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HomeMy WebLinkAbout01-24-14 1505610149 I) iff REV-1500 Ex(02-11)Pennsylvania OFFICIAL USE ONLY PA Department of Revenue County Code Year File Number Bureau of Individual Taxes INHERITANCE TAX RETURN PO BOX 280601 21 13 0889 Harrisburg,PA 17128-0601 RESIDENT DECEDENT ENTER DECEDENT INFORMATION BELOW Social Security Number Date of Death MMDDYYYY Date of Birth MMDDYYYY 05 19 2013 07 19 1923 Decedent's Last Name Suffix Decedent's First Name MI Miller Mary V (If Applicable) Enter Surviving Spouse's Information Below Spouse's Last Name Suffix Spouse's First Name MI Spouse's Social Security Number THIS RETURN MUST BE FILED IN DUPLICATE WITH THE REGISTER OF WILLS FILL IN APPROPRIATE OVALS BELOW 1.Original Return 2. Supplemental Return O 3. Remainder Return(Date of Death Prior to 12-13-82) l� 4.Limited Estate O 4a. Future Interest Compromise(date of 5. Federal Estate Tax Return Required death after 12-12-82) 6.Decedent Died Testate 7. Decedent Maintained a Living Trust 8. Total Number of Safe Deposit Boxes (Attach Copy of Will) (Attach Copy of Trust.) Q 9.Litigation Proceeds Received O 10. Spousal Poverty Credit(Date of Death Q 11. Election to Tax under Sec.9113(A) Between 12-31-91 and 1-1-95) (Attach Schedule O) CORRESPONDENT-THIS SECTION MUST BE COMPLETED.ALL CORRESPONDENCE AND CONFIDENTIAL TAX INFORMATION SHOULD BE DIRECTED TO: Name Daytime Telephone Number Elyse E . Rogers, Esquire 71q 612 SA-01 c a' m SR[FdSTER OFCWILLS 119E ILY a) -0 - m = � _HQ rrl First Line of Address - � O 635 North 12th Street , Suite 400 O =-3 r Second Line of Address U c T =g= C�) m —1 r DAI"ILEISo _ City or Post Office State ZIP Code Lemoyne PA 17043 Correspondent's e-mail address: erogers @ssr-attorneys.com Under penalties of perjury,I declare that I have examined this return,including accompanying schedules and statements,and to the best of my knowledge and belief, it is We,co ecl and complete.Declaration of preparer other tha onal representative is based on all information of which preparer has any knowledge. SIG NA E OF PERSON RESPONSIBLE FOR FI IN R UR DATE ADDRESS Sees.ahIEIrule attached SIGNATU FPREPARE T ER TH EPRES N TIVE DAT J-0 / & / ADDRESS 6q5 North 12th Stre t Lemoyne, LA 17043 PLEASE USE ORIGINAL FORM ONLY Side 1 1505610149 1505610149 1505610149 REV-1500 Ex loz-tt)Pennsylvama OFFICIAL USE ONLY PA Department of Revenue County Code Year File Number Bureau of Individual Taxes PO BOX INHERITANCE TAX RETURN Harrisburgg,,P PAA 17128-0601 RESIDENT DECEDENT 21 13 0889 ENTER DECEDENT INFORMATION BELOW Social Security Number Date of Death MMDDYYYY Date of Birth MMDDYYYY 05 19 2013 07 19 1923 Decedent's Last Name Suffix Decedent's First Name MI Miller Mary V (If Applicable)Enter Surviving Spouse's Information Below Spouse's Last Name Suffix Spouse's First Name MI Spouse's Social security Number THIS RETURN MUST BE FILED IN DUPLICATE WITH THE REGISTER OF WILLS FILL IN APPROPRIATE OVALS BELOW M 1.Original Return O 2. Supplemental Return O 3. Remainder Return(Date of Death Prior to 12-13-82) O 4.Limited Estate O 4a. Future Interest Compromise(date of O- 5. Federal Estate Tax Return Required death after 12-12-82) 111111111 6.Decedent Died Testate 7. Decedent Maintained a Living Trust 8. Total Number of Safe Deposit Boxes (Attach Copy of Will) (Attach Copy of Trust.) Q 9.Litigation Proceeds Received O 10. Spousal Poverty Credit(Date of Death O 11. Election to Tax under Sec.9113(A) Between 12-31-91 and 1-1-95) (Attach Schedule O) CORRESPONDENT-THIS SECTION MUST BE COMPLETED.ALL CORRESPONDENCE AND CONFIDENTIAL TAX INFORMATION SHOULD BE DIRECTED TO: Name Daytime Telephone Number Elyse E . Rogers , Esquire 717 612 5801 REGISTER OF WILLS USE ONLY First Line of Address 635 North 12th Street, Suite 400 Second Line of Address DATE FILED City or Post Office State ZIP Code Lemoyne PA 17043 Correspondent's e-mail address: erogers @ssr-attorneys.com Under penalties of perjury,I declare that I have examined this return,including accompanying schedules and statements,and to the best of my knowledge and belief, it is true,correct and complete.Declaration of preparer other than the personal representative is based on all information of which preparer has any knowledge. SIGNATUR F PERSON RES NSIBLE FOR FILING RETURN DATE ADDRESS See schedu ttached SIGNATUREO R PER OTHErANR ESENTATIVE D TE Q / (C ADDRESS 635 NOM 12th Street Lemoyne, PA 1 7 43 PLEASE USE ORIGINAL FORM ONLY . Side 1 1505610149 1505610149 1505610249 REV-1500 EX(Fl) Decedent's Social Security Number Decedent's Name: Mary M V Miller RECAPITULATION 1. Real Estate(Schedule A) ... . . .. . ... . .. . . ... . . .. . . ... . . .. . . .. . .. . . . 1. 0 . 00 2. Stocks and Bonds(Schedule B) . . ... . ... . ... . ... . .. . . .. . . . .. . .. . . .. 2 0 . 00 3. Closely Held Corporation,Partnership or Sole-Proprietorship(Schedule C) . .. . . 3. 0 - 00 4. Mortgages and Notes Receivable Schedule D 4. 0 - 00 5. Cash, Bank Deposits and Miscellaneous Personal Property(Schedule E) . . . ... 5. 261348 • 81 6. Jointly Owned Property(Schedule F) O Separate Billing Requested . .. . 6. 0 - 00 7. Inter-Vivos Transfers&Miscellaneous Non-Probate Property 2 ,10 6 ,4 6 0 . 3 5 (Schedule G) O Separate Billing Requested . . . . 7. 8. Total Gross Assets(total Lines 1 through 7) . . . .. . . .. . .. . . . . . .. . . . .. . .. 8. 2 1 13 2 ,8 0 9 • 16 9. Funeral Expenses and Administrative Costs Schedule H 9. 34 1395 - 7 4 10. Debts of Decedent, Mortgage Liabilities and Liens Schedule I 10. 91351 • 44 11. Total Deductions(total Lines 9 and 10) 11. 43,747 - 18 . .. . .. . . .. . .. . . .. . ... . . .. . .. . . 12. Net Value of Estate(Line 8 minus Line 11) 12. 210891061 . 98 . . . . . .. . .. . . .. . . .. . ... . .. . . . 13. Charitable and Governmental Bequests/Sec 9113 Trusts for which an election to tax has not been made(Schedule J) . . . .. . .. . . . .. . ... . .. . .. 13. 0 • 00 14. Net Value Subject to Tax(Line 12 minus Line 13) .. . . .. . . . . . .. .. . . . . . . . 14. 2 10 89 ,061 - 98 TAX CALCULATION-SEE INSTRUCTIONS FOR APPLICABLE RATES 15. Amount of Line 14 taxable at the spousal tax rate,or transfers under Sec.9116 0 . 00 (a)(1.2)X.0 0 0 . 00 15. 16. Amount of Line 14 taxable at lineal rate X.0 45 210891061 . 98 16. 94 ,007 . 79 17. Amount of Line 14 taxable at sibling rate X.12 0 - 00 17, 0 . 00 18. Amount of Line 14 taxable at collateral rate X.15 0 . 00 18. 0 . 00 19. TAX DUE 19. 94 ,007 . 79 . . .. . . . . . . . . . .. . . . . .. . .. . . . . . .. . .. . .. . . .. . .... . . . . .. 20. FILL IN THE OVAL IF YOU ARE REQUESTING A REFUND OF AN OVERPAYMENT O Side 2 1505610249 1505610249 REVA 500 EX(FI) Page 3 File Number Decedent's Complete Address: 21 130889 DECEDENT'S NAME Mary V. Miller STREET ADDRESS 603 Cocklin Street CITY STATE ZIP Mechanicsburg PA 17055 Tax Payments and Credits: 1. Tax Due(Page 2,Line 19) (1) 94 007.79 2. Credits/Payments A.Prior Payments 90,000.00 B.Discount 4,007.79 Total Credits(A+6) 121 94,007.79 3. Interest (3) 0.00 4. If Line 2 is greater than Line 1+Line 3,enter the difference.This is the OVERPAYMENT. Fill in oval on Page 2,Line 20 to request a refund. (4) 5. If Line 1 +Line 3 is greater than Line 2,enter the difference.This is the TAX DUE. (5) 0.00 Make check payable to: REGISTER OF WILLS, AGENT. PLEASE ANSWER THE FOLLOWING QUESTIONS BY PLACING AN "X" IN THE APPROPRIATE BLOCKS 1. Did decedent make a transfer and: Yes No a. retain the use or income of the property transferred . .... . .. . .. . .. . .. . . . . . . . . . . . . . 0 ❑ b. retain the right to designate who shall use the property transferred or its income . . . . .. . ❑ ❑X c. retain a reversionary interest. . . .. . .. . . .. ... . ... . ... . .. . . .. . .. . . . . .. . .. . .. . . . . ❑ ❑X d. receive the promise for life of either payments, benefits or care? . . .. . . . . .. . .. . .. . . . . ❑ ❑X 2. If death occurred after Dec. 12, 1982,did decedent transfer property within one year of death without receiving adequate consideration? . .. . . . .. . .. . .. . . .. . .. . .. . .. . .. . . . . . ® ❑ 3. Did decedent own an"in trust for'or payable-upon-death bank account or security at his or her death?. . . ❑ 4. Did decedent own an individual retirement account, annuity or other non-probate property,which contains a beneficiary designation?.. .. . . . .. . .. . .. . .. . .. . .. . .. . .. . .. . ❑ I&I IF THE ANSWER TO ANY OF THE ABOVE QUESTIONS IS YES,YOU MUST COMPLETE SCHEDULE G AND FILE IT AS PART OF THE RETURN. For dates of death on or after July 1,1994,and before Jan. 1,1995,the tax rate imposed on the net value of transfers to or for the use of the surviving spouse is 3 percent[72 P.S.§9116(a)(1.1)(i)]. For dates of death on or after Jan.1, 1995,the tax rate imposed on the net value of transfers to or for the use of the surviving spouse is 0 percent [72 P.S.§9116(a)(1.1)(ii)].The statute does not exempt a transfer to a surviving spouse from tax,and the statutory requirements for disclosure of assets and filing a tax return are still applicable even if the surviving spouse is the only beneficiary. For dates of death on or after July 1,2000: • The tax rate imposed on the net value of transfers from a deceased child 21 years of age or younger at death to orfor the use of a natural parent,an adoptive parent or a stepparent of the child is 0 percent[72 P.S.§9116(a)(1.2)]. • The tax rate imposed on the net value of transfers to or for the use of the decedent's lineal beneficiaries is 4.5 percent,except as noted in]72 P.S.§9116(a)(1)]. • The tax rate imposed on the net value of transfers to or for the use of the decedent's siblings is 12 percent[72 P.S.§9116(a)(1.3)].A sibling is defined, under Section 9102,as an individual who has at least one parent in common with the decedent,whether by blood or adoption. REV-1508 EX+ (08-12) pennsylvania SCHEDULE E DECANTNENT DFR ENUE CASH, BANK DEPOSITS & MISC. INHERITANCE TAX URN PERSONAL PROPERTY RESIDENT DECEDENT EDENT ESTATE OF: FILE NUMBER: Mary V. Miller 21 130889 Include the proceeds of litigation and the date the proceeds were received by the estate. All property jointly owned with right of survivorship must be disclosed on Schedule F. ITEM DESCRIPTION VALUE AT DATE NUMBER OF DEATH 1 Bank of America Credit 26.29 2 Misc. Household Furniture and Furnishings 2,000.00 3 Patriot News Refund 155.00 4 AAA Refund 79.00 5 Malpezzi Funeral Home Refund 100.00 6 Verizon Refund 112.42 7 Car Insurance Refunds 138.00 8 2012 Chevrolet Equinox LT AWD 22,000.00 Per Lawrence Chevrolet 9 Homeowner's Insurance Claim 1,738.10 TOTAL (Also enter on Line 5, Recapitulation) 26,348.81 If more space is needed, use additional sheets of paper of the same size. REV-1510 EX+ (08-09) pennsylvania SCHEDULE G DEPARTMENT OF REVENUE INTER-VIVOS TRANSFERS AND RESIDENT INHER1TANCE ED RETURN MISC. NON-PROBATE PROPERTY RESIDENT DECEDENT ESTATE OF FILE NUMBER Mary V. Miller 21 130889 This schedule must be completed and fled if the answer to any of questions 1 through 4 on page three of the REV-1500 is yes. ITEM DESCRIPTION OF PROPERTY DATE OF DEATH %OF DECD S EXCLUSION TAXABLE NUMBEF INCLUDETHE NAME OF THE TRANSFEREE,THEIR RELATIONSHIP TO DECEDENT AND THE DATE OF TRANSFER.ATTACH COPY OF THE DEED FOR REAL ESATE VALUE OF ASSET INTEREST (IF APPLIDABLE) VALUE 1 Items 1-38 were titled in the name of the Mary 14,016.91 100 14,016.93 Virginia Miller Living Trust LI/A dated 11/28/2006 PNC Bank Checking Account 5070075916 ($14,016.91) plus accrued interest($.02) 2 PNC Bank Savings Account 5030125747 204,132.53 100 204,132.53 ($204,130.52) plus accrued interest ($2.01) 3 603 Cocklin Street, Mechanicsburg, PA 205,000.00 100 205,000.00 Sale price 4 American Elec Power Inc. ($7,423.50) plus 7,497.00 100 7,497.00 accrued dividends ($73.50) 5 Dominion Res Inc VA New 72,675.00 100 72,675.00 6 Exxon Mobil Corp ($120,978) plus accrued 121,809.60 100 121,809.60 dividends ($831.60) 7 Motors Liquidation Company 1,248.80 100 1,248.80 8 General Mtrs Co 5,291.42 100 5,291.42 9 Nextera Energy Inc 96,756.00 100 96,756.00 10 PPL Corp 40,101.56 100 40,101.56 11 PNC Financial Services Group Inc 34,538.24 100 34,538.24 12 Pfizer Inc 309,747.24 100 309,747.24 13 Public Service Enterprise Group 41,892.00 100 41,892.00 14 Verizon Communications Inc 53,160.00 100 53,160.00 15 Xcel Energy Inc 17,864.37 100 17,864.37 16 Weis Markets Inc($16,912) plus accrued 17,032.00 100 17,032.00 dividends ($120) Total from continuation Schedule(s) 863,697.66 TOTAL (Also enter on Line 7, Recapitulation) 2,106,460.35 If more space is needed, use additional sheets of paper of the same size. Page 2 Estate of: Mary V. Miller 21 130889 Schedule IS - Inter-Vivos Transfers and Misc. Non-Probate Property Item Date of Death %of Dees Exclusion Taxable Num Description of Property Value of Asset Interest (if applicable) Value 17 Bank of America Corporation ($49,957) plus 51,035.13 100 51,035.13 accrued dividends ($1,078.13) 18 Merrill Lynch Cap Tr III 7.375% 51,300.00 100 51,300.00 19 Merrill Lynch Pfd Cap Tr III 7% 15,342.00 100 15,342.00 20 Merrill Lynch Pfd Cap Tr V 7.28% 10,220.00 100 10,220.00 21 Citigroup Cap X 10,164.00 100 10,164.00 22 GMAC Inc 15,372.00 100 15,372.00 23 OWest Corp Notes 7.5% Due 9/15/2051 27,640.00 100 27,640.00 24 OWest Corporation Due 4/1/2052 27,380.00 100 27,380.00 25 General Motors Co Warrant Expires 7/10/19 2,323.12 100 2,323.12 26 General Motors Co Warrant Expires 7/10/16 3,408.00 100 3,408.00 27 Dreyfus Strategic Municipals Inc($113,680.30) 114,286.43 100 114,286.43 plus accrued interest($606.13) 28 Dreyfus Strategic Muni Bd Fd ($124,214.85) 124,863.94 100 124,863.94 plus accrued interest($649.09) 29 Blackrock Municipal Bond Tr($32,900) plus 33,057.00 100 33,057.00 accrued interest($157) 30 Blackrock Muni Income Tr II ($60,180.30) plus 60,485.88 100 60,485.88 accrued interest ($305.58) 31 Pimco Mun Income Fund III ($42,738) plus 42,976.00 100 42,976.00 accrued interest ($238) 32 Neuberger Berman Re ES Sec Fd ($52,937.30 53,126.70 100 53,126.70 plus accrued interest($189.40) 33 Blackrock Cr Allctn Inc Tr($44,374.50) plus 44,618.95 100 44,618.95 accrued interest($244.45) 34 Blackrock Munivest Fd Inc($62,137.05) plus 62,472.47 100 62,472.47 accrued interest($335.42) TOTAL. (Carry forward to main schedule) . . . . . . 750,071.62 Page 3 Estate of: Mary V. Miller 21 130889 Schedule G - Inter-Vivos Transfers and Misc. Non-Probate Property Item Date of Death %of Dec's Exclusion Taxable Num Description of Property Value of Asset Interest (if applicable) Value 35 Liberty All Star Equity Fd ($28,022.61) plus 28,438.53 100 28,438.53 accrued interest($415.92) 36 NM General Mtrs Accpt BE dated 9/24/02 Mat 10,169.10 100 10,169.10 9/15/17($10,038.20) plus accrued interest ($130.90) 37 Merrill Lynch Account Number 872-56810 37,858.41 100 34,858.41 38 Twenty$1,000 (face value) US Savings Bonds, 40,160.00 100 40,160.00 Series EE$10,000 total price plus $30,160 accrued interest TOTAL. (Carry forward to main schedule) . . . . . . 113,626.04 REV-1511 EX+ (10-09) Iffpennsylvania SCHEDULE H DEPARTMENT OF REVENUE FUNERAL EXPENSE AND RESIDENT NDECEDENTT ADMINSTRATIVE COSTS ESTATE OF FILE NUMBER Mary V. Miller 21 130889 Decedent's debts must be reported on Schedule I. ITEM DESCRIPTION AMOUNT NUMBER A. FUNERAL EXPENSES: 1 Breeches Bar and Grill 7.70 2 Allenberry Resort Inn 678.68 3 Malpezzi Funeral Home 11,534.92 B. ADMINISTRATIVE COSTS: 1. Personal Representative's Commissions: Name(s) of Personal Representative(s) Street Address City State ZIP Year(s) Commission Paid: 2. Attorney Fees: JSDC Law Offices $2 , 500 11,000.00 Saidis , Sullivan & Rogers $8 , 500 3. Family Exemption: (If decedent's address Is not the same as claimant's, attach explanation.) Claimant Street Address City State ZIP Relationship of Claimant to Decedent 4. Probate Fees: 5. Accountant Fees: 6. Tax Return Preparer Fees: See schedule attached 11,174.44 TOTAL (Also enter on Line 9, Recapitulation) 34,395.74 If more space is needed, use additional sheets of paper of the same size. Page 2 Estate of: Mary V. Miller 21 130889 Schedule H, Part B - Administrative Costs Miscellaneous Expenses Item Number Description Amount 7 Saidis, Sullivan & Rogers, reserve for additional out of pocket expenses 150.00 8 Register of Wills,filing fees 30.00 9 Rivals.com membership 9.95 10 Spanky's Auto Body 500.00 11 Harrisburg York Overhead 452.00 12 Thomas Myers, home repairs 200.00 13 Verizon 152.00 14 Rivals.com membership 9.95 15 PPL 79.09 16 Harry L. Poff, lawn care 100.00 17 CMA annual fee 125.00 18 Harrisburg York Overhead 905.00 19 Brenda Myers, house cleaning 100.00 20 John's Carpet& Upholstery Cleaning, carpet cleaning 153.70 21 Borough of Mechanicsburg 126.00 22 PPL 92.28 23 PPL 92.28 24 Lawnscapes, Inc. 1,035.30 25 Harry L. Poff, lawn care 100.00 26 Lowes, dehumidifier 263.94 27 Lynne D. Hassler, refund for the unexpired term of auto insurance 13.00 28 PPL 37.73 29 Harry L. Poff, lawn service 160.00 TOTAL. (Carry forward to main schedule) . . . . . . 4,88722 Page 3 Estate of: Mary V. Miller 21 130889 Schedule H, Part B - Administrative Costs Miscellaneous Expenses Item Number Description Amount 30 Citigroup Capital X cld def int 1.69 31 Travelers Indemnity, home owner's insurance($108.25- $58.25 refund) 50.00 32 PPL 56.87 33 Expenses re: sale of 603 Cocklin Street, Mechanicsburg, PA including: 6,078.66 $4,150.00 -Commission paid at settlement $ 10.00 -Tax certification fee $2,050.00 - Deed $ 126.00 -4th quarter sewer/trash Minus adjustments for items paid by seller in advance: $ 168.32 - County taxes 10/28/13-12/31/13 $ 89.02-4th quarter sewer trash 10/28/13-12/31/13 34 Harry L. Poff, lawn service 100.00 TOTAL. (Carry forward to main schedule) . . . . . . 6,287.22 REV-1512 EX+ (12-12) Iffpennsylvania SCHEDULE I DEPARTMENT OF REVENUE DEBTS OF DECEDENT, INHERITANCE TAX RETURN MORTGAGE LIABILITIES & LIENS RESIDENT DECEDENT ESTATE OF FILE NUMBER Mary V. Miller 21 130889 Report debts incurted by the decedent pdor to death that remained unpaid at the date of death,including unmimbursed medical expenses. ITEM DESCRIPTION VALUE AT DATE NUMBER OF DEATH 1 PA Department of Revenue, 2013 quarterly estimated payments 800.00 2 US Treasury, 2013 quarterly estimated payments 8,000.00 3 Verizon 152.00 4 PPL 115.81 5 F. M. Berkheimer, Inc. 97.50 6 West Shore EMS-BLS 186.13 TOTAL (Also enter on Line 10, Recapitulation) 9,351.44 If more space is needed, insert additional sheets of the same size REV-1513 EX+ (01-10) . : penivWtvania SCHEDULE J DEPARTMENT OF REVENUE INHERITANCE TAX RETURN BENEFICIARIES RESIDENT DECEDENT ESTATE OF: FILE NUMBER: Mary V. Miller 21 130889 NUMBER NAME AND ADDRESS OF PERSON(S)RECEIVING PROPERTY RELATIONSHIP TO DECEDENT AMOUNT T SHARE ( ) Do Not List Trustee(s) OF ESTATE I TAXABLE DISTRIBUTIONS[Include outright spousal distributions and transfers under Sec.9116(a)(1.2).] See schedule attached ENTER DOLLAR AMOUNTS FOR DISTRIBUTIONS SHOWN ABOVE ON LINES 15 THROUGH 18 OF REV-1500 COVER SHEET,AS APPROPRIATE. II NON-TAXABLE DISTRIBUTIONS A. SPOUSAL DISTRIBUTIONS UNDER SECTION 9113 FOR W HICH AN ELECTION TO TAX IS NOT TAKEN: B. CHARITABLE AND GOVERNMENTAL DISTRIBUTIONS: TOTAL OF PART II- ENTER TOTAL NON-TAXABLE DISTRIBUTIONS ON LINE 13 OF REV-1500 COVER SHEET. If more space is needed, use additional sheets of paper of the same size. Page 2 Estate of: Mary V. Miller 21 130889 Schedule J, Part I - Taxable Distributions Amount or Share Num. Name and Address of Person(s)Receiving Property Relationship to Decedent of Estate 1 Lincoln S. Miller, Jr. Son 1,004,530.99 913 Peachtree Drive Mechanicsburg, PA 17055 2 Lynne Dee Hassler Daughter 1,044,530.99 16 James Drive Denver, PA 17517 3 Stephen C. Miller Grandson 20,000.00 2517 Rhoads Road Gilbertsville, PA 19525 4 Aubrey S. Miller Great-Granddaughter 5,000.00 2517 Rhoads Road j Gilbertsville, PA 19525 5 Olivia A. Miller Great Granddaughter 5,000.00 2517 Rhoads Road Gilbertsville, PA 19525 6 Samantha A. Miller Great Granddaughter 5,000.00 2517 Rhoads Road Gilbertsville, PA 19525 7 Stephen C. Miller, Jr. Great Grandson 5,000.00 2517 Rhoads Road Gilbertsville, PA 19525 THE MARY VIRGINIA MILLER LIVING TRUST JAMES SMITH DIETTERICK & CONNELLY LLP P.O. BOX 650 HERSHEY, PENNSYLVANIA 17033 Telephone: (717) 533-3280 Fax: (717) 533-7771 Copyright©2006James Smith Dietterick & Connelly LLP The MARY VIRGINIA MILLER Living Trust Table of Contents THE MARY VIRGINIA MILLER LIVING TRUST.................................................. 1 Article One Establishing My Trust................................................ 1-1 Section 1.01 Identifying My Trust.............................................................. 1-1 Section 1.02 Reliance by Third Parties on Affidavit or Certification ofTrust................................................................................... 1-1 Section 1.03 Transferring Property to My Trust......................................... 1-1 Section 1.04 Powers Reserved by Me as Trustor..........:............................ 1-2 Section 1.05 Initial Trustees ....................................................................... 1-3 Section 1.06 Grantor Trust Status............................................................... 1-3 Article Two Family Information.....................................................2-1 Article Three Trustee Succession Provisions................................3-1 Section 3.01 Resignation of a Trustee................................................:....... 3-1 Section 3.02 Trustee Succession During My Lifetime...............................3-1 Section 3.03 Trustee Succession After My Death...................................... 3-1 Section 3.04 Notice of Removal and Appointment.................................... 3-2 Section 3.05 Appointment of a Cotrustee................................................... 3-2 Section 3.06 Corporate Fiduciaries............................................................. 3-3 Section 3.07 Incapacity.of a Trustee...........................................................3-3 Section 3.08 Appointment of Independent Special Trustee........................ 3-3 Section 3.09 Rights and Obligations of Successor Trustees.......................3-4 Article Four Administration of My Trust During My Incapacity ...................................................................4-1 Section 4.01 Definition of My Incapacity...................................................4-1 Section 4.02 Determination of My Incapacity............................................4-1 Section 4.03 Trust Distributions During My Incapacity.............................4-1 Article Five Administration of My Trust Upon My Death ............5-1 Section 5.01 My Trust Shall Become Irrevocable...................................... 5-1 Section 5.02 Administrative Trust:............................................................. 5-1 Section 5.03 Payment of My Expenses and Taxes.....................................5-1 Section 5.04 Restrictions'on Certain Payments from Qualified RetirementPlans.................................................................... 5-1 Section 5.05 Payment of Death Taxes........................................................ 5-2 Section 5.06 No Apportionment Between Current and Future Interests..................................................................................5-3 i , I I Section 5.07 Coordination with My Personal Representative....................5-3 Section 5.08 Authority to Make Tax Elections...........................................5-4 Section 5.09 Payment of Charitable Bequests............................................5-5 Article Six Disposition of Tangible Personal Property..............6-1 Section 6.01 Distribution of Tangible Personal Property by Memorandum.........................................................................6-1 Section 6.02 Distribution of Remaining Tangible Personal Property.........6-1 Section 6.03 Definition of Tangible Personal Property..............................6-1 Section 6.04 Encumbrances and Incidental Expenses of Tangible Personal Property...................................................................6-2 Section 6.05 Residuary Distribution...........................................................6-2 Article Seven Distribution to My Descendants...............................7-1 Article Eight Remote Contingent Distribution...............................8-1 Article Nine Administration of Trusts for Underage and Incapacitated Beneficiaries........................:..............9-1 Section 9.01 Distributions for Underage and Incapacitated Beneficiaries ..........................................................................9-1 Section 9.02 Methods of Distribution.......................................................:.9-1 Section 9.03 Special Needs Trust ...............................................................9-2 Section 9.04 Application of Article............................................................9-6 Article Ten Retirement Plans and Life Insurance Policies.......10-1 Section 10.01 Retirement Plans.................................................................. 10-1 Section 10.02 Life Insurance Policies......................................................... 10-1 Section 10.03 Limitation on Liability of Payor.......................................... 10-2 Section 10.04 Collection Efforts................................................................. 10-2 Section 10.05 No Obligation to Purchase or Maintain Benefits................. 