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03-18-15
pennsytvania EX(03-14)(FI) 1505614105 ocs�mnana�nre REV-1500 OFFICIAL USE ONLY Bureau of Individual Taxes County Code Year File Number PO, BOX 280601 INHERITANCE TAX RETURN Harrisburg, PA 17128-0601 RESIDENT DECEDENT- ENTER DECEDENT INFORMATION BELOW Social Security Number Date of Death MMDDYM Date of Birth MMDDYYW i 07122014 1040_19 27 Decedents Last Name Suffix Decedent's First Name MI BRADNEY GEORGE, 1H� t (if Applicable)Enter Surviving Spouse's Information Below Spouse's Last Name Suffix Spouse's First Name Mi THIS RETURN MUST BE FILED IN DUPLICATE WITH THE REGISTER OF WILLS FILL INAPPROPRIATE OVALS BELOW cW 1.Original Return C= 2.Supplemental Return C=) 3. Remainder Return(date of death prior to 12-13-82) C=:) 4.Agriculture Exemption(date of c=:) 5. Future Int6rest Compromise(date of C=:) 6. Federal Estate Tax Return Required death on or after 7-1-2012) death after 12-12-82) cW 7. Decedent Died Testate cAD 8.Decedent Maintained a Living Trust 9. Total Number of Safe Deposit Boxes (Attach copy of will.) (Attach copy of trust.) C=) 10. Litigation Proceeds Received C:D 11.Non-Probate Transferee Return C=) 12. Deferral/Election of Spousal Trusts (Schedule F and G Assets Only) O 13.Business Assets O 14.Spouse is Sole Beneficiary (No trust involved) CORRESPONDENT- THIS SECTION MUST BE COMPLETED.ALL CORRESPONDENCE AND CONFIDENTIAL TAX INFORMATION SHOULD BE DIRECTED TO: Name Daytime Telephone Number 'JAMES C BRADNEY 1(303)752-0491 First Line of Address SOUTH1696 VICTOR ST Second Line of Address rri City or Post Office State ZIP Code C> :3 c-7) AURORA c> rl CO Correspondent's email address: 2JCB@COMCAST.NET REGISTER OF WILLS USE ONLY- REGISTER OF WILLS USE ONLY M A � .1 "4 DATE FILED STAMP PLEASE USE ORIGINAL FORM ONLY Side I 4 1505614105 1505614205 REV-1500 EX(FI) Decedent's Social Security Number Decedent's Name: GOERGE H BRADNEY RECAPITULATION 1. Real Estate(Schedule A). ...................................... ...... 1. 2. Stocks and Bonds(Schedule B) ............................... . ....... 2. 57,517.00 3. Closely Held Corporation,Partnership or Sole-Proprietorship(Schedule C) .... . 3. 4. Mortgages and Notes Receivable(Schedule D)................... ........ 4. 5. Cash, Bank Deposits and Miscellaneous Personal Property(Schedule E)....... 5. 6. Jointly Owned Property(Schedule F) O Separate Billing Requested ... .... 6. 7. Inter-Vivol Transfers&Miscellaneous Non-Probate Property (Schedule G) O Separate Billing Requested........ 7. 843,532.26 8. Total Gross Assets(total Lines 1 through 7).r........................... 8. 901,049.33 ` 9. Funeral Expenses and Administrative Costs(Schedule H)............. ...... 9. 13,480.84 10. Debts of Decedent, Mortgage Liabilities and Liens(Schedule 1)............... 10. 7,169.79 11. Total Deductions(total Lines 9 and 10)................................. 11. 20,650.63 12. Net Value of Estate(Line 8 minus Line 11)................ . .............. 12. 880,398.70 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. 880,398.70 TAX CALCULATION-SEE INSTRUCTIONS FOR APPLICABLE RATES 15. Amount of Line 14 taxable at the spousal tax rate,or transfers under Sec.9116 (a)(1.2)X.0- 15. ` 16. Amount of Line 14 taxable at lineal rate X.0 45 880,398.70 16. 39,617.94 17. Amount of Line 14 taxable at sibling rate X.12 17. 18. Amount of Line 14 taxable at collateral rate X.15 18. 19. TAX DUE ..:.............. ......................... 19. 39,617.94 20. FILL IN THE OVAL IF YOU ARE REQUESTING A REFUND OF AN OVERPAYMENT C Under penalties of perjury,I declare 1 have examined this return,including accompanying schedules and statements,and to the best of my knowledge and belief, it is'true, correct and complete.Declaration of preparer other than the person responsible for filing the return is based on all information of which preparer has any knowledge. SIGNAT RE OF PER NSIBLE F FILING RETURN DATE AIDDREItS 6 6 SOUTH VICTOR ST AURO , CO 80012-5355 SIGNAT E F P P O TAN N RESPONSIBLE FOR FILING THE RETURN D E ADDRE 481 f JONESTOWN RD STE 125 HARRISBURG PA 17109 u11Iti�i»i�i�i�ii�ii loll ilii i1Ei sloe 2 � L 4 1505614205 REV-1500 EX (FI) Page 3 File Number Decedent's Complete Address: DECEDENT'S NAME GEORGE H BRADNEY STREET ADDRESS . 20 N 12TH STREET CITY STATE ZIP LEMOYNE PA 17043 Tax Payments and Credits: 1. Tax Due(Page 2,Line 19) (1) 39,618.94 2. Credits/Payments A.Prior Payments 38,500.00 B.Discount 1,985.40 (See instructions.) Total Credits(A+B) (2) 40,485.40 3. Interest (3) 4. If Line 2 is greater than Line 1 +Line 3,enter the difference. This is the OVERPAYMENT. Fill in oval on Page 2,Line 20 to request a refund. (4) 866.46 5. If Line 1+Line 3 is greater than Line 2,enter the difference.This is the TAX DUE. (5) Make check payable to: REGISTER OF WILLS,AGENT. PLEASE ANSWER THE FOLLOWING QUESTIONS BY PLACING AN "X" IN THE APPROPRIATE BLOCKS 1. Did decedent make a transfer and: Yes No a. retain the use or income of the property transferred.......................................................................................... ❑ b. retain the right to designate who shall use the property transferred or its income ............................................ 0 ❑ c. retain a reversionary interest ..........................................................................................................I.....................E ❑ d. receive the promise for life of either payments,benefits or care?...................................................................... ❑ 2. If death occurred after Dec.12,1982,did decedent transfer property within one year of death without receiving adequate consideration?.............................................................................................................. .❑ 3. Did decedent own an"in trust for"or payable-upon-death bank account or security at his or her death?.............. ❑ 4. Did decedent own an individual retirement account,annuity or other non-probate property,which contains a.beneficiary designation? ........................................................................................................................ ❑ 'IF THE ANSWER TO ANY OF THE ABOVE QUESTIONS IS YES,YOU MUST COMPLETE SCHEDULE G AND FILE.IT AS PART OF THE RETURN. For dates of death on or after July 1, 1994,and before Jan.1,1995,the tax rate imposed on the net value of transfers to or for the use of the surviving spouse is 3 percent[72 P.S.§9116(a)(1.1)(i)]. For dates of death on or after Jan. 1, 1995, the tax rate imposed on the net value of transfers to or for the use of the surviving spouse-is 0 percent [72 P.S.§9116(a)(1.1)(ii)].The statute does not exempt a-transfer to a surviving spouse from tax,and the statutory requirements for disclosure of assets and filing a tax return are still applicable even if the surviving spouse is the only beneficiary. For dates of death on or after July l,'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 step-parent 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-15o3 EX+(8-12) . ienntytvania SCHEDULE EPARTMENTOFREVENUE p �p�q INHERITANCE TAX RETURN STOCKS &.BONDS. RESIDENT DECEDENT ' ESTATE OF FILE ZGE; G01=RGE H BRAQN�e . - 21-14-0664 All property jointly owned with right of s0vivorship must be disclosed on Schedule F. ITEM VALUE AT DATE NUMBER DESCRIPTION OF DEATH • 1' 'EDWARD JONES$51-13469-1-1 57,517.26 r E i +.':AcsaK:. .wsiwrcx+em:/F%-as.%S�+AY'-v...-xazC.cs�a'w'.:cF:':c..sn::c:n:•:�:u^R;:.J,'c'.v:...�x:A.:,�:s:,'s:..r.:v.G::[L�.afA..s�.:,:tzCA...a'x.sn.', T•x3'4z.c.-.^ilc.. L'�5ik�II1iXw'l�v.�Y.-X�ij�` -x�a _ 4as':.�.zr.:�v�r_•car..-.,,ear,zxx.--'-.us:e,w�=%n.cr...sr.%.-•.a.c.:.:..a�.�>x,;.x.r.:ra,.:'++ar.,•e.•.u,,•s::.0woe...c�.z.•u-.,s.Aer,:.:�_s',cv'.�ncnrar.%�rae:wx�.s::n+w%� � � --! 7^ .��'.�is}�`-�!% r . an,.,„.,•-'•—,Xx� �.rsac,Mw.+nary.:.cr.:oc'as¢a'r.�u'.:.ac�.r�uxa:;r..v:•r."r::e::A..::c::.ak:�a.•m;s:e-rsx,Ar..::mr.:;r.:n:,.ru..•x.�.x•x.mra:.�.n�.-._ -.z+,xcncascs...Aa {{ �p��.��.'� x�'r,.•'� i i t�.a^:.-�:n�r�':amsr,�^ac--•acx::.sx;.r�.xroc.r��•c�t-�r.:':,�::�%:m;�'�%,:�.�.;.._..:��:...,....:aW..az>��- ���ri$ca`ls'3.; , ���..��^^��-r.:n_�...�.--.�.: r�-e.xr..�^a_.--ac'";•v.�.,r;e:a.�::ret:�.^.:ca.,:...c-.=.x-::,cz-n.'^u-sa_-txo'sm.rr..:.^^�.z+s;:sr'cxe,.�..----r..zra •a' t�x"t�`.I�ss�''•. ..'�.....�"^�.� .^-f".�'L'w2tff. .-CG':Q'.:.'•: '«•�C."�CL61 :MY!`::at:.'Yk::rtL:..C.�:...LSSG"x..`"tlYI f:M.Y:mw„'.'.G..::R.:.LS'x"':.'T.':.+-.."..^..::."^ "^ .."......•...,r ._ ry^'h ICf�i'-i'C':C'vX • tt � � Q�%uy' k-'G2`C.'_':«fiC'.T�:G'Ci:�.._M':i:::'�.."._-T.^.'!•..^sY^:%�''�"T:�T!:.^.2^,'.T'.':`.=r::»S9.trY:'v!."..,=T:::TJ..C.�^P!..^.n^,Cx+:.:"fR^.`-Y.t,�-»�"""^'._..fes.:........-......_w.-^«. 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Mhsw w.Y a.--£SxaRS:'o� 2 am xrlK.�j�y,,{�rr}..��'rl vetvtnak%n RY,i� � 7 ' E;,F,,;;:,--��,.� ��c�A+w..a•'ewarraw-+ertv:nxuern'^ �r..naznnerr..nw..c.:+:rsn.m.+a xw+eaa'wr.:t:v:u ri ..nkuv++rss:¢vos'tr...er�%.�nwroY + �� t!rl . E Y _t:^-'.^.'S'G-.."Y" i�iherret'x1RAtNnoY.`snerusttr,•iIKY.:nftr_fRmC.C.G'%xe.'.Mt%..w�y.A1tW.^.ns.`x✓x:II::�x�.N_1:a t-.a.«t-tvw wv.ar. ,. ac'cJrinwenr..r.�.EeaC%tm+ni 'iiYf�kili+"tSin�f9..l�i.+3�k. itt.�'�.� . �.�Xx�..rE%�%.,�.�.r�_:,r,%•A,..,EE%.a,t�a..-:A,..,x'..t..b�,.,re,�,..�a.::e...,�,',.a•.r....�w�-,-r_.,�-..,,..^:t.:.,a:�,,:=,.a�.>:....a��-�,.ae��, 34� �"at[;�.'=�*i „fir i„��r.,a.,.X„�...�;_•.,::.�e�t.:x..>~::,r..q�.':�%��,;<-�.,�.,,�...A,E,�E�,::-�Es�•��,Es%,<:,.��t�:�::,�t��t_;->n-- ����'�.'+��i3 ��`�rsx'6�� . MIN r t E G:7ik9SK i pS ti .:,,•:r.�:x'���czmsacea.>crr'�+�.^--.-+:r^'r.'::»;:.:-.+n._•^.:^ 1:.'.ra:.-.:n:-.^.•^r.”x:^r✓�sr..^tr:t-rt<�s�r_'aav.!>=r�*.rrssza.�^::.zs�r:-,-� i '�.'"&�.�:�F �.K�.'�-`-:�5�(! i �• �a ' }..C.'le::S. .'G"""am. �«�:«.C�::'^_..kXIC'.�•.Y'�",a^.�,^P:'D«.'^'..�.'S1Y.^.:R'P":.'S""...T�«:"'.'.:.-.`,4-'C«S:"..::;.0»ro QX:.Si.�c.Vv'�i:.'s'�i.'..«�'^_.'1T.1'..^..�....�.'?. - .:Ef _.�.�i..j3it�%S�N"1Rt7J� .......... t"....�-...,..««.5�..�...�'G::�:'CY.&`e.:t.:'�,.�"^:q'S.`.^.t^1.`..^^r_.^.'W`.r..,.:•T..^-.-.,.�,.r-:Y�.T,"'Sept'."i'..^.^•_�,^C.^.`T..':.C'4�-'^«SY'CT.^.>=t•'tx2.G"�tl=-"^tttRt�T'f.«...:...AVC' 'k3W A�F.i'aa. � kYFk'•4 TOTAti(Also enter on Line 2, Recapitulation) $ .57,517.26 If more space is needed,insert additional sheets of the same size REV-1510 EX+(08-09) * pennsylvania SCHEDULE- OEPARTMENTOFREVENUE INTER-VIVOS TRANSFERS AND INHERITANCE TAX RETURN MISC.. NON-PROBATE PROPIERW RESIDENT DECEDENT ESTATE OF FILE NUMBER GEORGE H BRAD/t z Y 21-14-0664 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 INQUDE THE NAME OF THE TRANSFEREE,THEIR REIATIONSWP TO Dt:CIDSir AND NUMBER THE PATE OF TRANSFER ATTACH A COPY OF THE DEED FOR REAS ESTATE. VALUE OF ASSET INTEREST IF APPLICABLE) . VALUE 1, . CITIZENS BANK CIRCLE GOLD CHECKING 26899.401 1001 26,899.40 „c_._„_........._•.__.,_....x.,.as. `x•.._.,,x.. .a..:..::.:�-•.zux r..-c:r_.,x.a. .,......._.............,;x��,�,.,�,,.+.,� .' ,.: __.._.._.:..•I � ...........,_.::::a: +,mow.:.,»,.-,c,,.,: SANTANDER CHECKING 231372691 i. t t 2. 40,585.10 100 40,585.10 3 EDWARD JONES 851 08315 1 7 683,152.02 y1003 - f; 683,152.02 74= „�-�:•��czu^...,-..:�._crxx:�axr..r_r-;nzra:r,��:u:.x:;»:.�:-.�;:-�sr.�:;��-x:..:w-. a.,:z.^>:�t,;"a?�'�^u;��ix"e� ..r..�er,:a� k:a,..:.....;....:.•Y;x.:-c...� w':�”-'°c"a�T,:�'o,•�'� . EDWARD JONES IRA 851-92991-1.1-2 I s H 37,609.17 100 t 37,609.17 , •�.--a:r..zt^s-.u.-c:..T��a...t�•:.;..cMr.,.. r^...;.:cx:M w..rw.:cs�rt::x;::•�:��::-*w:z-r.:.�•��:'L s; � csa.x�� .... ••� -r:.m�. TWEEDY BROWNE FUND 119124 5, ; 55,286.38 100" 55,286.38 9 e f � I _. .c�araa�.:rrcW c .rc.'.-:c^^_...,ca`�z:.�cea wa:.:;..s;:.:•rs,orcxc�...�cicS,�.�.x:::r_x_a .'v"°a°"`n,.:'.as'::',�,`.�.�•.�'evT� ==-"""'S ... ��.''_,,'�.�',.:� rM ._..._ �^::�•--�.._r�-�`.�.:.+cx:^nraL2.....--r::.�.:.a^..'w':��'�:;:'�:s�...G:x scar _'�•�, :.•.�•,•_.�'.s:.:..,;..f. ��T •-�a•^_..a:,c�: � .. �.un.✓.m.'.:i� .:: '.; �...,z..,•--: ::>ca::'=�-�•am....--••s:.•o...Y.».: :.:.::.x.c_.:.«s�m., r:..r:-:,•... ..:1 tir' ,„: __..-... c,,,ri - ..cxtw.: -J „ __ ,.....,,...o _.:srs,r.:c,,© .,.:.,...-.....:r__r:c,:xx.csrra:ras•—,.,:dark"°" n _, ::rxt �aseazcs-..:xsw:z--.»r' .a .w,«.<+csT'.:y i, ._an:��•-._.:�-,,:,.-��.-�..:.:�^_a�'�c+-�,r.� sx:,.�c..�r:;w::::r.:..a.-::;.c=s::'.:,:,^:.a..�:aVax�.Cw�. .'::,.�.. .:nm.•-� w-:.._.x�.,=zm,— -�s�"+-_-��`.`.� .c��azz.;z.:zz:.-_4a.:,re�i.,.•r....--er:c�.••r^' .n.o.. _..�z.-ux+x^M� �V�....,._ =10o�A�s"s'"ws'� I . .�cas�s�—w^�•:z.xc;�asc.7a.Baa:.�e;c+c-.x:.xx.^aorrr-.-.ccrc+.�,a•w,c:.:rw-�ttx a.:,i+�• -:,-..•-^r..�xzit' -^-"`-x •r••".,++c"r�f'�r`�34F� I�. t ' gg ......-_._._...._...�_._.....�.-... ......,•.._.,... ._..-........,_........_..._..,...�.........,........._.•.-.-_....-d s,an:war+ar_atkiWta,'ienw _.-.,-.....,.__..J �'.T.".._.�....,_.._,�:.�� rs+e.�w�r•sa�auc _.._.�»..»....5 �ro. wai:is�•`�•'^agdp. __ srs.�:�rt�vx,��ra�.eraa�sre TOTAL(Also enter on Line 7,Recapitulation) $ 843,532.07 If more space is needed,use additional sheets of paper of the same size. REV-1511 EX+(08-13) pennsytvania SCHEDULE H DEPARTMENT OF REVENUE FUNERAL EXPENSES AND INHERITANCE TAX RETURN ADMINISTRATIVE COSTS RESIDENT DECEDENT •7 ESTATE OF FILE NUMBER GEORGE H BRADNEY 21-1470.664 Decedent's debts must be reported on Schedule I. ITEM NUMBER DESCRIPTION AMOUNT A. FUNERAL EXPENSES_; 1. t�rar�erawz�x-sa�rrcrz�:. NEILL FUNERAL HOME -4,317.55; 2. FUNERAL MEAL IL 680.13 r` 3. SOLOISTS AND KEYBOARDISTS 225.0011 , El E B. ADMINISTRATIVE COSTS: 1. Personal Representative Commissions: Name(s)of Personal Representative(s) Street Address •City State ZIP Year(s)Commission Paid: sI 2. Attorney Fees:. :. 3. Family Exemption: (If decedent's address is not the-same as claimant's,attach explanation.) 4 Claimant Street Address City State ZIP Relationship of Claimant to`Decedent . . xxc!reu�nrasa�•r�.a:,._wa�ncrs.a 4. Probate Fees: 227.00 .5• Accountant Fees: 1,500.00 6. Tax Return Preparer Fees: 350.00 Z• ESTATE ADVERITSEMENT CARLISLESENTINEL ANDCUMBERLANDCOUNTY LAW JOURNAL 143.04 ��8. IED RD JONES TOD REPORT 150.00 ��9- EXECUTOR EXPENSE REIMBURSEMENT _ u ~� 5;888.12 p TOTAL(Also enter on Line 9, Recapitulation) $ 13,480.84 {( If more space is needed,use additional sheets of paper of the same size. REV-1512 EX+(12-I2) a pennsytvania SCHEDULE I DEPARTMENT OF REVENUE DEBTS OFF gDriECED tE�NT,e�C�4p� INHERITANCE TAX RETURN MORTGAGE G/'9GE LIABILITIES &LIENIS RESIDENT DECEDENT ESTATE OF FILE NUMBER GEORGE H BRAPNE.L 21-14-0664 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 srr�eM Pl- r171: ,tea .-�lM 4.1 1 'GOLDEN LIVING CENTER ; 352.80 ww46 14 ;Y'!' r 3. IHOLY SPIRIT HOSPITAL$350.69 #639,;$359.18 #642 $450.00-#637;$187.22 1347 09 4.� ;QUANTUM INAGING ASSOCIATES 25 00 5.1 PHYSICIANS OF REHAB 7.87 f 8� ;PINNACLE HEALTH$18.87 4644;$12.76; 31.63 i 7 WEST DIAGNOSTICS �•_���: ._�,__.«.«...�_.«�.:« �-,-�- --�--�-- ..--�.. � 7.35 nP 8. SE HOME HEALTH CARE 143.75 9 'PREMIER VEIN SPECIALISTS _ 61 49 10. -.INTERNISTS OF CENTRAL PA ~-11. RUSS IUTZ-CAREGIAVER 5 000 00 I 12. ;EAST PENNSBORO AMBULANCE SERVICE 124.40 Mal �ax' r "�::cc-.�..,^-�..»-.�.,.. ...«...,.,.»«.....,_.�.w... ..........:......�:r�:v.:c:•,r_«,��tir�:�:,:.:�._-:�.....^^^+.^:�:r,s,.,.,:..�.�..^�^—_. xc^�ex sem+...T�ffii* '�"C'" :.#5z«�-s f¢ -x< i k 3 f, ;tea„ t..._.__««..�,.- .�—m;��,��,.�-«,�..-. :-�-� _.._....R.,...�..::•a���;�• ,,m.,..««...,..�..«_.. _...._.,.,«..._._...,.«..«, _w _.., ww x 1 � u wm..rm„ ^rx ^tea 3...._. ...,. ki..,............,....._....,,, ...._,,................._,.._.... ,.....,..,._..,._.-«...,.,...,...«._....._ ...__ '._._...,...... .,.. ......__..,_.,.«-..,... .._,. .......«.... ...-..:,,......w. ....,_..._...,..,� FSS.i."F5'XRKK'�F'F,.h'.:�o�'s^.;Stel�i".xi ,, f�'. TOTAL(Also enter on Line 10, Recapitulation) $L« 7,169 79 If more space is needed,insert additional sheets of the same size. REV-1513 EX+(01-10) r pennsylvania SCHEDULE 3 t DEPARTMENT OF REVENUE ' INHERITANCE TAX RETURN BENEFICIARIES RESIDENT DECEDENT ESTATE OF: FILE NUMBER; GEORGE H. BRADN '•f 21-14-0664 RELATIONSHIP TO DECEDENT AMOUNT OR SHARE NUMBER NAME AND ADDRESS OF PERSON(S)RECEIVING PROPERTY Do Not List Trustee(s) OF ESTATE I TAXABLE DISTRIBUTIONS[Include outright spousal distributions and transfers under Sec.9116(a)(1.2).] I. ;JAMES C BRANDNEY ISOiV 100% l 1 € ; # t { � r •a^:xFx,•�xst:awu+s*xA.r. :soy-..»:: �, E e t i x € :«,,........,,„........,«,.....