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HomeMy WebLinkAbout01-30-06 (2) (- c .. <:J'S._~~~ REVOCABLE TRUST AGREEMENT THE FLORENCE N. VIPOND REVOCABLE TRUST THIS AGRE~ is made and entered into this ~~ ~day ?l /1/VY7~/t,v/ of , 1993, by and between FLORENCE N. VIPOND, of Waverly, Abington Township, Lackawanna County, Pennsylvania (the "Settlor"), and said FLORENCE N. VIPOND, as Trustee (the "Trustee"). WITNESSETH: WHEREAS, the Settlor has transferred certain assets as set forth on Schedule "A," attached hereto and made a part hereof, to the Trustee; and WHEREAS, the Settlor may be desirous in the future of placing the active management and control of certain other property in the hands of the Trustee. NOW, THEREFORE, for and in consideration of their mutual covenants and promises, the Settlor and Trustee agree as follows: c c HSB009:ESH/EPDocs/Vipond/Florence/Revocable Trust/012793/ldd Article One Trust Assets ~1.1 The Settlor, or any other party or person, may from time to time make policies of insurance on the Settlor's life payable to the Trustee or may transfer other assets to the Trustee, subject to the terms of this Agreement, by inter vivos grant or by Will. The trust assets shall include the proceeds of all insurance policies payable to the Trustee and all such other added assets (collectively the "Trust Assets"), which shall be held, administered, distributed and governed by the Trustee, IN TRUST NEVERTHELESS, in accordance with the provisions of this instrument and any amendments hereto. Article Two Durinq the Settlor's Lifetime ~2.1 During the Settlor's lifetime, the Trustee shall have, hold, manage, invest and reinvest the Trust Assets, collect the income, and ~2.1.1 The Trustee entire net income as the time direct in writing. to the Settlor such sums shall payor apply the Settlor may from time to The Trustee shall also pay from or portions of the " -2- I ~ ( c <.. HSB009:ESH/EPDocs/Vipond/Florence/Revocable Trust/012793ildd principal of the trust as the Settlor may from time to time request in writing delivered to the Trustee during the Settlor's lifetime. ~2.1.2 The Trustee shall pay and use such portion or all of the income and principal of the Trust Assets as the Trustee, in the Trustee's sole discretion, shall deem necessary from time to time to provide for the proper maintenance, support, medical, hospital, nursing or nursing home care of the Settlor and of the Settlor's husband, DAVID S. VIPOND (the IlSettlor's Husband"). Article Three Upon the Settlor's Death ~3.1 Upon the death of the Settlor, the Trustee shall have, hold, manage, invest and reinvest the Trust Assets, collect the income .and ~3.1.1 If the Settlor's Husband survives the Settlor, the Trustee shall distribute the net income in quarter-annual installments, or more frequently if the Trustee deems it advisable, to or for the benefit of the Settlor's Husband; and upon the death of the Settlorl~ Husband, the Trustee shall pay any accrued or undistributed net income to the personal representative of the Settlor's Husband. ~3.1.2 Upon the death of the survivor of the Settlor and the Settlor's Husband, the Trustee shall divide the balance of the trust property into as many equal shares as there are (a) children of the Settlor then living and (b) children of the Settlor then deceased but who are survived by issue then living. Any such share created with respect to the then living issue of a deceased child of the Settlor shall be divided into equal shares for such -3- c C. ,. ~., . HSB009:ESH/EPDocs/Vipond/Florence/Revocable Trust/012793/ldd then living issue, per stirpes. Each such share thus created shall be retained by the Trustee and held, administered and disposed of in accordance with Article Four hereof. Article Four Trusts for Issue ~4.1 Until the "Termination Date" as defined in Article Five hereof, the Trustee shall hold in separate trust for each beneficiary for whom a separate trust was created under Article Three above or ~4.1.2.2 herein (the "Beneficiary"), the separate trust so created (the "Beneficiary's Trust"), in accordance with the following provisions of this Article Four: ~4.1.1 The Trustee shall distribute to or for the benefit of the Beneficiary (a) the net income of the trust in quarter-annual installments, or more frequently if the Trustee deems it advisable, and (b) so much of the principal of the trust as the Trustee, in the sole discretion of the Trustee (subject, however, to ~10.3 hereof), shall from time to time deem necessary or proper for the health, maintenance and support of the Beneficiary taking into account other available funds. ~4.1.2 Upon the death of the Beneficiary, ~4.1.2.1 If the Beneficiary's Trust is a Non-GST Exempt Trust as defined in Article Eight herein, the Trustee shall continue to retain all of the assets of the Non-GST Exempt Trust in accordance with the provisions of ~4.1.2.2 below except those which the Beneficiary may appoint to the creditors of the -4- r c HSB009:ESH/EPDocs/Vipond/Florence/Revocable Trust/012793jldd Beneficiary's estate by specific reference to this general power of appointment by his or her Last Will. ~4.1.2.2 If the Beneficiary's Trust is a GST Exempt Trust as defined in Article Eight herein, the Trustee shall divide the assets of the GST Exempt Trust into such separate shares to be held for the benefit of such of the group consisting of (a) the Settlor's issue other than the Beneficiary or (b) the spouse of a Beneficiary who was a descendant of the Settlor, as the Beneficiary may appoint by specific reference to this special power of appointment by his or her Last will. Any Trust Assets not so appointed shall be divided into separate shares for the Beneficiary's issue then living, per stirpes, who are also issue of the Settlor; or, if the Beneficiary is not survived by issue who are also issue of the Settlor, such Trust Assets shall be divided into separate shares for the Settlor's issue then living, per stirpes. Any such separate shares created under this ~4.1.2.2 shall be retained by the Trustee as a separate trust estate and held, administered and disposed of in accordance with the provisions of this Article Four. Article Five Upon Termination Date ~5.1 Upon the earlier to occur of (a) the date of death of the survivor of the grandchildr~n of the Settlor or (b) the date on which occurs the expiration of twenty-one (21) years beyond the death of the survivor of the Settlor's Husband and the -5- t {' HSB009:ESH/EPDocs/Vipond/Florence/Revocable Trust/012793/ldd Settlor's issue living at the Settlor's death (such first date to occur being the "Termination Daten), the trusts created hereunder shall forthwith terminate and the trust property shall be distributed to the Beneficiary then entitled to the income of the Beneficiary's Trust. Article Six Appointment of Fiduciaries 96.1 Upon the death, resignation or earlier incapacity of the Settlor as certified by the Settlor's then attending personal physician, the Settlor appoints JONATHAN VIPOND, III (the "Individual Trustee"), and WILMINGTON TRUST COMPANY (the "Corporate Trustee"), as