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Home My WebLink About03-05-14 (3) 1 1505610143 �J REV-1500 Ex(°2-"' �; PA Department of Revenue y OFFICIAL USE ONLY p Pennsylvania County cone Year File Numher Bureau of Individual Taxes eE'"'T"WOFPe'ENOe PO 60x.280601 INHERITANCE TAX RETURN 21 13 0852 Harrisburg,PA 17128-0601 RESIDENT DECEDENT ENTER DECEDENT INFORMATION BELOW Social Security Number Date of Death Date of Birth 07 18 2013 05 20 1952 Decedent's Last Name Suffix Decedent's First Name MI LEE DAVID G - (If Applicable)Enter Surviving Spouse's information Below Spouse's Last Name Suffix Spouse's First Name MI LEE MARL' J Spouse's Social Security Number THIS RETURN MUST BE FILED IN DUPLICATE WITH THE REGISTER OF WILLS FILL IN APPROPRIATE OVALS BELOW r u 1. Original Return 2. Supplemental Return 3, Remainder Return(Date of Death Prior to 12-13-82) 4. Limited Estate 0 4a,Future Interest conyrromise 5. Federal Estate Tax Return Required (date of efeath after 12-12-82) �V g DecetlaC Died o T illera T pttacheCOpy ofT ust e living Trust O 8. Total Number of Safe Deposit Boxes (Attach Copy of Will) 1 1 9. Litigation Proceeds Received D 10.b.N.,Po 3191 re 01t o.pe f Death 1 f,Etection to tax under Sec.9113(A) t (Attach Schedule O) CORRESPONDENT-THIS SECTION MUST BE COMPLETED,ALL CORRESPONDENCE AND CONFIDENTIAL TAX INFORMATION SHOULD BE DIRECTED TO: Name Daytime Telephone Number JOHN M SMITH (717) 367 1370 4, REGISTER LtS US.xDNLY x'a - First Line of Address YZ, n .0 222 S MARKET STREET St7I cit Y' rrT-7'' . Second Line of Address PO BOX 267 X E FILED City or Post Office State ZIP Coda C=i. " 1 ELIZABETHTOWN PA 17022 Correspondent's e-mail address: Jsmith(c'0gskdlavv 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 preporer other than the personal representative Is based on all information of which prepater has any knowledge. SIGNATURE OF PERSON RESPONSIBLE FOR FILING R£T'URN DA r r ln� ufl��q L �'1i�I{ ,Limberly A Horton-Underwood ? ADDRESS 1656 Turn ike Road Elizabethtown, PA 17022 SIGNATU�THER T R ENTATIVE D TE John M.Smith ADDRESS 222 S arket Street, Suite 201, Elizabethtown, PA 17022 Side 1 1505610143 1505610143 �„� 1505610243 REV-1500 EX Decedent's Social Security Number oecedem's Nzm.. LEE, DAVID G. RECAPITULATION 1. Real Estate(Schedule A)....................................................................................... 1. 145 , 000 . 00 2. Stocks and Bonds(Schedule B)............................................................................. 2. 3. Closely Held Corporation, Partnership or Sole-Proprietorship(Schedule C)......... 3. 4. Mortgages&Notes Receivable(Schedule D)........................................................ 4. 5. Cash,Bank Deposits&Miscellaneous Personal Property(Schedule E)............... 5. 68 , 859 . 63 6. Jointly Owned Property(Schedule F) ❑ Separate Billing Requested............ 6. 203 . 28 7. Inter-Vivos Transfers&Miscellaneous h{oo,-Probate Property (Schedule G) a Separate Billing Requested............ 7. 83 , 780 . 40 8. Total Gross Assets (total Lines 1 through 7)........................................................ 8, 297 , 843 . 31 9. Funeral Expenses and Administrative Costs(Schedule H).. 9. 32 , 956 . 26 10. Debts of Decedent,Mortgage Liabilities and Liens(Schedule 1)............................ 10. 3 , 450 . 38 11, Total Deductions(total Lines 9 and 10)................................................................ 11. 36 , 406 . 64 12. Net Value of Estate(Line 8 minus Line 11).......................................................... 12. 261 , 436 . 67 13, Charitable and Governmental Bequests/Sec 9113 Trusts for which an election to tax has not been made(Schedule J)........................ .................__ 13. 14. Net Value Subject to Tax(Line 12 minus Line 13)............................................... 14. 261 , 436 . 67 TAX COMPUTATION-SEE INSTRUCTIONS FOR APPLICABLE RATES 15. Amount of Line 14 taxable at the spousal tax rate,or transfers under Sec.9116 (a)(1.2)X.00 261 r 282 . 59 15. 0 . 00 16. Amount of Line 14 taxable at lineal rate X .045 154 . 08 16. 6 . 93 17. Amount of Line 14 taxable at sibling rate X.12 0 . 00 17. 0 . 00 18. Amount of Line 14 taxable 0 . 00 18. 0 . 00 at collateral rate X.15 19. TAX DUE................................................................................................................ 19. 6 . 93 20. FILL IN THE OVAL IF YOU ARE REQUESTING A REFUND OF AN OVERPAYMENT. El Side 2 L 1505610243 1505610243 J REV-1500 EX Page 3 File Number 21-13-0852 Decedent's Complete Address: DECEDENTS NAME LEE, DAVID G. STREETADDRESS 7032 Wertzville Road CITY STATE ZIP Mechanicsburg PA 17050 Tax Payments and Credits: 1. Tax Due(Page 2,Line 19) (1) 6.93 2. Credits/Payments A. Prior Payments S. Discount 0.00 Total Credits(A +B) (2) 0.00 3. Interest (3) 4, If Line 2 is greater than Line 1 +Line 3,enter the difference. This is the OVERPAYMENT. (4) Check box on Page 2,Line 20 to request a refund 5. If Line 1 +Line 3 is greater than Line 2,enter the difference. This is the TAX DUE. (5) 6.93 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;............................................................................... x b. retain the right to designate who shall use the property transferred or its income;.................................. x c. retain a reversionary interest;or............................................................................................................... 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?.................................................................................................................... ❑ ❑x 3. Did decedent own an"in trust far" or payable upon death bank account or security at his or her death?....... ❑x ❑ 4. Did decedent own an individual retirement account,annuity,or other non-probate property which ❑ ❑ contains a beneficiary designation?.................................................................................................................. IF THE ANSWER TO ANY OF THE ABOVE QUESTIONS IS YES,YOU MUST COMPLETE SCHEDULE G AND FILE IT AS PART OF THE RETURN. For dales 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 January 1,1995,the tax rate imposed on the net value of transfers to or for the use of the surviving spouse is 0 percent 172 P.S.§9116(a)(1.1)(ii)]. The statute does not exempt a transfer to a surviving spouse from tax,and the statutory requirements for disclosure of assets and filing a tax return are still applicable even if the surviving spouse is the only beneficiary. For dates of death on or after July 1,2000: • The lax rate imposed on the net value of transfers from a deceased child 21 years of age or younger at death to or for the use of a natural parent,an adoptive parent,or a stepparent of the child is 0 percent 172 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 beneflciades 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-1502 EX-(01-10) SCHEDULE A pennsylvania REAL ESTATE DEPARTMENT OF REVENUE INHERITANCE TAX RETURN RESIDENT DECEDENT ESTATE OF FILE NUMBER LEE, DAVID G. 21-13-0852 All real property owned solely or as a tenant in common must be reported at fair market value.Fair market value is defined as the price at which property would be exchanged between a willing buyer and a willing seller,neither being compelled to buy or sell,both having reasonable knowledge of the relevant facts. Real property that is jointly-owned with right of survivorship must be disclosed on schedule F. - Attach a copy of the settlement sheet if the property has been sold Include a copy of the deed showing decedent's Interest if owned as tenant in common. ITEM VALUE AT DATE NUMBER DESCRIPTION OF DEATH 1 Real estate-located at 7032 Wertzville Road, Mechanicsburg, PA 17050, gross sale price 145,000.00 TOTAL(Also enter on Line 1, Recapitulation) 145,000.00 (If more space is needed,additional pages of the same size) Copyright(c)2010 form software only The Lackner Group, Inc. Form PA-1500 Schedule A(Rev. 01-10) Rev-1508 EX-(11-10) SCHEDULE E Pennsylvania CASH, BANK DEPOSITS; & MISC. DEPARTMENT OF REVENUE INHERITANCE TAX RETURN PERSONAL PROPERTY RESIDENT DECEDENT ESTATE OF FILE NUMBER LEE DAVID G. 21-13-0852 Include the proceeds of litigation and the date the proceeds were received by the estate. All property jointly-owned with the night of survivorship must be disclosed on schedule F. ITEM VALUE AT DATE NUMBER DESCRIPTION OF DEATH 1 AmeriChoice Federal Credit Union Money Market Account#33212-0018-which includes 14,247.19 accrued interest of$12.38 2 Difference in the decedent's AmeriChoice account-from date of death ($14,247.19)to 148.26 closing($14,395.45) 3 HSBC Invest Certificate of Deposit Account#5ZV-087316 15,005.00 4 Member's 1st Federal Credit Union Certificate of Deposit 10,139.22 5 Personal property-gross proceeds sold at auction, includes the sale of the 2009 Nissan 28,724.75 6 Prorated taxes at real estate settlement 595.21 TOTAL(Also enter on Line 5, Recapitulation) 68,859.63 (If more space is needed,additional pages of the same size) Copyright(c)2010 form software only The Lackner Group, Inc. Form PA-1500 Schedule E(Rev. 11-10) Rev-1509 EX.(01-10) Pennsylvania SCHEDULE F DEPARTMENT OF REVENUE JOINTLY-OWNED PROPERTY INHERITANCE TAX RETURN RESIDENT DECEDENT ESTATE OF FILE NUMBER LEE DAVID G. 21-13-0852 If an asset was made joint within one year of the decedent's date of death,It must he repoRed on schedule G. SURVIVING JOINT TENANT(S)NAME ADDRESS RELATIONSHIP TO DECEDENT A. Mary J. Lee 7032 Wertzville Road Spouse Mechanicsburg, PA 17050 B. C. JOINTLY OWNED PROPERTY: ' DESCRIPTION OF PROPERTY ads OF DATE OF DEATH ITEM LETTER DATE INCLUDE NAME OF FINANCIAL INSTITUTION AND BANK ACCOUNT DATE OF DEATH DECD'S DECEDENT'S INTEREST FOR JOINT MADE NUMBER OR SIMILAR IDENTIFYING NUMBER.ATTACH DEED FOR VALUE OF ASSE INTEREST TENANT JOINT JOINTLY-HELD REAL ESTATE. 1 A 05/05/2001 AmeriChoice FCU Regular Savings Account 406.56 50.000% 203.28 #33212 -joint with the decedent's spouse, Mary Lee TOTAL(Also enter on Line 6, Recapitulation) 203.28 (If more space is needed,additional pages of the same size) Copyright(c)2010 form software only The Lackner Group, Inc. Form PA-1500 Schedule F(Rev.01-10) Rov-1510 EX.(08-09) SCHEDULE G Pennsylvania INTER-VIVOS TRANSFERS AND DEPARTMENT OF REVENUE INHERITANCE TAX RETURN MISC. NON-PROBATE PROPERTY RESIDENT DECEDENT ESTATE OF FILE NUMBER LEE DAVID G. 21-13-0852 This schedule must be completed and filed if the answer to any of questions 1 through 4 on page three of the REV-1500 is yes. ITEM DESCRIPTION OF PROPERTY DATE OF DEATH A of DECD'S EXCLUSION TAXABLE NUMBER THE DATE ONAME RANSFER SATTACH A CIORPY OF TIDE DEED FOR TATE. VALUE OF ASSET INTEREST (IF APPLICABLE) VALUE 1 Thrivent Financial For Lutherans IRA Annuity- 62,440.95 100.000% 62,440.95 Contract#LC4835798 payable to the decedent's spouse, Mary Jane Lee 2 issued 01/1991 payable on death to Derek J. Lee 77.04 100.000% 77.04 3 issued 1111990 payable on death to Brian D. Lee 77.04 100.000% 77.04 4 David G. Lee Living Trust-consisting of the following 21,185.37. 100.000% 21,185.37 assets: Member's 1st Federal Credit Union Regular Savings Account#132587-00 which includes accrued interest of$0.00 to date of death -$5.00 Member's 1st Federal Credit Union Investment Savings#132587-05 which includes accrued interest of$0.30 to date of death-$4,906.84 Member's 1st Federal Credit Union Certificate of Deposit#13258745 which includes accrued interest of$4.58 to date of death-$10,134.64 New Cumberland Federal Credit Union Money Market- $4,829.99 New Cumberland Federal Credit Union Primary Shares _$5.00 New Cumberland Federal Credit Union Share Drafts- $1,303.90 TOTAL(Also enter on Line 7, Recapitulation) 83,780.40 (If more space is needed,additional pages of the same size) Copyright(c)2009 form software only The Lackner Group, Inc. Form PA-1500 Schedule G(Rev.08-09) REV-1511 EX-n0-09) Pennsylvania SCHEDULE H DEPARTMENT OF REVENUE FUNERAL EXPENSES AND RESIDENT ED RETURN ADMINISTRATIVE COSTS RESIDENT DECEDENT ESTATE OF FILE NUMBER LEE, DAVID G. 21-13-0852 Decedent's debts must be reported on Schedule I. ITEM DESCRIPTION AMOUNT NUMBER A. FUNERAL EXPENSES: See continuation schedule(s) attached 2,210.00 B. ADMINISTRATIVE COSTS: 1. Personal Representative's Commissions Name of Personal Representative(s) Kimberly A. Horton- Street Address 1656 Turnpike Road City Elizabethtown State PA zio 17022 Year(s)Commission Paid 10,250.00 See continuation schedule(s)attached 2. Attorney's Fees 10,250.00 See continuation schedule(s) attached 3. Family Exemption: (If decedent's address is not the same as claimant's,attach explanation) Claimant Street Address City State Do Relationship of Claimant to Decedent 4. Probate Fees 687.42 See continuation schedule(s) attached 5. Accountant's Fees 6. Tax Return Preparer's Fees 7. Other Administrative Costs 9,558.84 See continuation schedule(s) attached TOTAL(Also enter on line 9, Recapitulation) 32,956.26 Copyright(c)2009 form software only The Lackner Group, Inc. Form PA-1500 Schedule H(Rev. 10-09) SCHEDULE H FUNERAL EXPENSES AND ADMINISTRATIVE COSTS continued ESTATE OF FILE NUMBER LEE, DAVID G. 21-13-0852 ITEM NUMBER DESCRIPTION AMOUNT Funeral Expenses 1 Buse Funeral Home-funeral expenses 2,210.00 H-A 2,210.00 Personal Representative Commissions 2 Kimberly Ann Horton-Underwood-Executor fee 10,250.00 H-131 10,250.00 Attorney Fees 3 Gingrich, Smith, Klingensmith& Dolan -attorney fee 10,250.00 H-132 10,250.00 Probate Fees 4 Cumberland Law Journal -estate publication 75.00 5 Register of Wills - Letters Testamentary 408.50 6 Register of Wills-Short Certificates 25.00 7 The Sentinel -estate publication 178.92 H-134 687.42 Other Administrative Costs 8 Escrow-final closing costs 200.00 Copyright(c)2002 form software only The Lackner Group, Inc. Form PA-1500 Schedule H(Rev.6-98) SCHEDULE H FUNERAL EXPENSES AND ADMINISTRATIVE COSTS continued ESTATE OF FILE NUMBER LEE, DAVID G. 21-13-0852 ITEM NUMBER DESCRIPTION AMOUNT 9 John Carl Auction Service-expenses for the public sale 6,409.74 10 Real estate settlement charges-per attached HUD-1 2,949.10 H-67 9,5586.64 Copyright(c)2002 form software only The Lackner Group,Inc. Form PA-1500 Schedule H(Rev,6-98) Rev-1612 EX.112-08) SCHEDULE t pennsylvania DEDT$ OF DECEDENT, DEPARTMENT OF REVENUE INHERITANCE TAX RETURN MORTGAGE LIABILITIES AND LIENS RESIDENT DECEDENT ESTATE OF FILE NUMBER LEE, DAVID G. 21-13-0852 Report dabs incurred by the decedent prior to death that remained unpaid at the date of death,including unmlmbursed medical expenses. ITEM VALUE AT DATE NUMBER DESCRIPTION OF DEATH 1 DCM Services for Chase Bank-credit card 1,352.40 2 Milton S. Hershey Medical Center-medical bills 1,882.98 3 Penn Waste-trash bill 30.00 4 Pennsylvania Power& Light-electric bill 60.00 5 Silver Spring Ambulance&Rescue Assoc.-medical bill 125.00 TOTAL(Also enter on Line 10,Recapitulation) 3,45038 (If more space is needed,additional pages of the same size) Copyright(c)2008 form software only The Lackner Group,1nC. Form PA-1500.Schedule I(Rev. 12-08) REV 4513 EX.(01-10) pennsylvania SCHEDULE J DEPARTMENT OF REVENUE INHERITANCE TAX RETURN BENEFICIARIES RESIDENT DECEDENT ESTATE OF FILE NUMBER LEE, DAVID G. 21-13-0852 NAME AND ADDRESS OF RELATIONSHIP TO SHARE OF ESTATE AMOUNT OF ESTATE NUMBER PERSON(S)RECEIVING PROPERTY oDECEDENT s (Words) ($$$)Not List TAXABLE DISTRIBUTIONS [include outright spousal I• distributions,and transfers under Sec.91 16 a 1.2 Lee Living Trust, Wo Kimberly Ann Horton- Trust Entire Residue Underwood,Successor Trustee 1656 Turnpike Road Elizabethtown, PA 17022 Total Enter dollar amounts for distributions shown above on lines 15 through 18 on Rev 1500 cover sheet,as aDDrODr iate. NON-TAXABLE DISTRIBUTIONS: II. A.SPOUSAL DISTRIBUTIONS UNDER SECTION 9113 FOR WHICH 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 Copyright(c)2010 form software only The Lackner Group, Inc. Form PA-1500 Schedule J(Rev. 01-10) Last Will Of DAVID G. LEE I, DAVID G. LEE, the Testator, also known as DAVID GRANT LEE, 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 currently married to MARY J. LEE, and all references to my spouse in this will are to MARY J. LEE. Section 2. Children a. The names and birth dates of my children are: Name Birth Date BRIAN DAVID LEE November 8, 1980 DEREK JAMES LEE January 20, 1984 All references to my children in this will are to this child only and any children subsequently born to or adopted by me. b. Guardians of my minor children: I appoint the following to be the Guardian(s) of the person and estate of each of my minor children: KIMBERLY ANN HORTON-UNDERWOOD 1 If any of the above named Guardian(s) is unable or unwilling to serve for any reason, the next successor Guardian shall serve in the order of priority listed until the list has been exhausted. Unless otherwise specified, if Co-Guardians are serving, the next following named successor Guardian shall serve only after all of the Co-Guardians cease to act as Guardians. 2 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: MARY J. LEE KIMBERLY ANN HORTON-UNDERWOOD 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 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 applicable state statutes which provide for independent administration of estates. 3 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 Unified 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 Truster known as: The LEE LIVING TRUST dated and any amendments thereto. I executed said trust prior to the execution of this 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 will, or as thereafter amended. 4 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 addition 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. 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. 5 Article Five General Provisions Section 1. No Contest Clause If any person or entity other than me singularly or in conjunction with any other person or entity, directly or indirectly, contests in any court the validity of this will including any codicils thereto, then the right of that person or entity to take any interest in my estate shall cease and that person (and his or her descendants) or entity shall be deemed to have predeceased me. Section 2. Captions The captions of Articles, Sections and Paragraphs used in this will are for convenience of reference only and shall have no significance in the construction or interpretation of this will. Section 3. Severability Should any of the provisions of this 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 will. Section 4. Governing Law This will shall be construed, regulated and governed by and in accordance with the laws of the Commonwealth of Pennsylvania. 