends. My Trustee shall have no obligation to expend trust assets for such needs, but if my Trustee in my Trustee's discretion decides to expend trust assets, under no circumstances should any amounts be paid to or reimbursed to the federal government, any state or any governmental agency for any purpose, including for the care, support and maintenance of such beneficiary. Because such beneficiary is dependent on the support and aid of others, my Trustee shall, in the exercise of my Trustee's best judgment and fiduciary duty, seek support and maintenance for such beneficiary from all available public resources including but not limited to Social Security Administration benefits, Supplemental Security Income (SSI), U.S. Civil Service Commission benefits, Medicaid, and Federal Social Security Disability Insurance (ssm), and any other comparable programs, state, federal or local. If necessary, my Trustee may seek appropriate authority to collect, expend separately and account for all such governmental assistance benefits, but shall not commingle them with other assets of such beneficiary's trust share. In addition, in making distributions for the Special Needs of such beneficiary, my Trustee shall take into consideration the applicable resource limitations of the public assistance programs for which such beneficiary is eligible. No part of the trust set aside for any beneficiary shall be used to supplant or replace public assistance benefits of any state or federal agency which has a legal responsibility to serve persons with illnesses or handicaps which are the same or similar to the disorders of such beneficiary. No interest in the principal or income of the trust set aside for any beneficiary shall be anticipated, assigned or encumbered or shall be subject to any creditor's claim or to legal process. Such beneficiary is specifically prohibited from any right to receive, demand, secure, give, assign, transfer, mortgage, borrow against or will any trust assets or income. 10-3 /- f . It is my intention to conserve and maintain this trust share for the Special Needs of said beneficiary. Therefore, no part of this trust neither principal nor undistributed net income, shall be subject to the claims of voluntary or involuntary creditors for the provision of care and services, including residential care by any public entity, office, department or agency of any state or government agency or of the federal government of the United States. In the event that it is determined by either a court or an authority of competent jurisdiction that the assets or any beneficiary's share in this trust render such beneficiary ineligible to receive any governmental assistance benefits, or if my Trustee in its discretion determines that notwithstanding the provisions set forth above, this trust may be subject to garnishment, attachments, execution or bankruptcy proceedings by a creditor of such beneficiary or by the federal or state government or any agency or subdivision thereof, then m y Trustee shall terminate the trust and distribute the remaining balance, pro rata to the other beneficiaries named in this Article. I request but do not direct that the contingent beneficiaries conserve, manage and distribute the proceeds of the former trust share set aside for any beneficiary in accordance with the provisions as set forth above. In determining whether the existence of this trust has the effect of rendering any beneficiary ineligible to receive any governmental assistance benefits, my Trustee is hereby granted full and complete authority to initiate administrative or judicial proceedings for the purpose of determining eligibility. All costs related thereto, including reasonable attorney's fees, shall be a proper charge to the trust. b. Other Resources Before making distributions pursuant to the terms of this Article, my Trustee shall consider any other property or income then known to be available to any of my children. 10-4 c. Standard Governing Discretionary Payments It is my intention that any payments under this Article shall be made on the basis of the individual needs of each beneficiary and that the payments need not be equal. d. Distributions Not Charged Against Other Trust Distributions Any distributions from the Common Pot Trust to a beneficiary shall not be deemed an advancement and shall not reduce any future distributions to such beneficiary under my Trust Agreement. Section 3. Generation Skipping Trust Separate Shares a. Trust Administration If My Spouse Survives Me 1. Family Trust Share If my Spouse survives me, any assets originating from the Family Trust shall be held as a separate share of the Common Pot Trust to preserve the Generation Skipping Tax inclusion ratio of zero applicable thereto. The Family Trust Share shall be administered according to the terms of this Article. 2. Survivor's Trust Share If my Spouse survives me, to the extent the Survivor's Trust consists of assets originating from GST Share One with a Generation Skipping Tax inclusion ratio of zero, such GST Share One shall be held as a separate share of the Common Pot Trust to preserve the inclusion ratio of zero applicable thereto. GST Share One shall be administered according to the terms of this Article. b. Trust Atlministration If I Survive My Spouse 1. Creation of GST Common Pot Shares If I survive my Spouse my Trustee shall divide my Trust Estate into fWO shares, GST Common POt Share One and GST Common Pot Share Two, as follows: 10-5 r i " (a) GST Common Pot Share One shall consist of a fractional share of the assets of my Trust Estate equal to my Unused Generation Skipping Tax Exemption Equivalent divided by the value of my Trust Estate. (b) GST Common Pot Share Two shall consist of the assets of my Trust Estate which are not allocated to GST Common Pot Share One. The GST Common Pot Shares One and Two shall be administered according to the terms of this Article. Section 4. Termination of the Common Pot Trust The Common Pot Trust shall terminate upon the death of FRANCIS A. RISHAR. Upon termination of the Common Pot Trust, my Trust Estate shall be held, administered, divided and distributed according to the Articles that follow, 10-6 Article Eleven Division and Distribution of Trust Property Section 1. Division of Trust Property Into Shares While, to the extent practical, maintaining any previously established Generation Skipping Transfer Tax ratios relative to Trust property, my Trustee shall divide all trust property not previously distributed into separate shares as follows: Beneficiarv Name Share ELIZABETH R. MEASE-VOGEL JOAN M. WEHLER PATRICIA A. WEIGEL MARGUERJTIE H. KLING CHRJSTIANA HELMAN 115 115 1/5 115 115 The trust share of each beneficiary named in this Section I shall be held, administered and distributed as follows: a. Distribution of Trust Share for ELIZABETH R. MEASE-VOGEL The trust share set aside for ELIZABETH R. MEASE-VOGEL shall be held, administered and distributed as follows: 1. Distributions of Net Income My Trustee shall immediately pay to, or apply for the benefit of, such beneficiary all accumulated net income from such beneficiary's trust share, free of trust. 2. Distributions of Principal My Trustee shall immediately pay to, or apply for the benetit ot: such beneficiary all principal from such beneficiary's trust share, free of trust. 11-1 3. Distribution on Death of Beneficiary If such beneficiary should die prior to the time that a distribution is directed, such beneficiary's interest in such trust share shall lapse and my Trustee shall distribute the balance of the trust share to such beneficiary's then living descendants, per stirpes. If such beneficiary has no then living descendants, my Trustee shall distribute the balance of the trust share to my beneficiaries named in this Article Eleven, Section I, pro rata. If none of my beneficiares survive me, my Trustee shall distribute the balance of the trust share as provided in the Articles that follow. b. Distribution of Trust Share for JOAN M.. WEHLER The trust share set aside for JOAN M. WEHLER shall be held, "nministered and distributed as follows: 1. Distributions of Net Income My Trustee shall immediately pay to, or apply for the benefit of, such beneficiary all accumulated net income from such beneficiary's trust share, free of trust. 