HomeMy WebLinkAbout07-14-14 � 1505610140
REV-1500 EX (02-11)(FI)
PA Department of Revenue
OFFICIAL USE ONLY
Bureau of Individual Taxes �NHERITANCE TAX RETURN County Code Year File Number
PO BOX 280601 2 1 1 4 0 0 1 7
__ Harrisburq,PA 17128-0601 RESIDENT DECEDENT
ENTER DECEDENT INFORMATION BELOW
Social Security Number Date of Death MMDDYYYY Date of Birth MMDDYYYY
0 1 1 4 2 0 1 3 0 4 1 8 1 9 3 8
DecedenYs Last Name Suffix DecedenYs First Name MI
M C N A I R J R W I L L I A M K
(If Applicable)Enter Surviving Spouse's Information Below
Spouse's Last Name Suffix Spouse's First Name MI
M C N A I R M A R L E N E E
Spouse's Social Security Number
1 6 2 3 6 8 7 9 0 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(date of � 5. Federal Estate Tax Return Required
death after 12-12-82)
QX 6.Decedent Died Testate Q 7.Decedent Maintained a Living Trust � 8.Total Number of Safe Deposit Boxes
(Attach Copy of Will) (Attach Copy of Trust.)
� 9. Litigation Proceeds Received � 10.Spousal Poverty Credit(Date of Death � 11. Election to Tax under Sec.9113(A)
Between 12-31-91 and 1-1-95) (Attach Schedule O)
CORRESPONDENT-THIS SECTION MUST BE COMPLETED.ALL CORRESPONDENCE AND CONFIDENTIAL TAX INFORMATION SHOULD BE DIRECTED T0:
Name Daytime Telephone Number
C H R I S T 0 P H E R E • R I C E 7 1 7 2 4 3 3 3 4 1
REGISTER WILLS USE�Y 1
I � .�c-= �
First Line of Address � r- C �J�-�`.`
17 t--- �;,C._:
1 0 E A S T H I G H S T R E E T �� I� `' � -. �
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C1�-;; � _<�� �.�,
Second Line ofAddress nC. A , '� ,_�'
OcC' { '�.,
i � _:t? � -.�j "r�
� —.�
City or Post Office State ZIP Code �ATE FILED � r.-�—I�'3
—�T--�,-rg.�
C A R L I S L E P A 1 7 0 1 3 �
Correspondent's e-mail address: CRICE(�n,MARTSONLAW.COM
Under penalties of perjury,I declare that I have examined this return,including accompanying schedules and statements,and to the best of my knowledge and belief,
it is true,correct and complete.Declaration of preparer other than the personal representative is based on all information of which preparer has any knowledge.
S GN TUR OF PERS R Q I E FOR FILING RETURN ATE
r,�.�,����� o fv �3 0 /a o��
A DRESS
210 SHUGHART AVENUE BOILING SPRINGS PA 17007
SI OF PRE�RE��QFf�eR THAN REPRESENTATIVE B pATED �e �
1 ��' 3
ADDRESS
10 EAST HIGHT STREET CARLISLE PA 17013
PLEASE USE ORIGINAL FORM ONLY
Side 1
� 150561�140 1505610140 J
J 1505610240
REV-1500 EX(FI) DecedenYs Social Security Number
�ecedent'sName: WILLIAM K• MCNAIR� JR
RECAPITULATION
1. Real Estate(Schedule A) . . . . . . . . . . . . . . . . . . . . . .. . . . . . . . . . . . . . . . . . . . . 1. 1 6 0 4 3 8 , 0 0
2. Stocks and Bonds(Schedule B) 2, 0 • � �
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
3. Closely Held Corporation, Partnership or Sole-Proprietorship(Schedule C) . . . . . 3. •
4. Mortgages and Notes Receivable(Schedule D) . . . . . . . . . . . . . . . . . . . . . . . . . . 4. •
5. Cash,Bank Deposits and Miscellaneous Personal Property(Schedule E). . . . . . . 5. •
6. Jointly Owned Property(Schedule F) ❑ Separate Billing Requested . . . . . . . 6. •
7. Inter-Vivos Transfers&Miscellaneous Non-Probate Property
(Schedule G) � Separate Billing Requested . . . . . . . 7. 0 . � �
8. Totai Gross Assets(total Lines 1 through 7) . . . . . . . . . . . . . . . . . . . . . . . . . . . 8. 1 6 � 4 3 8 . � �
9. Funeral Expenses and Administrative Costs(Schedule H) . . . . . . . . . . . . . . . . . . 9• 3 3 3 3 . 5 0
10. Debts of Decedent,Mortgage Liabilities,and Liens(Schedule i) . . . . . . . . . . . . . 10. 0 • � 0
11. Total Deductions(total Lines 9 and 10) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11. 3 3 3 3 . 5 0
12. Net Value of Estate(Line 8 minus Line 11) . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12. 1 5 � 1 � 4 . 5 �
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. 1 5 � 1 � 4 . 5 0
TAX CALCULATION-SEE INSTRUCTIONS FOR APPLICABLE RATES
15. Amount of Line 14 taxable
at the spousal tax rate,or
transfers under Sec.9116
(a)(1z)x.o _ 1 5 1 9 3 4 . 5 0 �5. 0 . 0 0
16. Amount of Line 14 taxable
at lineal rate X.045 0 . 0 0 16. 0 . 0 0
17. Amount of Line 14 taxable
at sibling rate X.12 � . � 0 17. � . 0 �
18. Amount of Line 14 taxable
at collateral rate X.15 0 . 0 0 �g. 0 . 0 0
19. TAX DUE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19. 0 • � 0
20. FILL IN THE OVAL IF YOU ARE REQUESTING A REFUND OF AN OVERPAYMENT �
Side 2
� 1505610240 1505610240 J
REV-1500 EX(FI) Page 3 File Number
Decedent's Complete Address: 2i i4 ooi�
DECEDENT'S NAME
WILLIAM K.MCNAIR,JR
STREET ADDRESS -- - —
210 SHUGHART AVENUE
CITY —- --- �STATE ZIP - --
BOILING SPRINGS PA I 17007
Tax Payments and Credits:
1. Tax Due(Page 2,Line 19) (1) 0.00
2. Credits/Payments
A.Prior Payments
B.Discount
Total Credits(A+g) �2� 0.00
3. Interest
4. If Line 2 is greater than Line 1 +Line 3,enter the difference.This is the OVERPAYMENT. (3)
Fili in oval on Page 2,Line 20 to request a refund. (4) 0.00
5. If Line 1 +Line 3 is greater than Line 2,enter the difference.This is the TAX DUE. (5) 0.00
Make check payable to: REGISTER OF WILLS, AGENT
PLEASE ANSWER THE FOLLOWING QUESTIONS BY PLACING AN "X" IN THE APPROPRIATE BLOCKS
1. Did decedent make a transfer and: Yes No
a. retain the use or income of the property transferred ...................................................................... ❑ �
b, retain the right to designate who shall use the property transferred or its income ............................... ❑ 0
c. retain a reversionary interest ..................................................................................................... ❑ 0
d. receive the promise for life of either payments,benefits or care? ....................................................... ❑ ❑X
2. If death occurred after December 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? ......... ❑ ❑X
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 Jan. 1, 1995,the tax rate imposed on the net value of transfers to or for the use of the surviving spouse is 0 percent
[72 P.S.§9116(a)(1.1)(ii)].The statute does not exempt a transfer to a surviving spouse from tax,and the statutory requirements for disclosure of assets and
filing a tax return are still applicable even if the surviving spouse is the only beneficiary.
For dates of death on or after July 1,2000:
• The tax rate imposed on the net value of transfers from a deceased child 21 years of age or younger at death to or for the use of a natural parent,an
adoptive parent or a stepparent of the child is 0 percent[72 P.S.§9116(a)(1.2)].
• The tax rate imposed on the net value of transfers to or for the use of the decedenYs lineal beneficiaries is 4.5 percent,except as noted in p2 P.s.§s��s(a)����.
• The tax rate imposed on the net value of transfers to or for the use of the decedenYs siblings is 12 percent[72 P.S.§9116(a)(1.3)].A sibling is defined,
under Section 9102,as an individual who has at least one parent in common with the decedent,whether by blood or adoption.
_ _ .
REV-1502 EX+(12-12)
pennsylvania SCHEDULE A
DEPARTMENT OF REVENUE
INHERITANCE TAX RETURN
REAL ESTATE
RESIDENT DECEDENT
ESTATE OF: FILE NUMBER:
WILLIAM K.MCNAIR,JR 21 14 0017
All real property owned solely or as a tenant in common must be reported at fair market value.Fair market value is defined as the price at which property
would be exchanged between a willing buyer and a willing seller,neither being compelled to buy or sell,both having reasonable knowledge of the relevant facts.
Real property that is jointly-owned with right of survivorship must be disclosed on Schedule F.
Attach a copy of the settlement sheet if the property has been sold.
ITEM Include a copy of the deed showing decedent's interest if owned as tenant in common. VALUE AT DATE
NUMBER OFDEATH
DESCRIPTION
1. Real property located at 210 Shughart Avenue, South Middleton Township,Cumberland County, 160,438.00
PA,known as Tax Parcel No.40-28-2100-033,being described in that certain Deed dated
March 25, 1968,and recorded at Book"S",Volume 22,Page 67,that was conveyed to William
Kenneth McNair,Jr.,decedent herein.
Value is assessed value times common level ratio of 0.97. See attached.
TOTAL(Also enter on Line 1,Recapitulation.) $ 160 438.00
If more space is needed,use additional sheets of paper of the same size.
REV-1511 EX+(08-13)
pennsylvania SCHEDULE H
DEPARTMENTOFREVENUE FUNERAL EXPENSES AND
INHERITANCETAXRETURN ADMINISTRATIVE COSTS
RESIDENT DECEDENT
ESTATE OF FILE NUMBER
WILLIAM K.MCNAIR,JR 21 14 0017
DecedenYs debts must be reported on Schedule I.
ITEM
NUMBER DESCRIPTION AMOUNT
A. FUNERAL EXPENSES:
1.
B. ADMINISTRATIVE COSTS:
1. Personal Representative Commissions:
Name(s)of Personal Representative(s)
Street Address
City State ZIP
Year(s)Commission Paid:
2, Attomey Fees: Martson Law Offices(estimated) 3,000.00
3. Family Exemption:(If decedenYs address is not the same as claimanPs,attach explanation.)
Claimant
Street Address
City State ZIP
Relationship of Claimant to Decedent
4• Probate Fees: Register of Wills,Cumberland County 333.50
5 Accountant Fees:
6. Tax Retum Preparer Fees:
7. Landex title search
TOTAL(Also enter on Line 9,Recapitulation) $ 3,333.50
If more space is needed,use additional sheets of paper of the same size.
REV-1513 EX+(01-10)
pennsylvania SCHEDULE J
DEPARTMENT OF REVENUE BENEFICIARIES
INHERITANCE TAX RETURN
RESIDENT DECEDENT
ESTATE OF: FILE NUMBER:
WILLIAM K.MCNAIR JR 21 14 0017
RELATIONSHIP TO DECEDENT AMOUNT OR SHARE
NUMBER NAME AND ADDRESS OF PERSON(S)RECEIVING PROPERTY Do Not List Trustee(s) OF ESTATE
I TAXABLE DISTRIBUTIONS [Include outright spousal distributions and transfers under
Sec.9116(a)(1.2).]
1. Trustee of The William K.McNair,Jr. and Marlene E.McNair Spousal 151,934.50
Revocable Living Trust f/b/o Marlene E.McNair 100%of residue
ENTER DOLLAR AMOUNTS FOR DISTRIBUTIONS SHOWN ABOVE ON LINES 15 THROUGH 18 OF REV-1500 COVER SHEET,AS APPROPRIATE.
