Loading...
The URL can be used to link to this page
Your browser does not support the video tag.
Home
My WebLink
About
01-30-15 (2)
1505610143 REV-1500 Ex(D2-"' " PA Department of Revenue y OFFICIAL USE ONLY p peons Ivania County Code Year File Number Bureau of Individual Taxes DEPARTMENT OF REVENUE PO 60x.260601 INHERITANCE TAX RETURN 21 Harrisburg, PA 17126-0601 RESIDENT DECEDENT ENTER DECEDENT INFORMATION BELOW Social Security Number Date of Death Date of Birth 11 09 2014 03 16 1938 Decedent's Last Name Suffix Decedent's First Name MI RILEY JOAN K (if Applicable)Enter Surviving Spouse's Information Below Spouse's Last Name Suffix Spouse's First Name MI Spouse's Social Security Number THIS RETURN MUST BE FILED IN DUPLICATE WITH THE REGISTER OF WILLS FILL IN APPROPRIATE OVALS BELOW 0 1. Original Return E] 2. Supplemental Return 3. Remainder Return(Date of Death Prior to 12-13-82) El 4. Limited Estate 4a.Future Interest Compromise 5. Federal Estate Tax Return Required (date of death after 12-12-82) O g, Decedent Died Testate ❑ Decade t My jVned a Living Trust D 8. Total Number of Safe Deposit Boxes - (Attach Copy of Will) (Attach�opy off 11 rust) 9. Litigation Proceeds Received 1°.Spcusal Povert Credit(Date of Death 11.Election to tax under Sec.9113(A) batween 12-31. an) t-1.95) (Attach Schedule 0) - CORRESPONDENT-THIS SECTION MUST BE COMPLETED.ALL CORRESPONDENCE AND CONFIDENTIAL TAX INFORMATION SHOULD BE DIRECTED TO: Name Daytime Telephone Number JESSICA FISHER GREENE ESQ 717 697 3223 REGISTER OF,VaS IJSE 1 NLY �1 C�1 First Line of Address r? w ' r 555 GETTYSBURG PIKE c::) Second Line of Address STE C100 City or Post OfFceDATE FILED r-\) f fry State ZIP Code G 1 G7 MECHANICSBURG PA 17055 Correspondent's e-mail address: _jessica(a�keystoneelderlaw.com Under penalties of perjury,I declare that I have examined this return,including accompanying schedules and statements,and to the best of my knowledge and belief, it is tre,correct and complete.Declaration of preparer other than the personal representative is based on all information of which preparer has any knowledge. SIGN URE OF PERSON RESPONSIBLE FOR FILING RETURN D TE �CXiV Susan R. Miller / ADDRESS 202 Old Ford Road,White Haven, PA 18661 SIGNATURE OF PREP ARER ER THAN REPRESENTATIVE TE Jessica Fisher Greene Esq. ta AD SS 555 Gettysburg Pike, Mechanicsburg, PA R Side 1 1505610143 . 1505610143 V 1505610243 REV-1500 EX Decedent's Social Security Number Decedent's Name: Riley, Joan K. RECAPITULATION 1. Real Estate(Schedule A)....................................................................................... 1. 2. Stocks and Bonds(Schedule B)............................................................................. 2. 3. Closely Held Corporation,Partnership or Sole-Proprietorship(Schedule C)......... 3. 4. Mortgages&Notes Receivable(Schedule D)........................................................ 4. 5. Cash,Bank Deposits&Miscellaneous Personal Property(Schedule E)............... 5. 6. Jointly Owned Property(Schedule F) ❑ Separate Billinq Requested............ 6. 19, 477 . 03 7. Inter-Vivos Transfers&Miscellaneous N{oq Probate Property (Schedule G) u Separate Billinq Requested............ 7. 131 , 603 . 73 8. Total Gross Assets(total Lines 1 through 7)........................................................ 8. 151 , 080 . 76 9. Funeral Expenses and Administrative Costs(Schedule H).................................... 9. 3 , 042 . 76 10. Debts of Decedent,Mortgage Liabilities and Liens(Schedule 1)............................ 10. 102 . 94 11. Total Deductions(total Lines 9 and 10)................................................................ 11. 3 , 145 70 12. Net Value of Estate(Line 8 minus Line 11).......................................................... 12. 147 , 935 . 06 13. Charitable and Governmental Bequests/Sec 9113 Trusts for which an election to tax has not been made(Schedule J)............................................... 13. 14. Net Value Subject to Tax(Line 12 minus Line 13)............................................... 14. 147 , 935 . 06 TAX COMPUTATION-SEE INSTRUCTIONS FOR APPLICABLE RATES 15. Amount of Line 14 taxable at the spousal tax rate,or transfers under Sec.9116 15 O . 00 (a)(1.2)X.00 16. Amount of Line 14 taxable at lineal rate X .045 147 , 935 . 06 16. 6, 657 . 08 17. Amount of Line 14 taxable at sibling rate X.12 0 . 00 17. 0 . 00 18. Amount of Line 14 taxable at collateral rate X.15 0 . 00 18. 0 . 00 19. TAX DUE................................................................................................................ 19. 6, 657 . 08 20. FILL IN THE OVAL IF YOU ARE REQUESTING A REFUND OF AN OVERPAYMENT. ❑ Side 2 1505610243 1505610243 J REV-1500 EX Page 3 File Number 21 Decedent's Complete Address: DECEDENT'S NAME Riley,Joan K. STREET ADDRESS 2100 Bent Creek Blvd. CITY STATE ZIP Mechanicsburg PA 17050 Tax Payments and Credits: 1. Tax Due(Page 2, Line 19) (1) 6,657.08 2. Credits/Payments A. Prior Payments 6,324.23 B. Discount 332.85 Total Credits(A +B) (2) 6,657.08 3. Interest (3) 4. If Line 2 is greater than Line 1 +Line 3,enter the difference. This is the OVERPAYMENT. (4) Check box on Page 2,Line 20 to request a refund 5. If Line 1 +Line 3 is greater than Line 2,enter the difference. This is the TAX DUE. (5) 0.00 Make Check Payable to: REGISTER OF WILLS, AGENT. PLEASE ANSWER THE FOLLOWING QUESTIONS BY PLACING AN "X" IN THE APPROPRIATE BLOCKS 1. Did decedent make a transfer and: Yes No a. retain the use or income of the property transferred;............................................................................... ❑ b. retain the right to designate who shall use the property transferred or its income;.................................. ❑ c. retain a reversionary interest;or............................................;.................... .............................................. x d. receive the promise for life of either payments,benefits or care?............................................................ ❑ 0 2. If death occurred after Dec. 12, 1982, did decedent transfer property within one year of death without receiving adequate consideration?.................................................................................................................... ❑ ❑x 3. Did decedent own an"in trust for" or payable upon death bank account or security at his or her death?....... ❑ 0 4. Did decedent own an individual retirement account,annuity,or other non-probate property which contains a beneficiary designation?.................................................................................................................. ❑ IF THE ANSWER TO ANY OF THE ABOVE QUESTIONS IS YES,YOU MUST COMPLETE SCHEDULE G AND FILE IT AS PART OF THE RETURN. For dates of death on or after July 1,1994 and before Jan.1,1995,the tax rate imposed on the net value of transfers to or for the use of the surviving spouse is 3 percent[72 P.S.§9116(a)(1.1)(i)]. For dates of death on or after January 1,1995,the tax rate imposed on the net value of transfers to or for the use of the surviving spouse is 0 percent [72 P.S.§9116(a)(1.1)(ii)]. The statute does not exempt a transfer to a surviving spouse from tax,and the statutory requirements for disclosure of assets and .filing a tax return are still applicable even if the surviving spouse is the only beneficiary. For dates of death on or after July 1,2000: • The tax rate imposed on the net value of transfers from a deceased child 21 years of age or younger at death to or for the use of a natural parent,an adoptive parent,or a stepparent of the child is 0 percent[72 P.S.§9116(a)(1.2)]. • The tax rate imposed on the net value of transfers to or for the use of the decedent's lineal beneficiaries is 4.5 percent,except as noted in[72 P.S.§9116(a)(1)]. • The tax rate imposed on the net value of transfers to or for the use of the decedent's siblings is 12 percent[72 P.S.§9116(a)(1.3)]. A sibling is defined, under Section 9102,as an individual who has at least one parent in common with the decedent,whether by blood or adoption. Rev-1509 EX+(01-10) pennsylvania SCHEDULE F DEPARTMENT OF REVENUE JOINTLY-OWNED PROPERTY INHERITANCE TAX RETURN RESIDENT DECEDENT ESTATE OF FILE NUMBER Riley,Joan K. 21 If an asset was made joint within one year of the decedent's date of death,it must be reported on schedule G. SURVIVING JOINT TENANT(S)NAME ADDRESS RELATIONSHIP TO DECEDENT A. Susan R. Miller 202 Old Ford Road Daughter White Haven, PA 18661 B. Patrick E. Riley III 78 Meadow Lane Son Gettysburg, PA 17325 C. JOINTLY OWNED PROPERTY: LETTER DATE DESCRIPTION OF PROPERTY %OF DATE OF DEATH ITEM FOR JOINT MADE INCLUDE NAME OF FINANCIAL INSTITUTION AND BANK ACCOUNT DATE OF DEATH DECD$ DECEDVALUE OF ENT'S INTEREST NUMBER NUMBER OR SIMILAR IDENTIFYING NUMBER.ATTACH DEED FOR VALUE OF ASSE INTEREST TENANT JOINT JOINTLY-HELD REAL ESTATE. 1 A, B 01/22/2013 USAA Checking account number ending in 6,765.03 33.333% 2,255.01 9960 2 A, B 01/22/2013 USAA Savings account number ending in 51,666.06 33.333% 17,222.02 7916 TOTAL(Also enter on Line 6, Recapitulation) 19,477.03 (If more space is needed,additional pages of the same size) Copyright(c)2010 form software only The Lackner Group,Inc. Form PA-1500 Schedule F(Rev.01-10) Rev-1510 EX+(08.09) SCHEDULE G pennsylvania INTER-VIVOS TRANSFERS AND DEPARTMENT OF REVENUE INHERITANCE TAX RETURN MISC. NON-PROBATE PROPERTY RESIDENT DECEDENT ESTATE OF FILE NUMBER Riley,Joan K. 21 This schedule must be completed and filed if the answer to any of questions 1 through 4 on page three of the REV-1500 is yes. ITEM DESCRIPTION OF PROPERTY DATE OF DEATH %OF DECD'S EXCLUSION TAXABLE NUMBER THE DATE OF TRANSNAME OF FERS ATTACH A COPY OF TE THEIR HE DEIP TO ED FFORECEDENTREAL ESTATE. VALUE OF ASSET INTEREST (IF APPLICABLE) VALUE 1 Edward Jones IRA Invested in Lord Abbett 9,784.57 9,784.57 Fundamental Equity A(LDFVX) 2 USAA Annuity Contract Number M855796590 121,819.16 121,819.16 3 Cross Valley Federal Credit Union Checking Account 0.00 .0.00 in name of Irrevocable Trust-Date of Death balance for the trust is$164,576.08 4 Cross Valley Federal Credit Union Savings Account in 0.00 0.00 name of Irrevocable Trust-Date of Death balance for the trust is$5.48 5 Edward Jones Brokerage Account in name of Patrick 0.00 0.00 and Joan Riley Irrevocable Trust dated 12/20/2011 - Date of Death Balance of this account in trust $355,730.89 TOTAL(Also enter on Line 7, Recapitulation) 131,603.73 (If more space is needed,additional pages of the same size) Copyright(c)2009 form software only The Lackner Group, Inc. Form PA-1500 Schedule G(Rev.08-09) REV-1511 EX+(10-09) pennsylvania SCHEDULE H DEPARTMENT OF REVENUE FUNERAL EXPENSES AND INHERITANCE TAX RESIDENT DEC ENTTURN ADMINISTRATIVE COSTS ESTATE OF FILE NUMBER Riley,Joan K. 21 Decedent's debts must be reported on Schedule I. ITEM DESCRIPTION AMOUNT NUMBER A. FUNERAL EXPENSES: See continuation schedule(s)attached 27.76 B. ADMINISTRATIVE COSTS: 1. Personal Representative's Commissions Name of Personal Representative(s) Street Address City State Zip Year(s)Commission Paid 2. Attorney's Fees Keystone Elder Law P.C. 3,000.00 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 Preparer's Fees 7. Other Administrative Costs 15.00 See continuation schedule(s) attached TOTAL(Also enter on line 9, Recapitulation) 3,042.76 Copyright(c)2009 form software only The Lackner Group,Inc. Form PA-1500 Schedule H(Rev. 10-09) SCHEDULE H FUNERAL EXPENSES AND ADMINISTRATIVE COSTS continued ESTATE OF FILE NUMBER Riley,Joan K. 21 ITEM NUMBER DESCRIPTION AMOUNT Funeral Exl2enses 1 Hoffman-Roth Funeral Home&Crematory Balance for Funeral 27.76 H-A 27.76 Other Administrative Costs 2 PA Inheritance Tax Return Filing Fee 15.00 H-B7 15.00 Copyright(c)2002 form software only The Lackner Group,Inc. Form PA-1500 Schedule H(Rev.6-98) Rev-1512 EX+(12-08) SCHEDULE 1 pennsylvania DEBTS OF DECEDENT, DEPARTMENT OF REVENUE INHERITANCE TAX RETURN MORTGAGE LIABILITIES AND LIENS RESIDENT DECEDENT ESTATE OF FILE NUMBER Riley,Joan K. 21 Report debts incurred by the decedent prior to death that remained unpaid at the date of death,including unreimbursed medical expenses. ITEM VALUE AT DATE NUMBER DESCRIPTION OF DEATH 1 Alert Pharmacy Prescriptions 32.00 2 Alert Pharmacy Prescriptions 17.38 3 Alert Pharmacy Prescriptions 53.56 TOTAL(Also enter on Line 10, Recapitulation) 102.94 (If more space is needed,additional pages of the same size) Copyright(c)2008 form software only The Lackner Group,Inc. Form PA-1500 Schedule I(Rev. 12-08) REV-1513 EX+(01-10) pennsylvania SCHEDULE J DEPARTMENT OF REVENUE INHERITANCE TAX RETURN BENEFICIARIES RESIDENT DECEDENT ESTATE OF FILE NUMBER Riley,Joan K. 121 NAME AND ADDRESS OF RELATIONSHIP TOSHARE OF ESTATE AMOUNT OF ESTATE NUMBER PERSON(S)RECEIVING PROPERTY DECEDENT Do Not Last Trusteefsl (Words) ($$$) I TAXABLE DISTRIBUTIONS [include outright spousal distributions,and transfers under Sec.9116(a)(1.2)] 1 Susan R. Miller Daughter 78,859.82 202 Old Ford Road White Haven, PA 18661 2 Patrick E. Riley III Son 69,075.25 78 Meadow Lane Gettysburg, PA 17325 Total 147,935.07 Enter dollar amounts for distributions shown above on lines 15 through 18 on Rev 1500 cover sheet as appropriate. NON-TAXABLE DISTRIBUTIONS: II. A.SPOUSAL DISTRIBUTIONS UNDER SECTION 9113 FOR WHICH AN ELECTION TO TAX IS NOT TAKEN B.CHARITABLE AND GOVERNMENTAL DISTRIBUTIONS TOTAL OF PART II -ENTER TOTAL NON-TAXABLE DISTRIBUTIONS ON LINE 13 OF REV-1500 COVER SHEET Copyright(c)2010 form software only The Lackner Group,Inc. Form PA-1500 Schedule J(Rev.01-10) ULU. 1/. 2014 4:46PM AH PA SAILS GS SK N0. 2359 P. 2. a USAA FOE1iAl.SAVti GS SANK US Decernber 05,2014 EST OF JOAN RILEY C40 SUSAN MILLED 282 OLD FORD RD WHITE HAVEN PA 18661.9498 Re:Estate of Joan Riley Dear Sir or Madam, As you regi 1*et1,we're providing the bolances of Mrs. Riley's accounts on the date of her dean. A conn ty(pet- car Interest- ' 13alttnce OpenCliiei �.. ending in Accrued (With accraed interest) Checking 9860 $0.07 $1786.03 02/1405 Savings 7916 .� $1'i.t14'� $51,666.06 0$M 612006 These accounts were originally opened in the joint names of Patrick E Riley and Joan Riley. On November 15,2014,Susan Riley Miller was added as a joint account holder. On January 22,2013, Patrick E Riley was removed from the account and Patrick E Riley ill was added as a joint account holder. If you steed additional Information,please cell 1-800591-1045, Monday through Friday,7;30 a.m,to 6 00 p.m.,C.S.T,or send correspondence to the address listed below. Sincerely, d" oveo Lisa Oft Survivor Relations Specialist USAA Federal Savings Bank USAA Fatttrnl Savings BU& USAA Savfnq Batdc 10750 NS+cl;ttttnott fttMY 3773 il0'vWI 143g1►t9 Pkwy Sto 140N WAA.Twocation Sarvic0.1.Inc. San Antonio.'tX 78,'1.45.0544 Los v%".NV 0,4104 10750 McDermott Frocwsy (800 531.2245(210)456.8000 (800922-902 San AnvDam TX 13288451 V=FMUP W MIC IN vio (806)531-T74) JAN. 13. JU15 l'l:T4PM At? PA SALH U SK NO. 2644 P. 3 LORD ABBETT" , New Account Confirmation November 25,2014 Pap x of I SY'Af 8 MUT EX bk'tlt CLTST IRAA/CCustomer Semite I-WO-Z-082.8 3�Bll$Y DECO 1UO912014 PO Boat 219336 &30 ambo 6 IT l 8 No= Koreas City,MO 64121-9336 M=&y Fra ad y ZOO 01.D PORD RD On the Web www.11ordAbbett com CPHrM HAVEN PA 28461-9496 24•hour Automated Access 1800.865-7562 Your lnvesttnent professional Axl w A Amundsen You tzar►be ell$ble for diactatttus boleti Your Bdwprd jgztes putdsaoa f am=boldt pMar purdaaaes. �=I, 2�1e PA 17(31 -2923 dmp no may dillbr from the Pmslwm 41odowd rate due to:+ctaft oaleuladow. view N*to the Pcaapeous. W. or cotuasa your taaadd advisor Four Sather tafaamadon. Pk m miew dte futitowft pC tXta* for a=mq. FUNDAMENTAL EQUITY A ,. ..�■AM.�R..� �p.,��} y�`�w, ;'t �/�}�.��rf.1, . ,t.��I[ �}���y[�C ����{j��•■ (//yy�;��.�/� �1�„iWi�. e, .M wtf�'. 1 11��[x x f�WtW. *.f IL141��ii.► �'�♦ #SRI, Z.,'; ..31{�+'�['�ii •'."'T^•.s1. f'aA\.�'RiVMl7� 1s{moi.+•F��'yM".{.l� ti r 13e AMM i BEI;IWt4INQSALAPiCE wMwcR LMUD 11/25 TRANSFER FROM 24OM460 0.00 0.60 896.B71 6ti8.0]1 ENDING BAtANCEAS OP11J25Pt4 806.6ts Wividend Contribution Summary Umme lftkads $0.00 4urfam Year TW C•aphd Galas Dimbadom $0.00 Prior Year '60.00 YlV Divkietlds&Odw Dlaulbudoaa $0.00 Participant Birthdate 08/2lif1860 M Add to Your InvestmentLORD ABBETT 2014 Contribution 3 Account Owner Q Aftms Change or Correction? STATE STREETBK&TRCUSTIRAAM Check this bora and iaadiaata att=W Rallover Amount 3 JOAN RILEY DECO 1119BI1014 an the reeene aide of dde faun. FRO SUSAN R MILM FUNDAMENTAL 9Q1UITY A ;�'.r ,6 ”' p 1 1 ,.t• f . f ;:i,s#,a��LYC �i�� �rint,a�{ygat,ptt+Z 't�=►sr`af7*ry.iF'If t+r,��.r.rA.a+ry4.;�.w�+,�.+,Aes�tfr1wof*fi� g ��Ir•� rrQl4',.. .�tEt.y�i�l.a i�4.,..N;pi''ie{, ! ` Q lJCNri�/Tia?tifi's ��• .. yy yy�1f���1 Nt .r .•� 1 f 1 t . .t i 1 t ^� t• 1YYYV7'fW '[} 0 00000000 024001015342 1 DOU62 B as.M04..00aesazoastaa16642212catLAco onata0 aaoA E _:L-"J7 Y-.lf.,-.LUbLVlLUal K'11UCb I 3.iVIU:t%UUGLL-FUllutujimllLQ,I,JC'quLLy:aLuuK iiEtlf:7V! rind ue - rage I01 Horne, Mail Search Flews Sports Finance V%tather Garries Ansvrefs S,roeri Flicltc i&Wpgrape!(gtl *nvi ritefox..v Snatch Finilnce, sem pub mail Finance Horne My Portfolio My Quotes News Market Data Yahoo Originals Business&Finance Personal.Finance CNBC Contributors Eniar Symbol Look Li Fri.Jan 23,2015,135Fn!„ST.IJS Markets Co a in 2 hm and 25 mins fiaport sn Issue DOW"#'021%Nasdaq 40.29% a ' mdeow Lord Abbett:Fundamentat Equity A(LDFVX) *watchl,kc Add to Portfollo /� 1,3.46 Q;20(1.51%) Jan-22 HiiStoliGatplim: faotHisitorioh1Prices for .GO Set Date Range d Daily T.l�oTi'4eRice' Start Date:F--7- F9_1 2014 Eg.Jan t,2010 ra Weekly 'End Date: NoV v 10 201 Q 0 Monthly I Q Dividends Only Get Prices I First!Promous(Next I Las, Prices I Date' Open Kiigh Law Close Volume Adi Close Nov 10,.m4 16.9 16,D9 16.09 16:09- 0 1a2a Nc!1:.7,414; 16.05 16.05 16.05; 18:05' 0 13.19 Close price adjusted fcr dividends'end spilts. First.l R mmusi Next I Last I"`tiDdwnload,to.Spreadsheet Cunenrjjin USD; t�' 1t pd.Topics:Tttat Might lnterestYour„ 1'_;Hlbh.Yield Stocks 5.Awseorm Penny Stocks 2..Dividend ETFs to Buy 6.Best Index Funds 3.Yop Stocks to Buy 7.Top'f 0 income Funds 4.Stocks to Buy NoW 8.Top Stocks to Invest In Feedback 'adz P,iy•M>10ueAds.