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HomeMy WebLinkAbout05-01-14 ..J1 1505610143 REV-1500 EX(02-11) '' PA Department of Revenue OFFICIAL USE ONLY p Pennsylvania county code Year File Number Bureau of Individual Taxes °`°""`"r"r°°"s""°` 21 14 PO 60x.280601 INHERITANCE TAX RETURN Harrisburg, PA 17128-0601 RESIDENT DECEDENT ENTER DECEDENT INFORMATION BELOW Social Security Number Date of Death Date of Birth 12 14 2013 04 19 1945 Decedent's Last Name Suffix Decedent's First Name MI ACKROYD SALLY L (If Applicable)Enter Surviving Spouse's Information Below Spouse's Last Name Suffix Spouse's First Name MI Spouse's Social Security Number THIS RETURN MUST BE FILED IN DUPLICATE WITH THE REGISTER OF WILLS FILL IN APPROPRIATE OVALS BELOW ❑ 1. Original Return ❑ 2. Supplemental Return ❑ 3. Remainder Return(Date of Death Prior to 12-13-82) 4. Limited Estate 4a.Future Interest Compromise 5. Federal Estate Tax Return Required (date of death after 12-12-82) X] g Decedent Died Testate Decedent t c py Maintained a Living Trust B. Total Number of Safe Deposit Boxes (Attach nt Copy Died Will) PY ) El 9. Litigation Proceeds Received 10.Spousal Povert Credit(Date of Death 11.Election to tax under Sec.9113(A) between 12-31J7 and f-1-95) (Attach Schedule O) CORRESPONDENT-THIS SECTION MUST BE COMPLETED.ALL CORRESPONDENCE AND CONFIDENTIAL TAX INFORMATION SHOULD BE DIRECTED TO: Name Daytime Telephone Number AARON C JACKSON ESQ 717 237 4800 REGISTER OF WILLS USE ONLY ry CJ o First Line of Address C --� 409 NORTH SECOND STREET rmrnv ZD s n Second Line of Address SUITE 500 �zOATE F!LEq�1 City or Post Office State ZIP Code �� � -n - HARRISBURG PA 17101 CZT n 3 co r m a —I r j C:) cn 1 i o � Correspondent's e-mail address: aaron.jackson[dbipc.com Under penalties of perjury,1 declare that I have examined this return,including accompanying schedules and statements,and to the best of my knowledge and belief,. it is true,correct and complete.Declaration of preparer other than the personal representative is based on all information of which preparer has any knowledge. SIGNATURE OF PERSON RESP IB FOR FILING RETURN DATE e n�w� Ted J.Ackroyd �ADORESS 62 Creek Bank Drive, Mechanicsburg, PA 17050 SIG TU OF PREPARER OTHER THAN REPRESENTATIVE DATE Q �J Aaron C. Jackson Esq. RESs 409 N. Second Street Suite 500, Harrisburg, PA 17101-1357 Side 1 1505610143 1505610143 J 1 1505610243 -J REV-1500 EX Decedent's Social Security Number De edenrsName: Ackroyd, Sally Lou RECAPITULATION 1. Real Estate(Schedule A)....................................................................................... 1. 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. 190 , 330 . 02 6. Jointly Owned Property(Schedule F) ❑ Separate Billing Requested............ 6. 7. Inter-Vivos Transfers&Miscellaneous Non-Probate Property (Schedule G) a Separate Billing Requested............ 7, 8, Total Gross Assets(total Lines 1 through 7).. .. .. .. - .. - .. - .. 8, 190 , 330 . 02 9. Funeral Expenses and Administrative Costs(Schedule H).................................... 9. 9, 453 . 54 10. Debts of Decedent,Mortgage Liabilities and Liens(Schedule 1)............................ 10. 14 , 324 . 32 11. Total Deductions(total Lines 9 and 10)................................................................ 11. 23 , 777 . 86 12. Net Value of Estate(Line 8 minus Line 11).......................................................... 12. 166,552 . 16 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. 166,552 - 16 TAX COMPUTATION-SEE INSTRUCTIONS FOR APPLICABLE RATES 15. Amount of Line 14 taxable at the spousal tax rate,or transfers under Sec.9116 15 0 . 00 (a)(1.2)X.00 16. Amount of Line 14 taxable at lineal rate X .045 166,552 . 16 16. 7 , 494 . 85 17. Amount of Line 14 taxable at sibling rate X.12 0 . 00 17. 0 . 00 18. Amount of Line 14 taxable at collateral rate X.1 5 0 . 00 18. 0 . 00 19. TAX DUE................................................................................................................ 19. 7 , 494 . 85 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 21-14-2013 Decedent's Complete Address: DECEDENT'S NAME Ackroyd, Sally Lou STREET ADDRESS 62 Creek Bank Drive CITY STATE ZIP Mechanicsburg PA 17050 Tax Payments and Credits: 1. Tax Due(Page 2, Line 19) (1) 7,494.85 2. Credits/Payments A. Prior Payments 7,000.00 B. Discount 368.42 Total Credits(A +B) (2) 7,368.42 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) 126.43 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;....................................... ....................................... ❑ b. retain the right to designate who shall use the property transferred or its income;...................... ❑ ❑x c. retain a reversionary interest;or............................................................................................................... ❑ ❑ 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 for" or payable upon death bank account or security at his or her death?....... ❑ 4. Did decedent own an individual retirement account,annuity,or other non-probate property which ❑ ❑ contains a beneficiary designation?.................................................................................................................. x IF THE ANSWER TO ANY OF THE ABOVE QUESTIONS IS YES,YOU MUST COMPLETE SCHEDULE G AND FILE IT AS PART OF THE RETURN. For dates of death on or after July 1,1994 and before Jan. 1, 1995,the tax rate imposed on the net value of transfers to or for the use of the surviving spouse is 3 percent[72 P.S.§9116(a)(1.1)(i)], For dates of death on or after 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. Fordates of death on or after July 1,2000: • The tax rate imposed on the net value of transfers from a deceased child 21 years of age or younger at death to or forthe use of a natural parent,an adoptive parent,or a stepparent of the child is 0 percent[72 P.S.§9116(a)(1.2)1. • The tax rate imposed on the net value of transfers to or for the use of the decedent's lineal beneficiaries is 4.5 percent,except as noted in[72 P.S.§9116(a)(1)]. • The lax rate imposed on the net value of transfers to or for the use of the decedent's siblings is 12 percent[72 P.S.§9116(a)(1.3)]. A sibling is defined, under Section 9102,as an individual who has at least one parent in common with the decedent,whether by blood or adoption. Rev-1508 EX-(11.10) SCHEDULE E Pennsylvania CASH, BANK DEPOSITS, & MISC. DEPARTMENT OF REVENUE INHERITANCE TAX RETURN PERSONAL PROPERTY RESIDENT DECEDENT ESTATE OF FILE NUMBER Ackroyd, Sally Lou 21-14-2013 Include the proceeds of litigation and the date the proceeds were received by the estate. All property jointlyowned with the right of survivorship must be disclosed on schedule F. ITEM VALUE AT DATE NUMBER DESCRIPTION OF DEATH 1 Metro Bank Money Market Account#2843542628 190,286.23 Accrued interest on Item 1 through date of death 43.79 TOTAL(Also enter on Line 5, Recapitulation) 190,330.02 (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-1511 EX.(104)9) pennsylvania SCHEDULE H DEPARTMENT OF REVENUE FUNERAL EXPENSES AND INHERITANCE TAX RESIDENT DECEDENT RETURN ADMINISTRATIVE COSTS ESTATE OF FILE NUMBER Ackroyd Sally Lou 21-14-2013 Decedent's debts must be reported on Schedule I. ITEM DESCRIPTION AMOUNT NUMBER A- FUNERAL EXPENSES: See continuation schedule(s)attached 2,067.00 B. ADMINISTRATIVE COSTS: 1. Personal Representative's Commissions Name of Personal Representative(s) Street Address City State ZiD Year(s)Commission Paid 2. Attorneys Fees Buchanan Ingersoll & Rooney PC 6,500.00 3, Family Exemption: (If decedent's address is not the same as claimant's,attach explanation) Claimant Street Address City State ZiD Relationshio of Claimant to Decedent 4. Probate Fees 636.54 5. Accountant's Fees 250.00 6. Tax Return Preparers Fees 7. Other Administrative Costs TOTAL(Also enter on line 9, Recapitulation) 9,453.54 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 Ackroyd Sally Lou 21-14-2013 ITEM NUMBER DESCRIPTION AMOUNT Funeral Expenses 1 Hetrick Funeral Home 2,067.00 H-A 2,067.00 Copyright(c)2002 form software only The Lackner Group, Inc. Form PA-1500 Schedule H(Rev.6-98) Rev-1512 EX-(12-08) SCHEDULE 1 pennsylvania DEBTS OF DECEDENT, DEPARTMENT OF REVENUE INHERITANCE TAX RETURN MORTGAGE LIABILITIES AND LIENS RESIDENT DECEDENT ESTATE OF FILE NUMBER Ackroyd, Sally Lou 21-14-2013 Report debts incurred by the decedent prior to death that remained unpaid at the date of death,including unmimbumed medical expenses. ITEM VALUE AT DATE NUMBER DESCRIPTION OF DEATH 1 Carlisle Regional Medical Center 93.56 2 Cumberland Goodwill Fire Rescue EMS 1,438.29 3 Green Ridge Village Nursing Home 7,947.82 4 Millenium Pharmaceutical Systems 1,125.97 5 Pennsylvania Department of Revenue-2013 Income Tax 788.00 6 West Shore EMS 2,930.68 TOTAL(Also enter on Line 10, Recapitulation) 14,324.32 (If more space is needed,additional pages of the same size) Copyright(c)2008 form software only The Lackner Group, Inc. Form PA-1500 Schedule I(Rev. 12-08) REV-1513 EX-(01-10) pennsylvania SCHEDULE J DEPARTMENT OF REVENUE p p INHERITANCE TAX RETURN - BENEFICIARIES IARIES RESIDENT DECEDENT ESTATE OF FILE NUMBER Ackroyd, Sally Lou 21-14-2013 NAME AND ADDRESS OF RELATIONSHIP TO SHARE OF ESTATE AMOUNT OF ESTATE NUMBER PERSON(S)RECEIVING PROPERTY DECEDENT (Words) ($$$) 0 o List taeW I TAXABLE DISTRIBUTIONS [include outright spousal distributions,and transfers under Sec.9116 a 1.2 Paul James Ackroyd Son 55,517.39 450 Barbara Drive Mechanicsburg, PA 17050 Peter John Ackroyd Son 55,517.39 918 Acri Road Mechanicsburg, PA 17050 Sarah Lynn Franklin Daughter 55,517.39 6107 Alleo Lane Harrisburg, PA 17111 Total 166,552.17 Enter dollar amounts for distributions shown above on lines 15 through 18 on Rev 1500 cover sheet,as approp riate. 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 SALLY LOU ACKROYD I, SALLY LOU ACKROYD, of Cumberland County, Pennsylvania, make this Will and revoke all of my prior wills and codicils. Article One Distribution of My Property Section 1. Pour-Over to My Living Trust All of my property of whatever nature and kind, wherever situated, shall be distributed to my revocable living trust. The name of my trust is: SALLY LOU ACKROYD and TED J. ACKROYD, Trustees of the SALLY LOU ACKROYD LIVING TRUST, dated November 15, 2006, and any amendments thereto. Section 2. Alternate Disposition If my revocable living trust is not in effect at my death for any reason whatsoever, then all of my property shall be disposed of under the terms of my revocable living trust as if it were in full force and effect on the date of my death. Page 1 Section 3. Testamentary Trust If my spouse survives me, I authorize my personal representative to establish, with the assets of my probate estate, if any, or with any property distributed to my personal representative from my Trustee, a testamentary trust (or trusts) for the benefit of my spouse and my other beneficiaries under the same terms and conditions of my revocable living trust as it exists at the date of my death. I appoint the Trustee and successor Trustee named in my revocable living trust as the Trustee and successor Trustee of my testamentary trust(s). The Trustee of my testamentary trust(s) shall have all the administrative and investment powers given to my Trustee in my revocable living trust and any other powers granted by law. My Trustee shall be under no obligation to distribute property directly to my personal representative, but rather may distribute such property directly to the Trustee of the testamentary trust(s). Any property distributed to my testamentary trust(s) by the Trustee of my revocable living trust shall be distributed by the Trustee of my testamentary trust(s) in accordance with the terms and conditions of my revocable living trust as it exists on the date of my death. Article Two Powers of My Personal Representative My personal representative shall have the power to perform all acts reasonably necessary to administer my estate, as well as any powers set forth in the statutes in the State of Pennsylvania relating to the powers of fiduciaries. Page 2 Article Three Payment of Expenses and Taxes and Tax Elections Section 1. Cooperating with the Trustee of My Living Trust I direct my personal representative to consult with the Trustee of my revocable living trust to determine whether any expense or tax shall be paid from my trust or from my probate estate. Section 2. Tax Elections My personal representative, in its sole and absolute discretion, may exercise any available elections with regard to any state or federal tax laws. My personal representative, in its sole and absolute discretion, may elect to have all, none, or part of the property comprising my estate for federal estate tax purposes qualify for the federal estate tax marital deduction as qualified terminable interest property under Section 2056(b)(7) of the Internal Revenue Code. My personal representative shall not be liable to any person for decisions made in good faith under this Section Section 3. Apportionment All expenses and claims and all estate, inheritance, and death taxes, excluding any generation-skipping transfer tax, resulting from my death and which are incurred as a result of property passing under the terms of my revocable living trust or through my probate estate shall be paid without apportionment and without reimbursement from any person. However, expenses and claims, and all estate, inheritance, and death taxes assessed with regard to property passing outside of my revocable living trust or outside of my probate estate, but included in my gross estate for federal estate tax purposes, shall be chargeable against the persons receiving such property. Page 3 Article Four Appointment of My Personal Representative I appoint the following to be my personal representatives: TED J. ACKROYD, or if TED J. ACKROYD is unwilling or unable to serve, I appoint PAUL JAMES ACKROYD, PETER JOHN ACKROYD, and SARAH LYNN FRANKLIN. I direct that my personal representatives not be required to furnish bond, surety, or other security. I have signed this Will on December 12, 2006. SALLY MU ACKROYD The foregoing Will was, on the day and year written above, published and declared by SALLY LOU ACKROYD in our presence to be her Will. We, in her presence and at her request, and in the presence of each other, have attested the same and have signed our names as attesting witnesses and have initialed each page. We declare that at the time of our attestation of this Will, SALLY LOU ACKROYD was, according to our best knowledge and belief, of sound mind and memory and under no undue duress or constraint. ITNESS WI�E S Page 4 STATE OF PENNSYLVANIA ) ss. COUNTY OF CUMBERLAND ) We, SALLY LOU 4CKROYD, J V�ja /41wFWj and AIL/yZ la J, &p L < , the Testatrix and the witnesses, respectively, whose names are signed to the foregoing Will, having been swom, declared to the undersigned officer that the Testatrix, in the presence of the witnesses, signed the instrument as her last Will, that she signed, and that each of the witnesses, in the presence of the Testatrix and in the presence of each other, signed the Will as a witness. ice z SALLY,Ir U ACKROYD TNESS WITi SS Subjribed and sworn before me by SALLY LOU ACKROYD, the Testatrix, and by vtn 4&,e -; and L-lVVnpn J, Bt,jjc_ the witnesses, on December 12, 2006. NOTARY PUB NOTARIAL SEAL THOMAS J. AHRENS, NOTARY PUBLIC CITY OF MECHANICSBURG, CUMBERLAND CTY. MY COMMISSION EXPIRES FEB. 12, 2007 Page 5 s THE SALLY LOU WETZEL ACKROYD LIVING TRUST November 15, 2006 Restatement dated May 10, 2010 Tucker Arensberg, P.C. 111 N. Front Street HARRISBURG, PENNSYLVANIA 17108 717.234.4121 The Sally Lou Wetzel Ackroyd Living Trust Table of Contents Article One Establishing My Trust..................................................... 1-1 Section 1.01 Identifying My Trust.................................................................... 1-1 Section 1.02 Reliance by Third Parties on Affidavit or Certification of Trust............................................................................................. 1-1 Section 1.03 Transferring Property to My Trust............................................... 1-2 Section 1.04 Powers Reserved by Me as Trustmaker....................................... 1-2 Section 1.05 Grantor Trust Status..................................................................... 1-3 Article Two Family Information.......................................................... 2-1 Article Three Trustee Succession Provisions..................................... 3-1 Section 3.01 Resignation of a Trustee .............................................................. 3-1 Section 3.02 Trustee Succession During My Lifetime..................................... 3-1 Section 3.03 Trustee Succession After My Death............................................3-2 Section 3.04 Notice of Removal and Appointment..........................................3-4 Section 3.05 Appointment of a Cotrustee.........................................................3-4 Section 3.06 Corporate Fiduciaries...................................................................3-4 Section 3.07 Incapacity of a Trustee................................................................. 3-4 Section 3.08 Appointment of Independent Special Trustee.............................. 3-5 Section 3.09 Rights and Obligations of Successor Trustees...............1............. 3-5 Article Four Administration of My Trust During My Incapacity........ 4-1 Section 4.01 Definition of My Incapacity.........................................................4-1 Section 4.02 Determination of My Incapacity........:... .. ............ ........................4-1 Section 4.03 Trust Distributions During My Incapacity...................................4-2 Article Five Administration of My Trust Upon My Death..................5-1 Section 5.01 My Trust Shall Become Irrevocable............................................ 5-1 Section 5.02 Administrative Trust.................................................................... 5-1 Section 5.03 Payment of My Expenses and Taxes ........................................... 5-1 Section 5.04 Restrictions on Certain Payments from Qualified RetirementPlans.......................................................................... 5-2 Section 5.05 Payment of Death Taxes.............................................................. 5-2 Section 5.06 Coordination with My Personal Representative.......................... 5-4 Section 5.07 Authority to Make Tax Elections................................................. 5-4 Section 5.08 Payment of Charitable Bequests.................................................. 5-5 i Article Six Specific Distributions and Disposition of Tangible Personal Property........................................................... 6-1 Section 6.01 Specific Gift of Residence...........................................................6-1 Section 6.02 Distribution of Tangible Personal Property by Memoranda........6-1 Section 6.03 Distribution of Remaining Tangible Personal Property...............6-1 Section 6.04 Definition of Tangible Personal Property....................................6-2 Section 6.05 Encumbrances and Incidental Expenses of Tangible Personal Property.. ....... .......... .....6-2 Section 6.06 Residuary Distribution...............................:.................................6-2 Article Seven Creation of Trust Shares Upon My Death ..................... 7-1 Section 7.01 Division of My Trust if My Wife Survives Me..................... .....7-1 Section 7.02 Disposition of Property Upon Disclaimer by My Wife_.... .......7-3 Article Eight The Spousal Trust........................................................... 84 ' Section 8.01 Distribution of Income..................................................................8-1 Section 8.02 Distributions of Principal.............................................................8-1. Section 8.03 Unproductive Property.................................................................8-1 Section 8.04 General Power of Appointment...................................................8-1 Section 8.05 Termination of the Spousal Trust at the Death of My Wife........ 8-2 Article Nine The Credit Shelter Trust................................................. 9-1 Section 9.01 Credit Shelter Trust Beneficiary..................................................9-1 Section 9.02 Distribution of Income and Principal...........................................9-1 Section 9.03 Guidelines to My Trustee.............................................................9-1. Section 9.04 Termination of the Credit Shelter Trust..............._............. ........9-1 Article Ten Creation of Charitable and Non-Charitable Shares.... 10-1 Section 10.01 Creation of the Charitable Share................................................ 10-1 Section 10.02 Funding the Charitable Share..................................................... 10-1 Section 10.03 . Creation of the Non-Charitable Shire......_............................... 10-2 Article Eleven Distribution of the Charitable Share............................ 11-1 Section I I.01 Charitable Trust Term................................................................ l l-I Section 11.02 The Charitable Recipient........................................................... 11- 1 Section 11.03 Purpose of Distributions to Charity ........................................... 11-1 Section 11.04 Power to Substitute........................ ......... ....._....... ......__....... 11-2 Section,11.05 Calculation of the Annuity Amount........................................... 11-2 Section 11.06 Payment of the Annuity Amount............................................... 11-2 Section 11.07 Adjustments to the Annuity Amount in Short Taxable Years .......................................................................................... 11-3 Section 11.08 Excess Income ........................................................................... 11-3 Section 11.09 Taxable Year Defined.............:.................................................. 11-3 Section 11.10 Additional Contributions Prohibited.......................................... 11-3 ii Section 11.11 Administration as a Single Fund................................................ 11-3 Section 11.12 Conformity with Federal Tax Laws........................................... 11-3 Section 11.13 Private Foundation Restrictions................................................. 11-4 Section 11.14 Other Payments Prohibited.........................:.............................. I1-4 Section 11.15 Investments ................................................................................ 11-4 Section11.16 Accounts .................................................................................... 11-5 Article Twelve Distribution of the Non-Charitable Share.................... 12-1 Section 12.01 Division of Remaining Trust Property....................................... 12-1 Section 12.02 Distribution of the Share for Paul James Ackroyd .................... 12-1 Section 12.03 Distribution of the Share for Peter John Ackroyd ..................... 12-2 Section 12.04 Distribution of the Share for Sarah Lynn Ackroyd Franklin..... 12-3 Article Thirteen Remote Contingent Distribution.................................. 