__„«....»........,......«.............� «.3.,..."<'ECS:(:Fk_?;S:'ix"'E++..'MAdt7".i:rFFe- ;i:..'.•�iM , ....,..,«......««_...,,.,".,.».,......,...«,.,..,...,,.....,.w.««,....-,.....,«_„,...,«,...,.».,.a,.......„......,..«,.,.».,.,.,«,.,...«..........,....,,..� 1_..-,.........,..«._.,,.M.-......»,.....«.,......:........,,,�' *K�; Mi�iY"ASd_ r_R95:'F' .:5"w M..w�.«�.0 [.. - -»«.,,.._.............. .»....,... ...«..,.,«,.. ..,......,.,....._, .,.,.,,.....,-.... .,_»..« ,......._,.......Y ..,._......«..,..-,....,..«...�.,_.«.,_.....�«..,..,.....,' 9.E@7t•rdt.r.Sa:Q6'6:Y�`°"£kt �':'�". k».� i s 4 ' l.«.—.«.,.s i._..,.._..,.,_.«.._.,«..,.,.....,.._....,,..+„,..�...,......,...,.,,.»...................,::.. .,..,._..,...,......,.«., .,-..»...«,..»... ,«.,.,........,.M.,..,,..i €,...,.,.............,....,.,_..„.,..,.,......,..,.....,,._._....,,_._,' 1P�RYf'".:�':'€�»'i, 6:£'�fi«i" .Y_'vt,..k?7k.:�;.a�' r.,...,....,,., >,....,,....,..«.........,....,....,,....«...,«_.,_..«.-..._.,......,.«.,.«.......,,.„.......................... ....,.».M........_..,.,,..,...,,.«..._...._„ #.«..»«.......,..,,..........,._.N..e.,,...,..»,.,.... �.�'<1HY"'•,':�, �Y.'"1.."�Y :,ScH "'%CSL” .-.«.,_..,.1 .....-.,, ...,._._....,�,..... ._.€ i � t ;_..«._«.. 3....,..._,.....-.....,.._._.,_.,...._,_....,..,................««..,«�....»... ........._..« ...,........,..,.«_««..... ..... ..w,«.,.....,.....J �...._....,.m.._....,.,.,...,»..,.,,«,,.».....»_,.,......,_..,! �:' €samx. xataEx.�ravaxx;,..s�� ENTER DOLLAR AMOUNTS FOR DISTRIBUTIONS SHOWN ABOVE ON LINES 15 THROUGH 16 OF REV-1500 COVER SHEET,AS APPROPRIATE, II NONTAXABLE DISTRIBUTIONS A. SPOUSAL DISTRIBUTIONS UNDER SECTION 9113 FOR WHICH AN ELECTION TO TAX IS NOT TAKEN: 1. f } �.:..,,�.,,.. � ._:,..«._.�,.._.___s�::.��.:w,-.�»,^�...w .�,.�.:a_- ,:��,:.:,.:s»»:::::rw.':.:.:.m,;:w..,_,�:.;...._._..«.._.,...__.. .._.:,c�,::.��.,,:�-z^-••-�,„,.....�:.:.�:,�.:s..� mac.,- :��s:e�:,�rerm«�s» -ai€ L-- {—__`',..,—. ...-�r� ^r„-- ..--:cr'......:....'^' ,w,�:,aw«csc;:;;a:.:.,...R;. c... .. m.xr :;c.,w:_,«�cw—c;....:..�.,a .,,c:..'-,-.^«......�::w w-- :.: .'ec':..ezaui":�;r:�tz*•�a :"sr _" L..—j L.,. ,.....-...........................:.....,.,.,.-.,.....,.............,«.....,,..-......«.-......._....,..«...........,....,.._......._.._,«..,.......................,.W.,_.,....«.,.,...d_.,»....._............,........:._..,.....,F ...:4IIs8T.:�?iF.c+M ,5Yfi 5:::.rHX:Yrt:iix B. CHARITABLE AND GOVERNMENTAL DISTRIBUTIONS: f R ..-....._, ,..,..._.• ,._-.........•.....,..«,...._....,. ...«..........._,..., _..._.-.............. .......... .._.. ..""!R.'�it%iES'f7�"Y»:E"T&-aSAK'"..�.'r} d i t. ...�««_.._,..,,..,...«..«.....,_....,..W....-...-...,.......,....._._,._.....-.............................«......... .....«..,. ..... «.««._..,_........, ..� .....:b�R55ffi a.Ti'STC:�'ZipikRYi:AiF'A%,�,:'t._.� I 5 t`. TOTAL OF PART II—ENTER TOTAL NON-TAXABLE DISTRIBUTIONS ON LINE 13 OF REV-1500 COVER SHEET. $ , If more space is needed,use additional sheets of paper of the same size. . COMMONWEALTH OF PENNSYLVANIA SHORT CERTIFICATE COUNTY OF CUMBERLAND I, LISA Ci4. GRAYSON, ESQ. Register. for the Probate of Wills and Granting Letters of Administration in anc for CUMBERLAND County, do hereby certify that on the 21st day of July, Two Thousand and Fourteen Letters TESTAMENTARY in common form were granted by the Register of said County, on the estate of GEORGE H BRADNEY -1 a t e of EAST PENNSBORO TOWNSHIP lFirst,Middle,Lest) in said county, deceased, to JAMES C BRADNEY (First Middle,Lesil and that same has not since been revoked. IN TESTIMONY WHEREOF, I have hereunto set my hand and affixed the seal of said office 'a t CARLISLE, PENNSYLVANIA, this 21st day of July T.w,o .Thousand. and Fourteen:. File No. 2014- 00664 PA File No. 21- 14- 06d4 Date of Death 711212014 S.S. #• eglster / s Peput NOT VALID WITHOUT ORIGINAL SIGNATURE AND -IMPRESSED SEAL V IOZIL11 I Z=�mdWZ£ZOL=P!WSfl ua=aolagoo=q ntL/—/atuotl/aainaos/tuo3- loolgatl•Axoadsoz//:sdutl SN: 185-204048- GEORGE. H 0-4048GEORGE. N 4 TOTAL AMOUNT PAID: $38,50.0.00 F INITIALS: HMW RECEIVE.. BY: LISA M. GRAYSON., ESQ. REGISTER OF WILLS • a TAXPAYER t i I30 QBud Last Will . of GEORGE H. BRADNEY I, GEORGE H. BRADNEY, the.Testator, a resident of Cumberland County, Pennsylvania, declare that this is my Last Will. I hereby revoke all my previous wills and codicils. Article One Introductory Provisions Section 1. Marital Status I am not currently married. Section 2. Children . All references to "my children", subject to the exclusion of any child under subsequent provisions of this Section 2, are to all of the children so identified in this Section 2, but only to those children.and any children bona to or adopted by me subsequent to the execu'don of this, my Last Will. a. The names-and birth dates of my children are; a e Birthate JAMES CHARLES BRADNEY April 18, 1952 Article Two Appointment of My Personal Representatives Section 1. Nomination of My Personal Representatives I appoint the following to be my Personal Representative(s) in the order of priority in which their names appear: JAMES CHARLES BRADNEY;THEN DOLORES TRESSIDER If, for any reason, the Personal Representative(s) named above are unable or unwilling to serve, the next successor Personal Representative(s) shall serve in the order of priority listed until the list has been exhausted. Unless otherwise specified, if Co-Personal Representatives are serving, 'the next named successor Personal Representative shall serve.only after all of the Co-Personal Z: Representatives cease to act as Personal Representatives. Section 2. Waiver of Bond No bond or undertaking shall be required of any Personal Representative nominated in this Last Will. Section 3. General Powers My Personal Representative shall have full authority to administer my estate under the laws of the Commonwealth of Pennsylvania relating to the powers of.fiduciaries. My Personal Representative shall have the power to administer my estate under the Pennsylvania Probate, Estates and Fiduciaries Code. Article Three Disposition of My Property Section 1. Estate Planning Letter or Memorandum To the extent permitted by state law and not necessary to fully utilize my Unused Applicable Credit Equivalent,my Personal Representative shall distribute such of my personal or household items to such persons as I may direct by a written instrument signed by me and delivered to my Personal Representative. Section 2. Distribution to My Revocable Living Trust I give all the rest, residue and remainder of my property of whatever nature and kind and wherever located to the then acting Trustee(s) of my. revocable living trust of which I am a Trustor known as the: GEORGE H.BRADNEY LIVING TRUST, dated July 18, 1994, and any amendments thereto. I executed said revocable living bust prior to the execution of this Last Will. Section 3. Alternate Disposition If my revocable living trust is not in effect for any.reason, I give all of my property to my Personal Representative under this will as Trustee who shall hold, administer and distribute my property as a testamentary trust the provisions of which are identical to those of my revocable living trust on the date of execution of this Last Will,or as thereafter amended. Article Four Death Taxes Section 1. Definition of Death Taxes The term "death taxes," as used in this will, shall mean all inheritance, estate, succession, and other similar taxes that are payable by any person on account of that person's interest in the estate of the decedent or by reason of the decedents death, including penalties and interest, but excluding the following: a. Any additional-to the federal estate tax for any "excess retirement accumulation" under Internal Revenue Code Section 4980A. b. Any additional tax that may be assessed under Internal Revenue Code Section 2032A or 2057; and C. Any-federal or state tax imposed on a Generation Skipping Transfer, as that term is defined in'the federal.tax laws, unless the applicable tax statutes provide that the Generation Skipping Transfer Tax is payable directly out of the assets of my gross estate. Section 2. Payment of Death Taxes Pursuant to the terms of my revocable living trust, all death taxes whether or not attributable to property inventoried in my probate estate shall be paid by the Trustee from my Trust. However, if my Trust does not exist at the time of my death or if the assets of my Trust are insufficient to pay the death taxes in full,I direct my Personal Representative to pay any death taxes that cannot be paid by my Trustee from the assets of my probate estate by equitably prorating and apportioning those taxes among the beneficiaries of this will. Unless specifically provided otherwise in my Trust, all death taxes incurred by reason of assets being transf6rred outside of my Trust or probate estate shall be assessed against those-persons receiving such property. Article rive General Provisions Section 1. No Contest_Clause If any person or entity singularly or in conjunction with any other person or entity, directly or indirectly, contests in,any court the validity of this Last Will including any codicils thereto, then the right of that person or entity to take any interest in my estate shall cease and the demise of that person(and his or her descendants)or entity shall be deemed to have occurred prior to mine. Section 2. Captions The captions of Articles, Sections and Paragraphs used in this Last Will are for convenience of reference only and shall have no significance-in the.construction or interpretation of this Last Will. Section 3. Severability Should any of the provisions of this Last Will be for any reason declared invalid, such invalidity shall not affect any of the other provisions of this will and all invalid provisions shall be wholly disregarded in interpreting this Last Will. Section 4. Governing Law This Last Will shall be construed, regulated and governed by and in accordance with the laws of the Commonwealth of Pennsylvania. I signed this,my Last Will, on MAY 2 3 2002 GEORGE H. Y .A.TTESTATION CLAUSE On this MAY 23 2002 GEORGE H. BRADNEY, Testator, 'personally. Published and Declared the foregoing instrument, as and for his Last Will and Testament, in the presence of each of us and all of us together, who, at his request, in his presence, and in the presence of each other, also signed the said instrument as witnesses. We further state that each of us believes that at the time he executed the foregoing instrument he was of sound hind and memory, of lawful age,.and did so execute it'as his own free act and:deed and not under the constraint or undue influence of any person. Witness Street Address / ity, State,Zip. Witness Street Address �--- City,State Zip COMMONWEALTH OF PENNSYLVANIA COUNTY OF DAUPHIN We, GEORGE H. BRADNEY, I,s&;3 At C Ih ot n Ole and the Testator and the witnesses, respectively,whose names are signed to the attached or foregoing instrument,being duly first sworn, do hereby declare to the undersigned authority that we were present and saw the Testator sign and execute the foregoing instrument as his Last Will;that the Testator signed it willingly, or directed another to sign it for the Testator,that it was executed as his free and voluntary act for the purposes therein expressed;that each subscribing witness in the presence and hearing of the Testator signed the Last Will as a witness; and that,to the best of our knowledge the Testator was at the time of sound mind and memory, of lawful age, and under no constraint or undue influence. GEGEFVBRADNEY , Witness Witness SUBSCRIBED, SWORN TO and ACKNOWLEDGED before me, a notary public,by GEORGE H.BRADNEY,the Testator, and f 91 (2LL-/9L)6 and the witnesses, on this MAY Z 3'2002 NoLry—Public (SEAL) • 1-1rici'a L R-Atsm-w1f. P, iiflri '-'FyeP- GEORGE H. BRADNEY LIVING TRUST Table of Contents Article One Creation of Amendment and Restatement............................................... 1-1 Article Two The Trust Estate....................................................................................... 2-1 Article Three Appointment of Trustees..................i.-....................................................3-1 Article Four Tiustor's Lifetime Rights. ......................... ...............................4-1 Article Five Administration,at Death of the Trustor................................................... 5-1 Article Six Specific Distributions of Trust Property................................................. 6-1 Article Seven Common Pot Trust.................................................................................. 7-1 Article Eight Division and Distribution of Trust Property............................................8-1 Article Nine Distribution If No Designated Beneficiaries............................................9-1 Article Ten Trustee Administration.......................................................................... 10-1 Article Eleven Trustee Powers................................ ...................................................... 11-1 Article Twelve General Provisions............... ..................... ........................................... 12-1 . Third Amendment and Restatement of the GEORGE H. BRADNEY LIVING TRUST Article One Creation of Amendment and Restatement Section 1. Parties to My Trust Amendment and Restatement This Third Amendment and Restatement, dated MAY 2 3 2002 , of my Living Trust is made between GEORGE H.BRADNEY, the Trustor, and the following Initial Trustees: GEORGE H.BRADNEY i Section 2. Trust Recitals Trustor and Trustee(s) entered into a Trust Agreement dated July 18, 1994 ("Trust Agreement"). Under Article Four of that Trust Agreement, Trustor reserved the right to amend or revoke the Trust Agreement in whole or in part. By this Amendment and Restatement, I desire to amend and restate the entire existing Trust Agreement and Trustee(s) agree to accept the changes set forth in this Amendment and Restatement. Section 3. Name of My Trust My Trust may be referred to as the: GEORGE H.BRADNEY LIVING TRUST,dated July 18, 1994. The formal name of my.Trust and the designation to be used for the transfer.of title to the name of my Trust is: GEORGE H. BRADNEY, Trustee, or.his successors in trust, under the GEORGE H. BRADNEY LIVING TRUST, dated July 18, 1994, and any amendments thereto. 1'-1 Section 4. Revocable Living Trust My Trust is a revocable trust except as specifically provided otherwise. Section 5. Trustor as Trustee Unless otherwise provided in my Trust Agreement, when I am serving as Trustee under my Trust, I may conduct business and act on behalf of my Trust without the consent of any other Trustee. Section 6. My Family Unless specifically provided otherwise in subsequent provisions of my Trust Agreement, .all references to "my children", subject to the exclusion of any child under any subsequent provision of this Section 6, are to all of the children so identified in this Section 6, but only to those children and any children born to or adopted by me subsequent to the execution of my Trust Agreement. a. Marital Status I am presently unmarried. I b. My Children The names and birth dates of my children are as follows: Name Birth Date JAMES CHARLES BRADNEY April 18, 1952 1-2 L, Article Two. The Trust Estate Section 1. Initial Transfer of Property I hereby assign, convey, transfer and deliver to my Trustee all property set forth on Schedule "A", attached hereto-, and made part of my Trust Estate. My Trustee acknowledges receipt of all assets listed on the attached Schedule. All assets titled in the name of my Trust or in the name of my Trustee,but not listed on Schedule "A", shall be considered a part of my Trust Estate as if they had been set forth on the attached Schedule. Section 2. Additional Transfers to Trust I, or any other person or entity, may transfer or devise to my Trustee additional assets, real or personal, and may name my Trustee as the beneficiary of life insurance policies, annuities, retirement plans or similar contracts. Such assets, policies and proceeds, upon acceptance by my Trustee, shall be a part of my Trust Estate, subject to all the terms of my Trust Agreement. Section 3. Character of Trust Assets All property transferred by me into my Trust shall retain its character. All such property transferred, and income thereon less withdrawals thereof, shall be my Trust Estate. Section 4. Acceptance of Trust Property All property transferred to my Trust, and accepted by my Trustee, shall be held, administered and distributed according to the terms of my Trust Agreement. 