10-2 Article Eleven Trust Administration....:...........................................11-1 Section 11.01 Distributions to Beneficiaries .............................................. 11-1 Section 11.02 No Court Proceedings.......................................................V.. 11-1 Section11.03 No Bond.................................:............................................. 11-1 Section 11.04 Exoneration of My.Trustee.................................................. 11-1 Section 11.05 Trustee Compensation......................................................... 11-2 Section 11.06 Employment of Professionals.............................................. 11-2 Section 11.07 Exercise of Testamentary Power of Appointment............... 11-3 Section 11.08 Determination of Principal and Income............................... 11-3 Section 11.09 Trust Accounting................................................................. 11-4 Section 11.10 Action of Trustees;Disclaimer............................................ 11-5 Section 11.11 Delegation of Trustee Authority; Power of Attorney.......... 11-5 i ii � Section 11.12 Additions to Separate Trusts................................................ 11-5 Section 11.13 Authority to Merge or Sever Trusts..................................... 1.1-6 Section 11.14 Authority to Terminate Trusts ............................................. 11-6 Section 11.15 Discretionary Distribution to Fully Utilize Basis Increase Upon Death of Beneficiary.................................... 11-6 Section 11.16 Merger of Corporate Fiduciary............................................ 11-7 Section 11.17 Beneficiary's Status............................................................. 11-7 Section 11.18 Discharge of Third Persons.................................................. 11-7 Section 11.19 Certificate by Trustee........................................................... 11-7 Section 11.20 Funeral and Other Expenses of Beneficiary........................ 11-8 Article Twelve My Trustee's Powers ............................................... 12-1 Section 12.01 Introduction to Trustee's Powers......................................... 12-1 Section 12.02 Execution of Documents by My Trustee............................. 12-1 Section 12.03 Investment Powers in General............................................. 12-1 Section 12.04 Banking Powers................................................................... 12-2 Section 12.05 Business Powers................................................................... 12-2 Section 12.06 Contract Powers................................................................... 12-5 Section 12.07 Common Investments.......................................................... 12-5 Section 12.08 Environmental Powers........................................................:12-5 Section 12.09 Farming and Ranching Operations...................................... 12-6 Section 12.10 Insurance Powers................................................................. 12-7 Section 12.11 Loans and Borrowing Powers.............................................. 12-7 Section 12.12 Nominee Powers.................................................................. 12-8 Section 12.13 Oil, Gas and Mineral Interests............................................. 12-8 Section 12.14 Payment of Taxes and Expenses...............:.......................... 12-8 Section 12.15 Qualified Family Owned Business Interests Deduction...... 12-9 Section 12.16 Qualified Real Property Valuation....................................... 12-9 Section 12.17 Qualified Tuition Programs................................................. 12-9 Section 12.18 Real Estate Powers............................................................... 12-9 Section 12.19 Residences and Tangible Per Property...................... 12-10 Section 12.20 Retention and Abandonment of Trust Property................. 12-10 Section 12.21 Securities, Brokerage and Margin Powers......................... 12-11 Section 12.22 Settlement Powers.............................................................. 12-11 Section 12.23 Subchapter S Corporation Stock Provisions...................... 12-11 Section 12.24 Limitation on My Trustee's Powers .................................. 12-14 Article Thirteen General Provisions ..................................................13-1 Section 13.01 Maximum Term for Trusts................................................... 13-1 Section 13.02 Spendthrift Provision........................................................... 13-1 Section 13.03 Contest Provision................................................................. 13-1 Section 13.04 Survivorship Presumption.................................................... 13-1' Section 13.05 Changing the Situs of Administration.................................. 13-2 Section 13.06 Definitions............................................................................ 13-2 Section 13.07 General Provisions and Rules of Construction.................... 13-7 i i Iil I The MARY VIRGINIA MILLER Living Trust Article One Establishing My Trust The date of this trust agreement is NOV 2 8 2006 The parties to this agreement are MARY VIRGINIA MILLER (the "Trustor") and MARY VIRGINIA MILLER and LINCOLN S. MILLER JR. and LYNNE DEE HASSLER (collectively the. "Trustee"). Section 1.01 Identifying My Trust My trust may be referred to as the "MARY VIRGINIA MILLER Living Trust dated NOV 2 S 2006 "or as "MARY VIRGINIA MILLER and LINCOLN S. MILLER JR. and LYNNE DEE HASSLER, Trustees of the MARY VIRGINIA MILLER Living Trust dated NOV 2 R 2006 , and any amendments thereto." For the purpose of transferring property to my trust, or identifying my trust in any beneficiary or pay-on-death designation, any description referring to my trust shall be effective if it reasonably identifies my trust and indicates that the trust property is held in a fiduciary capacity. Section 1.02 Reliance by Third Parties on Affidavit or Certification of Trust From time to time, third parties may require documentation to verify the existence of this agreement, or particular provisions of it, such as the name or names of my Trustee or the powers held by my Trustee. To protect the confidentiality of this agreement, my Trustee may use an affidavit or a certification of trust that identifies my Trustee and sets forth the authority of my Trustee to transact business on behalf of my trust. The affidavit or certification may include pertinent pages from this agreement, such as title or signature pages. A third party may rely upon an affidavit or certification of trust that is signed by my Trustee with respect to the representations contained in the affidavit or certification of trust. A third party relying upon an affidavit or certification of trust shall be exonerated from any liability for actions the third party takes or fails to take in reliance upon the representations contained in the affidavit or certification of trust. A third party dealing With my Trustee shall not be required to inquire into the terms of this agreement or the authority of my Trustee, or to see to the application that my Trustee makes of funds or other property received by my Trustee. Section 1.03 Transferring Property to My Trust Any person or entity may transfer property of any kind, nature and description to my trust in any manner authorized by law. 1-1 (a) Initial Funding of My Trust By execution of this agreement, I transfer, convey and assign to my Trustee the trust property described on Schedule A, attached to this agreement. (b) Acceptance by My Trustee By execution of this agreement,my Trustee accepts and agrees to hold the trust property described on Schedule A. All property transferred to my trust after the date of this agreement must be acceptable to my Trustee. My Trustee may refuse to accept any property. My Trustee shall hold, administer and dispose of all trust property accepted by my Trustee for my benefit and the benefit of my beneficiaries in accordance with the terms of this agreement. Section 1.04 Powers Reserved by Me as Trustor During my lifetime, I shall retain the powers set forth in this Section in addition to any powers that I reserve in other provisions of this agreement. (a) Action on Behalf of My Trust During any period that I am serving as a Trustee of my trust, I may act for and conduct business on behalf of my trust without the consent of any other Trustee. (b)' Amendment, Restatement or Revocation I have the absolute right, at any time and from time to time, to amend, restate, or revoke any term or provision of this agreement in whole or in part. Any amendment, restatement, or revocation must be in a written instrument signed by me. (c) Addition or Removal of Trust Property . I have the absolute right, at any time and from time to time, to add to the trust property and to remove any property from my trust. (d) Control of Income and Principal Distributions I have the absolute right to control the distribution of income and principal from my trust. My Trustee shall distribute to me, or to such persons or entities as I may direct, as much of the net income and principal of the trust property as I deem advisable. My Trustee may distribute trust income and principal to me or for my unrestricted use and benefit, even to the exhaustion of all trust property. Any undistributed income shall be added to the principal of my trust. 1-2 (e) Approval of Investment Decisions I have the absolute right to approve my-Trustee's investment decisions. My approval of investment decisions shall be binding on all other beneficiaries of this agreement. Section 1.05 Initial.Trustees When two or more initial Trustees are serving under my trust, any initial Trustee may conduct business and act on behalf of my trust without the consent of any other Trustee, subject, however, to those rights and powers set forth in Section 1.04 of Article One of my trust agreement which are reserved solely unto me. Section 1.06 Grantor Trust Status By reserving the broad rights and powers set forth in 0 of this Article, I intend to qualify my trust as a "Grantor Trust"under Sections 671 to 677 of the Internal Revenue Code so that, for federal income tax purposes, I will be treated as the owner during my lifetime of all the assets held in my trust as though I held them in my individual capacity. During any period that my trust is a Grantor Trust, the taxpayer identification number of my trust shall be my social security number, in accordance with Treasury Regulation Section 301.6109-1(a)(2). 1-3 Article Two Family Information I have two children. Their names and dates of birth are: LINCOLN S.MILLER JR., born on February 6, 1944 and LYNNE DEE HASSLER, born on August 1, 1954 All references in this agreement to"my children" are references to these children. References to "my descendants" are to my children and their descendants. i I i i 2-1 Article Three Trustee Succession Provisions Section 3.01 Resignation of a Trustee A Trustee may resign by giving notice to me. If I am deceased, a resigning Trustee shall give notice to the income beneficiaries of the trust and to any other Trustee then serving. Section 3.02 Trustee Succession During My Lifetime During my lifetime, this Section shall govern the removal and replacement of my Trustees. (a) Removal and Replacement by Me I may remove any Trustee with or without cause at any time. If a Trustee is removed,resigns or cannot continue to serve for any reason, I may serve as sole Trustee, appoint a Trustee to serve with me or appoint a successor. Trustee. (b) During My Incapacity During any time that I am incapacitated, LINCOLN S. MILLER JR. and LYNNE DEE HASSLER, acting jointly, shall replace any then serving Trustee. If I am incapacitated, a majority of the residuary beneficiaries may remove any Trustee with or without cause. If I am incapacitated and there is no named successor Trustee, a majority of the residuary beneficiaries shall appoint an individual or a corporate fiduciary to serve as my successor Trustee. All appointments,removals and revocations shall be by signed written instrument. Notice of removal shall be delivered to the Trustee being removed and shall be effective in accordance with the provisions of the notice. Notice of appointment shall be delivered to and accepted by the successor Trustee and shall become effective at that time. A copy of the notice shall be attached to this agreement. Section 3.03 Trustee Succession After My Death After my death, this Section shall govern the removal and replacement of my Trustees. (a) Successor Trustees I appoint LINCOLN S. MILLER JR. and LYNNE DEE HASSLER, acting jointly, to serve as my successor Trustee upon my death, replacing any then serving Trustee. I 3-1 I (b) Removal of a Trustee A majority of the income beneficiaries of any trust created under this agreement may remove a Trustee of the trust, with or without cause at any time. A Trustee may be removed under this subsection only if, on or before the effective date of removal, the person or persons having the right of removal appoints an individual or a corporate fiduciary that simultaneously commences service as Trustee. The Trustee so appointed may not be related or subordinate to the person or persons having the right of removal within the meaning of Section 672(c) of the Internal Revenue Code. The right to remove a Trustee under this subsection shall not be deemed to grant to the person holding that right any of the powers of that Trustee. If a beneficiary is a minor or is incapacitated, the parent or legal representative of the beneficiary may act on behalf of the beneficiary. (c) Default of Designation If the office of Trustee of a trust created under this agreement is vacant and no designated successor Trustee is able and willing to act as Trustee, the primary beneficiary of the trust shall appoint an individual or corporate fiduciary as successor Trustee. Any beneficiary may petition a court of competent jurisdiction to appoint a successor Trustee to fill any vacancy remaining unfilled after a period of 30 days. By making such appointment, the court shall not thereby acquire any jurisdiction over the trust, except to the extent necessary for making the appointment. If a beneficiary is a minor or is incapacitated, the parent or legal representative of the beneficiary may act on behalf of the beneficiary. Section 3.04 Notice of Removal and Appointment Notice of removal shall be in writing and shall be delivered to the Trustee being removed, along with any other Trustees then serving. The notice of removal shall be effective in accordance with its provisions. Notice of appointment shall be in writing and shall be delivered to the successor Trustee and any other Trustees then serving. The appointment shall become effective at the time of acceptance by the successor Trustee. A copy of the notice shall be attached to this agreement. Section 3.05 Appointment of a Cotrustee Any individual Trustee may appoint an individual or a corporate fiduciary as a Cotrustee. A Cotrustee so named shall serve only as long as the Trustee who appointed such Cotrustee serves (or, if such Cotrustee was named by more than one Trustee acting together, by the last to serve of such Trustees), and such Cotrustee shall not become a 3-2 successor Trustee upon the death, resignation, or incapacity of the Trustee who appointed such Cotrustee, unless so appointed under the terms of this agreement Although such Cotrustee may exercise all the powers of the appointing Trustee,the combined powers of such Cotrustee and the appointing Trustee shall not exceed the powers of the appointing Trustee alone. The Trustee appointing a Cotrustee may revoke the appointment at any time with or without cause. Section 3.06 Corporate Fiduciaries Any corporate fiduciary serving under this agreement as a Trustee must be a bank, trust company, or public charity that is qualified to act as a fiduciary under applicable federal and state law and that is not related or subordinate to any beneficiary within the meaning of Section 672(c) of the Internal Revenue Code. Such corporate fiduciary shall: Have a combined capital and surplus of at least Fifty Million Dollars; or Maintain in force a policy of insurance with policy limits of not less than Fifty Million Dollars covering the errors and omissions of my Trustee with a solvent insurance carrier licensed to do business in the state in which my Trustee has its corporate headquarters; or Have at least Fifty Million Dollars in assets under management. Section 3.07 Incapacity of a Trustee If any individual Trustee becomes incapacitated, it shall not be necessary for the incapacitated Trustee to resign as Trustee. For Trustees other than me, a written declaration of incapacity by the Cotrustee, if any, or, if none, by the party designated to succeed the incapacitated Trustee, if made in good faith and if supported by a written opinion of incapacity by a physician who has examined the incapacitated Trustee, will terminate the trusteeship. Section 3.08 Appointment of Independent Special Trustee If for any reason the Trustee of any trust created under this agreement is unwilling or unable to act with respect to any trust property or any provision of this agreement, the Trustee shall appoint, in writing, a corporate fiduciary or an individual to serve as an Independent Special Trustee as to such property or with respect to such provision. The Independent Special Trustee appointed shall not be related or subordinate to any beneficiary of the trust within the meaning of Section 672(c) of the Internal Revenue Code. An Independent Special Trustee shall exercise all fiduciary powers granted by this agreement unless expressly limited elsewhere in this agreement or by the trustee in the instrument appointing the Independent Special Trustee. An Independent Special Trustee may resign at any time by delivering written notice of resignation to the Trustee. Notice 1 of resignation shall be effective in accordance with the terms of the notice. II 33 Section 3.09 Rights and Obligations of Successor Trustees Each successor Trustee serving under this agreement, whether corporate or individual, shall have all of the title, rights, powers and privileges granted to the initial Trustee named under this agreement. In addition, each successor Trustee shall be subject to all of the restrictions imposed upon, as well as all obligations and duties, both discretionary and ministerial, given to the initial Trustee named under this agreement. I I i 3-4 Article Four Administration of My Trust During My Incapacity Section 4.01 Definition of My Incapacity I shall be considered incapacitated during any time that, because of age, illness, mental disorders, dependence on prescription medications or other substances, or any other cause, I am unable to effectively manage my property or financial affairs. Section 4.02 Determination of My Incapacity For purposes of this agreement, I am incapacitated if I am determined to be so under any one of the following subsections. (a) Determination by Physicians I shall be deemed incapacitated if in the opinion of two licensed physicians my then existing circumstances fall within the definition of incapacity as provided in Section 4.01. I shall be deemed restored to capacity if my personal or attending physician signs a written opinion that I can manage my property and financial affairs. (b) Court Determination I shall be deemed incapacitated if a court of competent jurisdiction determines that I am legally incapacitated, incompetent, or otherwise unable to effectively manage my property or financial affairs. (c) Detention or Disappearance I shall be deemed incapacitated if I cannot effectively manage my property or financial affairs due to my unexplained disappearance or absence for more than 30 days, or if I am detained under duress. My disappearance, absence, or detention under duress may be established by an affidavit of my Trustee, or, if no Trustee is serving under this agreement, by the . affidavit of any beneficiary under this agreement. The affidavit shall describe the circumstances of my disappearance, absence, or detention under duress. A third party dealing with my Trustee in good faith may always rely on the representations contained in the affidavit. I shall be deemed restored to capacity upon my written notice to the successor Trustee that I can manage my property and financial affairs. Section 4.03 Trust Distributions During My Incapacity During any period of time that I am incapacitated, my Trustee shall administer my trust and distribute its net income and principal as provided in this Section. i 4-1 i (a) Distributions for My Benefit My Trustee shall regularly and conscientiously make appropriate distributions of trust income and principal for my general welfare and comfort under the circumstances existing at the time such distributions are made. Distributions under this subsection shall include payments for any of my enforceable legal obligations. My Trustee may also make distributions for the payment of insurance premiums for insurance policies owned by me or by my trust, including but not limited to, life, medical, disability, property and casualty, errors and omissions and long-term health care insurance policies. My Trustee is authorized to honor pledges and continue to make gifts to charitable organizations that I have regularly supported in the amounts I have customarily given. The examples included in this subsection are for purposes of illustration only and are not intended to limit the authority of my Trustee to make distributions for my benefit that my Trustee determines to be appropriate. (b) Manner of Making Distributions My Trustee may make distributions for my benefit in any one or wore of the following ways: To me, but only to the extent I am able to manage such distributions; To other persons and entities for my use and benefit; To my agent or attomey-in-fact authorized to act for me under a legally valid durable power of attorney executed by me prior to my incapacity; To my guardian or conservator who has assumed responsibility for me under any court order, decree or judgment issued by a court of competent jurisdiction. (c) Distributions for the Benefit of Persons Dependent on Me My Trustee also may distribute as much of the net income and principal as my Trustee deems necessary for the health,, education, maintenance or support of persons that my Trustee,detennines to be dependent,on me for support. (d) Guidance for My Trustee Regarding Distributions When making distributions under subsections (a) and (c), my.Trustee shall give consideration first to my needs, and then to the needs of those persons dependent on me. 4-2 When making distributions under subsection (c), I request, but do not require, that my Trustee, in its sole discretion, consider other income and resources available to the beneficiaries. My Trustee may make unequal distributions, distributions to some but not all beneficiaries or no distributions. A distribution made to a beneficiary under this Section shall not be considered an advance and shall not be charged against the share of the beneficiary that may be distributable under any other provision of this agreement. (e) Distributions to Agents under General Durable Power of Attorney My Trustee may make distributions to any agent under a valid power of attorney executed by me for the purpose of making gifts as authorized in the power of attorney, or to assist my agent in carrying out my estate planning objectives. i I i 4-3 Article Five Administration of My Trust Upon My Death Section 5.01 My Trust Shall Become Irrevocable Upon my death,my trust shall become irrevocable and my social security number may no longer be used to identify my trust. My Trustee shall apply for a separate taxpayer identification number for my trust. Section 5.02 Administrative Trust After my death and prior to the distribution of trust property as provided in the subsequent Articles of this agreement, my trust shall be an administrative trust but may continue to be known as the MARY VIRGINIA MILLER Living Trust. •My administrative trust shall exist for a reasonable period of time necessary to complete the administrative tasks set forth in this Article. Section 5.03 Payment of My Expenses and Taxes My Trustee is authorized but not directed to pay from the administrative trust: Expenses of my last illness, funeral and burial or cremation, including expenses of memorials and memorial services; Legally enforceable claims against me or my estate; Expenses of administering my trust and my estate; and Court ordered allowances for those dependent upon me. These authorized payments are discretionary with my Trustee. My Trustee may make decisions on these payments without regard to any limitation on payment of such expenses imposed by law and may make payments without obtaining the approval of any court. No third party may enforce any claim or right to payment against my trust by . virtue of this discretionary authority. My Trustee shall not pay any administrative expenses from assets passing to an organization that qualifies for the federal estate tax charitable deduction or to a split-interest charitable trust. My Trustee shall pay death taxes out of the principal of the trust property as provided in Section 5.05. If, however, a probate estate is opened within sit months from the date of my death, my