13-1 Article Fourteen Administration of Trusts for Underage and Incapacitated Beneficiaries.......................................... 14-1 Section 14.01 Distributions for Underage and Incapacitated Beneficiaries ..... 14-1 Section 14.02 Methods of Distribution............................................................. 14-1 Section 14.03 Application of Article................................................................ 14-3 Article Fifteen Retirement Plans and Life Insurance Policies............ 15-1 Section 15.01 Retirement Plans........................................................................ 15-1 Section 15.02 Life Insurance Policies............................................................... 15-3 Section 15.03 Limitation on Liability of Payor............................:................... 15-4 Section 15.04 Collection Efforts....................................................................... 15-4 Section 15.05 No Obligation to Purchase or Maintain Benefits....................... 15-5 Article Sixteen Trust Administration..................................................... 16-1 Section 16.01 Distributions to Beneficiaries .................................................... 16-1 Section 16.02 No Court Proceedings................................................................ 16-1 Section16.03 No Bond..................................................................................... 16-1 Section 16.04 Exoneration of My Trustee........................................................ 16-2 Section 16.05 Trustee Compensation ............................................................... 16-2 Section 16.06 Employment of Professionals .................................................... 16-3 Section 16.07 Exercise of Testamentary Power of Appointment..................... 16-3 Section 16.08 Determination of Principal and Income..................................... 16-3 Section 16.09 Trust Accounting ....................................................................... 16-4 Section 16.10 Action of Trustees; Disclaimer.................................................. 16-4 Section 16.11 Delegation of Trustee Authority; Power of Attorney................ 16-5 Section 16.12 Additions to Separate Trusts...................................................... 16-5 Section 16.13 Authority to Merge or Sever Trusts........................................... 16-6 Section 16.14 Authority to Terminate Trusts ................................................... 16-6 Section 16.15 Merger of Corporate Fiduciary.................................................. 16-7 iii Section 16.16 Beneficiary's Status................................................................... 16-7 Section 16.17 Discharge of Third Persons........................................................ 16-7 Section 16.18 Certificate by Trustee................................................................. 16-8 Section 16.19 Funeral and Other Expenses of Beneficiary .............................. 16-8 Section 16.20 Marital Deduction Qualification................................................ 16-8 Article Seventeen My Trustee's Powers .................................................... 17-1 Section 17.01 Introduction to Trustee's Powers............................................... 17-1 Section 17.02 Execution of Documents by My Trustee................................... 17-1 Section 17.03 Investment Powers in General ................................................... 17-1 Section 17.04 Banking Powers ......................................................................... 17-2 Section 17.05 Business Powers......................................................................... 17-2 Section 17.06 Contract Powers......................................................................... 17-5 Section 17.07 Common Investments ................................................................ 17-5 Section 17.08 Environmental Powers............................................................... 17-6 Section 17.09 Farm, Ranch and Other Agricultural Powers............................. 17-6 Section 17.10 Insurance Powers ....................................................................... 17-7 Section 17.11 Loans and Borrowing Powers.................................................... 17-7 Section 17.12 Nominee Powers .................:...................................................... 17-8 Section 17.13 Oil, Gas and Mineral Interests ................................................... 17-8 Section 17.14 Payment of Taxes and Expenses................................................ 17-9 Section 17.15 Qualified Family Owned Business Interests Deduction............ 17-9 Section 17.16 Qualified Real Property Valuation............................................. 17-9 Section 17.17 Real Estate Powers..................................................................... 17-9 Section 17.18 Residences and Tangible Personal Property............................ 17-10 Section 17.19 Retention and Abandonment of Trust Property....................... 17-10 Section 17.20 Securities, Brokerage and Margin Powers............................... 17-11 Section 17.21 Settlement Powers.................................................................... 17-11 Section 17.22 Sub-Chapter S Corporation Stock Provisions.......................... 17-12 Section 17.23 Limitation on My Trustee's Powers ........................................ 17-15 Article Eighteen General Provisions ....................................................... 18-1 Section 18.01 Maximum Term for Trusts......................................................... 18-1 Section 18.02 Spendthrift Provision................................................................. 18-1 Section 18.03 Contest Provision....................................................................... 18-1 Section 18.04 Survivorship Presumption.......................................................... 18-2 Section 18.05 Divorce or Annulment............................................................... 18-2 Section 18.06 Changing the Situs of Administration........................................ 18-2 Section18.07 Definitions.................................................................................. 18-2 Section 18.08 General Provisions and Rules of Construction.......................... 18-7 iv The Sally Lou Wetzel Ackroyd Living Trust Article One Establishing My Trust On November 15, 2006, I established the Sally Lou Wetzel Ackroyd Living Trust. I now wish to restate that trust in its entirety. The date of this restated agreement is May 10, 2010. The parties to this restated agreement are Sally Lou Ackroyd (the "Trustmaker") and Sally Lou Ackroyd and Ted J. Ackroyd (collectively, the"Trustee"). Section 1.01 Identifying My Trust My trust may be referred to as "Sally Lou Ackroyd and Ted J. Ackroyd, Trustees of the Sally Lou Ackroyd Living Trust dated November 15, 2006, and any amendments thereto." For the purpose of transferring property to my trust, or identifying my trust in any beneficiary or pay-on-death designation, any description referring to my trust shall be effective if it reasonably identifies my trust. Any description that contains the date of my trust, the name of at least one initial or successor Trustee and an indication that my Trustee is holding the trust property in a fiduciary capacity shall be sufficient to reasonably.identify my trust. Section 1.02 Reliance by Third Parties on Affidavit or Certification of Trust From time to time, third parties may require documentation to verify the existence of this agreement, or particular provisions of it, such as the name or names of my Trustee or the powers held by my Trustee. To protect the confidentiality of this agreement, my Trustee may use an affidavit or a certification of trust that identifies my Trustee and sets forth the authority of my Trustee to transact business on behalf of my trust. The affidavit or certification may include pertinent pages from this agreement, such as title or signature pages. A third party may rely upon an affidavit or certification of trust that is signed by my Trustee with respect to the representations contained in the affidavit or certification of trust. A third party relying upon an affidavit or certification of trust shall be exonerated from any liability for actions the third party takes or fails to take in reliance upon the representations contained in the affidavit or certification of trust. A third party dealing with my Trustee shall not be required to inquire into the terms of this agreement or the 1-1 authority of my Trustee, or to see to the application that my Trustee makes of funds or other property received by my Trustee. Section 1.03 Transferring Property to My Trust Any,person or entity may transfer property of any kind, nature and description to my trust in any manner authorized by law. (a) Initial Funding of My Trust By execution of this agreement, I transfer, convey and assign to my Trustee the trust property described on Schedule A, attached to this agreement. (b) Acceptance by My Trustee By execution of this agreement, my Trustee accepts and agrees to hold the trust property described on Schedule A, along with all other property initially transferred to it by virtue of subsection (a). All property transferred to my trust after the date of this agreement must be acceptable to my Trustee, My Trustee may refuse to accept any property. My Trustee shall hold, administer and dispose of all trust property accepted by my Trustee for my benefit and the benefit of my beneficiaries in accordance with the terns of this agreement. (c) Community Property Any community property conveyed to my trust, including the income from such property and the proceeds from the sale of such property, shall retain its character as community property during my life and the life of my husband to the same extent as if it had not been conveyed to my trust. Section 1.04 Powers Reserved by Me as Trustmaker During my lifetime, I shall retain the powers set forth in this Section in addition to any powers that I reserve in other provisions of this agreement. (a) Action on Behalf of My Trust During any period that I am serving as a Trustee of my trust, I may act for and conduct business on behalf of my trust without the consent of any other Trustee. During any period of time that my husband and I are serving together as Cotrustees, she may make all decisions and exercise all powers and discretions granted to my Trustee under this trust created under this agreement without the consent of any other Trustee. 12 (b) Amendment, Restatement or Revocation I have the absolute right, at any time and from time to time, to amend, restate, or revoke any term or provision of this agreement in whole or in part. Any amendment, restatement, or revocation must be in a written instrument signed by me. (c) Addition or Removal of Trust Property I have the absolute right, at any time and from time to time, to add to the trust property and to remove any property from my trust. (d) Control of Income and Principal Distributions I have the absolute right to control the distribution of income and principal from my trust. My Trustee shall distribute to me, or to such persons or entities as I may direct, as much of the net income .and principal of the trust property as I deem advisable. My Trustee may distribute trust income and principal to me or for my unrestricted use and benefit, even to the exhaustion of all trust property. Any undistributed.income shall be added to the principal of my trust. (e) Approval of Investment Decisions I have the absolute right to approve my Trustee's investment decisions. My approval of investment decisions shall be binding on all other beneficiaries of this agreement. Section 1.05 Grantor Trust Status By reserving the broad rights and powers set forth in Section 1.04 of this Article, I intend to qualify my trust as a "Grantor Trust" under Sections 671 to 677 of the Internal Revenue Code so that, for federal income tax purposes, I will be treated as the owner during my lifetime of all the assets held in my trust as though I held them in my individual capacity. During any period that my trust is a Grantor Trust, the taxpayer identification number of my trust shall be my social security number, in accordance with Treasury Regulation Section 301.6109-1(a)(2). 1-3 Article Two Family Information I am married to Ted J. Ackroyd. Any reference in this agreement to "my husband" is a reference to Ted J. Ackroyd. I have three children. Their names are: Paul James Ackroyd, Peter John Ackroyd, and Sarah Lynn Ackroyd Franklin. All references in this agreement to "my children" are references to these children. References in this agreement to "my descendants" are references to my children and their descendants. 2-1 Article Three Trustee Succession Provisions Section 3.01 Resignation of a Trustee A Trustee may resign by giving notice to me. If I am deceased, a resigning Trustee shall give notice to the income beneficiaries of the trust and to any other Trustee then serving. A Trustee's notice of resignation shall become effective upon the successor Trustee's acceptance of appointment. Section 3.02 Trustee Succession During My Lifetime During my lifetime, this Section shall govern the removal and replacement of my Trustees. (a) Removal and Replacement by Me I may remove any Trustee with or without cause at any time. If a Trustee is removed, resigns or cannot continue to serve for any reason, I may serve as sole Trustee, appoint a Trustee to serve with me or appoint a successor Trustee. (b) During My Incapacity During any time that I am incapacitated, my husband shall serve as my Trustee. If my husband is unable to serve for any reason, Paul James Ackroyd, Peter John Ackroyd, and Sarah Lynn Ackroyd Franklin,jointly, or the survivor of them shall serve as my successor Trustee. If I am incapacitated, my husband, or if he is also incapacitated or deceased, a majority of my children may remove any Trustee with or without cause. If I am incapacitated and there is no named successor Trustee, my husband shall appoint an individual or corporate fiduciary to serve as my successor Trustee. If my husband is deceased, a majority of my children shall appoint my successor Trustee. All appointments, removals and revocations shall be by signed written instrument. Notice of removal shall be delivered to the Trustee being removed and shall be effective in accordance with the provisions of the notice. 3-1 Notice of appointment shall be delivered to and accepted by the successor Trustee and shall become effective at that time. A copy of the notice shall be attached to this agreement. Section 3.03 Trustee Succession After My Death After my death, this Section shall govern the removal and replacement of my Trustees. (a) Trustees of the Administrative Trust I appoint the following to serve as Trustee of the Administrative Trust upon my death, in the order named: Ted J. Ackroyd and then Paul James Ackroyd, Peter John Ackroyd, and Sarah Lynn Ackroyd Franklin,jointly, or the survivor of them. (b) Trustees of the Spousal Trust I appoint the following to serve as Trustee of the Spousal Trust in the order named: Ted J. Ackroyd and then Paul James Ackroyd, Peter John Ackroyd, and Sarah Lynn Ackroyd Franklin,jointly, or the survivor of them. (c) Trustees of the Credit Shelter Trust I appoint the following to serve as Trustee of the Credit Shelter Trust in the order named: Ted J. Ackroyd and then Paul James Ackroyd, Peter John Ackroyd, and Sarah Lynn Ackroyd Franklin,jointly, or the survivor of them. (d) Trustees of the Ackroyd Family Charitable Trust I appoint the following to serve as Trustee of the Ackroyd Family Charitable Trust: Paul James Ackroyd, Peter John Ackroyd, and Sarah Lynn Ackroyd Franklin,jointly, or the survivor of them. 3-2 (e) Trustee of the Paul James Ackroyd Lifetime Trust I appoint Paul James Ackroyd to serve as Trustee of the Paul James Ackroyd Lifetime Trust. (f) Trustee of the Peter John Ackroyd Lifetime Trust I appoint Peter John Ackroyd to serve as Trustee of the Peter John Ackroyd Lifetime Trust. (g) Trustee of the Sarah Lynn Ackroyd Franklin Lifetime Trust I appoint Sarah Lynn Ackroyd Franklin to serve as Trustee of the Sarah Lynn Ackroyd Franklin Lifetime Trust. (h) Removal of a Trustee A Trustee may be removed only for cause, which removal must be approved by a court of competent jurisdiction upon the petition of any beneficiary. In no event shall the court petitioned to approve the removal of a Trustee acquire any jurisdiction over the trust except to the extent necessary to approve or disapprove removal of a Trustee. If a beneficiary is a minor or is incapacitated, the parent or legal representative of the beneficiary may act on behalf of the beneficiary. (i) Default of Designation If the office of Trustee of a trust created under this agreement is vacant and no designated successor Trustee is able and willing to act as Trustee, my husband shall appoint an individual or corporate fiduciary as successor Trustee. If my husband is deceased, a majority of the income beneficiaries of the trust shall appoint an individual or corporate fiduciary as successor Trustee. If there are no income beneficiaries, then a majority of all beneficiaries shall make the appointment. Any beneficiary may petition a court of competent jurisdiction to appoint a successor Trustee to fill any vacancy remaining unfilled after a period of 30 days. By making such appointment, the court shall not thereby acquire any jurisdiction over the trust, except to the extent necessary for making the appointment. If a beneficiary is a minor or is incapacitated, the parent or legal representative of the beneficiary may act on behalf of the beneficiary. 3-3 Section 3.04 Notice of Removal and Appointment Notice of removal shall be in writing and shall be delivered to the Trustee being removed and to any other Trustees then serving. The notice of removal shall be effective in accordance with its provisions. Notice of appointment shall be in writing and shall be delivered to the successor Trustee and any other Trustees then serving. The appointment shall become effective at the time of acceptance by the successor Trustee. A copy of the notice shall be attached to this agreement. Section 3.05 Appointment of a Cotrustee Any individual Trustee may appoint an individual or a corporate fiduciary as a Cotrustee. A Cotrustee so named shall serve only as long as the Trustee who appointed such Cotrustee (or, if such Cotrustee was named by more than one Trustee acting together,by the last to serve of such Trustees) serves, and such Cotrustee shall not become a successor Trustee upon the death, resignation, or incapacity of the Trustee who appointed such Cotrustee, unless so appointed under the terms of this agreement. The Trustee appointing a Cotrustee may revoke the appointment at any time with or without cause. Section 3.06 Corporate Fiduciaries Any corporate fiduciary serving under this agreement as a Trustee must be a bank, trust company, or public charity that is qualified to act as a fiduciary under applicable federal and state law and that is.not related or subordinate to any beneficiary within the meaning of Section 672(c) of the Internal Revenue Code. Such corporate fiduciary shall: Have a combined capital and surplus of at least Twenty-Five Million Dollars; or Maintain in force a policy of insurance with policy limits of not less than Twenty-Five Million Dollars covering the errors and omissions of my Trustee with a solvent insurance carrier licensed to do business in the state in which my Trustee has its corporate headquarters. Section 3.07 Incapacity of a Trustee If.any individual Trustee, other than me, shall become incapacitated, it shall not be necessary for the incapacitated Trustee to resign as Trustee. A written declaration of incapacity by the Cotrustee, if any, or, if none, by the party designated to succeed the incapacitated Trustee, if made in good faith, shall terminate the trusteeship. 3-4 Section 3.08 Appointment of Independent Special Trustee If for any reason the Trustee of any trust created under this agreement is unwilling or unable to act with respect to any trust property or any provision of this agreement,the Trustee shall appoint, in writing, a corporate fiduciary or an individual to serve as an Independent Special Trustee as to such property or with respect to such provision. The Independent Special Trustee appointed shall not be related or subordinate to any beneficiary of the trust within the meaning of Section 612{c} of the Internal Revenue Code. The Trustee may revoke any such appointment at will An Independent Special Trustee shall exercise all fiduciary powers granted by this agreement unless expressly limited elsewhere in this agreement or by the Trustee in the instrument appointing the Independent Special Trustee. An Independent Special Trustee may resign at any time by delivering written notice of resignation to the Trustee. Notice of resignation shall be effective in accordance with the terms of the notice. Section 3.09 Rights and Obligations of Successor Trustees Each successor Trustee serving under this agreement, whether corporate or individual, shall have all of the title, rights, powers and privileges granted to the initial Trustees named under this agreement. In addition, each successor Trustee shall be subject to all of the restrictions unposed upon and obligations and duties, discretionary and ministerial, given to the initial Trustees named under this agreement. 35 Article Four Administration of My Trust During My Incapacity Section 4.01 Definition of My Incapacity I shall be considered incapacitated during any time that, because of age, illness, mental disorders, dependence on prescription medications or other substances, or any other cause, I am unable to effectively manage my property or financial affairs. Section 4.02 Determination of My Incapacity For purposes of this agreement, I am incapacitated if I am determined to be so under any one of the following subsections. (a) Private Determination I shall be deemed incapacitated if my "disability panel," by majority opinion, determines that my then existing circumstances fall within the definition of incapacity as provided in Section 4.01. 