II. NON-TAXABLE DISTRIBUTIONS:
A.SPOUSAL DISTRIBUTIONS UNDER SECTION 9113 FOR WHICH AN ELECTION TO TAX IS NOT TAKEN:
1.
B.CHARITABLE AND GOVERNMENTAL DISTRIBUTIONS:
1.
TOTAL OF PART II-ENTER TOTAL NON-TAXABLE DISTRIBUTIONS ON LINE 13 OF REV-1500 COVER SHEET. $
If more space is needed,use additional sheets of paper of the same size.
O D �
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LAST WILL AND TESTAMENT
� �� (Pour-Over Will)
OF
WILLIAM K. MCNAIR,JR.
IDENTITY
I, WILLIAM K. MCNAIR, JR., residing in the County of Cumberland, Commonwealth of
Pennsylvania, being of sound mind and memory, and not acting under duress or undue influence of any
person whomsoever, hereby declare this to be my Last Will and Testament, and I do hereby revoke all
other former Wills and Codicils to Wills heretofore made by me. My Social Security Number is 209-28-
9854.
All reference made herein to "spouse or my spouse" refers to the person to whom I am currently
married, namely, MARLENE E. MCNAIR. By the ensuing provisions of this Will, it is my intention to
dispose of my interest in our property; I do not intend to dispose of anything belonging to my wife or to
put her to any election.
I have the following children: Wil[iam K. McNair,III,born June 30, 1968 and currently residing
in Boiling Springs, PA 17007, and Kimberly S. McNair,born September 5, 1972 and currently residing in
Shippensburg, PA 17257.
DEBTS,TAXES AND ADMINISTRATION EXPENSES
I have provided for the payment of all my debts, expenses of administration of property wherever
� situated passing under this Will or otherwise, and estate, inheritance, transfer, and succession taxes, other
than any tax on a generation-skipping transfer that is not a liability of my Estate (including interest and
penalties, if any) that become due by reason of my death, under THE WILLIAM K. MCNAIR, JR. AND
MARLENE E. MCNAIR REVOCABLE LNING TRUST executed on even date herewith (the
"Revocable Trust"), or if my spouse predeceases me, under the Survivor's Trust created by the said
Revocable Trust. If the Revocable Trust assets should be insufficient far these purposes, my Executor
shall pay any unpaid items from the residue of my Estate passing under this Will, without any
apportionment or reimbursement. In the alternative, my Executor may demand in a writing addressed to
the Trustee of the Trust an amount necessary to pay all or part of these items, plus claims, pecuniary
legacies, and family allowances by court order.
PERSONAL AND HOUSEHOLD EFFECTS
It is my intent that all my personal and household effects were transferred to the Revocable Trust
as a result of the Declaration of Intent signed this date. If there are any questions regarding the ownership
or disposition of these assets, it is my desire that such assets pour into the Revocable Trust, signed by me
this date in accordance with the provisions of the section titled "Residue of Estate."
RESIDUE OF ESTATE
I give, devise and bequeath all the rest, residue and remainder of my property of every kind and
description (including lapsed legacies and devices), wherever situated and whether acquired before or
after the execution of this Will, to the Trustee under that certain Trust erecuted by me on the same date of
� the execution of this Will. The Trustee shall add the property bequeathed and devised by this item to the
POUR-OVER WILLS
Page 1
'L,>� i c jL
Testator
corpus of the above described Trust and shall hold, administer and distribute said property in accordance
with the provisions of the said Trust, including any amendments thereto made before my death.
If for any reason the said Trust shall not be in existence at the time of death, or if for any reason a
court of competent jurisdiction shall declare the foregoing testamentary disposition to the Trustee under
said Trust as it exists at the time of my death to be invalid, then I give all of my Estate including the
residue and remainder thereof to that person who would have been the Trustee under the Trust, as
Trustee, and to their substitutes and successors under the Trust, described herein above, to be held,
managed, invested, reinvested and distributed by the Trustee upon the terms and conditions pertaining to
the period beginning with the date of my death as are constituted in the Trust as at present constituted
giving effect to amendments, if any, hereafter made and for that purpose I do hereby incorporate such
Trust by reference into this my Will.
EXECUTOR
I hereby nominate and appoint Marlene E. McNair as my Independent Executor of this,my Last
Will and Testament,to serve without bond.
In the event the first named Executor shall predecease me or is unable or unwilling to act as my
Executor for any reasons whatsoever, then and in that event, I hereby nominate and appoint Wil[iam K.
McNair,III to serve without bond as my Independent Executor.
In the event the second named Executor shall predecease me or is unable or unwilling to act as
my Executor for any reasons whatsoever, then and in that event, l hereby nominate and appoint Kimber[y
S.McNair to serve without bond as my Independent Executor.
Whenever the word"Executor"or any modifying or substituted pronoun therefore is used in this
my Will, such words and respective pronouns shall be held and taken to include both the singular and the
plural, the masculine, feminine and neuter gender thereof, and shall apply equally to the Executor named
herein and to any successor to substitute Executor acting hereunder, and such successor or substitute
Executor shall possess all the rights, powers, duties, authority, and responsibility conferred upon the
Executor originally named herein.
EXECUTOR POWERS
By way of Illustration and not of limitation and in addition to any inherent, implied or statutory
powers granted to executors generally, my Executor is specifically authorized and empowered with
respect to any property, real or personal, at any time held under any provision of this my Will: to allot,
allocate between principal and income,assign,borrow,buy,care for,collect,compromise claims,contract
with respect to, continue any business of mine, convert, deal with, dispose of, enter into, exchange, hold,
improve, incorporate any business of mine, invest, lease, manage, mortgage, grant and exercise options
with respect to,take possession of,pledge,receive,release,repair,sell, sue for,make distributions in cash
or in kind of partly in each without regard to the income tax basis of such asset and in general,exercise all
of the powers in the management of my Estate which any individual could exercise in the management of
similar property owned in its own right upon such terms and conditions as to my Executor may seem best,
and execute and deliver any and all instruments and do all acts which my Executor may deem proper or
necessary to carry out the purpose of this my Will,without being limited in any way by the specific grants
or power made, and without the necessity of a court order.
�;-.,
POUR-OVER WILLS
Page 2
•c_��. /�/z
Testator
My Executor shall have absolute discretion, but shall not be required, to make adjustments in the
rights of any Beneficiaries, or among the principal and income accounts to compensate for the
� consequences of any tax decision or election, or of any investment or administrative decision, that my
executor believes has had the effect, directly or indirectly, of preferring one Beneficiary or group of
Beneficiaries over others. In determining the Federal Estate and Income Tax liabilities of my Estate, my
Executor shall have discretion to select the valuation date and to determine whether any or all of the
allowable administration expenses in my Estate shall be used as Federal Estate Tax deductions or as
Federal Income Tax deductions and shall have the discretion to file a joint income tax return with my
spouse.
SPECIFIC OMISSIONS
I have intentionally omitted any and all persons and entities from this, my Last Will and
Testament, except those persons and entities specifically named herein. If any person or entity shall
challenge any term or condition of this Will, or of the Living Trust to which I have made reference in the
sections "Household and Personal Effects" and "Residue of Estate," then, to that person or entity, I give
and bequeath the sum of only one dollar ($1.00) only in lieu and in place of any other benefit, grant,
bequest or interest which that person or interest may have in my Estate or the Living Trust and its Estate.
SIMULTANEOUS DEATH
If my spouse and I should die under circumstances such that the order of our deaths cannot be
determined, then it shall be conclusively presumed for the purpose of this Will that my spouse survived
me.
If any other Beneficiary should not survive me for sixty (60) days, then it shall be conclusively
presumed for the purpose of this my Will that said Beneficiary predeceased me.
��J����.� /C yyt5�l�s�—
WILLIAM K. MCNAIlZ,JR.
Testator
POUR-OVER WILLS
Page 3
This instrument consists of 5 typewritten pages, including the Attestation Clause, Self-Proving
Clause, signature of Witnesses, and aclrnowledgment of officer. I have signed my name at the bottom of
each of t e receding pa es. This instrument is being signed by me on this � day of
Z ,�-��Z
ATTESTATION CLAUSE
T'he Testator whose name appears above declared to us, the undersigned, that the foregoing
instrument was his Last Will and Testament, and he requested us to act as wifiesses to such instrument
and to his signature thereon. The Testator thereupon signed such instrument in our presence. At the
Testator's request, the undersigned then subscribed our names to the instrument in our own handwriting
in the presence of the Testator. The undersigned hereby declare, in the presence of each of us, that we
believe the Testator to be of sound and disposing mind and memory.
Signed by us on the same day and year as this Last Will and Testament was signed by the
Testator.
WITNESSES: ADDRESSES:
,
L ��c L. � �� �.s ��� ..1��'� ✓�
(Printed Name of Wifiess) �- Ci , State,Zip � � ����
�l �/� S��' ► � S� �1
�
w- >�5 ��y�e�✓ �v�,
� �1lot/ CC.�//. � � ,,,� ��� � S 17E707
(Pri ed Name of Witness) City, State,Zip
� POUR-OVEI2 WILLS -
Page 4
,��,��.�.
Testator
COMMONWEALTH OF PENNSYLVANIA
� COUNTY OF CUMBERLAND
SELF-PROVING CLAUSE
BEFO ME, the undersigne authority, on this day personally ppeared WILLIAM K.
MCNAIR,JR., - � /1.�� and r1/� ,known to me
to be the Testator and the witnesses, r spectively, wh se names are subsc bed to the foregoing
instrument in their respective capacities, and all of them being by me duly sworn, WILLIAM K.
MCNAIIZ, JR., Testator, declared to me and to the witnesses, in my presence, that the inshument is his
Will and that he had willingly made and executed it as his free act and deed for the purposes therein
expressed; and the Witnesses, each on his or her oath, stated to me in the presence and hearing of the
Testator, that the Testator had declared to them that the instrument is his Will and that he executed the
same as such and wanted each of them to sign it as a wifiess; and upon their oaths, each witness stated
further that he did the same as a witness in the presence of the Testator, and at his request and that he was
at that time eighteen (18)years of age or over and was of sound mind, and that each of the wifiesses was
then at least fourteen(14)years of age.
Zu.r.��i'-c.�r !t Y�c na..K Zc--
WILLIAM K. MCNAIR JR.,JR.
Testator
.
itness �)
� /vt� �
(Printed Name of Witness) �
w� S . � �
( � ted Name of Wifiess)
SUBSCRIBED AND ACKNOWLEDGED before me by WILLIAM K. MC AIR, JR., Testator,
and subscribed and sworn to b fore me by f/0,`��4� v�-� _ /� and
, witnesses, this the � day of
Cn�- , ` C
. :
;
No ry` u hc, c��yea t o e sylvania
William M. Hankins, Notary Public
City of Philadelphia. Philadelphia County
My Commission Expires Apc 30, 2006
AA8fT1b2Y�P6flfiSyN2(118ASSOCi2dOf10f IVOtafl@s
POUR-OVER WILLS
Page 5
REVOCABLE LIVING TRUST AGREEMENT OO � �
�
IS AGREEMENT AND DECLARATION OF TRUST, made effective the �� day of
, 20(��between WILLIAM K. MCNAIR JR. AND MARLENE E. MCNAIR,
husba nd wife, residents of the County of Cumberland, Commonwealth of Pennsylvania, as Grantors,
WILL K. MCNAIR JR. AND MARLENE E. MCNAIR, as Settlors, and WILLIAM K. MCNAIIt,
JR. AND MARLENE E. MCNAIR, as Co-Trustees;
WITNESSETH;
WHEREAS, in order to provide the future comfort and security of themselves and the other
beneficiaries hereafter mentioned, Grantors desire to create a revocable trust for the purposes hereinafter
set forth;
ARTICLE ONE
Terms of the Trust
Section 1.01 -Trust Estate Defined
NOW,THEREFORE, in consideration of the premises and of the mutual covenants herein contained,this
Revocable Trust is formed to hold title to real and personal property for the benefit of the Settlors of this
Trust and to provide for the orderly use and transfer of these assets upon the death of the Settlors. The
"Trust Estate" is defined as all property transferred or conveyed to and received by the Trustee held
pursuant to the terms of this instrument. The Trustee is required to hold, administer, and distribute this
property as provided in this Trust Agreement.
