FoR� '990-PF Return of Private Foundation or Section 4947(ax1) Nonexempt Charitable Trust

Treated as a Private Foundation department of me Treasury Note The organization may be able to use a copy o/ this return to satisfy state Internal Revenue sense reporting requirements

OMB No 1545 OD52

2002 For calendar year 2002,ortax year beginning ,2002, and ends G Check all that ap I Initial return Final return Amended return Use the IRS lapel THE GENADA FOUNDATION Otherwise, p0 BOX 1084/HIGH STREET print or type DAMARISCOTTA, ME 04543-1089

See Specific Instructions

H Check type of organization X Section 501(c)(3 exempt private foundation Section 4947~a)( 1 nonexempt charitable trust Other taxable private fo

av mar e value o a assets a en o year J Accounting method N Cash (from Part fl, column t, line 16) ~ Other (specify) t C 1 (11 ~. S9R /Purl 1 ~nhrmn d mud he nn roch bco

Address

266-9860 C If exemption application is pending, check here ~ I I D 1 Foreign organizations, check here

2 Foreign organizations meeting the 85% test, check undation here and attach computation

Accrual E II private foundation status was terminated under section 507(bx1xA), check here

F If the foundation is month termination n

(a) Revenue and (b) Net investment (c) Adjusted net (d) Disbursements expenses per books income income for charitable

purposes (cash basis only)

19 . 989 I 1

951

l i Compensation of officers directors trustees, etc 14 Other employee salaries and wages

p 15 Pension plans, employee benefits M 16a Legal fees (attach schedule)

b Accounting fees (Mach sch) SEE $T 3 N 1 c Other prol fees (attach sch)

e i 17 Interest p A 18 Taxes (attach schedule) SEE STMT 4 r r 19 Depreciation (attach schedule) and depletion x v 20 Occupancy c E 21 Travel, conferences, and meetings

E 22 Printing and publications N

x 23 Other expenses (attach schedule) D P

)pe lung and administrative ,jtidd lines 13 through 23 17,230

25 Contribut ifts, grants paid. PART XV 64,145

A 124 e es and disbursements. I Y MiU;$in and 25 81,375 27 Subtrac 26 from line 12

pV nY1JNilburs merits over expenses

ML-95 618 b Nat Investment Income (if negative enter 0 )

C Adjusted nit Income (.I negative enter 0 )

BAA For Paperwork Reduction Act Notice, see the instructions. TFEA0503L 10122/02

Employer Identification number

Expenses (The total of amounts in columns b, c, and d may not neces- sarrly equal the amounts in column a ) see instructions

LantriWlions gifts prank etc received (air Sch)

Ck - Q il the found is net rep to all Sch B 2 Distributions from split interest trusts 3 Interest on savings and temporary

cash investments 4 Dividends and interest from securities Sa Gross rents

~Q .7 b (Net rental income or (loss) 7 O R fi d Net gain/Qoss) hom safe of assets not on dine 10

b Gross sales prices for an 274,584 ¢p E assets an line 6a V 7 Capital gain net income (pan Pan IV, line 2) E 8 Net short term capital gain

9 Income modifications

l0a Gross sales less returns and allowances

,~ b Less Cost of goods sold

c Gross prafiV(loss) (aft sch) V 11 Other income (attach schedule)

SEE STATEMENT i

19,989

65-6332116 Page 2 GENADA Attached uhedura and amounts in the description

alt ~~ Balance Sheets column should be for end of year amounts only End of of

1 Cash - non interest bearing 2 Savings and temporary cash investments 3 Accounts receivable

Less allowance for doubtful accounts ~ 4 Pledges receivable

Less allowance for doubtful accounts 5 Grants receivable 6 Recervables due tram officers, directors, trustees, and other

disqualified persons (attach schedule) (see instructions) 7 Other notes and loans receivable (attach sch)

Less allowance for doubtful accounts 8 Inventories for sale or use 9 Prepaid expenses and deferred charges

10a Investments - U S and slate government obligations (attach schedule)

b Investments - corporate slack (attach schedule) c Investments - corporate bonds (attach schedule)

11 Investments - land, buildings, and equipment basis Less accumulated depreciation (attach schedule)

12 Investments - mortgage loans 13 Investments - other (attach schedule} 14 Land, buildings, and equipment basis ~ 2,477 .

Less accumulated depreciation (attach schedule) SEE STMT 6 ~_ _---- 1,114

15 Other assets (describe' ) 16 Total assets (to be completed by all filers -

see instructions Also, see page 1, item I) 17 Accounts payable and accrued expenses 18 Grants payable 19 Deterred revenue 20 Loans from officers, directors, trustees, & other disqualified persons 21 Mortgages and other notes payable (attach schedule) 22 Other liabilities (describe i` )

1

23 Total liabilities add lines 17 through 22 Organizations that follow SEAS 117, check here and complete lines 24 through 26 and lines 30 and 31 .

24 Unrestricted 25 Temporarily restricted 26 Permanently restricted

Organizations that do not follow SFAS 117, check here ~ X and complete lines ZJ through 31

27 Capital stock, trust principal, or current funds 1 28 Paid in or capital surplus, or land, building, and equipment fund 29 Retained earnings, accumulated income, endowment or other funds 30 Total net assets or fund balances (see instructions) 1 31 Total liabilities and net assetsl(und balances

N F E U T N D

A 5 B S A E L T A S N C

O E R S 911

Part III Analysis of Changes m Net Assets or Fund Balances

7 Total net assets or fund balances at beginning of year - Part II, column (a), line 30 (must agree with end of year figure reported on prior year's return)

2 Enter amount from Part I, line 27a 3 Other increases not included in line 2 (itemize) ~ SEE STATEMENT - 7 4 Add lines 1, 2, and 3 5 Decreases not included in line 2 (itemize) 6 Total net assets or fund balances al end of year (line 4 minus line 5) - Part II, column (b), line 30

BAA TEenwoa ,W2102

1,506,900 . -OS 9lA

Form 990.PF (2002)

A 5 S E T S

I A B I L I T I

Book

1,136 .895 1,039 .353

1

506,900 1 1,411 .538

(c) Fair Market Value

i~

I

632,420 307 547

1

1,363

91

-6332116 Page 3

C Date acquved (C) Dale sold nanih day year) (moron day year)

VARIOUS VARIOUS VARIOUS VARIOUS

(h) Gain or (loss) (e) plus (Q minus (g)

-13,578 -30 .014

c

Dmplete onl y for assets showing gain in column (h and owned b the foundation on 12131/69 Fair Market Value Q) Adjusted basis (k) Excess of column (i) as of 12/31/69 as of 12/31/69 over column 0), if any

d e

2 Capital gain net income or (net capital loss) II gain, also enter in Part I, line 7 {I( (loss), enter 0 in Part I, line 7 } p

3 Net short-term capital gain or (loss) as defined in sections 1222(5) and (6)

N gain, also enter in Part I, line 8, column (c) (see instructions) If (loss), enter 0 in Part I, line 8 3 -43,592 .

