HomeMy WebLinkAbout12-17-14 q �IN�: I�,.UTH C. KESSLER : IN THE COURT OF COMMON PLEAS OF
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NOW COMES, this � 7 t day of ���.�,�,,,,_,��� , 2014, the Petitioner, Edward
F. Kessler, Trustee of the Ruth C. Kessler Revocable Trust, by and through his counsel, Andrew
H. Shaw, who files this Petition For Termination of Trust, and respectfully represents:
1. Petitioner is Edward F. Kessler, Trustee of the Ruth C. Kessler Revocable Trust.
2. Ruth C. Kessler (hereinafter "Settlor"), executed the Ruth C. Kessler Revocable
Trust (hereinafter "Trust") on or about March 20, 1996. A copy of the Trust is
attached hereto and incorporated by reference as Exhibit A.
3. Settlor executed a First Amendment to the Ruth C. Kessler Revocable Trust on
February 5, 2001. A copy of the First Amendment is attached hereto and
incorporated by reference as Exhibit B.
4. Settlor executed a Second Amendment to the Ruth C. Kessler Revocable Trust on
April 17, 2002. A copy of the Second Amendment is attached hereto and
incorporated by reference as Exhibit C.
5. Settlor died testate on May 13, 2013, thereby making the Trust irrevocable.
6. Edward F. Kessler, Settlor's spouse, qualified as Executor of Settlor's estate and
Letters Testamentary were issued to Edward Kessler on or about June 3, 2013. A
copy of the Last Will and Testament and a copy of the Certificate of Grant of
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Letters Testamentary are attached hereto and incorporated by reference herein as
Exhibits D and E respectively.
7. The administration of Settlor's Estate is complete, all taxes and creditors have
been paid, and any remaining assets of the Estate have been transferred to the
Trust.
8. Under the terms of the First Amendment, Settlor granted a life estate in the real
estate located at 42 Tunbridge Lane, Carlisle, Pennsylvania to Edward F. Kessler.
9. Edward F. Kessler has purchased the one-half interest in said real estate owned by
the Trust, thereby rendering the associated terms in the First Amendment moot.
10. Pursuant to Article V(d), the "remaining Trust Estate shall be allocated and
distributed in equal shares" to Wendy Louise Henry and Penny Lee Costopoulos
(hereinafter "Beneficiaries"), the Settlor's children.
11. A portion of the assets of the Trust have been distributed to the Beneficiaries and
the only remaining asset to distribute is cash in an Orrstown Bank account,
currently valued at $17,831.68.
12. The Trust is now ready to disburse the "remaining Trust Estate," thereby
completing the purpose of the Trust.
13. The names, addresses and relationships of all persons having an interest in the
estate of the Decedent as beneficiaries are as follows:
a. Wendy Henry 141 Clemson Drive Daughter
Carlisle, PA 17013
b. Penny Costopoulos 3562 Westbury Road Daughter
Birmingham, AL 35223
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14. The Beneficiaries are in agreement with the request granted in the Petition, and
have executed an Agreement to Terminate Trust, a copy of which is attached
hereto and incorporated by reference as Exhibit F.
15. It is in the best interests of the Beneficiaries that the Court terminate the Trust, in
that the continuance of the Trust is not necessary to achieve any material purpose
of the Trust.
WHEREFORE, the Petitioner respectfully requests this Honorable Court terminate the
Ruth C. Kessler Revocable Trust.
Respectfully submitted,
s f � �
Date: _ �r� f � � �`�' By: �..,---
Andrew H. Shaw, Esquire
Sup. Ct. ID. No.: 87371
200 S. Spring Garden Street, Suite 11
Carlisle, PA 17013
(717) 243-7135
(717) 243-7872
Attorney for Petitioner
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VERIFICATION
I verify that the statements made in this Petition are true and correct. I understand that
false statements herein are made subject to the penalties of 18 Pa.C.S. Section 4904, relating to
unsworn falsification to authorities.
Date: /��/7�/� ��t�,.�,/���Gy� ��U,�.,�,,-'�--�
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Edward F. Kessler, Trust e of the
Ruth C. Kessler Revocable Trust
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T�3E
RUTH C. KESSLER
REVOCABLE TRUST
THIS TRUST AGREEMENT, made this � day of /"( �
,
1996, is entered into by and between Ruth C. Kessler (a.k.a. Ruth Kessler) (a.k.a. Ruth
Clemson), as the Settlor (and hereinafter referred to in the first person), of Cumberland County,
Pennsylvania and Ruth C. Kessler, as the Tiustee (and hereinafter referred to as "my Trustee"),
of Cumberland County, Pennsylvania.
WHEREAS, I, desiring to create this Trust for the benefit of the beneficiaries hereinafter
set forth, do hereby or intend to assign, transfer, convey, and deliver to my Trustee the property
(which shall comprise and hereinafter be referred to as the "Trust Estate") described in the
Schedule A attached hereto and made a part hereof, including any such property contributed by
any other person, and which Schedule A may also describe any insurance policies or similar
contracts on the life of ine or any other person which are or will be made payable to my
Trustee, and any other contracts (including, but not limited to, any qualified or non-qualified
plans of any kind) which are or will be made payable to my Trustee, under the terms hereof;
and
WHEREAS, any additional property may be assigned, transferred, conveyed, and
delivered to my Trustee by me, or by any other person, and any insurance policies or similar
contracts on the life of ine or any other person which are made payable to my Trustee, and any
other contracts (including, but not limited to, any qualified or non-qualified plans of any kind)
which are made payable to my Trustee, by Will or otherwise, from time to time, shall constitute
EXHIBIT
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additions to the Trust Estate, and all such further additions shall be dealt with by my Trustee
pursuant to the terms hereof, provided that all such additions shall be acceptable to my Trustee.
Such further additions may be described in the aforementioned Schedule A attached hereto.
NOW, THEREFORE, IT IS AGREED that such properties in trust shall be administered
upon the following terms:
ARTICLE I
GENERAL PROVISIONS
Section 1. Statement of Citizenship
I declare that I am a citizen of the United States of America, and that my Social Security
Number is 187-16-4899.
Section 2. The Name of this Trust
This Trust shall, for convenience, be known as The Ruth C. Kessler Revocable Trust
dated G!�-�'—� �d , 1996, and it shall be sufficient that it be
referred to as such in any deed, assignment, devise, or beneficiary designation. Assets may be
registered to this Trust as Ruth C. Kessler, Trustee of The Ruth C. Kessler Revocable Trust
dated G�� � , 1996, but other forms of registration are
permissible.
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Section 3. Certificate of Trust
In order to facilitate the convenient administration of this Tiust, including the registration
and transfer of assets to and from this Trust, my Trustee shall have the power to execute a
Certificate of Trust describing any Trust matter, including, but not limited to, a description of
the terms of this Trust, the administrative powers of my Trustee, and the identity of any current
Trustee. Any person who receives an original or a photocopy of the said Certificate of Trust
shall be held harmless in relying on the same, and any such person shall not be obligated to
inquire into the terms of this Tiust or to maintain a copy of this Trust.
Section 4. Family Members
At the time of the execution of this Trust, my spouse is Edward F. Kessler and my
children (hereinafter collectively and individually, as the case may be, referred to as "my
children" or "my child"), are:
Wendy Louise Henry
Penny Lee Costopoulos
For purposes of this instrument and for all other purposes, the terms "child," "children,"
"grandchildren," "descendants" and "issue" shall exclude adopted persons, step-children, step-
grandchildren and their issue; the term "issue" shall include only the Settlor's blood line
descendants of whatever degree. Furtheimore, for purposes of this instrument and for all other
purposes, a person in gestation, later born alive, shall be considered a person in being.
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Section 5. Interpretation of the Trustee's Discretion
With regard to the management and distribution of the Trust Estate, my Tiustee shall
consider vested and income beneficiaries as my Trustee's primary interest and responsibility, and
shall consider contingent and remainder beneficiaries as of secondary interest and responsibility
(unless otherwise provided), and, therefore, I request that my Trustee, in resolving any doubtful
matters relating to any such matters, take the aforementioned interpretation into consideration.
Section 6. Governing Law Provision
This Trust shall be construed and regulated in all respects by the laws of the
Commonwealth of Pennsylvania, notwithstanding any residence in another jurisdiction by me or
any other beneficiary hereunder. Furthermore, the initial situs of this Trust shall be in the
Commonwealth of Pennsylvania.
ARTICLE II
ADMINISTRATION DURING THE LIFETIME OF THE SETTLOR
Section 1. Right to Revoke and Amend This Trust
I expressly reserve the right, at any time during my lifetime (unless otherwise provided
in this instrument), effective upon a written notice delivered to my Trustee, to revoke and amend
this Trust, in whole or in part, provided, however, that if this Trust is amended, the duties,
powers, and responsibilities of my Trustee shall not be substantially changed without my
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Trustee's consent. In the case of any revocation, whole or partial, all of the insurance policies,
securities, or any other property held in Trust hereunder, or that part thereof as to which the
Trust may be revoked, shall be delivered by my Trustee to me, or in accordance with my
written directions.
Section 2. Investment Rights
I do not reserve the right specifically to approve or disapprove of each and every Trust
purchase or sale before it is made. However, I do reserve the right to elect, at any time during
my lifetime (unless otherwise provided in this instrument), to advise my Trustee and to direct
my Trustee concerning the purchase or sale of any Trust assets. Should I elect to exercise my
right to advise or direct my Trustee to purchase or to sell any Trust asset, I shall do so by a
written notice. If that is not practical, I shall, as soon thereafter as it is practical, approve of
any such purchase or sale by a written notice, as requested or required by my Trustee. My
Trustee is hereby specifically relieved of all liability for loss which may be occasioned by the
purchase or sale of any asset of the Trust Estate when my Trustee has been advised or directed
to make such purchase or sale by me.
Section 3. Disposition of Income and Principal
(a) Income Distributions
During my lifetime and while the Trust Estate shall include cash, securities, or other
income-producing property, my Trustee shall manage, invest, and reinvest the Trust Estate, shall
collect the income therefrom, and shall pay over the net income to me or shall apply the same
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for my benefit, in convenient installments (but at least quarter-annually), unless I direct that the
net income earned by this Trust shall be accumulated and reinvested as part of the Trust Estate.
Any undistributed income received by or accrued in this Trust at the time of my death shall be
added to and become a part of the principal.
(b) Principal Distributions
In addition, my Trustee, during my lifetime, is hereby authorized, at any time and from
time to time, and in my Trustee's discretion, to (i) pay to me for my health, education,
maintenance, or support, or to apply, for any such purposes, any part, or all, of the assets
comprising the Trust Estate; (ii), pay to, or for, my legal dependents for their health, education,
maintenance, or support, in amounts as my Trustee deems to be reasonable, considering any
such beneficiary's other sources of income and funds; and (iii) pay to, or on behalf of, me the
amount of any and all taxes, state, county, federal or otherwise, which are caused by the sale
or possession of any of the assets comprising the Trust Estate, or which are charged against me
or the Trust Estate under the laws of the Commonwealth of Pennsylvania, the United States of
America, or other appropriate laws, which deal with the taxation of tangible or intangible
personalty or realty which is part of the Trust Estate. Notwithstanding the foregoing, T hereby
reserve the right, for any reason, and effective upon a written notice delivered to my Ti-ustee,
to withdraw any or all of those assets comprising the Trust Estate, at any time and from time
to time (unless otherwise provided in this instrument).
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Section 4. Testamentary General Power of Appointment
I hereby reserve a general power to appoint by my Will (irrespective of the date of
execution of any such Will) all or any portion of the Trust Estate, including the principal,
undistributed income, and any proceeds or other benefits of any insurance or other contracts,
if any, which may be payable to this Trust, to any such person or per�ons that I may choose,
including my Personal Representative, outright or in further trust (unless otherwise provided in
this instrument). In order to exercise the said power to appoint, it is necessary that my Will
make specific reference to this Section and Article of this instrument. For this and all other
purposes, if no such Will is made known to my Trustee within thirty (30) days following my
death, then my Trustee shall be fully protected in relying on the presumption that no such
instrument exists. If I fail to exercise the said power to appoint for any reason, then the assets
of this Trust shall nevertheless remain a part of this Tiust, and shall be administered and
disposed of in accordance thereof.