The name of this Trust Agreement shall be:
THE WILLIAM K. MCNAIR,JR.AND MARLENE E. MCNAIlZ
REVOCABLE LNING TRUST AGREEMENT
DATED Gj � , 2p d�
Section 1.02-Definitions of Terms
In the interpretation or construction of the provisions of this Trust Agreement, the following words and
phrases shall have the meanings set forth below:
1. The term"Husband"shall mean WILLIAM K. MCNAIR,JR.
2. The term"Wife" shall mean MARLENE E.MCNAIR.
3. The term"Settlor" shall refer individually and collectively to Husband and Wife.
4. The term "Descendant" shall mean the lawful issue of a deceased parent in the line of
descent,but does not include the issue of any parent who is a descendant of the deceased
person in question and who is living at the time in question.
REVOCABLE LIVING TRUST AGREEMENT
Page 1
5. The terms "Child" and "Descendant" include any issue born to decedent, a child legally
adopted by the decedent, and a posthumous child of a decedent. A posthumous child is to
� be considered as living at the time of his or her parent's death.
6.. The term"Survives"or"Surviving",unless otherwise indicated herein, shall be construed
to mean surviving the decedent for at least sixty (60) days. If the person referred to dies
within sixty (60) days of the death of the decedent, the reference to him or her will be
construed as if he or she had failed to survived the decedent; provided, however, that any
such person will have, during such period, the right to the use and enjoyment as a life
tenant of all property in which his or her interest will fail by reason of death during such
period.
7. The term "Issue" will include all natural and adopted children, if applicable, and
descendants and those legally adopted into the line of descent.
8. The term "Per Stirpes" means strict per stirpes and does not mean per capita with
representation. Beneficiaries entitled to take under a "per stirpes" clause will include
both natural and adopted children and their descendants.
9. The terms "Trust Assets" and "Trust Estate" include all assets of any trust created
hereunder and income derived from such assets and all proceeds of any description
derived from the sale,exchange, or other disposition of such assets.
10. When required to give reasonable effect to the context in which used, pronouns in the
masculine, feminine, or neuter gender include each other, and nouns and pronouns in the
plural or singular number include each other.
Section 1.03-Trustee Designation
Husband and wife are hereby designated as Co-Trustees. The Co-Trustees shall serve jointly and
severally and either shall have full authority to act for the Trust independently. Should either husband or
wife become unable because of death, incapacity,or other cause to serve as a Co-Trustee,or should either
resign as Co-Trustee before the natural termination of this Trust, the remaining Co-Trustee, husband or
wife,shall thereafter serve as sole Trustee. The term"Trustee"as used in this Trust Agreement shall refer
collectively to husband and wife so long as they serve as Co-Trustees, to the spouse who serves as the
sole Trustee, and/or to any Successor Trustee who assumes the role of Trustee. These Trustees shall
serve in the order as provided in Section 9.01 of this Trust Agreement.
Section 1.04-Additions to Trust Properties
1. The Trustee, at any time during the continuance of this Trust in his or her sole discretion
after consideration of the possible tax consequences to all concerned, is authorized to
receive into the Trust additions of cash and other properties from any source whatsoever,
whether by gift, will, or otherwise. However, the Trustee shall accept all assets which
any person or persons may give, devise, or bequeath by Last Will and Testament to this
Trust,and shall accept all assets transferred to this Trust pursuant to the provisions of any
other Trust document or documents.
2. In addition, any person or persons may designate this Trust as the Beneficiary,Primary or
Contingent, of any death benefits to include insurance benefits,pension benefits,or other
benefits. Until such benefits mature,the Trustee shall have no responsibility with respect
to those benefits.
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Page 2
Section 1.05-Apportionment
�-
'The Trustee of the Trust is directed to apportion receipts and expenditures of the types described below
between principal and income as follows:
1. Whenever the principal, or any part thereof, of the Trust property is invested ii�securities
purchased at a premium or at a discount, any premium will be charged against principal
and any discount will be credited to principal;
2. Any stock dividends and rights to purchase additional stock issued on securities held in
trust will be treated as principal. All other dividends, except liquidating distributions,
will be treated as income; and
3. The amount of any applicable depletion allowance for federal income tax purposes will
be treated as income.
Section 1.06-Administration of Trust During Our Lifetime
During our lifetime,the trust shall be held and administered as follows:
1. All property and other assets transferred to this trust shall be allocated to and held in
separate shares, the first such share being designated the "William K. McNair Jr. Trust
Share"and the second share being designated the"Marlene E. McNair Trust Share".
2. Each Grantor's separate Trust Share shall be composed of the assets as follows:
a. The Grantor's one-half interest in jointly held property transferred to the Trust;
and
b. The Grantor's individually owned property which is transferred to the Trust.
While each share shall be held and adrninistered separate from the other, for tax and accounting
purposes, the Trustee is authorized to hold or invest the separate shares in common investments
and co-ownership of assets.
3. The Trustee shall pay to or apply for the benefit of WILLIAM K.MCNAIR,JR. all of the
net income of the WILLIAM K. MCNAIR, JR. Trust Share, in convenient installments,
not less often than quarter-annually, and in addition thereto, shall pay so much of the
income and principal of such Trust Share to or for the benefit of WILLIAM K.
MCNAIR, JR. as he may direct from time to time, or in the absence of a direction, as the
Trustee may determine to be advisable for his medical care, support, maintenance, and
general welfare.
4. The Trustee shall pay to or apply for the benefit of MARLENE E.MCNAIR all of the net
income of the MARLENE E. MCNAIR Trust Share in convenient installments, not less
often than quarter-annually, and in addition thereto, shall pay so much of the income and
principal of such Trust Share to or for the benefit of MARLENE E. MCNAIR as she may
direct from time to time, or in the absence of a direction, as the Trustee may determine to
be advisable for her medical care, support,maintenance, and general welfare.
REVOCABLE LIVING TRUST AGREEMENT
Page 3
All property that a Settlor transfers to the Trustee pursuant to this instrument which was
community property, quasi-community property, or separate property at the time of the
transfer shall remain respectively community property, quasi-community property, or the
separate property of the Settlor transferring such property to the Trust.
Community and quasi-community property transferred to the Trustee by the Settlors shall
be their community property and treated as such. This property, as invested and
reinvested,together with the rents, issues,and profits therefrom(hereinafter refened to as
the "Community Estate" or the "Community Property") shall retain its character as
community property during the joint lifetimes of the Settlors in spite of any change in the
situs of the Trust, subject,however, to the provisions of this Agreement.
Section 1.07-Discretionary Termination
The Trustee may ternunate any Trust when, in the Qpinion of the Trustee,the principal is reduced to such
an extent that it is not in the best interest of the Beneficiary or Beneficiaries to continue the Trust. The
judgment of the Trustee with respect to this decision to terminate will be final and not subject to judicial
review. If the Trustee terminates a Trust according to this Section, the date the Trust terminates will be
deemed the date fixed for termination of the Trust, and the Trustee will distribute the assets of the
terminating Trust to the Beneficiary or Beneficiaries pursuant to this Agreement.
Section 1.08-Amendment and Revocation
We hereby retain the following powers,exercisable at any time during our lifetimes:
1. To withdraw any of the property included in our separate share of the Trust Estate by
giving the Trustee written notice specifying the property so withdrawn, in which event,
the Trustee shall promptly transfer and deliver such property to us or our designee.
2. To amend the provisions of this Trust declaration in any respect without the necessity of
securing the consent of the Trustee to such changes, in which event, a copy of the
amendment shall be promptly furnished to the Trustee;provided,however,that following
the death of one of us, the survivor shall have no power to amend the terms of the Trust
declaration with respect to the Trust Share of the first of us to die.
3. To revoke this Trust by giving the Trustee written notice of such revocation, in which
event, the Trustee shall promptly transfer and deliver the property constituting the Trust
Estate to us or our designee together with an accounting therefore; provided, however,
that following the death of one of us, the survivor shall have no power to revoke the
terms of the Trust declaration with respect to the Trust Share of the first of us to die.
Section 1.09-Revocation or Alteration by Settlor Alone
The rights of revocation, withdrawal, alteration, and amendment reserved in this Article may only be
exercised by the Settlor and may not be exercised by any other person, including an agent, a guardian,or
a conservator.
Section 1.10-Irrevocability
Except as otherwise provided, on the death of either Settlor, the designation of Beneficiaries of specific
;�; gifts in this Trust shall become irrevocable and not subject to amendment or modification.
REVOCABLE LIVING TRUST AGREEMENT
Page 4
-
Section 1.11 - Settlor Powers
The surviving Settlor shall be the Trustee unless and until he or she resigns in writing or is determined
incompetent under the terms provided herein. The surviving Settlor shall retain all absolute rights to
discharge or replace any Successor Trustee of any portion or share of the Trust which is revocable by the
surviving Settlor so long as the Settlor is competent.
ARTICLE TWO
Trust Administration
Section 2.01 -Trust Income
During the joint lives of the Settlors, the Trustee shall at least annually,unless otherwise directed by both
Settlors in writing, pay to or apply for the benefit of husband and wife, all of the net income from the
Trust Estate in the same proportions as each of the spouse's respective interests in the Trust Estate.
Section 2.02-Protection of Settlor in Event of Incapacity
During the joint lives of the Settlors, should either Settlor become incapacitated as defined in Section 2.03
below, the Trustee may, in the Trustee's absolute discretion, pay income and principal for the benefit of
the incapacitated Settlor. In addition, the Trustee, in his or her absolute discretion, may pay to or apply,
for the benefit of that Settlor, such sums from the net income and from the principal of the Settlor's
separate Estate as the Trustee believes is necessary or advisable for the medical care, comfortable
maintenance, and welfare of the Settlor.
Section 2.03-Incapacity
l. A person is determined to be incapacitated if any Trustee or Beneficiary hereunder comes into
possession of any of the following:
a. A jurisdictionally applicable court order holding the party to be legally incapacitated to
act on his or her behalf and appointing a guardian or conservator to act for him or her; or
b. Written certificates which are duly executed, witnessed, and aclrnowledged of two
licensed physicians, each certifying that the physician has examined the person and has
concluded that, by reason of accident, mental deterioration, or other cause, such person
has become incapacitated and can no longer act rationally and prudently in his or her own
financial best interest; or
c. Evidence which such Trustee or Beneficiary deems to be credible and currently
applicable that a person has disappeared, is unaccountably absent, or is being detained
under duress, and that he or she is unable to effectively and prudently look after his or her
own best interests,then in that event and under those circumstances:
1) Such person is deemed to have become incapacitated, as that term is used in this
Trust agreement; and
2) Such incapacity is deemed to continue until such court order, certificates, and / or
circumstances are inapplicable or have been revoked.
,;.
REVOCABLE LIVING TRUST AGREEMENT
Page 5
_ _ _ . _ _ _ _
2. A physician's certificate to the effect that the person is no longer incapacitated shall revoke a
certificate declaring the person incapacitated. The certificate which revokes the earlier certificate
m� may be executed by either the original certifying physician or by two other licensed, board
certi�ed physicians. No Trustee shall be under any duty to institute any inquiry into a person's
possible incapacity. The reasonable expense of any such inquiry shall be paid from the Trust
Assets.