2-1 Article Three Appointment of Trustees Section 1. Definition of Trustee All uses of the word "Trustee" in my Trust Agreement shall,be deemed.a reference to the person or entity then serving.as Trustee and shall include alternate or Successor Trustees or Co-Trustees (if multiple trustees are serving), unless the context requires otherwise. Section 2. Resignation of a Trustee Any Trustee may resign at any time without court approval by giving written notice to me if I am living and competent. If I am not then living and competent, written notice shall be given to my next Successor Trustee; or if there is no next Successor Trustee, to the beneficiaries then entitled to receive income. or principal distributions under my Trust Agreement or their respective Personal Representatives, or if any of such beneficiaries then be a.minor, to the persons having i the care or custody of any such minor. Such resignation shall be effective upon the appointment of a Successor Trustee. Section 3. Removal of a Trustee Any Trustee may be removed under my Trust Agreement as follows: a. While I Am Alive and Competent While I am alive and competent, I may add a Trustee, or remove or replace any other Trustee appointed under my Trust Agreement at any time without cause. b. Removal by Others :Upon my death or incapacity, any Trustee may be removed at any time for cause by a majority vote of the beneficiaries then entitled to receive income or principal distributions under my Trust Agreement, or their Personal Representatives. 3-1 C. Notice to Removed Trustee Written notice of removal under my Trust Agreement shall be effective immediately when signed by the person or persons authorized to'make the removal and delivered to my Trustee personally or three business days after mailing by certified mail, return receipt requested. The written notice removing a Trustee shall identify the Successor Trustee appointed pursuant to the other provisions of this Article. d. Transfer of Trust Property The Trustee so removed shall promptly txansfer and deliver to the' Successor Trustee all property of my Trust under the removed Trustee's possession and control. Section 4. Designated Successor Trustees Subject to the provisions of Section 3 of this Article, whenever a Trustee is removed, dies, resigns, becomes incapacitated, or is otherwise unable or unwilling to serve, the vacant Trustee position shall be filled as follows: a. Vacancy in Position of Trustee While I Am Alive and Competent I may serve as the only Trustee or I may•naine any number of Trustees to serve with me. If any of these other Trustees subsequently fails or ceases to serve as a Trustee for any reason, I may or may not appoint another to fill the vacancy. b. Incapacity Trustees of GEORGE H.BRADNEY If GEORGE H.BRADNEY becomes incapacitated while serving as an Initial Trustee, he shall be replaced by the following Incapacity Trustee(s) to serve in the priority listed until the list has. been exhausted. Unless otherwise specified, if Co- Incapacity Trustees are serving, the next following named Successor Incapacity Trustee(s) shall serve only after all of the Co-Incapacity Trustees initially fail or thereafter cease to act as Trustees: JAMES CHARLES BRADNEY;THEN DOLORES TRESSIDER C.. Death Trustees of GEORGE H.BRADNEY Upon the death of GEORGE H. BRADNEY, he or his Incapacity Trustee, if either is then serving as Trustee, shall be replaced by the following Death Trustee(s) to 3-2 serve in the priority listed until the list has been exhausted. Unless otherwise specified, if Co-Death�Trustees are serving, the next following named Successor Death Trustee(s) shall serve only after all of the Co-Death Trustees initially fail or thereafter cease to act as Trustees: JAMES CHARLES BRADNEY;THEN DOLORES TRESSIDER Section 5. No Designated,Successor_Trustees If at any time there is no Trustee acting under my Trust Agreement and there is no person or institution designated and qualified as a Successor Trustee, a majority of the beneficiaries then eligible to receive distributions of income or principal under my Trust Agreement or their Personal Representatives, shall appoint a Successor Trustee. If any trust existing under my Trust Agreement lacks a Trustee and no successor is appointed pursuant to this Article, the vacancy shall be filled by a court of competent jurisdiction. Section 6. Responsibility of Successor Trustees Other than amending or revoking my Trust, or appointing or removing a Trustee, a Successor Trustee shall have the same rights, powers, duties, discretion and immunities as if named as Initial Trustee under my Trust Agreement. No Successor Trustee shall be personally liable for any act, or failure to act, of any predecessor Trustee or shall have any duty to examine the records of any predecessor Trustee. A Successor Trustee may accept the account rendered and the property delivered by, or on behalf of, a predecessor Trustee as a full and complete discharge of the duties of the predecessor Trustee without incurring any responsibility or liability for doing SO. Section 7. Co-Trustee's Responsibility for the Acts of Other Co-Trustees No Co-Trustee shall be responsible for the act, omission or default of any other Co-Trustee without actual knowledge thereof. 3-3 i Article Four Trustor's Lifetime Rights Section 1. Income and Principal A. Right to Trust Income and Principal My Trustee shall pay to. me, or apply.for my benefit during.my lifetime, all or such.part of the income and principal of my Trust Estate as I may direct. . b. Trustee Liability Upon any distribution of the income or principal of my Trust Estate authorized or directed by me, my Trustee shall incur no liability, and shall be under no obligation or responsibility for such distribution. Section 2. Trustor's Rights During Incapacity a. Incapacitated Trustor's Intent to Return Home Notwithstanding any other provision of my Trust Agreement, as a notification to any govenunental benefits provider, it is conclusively presumed that I intend to return home. b. Income and Principal Distributions During any period of my incapacity, my Trustee shall pay to my Personal Representative, or apply for my benefit, as much of the net income and principal .of my Trust Estate as my Trustee, in my Trustee's discretion, shall deem necessary or advisable. Any undistributed net income shall be added to principal. C. Tax and Government Benefits Planning Should I become incapacitated, my Trustee shall cooperate in tax and government benefits planning with my Agent appointed under a durable power of attorney; or, if none, with any Personal Representative that may be appointed by a court of competent jurisdiction, but the primary concern of my Trustee shall be for my welfare and secondarily for such planning. i 4-1 i Section 3. Right to Amend or Revoke My Trust During My Life and at Death a. Power to Revoke and Amend While I Am Living While I am alive, I may at any time or times amend any provision of my Trust Agreement or revoke my Trust in whole or in part. b. Method to Revoke or Amend During Life Any amendment or revocation of my Trust Agreement made during my life shall be by a written instrument signed by me and delivered to my Trustee. C. Power and Method to Amen.d'at Death If Code section 401(a)(9) is interpreted to allow the beneficiaries of a trust to be.a "designated beneficiary" if such trust may be so amended at death, then by a duly probated last will which exercises this power to amend, I may also amend any provisions of my Trust. Except as to any such amendment,my Trust and all other trusts created under it shall become irrevocable at my death. d. Trustee Consent i Any exercise of a power of amendment substantially affecting the duties, rights and liabilities of my Trustee shall be effective upon my Trustee only if agreed to by my Trustee in writing. e. Delivery of Property After Revocation After any revocation with respect to my Trust, my Trustee shall promptly deliver the.trust.property to me. C Trustee's Retention of Assets Upon Revocation In the. event of any revocation of all or part of my Trust, my Trustee shall be entitled to retain sufficient assets to reasonably,secure the payment of liabilities my Trustee has lawfully incurred in administering my Trust unless I indemnify my Trustee against loss or expense. '4-2 Section 4. Exercise of Trustor's Rights and Powers by Others Any right or power, other than an amendment by will, or any right or power that would constitute a general power of appointment if held by my Agent, that I may exercise under the terms of my Trust Agreement, may be exercised for and on my behalf by any Agent who, at the time of the exercise, is duly appointed and acting for me under a valid and enforceable power of attorney executed by me. Only if no such Agent is then available, a Personal Representative appointed by a court of competent jurisdiction may exercise such right or power. Other than as provided in this Section 4, my powers under my Trust Agreement are personal to me and may not be exercised by any other person or entity. Section 5. Property Held as Nominee For administrative convenience it is contemplated that certain assets may be added to my Trust Estate from time to time With the possession and control thereof retained by or redelivered to me. Notwithstanding such control or redelivery, such assets shall be assets of my Trust Estate and held by me as the nominee of my Trustee. During the period such assets are in my possession, they shall be subject to the following terms and conditions: a. I may receive directly and devote to my own use and benefit any dividends, interest,income, or proceeds or distributions from or upon such assets and neither I nor my Trustee shall have any duty of accounting to the other.or.to any other person with regard thereto. b. Any sale, exchange or other transfer of such assets by me shall constitute a withdrawal of such assets from my Trust Estate and my Trustee shall have no further interest therein or duties with regard thereto. Though not a condition precedent,to any such withdrawal, I agree to notify my Trustee of all such withdrawals. C. I shall be responsible for the reporting of'the income from such assets to the appropriate taxing-authorities and my Trustee shall have no responsibility for including such income on any fiduciary returns prepared by my Trustee or for the preparation of any other government filing with respect thereto unless I duly notify my Trustee of such income items and a full and adequate accounting thereof is made and presented to my Trustee. d. I shall protect and indenmify my Trustee against all losses, liabilities and expenses which may result directly or indirectly from my use, possession, management or control of such assets. i . 4-3. i e. Upon my death or incapacity, my Trustee shall remain entitled to the possession thereof and shall continue to have all the rights, powers and duties with respect to such assets which are granted to my Trustee herein. - My Trustee is not responsible for assets held by me as nominee. However, it is also understood that my Trustee shall use any reasonable and prudent means to secure possession of any trust assets of which my Trustee has knowledge. My Trustee shall have no duty, accountability or responsibility to me or to any other person with respect to any assets of which my Trustee has no knowledge or of which my Trustee is unable to obtain possession and-control. 1 4-4 i Article Five Administration at Death of the Trustor Section 1. Trustee's Payment of Debts and Taxes After my death,unless other provisions for payment have been made,my Trustee shall pay all or any part of the following expenses, debts, claims and taxes from my Trust Estate: a. Final medical expenses and all funeral costs, b. Legally enforceable claims against me; C. Reasonable expenses of administration of my Trust, including those. attributable to my.probate estate or those attributable to the distribution of any bequest; d. Any allowances mandated by a court of competent jurisdiction to those dependent upon me; e. Any estate, inheritance, succession, generation skipping transfer, or similar taxes payable by reason of my death; and f. Any penalties or interest on any of the above expenses, claims, debts or taxes owed by me or my probate estate. Section 2. Payment by My Trustee or Personal Representative My Trustee, in my Trustee's discretion, may make distributions authorized under this Article either directly to. the person or entities to whom payment is owed or to the Personal Representative of my probate estate. Written statements by my Personal Representative that such sums are due and payable by my estate. shall be sufficient evidence of their amount and propriety for the protection of my Trustee. My Trustee shall be under no duty to see to the application of any such payments made to my Personal Representative. Section 3. "Tax Elections If no Personal-Representative has been appointed, with regard to the payment of any income tax, gift tax, estate tax, inheritance tax, Generation Skipping Transfer Tax or any other tax due because of my death, my Trustee shall have the right to make any available elections allowed 54 i under the law or to sign and file any tax return. If a Personal Representative has been appointed, the Personal Representative shall have the foregoing rights and duties. Section 4. Payment of Death Taxes, Claims and Expenses a. Payment Out of Trust Property All death taxes, claims and expenses payable under the provisions of this Article may be paid by my Trustee out of my Trust Estate except as specifically provided for elsewhere in my Trust Agreement. Such payments may be allocated,partly or wholly, in my Trustee's discretion, to income or principal; but, to income only to the extent such allocation does not decrease any otherwise allowable federal estate tax Charitable Deduction. b. Exception for Property Passing.Outside of My Trust Notwithstanding Section 4.a of this Article, unless specifically directed otherwise by another separate provision of my Trust Agreement, all death taxes, claims and expenses attributable to assets .passing outside of my Trust or my probate estate shall be assessed against those persons receiving such property; provided, however, that under no circumstances shall any transfer to any beneficiary that qualifies for the federal estate tax Charitable Deduction cause the property transferred or such beneficiary to bear any such taxes. Section 5. Apportionment of Expenses, Claims and Taxes Notwithstanding Section 4.a of this Article, unless specifically directed otherwise by another separate provision of my Trust Agreement, all expenses, claims and taxes attributable to any specifically distributed property shall be apportioned to the share of the beneficiaries of such specific distributions. Any distribution of specific trust property under my Trust Agreement shall pass subject to all liens,mortgages or encumbrances attributable thereto. Section 6. Exception to Apportionment of Death Taxes Notwithstanding any provision in my Trust Agreement to the contrary, it is my intent, and I hereby direct, that to the extent practicable no death taxes shall be apportioned to or against any part of my estate or the trusts or shares created by any Trust Agreement, or any beneficiary thereof, which qualifies for the federal estate tax Charitable Deduction. Further, notwithstanding any above provisions, Death Taxes chargeable among trusts hereunder that are substantially identical except that one trust is Exempt and the other Trust is Non-Exempt shall be charged first to the Non-Exempt Trust until exhausted and then to the Exempt Trust. The preceding sentence 5-2 shall not apply to the extent that charging and paying such taxes as provided in such sentence increases the Inclusion Ratio of any Exempt Trust hereunder. Furthermore, should the payment of expenses, claims and taxes from any Qualified Retirement Plan or Individual Retirement Account ("IItA") assets which comprise my Trust Estate cause my Trust to be disqualified as a "Qualified Beneficiary" Trust, it is myintent, and I hereby direct, that to the extent practicable, no expenses, claims and taxes be paid from such Qualified Retirement Plan or IRA assets. 