Loading...
HomeMy WebLinkAbout95-00551 ~t.JCf $ -SS-I REVOCABLE TRUST AGREEMENT THIS AGREEMENT, made this ')11 -:2-'-/- day of January, 1992, between ELIZABETH CHILDS, of the City of Harrisburg, county of Dauphin and Commonwealth of Pennsylvania, hereinafter called "Settlor", of the one part, and DAUPHIN DEPOSIT BANK AND TRUST COMPANY, of the City of Harrisburg aforesaid, hereinafter called "Trustee", of the other part. 1. TRUST PROPERTY For good and valuable considerations passing between the parties hereto, settlor hereby transfers and delivers to the Trustee certain designated personal property which is more fully set forth in the schedule attached hereto and marked Schedule "A", to have and to hold the same and any other cash or other property, real, personal or mixed, which Trustee may, pursuant to any of the provisions of this Trust Agreement, at any time and from time to time hereafter receive, hold or acquire, all such property being hereafter referred to collectively as the Trust Estate, for the uses and purposes and upon the terms and conditions as are hereinafter set forth. As further evidence of such transfer, Settlor has executed or will execute or cause to be executed all such other instruments as may be required for the purpose of completing the assignment or transfer of title to Trustee of such property. Trustee accepts such transfer and " - , - . . '. assignment to itsclf as Trustee, and undertakes to hold, managc, and dispose of the trust property in accordance with this agreement. 11. LIFE INCOME TO SETTLOR During the lifetime of settlor the net incomc and the principal of the trust shall be administered by Trustee for Settlor's benefit, subject, however, to the fOllowing terms and condi tions : (a) Trustee shall hold, manage, invest and reinvest the Trust Estate and shall collect all income thereof. (b) 'l'he net income of the trust shall be paid to Settlor in quarterly or more frequent installments as may be convenient to the settlor, or be distributed to and in such manner as Settlor may, from time to time, specify in written directions delivered to Trustee. (e) Settlor may withdraw part or all of the trust principal at any time, or from time to time, by a written request signed and acknowledged by Settlor and delivered in her lifetime to Trustee. (d) In the event of the disability of Settlor for any reason whatsoever, as much of the income and principal as Trustee may deem proper for the welfare and support of said disabled Settlor shall be paid to or applied directly for the benefit of such disabled Settlor. -2- III. ADDITIONAL PROPERTY In addition to the rights to receive net income and withdraw principal, as specified in paragraph II hereof, Settlor reserves to hcrself the right at any time, and from time to time, to transfer during her lifetime, or at her death by testamentary disposition, additional property at any time whatsoever to Trustee hereunder. Trustee may likewise receive from other persons, individual, corporate or fiduciary, property, tangible or intangible, by gift, assignment or otherwise, which property, when accepted by Trustee shall become a part of the corpus of this trust. Trustee, however, in its sole discretion, may refuse any such property tendered to it by persons other than the Settlor, or the survivor of her. IV. ACCUMULATED INCOME ON DEATH OF SETTLOR; LAST ILLNESS AND FUNERAL EXPENSES Upon the death of Settlor, Trustee shall continue to hold all of the trust assets, as then constituted, including the property which may be added to the trust by Settlor's Last Will and Testament, which property shall be administered and distributed subject to the following terms and conditions: (a) Any accumulated, accrued and undistributed income shall be added to and become a part of the principal of the Trust Estate. -3- - - (b) Trustee shall pay to the personal representative of the estp.te of Settlor the expenses of Settlor's last illness and funeral, expenses of administering her estate and her debts, together with estate, inheritance, succession or other death taxes, including any penalty and interest thereon, to the extent that such expenses, debts and taxes cannot otherwise be satisfied from the assets forming a part of settlor's probate estate. (c) The balance of the Trust Estate shall be administered and distributed pursuant to the provisions hereinafter set forth. V. DISPOSITIVE PROVISIONS Upon the decease of Settlor, the trust shall continue for the benefit of settlor's husband, Richard E. Childs, and to pay the entire net income therefrom at least annually to, but may be by installments at the discretion of Trustee, directly to Settlor's said husband, or for his use and benefit for and during the term of his natural life. upon the decease of Settlor's husband, any accumulated income in his income trust shall be paid by Trustee to said husband's personal representative for use by such personal representative in the administration of said husband's estate. Upon the decease of settlor's husband, or should he predecease settlor, Trustee shall apportion the balance of the Trust Estate, and all assets becoming a part thereof, as follows: -4- - - '. (a) Fifty (50~) percent of the Trust Estate shall be forthwith paid and distributed to Trustee, free of this trust, to Settlor's son, Richard E. Childs, Jr., if living at the time of the decease of Settlor's husband. (b) Fifty (50~) percent of the Trust Estate (or one hundred (100~) percent in the event settlor I s son, Richard E. Childs, Jr., shall predecease both settlor and her husband) shall be maintained by Trustee under this trust for the benefit of the issue of Settlor's son, the grandchildren of Settlor, living at the time of the decease of settlor's husband, to be distributed in the following manner: (1) Trustee is authorized, in its sole discretion, to distribute to and for the benefit of such grandchildren of settlor, income, principal or both during such grandchildren's minority. (2) upon attainment of majority of each of such grandchild, annually thereafter all income to which such grandchild is entitled shall be paid to such grandchild annually or at such lesser intervals as Trustee, in its sole discretion, shall determine. (3) Upon the attainment of the age of thirty (30) years of each such grandchild, Trustee shall deliver to such grandchild, free of this trust, forty (40%) percent of the principal and accumulated interest to which such grandchild would -5- " ., , - be entitled and Trustee shall continue to administer the remaining sixty (60~) percent for the benefit of such grandchild until the age of thirty-five (35) years, at which time, Trustee shall deliver to such grandchild, free of this trust, such principal and accumulated interest to which said grandchild, having attained the age of thirty-five (35) years, is entitled, and this trust, as to such grandchild, shall terminate. As to other grandchildren under the age of thirty ( 30) years and thirty-five (35) years, this trust shall continue unabated. VI. TRUSTEE'S POWERS Subject to the provisions of this agreement relating to the powers reserved by Settlor, Trustee shall have and exercise management and control of the trust, and shall be vested with the following specific powers and discretion, in addition to the powers as may be generally conferred from time to time upon trustees by law: (a) To invest and reinvest in any and all funds which may become available for investment in, or exchange trust assets for, any securities or properties of any character, without being restricted to investments which are prescribed by statute or other law or general custom or practice for the investment of trust funds, and without regard to diversification. Without in any way limiting the generality of the foregoing, Trustee may invest and reinvest the available funds in, or exchange trust -6- ., - " assets for, common or preferred corporate shares, bonds, notes, debentures, or other evidences of indebtedness, or fractional interests in the same, equipment trust certificates, participations in any common trust fund or funds now or hereafter operated and maintained by any corporate trustee at any time serving hereunder, and in