-Tem-,-srndFeedhsdi-Yahool-ABC News Network. Quotes are real-time for NASDAQ.NYSE.end NYSE MKT.Sw also delay times for other cxchanges.AS information provided"as ie for informationalpurposes only,not intended-far trading purposes or advice.Nelther Yahoo!nor any of independent providers is liable for any informational errors,Incompleteness,or delays,or for any edicns taken in rrdianc�on into motion cattalnad nerern,ay accessing the Yahoo!sire,you agree not to redistribute the Information found therein http://finance:yahoo.com/q/hp?s-=LDFVX&a=10&b=9&c=2014&d=10&6=10&f=2014&g... 1/23/2015 JAN. 13. JU 15 ]1:Z4YM At r rA SAUS CS SK NQ 7644 F. 4 i OW F="dab"Ratti San A�anTo,T�782B8 us" ` December 17,2014 SUSAN RILEY MILLER 202 OLD FORD RD WHITE HAVEN PA 18661-9496 Ref+ereuce: Contract Information . ._.. . 'Annuitant:Joey^>I K. Iiley USA.A Number. 005705433 Contract Number.- M855796590 Dear Mrs. Miller, The above referenced contract was issued on August 6, 2012. The value of tote contract on November 9,2014 was$121,819.16. If you have questions, please call a member service representative at 1-800.531-USAA(8722). We value your business and look forward to continuing to serve your.financial reeds. 5incetely, Ruben Souz Jr Life Cly USAA Life Insurance Company iitl;. 11. 11314 9.00 Atr PA SAM U4 H NU. 1193 F..ag�� 1 ROSS VAAWLLEY FEDERAL CREDIT UNION "Solutions For Your Rha ndol Life" December 9,2014 Susan R.Miller 202 old ford Road White Maven PA 18651 RF-Account 0 655288 Patrick and loan Riley-irrevocable Trust Dear Susan, As of November 9,2014,balances in the account titled Patrick and loan Riley-Irrevocable Trust are as follows.. Checking $164,576.08 Savings 5.48 if you require further information please contact me at 570.823.6856 Fact 2510. . .. Sincerely,. - - --• -�- -- _ ._ ._. . - _ . ...;..:... ... . .,. ._ �f's r. �w Kelly 1.Carr Cross Valley federal Credit Union Branch Manager Mountain Top and Hazleton Offices EAST MT. CORPORATE CENTER,GAO BALTIMORE DRIVE, P.O. BOX 587,WILKES-BARRE, PA 18703-0597 (570).823.6836 » 800-548.2849 « FAX(570).822.3320 • PAL(570).823.3463 t 8000-637.4623 EMAIL'.a-ft@".rwt !wrEestTz.-craS"loylbumg '• ..M .'� ! s 7 e e ULC. 10. 1014 11 :09AM AtP PA SAUS CS SK N0. 1264 K 1 Llu.%O a EDWARD MNE5 PAGE 01/01 SL '�i r r 4� t fIZ W 8 ' E.. t 1 N �• P a i 1.0v2 n + V C. 1U 20.14 11 ;1UAM ALF NA $ALLS CS SK NO. Z2:6.4. K 5 — 214 North HcmoYsr Stmt Cool,Penns&cron 17013 7;1?.243:4511 #otl:iree`1 $4.6.451.4511 tax 717'.24,3.3723. .ho FUNERAL HOME& CREMATORY,INC. wwwfimanrath.acxr► intofoffmgri m mom C�aistopherlH,omen-Owr�cc/P�tsidcut Wllia�►1�.Hoffme�t-vu?el�esident T�o6eitA.F'�livrs�lw(t�8ape�nsac Admn G.Sha%r Fungal I}isr u Davids FCalOo—Fanezul Director rtll'A lair-Funeral Ditetxut& reateed Covnsclor November.20;,2014 Susan Miller 202 old Ford Road White Haven. PA 16661 Statement of Funeral Expenses for ,loan K.Riley Date of Death: November 9,2014 Account Id: 17333-266 PACKAGE: Immediate Cremation OPTION 6-Cremation $ 2,390.00 Sub Total: $ 2,390.00 TOTAL FUNERAL HOME CHARGES: S .2,390.00 CASH ADVANCES: 5 Certified.Death Certificates at$6.00 each 30.00 Newspaper Not Ge Sentinel $ 190:26 N6wspaper Notice-Waterville $ 8:0:50 Coronets Fee $ 30.00 Sub Total: S 336.76 FDLIC Check. 218379; Nov 20,20114 2,699.00. TOTAL FUNERAL EXPENSE: $ 1,726.76 — - 4699.Ot! f� f V \%WI/I TONE ELDER LAW.P,G.. 'vww`Oystoz eeldertaw conri JAhtiaty 23,:2015 Patrick and Joan;Riley Itnevocable Trust C/o Susan R Miller; 202:'014 Ford R©ad White Haven,PA.1,8.W INN'V VICE` . ..Le�a7 Services.�tetainer for.- Final admin%stration of dib Pati ck.and Joan.Riley Irrevocable.Trust: 1-1ors Rate T�T'A.L. 4*ca F,Greene, Esq: 12 0:0' $250 1%0-00,00: Subtotal; $3,,j000 0, Retarner°':Received:: 2 500 00' - `4 00.00 BALANCE DUI;: /---S5,30.0.0'0 ' r Payirent due upon receipt; 556 Gettysburg T'ike,;Sua#e C-100 ltiiechari csburgI PA 1'7055 Phone: 717:&9'7:3223 Fax: 717.691.8070_ tty rg` JAN. II jU15{11:13YM ALF PA SAM CS SK NO. 2644 F. 2 219NontlsBaitia reAve A FINANCE CHARGB OF 1,SO ;rPER MONTH P�axS .21C. Mt HOBY Spri6A PA 17065 (AN ANNUAL PERCE14TAGE RATE OF 16.0t) OR A ReBpo4dve. Imovative. Reliable 800.266.9954 (717)480' 'MINIMI M SERVICE CHARGE OF $ 1.00 WILL HE CMGRD vawrcw.AlertFl►snnasq.tom ON ALL AMOUSTS 3 0 DAYS OR MORE PAST DTX STATEMENT OF ACCOUNT IF YOU RECEIVE A MW IM.SURANC14cvw FOP. YOUR PitESCRIPTION$ BE SURE TO SVP$L"I 03 WITH A. COPY. Date 12/31/20 .4 ' » h I IA 11 RILEY, JOAN K RILE) t SUSAN MILLER ORP-58 202 OLD FORD Ria PAGE 1 WHITE HAVEN PA 18661 Amount Paid PLEME DETACH AND ROTU04 TOP POR7iQN MTN YOUR PAYMENT . . ..A7.ERT P7i L 4MCY SERV. INC.22.9 NORTH LTIMORE VE. MT HOLLYD PT $POS PA 17065 I ACTIVITY -FOR RILRY, k'OAN I -RIBJ -3-58 �g _ 12/09/14 1 rjmt- 00111896 17.0- 17.38* , .06 32.00 LEGEND FOR MONTH P »• p� TaW P dal i,Cradlts AMOViT OUG Mai..7.38 + 3.2.00 + .00 to 49,39 17.38 � 32.00 FORALL PHARMACY RELATED INouiRr:s PLSASE�Au Aw Ptsart acy Sorvtm CRe at 1-00046849964 torment re1Miiatogy an revel" K, 10. 10 14v 11. 1004 ALF VA SALES CS H W0, 2264 P. 4 16r m 0. 2i9 Natth$aldinare Ave A FINANCE MOOR OF 1.50 % PER t4MTH NHQUYSPicA ?A 17463 (AN MMM PER OWTAGN RATS OF is.0jr) OR A Resp nsLva. J=ovative. Reliable. 800.166.9954 (7M486.8606mnum m 5L»RvicH CI[ GE OF $ 1.00 WILL RS CNARGEA www.Akrt'9'Aatma49A*m 4N ALL AMD79TS 30 DAYS OR MORE PAST DUE STATEMENT OF ACCOUNT %? YOU ncr,>rvm A mew INsIlRANCLS CAU FOR YOUR PMCRXPTIrONS 2*2 WRE TO SLWLY V$ WITH A COPY. Date 1.1/30/2014 PMT DM, .1;124114 • $ �'.� RILEY, JOAN K RILEJ SUSAN MILLER GRD-58 202 OLD FORD W PAGE 1 Y WHITE HAVEN PA 18 651 Amaunt Paid PLBASE DETACH AND ROURN TMP PORTION WITH YOUR PAYMENT ALERT $RAI fACY S.W. INC-219 NORTH BALTIMORE A'VPS. MT H4LLY SFGS PA 1705$ Dol- ** ACTXVITY FOR RI EY, JOAN K -RILEJ -3-58 1,0/15/14 9204972 61 VO4AWAY-TK9 XR 7S Ort 1.0.00 .00 10.00- 10/15/14 010;1939 16 CLOPIDMEL 75MG 01 2.35 .00 2.380 10/18/14 9204772 31 VgMLAFAXXVZ XR 75 01 5.00 .ob 6.002 12/02/14 9259526 12 ACEF9w 6'30M4 SUP 0.1 * 4.00 .00 4.90- 11/04/14 9262547 21 ORAL 5Y=GE8 IML 01 * 10,00 .00 30.00 11/17/14 1 Fymt- - 00110920 53.56- 53.56- ':3 _ ,..,..-.-.,w—+...+r...._ ..-,. -....v,..- . +-•-» «.�.r.,.a. .;,7"'...-.tW";";S"-'"fir,• _. .00 6-37 LEGEND _ N©N-LEGEND FOR 14ORM FQR WNW M IiT Dt8 rf tam F! l ftywA t&cmdum y 7 2.71 �+- 17.38 + .00 90.tI� - 12.71 � 17.311 Z FOR ALL PMRMACY RELATED INQUIRES PLEASE CALL.Alec(PharrnaV Services,Ine at 1-800-206»9054 SWomen#rwmirr*ff an mv&W AUtC. 1Q. 1914 11 ; 10AM' ALF FA SALES CS SR NO. 2264 P. 3 219Nazd�BaltimoaeAve A FINANCE CHAR02 OF 1.50 Ir PER MONTH tAjJLV 0e� m N2 Holly Sp&p, 9A 11065 (AN ANNUAL PERCENTAGE RATE OF 18.0%) OR A Resp w v& Innovative. Reliable. 800 66.9954 (717)486.8606 MIND= SERVICE COACH OF $ 1.00 WILL BE CHARGED wwwAleyrtpharmaoywom ON ALL AMOUNTS 30 DAYS OR MORE PAST DUE STATEMENT OF ACCOUNT IF YOU R'SCBTV'Zr A NEW ZNI3UIMCE CARTE FM YOUR RRSSCRIPTTONS BE SURE TO BUFPLY US WITR A COPY. Date 10/31/2014 - PMT nV$. .11 Z4 14 Is RILEY, JOAN K RILEJ ' SUSAN MILLER ORP•-58 F�' r 202 OLD FORD RD PAGE 1 +til€- WHITE HAVEN FA 18661 A>nountPeid PL N"E DETACH AND RETURN TOP PORTION WITH YOUR PAYMENT ALERT PHARMACY &ERV. INC.219 NORTB BALTIMORE AVE. MT HOLLY SPGS, pA 17065 ** ACTIVITY FOR AILEY,, JOAN K AILED -3-S9 10/15/14 9151939 30 CLOPXDOGRR'L 75MG 01 4.25 .00 $c.25a 10/15/24 9204772 61 VSNLAFAXME X17 75 03. 1.0.00 -00 10.0003 30/16/14: 9253915 90 'lPRl=-ALBUTEROL 01 5.00 .00 '5.00,c 10/16/14 9254051 14 2 WEEK PULMO«AIDE 01 18.87 .00 10.87' 10/16/14 925405.2 1 NESOLIZER SET WIT 01 + 3.73 .00 3.73 10/16/14 92540S3 1 INEDULIZER. MASK . 01 4.1S .00 4.15 10/23/1.4 8236625 20 GAUZE PAD 9U 2x2 0Y 3.25 -AO 3.2S 1.0/24/1* 1 P"t- - 001/0034 it.25- 9.25- ' 10/2S/14 9256877 90 IPRAI'R-ALAU'TEROL 01 5.00 .00 5.000 10/23/14 2055875 30 1MRPHINE SULFATE 01. S.00 .00 5.00c 10/25/14 9256879 2 NEBCLXZER SET WIT 01 * $.23. .00 5,21 10/30/14 205S992 10 FENTANYL 12 MCG/W 01 5.00 .00 5.000 I i I -63.77C-94 LEGEND NON-LLW14D Ait FOR MONTH EFOR 'MONTIi EONW-m4 lswm_ •s ssnwa% t a e_ vow &orad AtIROUNT DU 9.25 + 72.71 •i• .00 0 81.95 - 9.15 72.71 FoR ALL PHARMACY MBL.ATSD INQUIRES PLEASE CALLAIetI FhanrtRq Servlaes,Inc at 1-800-2854W4 gmtement TW M Dhw on reverse PATRICK AND JOAN RILEY IRREVOCABLE TRUST December 20, 2011 LAW OFFICES KEYSTONE ELDER LAW P.C. 555 GETTYSBURG PIKE, SUITE C-100 MECHANICSBURG, PENNSYLVANIA 17055-5204 (717) 697-3223 Patrick and Joan Riley Irrevocable Trust Article One Establishing Our Trust The date of this Irrevocable Trust Agreement is December 20, 2011. The parties to the agreement are Patrick E. Riley and Joan K. Riley (the "Grantors") and Susan R. Miller (our"Initial Trustee"). An Attorney of Keystone Elder Law P.C. will serve as our Distribution Trustee while either of us is living (our"Lifetime Distribution Trustee"). By this agreement we intend to create valid trusts under the laws of Pennsylvania and under the laws of any state in which any trust created under this agreement is administered. This agreement creates two subtrusts, the Residence Trust and the Nongrantor Trust. Unless otherwise provided, the terms of this agreement apply to both of those subtrusts. Unless the context demands otherwise, any reference in this agreement to our trust refers to both subtrusts. Section 1.01 Identifying Our Trust Our trust is called the "Patrick and Joan Riley Irrevocable Trust." However, the following format should be used for taking title to assets: "Susan R. Miller,Trustee of the Patrick and Joan Riley Irrevocable Trust dated December 20, 2011." While not required, the title to assets may identify the subtrust, for example, "Susan R. Miller, Trustee of the Nongrantor Trust under the Patrick and Joan Riley Irrevocable Trust dated December 20, 2011." Our Principal Residence must be held according to the Residence Trust provisions. All other assets of our trust must be held according to the Nongrantor Trust provisions. This is so, even if the title of the asset identifies the other subtrust. For the purpose of transferring property to our trust, or identifying our trust in any beneficiary or pay-on-death designation, any description referring to our trust is effective if it reasonably identifies our trust. Section 1.02 Third-Party Reliance on Affidavit or Certification of Trust Our Trustee may provide an affidavit or certification of trust to third parties in lieu of providing a copy of this agreement. Third parties are exonerated from any liability for acts or omissions in reliance on the affidavit or certification of trust, and for the application that our Trustee makes of funds or other property delivered to our Trustee. 1 Section 1.03 An Irrevocable Trust This trust is irrevocable, and neither of us may alter, amend,revoke, or terminate it in any way. Section 1.04 Transfers to the Trust We transfer to our Trustee the property listed in Schedule A, attached to this agreement, to be held on the terms and conditions set forth in this instrument. We retain no right, title or interest in the income or,principal of this trust or any other incident of ownership in any trust property. (a) Character of Property Transferred The character of any property transferred to this trust shall be determined as follows: (1) Separate Property If property titled in the separate name of one of us is transferred to our trust the person transferring the property shall be deemed to have made a gift immediately prior to transferring the property to this trust to the other of us to the extent of one-half of the value of the transferred property. Any such property transferred to our trust shall be deemed contributed one-half by each of us. (2) Joint Property Any joint property that we jointly transfer to our trust shall be deemed contributed one-half by each of us as tenants-in- common and shall be allocated one-half to each of our separate shares for the purpose of computing the income attributable to each of us during our joint lives, if any. If joint tenancy property is transferred to our trust, we shall be deemed to have severed the joint tenancy immediately prior to transferring the property and no right of survivorship shall exist with respect to such property. (b) Trustee Acceptance By execution of this agreement, our Trustee accepts and agrees to hold the trust property described on Schedule A. All property, including life insurance policies, transferred to our trust after the date of this agreement must be acceptable to our Trustee. Our Trustee may refuse to accept any property. Our Trustee shall hold, administer and dispose of all trust property accepted by our Trustee for the benefit of our beneficiaries in accordance with the terms of this agreement. 2 (c) No Distributions of Income or Principal Our Trustee shall have no right, power, privilege or authority to invade or distribute income or principal of the trust to or for the benefit of either of US. Section 1.05 Statement of Our Intent We are creating this trust as part of our estate plan to ensure efficient management, administration and protection of the trust assets for our beneficiaries. It is our express intent that the principal and income of this trust will not be available to either of us for any purpose, including Medicaid. In order to maximize the benefit to our trust beneficiaries, we give our Trustee discretion with respect to the management, distribution and investment of assets in our trust. Our specific objectives in creating this trust include, but are not limited to, having: Any gift made to the trust be treated as a completed gift for federal estate and gift tax purposes; The assets of the trust estate, including life insurance proceeds, be excluded for federal estate tax purposes from our gross estates and the gross estates of our trust beneficiaries except to the extent we have explicitly granted a general power of appointment to a trust beneficiary; and The assets in this trust not be subject to the claims of any beneficiary's creditors. All provisions of this agreement shall be construed so as to accomplish our objectives. Any beneficiary has the right at any time to release, renounce or disclaim any right, power or interest that might be construed or deemed to defeat our objectives. Section 1.06 Family Information We are married and we have two children: Susan R. Miller and Patrick E. Riley, 111. All references in this agreement to"our children"are references to these children. References to"our descendants"are to our children and their descendants. Section 1.07 Our Lifetime Beneficiaries While either of us is living, Susan R. Miller is the beneficiary of trust income and principal,as set forth in Article Three. 3 Article Two Trustee Succession and Trust Protector Provisions Section 2.01 Resignation of a Trustee A Trustee may resign by giving written notice to either of us. If we are both deceased, a resigning Trustee will give written notice to the income beneficiaries of the trust and to any other Trustee then serving. Section 2.02 Trustee Succession This Section governs the succession of our Trustees. (a) Neither of Us May Serve as Trustee Notwithstanding any provision of this agreement to the contrary, under no circumstances may either of us serve as Trustee or Distribution Trustee at any time. (b) Successors to Initial Trustee If Susan R. Miller fails to serve as Initial Trustee, we appoint Patrick E. Riley III to serve as successor Trustee. (c) Successors to Lifetime Distribution Trustee If An Attorney of Keystone Elder Law P.C. fails to serve as Lifetime Distribution Trustee, we appoint An Attorney of Keystone Elder Law P.C. to serve as successor Lifetime Distribution Trustee. Section 2.03 Removal and Replacement of Trustees (a) Removal and Replacement by Both of Us As to the Residence Trust, provided we both agree, we may remove any Trustee, with or without cause, and appoint an individual or corporate successor Trustee (other than either of us). As to the Nongrantor Trust, provided we both agree, we may remove any Trustee, with or without cause, provided we appoint an individual of corporate successor Trustee that simultaneously commences service as Trustee and that is not related or subordinate to either of us within the meaning of Section 672(c) of the Internal Revenue Code. (b) Removal and Replacement by the Survivor of Us The provisions of this subsection(b)only apply after one of us has died. As to the Residence Trust, the survivor of us may remove any Trustee, with or without cause, and appoint an individual or corporate successor Trustee (other than the survivor). As to the Nongrantor Trust, the survivor of us may remove any Trustee, with or without cause, provided the survivor appoints an individual or 4 i corporate successor Trustcc that simultaneously commences service as Trustee and that is not related or subordinate to the survivor within the meaning of Section 672(c)of the Internal Revenue Code. (c) Removal by Beneficiaries After the death of the survivor of us, a Trustee of any trust created under this agreement may be removed only for cause upon approval by a court of competent jurisdiction. Any beneficiary of the trust may petition the court for removal of our Trustee. This does not limit the authority of a Trust Protector to remove a Trustee under the provisions of Section In no event may the court petitioned to approve the removal of a Trustee acquire any jurisdiction over the trust, except to the extent necessary to approve or disapprove the removal of a Trustee. The right to remove a Trustee under this subsection will not be deemed to grant to the person holding that right any of the powers of that Trustee. If a beneficiary is a minor or is incapacitated, the parent or legal representative of the beneficiary, other than either of'us, may act on behalf of the beneficiary. (d) Default of Designation and Appointment of Trustee If the office of Trustee or Distribution Trustee of a trust created under this agreement is vacant and all designated successor Trustees fail to act, we must appoint an individual or corporate successor Trustee that is not related or subordinate to either of us within the meaning of Section 672(c) of the Internal Revenue Code. If one of us is incapacitated, the non- incapacitated one of us must make the appointment. If one of us is deceased, the survivor must make the appointment. If both of us are incapacitated or deceased, or if one of us is incapacitated and the other is deceased, our Trust Protector shall appoint an individual or corporate successor Trustee. If our Trust Protector fails to act, the primary beneficiary may appoint an individual or corporate fiduciary to serve as successor Trustee. In the case of a minor or incapacitated beneficiary,the parent or legal representative of such beneficiary, other than either of us, may act on behalf of such beneficiary. If the office of Distribution Trustee of a trust created under this agreement is vacant and all designated successor Distribution Trustees fail to act,the primary beneficiary of the trust