2. Distributions of Principal My Trustee shall immediately pay to, or apply for the benefit of, such beneficiary all principal from such beneficiary's trust share, free of trust. 3. Distribution on Death of Beneficiary If such beneficiary should die prior to the time that a distribution is directed, such beneficiary's interest in such trust share shall lapse and my Trustee shall distribute the balance of the trust share to such beneficiary's then living descendants, per stirpes. If such beneficiary has no then living descendants, my Trustee shall distribute the balance of the trust share to my beneficiaries named in this Article Eleven, Section I, pro rata. 11-2 If none of my beneficiares survive me, my Trustee shall distribute the balance of the trust share as provided in the Articles that follow. c. Distribution of Trust Share for PATRICIA A. WEIGEL The trust share set aside for PATRICIA A. WEIGEL shall be held, administered and distributed as follows: 1. Distributions of Net Income My Trustee shall immediately pay to, or apply for the benefit of, such beneficiary all accumulated net income from such beneficiary's trust share, free of trust. 2. Distributions of Principal My Trustee shall immediately pay to, or apply for the benefit of, such beneficiary all principal from such beneficiary's trust share, free of trust. 3. Distribution on Death of Beneficiary If such beneficiary should die prior to the time that a distribution is directed, such beneficiary's interest in such trust share shall lapse and my Trustee shall distribute the balance of the trust share to such beneficiary's then living descendants, per stirpes. If such beneficiary has no then living descendants, my Trustee shall distribute the balance of the trust share to my beneficiaries named in this Article Eleven, Section I, pro rata. If none of my beneficiares survive me, my Trustee shall distribute the balance of the trust share as provided in the Articles that follow. d. Distribution of Trust Share for MARGUERITIE H. KLING The trust share set aside for MARGUERlTIE H. KLING shall be held, administered and distributed as follows: 11-3 ,- ( 1. Distributions of Net Income My Trustee shall immediately pay to, or apply for the benefit of, such beneficiary all accumulated net income from such beneficiary's trust share, free of trust. 2. Distributions of Principal My Trustee shall immediately pay to, or apply for the benefit of, such beneficiary all principal from such beneficiary's trust share, free of trust. 3. Distribution on Death of Beneficiary If such beneficiary should die prior to the time that a distribution is directed, such beneficiary's interest in such trust share shall lapse and my Trustee shall distribute the balance of the trust share to such beneficiary's then living descendants, per stirpes. If such beneficiary has no then living descendants, my Trustee shall distribute the balance of the trust share to my beneficiaries named in this Article Eleven, Section I, pro rata. If none of my beneficiares survive me, my Trustee shall distribute the balance of the trust share as provided in the Articles that follow. e. Distribution of Trust Share for CHRISTIANA HELMAN The trust share set aside for CHRISTIANA HELMAN shall be held, athninistered and distributed as follows: 1. Distributions of Net Income My Trustee shall immediately pay to, or apply for the benefit of, such beneficiary all accumulated net income from such beneficiary's trust share, free of trust. 11-4 2. Distributions of Principal My Trustee shall immediately pay to, or apply for the benefit of, such beneficiary all principal from such beneficiary's trust share, free of trust. 3. Distribution on Death of Beneficiary If such beneficiary should die prior to the time that a distribution is directed, such beneficiary's interest in such trust share shall lapse and my Trustee shall distribute the balance of the trust share to such beneficiary's then living descendants, per stirpes. If such beneficiary has no then living descendants, my Trustee shall distribute the balance of the trust share to my beneficiaries named in this Article Eleven, Section I, pro rata. If none of my beneficiares survive me, my Trustee shall distribute the balance of the trust share as provided in the Articles that follow. Section 2. Distributions to Underage or Incapacitated Beneficiaries Notwithstanding any provision to the contrary in my Trust Agreement other than Section 2 of Article Fifteen, if any beneficiary under Article Eleven, Section I is otherwise entitled to receive a distribution of trust property and is under the age of 25 years or is incapacitated, as defined in Article Fifteen, my Trustee shall retain and administer such beneficiary's trust share for such beneficiary's benefit as follows: a. My Trustee's Discretion My Trustee may pay to, or apply for, the benefit of such beneficiary so much of the net income and principal of such beneficiary's trust share as my Trustee in my Trustee's discretion deems proper considering all other resources then known to be available to such beneficiary. b. Payments Made to Beneficiary or Personal Representative My Trustee is authorized to make payments under this Section 2 either directly to the beneficiary, to the beneficiary's Personal Representative or to any other person. to be used for the benefit of the beneticiary. 11-5 r c. Trustee's Decisions Are Final All decisions by my Trustee as to whom my Trustee makes payments, the purposes for which payments are made and the amounts to be paid out of any trust share are within my Trustee's discretion. d. Undistributed Net Income All undistributed net income shall be accumulated and added to the principal of the trust share. e. Termination and Distribution Unless distributions from a trust share are withheld pursuant to Section I of Article Fifteen, my Trustee shall distribute the trust share to the respective beneficiary for whom such share is being held under this Section 2 on the latest to occur of (i) the date upon which such beneficiary reaches the age of 25 years, (ii) the times for distribution provided in the preceding Sections of this Article, or (iii) when such beneficiary is no longer incapacitated, as determined by a court of competent jurisdiction or upon certification by two licensed physicians that such beneficiary is properly able to care for such beneficiary's property and person. f. Death of Incapacitated or Underage Beneficiary Subject to the other provisions of this Section 2, if any beneficiary whose trust share is being held in trust under this Section 2 dies before the complete distribution of such beneficiary's trust share, the beneficiary's interest in such trust share shall lapse and my Trustee shall distribute such beneficiary's trust share to such beneficiary's then living descendants, per stirpes; or, if none, to my then living descendants, per stirpes. If I have no then living descendants, my Trustee shall distribute such beneficiary's trust share as provided in the Articles that follow. 11-6 Article Twelve Distribution if No Designated Beneficiaries NONE 12-1 Article Thirteen Trustee Administration Section 1. Required Vote for Co-Trustees a. Trustor Serving as Co-Trustee Unless otherwise provided in my Trust Agreement, if! am serving as a Co-Trustee under my Trust Agreement, I may make decisions and bind my Trust in the exercise of all powers and discretions granted to me as Trustee without the consent of any other Trustee. b. Unanimous Vote for Two Trustees Other than when I am serving as Co-Trustee, if only two Trustees are serving, they shall act unanimously in the exercise of all powers and discretions granted to them under my Trust Agreement. c. Majority Vote for More Than Two Trustees Other than when I am serving as a Co-Trustee, if more than two Trustees are serving under my Trust Agreement, they shall act by majority vote and any exercise of a power or discretion by a majority of the Trustees shall have the same effect as an exercise by all of them. d. Court Order Resolves Disputes Other than when I am serving as a Trustee, if the Trustees are not able to reach agreement on any decision as set forth in this Section I, they shall petition a court of competent jurisdiction for instructions and shall take no action on the disputed matter until a court order deciding the issue has been rendered. Section 2. Power to Delegate Notwithstanding any other provision of my Trust Agreement, anyone or more of the Co-Trustees serving under my Trust Agreement may from time to time delegate to another Co-Trustee or Co-Trustees routine acts of trust administration. 