ARTICLE III
DISABILITY AND INCOMPETENCY
During any disability or incompetency (whether teinporary or permanent) of rne as
defined in this Article, I shall be relieved of all of the powers heretofore reserved by me in my
individual or fiduciary capacity, as the case may be. During any such disability or
incompetency, all such powers shall be suspended, and the current Trustee or Successor Tivstee,
whichever is applicable, shall have or continue to have those powers with respect to the Trust
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Estate given in this Trust to a Trustee. During my disability or incompetency, my Trustee is
specifically authorized to arrange for the services of a companion or registered or practical nurse
to remain with me, on a round-the-clock basis, if necessary, in my home, or alternatively, to
arrange for convalescent care or nursing home care, with or without such a companion or nurse,
as my Trustee determines to be advisable fram time to time. In addition to any such payments
of income and principal for the benefit of ine, my Trustee may pay to, or apply, for the benefit
of my legal dependents, such amounts from the income and principal of this Trust, in such
shares and proportions, in my Trustee's discretion, that my Trustee shall determine to be
advisable from time to time, for such a person's health, education, maintenance, or support
(including, but not limited to, such a person's medical, dental, nursing, and nursing home
expenses), taking into consideration, to the extent that my Trustee deems advisable, any such
person's other income and funds. I may regain all of the powers heretofore reserved by me in
my individual or fiduciary capacity, as the case may be, when such disability or incompetency
is removed in the same manner as was followed to establish rny disability or incompetency as
provided herein. Additionally, the following definitions shall also be utilized in the
determination of the disability or incompetency (whether temporary or permanent) of any
individual who is to serve or has been serving as a Trustee under this Trust.
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Section 1. Definition of Disability
This tei�n shall apply at any time during my lifetime that my Trustee hereunder receives
a written notice signed by (i) a physician of mine and (ii) a member of my most immediate
family, indicating that I am too disabled to continue my involvement in this Trust, except as a
beneficiary hereunder.
Section 2. Definition of Incompetency
This term shall apply at any time during my lifetime that my Tiustee hereunder is in
possession of any of (i) a court order, which my Trustee deems jurisdictionally proper and
currently applicable, and which holds me to be legally incompetent to act in my own behalf, or
appoints a guardian of my person or property to act for me; (ii) duly executed, witnessed and
acknowledged written affidavits of two physicians who possess M.D. or D.O. degrees, each
certifying that the respective physician has examined me and has concluded that, by reason of
an accident, physical or mental illness, progressive or intermittent physical or mental
deterioration, or other similar causes, I had, at the date of the applicable written affidavit,
become incompetent to act rationally and prudently in my best interests; or (iii) evidence, which
my Trustee deems to be credible and still currently applicable, that I have been unaccountably
absent for more than ttuee (3) inonths, or that I have been detained under duress in which I am
unable, effectively and prudently, to handle my financial interests. Wherever my Trustee is
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authorized or required to act in the case of the disability or incompetency of any beneficiary
(including me) or any other Trustee under this Trust, my Tcustee shall be fully protected in the
determination of such disability or incompetency by a reliance upon the aforementioned
standards.
ARTICLE IV
ADMINISTRATION UPON THE DEATH OF THE SETTLOR
Upon my death, this Trust shall become irrevocable and my Trustee shall have the
following duties and shall dispose of the Trust Estate in the following manner:
Section 1. Insurance Proceeds
(a) Collect Proceeds
My Trustee shall collect the proceeds of any life insurance policies or similar contracts
�hat are payable to my Trustee, and shall hold such proceeds together with any additional
property heretofore or hereafter added to this Tiust from any source. Such proceeds and
property shall constitute part of the Trust Estate.
(b) Authority to File Suit on Behalf of this Trust
My Trustee shall have full authority to take any action (as my Trustee deems advisable)
in regard to the collection of the proceeds of any life insurance policies or similar contracts and
to pay any expenses relating thereto from the Trust Estate. However, �-ny Trustee shall not be
required to enter into, or maintain, any litigation to enforce payment of any such proceeds until
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my Ti-ustee shall have been fully indemnified, to my Trustee's satisfaction, against all expenses
and liabilities to which my Trustee might, in my Trustee's judgment, be subjected to by any
such litigation. My Trustee shall have full authority to make any compromise or settlement with
respect to any such policies or similar contracts, which my Trustee may deem expedient, and
to give to any insurance company, all of the necessary and proper releases, acquittances, and
full discharges of all of such an insurance company's liabilities under any such policies or
similar contracts.
(c) Discharge of Insurance Companies
No insurance company, whose policy or similar contract shall be deposited hereunder,
which shall make payments of the proceeds thereof to my Trustee, shall be required to inquire
into, or take notice of, any of the provisions of this Trust or to see to the application or
disposition of the proceeds of any such policies or similar contracts, and the receipt of my
Trustee given to any such insurance company shall be effectual to release and discharge any such
insurance company for any payment so made and shall be binding upon the beneficiaries of any
Trust hereby created.
Section 2. Payments For the Bene�t of the Settlor's Estate
(a) The Settlor's Debts, Expenses, and TaYes
Upon my death, my Trustee shall exercise one or more of the following in order to deal
with the debts, expenses, and taxes of my estate:
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1. Payment of Debts and Expenses From the Trust Estate
My Trustee shall pay froin the Trust Estate any part, or all, of the legally
enforceable debts and expenses of my estate, including, but not limited to, any expenses of my
last illness, any funeral or cremation expenses (including, but not limited to, the costs of
memorials of all types and memorial services), any allowances by court order for those
individuals dependent upon me, and any expenses of the administration of my estate (including
any expenses of any ancillary proceeding that may be necessary in another state or country), not
paid from my probate estate.
2. Payment of Taxes From the Trust Estate
My Trustee shall pay from the Trust Estate the death taxes with respect to my
estate as provided herein:
i) Directions in the Settlor's Will
After my death, that portion or all or none of the estate, inheritance, or
other death taxes of any nature (including the federal supplemental estate tax on certain qualified
plan benefits), together with any interest and penalties, that may be payable upon or with respect
to any property, or any interest therein, required to be included in my gross estate or taxable
to any person receiving any such property under the provisions of any present or future domestic
or foreign laws, regardless of whether any such property, or any interest therein, passes under
or outside of this Trust, and regardless of whether the said taxes are payable by my estate or by
any recipient or beneficiary of any such property, including any generation-skipping transfer tax
on any direct skip (except by reason of disclaimer) due to the express terms of this Trust or my
Will, but excluding any other type of generation-skipping transfer tax, and also excluding any
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additional tax unpaid pursuant to Section 2032A(c) of the Internal Revenue Code of 1986
(hereinafter referred to as "the Code"), as amended, shall be paid, or other provision for any
such payment made, as I shall direct in my Will, by my Trustee out of the principal of the Trust
Estate, with no right of reimbursement from any recipient or beneficiary of any sucti property
or interest (unless otherwise provided in this instrument).
ii) No Postponement of Distribution
If my Trustee is so directed to pay any such taxes, together with any
interest and penalties, that direction shall not postpone the disposition of the remaining Trust
Estate, but my Trustee shall have the right to withhold any amount as my Trustee deems
necessary to pay that portion of any such taxes, interest or penalties that my Ti-ustee is so
directed to pay. If the amount so withheld is insufficient for that purpose, the additional amount
required shall be paid proportionately by the persons, Trusts, or Shares, whichever the case may
be, to whom the remaining Trust Estate was distributed at my death. If the amount so withheld
is more than the amount ultimately required for that purpose, the excess amount shall be
distributed proportionately to the persons, Trusts, or Shares, whichever the case may be, to
whom the remaining Trust Estate was to be distributed at my death, in accordance with the
amount or amounts called for under the provisions of this Trust.
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3. Loan to the Settlor's Estate
My Trustee shall lend to my probate estate sufficient funds, upon such terms
regarding security, interest rate, and maturity which my Trustee may deem advisable, to pay all,
or any part of, the aforementioned debts, expenses, and taxes. Such a loan or loans need not
be secured if, in my Trustee's opinion, it is in the best interests of the beneficiaries of this Trust
not to obtain security in light of the overall objectives and requirements of such beneficiaries and
my probate estate.
4. Purchase From the Settlor's Estate
Alternatively, or additionally, my Trustee shall acquire by purchase, exchange,
. or otherwise, sufficient assets from my probate estate to provide my probate estate with
sufficient cash to pay the aforementioned debts, expenses, and taxes, even though such assets
may not be of the character prescribed by law for the investment of trust funds. Although
acquisition of such property may result in a large percentage of the Trust Estate being invested
in one class of property, my Tiustee may, without liability for any loss or depreciation, retain
such property so acquired for as long as my Trustee may deem advisable.
(b) Cash Bequests
After providing for any of the aforementioned items delineated in
Subsection (a) of this Section of this Article, my Trustee shall distribute to my Personal
Representative, or as my Personal Representative may direct, directly to the applicable
beneficiaries, outright and free of trust, any cash bequests I have made in my Will.
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(�) Specific Bequests and Devises
After providing for any of the aforementioned items delineated in
Subsection (a) of this Section of this Article, my Tiustee shall also deliver to iny Personal
Representative, or as my Personal Representative may direct, directly to the applicable
beneficiaries, outright and free of trust, any property in the Trust Estate which is specificall
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bequeathed and/or devised by my Will.
�d) The Personal Representative's Certification:
All of the payments described under Subsections (a)and (b)of this Section
of this Article shall be made upon the demand of my Personal Repr�sentative and
upon the
certification by my Personal Representative that the assets of my probate estate (which mi ht
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include any real property, tangible personal property, or other assets that, in my Personal
Representative's judgment, do not have a readily realizable market value) are insufficient for
such purposes, but this Trust shall only be liable to the extent of such shorta e.
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�e) Reliance on the Personal Representative
While or while not one or more of the same persons or entities, or both,
may be acting as my Trustee and as my Personal Representative, my Trustee is authorized to
rely conclusively upon my Personal Representative's certification of (i) the estimation of all of
the taxes imposed upon my estate; (ii) the amount, if any, required to satisfy any debts and
expenses of my estate; (iii) the amount, if any, required to satisfy any cash bequests made by
me in my Will; and (iv) the designation or characterization of the applicable assets which are
fiduciary accounting principal and which are fiduciary accounting income. My Trustee shall
15
have no duty to (i) determine the accuracy, designation or characterization, or propriety of any
amount, of assets so certified; (ii) see to the application of any amount paid, or any property
delivered, to my Personal Representative; or (iii) withhold distribution of any applicable asset
or assets (unless otherwise provided in this instrument).
ARTICLE V
DISTRIBUTION UPON THE DEATH OF THE SETTLOR
Section 1. Distribution of the Trust Estate
Upon my death, in default of the total or partial, as the case may be, exercise of the
general.power to appoint described in Section (4} of Article II of this instrument, my Trustee
shall distribute the principal and the accumulated income, if any, of the Tiust Estate to the
following beneficiaries as follows:
a. Cash Bequests
None
b. Special Bequests
The Trustee shall distribute the Settlor's tangible personal property pursuant to the
letter(s) of instruction she has placed, or will place, in the Essential Docuinents Section of this
Trust Binder.
c. Special Devises . � ,
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._. .None _
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d. Residual Trust Estate
The remaining Trust Estate shall be allocated and distributed in equal shares to the
following beneficiaries:
Wendy Louise Henry
Pemry I,ee Costopoulos
(i) In the event that Wendy Louise Henry is not living, her fractional share of the
remaining Trust Estate shall be distributed to Penny Lee Costopoulos.
(ii) In the event that Penny Lee Costopoulos is not living, P�,nny Lee Costopoulos'
fractional share of the remaining Trust Estate shall be distributed to her then living issue, per
stirpes, subject to the trust distribution as follows:
The Trustee shall place each of the beneficiary's fractional share of the remaining Trust
Estate into a separate and distinct Trust for the benefit of said beneficiary. The Trustee shall
make distributions of principal and accumulated income, if any, outright and free of trust, to
each beneficiary from his/her Share or Trust as follows:
Twenty (20%) percent upon attaining the age of twenty-one (21) years, or
immediately in the event that the beneficiary has already attained said age at the
time that the Trust Estate is to vest; and
Twenty (20%) percent of the remaining balance upon attaining th� age of twenty-
six (26) years, or immediately in the event that the beneficiary has already
attained said age at the time that the Ttust Estate is to vest; and
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The remaining balance upon attaining the age of thirty (30) years, or immediately
in the event that the beneficiary has already attained said age at the time that the
Trust Estate is to vest.