shall appoint an individual or corporate fiduciary that is not related or subordinate to any beneficiary of the trust within the meaning of Section 672(c) of the Internal Revenue Code as successor Distribution Trustee. Any beneficiary or his or her legal representative may petition a court of competent jurisdiction to appoint a successor Trustee to fill any vacancy remaining unfilled after a period of 30 days. By making such 5 appointment, such court shall not thereby acquire any jurisdiction over the trust, except to the extent necessary for making such appointment. Section 2.04 Notice of Removal and Appointment Notice of removal shall be in writing and shall be delivered to our Trustee being removed, along with any other Trustees then serving. The notice of removal shall be effective in accordance with its provisions. Notice of appointment shall be in writing and shall be delivered to the successor Trustee and any other Trustees then serving. The appointment shall become effective at the time of acceptance by the successor Trustee. A copy of the notice shall be attached to this agreement. Section 2.05 Prohibition Against SNT Beneficiary Serving as Trustee Notwithstanding any other provision of this agreement, under no circumstances may the beneficiary of a trust share that is being administered pursuant to the terms of Article Six, entitled"Supplemental Needs Trust," serve as Trustee of that share. Section 2.06 Appointment of a Cotrustee Any individual Trustee may appoint an individual or a corporate fiduciary as a Cotrustee. A Cotrustee so named shall serve only as long as our Trustee who appointed such Cotrustee (or, if such Cotrustee was named by more than one Trustee acting together, by the last to serve of such Trustees) serves, and such Cotrustee shall not become a successor Trustee upon the death, resignation,or incapacity of our Trustee who appointed such Cotrustee, unless so appointed under the terms of this agreement. Although such Cotrustee may exercise all the powers of the appointing Trustee, the combined powers of such Cotrustee and the appointing Trustee shall not exceed the powers of the appointing Trustee alone. The Trustee appointing a Cotrustee may revoke the appointment at any time with or without cause. Section 2.07 Corporate Fiduciaries Any corporate fiduciary serving under this agreement as a Trustee must be a bank, trust company, or public charity that is qualified to act as a fiduciary under applicable federal and state law and that is not related or subordinate to any beneficiary within the meaning of Section 672(c)of the Internal Revenue Code. Section 2.08 Incapacity of a Trustee If any individual Trustee becomes incapacitated, it shall not be necessary for the incapacitated Trustee to resign as Trustee. A written declaration of incapacity by the Cotrustee, if any, or, if none, by the party designated to succeed the incapacitated Trustee, if made in good faith and if supported by a written opinion of incapacity by a physician who has examined the incapacitated Trustee, will terminate the trusteeship. If the Trustee designated in the written declaration refuses to sign the necessary medical releases needed to obtain the physician's written opinion of incapacity within 10 days of a request to do so,the trusteeship will be terminated. 6 Section 2.09 Appointment of Independent Special Trustee If for any reason a Trustee or Distribution Trustee of any trust created under this agreement is unwilling or unable to act with respect to any trust property or any provision of this agreement, the Trust:Protector shall appoint, in writing, a corporate fiduciary or an individual to serve as an Independent Special Trustee as to such property or with respect to such provision. The Independent Special Trustee appointed shall not be related or subordinate to either of us while living or to any beneficiary of the trust within the meaning of Section 672(c) of the Internal Revenue Code. The Trust Protector may revoke any such appointment at will. An Independent Special Trustee shall exercise all fiduciary powers granted by this agreement unless expressly limited elsewhere in this agreement or by the Trust Protector in the instrument appointing the Independent Special Trustee. An Independent Special Trustee may resign at any time by delivering written notice of resignation to the Trust Protector. Notice of resignation shall be effective in accordance with the terms of the notice. Under no circumstances may either of us serve as an Independent Special Trustee. Section 2.10 Rights and Obligations of Successor Trustees Each successor Trustee serving under this agreement, whether corporate or individual, shall have all of the title, rights, powers and privileges granted to the Initial Trustee named under this agreement. In addition, each successor Trustee shall be subject to all of the restrictions imposed upon, as well as all obligations and duties, both discretionary and ministerial, given to the Initial Trustee named under this agreement. Section 2.11 Provisions for Trust Protector The function of the Trust Protector is to direct our Trustee in matters concerning the trust, and to assist, if needed, in achieving our objectives as manifested by the other provisions of our estate plans. In order to serve, any Trust Protector named or appointed under this Section must be a corporate fiduciary or an individual who is not related or subordinate to a transferor or any beneficiary within the meaning of Section 672(c) of the Internal Revenue Code. (a) Designation of Trust Protector We make no appointment of Trust Protector at the time this agreement is executed. Rather, a Trust Protector may be appointed pursuant to paragraph(d)of this Section as needed. (b) Authority to Name Successor The serving Trust Protector may appoint a successor Trust Protector in writing, which appointment will take effect upon the resignation, incapacity,or death of the appointing Trust Protector. Under no circumstances may either of us serve as Trust Protector. 7 (c) Resignation of Trust Protector A Trust Protector may resign by giving notice to either of us, the income beneficiaries of the trust,and the Trustee then serving. A resigning Trust Protector will not be liable or responsible for the acts or omissions of any successor Trust Protector. (d) Default of a Designated Trust Protector During any period in which a trust created under this agreement requires a Trust Protector to act and no Trust Protector is serving, a majority of the members of Keystone Elder Law P.C. may appoint a Trust Protector. If the members of Keystone :Elder Law P.C. fail to make the appointment after 30 days, then any beneficiary or trustee may petition a court of competent jurisdiction to appoint a Trust Protector. The court acting to appoint a Trust Protector will acquire jurisdiction or authority over the trust only to the extent necessary to make the appointment and may not subject the trust to the continuing jurisdiction of the court. If a beneficiary is a minor or is incapacitated, the parent or Legal Representative of the beneficiary may act on behalf of the beneficiary. A Trust Protector appointed under this paragraph (d) may be removed by the party or parties who made the appointment. (e) Rights of Successor Trust Protectors Any successor Trust Protector has all of the authority of any predecessor Trust Protector, but will not be responsible for the acts or omissions of its predecessor. (f) Power to Remove and Appoint Trustees After the death of the survivor of us, the Trust Protector may .remove any Trustee of a trust created under this agreement. Whenever the office of Trustee of a trust is vacant and no successor Trustee is effectively named, the Trust Protector may appoint an individual or a corporate fiduciary to serve as Trustee. No Trust Protector may be self--appointed as a Trustee and may not simultaneously serve as both Trust Protector and Trustee. (g) Good Faith Standard Imposed The authority of the Trust Protector is conferred in a nonfiduciary capacity, and the Trust Protector is not liable for any good-faith act, omission, or forbearance. The Trust Protector will be reimbursed promptly for any costs incurred in defending or settling any claim brought against the Trust Protector in the capacity as Trust Protector, unless it is conclusively established that the act, omission, or forbearance was 8 motivated by an actual intent to harm the beneficiaries of the trust or was an act of self-dealing for personal benefit. (h) Power to Amend Trust Agreement The Trust Protector may amend any provision of this agreement as it applies to any trust for which the Trust Protector is serving to do any of the following: (i) alter the administrative and investment powers of our Trustee; (ii) grant a beneficiary of any trust created under this agreement the testamentary power to appoint all or part of the beneficiary's trust or trust share to the creditors of the beneficiary's estate; (iii) more fully comply with our stated intent as expressed in Section 3.02, entitled "Intent as to Grantor Trust Status,"in Article Three; (iv) correct ambiguities, including scrivener errors, that might otherwise require court construction or reformation; and (v) reflect tax or other legal changes that affect trust administration. Any amendment made by the Trust Protector to correct a scrivener's error in accordance with this Section is effective as of the original date of the trust. Any other amendment made by the Trust Protector as authorized above is effective as of the date of the trust, or the date of the amendment, in the sole and absolute discretion of the Trust Protector. The decision of the Trust Protector as to the effective date of any such amendment must be set forth in the amendment. In granting a testamentary power of appointment, the Trust Protector may require, as a condition for the beneficiary's exercise of the power, that the beneficiary first obtain the consent of the Trust Protector. The Trust Protector may revoke the power at any time during the lifetime of the beneficiary to whom it was given. We suggest, but do not require,that the Trust Protector exercise this authority to subject trust property to estate tax instead of the generation-skipping transfer tax when it appears that it may reduce overall taxes. Notwithstanding the foregoing, the Trust Protector may not amend this agreement in any manner that would make trust corpus or income available to either of us for Medicaid eligibility or Medicaid estate recovery purposes. Further, the Trust Protector may not limit or alter the rights of a beneficiary in any trust assets held by the trust before the amendment, nor may the Trust Protector remove or add any individual or entity as a beneficiary of trust assets. Any amendment made by the Trust Protector must be in a signed written instrument delivered to either of us, the income beneficiaries of the trust, and the Trustee then serving. 9 (i) Not a General Power of Appointment The Trust Protector may not participate in the exercise of a power or discretion conferred under this agreement that would cause the Trust Protector to possess a general power of appointment within the meaning of Sections 2041 and 2514 of the Internal Revenue Code. Specifically, the Trust Protector may not use such powers for his or her personal benefit, nor for the discharge of his or her financial obligations. 0) Release of Powers The Trust Protector, acting on its own behalf and on behalf of all successor Trust Protectors, may at any time, by a written instrument delivered to our Trustee, irrevocably release, renounce, suspend, or reduce any or all powers and discretions conferred on the Trust Protector by this agreement. (k) No Duty to Monitor The Trust Protector has no duty to monitor or supervise any Trustee or trust created under this agreement. Further, the Trust Protector has no duty to be informed as to the acts or omissions of others or to take any action to prevent or minimize loss. Any exercise or non-exercise of the powers and discretions granted to the Trust Protector is in the discretion of the Trust Protector. (1) Compensation Any Trust Protector serving under this agreement is entitled to receive reasonable compensation for services as determined by our Trustee. The Trust Protector is entitled to reimbursement for all expenses incurred in the performance of its duties as Trust Protector, including travel expenses. Serving in the capacity of Trust Protector does not prevent the Trust Protector from also providing legal, investment or accounting services on behalf of the trust or the trust beneficiaries. If the Trust Protector is providing professional services, the Trust Protector may charge its typical fees for professional services, and may also be compensated for its services as Trust Protector. (m) Right to Examine The books and records of each trust created under this agreement, including all documentation, inventories and accountings, must be open and available for inspection by the Trust Protector at all reasonable times. 10 Article Three Administration While Either of Us is Living While either of us is living, our Trustee shall administer the trust as provided in this Article. Section 3.01 Residence and Distribution Provisions While either of us is living, our Trustee shall administer all property held by our trust as follows: (a) Residence Provisions Only as it relates to our Principal Residence held by the Residence Trust, we have the exclusive right to possess, occupy, and use the property for residential purposes, and the following provisions apply: (1) No Payment of Rent; Payment of Maintenance We may not be required to pay rent for such property, but will be responsible for and required to pay all of the expenses of the maintenance of the property, including taxes, insurance, utilities, mortgage payments and normal costs of maintenance and upkeep of the property. (2) Termination of Tenancy If both of us cease to use such property as a residence our Trustee may, in the exercise of discretion, either continue to hold such property as an investment or sell it, but may not rent or lease it to anyone. Notwithstanding the above, any purchaser of real property owned by this trust will be entitled to rely upon the authority of our Trustee to sell such real property. (3) Homestead Exemption In order to claim homestead exemption rights under Pennsylvania law, both of us shall have the right to use, possess, and occupy any real property that may be owned by the trust. Our interest in such real property shall be construed so as to qualify as our homestead property. We currently reside in the real property located at 4 Arlington Drive, Carlisle, Pennsylvania, which property is designated as our Homestead under Pennsylvania law. It is our intention that the transfer of the aforementioned property into this trust shall in no way diminish the property's status as . Homestead property under Pennsylvania's Homestead laws. Our Trustee shall take 11 any and all actions necessary to maintain the status of the property located at 4 Arlington Drive, Carlisle, Pennsylvania as homestead property, including any successor property which may qualify as our Homestead under Pennsylvania law. (b) Sales Proceeds of Principal Residence Upon the sale of our Principal Residence, the sales proceeds immediately become the property of the Nongrantor Trust and must be held pursuant to those provisions. (c) Distribution of Income As to the Nongrantor Trust, our Trustee must pay, at least annually, all of the net income from the trust property, after deducting all expenses associated with the trust property,to or for Susan R. Miller's benefit. If, for any reason, the required distribution of income is not made to a beneficiary, such income may not be accumulated with principal and will not be subject to Section 3.03, entitled "Administration Upon Our Deaths." Under no circumstances may income of the Nongrantor Trust be— (i) distributed to either of us; (ii) held or accumulated for future distribution to either of us; or (iii) applied to the payment of premiums on policies of insurance on either of our lives. As to the Residence Trust, no income may be distributed to any beneficiary. (d) Distribution of Principal to Susan R. Miller As to the Nongrantor Trust, our Lifetime Distribution Trustee may distribute to Susan R. Miller as much of the principal of the trust property as our Lifetime Distribution Trustee may determine advisable for any purpose. No other Trustee may make distributions of principal from the trust. If our Trustee is an Interested Trustee, the provisions of Section 9.22(a) shall not apply. As to the Residence Trust, our Trustee, including an Interested Trustee, may not distribute to Susan R. Miller or anyone else any principal of the trust for any purpose. If our Trustee is an Interested Trustee, the provisions of Section 9.22(a) shall apply. No Trustee or Cotrustee may make distributions to himself or herself, to his or her estate, to his or her creditors, or to the creditors of his or her estate. A distribution to or for the benefit of Susan R. Miller shall be charged to the trust as a whole rather than against Susan R. Miller's ultimate share, 12 unless determined to be an advancement in accordance with subsection(e) below. No Trustee shall have any right, power,privilege, or authority to invade or distribute principal of the trust to or for either of our benefit. We direct that no provision of Pennsylvania law, or the laws of any other state, shall be available to require any invasion of principal by our Trustee or any court. (e) Advancements Our Lifetime Distribution Trustee may make advancements by distributing principal of the trust to any of our beneficiaries under Article Four(limited to those beneficiaries who would be entitled to a share if we died at the time of the advancement). Before making an advancement to a beneficiary, we request, but do not require, that our Lifetime Distribution Trustee consider the respective needs and requirements of all of the lifetime beneficiaries. A determination by our Lifetime Distribution Trustee as to whether a distribution is for an advancement under this subsection or is a distribution under subsection (d) shall be conclusive on all persons, including all successor Trustees. (f) Discharge of a Legal Obligation No payment or distribution shall be made by our Trustee for the discharge of any of our legal obligations or otherwise for our monetary benefit. Section 3.02 Intent as to Grantor Trust Status We intend for