1 shall be deemed restored to capacity if majority of my disability panel signs a written opinion that I can effectively manage my property and financial affairs. (1) Disability Panel My disability panel shall consist of the following individuals: My Primary Care Physician; Ted J. Ackroyd; Paul James Ackroyd, Peter John Ackroyd, and Sarah Lynn Ackroyd Franklin 4-1 My disability panel may consult with my attending physician or any medical specialist for assistance in determining my incapacity. (2) Replacement of Disability Panel Members If any member of my disability panel is for any reason unable to serve on my disability panel, then my disability panel will consist of the remaining named individuals. If all of the named individuals are unable to serve, then my disability panel will consist of two licensed physicians. (b) Court Determination I shall be deemed incapacitated if a court of competent jurisdiction determines that I am legally incapacitated, incompetent, or otherwise unable to effectively manage my property or financial affairs. (c) Detention or Disappearance I shall be deemed incapacitated if I cannot effectively manage my property or financial affairs due to my unexplained disappearance or absence for more than 30 days, or if I am detained under duress. My disappearance, absence, or detention under duress may be established by an affidavit of my Trustee, or, if no Trustee is serving under this agreement, by the affidavit of any beneficiary under this agreement. The affidavit shall describe the circumstances of my disappearance, absence, or detention under duress. A third party dealing with my Trustee in good faith may always rely on the representations contained in the affidavit. Section 4.03 Trust Distributions During My Incapacity During any period of time that I am incapacitated, my Trustee shall administer my trust and distribute its net income and principal as provided in this Section. (a) Distributions for My Benefit My Trustee shall . regularly and conscientiously make appropriate distributions of trust income and principal for my general welfare and comfort under the circumstances existing at the time such distributions are made. Distributions under this subsection shall include payments for any of my enforceable legal obligations. My Trustee may also make distributions for the payment of insurance premiums for insurance policies owned by me or by my trust, including but not limited to, life, medical, disability, property 4-2 and casualty, errors and omissions and long-term health care insurance policies. My Trustee is authorized to honor pledges and continue to make gifts to charitable organizations that I have regularly supported in the amounts I have customarily given. The examples included in this subsection are for purposes of illustration only and are not intended to limit the authority of my Trustee to make distributions for my benefit that my Trustee determines to be appropriate. (b) Manner of Making Distributions My Trustee may make distributions for my benefit in any one or more of the following ways: To me, but only to the extent I am able to manage such distributions; To other persons and entities for my use and benefit; To my agent or attorney-in-fact authorized to act for me under a legally valid durable power of attorney executed by me prior to my incapacity; To my guardian or conservator who has assumed responsibility for me under any court order, decree or judgment issued by a court of competent jurisdiction. (c) Distributions for the Benefit of My Husband My Trustee may distribute as much of the net income and principal of my' trust as my Trustee deems necessary for the health, education, maintenance or support of my Husband. 4-3 Article Five Administration of My Trust Upon My Death Section 5.01 My Trust Shall Become Irrevocable Upon my death, my trust shall become irrevocable and my social security number may no longer be used to identify my trust. My Trustee shall apply for a separate taxpayer identification number for my trust. Section 5.02 Administrative Trust After my death and prior to the distribution of trust property as provided in the subsequent Articles of this agreement, my trust shall be an administrative trust but may continue to be known as the Sally Lou Ackroyd Living Trust. My administrative trust shall exist for a reasonable period of time necessary to complete the administrative tasks set forth in this Article. Section 5.03 Payment of My Expenses and Taxes My Trustee is authorized but not directed to pay from the administrative trust: Expenses of my last illness, funeral and burial or cremation, including expenses of memorials and memorial services; Legally enforceable claims against me or my estate; Expenses of administering my trust and my estate; and Court ordered allowances for those dependent upon me. These authorized payments are discretionary with my Trustee. My Trustee may make decisions on these payments without regard to any limitation on payment of such expenses imposed by law and may make payments without obtaining the approval of any court. No third party may enforce any claim or right to payment against my trust by virtue of this discretionary authority. My Trustee shall not pay any administrative expenses from assets passing to an organization that qualifies for the federal estate tax charitable deduction or to a split-interest charitable trust or from the net income, of property qualifying for the estate tax marital deduction, if such payment would result in a reduction in the estate tax marital deduction available to my estate under Section 2056(b) 5-1 of the Internal Revenue Code or violate the provisions of Treasury Regulation Section 20.2056(b)-4(d). My Trustee shall pay death taxes out of the principal of the trust property as provided in Section 5.05. If, however, a probate estate is opened within six.months from the date of my death, my Personal Representative shall pay claims, expenses and death taxes from my probate estate to the extent that the cash and readily marketable assets included in my probate estate are sufficient to pay such items unless my Trustee has already paid them. Section 5.04 Restrictions on Certain Payments from Qualified Retirement Plans The "designation date" shall mean September 30 of the calendar year following the calendar year in which my death occurs, or on or after such other date as shall be established by Treasury Regulations or other tax law authority as the final date for determining whether this trust meets the requirements for treatment of the trust's beneficiaries as if they had been named directly as beneficiary of any qualified retirement plan payable to this trust. Notwithstanding any other provision of this agreement or state law to the contrary, my Trustee may not, on or after the "designation date", distribute to or for the benefit of my estate, any charity or any other non-individual beneficiary any qualified retirement benefit payable to a trust created under this agreement. It is my intent that all such qualified retirement benefits held by or payable to this trust on or after the designation date be distributed to or held for only individual beneficiaries, within the meaning of Section 401(a)(9) of the Internal Revenue Code. Accordingly I direct that qualified retirement benefits not be used or applied on or after the designation date for payment of my debts, taxes, expenses of administration or other claims against my estate or for payment of estate, inheritance or similar.transfer taxes due on account of my death. This paragraph shall not apply to any bequest or expense that is specifically directed to be funded with qualified retirement benefits. Section 5.05 Payment of Death Taxes For the purposes of this Article, the term "death taxes" shall refer to any taxes imposed by reason of my death by federal, state or local authorities, including but not limited to estate, inheritance, gift, and direct-skip generation-skipping transfer taxes. For purposes of this Section, death taxes shall not include any additional estate tax imposed by Section 2031(c)(5)(C), Section 2032A(c) or Section 2057(f) of the Internal Revenue Code or any other comparable recapture tax imposed by any taxing authority. Nor shall death taxes include any generation-skipping transfer tax, other than a direct skip generation-skipping transfer tax. 5-2 Except as otherwise provided in this Section or elsewhere in this agreement, my Trustee shall provide for payment of all death taxes from the administrative trust without apportionment. My Trustee shall not seek contribution toward or recovery of any such payments from any individual. (a) Protection of Exempt Property In no event shall death taxes be allocated to or paid from any assets that are not included in my gross estate for federal estate tax purposes. (b) Protection of the Marital Deduction Notwithstanding anything to the contrary in this agreement, no death taxes shall be paid from or allocated to any property qualifying for the federal estate tax marital deduction. (c) Protection of the Charitable Deduction Notwithstanding anything in this agreement to the contrary, no death taxes shall be allocated to or paid from any assets passing to an organization that qualifies for the federal estate tax charitable deduction, or from any assets passing to a split-interest charitable trust, unless my Trustee has first used all other assets available to my Trustee to pay the taxes. i Specifically, my Trustee shall not make any distributions to the Ackroyd Family Charitable Trust as created in this agreement, until after the payment of all expenses, claims and taxes as provided in this Section and consistent with Revenue Ruling 72-395, 1972-2 C.B 340; Section 5.09. Upon creation, the trust shall be free of any estate, inheritance or succession taxes payable by reason of the death of the survivor of my wife and me and free of all funeral and other administration expenses. (d) Property Passing Outside of My Trust Death taxes imposed with respect to property included in my gross estate for death tax purposes but passing outside of my trust shall be apportioned among the persons and entities benefited in the proportion that the taxable value of the property or interest bears to the total taxable value of all property and interests included in my gross estate for death tax purposes. The values to be used for the apportionment shall be the-values as finally determined under federal, state or local law as the case may be. I direct that any death tax paid as a result of the inclusion in my taxable estate of property held in a qualified terminable interest property "QTIP" trust created for me by my wife be apportioned to and collected from the assets of the QTIP trust as provided in Section 2207A of the Internal Revenue Code. 5-3 Section 5.06 Coordination with My Personal Representative The following provisions are intended to help facilitate the coordination between my Personal Representative, if any, and my Trustee. These provisions apply even if my Personal Representative and my Trustee are the same person or entity. (a) Reliance on My Personal Representative My Trustee may rely upon the written request of my Personal Representative for payments authorized under this Article and the amounts included in such payments without computing the sums involved. If a payment is made under this Article to my Personal Representative, my Trustee shall not have any duty to inquire into the application of the payment. (b) Receipt of Probate Property My Trustee may accept or decline any distributions of property tendered to my Trustee by my Personal Representative. As to property deemed acceptable by my Trustee, my Trustee may accept the property without audit and without obligation to review the records of my Personal Representative. i (c) Purchase of Assets from and Loans to My Probate Estate My Trustee is authorized to purchase and retain, as an investment for my trust estate, any property that forms a part of my probate estate. My Trustee may make loans, with or without security, to my probate estate. My Trustee shall not be liable for any loss suffered by my trust as a result of the exercise of the powers granted to my Trustee in this subsection. (d) Discretionary Distributions to My Personal Representative My Trustee is authorized to distribute to my probate estate, as a beneficiary of this trust, cash or other trust property, including accrued income, to whatever extent my Trustee determines it to be in the best interests of the beneficiaries of my trust. Section 5.07 Authority.to Make Tax Elections Following my death, I authorize my Trustee to make tax elections as provided in this Section. If, however, a personal representative is appointed for my probate estate and my Personal Representative is the recipient of specific statutorily delegated authority relative to any tax election, the discretionary authority granted my Trustee relative to the tax election shall be subordinate to the statutorily delegated authority. 5-4 , (a) Tax Elections My Trustee's authority to make tax elections shall include, but shall not be limited to, the right to choose the alternate valuation date, the right to elect whether to take administration expenses as estate tax deductions or income tax deductions, the right to allocate my unused generation-skipping exemption to all or any portion of the trust property, the right to make special use valuation elections, and the right to defer payment of all or any portion of any taxes. My Trustee may elect to treat my administrative trust as part of my estate for federal or state income tax purposes or both. My Trustee may elect to have trust property qualify for the "family owned business deduction" authorized under Section 2057 of the Internal Revenue Code. My Trustee may enter into any agreement on behalf of my trust that is necessary to validly make such election under the Internal Revenue Code. My Trustee may make equitable adjustments between income and principal on account of any tax elections made by my Trustee. i (b) Allocation of GST Exemption My Trustee may elect to allocate or not allocate any portion of the available GST exemption under Section 2631 of the Internal Revenue Code, or a counterpart exemption under any applicable state law, to any property of which I am the transferor for generation-skipping transfer tax purposes, including any property transferred by me during my life as to which I did not make an allocation prior to death. The exercise of such discretion shall be based on the transfers, gift tax returns and other information known to my Trustee, with no requirement that allocations benefit the various transferees or beneficiaries equally, proportionally, or in any other particular manner. (c) Qualified Conservation Easements My Trustee may create a qualified conservation easement, as defined in Section 2031(c)(8)(A) of the Internal Revenue Code in any land held by my trust and make the necessary election provided by Section 2031(c)(6). Section 5.08 Payment of Charitable Bequests I instruct my Trustee to satisfy all of my charitable gifts and bequests, to the extent possible, from property that constitutes income in respect of a decedent; however, my 5-5 Trustee shall not be required to allocate any IRD to any charitable lead trust created under this agreement. ij l h �I �I 5-6 +t4 a - 4'1 -wx KNOW' cuir ad li!m'p ut"Ir-[w 'I!5'I law;Q ni 5quivull RC emov wnmvp� imuUMAO • wh homagNub ad We WICIdA lads) A: bin NOW" anvW1138 11110deuH YRI W laull, jPA W glo'aivicl tcl:S 5"Hl bfvi 'J-qfle' fAI ("!jn Ar 510 W; aim "I YE A IV!WAP Ad I Ili PI •Sx J-Lffj;': Wi-mf'A wt'J1 1-1 1ww001 u suR whoM sh x swum jkle sumuft yj;t :;Odnh ?,"' sdT (Z) uunbulq U; 00 muf1m, '-fL' I.'341 jilmnliilirrl jAj YmMuMb h c-ouqVITI {millm! aill Iinsluu.' ufjiIlmrlim ra lu%iflu? ml In airjwnulh ca jfumllri n1diewl wImA *"j" '), d10 Ott WW IM OWEN! Y;n nuislamu A, gaim'"aa-, ism td hum du buism JIQ '100110:04 AQ tin hiumn •UoUoubol A, 20his .) 0. InmPIN I)SWUVI ;Y21 J'W s "rlijaa-jlqmr) arli MU003v CAN UVAGI ad Hude 111.0 x0i MOB Ohio gn 1W ii';':b 1=k'.'!:• 10 mom udi 109mmunaU !MIT (1), !a UUWV tat k, A I qMj fly; lWr"hnU!Mj, &Q' AW 31WO MASP JQ j,vnjpqSNb 4TnR a yhyqpq Stj The Marital Share shall carry its pro rata share of the income, provided that in no event shall the Marital Share receive less income than that required to be paid to my wife under applicable state law. My Trustee shall administer the Marital Share as provided in Article Eight. (b) Creation of the Non-Marital Share My Trustee shall allocate the balance of the trust property to the Non- Marital Share. My Trustee shall administer the Non-Marital Share as provided in Article Nine. (c) Funding the Fractional Share My Trustee shall have complete authority and discretion to satisfy the fractional gift in cash or in kind, or partly in cash and partly in kind, or in undivided interests in property. To the extent that there are insufficient assets qualifying for the marital deduction to fully fund the Marital Share, .the amount of the funding to the Marital Share shall be reduced accordingly, and I acknowledge that the amount of funding may be affected by actions of my Trustee and my Personal Representative in malting certain tax elections. The fraction, once calculated as set forth above, shall be fixed and shall not vary with changes in the value of the property subsequent to the valuation date used for federal estate tax purposes. Since the fractional gift is not intended to be a gift of a specified dollar amount or pecuniary in nature, my Trustee shall apply the fraction to the assets of the trust at their actual value on the effective date or dates of allocation so that the actual value of the fractional share of the trust property resulting from the application of such fraction will reflect fluctuations in the value of the trust property. Allocations of assets by my Trustee shall be limited as set forth below. (1) Ineligible Assets My Trustee shall not allocate property or the proceeds of any property to the Marital Share that does not qualify for the federal estate tax marital deduction. (2) Tax Consequences of Certain Allocations I request that my Trustee always consider the tax consequences of allocating or distributing to the Marital Share any policy of insurance that insures the life of my wife, property subject to the foreign death credit, property 7-2 on which a tax credit is available, or property that is income in respect of a decedent under the Internal Revenue Code. (3) My Husband's Interest in Community Property Any interest my husband has in community property that is or becomes trust property at my death, even though not included in my gross estate for federal estate tax purposes and not included in the computation for the fractional share, shall be allocated to the Marital Share. My husband shall have the absolute and unrestricted right to withdraw all of the net income and trust principal consisting of his community property. Section 7.02 Disposition of Property Upon Disclaimer by My Husband My husband shall have the right.within the time and in the manner provided by law to disclaim any portion or all of the property passing to or for her benefit under this agreement. If my husband disclaims any portion of the property that would otherwise be allocated to the Marital Share, my Trustee shall add the disclaimed property to the Non- Marital Share. If my husband.disclaims the interest he has in any portion of the Non- Marital Share, my Trustee shall dispose of the disclaimed interest under the provisions of this agreement as though he had predeceased me. My husband's right to disclaim any portion or all of the property passing to or for his benefit under this agreement shall either be exercised by my husband personally, or by any fiduciary or agent appointed by my husband who is specifically empowered to exercise his right to disclaim by the terms of the appointment, or under applicable law. { 7-3 Article Eight The Spousal Trust My Trustee shall hold and administer the Marital Share in trust as provided in this Article. The bust will be referred to as the"Spousal Trust." Section 8.01 Distribution of Income My Trustee shall distribute all of the net income of the Spousal Trust to my husband at least quarter-annually during his lifetime. Nothing contained in this agreement shall limit the right of my husband to receive the entire net income of the Spousal Trust. Section 8.02 Distributions of Principal My Trustee shall distribute to my husband as much of the principal of the Spousal Trust as he may request in writing. In addition, my Trustee may distribute to my husband as much of the principal of the Spousal Trust as my Trustee may determine is necessary or advisable for any purpose. Section 8.03 Unproductive Property Upon written request of my husband, any Trustee shall convert any nonproductive property held in the Spousal.Trust to productive property. Section 8.04 General Power of Appointment My husband shall have the testamentary general power to appoint all or any portion of the principal and undistributed income remaining in the Spousal Trust at his death among one or more persons or entities, including the creditors of my husband's estate. My husband shall have the sole and exclusive right to exercise this general power of appointment. I intend that this testamentary power of appointment be a general power of appointment as defined in Section 2041 of the Internal Revenue Code. 8-1 Section 8.05 Termination of the Spousal Trust at the Death of My Husband The Spousal Trust shall terminate upon the death of my husband. If my husband has not fully exercised his testamentary general power of appointment over the trust property remaining at his death, my Trustee shall administer the unappointed balance or remainder of the Spousal Trust as provided in Article Ten. 8-2 Article,Nine The Credit Shelter Trust My Trustee shall hold and administer the Non-Marital Share in trust as provided in this Article. The trust will be referred to as the "Credit Shelter Trust." Section 9.01 Credit Shelter Trust Beneficiary My husband shall be the only beneficiary of the Credit Shelter Trust during his lifetime. Section 9.02 Distribution of Income and Principal My Trustee shall distribute to my husband as much income and principal of the Credit Shelter Trust as my Trustee determines is necessary or advisable for his health, education and maintenance. Any undistributed net income shall be accumulated and added to principal. Section 9.03 Guidelines to My Trustee In making discretionary.distributions under this Article, my Trustee should bear in mind that my primary concern and objective is to provide for the well-being of my husband and the preservation of principal is not as important as the accomplishment of this objective. Without limiting my Trustee's discretion, I recommend, but do not require, that my Trustee not distribute principal from the Credit Shelter Trust to my husband until the principal of the Spousal Trust is substantially exhausted. Section 9.04 Termination of the Credit Shelter Trust The Credit Shelter Trust shall terminate upon the death of my husband and my Trustee shall administer the balance or remainder of the Credit Shelter Trust as provided in Article Twelve. 9-1 nvT oizitiA V,616118 O"dWhE3113410M bfm aldONsrAID lo roifs,�mO% of b8 stcx,1146 `0-1,xpolq [it 5H,"fl) 911A? 'Ad-,nuu-j' a_n,-A -wil sUrIP, -lid Oki MO !�jrfl to nnittim'0 1,13t rjwj1eA*1, I A! wj5ffitu4al 5111 ffeje Ilon0r"11 wll 411 nf),:1,,AOA, ,I frkli- bwirli.f fit, J,1 f);Zlza Ii i:aeOqvjq,(Q1 vfduwe,?.I? YO Wf �Iili!lr pa!') ni Iril! ffi .4,111;ofm b1dip2w] k.ifff (d 3,hria ?V, Ili bjvA)!a, 9UJB1r 117 Lfm jajl?-,nk,15 fir, lw!i xtAl itw"nh tiffiti, li,mff, ifn! tfjojllt wil of "'b" saqrIj.,-i, 8ilfl 161 lfwoo�,i DdfliT rej.4'., ors lin-L61 v;j 1)!