6 I signed this, my last will, on 1W DAVID G. LEE ATTESTATION CLAUSE On this DAVID G. LEE, Testator, personally Published and Declared the foregoing instrument, as and for his Last Will and Testament, in the presence of each of us and all of us together, who, at his request, in his 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 he executed the foregoing instrument he was of sound mind and memory, of lawful age, and did so execute it as his own free act and deed and not under the constraint or undue influence of any person. Witness-` Street address 'C',` t `r1i City, State, Zip Witness Street-address City, State, Zip 7 Acknowledgment Commonwealth of Pennsylvania County of Cumberland I,DAVID G. LEE, the Testator, whose name is signed to the attached or foregoing instrument, having been duly qualified according to law, do hereby acknowledge that 1 signed and executed the instrument as my Last Will; and that I signed it willingly and as my free and voluntary act for the purposes therein expressed. Sworn to or affirmed and acknowledged before me by DAVID G. LEE, the Testator, on this DAVID G. LEE Signature of o icer orb ttor ;'Seal and official cap rty o— officer or state of admission of attorney Notarial Seal John D.Grigsby,Notary Public - - Shrewsbury Twp.;York County My Commission Ezpi es Oct.1,2001 8 Affidavit Commonwealth of Pennsylvania County of Cumberland We r t 1 P 3r %`"+ li the witnesses whose names are signed to the-attached or foregoing instrument, being duly qualified according to law, do depose and say that we were present and saw the Testator sign and execute the instrument as his Last Will; that the Testator signed willingly and executed it as his free and voluntary act for the purposes therein expressed; that each subscribing witness in the hearing and sight of the Testator signed the will as a witness; and that to the best of our knowledge the Testator was at the time 18 or more years of age, of sound mind and under no constraint or undue influence. Sworn to or affirmed and subscribed to before me by ,i',r,;n;/-?,��f�f (��'7/rr�L��'�'u�ari(1 witnesses, on this V Signature of officer or attorney Seal and official capacity of officer or state of admission of attorney 9 This LIVING TRUST prepared for DAVID G. LEE and MARY J. LEE John D. Grigsby Attorney At Law 60 E. Forrest Avenue Shrewsbury, PA 17361 (717) 235-4050 FAX (717) 235-3555 a John D. Grigsby All Rights Reserved 3 F LEE LIVING TRUST Table of Contents Article One Trust Creation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1 1 Article Two The Trust Estate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2-1 Article Three Appointment of Trustees. . . . . . . . . . . . . . . . . . . . . . . . . . 3-1 Article Four Trustors' Lifetime Rights. 4-1 Article Five Administration at Death of First Trustor . . . . . . . . . . . . . . . 5-1 Article Six Specific Distributions of Trust Property . . . . . . . . . . . . . . . . 6-1 Article Seven Division into Survivor's Share and Family Share. . . . . . . . . . . . 7-1 Article Eight The Survivor's Trust. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8-1 i Article Nine The Family Trust . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9-1 Article Ten Common Pot Trust . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10-1 Article Eleven Division and Distribution of Trust Property. . . . . . . . . . . . . . 11-1 Article Twelve Distribution If No Designated Beneficiaries. . . . . . . . . . . . . . 12-1 Article Thirteen Trustee Administration . . . . . . . . . . . . . . . . . . . . . . . . . . 13-1 Article Fourteen Trustee Powers 14-1 Article Fifteen General Provisions. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15-1 i LEE LIVING TRUST Article One Trust Creation Section 1. Parties to Our Trust Our Trust Agreement, dated is made between DAVID G. LEE, the Husband Trustor, also known as DAVID GRANT LEE, and MARY J. LEE, the Wife Trustor, also known as MARY JANE LEE (collectively referred to as "Trustors"), and the following Initial Trustees: DAVID G. LEE MARY J. LEE Section 2. Name of Our Trust Our Trust may be referred to as the: LEE LIVING TRUST, dated The formal name of our Trust and the designation to be used for the transfer of title to the name of our Trust is: DAVID G. LEE and MARY J. LEE, Trustees, Or their successors in trust, under the LEE LIVING TRUST, dated and any amendments thereto. Section 3. Revocable Living Trust Our Trust is a revocable trust. Section 4. Trustors as Trustees Unless otherwise provided in our Trust Agreement, when either one of us is serving as Trustee under our Trust, that Trustee may conduct business and act on behalf of our Trust without the consent of any other Trustee. Any Trustor acting under this Section 4 may only deal with the other Trustor's Contributive Share in a fiduciary capacity. - - 1-1 Section 5. Creation of IRC Section 401(a)(9) Irrevocable Trust Notwithstanding any other provision of our Trust Agreement, the Retirement Subtrust of any Trust described in Article Seven is hereby deemed to be irrevocable upon execution of our Trust Agreement. Any such irrevocable subtrust shall remain unfunded until funded pursuant to a Beneficiary Designation. Section 6. Our Family Unless specifically provided otherwise elsewhere in our Trust Agreement and in expansion of the provisions of Section 14.b of Article Fifteen, all references to "our children" are to all of the children later identified in this Section 6, but only to those children and any children born to or adopted by us subsequent to the execution of our Trust Agreement. a. Our Children We have no living children. b. Husband's Children The names and birth dates of the children of Husband Trustor, DAVID G. LEE, are as follows: Name Birth Date BRIAN DAVID LEE November 8, 1980 DEREK JAMES LEE January 20, 1984 C. Wife's Children The names and birth dates of the children of Wife Trustor, MARY J. LEE, are as follows: Name Birth Date EUGENE KENNETH HORTON Nov. 24, 1959 KIMBERLY ANN HORTON-UNDERWOOD July 12, 1966 SCOTT KELLY HORTON April 23, 1969 1-2 —, Article Two The Trust Estate Section 1. Initial Transfer of Property We hereby assign, convey, transfer and deliver to our Trustee all property set forth on Schedules "A", "B" and "C", attached hereto, and made part of our Trust Estate. Our Trustee acknowledges receipt of all assets listed on the attached Schedules. All assets titled in the name of our Trust or in the name of our Trustee, but not listed on Schedules "A", "B" or "C", shall be considered a part of our Trust Estate as if they had been set forth on the attached Schedules. Each Trustor acknowledges and understands the nature of each Trustor's property as community property, quasi-community property, tenancy in common property or separate property. Section 2. Additional Transfers to Trust We, or any other person or entity, may transfer or devise to our Trustee additional assets, real or personal, and may name our Trustee as the beneficiary of life insurance policies, annuities, retirement plans or similar contracts. Such assets, policies and proceeds, upon acceptance by our Trustee, shall be a part of our Trust Estate, subject to all the terms of our Trust Agreement. Section 3. Character of Trust Assets All community property, quasi-community property, tenancy in common property and separate property transferred by a Trustor into our Trust shall retain its character as community property, quasi-community property, tenancy in common property, or separate property. All such property transferred by a Trustor, and income thereon or withdrawals thereof, shall be such Trustor's separate Contributive Share of our Trust Estate. Section 4. Acceptance of Trust Property All property transferred to our Trust and accepted by our Trustee shall be held, administered and distributed according to the terms of our Trust Agreement. 2-1 F� Section 5. Trust Property Schedule The trust property transferred to our Trust is set forth on the following Schedules: Schedule "A" Tenancy in Common Property, Community Property and Quasi- Community Property of Husband and Wife Schedule "B" Separate Property of Husband Schedule "C" Separate Property of Wife 2-2 Article Three Appointment of Trustees Section 1. Definition of Trustee All uses of the word "Trustee" in our Trust Agreement shall be deemed a reference to the person or entity then serving as Trustee and shall include alternate or Successor Trustees or Co-Trustees, unless the context requires otherwise. Section 2. Resignation of a Trustee Any Trustee may resign at any time without court approval by giving written notice to each then living and competent Trustor. If neither of us is then living and competent, written notice shall be given to our next Successor Trustee; or if there is no next Successor Trustee, to the beneficiaries then entitled to receive income or principal distributions under our Trust Agreement, to their respective Personal Representatives, or if any of such beneficiaries then be a minor, to the persons having the care or custody of any such minor. Such resignation shall be effective upon the appointment of a Successor Trustee. Section 3. Removal of a Trustee Any Trustee may be removed under our Trust Agreement as follows: a. While We Are Both Alive and Competent While we are both alive and competent, and if we both agree, we shall have the right to remove or replace any other Trustee appointed under our Trust Agreement at any time without cause. b. While One of Us Is Alive and Competent After the death or incapacity of one of us, the surviving competent Trustor may add a Trustee or remove or replace any other Trustee appointed under our Trust Agreement at any time without cause. C. Removal by Others After the death or incapacity of both of us, any Trustee may be removed at any time for cause by a majority vote of the beneficiaries then entitled to receive 3-1 income or principal distributions under our Trust Agreement or their respective Personal Representatives. d. Notice to Removed Trustee Written notice of removal under our Trust Agreement shall be effective immediately when signed by the person or persons authorized to make the removal and delivered to our'Trustee personally or three business days after mailing by certified mail, return receipt requested. The written notice removing a Trustee shall identify the Successor Trustee. e. Transfer of Trust Property The Trustee so removed shall promptly transfer and deliver to the Successor Trustee all property of our Trust under the removed Trustee's possession and control. Section 4. Designated Successor Trustees Subject to the provisions of Section 3 of this Article, whenever a Trustee is removed, dies, resigns, becomes incapacitated, or is otherwise unable or unwilling to serve, the vacant Trustee position shall be filled as follows: a. Vacancy in Position of Trustee While We Are Both Alive and Competent We may serve as the only Trustees, or we may name any number of Trustees to serve with us. If any of these other Trustees subsequently fails or ceases to serve as a Trustee for any reason, we may or may not appoint another to fill the vacancy as we both agree. b. Vacancy in Position of Trustee While One of Us Is Alive and Competent If only one of us is living and competent and a Trustee position becomes vacant, then that one of us may or may not appoint another to fill the vacancy. C. Incapacity Trustees of DAVID G. LEE If DAVID G. LEE becomes incapacitated while serving as an Initial Trustee, he shall be replaced by the following Incapacity Trustee(s): MARY J. LEE 3-2 If, for any reason, any Incapacity Trustee named above is unable or unwilling to serve, the following Successor Incapacity Trustee(s) shall serve in the priority listed until the list has been exhausted. Unless otherwise specified, if Co-Incapacity Trustees are serving, the next following named Successor Incapacity Trustee(s) shall serve only after all of the Co-Incapacity Trustees cease to act as Trustees: KIMBERLY ANN HORTON-UNDERWOOD d. Incapacity Trustees of MARY J. LEE If MARY J. LEE becomes incapacitated while serving as an Initial Trustee, she shall be replaced by the following Incapacity Trustee(s): DAVID G. LEE If, for any reason, any Incapacity Trustee named above is unable or unwilling to serve, the following Successor Incapacity Trustee(s) shall serve in the priority listed until the list has been exhausted. Unless otherwise specified, if Co-Incapacity Trustees are serving, the next following named Successor Incapacity Trustee(s) shall serve only after all of the Co-Incapacity Trustees cease to act as Trustees: KIMBERLY ANN HORTON-UNDERWOOD e. Death Trustees Of DAVID G. LEE Upon the death of DAVID G. LEE, he or his Incapacity Trustee, if either is then serving as Trustee, shall be replaced by the following Death Trustee(s): MARY J. LEE If, for any reason, any Death Trustee named above is unable or unwilling to serve, the following Successor Death Trustee(s) shall serve in the priority listed until the list has been exhausted. Unless otherwise specified, if Co-Death Trustees are serving, the next following named Successor Death Trustee(s) shall serve only after all of the Co-Death Trustees cease to act as Trustees: KIMBERLY ANN HORTON-UNDERWOOD f. Death Trustees of MARY J. LEE Upon the death of MARY J. LEE, she or her Incapacity Trustee, if either is serving as Trustee, shall be replaced by the following Death Trustee(s): 3-3 DAVID G. LEE If, for any reason, any Death Trustee named above is unable or unwilling to serve, the following Successor Death Trustee(s) shall serve in the priority listed until the list has been exhausted. Unless otherwise specified, if Co-Death Trustees are serving, the next following named Successor Death Trustee(s) shall serve only after all of the Co-Death Trustees cease to act as Trustees: KIMBERLY ANN HORTON-UNDERWOOD Section 5. Definition of Incapacity A Trustee shall be considered incapacitated in the event that such Trustee has been determined to be legally incompetent by a court of competent jurisdiction; has been certified by two licensed physicians to be unable to properly handle his or her own affairs by reason of physical illness or mental illness; or otherwise is unable freely to communicate for a period of 90 days. Section 6. No Designated Successor Trustees If at any time there is no Trustee acting under our Trust Agreement and there is no person or institution designated and qualified as a Successor Trustee, a majority of the beneficiaries then eligible to receive distributions of income or principal under our Trust Agreement, or their Personal Representatives, shall appoint a Successor Trustee. If any trust existing under our Trust Agreement lacks a Trustee and no successor is appointed pursuant to this Article, the vacancy shall be filled by a court of competent jurisdiction. Section 7. Responsibility of Successor Trustees Other than amending or revoking our Trust, a Successor Trustee shall have the same rights, powers, duties, discretions and immunities as if named as Initial Trustee under our Trust Agreement. No Successor Trustee shall be personally liable for any act, or failure to act, of any predecessor Trustee or shall have any duty to examine the records of any predecessor Trustee. A Successor Trustee may accept the account rendered and the property delivered by, or on behalf of, a predecessor Trustee as a full and complete discharge of the duties of the predecessor Trustee without incurring any responsibility or liability for doing so. 3-4 Article Four Trustors' Lifetime Rights Section I. Income and Principal a. Right to Trust Income and Principal During our joint lifetimes, our Trustee shall pay to, or apply for, the benefit of a Trustor all or part of the income and principal of such Trustor's respective Contributive Share as such Trustor may direct. b. Trustee Liability Upon any distribution of the income or principal of a Trustor's Contributive Share of our Trust Estate authorized or directed by such Trustor, our Trustee shall incur no liability to the other Trustor in respect of such distribution; shall be under no obligation to seek the approval, verification or concurrence of the other Trustor to such distribution; and shall have no responsibility for the application of any distribution made in the name of a Trustor. C. Accounting Our Trustee shall retain reasonable records sufficient under the circumstances to prevent commingling of Contributive Shares. Section 2. Trustors' Rights During Incapacity a. Definition of Incapacity A Trustor shall be considered incapacitated in the event that such Trustor has been determined to be legally incompetent by a court of competent jurisdiction; has been certified by two licensed physicians to be unable to properly handle his or her own affairs by reason of physical illness or mental illness; or otherwise is unable freely to communicate for a period of 90 days. Notwithstanding any other provision of our Trust Agreement, if a Trustor becomes incapacitated it is nevertheless conclusively presumed that such Trustor intends to return home. 4-1 b. Income and Principal Distributions Our Trustee, during the period of a Trustor's incapacity, shall pay to, or apply for, such Trustor's benefit as much of the net income and principal of such Trustor's Contributive Share as our Trustee, in our Trustee's discretion, shall deem necessary or advisable. C. Income and Principal Distribution for Non-incapacitated Trustor If directed by an incapacitated Trustor's Attorney-in-Fact, after making payments . authorized under Section 2.b of this Article, during the period of such a Trustor's incapacity our Trustee shall pay to, or apply for, the benefit of the other Trustor as much of the incapacitated Trustor's Contributive Share as our Trustee, in our Trustee's discretion, shall deem necessary or advisable, from time to time, for the other Trustor's health, education, maintenance and support, taking into consideration such Trustor's other income or resources. d. Tax and Government Benefits Planning During our joint lives, should either or both of us become incapacitated, our Trustee shall cooperate in tax and government benefits planning with the incapacitated Trustor's Attorney-in-Fact appointed under a durable power of attorney, but the primary concern of our. Trustee shall be for our welfare and i secondarily for such planning. Section 3. Right to Amend or Revoke Our Trust a. Power to Revoke and Amend While Both of Us Are Living Except as to any irrevocable Retirement Subtrust, while both of us are alive, we may at any time or times, by written notice filed with our Trustee, amend any provision hereof or revoke our Trust in whole or in part, provided, however, that each of us shall only hold the powers to amend or revoke as to each Trustor's respective Contributive Share in our Trust Estate; and each Trustor shall have the power to partition our Trust into separate trusts consisting of each Trustor's respective Contributive Share. b. Power to Revoke and Amend After Death of First Trustor Except as to any irrevocable Retirement Subtrust, after the death of the first of us, the Surviving Trustor may at any time amend, revoke or terminate, in whole or in part, the Survivor's Trust in which the Surviving Trustor has a general " 4-2 power of appointment. All other trusts shall become irrevocable and shall not be subject to amendment after the death of the first of us. C. Method to Revoke or Amend Any amendment or revocation of our Trust Agreement which affects a Trustor's Contributive Share of our Trust Estate shall be by a written instrument signed by the Trustor making the revocation or amendment and delivered to our Trustee. A copy of the instrument making the amendment or revocation as to a Trustor's Contributive Share shall also be delivered to the other Trustor. An exercise of the power of amendment substantially affecting the duties, rights and liabilities of our Trustee shall be effective upon our Trustee only if agreed to by our Trustee in writing. d. Delivery of Property After Revocation After any revocation with respect to a Trustor's Contributive Share, our Trustee shall promptly deliver the trust property to the Trustor or Trustors to the extent of each Trustor's Contributive Share of our Trust Estate. e. Trustee's Retention of Assets Upon Revocation In the event of a revocation of all or a part of a Trustor's respective Contributive Share, our Trustee shall be entitled to retain sufficient assets from such Trustor's Contributive Share to reasonably secure the payment of liabilities our Trustee has lawfully incurred in administering the revoking Trustor's Contributive Share of our Trust unless either of us indemnify our Trustee against loss or expense. Section 4. Exercise of Trustors' Rights and Powers by Others Any right or power that a Trustor could exercise under the terms of our Trust Agreement over such Trustor's respective Contributive Share may be exercised for and on behalf of such Trustor by any Attorney-in-Fact who, at the time of the exercise, is duly appointed and acting for such Trustor under a valid and enforceable power of attorney executed by that Trustor. Other than as provided in this Section 4, the powers of any Trustor under our Trust Agreement are personal to such Trustor and may not be exercised by any other person or entity. Section 5. Property Held as Nominee Subject at all times to the principle of our Trust Agreement that each Trustor's Contributive Share represents a segregated share of our Trust Estate, for administrative convenience it is «. 