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HomeMy WebLinkAbout01-0002 j/P-Iqg-l REV-1500 EX + (6-00) CAPB HpRL EplO CRAC KOTK ES REV-1500 INHERITANCE TAX RETURN RESIDENT DECEDENT D E C E D E N T COMMONWEALTH OF PENNSYLVANIA DEPARTMENT OF REVENUE DEPT. 2.80601 HARRISBURG, PA 17128-0601 DECEDENT'S NAME(LAST, FIRST, ANO MIDDLE INITIAL) Porter Robert A. DATE OF DEATH (MM-DD- YEAR) OFFICIAL USE ONLY FILEftBER DI 0002 DATE OF BIRTH (MM-DD-YEAR) 04/02 2000 09/28/1929 IF APPLICABLE SURVIVING SPOUSE'S NAME LAST, FIRST, AND MIDDLE INITIAL Porter, Miriam R. X 1. Original Return 4. limited Estate 2. 4a. Supplemental Return Future Interest Compromise (date of death after 12-12-82) Decedent Maintained a living Trust NUMBER COUNTY CODE YEAR SOCIAL SECURITY NUMBER 167-24-2584 THIS RETURN MUST BE FILED IN DUPliCATE WITH THE REGISTER OF WILLS SOCIAL SECUR TV NUMBER x o 3 R date of eath . emalnder Return prior to 12-13-82) 5. Federal Estate Tax Return Required 8. Total Number of Safe Deposit Boxes X 6. Decedent Died Testate (Attac:h copy of Will) D 9. LitigatIon Proc:eeds Received X 7. o 11. Election to tax under Sec. 9113(A) (Attach Sch 0) DID. (Attach copy of Trust) Spousal Poverty Credit {date of death between 12-31-91 and 1-1-95) C P o 0 R N R D E E S N T C o M P T U A T X A T I o N COMPLETE MAILING ADDRESS NAME Donna M. Mullin Es . FIRM NAME (If Applicable) JAMES, SMITH, DURKIN & CONNELLY, LLP TELEPHONE NUMBER 134 Sipe Avenue Humrne1stown, PA 17036 17 533-32 0 1. Real Estate (Schedule A) 2. Stocks and Bonds (Schedule 8) 3. Closely Held Corporation, Partnership or Sole-Proprietorship 4. Mortgages & Notes Receivable (Schedule D) 5. Cash, Bank Deposits & Miscellaneous Personal Property (Schedule E) 6. Jointly Owned Property (Schedule F) D Separate Billing Requested 7. Inter-Vivos Transfers & Miscellaneous Non-Probate Property (7) (Schedule G or L) 8. Total Gross Assets (total Lines 1-7) 9. Funeral Expenses & Administrative Costs (Schedule H) (9) 10. Debts of Decedent, Mortgage Liabilities, & Liens (Schedule I) (10) 11. Total Deductions (total Lines 9 & 10) 12. Net Value of Estate (Line 8 minus Line 11) 13. Charitable and Governmental Bequests/See 9113 Trusts for which an election to tax has not been made (Schedule J) 14. Net Value Subject to Tax (Line 12 minus Line 13) (1) (2) (3) R E C A P I T U L A T I o N (4) (5) None None None OFFICIAL USE ONLY (6) SEE INSTRUCTIONS ON REVERSE SIDE FOR APPLICABLE RATES 15. Amount of Line 14 taxable at the spousal tax rate, or transfers under Sec. 9116(aX1,2) 192,624.52 16. Amount of Line 14 taxable at lineal rate 17. Amount of Une 14 taxable at sibling rate 18. Amount of Line 14 taxable at collateral rate 19. Tax Due 20. None No~~~ ,~- None 1,296,984.48 11,138.98 None (8) 1,296,984.48 (11) 11.138.98 (12) 1,285,845.50 (13) 1.093 .220. 98 (14) 192,624.52 x X X X o 0 .0 6 .12 .15 (15) (16) (17) (18) (19) 0.00 0.00 0.00 0.00 0.00 Copyright (c) 2000 form software only The Lackner Group, Inc. Form REV-1500 EX (Rev. 6-00) Decedent's Complete A.....ress: STREET ADDRESS 1001 Alison Avenue CITY I STATE I ZIP Mechanicsburg PA 17055 Tax Payments and Credits: 1. Tax Due (Page 1 Line 19) 2. Credits/Payments A. Spousal Poverty Credit B. Prior Payments C. Discount (1) 0.00 0.00 Total Credits ( A + B + C) (2) 0.00 3. Interest/Penalty if applicable D. Interest E. Penalty Total Interest/Penalty ( D + E) (3) 4. 1f Line 2 is greater than Line 1 + Une 3, enter the difference. This is the OVERPAYMENT. Check box on Page 1 Line 20 to request a refund (4) 5. If Line 1 + Line 3 is greater than Line 2, enter the difference. This is the TAX DUE. (5) A. Enter the interest on the tax dUe. (SA) B. Enter the total of Line S + SA This is the BALANCE DUE. (5B) Make Check Payable 10: . REGISTER OF WILLS, AGENT ",n":;;;"::i!';;"""'" .,.... jiiHnUnU:n:n:::Uiji:;i:n:nHiUH::jiijjj::iin::n::::HH:nUiU:HiHiupiUn::r:jjjU::jUiH::HiHHHU:;iiiiii:WiiiiH:::U:U:u::nUHU::::riLiHiiiiHiiiiiHiiinniii:HUiLjiiHUWUUiUiii:;LiiiUiiii:iiii:l:;,i;i!il;iin;i.U llUU':1ln:".". PLEASE ANSWER THE FOLLOWING QUESTiONS BY PLACING AN "X'; IN THE APPROPRIATE BLOCKS 1. Did decedent make a transfer and: Yes No a. retain the use or income of the property transferred; ~i ~ b. retain the right to designate who shall use the property transferred or its lncome; . c. retain a reversionary interest; or . d. receive the promise for li~e of either payments, benefits or care? 2. If death occurred after December 12, 1982, did decedent transfer property within one year of death without receiving adequate consideration? . 3. Did decedent own an "in trust for" or payable upon death bank account or security at his or her death? 4. Did decedent own an Individual Retirement Account, annuity, or other non-probate property which contains a beneficiary designation? IF THE ANSWER TO ANY OF THE ABOVE QUESTIONS IS YES, YOU MUST COMPLETE SCHEDULE G AND FILE IT AS PART OF THE RETURN. 0.00 0.00 0.00 0.00 0.00 o o IT] rn m o Under penalties of perjury, I declare that I have examined this return, including accompanying schedules and statements, and to the best of my knowledge and belief, It Is true, correct and complete. Declaration of preparer other than the personal representative Is based on all information of which preparer has any k.nowledge. SIGNATURE OF PERSON RESPONS1BLE FOR FILING RETURN Miriam R. Porter 1001 Alison Avenue ~ -- - - -- - - - - -- - - - - - -- -- -- -- - - - -- -- - - - -- - - - -- - -- -- - - -- - - /;J- ..-'1/ dTJ Mechanicsburg, PA 17055 JAMES, SMITH, DURKIN & CONNELLY, LLP 134 S Avenue DATE ~ SIGNATURE OF PREPAAER OTHER THAN REPRESENTATIVE R f o-11Lv DAlE For dates of death on or after July 1, 1994 and before January 1, 1995, the tax rate imposed on the net value of transfers to or for the use of the surviving spouse is 3% [72 P.S. 9116 (a) (1.1) (iJ]. For dates of death on or after January 1, 1995, the tax rate imposed on the net value of transfers to or for the use of the surviving spouse is 0% [72 P.S. 9116 (a) (1.1) (ii)]. The statute does not exempt a transfer to a surviving spouse from tax, and the statutory requirements for dlsclosure of assets and filing a tax relurn are still applicable even if the surviving spouse is the only beneficiary. For dates of death on or after July 1, 2000: The tax rate imposed on the net value of transfers from a deceased child twenty-one years of age or younger at death to or for the use of a natural parent, an adoptive parent, or a stepparent of the child is 0% [72 P.S. 9116 (a) (1.2)]. The tax rate imposed on the net value of transfers to or for the use of the decedent's lineal beneficiaries is 4.5%, except as noted in 72 P.S. 9116(1.2) [72 P.S. 9116(.)(1)]. The tax rate imposed on the net value of transfers to or for the use of the decedent's siblings is 12% [72 P.S. 9116(aX1.3)1. A sibling is defined, under Section 9102., as an individual who has at least one parent in common with the decedent, whether by blood or adoption. CopyrIght (cl 2000 form software only The Lackner Group, Inc. Form REV-1500 EX (Rev. 6~OO) REV~ 1510 EX + (1-97) SCHEDULE G INTER-VIVOS TRANSFERS & MISC. NON-PROBATE PROPERTY COMMONWEALTH OF PENNSYLVANIA INHERITANCE TAX RETURN RESIDENT DECEDENT ESTATE OF Robert A. Porter 04/02/2000 FILE NUMBER SSIf 167-24-2584 This schedule must be completed and 1iled i1 the answer to any of questions 1 through 4 on page 2 is yes. ITEM NUMBER 1 DESCRIPTION OF PROPERTY RELA~~8~~~I~ t'6b~~~5~~l~~J~~~~1r~E6F V~~~SFER. ATTACH ACOPYOF THE DEED FOR REAL ESTATE. Fahnestock & Co., Inc. - 5157.53 shares United Income Fund Class A in IRA account owned by decedent; beneficiary is decedent's spouse; valued per vice-president's letter. DATE OF DEATH VALUE OF ASSET 46,882.00 2 Fahnestock & Co., Inc. - 863.71 shares Chase Vista Growth & Income Fund Class B in IRA account owned by decedent; beneficiary is decedent's spouse; valued per vice-president's letter. 34,695.00 3 Prudential Securities Incorporated - Prudential Discovery Select Annuity held in account #044-278383-73, titled in the name of the Robert A. Porter Living Trust dated 1/2/96, valued per sales assistant letter. 16,245.94 4 3,334 shares Bell Atlantic, CUSIP #077853109 - 3,334 shares held by decedent, titled in the name of the Robert A. Porter Living Trust dated 01/02/1996. 207,072.66 5 7,738.568 shares Bell Atlantic, CUSIP #077853109 - 7,738.568 shares held in Partial Dividend Reinvestment Plan account #9551-7934, titled in the name of the Robert A. Porter Living Trust dated 01/02/1996. 480,637.62 6 Belco Community Credit Union - Certificate of 5,358.43 Total of Continuation Schedule(s) %OF DECO'S INTEREST 100.00% EXCLUSION (IF APPLICABLE) 0.00 100.00% 100.00% 100.00% 100.00% 100.00% TOTAL (Also enter on line 7. Recapitulation) $ (If more space is needed, insert additional sheets of the same size) Copyright (c) 1996 form software only CPSystems, Inc. 0.00 0.00 0.00 0.00 0.00 TAXABLE VALUE 46,882.00 34,695.00 16,245.94 207,072.66 480,637.62 5,358.43 506,092.83 1,296,984.48 Form REV-1510 EX (Rev. 1-97) Estate of: Robert A. Porter Sac Sec #: 167-24-2584 Date of Death: 04/02/2000 Continuation of Schedule G (Inter-Vivos Transfers & Misc. Non-Probate Property) Item Description of Property # Date of Death % Decd Exclusion Taxable Value Value of Asset Intrst Deposit account #042250 titled in the name of the Robert A. Porter Living Trust dated 01/02/1996, valued per credit union decedent estate information form. 7 Be1co Community Credit Union - Accrued interest earned on Certificate of Deposit account #042250 referenced above. 92.64 100.00% 0.00 92.64 8 Be1co Community Credit Union - Interest-bearing regular savings account #042250 titled in the name of the Robert A. Porter Living Trust dated 01/02/1996, valued per credit union decedent estate information form. 13,177.66 100.00% 0.00 13,177.66 9 Be1co Community Credit Union - Accrued interest earned on regular savings account #042250 referenced above. 2.26 100.00% 0.00 2.26 10 Be1co Community Credit Union - Interest-bearing checking account #042250 titled in the name of the Robert A. Porter Living Trust dated 01/02/1996, valued per credit union decedent estate information form. 9,127.83 100.00% 0.00 9,127.83 11 Be1co Community Credit Union - Accrued interest earned on checking account #042250 referenced above. 0.74 100.00% 0.00 0.74 Estate of: Robert A. Porter Sac Sec #: 167-24-2584 Date of Death: 04/02/2000 Continuation of Schedule G (Inter-Vivos Transfers & Misc. Non-Probate Property) Item Description of Property # Date of Death % Decd Exclusion Taxable Value Value of Asset Intrst 12 Decedent/s residence - House and lot situate at 1001 Alison Drive, Borough of Mechanicsburg, Cumberland County, Pennsylvania, titled in the names of Robert A. Porter and Miriam R. Porter, Trustees, or their successors in trust, under the Robert A. Porter Living Trust dated 01/02/1996, and any amendments thereto and Miriam R. Porter and Robert A. Porter, Trustees, or their successors in trust, under the Miriam R. Porter Living Trust dated 01/02/1996 and any amendments thereto, as tenants in common; deed reference Book 133, Page 801; valued per assessed value ($10,320) times common level ratio factor for Cumberland County (15.15); one-half (1/2) of asset's value is reported. 78,174.00 100.00% 0.00 78,174.00 13 1,076.087 units Eaton Vance - PA Muni Fund Class B held in account #5001427474, titled in the name of the Robert A. Porter Living Trust dated 01/02/1996. 10,513.37 100.00% 0.00 10,513.37 14 150.325 units Edward Jones - 150.325 units of VanKampen High Yield Muni Fund held in account #270-06778 titled in the name of the Robert A. Porter Living Trust dated 1,612.99 100.00% 0.00 1,612.99 Estate of: Robert A. Porter Soc Sec #: 167-24-2584 Date of Death: 04/02/2000 Continuation of Schedule G (Inter-Vivos Transfers & Misc. Non-Probate Property) Item Description of Property # Date of Death % Decd Exclusion Taxable Value Value of Asset Intrst 1/2/96, valued per investment representative letter. 15 150 units Edward Jones - 15,000 units of Cumberland Valley School District Bond held in account #270-06778 titled in the name of the Robert A. Porter Living Trust dated 1/2/96, valued per investment representative letter. 13,868.54 100.00% 0.00 13,868.54 16 100 units Edward Jones 10,000 units of Montgomery County PA Industrial Division Authority Bond held in account #270-06778 titled in the name of the Robert A. Porter Living Trust dated 1/2/96, valued per investment representative letter. 8,797.63 100.00% 0.00 8,797.63 17 420 shares Prudential Securities Incorporated 420 shares of Keystone Financial Inc. stock held in account #044-278383-73, titled in the name of the Robert A. Porter Living Trust dated 1/2/96, valued per sales assistant letter. 7,586.25 100.00% 0.00 7,586.25 18 2,236.046 'shares Prudential Securities Incorporated 2236.046 units of AIM Weingarten Fund held in account #044-278383-73, titled in the name of the Robert A. Porter Living Trust dated 1/2/96, valued per sales assistant letter. 74,896.36 100.00% 0.00 74,896.36 Estate of: Robert A. Porter Sac Sec #: 167-24-2584 Date of Death: 04/02/2000 Continuation of Schedule G (Inter-Vivos Transfers & Misc. Non-Probate Property) Item Description of Property # Date of Death % Decd Exclusion Taxable Value Value of Asset Intrst 19 531.678 shares Prudential Securities Incorporated - 531.678 units of Homestate Group PA Growth Fund A held in account #044-278383-73, titled in the name of the Robert A. Porter Living Trust dated 1/2/96, valued per sales assistant letter. 11,141.31 100.00% 0.00 11,141.31 20 4,154.98 shares Prudential Securities Incorporated 4154.980 units of Prudential National Municipal Fund Class A held in account #044-278383-73, titled in the name of the Robert A. Porter Living Trust dated 1/2/96, valued per sales assistant letter. 61,701.45 100.00% 0.00 61,701.45 21 73.92 shares Prudential Securities Incorporated Money market funds held in account #044-278383-73, titled in the name of the Robert A. Porter Living Trust dated 1/2/96, valued per sales assistant letter. 73.92 100.00% 0.00 73.92 22 3,689.731 shares SBC Communications Inc, CUSIP #78387G103 - 3,689.731 shares traded on the NYSE, common, held in account #15321-27942, titled in the name of the Robert A. Porter Living Trust dated 01/02/1996. 158,946.69 100.00% 0.00 158,946.69 23 Timeshare unit - One bedroom, 2 bath timeshare unit, situate at Sea Garden 6,062.50 100.00% 0.00 6,062.50 Estate of: Robert A. Porter Sac Sec #: 167-24-2584 Date of Death: 04/02/2000 Continuation of Schedule G (Inter-Vivos Transfers & Misc. Non-Probate Property) Item Description of Property # Date of Death % Decd Exclusion Taxable Value Value of Asset Intrst Beach & Tennis Club, Unit #245, Pompano Beach, FL; titled in the names of Robert A. Porter and Miriam R. Porter, Trustees, or their successors in trust, under the Robert A. Porter Living Trust dated 01/02/1996, and any amendments thereto, and Miriam R. Porter and Robert A. Porter, Trustees, or their successors in trust, under the Miriam R. Porter Living Trust dated 01/02/1996, and any amendments thereto, as tenants in common; valued per comparative market analysis; one-half (1/2) of asset's value is reported. 24 3,500.00 100.00% 3,500.00 0.00 Timeshare unit - One bedroom, 2 bath timeshare unit, situate at Fairfield Estates, Williamsburg, VA; titled in the names of Robert A. Porter and Miriam R. Porter, Trustees, or their successors in trust, under the Robert A. Porter Living Trust dated 01/02/1996, and any amendments thereto, and Miriam R. Porter and Robert A. Porter, Trustees, or their successors in trust, under the Miriam R. Porter Living Trust dated 01/02/1996, and any amendments thereto, as tenants in common; valued per comparative market analysis; one-half (1/2) of Estate of: Robert A. Porter Sac See #: 167-24-2584 Date of Death: 04/02/2000 Continuation of Schedule G (Inter-Vivos Transfers & Misc. Non-Probate Property) Item Description of Property 1/ Date of Death % Deed Exclusion Taxable Value Value of Asset Intrst asset's value is reported. 25 United States Savings Bonds - Redemption value of U.S. Savings Bonds titled in the name of the Robert A. Porter Living Trust dated 01/02/96, valued per Inventory. 46,816.69 100.00% 0.00 46,816.69 506,092.83 REV-1511 EX+(1-97) SCHEDULE H FUNERAL EXPENSES & ADMINISTRATIVE COSTS COMMONWEALTH OF PENNSYLVANIA INHERITANCE TAX RETURN RESIDENT DECEDENT ESTATE OF Robert A. Porter 04/02/2000 FILE NUMBER SSff 167-24-2584 Debts of decedent must be reported on Schedule I. ITEM NUMBER DESCRIPTION AMOUNT A. FUNERAL EXPENSES' 1 Cremation Society of Pennsylvania - Funeral goods and services 1,290.00 2 Funeral flowers 434.87 3 Honorarium for organist 75.00 4 Post-funeral reception for family and friends 315.05 B. ADMINISTRATIVE COSTS, 1. Personal Representative's Commissions Name of Personal Representative(s) Social Security Number(s) I EIN Number of Personal Representative(s) Street Address City State Zip - Year{s) Commission Paid: 2. Attorney's Fees JAMES, SMITH, DURKIN & CONNELLY, LLP 8,000.00 3. Family Exemption: (If decedent's address is not the same as claimant's, attach explanation) Claimant Street Address City State Zip - Relationship of Claimant to Decedent 4. Probate Fees 5. Accountant's Fees 6. Tax Return Pre parer's Fees 7. Other Administrative Costs 1 Guaranteed Appraisal Company - Fee for appraising Florida time 400.00 share 2 James, Smith, Durkin & Connelly, LLP - Reserved for closing costs 500.00 3 PA Department of Health, Division of Vital Records - Cost of ten 30.00 (10) additional death certificates 4 PNC Bank, N.A. - Bank service charge for providing medallion 12.00 signature guarantees 5 Postage - stamps for thank-you notes 19.80 Total of Continuation Schedulers) 62.26 TOTAL (Also enter on line 9, Recapitulation) $ 11,138.98 (If more space is needed, insert additional sheets of the same size) Copyright (c) 1996 form software only CPSystems, Inc. Form REV-1Stt EX (Rev. 1-97) Estate of: Robert A. Porter Soc Sec #: 167-24-2584 Date of Death: 04/02/2000 Item 1f Description Continuation of Schedule H-B2 (Attorney's Fees) Amount 1 James, Smith, Durkin & Connelly, LLP - Attorney fees 8,000.00 8,000.00 Estate of: Robert A. Porter Sac Sec #: 167-24-2584 Date of Death: 04/02/2000 Continuation of Schedule H-B7 (Other Administrative Costs) Item 11 Description Amount 6 U.S. Postal Service - Cost of mailing stock certificates to transfer agents via registered mail 62.26 62.26 REV-1513 EX t (1-97) COMMONWEALTH OF PENNSYLVANIA INHERJTANCETAX RETURN RESIDENT DECEDENT ESTATE OF SCHEDULE J BENEFICIARIES Robert A. Porter 55,! 167-24-2584 04/02/2000 FILE NUMBER NUMBER I. 1 NAME AND ADDRESS OF PERSON(S) RECEIVING PROPERTY TAXABLE DISTRIBUTIONS (include outright spousal distributions)' Miriam R. Porter 1001 Alison Avenue Mechanicsburg, PA 17055 RELATIONSHIP TO DECEDENT Do Not List Trustee(s) AMOUNT OR SHARE OF ESTATE Spouse Fahnestock IRA accounts & Prudential annuity account ENTER DOLLAR AMTS. FOR DISTRIBUTIONS SHOWN ABOVE ON LN. 15 THRU 17, AS APPROPRIATE, ON REV 1500 COVER SHEET II. NON-TAXABLE DISTRIBUTIONS, A. SPOUSAL DISTRIBUTIONS UNDER SEC. 9113 FOR WHICH AN ELECTION TO TAX IS NOT BEING MADE 1 Robert A. Porter Family Trust U/A dated 01/02/1996 - For the 675,000.00 benefit of the surviving spouse during her lifetime; upon death of spouse, children are beneficiaries; EIN 25-6728024; c/o Miriam R. Porter, T~ustee 1001 Alison Avenue Mechanicsburg, PA 17055 Total of Continuation Schedu1e(s) 418,220.98 B. CHARITABLE AND GOVERNMENTAL DISTRIBUTIONS TOTAL OF PART II - ENTER TOTAL NON TAXABLE DISTRIBUTIONS ON LINE 13 OF REV 1500 COVER SHEET $ 1,093,220.98 (If more space is needed, insert additional sheets of the same size) Copyright (c) 1996 form software only CPSystems, Inc. Form REV-1513 EX (Rev. '~97) Estate of: Robert A. Porter Soc See #: 167-24-2584 Date of Death: 04/02/100 Item II Continuation of Schedule J, Part II-A (Spousal Distributions Under 9113 For Which Election to Tax Not Made) Description Amount or Share of Estate 2 Robert A. Porter Survivor's Trust U/A dated 01/02/1996 for the benefit of the surviving spouse c/o Miriam R. Porter, Trustee 1001 Alison Avenue Mechanicsburg, PA 17055 418,220.98 418,220.98 FAHNESTOCK ESTABLISHED 1881 Fahnestock & Co. Inc. 1015 Mumma Road Wormleysburg, PA 17043 (71 7) 763.8200 (800) 722.2294 (71 7) 763.] 765 FAX Members of All Principal Exchanges June 29, 2000 Elizabeth S. Eck James. Smith. Durkin & Connelly P.O. Box 650 Hershey, PA 17033 Re: Trust Estate of Robert A. Porter Dear Ms. Eck: As of April 2, 2000, the value of Robert A. Porter's IRA was: 5,157.53 shares United Income Fund Class A 863.71 shares Chase Vista Growth & Income Fund Class B $46,882 $34,695 Miriam R. Porter was beneficiary and the IRA was transferred to her. Sincerely, ~~ ~,~ Marc Moonin Vice President MM/bk cc: Miriam R. Porter ~ Prudential - Raymond G. Woods Jr., CFP First Vice President - Investments Michael F. Howard, CFP Financial Advisor Prudential Securities Incorporated 3 Lemoyne Drive, Lemoyne, PA 17043 Mail: P.O. Box 7 Camp Hill, PA 17001-9852 Tel 717 761-7344 800468-8685 Fax 717 975-8426 Shelly A. Weibley Sales Asslstant P. Jay Nevel Client Service Assistant April 26, 2000 James, Smith, Durkin & Connelley Attn Betsy PO Box 650 Hershey, PA 17033 RE: Estate of Robert Porter Dear Betsy, Please be advised that Mr. Porter has an account (044-278383-73) at Prudential Securities titled: Robert A. Porter & Miriam R. Porter Co- TTEES for the Living Trust of Robert A. Porter dtd 1/2/96. The following is a list of securities held in the account as of 4/2/00. Also listed are the high and low prices as of 3/31/00 and 4/3/00. By the way, mutual funds are only priced once a day. QUANTITY DESCRIPTION 3/31/00 4/3/00 420 Keystone Fincl Inc. 18 % high 18 5/16 high 17 5/16 low 17718 low 2236,046 Aim Weingarten 34.23 32.76 531.678 Homestate PA GR Fd A 21. 