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HomeMy WebLinkAbout88-00219 TRUST COURT OF COMMON PLEAS OF Cumberland COUNTY PENNSYLVANIA , ORPHANS' COURT DIVISION NAME OF TRUST (TRUST UNDER WILL OF Herman H WaKner, Sr. (Skip Trust) or TRUST UNDER DEED OF DATED ) No. 21-1988-219 PETITION FOR ADJUDICATION / STATEMENT OF PROPOSED DISTRIBUTION PURSUANT TO Pa. O.c. Rule 6.9 !.' ZJI i); DCe (') (;0 '" J.J )"0 ; -I (') ) :r,; r:;, '::iJ . en:;>:;; :3q ~ 1''''' c::::> C~ co _ii!. ):... -< w -0 .....,.- -..;,'j.-,.. N o --.J This form may be used in all cases involving the Audit of Trust Accounts. If space is insufficient, riders may be attached. INCLUDE ATTACHMENTS AT THE BACK OF THIS FORM. Name of Counsel: Robert R. Church, Esq. Supreme Court J.D. No.: 40385 Name of Law Firm: Keefer Wood Allen & Rahal, LLP Address: 210 Walnut Street, P.O. Box 11963, Harrisburg, PA 17108-1963 Telephone: 717-255-8059 Fax: 717-255-8003 Form OC-02 rev 10.13.06 Page 1 of 10 r'.:; :A~J rY'1 C) ~::~~ ;~-j t n_j ,::-~~.1 -; <:::J ..-, , ':'il : '7. ,-25 .. ... ,'" ~ Name of Trust: Trust Under the Will of Herman H. Wagner, Sr. ("Skip Trust") 1. Name(s) and addressees) ofPetitioner(s): Petitioner: Petitioner: Name: David E. Fritchey, Trustee Address: 915 Greenway Avenue Morrisville, P A 19067-1023 2. Check if any of the following issues are involved in this case: A. Appointment of Trustee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. 0 B. Interpretation ................................................... 0 C. Discharge of Trustee ............................................. 0 D. Transfer of Situs. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. 0 E. Appointment of Ad Litem . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. 0 F. Minor, Unborn or Unascertained Beneficiary(ies) ...................... 0 G. Principal Distribution. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . " 0 H. Partial/Full Termination of Trust . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. 0 I. Missing Beneficiary(ies) .......................................... 0 1. Cy Pres . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. 0 K. Williamson Issue* ............................................... 0 L. Other Issues .................................................... lZl List: The Trustee seeks approval of the Trustee's administration of the trust property and the various discretionary income and principal distributions made during the accounting period. Please note: A detailed explanation of issues checked should be set forth at item 13 below. * See Williamson Estate, 368 Pa. 343, 82 A.2d 49 (1951), if Trustee was also Executor of the settlor/decedent's estate and received commissions in such capacity. Form OC-OJ rev 10.13.06 Page 2 of 10 Name of Trust: Trust Under the Will of Herman H. Wagner, Sr. ("Skip Trust") 3. Testamentarv Trust: Decedent's date of death: March 21, 1988 Date of Decedent's Will: March 5, 1988 Date(s) ofCodicil(s): N/A Date of probate: March 22, 1988 or Inter Vivos Trust: Date of Trust: Date(s) of Amendment(s): 4. A. If any other Court has taken jurisdiction of any matter relating to this Trust, explain: None B. Identify all prior accountings and provide dates of adjudication. The Trustee's First and Intermediate Account was confirmed August 22, 1995. The Trustee's Second and Intermediate Account was confirmed March 6, 2001. 5. A. State how each Trustee was appointed: Herman H. Wagner, Sf., appointed David E. Fritchey Trustee of the Trust pursuant to Item Tenth of his Last Will and Testament, dated March 5, 1988. B. If a Petitioner is not a Trustee, explain: N/A Form DC-02 rev 10.13.06 Page 3 of 10 Name of Trust: Trust Under the Will of Herman H. Wagner, Sf. ("Skip Trust") 6. State how and when the present fund was awarded to Trustee(s): See attached Addendum. 7. Period covered by accounting: August 1, 2000 to December 31, 2007 8. Current fair market value of the Trust principal is $ 515,392.78 8 of Account.) . (See page 9. State concisely the dispositive provisions of the Trust: See attached Addendum. 10. Explain the reason for filing this Account (if filed because of the death of a party, state name of person, relationship to Trust and date of death): The Third and Intermediate Accounting of the Trustee is filed to provide an interim accounting of the Trustee's administration of the Trust during the accounting period from August 1,2000 to December 31,2007. Form OC-02 rev 10.13.06 Page 4 of 10 - Name of Trust: Trust Under the Will of Herman H. Wagner, Sr. ("Skip Trust") 11. State why a Petition for Guardian/Trustee Ad Litem has or has not been filed for this Audit (see Pa. O.C. Rule 12.4): N/A 12. A. State the amount of Pennsylvania Transfer Inheritance Tax and Pennsylvania Estate Tax paid (including postponed tax on remainder interests), the dates of payment and the interests upon which such amounts were paid: Date Payment Interest N/A B. If any such taxes remain unpaid or are in dispute, explain: None. 13. Describe any questions requiring Adjudication and state the position ofPetitioner(s) and give details of any issues identified in item 2: The Trustee seeks approval of his administration of the Trust property and the various discretionary income and principal distributions made during the accounting period. Form OC-02 rev 10.13.06 Page 5 of 10 - Name of Trust: Trust Under the Will of Herman H. Wagner, Sr. ("Skip Trust") 14. Written notice of the Audit as required by Pa. a.c. Rules 6.3, 6.7 and 6.8 has been or will be given to all parties in interest listed in item 15 below. In addition, notice of any questions requiring Adjudication as discussed in item 13 above has been or will be given to all persons affected thereby. A. If Notice has been given, attach a copy of the Notice as well as a list of the names and addresses of the parties receiving such notice. B. If Notice is yet to be given, a copy of the Notice as well as a list of the names and addresses of the parties receiving such Notice shall be submitted at the Audit together with a statement executed by Petitioner(s) or counsel certifying that such Notice has been given. C. If any such party in interest is not sui juris (e.g., minors or incapacitated persons), Notice of the Audit has been or will be given to the appropriate representative on such party's behalf as required by Pa. a.c. Rule 5.2. D. If any charitable interest is involved, Notice of the Audit has been or will also be given to the Attorney General as required under Pa. a.c. Rule 5.5. In addition, the Attorney General's clearance certificate (or proof of service of Notice and a copy of such Notice) must be submitted herewith or at the Audit. 15. List all parties of whom Petitioner(s) has/have notice or knowledge, having or claiming any interest in the Trust, whether such interest is vested or contingent, charitable or non-charitable. This list shall: A. State each party's relationship to the Settlor/Decedent and the nature of each party's interest(s); in Interest Relationshi and Comments, i an Interest Wendy Wagner 1319 N E 14th Avenue Fort Lauderdale, FL 33304 great-granddaughter Income and discretionary principal Summer Wagner Lyman 214 Wildwood Circle Key Largo, FL 33037 great-granddaughter Income and discretionary principal Form OC-02 rev 10./3.06 Page 6 of 10 Name of Trust: Trust Under the Will of Herman H. Wagner, Sr. ("Skip Trust") Name and Address of Each Partv in Interest Relationshio and Comments, if anv Interest Dawn Wagner 413 Westminster Blvd. Oldsmar, FL 34677 great-granddaughter Income and discretionary principal Russell Wagner 11599 W. Clearwater Court Homosassa, FL 34448 grandson Income and discretionary principal B. Identify each party who is not sui juris (e.g., minors or incapacitated persons). For each such party, give date of birth, the name of each Guardian and how each Guardian was appointed. If no Guardian has been appointed, identify the next of kin of such party, giving the name, address and relationship of each; and Edward Abel Torres (great, great-grandson), Date of Birth: February 1, 1997 c/o Dawn Wagner, parent and natural guardian. Continued on attached Addendum. C. If distribution is to be made to the personal representative of a deceased party, state date of death, date and place of grant of Letters and type of Letters granted. N/A 16. IfPetitioner(s) haslhave knowledge that a Trust share has been assigned or attached, provide a copy of the assignment or attachment, together with any relevant supporting documentation. 