�;jijr RJO gm la.mi InIjb6i (III 8i 3f ,,moom xie.0o u I r1f53 U130, vwfi? 6*1ad? oldsths.wKi all! wl�.O=i ("Pj�ov recija9p, off! (A Bqr A,,!Iu w mAT lwi, Ilol; jo JmL4 III it; vipu-t fjI )If,(fe ('F, TIOX bfw wr! ",mwlq ja of rrffwjpi,dwA �11,oqojq left-it wD If) tdfh f,.; w4jv vmv 'oft ffild, 6, b,,�-,Ut Od 1 ,101 the valuation dated used for federal estate tax purposes. Since the fractional share is not intended to be a gift of a specified dollar amount that is pecuniary in nature, the fraction shall be applied to the assets of the trust at their actual value on the effective date or dates of allocation so that the actual value of the fractional share of the trust property resulting from the application of such fraction will reflect fluctuations in the value of the trust property. My Trustee shall not allocate property or the proceeds of any property to the Charitable Share that does not qualify for the charitable deduction. To the extent assets qualifying for the charitable deduction are insufficient to fully fund the Charitable Share, the amount of the funding to the Charitable Share shall be reduced accordingly. I acknowledge that the amount of funding may be affected by actions of my Trustee and my personal representative in making certain tax elections. Section 10.03 Creation of the Non-Charitable Share My Trustee shall allocate the balance of the trust property to the Non-Charitable Share. My Trustee shall administer and distribute the Non-Charitable Share as provided in Article Twelve. 10-2 Article Eleven Distribution of the Charitable Share My Trustee shall administer the property allocated to the Charitable Share as a charitable lead trust within the meaning of Section 2055(e)(2)(B) of the Internal Revenue Code and as provided in this Section. For purposes of this Article, the initial contribution shall be deemed to consist of all property passing to the Ackroyd Family Charitable Trust by reason of the death of the survivor of my wife and me and shall be considered one contribution, as provided in Treasury Regulation Section 1.664-2(b) governing contributions to charitable remainder annuity trusts. Section 11.01 Charitable Trust Term The Ackroyd Family Charitable Trust shall be deemed created upon the death of the survivor of my husband and me (the "beginning date"). The charitable trust term shall commence upon the beginning date and shall end fifteen 05) years after the beginning date. At the end of the charitable trust term, my Trustee shall administer the remaining trust property, including all received or accrued but undistributed income, as provided in Article Twelve. Section 11.02 The Charitable Recipient In each taxable year of the charitable trust term, my Trustee shall pay the Annuity Amount to The Ackroyd Family Foundation, Inc. or its successors in.interest. If there is no successor in interest, my Trustee, in its sole, absolute and unreviewable discretion, shall select one or more qualified charitable organizations to receive the distribution. Section 11.03 Purpose of Distributions to Charity The Ackroyd Family Foundation, Inc. shall use the amounts distributed to it for its general religious, charitable, scientific, literary and educational purposes. 11-1 Section 11.04 Power to Substitute In the event that a Charitable Recipient named in or pursuant to this Article is not a qualified charitable organization at the time payment of the Annuity Amount is to be made, the Annuity Amount that would have been distributed to the Charitable Recipient shall instead be distributed in equal shares to the remaining qualified charitable organizations named in or pursuant to this agreement. If there are no qualified charitable organizations named in or pursuant to this agreement, the Trustee, in its sole, absolute and unreviewable discretion, shall instead select one or more qualified charitable organizations to receive the Annuity Amount. Section 11.05 Calculation of the Annuity Amount Accounting from the beginning date, the annual Annuity Amount shall be an amount that will produce a present value under Section 7520 of the Internal Revenue Code for the non-charitable remainder interest equal to zero or as close as to zero as possible without exceeding, zero. Section 11.06 Payment of the Annuity Amount My Trustee shall pay the Annuity Amount to the Charitable Recipient quarterly at the end of each quarter. Payments of the Unitrust Amount shall be made from the income of the trust and then from the principal only to the extent that the trust income is not sufficient to make such payments. The obligation to pay the Annuity Amount to the Charitable Recipient shall commence with the beginning date. My Trustee may make interim or estimated payments of the Annuity Amount as my Trustee shall deem appropriate, but final determination of the amount and payment of the Annuity Amount may be deferred from the beginning date until the end of the taxable year of the trust in which occurs the complete funding of the trust. Within a reasonable time after the end of the tax year in which occurs completion of funding, my Trustee shall pay to the Charitable Recipient, in the case of any underpayment, or receive from the Charitable Recipient, in the case of any overpayment, the difference between: Any Annuity Amount actually paid by my Trustee, plus interest on such amounts computed at the rate of interest prescribed in the Treasury Regulations promulgated under Section 664 of the Internal Revenue Code, compounded annually, for charitable remainder trusts; and The Annuity Amount properly payable determined under the method described in Section 1.664-1(a)(5)(ii) of the Treasury'Regulations for charitable remainder trusts. 11-2 Section 11.07 Adjustments to the Annuity Amount in Short Taxable Years In determining the Annuity Amount, the Trustee shall prorate the same on a daily basis for a short taxable year and for the taxable year in which the charitable trust term ends. Section 11.08 Excess Income Any income of the Annuity Trust for any taxable year in excess of the Annuity Amount shall be added to the principal. Section 11.09 Taxable Year Defined As used in this Section, the term "taxable year" of the trust shall mean the first taxable year of the trust beginning with the date the trust is funded with property and ending on December 31 of that year, and thereafter shall mean the calendar year. Section 11.10 Additional Contributions Prohibited No additional contributions shall be made to the Ackroyd Family Charitable Trust after the initial contribution. Section 11.11 Administration as a Single Fund The Trustee shall administer the principal of the Acluoyd Family Charitable Trust and any additions to principal as a single, segregated fund, which the Trustee may invest and reinvest jointly in common trust funds. If trust property is managed and invested in this manner, the Trustee shall maintain records that sufficiently identify the portion of the jointly invested assets that constitute the trust property of this trust. Section 11.12 Conformity with Federal,Tax Laws My Trustee is prohibited from exercising any power or discretion granted by state law that would be inconsistent with the qualification of this trust as a charitable lead trust under Section 2055(e)(2)(B) of the Internal Code. Furthermore, my Trustee shall have the power, acting alone, to amend the trust in any manner required for the sole purpose of insuring that the trust qualifies and continues to qualify as a charitable lead trust under Section 2055(e)(2)(B) of the Internal Revenue Code. The amendment shall be accomplished by attaching to this agreement a written addendum, setting for such amendment. The amendment shall be executed solely by the Trustee. 11-3 The assets of the Ackroyd Family Charitable Trust shall be valued,managed and invested consistent with the intent that the interest committed to the Charitable Recipient under this Section shall be deductible by my estate for federal estate tax purposes,and that all payments of gross income made by my Trustee to the Charitable Recipient qualify as income tax charitable contribution deductions for the trust. Section 11.13 Private Foundation Restrictions Without limiting the generality of Section 1112, the Trustee is specifically directed, if and to.the extent required by the Internal Revenue Code, not to: Engage in any act of self-dealing as defined in Section 4941(d) of the Internal Revenue Code; Retain any excess business holdings as defined in Section 4943(c) of the Internal Revenue Code; subject, however, to all.Regulations with respect to the divestment thereof; Make any investment which jeopardizes the Ackroyd Family Charitable Trust's charitable purposes as defined in Section 4944 of the Internal Revenue Code; or Make any taxable expenditure as defined in Section 4945(d) of the Internal Revenue Code. Anything herein to the contrary notwithstanding, the income of the trust for each taxable year shall be distributed at such time and in such manner as not to subject the trust to tax under Section 4942 of the Internal Revenue Code. Section 11.14 Other Payments Prohibited Notwithstanding any current or subsequently enacted or adjudicated provisions of state law, no amount may be paid to or for the use of any person other than a qualified organization during the term of the trust; provided, however, an amount shall not be deemed paid to or for the use of any person other than a qualified organization if the amount is transferred for full and adequate consideration. Section 11.15 Investments Nothing contained in this trust agreement shall be construed to restrict the Trustee from investing the trust assets of the Ackroyd Family Charitable Trust in a manner that would result in the annual realization of a reasonable amount of income or gain from the sale of the trust assets. 11-4 Section 11.16 Accounts As long as the Annuity Amount is being paid hereunder, the Trustee shall render an account of the trust at least as often as annually to the beneficiaries to whom the remainder interest would be distributed if the trust were to terminate on the last day of the period for which the account is rendered; and if any such beneficiary is not of full age or legal capacity, to his or her legal guardian or similar legal representative, if any, and if none, to the parent of the beneficiary. The written assent to any such account by each person of full legal capacity who is entitled to receive it as provided above shall fully protect the Trustee as to all matters and transactions stated in such account. Nothing in this sub-section shall be deemed to give anyone the power to modify the term of this trust agreement or shift any beneficial interest hereunder. i 11-5 Article Twelve Distribution of the Non-Charitable Share Upon the death of the survivor of my husband and me, my Trustee shall administer my trust property as provided in this Article. Section 12.01 Division of Remaining Trust Property My Trustee shall divide my trust property into shares as follows: Name Relationship Share Paul James Ackroyd Son 1/3 Peter John Ackroyd Son 1/3 Sarah Lynn Ackroyd Franklin Daughter 1/3 My Trustee shall administer the share of each beneficiary as provided in the Sections that follow. Section 12.02 Distribution of the Share for Paul James Ackroyd My Trustee shall administer the share set aside for Paul James Ackroyd in trust as provided in this Section. (a) Distributions of Income and Principal My Trustee shall distribute to Paul James Ackroyd as much of the income and principal of his Residuary trust as my Trustee determines is necessary or advisable for his health, education and maintenance. Any undistributed net income shall be accumulated and added to principal. (b) Distribution Upon the Death of Paul James Ackroyd Paul James Ackroyd shall have the unlimited and unrestricted testamentary general power to appoint all or any portion of the principal and undistributed income remaining in his trust at his death among one or more persons or entities and the creditors of Paul James Ackroyd's estate. Paul James Ackroyd shall have the sole and exclusive right to exercise this general power of appointment. 12-1 I intend that this be a general power of appointment as defined in Section 2041 of the Internal Revenue Code. Insofar as any part of Paul James Ackroyd's trust shall not be effectively appointed, my Trustee shall distribute the remaining unappointed balance per stirpes to the descendants of Paul James Ackroyd. If Paul James Ackroyd has no living descendants, my Trustee shall distribute the balance of the trust property per stirpes to the descendants of Paul James Ackroyd's nearest lineal ancestor who was a descendant of mine or, if no such descendant is then living, per stirpes to my descendants. If I have no living descendants, my Trustee shall distribute the balance of the trust property as provided in Article Thirteen. (c) Distribution if Paul James Ackroyd is Deceased If Paul James Ackroyd is deceased, my Trustee shall distribute Paul James Ackroyd's share to Paul James Ackroyd's descendants,per stirpes. If Paul James Ackroyd has no descendants, my Trustee shall distribute Paul James Ackroyd's share pro rata to the other beneficiaries named in this Article. If there are no other named beneficiaries my Trustee shall distribute the remaining property under the terms of Article Thirteen. Section 12.03 Distribution of the Share for Peter John, Ackroyd My Trustee shall administer the share set aside for Peter John Ackroyd in trust as provided in this Section. (a) Distributions of Income and Principal My Trustee shall distribute to Peter John Ackroyd as much of the income and principal of his Residuary trust as my Trustee determines is necessary or advisable for his health, education and maintenance. Any undistributed net income shall be accumulated and added to principal. (b) Distribution Upon the Death of Peter John Ackroyd Peter John Ackroyd shall have the unlimited and unrestricted testamentary general power to appoint all or any portion of the principal and undistributed income remaining in his trust at his death among one or more persons or entities and the creditors of Peter John Ackroyd's estate. Peter John Ackroyd shall have the sole and exclusive right to exercise this general power of appointment. 12-2 I intend that this be a general power of appointment as defined in Section 2041 of the Internal Revenue Code. Insofar as any part of Peter John Ackroyd's trust shall not be effectively appointed, my Trustee shall distribute the remaining unappointed balance per stirpes to the descendants of Peter John Ackroyd. If Peter John Ackroyd has no living descendants, my Trustee shall distribute the balance of the trust property per stirpes to the descendants of Peter John Ackroyd's nearest lineal ancestor who was a descendant of mine or, if no such descendant is then living, per stirpes to my descendants. If I have no living descendants, my Trustee shall distribute the balance of the trust property as provided in Article Thirteen. (c) Distribution if Peter John Ackroyd is Deceased If Peter John Ackroyd is deceased, my Trustee shall distribute Peter John Ackroyd's share to Peter John Ackroyd's descendants,per stirpes. If Peter John Ackroyd has no descendants, my Trustee shall distribute Peter John Ackroyd's share pro rata to the other beneficiaries named in this Article. If there are no other named beneficiaries my Trustee shall distribute the remaining property under the terms of Article Thirteen. Section 12.04 Distribution of the Share for Sarah Lynn Ackroyd Franklin My Trustee shall administer.the share set aside for Sarah Lynn Ackroyd Franklin in trust as provided in this Section. (a) Distributions of Income and Principal My Trustee shall distribute to Sarah Lynn Ackroyd Franklin.as much of the income and principal of her Residuary trust as my Trustee determines is necessary or advisable for her health, education and maintenance. Any undistributed net income shall be accumulated and added to principal. (b) Distribution Upon the Death of Sarah Lynn Ackroyd Franklin Sarah Lynn Ackroyd Franklin shall have the unlimited and unrestricted testamentary general power to appoint all or any portion of the principal and undistributed income remaining in her trust at her death among one'or more persons or entities and the creditors of Sarah Lynn Ackroyd 12-3 Franklin's estate. Sarah Lynn Ackroyd Franklin shall have the sole and exclusive right to exercise this general power of appointment. I intend that this be a general power of appointment as defined in Section 2041 of the Internal Revenue Code. Insofar as any part of Sarah Lynn Ackroyd Franklin's trust shall not be effectively appointed, my Trustee shall distribute the remaining unappointed balance per stirpes to the descendants of Sarah Lynn Ackroyd Franklin. If Sarah Lynn Ackroyd Franklin has no living descendants, my Trustee shall distribute the balance of the trust property per stirpes to the descendants of Sarah Lynn Ackroyd Franklin's nearest lineal ancestor who was a descendant of mine or, if no such descendant is then living,per stirpes to my descendants. If I have no living descendants, my Trustee shall distribute the balance of the trust property as provided in Article Thirteen. (c) Distribution if Sarah Lynn Ackroyd Franklin is Deceased If Sarah Lynn Ackroyd Franklin is deceased, my Trustee shall distribute i Sarah Lynn Ackroyd Franklin's share to Sarah Lynn Ackroyd Franklin's descendants,per stirpes. If Sarah Lynn Ackroyd Franklin has no descendants, my Trustee shall distribute Sarah Lynn Ackroyd Franklin's share pro rata to the other beneficiaries named in this Article. If there are no other named beneficiaries my Trustee shall distribute the remaining property under the terms of Article Thirteen. 12-4 Article Thirteen Remote Contingent Distribution If, at any time, there is no person or entity qualified to receive final distribution of my trust estate or any part of it, then my Trustee shall distribute the portion of my trust estate with respect to which the failure of qualified recipients has occurred to the Ackroyd Family Foundation, Inc. 13-1 Article Fourteen Administration of Trusts for Underage and Incapacitated Beneficiaries Section 14.01 Distributions for Underage and Incapacitated Beneficiaries Whenever my Trustee is authorized or directed to make a distribution to a beneficiary who is younger than 18 years of age, is incapacitated or who is, in my Trustee's opinion, unable to manage the distribution properly, my Trustee may either make the distribution or retain the amount to be distributed in any manner my Trustee may determine advisable, including any of the methods set forth in the following Section. . I request, but do not require, that before making a distribution to a beneficiary, my Trustee, to the extent that it is both reasonable and possible, consider the ability the beneficiary demonstrated in managing prior distributions of trust property. Section 14.02 Methods of Distribution My Trustee may distribute or retain trust property in any one or more of the following methods for the benefit of any beneficiary subject to the provisions of this Article: (a) Distribution to Beneficiary My Trustee may distribute trust property directly to the beneficiary. (b) Distribution to Guardian or Conservator or Family Member My Trustee may distribute trust property to the beneficiary's guardian, conservator, parent or a family member or other person who has assumed the responsibility of caring for the beneficiary. (c) Distribution to Custodian My Trustee may distribute trust property to any person or entity, including my Trustee, as custodian for the beneficiary under the Uniform Transfers to Minors Act, or similar statute. (d) Distribution to Other Persons or Entities My Trustee may distribute trust property to other persons and entities for the use and benefit of the beneficiary. 14-1 (e) Distribution to Agent under Durable Power of Attorney My Trustee may distribute trust property to an agent or attorney-in-fact authorized to act for the beneficiary under a legally valid durable power of attorney executed by the beneficiary prior to the incapacity. (f) Retention in Trust My Trustee may retain trust property in a separate trust for the benefit of the beneficiary until the beneficiary attains 18 years of age or, in the opinion of my Trustee, is no longer incapacitated (as the case may be). My Trustee shall distribute as much of the net income and principal of any trust created under this subsection that my Trustee deems necessary or advisable for the health, education and maintenance of the beneficiary for whom the trust was created. My Trustee shall accumulate any undistributed net income and add such income to principal. When the beneficiary for whom a trust is created under this subsection attains 18 years of age or is no longer incapacitated (as the case may lie), the beneficiary may withdraw from the trust at any time or times any portion or all of the accumulated trust income and principal. The beneficiary for whom a trust is created under this subsection shall have the testamentary general power to appoint all or any portion of the principal and undistributed income remaining in the beneficiary's trust at his or her death among one or more persons or entities, including the creditors of the beneficiary's estate. The beneficiary shall have the sole and exclusive right to exercise this general power of appointment. I intend that this testamentary power of appointment be a general power of appointment as defined in Section 2041 of the Internal Revenue Code. If the beneficiary fails to validly exercise this .testamentary general power of appointment, my Trustee shall distribute the balance of his or her trust property to the then living descendants of the beneficiary,per stirpes. If the beneficiary has no then living descendants, my Trustee shall distribute the beneficiary's remaining trust property per stirpes to the living descendants of the beneficiary's nearest lineal ancestor who was my descendant or if no such descendant is then living, to my then. living descendants,per stirpes. If I have no then living descendants, my Trustee shall distribute the remaining trust property as provided in Article Thirteen. 14-2 Section 14.03 Application of Article Any decision made by my Trustee under this Article shall be final, controlling and binding upon all beneficiaries subject to the provisions of this Article. The provisions of this Article shall not apply to distributions to me or to my wife from any trust established under this agreement. 