13-1 ~ Section 3. No Bond Required f No Trustee specifically named under my Trust Agreement shall be required to post any bond for the faithful performance of such Trustee's responsibilities. Section 4. Trustee Compensation Other than when I am serving as Trustee, my Trustee shall be entitled to reasonable compensation for services rendered. Such compensation is payable without the need of a court order. In calculating the amount of compensation, customary charges for similar services in the same geographic area for the same time period shall be used as guidelines. My Trustee shall also be entitled to reimbursement for reasonable costs and expenses incurred during the exercise of my Trustee's duties under my Trust Agreement. Any corporate fiduciary shall be entitled to receive compensation for its services in accordance with its published fee schedule in effect from time to time. Section 5. Change in Corporate Trustee Any corporate successor to the trust business of any corporate trustee named under my Trust Agreement or acting hereunder shall succeed to the capacity of its predecessor without re- conveyance or transfer of trust property. Section 6. Written Notice to Trustee Until my Trustee receives written notice of any death or other event which triggers the right to payments from any trust or trust shares created under my Trust Agreement, my Trustee shall incur no liability for distributions made in good faith to persons whose interests may have been affected by such event. Section 7. Duty to Account My Trustee shall render accounts, upon request, to the income beneficiaries under my Trust Agreement at least annually, at the termination of a trust created hereunder and upon a change in the Trustees in the manner required by law. 13-2 Section 8. No Court Supervision No trust or trust share created under my Trust Agreement shall require the active supervision of any state or federal court. 13-3 Article Fourteen Trustee Powers Section 1. Powers In addition to any power hereinafter specifically granted to my Trustee, it is my intention that my Trustee have the power respecting my Trust Estate that an absolute owner of such property would have. In accordance with such intention, any power my Trustee needs to administer my Trust Estate, which is not hereinafter listed, shall be considered as provided for herein. a. Retention of Property My Trustee shall have the power to retain any property received into my Trust at its inception, or later added to my Trust without regard to whether my Trust investments are diversified, as long as my Trustee considers that retention is in the best interests of my Trust or is in furtherance of my goals in creating my Trust. Subject to any power of my Surviving Spouse to require underproductive property to be made reasonably productive, my Trustee shall have the power to invest and reinvest in any property that may be considered by applicable state law to be underproductive or unproductive in nature and, specifically to be exempt from any minimum income requirements called for under local law. b. Additions My Trustee shall have the power to receive additions to the assets of the various trusts created under my Trust Agreement from any source. c. Business Participation My Trustee shall have the power to form, terminate, continue or participate in the operation of any business enterprise including a corporation, a sole proprietorship, a general or limited partnership or a limited liability company and to effect any form of incorporation, dissolution, liquidation or reorganization, including, but not limited to, recapitalization and reallocation of classes of shares or other changes in the form of the business enterprise or to lend money or make a capital contribution to any such business enterprise. 14-1 /- d. Make Investments My Trustee shall have the power to invest and reinvest the assets of my Trust as my Trustee may determine to be in the best interests of my Trust without limitation by any law applicable to investments by fiduciaries. The permitted investments and reinvestments may include securities such as common or preferred stock, mortgages, notes, subordinated debentures and warrants of any corporation, any common trust fund administered by a corporate fiduciary, other property real or personal, including savings accounts and deposits, interests in mutual or money market funds or investment trusts, annuities and insurance whether or not such investments are unsecured or of a wasting nature. e. Life Insurance My Trustee shall have the power to obtain, by purchase or by gift or by conversion, reissue, consolidation or by any other means, and hold as an asset of my Trust, policies of insurance on my life or the life of any other beneficiary of my Trust. My Trustee is authorized and empowered to exercise, either before or after my death, all of the rights, options, elections or privileges exercisable in connection with such policies. These rights and options should include, but not be limited to, incapacity benefits, the right to borrow money with which to pay premiums (or other charges) on any policy owned by my Trust (including any automatic premium loan feature) or for any other trust purpose, the right to elect among settlement options offered by the insurance company that issued such policy, the right to convert such policy to paid-up insurance, extended term insurance or to any different form of insurance, and the right to arrange for the automatic application of dividends in reduction of premium payments (or other charges) with regard to any policy of insurance held in the Trust Estate. Regarding any such policies: 1. I represent that any policies of life insurance currently transferred into my trust, or that will be transferred to my trust hereinafter or purchased at my direction, have been selected (or will be selected) solely by myself based on my study and evaluation of (a) the sufficiency of the policy to meet the goals of my Trust, (b) whether or not available policy elections should be made, and (c) the current and projected financial strength and viability of the company issuing the policy. 2. My Trustee has made no representations to myself concerning these policies and none of my study and evaluation of the policy or policies has been based on any representation by my Trustee. Furthermore. my Trustee is 14-2 under no obligation to examine such policies upon receipt or to make subsequent or periodic evaluations of same. The obligations to examine and evaluate shall remain exclusively with myself. 3. In the event that I or any beneficiary hereunder shall at any time (1) question the sufficiency of any life insurance policy, (2) determine that available policy elections should be made, or (3) question the continued financial strength or viability of the carrier, it shall be their absolute obligation to inform my Trustee of those facts in writing. My Trustee shall be indemnified and held harmless for any actions taken pertaining to policies held by my Trust except for the payment of policy premiums from available assets. f. Dealing With Property My Trustee shall have the power to acquire, grant, hold in a safe deposit box or dispose of property including puts, calls and options (including options on stock owned by the estate), for cash or on credit, including maintaining margin accounts with brokers, at public or private sale, upon such terms and conditions as my Trustee may deem advisable, and to manage, develop, improve, exchange, partition, change the character of, or abandon property, or any interest therein, or otherwise deal with property. Specifically, my Trustee shall have the power to use and expend my Trust income and principal to conduct environmental assessments, audits, and site monitoring to determine compliance