5-3 i Article Six Specific Distributions of Trust Property Section 1. Distributions Under Article Six Except for the specific distributions directed in the following Sections of this Article Six, all distributions of trust property shall be made in accordance with the Articles that follow. Section 2. Income in Respect of a Decedent ("IRD"). After my death, except as to any specifically identified IRD asset directed to be distributed to a beneficiary, my Trustee shall distribute a fraction of all items of IRD controlled by my Trust to the beneficiaries of my Trust, by fractional designation, in the same proportions as such beneficiaries share in the overall value of my Trust Estate by reason of other provisions of my Trust Agreement. If any IRD consists of benefits subject to the provisions of Code section 401(a)(9),no beneficiary who is not an individual may receive any such benefits. Section.3. Estate Planning Letter or Memorandum To the extent permitted by state law and not necessary to fully utilize a Deceased Trustor's Unused.Applicable Credit Equivalent, my Trustee shall distribute personal or household items from my Trust Estate to such persons as I may'direct by a written instrument signed by me and delivered to my Trustee. Section 4. Specific Distribution Not a Part of My Trust Estate If the property making up any specific distribution set forth in this Article is not part of my Trust Estate at the time such specific distribution is directed to be made and will not become a part.of my Trust Estate within a reasonable time,my Trustee shall disregard that specific distribution. 6-1 Article. Seven Common.Pot Trust Section 1. Creation of Common Pot Trust At my death, my Trustee shall not create a Common Pot Trust. All of my Trust Estate that has not been distributed under prior provisions of my Trust Agreement shall be held, administered, divided and distributed according to the provisions of the Articles that follow. 7-1 i i Article Eight Division and Distribution of Trust Property Section 1. Division of Trust Property Into Shares My Trustee shall divide, into separate shares, all of my Trust Estate not previously distributed under the preceding Articles of my Trust Agreement (and for purposes of determining such division and subsequent distributions shall take into account the exclusion of any descendant as may be directed in Article One) as follows: Beneficiary Name Share JAMES CHARLES BRADNEY 100% The trust shares shall be held, administered and distributed as follows: a. Distribution of Trust Share for JAMES CHARLES BRADNEY The trust share set aside for JAMES CHARLES BRADNEY shall be held, administered and distributed as follows: 1. Distributions of Net Income My Trustee shall immediately pay to,, or apply for the benefit of, such beneficiary, all net income from such beneficiary's trust share, free of trust. 2. Distributions of Principal My Trustee.shall immediately pay to, or apply for the benefit of, such beneficiary, all'principal from such beneficiary's trust share, free of trust. 3. Distribution on Death of Beneficiary- If eneficiaryIf such beneficiary should die prior to the time that a distribution is directed to be made, such beneficiary's interest in such bust share shall lapse 'and my Trustee shall distribute the balance of the trust share to such beneficiary's then living descendants,per stirpes. 81 } If such beneficiary has no then living descendants, my Trustee shall distribute such beneficiary's trust share to my then living descendants,.per stirpes.' If I have no then living descendants, my Trustee shall distribute the balance of the trust share as provided in the Articles that follow. Section 2. Distributions to Underage or Incapacitated Beneficiaries, Notwithstanding any provision to the contrary in this Article Eight and subject to Section 2 of Article Twelve, if any beneficiary otherwise entitled to receive a distribution of trust property is under the age of 25 years or is incapacitated, as defined in Article Twelve, my Trustee shall retain and administer such beneficiary's trust share for such beneficiary's benefit pursuant to the following provisions of this Article Eight: a. Incapacitated Beneficiary If such beneficiary's trust share is being held under this Section 2 due to such beneficiary's incapacity (as defined in Article Twelve) then, only during the term of such incapacity, such beneficiary's trust share shall be administered according to the Special Needs Provisions of Article Twelve. Upon the beneficiary's regaining capacity(as detennined under Article Twelve) the following provisions of this Article Eight shall apply. b. Underage Beneficiary If such beneficiary's trust share is being held under this Section 2 due to such beneficiary's being' under the age of 25, such beneficiary's trust share shall be administered as follows: -1. My Trustee's Discretion My Trustee shall pay to, or apply for the benefit of, such beneficiary, so much of the net income and principal of such beneficiary's trust share as my Trustee, in my Trustee's discretion; deems proper considering all other resources then known to be available to such beneficiary. t 82 2. Payments Made to = Beneficiary or Personal Representative My Trustee is authorized to make payments under this Section 2.b directly to the beneficiary, to * the beneficiary's Personal Representative or to any other person my Trustee may deem proper to be used for the benefit of the beneficiary. 3. Trustee's Decisions Are Final All decisions by my Trustee as to whom my Trustee. makes payments, the purposes for which payments are made and the amounts to be paid out of any trust share are within my Trustee's discretion. 4. Undistributed Net Income All undistributed net income shall be accumulated and added to the principal of the bust share. Section 3. Termination and Distribution as to Underage or Incapacitated Beneficiary Unless distributions from a trust share are withheld pursuant to Section I of Article Twelve, my Trustee shall distribute the trust share to the respective beneficiary of the share being held under Section 2 of this Article Eight on the latest to occur of(i) the date upon which such beneficiary reaches the age of 25 years, (ii) the times for distribution�provided in the preceding Sections of this Article Eight, if any, or(iii) when such beneficiary is no longer incapacitated, as determined pursuant to the provisions of Article Twelve. Section 4. Death of Incapacitated or Underage Beneficiary Subject to the provisions of preceding Sections of this Article Eight, if any beneficiary whose trust share is being held in trust under such Sections dies before the complete distribution of such beneficiary's trust share, the beneficiary's interest in such trust share shall lapse and my Trustee shall distribute such beneficiary's trust share to such beneficiary's then living descendants, per stirpes; or, if none, to such beneficiary's* siblings, per stirpes. If such beneficiary has no then living siblings, my Trustee shall distribute such b6n'eficiary's trust share to my then living descendants, per stupes. -If I have no then living descendants, my Trustee shall distribute such beneficiary's trust share as provided in the Articles that follow. 8-3 Section 5. General Power of Appointment Over Certain Assets If any separate share or trust established under this Article Eight shall terminate, or 'if a beneficiary's interest therein lapses, upon the death of the beneficiary thereof, my Trustee shall, anything herein to the contrary notwithstanding,:distribute to such appointee or appointees who are creditors of the estate of such deceased beneficiary, in such proportions and amounts as such deceased beneficiary shall direct and appoint by .such deceased beneficiary's last will and testament referring specifically to this general power of appointment, those assets composing such separate share or trust the.transfer of which pursuant to the terms hereof, other than this Section 5, and assuming the nonexercise of any special testamentary power of appoint-vent elsewhere herein conferred upon such deceased beneficiary, upon such termination would, but for such general power, cause any tax under Chapter 13 of the Code to be payable. If such deceased beneficiary shall fail in whole or in part to exercise such general power, then the assets subject to such general power with respect to which such deceased beneficiary shall have failed to exercise such general power shall be distributed as otherwise ,provided in my Trust Agreement. 8-4 i Article Nine Distribution If No Designated Beneficiaries Section 1. Remainder to Named Beneficiaries If at any time there is no beneficiary entitled to receive all or any part of my Trust Estate under the preceding Articles,then my remaining Trust Estate shall be distributed as follows: Name . Amount MY NEPHEW,WILLIAM DELEONE,per stirpes 25% MY NEPHEW,THEODORE DELEONE,per stirpes 25% MY NEPHEW,ANTHONY DELEONE,per stirpes 25% MY NIECE,DEBORAH LONG,per stirpes 25% If a beneficiary named above does not have any descendants, per stirpes, or if a beneficiary cannot take a share for any other reason, then that beneficiary's share shall pass to the other beneficiaries, pro rata. 9-1 i Article Ten Trustee Administration Section 1. Required Vote for Co-Trustees a. Trustor Serving as Co-Trustee Unless otherwise provided in my Trust Agreement, if I am serving as a Co- Trustee under my Trust Agreement, I may make decisions and bind my Trust in the exercise of all powers and discretions granted to me as Trustee without the consent of any other Trustee. b. Unanimous Vote for Two Trustees Other than when I am serving as Co-Trustee, if only two Trustees are serving, they shall act unanimously in the exercise of all powers and discretions granted to them under my Tiust Agreement. ! C. Majority Vote for More Than Two Trustees Other than when I am serving as a Co-Trustee, if more than two Trustees are serving under my Trust Agreement, they shall act by majority vote and any exercise of a power or discretion by a majority of the Trustees shall have the same effect as an exercise by all of them. d. Court Order Resolves Disputes Other than when I am serving as a Trustee, if the Trustees are not able to reach agreement on any decision as set forth in this Section 1, they shall petition a court of competent jurisdiction for instructions and shall take no action on the disputed matter until a court order deciding the issue has been rendered. Section 2. Power to Delegate Notwithstanding any other provision of my Trust Agreement, any one or more of the Co-Trustees serving under my Trust Agreement may from time to time delegate to another Co-Trustee.or Co-Trustees routine acts of trust administration. 10-1 I , Section I No Bond Required No Trustee specifically named under my Trust Agreement shall be required to post any bond for the faithful performance sof such,Trustee's responsibilities. Section 4. Trustee Compensation Other than when 'i am- serving as Trustee, my Trustee shall be entitled to reasonable compensation for services-rendered. Such compensation is payable without the need'of a court order. In calculating the amount of compensation, customary charges for similar services in the same geographic area for the same time period shall be used as guidelines. Any corporate fiduciary shall be entitled to receive compensation for its services in accordance with its published fee schedule in effect from time to time and any trustee who is normally compensated on an hourly basis shall be so compensated. My Trustee shall also be entitled to reimbursement for reasonable costs and expenses incurred during the exercise of my Trustee's duties under my Trust Agreement. Section 5. Change in Corporate Trustee Any corporate successor to the trust business of any corporate trustee named- under my Trust Agreement,' or acting hereunder, shall succeed to the capacity of its predecessor without re- conveyance or transfer of trust property. Section 6. Written Notice to Trustee Until my Trustee receives'written'notice of any death or other event which triggers the right to payments from any trust or trust shares created under my Trust Agreement, my Trustee shall incur no liability for distributions made in good faith to persons whose interests may have been affected by such event. Section 7. Duty to Account My Trustee shall render accounts, upon request, to the income beneficiat-ies under my Trust Agreement at least annually, at the termination of a trust created hereunder'and upon a change in the Trustees in the manner required by law. 10-2 i Article Eleven Trustee Powers Section 1. Powers In addition to any power hereinafter specifically granted to my Trustee, it is my intention that my Trustee have the power respecting property in my Trust Estate that an absolute owner of such property would have. In accordance with such intention, any power my Trustee needs to administer my Trust Estate, which is not hereinafter listed, shall be considered as provided for herein. All powers shall be ekercised only in a fiduciary capacity, and such powers may be exercised without the approval or supervision of any court.