Section 2.04-Principal Invasion
During the joint lives of the Settlors, should the net income of assets contained in this Trust be
insufficient to provide for the care, maintenance, or support of the Settlors as herein defined, the Trustee
may, in the Trustee's sole and absolute discretion, pay to or apply for the benefit of the Settlors or either
of them, or any of their dependents, such amounts from the principal of the Trust Estate as the Trustee
deems necessary or advisable for the care, maintenance,or support of the Settlors.
Section 2.05-Residence
If the Settlor's residence property is a part of the Trust, the Settlors shall have possession of and full
management of the residence and shall have the right to occupy it free of rent. Any expenses arising from
the maintenance of the property and from all taxes, liens, assessments, and insurance premiums, are to be
paid from the Trust to the extent that assets are available for payment. It is the intent of the Settlors to
retain all homestead rights available to them under the applicable state law.
ARTICLE THREE
Administration upon Death of First Settlor
Section 3.01 -Provisions After The First Death
On the death of either Settlor leaving the other Settlor surviving him or her, the Trustee shall collect all
insurance proceeds payable to the Trustee by reason of such death and all bequests and devises
distributable to the Trust Estate.
Section 3.02-Control of Assets
The surviving spouse may, at any time by written notice, require the Trustee either to make any
nonproductive property of this Trust productive or to convert productive property to nonproductive
property, each within a reasonable time. The surviving spouse may further require the Trustee to invest
part or all of this share of Trust Assets for the purpose of maximizing income rather than growth or
growth rather than income.
Section 3.03-Division into Shares
1. Upon the death of either Settlor, if the deceased Settlor is survived by the other Settlor, the
deceased's individual Trust Share, including any additions made by reason of the deceased
Settlor's death, shall be divided into two shares.
2. The Trustee, in his or her sole discretion, may defer the division or distribution of the deceased's
individual Trust Share until six months after the deceased Trustor's death. If the division or
distribution of the deceased's individual Trust Share is so deferred, the deferred division or
distribution shall be made as if it had taken place at the time prescribed above. In addition, all
REVOCABLE LIVING TRUST AGREEMENT
Page 6
rights given to the Beneficiaries under the provisions of this Trust Agreement which follow shall
be considered to have accrued and vested as of that prescribed time.
3. Upon the death of the first Settlor to die ("Predeceased Spouse"), the Trustee shall divide the
deceased's individual Trust Share (which shall include any property which may be added from
the Predeceased Spouse's general estate)as follows:
a. The Trustee shall divide the balance of the deceased Trustor's individual Trust Share into
two (2) separate shares (hereinafter designated as "Share A" and "Share B"). Share B
shall be composed of cash, securities, and/or other property of the deceased's individual
Trust Share (undiminished by any estate, inheritance, succession, death, or similar taaces)
having a value equal to the maximum marital deduction as finally determined in the
Predeceased Spouse's federal estate tax proceedings,less the aggregate amount of marital
deductions, if any, allowed for such estate tax purposes by reason of property or interest
in property passing or which have passed to the Surviving Spouse otherwise than
pursuant to the provisions of this paragraph;provided,however,that the amount of Share
B hereunder shall be reduced by the amount, if any, needed to increase the Predeceased
Spouse's taxable estate (for federal estate tax purposes) to the largest amount that, after
allowing for the unified credit against federal estate tax and the state death tax credit
against such tax(but only to the extent that the use of such state death tax credit does not
increase the death tax payable to any state), will result in the smallest (if any) federal
estate tax being imposed on the Predeceased Spouse's estate. The term "Maximum
Marital Deduction" shall not be construed as a direction by the Predeceased Spouse to
exercise any election respecting the deduction of estate administration expenses, the
determination of the estate tax valuation date, or any other tax election which may be
available under any tax laws, only in such manner as will result in a larger allowable
estate tax marital deduction than if the contrary election had been made. The Trustee
shall have the sole discretion to select the assets which shall constitute Share B. In no
event,however, shall there be included in Share B any assets or the proceeds of any asset
which will not qualify for the federal estate tax marital deduction. Share B shall be
reduced to the extent that it cannot be created with such qualifying assets. The Trustee
shall value any asset selected by the Trustee for distribution in kind as a part of Share B
at the value of such asset at the date of distribution of such asset. The balance of the
deceased's individual Trust Share, after the assets have been selected for Share B, shall
be allocated to Share A.
Share A and Share B shall be administered and distributed as hereinafter set forth.
Section 3.04-Credit Shelter Trust
If either of the Settlors survives the other, the Trustee shall set apart and hold as a separate trust (the
"Credit Shelter Trust") the assets referred to as Share A in Section 3.03 above. The Trustee shall hold,
manage,invest,and reinvest the assets of this Credit Shelter Trust, shall collect the income therefrom,and
shall pay the net income to or for the benefit of the surviving Settlor in convenient installments at least
quarter-annually; provided, however, that the surviving Grantor may elect to pass any portion of said
income to the remainder Beneficiaries of the Trust.
In addition, the Trustee may pay to or for the benefit of the surviving Settlor for the health, education,
maintenance, or support of the surviving Settlor, any part or all of the principal of this Trust, as the
Trustee may determine in its sole discretion, without considering other resources available to the
u4 surviving Settlor. The surviving Settlor shall have the right to demand and receive, from the principal of
this Trust in each of its fiscal years, the greater of five thousand dollars ($5,000.00) or five percent(5%)
REVOCABLE LIVING TRUST AGREEMENT
Page 7
of the fair market value of such principal determined as of the last day of such fiscal year. Such right
shall lapse to the extent it is not exercised in any year. Any commission payable with respect to principal
so withdrawn shall be charged against such principal.
No person, who at any time is acting as Trustee hereunder, shall have any power or obligation to
participate in any discretionary authority which the Settlor has given to the Trustee to pay principal or
income to such person, or for his or her benefit or in relief of his or her legal obligations; provided,
however, that if an individual Trustee has discretion to invade principal for himself or herself and such
discretionary authority is limited by an ascertainable standard,then such Trustee may invade principal (if
limited by such standard)for himself or herself,but not in relief of his or her legal obligations.
The plan of distribution and all terms of this Credit Shelter Trust shall be irrevocable and unamenable at
any time after said Credit Shelter Trust comes into being.
The Credit Shelter Trustee(s) shall invest the assets of the Credit Shelter Trust to produce a reasonable
income for the benefit of the surviving Grantor without subjecting the principal to unreasonable risk of
loss. The Credit Shelter Trustee(s) shall be authorized and empowered to invest, reinvest, manage,
transfer, and convey any and all property held in this Credit Shelter Trust, including all powers now or
hereafter conferred upon Trustees by applicable state law,and also those power appropriate to the orderly
and effective administration of the Trust.
The Credit Shelter Trustee(s) shall make a written accounting to all income and remainder Beneficiaries
or to their guardians at least annually and at the time that all assets of this Credit Shelter TrusE ar�
distributed. Said accounting shall consist of a record showing assets on hand at the time of the last
accounting, plus additions, minus expenses and distributions, which shall equal current assets on hand.
The Credit Shelter Trustee(s) shall not be required to obtain authority or approval of any court in the
exercise of any power confened upon the Trustee(s), nor shall said Trustee(s) be required to make
accountings or reports to any court.
Upon the death of the surviving Settlor, any accrued income shall be paid to the estate of the surviving
Settlor and the remaining principal of this Credit Shelter Trust shall be held, administered, and disposed
of in accordance with the dispositive provisions of this agreement.
Section 3.05-Qualified Terminable Interest Trust
If either of the Grantors survives the other and there are assets allocated to Share B described in Section
3.03 above, then the Trustee shall set apart said assets and hold them as a separate trust (the "Qualified
Terminable Interest TrusY'). The Trustee shall hold, manage, invest, and reinvest the assets of this
Qualified Terminable Interest Trust, shall collect the income therefrom, and shall pay the set income to or
for the benefit of the surviving Grantor in convenient installments at least quarter-annually.
Upon the surviving Grantor's death, any accrued, undistributed income shall be distributed to said
surviving Grantor's estate. The remaining principal shall be added to and become part of the Credit
Shelter Trust and shall be held and administered and disposed of in accordance with the plan of
distribution for the Credit Shelter Trust as provided in Sections 3.04 and 4.03, after provision has first
been made for the payment of any estate, inheritance, transfer, succession, or other death taxes, payable
by reason of the inclusion of the value of the Trust property in said surviving Grantor's estate.
The Trustee(s) of the Qualified Terminable Interest Trust are hereby authorized, in the Trustee(s) sole
discretion, to determine whether to elect (under Section 2056(b)(7) of the Internal Revenue Code) to
qualify all or a specific portion of the Qualified Terminable Interest Trust created herein for the federal
estate tax marital deduction. The Trustee(s)of the Qualified Terminable Interest Trust, in exercising such
REVOCABLE LIVING TRUST AGREEMENT
Page 8
discretion, shall attempt to minimize, or eliminate if possible, the federal estate tax payable by the estate
of the decedent spouse's estate.
However, if the Trustee(s) of the Qualified Terminable Interest Trust determine that it is in the best
interest of the persons who may receive any assets after the decedent spouse's death and after the
surviving Grantor's death to pay some federal estate tax in the decedent spouse's estate, taking into
consideration any other tax that is to be paid because of the decedent spouse's death and the surviving
Grantor's death, and any income tax liability that may be affected by the election, the Trustee(s) of the
Qualified Terminable Interest Trust may elect to take a marital deduction that does not reduce the tax to
zero if the payment of the tax will not jeopardize the ability of the Qualified Terminable Interest Trust to
provide the surviving spouse with the level of support and maintenance contemplated by this Declaration
of Trust. The decision of the Qualified Terminable Interest Trustee(s)to make this election shall be final
and binding on all persons.
The Trustee(s) of the Qualified Terminable Interest Trust is (are) authorized and empowered to invest,
reinvest, transfer, and convey any and all property held in this Qualified Terminable Interest Trust. 'I'his
includes all power now or hereafter conferred upon Trustees by applicable state law, and also those
powers appropriate to the orderly and effective administration of the Trust.
The Trustee(s) shall make a written accounting to the surviving Grantor at least annually and shall make a
written accounting to all remainder Beneficiaries at the time that all assets of this Qualified Terminable
Interest Trust are distributed.
Section 3.06-Power to Appoint Agents
The surviving spouse shall have the right to retain an accountant and / or an attorney at law for
professional services on behalf of the Trust Estate or Estates herein. The surviving spouse shall not be
responsible for the acts of such agents beyond his or her obligation to use reasonable care in the selection
of such agents.
- Section 3.07-Maximum Marital Deduction
Except as otherwise expressly stated herein, the term "Maximum Marital Deduction" shall not be
construed as a direction by the deceased Settlor to exercise any election respecting the deduction of Estate
administration expenses, the determination of the Estate tax valuation date, or any other tax election
which may be available under any tax laws,only in such manner as will result in a larger allowable Estate
tax marital deduction than if the contrary election had been made.
Section 3.08-Trust Income After The First Death
Following the death of either Settlor and until the death of the surviving Settlor,the Trustee shall,at least
annually, pay to or apply for the benefit of the surviving Settlor all of the net income from the Trust
Estate.
Section 3.09-Simultaneous Death
If the Settlors should die under circumstances which would render it doubtful as to which Settlor died
first, it shall be conclusively presumed for the purposes of this Trust that William K. McNair, Jr. died
first. If any other Beneficiary and a Settlor should die under such circumstances, it shall be conclusively
presumed that the Beneficiary predeceased such Settlor.
��
REVOCABLE LIVING TRUST AGREEMENT
Page 9
Section 3.10-Last Expenses
Upon the death of each of the Settlors, the Trustee of this Trust may, in its discretion, pay any part of or
all of the funeral and burial expenses, probate claims, administration expenses, and any estate,
inheritance, succession, or other death taxes, which are payable as a result of the death of each of the
Settlors, out of that portion of the Trust Estate constituting the deceased Settlor's separate Trust Share.
