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Home My WebLink About11-16-06 .,.EV.l500 EX (6-00) OFFICV\L USE ONLY COMMONWEALTH OF PENNSYLVANIA DEPARTMENT OF REVENUE DEPT. 280601 HARRISBURG, PA 17128-0601 REV -1500 INHERITANCE TAX RETURN RESIDENT DECEDENT FilE NUMBER - - ~L COUNTY CODE ~L 0418 ___ YEAR NUMBER W I- ~Cll) (Jii2~ w~g :z: 5!...1 (J ~lD ~ DECEDENl'S NAME (LAST, FIRST, AND MIDDLE INITIAL) Trace Robert DATE OF DEATl-f (MM-DD-YEAR) DATE OF BIRTH (MM-DD-YEAR) 2/15/2006 11/28/1913 (IF APPLICABLE) SURVIVING SPOUSE'S NAME (LAST, FIRST, AND MIDDLE INITIAL) Not A licable [i] 1. Original Return D 2. Supplemental Retum D 3. Remainder Retum (date 01 death prior to 12-13-82) D 4. Limited Estate D 4a. Future Interest Compromise (date 01 death alter 12-12-82) [i] 5. Federel Estate Tax Return Required [i] 6. Decedent Died Testete (Attach copy 01 Will) [X] 7. Decadent Maintained a living Trust (Attach copy clTrust) L 8. Total Number of Safe Deposit Boxes D 9. Litigation Proceeds Received D 10. Spousal Poverty Credit Idete of deeth between 12.31-91 end 1-1.e) D 11. Election to tax under Sec. 9113(A)(AttecllSchO) THIS 'SEC1'ION..MUSl'Be:.~oMP~E'r'iD.A~t"Cc)RRESPc)NPENCE'IiD;~N~IPEmit:'" itN...~IONis...i.u~pilli_Ci....D;.loi NAME COMPLETE MAILING ADDRESS James A. Ulsh Es ire 3401 North Front Street FIRM NAME (If Applicable) J SOC~lSECURITYNUMBER 181-32-3519 THIS REl\IRN MUST BE FILED IN DUPLICATE WITH THE ... Z W o W ~ .0 REGISTER OF WILLS SOC~lSECURITYNUMBER ... z W Q Z o ~ III ~ . METTE EVANS & WOODSIDE TELEPHONE NUMBER 717-232-5000 P.O. Box 5950 Harrisbur , PA 17110-0950 0.00 0.00 0.00 0.00 0.00 0.00 OFFICIAL USE ONLY 1. Real Estate (Schedule A) (1) (2) 3,981,238.45 o ~O '_', ::D "U lJ~P -:;~m . r" :::0 ,C.J;:A: ~3~~ ii:) ---I ~ = co::> CT\ 2. Stocks and Bonds (Schedule B) z o ~ .:5 E Q. < o w a::: 6. J~ Owned Property (Schedule F) U Separate Billing Requested 7. Inter-Vivos Transfers & Miscellaneous Non-Probate Property (7) (Schedule G or L) -0 3. Closely Held Corporation, Partnership or Sole-Proprietorship (3) ~ #.... o -<::: . 4. Mortgages & Notes Receivable (Schedule D) (4) 5. Cash, Bank Deposits & Miscellaneous Personal Property (Schedule E) (5) en (6) -...Jt- 8. Total Gross Asseta (total Lines 1-7) (8) 95,430.00 644,426.21 ,f:'" 3,981,238.45 9. Funerel Expenses & Administretive Costs (Schedule H) (9) 10. Debts of Decedent, Mortgage Liabilnies, & Liens (Schedule I) (10) (13) 739,856.21 3,241,382.24 0.00 . 11. Total Deductlons (total Lines 9 & 10) (11 ) 12. Net Value of Estate (Line 8 minus Line 11) 13. Charitable and Governmental Bequests/See 9113 Trusts for which an election to tax has not been made (Schedule J) (12) 14. Net Value Subject to Tax (Line 12 minus line 13) SEE INSTRUCTIONS ON REVERSE SIDE FOR APPLICABLE RATES (14) 3,241,382.24 15. Amount of Line 14 taxable at the spousaltax rate, or transfers under Sec. 9116 (a)(1.2) 0.00 3,105,382.24 0.00 136,000.00 x.O L(15) x .0 45 (16) 19. Tax Due 20. D (19) O.QO 139,742.20 0.00 20,400.00 160,142.20 z o r= :5 ;:) ~ .~ (J )( :5 16. Amou nt of Line 14 taxable at lineal rete 17. Amount of Line 14 taxable at Sibling rete x .12 (17) 18. Amount of Line 14 taxable at collaterel rete x .15 (18) CHECK HERE IF YOU ARE REQUESTING A REFUND OF AN OVERPAYMENT > > BE SURE TO ANSWER ALL QUE$TtON~ ON'REVeR~E SIDE~DRECHECK MATH < < . ~W4645 1.000 Decedents omPle e ress: SlREET ADDRESS 331 N. 28th Street Cumberland CI1Y I STAle I ZIP Camn Hill PA 17011- · C I t Add . Tax Payments and Credits: 1. Tax Due (Page 1 Line 19) 2. Credits/Payments A. Spousal Poverty Credit 8. Prior Payments C. Discount (1) 160,142.20 0.00 120.000.00 6,315.79 . Total Credits (A + 8 + C) (2) 126.315.79 3. Interest/Penalty if applicable D. Interest E. Penalty 0.00 0.00 Total Interest/Penalty (0 + E) (3) 0.00 . 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) 0.00 5. If line 1 + line 3 is greater than line 2, enter the difference. This is the TAX DUE. (5) 33,826.41 A. Enter the interest on the tax due. (5A) 0.00 . B. Enter the total of line 5 + 5A. This is the BALANCE DUE. (58) 33.826.41 Make Check 'iiib1e to: REGISTER OF WILLS, AGENT -_llll ___r__III_ PLEASE ANSWER THE FOllOWING QUESTIONS BY PLACING AN "X" IN THE APPROPRIATE BLOCKS . 1. Did decedent make a transfer and: Yes No a. retain the use or income of the property transferred;. . . . . . . . . . . . . . . IX] D b. retain the right to designate who shall use the property transferred or its income; . D [j c. retain a reversionary interest; or . . . . . . . . . . . . . . . . . . . . . . . . D [j d. receive the promise for life of either payments, benefits or care? . . . . . . . . . D [j 2. If death occurred after December 12, 1982, did decedent transfer property within one year of death without receiving adequate consideration? . . . . . . . . . . . . . . . . . . . . . . . . . . .. IX] D 3. Did decedent own an "in trust for" or payable upon death bank account or security at his or her death? D ~ 4. Did decedent own an Individual Retirement Account, annuity, or other non-probate property which contains a beneficiary designation? . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. IX] D IF THE ANSWER TO ANY OF THE ABOVE QUESTIONS IS YES, YOU MUST COMPLETE SCHEDULE G AND FILE IT AS PART OF THE RETURN. Under penaltiea of perjury, I declare that I have examined thia retum, induding accompanying achedulea and atatemanta, and to the beat of my knowledga and belief, "ialNe, correct and complete. Declaration of preparer other than the pertonol repreaantativa ia baaed on oil information 01 which preparer haa any knowledge. SI E OF PERSON RE P NSIBLE FOR FILING R RN Mar aret Trace Foster AOORS 1962 Chestnut SIGNATURE OF PREPARER Camp Hill, PA 17011 0..00 ~ . . . James A. Ulsh, Es ADDRESS 3401 North Front Street u--- '-J- Harrisburg, PA 17110-0950 For dates of death on or after July 1, 1994 and before January 1, 95, the tax rate imposed on the nat value of transfers to or for the use of the surviving spouse ill 3% (72 P.S. 9 9916 (a) (l.l)(i)]. For dates or death on or after January " 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. 99116 (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 retum are stiA applicable even j( 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 parant, an adoptive parent, or a stepparent of the child is 0% [72 P.S. 99116(a)(1.2)]. The tax rate imposed on the net value of transfers to or for the use of the decedent's lineal beneficiaries is 4.5%, except as noted in 72 P.S. 9 9116(1.2) (72 P.S. 99116(a)(1)]. The tax rate imposed on the net value of transfers to or for the use of the decedenfs siblings is 12% (72 P.S. 9 9116(8)(1.3)]. A sibling is defined, under Section 9102, as an individual who has at laast one parent in common with the decedent, whether by blood or adoption. 3W4646 1.000 . REV.l509 EX + (6.98) COMMONWEALTH OF PENNSYLVANIA INHERITANCE TAX RETURN RESIDENT DECEDENT ESTATE OF ttRobert J Trace SCHEDULE F JOINTL Y-OWNED PROPERTY FILE NUMBER 21 06 0418 If an asset was made joint within one year of the decedent's date of death, It must be reported on Schedule G. SURVIVING JOINT TENANT(S) NAME A. Dunn, A1farata L ADDRESS RELATIONSHIP TO DECEDENT None . Foster, Margaret T 1962 Chestnut Street, Camp Hill, PA 17011 Daughter B. . c. JOINTLY-OWNED PROPERTY: - - LET16l DATE DESCRIPTION OF PROPERTY %OF DAlE OF DEATH ITEM FOR JOINT MADE INCLUDE NAME OF FItw<<:1AL INSTITUTION AND BANK ACCOUNT DAlE OF DEATH DECD'S VALUE OF IUlllER OIl SIMIlAR IDENTIFYING NUMBER. ATTACH DEED FOR NUMBER TENANT JOINT JOINTLY./ElD REAL ESTATE. VALUE OF ASSET INlEREST DECEDENTS INlEREST 1. A. . 1 BA 2/14/2005 PNC Bank Checking Account '5004544331 in the amount of $66,451. 87 , in names of decedent, A1farata L. Dunn and Margaret T. Foster. 66,451. 87 0 0.00 The decedent at the time of . his death was acting as Power of Attorney for Ms. Dunn. As such, his name was on this account for convenience only. He never contributed any of the . monies for this account and had no incidence of ownership. Likewise, Margaret T. Foster had no contribution to or incidence of ownership in . this account. Her name was added either in error or with the mistaken idea that she could act as Power of Attorney for Ms. Dunn in the event of the decedent's . TOTAL (Also enter on line 6 RecaDitulationl $ 0.00 &W46AE 1.000 (If more space is needed. insert edd~ional sheets of the same size) Estate of: Robert J Trace . Item No. Cot. . 2 . . 3 . . . . . . Schedule F Part 2 (Page 2) Joint Date Description DOD Value of Asset inability to do so. A 2/11/2003 PNC Bank Checking Account *5001985481 in the amount of $126,886.54, in names of decedent and Alfarata L. Dunn. 126,886.54 0 The decedent at the time of his death was acting as Power of Attorney for MS. Dunn. As such, his name was on this account for convenience only. He never contributed any of the monies for this account and had no incidence of ownership. A 2/11/2003 PNC Bank Savings Account *5001161837 in the amount of $63,306.59, in names of decedent and Alfarata L. Dunn. 63,306.59 0 The decedent at the time of his death was acting as Power of Attorney for Ms. Dunn. As such, his name was on this account for convenience only. He never contributed any of the monies for this account and had no incidence of ownership. Total (Carry forward to main schedule) Perc Int. 181-32-3519 DOD Value of Interest 0.00 0.00 0.00 REV-1510 EX + (6-98) SCHEDULE G INTER-VIVOS TRANSFERS & MISC. NON-PROBATE PROPERTY COMMONWEAL n; OF PENNSYLVANIA INHERITANCE TAX RETURN RESIDENT DEceDENT ESTATE OF . Robert J Trace FILE NUMBER 21 06 0418 This schedule must be completed and filed if the answer to any of questions 1 through 4 on the reverse side of the REV-1500 COVER SHEET is yes. ITEM NUMBEr; 1. DESCRIPTION OF PROPERlY ICLUJE TIE NAME OF TIE TRANSFEREE. THEIR RELATIONSHIP TO OECEOENT AH) TIE DATE OF TRANSFER. ATTACHACOPV OF TIE OEEO FOR REAL ESTATE. . 50,000 Abington PA municipal bond, CUSIP 003554MJ8, transferred to decedent's son, Robert J. Trace, Jr., on January 23, 2006, within one year of death. . 2 Alex W. Gilpin Irrevocable Trust - Gift of cash made in 2005 within one year of death 3 Alex W. Gilpin Irrevocable Trust - Gift of cash made in . 2006 within one year of death 4 3,456 shares of common stock in BP, PLC at $66.84 per share, transferred to decedent's son, Robert J. Trace, Jr. on January . 5, 2006, within one year of death. 5 3,453 shares of common stock in BP, PLC. at $66.84 per share, transferred to decedent's . daughter, Margaret T. Foster, on January 5, 2006, within one year of death. 6 3,454 shares of common stock in BP, PLC at $66.84 per share, . transferred to decedent's daughter, Susan T. Newton, on January 5, 2006, within one year of death. 7 Clement, Nathaniel E. . (nephew-in-law) - Gift of cash made in 2005 within one year of death . Total from continuation sched les DATE OF DEATH VALUE OF ASSET % OF DECO'S INTEREST EXCLUSION IF APPlICABLEI 0.00 3,000.00 3,000.00 0.00 0.00 0.00 3,000.00 e.r..46AF 1.000 TOTAL (Also enter on line 7, Recapitulation) $ 50,288.00 100.0000 11,000.00 100.0000 12,000.00 100.0000 230,999.04 100.0000 230,798.52 100.0000 230,865.36 100.0000 11,000.00 100.0000 (If more space Is needed, Insert additional sheets oflhe same slze) TAXABLE VALUE 50,288.00 8,000.00 9,000.00 230,999.04 230,798.52 230,865.36 8,000.00 3,213,287.53 3,981,238.45 Estate of: Robert J Trace Schedule G (Page 2) . Item No. Description 8 Clement, Nathaniel E. . (nephew-in-law) - Gift of cash made in 2006 within one year of death 9 Clement, Starla W. (niece) - Gift of cash made in 2005 within one . year of death 10 Clement, Starla W. (niece) - Gift of cash made in 2006 within one year of death . 11 10,000 Conestoga Valley School District municipal bond, CUSIP , transferred to decedent's daughter, Margaret T. Foster, on January 13, 2006, within one year of death. . 12 Fleshman, J. Brett (grandson-in-law) - Gift of cash made in 2005 within one year of death . 13 Fleshman, J. Brett (grandson-in-law) - Gift of cash made in 2006 within one year of death DOD Value of Asset % Interest 12,000.00 100.0000 11,000.00 100.0000 12,000.00 100.0000 9,564.70 100.0000 11,000.00 100.0000 12,000.00 100.0000 14 Fleshman, Kara N. (granddaughter) . - Gift of cash made in 2005 within one year of death 11,000.00 100.0000 15 Fleshman, Kara N. (granddaughter) - Gift of cash made in 2006 within one year of death 12,000.00 100.0000 . 16 Foster, Margaret T. (daughter) - Gift of cash made in 2005, within one year of death 17 Foster, Margaret T. (daughter) - . Gift of cash made in 2006 within one year of death . Total (Carry forward to main schedule) 11,000.00 100.0000 12,000.00 100.0000 Exclusion 3,000.00 3,000.00 3,000.00 0.00 3,000.00 3,000.00 3,000.00 3,000.00 3,000.00 3,000.00 181-32-3519 Taxable Value 9,000.00 8,000.00 9,000.00 9,564.70 8,000.00 9,000.00 8,000.00 9,000.00 8,000.00 9,000.00 86,564.70 Estate of: Robert J Trace 181-32-3519 Schedule G (Page 3) . Item DOD Value Taxable No. Description of Asset % Interest Exclusion Value 18 Foster, Scott T. (grandson) - Gift . of cash made in 2005 within one year of death 11,000.00 100.0000 3,000.00 8,000.00 19 Foster, Scott T. (grandson) - Gift of cash made in 2006 within one year of death 12,000.00 100.0000 3,000.00 9,000.00 . 20 Friedman, Dana - Gift of cash made in 2005 within one year of death 11,000.00 100.0000 3,000.00 8,000.00 21 Friedman, Dana - Gift of cash made in 2006 within one year of death 12,000.00 100.0000 3,000.00 9,000.00 . 22 George R. Clement Spec. Trust - Gift of cash made in 2005 within one year of death 11,000.00 100.0000 3,000.00 8,000.00 23 George R. Clement Spec. Trust - . Gift of cash made in 2006 within one year of death 12,000.00 100.0000 3,000.00 9,000.00 24 Hostetler, Lisa J. - Gift of cash made in 2005 within one year of death 11,000.00 100.0000 3,000.00 8,000.00 . 25 Hostetler, Lisa J. - Gift of cash made in 2006 within one year of death 12,000.00 100.0000 3,000.00 9,000.00 26 Koenig, Karol - Gift of cash made . in 2005 within one year of death 11,000.00 100.0000 3,000.00 8,000.00 27 Koenig, Karol - Gift of cash made in 2006 within one year of death 12,000.00 100.0000 3,000.00 9,000.00 28 Real estate situate in Reading . Township, Adams County, Pennsylvania; Tax Parcel Number 013-0111-000 274,172.67 100.0000 0.00 274,172.67 . . Total (Carry forward to main schedule) 359,172.67 Estate of: Robert J Trace 181-32-3519 Schedule G (Page 4) . Item No. Description 000 Value of Asset % Interest Exclusion Taxable Value Transferred to decedent's . daughter, Susan T. Newton, by Deed dated July 15, 2005, and recorded in the Adams County Recorder of Deeds Office on September 6, 2005, in Deed Book 4114, Page 70. Transfer was made within one year . of decedent's death. Value is based on the consideration the decedent paid for the property when he purchased it from his son and . daughter-in-law, Robert J. Trace, Jr. and Ellen M. Trace, by Deed dated June 30, 2005, and recorded in the Adams County Recorder of Deeds Office on August 29, 2005, in Deed Book 4103, Page 111. . 29 Marc Lichowsky Trust - Gift of cash made in 2005 within one year of death 11,000.00 100.0000 3,000.00 8,000.00 30 Marc Lichowsky Trust - Gift of . cash made in 2006 within one year of death 12,000.00 100.0000 3,000.00 9,000.00 31 Newton, Frederick C. (son-in-law) - Gift of cash made in 2005 within one year of death 11,000.00 100.0000 3,000.00 8,000.00 . 32 Newton, Frederick C. (son-in-law) - Gift of cash made in 2006 within one year of death 12,000.00 100.0000 3,000.00 9,000.00 33 Newton, Michael C. (grandson) - . Gift of cash made in 2005 within one year of death 11,000.00 100.0000 3,000.00 8,000.00 34 Newton, Michael. C. (grandson) - Gift of cash made in 2006 within one year of death 12,000.00 100.0000 3,000.00 9,000.00 . 35 Newton, Susan T. (daughter) - Gift of cash made in 2005 within one year of death 11,000.00 100.0000 3,000.00 8,000.00 . Total (Carry forward to main schedule) 59,000.00 Estate of: Robert J Trace 181-32-3519 Schedule G (Page 5) . Item No. Description DOD Value of Asset % Interest Exclusion Taxable Value 36 Newton, Susan T. (daughter) - Gift . of cash made in 2006 within one year of death 12,000.00 100.0000 3,000.00 9,000.00 37 Ohio National Annuity Contract No. S6648026 79,285.98 100.0000 0.00 79,285.98 Beneficiaries are decedent's . children, Margaret T. Foster, Robert J. Trace, Jr. and Susan T. Newton. See attached correspondence. 38 PNC Bank Individual Retirement . Account *65001007192 1,159.15 100.0000 0.00 1,159.15 Beneficiaries are decedent's children, Margaret T. Foster, Robert J. Trace, Jr. and Susan T. Newton. . 39 Retained life estate interest in residence located at 331 North 28th Street, Borough of Camp Hill, Cumberland County, Pennsylvania; Tax Parcel Number 01-20-1852-230. 304,440.00 100.0000 0.00 304,440.00 . . . . . Total (Carry forward to main schedule) 393,885.13 Estate of: Robert J Trace Schedule G (Page 6) . Item No. Description Decedent and his wife (who . predeceased him on March 27, 2005) transferred legal title to their residence to their children by Deed dated January 2, 1989, and recorded on October 8, 2002, in the Cumberland County Recorder of . Deeds Office in Deed Book 253, Page 4860. See attached Deed. Decedent continued to occupy the real estate and enjoy its use without the payment of rent. . Valuation is determined by multiplying the assessed value of the real estate at date of death as determined by the Cumberland County Tax Assessment Office in the amount of $304,440, by the . applicable Common Level Ratio factor of 1.0 as determined by the Pennsylvania Department of Revenue. $304,440 x 1.0 = $304,440 . DOD Value of Asset % Interest 40 Robert J. Trace Living Trust Under Agreement Dated July 5, 2005 2,246,665.03 100.0000 . . . . Total (Carry forward to main schedule) Exclusion 0.00 181-32-3519 Taxable Value 2,246,665.03 2,246,665.03 Estate of: Robert J Trace 181-32-3519 Schedule G (Page 7) . Item No. Description 000 Value of Asset % Interest Exclusion Taxable Value Assets of Trust: . Janney Montgomery Scott Investment Account #HB23 3065-5795, $2,195,029.51. See attached correspondence. . PNC Checking Account #5140064615, $40,063.94. See attached correspondence. PNC Checking Account #5140210504, $537.62. See attached . correspondence. PNC Savings Account #5004577432, $1,033.96. See attached correspondence. . Household goods and furnishings and miscellaneous items of personal property, $10,000. 41 Trace, Ellen M. (daughter-in-law) - Gift of cash made in 2005 within . one year of death 11,000.00 100.0000 3,000.00 8,000.00 42 Trace, Ellen M. (daughter-in-law) - Gift of cash made in 2006 within one year of death 12,000.00 100.0000 3,000.00 9,000.00 . 43 Trace, Jonathan W. (grandson) - Gift of cash made in 2005 within one year of death 11,000.00 100.0000 3,000.00 8,000.00 44 Trace, Jonathan W. (grandson) - Gift of cash made in 2006 within . one year of death 12,000.00 100.0000 3,000.00 9,000.00 45 Trace, Robert B. (grandson) - Gift of cash made in 2005 within one year of death 11,000.00 100.0000 3,000.00 8,000.00 . 46 Trace, Robert B. (grandson) - Gift of cash made in 2006 within one year of death 12,000.00 100.0000 3,000.00 9,000.00 . Total (Carry forward to main schedule) 51,000.00 Estate of: Robert J Trace . Item No. Description Schedule G (Page 8) 000 Value of Asset % Interest 47 Trace, Robert J., Jr. (son) - Gift . of cash made in 2005 within one year of death 11,000.00 100.0000 48 Trace, Robert J., Jr. (son) - Gift of cash made in 2006 within one year of death 12,000.00 100.0000 . . . . . . . . Total (Carry forward to main schedule) Exclusion 3,000.00 3,000.00 181-32-3519 Taxable Value 8,000.00 9,000.00 17,000.00 ~EV.1511 EX + (12-99) COMMONVIIEAL TH OF PENNSYLVANIA INHERITANCE TAX RETURN RESIDENT DECEDENT ESTATE OF Robert J Trace . SCHEDULE H FUNERAL EXPENSES & ADMINISTRATIVE COSTS FILE NUMBER 21 06 0418 Debts of decedent must be reported on Schedule I. . ITEM AMOUNT NUMBER DESCRIPTION A. FUNERAL EXPENSES: 8,707.00 1. Funeral B. ADMINISTRATIVE COSTS: 1. Personal Representative's Commissions Name of Personal Representative(s) Social Security Number(s) I EIN Number of Personal Representative(s) - - Street Address City State Zip Year(s) Commission Paid: 2. Attorney Fees 35,000.00 3. Family Exemption: (If decedent's address is not the same as claimanfs, attach explanation) Claimant Street Address City State Zip Relationship of Claimant to Decedent 4. Probate Fees 73.00 5. Accountant's Fees 1,000.00 6. Tax Return Preparer's Fees 7. 1 Margaret T. Foster Trustee Fee 50,000.00 2 Boyer and Ritter - preparation of 2005 personal income tax returns 650.00 TOTAL (Also enter on line 9, Recapitulation) $ 95 430.00 . . . . . . . .W46AG 1.000 (If more space is needed, insert additional sheets of the same size) REV-1512 EX + (12-03) SCHEDULE I DEBTS OF DECEDENT, MORTGAGE LIABILITIES, & LIENS COMMONWEALTH OF PENNSYLVANIA INHERITANCE TAX RElURN RESIDENT DECEDENT ESTATE OF . Robert J Trace FILE NUMBER 21 06 0418 Report debts incurred by the decedent prior to death which remained unpaid as of the date of death, Including unreimbursed medical expenses. ITEM NUMBER 1. . 2 . . . . . . 6 . DESCRIPTION VALUE AT DATE OF DEATH PA Department of Revenue Estimated 2006 Pennsylvania personal income taxes 3,000.00 Internal Revenue Service Estimated 2006 federal personal income taxes 12,000.00 3 Estate of Margaret B. Trace The Trust has received a claim from the executors of the estate of the decedent's widow Margaret B. Trace who died on March 27, 2005. The claim alleges and the Trust has verified that during the weeks preceding Margaret Trace's death, the decedent transferred securities owned solely by Margaret Trace to a joint broker account in the name of the decedent and his spouse. These transfers were made while Margaret Trace was of a diminished capacity resulting from her terminal illness and were made without her informed consent and were not knowingly authorized by her. After Margaret Trace's death, the decedent transferred the assets in this joint account to the Robert J. Trace Living Trust under agreement dated July 5, 2005. The trustee acknowledges that the transfer of these securities was unauthorized and intends to compensate the estate by remitting the sum of $600,575.21 to it in satisfaction of its claim. This sum represents the market value of the transferred securities as of the date of death of Margaret Trace or the net proceeds of transferred securities that were sold prior to her death. 600,575.21 4 Julie F. Gale Claim for return of monies paid to decedent in January 2006 for professional legal services rendered by decedent. 10,000.00 5 Internal Revenue Service Balance of 2005 federal personal income taxes 14,388.00 PA Department of Revenue Balance of 2005 Pennsylvania personal income taxes 4,463.00 ~W46AH 2.000 TOTAL (Also enter on line 10, RecaDitulation) $ (If more space is needed, insert additional sheets of the same size) 644,426.21 -KEV-1513 EX+ (9-00) SCHEDULE J BENEFICIARIES COMMONWEALTH OF PENNSYLVANIA INHERITANCE TAX RETURN RESIDENT DECEDENT ESTATE OF "Robert J Trace NUMBER I 1 .. .. .. .. NAME AND ADDRESS OF PERSON(S) RECEIVING PROPERTY TAXABLE DISTRIBUTIONS [include outright spousal distributions, and transfers under Sec. 9116 (a) (1.2)] ~ex W. Gilpin Irrevocable Trust Nathaniel E. Clement Trustee 204 Adams Way Chapel Hill, NC 27516 Alex W. Gilpin Irrevocable Trust - Gift of cash made in 2005 within one year of death Inventory Value: 8,000.00 Alex W. Gilpin Irrevocable Trust - Gift of cash made in 2006 within one year of death Inventory Value: 9,000.00 FILE NUMBER 21 06 0418 RELATIONSHIP TO DECEDENT AMOUNT OR SHARE Do Not List Trustee(s) OF ESTATE Trust 17,000.00 ENTER DOLLAR AMOUNTS FOR DISTRIBUTIONS SHOWN ABOVE ON LINES 15 THROUGH 18, AS APPROPRIATE, ON REV-1500 COVER SHEET " NON-TAXABLE DISTRIBUTIONS: A. SPOUSAL DISTRIBUTIONS UNDER SECTION 9113 FOR WHICH AN ELECTION TO TAX IS NOT BEING MADE .. .. .. .. _W46AI1.000 B. CHARITABLE AND GOVERNMENTAL DISTRIBUTIONS TOTAL OF PART 11- 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) 0.00 Estate of: Robert J Trace 181-32-3519 Schedule J Part 1 (Page 2) . Item No. Description Relation Amount 2 Nathaniel E. Clement 204 Adams Way Chapel Hill, NC 27516 . . Clement, Nathaniel E. (nephew-in-Iaw) - Gift of cash made in 2005 within one year of death Inventory Value: 8,000.00 Clement, Nathaniel E. (nephew-in-Iaw) - Gift of cash made in 2006 within one year of death Inventory Value: 9,000.00 Nephew-in-Iaw 17,000.00 . 3 Starla W. Clement 204 Adams Way Chapel Hill, NC 27516 . Clement, Starla W. (niece) - Gift of cash made in 2005 within one year of death Inventory Value: 8,000.00 . Clement, Starla W. (niece) - Gift of cash made in 2006 within one year of death Inventory Value: 9,000.00 Niece 17,000.00 4 ~farata L. Dunn . PNC Bank Checking Account #5004544331, in names of decedent, ~farata L. Dunn and Margaret T. Foster . PNC Bank Checking Account #5001985481, in names of decedent and ~farata L. Dunn PNC Bank Savings Account #5001161837, in names of decedent and ~farata L. Dunn None 0.00 . . Estate of: Robert J Trace 181-32-3519 Schedule J Part 1 (Page 3) . Item No. Description Relation Amount 5 J. Brett Fleshman 16 Page Street Maldew, MA . . Fleshman, J. Brett (grandson-in-law) - Gift of cash made in 2005 within one year of death Inventory Value: 8,000.00 Fleshman, J. Brett (grandson-in-law) - Gift of cash made in 2006 within one year of death Inventory Value: 9,000.00 Grandson-in-law 17,000.00 . 6 Kara N. Fleshman 16 Page Street Maldew, MA . Fleshman, Kara N. (granddaughter) - Gift of cash made in 2005 within one year of death Inventory Value: 8,000.00 . Fleshman, Kara N. (granddaughter) - Gift of cash made in 2006 within one year of death Inventory Value: 9,000.00 Granddaughter 17,000.00 . . . . Estate of: Robert J Trace 181-32-3519 Schedule J Part 1 (Page 4) . Item No. Description Relation Amount 7 Margaret T. Foster 1962 Chestnut Street Camp Hill, PA 17011 . Ohio National Annuity Contract No. S6648026 Inventory Value: 26,428.63 . PNC Bank Individual Retirement Account *65001007192 Inventory Value: 386.38 . Retained life estate interest in residence located at 331 North 28th Street, Borough of Camp Hill, Cumberland County, Pennsylvania; Tax Parcel Number 01-20-1852-230. Inventory Value: 101,480.20 . 10,000 Conestoga Valley School District municipal bond, CUSIP , transferred to decedent's daughter, Margaret T. Foster, on January 13, 2006, within one year of death. Inventory Value: 9,564.70 . . 3,453 shares of common stock in BP, PLC. at $66.84 per share, transferred to decedent's daughter, Margaret T. Foster, on January 5, 2006, within one year of death. Inventory Value: 230,798.52 Foster, Margaret T. (daughter) - Gift of cash made in 2005, within one year of death Inventory Value: 8,000.00 . Foster, Margaret T. (daughter) - Gift of cash made in 2006 within one year of death Inventory Value: 9,000.00 Daughter 385,658.44 . . Estate of: Robert J Trace 181-32-3519 Schedule J Part 1 (Page 5) . Item No. Description Relation Amount 8 Scott T. Foster 1601 High Street Camp Hill, PA 17011 . . Foster, Scott T. (grandson) - Gift of cash made in 2005 within one year of death Inventory Value: 8,000.00 Foster, Scott T. (grandson) - Gift of cash made in 2006 within one year of death Inventory Value: 9,000.00 Grandson 17,000.00 . 9 Dana M. Friedman 1962 Chestnut Street Camp Hill, PA 17011 . Friedman, Dana - Gift of cash made in 2005 within one year of death Inventory Value: 8,000.00 Friedman, Dana - Gift of cash made in 2006 within one year of death Inventory Value: 9,000.00 None 17,000.00 . 10 George R. Clement Spec. Trust Starla W. Clement Trustee 204 Adams Way Chapel Hill, NC 27516 . George R. Clement Spec. Trust - Gift of cash made in 2005 within one year of death Inventory Value: 8,000.00 . George R. Clement Spec. Trust - Gift of cash made in 2006 within one year of death Inventory Value: 9,000.00 Trust 17,000.00 . . Estate of: Robert J Trace Schedule J Part 1 (Page 6) . Item No. Description 11 Lisa J. Hostetler 1601 High Street Camp Hill, PA 17011 . . Hostetler, Lisa J. - Gift of cash made in 2005 within one year of death Inventory Value: 8,000.00 Hostetler, Lisa J. - Gift of cash made in 2006 within one year of death Inventory Value: 9,000.00 None . 12 Karol Koenig 1970 Chapel Street New Haven, CT 06515 . Koenig, Karol - Gift of cash made in 2005 within one year of death Inventory Value: 8,000.00 Koenig, Karol - Gift of cash made in 2006 within one year of death Inventory Value: 9,000.00 None . 13 Marc Lichowsky Trust Nathaniel E. Clement, Trustee 204 Adams Way Chapel Hill, NC 27516 . Marc Lichowsky Trust - Gift of cash made in 2005 within one year of death Inventory Value: 8,000.00 . Marc Lichowsky Trust - Gift of cash made in 2006 within one year of death Inventory Value: 9,000.00 Trust . . 181-32-3519 Relation Amount 17,000.00 17,000.00 17,000.00 - - Estate of: Robert J Trace 181-32-3519 Schedule J Part 1 (Page 7) . Item No. Description Relation Amount 14 Frederick C. Newton 330 North 27th Street Camp Hill, PA 17011 . . Newton, Frederick C. (son-in-law) - Gift of cash made in 2005 within one year of death Inventory Value: 8,000.00 Newton, Frederick C. (son-in-law) - Gift of cash made in 2006 within one year of death Inventory Value: 9,000.00 Son-in-law 17,000.00 . 