- It is also my intention that the Uniform Prudent Investors Act and any similar enacted statute shall not apply to govern any of my Trustee's actions. The principles of the prudent person rule shall apply to govern the actions of my Trustee. a. Retention of Property My Trustee shall have the power to retain any property received into my Trust at its inception, or later added to my Trust, without regard to whether my Trust investments are diversified, as long as my Trustee.considers that retention is in the best interests of my Trust or is in fru-lherance of my goals in creating my Trust. b. Additions My Trustee shall have the power to receive additions to the assets of the various trusts created under my Trust Agreement from any source. C. Business Participation My Trustee shall have, notwithstanding any overall effect on the fair market value of the 'property held in any trust or trust share, the power to form, terminate, continue or participate in the operation of any business enterprise including a corporation, a sole proprietorship, a general or limited partnership (as a general or limited partner) or a limited liability company (as a managing or nonmanaging member) and to effect any form of-incorporation, dissolution, liquidation or" reorganization, including, but not limited to, recapitalization and reallocation of classes of shares or other changes in the form of the business enterprise or to lend money or make a capital contribution to any such business enterprise. I d. Make Investments My Trustee shall have the power to invest and reinvest the assets of my Trust as my Trustee may determine to be in the'best interests of my Trust without limitation by any law applicable to-investments by fiduciaries. The permitted investments and reinvestments may include securities such as common ,or preferred'stock, mortgages, notes, subordinated debentures and warrants of any corporation, any common trust fund administered.by a corporate fiduciary, other property, real or personal, including savings accounts and deposits, interests in mutual or coney.market -ftmds or investment trusts, annuities and insurance whether or not such investments are unsecured or of a wasting nature. Any corporate trustee is authorized to invest in shares of an investment management company organized under the Investment Company Act of 1940 (commonly known as a mutual fund) for which the corporate trustee serves as an investment advisor, custodian,or in any other capacity, for remuneration. e. Life Insurance My Trustee shall-have the power .to obtain, by purchase or by gift or by conversion, reissue, consolidation or by any other means, and hold as an asset of my Trust, policies of insurance on my life or the life of any other beneficiary of my Trust. My Trustee is authorized and empowered to exercise, either before or after my death, all of the rights, options, elections or privileges exercisable in connection with such policies. These lights and options shall 'include, but not be limited to, 'incapacity benefits, the right to borrow money with which to pay premiums (or other charges) on any policy owned by my Trust (including any automatic premium loan feature) or for any other trust purpose, the right to elect among settlement options offered by the insurance company that issued such policy, the right.to convert such policy to paid-up insurance, extended term insurance or to any different .form of insurance, and the right to arrange for, the automatic application of dividends in reduction of premium,payments (or other charges) with regard to airy y policy of insurance held in my Trust Estate. Regarding any such policies: 1. I represent that any policies of life insurance currently transferred into my Trust, or that will. be transferred to my Trust heremi' after or purchased at my direction, have been selected(or will be selected) solely by me based on my study and evaluation of(a)the sufficiency of the policy to meet the goals of my Trust, .(b) whether or not available policy elections should be made, and (c) the current and projected financial strength and viability of the company issuing the policy. 11-2 i I 2. My Trustee has made no representations to me concerning .these policies and none of my study and evaluation of the policy or policies has been based on any representation by my Trustee. Furthermore, my Trustee is under no obligation to examine such policies upon receipt or to make subsequent or periodic evaluations of same. The obligations to examine and evaluate shall remain exclusively with me. 3. In the event that I or any beneficiary hereunder shall at any time (1) question the sufficiency of any life insurance policy, (2) determine that available policy elections should be made, or(3) question the continued financial strength or viability of the carrier, it shall be their absolute obligation to inform my Trustee of those facts in writing. My Trustee shall be indemnified and held harmless for any actions taken or not taken pertaining to any such policies held by my Trust. C Dealing With Property My Trustee shall have the power to acquire, grant, hold in a safe deposit box or dispose of real or personal property of all kinds including, but not limited to,puts, calls and options (including options on stock), for cash or on credit, including maintaining margin accounts with brokers, at public or private sale, upon such terms and conditions as my Trustee may deem advisable, and to manage, develop, improve, exchange,partition, change the character of, or abandon property, or any interest therein, or otherwise deal with real or personal property including, but not limited to, the placing or releasing of liens and encumbrances on real.or,personal property. g. Environmental Compliance Specifically,my Trustee shall have the power to use and expend my Trust income and principal to conduct environmental assessments, audits, and site monitoring to determine compliance with any environmental law or regulation thereunder; to take all appropriate remedial action .to contain, clean up or remove any environmental hazard, including a spill, release, discharge or contamination, either on my Trustee's own accord or in response to an actual or threatened violation of any environmental law or regulation thereunder; to institute legal proceedings concerning environmental hazards or contest or settle any such legal proceedings brought• by any local, state or federal agencies concerned with environmental compliance, or by a private litigant; to comply with'any local, state or federal agency order,or courtorder directing an 'assessment, abatement or cleanup of any environmental hazards; to employ agents, consultants and legal 11-3 i counsel to assist in or perform the above undertakings or actions; and, in general, to take all appropriate actions to prevent, identify, 'or respond to any actual or threatened violations of any enviromnental law or regulation thereunder. No Trustee under my Trust Agreement shall be liable for any loss or depreciation in value sustained by my Trust as a result of my Trustee retaining any property upon which there is later discovered to be hazardous materials or substances requiring remedial action pursuant to any federal, state or local environmental law unless my Trustee contributed to the loss or depreciation in value through willful default, willful misconduct, or gross negligence. Moreover, my Trustee shall not be obligated to accept any property on behalf of my Trust without my Trustee first having the opportunity to determine, in my Trustee's discretion,that such property is not contaminated by any hazardous or toxic materials or substances, and that such property is not being used and has never been used for any activities directly or indirectly involving the generation, use, treatment, storage, disposal, release, or discharge of any hazardous or toxic materials or substances. Filially, my Trustee shall have the power to disclaim-any power that, in my Trustee's discretion, will or may cause my Trustee to be considered an "owner" or "operator" of property held in my Trust Estate under the provisions of the Comprehensive Environmental Response, Compensation and Liability Act (CERCLA), as amended from time to time. This power to disclaim, as contained herein, shall apply to any such power, whether actually set forth under my Trust Agreement, incorporated by reference herein, or*granted or implied by any statute or rule of law. h. Borrowing Authority My Trustee shall have the power to borrow funds from any person, including my Trustee; to guarantee indebtedness or indemnify others in the name of my Trust and to secure any such obligation by mortgage (including, but not limited to reversemortgages), pledge, security interest or other encumbrance; and to renew, extend or modify any such obligation for a term within or.extending beyond the adininistration of the term of my Trust. No lender shall be bound to see to, or be liable for, the application of the proceeds of any obligation and my Trustee shall not be personally liable for any obligation unless such Trustee_ and the lender so agree in writing. i. Leasing Authority My Trustee shall have the power, with respect to real or personal property, to make, renew or amend for any purpose a lease, as lessor or lessee, for a terin within or beyond the term of my Trust with or without option to purchase. i 11-4 i j. Natural Resources My Trustee shall have the.power to enter into any arrangement .or agreement, including a lease, pooling or unitization agreement for exploration, development, operation, conservation and removal of minerals or other natural resources. k. Voting Rights My Trustee shall have the power to vote a security in person or by general or limited proxy; to participate in.or consent to any voting trust, reorganization, dissolution, liquidation or other action affecting any securities; and to deposit securities with, and transfer title to, a protective or other committee. 1. Title to Assets My Trustee shall have the.power to hold securities and other property whether real or personal and whether or not in negotiable form or in the name of a nominee (including "street-name"- of a broker) or by deposit to a clearing corporation,with or without disclosure of the Trustee relationship,but my Trustee shall be responsible for the.acts of any nominee in the scope of the nominee's authorized actions with respect to such property or clearing corporation in connection with the property. In. Insurance My Trustee shall have the power to insure the assets of my Trust against any risk, and my Trustee against liability,with respect to third persons. n. Settlement of Disputes My .Trustee shall. have the _power to pay or contest any debt or claim; to compromise, release and adjust any debt or.claim; and to submit any matter to arbitration. o. Payment of Expenses My Trustee shall have the power to. pay any taxes, assessments, reasonable compensation of �my Trustee and. other expenses incurred in the collection, management, care,protection and conservation of my Trust Estate. 11-5 p. Principal and Income My Trustee shall have the power to allocate receipts or expenditures to either income or principal and to create reserves out of income as my Trustee, in my Trustee's discretion, deems appropriate and my Trustee's decision, made in good faith with respect thereto, shall be binding and conclusive on all persons. This power of.allocation shall also apply to income during administration of my Trust after my death. Jncome during administration after my death is currently distributable. Notwithstanding the preceding sentence, if any trust (or.a share thereunder) is the beneficiary of a Retirement Account, income earned after the participant's death in the account shall be income of such trust or share, and if my Trustee is required to pay all of the trust income to a beneficiary,my Trustee shall collect and pay the income of the account to the beneficiary at least quarterly. To the extent that all of the income cannot be collected from the account, the deficiency shall be paid from the principal of such trust or share. Income during administration after my death is currently distributable. q. Distribution of Trust Property My Trustee shall have the power to make any distribution or payment in kind or in cash, or partly. in kind and partly in cash, and to cause any share to be composed of cash, property or undivided interests in property different in kind from any other share, either pro rata or non pro rata, without regard to differences in the tax basis of such property and without the requirement of making any adjustment of the shares by reason of any action taken pursuant hereto. Other than as would cause a Charitable Deduction to fail or an S election to terminate, any division, allocation', apportionment or valuation of trust property in order to pay expenses or taxes or to distribute the assets to or among any of the trusts, shares or beneficiaries shall be made by my Trustee, and the good faith determination of my Trustee shall be binding, and conclusive on all parties. In order to maximize the benefits of my Unused Generation Skipping Tax Exemption Equivalent, my Trustee may consider the inclusion ratio of any Trust, share or subshare when making any distribution, division, allocation or apportionment under my Trust Agreement. r. Litigation My Trustee shall have the power to prosecute or defend actions, suits, claims or proceedings for the protection or benefit of my Trust and' my Trustee in the performance of my Trustee's duties. 11-G S. Employment of Agents My Trustee -shall have the power to employ agents, including attorneys, accountants, investment advisors, custodians, appraisers or others, including any Ann of which my Trustee is a member, to advise or assist my Trustee, to delegate to them fiduciary powers and to indemnify them against liability for positions taken in good faith and with reasonable basis. , t Corporate Fiduciary If any stock -of a corporate trustee that is my.Trustee, or of,any affiliate or successor of such Trustee, shall be included in the assets of my Trust, my Trustee shall have full authority, in my Trustee's discretion, and notwithstanding any regulation or rule of law to the contrary, to retain the stock and any increases resulting from stock dividends and stock splits and from the exercise of purchase rights and the purchase of fractional shares needed to round out fractional share holdings that may arise concerning the stock. My Trustee shall vote such stock either directly or by proxy. However, to the extent my Trustee is prohibited by law from voting such stock, my Trustee shall vote in accordance with the written instructions of a majority of the then living beneficiaries then entitled to current distributions of income, or their Personal Representatives. In the event no instruction is given,my Trustee is authorized to vote the stock in the best interests of the beneficiaries in view of the purposes for which my Trust was created. U. Investment-Transactions With regard to record keeping for investment transactions, my Trustee need not provide. copies of confin-nations or similar, notifications each time a trade or investment transaction occurs, but investment transactions shall be set forth in my Trustee's periodic accounting. v. Repairs and Improvements My Trustee shall-have the power to make ordinary or extraordinary repairs or alterations in buildings or other structures, to demolish any improvements, and to raze existing or erect new party walls or buildings or other structures. W. Business Personnel, My Trustee shall have the power to elect or employ directors, officers, employees, partners or agents of any business mid to compensate such persons,whether or not any'such person is a Trustee, director, officer,partner or agent of my Trustee or a beneficiary of my Trust. 