I YaR V I 4UaIIfICa[IOII UflOBr JECLIOfl 474U(0) for KQOUCBO i ax on Net investment income (For optional use by domestic private foundations subject to the section 4940(a) tax on net investment income ) N/A

If section 4940(d)(2) applies, leave this part blank

Was the organization liable for the section 4942 tax on the distributable amount of any year in the base periods Yes E] No If 'Yes,' the organization does not qualify under section 4940(e) Do not complete this part

1 Enter the appropriate amount in each column for each year, see instructions before making any entries

(b) W Adjusted qualifying distributions Net value of

noncharitable use assets

1997

2 Total of line 1, column (d)

3 Average distribution ratio for the 5 year base period - divide the total on line 2 by 5, or by the number of years the foundation has been in existence d less than 5 years

4 Enter the net value of noncharitable use assets for 2002 from Part X, line 5

5 Multiply line 4 by line 3

6 Enter 1 % of net investment income (I% of Part I, line 27b)

7 Add lines 5 and 6

6

8 Enter qualifying distributions from Pan XII, line 4 1 8

I( line 8 is equal to or greater than line 7, check the box in Part VI, line 1 b, and complete that part using a 1 % tax rate See the Part VI instructions

BAA Form 99aPF (2002) TEEA0303L 1023102

rt iv ila iiai teams ana posses ror i ax on mvesimem income (a) List and dgscribe the kind(s) of property sold (e g , real estate, (o) no. ecuuhea

2 story brick warehouse, or common stock, 200 shares MLC Company) P - Purchase D - Dor,alion

a SEE ATTACHED P b SEE ATTACHED P c d e

(e) Gross sales price (15 Depreciation allowed (or allowable) (plus ~ expense h s of sale

a

(I) Gains (Column (h) gain minus column (k), but not less than 0 ) or Losses (from column (h))

-13 .57

-43,592

a Base period years

Calendar year (or tax year beginning in)

2001

(d) Distribution ratio

(column (b) divided by column (c))

4

65-6332116 on

263

951 .

688 88

7 Total credits and payments Add lines 6a through 6d 8 Enter any penalty for underpayment of estimated tax Check here F] if Farm 2220 is attached 9 Tai due If the total of lines 5 and 8 is more than line 7, enter amount owed 10 Overpayment If line 7 is more than the total of lines 5 and 8, enter the amount overpaid 11 Enter the amount an line 10 to he Credited to 2003 esbmated tax W 600 I Refunded

1 a During the lax year, did the organization attempt to influence any national, state, or local legislation or did it Yes No participate or intervene in any political campaigns l a l X

b Did it spend mare than $100 during the year (either directly or indirectly) far political purposes (see instructions tar definition) 1 b X

1/ (he answer is 'Yes' to 1a or 16, attach a detailed description o/ the activities and copies of any materials published or distributed by the organization m connection with the activities

X

X 9 Is the organization claiming sfzNs as a private operating foundation within the meaning of section 4942Qx3) or 4942Qx5) for calendar year 2002 or

the taxable year beginning in 2002 (see instructions for Part %11)7 If 'Yes,' complete Part XIV 10 Did any persons become substantial contributors during the tax year

TEEA03071 1023/02

1 a Exempt operating foundations described in section 4940(dx1), check here ~ u and enter 'N/A' on line I Date of ruling fetter (attach copy of ruling letter if necessary - see instructions)

b Domestic organizations that meet the section 4940(e) requirements in Part V, check here ii~ Fland enter 1 % of Part I, line 27b

c All other domestic organizations enter 2% of line 27b Exempt foreign organizations enter 4% of Part I, line 12, column (h) 2 Tax under section 511 (domestic section 4947(a)(1) trusts and taxable foundations only Others enter 0 ) 3 Add lines 1 and 2 4 Subtitle A (income) tax (domestic section 4947(a)(1) trusts and taxable foundations only Others enter 0-) 5 Tax based on investment income . Subtract line 4 from line 3 If zero or less, enter -0 6 Credits/Payments a 2002 estimated tax pmts and 2001 overpayment credited to 2002 b Exempt foreign organizations - tax withheld at source c Tan paid with application for extension of time to file (Form 8868) d Backup withholding erroneously withheld

263

c Did the organization file Form 1120-POL for this year d Enter the amount (if any) of tax on political expenditures (section 4955) imposed during the year

(1) On the organization ii~ $ 0 . (2) On organization managers ~ $ e Enter the reimbursement (if any) paid by the organization during the year for political expenditure tax imposed on organization managers ' $ 0

2 Has the organization engaged in any activities that have not previously been reported to the IRS If 'Yes,'affach a detailed description of the activities

3 Has the organization made any changes, not previously reported to the IRS, in its governing instrument, articles of incorporation, or bylaws, or other similar instruments? If 'Yes,' attach a conformed copy of the changes

4a Did the organization have unrelated business gross income of $1,000 or more during the year b If 'Yes,' has it filed a tax return on Form 990-T for this year

5 Was there a liquidation, terminabon, dissolution, or su6stan6al contraction during the year 11 'Yes,' attach the statement required by General Instruction T

6 Are the requirements of section 508(e) (relating to sections 4941 through 4945) satisfied either " By language in the governing instrument or

" By slate legislation that effectively amends the governing instrument so that no mandatory directions that conflict with the sate law remain in the governing instrument7

7 Did the organization have al least E5,0[q in assets al any time during the years If 'Yes,' complete Part fl, column (c), and Part XV 8a Enter the states to which the foundation reports or with which it is registered (see instructions)

MAINE ----- b II the answer is Yes' to line 7, has the organization furnished a copy of Form 990 PF m the Attorney General

(or designate) of each state as required by General Instruction G7 If 'No,' attach explanation

X

61 X

11 'Yes,' attach a schedule lshng then names and addresses 11 Did the organization comply with the public inspection requirements for its annual returns and exemption applications 11 X