Co-Trustees of any trust created hereunder. The Individual Trustee serving from time to time shall have the right to designate his or her respective successor as Individual Trustee by instrument in writing delivered to the then acting Corporate Trustee or by last will. The Individual Trustee serving from time to time shall also have the right to require the resignation of the then serving Corporate Trustee for any reason provided that the Individual Trustee shall immediately appoint a successor Corporate Trustee which shall be a banking corporation with fiduciary powers. If a lapse occurs in the position of Individual Trustee at any time, the Corporate Trustee -6- G c HSB009:ESH/EPDocs/Vipond/Florence/Revocable Trust/012793/ldd shall act as sole Trustee. All references herein to the "Trustee" shall mean the originally appointed Co-Trustees or their successors then serving, as the case may be. ~6.2 The then surviving Corporate Trustee is appointed as Guardian of the estates of any minor beneficiaries under this Agreement. The Guardian shall have full authority to use such assets, both principal and income, in any manner the Guardian shall deem advisable for the best interest of the minor, including college and graduate education, and professional, vocational or technical training, without securing a court order. . Article Seven Powers of Fiduciaries ~7.1 No fiduciary under this Agreement shall be required to give bond or other security for the faithful performance of the fiduciary's duties. ~7.2 Any such fiduciary' shall have the following powers, in addition to those given by law: ~7.2.1 To invest in, accept and retain any real or personal property, including stock of a corporate fiduciary or its holding company, without restriction to legal inve~tments; provided, -7- (' ~ ~/ HSB009:ESH/EPOocs/Vipond/Florence/Revocable Trust/012793/ldd however, if any property that forms a part of the principal of the trust(s) established by Article Three of this Agreement is unproductive, the Settlor's Husband may at any time and from time to time by a written notice require the Trustee of said trust(s) holding such unproductive property either to make any or all of such property productive or to convert such property within a reasonable time after the Trustee receives such notice; ~7.2.2 To sell, exchange, partition or lease for any period of time any real or personal property and to give options therefor for cash or credit, with or without security; ~7.2.3 To borrow money from any person including any fiduciary acting hereunder, and to mortgage or pledge any real or personal property; ~7.2.4 To hold shares of stock or other securities in nominee registration form, including that of a clearing corporation or depository, or in book entry fOrm or unregistered or in such other form as will pass by delivery; ~7.2.5 To make distributions in cash, or in kind at current values, or partly in each, allocating specific assets to particular distributees on a non-pro rata basis, and for such purposes to make reasonable determinations of current values; ~7.2.6 If the Settlor's Executor does not make an election pursuant to Internal Revenue Code Section 2056(b) (7) (B) (v) with respect to all of the assets held in trust under Article Three hereof, the trust estate thereunder may be divided into separate trusts pursuant to the terms of the election and such division shall be based upon the fair market value of the assets comprising the trust at the time of the division; ~7.2.7 To execute any agreement relating to the disposition or redemption of any business interest that may be a part of the trust estate, whether the same involves a proprietary interest, a partnership interest or stock in a closely held corporation; -8- r c HSB009:ESH/EPOocs/Vipond/Florence/Revocable Trust/012793/ldd ~7.2.8 To operate or arrange for the operation of any business interest held hereunder, and to join or become a party to, or to oppose, any reorganization, readjustment, foreclosure, merger, voting trust, dissolution, consolidation or exchange relating to any such business interest; ~7.2.9 To engage in litigation and compromise, arbitrate or abandon claims; ~7.2.10 To determine the apportionment of receipts and expenses, including extraordinary cash dividends, stock dividends, capital-gain dividends of regulated investment companies and proceeds and expenses of the sale of unproductive real estate, between income and principal, such apportionment to be made so as to balance fairly the interests of any income beneficiary and the remaindermen; and ~7.2.11 To merge, after the death of the Settlor, any trust created hereunder with any other trust or trusts created by the Settlor or the Settlor's Husband, under will or deed, if the terms of any such trust are then substantially similar and are held for the primary benefit of the same persons, and if such merger shall not cause any adverse estate, income or generation skipping transfer tax consequences. Article Eiqht Settlor's Generation Ski?pinq Tax Exemption ~8.1 The Settlor's Executor is authorized to allocate any of the Settlor's exemption from federal generation skipping transfer tax under ~2631 of the Code (the "Settlor's GST Exemption") to any property as to which the Settlor is the deemed transferor under ~2652(a) of the Code, regardless of whether or -9- c c HSB009:ESH/EPDoCS/Vipond/Florence/Revocable Trusti012793ildd not the property with respect to which an election or allocation is made is part of the Settlor's probate estate. Any such election or allocation shall be binding upon the Trustee and any beneficiary of any trust created hereunder. The Trustee is directed to divide any trust created hereunder into two or more separate trusts, if necessary, to segregate the portion or portions of the trust or trusts created hereunder over which the Settlor's GST Exemption has been allocated (the "GST Exempt Trusts") from the portion or portions of the trust or trusts created hereunder over which the Settlor's GST Exemption has not been allocated (the "Non-GST Exempt Trusts"); provided, however, that such separated trusts shall be held, administered and disposed of in accordance with the, terms hereunder as identical trusts in all other respects, except as provided in ~4.1.2 above. Article Nine Revocabilitv ~9.1 The Settlor may, by instrument in writing delivered to the Trustee, modify, alter or revoke this instrument in whole or in part; provided, however, that the duties, powers, compensation and liability of the Trustee shall not be changed without the written consent of the Trustee. -10- c c HSB009:ESH/EPDocs/Vipond/Florence/Revocable Trusi/012793ildd Article Ten Miscellaneous Provisions ~10.1 As used in this Agreement, the term "Internal Revenue Code" shall mean the Internal Revenue Code of 1986, as amended from time to time, or the corresponding provision of subsequent law. ~10.2 If the Settlor's Husband and the Settlor die under such circumstances that it is impossible to determine which survived, it shall be conclusively presumed and this Agreement shall be construed as if the Settlor's Husband had