11-7 i x. Farm or Ranch Property With respect to fann or ranch property, my Trustee shall have all necessary powers to participate in and operate any farming (including tree fanning) or ranch operation personally or with hired labor, tenants or sharecroppers, to lease any farm for cash or a share'of crops under a lease that permits or precludes the material participation of my Trustee to fertilize and improve the soil; to employ conservation practices; to participate in goverrunent programs; and to perform any other acts deemed by my Trustee necessary or desirable to operate the property. In making a decision whether to materially participate in farming or ranch operations, my Trustee shall consider whether an election should be made or has been made under Code Section 2032A to qualify for special farm-use valuation. Y. Ancillary Fiduciaries If, for any reason, my Trustee deems it advantageous to act through an ancillary fiduciary, my Trustee may designate an ancillary Trustee qualified to serve in the jurisdiction where such ancillary fiduciary is to act and may delegate to such ancillary fiduciary such of the powers granted under my Trust Agreement as my Trustee deems advisable without being chargeable with loss, if any, arising out of such designation or delegation. My Trustee may specify whether any corporate fiduciary, or any person or persons acting in an ancillary capacity hereunder, shall serve with or without bond. Except as may be otherwise specifically provided, no such ancillary. fiduciary need comply with the provisions of any Uniforni Trustee's Accounting Act, the Uniform Trust Act or similar .acts in force in any state where the fiduciary may be acting. z. . Retention of Closely Held Interest My Trustee shall have the power to retain any real estate interests, closely held securities or affiliated companies or business interests, and to sell or dispose of such interests only after careful consideration and after determining that sale or disposition is under the existing circumstances m the best interests of my Trust or its beneficiaries. aa. S Corporations If at any time my Trust holds any stock in an S corporation, or if my Trustee deems a Subchapter'S election advisable for any corporation the stock of which is held in my Trust, my Trustee shall take all of the necessary actions as are necessary to continue such election in effect and, in preserving such election, may segregate the S corporation stock, or other corporation stock for which a Subchapter S election is to be 'Made, from the other assets of my Trust, and in my 11-8 i Trustee's discretion, and otherwise consistent with the terms of my Trust to the greatest extent possible, may form new trusts and may amend the terms of my Trust Agreement as would be necessary to establish Qualified Subchapter S Trusts to hold the said S corporation stock and assets in compliance with Code Sections 1361(b) and 1361(d)(3) or to qualify the share of my Trust which holds such shares as an Electing Small Business Trust. bb. Exercise of Authority Except as otherwise provided in my Trust Agreement, my Trustee shall have the power to do all acts that might legally be done by an individual in absolute ownership and control of property. CC. Power to Divide or Combine Trusts My Trustee shall have the power to divide a single trust or share thereof into separate divisions; each to be administered in accordance with the terms and conditions of the. single trust, from which they were created (or in accordance with such terms and conditions as they may be affected by my Trustee's power to comply with S Corporation requirements) when my Trustee, in my Trustee's discretion, determines that division is,desirable or advisable in view of tax considerations, including considerations related to income ' tax, gift tax, inheritance tax'or generation skipping transfer tax or other objectives of the trusts and their beneficiaries. My Trustee shall not be required to make a physical segregation or division of the various trust subdivisions created under my Trust Agreement except as segregation or division may be required by reason of the termination -and distribution of any of the trust subdivisions, but my Trustee shall keep separate accounts and records for different undivided interests. My Trustee, in my.Trustee's discretion, shall have the further power to combine two or more trusts'or trust subdivisions having substantially the same terms into a single trust for purposes of administration when tax or other factors indicate that such combination would be desirable or advisable. In deciding whether to combine trusts or trust subdivisions, my Trustee shall consider the. generation skipping "inclusion ratio" of the. trusts or trust subdivisions to be combined. Trusts or trust subdivisions having the same inclusion ratios may be combined. Trusts or trust subdivisions having different inclusion ratios should generally not be combined unless their inclusion ratios are maintained unchanged through substantially separate and independent shares of 11-9 different beneficiaries within the meaning of Code Section 2654(b) and the applicable regulations thereunder. Specifically, unless there is a Personal Representative; my Trustee has the authority to allocate any portion of my respective exemptions under Code Section 2631(a) to property as to which I am the respective transferor, including any property transferred by myself during my lifetime as to which I did not make an allocation prior to .my death. My Trustee also has the authority to make the special election under Code Section 2652(a)(3). If Code Section 2631(a) or 2652(a)(3) is not interpreted as to allow a Trustee to exercise such election, then a Personal Representative shall be appointed and is authorized to allocate my respective exemptions and to exercise the said special election. If my Trustee considers that any distribution from a trust or trust subdivision hereunder, other than pursuant to a power to withdraw or appoint, is a taxable distribution subject to the federal Generation Skipping Transfer Tax payable by the distributee, my Trustee may increase the distribution by an amount that my Trustee would estimate to be sufficient to pay that, tax and any additional tax thereon, and.shall charge the same against the trust or trust subdivision to which the tax relates. If my Trustee considers that any termination of an interest in my Trust or a trust subdivision hereunder is a.taxable termination subject to the federal Generation Skipping Transfer Tax, my Trustee may pay that tax from the portion of the property to which the tax relates without any adjustment of the relative interests of the beneficiaries. dd. Termination of Sinall Trust If at any tune after my death the costs of administration of my Trust (or any share thereof) are of such an amount in relation to the then principal and undistributed income of.my Trust (or any share thereof) that my Trustee, in my Trustee's discretion, determines that my purposes in establishing my Trust (or any share thereof) would no longer be served, .and if my Trustee deems it advisable. to distribute the then principal and undistributed income of my Trust (or any share thereof) to the then living beneficiary or beneficiaries, my Trustee (other than any then current beneficiary of my Trust who, if then serving as a Trustee, may appoint an Independent Trustee to serve only for.the purpose of determining the advisability of termination in such Independent Trustee's sole discretion) may do so without responsibility on the part of my Trustee. Such a distribution on behalf of a beneficiary under a disability, in my Trustee's discretion, may be made to-the Guardian of the person of such beneficiary, or to the.parent of such beneficiary, if 11-10 such beneficiary is -a minor, or may be applied by my Trustee for such beneficiary's benefit. CC. Power to Subject Trust Property to Probate It is my intention to avoid probate through the use of my Trust. If, however, my Trustee and Personal Representative mutually determine that it shall be in the best interests of the beneficiaries of my Trust, and the beneficial interests of the beneficiaries shall not thereby be altered, my Trustee may subject any asset to probate to accomplish a result unavailable without probate. This power shall be strictly construed and shall only be used to secure any tax or other benefit otherwise unavailable to my Trust: Accordingly, other than a distribution that would cause a. Charitable Deduction to fail, my Trustee, in my Trustee's discretion, may accomplish this objective by distributing such property to my estate. ff. Power to Change Situs My Trustee shall have the power, exercisable by a written instrument signed and acknowledged by my Trustee, to change the situs of any trust or trust share held by my Trustee; and, in conjunction with any such change and without any need to obtain the approval of any court, to elect that such trust or trust shall be subject to the jurisdiction of the new situs. In addition, my Trustee may move the assets of such trust or trust share to the location of the new situs. 'The meaning and effect of the provisions of my Trust Agreement shall be construed in accordance with the laws of the governing state identified in Section 13 of Article Twelve, and eaclf trust or.trust share shall be administered in accordance with the laws of the applicable situs. In no event, however, may this power be exercised in a manner that would prevent a trust or trust share from qualifying as a permitted shareholder of S corporation stock for federal income tax purposes. gg. Release of Trustee Powers Each Trustee who determines it to be in the best interest of any beneficiary may, at any time, by instrument executed with all the formalities of a deed and delivered personally or sent by certified mail to another then acting Trustee, if any, or to some beneficiary of the affected Trust or Trusts, release and relinquish or disclaim upon any terms; either in whole or in part, temporarily or permanently, revocably or irrevocably, with or without binding successors, any one or more of the powers;rights, authorities, and discretions conferred upon such Trustee by any provision or provisions of my Trust Agreement or generally pursuant to law, which release and relinquishment or disclaimer shall be binding .on all affected beneficiaries. If the release and relinquishment or disclaimer of a 11-11 power, right, authority, or discretion is made by less than all of the Trustees upon whom it is conferred, such power,.right, authority, or discretion shall continue to be. exercisable in -full by the Trustee or Trustees (other than any successor Trustees on whom. it is, by its'terms, binding) who have not thus released and relinquished or.disclaimed it. 11-12 Article Twelve General Provisions Section 1. Spendthrift Protection Neither the principal nor the income of any trust created or contained under my Trust Agreement shall be liable for the debts of a beneficiary nor shall the same be subject to seizure by any creditor of any beneficiary under any lien or proceeding at law or equity. Except to the extent otherwise expressly provided in my Trust Agreement, no beneficiary shall have the authority or power to sell, assign, transfer, encumber or in any manner to dispose of a beneficial interest, whether income or principal. The limitations herein shall not restrict the exercise of any power of appointment or the right to disclaim by any beneficiary.. In addition, other than as would cause thelermination of an S election, and subject to the provisions of Section 2 of this Article, if my Trustee, at a time that any distribution to any beneficiary other than me,is directed to be made under the provisions of my Trust Agreement, in such Trustee's sole discretion, determines that reliance on government benefits, illness, substance dependency, bankruptcy, litigation or any factor tending to diminish the ability of a beneficiary to fully benefit from a distribution or to handle financial affairs exists, my Trustee may withhold any such directed distribution and may extend the term of my Trust as to any portion of my Trust Estate otherwise allotted for any so affected beneficiary. Thereafter, my Trustee may continue to distribute income or principal to 'such,beneficiary as my Trustee may determine in my Trustee's sole discretion. If my Trustee withholds distributions to prevent a loss of, or ineligibility for, government benefits, the Special Needs Provisions of this Article Twelve shall apply to such trust property. Section 2. The Rule Against Perpetuities Notwithstanding any other provision of my Trust Agreement, unless sooner terminated or vested in accordance With other provisions of my Trust Agreement, all interests not otherwise vested, including, but not limited to, all'tiusts and powers of appointment created hereunder, shall terminate: (i) one day prior to twenty-one (21) years after the death of the last survivor of the group composed of me, those b'eneficiaries described herein and my lineal descendants living on the date of my death or(ii)if longer, such period as may be authorized under the laws of the state identified in the Governing State Law Section of this Article. At that time, distribution of all principal and all accrued, accumulated and undistributed income shall be made to the persons (or their representatives as authorized herein) then,entitled to distributions of income or principal and in the manner and proportions herein stated irrespective of their then attained ages. 12-1 Section 3. Incapacity and Competency A person shall be considered incapacitated in the event such person has been determined to be so by a court of competent jurisdiction; has been certified by two licensed physicians to be unable to properly handle his or her own affairs by reason of physical illness or mental illness; otherwise is unable freely to communicate for a period of 90 days; or if a trustee is prevented by state law from exercising a power or powers granted to such trustee under this Trust Agreement. To the extent a trustee.is prevented by state law from exercising a power or powers granted to such trustee under this Trust_Agreement, the Successor Trustee shall have the power to exercise such power or powers, provided such power is not a general power of appointment if held by a Successor Trustee. If a Successor Trustee is prevented from exercising a power or powers because such power or powers would constitute a general power of attorney, the trustee shall appoint an independent trustee, as defined in Code section 672(c), to exercise such denied power or powers. A person shall be considered to have regained capacity, as applicable, upon such a determination by a court of competent jurisdiction, upon certification by two licensed physicians that the person As able to properly handle his or her own affairs, is able to freely communicate, or if any state law proscription as to the exercise_of a power or powers is removed. The term "incapacity" is intended to be interchangeable with the terms "disability" and "incompetency". The term "competent" in our Trust Agreement refers to a person who is not incapacitated. Notwithstanding the preceding provisions of this Section, for purposes of administration under Articles Six, Seven and Eight of rmy'Trust Agreement, the tern "incapacitated" also refers to any beneficiary receiving or eligible to receive govenunent benefits. Section 4. Income and Principal Payments Other than as directed in the Special Needs Provisions of this Article, all payments of income or principal shall be made in such of the following ways as my Trustee determines appropriate: a. To each respective beneficiary m person upon his or her personal receipt; b. Deposited in any bank to the credit of'such beneficiary in any account carried in his or her name or jointly with another or others; C. To the parent or legal representative of the beneficiary; d. To a Custodian under a Uniform Transfers to Minors Act or Uniform Gifts to Minors Act selected by'my Trustee for such period of time under applicable-law as my Trustee determines appropriate; e. To some near relative, friend or institution having primary responsibility for the care and custody of the beneficiary; 12-2 f. By my Trustee using such payment directly for the benefit of such beneficiary; or g. To the Trustee of any revocable trust of which the beneficiary is the Trustor. Section 5. Limit on Trustee's Discretion Notwithstanding any other provision in .my Trust Agreement, other than me, no individual Trustee who is also a beneficiary hereunder ("Trustee-beneficiary") shall have any right, power, duty or discretion concerning my Trust Estate if such right, power, duty or discretion conferred upon such Trustee-beneficiary under my Trust Agreement would constitute a general power of appointment under Code Section 2041 or 2514 that would cause any assets of my Trust Estate to be included in the estate of such Trustee-beneficiary. Any such right, power, duty or discretion with such effect shall be null and void with respect to such Trustee-beneficiary. No Trustee who is under a legal obligation to any beneficiary of my Trust Agreement or other person shall under any circumstances partake in any decisions relating to any discretionary distributions of income or principal of my Trust.Estate that can be used to discharge any such legal obligation of such Trustee. If however., such powers may be possessed without violating the restrictions imposed by this Section 5 by either my Trustee jointly with an Independent Trustee, or by an Independent Trustee alone, then my Trustee may appoint an Independent Trustee who may possess those powers and authorities without violating this Section. Such an Independent Trustee shall act jointly with my Trustee whenever the joint possession of a power or authority would not violate the restrictions imposed by this Section. Such an Independent Trustee shall act alone whenever only sole possession of a power or authority would,not violate the restrictions imposed by this Section. Section 6. No-Contest Clause If any person or entity, other than myself, singularly or in conjunction with any other person or entity, directly or indirectly, contests in any court the validity of my Trust Agreement, including any amendments thereto, .then the right of that.person or entity to take any interest in the Trust Estate or to act in any fiduciary capacity shall cease., and the demise of that person (and his or her descendants) or entity shall be deemed to have occurred prior to mine. Section 7. Disclaimer by Beneficiary Any beneficiary under my Trust Agreement shall be entitled to disclaim all or any portion.of such beneficiary's interest in my Trust. 