The Trustee may make any such payments directly to the creditors or taxing authority in question, or may
remit funds to the personal representative of the Estate of the deceased spouse for such payments.
ARTICLE FOUR
Administration/distribution of Survivor's Trust
Section 4.01 - Common Pot Trust
At the death of the Surviving Settlor, the Trustee shall not create a Common Pot Trust. All of the Trust
Estate that has not been distributed under prior Articles of the Trust Agreement shall be held,
administered,divided,and distributed according to the provisions that follow.
Section 4.02-Second Death
On the death of the last Settlor to die(the"Surviving Settlor"),the Trustee shall distribute the principal of
the Trust and any accrued or tuidistributed incQme from the principal of the Trust-in-such-a mar�er and to
such persons,including the Estate or the Creditors, as directed in this Trust Agreement.
Section 4.03-Payment of The Second Death Expenses
On the death of the Surviving Settlor, the Trustee shall pay from that portion of the Trust Estate
constituting the deceased Settlor's separate Trust Share the expenses of the surviving Settlor's last illness,
funeral, burial, and any inheritance, estate, or death taxes that may be due by reason of the Surviving
Settlor's death, unless the Trustee in his or her absolute discretion deternunes that other adequate
provisions have been made for the payment of such expenses and taxes.
Section 4.04-Trust Income and Principal Distribution Upon The Death of The Surviving Trustor
1. The Trustee shall apply and distribute the net income and principal of each of the shares of the
resulting Trust Estate, after giving effect to the section of this Trust Agreement entitled"Special
Directives"to the following Beneficiaries in the indicated fractional shares:
Kimberly S.McNair 1�
William K.McNair,III 1�2
2. If any of the above Beneficiaries,or any other Beneficiary, is under the age of 21 years when the
distribution is to be made, the Trustee shall have authority to distribute the same, in whole or in
part, to a custodian for the minor appointed under a Uniform Gifts or Transfers to Minors Act,or
the Trustee may retain any such property and administer and distribute the same for the benefit of
the minor, paying to or for the benefit of such minor so much of the income and principal of the
retained property from time to time as the Trustee deems advisable for the health, education,
support, and maintenance of the minor. When the person for whom the property is held attains
the age of 21 years, the property shall thereupon be distributed to him or her free of trust unless
otherwise stated in this Agreement. If the minor should die before attaining the age of majority,
the property shall then be paid and distributed to the estate of the minor.
REVOCABLE LIVING TRUST AGREEMENT
Page 10
3. If all of the Settlor's Beneficiaries and their children should fail to survive the final distribution of
the Trust Estate, all of the Trust Estate not disposed of as hereinabove provided shall be
distributed as provided for in this Trust Agreement.
Section 4.05-Principle of Representation
Unless indicated differently in this Trust Agreement or in the "Special Directives"section that follows, in
the event any of the named Beneficiaries should predecease both Settlors, all of that person's share of the
Trust Estate is to be divided equally among the deceased Beneficiary's children or issue per stirpes. In
the event the predeceased Beneficiary leaves no surviving children or issue,then all of that person's share
of the Trust Estate shall be divided equally among the remaining Beneficiaries per stirpes.
If a Beneficiary of the Settlors survives both Settlors,but should fail to survive to collect his or her share
at distribution,that share shall pass to the surviving issue of that deceased Beneficiary per stirpes and with
right of representation.
ARTICLE FIVE
Trustee Powers& Provisions
Section 5.01 -Non-Income Producing Property _
During the joint lives of the Settlors, the Trustee is authorized to retain in the Trust, for so long as the
Trustee may deem advisable, any property received by the Trustee from the Settlors, whether or not such
property is of the character permitted by law for the investment of Trust funds.
Section 5.02-Trustee Powers
The Trustee shall have all powers confened upon a Trustee by law for the orderly administration of the
Trust Estate. If any property is distributed ouh-ight under the provision of this Trust Agreement to a
person who is a minor,distribution may be made under the Pennsylvania Uniform Transfer to Minors Act
("PAUTMA"): The Trustee is further authorized to sign, deliver,and/or receive any documents necessary
to carry out the powers contained within this Section.
The Trustee of any tntst created under this Trust Agreement (including any substitute or successor
Trustee) will have and be subject to all of the powers, duties, and responsibilities granted or imposed by
the Pennsylvania Consolidated Statutes (20 Pa. C.S. Section 101 et seq.) as such Statute may provide at
the time of administration of the Trust, except to the extent that the same are inconsistent with the
provisions of this Agreement.
Section 5.03-Specific Powers of Trustee
In addition,the Trustee will have the following specific powers:
l. Trust Estate: The Trustee may leave invested any property coming into its hands hereunder in
any form of investment even though the investment may not be of the character of investments
permitted by law to trustees, without liability for loss or depreciation in value. The Trustee may
sell, exchange, or otherwise dispose of and reinvest property which may at any time be a part of
� the Trust Estate upon such terms and conditions as the Trustee may deem advisable. T'he Trustee
#� may invest and reinvest the Trust Assets from time to time in any property, real, personal, or
REVOCABLE LIVING TRUST AGREEMENT
Page 11
mixed, including without limitation, securities of domestic and foreign corporations and
investment trusts or companies, bonds, debentures, preferred stocks, common stocks, mortgages,
�; mortgage participation, and interests in common trust funds, all with complete discretion to
convert realty into personalty or personalty into realty or otherwise change the character of the
Trust Estate, even though such investment (by reason of its character, amount, proportion to the
total Trust Estate, or otherwise) would not be considered appropriate for a fiduciary apart from
this provision and even though such investment caused part or all of the total Trust Estate to be
invested in investments of one type or of one business or company.
2. Holding Property: The Trustee may hold property in the Trustee's name, as trustee, or in the
name of a nominee without disclosing the Trust.
3. Release of Power: If the Trustee deems it to be in the best interest of the Trust and its
Beneficiaries, the Trustee,by written instrument signed by such Trustee, will have the power and
authority to release,disclaim, or restrict the scope of any power or discretion granted in this Trust
Agreement or implied by law.
4. Agents, Employees: The Trustee may employ one or more agents to perform any act of
administration, whether or not discretionary, including attorneys, auditors, investment managers,
or others, as the Trustee shall deem necessary or advisable. The Trustee may compensate agents
and other employees and may delegate to them any and all discretions and powers.
5. Leases: The Truste� may lease any Trust Assets generallX..ox for oi1T gas,_ and- xnineral
development, even though the lease term may extend beyond the term of the Trust of which the
property is a part. The Trustee may enter into any covenants and agreements relating to the
property so leased or concerning any improvements which may then or thereafter be erected on
such property.
6. Common Funds: The Trustee may hold any of the Trust Assets in a common fund with property
from other trust estates and may make inveshnents jointly with any other trust, the property of
which is included in the common fund.
7. Securities: With respect to securities held in the Trust Estate, the Trustee may exercise all the
rights, powers, and privileges of an owner, including but not limited to, the power to vote, give
proxies, and to pay assessments and other sums deemed by the Trustee necessary for the
protection of the Trust Estate. In addition, the Trustee may participate in voting trusts,
foreclosures, reorganizations, consolidations, mergers, and liquidations, and in connection
therewith, to deposit securities with and transfer title to any protective or other committee under
such terms as the Trustee may deem advisable. In addition,the Trustee may exercise or sell stock
subscription or conversion rights and may accept and retain as an investment any securities or
other property received through the exercise of any of the foregoing powers, regardless of any
limitations elsewhere in this instrument relative to inveshnents by the Trustee.
8. Purchases from Estate: T'he Trustee may purchase property of any kind from the Executor or
Administrator of our Estates.
9. Lending: The Trustee may make loans, secured or unsecured, to the Executor or Administrator
of our Estates, to any Beneficiary of the Trust, or to the Trustee. Further, the Trustee may use
Trust Assets to guarantee obligations of any income Beneficiary of the Trust (unless such
Beneficiary is serving as Trustee).
� 10. Distributions to or for Beneficiaries: The Trustee may make any distribution contemplated by
this Trust Agreement (1)to the Beneficiary; (2) if the Beneficiary is under a legal disability or if
REVOCABLE LIVING TRUST AGREEMENT
Page 12
the Trustee determines that the Beneficiary is unable to properly manage his or her affairs, to a
person furnishing support, maintenance, or education for the Beneficiary or with whom the
Beneficiary is residing for expenditures on the Beneficiary's behalf; or(3) if the Beneficiary is a
minor, to a trustee of an existing hust established exclusively for the benefit of such minor,
whether created by this Trust Agreement or otherwise, or to a custodian for the Beneficiary, as
selected by the Trustee, under the Pennsylvania Uniform Transfer to Minors Act. Alternatively,
the Trustee may apply all or a part of the distribution for the Beneficiary's benefit. Any
distribution under this paragraph will be a full discharge of the Trustee with respect thereto. On
any partial or final distribution of the Trust Assets, the Trustee may apportion and allocate the
assets of the Trust Estate in cash or in kind, or partly in cash and partly in kind, or in undivided
interests in the manner deemed advisable at the discretion of the Trustee and to sell any property
deemed necessary by the Trustee to make the distribution. The Trustee may distribute gifts of up
to$10,000.00 per year per donee out of principal and/or interest.
11. Insurance: The Trustee may purchase new life insurance, pay the premiums on existing life
insurance on the life of any Trust Beneficiary, purchase annuities (either commercial or private)
from any corporation, trust, or individual, and may procure and pay the premiums on other
insurance of the kinds, forms, and amounts deemed advisable by the Trustee to protect the
Trustee and the Trust Estate.
12. Borrowing: The Trustee may borrow money from the Trust Estate and others. To secure the
repayment thereof, the Trustee may mortgage, pledge, or otherwise encumber part or all of the
_ Trust Assets,and in_cann�ction vvith_the acquisiti�n of an}c propexty, the-Trustee�nay assu�� � _
___
liability or may acquire properiy subject to a liability.
13. Repairs: The Trustee may make ordinary and extraordinary repairs and alterations to buildings
or other Trust Assets.
14. Reserves: The Trustee may establish such reserves out of income for taxes, assessments, repair,
and maintenance as the Trustee considers appropriate.
15. Continuation of Business: The Trustee may continue any business or businesses in which the
Trust has an interest at the time of the Settlors' death for so long as the Trustee may, in its sole
discretion, consider necessary or desirable, whether or not the business is conducted by the
Settlors at the time of their death individually,as a parinership, or as a corporation wholly owned
or controlled by them, with full authority to sell, settle, and discontinue any of them when and
upon such terms and conditions as the Trustee may, in its sole discretion, consider necessary or
desirable.
16. Retain Property for Personal Use: T'he Trustee may retain a residence or other property for the
personal use of a Beneficiary and allow a Beneficiary to use or occupy the retained property free
of rent and maintenance expenses.
17. Dealings with Third Parties: The Trustee may deal with any person or entity regardless of
relationship or identity of any Trustee to or with that person or entity. The Trustee may hold or
invest any part of or all of the Trust Estate in common or undivided interests with that person or
entity.
18. Partitions, Divisions, Distributions: The Trustee will have the power to make all partitions,
divisions, and distributions contemplated by this Trust Agreement. Any partitions, divisions, or
�: other dish-ibutions may be made in cash, in kind, or partly in cash and partly in kind, in any
manner that the Trustee deems appropriate(including composing shares differently). T'he Trustee
REVOCABLE LIVING TRUST AGREEMENT
Page 13
may determine the value of any property, which valuation will be binding on all Beneficiaries.
No adjustments are required to compensate for any partitions, divisions, or distributions having
unequal consequences to the Beneficiaries.