Web site address w N/A 12 The books are in care of " DRUSILA SANFORD _ _ _---_ _ _ _ _ _ _ _ _ _ _ Telephone no

Located at w PO BOX 1084, DAMARISCOTTA ME ZIP+4 . 09543=1084 13 Section 4947(a)(1) nonexempt charitable trusts tiling Form 990 PF in lieu of Form 1041 - Check here N/A ~

and enter the amount of tax exempt interest received or accrued during the year wl 13 ~ N/A BAA Form 990-PF (2002)

332116

b If any answer is 'Yes' to 5a(l) (5), did any of the transactions fail to qualify under the exceptions described in Regulations section 53 4945 or in a current notice regarding disaster assistance (see instructions) Organizations relying on a current notice regarding disaster assistance check here

c If the answer is 'Yes' to question 5a(4), does the organization claim exemption from the tax because It maintained expenditure responsibility for the grants N/A [] Yes a No II Yes,' attach the statement required by Regulations section 53 4945 5(d)

6a Did the organization, during the year, receive any funds, directly or indirectly, to pay premiums on a personal beheld contracts Yes FX1No

b Did the organization, during the year, pay premiums, directly or indirectly, on a personal benefit contract? 1/ you answered 'Yes' lo 6b, also file 8870

X

BAA Form 990-PF (2002) reenoaasL iaiz3ioz

File Forth 4720 d any item is checked m the 'es' column, unless an exception applies 1 a During the year did the organization (either directly or indirectly)

(1) Engage in the sale or exchange, or leasing of property with a disqualified persons Yes [g] No

(2) Borrow money from, lend money to, or otherwise extend credit to (or accept it from) a disqualified persons Yes X No

(3) Furnish goods, services, or facilities to (or accept them from) a disqualified persons Yes XNo (4) Pay compensation to, or pay or reimburse the expenses of, a disqualified persons Yes X No

(5) Transfer any income or assets to a disqualified person (or make any of either available for the benefit or use of a disqualified person) n Yes X No

(6) Agree to pay money or property to a government officials (Exception . Check 'No' d the organization agreed to make a grant to or to employ the official for a period after termination of government service, if terminating within 90 days ) 11 Yes X No

b If any answer is 'Yes' to I a(1) (6), did any of the acts fail to q uali fy under the exceptions described in Regulations section 53 4941(d) 3 or in a current notice regarding disaster assistance (see instructions)? Organizations relying on a current notice regarding disaster assistance check here

c Did the organization engage in a prior year in any of the acts described in la, other than excepted acts, that were not corrected before the first day of the tax year beginning in 2002

2 Taxes on failure to distribute income (section 4942) (does not apply for years the organization was a private operating foundation defined in section 4942Q)(3) or 4942Q)(5))

a At the end of tax year 2002, did the organization have any undistributed income (lines 6d and 6e, Part XIII) for tax year(s) beginning before 2002 ~ Yes X No If 'Yes,' list the years li` 20 , 20 , 19 , 79

b Are there any years listed in 2a for which the organization is not applying the provisions of section 4942(a)(2) (relating to incorrect valuation of assets) to the year's undistributed incomes (If applying section 4942(a)(2) to all years listed, answer 'No' and attach statement - see instructions )

c If the provisions of section 4942(a)(2) are being applied to any of the years listed in 2a, list the years here X20 ,20 ,19 ,19

3a Did the organization hold more than a 2% direct or indirect interest in any business enterprise at any lime during the years 11 Yes M No

b if 'Yes ; did it have excess business holdings in 2002 as a result of (1) any purchase by the organization or disqualified persons after May 26, 1969, (2) the lapse of the 5 year period (or longer period approved by the Commissioner under section 4943(c)(~ ) to dis ose of holdings~ acqurted by gitt or bequest, or (3) the lapse of the 10 , 15 , or 20 year first phase hoPding periods (Use Schedule C, Form 4720, to determine if the organization had excess business holdings in 2002)

4a Did the organization invest during the year any amount in a manner that would jeopardize its charitable purposes

b Did the organization make any investment in a prior year (but after December 31, 1969) that could jeopardize its charitable purpose that had not been removed from jeopardy before the first day of the tax year beginning in 2002

Sa During the year did the organization pay or incur any amount to (1) Carry on propaganda, or otherwise attempt to influence legislation (section 4945(e))? E] Yes RX No

(2) Influence the outcome of any specific public election (see section 4955), or to carry on, directly or indirectly, any voter registration drive? 8 Yes Xe No

(~ Provide a grant to an individual for travel, study, or other similar purposes Yes X No

(4) Provide a grant to an organization other than a charitable, etc, organization described in section 509(a)(1), (2), or (3), or section 4940(d)(2)? ~ Yes X No

(5) Provide for any purpose other than religious, charitable, scientific, literary, or educational purposes, or for the prevention of cruelty to children or animals E]Yes X No

No

A

6

------------------------

(b) Title and average (c) Compensation (d) Contributions to (e) Expense account, hours per week employee benefit other allowances

devoted to position plans and deferred

------------------------

enter'None

-------------------------------------

-------------------------------------

-------------------------------------

-------------------------------------

Part IX-A Summary of Direct Charitable Activities

List the foundation's lour taryest direct charitable activities during the tax year Include relevant statistical information such as the number of organizations and other benefinaries served, conferences convened, research papers produced, etc Expenses

1 N/A ------------------------------------------------------

2 ------------------------------------------------------

3

------------------------------------------------------

4

------------------------------------------------------

BAA TEEn0306L ,0n3ro2

and 1 List all officers, directors, trustees, foundation managers and their compensation see instructions ) .

(b) Title and average (c) Compensation (d) Contributions to (e) Expense account, (a) Name and address hours per week (If not paid, enter -0-) employee benefit other allowances

devoted to position plans and deferred

------------------------ 0 .