the Residence Trust to be treated as a grantor trust under Internal Revenue Code (the "Code") sections 671 through 679. However, we intend for the Nongrantor Trust not to be treated as a grantor trust under Code sections 671 through 679. Our intent is accomplished by the following requirements, as expressed elsewhere in this agreement: (i) that the grantor's power to remove and replace the trustee of the Nongrantor Trust is limited to replacing the trustee with a trustee who is NOT related or subordinate to the grantor and that only an Independent Trustee can distribute principal of the Nongrantor Trust (required for the removal and replacement power to fall within Code section 674(c) as an exception to grantor trust status under 674(a)); (ii) that the grantor's power to remove and replace the trustee of the Residence Trust allows the grantor to replace the trustee with a trustee who is related or subordinate and that an interested trustee can distribute principal of the Residence Trust for any purpose (to achieve grantor trust status under Code section 674(a) without falling within the exception of section 674(c)); and 13 (iii) that the grantor has the power to add charitable beneficiaries to the Residence Trust(to achieve grantor trust status under Code section 674(a). The Trust Protector may amend our trust to more fully comply with our stated intent. Section 3.03 Administration Upon Our Deaths Upon the death of the survivor of us, our Trustee will administer the remaining trust property as provided in Article Four. Article Four Administration of Remaining Trust Property Our Trustee shall divide the remaining trust property into separate shares for our descendants, per stirpes, and distribute each share outright, free of trust, except as provided in Article Seven. Notwithstanding the preceding paragraph, during any period that a beneficiary is a Supplemental Needs Person, our Trustee shall administer the beneficiary's share as provided in Article Six. In determining the value of each share, our Trustee shall add to the value of the remaining trust property the value of all advancements, if any, made under Section 3.01(e) using the value of the advancement as of the date of the advancement. Our Trustee shall use the resulting total to calculate the value of the shares created under this Section. Our Trustee shall reduce the share of each beneficiary by the value of each advancement, if any, made to the beneficiary under Section 3.01(e) using the value of the advancement as of the date of the advancement. If a beneficiary to whom an advancement was made is deceased, then the shares of the beneficiaries who take the deceased beneficiary's share shall be reduced by the value of the advancement pro rata based on each beneficiary's share of the deceased beneficiary's share. If the amount of the reduction of a beneficiary's share exceeds the value of the share, the beneficiary will receive nothing and have no duty to refund any amount to the trust. In such case, the remaining beneficiaries' shares shall be reduced pro rata to account for the shortfall. Article Five Remote Contingent Distribution If, at any time, there is no person or entity qualified to receive final distribution of the trust estate or any part of it,then our Trustee shall distribute the portion of our trust estate with respect to which the failure of qualified recipients has occurred one-half to those persons who would inherit it had Patrick E. Riley then died intestate owning such 14 property, and one-half to those persons who would inherit it had Joan K. Riley then died intestate owning such property, all as determined and in the proportions provided by the laws of Pennsylvania then in effect. Article Six Supplemental Needs Trust Trust property will be administered pursuant to the terms of this Supplemental Needs Trust Article when: (i) another Article of this agreement directs that the property is to be administered as provided in this Supplemental Needs Trust Article; or (ii) the beneficiary of the property under another Article of this agreement is a Supplemental Needs Person, unless the other Article directs the beneficiary's interest to be distributed to an existing trust. "Beneficiary"under this Supplemental Needs Trust Article refers to the beneficiary of the property under the other Article. The provisions of the other Article shall continue to apply to the extent they do not conflict with the provisions of this Supplemental Needs Trust Article; specifically, the provisions of this Supplemental Needs Trust Article shall control the distributions of income and principal. Section 6.01 Distributions of Income and Principal The Trustee shall collect income and, after deducting all charges and expenses attributed thereto, may apply for Beneficiary's benefit, in-kind, or in cash, so much of the income and principal (even to the extent of the whole) as the Trustee deems advisable in the Trustee's discretion, subject to the limitations set forth below. The Trustee shall add the balance of net income not paid or applied to the principal of the Supplemental Needs Trust. (a) Maximize Benefits Consistent with the purpose of the Supplemental Needs Trust, before expending any amounts from the net income and/or principal of this trust, the Trustee shall consider the availability of all benefits from government or private assistance programs for which Beneficiary may be eligible. The Trustee, where appropriate and to the extent possible, shall endeavor to maximize the collection and facilitate the distribution of these benefits for Beneficiary's benefit. (b) No Reduction in Benefits None of the income or principal of the Supplemental Needs Trust shall be applied in such a manner as to supplant, impair or diminish any governmental benefits or assistance for which Beneficiary may be eligible or which Beneficiary may be receiving. 15 (c) No Assignment Beneficiary shall not have the power to assign,encumber,direct, distribute or authorize distributions from the Supplemental Needs Trust. (d) Supplemental Needs Trust Savings Clause Notwithstanding any provision to the contrary, in the event that the Supplemental Needs Trust is challenged or faces imminent invasion by any governmental department or agency in such a way as to affect Beneficiary's eligibility for benefits available under any governmental program, the Trustee is empowered to amend the trust so as to maintain Beneficiary's eligibility for benefits under such governmental program. Section 6.02 Definition of"Supplemental Needs" "Supplemental needs" refers to the requisites for maintaining the good health, safety, and welfare of Beneficiary when, in the discretion of the Trustee, such requisites are not being provided by any public agency, office, or department of any state or of the United States. "Supplemental needs" shall also include, but not be limited to, medical and dental expenses, annual independent checkups, clothing and equipment, programs of training, education, treatment and rehabilitation, private residential care, transportation (including vehicle purchases), maintenance, insurance, and essential dietary needs. "Supplemental needs" may include spending money; additional food; clothing; electronic equipment such as radio, recording and playback, television and computer equipment; camping; vacations; athletic contests; movies; trips; and money to purchase appropriate gifts for relatives and friends. However, in deciding whether to make these distributions the Trustee must first consider the impact on certain government benefits as is directed in Section 6.05, entitled"Distribution Guidelines." The Trustee shall have no obligation to expend trust assets for such needs, but if the Trustee, in its discretion, decides to expend trust assets, under no circumstances should any amounts be paid to, or reimbursed to, the federal government, any state, or any governmental agency for any purpose, including for the care, support, and maintenance of Beneficiary. Section 6.03 Objective to Promote Independence of Beneficiary While actions are in the Trustee's discretion, the Trustee should be mindful that it is our wish that Beneficiary live as independently,productively, and happily as possible. Section 6.04 Not Available Resource to Beneficiary It is our intent to create a Supplemental Needs Trust that conforms to Pennsylvania law, in order to provide for Beneficiary's Supplemental Needs. We intend that the trust assets be used to supplement,not supplant, impair or diminish, any benefits or assistance of any Federal, state, county, city, or other governmental entity for which Beneficiary may otherwise be eligible or which Beneficiary may be receiving. Consistent with that intent, it is our desire that, before expending any amounts from net income and/or principal of 16 the trust, the Trustee consider the availability of all benefits from government or private assistance programs for which Beneficiary may be eligible and that, where appropriate and to the extent possible, the Trustee endeavors to maximize the collection of such benefits and to facilitate the distribution of such benefits for the benefit of Beneficiary. All actions of the Trustee shall be directed toward carrying out this intent and the discretion granted the Trustee under this agreement to carry out this intent is absolute. For purposes of determining Beneficiary's eligibility for any such benefits, no part of the principal or undistributed income of the Supplemental Needs Trust shall be considered available to Beneficiary for public benefit purposes. Beneficiary shall not be considered to have access to principal or income of the trust, and he or she has no ownership, right, authority, or power to convert any asset into cash for his or her own use. The Trustee shall hold, administer, and distribute all property allocated to the Supplemental Needs Trust for the exclusive benefit of Beneficiary during his or her lifetime. All distributions from the trust are in the discretion of the Trustee, and Beneficiary is legally restricted from demanding trust assets for his or her support and maintenance. In the event the Trustee is requested to release principal or income of the Supplemental Needs Trust to or on behalf of Beneficiary to pay for equipment, medication, or services that any government agency is authorized to provide, or in the event the Trustee is requested to petition a court or any other administrative agency for the release of trust principal or income for this purpose, the Trustee is authorized to deny such request and is authorized in its discretion to take whatever administrative or judicial steps may be necessary to continue Beneficiary's eligibility for benefits, including obtaining legal advice about Beneficiary's specific entitlement to public benefits and obtaining instructions from a court of competent jurisdiction ruling that neither the trust corpus nor the trust income is available to Beneficiary for eligibility purposes. Any expenses of the Trustee in this regard, including reasonable attorney's fees, shall be a proper charge to the Supplemental Needs Trust. Section 6.05 Distribution Guidelines Consistent with the purpose of the Supplemental Needs Trust, before expending any amounts from the net income and/or principal of the trust, the Trustee shall consider the availability of all benefits from government or private assistance programs for which Beneficiary may be eligible. The Trustee, where appropriate and to the extent possible, shall endeavor to maximize the collection and facilitate the distribution of these benefits for the benefit of Beneficiary.•In making distributions,the Trustee will: (i) consider any other known income or resources of Beneficiary that are reasonably available; (ii) take into consideration all entitlement benefits from any government agency, such as Social Security Disability payments (SSDI), Medicaid, Department of Public Welfare, Supplemental Security Income (SSI), and any other special purpose benefits for which Beneficiary is eligible; (iii) take into consideration resource and income limitations of any such assistance program; 17 (iv) make expenditures so that Beneficiary's standard of living will be comfortable and enjoyable; (v) not be obligated or compelled to make specific payments; (vi) not pay or reimburse any amounts to any governmental agency or department, unless proper demand is made by such governmental agency and reimbursement is required by the state; and (vii) not be liable for any loss of benefits. Section 6.06 Use of Care Manager The Trustee shall have the option of utilizing the services of a Care Manager to assist in advising on how best to provide for Beneficiary's needs. The primary objective of the Care Manager shall be to assist the Trustee to carry out the purposes of the Supplemental Needs Trust to ensure that Beneficiary maintains a safe living situation, receives counseling services when appropriate and lives as independently as possible. A Care Manager shall be a professional Clinical Licensed Social Worker, Professional Conservator, or care management agency that has experience in the field of assessment of conditions similar to those of Beneficiary and is familiar with the public benefits to which Beneficiary may be entitled. (a) Distribution Advisement If the Trustee uses a Care Manager, the Care Manager shall advise the Trustee concerning discretionary distributions to be made from the trust that are helpful and appropriate for Beneficiary's needs including payment for medical care, counseling services, and daily support. (b) Annual Care Plan If the Trustee uses a Care Manager, the Care Manager shall provide to the Trustee, at least annually, a written care plan for purposes of evaluation of Beneficiary's medical and psychosocial status. The care plan shall include recommendations concerning resources and services beneficial to Beneficiary. (c) Quarterly Assessments If the Trustee uses a Care Manager, the Care Manager shall, at least quarterly, visit Beneficiary to assess his or her physical and emotional needs including the appropriateness of present placement, monitoring attendant care, accessing required resources, making and keeping medical appointments, and accessing socialization activities. (d) Compensation of the Care Manager If the Trustee uses a Care Manager, the Care Manager shall be entitled to fair and reasonable compensation for the services it renders. The amount of compensation shall be an amount equal to the customary and prevailing charges for services of a similar nature during the same period of time and in the same geographic locale. 18 (e) The Resignation of a Care Manager Any Care Manager may resign by giving thirty(30) days' written notice to the Trustee. (f) Replacement of Care Manager The Trustee may terminate the Care Manager without cause and name a replacement. If a Care Manager cannot serve for any reason, the Trustee may name a replacement, which may begin to serve immediately. If the Care Manager must be replaced, then the successor Care Manager shall also be a professional Clinical Licensed Social Worker, Professional Conservator, or care management agency who has experience in the field of assessment of conditions similar to those of Beneficiary and is familiar with the public benefits to which Beneficiary may be entitled. Section 6.07 No Seeking of Order to Distribute For purposes of determining Beneficiary's state Medicaid program equivalent eligibility, no part of the principal or undistributed income of the Supplemental Needs Trust may be considered available to Beneficiary. The Trustee will deny any request by Beneficiary to: (i) release principal or income of the trust to or on behalf of Beneficiary to pay for equipment, medication, or services that the state Medicaid program equivalent would provide if the trust did not exist; or (ii) petition a court or any other administrative agency for the release of trust principal or income for this purpose. The Trustee may, in its discretion, take necessary administrative or legal steps to protect Beneficiary's Medical Assistance, including obtaining a ruling from a court of competent jurisdiction that the trust principal is not available to Beneficiary for purposes of determining eligibility. Expenses for this purpose, including reasonable attorney's fees, are a proper charge to Beneficiary's Supplemental Needs Trust. Section 6.08 Indemnification of Trustee When Acting in Good Faith The Trustee shall be indemnified from the trust property for any loss or reduction of public benefits sustained by Beneficiary as a result of the Trustee exercising, in good faith,the authority granted to the Trustee under this Article. Section 6.09 Termination and Distribution of Supplemental Needs Trust If the Trustee, in its discretion, determines that Beneficiary is no longer dependent on others and is able to provide independent support,the Trustee shall distribute or retain the remaining Supplemental Needs "Trust property according to the other provisions of this agreement as though the provisions of this Article had not been effective. If the other provisions of this agreement do not provide for the distribution or retention of the remaining property, then the Trustee shall distribute the remaining property to Beneficiary outright, free of trust. 