76 20.15 4154.980 Pru National Muni Fund 14.85 14.85 73.92 Money Market 1.00 1.00 Pru Discovery Select Annuity 16245.94 a/o 3/30/00 If we can assist further please don't hesitate to call. ci~tJ' Shelly A. We;bley ~ Sales Assistant cc Miriam Porter The information contained herein has been obtained from sources believed reliable but not necessarily complete and cannot be guaranteed. Any opinions expressed are subject to change without notice. Neither the information presented nor any opinion expressed constitutes representation by us or a solicitation of the purchase or sale of any security. Historical Quotes Page 1 of 1 "YJ!zHoO!FINANCE 11M Home - Yahoo! - Help >Y(?':;~\\\~\1:{V;'::)"'" How areyou:'dcling siiic:~:)'ou star that neW l1;\edrCation~\,\,\'\' ;'0!,~#n":'1:ht>i;;:J,;::~lht:''!'" More Info: Quote I Chart I News I profile I Research I SEC I Msgs I Insider Historical Quotes NYSE:8EL Month Day Year Start Date: \!:'1_~:.J!f 13:1 10?i End Date: ~e.r:J~ 1?3 100 ~! Daily C Weekly C Monthly C Dividends Date Open High Low Close Volume Adj. Close* 3-Apr-00 61.75 63.0625 61.0625 63.0625 3,313,000 62.6783 31- Mar-OO 62.50 63.1875 61.125 61.125 4,623,500 60.7526 Download Spreadsheet Format * adjusted for dividends and splits,please see F AQ. Questions or Comments? Copyright IQ 1999 Yahoo! All Rights Reserved. See our Important Disclaimers and LeKal1nformation. Historical chart data and daily updates provided by Commodity Systems, Inc. (CSJ). Data and iriformation is providedfor iriformational purposes only, and is not intendedfor trading purposes. Neither Yahoo nor any of its data or content providers (such as CSI) shall be liable for any errors or delays in the content, or for any actions taken in reliance thereon. http://chart.yahoo.comlt?a=03&b=31 &c=00&d=04&e=3&:f-=00&g=d&s=bel&y=0&z= 4/20/00 Sto~ement llate S~aternenl Sequence No Bell Atlantic Direct Invest A Direct Stock Purchase and Share Ownership Plan STATEMENT OF ACCOUNT ~ --=== ~ 02/01/00 298328-01/012000 10 Account Number 9 5 5 1 - 7 9 3 4 CUlfent Dividend Optiop PARTIAL DIVIDEND REINVESTMENT 1",111",111,.,.1,1..1,1...11.1.1"",1111".11"",.111,,1,1 **************** 5-DIGIT 17055 -1265-000 ROBERT A PORTER & MIRIAM R PORTER TRS U/A DTD 1/2/96 ROBERT A PORTER LIV TR 1001 ALISON AVE MECHANICSBURG PA 17055-3910 Current Dividend Period Record Date Payment Dote Rate 01/10/00 02/01/00 .3850 Total Sllore Position Entitled To Dividend 11,049.311 Total Dividends Eom8d 4,253.98 Reinvested PortIon of Your Dividends Shores S Dividend $ Tax Withheld S Amount Reinves~ed 3,547.311 1,365.71 1,365.7 ::AR-TQ-DATE ACTIVllY tansactlon Dafe Transaction Descrlptlon $ Transaction $ Service $ Net Amount - $ price Per Share Share Transaction Total Shares Amount Fee Invested Held by the Agen\ 1/01/00 ~!lLANCE FORWARD 7,715.31: 2/01/00 INCOME REINVESTMENT 1,365.71 2.00 1,363.71 58.6361 23.257 7,738.561 VISIT OUR WEBSITE A WWW.BELL TLANT ~~.COM/INV ST vOUR INIT!AL PASSWO 0 TO VIEW YOUR CCOUNT ON LINE IS: 5845672 . ;HARE BALANCES AS OF: 02/04/00 YEAR- TO-DATE INCOME SUMMARY Shares Held by You Shores Held by the Agent Tofal Shares Market Price Markef Value of Shores $ Total Gress $ Total Taxes $ Y-T-D Per Share Dividends Reinvested Withheld ServIce f( 7,738.568 /, ~', 58.563 648,442.79 1,365.71 2.0e 3,334 11,072.56~ UPPLEMENTAL PAYMENT AND OTHER TRANSACTION FORM ACCOUNT NO,: 9551-7934 ~ IIll:=:= ~ OBERT A PORTER & MIRIAM R ORTER TRS U/A DTD 1/2/96 ROBERT PORTER LIV TR 001 ALISON AVE ECHANICSBURG PA 17055-3910 Please do not send cash or third party checks, Make checks or money orders Amount Enclosed payable to "Bell Atlantic" in U.S. dollars Account Number shouid be noted on $ check. M!N $50.00 MAX $200,000.00 Address to be used onfy when sending payments or completing .. any section of this form. Do not send certificates or ... correspondence to this address (see reverse). Make necessary corrections to address above. Mark box for depOSIt of certificates, withdrawals or taxpayer ID Number change (see reverse). ... EOUISERVE, L.P. P.O. BOX 370042 BOSTON, MA 02241 - 0742 00012480010095517934600005000200000000813 BELeo Comlllu"it~ err,1iI Uniol1 April 28, 2000 James, Smith, Durkin & Connelly Post Office Box 650 Hershey, PA 17033 Attn: Elizabeth S. Eck, Paralegal We have received your letter dated April 26, 2000, concerning the Estate of Robert A. Porter. We have looked into an account in which the deceased was either prime or joint owner and have found that we do not have any in his name. If you have any further questions or concerns, please contact me at 717-720-6260. Sincerely yours, ~ {; rrJ:Ck{J Lisa A. Michael Electronic Services Specialist BELCO COMMUNITY CREDIT UNION MAIN OFFICE 403 N. 2nd Street . P.O. Box 82 . Harrisburg. PA 17108 . (717) 23-BELCO Decedent Estate Information Form 1. Name(s) in which the account ~as held: I\::Jbe-201- POfZ.+F-,.z... 1,,-,; "'S T.r:u )5-\- Jla ~ 01', (.l.,1 A0\ Fb(2.:h:~(2... TRu:';-t-ee . Account Number: 1l4,;),;t")o Balance as of date of death: 110(.2..; \ 2. 3. ~ ~CCX.., . Regular Savings: Christmos Savings: Money Mgt Savings: Checking Savings: Accrued Balance Dividends $ ) 3 J/i.ldol$ ~,;)L, $ 'N)!::" 1$ $ N ) A 1$ $-9, I~}. a'~I$ 0.;'-1 Certificates: Balance $ S,.~~8.LL31$ $ 1$ $ 1$ Accrued Dividends g,;).. C:.,LI Certificate Number 1$ C)~30~ 1$ 1$ 4. Date the account was initiated: Dee ~o JQ(,6 , 5. Name(s) in which Safe Deposit Box was held: RnhF(:J..+ J)ClP..:+FI<.. (II, O-.i Am Pnr- tef2, 6. Date the box was initially rented: r:-c:n. ,;;;,?,. JCAa 7. Branch address at which the box is located: CAfYlf' H; 11 PX2-A" ,,)-, 8. Loan Information o. Unsecured loans: b. Secured Consumer loans: c. Mortgage loans: 9. Miscellaneous: Accrued lnt Per Diem lnt $ NIp, I I $ I I $ I I $ /-J)Pt I I . $ I I $ I I $ l--J)Pr I I , $ I I $ I I 1..-\ !\"j L- \V 3JeeJ .,i,"i. '~'i ~\tti~i~; ',,:-. ,. -,':,:'\ ~.-' C C U III ;;' ,- r'.~, ~ '95 JR/1 ::11..c.... inleT/lure I made the ~day of January, our Lord one thousand nine hundred and ninety-six :1 Pi'] 1 10 in the year of (1996) , Bel-uleen Robert A. Porter and Miriam R. Porter, husband and wife, of Cumberland county, Pennsylvania, Grantors and Robert A. Porter and Miriam R. Porter, Trustees, or their successors in trust, under the Robert A. Porter Living Trust dated January 3, 1996 and any amendments thereto and Miriam R. Porter and Robert A. Porter, Trustees, or their successors in trust, under the Miriam R. Porter Living Trust dated January 3, 1996 and any amendments thereto, as Tenants in Common, Grantees 1A~lne6&ell.., That the said Grantors, for and in consideration of the sum of One and NO/100 ($1.00) Dollars, lawful money of the United states of America, unto them well and truly paid by the said Grantees at or before the sealing and delivery hereof, the receipt whereof is hereby acknowledged, have granted, bargained and sold, released and confirmed, and by these presents do grant, bargain and sell, release and confirm unto the said Grantees, their heirs, personal representatives and assigns. ALL THAT CERTAIN piece or parcel of land situate in the Borough of Mechanicsburg, County of Cumberland and state. of Pennsylvania, being more particularly bounded and described on Exhibit "A" attached hereto: BEING the same premises which William A. Knaub and Betty L. Knaub, husband and wife, by Deed dated and recorded April 22, 1966 in Deed Book Y-21, Page 318, in the Office of the Recorder of Deeds in and for Cumberland County, Pennsylvania, granted and conveyed unto Robert A. Porter and Miriam R. Porter, husband and wife, the Grantors herein. UNDER AND SUBJECT to all restrictions, easements, covenants, conditions and agreements of record. TOGETHER with all and singular the buildings and improvements, ways, streets, alleys, passages, waters, water- courses, rights, liberties, privileges, hereditament.s and BOOK iaJ pm 80i appurtenances, whatsoever unto the hereby granted premises belonging, or in any wise appertaining, and the reversions and remainders, rents, issues and profits thereof; and all the estate, right, title interest, property, claim and demand whatsoever of them, the said Grantors, as well at law as in equity, of, in and to the same. TO HAVE AND TO HOLD the said lot or piece of ground above described, with the messuage or tenement thereon erected, hereditaments and premises hereby granted, or mentioned and intended so to be, with the appurtenances, un'to the said Grantees, their heirs, personal representatives assigns, to and for the only proper use and behoof of the said Grantees, their heirs, personal representatives and assigns, forever. AND the said Grantors, for themselves, their heirs, personal representatives and assigns, do covenant, promise and agree, to and with the said Grantees, their heirs, personal representatives and assigns, by these presents, that they, the said Grantors, their heirs, personal representatives and assigns, all and singular the hereditaments and premises hereby granted or mentioned and intended so to be, with the appurtenances, unto the said Grantees, their heirs, personal representatives and assigns, against them, the said Grantors, their heirs, personal representatives and assigns, and against all and every person and persons whomsoever lawfully claiming or to claim the same or any part thereof, by, from or under him, her, them or any of them, shall and will, Subject as aforesaid, WARRANT and forever DEFEND. .Jk wi{IU2JJ wh.ereol, the Grantors have hereunto set their hands and seals. Dated the day and year first above written. Sealed and Delivered in t~epresen~,Of: (~C;' :: -/u ~) &~'v'~ /U/1fd. IZ~ Robert A. Porter (SEAL) ~:<>~ R p~ Miriam R. Porter (SEAL) -2- -4 <l3 P',G,t, 802 [lOOK L.... " Certificate oll~e!o;l.,nce I hereby certify that the precise residence of the Grantees herein is as follows: c/o Robert A. Porter and 1001 Alison Avenue, Miriam R. Porter, Mechanicsburg, PA o Trustees 17055 At Aclmow!e4emenl COMMONWEALTH OF PENNSYLVANIA 55 COUNTY OF DAUPHIN On this, the ~~~ day of January, before me, a Notary Public in and for the Commonwealth of Pennsylvania, the undersigned officer, personally appeared Robert A. Porter and Miriam R. Porter, husband and wife, known to me (or satisfactorily proven) to be the persons whose names are subscribed to the within instrument and acknowledged that they executed the same for the purposes therein contained. IN WITNESS WHEREOF, I hereunto set my hand and official '-' 'Rri:.;'J..." ....ii:lll.t.,'1!l!' ',u./.< ~,,~.'~~:6 ~:,i~l:~~'C'2!'aO :~4:. i ~?,;~..>. ;,,'~'''''' '':''''y ~.,..!.'d."') o.~. J..... """",' .. . ,':,~:i~'.:t.. t'.~~ l.;r,!...,.~~-t:- Itt{J~;"v'~~~'~)r} ,,,,,,,0- ,',"":r--' -."';'M ~,_, ~..:t:;.~'_""'" . .'_~.<'> ',,! 1/A""'-.,'..:." ;..iIi~~rr:ll'-" '-t:,f.,. _-,.~;o. . .' '(C'Mlftr~ONll'EALTH OF PENNSYLVANIA eM' 7t' ~?_ L>-'d<A / NotarY..A"UblV NOTARIAL SEAL .- PAULA N, ANGLEMEYER/Notary !'Ublic Hummelstown, Dauphin County My Commission Expires May 17,1999 ss: COUNTY OF CUMBERLAND RECORDED in the Office of the Recorder Cumberland County, in Record Book \35 of DeedSrjin and for , Page ';> 0 I . c ,~ D <ED:; .. .... ii4;~~ E ~::"-;C'i1\~'1~-\":""I.'-'~"'~,,"'.'1"'~~~1"~' ,.~i WgNESS m~ h. and 0'11, 1 "\ ~I and official seal this vjij3..e-c7 -3- BOOK :lL33 PAGE 8C3 , EXHIB!T lHAU ALL that bertain piebe or parcel of land situate in the Borough of Mechanicsburg, County of Cumberland and Sta te of Pennsyl van ia I bounded and described as follows, to wit, BEGINNING at a point on the northern line of Alison Avenue, said point being at th~ dividing line between Lots ~os. 20 and 21 on the hereinafter mentioned Plan of Lots; thence along the northern line of Alison Avenue on a curve to the right, having a radius of one hundred fifty (150) feet, an arc length of seventy-four and sixty-one hundredths (74.611 feet to a point at the dividing line between Lots Nos. 20 ahd'1? on said plan'of'lots; thence along said dividing line, North 24 degrees 52 minutes East, two hundred forty- six Bnd nine hundredths (246.09) feet to a point; thence North 22 degrees 12 minutes West, forty-seven and fifty-five hundredths (47.~5) feet to a point; thence South 66 degrees 22 minutes West, one Gundred eighty-five and one hundredths (185.01) feet to a point at the dividing line between Lots Nos. 20 and 21 on said plan; thence along said dividing 11ne South OJ degrees 38 minutes East, one hundred seventy-nine' and ninety hundredt.hs (179.90) feet to a point on the northern li~~ of Alison AYenue, the place of BEGINNING. , l'" BEING Lot No. 20 on Plan No. 1 of Heritage Acres, said plan being recorded in the Cumberland County Recorder's Office in Plan Book 17, Page 60. BOOK 133 P/'~E 804 Investillg for the 21st Century For Reporting Period 01101100 thru 03131/00 ~ YOUR ACCOUNT NUMBER IS: 5001427474 I -. " DETAIL ACCOUNT ACTIVITY .. . ... EATON VANCE PA MUNl FUND - CLASS B (FUND 037) Dividend Distribution: Reinvest Non-Certificate Shares: 1l6.087 Cap Gain Distribution: Reinvest Certificate Shares: 9OO.MIl Post Trade TYf€ of Shares this Share Dollar Share Date Date 'Transaction Transaction Price Amount Balance BALANCE FORWARO 1,062.843 01/18/0001/16/00 DIVIDEND - REINVEST 4.942 $9.60 $47.44 1,067.785 02/15/00 02/15/00 DIVIDEND - REINVEST 4.083 $9.60 $39.20 1,071.868 03/15/00 03/15/00 DIVIDENO - REINVEST 4.219 $9.68 $40.84 1,076.087 CLOSING 6ALANCE 1 )076.087 The following dividends were paid to your account for the quarter ended March 31, 2000: January 18, 2000 February 15, 2000 Maf'ch 15, 2000 $0.045 $0.037 $0.038 For 34 days . . For 28 days For 29 days . . YEAR-TO-DATE FINANCIAL FUND SUMMARY [)iv idiulds & Total Dividends ShortMterm long-term Federal Income Tax Withheld Back-end CaoitalGa.ins Caoftal Gains CaoiUtl Gains BackuP NRA TaX Safes Charae -,--,- $127.48 $127.48 $0.00 $0.00 $0.00 $0.00 .~.~..,_..,"'~---=O:~ _._..."",~.-""..;.~-",.,..t""~'''- ~..~~J\"-Tr<J,~'-- - - YTD CONSOLIDATED FINANCIAL SUMMARY I YOURi\CCOUNTNUMl3I':RJS:5001427174 i .. ... -.---. .-::":::='::'cY6lti'-AccotiJit Market Value as of January 01, 2000: --""=. _-'::~: J:=:':-:::;:}'-'Il~ Account Market Value as of March 31, 2000: ..,-""" ..... $10,309.58 $10,513.37 ... (.::_=~ , Tofat.O{v}dends Cttt:1i t-8 r~G.afns _ _. _.$127.48 Dividends&: Short-term Capital Gains $127.48 Long- term CaPital Gains $0_00 Federal Income Backup $0.00 Tax Withheld NRA $0.00 Back~end Stiles CH~rQe -.$0_00 !hiS~~:!~:'.Yt)iJ-~,-au~rt;e(,lystatement fOr- t,heperiod of January 1, 2000 to March 31, 2000. ~a~on_,,~~n~_~:~~ow _'9ffe:~saccount _access via the internet. First time users need to call our Transfer 1\~e.n~-_~~_:.!~~~,~.~2~~-:1~~~_to ac~i".at~ -~heir <lcco~ntand obtain a temporary password~ Visit our webslte:3twww.eatonvance.com for More information. , FUND PORTFOLIO SUMMARY AS OF MARCH 31 2000 [i'lllul.Ntiihe EATON VANCE PA MUNI FUND - CLASS B Current Shares Oillhed. Shw'e Price C1 ,076.087 ') $9.77 Cli.fre/it .Viilile $10,513.37 Fund shares are not insured by the FDIC and are not deposits or other obligations of, or guaranteed by, any bank or depository institution. Shares are subject to. investment risks, inclllding possible lass af principal invested. 1~~jllnl~~I~ll~~I~'I~JU I~ naSA Edward J one~ 42 East Main Street Mechanicsburg, P A 17055 (717) 795-8440 Mark R. Snyder Investment Representative EdwardJones Elizabeth S. Eck, Paralegal 134 Sipe Avenue Hummelstown, Pa. 17036 Dear Elizabeth: Per your request, we are writing to provide valuation information for the following securities belonging to Robert A. Porter Trust, account #270-06778. Quantity Descript.ion Value Per Item Total Value 150.325 15,000 10,000 VanKampen High Yield Muni Fund Cumberland Va11y Sch Dist Bond Montgomery County Pa. Bond $ 10.73 92.4569 87.9763 $ 1,612.99 13,868.54 8,797.63 The values were obtained from an outside historical pricing service and while we believe that they are reliable, we do not guarantee their accuracy. The listed values are as of April 2, 2000, the day that Robert A. Porter passed away. The values were obtained from an outside historical pricing service and while we believe that they are reliable, we do not guarantee their accuracy. Please let us know if you need any other information or assistance. Sincerely, Q }(\r ) <1\ch Ilo.J~K .~ Mark t Snyder Investment Representative EdwardJones M,y 02, 2000 Historical Quote Symbol Description/T ype Date Value ACTGX V AN KAMPEN TAX EXEMPT TR HI YLD MUN PT Adjusted Closing Price 03/31/2000 S 10. 7300 Unadjusted Closing Price 03/31/2000 $10.7300 230822MB 1 CUMBERLAND VALLEY PA SCH DIST Best Adjusted Price 03/31/2000 $92.4569 Unadjusted Closing Price 03/31/2000 $92.4569 613611AAO MONTGOMERY CNTY PA INDL DV AU WTR FAC RV Best Adjusted Price 03/31/2000 $87.9763 Unadjusted Closing Price 03/31/2000 $87.9763 Page 1 This informatIon is for tax and estate purposes only and while believed accurate, is not guaranteed. There is no warranty that any trades were or would have been executed at these prices on the dates given. ~ Prudential - Raymond G. Woods Jr., CFP First Vfce President - Investments Shelly A. Weibley Sal es Ass;stant P. Jay Nevel CUent Service Ass;stant Prudential Securities Incorporated 3 Lemoyne Drive, Lemayne. PA 17043 Mail: P.O. 80x 7 Camp Hill, PA 17001-9852 TeI717761-7344 800468-8685 Fax 717 975-8426 Michael F. Howard, CFP Ffnandaf Adwsor April 26, 2000 James, Smith, Durkin & Connelley Attn Betsy PO Box 650 Hershey, PA 17033 RE: Estate of Robert Porter Dear Betsy, Please be advised that Mr. Porter has an account (044-278383-73) at Prudential Securities titled: Robert A. Porter & Miriam R. Porter Co- TrEES for the Living Trust of Robert A. Porter dtd 1/2/96. The following is a list of securities held in the account as of 4/2/00. Also listed are the high and low prices as of 3/31/00 and 4/3/00. By the way, mutual funds are only priced once a day. QUANTITY DESCRIPTION 3/31/00 4/3/00 420 Keystone Fincl Inc. 18 3f4 high 18 5/16 high 17 S/16 low 177/8 low 2236.046 Aim Weingarten 34.23 32.76 531.678 Homestate PA GR Fd A 21. 76 20.15 4154.980 Pru National Muni Fund 14.85 14.85 73.92 Money Market 1.00 1.00 Pru Discovery Select Annuity 16245.94 a/o 3/30/00 If we can assist further please don't hesitate to call. ~d Shelly A. Welbley ~ Sales Assistant cc Miriam Porter The information contained herein has been obtained from sources believed reliable but not necessarily complete and cannot be guaranteed. Any opinions expressed are subject to change without notice. Neither the information presented nor any opinion expressed constitutes representation by us or a solicitation of the purchase or sale of any security. Historical Quotes Page 1 of1 "YAHOO!FINANCE~ Home - Yahoo! - Help Is that new diet really working? ruCK HERE More Info: Quote I Chart I News I Profile I Research I SEC I Msgs I Insider Historical Quotes NYSE:SBC Month Day Year Start Date: Mar 1311 100! End Date: ~2..':JI!J 103 100! (0) Daily C Weekly C Monthly C Dividends Date Open High Low Close Volume Adj. Close* 3-Apr-00 42.50 44.875 42.4375 44.75 7,712,000 44.5055 31-Mar-00 42.50 43 42 42.125 7,637,900 41.8949 Download Spreadsheet Format * adjusted for dividends and splits,please see F AQ. . Questions or Comments? Copyright <!;) 1999 Yahoo! All Rights Reserved. See our Important Disclaimers and LeJ<al Information. Historical chart data and daily updates provided by Commodity Systems, Inc. (CSI). Data and information is provided for informational purposes only, and is not intended for trading purposes. Neither Yahoo nor any of its data or content providers (such as CSI) shall be liable for any errors or delays in the content, or for any actions taken in reliance thereon. http://chart. yahoo.com/t?a=03&b= 31 &c=00&d=04&e=03&FOO&g=d&s=sbc&y=0&z=bel 4/20100 . - t: "f . .j.. t ~; .~ ~: , ,. t,< ~~' t- 4~: ./::. ~~J ~-- Ii'" t:. ~, , . ~~... ~t~: INDIVIDUAL TIMESHARE UNIT REPORT Owner Robert A. & Miriam R. Porter (Trustees) Property Address 615 N. Ocean Blvd. City Pompano Beach State Week# 3 Unit# 245 Property Name Sea Garden Beach & Tennis FL Type fixed Zip 33062 Country US Season I Color red Every Year Use ~ Alternate 0 Even 0 Odd 0 Deeded Property ~ PROPERTY RIGHTS Leasehold 0 Lease Depreciation 0 Years Remaining_ Amenities Condition I Rating Ou Property Nearby Beacb ~ 0 Boating ~ 0 Golf 0 ~ Horseback 0 0 Restaurant ~ 0 Lake 0 0 Pool ~ 0 T eonis ~ 0 Whirl/not Tnh ~ 0 Excellent Good Fair Resort Overall [>?J 0 0 Unit Interior [>?J 0 0 RC.L Rating Gold frown ~ STD II LL Rating Five Star 0 STD [J RC.I. ~ LI. 0 Other 0 I~-- Unit Details 1 0 2 Ii1I 3 0 1 Ii1I 2 0 3 0 Bathrooms Comment The subject includes a Santa Barbara Yacht Club Membership. . The comparable properties are adjusted so they have ALL the pertinent and physical characteristics of the subject property; on this basis, the adjusted prices ofthe comparables infer the sale price of the subject property if it were sold today. No deferred maintenance noted, subject property is maintained by management. ,) --j 1 ( 1rJ"'r; K.Ob7 " N, ""'NI COMPARATIVE MARKET ANALYSIS . , t, , ~' ,. .~. 0(.,- ,.L ~ '11.r . .~. ~~. ~, ". 