19. Claims,Controversies: The Trustee may maintain and defend any claim or controversy by or
against the Trust without the joinder or consent of any Beneficiary. The Trustee may commence
or defend at the expense of the Trust any litigation with respect to the Trust or any property of the
Trust Estate as the Trustee may deem advisable. T'he Trustee may employ, for reasonable
compensation, such counsel as the Trustee shall deem advisable for that purpose.
20. Merger of Trusts: If at any time the Trustee of any trust created hereunder shall also be acting as
trustee of any other trust created by trust instrument or by trust declaration for the benefit of the
same beneficiary or beneficiaries and upon substantially the same terms and conditions, the
Trustee is authorized and empowered, if in the Trustee's discretion such action is in the best
interest of the Beneficiary or Beneficiaries,to transfer and merge all of the assets then held under
such trust created pursuant to this Trust Agreement to and with such other trust and thereupon to
terminate the trust created pursuant to this Trust Agreement. The Trustee is further authorized to
accept the assets of any other trust which may be transferred to any trust created hereunder and to
administer and distribute such assets and properties so transferred in accordance with the
provisions of this Agreement.
21. Termination of Small Trust: Any corporate Trustee which is serving as the sole Trustee of any
__ Trust or an�$hare.ther�of m.ay a�an�t_tim��rminat�such Trust_or_Share i�in th�Txustee's sale _
judgment, the continued management of such Trust or Share is no longer economical because of
the small size of such Trust or Share and if such action will be deemed to be in the best interests
of the Beneficiary or Beneficiaries. In case of such termination, the Trustee will distribute
- forthwith the share of the Trust Estate so terminated to the income Beneficiary,per stirpes. Upon
such dish-iburion, such Trust or Share will terminate and the Trustee will not be liable or
responsible to any person or persons whomsoever for its action. The Trustee will not be liable for
failing or refusing at any time to terminate any Trust or a Share thereof as authorized by this
paragraph.
22. Power to Determine Income and Principal: Dividends payable in stock of the issuing
corporation, stock splits,and capital gains will be treated as principal. Except as herein otherwise
specifically provided, the Trustee will have full power and authority to determine the manner in
which expenses are to be borne and in which receipts are to be credited as between principal and
income. The Trustee has the power to deternune what will constitute principal or income and
may withhold from income such reserves for depreciation or depletion as the Trustee may deem
fair and equitable. In determining such matters, the Trustee may give consideration to the
provisions of the Pennsylvania Statutes (or its successor statutes)relating to such matters, but it
will not be bound by such provisions.
23. Generation-Skipping Taxes and Payment: If the Trustee considers any distribution or
termination of an interest or power hereunder as a distribution or termination subject to a
generation-skipping tax,the Trustee is authorized:
24. To augment any taxable distribution by an amount which the Trustee estimates to be sufficient to
pay such tax and charge the same to the particular trust to which the tax related without
adjustment of the relative interests of the Beneficiaries;
�,.
a. To pay such tax, in the case of a taxable termination, from the particular trust to which
the tax relates without adjustment of the relative interests of the Beneficiaries. If such tax
REVOCABLE LIVING TRUST AGREEMENT
Page 14
is imposed in part by reason of the Trust Assets, the Trustee will pay only the portion of
such tax attributable to the taxable termination hereunder taking into consideration
deductions, exemptions, credits, and other factors which the Trustee deems advisable;
and
b. To postpone final termination of any particular trust and to withhold any portion or all of
the Trust Estate until the Trustee is satisfied that the Trustee no longer has any liability to
pay any generation-skipping tax with reference to such trust or its termination.
Section 5.04-Special Provision for S Corporation Stock
Notwithstanding what is otherwise provided in this Trust Agreement,if at any time the Trust contains any
stock of a corporation which elects or has elected treatment as an "S Corporation" as defined by Section
1361(a)(1) of the Internal Revenue Code (or any corresponding successor statute), such stock will be
segregated from the other assets of such and treated as a separate trust. The Trustee will further divide the
separate trust into shares for each Beneficiary and such shares will be distributed outright or held in trust
as herein provided. In addition,all other provisions of this Trust Agreement will apply to each share held
in trust (and constituting a separate trust) except that the Trustee will distribute all of the income from
each separate trust to its Beneficiary in convenient installments at least annually. It is the Settlors' intent
that each separate trust will be recognized as a "Qualified Subchapter S Trust" ("QSST") under Section
1361(d)(2) of the Internal Revenue Code (or any corresponding successor statute). Notwithstanding any
provisions of this Trust Agreement to the contrary, the Trustee's powers and discretions with respect to
__ _
the administration of ea�h s�parat�_tius� (includi.ng metho�ds o�a�c�unti�g� boo�ep��g�_����
distributions, and characterizing receipts and expenses) will not be exercised or exercisable except in a
manner consistent with allowing each separate trust to be treated as a QSST as above described.
ARTICLE SIX
Trustee Powers with a Probate Estate
Section 6.01 -Coordination with Settlor's Probate Estate
1. At any time during the continuance of this Trust, including subsequent to the death of either
Settlor, the Trustees may, in their sole and uncontrolled discretion, distribute to the deceased
Settlor's Probate Estate cash and/or other property as a Beneficiary of the Trust.
2. All other provisions to the contrary notwithstanding, under no circumstances shall any restricted
proceeds,as hereinafter defined,be either directly or indirectly: (i)distributed to or for the benefit
of the Settlor's Executors or the Settlor's Probate Estate; or(ii)used to pay any other obligations
of the Settlor's Estate. The term"Restricted Proceeds"means:
a. All qualified plans, individual retirement accounts, or similar benefits which are received
or receivable by any Trustee hereunder, and which are paid solely to a Beneficiary other
than the Executor of the Settlor's Gross Estate for Federal Estate Tax purposes; and
b. All proceeds of insurance on the Settlor's life which, if paid to a Beneficiary other than
the Settlor's Estate, would be exempt from inheritance or similar death taxes under
applicable state death laws.
REVOCABLE LIVING TRUST AGREEMENT
Page 15
Section 6.02 -Direction to Minimize Taxes
In the administration of the Trust hereunder, its Fiduciaries shall exercise all available tax related
elections, options, and choices in such a manner as they, in their sole but reasonable judgment (where
appropriate,receiving advice of tax counsel),believe will achieve the overall minimum in total combined
present and reasonably anticipated future administrative expenses and taxes of all kinds. This applies not
only to said Trust, but also to its Beneficiaries, to the other Trusts hereunder and their Beneficiaries, and
to the Settlor's Probate Estate.
Without limitation on the generality of the foregoing direction (which shall to that extent supercede the
usual fiduciary duty of impartiality), such Fiduciaries shall not be accountable to any person interested in
this Trust or to Settlor's Estate for the manner in which they shall carry out this direction to minimize
overall taxes and expenses (including any decision they may make not to incur the expense of a detailed
analysis of alternative choices). Even though their decisions in this regard may result in increased taxes
or decreased distributions to the Trust,to the Estate, or to one or more Beneficiaries,the Fiduciaries shall
not be obligated for compensation readjustments or reimbursements which arise by reason of the manner
in which the Fiduciaries carry out this direction.
Section 6.03-Judgment and Discretion of Trustee
In the absence of proof of bad faith,all questions of construction or interpretation of any trusts created by
this Trust Agreement will be finally and conclusively determined solely by the Trustee, according to the
Trustee's best iudg_rnent and withot�re�Q�rs�i�an}�court._Eachdetermination h�the Trustee i�bindi��--__ _
on the Beneficiaries and prospective Beneficiaries hereunder, both in being and unborn, as well as all
other persons, firms, or corporations. The Trustee, when exercising any discretionary power relating to
the distribution or accumulation of principal or income or to the termination of any trust, will be
- responsible only for lack of good faith in the exercise of such power. Each determination may be relied
upon to the same extent as if it were a final and binding judicial determination. In the event of a conflict
between the provisions of this Trust Agreement and those of the Pennsylvania Statutes, the provisions of
this Agreement will control.
ARTICLE SEVEN
Resolution of Conflict
Section 7.01 -Resolution of Conflict
Any controversy between the Trustee or Trustees and any other Trustee or Trustees,or between any other
parties to this Trust, including Beneficiaries,involving the construction or application of any of the terms,
provisions, or conditions of this Trust shall, on the written request of either or any disagreeing party
served on the other or others, shall be submitted to arbitration. The parties to such arbitration shall each
appoint one person to hear and determine the dispute and,if they are unable to agree,then the two persons
so chosen shall select a third impartial arbitrator whose decision shall be final and conclusive upon both
parties. The cost of arbitration shall be borne by the losing party or in such proportion as the arbitrator(s)
shall decide. Such arbitration shall comply with the commercial arbitration rules of the American
Arbitration Association, 140 West Slst Street,New York,NY 10200.
,q
��
REVOCABLE LIVING TRUST AGREEMENT
Page 16
Section 7.02 -Incontestability
The beneficial provisions of this Trust Agreement are intended to be in lieu of any other rights, claims, or
interests of whatsoever nature, whether statutory or otherwise, except bona fide pre-death debts, which
any Beneficiary hereunder may have in Settlor's Estate or in the properties in trust hereunder.
Accordingly, if any Beneficiary hereunder asserts any claim(except a legally enforceable debt), statutory
election, or other right or interest against or in Settlor's Estate, or any properties of this Trust, other than
pursuant to the express terms hereof, or directly or indirectly contests, disputes, or calls into question,
before any court, the validity of this Trust Agreement,then:
1. Such Beneficiary shall thereby absolutely forfeit any and all beneficial interests of whatsoever
kind and nature which such Beneficiary or his or her heirs might otherwise have under this Trust
Agreement and the interests of the other Beneficiaries hereunder shall thereupon be appropriately
and proportionately increased; and
2. All of the provisions of this Trust Agreement, to the extent that they confer any benefits,powers,
or rights whatsoever upon such claiming, electing, or contesting Beneficiary, shall thereupon
become absolutely void; and
3. Such claiming, electing, or contesting Beneficiary, if then acting as a trustee hereunder, shall
automatically cease to be a Trustee and shall thereafter be ineligible either to select, remove, or
become a Trustee hereunder.
_ __ _. _
_ _ -- _-- --__ — ___ — — -- — —_ __ _— _– _ _ _-- __
Section 7.03-Specific Omissions
Any and all persons and entities, except those persons and entities specifically named herein, have been
�;': intentionally omitted from this Trust Agreement. If any person or entity shall successfully challenge any
term or condition of this Trust Agreement, then, to that person or entity shall be given the sum of one
dollar($1.00) in lieu and in place of any other benefit,grant,or interest which that person or interest may
have in the Trust Estate.
Section 7.04-Benefits Confidential
The Settlors further declare that it is their desire and intent that the provisions of this Trust Agreement are
to remain confidential as to all parties. The Settlors direct that only the information concerning the
benefits paid to any particular Beneficiary shall be revealed to such individual and that no individual shall
have a right to information concerning the benefits being paid to any other Beneficiary.
ARTICLE EIGHT
General Provisions
Section 8.01 -Distribution in Kind or in Cash
On any division of the assets of the Trust Estate into shares or partial shares, and on any final or partial
distribution of the assets of the Trust Estate, the Trustee, at his or her absolute discretion, may divide and
distribute undivided interests of such assets on a pro rata or non-pro rata basis, or may sell any part of or
all of such assets and may make divisions or distributions in cash or partly in cash and partly in kind. The
decision of the Trustee, either prior to or on any division or distribution of such assets, as to what
constitutes a proper division of such assets of the Trust Estate,shall be binding on all persons interested in
� any trust provided for in this Trust Agreement.
REVOCABLE LIVING TRUST AGREEMENT
Page 17
Section 8.02 -Spendthrift Provision
Neither the principal nor the income of the trust shall be liable for the debts of a Beneficiary. Except as
otherwise expressly provided in this Agreement, no Beneficiary of any trust shall have any right, power,
or authority to alienate, encumber, or hypothecate his or her interest in the principal or income of this
Trust in any manner, nor shall the interests of any Beneficiary be subject to the claims of his or her
creditors or liable to attachment, execution, or other process of law. The limitations herein shall not
restrict the exercise of any power of appointment or the right to disclaim.