The Trustee may make discretionary distributions of income and/or
principal to each of the beneficiaries from his/her Share or Trust so retained in
addition to the above distributions, as the Trustee believes desirable for the
health, education, maintenance, or support of the said beneficiary, after
considering all of the circumstances and factors deemed pertinent by the Trustee.
Any undistributed net income shall be accumulated and added to the principal of
the applicable Share or Trust for said beneficiary.
Each beneficiary shall receive distributions from his/her Share or Trust
independently of any other beneficiary's distributions.
In the event that Penny Lee Costopoulos passes away without surviving issue, Peruiy Lee
Costopoulos' fractional share of the reinaining Trust Estate shall be distributed to Wendy Louise
Henry.
Section 2. Continuing Shares for any Younger Beneficiaries
(a) Existing Share or Trust
If any additional property is distributable to a beneficiary for whom a Share or Trust has
been created hereunder, said property shall be added to that Share or Ttust; and
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(b) No Existing Share or Trust
If any property is distributable under the provisions of this Article to any beneficiary for
whom a Share or Trust has not been created, and who has not yet attained the age of twenty-one
(21) years, my Trustee shall retain any such property for any such beneficiary in a separate
Share or Trust for any such beneficiary in which the said beneficiary's interest is indefeasibly
vested, to be distributed to the said beneficiary when the said beneficiary reaches the age of
twenty-one (21) years. My Trustee shall apply as much of the net income and principal of the
Share or Trust so retained as my Trustee believes desirable for the health, education,
maintenance, or support of the said beneficiary, after considering all of the circumstances and
factors deemed pertinent by my Trustee. Any undistributed net income shall be accumulated and
added to the principal of the applicable Share or Trust for the said beneficiary.
Section 3. No Surviving Beneficiaries
In the event that none of the beneficiaries set forth herein are surviving at the time that
the entire Trust Estate is to vest, then, upon the death of the last surviving beneficiary, the then
remaining Trust Estate shall be distributed to my estate, in which the identity of my heirs shall
be determined under the intestate laws of the Commonwealth of Pennsylvania.
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. Section 4. Generation-Skipping Transfer T� Authorization
(a) Power to Allocate
My Trustee has the authority to allocate any portion or all of my exemption under Section
2631(a) of the Code to any property as to which I am the transferor, including any propez-ty
transferred by me during my lifetime as to which I did not make any such allocation prior to my
death. If Section 2631(a) of the Code is not interpreted as to allow a Trustee to allocate the said
exemption, then my Ttustee is expressly authorized to instruct my Personal Representative to
allocate the said exemption.
(b) Division of the Trust Estate and Allocation of the Exemption:
If a Trust or Share hereunder would be partially exempt from the federal
generation-skipping transfer tax by reason of an allocation of the federal generation-skipping
transfer tax exemption to such a Trust or Share, then before such an allocation, my Trustee may,
in my Trustee's discretion, divide such a Trust or Share into two separate Trusts or Shares of
equal or unequal value so that one such Trust or Share will have an inclusion ratio of zero and
the other such Trust or Share will have an inclusion ratio of one, so as to permit an allocation
of the exemption solely to the one Trust or Share which would be entirely exempt from the
federal generation-skipping transfer tax. In addition, if a Trust or Share hereunder is entirely
exempt or non-exempt from the federal generation-skipping transfer tax and that by adding
property to such a Trust or Share would partially subject such a Trust or Share to the federal
generation-skipping transfer tax, my Trustee, in my Trustee's discretion, may hold the said
property as a separate Trust or Share in lieu of making such an addition. Except as otherwise
provided in this Trust, the aforementioned two Trusts or Shares shall have the same terms and
20
conditions, but my Ti-ustee may (i) make different tax elections with respect to each separate
Trust; (ii) expend the principal and exercise any other discretionary powers differently with
respect to each separate Trust; (iii) invest the principal differently with respect to each separate
Trust; and (iv) take any and all other actions consistent with each separate Trust being separate
entities. However, my Trustee shall not make any discretionary distributions from the income
or the principal of the exempt Trust or Share to the beneficiaries who are non-skip persons so
long as any readily marketable assets remain in the non-exempt Trust or Share.
If my Trustee considers that any distribution from a Trust or Share hereunder, other than
pursuant to a power to withdraw or appoint, is a taxable distribution subject to the federal
generation-skipping transfer tax payable by the distributee, my Trustee may increase the
distribution by an amount which my Trustee would estimate to be sufficient to pay such a tax,
and my Trustee shall charge the same against the Trust or Share to wt,ich the tax relates.
If my Trustee considers that any termination of an interest in Trust property hereunder
is a taxable termination subject to the federal generation-skipping transfer tax, my Trustee may
pay such a tax from the portion of the property as to which the tax relates, without any
adjustment of the relative interests of the applicable beneficiaries.
` 21
ARTICLE VI
THE TRU5TEE
Section l. Nomination and Appointment
�; �- :;:�
,�..
(a) Named Trustees -.-� f ' `i { '' `` ' '
I hereby nominate and appoint myself, Ruth C. Kessler, as Trustee of this Trust. In the
event that I am unable or unwilling to serve or to continue to serve in such capacity for any
reason, then I appoint Edward F. Kessler as the Successor Trustee. In the event Edward F.
Kessler is unable or unwilling to serve or to continue to serve in such capacity for any reason,
then Wendy Louise Henry shall become Successor Trustee.
(b) Resignation
Any Trustee or Successor Trustee may resign by a written notice, and any such
resignation shall become effective thirty (30) days after the later of the delivery of such a written
notice to me (unless I am at that time deemed to be disabled or incompetent as defined under
Article III of this instrument, in which case such a delivery shall be to any appointed legal
representative of mine, but only if there be one) and to the next successive Trustee. After my
death, any Tiustee or Successor Trustee may resign by a written notice, and any such resignation
shall become effectivc thirty (30) days after the later of the delivery of such a written notice to
all of the then current income beneficiaries who are of legal age (and to the guardians of the then
current income beneficiaries who are minors, or are deemed to be disabled or incompetent, as
determined under Section (1) of Article VIII of this instrument) and to the next successive
22
Trustee. All of the written notices described in this Article, and elsewhere in this Tr�ust, as
applicable, shall be by certified mail, with return receipt requested, and any such notices shall
be deemed delivered upon their mailing.
(c) Successor Trustee
Anyone shall, upon request, deliver, transfer, and pay over any assets of this Trust to
a Successor Trustee upon presentation of the applicable prior Trustee's death certificate, written
notice of such prior Trustee's resignation or removal, or written evidence of such prior Trustee's
disability or incompetence {as defined in Article III of this instrument), without any duty on the
part of any such third party to inquire further as to these matters, and any such third party may
fully rely upon these written instruments from the applicable Successor Trustee and shall be fully
protected in dealing with any Tiust matter. Any Successor Trustee shall have all of the powers,
duties and discretions conferred or imposed on the original Trustee. No Successor Trustee shall
be obliged to examine the accounts and actions of any previous Truste:e. No Trustee shall be
liable for any act or omission of any previous Trustee, unless the same be due to such Trustee's
own misconduct or gross negligence. Any Successor Trustee shall becoine responsible for the
Trust Estate only when the same shall be received by the said Successor Trustee, and in
deteimining what constitutes the said Trust Estate, the said Successor Trustee shall only be
responsible, in this regard, to make a reasonable inquiry from the Trust records which are
available from the prior Trustee.
(d) Successor Trustee Appointment
If all of the named Trustees, all of the named Successor Trustees, and all of the
appointed Successor Trustees, if any, are unable or unwilling to serve or to continue to serve
23
in such capacity for any reason, thereby requiring the appointment of another Successor Tiustee,
then a majority of the then current income beneficiaries who are of legal age (and the guardians
of any of the then current income beneficiaries who are minors, or are deemed to be disabled
or incompetent, as determined under Section (1) of Article VIII of this instrument) shall appoint
a Successor Trustee. In the event a majority of the then current income beneficiaries who are
of legal age (and the guardians of any of the then current income beneficiaries who are minors,
or are deemed to be disabled or incompetent, as determined under Section (1) of Article VIII
of this instrument) shall fail, for any reason, to promptly appoint such a Successor Trustee, the
then or last acting Trustee may then apply to a court of proper jurisdiction for such an
appointment and for a settlement of account.
Section 2. Compensation and Accounting
(a) Compensation
Any Trustee shall be entitled to compensation which is allowed to Tntstees by the laws
of the Commonwealth of Pennsylvania. Any Trustee shall also be entitled to reimbursement for
any expenses necessarily incurred by any such Trustee in the administration of this Trust.
(b) Accounting
My Trustee shall render an annual statement of account of receipts and disbursements,
upon written request, to any beneficiary who is eligible to receive current income from this
Trust. In addition, to the extent allowed by law, I waive any requirement of giving formal or
informal notice of any Trust proceedings to any person, such as may be required under the laws
of the Commonwealth of Pennsylvania or any other jurisdiction in which my Trustee may act
24
or qualify. Furthermore, to the extent allowed by law, this Trust shall not be registered in any
court, except any such temporary filing or registration as may be required by any court action
involving this Trust.
Any statement of account rendered hereunder may be approved (i) by a written notice
of approval delivered to my Trustee; (ii) by the failure of any person receiving any such
statement of account to express an objection, in writing, to the said account, delivered to my
Tiustee within ninety (90) days from the date upon which the said account was delivered; or (iii)
by a decree of a court of proper jurisdiction. Upon the receipt of any such written notice of
approval, or upon the pas�age of the said period of time within which an objection may be filed,
but without which any such objection, in writing, was, in fact, delivered to my Trustee, any
such account shall be deemed to be approved, and my Trustee shall be released and discharged
as to all of the items, matters, and things set forth in any such account, as if any such account
had been settled and allowed by a decree of a court of proper jurisdiction. Any such approval
by any such court shall be upon a petition by my Trustee, or by the party objecting to the said
account, with notice to any such persons and in such manner as the said court shall determine.
In regard to any and all such written instruments, if any applicable beneficiary is disabled or
incompetent (whether temporarily or permanently, and as defined under Section (1) of Article
VIII of this instrument), my Trustee may use, in my Trustee's discretion, any of the alternatives
available ta my Trustee under the provisions of Section (1) of Article VIII of this instruinent,
and any of the said alternatives shall suffice in regard to the approval of any statement,
25
inventory, or account and shall have the same effect as if any such beneficiary had been of full
age, or without disability or incompetency, as the case may be, and as if the said beneficiary had
directly approved the said statement, inventory, or account.
Furthermore, any records of this Trust shall, at all reasonable times, be open to the
reasonable inspection of myself, the aforementioned income beneficiaries, and any such other
persons as I or the said income beneficiaries may designate for that purpose.
Section 3. Bond
To the extent allowed by law, no Trustee shall ever be required (i) to give any bond or
any other security; (ii) to qualify; (iii) to make an accounting to any coUrt under the provisions
of any present or future laws of any state or territory, or (iv) to obtain the approval or order of
any court in the exercise of any power or discretion herein given (unless otherwise provided in
this instiument).