------------------------

------------------------

(a) Name and address of each employee paid more khan $50,000

------------------------

------------------------

------------------------

------------------------

NONE ----------------------------

Form 990-PF (2002) THE GENADA FOUNDATION 65-6332116 Page 7

Part IX-B Summary of Program-Related Investments see instructions)

Describe the two largest program related investments made b the foundation during the lax ear on lines 1 and 2 Amount 1 N/A

------------------------------------------------------

2

------------------------------------------------------

All other program related investments See instructions 3

------------------------------------------------------

Total Add lines 1 through 3 '0

Pall X Minimum Investment Return (All domestic foundations must complete this part Foreign foundations, see instructions )

1 Fair market value of assets not used (or held for use) directly in carrying out charitable, etc, purposes a Average monthly fair market value of securities b Average of monthly cash balances c Fair market value of all other assets (see instructions) d Total (add lines la, b and c) e Reduction claimed for blockage or other factors reported on lines la and lc (attach detailed explanation) I 1 e

2 Acquisition indebtedness applicable to line 1 assets 3 Subtract line 2 from line Id 4 Cash deemed held for charitable activities Enter 1 1/2% of line 3 (for greater amount, see instructions) 5 Net value of nonchantablause assets . Subtract line 4 from line 3 Enter here and on Part V, line 4

lc 1,611 td 1,144,100

2 0 3 1,149,100 4 17 , 162 5 1,126 938 6 56,397

foundations and certain Dlstributable Amount (see instructions) (Section 4942Q)(3) and Q)(5) private fnruinn nr iv~finnc ~hn~4 6nrn t

1 Minimum investment return from Part X, line 6 2a Tax on investment income for 2002 from Part VI, line 5 2a b Income tax for 2002 (this does not include the tax from Part VI ) 2b c Add lines 2a and 26

3 Distributable amount before adjustments Subtract line 2c from line 1 4a Recoveries of amounts treated as qualifying distributions 4a b Income distributions from section 4947(a)(2) trusts 46 c Add lines 4a and 4b

5 Add lines 3 and 4c 6 Deduction from dislribulable amount (see instructions) 7 Distnbutable amount as adjusted Subtract line 6 from line 5 Enter here and on Part XIII . line 1

56,089

56,084

64,145 .

64,145

Part XII Qualifying Distributions (see instructions)

5 Organizations that qualify under section 4940(e) for the reduced rate of tax on net investment income Enter 1 % of Part I, line 27b (see instructions)

6 Adjusted qualifying distributions Subtract line 5 from line 4

TEEA0307L 1023,02

1 Amounts paid (including administrative expenses) to accomplish charitable, etc, purposes a Expenses, contributions, gifts, etc - total from Part I, column (d), line 26 b Program related investments - Total from Part IX B

2 Amounts paid to acquire assets used (or held for use) directly in carrying out charitable, etc, purposes

3 Amounts set aside for specific charitable projects that satisfy the a Suitability test (prior IRS approval required)

I b Cash distribution lest (attach the required schedule)

4 Qualifying distributions Add lines la through 3b Enter here and on Part V, line 8, and Part XIII, line 4

Note The amount on line 6 will be used in Part V, column (b), m subsequent years when calculating whether the foundation qualifies for the section 4940(e) reduction o/ tax in those years

BI1A Form 990.PF (2002)

Form 990-PF (2002) THE GENADA FOUNDATION 65-6332116 Page 8

Part XIII Undistributed Income (see instructions)

tb) Corpus Years prior to 2001 2 I 2 2 I 0~0 I Od0

0 .

Form 990-PF (2002)

TEEP-0308L 11/12102

1 Distributable amount for 2002 from Part X1, line 7

2 Undistributed income, if any, as of the end of 2001 a Enter amount for 2001 only b Total for prior years 20_, 19 , 19

3 Excess distributions carryover, d any, l0 2002 a From 1997 b From 1998 c From 1999 d From 2000 18,462 e From 2001 7, 906 f Total of lines 3a through e 26

4 Qualifying distributions for 2002 from Part X11, line 4 ii~ $ 64,145

a Applied to 2001, but not more than line 2a

b Applied to undistributed income of prior years (Election required - see instructions)

c Treated as distributions out of corpus (Election required - see instructions) 0

d Applied to 2002 distributable amount e Remaining amount distributed out of corpus 8 , 061

5 Excess distributions carryover applied to 2002 0 (If an amount appears in column (d) , the same amount must be shown in column (a) )

6 Enter the net total of each column as indicated below

a Corpus Add lines 3t, 4c, and 4e Subtract line 5

b Prior years' undistributed income Subtract line 4b from line 2b

c Enter the amount of prior years' undistribul ed income for which a notice of deficiency has been issued, or on which the section 4942(a) tax has been previously assessed

d Subtract line 6c from line 6b Taxable amount - see instructions

e Undistributed income for 2001 Subtract line 4a from line 2a Taxable amount - see instructions

( Undistributed income for 2002 Subtract lines 4d and 5 from line 1 This amount must be distributed in 2003

7 Amounts treated as distributions out of corpus to satisfy requirements imposed by section 170(6)(1)(E) or 4942(8)(3) (see instructions)

8 Excess distributions carryover from 1997 not applied on line 5 or line 7 (see instructions)

9 Excess distributions carryover to 2003 Subtract lines 7 and 8 from line 6a

10 Analysis of line 9 a Excess from 1998 b Excess from 1999 c Excess from 2000 18 , 462 . d Excess from 2001 7 , 906 e Excess from 2002 8,061

BAA

d Any restrictions or limitations on awards, such as by geographical areas, charitable fields, kinds of institutions, or other factors

BAA TEEao3om 10123102 Form 99o-PF (2002)

Form 990.PF (2002 THE GENADA FOUNDATION 65-6332116 Part XIV Pnvate.0 eratin Foundations see instructions and Part VII A, question 9)

1 a If the foundation has received a ruling or determination letter that it is a private operating foundation, and the ruling is effective for 2002, enter the dale of the ruling

b Check box to indicate whether the organization is a private operating foundation described in section 49420)(3) or 2a Enter the lesser of the adjusted net Tax ear Prior 3 ears

income from Part 1 or the minimum (a 2002 (b 2001 c 2000 d 1999 investment return from Part X for each year listed

b 85% of line 2a c Qualifying distributions from Part XII,

line 4 for each year listed d Amounts included in line 2c not used directly

for active conduct of exempt adrvibes e QualiNing distributions made directly

for acirve conduct of exempt activities Subtract line 2d from line 2c

3 Complete 3a, b, or c for the alternative test relied upon

a'ASSets' alternative test - enter (1) Value of all assets (2) Value of assets qualifying under

section 49420)(3)(8)(i) to 'Endowment' alternative test - Enter 2/3 of

minimum investment return shown in Part X, line 6 for each year listed

c 'Support' alternative test - enter (1) Total support other than gross

investment income (interest, dividends, rents, payments on securities loans (section 512(a)(5)), or royalties)

(2) Support from general public and 5 or more exempt organizations as provided m section 4942U)(3XBxii)