Personal Representative shall pay claims, expenses and death taxes from my probate estate to the extent that the cash and readily marketable assets included in my probate estate are sufficient to pay such items unless my Trustee has already paid them. Section 5.04 Restrictions on Certain Payments from Qualified Retirement Plans The "designation date" shall mean September 30 of the calendar year following the calendar year in which my death occurs, or such other date as shall be established by Treasury Regulations or other tax law authority as the final date for determining whether 5-1 this trust meets the requirements for treatment of the trust's oldest beneficiary as if he or she had been named directly as beneficiary of any qualified retirement plan payable to this trust. Notwithstanding any other provision of this agreement or state law to the contrary, my Trustee may not, on or after the"designation date", distribute to or for the benefit of my estate, any charity or any other non-individual beneficiary any qualified retirement benefit payable to a trust created under this agreement. It is my intent that all such qualified retirement benefits held by or payable to this trust on or after the designation date be distributed to or held for only individual beneficiaries, within the meaning of Section 401(a)(9) of the Internal Revenue Code. Accordingly I direct that qualified retirement benefits not be used or applied on or after the designation date for payment of my debts, taxes, expenses of administration or other claims against my estate or for payment of estate, inheritance or similar transfer taxes due on account of my death (other than those directly attributable to and the Iegal obligation of a particular Qualified Retirement Plan). This Section shall not apply to any bequest or expense that is specifically directed to be funded with qualified retirement benefits. Section 5.05 Payment of Death Taxes For the purposes of this Article, the term "death taxes" shall refer to any"taxes imposed by reason of my death by federal, state or local authorities, including but not limited to estate, inheritance, gift, and direct-skip generation-skipping transfer taxes. For purposes of this Section, death taxes shall not include any additional estate tax imposed by Section .203 1(c)(5)(C), Section 2032A(c) or Section 2057(f) of the Internal Revenue Code or any other comparable recapture tax imposed by any taxing authority. Nor shall death taxes include any generation-skipping transfer tax, other than a direct skip generation-skipping transfer tax. Except as otherwise provided in this Section or elsewhere in this agreement, my Trustee shall provide for payment of all death taxes from the administrative trust without apportionment. My Trustee shall not seek contribution toward or recovery of any such payments from any individual. (a) Protection of Exempt Property In no event shall death taxes be allocated to or paid from any assets that are.not=included in'my gross estate for federal estate tax purposes. (b) Protection of the Charitable Deduction No death taxes shall be allocated to or paid from any assets passing to an organization that qualifies for the federal estate tax charitable deduction, or from any assets passing to a split-interest charitable trust, unless my Trustee has first used all other assets available to my Trustee to pay the taxes. (c) Property Passing Outside of My Trust Except as to qualified retirement benefits, death taxes imposed with J respect to property included in my gross estate for death tax purposes but 52 passing outside of my trust shall be apportioned among the persons and entities benefited in the proportion that the taxable value of the property or interest bears to the total taxable value of all property and interests included in my gross estate for death tax purposes. The values to be used for the apportionment shall be the values as finally determined under federal, state or local law as the case may be. Section 5.06 No Apportionment Between Current and Future Interests No interest in income and no estate for years or for life or other temporary interest in any property or trust are subject to apportionment as between the temporary interest and the remainder. The tax on the temporary interest and the tax, if any, on the remainder are chargeable against the corpus of the property or trust subject to the temporary interest and remainder. Section 5.07 Coordination with My Personal Representative The following provisions are intended to help facilitate the coordination between my Personal Representative, if any, and my Trustee. These provisions apply even if my Personal Representative and my Trustee are the same person or entity. (a) Reliance on My Personal Representative My Trustee may rely upon the written request of my Personal Representative for payments authorized under this Article and the amounts included in such payments without computing the sums involved. If a payment is made under this Article to my Personal Representative, my Trustee shall not have any duty to inquire into the application of the payment. (b) Receipt of Probate Property My Trustee may accept or decline any distributions of property tendered to my Trustee by my Personal Representative. As to property deemed acceptable by my Trustee, my Trustee may accept the property without audit and without obligation to review the records of my Personal Representative. (c) Purchase of Assets from and Loans to My Probate Estate My Trustee is authorized to purchase and retain, as an investment for my trust estate, any property that forms a part of my probate estate. My Trustee may make loans, with or without security, to my probate estate. My Trustee shall not be liable for any loss suffered by my trust as a result of the exercise of the powers granted to my Trustee in this subsection. (d) Discretionary Distributions to My Personal Representative My Trustee is authorized to distribute to my probate estate, as a beneficiary of this trust, cash or other trust property, including accrued I i 5-3 I income, to whatever extent my Trustee determines it to be in the best interests of the beneficiaries of my trust. Section 5.08 Authority to Make Tax Elections Following my death, I authorize my Trustee to make tax elections as provided in this Section. If,however, a Personal Representative is appointed for my probate estate and as my Personal Representative is the recipient of specific statutorily delegated authority relative to any tax election, the discretionary authority granted my Trustee relative to the tax election shall be subordinate to the statutorily delegated authority. (a) Tax Elections My Trustee's authority to make tax elections shall include,but shall not be limited to, the right to choose the alternate valuation date, the right to elect whether to take administration expenses as estate tax deductions or income tax deductions, the right to allocate my unused generation-skipping exemption to all or any portion of the trust property, the right to make special use valuation elections, and the right to defer payment of all or any portion of any taxes. My Trustee may elect to treat my administrative trust as part of my estate for federal or state income tax purposes or both. My Trustee may elect to have trust property qualify for the"family owned business deduction" authorized under Section 2057 of the Internal Revenue Code. My Trustee may enter into any agreement on behalf of my trust that is necessary to validly make such election under the Internal Revenue Code. My Trustee may make equitable adjustments between income and principal on account of any tax elections made by my Trustee. (b) Allocation of GST Exemption My Trustee may elect to allocate or not allocate any portion of the available GST exemption under Section 2631 of the Internal Revenue Code, or a counterpart exemption under any applicable state law, to any property of which I am the transferor or deemed transferor for generation- skipping transfer tax purposes, including any property transferred by me during my life as to which I did not make an allocation prior to death. The exercise of such discretion shall be based on the transfers, gift tax returns and other information known to my Trustee, with no requirement that allocations benefit the various transferees or beneficiaries equally, proportionally, or in any other particular manner. (c) Qualified Conservation Easements My Trustee may create a qualified conservation easement, as defined in Section 2031(c)(8)(A) of the Internal Revenue Code in any land held by my trust and make the necessary election provided by Section 2031(c)(6). i i i 5-4 j I Section 5.09 Payment of Charitable Bequests I instruct my Trustee to satisfy all of my charitable gifts and bequests, to the extent possible, from property that constitutes income in respect of a decedent. i 5-5 i I Article Six Disposition of Tangible Personal Property Section 6.01 Distribution of Tangible Personal Property by Memorandum I reserve the right to make dispositions of items,of tangible personal property by a signed written memorandum executed after I sign this agreement that refers to niy trust and lists items of tangible personal property and designates the beneficiary of each item. If I execute a memorandum, the memorandum is to be incorporated by reference into this agreement to the extent-permitted by law. I direct that upon my death, my Trustee distribute the items of tangible personal property listed in the memorandum, together with any insurance policies covering such property and claims under such policies, as provided in the memorandum. Should I leave multiple written memoranda that conflict as to the disposition of any item of tangible personal property, the memorandum with the most recent date shall control as to those items that are in conflict. If the memorandum with the most recent date conflicts with a provision of this agreement as to the specific distribution of any item of tangible personal property, the provisions of the memorandum with the most recent date shall control as to those items that are in conflict. If the memorandum can not legally be incorporated by reference, the memorandum shall then be treated as an amendment to my trust and I request that my Trustee follow my wishes and distribute the items of tangible personal property listed in the memorandum according to its terms. Section 6.02 Distribution of Remaining Tangible Personal Property My Trustee shall distribute any tangible personal property not disposed of by a written memorandum under the Articles that follow. Section 6.03 Definition of Tangible Personal Property For purposes of this Article, my tangible personal property shall include but not be limited to my household furnishings, appliances and fixtures, works of art, motor vehicles, pictures, collectibles, personal wearing apparel and jewelry, books, sporting goods, and hobby paraphernalia. My tangible personal property shall not include any property that my Trustee, in its sole discretion, determines to be part of any business or business interest owned by me or my trust. If my Trustee receives property to be distributed under this Article "from"my probate estate or in any other manner after my death, my Trustee shall distribute the property, free of trust, in accordance with this Article. The fact that an item of tangible personal property was not received by my trust until after my death shall not affect the validity of the gift. If property to be distributed under this Article is not part of the trust property upon my death and is not subsequently transferred to my Trustee from my probate estate 6-1 or in any other manner after my death, then the specific distribution of property made in this Article shall be considered null and void,without any legal or binding effect. Section 6.04 Encumbrances and Incidental Expenses of Tangible Personal Property My Trustee shall distribute property under this Article subject to any liens, security interests or other encumbrances on the property. My Trustee shall pay, as an administration expense, the reasonable expenses of storing, insuring, packing, transporting and otherwise caring for my tangible personal 'property until each item of property is actually delivered to the appropriate beneficiary. Section 6.05 Residuary Distribution Any tangible personal property not distributed under this or prior Articles of this agreement shall be distributed as provided in the Articles that follow. i j i fi-2 I i Article Seven Distribution to My Descendants My Trustee shall distribute my remaining trust property (not distributed under prior Articles of this agreement) outright, free of trust, to my descendants, per stirpes. If a share is to be distributed to an incapacitated beneficiary or a beneficiary under the age of 25,the share shall be held or distributed under the terms of Article Nine. +i 1 i i 7-1 i Article Eight Remote Contingent Distribution If, at any time, there is no person or entity qualified to receive final distribution of my trust estate or any part of it, then my Trustee shall distribute the portion of my trust estate with respect to which the failure of quali fied recipients has occurred to those persons who would inherit it had I then died intestate owning the property, as determined and in the proportions provided by the laws of Pennsylvania then in effect. i i i i I 8-1 i I Article Nine Administration of Trusts for Underage and Incapacitated Beneficiaries Section 9.41 Distributions for Underage and Incapacitated Beneficiaries If under another provision of this agreement any part of the trust property is directed to be distributed outright, or if a distribution is required to be made, to a person when that person has not yet attained the age of 25 years, or at a time when that person is incapacitated and in the opinion of my Trustee is unable to manage the distribution properly,my Trustee may distribute or retain the trust property in any one or more of the following methods described in Section 9.02. Notwithstanding the preceding paragraph, if under another provision of this agreement any part of the trust property becomes distributable outright, or if a distribution is required to be made, to a person when that person is receiving or applying for needs- based government benefits, my Trustee shall distribute or retain the trust property as described in Section 9.03. I request, but do not require, that before making a distribution to a beneficiary, my Trustee, to the extent that it is both reasonable and possible, consider the ability the beneficiary demonstrated in managing prior distributions of trust property. Section 9.02 Methods of Distribution My Trustee may distribute or retain trust property in any one or more of the following methods for the benefit of any beneficiary subject to the provisions of this Section: (a) Distribution to Beneficiary My Trustee may distribute trust property directly to the beneficiary. (b) Distribution to Guardian or Conservator or Family Member My. Trustee may distribute trust property to the beneficiary's guardian, conservator, parent or a family member or other person who has assumed the responsibility of caring for the beneficiary. (c) Distribution to Custodian My Trustee may distribute trust property to any person or entity, including my Trustee, as custodian for the beneficiary under the Uniform Transfers to Minors Act, or similar statute. (d) Distribution to Other Persons or Entities My Trustee may distribute trust property to.Other persons and entities for the use and benefit of the beneficiary. 9-1 i (e) Distribution to Agent under Durable Power of Attorney My Trustee may distribute trust property to an agent or attorney-in-fact authorized to act for the beneficiary under a legally valid durable power of attorney executed by the beneficiary,prior to the incapacity. (f) Retention in Trust My Trustee may retain trust property in a separate trust for the benefit of the beneficiary until the beneficiary attains 25 years of age or, in the opinion of my Trustee, is no longer incapacitated(as the case may be). My Trustee shall distribute as much of the net income and principal of any trust created under this subsection that my Trustee deems necessary or advisable for the health, education, maintenance or support of the beneficiary for whom the trust was created. My Trustee shall accumulate any undistributed net income and add such income to principal. When the beneficiary for whom a trust is created under this subsection attains 25 years of age or is no longer incapacitated (as the case may be), the beneficiary may withdraw from the trust at any time or times any portion or all of the accumulated trust income and principal. The beneficiary for whom a trust is created under this subsection shall have the testamentary general power to appoint all or any portion of the principal and undistributed income remaining in the beneficiary's trust at his or her death among one or more persons or entities, including the creditors of the beneficiary's estate. The beneficiary shall have the sole and exclusive right to exercise this general power of appointment. I intend that this testamentary power of appointment be a general power of appointment as defined in Section 2041 of the Internal Revenue Code. If the beneficiary fails to validly exercise this testamentary general power of appointment, my Trustee shall distribute the balance of his or her trust property to the then living descendants of the beneficiary,per stirpes. If the beneficiary has no then living descendants, my Trustee shall distribute the beneficiary's,remaining trust property per stirpes to the living descendants of the beneficiary's nearest lineal ancestor who was my descendant or if no such descendant is then living, to my then living descendants,per stirpes. If I I have no then living descendants, my Trustee shall distribute the remaining trust property as provided in.Article Eight. Section 9.03 Special Needs Trust My Trustee shall distribute or retain trust property as follows for the benefit of any beneficiary who is subject to the provisions of this Section: 9-2 (a) Distributions for Special Needs My Trustee, in its sole, absolute, and unreviewable discretion, may distribute discretionary amounts of net income and principal for special needs of the beneficiary not otherwise provided by governmental financial assistance and benefits, or by the providers of services. "Special needs" refers to the requisites for maintaining the good health, safety, and welfare when, in the discretion of my Trustee, such requisites are not being provided by any public agency, office, or department of any state or of the United States. "Special needs" shall also include, but not be limited to, medical and dental expenses, annual independent checkups, clothing and equipment, programs of training, education, treatment and rehabilitation, private residential care,transportation (including vehicle purchases),maintenance, insurance, and essential dietary needs. "Special needs" may include spending money; additional food; clothing; electronic equipment such as radio, recording and playback, television and 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 its sole, absolute and unreviewable 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 the beneficiary. (b) Objective to Promote Independence of the Beneficiary While actions are in my Trustee's sole, absolute and unreviewable discretion, all parties to this trust agreement should be mindful that it is my wish that the beneficiary live as independently, productively, and happily as possible. (c) Trust Assets not to be Considered Available Resource to the Beneficiary The intent of the provisions of this Section 9.03 is to supplement any benefits received, or for which the beneficiary may be eligible, through or from various governmental assistance programs and not to supplant any such benefits. All actions of my Trustee shall be directed toward carrying out this intent and the discretion granted my Trustee under this agreement to carry out this intent is absolute. For purposes of determining the beneficiary's eligibility for any such Benefits,no part of the principal or undistributed income of the trust estate shall be considered available to the beneficiary for public benefit purposes. The beneficiary shall not be considered to have access to principal or income of the trust, and he or she has no ownership, right, authority, or power to convert any asset into cash for his or her own use. 9-3 My Trustee shall hold, administer, and distribute all property allocated to this trust for the exclusive benefit of the beneficiary during his or her lifetime. All distributions from this trust share are in the sole, absolute, and unreviewable discretion of my Trustee, and the beneficiary is legally restricted from demanding trust assets for his or her support and maintenance. In the event my Trustee is requested to release principal or income of the trust to or on behalf of the beneficiary to pay for equipment, medication, or services that any goverment agency is authorized to provide, or in the event my Trustee is requested to petition a court or any other administrative agency for the release of trust principal or income for this purpose, my Trustee is authorized to deny such request and is authorized in its discretion to take whatever administrative or judicial steps may be necessary to continue the beneficiary's eligibility for benefits, including. obtaining legal advice about the beneficiary's specific entitlement to public benefits and obtaining instructions from a court of competent jurisdiction ruling that neither the trust corpus nor the trust income is available to the beneficiary for eligibility purposes. Any expenses of my Trustee in this regard, including reasonable attorneys' fees, shall be a. proper charge to the trust estate. (d) Distribution Guidelines My Trustee shall be responsible for determining what discretionary distributions shall be made from this trust. My Trustee may distribute discretionary amounts of income and principal to or for the benefit of the beneficiary for those speciab,needs not otherwise provided by governmental financial assistance and benefits, or by the providers of services. Any undistributed income shall be added to principal. In making distributions,my Trustee: Shall consider,any other known income or resources of the beneficiary that are reasonably available; . Shall take into consideration all entitlement benefits from any government agency, such as Social Security disability payments, Medicare, Medicaid (or any state. Medicaid program equivalent), Supplemental Security Income (SSI), In-Home Support Service (IHSS) and any other special purpose benefits for which the beneficiary is eligible; Shall take into consideration resource and income limitations of any such assistance program; Shall make expenditures so that the beneficiary's standard of living will be comfortable and enjoyable; Shall not be obligated to or compelled to make specific payments; 9-4 Shall not pay or reimburse any amounts to any governmental agency or department, unless proper demand is made by such governmental agency and reimbursement is required by the state; and Shall not be liable for any loss of benefits. (e) No Seeking of Order to Distribute For purposes of determining the beneficiary's state Medicaid program equivalent eligibility, no part of the principal or undistributed income of . the trust estate shall be considered available to the beneficiary. My Trustee shall deny any request by the beneficiary to (1)release principal or income of the trust to or on behalf of the beneficiary to pay for equipment, medication, or services that the state Medicaid program equivalent would provide if the trust did not exist; or (2) petition a court or any other administrative agency for the release of trust principal or income for this purpose. My Trustee• may, in its sole, absolute and unreviewable discretion, take necessary administrative or legal steps to protect the beneficiary's state Medicaid program equivalent eligibility, including obtaining a ruling from a court of competent jurisdiction that the trust principal is not available to the beneficiary for purposes of determining state Medicaid program equivalent eligibility. Expenses for this purpose, including reasonable attorneys' fees, will be a proper charge to the trust estate. (f) Indemnification of Trustee When Acting in Good Faith My Trustee shall be indemnified from the trust property for any loss or reduction of public benefits sustained by the beneficiary as a result of my Trustee exercising, in good faith, the authority granted to my Trustee under this Section. (g) Termination and Distribution of the Special Needs Trust If my Trustee, in its sole, absolute and unreviewable discretion, determines that the beneficiary is no longer dependent on others and is able to provide independent support; my Trustee shall distribute or retain the remaining property according to the other provisions of this trust agreement as though the provisions of this Section 9.03 had not been effective. If the other provisions of this trust agreement do"not provide for the j distribution or retention of the remaining property, then my Trustee shall i distribute the remaining property to the beneficiary outright, free of trust. I "Independent support" shall be satisfied at such