19 "Independent support" shall be satisfied at such time as Beneficiary has been gainfully employed for thirty-three (33) months of a thirty-six (36) month period immediately preceding the decision to terminate the trust share. The terms "gainful employment" and "gainfully employed" shall be construed to mean such full-time employment that produces sufficient net income to enable Beneficiary to contribute not less than 100 percent of the funds (exclusive of other sources of revenue) that are necessary to provide for the independent care, support, maintenance, and education of Beneficiary. The Trustee, in its discretion, shall determine whether or not Beneficiary has satisfied the condition of gainful employment. Section 6.10 Distribution Upon the Death of Beneficiary Upon the death of Beneficiary, the Trustee shall distribute or retain the remaining Supplemental Needs Trust property according to the other Article of this agreement that directed the property to be held pursuant to this Article. If the other Article does not provide for distribution upon the death of Beneficiary, then the Trustee shall distribute or retain the remaining Supplemental Needs Trust property as though Beneficiary had predeceased the surviving spouse. Section 6.11 Waiver of Court Invasion of Principal Under no circumstances shall Supplemental Needs Trust principal be subject to any court-directed invasion pursuant to the provisions of the laws of Pennsylvania or any other state. Section 6.12 Prohibition Against Beneficiary Serving as Trustee Notwithstanding any other provision of this agreement, under no circumstances may Beneficiary serve as Trustee of any share that is being administered for his or her benefit under the provisions of this Supplemental Needs Trust Article. Section 6.13 Limitation on Power to Remove and Replace Trustee Notwithstanding any other provision of this agreement, Beneficiary has the power to remove and replace the Trustee of the Supplemental Needs Trust, but may not appoint himself or herself as the replacement Trustee. Section 6.14 No Power to Adjust from Principal to Income Notwithstanding any provision of this agreement or state law to the contrary, the Trustee does not have the power to adjust any item of principal to income pursuant to Pennsylvania law for any Supplemental Needs Trust administered under this Article. Section 6.15 No General Power of Appointment Notwithstanding any provision of this agreement or state law to the contrary, Beneficiary shall not have a lifetime or testamentary general power of appointment as defined in Section 2041 of the Internal Revenue Code, or as defined under Pennsylvania law, or the laws of any other state. 20 Section 6.16 Application of Article Any decision made by the Trustee under this Article shall be final, controlling and binding upon all beneficiaries subject to the provisions of this Article. Article Seven Administration of Trusts for Underage and Incapacitated Beneficiaries Section 7.01 Distributions for Underage and Incapacitated Beneficiaries If under another provision of this agreement any part of the trust property is directed or required to be distributed outright to a person (other than either of us) who has not yet attained the age of 21 years or is incapacitated, then our Trustee may distribute or retain that part of the trust property as described in Section 7.02, unless the provisions of Article Six, entitled"Supplemental Needs Trust," apply. When making a distribution, we request, but do not require, that our Trustee consider the ability that the beneficiary demonstrated in managing prior distributions. All decisions made by our Trustee under this Article are final, controlling and binding upon all beneficiaries subject to the provisions of this Article. Section 7.02 Methods of Distribution Property to which this Article applies may be: (i) distributed directly to the beneficiary; (ii) distributed to the beneficiary's guardian, conservator,parent, family member, or other person who has assumed responsibility for his or her care; (iii) distributed to any person or entity, including our Trustee, as custodian for the beneficiary under the Uniform Transfers to Minors Act, or similar statute; (iv) distributed to other persons or entities for the benefit of the beneficiary; (v) distributed to an agent authorized to act for the beneficiary under a power of attorney for property; (vi) retained in trust, distributing income and principal for any purpose, in any amount, using any of the methods described above, all in our Trustee's discretion, and distributing the remainder outright to the beneficiary when he or she attains the age of 21 years (unless he or she is incapacitated), and upon the beneficiary's death distributing the remainder as appointed by the beneficiary, and if not appointed, as though the beneficiary had predeceased both of us; (vii) retained in trust pursuant to the provisions of Article Six, entitled "Supplemental Needs Trust," for the benefit of the beneficiary; or (viii) distributed or retained in any combination of one or more of the above. 21 Article Eight Trust Administration The terms of this trust agreement prevail over any provision of Pennsylvania law, except those provisions that are mandatory and may not be waived. Section 8.01 Distributions to Beneficiaries Whenever this agreement authorizes or directs our Trustee to make a distribution of net income or principal to a beneficiary, our Trustee may apply for the benefit of the beneficiary any property that otherwise could be distributed directly to the beneficiary. Our Trustee shall have no responsibility to inquire into the beneficiary's ultimate disposition of the distributed property unless specifically directed otherwise by this agreement. Our Trustee may make distributions in cash or in kind, or partly in each, in proportions and at values determined by our Trustee. Our Trustee may allocate undivided interests in specific assets to a beneficiary or trust in any proportion or manner that our Trustee determines, even though the property allocated to one beneficiary may be different from that allocated to another beneficiary. Our Trustee may make these determinations without regard to the income tax attributes of the property and without the consent of any beneficiary. Section 8.02 No Court Proceedings This trust shall be administered expeditiously, consistent with the provisions of this agreement, free of judicial intervention, and without order, approval or action of any court. The trust shall be subject to the jurisdiction of a court only if our Trustee or another interested party institutes a legal proceeding. A proceeding to seek instructions or a court determination shall be initiated in the court having original jurisdiction over matters relating to the construction and administration of trusts. Seeking instructions or a court determination shall not subject this trust to the continuing jurisdiction of the court. We request that any questions or disputes that may arise during the administration of this trust be resolved by mediation and if necessary, arbitration in accordance with the Uniform Arbitration Act. Each interested party involved in the dispute (including our Trustee, if involved) shall select an arbiter and, if necessary to establish a majority decision, the arbiters selected shall select an additional arbiter. The decision of a majority of the arbiters selected shall control with respect to the matter. Section 8.03 No Bond No Trustee is required to furnish any bond for the faithful performance of our Trustee's duties, unless required by a court of competent jurisdiction and only if the court finds that a bond is needed to protect the interests of the beneficiaries. No surety will be required on any bond required by any law or rule of court, unless the court specifies that a surety is necessary. 22 Section 8.04 Exoneration of Our Trustee No successor Trustee is obligated to examine the accounts, records or actions of any previous Trustee or of the personal representative of either of our estates. No successor Trustee shall be in any way or manner responsible for any act, omission, or forbearance on the part of any previous Trustee or the personal representative of either of our estates. Unless our Trustee has received notice of removal, our Trustee shall not be liable to either of us or to any beneficiary for the consequences of any action taken by our Trustee that would have been, but for the prior removal of our Trustee, a proper exercise by our Trustee of the authority granted to our Trustee under this agreement. Absent bad faith on the part of our Trustee, our Trustee is exonerated from any and all liability for the acts, omissions,and forbearances of our Trust Protector. Any Trustee may request and obtain .from the beneficiaries or from their legal representatives, agreements in writing releasing our Trustee from any liability that may have arisen from our Trustee's acts, omissions, and forbearances, and indemnifying our Trustee from liability for the acts, omissions, and forbearances. An agreement described in this paragraph, if acquired from all the living beneficiaries of the trust or from their legal representatives, shall be conclusive and binding upon all parties, born or unborn, who may have,or may in the future acquire, an interest in the trust. Our Trustee may require a refunding agreement before making any distribution or allocation of trust income or principal and may withhold distribution or allocation pending determination or release of a tax lien or other lien. Section 8.05 Trustee Compensation An individual serving as Trustee shall be entitled to fair and reasonable compensation for the services rendered as a fiduciary. A corporate fiduciary serving as Trustee shall be compensated by agreement with an individual Trustee or, in the absence of an individual Trustee or in the absence of an agreement, in accordance with the corporate fiduciary's published schedule of fees in effect at the time the services are rendered. Our Trustee may charge additional fees for services it provides that are not comprised within its duties as Trustee such as fees for legal services, tax return preparation and corporate finance or investment banking services. In addition to receiving compensation, our Trustee may be reimbursed for reasonable costs and expenses incurred in carrying out its duties under this agreement. Section 8.06 Employment of Professionals Our Trustee may appoint, employ and remove, at any time and from time to time, investment advisors, accountants, auditors, depositories, custodians, brokers;consultants, attorneys, expert advisers, agents, and employees to advise or assist our Trustee in the performance of its duties. Our Trustee may act upon the recommendations of the persons or entities employed with or without independent investigation. Our Trustee may reasonably compensate an individual or entity employed to assist or advise our Trustee regardless of whether the person or entity shall be a Trustee of a trust established under this agreement or a corporate affiliate of a Trustee and regardless of 23 whether the entity shall be one in which a Trustee of a trust created under this agreement is a partner, member, stockholder, officer, director or corporate affiliate or has any other interest. Our Trustee may pay the usual compensation for services contracted for under this Section out of principal or income of the trust as our Trustee may deem advisable. Our Trustee may pay compensation to an individual or entity employed to assist or advise our Trustee without diminution of or charging the same against the compensation to which our Trustee is entitled under this agreement. Any Trustee who shall be a partner, stockholder, officer, director or corporate affiliate in any entity employed to assist or advise our Trustee shall nonetheless receive our Trustee's share of the compensation paid to the entity. Section 8.07 Collection of Proceeds Upon the Death of an Insured Upon the death of an insured under any policy of life insurance forming a part of the trust principal, our Trustee shall make a reasonable effort to collect all sums payable directly to our Trustee or the trust. Our Trustee may exercise any of the options of settlement that may at any time be available to our Trustee under the terms of any such policy. Our Trustee shall not be liable to any beneficiary for the settlement option ultimately selected. Our Trustee may refuse to enter into or maintain any proceeding, whether in law or equity, administrative or otherwise, with respect to any life insurance policy, until our Trustee has been indemnified to its satisfaction against all expenses and liabilities that, in our Trustee's judgment, may be involved in the proceeding. Our Trustee is authorized to compromise and adjust claims arising out of any insurance policy upon such terms and conditions, as our Trustee may deem prudent. The decisions of our Trustee shall be conclusive on all persons. Section 8.08 Insurance Carrier Protected in.Dealing With Our Trustee An insurance carrier is entitled to presume that our Trustee is properly exercising its powers as Trustee under this agreement when working with or assisting our Trustee in any transaction. The insurance carrier and the insurance carrier's agents are not required to inquire into any of the provisions of this agreement to determine if our Trustee has the power to act or is properly exercising its power or see to our Trustee's application of any proceeds paid to our Trustee. Our Trustee's receipt of the insurance proceeds shall relieve the insurance carrier of any further liability with respect to payment of the proceeds. Section 8.09 Exercise of Testamentary Power of Appointment A testamentary power of appointment granted under this agreement may be exercised by a valid will that specifically refers to the power of appointment. . The holder of a testamentary power of appointment may exercise the power to appoint property among the permissible appointees in equal or unequal proportions, and on such terms and conditions, whether outright or in trust, as the holder of the power designates. The holder of a testamentary power of appointment may grant further powers of 24 appointment to any person to whom .principal may be appointed, including a presently exercisable limited or general power of appointment. Our Trustee may conclusively presume that any power of appointment granted to any beneficiary of a trust created under this agreement has not been exercised by the beneficiary if our Trustee has no knowledge of the existence of a valid will exercising the power within 30 days after the beneficiary's death, and our Trustee shall then be released from any liability for any distributions made in good faith. Section 8.10 Determination of Principal and Income Capital gains of the Residence Trust must be allocated to principal, and capital gains of the Nongrantor Trust must be allocated to income. Receipts of rents, royalties, interest, dividends, and other ordinary income must be allocated to income. Section 8.11 Trust Accounting Except to the extent required by law, our Trustee is not required to file accountings in any jurisdiction. Upon the written request of a Qualified Beneficiary of a trust created under this agreement, our Trustee must render an accounting to the Qualified Beneficiaries of that trust during the accounting period that includes the date of the written request. The accounting must include the receipts, expenditures, and distributions from the trust for which the accounting is prepared occurring during the accounting period. If a tax return is prepared for a trust during a period for which a trust accounting is made, our Trustee's accounting must include a copy of that tax return. if there is no tax return prepared for the accounting period, our Trustee's accounting must include a balance sheet itemizing the trust property and our Trustee's reasonable estimation of the value of the assets held in the trust as of the date the accounting is completed. In the absence of fraud or manifest error, the assent by all Qualified Beneficiaries to our Trustee's accounting-will make the matters disclosed in the accounting binding and conclusive upon all persons, including those living on the date of this agreement and those to be born in the future who have, or will in the future have, a vested or contingent interest in the trust property. In the case of a Qualified Beneficiary who is a minor or who is incapacitated, that beneficiary's natural guardian or legal representative may give the assent required under this Section. Section 8.12 Information to Beneficiaries Our beneficiaries' privacy is important to us. This section establishes our Trustee's duties to inform, account, and report to beneficiaries of various trusts created under this agreement, and to other individuals during the term of any trust created under this agreement. Except to the extent required by taw, our Trustee is not required to comply with a request to furnish a copy of this trust agreement to a Qualified Beneficiary at any time,and our Trustee is not required to send annual reports or reports upon termination of the trust to any Permissible Distributee or Qualified Beneficiary who requests the report. If our Trustee decides, in our Trustee's discretion, to provide any information to a Permissible Distributee or Qualified Beneficiary, our Trustee may exclude any information that our Trustee determines is not directly applicable -to the beneficiary 25 receiving the information. Any decision by our Trustee to make information available to any beneficiary does not constitute an obligation to provide any information to any beneficiary in the future. Section 8.13 Action of Cotrustees If two Trustees are eligible to act with respect to a given matter, the concurrence of both is required for action to be taken. If more than two Trustees are eligible to act with respect to a given matter, the concurrence of a majority of the Trustees is required for action to be taken. If the Trustees are unable to concur with respect to a matter as to which they have joint powers, we request that the matter be settled by mediation and, if necessary, arbitration in accordance with the Uniform Arbitration Act. Each of the Trustees will select an arbiter and, if necessary to establish a majority decision, the arbiters so selected will select an additional arbiter. The decision of a majority of the arbiters so selected will control with respect to the matter. A nonconcurring Trustee may dissent or abstain from any action of the other Trustee or Trustees. The nonconcurring Trustee is absolved from personal liability by registering his or her dissent or abstention in the records of the trust. After doing so, the nonconcurring Trustee will then act with the other Trustees in any way necessary or appropriate to effectuate the action of the other Trustees. Section 8.14 Trustee Authority to Disclaim or Release Powers Notwithstanding any provision of this agreement to the contrary, any Trustee may disclaim or release, in whole or in part, by an instrument in writing, any power held as Trustee, irrevocably or for any period of time that the Trustee may specify. The Trustee may make the relinquishment of a power personal to the Trustee or may relinquish the power for all subsequent Trustees. Section 8.15 Delegation of Trustee Authority; Power of Attorney Subject to the limitations set forth in Section 9.22, any Trustee .may, by an instrument in writing, delegate to any other Trustee the right to exercise any power (including a discretionary power) granted our Trustee in this agreement. During the time a delegation under this Section is in effect, our Trustee to whom the delegation was made may exercise the power to the same extent as if the delegating Trustee had personally joined in the exercise of the power. The delegating Trustee may revoke the delegation at any time by giving written notice of revocation to our Trustee to whom the power was delegated. Our Trustee may execute and deliver a revocable or .irrevocable power of attorney granting any individual or entity the power to transact any and all business on behalf of our trust or any other trust created under this agreement. The power of attorney may grant to the attorney-in-fact all of the rights, powers, and discretion that our Trustee is entitled to exercise under this agreement. 