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Home My WebLink About10-20-06 (2) REV-1500 EX + (6-00) OFFICIAL USE ONLY CAPB HpRL EplO CRAC KOTK ES C P o 0 R N R D E E S N T REV-1500 INHERITANCE TAX RETURN RESIDENT DECEDENT FILE NUMBER D E C E D E N T COMMONWEALTH OF PENNSYLVANIA DEPARTMENT OF REVENUE DEPT. 280601 HARRISBURG, PA 17128-0601 DECEDENT'S NAME (LAST, FIRST, AND MIDDLE INITIAL) Fox Jr. John E. DATE OF DEATH (MM-DD-YEAR) 191-26-6707 THIS RETURN MUST BE FILED IN DUPLICATE WITH THE 21-2005-1005 COUNTY CODE YEAR NUMBER SOCIAL SECURITY NUMBER DATE OF BIRTH (MM-DD-YEAR) 10/24/2005 04/01/1913 {IF APPLICABLE SURVIVING SPOUSE'S NAME LAST, FIRST, AND MIDDLE INITIAL) REGISTER OF WILLS SOCIAL SECURITY NUMBER X 1. Original Return 4. Limited Estate X 6. Decedent Died Testate 1 3. (date of death . Remainder Return prior to 12-13-82) 5. Federal Estate Tax Return Required 8. Total Number of Safe Deposit Boxes 2. Supplemental Return 4a. Future Interest Compromise (date of death after 12-12-82) X 7. Decedent Maintained a Living Trust (Attach copy of Will) (Attach copy of Trust) o 9. Litigation Proceeds Received 0 10. Spousal Poverty Credit o 11. Election to tax under Sec. 9113(A) (date of death between 12-31-91 and 1-1-95) (Attach Sch 0) .'tlIi$$~<;~jC:)""I;I$~.E:.<;C:)MPI...E:rI$Q;..ALtl..<;C:)aaE$'C:)"I:)I$"<;E...~..~~F!Q'~"~iA.I....:r.g.!NfC)j:lM~miC:)N.$H~UtlQ.pel:)!aEtrED.~(); NAME COMPLETE MAILING ADDRESS Sue Mauer , Vice-Pres & Trust Officer FIRM NAME (If Applicable) Manufacturers and Traders Trust Com an TELEPHONE NUMBER 213 Market Street, P.O. Box 2961 Harrisburg, PA 17105 71 255-2051 -, 1. Real Estate (Schedule A) (1 ) 200,000.00 2. Stocks and Bonds (Schedule B) (2) None 3. Closely Held Corporation, Partnership or (3) None Sole-Proprietorship C) 4. Mortgages & Notes Receivable (Schedule D) (4) None R 5. Cash, Bank Deposits & Miscellaneous Personal Property (5) 20,732.44 E (Schedule E) .'.. C A 6. Jointly Owned Property (Schedule F) (6) None P 0 en I Separate Billing Requested T 7. Inter-Vivos Transfers & Miscellaneous Non-Probate Property (7) 719,685.80 U L (Schedule G or L) A T 8. Total Gross Assets (total Lines 1-7) (8) 940,418.24 I 9. Funeral Expenses & Administrative Costs (Schedule H) (9) 62,001. 73 0 N 10. Debts of Decedent, Mortgage Liabilities, & Liens (Schedule I) (10) 3,178.49 11. Total Deductions (total Lines 9 & 10) (11 ) 65.180.22 12. Net Value of Estate (Line 8 minus Line 11) (12) 875,238.02 13. Charitable and Governmental Bequests/See 9113 Trusts for which an election to tax has not been (13) made (Schedule J) 14. Net Value Subject to Tax (Line 12 minus Line 13) (14) 875,238.02 C 0 SEE INSTRUCTIONS ON REVERSE SIDE FOR APPLICABLE RATES M T P 15. Amount of Line 14 taxable at the spousal tax U A T rate, or transfers under Sec. 9116(a)( 1.2) 0.00 X .0 0 (15) 0.00 X A T 16. Amount of Line 14 taxable at lineal rate 400,119.01 X .0 45 (16) 18,005.36 I - 0 17. Amount of Line 14 taxable at sibling rate 0.00 X .12 (17) 0.00 N 18. Amount of Line 14 taxable at collateral rate 475,119.01 X .15 (18) 71.267.85 19. Tax Due (19) 89,273.21 20. Copyright (c) 2000 form software only The Lackner Group,lnc. Form REV-1500 EX (Rev. 6-00) " Decedent's Complete Address: STREET ADDRESS 3600 Logan Street Apt. SA CITY Carnp Hill I STATE PA I ZIP 17011 Tax Payments and Credits: 1, Tax Due (Page 1 Line 19) 2. Credits/Payments A. Spousal Poverty Credit B. Prior Payments C. Discount (1) 89,273.21 0.00 85,100.00 4,000.00 Total Credits ( A + B + C) (2) 89,100.00 3. Interest/Penalty if applicable D. Interest E. Penalty Total Interest/Penalty ( D + E) (3) 4. If Line 2 is greater than Line 1 + Line 3, enter the difference. This is the OVERPAYMENT. Check box on Page 1 Line 20 to request a refund (4) 5. If Line 1 + Line 3 is greater than Line 2, enter the difference. This is the TAX DUE. (5) A. Enter the interest on the tax due. (SA) B. Enter the total of Line S + SA. This is the BALANCE DUE. (5B) Make Check Payable to: REGISTER OF WILLS, AGENT "i~" 0.00 0.00 173 . 21 0.00 173.21 :!!:::iijjil!jjlll!Wt!W!Wlllil!!!lllllllll!1!I!I!!!!!W!!!!!!!i!!!!iilii;iijji!!!!i!!!!illl!!!l!!il!!!!!!!!i!!!!i!il!ii!I!!!!!I!I!!!!!!!!!!!!!~!r!i!!!!W!!!!!I!i!!I!i!!!!i!!!!i!!!ii!i!!i!!!!i!!l!i!!l!j!!!W!!!~I!!!i!!i!i!lili!I!:!! PLEASE ANSWER THE FOLLOWING QUESTIONS BY PLACING AN 1. Did decedent make a transfer and: a. retain the use or income of the property transferred; b. retain the right to designate who shall use the property transferred or its income; c. retain a reversionary interest; or . d. receive the promise for life of either payments, benefits or care? 2. If death occurred after December 12, 1982, did decedent transfer property within one year of death without receiving adequate consideration? 3. Did decedent own an "in trust for" or payable upon death bank account or security at his or her death? 4. Did decedent own an Individual Retirement Account, annuity, or other non-probate property which contains a beneficiary designation? IF THE ANSWER TO ANY OF THE ABOVE QUESTIONS IS YES, YOU MUST COMPLETE SCHEDULE G AND FILE IT AS PART OF THE RETURN. :~~I!~~~lil~:~~~I~~~I~~~III~t~~!R.~III:i:.:..' Yes No ~~ D D ~ ~ D [R] Under penalties of perjury, I declare that I have examined this return, including accompanying schedules and statements, and to the best of my knowledge and belief, it is true, correct and complete. Declaration of preparer other than the personal representative is based on all information of which preparer has any knowledge. SIGNATURE OF PERSON RESPONSIBLE FOR FILING RETURN __ ~:;~_f~~~_~;e~_~r~:~~r~ ~~ D~:,/ u/ c , DATE /~/ ~- ) Y) '-~'-t SIGNATURE OF PREPfRER OTHER THAN REPRESENTATIVE ~~ / J 7a~Z.... Manufacturers and Traders Trust Company - - _2.~~ _ _~~~!<_~t; _ ?_t:~~~_t: ~ _ K._ '? = _ _I!<?~_ _2. ~?}-_ _ _ _ _ _ _ _ _ __ Harrisbur&,PA 17105 /t~/t>L/ u"; For dates of death on or after July 1, 1994 and before January 1, 1995, the tax rate imposed on the net value of transfers to or for the use of the surviving spouse is 3% [72 P.S. 9116 (a) (1.1) (i)]. For dates of death on or after January 1, 1995, the tax rate imposed on the net value of transfers to or for the use of the surviving spouse is 0% [72 P.S. 9116 (a) (1.1) (ii)]. The statute does not exempt a transfer to a surviving spouse from tax, and the statutory requirements for disclosure of assets and filing a tax return are still applicable even if the surviving spouse is the only beneficiary. For dates of death on or after July 1, 2000: The tax rate imposed on the net value of transfers from a deceased child twenty-one years of age or younger at death to or for the use of a natural parent, an adoptive parent, or a stepparent of the child is 0% [72 P.S. 9116 (a) (1.2)]. The tax rate imposed on the net value of transfers to or for the use of the decedent's lineal beneficiaries is 4.S%, except as noted in 72 P.S. 9116( 1.2) [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% [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. Copyright (c) 2000 form software only The Lackner Group, Inc. Form REV-1500 EX (Rev. 6-00) I REV-1502 EX + (1-97) SCHEDULE A COMMONWEALTH OF PENNSYLVANIA REAL ESTATE INHERITANCE TAX RETURN RESIDENT DECEDENT ESTATE OF FILE NUMBER John E. Fox Jr. ssg 191-26-6707 10/24/2005 21-2005-1005 All real property owned solely or as a tenant in common must be reported at fair market value. Fair market value is defined as the price at which property would be exchanged between a willing buyer and a willing seller, neither being compelled to buy or sell, both having reasonable knowledge of the relevant facts. Real property which is jointly-owned with right of survivorship must be disclosed on Schedule F. ITEM VALUE AT DATE DESCRIPTION NUMBER OF DEATH 1 3600 Logan Court, Apt. 5-A, Camp Hill, PA - Sale Price 200,000.00 TOTAL (Also enter on line 1, Recapitulation) $ 200,000.00 (If more space is needed, insert additional sheets of the same size) Copyright (c) 1996 form software only CPSystems, Inc. Form REV-1502 EX (Rev. 1-97) REV-1508 EX + (1-97) COMMONWEALTH OF PENNSYLVANIA INHERITANCE TAX RETURN RESIDENT DECEDENT ESTATE OF John E. Fox Jr. SCHEDULE E CASH, BANK DEPOSITS, & MISC. PERSONAL PROPERTY SS1I 191-26-6707 FILE NUMBER 21-2005-1005 10/24/2005 Include the proceeds of litigation and the dale the proceeds were received by the estate. All property jointly-owned with the right of survivorship must be disclosed on Schedule F. ITEM NUMBER 1 10 11 12 DESCRIPTION PP&L Electric Utilities - Reimbursement for putting Service into our Name VALUE AT DATE OF DEATH 99.03 2 Internal Revenue Service - 2005 Federal Individual Income Tax Refund 1,299.00 3 M&T Bank Checking Account 11950582340 590.08 4 PA Department of Revenue - 2005 State Individual Income Tax Refund 643.00 5 Peerless Inc. - Refund on Cancellation of Car Insurance Policy 1I33P M323828 17.25 6 Peerless Inc. - Refund on Cancellation of Homeowner's Insurance Policy 1IPLBM4l3234 79.00 7 Verizon - Refund on Cancellation of Telephone Service 12.13 8 2002 Buick Century - Sale Price 11,300.00 9 Household Effects - Sale Price 4,981. 95 Received from William R. Reed - Pro-rata share of County Taxes (9/15/06 thru 12/31/06) on Sale of 3600 Logan Court, Apt. 5-A, Camp Hill, PA 136.60 Received from William R. Reed - Pro-rata share of Assessments (9/15/06 thru 6/30/07) on Sale of 3600 Logan Court, Apt. 5-A, Camp Hill, PA 1,365.70 Received from William R. Reed - Pro-rata share of Quarterly Expense Assess (9/15/06 thru 9/30/06) on Sale of 3600 Logan Court, Apt. 5-A, Camp Hill, PA 208.70 TOTAL (Also enter on line 5, Recapitulation) $ 20,732.44 (If more space is needed, insert additional sheets of the same size) Copyright (c) 1996 form software only CPSystems, Inc. Form REV-15G8 EX (Rev. 1-97) REV-1510 EX + (1-97) COMMONWEALTH OF PENNSYLVANIA INHERITANCE TAX RETURN RESIDENT DECEDENT ESTATE OF John E. Fox Jr. SCHEDULE G INTER-VIVOS TRANSFERS & MISC. NON-PROBATE PROPERTY SSfl 191- 26 - 6707 10/24/2005 FILE NUMBER 21-2005-1005 This schedule must be completed and filed if the answer to any of questions 1 through 4 on page 2 is yes. DESCRIPTION OF PROPERTY ITEM RELAW8~~~I~ t~'b~~~5~~l~I,.rJ~~~1fIT~EJF t~~I~SFER. DA TE OF DEATH NUMBER ATTACH ACOPYOFTHE DEED FOR REAL ESTATE. VALUE OF ASSET Manufacturers and Traders Trust Company and Ross M. Chrisman, Trustees under Agreement dated December 29, 1995, as amended January 19, 1996, as amended July 2, 1996, as amended September 13, 2001 with John E. Fox, Jr., Settlor. %OF DECD'S EXCLUSION INTEREST (IF APPLICABLE) TAXABLE VALUE 1 227 shares Comcast Corporation Class A New, CUSIP #20030N101 6,227.75 6,227.75 2 100 shares Exxon Mobil Corporation, CUSIP #30231Gl02 5,612.50 5,612.50 3 4,000 shares General Electric Co, CUSIP fl369604103 Accrued Dividend 135,800.00 135,800.00 880.00 880.00 129,448.00 129,448.00 6,397.50 6,397.50 23,364.00 23,364.00 16,543.38 16,543.38 41.51 41.51 (336.93) (336.93 ) (457.32) (457.32) 35,769.37 35,769.37 4 2,200 shares Hershey Company, CUSIP #427866108 5 100 shares Johnson and Johnson, CUSIP #478160104 6 400 shares Kimberly Clark Corp, CUSIP #494368103 7 MTB Money Market-Inst I Fund #420 - Principal Cash Accrued Interest Less Trustee's Fee (10/05-10/24/05) 8 MTB Money Market-Inst I Fund #420 - Income Cash 9 4,130.412 shares MTB Large Cap Stock lnst I Fund #315, CUSIP #55376T692 Total of Continuation Schedule(s) 360,396.04 TOTAL (Also enter on line 7, Recapitulation) $ (If more space is needed, insert additional sheets of the same size) Copyright (c) 1996 form software only CPSystems, Inc. 719,685.80 Form REV-1510 EX (Rev. 1-97) Estate of: John E. Fox Jr. Soc Sec #: 191-26-6707 Date of Death: 10/24/2005 Continuation of Schedule G (Inter-Vivos Transfers & Misc. Non-Probate Property) Item Description of Property # Date of Death % Decd Exclusion Taxable Value Value of Asset Intrst 10 18,142.37 shares MTB PA 184,326.48 184,326.48 Municipal Bond-Inst I Fund #476, CUSIP #55376T288 Accrued Interest 438.39 438.39 11 2,800 shares Pfizer Inc. 59,178.00 59,178.00 CUSIP #717081103 12 2,400 shares PP&L 72,528.00 72,528.00 Corporation, CUSIP #69351TI06 13 292 shares SBC 6,822.58 6,822.58 Communications Inc, CUSIP iJ78387GI03 Accrued Dividend 94.17 94.17 14 1,212 shares Verizon 36,517.56 36,517.56 Communications, CUSIP #92343VI04 Accrued Dividend 490.86 490.86 360,396.04 REV-1511 EX +(1-97) COMMONWEALTH OF PENNSYLVANIA INHERITANCE TAX RETURN RESIDENT DECEDENT SCHEDULE H FUNERAL EXPENSES & ADMINISTRATIVE COSTS ESTATE OF John E. Fox Jr. Debts of decedent must be reported on Schedule I. ITEM NUMBER A. B. SSif 191-26-6707 FILE NUMBER 21-2005-1005 10/24/2005 DESCRIPTION AMOUNT 1 FUNERAL EXPENSES: Country Club of Harrisburg - Funeral Luncheon $550.89 less refune of $250.00 300.89 2 Gingrich Memorials - Cemetery Marker 795.00 3 Hummelstown Cemetery Association - Grave Opening 850.00 Total of Continuation Schedule(s) 8,474.00 1. ADMINISTRATIVE COSTS: Personal Representative's Commissions Name of Personal Representative(s) Manufacturers and Traders Trust Company Social Security Number(s) / EIN Number of Personal Representative(s) Street Address 213 Market Street, P.O. Box 2961 City Harrisburg State PA Zip17l05 10,829.30 Year(s) Commission Paid: 2. 3. Attorney's Fees Keefer, Wood, Allen & Rahal, LLP Family Exemption: (If decedent's address is not the same as claimant's, attach explanation) Claimant Street Address 14,800.00 City Relationship of Claimant to Decedent State Zip 4. Probate Fees 5. Accountant's Fees 6. Tax Return Preparer's Fees 7. 1 Other Administrative Costs AT&T - Utility Expense - Long Distance Charges 11/5-12/04/05 15.15 2 AT&T - Utility Expense - Long Distance Charges 11/28-3/11/06 12.20 3 Cumberland County Register of Wills - Two Short Certificates to File Taxes 8.00 4 Haar's Auction - Commission on Sale of Household Effects 1,245.49 5 Haar's Auction - Commission on Sale of 2002 Buick Century 1,130.00 Total of Continuation Schedule(s) 23,541. 