survived the Settlor. ~10.3 Whenever a discretionary distribution of net income or principal is permitted pursuant to any trust created hereunder, if such distribution may be made in whole or in part to a person who is then a Trustee of such trust, such person may not participate in any way in the decision whether to make such distribution. No Trustee who is under a legal obligation to support a beneficiary of a trust created hereunder shali participate in the exercise of any discretion granted to the Trustee of that trust to distribute net income or principal in discharge of that legal obligation. Furthermore, no Trustee -11- f c HSB009:ESH/EPDocs/Vipond/Florence/Revocable Trust/012793/ldd shall enter into any reciprocal arrangement with any other trustee for the purpose of indirectly exercising a power prohibited hereunder. ~10.4 Whenever the Trustee is directed to distribute property to or for the benefit of any beneficiary who is under (a) twenty-one (21) years of age, or (b) a legal disability or otherwise suffers from an illness or mental or physical disability that would make distribution directly to such beneficiary inappropriate (as determined in the Trustee's sole discretion exercised in good faith), the Trustee may distribute such property to the person who has custody of such beneficiary, may apply such property for the benefit of such beneficiary, may distribute such property to a custodian for such beneficiary, whether then serving or selected and appointed by the Trustee (including the Trustee), under any applicable Uniform Transfers to Minors Act or Uniform Gifts to Minors Act, may distribute such property directly to such beneficiary's estate, or may distribute such property directly to such beneficiary (except if any of the conditions hereinbefore described in (b) apply), without liability on the part of the Trustee to see to the application of such property. This provision shall not in any way operate to suspend such beneficiary's absolute ownership of such property or to prevent the absolute vesting thereof in such beneficiary. -12-. r c HSB009:ESH/EPDocs/Vipond/Florence/Revocable Trust/012793/ldd ~10.5 Except as otherwise may be provided in this Agreement, during the continuance of any of the trusts created hereunder and thereafter until the property is distributed to and received by any beneficiary hereunder, the principal sums thus held in trust for any beneficiary, respectively, and the income thereof shall not be subject to or liable for any contracts, debts, engagements, liabilities or torts of such beneficiary now or hereafter made, contracted, incurred or committed, but shall be absolutely free from the same, and such beneficiary shall have no power to sell, assign or encumber all or any part of the principal sums or such beneficiary's interest therein, respectively, or the income thereof, or to anticipate the income. ~10.6 A corporate fiduciary shall be entitled to receive compensation for its services hereunder in accordance with its schedule in effect when the services are performed, but not in excess of such compensation as would be approved by a court of competent jurisdiction. An individual fiduciary shall be entitled to receive reasonable compensation for such fiduciary's services hereunder. -13- ( c HSB009:ESH/EPOocs/Vipond/Florence/Revocable Trusti012793ildd This instrument and any trust created hereunder shall be governed by the laws of Pennsylvania and shall have its situs in Lackawanna County, Pennsylvania. IN WITNESS WHEREOF, FLORENCE N. VIPOND, as Settlor and as Trustee, has hereunto affixed her hand and seal and caused this instrument to be duly executed on the date and year first written above. WITNESS: SETTLOR: J~ ';;1J~ Florence N. Vip d (SEAL) TRUSTEE: ~/!/$~ ~~ Y;. ~SEAL) Florence N. Vipo d -14- (": c HSB009:ESH/EPDocs/Vipond/Florence/Revocable Trust,012793!ldd THE FLORENCE N. VIPOND REVOCABLE TRUST SCHEDULE A WITNESS: SETTLOR: ~~~~ (SEAL) TRUSTEE: Ciuke_ /// !fJ~ d&-v~--<.- tJ';. f/ ~SEAL) Florence N. V1P~ -15- c c HSB009:ESH/EPDocs/Vipond/Florence/Revocable Trust1012793Jldd COMMONWEALTH OF PENNSYLVANIA ) ) ) SS: COUNTY OF On this, the /; W day of 1u~-L~ , 1993, before me, a notary public, the undersigned officer, personally appeared FLORENCE N. VIPOND, known to me (or satisfactorily proven) to be the person whose name is subscribed to the within instrument, and acknowledged that she executed the same for the purposes therein contained. IN WITNESS WHEREOF, I hereunto set my hand and official seal. /' ,.(" Nota~btk My Conunission - 04~!~ Expires: (SEAL) NflT~.:~t1.L, ~EAL JEAN S. swn..K, Notary Pu~llc Clarks Summit, Lackawanna County lLy Commission Expires FEB. 24, 1991 -16- '" , .1 QS'~1,\~ FIRST AMENDMENT TO REVOCABLE TRUST AGREEMENT THE FLORENCE N. VIPOND REVOCABLE TRUST THIS AGREEMENT is made and entered into this YA~day of (f}e1~ , 1998, by and between FLORENCE N. VIPOND, of the Borough of Carlisle, Cumberland County, Pennsylvania, as Settlor (the "Settlor"), and the said FLORENCE N. VIPOND and JONATHAN VIPOND, III, of Lower Allen Township, Permsylvania, as Co-Trustees (hereinafter, the "Trustee"). WITNESSETH: WHEREAS, the Settlor, as Settlor and Trustee, entered into an Agreement of Trust dated November 16, 1993 (the "Trust Agreement"); WHEREAS, Article Nine of the Trust Agreement reserves to the Settlor the right to modify, alter or revoke the Trust Agreement in whole or in part; and NOW, THEREFORE, the Settlor hereby amends and completely restates the Trust Agreement to read as follows: ARTICLE ONE TRUST ASSETS g 1.1 The Settlor, or any other party or person, may from time to time make policies of insurance on the Settlor's life, individual retirement account benefits, and/or qualified '- " , . " i '.... I ' or non-qualified retirement plan benefits payable to the Trustee, or may transfer assets to the -. Trustee, subject to the terms of this Agreement, by inter vivos grant or by Will. The trust assets shall include the proceeds of all insurance policies payable to the Trustee and all such other benefits or added assets (collectively the "Trust Assets"), which shall be held, administered, distributed and governed by the Trustee, IN TRUST NEVERTHELESS, in accordance with the provisions of this instrwnent and any amendments hereto. ARTICLE TWO DURING TIIE SETTLOR'S LIFETIME ~ 2.1 During the Settlor's lifetime, the Trustee shall have, hold, manage, invest and reinvest the Trust Assets, collect the income, and ~ 2.1.1 The Trustee shall payor apply the entire net income as the Settlor may from time to time direct in writing. The Trustee shall also pay to the Settlor such sums from or portions of the principal of the trust as the Settlor may from time to time request in writing delivered to the Trustee during the Settlor's lifetime. ~ 2.1.2 The Trustee shall pay and use such portion or all of the income and principal of the Trust Assets as the Trustee, in the Trustee's sole discretion, shall deem necessary from time to time to provide for the proper maintenance, support, medical, hospital, nursing or nursing home care of the Settlor and of the