26 Section 8.16 Additions to Separate Trusts If upon the termination of any trust created under this agreement a final distribution is to be made to a person who is the only beneficiary of another trust created under this agreement, our Trustee shall make the distribution to the second trust instead of distributing the property to the beneficiary outright. For purposes of administration, our Trustee shall treat the distribution as though it had been an original part of the second trust. Section 8.17 Authority to Merge or Sever Trusts The provisions of this Section only apply after the death of the survivor of us. Our Trustee may merge and consolidate a trust created under this agreement with any other trust, if the two trusts contain substantially the same terms for the same beneficiaries and at least one Trustee in common. Our Trustee may administer the merged and consolidated trust as a single trust or unit. If, however, a merger or consolidation does not appear feasible, our Trustee may consolidate the assets of the trusts for purposes of investment and trust administration while retaining separate records and accounts for each respective trust. Our Trustee may sever any trust on a fractional basis into two or more separate and identical trusts or may segregate a specific amount or asset from the trust property by allocation to a separate account or trust. The separate trusts may be funded on a non pro rata basis provided that funding is based on the total fair market value of the assets on the date of funding. Income earned on a segregated amount or specific asset after the segregation passes with the amount or asset segregated. Our Trustee shall hold and administer each separate trust upon terms and conditions substantially identical to those of the trust from which it was severed. Subject to the terms of the trust, our Trustee may consider differences in federal tax attributes and other pertinent factors in administering the trust property of any separate account or trust, in making applicable tax elections, and in making distributions. A separate trust created by sevcrance must be treated as a separate trust for all purposes from the date on which the severance is effective; however, the effective date of severance may be retroactive to a date before the date on which our Trustee exercises the power. Section 8.18 Merger of Corporate Fiduciary If any corporate fiduciary acting as our Trustee under this agreement is merged with or transfers substantially all of its trust assets to another corporation or if a corporate fiduciary changes its name,the successor shall automatically succeed to the trusteeship as if originally named a Trustee. No document of acceptance of trusteeship shall be required. Section 8.19 Beneficiary's Status Until our Trustee receives notice of the incapacity, birth, marriage, death or other event upon which a beneficiary's right to receive payments may depend, our Trustee shall not 27 be liable for acting or failing to act with respect to the event or for disbursements made in good faith to persons whose interest may have been affected by such event. Unless otherwise provided in this agreement, the parent or legal representative may act on behalf of a beneficiary who is a minor or is incapacitated. Our Trustee may rely on any information provided by a beneficiary with respect to the beneficiary's assets and income. Our Trustee shall have no independent duty to investigate the status of any beneficiary and shall not incur any liability for failure to do SO. Section 8.20 Discharge of Third Persons Persons dealing in good faith with our Trustee shall not be required to see to the proper application of money paid or property delivered to our Trustee, or to inquire into the authority of our Trustee as to any transaction. The receipt from our Trustee for any money or property paid, transferred or delivered to our Trustee shall be a sufficient discharge to the person or persons paying, transferring or delivering the money or property from all liability in connection with its application. Section 8.21 Certificate by Trustee A written statement of our Trustee may always be relied upon by, and shall always be conclusive evidence in favor of, any transfer agent or any other person dealing in good faith with our Trustee in reliance upon the statement. Section 8.22 Funeral and Other Expenses of Beneficiary Upon the death of a lifetime beneficiary,out Trustee may pay the funeral expenses,burial or cremation expenses, enforceable debts and other expenses incurred due to the death of the beneficiary from trust property. This Section shall only apply to the extent the lifetime beneficiary has not exercised any testamentary power of appointment granted to him under this agreement. Our Trustee may rely upon any request by the personal representative or members of the family of the deceased beneficiary for payment without verifying the validity or the amounts and without being required to see to the application of the amounts so paid. Our Trustee may make decisions under this Section without regard to any limitation on payment of expenses imposed by statute or rule of court and may be made without obtaining the approval of any court having jurisdiction over the administration of the deceased beneficiary's estate. Section 8.23 Generation-Skipping Transfer Tax Provisions Notwithstanding any other provision of this agreement to the contrary, if a trust created under this agreement would be partially exempt from generation-skipping transfer tax after the intended allocation of a GST exemption to the trust then: (a) Division into Exempt and Nonexempt Trusts Our Trustee may divide the property of the trust into two separate trusts so that the allocation of GST exemption can be made to a trust that will be entirely exempt from generation-skipping transfer tax(the"exempt trust"). 28 The exempt trust shall consist of the largest fractional share of the total trust assets that will permit the exempt trust to be entirely exempt from generation-skipping transfer tax. The "nonexempt trust" shall consist of the balance of the total trust assets. For purposes of computing the fractional share, asset values as finally determined for federal estate tax purposes shall be used. The fraction shall be applied to the assets at their actual value on the effective date or dates of distribution so that the actual value of the fractional share resulting from the application of such fraction will include fluctuations in the value of the trust property. (b) Administration of the Trusts The trusts created under this Section shall have the same terms as the original trust. To the extent possible, distributions to a non-skip person as defined by Section 2613 of the Internal Revenue Code shall be made from a nonexempt trust and distributions to a skip person as defined by Section 2613 shall be made from an exempt trust. Our Trustee shall administer each exempt and nonexempt trust as a separate and independent trust. Any exempt or nonexempt trust established under this agreement may be referred to by the name designated by our Trustee. If an exempt trust and a nonexempt trust are further divided under the terms of this agreement, our Trustee may allocate property from the exempt trust first to the trust from which a generation skipping transfer is more likely to occur. (c) Our Intent; Trust Additions Our intent is to minimize the application of the generation-skipping transfer tax to the trust property but not to affect the total amount of trust property to which any beneficiary may be entitled under this agreement. This agreement shall be so construed and interpreted to give effect to this intent. If at any time any property that has an inclusion ratio greater than zero for generation-skipping transfer tax purposes would be added to a trust with property that has an inclusion ratio of zero, then our Trustee shall instead hold such property in a separate trust on the same terms and conditions as the original trust. Section 8.24 Grantor Trust Provisions We intend that the Residence Trust be a grantor trust for federal income tax purposes for those periods of time during which we or any other person holds one or more of the powers described in Sections 671 through 679 of the Internal Revenue Code, the effect of which is that we will be taxed on the income of the Residence Trust. To carry out this intent,the following provisions apply to the administration of the Residence Trust. 29 (a) Power to Add Charities as Beneficiaries While either of us is living, either of us may add beneficiaries to the Residence Trust by designating any charitable organization described in Section 170 of the Internal Revenue Code as an additional beneficiary of the net income or principal of the trust. After designating any additional charitable beneficiary, our Trustee may, but is not required to, distribute net income or principal to the additional charitable beneficiary, in amounts and proportions determined by our Trustee. (b) Nonfiduciary Capacity The powers described in this Section are exercisable solely in a nonfiduciary capacity without approval or consent of any person acting in a fiduciary capacity. No claim for breach of fiduciary duty may be imposed as a result of the exercise or nonexercise of the powers granted under this Section. Section 8.25 Waiver of Court-Ordered Invasion of Principal Under no circumstances, however, shall trust principal be subject to any court-directed invasion pursuant to any provision of Pennsylvania law,or the laws of any other state. Article Nine Our Trustee's Powers Section 9.01 Introduction to Trustee's Powers Except as otherwise specifically provided in this agreement, our Trustee may exercise, without prior approval from any court, all the powers conferred by this agreement and any other powers conferred by law, including, without limitation, those powers set forth under the common law or statutory law of Pennsylvania or any other jurisdiction whose law applies to this trust. The powers set forth in Pennsylvania law related to fiduciary powers are specifically incorporated into this trust agreement. The powers conferred upon our Trustee by law, including those powers conferred by Pennsylvania law related to fiduciary powers, shall be subject to any express limitations or contrary directions contained in this agreement. Our Trustee shall exercise these powers in the manner our Trustee determines to be in the best interests of the beneficiaries. Our Trustee shall not exercise any of its powers in a manner that is inconsistent with the right of the beneficiaries to the beneficial enjoyment of the trust property in accordance with the general principles of the law of trusts. The Trustee of a trust may have duties and responsibilities in addition to those described in this agreement. We encourage our Trustee to obtain appropriate legal advice if our Trustee has any questions concerning its duties and responsibilities as Trustee. 30 Section 9.02 Power to Appoint in Further Trust(Trust Decanting) Whenever assets may be distributed to or for the benefit of a beneficiary of any trust created under this agreement (the"old trust"), an Independent Trustee (the"trustee") may distribute the assets to a new trust that meets all of the following requirements: (i) the new trust must not reduce any fixed income, annuity,or unitrust right of any beneficiary of the old trust; (ii) the new trust must provide for one or more of the beneficiaries of the old trust; (iii) the new trust must not accelerate the interests of remainder beneficiaries of the old trust; (iv) the new trust must not benefit the trustee, the trustee's creditors, the trustee's estate,or the creditors of the trustee's estate; (v) the term of the new trust must not extend beyond the period of perpetuities provided under the governing law of the old trust; (vi) the new trust must not defeat a beneficiary's presently-exercisable right to withdraw property from the old trust; (vii) the new trust must not create or expand either of our rights as a beneficiary over what was provided in the old trust; and (viii) the new trust must qualify for each of the following if the old trust so qualifies: (a) the marital deduction; (b) the charitable deduction; (c) the gift tax or generation-skipping transfer tax annual exclusion for gifts to the trust; (d) exclusion from a person's estate;or (c) as a qualified subchapter S corporation shareholder. Section 9.03 Execution of Documents by Our Trustee Our Trustee may execute and deliver any and all instruments in writing that our Trustee considers necessary to carry out any of the powers granted in this agreement. Section 9.04 Investment Powers in General Our Trustee may invest in any type of investment that our Trustee determines is consistent with the investment goals of our trust, whether inside or outside the geographic borders of the United States of America and its possessions or territories, taking into account our trust's overall investment portfolio. Without limiting our Trustee's investment authority in any way,we request that our Trustee exercise reasonable care and skill in selecting and retaining trust investments. We also request that our Trustee take into account the following factors in choosing investments for our trust: The potential return from the investment, both in the form of income and appreciation; 31 The potential income tax consequences of the investment; The investment's potential for volatility;and The role the investment will play in the trust's portfolio. We request that our Trustee, in arranging the investment portfolio of the trust, also consider the possible effects of inflation or deflation, changes in global and U.S. economic conditions,transaction expenses,and the trust's need for liquidity. Our Trustee may delegate its discretion to manage trust investments to any registered investment adviser or corporate fiduciary. Section 9.05 Banking Powers Our Trustee may establish bank accounts of any type in one or more banking institutions that our Trustee may choose. Our Trustee may open accounts in the name of our Trustee (with or without disclosing fiduciary capacity) or in the name of the trust. When an account is in the name of the trust, checks on that account and authorized signatures need not disclose the fiduciary nature of the account or refer to any trust or Trustee. An account from which our Trustee makes frequent disbursements need not be an interest bearing account. Our Trustee may authorize withdrawals from an account by check, draft or other instrument or in any other manner. Section 9.06 Business Powers Our Trustee is authorized to serve as an officer, director, manager, or in any other capacity of any proprietorship, partnership,joint venture, corporation, or other enterprise in which the trust has an interest(whether or not such interest is total or controlling). Our Trustee may receive compensation for services. Our Trustee may contract with and otherwise deal with any such enterprise in the same manner as it would with any enterprise in which the trust has no interest, and may use any voting power our Trustee may have to implement its authority (whether as Trustee or as an officer,director,or other official of the enterprise). With respect to any units in a limited liability company, limited partnership, or stock in a closely-held corporation ("closely-held company") that are contributed to the trust, the powers granted to our Trustee in this Article shall not disqualify our Trustee from acting personally and independently, and not in a fiduciary capacity, with respect to any closely held company, from holding office in the closely-held company, from accepting remuneration from the closely-held company, from voting any units or stock in favor of our Trustee as a director or officer of the closely-held company, or from purchasing or selling units or stock of the closely-held company. If any trust created under this agreement is funded with subchapter S stock, our Trustee may either elect to qualify the trust as a qualified subchapter S trust ("QSST") under Section 1361(d)(3) of the Internal Revenue Code or as an electing small business trust under Section 1361(e)(1) to administer the trust in accordance with the requirements of the corresponding Section. 32 Section 9.07 Contract Powers Our Trustee may sell at public or private sale, transfer, exchange for other property, and otherwise dispose of trust property for consideration and upon terms and conditions that our Trustee deems advisable. Our Trustee may grant options of any duration for any such sales, exchanges, or transfers of trust property. Our Trustee may enter into contracts, and may deliver deeds or other instruments, that our Trustee deems appropriate. Section 9.08 Common Investments For purposes of convenience with regard to the administration and investment of the trust property, our Trustee may invest part or all of the trust property jointly with trust property of other trusts for which our Trustee is also serving as a Trustee. For this purpose, a corporate fiduciary acting as our Trustee may use common funds for investment. When trust property is managed and invested in this manner, our Trustee shall maintain records that sufficiently identify that portion of the jointly invested assets that constitute the trust property of this trust. Section 9.09 Environmental Powers Our Trustee shall have the right to inspect trust property to determine compliance with or to respond to any environmental law affecting the trust property. "Environmental law" shall mean any federal, state, or local law, rule, regulation, or ordinance relating to protection of the environment or of human health. Our Trustee may refuse to accept property if our Trustee determines that the property is or may be contaminated by any hazardous substance or is or was used for any purpose involving hazardous substances that could create liability to the trust or to our Trustee. Our Trustee may use and expend trust property to (i)conduct environmental assessments, audits or site monitoring; (ii) take remedial action to contain, clean up or remove any hazardous substance including a spill, discharge or contamination; (iii) institute, contest or settle legal proceedings brought by a private litigant or any local, state, or federal agency concerned with environmental compliance; (iv) comply with any order issued by any court or by any local, state, or federal agency directing an assessment, abatement or clean-up of any hazardous substance; and (v) employ agents, consultants and legal counsel to assist our Trustee in these actions. Our Trustee shall not be liable for any loss or reduction in value sustained by our trust as a result of our Trustee's retention of property on which hazardous materials or substances requiring remedial action are discovered unless our Trustee contributed to the resulting loss or reduction in value through willful misconduct or gross negligence. Our Trustee shall not be liable to any beneficiary or to any other party for any decrease in the value of trust property as a result of our Trustee's compliance with any environmental law, including any reporting requirement. 