12-3 Section 8. Captions The captions of Articles, Sections and .Paragraphs used in my Trust Agreement are for convenience of reference only and shall*have no significance in the construction or interpretation of my Trust Agreement. - Section 9. Severability Should any of the provisions of my Trust Agreement be for any reason declared invalid, such invalidity shall not affect any of the other provisions of my Trust Agreement, and all invalid provisions shall be wholly disregarded in interpreting my Trust Agreement. Section 10. Statutory References Unless the context clearly requires another construction, each statutory reference in my Trust Agreement shall be construed to refer to the statutory section mentioned, related successor sections, and corresponding provisions of any subsequent law,including all amendments. Section 11. Survivorship a. . Simultaneous Deaths If any beneficiary under my Trust Agreement and I die under circwnstances in which the order of deaths cannot be established, I shall be deemed to have survived the beneficiary and my Trust Agreement shall be construed accordingly. b. Generation Skipping Transfer°`Pax Matters A person (the "Non-Skip Person") shall not be deemed to have been alive on the date of the death of.any person upon whose death a,transfer is deemed to occur for Generation Skipping Transfer Tax purposes or the date of any distribution from or any termination of any interest in any trust or share under my Trust Agreement for which the date of the Non-Skip Person's death is relevant("the Transfer Date") if- (a) f(a) the Non-Skip Person is actually alive on the Transfer Date; (b) the Non-Skip Person is not actually alive on the-date ninety (90) days following the Transfer Date; and (c) the existence of such'a condition of survivorship causes another person who would otherwise be assigned to a generation below that of the Non- Skip Person to be assigned to the generation of the Non-Skip Person for Generation Skipping Transfer Tax purposes. 12-4 Section 12. Gender and Number In my Trust Agreement; where appropriate, except where the context otherwise requires, the singular includes the plural and vice versa, and words of any gender shall not be limited to that gender. Section 13. Governing Commonwealth Law My Trust Agreement and the trusts created under it shall be construed, regulated and governed by and in accordance with the laws of the Commonwealth of Pennsylvania. Section 14. Reliance on Certificate (or Memorandum) of Trust Any person may act in reliance upon a properly issued certificate (or memorandum) of trust reflecting the relevant terms of my-Trust Agreement without risk of incurring any liability to the Trustor,Trustees and beneficiaries of my Trust. Section 15. Definitions The following terms as used in my Trust Agreement are defined as indicated: a. Beneficiary Designation The term "Beneficiary Designation" means any document executed by a Trustor that affects the manner of payment of amounts held in a plan (of whatever type) subject to the distribution rules of section. 401(a)(9) of the Code or any commercial annuity or any similar deferred payment arrangement. b. Child, Children,Issue and Descendants The terms "child" or"children" mean lawful blood descendants in the first degree of the parent designated;.and "issue", and "descendants" mean the lawful blood descendants in any degree of the ancestor designated; provided, however, that if a person has been adopted, that person shall be considered,a child of such adopting parent or parents,.and such adopted child and his or.her issue shall be considered issue of the adopting parent or parents and of anyone who is by blood or adoption an ancestor of the adopting parent or either of the adopting parents. The terms "child," "children," "issue," "descendant" and "descendants" or those terms preceded by the terms "living" or "then living" shall include the lawful blood descendant in the appropriate degree of the ancestor designated even though such descendant is born after the death of a parent. Notwithstanding-the preceding 12-5 provisions of this Section 15.b, the .terms of Article One may exclude certain descendants from being treated as such by restricting the availability of Trust benefits. c. Code The term "Code" means the Internal Revenue Code of 1986, as 'amended from time to time. The terms "Income In Respect of a Decedent", "Gross Estate," "Taxable Estate", "Applicable Credit Amount", "State Death Tax Credit", "Credit for Prior.Transfers", "Exclusion", "Disclaimer", "Marital Deduction" and any other terms that, from the context in which they are used, refer to the Code shall have the same meaning as such terms have for the purposes of applying the Code to my Trust Agreement. d. Deceased Trustor The term "Deceased Trustor" means a Trustor who has died. e. Death Taxes The term "Death Taxes" means all inheritance,- estate, succession and other similar taxes that are payable by.any person on account of that person's interest in the estate of the decedent or by reason of the decedent's death, including penalties and interest but excluding the following: 1. Any additional tax that may be assessed under. Internal Revenue Code Section 2032A and 2057; and 2.. Any-federal or state tax unposed on a generation skipping transfer, as-that term is defined hi the federal tax laws, unless that Generation Skipping Transfer Tax is payable directly out of the assets of a host created by my Trust Agreement. L Education The term "education" shall be given broad interpretation and may include but not be limited to, 1. High School Education at public or private -elementary or high schools, including boarding schools. 12-6 4 2. College Undergraduate and graduate study in any and all fields whatsoever, whether of a professional character in colleges or other institutions of higher.learning. 3. Specialized Training Specialized formal or informal training in music, the stage, handicrafts, the arts, or vocational or trade schools, whether by private instruction or otherwise. 4. Other Educational Activities Any other activity including foreign or domestic travel that shall tend to develop fully the talents and potentialities of each beneficiary regardless of age. g. Heirs at Law References to someone's "heirs*at law" mean individuals who are living at the event when property is directed 'to be distributed to them. Those individuals' identities and the shares of the distributable property that they each receive shall be determined under the intestacy laws of the Commonwealth of Pennsylvania which then govern the distribution of the personal property of a resident dying then,without creditors, owning only the distributable assets. h. Independent Trustee The term "Independent Trustee" means a. Trustee who is an independent person who, within the meaning of Code section 672(c), is not related or subordinate to any beneficiary of my Trust. i. Personal Representative The term "Personal Representative" means trustee, executor,. .executrix, administrator, administratrix, conservator, guardian,.custodian or any other type of personal representation. j. Per Stirpes In every case in which a disposition of an interest is to be made to the issue of a person "per stirpes," it is intended that such disposition shall .be made. in accordance mith.the principle of representation. This principle in relation to my .12-7 Trust Agreement means that whenever property is to be distributed to the issue of a person, such property shall be divided into as many shares as there are, at the time of disposition, living issue in the nearest degree of kinship to such person and then deceased issue in the same degree who left issue who are then living; each then living issue in the nearest degree.receiving one share, and the share of each then deceased issue in the same degree being divided among his or her issue in the same manner. k. Retirement AccounVRetirement Benefits The terms "Retirement Account" and "Retirement Benefits" mean any deferred payment account, whether or not considered a qualified plan under sections 401, 403, 408 or any other section of the Code, udder which by reason of fiduciary accounting principles income is considered earned but not immediately payable. 1. Trust Estate The term "Trust Estate" means all of the property, real and personal, intangible and tangible;that has been transferred to my Trustee, whether or not listed on any Schedules. In. Trustee's Discretion The term "discretion" with regard to a Trustee means such Trustee's sole but reasonable judgment. In exercising any discretionary power with respect to my Trust,my Trustee shall at all times act in accordance with fiduciary principles and shall act reasonably under the circumstances and not in bad faith or in disregard of the purposes of my Trust. n. Trustor The terns "Trustor" shall be interchangeable with the terms "settlor", "grantor", "donor" or other similar terms. o. Unused Generation Skipping Tax Exemption Equivalent The term "Unused Generation Skipping.Tax Exemption Equivalent" means the Generation Skipping Transfer Tax Exemption provided in section 2631 of the Code in effect'at the time of death of a Trustor, reduced by the aggregate of(1) the amount, if any,of such exemption allocated by such Trustor or by operation of law to such Tiustor's lifetime transfers and (2) the amount, if any, such Trustor or such Trustor's Personal Representative or Trustee has specifically allocated to property other than property to which such exemption is directed to be allocated by any applicable provision of my Trust Agreement. 12-8 For purposes of my Trust Agreement, if at the time of death of a Trustor such Trustor has made lifetime transfers of property to which an inclusion ratio of greater than zero would be applicable and for.which the gift tax return due date has not expired (including extensions) and a return has not yet been filed, it shall be deemed that the generation skipping transfer exemption has been allocated to such transfers to the extent necessary and possible to exempt such transfers.from Generation Skipping Transfer Tax.` P. Unused Applicable Credit Equivalent The term "Unused Applicable Credit Equivalent" means that value of a Deceased Trustor's taxable estate determined without regard to the Marital Deduction that can be transferred at death without causing any federal estate tax liability because of: 1. Any available Applicable Credit Amount (Unified Credit), 2. The Credit for State Death Tax to the extent it does not increase the amount of death taxes, other than the Pennsylvania Inheritance Tax,payable to any state, 3. The Credit for Prior Transfers, 4. Allowable Exclusions from the Taxable Estate, and that is in excess of the net.value of all property includable in the taxable estate of a Deceased Trustor that does not qualify for the Marital Deduction or any other deduction; whetherr that value passes outside of my Trust, (by- way of joint tenancy, life insurance contract, Beneficiary.Designation, will ,or otherwise),or under other provisions of my Trust. Section 1.6. Special Needs Provisions a. Overall Limitation on Distribution It is my intention that the assets-of my Trust Estate supplement but not supplant, impair or diminish any then existing forms of support or benefit,which the beneficiary is receiving or becomes eligible to receive. For purposes of this Section, the term "support" means food, clothing or shelter: The terms of my Trust Agreement shall be read and interpreted to prevent any action by my Trustee which would supplant, impair, diminish or otherwise interfere with, limit or reduce the beneficiary's receipt of, or.eligibility for any form of government or 12-9 private benefits. Any power of distribution (whether or-riot exercised), granted my Trustee pursuant to the terms of my Trust Agreement, that would result in the loss, diminishment or.ineligibility for government or private benefits, is hereby revoked; and, only such powers as will not result in ineligibility for such benefits, or loss, diminishment or impairinent, thereof, shall remain exercisable by my Trustee. b. Special Needs For purposes of my Trust Agreement, the tenn "Special Needs' refers to supplemental, non-support expenditures from my Trust's assets that, pursuant to the other provisions of this Section, my Trustee is authorized to disburse, in my Trustee's sole and absolute discretion. Special Needs, subject to the general supplemental, non-support limitation, include; but are not limited to, medical, dental, diagnostic or therapeutic treatment, or nursing or home care services for which the beneficiary is not receiving, and.is not eligible to receive government or private benefits. Special' Needs also includes the differential between any treatment, service or care that the beneficiary is receiving from any government or private source and the level of treatment, service or care my Trustee deems appropriate for the beneficiary. Disbursements for education, travel (including travel by those my Trustee believes the companionship of which will benefit the beneficiary), entertainment devices or events and electronic devices are also to be considered Special Needs. C. Distribution of Income or Principal 1. Distributions for Special Needs Subject to the preceding provisions of this Section, that prohibit my Trustee from making any distribution which would supplant, impair or diminish government or private benefits, or cause the beneficiary to be ineligible for such benefits, as determined in my Trustee's sole and absolute discretion, my Trustee may distribute such amounts of income or principal for the Special Needs of the beneficiary. My Trustee may act arbitrarily and Without regard to any statutes or other rules of law in refusing to disburse trust assets. No distributions may be made to the beneficiary. Any distributions made shall be.made to the goods or services provider. 2. Accumulated Income Any income not distributed shall be accuinulated and added 'to principal. 12-10 3. Resources of the Beneficiary My Trustee, in exercising discretion under this Section, shall consider all income or resources available to the beneficiary. The beneficiary has no rights to any distributions under my Trust. 4. Treatment of Any Residence Held by My Trust My Trustee may charge the beneficiary rental on any residence owned by my Trust. My Trustee must charge rent if the failure to do so would impair, diminish, or cause ineligibility for, any government or private benefits. 5. Rights of Creditors and Others My Trust assets are not intended to be used for the support of the beneficiary,but are only intended.to supplement,in my Trustee's sole and absolute discretion, resources, income or government or private assistance available to the beneficiary. No part of my Trust Estate, neither principal nor income, shall be subject to anticipation or assignment by the beneficiary, nor be subject to attachment by any creditor of the beneficiary, governmental agencies or any other individual or entity; including any who may have provided goods or services to the beneficiary. 