17. If a trustee's principal commission is claimed: A. Ifbased on a written agreement, attach a copy thereof. Form OC-02 rev 10./3.06 Page 7 of 10 Name of Trust: Trust Under the Will of Herman H. Wagner, Sr. ("Skip Trust") B. If a principal commission is claimed, state amount. $20,000.00, paid previously, as shown in Third and Partial Account C. If a principal commission is claimed, state the amounts and dates of any principal commissions previously paid in prior accounting periods. Amount Date Paid 36,250.00 First and Intermediate Account 6/5/89-12/31/94 47,250.00 Second and Intermediate Account 1/1/95-7/31/00 18. If a reserve is requested, state amount and purpose. Amount: Purpose: If a reserve is requested for counsel fees, has notice of the amount of fees to be paid from the reserve been given to the parties in interest? ........................................ D Yes IZINo If so, attach a copy of the notice. 19. Is the Court being asked to direct the filing ofa Schedule of Distribution? .......................... DYes IZINo Form OC-02 rev 10.13.06 Page 8 of 10 Name of Trust: Trust Under Will of Herman H. Wagner, Sr., deceased Wherefore, your Petitioner(s) ask(s) that distribution be awarded to the parties entitled and suggest( s) that the distributive shares of income and principal (residuary shares being stated in proportions, not amounts) are as follows: A. Income: Proposed Distributee(s) Amount/Proportion To David E. Fritchey, Trustee of the Skip 100% Trust Under The Last Will and Testament of Herman H. Wagner, Deceased, for further administration B. Principal: Proposed Distributee(s) Amount/Proportion To David E. Fritchey, Trustee of the Skip 100% Trust Under The Last Will and Testament of Herman H. Wagner, Deceased, for further administration Submitted By: (All petitioners must sign. Add additional lines ifnecessary): chey Name of Petitioner: Form OC-OJ rev 10.13.06 Page 9 of 10 Name of Trust: Trust Under Will of Herman H. Wagner, Sr., deceased Verification of Petitioner (Verification must be by at least one petitioner.) The undersigned hereby verifies * [that he/she he is title Trustee of the aQo"e Q6Imed nameo(cm:pnrn/;n'l Herman H. Wagner, Sr., Trust U/W and] that the facts set forth in the foregoing Petition for Adjudication / Statement of Proposed Distribution which are within the personal knowledge of the Petitioner are true, and as to facts based on the information of others, the Petitioner, after diligent inquiry, believes them to be true; and that any false statements herein are made subject to the penalties of 18 Pa. C.S. S 4904 (relating to unsworn falsification to authorities). ~!:(Gtio9~ * Corporate petitioners must complete bracketed information. Certification of Counsel The undersigned counsel hereby certifies that the foregoing Petition for Adjudication / Statement of Proposed Distribution is a true and accurate reproduction of the form Petition authorized by the Supreme Court, and that no changes to the form have been made beyond the responses herein. l/</<$~L- Signature of Counsel for Petitioner Form OC-02 rev 10.13.06 Page 10 of 10 ADDENDUM TO PETITION FOR ADJUDICATION/ STATEMENT OF PROPOSED DISTRIBUTION PURSUANT TO Pa.O.c. RULE 6.9 Name of Trust: Trust Under Will of Herman H. Wagner, Sr. ("Skip Trust") No. 21-1988-219 Additional Information Re: Page 4, #6. The present fund was originally awarded to the Trustee by that certain Decree of Distribution ofthis court (per Sheely, J.), dated January 14, 1991, by which the residue of the Testator's probate estate was awarded to the Trustee for the Skip Trust described in the Testator's Last Will. Additional Information Re: Page 4, #9. Pursuant to Paragraph Sixth of the Last Will and Testament of Herman H. Wagner, Sr., dated March 5, 1988, the Testator directed the Trustee to distribute income and principal to or for the benefit of one or more of the Testator's issue (in such proportions as the Trustee determines) primarily for medical care, education, support and maintenance in reasonable comfort of the Testator's issue. The Trustee may take into consideration, to the extent it deems it advisable, known income and resources of the Testator's issue. Upon the death of the Testator's last surviving issue living at the time of the Testator's death, the Trust terminates, and then the remaining income and principal is to be distributed among the Testator's then living issue, in such proportions as the Trustee determines. Ifthere are no living issue, the property is distributed to Franklin and Marshall College (located in Lancaster, Pennsylvania) for its unrestricted use. - 1 - Additional Information Re: Page 7, #15A. Name and Address of Each Party Relationship and Comments Interest Terry Wagner grandson Income and discretionary P.O. Box 261163 principal Tampa, FL 33685-1163 Edward Abel Torres great, great-grandson Income and discretionary c/o Dawn Wagner, Parent and principal Natural Guardian 413 Westminster Blvd. Oldsmar, FL 34677 Remington Meck Gagnard- Wagner great, great-grandson Income and discretionary c/o Wendy Wagner, Parent and principal Natural Guardian 1319 NE 14th Avenue Fort Lauderdale, FL 33304 Additional Information Re: Page 7, #15B. Remington Meck Gagnard-Wagner (great, great-grandson), Date of Birth: April 7, 1998 c/o Wendy Wagner, parent and natural guardian - 11 - IN THE MATTER OF THE TRUST UNDER WILL OF HERMAN H. WAGNER, SR., DECEASED (j kill) fen. 1 ./ . /- ,. IN THE COURT OF COMMON PLEAS OF CUMBERLAND COUNTY, PENNSYL VANIA ORPHANS' COURT DIVISION NO. 21-88-219 THIRD AND INTERMEDIARY ACCOUNT OF THE TRUST UNDER THE WILL OF HERMAN H. WAGNER. SR. David E. Fritchey, Trustee t; ( ~-~-) (~-) --.,-;.. ...i'-. .' >~. Counsel: Keefer Wood Allen & Rahal, LLP Robert R. Church, Esquire Identification No. 40385 210 Walnut Street P.O. Box 11963 Harrisburg, PA 17108-1963 717-255-8003 l" :T'P -.< -0 ic.-n ('-:> :--:> '''1::3 \=/, Ie) (-, C) "\-1:'8 - ('; (1'1 r- <--./) f:::),..r;. -or. '0) -0 -"-' ..~.,. r:-? <::) -J (, --I- i.I SUMMARY OF ACCOUNT Herman H. Wagner Trust under Will For Period 8/1/2000 Through 12/31/2007 Page Principal Receipts Net Gain (or Loss) on Sales or Other Dispositions Other Receipts Less Disbursements Fees and Commissions (Prin) Other Expenses (Prin) Balance before Distributions Distributions to Beneficiaries Principal Balance on Hand For Information: Investments Made Changes in Investment Holdings Income Receipts Less Disbursements Balance before Distributions Distributions to Beneficiaries Income Balance on Hand Combined Balance on Hand 1 2-3 4 4-5 6-7 8 9 9-12 13-16 17 Fiduciary Acquisition Value $ 254,380.37 71,412.03 0.00 $ 325,792.40 $ 33,412.09 1,842.19 35,254.28 $ 290,538.12 122,038.43 $ 168,499.69 $ 57,400.88 0.00 $ 57,400.88 51,611.57 $ 5,789.31 $ 174,289.00 Assets Listed in Inventory (Valued as of date received) Money Market Accounts Wachovia Money Market Account Common Stocks AIM Constellation Fund 1,984.025 Units Consolidated Edison Inc 800 Units Exelon Corp 2,000 Units Jennison Global Growth Fund CI A 2,952.742 Units Jennison Utility Fund CI A 2,160.867 Units PP&L Resources Inc 3,200 Units The Hershey Company 2,000 Units Merrill