4~~ V ~: . ~t . ~:, SOLD PROPERTIES PROPERTY BED SPECIAL FEATURES ~ LOCK I_SOLD PRICE ROOMS BATHS OUT I 2 red season / color $11,750 I 2 red season I color $12,125 I 2 red season / color _I $12,500 week 2 week 3 week 5 ADDITIONAL COMMENTS The original purchase price of most timeshare units, purchased directly from the developer or marketing company, includes the cost of marketing. This cost to the developer or marketing company can range from thirty percent (30%) to seventy percent (70%) of the purchase price. This price includes the cost of gifts and other promotions used to entice prospective purchasers to view the timeshare development. This appraisal utilizes the resale market to establish the market value of the timeshare unit I week. The developers cost of marketing is extremely high (or timeshare real estate. There(ore this cost is not incorporated in the resale market value. PRICE RANGE IDGHEST $12,500 PRICE RANGE LOWEST $11,750 The resale comparison approacb is considered tbe most reliable indicator of value as it reflects tbe actions of buyers and sellers in the market place. Therefore, it had been given the majority of weight in determining tbe rmal value estimate. I (WE) ASSESS IliA T, THE CURRENT lV..ARKET VALliE, AS DOCUMENTED OF THE REAL PROPERTY, AS OF 4/6/00 WHICH IS THE DATE OF THE INSPECTION AND THE EFFECTIVE DATE OF THIS REPORT, TO BE """".-$12'~f2~; (U.S. FUNDS). ~1'b Date report signed APR 0 72000 Signature Name o 9 0 9 PG n l.~ 8 9 009::"-61. Contract No. 26-9529905 Sales Price: 7.000.00 This Instrument Prepared by: FAIRFIELD COMMUNITIES. INC. Little Rock, Arkansas PH"'SEIf Corp., rart., Trllst,orSOleProp. lK.UDI.PhaseVI FAIRFIELD WILLIAMSBURG AT KINGSGATE A Virginia Time-Share Estate Project DEED OF CONVEYANCE AND AFFIDAVIT THIS DEED and Affidavit, made this 15th day of Julv , 19 ~, by and between Fairfield Communities, Inc., a Delaware Corporation, as beneficial owner, hereinafter either the "'Grantor" or "Party of the First Part", Lawyers Title Insurance Corporation, A Virginia corporation, hereinafter the "Party of the Second Part"', nominee for Fairfield ~ift.e~ug~~Ti~g ~ffmt",D~~~"ir\ M83il.MP'm~rIf~and = Trust & Ml.rJ.all j{ Klrter & fttEii A ~~, or = s~ ill =, ~ rre l{ R:lrter Livin:r Trust cErt:e:ll/J/~b & any tteretD, as ill u::nm:n. GJ:antEeS hereinafter the "'Grantee"', whose current address or current business address) is 100 Ii on e. echa 'c bu 17 WITNESSETH That the Grantor, in consideration ofTen Dollars ($10,00) and other good and valuable consideration to it in hand paid by the Grantees, the receipt of which is hereby acknowledged, has. bargained sold, and by these presents, does grant, bargain, sell and convey pursuant to the terms and conditions of the Fairshare Vacation Plan Use Management Trust Agreement rTrust Agreement"') recorded in Deed Book 620, at Page 260, et'seq. as may be amended and/or restated unto the aforesaid Grantees, following described time-share estate at that certain real estate time-share project known as Fairfield Williamsburg at Kingsgate, York County, Vtrginia, to wit: Ali that certain 84,0.0.0 /60,236,000 undivided fee simple absolute intereslin, Units 10'1,10.2,10.3,201,202 and 203 as tenants in common with the other undivided interest owners of said Units in Building 24, which undivided interest has been assigned 84,000 Fairshare Plus Points symbolic of said property interest; in Fairfield Williamsburg at Kingsgate Time-Share Project - Phase Five as such time-share estate is defined in the "'Project and Time.Share Instrument for Fairfield Williamsburg at Kings~ate'" dated March 21, 1990, recorded March 27, 1990, in the Clerk's Office of the Circuit Court ofY ork County. Virgmta, in Deed Book 578 at Page 169, as may be amended; and as such unit is depicted on plat entitled "Plat showing Farrfield Williamsburg @ Kingsgate Section III Phase 5' dated May 19, 1994, recorded in Piat Book 12 at Page 100. .BEIN G as to Phase Five and the time-share units and building aforesaid of which it is a part, a portion of the same real estate conveyed unto Fairfield Communities, Inc. by Warranty Deed from W.H. Burruss, and wife, Sharon C. Burruss, Grantor, dated March 21, 1990. recorded March 27,1990, in the Oerk's Office of the Circuit Court of York County, Virginia, in Deed Book 578 at Page 163. c This conveyance is made subject to covenants, res'trictions and easements of record applicable to and legally binding upon the land hereby conveyed, especially the previous assignment of use, possessory and ocupancy rights to F airshare Vacation Owners Association, Trustee, recorded in Deed'Book 831, at Page 252, as may be amended and/or restated. The streets, yards, walkways, and all real estate within each phase, less all time-share estates therein, a5 shown on Plat relative to each phase, will, no later than the termination of~e Developer Control Period, (as that term is deftned in the Project and Time-Share Instrument and the Virginia Real Est<;lte,Tune-Share Act) be owned of record by The Fairfield Klngsgate Property Owners Association, Inc., a Virginia Nonstock Corporation, and will not, at such time, belong to Grantor. As to such streets, yards, walkways, etc., Grantor and Party of the Second Part make no warranties or representations whatsoever. This conveyance is subject to and by accepting this Deed the Grantees do hereby agree to assume and/or abide by the following: 1. Taxes for the current year and subsequent years; 2. Conditions, restrictions, limitations, reservations, easements, and other matters of record in the Oerk's Office of the Circuit Court of York County, Virginia; and 3. The Project and Time-Share Instrument as originally executed and" the Fairshare Vacation Plan Use Management Trust Agreement and Use Restriction as might be amended and/or restated from time to time, The Grantor covenants that it is seized of the time-share estate hereby conveyed and has the right to convey the same unto the Grantees in fee simple; that it has done no act to encumber said Titne.Share estate; that the Grantees shall have quiet possession of said time-share estate, free from encumbrances; and that it, the said Grantor, will execute such further assurance of the title as may be requisite. , The Party of the Second Part does hereby transfer, convey, and quitclaim unto the said grantees and their successors and assigns forever, all of its rights, title and interest, equity and estate in and to the time-share estate hereby conveyed. Page 1 Form:WI00897/96 to.. n ;:. (\ iJ'{"");! 0.0 ; f """ i I ..r. I' . ~ , I .,' 'I W .../ '...) j t.: ,~/ ?r __, ~ In executing this Deed and Affidavit, Kim ~ompson I Attorney-in-Fact for said Party of the Second Part, who being first duly sworn, makes oath and says hereby; Ihat s)he has not, at the time of executing this Deed and Affidavit, pursuant to a power of attorney given by Lawyers Title Insurance Corporation, A Virginia corporation, recorded on June 14, 1995 in Deed Book 849. Page 224 in the Clerk's Office of the Circuit Court for the County of Yark, Virginia, received actual knowledge or actual notice of the revocation or termination of said power of attorney. The plural number as used herein shall equally include the singular and vice versa. The masculine or feminine gender as used herein shall equally include the neuter. IN TESTIMONY WHEREOF, Grantor has caused its name to be signed by its duly authorized officers. In executing this Deed, Grantor hereby authorizes and requests Party of the Second Part by its Attomey.in-Fact to execute this Deed for the purpose of conveying legal title to the above described time-share estate. I, the undersigned Notary Public, in and for the jurisdiction aforesaid, do hereby certify that Kim Thompson and Sharon Ferguson Asst.V.P.jDir.ofTitle and Assistant Secretary respectively of Fairfield Communities. Inc., whose names are signed as such to the foregoing Deed and Affidavit bearing date of the ...1.5th.. day of .Tllly , 19 --.26.-, have each acknowledged the same before me in my jurisdiction aforesaid. _."~"J""'.' Given under my hand this 1 ~th !1...,._ ~ .., ."",,'1(;::- . ,,'. .' 0~' /(. '. l~ (tP"'~ ! ~02~J?1' \ PUB\..\C ~j ) ..~., )SS ~ , . '. '" ~., ~ "'" l'://r] C,... \. ~.. ) .~. uv ..Q ....1....... Subscribed and sworn to by Kim Thomoson , At orney-in~Fact for Lawyers Title Insurance Corporation, nominee, that hisJher statements made herein are true and correct to the best of hisJher knowledge and belief; that (s)he has signed the foregoing Deed and Affidavit, bearing the date of the 15"th day of .Tllly . 19 9(\ . and has acknowledged the same before me in my jurisdiction Q{ifnN~' ... ..... Given under my hand this 15th ~.,.. l. '" ...~' ('. l~ J1"'~ { ~O.:!.~RY -; \. p, 'S\..\ C ,~..j Notarial Seal ~ V g:'. ........ ~.... VIRGINIA: County of York to-wit: -'. :Sir! ~ ~..., 1\ In the Derk's Office of the Circuit Court for the Cou::y'M'~:ft'\~'~ _ day of T\ J ~Cl ~ 19 g,lo . This deed was presented with the certificate annexed and admitted to record at t()..~- o'clock ~ .M. The taxes imposed by SecL 58.54 and 58.54,1 of the Code of Va, have been paid. STATETAX$~ -0- LOCAL TAX $ ~ -0- SELLER'S TAX $ CORPORATE SEAL " ATTEST; \ ,;',...---- \ .) ..':~\.-30"-',-~,.....\ .....J Assistant Secret~ i~ o,J--. '; ", } STATE OF ARKANSAS ) ) SS, COUNTY OF PULASKI ) My Commission Expires: 08111/05 Notarial Seal STATE OF ARKANSAS COUNTY OF PULASKI My Commission Expires: 08111105 RETURN THIS DEED TO: Francis T. Eck. Attorney at Law 16 South Second Street Richmond. VA 23219 1-(804)-788-4457 FAIRFIELD COMMUNITlES,INC. Gra~ By: . ,~orn Asst.V.P.jDir, of Title LAWYERS TITLE INSURANCE CO~ION' Nominee. By: \,~ Attorney-tn- act Theresa L. Mills Notary Public JL40~ J'I)lJb Theresa L. Mills Notary Public ~-o- Teste: Nancy B. Kane. Oerk ~OcJtO'1 ~~^wA.kL- Deputy Clerk Inventory 1 Inventory Detail Redemption Date: 4/2000 Issue Yield Next Final Serial Number Denom. Series Date Value Interest To Date Accrual Maturity Q6417990009E $25 E 9/1970 $136.05 $117.30 6.87% 7/2000 9/2000 Q6417990010E $25 E 2/1971 $118.96 $100.21 6.51% 6/2000 2/2001 Q6417990008E $25 E 7/1971 $116.20 $97.45 6.54% 5/2000 7/2001 L2224972010E $50 E 12/1971 $233.42 $195.92 6.56% 10/2000 12/2001 L2224972011E $50 E 5/1972 $231.62 $194.12 6.65% 9/2000 5/2002 L2224972001E $50 E 9/1972 $230.44 $192.94 6.75% 7/2000 9/2002 L2224972009E $50 E 1/1973 $228.58 $191.08 6.85% 5/2000 1/2003 L2224972014E $50 E 4/1973 $229.16 $191.66 6.86% 8/2000 4/2003 L2224972012E $50 E 8/1973 $227.86 $190.36 6.97% 6/2000 8/2003 L2224972013E $50 E 12/1973 $219.32 $181.82 6.91% 6/2000 12/2003 L2224972000E $50 E 4/1974 $219.32 $181. 82 6.91% 10/2000 4/2004 L2224972007E $50 E 6/1974 $217.58 $180.08 7.02% 6/2000 6/2004 L2224972002E $50 E 8/1974 $217.58 $180.08 7.02% 8/2000 8/2004 L2224972024E $50 E 10/1974 $217.58 $180.08 7.02% 10/2000 10/2004 L2224972005E $50 E 12/1974 $215.90 $178.40 7.13% 6/2000 12/2004 L2224972006E $50 E 2/1975 $215.86 $178.36 7.13% 8/2000 2/2005 L222~972020E $50 E 4/1975 $215.86 $178.36 7.13% 10/2000 4/2005 L2224972004E $50 E 6/1975 $212.10 $174.60 7.20% 6/2000 6/2005 L2224972003E $50 E 7/1975 $212.08 $174.58 7.20% 7/2000 7/2005 L2224972008E $50 E 8/1975 $212.08 $174.58 7.20% 8/2000 8/2005 L2224972017E $50 E 9/1975 $212.08 $174.58 7.20% 9/2000 9/2005 L2224972025E $50 E 10/1975 $212.08 $174.58 7.20% 10/2000 10/2005 L2224972019E $50 E 11/1975 $207.92 $170.42 7.27% 5/2000 11/2005 L2224972022E $50 E 12/1975 $208.40 $170.90 7.28% 6/2000 12/2005 L2224972018E $50 E 1/1976 $208.42 $170.92 7.28% 7/2000 1/2006 L2224972023E $50 E 2/1976 $208.42 $170.92 7.28% 8/2000 2/2006 L2224972016E $50 E 3/1976 $208.42 $170.92 7.28% 9/2000 3/2006 L2224972015E: $50 E 4/1976 $208.42 $170.92 7.28% 10/2000 4/2006 L2224972026E $50 E 5/1976 $204. 26 $166.76 7.34% 5/2000 5/2006 L2224972021E: $50 E 6/1976 $204.72 $167.22 7.35% 6/2000 6/2006 C2116396339E $100 E 7/1976 $409.36 $334.36 7.35% 7/2000 7/2006 C2116396336E $100 E 8/1976 $409.36 $334.36 7.35% 8/2000 8/2006 C2116396332E $100 E 9/1976 $409.36 $334.36 7.35% 9/2000 9/2006 C2116396333E $100 E 10/1976 $409.36 $334.36 7.35% 10/2000 10/2006 C2116396341E $100 E 11/1976 $401.32 $326.32 7.43% 5/2000 11/2006 C2116396340E $100 E 12/1976 $402.48 $327.48 7.44% 6/2000 12/2006 C2116396353E $100 E 1/1977 $402.48 $327.48 7.44% 7/2000 1/2007 C2116396344E $100 E 2/1977 $402.48 $327.48 7.44% 8/2000 2/2007 C2116396347E $100 E 3/1977 $402.48 $327.48 7.44% 9/2000 3/2007 C2116396352E $100 E 4/1977 $402.48 $327.48 7.44% 10/2000 4/2007 C2116396342E $100 E 5/1977 $394.60 $319.60 7.52% 5/2000 5/2007 C2116396348E: $100 E: 6/1977 $395.40 $320.40 7.53% 6/2000 6/2007 C2116396349E: $100 E 7/1977 $395.36 $320.36 7.53% 7/2000 7/2007 C2116396346E $100 E 8/1977 $395.36 $320.36 7.53% 8/2000 8/2007 C2116396361E $100 E 9/1977 $395.36 $320.36 7.53% 9/2000 9/2007 C2116396350E $100 E 10/1977 $395.36 $320.36 7.53% 10/2000 10/2007 C211639635lE: $100 E 11/1977 $352.00 $277.00 7.15% 5/2000 11/2007 C2116396362E $100 E 12/1977 $352.96 $277.96 7.17% 6/2000 12/2007 C2116396358E: $100 E 1/1978 $352.96 $277.96 7.17% 7/2000 1/2008 C2116396357E $100 E 2/1978 $352.96 $277.96 7.17% 8/2000 2/2008 C2116396374E $100 E 3/1978 $322.32 $247.32 6.74% 9/2000 3/2008 C2116396334E $100 E 411978 $322.32 $247.32 6.74 % 10/2000 4/2008 C2116396331E $100 E 5/1978 $304.72 $229.72 6.63% 5/2000 5/2008 C2116396335E: $100 E 611978 $305.48 $230.48 6.64 % 6/2000 6/2008 1 = Not eligible for payment (purchase price) 2 = Matured (exchangable for HH) 3 = Matured (not exchangable) . = Possibly eligible for U.S. Savings Bond Education Benefit Program. See footnotes on Inventory Totais page. 1 Inventory 1 Inventory Detail (continued) Redemption Date: 4/2000 Issue Yie~d Next Final Serial Number Denom. Series Date Value Interest To Date Accrual Maturity C2116396337E $100 E 7/1978 $305.56 $230.56 6.64% 7/2000 7/2008 C2116396338E $100 E 8/1978 $305.56 $230.56 6.64% 8/2000 8/2008 C2116396343E $100 E 9/1978 $305.56 $230.56 6.64% 9/2000 9/2008 C2116396345E $100 E 10/1978 $305.56 $230.56 6.64% 10/2000 10/2008 C2116396355E $100 E 11/1978 $302.40 $227.40 6.75% 5/2000 11/2008 C2116396375E $100 E 12/1978 $303.20 $228.20 6.76% 6/2000 12/2008 C2116396364E $100 E 1/1979 $303.28 $228.28 6.77% 7/2000 1/2009 C2116396365E $100 E 2/1979 $303.28 $228.28 6.77% 8/2000 2/2009 C2116396366E $100 E 3/1979 $303.28 $228.28 6.77% 9/2000 3/2009 C2116396367E $100 E 4/1979 $303.28 $228.28 6.77% 10/2000 4/2009 C2116396368E $100 E 5/1979 $300.20 $225.20 6.88% 5/2000 5/2009 C2116396369E $100 E 6/1979 $300.88 $225.88 6.89% 6/2000 6/2009 C2116396359E $100 E 7/1979 $300.88 $225.88 6.89% 7/2000 7/2009 C2116396354E $100 E 8/1979 $300.88 $225.88 6.89% 8/2000 8/2009 C2116396372E $100 E 9/1979 $300.88 $225.88 6.89% 9/2000 9/2009 C2116396363E $100 E 10/1979 $300.88 $225.88 6.89% 10/2000 10/2009 C2116396370E $100 E 11/1979 $297.76 $222.76 7.01% 5/2000 11/2009 C2116396356E $100 E 12/1979 $297.76 $222.76 7.01% 6/2000 12/2009 C2116396360E $100 E 1/1980 $297.76 $222.76 7.01% 7/2000 1/2010 C2116396376E $100 E 2/1980 $297.76 $222.76 7.01% 8/2000 2/2010 C2116396378E $100 E 3/1980 $297.76 $222.76 7.01% 9/2000 3/2010 C2116396371E $100 E 4/1980 $297.76 $222.76 7.01% 10/2000 4/2010 C2116396373E $100 E 5/1980 $294.92 $219.92 7.15% 5/2000 5/2010 C2116396377E $100 E 6/1980 $294.92 $219.92 7.15% 6/2000 6/2010 C567279002EE $100 EE 7/1980 $214.48 $164.48 7.61% 7/2000 7/2010 C567279004EE $100 EE 8/1980 $214.48 $164.48 7.61% 8/2000 8/2010 C567279998EE $100 EE 8/1980 $214.48 $164.48 7.61% 8/2000 8/2010 C567279996EE $100 EE 9/1980 $214.48 $164.48 7.61% 9/2000 9/2010 C567278993EE $100 EE 10/1980 $214.48 $164.48 7.61% 10/2000 10/2010 C567278995EE $100 EE 10/1980 $214.48 $164.48 7.61% 10/2000 10/2010 C567279000EE $100 EE 11/1980 $198.48 $148.48 7.39% 5/2000 11/2010 C567279007EE $100 EE 12/1980 $198.48 $148.48 7.39% 6/2000 12/2010 C567279001EE $100 EE 12/1980 $198.48 $148.48 7.39% 6/2000 12/2010 C567279044EE $100 EE 1/1981 $198.48 $148.48 7.39% 7/2000 1/2011 C567279006EE $100 EE 2/1981 $198.48 $148.48 7.39% 8/2000 2/2011 C567278997EE $100 EE 2/1981 $198.48 $148.48 7.39% 8/2000 2/2011 C567278992EE $100 EE 3/1981 $198.48 $148.48 7.39% 9/2000 3/2011 C567278994EE $100 EE 4/1981 $198.48 $148.48 7.39% 10/2000 4/2011 C567279047EE $100 EE 4/1981 $198.48 $148.48 7.39% 10/2000 4/2011 C567278999EE $100 EE 5/1981 $186.32 $136.32 7.24% 5/2000 5/2011 C567279003EE $100 EE 6/1981 $186.32 $136.32 7.24% 6/2000 6/2011 C567279050EE $100 EE 6/1981 $186.32 $136.32 7.24% 6/2000 6/2011 R132105093EE $200 EE 7/1981 $372.64 $272.64 7.24% 7/2000 7/2011 R132105087EE $200 EE 8/1981 $372.64 $272.64 7.24% 8/2000 8/2011 R132105098EE $200 EE 9/1981 $372.64 $272.64 7.24% 9/2000 9/2011 R132105090EE $200 EE 10/1981 $372.64 $272.64 7.24% 10/2000 10/2011 R132105097EE $200 EE 11/1981 $365.28 $265.28 7.33% 5/2000 11/2011 R132105094EE $200 EE 12/1981 $365.28 $265.28 7.33% 6/2000 12/2011 R132105062EE $200 EE 1/1982 $365.28 $265.28 7.33% 7/2000 1/2012 R132105073EE $200 EE 2/1982 $365.28 $265.28 7.33% 8/2000 2/2012 R132105088EE $200 EE 3/1982 $365.28 $265.28 7.33% 9/2000 3/2012 R132105067EE $200 EE 411982 $365.28 $265.28 7.33% 10/2000 4/2012 R132105081EE $200 EE 5/1982 $354.64 $254.64 7.37% 5/2000 5/2012 R132105058EE $200 EE 611981 $372.64 $272.64 7.24% 6/2000 6/2011 1 = Not eligible for payment (purchase price) 2 = Matured (exchangable for HH) 3 = Matured (not exchangable) . = Possibly eligible for U.S. Savings Bond Education Benefit Program. See footnotes on Inventory Totals page. 2 Inventory 1 Inventory Detail (continued) Redemption Date: 4/2000 Issue Yield Next Final Serial Number Denom. Series Date Value Interest To Date Accrual Maturity R132105068EE $200 EE 7/1982 $354.64 $254.64 7.37% 7/2000 7/2012 R132105082EE $200 EE 8/1982 $354.64 $254.64 7.37% 8/2000 8/2012 R132105084EE $200 EE 9/1982 $354.64 $254.64 7.37% 9/2000 9/2012 R132105083EE $200 EE 10/1982 $354.64 $254.64 7.37% 10/2000 10/2012 R132105077EE $200 EE 11/1982 $316.00 $216.00 6.88% 5/2000 11/2012 R132105078EE $200 EE 12/1982 $316.00 $216.00 6.88% 6/2000 12/2012 R132105074EE $200 EE 1/1983 $316.00 $216.00 6.88% 7/2000 1/2013 R132105075EE $200 EE 2/1983 $316.00 $216.00 6.88% 8/2000 2/2013 R132105065EE $200 EE 3/1983 $304.08 $204.08 6.65% 9/2000 3/2013 R132105066EE $200 EE 4/1983 $304.08 $204.08 6.65% 10/2000 4/2013 R132105069EE $200 EE 5/1983 $288.32 $188.32 6.52% 5/2000 5/2013 R132105070EE $200 EE 6/1983 $288.32 $188.32 6.52% 6/2000 6/2013 R132105071EE $200 EE 7/1983 $288.32 $188.32 6.52% 7/2000 7/2013 R132105072EE $200 EE 8/1983 $288.32 $188.32 6.52% 8/2000 8/2013 R132105049EE $200 EE 9/1983 $288.32 $188.32 6.52% 9/2000 9/2013 R132105050EE $200 EE 10/1983 $288.32 $188.32 6.52% 10/2000 10/2013 R132105045EE $200 EE 11/1983 $276.16 $176.16 6.45% 5/2000 11/2013 R132105046EE $200 EE 12/1983 $276.16 $176.16 6.45% 6/2000 12/2013 R132105052EE $200 EE 1/1984 $276.16 $176.16 6.45% 7/2000 1/2014 R132105053EE $200 EE 2/1984 $276.16 $176.16 6.45% 8/2000 2/2014 R132105055EE $200 EE 3/1984 $276.16 $176.16 6.45% 9/2000 3/2014 R132105056EE $200 EE 4/1984 $276.16 $176.16 6.45% 10/2000 4/2014 R132105059EE $200 EE 5/1984 $263.52 $163.52 6.35% 5/2000 5/2014 R132105060EE $200 EE 6/1984 $263.52 $163.52 6.35% 6/2000 6/2014 R132105063EE $200 EE 7/1984 $263.52 $163.52 6.35% 7/2000 7/2014 R132105064EE $200 EE 8/1984 $263.52 $163.52 6.35% 8/2000 8/2014 R132105101EE $200 EE 9/1984 $263.52 $163.52 6.35% 9/2000 9/2014 R132105102EE $200 EE 10/1984 $263.52 $163.52 6.35% 10/2000 10/2014 R132105091EE $200 EE 11/1984 $254.64 $154.64 6.33% 5/2000 11/2014 R132105092EE $200 EE 12/1984 $254.64 $154.64 6.33% 6/2000 12/2014 R132105095EE $200 EE 1/1985 $254.64 $154.64 6.33% 7/2000 1/2015 R132105096EE $200 EE 2/1985 $254.64 $154.64 6.33% 8/2000 2/2015 R132105099EE $200 EE 3/1985 $254.64 $154.64 6.33% 9/2000 3/2015 R132105100EE $200 EE 4/1985 $254.64 $154.64 6.33% 10/2000 4/2015 R132105085EE $200 EE 5/1985 $249.68 $149.68 6.41% 5/2000 5/2015 R132105086EE $200 EE 6/1985 $249.68 $149.68 6.41% 6/2000 6/2015 R132105089EE $200 EE 7/1985 $249.68 $149.68 6.41% 7/2000 7/2015 C567279005EE $100 EE 8/1985 $124.84 $74.84 6.41% 8/2000 8/2015 C56727 904 5EE $100 EE 9/1985 $124.84 $74.84 6.41% 9/2000 9/2015 C5 6727 904 6EE $100 EE 10/1985 $124.84 $74.84 6.41% 10/2000 10/2015 C567579048EE $100 EE 11/1985 $122.40 $72.40 6.50% 5/2000 11/2015 C567579049EE $100 EE 12/1985 $122.40 $72.40 6.50% 6/2000 12/2015 C567579042EE $100 EE 1/1986 $122.40 $72.40 6.50% 7/2000 1/2016 C567579043EE $100 EE 2/1986 $122.40 $72.40 6.50% 8/2000 2/2016 C567579008EE $100 EE 3/1986 $122.40 $72.40 6.50% 9/2000 3/2016 C567579009EE $100 EE 4/1986 $122.40 $72.40 6.50% 10/2000 4/2016 C567579010EE $100 EE 5/1986 $120.00 $70.00 6.59% 5/2000 5/2016 C567579011EE $100 EE 6/1986 $120.00 $70.00 6.59% 6/2000 6/2016 C567579012EE $100 EE 7/1986 $120.00 $70.00 6.59% 7/2000 7/2016 C567579013EE $100 EE 8/1986 $120.00 $70.00 6.59% 8/2000 8/2016 C567579014EE $100 EE 9/1986 $120.00 $70.00 6.59% 9/2000 9/2016 C567579015EE $100 EE 10/1986 $120.00 $70.00 6.59% 10/2000 10/2016 C567579016EE $100 EE 11/1986 $105.76 $55.76 5.85% 5/2000 11/2016 C567579017EE $100 EE 12/1986 $105.76 $55.76 5.85% 6/2000 12/2016 1 = Not eligible for payment (purchase price) 2 = Matured (exchangable for HH) 3 = Matured (not exchangable) . = Possibly eligible for U.S. Savings Bond Education Benefit Program. See footnotes on Inventory Totals page. 3 Inventory 1 Inventory Detail (continued) Redemption Date: 4/2000 Issue Y:i.eld Next Final Serial Number Denom. Series Date Value Interest To Date Accrual Maturity C567579018EE $100 EE 1/1987 $105.76 $55.76 5.85% 7/2000 1/2017 C567579019EE $100 EE 2/1987 $105.76 $55.76 5.85% 8/2000 2/2017 C567579020EE $100 EE 3/1987 $105.76 $55.76 5.85% 9/2000 3/2017 C567579021EE $100 EE 4/1987 $105.76 $55.76 5.85% 10/2000 4/2017 C567579022EE $100 EE 5/1987 $103.68 $53.68 5.92% 5/2000 5/2017 C567579023EE $100 EE 6/1987 $103.68 $53.68 5.92% 6/2000 6/2017 C567579024EE $100 EE 6/1987 $103.68 $53.68 5.92% 6/2000 6/2017 C567579025EE $100 EE 6/1987 $103.68 $53.68 5.92% 6/2000 6/2017 C567579026EE $100 EE 7/1987 $103.68 $53.68 5.92% 7/2000 7/2017 C567579027EE $100 EE 8/1987 $103.68 $53.68 5.92% 8/2000 8/2017 C567579028EE $100 EE 9/1987 $103.68 $53.68 5.92% 9/2000 9/2017 C567579029EE $100 EE 10/1987 $103.68 $53.68 5.92% 10/2000 10/2017 C567579030EE $100 EE 11/1987 $101.64 $51.64 6.00% 5/2000 11/2017 C567579031EE $100 EE 12/1987 $101. 