15 ~chael C. Newton 3744SE Stark Apt. 101 Portland, OR 97214 . Newton, ~chael C. (grandson) - Gift of cash made in 2005 within one year of death Inventory Value: 8,000.00 . Newton, ~chael C. (grandson) - Gift of cash made in 2006 within one year of death Inventory Value: 9,000.00 Grandson 17,000.00 . . . . ~ ~ Estate of: Robert J Trace 181-32-3519 Schedule J Part 1 (Page 8) . Item No. Description Relation Amount 16 Susan T. Newton 330 N. 27th Street Camp Hill, PA 17011 . Ohio National Annuity Contract No. S6648026 Inventory Value: 26,428.63 . PNC Bank Individual Retirement Account #65001007192 Inventory Value: 386.38 . Retained life estate interest in residence located at 331 North 28th Street, Borough of Camp Hill, Cumberland County, Pennsylvania; Tax Parcel Number 01-20-1852-230. Inventory Value: 101,479.90 . 3,454 shares of common stock in BP, PLC at $66.84 per share, transferred to decedent's daughter, Susan T. Newton, on January 5, 2006, within one year of death. Inventory Value: 230,865.36 . Newton, Susan T. (daughter) - Gift of cash made in 2005 within one year ~~ath Inventory Value: 8,000.00 . Newton, Susan T. (daughter) - Gift of cash made in 2006 within one year of death Inventory Value: 9,000.00 . Real estate situate in Reading Township, Adams County, Pennsylvania; Tax Parcel Number 013-0111-000 Inventory Value: 274,172.67 Daughter 650,332.94 . . - - Estate of: Robert J Trace 181-32-3519 Schedule J Part 1 (Page 9) . Item No. Description Relation Amount 17 Robert J. Trace Trust UtA 07/05/2005 c/o Margaret Trace Foster, Trustee 331 N. 28th Street Camp Hill, PA 17011 . 100% of Residue: 1,523,808.82 Credit Shelter T 1,523,808.82 . 18 Jonathan W. Trace 13508 Overhill Drive Hagerstown, Me 21742 . Trace, Jonathan W. (grandson) - Gift of cash made in 2005 within one year of death Inventory Value: 8,000.00 . Trace, Jonathan W. (grandson) - Gift of cash made in 2006 within one year of death Inventory Value: 9,000.00 Grandson 17,000.00 . . . . . - - Estate of: Robert J Trace Schedule J Part 1 (Page 10) . Item No. Description 19 Robert J. Trace, Jr. 13508 Overhill Drive Hagerstown, Me 21742 . Ohio National Annuity Contract No. S6648026 Inventory Value: 26,428.71 . PNC Bank Individual Retirement Account *65001007192 Inventory Value: 386.38 . Retained life estate interest in residence located at 331 North 28th Street, Borough of Camp Hill, Cumberland County, Pennsylvania; Tax Parcel Number 01-20-1852-230. Inventory Value: 101,479.90 . 3,456 shares of common stock in BP, PLC at $66.84 per share, transferred to decedent's son, Robert J. Trace, Jr. on January 5, 2006, within one year of death. Inventory Value: 230,999.04 . . 50,000 Abington PA municipal bond, CUSIP 003554MJ8, transferred to decedent's son, Robert J. Trace, Jr., on January 23,2006, within one year of death. Inventory Value: 50,288.00 Trace, Robert J., Jr. (son) - Gift of cash made in 2005 within one year of death Inventory Value: 8,000.00 . Trace, Robert J., Jr. (son) - Gift of cash made in 2006 within one year of death Inventory Value: 9,000.00 Son . . 181-32-3519 Relation Amount 426,582.04 Estate of: Robert J Trace 181-32-3519 Schedule J Part 1 (Page 11) . Item No. Description Relation Amount 20 Robert B. Trace 7817 Fawn Meadow View Colorado Springs, CO 80919 . . Trace, Robert B. (grandson) - Gift of cash made in 2005 within one year of death Inventory Value: 8,000.00 Trace, Robert B. (grandson) - Gift of cash made in 2006 within one year of death Inventory Value: 9,000.00 Grandson 17,000.00 . . . . . . . ~ -, Last Will of ROBERT J. TRACE . , I, ROBERT J. TRACE, also known as Robert John Trace, of Camp Hill, Cumberland County, Pennsylvania, make this Will and revoke all of my prior wills and codicils. . Article One My Family . I am not married, my wife, Margaret Brinham Trace, having died on March 27,2005. . The names and birth dates of my children are: MARGARET ANN TRACE FOSTER, bom May 23, 1943, ROBERT JOHN TRACE, JR., bom May 9, 1945, and . SUSAN MARY TRACE NEWTON, born AprilS, 1948. All references to my children in my will are to these children. . II . . I-IJ. [Initials] Page 1 . ......i Article Two Distribution of My Property . Section 1. Tangible Personal Property . , My nonbusiness tangible personal property that was not held by me solely for investment purposes, including, but not limited to, my jewelry, clothing, household furniture, furnishings and fixtures, chinaware, silver, photographs, works of art, books, automo- biles, boats, sporting goods, artifacts relating to my hobbies, and all other tangible articles of household or personal use shall be distributed to my spouse; if my spouse does not survive me, all such tangible personal property shall be distributed in accordance with a memorandum of instructions that shall be found with my personal papers or estate planning documents. To the extent no such memorandum exists or tangible personal property is not listed on such a memorandum, or cannot be fulfilled,-I give such personal property to my surviving children, if any, or, if none, to their descendants, per stirpes, to be divided among the beneficiaries by my personal representative in shares of nearly equal value as may be practicable. If I have no children or descendants, I give my nonbusiness tangible personal property to the contingent beneficiaries named in my living trust in the Article dealing with nonbusiness tangible personal property, to be distributed under the same terms thereunder. . . . Section 2. Pour-Over to My Living Trust All of the remainder or residue of my property of whatever nature and kind, wherever situated, shall be distributed to my revocable living trust. The name of my trust is: . ROBERT 1. TRACE and MARGARET TRACE FOSTER, Trustees of the ROBERT J. TRACE LIVING TRUST dated July 5, 2005, and any ~endments thereto. . . 1(.1. J. [Thitials] Page 2 . .....,: I -, Section 3. Alternate Disposition If my revocable living trust is not in effect at my death for any reason whatsoever, then all of my .prQperty shall be disposed of under the terms of my revocable living trust as if it were in full force and effect on the date of my death. . Article Three . Powers of My Personal Representative . My personal representative shall have the power to perform all acts reasonably necessary to administer my estate, as well as all powers set forth in the PENNSYLVANIA Code and all powers under the statutes of Pennsylvania relating to the PQwers of fiduciaries. I authorize my personal representative to petition the appropriate court official, without the consent of any beneficiary of my estate, to allow my estate to be administered under the provisions of Pennsylvania's unsupervised administration laws. . Article Four . Payment of Expenses and Taxes and Tax Elections Section 1. Cooperating with the Trustee of My Living Trust . I direct my personal representative to consult with the Trustee of my revocable living trust to determine ~hether any expense or tax shall be paid from my trust or from my probate estate. . . :1~~ Page 3 . Section 2. Tax Elections .... '~ My personal representative, in its sole and absolute discretion, may exercise any available elections with regard to any state or federal tax laws. . My personal representative, in its sole and absolute discretion, may waive any right to my estate to recover estate taxes pursuant to Section 2207 A of the Internal Revenue Code. My personal representative shall not be liable to any person for decisions made in good faith under this Section. . Section 3. Apportionment . All expenses and claims and all estate, inheritance, and death taxes, excluding any generation-skipping transfer tax, resulting from my death and which are incurred as a result of property passing under the terms of my revocable living trust or through my probate estate shall be paid from my residuary estate without apportionment and without reimbursement from any person. However, expenses and claims, and all estate, inheritance, and death taxes assessed with regard to property passing outside of my revocable living trust or outside of my probate estate, but included in my gross estate for federal estate tax purposes, including life insurance proceeds, power of appointment property, qualified retirement funds, and IRAs, shall be chargeable against the persons receiving such property. Notwithstanding the above: (i) death taxes as a result of my death shall not be apportioned to any distribution that qualifies for the charitable deduction unless no other source of payment of taxes is available from any other source, and (ii) taxes and costs shall be apportioned to the persons receiving qualified retirement plans and IRAs only if no other source of payment of taxes or costs is available, including my revocable living trust, my probate estate, and other property passing outside my revocable living trust or outside my probate estate. . . . Article Five Appointment of My Personal Representative . I appoint my daughter, MARGARET TRACE FOSTER, to be my personal representative. . If Margaret Trace Foster cannot act, or is unwilling to act, I appoint Robert J. Trace, Jr. and Susan Trace Newton, together, or the survivor of them, as my successor personal If 0,<1 [I1Ktials] Page 4 . representatives. I direct that my personal representatives not be required to furnish bond, surety, or other security. . My personal representative, if it is a corporate fiduciary, may be paid compensation fOl its services in accordance with its published schedule of fees in effect at the time the services under this will are rendered. An individual personal representative may receive that compensation for such services as is allowed by law at the time the services are rendered. . I have initialed all of the pages of this Will, and have signed it on the ~ day of -M--,2005. S I ~ ~ 1 \~l"-=""" STATEOF "1tA.w ~'''1 N~~ . COUNTYOF U- In~ - i=';"}\ ~=- -L '-""~-~ We,~Ut.Ut~~V\(- andAISfA T.l~ttt(t,( and ROBERT J. TRACE, the Testator, and the witnesses, respectively, whose names are signed to the attached or foregoing instrument, being duly sworn, do hereby declare to the undersigned authority that the Testator signed and executed the instrument as his Will 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 a witness and that to the best of his or her knowledge, the Testator was Eighteen (18) years of age or older, or sound mind and under no constraint or undue influence, and I, the said Testator do hereby acknowledge that I signed and executed the instrument as my Will, that I signed it willingly, and that I signed it as my free and voluntary act for the purposes therein stated. . . . . :r;~) ~~ Robert J. race, Testator , . ~ l)..6AM,J,~~ of X~a~A of CLy~,?() ~tness 2 . &,:7. I-ll.l-M j1 5 1~ (I . tials] 'it . Sr)~ (,;+11 ~ ~ \ I ___ })tt~ -~~ ~ r--- I \ I representatives. .; - I direct that my personal representatives not be required to furnish bond, surety, or other security. . My personal representative, if it isa corporate fiduciary, may be paid compensation for its services in accordance with its published schedule of fees in effect at the time the services under this will are rendered. An individual personal representative may receive that compensation for such services as is allowed by law at the time the services are rendered. . I have initialed all of the pages of this Will, and have signed it on the u.. day of ~,2005. . STAlE OF ~ 1':>"" COUNTY OF. U- m.., we,&ivwN.U t. Clt ~1.V\(- and AISCA T, l~tt.+( l,.( and ROBERT J. TRACE, the Testator, and the witnesses, respectively, whose names are signed to the attached or foregoing instrument, being duly sworn, do hereby declare to the undersigned authority that the Testator signed and executed the instrument as his Will 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 a witness and that to the best of his or her knowledge, the Testator was Eighteen (18) years of age or older, or sound mind and under no constraint or undue influence, and I, the said Testator do hereby acknowledge that I signed and executed the instrument as my Will, that I signed it willingly, and that I signed it as my free and voluntary act for the purposes therein stated. . . . ~~) ~~ Robert J. race, Testator . ~ i},6AMJ...~ '<T ;KWqjl ~ J.e-zbA- Itness 2 of ~, NC- of d.v du I ?O . ~.J. [I , 'als] Page 5 . .-, -, . Subscribed, sworn to and acknowledged before me by ROBERT J. TRACE, the Testator, and subscribed and sworn to before me ~~t ~p..~~~ \.eA ~.. c..\e YW..V\. -r. and L-\ro.. ~. ~___ , witnesses, this 1 \ day of () 0 \,,\ ,20.Q2. 0Jiw.~ ~ Notary PU 'c My commission expires: a. . \\ . (}.OO~ . DIu:... IIJ~=="'- . . . . . . {fi.1. [ tials] Page 6 . . THE ROBERT J. TRACE LIVING TRUST . . July 5,2005 . . LAW OFFICES . NATHANIEL E. CLEMENT & ASSOCIATES, PLLC 100 EUROPA DRIVE, STE 403 CHAPEL HILL, NORTH CAROLINA 27517 (919) 929-9298 Copyright C 2005 Nathaniel E. Clement & Associates, PLLC . . . t The ROBERT J. TRACE Living Trust Table of Contents . Article One Section 1.01 Section 1.02 Establishing My Trust ................................................ 1-1 . Section 1.03 Section 1.04 Section 1.05 Identifying My Trust ...................................... .............. .......... 1-1 Reliance by Third Parties on Affidavit or Certification of Trust.................... ............................................................... 1-1 Transferring Property to My Trust......................................... 1-2 Powers Reserved by Me as Trustmaker .................................1-2 Grantor Trust Status ...............................................................1-3 Article Two Family Information ........................... ............... ....... ....2-1 . Article Three Trustee Succession and Trust Protector Provis ions .. ...... .................... ............... .... ... ................... 3-1 . Section 3.01 Section 3.02 Section 3.03 Section 3.04 Section 3.05 Section 3.06 Section 3.07 Section 3.08 Section 3.09 Section 3.10 Resignation of a Trustee.............................. ...........................3-1 Trustee Succession During My Lifetime ...............................3-1 Trustee Succession After My Death....................................... 3-2 Notice of Removal and Appointment....-................................. 3-5 . Appointment of a Cotrustee ..............................<_.................. 3-5 Corporate Fiduciaries ................................................ .............3-5 Incapacity of a Trustee ........................................................... 3-6 Appointment of Independent Special Trustee ........................ 3-6 Rights and Obligations of Successor Trustees .......................3-6 Provisions for Trust Protector ................................................3-6 . Article Four Administration of My Trust During My . Incapacity........... ........ .......... ........ ............ .......... .........4-1 Section 4.01 Section 4.02 Section 4.03 Definition of My Incapacity...................................................4-1 Determination of My Incapacity ............................................4-1 Trust Distributions During My Incapacity.............................4-2 . Section 5.05 Administration of My Trust Upon My Death............. 5-1 My Trust Shall Become Irrevocable ......................................5-1 Administrative Trust ...................................... ........... .............5-1 Payment of My Expenses and Taxes...................................... 5-1 Restrictions on Certain Payments from Qualified Retirement Plans ................................ .............. ......................5-2 Payment of Death Taxes ........................................................ 5-2 . Article Five Section 5.01 Section 5.02 Section 5.03 Section 5.04 . i Section 5.06 , -' \ i " Section 5.07 Section 5.08 . Article Six Section 6.01 Section 6.02 Section 6.03 Section 6.04 . Section 6.05 Article Seven Section 7.01 . Article Eight Section 8.01 Section 8.02 . Article Nine Section 9.01 Section 9.02 . Article Ten Article Eleven . Section 11.01 Section 11.02 Section 11.03 . Article Twelve Section 12.01 Section 12.02 Section 12.03 Section 12.04 Section 12.05 . . No Apportionment Between Current and Future Interests..................... ...... ....................................................... 5-3 Coordination with My Personal Representative ....................5-3 Authority to Make Tax Elections ........................................... 5-4 Disposition of Tangible Personal Property..............6-1 Distribution of Tangible Personal Property by Memoranda. ............... ........ .....................................................6-1 Distribution of Remaining Tangible Personal Property......... 6-1 Definition of Tangible Personal Property.............................. 6-2 Encumbrances and Incidental Expenses of Tangible Personal Property........................................ .................. ..... ....6-2 Residuary Distribution ................................ .................. .........6-2 Creation of Trust Shares Upon My Death ................ 7-1 Division of My Trust................................................. ............. 7-1 My Exempt Property .................................... ............ ...8-1 Division of My Exempt Property........................................... 8-1 Administration of the Exempt Trusts ..................................... 8-1 My Nonexempt Property ............................................ 9-1 Division of My Nonexempt Trust Property........................... 9-1 Administration of the Nonexempt Trusts............................... 9-1 Remote Contingent Distribution .............................10-1 Administration of Trusts for Underage and Incapacitated Beneficiaries ..................................... 11-1 Distributions for Underage and Incapacitated Beneficiaries........... ..................... ......................................... 11-1 Methods of Distribution ..............................:........................11-1 Application of Article........................................................... 11-3 Retirement Plans and Life Insurance Policies....... 12-1 Retirement Plans .... ... .............. ....... ............... ......................; 12-1 Life Insurance Policies ................................. ........................ 12-1 Limitation on Liability of Payor .......................................... 12-2 Collection Efforts ..~......;....................... ................... ... ........... 12-2 No Obligation to Purchase or Maintain Benefits .................12-2 ii " Article Thirteen Section 13.01 Section 13.02 Section 13.03 Section 13.04 Section 13.05 Section 13.06 Section 13.07 Section 13.08 Section 13.09 Section 13.10 Section 13.11 Section 13.12 Section 13.13 Section 13.14 Section 13.15 Section 13.16 Section 13.17 Section 13.18 Section 13.19 Section 13.20 Trust Administration ................................................13-1 . Distributions to Beneficiaries ....... ........................................13-1 No Court Proceedings ..........................................................13-1 No Bond ....................................... ................. .......................13-1 Exoneration of My Trustee ..................................................13-2 Trustee Compensation ............................ .............................. 13-2 Employment of Professionals............................................... 13-3 Exercise of Testamentary Power of Appointment ...............13-3 Determination of Principal and Income ...............................13-3 Trust Accounting.. ......................... ....................................... 13-4 Action of Trustees; Disclaimer ............................................13-4 Delegation of Trustee Authority; Power of Attorney........... 13-5 Additions to Separate Trusts ................................................13-5 Authority to Merge or Sever Trusts .....................................13-6 Authority to Terminate Trusts .............................................. 13-6 Merger of Corporate Fiduciary ............................................13-7 Beneficiary's Status......... ..................... ..................... ........... 13-7 Discharge of Third Persons ..................................................13-7 Certificate by Trustee ........................................................... 13-7 Funeral and Other Expenses of Beneficiary .........................13-7 Generation-Skipping Transfer Tax Provisions..................... 13-8 I -\- . . . . Article Fourteen Section 14.01 Section 14.02 Section 14.03 Section 14.04 Section 14.05 Section 14.06 Section 14.07 Section 14.08 Section 14.09 Section 14.10 Section 14.11 Section 14.12 Section 14.13 Section 14.14 Section 14.15 Section 14.16 Section 14.17 Section 14.18 Section 14.19 Section 14.20 Section 14.21 Section 14.22 My Trustee's Powers................................................ 14-1 . Introduction to Trustee's Powers .........................................14-1 Execution of Documents by My Trustee.............................. 14-1 Investment Powers in General.............................................. 14-1 Banking Powers................ ............ ........... ..................... ........ 14-2 Business Powers ................... ............................ .................... 14-2 Contract Powers ........................................................ ..... ...... 14-3 Common Investments.......... ............................. ...... ............. .14-3 Environmental Powers .................................... ..................... 14-3 Farm, Ranch and Other Agricultural Powers .......................14-4 Insurance Powers.. ................................................................ 14-4 Loans and Borrowing Powers ..............................................14-5 Nominee Powers ..................................... ............................. 14-6 Oil, Gas and Mineral Interests.............................................. 14-6 Payment of Taxes and Expenses ..........................................14-6 Qualified Family Owned Business Interests Deduction ......14-6 Qualified Real Property Valuation....................................... 14- 7 Real Estate Powers............................................................... 14- 7 Residences and Tangible Personal Property........................ 14-7 Retention and Abandonment of Trust Property................... 14-8 Securities, Brokerage and Margin Powers ...........................14-8 Settlement Powers ....................................................... ......... 14-9 Limitation on My Trustee's Powers..................................... 14-9 . . . iii ," Article Fifteen Section 15.01 Section 15.02 Section 15.03 Section 15.04 Section 15.05 Section 15.06 Section 15.07 General Provisions.............. ............. ........................ 15-1 ...... Maximum Term for Trusts................................................... 15;.1 Spendthrift Provision................................... ......................... 15-1 Contest Provision ........... ................. .......................... ........... 15-1 Survivorship Presumption ...................................... .............. 15-2 Changing the Situs of Administration.................................. 15-2 Definitions................ ........ ............... ..................................... 15-2 General Provisions and Rules of Construction ....................15-7 . . . . . . . . . iv -' . . . . . . . . 1 i . The ROBERT J. TRACE Living Trust ".r. . Article One Establishing My Trust The date of this trust agreement is July 5, 2005. The parties to this agreement are ROBERT J. TRACE, also known as Robert John Trace, (the "Trustmaker") and ROBERT J. TRACE and MARGARET TRACE FOSTER, Trustees (collectively, the "Trustee"). Section 1.01 Identifying My Trust My trust may be referred to as "ROBERT J. TRACE and MARGARET TRACE FOSTER, Trustees of the ROBERT J. TRACE Living Trust dated July 5, 2005, and any amendments thereto." For the purpose of transferring property to my trust, or identifying my trust in any beneficiary or pay-on-death designation, any description referring to my trust shall be effective if it reasonably identifies my trust and indicates that the trust property is held in a fiduciary capacity. Section 1.02 Reliance by Third Parties on Affidavit or Certification of Trust From time to time, third parties may require documentation to verify the existence of this agreement, or particular provisions of it, such as the name or names of my Trustee or the powers held by my Trustee. To protect the confidentiality of this agreement, my Trustee may use an affidavit or a certification of trust that identifies my Trustee and sets forth the authority of my Trustee to transact business on behalf of my trust. The affidavit or certification may include pertinent pages from this agreement, such as title or signature pages. A third party may rely upon an affidavit or certification of trust that is signed by my Trustee with respect to the representations contained in the affidavit or certification of trust. A third party relying upon an affidavit or certification of trust shall be exonerated from any liability for actions the third party takes or fails to take in reliance upon the representations contained in the affidavit or certification of trust. A third party dealing with my Trustee shall not be required to inquire into the terms of this agreement or the authority of my Trustee, or to see to the application that my Trustee makes of funds or other property received by my Trustee. 1-1 Section 1.03 Transferring Property to My Trust _\~ Any person or entity may transfer property of any kind, nature and description to my trust in any manner authorized by law. (a) Initial Funding of My Trust . By execution of this agreement, I transfer, convey and assign to my Trustee the trust property described on Schedule A, attached to this agreement. (b) Acceptance by My Trustee . . By execution of this agreement, my Trustee accepts and agrees to hold the trust property described on Schedule A. All property transferred to my trust after the date of this agreement must be acceptable to my Trustee. My Trustee may refuse to accept any property. My Trustee shall hold, administer and dispose of all trust property accepted by my Trustee for my benefit and the benefit of my beneficiaries in accordance with the terms of this agreement. Section 1.04 Powers Reserved by Me as Trustmaker . During my lifetime, I shall retain the powers set forth in this Section in addition to any powers that I reserve in other provisions of this agreement. (a) Action on Behalf of Our Trust . During any period during my lifetime that two or more Trustees are serving, either or both of the Trustees may jointly may act for and conduct business on behalf of the trust without the consent of any other Trustee. (b) Action on Behalf of My Trust . During any period that I am serving as a Trustee of my trust, I may act for and conduct business on behalf of my trust without the consent of any other Trustee. (c) Amendment, Restatement or Revocation . I have the absolute right, at any time and from time to time, to amend, restate, or revoke any term or provision of this agreement in whole or in part. Any amendment, restatement, or revocation must be in a written instrument signed by me. . My agent acting under a valid power of attorney executed by me may amend this agreement to the extent the agent is specifically authorized to do so in the instrument appointing the agent. An amendment made by my . 1-2 -\ _i . . . . . . . . \ ., i / . agent in good faith shall be conclusive on all persons interested in the trust and my agent shall not be liable for the consequences of any amendment or for not having amended the trust. An amendment by my agent must be in a written instrument signed by the agent. (d) Addition or Removal of Trust Property I have the absolute right, at any time and from time to time, to add to the trust property and to remove any property from my trust. (e) Control of Income and Principal Distributions I have the absolute right to control the distribution of income and principal from my trust. My Trustee shall distribute to me, or to such persons or entities as I may direct, as much of the net income and principal of the trust property as I deem advisable. My Trustee may distribute trust income and principal to me or for my unrestricted use and benefit, even to the exhaustion of all trust property. Any undistributed income shall be added to the principal of my trust. (1) Approval of Investment Decisions I have the absolute right to approve my Trustee's investment decisions. My approval of investment decisions shall be binding on all other beneficiaries of this agreement. Section 1.05 Grantor Trust Status By reserving the broad rights and powers set forth in Section 1.04 of this Article, I intend to qualify my trust as a "Grantor Trust" under Sections 671 to 677 of the Internal Revenue Code so that, for federal income tax purposes, I will be treated as the owner during my lifetime of all the assets held in my trust as though I held them in my individual capacity. During any period that my trust is a Grantor Trust, the taxpayer identification number of my trust shall be my social security number, in accordance with Treasury Regulation Section 301.6109-1(a)(2). 