14-3 Article Fifteen Retirement Plans and Life Insurance Policies The ,provisions of this Article apply to qualified retirement plans and insurance policies owned by or made payable to my trust. Section 15.01 Retirement Plans The provisions of this Section apply to qualified retirement plans. (a) Rights of My Trustee Subject to the provisions below pertaining to distributions from qualified retirement plans, my Trustee may exercise the right to determine the manner and timing of payments (by lump sum or otherwise) of qualified retirement plan benefits that are permitted under qualified retirement plans and are consistent with the federal income tax rules regarding required minimum distributions under Section 401(a)(9) of the Internal Revenue Code. i My Trustee may make a qualified disclaimer of any qualified. retirement benefits or non-qualified annuity benefits payable to my trust. My Trustee shall not be liable to any beneficiary for the death benefit election selected or for any decision regarding the disclaimer of any qualified retirement benefits payable to my trust. (b) Distributions from Qualified Retirement Plans to the Spousal Trust To the extent that all or part of any tax-favored retirement plan is allocated to the Spousal Trust, my Trustee may (and shall, if requested to do so by my wife) cause the plan (or part thereof) to be paid directly from the plan to my wife as beneficiary, or shall (if so requested by my wife) cause the plan (or part thereof) to be transferred directly from the plan into another retirement plan in my wife's name, without the intervening step of transferring it to the Spousal Trust. If the Spousal Trust becomes the beneficiary of death benefits under any qualified retirement plan, each year, beginning with the year of my death, my Trustee must withdraw at least the greater of: 15-1. The net income earned on the Spousal Trust's share of the plan during the year; and The required minimum distribution required to be withdrawn from the Spousal Trust's share of the plan under Section 401(a)(9) of the Internal Revenue Code. My Trustee may withdraw additional amounts from the Spousal Trust's share of the plan as my Trustee deems advisable; but only if the dispositive terms of the trust authorize my Trustee to immediately distribute the withdrawn amount as provided in this subsection. My Trustee shall immediately distribute all net amounts withdrawn to my wife. If my wife is then deceased, my Trustee shall instead distribute to the remainder beneficiary, the amount which would have been distributed to my wife had she then been living. The purpose of this Section is to insure that the life expectancy of my wife may be used to calculate the minimum distributions required by the Internal Revenue Code and this Section shall be interpreted consistent with this intent despite any direction to the contrary in this agreement. (c) Distributions from Qualified Retirement Plans to Trusts other than the Spousal Trust . Each year, beginning.with the year of my death, if any trust created under this agreement other than the Spousal Trust becomes the beneficiary of death benefits under any qualified retirement plan, my Trustee shall withdraw from the trust's share of the plan, in each year, the required minimum distribution required under Section 401(a)(9) of the Internal Revenue Code. My Trustee may withdraw additional amounts from the trust's share of the plan as my Trustee deems advisable; but, only if the dispositive terms of the trust authorize my Trustee to immediately distribute the withdrawn amount as provided in this subsection. My Trustee shall immediately distribute all net amounts withdrawn to: My wife, if a beneficiary of the trust; and If my wife is not a beneficiary of the trust, to my descendants,per stirpes, who are beneficiaries of the test; and If my wife is not a beneficiary of the trust and no descendant of mine is a beneficiary of the trust, then to the income beneficiaries of the trust in equal shares. 15-2 Amounts required to be withdrawn and distributed under this subsection shall, to the extent they are withdrawn and distributed, reduce mandatory distribution amounts under other provisions of this agreement that otherwise require distribution of all of the income of the trust. The purpose of this Section is to insure that the life expectancy of the beneficiaries of the trust may be used to calculate the minimum distributions required by the Internal Revenue Code. This subsection shall be interpreted consistent with my intent despite any direction to the contrary in this agreement. (d) Minimum Required Distribution In administering my trust, the minimum required distribution for any year shall be, for each qualified retirement plan, the greater of(1) the value of the qualified retirement plan determined as of the preceding year-end, divided by the applicable distribution period; and (2) the amount that my Trustee shall be required to withdraw under the laws then applicable to the trust to avoid penalty. If I die before my required beginning date with respect to a qualified retirement plan, the applicable distribution period means the life expectancy of the beneficiary. If I die on or after my required beginning date with respect to a qualified retirement plan, the applicable distribution period means the life expectancy of the beneficiary, or (if longer) my remaining life expectancy. Notwithstanding the foregoing, if I die on or after my required beginning date with respect to a qualified retirement plan, the minimum required distribution for the year of my death shall mean (a) the amount that was required to be distributed to me with respect to the qualified retirement plan during the year, minus (b) amounts actually distributed to me with respect to the qualified retirement plan during the year. "Life expectancy," "required beginning date" and other similar terms used in this subsection, shall be determined in accordance with Section 401(a)(9) of the Internal Revenue Code. Section 15.02 Life Insurance Policies The following provisions apply to life insurance policies owned by or made payable to my trust. 15-3 (a) Provisions During My Life During my life, I reserve all of the rights, powers, privileges, and options, with respect to any insurance policy, annuity or any other third-party beneficiary contract owned by or made payable to my trust, including, but not limited to, the right to designate and change beneficiaries, the right to borrow money, the right to surrender the policy, the right to receive any payments as owner, and the right to make any available elections. My Trustee shall have no duty to exercise, or refrain from exercising, any rights, powers, privileges or options with respect to any insurance policy, annuity contract or other third-party beneficiary contract. My Trustee shall have no obligation to pay premiums or other contractual amounts that may be payable under any such policy. (b) Provisions After My Death After my death, my Trustee may make all appropriate elections with respect to such policies and may collect all sums made payable to my trust or my Trustee under all such policies or contracts. My Trustee may exercise any settlement options or other options or rights that may be available under the terms of any policy or contract. My Trustee shall not be liable to any beneficiary on account of any election made by my Trustee with respect to any policy or contract. Section 15.03 Limitation on Liability of Payor Persons or entities dealing in good faith with my Trustee shall not be required to see to the proper application of proceeds delivered to my Trustee, or to inquire into any provision of this agreement. A receipt signed by my Trustee for any proceeds or benefits paid shall be a sufficient discharge to the person or entity making the payment. Section 15.04 Collection Efforts My Trustee shall make reasonable efforts to collect the proceeds of all life insurance policies and qualified retirement benefits payable to my trust. My Trustee may commence legal or administrative proceedings to collect the proceeds of any life insurance policy or qualified retirement benefits to which the trust is entitled; provided, however, that my Trustee need not commence any such proceedings until my Trustee is indemnified to its satisfaction for any expenses and liabilities it may incur in connection with the proceeding. 15-4 My Trustee may settle or compromise any and all claims with respect to the collection of any life insurance proceeds or qualified retirement benefits to which my trust may be entitled. A settlement made by my Trustee shall,be binding on all beneficiaries. Section 15.05 No Obligation to Purchase or Maintain Benefits Nothing in this agreement shall impose any obligation, legal or otherwise, on me or on my Trustee to"purchase;invest; or maintain-.any-,qualified retirement plan or life insurance policy. 15-5 � a"& ,�,;__ rte•: �` ?M« �+ b°m in r _nion 10 11HOD11 ACFUOss afit "}i!dIvxj of f3W,24do ei wijj%,'oi f 'gym •.) ,3`v"tSfiifl l :`:3C;`..17 Se#3t!t)it"3C� ".At T-' In ;f'3Se"oi l s(} s"ldig a;f4 lis'A fi� a�F (10f e•tf(i4 to Y)f inn '+O). 3ifiSr`,Fit,)r,f3a'7 '(9='!fY.n(TI `Sc3 Vow '{fii; (1( atJ fl,wif 'lo J^•�;.!)`.'j <.C) 1$'I`i'i '`(4ti .. 9In ttt ^.)Jdui[ ad ton Mda !JSt?_uff grit }Avnms I(S 5ahm 1(3"05unT C i'i nb"a wl oiw;w aed) rrejj zril, Clff1 -�d os;ri I£oins; !no 10 st uriouf)si;nao ad; 10 V?Shavi entry 04 10 anyU":r not Id f3ufJR5);5 '€`_'t oTq 13 ,n`Dtem f' A i0p� Komi Niq vd! it hid r owl 5 ent". �)f7:,(Y7 J'J7Yti..jti ;'.,t(ii 'tJ43zlu :3Aeu—IT;::al O) ba1i'r iE, !!i'tu} IS(; St. 1.F: i{ 7 ' Ii! Cf C17t 10 ashmi 3(1(3nad A fno"ice" I(S&)t o lhtfi P,S,,w.+DT vt 34P„14 `7lii ip;i'it 'l;(i?tftti YCns S(N?7t aa7✓.l1fl, udl gI;hf3:3it31 ni funii 8`8t?vJ all QS Of 'C ttOii;e:VURC 10 609 r.w'a9)'?3!Y l -Al WOW 11,16Cii3 ')vi;ft 84,1i ni [d:){ CE;5. 3i;' 4i13f(59'S Si flA T£3 e,,ait a4f i6l.. ;Afddo;! !x3 ffa,)'i' ,�t-�k>11n1cs9 .�agsY Iki r 7{'JAI) («7t)1l 'Ff) $2(T11 afi710 f5('?SL3iiJ('f9<3 <f;fHl''i: 561 iiY3 ti7f3iF wi.l ni Yd;t(1 TG r5,wi vi3R] odic ,117C)droj «q mold ,iii-iorl 136 t'.ogL' blu, --,ri lJf:)ttw, .)1-rlY1 Jilt (tt je"!a";97:2( flE ,-viiiipi- C?1i tG i S(F ('i(,0w1i1t2f5 N�iv giiG.7iiun OvAq l fCtSt)l`"93T.?9 ntt}(.1J f1",R !3 `SI.IAi3`,rY- `7E;iY: 'J'_.')�a'I•i XM rtoitouo;ic !o noilveiirlaih b,'wf[ .e1 i bul, if£Iirah-j to alnns4ei 52,(771 1(i noilsooiir� iff£IC9(`.r3 }(S gL C}3fiU :➢2 S£ .S53IZ '1Gf 1;) 9Ci flflfi %Di #: f© Je_i#Ji:): 3p iYU19Ff ,f)Ti7?f} eft i)[t9 z n7 9715135 Lm.,Ibsd 541 •sot Of ilf"up mill roimdi'lieib vim of iLlgz 'on i4n(fz fa)trivn(c, .fkoil)ubu Is Sidon' c&J "i wfsiea I itjb r1 E+flj w 42011ai.lt?Pjb (l3 hi ra 6jil fLiilmi vw «idi at i;}Ui1r4:, ad ifvrl2 xa((1 7(o dliw yul mo; i�rf:(� ,SSt<rs,i'4' �a Ctsvia2 lsut)i`tibas. s t ?mi,�obit -n,vigl-wa f. t,ioilbFl a ,s hex: 41,11 ,jrbf Inl noit=ali'igwo,j 5iflt;i(U✓.1,95 rwj! fvibni no Fbiw tC(a_'73`_i£)'Y'tjG v(J bW?3Efli Njff O') ad ilE,62 9952.', 'V0F i',i;y In .3if9fatt""IM6 fcf 1`J aow)—e f5 :;1lit vi ?O �7;11:au5T imibiAlir( f?!; to :1JSf,Tc ls; : "f ni 2,'1!i"'!'i"3l. wil Z)ujii `xdt In :x;11:3 id 2.J`.f1 I0 sSifilJd^re" b5thikitiq :', `Y'iai;:AiSl'.aii `Jtf3iCtC'.l C:" Jill di"w 151015011 b 2.i«ctsrclo ia,4 :.a !Ed) eubivo«g 1i jDiriSa 7Lt r�3't isll!'si)fhhs r)r itirt.) Lc3,(7 srtz { ,1; bmi nuilnimpiq n-uilal xu1 ��;,ai�,nria Ir>s?u[ list a"xjj m daiie �31r,rr;l' �.n z�i*ri,'.� ....is null!%w .%aDi`fue 3±0 8d lstai itiza'•rxt( 7ti a aile6t . f{sfii.P)F1R0'i '10'P ba{7:;;!;ir(li+:a' a(! T:3 i7Y 9'7)t?ilii `F(ft „i[011fiP fIS".1tfIf10 anNi9G3Y U1 vrilibl)L rl .T3P`.E!TL:.)a«rjt t; e:t!i1 In"(61i eohob ..li 1S3c) Sjx`[I`i'17ti:) i;S i.m-juori 2,:az^,f?::fi:4:a tlft:i 2t??:7') Section 16.06 Employment of Professionals My Trustee may appoint, employ and remove, at any time and from time to time, investment advisors, accountants, auditors, depositories, custodians, brokers; consultants, attorneys, expert advisers, agents, and employees to advise or assist the Trustee in the performance of its duties. My Trustee may act upon the recommendations of the persons or entities employed with or without independent investigation. My Trustee may reasonably compensate an individual or entity employed to assist or advise my Trustee regardless of whether the person or entity shall be a Trustee of a trust established under this agreement or a corporate affiliate of a Trustee and regardless of whether the entity shall be one in which a Trustee of a trust created under this agreement is a partner, member, stockholder, officer, director or corporate affiliate or has any other interest. My Trustee may pay the usual compensation for services contracted for under this Section out of principal or income of the trust as my Trustee may deem advisable. My Trustee may pay compensation to an individual or entity employed to assist or advise my Trustee without diminution of or charging the same against the compensation to which the Trustee is entitled under this agreement. Any Trustee who shall be a partner, stockholder, officer, director or corporate affiliate in any entity employed to assist or advise my Trustee shall nonetheless receive the Trustee's share of the compensation paid to the entity. Section 16.07 Exercise of Testamentary Power of Appointment A testamentary power of appointment granted under this agreement may be exercised by valid will or valid living revocable trust that specifically refers to this power of appointment. The holder of a testamentary power of appointment may exercise the power to appoint property among the permissible appointees in equal or unequal proportions, and on such terms and conditions, whether outright or in trust, as the holder of the power designates. The holder of a testamentary power of appointment may grant further powers of appointment to any person to whom principal may be appointed, including a presently exercisable limited or general power of appointment. My Trustee may conclusively presume that any power of appointment granted to any beneficiary of a trust created under this agreement has not been exercised by the beneficiary if my Trustee has no knowledge of the existence of a valid will or valid living revocable trust exercising the power within 3 months after the beneficiary's death. Section 16.08 Determination of Principal and Income My Trustee may determine in a fair, equitable and practical manner how all Trustee's fees, disbursements, receipts, and wasting assets shall be credited, charged, and apportioned between principal and income. 16-3 My Trustee may set aside from trust income reasonable reserves for taxes, assessments, insurance premiums, repairs, depreciation, obsolescence, depletion, and for the equalization of payments to or for the beneficiaries. My Trustee may select appropriate accounting periods with regard to the trust property. Section 16.09 Trust Accounting Except to the extent required by law, my Trustees shall not be required to file annual accounts with any court or court official in any jurisdiction. Upon the written request of a beneficiary, my Trustee shall render an accounting at least annually to the income beneficiaries of the trust during the accounting period that includes the date of the written request. The accounting shall include the receipts, disbursements, and distributions occurring during the accounting period and a balance sheet of the trust property if no tax return is filed, or may consist just of the tax return for the accounting period if a tax return is filed for the trust. In the absence of fraud or manifest error, the assent by all income beneficiaries to an accounting of an Independent Trustee shall make the matters disclosed in the accounting binding and conclusive upon all persons, both those in existence on the date of this agreement and those to be born in the future who have, or will in the future have, a vested or contingent interest in the trust property. In the case of a minor or incapacitated beneficiary, that beneficiary's natural guardian or legal representative shall give the assent required under this Section. The failure of any person to object to any accounting by giving written notice to my Trustee within 60 days of the person's receipt of a copy of the accounting shall be deemed to be an assent by such person. The trust's financial records and documentation shall be available at reasonable times and upon reasonable notice for inspection by trust beneficiaries and their representatives. My Trustee shall not be required to furnish trust information regarding my trust to any individual, corporation, or other entity that is not a beneficiary or the representative of a beneficiary, and is not requesting the information pursuant to a valid court order. Section 16.10 Action of Trustees; Disclaimer Unless otherwise provided in this agreement, whenever I am serving as Trustee, I may make all decisions and exercise all powers and discretion granted to my Trustee under this agreement without the consent of any other Trustee. Whenever my wife and I are serving together as Cotrustees, she may make all decisions and exercise all powers and discretions granted to my Trustee under this trust created under this agreement without the consent of any other Trustee. 16-4 a When I am not serving as a Trustee, if two Trustees are eligible to act with respect to a given matter, the concurrence of both shall be required for action to be taken; if more than two Trustees are eligible to act with respect to a given matter, the concurrence of a majority of my Trustees shall be required for action to be taken. A nonconcurring Trustee may dissent or abstain from a decision of the majority. A Trustee shall be absolved from personal liability by registering its dissent or abstention in the records of the trust. After doing so, the dissenting Trustee shall then act with my other Trustees in any way necessary or appropriate to effectuate the decision of the maj ority. Notwithstanding any provision of this agreement to the contrary, any Trustee may disclaim or release, in whole or in part, by an instrument in writing, any power it holds as Trustee, irrevocably or for any period of time that the Trustee may specify. The Trustee may make the relinquishment of a power personal to the Trustee or may relinquish the power for all subsequent Trustees. Section 16.11 Delegation of Trustee Authority; Power of Attorney Subject to the limitations set forth in Section 17.23, any Trustee may, by an instrument in writing, delegate to any other Trustee the right to exercise any power (including a discretionary power) granted my Trustee in this agreement. During the time a delegation under this Section is in effect, the Trustee to whom the delegation was made may exercise the power to the same extent as if the delegating Trustee had personally joined in the exercise of the power: The delegating Trustee may revoke the delegation at any time by giving written notice of revocation to the Trustee to whom the power was delegated. Unless a Trustee elects otherwise in a written instrument delivered to the other Trustees, whenever I am not serving as a Trustee, if two or more Trustees are serving, any one Trustee may sign any checks, agreements or other documents on behalf of the trust with the same force and effect as if all Trustees had signed. Persons dealing with the signing Trustee in good faith may rely upon the signing Trustee's authority to act on behalf of the trust without inquiry as to the other Trustees' acquiescence to such action. My Trustee may execute and deliver a revocable or irrevocable power of attorney granting any individual or entity the power to transact any and all business on behalf of my trust or any other trust created under this agreement. The power of attorney may grant to the attorney-in-fact all of the rights, powers, and discretion that my Trustee is entitled to exercise under this agreement. Section 16.12 Additions to Separate Trusts If upon the termination of any trust created under this agreement a final distribution is to be made to a person who is the only beneficiary of another trust created under this agreement, my Trustee shall make the distribution to the second trust instead of 16-5 distributing the property to the beneficiary outright. For purposes of administration, my Trustee shall treat the distribution as though it had been an original part of the second trust. Section 16.13 Authority to Merge or Sever Trusts My Trustee may merge and consolidate a trust created under this agreement with any other bust, if the two trusts contain substantially the same terms for the same beneficiaries and at least one Trustee in common. My Trustee may administer the merged and consolidated trust as a single trust or unit. If, however, a merger or consolidation does not appear feasible, my Trustee may consolidate the assets of the trusts for purposes of investment and trust administration while retaining separate records and accounts for each respective trust. My Trustee may sever any trust on a fractional basis into two or more separate and identical trusts or may segregate a specific amount or asset from the trust property by allocation to a separate account or trust. Income earned on a segregated amount or specific asset after the segregation passes with the amount or asset segregated. My Trustee shall hold and administer each separate trust upon terms and conditions substantially identical to those of the trust from which it was severed. Subject to the terms of the trust, my Trustee may consider differences in federal tax attributes and other pertinent factors in administering the trust property of any separate account or trust, in making applicable tax elections, and in making distributions. A separate trust created by severance must be treated as a separate trust for all purposes from the date on which the severance is effective; however, the effective date of severance may be retroactive to a date before the. date on which my Trustee exercises the power. Section 16.14 Authority to Terminate Trusts If, at any time, my Trustee, other than an Interested Trustee, in its sole, absolute and unreviewable discretion, determines that a trust created under this agreement is no longer economical or is otherwise inadvisable to administer as a trust, or if my Trustee, other than an Interested Trustee, deems it to be in the best interest of my beneficiaries, my Trustee, without further responsibility, may terminate the trust and distribute the trust property, including any undistributed net income, in the following order of priority: To me, if I am then living; If I am not then.living, to my wife, if then a beneficiary of the trust; 16-6 If I am not then living and my wife is not then a beneficiary of the trust, to the beneficiaries then entitled to mandatory distributions of net income of the trust and in the same proportions; and If none of the beneficiaries are entitled to mandatory distributions of net income, to the beneficiaries then eligible to receive discretionary distributions of net income of the trust, in such amounts and shares as my Trustee, other than an Interested Trustee, may determine. This Section shall not apply to the Ackroyd Family Charitable Trust. Section 16.15 Merger of Corporate Fiduciary If any corporate fiduciary acting as my Trustee under this agreement is merged with or transfers substantially all of its trust assets to another corporation or if a corporate fiduciary changes its name, the successor shall automatically succeed to the trusteeship as if originally named a Trustee. No document of acceptance of trusteeship shall be required. Section 16.16 Beneficiary's Status Until my Trustee receives notice of the incapacity, birth, marriage, death or other event upon which a beneficiary's right to receive payments may depend, my Trustee shall not be liable for acting or failing to act with respect to the event or for disbursements made in good faith to persons whose interest may have been affected by such event. Unless otherwise provided in this agreement, the parent or legal representative may act on behalf of a beneficiary who is a minor or is incapacitated. My Trustee may rely on any information provided by a beneficiary with respect to the beneficiary's assets and income. My Trustee shall have no independent duty to investigate the status of any beneficiary and shall not incur any liability for failure to do SO. Section 16.17 Discharge of Third Persons Persons dealing in good faith with my Trustee shall not be required to see to the proper application of money paid or property delivered to my Trustee, or to inquire into the authority of my Trustee as to any transaction. The receipt from my Trustee for any money or property. paid, transferred or delivered to my Trustee shall be a sufficient discharge to the person or persons paying, transferring or delivering the money or property from all liability in connection with its application. 