64 $51.64 6.00% 6/2000 12/2017 C567579032EE $100 EE 1/1988 $101. 64 $51. 64 6.00% 7/2000 1/2018 C567579033EE $100 EE 2/1988 $101.64 $51.64 6.00% 8/2000 2/2018 C567579034EE $100 EE 3/1988 $101.64 $51. 64 6.00% 9/2000 3/2018 C567579035EE $100 EE 4/1988 $101.64 $51. 64 6.00% 10/2000 4/2018 C567579036EE $100 EE 5/1988 $ 98.68 $ 4 8 . 68 6.00% 5/2000 5/2018 C567579037EE $100 EE 6/1988 $ 98 . 68 $48.68 6.00% 6/2000 6/2018 C567579038EE $100 EE 7/1988 $ 98.68 $ 4 8 . 68 6.00% 7/2000 7/2018 C567579039EE $100 EE 8/1988 $ 98.68 $48.68 6.00% 8/2000 8/2018 C567579041EE $100 EE 9/1988 $ 98.68 $ 4 8 . 68 6.00% 9/2000 9/2018 C567579040EE $100 EE 10/1988 $ 98. 68 $48.68 6.00% 10/2000 10/2018 C567579052EE $100 EE 11/1988 $ 95 .84 $45.84 6.00% 5/2000 11/2018 C567579051EE $100 EE 12/1988 $95.84 $45.84 6.00% 6/2000 12/2018 C567579054EE $100 EE 1/1989 $95.84 $45.84 6.00% 7/2000 1/2019 C567579058EE $100 EE 2/1989 $95.84 $45.84 6.00% 8/2000 2/2019 C567579060EE $100 EE 3/1989 $95.84 $45.84 6.00% 9/2000 3/2019 C567579059EE $100 EE 4/1989 $95.84 $45.84 6.00% 10/2000 4/2019 C567579053EE $100 EE 5/1989 $93.04 $43.04 6.00% 5/2000 5/2019 C567579056EE $100 EE 6/1989 $ 93.04 $43.04 6.00% 6/2000 6/2019 C567579055EE $100 EE 7/1989 $93.04 $43.04 6.00% 7/2000 7/2019 C567579061EE $100 EE 8/1989 $ 93.04 $43.04 6.00% 8/2000 8/2019 C567 57 9062EE $100 EE 9/1989 $93.04 $43.04 6.00% 9/2000 9/2019 C567579057EE $100 EE 10/1989 $93.04 $43.04 6.00% 10/2000 10/2019 C567579063EE $100 EE 11/1989 $90.32 $40.32 6.00% 5/2000 11/2019 1 = Not eligible for payment (purchase price) 2 = Matured (exchangable for HH) 3 = Matured (not exchangable) . = Possibly eligible for U.S. Savings Bond Education Benefit Program. See footnotes on Inventory Totals page. 4 Inventory 1 Inventory Summary Redemption Date: 4/2000 Number of Bonds Inventory Value Redemption Value Interest Pre-January 1990 Issue Dates: January 1990 and Later Issue Dates: 199 o 199 $46,816.69 $0.00 $46,816.69 $46,816.69 $0.00 $46,816.69 $33,647.94 $0.00 . $33,647.94 * Proceeds from Series EE & I savings bonds with issue dates beginning January 1990 may be eligible for special tax exemption when used for post-secondary education. For further information concerning the benefits and restrictions that apply, please contact the Internal Revenue Service. 1 These bonds are not eligible for payment within 6 months of their issue date. 2 These bonds have reached final maturity and will earn no additional interest. They can be exchanged for HH bonds within a year of their final maturity date. 3 These bonds have reached final maturity and will earn no additional interest. They are not eligible for exchange for Series HH bonds since they have been held over a year past their final maturity date. 5 Last Will of ROBERT A. PORTER I, ROBERT A. PORTER, a resident of Cumberland County, Pennsylvania, declare that this is my will. I hereby revoke all my previous wills and codicils. Article One Introductory Provisions Section 1. Marital Status I am currently married to MIRIAM R. PORTER, and all references to my spouse in this will are to her. Section 2. Children a. The name(s) and bil'th date(s) of my children: Name Birth date ROBERT A. PORTER, JR. MELODY A. PORTER August 2, 1952 December 14, 1954 All references to my children in this instrument are to these children and any children subsequently born to or adopted by me. Article Two Appointment of My Personal Representatives Section 1. Nomination of My Personal Representatives I appoint the following to be my Personal Representative: MIRIAM R. PORTER If for any reason the Personal Representative(s) named above are unable or unwilling to serve, the following successor Personal Representative(s) shall serve until the successor Personal Representative(s) on the list have been exhausted. Unless otherwise specified if Co-Personal Representatives are serving, the next following named successor Personal Representative shall serve only after all of the Co-Personal Representatives cease to act as Personal Representatives. (I) ROBERT A. PORTER, JR. AND (2) MELODY A. PORTER, OR THE SURVIVOR Section 2. Waiver of Bond No bond or undertaking shall be required of any Personal Representative nominated in my will. Section 3. General Powers My Personal Representative shall have full authority to administer my estate under the laws of the State of Pelillsylvania relating to the powers of fiduciaries. My Personal Representative shall have the power to administer my estate under the Pennsylvania Probate, Estates and Fiduciaries Code. 2 Article Three Disposition of My Property Section 1. Distribution to My Revocable Living Trust I give all of my property of whatever nature and kind and wherever located to my revocable living trust of which I am the Trustor known as: ROBERT A. PORTER and MIRIAM R. PORTER, Trustees, or their successors in trust, under the ROBERT A. PORTER LIVING TRUST dated and any amendments thereto Section 2. Alternate Disposition If my revocable living trust is not in effect for any reason, I give all of my property to my Personal Representative under this will as Trustee who shall hold, administer and distribute my property as a testamentary trust the provisions of which are identical to those of my revocable living trust on the date of execution of my will. Article Four Death Taxes Section 1. Definition of Death Taxes The term "death taxes" as used in my will shall mean all inheritance, estate, succession and other similar taxes that are payable by any person on account of that person's interest in the estate of the decedent or by reason of the decedent's death including penalties and interest but excluding the following: a. Any addition to the federal estate tax for any "excess retirement accumulation" under Internal Revenue Code Section 4980A. 3 b. Any additional tax that may be assessed under Internal Revenue Code Section 2032A. c. Any federal or state tax imposed on a generation-skipping transfer as that term is defined in the federal tax laws unless the applicable tax statutes provide that the generation-skipping transfer tax is payable directly out of the assets of my gross estate. Section 2. Payment of Death Taxes Pursuant to the terms of my revocable living trust all death taxes whether or not attributable to property inventoried in my probate estate shall be paid by the Trustee from that trust. However, if that trust does not exist at the time of my death or if the assets of that trust are insufficient to pay the death taxes in full, I direct my personal representative to pay any death taxes that cannot be paid by the trustee from the assets of my probate estate by prorating and apportioning those taxes among the beneficiaries of this will. Notwithstanding any other provision in my trust all death taxes incurred by reason of assets transferred outside of my trust or probate estate shall be assessed against those persons receiving such property. Article Five General Provisions Section 1. No Contest Clause If any person or entity other than me singularly or in conjunction with any other person or entity directly or indirectly contests in any court the validity of this will including any codicils thereto the right of that person or entity to take any interest in my estate shall cease and that person or entity shall be deemed to have predeceased me. Section 2. Captions The captions of Articles, Sections and Paragraphs used in this will are for convenience of reference only and shall have no significance in the construction or interpretation of this will. 4 Section 3. Severability Should any of the provisions of my will be for any reason. declared invalid such invalidity shall not affect any of the other provisions of this will, and all invalid provisions shall be wholly disregarded in interpreting this will. Section 4. Governing Law This will shall be construed, regulated and governed by and in accordance with the laws of the State of Pennsylvania. I signed this, my last will, on ~d?~ ROBERT A. PORTER 5 The foregoing Will was, on the day and year written above, published and declared by ROBERT A. PORTER in our presence to be his WilL We, in his presence and at his request, and in the presence of each other, have attested the same and have signed our names as attesting witnesses. We declare that at the time of our attestation of this Will, ROBERT A. PORTER was, according to our best knowledge and belief, of sound mind and memory and under no undue duress or constraint. Address: /lefidtfAl1 18 6 STATE OF PENNSYLVANIA : SS: COUNTY OF DAUPHIN We, ROBERT A. PORTER, S'1A2MlliJ/ ~ldo/Iand fZ"- f. he Testator and the witnesses, respectively, whose na{nes are signed to the foregoing Will, aving been sworn, declared to the undersigned officer that the Testator, in the presence of witnesses, signed the instrument as his last Will, that he signed, and that each of the witnesses, in the presence of the Testator and in the presence of each other, signed the Will as a witness. 1P-d~./ d, ~ ROBERT A. PORTER by on My commission expires: - ------- --,.~ --- -~-_._._-_._" I I~Ujfi.H!ll,L SEAL I COIJrJIE l. REESE, No/aoY Publi" , ., H8r;h:9y'- PA Dauphill County" __ ,_ Ly ClJlIl,ll!;J..!O!l Expire.s May 10. 1900 -~._.-..._-,-,. ~-~-~----~-~._"- 7 L The First Amendment to the Robert A. Porter Living Trust On January 2, 1996, !, Robert A. Porter, Tmstor, signed the Robert A. Porter Living Trust, more formally known as: Robert A. Porter and Miriam R. Porter, Trustees, or their successors in trust, under the Robert A. Porter Living Trust, dated January 2, 1996, and any amendments thereto. Pursuant to Article Four of my Living Tmst, which permits me to amend my trust in writing at any time, ! now wish to amend my trust as follows: Article Eleven of my Living Trust is hereby revoked in its entirety; and amended as \,-- follows: .~ Section 1. Division of Trust Property Into Shares Except as hereinafter provided, my Tmstee shall divide all trust property not previously distributed into separate shares as follows: A. Beneficiary Name Share ROBERT A. PORTER, JR. MELODY A, PORTER 50% 50% g, If my trust estate shall be subject to federal estate tax after taking into account the deductions and credits set forth in Article Seven, Section I.a of this agreement, the foregoing distribution shall be reduced to the extent necessary to eliminate any federal estate tax, The share of each child (or the share for one or more descendants of a deceased child) shall be reduced by fifty (50%) percent of the overall reduction of my trust estate necessary to eliminate federal estate taxes, The balance of my trust estate remaining after the foregoing reduction shall be distributed to the following charitable organizations: t....., Beneficiary Name Share MECHANICSBURG PRESBYTERIAN CHURCH, Mechanicsburg, Pennsylvania to be dedicated as follows: one-half (1/2) to the General Mission and one-half (112) to the music program 75% ELIZABETHTOWN COLLEGE SCHOLARSHIP PROGRAM Elizabethtown, Petillsylvania 25% The foregoing charitable distributions shall be used to establish an endowment fund in the memory of ROBERT A. PORTER and MIRIAM R. PORTER, the income only of which shall be used for the foregoing stated purposes. If one of the foregoing charitable organizations is not in existence at the time of my death, such distribution shall be made to a successor organization but in any event an organization exempt from federal income tax and a contribution to which qualifies for a charitable deduction against federal estate tax as provided in the Internal Revenue Code (as hereinafter defined). I ",--. Section 2. Distribution of Trust Shares for My Beneficiaries The trust share of each beneficiary named in Section 1 A. of this Article who survives me shall be held, administered and distributed as follows: a. Distribution of Trust Share for ROBERT A. PORTER, .fR. The trust share set aside for ROBERT A. PORTER, JR. shall be held, administered and distributed as follows: 1. Distributions of Net Income My Trustee shall immediately pay to, or apply for the benefit of such beneficiary all accumulated net income, free of the trust. 2. Distributions of Principal My Trustee shall immediately pay to, or apply for the benefit of, ROBERT A. PORTER, JR. all acclUllulated net income and principal, free of the trust. '......... \ "- 3. Distribution on Death of Beneficiary If such beneficiary should die before the complete distribution of the trust share, such trust shall terminate and my Trustee shall distribute the balance of the trust property to such beneficiary's then living descendants per stirpes. If such beneficiary has no then Jiving descendants, my Trustee shaIl distribute the balance of the trust property to my then living descendants per stirpes. If I have no then Jiving descendants, my Trustee shall distribute the balance of the trust property as provided for in the Articles that follow. b. Distribution of Trust Share for MELODY A. PORTER The trust share set aside for MELODY A. PORTER shall be held, administered and distributed as follows: 1. Distributions of Net Income , . , "-- My Trustee shall immediately pay to, or apply for the benefit of such beneficiary all accumulated net income, free of the trust. 2. Distributions of Principal My Trustee shall immediately pay to, or apply for the benefit of, MELODY A. PORTER all accumulated net income and principal, free of the trust. 3. Distribution on Death of Beneficiary If such beneficiary should die before the complete distribution of the trust share, such trust shall terminate and my Trustee shall distribute the balance of the trust property to such beneficiary's then living descendants per stirpes. If such beneficiary has no then living descendants, my Trustee shall distribute the balance of the trust property to my then living descendants per stirpes. '-' L If I have no then living descendants, my Trustee shall distribute the balance of the trust property as provided for in the Articles that follow. Section 3. Distribution of Trust Share for Descendant of Deceased Child My Trustee shall promptly distribute, free of the trust, all accumulated net income and principal of the trust share set aside for each of my deceased children to their descendants, if any, per stirpes. If any such descendant dies before the complete distribution of his or her trust share, that descendant's trust share shall terminate and my Trustee shall distribute the balance of the trust property to such descendant's then living descendants, per stirpes. If such descendant has no then living descendants, my Trustee shall distribute the balance of the trust property to my then living descendants, per stirpes. If I have no then living descendants, our Trustee shall distribute the balance of the trust property as provided for in the Articles that follow. Section 4. Distributions to Underage or Disabled Beneficiaries l '......-. Notwithstanding any other provision in this trust agreement, if any person otherwise entitled to receive a distribution of trust property is under 25 years of age or is mentally disabled or legally incompetent as defined in Article Fifteen, my Trustee shall retain and administer that person's trust property for his or her benefit as follows: a. My Trustee's Discretion My Trustee may pay to or apply for the benefit of such beneficiary so much of the net income and principal of the trust as my Trustee, in its discretion, deems proper considering all other sources of income and resources available to such beneficiary ljnd known to my Trustee. b. Paynlents Made to Beneficiary or Personal Representative My Trustee is authorized to make payments under this Section either directly to the beneficiary, to the beneficiary's personal representative or to any other person my Trustee may deem proper to be used for the benefit of the beneficiary. c. Trustee's Decisions are Final All decisions by my Trustee as to those it makes payment to, the purposes for which these payments are made, and the amounts to be paid out of the trust are within my Trustee's sole but reasonable discretion. ~. L d. Undistributed Net Income All undistributed net income shall be accumulated and added to the principal of the trust. e. Termination and Distribution My Trustee shall distribute the trust property to a beneficiary under this Section when such beneficiary reaches age 25, or when he or she is no longer disabled as determined by a court of competent jurisdiction, or upon certification by two licensed physicians that such beneficiary is able to properly care for his or her property and person. f. Death of Disabled or Underage Beneficiary i ......-. Upon the death of a beneficiary under this Section, my Trustee shall distribute all of such beneficiary's remaining trust share, including the trust principal and accrued and undistributed income, to any person or entity, and upon any trust, terms, and conditions, or to or in favor of the estate of such deceased beneficiary, as he or she may direct by his or her last will or living trust agreement. No exercise of this general power of appointment shall be effective unless it refers to this trust agreement and expressly indicates an intention to exercise this general power of appointment. All other articles are hereby ratified and confirmed. J executed this amendment on r~ /C( , 1996. J certify that J have read the foregoing amendment to my revocable living trust agreement, and that it correctly states the changes J desire to make in my trust. J approve this amendment to my revocable living trust in all particulars, and request my Trustees to execute it. ~~/2. ~ Robert A. Porter Trustor R~d.~ Robert A. Porter Trustee ',- hr:. ; A....J t€. ,D~ Miriam R. Porter Trustee L \ '- ACKNOWLEDGEMENT COMMONWEALTH OF PENNSYLVANIA : SS COUNTY OF DAUPHIN The foregoing amendment to the Robert A. Porter Living Trust was acknowledged before me on Gt~/ If ' 1996, by Robert A. Porter, as Trustor and Robert A. Porter and Miriam R. Por~ as Tr tees. Witness my hand and official seal. My commission expires: Notary Public fWTlJ~UU. COmJ1:: L. m:[s~. H"r'll"-Y f'f.\ D::1)Il.';,".:..l ~J~Y (;f~;n~i;'~dOl! r::'{r;i~'(;'~'. f, 'I.."..., The ROBERT A. PORTER LIVING TRUST prepared for ROBERT A. PORTER , , .'1!"""," JAMES, SMITH & DURKIN Attorneys-aI-Law 134 Sipe Avenue Hummelstown, Pennsylvania 17036 (717) 533-3280 FAX (717) 533-2795 It) .Jllmes. Smith & Durkin All Rights Reserved r, 'tlf~h'Jf Article One Article Two Article Three Article Four Article Five Article Six Article Seven Article Eight Article Nine '~---. Article Ten Article Eleven Article Twelve Article Thirteen Article Fourteen Article Fifteen ROBERT A. PORTER LIVING TRUST Table of Contents Trust Creation ...................................... I-I The Trust Estate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. 2-1 Appointment of Trustees. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. 3-1 Trustor's Lifetime Rights. .............................. 4-1 Trust Administration Upon My Death ...................... 5-1 Specific Distributions of Trust Property . . . . . . . . . . . . . . . . . . . .' 6-1 Division into Survivor's Trust and Family Trust. . . . . . . . . . . . . . .. 7-1 The Survivor's Trust. ................................. 8-1 The Family Trust . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .' 9-1 Common Pot Trust. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. 10-1 Division and Distribution of Trust Property. 11-1 Distribution If No Designated Beneficiaries. 12-1 Trustee Administration ............................... 13-1 Trustee Investment Powers. . . . . . . . . . . . . . . . . . . . . . . . . . . .. 14-1 General Provisions. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. 15-1 I. ,,-- ROBERT A. PORTER LIVING TRUST Article One Trust Creation Section 1. Parties to My Trust This trust agreement dated JAN () 2 1996 is made between ROBERT A. PORTER, the Trustor, also known as ROBERT A. PORTER, and the following initial Trustee: ROBERT A. PORTER MIRIAM R. PORTER Section 2. Name of My Trust This trust may be referred to as the: ROBERT A. PORTER LIVING TRUST, dated .IAN 0 2 18~S _. The formal name of my trust and the designation to be used for the transfer of title to the name of my trust is: ROBERT A. PORTER and MIRIAM R. PORTER, Tmstees, or their successors in trust, under the ROBERT A. PORTER LIVING TRUST dated ,il~IN II ~f9'J:' and any amendments thereto Section 3. Revocable Living Trust My trust is a revocable living trust. Section 4. Trustor as Trustee Unless otherwise provided in this trust agreement, when I am serving as Trustee under this trust, I may conduct business and act on behalf of my trust without the consent of any other Trustee. 1-1 ( r. .~ "'"..~- I '-' Section 5. . My Family a. Marital Status I am currently married and my spouse's name is MIRIAM R. PORTER. All references to my spouse in this trust agreement are to her. b. The name(s) and birth date(s) of the children of ROBERT A. PORTER are: Name Birth date ROBERT A. PORTER, JR. MELODY A. PORTER August 2, 1952 December 14, 1954 All references to the children of ROBERT A. PORTER in this instrument are to these children and any children subsequenHy born to or adopted by him. ]-2 , " 'i,~ Article Two The Trust Estate Section 1. Initial T.