1-3 Article Two Family Information - - I was married to Margaret Brinham Trace on May 15, 1942, who died on March 27, 2005. I have three children. Their names and dates of birth are: . MARGARET ANN TRACE FOSTER, born on May 23, 1943; ROBERT JOHN TRACE, JR., born on May 9, 1945; and SUSAN MARY TRACE NEWTON, born on AprilS, 1948 . All references in this agreement to "my children" are references to these children. References to "my descendants" are to my children and their descendants. . . . . . . 2-1 _i - - . . . . . . . } . Article Three Trustee Succession and Trust Protector Provisions Section 3.01 Resignation of a Trustee A Trustee may resign by giving notice to me. If I am deceased, a resigning Trustee shall give notice to the income beneficiaries of the trust and to any other Trustee then serving. Section 3.02 Trustee Succession During My Lifetime During my lifetime, this Section shall govern the removal and replacement of my Trustees. (a) Removal and Replacement by Me I may remove any Trustee with or without cause at any time. If a Trustee is removed, resigns or cannot continue to serve for any reason, I may serve as sole Trustee, appoint a Trustee to serve with me or appoint a successor Trustee. (b) During My Incapacity During any time that I am incapacitated, the following shall replace any then serving Trustee in the order named: MARGARET TRACE FOSTER and then ROBERT J. TRACE, JR. and SUSAN TRACE NEWTON or the survivor of them If I am incapacitated and there is no named successor Trustee, my Trust Protector shall appoint my successor Trustee. If my Trust Protector is unable to name my successor Trustee, a majority of my children shall appoint my successor Trustee. All appointments, removals and revocations shall be by signed written instrument. Notice of removal shall be delivered to the Trustee being removed and shall be effective in accordance with the provisions of the notice. Notice of appointment shall be delivered to and accepted by the successor Trustee and shall become effective at that time. A copy of the notice shall be attached to this agreement. ,- 3-1 Section 3.03 Trustee Succession After My Death After my death, this Section shall govern the removal and replacement of my Trustees. (a) Administrative Trustee - - I appoint the following, in the order named, to serve as successor Trustee during the administration of my Trust: . MARGARET TRACE FOSTER and then ROBERT J. TRACE, JR. and SUSAN T. NEWTON, or the survivor of them (b) Trustee of Protective Trust Shares for Each of Child . Upon my death, I have created separate lifetime protective trusts, Exempt and Nonexempt, for the benefit of each of my children As to the protective trust or trusts ("trust") created for each child beneficiary, upon the establishment of such separate trust share, the child beneficiary of such trust shall serve as the Trustee of his or her own separate trust share. . . At any time the beneficiary is serving as Trustee of his or her trust share, he or she may elect to appoint a Cotrustee of such trust. It is my belief that a Cotrustee would be beneficial for each trust share created hereunder, but I do not require that one be appointed. It is also my belief that the best Cotrustee would be an Independent Special Trustee as that term is defined hereunder. If a Cotrustee is appointed, the child beneficiary shall have the right to remove such Cotrustee once within each three year period and to appoint a successor Cotrustee. . . In the event the child beneficiary appoints a Cotrustee of his or her separate trust and the child beneficiary subsequently is unable to serve as trustee because of death, disability or for any reason, then in such an event, the then-serving Cotrustee shall continue to serve as Trustee of the child's trust share. . In the event an appointed Cotrustee is serving as the sole trustee of any separate share trust, such Cotrustee shall have the authority to appoint its successor Trustee. Such appointment shall be in writing and shall be on any terms the then serving sole Trustee determines appropriate. In the event a child beneficiary is serving as the sole Trustee and he or she is unable to serve as Trustee because of death, disability, or for any other . 3-2 reason, he or she shall have the authority to appoint a successor Trustee for such trust share. Such appointment shall be in writing and shall be on any terms the appointing Trustee determines appropriate. . In the event a child beneficiary is unable to serve as Trustee because of death, disability or for any other reason, and he or she has not appointed a Cotrustee or has not appointed a successor Trustee, a vacancy shall exist and it shall be filled with reference to other sections of this Article. . If the interest of a beneficiary will be merged into a life estate or an estate for years because the beneficiary is serving as sole Trustee, the beneficiary shall appoint a Cotrustee to avoid such merger. Similarly, if the interest of a beneficiary becomes or is likely to become subject to the claims of any creditor or to legal process as a result of serving as sole Trustee the beneficiary shall appoint an independent Trustee to serve as Cotrustee. (c) Trustee of Trust Shares for Grandchildren Trust Shares . If a trust "tor a child beneficiary continues beyond that child's lifetime for the benefit of his or her children (such trust share known as a grandchild's trust share), this subsection shall govern. . In the exercise of any power of appointment by the child beneficiary, it is my hope that the child beneficiary shall have provided instructions for trusteeship for a grandchild's trust share. In that event, the instructions in the exercise of the power of appointment shall apply instead of the instructions which follow. . The then-serving Cotrustee (or sole Trustee) of the previous trust share (a child's trust share) shall continue to serve as the Trustee for the grandchild's trust share. Notwithstanding other provisions to the contrary, such trustee shall qualify as an Independent Special Trustee. Such Cotrustee shall have the authority to appoint its successor Trustee, who shall also qualify as an Independent Special Trustee. Such appointment shall be in writing and shall be on any terms the then serving sole Trustee determines appropriate. . . The grandchild beneficiary, provided he or she has attained the age of 30, shall be entitled to serve as a Cotrustee of his or her trust share. If the beneficiary does not desire to serve as Trustee, the then-serving Independent Special Trustee of the trust shall continue to serve as the sole Trustee. The grandchild beneficiary, at any time thereafter, may elect to serve as a Trustee. . At no time shall a grandchild beneficiary serve as the sole Trustee of his or her trust share. . 3-3 . If the Independent Special Trustee resigns, dies, or is unable to serve for any reason, the grandchild beneficiary shall forthwith appoint a successor Independent Special Trustee. No distributions may be made from the grandchild's trust share unless an Independent Special Trustee is then serving. If no replacement Trustee is appointed within 60 days, a vacancy in the trusteeship shall exist. If no person qualifying as an Independent Special Trustee is then serving at the time of the establishment of the grandchild's trust share, the grandchild beneficiary shall forthwith appoint an Independent Special Trustee for such trust share. If the beneficiary fails to do so within 60 days, a vacancy shall exist. . . The beneficiary shall have the authority to remove the then-serving Independent Special Trustee once in every 3 year period. The beneficiary may then appoint a successor Independent Special Trustee for such trust. However, no such right to remove and replace shall exist unless the beneficiary has attained the age of 30 and the then-serving Independent Special Trustee has served as Trustee of such grandchild's trust for at least 3 years. . If a beneficiary is a minor or is incapacitated, the parent or legal representative of the beneficiary may act on behalf of the beneficiary. Nothing in this subsection shall limit the authority of a Trust Protector to remove a Trustee under the provisions of Section 3.10(h) of this Article. (d) Trustee of Trust Shares for Great-Grandchildren Trust Shares . If a trust is created for a great-grandchild beneficiary, the terms of the trusteeship shall be the same as the terms for trusteeship for trusts for. grandchildren. . (e) Default of Designation . If the office of Trustee of a trust created under this agreement is vacant and no designated successor Trustee is able and willing to act as Trustee, my Trust Protector shall appoint a successor Trustee. If the Trust Protector is unable or unwilling to act, a majority of the income beneficiaries of any trust created hereunder shall appoint for such trust for which a vacancy exists an Independent Special Trustee that is not related or subordinate to the person or persons making the appointment within the meaning of Section 672(c) of the Internal Revenue Code as successor Trustee. . Any beneficiary may petition a court of competent jurisdiction to appoint a successor Trustee to fill any vacancy remaining unfilled after a period of . 3-4 , _t~ 30 days. By making such appointment, the court shall not thereby acquire any jurisdiction over the trust, except to the extent necessary for making the appointment. If a beneficiary is a minor or is incapacitated, the parent or legal representative of the beneficiary may act on behalf of the beneficiary. . Section 3.04 Notice of Removal and Appointment Notice of removal shall be in writing and shall be delivered to the Trustee being removed, along with any other Trustees then serving. The notice of removal shall be effective in accordance with its provisions. . Notice of appointment shall be in writing and shall be delivered to the successor Trustee and any other Trustees then serving. The appointment shall become effective at the time of acceptance by the successor Trustee. A copy of the notice shall be attached to this agreement. . Section 3.05 Appointment of a Cotrustee . Any individual Trustee may appoint an individual or a corporate fiduciary as a Cotrustee. A Cotrustee so named shall serve only as long as the Trustee who appointed such Cotrustee serves (or, if such Cotrustee was named by more than one Trustee acting together, by the last to serve of such Trustees), and such Cotrustee shall not become a successor Trustee upon the death, resignation, or incapacity of the Trustee who appointed such Cotrustee, unless so appointed under the terms of this agreement. The Trustee appointing a Cotrustee may revoke the appointment at any time with or without cause. . Section 3.06 Corporate Fiduciaries . Any corporate fiduciary serving under this agreement as a Trustee must be a bank, trust company, or public charity that is qualified to act as a fiduciary under applicable federal and state law and that is not related or subordinate to any beneficiary within the meaning of Section 672(c) of the Internal Revenue Code. Such corporate fiduciary shall: . Have a combined capital and surplus of at least Ten Million Dollars; or Maintain in force a policy of insurance with policy limits of not less than Ten Million Dollars covering the errors and omissions of my Trustee with a solvent insurance carrier licensed to do business in the state in which my Trustee has its corporate headquarters; or . Have at least Twenty-Five Million Dollars in assets under management. . 3-5 Section 3.07 Incapacity of a Trustee . If any individual Trustee becomes incapacitated, it shall not be necessary for the incapacitated Trustee to resign as Trustee. For Trustees other than me, a written declaration of incapacity by the Cotrustee, if any, or, if none, by the party designated to succeed the incapacitated Trustee, if made in good faith and if supported by a written opinion of incapacity by a physician who has examined the incapacitated Trustee, will terminate the trusteeship. Section 3.08 Appointment of Independent Special Trustee . If for any reason the Trustee of any trust created under this agreement is unwilling or unable to act with respect to any trust property or any provision of this agreement, my Trust Protector shall appoint, in writing, a corporate fiduciary or a Certified Public Accountant to serve as an Independent Special Trustee as to such property or with respect to such provision. The Independent Special Trustee appointed shall not be related or subordinate to any beneficiary of the trust within the meaning of Section 672(c) of the Internal Revenue Code. My Trust Protector may revoke any such appointment at will. . . A Certified Public Accountant for this purpose shall be a practicing accountant with the "CPA" designation, be in good standing with his or her regulatory authority, and not be related to the beneficiary or his or her spouse, by blood or marriage and not be subordinate to the beneficiary or his or her spouse within the meaning of Section 672(c ) of the Internal Revenue Code. . An Independent Special Trustee shall exercise all fiduciary powers granted by this agreement unless expressly limited elsewhere in this agreement or by my Trust Protector in the instrument appointing the Independent Special Trustee. An Independent Special Trustee may resign at any time by delivering written notice of resignation to my Trust Protector. Notice of resignation shall be effective in accordance with the terms of the notice. . Section 3.09 Rights and Obligations of Successor Trustees . Each successor Trustee serving under this agreement, whether corporate or individual, shall have all of the title, rights, powers and privileges granted to the initial Trustees named under this agreement. In addition, each successor Trustee shall be subject to all of the restrictions imposed upon, as well as all obligations and duties, both discretionary and ministerial, given to the initial Trustees named under this agreement. Section 3.10 Provisions for Trust Protector . The function of the Trust Protector is to assist, if needed, in protecting the interests of my beneficiaries and in achieving my objectives as manifested by the other provisions of this agreement. . 3-6 -' Any successor Trust Protector named or appointed under this Section shall be a corporate fiduciary or an individual who is not related or subordinate to any beneficiary within the meaning of Section 672(c) of the Internal Revenue Code. (a) Designation of Trust Protector . A person or entity selected by NATHANIEL E. CLEMENT shall serve as Trust Protector of each trust created under this agreement. (b) Resignation of Trust Protector . A Trust Protector may resign by giving notice to me. H I am deceased, a resigning Trust Protector shall give notice to the income beneficiaries of the trust and to the Trustee then serving. Such resignation shall take effect on the date set forth in the notice, which date shall not be earlier than thirty (30) days after the date of delivery of the notice of resignation, unless an earlier effective date shall be agreed to by me or by a majority of the income beneficiaries of the trust. A resigning Trust Protector shall not be liable or responsible for the act of any successor Trust Protector. . (c) Removal and Replacement by Me . I may remove any Trust Protector with or without cause at any time. H a Trust Protector is removed, resigns or cannot continue to serve for any reason, I may appoint a successor Trust Protector. . (d) Authority of :My Trust Protector to Appoint a Successor Trust Protector . Any Trust Protector (including successors) shall have the right to appoint a successor Trust Protector in writing, such appointment to take effect upon the death, resignation or incapacity of the appointing Trust Protector. If I have named a successor Trust Protector, the appointment of a successor Trust Protector under this subsection shall take effect only if and when all Trust Protectors that I have named fail to qualify or cease to act. (e) Removal by Beneficiaries . After my death, a majority of the income beneficiaries may remove a Trust Protector with or without cause at any time. (f) Default of a Designated Trust Protector . If the office of Trust Protector for a trust is vacant and there is no effectively named successor Trust Protector, a majority of the income . 3-7 beneficiaries of the trust may appoint a successor Trust Protector for the trust. (g) Rights of Successor Trust Protectors - - Any successor Trust Protector shall have all of the authority of any predecessor Trust Protector, but will not be responsible for the acts or omissions to act of its predecessor. (h) Power to Remove and Appoint Trustees . During any time I am incapacitated and following my death, my Trust Protector shall have the authority to remove any Trustee of a trust created under this agreement other than my descendants. . Whenever the office of Trustee of a trust is vacant and no successor Trustee is effectively named, my Trust Protector shall appoint an individual or a corporate fiduciary to serve as Trustee. A Trust Protector may not appoint itself as a Trustee and a Trust Protector may not simultaneously serve as both Trust Protector and Trustee. (I) Good Faith Standard Imposed . . The authority of my Trust Protector is conferred in a nonfiduciary capacity, and my Trust Protector shall not be liable for any action taken in good faith. My Trust Protector shall not be liable for any act or omission to act and shall be reimbursed promptly for any costs incurred in defending or settling any claim brought against it in its capacity as Trust Protector unless it is conclusively established that the act or omission to act was motivated by an actual intent to harm the beneficiaries of the trust or was an act of self-dealing for personal pecuniary benefit. . 0) Power to Amend Trust Agreement During any time I am incapacitated and following my death, my Trust Protector may amend any provision of this agreement as it applies to any trust to which the Trust Protector is serving as Trust Protector to: . Alter the administrative and investment powers of my Trustee; Reflect tax or other legal changes that affect trust administration; . Correct ambiguities, including scrivener errors, that might otherwise require court construction or reformation; . 3-8 Grant a beneficiary of any trust created under this agreement the unlimited and unrestricted testamentary general power to appoint to the creditors of the beneficiary's estate, or otherwise, any property remaining in trust with an inclusion ratio greater than zero, which in the absence of the exercise of a power of appointment would pass to a skip person for generation-skipping transfer tax purposes. . Notwithstanding the foregoing my Trust Protector shall not amend this agreement in any manner that would result in a reduction in the estate tax charitable deduction under Section 2055 to which my estate would otherwise be entitled or limit or alter the rights of a beneficiary in any trust assets held by the trust before the amendment. An amendment made by my Trust Protector in good faith shall be conclusive on all persons interested in the trust and my Trust Protector shall not be liable for the consequences of any amendment or for not having amended the trust. An amendment to this agreement shall be made in a written instrument signed by my Trust Protector. My Trust Protector shall deliver a copy of the amendment to the income beneficiaries and my Trustee. . . (k) Not a General Power of Appointment . Notwithstanding any other provision in this agreement to the contrary, my Trust Protector shall not participate in the exercise of a power or a discretion conferred under this agreement that would cause my Trust Protector to possess a general power of appointment within the meaning of Sections 2041 and 2514 of the Internal Revenue Code. Specifically, my Trust Protector may not use such powers for his or her personal benefit, nor for the discharge of his or her financial obligations. . (I) Release of Powers . My Trust Protector, acting on its own behalf and on behalf of all successor Trust Protectors, may at any time, by a written instrument delivered to my Trustee, irrevocably release, renounce, suspend or reduce any or all powers and discretions conferred on my Trust Protector by this agreement. (m) No Duty to Monitor . My Trust Protector shall have no duty to monitor any trust created under this agreement in order to determine whether any of the powers and discretions conferred by this agreement on my Trust Protector should be exercised. Further, my Trust Protector shall have no duty to keep informed as to the acts or omissions of others or to take any action to prevent or minimize loss. Any exercise or non-exercise of the powers and . 3-9 discretions granted to my Trust Protector shall be in the sole and absolute discretion of my Trust Protector, and shall be binding and conclusive on all persons. My Trust Protector is not required to exercise any power or discretion granted under this agreement. (n) Compensation Any Trust Protector serving hereunder shall be entitled to receive (but not required to accept) reasonable compensation for services as determined by my Trustee. My Trust Protector shall be entitled to reimbursement for all expenses incurred in the performance of its duties as Trust Protector, including travel expenses. . . Serving in the capacity of Trust Protector shall not prevent my Trust Protector from also providing legal, investment or accounting services on behalf of the trust or the trust beneficiaries. If my Trust Protector is providing professional services, my Trust Protector is entitled to charge its normal and customary fees for services rendered or to be rendered and in addition is entitled to be compensated for its services as Trust Protector. (0) Right to Examine . The books and records of each trust created under this agreement, including all documentation, inventories and accountings, shall be open and available for inspection by my Trust Protector at all reasonable times. . . . . . 3-10 Article Four Administration of My Trust During My Incapacity Section 4.01 Definition of My Incapacity I shall be considered incapacitated during any time that, because of age, illness, mental disorders, dependence on prescription medications or other substances, or any other cause, I am unable to effectively manage my property or financial affairs. Section 4.02 Determination of My Incapacity For purposes of this agreement, I am incapacitated if I am determined to be so under any one of the following subsections. (a) Private Determination - - I shall be deemed incapacitated if my "disability panel," by unanimous opinion, determines that my then existing circumstances fall within the definition of incapacity as provided in Section 4.01. I shall be deemed restored to capacity if each member of my disability panel signs a written opinion that I can effectively manage my property and financial affairs. . . (1) Disability Panel My disability panel shall consist of the following person: . ROBERT J. TRACE, JR., M.D. . My panel member may consult with my primary care physician, my other children, my attending physician or any medical specialist for assistance in determining my incapacity. (2) Replacement of Disability Panel Members . When more than one member serves on my disability panel, and one member is for any reason unable to serve on the panel, then the panel will consist of the remaining named individuals. If only one member serves on the panel or if multiple members serve and no others remain to serve, my panel shall consist of MARGARET TRACE FOSTER . 4-1 and SUSAN T. NEWTON. If both of them are unable to serve. then my disability panel will consist of my primary care physician or attending physician and the individual or corporate fiduciary that would then be serving as my Trustee if I had already been declared incapacitated. (b) Court Determination I shall be deemed incapacitated if a court of competent jurisdiction determines that I am legally incapacitated. incompetent. or otherwise unable to effectively manage my property or financial affairs. (c) Detention or Disappearance I shall be deemed incapacitated if I cannot effectively manage my property or financial affairs due to my unexplained disappearance or absence for more than 30 days. or if I am detained under duress. My disappearance. absence. or detention under duress may be established by an affidavit of my Trustee. or. if no Trustee is serving under this agreement. by the affidavit of any beneficiary under this agreement. The affidavit shall describe the circumstances of my disappearance, absence. or detention under duress. A third party dealing with my Trustee in good faith may always rely on the representations contained in the affidavit. - - Section 4.03 Trust Distributions During My Incapacity During any period of time that I am incapacitated. my Trustee shall administer my trust and distribute its net income and principal as provided in this Section. . (a) Distributions for My Benefit . My Trustee shall regularly and conscientiously make appropriate distributions of trust income and principal for my general welfare and comfort under the circumstances existing at the time such distributions are made. . Distributions under this subsection shall include payments for any of my enforceable legal obligations. My Trustee may also make distributions for the payment of insurance premiums for insurance policies owned by me or by my trust. including but not limited to. life. medical. disability. property and casualty. errors and omissions and long-tenn health care insurance policies. . The examples included in this subsection are for purposes of illustration only and are not intended to limit the authority of my Trustee to make distributions for my benefit that my Trustee determines to be appropriate. . 4-2 (b) Manner of Making Distributions My Trustee may make distributions for my benefit in anyone or more of the following ways: To me, but only to the extent I am able to manage such distributions; To other persons and entities for my use and benefit; To my agent or attorney-in-fact authorized to act for me under a legally valid durable power of attorney executed by me prior to my incapacity; To my guardian or conservator who has assumed responsibility for me under any court order, decree or judgment issued by a court of competent jurisdiction. - - (c) Distributions for the Benefit of Persons Dependent on Me . My Trustee also may distribute as much of the net income and principal as my Trustee deems necessary for the health, education, maintenance or support of persons that my Trustee detennines to be dependent on me for support. (d) Guidance for My Trustee Regarding Distributions . In making distributions under subsections (a) and (c), my Trustee shall give consideration first to my needs, and then to the needs of those persons dependent on me. . When making distributions under subsection (c), I request, but do not require, that my Trustee, in its sole and absolute discretion, consider other income and resources available to the beneficiaries. My Trustee may make unequal distributions, distributions to some but not all beneficiaries or no distributions. . A distribution made to a beneficiary under this Section shall not be considered an advance and shall not be charged against the share of the beneficiary that may be distributable under any other provision of this agreement. (e) Distributions to Agents under General Durable Power of Attorney . My Trustee may make distributions to any agent under a valid power of attorney executed by me for the purpose of making gifts as authorized in . 4-3 the power of attorney, or to assist my agent in carrying out my estate planning objectives. (f) Power to Make Gifts My Trustee is authorized to make gifts as provided in this subsection. (1) Continuation of My Gifting My Trustee is authorized to honor pledges and continue to make gifts to charitable organizations that I have regularly supported in the amounts I have customarily given. My Trustee may make gifts in order to assure the continuation of any gifting program initiated by me prior to the time I became incapacitated. (2) Gifts to Trust Beneficiaries - - My Trustee may make gifts on my behalf, limited in amount to the federal annual gift tax exclusion amount, to or for the benefit of any remainder or contingent beneficiary named in this agreement for purposes my Trustee considers to be in my best interest or in the best interest of the beneficiary, including, without limitation, the minimization of income, estate, inheritance or gift taxes. (3) Gifts Limited to the Annual Exclusion Amount . . My Trustee may make gifts on my behalf, limited in amount to the federal annual gift tax exclusion amount, to or for the benefit of any remainder or contingent beneficiary named or described by class in this agreement for purposes my Trustee considers to be in my best interest or in the best interest of the beneficiary, including, without limitation, the minimization of income, estate, inheritance or gift taxes. . (4) Gifts in Excess of the Annual Exclusion Amount . My Trustee may make gifts in excess of the annual federal gift tax exclusion only if my Trust Protector consents to such gifts in writing. Before consenting to gifts in excess of the annual federal gift tax exclusion, my Trust Protector must. make a determination that such gifts are in my best interest and the best interests of my beneficiaries. My Trust Protector shall not be liable to me or any beneficiary . 