savings accounts or certificates of deposit with such corporate trustee or in any other bank, including shares of such corporate trustee or any corporation affiliated with the corporate trustee. (b) To retain as part of any trust any and all of the properties and secur.ities transferred to or acquired by Trustee, so long as Trustee may deem it advisable or expedient to do so, regardless of whether such properties and securities are of the kind and class authorized by law for the investment or trust funds or not so authorized. (c) To retain cash funds invested for such reasonable period of time as Trustee may determine, pending investment of distribution to the beneficiaries hereunder. (d) To sell, convey, mortgage, lease, create security interest in, transfer, assign, exchange, alter or vary all properties, real, personal and mixed, transferred to or acquired by Trustee, without the necessity of obtaining any court order or notice to or consent of any beneficiary hereunder. -7- '. -- " . '. . . (e) To vote all shares and to exercise all rights incident to the ownership of shares, bonds or other securities or properties held in trust and to issue proxies to vote such shares and to exercise such rights; to sell or exercise any sUbscription rights; to sell or retain any and all share dividends; to consent to or join in any plans of reorganization, readjustment, merger, consolidation, or liquidation in respect to any corporation whose shares, bonds or other securities are a part of the trust, including becoming a member of any shareholders' or bondholders' . committee; to accept and hold any securities issued pursuant to any plan or reorganization, readjustment, merger, consolidation, or liquidation; to pay any assessments on shares or securities held in such trust, or to relinquish the same and to otherwise exercise any and all rights and powers and deal in and with the securities held in such trust in the same manner and to the same extent as any individual owner and holder thereof might do. (f) To retain such agents and attorneys as Trustee may employ for the protection, conservation and administration of the trusts, and to pay such agents and attorneys reasonable compensation. (g) To borrow money and to pledge or mortgage or create a security interest in any trust property whenever Trustee shall deem it appropriate and for the best interests of each trust. -8- i. ,..,...."...,..>;,,''''''.'''.p..,.''''''-''<..'yT._'..._.r'..~.._ ."C . - (h) To allocate between principal and incomc with respect to both receipts and expenditures in accordance with the Uniform Principal and Income Act in effect, from time to time, in the Commonwealth of Pennsylvania. (i) To purchase assets at their fair market value from the estate of the grantor. (j) To compromise, settle or abandon all claims in favor of or against such trust hereunder, and to enter into any transaction authorized by this paragraph with the legal representatives of any estate or with the trustees of any other trust estates in which any beneficiary hereunder has a beneficial interest, even though any such legal representatives or trustees are also a trustee hereunder. (k) To register any property in the name of a nominee or to hold the same unregistered or in such form that title will pass by delivery. (1) At the termination of thc Trust Estate or share thereof, to divide, partition, allot and distribute the trust according to such method or procedure as Trustee may elect, whenever such act shall be required or advisable, and, except as may otherwise be provided herein, to do so in kind or partly in kind and partly in money, according to its valuation thereof. The diseretion and acts of Trustee for and in such division and allotment and in determining thc relative values of the -9- " " '. properties for such purpose as between the beneficiaries shall be exercised fairly and without discrimination and shall be conclusive on all persons interested herein. VII. SITUS This agreement and each trust hereunder shall be administered, interpreted and distributed in accordance with the laws of the Commonwealth of Pennsylvania. For the purpose of administration of this trust and the maintenance of the corpus thereof, the trust shall be administered and maintained in the County of Dauphin, Commonwealth of Pennsylvania. VIII. BOND Trustee hereunder shall not be required to furnish any bond, qualify before any court, or file any accounts in any court, but this shall not affect the rights of any beneficiary remainderman to require an accounting. IX. ORDER OF DEATHS If any income beneficiary and any remainderman of the trust herein shall die within thirty (30) days after the death of Settlor, any bequest, devise, interest or estate given or appointed to or for the benefit of such beneficiary shall be divested, and this trust shall be applied and interpreted as if such beneficiary has predeceased Settlor. -10- . . X. DISTRIBUTION AND RIGHTS OF OTHERS The rights, title, benefits, interests and estate of any beneficiary under the trusts created herein shall not be subject to the rights or claims of his or her creditors, subject or liable to any process of law or court, nor subject to transfer, assignment, pledge or hypothecation by any beneficiary, and all of the income, principal or other benefits from or under any trust herein created shall be payable and deliverable only, wholly, exclusively and personally to the designated beneficiaries hereunder, at the time the designated beneficiaries are entitled to take the same under the terms of this trust instrument. XI. AMENDMENT AND REVOCATION settlor reserves the right to revoke, in whole or in part, or to alter or amend this instrument or any amendment hereof in any respect to all or any party; however, the duties and liabilities of Trustee sha~l not be materially increased without its consent. Revocations, alterations, or amendments shall, by an instrument in writing, be signed and acknowledged by Settlor and shall take effect only upon delivery to Trustee during the lifetime of Settlor. The rights reserved by Settlor shall continue throughout her natural life, and may be repeatedly exercised from time to time as she shall see fit. -11- . . t"'l ,-, " . COMMONWEALTH OF PENNSYLVANIA ) ) ss: COUNTY OF DAUPHIN ) On this, the ,;(1./ t:t. day of ai~~~2:~E.r~~-' 1992, before me, a Notary public, personally appea d ELIZ TH CHILDS, known to me (or satisfactorily proven) to be the person whose name is subscribed to the within instrument, and acknowledged that she executed the same for the purposes therein contained. IN WITNESS WHEREOF, I have hereunto set my hand and official seal. ~.~ [.~~~- Notary pu c My commission expires: --~_.__._-- "f;- -' j'!" SM~!d' [' ", It' Mv Ct :r,'!'~'~ f.!!~~.__t:: .'3. .~"~.~ '~.' ---.. --j ";'V r, 'I i. I COMMONWEALTH OF PENNSYLVANIA COUNTY OF DMil'lIIN8~.,Jut~{t€ ) ) ss: ) On the ,.,1~d day of L ~, 1992, b.ej;ore me, a Notary Public, personally appear~ ~H'A~ /~J. .~~t'~ , who acknowledged himself to be (Vice) President of Dauphin Deposit Bank and Trust company, and being authorized to do so as such officer, has executed the within instrument for the purposes therein contained by signing the name of the corporation by himself as such officer. IN WITNESS WHEREOF, I have hereunto set my hand and official seal. (;J(/Jf- g /t,,/UJM-!" bftl'tary Public My Commission Expires: \ N~~ARii:l st"l _..PEGGY 8, CORUM"N, Uot.,., Public (,,,lhID, Cumbo,lllnd County 9' My Commlu1on bpho, Fob. 13. 19 .. ~-"--_........~ . -13- . , ~ . .,' .' . . , -,.-, ;,.... o . t""'\ 021 .-rlS -,s--..n 1'"\ Rv' Fl fll 1IMENDMENT TO REVOCABLE TRUST AGREEMENT DATED JANUARY 24. 