Lynch Capital Fund 2,019.275 Units TOTAL INVENTORY RECEIPTS OF PRINCIPAL Herman H. Wagner Trust under Will As of 12/31/2007 Page 1 Fiduciary Acquisition Value $ 21,608.83 $ 41,054.08 17,825.00 19,187.50 45,344.16 23,804.14 28,450.00 13,312.50 43,794.16 232,771.54 $ 254,380.37 GAINS AND LOSSES ON SALES OR OTHER DISPOSITIONS Page 2 Herman H. Wagner Trust under Will For Period 8/1/2000 Through 12/31/2007 Gain Loss 10/10/2006 Sale of Jennison Utility Fund Shares 2,176.099 Units Net Proceeds $ 34,681.02 Fiduciary Acquisition Value 24,032.78 Net Gain $ 10,648.24 12/6/2006 Sale of 200 sh Exelon Corp 200 Units Net Proceeds $ 12,277.61 Fiduciary Acquisition Value 1,918.75 Net Gain 10,358.86 12/20/2006 Received distribution of L T cap gain Net Proceeds $ 2,663.92 Fiduciary Acquisition Value 0.00 Net Gain 2,663.92 12/20/2006 Received distribution of ST Cap gain Net Proceeds $ 76.39 Fiduciary Acquisition Value 0.00 Net Gain 76.39 4/27/2007 Sale of PP&L 405 Units Net Proceeds $ 17,883.27 Fiduciary Acquisition Value 3,600.70 Net Gain 14,282.57 5/31/2007 Sale of 200 sh Exelon Corp 200 Units Net Proceeds $ 15,476.26 Fiduciary Acquisition Value 1,918.75 Net Gain 13,557.51 GAINS AND LOSSES ON SALES OR OTHER DISPOSITIONS Page 3 Herman H. Wagner Trust under Will For Period 8/1/2000 Through 12/31/2007 Gain Loss 8/6/2007 Sale of 400 sh PP&L 400 Units Net Proceeds $ 19,341.20 Fiduciary Acquisition Value 3,556.25 Net Gain $ 15,784.95 12/21/2007 Received distribution of L T cap gain Net Proceeds $ 3,622.07 Fiduciary Acquisition Value 0.00 Net Gain 3,622.07 12/21/2007 Received distribution of ST cap gain Net Proceeds $ 417.52 Fiduciary Acquisition Value 0.00 Net Gain 417.52 Net Gain $ 71,412.03 Fees and Commissions (Prin) 1/30/2006 David E. Fritchey trustees fee 5/3/2006 Keefer Wood Allen & Rahal Legal fees 5/09/2006 David E. Fritchey Trustee's fee 7/17/2006 David E. Fritchey Trustees fee 10/23/2006 David E. Fritchey Trustee's fee 2/26/2007 Paid David E. Fritchey Trustee's commission DISBURSEMENTS OF PRINCIPAL Herman H. Wagner Trust under Will For Period 8/1/2000 Through 12/31/2007 4/27/2007 Keefer Wood Allen & Rahal, LLP legal fees for 2006 517/2007 David E. Fritchey Trustee's Fee 7/26/2007 David E. Fritchey Trustee's Fee 10/9/2007 David E. Fritchey quarterly Trustee's fee Other Expenses (Prin) 3/31/2006 Margin Loan Interest 4/1/2006 Margin Loan Interest 5/30/2006 margin loan interest 6/29/2006 margin loan interest 7/28/2006 margin loan interest 8/30/2006 margin loan interest 9/28/2006 Margin loan interest Page 4 $ 2,500.00 6,868.51 2,500.00 2,500.00 2,500.00 2,500.00 6,543.58 2,500.00 2,500.00 2,500.00 $ 33,412.09 $ 60.08 63.87 141.94 164.34 160.89 225.34 252.42 10/27/2006 Margin Loan interest 11/29/2006 Margin loan Interest 12/28/2006 margin loan interest 1/30/2007 margin loan interest 2/27/2007 Margin Loan interest 3/29/2007 Margin loan interest 4/30/2007 Margin Loan Interest 5/30/2007 Margin loan interest 6/27/2007 Margin loan interest 8/31/2007 margin loan interest 10/30/2007 Margin Loan interest 11/29/2007 Margin Loan Interest 12/28/2007 margin loan interest DISBURSEMENTS OF PRINCIPAL Herman H. Wagner Trust under Will For Period 8/1/2000 Through 12/31/2007 TOTAL DISBURSEMENTS OF PRINCIPAL $ 99.52 118.71 60.39 4.42 5.61 85.82 138.91 65.55 11.11 8.09 6.51 61.73 106.94 Page 5 $ 1,842.19 $ 35,254.28 DISTRIBUTIONS OF PRINCIPAL TO BENEFICIARIES Herman H. Wagner Trust under Will For Period 8/1/2000 Through 12/31/2007 Page 6 To: Dawn Wagner Beneficiary distribution Total for Dawn Wagner $ 3,250.00 7,000.00 7,250.00 2,600.00 3,500.00 5,000.00 3,500.00 4,000.00 $36,100.00 7/14/2006 Cash 12/19/2006 Cash 4/4/2007 Cash 5/31/2007 Cash 7/30/2007 Cash 9/1/2007 Cash 9/20/2007 Cash 12/21/2007 Cash To: Terry J. Wagner Beneficiary distribution 12/19/2006 Cash 1,538.43 1,000.00 10/30/2006 Cash 5/9/2007 Cash 8,000.00 3,000.00 3,000.00 850.00 3/5/2007 Cash 4/4/2007 Cash 5/23/2007 Cash 7/2/2007 Cash 3,650.00 2,000.00 9/20/2007 Cash 10/19/2007 Cash 2,700.00 12/4/2007 Cash 2,000.00 1,200.00 12/20/2007 Cash Total for Terry J. Wagner 28,938.43 DISTRIBUTIONS OF PRINCIPAL TO BENEFICIARIES Herman H. Wagner Trust under Will For Period 8/1/2000 Through 12/31/2007 To: Russell Wagner Beneficiary distribution 12/19/2006 Cash 8/6/2007 Cash 12/21/2007 Cash Total for Russell Wagner To: Wendy Wagner Beneficiary distribution 10/30/2006 Cash 12/19/2006 Cash 4/30/2007 Cash 6/29/2007 Cash 11/15/2007 Cash Total for Wendy Wagner To: Summer Lyman Beneficiary distribution 12/19/2006 Cash 12/21/2007 Cash Total for Summer Lyman $ 3,000.00 5,000.00 5,000.00 10,000.00 1,000.00 6,000.00 4,000.00 10,000.00 3,000.00 10,000.00 TOTAL DISTRIBUTIONS OF PRINCIPAL TO BENEFICIARIES Page 7 $13,000.00 31,000.00 13,000.00 $ 122,038.43 PRINCIPAL BALANCE ON HAND Herman H. Wagner Trust under Will As of 12/31/2007 Page 8 Current Carrying Value Value $58,270.81 $41,054.08 39,080.00 17,825.00 130,624.00 15,350.00 124,755.55 21,293.05 78,800.00 13,312.50 53,732.57 44,497.50 62,553.79 47,591.50 Common Stocks AIM Constellation Fund 1,984.025 Units Consolidated Edison Inc 800 Units Exelon Corp 1,600 Units PP&L Resources Inc 2,395 Units The Hershey Company 2,000 Units Blackrock Balanced Capital Fund Class I 2,046.955 Units Dryden Inti Equity Fund Class A 6,806.724 Units Other Liabilities Wachovia Margin Loan PRINCIPAL BALANCE ON HAND (26,634.63) $521,182.09 5,789.31 $515,392.78 (26,634.63) $174,289.00 5,789.31 Less: Income balance on hand $168,499.69 INFORMATION SCHEDULES Herman H. Wagner Trust under Will For Period 8/1/2000 Through 12/31/2007 Page 9 Investments Made Blackrock Balanced Capital Fund Class I 10/2/2006 Merrill Lynch Capital Fund name change to Blackrock Balanced Capital Fund Class I 2,046.955 Units $ 44,497.50 Dryden Inti Equity Fund Class A 12/15/2006 Exchange of Jennison Global Growth Shares for Dryden Inti Shares 6,563.505 Units $ 45,344.16 12/31/2007 Dividend reinvestment from L T cap gains for Dryden Inti Equity Fund Class A 243.219 Units $ 2,247.34 $ 47,591.50 Wachovia Margin Loan 7/31/2007 cash advance from margin loan $ 3,013.32 11/7/2007 Cash Advance from Margin Loan $ 1,847.52 4,860.84 Changes in Investment Holdings Exelon Corp $ 19,187.50 12/6/2006 Sale of 200 sh Exelon Corp 200 Units (1,918.75) 5/31/2007 Sale of 200 sh Exelon Corp 200 Units (1,918.75) 15,350.00 Jennison Global Growth Fund CI A $ 45,344.16 12/15/2006 Exchange of Jennison Global Growth Shares for Dryden Inti Shares 2,952.742 Units (45,344.16) 0.00 INFORMATION SCHEDULES Herman H. Wagner Trust under Will For Period 8/1/2000 Through 12/31/2007 Jennison Utility Fund CI A 3/31/2006 Dividend reinvestment from L T Cap Gains for Jennison Utility Fd 12.526 Units 3/31/2006 Dividend reinvestment fro ST Cap Gains for Jennison Utility Fd 2.706 Units 10/10/2006 Sale of Jennison Utility Fund Shares 2,176.099 Units PP&L Resources Inc 4/27/2007 Sale of PP&L 405 Units 8/6/2007 Sale of 400 sh PP&L 400 Units Merrill Lynch Capital Fund 1/1/2006 Income reinvestment accumulated in previous account- 27.68 shares 27.68 Units 10/2/2006 Merrill Lynch Capital Fund name change to Blackrock Balanced Capital Fund Class I 2,046.955 Units Wachovia Margin Loan 2/27/2006 cash advance from Margin Loan 2/28/2006 Transfer cash to repay margin loan 4/19/2006 transfer cash to repay margin loan 5/9/2006 cash advance from margin loan 5/9/2006 cash advance from margin loan Page 10 $ 23,804.14 188.02 40.62 (24,032.78) $ 0.00 $ 28,450.00 (3,600.70) (3,556.25) 21,293.05 $ 43,794.16 703.34 (44,497.50) 0.00 $ 4,860.84 9,636.70 (49.12) (1,775.68) 6,052.38 1,000.00 INFORMATION SCHEDULES Herman H. Wagner Trust under Will For Period 8/1/2000 Through 12/31/2007 Page 11 5/30/2006 cash advance from Margin Loan $ 2,641.94 7/11/2006 Transfer cash to repay margin loan $ (1,910.77) 7/19/2006 cash advance from margin loan $ 3,250.00 8/25/2006 cash advance from