(3) Largest amount of support from an exempt organization

(4) Gross investment income

1 Information Regarding Foundation Managers .

a List any managers of the foundation who have contributed more than 2% of the total contributions received by the foundation before the close of any tax year (but only if they have contributed more than $5,000) (See section 507(d)(2) ) NONE

b List any managers of the foundation who own 10% or more of the stock of a corporation (or an equally large portion of the ownership of a partnership or other entity) of which the foundation has a 10% or greater interest NONE

2 Information Regarding Contribution, Grant, Gift, Loan, Scholarship, etc, Programs Check here OF] if the organization only makes contributions to preselected charitable organizations and does not accept unsolicited requests for funds If the organization makes gifts, grants, etc, (see instructions) to individuals or organizations under other conditions, complete items 2a, b, c, and d

a me name, address, and telephone number of the person to whom applications should be addressed APPLICATION PROCEDURE NOT USED/GRANTEES CHOSEN BY THE TRUSTEES IN ACCORDANCE WITH THE TRUST INSTRUMENT/SEE ATTACHED TRUST ABSTRACT AND STATEMENT OF PURPOSE INCLUDED WITH FORM 1023

b The form in which applications should be submitted and information and materials they should include NONE/NO APPLICATION REQUIRED

c Any submission deadlines

65-6332116 Page 70

BAA TEEA0310L 1023/02 Form 990-PF (2002)

Form 990 PF (2002) THE GENADA FOUNDATION 65-6332116 Page 11

Part XVI-A Analysis of Income-Producing Activities

141 951 b c

Line No I Explain below how each activity for which income is reported in column (e) of Part XVI A contributed importantly to the ~ accomplishment of the organization's exempt purposes (other than by providing funds for such purposes) (See instructions )

BAA Form 99aPF (2002) TEeno501L 01123ro3

Enter gross amounts unless otherwise indicated

1 Program service revenue a b c d e f g Fees and contracts from government agencies

2 Membership dues and assessments 3 Interest an savings and temporary cash investments 4 Dividends and interest from securities 5 Net rental income or (loss) from real estate a Debt financed property b Not debt financed property

6 Net rental income or (loss) from personal property 7 Other investment income 8 Gain or (loss) (mm ales of assets other than inventory 9 Net income or (loss) from special events 10 Gross profit or (loss) from sales of inventory 11 Other revenue

Unrelated business income Excluded by section 512, 513, or SN (a)

Business Amount 6clu Amount Related or exempt code sion function income

code (see mstruc6ons~ I )

181 -43,592 .

e 12 Subtotal Add columns (b), (d), and (e) -14,243 13 Total . Add line 12, columns (b), (d), and (e) 13 -14,243 (See worksheet in the instructions for line 13 to verity calculations )

Part XVI-B Relationship of Activities to the Accomplishment of Exempt Purposes

Form 990-PF (2002) THE GENADA 12

X

d If the answer to any of the above is 'Yes .' complete the following schedule Column (b) should always show the fair market value of the goods, other assets, of services given by the repoRing organization If the organization received less than fair market value in any transaction or sharing arrangement, show in column (d) the value of the goods, other assets, or services received

0 Line no (b) Amount involved (c) Name of nonchantable exemol omanrza6on (d) Descnolion of transfers. transactions. and sharing arranoeme

Yes XONo

ff/jr/7 I I ii, _~ of officer or trustee

519 Prepare s Here paid siqnalure Pro- parers USB Frtmsname ~yo s set e

reSS aI ZIP e Only Ed a AUGUSTA, ME 04332-1071

BAA

Transfers To and Transactions and Relationships With Noncharitable

1 Did the organization directly or indirectly engage in any of the following with any other organization described in section 501(c) of the Code (other than section 501(c)(3) organizations) or in section 527, relating to political organizalions7

a Transfers from the reporting organization to a nonchantable exempt organization of

1a (1) Cash

(2) Other assets 1 a

b Other Transactions

(1) Sales of assets to a nonchantable exempt organization 1 6

(2) Purchases of assets from a nonchantable exempt organization 1 b

(3) Rental of facilities, equipment, or other assets 16

(4) Reimbursement arrangements 16

(5) Loans or loan guarantees 1 b

(6) Performance of services or membership or fundraising solicitations 1 b

c Sharing of facilities, equipment, mailing lists, other assets, or paid employees 1 c

X

X

2a Is the organization directly or indirectly affiliated with, or related to, one or more tax-exempt organizations described in section 501(c) of the Code (other than section 501(c)(3)) or in section 527

b If 'Yes .' comolele the lollowina schedule

N/A

declare that I nave ed Ores return i ualiGp.o1^Gparor Iher n IaaoaYer or

12002 THE GENADA FOUNDATION 65-6332116 1

PUBLICLY TRADED SECURITIES

(A) (B) NET (C) (D) EXPENSES INVESTMENT ADJUSTED CHARITABLE PER BOOKS INCOME NET INCOME PURPOSES

$ 1 480 TOTAL 1,980 ~--O . ~-0 -~-0

STATEMENT 4 FORM 990-PF, PART I, LINE 18 TAXES

(A) (B) NET (C) (D) EXPENSES INVESTMENT ADJUSTED CHARITABLE PER BOOKS INCOME NET INCOME PURPOSES

FEDERAL EXCISE $ 951 . $ 951 . FOREIGN TAXES 13 13

TOTAL ~9 964 $ 0

FEDERAL STATEMENTS PAGE 1

STATEMENTI FORM 990-PF, PART 1, LINE 6 NET GAIN (LOSS) FROM NONINVENTORY SALES

GROSS SALES PRICE COST OR OTHER BASIS

STATEMENT 2 FORM 990-PF, PART I, LINE 11 OTHER INCOME

IRS REFUND

STATEMENTS FORM 990-PF, PART 1, LINE 16B ACCOUNTING FEES

274,584 318,176

TOTAL GAIN (LOSS) PUBLICLY TRADED SECURITIES -93,592 .

