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Home My WebLink About01-14-08 ---I . 15056041192 . REV-1500 EX (06-05) OFFICIAL USE ONLY PA Department of Revenue Bureau of Individual Taxes PO BOX 280601 Harrisburg, PA 17128-0601 County Code Year File Num ber INHERITANCE TAX RETURN RESIDENT DECEDENT al {j --1 (;( p S ENTER DECEDENT INFORMATION BELOW Social Security Number Date of Death Date of Birth 178 18 5269 04 15 2007 03 18 1923 Decedent's Last Name Suffix Decedent's Rrst Name MI Conner, Jr. W. Bennett (If Applicable) Enter Surviving Spouse's Information Below Spouse's Last Name Suffix Spouse's Rrst Name Marcia MI Conner B Spouse's Social Security Number THIS RETURN MUST BE FILED IN DUPLICATE WITH THE REGISTER OF WILLS FILL IN APPROPRIATE OVALS BELOW _ 1. Original Return c::::::::J 2. Supplemental Return c::J 3. Remainder Return (date of death prior to 12-13-82) c::J 5. Federal Estate Tax Return Required c::J 4. Limited Estate c::J 4a. Future Interest Compromise (date of death after 12-12-82) _ 7. Decedent Maintained a Living Trust (Attach Copy of Trust) c::J 10. Spousal Poverty Credit (date of death between 12-31-91 and 1-1-95) 8. Total Number of Safe Deposit Boxes _ 6. Decedent Died Testate (Attach Copy of Will) c::J 9. Litigation Proceeds Received _ 11. Election to tax under Sec. 9113(A) (Attach Sch. 0) CORRESPONDENT - This section must be completed. All Correspondence and Confidential Tax Information Should be Directed to: Name Daytime Telephone Number Elyse E. Rogers, Esquire 717 612 5801 Rrm Name (If Applicable) Keefer Wood Allen & Rahal, LLP r-<) REGISTERQFWILLSUSE' Y , C2.J Rrst line of address 635 North 12th Stree, Suite 400 Second line of address !"J City or Post Office State ZI P Code --'", DA.TE FIL E D .j:"'" (..) Lemoyne PA 17043 Correspondent's e-mail address:erogers@keeferwood.com Under penalties of perjury, I declare that I have examined this return, including accompanYing schedules and statements, and to the best of my knowledge and belief, it is true, correct and complete. Declaration of the preparer other than personal representative is based on all information of which preparer has any knowledge. ADDRESS DATE ~uire ~OO, Lemoyne, PA 17043 PLEASE USE ORIGINAL FORM ONLY DATE /. ;1, (,-/ Side 1 L 15056041192 15056041192 ---I --.J . 15056042193 . Rev-1500 EX Decedent's Name: W. Bennett Conner, Jr. RECAPITULA TION Decedent's Social Security Number 178 18 5269 1. Real estate (Schedule A) 1. 0.00 2. Stocks and Bonds (Schedule B) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. 2. 0.00 3. Closely Held Corporation, Partnership or Sole-Proprietorship (Schedule C) . . . . .. 3. 0.00 4. Mortgages & Notes Receivable (Schedule D) . . . . . . . . . . . . . . . . . . . . . . . . . .. 4. 0.00 1,021.87 0.00 1,447,027.36 1,448,049.23 12,986.68 1,697.00 14,683.68 1,433,365.55 5. Cash, Bank Deposits & Miscellaneous Personal Property (Schedule E) . . . . . . . .. 5. 6. Jointly Owned Property (Schedule F) c:J Separate Billing Requested . . . . .. 6. 7. Inter-Vivos Transfers & Miscellaneous Non-Probate Property (Schedule G) c:J Separate Billing Requested . . . . " 7. 8. Total Gross Assets (total Lines 1-7) ................................ 8. 9. Funeral Expenses & Administrative Costs (Schedule H) . . . . . . . . . . . . . . . . . . .. 9. 10. Debts of Decedent, Mortgage Liabilities, & Liens (Schedule I) . . . . . . . . . . . . . .. 10. 11. Total Deductions (total Lines 9 & 10) '" . . . . . . . . . . . . . . . . . . . . . . . . . . . .. 11. 12. Net Value of Estate (Line 8 minus Line 11). ............................ 12. 13. Charitable and Govemmental Bequests/See 9113 Trusts for which an election to tax has not been made (Schedule J) . . . . . . . . . . . . . . . . . . . . . " 13. 0.00 1,433,365.55 14. Net Value Subject to Tax (Line 12 minus Line 13) ....................... 14. TAX COMPUTATION - SEE INSTRUCTIONS FOR APPLICABLE RATES 15. Amount of Line 14 taxable at the spousal tax rate, or transfers under Sec. 9116 (a)(1.2)X.OO 615,037.47 0.00 15. 0.00 16. 36,824.76 17. 0.00 18. 0.00 19. 36,824.76 16. Amount of Line 14 taxable at lineal rate X .045 17. Amount of Line 14 taxable at sibling rate X .12 18. Amount of Line 14 taxable at collateral rate X .15 818,328.08 0.00 19. TAX DUE 20. FILL IN THE OVAL IF YOU ARE REQUESTING A REFUND OF AN OVERPAYMENT c:J Side2 L 15056042193 15056042193 ---1 . . Rev-1500 EX Page 3 File Number Decedent's Complete Address: -- DECEDENTS NAME DECEDENTS SOCIAL SECURI1Y NUMBER W. Bennett Conner, Jr. 178-18-5269 STREET ADDRESS 5225 Wilson Lane, Apt 4114 CITY. I STATE I ZIP Mechanicsburg PA 17055-6670 Tax Payments and Credits: 1. 2. Tax Due (Page 2 Line 19) Credits/Payments A Spousal Poverty Credit B. Prior Payments C. Discount (1 ) 36,824.76 0.00 34,000.00 1,789.4 7 Total Credits (A + 8 + C) (2) 35,789.47 3. Interest/Penalty if applicable D. Interest E. Penalty 0.00 0.00 4. Total Interest/Penalty (D + E) If Line 2 is greater than Line 1 + Line 3, enter the difference. This is the OVERPAYMENT. Fill in oval on Page 2, Line 20 to request a refund. (3) (4) (5) (5A) (58) 0.00 1,035.29 0.00 1,035.29 5. If Line 1 + Line 3 is greater than Line 2, enter the difference. This is the TAX DUE. A Enter the interest on the tax due. 8. Enter the total of Line 5 + SA This is the BALANCE DUE. Make Check Payable to: REGISTER OF WilLS, AGENT PLEASE ANSWER THE FOLLOWING QUESTIONS BY PLACING AN "X" IN THE APPROPRIATE BLOCKS 1. Did decedent make a transfer and: Yes No a. retain the use or income of the property transferred; . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . " 1&1 0 b. retain the right to designate who shall use the property transferred or its income; ............. 1&1 0 c. retain a reversionary interest; or .......................................... . . . . " 0 IZI d. receive the promise for life of either payments, benefits or care? ........................ 0 IZI 2. If death occurred after December 12, 1982, did decedent transfer property within one year of death without receiving adequate consideration? .................................... 0 IZI 3. Did decedent own an "in trust for" or payable upon death bank account or security at his or her death? 0 IZI 4. Did decedent own an Individual Retirement Account, annuity, or other non-probate property which contains a beneficiary designation? .......................................... IZ! 0 IF THE ANSWER TO ANY OF THE ABOVE QUESTIONS IS YES, YOU MUST COMPLETE SCHEDULE G AND FILE IT AS PART OF THE RETURN. For dates of death on or after July 1, 1994 and before January 1, 1995, the tax rate imposed on the net value of transfers to or for the use of the surviving spouse is three (3) percent [72 P. S. Sect. 9116( a)(1.1 )0)). For dates of death on or after January " '995, the tax rate imposed on the net value of transfers to or for the use of the surviving spouse is zero (0) percent [72 P. S. Sect. 9116(a)(1. 1 )(ii)J. The statue does not exempt a transfer to a surviving spouse from tax, and the statutory requirements for disclosure of assets and filing a tax return are still applicable even if the surviving spouse is the only beneficiary. For dates of death on or after July 1, 2000: The tax rate imposed on the net value of transfers from a deceased child twenty-one years of age or younger at death to or for the use of a natural parent, an adoptive parent, or a stepparent of the child is zero (0) percent [72 P.S. Sect. 9116(a)(1.2)]. The tax rate imposed on the net value of transfers to or for the use of the decedent's lineal beneficiaries is four and one-half (4.5) percent, except as noted in 72 P.S. Sect. 9116(1.2) [72 P.S. Sect. 9116(a)(1)]. The tax rate imposed on the net value of transfers to or for the use of the decedent's siblings is twelve (12) percent [72 P.S. Sect. 9116(a)(1.3)J. A sibling is defined, under Section 9102, as an individual who has at least one parent in common with the decedent, whether by blood or adoption. . . REV-1508 EX+(6-98) COMMONWEAL TH OF PENNSYL VANIA INH ERITANCE TAX RETURN RESIDENT DECEDENT SCHEDULE E CASH, BANK DEPOSITS, & MISC. PERSONAL PROPERTY ESTATE OF W. Bennett Conner, Jr. Include the proceeds of litigation and the date the proceeds were received by the estate. All property