time as the beneficiary has been gainfully employed for thirty-three (33) months of a thirty-six (36) month period immediately preceding the decision to terminate the trust share. j i 9-5 The terms "gainful employment" and "gainfully employed" shall be construed to mean such full-time employment that produces sufficient net income to enable the beneficiary to contribute not less than 100 percent of the funds (exclusive of other sources of revenue) that are necessary to provide for the independent care, support, maintenance, and education of the beneficiary. My Trustee, in its sole, absolute and unreviewable discretion, shall determine whether or not the beneficiary has satisfied the condition of gainful employment. (h) Distribution Upon the Death of the Beneficiary Upon the death of the beneficiary, my Trustee shall distribute or retain the remaining property according to the other provisions of this trust agreement as though the provisions of this Section 9.03 had not been effective. If the other provisions of this trust agreement provide for the beneficiary's share to be held in trust, then those provisions shall be interpreted as though the beneficiary died after the establishment of such trust. If the other provisions of this trust agreement do not provide for the distribution or retention of the remaining property, then the beneficiary shall have the testamentary limited power to appoint all or any portion of the principal and undistributed income remaining in the beneficiary's trust at his or her death among one or more persons or entities. However, the beneficiary may not exercise this limited power of appointment to appoint to himself or herself, his or her estate, his or her creditors or the creditors of his or her estate. I intend that this be a limited power of appointment and not a general power of appointment as defined in Section 2041 of the Internal Revenue Code. Insofar as any part of the beneficiary's trust shall not be effectively appointed, my Trustee shall distribute the remaining unappointed balance per stirpes to the descendants of the beneficiary. If the beneficiary has no living descendants, my Trustee shall distribute the balance of the trust property per stirpes to my descendants. If I have no living descendants, my Trustee shall distribute the balance of the trust property as provided in Article Eight. Section 9.04 Application of Article Any decision made by my Trustee under this Article shall be final, controlling and binding upon all beneficiaries subject to the provisions of this Article. The provisions of this Article shall not apply to distributions to me. i i 96 Article Ten Retirement Plans and Life Insurance Policies The provisions of this Article apply to qualified retirement plans and insurance policies owned by or made payable to my trust. Section 10.01 Retirement Plans Notwithstanding any other provision of this agreement to the contrary, the provisions of this Section apply to qualified retirement plans. (a) Rights of My Trustee My Trustee may exercise the right to determine the manner and timing of payments (by lump sum or otherwise) of qualified retirement plan benefits that are permitted under qualified retirement plans and are consistent with the federal income tax rules regarding required minimum distributions under Section 401(a)(9) of the Internal Revenue Code. My Trustee may make a qualified disclaimer of any qualified retirement benefits or non-qualified annuity benefits payable to my trust. My Trustee shall not be liable to any beneficiary for the death benefit election selected or for any decision regarding the disclaimer of any qualified retirement benefits payable to my trust. Section 10.02 Life Insurance Policies The following provisions apply to life insurance policies owned by or made payable to my trust. (a) Provisions During My Life During my life, I reserve all of the rights, powers, privileges, and options, with respect to any insurance policy, annuity or any other third-party beneficiary contract owned by or made payable to my trust, including, but not limited to, the right to designate and change beneficiaries, the right to borrow money, the right to surrender the policy, the right to receive any payments as owner, and the right to make any available elections. My Trustee shall have no duty to exercise, or refrain from exercising, any rights, powers, privileges or options with respect to any insurance policy, annuity contract or other third-party beneficiary contract. My Trustee shall have no obligation to pay premiums or other contractual amounts that may be payable under any such policy. (b) Provisions After My Death After my death, my Trustee may make all appropriate elections with respect to such policies and may,collect all sums made payable to my trust or my Trustee under all such policies or contracts. 10-1 i My Trustee may exercise any settlement options or other options or rights that may be available under the terms of any policy or contract. My Trustee shall not be liable to any beneficiary on account of any election made by my Trustee with respect to any policy or contract. Section 10.03 Limitation on Liability of Payor Persons or entities dealing in good faith with my Trustee shall not be required to see to the proper application of proceeds delivered to my Trustee, or to inquire into any provision of this agreement. A receipt signed by my Trustee for any proceeds or benefits paid shall be a sufficient discharge to the person or entity maldng the payment. Section 10.04 Collection Efforts My Trustee shall make reasonable efforts to collect the proceeds of all life insurance policies and qualified retirement benefits payable to my trust. My Trustee may commence legal or administrative proceedings to collect the proceeds of any life insurance policy or qualified retirement benefits to which the trust is entitled; provided, however, that my Trustee need not commence any such proceedings until my Trustee is indemnified to its satisfaction for any expenses and liabilities it may incur in connection with the proceeding. My Trustee may settle or compromise any and all claims with respect to the collection of any life insurance proceeds or qualified retirement benefits to which my trust may be entitled. A settlement made by my Trustee shall be binding on all beneficiaries. Section 10.05 No Obligation to Purchase or Maintain Benefits Nothing in this agreement shall impose any obligation, legal or otherwise, on me or on my Trustee to purchase, invest, or maintain any qualified retirement plan or life insurance policy. i 10-2 Article Eleven Trust Administration Section 11.01 Distributions to Beneficiaries Whenever this agreement authorizes or directs a Trustee to make a distribution of net income or principal to a beneficiary, the Trustee may apply for the benefit of the beneficiary any property that otherwise could be distributed directly to the beneficiary. The Trustee shall have no responsibility to inquire into the beneficiary's ultimate disposition of the distributed property unless specifically directed otherwise by this agreement. The Trustee may make distributions in cash or in kind, or partly in each, in proportions and at values determined by the Trustee. The Trustee may allocate undivided interests in specific assets to a beneficiary or trust in any proportion or manner that the Trustee determines, even though the property allocated to one beneficiary may be different from that allocated to another beneficiary. The Trustee may make these determinations without regard to the income tax attributes of the property and without the consent of any beneficiary. Section 11.02 No Court Proceedings This trust shall be administered expeditiously, consistent with the provisions of this agreement, free of judicial intervention, and without order, approval or action of any r court. The trust shall be subject to the jurisdiction of a court only if my Trustee or another interested party institutes a legal proceeding. A proceeding to seek instructions or a court determination shall be initiated in the court having original jurisdiction over matters relating to the construction and administration of trusts. Seeking instructions or a court determination shall not subject this trust to the continuing jurisdiction of the court. Section 11.03 No Bond My Trustee shall not be required to famish any bond for the faithful performance of my Trustee's duties, unless required by a court of competent jurisdiction and only if the court finds that a bond is needed to protect the interests of the beneficiaries. No surety shall be required on any bond required by any law or rule of court,unless the court specifies that a surety is necessary. Section 11.04 Exoneration of My Trustee No successor Trustee is obligated to examine the accounts, records or actions of any previous Trustee or of the Personal Representative of my estate. No successor Trustee shall be in any way or manner responsible for any act or omission to act on the part of any previous Trustee or the Personal Representative of my estate. Unless a Trustee has received notice of removal, the Trustee shall not be liable to me or to any beneficiary for the consequences of any action taken by the Trustee that would j have been, but for the prior removal of the Trustee, a proper exercise by the Trustee of the authority granted to the Trustee under this agreement. i l l-1 i Any Trustee may request and obtain from the beneficiaries or from their legal representatives, agreements in writing releasing the Trustee from any liability that may have arisen from the Trustee's acts or omissions to act and indemnifying the Trustee from liability for the acts or omissions. An agreement described in this paragraph, if acquired from all the living beneficiaries of the trust or from their legal representatives, shall be conclusive and binding upon all parties, bom or unborn, who may have, or may in the future acquire, an interest in the trust. The Trustee may require a refunding agreement before making any distribution or allocation of trust income or principal and may withhold distribution or allocation pending determination or release of a tax lien or other lien. This refunding agreement provision shall not apply to any distribution that qualifies for the federal estate tax charitable deduction. Section 11.05 Trustee Compensation An individual serving as Trustee, other than me, shall be entitled to fair and reasonable compensation for the services rendered as a fiduciary. A corporate fiduciary serving as Trustee shall be compensated by agreement with an individual Trustee or, in the absence of an individual Trustee or in the absence of an agreement, in accordance with the corporate fiduciary's published schedule of fees in effect at the time the services are rendered. A Trustee may charge additional fees for services it provides that are not comprised within its duties as Trustee such as fees for legal services, tax return preparation and corporate finance or investment banking services. In addition to receiving compensation, a Trustee may be reimbursed for reasonable costs and expenses incurred in carrying out its duties under this agreement. Section 11.06 Employment of Professionals My Trustee may appoint, employ and remove, at any time and from time to time, investment advisors, accountants, auditors, depositories, custodians, brokers, consultants, attorneys, expert advisers, agents, and employees to advise or assist the Trustee in the performance of its duties. My Trustee may act upon the recommendations of the persons or entities employed with or without independent investigation. My Trustee may reasonably compensate an individual or entity employed to assist or advise my Trustee regardless of whether the person or entity shall be a Trustee of a trust established under this agreement or a corporate affiliate of a Trustee and regardless of whether the entity shall be one in which a Trustee of a trust created under this agreement is a partner, member, stockholder, officer, director or corporate affiliate or has any other interest. My Trustee may pay the usual compensation for services contracted for under this Section out of principal or income of the trust as My Trustee may deem advisable. My � Trustee may pay compensation to an individual or entity employed to assist or advise my Trustee without diminution of or charging the same against the compensation to which i the Trustee is entitled under this agreement. Any Trustee who shall be a partner, stockholder, officer, director or corporate affiliate in any entity employed to assist or f i 11-2 { I i advise my Trustee shall nonetheless receive the Trustee's share of the compensation paid to the entity. Section 11.07 Exercise of Testamentary Power of Appointment A testamentary power of appointment granted under this agreement may be exercised by valid will that specifically refers to this power of appointment. The holder of a testamentary power of appointment may exercise the power to appoint property among the permissible appointees in equal or unequal proportions, and on such terms and conditions,whether outright or in trust, as the holder of the power designates. The holder of a testamentary power of appointment may grant further powers of appointment to any person to whom principal may be appointed, including a presently exercisable limited or general power of appointment. My, Trustee may conclusively presume that any power of appointment granted to any benficiary of a trust created under this agreement has not been exercised by the beneficiary if my Trustee has no knowledge of the existence of a valid will exercising the power within 3 months after the beneficiary's death. Section 11.08 Determination of Principal and Income My Trustee may determine in a fair, equitable and practical manner how all Trustee's fees, disbursements, receipts, and wasting assets shall be credited, charged, and apportioned between principal and income. My Trustee may set aside from trust income reasonable reserves for taxes, assessments, insurance premiums, repairs, depreciation, obsolescence, depletion, and for the equalization of payments to or for the beneficiaries. My Trustee may select appropriate accounting periods with.regard to the trust property. Notwithstanding the foregoing or Pennsylvania law to the contrary, my Trustee shall treat distributions from any qualified retirement accounts to any trust established under this agreement in any given year as income to the extent the distribution represents income generated or treated as generated by any qualified retirement account for that year. In addition, my Trustee shall treat annuity and other periodic payments to any trust established under this agreement in any given year as income to the extent the distribution represents income generated and treated as generated by any qualified retirement plan for that year; if income information is not available then my Trustee shall apportion the annuity and other periodic payments between principal and income in a fair, equitable and practical manner in accordance with the guidelines set forth in this Section. "Annuity and other periodic payments" refers to distributions made to my Trustee over a fixed number of years or during the life of one or more individuals because of services rendered or property transferred to the payor in exchange for future payments and includes payments made in money or property from the payor's general assets or from a separate fund created by the payor, including a private or commercial annuity, an individual retirement annuity, a pension, profit-sharing plan, stock-bonus plan, stock ownership plan or similar arrangement: 1. To the extent an annuity or other periodic payment is.characterized as I interest, dividend or other item of income or an annuity or other periodic 11-3' i payment is made in lieu of interest, dividend or other item of income; my Trustee shall allocate the payment to income. My Trustee shall allocate to principal the balance of the annuity or other periodic payment as well as any other payment received in the same accounting period that is not characterized as interest, dividend or other item of income. 2. To the extent annuity and other periodic payments are made and no part of the payments are characterized as interest, dividend or other item of income,my Trustee shall use the present value of the annuity and other periodic payments as finally determined for federal estate tax purposes and the Section 7520 rate of the Internal Revenue Code used to determine the value for federal estate tax purposes to prepare an annuitization table to allocate the payments between income and principal. 3, hi the event that the amount of annuity and other periodic payments change because of changes in the investment markets or other changes,my Trustee shall allocate the change in the amount of the payments between income and principal in a fair, equitable and practical manner. If, to obtain an estate tax marital deduction for a trust established under this agreement, my Trustee must allocate more of a payment to income than provided for by this section, my Trustee shall allocate to income the additional amount necessary to obtain the marital deduction. Section 71.09 Trust Accounting Except to the extent required by law, my Trustees shall not be required to file annual accounts with any court or court official in any jurisdiction. Upon the written request of a beneficiary, my Trustee shall render an accounting at least annually to the income beneficiaries of the trust during the accounting period that includes the date of the written request. The accounting shall include the receipts, disbursements, and distributions occurring during the accounting period and a balance sheet of the trust property if no tax return is filed, or may consist just of the tax return for the accounting period if a tax return is filed for the trust. In the absence of fraud or manifest error, the assent by all income beneficiaries to an accounting of an Independent Trustee shall make the matters disclosed in the accounting binding and conclusive upon all persons, both those in existence on the date of this agreement and those to be born in the future who have, or will in the future have, a vested or contingent interest in the trust property. In the case of a minor or incapacitated beneficiary, that beneficiary's natural guardian or legal representative shall give the assent required under this Section. The failure of any person to object to any accounting by giving written notice to my Trustee within 60 days of the person's receipt of a copy of the accounting shall be deemed to be an assent by such person. The trust's financial records and documentation shall be available at reasonable times and upon reasonable notice for inspection by trust beneficiaries and their representatives. My Trustee shall not be required to furnish trust information regarding my trust to any k 11-a 1 individual, corporation, or other entity that is not a beneficiary or the representative of a beneficiary, and is not requesting,the information pursuant to a valid court order. Section 11.10 Action of Trustees; Disclaimer Unless otherwise provided in this agreement, whenever I am serving as Trustee, I may make all decisions and exercise all powers and discretion granted to my Trustee under this agreement without the consent of any other Trustee. When I am not serving as a Trustee, if two Trustees are eligible to act with respect to a given matter, the concurrence of both shall be required for action to be taken; if more than two Trustees are eligible to act with respect to a given matter, the concurrence of a majority of my Trustees shall be required for action to be taken. A nonconcurring Trustee may dissent or abstain from a decision of the majority. A Trustee shall be absolved from personal liability by registering its dissent or abstention in the records of the trust. After doing so, the dissenting Trustee shall then act with my other Trustees in any way necessary or appropriate to effectuate the decision of the majority. Notwithstanding any provision of this agreement to the contrary, any Trustee may disclaim or release, in whole or in part, by an instrument in writing, any power it holds as Trustee, irrevocably or for any period of time that the Trustee may specify. The Trustee may make the relinquishment of a power personal to the Trustee or may relinquish the power for all subsequent Trustees. Section 11.11 Delegation of Trustee Authority; Power of Attorney Subject to the limitations set forth in Section 12.24, any Trustee may,by an instrument in writing, delegate to any other Trustee the right to exercise any power (including a discretionary power) granted my Trustee in this agreement. During the time a delegation under this Section is in effect, the Trustee to whom the delegation was made may exercise the power to the same extent as if the delegating Trustee had personally joined in the exercise of the power. The delegating Trustee may revoke the delegation at any time by giving written notice of revocation to the Trustee to whom the power was delegated. My Trustee may execute and deliver a revocable or irrevocable power of attorney granting any individual or entity the power to transact any and all business on behalf of my trust or any other trust created under this agreement. The power of attorney may grant to the attorney-in-fact all of the rights, powers, and discretion that my Trustee is entitled to exercise under this agreement. Section 11.12 Additions to Separate Trusts If upon my death, or upon the termination of any trust created under this agreement, a final distribution is to be made to a person who is or is named as the primary beneficiary of another trust created or provided for under this agreement, and there is no specific indication whether the distribution is to be made in trust or outright, free of trust, my E Trustee shall make the distribution to the second trust instead of distributing the property to the beneficiary outright. For purposes of administration, my Trustee shall treat the distribution as though it had been an original part of the second trust. ! 