4-4 for exercising or failing to exercise its discretion to make gifts . (5) Gifts for Tuition My Trustee may prepay the cost of tuition for any remainder or contingent beneficiary named in this agreement. My Trustee shall make such payments directly to the educational institution or by establishing and contributing to a Qualified State Tuition Program established under Section 529 of the Internal Revenue Code. (6) Gifts for Medical Expenses My Trustee may pay medical expenses for any remainder or contingent beneficiary named in this agreement as permitted under Section 2503(e) of the Internal Revenue Code. My Trustee shall make such payments directly to the medical provider. (7) Gifts by Interested Trustees limited to Ascertainable Standards . . An Interested Trustee may only make gifts that are necessary for the health, education and maintenance of the person to whom gifts are made. The Trustee is not required to consider other income and resources available to the person to whom a gift is made. (8) Methods of Making Gifts . My Trustee may make gifts of trust property under this subsection outright, in trust or in any other manner that my Trustee, in its sole and absolute discretion, deems appropriate. . By way of example and without limiting my Trustee's powers under this subsection, my Trustee is specifically authorized to make gifts by creating tenancy in common and joint tenancy interests or establishing irrevocable trusts including charitable or non-charitable split interest trusts. . My Trustee may make gifts of trust property by establishing and contributing trust property to corporations, family limited partnerships, limited liability partnerships, limited liability companies or other similar entities and by making gifts of interests in any of those entities. . 4-5 To accomplish the objectives described in this subsection, my Trustee may establish and maintain financial accounts of alltypes and may execute, acknowledge, seal and deliver deeds, assignments, agreements, authorizations, checks and other instruments. My Trustee may prosecute, defend, submit to arbitration, settle or propose or accept a compromise with respect to a claim existing in favor of or against me based on or involving a gift transaction on my behalf and may intervene in any related action or proceeding. My Trustee may perform any other act my Trustee considers necessary or desirable to complete a gift on my behalf in accordance with the provisions of this subsection. (9) Standard for Making Gifts . It is my desire that in making gifts on my behalf, my Trustee consider the history of my gift making and my estate plan. To the extent reasonably possible, I direct my Trustee to avoid disrupting the dispositive provisions of my estate plan as established by me prior to my incapacity. . . . . . . 4-6 Article Five Administration of My Trust Upon My Death Section 5.01 My Trust Shall Become Irrevocable Upon my death, my trust shall become irrevocable and my social security number may no longer be used to identify my trust. My Trustee shall apply for a separate taxpayer identification number for my trust. Section 5.02 Administrative Trust . After my death and prior to the distribution of trust property as provided in the subsequent Articles of this agreement, my trust shall be an administrative trust but may continue to be known as the ROBERT J. TRACE LIVING TRUST. My administrative trust shall exist for a reasonable period of time necessary to complete the administrative tasks set forth in this Article. . Section 5.03 Payment of My E~penses and Taxes My Trustee is authorized but not directed to pay from the administrative trust: . Expenses of my last illness, funeral and burial or cremation, including expenses of memorials and memorial services; Legally enforceable claims against me or my estate; Expenses of administering my trust and my estate; and . Court ordered allowances for those dependent upon me. . These authorized payments are discretionary with my Trustee. My Trustee may make decisions on these payments without regard to any limitation on payment of such expenses imposed by law and may make payments without obtaining the approval of any court. No third party may enforce any claim or right to payment against my trust by virtue of this discretionary authority. My Trustee shall not pay any administrative expenses from assets passing to an organization that qualifies for the federal estate tax charitable deduction or to a split-interest charitable trust. . My Trustee shall pay death taxes out of the principal of the trust property as provided in Section 5.05. If, however, a probate estate is opened within six months from the date of my death, my Personal Representative shall pay claims, expenses and death taxes from . 5-1 my probate estate to the extent that the cash and readily marketable assets included in my probate estate are sufficient to pay such items unless my Trustee has already paid them. Section 5.04 Restrictions on Certain Payments from Qualified Retirement Plans The "designation date" shall mean September 30 of the calendar year following the calendar year in which my death occurst or such other date as shall be established by Treasury Regulations or other tax law authority as the final date for determining whether this trust meets the requirements for treatment of the trust's oldest beneficiary as if he or she had been named directly as beneficiary of any qualified retirement plan payable to this trust. . Notwithstanding any other provision of this agreement or state law to the contraryt my Trustee may nott on or after the "designation date", distribute to or for the benefit of my estate, any charity or any other non-individual beneficiary any qualified retirement benefit payable to a trust created under this agreement. It is my intent that all such qualified retirement benefits held by or payable to this trust on or after the designation date be distributed to or held for only individual beneficiaries, within the meaning of Section 401(a)(9) of the Internal Revenue Code. . Accordingly I direct that qualified retirement benefits not be used or applied on or after the designation date for payment of my debtst taxest expenses of administration or other claims against my estate or for payment of estatet inheritance or similar transfer taxes due on account of my death. This paragraph shall not apply to any bequest or expense that is specifically directed to be funded with qualified retirement benefits. . Section 5.05 Payment of Death Taxes . For the purposes of this Articlet the term "death taxes" shall refer to any taxes imposed by reason of my death by federalt state or local authorities, including but not limited to estatet inheritance, giftt and direct-skip generation-skipping transfer taxes. For purposes of this Section, death taxes shall not include any additional estate tax imposed by Section 2031(c)(5)(C), Section 2032A(c) or Section 2057(f) of the Internal Revenue Code or any other comparable recapture tax imposed by any taxing authority. Nor shall death taxes include any generation-skipping transfer tax, other than a direct skip generation-skipping transfer tax. . . Except as otherwise specified in this Article, my Trustee shall apportion death taxes among the beneficiaries as those beneficiaries are determined for the purpose of the tax. In so doingt my Trustee shall charge the death taxes only against the property generating the tax taking into consideration the applicable provisions of the Internal Revenue Code, other applicable laws apportioning the death taxes and the provisions of any instrument governing such property. The values used in determining the tax are to be used for tax apportionment purposes. . 5-2 To the extent practicable, my Trustee shall deduct the amount of the death taxes from the property distributable under this agreement and recover from the beneficiaries of property passing other than under this agreement their allocable share of death taxes, unless my Trustee in its discretion determines that the cost of recovery is greater than such recovery warrants. If death taxes are not collected from the beneficiary of property passing other than under this agreement, my Trustee shall apportion the amount not recovered equitably among the other beneficiaries who are subject to apportionment. Section 5.06 No Apportionment Between Current and Future Interests No interest in income and no estate for years or for life or other temporary interest in any property or trust are subject to apportionment as between the temporary interest and the remainder. The tax on the temporary interest and the tax, if any, on the remainder are chargeable against the corpus of the property or trust subject to the temporary interest and remainder. Section 5.07 Coordination with My Personal Representative The following provisions are intended to help facilitate the coordination between my Personal Representative, if any, and my Trustee. These provisions apply even if my Personal Representative and my Trustee are the same person or entity. (a) Reliance on My Personal Representative My Trustee may rely upon the written request of my Personal Representative for payments authorized under this Article and the amounts included in such payments without computing the sums involved. If a payment is made under this Article to my Personal Representative, my Trustee shall not have any duty to inquire into the application of the payment. (b) Receipt of Probate Property My Trustee may accept or decline any distributions of property tendered to my Trustee by my Personal Representative. As to property deemed acceptable by my Trustee, my Trustee may accept the property without audit and without obligation to review the records of my Personal Representative. (c) Purchase of Assets from and Loans to My Probate Estate My Trustee is authorized to purchase and retain, as an investment for my trust estate, any property that forms a part of my probate estate. My Trustee may make loans, with or without security, to my probate estate. My Trustee shall not be liable for any loss suffered by my trust as a result of the exercise of the powers granted to my Trustee in this subsection. 5-3 (d) Discretionary Distributions to My Personal Representative My Trustee is authorized to distribute to my probate estate, as a beneficiary of this trust, cash or other trust property, including accrued income, to whatever extent my Trustee determines it to be in the best interests of the beneficiaries of my trust. Section 5.08 Authority to Make Tax Elections Following my death, I authorize my Trustee to make tax elections as provided in this Section. If, however, a Personal Representative is appointed for my probate estate and as my Personal Representative is the recipient of specific statutorily delegated authority relative to any tax election, the discretionary authority granted my Trustee relative to the t~ election shall be subordinate to the statutorily delegated authority. (a) Tax Elections My Trustee's authority to make tax elections shall include, but shall not be limited to, the right to choose the alternate valuation date, the right to elect whether to take administration expenses as estate tax deductions or income tax deductions, the right to allocate my unused generation-skipping exemption to all or any portion of the trust property, the right to make special use valuation elections, and the right to defer payment of all or any portion of any taxes. My Trustee may elect to treat my administrative trust as part of my estate for federal or state income tax purposes or both. My Trustee may elect to have trust property qualify for the "family owned business deduction" authorized under Section 2057 of the Internal Revenue Code. My Trustee may enter into any agreement on behalf of my trust that is necessary to validly make such election under the Internal Revenue Code. My Trustee may make equitable adjustments between income and principal on account of any tax elections made by my Trustee. (b) Allocation of GST Exemption My Trustee may elect to allocate or not allocate any portion of the available GST exemption under Section 2631 of the Internal Revenue Code, or a counterpart exemption under any applicable state law, to any property of which I am the transferor or deemed transferor for generation- skipping transfer tax purposes, including any property transferred by me during my life as to which I did not make an allocation prior to death. The exercise of such discretion shall be based on the transfers, gift tax returns 5-4 and other information known to my Trustee, with no requirement that allocations benefit the various transferees or beneficiaries equally, proportionally, or in any other particular manner. (c) Qualified Conservation Easements My Trustee may create a qualified conservation easement, as defined in Section 2031(c)(8)(A) of the Internal Revenue Code in any land held by my trust and make the necessary election provided by Section 2031(c)(6). 5-5 Article Six Disposition of Tangible Personal Property Section 6.01 Distribution of Tangible Personal Property by Memoranda I reserve the right to make dispositions of items of tangible personal property by a signed written memorandum executed after I sign this agreement that refers to my trust and lists items of tangible personal property and designates the beneficiary of each item. If I execute a memorandum, the memorandum is to be incorporated by reference into this agreement to the extent permitted by law. I direct that upon my death, my Trustee distribute the items of tangible personal property listed in the memorandum, together with any insurance policies covering such property and claims under such policies, as provided in the memorandum. Should I leave multiple written memoranda that conflict as to the disposition of any item of tangible personal property, the memorandum with the most recent date shall control as to those items that are in conflict. If the memorandum can not legally be incorporated by reference, the memorandum shall then be treated as an amendment to my trust and I request that my Trustee follow my wishes and distribute the items of tangible personal property listed in the memorandum according to its terms. Section 6.02 Distribution of Remaining Tangible Personal Property My Trustee shall distribute any tangible personal property not disposed of by a written memorandum to my children but not to their descendants, in shares of substantially equal value, to be divided among my children as my children shall agree. In the event that my Trustee determines that a child is incapable of acting in the child's best interest, my Trustee shall appoint a person to represent the child in the division. If my children are unable to agree upon the division of the property within 6 months after my death, my Trustee shall make the division. My Trustee may use a lottery or rotation system or any other method of allocation to determine the order of selection and distribution of the property. Alternatively, my Trustee may sell all or any portion of the property and distribute the net proceeds equally among my living children. My Trustee shall incur no liability to any party for any decision made by my Trustee with respect to either the division or sale of my tangible personal property, and any decision made by my Trustee shall be final and binding on all of my beneficiaries. 6-1 Section 6.03 Definition of Tangible Personal Property For purposes of this Article, my tangible personal property shall include but not be limited to my household furnishings, appliances and fixtures, works of art, motor vehicles, pictures,collectibles, personal wearing apparel and jewelry, books, sporting goods, and hobby paraphernalia. My tangible personal property shall not include any property that my Trustee, in its sole and absolute discretion, determines to be part of any business or business interest owned by me or my trust. If my Trustee receives property to be distributed under this Article from my probate estate or in any other manner after my death, my Trustee shall distribute the property, free of trust, in accordance with this Article. The fact that an item of tangible personal property was not received by my trust until after my death shall not affect the validity of the gift. If property to be distributed under this Article is not part of the trust property upon my death and is not subsequently transferred to my Trustee from my probate estate or in any other manner after my death, then the specific distribution of property made in this Article shall be considered null and void, without any legal or binding effect. Section 6.04 Encumbrances and Incidental Expenses of Tangible Personal Property it. My Trustee shall distribute property under this Article subject to any liens, security interests or other encumbrances on the property. '; -if My Trustee shall pay, as an administration expense, the reasonable expenses of storing, insuring, packing, transporting and otherwise caring for my tangible personal property until each item of property is actually delivered to the appropriate beneficiary. Section 6.05 Residuary Distribution Any tangible personal property not distributed under this or prior Articles of this agreement shall be distributed as provided in the Articles that follow. 6-2 Article Seven Creation of Trust Shares Upon My Death Section 7.01 Division of My Trust My Trustee shall divide the remaining trust property into Exempt and Nonexempt Shares. My Trustee shall allocate to the Exempt Share a fraction (the "Exempt Fraction") of the remaining trust property to the Exempt Share as defined in subsection (a). The balance of the trust property shall be allocated to the Nonexempt Share. My Trustee shall administer the Exempt Share as provided in Article Eight. My Trustee shall administer the Nonexempt Share as provided in Article Nine. (a) Computation of the Exempt Fraction The numerator of the Exempt Fraction is equal to the amount, if any, of my available GST Exemption, as defined in Section 15.06(c), and the denominator is the aggregate value, for federal estate tax purposes, of the remaining trust property. (b) Satisfaction of the Exempt Fraction My Trustee shall have complete authority and discretion to allocate property to the Exempt Share in satisfaction of the Exempt Fraction in cash or in kind, or partly in cash and partly in kind, or in undivided interests in property. In making the computations necessary to determine the Exempt Fraction, my Trustee shall use those values as finally determined for federal estate tax purposes. Once determined, the Exempt Fraction shall be fixed and shall not vary with changes in the value of the trust property subsequent to the valuation date used for federal estate tax purposes. However, since the Exempt Fraction is not intended to be a gift of a specified dollar amount or pecuniary in nature, my Trustee shall apply the fraction to the assets at their actual value on the effective date or dates of distribution so that the actual value of the fractional share resulting from the application of the Exempt Fraction will include fluctuations in the value of the trust property. If the numerator of such fraction is zero, no property shall be allocated to the Exempt Share. If the numerator of the fraction is equal to or greater than the denominator,all the remaining trust property shall be allocated to the Exempt Share. 7-1 (c) Allocation of GSTExemption I recommend, but do not require, that my Personal Representative or my Tru~tee will allocate my available GST Exemption to the Exempt Share. 7-2 Article Eight My Exempt Property My Trustee shall administer my exempt property as provided in this Article. Section 8.01 Division of My Exempt Property My Trustee shall divide my exempt property into separate shares of equal value for my children, per stirpes. Accordingly, the Trustee shall divide the exempt trust property into three separate shares of equal value and distribute each share to a separate trust established hereunder for the benefit of my children, Margaret Trace Foster, Robert J. Trace, Jr. and Susan Trace Newton. My Trustee shall administer the exempt share for each of my children (or their descendants) in a separate trust for the benefit of each child (or his or her descendants) as provided in the next Section. This trust shares for each of the children shall be known, respectively, as "the Margaret Trace Foster Exempt Trust," "the Robert J. Trace, Jr., Exempt Trust," and "the "Susan Trace Newton Exempt Trust," unless the Trustee of each such trust, in its sole discretion, chooses another name for the trust. Section 8.02 Administration of the Exempt Trusts My Trustee shall hold and administer each exempt trust for each such child of mine (known as "beneficiary" below) as follows: (a) Children's Exempt Trust Shares. Distributions of Income and Principal My Trustee, other than an Interested Trustee, may distribute to the beneficiary or his or her descendants (as a group known as "beneficiaries"), or both, as much of the income and principal of the trust as the Trustee, in its sole and absolute discretion, determines advisable for any purpose. If there is no Trustee that is not an Interested Trustee, my Trustee shall distribute to the beneficiary or the beneficiaries, or both, as much income and principal of the beneficiary's trust as my Trustee determines is necessary or advisable for their health, education and maintenance. 8-1 In making distributions, my Trustee shall give principal consideration to the needs of the beneficiary for whom the trust is created and only thereafter to the needs of the beneficiary's descendants; Any undistributed net income shall be accumulated and added to principal. (b) Guidelines for Discretionary Distributions In making discretionary distributions to the beneficiaries of the exempt trust, it is my desire to provide for their well-being and happiness. Although I request that my Trustee consider the other known resources available to the beneficiaries before making distributions, I also request that my Trustee be liberal in making any distributions to, or for the benefit of, the beneficiaries. I acknowledge that the principal of the exempt trust established for the beneficiary may be exhausted in making such distributions. (c) Right to Withdraw Principal In addition to distributions under (a) above, the beneficiary shall have the right, exercisable by written request to my Trustee during the month of December of each calendar year, to withdraw either in cash or in kind: An amount from the principal of the beneficiary's exempt trust not exceeding the amount referred to in Section 2514(e)(I) of the Internal Revenue Code (currently $5,000); and If the beneficiary is living on the last day of the calendar year, that percentage referred to in Section 2514(e)(2) of the Internal Revenue Code (currently 5%) of the current fair market value of the principal of the beneficiary's exempt trust that exceeds the amounts previously withdrawn by the beneficiary during the calendar year under this paragraph. The amount referenced by Section 2514(e)(I) of the Internal Revenue Code must be determined by taking into account all other powers of withdrawal exercised by the beneficiary that must be aggregated under Section 2514(e)(1) in determining the largest lapse that can occur without being treated as a release. This right of withdrawal shall be noncumulative and shall lapse if not exercised during the calendar year. My Trustee shall distribute the requested property to the beneficiary outright, free from trust. 8-2 (d) Lifetime Power of Appointment of Principal During the beneficiary's lifetime, my Trustee shall distribute as much of the principal of the beneficiary's exempt trust to or among one or more of my descendants and their spouses as the beneficiary from time to time directs in writing~ The beneficiary may not exercise this power for the purpose of discharging his or her legal obligations or otherwise for his or her pecuniary benefit. The beneficiary may not exercise this lifetime limited power of appointment to appoint to himself or herself, his or her estate, his or her creditors, or the creditors of his or her estate. I intend that this lifetime power of appointment be a limited power of appointment and not a general power of appointment as defined in Section 2041 of the Internal Revenue Code. (e) Distributions on the Death of the Child Beneficiary The beneficiary shall have the testamentary limited power to appoint all or any portion of the principal and undistributed income remaining in the beneficiary's exempt trust at the beneficiary's death among charities, my descendants or the spouse of the child beneficiary. The beneficiary may not exercise this limited power of appointment to appoint to the beneficiary, the beneficiary's estate, the beneficiary's creditors, or creditors of the beneficiary's estate. This power of appointment is intended to be a limited power of appointment and not a general power of appointment as defmed in Section 2041 of the Internal Revenue Code. Insofar as any part of the beneficiary's exempt trust shall not be effectively appointed, my Trustee shall distribute the remaining unappointed balance per stirpes in trusts to the descendants of the beneficiary. If the beneficiary has no living descendants, my Trustee shall distribute the balance of the trust property per stirpes in trusts to the descendants of the beneficiary's nearest lineal ancestor who was a descendant of mine or, if no such descendant is then living, per stirpes in trusts to my descendants. The ~sts are to be held and administered under the provisions which follow. 8-3 (f) Grandchildren Exempt Trust Shares - Distributions of Income and Principal The Trustee, other than an Interested -:rrustee, may distribute to the grandchild beneficiary ("beneficiary") or the beneficiary and his or her descendants (as a group known as "beneficiaries"), as much of the income and principal of the trust as the Trustee, in its sole and absolute discretion, determines advisable for any purpose. If there is no Trustee that is not an Interested Trustee, my Trustee shall distribute to the beneficiary or the beneficiaries, or both, as much income and principal of the beneficiary's trust as my Trustee determines is necessary or advisable for their health, education and maintenance. In making distributions, my Trustee shall give principal consideration to the needs of the beneficiary for whom the trust is created and only thereafter to the needs of the beneficiary's descendants. Any undistributed net income shall be accumulated and added to principal. (g) Grandchildren Exempt Trust Shares - Guidelines for Discretionary Distributions In making discretionary distributions to the beneficiary of the exempt trust, it is my desire to provide for their well-being and happiness. My Trustee shall consider the other known resources available to the beneficiaries before making distributions, and I request that my Trustee be conservative in making any distributions to, or for the benefit of, the beneficiaries. During the beneficiary's working years, it is my desire that trust funds supplement, and not take the place of earnings earned in the pursuit of a career. Nevertheless, if a beneficiary is applying himself diligently to a career and is not able to earn enough earnings for the adequate support of himself or herself and his or her family, my Trustee is authorized to expend trust funds for the support of the beneficiary to enable the beneficiary to have a reasonable lifestyle. (h) Distributions on the Death of the Grandchild Beneficiary The beneficiary shall have the testamentary limited power to appoint all or any portion of the principal and undistributed income remaining in the beneficiary's exempt trust at the beneficiary's death among my descendants. The beneficiary may not exercise this limited power of appointment to appoint to the beneficiary, the beneficiary's estate, the beneficiary's creditors, or creditors of the beneficiary's estate. , , " 8-4 This power of appointment is intended to be a limited power of appointment and not a general power of appointment as defined in Section 2041 of the Internal Revenue Code. Insofar as any part of the beneficiary's exempt trust shall not be effectively appointed, my Trustee shall distribute the remaining unappointed balance per stirpes in trusts to the descendants of the beneficiary. The trusts shall be administered on the same terms as the trusts established hereunder for grandchildren beneficiaries. If the beneficiary has no living descendants, my Trustee shall distribute the balance of the trust property per stirpes in trusts to the descendants of the beneficiary's nearest lineal ancestor who was a descendant of mine or, if no such descendant is then living, per stirpes in trusts to my descendants. 