jointly-owned with right of survivorship must be disclosed on Scheduel F. FILE NUMBER ITEM NUMBER DESCRIPTION Conseco Senior Health Insurance Company Refund VALUE AT DATE OF DEATH 679.75 2 Highmark Direct Pay Central Region Premium Refund 342.12 TOTAL (Also enter on line 5, Recapitulation) (If more space is needed, insert additional sheets of the same size) 1,021.87 . . REV-1510 EX+(S-98) COMMONWEAL TH OF PENNSYL VANIA INH ERITANCE TAX RETURN RESIDENT DECEDENT SCHEDULE G INTER-VIVOS TRANSFERS & MISC. NON-PROBATE PROPERTY ESTATE OF W. Bennett Conner, Jr. FILE NUMBER This sc hed ule must be completed and filed if the ans wer to any of questions 1 through 4 on the reverse side of the R EV-1500 COVE R SH E ET is yes. DESCRIPTION OF PROPERTY ITEM INCLUDE NAM E OF TRANSFEREE, RELATIONSHIP TO DECED ENT & DATE OF DEATH %OF DEC'S EXCLUSION TAXABLE NUM DATEOFTRANSFER. ATTACH COPYOFDEED FOR REAL ESTATE VALUE OF ASSET INTE REST (IF APPLICABLE) VALUE 1 1500 shares Pfizer Inc - Merrill Lynch #5RJ- 40,230.00 100% 0.00 40,230.00 11061 2 1700 shares Claymore Exchange Traded FD TR 46,176.25 100% 0.00 46,176.25 - Merrill Lynch #5RJ-11 061 3 872.9289 shares Exxon Mobil Corp - Merrill 67,654.17 100% 0.00 67,654.17 Lynch #5RJ-11061 4 700 shares Diamond Offshore Drilling Inc - 58,488.50 100% 0.00 58,488.50 Merrill Lynch #5RJ-11061 5 700 shares Anheuser Busch Cos Inc - Merrill 36,555.75 100% 0.00 36,555.75 Lynch #5RJ-11 061 6 4886.512 shares Henderson International - 119,572.95 100% 0.00 119,572.95 Merrill Lynch - #5RJ-11 062 7 4000 shares Van Kampen 593 Merrill Lynch # 40,800.00 100% 0.00 40,800.00 5RJ-11062 8 2170.791 shares VanKampen Strategic - Merrill 29,435.93 100% 0.00 29,435.93 Lynch #5RJ-11 062 9 8187.119 shares Van Kampen High - Merrill 91,204.51 100% 0.00 91,204.51 Lynch #5RJ-11062 10 3093.368 shares Henderson Global FDS - Merrill 112,753.26 100% 0.00 112,753.26 Lynch #5RJ-11 061 11 7183.73 shares Henderson Global FDS Inti 182,754.09 100% 0.00 182,754.09 apport A - Merrill Lynch #5RJ-11061 12 8028.577 shares Van Kampen Equity TRII - 99,474.07 100% 0.00 99,474.07 Merrill Lynch #5RJ-11 061 13 10377.579 shares Van Kampen Tax Exempt TR 115,606.23 100% 0.00 115,606.23 HI YLD MUN PT A - Merrill Lynch #5RJ-11 061 14 4000 shares Merrill Lynch & Co Inc MTM C LKD 36,800.00 100% 0.00 36,800.00 IDX - Merrill Lynch #5RJ-11 061 Total from continuation Schedule(s) 369,521.65 TOTAL (Also enter on line 7, Recapitulation) 1,447,027.36 (If more space is needed, insert additional sheets of the same size) . . Page 2 Estate of: W. Bennett Conner, Jr. Schedule G - Inter-Vivos Transfers and Misc. Non-Probate Property Item Num Description of Property Date of Death % of Dec's Exclusion Taxable Value of Asset Interest (if applicable) Value 49,750.00 100% 0.00 49,750.00 93,480.90 100% 0.00 93,480.90 4,078.85 100% 0.00 4,078.85 15 5000 Merrill Lynch & Co Inc Nt LK Russ - Merrill Lynch #5RJ-11 061 16 Merrill Lynch Money Market Account 5RJ-11 061 17 Merrill Lynch Money Market Account 641-11062 All assets listed as items 1-17 above were in an account in the name of W. Bennett Conner, Jr. Revocable Trust dated 10/28/02 Conner Trust A is the beneficiary of these assets 18 Merrill Lynch IRA account 641-1064 Beneficiary: Decedent's surviving spouse, Marcia B. Conner 222,211.90 100% 0.00 222,211.90 TOTAL. (Carry forward to main schedule) . . . . . . 369,521.65 . . Estate Valuation Date of Death: 04/15/2007 Valuation Date: 04/15/2007 Processing Date: 05/01/2007 Estate of: W. Bennett Conner Account: Merrill Lynch - #5RJ-11061 Report Type: Date of Death Number of Securities: 11 File ID: Conner, W. Bennett Trust - ML#5RJ-11061 Shares or Par security Description Mean and/or Div and Int Adjustments Accruals Security Value High/Ask Low/Bid 1 ) 700 ANHEUSER BUSCH COS INC (035229103) COM New York Stock Exchange 04/13/2007 04/16/2007 52.222500 36,555.75 52.50000 52.50000 51.82000 H/L 52.07000 H/L 2 ) 5000 MERRILL LYNCH & CO INC (59022C152 ) NT LK RUSS 08 Financial Times Interactive Data No pricing information 3) 700 DIAMOND OFFSHORE DRILLING INC (25271C102) COM New York Stock Exchange 04/13/2007 84.27000 83.15000 H/L 04/16/2007 85.00000 81.80000 H/L 83.555000 4) 872.9289 EXXON MOBIL CORP (30231G102) COM New York Stock Exchange 04/13/2007 77.67000 77.08000 H/L 04/16/2007 78.22000 77.04000 H/L 77.502500 5) 1700 CLAYMORE EXCHANGE TRADED FD TR (18383M506) ZACKS YLD HOG American Stock Exchange 04/13/2007 27.07000 26.95000 H/L 04/16/2007 27.37000 27.26000 H/L 27.162500 N/A ~Yc(15D , ~Y"ML 58,488.50 67,654.17 46,176.25 7) 4000 MERRILL LYNCH & CO INC (59022C715) MTM C LKD IDX Miscellaneous 04/13/2007 04/16/2007 36,800.00 9.20000 Mkt 9.20000 Mkt 9.200000 8) 1500 PFIZER INC (717081103) COM New York Stock Exchange 04/13/2007 04/16/2007 26.98000 26.97000 26.63000 H/L 26.70000 H/L 26.820000 40,230.00 9) 3093.368 HENDERSON GLOBAL FDS (425067709) EURO FOCUS A Mutual Fund (as quoted by NASDAQ) 04/13/2007 36.45000 Mkt 36.450000 112,753.26 10) 7183.73 HENDERSON GLOBAL FDS (425067840) INTL aPPORT A Mutual Fund (as quoted by NASDAQ) 04/13/2007 25.44000 Mkt 25.440000 182,754.09 11) 8028.577 VAN KAMPEN EQUITY TR II (92114U855) AMERN FRNCHS A Mutual Fund (as quoted by NASDAQ) 04/13/2007 12.39000 Mkt 12.390000 99,474.07 12) 10377.579 VAN KAMPEN TAX EXEMPT TR (92113R101) HI YLD MUN PT A Mutual Fund (as quoted by NASDAQ) 04/13/2007 11.14000 Mkt 11.140000 115,606.23 This report was produced with EstateVal, a product of Estate Valuations & Pricing Systems, Inc. If you have questions, please contact EVP Systems at (818) 313-6300 or www.evpsys.com. (Revision 7.0.4) Page 1 . . Date of Death: 04/15/2007 Valuation Date: 04/15/2007 Processing Date: 05/01/2007 Estate of: W. Bennett Conner Account: Merrill Lynch - #5RJ-ll061 Report Type: Date of Death Number of Securities: 11 File ID: Conner, W. Bennett Trust - ML#5RJ-ll061 Total Value: Total Accrual: Total: $796,492.32 + ~ q 3 J Y db .90 0l ()(LQ- Q (Y\.rif )Q.:-\- $796,492.32 $0.00 Page 2 This report was produced with EstateVal, a product of Estate Valuations & Pricing Systems, Inc. If you have questions, please contact EVP Systems at (818) 313-6300 or www.evpsys.com. (Revision 7.0.4) . . Estate Valuation Date of Death: 04/15/2007 Valuation Date: 04/15/2007 Processing Date: 04/30/2007 Estate of: W. Bennett Conner Trust Account: ML - #5RJ-11062 Report Type: Date of Death Number of Securities: 4 File 10: Conner, W. Bennett Trust - ML#5RJ-11062 Shares or Par Security Description High/Ask Low/Bid Mean and/or Div and Int Adjustments Accruals Security Value 1) 4886.512 HENDERSON GLOBAL FDS (425067824) INTL OPPORT C Mutual Fund (as quoted by NASDAQ) 04/13/2007 24.47000 Mkt 24.470000 119,572.95 2) 4000 VAN KAMPEN UNIT TRS (92117S725) UT593CECSMU5CM Miscellaneous 04/13/2007 04/16/2007 10.34000 10.32000 10.08000 A/B 10.06000 A/B 10.200000 40,800.00 3 ) Int: 0.04209 Ex: 04/05/2007 Rec: 04/10/2007 Pay: 04/25/2007 2170.791 VAN KAMPEN TAX FREE HIGH INCM (921128203) STRATG MUN B Mutual Fund (as quoted by NASDAQ) 04/13/2007 168.36 13 .56000 Mkt 13.560000 29,435.93 4) 8187.119 VAN KAMPEN TAX EXEMPT TR (92113R200) HI YLD MUN PT B Mutual Fund (as quoted by NASDAQ) 04/13/2007 11.14000 Mkt 11.140000 91,204.51 Total Value: Total Accrual: Total: $281,181.75 ~ ~ (J~V..ll.t ~t)-.~Q ~ J 8~ ~GO. lo 0 \ $281,013 .39 $168.36 Page 1 This report was produced with EstateVal, a product of Estate Valuations & Pricing Systems, Inc. If you have questions, please contact EVP Systems at (818) 313-6300 or www.evpsys.com. (Revision 7.0.4) . . Estate Valuation Date of Death: 04/15/2007 Valuation Date: 04/15/2007 Processing Date: 12/18/2007 Estate of: Conner, W. Bennett Trust Account: Merrill Lynch - 641-11061 Report Type: Date of Death Number of Securities: 4 File ID: Conner, W. Bennett Trust - ML#641-11061 Shares or Par security Description High/Ask Low/Bid Mean and/or Div and Int Adjustments Accruals security Value 1) 750 CLAYMORE EXCHANGE TRADED FD TR (18383M506) ZACKS YLD HOG American Stock Exchange 04/13/2007 27.07000 04/16/2007 27.37000 26.95000 H/L 27.26000 H/L 27.162500 20,371.88 2 ) 903.3 HENDERSON GLOBAL FDS (425067709) EURO FOCUS A Mutual Fund (as quoted by NASDAQ) 04/13/2007 36.45000 Mkt 36.450000 32,925.29 3 ) 937.263 HENDERSON GLOBAL FDS (425067840) INTL OPPORT A Mutual Fund (as quoted by NASDAQ) 04/13/2007 25.44000 Mkt 25.440000 23,843.97 4 ) 2007.89 VAN KAMPEN EQUITY TR II (92114U855) AMERN FRNCHS A Mutual Fund (as quoted by NASDAQ) 04/13/2007 12.39000 Mkt 12.390000 24,877.76 Total Value: Total Accrual: Total: $102,018.90 $102,018.90 $0.00 +- M L F ~\l' vtl)'\9..