11-5 C i Section 11.13 Authority to Merge or Sever Trusts My Trustee may merge and consolidate a trust created under this agreement with any other trust, if the two trusts contain substantially the same terms for the same beneficiaries and at least one Trustee in common. My Trustee may administer the merged and consolidated trust as a single trust or unit. If, however, a merger or consolidation does not appear feasible, my Trustee may consolidate the assets of the trusts for purposes of investment and trust administration while retaining separate records and accounts for each respective trust. My Trustee may sever any trust on a fractional basis into two or more separate and identical trusts or may segregate a specific amount or asset from the trust property by allocation to a separate account or trust. The separate trusts may be funded on a non pro rata basis provided that funding is based on the total fair market value of the assets on the date of funding. Income earned on a segregated amount or specific asset after the segregation passes with the amount or asset segregated. My Trustee shall hold and administer each separate trust upon terms and conditions substantially identical to those of the trust from which it was severed. Subject to the terms of the trust, my Trustee may consider differences in federal tax attributes and other pertinent factors in administering the trust property of any separate account or trust, in making applicable tax elections, and in making distributions. A separate trust created by severance must be treated as a separate trust for all purposes from the date on which the severance is effective; however, the effective date of severance may be retroactive to a date before the date on which my Trustee exercises the power. Section 11.14 Authority to Terminate Trusts If, at any time, my Trustee, other than an Interested Trustee, in its sole discretion, determines that a trust created under this agreement is no longer economical or is otherwise inadvisable to administer as a trust, or if my Trustee, other than an Interested Trustee, deems it to be in the best interest of my beneficiaries, my Trustee, without further responsibility, may terminate the trust and distribute the trust property, including any undistributed net income, in the following order of priority: To me, if I am then living; To the beneficiaries then entitled to mandatory distributions of net income of the trust and in the same proportions; and If none of the beneficiaries are entitled to mandatory distributions of net income, to the beneficiaries then eligible to receive discretionary distributions of net income of the trust, in such amounts and shares as my Trustee, other than an Interested Trustee, may determine. Section 11.15 Discretionary Distribution to Fully Utilize Basis Increase Upon Death of Beneficiary This Section shall apply during any time there is no federal estate tax in effect and Section 1022 of the Internal Revenue Code is in effect. i 11-6 If I have given my Trustee the authority to make distributions of principal to the beneficiary of a trust, my Trustee, other than an Interested Trustee, may, from time to time, distribute to the beneficiary as much of the principal of the trust as such Trustee may determine is advisable so that upon the death of the beneficiary the estate of the beneficiary will have sufficient appreciated assets to fully utilize the aggregate basis increase allowed under Section 1022. Before making a distribution of property under this Section, I request,but do not require that the Trustee determine whether there is a good reason to retain the property in trust such as whether or not the asset may be sold in the near future, the need for creditor protection by the beneficiary, protection of the beneficiary from failed marriages and protection of the asset for future generations. My Trustee shall not be liable to any beneficiary for the exercising or failing to exercise its discretion to make a distribution under this Section. Section 11.16 Merger of Corporate Fiduciary If any corporate fiduciary acting as my Trustee under this agreement is merged with or _ transfers substantially all of its trust assets to another corporation or if a corporate fiduciary changes its name,the successor shall automatically succeed to the trusteeship as if originally named a Trustee. No document of acceptance of trusteeship shall be required. Section 11.17 Beneficiary's Status Until a Trustee receives notice of the incapacity, birth, marriage, death or other event upon which a beneficiary's right to receive payments may depend, the Trustee shall not be liable for acting or failing to act with respect to the event or for disbursements made in good faith to persons whose interest may have been affected by such event. Unless otherwise provided in this agreement, the parent or legal representative may act on behalf of a beneficiary who is a minor or is incapacitated. A Trustee may rely on any information provided by a beneficiary with respect to the beneficiary's assets and income. A Trustee shall have no independent duty to investigate the status of any beneficiary and shall not incur any liability for failure to do so. Section 11.18 Discharge of Third Persons Persons dealing in good faith with my Trustee shall not be required to see to the proper application of money paid or property delivered to my Trustee, or to inquire into the authority of my Trustee as to any transaction. The receipt from my Trustee for any money or property paid, transferred or delivered to my Trustee shall be a sufficient discharge to the person or persons paying, transferring or delivering the money or property from all liability in connection with its application. Section 11.19 Certificate by Trustee A written statement of my Trustee may always be relied upon by, and shall always be conclusive evidence in favor of, any transfer agent or any other person dealing in good ` faith with my Trustee in reliance upon the statement. i i 11-7 Section 11.20 Funeral and Other Expenses of Beneficiary Upon the death of an income beneficiary, my Trustee may pay the funeral expenses, burial or cremation expenses, enforceable debts and other expenses incurred due to the death of the beneficiary from trust property. This Section shall only apply to the extent the income beneficiary has not exercised any testamentary power of appointment granted to him or her under this agreement. My Trustee may rely upon any request by the Personal Representative or members of the family of the deceased beneficiary for payment without verifying the validity or the amounts and without being required to see to the application of the amounts so paid. My Trustee may make decisions under.this Section without regard to any limitation on payment of expenses imposed by statute or rule of court and may be made without obtaining the approval of any court having jurisdiction over the administration of the deceased beneficiary's estate. j 11-8 Article Twelve My Trustee's Powers Section 12.01 Introduction to Trustee's Powers Except as otherwise specifically provided in this agreement, my Trustee may exercise, without prior approval from any court, all the powers conferred by this agreement and any powers conferred by law, including, without limitation, those powers set forth under the common law or statutory law of the Commonwealth of Pennsylvania or any other jurisdiction whose law applies to this trust. The powers set forth in the Pennsylvania Probate, Estates and Fiduciaries Code are specifically incorporated into this trust agreement. The powers conferred upon my Trustee by law, including those powers conferred by the Pennsylvania Probate, Estates and Fiduciaries Code, shall be subject to any express limitations or contrary directions contained in this agreement. My Trustee shall exercise these powers in the manner my Trustee determines to be in the best interests of the beneficiaries. My Trustee shall not exercise any of its powers in a manner that is inconsistent with the right of the beneficiaries to the beneficial enjoyment of the trust property in accordance with the general principles of the law of trusts. The Trustee of a trust may have duties and responsibilities in addition to those described in this agreement. I encourage my Trustee to obtain appropriate legal advice if my Trustee has any questions concerning its duties and responsibilities as Trustee. Section 12.02 Execution of Documents by My Trustee My Trustee may execute and deliver any and all instruments in writing that my Trustee considers necessary to carry out any of the powers granted in this agreement. Section 12.03 Investment Powers in General My Trustee may invest in any type of investment that my Trustee determines is consistent with the investment goals of my trust, whether inside or outside the geographic borders of the United States of America and its possessions or territories, taking into account my trust's overall investment portfolio. Without limiting my Trustee's investment authority in any way, I request that my Trustee exercise reasonable care and skill in selecting and retaining trust investments. I also request that my Trustee take into account the following factors in choosing investments for my trust: The potential return from the investment, both in the form of income and appreciation; The potential income tax consequences of the investment; {i The investment's potential for volatility; and The role the investment will play in the trust's portfolio. II I i i 12-1 j I I I request that my Trustee, in arranging the investment portfolio of the trust, also consider the possible effects of inflation or deflation, changes in global and U.S. economic conditions,transaction expenses, and the trust's need for liquidity. My Trustee may delegate its discretion to manage trust investments to any registered investment adviser or corporate fiduciary. Section 12.04 Banking Powers My Trustee may establish bank accounts of any type in one or more banking institutions that my Trustee may choose. My Trustee may open accounts in the name of my Trustee (with or without disclosing fiduciary capacity) or in the name of the trust. When an account is in the name of the trust, checks on that account and authorized signatures need not disclose the fiduciary nature of the account or refer to any trust or Trustee. An account from which my Trustee makes frequent disbursements need not be an interest bearing account. My Trustee may authorize withdrawals from an account by check, draft or other instrument or in any other manner. Section 12.05 Business Powers My Trustee is authorized to serve as an officer, director, manager, or in any other capacity of any proprietorship, partnership,joint venture, corporation, or other enterprise in which the trust has an interest (whether or not such interest is total or controlling). My Trustee may receive compensation for services. My Trustee may contract with and otherwise deal with any such enterprise in the same manner as it would with any enterprise in which the trust has no interest, and may use any voting power my Trustee may have to implement its authority (whether as Trustee or as an officer, director,or other official of the enterprise). With respect to any units in a limited liability company, limited partnership, or stock in a closely-held corporation ("closely-held company"} that are contributed to the trust, the powers granted to my Trustee in this Article shall not disqualify my Trustee from acting personally and independently, and not in a fiduciary capacity, with respect to any closely held company, from holding office in the closely-held company, from accepting remuneration from the closely-held company, from voting any units or stock in favor of the Trustee as a director or officer of the closely-held company, or from purchasing or selling units or stock of the closely-held company. If the trust owns or acquires an interest in a business as a shareholder, partner, sole proprietor, member, participant in a joint venture or otherwise,my Trustee may exercise the authority and discretion provided for in this Section. The powers granted in this Section are in addition to and not in limitation of all other powers granted to my Trustee in this agreement. (a) No Duty to Diversify Notwithstanding any duty to diversify imposed by state law, my Trustee may retain any business in which the trust has an ownership interest even though the interest may constitute all or a substantial portion of the trust property. I recognize that the value of a non-controlling interest in a 1 12-2 E business entity may be less than the underlying value of the net assets of the entity. Nonetheless, I authorize my Trustee to retain non-controlling business interests owned by the trust. (b) Specific Management Powers My Trustee shall have all power and authority necessary to manage and. operate any business owned by the trust, whether directly or indirectly, including, without limitation, the express powers set forth in this subsection. My. Trustee may participate directly in the conduct of the business, by serving as a general partner of a limited partnership, a member, manager or managing member of a limited liability company, or.a shareholder of a corporation, or may employ others to serve in that capacity. My Trustee may take part in the management of the business and delegate duties with respect to management, together with the requisite powers, to any employee, manager, partner or associate of the business, without incurring any liability for the delegation. To the extent that the business interest held by the trust is not one that includes management powers (such as .a minority stock interest, limited partnership interest, or a membership interest in a limited liability company),my Trustee shall have no obligation to supervise the management of the underlying assets, and no liability for the actions of those who do manage the business. My Trustee may enter into management agreements ' and nominee agreements whereby my Trustee and the trust may serve as the exclusive manager or nominee of property or property interests on behalf of any limited partnership,limited liability company or corporation. My Trustee, individually or if my Trustee is a corporate fiduciary or an employee of the Trustee, may act as a director, general or limited partner, associate or officer of the business. My Trustee may participate with any other person or entity in the formation or continuation of a partnership either as a general or limited partner, or in any joint venture. My Trustee shall have and exercise all the powers of management necessary and incidental to a membership in the partnership, limited partnership, or joint venture, including the making of charitable contributions. My Trustee may reduce, expand,limit or otherwise adjust the operation or, policy of the business. My Trustee may subject the principal and income of the trust to the risks of the business for_ such term or period as my Trustee may determine. My Trustee may advance money or other property to any business in which the trust has an interest, make loans (subordinated or otherwise) of cash or securities to the business and guarantee the loans of others made to the business. My Trustee may borrow money for the business, either 12-3 alone or with other persons interested in the business, and secure any such loan or loans by a pledge or mortgage of any part of any trust property. My Trustee may select and vote for directors, partners, associates and officers of the business. My Trustee may enter into owners' agreements with a business in which the trust has an interest or with the other owners of the business. My Trustee may execute agreements and amendments to agreements that are necessary to the operation of the business including, but not limited to, stockholder agreements, partnership agreements, buy-sell agreements and operating agreements for limited liability companies. My Trustee may generally exercise any and all powers necessary for the continuation,management, sale or dissolution of the business. My Trustee may participate in the sale, reorganization, merger, consolidation, recapitalization, or liquidation of the business. My Trustee may sell or liquidate the business or business interest on such price and on such terms as my Trustee deems advisable and in the best interests of the trust and the beneficiaries. My Trustee may sell any business interest held by the trust to one or more of the,beneficiaries of this trust or to any trust in which a majority of the beneficiaries are one or more of the beneficiaries of this trust. The sale may be made in exchange for cash, a private annuity, an installment note or any combination thereof. My Trustee may exercise all of the business powers granted in this agreement even though my Trustee may be personally invested in or otherwise involved with the business. (c) Business Liabilities If any tort or contract liability arises in connection with the business, and if the trust is a responsible party with regard to the liability, my Trustee shall satisfy the liability first from the assets of the business, and only then from other trust property. (d) Trustee Compensation In addition to the Trustee compensation set forth in Section 11.05, my Trustee may receive additional reasonable compensation for services in connection with the operation of the business. My Trustee may receive this compensation directly from the business, from the trust or partly from both. (e). Conflicts of Interest My Trustee may exercise all of the powers granted in this trust agreement even though my Trustee may be involved with or have a personal interest in the business. i 12-4 ' i Section 12.08 Contract Powers My Trustee may sell at public or private sale, transfer, exchange for other property, and otherwise dispose of trust property for consideration and upon terms and conditions that my Trustee deems advisable. My Trustee may grant options of any duration for any such sales,exchanges, or transfers of trust property. My Trustee may enter into contracts,and may deliver deeds or other instruments, that my Trustee deems appropriate. Section 12.07 Common Investments For purposes of convenience with regard to the administration and investment of the trust property,my Trustee may invest part or all of the trust property jointly with trust property of other trusts for which my Trustee is also serving as a Trustee. For this purpose, a corporate fiduciary acting as my Trustee may use common funds for investment. NVben trust property is managed and invested in this manner, my Trustee shall maintain records that sufficiently identify that portion of the jointly invested assets that constitute the trust property of this trust. Section 12.08 Environmental Powers My Trustee shall have the right to inspect trust property to detem3ine compliance with or to respond to any environmental law affecting the trust property. "Environmental law" shall mean any federal, state, or local law, nile, regulation, or ordinance relating to protection of the environment or of human health. My Trustee may refuse to accept property if my Trustee determines that the property is or may be contaminated by any hazardous substance or is or was used for any purpose involving hazardous substances that could create liability to the trust or to my Trustee. My Trustee may use and expend trust property to (i) conduct environmental assessments, audits or site monitoring; (ii) take remedial action to contain, clean up or remove any hazardous substance including a spill, discharge or contamination; (iii) institute, contest or settle legal proceedings brought by a private litigant or any local, state, or federal agency concerned with environmental compliance; (iv) comply with any order issued by any court or by any local, state, or federal agency directing an assessment, abatement or clean-up of any hazardous substance; and (v) employ agents, consultants and legal counsel to assist my Trustee in these actions. My Trustee shall not be liable for any loss or reduction in value sustained by my trust as a result of my Trustee's retention of property on which hazardous materials or substances requiring remedial action are discovered unless my Trustee contributed to the resulting loss or reduction in value through willful misconduct or gross negligence. My Trustee shall not be liable,to any beneficiary or to any other party for any decrease in the value of trust property as a result of my Trustee's compliance with any environmental law, including any reporting requirement. 12-5 My Trustee may,release, relinquish or disclaim any power held by my Trustee that my Trustee determines may cause my Trustee to incur individual liability under any environmental law. Section 12.89 Farming and Ranching Operations If the trust owns or acquires an interest in a farm, ranch or other agricultural property or business, my Trustee may exercise the authority and discretion provided for in this Section. The powers granted in this Section are in addition to and not in limitation of all other powers granted to my Trustee in this agreement. (a) Authority to Operate the Farm or Ranch Notwithstanding any duty to diversify imposed by state law, my Trustee may retain and continue to operate a farm or ranch even though the interest may constitute all or a substantial portion of the trust property. My Trustee may take part in the management of the farm or ranch or hire a farm manager or a professional farm management service. My Trustee may delegate any of the powers authorized by this Section to a hired farm manager or professional farm management service. My Trustee may purchase, sell, hold, manage, operate, lease, improve and maintain the farm or ranch, or any interests in the farm or ranch, and in general deal with and do all things necessary to operate the farm.or ranch as my Trustee deems advisable. My Trustee may buy, sell and raise livestock; plant, cultivate, harvest and sell cash crops; produce timber or forest products for sale; or lease or rent all or part of the farm or ranch for cash or a share of the crops. My Trustee may contract with hired labor, tenants or sharecroppers. My Trustee may construct, repair and improve farm buildings, fences and other farm or ranch structures including drainage facilities, dig and maintain wells, ponds and lagoons, and participate in cooperative agreements concerning water rights and ditch rights. My Trustee may purchase or rent any kind of farm machinery, equipment, feed and seed necessary for the operation of the farm or ranch. My Trustee may use approved soil conservation practices in order to conserve, improve and maintain the productivity of the soil, and may .engage in timber or forest conservation practices. My Trustee may engage and participate in any farm program sponsored by any federal, state or Iocal governmental agency. t (b) Business liabilities If any tort or contract liability arises in connection with the farm or ranch, and if the trust is a responsible party with regard to the liability, my Trustee shall satisfy the liability first from the assets of the farm or ranch, and only then from other trust property. 12-& (c) Trustee Compensation In addition to the Trustee compensation set forth in Section 11.05, my Trustee may receive additional reasonable compensation for services in connection with the operation of a farm or ranch. My Trustee may receive this compensation directly from the farm or ranch, from the trust or partly from both. (d) Conflicts of Interest My Trustee may exercise all of the powers granted in this trust agreement even though my Trustee may be involved with or have a personal interest in the farm or ranch. Section 12.10 Insurance Powers My Trustee may purchase, accept,hold, and deal with as owner, policies of insurance on my life,the life of any beneficiary, or on the life of any person in whom any beneficiary has an insurable interest. My Trustee may purchase disability, medical; Iiability, long-term health care and other insurance on behalf of and for the benefit of any beneficiary. My Trustee may purchase annuities and similar investments for any beneficiary. My Trustee shall have the power to execute or cancel any automatic premium loan agreement with respect to any policy, and shall have the power to elect or cancel any automatic premium loan provision in a life insurance policy. My Trustee may borrow money to pay premiums due on any policy, either by borrowing from the company issuing the policy or from another source. My Trustee may assign the policy as security for the loan. My Trustee shall have the power to exercise any option contained in a policy with regard' to any dividend or share of surplus apportioned to the policy, to reduce the amount of a policy or convert or exchange the policy, or to surrender a policy at any time for its cash value. My Trustee may elect any paid-up insurance or extended term insurance nonforfeiture option contained in a policy. My Trustee shall have the power to sell any policy at its fair market value to anyone having an insurable interest in the policies including the insured. My Trustee shall have the right to exercise any other right, option, or benefit contained in a policy or permitted by the insurance company issuing the policy. Upon termination of the trust, my Trustee shall have the power to transfer and assign the policies held by the trust as a distribution of trust property. Section 12.11 Loans and Borrowing Powers l My Trustee may make ,secured or unsecured loans to any person (including a beneficiary), entity, trust or estate, for any term or payable on demand, with or without interest. My Trusted may enter into or modify the terms of any mortgage or security 12-7 agreement granted in connection with any loan and may release or foreclose on the mortgage or security. My Trustee may borrow money at interest rates and on other terms that it deems advisable from any person, institution or other source including, in the case of a corporate fiduciary,its own banking or commercial lending department. My Trustee may encumber trust property by mortgages, pledges and other hypothecation and shall have the power to enter into any mortgage, whether as a mortgagee or mortgagor even though the term may extend beyond the termination of the trust and beyond the period that is required for an interest created under this agreement to vest in order to be valid under the rule against perpetuities. My Trustee may purchase, sell at public or private sale,trade,renew, modify, and extend mortgages. My Trustee may accept deeds in lieu of foreclosure. Section 12.12 Nominee Powers My Trustee may hold real estate, securities and any other trust property in the name of a nominee or in any other form without disclosing the existence of any trust or fiduciary capacity. Section 12.13 Oil, Gas and Mineral Interests My Trustee may acquire, maintain, develop and exploit, either alone or jointly with others, any oil, gas, coal,minerals or other natural resource rights or interests. My Trustee may drill, test, explore, mine, develop, extract, remove, convert, manage, retain, store, sell and exchange any of such rights and interests on terns and for a price that my Trustee deems advisable. My Trustee may execute leases, pooling and unitization agreements and other types of agreements in connection with such oil, gas, coal, mineral and other natural resource rights and interests even though such arrangements may extend beyond the termination of the trust. My Trustee may execute division orders, transfer orders, releases, assignments, farm outs,and any other instruments that it deems proper. My Trustee may employ the services of consultants and outside specialists in connection with the evaluation, management, acquisition, disposition, and development of any mineral interest, and may pay the cost of the services from the principal and income of the trust property. Section 12.14 Payment of Taxes and Expenses Except as otherwise provided in this agreement, my Trustee is authorized to pay all property taxes, assessments, fees, charges, and other expenses incurred in the administration or protection of the trust. All payments shall be a charge against the trust property and shall be paid by my Trustee out of the income, or to the extent that the income is insufficient, then out of the principal of the trust property. The determination of my Trustee with respect to the payment of expenses shall be conclusive upon the beneficiaries. i i 12-8 Section 12.15 Qualified Family Owned Business Interests Deduction My Trustee, other than an Interested Trustee, shall have the power to amend