with any environmental law or regulation thereunder; to take all appropriate remedial action to contain, clean up or remove any environmental hazard, including a spill, release, discharge or contamination, either on my Trustee's own accord or in response to an actual or threatened violation of any environmental law or regulation thereunder; to institute legal proceedings concerning environmental hazards or contest or settle any such legal proceedings brought by any local, state or federal agencies concerned with environmental compliance, or by a private litigant; to comply with any local, state or federal agency order, or court order directing an assessment, abatement or cleanup of any environmental hazards; to employ agents, consultants and legal counsel to assist in or perform the above undertakings or actions; and, in general, to take all appropriate actions to prevent, identify, or respond to any actual or threatened violations of any environmental law or regulation thereunder. No Trustee under my Trust Agreement shall be liable for any loss or depreciation in value sustained by my Trust as a result of my Trustee retaining any property upon which there is later discovered to be hazardous materials or substances 14-3 requiring remedial action pursuant to any federal, state or local environmental law unless my Trustee contributed to the loss or depreciation in value through willful default, willful misconduct, or gross negligence. Moreover, my Trustee shall not be obligated to accept any property on behalf of my Trust without my Trustee fIrst having the opportunity to determine, in my Trustee's discretion, that such property is not contaminated by any hazardous or toxic materials or substances, and that such property is not being used and has never been used for any activities directly or indirectly involving the generation, use, treatment, storage, disposal, release, or discharge of any hazardous or toxic materials or substances. Finally, my Trustee shall have the power to disclaim any power that, in my Trustee's discretion, will or may cause my Trustee to be considered an "owner" or "operator" of property held in my Trust Estate under the provisions of the Comprehensive Environmental Response, Compensation and Liability Act (CERCLA), as amended from time to time. This power to disclaim, as contained herein, shall apply to any such power, whether actually set forth under my Trust Agreement, incorporated by reference herein, or granted or implied by any statute or rule of law. g. Borrowing Authority My Trustee shall have the power to borrow funds from any person, including my Trustee; to guarantee indebtedness or indemnify others in the name of my Trust and to secure any such obligation by mortgage, pledge, security interest or other encumbrance; and to renew, extend or modify any such obligation for a term within or extending beyond the administration of the term of my Trust. No lender shall be bound to see to, or be liable for, the application of the proceeds of any obligation and my Trustee shall not be personally liable for any obligation. h. Leasing Authority My Trustee shall have the power, with respect to real or personal property, to make, renew or amend for any purpose a lease, as lessor or lessee, for a term within or beyond the term of my Trust with or without option to purchase. i. Natural Resources My Trustee shall have the power to enter into any arrangement or agreement, including a lease, pooling or unitization agreement for exploration, development, operation, conservation and removal of minerals or other natural resources. j. Voting Rights My Trustee shall have the power to vote a security in person or by general or limited proxy; to participate in or consent to any voting trust, reorganization, 14-4 ..- dissolution, liquidation or other action affecting any securities; and to deposit securities with, and transfer title to, a protective or other committee. k. Title to Assets My Trustee shall have the power to hold securities and other property in negotiable form or in the name of a nominee (including "street name" of a broker) or by deposit to a clearing corporation, with or without disclosure of the Trustee relationship, but my Trustee shall be responsible for the acts of any nominee in the scope of the nominee's authorized actions with respect to such property or clearing corporation in connection with the property. I. Insurance My Trustee shall have the power to insure the assets of my Trust against any risk, and my Trustee against liability, with respect to third persons. m. Settlement of Disputes My Trustee shall have the power to payor contest any debt or claim; to compromise, release and adjust any debt or claim; and to submit any matter to arbitration. n. Payment of Expenses My Trustee shall have the power to pay any taxes, assessments, reasonable compensation of my Trustee and other expenses incurred in the collection, management, care, protection and conservation of my Trust Estate. o. Principal and Income My Trustee shall have the power to allocate items of income or expenditure to either income or principal and to create reserves out of the income as my Trustee, in my Trustee's discretion, deems appropriate and my Trustee's decision, made in good faith with respect thereto, shall be binding and conclusive on all persons. This power of allocation shall also apply to income during administration of my Trust after my death. Notwithstanding the preceding sentence, if the Survivor's Trust (or a share thereunder) is the beneficiary of a Retirement Account income earned after the participant's death in the account shall be income of such trust or share, and if my Trustee is required to pay all of the trust income to a beneficiary, my Trustee shall collect and pay the income of the account to the beneficiary at least quarterly (and to the extent that all of the income cannot be collected from the account. the 14-5 deficiency shall be paid from the principal of such trust or share). p. Distribution of Trust Property My Trustee shall have the power to make any distribution or payment in kind or in cash, or partly in kind and partly in cash, and to cause any share to be composed of cash, property or undivided interests in property different in kind from any other share, either pro rata or non pro rata, without regard to differences in the tax basis of such property and without the requirement of making any adjustment of the shares by reason of any action taken pursuant hereto. Any division, allocation, apportionment or valuation of the property to distribute the assets to or among any of the trusts, shares or beneficiaries shall be made by my Trustee, and the good faith determination of my Trustee shall be binding and conclusive on all parties. q. Litigation My Trustee shall have the power to prosecute or defend actions, suits, claims or proceedings for the protection or benefit of my Trust and my Trustee in the performance of my Trustee's duties. r. Employment of Agents My Trustee shall have the power to employ agents, including attorneys, accountants, investment advisors, custodians, appraisers or others, including any firm of which my Trustee is a member, to advise or assist my Trustee, to delegate to them fiduciary powers and to indemnifY them against liability for positions taken in good faith and with reasonable basis. s. Corporate Fiduciary If any stock of a corporate trustee, or of any affiliate or successor of a corporate trustee, shall be included in the assets of my Trust, my Trustee shall have full authority, in my Trustee's discretion, and notwithstanding any regulation or rule of law to the contrary to retain the stock and any increases resulting from stock dividends and stock splits and from the exercise of purchase rights and the purchase of fractional shares needed to round out fractional share holdings that may arise concerning the stock. My Trustee shall vote the stock either directly or by proxy, except to the extent my Trustee is prohibited by law from voting the stock, in accordance with the written instructions of a majority of the then living beneficiaries then entitled to current distributions of income or their Personal Representatives. In the event no instruction