-f^.;,\- p, U ~ ~ \\I\~fr,O(J poL'0j NJ/t~J MOlllcP~l/J' -t- rI \J~ ~ NLQ;r \QJ f}n0J ~ d \ ~ \ g, 00 fot9-0 %;);}:), d}\. 9a Page 1 This report was produced with EstateVal, a product of Estate Valuations & Pricing Systems, Inc. If you have questions, please contact EVP Systems at (818) 313-6300 or www.evpsys.com. (Revision 7.0.4) . . REV-1511 EX+(10-06) COMMONWEALTH OF PENNSYLVANIA INH ERITANCE TAX RETURN RESIDENT DECED ENT SCHEDULE H FUNERAL EXPENSES & ADMINISTRATIVE COSTS ESTATE OF W. Bennett Conner, Jr. FILE NUMBER Debts of decedent must be reported on Schedule I. ITEM NUMBER DESCRIPTION AMOUNT A. FUNERAL EXPENSES: Myers Funeral Home 4,087.50 2 Rothermel's Florist 312.70 B. ADMINISTRATIVE COSTS: 1. Personal Representative's Commissions Name of Personal Representative(s) Street Address City State Zip Year(s) Commission Paid: 2. Attorney Fees 5,500.00 3. Family Exemption: (If decedent's address is not the same as claimant's, attach explanation) Claimant Street Address City State Zip Relationship of Claimant to Decedent 4. Probate Fees 5. Accountant's Fees 6. Tax Return Preparer's Fees 7 Merrill Lynch, quarterly fee for period 07/02/07-09/28/07 1,365.03 8 The Sentinel, legal advertising 142.66 9 Cumberland Law Journal, legal advertising 75.00 10 Merrill Lynch, quarterly fee for period 1 % 1/07 -12/31/07 1,453.79 11 Merrill Lynch, annual fee 50.00 TOTAL (Also enter on line 9, Recapitulation) 12,986.68 (If more space is needed, insert additional sheets of the same size) . . REV-1512 EX+(12-03) COMMONWEAL TH OF PENNSYL VANIA INH ERITANCE TAX RETURN RESIDENT DECEDENT SCHEDULE I DEBTS OF DECEDENT, MORTGAGE LIABILITIES, & LIENS ESTATE OF FILE NUMBER W. Bennett Conner, Jr. Report debts incurred by decedent prior to death which remained unpaid as of date of death, including unreimbursed medical expenses. ITEM VALUE AT DATE NUMBER DESCRIPTION OF DEATH Bethany Village 1,400.00 2 Quantum Imaging 122.00 3 Urology of Central PA 175.00 TOTAL (Also enter on line 10, Recapitulation) (If more space is needed, insert additional sheets of the same size) 1,697.00 . . REV-1513 EX+(9-00) COMMONWEAL TH OF PENNSYL VANIA INHERITANCE TAX RETURN RESIDENT DECED ENT SCHEDULE J BENEFICIARIES ESTATE OF W Bennett Conner, Jr. FILE NUMBER NUMBER I NAME AND ADDRESS OF PERSON(S) RECEIVING PROPERTY TAXABLE DISTRIBUTIONS [include outright spousal distributions, and transfers under Sec. 9116(a)(1.2)] RELATIONSHIP TO DECEDENT AMOUNT OR SHARE Do Not List Trustee(s) OF ESTATE Marcia B. Conner 5225 Wilson Lane Mechanicsburg, PA 17055-6670 Surviving spouse 615,037.47 Conner Trust A c/o Marcia B. Conner, Trustee 5225 Wilson Lane, Apt 4114 Mechanicsburg, PA 17055-6670 818,328.08 ENTER DOLLAR AMOUNTS FOR DISTRIBUTIONS SHOWN ABOVE ON LINES 15 THROUGH 18, AS APPROPRIATE, ON REV-1500 COVER SH EET II NON-TAXABLE DISTRIBUTIONS: A. SPOUSAL DISTRIBUTIONS UNDER SEe. 9113 FOR WHICH AN ELECTION TO TAX IS NOT BEING MADE B. CHARITABLE AND GOVERNMENTAL DISTRIBUTIONS TOTAL OF PART II - ENTER TOTAL NON-TAXABLE DISTRIBUTIONS ON LINE 13 OF REV-1500 COVER SHEET (If more space is needed, insert additional sheets of the same size) . . REV-1514 EX+(12-03) COMMONWEAL TH OF PENNSYL VANIA INH ERITANCE TAX RETURN RESIDENT DECEDENT SCHEDULE K LIFE ESTATE, ANNUITY & TERM CERTAIN Check Box 4 on REV-1500 Cover Sheet ESTATE OF W. Bennett Conner, Jr. This schedule is to be used for all single life, joint or successive life estate and term certain calculations. For dates of death prior to 5-1-89, actuarial factors for single life calculations can be obtained from the Department of Revenue, Specialty Tax Unit. Actuarial factors can be found in IRS Publication 1457, Actuarial Values, Alpha Values, Alpha Volume for dates of death from 5-1-89 to 4-30-99, and in Aleph Volume for dates of death from 5-1-99 and thereafter. Indicate the type of instrument which created the future interest below and attach a copy to the tax return. IX] Will 0 Intervivos Deed of Trust 0 Other FILE NUMBER LIFE ESTATE INTEREST CALCULATION NAMES(S) OF LIFE TENANT(S) DATE OF BIRTH NEAREST AGE AT TERM OF YEARS DATE OF DEATH LIFE ESTATE IS PAYABLE Marcia B. Conner 12/07/1925 81 lXf Life or 0 Term of Years - 0 Life or 0 Term of Years 0 Life or 0 Term of Years 0 Life or 0 Term of Years 0 Life or 0 Term of Years 1,211,153.65 0.32434 1. Value of fund from which life estate is payable ...................................... 2. Actuarial factor per appropriate table . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Interest table rate - 0 3 1/2% 06% o 10% IZI Variable Rate -5....6...% 3. Value of life estate (Line 1 multiplied by Line 2) ................................... 392,825.57 ANNUITY INTEREST CALCULATION NAMES(S) OF LIFE ANNUITANT(S) DATE OF BIRTH NEAREST AGE AT TERM OF YEARS DATE OF DEATH ANNUITY IS PAYABLE 0 Life or 0 Term of Years 0 Life or 0 Term of Years 0 Life or 0 Term of Years 0 Life or 0 Term of Years 1. Value of fund from which annuity is payable 2. Check appropriate block below and enter corresponding (number) . . . . . . . . . . . . . . . . . . . . . . . . Frequency of payout - 0 Weekly (52) o Quarterly (4) o Semi-annually (2) OBi-weekly (26) 0 Monthly (12) o Annually (1) 0 Other ( 3. Amount of payout per period ................................ . . . . . . . . . . . . . . . . . . . 4. Aggregate annual payment, Line 2 multiplied by Line 3 5. Annuity Factor (see instructions) Interest table rate - 0 3 1/2% 6. Adjustment Factor (see instructions) 06% o 10% o Variable Rate _% 7. Value of annuity - If using 3 1/2%, 6%, 10%, or if variable rate and period payout is at end of period, calculation is: Line 4 X Line 5 X Line 6 ..................... If using variable rate and period payout is at beginning of period, calculation is: (Line 4 X Line 5 X Line 6) + Line 3 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . NOTE: The values of the funds which create the above future interests must be reported as part of the estate assets on Schedules A through G of this tax return. The resulting life or annuity interest(s) should be reported at the appropriate tax rate on Lines 13 and 15 through 18. (If more space is needed, insert additional sheets of the same size) . . R EV-1649 EX+ (6-98) COMMONWEAL TH OF PENNSYLVANIA INH ERITANCE TAX RETURN RESID ENT DECED ENT SCHEDULE 0 ELECTION UNDER SEC. 9113(A) (SPOUSAL DISTRIBUTIONS) ESTATE OF W. Bennett Conner, Jr. Do not complete this schedule unless estate is making the election to tax assets under Section 9113(A) of the Inheritance & Estate Tax Act. If the election applies to more than one trust or similar arrangement, a separate form must be filed for each trust. This election applies to the Conner Trust A Trust (marital, residual A, B, By-pass, Unified Credit, etc.). If a trust or similar arrangement meets the requirements of Section 9113(A), and: a. The trust or similar arrangement is listed on Schedule 0, and b. The value of the trust or similar arrangement is entered in whole or in part as an asset on Schedule 0, then the transferor's personal representative may specifically identify the trust (all or a fractional portion or percentage) to be included in the election to have such trust or similar property treated as a taxable transfer in this estate. If less than the entire value of the trust or similar property is included as a taxable transfer on schedule 0, the personal representative shall be considered to have made the election only as to a fraction of the trust or similar arrangement. The numerator of this fraction is equal to the amount of the trust or similar arrangement included as a taxable asset on Schedule O. The denominator is equal to the total value of the trust or similar arrangement. FILE NUMBER Part A: Enter the description and value of all interests, both taxable and non-taxable, regardless of location, which pass to the decedent's surviving spouse under a Section 9113(A) trust or similar arrangement. Description Value Conner Trust A Total value of Trust is calculated to be $1,211,153.65. An election to pay Pennsylvania Inheritance Tax is made for this Trust; the taxable portion is $818,328.08. 