70 TOTAL (Also enter on line 9, Recapitulation) $ 62,001.73 (If more space is needed, insert additional sheets of the same size) Copyright (c) 1996 form software only CPSyslems, Inc. Form REV-1511 EX (Rev. 1-97) Estate of: John E. Fox Jr. Soc Sec #: 191-26-6707 Date of Death: 10/24/2005 Continuation of Schedule H-A (Funeral Expenses) Item if Description Amount 4 Parthemore Funeral Home - Funeral Expense - Cash Advance Items 822.00 5 Parthemore Funeral Home - Funeral Expense 7,652.00 8,474.00 Estate of: John E. Fox Jr. Soc Sec #: 191-26-6707 Date of Death: 10/24/2005 Item # Continuation of Schedule H-B7 (Other Administrative Costs) Description Amount 6 Handyman Matters - Miscellaneous Repairs 3600 Logan Court, Apt. 5-A, Camp Hill, PA 207.33 7 Harrisburg Locksmith Service - Remove and Re-Install Two Locks, Re-keyed Two Cylinders and Keys Made 3600 Logan Court, Apt. 5-A, Camp Hill, PA 103.88 8 Keefer, Wood, Allen & Rahal, LLP - Reimbursment for Probate and Cost of Advertising and Proof of Publication 588.65 9 Logan Lane Condo Association - Association Fees 3,600.00 10 Marie Huber, Treasurer - County Real Estate Tax 3600 Logan Court, Apt. 5-A, Camp Hill, PA 461.64 11 Marie Huber, Treasurer - School Real Estate Tax 3600 Logan Apt. 5-A, Camp Hill, PA 1,724.84 12 Marsh Advantage America - Liability Coverage 3600 Logan Court, Apt. 5-A, Camp Hill, PA 29.00 13 Marsh Advantage America - Property Insurance (Fire) 3600 Logan Court, Apt. 5-A, Camp Hill, PA 21.00 14 Marsh Advantage America - Pro-rated Premium 1/1/06 - 9/15/06 3600 Logan Court, Apt. 5-A, Camp Hill, PA 116.00 15 Mark Heckman Real Estate Appraisers - Appraisal of Real Estate 400.00 16 PPL Electric Utilities - Utility Expense 10/13-11/11/05 103.36 17 PPL Electric Utilities - Utility Expense 11/11-12/13/05 128.10 18 PPL Electric Utilities - Utility Expense 12/13-1/13/06 168.45 19 PPL Electric Utilities - Utility Expense 1/13-2/15/06 122.33 20 PPL Electric Utilities - Utility Expense 2/10-3/14/06 99.03 21 PPL Electric Utilities - Utility Expense 3/14-3/23/06 120.92 22 PPL Electric Utilities - Utility Expense 3/23-4/12/06 34.36 23 PPL Electric Utilities - Utility Expense 4/12-5/12/06 29.85 Estate of: John E. Fox Jr. Soc Sec #: 191-26-6707 Date of Death: 10/24/2005 Item # Continuation of Schedule H-B7 (Other Administrative Costs) Description Amount 24 PPL Electric Utilities - Utility Expense 5/12-6/13/06 20.97 25 PPL Electric Utilities - Utility Expense 6/13-7/13/06 18.79 26 PPL Electric Utilities - Utility Expense 7/13-8/11/06 20.03 27 PPL Electric Utili ties - Utility Expense, - Final Bill 23.41 28 Shelvin Maintenance Service - Carpet Cleaning 3600 Logan Court, Apt. 5-A, Camp Hill, PA 503.50 29 Verizon - Telephone Service 11/10-12/09/05 42.39 30 Verizon - Telephone Service 12/10-1/09/06 29.31 31 Verizon - Telephone Service 1/10-2/09/06 25.56 32 Zimmerman Plumbing and Heating - Planned Maintenance Agreement 159.00 33 Coldwell Banker Homesale Services Group - Commission on Sale of 3600 Logan Court, Apt. 5-A, Camp Hill, PA 12,000.00 34 Coldwell Banker Homesale Services Group - Transaction Fee on Sale of 3600 Logan Court, Apt. 5-A, Camp Hill, PA 195.00 35 Record of Deeds - Recording of Deed on Sale of 3600 Logan Court, Apt. 5-A, Camp Hill, PA 2,000.00 36 AHS - Home Warranty on Sale of 3600 Logan Court, Apt. 5-A, Camp Hill, PA 445.00 23,541.70 REV-1512 EX + (1-97) COMMONWEALTH OF PENNSYLVANIA INHERITANCE TAX RETURN RESIDENT DECEDENT ESTATE OF John E. Fox Jr. SCHEDULE I DEBTS OF DECEDENT, MORTGAGE LIABILITIES, AND LIENS SSiI 191-26-6707 FILE NUMBER 21-2005-1005 10/24/2005 Include unreimbursed medical expenses. ITEM NUMBER 1 10 11 12 DESCRIPTION AFS Giant Carlisle Pharmacy - Prescription Drug Expense AMOUNT 17.85 105.47 63.00 69.67 360.00 590.00 110.00 573 . 80 210.00 594.00 84.70 Fee 400.00 2 Aho1d Financial Services - Balance due 3 American Home Medical Equipment - Medical Expense 4 AT&T - Long Distance Charges 10/5-11/04/05 5 Carol Rudy - Wages 10/22-10/26/05 6 Elaine Peffer - Wages 10/16-10/20/05 7 Elaine Peffer - Wages 10/23/05 8 Home-Aid, Inc. - Medical Expense 10/2-10/23/05 9 Judy the Snyder - Wages 10/22-10/23/05 Naoma Jane Campbell - Cleaning Services 9/05 &-10/05 Naoma Jane Campbell - Reimbursement for Car Inspection Thomson Fast Tax - 2005 Individual Income Tax Preparation TOTAL (Also enter on line 10, Recapitulation) $ 3,178.49 (If more space is needed, insert additional sheets of the same size) Copyright (c) 1996 form software only CPSystems, Inc. Form REV-1512 EX (Rev. 1-97) REV-1513 EX + (9-00) COMMONWEALTH OF PENNSYLVANIA INHERITANCE TAX RETURN RESIDENT DECEDENT SCHEDULE J BENEFICIAR IES ESTATE OF John E. Fox Jr. 10/24/2005 SS1f 191- 26 - 6707 NUMBER I. RELATIONSHIP TO DECEDENT Do Not List Trustee(s) NAME AND ADDRESS OF PERSON(S) RECEIVING PROPERTY TAXABLE DISTRIBUTIONS [include outright spousal distributions, and transfers under Sec. 9116(a)(1.2)] Manufacturers and Traders Trust Company and Ross Miner Chrisman, Trustees under Agreement dated December 29, 1995, as amended January 19, 1996, as amended July 2, 1996, as amended September 13, 2001 with John E. Fox, Jr. Settlor 1 Ross Miner Chrisman Harris Estates 9 Gregg Drive Se1ingsgrove, PA 17870 Step-Son FILE NUMBER 21-2005-1005 AMOUNT OR SHARE OF ESTATE Entire Residue 92% of 1/2 share of Residue ENTER DOLLAR AMTS. FOR DISTRIBUTIONS SHOWN ABOVE ON LN. 15 THRU 18, AS APPROPRIATE, ON REV 1500 COVER SHEET II. NON- TAXABLE DISTRIBUTIONS: A. SPOUSAL DISTRIBUTIONS UNDER SEC. 9113 FOR WHICH AN ELECTION TO TAX IS NOT BEING MADE B. CHARITABLE AND GOVERNMENTAL DISTRIBUTIONS TOTAL OF PART II - ENTER TOTAL NON-TAXABLE DISTRIBUTIONS ON LINE 13 OF REV 1500 COVER SHEET $ (If more space is needed, insert additional sheets of the same size) Copyright (c) 2000 form software only The Lackner Group, Inc. 0.00 Form REV-1513 EX (Rev. 9-00) Estate of: John E. Fox Jr. Sac Sec #: 191-26-6707 Date of Death: 10/24/2005 Item # Continuation of Schedule J, Part I (Taxable Bequests) Name and Address of Beneficiary Relationship Amount or Share of Estate 2 Neil Chrisman, III 112 Hickory Hill Road Pittsburgh, PA 15238 Step-Son 8% share of 1/2 share of Residue Lida S. Gerhardt a/k/a Eliza F. Gerhardt (Disclaimer dated February 28, 2006) Sister 3 Her Issue: Eliza W. Granlund 5111 Pinetree Lane New Bern, NC 28562 1/2 share of Cash Bequest per disclaimer dtd 2/28/06 by Lida S. Gerhardt 25,000.00 Niece 4 John F. Gerhardt 4060 Springer Way Apt. 311 East Lansing, MI 48823 Nephew 1/2 share of Cash Bequest per disclaimer dtd 2/28/06 by Lida S. Gerhardt 25,000.00 5 Eliza W. Granlund 5111 Pinetree Lane New Bern, NC 28562 Niece 25,000.00 Cash Bequest 1/4 of 1/2 share of Residue 6 John F. Gerhardt 4060 Springer Way Apt. 311 East Lansing, MI 48823 Nephew 1/4 of 1/2 share of Residue 7 Charles A. Fox 1019 S. Providence Road Wallingford, PA 19086 Nephew 1/4 of 1/2 share of Residue 8 Susanna F. Riker 8 Foxcrest Drive Carlisle, PA 17013 Niece 1/4 of 1/2 share of Residue '" . . ~ . · '" ,,~."-" . ';:~~~ ,i~;i. ":: ~.;;.,;.." 0 'F" "'P'_'~"";' ?i, , ~~_.? u...~ WILL of JOHN E. FOX, JR. I, JOHN E. FOX, JR., having my domicile in the County of Cumberland, State of Pennsylvania, revoke my prior Wills and Codicils and declare this to be my Will: Article I. Family Information. A. I am married to Katharine C. Fox ("Katharine"). Article ll. Appointment of Fiduciaries. A. I appoint Dauphin Deposit Bank and Trust Company and Katharine as Co- Executors hereunder. If ever Katharine is unable or unwilling to serve, or continue so serving, no successor shall be appointed to serve in her place. B. Provisions governing the compensation of executors and the appointment of executors by persons other than myself appear elsewhere in this Will. Article III. Real Property. A. I give my usual principal residence to my wife if she survives me. B. I direct my Executors to sell any other real property that was used by me as a personal residence if it is not ~therwise effectively disposed of hereunder and my Executors determine that I would not wish to have the residence preserved for my residuary estate, and to add the proceeds of sale to my estate generally. Article IV. Powers of Appointment. I declare that I do not by this Will intend to exercise any power of appointment. Article V. Residue. A. I give my residuary estate, real and personal, wherever located, including any property: mentioned above but not effectively disposed of, to the Trustees under the Trust Agreement that I have signed today prior to signing this Will, to be disposed of as pro,\,ided in that Trust Agreement, including any amendments to it signed after today. If for any reason this gift is invalid but the terms of the trust may be validly incorporated into this Will or otherwise carried out under this Will, then (i) I hereby appoint the Trustees under that Trust Agreement to be trustees under this Will, (ii) I incorporate the provisions of that Trust Agreement into this Will (iii) I give my residuary estate to the Trustees under this Will, and (iv) I direct that my residuary estate shall be disposed of in the manner provided in that Trust Agreement but with the trusts thereby set forth treated as trusts under this Will. 1. I direct my Executors to follow any instructions contained in that Trust Agreement in making any tax election, including but not limited to the allocation of my GST exemption. I direct that the taxes imposed by reason of my death upon property passing under and outside this Will shall be apportioned and paid in the manner provided in that Trust Agreement. Article VI. Payments to Minors. Whenever income or principal becomes distributable (whether by a direction in this Will or by exercise of discretion hereunder) to a person under age 25 (described herein as the "Minor" regardless of the actual legal age of majority), my Executors may make the distribution in one or more of the following ways (or any other way that seems appropriate to my Executors): A. If the Minor is a descendant of mine or my wife, by holding the property in a separate trust for the Minor until the Minor attains age 25. As much of the net income and/or principal of the trust as my Executors may from time to time determine shall be distributed to the Minor for any purpose. Any net income not so distributed shall from time to time be accumulated and added to principal. Upon the attainment of age 25 by the Minor, the property then held in the Minor's trust shall be distributed to the Minor. If the Minor dies before attaining age 25, the property shall be distributed to (1) the Minor's descendants surviving the Minor, per stirpes, or in default thereof (2) if the Minor was a grandchild or more remote descendant of mine, to the descendants then living, per stirpes, of the Minor's nearest ancestor who was a descendant of mine with issue then living, or in default thereof or if the Minor was a child of mine (3) to my descendants then living, per stirpes. B. By distributing the property to a custodian under any state's version of the Uniform Gifts to Minors Act or the Uniform Transfers to Minors Act, including a custodian selected by my Executors. My Executors may select any age for termination of the custodianship permitted under the Act, giving due consideration to selecting age 25 if that is permitted. C. By distributing the property to anyone serving as executor under this Will to hold the same as donee of a power during minority, such donee to have all the powers of an executor under this Will (including the power to apply the property for the Minor) and to be compensated as if the property were a separate trust, but with no duty to account to any court periodically or otherwise. ..' ~' ',. D. By distributing the property to a guardian of the Minor's property. E. By distributing the property to a parent of the :Minor even if the parent does not asswne any formal fiduciary capacity concerning the property. F. By distributing the property directly to the Minor if the Minor has attained the age of fourteen and has the practical capacity to own the type and amount of property in question. My Executors shall be free from any responsibility for the subsequent disposition of the property if it is distributed of in one of the ways specified in this Article. Article VII. Adopted & Non-marital Persons. A person adopted prior to attaining age 18 (but not after) by me or my wife or by a descendant of mine or my wife shall be treated under this Will as a descendant. A biological descendant of mine or my wife shall not be treated as a descendant if surrendered for adoption with the consent of hislher parent who is myself or a descendant of mine or my wife in such manner that an adoptive parent substitutes as parent for the consenting parent. A biological descendant of mine born out of wedlock shall not be treated as a descendant unless and until hislher biological parents marry one another prior to his or her attaining age 18. Under these rules, adoptions and marriages shall not affect prior distributions or other interests that have previously vested in possession, but they shall enable a person to receive distributions from or remainder or other interests in a trust still in existence. When a person is treated or is not treated as a descendant of mine or my wife under these rules, the same treatment shall apply to that person's descendants. To be treated or not treated as a descendant means to be treated or not treated as a descendant of me or my wife and of any intervening descendant of mine. Applicable law shall apply to adopted and non-marital persons to the extent not modified by these rules. Article VIII. Fiduciary Powers. My Executors may, without prior authority from any court, exercise all powers conferred by this Will or by law, including without limitation any Fiduciary Powers Act or other statute of Pennsylvania or any other jurisdiction whose law applies to this Will. My Executors shall have absolute discretion in exercising these powers. In order to fully effectuate the powers of the my Executors, specific reference is now made to Probate, Estates and Fiduciaries Code, 20 Pa. C.S.A. 101, et seq. Except as specifically limited by this Will, these powers shall extend to all property held by my Executors until the actual distribution of the property. The powers of my Executors shall include the following: A. Power in my Executors to pay my debts as soon as practicable in the course of the administration of my estate, and to pay my funeral and burial expenses with.out regard to any limits otherwise imposed by law on funeral and burial expenses. If under law my wife is primarily liable for my funeral or burial expenses or the expenses of my last illness I hereby relieve her of such liability and direct that payment be made from my estate. ~-. ._to.,:. .. ~.;J~~~ii;.-.:': B. Power to payout of my general estate administration expenses incurred in connection with real or tangible personal property located outside of my domicile. C. Power to determine what property is covered by general descriptions contained in this Will. D. Power to make any election available under the tax laws in such manner as my Executors shall determine, even though an executor may have an interest affected by the election, except where an executor is prohibited from participating in the election by another provision of this Will. E. Power to retain any property originally owned by me, and/or to invest and reinvest in all forms of real and personal property, whether inside or outside the United States, including without limitation common trust funds of a corporate executor, mutual funds, partnerships (including a partnership in which an executor is a general or limited partner), and other forms of joint investment (which may but need not be managed by, advised by, or affiliated with an executor), without regard to any principle of law limiting delegation of investment responsibility by executors. F. Power to compromise claims or debts and to abandon or demolish any property which my Executors shall determine to be of little or no value. G. Power to sell property at public or private sale, for cash or upon credit, and to exchange property for other property, and to lease property for any period of time, and to give options of any duration for sales, exchanges or leases. H. Power to join in any merger, reorganization, voting-trust plan or other concerted action of security holders, and to delegate discretionary powers (including investment powers) in entering into the arrangement. 