4-3 contemplated that certain assets may be added to our Trust Estate from time to time with the possession and control thereof retained by or redelivered to us. Notwithstanding such control or redelivery, such assets shall be assets of our Trust Estate and held by us as the nominee of our Trustee. During the period such assets are in our possession, they shall be subject to the following terms and conditions: a. We may receive directly and devote to our own use and benefit any dividends, interest, income, or proceeds or distributions from or upon such assets and neither we nor our Trustee shall have any duty of accounting to the other or to any other person with regard thereto. b. Any sale, exchange or other transfer of such assets by us shall constitute a withdrawal of such assets from our Trust Estate and our Trustee shall have no further interest therein or duties with regard thereto. Though not a condition precedent to any such withdrawal, we agree to notify our Trustee of all such withdrawals. C. We shall be responsible for reporting the income from such assets to the appropriate taxing authorities and our Trustee shall have no responsibility for including such income on any fiduciary returns prepared by our Trustee or for the preparation of any other government filing with respect thereto unless we duly notify our Trustee of such income items and a full and adequate accounting thereof is made and presented to our Trustee. i d. We shall protect and indemnify our Trustee against all losses, liabilities and expenses that may result directly or indirectly from our use, possession, management or control of such assets. e. Upon the death or incapacity of either of us, our Trustee shall remain entitled to the possession thereof and shall continue to have all the rights, powers and duties with respect to such assets that are granted to our Trustee herein. Our Trustee is not responsible for assets held by us as nominee. However, it is also understood that our Trustee shall use any reasonable and prudent means to secure possession of any trust assets of which our Trustee has knowledge. Our Trustee shall have no duty, accountability or responsibility to us or to any other person with respect to any assets of which our Trustee has no knowledge or of which our Trustee is unable to obtain possession and control. •• 4-4 Article Five Administration at Death of First Trustor Section 1. Trustee's Discretion to'Pay Debts and Taxes After the death of the first of us, unless other provision for payment has been made, our Trustee shall pay the Deceased Trustor's following expenses, debts, claims and taxes from the Deceased Trustor's Contributive Share: a. Final medical expenses and all funeral costs; b. Legally enforceable claims against the Deceased Trustor; C. Reasonable expenses of administration of our Trust attributable to the Deceased Trustor's Contributive Share and the Deceased Trustor's probate estate; d. Any allowances mandated by a court of competent jurisdiction to those dependent upon the Deceased Trustor; e. Any estate, inheritance, succession, generation skipping transfer, or similar taxes payable by reason of the death of the first of us; and f. Any penalties or interest on any of the above expenses, claims, debts or taxes owed by the Deceased Trustor or the Deceased Trustor's probate estate. Section 2. Payment by Our Trustee or Personal Representative Our Trustee, in our Trustee's discretion, may make distributions authorized under this Article either directly to the person or entities to whom payment is owed or to the Personal Representative of the Deceased Trustor's probate estate. Written statements by the Deceased Trustor's Personal Representative that such sums are due and payable by the estate shall be sufficient evidence of their amount and propriety for the protection of our Trustee. Our Trustee shall be under no duty to see to the application of any such payments made to the Deceased Trustor's Personal Representative. 5-1 Section 3. Tax Elections If no Personal Representative has been appointed, with regard to the payment of any income tax, gift tax, estate tax, inheritance tax, generation skipping transfer tax or any other tax due because of the death of the first of us, our Trustee shall have the right to make any available elections allowed under the law or to sign and file any tax return required because of the death of the first of us. If a Personal Representative has been appointed, the Personal Representative shall have the foregoing rights and duties. Section 4. Payment of Death Taxes, Claims and Expenses a. Payment Out of Trust Property All death taxes, claims and expenses payable under the provisions of this Article shall be paid by our Trustee out of the Deceased Trustor's Contributive Share except as specifically provided for elsewhere in our Trust Agreement. b. Exception for Property Passing Outside of Our Trust Notwithstanding Section 4.a of this Article, unless specifically directed otherwise by another separate provision herein, all death taxes, claims and expenses attributable to assets passing outside of our Trust or the Deceased Trustor's probate estate shall be assessed against those persons receiving such property; provided, however, that under no circumstances shall any transfer to any beneficiary that qualifies for the federal estate tax marital or charitable deduction cause the property transferred or such beneficiary to bear any such taxes. C. Payment from Surviving Trustor's Contributive Share Notwithstanding any other provision in our Trust Agreement or any other instrument, no death taxes, claims and expenses payable under the provisions of this Article shall be paid from the Contributive Share of the Surviving Trustor. Section 5. Apportionment of Expenses, Claims and Taxes Notwithstanding Section 4.a of this Article, unless specifically directed otherwise by another separate provision herein, all expenses, claims and taxes attributable to any specifically distributed property shall be apportioned to the beneficiaries of such specific distributions. Any distribution of specific trust property under our Trust Agreement shall pass subject to all liens, mortgages or encumbrances attributable thereto. 5-2 Section 6. Exception to Apportionment of Death Taxes Notwithstanding any provision herein to the contrary, it is our intent, and we hereby direct, that to the extent practicable no death taxes shall be apportioned to or against any part of our estates or the trusts or shares created by our Trust Agreement, or any beneficiary thereof, which qualifies for the federal estate tax marital deduction or charitable deduction. 5-3 Article Six Specific Distributions of Trust Property Section I. Fractional Gift of Income in Respect of a Decedent After the death of the first of us, our Trustee shall distribute a fraction of all items of income in respect of a decedent attributable to the Deceased Trustor's share of our Trust Estate to the Survivor's Trust. Any income in respect of a decedent not distributed to the Survivor's Trust shall be distributed to the Family Trust to the extent such allocation will not fund the Family Trust in an amount that exceeds the Deceased Trustor's Unused Unified Credit Equivalent. The fraction to be distributed to the Survivor's Trust shall be determined by dividing the Surviving Trustor's Unused Unified Credit Equivalent, reduced by the balance of the Surviving Trustor's then taxable estate, after taking account of all property passing that is includable in the Deceased Trustor's gross estate, other than by any form of Beneficiary Designation, by the value of all items of income in respect of a decedent in the Deceased Trustor's Contributive Share of our Trust Estate or otherwise received by our Trustee due to the death of the Deceased Trustor, Section 2. Estate Planning Letter or Memorandum ' To the extent permitted by state law and not necessary to fully utilize a Deceased Trustor's Unused Unified Credit Equivalent, our Trustee shall distribute personal or household items from a Deceased Trustor's Contributive Share of our Trust Estate to such persons as the Deceased Trustor may direct by a written instrument signed by the Trustor and delivered to our Trustee. Section 3. Specific Distribution Not a Part of Our Trust Estate - If the property making up any specific distribution set forth in this Article is not part of our Trust Estate at the time such specific distribution is to be made and will not become a part of our Trust Estate within a reasonable time, our Trustee shall disregard that specific distribution. Section 4. Other Specific Distributions Our Trustee shall make no other specific distributions of trust property to any beneficiaries under our Trust Agreement. All other distributions of trust property shall be made in accordance with the Articles that follow. 61 Article Seven Division into Survivor's Share and Family Share Section 1. Division of Our Trust Estate Upon the death of the first of us, our Trustee shall allocate and distribute our remaining Trust Estate, including any property that becomes distributable or payable to our Trustee at the Deceased Trustor's death, into two separate shares to be identified as the Survivor's Share and the Family Share. a. Surviving Trustor's Property Transferred to the Survivor's Share The Survivor's Share shall consist of that amount of our Trust Estate which has a value that when added to the Surviving Trustor's then taxable estate equals the Surviving Trustor's Unused Unified Credit Equivalent. b. Survivor's Share to Be Administered as Survivor's Trust The Survivor's Share shall be held, administered and distributed according to the provisions of the Survivor's Trust as set forth in Article Eight of our Trust Agreement. Our Trustee, however, shall allocate to a separate irrevocable Subtrust of the Survivor's Trust, hereby created and to be known as the Survivor's Retirement Subtrust, all assets to be received by reason of any Beneficiary Designation. Except for the irrevocability of the Survivor's Retirement Subtrust (and that if the Survivor's Trust is divided into two shares that the Retirement Subtrust shall be made part of the Survivor's Share that does not hold the Surviving Trustor's Contributive Share), our Trustee shall administer the Survivor's Trust and the Survivor's Retirement Subtrust with like effect as if each, separately, were the Survivor's Trust. C. Property Transferred to the Family Share The Family Share shall consist of all assets of the Deceased Trustor's Contributive Share not distributed to the Survivor's Share to the extent such allocation will not cause the Family Share to hold assets in an amount which exceeds the Deceased Trustor's Unused Unified Credit Equivalent. Any such excess shall be distributed to the Survivor's Share. 7-1 d. Family Share to Be Administered as Family Trust The Family Share shall be held, administered and distributed according to the provisions of the Family Trust as set forth in Article Nine of our Trust Agreement. Our Trustee, however, shall allocate to a separate irrevocable subtrust of the Family Trust, hereby created and to be known as the Family Retirement Subtrust, all assets to be received by reason of any Beneficiary Designation. Except for the irrevocability of the Family Retirement Subtrust, our Trustee shall administer the Family Trust and the Family Retirement Subtrust with like effect as if each, separately, were the Family Trust. Section 2. Allocation and Valuation of Assets In allocating assets between the Survivor's Share and the Family Share, our Trustee shall allocate the trust assets between the Survivor's Share and the Family Share in cash or in kind, or partly in each, on a pro rata or non pro rata basis, and in undivided interests or not; subject, however, to the following: a. Qualification for Marital Deduction Our Trustee shall allocate from the Deceased Trustor's Contributive Share to the .� Survivor's Share only assets that qualify for the marital deduction. b. Valuations of Allocations in Kind Assets allocated in kind shall be valued on the basis of their values as finally determined for federal estate tax purposes; provided, however, that our Trustee shall act impartially, consistent with equitable principles requiring impartiality among beneficiaries, in allocating assets, so that any distribution of assets shall be made of assets, including cash, fairly representative of appreciation or depreciation in the value of all property thus available for distribution. C. Income The Survivor's Share shall be entitled to a pro rata share of the income earned on the Deceased Trustor's Contributive Share and probate estate from the date of the Deceased Trustor's death, including a share of income earned on assets used to discharge liabilities. 7-2 d. Foreign Death Tax Credit Our Trustee shall not allocate assets that quaiify for the foreign death tax credit to the Survivor's Share unless all other assets or interests available for allocation have been so allocated. e. Insurance Policies Any policy of insurance on the life of any person shall be allocated to the Family Share unless such allocation would cause an estate tax to be due. Notwithstanding any other provisions to the contrary, the Surviving Trustor shall not have the right, either individually or in a fiduciary capacity, to hold or control any incident of ownership in, or exercise any power over, any such policy which insures the life of the Surviving Trustor. Section 3. Intention That Survivor's Share Qualify for Marital Deduction We intend that the Survivor's Share qualify for the federal estate tax marital deduction and our Trust Agreement shall be construed accordingly. All other provisions of our Trust Agreement shall be subordinate to that intent. If the granting of any right, power, privilege, authority, or immunity to our Trustee or another person and the imposition of any duty upon our Trustee or another person by any provision of our Trust Agreement, would disqualify any share or interest of a Surviving Trustor hereunder from qualifying for the federal estate tax marital deduction provided by Section 2056 of the Code, such provision shall be ineffective if and to the extent that the same, if effective, would so disqualify such share or interest. Notwithstanding any other provision in our Trust Agreement to the contrary, the Surviving Trustor at any time shall have the right to direct our Trustee, in writing, to convert, within a reasonable time, any underproductive trust property held in the Survivor's Trust to reasonably productive property. Section 4. Disclaimer of Property Any property or portion of property that is disclaimed by the Surviving Trustor shall be held, administered, or distributed according to the following terms: a. Property Disclaimed The Surviving Trustor may disclaim any property held for or to be distributed to or for the benefit of the Surviving Trustor under our Trust Agreement. •* 7-3 b. Time to Disclaim The Surviving Trustor may disclaim within the time limits and under the conditions permitted by the laws regulating disclaimers. C. Delivery of Disclaimer to Our Trustee A disclaimer by the Surviving Trustor may be exercised by the delivery to our Trustee of an irrevocable and unconditional refusal to accept any or all property interests passing to the Surviving Trustor or the Survivor's Share. d. Disclaimer of Survivor's Share If the Surviving Trustor exercises a disclaimer with respect to any or all property set aside as the Survivor's Share, such disclaimed interest shall be added to the Family Share. Notwithstanding any other provisions of our Trust Agreement to the contrary, any such disclaimed property and income thereon shall not be subject to any power of appointment held by the Surviving Trustor other than a limited power of appointment relating to an ascertainable standard regarding the Surviving Trustor's health, education, maintenance and support. e. Disclaimer of Family Share If the Surviving Trustor exercises a disclaimer with respect to any or all property set aside as the Family Share, such disclaimed interest shall be distributed under the relevant terms of the Family Trust. _= 7-4 Article Eight Survivor's Trust Section 1. Rights of Surviving Trustor in the Survivor's Trust Our Trustee shall hold, administer and distribute the assets of the Survivor's Trust as follows: a. Payment of Income Our Trustee shall pay to, or apply for, the benefit of the Surviving Trustor, so long as the Surviving Trustor lives, the entire net income of the Survivor's Trust in monthly or other convenient installments agreed upon by the Surviving Trustor and our Trustee, but not less often than annually. If our Trustee is entitled to payments from any Retirement Account, our Trustee shall allocate to income from payments received in any calendar year an amount equal to the income earned by the account in such year, and any excess shall be allocated to principal, and if the payments in such year are less than the amount equal to the income earned by the account in such year, the Surviving Trustor shall have the continuing right to require our Trustee to withdraw from the account and pay to the Surviving Trustor as income an additional amount so that the Surviving Trustor can be paid an amount equal to such income. b. Discretionary Payment of Principal At any time or times during the Surviving Trustor's life, our Trustee shall pay to, or apply for, the benefit of the Surviving Trustor so much of the principal of the Survivor's Trust as our Trustee deems proper for the Surviving Trustor's comfort, welfare, and happiness. In exercising discretion, our Trustee shall give consideration to all other income and resources then known to be readily available to the Surviving Trustor for use for these purposes. C. Right of Surviving Trustor to Withdraw Principal Our Trustee shall pay to the Surviving Trustor as much of the principal of the Survivor's Trust as the Surviving Trustor may from time to time demand in a signed writing delivered to our Trustee. 