1,211,153.65 Part A Total 1,211,153.65 Part B: Enter the description and value of all interests included in Part A for which the Section 9113(A) election to tax is being made. Description Value Conner Trust A Total value of Trust is calculated to be $1,211,153.65. An election to pay Pennsylvania Inheritance Tax is made for this Trust; the taxable portion is $818,328.08. 1,211,153.65 Part B Total 1,211,153.65 (If more space is needed, insert additional sheets of the same size) . . w. Bennett Conner, Jr. Revocable Trust Date of Death: April 15, 2007 Pa Rev 1500, Inheritance Tax Return Statement of Explanation re- Funding of Trust Article III of the W. Bennett Conner, Jr. Revocable Trust provides for the division of assets subject to the Trust on a fractional share basis. To be retained in trust as Conner Trust A is a fraction. The numerator is a sum equal to the applicable credit amount and the state death tax credit (provided that the use of this credit does not require an increase in state death taxes) allowable to his estate but no other credit and after taking account of property passing outside the Agreement of Trust which does not qualify for the marital or charitable deduction, and also after taking account of charges to principal that are not allowed as deductions in computing his Federal estate tax. The denominator is the value of the principal of the Trust. The balance, if any, is to be held in Conner Trust B. . . W. Bennett Conner Revocable Trust Date of Death: April 15, 2007 Pa Rev 1500, Inheritance Tax Return Amount Fractional Share Net Available To Fund Trust $ 1,211,153.65 100.000010 Cressler Trust A Funding Maximum Amount sheltered by Applicable Credit $ 2,000,000.00 Plus: State Death Tax Credit Shelter Less: Taxable Gifts $ Maximum Credit Shelter Amount $ 2,000,000.00 Pa Purposes Only: Initial Calculation, Conner Trust A $ 1,211,153.65 100.0000/0 Balance of Trust $ 0.000010 For Pennsylvania Inheritance Tax: Life Estate Portion Remainder Portion $ 392,825.57 $ 818,328.08 32.434010 67.566010 Inheritance Tax on IRA Inheritance Tax on Trust A $ $ 36,824.76 Total Inheritance Tax $ 36,824.76 Prepayment Discount Allowed $ (34,000.00) $ (1,789.47) $ 1,035.29 Net Inheritance Tax Due . w. Bennett Conner, Jr. Estate and Trust Date of Death: April 15, 2007 Rev 1500 Pa Inheritance Tax Return Basis of Calculation Item Total Gross Assets Less Propery Passing Outright to Spouse: Schedule G - IRA Total Outright Marital Gift Less: Schedule H Schedule I Total Deductions Net Subject to Revocable Trust . Amount $ 1,448,049.23 $ (222,211.90) $ (222,211.90) $ (12,986.68) $ (1,697.00) $ (14,683.68) $ 1,211,153.65 .--' . . L&st Will &illlJ T est&llleilllt OF W. BENNETT CONNER, JR. I, W. BENNETT CONNER, JR., of Silver Spring Township, Cumberland County, Pennsylvania, do nlake, publish and declare this to be my Last Will and Testament, hereby revoking all Wills and Codicils by Ine at any tiIne made. ITEM I: I direct that all inheritance and estate taxes becoIning due by reason of my death, whether payable by my estate or by any recipient of any property, shall be paid by the Executor out of the residue of my estate, as an expense and cost of administration of Iny estate. The Executor shall have no duty or obligation to obtain reimburseInent for any such tax so paid, even though on proceeds of insurance or other property not passing under this Will. ITEM II: I direct the Executor to pay the expenses of my last illness and funeral expenses from the residue of my estate as an expense and cost of administration of my estate. ITEM III: I specifically decline to exercise the Power of Appointrnent created by Iny wife in a certain Second Amended and Restated AgreeInent of Trust dated ~J-~ , 200A ITEM IV: If I die before nlY wife, MARCIA B. CONNER, I give to her all of Iny household furniture and furnishings, books, pictures, jewelry, silverware, automobiles, wearing apparel and all other articles of Page 1 ~ . . household or personal use or adornment and all policies of insurance thereon. If I do not die before illY wife, ~t\RCIA B. CONNER, I Illay leave a written list in my safe deposit box or elsewhere disposing of certain iteIlls of IllY tangible personal property. The Executor shall dispose of iteIns of my personal property as specified in the written list. If no written list is found in my safe deposit box or elsewhere and properly identified by the Executor within thirty (30) days after the probate of IllY Will, it shall be presumed that there is no other statenlent or list. .Any subsequent discovered list shall be ignored. I give to IllY children living at the time of IllY death any tangible personal property not set forth in a written list, to be divided anlong them as they shall agree. If my children are unable to agree, the Executor shall divide this property among my children in as nearly equal portions as the Executor, in the sole discretion of the Executor, deems practical, having due regard to the personal preferences of my children. ITEM V: I give the residue of my estate, not disposed of in the preceding portions of this Will, to my wife, MARCIA B. CONNER, as Trustee IN TRUST, to be administered and distributed in accordance with the , terms of a Second Amended and Restated Agreement of Trust executed by Ille and my wife, MARCIA B. CONNER, as Trustee and by me as Grantor on thedrYZ- day of (!)~ , 2COA. I confirm and ratify the Second Amended and Restated Agreement of Trust in every respect. ITEM VI: The Executor shall possess the following powers, exercisable without court approval and in a fiduciary capacity only: (a) To retain any investnlents I have at Iny death, including specifically those consisting of stock of any bank even if I have named that bank as the Executor. Page 2 ~ !~':':':",.~~'\"-P<>';-:' ~-" Page 3 . . (b) and to invest in bonds, stocks, notes, real estate securities orin other property, real or personal, without being restricted to so-called "legal investlnents", and without being limited by any statute or rule of law regarding investments by fiduciaries. (c) In order to divide the principal of my estate or make distributions, the Executor is authorized to distribute personal property and real property partly or wholly in kind, and to allocate specific assets among beneficiaries so long as the totallnarket value of each share is not affected by the division, distribution or allocation in kind. The Executor is authorized to make, join in and consummate partitions of lands, voluntarily or involuntarily, including giving of mutual deeds, or other obligations, with as wide powers as an individual owner in fee simple. (d) To sell either at public or private sale any or all real or personal property severally or in conjunction with other persons, and to consumlnate sale(s) by deed(s) or other instrument(s) to the purchaser(s), conveying a fee sinlple title. No purchaser shall be obligated to see to the application of the purchase money or to make inquiry into the validity of any sale. The Executor is authorized to make, execute, acknowledge and deliver deeds, assignments, options or other writings as necessary or convenient to carry out the powers conferred upon the Executor. (e) To mortgage real estate, and to nlake leases of real estate. ~ Page 4 . . (f) To borrow nloney froln any person, including the Executor, to pay indebtedness of nline or of my estate, expenses of adIninistration or inheritance, legacy, estate and other taxes, and to assign and pledge assets of nlY estate. (g) To pay all costs, taxes, expenses and charges in connection with the administration of my estate. (h) To Inake distributions of income and of principal to the proper beneficiaries, during the administration of Iny estate, with or without court order, in such Inanner and in such amounts as my Executor deems prudent and appropriate. (i) To vote shares of stock which form a part of my estate, and to exercise all the powers incident to the ownership of stock. (j) To unite with other owners of property similar to property in Iny