margin loan $ 9,000.00 9/11/2006 cash advance from margin loan $ 225.34 9/11/2006 cash advance from margin loan $ 1,420.13 9/29/2006 cash advance from margin loan $ 3,250.00 9/30/2006 Transfer cash to repay margin loan $ (1,790.00) 11/9/2006 cash advance from margin loan $ 1,713.05 11/9/2006 Transfer cash to repay margin loan $ (18,581.02) 11/29/2006 cash advance from margin loan $ 118.54 12/12/2006 Transfer cash to repay margin loan $ (12,277.61) 1/5/2007 Transfer cash to repay margin loan $ (539.32) 217/2007 Transfer cash to repay margin loan $ (876.08) 2/28/2007 cash advance from margin loan $ 2,505.61 3/5/2007 cash advance from margin loan $ 8,000.00 3/29/2007 Transfer cash to repay margin loan $ (1,710.18) 4/4/2007 cash advance from margin loan $ 10,250.00 4/30/2007 cash advance from margin loan $ 12,543.58 4/30/2007 Transfer cash to repay margin loan $ (3,123.04) 5/2/2007 Transfer cash to repay margin loan $ (17,883.27) 6/4/2007 Transfer cash to repay margin loan $ (11,091.18) 8/8/2007 Cash advance from margin loan $ 5,000.00 8/9/2007 Transfer cash to repay margin loan $ (8,013.32) 11/28/2007 cash advance from margin loan $ 10,061.73 INFORMATION SCHEDULES Herman H. Wagner Trust under Will For Period 8/1/2000 Through 12/31/2007 12/21/2007 Cash advance from Margin Loan 12/28/2007 cash advance from margin loan 12/31/2007 Cash advance from margin loan $ 11,418.44 $ 106.94 $ 3,200.00 Page 12 $ 26,634.63 RECEIPTS OF INCOME Herman H. Wagner Trust under Will For Period 8/1/2000 Through 12/31/2007 Page 13 Dividends Consolidated Edison Inc 9/15/2006 Sept Dividend $ 460.00 460.00 460.00 460.00 464.00 464.00 464.00 464.00 3,696.00 3/15/2006 March Dividend 6/15/2006 June Dividend 12/15/2006 Dec Dividend 3/15/2007 March Dividend 6/15/2007 June Dividend 9/17/2007 Dividend 12/17/2007 Dividend Exelon Corp 3/10/2006 March Dividend 800.00 6/15/2006 June Dividend 800.00 9/11/2006 Sept Dividend 800.00 12/11/2006 Dec Dividend 800.00 3/12/2007 March Dividend 792.00 6/11/2007 June Dividend 792.00 9/10/2007 Dividend 704.00 12/10/2007 Dividend 704.00 6,192.00 Jennison Global Growth Fund CI A 12/13/2006 Dec Dividend 71.90 Jennison Utility Fund CI A 3/31/2006 March Dividend 75.78 RECEIPTS OF INCOME Herman H. Wagner Trust under Will For Period 8/1/2000 Through 12/31/2007 Page 14 3/31/2006 Dividend reinvestment from L T Cap Gains for Jennison Utility Fd $ 188.02 3/31/2006 Dividend reinvestment fro ST Cap Gains for Jennison Utility Fd 40.62 6/30/2006 June Dividend 325.11 9/29/2006 Sept Dividend 242.42 871.95 PP&L Resources Inc 1/3/2006 Jan Dividend 800.00 4/1/2006 April Dividend 880.00 7/3/2006 July Dividend 880.00 10/2/2006 Oct Dividend 880.00 1/2/2007 Jan Dividend 880.00 4/2/2007 April Dividend 976.00 7/2/2007 July Dividend 852.48 10/1/2007 Dividend 730.48 6,878.96 The Hershey Company 3/15/2006 March Dividend 490.00 6/15/2006 June Dividend 490.00 9/15/2006 Sept Dividend 540.00 12/15/2006 Dec Dividend 540.00 3/15/2007 March Dividend 540.00 6/15/2007 June Dividend 540.00 9/14/2007 Dividend 595.00 12/14/2007 Dividend 595.00 4,330.00 RECEIPTS OF INCOME Herman H. Wagner Trust under Will For Period 8/1/2000 Through 12/31/2007 Merrill Lynch Capital Fund 1/1/2006 Income reinvestment accumulated in previous account- 27.68 shares 7/20/2006 July Dividend Blackrock Balanced Capital Fund Class I 12/20/2006 Dec Dividend 7/20/2007 July Dividend 12/21/2007 Dividend Dryden Inti Equity Fund Class A 12/31/2007 Dividend 12/31/2007 Dividend reinvestment from L T cap gains for Dryden Inti Equity Fund Class A Total Dividends Interest Wachovia Trust Checking Account 1/1/2006 Accumulated Income from previous account Wachovia Money Market Account 1/1/2006 Accumulated income from previous account 1/30/2006 Jan interest 2/28/2006 Feb Interest 317/2006 March Interest 10/31/2006 Oct Interest 11/2/2006 Nov Interest $ 703.34 360.76 1,064.10 983.48 601.54 877.14 2,462.16 901.83 2,247.34 3,149.17 2,285.76 4,197.65 56.82 49.12 9.98 6.47 0.17 Page 15 $ 28,716.24 RECEIPTS OF INCOME Herman H. Wagner Trust under Will For Period 8/1/2000 Through 12/31/2007 12/29/2006 Dec Interest 1/4/2007 Jan Interest 4/30/2007 April Interest 5/7/2007 May Interest 6/15/2007 June Interest 7/30/2007 Interest 8/31/2007 Interest 9/28/2007 Interest 10/19/2007 Interest Total Interest Other Income Prudential Discovery Select Variable Annuity 12/28/2006 Distribution from Pruco Annuity 6/7/2007 Accumulated Income distribution from Pruco Variable Annuity Total Other Income TOTAL RECEIPTS OF INCOME $ 4.02 0.50 0.19 1.40 19.77 7.07 23.47 19.64 2.61 4,398.88 10,000.00 12,000.00 22,000.00 Page 16 $ 6,684.64 22,000.00 $ 57,400.88 DISTRIBUTIONS OF INCOME TO BENEFICIARIES Herman H. Wagner Trust under Will For Period 8/1/2000 Through 12/31/2007 To: Dawn Wagner Beneficiary distribution 2/27/2006 Cash 5/9/2006 Cash 8/25/2006 Cash 9/29/2006 Cash 10/30/2006 Cash Total for Dawn Wagner To: Terry J. Wagner Beneficiary distribution 2/24/2006 Cash 8/25/2006 Cash 10/30/2006 Cash Total for Terry J. Wagner To: Russell Wagner Beneficiary distribution 2/24/2006 Cash To: Wendy Wagner Beneficiary distribution 2/24/2006 Cash To: Summer Lyman Beneficiary distribution 2/24/2006 Cash $ 5,300.00 1,000.00 5,000.00 3,250.00 3,600.00 5,000.00 4,000.00 961.57 TOTAL DISTRIBUTIONS OF INCOME TO BENEFICIARIES Page 17 $18,150.00 9,961.57 7,500.00 9,000.00 7,000.00 $ 51,611.57 IN RE: TRUST UNDER WILL OF HERMAN H. WAGNER, SR., DECEASED IN THE COURT OF COMMON PLEAS CUMBERLAND COUNTY, PENNSYLVANIA ORPHANS' COURT DIVISION NO. 219 OF YEAR 1988 AFFIDAVIT OF ACCOUNTING PARTY Subject to the penalties of 19 Pa. C.S.A. S4904, relating to unsworn falsification(s) to authorities, David E. Fritchey, the Trustee of the Skip Trust established under Paragraph Fifth and Sixth of the Last Will and Testament of Herman H. Wagner, Sr., Deceased (the "Trust"), hereby declares under oath that he has fully and faithfully discharged the duties of his office; that the foregoing Third and Interim Account is true and correct, and fully discloses all significant transactions occurring during the accounting period; that all known claims against the Trust have been paid in full; that, to his knowledge, there are no claims now outstanding against the Trust; and that all taxes currently due from the Trust have been paid. COMMONWEALTH OF PENNSYLVANIA SS. COUNTY OF DAUPHIN On this 8th day of April, 2008, before me, the undersigned officer, personally appeared David E. Fritchey, Trustee as aforesaid, who executed the foregoing instrument for the purposes set forth above. IN WI1NESS WHEREOF, I hereunder set my h~d and Offi~ .J. ~~.G~b Notary Public COMMONWEALrH OF PENNSYLVANIA Notarial Seal Kristi P. Foster, Notary Public City of Harrisburg, Dauphin County My Commission Expires Sept. 8, 2008 Member, Pennsylvania Association of Notaries - ....".,'l.-.........~>r.:.~~ ., ~ .'". ~~f'.;.li'< .. ,< -':~~: 1,~~11:~:,~'r:,~~-;.'~.~;'. :~ ,'1t' :c.