8-5 \~ 0 )\ \ :: f-. Article Nine My Nonexempt Property My Trustee shall administer my nonexempt property, if any, as provided in this Article. Section 9.01 Division of My Nonexempt Trust Property My Trustee shall divide my nonexempt property into separate shares of equal value for my children, per stirpes. Accordingly, the Trustee shall divide the nonexempt trust property into three separate shares of equal value and distribute each share to a separate trust established hereunder for the benefit of my children, Margaret Trace Foster, Robert J. Trace, Jr. and Susan Trace Newton. My Trustee shall administer the nonexempt share for each of my children (or their descendants) in a separate trust for the benefit of each child (or his or her descendants) as provided in the next Section. This trust shares for each of the children shall be known, respectively, as "the Margaret Trace Foster Nonexempt Trust," "the Robert J. Trace, Jr., Nonexempt Trust," and ''the "Susan Trace Newton Nonexempt Trust," unless the Trustee of each such trust, in its sole discretion, chooses another name for the trust. Section 9.02 Administration of the Nonexempt Trusts My Trustee shall administer the nonexempt trust for each child beneficiary (known as "beneficiary") as follows: (a) Distributions of Income and Principal My Trustee, other than an Interested Trustee, may distribute to the beneficiary or the beneficiary's descendants (as a group known as "beneficiaries"), or both, as much of the income and principal of the beneficiary's nonexempt trust as the Trustee, in its sole and absolute discretion, determines advisable for any purpose. If there is no Trustee that is not an Interested Trustee, my Trustee shall distribute to the beneficiary or the beneficiary's descendants, or both, as much income and principal of the beneficiary's nonexempt trust as my Trustee determines is necessary or advisable for their health, education and maintenance. IIi making distributions, my Trustee shall give principal consideration to the needs of the beneficiary for whom the trust is created and only thereafter to the needs of the beneficiary's descendants. 9-1 .- Any undistributed net income shall be accumulated and added to principal. (b) Guidelines for Discretionary Distributions In making discretionary distributions to the beneficiary, it is my desire to provide for the well-being and happiness of the beneficiary. Although I request that my Trustee consider the other known resources available to the beneficiary before making distributions, I also request that my Trustee be liberal in making any distributions to, or for the benefit of, the beneficiary. I acknowledge that the principal of the nonexempt trust established for the beneficiary may be exhausted in making such distributions. (c) Right to Withdraw Principal In addition to distributions under (a) above, the beneficiary shall have the right, exercisable by written request to my Trustee during the month of December of each calendar year, to withdraw either in cash or in kind: An amount from the principal of the beneficiary's nonexempt trust not exceeding the amount referred to in Section 2514(e)(1) of the Internal Revenue Code (currently $5,000); and If the beneficiary is living on the last day of the calendar year, that percentage referred to in Section 2514(e)(2) (currently 5%) of the current fair market value of the principal of the beneficiary's nonexempt trust that exceeds the amounts previously withdrawn by the beneficiary during the calendar year under this paragraph. The amount referenced by Section 2514(e)(1) must be determined by taking into account all other powers of withdrawal exercised by the beneficiary that must be aggregated under Section 2514(e)(1) in determining the largest lapse that can occur without being treated as a release. This right of withdrawal shall be noncumulative and shall lapse if not exercised during the calendar year. My Trustee shall distribute the requested property to the beneficiary outright, free from trust. (d) lifetime Power of Appointment of Principal During the beneficiary's lifetime, my Trustee shall distribute as much of the principal of the beneficiary's nonexempt trust to or among one or more charities, my descendants or the spouse of the child beneficiary as the beneficiary from time to time directs in writing. The beneficiary may not 9-2 exercise this power for the purpose of discharging his or her legal obligations or otherwise for his or her pecuniary benefit. The beneficiary may not exercise this lifetime limited power of appointment to appoint to himself or herself, his or her estate, his or her creditors, or the creditors of his or her estate. I intend that this lifetime power of appointment be a limited power of appointment and not a general power of appointment as defined in Section 2041 of the Internal Revenue Code. (e) Distribution Upon the Death of the Beneficiary Subject to the terms of the next paragraph, the beneficiary shall have the unlimited and unrestricted testamentary general power to appoint any property remaining in the beneficiary's nonexempt trust at the beneficiary's death among charities, my descendants or the spouse of the child beneficiary. The beneficiary may not exercise this power of appointment to appoint to himself, his estate, his creditors, or the creditors of his estate from the "limited share" (as defined below) of the beneficiary's nonexempt trust. For purposes of this power of appointment, the "limited share" of the beneficiary's nonexempt trust is that portion of the beneficiary's nonexempt trust that has an inclusion ratio for generation-skipping transfer tax purposes of zero, or which, in the absence of the exercise of the power of appointment, would not constitute a taxable generation-skipping transfer at the beneficiary's death. If the generation-skipping tax does not then apply, the limited share shall be the beneficiary's entire nonexempt trust. Insofar as any part of the beneficiary's nonexempt trust shall not be effectively appointed, my Trustee shall distribute the remaining unappointed balance per stirpes to the descendants of the beneficiary. If the beneficiary has no living descendants, my Trustee shall distribute the balance of the trust property per stirpes to. the descendants of the beneficiary's nearest lineal ancestor who was a descendant of my or, if no such descendant is then living, per stirpes to my descendants. If I have no living descendants, my Trustee shall distribute the balance of the trust property as provided in Article Ten. The trusts are to be held and administered under the provisions which follow. 9-3 (1) Grandchildren Nonexempt Trust Shares - Distributions of Income and Principal The Trustee, other than an Interested Trustee, may distribute to the grandchild beneficiary ("beneficiary") or the beneficiary and his or her descendants (as a group known as "beneficiaries"), or both, .as much of the income and principal of the trust as the Trustee, in its sole and absolute discretion, determines. advisable for any purpose. An Interested Trustee shall not make distributions from the beneficiary's nonexempt trust, except as provided in subsection Section 8.02(c). In making distributions, my Trustee shall give principal consideration to the needs of the beneficiary for whom the trust is created and only thereafter to the needs of the beneficiary's descendants. Any undistributed net income shall be accumulated and added to principal. (g) Grandchildren Nonexempt Trust Shares - Guidelines for Discretionary Distributions In making discretionary distributions to the beneficiaries of the nonexempt trust, it is my desire to provide for their well-being and happiness. My Trustee shall consider the other known resources available to the beneficiaries before making distributions, and I request that my Trustee be conservative in making any distributions to, or for the benefit of, the beneficiaries. During the beneficiary's working years, it is my desire that trust funds supplement, and not take the place of earnings earned in the pursuit of a career. Neverthel~ss, if a beneficiary is applying him or herself diligently to a career and is not able to earn enough for the adequate support of him or herself and his or her family, my Trustee is authorized to expend trust funds for the support of the beneficiary to enable the beneficiary to have a teasonable lifestyle. (h) Distributions on the Death of the Grandchild Beneficiary The beneficiary shall have the testamentary limited power to appoint all or any portion of the principal and undistributed income remaining in the beneficiary's nonexempt trust at the beneficiary's death among my descendants. The beneficiary may not exercise this limited power of appointment to appoint to the beneficiary, the beneficiary's estate, the beneficiary's creditors, or creditors of the beneficiary's estate. This power of appointment is intended to be a limited power of appointment and not a general power of appointment as defined in Section 2041 of the Internal Revenue Code. 9-4 Insofar as any part of the beneficiary's exempt trust shall not be effectively appointed, my Trustee shall distribute the remaining un appointed balance per stirpes in trusts to the descendants of the beneficiary. The trusts shall be administered on the same terms as the trusts established hereunder for grandchildren beneficiaries. If the beneficiary has no living descendants, my Trustee shall distribute the balance of the trust property per stirpes in trusts to the descendants of the beneficiary's nearest lineal ancestor who was a descendant of mine or, if no such descendant is then living, per stirpes in trusts to my descendants. 9-5 Article Ten Remote Contingent Distribution If, at any time, there is no individual beneficiary qualified to receive final distribution of my trust estate or any part of it, then my Trustee shall distribute the portion of my trust estate with respect to which the failure of qualified recipients has occurred to those persons who would inherit it had I then died intestate owning the property, as determined and in the proportions provided by the laws of Pennsylvania then in effect. 10-1 Article Eleven Administration of Trusts for Underage and Incapacitated Beneficiaries Section 11.01 Distributions for Underage and Incapacitated Beneficiaries Whenever my Trustee is authorized or directed to make a distribution to a beneficiary who is younger than 25 years of age, is incapacitated or who is, in my Trustee's opinion, unable to manage the distribution properly, my Trustee may either make the distribution or retain the amount to be distributed in any manner my Trustee may determine advisable, including any of the methods set forth in the following Section. I request, but do not require, that before making a distribution to a beneficiary, my Trustee, to the extent that it is both reasonable and possible, consider the ability the beneficiary demonstrated in managing prior distributions of trust property. Section 11.02 Methods of Distribution My Trustee may distribute or retain trust property in anyone or more of the following methods for the benefit of any beneficiary subject to the provisions of this Article: (a) Distribution to Beneficiary My Trustee may distribute trust property directly to the beneficiary. (b) Distribution to Guardian or Conservator or Family Member My Trustee may distribute trust property to the beneficiary's guardian, conservator, parent or a family member or other person who has assumed the responsibility of caring for the beneficiary. (c) Distribution to Custodian My Trustee may distribute trust property to any person or entity, including my Trustee, as custodian for the beneficiary under the Uniform Transfers to Minors Act, or similar statute. (d) Distribution to Other Persons or Entities My Trustee may distribute trust property to other persons and entities for the use and benefit of the beneficiary. 11-1 (e) Distribution to Agent under Durable Power of Attorney My Trustee may distribute trust property to an agent or attorney-in-fact authorized to act for the beneficiary under a legally valid durable power of attorney executed by the beneficiary prior to the incapacity. (f) Retention in Trust My Trustee may retain trust property in a separate trust for the benefit of the beneficiary until the beneficiary attains 25 years of age or, in the opinion of my Trustee, is no longer incapacitated (as the case may be). My Trustee shall distribute as much of the net income and principal of any trust created under this subsection that my Trustee deems necessary or advisable for the health, education and maintenance of the beneficiary for whom the trust was created. My Trustee shall accumulate any undistributed net income and add such income to principal. When the beneficiary for whom a trust is created under this subsection attains 25 years of age or is no longer incapacitated (as the case may be), the beneficiary may withdraw from the trust at any time or times any portion or all of the accumulated trust income and principal. The beneficiary for whom a trust is created under this subsection shall have the testamentary general power to appoint all or any portion of the principal and undistributed income remaining in the beneficiary's trust at his or her death among one or more persons or entities, including the creditors of the beneficiary's estate. The beneficiary shall have the sole and exclusive right to exercise this general power of appointment. I intend that this testamentary power of appointment be a general power of appointment as defined in Section 2041 of the Internal Revenue Code. If the beneficiary fails to validly exercise this testamentary general power of appointment, my Trustee shall distribute the balance of his or her trust property to the then living descendants of the beneficiary, per stirpes. If the beneficiary has no then living descendants, my Trustee shall distribute the beneficiary's remaining trust property per stirpes to the living descendants of the beneficiary's nearest lineal ancestor who was my descendant or if no such descendant is then living, to my then living descendants, per stirpes. If I have no then living descendants, my Trustee shall distribute the remaining trust property as provided in Article Ten. ; / 11-2 Section 11.03 Application of Article Any decision made by my Trustee under this Article shall be final, controlling and binding upon all beneficiaries subject to the provisions of this Article. The provisions of this Article shall not apply to distributions to me. 11-3 Article Twelve Retirement Plans and Life Insurance Policies The provisions of this Article apply to qualified retirement plans and insurance policies owned by or made payable to my trust. Section 12.01 Retirement Plans Notwithstanding any other provision of this agreement to the contrary, the provisions of this Section apply to qualified retirement plans. (a) Rights of My Trustee My Trustee may exercise the right to determine the manner and timing of payments (by lump sum or otherwise) of qualified retirement plan benefits that are permitted under qualified retirement plans and are consistent with the federal income tax rules regarding required minimum distributions under Section 401 (a)(9) of the Internal Revenue Code. My Trustee may make a qualified disclaimer of any qualified retirement benefits or non-qualified annuity benefits payable to my trust. My Trustee shall not be liable to any beneficiary for the death benefit election selected or for any decision regarding the disclaimer of any qualified retirement benefits payable to my trust. Section 12.02 Life Insurance Policies The following provisions apply to life insurance policies owned by or made payable to my trust. (a) Provisions During My Life During my life, I reserve all of the rights, powers, privileges, and options, with respect to any insurance policy, annuity or any other third-party beneficiary contract owned by or made payable to my trust, including, but not limited to, the right to designate and change beneficiaries, the right to borrow money, the right to surrender the policy, the right to receive any payments as owner, and the right to make any available elections. My Trustee shall have no duty to exercise, or refrain from exercising, any rights, powers, privileges or options with respect to any insurance policy, annuity contract or other third-party beneficiary contract. My Trustee 12-1 shall have no obligation to pay premiums or other contractual amounts that may be payable under any such policy. (b) Provisions After My Death After my deatht my Trustee may make all appropriate elections with respect to such policies and may collect all sums made payable to my trust or ~y Trustee under all such policies or contracts. My Trustee may exercise any settlement options or other options or rights that may be available under the terms of any policy or contract. My Trustee shall not be liable to any beneficiary on account of any election made by my Trustee with respect to any policy or contract. Section 12.03 Limitation on Liability of Payor Persons or entities dealing in good faith with my Trustee shall not be required to see to the proper application of proceeds delivered to my Trusteet or to inquire into any provision of this agreement. A receipt signed by my Trustee for any proceeds or benefits paid shall be a sufficient discharge to the person or entity making the payment. Section 12.04 Collection Efforts My Trustee shall make reasonable efforts to collect the proceeds of all life insurance policies and qualified retirement benefits payable to my trust. My Trustee may commence legal or administrative proceedings to collect the proceeds of any life insurance policy or qualified retirement benefits to which the trust is entitled; providedt howevert that my Trustee need not commence any such proceedings until my Trustee is indemnified to its satisfaction for any expenses and liabilities it may incur in connection with the proceeding. My Trustee may settle or compromise any and all claims with respect to the collection of any life insurance proceeds or qualified retirement benefits to which my trust may be entitled. A settlement made by my Trustee shall be binding on all beneficiaries. Section 12.05 No Obligation to Purchase or Maintain Benefits Nothing in this agreement shall impose any obligationt legal or otherwiset on me or on my Trustee to pw-chaset investt or maintain any qualified retirement plan or life insurance policy. 12-2 Article Thirteen Trust Administration Section 13.01 Distributions to Beneficiaries Whenever this agreement authorizes or directs a Trustee to make a distribution of net income or principal to a beneficiary, the Trustee may apply for the benefit of the beneficiary any property that otherwise could be distributed directly to the beneficiary. The Trustee shall have no responsibility to inquire into the beneficiary's ultimate disposition of the distributed property unless specifically directed otherwise by this agreement. The Trustee may make distributions in cash or in kind, or partly in each, in proportions and at values determined by the Trustee. The Trustee may allocate undivided interests in specific assets to a beneficiary or trust in any proportion or manner that the Trustee determines, even though the property allocated to one beneficiary may be different from that allocated to another beneficiary. The Trustee may make these determinations without regard to the i.ncome tax attributes of the property and without the consent of any beneficiary. Section 13.02 No Court Proceedings This trust shall be administered expeditiously, consistent with the provisions of this agreement, free of judicial intervention, and without order, approval or action of any court. The trust shall be subject to the jurisdiction of a court only if my Trustee or another interested party institutes a legal proceeding. A proceeding to seek instructions or a court determination shall be initiated in the court having original jurisdiction over matters relating to the construction and administration of trusts. Seeking instructions or a court determination shall not subject this trust to the continuing jurisdiction of the court. I request that any questions or disputes that may arise during the administration of this trust be resolved by mediation and if necessary, arbitration in accordance with the Uniform Arbitration Act. Each interested party involved in the dispute (including my Trustee, if involved) shall select an arbiter aJld, if necessary to establish a majority decision, the arbiters selected shall select an additional arbiter. The decision of a majority of the arbiters selected shall control with respect to the matter. Section 13.03 No Bond My Trustee shall not be required to furnish any bond for the faithful performance of my Trustee's duties, unless required by a court of competent jurisdiction and only if the court / finds that a bond is needed to protect the interests of the beneficiaries. No surety shall be 13-1 required on any bond required by any law or rule of court, unless the court specifies that a surety is necessary. Section 13.04 Exoneration of My Trustee No successor Trustee is obligated to examine the accounts, records or actions of any previous Trustee or of the Personal Representative of my estate. No successor Trustee shall be in any way or manner responsible for any act or omission to act on the part of any previous Trustee or the Personal Representative of my estate. Unless a Trustee has received notice of removal, the Trustee shall not be liable to me or to any beneficiary for the consequences of any action taken by the Trustee tl:1at would have been, but for the prior removal of the Trustee, a proper exercise by the Trustee of the authority granted to the Trustee under this agreement. Any Trustee may request and obtain from the beneficiaries or from their legal representatives, agreements in writing releasing the Trustee from any liability that may have arisen from the Trustee's acts or omissions to act and indemnifying the Trustee from liability for the acts or omissions. An agreement described in this paragraph, if acquired from all the living beneficiaries of the trust or from their legal representatives, shall be conclusive and binding upon all parties, born or unborn, who may have, or may in the future acquire, an interest in the trust. The Trustee may require a refunding agreement before making any distribution or allocation of trust income or principal and may withhold distribution or allocation pending determination or release of a tax lien or other lien. This refunding agreement provision shall not apply to any distribution that qualifies for the federal estate tax charitable deduction. Section 13.05 Trustee Compensation An individual serving as Trustee, other than me, shall be entitled to fair and reasonable compensation for the services rendered as a fiduciary. A corporate fiduciary serving as Trustee shall be compensated by agreement with an individual Trustee or, in the absence of an individual Trustee or in the absence of an agreement, in accordance with the corporate fiduciary's published schedule of fees in effect at the time the services are rendered. A Trustee may charge additional fees for services it provides that are not comprised within its duties as Trustee such as fees for legal services, tax return preparation and corporate finance or investment banking services. In addition to receiving compensation, a Trustee may be reimbursed for reasonable costs and expenses incurred in carrying out its duties under this agreement. 13-2 Section 13.06 Employment of Professionals My Trustee may appoint, employ and remove, at any time and from time to time, investment advisors, accountants, auditors, depositories, custodians, brokers, consultants, attorneys, expert advisers, agents, and employees to advise or assist the Trustee in the performance of its duties. My Trustee may act upon the recommendations of the persons or entities employed with or without independent investigation. My Trustee may reasonably compensate an individual or entity employed to assist or advise my Trustee regardless of whether the person or entity shall be a Trustee of a trust established under this agreement ora corporate affiliate of a Trustee and regardless of whether the entity shall be one in which a Trustee of a trust created under this agreement is a partner, member, stockholder, officer, director or corporate affiliate or has any other interest. My Trustee may pay the usual compensation for services contracted for under this Section out of principal or income of the trust as my Trustee may deem advisable. My Trustee may pay compensation to an individual or entity employed to assist or advise my Trustee without diminution of or ch~ging the same against the compensation to which the Trustee is entitled under this agreement. Any Trustee who shall be a partner, stockholder, officer, director or corporate affiliate in any entity employed to assist or advise my Trustee shall nonetheless receive the Trustee's share of the compensation paid to the entity. Section 13.07 Exercise of Testamentary Power of Appointment A testamentary power of appointment granted under this agreement may be exercised by valid will or valid living revocable trust that specifically refers to this power of appointment. The holder of a testamentary power of appointment may exercise the power to appoint property among the permissible appointees in equal or unequal proportions, and on such terms and conditions, whether outright or in trust, as the holder of the power designates. The holder of a testamentary power of appointment may grant further powers' of appointment to any person to whom principal may be appointed, including a presently exercisable limited or general power of appointment. My Trustee may conclusively presume: that any power of appointment granted to any beneficiary of a trust created under this agreement has not been exercised by the beneficiary if my Trustee has no knowledge of the existence of a valid will or valid living revocable trust exercising the power within 3 months after the beneficiary's death. Section 13.08 Determination of Principal and Income The PENNSYLVANIA Uniform Principal and Income Act, as it may be revised from time to time, shall govern beneficiaries.