estate to carry out any plans for the reorganization of any company whose securities fonn a part of Iny estate. (k) To disclaim any interest in property which would devolve to me or my estate by whatever Ineans, including but not limited to the following nleans: as beneficiary under a will, as an appointee under the exercise of a power of appointment, as a person entitled to take by intestacy, as a donee of an inter vivos transfer, and as a donee under a third-party beneficiary contract. ~ . . (1) To prepare, execute and file tax returns of any type required by applicable law, and to lllake all tax elections authorized by law. (Ill) To allocate adnlinistrative expenses to income or to principal, as the Executor deellls appropriate. However, no allocation to inconle shall be made if the effect of the allocation is to cause a reduction in the alllount of any estate tax Inarital deduction or estate tax charitable deduction. (n) To elllploy custodians of property, investment or business advisors, accountants and attorneys as the Executor deenls appropriate, and to compensate these persons from assets of my estate, without affecting the compensation to which the Executor is entitled. (0) To do all other acts in the Executor's judgment deemed necessary or desirable for the proper and advantageous managenlent, investment and distribution of the estate. ITEM VII: Any person who has died within thirty (30) days of my death, or under such circumstances that the order of our deaths cannot be established by proof, shall be deemed to have predeceased me. Any person (other than nlyself) who has died at the saIne tilne as any beneficiary under this \Vill, or in a C01111110n disaster with that beneficiary, or under such circlullstances that the order of deaths cannot be established by proof, shall be deelned to have predeceased that beneficiary. ITEIVI VIII: I appoint lny wife, MARCIA B. CONNER, to be the Executor. In the event of her death, inability or refusal to serve, I appoint ~ Page 5 . . CHRISTOPHER C. CONNER to be the Executor. In the event of the death, inability or refusal of both of the foregoing individuals to serve, I nOlllinate, constitute and appoint lllY daughter, PEGGY CONNER, to be the Executor. The Executor is are specifically relieved from the obligation of filing bond or entering security. IN WITNESS WHEREOF, I have set lllY hand and seal to this, lllY Last Will and Testament, consisting of this and the preceding FIVE (5) pages, at the end of each page of which I have also set nlY initials for greater security and better identification this J 1 day of ~ , 20 O~ $ ~ ~}. (SEAL) W. BENNETT CONNER, JR. We, the undersigned, hereby certify that the foregoing Will was signed, sealed, published and declared by the above-named Testator as and for his Last Will and Testalnent, in the presence of us, who, at his request and in his presence and in the presence of each other, have hereunto set our hands and seals the day and year first above written, and we certify that at the time of the execution thereof, the said Testator was of sound and disposing mind and memory. ~j;l ~ (SEAL) Residing at tfl!~~ a. &iL(Zn/~ ~ ~/ ZO:;---3 (SEAL) Residing at /7,i 1J11-- ~n: li)C ~ C/ '~hhtfl ffl (]Olf . . ACKNOWLEDGJ\1ENT COJ\1J\10N\VEALTH OF PENNSy~LVANIA ) ) SS: COUNTY OF L/Lv-vv-$.t-J v-v-"'- ) I, \7il. BENNETT CONNER, JR., Testator, whose name is signed to the attached or foregoing instruIllent, having been duly qualified according to law, do hereby acknowledge that I signed and executed the instrument as IllY Last Will and Testanlent; that I signed it ~Tillingly; and that I signed it as my free and voluntary act for the purposes therein expressed. \t..(. ~~ ~~(SEAL) W. BENNETT CONNER, J . Sworn to and subscribed before me this \ \ day of ~ '-N....Q.......,...,.~\;.(>. , 20 ())- . v.\- . \--- C"\ ~ /\ c-\....-\..._.(.~~- ,). ~~O....-"'y-(iv._./'k <-- Notary Public \.J (SEAL) LJ ." ..~-,,-. ."co. '.'.C' '="";'-"'~l NOT ARII\L SEf\L PATRICIA D. OLYARf~IK, Notary Public . Hampd~n Twp.. Cumber;;:nd County I My .fsr12T~~12~l_s~p~r_e:; ~':-'2l~~i ??,,_~95 -' My COIllIllission Expires: . . AFFIDA VIT COMl\10NWEALTH OF PENNS'YLV..i\NIA. ) ) SS: COUNTY OF U.....---.l:-{~ c~.vl.. ) \Ve, i/d#~&vh~~ and ;1{t:rf{;(J(' If (!r;/((I\C" , the Witnesses whose naInes are signed to t~e attached or ~regOing instrument, being duly qualified according to law, do depose and say that we were present and saw Testator, W. BENNETT CONNER, JR., sign and execute the instrument as his Last Will and Testalnent; that Testator signed willingly and that he executed said Will as his free and voluntary act for the purposes therein expressed; that each of us in the hearing and sight of the Testator signed the Will as Witnesses; and that to the best of our knowledge the Testator was at that time eighteen (18) or more years of age, of sound mind and under no constraint or undue influence. ~/Jf~ Witness vn{-1J ~ 4.(; o d. (lditJAAJU Witness Sworn to and subscribed before lne this \ \ day of \,\;.".,re._~e__ , 20Uy'-,. /. ) ~,. "\'. ,~------" ""'" '-', , ->; c -;.kx::,,--,,'C'^-'C,"'- \) \..___.'Jl/\./-t~,./v~."",,.\.-<---- Notary Public \,,_) (SE..i\L) ___ , __,.=:,,_;:'~=--~'-"cc-::'c:'C-----\ r- t'OTAe~\t\L ,,,.Al 1 I \ \1 ':/.'" R'jJ\Y: Notary Publ\c I \ ." ,-" ,h ~., I PA1R\Cli"', l.)~ OL r"mbor\and County i Hampden llJ~P~:..I;{(.~ fUJust 27, 2005_j '! r- 0'1"''''''\'5:;:0, 1 ,-.J.D,. ','" ',~..-_.---' L~~-.~--"~':'-"-""'-"-'-"~ My COlnInission Expires: . . SECO)NJO Al~lENJDJED ,ANJD lRJE:~rri\~rlEID lifJB:,lO(C.AlBILJ[i: A(1[{[~lE.~lENT OF TRUS1'1 ~T. BENNETT CONNER, JR. REVOCABLE TRUST AlVIENDED iiND HESTATED AGREENIENT OF TRUST made this )~ day of O~ ~ ' 2001, by Vl. BENNETT CONNER, JR., of Silver Spring Township, Cunlberland County, Pennsylvania, as Grantor, (the "Grantor"), and l\1ARCIA B. CONNER and \V. BENNETT CONNER, JR., as Trustees, (collectively the "Trustee"). \iVITNESSETH: \VHEREAS, Grantor established a Revocable Living Trust by Agreenlent dated August 10, 1999; and \VHEREAS, Grantor anlended and restated the Agreenlent of Trust by Alllended and Restated Revocable Agreenlent of Trust dated January 9, 2002; and \NHEREAS, Grantor retained the right to anlend the Revocable .l\greelllent of Trust in ARTI CLE XIV thereof; and WBEREAS, Grantor desires to anlend ancl1'8state the Revocable Agreelnent of Trust. NOVV, T!-IEREFORE, in consideration of the covenants in this Agreell1ent, Grantor and Trustee agree as folloyvs: ARTICLE 1: Grantor \vil] transfer and convey to Trustee the Trust Property. Trustee a grees to hold and adnlinister the Trust Property and . . any additions to the Trust Property, as Trustee, IN 'TRUST NE\TERTHELESS, for the uses and purposes set forth in this Agreell1ent. During the lifetill1e of Grantor: ARTICLE II: (a) Trustee shall ll1anage and invest the Trust, collect the inCOllle and pay over the net inccnne in convenient installnlents to Grantor during Grantor's lifetinle. (b) During the lifetinle of Grantor, Trustee shall pay to (iran1:or so 111 uch, even if all, of the principal of the Trust as Grantor 111ay froln tilne to tilne request in writing. (c) Trustee lnay also expend so much of the principal of the Trust as n1ay be necessary and/or advisable to supplenlent Grantor's incolne in order to provide support and Inaintenance, including lnedical, hospital, nursing and nursing h0111e care for the Grantor. ARTICLE III: Upon and after the death of Grantor: (a) Trustee shall pay over to the Executor of Grantor's estate so n1uch of the principal as shall be required to pay all specific bequests provided in Grantor's \Vill and inheritance and estate taxes, funeral and adnlinistra hon costs which 111ay be incurred with respect to Grantor's estate. (b) Trustee thereafter shall, if Grantor predeceases Grantor's wife, l\1ARCIA B. CONNER, divide the remaining Trust Property, proceeds fnHll or on account of insurance policies, and any other assets 2 . . payable to Trustee (collectively the ((principal") into two (2) parts, each of which shall be held in trust and constitute a separate Trust Fund, to be known as "Trust A" and "Trust B": "Trust A": There shall be placed in "Trust A" that fraction of the total principal of which