16-7 Section 16.18 Certificate by Trustee A written statement of my Trustee may always be relied upon by, and shall always be conclusive evidence in favor of, any transfer agent or any other person dealing in good faith with my Trustee in reliance upon the statement. Section 16.19 Funeral and Other Expenses of Beneficiary Upon the death of an income beneficiary my Trustee may pay the funeral expenses, burial or cremation expenses, enforceable debts and other expenses incurred due to the death of the beneficiary from trust property. This Section shall only apply to the extent the income beneficiary has not exercised any testamentary power of appointment granted to him under this agreement. My Trustee may rely upon any request by the personal representative or members of the family of the deceased beneficiary for payment without verifying the validity or the amounts and without being required to see to the application of the amounts so paid. My Trustee may make decisions under this Section without regard to any limitation on payment of expenses imposed by statute or rule of court and may be made without obtaining the approval of any court having jurisdiction over the administration of the deceased beneficiary's estate. Section 16.20 Marital Deduction Qualification I intend that the marital gift as described in Article Seven of this agreement qualify for the federal estate tax marital deduction, and the provisions of this agreement shall be construed to reflect this intent. To the extent that giving effect to a provision of this agreement would result in the marital gift not qualifying for the federal estate tax unlimited marital deduction, that provision shall be ineffective. 16-8 Article Seventeen My Trustee's Powers Section 17.01 Introduction to Trustee's Powers Except as otherwise specifically provided in this agreement, my Trustee may exercise, without prior approval from any court, all the powers conferred by this agreement and any powers conferred by law, including, without limitation, those powers set forth under the common law or statutory law of the Commonwealth of Pennsylvania or any other jurisdiction whose law, applies to this trust. The powers set forth in the Pennsylvania Fiduciary Powers Act are specifically incorporated into this trust agreement. The powers conferred upon my Trustee by law, including those powers conferred by the Pennsylvania Fiduciary Powers Act, shall be subject to any express limitations or contrary directions contained in this agreement. My Trustee shall exercise these powers in the manner my Trustee determines to be in the best interests of the beneficiaries. My Trustee shall not exercise any of its powers in a manner that is inconsistent with the right of the beneficiaries to the beneficial enjoyment of the trust property in accordance with the general principles of the law of trusts. The Trustee of a trust may have duties and responsibilities in addition to those described in this agreement. I encourage my Trustee to obtain appropriate legal advice if my Trustee has any questions concerning its duties and responsibilities as Trustee. Section 17.02 Execution of Documents by My Trustee My Trustee may execute and deliver any and all instruments in writing that my Trustee considers necessary to carry out any of the powers granted in this agreement. Section 17.03 Investment Powers in General My Trustee may invest in any type of investment that my Trustee determines is consistent with the investment goals of my trust, whether inside or outside the geographic borders of the United States of America and its possessions or territories, taking into account my trust's overall investment portfolio. Without limiting my Trustee's investment authority in any way, I request that my Trustee exercise reasonable care and skill in selecting and retaining trust investments. I also request that my Trustee take into account the following factors in choosing investments for my trust: 17-1 The potential return from the investment, both in the form of income and appreciation; The potential income tax consequences of the investment; The investment's potential for volatility; and The role the investment will play in the trust's portfolio. I request that my Trustee, in arranging the investment portfolio of the trust, also consider the possible effects of inflation or deflation, changes in global and U.S. economic conditions, transaction expenses, and the trust's need for liquidity. My Trustee may delegate its discretion to manage trust investments to any registered investment adviser or corporate fiduciary. Section 17.04 Banking Powers My Trustee may establish bank accounts of any type in one or more banking institutions that my Trustee may choose. My Trustee may open accounts in the name of my Trustee (with or without disclosing fiduciary capacity) or in the name of the trust: When an account is in the name of the trust, checks on that account and authorized signatures need not disclose the fiduciary nature of the account or refer to any trust or Trustee. An account from which my Trustee makes frequent disbursements need not be an interest bearing account. My Trustee may authorize withdrawals from an account by check, draft or other instrument or in any other manner. Section 17.05 Business Powers My Trustee is authorized. to serve as an officer, director, manager, or in any other capacity of any proprietorship, partnership,joint venture, corporation, or other enterprise in which the trust has an interest (whether or not such interest is.total or controlling). My Trustee may receive compensation for services. My Trustee may contract with and otherwise deal with any such enterprise in the same manner as it would with any enterprise in which the trust has no interest, and may use any voting power my Trustee may have to implement its authority (whether as Trustee or as an officer, director, or other official of the enterprise). With respect to any units in a limited liability company, limited partnership, or stock in a closely-held corporation ("closely-held company") that are contributed to the trust, the powers granted to my Trustee in this Article shall not disqualify my Trustee from acting personally and independently, and not in a fiduciary capacity, with respect to any closely held company, from holding office in the closely-held company, from accepting 172 remuneration from the closely-held company, from voting any units or stock in favor of the Trustee as a director or officer of the closely-held company, or from purchasing or selling units or stock of the closely-held company. If the trust owns or acquires an interest in a business as a shareholder, partner, sole proprietor, member, participant in a joint venture or otherwise, my Trustee may exercise the authority and discretion provided for in this Section. The powers granted in this Section are in addition to and not in limitation of all other powers granted to my Trustee in this agreement. (a) No Duty to Diversify Notwithstanding any duty to diversify imposed by state law, my Trustee may retain any business in which the trust has an ownership interest even though the interest may constitute all or a substantial portion of the trust property. I recognize that the value of a non-controlling interest in a business entity may be less than the underlying value of the net assets of the entity. Nonetheless, I authorize my Trustee to retain non-controlling business interests owned by the trust. (b) Specific Management Powers My Trustee shall have all power and authority necessary to manage and operate any business owned by the trust, whether directly or indirectly, including, without limitation, the express powers set forth in this subsection. My Trustee may participate directly in the conduct of the business, by serving as a general partner of a limited partnership, a member, manager or managing member of a limited liability company, or a shareholder of a corporation, or may employ others to serve in that capacity. My Trustee may take part in the management of the business and delegate duties with respect to management, together with the requisite powers, to any employee, manager, partner or associate of the business, without incurring any liability for the delegation. To the extent that the business interest held by the trust is not one that includes management powers (such as a minority stock interest, limited partnership interest, or a membership interest in a limited liability company), my Trustee shall have no obligation to supervise the management of the underlying assets, and no liability for the actions of those who do manage the business. My Trustee may enter into management agreements and nominee agreements whereby my Trustee and the trust may serve as the exclusive manager or nominee of property or property interests on behalf of any limited partnership, limited liability company or corporation. 17-3 My Trustee, individually or if my Trustee is a corporate fiduciary or an employee of the Trustee, may act as a director, general or limited partner, associate or officer of the business. My Trustee may participate with any other person or entity in the formation or continuation of a partnership either as a general or limited partner, or in any joint venture. My Trustee shall have and exercise all the powers of management necessary and incidental to a membership in the partnership, limited partnership, or joint venture, including the making of charitable contributions. My Trustee may reduce, expand, limit or otherwise adjust the operation or policy of the business. My Trustee may subject the principal and income of the trust to the risks of the business for such term or period as my Trustee may determine. My Trustee may advance money or other property to any business in which the trust has an interest, make loans (subordinated or otherwise) of cash or securities to the business and guarantee the loans of others made to the business. My Trustee may borrow money for the business, either alone or with other persons interested in the business, and secure any such loan or loans by a pledge or mortgage of any part of any trust property My Trustee may select and vote for directors, partners, associates and officers of the business. My Trustee may enter into owners' agreements with a business in which the trust has an interest or with the other owners of the business. My Trustee may execute agreements and amendments to agreements that are necessary to the operation of the business including, but not limited to, stockholder agreements, partnership agreements, buy-sell agreements and operating agreements for limited liability companies. My Trustee may generally exercise any and all powers necessary for the continuation, management, sale or dissolution of the business. My Trustee may participate in the sale, reorganization, merger, consolidation, recapitalization, or liquidation of the business. My Trustee may sell or liquidate the business or business interest on such price and on such terms as my Trustee deems advisable and in the best interests of the trust and the beneficiaries. My Trustee may sell any business interest held by the trust to one or more of the beneficiaries of this trust or to any trust in which a majority of the beneficiaries are, one or more of the beneficiaries of this trust. The sale may be made in exchange for cash, a private annuity, an installment note or any combination thereof. 17-4 My Trustee may exercise all of the business powers granted in this agreement even though my Trustee may be personally invested in or otherwise involved with the business. (c) Business Liabilities If any tort or contract liability arises in connection with the business, and if the trust is a responsible party with regard to the liability, my Trustee shall satisfy the liability first from the assets of the business, and only then from other trust property. (d) Trustee Compensation In addition to the Trustee compensation set forth in Section 16.05, my Trustee may receive additional reasonable compensation for services in connection with the operation of the business. My Trustee may receive this compensation directly from the business, from the trust or partly from both. (e) Conflicts of Interest My Trustee may exercise all of the powers granted in this trust agreement even though my Trustee may be involved with or have a personal interest in the business. Section 17.06 Contract Powers My Trustee may sell at public or private sale, transfer, exchange for other property, and otherwise dispose of trust property for consideration and upon terms and conditions that my Trustee deems advisable. My Trustee may grant options of any duration for any such sales, exchanges, or transfers of trust property. My Trustee may enter into contracts, and may deliver deeds or other instruments, that my Trustee deems appropriate. Section 17.07 Common Investments For purposes of convenience with regard to the administration and investment of the trust property, my Trustee may invest part or all of the trust property jointly with trust property of other trusts for which my Trustee is also serving as a Trustee. For this purpose, a corporate fiduciary acting as my Trustee may use common funds for investment. When trust property is managed and invested in this manner, my Trustee shall maintain records that sufficiently identify that portion of the jointly invested assets that constitute the trust property of this trust. 17-5 Section 17.08 Environmental Powers My Trustee shall have the right to inspect trust property to determine compliance with or to respond to any environmental law affecting the trust property. "Environmental law" shall mean any federal, state, or local law, rule, regulation, or ordinance relating to protection of the environment or of human health. My Trustee may refuse to accept property if my Trustee determines that the property is or may be contaminated by any hazardous substance or is or was used for any purpose involving hazardous substances that could create liability to the trust or to my Trustee. My Trustee may use and expend trust property to (i) conduct environmental assessments, audits or site monitoring; (ii) take remedial action to contain, clean up or remove any hazardous substance including a spill, discharge or contamination; (iii) institute, contest or settle legal proceedings brought by a private litigant or any local, state, or federal agency concerned with environmental compliance; (iv) comply with any order issued by any court or by any local, state, or federal agency directing an assessment, abatement or clean-up of any hazardous substance; and (v) employ agents, consultants and legal counsel to assist my Trustee in these actions. My Trustee shall not be liable for any loss or reduction in value sustained by my trust as a result of my Trustee's retention of property on which hazardous materials or substances requiring remedial action are discovered unless my Trustee contributed to the resulting loss or reduction in value through willful misconduct or gross negligence. My Trustee shall not be liable to any beneficiary or to any other party for any decrease in the value of trust property as a result of my Trustee's compliance with any environmental law, including any reporting requirement. My Trustee may release, relinquish or disclaim any power held by my Trustee that my Trustee determines " may cause my Trustee to incur individual liability under any environmental law. Section 17.09 Farm, Ranch and Other Agricultural Powers My Trustee may retain, acquire, and sell any farm or ranching operation, whether as a sole proprietorship, partnership, or corporation. My Trustee may engage in the production, harvesting, and marketing of farm and ranch products either by operating directly or with management agencies, hired labor, tenants, or sharecroppers. My Trustee may engage and participate in any government farm program, whether state or federally sponsored. My Trustee may purchase or rent machinery, equipment, livestock, poultry, feed, and seed. 17-6 My Trustee may improve and repair all farm and ranch properties; construct buildings, fences, and drainage facilities, and acquire, retain, improve, and dispose of wells, water rights, ditch rights, and priorities of any nature. My Trustee may do all things customary or desirable to operate a farm or ranch operation for the benefit of the beneficiaries. Section 17.10 Insurance Powers My Trustee may purchase, accept, hold, and deal with as owner, policies of insurance on my life, the life of any beneficiary, or on the life of any person in whom any beneficiary has an insurable interest. My Trustee may purchase disability, medical, liability, long-term health care and other insurance on behalf of and for the benefit of any beneficiary. My Trustee may purchase annuities and similar investments for any beneficiary. My Trustee shall have the power to execute or cancel any automatic premium loan agreement with respect to any policy, and shall have the power to elect or cancel any automatic premium loan provision in a life insurance policy. My Trustee may borrow money to pay premiums due on any policy, either by borrowing from the company issuing the policy or from another source. My Trustee may assign the policy as security for the loan. My Trustee shall have the power to exercise any option contained in a policy with regard to any dividend or share of surplus apportioned to the policy, to reduce the amount of a policy or convert or exchange the policy, or to surrender a policy at any time for its cash value. My Trustee may elect any paid-up insurance or extended term insurance nonforfeiture option contained in a policy. My Trustee shall have the power to sell any policy at its fair market value to anyone having an insurable interest in the policies including the insured. My Trustee shall have the right to exercise any other right, option, or benefit contained in a policy or permitted by the insurance company issuing the policy. Upon termination of the trust, my Trustee shall have the power to transfer and assign the policies held by the trust as a distribution of trust property. Section 17.11 Loans and Borrowing Powers My Trustee may make secured or unsecured loans to any person (including a beneficiary), entity, trust or estate, for any term or payable on demand, with or without 17-7 interest. My Trustee may enter into or modify the terms of any mortgage or security agreement granted in connection with any loan and may release or foreclose on the mortgage or security. My Trustee may borrow money at interest rates and on other terms that it deems advisable from any person, institution or other source including, in the case of a corporate fiduciary, its own banking or commercial lending department. My Trustee may encumber trust property by mortgages, pledges and other hypothecation and shall have the power to enter into any mortgage, whether as a mortgagee or mortgagor even though the term may extend beyond the termination of the trust and beyond the period that is required for an interest created under this agreement to vest in order to be valid under the rule against perpetuities. My Trustee may purchase, sell at public or private sale, trade, renew, modify, and extend mortgages. My Trustee may accept deeds in lieu of foreclosure. Section 17.12 Nominee Powers My Trustee may hold real estate, securities and any other trust property in the name of a nominee or in any other form without disclosing the existence of any trust or fiduciary capacity. Section 17.13 Oil, Gas and Mineral Interests My Trustee may. acquire, maintain, develop and exploit, either alone or jointly with others, any oil, gas, coal, minerals or other natural resource rights or interests. My Trustee may drill, test, explore, mine, develop, extract, remove, convert; manage, retain, store, sell and exchange any of such rights and interests on terms and for a price that my Trustee deems advisable. My Trustee may execute leases, pooling and unitization agreements and other types of agreements in connection with such oil, gas, coal, mineral and other natural resource rights and interests even though such arrangements may extend beyond the termination of the trust. My Trustee may execute division orders, transfer orders, releases, assignments, farm outs, and any other instruments that it deems proper. My Trustee may employ the services of consultants and outside specialists in connection with the evaluation, management, acquisition, disposition, and development of any mineral interest, and may pay the cost of the services from the principal and income of the trust property. 