1992 "'. "-'." '9:. JUL J 8':1 J :;0 CIl; , ill CUlU. .' ,'. f'i\ THIS Amendment is to the Revocable Trust Agreement, under date of January 24, 1992, between ELIZABETH CHILDS, designated as Settlor, and DAUPHIN DEPOSIT BANK AND TRUST COMPANY, designated as Trustee, which Agreement, under Article XI thereof, provides for Settlor to "revoke, in whole or in part, or to alter or amend this instrument (Revocable Trust Agreement), or any amendment hereof, in any respect to all or any party." Article XI of said Agreement further provides, as follows "revocations, alterations, or amendment shall, by an instrument in writing, be signed and acknowledged by Settlor and shall take affect only upon delivery to Trustee during the lifetime of Settlor." The amendment which the Settlor directs to be made to the said Revocable Trust Agreement is prompted by the fact that over the term of this trust, as well as previous trusts of which this current trust is a successor, the trust has been administered by the Trustee, Dauphin Deposit Bank and Trust Company, through its Carlisle, Office, located in Cumberland County, Pennsylvania, and all administrative functions of the trust, as well as the assets in the depository of Trustee, are situate in Cumberland County, Pennsylvania, for administration and maintenance. Settlor's activities in the trust have been diminished by reason of age and infirmity, and in order to afford Trustee the operation of the trust under the provisions set forth therein, Settlor hereby instructs that a specific designation of the situs of the trust shall be amended so that Article VII-Situs shall be amended to read as follows: VII. SITUS This agreement and the trust hereunder shall be administered, interpreted and distributed in accordance with the laws of the Commonwealth of Pennsylvania. For the purpose of the administration of this trust, and the maintenance of the corpus thereof, this trust shall hereafter be administered and maintained in the County of Cumberland, Commonwealth of Pennsylvania, by the Trustee, Dauphin Deposit Bank and Trust Company, whose office is located at 2 West High street, Carlisle, pennsylvania 17013. n {-. This Amendment shall, in accordance with Revocable Trust Agreement, be effective upon and the amendment, itself, is in accordance said Agreement. IN WITNESS WHEREOF, the Settlor herein, Elizabeth Childs, has caused this Amendment to be executed and sealed by her properly designated attorney-in-fact this ;>,1711 day of April, 1993. Article VII of the delivery to Trustee with Article XI of --9J~\fll Witness Elizabeth Childs ~.// ~ (SEAL) Richard E. h ids Attorney-in-Fact RECEIVED MID ACCEPTED, WITH DAY OF APlUL, 1993. AMENDMENT BEING NOTED, THIS ,,x; ?!K ATTEST: ~,,~.- 0. ,J?Q.'~'O<-"<- (Assistant) secretary :'7~Z CO. By: , . IN RE: REVOCABLE TRUSTS OF RICHARD E. CHILDS, DECEASED AND ELIZABETH CHILDS, DECEASED : ORPHANS' COURT DIVISION : NO. .s.n - 1995 u.:....w.!. 1-/;),1 - I~" eL~tL..Jl ORDER AND NOW, this 2. 3 ,t day of fh.c.:~:J/ , 1996, the Petition for Termination and Merger of Trusts In Accordance (Ath 20 Pa. C.S.A. fi6102(a) presented by Dauphin Deposit Bank and Trust Company, Trustee of the Richard E. Childs Revocable Trust and the Elizabeth Childs Revocable Trust, Is hereby granted and the , Richard E. Childs Re\'ocable Trust shall be terminated upon the payment of administrative expenses and applicable taxes of said trust and the distribution to Richard E. Childs, Jr. of 50% of the remaining principal and accumulated interest from the trust, free of trust, as provided under Article V of said trust. and the deposit of the other 50% of the remaining principal and accumulated Interest of said trust Into the Elizabeth Childs Revocable Trust for administration by the Trustee In accordance with the terms and provisions of Article V of said trust and as outlined in paragraph 14 of this Petition. 7t:;'J~ ? ~ - r:> ~~ 0 .!1 l})<=' a ." :~~~ ~ c. 0 l...~ 'ti a:J .' () N " .:) u " 11.)"; ~ . ~~ -6 i~ ~.." C ~Ij 0 ,1) u OJ ".0 <1>0: fR ',:: E a: ~a ./ PJ. ... <(; , to their surviving son, Richard E. Childs, Jr., free of trust, and 50% shall be continued in trust in two (2) equal trusts for their two (2) grandchildren for a term of years until each grandchild attains the age of thirty-five (35) years. It was provided that interest shall be paid annually to each grandchild during said term, with a partial distribution of 40% of the principal and accumulated Interest to each grandchild when said grandchild attains the age of thirty (30) years, free of trust, and the remaining principal and accumulated interest shall be distributed to each grandchild upon attaining thirty-five (35) years of age, free of trust. A true and correct copy of each of the said Revocable Trusts and amendments are attached hereto and marked Exhibit "A". 4. Elizabeth Childs died on May 30,1994, 5. According to the terms of the Elizabeth Childs Revocable Trust, upon her decease, Richard E. Childs, her surviving spouse, received net income payments from sald trust on an annual basis for the rest of his life. 6. Richard E. Childs died on March 23, 1995. 7. The Revocable Trust of Elizabeth Childs. upon her decease, was administered with interest payments made to her surviving spouse, Richard E, Childs, until his decease. Under the terms of the Elizabeth Childs Revocable Trust, upon her husband's death, 50% of said trust principal and accumulated interest was distributed to her son, Richard E. Childs, Jr., free of trust, and the other 50% of the trust assets was continued in two (2) separate and equal trusts for her two (2) grandchildren. Your Petitioner, as Trustee, is administering the two (2) trusts under the terms and conditions of said trust until each grandchild attains the distribution ages of thirty (30) years and thirty-five (35) years. 2 . . -.; 8. Upon the decease of Richard E. Childs, the assets of the Richard E. Childs Revocable Trust are to be distributed under the terms of the trust with 50% distributed to his son, Richard E. Childs, Jr. and 50% placed In trust for his two (2) grandchildren. Accordingly, his son, Richard E, Childs, Jr., will receive 50% of his father's trust assets (principal and accumulated Interest), free of trust, and the remaining 50% of trust assets will be continued in two (2) separate and equal trusts each for the benefit of the two (2) grandchildren of Richard E. Childs. Your Petitioner will administer said trusts as Trustee under the terms of the trusts until each grandchild attains the distribution ages of thirty (30) years and thirty-five (35) years. 9. In order to carry out the administration of the Richard E. Childs Revocable Trust upon the decease of Richard E. Childs, under the terms thereof your Petitioner, as Trustee, Is required to make a distribution of 50% of the trust to decedent's son, Richard E. Childs, Jr., free of trust, and to create two (2) separate, equal and identical trusts for the benefit of the two (2) grandchildren of Richard E. Childs and Elizabeth Childs. 10. Each trust has Identical language regarding the beneficiaries and the powers of the trustee. 11. Each trust is for the benefit of the same beneficiaries. 12. Richard E. Childs and Elizabeth Childs have two (2) grandchildren, Geoffrey A. Childs. age 23, and Valerie L. Childs, age 18. 13. With the administration of the Richard E. Childs Revocable Trust and the administration of the Elizabeth Childs Revocable Trust by your Petitioner, two (2) trusts for the grandchildren, each having an Identical and equal trust, must be created. On an annual 3 . .... I, <. " " \ basis, the administration of these trusts Incurs twice the administrative costs and expenses that would arise if one consolidated trust were created to administer the two (2) trusts for the grandchildren. These excessive and duplicate expenditures will continue until the termination of each trust when each grandchild shall have attained the age of thirty-five (35) years. 14. Your Petitioner requests that the two (2) Identical trusts be reformed, merged and combined Into one trust for the equal benefit of the two (2) grandchildren. In order to accomplish this task, your Petitioner requests that as Trustee of the Richard E. Childs Revocable Trust It be authorized to activate said trust, pay therefrom all administrative expenses and applicable taxes and, thereafter. distribute. free of trust, 50% of the principal and accumulated Interest of the trust to Richard E. Childs, Jr. and the other 50% of the principal and accumulated Interest of the trust shall be deposited to and made a part of the Elizabeth Childs Revocable Trust and be equally credited to the two (2) grandchildren, In trust. to be administered by your Petitioner as Trustee under Article V-Dlsoosltive Provisions of the Elizabeth Childs Revocable Trust, the remaining trust. The result thereof shall be one trust administered for equal benefit of each of the two (2) grandchildren containing each beneficiary's share of the assets of both the Richard E. Childs Revocable Trust and the Elizabeth Childs Revocable Trust. The remaining trust shall be administered by your Petitioner as Trustee under subsection (b) of Article V-DisDositive Provisions of the Elizabeth Childs Revocable Trust. 