ARTICLE VII
THE POWER5 AND DUTIES OF THE TRUSTEE
Section l. General Powers and Duties
(a) Investment and Other Powers and Duties
My Trustee of each Trust or Share established hereunder shall have continuing and
discretionary powers (unless otherwise provided in this instrument) to deal with any property,
real or personal or mixed, held in any such Trusts or Shares. Such powers may be exercised
26
independently and without the prior or subsequent approval of any court or judicial authority,
and no person dealing with my Tiustee shall be required to inquire into the propriety of any of
the actions of my Trustee. Also, my Trustee shall not be limited as to the type and character
of any investinents in which my Trustee may invest the funds of this Trust. Furthermore, my
Trustee shall have the following general powers in addition to, and not by way of limitation of,
the powers provided by law:
l. To retain any such property for any period, whether or not the same be
of the character permissible for investments by fiduciaries under any applicable law, and without
regard to any effect the said retention may have upon the diversification of the assets in the Trust
Estate;
2. To render liquid the Trust Estate, or any Trust or Share created hereunder,
in whole or in part, at any time, and to hold cash or any readily marketable securities of little
or no yield (unless otherwise provided in this instrument), for any such period as my Trustee
may deem advisable;
3. To make a division or distribution of the Trust E:�tate, or of the principal
of any Tivst or Share created hereunder, in cash or in kind, or partly in cash and partly in kind,
in any proportion my Trustee deems advisable, and to cause any specific Trust or Share, or
distribution, to be composed of cash, other property, or undivided fractional shares in any such
property (unless otherwise provided in this instrument), different in kind from any other Trust,
Share, or distribution, and to have the specific authority to distribute or otherwise deal with any
such property in the Trust Estate on a non-pro-rata basis;
27
4. To allocate to principal or to income, in whol� or in part, all of the
receipts and the disbursements of the Trust Estate, in my Trustee's reasonable discretion (unless
otherwise provided in this instrument);
5. To open and maintain any bank or other account and any safe deposit box
with any bank or safe deposit company (including any Trustee hereunder), with the specific right
to nominate any agent pertaining to any such bank or other account or safe deposit box;
6. To sell, transfer, exchange, convert, otherwise dispose of, or grant options
with respect to, any security or property, real or personal or mixed, held as part of the Trust
Estate, at public or private sale, with or without security, and in such manner, at such time, for
such purposes, for such prices, and upon such terms, credits, and conditions as my Trustee may
deem advisable;
7. To invest and reinvest in common trust funds (including any such funds
which may or may not be or have been established and operated by and under the control of my
Trustee), common stocks, preferred stocks, bonds, options, securities, mutual funds, inoney
market funds, or other liquid asset funds maintained by brokerage houses and other financial
institutions, partnerships, and other property, real or personal or mixed, foreign or domestic,
whether or not such investments may be of the character permissible by fiduciaries under any
applicable law, and without regard to the effect any such investment or reinvestment may have
upon the diversification of the assets in the Trust Estate. This includes, but is not limited to,
short sales, buying on margin, maintaining margin accounts, and pledging any securities as
security for loans and advances made to my Trustee;
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8. To vote in person at any meetings (and during any adjournment of any
such meetings) of stock or security holders, and to vote by general or limited proxy with respect
to any such shares of stock or other securities held by my Trustee;
9. To join in, become a part of, or oppose any reorganization, readjustment,
recapitalization, foreclosure, merger, voting trust, dissolution, consolidation, or exchange, and
to deposit any securities with any committee, depository, or Trustee, and to pay any and all fees,
expenses, and assessments incurred in connection therewith, and to exercise conversion,
subscription, or other rights, and to make any necessary payments in connection therewith, and
to sell any such privileges;
10. To hold any securities in the name of a nominee without indicating the
Trust character of any such holdings, whether or not such holdings are unregistered or are in
such a form as will pass by delivery;
11. To possess, manage, insure against loss by fire or other casualties,
dev�lop, subdivide, control, partition, mortgage, lease, or otherwise deal with any and all real
property, and to satisfy, discharge, or extend the term of any mortgage thereon, and to execute
the necessary instruments and covenants to effectuate the foregoing pow�.rs, including the giving
or granting of options in connection therewith, and to make improvements, sttuctural or
otherwise, and to abandon the same if any such real property be deemed to be worthless or not
of a sufficient value to warrant keeping or protecting, in my Trustee's reasonable discretion, and
to abstain from the payment of any taxes, water charges, rents, assessments, repairs, or
maintenance and upkeep of the same, and to permit any such real property to be lost by a tax
sale, or any other proceeding, and to convey the same for a nominal consideration, or without
29
any consideration, and to set up appropriate reserves out of the income for repairs,
modernization, and the upkeep of any buildings, including reserves for depreciation and
obsolescence, and to add any such reserves to the principal, and, if the income from any such
applicable property itself should not suffice for any such purposes, to advance any incoine of
this Trust for any sums needed therefor;
12. To lease any asset of the Trust Estate (whether or not any such asset be
real, personal, or mixed property in nature) beyond the period fixed by statute for leases made
by a Trustee, and beyond the duration of the Trust Estate or any Trust or Share created
hereunder;
13. To deal in any way with any insurance or other contract (including any life
insurance policy on iny life or the life of another beneficiary of this Trust), with such a power
to include, but not be limited to, any rights consistent with all of the incidents of ownership,
payments, dividends, surrender values, and benefits of any kind which may accrue on account
of any such contract, and the right at any time to assign, pledge, use, or borrow money thereon,
or to change the beneficiary thereof, provided, however, that any such contract is, in fact,
owned by this Trust at any such applicable time or times;
14. To borrow money for any purpose, from any source, including my
Trustee, or any other fiduciary at any time acting hereunder, and to secure the repayinent of any
and all of the amounts so borrowed by a mortgage or pledge of any property, or to hypothecate
any Trust asset as security;
30
15. To pay, compromise, compound, adjust, submit to arbitration, sell, or
release any claims or demands of the Trust Estate, or any Trust or Share created hereunder,
against others, or of others against my Trustee, as my Trustee may deem advisable, and
including the acceptance of any deeds of real property in satisfaction of bonds and mortgages,
and to make any payments in connection therewith, which my Trustee may deem advisable;
16. To employ attorneys, or other special agents, as my Trustee may deein
necessary for the best interest of the Trust Estate, but my Trustee shall not be responsible for
any of the acts of any such persons or entities beyond my Trustee's obligation to use reasonable
care in the selection of any such attorneys or other agents;
17. To incur and pay from the Trust Estate any and all of the reasonable
expenses in connection with the management, preservation, and administration of any of the
Trusts or Shares hereof (including the compensation for any Trustee, and including any
reasonable fees and charges of any attorneys or other agents); and
18. To execute and to deliver any and all of the written instruments which are
deemed advisable by my Trustee to carry out any of the foregoing powers. No party to any
such instrument signed by my Trustee shall be obligated to inquire as to the validity of any such
instrument.
Section 2. Administration of Shares
My Ti-ustee may administer any and all of the Trusts and Shares created herein, in my
Trustee's reasonable discretion, as separate and distinct but commonly administered Trusts or
Shares, as the case may be (unless otherwise provided in this instrument).
31
Section 3. Merger of Trusts
If at any time my Trustee is a Trustee of two or more Trusts or Shares with substantially
the same terms and benefitting the same beneficiaries, and created here�nder or under any other
instrument by me or by any other person, my Trustee inay commingle the assets of such Trusts
or Shares and may hold them as a single Trust.
5ection 4. Minimum Trust Fund
Notwithstanding anything to the contrary herein, if the value of any Trust created
hereunder is valued at less than fifty thousand dollars ($50,000.00) on (i) the date as of which
any such Trust shall have become fully funded, or (ii) on any subsequent date as of which any
such Ti�ust shall be valued, my Trustee may, in my Trustee's reasonable discretion, terminate
the said Trust and transfer, convey, and pay over the assets of the said Trust, outright and free
of trust, proportionately to the then current income beneficiaries of the said Trust, in accordance
with the amount or amounts called for under the provisions of the said Trust, and in which event
any applicable remaindermen shall not be considered as having a vested interest in the said Trust
so conveyed.
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5ection 5. Tax Equalization
My Trustee is authorized, but not required, to equalize the tax treatment given to any
beneficiary, due to this Trust being potentially complex in nature and subject to the throwback
iules of the Internal Revenue Code of 1986 (hereinafter referred to as "the Code"), as amended.
Any such equalization of any such tax treatment shall be in the reasonable discretion of my
Trustee.
Section 6. T� Returns
My Trustee shall furnish to my Personal Representative such information with respect
to this Trust, including the value of the assets in the Trust Estate, as my Personal Representative
may, from time to time, request for the purpose of preparing any and all of the applicable tax
returns, and any such other information as may be required or requested by my Personal
Representative during any audit process relating to any such tax returns.
Section 7. Business Interests
If at any time, during my lifetime or after my death, my Trustee is the owner of any
business, whether as a sole proprietor, as a holder of a substantial interest in any partnership,
or as a holder of a substantial interest in the outstanding stock of any cvrporation, including the
stock of a professional corporation, my Trustee shall complete the terms of any buy-sell or other
agreement in regard to the sale or other disposition of any such business, which inay be in
existence at such applicable time. In the event that there is no such existing agreement, my
Tiustee may continue any such business, as allowed by law, so long as my Trustee sl�all deem
33
it in the best interest of this Trust, and my Trustee may exercise all of the powers with respect
to any such business which I could have exercised as an owner. These powers shall include,
but not be limited to, the power to sell or liquidate any such business at any such price and upon
any such terms as my Trustee shall deem advisable; the power to nat�e or change directors,
officers, and employees; and the power to expand, limit, alter, incorporate, merge, or
reconstitute any such business in any way, as my Trustee shall deem advisable. In the absence
of any actual notice to the contrary, my Trustee may accept, as correct, any financial or other
statements rendered by the managers of any such business as to the same's conditions and
operations, from time to time. If any such business is retained and continued by my Trustee,
my Trustee shall receive such coinpensation, in addition to that to which my Trustee would
otherwise be entitled as a Trustee, if any, as will reasonably compensate my Trustee for my
Ttustee's additional services in regard to the management and operation of any such business,
and rny Trustee shall in no way be liable for any loss resulting from any such retention,
continuance, management, or operation of any such business, the acts of any such business, or
the acts of any directors, officers, or employees of any such business, except where any such
loss is the result of my Trustee's own misconduct or gross negligence.
(a) S Corporations
If at the time of my death, I, or this Trust, holds any stock in an S corporation, and my
Trustee deems it advisable for any such corporation to maintain its Subchapter S status, in iny
Trustee's reasonable discretion, my Trustee may take all of the necessary actions to segregate
any such S corporation stock and assets of this Trust, and may form new Trusts and may amend
34
the terms of this Trust (but only for this purpose) as would be necessary to establish any
Qualified Subchapter S Trusts to hold any such S corporation stock and assets, in compliance
with Sections 1361(b) and 1361(d)(3) of the Code.
Section 8. Special Trustee
If at any time during the existence of this Trust, any real property located outside of the
state or territory in which any corporate Trustee then serving hereunder is authorized to do
business becomes part of the Trust Estate, or if any transfer to this Trust of any such real
property is contemplated, and if any such corporate Trustee is unable or unwilling, for any
reason, to act or to continue to act as a Trustee for any such real property, then, in that event,
any such corporate Trustee shall appoint an individual or individuals or another proper
corporation, or a combination thereof, to act as a Special Tiustee hereunder in the place of the
said corporate Trustee, but solely with regard to any such real property. Any such appointed
Special Trustee shall have full responsibility and authority over any such real property, as if the
said Special Trustee were originally named hereunder, the aforementioned corporate Trustee
shall retain unto itself sole authority over all of the other assets in the Trust Estate, and any such
appointed Special Trustee shall have no responsibility, authority, or liability, in any way and at
any time, over any other assets in the Trust Estate. Any such appointed Special Trustee shall
serve in such a capacity over the aforementioned real property only foi as long as the applicable
real property remains an asset in the Trust Estate, or until the said Special Trustee is removed
by a written instrument, at the discretion of the aforementioned corporate 'Trustee, from such
a capacity. During such time that any sueh appointed Special Trustee serves hereunder, the said
35
Special Trustee shall remit all of the applicable income to the aforementioned corporate Trustee,
at least annually, and at any such time as the applicable rea( property is no longer an asset of
the Trust Estate, then the said appointed Special Trustee shall cease to serve in such a capacity
and all of the applicable assets, together with any accumulated or undistributed income thereon,
shall be turned over to the aforementioned corporate Trustee, and the said Special Trustee shall
thereupon be discharged from any further responsibility, authority, or liability for any of the
applicable assets.
Section 9. Environmental Matters
(a) Trust-Related Assets Defined
Trust-related assets shall mean all of the property, whether real, personal, tangible or
intangible, in which my estate (or any entity in which my estate has, or at any time had, an
interest) has, or at any time had, an interest.