Section 8.03-Definition of Children
The terms "Child" and"Children" as used in this Agreement mean the lawful issue of a Settlor or of the
Settlors together. This definition also includes children legally adopted by a Settlor or by the Settlors
together.
Section 8.04-Handicapped Beneficiaries
Any Beneficiary who is determined by a court of competent jurisdiction to be incompetent shall not have
any discretionary rights of a Beneficiary with respect to this Trust, or to their share or portion thereof.
The Trustee shall hold and maintain such incompetent Beneficiary's share of the Trust estate and shall, in
the Trustee's sole discretion, provide for such Beneficiary as that Trustee would provide for a minor.
Notwithstanding the foregoing, any Beneficiary who is diagnosed for the purposes of governmental
_ _
benefits_�as hereinafter delin�at��_a���ingnQ��Qmgetento�as being disahl�and w�sl��b�-�ti�le�d - --
to governmental support and benefits by reason of such incompetency or disability, shall cease to be a
Beneficiary of this Trust. Likewise, they shall cease to be a Beneficiary if any share or portion of the
principal or income of the Trust shall become subject to the claims of any governmental agency for costs
or benefits, fees, or charges.
The portion of the Trust Estate which,absent the provisions of this section,would have been the share of
such incompetent or handicapped person shall be retained in trust for as long as that individual lives. The
Trustee, at his or her sole discretion, shall utilize such funds for the maintenance of that individual. If
such individual recovers from his or her incompetency or disability and is no longer eligible for aid from
any governmental agency, including costs or benefits, fees, or charges, such individual shall be reinstated
as a Beneficiary after 60 days from such recovery and the allocation and distribution provisions as stated
herein shall apply to that portion of the Trust Estate which is held by the Trustee subject to the foregoing
provisions of this section. If said handicapped Beneficiary is no longer living and shall leave children
then living,the deceased child's share shall pass to those children per stirpes. If there are no children, the
share shall be allocated proportionately among the remaining Beneficiaries.
ARTICLE 1vINE
Successor Trustee Appointments
Section 9.01 -Trustees
All Trustees are to serve without bond. The following will act as Trustees of any Trusts created by this
Trust Agreement, in the following order of succession:
First: The undersigned, William K.McNair,Jr. and/or Marlene E.McNair.
Second: The Surviving Spouse.
REVOCABLE LIVING TRUST AGREEMENT
Page 18
Third: At the death or incapacity of the Surviving Spouse, William K. McNair,III shall
serve as First Successor Trustee.
Fourth: Kimberly S. McNair shall serve as Second Successor Trustee.
Last: A Trustee chosen by the majority of Beneficiaries,with a parent or legal guardian
voting for minor Beneficiaries; provided, however, that the children of any
deceased Beneficiary shall collectively have only one vote.
Section 9.02 -Allocation and Distribution of The Trust Assets
The Trustees shall allocate,hold,administer, and distribute the Trust Assets as hereinafter provided:
1. Upon the death of the first Settlor, the Trustee shall make any separate distributions that
have been specified by the deceased Settlor. The Trustee shall also take into
consideration the appropriate provisions of this Article.
2. Upon the death of the Surviving Spouse,the Trustee shall hold,administer,and distribute
the Trust Assets in the manner hereinafter prescribed.
Section 9.03 -Personal Property Distribution
___ Notwithstandin�an���ovi�iorLQf this Trust Agreement_ta th�.cQntrazyrihe Trustee must ahide-b3� a�}�-
memorandum by the Settlors, particularly that contained in the section entitled "Special Directives"
incorporated into this Trust Instrument, directing the disposition of Trust Assets of every kind including,
but not limited to, furniture, appliances, furnishings, pictures, china, silverware, glass, books, jewelry,
wearing apparel, and alt policies of fire, burglary, property damage, and other insurance on or in
connection with the use of property. Otherwise, any personal and household effects of the Settlors shall
be distributed with the remaining assets of the Trust Estate.
Section 9.04-Liability of Trustee
The Trustee will not be responsible or liable for any loss which may occur by reason of depreciation in
value of the properties at any time belonging to the Trust Estate nor for any other loss which may occur,
except that the Trustee will be liable for each Trustee's own negligence,neglect,default,or willful wrong.
The Trustee will not be liable or responsible for the acts, omissions, or defaults of any agent or other
person to whom duties may be properly delegated hereunder(except officers or regular employees of the
Trustee) if such agent or person was appointed with due care. The Trustee may receive reimbursement
from the Trust Estate for any liability, whether in contract or in tort, incurred in the administration of the
Trust Estate in accordance with the provisions hereof,and the Trustee may contract in such form that such
Trustee will be exempt from such personal liability and that such liability will be limited to the Trust
Assets.
Section 9.05-Successor Trustees
Any Successor Trustee shall have all the power,rights, discretion, and obligations conferred on a Trustee
by this Trust Agreement. All rights, titles, and interest in the property of the Trust shall immediately vest
in the successor Trustee at the time of appointment. 'The prior Trustee shall,without warranty,transfer to
the Successor Trustee the existing Trust property. No Successor Trustee shall be under any duty to
examine, verify, question, or audit the books, records, accounts, or transaction of any preceding Trustee;
and no Successor Trustee shall be liable for any loss or expense from or occasioned by anything done or
REVOCABLE LIVING TRUST AGREEMENT
Page 19
neglected to be done by any predecessor Trustee. A Successor Trustee shall be liable only for his or her
own acts and defaults.
ARTICLE TEN
Rule Against Perpetuities
Section 10.01 -Perpetuities Savings Clause
Notwithstanding any other provision of this instrument, the Trusts created hereunder shall terminate not
later than twenty-one (21) years after the death of the last survivor of all Settlors and any other
Beneficiary or Beneficiaries named or defined in this Trust living on the date of the death of the first
Settlor to die. The Trustee shall distribute remaining Trust principal and all accrued or undistributed net
income hereunder to the Beneficiary or Beneficiaries. If there is more than one Beneficiary, the
distribution shall be in the proportion in which they are Beneficiaries; if no proportion is designated, then
the distribution shall be in equal shares to such Beneficiaries.
ARTICLE ELEVEN
General Provisions
Section 11.01 -Governing Law
_ _ __ __ __ ----
___ _ --_-- __ _ —-- _
It is not intended that the laws of only one particular state shall necessarily govern all questions pertaining
to all of the Trust hereunder.
l. The validity of the Trust hereunder, as well as the validity of the particular provisions of that
Trust, shall be governed by the laws of the state which has sufficient connection with the Trust to
support such validity.
2. The meaning and effect of the terms of this Trust Agreement shall be governed by the laws of the
Commonwealth of Pennsylvania.
3. The administration of this Trust shall be governed by the laws of the state in which the principle
office of the Trustee then having custody of the Trust's principal assets and records is located.
The foregoing shall apply even though the situs of some Trust Assets or the home of the Settlor, a
Trustee, or a Beneficiary may at some time or times be elsewhere.
Section 11.02-Invalidity of Any Provision
If a court finds that any provision of this Trust Agreement is void, invalid, or unenforceable, the
remaining provisions of this Agreement will continue to be fully effective.
Section 11.03-Headings
T'he use of headings in connection with the various articles and sections of this Trust Agreement is solely
for convenience and the headings are to be given no meaning or significance whatsoever in construing the
terms and provisions of this Agreement.
REVOCABLE LIVING TRUST AGREEMENT
Page 20
_ __ _ _ _ _
Section 11.04-Internal Revenue Code Terminology
; As used herein, the words "Gross Estate," "Adjusted Gross Estate," "Taxable Estate," "Unified Credit,"
"State Death Tax Credit," "Maximum Marital Deduction," "Marital Deduction," and any other word or
words which from the context in which it or they are used refer to the Internal Revenue Code shall be
assigned the same meaning as words have for the purposes of applying the Internal Revenue Code to a
deceased Settlor's Estate. Reference to sections of the Internal Revenue Code and to the Internal
Revenue Code shall refer to the Internal Revenue Code amended to the date of such Settlor's death.
�
REVOCABLE LIVING TRUST AGREEMENT
Page 21
_ _
SPECIAL DIRECTIVES
OF
WILLIAM K.MCNAIR,JR.
I, WILLIAM K. MCNAIR, JR. a resident of the County of Cumberland, Commonwealth of
Pennsylvania, being of lawful age, and of sound and disposing mind and memory, and not acting under
duress, fraud,or undue influence,hereby make,publish and declare this to be my Special Directive,and I
incorporate THE WILLIAM K. MCNAIR, JR. AND MARLENE E. MCNAIR REVOCABLE LNING
TRUST AGREEMENT.
FIRST
The natural objects of my affection are:
1. My Wife- Marlene E.McNair
2. My Children- William K.McNair,III
Kimberly S.McNair
SECOND
� I direct that all estate and inheritance taxes payable as a result of my death, not limited to taxes
� assessed on property, shall be paid out of the residue of my Estate, and shall not be deducted or collected
from any League,Devisee,or Beneficiary hereunder.
THIRD
In the event any of my named Beneficiaries should predecease me,all of that person's share of the
Trust Estate is to be divided equally among that person's issue per stirpes. In the event any such
predeceased beneficiary leaves no surviving children or issue, then all of that person's share shall be
distributed to the remaining Beneficiaries.
FOURTH
In the event all of my named beneficiaries and their children and issue predecease me, all of the
trust estate is to be distributed to my heirs at law.
FIFTH
I direct that if a beneficiary is indebted to me then his/her share of the Trust Estate will be
reduced by a prorated formula amount which shall be distributed equally to the other Beneficiaries.
REVOCABLE LIVING TRUST AGREEMENT
Page 22
SIXTH
I direct that, before any distribution of the assets of the Trust Estate to the named Beneficiaries,
certain specific distributions, if any, shall be made from the assets as set forth on the list attached hereto
and marked "Exhibit A."
SEVENTH
I hereby acknowledge and accept the "Special Directives," if any,of my spouse.
,�
REVOCABLE LIVING TRUST AGREEMENT
Page 23
SPECIAL DIRECTIVES
� OF
MARLENE E.MCNAIR
I, MARI�ENE E. MCNAIR, a resident of the County of Cumberland, Commonwealth of
Pennsylvania, being of lawful age, and of sound and disposing mind and memory, and not acting under
duress, fraud, or undue influence,hereby make, publish and declare this to be my Special Directive,and I
incorporate THE WILLIAM K. MCNAIR, JR. AND MARLENE E. MCNAIR REVOCABLE LNING
TRUST AGREEMENT.
FIRST
The natural objects of my affection are:
1. My Husband- William K. McNair,Jr.
2. My Children- William K.McNair,Ili
_ _ ____ _ ___ _- --- - ___ _- ___Kitnherly�MrNair ___ ___ _ __ _ __ ____ _- _ ____
SECOND
I direct that all estate and inheritance taxes payable as a result of my death, not limited to taxes
assessed on property, shall be paid out of the residue of my Estate, and shall not be deducted or collected
from any League,Devisee,or Beneficiary hereunder.
THIRD
In the event any of my named Beneficiaries should predecease me, all of that person's share of the
Trust Estate is to be divided equally among that person's issue per stirpes. In the event any such
predeceased beneficiary leaves no surviving children or issue, then all of that person's share shall be
distributed to the remaining Beneficiaries.
FOURTH
In the event all of my named beneficiaries and their children and issue predecease me, all of the
trust estate is to be distributed to my heirs at law.
FIFTH
I direct that if a beneficiary is indebted to me then his/her share of the Trust Estate will be
reduced by a prorated formula amount which shall be distributed equally to the other Beneficiaries.