6. Power to Terminate the Beneficiary's Share of My Trust If my Trustee deems it necessary to lernninate the beneficiary's share of my Trust to avoid impairing or diminishing the beneficiary's receipt of government or private benefits, or becoming ineligible for such benefits, my Trustee, in my Trustee's sole and absolute discretion, shall tenninate the beneficiary's share of my Trust. If my Trustee terminates the beneficiary's share of my Trust, the assets of the beneficiary's share'of my Trust shall be held, administered and distributed pursuant to the, following provisions of this Section as though the beneficiary had died. 'I request, but do not require, that the remainder beneficiaries consider the purposes of the beneficiary's share of my_Trust in expending the property they receive. 12-11 7. Distributions on Death of Beneficiary Unless provided otherwise under the provisions of preceding Articles, if such beneficiary should die while my Trustee still holds trust assets for such beneficiary's benefit,such beneficiary's share of my Trust shall lapse and my Trustee shall distribute the balance of the trust share to such beneficiary's then living descendants, per stupes. If such beneficiary has no then living descendants, my Trustee shall distribute such beneficiary's trust share to such beneficiary's siblings,. per stirpes. If such beneficiary has no then living siblings, my Trustee shall distribute such beneficiary's trust share to my then living descendants,per stirpes. If I have no then living descendants, my Trustee shall distribute the balance of the beneficiary's share of my Trust as provided in Article Nine of my Trust Agreement.' Subject to the other provisions of this Section, my Trustee may pay for the expenses.of the beneficiary's last illness and funeral. I have executed my Trust Agreement on the date set forth on the first page of my Trust Agreement. I certify that I ,understand my Trust. Agreement and that it correctly states the terms and conditions under which my Trust Estate is to be held, managed and disposed of by my Trustee. I approve this revocable living trust in all particulars and request my Trustee to execute it. Trustor: GEOR'dif H. NEY 12-12 l Trustee: GEORGE H. RAD Y COMMONWEALTH OF PENNSYLVANIA ). SS. COUNTY OF DAUPHIN ). On this MAY 2 3 2002 ,.before me, a notary public, the undersigned officer,personally appeared GEORGE H.BRADNEY,Trustor and Trustee, known to me (or satisfactorily proven)to be the person whose name is subscribed to the within instrument and acknowledged that he executed the same for the purposes therein contained. In witness whereof I hereunto set my hand and official seal. No ary Public (SEAL) t;lriat Seat Prepared by: .m... .1.1:i;�a t.Fei.ts,4�o4t,tgor�,.jy ptstjitc: M_`r.:t7;j ., .tt,I�i�f:ount.y James,Smith,Durkin&Connelly LLP POO t;.-r,rnf.<.�i�,,;f:x.�iNov. 134 Sipe Avenue,Hunmielstown,PA„17036 " ` "------- Phone: (717)533-3280 Fax: (717)533-2795 jsdinfo@jsdlegal.com Mailing Address: P.O.Box 650,Hershey,PA 17033 12-13 \\ a a m»e . 2 >> . § <� Z< S t § lot $ k. ! , i . . � . . . . � � - | | ! � | a | \ k - | ` ' < -0 C)low ca C\j \\ w k / ƒ ( 4 « C - | . . w C) % f o ! U 7 / ¥ rZ \ ! " . E & m Q ƒ/ ui [w La _ \ \ . � . � . 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U 41 ui N •.i to W 4.1 A 4 . 4.1 ro Cl d . 1 .-1 H m ted A A N (a .-01 :3 41 W d b+ .6-4 a ro ►i O H 44 A O -.4H > U H r O O +.1 UU O ro ro U ro a► .a,.+ r4 .� a a! ¢ U to Oro Ub b N N H O •. i H A > w H A LL OPR-;;z a A APP,zeal U • a Iw N E Z Ci to V1 U) O 3 CD ic a n s S; V G is "ta H u`i a � cn � G • I.Jr m _0 O 0 .- h w cc ° _"> Ncr � <0 41CLa Q" < < Z7 .. m•o QLLJ C) as � 00 E w co ro �C TN_ co V , 06 .Q w � C GEORGE H BRIADNEY Balance Information LIVING TRUST DDA Available Balance $26,899.40 Current Balance $26,899.40 UTA DTD 01/01/2006 MTD Average Balance $26,740.85 GEORGE AND JAMES Last Deposit Amount $1,296.00 BRADNEY, TTEES Last Statement Balance $25,303.21 OD Available Credit $0.00 Mailing Address Outstanding Avail $0.00 28 CHESTNUT ST Balance CAMP HILL PA 17011-6603 Amount Due $0.00 Due Date General Information Last Payment Date Home Phone 7177746997 Last Payment Amount $0.00 Open Date 09/04/1974 Account Status Normal - Activity Information Routine Number 036076150 Last Deposit Dt 07/03/2014 Product Code 052 Last Activity Dt 07/08/2014 Bank 060 Last Statement Dt 06/18/2014 Branch 301 Branch Name Harrisburg`Main Western-Central Market PA Relationship No RM Assigned Manager 'A 1..'J I0! 7: This customer's last statement vas returned by the Postal Service. Recent Transactions Check Debits/ Date Description # Additional Description Amount Credits/ Balance All 07/08/2014 Check 3212 $54.06 D $26,899.40 Dir'46'6t; SSA A .0 TREE 'S -296.00 1. C $26,955.�—, 6 3 ./�q 046sit, 07/01/2014 Direct AETNA INC CT-641 $1,959.84 C $25,657.46 Deposit BENFT PYMT $1,275 7 62. 06/24/2014 Check 3209 $300.00 D $24,972.62 $25;272 0 Citizens Circle Gold Account Statement 1-800-773-7373 0 • OF 3 Call Citizens'special,dedicated Gold Customer serviceline any time for account information,current rates,and answers to your questions. Beginning May 20,2014 through June 18,2014 Checking SUMMARY GEORGE H BRADNEY LIVIIJG TRUST Balance Calculation Balance UTA DTD 01/01/2006 • GEORGE AND JAMES BiTEE Previous Balance 22,810.19 Average Daily Balance 23,995.35 Circle Gold Checking RADNEY,RAInterest Checks 1,090.72 - 610067-718-4 Withdrawals&Debits .00 - Interest Deposits&Credits 3,583.54 + Current Interest Rate .07% Interest Paid .20 + Annual Percentage Yield Earned .01% Current Balance 25,303.21 = Number of Days Interest Earned 30 Interest Earned .20 Interest Paid this Year 1.37 You can waive the monthly maintenance fee,of$20.00 by maintaining a monthly combined balance of$20,000. . Your monthly combined balance used to qualify this statement period is: $24,049 Your next statement period will end on July 18,2014. Previous Balance TRANSACTION DETAILS 22,810.19 Checks'There is a break in check sequence Check# Amount Date Check# Amount Date 0 500.00 06/03 3205" 125.00 05/30 0 212.00 06/03 3206 118.72 06/03 3202` 100.00 05/20 3207 35.00 06/18 Total Checks 1,090.72 Deposits&Credits Date Amount Description 06/02 1,959.84 Aetna Inc CT-641 Benft Pvmt 140602 006410000234153 06/03 1,296.00 SSA Treas 310 Xxsoc Sec 060314 . 06/16 48.30 Deposit 06/18 279.40 New York Life Nyl Ann 061814 75625587 Total Deposits&Credits 3,583.54 Interest Date Amount Description 06/18 .20 Interest Total Interest Paid .20 Current Balance Daily Balance 25,303.21 Date Balance Date Balance Date Balance 05/20 22,710.19 06/02 24,545.03 06/16 25,058.61 05/30 22,585.19 06/03 25,010.31 06/18 25,303.21 MEMO --Important information regarding a change to the price of checks on your Circle Gold Checking with Interest account. Today this account comes with no fee Exclusive Design checks or$15 off other check styles. Effective August 1,2014 you will receive a 50% discount on any check style. You can order checks by visiting any branch,calling the number on your statement,or online through Online Banking or at deluxe.com/checks. 5ler?xi FVIC 1=�Egwl Houcmy Lori! tl" Mini-statement GEORGE H BRADNEY LIVING TR Account number:231372691 0771039808 A list of recent transactions on your account BALANCE SLW,%RY Type i Amount($) i Available 40,571.70 Ledger 40,571.70 . BENDING ACTIVITY Date Details 'Deposit($) Withdrawal($) 07/15/2014 Vets insurance preauthdeb071414 v03331255 v255 -13.40 POSTED ACTIVITYC Date Details Deposit($) Withdrawal($) Balance($) 07/11/2014 interest credit from 0,97 40,585.10 07/08/2014 50445919 s none 1,800.00 40,584.13 07/02/2014 Edward Jones 282.61 38,784.13 07/02/2014 Edward Jones 356.25 38,501.52 06/26/2014 Edward Jones 10.83 38,145.27 06/24/2014 Check 000000000630 -102.52 38,134.44 06/19/2014 Check 000000000627 -85.56 38,236.96 06/17/2014 Vets insurance 13.40 38,322.52 06/12/2014 Check 000000000629 -142.04 38,335.92 06/11/2014 Edward Jones 93.44 38,477.96 Revision Date 10/17/2013 . .•-1 43 M r1 M 00 r-B w ro M (0 M N O OD A m CO W O M ro 1 O) I >r sT 00 r-1 00 > U . 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Mutual Funds-Held at Edward Jones AcctType Description Yesterday's NAV Current Shares Yesterday's NAV Amt Inv AmtW/D - Value Cash(1) AMERICAN BALANCED FUND CL A 25.4400 514.86.9 .13,098.26 35,313.51 -40,728.701 ABALX(024071102) Cash(1) CAPITAL INCOME BUILDER FUND 61.0200 400.021 24,409.28 16,999.97 -3,646.75! cLA CAIBX (140193103) 31 !Subtotal: 7,507.54 ##The amounts invested and withdrawn for the first account type of this security are the total amounts that were invested and Page 1 of I withdrawn for all account types of this security. This document Is for informational purposes only.It may not reflect all pending transactions or in-transit items.Prices/total values are from outside sources and are not guaranteed.Please refer to your most recent account statement. (13 A N rn o rn °h ri >r M .••i w .N.-4 +-) w o CWh ao al a O a s � m4JItoN M 4J 4-4 O J ro al A al ro W H CW9 � AfnH � 9 01• U at O.01 OO •V N 04 44 0 �� � Hai al N M � n rt z roN W a au A � U U Z 1 dl O O U r > N O ro O N P� N O S U v to N tn al'C7 N :3'V N %D N(d14 a? J? U) N 1 '$ rt W 00 O O E-4 N 00 O O •.1 t O O a r-4 b o a • 4J 43 ur. U' -I .-� 0 ani ri) m ro > o b ,fit s�i � O A A h H d z o z � a a O �_ s +Jb No A A W w Da w a >1`n o w0 a o aC:tyl 4J Um pr U -r1 U . *0 a ti _ O = $4 w rt r04 Ai x tri HZ � � m r. w Co IV 0 O O 41>4 COV C4 N [ 3 41 N N N t— :3U A fY, RI: 0 .-4 H G4 ? r1 0 w 0 O a� a� ro a - rpt, x :3t- t� rr v1A U U o UW O �a m OOo uro•� CO CD N ' t? U) JJ ('J� ui 00 O .t ro A 43 ro o av C� m•-t .t H Ul b A V) &1 -4 -4 mo ° WQ ai 1i u4.) °iAON A � > tH (D o O 41 N O b (0 U 7 U .-1 N M O N ro U V a > a HH a a. Page I of I T�1V M -r; BR0WNE FUNT? INC. ' #4y,Browne.Company LLC,Distributor Transact ^St#fOpl7ALi Tttr#3;�'l32PA0#: 'GL:ORCE: H' .'BRADNEY TTEE "Et3Adt,»� H BRADNEY. 'LIVING TRUST ;U`/A DTD 7118',/1994. ' 1"7C?1 MARKET .ST CAMP HILL. PA 1701,1 -4889, TWEEDY BROWN bk STATICIN STAMF4RD CT 'Poe`I66-emittion� and Assistance call: ,Acc,Prit Infattiationa; (I300) 4-124189 puss Shakliolder-Ser, ices (800) 432-4789 pivss:U A'c oant Ntatttb, :Dant`NAV prices (00)432-4789 press.l 1Vebsikc wtww.tweedy.c.om Transaction'-De ail by Fund Ike `ista-atinii Fund Nan c f4UI (:aFC)R�t l�'`I3I�?1I1NI~�''fI°�1'. T�v�c ly,B''ro�vl►c Glo[ia.1 Valui:F'on l GEOR,GE;I.I 1312t1Diti EY I IVIISG'`i` us`i' Date D.tutipti on Shares ;2/271,1.3 23.996 12/27/113 x_— ltrig,17crill;C�ij),Gainsltcinvest. � 55y116 12/2`7/13 ;hiixl l'cri3i.G aJ'r'iila's l0iiivesi-t2127/13 Endir! 'Vallee 2080:782 ilrc6ine Dividend pertshdre- $0.320 hott'Ier:m CApilal-Ca ns.per.share-- $x}.123 Uing"Terni C hj ilal G.aD1Ssl.'er' are-$0.735 For additional tax i#ifott'#tatioii please,visit..our website at vn-nv.tweedy.toni. News To_beticr servvYI-Our'needs,out Shareholder-Service,Repr.esctrtatives are available,fr.orn-Mb Punti ,.y.ou..12.�va.any.y11F' ti*J31S about ttl? r',c rC011Yats-, �f�, 2;;CdI�.:� ... .� "I :. ... lI n o https://zcsproxy.hrblock.com/service/Home/-/?auth=co&loc=en US&id=68117&part=2 9/19/2014 REV-516 EX+(08-13) REQUEST FOR WAIVER " pennsylvania OR DEPARTMENT OF REVENUE NOTICE OF TRANSFER BUREAU OF INDIVIDUAL TAXES (FOR STOCKS, BONDS,SECURITIES OR PO Box2 HARRISBURG, PA iry�28-�6oi SECURITY ACCOUNTS HELD IN BENEFICIARY FORM) HA DECEDENT INFORMATION DECEDENT NAME: LAST FIRST MI Bradney George H DECEDENT SOCIAL SECURITY NUMBER DECEDENT DATE OF DEATH MM DD-YYYYj 4048I [ 07/12/2014 DECEDENT STREET ADDRESS CITY STATE ZIP COUNTY 20 North 12th Street Lemoyne PA 17043 Cumberland CORPORATION, FINANCIAL INSTITUTION OR BROKER INFORMATION NAME OF CORPORATION,FINANCIAL INSTITUTION,BROKER OR SIMILAR ENTITY TELEPHONE NUMBER Tweedy,Browne Fund Inc. (800 432-4789 FIRM STREET ADDRESS CITY STATE ZIP P.O.Box 9805 Providence RI 02940 ACCOUNT INFORMATION TYPE OF ACCOUNT. CAPITAL STOCK REGISTERED BOND SECURITY ASSET SECURITY ACCOUNT OTHER ❑ ❑ ❑ ❑ 19 ACCOUNT BALANCE(Include accrued interest through date of death) IDENTIFYING NUMBER OF ASSET 55,286.38 119124 -.._..�� ACCOUNT TITLE ❑ ACCOUNT WILL BE FILED ON REV-1500 Geor e H Bradney Living Trust ❑ BILL BENEFICIARIES SEPARATELY BENEFICIARY INFORMATION 1. NAME: LAST FIRST MI Bradney James C PERCENT TAXABLE STREET ADDRESS 1696 South Victor Street CITY STATE ZIP lit, ` TAXIRA7TEft x� Aurora CO 800124 t: RELATIONSHIP TO DECEDENT BENEFICIARY`S SOCIAL SECURITY NUMBER Son(Executor) E. BENEFICIARY INFORMATION 2. NAME: LAST FIRST MI PERCENT TAXABLE STREET ADDRESS CITY STATE ZIP 0 614 Se OttTy ',f 'TAX RELATIONSHIP TO DECEDENT BENEFICIARY'S SOCIAL SECURITY NUMBER Y +' £t �1 JA BENEFICIARY INFORMATION 3. NAME: LAST FIRST MI PERCENT TAXABLE STREET ADDRESS CITY STATE ZIP aT Us'e�Onty TAXRATE nO e� RELATIONSHIP TO DECEDENT BENEFICIARY'S SOCIAL SECURITY NUMBER Please list additional beneficiaries on another sheet of paper,providing all required Information. (303)752-0491 SIGNATURE OF PREPARER DAYTIME TELEPHONE NUMBER Instructions for filing this notice are on the reverse side. Post 7/12/2014 /2014 Expense's for George,Bradney Estate Pay Method Fay Date vendor ' Amount 645 9/16/2014 Golden Living Centers 352.80 3217 8/6/2014. Verizon 46.14 credit 7/22/2014 United Aidines 25.00 639 8/6/2014 Holy Spirit Hospital 350.69 641 8/8/2014 QuntumlmagAssocs 25.00 640 8/6/2014 Phys of Rehab 7.87 642 8/15/2014 Holy Spirit Hospital 359.18 .644 8/23/2014 Pinnacle Health 18.87 643 8/23/2014 Qantumimag144101 59.76 credit 7/12/2014 TCBY 18.89 credit 7/19/2014, Appalachian Brewing Company 586.13 credit .7/15/2014 Appalachian Brewing Company 44.00 cash 7/12/2014 Appalachian Brewing Company 50.00 credit 7/14/2014 Panera Bread 26.33 cash 7/22/2014 Au Bon Pain .2.43 credit 7/18/2014 John's Diner 49.36 credit 7/22/2014 East'Caf6 16.00 credit 7/14/2014 Nick's Cafd 27.00 credit 7/21/2014 Wendy's 17.94 credit 7/21/2014 Wendy's 9.09 credit 7/17/2014 Villa Roma Pizza 28.08 credit 7/21/2014 Bob Evans 13.14 credit 7/20/2014 Cornerstone Coffeehouse 24.17 cash 7/21/2014 Wendy's 1.26 credit. 7/21/2014 Rakestraw's 10.49 credit 7/15/2014 Panera Bread 15.76 credit 7/16/2014 Au Bon Lieu 47.31 credit 7/16/2014 Karns 14.41 credit 7/20/2014 Giant 14.73 credit 7/15/2014 Giant 16.92 credit 7/13/2014 Giant 10.53 credit 7/14/2014. Giant 5.87 credit 7/18/2014 Weis 57.78 credit 7/14/2014 Giant 16.62 credit 7/15/2014 Giant 16,.0 cash 7/17/2014 Edward Jones(TOD report) 150.00 637 7/24/2014 Holy Spirit Hospital 450.00 cash 7/19/2014 Soloists+Keyboardist 225.0.0 cash 7/17/2014 Salvation Army 50.00 632 7/15/2014 Quest Diagnostics 7.35 01 7/17/2014 SEHomHIthCareSvc 143.35 633 7/21/2014 Premier Vein Specialists 61.49 635 7/15/2014 Internists of Central PA 22.27 636 1/16/2014 Holy Spirit Hospital 197.22 638 7/24/2014 Pinnacle Health 12.76 credit 7/12/2014 United Airlines 651.00 credit 7/21/2014 United Airlines 283.20 3213 7/17/2014 Cumberland County Register of Wills 223.50 3214 7/17/2014 Cumberland County Register of Wills 3.50 credit 7/21/2014 The Sentinel 105.58 3216 7/21/2014 Cumberland County Law Journal 75.00 credit 7/22/2014 USAirport Parking 68.04 cash 7/22/2014 PA Turnpike 1.60 cash 7/26/2014 PA Turnpike 1.60 credit 7/21/2014 Giant 27.15 credit 7/16/2014 SAC Shop 509- 39.00 credit 7/2/2014 Hess-38285; 47.30 credit 7/16/2014 Avis 144.60 credit 7/22/2014 Avis 411.71 credit 7/14/2014 Styles Boutique 7.20 credit 7/12/2014 Dog Care(Park Pass) 75.00 credit 7/20/2014 Boscov's 3.99 3215 7/19/2014 Russ Lutz(Caregiver) 5000.00 credit 7/23/2014 Office Depot 76.37 cash 7/20/2014 Clarion (Tip) 50.00 credit 7/13/2014 Econo Lodge 93.18 credit 7/13/2014 Budget Inn 81.70 credit 7/20/2014 Clarion 603.86 credit 7/20/2014 Clarion 588.54 644 7/12/2014 East Pennsboro Ambulance Service 124.40 credit 7/15/2014 Neill Funeral Home 4317.55 9/18/2014 Total Expenses 16800.63