15. Without the requested reformation, the true and complete Intent of Richard E. Childs and Elizabeth Childs for their grandchildren will be Impracticable, since annual 4 , \ current costs and expenses to administer each of the two (2) original trusts will be excessive and wasteful. 16. This Court has the authority to terminate a trust, In whole or In part, In accordance with 20 Pa,C.S.A. A6102(a), If it Is satisfied that the original purpose of the settlor Is Impracticable of fulfillment and that the termination or partial termination will more nearly approximate the full and complete Intention of the settlor to preserve the trust assets for the financial benefit of the two (2) grandchildren. 17. The estimated value of the trusts, when consolidated after payment of the referenced bequests to Richard E. Chllds,Jr., as well as payment of taxes and administration expenses, will be In excess of $500,000,00. 18. Copies of this Petition have been provided to all beneficiaries of the trusts, Including Geoffrey A. Childs and Valerie L. Childs, the two (2) grandchildren. Both of the grandchildren, who are of the majority age, consent to this Petition. Copies of the their Consents are attached hereto and marked Exhibit "B". 19. There are only two (2) Individuals having a beneficial interest in this Petition for Termination and Merger of Trusts, namely Geoffrey A. Childs and Valerie L. Childs, the trust beneficiaries and grandchildren who are Indicated to be of majority age and who have consented to this Petition. WHEREFORE, your Petitioner respectfully requests this Court, pursuant to the Probate, Estates and Fiduciaries Code, 20 Pa, C.S.A. 116102(a), to terminate the Richard 5 .. . . '''j ;~- _l'~:~;,:"<~t:;t';1t?-~1j~;1Z?;~;!-~~ ~;\~%/~~1:1;lF~~jr~~?rirsV;~?j:. ~~;i~ , -. '. " ''\J \ , E. Childs Revocable Trust, as detailed In Paragraph 14 of this Petition, In order to fulfill the Intentions of Richard Childs, Deceased, and Elizabeth Childs, Deceased. and effect the consolidated trust of Elizabeth Childs for administration purposes on behalf of the two (2) grandchildren, Geoffrey A. Childs and Valerie L. Childs, under the terms of the Elizabeth Childs Revocable Trust as currently administered by your Petitioner as Trustee. Respectfully submitted, By: 'W>-OSIT :~RUST COMPANY Thomas W. Walker Sr. Vice President and Trust Officer S West High Street Carlisle, Pennsylvania 17013 Petitioner Dated: Mav 7. 1996 William D. Boswell, Esq. Boswell Snyder Tlntner & Piccola P.O. Box 741 Harrisburg, PA 1710S.()741 717-236-9377 Attorney for Estate of Richard E. Childs, Deceased and Elizabeth Childs, Deceased ;\ 6 '~ '. " '\> , , . VERIFICATION I, THOMAS W. WALKER, Senior Vice President of Dauphin Deposit Bank and Trust Company, Trustee of the Richard E. Childs Revocable Trust and the Elizabeth Childs Revocable Trust, hereby depose and say that the facts set forth In the foregoing Petition for Termination and Merger of Trusts In Accordance With 20 Pa.C.s.A. 06102(a) are true and correct to the best of my Information, knowledge and belief. This statement Is made subject to the penalties of 18 Pa. C.s.A. 04904 relating to unsworn falsification to authorities. By: OSIT BA~K~ TRUST COMPANY if~ . Thomas W. Walker Senior Vice President Dated: ,1996 May 7 I . . '. '. " REVOCABLE TRUST AGREEMENT THIS AGREEMENT, made this 71/ ;24 - day of January, 1992, between RICHARD E. CHILDS, of the City of Harrisburg, county of Dauphin and Commonwealth of pennsylvania, hereinafter called "Settlor", of the one part, and DAUPHIN DEPOSIT BANK AND TRUST COMPANY, of the city of Harrisburg aforesaid, hereinafter called "Trustee", of the other part. 1. TRUST PROPERTY For good and valuable considerations passing between the parties hereto, Settlor hereby transfers and delivers to the Trustee certain designated personal property which is more fully set forth in the schedule attached hereto and marked Schedule "A", to have and to hold the same and any other cash or other property, real, personal or mixed, which Trustee may, pursuant to any of the provisions of this Trust Agreement, at any time and from time to time hereafter receive, hold or acquire, all such property being hereafter referred to collectively as the Trust Estate, for the uses and purposes and upon the terms and conditions as are hereinafter set forth. As further evidence of such transfer, Settlor has executed or will execute or c?use to be executed all such other instruments as may be required for the purpose of completing the assignment or transfer of title to the Trustee of such property. The Trustee accepts such transfer and EXHIBIT II " .. '. , assignment to itself as Trustee, and undertakes to hold, manage, and dispose of the trust property in accordance with this agreement. II. LIFE INCOME TO SETTLOR During the lifetime of settlor the net income and the principal of the trust shall be administered by Trustee for Settlor's benefit, subject, however, to the following terms and conditions: (a) Trustee shall hold, manage, invest and reinvest the Trust Estate and shall collect all income thereof. (b) The net income of the trust shall be paid to Settlor in quarterly or more frequent installments as may be convenient to the Settlor, or be distributed to and in such manner as Settlor may, from time to time, specify in written directions delivered to Trustee. (c) Settlor may withdraw part or all of the trust principal at any time, or from time to time, by a written request signed and acknowledged by Settlor and delivered in his lifetime to Trustee. (d) In the event of the disability of Settlor for any reason whatsoever, as much of the income and principal as Trustee may deem proper for the welfare and support of said disabled Settlor shall be paid to or applied directly for the benefit of such disabled Settlor. -2- " '. '0 , III. ADDITIONAL PROPERTY In addition to the rights to receive net income and withdraw principal, as specified in paragraph II hereof, settlor reserves to himself the right at any time, and from time to time, to transfer during his lifetime, or at his death by testamentary disposition, additional property at any time whatsoever to Trustee hereunder. Trustee may likewise receive from other persons, individual, eorporate or fiduciary, property, tangible or intangible, by gift, assignment or otherwise, which property, when accepted by Trustee shall become a part of the corpus of this trust. Trustee, however, in its sole discretion, may refuse any such property tendered to it by persons other than the Settlor, or the survivor of him. IV. ACCUMULATED INCOME ON DEATH OF SETTLOR; LAST ILLNESS AND FUNERAL EXPENSES Upon the death of Settlor, Trustee shall continue to hold all of the trust assets, as then constituted, including the property which may be added to the trust by Settlor's Last will and Testament, which property shall be administered and distributed subject to the following terms and conditions: (a) Any accumulated, accrued and undistributed income shall be added to and become a part of the principal of the Trust Estate. -3- " '. " (b) Trustee shall pay to the personal representative of the estate of settlor the expenses of Settlor's last illness and funeral, expenses of administering his estate and his debts, together with estate, inheritance, succession or other death taxes, including any penalty and interest thereon, to the extent that such expenses, debts and taxes cannot otherwise be satisfied from the assets forming a part of Settlor's probate estate. (c) The balance of the Trust Estate shall be administered and distributed pursuant to the provisions , hereinafter set forth. V. DISPOSITIVE PROVISIONS upon the decease of