the terms of a trust holding"qualified family-owned business interests" as defined in Section 2057 of the Internal Revenue Code, in order to permit trust property to qualify for the "family owned business deduction," even if the amendment changes beneficial interests and that directs the segregation of trust property into more than one trust. Section 12.16 Qualified Real Property Valuation My Trustee, other than an Interested Trustee, shall have the power to amend the terms of a trust holding "qualified real property" as defined in Section 2032A of the Internal Revenue Code, in order to permit the qualified real property to qualify or continue to qualify for special use valuation permitted under Section 2032A, even if the amendment changes beneficial interests and that directs the segregation of trust property into more than one trust. Section 12.17 Qualified Tuition Programs My Trustee may purchase tuition credits or certificates or make contributions to an account in one or more qualified tuition programs as defined under Section 529 of the Internal Revenue Code on behalf of a beneficiary for the purpose of meeting the qualified higher education expenses of the beneficiary. With respect to an interest in any qualified tuition program, my Trustee is authorized to act as contributor (or similar designation given to the person who maintains control of an interest in the qualified tuition program) and take any and all actions to administer the interest, including, without limitation, the following: To designate and change the designated beneficiary of the interest in the qualified tuition program; To request withdrawals,both qualified and nonqualified; To select among investment options and to reallocate funds in the interest in the qualified tuition program among different investment options; To make rollovers to another qualified tuition program; and To determine the allocation of any tax benefits or penalties to the beneficiaries of the trust. Notwithstanding anything in this paragraph to the contrary, the designated beneficiary at all times must be a beneficiary of the trust from which the funds were distributed to establish the interest in the qualified tuition program. A Trustee's investment in a qualified tuition program shall not be considered a delegation of investment responsibility under any applicable statute or other law. Section 12.18 Real Estate Powers My Trustee may sell at public or private sale, convey, purchase, exchange, lease for any period, mortgage, manage, alter,.improve and in general deal in and with,real property in such manner and on such terms and conditions as my Trustee deems appropriate. ji 12-9 My Trustee may grant or release easements in or over, subdivide, partition, develop, raze improvements, and abandon, any real property. My Trustee may manage real estate in any manner that my Trustee deems best and shall have all other real estate powers necessary for this purpose. My Trustee may enter into contracts to sell real estate. My Trustee may enter into leases and grant options to lease trust property even though the term of the agreement extends beyond the termination of the trust and beyond the period that is required for an interest created under this agreement to vest in order to be valid under the rule against perpetuities. For such purposes, my Trustee may enter into any contracts, covenants and warranty agreements that my Trustee deems appropriate. Section 12.19 Residences and Tangible Personal Property My Trustee may acquire, maintain and invest in any residence for the use and benefit of the beneficiaries, whether or not the residence is income producing and without regard to the proportion that the value of the residence may bear to the total value of the trust property and even if retaining the residence involves financial risks that trustees would not ordinarily incur. My Trustee may pay or make arrangements for others to pay all carrying costs of the residence, including, but not limited to, taxes, assessments, insurance, expenses of maintaining the residence in suitable repair, and other expenses relating to the operation of the residence for the benefit of the beneficiaries. My Trustee may acquire, maintain and invest in articles of tangible personal property, whether or not the property is income,producing, and may pay the expenses of the repair and maintenance of the property. My Trustee shall have no duty to convert the property referred to in this Section to productive property except as required by other provisions of this agreement. My Trustee may permit any income beneficiary of the trust to occupy any real property or use any personal property owned by the trust on terms or arrangements that my Trustee may determine, including rent free or in consideration for the payment of taxes, insurance,maintenance,repairs, or other charges. My Trustee shall have no liability for any depreciation or loss as a result of the retention of any property retained or acquired under the authority of this Section. Section 12.20 Retention and Abandonment of Trust Property My Trustee may retain, without liability for depreciation or loss resulting from retention, any property constituting the trust at the time of its creation, at the time of my death or as the result of the exercise of a stock option. My Trustee may retain property, notwithstanding the fact that the property may not be of the character prescribed by law for the investment of assets held by a fiduciary, and notwithstanding the fact that retention may result in inadequate diversification under any applicable Prudent Investor . Act or other applicable law. My Trustee may hold property that is non-income producing or is otherwise nonproductive if holding the property is, in the sole and absolute discretion of my Trustee, in the best interests of the beneficiaries. On the other hand, except when I am 12-10 i I serving as a Trustee, my Trustee shall invest contributions of cash and cash equivalents as soon as reasonably practical after the assets have been acquired by the trust. My Trustee is permitted to retain a reasonable amount in cash or money market accounts in order to pay anticipated expenses and other costs and to provide for anticipated distributions to or for the benefit of a beneficiary. My Trustee may abandon any trust property that my Trustee deems to be of insignificant value. Section 12.21 Securities, Brokerage and Margin Powers My Trustee may buy, sell, trade and otherwise deal in stocks, bonds, investment companies,mutual funds, common trust funds, commodities, options and other securities of any kind and in any amount, including short sales. My Trustee may write and purchase call or put options, and other derivative securities. My Trustee may maintain margin accounts with brokerage firms and may pledge securities to secure loans and advances made to my Trustee onto or for the benefit of a beneficiary. My Trustee may place all or any part of the securities held by the trust in the custody of a bank or trust company. My Trustee may have all securities registered in the name of the bank or trust company or in the name of its nominee. My Trustee may appoint the bank or trust company as the agent or attorney in fact to collect, receive, receipt for and disburse any income and generally to perform the duties and services incident to a custodian of accounts. My Trustee may employ a broker-dealer as a custodian for securities held by the trust and may register the securities in the name of the broker-dealer or in the name of a nominee with or without the addition of words indicating that the securities are held in a fiduciary capacity. My Trustee may hold securities in bearer or uncertificated form and may use a central depository, clearing agency or book-entry system, such as The Depository Trust Company, Euroclear or the Federal Reserve Bank of New York. My Trustee may participate in any reorganization, recapitalization, merger or similar transaction. My Trustee may exercise or sell conversion or subscription rights for securities of all kinds and description. My Trustee may give proxies or powers of attorney that may be discretionary and,with or without powers of substitution. My Trustee may vote or refrain from voting as to any matter. Section 12.22 Settlement Powers My Trustee may settle, by compromise, adjustment, arbitration or otherwise any and all claims and demands in favor of or against the trust. My Trustee may release or abandon any claim in favor of the trust. Section 12.23 Subchapter S Corporation Stock Provisions After my death and during any period when the trust is not treated for tax purposes as a grantor trust under Section 6 71 of the Internal Revenue Code, my Trustee may elect to , hold any S corporation stock held by the trust as a separate "electing small business trust" 12-11 as defined in Section 1361(e)(1)or as a separate"qualified subchapter S trust,"as defined in Section 1361(d)(3). In making this determination, my Trustee may consider any changes to the terms and conditions of the trust that will be required as a result of either election. For purposes of this Section, "S corporation stack"shall mean all capital stock issued by a corporation (or other entity taxable as a corporation for federal income tax purposes) that is treated, or intends to be treated under Section 1361(a), as an "S corporation" for federal income tax purposes. (a) Electing Treatment as an Electing Small Business Trust If my Trustee elects under Section 1361(e)(3) of the hitemal Revenue Code to qualify the trust or portion thereof as an"electing small business trust,"my Trustee shall: Apportion to the electing small business trust a reasonable share of the unallocated expenses of all trusts created under this agreement, in accordance with the applicable provisions of the Internal Revenue Code and Treasury Regulations; and Administer the trust as an electing small business trust, under Section 1361(e)of the Internal Revenue Code. (b) Electing Treatment as a Qualified Subchapter S Trust If my Trustee elects to treat the trust or portion thereof as a "qualified subchapter S trust,"my Trustee shall: Refer to the qualified subehapter S trust using the same name as the trust to which the stock was originally allocated, plus the name of the current income beneficiary of the trust, followed by the letters"QSST;" Administer the qualified subchapter S trust in accordance ! with the same provisions contained in the trust to which the S corporation stock was originally allocated; provided, however, that the provisions of this subsection shall control the administration of the trust to the extent that they are inconsistent with the provisions of the original trust; Maintain the qualified subchapter S trust as a separate trust held for the benefit of one beneficiary as required in . Section 1361(4)(3); and j Request that the current income beneficiary of the trust, with the assistance of my Trustee, make an election in accordance with Section 1361(d)(2) to qualify the trust as a . qualified subchapter S trust within the meaning of Section 1361(d)(3). 12-12 4 (1) Current Income Beneficiary The "current income beneficiary" of a qualified subchapter S trust is the person who has a present right to receive income distributions from the trust to which the S corporation stock is allocated. A qualified subchapter S trust shall have only one current income beneficiary. If under the terms of the agreement, there is more than one person who has a present right to receive income distributions from the trust originally holding . the S corporation stock, my Trustee shall cause the S corporation stock to be segregated into separate qualified subchapter S trusts for each person who has a present right to receive income distributions. (2) Distributions Until the first to occur of (a) the death of the current, income beneficiary and (b) the date on which the qualified subchapter S trust no longer holds any S corporation stock (the "QSST termination date'), my Trustee shall distribute to the current income beneficiary, at least annually, all of the trust's `het income," as that term is defined in Section 643(b)of the Internal Revenue Code. The terms of the trust to which the S corporation stock was originally allocated shall govern distributions of principal from the qualified subchapter S trust; provided, however, that until the QSST termination date, my Trustee may only distribute principal to the current income beneficiary of the qualified subchapter S trust. In the event of the termination of a quali fied subchapter S trust during the lifetime of the current income beneficiary, my Trustee shall distribute all assets of the qualified subchapter S trust to the current income beneficiary. . (3) Allocation of Income and Expenses. My Trustee shall characterize receipts and expenses of any qualified subchapter S trust in a manner consistent with Section 643(b) of the Internal Revenue Code. (4) Trust Merger or Consolidation My Trustee may not merge or consolidate any qualified subchapter S trust with the assets of another trust if doing so would jeopardize the qualification of either trust as a j qualified subchapter S trust. i 12-13 (c) Governance of the Trusts The following additional provisions shall apply to any separate trust created under this Section. (1) Protection of S Corporation Status My Trustee shall not administer a trust holding S corporation stock in a manner that would cause the termination,of the S corporation status of the entity whose stock is held as part of the trust. Therefore during any period that the trust holds S corporation stock, the terms of this agreement shall be construed in a manner that is consistent with the trust qualifying as an electing small business trust or as a qualified subchapter.S trust. Any provision of this agreement that cannot be so construed or applied shall be disregarded. (2) Methods of Distribution No method of distribution permitted under this Section may be used in a manner that would jeopardize the qualification of the trust as an electing small business trust or as a qualified subchapter S trust. (3) Election Any reference in this agreement to any person acting in an individual or fiduciary capacity, making an election for himself or for or on behalf of any other person, shall include, but not be limited to, an election made in accordance with Section 1361(e)(3), Section 1361(d)(2) or any other applicable subsection of Section 1361 of the Internal Revenue Code. (4) Disposition of S Corporation Stock If the continuation of any trust would, in my Trustee's opinion, result in the termination of the S corporation status of any entity whose stock is held as a part of the trust property,my Trustee, other than an Interested Trustee,shall have, in addition to the power to sell or otherwise dispose of the stock, the.power to distribute the stock to the person who is then entitled to receive the income from the trust. Section 12.24 _Limitation on My Trustee's Powers All powers granted to my Trustee under this agreement or by applicable law shall be limited as set forth in' this Section, unless explicitly excepted by reference to this Section. The limitations set forth in this Section shall not apply to me. I 1 12-14 (a) An Interested Trustee Limited to Ascertainable Standards An Interested Trustee may not exercise or participate in the exercise of discretion with respect to the distribution of income or principal, or the termination of the trust to or for the benefit of a beneficiary, to the extent that the exercise of such discretion is other than for the health, education, ` maintenance or support of a beneficiary as described under Sections 2041 and 2514 of the Internal Revenue Code. (b) No Distributions in Discharge of Certain Legal Obligations My Trustee may not exercise or participate in the exercise of discretion with respect to the distribution of income or principal that would in any manner discharge a legal obligation of my Trustee, including the obligation of support. If a beneficiary or any other person has the power to remove a Trustee, that Trustee may not exercise or participate in the exercise of discretion with respect to the distribution of income or principal that would in any manner discharge a legal obligation of the person having the power to remove the Trustee, including that person's obligation of support. (c) Insurance Policy on the Life of My Trustee If the trust holds a policy that insures the life of my Trustee, my Trustee shall have no right to exercise any powers or rights with respect to the policy. A Cotrustee serving under this agreement shall exercise the powers and rights with respect to the policy. If the insured Trustee is the only Trustee, then an Independent Special Trustee designated under Section 3.08 shall exercise the powers and rights with respect to the policy. If any rule of law or court decision construes the ability,of the insured Trustee to name an Independent Special Trustee as an incident of ownership of the policy, then a majority of the then current mandatory and discretionary income beneficiaries (excluding the insured Trustee if he or she is a beneficiary)shall select the Independent Special Trustee. (d). Insurance Policy on a Beneficiary's Life If the trust holds a policy that insures the life of a beneficiary, the beneficiary (acting individually or as Trustee) shall have no power over the policy, the cash value of the policy, or the proceeds of the policy. The intent of this denial of power is to prevent an insured beneficiary from having a power that would constitute an incident of ownership of the policy. In addition, no distribution of income or principal to the insured i( beneficiary shall be satisfied out of the proceeds of the policy, the cash value of the policy or any other economic benefit of the policy. a 12-15 The limitations of this subsection shall not apply if the proceeds of the policy would, upon the death of the beneficiary, otherwise be included in the gross estate of the beneficiary for federal estate tax purposes. I i i i 12-16 Article Thirteen General Provisions Section 13.01 Maximum Term for Trusts Notwithstanding any other provision of this agreement to the contrary, unless terminated earlier under other provisions of this agreement, each trust created under this agreement shall terminate upon the expiration of the longest period that property may be held in trust under this agreement without violating the applicable rule against perpetuities. If the applicable rule against perpetuities for trusts is determined by referenced to the death of the last to die among a group of individuals living on the date of my death, the group of individuals shall consist of the descendants of my maternal and paternal grandparents who are living at the time of my death. At that time, the remaining trust property shall vest in and be distributed to the persons entitled to receive mandatory distributions of net income of the trust and in the same proportions. If no beneficiary is entitled to mandatory distributions of net income, the remaining trust property shall vest in and be distributed to the beneficiaries entitled to receive discretionary distributions of net income of the trust, in equal shares per stirpes. Section 13.02 Spendthrift Provision Neither the income nor the principal of the trust property may be assigned, anticipated or alienated in any manner by any beneficiary, nor shall it be subject to attachment, bankruptcy proceedings or any other legal process, or to the interference or control of creditors or others. Nothing contained in this Section shall restrict in any way the exercise of any power of appointment granted in this agreement. Section 13.03 Contest Provision If, after receiving a copy of this Section, any person shall, in any manner, directly or indirectly, attempt to contest or oppose the validity of this agreement, (including any amendment to this agreement), or commences, continues or prosecutes any Iegal proceedings to set this agreement aside, then such person shall forfeit his or her share, cease to have any right or interest in the trust property, and shall, for purposes of this agreement be deemed to have predeceased me. This Section may not be applied so as to cause a forfeiture of any distribution otherwise qualifying for the federal estate tax charitable deduction. Section 13.04 Survivorship Presumption If any beneficiary is living at my death, but dies within 30 days after my death, then the beneficiary will be deemed to have predeceased me for purposes of this agreement. i 13-1 Section 13.05 Changing the Situs of Administration My Trustee may, at any time, remove all or any part of the property or the situs of administration of the trust from one jurisdiction to another. My Trustee may elect, by filing an instrument with the trust records, that the trust shall thereafter be construed, regulated and governed as to administration by the laws of the new jurisdiction. My Trustee may take action under this Section for any purpose my Trustee deems appropriate, including the minimization of any taxes in respect of the trust or any beneficiary of such trust. If necessary, the beneficiaries entitled to receive distributions of net income under the trust may, by majority consent, appoint a corporate fiduciary in the new situs. If a beneficiary is a minor or is incapacitated, the parent or legal representative of the beneficiary may act on behalf of the beneficiary. Section 13.06 Definitions For purposes of this agreement, the following terms have the following meanings: (a) Adopted and Afterborn Persons A legally adopted person in any generation and his or her descendants, including adopted descendants, has the same rights and shall be treated in . the same manner under this agreement as natural children of the adopting parent, provided such person is legally adopted prior to attaining the age of 18 years. A person is deemed to be legally adopted if the adoption was legal in the jurisdiction in which it occurred at the time that it occurred. A fetus in utero that is later born alive shall be considered a person in being during the period of gestation. (b) Agreement The term "this agreement" means this trust agreement and includes all trusts created under the terms of this agreement. (c) Descendants The term "descendants" shall include a person's lineal descendants of all generations. (d) Education The term "education" is intended to be an ascertainable standard in accordance with Section 2041 and Section 2514 of the Internal Revenue Code and shall include, but not be limited to: Enrollment at private elementary, junior and senior high school including boarding school; Undergraduate and graduate study in any field at a college or university; I 13-2 Specialized, vocational or professional training or instruction at any institution, including private instruction; and Any other curriculum or activity that my Trustee may deem useful for developing the abilities and interests of a beneficiary including, without limitation, athletic training, musical instruction,theatrical training, the arts and travel. The term "education" shall also include distributions made by my Trustee for expenses such as tuition, room and board, fees, books and supplies, tutoring and transportation and a reasonable allowance for living expenses. (e) Incapacity Except as otherwise provided in this agreement, a person is deemed incapacitated in any one of the following circumstances. (1) The Opinion of Two Licensed Physicians An individual shall be deemed incapacitated whenever, in the written opinion of two licensed physicians, the individual is unable to effectively manage his or her property or financial affairs, whether as a result of age, illness, use of prescription medications, drugs or other substances, or any other cause. An individual shall be deemed restored to capacity whenever the individual's personal or attending physician provides a written opinion that the individual is able to effectively manage his or her property and financial affairs. (2) Court Determination An individual is deemed incapacitated if a court of competent jurisdiction has declared the individual to be disabled, incompetent or legally incapacitated. (3) Detention, Disappearance or Absence An individual is deemed incapacitated whenever he or she cannot effectively manage.his or her property or financial affairs due to the individual's unexplained disappearance or absence for more than 30 days, or whenever he or she is detained under duress.. An individual's disappearance or absence of detention under duress may be established by an affidavit of my Trustee, or, if no Trustee is serving, by the affidavit of any beneficiary. The affidavit shall describe the circumstances of the individual's disappearance, absence or detention and may be relied upon by any third party dealing in good faith % with my Trustee in reliance upon the affidavit. 