(b) Right to Investigate
No Trustee so nominated and appointed shall be obligated to serve in any such capacity
until such a time as such a Trustee has been given an opportunity to conduct any such
environmental or other investigations, as such a Trustee deems appropriate, in connection with
any matter such a Trustee deems relevant in this regard. Furthermore, I agree that this Trust
shall indemnify and hold harmless any such Trustee from and against any and all losses, suits,
obligations, fines, damages, judgments, penalties, interest, claims, injunctive relief, charges,
costs, and expenses (including any reasonable attorneys' fees and disbursements) which may be
iinposed on, incurred, or paid by, or asserted against any such Trustee by reason of, or on
36
account of, or in connection with, any environmental matters in any manner relating to or arising
out of any Trust-related assets, whether or not arising out of my actions or negligence, or
otherwise, whether or not arising from any events occurring prior to or after the execution of
this instrument, and whether or not arising before or after any such Trustee is appointed
hereunder, but excluding any matters directly arising from the misconduct or gross negligence
of any such Trustee. Such matters shall include, but not be limited to:
1, Failure to Comply
The failure or alleged failure of any person to fully comply with all of the
requirements of any federal, state, or local law or regulation having as its object the protection
of the public health, natural resources, or the environment, including, but not limited to, the
Resource Conservation and Recovery Act, the Comprehensive Environmental Response,
Compensation and Liability Act, the Toxic Substances Control Act, the Federal Water Pollution
Control Act, the Clean Air Act, and any applicable state and local laws and regulations
(hereinafter collectively referred to as the "environmental laws"); and
2. Release or Presence of Certain 5ubstances
The release or presence, or alleged release or presence, of any substance of which
the manufacture, use, treatment, storage, transportation, removal, or disposal is regulated by any
environmental laws (hereinafter collectively referred to as the "hazardous substances").
(c) Other Rights
Any such Trustee may specifically disclaim any powers held as a fiduciary hereunder on
the basis that the said Trustee has detennined, in the said Trustee's discretion, that any such
powers will or may cause the said Trustee to incur liability under any environmental laws.
37
Moreover, any such Trustee may accept as correct the interpretation of any environmental
laws as set forth in (i) any judicial or administrative proceedings, or (ii) any guidance, proposed
guidance, publication, draft guidance, policy, practice, or other pronouncement, prornulgation,
or statement of or from the Environmental Protection Agency of the United States, the
Department of Environmental Regulation of the Commonwealth of Pennsylvania, or any other
agency or municipality or authority with jurisdiction over any Trust-related assets. Also, any
such Trustee, with respect to any Trust-related assets, shall have the discretionary power to
notify any federal, state, or local governmental authority of the presence or release of any
hazardous substances, or of any noncompliance, past, present, or future, with regard to any
environmental laws. In addition, the following rights shall be held by any such Trustee:
1. No Duty to Investigate
Any such Trustee shall be under no duty to exercise any of the aforementioned
powers dealing with any environmental matters in regard to the said Tcustee, and any such
Trustee shall not be liable to any beneficiary or other person for exercising or failing to exercise
any such powers; and
2. Discretionary Power Over This Trust
Any such Trustee, with respect to any Trust-related assets, shall have the
discretionary power (unless otherwise provided in this instrument) to use and expend the income
and principal of this Trust:
i. To conduct any audit, assessment, or investigation, deemed
appropriate by any such Trustee, regarding the compliance with any envirorunental laws or the
presence or release of any hazardous substances;
38
ii. To remedy the presence or release of any hazardous substances or
any failure to comply with any environmental laws;
iii. To comply with any governmental order directing the assessment
or remedy of the presence or release of any hazardous substances, or to contest such order, as
any such Trustee may detertnine;
. iv. To instilute any legal proceedings concerning any environmental
matters, or to contest or settle any legal proceedings brought by any local, state, or federal
agency, or private litigant concerning any environmental matters; and
v. To employ legal counsel, environmental consultants, and any other
agents to assist any such Trustee in exercising any of the foregoing pc�wers.
In regard to any such Trustee, all of the aforementioned shall survive the resignation of
the said Trustee, if applicable, and the closing of my estate and any Trust or Share under this
Trust.
Section 10. Co-Trustee Provisions
While two or more Trustees are acting, the following provisions shall apply where the
context permits (unless otherwise provided in this instrument):
(a) Custody of the Assets
One Trustee may have custody of the Trust Estate and of the books and records of the
Trust;
39
(b) Power to Buy and Sell the Assets
Ruth C. Kessler shall have the power to buy or sell any Trust asset, and the power to
establish any bank or similar account (including the power to draw on any applicable checks or
drafts, and to make any withdrawals from any such account), on the sole authority and signature
of Ruth C. Kessler, and without the approval of any other Ttustee, but in all other cases, any
Co-Trustees must act jointly with each other; and
(c) Delegation of Joint Powers
With respect to any matter as to which any Trustees have joint powers, any given
Trustee, at any time and from time to time, may delegate any or all of such a Trustee's rights,
powers, duties, and discretions (as a Trustee) to any other Trustee or Trustees then serving, with
the consent of the latter.
� � ARTICLE VIII
ADMINISTRATIVE PROVISIONS
The following provisions shall apply to the Trust Estate created hereunder and to each
Trust or Share thereof:
Section l. Disability or Incompetency of a Beneficiary
In the event that the income, or any payment or distribution of principal, from the Trust
Estate, or any Trust or Share, becomes payable to a minor, to a person who has been
adjudicated incompetent (whether temporarily or permanently), or to a person not adjudicated
40
incoinpetent, but who, by reason of illness, or mental or physical disability (whether temporary
or permanent), is, in the opinion of my Trustee, unable to administer properly such a payment
or distribution, then during such time or times, as my Trustee deems advisable, such a payrnent
or distribution shall be made by my Trustee (i) to any such beneficiary directly; (ii) to the
legally appointed guardian, conservator, or committee of any such beneficiary; (iii) to a relative
or friend of any such beneficiary, for such beneficiary's health, education, maintenance, or
support; (iv) to a custodian selected for any such beneficiary under a Uniform Transfers to
Minors Act (or similar or successor statute), whether or not the applicable custodian is selected
by my Trustee or has already been serving as the said custodian; (v) to directly provide, in any
other manner, for such a beneficiary's health, education, maintenance, or support; or (vi) to
retain such a payment or distribution in Trust for up to twenty-one (21? years of age of such a
beneficiary, in the discretion of my Trustee, and if not otherwise sooner paid or distributed, any
such payment or distribution shall be paid or distributed directly to such a beneficiary, or to the
estate of such a beneficiary upon the death of such a beneficiary. Notwithstanding anything to
the contrary herein, this specific Section shall not apply when I am the applicable beneficiary.
Section 2. Spendthrift Provision
No disposition, charge, or encumbrance of either the income or the principal of any of
the separate Trusts or Shares of this Trust, in whole or in part, by any beneficiary hereunder,
by way of anticipation, shall be of any validity or legal effect, or be in any way considered by
my Trustee, except for any such beneficiary's right to disclaim. No such income or principal,
in whole or in part, shall in any way be payable to any claim of any creditor, by any kind of
41
legal or equitable process (including bankruptcy proceedings), in satisfaction of any debt or
liability no matter when incurred in regard to any such beneficiary, except in those cases where
my Trustee, in my Trustee's discretion, approves the credit extended and the assignment of such
a beneficiary's interest hereunder as collateral therefor. In exercising any such discretion, my
Trustee shall ascertain whether or not it would be in the best interest of such a beneficiary that
credit be accepted and collateral given. My Trustee is specifically authorized to withhold any
payments or distributions that would otherwise be payable to any such beneficiary, in order to
enforce the terms and provisions of this Section.
Section 3. Incontestability
If any beneficiary of this Trust, other than myself, directly or indirectly shall contest or
dispute the validity of this Trust, or any of its provisions, or any amendments thereto, including
the dispositions made or provided herein, or the person or persons named as my Trustee or
Successor Trustee, either during my lifetime or after my death, or maintains before any judicial
body that this is not a valid Trust, or seeks to cancel or avoid any of the provisions of this
Trust, then I revoke absolutely the gift or provision for that person herein contained and declare
any such gift or provision void. Any such contesting beneficiary shall be deemed to have
predeceased me without leaving any lineal descendants for all purposes in regard to this Trust,
and any such gift whatsoever in regard to this Trust shall lapse.
42
Section 4. Accrued Income
Any income accrued or undistributed at the termination of any ii�terest under this Trust
or any Share thereof, shall be paid by my Trustee as income to the persons entitled to the next
successive interest, in the proportions in which any such persons are entitled to take any such
interest (unless otherwise provided in this instrument).
Section 5. Minimuin Income
No Tiustee shall be required to comply with the provisions of any present or future laws
of any state or territory which deal with unproductive or under-productive assets, or any
minimum income requirements of any kind (unless otherwise provided in this instrument).
Section 6. Rule Against Perpetuities Savings Clause
Notwithstanding anything to the contrary herein, no Trust or Share, in whole or in part,
created herein shall continue longer than twenty-one (21) years after the death of the last of all
of the beneficiaries hereunder who were living at my death. Any such Trust or Share so
terminated shall be distributed, outright and free of trust, proportionately to the then current
income beneficiaries of the said Trust or Share, in accordance with the amount or amounts called
for under the provisions of the said Trust or Share, and in which event any applicable
remaindermen shall not be considered as having a vested interest in the said Trust or Share so
conveyed.
43
ARTICLE IX
SIMULTANEOUS DEATH PROVI5IONS
Section 1. Other Beneficiaries
If any beneficiary and I shall die under such circumstances that there is not sufficient
evidence to presumptively determine the order of our deaths, then it shall be presumed that I
shall have survived the said beneficiary, and the Trust Estate shall be administered and
distributed in all respects in accordance with such a presumption (unless otherwise provided in
this instrument}.
ARTICLE X
RULES OF INTERPRETATION
Section l. Construction
I direct that any devises under this instrument shall be construed under the rules of
construction relating to devises under a Will as found in the Pennsylvania Probate Code, as
amended, including, but not limited to, the provisions dealing with general definitions,
abatement, advancements, improper distributions, nonpayment of interest, a right of retainer,
and the effect of a subsequent birth.
. 44
Sectio�i 2. Headings
The headings used in this instrument are for convenience only and shall not be resorted
to for any interpretation of this Trust.
Section 3. Definitions
a. Trustee
Trustee shall also refer to any successor or alternate trustee. All successor or alternate
trustees shall have the same powers, authorities, obligations, and limitations as the original
trustee unless other provisions specifically provide to the contrary.
b. Per Stirpes
Per Stirpes means a distribution in equal shares among living children and the
descendants of deceased children, the latter to take by representation, except that if all persons
qualified to take a portion of a distribution are of the same degree ot kinship to the ancestor
referred to, then such persons shall take in equal shares.
c. Per Capita
Per Capita means a distribution in equal shares according to the number of individuals,
all of whom stand in equal degree of kinship to the decedent, without reference to right of
representation.
4S
5ection 4. Miscellaneous
Whenever the context so requires, the masculine shall include the feminine and the
neuter, the feminine shall include the masculine and the neuter, the singular shall include the
plural, and the plural shall include the singular. If any portion of this Trust is held to be void
or unenforceable, the balance of this Tiust shall, nevertheless, be carried into effect.
46
ARTICLE XI
ACCEPTANCE BY THE TRUSTEE
My Trustee acknowledges receipt of the property described in the Schedule A attached
hereto, ar,cepts the Trust hereby created, and covenants that my Trustee will faithfully discharge
all of the duties and responsibilities of the office under this Tiusteeship.
IN WITNESS WHEREOF, Ruth C. Kessler has signed and sealed this Trust Agreement,
consisting of forty-eight (48) typewritten pages, including the next page, and has acknowledged
and declared it to be the Settlor's Trust Agreement, and Ruth C. Kessler has accepted the Tiust
imposed thereunder, upon the terms and conditions contained therein, on this �� day
of ����'��-.�.. , 1996.
Witnesses as to the Settlor:
'�. ' ��.-�....�--A..,� �`_. �.�.��-z.-f
. Ruth C. Kessler, Settlor
Witnesses as to the Trustee:
� � 'J��k-�,h. �- ��.3z.,•-�_.�.C..Q.-�,�..f
, Ruth C. Kessler, Trustee
47
AFFIDAVIT OF PROOF OF TRUST
COMMONWEALTH OF PENNSYLVANIA )
) SS.
COUNTY OF CUMBERLAND )
We, Ruth C. Kessler, ��m�s �. ���R- ,
(Witness)
and _����`,�- C1���„�,,� , the Settlor and the
(Witness)
witnesses, respectively, whose names are signed to the foregoing Ttust, being first duly sworn,
do hereby declare to the undersigned officer that on the 2u day of /l�,v �u� ,
1996, the Settlor signed, sealed, acicnowledged and declared the foregoing instrument as the
Settlor's Trust Agreement; that the Settlor signed the instrument as the Settlor's free and
voluntary act for the purposes therein expressed; that each of the witnesses, in the presence and
hearing of the Settlor, at the Settlor's request, and in the presence and hearing of each other,
signed the said Trust as a witness; and that to the best of the knowledge of each of the
witnesses, the Settlor was at that time eighteen (18) or more years of age, of sound mind, and
under no constraint or undue influence.