Settlor, the trust shall continue for the benefit of Settlor's wife, Elizabeth Childs, and to pay the entire net income therefrom at least annually to, but may be by installments at the discretion of Trustee, directly to settlor's said wife, or for her use and benefit for and during the term of her natural life. Upon the decease of Settlor's wife, any accumulated income in her income trust shall be paid by Trustee to said wife's personal representative for use by such personal representative in the administration of said wife's estate. upon the decease of Settlor's wife, or should she predecease Settlor, Trustee shall apportion the balance of the Trust Estate, and all assets becoming a part thereof, as follows: -4- : }l" , .f t ~ ~. , 'i, . " " " (a) Fifty (SO'll) percent of the Trust Estate shall be forthwith paid and distributed to Trustee, free of this trust, to settlor's son, Richard E. Childs, Jr., if living at the time of the decease of Settlor's wife. (b) Fifty (50~) percent of the Trust Estate (or one hundred (100\) pereent in the event Settlor's son, Richard E. Childs, Jr., shall predecease both settlor and her husband) shall be maintained by Trustee under this trust for the benefit of the issue of Settlor' s son, the grandchildren of Settlor, living at the time of the decease of settlor's wife, to be distributed in the following manner: (1) is authorized, in its sole Trustee discretion, to distribute to and for the benefit of such grandchildren of Settlor, income, principal or both during such grandchildren's minority. (2) Upon attainment of majority of each of such grandchild, annually thereafter all income to which such grandchild is entitled shall be paid to such grandchild annually or at such lesser intervals as Trustee, in its sole' discretion, shall determine. (3) Upon the attainment of the age of thirty (30) years of each sueh grandchild, Trustee shall deliver to such grandchild, free of this trust, forty (40%) percent of the principal and accumulated interest to which such grandchild would -5- .' " be entitled and Trustee shall continue to administcr the rcmaining sixty (60%) pcrcent for the benefit of such grandchild until the age of thirty-five (35) years, at which time, Trustee shall deliver to such grandchild, frec of this trust, such principal and accumulated interest to which said grandchild, having attained the age of thirty-five (35) years, is entitled, and this trust, as to such grandchild, shall terminate. As to other grandchildren under the age of thirty (30) years and thirty-five (35) years, this trust shall continue unabated. VI. TRUSTEE' S POWERS Subject to the provisions of this agreement relating to the powers reserved by Settlor, Trustee shall have and exercise management and control of the trust, and shall be vested with the following specific powers and discretion, in addition to the powers as may be generally conferred from time to time upon trustees by law: (a) To invest and reinvest in any and all funds which may become available for investment in, or exchange trust assets for, any securities or properties of any character, without being restricted to investments which are prescribed by statute or other law or general custom or practice for the investment of trust funds, and without regard to diversification. Without in any way limiting the generality of the forcgoing, Trustee may invcst and reinvest thc availablc funds in, or exchange trust -6- : '. " " asscts for, common or prefcrred corporate shares, bonds, notes, debcntures, or othcr cvidences of indebtcdness, or fractional interests in the same, equipment trust certificates, participations in any common trust fund or funds now or hereafter operated and maintained by any corporate trustee at any time serving hereunder, and in savings accounts or certificates of deposit with such corporate trustee or in any other bank, including shares of such corporate trustee or any corporation affiliated with the corporate trustec. (b) To retain as part of any trust any and all of the properties and securities transferred to or acquired by Trustee, so long as Trustee may deem it advisable or expedient to do so, regardless of whether such properties and securities are of the kind and class authorized by law for the investment or trust funds or not so authorized. (c) To retain cash funds invested for such reasonable period of time as Trustee ma:!{ determinc, pending investment of distribution to the beneficiaries hereunder. (d) To sell, convey, mortgagc, lease, ereate security interest in, transfer, assign, exchange, alter or vary all properties, real, personal and mixed, transferred to or acquired by Trustee, without the nccessity of obtaining any court order or notice to or consent of any beneficiary hereunder. -7- . '. '. '. (e) To vote all shares and to excrcise all rights incident to thc owncrship of shares, bonds or other securities or propcrties held in trust and to issue proxies to vote such shares and to exercise such rights; to sell or exereise any subscription rights; to sellar retain any and all share dividcnds; to consent to or join in any plans of rcorganization, readjustment, merger, consolidation, or liquidation in respect to any corporation whose shares, bonds or other securities are a part of the trust, including becoming a member of any shareholders' or bondholders' committee; to accept and hold any securities issued pursuant to any plan or reorganization, readjustment, merger, eonsolidation, or liquidation; to pay any assessments on shares or securities held in such trust, or to relinquish the same and to otherwise exercise any and all rights and powers and deal in and with the securities held in such trust in the same manner ana to the same extent as any individual owner and holder thereof might do. (f) To retain such agents and attorneys as Trustee may employ for the protection, conservation and administration of the trusts, and to pay such agents and attorneys reasonable compensation. (g) To borrow money and to pledge or mortgage or create a security intercst in any trust propcrty whenevcr Trustee shall deem it appropriate and for the bcst interests of each trust. -8- " (h) To allocatc betwccn principal and incolRc with rcspcct to both receipts and cxpcnditurcs in accordancc with the Uniform Principal and Income Act in cffect, from timc to timc, in thc Commonwealth of pennsylvania. (i) To purchase assets at their fair market value from the estate of the grantor. (j) To compromise, settle or abandon all claims in favor of or against such trust hereunder, and to enter into any transaction authorized by this paragraph with the legal representatives of any estate or with the trustees of any other trust estates in which any beneficiary hereunder has a beneficial interest, even though any such legal representatives or trustees are also a trustee hereunder. (k) To register any property in the name of a nominee or to hold the same unregistered or in such form that title will pass by delivery. (1) At the termination of the Trust Estate or share thereof, to divide, partition, allot and distribute the trust according to such method or procedure as Trustee may elect, whenever such act shall be required or advisable, and, except as may otherwise be provided herein, to do so in kind or partly in kind and partly in money, according to its valuation thcreof. The discretion and acts of Trustee for and in such division and allotment and in determining the relative valucs of the -9- I '. " propertics for such purpose as bctwccn thc bcneficiaries shall bc exercised fairly and without discrimination and shall bc conclusive on all persons interestcd hcrcin. VII. SITUS This agreement and each trust hereunder shall be administered, interpreted and distributed in accordance with the laws of the Commonwealth of Pennsylvania. For the purpose of administration of this trust and the maintenance of the corpus thereof, the trust shall be administercd and maintained in the County of Dauphin, Commonwealth of Pennsylvania. VIII. ~ Trustee hereunder shall not be required to furnish any bond, qualify before any court, or file any accounts in any court, but this shall not affect the rights of any beneficiary