~~_ '. h_:. LAST WILL AND TESTAMENT OF HERMAN H. WAGNER, SR. I, HERMAN H. WAGNER, SR., of the Borough of New Cumberland, Cumberland County, Pennsylvania, do hereby make this my Last will and Testament, revoking any former Wills and Codicils made by rue. FIRST: I have one child, HERY~N H. WAGNER, JR. He is described in this will as "my child." I have two grandchildren: TERRY JON WAGNER and RUSSELL ALLEN WAGNER. These and any other children born to or adopted by my child are described in this will as "my grandchildren." My child, my grandchildren, and my more remote descendants, and any children born to or adopted by any of them, are collectively referred to in this vlill as "my issue." However, the term "issue" or "my issuell shall not include any adopted person unless the order or decree of adoption is entered before such person attains the age of eighteen (18) years. SECOND: I give and bequeath my tangible personal property and any insurance that I am carrying on my tangible personal property to my friend, MARIE M. CASAZZA, or if she does not survive me, to my friend, DAVID E. FRITCHEY. THIRD: I give and bequeath the sum of One Thousand ($1,000.00) Dollars to Franklin and Marshall College, Lancaster, Pennsylvania, without restriction as to use. FOURTH: I give and bequeath the sum of One Thousand ($1,000.00) Dollars to the United :jr7VUrCh, Sixteenth and -1- Bridge Streets, New Cumberland, Pennsylvania, without restriction as to use. FIFTH: I give, devise and bequeath the rest, residue and remainder of my estate, real and personal, to my Trustee, herein- after named, IN TRUST NEVERTHELESS, upon the terms hereinafter set forth. My Trustee shall divide such residue, including any other property or proceeds of insurance received by my Trustee as a result of my death, hereinafter designated as the Trust Estate, into two (2) separate shares, hereinafter designated as the "Skip Trust" and the "Overflow Trust." The Skip Trust shall be a fraction of the Trust Estate (undiminished by any estate, inheri- tance, succession, death or similar taxes), the numerator of which shall be an amount equal to the generation-skipping tax exemption (GST Exemption) provided in Section 2631 of the In- ternal Revenue Code of 1986, as amended, in effect at the time of my death, reduced by the aggregate amount, if any, of such exemption allocated to my lifetime transfers, and the denominator shall be an amount equal to the value of the Trust Estate. For purposes of establishing such fraction, the values finally fixed in the federal estate tax proceeding for my estate shall be used. I recognize that the Skip Trust may absorb the entire Trust Estate, in which case no property shall be distributed to the Overflow Trust. The Overflow Trust shall be the balance of the Trust Estate. The Skip Trust and the Overflow Trust shall be held, administered and distributed as hereinafter set forth. ~jf~ -2- SIXTH: The Skip Trust shall be held, ~dministered and distributed as follows: (1) Commencing with the date of my death, my Trustee ~hall pay to or apply for the benefit of anyone or more of my said lssue, until the distribution date specified in Paragraph (4), all of the net income from the Skip Trust in convenient installments in such shares and proportions as my Trustee in its sole discretion shall determine primarily for the medical care, education, support and maintenance in reasonable comfort of my said issue, taking into consideration to the extent my Trustee deems advisable, any other income or resources of my said issue known to my Trustee. (2) Prior to division into shares at the distribution date, pursuant to Paragraph (4), my Trustee may pay to or apply for the benefit of anyone or more of my said issue such sums from the principal of the Skip Trust in such shares and pro- portions as in its sole discretion shall be necessary or advis- able from time to time for the medical care, education, support and maintenance in reasonable comfort of my said issue, taking into consideration to the extent my Trustee deems advisable, any other income or resources of my said issue known to my Trustee. Any payment or application of benefits for my issue pursuant to this Paragraph shall be charged against this Trust as a whole rather than against the ultimate distributive share of a benefi- ciary to whom or for whose benefit the payment is made. ffW- -3- (3) Although the discretion of my Trustee shall be sole and absolute in making distributions of principal and income to my issue, I nevertheless suggest that my Trustee consider exercising its discretion so that my child and my grandchildren each receive, per capita, approximately equal shares of net income from the Skip Trust during their joint lifetimes, and that following the death of my child, my grandchildren and their respective issue, if any, receive, per stirpes, approximately equal shares of net income from the Skip Trust during their respective lifetimes. (4) Upon the death of the last to die of my issue living at my death (the distribution date), the entire remaining principal of the Skip Trust, including any undistributed income, shall be distributed by my Trustee among my then-surviving issue, as my Trustee shall determine, in its sole and absolute dis- cretion. (5) Although the discretion of my Trustee shall be sole and absolute in making distribution among my issue surviving at the distribution date, I nevertheless suggest that my Trustee exercise its discretion so that my then-surviving issue receive equal shares, per capita, if all beneficiaries are of the same generation, and equal shares, per stirpes, if one or more benefi- ciaries are of a younger generation. (6) If at the time of my death, or at any later time prior to final distribution hereunder, all my issue are deceased #~ -4- and no other disposition of the property 1S directed by this Trust, then, and in that event only, the then-remaining property of this Trust, together with any undistributed income, shall be paid over and distributed to Franklin and Marshall College, Lancaster, Pennsylvania, or its successors in interest, without restriction as to use. SEVENTH: The Overflow Trust shall be held, administered and distributed as follows: (1) Commencing with the date of my death, my Trustee shall pay to or apply for the benefit of my child, until division into shares pursuant to Paragraph (4), so much of the net income from the Overflow Trust in convenient installments in such shares and proportions as my Trustee in its sole discretion shall determine primarily for the medical care, education, support and maintenance in reasonable comfort of my child, taking into consideration to the extent my Trustee deems advisable, any other income or resources of my child known to my Trustee. Any income not distributed shall be added to principal and shall pass as hereafter described. (2) Prior to division into shares pursuant to Para- graph (4), my Trustee may pay to or apply for the benefit of my child such sums from the principal of the Overflow Trust in such shares and proportions as in its sole discretion shall be neces- sary or advisable from time to time for the medical care, educa- tion, support and maintenance in reasonable comfort of my child, ~f(/ \ -5- taking into consideration to the extent my Trustee deems advis- able, any other income or resources of my child known to my Trustee. (3) Upon the death of my child, if a federal genera- tion skipping transfer tax would be imposed on the Overflow Trust at a rate equal to or higher than the marginal federal estate tax rate which wculd be imposed upon my child's estate (assuming that the principal and undistributed income of the Overflow Trust were included in my child's taxable estate for federal estate tax purposes) then my child shall have a special power to appoint all or any portion of the Overflow Trust by Will, validly executed referring expressly to this Article, among my child's issue, as described in this Will, or to my child's creditor's or to the creditor's of my child's estate. My child shall have no power to appoint to himself or to his estate. My Trustee may rely upon an attested Will probated in any state, if executed in accordance with Pennsylvania formality. (4) In default of the exercise of such power of appointment by my said child, or insofar as any part of the Overflow Trust shall not be effectively appointed, then upon the death of my said child, the entire remaining principal of the Overflow Trust, or the part of such trust not effectively ap- pointed shall be divided into equal separate shares so as to provide one (1) share for each then living grandchild of mine and Qne (1) share for each deceased grandchild of mine who shall jl'Jj/ -6- leave issue then living. My Trustee shall