~ rights among themselves in matters concerning principal and income. If PENNSYLV A1\TJA's Uniform Principal and Income Act contains no provision concerning a particular item, my Trustee shall determine in a fair, 13-3 equitable and practical manner what shall be credited, charged, and apportioned between principal and income. Section 13.09 Trust Accounting Except to the extent required by law, my Trustees shall not be required to file annual accounts with any court or court official in any jurisdiction. Upon the written request of a beneficiary, my Trustee shall render an accounting at least annually to the income beneficiaries of the trust during the accounting period that includes the date of the written request. The accounting shall include the receipts, disbursements, and distributions occurring during the accounting period and a balance sheet of the trust property if no tax return is filed, or may consist just of the tax return for the accounting period if a tax return is filed for the trust. In the absence of fraud or manifest error, the assent by all income beneficiaries to an accounting of an Independent Trustee shall make the matters disclosed in the accounting binding and conclusive upon all persons, both those in existence on the date of this agreement and those to be born in the future who have, or will in the future have, a vested or contingent interest in the trust property. In the case of a minor or incapacitated beneficiary, that beneficiary's natural guardian or legal representative shall give the assent required under this Section. The failure of any person to object to any accounting by giving written notice to my Trustee within 60 days of the person's receipt of a copy of the accounting shall be deemed to be an assent by such person. The trust's financial records and documentation shall be available at reasonable times and upon reasonable notice for inspection by trust beneficiaries and their representatives. My Trustee shall not be required to furnish trust information regarding my trust to any individual, corporation, or other entity that is not a beneficiary or the representative of a beneficiary, and is not requesting the information pursuant to a valid court order. Section 13.10 Action of Trustees; Disclaimer Unless otherwise provided in this agreement, whenever I am serving as Trustee, I may make all decisions and exercise all powers and discretions granted to my Trustee under this agreement without the consent of any other Trustee. When I am not serving as a Trustee, if two Trustees are eligible to act with respect to a given matter, the concurrence of both shall be required for action to be taken; if more than two Trustees are eligible to act with respect to a given matter, the concurrence of a majority of my Trustees shall be required for action to be taken. If my Trustees are unable to concur with respect to a matter as to which they have joint powers, I request that the matter be settled by mediation and if necessary, arbitration in accordance with the Uniform Arbitration Act. Each of my Trustees shall select an arbiter 13-4 and, if necessary to establish a majority decision, the arbiters so selected shall select an additional arbiter. The decision of a majority of the arbiters so selected shall control with respect to the matter. A nonconcurring Trustee may dissent or abstain from a decision of the majority. A Trustee shall be absolved from personal liability by registering its dissent or abstention in . the records of the trust. After doing so, the dissenting Trustee shall then act with my other Trustees in any way necessary or appropriate to effectuate the decision of the majority. Notwithstanding any provision of this agreement to the contrary, any Trustee may disclaim or release, in whole or in part, by an instrument in writing, any power it holds as Trustee, irrevocably or for any period of time that the Trustee may specify. The Trustee may make the relinquishment of a power personal to the Trustee or may relinquish the power for all subsequent Trustees. Section 13.11 Delegation of Trustee Authority; Power of Attorney Subject to the limitations set forth in Section 14.22, any Trustee may, by an instrument in writing, delegate to any other Trustee the right to exercise any power (including a discretionary power) granted my Trustee in this agreement. During the time a delegation under this Section is in effect, the Trustee to whom the delegation was made may exercise the power to the same extent as if the delegating Trustee had personally joined in the exercise of the power. The delegating Trustee may revoke the delegation at any time by giving written notice of revocation to the Trustee to whom the power was delegated. Unless a Trustee elects otherwise in a written instrument delivered to the other Trustees, whenever I am not serving as a Trustee, if two or more Trustees are serving, anyone Trustee may sign any checks, agreements or other documents on behalf of the trust with the same force and effect as if all Trustees had signed. Persons dealing with the signing Trustee in good faith may rely upon the signing Trustee's authority to act on behalf of the trust without inquiry as to the other Trustees' acquiescence to such action. My Trustee may execute and deliver a revocable or irrevocable power of attorney granting any individual or entity the power to transact any and all business on behalf of my trust or any other trust created under this agreement. The power of attorney may grant to the attorney-in-fact all of the rights, powers, and discretion that my Trustee is entitled to exercise under this agreement. Section13.12 Additions to Separate Trusts If upon the termination of any trust created under this agreement a final distribution is to be made to a person who is the only beneficiary of another trust created under this agreement, my Trustee shall make the distribution to the second trust instead ofAdistributing the property to the beneficiary outright. For purposes of administration, my Trustee shall treat the distribution as though it had been an original part of the second trust. 13-5 Section 13.13 Authority to Merge or Sever Trusts My Trustee may merge and consolidate a trust created under this agreement with any other trust, if the two trusts contain substantially the same terms for the same beneficiaries and at least one Trustee in common. My Trustee may administer the merged and consolidated trust as a single trust or unit. If, however, a merger or consolidation does not appear feasible, my Trustee may consolidate the assets of the trusts for purposes of investment and trust administration while retaining separate records and accounts for each respective trust. My Trustee may sever any trust on a fractional basis into two or more separate and identical trusts or may segregate a specific amount or asset from the trust property by allocation to a separate account or trust. The separate trusts may be funded on a non pro rata basis provided that funding is based on the total fair market value of the assets on the date of funding. Income earned on a segregated amount or specific asset after the segregation passes with the amount or asset segregated. My Trustee shall hold and administer each separate trust upon terms and conditions substantially identical to those of the trust from which it was severed. ~I Subject to the terms of the trust, my Trustee may consider differences in federal tax attributes and other pertinent factors in administering the trust property of any separate account or trust, in making applicable tax elections, and in making distributions. A separate trust created by severance must be treated as a separate trust for all purposes from the date on which the severance is effective; however, the effective date of severance may be retroactive to a date before the date on which my Trustee exercises the power. Section 13.14 Authority to Terminate Trusts If, at any time, my Trust Protector determines that a trust created under this agreement is no longer economical or is otherwise inadvisable to administer as a trust, or if my Trust Protector deems it to be in the best interest of my beneficiaries, my Trust Protector, without further responsibility, may temlinate the trust and distribute the trust property, including any undistributed net income, in the following order of priority: To me, if I am then living; To the beneficiaries then entitled to mandatory distributions of net income of the trust and in the saine proportions; and If none of the beneficiaries are entitled to mandatory distributions of net income, to the beneficiaries then eligible to receive discretionary distributions of net income of the trust, in such amounts and shares as my Trust Protector may determine. 13-6 Section 13.15 Merger of Corporate Fiduciary If any corporate fiduciary acting as my Trustee under this agreement is merged with or transfers substantially all of its trust assets to another corporation or if a corporate fiduciary changes its name, the successor shall automatically succeed to the trusteeship as if originally named a Trustee. No document of acceptance of trusteeship shall be required. Section 13.16 Beneficiary's Status Until a Trustee receives notice of the incapacity, birth, marriage, death or other event upon which a beneficiary's right to receive payments may depend, the Trustee shall not be liable for acting or failing to act with respect to the event or for disbursements made in good faith to persons whose interest may have been affected by such event. Unless otherwise provided in this agreement, the parent or legal representative may act on behalf of a beneficiary who is a minor or is incapacitated. A Trustee may rely on any information provided by a beneficiary with respect to the beneficiary's assets and income. A Trustee shall have no independent duty to investigate the status of any beneficiary and shall not incur any liability for failure to do so. Section 13.17 Discharge of Third Persons Persons dealing in good faith with my Trustee shall not be required to see to the proper application of money paid or property delivered to my Trustee, or to inquire into the authority of my Trustee as to any transaction. The receipt from my Trustee for any money or property paid, transferred or delivered to my Trustee shall be a sufficient discharge to the person or persons paying, transferring or delivering the money or property from all liability in connection with its application. Section 13.18 Certificate by Trustee A written statement of my Trustee may always be relied upon by, and shall always be conclusive evidence in favor of, any transfer agent or any other person dealing in good faith with my Trustee in reliance upon the statement. Section 13.19 Funeral and Other Expenses of Beneficiary Upon the death of an income beneficiary, my Trustee may pay the funeral expenses, burial or cremation expenses, enforceable debts and other expenses incurred due to the death of the beneficiary from trust property. This Section shall only apply to the extent the income beneficiary has not exercised any testamentary power of appointment granted to him under this agreement. My Trustee may rely upon any request by the Personal Representative or members of the family of the deceased beneficiary for payment without verifying the validity or the 13-7 .' amounts and without being required to see to the application of the amounts so paid. My Trustee may make decisions under this Section without regard to any limitation on . payment of expenses imposed by statute or rule of court and may be made without obtaining the approval of any court having jurisdiction over the administration of the deceased beneficiary's estate. Section 13.20 Generation-Skipping Transfer Tax Provisions Notwithstanding any other provision of this agreement to the contrary, if a trust created under this agreement would be partially exempt from generation-skipping transfer tax after the intended allocation of GST exemption as defined in Section 2631 of the Internal Revenue Code to the trust then: (a) Division into Exempt and Nonexempt Trusts My Trustee may divide the property of the trust into two separate trusts so that the allocation of GST exemption can be made to a trust that will be entirely exempt from generation-skipping transfer tax (the "exempt trust"). The exempt trust shall consist of the largest fractional share of the total trust assets that will permit the exempt trust to be entirely exempt from generation-skipping transfer tax. The "nonexempt trust" shall consist of the balance of the total trust assets. For purposes of computing the fractional share, asset values as finally determined for federal estate tax purposes shall be used. The fraction shall be applied to the assets at their actual value on the effective date or dates of distribution so that the actual value of the fractional share resulting from the application of such fraction will include fluctuations in the value of the trust property. (b) Administration of the Trusts The trusts created under this Section shall have the same terms as the original trust. To the extent possible, distributions to a non-skip person as defined by Section 2613 of the Internal Revenue Code shall be made from a nonexempt trust and distributions to a skip person as defined by Section 2613 shall be made from an exempt trust. My Trustee shall administer each exempt and nonexempt trust as a separate and independent trust. Any exempt or nonexempt trust established under this agreement may be referred to by the name designated by my Trustee. If an exempt trust and a nonexempt trust are further divided under the terms of this agreement, my Trustee may allocate property from the exempt trust first to the trust from which a generation skipping transfer is more likely to occur. 13-8 (c) My Intent; Trust Additions My intent is to minimize the application of the generation-skipping transfer tax to the trust property but not to affect the total amount of trust property to which any beneficiary may be entitled under this agreement. This agreement shall be so construed and interpreted to give effect to this intent. If at any time any property that has an inclusion ratio greater than zero for generation-skipping transfer tax purposes would be added to a trust with property that has an inclusion ratio of zero, then my Trustee shall instead hold such property in a separate trust on the same terms and conditions as the original trust. (d) Independent Trustee May Confer Testamentary Power of Appointment In the event a trust has an inclusion ratio of greater than zero for generation-skipping transfer tax purposes, my Trustee, excluding any Interested Trustee, may during the lifetime of the beneficiary of the trust, grant the beneficiary a testamentary power to appoint all or part of such beneficiary's trust or trust share to the creditors of the beneficiary's estate. The Trustee granting the power of appointment may require, as a condition for the beneficiary's exercise of such power, that the beneficiary obtain the consent of such Trustee. Any testamentary power of appointment granted by the Trustee shall be in writing and may be revoked at any time during the lifetime of the beneficiary to whom the power was given. '. . 13-9 I' '. Article Fourteen My Trustee's Powers Section 14.01 Introduction to Trustee's Powers Except as otherwise specifically provided in this agreement, my Trustee may exercise, without prior approval from any court, all the powers conferred by this agreement and any powers conferred by law, including, without limitation, those powers set forth under the common law or statutory law of the Commonwealth of PENNSYLVANIA or any other jurisdiction whose law applies to this trust. The powers set forth in the Pennsylvania fiduciary powers act are specifically incorporated into this trust agreement. The powers conferred upon my Trustee by law, including those powers conferred by the Pennsylvania fiduciary powers act, shall be subject to any express limitations or contrary directions contained in this agreement. My Trustee shall exercise these powers in the manner my Trustee determines to be in the best interests of the beneficiaries. My Trustee shall not exercise any of its powers in a manner that is inconsistent with the right of the beneficiaries to the beneficial enjoyment of the trust property in accordance with the general principles of the law of trusts. The Trustee of a trust may have duties and responsibilities in addition to those described in this agreement. I encourage my Trustee to obtain appropriate legal advice if my Trustee has any questions concerning its duties and responsibilities as Trustee. Section 14.02 Execution of Documents by My Trustee My Trustee may execute and deliver any and all instruments in writing that my Trustee considers necessary to carry out any of the powers granted in this agreement. Section 14.03 Investment Powers in General My Trustee may invest in any type of investment that my Trustee determines is consistent with the investment goals of my trust, whether inside or outside the geographic borders of the United States of America and its possessions or territories, taking into account my trust's overall investment portfolio. Without limiting my Trustee's investment authority in any way, I request that my Trustee exercise reasonable care and skill in selecting and retaining trust investments. I also request that my Trustee take into account the following factors in choosing investments for my trust: The potential return from the investment, both in the form of income and appreciation; 14-1 The potential income tax consequences of the investment; The investment's potential for volatility; and The role the investment will play in the trust's portfolio. I request that my Trustee, in arranging the investment portfolio of the trust, also consider the possible effects of inflation or deflation, changes in global and U.S. economic conditions, transaction expenses, and the trust's need for liquidity. My Trustee may delegate its discretion to manage trust investments to any registered investment adviser or corporate fiduciary. Section 14.04 Banking Powers My Trustee may establish bank accounts of any type in one or more banking institutions that my Trustee may choose. My Trustee may open accounts in the name of my Trustee (with or without disclosing fiduciary capacity) or in the name of the trust. When an account is in the name of the trust, checks on that account and authorized signatures need not disclose the fiduciary nature of the account or refer to any trust or Trustee. An account from which my Trustee makes frequent disbursements need not be an interest bearing account. My Trustee may authorize withdrawals from an account by check, draft or other instrument or in any other manner. Section 14.05 Business Powers My Trustee is authorized to serve as an officer, director, manager, or in any other capacity of any proprietorship, partnership, joint venture, corporation, or other enterprise in which the trust has an interest (whether or not such interest is total or controlling). My Trustee may receive compensation for services. My Trustee may contract with and otherwise deal with any such enterprise in the same manner as it would with any enterprise in which the trust has no interest, and may use any voting power my Trustee may have to implement its authority (whether as Trustee or as an officer, director, or other official of the enterprise). With respect to any units in a limited liability company, limited partnership, or stock in a closely-held corporation ("closely-held company") that are contributed to the trust, the powers granted to my Trustee in this .A1ticle shall not disqualify my Trustee from acting personally and independently, and not in a fiduciary capacity, with respect to any closely held company, from holding office in the closely-held company, from accepting remuneration from the closely-held company, from voting any units or stock in favor of the Trustee as a director or. officer of the closely-held company, or from purchasing or. selling units or stock of the closely-held company. 14-2 If a trust is funded with subchapter S stock, my Trustee may either elect to qualify the trust as a qualified subchapter S trust ("QSST") under Section 1361(d)(3) of the Internal Revenue Code or as an electing small business trust under Section 1361(e)(1) to administer the trust in accordance with the requirements of the corresponding Section. Section 14.06 Contract Powers My Trustee may sell at public or private sale, transfer, exchange for other property, and otherwise dispose of trust property for consideration and upon terms and conditions that my Trustee deems advisable. My Trustee may grant options of any duration for any such sales, exchanges, or transfers of trust property. My Trustee may enter into contracts, and may deliver deeds or other instruments, that my Trustee deems appropriate. Section 14.07 Common Investments For purposes of convenience with regard to the administration and investment of the trust property, my Trustee may invest part or all of the trust property jointly with trust property of other trusts for which my Trustee is also serving as a Trustee. For this purpose, a corporate fiduciary acting as my Trustee may use common funds for investment. When trust property is managed and invested in this manner, my Trustee shall maintain records that sufficiently identify that portion of the jointly invested assets that constitute the trust property of this trust. Section 14.08 Environmental Powers My Trustee shall have the right to inspect trust property to determine compliance with or to respond to any environmental law affecting the trust property. "Environmental law" shall mean any federal, state, or local law, rule, regulation, or ordinance relating to protection of the environment or of human health. My Trustee may refuse to accept property if my Trustee determines that the property is or may be contaminated by any hazardous substance or is or was used for any purpose involving hazardous substances that could create liability to the trust or to my Trustee. My Trustee may use and expend trust property to (i) conduct environmental assessments, audits or site monitoring; (ii) take remedial action to contain, clean up or remove any hazardous substance including a spill, discharge or contamination; (iii) institute, contest or settle legal proceedings brought by a private litigant or any local, state, or federal agency concerned with environmental compliance; (iv) comply with any order issued by any court or by any local, state, or federal agency directing an assessment, abatement or clean-up of any hazardous substance; and (v) employ agents, consultants and legal counsel to assist my Trustee in these actions. 14-3 My Trustee shall not be liable for any loss or reduction in value sustained by my trust as a result of my Trustee's retention of property on which hazardous materials or substances requiring remedial action are discovered unless my Trustee contributed to the resulting loss or reduction in value through willful misconduct or gross negligence. My Trustee shall not be liable to any beneficiary or to any other party for any decrease in the value of trust property as a result of my Trustee's compliance with any environmental law, including any reporting requirement. My Trustee may release, relinquish or disclaim any power held by my Trustee that my Trustee determines may cause my Trustee to incur individual liability under any environmental law . Section 14.09 Farm, Ranch and Other Agricultural Powers My Trustee may retain, acquire, and sell any farm or ranching operation, whether as a sole proprietorship, partnership, or corporation. My Trustee may engage in the production, harvesting, and marketing of farm and ranch products either by operating directly or with management agencies, hired labor, tenants, or sharecroppers. My Trustee may engage and participate in any government farm program, whether state or federally sponsored. My Trustee may purchase or rent machinery, equipment, livestock, poultry, feed, and seed. My Trustee may improve and repair all farm and ranch properties; construct buildings, fences, and drainage facilities, and acquire, retain, improve, and dispose of wells, water rights, ditch rights, and priorities of any nature. My Trustee may do all things customary or desirable to operate a farm or ranch operation for the benefit of the beneficiaries. Section 14.10 Insurance Powers My Trustee may purchase, accept, hold, and deal with as owner, policies of insurance on my life, the life of any beneficiary, or on the life of any person in whom any beneficiary has an insurable interest. My Trustee may purchase disability, medical, liability, long-term health care and other insurance on behalf of and for the benefit of any beneficiary. My Trustee may purchase annuities and similar investments for any beneficiary. My Trustee shall have the power to execute or cancel any automatic premium loan agreement with respect to any policy, and shall have the power to elect or cancel any 14-4 automatic premium loan provision in a life insurance policy. My Trustee may borrow money to pay premiums due on any policy, either by borrowing from the company issuing the policy or from another source. My Trustee may assign the policy as security for the loan. My Trustee shall have the power to exercise any option contained in a policy with regard to any dividend or share of surplus apportioned to the policy, to reduce the amount of a policy or convert or exchange the policy, or to surrender a policy at any time for its cash value. My Trustee may elect any paid-up insurance or extended term insurance nonforfeiture option contained in a policy. My Trustee shall have the power to sell any policy at its fair market value to anyone having an insurable interest in the policies including the insured. My Trustee shall have the right to exercise any other right, option, or benefit contained in a policy or permitted by the insurance company issuing the policy. Upon tennination of the trust, my Trustee shall have the power to transfer and assign the policies held by the trust as a distribution of trust property. Section 14.11 Loans and Borrowing Powers My Trustee may make secured or unsecured loans to any person (including a beneficiary), entity, trust or estate, for any term or payable on demand, with or without interest. My Trustee may enter into or modify the terins of any mortgage or security agreement granted in connection with any loan and may release or foreclose on the mortgage or security. My Trustee may borrow money at interest rates and on other terms that it deems advisable from any person, institution or other source including, in the case of a corporate fiduciary, its own banking or commercial lending department. . My Trustee may encumber trust property by mortgages, pledges and other hypothecation and shall have the power to enter into any mortgage, whether as a mortgagee or mortgagor even though the term may extend beyond the termination of the trust and beyond the period that is required for an interest created under this agreement to vest in order to be valid under the rule against perpetuities. My Trustee may purchase, sell at public or private sale, trade, renew, modify, and extend mortgages. My Trustee may accept deeds in lieu of foreclosure. 14-5 Section 14.12 Nominee Powers My Trustee may hold real estate, securities and any other trust property in the name of a nominee or in any other form without disclosing the existence of any trust or fiduciary capacity. Section 14.13 Oil, Gas and Mineral Interests My Trustee may acquire, maintain, develop and exploit, either alone or jointly with others, any oil, gas, coal, minerals or other natural resource rights or interests. My Trustee may drill, test, explore, mine, develop, extract, remove, convert, manage, retain, store, sell and exchange any of such rights and interests on terms and for a price that my Trustee deems advisable. My Trustee may execute leases, pooling and unitization agreements and other types of agreements in connection with such oil, gas, coal, mineral and other natural resource rights and interests even though such arrangements may extend beyond the termination of the trust. My Trustee may execute division orders, transfer orders, releases, assignments, farm outs, and any other instruments that it deems proper. My Trustee may employ the services of consultants and outside specialists in connection with the evaluation, management, acquisition, disposition, and development of any mineral interest, and may pay the cost of the services. from the principal and income of the trust property. Section 14.14 Payment of Taxes and Expenses Except as otherwise provided in this agreement, my Trustee is authorized to pay all property taxes, assessments, fees, charges, and other expenses incurred in the administration or protection of the trust. All payments shall be a charge against the trust property and shall be paid by my Trustee out of the income, or to the extent that the income is insufficient, then out of the principal of the trust property. The determination of my Trustee with respect to the payment of expenses shall be conclusive upon the beneficiaries. Section 14.15 Qualified Family Owned Business Interests Deduction My Trustee, other than an Interested Trustee, shall have the power to amend the terms of a trust holding "qualified family-owned business interests" as defined in Section 2057 of the Internal Revenue Code, in order to permit trust property to qualify for the "family owned business deduction," even if the amendment changes beneficial interests and that directs the segregation of trust property into more than one trust. 14-6 Section 14.16 Qualified Real Property Valuation My Trustee, other than an Interested Trustee, shall have the power to amend the terms of a trust holding "qualified r~al property" as defined in Section 2032A of the Internal Revenue Code, in order to permit the qualified real property to qualify or continue to qualify for special use valuation permitted under Section 2032A, even if the amendment changes beneficial interests and that directs the segregation of trust property into more than one trust. Section 14.17 Real Estate Powers My Trustee may sell at public or private sale, convey, purchase, exchange, lease for any period, mortgage, manage, alter, improve and in general deal in and with real property in such manner and on such terms and conditions as my Trustee deems appropriate. My Trustee may grant or release easements in or over, subdivide, partition, develop, raze improvements, and abandon, any real property. My Trustee may manage real estate in any manner that my Trustee deems best and shall have all other real estate powers necessary for this purpose. My Trustee may enter into contracts to sell real estate. My Trustee may enter into leases and grant options to lease trust property even though the term of the agreement extends beyond the termination of the trust and beyond the period that is required for an interest created under this agreement to vest in order to be valid under the rule against perpetuities. For such purposes, my Trustee may enter into any contracts, covenants and warranty agreements that my Trustee deems appropriate. Section 14.18 Residences and Tangible Personal Property My Trustee may acquire, maintain and invest in any residence for the use and benefit of the beneficiaries, whether or not the residence is income producing and without regard to the proportion that the value of the residence may bear to the total value of the trust property and even if retaining the residence involves financial risks that trustees would not ordinarily incur. My Trustee may payor make arrangements for others to pay all carrying costs of the residence, including, but not limited to, taxes, assessments, insurance, expenses of maintaining the residence in suitable repair, and other expenses relating to the operation of the residence for the benefit of the beneficiaries. My Trustee may acquire, maintain and invest in articles of tangible personal property, whether or not the property is income producing, and may pay the expenses of the repair and maintenance of the property. My Trustee shall have no duty to convert the property referred to in this Section to productive property except as required by other provisions of this agreement. 