remainderman to require an accounting. IX. ORDER OF DEATHS If any income beneficiary and any remainderman of the trust herein shall die within thirty (30) days after the death of Settlor, any bequest, devise, interest or estate given or appointed to or for the benefit of such beneficiary shall be divested, and this trust shall be applicd and interprcted as if such beneficiary has predeceascd Settlor. -10- . " ' " '. , X. DISTRIBUTION AND RIGHTS OF OTHERS The rights, title, bcnefits, interests and estate of any beneficiary under the trusts created herein shall not be subject to the rights or claims of his or her creditors, sUbject or liable to any process of law or court, nor subject to transfer, assignment, pledge or hypothecation by any bcneficiary, and all of the income, principal or other benefits from or under any trust herein created shall be payable and deliverable only, wholly, exclusively personally the designated and to beneficiaries hereunder, at the time the designated beneficiaries are entitled to take the same under the terms of this trust instrument. XI. AMENDMENT AND REVOCATION Settlor reserves the right to revoke, in whole or in part, or to alter or amend this instrument or any amendment hereof in any respect to all or any party; however, the duties and liabilities of Trustee shall not be materially increased without its consent. Revocations, alterations, or amendments shall, by an instrument in writing, be signed and acknowledged by Settlor and shall take effect only upon delivery to Trustee during the lifetime of Scttlor. The rights reserved by Settlor shall continue throughout his natural life, and may be repeatedly exercised from time to time as he shall see fit. -11- . . . . . '. , ~ SCHEDULE "A" ASSETS 18.SS4 units Dsuphin Deposit Bsnk and Trust Compsny MUnicipal Bond Fund at a value of $196.230.89 6.683 units Dauphin Deposit Bank and Trust Company Common Stock Fund at a value of $ 86.600.96 Cash $ 1.0Sl.13 " .', ,1 i-' , ' . ',. .., '. , , , . , '. " COMMONWEALTH OF PENNSYLVANIA ) ) ss: COUNTY OF DAUPHIN ) On this, the ;flit:/. day of ~~ , 1992, before me, a Notary Public, personally appe,,:~. .RICHARI1 E. CHILDS, known to me (or satisfactorily proven) to be the person whose name is sub- scribed to the within instrument, and acknowledged that he exe- cuted the same for the purposes therein containcd. IN WITNESS WHEREOF, I have hereunto set my hand and official seal. .~, J.. ~ 1It;.'fc J '~"/ -- Notary pu 1 c My commission expires: ,'".' S,\RUI\ ': Mli c"...', '. . I,rr:" . ';'. -~_.,:. '--, ,- i : ../ COMMONWEALTH OF PENNSYLVANIA COUNTY OF ~mPHIN (l~-e ) ) ss: ) ~ - On the .:L~.d day of , 1992, before me, a Notary Public, personally appearecf' '1'1:"';Zu&/. /...-,,. vA'., , who acknowledged himself to be (Vice) President of Dauphin Deposit Bank and Trust Company, and being authorized to do so as such officer, has executed the within instrument for the purposes therein contained by signing the name of the corporation by himself as such officer. IN WITNESS WHEREOF, I have hereunto set my hand and official seal. ':2 ') ( ~~A/- 6' CtrtA-r M'1 /M.. N t fy Public My commission Ex ires: NOT"RI"L SEAL PEGGY 0, CORNMAN. Notary Public C",Ii~IQ, Cumborlllnd County ... Conunlulon hpluu fob, 13, 1995 -13- -...., -", .-~-~-".--,.---.._."'----". \,....... ....----- :.-..""'.."....' '-.r~ '. '. " AMENDMENT TO REVOCABLE TRUST AGREEMENT DATED JANUARY 24. 1992 THIS Amendment is to the Revocable Trust Agreement, under date of January 24, 1992, between RICHARD E. CHILDS, designated as Settlor, and DAUPHIN DEPOSIT BANK AND TRUST COMPANY, designated as Trustee, which Agreement, under Article XI thereof, provides for Settlor to "revoke, in whole or in part, or to alter or amend this instrument (Revocable Trust Agreement), or any amendment hereof, in any respect to all or any party." Article XI of said Agreement further provides, as follows "revocations, alterations, or amendment shall, by an instrument in writing, be signed and acknowledged by Settlor and shall take affect only upon delivery to Trustee during the lifetime of Settlor." The amendment which the Settlor directs to be made to the said Revocable Trust Agreement is prompted by the fact that over the term of this trust, as well as previous trusts of which this current trust is a successor, the trust has been administered by the Trustee, Dauphin Deposit Bank and Trust Company, through its Carlisle, Office, located in Cumberland County, Pennsylvania, and all administrative functions of the trust, as well as the assets in the depository of Trustee, are situate in Cumberland County, Pennsylvania, for administration and maintenance. settlor's activities in the trust have been diminished by reason of age and infirmity, and in order to afford Trustee the operation of the trust under the provisions set forth therein, settlor hereby instructs that a specific designation of the situs of the trust shall be amended so that Article VII-Situs shall be amended to read as follows: VII. SITUS This agreemcnt and the trust hereunder shall be administered, interpreted and distributed in accordance with the laws of the Commonwealth of Pennsylvania. For the purpose of the administration of this trust, and the maintenance of the corpus thereof, this trust shall hereafter be administered and maintained in the county of cumberland, Commonwealth of pennsylvania, by the Trustee, Dauphin Deposit Bank and Trust company, whose office is located at 2 West High Street, Carlisle, Pennsylvania 17013. . 0, /'" .~ '. '. " .. REVOCABLE TRUST AGREEMENT THIS AGREEMENT, made this 2 '" 4- day of January, 1992, between ELIZABETH CHILDS, of the City of Harrisburg, County of Dauphin and Commonwealth of Pennsylvania, hereinafter called "Settlor", of the one part, and DAUPHIN DEPOSIT BANK AND TRUST COMPANY, of the City of Harrisburg aforesaid, hereinafter called "Trustee", of the other part. I. TRUST PROPERTY For good and valuable eonsiderations passing between the parties hereto, settlor hereby transfers and delivers to the Trustee certain designated personal property which is more fully set forth in the schedule attached hereto and marked Schedule "A", to have and to hold the same and any other cash or other property, real, personal or mixed, which Trustee may, pursuant to any of the provisions of this Trust Agreement, at any time and from time to time hereafter receive, hold or acquire, all such property being hereafter referred to collectively as the Trust Estate, for the uses and purposes and upon the terms and conditions as are hereinafter set forth. As further evidence of such transfer, Settlor has executed or will cxecute or cause to be executed all such other instruments as may be required for the purpose of completing the assignmcnt or transfcr of title to Trustee of such property. Trustcc acccpts such transfer and : . '. " - , assignment to itself as Trustee, and undcrtakes to hold, managc, and dispose of the trust propcrty in accordance with this agreement. II. LIFE INCOME TO SETTLOR During the lifetime of settlor the net income and the principal of the trust shall be administered by Trustee for settlor's benefit, subject, however, to the following terms and conditions: (a) Trustee shall hold, manage, invest and reinvest the Trust Estate and shall collect all income thereof. (b) The net income of the trust shall be paid to Settlor in quarterly or more frequent installments as may be convenient to the Settlor, or be distributed to and in such manner as Settlor may, from time to time, specify in written directions delivered to Trustee. (c) Settlor may withdraw part or all of the trust principal at any time, or from time to time, by a written request signed and acknowledged by Settlor and delivered in her lifetime to Trustee. (d) In thc event of the disability of Settlor for any reason whatsoever, as much of the income and principal as Trustee may deem proper for the welfare and support of said disabled Settlor shall be paid to or applied directly for the benefit of such disabled Scttlor. -2- : , '. " 111. ADDITIONAL PROPERTY In addition to the rights to rcceive net income and withdraw principal, as specified in paragraph II hereof, Settlor