TOTAL NET GAIN (LOSS) FROM NONINVENTORY SALES -93, 92

$ 951 TOTAL 95

THE GENADA FOUNDATION 65-6332116 1

(A) (B) NET (C) (D) EXPENSES INVESTMENT ADJUSTED CHARITABLE PER BOOKS INCOME NET INCOME PURPOSES

$ 2,566 $ 2,566 . 10,225 . 10,225 1 500 1 500

TOTAL 14,291 14,291

CUSTODY FEES MANAGEMENT FEES-U S TRUST TRUSTEE EXPENSES

STATEMENT? FORM 990-PF, PART III, LINE 3 OTHER INCREASES

ADJUSTMENT TO ENDING FUND BALANCE $ 256 . TOTAL 25

TITLE AND CONTRI- EXPENSE AVERAGE HOURS COMPEN- BUTION TO ACCOUNT/

NAME AND ADDRESS PER WEEK DEVOTED SATION EBP & DC OTHER ROBERT C SANFORD TRUSTEE $ 0 $ 0 . $ 0 PO BOX 1084/HIGH ST 1 .5 DAMARISCOTTA, ME 09593-1089

DRUSILLA SANFORD TRUSTEE P .O . BOX 1084/HIGH ST NONE DAMARISCOTTA, ME 04593

TOTAL

02

STATEMENTS FORM 990-PF, PART I, LINE 23 OTHER EXPENSES

FEDERAL STATEMENTS PAGE 21

STATEMENT 6 FORM 990-PF, PART II, LINE 14 LAND, BUILDINGS, AND EQUIPMENT

ACCUM BOOK FAIR MARKET CATEGORY BASIS DEPREC VALUE VALUE

AUTO /TRANSPORTATION EQUIP . $ 0 $ 0 $ 0 $ 1,363 . MACHINERY AND EQUIPMENT 2 477 1 114 0

TOTAL 2,477 1,119 . 1,363 1,3 3 .

STATEMENT 8 FORM 990-PF, PART VIII, LINE 1 LIST OF OFFICERS, DIRECTORS, TRUSTEES, AND KEY EMPLOYEES

0 0 0

FEDERAL STATEMENTS PAGE 3

65-6332116 THE GENADA FOUNDATION

STATEMENT 9 FORM 990-PF, PART XV, LINE 3A RECIPIENT PAID DURING THE YEAR

FOUND-DONEE ATION PURPOSE OF

NAME AND ADDRESS RELATIONSHIP STATUS GRANT AMOUNT LUPUS FOUNDATION NONE NONE DONATION $ 700 75 NE 6TH AVE, SUITE 223 DELRAY BEACH, FL 33983

ST PAUL'S CHURCH NONE NONE DONATION 1,000

CHURCH OF HEAVENLY REST NONE NONE DONATION 1,000 91ST AND 5TH AVE NEW YORK, NY 10012

LINCOLN ACADEMY NONE NONE DONATION 25,000 P 0 BOX 3 NEWCASTLE, ME 04553

FIREFIGHTERS' CHARITABLE FOUN NONE NONE DONATION 100 P 0 BOX 15227 WEST PALM BEACH, FL 33416

AMERICAN BALLET THEATER NONE NONE DONATION 250 . 890 BROADWAY NEW YORK, NY 10003

MACULAR DEGENERATION NONE NONE DONATION 1,000 . 15825 SHADY GROVE RD SUITE 14 ROCKVILLE, MD 20850

CLC YMCA NONE NONE DONATION 2,140 P.O . BOX 787 DAMARISCOTTA, ME 04543

LUCY FOUNDATION NONE NONE DONATION 1,350 15 ELM PLACE RYE, NY 10580

LINCOLN COUNTY COMM THEATER NONE NONE DONATION 10,000 P .0 BOX 237 DAMARISCOTTA, ME 04593

MILES HEALTH CARE NONE NONE DONATION 20,000 . 42 BELVEDERE ROAD DAMARISCOTTA, ME 04543

OLD SCHOOL SQUARE NONE NONE DONATION 1,000 . 51 N . SWINTON AVE DELRAY BEACH, FL 33983

i CHRIS EVERET CHARITIES NONE NONE DONATION 605 525 PLYMOUTH ROAD, SUITE 317 PLYMOUTH MEETING, PA 19462

TOTAL 64,195

ShorCtei w ti ansactions

This category includes all assets held 12 months or less

Acquisition Gross proceeds less

Description Units Sale dale Date commissions laz cost Net gam or loss

610MET INC 900 04/29/02 05/16/01 $23,76630 $26,49000 I-2,727 70

IYCOINTLLFDNEW 700 04/29/02 05/16/01 55,74482 E16,59900 5-10,85418

Total short germ gain/loss Report on farm 1040, Schedule D, line I, Column d, e and f E29,511 12 547,08900 $-13,577 88

Long term transactions

This category includes all assets held more than 12 months

Acquisition Gross proceeds less

Description Units Sale date Date commissions Tax cost Net gain or loss

CONCORD !:FS INC ~ 400 03/07/02 0926100 513,003 80 S6,41250 S6,591 30

\vqLMART STORES INC 200 03/07/02 04/06/00 512,27981 $12,01000 E26981

fEDERALHOME LNFITGVTCOMMON 400 04/29/02 01/04/01 $25,91921 $24,12000 EI,S1921

TYCO INTL LTD NEW 500 04/29/02 01/04/01 $9,574 71 $28,712 50 $-19,177 79

CONCORD EFSINC 700 06/06/02 09/26/00 521,63634 511,22187 $10,41447

EL PASO CORP 492 06/06!02 08/02/00 $1 1,409 17 $23,89500 5-12,435 87

MERCK AND CO INC 100 06/06/02 08/02/00 $15,896 52 $22,421 25 E 5 524 73

MERCK ANnCOINC 200 06/06/02 09/26/00 510,59768 S14,347 50 53,74982

WALMART STORES INC 200 06106/02 04/06/00 $10,90167 $12,01000 51,10837

2002 Tax liuormation Account Number 75001372

U.S.TRLI ST RF TTES THE GENADA FEIN CSl' 1'aBe

Proceeds From Broker Trnnsaclions - - " - - -_ ---

This section reports your proceeds from sales during the year - "- - -

We report all transactions on e trade-date basis, which is the date shown m the sale date column Tfie uet proceeds are less commissions, transfer charges, and premmms We are not required to nor do we report gams or losses on these sales to the Internal Revenue Service _ - ' - - - - - ' _ -

Unless instructed otherwise, all appropriate adjustments, including amortization of premium paid for the acquisition of municipal bonds, leave been made to the tax costs The only exceptions are any non-taxable dividends for 2002

2002 Tax 1�.ormation Acco unt Number 75001372

U.S.TRUST HF TTES THE GENADA FDN CSY Page 5

Long term transactions -- _ . - = - - ---~- - - - - - -- - _ _-

Thus category includes all assets held more than 12 month- s - '---- " `"- ' - -- - - " ---- -' ---- - ----- - _-- ' - - --