1. Power to borrow from anyone, even if the lender is an executor under this Will, and to pledge property as security for repayment of the funds borrowed, including the establishment of a margin account. No executor shall be personally liable, and any such loan shall be payable only out of assets of my estate. 1. Power without the consent of any beneficiary to distribute in cash or in kind, and to allocate specific assets in satisfaction of fractional shares or pecuniary sums among the beneficiaries (including any trust) in such proportions, not necessarily pro rata, as my Executors may determine, even though an executor has an interest affected by the distribution and even though different beneficiaries entitled to the same sum or share may thereby receive different mixes of assets, possibly with different income tax bases, so long as the fair market value of property on the date of distribution is used in determining the extent to which any distribution satisfies a sum or share. ~,.. ~. s. Power in the Trustees (excluding, however, any interested trustee) to aUUva.L~ receipts and disbursements to income or principal in such manner as the Trustees (excluding, however, any interested trustee) shall determine, even though a particular allocation may be inconsistent with otherwise applicable state law. My Executors shall follow any direction by the Trustees of a trust (excluding, however, any interested trustee) with respect to allocations affecting property passing to that trust. T. Power in the Trustees (excluding, however, any interested trustee) to amortize in whole or in part the premium on securities received or purchased at a premium, or to treat as income the gross return from such securities. I anticipate (but I do not direct) that the Trustees will consider amortization when failure to amortize would result in a substantial impairment of principal. My Executors shall follow any direction given by the Trustees of a trust (excluding, however, any interested trustee) with respect to amortizations affecting property passing to that trust. U. power to continue any business, incorporated or unincorporated, for any period, and to do anthing that I could have done regarding the business, including without limitation the power (i) to invest additional sums in the business whether or not such investment would otherwise be appropriate for fiduciaries and without regard to any duty to diversify investments (ii) to select directors, officers or other employees of the business, and an executor or an officer of a corporate executor or a beneficiary hereunder may act as such director, officer or employee and may receive compensation for doing so (iii) to pay from principal the cost of liability insurance for an executor or beneficiary acting as director (iv) to recapitalize, reorganize or liquidate the business (v) to redeem stock under Sec. 303 of the Code, and the proceeds of any such redemption shall be applied in a manner consistent with the requirements of Sec. 303(b)(3) (vi) to elect deferred payment of estate tax under Sec. 6166 of the Code and/or any corresponding provision of state law, and to charge interest on deferred tax to income or principal, and to consent to the creation of a special lien for deferred tax to be imposed on property of my estate even if the tax is imposed on property passing outside my estate (vii) to sell the business (including a sale to a co-owner even if the co-owner is an executor hereunder) without "testing the market" by solicitation of bids, relying instead on a qualified appraiser. My Executors may exercise these powers despite having individual interests in the business that might conflict with their interests as executor. Article IX. Accountings & Other Proceedings. A. I direct that my estate be subject to independent administration with as little court supervision as the law allows. My Executors shall not be required to render to any court annual or other periodic accounts, or any inventory, appraisal, or other returns or reports, whether required by statute or otherwise. My Executors shall take such action for the settlement or approval of accounts at such times and before such courts or without court proceedings as my Executors shall determine. My Executors shall pay the costs and expenses of any such action or proceeding, .. including but not limited to the compensation and expenses of anomeys ;;U"1d guardians, out of the property of my estate. B. I direct that in any proceeding relating to my estate service upon any person under a legal disability need not be made when another person not under a disability is a party to the proceeding and has the same interest as the person under the disability. The person under the disability shall nevertheless be bound by the results of the proceeding. The same rule shall apply to non-judicial settlements, releases, exonerations, and indemnities. Article X. Various Provisions Regarding Fiduciaries. A. Except to the extent specifically provided otherwise in this Will, references to my Executors shall, in their application to my estate, refer to all those from time to time acting as executors and if two or more executors are eligible to act on a given matter they shall act by majority. B. Individual executors shall receive compensation in accordance with the law of Pennsylvania in effect at the time of payment, unless the executor waives compensation, provided that my wife and descendants shall serve without compensation. A corporate executor shall be compensated by agreement with the individual executors or in the absence of such agreement in accordance with its fee schedule as in effect at the time of payment. I authorize a corporate executor to charge additional fees for services it provides to my estate that are not comprised within its duties as executor, for example a" fee charged by a mutual fund it administers in which my estate invests, or a fee for providing an appraisal, or a fee for providing corporate finance or investment banking services. I also recognize that a corporate executor may charge separately for some services comprised within its duties as executor, for example a separate fee for investing cash balances or preparing tax returns. Such separate or "unbundled" charges shall not be treated as improper or excessive merely because they are added on to a basic fee in calculating total compensation for service as executor. Insurance proceeds and retirement benefits payable to my estate shall not be subject to executor's compensation. C. No executor shall be liable to anyone for anything done or not done by any other executor or by any beneficiary. D. The fact that an executor is active in the investment business shall not be deemed a conflict of interest, and purchases and sales of investments may be made through a corporate executor or through any firm of which a corporate or individual executor is a partner, shareholder, proprietor, associate, employee, owner, subsidiary, affiliate or the like, and property of my estate may be invested in individual securities, mutual funds, partnerships, private placements, or other forms of investment promoted, underwritten, managed, or advised by an executor or such a firm. :.:-..+~:i:~~~...::, :.,".". ~I.i..:...--"'';: ,. ~';.: .',~.'i'...L.~'n" -. ,. - ~~r. E. I authorize my Executors to employ and rely upon advice given by inves'lmem counsel, to delegate discretionary investment authority over investments to investment counsel, and to pay investment counsel reasonable compensation in addition to fees otherwise payable to my Executors, notwithstanding any rule of law otherwise prohibiting such dual compensation. I authorize my Executors to acquire and retain investments that present a higher degree of risk than would normally be authorized by the "prudent person" rule. I do not intend any type of investment, no matter how risky or speculative, to be absolutely prohibited, so long as prudent procedures are followed in selecting and retaining the investment and the investment constitutes a prudent percentage of the trust. My Executors may but need not favor retention of assets originally owned by me. My Executors shall not be under any duty to diversify investments regardless of any principle of law requiring diversification. My Executors may retain and acquire property that does not produce income, subject to any restrictions or qualifications of this power set forth elsewhere in this Will. F. The fact that an executor (or a firm of wIDch an executor is a member or with which an executor is otherwise affiliated) renders legal or other professional services to my estate shall not be "deemed a conflict of interest, and I authorize my Executors to pay fees for such services to such executor or firm without prior approval of any court or any beneficiary and whether or not there is a co-executor to approve such payment. I intend an attorney or other executor who also renders professional services to receive full compensation for both services as executor and the professional services rendered, except as specifically limited by law. G. I direct that the so-called rule against self-dealing shall not apply to an executor who is my wife or a descendant of mine. Except when prohibited by another provision of this Will, such an executor may enter into transactions on behalf of my estate in which that executor is personally interested so long as the terms of such transaction are fair to my estate. For example, such an executor may purchase property from my estate at its fair market value without cou..-rt approval. H. Any executor may delegate to a co-executor any power held by the delegating executor, but only if the co-executor is authorized to exercise the power delegated. A delegation may be revocable, but while it is in effect the delegating executor shall have no responsibility concerning the exercise of the delegated power. Article Xl. Alternate or Successor Fiduciaries. A. Any executor may resign at any time without court approval and whether or not a successor has been appointed. B. Each individual executor (including successors) shall have the right to appoint a successor individual executor by an instrument in writing, such appointment to take effect upon the death, resignation or incapacity of the appointing executor. An appointment may be changed or revoked until it takes effect. If I have named an alternate or alternates to the appointing executor in this Will, the appointment -.' ~,- ~--,- -., :..L":> :;.'''':.{~_'. lo......~j;i".. ._').::'-~:~-';~ ~ .-'- of a successor under this paragraph shall take - . eff"eet only if" and vvhen ~osc: alternates fail to qualify or cease to act. . ,-..-" ~.' .~::'~"".,.;""""~"~ ..~..3i C. The individuals (and any corporation) acting as my Executors may at any time acting unanimously by written instrument appoint an individual or a corporation with fiduciary powers as a co-executor. D. If the office of executor is vacant, and no successor takes office pursuant to any other provision of this Will, an individual or corporation with fiduciary powers may be appointed as executor by my wife if then living and competent, otherwise by a majority of my adult descendants then living and competent. E. An executor may be appointed pursuant to this Article for a limited purpose or to hold only specified powers. Article XII. Exoneration From Security. No executor shall be required to give bond or other security in any jurisdiction, and if despite this exoneration a bond is nevertheless required, no sureties shall be required. Article XIII. Miscellaneous. The following terms used in this Will shall be defmed as follows: A. Whether an individual is a minor or an adult shall be determined under the laws of the individual's domicile at the time in question, except in cases when this Will has specifically defined "Minor" to mean a person under age 21. B. Except when I have specifically provided otherwise, any gift to an individual under this Article shall take effect only if the individual survives me, and no anti- lapse rule shall apply. C. A gift of property under this Article includes my rights under any related insurance policies or the proceeds of such policies. IN WITNESS WHEREOF, I have hereunto subscr~bed my name on thig,.(1~ay of ~Lu.i..'l,j>>-:' 1995. L.S. ~. '_..~'.~J_~ Signed, sealed published and declared by JOI-Il'l" E. FOX, JR., the testator abov,e muned, as and for his last will and testament, in our presence, and we in his presence, and in the presence of each other, have hereunto subscribed our names as witnesses: -', " \/ ~=-I~ ~ ./i.. . -'1,. ~.-/ ~....- . r .'o,. ,.r . J SELF-PROVING AFFIDAVIT (Contemporaneous) C0Mlv10NWEAL TH OF PENNSYL V ANlA ) _ _ ) ss: -I' COUNTY OF JJ;lLu-f..J/LL!'-' ) '.. / , ~ I ( .J. ~e, J?HN, E. F??C, JR., ~.J..' <:.,.: ~) :.:..;:~ ; : . and 71:/), l! II/JJj l./J./t'-)I'jl./'D".u./,/ , the testator and the witnesses, ~espectively, ~hose ~ames are subscribed to the foregoing instrument, being first duly sworn, do hereby declare to the undersigned authority that the testator signed and executed the instrument as his last will and that he had signed willingly and that he executed it as his free and voluntary act for the purposes therein expressed, and that each of the witnesses, in the presence and hearing of the testator, signed the Will as witness and that to the best of each such witness's knowledge the testator was at that time eighteen (18) years of age or older, of sound mind, and under no constraint or undue influence. ~~2' ~Jz( . Jo:m:- F~X, JR_/ \ r. , .... I ! 1 l: i i),'!.. \~tl!.o..... ,d,.~__t;1 iJ, Witness ." 'oIL;., fr.~ k/Jvt~[.A"~ '~J' Wltness Subscribed, sworn to and acknowledged FO~ {R!-,~pe testator, and subsc;ib~d ~Pd h-.'''-J<,,.. ....~-;Iii" and."!.tv,1 ' w~tnesses, t'his -~!1 Y--A- day of AJ. L1Ji..J.Lt'l..--' me by I I' j " . /./, jL,j , U/(Ji/l L/1..>>A/ Notary Public NO"j"ARIAL SEAL SHERYL L SANDERS, Notary Public Harrisburg, PA Dauphin County Commission Ex~'ir~f;.li . 9 i' (1) r ". . ~. , . , . .. ; . . : . . ..