Settlor's husband, DAVID S. VIPOND (the "Settlor's Husband"). ARTICLE THREE UPON THE SETTLOR'S DEATH ~ 3.1 Upon the death of the Settlor, the Trustee shall divide and distribute the Trust Assets as follows: -2- , , . " , )" "' ~ 3.1.1 The Trustee shall retain in trust a pecuniary amount to be held, administered and disposed of in accordance with the provisions of Article Four hereof (the "OST Exempt Marital Trust'') equal to the maximum amount of the Settlor's then unused OST exemption amount allowed under ~ 263 1 (a) of the Internal Revenue Code (which exemption amount is presently $1,000,000) which can be added to such OST Exempt Marital Trust and produce an inclusion ratio of zero. Such swn shall be composed of cash, or of property in kind, or partly of cash and partly of property in kind, and shall be valued as of the date of distribution. The Executor of the Settlor's estate shall have the right to elect on the federal estate tax return prepared on behalf of the Settlor's estate to have a portion or all of the property distributed pursuant to this ~ 3.1.1 treated as qualified terminable interest property in order to qualify such portion or aU of the property for the marital deduction for federal estate tax purposes, which election shall be binding and conclusive upon the Trustee. If the Settlor's Executor elects to have a portion or all of such assets so qualify, such elected assets may, at the discretion of the Trustee and so long as the election to qualify such assets for the federal estate tax marital deduction is not jeopardized, be held and administered by the Trustee as a separate trust estate with the balance, if any, of the assets which are governed by this ~ 3.1.1 also held and administered as a separate trust estate or may be held and maintained by the Trustee with the non-elected assets as one trust estate. In either case, any such trust or trusts shall be held, administered and disposed of in accordance with the provisions of Article Four hereof (the "OST Exempt Marital Trust''). ~ 3.1.2 The Trustee shall retain in trust such of the Trust Assets as shall not have been retained pursuant to the preceding S 3.1.1, to be held, administered and disposed of in accordance with the provisions of Article Six hereof (the "Non-OST Exempt Marital Trust"). The Executor of the Settlor's estate shall have the right to elect on the federal estate tax return prepared on behalf of the Settlor's estate to have a portion or all of the property distributed pursuant to this ~ 3.1.2 treated as qualified terminable interest property in order to qualify such portion or all of the property for the marital deduction for federal estate tax purposes, which election shall be binding and conclusive upon the Trustee. If the Settlor's Executor elects to have a portion or all of such assets so qualify, such elected assets may, at the discretion of the Trustee and so long as the election to qualify such assets for the federal estate tax marital deduction is not jeopardized, be held and administered by the Trustee as a separate trust estate with the balance, ifany, of the assets which are governed by this -3- , ,'0 j ~ ~ 3. 1.2 also held and administered as a separate trust estate or may be held and maintained by the Trustee with the non-elected assets as one trust estate. In either case, any such trust or trusts shall be held, administered and disposed of in accordance with the provisions of Article Six hereof (the ''Non-GST Exempt Marital Trust"). ARTICLE FOUR GST EXEMPT MARITAL TRUST GST Exempt Marital Trust, collect the income and ~ 4.1 The Trustee shall have, hold, mange, invest and reinvest the assets of the ~ 4.1.1 The Trustee shall distribute the net income in quarter-annual installments, or more frequently if the Trustee deems it advisable, to or for the benefit of the Settlor's Husband. ~ 4.1.2 The Trustee may also distribute to or for the benefit of the Settlor's Husband so much of the principal of the trust property as the Trustee shall from time to time 'deem necessary or proper for the health, maintenance and support of the Settlor's Husband, taking into account other available funds, including his individual assets, provided, however, that no such distribution shall be made until all assets held in trust under Article Six of this Trust are first expended or exhausted. ~ 4.1.3 Upon the death of the Settlor's Husband, or upon the Settlor's death if the Settlor's Husband does not survive the Settlor, ~ 4.1.3.1 If the Settlor's Husband has survived the Settlor, the Trustee shall pay any accrued or undistributed net income to the personal representative of the Settlor's Husband. ~ 4.1.3.2 The Trustee shall thereafter divide the balance of the trust property into shares for the Settlor's then living issue, per stirpes. Any such share created shall be retained in a separate trust and held, administered and disposed of in accordance with the provisions of Article Five hereof (the "GST Exempt Issue's Trust"); or, if none of the Settlor's issue is then -4- 1. ~:.;; ....\....;~....~..,;:c,..l.4......d..~...lt~..: ";, .. living, such assets shall be distributed in acCordance with Article Eight hereof. ARTICLE FIVE ~ GST EXEMPT ISSUE'S TRUST ~ 5.1 Subject to the provisions of ~ 15.7 herein, the Trustee shaH have, hold, manage, invest and reinvest the assets of the GST Exempt Issue's Trust, coHect the income and ~ 5.1.1 While the beneficiary of the GST Exempt Issue's Trust (the "Beneficiary") is under twenty-one (21) years of age, the Trustee shall apply to or for the benefit of the Beneficiary so much of the net income and, if the net income is insufficient, so much of the principal of the GST Exempt Issue's Trust as the non-beneficiary Trustee shaU from time to time deem necessary or proper for the Beneficiary's health, maintenance, support and complete education, including preparatory, coUege and graduate education, and professional, vocational or technical training, taking into account other available funds, including the Beneficiary's assets. The Trustee shaU annually accumulate any net income not so distributed and add the same to the principal of the trust property. ~ 5.1.2 After the Beneficiary attains twenty-one (21) years of age, the Trustee shall distribute to or for the benefit of the Beneficiary all of the net income of the GST Exempt Issue's Trust in quarter-annual installments, or more frequently if the Trustee deems it advisable, and so much of the principal of the GST Exempt Issue's Trust as the non- beneficiary Trustee shall from time to time deem necessary or proper for the Beneficiary's health, maintenance, support and complete education, including coUege and graduate education, and professional, vocational or technical training, and to assist the Beneficiary with reasonable wedding expenses, in the purchase of a principal residence or in the establishment of a profession or business considered a good risk by the non-beneficiary Trustee, taking into account other available funds, including the Beneficiary's assets; provided however, that if a Non-GST Exempt Issue's Trust held pursuant to Article Seven