8-1 d. General Power of Appointment . Subject to any payments required under Section 2 of this Article, upon the death of the Surviving Trustor, our Trustee shall distribute all of the Trust Estate of the Survivor's Trust, including the trust principal and accrued and undistributed income, to any person or entity and upon any trust terms and conditions, or to or in favor of the estate of the Surviving Trustor as the Surviving Trustor may direct by the Surviving Trustor's last will. No exercise of this power of appointment shall be effective unless it refers to our Trust Agreement and expressly indicates an intention to exercise this power of appointment. Our Trustee may rely upon any instrument that our Trustee in good faith believes to be the last will of the Surviving Trustor in carrying out the terms of this power of appointment and shall not be liable for any good faith act in reliance upon that will even if for any reason it is later determined to be invalid with respect to its purported exercise of this power of appointment. If our Trustee receives no notice of the existence of a will of the Surviving Trustor within six (6) months after the death of the Surviving Trustor, our Trustee may distribute the Trust Estate of the Survivor's Trust as though this power of appointment had not been exercised and shall be conclusively presumed to have acted in good faith even if a valid will is thereafter discovered. Section 2. Termination Upon the Death of the Surviving Trustor The Survivor's Trust shall terminate upon the death of the Surviving Trustor. Our Trustee shall then hold and administer the balance of the Survivor's Trust as follows: a. Surviving Trustor's Debts and Taxes Our Trustee shall pay all of the Surviving Trustor's following expenses,.debts, claims and taxes becoming due or payable by reason of the Surviving Trustor's death: 1. Final medical expenses and all funeral costs; 2. Legally enforceable claims against the Survivor's Trust or the Surviving Trustor's probate estate; 3. Reasonable expenses of administration of the Survivor's Trust and the Surviving Trustor's probate estate; 4. Any allowances mandated by a court of competent jurisdiction to those dependent upon the Surviving Trustor. a b-2 5. Any estate, inheritance, succession, death or similar taxes payable by reason of the death of the Surviving Trustor; and 6. Any penalties or interest on any of the above expenses, claims, debts or taxes owed by the Surviving Trustor or the Surviving Trustor's estate. Section 3. Administration of Remainder of Survivor's Trust After making all payments authorized in the preceding provisions of this Article, our Trustee shall hold and administer the Trust Estate of the Survivor's Trust as provided in the Articles that follow. Section 4. Payment by Our Trustee or Personal Representative Our Trustee, in our Trustee's discretion, may make distributions authorized under this Article either directly to the person or entities to whom payment is owed or to the Personal Representative of the Surviving Trustor's probate estate. Written statements by the Surviving Trustor's Personal Representative that such sums are due and payable by the estate shall be sufficient evidence of their amount and propriety for the protection of our Trustee. Our Trustee shall be under no duty to see to the application of any such payments made to the Surviving Trustor's Personal Representative. Section 5. Tax Elections - With regard to the payment of any income tax, gift tax, estate tax, inheritance tax, generation skipping tax or any other tax required because of the death of the Surviving Trustor, if there is no Personal Representative, our Trustee shall have the right to make any available elections allowed under the law and shall be authorized to sign and file any tax return required because of the death of the Surviving Trustor. If there is a Personal Representative, the Personal Representative shall have the foregoing rights and duties. Section 6. Generation Skipping Trust a. Creation of GST Shares One and Two Notwithstanding the preceding provisions of this Article, if the value of the Surviving Trustor's taxable estate (inclusive of the Survivor's Share) exceeds the 8-3 Surviving Trustor's Unused Generation Skipping Tax Exemption Equivalent, the Deceased Trustor's assets allocated to the Survivor's Share, from whatsoever source, shall be segregated into separate shares identified as GST Share One and GST Share Two. b. Allocation to GST Share One and Share Two Our Trustee shall allocate to GST Share One that fraction of the Deceased Trustor's assets allocated to the Survivor's Share determined by dividing the Deceased Trustor's Unused Generation Skipping Tax Exemption Equivalent by the value of the Deceased Trustor's assets allocated to the Survivor's Share. Any assets not allocated to GST Share One shall be allocated to GST Share Two. C. Administration of GST Share One Our Trustee shall hold, administer and distribute the assets of GST Share One as follows: 1. Payment of Income Our Trustee shall pay to, or apply for, the benefit of the Surviving Trustor, so long as the Surviving Trustor lives, the entire net F income of GST Share One in monthly or other convenient f installments agreed upon by the Surviving Trustor and our Trustee, but not less often than annually. 2. General Power of Appointment Over Undistributed Net Income Upon the death of the Surviving Trustor, our Trustee shall distribute all of the accrued but undistributed net income of GST Share One to any person or entity and upon any trust terms and conditions, or to, or in favor of, the estate of the Surviving Trustor, as the Surviving Trustor may direct by the Surviving Trustor Is last will. No exercise of this power of appointment shall be effective unless it refers to our Trust Agreement and expressly indicates an intention to exercise this power of appointment. Our Trustee may rely upon any instrument that our Trustee in good faith believes to be the last will of the Surviving Trustor in carrying out the terms of this power of appointment and shall not be liable for any good-faith act in reliance upon that will, even if for any reason it is later determined to be invalid with respect to its purported exercise of this power of appointment. If our Trustee receives no notice of the existence of a will of the Surviving 8-4 Trustor within six (6) months after the death of the Surviving Trustor, our Trustee may distribute the accrued but undistributed net income as though this power of appointment had not been exercised and shall be conclusively presumed to have acted in good faith even if a valid will is thereafter discovered. 3. Discretionary Payment of Principal At any time or times during the Surviving Trustor's life, our Trustee shall pay to, or apply for, the benefit of the Surviving Trustor so much of the principal of GST Share One as our Trustee deems proper for the Surviving Trustor's health, education, maintenance and support. In exercising discretion, our Trustee shall give consideration to all other income and resources then known to be readily available to the Surviving Trustor for use for these purposes. 4. Limitation on Discretionary Payment of Principal by Trustee Notwithstanding the provisions of Section 6.c.3 of this Article, we recommend, but do not require, that our Trustee shall first exhaust the principal from GST Share Two before making discretionary payments of principal from GST Share One. 5. Limited Power of Appointment By a last will, the Surviving Trustor shall have the limited testamentary power to appoint to, or for the benefit of, our joint descendants some or all of the principal, including unappointed income of GST Share One, as it exists at the date of death of the Surviving Trustor after payment of expenses, debts, claims and taxes pursuant to Section 6.c.7 of this Article. The Surviving Trustor may appoint trust assets under this limited testamentary power among our joint descendants in equal or unequal amounts, either directly or in trust, as the Surviving Trustor directs. This limited testamentary power of appointment shall not be exercised in favor of the Surviving Trustor's estate, the creditors of the Surviving Trustor, the creditors of the Surviving Trustor's estate, or in any way that would result in any economic benefit to the Surviving Trustor_ 8-5 6. Termination Upon the Death of the Surviving Trustor n GST Share One shall terminate upon the death of the Surviving Trustor. Our Trustee shall then hold and administer the balance of GST Share One in accordance with the following provisions of this Section 6.c. 7. Surviving Trustor's Debts and Taxes Taking into consideration any waiver pursuant to section 2207A of the Code in the last will of the Surviving Trustor, our Trustee shall pay all of the Surviving Trustor's following expenses, debts, claims and taxes becoming due or payable by reason of the Surviving Trustor's death; but from GST Share One only to the extent not paid from GST Share Two: (a) Final medical expenses and all funeral costs; (b) Legally enforceable claims against the Survivor's Trust or the Surviving Trustor's probate estate; (c) Reasonable expenses of administration of the Survivor's trust and the Surviving Trustor's probate estate; (d) Any allowances mandated by a court of competent jurisdiction to those dependent upon the Surviving Trustor; (e) Any estate, inheritance, succession, death or similar taxes payable by reason of the death of the Surviving Trustor; and (f) Any penalties or interest on any of the above expenses, claims, debts or taxes owed. 8. Payment by Our Trustee or Personal Representative Our Trustee, in our Trustee's discretion, may make distributions authorized under this Section either directly to the person or entities to whom payment is owed, or to the Personal Representative of the Surviving Trustor's probate estate. Written 8-6 statements by the Surviving Trustor's Personal Representative that such sums are due and payable by the estate shall be sufficient evidence of their amount and propriety for the protection of our Trustee. Our Trustee shall be under no duty to see to the application of any such payments made to the Surviving Trustor's Personal Representative. 9. Tax Elections With regard to the payment of any income tax, gift tax, estate tax, inheritance tax, generation skipping tax or any other tax required because of the death of the Surviving Trustor, if there is no Personal Representative, our Trustee shall have the right to make any available elections allowed under the law and shall be authorized to sign and file any tax return required because of the death of the Surviving Trustor. If there is a Personal Representative, the Personal Representative shall have the foregoing rights and duties. 10. Administration of Remainder of GST Share One After making all payments authorized above in this Article Eight, our Trustee shall hold and administer GST Share One as provided in the Articles that follow. d. Administration of GST Share Two Our Trustee shall hold, administer and distribute the assets of GST Share Two pursuant to the terms of Sections 1 through 5, inclusively, of this Article, and after making all payments authorized in said Sections, our Trustee shall hold and administer GST Share Two as provided in the Articles that follow. 8-7 Article Nine Family Trust Section 1. Rights of the Surviving Trustor in the Family Trust Our Trustee shall hold, administer and distribute the assets of the Family Trust as follows: a. Payment of Income Our Trustee shall pay to, or apply for, the benefit of the Surviving Trustor, so long as the Surviving Trustor lives, the entire net income of the Family Trust in monthly or other convenient installments as agreed upon by the Surviving Trustor and our Trustee, but not less often than annually. b. Discretionary Payment of Principal At any time or times during the Surviving Trustor's life, our Trustee shall pay to, or apply for, the benefit of the Surviving Trustor so much of the principal of the Family Trust as our Trustee in our Trustee's discretion deems proper for the Surviving Trustor's health, education, maintenance and support. r C. Guidelines for Trustee's Discretion In exercising discretion, our Trustee shall give consideration to all other income and resources then known to be available to the Surviving Trustor. Our Trustee shall accumulate and add to principal any net income not distributed. d. Limitation on Discretionary Payment of Principal by Trustee We recommend, but do not require, that our Trustee shall first exhaust the principal from the Survivor's Trust before making discretionary payments of principal to the Surviving Trustor from the Family Trust. e. the Surviving Trustor's Right to Withdraw Principal the Surviving Trustor shall have the power to withdraw from the Family Trust principal each calendar year those amounts that shall not exceed the greater of five thousand dollars ($5,000) or five percent (5%) of the assets of the Family Trust, valued as of the end of the preceding calendar year. the Surviving Trustor shall exercise this power by a written instrument signed by the Surviving Trustor 9-1 and delivered to our Trustee. This power is noncumulative and it shall lapse to the extent it is not exercised by January 31 of each calendar year. This power shall exist each year until the death of the Surviving Trustor. Section 2. Termination of the Family Trust On the death of the Surviving Trustor, the Family Trust shall terminate. All unappointed and undistributed trust assets, including any accrued and undistributed net income, shall be held, administered and distributed pursuant to the Articles that follow. 9-2 Article Ten Common Pot Trust Section 1. Creation of the Common Pot Trust If at the death of the Surviving Trustor our then youngest living child has not attained the age of 30 years, our Trustee shall create a Common Pot Trust for the benefit of our then living children. Section 2. Administration of Common Pot Trust All trust property that has not been distributed under prior Articles of our Trust Agreement shall be held and distributed according to the provisions of this Article as follows: a. Distribution of Income and Principal Our Trustee shall pay to, or apply for, the benefit of our children as much of the net income and principal of our Trust as our Trustee, in our Trustee's discretion, deems necessary for their health, education, maintenance and support. b. Other Resources Before making distributions pursuant to the terms of this Article, our Trustee shall consider any other property or income then known to be available to any of our children. C. Standard Governing Discretionary Payments It is our intention that any payments under this Article shall be made on the basis of the individual needs of each beneficiary and that the payments need not be equal. d. Distributions Not Charged Against Other Trust Distributions Any distributions from the Common Pot Trust to a beneficiary shall not be deemed an advancement and shall not reduce any future distributions to such beneficiary under our Trust Agreement. 10-1 Section 3. Generation Skipping Trust Separate Shares a. Family Trust Share Any assets originating from the Family Trust shall be held as a separate share of the Common Pot Trust to preserve the Generation Skipping Tax inclusion ratio of zero applicable thereto. The Family Trust Share shall be administered according to the terms of this Article. b. Survivor's Trust Share To the extent the Survivor's Trust consists of assets originating from GST Share One with a Generation Skipping Tax inclusion ratio of zero, such GST Share One shall be held as a separate share of the Common Pot Trust to preserve the inclusion ratio of zero applicable thereto. GST Share One shall be administered according to the terms of this Article. C. Creation of GST Common Pot Shares To the extent the Survivor's Trust consists of assets originating from the Surviving Trustor's Contributive Share, such assets shall be divided into two shares, GST Common Pot Share One and GST Common Pot Share Two. { } 1. GST Common Pot Share One shall consist of a fractional share of the Survivor's Contributive Share equal to the Surviving Trustor's Unused Generation Skipping Tax Exemption Equivalent divided by the value of the Surviving Trustor's Contributive Share. 2. GST Common Pot Share Two shall consist of the assets of the Surviving Trustor's Contributive Share which are not allocated to GST Common Pot Share One. The GST Common Pot Shares One and Two shall be administered according to the terms of this Article. Section 4. Termination of the Common Pot Trust The Common Pot Trust shall terminate when there is no surviving child under the age of 30 years. Upon termination of the Common Pot Trust, our Trust Estate shall be held, administered, divided and distributed according to the Articles that follow. .. 