reserves to herself the right at any time, and from time to time, to transfer during her lifetime, or at her death by testamentary disposition, additional property at any time whatsoever to Trustee hereunder. Trustee may likewise receive from other persons, individual, corporate or fiduciary, property, tangible or intangible, by gift, assignment or otherwise, which property, when accepted by Trustee shall become a part of the corpus of this trust. Trustee, however, in its sole discretion, may refuse any such property tendered to it by persons other than the Settlor, or the survivor of her. IV. ACCUMULATED INCOME ON DEATH OF SETTLOR; LAST ILLNESS AND FUNERAL EXPENSES Upon the death of Settlor, Trustee shall continue to hold all of the trust assets, as then constituted, including the property which may be added to thc trust by Settlor's Last Will and Testament, which property shall be administered and distributed sUbject to the following terms and conditions: (a) Any accumulated, accrued and undistributed income shall be added to and become a part of the principal of the Trust Estatc. " -3- , _~""'''''>'''\!' . ....,.,........,..,.." -'_ c.'" ; .",' ,0:' 't. ~ . , '. " (b) Trustee shall pay to thc personal representative of the estate of settlor the expenses of Settlor's last illncss and funeral, expenses of administering her estate and her debts, together with estate, inheritance, succession or other death taxes, including any penalty and interest thereon, to the extent that such expenses, debts and taxes cannot otherwise be satisfied from the assets forming a part of settlor's probate estate. (e) The balance of the Trust Estate shall be administered and distributed pursuant to the provisions hereinafter set forth. V. DISPOSITIVE PROVISIONS upon the decease of Settlor, the trust shall continue for the benefit of Settlor's husband, Richard E. Childs, and to pay the entire net income therefrom at least annually to, but may be by install.ments at the discretion of Trustee, directly to Settlor's said husband, or for his use and benefit for and during the term of his natural life. Upon the decease of Settlor's husband, any accumulated income in his income trust shall be paid by Trustee to said husband's personal representative for use by such personal represcntative in the administration of said husband's estate. , Upon the decease of settlor's husband, or should he predecease Settlor, Trustee shall apportion the balance of the Trust Estate, and all assets becoming a part thereof, as follows: -4- '. (a) Fifty (SO%) percent of the Trust Estate shall bc forthwith paid and distributed to Trustee, free of this trust, to settlor's son, Richard E. Childs, Jr., if living at the time of the decease of Settlor's husband. (b) Fifty (SO~) percent of the Trust Estate (or one hundred (100~) percent in the event settlor's son, Richard E. Childs, Jr., shall predecease both Settlor and her husband) shall be maintained by Trustee under this trust for the benefit of the issue of Settlor's son, the grandchildren of settlor, living at the time of the decease of settlor's husband, to be distributed in the following manner: (1) Trustee is authorized, in its sole discretion, to distribute to and for the benefit of such grandchildren of Settlor, income, principal or both during such grandchildren's minority. (2) Upon attainment of majority of each of such grandchild, annually thereafter all income to which such grandchild is entitled shall be paid to such grandchild annually or at such lesser intervals as Trustee, in its sole discretion, shall determine. (3) Upon the attainment of the age of thirty (30) years of each such grandchild, Trustee shall deliver to such grandchild, free of this trust, forty (40%) percent of the principal and accumulated interest to which such grandchild would " -5- . \ . . " be entitled and Trustee shall continue to administer thc remaining sixty (60%) percent for the benefit of such grandchild until the age of thirty-five (35) years, at which time, Trustee shall deliver to such grandchild, free of this trust, such principal and accumulated interest to which said grandchild, having attained the age of thirty-five (35) years, is entitled, and this trust, as to such grandchild, shall terminate. As to other grandchildren under the age of thirty (30) years and thirty-five (35) years, this trust shall continue unabated. VI. TRUSTEE' S POWERS Subject to the provisions of this agreement relating to the powers reserved by settlor, Trustee shall have and exercise management and control of the trust, and shall be vested with the following specific powers and discretion, in addition to the powers as may be generally conferred from time to time upon trustees by law: (a) To invest and reinvest in any and all funds which may become available for investment in, or exchange trust assets for, any securities or properties of any character , without being restricted to investments which are prescribed by statute or other law or general custom or practice for the investment of trust funds, and without regard to diversification. Without in any way limiting the generality of the foregoing, Trustee may invest and reinvest the available funds in, or exchange trust -6- : . . '. 'to" .. " ll~ \-,-. '.'1' rJ;- ." '\\1 j l- t" ~~. I~~ f..' ~t:C assets for, common or preferred corporate shares, bonds, notes, debentures, or othcr evidences of indebtedness, or fractional equipment trust ccrtificates, interests in the same, participations in any common trust fund or funds now or hereafter operated and maintained by any corporate trustee at any time serving hereunder, and in savings accounts or certificates of deposit with such corporate trustee or in any other bank, including shares of such corporate trustee or any corporation affiliated with the corporate trustee. (b) To retain as part of any trust any and all of the properties and securities transferred to or acquired by Trustee, so long as Trustee may deem it advisable or expedient to do so, regardless of whether such properties and securities are of the kind and class authorized by law for the investment or trust funds or not so authorized. ~ i " 1: (c) To retain cash funds invested for such reasonable period of time as Trustee may determine, pending investment of distribution to the beneficiaries hercunder. (d) To sell, convey, mortgage, lease, create security interest in, transfer, assign, exchange, alter or vary all properties, real, personal and mixed, transferred to or acquired by Trustee, without the necessity of obtaining any court order or notice to or consent of any beneficiary hereunder. -7- .---_._.-....__.~_...... '..~ --- " '. (e) To vote all sharcs and to cxercisc all rights incident to the ownership of sharcs, bonds or other securitics or properties held in trust and to issue proxies to vote such sharcs and to exercise such rights; to sellar exercise any subscription rights; to sell or retain any and all share dividends; to consent to or join in any plans of reorganization, readjustment, merger, consolidation, or liquidation in respect to any corporation whose shares, bonds or other securities are a part of the trust, including becoming a member of any shareholders' or bondholders' committee; to accept and hold any securities issued pursuant to any plan or reorganization, readjustment, merger, consolidation, or liquidation; to pay any assessments on shares or securities held in such trust, or to relinquish the same and to otherwise exercise any and all rights and powers and deal in and with the securities held in such trust in the same manner and to the same extent as any individual owner and holder thereof might do. (f) To retain such agents and attorneys as Trustee may employ for the protection, conservation and administration of the trusts, and to pay such agents and attorneys reasonable compensation. (g) To borrow money and to pledge or mortgage or create a security interest in any trust propcrty whenever Trustec shall deem it appropriate and for the best interests of each trust. -8- " , , '. (h) To allocate betwecn principal and incomc with respect to both receipts and cxpcnditures in accordance with the Uniform Principal and Income