hereof is then in existence for such Beneficiary, such Issue's Trust shall be exhausted before the Trustee shall expend principal from the GST Exempt Issue's Trust held for the beneficiary under this Article Five. -5- ~ , ~ 5.1.3 If the Beneficiary dies before the complete tennination of his or her trust, the Trustee shall distribute the property then held in trust to such persons or cOrporations (other than the Beneficiary's estate, the Beneficiary's creditors or the creditors of the Beneficiary's estate), in such amounts and Upon such trusts, tenns and conditions as the Beneficiary by the Beneficiary's last wil1 may appoint by specific reference to this special power of appointment. Any property not so appointed shall be divided into shares for the Beneficiary's then living issue, per stirpes, or if none, for the then living issue of the parent of the Beneficiary who was a descendant of the Settlor, per stirpes, or ifnone, for the Settlor's issue then living, per stirpes. Each such share shall be held in continued trust for the benefit of such beneficiary in accordance with the provisions of this Article Five (the "OST Exempt Issue's Trust"). If the Settlor has no issue then living, such assets shall be distributed in accordance with the provisions of Article Eight hereof. ARTICLE SIX NON-GST EXEMPT MARITAL TRUST Non-OST Exempt Marital Trust, coUect the income and ~ 6.1 The Trustee shan have, hold, manage, invest and reinvest the assets of the ~ 6.1.1 The Trustee shall distribute the net income in quarter-annual installments, or more frequently if the Trustee deems it advisable, to or for the benefit of the Settlor's Husband. ~ 6.1.2 The Trustee may also distribute to or for the benefit of the Settlor's Husband so much of the principal of the trust property as the Trustee shaH from time to time deem necessary or proper for the health, maintenance and support of the Settlor's Husband, taking into account other available funds, including his individual assets. ~ 6.1.3 Upon the death of the Settlor's Husband, or upon the Settlor's death if the Settlor's Husband does not survive the Settlor, ~ 6.1.3.1 If the Settlor's Husband survives the Settlor, the Trustee shall pay any accrued or undistributed net income to the personal representative of the Settlor's Husband. In addition, the Trustee shall -6- J '"' also pay to the Settlor's Husband's personal representative or directly to the taxing authority, such amount, if any, from the principal of the trust property, as her personal representative certifies as being the additional amount of estate taxes, inheritance taxes, transfer taxes and other taxes of a similar nature, and all interest and penalties with respect to any such taxes, attributable to the inclusion of the value of any portion of this trust and the trust held pursuant to Article Four hereunder (the "GST Exempt Marital Trust'') in the Settlor's Husband's estate for such tax purposes. ~ 6.1.3.2 The Trustee shall thereafter distribute the balance of the trust property to the Settlor's then living issue, per stirpes, with any share allocable to a beneficiary then under the age of thirty (30) years being held in continued trust for the benefit of such beneficiary in accordance with the provisions of Article Seven hereof (the Non-GST Exempt Issue's Trust"); or, ifnone of the Settlor's issue is then living, such assets shall be distributed in accordance with the provisions of Article Eight hereof. ARTICLE SEVEN NON-GST EXEMPT ISSUE'S TRUST ~ 7.1 The Trustee shall have, hold, manage, invest and reinvest the assets of the Non-GST Exempt Issue's Trust, collect the income and ~ 7.1.1 While the beneficiary of the trust (the "Beneficiary") is under twenty-one (21) years of age, the Trustee shall apply to or for the benefit of the Beneficiary so much of the net income and, if the net income is insufficient, so much of the principal of the trust as the Trustee shall from time to time deem necessary or proper for the Beneficiary's health, maintenance, support and complete education, including preparatory, coIIege and graduate education, and professional, vocational or technical training, taking into account other available funds, including the Beneficiary's assets. The Trustee shall annually accumulate -7- I J' any net income not so distributed and add the same to the Principal of the trust property. ~ ~ 7.1.2 After the Beneficiary attains twenty-one (21) years of age, the Trustee shall distribute to or for the benefit of the Beneficiary the net income of the trust in quarter-annual inslallments, or more frequently if the Trustee deems it advisable, and so mnch of the principal as the Trustee shall from time to time deem DecesSllJy or proper for the Beneficiary's health, maintenance, sllpport and complete education, including college and graduate education, and Professioual, vocational Or teehnical tnUning, and to assist the Beneficiary with reasonable Wedding expenses, in the purchase of a principal residence or in the establishment of a profession or husiness considered a good risk by the Trustee, taking into account other available funds, including the Beneficiary's assets. ~ 7.1.3 At any time after the Beneficiary attains twenty-five (25) years of age, the Beneficiary may withdraw such sums as do not exceed one-third (1/3) of the mar:ket value of the principal of the trust as constituted on the Beneficiary's twenty-fifth (25th) birthday, or on the later establishment of the trust ~ 7.1.4 At any time after the Beneficiary attains twenty- eight (28) years of age, the Beneficiary may withdraw such sums as do not exceed one-half (1/2) of the market value of the principal of the trust as constituted on the Beneficiary's lwenty'eighth (28th) birthday, or on the later establishment of the trust. 9 7.1.5 At any time after the Beneficiary attains thirty (30) years of age, the Beneficiary may withdraw any or all of the principal of the trust. ~ 7.1.6 If the Beneficiary dies before the complete tennination of his or her trust, the Trustee shall distribute the property then held in trust for such beneficiary to such persons or entities (including the Beneficiary' s estate), in such amounts and upon such !rusts, telmS and conditions as the Beneficiary by his or her last Will may appoint by sperific reference to this general POWer of appointment. Any property not so appointed sha11 be divided into shares for the Beneficiary's issue then living, per stilpes, or if none, for the issue then living of the parent of the Beneficiary who was a descendant of the Settlor, per stirpes, or if none, for the Settlor's issue then living, per stirpes, and, in all circumstances, with any share allocable to a beneficiary then under thirty (30) years of age -8- . , .)1(;i;.o j "- - -------- lJQC ao q!i1.n.lr,;-:w::; r:; : 'r,'.' ,....; J .. .:. .. ~". .'), being held in continued trust for the benefit of such beneficiazy in accordance with the provisions of this Article Seven. If the Settlor has no issue then living, such assets shall be distributed in accordance with the provisions of Article Eight hereof. ..~-.....~~.. ~"} ;:;:: .