10-2 Article Eleven Division and Distribution of Trust Property Section 1. Division of Trust Property Into Shares While, to the extent practical, maintaining any previously established Generation Skipping Transfer Tax ratios relative to Trust property, our Trustee shall divide all trust property not previously distributed into separate shares as follows: Beneficiary Name Share BRIAN DAVID LEE 20% DEREK JAMES LEE 20% EUGENE KENNETH HORTON 20% KIMBERLY ANN HORTON-UNDERWOOD 20% SCOTT KELLY HORTON 20% If any person named in this Section 1 should die prior to the time that such distribution is directed, or if any organization is not then in existence or has been involved in a merger which is not a mere change in form, the share allocated for such beneficiary, unless directed otherwise by the following provisions of this Section 1, shall be reallocated among the other remaining beneficiaries named in this Section 1 in accordance with each remaining beneficiary's respective percentage of the total interests of all remaining beneficiaries. The trust share of each remaining beneficiary named in this Section 1 shall be held, administered and distributed as follows: a. Distribution of Trust Share for BRIAN DAVID LEE The trust share set aside for BRIAN DAVID LEE shall be held, administered and distributed as follows: 1. Distributions of Net Income Our Trustee, in our Trustee's discretion, shall apply to, or for the benefit of, such beneficiary so much of the net income from such beneficiary's trust share as our Trustee deems advisable for such beneficiary's health, education, maintenance and support. 11-1 2. Distributions of Principal Our Trustee, in our Trustee's discretion, shall apply to, or for the benefit of, such beneficiary so much of the principal from such beneficiary's trust share as our Trustee deems advisable for such beneficiary's health, education, maintenance and support. When such beneficiary reaches the age of 30 years, or if such beneficiary has already attained such age on the creation of such beneficiary's trust share, our Trustee shall distribute the balance of such beneficiary's trust share to such beneficiary, free of trust. 3. Distribution on Death of Beneficiary If such beneficiary should die prior to the time that a distribution is directed, such beneficiary's interest in such trust share shall lapse and our Trustee shall distribute the balance of the trust share to such beneficiary's then living descendants, per stirpes. If such beneficiary has no then living descendants, our Trustee shall distribute the balance of the trust share to our then living descendants, per stirpes. If we have no then living descendants, our Trustee shall distribute the balance of the trust share as provided in the Articles that follow. b. Distribution of Trust Share for DEREK JAMES LEE The trust share set aside for DEREK JAMES LEE shall be held, administered and distributed as follows: 1. Distributions of Net Income Our Trustee, in our Trustee's discretion, shall apply to, or for the benefit of, such beneficiary so much of the net income from such beneficiary's trust share as our Trustee deems advisable for such beneficiary's health, education, maintenance and support. 2. Distributions of Principal Our Trustee, in our Trustee's discretion, shall apply to, or for the benefit of, such beneficiary so much of the principal from such 11-2 beneficiary's trust share as our Trustee deems advisable for such beneficiary's health, education, maintenance and support. When such beneficiary reaches the age of 30 years, or if such beneficiary has already attained such age on the creation of such beneficiary's trust share, our Trustee shall distribute the balance of such beneficiary's trust share to such beneficiary, free of trust. 3. Distribution on Death of Beneficiary If such beneficiary should die prior to the time that a distribution is directed, such beneficiary's interest in such trust share shall lapse and our Trustee shall distribute the balance of the trust share to such beneficiary's then living descendants, per stirpes. If such beneficiary has no then living descendants, our Trustee shall distribute the balance of the trust share to our then living descendants, per stirpes. If we have no then living descendants, our Trustee shall distribute the balance of the trust share as provided in the Articles that follow. C. Distribution of Trust Share for EUGENE KENNETH HORTON The trust share set aside for EUGENE KENNETH HORTON shall be held, administered and distributed as follows: 1. Distributions of Net Income Our Trustee, in our Trustee's discretion, shall apply to, or for the benefit of, such beneficiary so much of the net income from such beneficiary's trust share as our Trustee deems advisable for such beneficiary's health, education, maintenance and support. 2. Distributions of Principal Our Trustee, in our Trustee's discretion, shall apply to, or for the benefit of, such beneficiary so much of the principal from such beneficiary's trust share as our Trustee deems advisable for such beneficiary's health, education, maintenance and support. When such beneficiary reaches the age of 30 years, or if such beneficiary has already attained such age on the creation of such ,_.. 11.3 beneficiary's trust share, our Trustee shall distribute the balance of such beneficiary's trust share to such beneficiary, free of trust. 3. Distribution on Death of Beneficiary If such beneficiary should die prior to the time that a distribution is directed, such beneficiary's interest in such trust share shall lapse and our Trustee shall distribute the balance of the trust share to such beneficiary's then living descendants, per stirpes. If such beneficiary has no then living descendants, our Trustee shall distribute the balance of the trust share to our then living descendants, per stirpes. If we have no then living descendants, our Trustee shall distribute the balance of the trust share as provided in the Articles that follow. d. Distribution of Trust Share for KIMBERLY ANN HORTON-UNDERWOOD The trust share set aside for KIMBERLY ANN HORTON-UNDERWOOD shall be held, administered and distributed as follows: ` 1. Distributions of Net Income Our Trustee, in our Trustee's discretion, shall apply to, or for the benefit of, such beneficiary so much of the net income from such beneficiary's trust share as our Trustee deems advisable for such beneficiary's health, education, maintenance and support. 2. Distributions of Principal Our Trustee, in our Trustee's discretion, shall apply to, or for the benefit of, such beneficiary so much of the principal from such beneficiary's trust share as our Trustee deems advisable for such beneficiary's health, education, maintenance and support. When such beneficiary reaches the age of 30 years, or if such beneficiary has already attained such age on the creation of such beneficiary's trust share, our Trustee shall distribute the balance of such beneficiary's trust share to such beneficiary, free of trust. t.tt 11-4 3. Distribution on Death of Beneficiary If such beneficiary should die prior to the time that a distribution is directed, such beneficiary's interest in such trust share shall lapse and our Trustee shall distribute the balance of the trust share to such beneficiary's then living descendants, per stirpes. If such beneficiary has no then living descendants, our Trustee shall distribute the balance of the trust share to our then living descendants, per stirpes. If we have no then living descendants, our Trustee shall distribute the balance of the trust share as provided in the Articles that follow. e. Distribution of Trust Share for SCOTT KELLY HORTON The trust share set aside for SCOTT KELLY HORTON shall be held, administered and distributed as follows: 1. Distributions of Net Income Our Trustee, in our Trustee's discretion, shall apply to, or for the benefit of, such beneficiary so much of the net income from such beneficiary's trust share as our Trustee deems advisable for such beneficiary's health, education, maintenance and support. 2. Distributions of Principal Our Trustee, in our Trustee's discretion, shall apply to, or for the benefit of, such beneficiary so much of the principal from such beneficiary's trust share as our Trustee deems advisable for such beneficiary's health, education, maintenance and support. When such beneficiary reaches the age of 30 years, or if such beneficiary has already attained such age on the creation of such beneficiary's trust share, our Trustee shall distribute the balance of such beneficiary's trust share to such beneficiary, free of trust. 3. Distribution on Death of Beneficiary If such beneficiary should die prior to the time that a distribution is directed, such beneficiary's interest in such trust share shall <° * 11-5 lapse and our Trustee shall distribute the balance of the trust share to such beneficiary's then living descendants, per stirpes. If such beneficiary has no then living descendants, our Trustee shall distribute the balance of the trust share to our then living descendants, per stirpes. If we have no then living descendants, our Trustee shall distribute the balance of the trust share as provided in the Articles that follow. Section 2. Distributions to Underage or Incapacitated Beneficiaries Notwithstanding any provision to the contrary in our Trust Agreement other than Section 2 of Article Fifteen, if any beneficiary otherwise entitled to receive a distribution of trust property is under the age of 30 years or is incapacitated, as defined in Article Fifteen, our Trustee shall retain and administer such beneficiary's trust share for such beneficiary's benefit as follows: a. Our Trustee's Discretion Our Trustee may pay to, or apply for, the benefit of such beneficiary so much of the net income and principal of such beneficiary's trust share as our Trustee in our Trustee's discretion deems proper considering all other resources then known to be available to such beneficiary. b. Payments Made to Beneficiary or Personal Representative Our Trustee is authorized to make payments under this Section 2 either directly to the beneficiary, to the beneficiary's Personal Representative or to any other person, to be used for the benefit of the beneficiary. C. Trustee's Decisions Are Final All decisions by our Trustee as to whom our Trustee makes payments, the purposes for which payments are made and the amounts to be paid out of any trust share are within our Trustee's discretion. d. Undistributed Net Income All undistributed net income shall be accumulated and added to the principal of the trust share. ..., 11-6 e. Termination and Distribution Unless distributions from a trust share are withheld pursuant to Section 1 of Article Fifteen, our Trustee shall distribute the trust share to the respective beneficiary for whom such share is being held under this Section 2 on the latest to occur of (i) the date upon which such beneficiary reaches the age of 30 years, (ii) the times for distribution provided in the preceding Sections of this Article, or (iii) when such beneficiary is no longer incapacitated, as determined by a court of competent jurisdiction or upon certification by two licensed physicians that such beneficiary is properly able to care for such beneficiary's property and person. f. Death of Incapacitated or Underage Beneficiary Subject to the other provisions of this Section 2, if any beneficiary whose trust share is being held in trust under this Section 2 dies before the complete distribution of such beneficiary's trust share, the beneficiary's interest in such trust share shall lapse and our Trustee shall distribute such beneficiary's trust share to such beneficiary's then living descendants, per stirpes; or, if none, to our then living descendants, per stirpes. If we have no then living descendants, our Trustee shall distribute such beneficiary's trust share as provided in the Articles that follow. **** 11-7 Article Twelve Distribution If No Designated Beneficiaries Section 1. Remainder by Intestate Succession If at any time there is no beneficiary entitled to receive all or any part of our Trust Estate under the preceding articles, all of the remaining portion of each Trustor's Contributive Share of our Trust Estate shall then be distributed to those persons who would be our respective heirs at law had we died intestate with each of us owning our respective Contributive Share of our Trust Estate. { 12-1 Article Thirteen Trustee Administration Section 1. Required Vote for Co-Trustees a. Trustors Serving as Co-Trustees Unless otherwise provided in our Trust Agreement, if either one of us is serving as a Trustee under our Trust Agreement, that Trustee may make decisions and bind our Trust in the exercise of all powers and discretions granted to us as Trustees without the consent of any other Trustee. Any Trustor acting under this Section La may only deal with the other Trustor's Contributive Share in a fiduciary capacity. b. Unanimous Vote for Two Trustees Other than as provided in Section La of this Article, if only two Trustees are serving, they shall act unanimously in the exercise of all powers and discretion granted to them under our Trust Agreement. C. Majority Vote for More Than Two Trustees Other than as provided in Section La of this Article, if more than two Trustees are serving under our Trust Agreement, they shall act by majority vote and any exercise of a power or discretion by a majority of the Trustees shall have the same effect as an exercise by all of them. d. Court Order Resolves Disputes Other than as provided in Section La of this Article, if the Trustees are not able to reach agreement on any decision as set forth in this Section 1, they shall petition a court of competent jurisdiction for instructions and shall take no action on the disputed matter until a court order deciding the issue has been rendered. Section 2. Power to Delegate Notwithstanding any other provision of our Trust Agreement, any one or more of the Co-Trustees serving under our Trust Agreement may from time to time delegate to another Co-Trustee or Co-Trustees routine acts of trust administration. 13-1 Section 3. No Bond Required No Trustee specifically named under our Trust Agreement shall be required to post any bond for the faithful performance of such Trustee's responsibilities. Section 4. Trustee Compensation Other than when either of us is serving as Trustee, our Trustee shall be entitled to reasonable compensation for services rendered. Such compensation is payable without the need of a court order. In calculating the amount of compensation, customary charges for similar services in the same geographic area for the same time period shall be used as guidelines. Our Trustee shall also be entitled to reimbursement for reasonable costs and expenses incurred during the exercise of our Trustee's duties under our Trust Agreement. Any corporate fiduciary shall be entitled to receive compensation for its services in accordance with its published fee schedule in effect from time to time. Section 5. Change in Corporate Trustee Any corporate successor to the trust business of any corporate trustee named under our Trust Agreement or acting hereunder shall succeed to the capacity of its predecessor without re- conveyance or transfer of trust property. Section 6. Written Notice to Trustee Until our Trustee receives written notice of any death or other event which triggers the right to payments from any trust or trust shares created under our Trust Agreement, our Trustee shall incur no liability for distributions made in good faith to persons whose interests may have been affected by such event. Section 7. Duty to Account Our Trustee shall render accounts, upon request, to the income beneficiaries under our Trust Agreement at least annually, at the termination of a trust created hereunder and upon a change in the Trustees in the manner required by law. 13-2 Section 8. No Court Supervision No trust or trust share created under our Trust Agreement shall require the active supervision of any state or federal court. 13-3 Article Fourteen Trustee Powers Section 1. Powers In addition to any power hereinafter specifically granted to our Trustee, it is our intention that our Trustee have the power respecting our Trust Estate that an absolute owner of such property would have. In accordance with such intention, any power our Trustee needs to administer our Trust Estate, which is not hereinafter listed, shall be considered as provided for herein. a. Retention of Property Our Trustee shall have the power to retain any property received into our Trust at its inception, or later added to our Trust without regard to whether our Trust investments are diversified, as long as our Trustee considers that retention is in the best interests of our Trust or is in furtherance of our goals in creating our Trust. Subject to any power of the Surviving Trustor to require underproductive property to be made reasonably productive, our Trustee shall have the power to invest and !" l reinvest in any property that may be considered by applicable state law to be \_ I underproductive or unproductive in nature and, specifically to be exempt from any minimum income requirements called for under local law. b. Additions Our Trustee shall have the power to receive additions to the assets of the various trusts created under our Trust Agreement from any source. C. Business Participation Our Trustee shall have the power to form, terminate, continue or participate in the operation of any business enterprise including a corporation, a sole proprietorship, a general or limited partnership or a limited liability company and to effect any form of incorporation, dissolution, liquidation or reorganization, including, but not limited to, recapitalization and reallocation of classes of shares or other changes in the form of the business enterprise or to lend money or make a capital contribution to any such business enterprise. ' 14-1 d. Make Investments Our Trustee shall have the power to invest and reinvest the assets of our Trust as our Trustee may determine to be in the best interests of our Trust without limitation by any law applicable to investments by fiduciaries. The permitted investments and reinvestments may include securities such as common or preferred stock, mortgages, notes, subordinated debentures and warrants of any corporation, any common trust fund administered by a corporate fiduciary, other property real or personal, including savings accounts and deposits, interests in mutual or money market funds or investment trusts, annuities and insurance whether or not such investments are unsecured or of a wasting nature. e. Life Insurance Our Trustee shall have the power to obtain, by purchase' or by gift or by conversion, reissue, consolidation or by any other means, and hold as an asset of our Trust, policies of insurance on either or both of our lives or the life of any other beneficiary of our Trust. Our Trustee is authorized and empowered to exercise, either before or after our death, all of the rights, options, elections or privileges exercisable in connection with such policies. These rights and options should include, but not be limited to, incapacity benefits, the right to borrow money with which to pay premiums (or other charges) on any policy owned by our Trust (including any automatic premium loan feature) or for any other trust purpose, the right to elect among settlement options offered by the insurance company that issued such policy, the right to convert such policy to paid-up insurance, extended term insurance or to any different form of insurance, and the right to arrange for the automatic application of dividends in reduction of premium payments (or other charges) with regard to any policy of insurance held in the Trust Estate. Regarding any such policies: 1. We represent that any policies of life insurance currently transferred into our trust, or that will be transferred to our trust hereinafter or purchased at our direction, have been selected (or will be selected) solely by us based on our study and evaluation of (a) the sufficiency of the policy to meet the goals of our Trust, (b) whether or not available policy elections should be made, and (c) the current and projected financial strength and viability of the company issuing the policy. 