14-7 My Trustee may permit any income beneficiary of the trust to occupy any real property or use any personal property owned by the trust on terms or arrangements that my Trustee may determine, including rent free or in consideration for the payment of taxes, insurance, maintenance, repairs, or other charges. My Trustee shall have no liability for any depreciation or loss as a result of the retention of any property retained or acquired under the authority of this Section. Section 14.19 Retention and Abandonment of Trust Property My Trustee may retain, without liability for depreciation or loss resulting from retention, any property constituting the trust at the time of its creation, at the time of my death or as the result of the exercise of a stock option. My Trustee may retain property, notwithstanding the fact that the property may not be of the character prescribed by law for the investment of assets held by a fiduciary, and notwithstanding the fact that retention may result in inadequate diversification under any applicable Prudent Investor Act or other applicable law. (. My Trustee may hold property that is non-income producing or is otherwise nonproductive if holding the property is, in the sole and absolute discretion of my Trustee, in the best interests of the beneficiaries. On the other hand, except when I am serving as a Trustee, my Trustee shall invest contributions of cash and cash equivalents as soon as reasonably practical after the assets have been acquired by the trust. My Trustee is permitted to retain a reasonable amount in cash or money market accounts in order to pay anticipated expenses and other costs and to provide for anticipated distributions to or for the benefit of a beneficiary. My Trustee may abandon any trust property that my Trustee deems to be of insignificant value. Section 14.20 Securities, Brokerage and Margin Powers My Trustee may buy, sell, trade and otherwise deal in stocks, bonds, investment companies, mutual funds, common trust funds, commodities, options and other securities of any kind and in any amount, including short sales. My Trustee may write and purchase call or put options, and other derivative securities. My Trustee may maintain margin accounts with brokerage firms and may pledge securities to secure loans and advances made to my Trustee or to or for the benefit of a beneficiary. My Trustee may place all or any part of the securities held by the trust in the custody of a bank or trust company. My Trustee may have all securities registered in the name of the bank or trust company or in the name of its nominee. My Trustee may appoint the bank or trust company as the agent or attorney in fact to collect, receive, receipt for and disburse any income and generally to perform the duties and services incident to a custodian of accounts. 14-8 My Trustee may employ a broker-dealer as a custodian for securities held by the trust and may register the securities in the name of the broker-dealer or in the name of a nominee with or without the addition of words indicating that the securities are held in a fiduciary capacity. My Trustee, may hold securities in bearer or uncertificated form and may use a central depository, clearing agency or book-entry system, such as The Depository Trust Company, Euroclear or the Federal Reserve Bank of New York. My Trustee may participate in any reorganization, recapitalization, merger or similar transaction. My Trustee may exercise or sell conversion or subscription rights for securities of all kinds and description. My Trustee may give proxies or powers of attorney that may be discretionary and with or without powers of substitution. My Trustee may vote or refrain from voting as to any matter. Section 14.21 Settlement Powers My Trustee may settle, by compromise, adjustment, arbitration or otherwise any and all claims and demands in favor of or against the trust. My Trustee may release or abandon any claim in favor of the trust. Section 14.22 limitation on My Trustee's Powers All powers granted to my Trustee under this agreement or by applicable law shall be limited as set forth in this Section, unless explicitly excepted by reference to this Section. The limitations set forth in this Section shall not apply to me. (a) An Interested Trustee limited to Ascertainable Standards An Interested Trustee may not exercise or participate in the exercise of discretion with respect to the distribution of income or principal, or the termination of the trust to or for the benefit of a beneficiary, to the extent that the exercise of such discretion is other than for the health, education, maintenance or support of a beneficiary as described under Sections 2041 and 2514 of the Internal Revenue Code. (b) No Distributions in Discharge of Support Obligation of My Trustee My Trustee may not exercise or participate in the exercise of discretion with respect to the distribution of income or principal to any person my Trustee is legally obligated to support, to the extent the distribution discharges the support obligation of my Trustee. If a beneficiary has the power to remove a Trustee, the Trustee may not exercise or participate in the exercise of discretion with respect to the 14-9 distribution of income or principal to any person the beneficiary having the power to remove is legally obligated to support, to the extent such distribution discharges the support obligation of the beneficiary. (c) Insurance Policy on the Life of My Trustee If the trust holds a policy that insures the life of my Trustee, my Trustee shall have no right to exercise any powers or rights with respect to the policy. A Cotrustee serving under this agreement shall exercise the powers and rights with respect to the policy. If the insured Trustee is the only Trustee, then an Independent Special Trustee designated under Section 3.08 shall exercise the powers and rights with respect to the policy. If any rule of law or court decision construes the ability of the insured Trustee to name an Independent Special Trustee as an incident of ownership of the policy, then a majority of the then current mandatory and discretionary income beneficiaries (excluding the insured Trustee if he or .she is a beneficiary) shall select the Independent Special Trustee. (d) Insurance Policy on a Beneficiary's Life If the trust holds a policy that insures the life of a beneficiary, the beneficiary (acting individually or as Trustee) shall have no power over the policy, the cash value of the policy, or the proceeds of the policy. The intent of this denial of power is to prevent an insured beneficiary from having a power that would constitute an incident of ownership of the policy. In addition, no distribution of income or principal to the insured beneficiary shall be satisfied out of the proceeds of the policy, the cash value of the policy or any other economic benefit of the policy. The limitations of this subsection shall not apply if the proceeds of the policy would, upon the death of the beneficiary, otherwise be included in the gross estate of the beneficiary for federal estate tax purposes. 14-10 Article Fifteen General Provisions Section 15.01 Maximum Term for Trusts Notwithstanding any other provision of this agreement, unless terminated earlier under other provisions of this agreement, each trust created under this agreement shall terminate upon the expiration of the longest period that property may be held in trust under this agreement without violating the applicable rule against perpetuities. If the applicable rule against perpetuities for trusts is determined by reference to the death of the last to die among a group of individuals living on the date of my death, the group of individuals shall consist of the descendants of my paternal and maternal grandparents and the descendants of John Davison Rockefeller, born in Richford, New York, in 1839, who are living at the date of my death. At that time, the remaining trust property shall vest in and be distributed to the persons entitled to receive mandatory distributions of net income of the trust and in the same proportions. If none of the beneficiaries is entitled to mandatory distributions of net income, the remaining trust property shall vest in and be distributed to the beneficiaries entitled to receive discretionary distributions of net income of the trust, in equal shares per stirpes. Section 15.02 Spendthrift Provision Neither the income nor the principal of the trust property may be assigned, anticipated or alienated in any manner by any beneficiary, nor shall it be subject to attachment, bankruptcy proceedings or any other legal process, or to the interference or control of creditors or others. Nothing contained in this Section shall restrict in any way the exercise of any power of appointment granted in this agreement. Section 15.03 Contest Provision If, after receiving a copy of this Section, any person shall, in any manner, directly or indirectly, attempt to contest or oppose the validity of this agreement, (including any amendment to this agreement), or commences, continues or prosecutes any legal proceedings to set this agreement aside, then such person shall forfeit his or her share, cease to have any right or interest in the trust property, and shall, for purposes of this agreement be deemed to have predeceased me. This Section may not be applied so as to cause a forfeiture of any distribution otherwise qualifying for the federal estate tax charitable deduction. 15-1 Section 15.04 Survivorship Presumption If any beneficiary is living at my death, but dies within 45 days after my death, then the beneficiary will be deemed to have predeceased me for purposes of this agreement. Section 15.05 Changing the Situs of Administration My Trust Protector may, at any time, remove all or any part of the property or the situs of administration of the trust from one jurisdiction to another. My Trust Protector may elect, by filing an instrument with the trust records, that the trust shall thereafter be construed, regulated and governed as to administration by the laws of the new jurisdiction. My Trust Protector may take action under this Section for any purpose my Trust Protector deems appropriate, including the minimization of any taxes in respect of the trust or any beneficiary of such trust. If necessary, the beneficiaries entitled to receive distributions of net income under the trust may, by majority consent, appoint a corporate fiduciary in the new situs. If a beneficiary is a minor or is incapacitated, the parent or legal representative of the beneficiary may act on behalf of the beneficiary. Section 15.06 Definitions For purposes of this agreement, the following terms have the following meanings: (a) Adopted and Afterborn Persons A legally adopted person in any generation and his or her descendants, including adopted descendants, has the same rights and shall be treated in the same manner under this agreement as natural children of the adopting parent, provided such person is legally adopted prior to attaining the age of 18 years. A person is deemed to be legally adopted if the adoption was legal in the jurisdiction in which it occurred at the time that it occurred. A fetus in utero that is later born alive shall be considered a person in being during the period of gestation. (b) Agreement The term "this agreement" means this trust agreement and includes all trusts created under the terms of this agreement. (c) Available GST Exemption "My available GST Exemption" means the GST Exemption provided in Section 2631 of the Internal Revenue Code in effect at the time of my death; reduced by the aggregate of (1) the amount, if any, of GST Exemption allocated to my lifetime transfers, including those allocations made at the time of my death by my Personal Representative, by my Trustee, or by operation of law and (2) the 15-2 amount, if any, allocated to direct skips as defined in Section 2612(c)(1) of the Internal Revenue Code that do not qualify for an exclusion from the generation- skipping transfer tax occurring at my death to or for the benefit of my descendants. If, at the time of my death, I have made a lifetime transfer to a trust with an inclusion ratio of greater than zero but have not filed a gift tax return and the due date for the gift tax return has not yet passed, my available GST Exemption shall also be reduced to the extent necessary and possible to reduce the trust inclusion ratio to zero, thereby exempting the transfer from generation-skipping transfer tax. (d) Descendants The term "descendants" shall include a person's lineal descendants of all generations. (e) Education The term "education" is intended to be an ascertainable standard in accordance with Section 2041 and Section 2514 of the Internal Revenue Code and shall include, but not be limited to: Enrollment at private elementary, junior and senior high school including boarding school; Undergraduate and graduate study in any field at a college or university; Specialized, vocational or professional training or instruction at any institution, including private instruction; and Any other curriculum or activity that my Trustee may deem useful for developing the abilities and interests of a beneficiary including, without limitation, athletic training, musical instruction, theatrical training, the arts and travel. The term "education" shall also include distributions made by my Trustee for expenses such as tuition, room and board, fees, books and supplies, tutoring and transportation and a reasonable allowance for living expenses. (1) Incapacity Except as otherwise provided in this agreement, a person is deemed incapacitated in anyone of the following circumstances. 15-3 (1) The Opinion of Two Licensed Physicians An individual is deemed incapacitated whenever, in the opinion of two licensed physicians, the individual is unable to effectively manage his or her property or financial affairs, whether as a result of age, illness, use of prescription medications, drugs or other substances, or any other cause. An individual is deemed restored to capacity whenever the individual's personal or attending physician provides a written opinion that the individual is able to effectively manage his or her property and financial affairs. (2) Court Determination An individual is deemed incapacitated if a court of competent jurisdiction has declared the individual to be disabled, incompetent or legally incapacitated. (3) Detention, Disappearance or Absence An individual is deemed incapacitated whenever he or she cannot effectively manage his or her property or financial affairs due to the individual's unexplained disappearance or absence for more than 30 days, or whenever he or she is detained under duress. An individual's disappearance or absence or detention under duress may be established by an affidavit of my Trustee, or, if no Trustee is serving, by the affidavit of any beneficiary. The affidavit shall describe the circumstances of the individual's disappearance, absence or detention and may be relied upon by any third party dealing in good faith with my Trustee in reliance upon the affidavit. (g) Income Beneficiary The term "income beneficiary" means any beneficiary who is then entitled to receive distributions of the net income of the trust, whether mandatory or discretionary. Unless otherwise provided in this agreement, the phrase "majority of the income beneficiaries" means any combination of income beneficiaries who, if all accrued net income were distributed on the day of a vote by the beneficiaries, would receive more than 50% of the accrued net income. For purposes of this calculation, beneficiaries who are eligible to receive discretionary distributions of net income are deemed to receive the income in equal shares. 15-4 References to a "majority" refer to a majority of the entire trust collectively until my Trustee allocates property to separate trusts or trust shares. After the allocation of property to separate trusts or trust shares, references to a "majority" refer to a majority of each separate trust or trust share. (h) Independent Trustee The term "Independent Trustee" means a Trustee who is not an Interested Trustee as defined in subsection (i) and includes an Independent Special Trustee appointed under the provisions of Section 3.08. Only an Independent Trustee may exercise those powers granted exclusively to an Independent Trustee and when the phrase "other than an Interested Trustee" is used. Whenever this agreement specifically prohibits an Interested Trustee from exercising discretion or performing an act, then only an Independent Trustee may exercise that discretion or perform that act. An Independent Trustee shall not be liable to any person for any good faith exercise or nonexercise of its discretion under this agreement. (I) Interested Trustee The term "Interested Trustee" means (1) a Trustee who is a transferor of property to the trust (including a person whose qualified disclaimer resulted in property passing to the trust); (2) a Trustee who is a beneficiary of the trust; or (3) a Trustee whom a beneficiary of the trust can remove and replace by appointing a Trustee that is related or subordinate to the beneficiary within the meaning of Section 672(c) of the Internal Revenue Code. For purposes of this subsection "a beneficiary of the trust" means a person who is or in the future may be eligible to receive income or principal from the trust pursuant to the terms of the trust. A person shall be considered a beneficiary of a trust even if he or she has only a remote contingent remainder interest in the trust; however, a person shall not be considered a beneficiary of a trust if the person's only interest is as a potential appointee under a testamentary power of appointment. (j) Internal Revenue Code and Treasury Regulations 1 , References to the "Internal Revenue Code" or to its provisions are to the Internal Revenue Code of 1986, as amended from time to time, and the corresponding Treasury Regulations, if any. References to the "Treasury Regulations," are to the Treasury Regulations under the Internal Revenue Code in effect from time to time. If a particular provision of the Internal Revenue Code is renumbered, or the Internal Revenue Code is superseded by a subsequent federal tax law, any reference is deemed to be made to the renumbered provision or to the corresponding provision of the subsequent law, unless to do so would clearly be contrary to my intent as expressed in this agreement. The same rule shall apply to references to the Treasury Regulations. 15-5 (k) Legal Representative or Personal Representative As used in this agreement, the term "legal representative" or "Personal Representative" means a person's guardian, conservator, executor, administrator, Trustee, or any other person or entity personally representing a person or the person's estate. (I) Per Stirpes Whenever a distribution is to be made to a person's descendants "per stirpes," the distribution shall be divided into as many shares as there are then living children of the person and deceased children of the person who left then living descendants. Each then living child shall receive one share and the share of each deceased child shall be divided among the child's then living descendants in the same manner. (m) Qualified Retirement Plan The term "qualified retirement plan" means a plan qualified under Section 401 of the Internal Revenue Code, an individual retirement arrangement under Section 408 or Section 408A or a tax-sheltered annuity under Section 403. The term "qualified retirement benefits" means the amounts held in or distributed pursuant to a plan qualified under Section 401, an individual retirement arrangement under Section 408 or Section 408A, a tax-sheltered annuity under Section 403 or any other benefit subject to the distribution rules of Section 401 (a)(9). (n) Shall and May Unless otherwise specifically provided in this agreement or by the context in which used, I use the word "shall" in this agreement to command, direct or require, and the word "may" to allow or permit; but not require. In the context of my Trustee, when I use the word "may" I intend that my Trustee may act in its sole and absolute discretion unless otherwise stated in this agreement. (0) Trust The terms "this trust" or "this trust agreement" shall refer to this agreement and all trusts created under the terms of this agreement. (p) Trustee The term "my Trustee" or "Trustee" refers to the Trustee named in Article One and to any successor, substitute, replacement or additional person, corporation or other entity that is from time to time acting as the Trustee of any trust created under the terms of this agreement. The term "Trustee" refers to singular or plural as the context may require. ,/ 15-6 (q) Trustmaker The term ''Trostmaker'' has the same legal meaning as "Grantor," "Settlor," ''Trustor'' or any other term referring to the maker of a trust. (r) Trust Property The phrase "trust property" shall be construed to mean all property held by my Trustee under this agreement, including all property that my Trustee may acquire from any source. Section 15.07 General Provisions and Rules of Construction The following general provisions and rules of construction shall apply to this agreement: (a) Duplicate Originals This agreement may be executed in any number of counterparts, each of which is deemed to be an original. Any person may rely upon a copy of this agreement certified under oath by my Trustee to be a true copy, to the same effect as if it were an original. (b) Singular and Plural; Gender I Unless the context requires otherwise, words denoting the singular may be construed as plural and words of the plural may be construed as denoting the singular. Words of one gender may be construed as denoting another gender as is appropriate within the context. The word "or" when used in a list of more than two items may function as both a conjunction and a disjunction as the context requires or permits. (c) Headings of Articles, Sections, and Subsections The headings of Articles, Sections, and subsections used within this agreement are included solely for the convenience and reference of the reader. They have no significance in the interpretation or construction of this agreement. (d) Governing State Law This agreement is governed, construed and administered according to the laws of the Commonwealth of PENNSYLVANIA as from time to time amended, except as to trust property required by law to be governed by the laws of another jurisdiction and unless the Situs of Administration is changed as provided in Section 15.05. 15-7 (e) Notices Unless otherwise stated, whenever this agreement calls for notice, the notice must be in writing and must be personally delivered with proof of delivery, or mailed postage prepaid by certified mail, return receipt requested, to the last known address of the party requiring notice. Notice is effective on the date personally delivered or on the date of the return receipt. If a party giving notice does not receive the return receipt but has proof that he or she mailed the notice, notice is effective on the date it would normally have been received via certified mail. If notice is required to be given to a minor or incapacitated individual, notice must be given to the parent or legal representative of the minor or incapacitated individual. (f) Severability The invalidity or unenforceability of any provision of this agreement shall not affect the validity or enforceability of any other provision of this agreement. If a court of competent jurisdiction determines that any provision is invalid, the remaining provisions of this agreement are to be interpreted and construed as if the invalid provision had never been included in this agreement. I have executed this agreement on the day and year first above written. This agreement shall be effective when signed by me, whether or not now signed by a Trustee. I certify to the officer taking my acknowledgment that I have read this trust agreement, that I understand it, and that it correctly states the provisions under which my trust property is to be administered and distributed by my Trustee. ~~~/~ ROBERT J. TRACE, Trustmaker and Trustee (SEAL) ~f- /0.a.-UL 'IlUt j.;J, )(SBAL) MARG TTRACEFOSTER. Trustee 15-8 STATEOF~t\M'-~~ COUNTY OF ) ) ss. ) On this::1L day of July, 2005, before me, a Notary Public for said State, personally appeared ROBERT J. TRACE, as Trustmaker and Trustee, personally known to me (or proved to me on the basis of satisfactory evidence), to be the person whose name is subscribed to in the within instrument, and acknowledged that he executed the same. [Seal] N~~ My commission expires: 2-. l f.' 7 009 STATEOF~Q.W ~) \ ) ss. COUNTYOF~ ) 1111. =:.... ..0.::::':==:'&._ On this 11. day of July, 2005, before me, a Notary Public for said State, personally appeared MARGARET TRACE FOSTER, as Trustee, personally known to me (or proved to me on the basis of satisfactory evidence), to be the person whose name is subscribed to in the within instrument, and acknowledged that she executed the same. [Seal] ~~bliC \,lJWM- My commission expires: ~ 2311363 Amr M. Wolfe IolIrY Public fIf New JtrItf ." CllIIlIlIsslon Exp!1IS FebruarY 11. - 15-9 Assignment of Tangible Personal Property to Living Trust For value received, I, ROBERT J. TRACE. ("Owner/Assignor"), hereby assign, transfer, and convey to: The ROBERT ]. TRACE Living Trust dtd July 5, 2005 The Trustees of this trust are: ROBERT J. TRACE and MARGARET TRACE FOSTER all of my right, title, and in~erest in all of my tangible personal property. My tangible personal property shall include, without limitation, all of my jewelry, clothing, household furniture, furnishings and flXtures, chinaware, silver, photographs, works of art, books, boats, automobiles, airplanes, sporting goods, artifacts relating to my hobbies, and all other tangible articles of personal property which I now own or hereafter acquire, regardless of how they are acquired or the record title in which they are held. Dated this L I day of -4 \1\ 1 . 20~ /~~ I~~ ROBERT J. T CE, Owner/AssIgnor (ALWAYS IN PRESENCE OF NOTARY) '...":::.' (NOTARY COMPLETE SECTION BELOW] STATEOF}.ll\t0~~ ss. COUNTYOF~ ) On this 1-\ day of --.-J \J "'-^. ,2012.2 before me, a Notary Public for said State, personally appeared ROBERT J. TRACE, as Owner/Assignor, personally known to me (or proved to me on the basis of satisfactory evidence), to be ~he person whose name is subscribed to in the within instrument. and acknowledged that he executed the same. (SEAL) ~Pu~ "\A~ My commission expires: '1-' tJ . 0 '1.- r",,\ ,} REV-485 EX (05-04) .~- SAFE DEPOSIT ~ BOX INVENTORY PA Department of Revenue Social Security or Death Certificate Number Date of Death J~ ~ rnl IE [EE[JJ Decedent's Last Name Suffix First Name MI ~JJJID OJ] ~]'.n 0 ADDRESS OF DECEDENT STREET: CITY: 331 N. 28th Street. Cam Hill NAME AND ADDRESS OF PERSON REQUESTING THE OPENING OF THE SAFE DEPOSIT BOX NAME: James A. Ulsh,. Esq, Mette, Evans & Woodside STREET ADDRESS: CITY: 3401 N. Front Street Harrisbur . NAME, ADDRESS AND RELATIONSHIP (If ANY) TO DECEDENT, OF PERSON(S) PRESENT AT THE BOX OPENING I. NAME: RELATIONSHIP: James A. Ulsh, Esq. Attorney for STREET ADDRESS: CITY: 3401 N. Front Street Harrisbur2 b. NAME: RELATIONSHIP: ....J c. NAME: 48500041046 PLEASE USE ORIGINAL FORM ONLY County Code Year File Number STATE: PA ZIP CODE: 17011 STATE: PA ZIP CODE: 17110 decedent's estate STATE: ZIP CODE: PA 17110 STREET ADDRESS: CITY: STATE: ZIP CODE: RELATIONSHIP: STREET ADDRESS: CITY: STATE: ZIP CODE: NAME AND ADDRESS OF FINANCIAL INsmUTION WHERE THE SAFE DEPOSIT BOX IS LOCATED NAME: PNC Bank STREET ADDRESS: STATE: ZIP CODE: 2101 Market Street PA 17011 . NAME OF PERSON MAKING LAST ENTRY DATE AND TIME OF LAST ENTRY Robert J. Trace Januar 4 2006 DATE OF CONTRACT TO RENT BOX · NUMBER OF BOX I TITLE UNDER WHICH BOX IS REQUESTED 4/5/1976 402 Robert J. Trace NAME AND ADDRESS OF PERSON(S) HAVING ACCESS TO BOX I. NAME: b. NAME: Robert J. Trace Margaret Foster STREET ADDRESS: STREET ADDRESS: 331 N. 28th Street 331 N. 28th Street CITY: STATE: ZIP CODE: CITY: STATE: ZIP CODE: Camp Hill PA 17011 Camp Hill PA 17011 NAME AND TITLE OF EMPLOYEE TAKING THE INVENTORY NA WAS A W1U IN THE BOX? 0 YES l1!I NO If yes, I. Dlte of will: b. Nlme and address of personal representative, If named In the will NAME: L STREET ADDRESS: CITY: STATE: ZIP CODE: c. Name and address of attorney, If any NAME: STREET ADDRESS: CITY: STATE: ZIP CODE: 48500041046 48500041046 .