is given. my Trustee is authorized to vote the stock in the best interests of the beneficiaries in view of the purposes for 14-6 which my Trust was created. t. Investment Transactions With regard to record keeping for investment transactions, my Trustee need not provide copies of confirmations or similar notifications each time a trade or investment transaction occurs, but investment transactions shall be set forth in my Trustee's periodic accounting. u. Repairs and Improvements My Trustee shall have the power to make ordinary or extraordinary repairs or alterations in buildings or other structures, to demolish any improvements, and to raze existing or erect new party walls or buildings. v. Business Personnel My Trustee shall have the power to elect or employ directors, officers, employees, partners or agents of any business and to compensate such persons, whether or not any such person is a Trustee, director, officer, partner or agent of my Trustee or a beneficiary of my Trust. w. Farm or Ranch Property With respect to farm or ranch property, my Trustee shall have all necessary powers to participate in and operate any farming (including tree farming) or ranch operation personally or with hired labor, tenants or sharecroppers, to lease any farm for cash or a share of crops under a lease that permits or precludes the material participation of my Trustee to fertilize and improve the soil; to employ conservation practices; to participate in government programs; and to perform any other acts deemed by my Trustee necessary or desirable to operate the property. In making a decision whether to materially participate in farming or ranch operations, my Trustee shall consider whether an election should be made or has been made under Code Section 2032A to qualify for special farm-use valuation. x. Ancillary Trustees If, for any reason, my Trustee deems it advantageous to act through an ancillary Trustee, my Trustee may designate an ancillary Personal Representative or Trustee qualified to serve in the jurisdiction where such ancillary Trustee is to act and may delegate to such ancillary Trustee such of the powers granted under my Trust Agreement as my Trustee deems advisable without being chargeable with loss. if any, arising out of such designation or delegation. My Trustee may specify whether any corporate Trustee. or any person or persons acting in an ancillary 14-7 , " capacity hereunder, shall serve with or without bond, Except as may be otherwise specifically provided, no ancillary Trustee need comply with the provisions of any Uniform Trustee's Accounting Act, the Uniform Trust Act or similar acts in force in any state where the fiduciary may be acting, y. Retention of Closely Held Interest My Trustee shall have the power to retain any real estate interests, closely held securities or affiliated companies or business interests, and to sell or dispose of such interests only after careful consideration and after determining that sale or disposition is under the existing circumstances in the best interests of my Trust or its beneficiaries, If at any time my Trust holds any stock in an S corporation, and my Trustee deems it appropriate for such corporation to maintain its Subchapter S election, or if my Trustee deems a Subchapter S election advisable for allY corporation the stock of which is held in my Trust, my Trustee may take all of the necessary actions to segregate the S corporation stock, or other corporation stock for which a Subchapter S election is to be made, from the other assets of my Trust, and in my Trustee's discretion, and otherwise consistent with the terms of my Trust to the greatest extent possible, may form new trusts and may amend the terms of my Trust Agreement as would be necessary to establish Qualified Subchapter S Trusts to hold the said S corporation stock and assets in compliance with Code Sections 1361(b) and 1361(d)(3), z. Exercise of Authority Except as otherwise provided in my Trust Agreement, my Trustee shall have the power to do all acts that might legally be done by an individual in absolute ownership and control of property, aa. Power to Divide or Combine Trusts My Trustee shall have the power to divide a single trust into separate shares, each to be administered in accordance with the terms and conditions of the single trust from which they were created when my Trustee, in my Trustee's discretion, determines that division is desirable or advisable in view of tax considerations, including considerations related to income tax, gift tax, inheritance tax or generation skipping transfer tax or other objectives of the trusts and their beneficiaries, My Trustee shall not be required to make a physical segregation or division of the various trust shares created under my Trust Agreement except as segregation or division may be required by reason of the termination and distribution of any of 14-8 !""-- the trust shares, but my Trustee shall keep separate accounts and records for different undivided interests. My Trustee, in my Trustee's discretion, shall have the further power to combine two or more trusts or trust shares having substantially the same terms into a single trust for purposes of administration when tax or other factors indicate that such combination would be desirable or advisable. In deciding whether to combine trusts or trust shares, my Trustee shall consider the generation skipping "inclusion ratio" of the trusts or trust shares to be combined. Trusts or trust shares having the same inclusion ratios may be combined. Trusts or trust shares having different inclusion ratios should generally not be combined unless their inclusion ratios are maintained unchanged through substantially separate and independent shares of different beneficiaries within the meaning of Code Section 2654(b) and the applicable regulations thereunder. Specifically, unless there is a Personal Representative, my Trustee has the authority to allocate any portion of my respective exemptions under Code Section 2631(a) to property as to which I am the respective transferor, including any property transferred by myself during my lifetime as to which I did not make an allocation prior to my death. My Trustee also has the authority to make the special election under Code Section 2652(a)(3). If Code Section 2631(a) or 2652( a)(3) is not interpreted as to allow a Trustee to exercise such election, then a Personal Representative shall be appointed and is authorized to allocate my respective exemptions and to exercise the said special election. If my Trustee considers that any distribution from a trust or trust share hereunder, other than pursuant to a power to withdraw or appoint, is a taxable distribution subject to the federal generation skipping transfer tax payable by the distributee, my Trustee may increase the distribution by an amount that my Trustee would estimate to be sufficient to pay that tax and any additional tax thereon, and shall charge the same against the trust or trust share to which the tax relates. If my Trustee considers that any termination of an interest in my Trust or a trust share hereunder is a taxable termination subject to the federal generation skipping transfer tax, my Trustee may pay that tax from the portion of the property to which the tax relates without any adjustment of the relative interests of the beneficiaries. bb. Termination of Small Trust If at any time after my death the costs of administration of my Trust (or any share thereof) are of such an amount in relation to the then principal and undistributed income of my Trust (or any share thereof) that my Trustee. in my Trustee's 14-9 discretion, determines that my purposes in establishing my Trust would no longer be served, and if my Trustee deems it advisable to distribute the then principal and undistributed income of my Trust (or any share thereof) to the then living beneficiary or beneficiaries, my Trustee (other than any then current beneficiary of my Trust who, if then serving as a Trustee, may appoint an independent Trustee to serve only for the purpose of determining the advisability of termination in such independent Trustee's sole discretion) may do so without responsibility on the part of my Trustee. Such a distribution on behalf of a beneficiary under a disability, in the Trustee's discretion, may be made to the Guardian of the person of such beneficiary, or to the parent of such beneficiary, if such beneficiary is a minor, or may be applied by my Trustee for such beneficiary's benefit. 