~ . l ~ . ,,:,'ii,~~~~~~~~;" ~"_.."_~ ~~.' =_ '-c;~;,..~_~,~ FIRST CODICIL to WILL of JOHN E. FOX. JR. I, JOHN E. FOX, JR., presently a resident of the County of Cumberland, Pennsylvania, declare this to be a First Codicil to my will of December 29, 1995. 1. The following paragraph 1S added to my said Will: I hereby name Ross Miner Chrisman, a son of my wife, as an additional Executor of my Estate, and, if ever he is unable or unwilling so to serve, or to continue so serving, Neil Chrisman III, a son of my wife, shall serve in Ross's place, and if ever neither of the said son's of my wife is ever unable or unwilling to serve, or to continue so serving, no successor shall be appointed to serve in their place. 2. In all other respects my will of December 29, 1995, shall remain in full force and effect. IN WITNESS WhEREOF, First Codicil to my last paper, this R-ru day of I, JOHN E. FOX, JR., set my hand to W~, typewritten on two (2) sheets .rIOJv~' 1,996. 1/ j)(~ 7 (~~~ ~~FOX' 'JRJ~ 1j On the day of , 1996, JOHN E. FOX, JR., declared to us, the undersigned, that the foregoing instrument was 'a First Codicil to his last will, and he requested us to act as witnesses to the same and to his signature thereupon. He thereupon signed this said First Codicil to his last Will in our presence, we being present at the same time. We now, at his this of ~-~........ ~...-.-....--:.:~~~~~-.... -." .._~--- .._~~ ~.~- -~--;---------. request, hereby subscribe our names as witnesses. Each of us further declares that he or she believes this testator to be of sound mind and memory. >t;, j!tbJJt<.f fdUM~jU residing at ~111111'l1UJt Q PA .J. ~k, Pa/ ~J)~ . w~~~l ~ residing at residing at .. . - ~- ..... .. ~ " ;~.:~~~~_:i.~::.~_~;i.~~~~j~'~~~~~;':':'.~7__.-: .jl~~~; COMMONWEALTH OF PENNSYLVANIA COUNTY OF l)c.......ph;,. SS: '\ ," i "'.! :-, JOHN. (the testator), ~h": ~"';"'-.!'\;l' , 'ifIll , and (the witnesses), hose mes are 'signed to the foregoing instrument, being first duly sworn, each hereby declares to the undersigned authority that the testator signed and executed the instrument as a First Codicil to his last Will in the presence of the witnesses and that he had signed willingly, and that he executed it as his free and voluntary act for the purposes therein expressed, and that each of the witnesses, in the presence and hearing of the testator, signed the will as witness and that to the best of his/her knowledge the testator was at that time eighteen years of age or older, of sound mind and under no constraint or undue influence. WITNESS TESTATOR: .Qb~ ~ ? ~_A J E. FOX, JR. () WITNESS: WITNESS: ';6(1.) rlt/jj);/J It tJ.e1:~~J1 1/ I . I Subscribed, sworn to and acknowledged before me by JR.'8 1hj ~~sQat.or, and sUbscr~~d and. sworn f~fore '-^-~~ D~~ ' " il/}} lllb.(tl.1/ ;:Uf;1./v'A~ , the wltnes es, t s u JOHN E. me by , and \q-M FOX, day of -.Jc....V\....."'r u. --' , 1996. J!.~ .Qr:~ J-lt - ~~ , Notary publ ic (SEAL) Notarial Su.\ Antela M. Alonzo, Notuy Public Harrisbllrf,. Dauphin County !w1Y Commission Ex ires O~t. 26. 1996 . . .:~'..~ p'..............,. !.:~___'" '..': .:..~j~:_. ',,,c'" _':1" _~~~" .:' .' , _~. ,'. ' ',_' _,,~, .: .: _. - - - .__ - . ' , ' - ~ '.,0., :~;~~~_ V- .-_""d - - ~_~~~~..~_,..,e. ..._.-.=.,.:S ..~..,.;>..__-., JOHN E. FOX, JR. I, John E. Fox, Jr., presently of Cumberland County, Pennsylvania, declare this to be a First Codicil to my Will of December 29, 1995. 1. I hereby insert the following Article III-I: Article III-I. Specific Bequest of Tangible Personal Property. I bequeath the silver and the desk in the living room of my Camp Hill residence equally to Ross M. Chrisman and Neil Chrisman, III, the son's of my deceased wife, Katharine C. Fox. 2. In all other respects, my Will of December 29, 1995, shall remain in full force and effect. IN WITNESS WHEREOF, I, John E. Fox, Jr., set my hand to the First Codicil to my last Will, typewritten on two (2) sheets of paper, including the self-proving attestation clause and signahlre of witnesses, this 15th, day of August, 2001. I) ~~ i! - ~!r Sh ( . John E.Fox, Jr. Testator t/ ' (SEAL) Witnessed: \ . j -~_... ;t J'C"~{'_,n.',,~ !. ,_ I I J ~l 1- \ . residing at : -I , CL. ,"-, ,t .._~ -1 " (~ \' ! ,.4, -I--- . / ' \....~ / ' ) /.',:,~~'2..' . / residing at . .I I. I ' ,.-J ,t:../::..../),J/).'../ /..,j r~~V:"""""""" I (.:c...- / , ",d.=.~C ,--'-' '." ~~~"",~",,',,","'F' "--""""~~~"""'-' =,.",", ~="'"{'''~''' ',,:"" "'''~''-'"'_ ", ;,..,,, ;_(~'( ," if",;j;;";;""';'~i";i'?~0'~;t,~ COMMONWEAL TH OF PENNSYLVANIA : ss: COUNTY OF DAUPHIN John E. Fox, Jr. (the testator), Stephanie Kleinfelter and Sue Mauery (the witnesses), whose names are signed to the foregoing instrument, being first duly sworn, each hereby declares to the undersigned authority that the testator signed and executed the instrument as his First Codicil to his Will dated December 29, 1995, in the presence ofthe witnesses and that he had signed willingly, and that he executed it as his free and voluntary act for the purposes therein expressed, and that each of the witnesses, in the presence and hearing of the testator, signed the codicil as witness and that to the best of his or her knowledge the testator was at that time eighteen years of age or older, of sound mind and under no constraint or undue influence. WITNESS: TESTATOR: ). 4h' ,~ \.-- '-' ,. . "L. \. ;. ./ ! i A f, ,j) I. 7J '\ I ; \ 1 It..-\._---... \ ,~1-.n); John E. Fox, Jr. ~ WITNESS: . ~ /)} C'<...uJ2/u.- ,/ Subscribed, sworn to and acknowledged before me by John E. Fox, Jr., the testator, and subscribed and sworn to before me by Stephanie Kleinfelter and Sue Mauery, the witnesses, this 15th day of August, 2001. (SEAL) Notarial Seal Adelia M. Gates, Notary Publlc Halrisburg, Dauphln County My Commission Expires Sept. 20. 2004 Member,'PennsyIVaniB. Association at Notaries SECOND AMENDMENT TO AGREEMENT OF TRUST TIllS SECOND AMENDMENT, made, executed and delivered this L3-'fIofSeptember, 2001, is made by JOHN E. FOX, JR., Settlor under the Agreement of Trust dated December 29, 1995 (the "Trust"), between himself as Settlor thereunder, and, AlI:first Trust and Ross Miner Chrisman, as Trustees of the Trust. WITNESSETH: On December 29, 1995, John E. Fox, Jr. executed an Agreement of Trust between himself as Settlor and, his wife, Katharine C. Fox, and Dauphin Deposit Bank and Trust Company, as Trustees (collectively, "Trustees"). On January 19, 1996, John E. Fox, Jr. executed a First Amendment to the Trust, adding his step-son, Ross Miner Chrisman as an additional Trustee of the Trust. On July 2, 1996, John E. Fox, Jr. executed a second First Amendment to the Trust, modifying the remainder beneficiary provisions of the Trust. On, June 8, 2001, Katharine C. Fox, the wife of John E. Fox, Jr. and Trustee of the Trust, died. Whereas, AlI:first Trust, formerly known as Allfirst Bank and FMB Bank, successor by merger to Dauphin Deposit Bank and Trust Company, became and is a Trustee of the Trust. NOW THEREFORE, to avoid any potential future confusion by the misnamed second First Amendment to the Trust and to reaffirm his intentions stated therein, John E. Fox, Jr., as Settlor, hereby restates the second First Amendment to the Trust dated July 2, 1996, in its entirety. Accordingly, in consideration ofthese premises, and the mutual covenants herein contained, John E. Fox, Jr., Settlor of the Trust, and Allfirst Trust and Ross Miner Chrisman, Trustees of the Trust, each, intending to be legally bound hereby agree as follows: ;'~'i.,r .~ .:,.:~.;s.. 1. Under Article XXII of the Trust, John E. Fox, Jr. reserved the right to amend the Trust in whole or in part, and by the within Second Amendment thereto, John E. Fox, Jr. amends the Trust as follows: Article IX.D (on page 7) of Trust is deleted and replaced in its entirety with the following Subsection: . ~~.-~~. E~{~~t~.: .;:-,.~,... D. Pay the other one-half of such balance in the following proportions to the sons of Settlor's wife, per stirpes: ninety-two percent (92%) thereof to Ross Miner Chrisman and, eight percent (8%) thereof to Neil Chrisman, ID. 2. In all other respects, the Trust, as amended by the First Amendment and this Second Amendment, shall remain in full force and effect. ""t.:.'"' .' _t_ c' '." :':.' .. .. - # ..'! -.~ ~. . ".:'::~'~:.'i.::~S::f.:'D~~~ttf~~F<t1~::fz:.~-t1~H~~~t::1t~~-~~~~ <1i!~!'. Wintess: )J1~'~i:tA6 ) l1~uJ l-t. 4. ~ 41 JtUlN E. FOX, JR., as Se 'oj Attest: ALLFIRST TRUST, Trustee o '} 0UL /l/aLJ tJ-k-:y; . viP - 1/J~ dJff ce/v Witness: ,,~a.}\ ~-~\N'(\~_ \ ' ILm.~ Ross Miner Chrisman, Trustee '~::~~;:;' :~~;;\. . :'_.:~.:,:'~_:~:>:.- :'-_.:.':'""::':~.'- ~-?'. .... COM:MONWEAL TH OF PENNSYL V AN1A COUNTY OF ~/)4...d ) ) ) ss: - 'ftI.. I HEREBY CERTIFY that on this ~ day of September, 2001, before me, the - subscriber, a Notary Public in and for the Commonwealth of Pennsylvania, personally appeared JOHN E. FOX, JR., Settlor, personally known to me (or proved to me on the basis of satisfactory evidence) to be the person whose name is subscribed to the foregoing instrument, and acknowledged that the foregoing instrument was executed by JOHN E. FOX, JR., as Settlor, for the purposes therein contained. WITNESS my hand and notarial seal. (SEAL) A1.a~LW~ ~ Notary Public My Commission Expires: NGtarial Seal Notary Public Harrisburg, Dauphin County My Commission Expires Dec. 6, 2004 Member, PeMSylvania AssociatiOn at NotarieS ;_:;,.~~~..:;;. :.~~~~n,iit.~ _. . :.,:".:., ~ '. ,- .... . ,- . .' ~;" .-..~. .. .' _ ., ~~~_~~t~f :..'i"'C-".- . '". -:rt~~i~t~f%1L..:- ;-,---,-:',", FIRST AMENDMENT TO AGREEMENT OF TRUST THIS FIRST AMENDMENT, made, executed and delivered this 2nd of July, 1996, is made by JOHN E. FOX, JR., Settlor under the Agreement of Trust dated December 29, 1995, between himself as Settlor thereunder, and, his wife, Katharine C. Fox, and Dauphin Deposit Bank and Trust Company, as Trustees thereunder, as follows: 1. Under Section XXI of the said Agreement of Trust, the Settlor reserves the right to amend the Agreement of Trust in whole or in part, and by the within First Agreement thereto, the said Agreement of Trust is amended as follows: Article IX.D (on page 7) of said Agreement of Trust is deleted therefrom, and the following Subsection is inserted in place thereof: D. Pay the other one-half of such balance per stirpes to the following persons, as follows: ninety two percent (92%) thereof to Ross Miner Chrisman, and, eight percent (8%) thereof to Neil Chrisman, III, sons of the Settlor's wife. 2. In all other respects, the said Agreement of Trust dated December 29, 1995, as amended by the withid First Amendment thereto, shall remain in full force and effect. IN WIT~~SS WHEREOF, Jorill E, Fox, Jr., has signed this First Amendment, effective the day and year first above written and executed by him on the date set forth below. (: ~ / -.../ . ,_,..-" ( .' '. ~ .--Jof" ( ~ .,J JOHN E. 'FOX,' JR., as Settlor' Dated: f,ol f: :' lr;:;;-(. COMMONWEALTH OF PENNSYLVANIA COUNTY OF ;! ~:)_-'-,~ / .0.' y ss: i ~:\....t... v". I ,'" I HEREBY CERTIFY that on this ,:-')1 (.~! day of .J L( ~U--- , 1996 I before me, the subscriber, a Notary Public in and for the' Comrnbnwealth of Pennsylvania, personally appeared JOHN E. FOX, JR., Settlor, personally known to me (or proved to me on the basis of satisfactory evidence) to be the person whose name is subscribed to the foregoing instrument, and acknowledged that the foregoing instrument was executed by JOHN E. FOX, JR., as Settlor, for the purposes therein contained. WITNESS my hand and notarial seal. (S EAL) ..~ :;' ./]. ,:, , , ./,/). ;' ,,' /'h Notary Public My Commission Expires: i :':',-, , .) " . l:i ,) "7 i ' ~ NOTARIAL SEAL DONNA.J THOMSON. Notary Public Harris~u~g, P/\ Dauphin County My Commis:;i(::l Expires May 31.1997 FIRST AMENDMENT TO TRUST AGREEMENT ~~s AMENDMENT, made, executed and delivered this ~ day of Wl~ ,1996, by and between JOHN E. FOX, JR., an adult individua1 esiding in the County of Cumberland, Pennsylvania, hereinafter called the II Settlor" , AND KATHARINE C. FOX, an adult individual residing in the County of Cumberland, Pennsylvania, hereinafter called the "Trustee", and DAUPHIN DEPOSIT BANK AND TRUST COMPANY, a banking and trust institution with offices located in Dauphin County, Pennsylvania, hereinafter-called the IITrustee". WIT N E SSE T H: WHEREAS, the Settlor desires to continue, but to amend as herein stated, a Trust Agreement entered into by him as Settlor, dated December 29, 1995, with Katharine C. Fox and Dauphin Deposit Bank and Trust Company, as Trustees, and the Trustees are willing to continue serving as the fiduciary hereunder, all on the conditions and terms hereinafter set forth. NOW THEREFORE, in consideration of these premises, and the mutual covenants herein contained, the parties hereto, each intending to be legally bound hereby, do now covenant and agree as follows: 1. Ross Miner Chrisman, a son of the Settlor's wife, shall serve as an additional Trustee under said Trust Agreement, and, if ever he is unable or unwilling so to serve, or to continue so serving, Neil Chrisman III, a son of the Settlor's wife, shall serve in place of Ross, and if ever neither of said two persons is able or willing so to serve, or to continue so serving, no successor shall be appointed to serve in their place. 2. In all other respects, said Trust Agreement, dated December 29, 1995, shall remain in full force and effect. IN WITNESS WHEREOF, the parties hereto, intending to be legally bound hereby, have duly executed this Amendment on this day, month and year first above written. Witness: JJ,Oj~ (SEAL) r" yJJJ p~ !ftr~(h THARINE C. FO, rustee Attest: Dauphin Deposit Bank Trust Company, Trustee By k~ I)?tt~- Vice President and T rJlrt O~f;~er ASSISTANT SECRETARY -~~... ;...~ - ~t!f~ COMMONWEALTH OF PENNSYLVANIA COUNTY OF J)u.v...ph i V'\ ss: ) . ()~ - I HEREBY CERTIFY that on this l..., day of .je.."',""",T"" 19~, before me, the subscriber, a Notary Public in and for ~he commonwealth of Pennsylvania, personally appeared JOHN E. FOX, JR., Settlor, personally known to me (or proved to me on the basis of satisfactory evidence.) to be the person whose name is subscribed to the foregoing instrument, and acknowledged that the foregoing instrument was executed by JOHN E. FOX, JR., as Settlor, for the purposes therein contained. WITNESS my hand and notarial seal. (SEAL) ~~l~' ~ My Commission Expires: Notarial Seal ~ntele. M. Alonzo. Notary Public Harrisburt. Dauphin County My Commission Expires Oct. 26. 