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Home My WebLink About10-16-08 (2)•~L ~ 15056041192 REV-1500 Ex (06-OS) OFFICIAL USE ONLY PA Department of Revenue County Code Year File Number Bureau of Individual Taxes INHERITANCE TAX RETURN Po Box zaosol 21 0 8 0 6 9 4 Harris burg, PA 17128-0801 RESIDENT DECEDENT ENTER DECEDENT INFORMATION BELOW Social Security Number Date of Death Date of Birth 204 26 8965 06 11 2008 08 10 1932 Decedent's Last Name Suffix Decedent's First Name MI Armstrong Mr• Frank D (If Applicable) Enter Surviving Spouse's Information Below Spouse's Last Name Suffix Spouse's First Name MI Armstrong Mrs Barbara H spouse's social Security Number THIS RETURN MUST BE FILED IN DUPLICATE WITH THE 191 24 5427 REGISTER OF WILLS FILL IN APPROPRIATE OVALS BELOW ~ 1. Original Return Q 2. Supplemental Return O 3. Remainder Return (date of death prior to l2-13-82) O 4. Limited Estate d 4a. Future Interest Compromise (date of O 5. Federal Estate Tax Return Required death after 12-12-82) ~ 6. Decedent Died Testate C7 7. Decedent Maintained a Living Trust 8. Total Number of Safe Deposit Boxes (Attach Copy of Will) (Attach Copy of Trust) O 9. Litigation Proceeds Received D 10. Spousal Poverty Credit (date of death Q 11. Election to tax under Sec. 9113(A) between 12-31-91 and 1-1-95) (Attach Sch. O) CORRESPONDENT -This section must be completed. All Correspondence and Confidential Tax Information Should be Directed to: Name Daytime Telephone Number Elyse E• Rogers, Esquire ?17 612 5801 Firm Name (If Applicable) Keefer Wood Allen & Rahal, LLP First fine of address 635 North 12th Street, Suite 400 Second line of address City or Post Office State ZIP Code Lemoyne PA 17043 REGISTER OF WILLS USE~?LY C 0 ~° _ ~'~~ o am m i-... y J ~i ~ ~ ~-j ~ T-EfILED N tJ .~" Correspondent's a-mail address: erogerS pl7keeferwOOd.COm Under penalties of perjury, I declarethat I have examined this return, includingaccompanyingschedules and statements, and to the bestof 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. SI~TUREOF PERSON RESPONSIBLE FO FILING RETURN DATE ~~a--F/~.~c~ ~yyLt~// / D 0 ADDRESS Barbara H. Armstrong 1958 Chestnut Street, Camp HiII,~A 17011 -! S~ -o H~~n~~° tlyse . Kogers, tsquir 635 N. 12th St et, Lemoyne, PA 170 3 PLEASE USE ORIGINAL FORM ONLY 15056041192 Side 1 15056041192 J 15056D42193 Rev-1500 EX Decedent's Social Security Number Decedent's Name: Frank D. Armstrong Mr. 2 0 4 2 6 8 9 6 5 RECAPITULATION 1. ......................................... Real estate (Schedule A) 1. D • 0 0 2. Stocks and Bonds (Schedule B) • ................................... 2, 2 4 6 , 8 9 5.15 3. Closely Held Corporation, Partnership or Sole-Proprietorship (Schedule C) ...... 3. 0 ' 0 0 4. Mortgages & Notes Receivable (Schedule D) ........................... q, D • 0 0 5. Cash, Bank Deposits & Miscellaneous Personal Property (Schedule E) ......... 5. 6 , 2 3 0 •8 9 &. Jointly Owned Property (Schedule F) O Separate Billing Requested .. • ... 6. 0 • D D 7. Inter-Vivos Transfers & Miscellaneous Non-Probate Property (Schedule G) D Separate Billing Requested ...... 7. 8 3 8 , 2 4 2.9 8 8. Total Gross Assets (total Lines 1-7) ................................ g. 1, 0 91, 3 6 9 •0 2 9. Funeral Ex enses & Administrative Costs Schedule H p ( ) .................... 9. 14 , 4 0 5 •6 3 10. Debts of Decedent, Mort a Liabiiities, & Liens Schedule I 9 9e ( ) ............... 10. D ' D 0 11. Total Deductions (total Lines 9 & 10) ............................... . 11. 14 , 4 0 5.6 3 12. Net Value of Estate (Line 8 minus Line 11) 12. 1 , 0 7 6 , 9 6 3 •3 9 13. Charitable and Governmental Bequests/Sec 9113 Trusts for which an election to tax has not been made (Schedule J) ....................... 13. 