- - - - - - Acquisnion Gioss proceeds less Description Units-- Sale date _ . -Date __-commissions - _ Tax cost- _ Net gain or loss

06/14102 ----, 04106(00_ 1239__ _.5000_ _5239_ AGERL SYS INC CL A FRAC SHARE_ ~ -- -~ -~ _ _ - ------ - - ~ -~ - - -- --_-~ - -

AGERE SYS INC CL B FRAC SHARE O6/19/02 - 04106%00 - --- -- 51 7J _ - $0 00 - $1 73

TRAVELERS PPTY CAS CORD NEW CL A FRAC SHARE 09/19102 04/Ofi/00 - E12 27 $0 00 E12 27

TRAVELERS PPTY CAS CORP NEW CL B PRAC SHARE 0983/02 -- 04/0600 - - S2 06 $000 $2. 06

FEDERAL HOME LNBKS 50000 II/15/02 10/25/01 $50,00000 $50,00000 $0U0

TRAVELERS PPT1i CAS CORP NEW CL A 28 111151)32 04106i00 S39030 $605 36 S215 06

TRAVELERS PPTY CAS CORD NEW CL B 59 11/15/02 04/06/00 $828 33 $1,775 JI E-54698

AGERE SYS INC CL A 4 12/16/02 04/06/00 $5 04 $175 84 $-17080

AGERE SVS INC CL A 1 12/16102 04/14/00 $1 26 $78 27 S-3701

ACERE SYS INC CL A 5 12/16102 0926/00 $630 silo 10 - $-107 80

AGCRCSYSINCCLB 1 12/16/02 04/06/00 EI-25 $64 12 S-6287

AGERE SYS INC CL 0 105 12/16/02 04/0600 S1 7 1 24 $4,987 12 3 4 855 88

AGEREStSINCCLB 26 12/16/02 04/14/00 53250 $1 .075 27 S-I04277

AGERE SS'S WC CL D 132 12/16/02 0986/00 $164 99 57,140 16 E-2 975 17

BLOCK (H & R) INC 600 12 /1 6/02 10126/01 $23,48929 $20,41200 $3,077 29

CONCORD EfS INC 500 12116/02 09/26/00 $7,99475 18,015 63 $-2088

FOREST LABS INC 100 12/ 16 /02 10/26/01 $9,735 70 $7,47500 $2,260 70

PEPSICOINC 500 12/16/02 09/26/00 521,07436 S22,462 50 $ 1,42814

fowl long term gam/loss Report on Foi m 1040, Schedule D, line 8, Column d, c, and C $245,672 63 S275,08730 S 30,01467

Total nelproceeds $274,58375

The present and future activities of the Foundation are as follows The Foundation was created on March 23-, 2000. The trustees of the Foundation, R Carleton Sanford and Drusilla F . Sanford, have spent approximately 100% of their time which has been devoted to the Foundation doing research into the activities of various 501(c)(3) charitable organizations which currently conduct activities related to the charitable purposes of the Foundation, as described m the goals of the Foundation asset forth m the Genada Foundation Trust Agreement This research has been, and will continue to be conducted to a manner designated to evaluate the scope and quality of the services rendered by the various 501(c)(3) organizations providing such services The Trustees have been compensated for their research It is anticipated that the Foundation will reimburse the Trustees for their out-of-pocket expenses m pursuit of said research and in actually visiting any such charities and attending their meetings when deemed necessary, although no such travel nor attendance at meetings has yet occurred nor have any been scheduled The Trustees will continue to conduct research m the areas described above and will screen various 501(c)(3) organizations to determine a priority list for future distributions . None of the funds contributed to the Foundation �rill be expended for any costs related to the aforesaid research prior to the formation of the Foundation The Foundation does not anticipate providing scholarships directly to individuals If the Foundation in the future provides scholarships, then it is anticipated that any such scholarships provided by the Foundation will be made through other 501(c)(3) organizations, and the responsibility for administrating the scholarship program will be the responsibility of the Foundation and/or other 501(c)(3) organization No organization will be considered for a scholarship or other distribution unless it is qualified as a 501(c)(3) organization even though it may provide quality services in the areas described There will be no charges or fees imposed against any scholarship or distribution, and it is not anticipated that the other orearuzation will bear the cost of any expenses related to any such grant or distribution The selection of any educational institution or other particular 501(c)(3) organization as a recipient of funds from the Foundation will be based on a vote of the Trustees if there is more than one Trustee then serving It is anticipated that the Foundation will begin making distributions is accordance with its terms sometime late m 2000 As set forth m the Statement of Revenues and Expenses attached to the application, it is anticipated that approxanately$100.000.00 will be distributed m the year 2000, and at least 5% of the value of the Foundation assets in each of the years 2001 and 2002 It is estimated that the Foundation will earn a total return on the Foundation's assets of 7% in each of the years ?001 and 2002 The Foundation has not and will not produce any pamphlets, brochures, newspaper articles, newsletters or any other public relations materials of a

ATTACHMENT Form 1023 . Part 11, Line I

The ("Genada Foundation") will be funded with $2,000,000 by December 31, 2000 It is anticipated that the Foundation may be funded with additional amounts m the year 2001 and m each succeeding year thereafter by its founder, Genevieve Robertson Additionally, it is anticipated that additional contributions may be made to the Foundation upon the death of Genevieve Robertson from her estate

The Foundation will not solicit contributions from any other person or entity Although not currently anticipated, the Foundation may accept unsolicited contributions in the future from other parties who become aware of the Foundation's charitable gifting activities.

N %IMFi\2osfl;-RFortn 1023 An ,pd

ATTACHMENT (Continued) Form 1023 . Part II . Line 1

similar nature The Foundation has not entered into any written leases, contracts, or agreements of any nature The Foundation has not entered into any type of verbal agreement or any proposed contracts or agreements. There are no present or proposed salaried employees or other persons receiving any type of compensation from the Foundation except the trustees . The trustees will receive $25,000 each per year This amount is reasonable and commensurate with the duties and working hours associated with such employment and with the compensation ordinarily paid persons with'similar positions and dunes. Although it is not anticipated that any other individuals other than the trustees will receive salaries, wages, or fringe benefits or other forms of compensation, it is possible that compensation will be paid to or provided to employees of the Foundation in the near future If any such salaries, wages, fringe benefits or other forms of compensation are paid to employees or other trustees, it will not exceed a value which is reasonable and commensurate with the duties and working hours associated with such employment and with the compensation ordinarily paid persons with similar positions or dunes Any such compensation shall not be excessive and shall be reasonable and necessary to carry out the exempt purposes of the Foundation

Currently the Foundation intends to aid 501(c)(3) organizations which are described as (1) organizations which provide educational benefits through scholarships, (2) organizations which provide funding to educational institutions for construction and/or fellowship and related grants, (3) organizations that provide benefits to the young through organizations devoted to this purpose, (4) organizations that provided medical benefits and rehabilitative services to the young and to the elderly, (5) organizations that provide care to animals anywhere m the United States, and (6) organizations that are public charities to be held as an endowment or to a community foundation to be administered as a donor advised fund or supporting agency .