178 Section 17.14 Payment of Taxes and Expenses Except as otherwise provided in this agreement, my Trustee is authorized to pay all property taxes, assessments, fees, charges, and other expenses incurred in the administration or protection of the trust. All payments shall be a charge against the trust property and shall be paid by my Trustee out of the income, or to the extent that the income is insufficient, then out of the principal of the trust property. The determination of my Trustee with respect to the payment of expenses shall be conclusive upon the beneficiaries. Section 17.15 Qualified Family Owned Business Interests Deduction My Trustee, other than an Interested Trustee, shall have the power to amend the terms of a trust holding "qualified family-owned business interests" as defined in Section 2057 of the Internal Revenue Code, in order to permit trust property to qualify for the "family owned business deduction," even if the amendment changes beneficial interests and that directs the segregation of trust property into more than one trust. Section 17.16 Qualified Real Property Valuation My Trustee, other than an Interested Trustee, shall have the power to amend the terms of a trust holding "qualified real property" as defined in Section 2032A of the Internal Revenue Code, in order to permit the qualified real property to qualify or continue to qualify for special use valuation permitted under Section 2032A, even if the amendment changes beneficial interests and that directs the segregation of trust property into more than one trust. Section 17.17 Real Estate Powers My Trustee may sell at public or private sale, convey, purchase,.exchange, lease for any period, mortgage, manage, alter, improve and in general deal in and with real property in such manner and on such terms and conditions as my Trustee deems appropriate. My Trustee may grant or release easements in or over, subdivide, partition, develop, raze improvements, and abandon, any real property. My Trustee may manage real estate in any manner that my Trustee deems best and shall have all other real estate powers necessary for this purpose. My Trustee may enter into contracts to sell real estate. My Trustee may enter into leases and grant options to lease trust property even though the term of the agreement extends beyond the termination of the trust and beyond the period that is required for an interest created under this agreement to vest in order to be valid under the rule against 17-9 perpetuities. For such purposes, my Trustee may enter into any contracts, covenants and warranty agreements that my Trustee deems appropriate. Section 17.18 Residences and Tangible Personal Property My Trustee may acquire, maintain and invest in any residence for the use and benefit of the beneficiaries, whether or not the residence is income producing and without regard to the proportion that the value of the residence may bear to the total value of the trust property and even if retaining the residence involves financial risks that trustees would not ordinarily incur. My Trustee may pay or make arrangements for others to pay all carrying costs of the residence, including, but not limited to, taxes, assessments, insurance, expenses of maintaining the residence in suitable repair, and other expenses relating to the operation of the residence for the benefit of the beneficiaries. My Trustee may acquire, maintain and invest in articles of tangible personal property, whether or not the property is income producing, and may pay the expenses of the repair and maintenance of the property. My Trustee shall have no duty to convert the property referred to in this Section to productive property except as required by other provisions of this agreement. My Trustee may permit any income beneficiary of the trust to occupy any real property or use any personal property owned by the trust on terms or arrangements that my Trustee may determine, including rent free or in consideration for the payment of taxes, insurance, maintenance, repairs, or other charges. My Trustee shall have no liability for any depreciation or loss as a result of the retention of any property retained or acquired under the authority of this Section. Section 17.19 Retention and Abandonment of Trust Property My Trustee may retain, without liability for depreciation or loss resulting from retention, any property constituting the trust at the time of its creation, at the time of my death or as the result of the exercise of a stock option. My Trustee may retain property, notwithstanding the fact that the property may not be of the character prescribed by law for the investment of assets held by a fiduciary, and notwithstanding the fact that retention may result in inadequate diversification under any applicable Prudent Investor Act or other applicable law. My Trustee may hold property that is non-income producing or is otherwise nonproductive if holding the property is, in the sole and absolute discretion of my Trustee, in the best interests of the beneficiaries. On the other hand, except when I am serving as a Trustee, my Trustee shall invest contributions of cash and cash equivalents as soon as reasonably practical after the assets have been acquired by the trust. My Trustee is permitted to retain a reasonable amount in cash or money market accounts in 17-10 order to pay anticipated expenses and other costs and to provide for anticipated distributions to or for the benefit of a beneficiary. My Trustee may abandon any trust property that my Trustee deems to be of insignificant value. Section 17.20 Securities, Brokerage and Margin Powers My Trustee may buy, sell, trade and otherwise deal in stocks, bonds, investment companies, mutual funds, common trust funds, commodities, options and other securities of any kind and in any amount, including short sales. My Trustee may write and purchase call or put options, and other derivative securities. My Trustee may maintain margin accounts with brokerage firms and may pledge securities to secure loans and advances made to my Trustee or to or for the benefit of a beneficiary. My Trustee may place all or any part of the securities held by the trust in the custody of a bank or trust company. My Trustee may have all securities registered in the name of the bank or trust company or in the name of its nominee. My Trustee may appoint the bank or trust company as the agent or attorney in fact to collect, receive, receipt for and disburse any income and generally to perform the duties and services incident to a custodian of accounts. My Trustee may employ a broker-dealer as a custodian for securities held by the trust and may register the securities in the name of the broker-dealer or in the name of a nominee with or without the addition of words indicating that the securities are held in a fiduciary capacity. My Trustee may hold securities in bearer or uncertificated form and may use a central depository, clearing agency or book-entry system, such as The Depository Trust Company, Euroclear or the Federal Reserve Bank of New York. My Trustee may participate in any reorganization, recapitalization, merger or similar transaction. My Trustee may exercise or sell conversion or subscription rights for securities of all kinds and description. My Trustee may give proxies or powers of attorney that may be discretionary and with or without powers of substitution. My Trustee may vote or refrain from voting as to any matter. Section 17.21 Settlement Powers My Trustee may settle, by compromise, adjustment, arbitration or otherwise any and all claims and demands in favor of or against the trust. My Trustee may release or abandon any claim in favor of the trust. 17-11 Section 17.22 Sub-Chapter S Corporation Stock Provisions After my death and during any period when the trust is not treated for tax purposes as a grantor trust under Section 671 of the Internal Revenue Code, my Trustee may elect to hold any S corporation stock held by the trust as a separate "electing small business trust" as defined in Section 1361(d)(3) or as a separate "qualified subchapter S trust," as defined in Section 1361(e)(1). In making this determination, my Trustee may consider any changes to the terms and conditions of the trust that will be required as a result of either election. For purposes of this Section, "S corporation stock" shall mean all capital stock issued by a corporation (or other entity taxable as a corporation for federal income tax purposes) that is treated, or intends to be treated under Section 1361(a), as an "S corporation" for federal income tax purposes. (a) Electing Treatment as an Electing Small Business Trust If my Trustee elects under Section 1361(e)(3) of the Code to qualify the trust as an "electing small business trust,"my Trustee shall: Apportion to the electing small business trust a reasonable share of the unallocated expenses of all trusts created under this agreement, in accordance with the applicable provisions of the Internal Revenue Code and Treasury Regulations; and Administer the trust as an electing small business trust, under Section 1361(e) of the Internal Revenue Code. (b) Electing. Treatment as a Qualified Subchapter S Trust If my Trustee elects to treat the trust as a "qualified subchapter S trust," my Trustee shall: Refer to the qualified subchapter S trust using the same name as the trust to which the stock was originally allocated, plus the name of the current income beneficiary of the trust, followed by the letters "QSST;" Administer the qualified subchapter S trust in accordance with the same provisions contained in the trust to which the S corporation stock was originally allocated; provided, however, that the provisions of this subsection shall control the administration of the trust to the extent that they are inconsistent with the provisions of the original trust; 17-12 Maintain the qualified subchapter S trust as a separate trust held for the benefit of one beneficiary as required in Section 1361(d)(3); and Request that the current income beneficiary of the trust, with the assistance of my Trustee, make an election in accordance with Section 1361(d)(2) to qualify the trust as a qualified subchapter S trust within the meaning of Section 1361(d)(3). (1) Current Income Beneficiary The "current income beneficiary" of a qualified subchapter S trust is the person who has a present right to receive income distributions from the trust to which the S corporation stock is allocated. A qualified subchapter S trust shall have only one current income beneficiary. If under the terms of the agreement, there is more than one person who has a, present right to receive income distributions from the trust originally holding the S corporation stock, my Trustee shall cause the S corporation stock to be segregated into separate qualified subchapter S trusts for each person who has a present right to receive income distributions. (2) Distributions Until the first to occur of (a) the death of the current income beneficiary and (b) the date on which the qualified subchapter S trust no longer holds any S corporation stock (the "QSST termination date"), my Trustee shall distribute to the current income beneficiary, at least annually, all of the trust's "net income," as that term is defined in Section 643(b) of the Internal Revenue Code. The terms of the trust to which the S corporation stock was originally allocated shall govern distributions of principal from the qualified subchapter S trust; provided, however, that my Trustee may only distribute principal to the current income beneficiary of the qualified subchapter S trust. Upon the QSST termination date, my Trustee shall distribute the remaining trust assets to the current income beneficiary, if he or she is then living, and if not, to the current income beneficiary's estate. 17-13 (3) Allocation of Income and Expenses My Trustee shall characterize receipts and expenses of any qualified subchapter S trust in a manner consistent with Section 643(b) of the Internal Revenue Code. (4) Trust Merger or Consolidation My Trustee may not merge or consolidate any qualified subchapter S trust with the assets of another trust if doing so would jeopardize the qualification of either trust as a qualified subchapter S trust. (c) Governance of the Trusts The following additional provisions shall apply to any separate trust created under this Section. (1) Protection of S Corporation Status My Trustee shall not administer a trust holding S corporation stock in a manner that would cause the termination of the S corporation status of the entity whose stock is held as part of the trust. Therefore during,any period that the trust holds S corporation stock, the terms of this agreement shall be construed in a manner that is consistent with the trust qualifying as an electing small business trust or as a qualified subchapter S trust. Any provision of this agreement that cannot be so construed or applied shall be disregarded. (2) Methods of Distribution No method of distribution permitted under this Section may be used in a manner that would jeopardize the qualification of the trust as an electing small business trust or as a qualified subchapter S trust. (3) Election Any reference in this agreement to any person acting in an individual or fiduciary capacity, making an election for himself or for or on behalf of any other person, shall include, but not be limited to, an election made in accordance with Section 1361(e)(3), Section 1361(d)(2) or any other applicable subsection of Section 1361 of the Internal Revenue Code. 17-14 (4) Disposition of S Corporation Stock If the continuation of any trust would, in my Trustee's opinion, result in the termination of the S corporation status of any entity whose stock is held as a part of the trust property, my Trustee, other than an Interested Trustee, shall have, in addition to the power to sell or otherwise dispose of the stock, the power to distribute the stock to the person who is then entitled to receive the income from the trust. Section 17.23 Limitation on My Trustee's Powers All powers granted to my Trustee under this agreement or by applicable law shall be limited as set forth in this Section, unless explicitly excepted by reference to this Section. The limitations set forth in this Section shall not apply to me. (a) An. Interested Trustee Limited to Ascertainable Standards An Interested Trustee may not exercise or participate in the exercise of discretion with respect to the distribution of income or principal, or the termination of the trust to or for the benefit of a beneficiary, to the extent that the exercise of such discretion is other than for the health, education, maintenance or support of a beneficiary as described under Sections 2041 and 2514 of the Internal Revenue Code. (b) No Distributions in Discharge of Support Obligation of My Trustee My Trustee may not exercise or participate in the exercise of discretion with respect to the distribution of income or principal to any person my Trustee is legally obligated to support, to the extent the distribution discharges the support obligation of my Trustee. If a beneficiary has the power to remove a Trustee, the Trustee may not exercise or participate in the exercise of discretion with respect to the distribution of income or principal to any person the beneficiary having the power to remove is legally obligated to support, to the extent such distribution discharges the support obligation of the beneficiary. (c) Insurance Policy on the Life of My Trustee If the trust holds a policy that insures the life of my Trustee, my Trustee shall have no right to exercise any powers or rights with respect to the policy. A Cotrustee serving under this agreement shall exercise the powers and rights with respect to the policy. 17-15 If the insured Trustee is the only Trustee, then an Independent Special Trustee designated under Section 3.08 shall exercise the powers and rights with respect to the policy. If any rule of law or court decision construes the ability of the insured Trustee to name an Independent Special Trustee as an incident of ownership of the policy, then a majority of the then current mandatory and discretionary income beneficiaries (excluding the insured Trustee if he or she is a beneficiary) shall select the Independent Special Trustee. (d) Insurance Policy on a Beneficiary's Life If the trust holds a policy that insures the life of a beneficiary, the beneficiary (acting individually or as Trustee) shall have no power over the policy, the cash value of the policy, or the proceeds of the policy. The intent of this denial of power is to prevent an insured beneficiary from having a power that would constitute an incident of ownership of the policy. In addition, no distribution of income or principal to the insured beneficiary shall be satisfied out of the proceeds of the policy, the cash value of the policy or any other economic benefit of the policy. The limitations of this subsection shall not apply if the proceeds of the policy would, upon the death of the beneficiary, otherwise be included in the gross estate of the beneficiary for federal estate tax purposes. i 17-16 Article Eighteen General Provisions Section 18.01 Maximum Term for Trusts Notwithstanding any other provision of this agreement to the contrary, unless terminated earlier under other provisions of this agreement, each trust created under this agreement shall terminate 21 years after the last to die of the descendants of my maternal and paternal grandparents and the descendants my wife's maternal and paternal grandparents who are living at the time of my death. At that time, the remaining trust property shall vest in and be distributed to the persons entitled to receive mandatory distributions of net income of the trust and in the same proportions. If no beneficiary is entitled to mandatory distributions of net income, the remaining trust property shall vest in and be distributed to the beneficiaries entitled to receive discretionary distributions of net income of the trust, in equal shares per stirpes. Section 18.02 Spendthrift Provision Neither the income nor the principal of the trust property shall be assigned, anticipated or alienated in any manner by any beneficiary, nor shall it be subject to attachment, bankruptcy proceedings or any other legal process, or to the interference or control of creditors or others. Nothing contained in this Section shall restrict in any way the exercise of any power of appointment granted in this agreement. Section 18.03 Contest Provision If, after receiving a copy of this Section, any person shall, in any manner, directly or indirectly, attempt to contest or oppose the validity of this agreement, (including any amendment to this agreement), or commences, continues or prosecutes any legal proceedings to set this agreement aside, then such person shall forfeit his or her share, cease to have any right or interest in the trust property, and shall, for purposes of this agreement be deemed to have predeceased me. This Section shall not apply so as to cause a forfeiture of any distribution otherwise qualifying for the federal estate tax marital deduction or charitable deduction. a 18-1 Section 18.04 Survivorship Presumption If my husband and I die under circumstances in which the order of our deaths cannot be established, I shall be deemed to have survived my husband. If any other beneficiary is living at my death, but dies within 30 days after my death, then the beneficiary shall be deemed to have predeceased me for purposes of this agreement. Section 18.05 Divorce or Annulment If my marriage to my husband ends by divorce or annulment, my husband shall cease to be a beneficiary under this agreement and shall be treated for purposes of this agreement as though she predeceased me. If my husband is serving as my Trustee at the time that my marriage to my husband ends, he shall cease to be a Trustee. Section 18.06 Changing the Situs of Administration My Trustee may, at any time, remove all or any part of the property or the situs of administration of the trust from one jurisdiction to another. My Trustee may elect, by filing an instrument with the trust records, that the trust shall thereafter be construed, regulated and governed as to administration by the laws of the new jurisdiction. My Trustee may take action under this Section for any purpose my Trustee deems appropriate, including the minimization of any taxes in respect of the trust or any beneficiary of such trust. If necessary, the beneficiaries entitled to receive distributions of net income under the trust may, by majority consent, appoint a corporate fiduciary in the new Sims. If a beneficiary is .a minor or is incapacitated, the parent or legal representative of the beneficiary may act on behalf of the beneficiary. Section 18.07 Definitions For purposes of this agreement, the following terms shall have the following meanings: (a) Adopted and Afterborn Persons A legally adopted person in any generation and his or her descendants, including adopted descendants, shall have the same rights and be treated in the same manner under this agreement as natural children of the adopting parent, provided such person is legally adopted prior to attaining the age of 18 years. A person shall be deemed to be legally adopted if the adoption was legal in the jurisdiction in which it occurred at the time that it occurred. 18-2 A fetus in utero that is later born alive shall be considered a person in being during the period of gestation. (b) Agreement The term "this agreement" means this trust agreement and includes all trusts created under the terms of this agreement. (c) Charitable Organization The terms "charitable organization," "qualified charitable organization," or "charity" means any charitable organization of a type described in Sections 170(c), 2055(a), and 2522(a) of the Internal Revenue Code. (d) Descendants The term "descendants" shall include a person's lineal descendants of all generations. (e) Education The term "education" is intended to be an ascertainable standard in accordance with Section 2041 and Section 2514 of the Internal Revenue Code and shall include, but not be limited to: Enrollment at private elementary, junior and senior high school including boarding school; Undergraduate and graduate study in any field at a college or university; Specialized, vocational or professional training or instruction at any institution, including private instruction; and Any other curriculum or activity that my Trustee may deem useful for developing the abilities and interests of a beneficiary including, without limitation, athletic training, musical instruction, theatrical training, the arts and travel. The term "education" shall also include distributions made by my Trustee for expenses such as tuition, room and board, fees, books and supplies, tutoring and transportation and a reasonable allowance for living expenses. (f) Incapacity Except as otherwise provided in this agreement, a person shall be deemed incapacitated in any one of the following circumstances. 18-3 (1) The Opinion of Two Licensed Physicians An individual shall be deemed incapacitated whenever, in the opinion of two licensed physicians, the individual is unable to effectively manage his or her property or financial affairs, whether as a result of age, illness, use of prescription medications, drugs or other substances, or any other cause. An individual shall be deemed restored to capacity whenever the individual's personal or attending physician provides a written opinion that the individual is able to effectively manage his or her property and financial affairs. (2) Court Determination An individual shall be deemed incapacitated if a court of competent jurisdiction has declared the individual to be disabled, incompetent or legally incapacitated. (3) Detention, Disappearance or Absence An individual shall be deemed incapacitated whenever he or she cannot effectively manage his or her property or financial affairs due to the individual's unexplained disappearance or absence for more than 30 days, or whenever he or she is detained under duress. An individual's disappearance or absence or detention under duress may be established by an affidavit of my Trustee, or, if no Trustee is serving, by the affidavit of any beneficiary. The affidavit shall describe the circumstances of the individual's disappearance, absence or detention and may be relied upon by any third party dealing in good faith with my Trustee in reliance upon the affidavit. (g) Income Beneficiary The term "income beneficiary" means any beneficiary who is then entitled to receive distributions of the net income of the trust, whether mandatory or discretionary. Unless otherwise provided in this agreement, the phrase "majority of the income beneficiaries" means any combination of income beneficiaries who, if all accrued net income were distributed on the day of a vote by the beneficiaries, would receive more than 50% of the accrued net income. For purposes of this calculation, beneficiaries who are eligible to receive 18-4 discretionary distributions of net income shall be deemed to receive the income in equal shares. References to a "majority" refer to a majority of the entire trust collectively until my Trustee allocates property to separate trusts or trust shares. After the allocation of property to separate trusts or trust shares, references to a "majority" refer to a majority of each separate trust or trust share. (h) Income in Respect of a Decedent (IRD) The term "income in respect of a decedent" or "IRD" means income received after.a decedent's death that would. have been taxable to the decedent if the income had been received by the decedent during the decedent's lifetime. For example, payments under qualified retirement plans and other deferred compensation arrangements are IRD. For purposes of this agreement, IRD means any income that would be classified as IRD under Section 691(a) of the Internal Revenue Code. (i) Independent Trustee The term "Independent Trustee" means a Trustee who is not an Interested Trustee as defined in subsection 0). Only an Independent Trustee may exercise those powers granted exclusively to an Independent Trustee and when the phrase "other than an Interested Trustee" is used. Whenever this agreement specifically prohibits an Interested Trustee from exercising discretion or performing an act, then only an Independent Trustee may exercise that discretion or perform that act. An Independent Trustee shall not be liable to any person for any good faith exercise or nonexercise of its discretion under this agreement. Q) Interested Trustee The term "Interested Trustee" means (1) a Trustee who is a transferor of property to the trust (including a person whose qualified disclaimer resulted in property passing to the trust); (2) a Trustee who is a beneficiary of the trust; or (3) a Trustee whom a beneficiary of the trust can remove and replace by appointing a Trustee that is related or subordinate to the beneficiary within the meaning of Section 672(c) of the Internal Revenue Code. For purposes of this subsection "a beneficiary of the trust" means a person who is or in the future may be eligible to receive income or principal from the trust pursuant to the terms of the trust. A person shall be considered a beneficiary of a trust even if he or she has only a remote contingent remainder interest in the trust; however, a person shall not be considered a beneficiary of a trust if the person's only interest is as a potential appointee under a testamentary power of appointment. 