-J =485 EX SAFE DEPOSIT BOX INVENTORY Page 1 of 1 INSTRUCTIONS (1) Cash: Report total only. (2) Stocks: List In detail every common or preferred certificate, warrant or other rights found in box. Stocks are to be designated by name of company, certificate number, date of certificate, name In which stock is registered, and number of shares and class of stock. (3) Obligations of U.S. Government: Number of Items, date of issue, face value, names in which registered and type of ownership, i.e., jointly held, payable on death, etc. (4) Bonds: Designate by name, amount, serial number, or other designation. (Bearer Bonds) (5) Bank and Savings and Loan Passbooks: State name of depositor, number of book, last date appearing In book, name of bank and branch, and balance. (6) Jewelry, Coins, Stamps, Manuscripts, ete: List and describe as fully as possible. (7) Deeds, Mortgages, Current Insurance Policies or other evidences of Indebtedness: List and describe as fully as possible. (8) All other contents. (9) Return completed form to: DEPARTMENT OF REVENUE INHERITANCE TAX DMSION DEPT. 280601 HARRISBURG, PA 17128-0601 ITEM DESCRIPTION J~ IT Me1'ck Stock Certificate flZONW376759 dated 11/30/1994 for 1,068. shares of common ] stock in the name of Margaret T. Foster 2 j Merck Stock Certificate flZ0559943 dated 07/09/1998 for 250 shares of common stock -1 in the name of Margaret T. Foster 3 I PNC Stock Certificate flCPT215463 dated 01/14/1993 for 264 shares of common stock -r-i~ the name of Mar2a~et T. Foster 4~ PNC Stock Certificate flCPT21609S?dated 01/i5/1993 for 1.556 shares of common stock -1 in the name of Mar2aret T. Foster 5 I }>NCS'tock Certificate I/CPT240499 dated 08/25/1993 for 1.000 shares of common stock ~n the name of Mar2aret T. Foster 61 PNC Stock Certificate flCPT289070 dated 12/08/1997 for 1.000 shares of common stock Tin the name of Mar2aret T. Foster 7 T. PNC. Stock Certificate I/CPT3166674tdated 12/08/1998 for 1.000 shares of common stock _J in the name of Mar2aret T. . Foster . 8~PNC Stock Certificate flCPT327281 dated 01/21/2000 for 1.000 shares of common stock Tin the name of Mar2aretT . Foster ~_~_ I ~_ 1 r- ] I ____ I ERTIFY UNDER PENALTY OF PERJURY THAT THE ABOVE RECORD IS PERSON RECEIVING COPY OF -- ... -. ... - ] 'RRECT AND CO~E TQ~EBEST OF MY KNOWLE.DGE AND BELIEF. SAFE DEPOSIT BOX INVENTORY: __ 'NATU; . .~- ~ .~ u J SIGNATURE - mm__._ ---1 INT~m:s AJ Ulsh, Esquire ------- JPRiNTNAMEAND CHECK APPROPRIATE BOX BELow: I INT=:~r:>Jr the Estate ~\~ 1 \o~ c~C~::::IAT~:~lrnwat~b1X) o Estate Representative 0 Joint owner of safe deposit box )TE: Attach additional 8'/2" x 11" sheet(s) if necessary or use duplicates of this page of form. ~ Department is authorized by law, 42 U.S.C. ~5 (c)(2)(C)O), \0 require disclosure of Social SecurIty numbers in connection with administering state tax laws; The Department uses IhB =ial SecurIty number \0 identify IhB decedent and personal representatives of the estate. The Commonwealth may also use IhB Infonnation in exchange of tax information agreements " F8l!ralll!',d local taxing aulhorllies. The slate .laY/JLrotlibits.~~ITlOIlW8aIlh's personnel from disclosil1lL confidential tax lnfonnation exes t for official s. EXHIBIT F ------ ------ ,\rthllr l.. (;,ddhl'l"g ,I:'" I -2110fl i HalT\' 1\, ' ;, i1dhl'q, , ! ~ - i : '.").,,\ i {un,lid \i, klllln,ll1 I\llli I, ["'f',,,il" '\,'i1 l.. Ilc'l\cilT,IWI j, la\ l.()()PlT \'1111111.1' I.. l\rl'llllc'l" i,rill.. :)lldn(2.,KlIl;l\ (.UI 1[, I\,u"b kll, I !{USSII \lll!"I,'l). I .r')cc'nzi [!,"II:,", I IV(,llcI :)11..'\\'11; I.. .ruhh '"hn 1 ki "ren!." I{,,\'c,' i., .\ \"I'I'i, I I,ll It! .\ i 'Ic'(Kl'! Jll"",,,h \ \ ')\'lllhn)! Ill'~ll ill'! j ! J,i1l'i"lIU ( .Irl\ I. \\ !'1l11l'j" .\ 11...-j'LI.:i j. .....1 H..'I1.l i I'. "". ,Ii ,..,j j \I,i J t." ''- k ..\I"l)\,jd H. k(}~~dll n Goldberg Katzn1an A full-service law firm, June 29, 2006 Peggy Foster 33 1 N. 28th Street Camp Hill, PA 17011 Re: Alfarata Dunn Dear Peggy: As you know from our phone conversation, this firm has been retained to represent Alfarata (Freddi) Dunn. To this end, we need to straighten out the three bank accounts that are being held at PNC Bank. As you know, these funds belong to Freddi but the accounts are in multiple names. The accounts in question are as follows: Account Number 50-0198-5481 in the names of Alfarata Dunn and Robert Trace. Account Number 50-0116-1837 in the names of Alfarata Dunn and Robert Trace. Account Number 50-0454-4331 in the names of Alfarata Dunn, Robert Trace and Margaret T. Foster. Since you stated that you would cooperate with us to transfer these funds into Freddi's name, I enclose a format of a letter that I would ask that you send to PNC Bank. It is our goal to transfer these accounts to Freddi's name then consolidate the funds into one account. Your help in this regard will be greatly appreciated. Thank you for your attention to this matter. If you should have any questions, please do not hesitate to contact me. JD/stw Enclosure 1354473 .\ 1.1 rkct S ll'l'l'l, Sl r~lwbl'IT\' Sq 1I~1 Il' 11',1 I, Bt 1,\ 1.2(,;-; II Ll I I i shll rg, 1'\ 1-; il)0 1,2(10 I ~. I 7 - 234 -4161 I 717 - ~ ,14-()<'iUK i. Ll \ \ \ '\ \'1 \"'~( ,/. II!( T,~k(/ I:: 1111111, ,'Oil i ~; , . . d~~. i ~~" '\'1 i'~,~. '< , Ms. Jessica Puliti Branch Manager PNC Bank 127 Kim Acres Drive Mechanicsburg, P A 17055 RE: Alfarata Dunn Dear Ms. Puliti: As you are aware, my father Robert Trace managed funds for Alfarata Dunn as her Power of Attorney. As you are also aware, my father died recently leaving several accounts with PNC Bank in his name and Ms. Dunn's name. For your convenience, I hereby enclose a death certificate for my father. I have been contacted by counsel for Ms. Dunn, John DeLorenzo, Esq. with the firm of Goldberg Katzman, P.C., who is presently attempting to secure Ms. Dunn's funds so that they may be consolidated into one account. Therefore, I am requesting that the following accounts be placed in Ms. Dunn's sole name: Account Number: 50-0198-5481 in the names of Alfarata Dunn and Robert Trace. Account Number: 50-0116-1837 in the names of Alfarata Dunn and Robert Trace. Account Number: 50-0454-4331 in the names of Alfarata Dunn, Robert Trac~ and Margaret T. Foster. If you have any questions about the above or should need any further information, you may contact me or Attorney DeLorenzo at 234-4161. Thank you for your attention to this matter. Sincerely, Margaret T. Foster cc: John DeLorenzo, Esq. One Financial Way Cincinnati, Ohio 452.42 ~ Ohio National ~ Financial Services ~ Post Office Box 237 Cincinnati, Ohio 45201-0237 Telephone: 513.794.6100 wyvw.ohionational.com March 30, 2006 MARGARET T FOSTER 331 N 28TH ST CAMP HILL PA 17011 RE: Annuity Contract No. S6648026 ROBERT J TRACE, Deceased Dear Ms. Foster: The claim under the above-referenced Annuity Contract has been approved for payment of a death benefit of $78,085.98 plus interest at the rate of 3% from the date of death, 02/15/2006, until the date of settlement, 03/3012006, in the amount of $275.97. Your share is 1/3. Our check for $26,120.65, payable to you for your portion of the proceeds, is being sent under separate cover. The original death benefit was $79,285.98, the date of death value, but a check representing a systematic payout in the amount of$1,200.00 was sent to Mr. Trace after his date of death. We deducted this amount from the death benefit. The difference between the death benefit and the cost basis of $64,751.13 is taxable as ordinary income. The taxable amount is $13,334.85. Next January, you will receive a Form 1099R for the taxable amount of $4,444.95 and a Form 1099INT for $91.99, your interest paid. Receipt of these proceeds satisfies our obligation under the above-referenced Annuity Contract. If you have any questions or concerns regarding this matter, please do not hesitate to contact me at 1-800-366-6654 Option 3, or (513) 794-646 or e-mail bmoore@ohionational.com. Sincerely, ~,-,\.Rl;~ Beth R Moore Annuity Claims Specialist Enclosure cc: Jack E Snavely II 2253-105 The Ohio National Life Insurance Company Ohio National Life Assurance Corporation 10717 /'10,1 ~ P112-DEED-WARRANTY IND. OR CORP G V S T-l COPYRIGHT 19760 by ALL-STATE LEGAL SUPPLY CORP. mitis ileell, made the 2nd day of January 1989 ~twrrn ROBERT J. TRACE and MARGARET B. TRACE, his wife herein designated as the Grantors, Anb MARGARET T. FOSTER, ROBERT J. TRACE, JR and SUSAN T. NEWTON, as Joint Tenants with right of survivorship, herein designated as the Grantees,' .itnrlntlJ, that the Grantors, for and in consideration of One ($1.00) - ---------- - - - - - - - -- ________________________________Dollar and Natural Love and Affection lawful money of the United States of America., to the Grantors in hand well and truly paid by the Grantees, at or before the sealing and delivery of these present8, the receipt whereof is hereby acknowledge(l and the Grantors being therewith fully satisfied, do by these presents grant, bargain. sell and convey unto the Grantees forever, All that certain tract or parcel of land and premises, Ilituate. lying and being in the Borough of Camp Hill in the County of Cumber land anci Commonwealth of Pennsylvania, more particularly described as follows: BEGINNING at a point on the Eastern line of North Twenty-Eighth street, which point is at the dividing line between the premises herein described and property now or late of Theodore Tristan et ux: Thence in an Eastwardly direction and along aforesaid dividing line, a distance of 108 feet to a point at the rear lot line of property now or late of Frederick C. Newton et ux: Thence Southerly and along the rear lot line of property now or late of Frederick C. Newton et UX, a distance of 180 feet to a point an the northern line of property now or late of Heath Allen et ux: Thence in a Westwardly direction and along the Northern line of property now or late of Heath Allen et ux, a distance of 108 feet to a point on the Eastern line of North Twenty-Eighth Street: Thence Northwardly and along the Eastern line of North Twenty-Eighth Street a distance of 180 feet to a point, the point and place of BEGINNING. BEING Parts of Lots Nos. 18 and 19 on Plan of Lots for Ritter Bros. laid out by Howard A. LeVan, Jr., P.E. HAVING THEREON erected a one story brick and frame dwelling, known as and numbered 331 N. 28th street, Camp Hill, Pennsylvania. BEING part of the same premises which Ritter Brothers by their deed dated .#rlIJAA"I 3~,IjW granted and conveyed unto Robert J. Trace and Margaret B. Trace, his wife, which deed is recorded in the Office of the Recorder of Deeds in and for Cumberland county in Deed Book "A~ Vol. /4 Page .3 b . THIS is a transfer from mother and father to three (3) children and exempt from the State transfer tax. (;.!)j.' 2~'3 .. 4.830 mOJrt!ttr with all and singular the b1Lildings, improvements, ways, woods, waters, watercourses, rights, liberties, pri'lJileges, hereditaments and appurtenances to the same belonging or in anywise appertaining; and the reversion and reversions, remainder and remainders, rents, issues and profits thereof; and of every part and parcel thereof; Anh al.a all the estate, right, title, interest, use, possession, property, claim and demand whatsoever of the Grantors both in law and in equity, oj, in and to the premises herein described and every part and parcel thereof with the appurtenances. mo !taue anh to !tolb all and singular the premises herein described together with the hereditaments and appurtenances unto the Grantees and to Grantees' proper use and benefit forever. Anll the Grantors covenant that, except as may be herein set forth, they do and will fDrtUtf warrant and beffnb the lands and premises, hereditaments and appurtenances hereby conveyed,against the G-rantor.~ and all other persons lawfully claiming the same or to claim the same. In all references herein to ~ny parties ~8ons, entities or corporations, the use oj' any particular ge1l.der or the plural or singular number is intended to incl;;de the appropriate gender or number as the text of the withi7t i7Uitrunumt may requireWherever in this instrument any party shall be des~ted or referred to by name or general reference, such designa- tion is intended to and shall have the same effect as iJJhe words "heir8. executors, administrators, personal or legal representatives, successors and assigns It had been inserted o,fter each and every such designation. In .itne.. 84ereof, the Grantors have hereunto set their hands and seals, or if a corporation, it has caused these presents to be signed by its proper corporate officers and its corporate seal to be affixed hereto, the day and year first above written. 'lgntll, 'ealeb Rnb .eliurreb 1-. t4e pre.tnu of ../Jt:;;7~~................. /J - ..~~~~~.~~................................ ~ i~~~t~~'i:0f~~.~1.~-.... .,. ... ..... .... ....... QJ.omnwnUtraU~ of "nnsgluania. (ltountg of .J).o. up 1./, N f Sll. : lie it .rmembrrtll, that on r"#J..:lIlCv 2. 19 B ~ . before m.e the subscriber a Notary Public personaUyappeared Robert J. Trace and Margaret B. Trace, his wife known to me (or satisfactorily proven) to be the person s whose names are subscribed to the within deed and acknowledged that tltey executed the same for the purposes therein ccl1ttained. l~fJ A'5~ " .itn... my Iwnd and oeollM dug. . ).,.....~.... ..~_ ........... :~.e;ii$' ~~~ . .~~~- -~. .' ~:~~;'"~..;. ~,.~~..~ i'''-::~ . ~f~~~'~ . ~-.";,'~a~"'Ii. ~.S ....., . ...~...' .~~. .......... ~....~. ~~A~.~".~ .."..c":'J...". f;f<'j;\ '''";''H~~iSotf'' . . " ~~~~~~~i~:~~\ p{r qfepo - f'r otomnunuuraUit of t)rttnsgluanta. utuunt!} of 8t it ittmtmbtrt~, that on personally appeared who ackrwwledged self to be the 19 of , before me the s.ubscriber, Iss.; a Corporation, and that being authorized to do so as such corporate officer executed the joregt,ing instrument for the purposes therein contained on behalf of the corporation. _thttn my hand and seal the day and year aJoresa:id. .....,........................................................,................. ~ \0 Q) Cl) ~ ..... .. 'M '=' ~ '0-1-1 ~ ~.. ;.'J " l:: c:: . - ." J (/J 1\]''-/ c::::J woo -l~ .,., 04-1 C":) mote .a . IJ 0 ~\ --f ::::0 :0 n, rei ..~ ,.. ~ C ::4' ~ a .. l:X:1JC/l-l-l "f co z(11'" ~~ IiJ ~.a u c E-l .. 0'1 0;:0:-0 ~ ~~ e-. en ~ z.,., ~ -0 O~N ouo~ ::3 o - ~E-l rz..<E-l ~ c'c,.., lit) et::::=.c:::P4 ~ F"O ZM1C':l E-l . . E-l ~ +J .,., ~ -fmr- IXl E-t :z: ..-/ .c::: ~ r:"e -<om . . ~ f/) I C/l;::O IJE-l E-l1J . H ~ ~ ~ E-ttl.lO ~ '1:' E-l~ P::E-l +J> ~< < ~ ~ c::.,., ~C) C)~ 10> ~ 1Xl~ ~lXlenC::H .... g~ ~O:::lQ)~ l:S p::enE-ltll ~ 1 Certi fy this to be recorJcd b~ CUll/berland County PA tf.-~:-;~;-. _42--~ ~ J~ I~ ,,' b ..,..i\ C:' ~'. - ::. ; }..~' \ ,. . "," ...., \<~~.~ Recorder of Deeds BJ< ,,53 p~ q f61Y8 '" '" .~ :5 ~"O' \.. oc ~l>:l ~ ~~ 'S"t:3 .....d o ~ ~.~ .....~ "" 0 ~.... .... "" ~~ 't= ~ ~ .... .., .., ~} &3 .... "tS l>:l ~ t ~ '. ~ ~.~ ~~! "t:3.e ..,.~ ~ ~~~ ......,... .. ,Q ....,Q ...! <.> ,,-:9, \'1 ~ 'i .~ ~\! :-..\ t;; ,,~ ~ Ni~ ~~ . "\! t; ~ CI) ~ ~\ ~ ~ ~ ~ 'ok J~ it.1 .~ \~ ~ T ~ '" ~I 0: ..\ Page 1 of 1 d Results for Parcel 01-20-1852-230. in the 2004 Tax Assessment Database -'0 1 D 01-20-1852-230. fix [) 331 n N 28TH STREET FOSTER, MARGARET T & ROBERT J TRACE JR [le R Ie 2688 dVal 72850 Val 231590 Val 304440 iVai 0.41 tat I . I 10 8 20 2 'age 00253-04860 1979 Date 2/28/2005 roval_Status 0 db.ccpa.netJdetails.asp?id==O 1-20-1852-230.&dbselect==1 5/11/2006 107/7 jt1tJ' I ~ P112-DEED-WARRANTY IND. OR CORP G VST-1 COPYRIGHT 1976 C by ALL-STATE LEGAL SUPPLY CORP. mitis meell, made the 2nd day of January ly89 Bttwun ROBERT J. TRACE and MARGARET B. TRACE, his wife herein designated as the Grantors, An~ MARGARET T. FOSTER, ROBERT J. TRACE, JR and SUSAN T. NEWTON, as Joint Tenants with right of survivorship, herein desig'nated as the Grantees; .itn,.lftlt, that the Grantors, for and in consideration of One ($1. 00 ) - - - - - - - - - - - - - - - - - - - - ________________________________Dollar and Natural Love and Affection lawful money of the United States of A merica, to the Grantors in hand well and truly paid by the Grantees, at or before the sealing and delivery of these presents, the receipt whereoj'is hereby acknowledged and the Grantors being therewith fully satisfied, do by these present3 grant, bargain. sell and convey unto the Grantees forever, All that certain tract or parcel oj'land and premises, llituate, lying and being in the Borough of Camp Hill in the County oj' Cumber land and Commonwealth of Pennsylvania, more particularly described as j'ollows: BEGINNING at a point on the Eastern line of North Twenty-Eighth Street, which point is at the dividing line between the premises herein described and property now or late of Theodore Tristan et ux: Thence in an Eastwardly direction and along aforesaid dividing line, a distance of 108 feet to a point at the rear lot line of property now or late of Frederick C. Newton et ux: Thence Southerly and along the rear lot line of property now or late of Frederick C. Newton et ux, a distance of 180 feet to a point an the northern line of property now or late of Heath Allen et ux: Thence in a Westwardly direction and along the Northern line of property now or late of Heath Allen et ux, a distance of 108 feet to a point on the Eastern line of North Twenty-Eighth Street; Thence Northwardly and along the Eastern line of North Twenty-Eighth street a distance of 180 feet to a point, the point and place of BEGINNING. BEING Parts of Lots Nos. 18 and 19 on Plan of Lots for Ritter Bros. laid out by Howard A. LeVan, Jr., P.E. HAVING THEREON erected a one story brick and frame dwelling, known as and numbered 331 N. 28th street, Camp Hill, Pennsylvania. BEING part of the same premises which Ritter Brothers by their deed da ted Ji.t4/lAA" 3 ~ 14 W granted and conveyed un to Robert J. Trace and Margaret B. Trace, his wife, which deed is recorded in the Office of the Recorder of Deeds in and for Cumberland County in Deed Book "AM Vol. /4 Page .3 ~ . THIS is a transfer from mother and father to three (3) children and exempt from the State transfer tax. t)!j;.i' 2~3 '. 4800 .ogetl1~r with all and singular the buildings, improvements, ways, woods, waten, watercounes, rights, liberties, privileges, hereditaments and appurtenances to the same belonging or in anywise appertaining; and the reversion and reversions, remainder and remainders, rents, issues and profits thereof; and of every part and parcel thereof; Anb al.a all the estate, right, title, interest, use, possession, property, claim. and demand whatsoever of the Grantors both in law and in equity, oj. in and to the premises herein described and every part and parcel thereof with the appurtenances. ato l1aut anla to l10lb all and singular the premises herein described together with the hereditaments and appurtenances unto the Grantees and to Grmttees' proper use and benefit forever. Anb the Grantors covenant that, except as may be herein set forth, they do and will fortutr warrant and brftnb the lands and premises, hereditaments and appurtenances hereby conveyed,against the G-rantors and all other persons lawfully claiming the same or to claim the same. In all references herein to any parties persons, entities or corporations, the use oj' any particular gender or the plural or singular number is intended to incl;k the appropriate gender or number U$ the text oj' the withi7t i7~tru7lle1tt may requirfvherever in this instrument any party shall be d.es~ted or referred to by name or generalrej'ereuce, such designa- tion is intended to and shall have the same effect as v_the words "heirs, executors, adminilitrators, personal or legal representatives, successors and U$signs" had been inserted after eat:h and every such designation. In _Unt.. _l1rrtDf, the Grantors have hereunto set their hands and seals, or if a corporation, it has cCW,sed these presents to be signed by its proper corporate officers and its corporate seal tv be affixed hereto, the day and year first above written. ",ntb, 'talrb anb .tliutrtb i-. tilt preunu of ..;Jt:;;7~-t....................... /J - ..~~~~:~~~............. ..... .............. ~ ~~~~~~.;:~f~a.::'t~-.......................... aJ.omnwuaura1t4 of "unllylttanta. aJ.ountg of J>4VP~, N filII. : .t it ilbmtmbrrtb, that on :.rllt"" .... II jC.'" 2- 19 8 ~ . before m.e the subscriber a Notary Public personaUyappeared Robert J. Trace and Margaret B. Trace, his wife known to me (or satisfactorily proven) to be the person s whose names are subscribed to the within deed and acknowledged that they executed the same lor the purpose.~ therein coutained. _Un'.. my hand and seal the day ,~fJA5~ Pb-qfepo-f'r , QIummonwraltlt uf ~rttns!Jltlanta. Q!ountg of ., it Ilrmrmbtrtb. that on personally appeared self to be the who acknowledged 19 of , before me the $ubscriber, IS8.: a Corporation, and that being authorized to do so as such corporate officer executed the j'ure(jlJ'ing i7tstruu~etLt for the purposes therein contained on behalf of the corporation. _itnto my hand and seal the day and year aforesaid. ~~ ~ ~ lit) <V 44 'r-! ): U) '''; .c: res ~ .. IU~ () tj~ ~E-t E-t . ~ . I-JE-< rs:l ~p:: lX:1<.1: ~~ mp:; ~~ c e-. '04-' s:: s:: IO-r-! 04-1 .I-JO ..l:t: O::I-JU)4-' r:iI 10 .c: E-t.. tn Ul s::.:l Z'r-! OUOl:t: r:r..1<.1:8 l:t: ~..c:: 0. .8~+J'r-! 8 Z 'r-! ..c:: . ):U) E-t I-J. 4 rs:l 8000 D::8 +J> 1<.1: l:t:Z S::'r-! ~ta<lO> lX:a:1UlS::4 I(004l;j ~l:t:UlE-<tI) 1 ('erti fy 1h is to be recor led b: C~u"j'r:bcrland County PA ,(,.~~::;.?:-;-... ~~~~ r:' }~ /,:"':,' .. '. .,~\\ t:7 - ~;,:.~...:.. : }.l~' \ ,.. .,....:.. I ~'-:~~../ Recorder of Deeds BJ<. ^ s3 p~ If f6'lY (3 .................................................,................................ ~ \0 0) ... "'\ ;.. l"( ~ ll. '>4 ~ ~ ~ ~ .... ~ ~ .; :S g'O> ~ ..... ~<O 'lo) ~{; :S~ ....d d ~ -s ,~ ~ ., \:) tll.... ... ~ ~~ ~ .., 'lo) .... '" 'lo) ~l &~ .... "1::S ~ ~ <:.> d " ] ..,,~ ~~~ ..,.~ d ~~t:3 .~ 1::< . "': t;; ~'<i ~ \'Vj ~ ,,~ '.\.jl.l) :tI) ~ ~\ ~ ~ '4- ~ ~ J~ it.> .. ==> '" <:::) ~ --4 -.. ; .~J .'- .., "J wC;)c mow ::0 ::0 n, ~o:u Z,."..... c;:r::O-o O~N o '.- C.O'" Zrt1c:, -fmf""" -<om I c.~::o '"t" CX) -0 ::3 N f.'e ~ .....,... '!8 ~\.... N~ ~ .~ \~ ~ ~ ",J 01 ''\ Page 1 of 1 Results for Parcel 01-20-1852-230. in the 2004 Tax Assessment Database ) 1 . 01-20-1852-230. x 331 N 28TH STREET FOSTER, MARGARET T & ROBERT J TRACE JR e R c 2688 IVai 72850 Val 231590 fal 304440 Val 0.41 lat 1 - 1 10 8 20 2 "age 00253-04860 1979 Date 2/28/2005 roval_Status D db.ccpa.net/details.asp?id=O 1-20-1852-230.&dbselect= 1 5/11/2006 tBey A r.r.4ttI."I1reuellilJlculrtU 1832 Mon!gomery Scott LLC April 19, 2006 Mette Evans & Woodside Attn: Lisa Knode PO Box 5950 Harrisburg, P A 1711 0-0950 20 Erford Road Suite 3]5 Lemoyne. PA 17043-] 109 (7] 7) 73 ]~4400 fax: (7]7) 731~44]J Dear Lisa, The following are the Date of Death Values for the Robert J. Trace Living Trust dtd 07/21/05: Ouantitv Securitv CUSIP# Mkt Price Value 11,424 Exxon Mobile Corporation 30231 G-l 0-2 59.76 682,698.24 8,000 General Electric Company 369604-10-3 33.46 267,680.00 5,280 Harris Corporation 413875-10-5 46.87 247,473.60 225 Marathon Oil Corporation 565849-10-6 67.53 15,194.25 4,000 Merck & Company Inc 589331-10-7 35.29 141,160.00 11,000 PNC Financial Services 693475-10-5 69.07 759,770.00 99 Secure Computing Corp 813 705-10-0 12.60 1,247.40 JMS Money Market 79,806.02 TOTAL: 2,195,029.51 I have also included copies of Mr. Trace's statements for the periods of July 2005 and January 2006. These statements include the information for gifts of stock that Mr. Trace made to his children. If I can be of further assistance in this matter, please feel free to contact me at 731-4400. Sincerely, ~~0P~c;f~ '" Daphne L. Williams Branch Operations Manager Enclosures Members: NYSE · NASD · SIPC nJN-12-2006 22:12 PNCBAt-I< 412 768 3458 P.02 QPNCBAN< ]tmC 5,2006 Mette, Evans & Woodside Attn: Lisa J Knode 340 1 North Front St. POBox 5950 Harrisburg, PA 17110-0950 RE; Estate of Robert J Trace (Deceased) SSN: 181-32-3519 DOD: 02-15-2006 Dear Ms. Knode: seplal In re$pOl1se to your request for Date of Death balances for the customer noted above, our records show the following: Cbeeldng Aeco1lJlt Account #5004544331 Established 02-14-2005 ROBERT J TRACE ALFARATA L DUNN MARGARET T FOSTER DOD balance: 566,445.33 + $6.S4I1CClUed interest Account #5001985481 Established 02-11-2003 ALFARATA L DUNN OR ROBERT TRACE DOD balance: S126,863.55 + $22.99 accrued interest Account #S 140064615 Established 12-12-2005 ROBERT J TRACE TRUST ROBERT J TRACE TTEE MARGARET TRACE FOSTER TrEE URTAD 07052005 DOD balance: $40,056.41 + 57.53 accrued interest Page 1 of2 N-12-2006 22:13 PNCBAI'I< 412 768 3458 P.03 Account #s 14021 0504 Established 12-12-2005 ROBERT J TRACE TRUST ROBERT J TRACE TrEE MARAGRET TRACE FOSTER. Tl'EE DOD balance: $537.62 + $0.00 accrued interest Savings account Aocount #500116183 7 Established 02-11-2003 ALFARATA L DUNN OR ROBERT TRACE DOD balance: $63,189.49 + $117.10 accrued intCfeSt Account "5004577432 Established 12-12-2005 ROBERT] TRACE TRUST ROBERTITRACBlTBE MARGARET TRACE FOSTER TIBE DOD balance: $1,033.02 + $0.94 accrued interest ,.,.'S; IRA Account Account #65001007192 Established 09-28-1993 ROBERT J TRACE DODbalance: $1,157.69 + $1.46 accrued interest For beneficiary Information please eaIll-888-PNC-IRAS. The decedent did Bot maintain aBY loans with PNC Bank. Please note that this office only provides date of death balances for deposit accounts (IRAs, CDs, Checking and Savings accounts). We do not process any fmaDcial trlUlSaetion. or provide statements. If you need assistanoe with any of these items, please call1-888-PNC-BANK (1-888-762-2265) or stop by your local PNC Bank branch office. Sincerely, ~ ,;1. AC~ Erica L Schlegel 1-800-762-1775 P7 -PFSC-04-F 500 First ^ ve. PittSburgh PA 15219 Member FDIC Pase 2 on TOTAL P.03 .;A .... J-"~: . ("'. ' --,- ! .'1 -; .j' ~.'\ I . '~I ~n J j - J 2 '" 2 ~ , 0:0 LrJ ...a LrJ m m o '1-' LrJ o o o o ru 0:0 M LrJ o o I"- ~-~ c.~ (j-: I- i.T~: ~5 8 ~~. [~ f.:; ~- i l"? ._, ...::Le : I- e.:> 0... ~ .:c' '1- ';::: 0= (-) U) ;::... l::. :r: v: ~. c.:.. ;-..... '.... "\ t-' . f...; f. \ \ " 1. . .~ \\ ..7 ..:!~ ....,\ ~''.:~.... l o~<;. ~ \I)~ ~ ~ .... . il'h 8; i II~ tIt~ ~ #( I 0 :E f t~ ~~ !{\ ~ ~~~ 'c:',6, =- 0 <( ;l, No... is'Q.3.UNn 00... - - ~,! :i i "...2 ~ l("l ~~ \ ~"~ i!~@ ....IS' ~ Ng::( Q~.lJNn 0 0 ~ ''''-, ........ ~<"'-- ","""-. .... ~~:::.... 'i '. ":i:~-:_.. ~z So ~ :; r:J;2~ ~ = @~~! ~ OO~fl) .-j ii~~~~~.. ~8:~=~ r:J;2~~foc; ~~~iS~~ ~f8~~c;; "F2~z & ~O<.-j ~~ ~ ~t:l., ~ ~~ r:z;j CIJ i:::l o ::r: ::r: c.!l E-l i:::l ~r:z;j ~ 8~~ CIJ Q ~CIJ:>-I0'8 E-l~E-lCIJr-.. CIJ~z .-j IHQr:z;j ~:3:8{g< ~~~t r:z;j;ji:::l~ ~t;fJ8~ ZH!;j ~ ~fl?s~~ c.!l~uou .. 1/ 0 ~ ~-~ METTE, EVANS & WOODSIDE A PROFESSIONAL CORPORATION ATTORN1ilYS AT LAW 3401 NORTH FRONT STREET P.O. BOX 5950 HARRISBURG, PA 1'7110-0950 DIRECf DIAL (717) 231-5256 JAMES A. ULSH IRS NO. 23-1985005 E-MAIL ADDRESS jaulsh@mette.eom TELEPHONE ('71'7) 232-5000 FAX ('71'7) 236-1816 HTTPV/WWW.METTE.COM November 15,2006 Glenda Famer-Strasbaugh Register of Wills Cumberland County Courthouse One Courthouse Square Carlisle, P A 17013 o ~o -~::o ~~~~ (I)~ 00 ,-)C)--i-I ~::.)(= , ::rJ ::p-l J-'" Re: Estate of Robert J. Trace File No. 21-06-0418 Dear Ms. Strasbaugh: Enclosed are the following documents: 1. Original and one (1) copy of a Pennsylvania Inheritance Tax Return, plus a copy of the cover page of the tax return; 2. Copy of Form 706, United States Estate Tax Return; 3. A check payable to "Register of Wills, Agent" in the amount of$33,826.41 in payment of the balance of Inheritance Tax owed; 4. fees; and A check payable to your office in the amount of$15.00 in payment of your filing 5. A self-addressed, postage prepaid envelope for return mail. Please file the original Inheritance Tax Return. Please forward a copy of the Inheritance Tax Return and the Form 706 to the Pennsylvania Department of Revenue. Please return a date- stamped copy of the cover page of the tax return, along with your receipt for the Inheritance Tax payment, to my attention in the enclosed envelope. ........, <:::::0 = c::n Z c::> <:: ..T-' i:::-n C") C") =-0 \ ---I ~, ;:fj I.__.....} 0""'\ " 3: C) ."i-'"' '--:'1 '" (="5 ._ rT-l -,') .r;;- N Wyomissing Office 11105 Berkshire Boulevard, Suite 3201 Wyomissing, PA 19610 1 Telephone (610) 374-11351 Facsimile (610) 371-9510 November 15, 2006 Page 2 Please do not hesitate to call with any questions. Thank you for your assistance. Very truly yours, ~~o~ LJK: Enclosures cc: Margaret Trace Foster 459852vl