14-10 Article Fifteen General Provisions Section 1. Spendthrift Protection Neither the principal nor the income of any trust created or contained under my Trust Agreement shall be liable for the debts of a beneficiary nor shall the same be subject to seizure by any creditor of any beneficiary under any lien or proceeding at law or equity. Except to the extent otherwise expressly provided in my Trust Agreement, no beneficiary shall have the authority or power to sell, assign, transfer, encumber or in any manner to dispose of a beneficial interest, whether income or principal. The limitations herein shall not restrict the exercise of any power of appointment or the right to disclaim by any beneficiary. In addition, except as to any Survivor's Trust, if a Trustee, at a time that distribution to any beneficiary is directed to be made under the provisions of my Trust Agreement, in such Trustee's sole discretion, determines that reliance on government benefits, illness, substance dependency, bankruptcy, litigation or any factor tending to diminish the ability of a beneficiary to fully benefit from a distribution or to handle financial affairs exists, my Trustee may withhold any such directed distribution and may extend the term of my Trust as to any portion of my Trust Estate otherwise allotted for any so affected beneficiary. Thereafter my Trustee may continue to distribute income or principal to such beneficiary as my Trustee may determine in my Trustee's sole discretion. Section 2. The Rule Against Perpetuities Unless sooner terminated or vested in accordance with other provisions of my Trust Agreement, all interests not otherwise vested including, but not limited to, all trusts and powers of appointment created hereunder shall terminate one day prior to twenty-one (21) years after the death of the last survivor of the group composed of me and my lineal descendants living on the date of my death. At that time, distribution of all principal and all accrued, accumulated and undistributed income shall be made to the persons then entitled to distributions of income or principal and in the manner and proportions herein stated irrespective of their then attained ages. Section 3. Incapacity A person shall be considered incapacitated in the event such person has been determined to be legally incompetent by a court of competent jurisdiction; has been certified by two licensed 15-1 physicians to be unable to properly handle his or her own affairs by reason of physical illness or mental illness; or otherwise is unable freely to communicate for a period of 90 days. Section 4. Income and Principal Payments All payments of income or principal shall be made in such of the following ways as my Trustee determines appropriate: a. To each respective beneficiary in person upon his or her personal receipt; b. Deposited in any bank to the credit of such beneficiary in any account carried in his or her name or jointly with another or others; c. To the parent or legal representative of the beneficiary; d. To a Custodian under a Uniform Transfers to Minors Act or Uniform Gifts to Minors Act selected by my Trustee for such period of time under applicable law as my Trustee determines appropriate; e. To some near relative, friend or institution having primary responsibility for the care and custody of the beneficiary; f. By my Trustee using such payment directly for the benefit of such beneficiary; or g. To the Trustee of any revocable trust of which the beneficiary IS the Trustor. Section 5. Limit on Trustee's Discretion Notwithstanding any other provision in my Trust Agreement, other than my Spouse with respect to a Survivor's Trust, no individual Trustee who is also a beneficiary hereunder ("Trustee- beneficiary") shall have any right, power, duty or discretion concerning my Trust Estate if such right, power, duty or discretion conferred upon such Trustee under my Trust Agreement amounts to a general power of appointment under Code Section 2041 or 2514 that would cause any assets of my Trust Estate to be included in the estate of such Trustee-beneficiary. Any such right, power, duty or discretion with such effect shall be null and void with respect to such Trustee-beneficiary. No Trustee who is under a legal obligation to any beneficiary of my Trust Agreement or other person shall under any circumstances partake in any decisions relating to any discretionary distributions of income or principal of my Trust Estate that can be used to discharge any such legal obligation of such Trustee. 15-2 Section 6. No-Contest Clause If any person or entity, other than myself, singularly or in conjunction with any other person or entity, directly or indirectly, contests in any court the validity of my Trust Agreement, including any amendments thereto, then the right of that person or entity to take any interest in the Trust Estate or to act in any fiduciary capacity shaIl cease, and that person (and his or her descendants) or entity shall be deemed to have predeceased me. Section 7. Disclaimer by Beneficiary No beneficiary shall be entitled to accelerate any distribution to the beneficiary or to terminate his or her trust interest and thereafter receive outright distribution by use of a disclaimer. Section 8. Captions The captions of Articles, Sections and Paragraphs used in my Trust Agreement are for convenience of reference only and shall have no significance in the construction or interpretation of my Trust Agreement. Section 9. Severability Should any of the provisions of my Trust Agreement be for any reason declared invalid, such invalidity shall not affect any of the other provisions of my Trust Agreement, and all invalid provisions shall be whoIly disregarded in interpreting my Trust Agreement. Section 10. Statutory References Unless the context clearly requires another construction, each statutory reference in my Trust Agreement shaIl be construed to refer to the statutory section mentioned, related successor sections, and corresponding provisions of any subsequent law, including all amendments. Section 11. Simultaneous Deaths For purposes of my Trust Agreement, if my Spouse and I die under circumstances in which the order of our deaths cannot be established, Wife shaIl be deemed to have survived Husband. 15-3 " If any beneficiary under my Trust Agreement other than my Spouse dies under circumstances in which the order of deaths cannot be established, I shall be deemed to have survived the beneficiary, and my Trust Agreement shall be construed accordingly. Section 12. Gender and Number In my Trust Agreement, where appropriate, except where the context otherwise requires, the singular includes the plural and vice-versa, and words of any gender shall not be limited to that gender. Section 13, Governing Commonwealth Law My Trust Agreement and the trusts created under it shall be construed, regulated and governed by and in accordance with the laws of the Commonwealth of Pennsylvania. Section 14. Definitions The following terms as used in my Trust Agreement are defmed as indicated: a. Beneficiary Designation The term "Beneficiary Designation" means any document executed by me which affects the manner of payment of amounts held in a plan (of whatever type) subject to the distribution rules of section 401(a)(9) of the Code or any commercial annuity or any similar deferred payment arrangement. b. Child, Children, Issue and Descendants The terms "child" or "children" mean lawful blood descendants in the first degree of the parent designated; and "issue" and "descendants" mean the lawful blood descendants in any degree of the ancestor designated provided, however, that if a person has been adopted, that person shall be considered a child of such adopting parent and such adopted child and his or her issue shall be considered as issue of the adopting parent or parents and of anyone who is by blood or adoption an ancestor of the adopting parent or either of the adopting parents. The terms "child," "children," "issue," "descendant" and "descendants" or those terms preceded by the terms "living" or "then living" shall include [he lawful blood descendant in [he appropriate degree of the ancestor designated even though such descendant is born after [he death of a parent. 