REVOCABLE LIVING TRUST AGREEMENT
Page 24
__ _
SIXTH
I direct that, before any distribution of the assets of the Trust Estate to the named Beneficiaries,
certain specific distributions, if any, shall be made from the assets as set forth on the list attached hereto
and marked "Exhibit A."
SEVENTH
I hereby acknowledge and accept the "Special Directives," if any, of my spouse.
.
REVOCABLE LIVING TRUST AGREEMENT
Page 25
DATED to be effective this �� day of �'`�-- 7-t/C 2___
�
SETTLORS:
_� .��� ��-n 1�1� �
WILLIAM K. MCNAIR,JR.
MARLE � P I '-`-`—�Q/�
NE E.MCNAIIZ
ACCEPTED BY CO-TRUSTEES:
�-��%�,/C �t YIcY-u�.
WII.LIAM K.MCNAIIt JR.
�-(� � ���' C�'�if/
MARLENE E.MCNAIR
COMMONWEALTH OF PENNSYLVANIA
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COUNTY OF CUMBERLAND
This instrument was acknowledged before me on the date herein set forth by WILLIAM K.
MCNAIR,JR. as Settlor and Co-Trustee to certify which witnes my hand and seal of offic
N Seal
11' i Notsry Public
Notary Public, Co �r a _l�, 2�
Merr%�er�PBrxuyNetliaAssoGatlonotNotaries
COMMONWEALTH OF PENNSYLVANIA
COUNTY OF CUMBERLAND
This instrument was acknowledged before me on the date herein set forth by MARL NE E.
MCNAIR as Settlor and Co-Trustee to certify which witness my hand and seal of office.
Notary Pub ' ,Co
Notarial Seai
William M. Hankins, Notary Public
City of Philadelphia, Philadelphia County
My Commission Eupires Apc 30, 2006
Membef�Penn9ylVaniaASSOCiaUOn of NOtedeB
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REVOCABLE LIVING TRUST AGREEMENT
Page 26
THE WILLIAM K.MCNAIR,JR.AND MARLENE E.MCNAIR
REVOCABLE LIVING TRUST AGREEMENT
Declaration of Intent
The undersigned hereby declare that, as Trustee of THE WILLIAM K. MCNAIR, JR. AND
MARLENE E. MCNAIR REVOCABLE LNING TRUST, they are acquiring and will hold in the name
WILLIAM K. MCNAIR, JR. and MARLENE E. MCNAIR, but without further reference to their
fiduciary capacity, all items listed on the attached schedule(s)hereto and incorporated herein as amended,
from time to time, as well as household furnishings, automobiles, jewelry, bank accounts, securities,
bonds, clothing and other personal property of any kind in their name or in either of their names and
henceforth such assets shall and will belong to said Trust and not to them individually; and they further
declare that,except to the extent of interest provided to them under the terms and provisions of said Trust,
they have no personal interest in any of the above itemized personal properties, it being intended and this
Declaration constitutes an affirmation of Trust ownership and an assignment to this Trust and shall be
binding on their heirs,administrators, executors and assigns.
IN�I SS WHEREOF,the undersigned have executed this instrument this 2� day of
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_ --- -- __ _ _ ____ --_ -- - --_.�_.��t�-L�Y�Y1_�-K� __ _ __
WILLIAM K. MCNAIR,JR.
Settlor/Trustee
�} cyJ �
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MARLE E. MCNAIR
Settlor/Trustee
COMMONWEALTH OF PENNSYLVANIA
COUNTY OF CUMBERLAND
BEFORE ME, the undersigned authority, on this day personally appeared WILLIAM K.
MCNAIR,JR. and MARLENE E. MCNAIR,Irnown to me to be the persons whose names are subscribed
to the foregoing instrument, and aclmowledged to me that they executed the same for the purposes and
consideration therein expressed and in the capacity therein stated.
SUBSCRIBED AND SWORN this 2 U day of ?��
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Notary Pub �c,�}pt�neuw ofo�qn a a
City of Philadelphia, Philadelphia ounty
My Commission E�cpims Apr. 30, 2006
AAe�nber�P9nnSylVaniaASSadati0n of Notarfes
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��"��-�`'��� Cumberland County, PA
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#;� Features selected: 1
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_ � 210 SHUGHART AVENUE
- PIN : 40-28-2100-033
- Deedbook: 002ZS-00067
Owner: MCNAIR, WILLIAM K JR
Land Use Code: 101
- Property Type: R
- Acreage: 0.3
- ; Square Feet: 109Z
- Taxable Status: T
� Clean & Green Status:
` Land Assessed Value $ : 65000
Building Assessed Value $ : 100400
Total Assessed Value $ : 165400
�1 � Sale Price $ :
Sale Date:
�� Year Built: 1968
Municipality: SOUTH MIDDLETON TWP
Height in Stories: 1
Type of Dwelling: DETACH
Primary Exterior: Vinyl
Basement Percentage: 100
Air Conditioning: NO
Total Rooms: S
� Bedrooms: 3
,
Fu II Bath : 1
� Half Bath :
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4' 2 S dav°r March ' in the year
oJ orrr Losd ont thataaand ttlae hu+uTred sixty-eight (1968). • '
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BETWECN pENN-CENTRAL MASONRY CO., INC., a Pennsylvania corporation ,
with Sts principal office in the Borough of Carlisle, Cumberland County, � .
!:: Pennsylvania, hereinafter called Grantor, '
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�; WILLIAM KENNETH McNAIR, JR., of South Middleton Township, '
�i�I Cumberland County, Pennsylvania, hereinafter called Grantee `�'. I
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, iVITNESSETH,tAaE tkc aaid Grantor �Z.
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Jor a�u!in coresidcrntios oJ tlec atim oJ SgyENTEEN THOUSAND FZVB HUNDRED and no/100 !
lrttejal nroneu o�010•Untted States o�.4merica, trnto r ' _ - - - - - - - - ' '
the said Grantee it^ :uell and tndl�id G7/ i
� aE and before the acalinp rtnd dr.livcry o/tAesr.preacnta, r
1,':r recripl tulicreoJ ia here6�ackno�uledped,haa prnnted, 6argained, aald, aliened, ¢nJeo$ed, re- �
.� l�a.ted and roafirnied,and bv these preaenG doea prnut, Garqnis, scll, alien, enJco/% re[ease mtd �
c�nhrna finto the said Grantee, his heirs '
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ALL that eertain tract of land with the improvements thereontty I :f
I ;� � ereCted situate in South Middleton Township, Cumberland County, f�
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� Pennsylvania, bounded and described as follows: �
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� BEGINNING at a point in the Western line of Shughart Avenue as
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indicated�on the Plan of lots hereinafter referred to, which point is
a corner of land of William H. Heffelbower, et ux, 60 feet south of �
�- the corner of,lot No. 10 on the hereinafter mentioned Plan, thence I
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�; along land of the said William H. Heffelbower et ux F�
f � , , South 78 degrees
# 10 minutes West 262.50 feet to a point in line of 13nds of Ruth Paxton,
!.� ' thence along the lands of Ruth Pax
? ton, South 11 degrees 33 minutes
;;j 50 seconds East 80 feet to a point in line of land of Ray E. Knaub, �`�
;'; et ux, thenCe along the latter, South 78 degrees 10 minutes West 162.81
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;. .feet to a point in the Western line of Shughart Avenue, thence along the ;
' latter, North 11 de rees �
� 33 minutes 50 seconds West, 80 feet to a point,
the place of beginning.
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' The above tract of land is the Southern 40 feet of Lot No. 9 and 'I
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the`Northern 40 feet of Lot No. 8 on a Plan of Lots knowa as Shughart i
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Acres, which Plan 1a recorded �ln. the office of the Recorder of Deeds .
tor Cumherland County Sn Plan Book 18, page 75. . ��
AND BEINf3 a part of the seme property•which Bllen E. Shughart•
, Miller, et vir, granted and conveyad to the Grantor herein by deed
dated April 12th, �967, and recorded in the offipe a£oresaid in •
Deed Book "K"; Volume•22, Page 434.
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TOGETXER with alJ axd ainpular buildJ,ng� �
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waya,matera,water-coursea,riphta,li6erties,privilepes, � ,"�
� hereditaments and appurtenaneca mhataocver thereunto belonpi�np,or in axysviae appertaininy,and
the revesair.0 and remaindera,renta,{asuea and profita thereof;and all the eatate,ripht,title,in• �
{ tereat, properly, claint nnd demand mkataoeoer, o/ Grantor � �
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, en la�u,equity,or olherwiae Aowaoever,o/,in axd to ths aame and every gart thereof, � E.�
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TO HAVE AND TO HOLD tJ�e aaid buildings, i;,�
hereditamenq and premiau hsreby yrn,xted os i��
( mentioned axd intended ao to 6e,toith the appurteronasets, �
I•. untothaaaid Grantee, h2s heirs, �^;
h' . nr+d aaaiya�s,to aud/or the only '�
proper uae a+ul behool oJ the eaid Grantee, his heirs ;
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` Anal tks aaid prnntor hereby eovenenb and ayree�tAat{t wiU warnant generally �+
�� ' tAe property kereby emiroeyed. f
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� doth hr.rebJ/constitute and appoint Rfchard K. Me815 i`±
�'; to be ita attoraey Jor i:,and in ita name and¢a and/or tits eorporate act and deed to ackrtowledpe �"
thia Deed beJore any peraon haviny authoritv Gy the lawa oJ the Conirnonwealth o Pen '
��� to take excA¢cknowledpment,to the intent that the same may be duly recorded. � '�tyan1a �;
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�� IN NITN�'SS WHEKEOF, the aaid Penn-Central Masonry Co., Inc. �j
�� has eauaed this lndenture to ba signed �
��t" ' in=ts eorposata name by ita Preaident,and haa oauaed to be a,�zed htreunto the common and coti f I
yorate.aa!o/the aaid torpomtion,attested by ita Sacretary,the day ant!yeer first above writtea. �I
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PE RAL SONRY CO., ZNC ,�
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Reeeired tka day oJ the date oJ tAa a6ove Ixdexture oJ the a6ove named
3tata oJ PENNSYI,VRNIA ' . �
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Cou�ty oJ CUMBERLAND
Ox thfa,ths 2S`'�. tlay oj' Mareh ,1968 ,beJore me,
• Eha uxdesaiy�ced og'icer,personaUy appeared. RiChard K. Meals,
knowri ta me(or aateeJacto�ily proven)Eo be the peraox who fa t/u attornev„amted'ii►the/orepoiny '
•DeGd,,;,ay�j,¢cknowledyed that he executed the aame aa the aet oJ hu prineipal Jor the pxrpose's
•tke�t,n cD9ltai�ned. ,
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,�n�..'•��n'�d'"{����iuhereo%I hereunto aet mv hand a og'ieiad aeal.
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''V l��Y�PJ • k�='��•�'�•:=d LrPIRES OttG/tA),11N Tit(e oJ Op'ieer. ..
� �""'�•��^"''�� CEItTIFICATE OF XESIDENCE
� I � .do here6y tertiJy that the precise reaidenee and complete.pwt ogice address `
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oJ the within na+ned pmntet ia �Qa.�,,,,�� S�n,,,,,�y 1� /Z�r,�� /�
•� Marcn • �4 , ts 68. ..�Ll.�.d,i�..'1�..-��:�,.c1.��...............��-�--�•
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' RECOdDED on thea.__...__.'•Z�o�".day oJ.._...�.?.Q,��.��..._. i �I UII
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' A.D.19.�:�,in tke Reoorder'a O�ee'qf aaid County,in Derrd Book,S �:
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•� ° Given under my Aand nnd the ee 1 oJ the sauG o,�i the date a6ove written. l
� ' .�C..'�"�e_.�/��.Recorder. i
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