13-3 {f) Income Beneficiary The term "income beneficiary"means any beneficiary who is then entitled to receive distributions of the net income of the trust, whether mandatory or discretionary. Unless otherwise provided in this agreement, the phrase "majority of the income beneficiaries" means any combination of income beneficiaries who, if all accrued net income were distributed on the day of a vote by the beneficiaries, would receive more than 50% of the accrued net income. For purposes of this calculation, beneficiaries who are eligible to receive discretionary distributions of net income are deemed to receive the income in equal shares. References to a "majority" refer to a majority of the entire trust collectively until my Trustee allocates property to separate trusts or trust shares. After the allocation of property to separate trusts or bust shares, references to a"majority"refer to a majority of each separate trust or trust share. (g) Income in Respect of a Decedent (IRD) The term "income in respect of a decedent" or "IRD" means income received after a decedent's death that would have been taxable to the decedent if the income had been received by the decedent during the decedent's lifetime. For example, payments under qualified retirement plans and other deferred compensation arrangements are IRIS. For purposes of this agreement, IRD means any income that would be classified as IRD under Section 641(a)of the Internal Revenue Code. (h) Independent Trustee The term "Independent Trustee"means a Trustee who is not an Interested Trustee as defined in subsection (i) and includes an Independent Special Trustee appointed under the provisions of Section 3.08. Whenever (1) a power is granted exclusively to an Independent Trustee or (2) the phrase "other than an Interested Trustee" is used, then the power or discretion may be exercised only by an Independent Trustee. Whenever this agreement specifically prohibits an Interested Trustee from exercising discretion or performing an act, then only an Independent Trustee may exercise that discretion or perform that act. (1) Interested Trustee The term "Interested Trustee" means (1) a Trustee who is a transferor of property to the trust; (2) a Trustee who is a beneficiary of the trust; (3) a Trustee who is related or subordinate within the meaning of Section 672(c) of the Internal Revenue Code to a transferor of property to the trust or a beneficiary of the trust; or(4) a Trustee whom a transferor of property to the trust or a beneficiary of the trust can remove and replace by appointing a Trustee that is related or subordinate to the beneficiary within the meaning of Section 672(c)of the Internal Revenue Code. j 13-4 For purposes of this subsection "a transferor of property to the trust" includes a person whose qualified disclaimer resulted in property passing to the trust. For purposes of this subsection "a beneficiary of the trust"means a person who is or in the future may be eligible to receive income or principal from the trust pursuant to the terms of the trust. A person shall be considered a beneficiary of a trust even if he or she has only.a remote contingent remainder 'interest in the trust;however, a person shall not be considered a beneficiary of a trust if the person's only interest. is as a potential appointee under a testamentary power of appointment. 0) Internal Revenue Cade and Treasury Regulations References to the "Internal Revenue Code" or to its provisions shall refer to the Internal Revenue Code of 1486, as amended and to the corresponding Treasury Regulations, if any. 'References to the "Treasury Regulations," are to the Treasury Regulations under the Internal Revenue Code in effect from time to time. Reference to any provision or section of that Code is deemed to refer to the provision or section of the federal tax law in effect on the date of my death that corresponds to the provision or section referred to that was in effect at the time of the execution of this agreement. If there is no provision or section at the date of my death that corresponds to such provision or section and if the estate tax has been repealed, the reference to a provision or section of the federal tax law shall nevertheless be deemed to refer to the provision or section that was in effect at the time of the execution of this instrument or the provision that was in effect immediately before the tax law was repealed, solely for the purpose of determining the amount of property that passes under a provision of this instrument if my Trustee, in its sole discretion, determines that such result is more consistent with my intention. In no event shall my Trustee under the powers granted under the preceding paragraph take any action that would cause any property passing under this agreement that would otherwise qualify for a marital deduction, charitable deduction, special use valuation or QFOBI deduction to fail to qualify. My Trustee shall bear no liability for any decision made.in good faith pursuant to the power granted under the terms of this section defining the term"Internal Revenue Code." (k) Legal Representative or Personal.Representative As used in this agreement, the term "legal representative" or "Personal Representative" means a person's guardian, conservator, executor, administrator, Trustee, or any other person or entity 'personally representing a person or the person's estate. I3-5 IC (1) Per Stirpes Whenever a distribution is to be made to a person's descendants "per stirpes," the distribution shall be divided into as many shares as there are then living children of the person and deceased children of the person who left then living descendants. Each then living child shall receive one share and the share of each deceased child shall be divided among the child's then living descendants in the same manner. (m) Primary Beneficiary The primary beneficiary of a trust created under this agreement is the oldest income beneficiary of that trust unless some other individual is specifically designated as the primary beneficiary of that separate trust. (n) Qualified Retirement Plan The tern "qualified retirement plan"means a plan qualified under Section 401 of the Internal Revenue Code, an individual retirement arrangement under Section 408 or Section 408A or a tax-sheltered annuity under Section 403. The term "qualified retirement benefits" means the amounts held in or distributed pursuant to a plan qualified under Section 401, an individual retirement arrangement under Section 408 or Section 408A, a tax-sheltered annuity under Section 403 or any other benefit subject to the distribution rules of Section 401(a)(9). (o) Shall and May Unless otherwise specifically provided in this agreement or by the context in which used, I use the word "shall"in this agreement to command, direct or require, and the word "may" to allow or permit, but not require. In the context of my Trustee, when I use the word "may" I intend that my Trustee may actin its sole and absolute discretion unless otherwise stated in this agreement. (p) Trust The terms "this trust" or "this trust agreement" shall refer to this agreement and all trusts created under the terms of this agreement. (q) Trustee The term "my Trustee" or"Trustee"refers to the Trustee named in Article One and to any successor, substitute, replacement or additional person, corporation or other entity that is from time to time acting as the Trustee of any trust created under the terms of this agreement. The term"Trustee" refers to singular or plural as the context may require. (r) Trustor The term "Trustor" has the same legal meaning as "Grantor," "Settlor" or any other term referring to the maker of a trust. 13-6 . I (s) Trust Property The phrase "trust property" shall be construed to mean all property held by my Trustee under this agreement, including all property that my Trustee may acquire from any source. (t) Unused Applicable Credit Equivalent The term "Unused Applicable 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: 1. Any available Applicable Credit Amount(Unified Credit); 2. The Credit for State Death Tax to the extent it does not increase the amount of death taxes, other than the Pennsylvania Inheritance Tax,payable to any state; 3. The Credit for Prior Transfers; 4. Allowable Exclusion or Exemptions from the Taxable Estate, 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 our Trust (by way of joint tenancy, life insurance contract, Beneficiary Designation,will or otherwise) or under other provisions of our Trust. Section 13.07 General Provisions and Rules of Construction The following general provisions and rules of construction shall apply to this agreement: (a) Duplicate Originals This agreement may be executed in any number of counterparts, each of which is deemed to be an original. Any person may rely upon a copy of this agreement certified under oath by my Trustee to be a true copy, to the same effect as if it were an original. (b) Singular and Plural; Gender Unless the context requires otherwise, words denoting the singular may be construed as plural and words of the plural may be construed as denoting the singular. Words of one gender may be construed as denoting another . gender as is appropriate within the context. The word "or"when used in a _list of more than two items may function as both a conjunction and a disjunction as the context requires or permits. 13-7 (c) Headings of Articles, Sections, and Subsections The headings of Articles, Sections, and subsections used within. this agreement are included solely for the convenience and reference of the reader. They have no significance in the interpretation or construction of this agreement. (d) Governing State Law This agreement is governed, construed and administered according to the laws of the Commonwealth of Pennsylvania as from time to time amended, except as to trust property required by law to be governed by the laws of another jurisdiction and unless the Situs of Administration is changed as provided in Section 13.05. (e) Notices, Unless otherwise stated, whenever this agreement calls for notice, the notice must be in writing and must be personally delivered with proof of delivery, or mailed postage prepaid by certified mail, return receipt requested, to the last known address of the party requiring notice. Notice is effective 'on the date personally delivered or on the date of the return receipt. If aparty giving notice does not receive the return receipt but has proof that he or she mailed the notice, notice is effective on the date it would normally have been received via certified mail. If notice is required to be given to a minor or incapacitated individual, notice must be given to the parent or legal representative of the minor or incapacitated individual. (f) Severability The invalidity or unenforceability of any provision of this agreement shall not affect the validity or enforceability of any other provision of this agreement. If a court of competent jurisdiction determines that any provision is invalid, the remaining provisions of this agreement are to be interpreted and construed as if the invalid provision had never been included in this agreement. i f i 13-8 I have executed this agreement on the day and year first above written. This agreement shall be effective when signed by me, whether or not now signed by a Trustee. I certify to the officer taking my acknowledgment that I have read this trust agreement, that I understand it, and that it correctly states the provisions under which my trust property is to be administered and distributed by my Trustee. .MARY ARGINIA MILLER, Trustor and Trustee . LINCOLN S. MILLER JR. L DEE HASSLER —— COMMONWEALTH OF PENNSYLVANIA ) )ss. COUNTY OF DAUPHIN ) On this day, NOV 2 8 2006 before me personally appeared MARY VIRGINIA MILLER, as Trustor and as Trustee, personally known to me (or proved to me on the basis of satisfactory evidence) to be the individual whose name is subscribed to the foregoing instrument, and acknowledged that she executed the same as her voluntary act and deed for the purposes therein contained. Witness my hand and official seal. Notary Public Linda L. Fetterhoff My commission expires:November 8,2007 COMMONWEALTH OF PENNSYLVANIA Notarial Seat Linda L Fetterhoff,Not PuMc 13-9 Derr!7wp.,nauphin County ltgy commwinn Expires Nov.8,2007 Member,Pennny vania Association 11 Natades COMMONWEALTH OF PENNSYLVANIA ) COUNTY OF DAUPHIN ss. ) On this day, NOV 2 8 2006 before me personally appeared LINCOLN S. MILLER JR., as Trustee, personally known to me (or proved to me on the basis of satisfactory evidence) to be the individual whose name is subscribed to the foregoing instrument, and acknowledged that he executed the same as his voluntary act and deed for the purposes therein contained. Witness my hand and official seal. Notary Public Linda L. Fetterhoff My commission expires: November 8, 2007 COMMONWEALTH OF PENNSYLVANIA [MjUnNotarial Seal Fekedrofr,No tary Public T at�ur�esNOVUS,2007 da ss Ey Member,Pennsylvania Association Ot Notaries i i 13-10 i COMMONWEALTH OF PENNSYLVANIA ) COUNTY OF N rKUFR- L-RL�> ) ss. On this day, 12 -11-00 before me personally appeared LYNNE DEE HASSLER, as Trustee, personally known to me (or proved to me on the basis of satisfactory evidence) to be the individual whose name is subscribed to the foregoing instrument, and acknowledged that she executed the same as his voluntary act and deed for the purposes therein contained. Witness my hand and official seal. CDidM NW p Notarial SW $ L // l/ j Joette L.tic0otrran,Nowt'Public Public /� MBCtIBflkybtxQ BGtO.QetbYllfld t{erheff ltrnT �,MI doa)&'v 'y commission Expires J 8,2oio Ivey commission expires: Neese @67 O"A - k I D0/G 13-11 Certificate of Trust The undersigned Truster and Trustees hereby certify the fallowing: L This Certificate of Trust refers to the MARY VIRGINIA MILLER LIVING TRUST, dated Npy 2 .2an6 executed by MARY VIRGINIA MILLER as Truster. 2. The address of the Truster is 603 Cocklin Street,Mechanicsburg,Pennsylvania 17055. 3. The initial Trustees of my Trust are: MARY VIRGINIA MILLER LINCOLN S.MILLER JR. LYNNE DEE HASSLER 4. The present Trustees of my Trust are: MARY VIRGINIA MILLER LINCOLN S.MILLER JR. LYNNE DEE HASSLER 5. The Incapacity Trustees of my Trust are: LINCOLN S.MILLER JR. AND LYNNE D.HASSLER, ACTING JOINTLY 6. The Death Trustees of my Trust are: LINCOLN S. MILLER JR. AND LYNNE D. HASSLER, ACTING JOINTLY 7. 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. Further, when two or more initial Trustees are serving under my Trust, any initial Trustee may conduct business and act on behalf o my trust agreement without the consent of any other Trustee, subject, however, to those rights and powers set forth in Section 1.04 of Article One of my trust agreement which is reserved solely unto me. 8. My Trustees under my trust agreement are authorized to acquire, sell, convey, encumber, lease, borrow, manage and otherwise deal with interests in real and personal property in my Trust name. All powers of my Trustees are fully set forth in Article Eleven of my trust agreement. 9. My Trust has not been revoked and there have been no amendments limiting the powers of my Trustee over trust property. 10. No person or entity paying money to or delivering property to my Trustee shall be required to see to its application. All persons relying on this document regarding my Trustees and their powers over trust property shall be held harmless for any resulting loss or liability from such reliance. A copy of this Certificate of Trust shall be just as valid as the original. The undersigned certify that the statements in this Certificate of Trust are true and correct and that it was executed in the County of Dauphin, Pennsylvania on NOY 2 8 2006 Trustor: MARY VIRGIRIA MILLER Trustees: MARY VaGTQIA MILLER LINCOLN S.MILL4JR Ina L :DEE HASSLER COMMONWEALTH OF PENNSYLVANIA ) SS COUNTY OF DAUPHIN } On this NOV 2 8 2006 before me, a notary public, the undersigned officer, personally appeared MARY VIRGINIA MILLER, Trustor and 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. In witness whereof I hereunto set my hand and official seal. Notary Public COMMONWEALTH OF PENNSYLVANIA Notarial seal Linda L Fefterhoft,Notary Public Darry Twp.,Dauphin County W C ssfon Expires Nov,8,2ikt7 Member,PennsyWanio Association Of Notaries COMMONWEALTH OF PENNSYLVANIA ) SS COUNTY OF DAUPHIN ) On this NOV 2 8 2006 before me, a notary public, the undersigned officer, personally appeared LINCOLN S. MILLER JR., 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. In witness whereof I hereunto set my hand and official seal. N tary�,c Public COMMONWEALTH OF PENNSYLVANIA Notarial Seal Linda L FetterholF,Notary Public DerryTwp.,Dauphin County My Commission Expires Nov.S,2007 Member,Pennsylvania Association Of Notaries COMMONWEALTH OF PENNSYLVANIA ) COUNTY OF CV f11 BfIZL/sL�1D SS On this if 0—/1-0(,0 before me, a notary public, the undersigned officer, personally appeared LYNNE DEE HASSLER, 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. In witness whereof I hereunto set my hand and official seal. PubliM Joette t. "0i'd'I soa Meyf��M� Publlc 'y Commission E Ires Jul 6,2010 Affidavit of Trust The undersigned Trustor and Trustee hereby certifies the following: 1. The following Living Trust is the subject of this Affidavit: MARY VIRGINZAOMIILL8ER LOIVING TRUST,dated 2. The Trustees currently serving are: MARY VIRGINIA MILLER LINCOLN S.MILLER JR- LYNNE DEE HASSLER 3. The trust is currently in full force and effect. Attached to this Affidavit and incorporated in it are selected provisions of the trust evidencing the following: Article One-Establishing My Trust(Identity of Initial Trustee and Statement of Revocability) Article Three - Trustee Succession Provisions Article Four-Administration of My Trust During My Incapacity Article Eleven- Trust Administration Article Twelve -My Trustee's Powers Article Thirteen-General Provisions 4. The trust provisions which are not attached to this Affidavit are of a personal nature and set forth the distribution of trust property. They do not modify the powers of the Trustee. 5. The signatory declares that the foregoing statements and the attached Trust provisions are true and correct, under penalty of perjury. 6. This Affidavit was executed at Dauphin County, Pennsylvania, on NOV 2 8 2006 Trustor:(�� MARYLVIRGINIA MILLER Trustees: MARL' IR MILLER LINCOLN S.MILLER LYNNE DEE HASSLER COMMONWEALTH OF PENNSYLVANIA ) SS COUNTY OF DAUPHIN ) On this NOV 2 8 ZOOS before me, a notary public, the undersigned officer,personally appeared MARY VIRGINIA MILLER, Trustor and 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. In witness whereof II hereunto set my hand and official seal. Notary Public Y COMMONWEALTH OF PENNSYLVANIA Notarial Seal Unda L Fetterhoff,Notary Public DenyTwp.,Dauphin County My commission Expires Nov.8,2007 MBmber,PennsYlvanla ASSOCI811en u Notaries COMMONWEALTH OF PENNSYLVANIA } SS COUNTY OF DAUPHIN ) On this NOV 2 8.2006 before me, a notary public, the undersigned officer, personally appeared LINCOLN S. MILLER JR., 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. In witness whereof I hereunto set my hand and official seal ' � 0z Notary Public COMMONWEALTH OF PENNSYLVANIA Nom' Seat Linda L Fetterhofr,Notary Pubfic . Derry Twp.,Dauphin County My Co nmission Expires Nov.8,2007 Member,Penms}4vania Association Of Notaries COMMONWEALTH OF PENNSYLVANIA ) COUNTY OF SS On this before me, a notary public, the undersigned officer,personally appeared LYNNE DEE HASSLER, 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. In witness whereof I hereunto set my hand and official seal. otary Public MJ �t►'Q.1,1�DIrMr+d ubilc "hY Oommiasbn it h�,�t B,2010 3 1 I i' r t fLIVING TRUST ESTATE OF MARY VIRGINIA MILLER DISCLAIMER and RENIINCLATION WHEREAS ' � , Macy Virginia Miller died on May 19, 2013, a resident of Mechanicsburg, Cumberland County,Pennsylvania(the"Decedent"). WHEREAS, during the Decedent's lifetime, she created the Mary Virginia Miller Living Trust dated November 28, 2006, and any amendments thereto (the"Trust"). The Successor Death Trustees of the Trust are Lincoln S.Miller,Jr.and Lynne Dee Hassler. WHEREAS,the assets of the Trust are to be distributed outright to decedent's descendants, per stirpes. WHEREAS, the disclaimed assets of the Trust consist of those listed on Schedule A attached hereto(the"Assets'). WHEREAS,less than nine(9)months have elapsed since the date of death of the Decedent and the undersigned DiscIaimant, Stephen C. Miller, has not accepted any of the Assets nor has he exercised any control as beneficial owner over the Assets or any interest therein. WHEREAS, the Disclaimant acknowledges that the effect of the execution of this Disclaimer and Renunciation is that the Assets that would have otherwise passed to him shall pass to his children, Stephen C. Miller,Jr.,Aubrey S. Miller,Olivia A. Miller,and Samantha A. Miller, in equal shares. NOW, THEREFORE, 1, STEPHEN C. MILLER, an adult beneficiary residing at 2517 Rhoads Road, Oilbertsville, PA 195 , do hereby exercise the rights granted"to me in the Pennsylvania Probate, Estates and Fiduciaries Code, 20 Pa. C.S.A. §6201 et seq., to DISCLAIM AND RENOUNCE all right, title and beneficial interest in and to the Assets. As a consequence of this instrument and the provisions of the Trust, I acknowledge but do not direct that the Assets shall now pass to my t children, Stephen C.Miller, Jr.,Aubrey S.Miller, Olivia A. Miller, and Samantha A. Miller. I I` VV WITIVESS WHEREOF, intending to be legally bound hereby, and intending that this i Disclaimer and Renunciation shall be filed of record with the Trustee of the Living Trust, as provided in 20 Pa. C.S.A. §6204(a), I have hereunto set my hand this ZG day of 2013. WITNESS: 00�/Z, dc-ZwL COMMONWEALTH OF PENNSYLVANIA, ) ss: COUNTY OF ) On this,theZr'day of Ja,,V,E 2013,before me, a Notary Public in and for the Commonwealth of Pennsylvania, the undersigned officer, personally appeared STEPHEN C. MILLER,known to me(or satisfactorily proven)to be the person whose name is subscribed to the 'thin instrument and acknowledged that he executed the same for the purposes therein contained. otary Public CoMMOr�wrALTx oa�snvaru a Nt7TARIALSEAL Public My Commission E�Kes + LaurenaA.Zimmer,Natery "x-11 f OpperMerionTwp,MontgomeryCannry M commission irceDsnombm18,2016 i LIVING TRUST ESTATE OF MARY VIRGINIA MILLER DISCLAIMER and RENUNCIATION WHEREAS, Mary Virginia Miller died on May 19, 2013, a resident of Mechanicsburg, Cumberland County,Pennsylvania(the"Decedent"). WHEREAS, during the Decedent's lifetime, she created the Mary Virginia Miller Living Trust dated November 28, 2006, and any amendments thereto (the "Trust"). The Successor Death Trustees of the Trust are Lincoln S.Miller,Jr.and Lynne Dee Hassler. WHEREAS,the assets of the Trust are to be distributed outright to decedent's descendants, per stirpes. WHEREAS, the disclaimed assets of the Trust consist of those listed on Schedule A attached hereto(the"Assets"). WHEREAS,less than nine(9)months have elapsed since the date of death of the Decedent and the undersigned Disclaimant,Lincoln S. Miller,Jr., has not accepted any of the Assets nor has he exercised any control as beneficial owner over the Assets or any interest therein. WHEREAS, the Disclaimant acknowledges that the effect of the execution of this Disclaimer and Renunciation is that the Assets that would have otherwise passed to him shall pass to his child,Stephen C. Miller. NOW, THEREFORE, I, LINCOLN S. MILLER, JR, an adult beneficiary residing at 913 Peachtree Drive, Mechanicsburg, PA, do hereby exercise the rights granted to me in the Pennsylvania Probate, Estates and Fiduciaries Code, 20 Pa. C.S.A. §6201 et seq., to DISCLAIM AND RENOUNCE all right, title and beneficial interest in and to the Assets. As a consequence of this instrument and the provisions of the Trust,I acknowledge but do not direct that the Assets shall now pass to my child, Stephen C. Miller. IN 97TAESS WHEREOF, intending to be legally bound hereby, and intending that this Disclaimer and Renunciation shall be filed of record with the Trustee of the Living Trust, as provided in 20 Pa. C.S.A. §6204(a), I have hereunto set my hand this day of (X/—Y ,2013. i WITNESS: LINCOLN S.MII LER COMMONWEALTH OF PENNSYLVANIA ) COUNTY OFC ) ss: ���1�1 ) On this,theE�c day of 2013,before me,a Notary Public in and for the Commonwe of Pennsylvania, a and igned officer, personally appeared LINCOLN S. MILLER , 'mown to me (or satisfactorily proven)to be the person whose name is subscribed to the wi /instrument and acknowledged that he executed the same for the purposes therein comame 7. o /c My C6' sslon Expires: COMMONWEALTH OF PENNSYLVANIA NOTARIAL SEAL SUZANNE M. DEDERER, Notary Public Camp Hill Boro,Cumberland County My Commission Expires August 20,2013 Last Will of MARY VIRGINIA MILLER 1, MARY VIRGINIA MILLER, the Testatrix, a resident of Cumberland County, Pennsylvania, declare that this is my Last Will. I hereby revoke all my previous wills and codicils. Article One Introductory Provisions Section 1. Marital Status I am not married. Section 2. Children I have two children whose names and birth dates are as follows: Names Birth Dates LINCOLN S. MILLER JR. February 6, 1944 LYNNE DEE HASSLER August 1, 1954 Article Two Appointment of My Personal Representatives Section 1. Nomination of My Personal Representatives I appoint the following to be my Personal Representative(s) in the order of priority in which their names appear: LINCOLN S.MILLER JR. AND LYNNE DEE HASSLER, ACTING JOINTLY If, for any reason, the Personal Representative(s) named above are unable or unwilling to serve, the next successor Personal Representative(s) shall serve in the order of priority listed until the list has been exhausted. Unless otherwise specified, if Co-Personal Representatives are serving, the next named successor Personal