18-5 (k) Internal Revenue Code and Treasury Regulations References to the "Internal Revenue Code" or to its provisions are to the Internal Revenue Code of 1986, as amended from time to time, and the corresponding Treasury Regulations, if any. References to the "Treasury Regulations," are to the Treasury Regulations under the Internal Revenue Code in effect from time to time. If a particular provision of the Internal Revenue Code is renumbered, or the Internal Revenue Code is superseded by a subsequent federal tax law, any reference shall be deemed to be made to the renumbered provision or to the corresponding provision of the subsequent law, unless to do so would clearly be contrary to my intent as expressed in this agreement. The same rule shall apply to references to the Treasury Regulations. (1) Legal Representative or Personal Representative As used in this agreement, the term "legal representative" or "personal representative" means a person's guardian, conservator, executor, administrator, Trustee, or any other person or entity personally representing a person or the person's estate. (m) Per Stirpes Whenever a distribution is to be made to a person's descendants "per stirpes," the distribution shall be divided into as many shares as there are then living children of the person and deceased children of the person who left then living descendants. Each then living child shall receive one share and the share of each deceased child shall be divided among the child's then living descendants in the same manner. (n) Qualified Retirement Plan The term "qualified retirement plan" means a plan qualified under Section 401 of the Internal Revenue Code, an individual retirement arrangement under Section 408 or Section 408A or a tax-sheltered annuity under Section 403. The term "qualified retirement benefits" means the amounts held in or distributed pursuant to a plan qualified under Section 401, an individual retirement arrangement under Section 408 or Section 408A, a tax-sheltered annuity under Section 403 or any other benefit subject to the distribution rules of Section 401(a)(9). (o) Shall and May Unless otherwise specifically provided in this agreement or by the context in which used, I use the word"shall" in this agreement to command, direct or require, and the word "may" to allow or permit, but not require. In the context of my Trustee, when I use the word "may" I intend that my 18-6 Trustee may act in its sole, absolute and unreviewable discretion unless otherwise stated in this agreement. (p) Trust The terms "this trust" or "this trust agreement" shall refer to this agreement and all trusts created under the terms of this agreement. (q) Trustee The term "my Trustee" or "Trustee" refers to the Trustee named in Article One and to any successor, substitute, replacement or additional person, corporation or other entity that is from time to time acting as the Trustee of any trust created under the terms of this agreement. The term "Trustee" refers to singular or plural as the context may require. (r) Trustmaker The term "Trustmaker" shall have the same legal meaning as "Grantor," "Settlor," "Trustor" or any other term referring to the maker of a trust. (s) Trust Property The phrase ".trust property" shall be construed to mean all property held by my Trustee under this agreement, including all property that my Trustee may acquire from any source. Section 18.08 General Provisions and Rules of Construction The following general provisions and rules of construction shall apply to this agreement: (a) Duplicate Originals This agreement may be executed in any number of counterparts, each of which shall be deemed to be an original. Any person may rely upon a copy of this agreement certified under oath by my Trustee to be a true copy, to the same effect as if it were an original. (b) Singular and Plural; Gender Unless the context requires otherwise, words denoting the singular may be construed as plural and words of the.plural may be construed as denoting the singular. Words of one gender may be construed as denoting another gender as is appropriate within the context. The word "or"when used in a list of more than two items may function as both a conjunction and a disjunction as the context requires or permits. 18-7 (c) Headings of Articles, Sections, and Subsections The headings of Articles, Sections, and subsections used within this agreement are included solely for the convenience and reference of the reader. They shall have no significance in the interpretation or construction of this agreement. (d) Governing State Law This agreement shall be governed, construed and administered according to the laws of the Commonwealth of Pennsylvania as from time to time amended, except as to trust property required by law to be governed by the laws of another jurisdiction and unless my Trustee elects to change the Situs of Administration as provided in Section 18.06. (e) Notices Unless otherwise stated, whenever this agreement calls for notice, the notice shall be in writing and shall be personally delivered with proof of delivery, or mailed postage prepaid by certified mail, return receipt requested, to the last known address of the party requiring notice. Notice shall be effective on the date personally delivered or on the date of the return receipt. If a party giving notice does not receive the return receipt but has proof that he or she mailed the notice, notice shall be effective on the date it would normally have been received via certified mail. If notice is required to be given to a minor or incapacitated individual, notice shall be given to the parent or legal representative of the minor or incapacitated individual. (f) Plans Not Reciprocal The fact that my wife and I are executing our estate plans concurrently shall not be construed to create any contractual or reciprocal obligations between us. (g) Severability The invalidity or unenforceability of any provision of this agreement shall not affect the validity or enforceability of any other provision of this agreement. If a court of competent jurisdiction determines that any provision is invalid, the remaining provisions of this agreement shall be interpreted and construed as if the invalid provision had never been included in this agreement. I have executed this restated agreement on the day and year above written. This restated agreement shall be effective when signed by me, whether or not now signed by a Trustee. 18-8 I certify to the officer taking my acknowledgment that I have read this restated trust agreement, that I understand it, and that it coffectly states the provisions under which my trust property is to be administered and distributed by my Trustee. Sally Lou kroyd, Trustmaker and Vustee .4J Ted J. Ackroyd, Trustee COMMONWEALTH OF PENNSYLVANIA ) ss. COUNI'YOF On this day, a 2010, before me personally appeared Sally Lou Ackroyd, as Tri stmaker and as Trustee, personally known to me (or proved to me on the basis of satisfactory evidence) to be the individual whose name is subscribed to the foregoing instrument, and acknowledged that she executed the same as her voluntary act and deed for the purposes therein contained. Witness my hand and official seal. AITH 0 ENNSYLVA.NIA ialSeal oki op , eal y Public w✓ oro 7wp.,Cu and Coun ara esionExp're sJan.t , t Y Notary Public rvv.:,uo-rr,Pennsylvania Associatiayy gg{ypSArPrFA My commission expires: CMEALTH CF PENNSYLVAN,A NotariLNotarypublic Vcki L.Napkin West Pennsboro Tiwpnd County _ MY Clmmission P 5,2012 (ember,pennsyivania Association of Notaries 18-9 COMMONWEALTH OF PENNSYLVANIA ) ss. COUNTY OFa On this day, J&4W !D 2010, before me personally appeared Ted J. Ackroyd, as Trust e, personally known to me (or proved to me on the basis of satisfactory evidence) to be the individual whose name is subscribed to the foregoing instrument, and acknowledged that he executed the same as his voluntary act and deed for the purposes therein contained. Witness my hand and official seal. [Seal] CO ON-WEaUH OF PEP4NSYI,VAWM NOTARIAL,SP AL Ammon C.Jackson,Nor=mS'public '—' Upper Allenfo-�vnship,CemberlandCoimry NOtary Public My commission expire s May 07,7.011 My commission expires: 18-10 04/1812014 10:19 717-920-4666 DEPOSIT SERVICES PAGE 02/62 METRO BANK3801 Paxton Street 883.937.0004 Harrisburg, PA 17111 mymetrobank.com 4118114 Elizabeth Hallett Buchanan, Ingersoll, Rooney PC Attorneys&Government Relations Professionals 409 N- Second St., Ste 500 Harrisburg, PA 17101 RE: Estate of: Sally Lou Ackroyd Tax identification Number: 114-36-2393 Date of Death: December 14, 2013 To Whom it May Concern: This tatter is in reference to decedent account information you requested for the individual listed above. We are able to provide the following: Account Type:MM Account Number., 2843542626 Date Opened: 04/16/2013 Primary Owner: Sally Lou Ackroyd Accrued Interest: **$43.79 Date of Death Balance: $ 190,286.23 " Please note:The accrued interest will not be paid if the account is closed prior to the date the interest is scheduled to post. Please feel free to contact us at 1-888-937-0004 if we may be of further assistance. Sincerely, Jennifer Jacobs Research Associate Metro Bank CARLISLE REGIONAL ///'��� 0 f,eb,c'n� cr.N rcn PP �1 ( • • • • • a-IGII ® • • • • Patient Name Sally L Ackroyd a Online at www.carlislermc.com Account Number 1391141 (available 24/7) Date of Service October 07, 2013 �ry Service Type Outpatient ® By phone-717-960.1660 Insurance Name Client/Greenridge Villag Name of Insured Sally L Ackroyd ® By credit card-complete section below and return Policy Number 114362393 Amount Due From You $93.56 ®By check-return section below with check © • • 4 • • Amount due from you is$93.56 as of 01112/2014 for The charges listed below do not reflect the discount that Outpatient performed on October 07, 2013. you and your insurance company received. Supplies 241.23 Total Charges $736.42 Therapy 495.19 Discounts/Adjustments Given -$642.86 TOTAL CHARGES $736.42 Insurance Payments Received $0.00 Amount You Paid $0.00 Amount Due From You $93.56 O • • • 111Wf1RIkll ill 3269-HMASTMT-1986915-1598883825-P;8262274-1-548;34063809-1;1 Balance Due reflects an underpayment by your insurance carrier of the Amount contracted for this service. Please contact your insurance carrier immediately to resolve this underpayment. L i Please Remit Payment To: - - Cumberland Goodwill Fire Rescue EMS Billing Office 13-225629 1/7/2014 $1,438.29 PO Box 726 ` New Cumberland, PA 17070-0726 QUESTIONS ABOUT THIS BILL? Phone:877-214-6018 Espanol: 866-724-4114 Fax: 717-214-6020 Email: info @ambulancebillingoffice.com Date of Service: ( 10/23/2013 13:40 ll,,.vv please visit our website to provide insurance or make payment, and Patient Name: ACKROYD,SALLY L. fN' for additional payment options and frequently asked questions: ' From: Green Ridge Village www.ambulancebillingoffice.com To: Holy Spirit Hospital IMPORTANT We billed this claim to your insurance;however, they have denied the claim This balance is now your responsibility. You may contact your insurance carrier regarding the denial. Please remit payment for the balance. Thank you. 71, .'(Vb l.3 ii. eff 3[;J'A Mr_r'S _ STl'fd'k3�i;•yti t� _lu.3R._ reWiSC�Lc+:. 10/23/13 BLS Emergency Transport A0429 1.0 988.05 988.05 10/23/13 Mileage A0425 33.6 13.40 450.24 Total 1,438.29 0.00 0.00 4 i RESIDENT STATEMENT FROM GREEN RIDGE VILLAGE Statement Date Due Date ACCOUNT NUMBER SWAIM HEALTH CENTER 210 BIG SPRING ROAD 02/28/2014 Upon Receipt 61637GRV NEWVILLE, PA 17241-9486 • - ■ $7,947.82 717-776-8200 AMOUNT PAID $ Please make check payable to GREEN RIDGE VILLAGE SALLY L ACKROYD Remit To: c/o SARAH FRANKLIN Presbyterian Homes Inc/Green Ridge/Swaim 6107 ALLIED LANE P O Box 416825 HARRISBURG, PA 17111 Boston MA 0 2241-6 82 5 Please detach and return this portion with your remittance to the address above. Comments If you have an- questions regardingyow statement please contact the Business office at(717)776-8256. Date Description Days/ Rate Charges/ - Payments Balance Units (Credit) Balance Forward $7,947.82 TOTAL BALANCE DUE: $7,947.82 .'4 FACILITY NAME RESIDENT NAME ACCOUNT NUMBER SWAIM HEALTH CENTER SALLY L ACKROYD 61637GRV Millennium Pharmacy Systems,Inc. We accept Visa,Mastercard,Discover,and American Express. Auto-Pay is available. Secure online payments via www.mpsrx.com,click"Contact',click"Pay your bill P.O.BQX 823441 Make checks payable to Millennium Pharmacy Systems,Inc. Write or Include Account#on your check or bill pay slip. ,Philadelphia,PA 19182.3441 CONTACT INFORMATION: Millennium Phcy.Systems Mechanicsburg O�oHd'urs NJOF6 ,�n,9AM�5P ,�i Tr -° t r � �!�� Fa>t61 z86t$ 30y 35 P io"ne 11 8166 GO fvv7PSRX�o 1 yy2 94a 2490 O�Gon + l,'i ; E"mai�q.Bil n.§ rt,�p Gd gW �� INVOICE: 1112512013 SALLYACKROYD Acct#: GRVN1494 c/o SALLY ACKROYD DUE BY: 12125/2013 62 CREEK BANK DR fj 1pl .� h� 61637GRV MECHANICSBURG,PA 17050 '��� 7 ( I '7 PVT Pit, Please Detach Here and Return Top Portion With Your Payment - -- Invoice Date:11/25/2013,Acct#:GRVN1494,ACKROYD,SALLY,Green Ridge Village NC-PHI,P,GUISTWITE,DARRYL .t4.15�7ri; M 11/22/2013 6832744 4.00 Allopudnol Oral Tablet 100 MG $ 4.42 c $ 0.00 $ 4.42 RX 16714-0041-08 11/22/2013 6832746 2.00 Bumetanide Oral Tablet 1 MG $ 4.43 c $ 0.00 $ 4.43 RX 00093-0233-01 1112212013 6832747 4.00 Lomtadine Oral Tablet 10 MG $ 1.50 $ 0.00 $ 1.50 OTC 45802-0650-87 11/22/2013 6832748 4.00 DOK Oral Capsule 100 MG $ 1.50 $ 0.00 $ 1.50 OTC 00904-7889-80 11/22/2013 6832751 4.00 Escltalopmm Oxalate Orel Tablet 20 MG $ 5.32 c $ 0.00 $ 5.32 RX .65862-0375-01 11/2212013 6832759 4.00 Sodium Bicarbonate Oral Tablet 650 MG $ 1.50 $ 0.00 $ 1.50 OTC 005364544-10 11/22/2013 6832760 15.00 Nystop External Powder 100000 UNITIGM $ 18.01 c $ 0.00 $ 18.01 RX 00574-2008-15 11/22/2013 6839533 100.00 Heparin $ 84.20 $ 0.00 $ 84.20 RX 64253-0222-35 11/22/2013 6839754 200.00 ' Normal Saline IV Flush Syringe 5ML $ 48.00 $ 0.00 $ 48.00 RX 64253-0111-35 11/2212013 6848843 4.00 Pantoprazole Sodium Oral Tablet DR 40 MG $ 4.89 c $ 0.00 $ 4.89 RX 45963-0570-08 11122/2013 6854738 8.00 TraMADol HCI Oral Tablet Extended Release 24 Hour 100 MG $ 17.44 c $ 0.00 $ 17.44 RX 49884-0821-11 11/22/2013 6862641 8.00 Levothyroxine Sodium Orel Tablet 150 MOO $ 5.67 c $ 0.00 $ 5.67 RX 00378-1815-01 11/22/2013 6862732 800.00 CMP Piperacillin Sod-Tambactam 2.25gm/50mlNSS $ 162.18 c $ 0.00 $ 162.18 RX 00781-3110-95 11/22/2013 6866173 6.00 Levothvroxine Sodium Orel Tablet 125 MCG $ 5.31 c $ 0.00 $ 5.31 RX 00378-1813-01 11/2212013 6863820 4.00 ZYNO Z-800 IV PUMP $ 40.00 $ 0.00 $ 40.00 IVPR No NDC-Item Order 11/22/2013 6863821 6.00 -ZYNO FILTRD W.22 MICRON PRIM IV TUBING $ 33.56 $ 0.00 $ 33.56 IVSP No NBC-Item Order 11/22/2013 6863822 1.00 Dressing Change Tray KitfMSDC-0147041 $ 2.92 $ 0.00 $ 2.92 IVSP No NBC-Item Order 11/23/2013 2046045 30.00 OxVCODONE HCI Oral Tablet 10 MG $ 9.10 c $ 0.00 $ 9.10 RX 10702-0056-01 11/23/2013 2046119 4.00 Oxvcodone HCI Oral Tablet 5 MG $ 4,66 c $ 0.00 $ 4.66 RX 00406.0552-0l 11/25/2013 6860923 240.00 Vasolex External Ointment $ 231.00 $ 0.00 $ 231.00 RX 58980-0790-21 11/25/2013 6864910 100.00 Normal Saline IV Flush Syringe 5ML $ 30.00 $ 0.00 $ 30.00 RX 64253-0111-35 We accept Visa,Mastercard,Discover,and American Express. Auto-Pay is available. Millennium Pharmacy Systems,Inc. Secure online payments via v .mpsrx.com,click"Contact',click"Pay your bill'. P.O.BQX 823441 Make checks payable to Millennium Pharmacy Systems,Inc. Write or include Account#on your check or bill pay slip. Philadelphia,PA 19182-3"1 CONTACT INFORMATION: Millennium Phcy.Systems Mechanicsburg H oLrs Mbm�"{Frf�9AM SPMry �, x r _ ,Fa�xPt1 �620 Y.41'V5. -1; pho(1e,7866 GCS MFSRX o!7 724 40 2490(Option i/4,r r E'mallj61�1,]j�g� p .COm I � .. A '�rl,r°_y•..` c`.y'rt�Ph d' 4"%". INVOICE: 1212612013 SALLY ACKROYD Acct#: (at 1 GRVN1494 Go SALLY ACKROYD 1 6�1 "� 1 61637GRV DUE BY: 01/24!2014 62 CREEK BANK DR �W' It S�I _ MECHANICSBURG, PA 17050 �' 1 - IIII PVT �1I'hOf)14 r•O[IR - ii::_kPr:..t, a;,'r.<., r.. y:. .snrwu w :s•3? __T Please Detach Here and Return Top Portion With Your Payment - _:. - ------------------------ -------------- Invoice DateA212512013,Acct#:GRVN1494,ACKROYD,SALLY,Green Ridge Village NC-PHI,P,GUISTWITE, DARRYL .h ff I a1tl 'rte•. ©escrl to oa'1 + Nmbltf fe T"a .l ,,..•... rr.ntn' F '`N '"'t - 11/22/2013 6839754 75.00 Normal Saline IV Flush Syringe 5ML $ -48.00 $ 0.00 $ -48.00 RX 64253-0111-35 11/22/2013 6839754 75.00 Normal Saline IV Flush Syringe 5ML $ 25.50 $ 0.00 $ 25.50 RX 64253-0111-35 11/22/2013 6862732 800.00 CMP Piperacllin Sod-Tazobactam 2.25gm/50mINSS $ -162.18 c $ 0.00 $ -162.18 RX 00781-3110-95 11/22/2013 6862732 550.00 CMP Piperacillin Sod-Tazobactam 2.25gm/50mINSS $ 113.35 C $ 0.00 $ 113.35 RX 00781-3110-95 11/22/2013 6863821 3.00 ZYNO FILTRD W.22 MICRON PRIM IVTUBING $ -33.56 $ 0.00 $ -33.56 IVSP No NDC-Item Order 11/22/2013 6863821 3.00 ZYNO FILTRD W.22 MICRON PRIM IVTUBING $ 16.78 $ 0.00 $ 16.78 IVSP No NDC-Item Order 11/22/2013 6863622 0.00 Dressing Change Tray Kit IMSDC-0147041 $ -2.92 $ 0.00 $ -2.92 IVSP No NDC-Item Order 11/26/2013 6832744 17.00 Allopudnol Orel Tablet 100 MG $ 5.33 c $ 0.00 $ 5.33 RX 16714-0041-06 11/26/2013 6832747 17.00 Loratadine Oral Tablet 10 MG $ 1.50 $ 0.00 $ 1.50 OTC 45802-0650-87 11/26/2013 6832748 17.00 DOK 021 Capsule 100 MG $ 1.50 $ 0.00 $ 1.50 OTC 00904-7889-80 11/26/2013 6832751 17.00 Escitalopram Oxalate 021 Tablet 20 MG $ 9.14 c $ 0.00 $ 9.14 RX 65962-0375-01 11/26/2013 6832759 17.00 Sodium Bicarbonate Oral Tablet 650 MG $ 1.50 $ 0.00 $ 1.50 OTC 00536-4544-10 11/26/2013 6648843 17.00 Pantoprazole Sodium Oral Tablet DR 40 MG $ 7.30 c $ 0.00 $ 7.30 RX 45963-0570-OB 11/26/2013 6854738 34.00 TraMADoi HCl Oral Tablet Extended Release 24 Hour 100 MG $ 60.64 0 $ 0.00 $ 60.64 RX 49884-0821-11 11/26/2013 6862641 34.00 Levothyroxine Sodium Oral Tablet 150 MCC $ 10.60 c $ 0.00 $ 10.60 RX I 00376-1815-01 11/26/2013 6862732 150.00 CMP Piperaciliin Sod-Tazobactam 225gm150mINSS $ 35.22 c $ 0.00 $ 35.22 RX 00781-3110-95 11/26/2013 6865173 100.00 Heparin $ 12.00 $ 0.00 $ 12.00 RX 64253-0222-35 1112612013 6866245 1.00 ZYNO Z-800 IV PUMP $ 10.00 $ 0.00 $ 10.00 IVPR No NDC-Item Order 11/26/2013 6866246 2.00 ZYNO FILTRD W.22 MICRON PRIM IVTUBING $ 11.19 $ 0.00 $ 11.19 IVSP No NDC-Item Order 11/26/2013 6866247 1.00 Dressing Change Tray Kit tMSDC-0147041 It 2.92 $ 0.00 $ 2.92 IVSP No NOG-Item Order 11/27/2013 6832746 7.00 Bumebmide Oral Tablet 1 MG $ 5.14 c $ 0.00 $ 5.14 RX 00093-4233-01 I Image Print Page 1 of 1 PNC TED J ACKROYD A 47 ALICE M ACKROYD ......... 2 .... ,.,....:n..::..io-w47 02 CHEEK SANK DA UECHANICBBURG.PA 47050-1824 (j Pay to the 1 Order or _. tYm�.._ 7w e �s 1_ yp♦♦ _tom —� !O 3•dJtl PNCBANK VNCU.4n NA. 6r6 I:Q3i � 127383: 5ii37522S2u■ 0247 Front FiT 0- 11 M265H 53 I t Back This is an image/copy of a check you wrote or deposited. Please refer to your available balance since this item may not be credited to or debited from your account at this time. https://www.ect.pnr,bank.com/IMGPRINT.html 4/25/2014 WEST SHORE EMS - BLS y o scovru L�� 1; 205 GRANDVIEW AVE SUITE 211 Q ,-.�- I l CAMP HILL, PA 17011-1708 ON REVERSE SIDE WEST SHORE EMS Phone#: (800) 367-0512 Federal Tax ID: 23-2463002 0ti0"sIm".M" T'n: PATIENT NAME: SALLY ACKROYD INSURANCE: NOVITAS SOLUTIONS,INC. REJ AARP RJ CALL NUMBER: 1316818R DATE OF CALL: 1011012013 FROM: HOLY SPIRIT HOSPITAL TO: GREEN RIDGE VILLAGE ACCOUNT SUMMARY SALLY ACKROYD C/O TED ACKROYD TOTAL CHARGES: 1533.54 62 CREEK BANK DR PAYMENTS/ADJUSTMENTS: 0.00 MECHANICSBURG, PA 17050 PLEASE PAY THIS AMOUNT: 1533.54 DETACH ALONG PERFORATION AND RETURN STUB WITH PAYMENT DESCRIPTION OF CHARGE QUANTITY UNIT PRICE AMOUNT BARIATRIC BLS NON-EMERGENCY A0428 1.0 858.63 858.63 BARIATRIC MILEAGE A0425 38.8 13.73 532.72 BARIATRIC EXTRA ATTENDENT A0424 1.0 77.18 77.18 OXYGEN ADMINSTRATION A0422 1.0 65.01 65.01 Total Charges 1533.54 DESCRIPTION OF PAYMENT RECEIPT PAYMENT DATE AMOUNT Denied by Insurance-AARP 12/02/2013 0.00 Denied by Medicare 10/30/2013 0.00 Total Credits 0.00 PLEASE PAY THIS AMOUNT-INVOICE DUE UPON RECEIPT $1533.54 RETURNED CHECK FEE-$31.00 PATIENT NAME: ACKROYD,SALLY L CALL NUMBER: 1316818R AMOUNT PAID: 01/03/2014 IMPORTANT MESSAGES: THIS ACCOUNT IS PAST DUE! Send your payment now or contact our office to make payment arrangements. WEST SHORE EMS-BLS 205 GRANDVIEW AVE SUITE 211 CAMP HILL, PA 17011-1708 WEST SHORE EMS - BLS y® Oil COVER I o al 205 GRANDVIEW AVE SUITE 211 CAMP HILL, PA 17011-1708 ON REVERSE SIDE WEST SHORE EMS Phone#: (800) 367-0512 Federal Tax ID: 23-2463002 0 Lx srnun IM SY,L PATIENT NAME: SALLYACKROYD INSURANCE: NOVITAS SOLUTIONS, INC. REJ AARP RJ CALL NUMBER: 1317621 R DATE OF CALL: 10123/2013 FROM: HOLY SPIRIT HOSPITAL TO: GREEN RIDGE VILLAGE ACCOUNT SUMMARY SALLY ACKROYD C/O TED ACKROYD TOTAL CHARGES: 1397.14 62 CREEK BANK DR PAYMENTS/ADJUSTMENTS: 0.00 MECHANICSBURG, PA 17050 PLEASE PAY THIS AMOUNT: 1397.14 DETACHALONG PERFORATION AND RETURN STUB WITH PAYMENT _ DESCRIPTION OF CHARGE QUANTITY UNIT PRICE AMOUNT BARIATRIC BLS NON-EMERGENCY A0428 1.0 858.63 858.63 BARIATRIC MILEAGE A0425 33.6 13.73 461.33 BARIATRIC EXTRA ATTENDENT A0424 1.0 77.18 77.18 Total Charges 1397.14 DESCRIPTION OF PAYMENT RECEIPT PAYMENT DATE AMOUNT Denied by Insurance-AARP 12/02/2013 0.00 Denied by Medicare 11/07/2013 0.00 Total Credits 0.00 PLEASE PAY THIS AMOUNT-INVOICE DUE UPON RECEIPT — $1397.14 RETURNED CHECK FEE-$31.00 PATIENT NAME: ACKROYD,SALLY L CALL NUMBER: 1317621 R AMOUNT PAID: 01/03/2014 IMPORTANT MESSAGES: THIS ACCOUNT IS PAST DUE! Send your payment now or contact our office to make payment arrangements. WEST SHORE EMS-BLS 205 GRANDVIEW AVE SUITE 211 CAMP HILL, PA 17011-1708