create separate trusts for each beneficiary. (5) During the lifetime of such beneficiary, and until the earlier of such beneficiary's death, or the distribution date hereinafter described, my Trustee shall distribute to such beneficiary so much of the net income and principal of such beneficiary's trust as my Trustee in its sole discretion shall deem necessary or advisable from time to time for the medical care, education, support and maintenance in reasonable comfort of such beneficiary, taking into consideration to the extent my Trustee deems advisable, any other income or resources of such beneficiary known to my Trustee. Any income not distributed- shall be added to principal and shall pass as hereafter de- scribed. (6) If at any time a federal generation skipping transfer tax would be imposed on the trust of such beneficiary at a rate equal to or higher than the marginal federal estate or gift tax rate which would be imposed on such beneficiary (assum- ing that the principal and undistributed income of such benefi- ciary's trust were included for federal estate or gift tax purposes) then such beneficiary shall have a special power to appoint all or any portion of such beneficiary's trust by Will, validly executed referring expressly to this Article, among such beneficiary's issue, as described in this Will, or to such beneficiary's creditors, or to the creditors of such ffW Zr I -7- beneficiary's estate. Such beneficiary shall have no power to appoint to himself or herself, or to his or her estate. My Trustee may rely upon an attested will probated in any state, if executed in accordance with Pennsylvania formality. (7) In default of the exercise of such power of appointment by said beneficiary, or insofar as any part of said beneficiary's trust shall not be effectively appointed, then upon the death of such beneficiary, the entire remaining principal of such beneficiary's trust, including any undistributed income, shall be divided into equal separate shares so as to provide one (1) share for each then living child of such beneficiary and one (1) share for each deceased child of such beneficiary who shall leave issue then living. (8) The share provided for each then living child of such deceased beneficiary and the share provided for each de- ceased child of such beneficiary (which deceased child shall leave issue living), shall be held in separate trusts for each such beneficiary until the distribution date specified in Para- graph 10, and shall be held, administered and distributed as provided in Paragraphs 5, 6 and 7 above, by substitution of the issue of such person in the place of his or her parent. (9) If any beneficiary of any trust or share in this Article shall die without leaving issue living, then my Trustee shall divide and distribute the principal of such trust, includ- ing any undistributed income, in e~~~ among my then -8- surviving issue, per stirpes. My Trustee may_distribute such amount to such surviving issue outright, or in trust upon such terms as my Trustee, in its sole and absolute discretion shall determine, or may add such amount to the share or trust hereunder of such issue. (10) Upon the death of the last to die of my issue living at my death (the distribution date) the Overflow Trust, and the shares and trusts created thereunder, shall terminate and the then principal, including any undistributed income, shall vest and be paid and distributed to those beneficiaries (and in the same proportions) as are then entitled to receive the income therefrom, subject only to Article EIGHTH hereof. (11) If at the time of my death, or at any later time prior to final distribution hereunder, all my issue are deceased and no other disposition of the property is directed by this Article, then, and in that event only, the then-remaining property of such trust or share, together with any undistributed income, shall be paid over and distributed to Franklin and Marshall College, Lancaster, Pennsylvania, or its successors in interest, without restriction as to use. EIGHTH: If, upon the distribution date, any share hereunder becomes distributable to a beneficiary who has not attained the age of twenty-one (21) years of age, then such share shall immediately vest in such beneficiary, but notwithstanding the provisions herein, my Trustee shall retain possession of such ~W -9- share in trust for such beneficiary until such beneficiary attains the age of twenty-one (21) years of age, using so much of the net income and principal of such share as my Trustee deems necessary to provide for the proper medical care, education, support and maintenance in reasonable comfort of such benefi- ciary, taking into consideration to the extent my Trustee deems advisable any other income or resources of such beneficiary or his or her parents known to my Trustee. Any income not so paid or applied shall be accumulated and added to principal. Such beneficiary's share shall be paid over and distributed to such beneficiary upon attaining the age of twenty-one (21) years of age, or if he or she shall sooner die, to his or her executors or administrators. My Trustee shall have with respect to each share so retained all the powers and discretions had with respect to the trusts created herein generally. NINTH: Anything in this Will to the contrary notwithstand- ing, no trust created herein shall continue beyond twenty-one (21) years after the deaths of ~, the last to die of my issue living at the time of my death; and two, all issue, living at the time of my death, of the individual serving as President of the United States at my death and all issue, living at the time of my death, of said individual's five (5) immediate predecessors In said office; upon the expiration of such period, all trusts shall terminate and all the assets thereof shall be distributed to di 1(/ -10- those beneficiaries (and in the same proportions) a~ are then entitled to receive the income therefrom. TENTH: (1) I name my friend, David E. Fritchey, as my Executor. If he is unable or unwilling to serve, I name his wife, C. Denise Fritchey, as my Executrix. I direct that my Executor or my Executrix, herein referr~d to as my Executor regardless of number or gender, serve without bond in any juris- diction in which called upon to act. (2) I name David E. Fritchey as my Trustee. If he is unable or unwilling to serve, he shall name his successor, to be selected in his sole and absolute discretion. If he does not name a successor, I name his wife, C. Denise Fritchey, as my Trustee. I direct that my Trustee, herein referred to as my Trustee regardless of number or gender, serve without bond in any jurisdiction in which called upon to act. (3) Except as otherwise provided herein, if David E. Fritchey or any successor as herein defined should fail to qualify as Trustee hereunder, or for any reason should cease to act in such capacity, the successor or substitute Trustee shall be some bank or trust company qualified to do business in the state of my domicile at the time of my death, which successor or substitute Trustee shall be designated in a written instrument filed with the court having jurisdiction over the probate of my estate and signed by David E. Fritchey or if he fails to act, ~# -11- signed by or on behalf of C. Denise Fritchey, or if she fails to act, by the court having jurisdiction over the trust. (4) My Trustee shall be entitled to reasonable com- pensation for services rendered. (5) The situs of all trusts created herein shall be Cumberland County, Pennsylvania and all trusts created hereunder shall be governed by the law of the Commonwealth of Pennsylvania. ELEVENTH: (I) I give to any Executor and to any Trustee named in this Will or any Codicil hereto or to any successor or substitute Executor or Trustee all of the powers now applicable by law