1996 COMMON'"..".EALTH OF PENNSYLVANIA COUNTY OF VIl#k;J/ I HEREBY CERTIFY that on this~~~ay 0 , 19 ~~ before me, the subscriber, a Notary P l' in Commonwealth of Pennsylvania, personally appeared , an officer of DAUPHIN DEPOSIT BANK AND TRUST COMPANY, Trustee, a , being authorized to do so, acknowledged that the foregoing instrument was signed on behalf of DAUPHIN DEPOSIT BANK AND TRUST COMPANY, as Trustee, for the purposes therein contained. ss: WITNESS my hand and notarial seal. ~ fjy~/h~~ ota~ Public My Commission Expires: Notarial Seal Mary Ann Anderson, Notary Public Harrisburg, Dauphin County My Commission Expires Oct. 30, 1998 Member. Pennsvlvani? As..~ of Not?ries This Agreement dated the 2frt-i day of l (~E.:I~ 1995 behyeen JOH~ E. FOX, JR., of the County of Cumberland, State of Pennsylvania (described herein as the "Settlor") and the Settlor's wife, Katharine C. Fox, and Dauphin Deposit Bank and Trust Company, as trustees (collectively described herein as the "Trustees") WITNESSETH: WHEREAS, the Settlor desires to create a trust, and WHEREAS, the Trustees are willing to accept the trust hereby created and covenant to faithfully discharge the duties of a trustee hereunder; NOW, THEREFORE, the Settlor hereby transfers property to the Trustees described on Schedule A hereto annexed, IN TRUST, and the Trustees agree to accept the property and to hold, manage and distribute the property under the terms of this Trust Agreement. Article I. Family Information. A. The Settlor is married to Katharine C. Fox. Article II. Trustee Appointments. A. A trustee who is a party to this Agreement shall serve as trustee of each trust under this Agreement except where this Article or some other provision of this Agreement specifically provides otherwise. B. Provisions governing the compensation of trustees and the appointment of trustees by persons other than the Settlor appear elsewhere in this Agreement. Article III. Lifetime Trust. During the Settlor's life, any property held under this Agreement shall be disposed of as follows: A. The Trustees shall distribute to the Settlor as much of the net income and principal of the trust as the Settlor may from time to time direct in writing, and - 1 - ~ ~,,"';:"...... such additional amounts of net income or principal as the Trustees may from time to time determine. B. Any net income not so distributed shall be accumulated and from time to time shall be added to principal. Article IV. Payments After Death. Upon the Settlor's death, the Trustees shall dispose of all property then belonging to the trust, together with all property distributable to the Trustees as a result of the Settlor's death, whether under the Settlor's Will or otherwise (the "trust fund"), as follows: A. If the Settlor's probate estate (excluding income) is insufficient (i) to pay the Settlor's funeral expenses, all claims against the Settlor's estate, the expenses of administering the Settlor's estate, and all death taxes chargeable to the Settlor's estate, and (ii) to satisfy all pre-residuary gifts under the Settlor's Will, the Trustees shall make available to the Settlor's executor, out of the trust fund, such sums as the Settlor's executor shall certify to be required to make good such deficiency. B. The Trustees shall also payout of the trust fund all death taxes chargeable to the trust fund as a result of the Settlor's death and not otherwise provided for in the Settlor's Will, in the manner directed below in the provisions governing payment of death taxes. C. If the Settlor's wife survives the Settlor, and if at the death of the Settlor the Trust owns the condominium property known as No. SA, 3600 Logan Street, Camp Hill, Pennsylvania, ownership of such condominium property shall be transferred and distributed outright and without limitations to the Settlor's wife. D. The Trustees shall dispose of the balance of the trust fund remaining after these payments in the manner provided below. Article V. Formula Gifts for Tax Purposes. - 2 - - ~:.i~.'t,.:::':' This Article contains one or more gifts based upon technical tax-related terms. These terms are defined elsewhere in this Trust Agreement and shall be applied under the law and the facts as they are at the time of the Settlor's death. A. If the Settlor's wife survives the Settlor: 1. The Trustees shall distribute a sum equal to the Settlor's optimum marital deduction to the Trustees of the Marital Trust under this Agreement, to be disposed of under the terms of that trust. B. If the Settlor's wife and the Settlor die simultaneously or under such circumstances that the order of their deaths cannot be determined, she shall be deemed to have survived the Settlor for purposes of this Article. Article VI. Residue. A. The Trustees shall distribute the residue of the trust fund, real and personal, wherever located, including any property mentioned above but not effectively disposed of, as follows: 1. If the Settlor's wife survives the Settlor, to the Trustees of the Family Trust under this Agreement, to be disposed of under the terms of that trust. 2. If the Settlor's wife dies before the Settlor, to the person designated to receive the Family Trust upon the death of the second to die of the Settlor and his wife as hereinafter provided. B. If the Settlor's wife and the Settlor die simultaneously or under such circumstances that the order of their deaths cannot be determined, she shall be deemed to have survived the Settlor for purposes of this Article. Article VII. Marital Trust. The Marital Trust shall have these terms: - 3 - .,~;,;,...""C;7"";!'~_.'~''[ "'O'"~"''''~::a~ ~,::;.,,:;:~,,-:;~~<,"~-'~ ; ":":c-;,- ~~',,- During the Settlor's wife's life: 1. The net income of the trust shall be distributed to the Settlor's wife at least annually. 2. As much of the principal of the trust as the Trustees may from time to time determine shall be distributed to the Settlor's wife for her health, education, support in her accustomed manner of living, or maintenance. 3. As much of the principal of the trust as the Trustees (excluding, however, any interested trustee) may from time to time determine shall be distributed to the Settlor's wife for any purpose. 4. Without limiting the Trustees' discretion, the Settlor wants the Trustees to know that, to the extent consistent with the foregoing, it would not be contrary to the Settlor's intent for the Trustees to regard the needs of the Settlor's wife as more important than those of the Settlor's descendants or any remainderman. 5. The Settlor's wife shall have the right individually in each calendar year, if living on December 31 of that year, to withdraw up to five percent of the principal of the trust. The Settlor's wife may notify the Trustees at any time during the year of her intent to exercise this right in whole or in part, and the right for any year shall lapse if not exercised during that year. For any year in which it would produce a greater possible withdrawal, instead of five percent the limit shall be five thousand dollars ($5,000) reduced to any extent required by the principles of Rev. Rul. 85-88. 6. The Settlor's wife shall have the right to direct the Trustees to make unproductive property productive of income or to convert any unproductive property to property that produces income, within a reasonable time, notwithstanding any provision of this Agreement otherwise authorizing the Trustees to retain unproductive property. The power to allocate receipts and disbursements to income and principal and to amortize premium contrary to applicable state law granted to the - 4 - ~_;~':"'-I~_"'1.'j~,;~-&" - "'.' ~.._,__~_,:..,.',;,,,,,,,,"~~'i!o'.A,';" .... ",",A"""";;-;":;O;;#~~ J " _" .'-' .. Trustees in other parts of this Trust Agreement shall not apply to the Marital Trust. The application of any specific provision of this Agreement shall be controlled by the Settlor's overriding intent that the Settlor's wife have that degree of beneficial enjoyment of the trust property during her life which the principles of the law of trusts accord to a person who is unqualifiedly designated as the life beneficiary of a trust. B. Upon the death of the Settlor's wife: 1. Any increase in death taxes payable upon the death of the Settlor's wife caused by the inclusion of a Marital Trust or a portion of a Marital Trust in her gross estate shall be paid out of the principal of the trust or portion so included, except to the extent that a specific reference to this provision of this Trust Agreement in her will or other controlling instrument provides for payment of such taxes from other sources; and a written statement by her Executors of the amounts thus payable may be accepted as being correct. 2. The balance of the property then held in the Marital Trust shall be paid over to and made a part of the Family Trust C. If the Settlor's wife disclaims all of her interest in the income and principal of the Marital Trust or a portion of the Marital Trust, the disclaimed property shall be paid to the Trustees of the Family Trust under this Agreement to be disposed of under the terms of that Trust. If the Settlor's wife disclaims all of her interest in the income of the Marital Trust or a portion of the income of the Marital Trust, she shall be deemed to have disclaimed her interest in all or a corresponding portion of the principal of the Marital Trust. Article vm. Family Trust. The Family Trust shall have these terms: A. During the Settlor's wife's life: - 5 - 7"~ _'-. -_. .;;:.:;.;..;;;.,.,.r;_:,,;....4.-.:..Jt....' 1. The net income of the trust shall be distributed to the Settlor's wife at least annually. 2. As much of the principal of the trust as the Trustees may from time to time determine shall be distributed to the Settlor's wife for her health, education, support in her accustomed manner of living, or maintenance. 3. As much of the principal of the trust as the Trustees (excluding, however, any interested trustee) may from time to time determine shall be distributed to the Settlor's wife for any purpose. 4. Without limiting the Trustees' discretion, the Settlor suggests (but does not direct) that no distribution of principal be made to the Settlor's wife by the Trustees lllltil the principal of the Marital Trust is exhausted, unless there is a compelling reason to do so. 5. The Settlor's wife shall have the right individually in each calendar year, if living on December 31 of that year, to withdraw up to five percent of the principal of the trust. The Settlor's wife may notify the Trustees at any time during the year of her intent to exercise this right in whole or in part, and the right for any year shall lapse if not exercised during that year. For any year in which it would produce a greater possible withdrawal, instead of five percent the limit shall be five thousand dollars ($5,000) reduced to any extent required by the principles of Rev. Rul. 85-88. 6. Without limiting the Trustees' discretion, the Settlor wants the Trustees to know that, to the extent consistent with the foregoing, it would not be contrary to the Settlor's intent for the Trustees to regard the needs of the Settlor's wife as more important than those of the Settlor's descendants or any remainderman. B. Upon the death of the Settlor's wife, the property then held in the Family Trust shall be distributed as provided in Article IX. - 6 - _...~._---_._-----_..._-- .-'~ -,-'- ~ '. :':"'>;:""'\~~:::"a.~o/.;. c. If the .Settlor's wife ~isc1aims her interest in the income andprinci;r>~au' a portIOn of the Fanuly Trust, the disclaimed property shall be disposed of l!S she had survived the Settlor and died immediately after the Settlor's death. 1. If the Settlor's wife makes a disclaimer limited to her right to mandatory income payments from the Family Trust as to all or a portion of the income of the trust, the disclaimed net income shall be disposed of by the Trustees under terms identical to those that apply to distributions of principal above, and any income not so distributed shall from time to time be accumulated and added to principal. Article IX. Disposition of Family Trust. Upon the death of the second to die of the Settlor and his wife, from the Family Trust the Trustees shall: A. Pay to the Settlor's sister, Lida S. Gerhardt, presently of Baltimore, Maryland, the sum of fifty thousand dollars ($50,000.00), and if she is not then living, per stirpes to her issue who are then living. B. Pay to the Settlor's niece, Eliza W. Granlund, presently of Leesburg, Virginia, the sum of twenty five thousand dollars ($25,000.00) and if she is not then living, per stirpes to her issue who are then living. C. Pay one-half of the balance thereof after paying the amounts for which provision is made in Subsection A and B above, equally and per stirpes to the Settlor's niece, Eliza W. Granlund; the Settlor's nephew, John Fox Gerhardt; the Settlor's nephew, Charles A. Fox; and, the Settlor's niece, Susanne Fox Riker. D. Pay the other one-half of such balance equally and per stirpes to Neil Chrisman, III, and Ross Miner Chrisman, sons of the Settlor's wife. Article X. Separate Trusts for Descendants. - 7 - --.. ._'.. :';-' -- . .. ';_. ~,~.,-,;:',~};'\".-..i~..,. ~~. , , l i , I i I l I ! ~ ~, If any beneficiary under Article IX has not attained thirty years of age when he/she would otherwise be an outright beneficiary hereunder, the share which would otherwise go outright to him!her shall, rather, be held in a separate trust for hislher benefit, as follows: A. During the Beneficiary's life: 1. As much of the net income and principal of the trust as the Trustees may from time to time determine shall be distributed to the Beneficiary for hislher health, education, support in hislher accustomed manner of living, or maintenance. 2. As much of the principal of the trust as the Trustees (excluding, however, any interested trustee) may from time to time determine shall be distributed to the Beneficiary for any purpose, for hislher health, education, support in hislher accustomed manner of living, or maintenance. 3. The Beneficiary shall have the right individually to withdraw all the principal and accumulated income at any time after attaining age thirty. 4. Without limiting the Trustees' discretion, the Settlor wants the Trustees to know that, to the extent consistent with the foregoing, it would not be contrary to the Settlor's intent for the Trustees to regard the needs of the Beneficiary as more important than those of the Beneficiary's descendants or any remainderman. B. Upon the Beneficiary's death, the property then held in hislher trust shall be distributed: 1. To such one or more persons (other than the Beneficiary, the Beneficiary's estate, the Beneficiary's creditors, or the creditors of the Beneficiary's estate) on such terms as the Beneficiary may appoint by a Will specifically referring to this power of appointment; or in default of appointment or insofar as an appointment is not effective, to the Beneficiary's estate. - 8 - ...0. ':"!;:~.~.~~~~~ ~~ fC~7li~ .~.