15-4 -~ I c. Code The term "Code" means the Internal Revenue Code of 1986, as amended from time to time. The terms "gross estate," "adjusted gross estate," "taxable estate," "unified credit," "state death tax credit," "maximum marital deduction," "marital deduction," and any other term which from the context in which they are used refer to the Code, shall have the same meaning as such terms have for the purposes of applying the Code to my Trust Agreement. d. Deceased Trustor The term "Deceased Trustor" means a Trustor who has died. e. Death Taxes The term "death taxes" means all inheritance, estate, succession and other similar taxes that are payable by any person on account of that person's interest in the estate of the decedent or by reason of the decedent's death, including penalties and interest but excluding the following: 1. Any addition to the federal estate tax for any "excess retirement accumulation" under Code Section 4980A; 2. Any additional tax that may be assessed under Internal Revenue Code Section 2032A; and 3. Any federal or state tax imposed on a generation skipping transfer, as that term is defined in the federal tax laws, unless that generation skipping transfer tax is payable directly out of the assets of a trust created by my Trust Agreement. f. Education The term "education" shall be given broad interpretation and may include but not be limited to: 1. High School Education at public or private elementary or high schools, including boarding schools. 15-5 . . I ~ /- 2. College Undergraduate and graduate study in any and all fields whatsoever, whether of a professional character in colleges or other institutions of higher learning. 3. Specialized Training Specialized formal or informal training in music, the stage, the handicrafts, the arts, or vocational or trade schools whether by private instruction or otherwise. 4. Other Educational Activities Any other activity including foreign or domestic travel which shall tend to develop fully the talents and potentialities of each beneficiary regardless of age. g. Heirs at Law References to someone's "heirs at law" mean individuals, who are living at the event when property is directed to be distributed to them. Those individuals' identities, and the shares of the distributable property which they each receive, shall be determined under the intestacy laws of the Commonwealth of Pennsylvania which then govern the distribution of the personal property of a resident dying then, without creditors, owning only the distributable assets. h. Personal Representative The term "Personal Representative" means trustee, executor, executrix, administrator, administratrix, conservator, guardian, custodian or any other type of personal representation. i. Per Stirpes In every case in which a disposition of an interest is to be made to the issue of a person "per stirpes" it is intended that such disposition shall be made in accordance with the principle of representation. This principle in relation to my Trust Agreement means that whenever property is to be distributed to the issue of a person such property shall be divided into as many shares as there are, at the time of disposition, living issue in the nearest degree of kinship to such person and then deceased issue in the same degree who left issue who are then living, each then living issue in the nearest degree receiving one share and the share of each then deceased issue in the same degree being divided among his or her issue in the 15-6 same manner. j. Retirement Account The term "Retirement Account" means any deferred payment account, whether or not considered a qualified plan under sections 401,403,408 or any other section of the Code, under which by reason of fiduciary accounting principles income is considered earned but not immediately payable. k. Retirement Account Trustee I. The term "Retirement Account Trustee" means the Trustee(s) of the Family Retirement Subtrust and Survivor's Retirement Subtrust created under my Trust Agreement. If there is more than one Trustee serving as Trustee of either or both the Family Retirement Subtrust and the Survivor's Retirement Subtrust, then for purposes of my Trust Agreement, all such Trustees shall be included in the term "Retirement Account Trustee". This definition of Retirement Account Trustee is intended to provide an efficient means to utilize a Beneficiary Designation to indicate the beneficiary of any Retirement Account benefits. 2. The Trustees of the Family Retirement Subtrust and the Survivor's Retirement Subtrust (collectively known, and previously referred to, as the "Retirement Account Trustee") shall divide all Retirement Account balances (the "Balance"), or rights thereto, between the Family Retirement Subtrust and the Survivor's Retirement Subtrust in accordance with the fractional formula division of income in respect of a decedent set out in Article Six; however, relative to such formula: (i) only property affected by a Beneficiary Designation shall comprise the denominator of the fraction; (ii) references to the Family Trust and Survivor's Trust shall be deemed to mean to the Retirement Subtrusts of each of those Trusts; and, (iii) any such division of the Balance shall be determined only after taking into account the other fractional formula allocations directed under Article Six. 3. This Retirement Account Trustee arrangement is intended, and shall be interpreted for all purposes, to comply with the applicable requirements of the Code and Treasury Regulations, to obtain treatment of trusts and trust beneficiaries as designated beneficiaries under Code section 401 (a)(9), as amended. I. Trust Estate The term "Trust Estate" means all of the property, real and personal, intangible 15-7 ~",- and tangible, which has been transferred to my Trustee, whether or not listed on any Schedules. m. Trustee's Discretion The term "discretion" with regard to a Trustee means such Trustee's sole but reasonable judgment. In exercising any discretionary power with respect to my Trust, my Trustee shall at all times act in accordance with fiduciary principles and shall act reasonably under the circumstances and not in bad faith or in disregard of the purposes of my Trust. n. Unused Generation Skipping Tax Exemption Equivalent The term "Unused Generation Skipping Tax Exemption Equivalent" means the generation skipping transfer tax exemption provided in section 2631 of the Code in effect at the time of death of a Trustor, reduced by the aggregate of (I) the amount, if any, of such exemption allocated by a Trustor or by operation of law to a Trustor's lifetime transfers and (2) the amount, if any, a Trustor or a Trustor's Personal Representative or a Trustee has specifically allocated to property other than property to which such exemption is directed to be allocated by any applicable provision of my Trust Agreement. For purposes of my Trust Agreement, if at the time of death of a Trustor such Trustor has made lifetime transfers of property to which an inclusion ratio of greater than zero would be applicable and for which the gift tax return due date has not expired (including extensions) and a return has not yet been filed, it shall be deemed that the generation skipping transfer exemption has been allocated to such transfers to the extent necessary and possible to exempt such transfers from generation skipping transfer tax. o. Unused Unified Credit Equivalent The term "Unused Unified Credit Equivalent" means that value of a Deceased Trustor's taxable estate determined without regard to the marital deduction that can be transferred at death without causing any federal estate tax liability because of: I. Any available Unified Credit, 2. The Credit for State Death Tax to the extent it does not increase the amount of death taxes payable to any state, 3. The Credit for Prior Transfers, 4. Allowable exclusions from the Taxable Estate; 15-8 !...