to fiduciaries in the Commonwealth of Pennsylvania and in particular, through the Pennsylvania Probate, Estates and Fidu- ciaries COde, as effective and as in effect on the date hereof, during the administration and until the completion of the dis- tribution of my estate, and until the termination of all trusts created in this Will or any Codicil hereto and until the com- pletion of the distribution of the assets of such trusts. (2) My Executor and my Trustee shall have absolute discretion, but shall not be required, to make adjustments in the rights of any beneficiaries, or among the principal and income accounts to compensate for the consequences of any tax decision or election, or of any investment or administrative decision, that my Executor and my Trustee believe has had the effect, directly or indirectly, of preferring one beneficiary or group of beneficiaries over others. In determining the federal estate and ~ -12- income tax liabilities of my estate, my Executor shall have discretion to select the valuation date and to determine whether any or all of the allowable admini~tration expenses in my estate shall be used as federal estate tax deductions or as federal income tax deductions and shall have the discretion to file a joint income tax return with my spouse. (3) If at any time any trust created hereunder (or any share thereof if the trust shall have be~~ divided into shares) shall be of such value that, in the opinion of my Trustee, the administration expense of holding the assets contained therein in trust is not justified, my Trustee, in its absolute discretion, may terminate such trust and distribute the trust property to the person or persons then entitled to receive or have the benefit of the income therefroln or the legal representative of such person. If there is more than one income beneficiary, my Trustee shall make such distribution to such income beneficiaries in the proportion in which they are beneficiaries or if no proportion is designated in equal shares to such beneficiaries. (4) If there be any property located outside the Commonwealth of Pennsylvania, in which I may have an interest at the time of my death, which cannot be conveniently administered as provided herein, then I authorize, but do not require, my Executor to appoint a bank or trust company with trust powers, to administer such property according to the terms of this Will. #~ -13- (5) My Executor and Trustee are authorized and em- powered to retain, either permanently or for such period of time as my Executor or Trustee may determine, any assets, including the capital stock of any closely held corporation, which at any time shall come into the possession of my Executor and Trustee as a part of any Trust created herein, whether such assets are or are not of the character approved or authorized by law for investment by fiduciaries and whether such assets do or do not represent an overconcentration in one investment. (6) I direct my Executor to allocate my ~ST Exemption, as defined in Article FIFTH hereof, to the Skip Trust to the extent required to completely exempt the Skip Trust from the federal generation skipping transfer tax (GST Tax) imposed by Chapter 13 of the Internal Revenue Code of 1986, as amended, in effect at the time of my death. My Executor shall allocate my remaining GST Exemption, if aDY, to transfers made by me prior to or at my death in a manner which, in the opinion of my Executor, is most likely to minimize GST Tax ~n such transfers. If the amount of my GST Exemption is not sufficient to completely exempt both the Skip Trust and the Overflow Trust, then my Executor shall allocate my GST Exemption first to the Skip Trust, with the balance, if any, allocated to the Overflow Trust. TWELFTH: No interest of any beneficiary under this Will, any Codicil hereto, or any trust created herein shall be subject to anticipation or to voluntary or involuntary alienation. d~ , -14- THIRTEENTH: (1) My Trustee may hold any property distributed to it hereunder, whether by my Executor or otherwise, in one or more separate trusts, either on identical teims or, to the extent that the terms of the trust are severable into distinctly sepa- rate shares, on terms reflecting such separate shares. Further- more, my Executor may, by an instrument in writing delivered to my Trustee, direct my Trustee to hold a specified portion of a trust created" hereunder as a separate trust. Any such direction shall be effective as of the date of my death. (2) My Trustee may, at any time and from time to time~ divide any trust hereunder into two or more separate trusts (based on the fair market value of the trust assets at the time of the division) and combine two or more trusts hereunder with substantially identical terms (whether or not such trusts were previously separated from one trust). (3) If a trust is held as, or divided into, separate trusts, my Executor or my Trustee, as the case may be, may, at any time prior to a combination of such trusts, (a) make differ- ent tax elections (including the allocation of the GST Exemption) with respect to each separate trust, (b) expend principal and exercise any other discretionary powers with respect to such separate trusts differently, (c) invest such separate trusts differently, and (d) take all other actions consistent with such trusts being separate entities. Further, the donee of any special power of appointment, if applicable, with respect to a ~~ -15- trust so divided may exercise such power differently with respect to the separate trusts created by the division. (4) I anticipate that my Executor or my Trustee, as the case may be, may hold property as one or more separate trusts or divide trusts hereunder for both tax and administrative reasons. For example if my Executor decides to allocate some or all of my GST Exemption to any trust created under the Overflow Trust, my Trustee may determine it to be desirable to create separate trusts in order that no trust hereunder has an inclusion ratio (as defined in Section 2642 (a) (1) of the Internal Revenue Code of 1986, as amended) other than zero or one. (5) I exonerate my Executor and my Trustee from any liability arising from any exercise or failure to exercise these powers, provided the actions (or inactions) of my Executor or my Trustee are taken in good faith. FOURTEENTH: No interest of any beneficiary under this Will, any Codicil hereto, or any trust created herein shall be subject to anticipation or to voluntary or involuntary alienation. FIFTEENTH: All estate, inheritance, succession and other death taxes imposed or payable by reason of my death and interest and penalties thereon with respect to all property comprising my , gross estate for death tax purposes, whether or not such property passes under this Will, (excepting, however, federal generation skipping transfer tax imposed by Chapter 13 of the Internal .J! 1;j/ , -16- ~ ~ 1 Revenue Code) shall be paid out of the residue of my estate, as if such taxes were expenses of administration, without apportion- ment or right of reimbursement. I authorize my Executor and Trustee to pay all such taxes at such time or times as deemed advisable. SIXTEENTH: If any devisee, legatee or beneficiary or any trust created herein contests the probate or validity of this Will, or any provision thereof, or institutes or joins in (except as a party defendant) any proceeding to contest the validity of this Will, or to prevent any provision thereof from being carried out in accordance with its terms (regardless of whether or not such proceedings are instituted in good faith and with probable cause), then all benefits provided for such devisee, legatee or beneficiary are revoked, and I give, devise and bequeath such benefits as if such contestant had predeceased me. If all of the beneficiaries of any trust created herein join in such contest or proceedings, then I give, devise and bequeath all interests so forfeited to Franklin and Marshall College, Lancaster, Pennsyl- vania, or its successors in interest, without restriction as to use. j~# -17- IN WITNESS WHEREOF, I have set my hand and seal on this my Last Will and Testament this S+J" day of 11 Cl"-..:.