~;...' ----.--.------...----..---.. - "" ARTICLE EIGHT CONTINGENT DISTRIBUTION distributed to the person or persons who wonld be entitled thereto if the Settlor and the Settlor's ~ 8.1 Any assets to be distributed in accordance with this Article Eight shall be Hnsbaod had each died intestate and 1lDOlarried, each seized and J>OSSessed of one-half (112) of such assets, and domiciled in the Commonwealth of Pennsylvania. ARTICLE NINE APPOINTMENT OF FIDUCIARIES hereunder, JONATHAN VIPOND, III shall act as sole Trustee hereunder dwing the life of the ~ 9.1 Upon the resignation or incapaCity of the Settlor to act as a Co-Trustee Settlor. Upon the death of the Settlor, the Settlor appoints the WILMINGTON TRUST COMPANY to serve with JONATHAN VIPOND, III as Co-Trustees of all trusts created hereunder. JONATHAN VlPOND,III shall have the right to resign at any time, for any reason wha1lloever, and shall have the right to designate his successor as Trustee or Co-Trustee by testamentary or inter vivos writing delivered to the then-serving Co-Trustee or, if none, to the then income beneficiarie;; (or their legal guardians) of all trusts created hereunder. In the absence of any such designation having been made by JONATHAN VIPOND, In, upon his resignation, incapacity or death, the Settlor's daughter, LINDA V. HEATH, shall act as individual Trustee -9- . . .t.::" j . .. .~ ~ rr~'. ;(I~ \ ~ ~".: ;~;.~ 'j':~I:f C'" .'0 ',' :. 4 ;..:' or Co-Trustee hereunder in his stead. Any individual Trustee or Co-Trustee then serving shall .----.----.-.--.--.. '-".. . "' -.-..---.--.--. _. '. have the right to resign, for any reason whatsoever, and shall have the right to designate his or her s~r as Trustee by inter vivos or testamentaIy writing delivered to the then-serving corporate Co-Trustee. In the absence of any such designation having been made by the individual Co-Trustee upon his or her resignation, incapacity or death, the then income beneficiaries of all frusts hereunder (or their legal or natural guardians) shaJI have the right to designate the SUccessor individual Co-Trustee as Trustee by majority vote. Any individual Co;.. Trustee then serving shall have the right from time to time to require the resignation of the COrporate Co-Trustee provided that the individual Co-Trustee shall immediately appoint a successor COrporate Co-Trustee, which shall be a corporate financial institution with fiduciary powers. originally appointed Trustee or the successor Co-Trustees, as the case may be. ~ 9.2 AU references herein to the '.'Trustee" shall mean the then serving ARTICLE TEN POWERS OF FIDUCIARIES security for the faithful perfonnance of the fiduciary's duties. S 10.1 No fiduciary under this Agreement shall be required to give bond or other given by law: S 10.2 Any such fiduciary shall have the following powers, in addition to those -10- , /- ~ ~ 10.2.1 To invest in, accept and retain any real or personal property, including stock of a corporate fiduciary or its holding company, without restriction to legal investments; provided, however, if any property that fonns a part of the principal of the trusts established by Articles Four and Six of this Agreement is unproductive, the Settlor's Husband may at any time and from time to time by a written notice require the Trustee of said trust(s) holding such unproductive property either to make any or all of such property productive or to convert such property within a reasonable time after the Trustee receives such notice; ~ 10.2.2 To sell, exchange, partition or lease for any period of time any real or personal property and to give options therefor for cash or credit, with or without security; ~ 10.2.3 To borrow money from any person including any fiduciary acting hereunder, and to mortgage or pledge any real'or personal property; ~ 10.2.4 To hold shares of stock or other securities in nominee registration fonn, including that of a clearing corporation or depository, or in book entry fonn or unregistered or in such other fonn as will pass by delivery; ~ 10.2.5 To make distributions in cash, or in kind at current values, or partly in each, allocating specific assets to particular distributees on a non-pro rata basis, and for such purposes to make reasonable detenninations of current values; ~ 10.2.6 To tenninate, following the death of the Settlor's Husband any trust created herein, the principal of which is or becomes too small in the Trustee's discretion to make the establishment or continuance of the trust advisable, and to make immediate distribution of the then remaining trust property to the beneficiary then entitled to the income of the trust property or, if there is more than one beneficiary, to the beneficiaries then entitled to the income of the trust property, in proportion to their respective interests therein or, if such interests are not defined, in equal shares to such beneficiaries. The receipts and releases of the distributees wiII tenninate absolutely the right of all persons who might otherwise have a future interest in the trust, whether vested or contingent, without notice to them and without the necessity of filing an account in any court; -11- -. .. . ! ~ ~ 10.2.7 If the Settlor's Executor does not make an election pursuant to Internal Revenue Code Section 2056(b)(7)(B)(v) with respect to all of the assets held in trust under either Articles Four or Six hereof, the respective trust estates thereunder may be divided into separate trusts pursuant to the terms of the election and such division shall be based upon the fair market value of the assets comprising the trust at the time of the division; ~ 10.2.8 To allocate between the trusts established by Articles Four and Six of this Agreement any property that is not includible in the Settlor' s ~state for administration purposes, but which is paid directly to the Trustee and is not otherwise designated for a specific trust, in such shares as the Trustee deems appropriate; provided, however, any portion of such property that does not form a part of the Settlor's gross estate for federal estate tax purposes or generation skipping transfer tax purposes shall be allocated to the trust established by Article Four of this Agreement and shall not be used for the payment of death taxes, debts or administration expenses; ~ 10.2.9 To execute any agreement relating to the disposition or redemption of any business interest that may be a part of the trust estate, whether the same involves a proprietary interest, a partnership interest or stock in a closely held corporation; ~ 10.2.10 To operate or arrange for the operation of any business interest held hereunder, and to join or become a party to, or to Oppose, any reorganization, readjustment, foreclosure, merger, voting trust, dissolution, consolidation or exchange relating to any such business interest; 9 10.2.1 I To engage in litigation and compromise, arbitrate or abandon claims; 9 10.2.12 To determine the apportionment of receipts and expenses, including extraordinary cash dividends, stock dividends, capital-gain dividends of regulated investment companies and proceeds and