the nunlerator shall be a SUln equal to the largest anlount that can pass free of Federal estate tax by reason of the applicable credit anlount and the state death tax credit (provided that the use of this credit does not require an increase in sta te death taxes) allowable to Grantor's estate but no other credit and after taking account of property passing outside of this AgreeI11ent of Trust vvhich does not qualify for the 1uarital or charitable deduction and after taking account of charges to principal that are not allowed as deductions in conlputing Grantor's Federal estate tax, and of which the deno111inator shall be the value of the total principal. For purposes of establishing this fraction, the values finally fixed in the Federal estate tax proceeding relating to Grantor's estate shall be used. Grantor recognizes that the nlU11erator of the fraction 111ay be zero (0), in which case no property shall pass to "Trust A" and that the nU111Crator 1TIay be affected by the action of the Executor of Grantor's estate in exercising certain tax elections. "Trust B": The balance of the principal not placed in "Trust A" shall be placed in "Tru.st B". ARTICLE IV: The following provisions shall apply to "Trust A": 3 . . (a) Trustee shall pay the net incon1e arising iron1 the principal of this Trust in convenient, at least annual instalhnents to Grantor's wife, M.A.RCIA B. CONNER, during her lifetinle. (b) During the life of Grantor's wife, ]VIARCIA B. CONNER, Trustee shall pay to or for the benefit of Grantor's wife so n1 uch of the principal of this Trust as lnRY be necessary, in the discretion of Trustee, for the proper support, nlaintenance and nledical care of Grantor's wife. (c) Upon the death of Grantor's wife, :rv1ARCIA B. CONNER, or upon Grantor's death, if Grantor survives Grantor's wife, Trustee shall convey and pay over all of the relnaining assets, to one or all, or less than all, of Grantor's issue, in the anlounts or proportions, and in such lawful interest or estates, ~Thether absolutely or in trust, as Grantor's wife lnay have directed, either by instrU111ent filed with Trustee during her lifetinle, exercising this Power of Appointlllent, or by her Last \iViU and Testalnent. (d) The Trustee shall distribute the unappointed property as follows: (i) Of the balance for distribution, the Trustee shall first distribute to each of Grantor's children, PEGGY CONNER and CI-IRISTOPIIER C. CONNER, cash or property valued at TvVO HUNDRED TI-IOUSAND ($200,000) DOLLARS, reduced, however, by any gifts lnacle by Grantor, or Grantor's ,vife, to Grantor's child or to any child of Grantor's child. If either of Grantor's 4 . . nalned children is not living at the tinle of distribution, this gift shall be held as a portion of the separate Trust for the benefit of the issue of that child, per stirpes. Grantor's wife is 111aking a silnilar provision in her Agreenlent of Trust, and it is Grantor's desire that the total sunl payable to each of PEGGY CONNER and CI-IRISTOPHER C. CONNER under this provision in both Grantor's Agreenlent of Trust and Grantor's wife's Agreenlent of Trust equals T\VO HUNDRED THOUSAND ($200,000) DOLLARS, reduced by gifts 11lade to that child and to his or her children. (ii) Trustee shall divide the relnaining unappointed property into as 111any equal parts are there are then living children of Grantor and then deceased children of Grantor represented by then living issue. Trustee shall pay one share to each of Grantor's children. PEGGY CONNER and CHRISTOPI-IER C. CONNER, shall hold one share as a separate Trust for the benefit of Grantor's child, IVIONA D. CONNER, and shall hold one share as a separate Trust for the benefit of the issue of each deceased child of Grantor, per stirpes. (e) In the Trust established for Grantor's daughter, 1\10NA D. CONNER: (i) Trustee shall pay the net inc0111e in con\'enient, at least annual installnlents to Grantor's daughter, MONA D. CONNER. 5 . . (ii) Trustee shall pay to or for the benefit of Grantor's daughter, l\10NA D. CONNER, so ll1uch of the principal of this Trust as the Trustee, in the discretion of Trustee, considers necessary for her support, l11aintenance and 111edical care. (iii) Upon the death of Grantor's daughter, l\,fONA D. CONNER, Trustee shall distribute the relnaining principal to the then living issue, per stirpes, of Grantor's daughter, subject to the Trust provisions of paragraph (f) of this Article if any issue has not attained the age of twenty-five (25) years at the tiule of her death. If Grantor's daughter, MONA D. CONNER, has no living issue at the tilne of her death, the remaining principal shall be paid to Grantor's then living issue, per stirpes, again subject to the Trust provisions of paragraph (f) of this Article if any issue has not attained the age of twenty-five (25) years at the tinle of her death. (f) The Trustee shall divide each share set apart for the issue of a deceased child of Grantor into separate per stirpital shares for each issue (each the "Beneficiary" of his or her Trust), to be held as separate trusts. The Trustee shall adnlinister each share as a separate Trust, as follows: (i) Trustee shall pay to or for the benefit of the Beneficiary so 111uch of the net inC01l1e, in convenient, at least annual installll1ents, as is necessary, in the sole cliscretion of the Trustee, for the proper support, 6 . . ll1aintenance, nledical care and education of the Beneficiary. Inco111e not distributed shall be accu111ulated and added to principal. (ii) The Trustee shall also pay to or for the benefit of the Beneficiary so llluch of the principal as the Trustee, in the discretion of the Trustee, considers necessary to lllaintain the beneficiary in the proper station in life, including proper support, lllaintenance, 111edical care and college or higher education. (iii) Upon the attaiulllent of the age of twenty- five (25) years by the Beneficiary, the Trust shall tenninate and the Trustee shall distribute to the Beneficiary the rel11aining assets of the Trust. (iv) Should the Beneficiary die before final distribution of the assets of his or her Trust, the Trust shall tenninate and the Trustee shall pay the assets of the Trust to the then living issue of the Beneficiary, per stirpes. I--Iowever, if any issue has not attained the age of tvventy-one (21) years at the tilne of distribution, the Trustee shall continue to hold the share for that issue as Custodian under the Pennsylvania Unifornl Transfers to 1\1inors Act for the benefit of that issue. (v) If at any tiule before final distribution of the assets of any of the Trusts adlllinistered under this paragraph, there are no living beneficiaries of the Trust, 7 . . the Trust shall terlllinate, and its assets shall be added to the other then existing Trust(s) created under this Agl'ee111ent for the benefit of the other issue of Grantor's deceased child, in the saIne proportion by which the Trusts were originally funded. However, if any Trust has tenninated by payn1ent of its principal to its beneficiaries, the beneficiaries who received the principal of that Trust shall collectively be considered an "existing Trust" for the purpose of this paragraph, and the share v,Thich would have been added to that Trust shall be paid directly to the beneficiaries who received the assets in the Sa111e proportion by which they received the assets of the Trust. If any beneficiary is deceased, the share of that beneficiary shall be paid to the then living issue of that beneficiary, per stirpes. (g) In the event Grantor is not survived by his wife, ]\1ARCIA B. CONNER, or any issue, or in the event there are no issue of Grantor surviving upon the tennination of any Trust, the principal shall be distributed as follows: (i) T\VO-THIRDS (2/3) to CORNELL COLLEGE, IVloLlnt Vernon, 10\\1a; and (ii) ONE-THIRD (1/3) to DICI(INSON COI--ILEGE, Carlisle, Pennsylvania. ART'ICLE V: The following provisions shall apply to "Trust B": 8 . . (a) Trustee shall pay the net incon18 arising fron1 the principal of this Trust in convenient, at least annual installn1ents to Grantor's \\'ife, I\1ARCIA B. CONNER, during her lifetinle. (b) During the life of Grantor's wife, MARCIA B. CONNER, Trustee shall pay