33 Our Trustee may release, relinquish or disclaim any power held by our Trustee that our Trustee determines may cause our Trustee to incur individual liability under any environmental law. Section 9.10 Insurance Powers Our Trustee may purchase, accept, hold, and deal with as owner,policies of insurance on either of our lives, the life of any beneficiary, or on the life of any person in whom any beneficiary has an insurable interest. It is our intent that life insurance policies be considered proper investments of trust principal. Our Trustee may purchase disability, medical, liability, long-term health care and other insurance on behalf of and for the benefit of any beneficiary. Our Trustee may purchase annuities and similar investments for any beneficiary. Our Trustee shall have the power to execute or cancel any automatic premium loan agreement with respect to any policy, and shall have the power to elect or cancel any automatic premium loan provision in a life insurance policy. Our Trustee may borrow money to pay premiums due on any policy, either by borrowing from the company issuing the policy or from another source. Our Trustee may assign the policy as security for the loan. Our Trustee shall have the power to exercise any option contained in a policy with regard to any dividend or share of surplus apportioned to the policy, to reduce the amount of a policy or convert or exchange the policy, or to surrender a policy at any time for its cash value. Our Trustee may elect any paid-up insurance or extended term insurance nonforfeiture option contained in a policy. Our Trustee shall have the power to sell any policy at its fair market value to anyone having an insurable interest in the policies including the insured. Our Trustee shall have the right to exercise any other right,option, or benefit contained in a policy or permitted by the insurance company issuing the policy. Upon termination of the trust, our Trustee shall have the power to transfer and assign the policies held by the trust as a distribution of trust property. The provisions of this Section shall supersede the principles of general trust law with respect to our Trustee's duties and obligations relating to any life insurance policies owned or acquired by our trust. Section 9.11 Loans and Borrowing Powers Our Trustee may make secured or unsecured loans to any person (other than to either of us), entity, trust or estate, for any term or payable on demand, with or without interest. Our Trustee may enter into or modify the terms of any mortgage or security agreement granted in connection with any loan and may release or foreclose on the mortgage or security. 34 Our Trustee may borrow money at interest rates and on other terms that it deems advisable from any person, institution or other source including, in the case of a corporate fiduciary, its own banking or commercial lending department. Our Trustee may encumber trust property by mortgages, pledges and other hypothecation and shall have the power to enter into any mortgage, whether as a mortgagee or mortgagor even though the term may extend beyond the termination of the trust and beyond the period that is required for an interest created under this agreement to vest in order to be valid under the rule against perpetuities. Our Trustee may purchase, sell at public or private sale, trade, renew,modify, and extend mortgages. Our Trustee may accept deeds in lieu of foreclosure. Section 9.12 Nominee Powers Our Trustee may hold real estate, securities and any other trust property in the name of a nominee or in any other form without disclosing the existence of any trust or fiduciary capacity. Section 9.13 Oil, Gas and Mineral Interests Our Trustee may acquire, maintain, develop and exploit, either alone or jointly with others, any oil,gas,coal, minerals or other natural resource rights or interests. Our Trustee may drill, test, explore, mine, develop, extract, remove, convert, manage, retain, store, sell and exchange any of such rights and interests on terms and for a price that our Trustee deems advisable. Our Trustee may execute leases, pooling and unitization agreements and other types of agreements in connection with such oil, gas, coal, mineral and other natural resource rights and interests even though such arrangements may extend beyond the termination of the trust. Our Trustee may execute division orders, transfer orders, releases, assignments, farm outs, and any other instruments that it deems proper. Our Trustee may employ the services of consultants and outside specialists in connection with the evaluation, management, acquisition.. disposition, and development of any mineral interest, and may pay the cost of the services from the principal and income of the trust property. Section 9.14 Payment of Taxes and Expenses Except as otherwise provided in this agreement, our Trustee is authorized to pay all property taxes, assessments, fees, charges, and other expenses incurred in the administration or protection of the trust. All payments shall be a charge against the trust property and shall be paid by our Trustee out of the income, or to the extent that the income is insufficient, then out of the principal of the trust property. The determination of our Trustee with respect to the payment of expenses shall be conclusive upon the beneficiaries. 35 Section 9.15 Purchase of Assets from and Loans to Our Probate Estates Upon the death of either of us, our Trustee is authorized to purchase and retain in the form received, as an addition to the trust, any property that is a part of the deceased spouse's probate or trust estate. In addition, our Trustee may make loans, with or without security, to the deceased spouse's probate or trust estate. Our Trustee shall not be liable for any loss suffered by the trust as a result of the exercise of the powers granted in this Section. Notwithstanding anything in this agreement to the contrary,our Trustee shall not have the power to use any trust property for the benefit of either of our estates if doing so would cause such assets to be deemed available resources for Medicaid eligibility or Medicaid estate recovery purposes. Further, notwithstanding anything in this agreement to the contrary, our Trustee shall not have the power to use any trust property for the benefit of either of our estates as defined in Section 20.2042-1(b) of the Treasury Regulations, unless such property is included in the deceased spouse's gross estate for federal estate tax purposes. Section 9.16 Qualified Tuition Programs Our Trustee may purchase tuition credits or certificates or make contributions to an account in one or more qualified tuition programs as defined under Section 529 of the Internal Revenue Code on behalf of a beneficiary for the purpose of meeting the qualified higher education expenses of the beneficiary. With respect to an interest in any qualified tuition program, our Trustee is authorized to act as contributor (or similar designation given to the person who maintains control of an interest in the qualified tuition program) and take any and all actions to administer the interest, including, without limitation, the following: To designate and change the designated beneficiary of the interest in the qualified tuition program; To request withdrawals, both qualified and nonqualified; To select among investment options and to reallocate funds in the interest in the qualified tuition program among different investment options; To make rollovers to another qualified tuition program; and To determine the allocation of any tax benefits or penalties to the beneficiaries of the trust. Notwithstanding anything in this paragraph to the contrary, the designated beneficiary at all times must be a beneficiary of the trust from which the funds were distributed to establish the interest in the qualified tuition program. Our Trustee's investment in a qualified tuition program shall not be considered a delegation of investment responsibility under any applicable statute or other law. 36 Section 9.17 Real Estate Powers Our Trustee may sell at public or private sale, convey, purchase, exchange, lease for any period, mortgage, manage, alter, improve and in general deal in and with real property in such manner and on such terms and conditions as our Trustee deems appropriate. Our Trustee may grant or release easements in or over, subdivide,partition, develop,raze improvements, and abandon, any real property. Our Trustee may manage real estate in any manner that our Trustee deems best and shall have all other real estate powers necessary for this purpose. Our Trustee may enter into contracts to sell real estate. Our Trustee may enter into leases and grant options to lease trust property even though the term of the agreement extends beyond the termination of any trusts established under this agreement and beyond the period that is required for an interest created under this agreement to vest in order to be valid under the rule against perpetuities. For such purposes, our Trustee may enter into any contracts,covenants and warranty agreements that our Trustee deems appropriate. Section 9.18 Residences and Tangible Personal Property Our Trustee may acquire, maintain and invest in any residence for the use and benefit of the beneficiaries, whether or not the residence is income producing and without regard to the proportion that the value of the residence may bear to the total value of the trust property and even if retaining the residence involves financial risks that trustees would not ordinarily incur. Our Trustee may pay or make arrangements for others to pay all carrying costs of the residence, including, but not limited to, taxes, assessments, insurance, expenses of maintaining the residence in suitable repair, and other expenses relating to the operation of the residence for the benefit of the beneficiaries. Our Trustee may acquire, maintain and invest in articles of tangible personal property, whether or not the property is income producing, and may pay the expenses of the repair and maintenance of the property. Our Trustee shall have no duty to convert the property referred to in this Section to productive property except as required by other provisions of this agreement. Other than our Principal Residence, my Trustee may permit any lifetime beneficiary of the trust to occupy any real property or use any personal property owned by the trust on terms or arrangements that our Trustee may determine, including rent free or in consideration for the payment of taxes, insurance,maintenance,repairs, or other charges. Our Trustee shall have no liability for any depreciation or loss as a result of the retention of any property retained or acquired under the authority of this Section. Section 9.19 Retention and Abandonment of Trust Property Our Trustee may retain, without liability for depreciation or loss resulting from retention, any property constituting the trust at the time of its creation, at the time of the death of either of us or as the result of the exercise of a stock option. Our Trustee may retain property, notwithstanding the fact that the property may not be of the character prescribed by law for the investment of assets held by a fiduciary, and notwithstanding the fact that 37 retention may result in inadequate diversification under any applicable Prudent Investor Act or other applicable law. Our Trustee may hold property that is non-income producing or is otherwise nonproductive if holding the. property is, in the discretion of our Trustee, in the best interests of the beneficiaries. On the other hand, our Trustee shall invest contributions of cash and cash equivalents as soon as reasonably practical after the assets have been acquired by the trust. Our Trustee is permitted to retain a reasonable amount in cash or money market accounts in order to pay anticipated expenses and other costs and to provide for anticipated distributions to or for the benefit of a beneficiary. Our Trustee may abandon any trust property that our Trustee deems to be of insignificant value. Section 9.20 Securities, Brokerage and Margin Powers Our Trustee may buy, sell, trade and otherwise deal in stocks, bonds, investment companies, mutual funds, common trust funds, commodities, options and other securities of any kind and in any amount, including short sales. Our Trustee may write and purchase call or put options, and other derivative securities. Our Trustee may maintain margin accounts with brokerage firms and may pledge securities to secure loans and advances made to our Trustee or to or for the benefit of a beneficiary. Our Trustee may place all or any part of the securities held by the trust in the custody of a bank or trust company. Our Trustee may have all securities registered in the name of the bank or trust company or in the name of its nominee. Our Trustee may appoint the bank or trust company as the agent or attorney in fact to collect, receive, receipt for and disburse any income and generally to perform the duties and services incident to a custodian of accounts. Our Trustee may employ a broker-dealer as a custodian for securities held by the trust and may register the securities in the name of the broker-dealer or in the name of a nominee with or without the addition of words indicating that the securities are held in a fiduciary capacity. Our Trustee may hold securities in bearer or uncertificated form and may use a central depository, clearing agency or book-entry system, such as The Depository Trust Company, Euroclear or the Federal Reserve Bank of New York. Our Trustee may participate in any reorganization, recapitalization, merger or similar transaction. Our Trustee may exercise or sell conversion or subscription rights for securities of all kinds and description. Our Trustee may give proxies or powers of attorney that may be discretionary and with or without powers of substitution. Our Trustee may vote or refrain from voting as to any matter. Section 9.21 Settlement Powers Our Trustee may settle, by compromise, adjustment, arbitration or otherwise any and all claims and demands in favor of or against the trust. Our Trustee may release or abandon any claim in favor of the trust. 38 Section 9.22 Limitation on Our Trustee's Powers All powers granted to our Trustee under this agreement or by applicable law shall be limited as set forth in this Section, unless explicitly excepted by reference to this Section. (a) An Interested Trustee Limited to Ascertainable Standards An Interested Trustee may not exercise or participate in the exercise of discretion with respect to the distribution of income or principal, or the termination of the trust to or for the benefit of a beneficiary, to the extent that the exercise of such discretion is other than for the health, education, maintenance or support of a beneficiary as described under Sections 2041 and 2514 of the Internal Revenue Code. (b) No Distributions in Discharge of Certain Legal Obligations Our Trustee may not exercise or participate in the exercise of discretion with respect to the distribution of income or principal that would in any manner discharge a legal obligation of our Trustee, including the obligation of support. If a beneficiary or any other person has the power to remove a Trustee, that Trustee may not exercise or participate in the exercise of discretion with respect to the distribution of income or principal that would in any manner discharge a legal obligation of the person having the power to remove our Trustee, including that person's obligation of support. (c) Purchase of Real Estate If our Trustee uses funds of the Nongrantor Trust to purchase a Principal Residence for our use, then such real property must be held in the Residence Trust and may not be held in the Nongrantor Trust. (d) Insurance Policy on the Life of Our Trustee If the trust holds a policy that insures the life of our Trustee, our Trustee shall have no right to exercise any powers or rights with respect to the policy. A Cotrustee serving under this agreement shall exercise the powers and rights with respect to the policy. If the insured Trustee is the only Trustee, then an Independent Special Trustee designated under Section 2.09 shall exercise the powers and rights with respect to the policy. If any rule of law or court decision construes the ability of the insured Trustee to name an Independent Special Trustee as an incident of ownership of the policy, then a majority of the then current mandatory and discretionary income beneficiaries (excluding the insured Trustee if he or she is a beneficiary)shall select the Independent Special Trustee. 