Act in effect, from timc to time, in the Commonwealth of Pennsylvania. (i) To purchase assets at their fair market value from the estate of the grantor. (j) To compromise, settle or abandon all claims in favor of or against such trust hereunder, and to enter into any transaction authorized by this paragraph with the legal representatives of any estate or with the trustees of any other trust estates in which any beneficiary hereunder has a beneficial interest, even though any such legal representatives or trustees are also a trustee hereunder. (k) To register any property in the name of a nominee or to hold the same unregistered or in such form that title will pass by delivery. (1) At the termination of the Trust Estate or share thereof, to divide, partition, allot and distribute the trust according to such method or procedure as Trustee may elect, whenever such act shall be required or advisable, and, except as may otherwise be provided herein, to do so in kind or partly in kind and partly in money, according to its valuation thereof. The discretion and acts of Trustee for and in such division and allotmcnt and in dctermining the rclative values of the -9- - . " " , properties for such purpose as between the beneficiaries shall be exercised fairly and without discrimination and shall bc conclusive on all persons interested herein. VII. SITUS This agreement and each trust hereunder shall be a&ninistered, interpreted and distributed in accordance with the laws of the commonwealth of Pennsylvania. For the purpose of administration of this trust and the maintenance of the corpus thereof, the trust shall be administered and maintained in the County of Dauphin, commonwealth of Pennsylvania. VIII. ~ Trustee hereunder shall not be required to furnish any bond, qualify before any court, or file any accounts in any court, but this shall not affect the rights of any beneficiary remainderman to require an accounting. IX. ORDER OF DEATHS If any income beneficiary and any remaindcrman of the trust herein shall die within thirty (30) days after the death of Settlor, any bequest, devise, interest or estate given or appointed to or for the benefit of such beneficiary shall be divested, and this trust shall be applied and interpreted as if, such beneficiary has predeceased Settlor. -10- . , , '. X. DISTRIBUTION AND RIGHTS OF OTHERS The rights, title, bencfits, interests and estate of any beneficiary under the trusts creatcd herein shall not be subject to the rights or claims of his or hcr creditors, subject or liable to any process of law or court, nor sUbject to transfer, assignment, pledge or hypothecation by any beneficiary, and all of the income, principal or othcr benefits from or under any trust herein created shall be payable and deliverable only, wholly, exclusively and personally to the designated beneficiaries hereunder, at the time the designated beneficiaries are entitled to take the same under the terms of this trust instrument. XI. AMENDMENT AND REVOCATION Settlor reserves the right to revoke, in whole or in part, or to alter or amend this instrument or any amendment hereof in any respect to all or any party; however, the duties and liabilities of Trustee shall not be materially increased without its consent. Revocations, alterations, or amendments shall, by an instrument in writing, be signed and acknowledged by Scttlor and shall take effcct only upon delivcry to Trustee during the lifetime of Settlor. The rights reservcd by Scttlor shall continue throughout her natural lifc, and may bc repeatedly excrcised from time to time as shc shall scc fit, -11- '. , . . " . " " IN WITNESS WHEREOF, Settlor and Trustee have caused this instrument to be executed and scaled the day and year first above-written. WI_S~'/~ ...... ;;;J. . ~~ ~ ' ~~~ E zabeth Cliilas settlor ATTEST: ?fjD~.~.ILItz,,~ (AssIstant) cretary DAUPHIN DEPOSIT BANK AND TR~SCZ: ~ ~ ~(ViCe) President Trustee " -12- .. -_.._.....~_~~.,...'......., .....7..'.O~..... . .... '_",___.,_"., "'--~"""'~n."""""'__'"-'''~'_ _"'O<-'._~.__." ..___~ ~ .1 , " . \ SCHEDULE "A" :; ASSETS 18,SS4unitB Dauphin Deposit Bank and Trust Company ,Hunicipa1 Bond Fund at a value of $196;230.89 '6.683 units Dauphin Deposit Bsnk and Trust Company Common Stock Fund at a value of .$ 86,600.96 Cash $ I,OSI.13 " , 'f" '.,. , " "...'t -"!'- -."1. '." : " . " AMENDMENT TO REVOCABLE TRUST AGREEMENT DATED JANUARY 24. 1992 THIS Amendment is to the Revocable Trust Agreement, under date of January 24, 1992, betwecn ELIZABETH CHILDS, designated as Settlor, and DAUPHIN DEPOSIT BANK AND TRUST COMPANY, designated as Trustee, which Agreement, under Article XI thereof, provides for Settlor to "revoke, in whole or in part, or to alter or amend this instrument (Revocable Trust Agreement), or any amendment hereof, in any respect to all or any party." Article XI of said Agreement further provides, as follows "revocations, alterations, or amendment shall, by an instrument in writing, be signed and acknowledged by Settlor and shall take affect only upon delivery to Trustee during the lifetime of Settlor." The amendment which the Settlor directs to be made to the said Revocable Trust Agreement is prompted by the fact that over the term of this trust, as well as previous trusts of which this eurrent trust is a successor, the trust has been administered by the Trustee, Dauphin Deposit Bank and Trust Company, through its Carlisle, Office, located in Cumberland County, Pennsylvania, and all administrative functions of the trust, as well as the assets in the depository of Trustee, are situate in Cumberland County, Pennsylvania, for administration and maintenance. Settlor's activities in the trust have been diminished by reason of age and infirmity, and in order to afford Trustee the operation of the trust under the provisions set forth therein, Settlor hereby instructs that a specific designation of the situs of the trust shall be amended so that Article VII-Situs shall be amended to read as follows: VII. SITUS This agrecment and the trust hereunder shall be administered, interpreted and distributed in accordance with the laws of the Commonwealth of Pennsylvania. For the purpose of the administration of this trust, and the maintenance of the corpus thereof, this trust shall hereafter be administered and maintained in the County of Cumberland, Commonwealth of Pennsylvania, by the Trustee, Dauphin Deposit Bank and Trust Company, whose office is located at 2 West High street, Carlisle, Pennsylvania 17013. . . " . . . : . . CONSENT The undersigned, GEOFFREY A. CHILDS, an intended beneficiary of the Richard E. Childs Revocable Trust and the Elizabeth Childs Revocable Trust, having reviewed the Petition for Termination and Merger of Trusts In Accordance With 20 Pa.C.s.A. 06102(a), presented by Dauphin Deposit Bank and Trust Company, Trustee of the Richard E. Childs Revocable Trust and the Elizabeth Childs Revocable Trust, as outlined in Paragraph 14 of the Petition, does hereby consent to the same. This consent is given this ~ay of February, 1996. By: EXHIBIT 8 /. " . . ; , . \ CONSENT The undersigned, VALERIE L. CHILDS, an Intended beneficiary of the Richard B. Chllds Revocable Trust and the BlIzabeth Chllds Revocable Trust, having reviewed the Petition for Termination and Merger of Trusts In Accordance With 20 Pa.C.S.A. 116102(a), presented by Dauphin Deposit Bank and Trust Company, Trustee of the Richard E. Chllds Revocable Trust and the Elizabeth Chllds Revocable Trust, as outlined In Paragraph 14 of the Petition, does hereby consent to the same. This consent is given this .l!:zIhday of February, 1996. By: . ._. (I 1 l I : " . " '. ; ~ CONSENT The undersigned, VALERIE L, CHILDS, an Intended beneficiary of the Richard E. Childs Revocable Trust and the Elizabeth Childs Revocable Trust, having reviewed the Petition for Termination and Merger of Trusts In Accordance With 20 Pa.C.S.A. 06102(a), presented by Dauphin Deposit Bank and Trust Company, Trustee of the Richard E. Childs Revocable Trust and the Elizabeth Childs Revocable Trust, as outlined In Paragraph 14 of the Petition, does hereby consent to the same. This consent Is given this .f2ifJday of February, 1996. By: , t~ 'fo lJ'