-ansfer of Property I hereby assign, convey, transfer and deliver to my Trustee all property set forth on Schedule "A", attached hereto, and made part of this trust agreement. My Trustee acknowledges receipt of all assets l.isted on the attached Schedule. All assets titled in the name of my trust or in the name of my Trustee, but not listed on Schedule "A", shall be considered a part of my trust estate as if they had been set forth on the attached Schedule. Section 2. Additional Transfer of Property My Trustee is authorized to accept additional transfers of property interests of all kinds, at any time in any marmer by me or any other person or entity. All property interests received by transfer, assignment, gift, bequest, devise or beneficiary designation shall become a part of my trust estate unless disclaimed by my Trustee. Section 3. Composition of Trust Property In addition to the property described in the previous Sections, my trust estate shall include the following: a. All insurance policies transferred to my trust or policies in which my trust is named as beneficiary plus the proceeds of those policies; b. Any interest in any pension, retirement or death benefit, bonus, profit-sharing or employee's savings plan or any similar contract created or entered into by an employer for the benefit of some or all employees which is transferred to my trust or in which my trust is named as beneficiary and all proceeds of any such benefit, bonus, plan or contract; and c. Any other property or interest in property which becomes subject to my trust. 2-1 I I"""," "'- \..;-., Section 4. Acceptance of Trust Property All property transferred to my trust and not disclaimed by my Trustee shall be held, administered and distributed according to the terms of this agreement. Section 5. Trust Property Schedule The trust property transferred to my trust is set forth on Schedule "A", 2-2 Article Three ',j "~' Appointment of Trustees Section 1. Definition of Trustee All references in this agreement to "Trustee" shall be deemed a reference to the person or entity who is then serving as Trustee and shall include alternate or successor Trustees or Co-Trustees unless the context requires otherwise. Section 2. Resignation of a Trustee Any Trustee may resign at any time without court approval by giving written notice to me or to my personal representatives. If I am not living, written notice shall be given to my successor Trustee, or if there is no successor, to the beneficiaries then entitled to receive income or principal distributions under this agreement, to their respective personal representatives, or if such beneficiaries then be minors, to the persons having the care or custody of them. Section 3. Removal of a Trustee ! '......, Any Trustee may be removed under this agreement as follows: a. While I am Both Alive and Competent While I am both alive and legally competent, I shall have the right to remove any Trustee appointed under this agreement at any time with no requirement that the removed Trustee receive any reason for such termination. b. Removal by Others After my death or legal incompetency, any Trustee may be removed by a majority vote of the beneficiaries then entitled to receive income or principal distributions under this trust agreement or their personal representatives at any time for cause. c. Notice to Removed Trustee Written notice of removal under this agreement shall be effective immediately when signed by the person or persons authorized to make the removal and delivered to the Trustee personally or deposit by United States certified mail, '- 3-1 (; \, ...", return receipt requested. The written notice removing a Trustee shall designate a successor Trustee. d. Transfer of Trust Property The Trustee so removed shall promptly transfer and deliver to the successor Trustee all property of the trust under its possession and control. Section 4. Designated Successor Trustees Whenever a Trustee is removed, dies, resigns, becomes legally incapacitated or is otherwise unable or unwilling to serve, that Trustee shall be replaced as follows: a. The Death or Disability of a Trustee While I am Serving as Trustee I may serve as the only Trustee or I may name any number of Trustees to serve with me. If any of these other Trustees subsequently die, resign, become legally incapacitated or are otherwise unable or unwilling to serve as a Trustee, I may or may not fill the vacancy. I. """'--" b. Disability Trustees of ROBERT A. PORTER Upon the disability of ROBERT A. PORTER, if he is then serving as an initial Trustee he shall be replaced by the following Disability Trustee(s): MIRIAM R. PORTER If, for any reason, the Disability Trustee(s) named above are unable or unwilling to serve, the following successor Disability Trustee(s) shall serve until the successor Disability Trustee(s) on the list have been exhausted. Unless otherwise specified, if Co-Disability Trustees are serving, the next following named successor Disability Trustee shall serve only after all of the Co-Disability Trustees cease to act as Trustees. (I) ROBERT A. PORTER, JR. AND (2) MELODY A. PORTER, OR THE SURVIVOR \...~" 3-2 I ~I c. Death Trustees of ROBERT A. PORTER Upon tbe deatb of ROBERT A. PORTER, if he is then serving as an initial Trustee he shall be replaced by the following Death Trustee(s): MIRIAM R. PORTER If, for any reason, the Death Trustee(s) named above are unable or unwilling to serve the following successor Death Trustee(s) shall serve until the successor Death Trustee(s) on the list have been exhausted. Unless otherwise specified, if Co-Death Trustees are serving the next following named successor Death Trustee shall serve only after all of the Co-Death Trustees cease to act as Trustees. (I) ROBERT A. PORTER, JR. AND (2) MELODY A. PORTER, OR THE SURVIVOR Section 5. Definition of Disability , ''";\0._... A Trustee shall be considered disabled in the event that a court of competent jurisdiction determines that such Trustee is legally incompetent, or in the event that a Trustee is not adjudicated incompetent but, by reason of illness or mental disability, such Trustee has been certified by two licensed physicians to be unable to properly handle his or her own affairs. Section 6. No Designated Successor Trustees If at any time there is no Trustee acting under this agreement and there is no person or institution designated and qualified as a successor Trustee, a majority of the beneficiaries then eligible to receive distributions of income or principal under this agreement or their legal representatives sball appoint a successor Trustee. If any trust existing under this agreement lacks a Trustee and no successor is appointed pursuant to this Section, the vacancy shall be filled by a court of competent juris~iction. Section 7. Responsibility of Successor Trustees A successor Trustee shall have the same rights, powers, duties, discretions and immunities as if it had been named as initial Trustee under this agreement. No successor Trustee shall be personally liable for any act or failure to act of any predecessor Trustee or shall have any duty to examine the records of any earlier Trustee. A successor Trustee may accept the account 3-3 :~ t~~, Article Four Trustor's Lifetime Rights Section 1. Rights While I am Alive and Legally Competent During my lifetime while I am legally competent, I shall have the following powers over the trust property and my Trustee: a. Right to Trust Income My Trustee shall pay to me or apply for my benefit all the net income from this trust monthly or in other convenient installments as I may direct. b. Right to Trust Principal :'I;,-~ My Trustee shall pay to me or apply for my benefit such sums from the principal of this trust as I may direct. I may not, however, direct my Trustee to make gifts from trust property to third parties. If my Trustee inadvertently makes a distribution I intended as a gift directly from the trust to a third party, that distribution shall be construed as a distribution to me first then a gift to the third party from me. c. Right to Add and Remove Property By written direction delivered to my Trustee, I may add other property to my trust or withdraw property in any amount and at any time. d. Right to Amend or Revoke My Trust I shall have the right to amend, modify, alter, revoke or terminate my trust or any separate trusts created under this agreement at any time in whole or in part. Any amendment or revocation of this trust agreement must be delivered to my Trustee in writing. The power to amend, revoke or terminate this trust is personal to me and may not be exercised by any other person or entity. After my death, this trust or any trust created by this agreement shall be irrevocable and not subject to amendment. , \_.. 4-1 I, \~ e. Delivery of Property After Revocation After any revocation or termination of any trust created by this agreement my Trustee shall promptly deliver the designated trust property to me. f. Trustee's Retention of Assets Upon Revocation In the event of any revocation of all or part of my trust, my Trustee shall be entitled to retain sufficient assets to reasonably secure the payment of liabilities my Trustee has lawfully incurred in administering the trust and any fees that have been earned by my Trustee until such time as those liabilities have been discharged and fees paid, unless I indemnify my Trustee against loss or expense. Section 2. Power to Direct Investments I shall have the right to direct investments of trust property as follows: a. Invest trust funds in specified securities, properties or other forms of investment; b. Retain as part of the trust estate for specified periods of time securities, properties or other forms of investment held in trust under this instrument; and ""-' c. Sell, encumber, lease, abandon or dispose of any trust property. My Trustee shall not be liable for any losses sustained as a direct or indirect result of any action taken in accordance with the terms of the written direction. All directions shall be in a writing signed by me, specifying, if applicable the period of time during which the instructions shall remain in effect and describing any other conditions affecting the directions. 4-2 I ~. "'- I , ~ I, "'--. Section 3. Trustol"s Rights During Disability a. Disability Defined I shall be considered disabled in the event a court of competent jurisdiction determines that I am legally incompetent or, in the event that I am not adjudicated incompetent but by reason of illness or mental disability, I am in the opinion of two licensed physicians unable to properly handle my own affairs. b. Income and Principal Distl'ibutions My Trustee during the period of a a Trustor's disability shall pay to or apply for that Trustor's benefit as much of the net income and principal of my trust estate as my Trustee in its sole discretion shall deem necessary or advisable. c. Payment of Obligations My Trustee during the period of my disability shall from time to time, pay my valid obligations, my medical expenses and provide for my comfortable maintenance and welfare taking into consideration my other income or resources. d. Income and Principal Distributions for Spouse My Trustee shall pay to or apply for the benefit of my spouse as much of the principal and net income of my trust estate as my Trustee in its sole discretion shall deem necessary or advisable from time to time for my spouse's health, maintenance, support and education, taking into consideration her other income or resources. e. Trustee Guidelines In making distributions under this Section my Trustee shall give primary consideration to my needs and secondary consideration to the needs of my spouse. 4-3 ! \,,- f. Tax Planning During my life if I shouid become disabled, my Trustee may exercise the foliowing powers as attorney in fact on my behalf, either alone or in conjunction with any other attorney in fact under a durable power of attorney, but the primary concern of my Trustee shall be for my welfare and secondarily for the welfare of my lineal descendants for tax planning: I. My Trustee may make additional distributions to my lineal descendants equaliy by class for the purpose of continuing any gift program initiated by me which my Trustee reasonably determines will achieve beneficial results for estate and/or income tax planning purposes. 2. My Trustee may initiate a gift program on my behalf which my Trustee reasonably determines will achieve beneficial results for estate and/or income tax planning purposes by making distributions to my lineal descendants equally by class so long as such distributions are made in the form which qualify for and are limited to the annual exclusion for federal gift tax purposes. .,........ 3. During any period when I am disabled, my Trustee shall be under no obligation to initiate, recommend or consider any tax planning objective or program for me and any exercise of its discretion in this regard when conducted in good faith shall not subject it to liability to any person affected thereby. ';. 4-4 I ~ Section 4. Exercise of Trustor's Rights and Powers by Others . Any right or power that I could exercise personally under the terms of this agreement except the power to amend, revoke or terminate any trust created by this agreement may be exercised for and on behalf of me by any attorney in fact who, at the time of the exercise, is duly appointed and acting for me wlder a valid and enforceable durable power of attorney executed by me or, if there is no such attorney in fact, by my duly appointed and acting conservator after petition to a court of competent jurisdiction. The power to amend, revoke or terminate any trust created by this agreement is personal to me and may not be exercised by any other person or entity. Section 5. Rights Concerning Standby Property It is contemplated that certain assets may be added to the trust estate from time to time with the possession and control thereof retained by or redelivered to me. If I execute and deliver to my Trustee an instrument effectively transferring such assets to my Trustee together with any further documentation necessary to effect the record transfer thereof, in the event of my death or incapacity the assets shall be deemed to be assets of the trust estate and held by me as the nominee of my Trustee. During the period such assets are in my possession they shall be subject to the following terms and conditions: ~ ......- a. b. "-.- I may receive directly and devote to my own use and benefit any dividends, interest, income or distributions from or upon such assets and neither I nor my Trustee shall have any duty of accounting to the other or to any other person with regard thereto. Any sale, exchange or other transfer of such assets by me shall constitute a withdrawal of snch assets from the trust estate and my Trustee shall have no further interest therein or duties with regard thereto. Though not a condition precedent to any snch withdrawal, I agree to notify my Trustee of all such withdrawals. 4-5 ! \,~, c. I shall be responsible for the reporting of the income from such assets to the appropriate taxing authorities and my Trustee shall have no responsibility for including such income on any fiduciary returns prepared by it or for the preparation of any other income tax return with respect thereto unless I duly notify my Trustee of such income items and a full and adequate accounting thereof is made and presented to my Trustee. d. I shall protect and indemnify my Trustee against all losses, liabilities and expenses which may result directly or indirectly from my use, possession, management or control of such assets. e. '.....- Section 6. Upon my death or incapacity, my Trustee shall be entitled to the possession thereof and thereafter shall have all the rights, powers and duties with respect to such assets which are otherwise granted to my Trustee herein. It is understood that my Trustee shall be responsible only for the assets which actually come into its possession and control. However, it is also understood that my Trustee shall use any reasonable and prudent means to secure possession of any trust assets of which it has knowledge. My Trustee shall have no duty, accountability or responsibility to me or to any other person with respect to any assets of which it has no knowledge or of which it is unable to obtain possession and control. Trustor/Trustee Bank Accounts It is contemplated that I may establish a joint bank account or accounts with my Trustee and create powers of attorney in respect thereof in other persons. Deposits from time to time made by me or other authorized persons into such an account shall constitute transfers to the trust estate and withdrawals therefrom which may be made without the co-signature of my Trustee shall constitute withdrawals from the trust estate. However, my capacity and other authorized persons with respect to any such account shall be that of nominee of my Trustee not co-owner. At any given time the trust estate shall include the then balance of any such account. '-,_. 4-6 I ~~~ Section 7. Life Insurance Policies and Retirement Plans Unless otherwise provided in this trust agreement or elsewhere, I shall have all powers over life insurance policies and retirement benefits owned by or made payable to my trust, including the following: a. Payment of Premiums I shall be responsible for the payment of premiums and other charges on each policy or insurance owned by or made payable to my trust. My Trustee shall have no duty to make any payment or be responsible to determine whether such payments have been made. b. Custody of Policies My Trustee shall not be responsible for the custody or safekeeping of any life insurance policy before its actual delivery to my Trustee nor after its withdrawal by its owner. c. Change Beneficiaries ""-" I shall have the right to change the beneficiary and to receive any dividends or other earnings of such policies or plans without accountability therefor to my Trustee or any beneficiary in this agreement. d. Assignment I may assign any policy or plan benefits to any lender to the extent allowed by law including my Trustee as security for any loan to me or any other person. e. Surrendered Policies If any life insurance policy is surrendered or if the beneficiary of any policy is changed, this trust agreement shall be revoked with respect to such policy. However, no revocation of the trust with respect to any policy whether pursuant to the provisions of the preceding sentence or otherwise shall be effective unless the surrender or change in beneficiary of the policy is accepted by the insurance company. Section 8. Undistributed Net Income Any net income not distributed under the provisions of this Article shall be added to the trust principal. r \...- 4-7 , ~. Article Five Trust Administration Upon My Death Section 1. Trustees Discretion to Pay My Debts and Taxes After my death my Trustee in its sole discretion may pay all or any part of my following expenses, debts, claims and taxes becoming due or payable by reason of my death: a. My final medical expenses and all funeral costs; b. Legally enforceable claims against me or my estate; c. Reasonable expenses of administration of this trust and my probate estate, if any; d. Any allowances mandated by a court of competent jurisdiction to those dependent upon me; e. Any estate, inheritance, succession, death or similar taxes payable by reason of my death; and "'-" f. Any penalties or interest on any of the above claims, debts or taxes owed by me or my estate. Section 2. . Payment by My Trustee or by My Personal Representative My Trustee in its sole discretion may make distributions authorized under this Article either directly to the person or entities to whom payment is owed or to the personal representative of my probate estate. Written statements by my personal representative that such sums are due and payable by my estate shall be sufficient evidence of their amount and propriety for the protection of my Trustee. My Trustee shall be under no duty to see to the application of any such payments made to my personal representative. Section 3. Tax Elections With regard to the payment of any income tax, gift tax, estate tax, inheritance tax or any other tax required because of my death, my Trustee shall have the right to make any available elections allowed under the law. My Trustee is authorized to sign and file any tax return required because of my death. 5-1 , ~ I.. "'-... Section 4. Payment of Death Taxes, Claims and Expenses a. Payment out of Trust Property All death taxes, claims and expenses payable under the provisions of this Article shall be paid by my Trustee out of the trust estate except as specifically provided for elsewhere in this agreement. b. Exception for Property Passing Outside of Trust Notwithstanding any other provision in my trust all death taxes, claims and expenses incurred by reason of assets passing outside of my trust or probate estate shall be assessed against those persons receiving such property. c. No Payment from Survivor's Share Notwithstanding any othcr provision in my trust unless all other assets available to my Trustee have been exhausted, all death taxes, claims and expenses payable under the provisions of this Article shall not be paid from the Survivor's Trust as defined in Article Eight or from any property passing to my surviving spouse that qualifies for the federal estate tax marital deduction. 5-2 t.,... '-- ~. Article Six Specific Distributions of Trust Property Section 1. No Specific Distributions My Trustee shall make no specific distributions of trust property to any beneficiaries under this trust agreement upon my death. All distributions of trust property shall be made in the Articles that follow. 