����4 �\. 7\.�✓��Q,�.:�
Ruth C. Kessler, Settlor
� ��
Wit e
.
Witness
SWORN TO AND ACKNOWLEDGED BEFORE ME by the Settlor, Ruth C. Kessler,
and sworn to and acknowledged before me by
G',a2,-.e�..� �` ����''� and � ,
the witnesses, this � day of /( �� , 1996.
,
_ j,
Notary Public
My Commission Expires: �
Nc�,�a�.�il '
f�au��T.�sass:Ns�t�ry Ps,�stic
P�ilbres Twp,P,u�cs Cou��v
�y f;amrru�:�un Lx�res Jan.27,1�7
, �� ----�
48
GENERAL ASSIGNMENT TO TRUST AND
DECLARATION 4F TRUST OWNERSHIP
The undersigned Assignor hereby sets over, conveys and assigns to Ruth C. Kessler
(a.k.a. Ruth Kessler) (a.k.a. Ruth Clemson) as Trustee of the Revocable Living Tiust Agreement
entitled "The Ruth C. Kessler Revocable Trust" previously but on this date duly executed by the
Assignor, as SETTLOR and as Initial TRUSTEE, as the saine may be amended from tiine to
time (hereinafter referred to as the "Assignee" and/or as the "Trust"), any and all assets and
interests in assets of whatsoever nature of kind, real or personal, of the Assignor, whether
presently owned or hereafter acquired (regardless of the means by which acquired), including,
but not limited to, bank accounts (such as checking, savings, certificates of deposit, and the
like); mutual and money market funds of all kinds; securities (such as stocks, bonds, treasury
bills, notes receivable, and the like); agency and custody accounts (such as accounts with banks,
brokerage firms, and the like); and real estate and interests in real est�.te wheresoever located
(such as whole, partial and/or undivided ownership interests, in fee simple or otherwise,
mortgages, land contracts, leaseholds, mineral interests, and the like), EXCLUDING
HOWEVER, any assets which may now or hereafter be owned by the Assignor and any other
person(s) as joint tenant(s) but including any such jointly titled assets immediately upon the
termination, whether by death or otherwise, of the ownership interests of all other joint tenant(s).
The undersigned further affirms and declares that, from and after the date hereof:
1. All assets described above will be held by the Assigiiee solely and exclusively for and
in behalf of the Trust as true owner [subject to any and all instructions from the then acting
Trustee(s) of said Trust];
2. Except to the extent of beneficial interests provided to the Assignor under the terins
and provisions of the Trust (as now written and as the same,may be amended in the future fro�n
time to time), the Assignor have and shall have no personal interest in any of the assets or
interests in assets described above; and
3. All liabilities which relate in any way to the acquisition, retention and/or improvement
of, or which are a lien upon, any of the assets referred to in this Assi��unent and Declaration
shall be borne by the Trust.
This Assignment and Declaration is intended to be, and shall be, binding upon the
heir(s), administrator(s), executor(s), successor(s) and assign(s) of the Assignor and shall be
revocable only by a written instrument executed with the formalities of a deed to be recorded
by the Assignor and/or by any one (1) or more of the then acting Trustee(s) of said Trust (with
or without indicating such fiduciary capacity).
��
GENERAL ASSIGNMENT TO TRUST AND
, DECLARATION OF TRUST OWNERSHIP
Page Two
This Assignment and Declaration is intended to, and does hereby, revoke any and all
substantially similar assignment(s) and/or declaration(s) previously executed by Assignor with
respect to any and all assets governed by or subject to this Assigiunent and Declaration.
IN WITNESS WHEREOF, we hereby set our hands this ��a � �' day
of :�?�.�,�,,�.._ , 1996.
�i, ' ���.�.�-St-��.J � 1�.-a_,4...�s�-,�
WI S Ruth C. Kessler
WITNESS
COMMONWEALTH OF PENNSYLVANIA )
_ )-SS.
COUNTY OF CUMBERLAND )
On the �-� 7� day of ��� ��'� '�t , 1996, before me
personally appeared Ruth C. Kessler, who is personally known to me or who produced
as identification, and who executed the foregoing
instiument, and acknowledged to and before me that she executed said instrument for the
purposes herein contained, and who did (did not) take an oath.
Gc��.�.��.
Not Pub 'c
��h� . � �-�-
Print ame
My Commission Expires:
�awt�ri�l Se�t
�u�r+e�:Serfass,tvotary 6�v�c
PAiMor�i g�v�.,Bur�cs�.�r�ty
�fij�arrmu,ssan Expires Jar,.27,1��
-t• ' <y( �
-.... �. — � v���1..,n_.--:-4" �i:.
ASSIGNMENT OF TANGIBLE PERSONAL PROPERTY
I hereby assign all of the right, title, and interest that I hold in connection with any and
all tangible personal property that is now or may be in the future located on the premises
commonly known as 155 Clemson Dr., Carlisle, Pennsylvania, 17013, to that certain declaration
of trust referred to as THE RtT'TF�I C. KESSLER REVOCABLE TRUST, dated March 20, 1996.
This assignment shall include, but not be limited to, such items as household furnishings,
personal belongings, jewelry, collectibles, pictures, paintings, and similar works of art.
I intend that this assignment sha11 be conclusive evidence of a valid assignment of the said
arkicles to that certain declaration of trust. The sole consideration shall be love and affection.
IN WITNESS WHEREOF I set my hand this '2--� day of Y1�-u_ — �" � ,
1996.
n
�:�� � �'.�.-���.�.�
RUTH C. KESSLER
COMMONWEALTH OF PENNSYLVANIA )
) SS.
COUNTY OF CUMBERLAND )
�.
, �' On this �the� Z' � day of � ��' , 1996, 6efore me,
~�'"��-��-�-�- �- r%-z-- , `the undersi ned officer ersonall a eared RUTH C.
g � P Y pp
,�T�ESSLER, known o me or satisfactorily proven to be the person whose name is subscribed to
;i the within instrument and acknowledged that she executed the same for the purposes therein
contained.
IN WITNESS WHEREOF, I hereunto set my hand and official seal.
,,� 'r
'i
�L:�ca.��G-,-�.�. /� _ --�'�--.-z'--_-
�
NOTA�Y PUBLIC '
f�
My Cbmm. Expires:
�� h�t�'t�a'.'`i,"���I
�311�1(tc e �;t��;::1�`�.hs:J:al}��ll�Y;
t�ii°Ead Twp.;6t.�s i,o�nty
�Ry C'Amr't�fSsiott E.icp�es,l�n.27.1397
.,Pannsylv�a�a�a'i c��vatan�
SCHEDULE A
The following is a descripiion of the original assets of The Ruth C. Kessler Revocable
Trust.
Cash in the amount of One Hundred Dollars ($100). All of the S}:�tlor's jewelry, wearing
apparel, personal effects, furniture, furnishings, rugs, books, papers, pictures, prints, paintings,
objects of art, silverware, china, glass, linens, other household effects and supplies, and all other
unregistered tangible personal property of whatsoever description and wheresoever situated.
The First Amendment
to the
Ruth C. I�essler Revocable 'I'rust
On March 20, 1996, I,Ruth C. Kessler, signed the Ruth C. Kessler Revocable Trust,more
' fonnally known as:
The Ruth C. Kessler Revocable Trust dated March 20, 1996
Pursuazit to Article II of my Revocable Trust, which pemuts me to amend my Revocable
Trust in writing at any time,I now wish to amend my Revocable Tnist as follows:
` Article V, Section l.c. of my Revocable Trust is hereby revoked in its entirety and amended
as follows: -
Section 1. Distribution of the Trust Estate
c. Specific Devise
x �„ ,
_ (i) ; Life Estate in Residence
If the real estate located at 42 Tunbridge Lane, Carlisle, Cumberland County,
Pennsylvania, is a part of my trust estate and notwithstandirlg any preceding
provisions of this Article, if I asn survived by my spouse, EDWARD F. KESSLER,
then my spouse shall have the right to occupy such residence, or replacement
therefor, for the lifetime of my spouse, at no charge, together with all furniture,
furnishings and appliances located therein, excluding Trustor's personal
possessions. No assignment of this life estate or any right accruing therefrom shall
be made, in whole or in part,without the prior written consent of my Trustee.
Upon the death of iny spouse, my Trustee shall distribute iny interest in such
residence in accordance with the remainder of my Trust Estate.
In the event that my spouse predeceases me, the above life estate shall lapse, and my
interest in such residence shall be distributed in accordance with the remainder of
my Ttust Estate.
i
EXHIBIT
� �
I executed this amendment on ��.� �� ���� .
I certify that I have read the foregoing amendment to my Revocable Trust, and that it
correctly states the changes I desire to make in my Revocable Trust. I approve this amendment to
my Revocable Trust in all particulars, and request my Trustees to execute it.
Trustor:
.� � ���
Ruth C. Kessler
Trustees:
5��,��..�.�. (� �
Ruth C. Kessler
z
ACKNOWLEDGEMENT
COMMONWEALTH OF PENNSYLVANIA .
: SS
COUNTY OF DAUPHIN .
The foregoing amendment to the Ruth C. Kessler Revocable Trust was acknowledged
before me on ��� � ���� ,by Ruth C. Kessler as Trustor and Trustee.
Witness my hand and official seaL
My commission expires:
�� � � ���:�.�v�
..�.�Z�-�.J� .�'; s
No�'ary Public
� � '
� � : � ,�_ ���3E�
� � �
;`" � �.rt-:t�r
a fl, i :;a „ _ ,.;w i:..r.r.6,2QC3_ .
�..,�:.�w�.�.�,�.�...�.«,_.,..,.�,�..�,.��..�r..a.�a
3
The Second Amendment
to the
Ruth C. Kessler Revocable Trust
On March 20, 1996, I,Ruth C. Kessler, signed the Ruth C. Kessler Revocable Trust,more
formally known as:
The Ruth C. KesslerRevocable Trust dated March 20, 1996
Pursuant to Article II of my Revocable Trust,which permits me to amend my Revocable
Trust in writing at any time,I now wish to amend my Revocable Trust as follows:
Article VI,Section 1(a),of my Revocable Trust is hereby revoked in its entirety and
. k+i.>>'�, . � .. ... . . ..
amended as follows:
Section l.'' Nomination and Appointment
(a) ' Named Trustees
I hereby nominate and appoint myself, Ruth C. Kessler, as Ti-ustee of this Trust. In the
event that I am unable or unwilling to serve or to continue to serve in such capacity for
any reason, then I appoint Edward F. Kessler as the Successor Trustee. In the event
Edward F. Kessler is unable or unwilling to serve or to continue to serve in such capacity
for any reason, then Wendy Louise Henry and Penny Lee Costopoulos shall serve jointly
as Successor Trustees.
EXHIBIT
�
�
I executed this amendment on s��� � � ����
I certify that I have read the foregoing amendment to my Revocable Trust, and that it
correctly states the changes I desire to make in my Revocable Trust. I approve this amendment to
,my Revocable Trust in alt particulars, and request my Trustees to execute it.
Trustor:
�� e- �
Ruth C.Kessler
Trustee:
� ' C- ' 1 i
-�..-
Ruth C. Kessler
ACKNOWLEDGEMENT
'COMMONWEALTH OF PENNSYLVANIA ' .
: SS
COUNTY OF DAUPHIN
The foregoing amendment to the Ruth C. Kessler Revocable Trust was acici�owledged
before me on ��� # � ���� ,by Ruth C. Kessler as Trustor and Trustee.
Witness iny hand and official seal.
My commission expires:
�� �' �
Notary� Public .�,.- ���,n,.,_�,�� -
� . . . . . � � �� � d'a�;"sii3•'if.�Si v��d1 � � . . .