-i.,;~~y.::-~',,,~,-,-:,,-:'-'~ AnY trUSt under this Article still in existence upon the expiration of the maximum duration for trUSts as defmed elsewhere in this Trust Agreement shall thereupon terminate and the remaining trust property shall be distributed to the Beneficiary of the trUSt. Article XI. Maximum Duration of Trusts. The maximum duration for trusts means the longest period that property may be held in trust under this Agreement under the applicable rules governing perpetuities, vesting, accumulations, the suspension of alienation, and the like (including any applicable period in gross such as 21 years or 90 years). If under those rules the maximum duration may be determined (or alternatively determined) with reference to the death of the last survivor of a group of individuals alive on the date of the Settlor's death, those' individuals shall consist of the Settlor's surviving wife, all of the Settlor's descendants living on the date of the Settlor's death, and any surviving spouse of a descendant of the Settlor if both the descendant and the spouse were living on the date of the Settlor's death. This Article shall not apply to a trust created by an exercise of a power of appointment conferred by this Agreement if the exercise is valid under this Agreement and under the applicable rules against perpetuities, accumulations, suspension of alienation, or the like, and such a trust may have different measuring lives than those provided in this Article. In the case of any property the Settlor has appointed to a trust under this Agreement from another trust by exercising a power over the other trust, the date for determining measuring lives with respect to that property shall be the date that the Settlor's power was created (rather than the date of the Settlor's death). Article Xll. Payments to Minors. Whenever income or principal becomes distributable (whether by a direction in this Trust Agreement or by exercise of discretion hereunder) to a person under age 25 (described herein as the "Minor" regardless of the actual legal age of majority), the Trustees may make the distribution in one or more of the following ways (or any other way that seems appropriate to the Trustees): A. By holding the property in a separate trust for the Minor until the Minor attains age 25. As much of the net income and/or principal of the trust as the Trustees may from time to time determine shall be distributed to the Minor for any purpose. Any net income not so distributed shall from time to time be - 9 - . ___ u.'. _.'_ -.- ..-. - .-..-..- ..._.-.~ ~----.'''''''''''''~ . - ....-_.~ .,.'.-.,..- "':.-~-.:>->"'.._.-.. accumulated and added to principal. Upon the attainment of age 25 by the Minor, the property then held in the Minor's trust shall be distributed to the Minor. If the Minor dies before attaining age 25, the property shall be distributed to (1) the Minor's descendants surviving the Minor, per stirpes, or in default thereof (2) if the Minor was a grandchild of the Settlor, or grandchild of the Settlor's wife or more remote descendant of the Settlor or the Settlor's wife, to the descendants then living, per stirpes, of the Minor's nearest ancestor who was a descendant of the Settlor or the Settlor's wife with issue then living, or in default thereof or if the Minor was a child of the Settlor or the Settlor's wife (3) to the descendants of the Settlor and the Settlor's wife then living, per stirpes. Any trust under this paragraph still in existence upon the expiration of the maximum duration for trusts as defined elsewhere in this Trust Agreement shall thereupon terminate and the remaining trust property shall be distributed to the Minor in one of the other ways authorized in this Article. B. By distributing the property to a custodian under any state's version of the Uniform Gifts to Minors Act or the Uniform Transfers to Minors Act, including a custodian selected by the Trustees. The Trustees may select any age for termination of the custodianship permitted under the Act, giving due consideration to selecting age 25 if that is permitted. C. By distributing the property to anyone serving as Trustee under this Agreement to hold the same as donee of a power during minority, such donee to have all the powers of a trustee under this Agreement (including the power to apply the property for the Minor) and to be compensated as if the property were a separate trust, but with no duty to account to any court periodically or otherwise. D. By distributing the property to a guardian of the Minor's property. E. By distributing the property to a parent of the Minor even if the parent does not assume any formal fiduciary capacity concerning the property. F. By distributing the property directly to the Minor if the Minor has attained the age of fourteen and has the practical capacity to own the type and amount of property in question. - 10 - ~,.c ".,' '_J~--~'''~-' - The Trustees shall be free from any responsibility for the subsequent disposition of 1,he property if it is distributed of in one of the ways specified in this Article. Article XlII.Exercise of Powers Created Hereunder. Except where this Trust Agreement specifically provides otherwise, a power of appointment conferred hereunder upon a person in hislher individual capacity (a "non- fiduciary power") may be exercised to confer upon one or more objects of the power in any proportions any lawful estates and interests, whether absolute or in further trust, including further non-fiduciary powers which may be made exercisable in favor of objects or non- objects of the exercised power, or both. A limited power of appointment may be exercised to confer a limited or general power on an object of the exercised power, including a presently exercisable limited or general power. The trustee under an appointment in further trust may be any person not prohibited from serving as trustee under this Agreement and may be given fiduciary powers (including discretionary powers over distributions), exercisable, however, only in favor of objects of the exercised power. A non-fiduciary power exercisable by Will may also be exercised by a written instrument, signed by the powerholder, other than the powerholder's Will, if the powerholder's Will contains a direction that the exercise in the other instrument be honored. Article XIV. Adopted & Non-marital Persons. A person adopted prior to attaining age 18 (but not after) by the Settlor, his wife, or by a descendant of the Settlor or his wife shall be treated under this Trust Agreement as a descendant. A biological descendant of the Settlor or his wife shall not be treated as a descendant if surrendered for adoption with the consent of hislher parent who is the Settlor or his wife or a descendant of the Settlor or his wife in such manner that an adoptive parent substitutes as parent for the consenting parent. A biological descendant of the Settlor or his wife born out of wedlock shall not be treated as a descendant unless and until hislher biological parents marry one another prior to hislher attaining age 18. Under these rules, adoptions and marriages shall not affect prior distributions or other interests that have previously vested in possession, but they shall enable a person to receive distributions from, or remainder or other interests in, a trust still in existence. When a person is treated or is not treated as a descendant of the Settlor or his wife under these rules, the same treatment shall apply to that person's descendantS. To be treated or not treated as a descendant means to be - 11 - .-....--. _.-. ".'.,:- -- ~-~.. ....,;:;...-:....... .- --..-- -..--.- . --.-- _.- -" .----"." -~ ~ :;oo.~~""'-~"''-''~ .'- :...._-...,'.....-~-.-,.... .--'--' :::::-,.:::~,~.._~~~~~ or- not treated as a descendant of the Settlor or his wife and of any intervening ,:' d~..endant of the Settlor or his wife. Applicable law shall apply to adopted and non-marital persons to the extent not modified by these rules. Article XV. Retirement Benefits. The following provisions concern qualified retirement benefits that become distributable to the Trustees under this Agreement (whether directly or through the Settlor's estate) by reason of the Settlor's death. "Qualified retirement benefits" means amounts held in or payable pur,suant to a plan (of whatever type) qualified under Section 401 of the Internal Revenue Code or an individual retirement arrangement under Section 408 of the Code or a tax-sheltered annuity under Section 403 of the Code or any other benefit subject to the distribution rules of Section 401(a)(9) of the Code. A. If retirement benefits are made payable to the Settlor's estate or directly to the Trustees without specifying a particular trust, then: 1. If the Settlor's wife survives the Settlor, any benefit excluded from the Settlor's gross estate shall be allocated to the Family Trust. 2. Subject to that, to the extent there is insufficient other property to satisfy any of the formula gifts for tax purposes, a fractional share (and not a sum, even if the gift is stated as a sum) of the retirement benefits having a value as finally determined for Federal Estate Tax purposes equal to the insufficiency shall be allocated in satisfaction of that gift. 3. The balance of the retirement benefits shall be disposed of in the same manner as the residue of the trUSt fund under this Agreement. B. The Trustees may in the Trustees' absolute discretion exercise any right to determine the manner and timing of payment of retirement benefits that is available to the recipient of the benefits. However, if any retirement benefits are payable to the Marital Trust (whether pursuant to a separate beneficiary designation or pursuant to this Article) the Settlor's wife shall have the right in her individual capacity and in her absolute discretion, exercisable in all events, - 12 - to withdraW from the plan, trUst or account from which the benefits are payable, all the income of the plan, trust or account annually or at more frequent intervals. For this purpose "income" means income as defmed in Sec. 643(b) of the Code determined as if the plan, trust, or account were a separate trust under this Trust Agreement. This right of the Settlor's wife shall take precedence over the right of the Trustees of the Marital Trust to such income and any exercise of the right shall take precedence over any different payout selected by the Trustees of the Marital Trust. The Settlor directs the Trustees of the Marital Trust to take any steps necessary to enable the Settlor's wife to effectively exercise this right. C. The Trustees are authorized to identify and designate the person who, pursuant to the Regulations under Sec. 401(a)(9), is the "designated beneficiary" whose life expectancy may be used to measure payments to any trust. D. If the Settlor's wife survives the Settlor and retirement benefits are distributable to the Trustees either directly or through the Settlor's estate (other than by reason of a disclaimer by the Settlor's wife) the Trustees (excluding, however, any interested trustee) are authorized (but not directed) in the Trustees' absolute discretion to distribute the right to all or part of such benefits outright to the Settlor's wife, or to disclaim all or part of such benefits, and any benefits so disclaimed shall be payable to the Settlor's wife outright, and the Settlor's wife may exercise any right to determine the manner and timing of payments of such distributed or disclaimed benefits that is available to the recipient of the benefits. In exercising this discretionary power, the Trustees may but need not consider solely the needs and desires of the Settlor's wife and not those of any other beneficiary. It is the Settlor's hope that the TrusteeS will consider disuibuting 0[ disclaim'n& if (a) ~~or~I,~ifC'j~.,;~~~~l1.~~}~':c: .' .._'.~,,' L_._I: ts. ...10. an individual ~ ...-;..---.t' aod 'such distribudoa or,'~;;\P;;;;f.,~;;,JX0~i;"~~;~ oc;:lft;U ......."_ ..._..,.. ..._. ." _.. "".",."._._,!I,I_I~~,,,.,,,,,~,,,_~~~~,",,,",,,~,",",-,,,,,,,,,"d;""'''-,",,-''-''---.". disclaimer will help eff_ the rollover, or (b) the distributiOn or diSc\ail1tCr ..:::: will make possible an election to avoid the tax on an eXcess retirement accumulation that would not otherwise be available, but this precatory expression shall not limit the Trustees' absolute discretion, and is not meant to direct a distribution or disclaimer even if one or both of these conditions should exist. - 13 - - .'. ..~_._-_. ." ,,~.......... "'^"lit~~illlI'~~;~~~G::::::::~~: .' "". """'''"''<;"'''''.'_.'':'=.''.';''"'"~"-'.;:- - .. =,Z'"'CT"~~H'"' , .. "':';:"':"j;';,:~ The interpretation and operation of the Trust shall be governed by the laws of the Commonwealth of Pennsylvania. The Trustees may, without prior authority from any court, exercise all powers conferred by this Agreement or by law, including without limitation any Fiduciary Powers Act or other statute of Pennsylvania or any other jurisdiction whose law applies to the Trust. The Trustees shall have absolute discretion in exercising these powers. Except as specifically limited by this Trust Agreement, these powers shall extend to all property held by the Trustees until actual distribution of the property. In order to fully effectuate the powers of the Trustees, specific reference is now made to Probate, Estates and Fiduciaries Code, 20 Pa. C.S.A. 101, et seq. The powers of the Trustees shall include the following: A. Power to determine what property is covered by general descriptions contained in this Trust Agreement. B. Power to make any election available under the tax laws in such manner as the Trustees shall determine, even though a trustee may have an interest affected by the election, except where a trustee is prohibited from participating in the election by another provision of this Agreement. c. Power to retain any property originally owned by the Settlor, and/or to invest and reinvest in all forms of real and personal property, whether inside or outside the United States, including without limitation common trust funds of a corporate trustee, mutual funds, partnerships (including a partnership in which a trustee is a general or limited partner). and other forms of joint investment (~i1ichmay but,occd DOl be managed by,adviscd by, or aUiliatcd with a '~~~1f:~"'~;r~~~>; ,>"<""~"'"' . '. "., ',.' .,.'..... ',',' _,", __,,.~2_';!'....'._""'''''..'~:.-,'.....~r,'...~~':-.,,.---..,...,,_...,;.-~.~'':'''l":-.,,:::-._:,..,.....~,,;,.r..-.<I.,......-.;....,-",,'f~~....~"'_~"'I:........~~~~_: l... ~, * ~r ,~ ::it' :.'; :_~ D. Power to compromise claims or debtS and to abandon or demolish any property which the Trustees shall determine to be of little or no value. E. Power to sell property at public or private sale, for cash or upon credit, and to exchange property for other property, and to lease property for any period of time, and to give options of any duration for sales, exchanges or leases. - 14 - -- -f.:.:~;;..ic".:;,-i.