Representative shall serve only after all of the Co-Personal Representatives cease to act as Personal Representatives. Section 2. Waiver of Bond No bond or undertaking shall be required of any Personal Representative nominated in this Last Will. Section 3. General Powers My Personal Representative shall have full authority to administer my estate under the laws of the Commonwealth of Pennsylvania relating to the powers of fiduciaries. My Personal Representative shall have the power to administer my estate under the Pennsylvania Probate, Estates and Fiduciaries Code. Article Three Disposition of My Property Section 1. Estate Planning Letter or Memorandum To the extent permitted by state law and not necessary to fully utilize my Unused Applicable Credit Equivalent, my Personal Representative shall distribute such of my personal or household items to such persons as I may direct by a written instrument signed by me and delivered to my Personal Representative. Section 2. Distribution to My Revocable Living Trust I give all the rest, residue and remainder of my property of whatever nature and kind and wherever located to the then acting Trustee(s) of my revocable living trust of which I am a Trustor known as the: MARY VIRGINIA MILLER LIVING TRUST dated NOV 2 8 2006 I executed said revocable living trust prior to the execution of this Last Will. Section 3. Alternate Disposition If my revocable living trust is not in effect for any reason, I give all of my property to my Personal Representative under this will as Trustee who shall hold, administer and distribute my property as a testamentary trust the provisions of which are identical to those of my revocable living trust on the date of execution of this Last Will, or as thereafter amended. I Article Four Death Taxes Section 1. Definition of Death Taxes The term "death taxes," as used in this will, shall mean 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: a. Any additional to the federal estate tax for any "excess retirement accumulation" under Internal Revenue Code Section 4980A. b. Any additional tax that may be assessed under Internal Revenue Code Section 2032A or 2057; and C. Any federal or state tax imposed on a Generation Skipping Transfer, as that term is defined in the federal tax laws, unless the applicable tax statutes provide that the Generation Skipping Transfer Tax is payable directly out of the assets of my gross estate. Section 2. Payment of Death Taxes Pursuant to the terms of my revocable living trust, all death taxes whether or not attributable to property inventoried in my probate estate.shall be paid by the Trustee from my Trust. However, if my Trust does not exist at the time of my death or if the assets of my Trust are insufficient to pay the death taxes in full, I direct my Personal Representative to pay any death taxes that cannot be paid by my Trustee from the assets of my probate estate by equitably prorating and apportioning those taxes among the beneficiaries of this will. Unless specifically provided otherwise in my Trust, all death taxes incurred by reason of assets being transferred outside of my Trust or probate estate shall be assessed against those persons receiving such property. i Article Five General Provisions Section 1. No Contest Clause If any person or entity singularly or in conjunction with any other person or entity, directly or indirectly, contests in any court the validity of this Last Will including any codicils thereto, then the right of that person or entity to take any interest in my estate shall cease and the demise of that person (and his or her descendants)or entity shall be deemed to have occurred,prior to mine. Section 2. Captions The captions of Articles, Sections and Paragraphs used in this Last Will are for convenience of reference only and shall have no significance in the construction or interpretation of this Last Will. Section 3. SeverabiIity Should any of the provisions of this Last Will be for any reason declared invalid, such invalidity shall not affect any of the other provisions of this will and all invalid provisions shall be wholly disregarded in interpreting this Last Will. Section 4. Governing Law This Last Will shall be construed, regulated and governed by and in accordance with the laws of the Commonwealth of Pennsylvania I signed this,my Last Will, on NOV 2 8 2006 M MART VIRUINUk MILLER ATTESTATION CLAUSE On this NOV 2 8 2006 , MARY VIRGWIA MILLER, Testatrix, personally Published and Declared the foregoing instrument, as and for her Last Will and Testament, in the presence of each of us and all of us together, who, at her request, in her presence, and in the presence of each other, also signed the said instrument as witnesses. We further state that each of us believes that at the time she executed the foregoing instrument she was of sound mind and memory, of lawful age, and did so execute it as her own free act and deed and not under the constraint or undue influence of any person. Witness as 6weka Street Address �i9- IQ6U City, State,Z fitness Sr & I) W Street Address City, State,a}ip COMMONWEALTH OF PENNSYLVANIA SS COUNTY OF DAUPHIN We, MARY VIRGINIA MILLER, _ Cj QL ppp I P and a • (? ( ��,2r�c�u� - ?�, the Testatrix and the witnesses, respectively, whose names are signed to the attached or foregoing instrument, being duly first swom, do hereby declare to the undersigned authority that we were present and saw the Testatrix sign and execute the foregoing instrument as her Last Will; that the Testatrix signed it willingly, or directed another to sign it, for the Testatrix, that it was executed as her free and voluntary act for the purposes therein expressed; that each subscribing witness in the presence and hearing of the Testatrix signed the Last Will as a witness; and that to the best of our knowledge the Testatrix was at the time of sound mind and memory, of lawful age; and under no constraint or undue influence. 1 \ (1"� Vim`^. M.�.�eti, Y IRG MILLER Witness Witness ` SUBSCRIBED, SWORN TO and ACKNOWLEDGED before me, a notary public, by MARY VIRGINIA MILLER, the Testatrix, and &6&0 M e 10�� and `�n >'L. 4'. k-1GeR. _ 3e the witnesses, on this NOV 2 B 2006 Notary Public COMMONWEALTH OF PENNSYLVANIA Notarial Seal Lintla L Fetterholf,NWary public Deny Twp.;Dauphin County My Comtnissigt Expires Nov.8.2007 Member,Pennsylvania Association Of Notaries COMMONWEALTH OF PENNSYLVANIA REV-1162 EX(11-96) DEPARTMENT OF REVENUE BUREAU OF INDIVIDUAL TAXES DEPT.280601 HARRISBURG,PA 17128-0601 PENNSYLVANIA RECEIVED FROM: INHERITANCE AND ESTATE TAX OFFICIAL RECEIPT N0. CD 018020 ROGERS ELYSEEVELYN SAIDIS SULLIVAN & ROGERS 625 NORTH 12TH STREET LEMOYNE, PA 17043 ACN ASSESSMENT AMOUNT CONTROL NUMBER -------- fold 101 $90,000.00 ESTATE INFORMATION: SSN: 159-24-9163 FILE NUMBER: 2113-0889 DECEDENT NAME: MILLER MARY VIRGINIA DATE OF PAYMENT: 08/14/2013 POSTMARK DATE: 08/13/2013 COUNTY: CUMBERLAND DATE OF DEATH: 05/19/2013 TOTAL AMOUNT PAID: $90,000.00 REMARKS: LINCOLN S MILLER CHECK# 236 INITIALS: DB1 SEAL RECEIVED BY: GLENDA FARNER STRASBAUGH REGISTER OF WILLS TAXPAYER jLawrence Ll CHEVROLET To whom it may concern: This 2012 Chevrolet Equinox LT AWD with 4364 miles is overall Great shape. This vehicle would be worth $20000 as a wholesale Value. A retail value for this vehicle would be $22000. VIN# 2GNFLEEK3C6113811 CHAD BAKER SALES MANAGER Lav✓renceChevy.com ! 6445 CARLISLE PIKE MECHANICS BURG. PA 17050 1 717-766-0284 800-427-4505 Laos toIR at Lawrence. CEPTIFICATE OF TITLE FO ECLE A VHI- 1 �FE 1204534001311976 001 2GNFLEEK3C6113811. 2a12 L_ HE'1R4LET 70423363001 t1i I .•• Y< R h1*4Z OF.a:IO.F TIiIE.MJMBFP :w 1. I I 2�14:r12i no0oln SUP I S7 CAP PRIOR •TLESFATl I GwApTaMDLTE J D'JDLi 611 ER -- ODDIA.STATIS e 2/1.4/12 .� E/14/ Pn 12 I l VV F I z "1CSD OAT=O°'_NE I UY.L4C Yt'ERHT G GCVJa I .. TfrLEBWDS . OnNA=iESi Si RCVS f UCU if__Y.52-0S !ry{IgH{IO/,L IZT w £y` AT IE ACTUAL I - S NOT n'E ACTUAL LI UIUSA t£4GEpp.'y,1ElEi1- - ALngTING•/EFIFl_G `- -" I £Ew -a a rnEEa Ots¢0.wa=_ it gg T _.eo -TITLE I'MUDS it Fs.^.vUEVp11GE q MARY VIRGINIA MILLER 4L-6ti1fl-4�p EII= I !• ' 6(�{ - v.' ' p� L1 3. CV q CKLIN ( r OUT OF rz G uhTIIBUIIINI`tGO•FORUCIIILS fiR s MECHANICSBURG PA 17055 H-ACwcunwu EHIaE • P. lawu AFwJ -vatic_¢ yE' - . - - RwovEnTHar'vExIC.E _ � L -- V VEHICLE raNTpNS REIS$UEDVEi "-� p-:7 FIRST RST 1 ,.F/vON OF: SECOND - - - - .. IFIDhD VEH LE LIEN FA VOR Da: I. Y* 8 w - 4 0!_ G I hsh u0 .gII9 -f Bre-f'ust Be, ll -¢.ntct..v m+w I. rC ur•T:d¢a c`•.B el mot.,vihiUaI tm Vie G.--v BPPm�'I�IE 1 n tin]L .M .. SECDI J EFs-JRgm :::H'JF'ED. .n SEi�5 i:YE iA61�dE ADDRESS DAM . BY F AU:.ID—fl'cPRESENTATNE- " I��F MARY VIRGINIA MILLER 603 COCKLIN STS gc 0-1 ,- MECHANICSBURG PA 17055 p .P• I F pennsytvalnia I - - DEPARTMENT OF TRANSPORTATION ' R'rI ws BARRY J • SCHOCH, P• E I I r 'ne r- r.,.. o n-onn P f B",Mb t,R..11W It M1 .,,a-- - - 4 rrel n {Tr rtspmLt n -' - �� +r r»•+x`3.,_.. vim F.7.yw..s`,s s' '.ti ` .� .' IF A R'R Crl�2 AND SY.ORtI g e C4pUfehdSer other Vim You,FDOUS¢JS feted and YOU want the BUB to R t TO B FFNE fAE- be listed as Joint Tenants tith Right of SUDAVOrehip (On death of one o r Aa or ,ner VIVO..s to sorvv Tg aMe7l CHECK HERE 11 Olh¢nv it"the Ltle u,fll be Lsuatl-Tenants In Common (On death of One ormer,interest of deceased o•met gOes to his'hs tat heirs Or ese) F :F M1V V C4 .XI-'_. -IS THIS lJ!ELTI(FYEe.FlIJ Reahmeth < YES G C NO -�I i 15i❑ENdD.D�'i N:J¢CLLL IIfSRM1D ,BEN. I; ;pi _ - �sr uErIHDLDa Im�x � l4`a 'GI STREE, a A t CITY ei ATE _w- t - .•-- n"rt '>U .^ n IP NO Z-11)LIEN.CRECY.CIS THIB•J.ELT^(IF YES,FlIJ REQUIRED)YESLD I400 N - ffiD LIE OLDER FIIMN;.lnr IJBIMDN HUTABER: �` 2M JENHO.DER fUaitt cn S R ET c l CITV ST)TE bP tl Jul. 2. 2013 1 : 31PM P;NC Bank No. 2432 P. 1i2 P I;. July 2,2013 Denise M Long James Smith Dietterick& Con PO Box 650 Hershey,PA 17033 RE: Name: Mary Virginia Miller SSN: 159-24-9163 DOD: 05!19/2013 Dear Ms.Long: In response to your request for Date of Death(DOD)balances for the customer noted above, our records show the following: Checi ing Account Account#5070075916 Established: 02/28/2007 MARY VIRGINIA MILLER.LIVING T'R MARY VIRGINIA MILLER LINCOLN S MILLER TTEES URTAD 11/28/2006 DOD balance: S 14,016.91 +0.02 accrued interest Interest paid 01/01/2013 thru 05/19/2013 $ 0.46 YTD Savings Account Account#5030125747 Established: 08/25/1988 MARY VIRGINIA MILLER LIVING TR MARY VIRGINIA MILLER LINCOLN S MILLER TTnS URTAD 11!282006 DOD balance: S 204,130.52 t 2.01 accrued interest Interest paid 01/01/2013 thru 05/19/2013 $ 74.96 YTD Safe Deposit Boy The decedent maintained safe deposit box# 00272 MARY VIRGINIA MILLER Located at: Mechanicsburg Branch 2 E.Main St Mechanicsburg, PA 17055 717-691-4011 Page 1 of 2 Jul. 2. 2013 1 :31 PM PNC Bank No. 8432 P. 2i2 Please note that this office provides date of death balances for deposit accounts (IRAs,CDs, Checking and Savings). We do.not process any financial transactions or provide statements. If you need assistance with any of these items,please call I-888-PNC-BANK(1-888-762-2265)or stop by your local PNC Bank branch office. Sincerely, National Financial Services Center PNC Bank,N.A. Member FDIC 77iis message is intended for the use of the individual or entity to which it is addressed and may . contain information that is privileged, confidential and exempt from disclosure under applicable low. If the reader of this message is nor the intended recipient or the employee or agent responsible for delivering this message to the intended recipient,you are hereby notified that any dissemination, distribution or copying of this communications is strictly prohibited. IJyou have received this communication in error,please notify me immediately by reply or by telephone at 800-762-1775 and immediately destroy this foxed document. Page 2 of 2 A. Settlement Statement (HUD-1) OMB Approval No.2502-0265 1.❑FHA 1❑RHS 3.❑X Conv.Unins. 6.File Number: 7.Loan Number. S.Mortgage Insurance Case Number. 13402 6800747597 4.❑VA 5.❑Conv.Ins. C.Note:This form is furnished to give you a statement of actual settlement costs.Amounts paid to and by the settlement agents are shown Items marked "(p.o.c)"were paid outside the closing;they are shown here for informational purposes and are not included in the tolats D.Name&Address of Borrower. E.Name&Address of Seller: F.Name&Address of Lender. Joann M.Wingert Mary Virginia Miller Living Trust Members lst FCU _ 2901 Society Hill Drive,Apt.105,Camp Hill,PA 17011 603 Cocklin Street,Mechanicsburg,PA 17055 5000 Louise Drive,Mechanicsburg,PA 17055 G.Property Location: H.Settlement Agent: I.Settlement Date:1 0/2 02 01 3 603 Cocklin Street 1st Advantage Settlement Services Inc. Disbursement Date:101282013 Mechanicsburg,PA 17055 6375 Mercury Drive,Suite 102,Mechanicsburg,PA 17050 Mechanicsburg Borough Telephone:717-591-7755 Fax:717-591-7756 Place of Settlement T'dle ress 6375 Mercury Drive,Suite 102,Mechanicsburg,PA 17050 Prince 1 0/2212013 at 3:22 pm 1byVW 111L 'FurrPI-1117112w, 100. Gross Amount Due from Somower 400, Gross Amount Due to Seller 101. Contract sales puce 205,000.00 401. Contract sales price 205,000.00 102. Personal property 402. Personal property 103. Settlement charges to borrower(me 1400) 4,924.86 403. 104, 404. 105. 405. Adjustments for items paid by seller in advance Adjustments far items paid h seller in advance 106. Cityttown taxes to 406. C'Vft wn taxes to 107. County taxes 10/20013 to 1213112013 168.32 407. County taxes 1012812013 to 12/3112013 168.32 108, School Taxes 1012812013 to 0613012014 1,532.81 408. School Taxes 1012812013 to 06/3012014 1,532.61 109. 4th Qtr SevenTrash 101282013 to 1213112013 89.02 409. 4th Otr Smw/Tmsh 10,2812013 to 123112013 89.02 110. 410. 111. 411. 112. 412, 120. Gross Amount Due from Borrower 211,715.01 420. Gross Amount Due to Seller 206,790.15 20D. Amounts Paid by or in Behalf of Borrower 500. Reductions In Amount Due to Seller 201. Deposit oreammi money 2,000.00 501. Excess deposit(sea instmctions) 202 Principal amount of new low(s) 130,000.00 502. Settlement charges to seller(line 1400) 6,336.00 203. &is8n Io s taken subject to 503. Existing loans taken subject to 204. CreditforAppraisal 425.00 504. Payoff of first mortgage loan 205. 505, Payoff of second mortgage loan 206. 506. 207. 507. 208. 506. tog. 509. Adjustments for items unpaid by seller I Ad'usbnents for items unpaid b seller 210. Ciyhmvn taxes to 510. Cityttovm taxes to 211. County taxes to 511. County taxes to 212. School Taxes to 512 School Taxes to 213. 513. 214. 514. 215. 515. 216. 516. 217. 517. 218. 518. 219. 519. 220. Total Pad b Hor Borrower 132,425.00 520. Total Reduction Amount Due Seller 61336100 300. Cash at Settlement fromho Borrower 600. Cash at Settlement tolfrom Seller 301. Gross amount due from barower(line 120) 211,715.01 601. Gross amount due to seller(Ime 420) 208,790.15 302. Less amounts paid byBor borower(line220) 132,425.00 602 Less reductions in amount due seller(line 520) 6,336.00 303. Cash ❑X From ❑To Borrower 79,290.01 603. Cash ❑% To ❑ From Seller 200,454.15 g81gm.Wes�Ebplm�NneKNvaYO a+�e mNOinumm.NO mnfieenuuiry l:tsurze:uls d=;;nmsaa,°'li,u11a.Vmiopmiaeme w2n,o:nESa/.ewem,msmionMl',MO,nueonaurme ue " .w.m.memaa Previous editions are obsolete Page 1 of 4 HUD-1 700. Total Real Estate Broker Fees $4,150.00 Paid From Paid From Division of commission line 700 as follows: Borrower's Seller's 701, $0.00 to Funds at Funds at 702. $4,150.00 to RefMaxlsl Advamage Settlement Settlement 703. Commission paid at seteement 4,150.00 704. Commission to Re/Max lstAdvantage 800. hems Payable in Connection with Loan 801. Our origination charge (Includes Origination Point 0.000%or$0.00) $455.00 (from GFE#1) 802 Your credit or charge(points)for the specific interest rate chosen $ (from GFE#2) 803. Your adjusted origination charges (tram GFE A) 455.00 804. Appraisal fee to Members lst FCU (from GFE#3) 425.00 805. Credit report to (from GFE#3) 806. Tax service to from GFE AM 807. Flood certification to from GFE#3) 808. to 900. hems Required by Lender to be Paid in Advance 901, Daily interest charges from from 1012812013 to 1110111013 @$12.4658/day (from GFE#10) 49.86 902 Mortgage Ins,Premium for monthsto (from GFE#3) 903. Homeowners insurance far 1 yearstoMemberst1stIns.Sew. $579.00 P.O.C. (from GFE#11) 904, months to ham GFE#11) 1000, Reserves Deposited with Lender 1001. Inilial deposit for your escrow account (from GFE#9) 1002 Homeowners insurance months 0,$ 48.251month $ 1003.Mortgage Insurance months @$ 0.001nonth $ 1004.City Property Tae months $ 0.00lmonth $ 1005.County Property Tax months $ 78.771month $ 1006.Schad Taxes months $ 189.52(month $ 1 D07.Aggregate Adjustment $ 1100.Title Charges 1101.Title services and lenders title insurance from GFE#4 1,402.00 1102.Settlement or closing fee to E 1103.Owners ti0e insurance lfrom GFE#5) 375.00 1104. Lenders fide insurance $1,275.00 1105. Lenders the policy limit$130,000.00 Lenders Policy 1106. Owners title policy limit$205,000.00 Owners Policy 1107.Agent's portion of the total title insurance premium $1,338.75 1106. Underwriters portion of the total I fle insurance premium $311.25 1109. 1110.Tax Cerilficabon Fee to l stAdvantae Settlement S 10.00 1200.Government Recording and Transfer Charges 1201.Government recording charges $ (from GFE#7) 168.00 1202. Dead$67.00 Mod a e$101.00 Release$ 1203.Tansfertaxes $ (from GFE#B) 2,050.60 1204.CitylCounty taxlstamps Dead$2,050.00 Mortgage$ 1205.State Taxlstamps Deed$2,050.00 Mortgage$ 2,050.00 1206. Deed$ Mort a e$ 1207. $ 1300.Additional Settlement Charges 1301.Required services that you can shop for - (from GFE#6) 1302.Survey to $ 1303. to 1304.4th Qtr Sewer/bash to Mechanicsburg Borough 126.0 1305. to I I I a V III -�- MMBRMEW r 4,924.86 1 6,336.00 'Paid outside of dosing by(B)onower,(S)eller,(L)wder,(I)nvestor,Bro(IQer.-Credit by lender shown on page 1.-Credit by seller shown on page 1. Previous editions are obsolete Page 2 of 4 HUD-1 Comparison of Good Faith FWmate G and HUD?Charges Good Faith Estimdte - HUM Charges That Cannot Increase HUD-1LIne Number-- Our origination charge A SDI 455.00 455.00 Your credit or charge(golnts)for the specific interest rate chosen . ,R,602. 0.00 0.00 Your adjustedoriginatien charges p 803. 455.00 455.00 Transfer lazes 1203 2,050.00 2,050.00 Charges That in Total Cannot Increase there Than l0% Good Faith Estimate. HU61 Government recording charges p 1201 2313.00 168.00 Appraisal fee if 804 425.00 425.00 Credit report .p 805 OAO 0.00 R. R' R p .. 663.00 593.0) r b -70.OD or -10.5581% Charges That Can Change Good Faith Estimate HUD-I Initial deposilforyour escrow account R 1001 0.00 0.00 Dairy interest charges from p 901. $12.46 199.45 49.86 Homeowners Insurance A 903, 500.00 579.00 Title serri=and lenders title insurance A 1101 1,683.75 1,402.0D Owner's 88e Insurance - If 1103- 375.00 375.00 If Loan Terms Your Initial loan imcmt is 6130,OOODD Yoorloanielm is 15.years Your iniilal interest rate Is 3.5000% Your Initial monthly bmm M owed for principal,interesl,and any mortli E929M Includes insurance le .. Q principal _ ❑X Interest ❑Mnrflgage Insurance Can your interest rate rise? ❑X No. ❑Yes,It an rise to a maximum of %.The first change will be on I I and cm change again every years after I I . Every change date,your interest rates Increase or decease by %. Overlhe Red the ban,your interest rate is guaranteed to never be lover than %or higher than %. Even H you make payinm on time,can your loan balance dse7. ,' ❑X NO, ❑Yes,it Can dae to a mmaldmum of E Even ff you make paynrenis w ume,can ywr mont ily emmnt&edict ❑X No. ❑Yes,the first increase cm be on I I aid the morality principal,interest,and mortgage Insurance rise_? amount owed can rise to$ =- The madmum It an ever rise to Is8 Dees your loan have a p2Psyment penalty? ; .:_: ❑X No. ❑Yes,your madmum prepayment penalty is 8 Does your loan have a bafloom payment? " - ❑)C No. ❑Yes,you have a ba0con payment of E due in yearson I / Tool monthly amount algid IncNdmg escrow account paymerr., Q You do not have a monthly esays payment far Items,such as property taxes and homeowner's insurance You must pay these items duecly yourself. ❑You hare an additimal monthly escrow Payment Of$ that results In a IMM Initial monthly amount wed of$ .This Includes Rmcipal,Interest any mortgage Insurance and any Hems checked balmy. . - ❑property taxes ❑Haneewners insurance ❑Flood Insurance ❑ ❑ ❑ Note: If you have any questions about the Settlement Charges and Loan Terms listed on this form,please contact your lender. Previous editions are obsolete Page 3 of 4 HUD-1 -� HUD CERTIFICATION OF BUYER AND SELLER I have carefully reviewed the HUD-1 Settlement Statement and to the best of my knowledge and belief,R Is a true and accurate statement of all receipts and disbursements made on my account or by me In this transaction.I further certify that I have received a copy otme HUD-1 SetfiementStatement Joann M.W ge RY I GNIAI MILLER[LIVING TRUST The HUD-11 Settlement Statement which I have prepared is a true an accurate account of this transaction I have caused or will cause the funds to be disbursed in accordance with this statement SETTLE MENT A DATE WARNING.IT IS A CRIME TO KNOWINGLY MAKE FALSE STATEMENTS TO THE UNITED STATES ON THIS OR ANY SIMILAR FORM.PENALTIES UPON CONVICTION CAN INCLUDE A FINE AND IMPRISONMENT.FOR DETAILS SEE TITLE 18:U.S.CODE SECTION 1001 AND SECTION 1D10. Previous editions are obsolete Page 4 of 4 HUD-1 Name of Borrower. Name of Seller. File Number Joann M.Wingert Mary Virginia Miller Living Trust 13402 TttleExpmas Prepared 10/14/2013 at 2:11 pm Note: This page is furnished to give you an itemization of the amounts shown on Lines 1101 -Pald+FrOm -.P`ald FfORI_. 1103 and 1104 of the Settlement Statement(HUD-1).This page accompanies but is not a BOffOWErS �$B((BrS' part of the settlement statement. If a discrepancy exists,the information shown on the Funds at Fund$at-:- SettlementStatement(HUD-1)applies. SEtYl8f1'10ftf_ ._SBtt18R180tj? 1100:-Tale Charges -_ Amoudts iricludad 1101. Title services and lenders title insurance 1,402.00 a Wire In Fee $ 12.00 b.EmaltlDoc Copy Fee 50.00 c. Overnight Delivery Fee-Package 25.00 d.Notary Fee 40.00 $ 127.00 1102. SeNement or closing fee 1103. Owners 50e insurance (policy) $ 375.00 375.00 1104. Lenders title insurance (policy) 1,050.00 $ 1,275.00 a.Endorsement 900 EPL-Residen0al 50.00 It.Endorsement 100(No t lolation) 50.00 c. Endorsement 300 Survey 50.00 d.Closing Service Lefler 75.00 (Total 1103+1104) $ 1650.00 1105::1enderslle:policy.limit$130,000:00" - 1105..`Ownersutlepoll'y-lima 8205,000:00- -- 1407.`Agehfs pditidn6f 01e total ti0e ids`urence premmm $y 338 75 1108riUhoeivm'te23-pbNdh 6ftheiotal title insurahce'rem=z-_3=;"371:25:� ':+(Toia11107 1108)2Y-E i.fi5000' 1109. 1110. 1111. 1112. Bbrtower, 11001 Tide Cha-esiviBiP ee = -- _ -Chafe �POCmCredd __=Line1101 'i=-.Pard _ 1101. Title services and lenders Me insurance $ a.We In Fee to 1st Advantage Setilement Services Inc 12.00 12.00 b.EmaihDOc Copy Fee to 1st Advantage Setfiement Services Inc. 50.00 50.00 c.Ovemight Delivery Fee-Package to let Advantage Setilement Services Inc. 25.00 25.00 d.Noary Fee to Vickie Welker 40.00 40.00 1104. 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N N N N N N N N N N N N N O m 0 0 0 0 0 0 0 0 0 0 0 O O 0 0 0 0 0 0 0 0 0 oio 0 0l0 0 0 0l0 0 00 0 oom�m m ml Calculated Value of Your Paper Savings Bond(s) Page 1 of 1 Calculated Value of Your Paper Savings Bond(s) Calculator Results for Redemption Date 05/2013 Total Price Total Value Total Interest YTD Interest 500.00 $2,008.00 $1,508.00 $39.60 Bonds: 1-1 of 1 Serial Serves Denom Issue Next Final Issue Interest Note # a Interest Date Accrual Maturity Price Rate Value NA EE $1,000 10/1986;10/2013: 10/2016 $500.00 $1,508.00. 4.00% $2,008.00 Totals for 1 Bonds 500.00 1 508.00 $2,068M Notes NI Not Issued NE Not eligible for payment PS Includes 3 month interest penalty MA Matured and not earning interest http://www.treasurydirect.gov/BC/SBCPrice 8/20/2013 Law Offices of SAIDIS, SULLIVAN & ROGERS A PROFESSIONAL CORPORATION 635 NORTH 12 To STREET,SUITE 400 CARLISLE OFFICE: ROBERT C.SAIDIS LEMOYNE,PENNSYLVANIA 17043 26 WEST HIGH STREET DANIEL L.SULLIVAN TELEPHONE:(717)612-5800-FACSIMILIE(717)612-5805 CARLISLE,PA 17013 ELYSE E.ROGERS EMAIL:attorney@ssr-attorneys.com TELEPHONE:(717)243-6222 JOHN A.FEICHTEL www.ssr-attorneVs.com FACSIMILE:(717)243-6486 DEAN E.REYNOSA TODD F.TRUNTZ Of Counsel MARYLOU MATAS STEPHEN L.GROSE SEAN M.SHULTZ HANNAH WHITE-GIBSON REPLY TO LEMOYNE January 24, 2014 717-612-5801 ero eersGssn attorneys.com HAND-DELIVERED , M— � jo Register of Wills of Cumberland County m z L - v mar ry MM One Courthouse Square a z M r- o Carlisle, PA 17013 "= x o ° vC-� � m rt �l c� o n Re: Mary Virginia Miller ° � co r m File No: 21-13-0889 ? uri Dear Madam: Enclosed, for filing with your office, is an original and one copy of the Pennsylvania Inheritance Tax Return for the above-referenced decedent. Also enclosed is a check in the amount of$15 representing payment of the filing fee. Please timestamp and return the enclosed copy of this letter acknowledging receipt of the enclosures. If you have any questions or require additional information, please do not hesitate to contact me. Sincerely yours, %1? Elyse . Rogers cj r Enclosures cc: Lincoln S. Miller, Jr. Lynne Dee Hassler 0 to R V O cD W A c h Y CD w c � o `J now i n p Vtl ''00 ONV1839WIl1-3 i8nOO .SNVHdVO d0 MU310 7•�I 8Z lJd hZ NYr hi!� Sl d0 N31Sf03a d0 301 0fdd0 034iI003)3