2. Our Trustee has made no representations to us concerning these policies and none of our study and evaluation of the policy or policies has been based on any representation by our Trustee. Furthermore, our Trustee is under no 14-2 obligation to examine such policies upon receipt or to make ` subsequent or periodic evaluations of same. The obligations to examine and evaluate shall remain exclusively with us. 3. In the event that we or any beneficiary hereunder shall at any time (1) question the sufficiency of any life insurance policy, (2) determine that available policy elections should be made, or (3) question the continued financial strength or viability of the carrier, it shall be their absolute obligation to inform our Trustee of those facts in writing. Our Trustee shall be indemnified and held harmless for any actions taken pertaining to policies held by our Trust except for the payment of policy premiums from available assets. f. Dealing With Property Our Trustee shall have the power to acquire, grant, hold in a safe deposit box or dispose of property including puts, calls and options (including options on stock owned by the estate), for cash or on credit, including maintaining margin accounts with brokers, at public or private sale, upon such terms and conditions as our Trustee may deem advisable, and to manage, develop, improve, exchange, partition, change the character of, or abandon property, or any interest therein, or otherwise deal with property. I Specifically, our Trustee shall have the power to use and expend our Trust income and principal to conduct environmental assessments, audits, and site monitoring to determine compliance with any environmental law or regulation thereunder; to take all appropriate remedial action to contain, clean up or remove any environmental hazard, including a spill, release, discharge or contamination, either on our Trustee's own accord or in response to an actual or threatened violation of any environmental law or regulation thereunder; to institute legal proceedings concerning environmental hazards or contest or settle any such legal proceedings brought by any local, state or federal agencies concerned with environmental compliance, or by a private litigant; to comply with any local, state or federal agency order, or court order directing an assessment, abatement or cleanup of any environmental hazards; to employ agents, consultants and legal counsel to assist in or perform the above undertakings or actions; and, in general, to take all appropriate actions to prevent, identify, or respond to any actual or threatened violations of any environmental law or regulation thereunder. No Trustee under our Trust Agreement shall be liable for any loss or depreciation in value sustained by our Trust as a result of our Trustee retaining any property upon which there is later discovered to be hazardous materials or substances 14-3 requiring remedial action pursuant to any federal, state or local environmental law unless our Trustee contributed to the toss or depreciation in value through wistful default, willful misconduct, or gross negligence. Moreover, our Trustee shall not be obligated to accept any property on behalf of our Trust without our Trustee first having the opportunity to determine, in our Trustee's discretion, that such property is not contaminated by any hazardous or toxic materials or substances, and that such property is not being used and has never been used for any activities directly or indirectly involving the generation, use, treatment, storage, disposal, release, or discharge of any hazardous or toxic materials or substances. Finally, our Trustee shall have the power to disclaim any power that, in our Trustee's discretion, will or may cause our Trustee to be considered an 'owner" or 'operator" of property held in our Trust Estate under the provisions of the Comprehensive Environmental Response, Compensation and Liability Act (CERCLA), as amended from time to time. This power to disclaim, as contained herein, shall apply to any such power, whether actually set forth under our Trust Agreement, incorporated by reference herein, or granted or implied by any statute or rule of law. g. Borrowing Authority Our Trustee shall have the power to borrow funds from any person, including our Trustee; to guarantee indebtedness or indemnify others in the name of our Trust and to secure any such obligation by mortgage, pledge, security interest or other { encumbrance; and to renew, extend or modify any such obligation for a term within or extending beyond the administration of the term of our Trust. No lender shall be bound to see to, or be liable for, the application of the proceeds of any obligation and our Trustee shall not be personally liable for any obligation. h. Leasing Authority Our Trustee shall have the power, with respect to real or personal property, to make, renew or amend for any purpose a lease, as lessor or lessee, for a term within or beyond the term of our Trust with or without option to purchase. i. Natural Resources Our Trustee shall have the power to enter into any arrangement or agreement, including a lease, pooling or unitization agreement for exploration, development, operation, conservation and removal of minerals or other natural resources. j. Voting Rights Our Trustee shall have the power to vote a security in person or by general or limited proxy; to participate in or consent to any voting trust, reorganization, 14-4 dissolution, liquidation or other action affecting any securities; and to deposit securities with, and transfer title to, a protective or other committee. k. Title to Assets Our Trustee shall have the power to hold securities and other property in negotiable form or in the name of a nominee (including "street name" of a broker) or by deposit to a clearing corporation, with or without disclosure of the Trustee relationship, but our Trustee shall be responsible for the acts of any nominee in the scope of the nominee's authorized actions with respect to such property or clearing corporation in connection with the property. 1. Insurance Our Trustee shall have the power to insure the assets of our Trust against any risk, and our Trustee against liability, with respect to third persons. M. Settlement of Disputes Our Trustee shall have the power to pay or contest any debt or claim; to compromise, release and adjust any debt or claim; and to submit any matter to arbitration. } n. Payment of Expenses Our Trustee shall have the power to pay any taxes, assessments, reasonable compensation of our Trustee and other expenses incurred in the collection, management, care, protection and conservation of our Trust Estate. o. Principal and Income - Our Trustee shall have the.power to allocate items of income or expenditure to either income or principal and to create reserves out of the income as our Trustee, in our Trustee's discretion, deems appropriate and our Trustee's decision, made in good faith with respect thereto, shall be binding and conclusive on all persons. This power of allocation shall also apply to income during administration of our Trust after the death of the first of us. Notwithstanding the preceding sentence, if the Survivor's Trust (or a share thereunder) is the beneficiary of a Retirement Account, income earned after the participant's death in the account shall be income of such trust or share, and if our Trustee is required to pay all of the trust income to a beneficiary, our Trustee shall collect and pay the income of the account to the beneficiary at least 14-5 quarterly (and to the extent that all of the income cannot be collected from the account, the deficiency shall be paid from the principal of such trust or share). P. Distribution of Trust Property Our Trustee shall have the power to make any distribution or payment in kind or in cash, or partly in kind and partly in cash, and to cause any share to be composed of cash, property or undivided interests in property different in kind from any other share, either pro rata or non pro rata, without regard to differences in the tax basis of such property and without the requirement of making any adjustment of the shares by reason of any action taken pursuant hereto. Any division, allocation, apportionment or valuation of the property to distribute the assets to or among any of the trusts, shares or beneficiaries shall be made by our Trustee, and the good faith determination of our Trustee shall be binding and conclusive on all parties. q. Litigation Our Trustee shall have the power to prosecute or defend actions, suits, claims or proceedings for the protection or benefit of our Trust and our Trustee in the performance of our Trustee's duties. r. Employment of Agents Our Trustee shall have the power to employ agents, including attorneys, accountants, investment advisors, custodians, appraisers or others, including any firm of which our Trustee is a member, to advise or assist our Trustee, to delegate to them fiduciary powers and to indemnify them against liability for positions taken in good faith and with reasonable basis. S. Corporate Fiduciary If any stock of a corporate trustee, or of any affiliate or successor of a corporate trustee, shall be included in the assets of our Trust, our Trustee shall have full authority, in our Trustee's discretion, and notwithstanding any regulation or rule of law to the contrary to retain the stock and any increases resulting from stock dividends and stock splits and from the exercise of purchase rights and the purchase of fractional shares needed to round our fractional share holdings that may arise concerning the stock. Our Trustee shall vote the stock either directly or by proxy, except to the extent our Trustee is prohibited by law from voting the stock, in accordance with the written instructions of a majority of the then living beneficiaries then entitled to current distributions of income or their Personal 14-6 Representatives. In the event no instruction is given, our Trustee is authorized to vote the stock in the best interests of the beneficiaries in view of the purposes for which our Trust was created. t. Investment Transactions With regard to record keeping for investment transactions, our Trustee need not provide copies of confirmations or similar notifications each time a trade or investment transaction occurs, but investment transactions shall be set forth in our Trustee's periodic accounting. U. Repairs and Improvements Our Trustee shall have the power to make ordinary or extraordinary repairs or alterations in buildings or other structures, to demolish any improvements, and to raze existing or erect new party walls or buildings. V. Business Personnel Our Trustee shall have the power to elect or employ directors, officers, employees, partners or agents of any business and to compensate such persons, whether or not any such person is a Trustee, director, officer, partner or agent of our Trustee or a beneficiary of our Trust. f .. W. Farm or Ranch Property With respect to farm or ranch property, our Trustee shall have all necessary powers to participate in and operate any farming (including tree farming) or ranch operation personally or with hired labor, tenants or sharecroppers, to lease any farm for cash or a share of crops under a lease that permits or precludes the material participation of our Trustee to fertilize and improve the soil; to employ conservation practices; to participate in government programs; and to perform any other acts deemed by our Trustee necessary or desirable to operate the property. In making a decision whether to materially participate in farming or ranch operations, our Trustee shall consider whether an election should be made or has been made under Code Section 2032A to qualify for special farm-use valuation. X. Ancillary Trustees If, for any reason, our Trustee deems it advantageous to act through an ancillary Trustee, our Trustee may designate an ancillary Personal Representative or Trustee qualified to serve in the jurisdiction where such ancillary Trustee is to act and may delegate to such ancillary Trustee such of the powers granted under our Trust Agreement.as our Trustee deems advisable without being chargeable with 14-7 loss, if any, arising out of such designation or delegation. Our Trustee may specify whether any corporate Trustee, or any person or persons acting in an ancillary capacity hereunder, shall serve with or without bond. Except as may be otherwise specifically provided, no ancillary Trustee need comply with the provisions of any Uniform Trustee's Accounting Act, the Uniform Trust Act or similar acts in force in any state where the fiduciary may be acting. Y. Retention of Closely Held Interest Our Trustee shall have the power to retain any real estate interests, closely held securities or affiliated companies or business interests, and to sell or dispose of such interests only after careful consideration and after determining that sale or disposition is under the existing circumstances in the best interests of our Trust or its beneficiaries. If at any time our Trust holds any stock in an S corporation, and our Trustee deems it appropriate for such corporation to maintain its Subchapter S election, or if our Trustee deems a Subchapter S election advisable for any corporation the stock of which is held in our Trust, our Trustee may take all of the necessary actions to segregate the S corporation stock, or other corporation stock for which a Subchapter S election is to be made, from the other assets of our Trust, and in our Trustee's discretion, and otherwise consistent with the terms of our Trust to the greatest extent possible, may form new trusts and may amend the terms of our Trust Agreement as would be necessary to establish Qualified Subchapter S Trusts to hold the said S corporation stock and assets in compliance with Code Sections 1361(b) and 1361(d)(3). Z. Exercise of Authority Except as otherwise provided in our Trust Agreement, our Trustee shall have the power to do all acts that might legally be done by an individual in absolute ownership and control of property. aa. Power to Divide or Combine Trusts Our Trustee shall have the power to divide a single trust into separate shares, each to be administered in accordance with the terms and conditions of the single trust from which they were created when our Trustee, in our Trustee's discretion, determines that division is desirable or advisable in view of tax considerations, including considerations related to income tax, gift tax, inheritance tax or generation skipping transfer tax or other objectives of the trusts and their beneficiaries. 14-8 Our Trustee shall not be required to make a physical segregation or division of the various trust shares created under our Trust Agreement except as segregation or division may be required by reason of the termination and distribution of any of the trust shares, but our Trustee shall keep separate accounts and records for different undivided interests. Our Trustee, in our Trustee's discretion, shall have the further power to combine two or more trusts or trust shares having substantially the same terms into a single trust for purposes of administration when tax or other factors indicate that such combination would be desirable or advisable. In deciding whether to combine trusts or trust shares, our Trustee shall consider the generation skipping "inclusion ratio" of the trusts or trust shares to be combined. Trusts or trust shares having the same inclusion ratios may be combined. Trusts or trust shares having different inclusion ratios should generally not be combined unless their inclusion ratios are maintained unchanged through substantially separate and independent shares of different beneficiaries within the meaning of Code Section 2654(b) and the applicable regulations thereunder. Specifically, unless there is a Personal Representative, our Trustee has the authority to allocate any portion of our respective exemptions under Code Section 2631(a) to property as to which we are the respective transferor, including any i property transferred by us during our lifetime as to which we did not make an allocation prior to our death. Our Trustee also has the authority to make the special election under Code Section 2652(a)(3). If Code Section 2631(a) or 2652(a)(3) is not interpreted as to allow a Trustee to exercise such election, then a Personal Representative shall be appointed and is authorized to allocate our respective exemptions and to exercise the said special election. If our Trustee considers that any distribution from a trust or trust share hereunder, other than pursuant to a power to withdraw or appoint, is a taxable distribution subject to the federal generation skipping transfer tax payable by the distributee, our Trustee may increase the distribution by an amount that our Trustee would estimate to.be sufficient to pay that tax and any additional tax thereon, and shall charge the same against the trust or trust share to which the tax relates. If our Trustee considers that any termination of an interest in our Trust or a trust share hereunder is a taxable termination subject to the federal generation skipping transfer tax, our Trustee may pay that tax from the portion of the property to which the tax relates without any adjustment of the relative interests of the beneficiaries. 