expenses of the sale of unproductive real estate, between income and principal, such apportionment to be made so as to balance fairly the interests of any income beneficiary and the remaindermen; ~ 10.2.13 To make elections, decisions, concessions and settlements in connection with all income, estate, inheritance, gift or other -12- ) tax returns and the payment of such taxes, without obligation to adjust the distributive share of income or principal of any person thereby affected; ~ 10.2.14 To merge, after the death of the Settlor, any trust " created hereunder with any other trust or trusts created by the Settlor or the Settlor's Husband, under will or deed, if the terms of any such trust are then substantially similar and are held for the primary benefit of the same persons, and if such merger shall not cause any adverse estate, income or generation skipping transfer tax consequences; and ~ 10.2.15 The Settlor's Executor is authorized to allocate any of the Settlor's exemption from federal generation skipping transfer tax under ~ 2631 of the Code to any property as to which the Settlor is the deemed transferor under ~ 2652(a) of the Code, regardless of whether or not the property with respect to which an election or allocation is made is part of the Settlor's probate estate. Any such election or allocation shall be binding upon the Trustee and any beneficiary of any trust created hereunder. The Trustee is authorized to divide any trust created hereunder into two or more separate trusts if such separation, in the discretion of the Trustee, is advantageous to such trust and the beneficiaries of such trust for the purposes of application of the federal generation skipping transfer tax; provided, however, that such separated trusts shall be held, administered and disposed of in accordance with the tenns hereunder as identical trusts in all other respects. ARTICLE ELEVEN BUS~SS~RESTS ~ 11.1 In the event any business interest should be a Trust Asset, whether the same involves a proprietary interest, a partnership interest or stock in a closely-held corporation, either wholly owned, controlled by the Trustee or owned in substantial part by the Trustee, the Trustee is authorized, subject to the tenus of any agreement which the Settlor or the Trustee may have made for the sale of such interest, to continue said business until such time as the Trustee shall deem it advisable to sell, liquidate or distribute the same in kind. With respect to any sale -13- '- i j . or exchange of the stock of any such business interest and in the absence of any such agreement entered into by the Settlor or the Trustee, the Trustee is directed to consider and detennine the appropri~ness of a sale or redemption of such stock in accordance with Section 303 of the Internal Revenue Code to the business entity and a possible deferral of federal estate tax payments under Section 6166 of the Internal Revenue Code. It is the Settlor's desire that, to the extent possible, any such business interest be continued or disposed of only in an orderly manner so as to maximize the proceeds of any disposition. If an election under the foregoing provisions will effect such desire, the Trustee is encouraged to pursue such election if it deems such election also to be in the best interests of the trust(s) created hereunder and the beneficiaries thereof. The Trustee shall have all rights and powers in connection with such business as an owner thereof, including specifically the power at any time and from time to time to operate or to join in the operation of the same as a going concern, to fonn or to refonn a general or limited Partnership, to incolpOrate or to reincorporate and to liquidate or to sell the same or any part thereof as the Trustee deems advisable for the best interests of the trust(s) created hereunder and the beneficiaries thereof without the necessity of any order of court and without any liability for loss resulting from the operation of said business, except when such loss is the result of gross negligence or fraud on the part of the Trustee. -14- r- \, ~ , ) ARTICLE TWELVE DUTIES AND RIGHTS wrrn RESPECT TO POLICIES "' ~ 12.1 The Settlor and the Trustee shall have the following duties and rights with respect to all insurance policies payable to the Trustee (the "Policies"): ~ 12.1.1 The Trustee shall not be obligated to pay any premiwns or assessments on any of the Policies and shall be WIder no obligation with respect to the Policies, except for safekeeping during the Settlor's lifetime and to the extent otherwise expressly agreed to herein. . ~ 12.1.2 With respect to any of the Policies, the Settlor reserves to herself, during her ownership of said Policies and during her lifetime, all rights, payments, dividends, sUlTender values and benefits of any kind which may accrue on accoWIt of any of the Policies, and the right at any time to assign, pledge or use said Policies, or any of them, or to change the beneficiary thereof to borrow money thereon, or for any purpose, without the consent, approval or joinder of the Trustee or any beneficiary hereWIder. It is the intent of the Settlor, with regard to said Policies, that this instrument shall be operative only with respect to the proceeds of such of the Policies as may be due and payable to the Trustee . at the time of the death of the Settlor or thereafter, after deduction of aU charges against the Policies by reason of advances, loans, premiwns, or otherwise; and the receipt of the Trustee for such proceeds shall release the insurance companies from liability on the Policies. ~ 12.1.3 The Settlor agrees and directs that, upon her death, the proceeds of all Policies which are then subject to the terms of this instrument shall be paid in accordance with the directions then set forth in said Policies or the beneficiary designations then attached thereto. If the proceeds of said Policies are payable to the Trustee, the Trustee may institute any proceeding at law or in equity in order to enforce the payment thereof, and may do and perform any and all other acts and things which may be necessary, for the purpose of collecting any sums which may be due and payable WIder the terms of said Policies; it being distinctly WIderstood, however, that the Trustee shall not, except at its option, enter into or maintain any litigation to enforce the payment of said Policies until it shall have been guaranteed indemnification by one or more of the beneficiaries of this instrument to its satisfaction against all expenses and liabilities to which it may, in its jUdgment, be subjected by any such -15- -. . . . action. The Trustee is authorized to compromise and adjust claims arising out of the Policies, or any of them, upon such tenus and conditions as it may deem just, and the decision of the Trustee shall be binding and conclusive upon all parties interested therein. "' ARTICLE THIRTEEN PROVISION FOR TAXES, DEBTS AND EXPENSES expenses of her last illness, funeral, burial and administrative expenses ofher estate and estate . ~ 13.1 The Trustee may pay any of the Settlor's legally enforceable debts, any