39 (e) Insurance Policy on a Beneficiary's Life If the trust holds a policy that insures the life of a beneficiary, the beneficiary (acting individually or as Trustee) shall have no power over the policy, the cash value of the policy, or the proceeds of the policy. The intent of this denial of power is to prevent an insured beneficiary from having a power that would constitute an incident of ownership of the policy. The limitations of this subsection shall not apply if the proceeds of the policy would, upon the death of the beneficiary, otherwise be included in the gross estate of the beneficiary for federal estate tax purposes. Article Ten General Provisions Section 10.01 Maximum Term for Trusts Pursuant to Pennsylvania law, the rule against perpetuities does not apply to any trust created under this agreement. However, if for any reason the rule against perpetuities does apply,then this Section controls the maximum term for trusts. Notwithstanding any other provision of this agreement to the contrary (except for the preceding paragraph), unless terminated earlier under other provisions of this agreement, each trust created under this agreement shall terminate 21 years after the last to die of the descendants of our maternal and paternal grandparents, who are alive at the relevant time. At that time, the remaining trust property shall vest in and be distributed to the persons then entitled to receive mandatory distributions of net income of the trust and in the same proportions to which they are entitled to receive the net income. If no beneficiary is entitled to receive mandatory distributions of net income, then the remaining trust property shall vest in and be distributed to the beneficiaries then entitled to receive discretionary distributions of net income of the trust, in equal shares. Section 10.02 Spendthrift Provision Neither the income nor the principal of any trust created under this agreement may be assigned, anticipated, encumbered, alienated, or otherwise voluntarily transferred in any manner by any beneficiary. In addition, neither the income nor the principal of any trust created under this agreement is subject to attachment, bankruptcy proceedings or any other legal process, to the interference or control of creditors or others, or otherwise subject to any involuntary transfer. This section does not restrict a beneficiary's right to disclaim any interest or the exercise of any power of appointment granted in this agreement. In addition,this Section does not limit the ability of an IndePendent Trustee to appoint property in further trust for any beneficiary as provided in Section 9.02, entitled "Power to Appoint in Further Trust (Trust Decanting)." 40 Section 10.03 Contest Provision If, after receiving a copy of this Section, any person,in any manner, directly or indirectly, attempts to contest or oppose the validity of this agreement, (including any amendment to this agreement), or commences, continues, or prosecutes any legal proceeding to set this agreement aside, then such person shall forfeit his or her share, cease to have any right or interest in the property, and shall, for purposes of this agreement be deemed to have predeceased us. Section 10.04 Changing the Governing Law and Situs of Administration Our Trust Protector may, at any time, change the governing law of the trust,remove all or any part of the property or the situs of administration of the trust from one jurisdiction to another, or both. Our Trust Protector may elect, by filing an instrument with the trust records, that the trust will thereafter be construed, regulated and governed as to administration by the laws of the new jurisdiction. Our Trust Protector may take action under this Section for any purpose our ''rust Protector deems appropriate, including the minimization of any taxes in respect of the trust or any beneficiary of such trust, and may do so with or without providing notice to any beneficiary. If necessary, or if deemed advisable by our Trust Protector, our Trust Protector will appoint an Independent''rustee to serve as trustee in the new situs. If necessary, and if our Trust Protector does not appoint an Independent Trustee within 30 days of our Trust Protector's action to change the governing law or situs of the trust, the beneficiaries entitled to receive distributions of net income under the trust may, by majority consent, appoint a corporate fiduciary in the new situs. If a beneficiary is a minor or is incapacitated, the parent or legal representative of the beneficiary may act on behalf of the beneficiary. Section 10.05 Definitions For purposes of this agreement,the following terms have the following meanings: (a) Adopted and Afterborn Persons A legally adopted person in any generation and his or her descendants, including adopted descendants, has the same rights and shall be treated in the same manner under this agreement as natural children of the adopting parent, provided such person is legally adopted prior to attaining the age of 18 years. A person is deemed to be legally adopted if the adoption was legal in the jurisdiction in which it occurred at the time that it occurred. A fetus in utero that is later born alive shall be considered a person in being during the period of gestation. (b) Agreement The term "this agreement" means this trust agreement and includes all trusts created under the terms of this trust agreement. 41 (c) Available GST Exemption An individual's "available GST Exemption" means the GST exemption provided in Section 2631 of the Internal Revenue Code in effect at the time reduced by the aggregate of: (i) the amount, if any, of GST exemption allocated to lifetime transfers; and (ii) the amount, if any, of allocations of GST exemption made or deemed made to transfers other than allocations to transfers under this agreement. If, at the time, the individual has made a gift with an inclusion ratio of greater than zero but has not filed a gift tax return and the due date for the gift tax return has not yet passed, that individual's GST exemption is deemed to have been allocated to this gift to the extent necessary and possible to exempt the gift from generation-skipping transfer tax. (d) Descendants The term "descendants" means the lineal descendants of all generations of the identified person. (e) Distribution Trustee The term "our Distribution Trustee" or "Distribution Trustee" refers to a person or a corporate fiduciary who is qualified to serve as an Independent Trustee and is appointed as Distribution Trustee in one or more trusts under this agreement. A Distribution Trustee's authority is limited to participating in discretionary distributions specifically assigned to the Distribution Trustee, and has no other powers or responsibilities. (f) Education The term "education" is intended to be an ascertainable standard in accordance with Section 2041 and Section 2514 of the Internal Revenue Code and includes,but is not limited to: (i) enrollment at private elementary, junior and senior high school including boarding school; (ii) undergraduate and graduate study in any field at a college or university; (iii) specialized, vocational or professional training or instruction at any institution, including private instruction; and (iv) any other curriculum or activity that our Trustee may deem useful for developing the abilities and interests of a beneficiary including, without limitation, athletic training, musical instruction, theatrical training,the arts and travel. 42 The term "education" also includes distributions made by our Trustee for expenses such as tuition, room and board, fees, books and supplies, tutoring, transportation, and a reasonable allowance for living expenses. (g) Grantor The term "Grantor" has the same legal meaning as "Settlor," "Trustor," "Trustmaker,"or any other term referring to the maker of a trust. (h) Incapacity Except as otherwise provided in this agreement, a person is deemed incapacitated in any one of the following circumstances. (1) The Opinion of a Licensed Physician An individual is deemed incapacitated whenever, in the opinion of a licensed physician, the individual is unable to effectively manage his or her property or financial affairs, whether as a result of age, illness, use of prescription medications,drugs or other substances, or any other cause. An individual is deemed restored to capacity whenever the individual's personal or attending physician provides a written opinion that the individual is able to effectively manage his or her property and financial affairs. (2) Court Determination An individual is deemed incapacitated if a court of competent jurisdiction has declared the individual to be disabled,incompetent or legally incapacitated. (3) Disappearance, Absence, or Detention An individual is deemed incapacitated whenever, in our Trustee's discretion, he or she cannot effectively manage his or her property or financial affairs due to disappearance, absence, or detention (including incarceration). A person's disappearance, absence, or detention (including incarceration), may be established by an affidavit of our Trustee describing the relevant circumstances. A third party dealing in good faith with our Trustee may rely on the affidavit as conclusive evidence of incapacity. (i) Income Beneficiary The term "income beneficiary" means any beneficiary who is then entitled to receive distributions of the net income of the trust, whether mandatory or discretionary. (j) Independent Trustee The term "Independent Trustee" means a Trustee who is not an Interested Trustee as defined in subsection (k) and includes an Independent Special 43 Trustee appointed under the provisions of Section 2.09. Whenever a power is granted exclusively to an Independent Trustee or the phrase "other than an Interested Trustee" is used (or similar prohibitive language), then the power or discretion may be exercised only by an Independent Trustee. (k) Interested Trustee The term "Interested Trustee" means a Trustee who (1) is a transferor or beneficiary; (2) is related or subordinate to a transferor or beneficiary; (3)can be removed and replaced by a transferor with either thetransferor or a party who is related or subordinate to the transferor; or (4)can be removed and replaced by a beneficiary with either the beneficiary or a party who is related or subordinate to the beneficiary. For purposes of this subsection, (1)"transferor" means a person who transferred property to the trust, including a person whose disclaimer resulted in property passing to the trust; (2)"beneficiary" means a person who is or in the future may be eligible to receive income or principal from the trust pursuant to the terms of the trust, even if such person has only a remote contingent remainder interest in the trust, but not if the person's only interest is as a potential appointee under a power of appointment; and (3)"related or subordinate" means related or subordinate within the meaning of Section 672(c)of the Internal Revenue Code. (1) Lifetime Beneficiary or Lifetime Beneficiaries The term "lifetime beneficiary" or "lifetime beneficiaries" means those individuals that are identified in Section 1.07 and provided for in Article Three. (m) Per Stirpes Whenever a distribution is to be made to a person's descendants "per stirpes,"the distribution.will be divided into as many equal shares as there are then-living children of the person and deceased children of the person who left then-living descendants. Each then-living child will receive one share and the share of each deceased child will be divided among such child's descendants in the same manner. (n) Permissible Distributee "Permissible Distributee" means a beneficiary who is currently eligible to receive distributions of trust income or principal, whether the distribution is mandatory or discretionary. (o) Primary Beneficiary The primary beneficiary of a trust created under this agreement is the oldest income beneficiary of that trust unless some other individual is specifically designated as the primary beneficiary of that separate trust. 44 (p) Principal Residence Other than real property identified by the Trustee as not being our Principal Residence, the term "Principal Residence" means the real property (including condominiums or the shares of a cooperative apartment)held by this trust that meets any of the following criteria: (i) it is our principal residence for purposes of Section 121 of the Internal Revenue Code, as further clarified by Section 1.121-1(b) of the Treasury Regulations,or any successor code or regulation; (ii) it is our principal residence for Department of Veterans Affairs pension benefits purposes; or (iii) it is the real property identified by the Trustee as our Principal Residence. There can only be one Principal Residence. If the trust holds more than one parcel of real property that qualifies as a Principal Residence under (i), (ii), or (iii), then the Principal Residence is the parcel identified by the Trustee as the Principal Residence. (q) Qualified Beneficiary The term "Qualified Beneficiary" means a beneficiary who, on the date the beneficiary's qualification is determined: (i) is a distributee or Permissible Distributee of trust income or principal; (ii) would be a distributee or Permissible Distributee of trust income orprincipal if the interests of the distributees described in subparagraph(i)terminated on that date; or (iii) would be a distributee or Permissible Distributee of trust income or principal if the trust terminated on that date. (r) Shall and May Unless otherwise specifically provided in this agreement or by the context in which used, we use the word "shall" in this agreement to command, direct or require, and the word "may" to allow or permit, but not require. In the context of our Trustee, when we use the word "may"we intend that our Trustee may act in our Trustee's discretion unless otherwise stated in this agreement. (s) Supplemental Needs Person The term "Supplemental Needs Person"means a person who: (i) is disabled; or (ii) is receiving, or is eligible to receive, assistance or other benefits under a means-based government program (such as Medicaid or Supplemental Security Income). 45 As used above, the term "disabled" means disabled as defined in United States Code Title 42, Section 1382c(a)(3), or under Pennsylvania law related to means-based government programs. As used above, the term "assistance" means assistance or medical assistance as defined in United States Code Title 42, Section 1396d(a), or under Pennsylvania law related to means-based government programs. (t) Trust The terms "trust," "our trust," "this trust," "this agreement," and similar terms refer to this agreement and all trusts created under the terms of this agreement. (u) Trustee The terms "Trustee" and "our Trustee" refer to the Trustees named in Article One, entitled "Establishing Our Trust," and to any successor, substitute, replacement, or additional person, corporation or other entity that is from time to time acting as the Trustee of any trust created under the terms of this agreement. The term "Trustee" refers to singular or plural as the context may require. (v) Trust Estate and Trust Property The terms "trust estate" and "trust property" mean all property'(income and principal) held by our Trustee under this agreement, including all property that our Trustee may acquire from any source. References to either spouse's share of the trust estate or trust property refer to that spouse's separate property and share of the community property contributed to our trust. Section 10.06 General Provisions and Rules of Construction The following general provisions and rules of construction apply to this agreement: (a) Duplicate Originals We may have executed any number of counterparts of this agreement, each of which is deemed to be an original. Any person may rely upon a copy of this agreement certified under oath by our Trustee to be a true copy,to the same effect as if it were an original. (b) Singular and Plural; Gender Unless the context requires otherwise, words denoting the singular may be construed as plural and words of the plural may be construed as denoting the singular. Words of one gender may be construed as denoting another gender as is appropriate within the context. (c) Headings of Articles, Sections, and Subsections The headings of Articles, Sections, and subsections used within this agreement are included solely for the convenience and reference of the 46 reader. They have no significance in the interpretation or construction of this agreement. (d) Governing Law Unless the Situs of Administration is changed as provided in Section 10.04, Pennsylvania law governs the validity and construction of this agreement. (e) Notices Unless otherwise stated, whenever this agreement calls for notice, the notice must be in writing and personally delivered with proof of delivery, or mailed postage prepaid by certified mail,return receipt requested, to the last known address of the party requiring notice. Notice is effective on the date personally delivered or on the date of the return receipt. If a party giving notice does not receive the return receipt but has proof that he or she mailed the notice, notice shall be effective on the date it would normally have been received via certified mail. If notice is required to be given to a minor or incapacitated individual, notice must be given to the parent or legal representative of the minor or incapacitated individual. (17 Severability The invalidity or unenforceability of any provision of this agreement shall not affect the validity or enforceability of any other provision of this agreement. 47 Grantors and Trustee We hereby execute this agreement on December 20, 2011. We certify that we have read this agreement, that we understand it, and that it correctly states the provisions under which the trust property is to be administered and distributed by our Trustee. We hereby sign this agreement in the presence of the witnesses. 66,'k- - Patrick E. Riley,Gran or oan K. Riley,Gr or �aw avl Susan R. Miller,Trustee COMMONWEALTH OF PENNSYLVANIA ) )ss. COUNTY CUMBERLAND ) On this day, December 20, 2011, before me personally appeared David D. Nesbit, Esquire (Pennsylvania Supreme Court ID No. 77411), known to me (or proved to me on the basis of satisfactory evidence) to be a member of the bar of the highest court in Pennsylvania and a subscribing witness to the within instrument and certified that he was personally present when PATRICK E. RILEY, JOAN K. RILEY, and SUSAN R. MILLER, acknowledged that they executed the foregoing instrument as their voluntary act and deed for the purposes therein contained. Witness my hand and official seal. [Seal] Notary Public 41/ My commission expires: NOTARIAL SEAL MARCIA M NESBIT Notary Public UPPER ALLEN TWP.CUMBERLAND COUNTY My Commission Expires Jun 4.2014 48 Witnesses The foregoing instrument was signed by the Grantors in our presence, and we, in the Grantors' presence and the presence of each other, sign �- (Wia-s witnesses. tness signature) !�! l _ (Witness signature) p (printed name) (printed name) (street address) Q (street address) (city,state zip) (city,state zip) 49.