to or for the benefit of Grantor's wife so In uch of the principal of this Trust as luay be necessary, in the discretion of Trustee, for the proper support, I11aintenance and Inedical care of Grantor's wife. (c) Upon the death of Grantor's wife, I\1ARCIA B. CONNER, the Trustee shall transfer the principal of this Trust to "Trust A" to be held, adnlinistered and distributed in accordance with the provisions of ARTI CLE IV of this Agreelnent. (d) If Grantor's wife, MARCIA B. CONNER, should not survive Grantor, the provisions of "Trust B" shall be void. The part of the principal which would have constituted "Trust E" shall be added to IlTrust All to be disposed of in accordance with ARTICLE V of this Agreel118nt. (0) The Executor of Grantor's estate, and the Trustee, as the case ll1ay be, are each authorized in their exclusive and unrestricted discretion to detennine whether to elect (under Sectioll 2056(b)(7) of the Internal Revenue Code of 198G as anlcnded, or any corresponding provision uf the Federal estate law), to qualify all, none or a fraction of llTrust E" for the Federal estate tax marital deduction. The decision of the Executor and Trustee with respect to this election shall be binding upon all persons. Only property which is fully eligible for the ll1arital 9 . . deduction under Federal estate tax la,\' shall be assigned to "Tl'ust B". Notwithstanding anything to the contrary contained in this Agreelnent, the Trustee shall not retain or invest in any property which is or beconles unproductive. Notvvithstanding the provisions of paragraph (c) of this Article, the Trustee shall pro111ptly pay to the Executor of Grantor's wife's estate, out of the principal of this Trust upon the death of Grantor's ",rife, an cunount equal to the estate, inheritance, transfer, succession and other death taxes ("death taxes"), Federal, state and other, payable by reason of the inclusion of the value of Trust property in Grantor's wife's estate. This paYluent shall equal the alllount by which (1) the total of the death taxes paid by Grantor's wife's estate exceeds (2) the total of the death taxes vvhich would have been payable if the value of "Trust B" had not been incl uded in her estate. The detennination of the alnount due shall be based upon values as finally detennined for Federal estate tax purposes in Grantor's wife's estate. After paYluent of the anlount detennined to be due hereunder, the Trustee shall be discharged froln any further liability with respect to paYlnent. Grantor's V\Tife lllay waive her estate's right to paynlent under this subparagraph by \Vill, executed after Grantor's death, in which she specifically refers to this right. AETICLE VI: Grantor, or any other person, from tillle to tilne, with the consent of Trustee, lnay lllake insurance policies on the life of Grantor subject to the tenllS of this Agreelnent, or give or otherwise transfer any other property, real, personal 01' lnixed, to Trustee, to be adnlinistered and distributed in accordance with the provisions of this Agreelnent. 10 . . ARTICLE "VII: No part of the inC0111e or principal of the property held under any Trust created under this Agreenlent shall be subject to attachnlent, levy or seizure by any creditor, spouse, assignee or trustee or receiver in bankruptcy of any beneficiary prior to actual receipt by the beneficiary of the inconle and/or the principal. Trustee shall pay the net inC0111e and the principal to the beneficiaries specified in this AgreeUlent, as their interests 111ay appear, without regard to any attenlpted anticipation, pledging or assiglllnent by any beneficiary, and without regard to any clailn thereto or attelllpted levy, attachnlent, seizure or other process against the beneficiary. ARTICLE'VIII: Trustee shall possess, anlong others, the follo\ving powers each of \vhich nlay be exercised without court approval and in a fiduciary capacity only: (a) To vary or to retain investlnents, including the stock of any corporate Trustee nalned herein, when deelned desirable by Trustee, and to invest in such bonds, stocks, notes, real estate nlortgages or securities or in such other property, real or personal as Trustee shall deenl wise, without being restricted to so-called "legal investnlents" and \vithout being lilllited to any statute or rule of law regarding investnlents by fiduciaries. (b) In order to effect a division o[ the principal of a Trust or [or any other purpose, including any final distribution o[ a Trust, Trustee is authorized to 111ake said divisions Of distributions of the personalty and realty, partly or wholly in kind, and to allocate specific assets al1l0ng beneficiaries and Trusts created hereunder so long as the total111arket value of any share is not affected by such allocations. Should it appear desirable to partition any real estate, Trustee is ] ] . . authorized to make, join in and C0l1SU111111ate partitions of lands, voluntarily or involuntarily, including giving of 111utual deeds, recognizance, or other obligations with as wide powers as can be exercised by an individual owner in fee sinlple. (c) To sell either at public or private sale and upon such te1'1ns and conditions as Trustee Inay deeD1 advantageous to a Trust, any or all real or personal estate or interests therein owned by a Trust severally or in conjunction with other persons, and to conSUIllInate said sale or sales by sufficient deeds or other instruments to the purchaser or purchasers, conveying a fee siInple title, free and clear of all trust and without obligation or liability of the purchaser or purchasers to see to the application of the purchase Inoney, or to make inquiry into the validity of said sale or sales; also, to IHake, execute, acknowledge and deliver any and all deeds, assignIl1ents, options or other \vritings which 111ay be necessary or desirable in carrying out any of the powers conferred upon Trustee in this paragraph or elsewheI'8 in this instrun1ent. (d) To nlortgage real estate, and to Inake leases of real estate, extending beyond the tern1 of the Trusts hereunder. (e) To borrow 1110ney f1'01n any party, including Trustee, to pay indebtedness of a Trust and taxes, and to assign and pledge assets of a Trust therefor. I-Iowever, this paragraph shall not be construed to authorize borrowing fron1 "Trust B". (f) To pay all costs, taxes, expenses and charges in connection \vith the adlninistration of a Trust, including a reasunable 12 . . C0111pensation to agents. If any estate or inheritance taxes are payable froIn Trust Property, those taxes shall be paid froI11 "Trust A". (g) In the discretion of Trustee, to unite with other owners of sin1i1ar property in carrying out any plans for the reorganization of any corporation or C0l11pany whose securities fonn a part of a Trust. (h) To vote any shares of stock which fonn a part of a Trust, and to exercise all powers incident to the ownership of stock. (i) To assign to and hold in trust an undivided portion of any asset. 0) To prepare, execute and file tax returns of any type required by applicable law, and to 111ake all tax elections authorized by law. (k) To en1ploy custodians of property, investInent or business advisors, accountants and attorneys as the Trustee deeins appropriate, and to conlpensate these persons fro111 assets of any Trust under this Agl'eelnent, without affecting the compensation to which the Trustee is entitled. (1) To divide any Trust into two or 11101'e separate Trusts so that inclusion ratio for purposes of the generation-skipping transfer tax shall be either zero or one, in order that an election under Section 2G52(a)(3) of the Internal Revenue Code Il1aybe 111ade with respect to one of the separate Trusts, or for any other reason. 