14-9 bb. Termination of Small Trust If at any time after the death of either of us the costs of administration of our Trust (or any share thereof) are of such an amount in relation to the then principal and undistributed income of our Trust (or any share thereof) that our Trustee, in our Trustee's discretion, determines that our purposes in establishing our Trust would no longer be served, and if our Trustee deems it advisable to distribute the then principal and undistributed income of our Trust (or any share thereof) to the then living beneficiary or beneficiaries, our Trustee (other than either of us or any then current beneficiary of our Trust who, if then serving as a Trustee, may appoint an independent Trustee to serve only for the purpose of determining the advisability of termination in such independent Trustee's sole discretion) may do so without responsibility on the part of our Trustee. Such a distribution on behalf of a beneficiary under a disability, in the Trustee's discretion, may be made to the Personal Representative of the person of such beneficiary, or to the parent of such beneficiary if such beneficiary is a minor, or may be applied by our Trustee for such beneficiary's benefit. 14-10 Article Fifteen General Provisions Section 1. Spendthrift Protection Neither the principal nor the income of any trust created or contained under our Trust Agreement shall be liable for the debts of a beneficiary nor shall the same be subject to seizure by any creditor of any beneficiary under any lien or proceeding at law or equity. Except to the extent otherwise expressly provided in our Trust Agreement, no beneficiary shall have the authority or power to sell, assign, transfer, encumber or in any manner to dispose of a beneficial interest, whether income or principal. The limitations herein shall not restrict the exercise of any power of appointment or the right to disclaim by any beneficiary. In addition, except as to any Survivor's Trust, if a Trustee, at a time that distribution to any beneficiary is directed to be made under the provisions of our Trust Agreement, in such Trustee's sole discretion, determines that reliance on government benefits, illness, substance dependency, bankruptcy, litigation or any factor tending to diminish the ability of a beneficiary to fully benefit from a distribution or to handle financial affairs exists, our Trustee may withhold any such directed distribution and may extend the term of our Trust as to any portion of our Trust Estate otherwise allotted for any so affected beneficiary. Thereafter our Trustee may continue to distribute income or principal to such beneficiary as our Trustee may determine in our Trustee's sole discretion. Section 2. The Rule Against Perpetuities Unless sooner terminated or vested in accordance with other provisions of our Trust Agreement, all interests not otherwise vested, including, but not limited to, all trusts and powers of appointment created hereunder, shall terminate one day prior to twenty-one (21) years after the death of the last survivor of the group composed of us and our lineal descendants living on the date of the death of the first of us to die. At that time, distribution of all principal and all accrued, accumulated and undistributed income shall be made to the persons then entitled to distributions of income or principal and in the manner and proportions herein stated irrespective of their then attained ages. Section 3. Incapacity A person shall be considered incapacitated in the event such person has been determined to be legally incompetent by a court of competent jurisdiction; has been certified by two licensed 15-1 physicians to be unable to properly handle his or her own affairs by reason of physical illness or mental illness; or otherwise is unable freely to communicate for a period of 90 days. Section 4. Income and Principal Payments All payments of income or principal shall be made in such of the following ways as our Trustee determines appropriate: a. To each respective beneficiary in person upon his or her personal receipt; b. Deposited in any'bank to the credit of such beneficiary in any account carried in his or her name or jointly with another or others; C. To the parent or legal representative of the beneficiary; d. To a Custodian under a Uniform Transfers to Minors Act or Uniform Gifts to Minors Act selected by our Trustee for such period of time under applicable law as our Trustee determines appropriate; e. To some near relative, friend or institution having primary responsibility for the care and custody of the beneficiary; f. By our Trustee using such payment directly for the benefit of such beneficiary; or g. To the Trustee of any revocable trust of which the beneficiary is the Trustor. Section 5. Limit on Trustee's Discretion Notwithstanding any other provision in our Trust Agreement, other than a Surviving Trustor with respect to a Survivor's Trust, no individual Trustee who is also a beneficiary hereunder ("Trustee-beneficiary") shall have any right, power, duty or discretion concerning our Trust Estate if such right, power, duty or discretion conferred upon such Trustee under our Trust Agreement amounts to a general power of appointment under Code Section 2041 or 2514 that would cause any assets of our Trust Estate to be included in the estate of such Trustee-beneficiary. Any such right, power, duty or discretion with such effect shall be null and void with respect to such Trustee-beneficiary. No Trustee who is under a legal obligation to any beneficiary of our Trust Agreement or other person shall under any circumstances partake in any decisions relating to any discretionary distributions of income or principal of our Trust Estate that can be used to discharge any such legal obligation of such Trustee. 15-2 r Section 6. No-Contest Clause If any person or entity, other than us, singularly or in conjunction with any other person or entity, directly or indirectly, contests in any court the validity of our Trust Agreement, including any amendments thereto, then the right of that person or entity to take any interest in the Trust Estate or to act in any fiduciary capacity shall cease, and that person (and his or her descendants) or entity shall be deemed to have predeceased us. Section 7. Disclaimer by Beneficiary No beneficiary shall be entitled to accelerate any distribution to the beneficiary or to terminate his or her trust interest and thereafter receive outright distribution by use of a disclaimer. Section 8. Captions The captions of Articles, Sections and Paragraphs used in our Trust Agreement are for convenience of reference only and shall have no significance in the construction or interpretation of our Trust Agreement. Section 9. Severability Should any of the provisions of our Trust Agreement be for any reason declared invalid, such invalidity shall not affect any of the other provisions of our Trust Agreement, and all invalid provisions shall be wholly disregarded in interpreting our Trust Agreement. Section 10. Statutory References Unless the context clearly requires another construction, each statutory reference in our Trust Agreement shall be construed to refer to the statutory section mentioned, related successor sections, and corresponding provisions of any subsequent law, including all amendments. Section 11. Simultaneous Deaths For purposes of our Trust Agreement, if we die under circumstances in which the order of our deaths cannot be established, the Trustor with the smaller taxable estate shall be deemed to have survived the Trustor with the larger taxable estate. If both of our taxable estates are equal, the Husband Trustor shall be deemed to be the survivor. 15-3 If any beneficiary under our Trust Agreement and either or both Trustors die under circumstances in which the order of deaths cannot be established, the Trustors or Trustor shall be deemed to have survived the beneficiary, and our Trust Agreement shall be construed accordingly. Section 12. Gender and Number In our Trust Agreement, where appropriate, except where the context otherwise requires, the singular includes the plural and vice versa, and words of any gender shall not be limited to that gender. Section 13. Governing Commonwealth Law Our Trust Agreement and the trusts created under it shall be construed, regulated and governed by and in accordance with the laws of the Commonwealth of Pennsylvania. Section 14. Definitions The following terms as used in our Trust Agreement are defined as indicated: a. Beneficiary Designation The term 'Beneficiary Designation" means any document executed by a Trustor that affects the manner of payment of amounts held in a plan (of whatever type) subject to the distribution rules of section 401(a)(9) of the Code or any commercial annuity or any similar deferred payment arrangement. b. Child, Children, Issue and Descendants The terms "child" or "children" mean lawful blood descendants in the first degree of the parent designated; and "issue" and "descendants" mean the lawful blood descendants in any degree of the ancestor designated; provided, however, that if a person has been adopted, that person shall be considered a child of such adopting parent, and such adopted child and his or her issue shall be considered issue of the adopting parent or parents and of anyone who is by blood or adoption an ancestor of the adopting parent or either of the adopting parents. The terms "child," "children," "issue," "descendant" and "descendants" or those terms preceded by the terms "living" or "then living" shall include the lawful blood descendant in the appropriate degree of the ancestor designated even though such descendant is born after the death of a parent. Notwithstanding the foregoing 15-4 sentence, the provisions of Article One may in effect exclude certain descendants from being treated as such by restricting the availability of Trust benefits. C. Code The term "Code" means the Internal Revenue Code of 1986, as amended from time to time. The terms "gross estate," "adjusted gross estate," "taxable estate," "unified credit," "state death tax credit," "maximum marital deduction." "marital deduction," and any other terms that, from the context in which they are used, refer to the Code shall have the same meaning as such terms have for the purposes of applying the Code to our Trust Agreement. d. Contributive Share Contributive Share shall refer to property transferred to our Trust Estate by such Trustor during life or at death. e. Deceased Trustor The term "Deceased Trustor" means a Trustor who has died. f. Death Taxes The term "death taxes" means all inheritance, estate, succession and other similar taxes that are payable by any person on account of that person's interest in the estate of the decedent or by reason of the decedent's death, including penalties and interest but excluding the following: 1. Any addition to the federal estate tax for any "excess retirement accumulation" under Code Section 4980A; 2. Any additional tax that may be assessed under Internal Revenue Code Section 2032A; and 3. Any federal or state tax imposed on a generation skipping transfer, as that term is defined in the federal tax laws, unless that generation skipping transfer tax is payable directly out of the assets of a trust created by our Trust Agreement. g. Education The term "education" shall be given broad interpretation and may include but not be limited to: 15-5 1. High School Education at public or private elementary or high schools, including boarding schools. 2. College Undergraduate and graduate study in any and all fields whatsoever, whether of a professional character in colleges or other institutions of higher learning. 3. Specialized Training Specialized formal or informal training in music, the stage, handicrafts, the arts, or vocational or trade schools, whether by private instruction or otherwise. 4. Other Educational Activities Any other activity including foreign or domestic travel that shall tend to develop fully the talents and potentialities of each beneficiary regardless of age. i h. " Heirs at Law References to someone's "heirs at law" mean individuals who are living at the event when property is directed to be distributed to them. Those individuals' identities and the shares of the distributable property that they each receive shall be determined under the intestacy laws of the Commonwealth of Pennsylvania which then govern the distribution of the personal property of a resident dying then, without creditors, owning only the distributable assets. i. Personal Representative The term "Personal Representative" means trustee, executor, executrix, administrator, administratrix, conservator, guardian, custodian or any other type of personal representation. j. Per Stirpes In every case in which a disposition of an interest is to be made to the issue of a person "per stirpes," it is intended that such disposition shall be made in accordance with the principle of representation. This principle in relation to our Trust Agreement means that whenever property is to be distributed to the issue 15-6 of a person, such property shall be divided into as many shares as there are, at the time of disposition, living issue in the nearest degree of kinship to such person and then deceased issue in the same degree who left issue who are then living; each then living issue in the nearest degree receiving one share, and the share of each then deceased issue in the same degree being divided among his or her issue in the same manner. k. Retirement Account The term "Retirement Account" means any deferred payment account, whether or not considered a qualified plan under sections 401, 403, 408 or any other section of the Code, under which by reason of fiduciary accounting principles income is considered earned but not immediately payable. 1. Retirement Account Trustee 1. The term "Retirement Account Trustee" means the Trustee(s) of the Family Retirement Subtrust and Survivor's Retirement Subtrust created under our Trust Agreement. If there is more than one Trustee serving as Trustee of either or both the Family Retirement Subtrust and the Survivor's Retirement Subtrust, then for purposes of our Trust Agreement, all such Trustees shall be included i in the term "Retirement Account Trustee". This definition of Retirement Account Trustee is intended to provide an efficient means to utilize a Beneficiary Designation to indicate the beneficiary of any Retirement Account benefits. 2. The Trustees of the Family Retirement Subtrust and the Survivor's Retirement Subtrust (collectively known, and previously referred to, as the "Retirement Account Trustee") shall divide all Retirement Account balances (the "Balance"), or rights thereto, between the Family Retirement Subtrust and the Survivor's Retirement Subtrust in accordance with the fractional formula division of income in respect of a decedent set out in Article Six; however, relative to such formula: (i) only property affected by a Beneficiary Designation shall comprise the denominator of the fraction; (ii) references to the Family Trust and Survivor's Trust shall be deemed to mean to the Retirement Subtrusts of each of those Trusts; and, (iii) any such division of the Balance shall be determined only after 15-7 taking into account the other fractional formula allocations directed under Article Six. 3. This Retirement Account Trustee arrangement is intended, and shall be interpreted for all purposes, to comply with the applicable requirements of the Code and Treasury Regulations, to obtain treatment of trusts and trust beneficiaries as designated beneficiaries under Code section 401 (a)(9), as amended. m. Surviving Trustor The term "Surviving Trustor" means a Trustor who survives a Deceased Trustor. n. Trust Estate The term "Trust Estate" means all of the property, real and personal, intangible and tangible, that has been transferred to our Trustee, whether or not listed on any Schedules. o. Trustee's Discretion The term "discretion" with regard to a Trustee means such Trustee's sole but f reasonable judgment. In exercising any discretionary power with respect to our Trust, our Trustee shall at all times act in accordance with fiduciary principles and shall act reasonably under the circumstances and not in bad faith or in disregard of the purposes of our Trust. P. Unused Generation Skipping Tax Exemption Equivalent The term "Unused Generation Skipping Tax Exemption Equivalent" means the generation skipping transfer tax exemption provided in section 2631 of the Code in effect at the time of death of a Trustor, reduced by the aggregate of (1) the amount, if any, of such exemption allocated by such Trustor or by operation of law to such Trustor's lifetime transfers and (2) the amount, if any, such Trustor or such Trustor's Personal Representative or Trustee has specifically allocated to property other than property to which such exemption is directed to be allocated by any applicable provision of our Trust Agreement. For purposes of our Trust Agreement, if at the time of death of a Trustor such Trustor has made lifetime transfers of property to which an inclusion ratio of greater than zero would be applicable and for which the gift tax return due date has not expired (including extensions) and a return has not yet been filed, it shall be deemed that the generation skipping transfer exemption has been allocated to 15-8 such transfers to the extent necessary and possible to exempt such transfers from generation skipping transfer tax. q. Unused Unified Credit Equivalent The term "Unused Unified Credit Equivalent" means that value of a Deceased Trustor's taxable estate determined without regard to the marital deduction that can be transferred at death without causing any federal estate tax liability because of: 1. Any available Unified Credit, 2. The Credit for State Death Tax to the extent it does not increase the amount of death taxes payable to any state, 3. The Credit for Prior Transfers, 4. Allowable exclusions from the Taxable Estate, 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, will, or otherwise) or under other provisions of our Trust. We have executed our Trust Agreement on the date set forth on the first page of our Trust Agreement. We certify that we understand our Trust Agreement and that it correctly states the terms and conditions under which our Trust Estate is to be held, managed and disposed of by our Trustee. We approve this revocable living trust in all particulars and request our Trustee to execute it. 15-9 Trustors: DAVID G. LEE MARY J 1JEE' Trustees: DAVID G. LEE MARY J. LEE ly»i lt?cfu.AU ICL? sl0& SIGNATURE OF FIRST WITNESS SIGNATURE OF SECOND WITNESS NAME OF FIRST WITNESS NAME OF SECOND WITNESS RD . -Eox G2-7 AKu hoxS-rY6 STREET ADDRESS STREET ADDRESS vm>I �n ICtSC) r Lcl�,,,a., CITY, STATE, ZIP CITY, STATE, ZIP STATE OF PENNSYLVANIA ) SS COUNTY OF CUMBERLAND ) On this I ' before me, �L per. the undersigned officer, personally appeared DAVID G. LEE auxrMARY J. LEE, TruS rs Trustees, known to me (or satisfactorily proven) to be the per ons whose names are su cribed to the within instrument and acknowledged that they executed the same for the purposes therein contained. In witness whereof I hereunto set my hand and official seal. gotta'y Publk Title of Officer Notarial Seal John D.Grigsby.Notary Public Prepared by: Shre��5bury Twp..York County John D. Grigsby My Commission Ex(iires Oct. i,2001 Attorney At Law 60 E. Forrest Avenue Shrewsbury, PA 17361 (717) 235-4050 FAX (717) 235-3555 15-10 1/3012014 1:18:07 PM slrasrsry OMB Approval No,2502-0265 A. Settlement Statement(HUD-1) t Mx B.Type of Loan 1.Q FHA 2.Q RHS 3.0 Cons,Unins. 