!_is�.�a f�.��:4�¢r��#�,�et�ry f'ublic
��=r, 3wN,, ��.up�in C�uraty
tv9u Gorr��,.ss5.�n�xcire�Ntsv.8,�i��7�
LAST WILL AND TESTAMENT
OF
RUTH C. KESSLER
I, Ruth C. Kessler (a.k.a. Ruth Kessler) (a.k.a. Ruth Clemson), a resident of, and
domiciled in, Cumberland County, Pennsylvania, do make, publish, and declare this to be my
Last Will and Testament, in the manner following, hereby revoking all of my previous Wills and
Codicils (but not that certain Trust Agreement referred to in Articles II and IV herein, if the
same be determined to be testamentary in nature).
ARTICLE I
GENERAL PROVISIONS
(1} STATEMENT OF CITIZENSHIP
I declare that I am a citizen of the United States of America, and that my Social Security
Number is 187-16-4899.
(2) FAMILY MEMBERS
At the time of the execution of this Will, my spouse is Edwar� F. Kessler (hereinafter
referred to as "my spouse"), and my children are Wendy Louise Henry and Penny Lee
Costopoulos. My step-children are Kathy Jo Kessler, Mary Ann Kessler, Connie Jean Kessler
and John Edward Kessler (hereinafter collectively and individually, as the case may be, referred
to as "my children" or "my child"). For purposes of this instiument and for all other purposes,
the terms "child" and "children" shali NOT include adopted persons; step-children and their
issue are specifically included; the terms "grandchild" and "grandchildren" sha11�iticlude�►aopted
grandchildren, step-grandchildren and their issue; the term "issue" shall include ii.L "l��statriri's
lineal descendants of whatever degree and the lineal descendants of step-children, adopted ___
grandchildren and step-grandchildren. Furthennore, for purposes of this instrument and for all
other purposes, persons in gestation, later born alive, shall be considered a person in being.
ARTICLE II
DEBTS AND TAXES
(1) PAYMENT OF DEBTS, EXPENSES, AND TAXES ��''' ��'`"�`��"Z (�e��l<���
�Cy 4'' �t Ys'���G�G��
I direct that all of my legally enforceable debts and expenses, including, but not limited
to, any expenses of my last illness, any funeral or cremation expenses (including, but not limited
to, the costs of inemorials of alI types and memorial services), any allowances by court order
for those individuals dependent upon me, any expenses of the administration of my estate
(including any expenses of any ancillary proceeding that may be necessary in ar.other state or
country), and any estate, inheritance, or other ueath taxes of any nature (tagether with any
interest and penalties) that may be payable upon or with respect to any property, or any interest
therein, required to be included in my estate or taxable to any person receiving any such
property, be paid as soon as practical after my death by my Personal Representative, and I
hereby authorize and empower my Personal Representative, in the case of any claim made
against my estate, to settle and d' EXHIBIT '-� the sole and absolute discretion of
� �
my Personal Representative. Moreover, to the extent that the assets of my probate estate,
exclusive of any real estate or tangible personal property, are insufficient to pay all, or any part
of, the legally enforceable debts and expenses of my estate, any estate, inheritance, or other
death taxes of any nature, or any cash bequests under this Will, if any, my Personal
Representative shall demand payment thereof from the Trustee of �he--�c�war�--�---�r�d-Ruth C ..�" : .-
Kessler Revocable Trust dated �a..�.� 02.0 , 1996, but subject to the terms, _
conditions, and limitations of that certain Trust Agreement which are applicable to the payment �
of any such sums.
(2) DISCHARGE OF LIENS
In the event that any property, or interest in any property, passing under this Will, or
otherwise, by reason of my death, shall be encumbered by a mortgage or lien, or shall be
pledged to secure any obligation (whether or not the property, or the interest in any such
property, so encumbered or pledged shall be owned by me individually or jointly), then it is my
intention that any such indebtedness shall not be charged to, or paid by, my estate.
AItTICLE III
SPECIFIC BEQUESTS
(1) PERSONAL EFFECTS
All of my clothing, jewelry, personal effects, boats, automobiles, and all other tangible
personal property, not otherwise specifically,disposed of herein or otherwise, which are owned
by me at the time of my death (except any cash on hand or on deposit, any property used in a
trade or business, and any other property held for the production of income), I bequeath to my
spouse. If my spouse shall not survive me, this bequest shall lapse and shall pass to my
residuary estate.
(2) PROPERTY INSURANCE POLICIES
All of my insurance policies which provide indemnity for the loss of any of my personal
or real property by fire, windstonn, or any other casualty, including any claim for any such loss
of any such property which I might have at the time of my death against any insurance company,
I bequeath any such policies or claims respectively to those persons who shall become owners
of the applicable properties by reason of my death, whether or not any such ownership be
acquired under this Will or otherwise.
(3) COST OF DELIVERY
If, with respect to the aforementioned bequests, it is necessary to effect the delivery of
my tangible personal property or any insurance policies to a beneficiary who is to respectively
receive the said bequests, my Personal Representative shall arrange for, and pay the costs of,
any shipments incurred in making any such deliveries.
2
ARTICLE IV
: RESIDUARY ESTATE ��'� ��'�' `�� l�e Y�' /l��;1
Sc u f r 3�-f'�J �a c�,'C r`L.
(1) RESIDUARY DISTRIBUTION
���;.z
I give the balance of my estate, all of which is herein referred to as my residuary estate,
to the Trustee of The Edward F. and Ruth C. Kessler Revocable Tiust dated ��� ' �� :
�cr.u� �0 , 1996, to be administered by the terms provided in the said Trust
Agreement as it now exists or as it may be amended at the time of my death, notwithstanding
that any such amendment or amendments may have been made subsequent to this Will. It is not
my intention to exercise any power of appointment I may have, except as any such power of
appointment may be specifically exercised. The receipt of the said Trustee under the said Trust
Agreement shall be a full acquittance and discharge to my Personal Representative for the
property so distributed. Upon distribution to the said Trustee, the administration of my estate
shall cease with respect to the assets passing to the said Trustee, and the said Trustee shall not
be subject to the control of any court in which my Will may be probated.
(2) SAVINGS PROVISION
If, for any reason, the aforementioned Trust Agreement shall not be in existence at the
time of my death, or, if for any reason, a eourt of proper jurisdiction shall declare this transfer
to the said Trustee of the said Trust Agreement to be invalid, then I �.�irect that the residuary
estate shall be held, managed, invested, and reinvested in exactly the same manner described in
the said Trust Agreement, giving full effect to all of the then existing amendments to the said
Trust Agreement, and the residuary estate shall be managed by the same Trustee (or, as
appropriate, the successor or successors therein named, as defined in that certain Tiust
Agreement). Thus, for those purposes, I do hereby incorporate that certain Trust Agreement
by reference, into this, my Will. Notwithstanding the foregoing, if my Personal Representative
has presumptive evidence that the reason the said Trust Agreement is not in existence at the time
of my death is due to my intention and act to revoke the said Trust Agreement (by physical
destruction or otherwise), then it is my intention that my Personal Representative and any court
of proper jurisdiction shall, in good faith, ignore the dispositive scheme called for under the said
Trust Agreement, and instead, my estate shall be distributed in accordance with the controlling
intestacy laws then in effect.
ARTICLE V
THE PERSUNAL REPRESENTATIVE
(1) NOMINATION
I hereby nominate Edward F. Kessler as my Personal Representative. In the event that
my Personal Representative is unable or unwilling to serve or to continue to serve in such
capacity for any reason, then I nominate Wendy Louise Heru-y as the First Successor Personal
Representative. In the event that Wendy Louise Henry is unable or unwilling to serve or to
continue to serve in such capacity for any reason, then I nominate Mary Ann Kessler as the
Second Successor Personal Representative.
3
(2) COMPENSATION
Any Personal Representative shall be entitled to compensation which is allowed to
Personal Representatives by the laws of the Commonwealth of Pennsylvania. Any Personal
Representative shall also be entitled to reimbursement for any expenses necessarily incurred by
any such Personal Representative in the administration of my estate.
(3) BOND
To the extent allowed by law, no Personal Representative shall ever be required to give
bond or other security, to qualify, to make an accounting to any court under the provisions of
any present or future laws of any state or territory, or to obtain the approval or order of any
court in the exercise of any power or discretion herein given (unless otherwise provided in this
instrument).
ARTIC�E VI
THE POWERS AND DUTIES OF THE PERSONAL REPRESENTATIVE
(1) GENERAL POWERS AND DUTIES
My Personal Representative, or any successor, shall be governed by the appropriate
provisions of the Pennsylvania Statutes, as amended, that are not in conflict with this instrument,
and shall have all of the additional powers and protection granted by statute to Personal
Representatives. In addition to, but not in limitation of, any common-law or statutory authority,
and without application to any court, the Personal Representative, or any successor, shall follow
the directions hereinafter given and shall exercise, in the Personal Representative's sole and
absolute discretion(unless otherwise provided in this instrument), the powers and responsibilities
hereinafter given. The aforementioned shall also apply to any Trustee, at the time of
application, with respect to any Trust Agreement created under this instrument.
(2) INVESTMENT AND OTHER POWERS AND DUTIES
With respect to both real and personai property, and for the pur�oses of obtaining funds
for the payment of any debts, expenses of administration, taxes, payment of devises, and for
making distributions, conversion into cash, management of property, and for every other
purpose, iny Personal Representative may acquire, retain, invest, reinvest, exchange, lease, sell,
borrow, mortgage, pledge, transfer, and convey in any such manner, on any such terms, and
at any such times, all without limit, as my Personal Representative may deem advisable (unless
otherwise provided in this instrument), even if any such terms may extend beyond the expected
administration of my estate. No person dealing with my Personal Representative shall be
required to inquire into, or shall be held liable with regard to, the necessity or propriety of any
transaction, nor as to the application of any money or property paid or delivered in connection
with any such transaction.
4
(3) POWER TO DISPOSE OF ESTATE ASSETS
I hereby give to my Personal Representative the full power and authority, at any time,
to sell, mortgage, pledge, exchange, dispose of, or otherwise deal with any property comprising
my estate, upon any such terms as my Personal Representative shall deem advisable; to settle
and compromise any and all claims in favor of, or against, my estate as my Personal
Representative shall deem advisable; and for any of the foregoing purposes, to make, execute,
and deliver any and all deeds, contracts, mortgages, bills of sale, or any other instruments
necessary or desirable therefor. My Personal Representative is expressly authorized to postpone
the final distribution of my estate pending the final determination of any tax liabilities in
connection therewith.
(4) PAYMENTS OR DISTRIBUTIONS TO MINORS
In the event that there is to be a payment or distribution from my estate to a donee who
is a minor at such time, then at such time, as my Personal Representative deems advisable, any
such payinent or distribution shall be made by my Personal Representative (i) to any such minor
directly, (ii) to any such parent of the minor, (iii) to any such other person having custody of
the minor, (iv) to the legally appointed guardian, conservator, or committee of any such minor,
or (v) to a custodian selected for any such minor under a Uniform Transfers to Minors Act (or
similar or successor statute), whether or not the applicable custodian is selected by my Personal
Representative or has already been serving as the said custodian. If there is no such custodian,
the applicable custodian may be appointed by my Personal Representative, and any person or
entity. serving as my Personal Representative may be appointed as th�, said custodian (unless
otherwise provided in this instrument).
(5) CHARITABLE PLEDGES
My Personal Representative may pay any pledges made by me in writing, if, in the
discretion of my Personal Representative, I would have wanted such pledges paid.
(6) TAX MATTERS
(a) Tax Returns: I specifically authorize and empower my Personal Representative
to execute and file any applicable income tax returns for the year in which my death occurs, and
for any years prior thereto. I also authorize and empower my Personal Representative to
execute and file any gift tax returns, if any such gift tax returns are required for the year in
which my death occurs, and for any years prior thereto. My Personal Representative shall incur
no personal liability for any action taken in good faith in accordance with either of the foregoing
authorizations. If I leave a spouse, my Personal Representative may file any joint income or gift
tax returns with my surviving spouse.
(b) Elections In General: My Personal Representative shall have the power to allocate
to the income or the principal of my estate, in whole or in part, any of the receipts and the
disbursements of my estate, in my Trustee's reasonable discretion (unless otherwise provided
5
in this instrument). It is my direction that any applicable property interests, which may be
determined as a result of my Personal Representative's reasonable discretion, shall, in fact, be
the interests that any such beneficiaries shall receive under this instrument.