-;';;::~. ,.-'-- _'r -~,_~j::..:.:..~)..:.~~,.1Z;;..-~~:r:-;-..:" p~wer to join in any merger, reorganization, voting-trust plan or other concerted action of security holders, and to delegate discretionary powers (including investment powers) in entering into the arrangement. G. power to borrow from anyone, even if the lender is a trustee under this Agreement, and to pledge property as security for repayment of the funds borrowed, including the establishment of a margin account. No trustee shall be personally liable, and any such loan shall be payable only out of assets of the trust. H. power without the consent of any beneficiary to distribute in cash or in kind, and to allocate specific assets in satisfaction of fractional shares or pecuniary sums among the beneficiaries (including any trust) in such proportions, not necessarily pro rata, as the Trustees may determine, even though a trustee has an interest affected by the distribution and even though different beneficiaries entitled to the same sum or share may thereby receive different mixes of assets, possibly with different income tax bases, so long as the fair market value of property on the date of distribution is used in determining the extent to which any distribution satisfies a sum or share. 1. power to apply to the use of any individual, any property, whether principal or income, that otherwise would or could be distributed directly to such individual. J. Power with respect to any real property (i) to partition, subdivide or improve such property and to enter into agreements concerning the partition, subdivision. improvement, zoning or management of any real estate in which a uust bcreuDdc:r bas an intcrCStand to imposcor~uishrCstric:tions ooany....... ~ .' ",' such real ~ (ii) to sell, exch8nge. lease for 'luy;penod/~~.~~~;.Ot:>:S!:~':~';~:;iS~EA~~\ othef\\ise dispose of such property and to execute any instrument necessary to., .__.~.,..........e"","- do that, and (iii) to charge to principal the net loss incurred in operating or carrying non-income producing real property. K. Power to permit any individual eligible to receive distributions of income fromta trust to occupy any real property or cooperative apartment or use any tangible personal property forming part of the trust upon such terms as the Trustees - 15 - - ~ - .;;;,.,..;0.- .~.....,' ,__->K';';"~:~"f~ shall deem proper, whether rent free or in consideration of the payment of taXes, insurance, maintenance and ordinary repairs, or otherwise. In the case of the Marital Trust, such occupancy and/or use shall be rent free and any other condition shall be consistent with the Settlor's intention that the Settlor's wife have that degree of beneficial enjoyment of the trust property during her life which the principles of the law of trusts accord to a person who is unqualifiedly designated as the life beneficiary of a trust, so that the Settlor's wife's interest is a qualifying income interest for life for purposes of the marital deduction. L. power to employ a custodian, to hold property unregistered or in the name of a nominee (including the nominee of any bank, trust company, brokerage house or other institution employed as custodian), and to pay reasonable compensation to the custodian in addition to any fees otherwise payable to the Trustees, notwithstanding any rule of law otherwise prohibiting such dual compensation. M. power to hold two or more trusts hereunder as a combined fund (allocating ratably to such trusts all receipts from, and expenses of, the combined fund) for convenience in investment and administration; provided that any combination of trusts for this purpose shall not alter their status as separate trusts. N. power to consolidate any trust for a descendant with another trust having identical terms and the same trustee under this Agreement or the Settlor's Will or the Settlor's wife's Will or any Trust Agreement and administer the two as one trUst, provided that each portion of the consolidated trUst shall terminate and vest in possession no later than the date required for the separate trUst from which it came. o. power 10 divide any lrUSl into two or more separate trUSlS and administer them as separate trUStS, either before or after the trUSt is funded, to enable GST exemption to be separately allocated to one of the trusts, or to enable the election under Sec. 2652(a)(3) of the Code to be made separately over one of them, or to otherwise make possible a separate trUSt with a zero inclusion ratio, or because the trusts have different transferors for GST purposes, or for any other purpose. Any such division shaI1 be a division into fractional shares with - 16 - .'~.~,,~,:.~. . each share participating pro rata in income, appreciation, and depreciation to the time of division. Any relevant pecuniary amount (such as the obligation to pay an annuity, or the right to withdraw $5,000) shall be applied pro rata to the separate trusts based on the fractional shares into which they are divided. P. Power to make loans to, and to buy property from, the Settlor's or the Settlor's wife's estate or the trustee of any trust subject to any wealth transfer tax upon either of their deaths, regardless of the fact that one or more or all of the persons serving as trustee hereunder are also serving as a selling or borrowing executor or trustee; provided that such loans shall be for adequate interest and shall be adequately secured and such purchases shall be for fair market value. Q. Power to employ and to rely upon advice given by accountants, attorneys, investment bankers, and other expert advisers, and to employ agents, clerks and other employees, and to pay reasonable compensation to such advisors or employees in addition to fees otherwise payable to the Trustees, notwithstanding any rule of law otherwise prohibiting such dual compensation. R. Power if Dauphin Deposit Bank and Trust Company is unable to serve as trustee in any jurisdiction, in the trustee serving in that jurisdiction, to use Dauphin Deposit Bank and Trust Company as agent to perform any task that may lawfully be performed by such an agent in that jurisdiction, and to pay to Dauphin Deposit Bank and Trust Company such compensation for its services as agent as shall be agreed upon by such trustee and it. S. Power to accept or to decline to accept additions whether made by the Settlor or from some other source. T. Power (excluding. however, any interested trUStee) to alJocate receipts and disbursements to income or principal in such manner as the Trustees (excluding, however, any interested trustee) shall determine, even though a particular allocation may be inconsistent with otherwise applicable state law. U. Power in the Trustees (excluding, however, any interested trustee) to amortize in whole or in part the premium on securities received or purchased at a premium, or to treat as income the gross return from such securities. The - 17 - - ---......- . Settlor anticipates (but the Settlor does not direct) that the Trustees will consider amortization when failure to amortize would result in a substantial impairment of principal. v. power to continue any business, incorporated or unincorporated, for any period, and to do anything that the Settlor could have done regarding the business, including without limitation the power (i) to invest additional sums in the business whether or not such investment would otherwise be appropriate for fiduciaries and without regard to any duty to diversify investments (ii) to select directors, officers or other employees of the business, and a trustee or an officer of a corporate trustee or a beneficiary hereunder may act as such director, officer or employee and may receive compensation for doing so (iii) to pay from principal the cost of liability insurance for a trustee or beneficiary acting as director (iv) to recapitalize, reorganize or liquidate the business (v) to redeem stock under Sec. 303 of the Code, and the proceeds of any such redemption shall be applied in a manner consistent with the requirements of Sec. 303(b)(3) (vi) to elect deferred payment of estate tax under Sec. 6166 of the Code and/or any corresponding provision of state law, and to charge interest on deferred tax to income or principal, and to consent to the creation of a special. lien for deferred tax to be imposed on property of the trust fund even if the tax is imposed on property passing outside the trUSt fund (vii) to sell the business (including a sale to a co-owner even if the co-owner is a trustee hereunder) without "testing the market" by solicitation of bids, relying instead on a qualified appraiser. The Trustees may exercise these powers despite having individual interests in the business that might conflict with their interests as trUStee. 1, ..,-,~',,"~ ~ i._- :,~~ .'}',:.::t"';, ':'t;,~j:t'i'$-':,"-;' ,'[;~_ ':~:.. --:~"~':'';''~~' ~,:~,"~'::';. ::.~'~.'~>.;';"';:i --V'; . "'-:;,;';;.,;: ~" -.-.."... ._.-~ Ar1ide XVIL', ~~Z~~Ij;:~~~~ A. The Settlor diIects 1hat a.t:nist ~ 1>0 SubjCd.iO ~'~~'~7""~- administration with as little court supervision as the law allows. The Trustees shall not be required to render to any court annual or other periodic accounts, or any inventory, appraisal, or other returns or reports, whether required by statute or otherwise. The Trustees shall take such action for the settlement or approval of accounts at such times and before such courts or without court proceedings as the Trustees shall determine. The Trustees shall pay the costs - 18 - , i-i';';':~~~"":;'.~,-;: :.':';:':-~.":"~'~':."'~;_'.' :." :,:.....c illint;J~~~':lj~t'm-'-t ,'; and expenses of any such action or proceeding, including but not limited to the compensation and expenses of attorneys and guardians, out of the property of the trust. The Trustees shall not be required to register any trust hereunder. B. The Settlor directs that in any proceeding relating to a trust hereunder service upon any person under a legal disability need not be made when another person not under a disability is a party to the proceeding and has the same interest as the person under the disability. The person under the disability shall nevertheless be bound by the results of the proceeding. The same rule shall apply to non-judicial settlements, releases, exonerations, and indemnities. Article xvm. Various Provisions Regarding Fiduciaries. A. "Interested trustee" means for any trust a trustee who is (i) a transferor of property to the trust, including a person whose qualified disclaimer resulted in property passing to the trust, or (ii) a person who is or in the future may be eligible to receive income or principal pursuant to the terms of the trust. A trustee described in (i) is an interested trustee only with respect to the transferred property (including income and gain on, and reinvestment of, such property). A person is described in (ii) even if the person's only interest is a remote contingent remainder interest, but is not described in (ii) if the person's only interest is as a potential appointee under a non-fiduciary power of appointment held by another person the exercise of which will take effect only in the future, such as a testamentary power held by a living person. A trustee who is not an interested trustee is a "disinterested trustee". B. Under this Trust Agreement, if two or more separate trusts with the same beneficiaries and same terms are created, either by direction or pursuant to the exercise of discretion, the Settlor intends that the separate trusts may but need not have the same investments and may but need not follow the same pattern of distributions. The Trustees' powers shall be exercisable separately with respect to each trust. C. Except to the extent specifically provided otherwise in this Trust Agreement, references to the Trustees shall, in their application to a trust hereunder, refer to all those from time to time acting as trustees of that trust and if two or more - 19 - _~Ll.. ,. ,0'''''''''''' ' .'.;"''':~''''''''~''=''''''''''''''''''''':'''(<''''''1''f(~ "".' _ trustees are eligible to act on a given matter they shall act by majority. In the exercise of discretion over distributions, if this Agreement provides that cel1ain trustees may participate in distributions limited by an ascertainable standard, while a different set of trustees may participate in distributions for any purpose, if the two sets of trustees (each acting by its own majority) want to distribute the same item of income or principal to different recipients, the distribution desired by the set of trustees participating in distributions for any purpose shaH prevail. D. Individual trustees shall receive compensation in accordance with the law of Pennsylvania in effect at the time of payment, unless the trustee waives compensation, provided that the Settlor's wife and descendants shall serve without compensation. A corporate trustee shall be compensated by agreement with the individual trustees or in the absence of such agreement in accordance with its fee schedule as in effect at the time of payment. The Settlor authorizes a corporate trustee to charge additional fees for services it provides to a trust hereunder that are not comprised within its duties as trustee, for example a fee charged by a mutual fund it administers in which a trust hereunder invests, or a fee for providing an appraisal, or a fee for providing corporate fmance or investment banking services. The Settlor also recognizes that a corporate trustee may charge separately for some services comprised within its duties as trustee, for example a separate fee for investing cash balances or preparing tax returns. Such separate or "unbundled" charges shall not be treated as improper or excessive merely because they are added on to a basic fee in calculating total compensation for service as trustee. E. No trustee shall be liable to anyone forao)1hi.n& dooeor not cJone by any other".,:""""",,,,,,,, trustee or by any beneficimy ..:i.:....:.;:-~r..c'~;~.=~i(:3r~Et'~~;~~E~~".:'~,:'"'C.''''''7'"'''(';~'''.'-''''''''-' "~~::~-~:,/~~;;(~'tX" ,.; ~',_'\' :_.,;:,' '_,~ :~.~.. :.;.:;; ',:\;'::..~.:_';_;:;~':,-' ;.:,~' ..-:'-:;:;~';;:::i,',_:~.:.:.:':;: ,_,_c"~,~""'_.MC..._.,-"",,,,;.+....,. :. "~_<_~~:"":_ ':~~-_:i;;..~I' ":..,.__~~:e.,:,' '-.'-~'," -.-..,. -',. 7f~~;~(:;~.:0:YiE;0:iJ~~_:rXEt~s;j%:;jP '. , '~', -:- :.':' ',:_: ~', .,c_".-' :'_ :'. ',' ",,-.- ,.:" _,'." ._' ,.-' <.-''- .'...., '. .:".-.- ,:-'-:'" ,,','. ~~:,.....