taxes, inheritance taxes, transfer taxes and other taxes ofa similar nature payable by reason of the Settlor's death to any government or subdivision thereofupon or with respect to any property subject to any such tax, and any penalties thereon, or any portion thereof, in the Trustee's sole discretion, without reimbursement, out of the principal of that portion of Trust Assets disposed of by ~ 3.1.2 hereof, and to the extent such assets are insufficient, from that portion of the Trust Assets disposed of by ~ 3.1.1 hereof; provided, however, that no such debts, expenses, tax, interest and penalties shall be paid from any portion of the Trust Assets elected to qualify for the federal estate tax marital deduction. ARTICLE FOURTEEN REVOCABILITY alter or revoke this instrument in whole or in part; provided, however, that the duties, powers, ~ 14.1 The Settlor may, by instrument in writing delivered to the Trustee, modify, compensation and liability of the Trustee shall not be changed without the written consent of the Trustee. -16- ., ~ ARTICLE FIFTEEN MISCELLANEOUS PROVISIONS ~ 15.1 As used in this Agreement, the term "Internal Revenue Code" shall mean the Internal Revenue Code of 1986, as amended from time to time, or the corresponding provision of subsequent law. ~ 15.2 If the Settlor's Husband and the Settlor die under such circumstances that it is impossible to determine which survived, it shall be conclusively presumed and this Agreement shall be construed as if the Settlor's Husband had predeceased the Settlor. ~ 15.3 Whenever a discretionary distribution of net income or principal is pennittedpursuant to any trust created hereunder, if such distribution may be made in whole or in part to a person who is then a Trustee of such trust, such person may not participate in any way in the decision whether to make such distribution. No Trustee who is under a legal obligation to support a beneficiary of a trust created hereunder shall participate in the exercise of any discretion granted to the Trustee of that trust to distribute net income or principal in discharge of that legal obligation. Furthermore, no Trustee shall enter into any reciprocal arrangement with any'other trustee for the purpose ofindirectIy exercising a power prohibited hereunder. ~ 15.4 Whenever the Trustee is directed to distribute property to or for the benefit of any beneficiary who is under (a) twenty-one (21) years of age, or (b) a legal disability or -17- . . .i . otherwise suffers from an illness or mental or physical disability that would make distribution ~ directly to such beneficiary inappropriate (as determined in the Trustee's sole discretion exercised in good faith), the Trustee may distribute such property to the person who has custody of such beneficiary, may apply such property for the benefit of such beneficiary, may distribute such property to a custodian for such beneficiary, whether then serving or selected and appointed by the Trustee (including the Trustee), under any applicable Uniform Transfers to Minors Act or Uniform Gifts to Minors Act, may distribute such property directly to such beneficiary's estate, or may distribute such property directly to such beneficiary (except if any of the conditions hereinbefore described in (b) apply), without liability on the part of the Trustee to see to the application of such property. This provision shall not in any way Operate to suspend such beneficiary's absolute ownership of such property or to prevent the absolute vesting thereof in such beneficiary. ~ 15.5 Except as otherwise may be provided in this Agreement, during the continuance of any of the trusts created hereunder and thereafter until the property is distributed to and received by any beneficiary hereunder, the principal swns thus held in trust for any beneficiary, respectively, and the income thereof shall not be subject to or liable for any contracts, debts, engagements, liabilities or torts of such beneficiary now or hereafter made, contracted, incurred or committed, but shall be absolutely free from the same, and such beneficiary shall have no power to sell, assign or encumber aJl or any part of the principal sums -18- ...0 . or such beneficiary's interest therein, respectively, or the income thereof, or to anticipate the "' income. ~ 15.6 A corporate fiduciary shall be entitled to receive compensation for its services hereunder in accordance with its schedule in effect when the services are performed, but not in excess of such compensation as would be approved by a court of competent jurisdiction: An individual fiduciary shall be entitled to receive reasonable compensation for such fiduciary's services hereunder. ~ 15.7 Notwithstanding any other provision of this Agreement, upon the expiration of twenty-one (21) years after the death of the last survivor of the group consisting of the Settlor's Husband and the Settlor's issue living at the Settlor's death, the trusts created hereunder shall forthwith terminate and the trust property shall be distributed to the beneficiary then entitled to the income of the trust property or, if there is more than one beneficiary, to the beneficiaries then entitled to the income of the trust property in proportion to their respective interests therein or, if such interests are not defined, in equal shares to such beneficiaries. ~ 15.8 This instrument and any trust created hereunder shall be governed by the laws of Pennsylvania and shall have it situs in Cumberland County, Pennsylvania. -19- ,. , , } j . IN WITNESS WHEREOF, the Settlor and the Trustee have hereunto affixed their hands and seals and/or caused this instrument to be duly executed on the date and year first written above. WIlNESS: SEITLOR: dHA/l Lv. 7tUr-;2..ur..) ~.:f.?/ ~ (. <?' .., L/ 7J. ~""J.e~SEAL) Florence N. Vipond CO-TRUSTEES: ()'1A.--' LJ ~ ?/t:~. d./-H"u-..A~ 17. ~~.j- (SEAL) Florence N. Vipond Jonathan Vipond, III (SEAL) -20- "!' . / "' THE FLORENCE N. VIPOND REVOCABLE TRUS1: SCHEnT JLE A WI1NESS: SEDLOR: (J~ W.~ Jt/-cA L~.v' ~. ;/~~(SEAL) Florence N. Vipond CO-TRUSTEES: /7 U4-< "'... ll'.J - fl--r--tJ-::Lp ./\ -/ ~;J~ ~."'Ao.N/JJ. U',..a__"",- (SEAL) Florence N. Vipond t1 Jonathan Vipond, III (SEAL) -21- .. ) '" COMMONWEALTH OF PENNSYL VANIA COUNTY OF n "li-W.THN.f.t'11 & N\be.rltutL ss: On this, the d ul day of 6Lh-bLr . 1998, before me, a notary public, the undersigned officer, personally appeared FLORENCE N. VIPOND, known to me (or satisfactorily proven) to be the person whose name is subscribed to the within instrument, and acknowledged that.)re executed the same for the purposes therein contained. IN WIlNESS WHEREOF, I hereunto set my hand and official seal. . ,~I/It~h Notary blic My Commission Expires: 11114-=- . ".i1h.... _ ~PU8uc "-~flIIlONoNo~:Ot". J (SEAL) -22- .. ' ,~ ,- . . I' COMM.ONWEALTH OF PENNSYL VANIA COUNTYOF~ On this, the JNJ day of ~:h7bty ss: . 1998, before me, a notary public, the undersigned officer, personally appeared JONATHAN VIPOND, III, 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. ~ IdJelU-AhJc Notary P blic My Commission Expires: (SEAL) -23- HBG1; 99986-1