The, Trustees will maintain records to show the particular 501(c)(3) organizations which have received funds from the Foundation, the circumstances of each distribution, the name of the recipient of any such aid, and the recipient's relationship, if any, to the Foundation However, it is not anticipated that any recipient of funds from the Foundation will have any form of relationship with the Foundation, or to any Trustee of the Foundation, other than the possibility that a Trustee may serve as Board Member and/or Trustee of one or more of such supported organizations

the "other expenses" listed on Line 27 m Pan IV of Form 1023 for the year 2000, 2001, and 2002 are for estimated accounting, legal, and miscellaneous fees associated with the establishment and maintenance of the Foundation

THE GENADA FOUNDATION

This Trust Agreement is executed this 2,7~r4 day of , 2000, by and

between GENEVIEVE S ROBERTSON, as Settlor, and R. CARLETON SANFORD and

DRUSILLA F SANFORD as Co-Trustees (collectively known as "Trustees" and separately as

"Trustee") . The Trust established under this Agreement shall be referred to as THE GENADA

FOUNDATION

ARTICLE I

T'he term "trust fund" as used herein shall mean the property received by the Trustees

of this Trust and any other property acceptable to the Trustees that may be added to this Trust from

any source together with any income earned on said property. Title to the trust fund may be taken

and held m the name of the Trust above or such other name or nominee as the Trustees may

designate The Trust shall continue forever unless the Trustees terminate it and distribute all of the

principal and income, which action may be taken by the Trustees m the Trustees' discretion at any

time On such termination, the trust fund shall be distributed for one or more exempt purposes

described within Section 501(c)(3) of the Internal Revenue Code of 1986, as amended or the

corresponding section of any future tax code (the "Code"), or shall be distributed to the Federal

government, or to a state or local government, for a public purpose, provided, however, such

distribution of principal and income shall be distributed to one or more organizations described in

Sections 170(c), 2055(a) and 2522(a) of the Code, as the Trustees shall select in the Trustees' sole

discretion

ARTICLE II

(A) During the term of this Trust, the principal and income of all property received

and accepted by the Trustees to be administered under this Trust shall be held in Trust by the

Trustees, and the Trustees may make payments or distributions from income or principal, or both,

to or for the use of such charitable organizations, within the meaning of that term as defined in

Paragraph (B), below, in such amounts and for such charitable purposes of the Trust as the Trustees

3

shall, from time to time, select and detemune, and the Trustees may make payments or distributions

from income or principal, or both, directly for such charitable purposes, within the meaning of that

term as defined m Paragraph (C), below, in such amounts as the Trustees shall, from time to time,

select and determine without paying such amount directly to any other charitable organization The

Trustees may also make payments or distributions of all or any part of the income or principal to

states, territories, or possessions of the United States, any political subdivision of any of the

foregoing, or to the United States or the District of Columbia but only for charitable purposes within

the meaning of that tear as defined in Paragraph (C), below Income or principal derived from

contributions by corporations shall be distributed by the Trustees for use solely within the United

States or'iu possessions No part of the net earnings of this Trust shall inure or be payable to or for

the benefit of any private (non charitable) shareholder or individual involved with the foundation,

and no substantial part of the activities of this Trust shall be the carrying on of propaganda or

otherwise attempting, to influence legislation No part of the activities of this Trust shall be the

participation in, or intervention to (including the publishing or distributing of statements), any

political Icampaign on behalf of or in opposition to any candidate for public office

(B) In this Trust and in any amendments to it, references to "charitable

organization" or "charitable organizations" mean organizations described m Code Sections 170, 2055

and 2522

(C) In this Trust and m any amendments to it, the term "charitable purposes" shall

be limited to and shall include only religious, charitable, scientific, literary, or educational purposes

within the meaning of those terms as used m Code Section 501(c)(3), but only if such purposes also

constitute public charitable purposes under the laws of the State of Florida, although distributions

shall not be limited to the State of Florida and may specifically be made in the State of Mane and/or

any other state It is Setttor's intent that the distributions for said charitable purposes be consistent

with the goals as provided m Paragraph (D), hereinafter

(D) Subject to the terms of this Article II, it is Settlor's intent shat the Trustees

make distributions to or for the benefit of individuals or charitable organizations which meet one or

more of the following descriptions

4

(1) The property directed to be administered hereunder may be distributed

to provide educational benefits through scholarships

(2) The property directed to be administered hereunder maybe distributed

to provide funding to educational institutions for construction and/or fellowships and related grams

(3) The property directed to be administered hereunder may be distributed

to organizations that provide benefits to the young through organizations devoted to this purpose

For example, distributions shall be made to the YMCA, YWCA, Boys and Girls Clubs and other

related organizations

(4) The property directed to be administered hereunder may be distributed

to organizations that provide medical benefits and rehabilitative services to the young and to the

elderly .

(5) The property directed to be administered hereunder may be distributed

to organizations that provide care to animals, anywhere sn the United States

(6) The property directed to be administered hereunder may be distributed

to organizations that are public charities to be held as an endowment or to a community foundation

to be administered as a donor advised fund or supporting agency

(E) The Settlor may by a writing during her lifetime delivered to the Trustees add

or delete descriptions of organizations to Paragraph (D), subject always to the conditions provided

in Article II, Paragraph (A) - (C), or by specific reference to the clause in her Last Will and

Testament admitted to probate

(F) After Settlor's death, disability, or resignation as Trustee, the remaining

Trustees may add or delete descriptions of organizations in Paragraph (D), subject always to the

conditions provided m Article II, Paragraphs (A)-(C)

ARTICLE III

(A) This Trust is intended to qualify as a charitable, educational and religious

foundation so that the value of the property passing to the Trustees are deductible as a charitable

contribution by the Settlor and others for Federal income tax purposes and for Federal gift tax

purposes, and by the Settlor's and other's estates for Federal estate m\ purposes, so that all income