6-1 f ~ Article Seven Division into Survivor's Trust and Family Trust Section 1. '. Division of the Trust Estate Upon my death my Trustee shall allocate and distribute the remaining trust estate including any property that becomes distributable or payable to my Trustee at my death into two separate shares to be identified as the Survivor's Share and the Family Share. a. Property Transferred to the Survivor's Share The Survivor's Share shall consist of assets having a value equal to the minimum amount necessary to eliminate or to reduce to the maximum extent possible any federal estate tax at my death, taking into account the following: . , '- I. The net value for federal estate tax purposes of all other property that passes or has passed to my surviving spouse under this trust agreement, my probate estate or otherwise that qualifies for the federal estate tax marital deduction; 2. All federal estate tax deductions actually allowed other than the marital deduction; 3. The unified credit available to my estate; 4. The credit for state death taxes available to my estate, to the extent that the use of that credit does not result in or increase any death tax payable to any state; and 5. Any other allowable credits available to my estate, except the credit for tax on prior transfers from a "transferor", as defined in Internal Revenue Code Section 2013, who dies within two years after the date of my death but only to the extent that those credits do not disqualify this gift from receiving the marital deduction. - 7-1 I 1._, !. '- I '-- b. Survivor's Share to be Administered as Snrvivor's Trust The Survivor's Share shall be held, administered and distributed according to the provisions of the Survivor's Trust as set forth in Article Eight of this trust agreement c. Property TransfelTed to the Family Share The Family Share shall consist of all assets not distributed to the Survivor's Share, d. Family Share to be Administered as Family Trust The Family Share shall be held, administered and distributed according to the provisions of the Family Trust as set forth in Article Nine of this trust agreement. Section 2. Allocation and Valuation of Assets In allocating assets between the Survivor's Share and the Family Share, my Trustee shall allocate the trust assets that qualify for the marital deduction between the Survivor's Share and the Family Share in cash or in kind or partly in each on a pro rata or non pro rata basis and in undivided interests or not; subject, however, to the following: a. Qualification for Marital Deduction Only assets that qualify for the marital deduction shall be allocated to the Survivor's Share, b. Valuations of Allocations ill Kind Assets allocated in kind shall be deemed to satisfy the marital deduction amount on the basis of their values as finally determined for federal estate tax purposes provided, however, that my Trustee shall act impartially, consistent with equitable principles requiring impartiality among beneficiaries in allocating assets in satisfaction of the marital deduction share so that any distribution of assets in satisfaction of the marital deduction share shall be made of assets including cash fairly representative of appreciation or depreciation in the value of all property thus available for distribution, c. Income The Survivor's Share shall be entitled to a pro rata share of the income earned 7-2 I ~ on deceased Trustor's residuary probate and trust assets from the date of deceased Trustor's death including a share of income earned on assets used to discharge liabilities. d. FOI'eign Death Tax Credit My Trustee shall not allocate assets that qualify for the foreign death tax credit to the Survivor's Share unless all other assets or interests available for allocation have been so allocated. e. Insurance on the Life of My Surviving Spouse My Trustee shall not allocate any policy of insurance on the life of my surviving spouse to the Survivor's Share that is my separate property. f. Insurance on the Lives of Others Any incidents of ownership to a policy of insurance on the life of a person other than me shall be allocated to the Family Share. g. Lack of Property to Fully Fund the Survivor's Share '- If there is insufficient property qualifying for the federal estate tax marital deduction to fully fund the Survivor's Share, the funding to the Survivor's Share shall be reduced accordingly. Section 3. Intention that Survivor's Share Qualify for Marital Deduction I intend that the Survivor's Share qualify for the federal estate tax marital deduction and this agreement shall be construed accordingly. All other provisions of this trust agreement shall be subordinate to that intent. If the granting of any right, power, privilege, authority, or immunity to my Trustee or another person and the imposition of any duty upon my Trustee or another person by any provision of this trust agreement would disqualify any share or interest of a beneficiary hereunder from qualifying for the federal estate tax marital deduction provided by Section 2056 of the Code, such provision shall be ineffective if and to the extent that the same if effective would so disqualify such share or interest. The provisions of this Section shall also apply to my probate estate, personal representative and all beneficiaries, devisees and legatees. Notwithstanding any other provision in this trust agreement to the contrary, my surviving spouse at any time shall have the right to direct my Trustee in writing to convert within a reasonable time any unproductive trust property to income producing property. Section 4.. Disclaimer of Property '-". 7-3 , if. ~~ Any property or portion of propeliy that is disclaimed by my surviving spouse shall be held, administered or distributed according to the following terms: a. Property Disclaimed My surviving spouse may disclaim any property held or distributed to or for the benefit of my surviving spouse under this trust agreement. b. Time to Disclaim My survlVlng spouse may disclaim within the time limits and under the conditions permitted by the laws regulating disclaimers. c. Delivery of Disclaimer to My Trustee A disclaimer by my surviving spouse may be exercised by the delivery to my Trustee of an irrevocable and unconditional refusal to accept any or all property interests passing to my surviving spouse or the Survivor's Share. d. Disclaimer of Survivor's Share .- If my surviving spouse exercises a disclaimer with respect to any or all property set aside as the Survivor's Share, stich disclaimed interest shall be added to the Family Share. e. Disclaimer of Family Share If my surviving spouse exercises a disclaimer with respect to any or all property set aside as the Family Share, stich disclaimed interest shall be distributed under the relevant terms of this agreement as though my surviving spouse had predeceased me. Section 5. Retirement Accounts If my Trustee is named the beneficiary of an interest in one or more plans which are qualified under Internal Revenue Code Section 401 or one or more Individual Retirement Accounts qualified under Internal Revenue Code Section 408 (hereinafter "Retirement Accounts"), then my Trustee shall allocate the benefits payable from such Retirement Accounts to the Survivor's Trust (or a share hereunder) without underfunding the Family Trust, if possible. Furthermore, if one or more Retirement Accounts are distributed to the Survivor's Trust in installment payments, the following provisions shall apply: 7-4 ~. a. Amount To Be Distributed My Trustee shall pay to or apply for the sole benefit of my surviving spouse, at least quarterly, the greater of (i) all of the net income earned by the Retirement Account, or (ii) the amount required to be distributed from such Retirement Account under Internal Revenue Code Section 401(a)(9). My Trustee shall take all of the necessary action to cause the Retirement Account to distribute to the Snrvivor's Trust the amount required to be distributed to the Surviving Trustor under this paragraph. b. Qualifying Income Interest My Trustee shall take all of the necessary action to assure that the interest of my surviving spouse qualifies as a qualifying income interest for life pursuant to Internal Revenue Code Section 2056(b)(7). c. Principai and Income Allocation I "l,~., My Trustee shall allocate to the income of the Survivor's Trust all of the net income earned by the Retirement Account and paid to that trust regardless of whether the Retirement Account is allocated to principal for trust accounting purposes. My Trustee shall allocate to principal of the Survivor's Trust all other distributions from the Retirement Account. d. Undet'pt"oductive Property The surviving spouse shall have the power to direct my Trustee to compel any Retirement Account from which distributions are made to the Survivor's Trust to be invested in income-producing assets. e. Power to Accelerate Distributions My Trustee shall elect an option under each Retirement Account which allows my Trustee in its discretion to accelerate distributions and to receive one or more lump sum payments from such Retirement Account so that my Trustee has the flexibility to withdraw principal in its discretion from the Retirement Account. If such an option is not available under the Retirement Account, my Trustee shall take all of the necessary action to cause such Retirement Account to be transferred to an Individual Retirement Account which offers such flexibility and which is titled in the participant's name and is qualified under Internal Revenue Code Section 408; provided however, that such transfer is not treated as a taxable distribution for income tax pnrposes. 7-5 t \""", Article Eight Survivor's Trust Section 1. Rights of Surviving Spouse in the Survivor's Trust My Trustee shall hold, administer and distribute the assets of Survivor's Trust as follows: a. Payment of Income My Trustee shall pay to or apply for the benefit of the surviving spouse so long as the surviving spouse lives the entire net income of the Survivor's Trust in monthly or other convenient installments agreed upon by the surviving spouse and my Trustee, but not less often than annually. I. \_" If my Trustee is entitled to payments from any Retirement Account, it shall allocate to income from payments received in any calendar year an amount equal to the income earned by the account in such year, and any excess shall be allocated to principal, and if the payments in such year shall be less than the amount equal to the income earned by the account in such year, my surviving spouse shall have the continuing right to require my Trustee to withdraw from the account and pay to him/her as income an additional amount so that he/she can be paid an amount equal to such income. Notwithstanding the preceding sentence, if the Internal Revenue Service should determine that for the Survivor's Trust to qualify for the marital deduction all of the income earned by the account does not have to be distributed to my surviving spouse or be subject to his/her withdrawal right, then only the amount required for such qualification shall thereafter be distributed to himlher or be subject to his/her withdrawal right. b. General Power of Appointment Over Undistributed Net Income Upon the death of the surviving spouse, my Trustee shall distribute all of the trust property, including the trust principal and accrued and undistributed income, to any person or entity and upon any trust, terms and conditions, or to or in favor of the estate of the surviving spouse as the surviving spouse may direct by his or her last will or living trust agreement. No exercise of this general power of appointment shall be effective unless it refers to this trust agreement and expressly indicates an intention to exercise this general power of appointment. My Trustee may rely upon any instrument admitted to probate as the last will of the surviving spouse in carrying out the terms of the power of appointment and shall not be liable for any good faith act in reliance upon that I -""".......' 8-1 \... will even if for any reason it is later determined to be invalid with respect to its purported exercise of this power of appointment. If my Trustee receives no notice of the existence of a will of the surviving spouse within six (6) months after the death of the surviving spouse, my Trustee may distribute the trust assets and income as though this power of appointment had not been exercised and shall in that event be conclusively presumed to have acted in good faith, even if a valid will is thereafter discovered. c. Discretionary Payment of Principal At any time or times during the trust term my Trustee shall pay to or apply for the benefit of the surviving spouse so much of the principal of the Survivor's Trust as my Trustee deems proper for the surviving spouse's health, maintenance, support and education. In exercising discretion my Trustee shall give the consideration that my Trustee deems proper to all other income and resources then readily available to the surviving spouse for use for these purposes that are then known to my Trustee. d. Limited Power of Appointment (~- By either a last will or by a living trust agreement the surviving spouse shall have the limited testamentary power to appoint to or for the benefit of my descendants some or all of the principal and any accrued but undistributed net income of Survivor's Trust as it exists at the death of the surviving spouse. The surviving spouse may appoint trust assets under this limited testamentary power among my descendants in equal or unequal amounts, either directly or in trust as the surviving spouse directs. This limited testamentary power of appointment shall not be exercised in favor of the surviving spouse's estate, the creditors of the surviving spouse, the creditors of the surviving spouse's estate or in any way which would result in any economic benefit to the surviving spouse. Section 2. Trustee's Discretion to Pay Debts and Taxes The Survivor's Trust shall terminate upon the death of the surviving spouse. My Trustee, shall hold and administer the unappointed balance or remainder of the Survivor's Trust as follows: a. Surviving Spouse's Debts and Taxes My Trustee, in its sole discretion, may pay all or any part of the survlvmg spouse's following expenses, debts, claims and taxes becoming due or payable by reason of the surviving spouse's death: 8-2 , , "'- 1. Final medical expenses and all funeral costs; 2. Legally enforceable claims against the surviving spouse or the surviving spouse's estate; 3. Reasonable expenses of administration of this trust and the surviving spouse's probate estate if any; 4. Any allowances mandated by a court of competent jurisdiction to those dependent upon the surviving spouse; 5. Any estate, inheritance, succession, death or similar taxes payable by reason of the death of the surviving spouse; and 6. Any penalties or interest on any of the above claims, debts or taxes owed by the surviving spouse or the surviving spouse's estate. Section 3. Payment by My Trustee or Personal Representative ....~. My Trustee in its sole discretion may make distributions authorized under this Article either directly to the person or entities to whom payment is owed or to the personal representative of the surviving spouse's probate estate. Written statements by the surviving spouse's personal representative that such sums are due and payable by the estate shall be sufficient evidence of their amount and propriety for the protection of my Trustee. My Trustee shall be under no duty to see to the application of any such payments made to the surviving spouse's personal representative. Section 4. Tax Elections With regard to the payment of any income tax, gift tax, estate tax, inheritance tax or any other tax required because of the death of the surviving spouse, my Trustee shall have the right to make any available elections allowed under the law. My Trustee is authorized to sign and file any tax return required because of the death of the surviving spollse. Section 5. Administration of Survivor's Trust Remainder After payment of debts, expenses and taxes, my Trustee shall hold and administer the unappointed balance or remainder of the Survivor's Trust as provided in the Articles that follow. '-- 8-3 , ~ Article Nine Family Trust Section 1. Rights of Surviving Spouse in the Family Trust My Trustee shall hold, administer and distribute the assets of the Family Trust as follows: a. Payment of Income My Trustee shall pay to or apply for the benefit of my surviving spouse, so long as my surviving spouse lives, the entire net income of the Family Trust, in monthly or other convenient installments agreed upon by my surviving spouse and my Trustee, but not less often than annually. b. Discretionary Payment of Principal i ,.........-' At any time or times during the trust term, my Trustee shall pay to or apply for the benefit of my surviving spouse so much ofilie principal of the Family Trust as my Trustee, in its discretIOn,' deems proper for my surviving spouse's health, maintenance, support and education. c. Guidelines for Trustee's Discretion No amount paid or applied need thereafter be repaid to my Trustee or restored to my trust. In exercising discretion, my Trustee shall give the consideration that my Trustee deems proper to all other income and resources that are known to my Trustee and that are readily available to my surviving spouse for use for these purposes. My Trustee shall accumulate and add to principal any net income not distributed. d. Surviving Spouse's Right to Witbdraw Principal My surviving spouse shall have the power to withdraw from the Family Trust principal each calendar year those amounts that shall not exceed the greater of five thousand dollars ($5,000) or five (5) percent of the assets, valued as of the end of the preceding calendar year. My surviving spouse shall exercise this power by a written instrument signed by him or her and delivered to my Trustee. This power is noncumulative and to the extent it is not exercised by the end of January of each calendar year, it shall lapse. This power shall exist each year until the death of my surviving spouse. 9-1 ;. { ~, i ',,- \. '~~- Section 2. Termination of the Family Trust On the death of my surviving spouse, the Family Trust shall terminate. All undistributed trust assets, including any accrued and undistributed net income, shall be held, administered and distributed in the Articles that follow. 9-2 t~~, I '- I '-. Article Ten Common Pot Trust After the death of the Trustor my Trustee shall not create a Common Pot Trust All trust property that has not been distributed under prior Articles of this trust agreement shall be held, administered, divided and distributed according to the provisions of the Articles that follow. 10-1 , '. 't,,-Ij" Article Eleven Division and Distribution of Trust Property Section 1. Division of Trust Property Into Shares My Trustee shall divide all trust property not previously distributed into separate shares as follows: Beneficiarv Name Share ROBERT A. PORTER, JR. MELODY A. PORTER 50% 50% Section 2. Distribution of Trust Shares for My Beneficiaries The trust share of each beneficiary named in Section I. of this Article who survives me shall be held, administered and distributed as follows: a. Distribution of Trust Shat'e for ROBERT A. PORTER, JR. The trust share set aside for ROBERT A. PORTER, JR. shall be held, administered and distributed as follows: 1. Distributions of Net Income My Trustee shall immediately pay to, or apply for the benefit of such beneficiary all accumulated net income, free . of the trust. 2, Distributions of Principal My Trustee shall immediately pay to, or apply for the benefit of, ROBERT A. PORTER, JR. all accumulated net income and principal, free of the trust. \.....- II-I , ',i ~~" 3, Distribution on Death of Beneficiary If such beneficiary should die before the complete distribution of the trust share, such trust shall terminate and my Trustee shall distribute the balance of the trust property to such beneficiary's then living descendants per stirpes. If such beneficiary has no then living descendants, my Trustee shall distribute the balance of the trust property to my then living descen- dants per stirpes. If I have no then living descendants, my Trustee shall distribute the balance of the trust property as provided for in the Articles that follow. b, Distribution of Trust Share for MELODY A. PORTER The trust share set aside for MELODY A. PORTER shall be held, administered and distributed as follows: 1. Distributions of Net Income I '- My Trustee shall immediately pay to, or apply for the benefit of such beneficiary all accumulated net income, free of the trust. 2. Distributions of Principal My Trustee shall immediately pay to, or apply for the beuefit of, MELODY A. PORTER all accumulated net income and principal, free of the trust. 3. Distribution on Death of Beneficiary .i .,. '. If such beneficiary should die before the complete distribution of the trust share, such trust shall terminate and my Trustee shall distribute the balance of the trust property to such beneficiary's then living descendants per stirpes. \ ,-. 