- and that is in excess of the net value of all property includable in the taxable estate of a Deceased Trustor that does not qualify for the marital deduction or any other deduction; whether that value passes outside of my Trust (by way of joint tenancy, life insurance contract, will, or otherwise) or under other provisions of my Trust. I have executed my Trust Agreement on the date set forth on the first page of my Trust Agreement. I certify that I understand my Trust Agreement and that it correctly states the terms and conditions under which my Trust Estate is to be held, managed and disposed of by my Trustee. I approve this revocable living trust in ail particulars and request my Trustee to execute it. Trustor: a;-d::::i ~ /ZL- -" ANTHONY..g:' RlSHAR Trustees: ~. . ..Q ^'. ,.." /?" / .(CC~ft.~vy,L; j-r .c,.,(----- ANTHONY B. ~HAR . ~d';'ahi/; P )t~.uv'L ELlZM3ETH R. RlSHAR [5-9 ~'- . r COMMONWEALTH OF PENNSYLVANIA COUNTY OF DAUPHIN On this JUL 2 4 1998 , before me, ' the undersigned officer, personally appeared ANTHONY B. RlSHAR, Trustor and Trustee, known to me (or satisfactorily proven) to be the person whose name is subscribed to the within instrument and acknowledged that he executed the same for the purposes therein contained. ZJ:~l~ Notary Public t my hand and official seal. NOTAAII\l. SEAL Gor~"IIE L REESE. Molar! Public . H;,rshey, PA lJaujr.:!:. v"ulIIy ,,;jC(jm!:!!ssi0:!~x~:-:-sMa'J10.1999 COMMONWEALTH OF PENNSYLVANIA ) 5S 17 ~'d. /~ek COUNTY OF DAUPHIN On this JUL 24 1998 , before me, ' Lh!:: undersigned officer, personally appeared ELIZABETH R. R1SHAR. Trustee, known to me (or satisfactorily proven) to be the person whose name is subscribed to the within instrument and acknowledged that she executed the same for the purposes therein contained. mZkfI Notary Public t my hand and official seal. NOTARIAL SEAL GO;;~!E L REESE. Motar,' "!Jblle H.;rsnt~r ~A rM!~-"" -:I,'In, ... ..,' :..r::z_...........lJl.I,uy ,.'j'} ..u:n:"l~'(":~ ':--~ '1It'l1iJ. '1999 15-10 The First Amendment to the Anthony B. Rishar Living Trust On July 24, 1998, we, Anthony B. Rishar and Elizabeth R. Rishar, signed the Anthony B. Rishar Living Trust, more formally known as: Anthony B. Rishar and Elizabeth R. Rishar, Trustees, or their successors in trust, under the Anthony B. Rishar Living Trust, dated July 24, 1998, and any amendments thereto. Pursuant to Article Four of my Living Trust, which permits me to amend my Living Trust in writing at any time, I now wish to amend my Living Trust as follows: Article Five of my Living Trust is hereby revoked in its entirety and amended as follows: Section 1. Trustee's Payment of Debts and Taxes After my death, unless other provisions for payment have been made, my Trustee shall pay all or any part of the following expenses, debts, claims and taxes from my Trust Estate: a. Final medical expenses and all funeral costs; b. Legally enforceable claims against me; c. Reasonable expenses of administration of my Tmst, including those attributable to my probate estate or those attributable to the distribution of any bequest; d. Any allowances mandated by a court of competent jurisdiction to those dependent upon me; e. Any estate, inheritance, succession, generation'skipping transfer, or similar taxes payable by reason of my death; and · f. Any penalties or interest on any of the above expenses, claims, debts or taxes owed by me or my probate estate. 1 Section 2. Payment by My Trustee or Personal Representative My Trustee, in my Trustee's discretion, may make distributions authorized under this Article either directly to the person or entities to whom payment is owed or to the Personal Representative of my probate estate. Written statements by my Personal Representative that such sums are due and payable by my estate shall be sufficient evidence of their amount and propriety for the protection of my Trustee. My Trustee shall be under no duty to see to the application of any such payments made to my Personal Representative. Section 3. Tax Elections If no Personal Representative has been appointed, with regard to the payment of any income tax, gift tax, estate tax, inheritance tax, Generation Skipping Transfer Tax or any other tax due because of my death, my Trustee shall have the right to make any available elections allowed under the law or to sign and file any tax return. If a Personal Representative has been appointed, the Personal Representative shall have the foregoing rights and duties. Section 4. Payment of Death Taxes, Claims and Expenses a. Payment Out of Trust Property All death taxes, claims and expenses payable under the provisions of this Article may be paid by my Trustee out of my Trust Estate except as specifically provided for elsewhere in my Trust Agreement. Such payments may be allocated, partly or wholly, in my Trustee's discretion, to income or principal; but, to income only to the extent such allocation does not constitute a material limitation upon any trust portion that would otherwise qualify for the federal estate tax Marital Deduction or decrease any otherwise allowable Charitable Deduction. b. Exception for Property Passing Outside of My Trust Notwithstanding Section 4.a of this Article, unless specifically directed otherwise by another separate provision of my Trust Agreement, all death taxes, claims and expenses attributable to assets passing outside of my Trust or my probate estate shall be assessed against those persons receiving such property; provided, however, that under no circumstances shall any transfer to any beneficiary that qualifies for the federal estate tax Marital or Charitable Deduction cause the property transferred or such beneficiary to bear any such taxes. 2 Section 5. Apportionment of Expenses, Claims and Taxes Notwithstanding Section 4.a of this Article, unless specifically directed otherwise by another separate provision of my Trust Agreement, all expenses, claims and taxes attributable to any specifically distributed property shall be apportioned to the share of the beneficiaries of such specific distributions. Any distribution of specific trust property under my Trust Agreement shall pass subject to all liens, mortgages or encumbrances attributable thereto. Section 6. Exception to Apportionment of Death Taxes Notwithstanding any provision in my Trust Agreement to the contrary, it is my intent, and I hereby direct, that to the extent practicable no death taxes shall be apportioned to or against any part of my estate or the trusts or shares created by my Trust Agreement, or any beneficiary thereof, which qualifies for the federal estate tax Marital Deduction or Charitable Deduction. Further, notwithstanding any above provisions, Death Taxes chargeable among trusts hereunder that are substantially identical except that one trust is Exempt and the other Trust is Non-Exempt shall be charged first to the Non-Exempt Trust until exhausted and then to the Exempt Trust. The preceding sentence shall not apply to the extent that charging and paying such taxes as provided in such sentence increases the Inclusion Ratio of any Exempt Trust hereunder. Furthermore, should the payment of expenses, claims and taxes from any Qualified Retirement Plan or Individual Retirement Account ("IRA") assets which comprise my Trust Estate cause my Trust to be disqualified as a "Qualified Beneficiary" Trust, it is my intent, and I hereby direct, that to the extent practicable, no expenses, claims and taxes be paid from such Qualified Retirement Plan or IRA assets. All other articles are hereby ratified and confirmed. I executed this amendment on JUt. 1 {! 200~ I certify that I have read the foregoing amendment to my Living Trust, and that it correctly states the changes I desire to make in my Living Trust. I approve this amendment to my Living Trust in all particulars, and request my Trustees to execute it. ~Jq e"e.., ;J;/l; Elifabe R. Rishar, Trustor ~~ddA ,(J ?~ Elizab h R. Rishar, Trustee 3 ACKNOWLEDGEMENT COMMONWEALTH OF PENNSYLVANIA ; SS COUNTY OF DAUPIDN The foregoing amendment to the Elizabeth R. Rishar Living Trust was acknowledged before me on JUL 1. (l1200'! , by Elizabeth R. Rishar, as Trustor and Trustee and by Anthony B. Rishar as Trustee. Witness my hand and official seal. My commission expires: Not!~ y !J~ t'"."J 4