ARTICLE VII
SIMULTANEOUS DEATH PROVISIONS
(1) SPOUSE
If my spouse and I shall die under such circumstances that there is not sufficient evidence
to presumptively determine the order of our deaths, then it shall be presumed that my spouse
shall have survived me, and my estate shall be administered and distributed in all respects in
accordance with such a presumption (unless otherwise provided in this instrument).
(2) OTHER BENEFICIARIES
If any beneficiary, other than my spouse, and I shall die under such circumstances that
there is not sufficient evidence to presumptively determine the order of our deaths, then it shall
be presumed that I shall have survived any such beneficiary, and my estate shall be administered
and distributed in all respects in accordance with such a presumption (uniess otherwise provided
in this insti�ment).
ARTICLE VIII
JOINTLY-OWNED PROPERTY
If, at the time of my death, I am a joint owner, co-owner, or individual owner of any
real estate, bank account, or savings account in any commercial bank or savings institution,
bond, or any other security or instrument of indebtedness which is registered or issued in my
name and that of another person or persons, or any other property held as tenants by the entirety
or as joint tenants with right of survivorship, or which is payable to either a co-owner or to the
survivor of them, then I give, devise, and bequeath all of my right, title, and interest in any such
property to the surviving joint owner thereof. It is my understanding that all of my right, title,
and interest in and to any such property will pass to any such surviving joint owner or owners
upon my death by operation of law, but I do, nevertheless, make these provisions in order to
eliminate any question as to the right of any such surviving joint owner or owners to succeed
to the ownership of any such property upon my death.
ARTICLE IX
RULES OF INTERPRETATION
(1) HEADINGS
The headings used in this instrument are for convenience only and shall not be resorted
to for any interpretation of this WiIL
6
(2) MISCELLANEOUS
Whenever the context so requires, the masculine shall include the feminine and the
neuter, the feminine shall include the masculine and the neuter, the singular shall include the
plural, and the plural shall include the singular. If any portion of this Will is held to be void
or unenforceable, the balance of this Will shall, nevertheless, be carried into effect. Also, the
provisions of this Will shall be interpreted pursuant to the laws of the Commonwealth of
Pennsylvania, in which state I have made my domicile.
IN WITNESS WHEREOF, I have affixed my signature to this, my Last Will and
Testament, consisting of eight (8) typewritten pages, including the next page, on this r��"�day
of .i�� ���-r'i , 1996.
���� � �
��, .�,. �,� /..
Ruth C. Kessler, Testatrix
SIGNED, SEALED, PUBLISHED, AND DECLARED by the said Ruth C. Kessler, as
the Testatrix's Last Will and Testament, in the presence of the undersigned who, at the
Testatrix's request and in the Testatrix's presence and in th�resence of each other, have
hereunto subscribed our names as witnesses thereto, this � day of �J,�,�c�-
1996. �
Witnesses: Residence:
,� ���
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7
AFFIDAVIT OF PROOF OF WILL
COMMONWEALTH OF PENNSYLVANIA )
COUNTY OF CUMBERLAND ) SS.
)
We, Ruth C. Kessler, �,Q� �s � ���,�
and ���� (Witness) '
, the Testatrix and the
(Witness)
witnesses, respectively, whose names are signed to the foregoing Last Wili and Testament,
being first duly sworn, do hereby declare to the undersigned officer that on the .;2�% r�da
of .{'a'��_,��j , 1996, the Testatrix signed, sealed, published, and declared the
foregoing instrument as the Testatrix's Last Will and Testament; that the Testatrix signed the
instrument as the Testatrix's free and voluntary act for the purposes therein expressed; that each
of the witnesses, in the presence and hearing of the Testatrix, at the Testatrix's request, and in
the presence and hearing of each other, signed the Last Will and Testament as a witness; and
that to the best of the knowledge of each of the witnesses, the Testatrix �v�s at that time eighteen
(18) or more years of age, of sound mind, and under no constraint or undue influence.
� ��c�t?�., �. �.�.--.��-�..�,i
Ruth C. Kessler, Testatrix
�
W� ne s
Witness
SWORN TO AND ACKNOWLEDGED BEFORE ME by the Testatrix, Ruth C. Kessler,
and sworn and acknowledged before me by
, �` ��'�""" and - -
the witnesses, this �-G �
day of �fe� , 1996.
G%r�� �.
Notar Public —
My Commission Expires:
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�m ar�a s�.s.�ciati�n r�;�;�t�
g
FIRST CODICIL
TO THE LAST WILL AND TESTAMENT
OF
RUTH C. KESSLER
I,RUTH C. KESSLER A/K/A RUTH KESSLER�1/K/A RUTH CLEMSON A/K/A
RUTH A. CLEMSON, of Cumberland County, Pennsylvania, declare this to be my First Codicil
to my Last Will and Testament dated March 20, 1996.
1• I hereby revoke ARTICLE II, Section(1), of my Last Will and Testament dated
March 20, 1996, and substitute therefor the following:
(1) PAYMENT OF DEBTS, EXPENSES, AND TAXES
I direct that all of my legally enforceable debts and expenses, including, but not limited to, any
expenses of my last illness, any funeral or cremation expenses (including, but not
limited to, the costs of inemorials of all types and memorial services), any
allowances by court order for those individuals dependent upon me, any expenses
of the administration of my estate (including any expenses of any ancillary
proceeding that may be necessary in another state or country), and any estate,
inheritance, or other death taxes of any nature (together with any interest and
penalties) that may be payable upon or with respect to any property, or any
interest therein, required to be included in my estate or taxable to any person
receiving any such property, be paid as soon as practical after my death by my
Personal Representative, and I hereby authorize and empower my Personal
Representative, in the case of any claim made against my estate, to settle and
discharge any such claim, in the sole and absolute discretion of my Personal
Representative. Moreover, to the extent that the assets of my probate estate,
exclusive of any real estate or tangible personal property, are insufficient to pay
all, or any part of, the Iegaily enforceable debts and expenses of my estate, any
estate, inheritance, or other death taxes of any nature, ar any cash bequests under
this Will, if any, my Personai Representative shall demand payment thereof from
the Trustee of The Ruth C. Kessler Revocable Trust dated March 20, 1996, but
subject to the terms, conditions, and limitations of that certain Trust Agreement
which are applicable to the payment of any such sums.
Z. I hereby revoke ARTICLE IV of my Last Will and Testament dated March 20,
1996, and substitute therefor the following:
(1) RESIDUARY DISTRIBUTION
I give the balance of my estate, all of which is herein referred to as my residuary
estate, to the Trustee of the Ruth C. Kessler Revocable Tnist dated March 20, 1996,
to be administered by the terms provided in the said Trust Agreement as it now
exists or as it may be amended at the time of my death, notwithstanding that any
such amendment or amendments may have been made subsequent to this Will. It is
not my intention to exercise any power of appointment. I may have, except as any
such power of appointment may be specifically exercised. The receipt of the said
Trustee under the said Trust Agreement shall be a full acquittance and discharge to
my Personal Representative for the property so distributed. Upon distribution to the
said Trustee, the administration of my estate shall cease with respect to the assets
passing to the said Trustee, and the said Trustee shall not be subject to the control of
any court in which my Will may be probated.
In all other respects, I hereby ratify, confirm and republish my Last Will and Testament
dated March 20, 1996, together with this First Codicil thereto, as and for my Last Will and
Testament.
IN WITNESS WHEREOF, I have hereunto set my hand and seal this ��� `� '����
��, �'_ �
�'� ����
f� �� RUTH C. KESSLER A/K/A
t RUTH KESSLER AIK/A
,������� RUTH CLEMSON A/K/A
�C � RUTH A. CLEMSON
SIGNED, sealed, published and declared on the date thereof by the above named RUTH
C. KESSLER A/K/A RUTH KESSLER A/K/A RUTH CLEMSON A/K/A RUTH A.
CLEMSON and for the First Codicil to her Last Will and Testament dated March 20, 1996, in
the presence of us, who at her request, in the presence of each other, have subscribed our names
as witnesses.
,�
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ACKNOWLEDGEMENT
COMMONWEALTH OF PENNSYLVANIA .
COUNTY OF DAUPHIN � SS
We, RUTH C. KESSLER A/K/A RUTH KESSLER A,/K/A RUTH CLEMSON A/K/A
RUTH A. CLEMSON� � �.�rC�.�������f%�.��rtr�r�� and 1� 6'�� ��%���.� ��. �(�;i t�`"��(" , the
,
Testatrix and the witnesses respectively, whose names are signed to the attached or foregoing
instrument, being first duly sworn, do hereby declare to the undersigned authority that the
Testatrix signed and executed the instrument as her First Codicil to her Last Will and Testament,
that she signed willingly(or willingly directed another to sign for her), and that she executed it as
her free and voluntary act for the purposes therein expressed, and that each of the witnesses, in
the presence and hearing of the Testatrix, signed the Codicil as witness and that to the best of
their knowledge the Testatrix was at that time eighteen years of age or older, of sound mind and
under no constraints or undue influence.
���. c ��� C�� ��, � �.�. �. �
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,.�TESTATRIX
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WITNES `�-
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WITNES ' . ., ,
_�,
Subscribed, sworn to and acknowledged before me by RUTH C. KESSLER A/K/A
RUTH KESSLER A�K/A RUTH CLEMSON A/K/A RUTH A. CLEMSON, the Testatrix, and
subscribed and sworn to before me by '��,�`,��;c���� �•� � ��,����,f j�.� and
`� ���� ` ���\'�` �� � �� (` `� , witnesses, this �'�� � ����
a
,.��..�.,�:�.c-���,.: �" ,�,�,;:����°�.-���
- L� �
(SEAL) NOTARY PUBLIC
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REGISTER OF WILLS CERTIFICAT� OF
CUMBERLAIVD COUNTY GRANT O�' LETTERS
PENNSYLVANIA
S�
No. 2013- 00623 PA No. 21- 13- 0623
Es ta te Of: RUTH C KESSLER '
(First,Middle,Lastl
a/k/a: RUTH KESSLER RUTH CLEMSON RUTH A CLF_MSON
La te Of: SOUTH MI�DLETON TOWNSHIP
CUMBERLAND COUNTY
Deceased
Social Security No: 187-�6-4899
WHEREAS, on the 3rd day of June 20I3 instruments dated:
March 20th 1996 February 5th 2001 were admi t ted
to probate as the last will and codicil of RUTH C KESSLER
(First,Midd/e,Las11
a/k/a RUTH KESSLER RUTH CLEMSON RUTH A CLEMSON
late of SOUTH M/DDLETON TOWNSH/P, CUMBERLAND County,
who died on the I3th day of May 2013 and,
WHEREAS, a true copy of the will &codicil as probated is annexed hereto
THEREFORE, I, GLENDA FARNER STRASBAUGH , Regi s ter of Wi 11 s in and
for CUMBERLAND County, in the Commonwealth of Pennsylvania, hereby
certify that I have this day granted Letters TESTAMENTARY to:
EDWARD F KESSLER
who has duly qualified as EXECUTOR(R/Xl
and has agreed to administer the estate according to law, a11 of which
fully appears of record in my office at CUMBERLA/VD COUNTY COURT HOUSE,
CARLISLE, PENNSYL VANIA.
IN TESTIMONY WHEREOF, I have hereunto set my hand and affixed the seal
of my offi ce on the 3rd day of June 2013.
-.�.��' �
� � :�;/` ��_ ���� .� l.�
Register of rlls �.f
�;� � �.�,,��a ,� ��
-�¢-' ��� .����
Deputy
EXHIBIT
� �
**NOTE** ALL NAMES ABOVE APPEAR (FIRST, MIDDLE, LAST)
AGREEMENT TO TERIVIINATE A TRUST
THE LTNDERSIGNED, constituting all of the beneficiaries of the Revocable Trust for
Ruth C. Kessler dated March 20, 1996 (hereinafter "Trust") agree that the Trust be
terminated and that the principal of the Trust, together with any undistributed income from the
principal be distributed to the undersigned in the same proportions as they are entitled to talce
under the provisions of the Trust.
THIS AGREEMENT shall take effect only upon Court approval of the same.
_ ��
IN WITNESS WHEREOF, the beneficiaries have signed this Agreement on the `� ` ( day
of ��-%Y � �� w-.��->�', 2014. —
Witness
��,��G,��` ��� ,.� ,; SEAL
� )
WENDY NRY
,
l t__
` , ,� , , .,(SEAL)
PENNY ,COSTOPOTJLOS
EXHiBIT
� �