11-2 ~ If such beneficiary has no then living descendants, my Trustee shall distribute the balance of the trust property to my then living descen- dants per stirpes. If I have no then living descendants, my Trustee shall distribute the balance of the trust property as provided for in the Articles that follow. Section 3. Distribution of Trust Share fOl' Descendant of Deceased Child My Trustee shall promptly distribute, free of the trust, all accumulated net income and principal of the trust share set aside for each of my deceased children to their descendants, if any, per stirpes. If any such descendant dies before the complete distribution of his or her trust share, that descendant's trust share shall terminate and my Trustee shall distribute the balance of the trust property to such descendant's then living descendants, per stirpes. If such descendant has no then living descendants, my Trustee shall distribute the balance of the trust property to my then living descendants, per stirpes. If I have no then living descendants, our Trustee shall distribute the balance of the trust property as provided for in the Articles that follow. "- Section 4. Distributions to Underage or Disabled Beneficiaries Notwithstanding any other provision in this trust agreement, if any person otherwise entitled to receive a distribution of trust property is under 25 years of age or is mentally disabled or legally incompetent as defined in Article Twelve, my Trustee shall retain and administer that person's trust property for his or her benefit as follows: a. My Trustee's Discretion My Trustee may pay to or apply for the benefit of such beneficiary so much of the net income and principal of the trust as my Trustee, in its discretion, deems proper considering all other sources of income and resources available to such beneficiary and known to my Trustee. , :..._- 11-3 I ,-,. b. Payments Made to Beneficiary or Personal Representative My Trustee is authorized to make payments under this Section either directly to the beneficiary, to the beneficiary's personal representative or to any other person my Trustee may deem proper to be used for the benefit of the beneficiary. c. Trustee's Decisions are Final All decisions by my Trustee as to those it makes payment to, the purposes for which these payments are made, and the amounts to be paid out of the trust are within my Trustee's sole but reasonable discretion. d. Undistributed Net Income All undistributed net income shall be accumulated and added to the principal of the trust. e. Termination and Distribution , , '-'" My Trustee shall distribute the trust property to a beneficiary under this Section when such beneficiary reaches age 25, or when he or she is no longer disabled as determined by a court of competent jurisdiction, or upon certification by two licensed physicians that such beneficiary is able to properly care for his or her property and person. f. Death of Disabled or Underage Beneficiary Upon the death of a beneficiary under this Section, my Trustee shall distribute all of such beneficiary's remaining trust share, including the trust principal and accrued and undistributed income, to any person or entity, and upon any trust, terms, and conditions, or to or in favor of the estate of such deceased beneficiary, as he or she may direct by his or her last will or living trust agreement. No exercise of this general power of appointment shall be effective unless it refers to this trust agreement and expressly indicates an intention to exercise this general power of appointment. 11-4 , w ,~, Article Twelve Distribution if No Designated Beneficiaries NONE '\;........ 12-1 t "'-.... Article Thirteen Trustee Administration Section 1. Co-Trustees to Act by Majority Vote At any time that there are two or more Trustees serving under this agreement they shall act by majority vote and any exercise of a power or discretion by a majority of the Trustees shall have the same effect as an exercise by all of them. If the Trustees are not able to reach agreement on any decision as set forth in this Section they shall petition a court of competent jurisdiction for instructions and shall take no action on the disputed matter until a court order deciding the issue has been rendered. Section 2. Power to Delegate Notwithstanding any other provision of this agreement, anyone or more of the Co-Trustees serving under this agreement may from time to time delegate to another Co-Trustee or Co- Trustees routine acts of trust administration. ~'...~....-" Section 3. No Bond Required No Trustee under this agreement shall be required to post any bond for the faithful performance of its responsibilities. Section 4. Trustee Compensation My Trustee shall be entitled to reasonable compensation for services rendered payable without the need for a court order. In calculating the amount of compensation customary charges for similar services in the same geographic area for the same time period shall be used as guidelines. My Trustee shall also be entitled to reimbursement for reasonable costs and expenses incurred during the exercise of its duties under this agreement. Any corporate fiduciary shall be entitled to receive compensation for its services in accordance with its published fee schedule in effect from time to time. '-- 13-1 I , ~ Section 5. Change in Corporate Trustee Any corporate successor to the trust business of any corporate Trustee named under this agreement or acting hereunder shall succeed to the capacity of its predecessor without reconveyance or transfer of trust property. Section 6. Power to Divide or Combine Trusts My Trustee shall have the power to divide a single trust into separate shares each to be administered in accordance with the terms and conditions of the single trust from which they were created when my Trustee in its discretion determines that division is desirable or advisable in view of tax considerations, including considerations related to the income tax, the gift tax, the estate tax or the generation-skipping transfer tax or other objectives of the trusts and their beneficiaries. My Trustee shall not be required to make a physical segregation or division of the various trust shares created under this trust agreement except as segregation or division may be required by reason of the termination and distribution of any of the trusts, but my Trustee shall keep separate accounts and records for different undivided interests. My Trustee in its discretion shall have the further power to combine two or more trusts having substantially the same terms into a single trust for purposes of administration when tax or other "'- factors indicate that such combination would be desirable or advisable. In deciding whether to combine trusts, my Trustee should consider the generation-skipping "inclusion ratio" of the trusts to be combined. Trusts having the same inclusion ratios may be combined. Trusts having different inclusion ratios should generally not be combined unless their inclusion ratios are maintained unchanged through substantially separate and independent shares of different beneficiaries within the meaning of LR.C. Section 2654(b), and the applicable regulations thereunder. Specifically, my Trustee has the authority to allocate any portion of my exemptions under Internal Revenue Code Section 263 1 (a) to property as to which I anl the transferor, including any property transferred by ine during my lifetime as to which I did not make an allocation prior to my death, and my Trustee has the authority to make the special election under Internal Revenue Code Section 2652(a)(3). If Internal Revenue Code Section 2631 (a) or 2652(a)(3) is not interpreted as to allow a Trustee to exercise such election, then my personal representatives is authorized to allocate my exemptions and to exercise the said special election. 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 that tax, and --' 13-2 L shall charge the same against the trust or share to which the tax relates. If my Trustee considers that any termination of an interest in the trust property hereunder is a taxable termination subject to the federal generation-skipping transfer tax, my Trustee may pay that tax from the portion of the property to which the tax relates, without any adjustment of the relative interests of the beneficiaries. Section 7. Termination of Small Trust My Trustee shall have the power in its discretion to terminate any trust created under this trust agreement whenever it becomes so small in relation to the costs of administration as to make continuing administration uneconomical. Upon termination my Trustee shall distribute the principal and any accrued or undistributed net income to the income beneficiaries in proportion to their shares of the income. If no fixed amount of income is payable to specific beneficiaries, my Trustee shall distribute the principal and any accrued or undistributed net income in equal shares to those beneficiaries who would then be entitled to income payments from the trust. Section 8. Limit on Trustee's Discretion I. -- Notwithstanding any language purporting to confer absolute, sole or unrestricted discretion on my Trustee in exercising any discretionary power with respect to this trust, my Trustee shall at all times act in accordance with fiduciary principles and shall not act in bad faith or in disregard of the purposes of my trust. Nothwithstanding any other provision in this trust agreement, no individual Trustee who is also a beneficiary hereunder shall have any right, power, duty or discretion concerning this trust if such right, power, duty or discretion conferred upon such Trustee under this trust agreement is determined to be a general power of appointment under Internal Revenue Code Section 204 I or 2514 which would cause any assets of this Trust to be included in the estate of such Trustee-beneficiary. Any such right, power, duty or discretion with such effect shall be null and void with respect to such Trustee-beneficiary. No Trustee who is under a legal obligation to any beneficiary of this trust or other person shall under any circumstances partake in any decisions relating to any discretionary distributions of income or principal of this trust which can be used for any such legal obligation to any such beneficiary or other person. Section 9. Written Notice to Trustee Until my Trustee receives written notice of any death or other event which triggers the right to payments from any trust created under this agreement it shall incur no liability for distributions made in good faith to persons whose interests may have been affected by such event. 13-3 , ~ ~- . """",-" '- Section 10. Duty to Account My Trustee shall render accounts, upon request, to the income beneficiaries under this trust agreement at least annually, at the termination of a trust created hereunder, and upon a change in the Trustees in the manner required by law. Section 11. No Court Supervision No trust created under this agreement shall require the active supervision of any state or federal court. 13-4 , " ,~, Article Fourteen Trustee Investment Powers Section 1. Trustee's Powers To carry out the purposes of the trusts created under this agreement and subject to any limitations stated elsewhere in this instrument my Trustee shall have all of the following powers, in addition to all of the powers now or hereafter conferred on Trustees by law: a. Retention of Property My Trustee shall have the power to retain any property received into the trust at its inception or later added to the trust without regard to whether the trust investments are diversified as long as my Trustee considers that retention is in the best interests of the trust or in furtherance of my goals in creating the trust. My Trustee shall have the power to invest and reinvest in any property that may be considered by applicable state law to be underproductive or unproductive in nature, and specifically to be exempt from any minimum income requirements called for under local law, ',,"-- b. Additions My Trustee shall have the power to receive additions to the assets of the various trusts created under this agreement from any source, c. Business Participation My Trustee shall have the power to terminate, to continue or to participate in the operation of any business enterprise including a corporation a sole proprietorship or a general or limited partnership and to effect any form of incorporation, dissolution, liquidation, reorganization including but not limited to recapitalization and reallocation of classes of shares or other change in the form of the business enterprise or to lend money or make a capital contribution to any such business enterprise, d. 'Permissible Investments My Trustee shall have the power to invest and reinvest the assets of the trust as my Trustee may determine to be in the best interests of the trust without limitation by any law applicable to investments by fiduciaries. The permitted 14-1 ~ investments and reinvestments may include securities such as common or preferred stock, mortgages, notes, subordinated debentures and warrants of any corporation and any common trust fund administered by a corporate fiduciary or other property, real or personal, including savings accounts and deposits and interests in mutual or money market funds or investment trusts, annuities and insurance whether or not such investments are unsecured or of a wasting nature. My Trustee shall have the power to obtain, by purchase or by gift (or by conversion, reissue, consolidation or by any other means), and hold as an asset of this trust, policies of insurance on my life or any other beneficiary of this trust. My Trustee is authorized and empowered to exercise, either before or after my death, all of the rights, options, elections or privileges exercisable in connection with such policies. These rights and options should include, but not be limited to, disability benefits, the right to borrow money with which to pay premiums (or other charges) on any policy owned by this trust (including any automatic premium loan feature) or for any other trust purpose, the right to elect among settlement options offered by the insurance company which issued such policy, the right to convert such policy to paid-up insurance, extended term insurance or to any different form of insurance, and the right to arrange for the automatic application of dividends in reduction of premium payments (or other charges), with regard to any policy of insurance held in the trust estate. ! " ......... e. Dealing with Property My Trustee shall have the power to acquire, grant or dispose of property, including puts, calls and options (including options on stock owned by the estate), for cash or on credit including maintaining margin accounts with brokers at public or private sale upon such terms and conditions as the fiduciary may deem advisable and to manage, develop, improve, exchange, partition, change the character of, abandon property or any interest therein or otherwise deal with property. Specifically, my Trustee shall have the power to use and expend the trust income and principal to conduct environmental assessments, audits, and site monitoring to determine compliance with any environmental law or regulation thereunder; to take all appropriate remedial action to contain, clean up or remove any enviromllental hazard including a spill, release, discharge or contamination, either on my Trustee's own accord or in response to an actual or threatened violation of any environmental law or regulation thereunder; to institute legal proceedings concerning environmental hazards or contest or settle any such legal proceedings brought by any local, state or federal agency concerned with environmental compliance, or by a private litigant; to comply with any local, state or federal agency order or court order directing an assessment, abatement or cleanup of any environmental hazards; to employ agents, consultants and legal 14-2 ~... counsel to assist or perform the above undertakings or actions; and in general to take all appropriate actions to prevent, identify, or respond to any actual or threatened violations of any envirOllluental law or regulation thereunder. ""-" No Trustee under this trust agreement shall be liable for any loss or depreciation in value sustained by this trust as a result of the Trustee retaining any property upon which there is later discovered to be hazardous materials or substances requiring remedial action pursuant to any federal, state or local environmental law, unless the Trustee contributed to the loss or depreciation in value through willful default, willful misconduct, or gross negligence. Moreover, no Trustee shall be obligated to accept any property on behalf of this trust without first having the opportunity to satisfy itself, in its sole discretion, that such property is not contaminated by any hazardous or toxic materials or substances, and that such property is not being used and has never been used for any activities directly or indirectly involving the generation, use, treatment, storage, disposal, release, or discharge of any hazardous or toxic materials or substances. Finally, such Trustee shall have the power to disclaim any power which, in its sole discretion, will or may cause such Trustee to be considered an "owner" or "operator" of property held in our trust estate under the provisions of the Comprehensive Environmental Response, Compensation and Liability Act (CERCLA), as amended from time to time. This power to disclaim as contained herein shall apply to any such power, whether actually set forth under this trust agreement, incorporated by reference herein, or granted or implied by any statute or rule of law. f. Borrowing Authority My Trustee shall have the power to borrow funds from any person including my Trustee guarantee indebtedness or indemnify others in the name of the trust and to secure any such obligation by mortgage, pledge, security interest or other encumbrance and to renew, extend or modify any such obligation for a term within or extending beyond the administration of the term of the trust. No lender shall be bound to see to or be liable for the application of the proceeds of any obligation and my Trustee shall not be personally liable for any obligation. g. Leasing Authority My Trustee shall have the power to make, renew or amend for any purpose a lease as lessor or lessee for a term within or beyond the term of the trust with or without option to purchase. h. Natural Resources I, -- 14-3 ~ My Trustee shall have the power to enter into any arrangement or agreement including a lease, pooling or unitization agreement, for exploration, development, operation, conservation and removal of minerals or other natural resources. i. Voting Rights My Tmstee shall have the power to vote a security in person or by general or limited proxy, to participate in or consent to any voting tmst, reorganization, dissolution, liquidation or other action affecting any securities and to deposit securities with and transfer title to a protective or other committee. j. Title to Assets My Trustee shall have the power to hold securities and other property in negotiable form or in the name of a nominee (including "street name" of a broker) or by deposit to a clearing corporation with or without disclosure of the Tmstee relationship, but my Trustee shall be responsible for the acts of any nominee or clearing corporation in connection with the property. k. Insurance My Trustee shall have the power to insure the assets of the trust against any risk and my Trustee against liability with respect to third persons. "",,"....- I. Settlement of Disputes My Trustee shall have the power to payor contest any debt or claim and to comproinise, release and adjust any debt or claim and to submit any matter to arbitration. m. Payment of Expenses My Trustee shall have the power to pay any tiL'l:eS, assessments, reasonable compensation of my Trustee and other expenses incurred in the collection, management, care, protection and conservation of the trust property. n. Principal and Income My Trustee shall have the power to allocate items of income or expenditure to either income or principal and to create reserves out of the income all as provided by law and to the extent not so provided to allocate or create reserves as my Trustee in its discretion deems appropriate and my Trustee's decision made in good faith with respect thereto shall be binding and conclusive on all persons. I ,,-. 