6.File Number: ].Loan NumDec &Mortgage Insurance Case Number: 4.0VA 5.0 Conv.Ins. El Other 20140]9] 4600061213 C.Note: This form is furnished to give you a statement Of actual settlement costs.Amounts paid to and by the settlement agent are shown. Items marked"(POC)"were paid outside the closing;they are shown here for informational purposes and are not induced in the totals. D.Name It Address Donald C.Lank,924 W,Toddle Road,Mechanicsburg,PA 17055 of Borrower Tammy B.Lank,924 W.Throne Road,Mechanicsburg,PA 17065 E.Name&Address Estate of David G.Lee,7032 WerRVine Rd,.Mechanicsburg,PA 17050 of Seller: F.Name&Address American Neighborhood Mortgage Acceptance Co.,700 East Gate Drive,Ste 400,Mt,Laurel,NJ OB054,Loan:4600061213 of Lender: G.Property Location: Property Address 7032 Weroddile Rd,Mechanicsburg,Pennsylvania 17050 PIN 38130985078 H.Settlement Agent: Great Road Settlement Services,LLC,6 S.17th Street,Camp Hill,PA 17011,(717)731-1040 Place of Settlement: 6 S.17th Street,Camp Hill,PA 17011 I.Settlement Date: 1/3112 014 Proration Date: 113112014 Disbursement Date: 113112014 J.Summary of Bolfowet's Transaction "'" K.Summary of Seller's Transaction - 100. Gross Amount Due from Borrower age Gross Amount Due to Seller " 101. Contract sales price $145.00000401. Contract sales Once $145,00000 102. Personal property 402. Personal property 103. Settlement charges to borrower(line 1400) $7,323.27 403. 104, 404. 105, 405. Adjustments for Items paid by seller in advance Adjustments for items Paid by seller in advance 106. Citynown taxes 406 Crylown taxes 107. County taxes 40T County taxes 108. Assessments 408. Assessments 109. School Tax 113112014 to 613012014 $59521 409. School Tax 113112014 to 613012014 $595.21 110. 410. 111, 411. 112, 412. 120. Gross Amount Due from Borrower $152,918.48420. Gross Amount Due to Seller $145,595.21 200. Addodms Paid by dr in Behalf of Bort6wer 500. .Reductions in Amount Due to Seller 201. Deposit or earnest money $14,500.00501. Excess deposit lsee instruebors) 202. Principal amount of new loans) $116,000.00502. Settlement charges to seller(line 1400) $13,08000 203. Existing loans)taken subject to 503 Existing lead s)taken subject to 204. 504. Payoff offirst mortgage loan 205. 505. Payoff of second mortgage loan 206. 506. Deposit or earnest money $14,500.00 207, 507. 208. 508. 209, 509. Adjustments for items unpaid by seller Adjustments for items unpaid by seller 210. Cdy/town taxes 510. City/town taxes 211. County taxes 11112014 to 113112014 $39.10 511. County taxes 111/2014 to 1/3112014 $39.10 212. Assessments - 512 Assessments 213. 513. 214. 514. 215. 515. 216. 516. 217. 517, 216. 518. 219 519. 220, Total Paid slider Borrower $130,539.10520. Total Reduction Amount Due Seller $27,599.10 300. Cash at Settlement frnmito Borrower - ""` 600. Cash at Settlement talhom Seller 301. Grossamountdue0om bonower(linel20) 1 $152,918 4 81 601 Gross amount due to seller(line 420) $145,595.21 aoa. tens amounts paid by"o'b"hd"r(Ilne 220) (3130,539 10)002. Less reductions in amount due seller(line 520) ($27,599.10) 303. Cash SO ❑TO Borrower $22,379.38603. Cash PITOpFromtaller $117,996.11 SUBSTITUTE FORM 1099 SELLER STATEMENT- The information comained m Blocks E,G,H and I and on line 401(oq it line 401 is asteriaked lines 403 and 404),406.407 and 408112(applicable pad of buyefs real estate tax reportable to me IRS)is impodant tax Information and is being fumished to me Internal Revenue Service.If you are required to file a return,a negligence penalty or other sanction will W imposed on you if this item is required 0 be imported!antl me IRS determines mat it has not risen reported. SELLER INSTRUCTION- If this rest estate was your principal residence,file form 2119,Sale or Exchange of Principal Pastures.for any gain,with your income tax return; for other tmnsaceons,complete me applicable pans of form 4797,Form 8252 and/or Schedule D(Form 1040). You are required to provide the Settlement Agent with your carted taxpayer Identification number. If you do not provide the Settlement Agent arm your correct taxpayer Identification nurtures.you may be moled to civil or criminal penalties. d�ilL�i 7i. Estate of DaN G.Lee The Public Reporting Burden for this collection of information Is estimated at 35 minutes per response for collecting,reviewing,and reporting the data. This agency may not collect this information,and you are not required to complete this form,unless it displays a cupendy valid OMB control number. No confidentiality is assured;this disclosure is mandatory. This is designed to provide the domes to a RESPA covered transaction with information during the settlement Process. Previous editions are obsolete Page 1 HUD-1 1602014 1:18:07 PM File Number.20140787 L Settlement Charges ' ' - - -' - 700. Total Real Estate Broker Fees Paid From Paio Fmm Division of commission(line 700)as folloas: Bono s Sellees 701. Funds at Funds at . 702. Settlement Settlement 703. Commission Paid at settlement 701. 800. Items Payable In Connection with Loan - -' 801. Our origination dMme American Nelgnto ood Mongage Acceptance CoSa50.00(ham GFE at) 602. Your ae n m dnanle(points)for One specifx:(Merest rite dloaen (mom GFE 92) 603. Yen ad ustal orgiwtion Carges to American Neishbalood Mortgage Axe aandk®e GFE A) 5050.00 804, Appalsal fee to Cpester (mom GFE 03) $550.00 605. Creed reporl to UCS (man GFE 03) $62.83 806. Tax service to Mina Mae (mom GFE 03) $65.00 807. Flood oemilastion m Corelogic (mwn GFE 03) stem 608. 900. Items Required by Lender to Be Paid in Advance 901. DORY axaaaIl chages fmm 161114 to L1114 C$16.56491day (man GFE 910) $16.68 902 Mongage im,umace p untum for (man GFE 031 . 903. fftxno s insurance fat to AMlate (from GFE 011) $527.46 801. 905. 1000.Reserves DePoeltM whh Lander ' 1001. InlOal deposit kr your esao.nexunt (mom GFE t6) -$525.80 1002. Homeownefs insurance 3 mo.®5x3.9600 per mo, $131.88 1003. Mortgage Msurence 1004 City property taxes 1005: County poPerty taxes 2 mo.®539.6500 per mo. $7930 1006. School Texas 8 mo.®$107.5300 per mo. S660.24 1007, idea. tabs. Aggaegate Adlustmad (5545.62) 1100.rue Charges - 1101. Tolle aerAm and lendets 99e insum. (fram GFE ad) $565.00 1102. Settlement or oloong fee 1103. O-WS Ulle insurance to Great Road Settlement Services,LLC (fmm GFE 95) $1,125.00 1104, 1andCa Mle Insumnoa to Great Road Settlement Services,LLC 5150.00 1105. lendefs Use policy limit$116.000 W 1106. 0~S tole Pulley Anne$145.dNM 1107. Agent's Potion of the total SM InSUrance pemium t0 Great Read Settlement Services,LLC $1,275.00 1108. Ualemn tees potion of the Idol 990 b Sunmea Mmlum to Stewmq Title Guarani y Can parry 50.00 1108. Closing PMeetion Lever to Sleaxn TUe Guaranty Canpeny s75.00 1110, Ooo Prep Fee to Great Road Settlement Services.LLC $250.00 1111. OnanighuValre to Grad Road Settlement Stakes,LLC $65.ab 1112. Note,Fee to Cash $25.00 1113. Tax CM m Great Road Settlement Services.LLC $t0.ab 1114, 1115. 1200.Gowmmerd Recording and Transfer Charges - 1201. Gavemment reounfi g charges (f.GFE 07) $125.50 1202. Deed$55.50 Mdigage Releases S55.50 1203. Transfer taxes (imm GFE 08) 32,800.00 1204. CItY1C0unty taxhatemps Geed$1.450.00 s1.450,0, 1205. Suite ILXISOMPS Deed$/A50.00 $1450,00 1206. UPI CMifi union D 510.00 Mortgage$10.00 $20.00 1207. E-Recdding Fee Deed 525.00 Mortgage S25.00 $50.00 Iliad.Additional Settlement Chargas - - - - 1301. Flanked serricea that you ran slap foa (fmm GFE 06) 1302. Inheriuiioe W csaov to Register of Wills.Agent 310,150.00 1303. Audipnee a Charge 10 John Cad Auction Camoarry $2,900.00 1304. 1305. 1400. Total Settlement Changes(enter on Ilnes 103.Section J and 502,Section K) moudea Odglne PdM(sesdoo). u--.-i•voc•..vs Pau a,mue uw q M eonw.er(P B),LenOer(POOL),Mongoge Baker(POCM),Omer(POCO).Real Estate Agent(POCR),err Salty(POCS). Pabvious Mltions are obsolete Page 2 HUD-1 1130120141:18:07 PM File Number:20140797 GER11IFICA41ON: I have carefully reviewed Me HUD-1 Settlement Statement and to the best of my knowledge and said.it is a roe and accurate statement of all receipts and disbursements made on my concert or by me In this transaction I fuller certfy that I have received a copy of HUD-1 Settlement Statement The Settlement Agent does not war ant or represent the accuracy of information providedW any party Including information worsening POC items and information supplied by Me lender in this transaction appearing on Mls HUD-1 Settlement Statement pertaining to'Comparison of Good Faith Estimate(GFE)and HUD-1 Charges"and'Loan Terrorist,and Me patties hold harmless Me SeltlemenlA arras to any inaco suer matters. Y�n�De,1iC .clJntmt llx�ly-tvrx - I)iIiiiald C.Lank —{' Estate of Da- G.Lee I C,,, w)C Tammy B.Lank To Me best of my knowledge,the H msment Statement whim I have prepared is We and accurate a funds which were received and have been or will be disbursed by Me uncle ' Pof th settlement of this transaction. fre >tiij Jame .Milleq Esq. Date RNING: It is a cdm o knpiingIt make false statements to the United States on his m any other sim fomr.Penalties upon conviction can induce a fine and rmpdsonment.For its see:Tide te'.U.S.Code Section 1001 and Section 1010, Previous editions are obsolete Page 3 HUD-1 AneriChoice FEDERAL CREDIT UNION Building Relationships For Life October 3, 2013 . Gingrich, Smith, Klingensmith & Dolan Attorneys At Law 222 South Market Street, Ste. 201 PO Box 267 Elizabethtown, PA 17022 Re: Estate of David G. Lee Attorney Smith, The decedent had one member number, 33212; titled David G. Lee; DBA The Sharp Shop. Account33212 Regular Savings (suffix 0001)—opened 05/05/2001; Joint, Mary Lee, added at opening Money Market (suffix 0018)—opened 04/14/2007; no Joint owner on this share Date of death balances are as follows: Balance Dividends earned from 1/1/13 to DOD 0001 - $ 406.34 $ 0.22 0018 - $ 14,234.81 $ 12.38 Mr. Lee did not have a safe deposit box or IRA shares with AmeriChoice. This account was closed on August 12, 2013 with 2 checks. One check was made payable to the Estate for $14,395.45 and one check made payable to Mary Lee for$256.38. 1 have enclosed Mr. Lee's final statement for your records. Please feel free to contact me directly with any questions you may have. Sincerely, Bonnie R. Seagraves Operations Specialist Phone(717) 591-1282 Fax (717) 697-3713 Email bseaeraves(cdamerichoice.ore Main Office:2175 Bumble Bee Hollow Road •Mechanicsburg, PA 17055 •Phone:(717)697-3474 •Fax:(717)697-3713 Website:www.americhoice.org Eq- I Dpponutly LENDER LENDER CREDITUNIONS �e —.......��#��j(}(j/Jy T Yw.N.mHea.v)nnAa.b.Ihx,nN.YSTRar,d E 1 T V s 1m IIXx NLStYm6FlkAWCm..tM ' - I b=Ll" s depdx.dv.dipvY dx 9�nmN+d bfxrzb ixa.&abn. ASksDWitd[ - fiNANCMt CORPORATION MIDYA aaA1M MFbxwb,m! . .. Mwxt.wR bJP)KT tM IPC.1MPIt IFRSIIa\I. t:If lWy,p„PW Sw]�.Lnw.RMb3MT1.@UAI i,]J)]t WNMeC�M.0it0JTLna. MAIL TO: CONFIRMATION IlulllfhgllllurnldtPlulhLl,IhPu„nty,l��t�nl,lh 0001272101 MB 0.39001TR00058XPVL1MD1000000 t, For the account of: DAVID G LEE DAVID G LEE 7032 WERTZVILLE RD MECHANICSBURG PA 17050-1542 7032 WERTZVILLE RD Account Number: SZV-087316 Account Type: 1 Your Registered Representative: CRAIG NISSLEY Your Registered Representative Number: 72U For additional information please see the reverse side You Bought: HSBC SK USA MC LEAN VA CTF DEP ACT/365 HEAD START INCOME Trade Dale: 12.23-11 OPPTY CD WITH AUTO INTEREST VARIES MATURITY 12131/2018 Process Date: 12.2311 DATED 12/2912011 BOOK ENTRY ONLY 1ST CPN CITE 12131/12 Process D Date: 12.29-11 CPN AMT ANNUALLY ON DEC 31 Cusip: 40431G-E3-9 We confirm the below trade, subject to the terms and conditions set forth on this confirmation. Z6TE�, ti B 15000 100.00 15,000.00 5.00 i5,00S.00 5 WICKED Order Variable Rate All or a portion of the service fee Is due to paper trade confirmation surcharge This bank Issued certificate of deposit is eligible for Federal Deposit Insurance Corporation(FDIC)coverage,If you do not exceed value limits for this bank Issuer,If you have any questions,please confirm with your Investment professional or financial organization.You may also visit the website http:/I w w.fdie.gov for further Information on FDIC eligibility guidelines, Payment for order flow-invest Financial Corporation transmits customer orders for execution to various dealers based on a number of factors.These include: size of order,supply and liquidity of bond market,and market conditions.Invest Financial Corporation receives remuneration,compensation or other consideration from these dealers based upon the amount of sales generated for the training,education and related marketing promotion to the registered representatives of Invest Financial Corporation, THIS CONFIRMATION Is AN ADVICE NOTAN INVOICE REMITTANCE OR SECURITIES ARE DUE ON OR BEFORE SETR.EMENT DATE, SEE TERMS AND CONOITIONS AND EXPLANATION OF CODED SYMBOLS RELATING TO THIS CONFIRMATION.ON OTHER THAN ROUND LOTS(NOHMALLY IN SHARESI,IF'OFF' PAGE: Oft APPEARS ABOVE.AN OOO.toT DIFFERENTIAL HAS SEEN CHARGED IN CONNECTION"M THIS TRANSACTN]N.THE AMOUNT OF SUCH DIFFEACHnAL ML BE FURNISHED UPON REOUEST. CLEARING THROUGH PERSNWG LLC,MEMOER FWRA,NYSE,SAC,FERSiNGt$ASJ&SWKAYOFTNE BANK OFM Ydt%MC1tM CORRRATfUt.ONE OSRSWH,PLAZA,AERSEY CITY,Nt0710 .- AWA II- SL N0. 0000839464 MEMBERS 1" Issued By Moneyg Payment Systems,Inc. fv P.O.Box x 9476,Minneapolis MN 55480 I-FEDERALCRFDIT UNION ,�.,., Drawee: BOKF,NA P.O.Box 40 ?,LarijPr EUFAULA,OK g Mechanicsburg,Pennsylvania 17055 49-55 061 08/13/13 *** TEN THOUSAND ONE HUNDRED THIRTY-NINE DOLLARS AND *** y *** 22 CENTS *** $10, 139. 22 PAY k-yArTI Yr4m 10 1 13 9 Dollars 2 2 COnts OFFICIAL CHECK DrawGc MEMBERS 1S FEDE L CREDIT UNION y 1 TO THE THE ESTATE OF DAVID G LEE wosl NA URES REQUIRED RCNECK OVER 52,5pa.00 1 ORDER OF , � coNrR R k _ n•000083946411' 1: 103LOOSSli:0 1 600 1 1 30 4 78 211' 4 1 ' ' V Estate of David G. Lee Personal Property Date of Sale 12/21/13. Total Sale L. $28,724.75 Advertising-$1,806.88 Port let-$68.90 Tent-$225.25 Comm. - $4,308.71 Total Expenses -$6,409.74 Total Due to Seller - $22,315.01 NO Sot 1 -5t-4-U� ree`S )c l f 0--c �n , c)tt � y � St MEMBERS 11I FEDERAL CREDIT UNION DAVID G LEE LIVING TRUST REGULAR SAVINGS ACCOUNT: Account Number/Suffix 132587-00 Date Account Established 05/03/1993 Principal Balance at Date of Death $5.00 Accrued Interest to Date of Death $0.00 Total Principal and Accrued Interest $5.00 Name-of Trustee David G Lee Name of Trustee Mary J Lee INVESTMENT SAVINGS ACCOUNT: Account Number/Suffix 132587-05 Date Account Established 05/22/2012 Principal Balance at Date of Death $4,906.54 Accrued Interest to Date of Death $0.30 Total Principal and Accrued Interest $4,906.84 Name of Trustee David G Lee Name of Trustee Mary J Lee CERTIFICATE OF DEPOSIT: Account Number/Suffix 132587-45 Date Account Established 04/28/2012 Principal Balance at Date of Death $10,130.06 Accrued Interest to Date of Death $4.58 Total Principal and Accrued Interest $10,134.64 Name of Trustee David G Lee Name of Trustee Mary J Lee MEMBERS 1ysT�FEDERAL CREDIT UNION Tessa L Klugh Lending Insurance Support Specialist September 20, 2013 Estate of: DAVID G LEE Date of Death: 0711612013 Social Security Number: 187-38-1339 5000 Louise Drive • P.O. Box 40 • Mechanicsburg,Pennsylvania 17055 (800) 283-2328 www..members1st.org Yi Thrlvent Financki for Lutheraw A&Owyaf SwA &v lwMnma OwNwAl fy" Facsimile Transmission This company uses RightFAXO fax server software from RightFAX, Inc. From: Name: Deb Wenninger Fax Number: 800-225-2264 Voice Phone: To: Name: John Smith Company: Fax Number: 717-367-3219 Voice Phone: Fax Notes: Please see requeseted information regarding the Estate of David Lee Date and time of transmission: Tuesday, September 24, 2013 10:12:30 AM Number of pages including this cover sheet: 02 A RightFAX°Communicated Document . . . .. . .. .... September 24,2013 John Smith Gingrich Smith Klingensmith & Dolan PO Box 267 Elizabethtown PA 17022 Subject: Estate of David G Lee Dear Mr.Smith: This letter is in response to your letter regarding the Estate of David G.Lee. At the time of his death, Mr. Lee owned contracts LC4835798 and LV3199148 with Thrivent Financial. Contract LC4835798 was an IRA variable annuity contract. The date of death value was $62,440.95. The entire amount was taxable. The contract beneficiary was Mary Jane Lee,spouse. Contract LV3199148 was a variable universal life contract. The date of death value was $50,000.00. The contract beneficiary was Mary Jane Lee, spouse. The claim has already been settled. There are no death proceeds remaining to be paid. Please let us know if you have any questions.You may reach us at 800-847-4836. Sincerely, Deb Wenning(er,ALHC,ACS Advanced Claims Examiner Claim Operations Member Interacations dkw David Grant Lee, deceased 506316860 7 M d O m r r 00 O N N Z N o P n N O 3+' tH N ` d 3 O1 P co w d N N A R (0 O O d O N N co r r O _CC O � vv C UIL w O N a s H o = 0) d.`o� v M v w ''m� LL C � RNN NN NNy m O O Z z C ZOO K d C d c R L« O O d O O « y d t0 t0 C .O�y o y o C«�d oO° ° c m °, U') d° d u a °o vv : a IL C� IT n dry � L C d d« 0 t jsvn mw dm O Z �a� o a O w°"0 Om C vv ywmjO a) r 0 0 m« E c > a�i (N. csj 3 i,?c� E rn C W oz O N c aVOa /W > y 0).n c V X� d U O o wco� a L>. a 0 0 a c CD N N cw M C O Eq Z R a IL m m d m U n O p O y O d � 7r 0) y O) dc CO R R � O O N y R a `. V 0 0 u� dUJLU w w Ld LI 3 � a � L E �wwc z' to mood —L R y y nv co Q U)U) y y y y O 69 O V� C c c C O °MZa a ill 1 y R a y W W H N qi 0 � C O N N 0 N N m 0 ^ C C $USE FUNE R L ]qOM E 145 North Grant Street 9066 Jonestown Road 2 East Main Street Palmyra, PA 17078 Grantville, PA 17028 Hummelstown, PA 17036 717-838-7034 717469-2341 717-566-2016 Jeffrey W. Buse Nathan W. Buse, Supervisor Donna R.G. Buse Funeral Director Branch Location Funeral Director M Jane Lee y 24, 2013 7032 Wertzville Road Due Date: August 24, 2013 Mechanicsburg, PA 17050 FUNERAL EXPENSES FOR DAVID G. LEE: PROFESSIONAL SERVICES Services of Funeral Director and Staff(Direct cremation) $ 1,720.00 $ 1;720.00 TRANSPORTATION Transfer of Remains to Funeral Home $ 175.00 $ 175.00 MERCHANDISE Three Keepsakes $ 135.00 $ 135.00 CASH ADVANCES Coroner Authorization $ 30.00 Certified Copies of the Death Certificate $ 150.00 $ 180.00 TOTAL CHARGES $ 21210.00 BALANCE DUE: $ 2,210.00 J� )d q0) �'A