--,.. ",,":h<'; F. The fact that a trustee is active in the investment busiriess shall riotbedeeined':~';":"~;::;;~ a conflict of interest, and purchases and sales of investments may be made through a corporate trustee or through any firm of which a corporate or individual trustee is a partner, shareholder, proprietor, associate, employee, owner, subsidiary, affIliate or the like, and property of a trust hereunder may be invested in individual securities, mutual funds, partnerships, private placements, - 20 - . ". "^ ',",:~.._:,.'_'.. "..__.'._'. _. ...~. ..,0,;.:.------"-...., . . ,.: ; -'.' .. -_.~ . -- . -. ..' '-,.:.. ,- Wi4~~~.2'!~.d~;;ii:I'ii;,,~;:~~:c~,~~.::';d;~ " ,'. .-.'. -.', '" ,,-' ".-.. - . . ,.:'~~.~~-;L~_::j,:.~:,:~;,~":~..:::'::'l~;.:~~?,;;:.f~j~r:::;:;~~-;~-:~:~;.-;::.::.::'.:~~ :.,:.~~. ">' ~';" _. '.. i;' "~.~':~-" ,.";~'.. ~,! -:"Y':.'S~~\ ':': :-:~~::r:1~f;j':.:"'7:~1t~.#~t~~1.~~ii;-#.~~~ or other forms of investment promoted, underwritten, managed, or advised by a trustee or such a firm. G. The Settlor authorizes the Trustees to employ and rely upon advice given by investment counsel, to delegate discretionary investment authority over investments to investment counsel, and to pay investment counsel reasonable compensation in addition to fees otherwise payable to the Trustees, notwithstanding any rule of law otherwise prohibiting such dual compensation. The Settlor authorizes the Trustees to acquire and retain investments that present a higher degree of risk than would normally be authorized by the "prudent person" rule. The Settlor does not intend any type of investment, no matter how risky or speculative, to be absolutely prohibited, so long as prudent procedures are followed in selecting and retaining the investment and the investment constitutes a prudent percentage of the trust. The Trustees may but need not favor retention of assets originally owned .by the Settlor. The Trustees shall not be under any duty to diversify investments regardless of any principle of law requiring diversification. The Trustees may retain and acquire property that does not produce income, subject to any restrictions or qualifications of this power set forth elsewhere in this Agreement. H. The fact that a trustee (or a firm of which a trustee is a member or with which a trustee is otherwise affiliated) renders legal or other professional services to a truSt hereunder shall not be deemed a conflict lof interest, and the Settlor authorizes the TrusteeS to pay fees for such services to such truStee or firm ~itbc>1J!~~~.appC)ya1 of any court or any beneficiary and whether or not there is' ,. ..' .. ....~~~~~;~.~~~~a~orI.,~~Si~ a~.~~;.,~~.:'... or diredS that tbc~~lcdrute'ag;i~"self:&81i~g's~I'n~fapplY'tO a trUStee who is the Settlor's wife or a descendant of the Settlor. Except when prohibited by another provision of this Trust Agreement, such a trustee may enter into transactions on behalf of a trust hereunder in which that trustee is personally interested so long as the terms of such transaction are fair to the - 21 - i/;:.~:t7-'-O;';-"'';':';: -,--",-- ~- trust. For example, such a trustee may purchase. r'roperty from the trust at its fair market value without court approval. J. If the Settlor has given the Trustees discretion concerning distributions of income or principal the Settlor intends that discretion to be absolute and uncontrolled, and subject to correction by a court only if the Trustees should act utterly without reason, or in bad faith, or in violation of specific provisions of this Trust Agreement. If the Settlor has set forth general guidelines (as opposed to directions or dollar limits) for the Trustees in making distributions, the Settlor intends those guidelines to be merely suggestive and not to create an enforceable standard whereby a distribution could be criticized or compelled. It is the Settlor's strong belief that the Trustees will be in the best position to interpret and carry out the intentions expressed herein under changing circumstances. This paragraph shall not, however, apply to any standards framed in terms of health, education, support (including support in an accustomed manner of living) or maintenance, as the Settlor intends those words to create an ascertainable standard for federal tax purposes when applied to a trustee's power or a power held individually, although even in those cases the Settlor wants the holder of the power to have as much discretion as is consistent with that intent. K. Notwithstanding any other provisions of this Trust Agreement, each trustee is prohibited from making, voting on, or otherwise participating in any discretionary distribution of income or principal from a trust that would discharge or substitute for a legal obligation of that trustee, including the obligation to support a beneficiary of the trust. Subject to that, in exercising discretion over distributions, the Trustees may consider, or may disregard, other resources available to any beneficiary. L. Unless the Settlor has specifically provided otherwise, and subject to any ascertainable standard governing its exercise, the Trustees' discretionary power to distribute income or principal includes the power to distribute all of such income and/or principal to one or more members of a class to the exclusion of others whether or not the terms of the trust specifically mention that possibility. - 22 - W~~~~'r.!'f~'-'-"lv~l~'IJI''1;"- M. A nus,ee may irrevocably release ooe 0< mo", pow,,, held by the trustee while retaining other powers. N. Any trustee may delegate to a co-trustee any power held by the delegating trustee, but only if the co-trustee is authorized to exercise the power delegated. A delegation may be revocable, but while it is in effect the delegating trustee shall have no responsibility concerning the exercise of the delegated power. Article XIX.Alternate or Successor Fiduciaries. A. Any trustee may resign at any time without court approval and whether or not a successor has been appointed. B. Each individual trustee (including successors) shall have the right to appoint a successor individual trustee by an instrument in writing, such appointment to take effect upon the death, resignation or incapacity of the appointing trustee. An appointment may be changed or revoked until it takes effect. If the Settlor has named an alternate or alternates to the appointing trustee in this Agreement, the appointment of a successor under this paragraph shall take effect only if and when those alternates fail to qualify or cease to act. C. The individuals (and any corporation) acting as the Trustees may at any time acting unanimously by written instrument appoint an individual or a corporation with fiduciary powers as a co-trustee. ! I i J !. D. If the office of trustee of a trust is vacant, and no successor takes office pursuant to any other provision of this Trust Agreement, an individual or corporation with fiduciary powers may be appointed as trustee by the Settlor's wife if then living and competent, otherwise by a majority of the Settlor's adult descendants then living and competent. E. The separate trusts hereunder may have different trustees pursuant to these provisions. F. In the event that the sole trustee of a trust is a beneficiary of the trust, the Settlor intends that the trustee may appoint but shall not be required to appoint - 23 - ~,"__~~;,;.::,,::__.~':;i2::":~~ .,.......~._,..~..,!.':.~ir"~';n..".:;.:.i'!c~--~.. ~~~i~~~~~~ii?~~~~:~3i~~~~~i~t.~{~~~~;~fJ)E - a co-trustee as provided herein. The Settlor does not intend that a beneficiary's interest be merged or converted into a legal life estate or estate for years because the beneficiary is the sole trustee, but if despite this expression of intent that would happen under applicable law, then a co-trustee shall be appointed in preference to such merger or conversion. G. A trustee may be appointed pursuant to this Article for a limited purpose or to hold only specified powers. Article XX. Exoneration From Security. No trustee shall be required to give bond or other security in any jurisdiction, and if despite this exoneration a bond is nevertheless required, no sureties shall be required. Article XXI. Other Definitions. The following terms used in this Trust Agreement shall be defmed as follows: A. Vlhether an individual is a minor or an adult shall be determined under the laws of the individual's domicile at the time in question, except in cases when this Trust Agreement has specifically defined "Minor" to mean a person under age 25. B. References to the "Internal Revenue Code" or "Code" or to provisions thereof are to the Internal Revenue Code of 1986, as amended at the time in question. References to the "Regulations" are to the Treasury Regulations under the Code. If by the time in question a particular provision of the Code has been renumbered, or the Code has been superseded by a subsequent federal tax law, the reference shall be deemed to be to the renumbered provision or the corresponding provision of the subsequent law; unless to do so would clearly be contrary to the Settlor's intent as expressed in this Trust Agreement, and a similar rule shall apply to references to the Regulations. C. "Gross estate" means the Settlor's gross estate as determined for Federal Estate Tax purposes (or for state death tax purposes where relevant). - 24 - ~la~~~~dr~~~~jj;.i,~:_":~"'~:: . - - ._,_ ...., _~.~... .~ u_ _______~_.;~-:--,J,'-....~~:.;i,:,,;;'.:;::~:;;;:;.~?~>; D. The technical tax-related term determining the formula gift for tax purposes shall be defined as follows: 1. The Settlor's "optimum marital deduction" means the amount necessary to reduce the Settlor's Federal Estate Tax to the lowest possible amount. 2. This amount and the resulting formula gift shall be calculated using final Federal Estate Tax values and the calculations shall take account of all non-deductible items entering into the calculation of the Settlor's Federal Estate Tax, which include (for example) the Settlor's adjusted taxable gifts during life, non-deductible gifts under or outside this Trust Agreement, state death taxes, some administration expenses not allowed as estate tax deductions, as well as all deductible items, which include (for example) gifts under or outside this Trust Agreement that qualify for the marital or charitable deduction, and some administration expenses allowed as estate tax deductions. However, in making the calculations it shall be assumed that an election is made by the Settlor's Executors to qualify all eligible property (other than the Family Trust) for the marital deduction regardless of what election is in fact made by the Settlor's Executors. The calculations shall take into account all available subtractions and credits against the Federal Estate Tax (other than a credit for previously taxed property that results from a death subsequent to the Settlor's death), except that no credit shall be taken into account that does not reduce the Federal Estate Tax to zero or the lowest possible amount, and if the only credits that can do that are the unified credit and the credit for state death taxes, the credit for state death taxes shall not be taken into account if the state imposes only a tax equal to that credit. The calculations shall be made before giving effect to any disclaimer. The Settlor recognizes that some of these amounts may be zero, may be affected by changes in the law before the Settlor's death and by the Trustees in exercising certain tax elections (for example, the selection of the valuation date and the deduction of some administration expenses), and will be affected by some items (for example, state death taxes and some administration expenses not allowed as estate tax deductions) even though such items may initially be payable from the trust fund generally. - 25 - ,_,~"--"-__M:""_ .J~w~~~~.r~:,'::'~'-."j'_:_;,>~:~,::":.",-~",,::,-"~ r--~' '~G,j~-'-; V -'rl" . Artie AXIl. Revocability of Trust & R .uS Reserved. The Settlor reserves the following rights, each of which may be exercised whenever 'and as often as the Settlor may wish: A. The right by an acknowledged instrument in writing to revoke or amend this trust agreement in whole or in part. B. The right to remove any trustee and appoint substitute, additional or successor trustees. C. The right to approve the Trustees' investment decisions, and such approval shall bind all other beneficiaries. If the Settlor is aware of an investment decision and does not object to it, the Settlor shall be deemed to have approved it. D. The right from time to time to approve of the Trustees' conduct (whether in connection with an accounting by the Trustees or without an accounting), and the Settlor's approval shall bind all other beneficiaries. E. All rights the Settlor may have as the owner of any insurance policies payable to the Trustees. - 26 - J IN \VITNESS WHEREOF, the Trustees and the Settlor have signed this Agreement, effective the day and year first above written and executed by each of them on the dates set forth below. Dated: \:'\~(J^J0o Jq I q q~ jJ J 7' E. FOX, JR., as et T .. Dated:j1t- Ir,j~;"/l ~ ~ \ y q t; ~ . , azt~ (.fry THARINE C. FOX, as Trustee DAUPlllN DEPOSIT BANK. AND TRUST COMPANY, as Trustee ATTEST: / Bv'LA/: oJ .. -1.--. ~../.- ~ ..'/" ) .' / . By: ~/LU. /} 1 ~2y ,r' Vice Pre$ider:t and Trust Onu:er Title: TitleASSIST ANT SECRETARY Dated: //:X'S/Y(p Dated: {,6f" - 27 - '~,.'''.- ;.-.",.i-:'~"" .'~-----'- -.. COMMONWEAL TH OF PENNSYLVANIA COUNTY OF i2tu~~i , ) ) ss: ) I HEREBY CERTIFY that on thisJ;#l.... day of ~,,'-~ ,191 r-, before me, the subscriber, a Notary Public in and for the Commonwealth of Pennsylvania, personally appeared JOHN E. FOX, JR., Settlor, personally known to me (or proved to me on the basis of satisfactory evidence) to be the person whose name is subscribed to the foregoing instrument, and acknowledged that the foregoing instrument was executed by JOHN E. FOX, JR., as Settlor, for the purposes therein contained. WITNESS my hand and notarial seal. (SEAL ) Ltf ,S{ j(JW~ . Notary Public My Commission Expires: NOTARIAL SEAL SHERXL. L. SAt~DERS, Notary pubrlC HarnSDlJrg, PA Dauphin County My Commission Expires Aug. 19. 1999 - 28 - : ;-~ . ~ ~~ -~-~~-~~i~~~~~~'~~!~~~, COUNTY OF COMMOIDlEll-LTH OF PENNSYLVANIA TJ Jlr!////!// ss: I HEREBY CERTIFY that on this , 19~~~, before me I the subscriber, a Notar Commonweal th of Pennsylvania, personally appeared , an officer of DAUPHIN DEPOSIT BANK AND TRUST COMPANY, Trustee, Q, being authorized to do so, acknowledged that the foregoing instrument was signed on behalf of Dl~UPHIN DEPOSIT BANK AND TRUST COMPANY, as Trustee, for the purposes therein contained. WITNESS my hand and notarial seal. (SEAL) ~&t~o~z/ otary Public My Commission Expires: Notarial Seal . nderson, Notary Public Harrisburg, Dauphin County My Commission Expires Oct. 30,1998 Merrber. Pennsytvani'3 Asso::"..atiorl of Not::lries - 30 - ~ - ~. .~~~~;r~~~ ~ One Dollar ($l.OO) . ~ SCHEDULE A - 31 -