14-4 L- Notwithstanding the preceding sentence, if the Survivor's Trust (or a share hereunder) is the beneficiary or owner of a Retirement Account, income earned after the participant's death in the accolmt shaH be income of the Trust or share, and if my Trustee is required to pay all of the trust income to a beneficiary, my Trustee shall collect and pay the income of the account to the beneficiary at least quarterly (and to the extent that all of the income cannot be collected from the account, the deficiency shall be paid from the principal of the trust). o. Division of Trust My Trustee shall have the power to make any distribution or payment in kind or in cash or partly in kind and partly in cash and to cause any share to be composed of cash, property or undivided interests in property different in kind from any other share either pro rata or non pro rata without regard to differences in the tax basis of such property and without the requirement of making any adjustment of the shares by reason of any action taken pursuant hereto. Any division, allocation, apportionment or valuation of the property to distribute the assets to or among any of the trusts or beneficiaries shall be made by my Trustee and the good faith determination of my Trustee shall be binding and conclusive on all parties. p. Merger of Trust _. If at any time the Trustees are Trw;tees of two or more Trusts or Shares with substantially the same terms and benefiting the same beneficiaries, created hereunder, or under any other instrument by the Trustors or by any other person, the Trustees may commingle the assets of such Trusts or Shares and hold them as a single Trust or Share. q. Litigation My Trustee shall have the power to prosecute or defend actions, suits, claims or proceedings for the protection or benefit of the trust and my Trustee in the performance of my Trustee's duties. r. Employment of Agents My Trustee shall have the power to employ agents including attorneys, accountants, investment advisors, custodians, appraisers or others to advise or assist my Trustee and to delegate to them fiduciary powers and to indemnify them against liability for positions taken in good faith and with reasonable basis. s. Corporate Fiduciary 14-5 L If any stock of a corporate Trustee or of any affiliate or successor of a corporate Trustee shall be included in the assets of the trust, the Trustee shall have full authority in the Trustee's soie discretion and notwithstanding any regulation or rule of law to the contrary to retain the stock and any increases resulting from stock dividends and stock splits and from the exercise of purchase rights and the purchase of fractional shares needed to round out fractional share holdings that may arise concerning the stock. The Trustee shall vote the stock either directly or by proxy except to the extent the Trustee is prohibited by law from voting the stock in accordance with the written instructions of a majority of the living beneficiaries then entitled to current distributions of income or their personal representatives. In the event there are no eligible beneficiaries to give instructions, the Trustee is authorized to vote the stock in the best interests of the beneficiaries in view of the purposes for which the trust was created. t. Investment Transactions With regard to record keeping for investment transactions, my Trustee need not provide copies of confirmations or similar notifications each time a trade or investment transaction occurs, but investment transactions shall be set forth in my Trustee's periodic accounting. u. Repairs and Improvements ,,-... My Trustee shall have the power to make ordinary or extraordinary repairs or alterations in buildings or other structures, to demolish any improvements, to raze existing or erect new party walls or buildings. v. Business Personnel My Trustee shall have the power to elect or employ directors, officers, employees, partners or agents of any business and to compensate such persons whether or not any such person is a Trustee, director, officer, partner or agent of a Trustee or a beneficiary of the trust. w. Farm or Ranch Propel'ty With respect to farm or ranch property, my Trustee shall have the power to participate in and operate any farming (including tree farming) or ranch operation personally or with hired labor, tenants or sharecroppers to lease any farm for cash or a share of crops under a lease which permits or precludes the material participation of my Trustee, to fertilize and improve the soil, to employ conservation practices, and to participate in government programs and to perform any other acts deemed necessary or desirable to operate the property. In making a decision whether to materially participate in fanning or ranch operations, my -';......,- 14-6 d ~~ Trustee shall consider whether an election should be made or has been made under IRC S 2032A to qualify for special farm-use valuation. x. Ancillary Trustees If for any reason my Trustee deems it advantageous to act through an ancillary Trustee, my Trustee may designate an ancillary personal representative or Trustee qualified to serve in the jurisdiction where such ancillary Trustee is to act and may delegate to such ancillary Trustee such of the powers granted under this agreement as my Trustee deems advisable without being chargeable with loss if any arising out of snch designation or delegation. My Trustee may specify whether any corporate Trustee or any person or persons acting in an ancillary capacity hereunder shall serve with or without bond. Except as may be otherwise specifically provided, no ancillary Trustee need comply with the provisions of any Uniform Trustee's Accounting Act, the Uniform Trust Act or similar acts ill force in any state where the Trustee may be acting. y. Retention of Closely Held Interest '-- My Trustee shall have the power to retain any real estate interests, closely held securities or affiliated companies or business interests and to sell or dispose of such interests only after careful consideration and after determining that sale or disposition is in the existing circumstances in the best interests of the trust or its beneficiaries. If at any time, this trust holds any stock in an S corporation, and our Trustee deems it appropriate for such corporation to maintain its Subchapter Selection, my Trustee may take all of the necessary actions to segregate the S corporation stock and assets of this trust, and in my Trustee's sole but reasonable discretion, and otherwise consistent with the terms of this trust to the greatest extent possible, may form new trusts and may amend the terms of this trust agreement as would be necessary to establish Qualified Subchapter S Trusts to hold the said S corporation stock and assets in compliance with Internal Revenue Code Sections 136 I (b) and 1361 (d)(3). ~ . z. Exercise of Authority Except as otherwise provided in this agreement, my Trustee shall have the power to do all acts that might legally be done by an individual in absolute ownership and control of property. 14-7 ~'" Article Fifteen General Provisions Section 1. Spendthrift P,'otection Neither the principal nor the income of any trust created or contained under this agreement shall be liable for the debts of a beneficiary nor shall the same be subject to seizure by any creditor of any beneficiary under any lien or proceeding at law or equity. Except to the extent otherwise expressly provided in this agreement, no beneficiary shall have authority or power to sell, assign, transfer, encumber or in any manner to anticipate or dispose of a beneficial interest whether income or principal. The limitations herein shall not restrict the exercise of any power of appointment or the right to disclaim by any beneficiary. Section 2. The Rule Against Perpetuities '- Unless sooner terminated or vested in accordance with other provisions of this agreement, all interests not otherwise vested including but not limited to all trusts and powers of appointment created hereunder shall terminate twenty-one (21) years after the death of the last survivor of the group composed of me and my lineal descendants living on the date of my death. At that time distribution of all principal and all accrued, accumulated and undistributed income shall be made to the persons then entitled to distributions of income and in the manner and proportions herein stated or if not stated equally irrespective of their then attained ages. Section 3. . Incompetency and Disability For all purposes under this agreement a person shall be deemed disabled, incompetent or legally incapacitated if and so long as a guardian or conservator of his or her person or estate duly appointed by a court of competent jurisdiction continues to serve, or upon certification by two licensed physicians that such person is unable properly to care for his or her person or property. Section 4. Income and Principal Payments All payments of income or principal shall be made in such of the following ways as my Trustee determines appropriate: 15-1 I ~ a. To each respective beneficiary in person upon his or her personal receipt; b. Deposited in any bank to the credit of such beneficiary in any account carried in his or her name or jointly with another or others; c. To the parent or legal representative of the beneficiary; d. To a Custodian under a Uniform Transfers to Minors Act selected by my Trustee for such period of time under applicable law as our Trustee determines appropriate; e. To some near relative, friend or institution having primary responsibility for the care and custody of the beneficiary; f. By my Trustee using such payment directly for the benefit of such beneficiary; or g. To my Trustee of any revocable trust of which the beneficiary is the Trustor. Section 5. Education '- For all purposes under this agreement the term "education" shall be given broad interpretation and may include but not be limited to: a. High School Education at public or private elementary or high schools including boarding schools. b. College Undergraduate and graduate study in any and all fields whatsoever whether of a professional character in colleges or other institutions of higher learning. c. Specialized Training Specialized formal or informal training in music, the stage, the handicrafts, the arts or vocational or trade schools whether by private instruction or otherwise. . ~ 15-2 L d. Other Educational Activities Any other activity including foreign or domestic travel which shall tend to develop fully the talents and potentialities of each beneficiary regardless of age. Section 6. No-Contest Clause If any person or entity, other than me, singularly, or in conjunction with any other person or entity, directly or indirectly, contests in any court the validity of this trust agreement, including any amendments thereto, then the right of that person or entity to take any interest in the trust property shall cease, and that person (and his or her descendants) or entity shall be deemed to have predeceased me. Section 7. Disclaimer by Beneficiary No beneficiary shall be entitled to accelerate any distribution to tlle beneficiary or to terminate his or her trust interest and thereafter receive outright distribution by use of a disclaimer. Section 8. Simultaneous Death .- If any beneficiary under this agreement and I die under circumstances in which the order of their deaths cannot be established, I shall be deemed to have predeceased the beneficiary and this agreement shall be construed accordingly. Section 9. Children and Issue For purposes of this agreement "children" means the lawful blood descendants in the first degree of the parent designated and "issue" and "descendants" mean the lawful blood descendants in any degree of the ancestor designated provided, however, that if a person has been adopted that person shall be considered a child of such adopting parent and such adopted child and his or her issue shall be considered as issue of the adopting parent or parents and of anyone who is by blood or adoption an ancestor of the adopting parent or either of the adopting parents. The terms "child," "children," "issue," "descendant" and "descendants" or those terms preceded by the terms "living" or "then-living" shall include the lawful blood descendant in the first degree of the parent designated even though such descendant is born after the death of such parent. "~~" 15-3 Lv Section 10. Definition of Death Taxes The term "death taxes" as used in this agreement shall mean all inheritance, estate, succession and other similar taxes that are payable by any person on account of that person's interest in the estate of the decedent or by reason of the decedent's death including penalties and interest but excluding the following: a. Any addition to the federal estate tax for any "excess retirement accumulation" under Internal Revenue Code Section 4980A. b. Any additional tax that may be assessed under Internal Revenue Code Section 2032A. c. Any federal or state tax imposed on a generation-skipping transfer as that term is defined in the federal tax laws unless that generation- skipping transfer tax is payable directly out of the assets of a trust created by this instrument. Section 11. Words Relating to the Internal Revenue Code As used in this agreement the words "gross estate," "adjusted gross estate," "taxable estate," . "unified credit," "state death tax credit," "maximum marital deduction," "marital deduction," "- "pass" and any other word or words which from the context in which it or they are used refer to the Internal Revenue Code shall have the same meaning as such words have for the purposes of applying the Internal Revenue Code to my estate. For purposes of this agreement my "available generation-skipping transfer exemption" means the generation-skipping transfer tax exemption provided in section 2631 of the Internal Revenue Code of 1986 as amended in effect at the time of my death reduced by the aggregate of (I) the amount if any of my exemption allocated to my lifetime transfers by me or by operation of law, and (2) the amount, if any, I have specifically allocated to other property of my gross estate for federal estate tax purposes. For purposes of this trust agreement if at the time of my death I have made gifts with an inclusion ratio of greater than zero for which the gift tax return due date has not expired including extensions and I have not yet filed a return, it shall be deemed that my generation- skipping transfer exemption has been allocated to these transfers to the extent necessary and possible to exempt the transfers from generation-skipping transfer tax. Reference to Sections of the Internal Revenue Code and to the Internal Revenue Code shall refer to the Internal Revenue Code amended to the date of my death. 15-4 i.".... I.. ~~. ( '-- Section 12. Personal Representative For purposes of this agreement the term "personal representative" shall mean Trustee, executor, executrix, administrator, administratrix, conservator, guardian, custodian or any other type of personal representation. Section 13. Gender and Number In this agreement where appropriate except where the context otherwise requires, the singular includes the plural and words of any gender shall not be limited to that gender. Section 14. Definition of Per Stirpes As used in this agreement when a distribution to beneficiaries is "per stirpes" it shall mean that the distributions are to be divided into as many equal shares as there are then-living children of such beneficiaries and deceased children of such beneficiaries who left then-living descendants. Each then-living child of the beneficiary shall receive one share and the share that is allocated to each deceased child of the beneficiary shall be divided equally among such deceased child's then-living descendants. Section 15. Captions The captions of Articles, Sections and Paragraphs used in this agreement are for convenience of reference only and shall have no significance in the construction or interpretation of this agreement. Section 16. Severability Should any of the provisions of this agreement be for any reason declared invalid, such invalidity shall not affect any of the other provisions of this agreement and all invalid provisions shall be wholly disregarded in interpreting this agreement. 15-5 L "'- "----- Section 17. Statutory Fleferences Unless the context clearly requires another construction each statutory reference in this agreement shall be construed to refer to the statutory section mentioned, related successor sections and corresponding provisions of any subsequent law including all amendments. Section 18. Governing State Law This agreement and the trusts created under it shall be construed, regulated and governed by and in accordance with the laws of the State of Pennsylvania. I have executed this agreement on the date set forth on the first page of this agreement. I certify that I have read the foregoing revocable living trust agreement and that it correctly states the terms and conditions under which my trust property is to be held, managed and disposed of by my Trustee(s). I approve this revocable living trust in all particulars and request my Trustee(s) to execute it. -R~a. g~ ROBERT A. PORTER, Trustor Rcr&J- d. ~ Jn~ t<.. fJ~ , ROBERT A. PORTER, Trustee MIRIAM R. PORTER, Trustee 15-6 (... t, '- \.......- STATE OF PENNSYLVANIA ) SS COUNTY OF DAUPH1N ) /J On this tl~ day of~. ,19~, before me, tlfU'e.. ! .I\e~ the undersigned officer, p~peared ROBERT A. PORTER, Trustor, known to me (or satisfactorily proven) to be the person whose name is subscribed to the within instrument and acknowledged that he executed the same for the purposes therein contained. 'U:'reOfI h,,"" Notary Public set my hand and official seal. -~~--~..-_. .-'--- "'["'!11f>1 ~/:I\l,_ nil {:.,'.p'..- - "',' \"J bl'o , , I~"~"'''' n,y,,,,,I( \ 1.1 I., \ CG~F,JrE 1... ',C:"Y:, "J.~('-!.('\ nl" i; . .., _ ..~'\ p"'~7'\,;f~ _),Il"'J , , \',"v (~:~~~i?~~~~.;..~~J:~::~~~~'~~~~~:~l..j, Title of Officer STATE OF PENNSYLVANIA ) SS (l~ i iJ:~ COUNTY OF DAUPHIN ) On this th~ day of Ckl( . I~, before me, the under;~fficer, ~onally appeared ROBERT A. PORTER, and MIRIAM R. PORTER, Trustees, known to me (or satisfactorily proven) to be the persons whose names are subscribed to the within instrument and acknowledged that they executed the same for the purposes therein contained. Ito set my hand and official seal. Notary Public Title of Officer r,r[JT,\qL~..L ~;,r:)!. elJl'lnn:!... HT':':C., \'k\\~\(! f'~,~b\L~ H[;r::.!wr, Fi\ '->H"li'lI f._r'J f-:I!m~fl!:' '~':~ r,{i,~~i 10:i'l0(l 15-7 \ /6.- /9;.r7. ? COMMONWEALTH OF PENNSYLVANIA DEPARTMENT OF REVENUE <;1- / C/ BUREAU OF INDIVIDUAL TAXES INHERITANCE TAX DIVISION DEPT. 280601 HARRISBURG, PA 17128-0601 NOTICE OF INHERITANCE TAX APPRAISE"ENT, ALLOWANCE OR DISALLOWANCE OF DEDUCTIONS AND ASSESS"ENT OF TAX DONNA M MULLIN JAMES ETAL 134 SIPE AVE HUMMELSTOWN ESQ DATE ESTATE OF DATE OF DEATH FILE NUMBER COUNTY ACN 03-05-2001 PORTER 04-02-2000 21 01-0002 CUMBERLAND 101 *' REY-1547 E_ AFP Cl2-DDl ROBERT A Allount Rellitted PA.) 7036-2300 .., ',. MAKE CHECK PAYABLE AND REMIT PAYMENT TO: REGISTER OF WILLS CUMBERLAND CO COURT HOUSE CARLISLE, PA 17013 CUT ALONG THIS LINE ~ RETAIN LOWER PORTION FOR YOUR RECORDS ~ REV=is4j-EX-AFP-fi'2=iior-NOYiCE--OF-YNHERifANCE-YAX-APPRAisEMENT~--Ai:.rOWANCE-ifR----------------- DISALLOWANCE OF DEDUCTIONS AND ASSESSMENT OF TAX ESTATE OF PORTER ROBERT A FILE NO. 21 01-0002 ACN 101 DATE 03-05-2001 TAX RETURN WAS: (X) ACCEPTED AS FILED CHANGED RESERVATION CONCERNING FUTURE INTEREST - SEE REVERSE APPRAISED VALUE OF RETURN BASED ON: ORIGINAL RETURN 1. Real Estate (Schedule A) 2. Stocks and Bonds (Schedule B) 3. Closely Held Stock/Partnership Interest (Schedule C) 4. "ortgages/Notes Receivable (Schedule D) 5. Cash/Bank Deposits/"isc. Personal Property (Schedule E) 6. Jointly Owned Property (Schedule F) 7. Transfers (Schedule G) 8. Total Assets (1) (2) (3) (4) (5) (6) (7) .00 .00 .00 .00 .00 .00 1,296,984.48 (8) APPROVED DEDUCTIONS AND EXEMPTIONS: 9. Funeral Expenses/Adn. Costs/"isc. Expenses (Schedule H) 10. Debts/"ortgage Liabilities/Liens (Schedule I) 11. Total Deductions 12. Net Value of Tax Return 13. Charitable/Governllental Bequests; Non-elected 9113 Trusts (Schedule J) 14. Net Value of Estate Subject to Tax (9) (10) 11, 138.98 .00 (1) (2) (3) (4) NOTE: To insure proper credit to your account, subllit the upper portion of this forll with your tax paYllent. 1,296,984.48 11 . 138 98 1,285,845.50 1,093,220.98 192,624.52 I~ an assessment was issued previously, lines re~lect ~igures that include the total o~ ALL ASSESSMENT OF TAX: 15. Amount of Line 14 at Spousal rate 16. Allount of Line 14 taxable at Lineal/Class A rate 17. Allount of Line 14 at Sibling rate 18. Allount of Line 14 taxable at Collateral/Class B rate 19. Principal Tax Due TAX CREDITS: 14, 15 and/or 16, 17, 18 and 19 will returns assessed to date. 192,624.52 X 00 = .00 .00 X 06 .00 .00 X 00 = .00 .00 X 15 = .00 (9)= .00 NOTE: (1S) (16) (17) (18) PAYMENT RECEIPT DISCOUNT (+) AMOUNT PAID DATE NU"BER INTEREST/PEN PAID (-) . TOTAL TAX CREDIT .00 BALANCE OF TAX DUE .00 INTEREST AND PEN. .00 TOTAL DUE .00 * IF PAID AFTER DATE INDICATED, SEE REVERSE FOR CALCULATION OF ADDITIONAL INTEREST. IF TOTAL DUE IS LESS THAN $1, NO PAY"ENT IS REQUIRED. IF TOTAL DUE IS REFLECTED AS A "CREDIT" (CR), YOU "AY BE DUE A REFUND. SEE REVERSE SIDE OF THIS FOR" FOR INSTRUCTIONS.) I~_/~(J_ 7 BUREAU of1NDtGIDUAL TAXES INHERITANCE TAX DIVISION DEPT. 28060 1 HARRISBURG, PA 17128-0601 COMMONWEALTH OF PENNSYLVANIA DEPARTMENT OF REVENUE NOTICE OF DETERMINATION AND ASSESSMENT OF PENNSYLVANIA ESTATE TAX BASED ON FEDERAL ESTATE TAX RETURN s~ C/ REV-4U EX ~FP {12.-00> DONNA M MULLIN JAMES ETAL 134 SIPE AVE HUMMELSTOWN ESQ DATE ESTATE OF DATE OF DEATH FILE NUMBER c~ COUNTY ACN 03-12-2001 PORTER 04-02-2000 21 01-0002 CUMBERLAND 201 ROBERT A Amount Remi Hed r..,. PA 17 0'36 MAKE CHECK PAYABLE AND REMIT PAYMENT TO: REGISTER OF WILLS CUMBERLAND CO COURT HOUSE CARLISLE, PA 17013 NOTE: To insure proper credit to your account, submit the upper portion of this form with your tax payment. CUT ALONG THIS LINE ~ RETAIN LOWER PORTION FOR YOUR FILES ~ RE-V=483--EX--AFP--(i2~-OO)-----.ii-No-ficif-oF--DETifRMIiiATI()N-AiiD-A~sES~MENT----------------------------- OF PENNSYLVANIA ESTATE TAX BASED ON FEDERAL ESTATE TAX RETURN .. ESTATE OF PORTER ROBERT A FILE NO.21 01-0002 ACN 201 DATE 03-12-2001 ESTATE TAX DETERMINATION 1. Credit For State Death Taxes as Verified .00 2. Pennsylvania Inheritance Tax Assessed (Excluding Discount and/or Interest) .00 3. Inheritance Tax Assessed by Other States or Territories of the United States (Excluding Discount and/or Interest) .00 4. Total Inheritance Tax Assessed .00 5. Pennsylvania Estate Tax Due .00 TAX CREDITS: PAYMENT RECEIPT DISCOUNT (+) AMOUNT PAID DATE NUMBER INTEREST/PEN PAID (-) TOTAL TAX CREDIT .00 BALANCE OF TAX DUE .00 INTEREST AND PEN. .00 TOTAL DUE .00 *IF PAID AFTER THIS DATE, SEE REVERSE SIDE (IF TOTAL DUE IS LESS THAN $1, NO PAYMENT IS REQUIRED FOR CALCULATION OF ADDITIONAL INTEREST. IF TOTAL DUE IS REFLECTED AS A "CREDIT" (CRl, YOU MAY BE DUE A REFUND. SEE REVERSE SIDE OF THIS FORM FOR INSTRUCTIONS.)