13 . . (111) To allocate adn1inistrative expenses to incoI11e or to principal, as the Trustee deen1 appropriate. However, no allocation to inCOll1e shall be l11ade if the effect of the allocation is to cause a reduction in the all10unt of any estate tax Inarital deduction or estate tax charitable deduction. (n) To purchase assets froll1, or ll1ake loans to, the estate of the Grantor. All assets HILISt be purchased at fair Inarket values at the tilne of purchase. Any loan nlust be adequately secured and 111USt bear interest at a rate prevailing at the bIne of the loan. The Trustee shall incur no liability for purchasing assets fron1 the estate of the Grantor, even if the property is not the kind in which Trustee is authorized by law to invest trust funds. (0) To do all other acts in its judgment cleenled necessary or desirable for the proper and advantageous 11lanagelnent, investlnent and distribution of the Trusts. ARTICLE IX: The Trustee is authorized to distribute principal and/or incoIne in anyone or n10re of the following ways if the Trustee, in the sole discretion of the T'rustef\ considers the beneficiary unable to apply distributions to the beneficiary's own best interests, or if the beneficiary is under a legal disability: (a) Directly to the beneficiary; (b) To the Trustee, or to another person selected by the Trustee, as custodian uncler the Pennsylvania U nifonn Transfers to l\1inors Act as to a beneficiary under the age of twenty-one (21) years; ]4 . . (c) To a relative of the beneficiary, to be expended by that relative for the benefit of the beneficiary; or (d) By directly applying distributions for the benefit of the beneficiary. However, the provisions of this Article shall not apply to any distributions to Grantor's wife froll1 Trust B, if the effect would be to jeopardize the ll1arital deduction, if l11ade, for that Trust. ARTI CLE X: In the absence of actual know ledge of a breach of trust, or infonllation concerning a possible breach of trust that would cause a reasonable person to inquire, a successor Trustee is under no duty to exall1ine the accounts and records of any predecessor Trustee, or to inquire into the acts or 0111issions of such predecessor, is not liable for any failure to seek redress for any act or 0111ission of such predecessor, shall have responsibility only for property which is actually delivered to such successor by such predecessor and shall have all of the powers conferred upon a Trustee hereunder. ARTICLE XI: The Trustee, on an annual basis, shall provide each inC0111e beneficiary who has attained the age of eighteen (18) years, and the Guardian of the person of any inCOll1e beneficiary who has not attained the age of eighteen (18) years, statell1ents showing transactions each Trust established for the benefit of that beneficiary. The beneficiary, or the Guardian of the person of that beneficiary, 111ay waive this right to receive an annual accounting. The Trustee 11lay, at any ti1ne, settle any account, or questions concerning tbe adn1inistration of any Trust established hereunder, by agreenlent with the then current income beneficiaries of the Trust, if legsJly C0111petent, or if not legally COlnpetent, in the Trustee's sole discretion, then with the Guardian of the person of such beneficiary, 15 . . the legally conlpetent spouse of such beneficiary, or the oldest legally cOlnpetent relative of such beneficiary who would take a portion of the estate of the beneficiary 'were the beneficiary to die at that time intestate under the laws of the C01111nOnwealth of Pennsylvania. Any agreelllent Inade hereunder shall bind all persons who lllay ever have an interest in such Trust, and shall constitute a release and discharge of the Trustee with respect to transactions disclosed in said Agreenlent. Nothing herein shall be construed to preclude the Trustee frol11 seeking a judicial settlelllent of any account. ARTICLE XII: Any person who shall have died at the sanle till1e as Grantor, or under such circull1stances that the order of deaths cannot be established by proof, or within thirty (30) days of Grantor's death, shall be deellled to have predeceased Grantor. Any person (other than Grantor) who shall have died at the saIne till1e as any then recipient of inCOllle or under such CirCU111stances that the order of deaths cannot be established by proof, shall be deelned to have predeceased that beneficiary. ARTICLE XIII: Should Grantor or Grantor's wife, by \Vill or Agreell1ent of Trust, establish for the benefit of Grantor's children and their issue Trusts sill1ilar to the Trusts created under this Agreenlent, the Trustee of each of the Trusts created under this Agreell1ent shall have the right of Inerging it with any sinlilar Trust for the saIne beneficiaries created by Grantor or Grantor's wife and operating each of the 111erged Trusts as a single Trust. ARTICLE XIV: Grantor reserves the right to anlend, 111oclify, or revoke this Trust. AR'rICLE XV: respect to Trustees: Grantor 111akes the following provisions with ]6 . . (a) In the event that both Grantor and I\1ARCIA B. CONNER are unable or refuse to serve as Trustee, CI-IRISTOPHER C. CONNER shall serve as Trustee. In the event that he is unable or refuses to serve as Trustee, PEGGY CONNER shall serve as Trustee. Thereafter, each Trustee shall have the power to appoint his or her successor. (b) Each appointnlent of a successor Trustee shall be in 'writing and shall be filed vvith the court in the jurisdiction which is the situs of the Trust. The written instrlll1l8nt shall be signed by the person having the povv-er to luake the appoinbnent. (c) The Trustee shall have the right to receive reasonable cOlupensation for services rendered. (d) The Trustee shall not be liable or accountable for any loss that n1ay result froll1 the good faith exercise. of the authority granted in this Agreen1ent. (e) The Trustee is specifically relieved froll1 the duty of filing bond or entering security. ARTICLE XVI: The initial situs of this Trust shall be CUlnberland County, Pennsylvania. The Trustee lnay detennine, fron1 ti111e to tinle, to change the situs of any Trust established under this Agreenlent. J-Iowever, no change in situs shall be effective until written notice shall have been provided to the inCOlne beneficiary of the Trust. ] 7 . . IN \iVITNESS V\THEREOF, \iV. BENNETT CONNER, JR. has hereunto offered his hand and seal as Grantor and :MARCIA B. CONNER and \iV. BENNETT CONNER, JR. have offered their hands and seals as Trustees all on the day and year first above written. GRANTOR: ~~[f~> x~~o~, (SEAL) TRUSTEES: \ J~t0v,t3, ~ IVIARCIA B. CONNER Y.f\dr31~~ W. BENNETT CONNER, JR. (SEAL) (SEAL) . . COIVIl\10NvVEALTH OF PENNSYLVANIA COUNTY OF ~r€---\Gh..t;\.... ss: On this, the)f' day of Ol:7\:;. , 2C?>--, before llle, a Notary Public, the undersigned officer, personally appeared \IV. BENNETT CONNER, JR. and l\1.A.RCIA B. CONNER, known to nle (or satisfactorily proven) to be the persons whose naInes are subscribed to the within instruIl1ent, and acknoV\rledged that they executed the sallIe for the purposes therein contained. IN v\TITNESS WHEREOF, I hereunto set 111Y hand and notarial seal. V~\).~~~ Notary Public . My Comnlissiol1 Expires: (SEAL) NOTARIAL-SEAL --.-----~l PATRICIA D. OLYARNIK, Notary Public I Hampden Twp., Cumberland County i My Commission E~2!!.:~ AU1~~~~.~~.~~~_.,.! . SCrlEDULE "A'l \ 90554 _ \ . \ COlvHvl0hlWEALTH OF PEhJNSYLVANIA DEFA.RTtvlEhlT OF REVENUE 5URE.C\U OF INDIVIDUL\L TAXES DE~T 22':.601 rlARRISBUr;G. F'C\ 17 i 2S.iJ6D 1 . REV-1162 EXi11-96) . RECEIVED FROM: PENNSYLVANIA INHERITANCE AND ESTATE TAX OFFICIAL RECEIPT CONNER MARCIA B 5225 WILSON LANE APT 4114 MECHANICSBURGJ PA 17055 -------- fold EST A TE IN FORMA TI ON: SSN: 178-18-5269 FILE NUMBER: 2107-0663 DECEDENT NAME: CONNER W BENNETT IDA TE OF PA YMENT: 07/16/2007 POSTMARK DATE: 07/1 6/2007 COUNTY: CUMBERLAND DA TE OF DEATH: 04/16/2007 NO. CD 008411 ACN ASSESSMENT CONTROL NUMBER /~rVlOUNT 101 I $34JOOO.00 I I .-- I I ..-- I I I I TOTAL AMOUNT PAID: REMARKS: RECEIPT TO A TTY CH ECI<# 1036 SEAL INITIALS: CJ RECEIVED BY: TAXPAYER $3tr-,OOO.OO GLENDA FARNER STRA.SBAUGH REGISTER OF WILLS ~- J8tflSOd 01 a ~ m tA- HTIS\f, ~ ~. . .~- N -.::t 0. ~. -' v I"'- CJ [T" CJ ru U') ..D ru M CJ CJ CJ CJ I:(] ..D ru I"'- CJ CJ I"'- u: c.:: 0:. c~ ') - -- ca ~ UJ UJ ca - (.) ..... ~ -- LL ~..,- , ...: ')'~ ""'" ','5' II ! "~'I' .. ~ ,tJ ,~ I ',' " . ~ l o o ~ <l) ~ '-M ::s~ CfJo ~"'l:'-- <l) ......-t ~~ ~o..; CfJ "' ...c:<l) ~C:: C\l:>" ......-to ...c:E ~ <l) 5~ z Lr:i M ~ ~~ ~ ~ "t:S =.....:- ~ ca ~O~..c: ~ 0= ca ~==<=: ~Q) ~~~ o = =' ~ 00 = cr~ = OrnO ~UQ)~ ~"tS00< ~ ; 5 ~ ~ ~..s::l ... Q) ~ ~ Q) ~ CI) ~ ~ 00 ~ = o~ 0.-4 ~ 0 ~ ~ = U ~ ~U~U o ~