- '-\ , 1988. . I SIGNED, SEALED, PUBLISHED, and ,/ // ~."" DECLARED by I;IERMAN H. . WAGNER, SR. ffi/ .I j/' - .' ~ as and for h~s Last W~ll and . 1.>r)..,(.'1-'V~_. I 1/.(~1(~/_h(~ Testament, on. the da~ and yearJ i I / last above wr~ tten, ~n the /' ,j _~) < presence c;>f u~, who, at his /1) . , ,~'0: request, ~n h~s presence, and ,_ t,(, L iLl lV\={lIJ_L-lH ,{.I /"-.. in the presence of each other, / ~ I all being present at the same time, have hereunto subscribed our names as witnesses: "-... 7' .I 11 (. '- l.____nl. r' j L..,;L A. ] ( -.... " <<:J \.- -18- SELF-PROVING AFFIDAVIT COMMONWEALTH OF PENNSYLVANIA COUNTY OF CUMBERLAND SS. WE, HERMAN H. WAGNER, SR., and ,:11)1--1,,;,)') ,.J, ML..=,,{--i,~:s , 7>l'h,-..... I- Rt"~;rl-;.:..t~ , and Ten, f'1....sCq{4S , the Testator and the witnesses, respectively, whose names are signed to the attached or foregoing instrument, being first duly sworn, do hereby declare to the undersigned authority that the Testator signed and executed the instrument as his Last Will and that he had signed willingly (or willingly directed another to sign for him), and that he executed it as his free and voluntary act for the purposes therein expressed, and that each of the witnesses, in the presence and hearing of the Testator, signed the Will as witness and to the best of his or her knowledge the Testator was at that time eighteen (18) years of age or older, of sound mind, and under no constraint or undue influence. / , L/ E N H. WAGN , "- ') ZJ~l,-It;,r' ~7}/(l..~c ~~~--1--' 'Witness lJ. " ~J LJ~/J . \. ;\ iLI'-J{. t .,( (L'i-'f '[;. ( f )/}(..(1 AJ Witness . J \../. ''--1- V)~ ~~~ ~I ~c( '_'~( ,.J) (. '( &(~) Subscribed, sworn to, and acknowledged before me by HERMAN H. WAGNER, SR., the Testator, and subscribed and sworn to before me by I1n +-1, t:n 'I ....J. fv( '-\:S<:/t / (). s , Di! hIe.. L, Ke..; ur. c:. h , and '::J I Ton; /"( \A..S(cd 1..-\ S wi tnesses, this S'rt, day of MC\.'f.:.h , 1988. Y){a-,.! /J 6/,7_____~ Notary Public My Commission Expires: 0,,- t.h?.... :11/ Iq~./ IN THE MATTER OF THE TRUST UNDER WILL OF HERMAN H. WAGNER, SR., DECEASED IN THE COURT OF COMMON PLEAS OF CUMBERLAND COUNTY, PENNSYL VANIA ORPHANS' COURT DIVISION NO. 21-88-219 CERTIFICATE OF NOTICE I, Todd F. Truntz, Esquire, Attorney for the Trustee, David E. Fritchey, hereby certify that I have given notice as required by Pa. O.c. Rule 6.33 and C.C.O.C.R. 6.3-1, together with a copy of the Third and Intermediate Account of David E. Fritchey, Trustee ofthe Trust Under Will of Herman H. Wagner, Sr., deceased, upon the parties interested in this proceeding by depositing a true and correct copy ofthe same via certified United States mail, first-class postage prepaid, return receipt requested, and addressed as follows: Wendy Wagner 1319 NE 14th Avenue Fort Lauderdale, FL 33304 Russell Wagner 11599 W. Clearwater Court Homosassa, FL 34448 Summer Wagner Lyman 214 Wildwood Circle Key Largo, FL 33037-4220 Terry Wagner P.O. Box 261163 Tampa, FL 33685 s--:? '.-:::0 -::-0 ~o -~~~~ ;C)O C)-n c . :D ---) ---; :i> to-.:) <= <= <::0 :x ;0;... -< Dawn Wagner 413 Westminster Blvd. Oldsmar, FL 34677 Edward Abel Torres c/o Dawn Wagner 413 Westminster Blvd. Oldsmar, FL 34677 W -0 :J: , /~") --.j Cy !"1-' ~ Remington Meck Gagnard- Wagner c/o Wendy Wagner 1319 NE 14th Avenue Fort Lauderdale, FL 33304 C) -.I A copy of the notice is attached to this certificate. Date: May 12,2008 By: KEEFER WOOD ALLEN & RAHAL, LLP TO~l,~~ --~ Identification No. 83302 635 N. 12th Street, Suite 400 Lemoyne, P A 17043 Attorney for Trustee( s) ~~ IN THE MATTER OF THE TRUST UNDER WILL OF HERMAN H. WAGNER, SR., DECEASED IN THE COURT OF COMMON PLEAS OF CUMBERLAND COUNTY, PENNSYLVANIA ORPHANS' COURT DIVISION NO. 21-88-219 NOTICE OF AUDIT To the following beneficiaries of the Trust Under Will of Herman H. Wagner, Sr., deceased: Wendy Wagner 1319 NE 14th Avenue Fort Lauderdale, FL 33304 Summer Wagner Lyman 214 Wildwood Circle Key Largo, FL 33037-4220 Dawn Wagner 413 Westminster Blvd. Oldsmar, FL 34677 Russell Wagner 11599 W. Clearwater Court Homosassa, FL 34448 Terry Wagner P.O. Box 261163 Tampa, FL 33685 Edward Abel Torres c/o Dawn Wagner 413 Westminster Blvd. Oldsmar, FL 34677 Remington Meck Gagnard-Wagner c/o Wendy Wagner 1319 NE 14th Avenue Fort Lauderdale, FL 33304 o C;;O :323 ',--0 .'~~g; (n ;,:>';: c;o )c)., _.,{= "_J ::0 -I ~ NOTICE is hereby given that the Third and Intermediate Account of David E. Fritchey, Trustee, of the Trust Under Will of Herman H. Wagner, Sr., deceased, will be filed in the Office of the Clerk of the Orphans' Court Division of the Court of Common Pleas of Cumberland County, Pennsylvania, on or before May 16, 2008, and that the Clerk will present the same to the Court for confirmation, audit and distribution on June 17,2008. Any person who objects to the transactions shown in the Account must file written objections with the Clerk on or before 9 a.m. on June 17, 2008, or the COUl1 may otherwise assume that no objections exist or that any objections have been waived. A copy of the Third and Intermediate Account of the Trustee (including all attachments and exhibits), is enclosed herewith. If you have questions concerning the enclosed documents, please contact the undersigned. Date: May 12, 2008 KEEFER WOOD ALLEN & RAHAL, LLP ~----~~~ Todd F. Truntz, Esquire Identification No. 83302 635 N. 12th Street, Suite 400 Lemoyne, P A 17043 Attorney for Trustee(s) ,....." = <= cx:o :x :l3- -< W -0 :x ':'? C) -J ~~. l~;-~~ -~ ~: fl . , '.J CHARLES W. RUBENDALL II ROBERT L. WELDON EUGENE E. PEPINSKY, ..JR. ..JOHN H. ENOS m GARY E. FRENCH DONNA S. WELDON BRADFORD DORRANCE ..JEFFREY S. STOKES ROBERT R. CHURCH STEPHEN L. GROSE R. SCOTT SHEARER ELYSE E. ROGERS CRAIG A. LONG YEAR ..JOHN A. FEICHTEL STEPHANIE KLEINFELTER DONALD M. LEWIS III ERIC R. AUGUSTINE TODD F. TRUNTZ CAROL L. VERISH KEEFER WOOD ALLEN & RAHAL, LLP ATTORNEYS AT LAW 635 NORTH 12TH STREET, SUITE 400 LEMOYNE. PA 17043 ESTABLISHED IN 1878 OF COUNSEL: HEATH L. ALLEN N. DAVID RAHAL SAMUEL C. HARRY PHONE 717-612-5800 FAX 717-612-5805 EIN No. 23-0716135 www.keeferwood.com HARRISBURG OFFICE: 210 WALNUT STREET HARRISBURG, F'A 17101 PHONE 717-255-8000 May 13, 2008 717-612-5807 ttruntz@keeferwood.com VIA HAND DELIVERY Clerk of the Orphans' Court Court of Common Pleas of Cumberland County One Courthouse Square Carlisle, PA 17013 RE: Third and Intermediary Account of the Trust Under the Will of Herman H. Wagner, Sr. Dear Sir/Madam: C) So .]~~C) :'~~~ 3~ JJ ..'0 --I J.:.... f'-o..) = <= 00 ::c: :x:z,. -< W -0 :x ~ C) 0"\ r.', ,".......i :":rr "J rTl Enclosed for filing for the above-referenced trust are the following: 1. Third and Intermediary Account of the Trust Under the Will of Herman H. Wagner, Sr.; 2. Petition for Adjudication/Statement of Proposed Distribution Pursuant to Pa. O.C. 6.9; 3. Certificate of Notice to Beneficiaries; 4. A copy of the Last Will and Testament of Herman H. Wagner, Sr.; and, 5. Check in the amount of $380.00 to cover the filing fee. The Account and Petition are submitted in duplicate pursuant to Local Orphans' Court Rule No. 6.1-1(g). Kindly time-stamp the remaining two (2) copies and return them with our messenger. Clerk of the Orphans' Court May 13, 2008 Page 2 Please advise if anything further is required. Thank you very much for your assistance. Sincerely yours, ~ --.i-:: . 'i. t\ --~-:- -- ~-----==-- ~-- Todd F. Truntz waw Enclosures cc: David E. Fritchey, Esquire Robert R. Church, Esquire