2 3 8 , 7 2 D • 41 14. Net Value Sub"ect to Tax Line 12 minus Line 13 1 ( ) ....................... ia. 8 3 8 , 2 4 2.9 8 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 838,242.98 is. 0.00 16. Amount of Line 14 taxable at lineal rate X .045 D• D D 16. D• D O 17. Amount of Line 14 taxable at sibling rate X .12 D• D D 17 D• D O 18. Amount of Line 14 taxable at collateral rate X .15 D• D D 1 g D• D O 19. TAX DUE .................................................... 19. D • D 0 20. FILL IN THE OVAL IF YOU ARE REQUESTING A REFUND OF AN OVERPAYMENT ~ Slde 2 15056042193 15056042193 J Rev-1500 EX Page 3 Decedent's Complete Address: Fle Number 21 08 0694 DECEDENTS NAME Frank D. Armstron Mr. DECEDENTS SOCIAL SECURITY NUMBER 204-26-8965 STREET ADDRESS 1958 Chestnut Street CITY Camp Hill STATE PA ZIP 17011 Tax Payments and Credits: 1. Tax Due (Page 2 Line i9) 2. Credits/Payments A. Spousal Poverty Credit 0.00 B. Prior Payments 0.00 C. Discount 0.00 Total Credits (A + B + C} 3. Interest/Penalty if applicable D. Interest 0.00 E. Penalty 0.00 Total Interest/Penalty {D + E) 4. If Llne 2 is greater than Line 1 + Line 3, enter the difference. This is the OVERPAYMENT. FIII In oval on Page 2, Llne 20 to request a refund. 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. (1) 0.00 (2} 0.00 (3) 0.00 (4) (5) (sA) 0.00 B. Enter the total of Line 5 + SA. This is the BALANCE DUE. (SB) Make Check Payable to: REGISTER OF WILLS, AGENT PLEASE ANSWER THE FOLLOWING ~IUESTIONS 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; .. , • . , • , • • • • . , , , • • , . • • , • • • • • • , • • • • b. retain the right to designate who shall use the property transferred or its income; • • • • • • • .. • ... u c. retain a reversionary interest; or ................................................ d. receive the promise for life of either payments, benefits or care? .. • ..................... Q 2. If death occurred after December 12, 1982, did decedent transfer property within one year of death without receiving adequate consideration? ............ . ....................... 3. Did decedent own an "intrust for' or payable upon death bank account or security at his or her death? 4. Did decedent own an Individual Retirement Account, annuity, or other non-probate property which contains a beneficiary designation? .......................................... 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)(i)j. For dates of death on or after January 1, 1995, 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)]. 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)]. 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 -1503 EX+ (8-98) COMMONWEALTH OFPENNSYLVANIA INHERITANCETAX RETURN RESIDENTDECEDENT SCHEDULE B STOCKS & BONDS ESTATE OF FILE NUMBER Frank D. Armstrong Mr. 21 08 0694 (If more space is needed, insert additional sheets of the same size) Estate Valuation Date of Death: 06/11/2008 Valuation Date: 06/11/2008 Processing Date: 07/14/2008 Estate of: Estate of Frank Armstrong Account: 92173 Report Type: Date of Death Number of Securities: 3 File ID: Armstrong, Frank Estate Smith Barney Shares Security Mean and/or Div and Znt Security or Par Description High/Ask Low/Bid Adjustments Accruals Value 1) 2843.915 AMERICAN HIGH-INCOME MUN BD FD (026545103) COM Mutual Fund (as quoted by NASDAQ) 06/11/2008 14.52000 Mkt 14. 520000 41,293.65 2) 11400 NWEEN PERFORMANCE PLUS MUN FD (67062P108) COM New York Stock Exchange 06/11/2008 13.38000 13.18000 H/L 13. 280000 Div: 0.057500 Ex: 06/11/2008 Rec: 06/15/2008 Pay: 07/01/2008 + 0. 057500 13 .337500 152,047.50 3) 4000 NUVEEN DIVID ADVANTAGE MUN FD (67066V101) COM New York Stock Exchange 06/11/2008 13.40000 13.25000 H/L 13 .325000 Div: 0.063500 Ex: 06/11/2008 Rec: 06/15/2008 Pay: 07/01/2008 + 0 .063500 13 .388500 53,554.00 Total Value: $246,895.15 Total Accrual: $0.00 Total: $246,895.15 Page 1 This report was produced with EstateVal, a product of Estate Valuations & Pricing Systems, Inc. If you have questions, please contact EVP Systems at (818) 313-6300 or www.evpsys.com. (Revision 7.1.0) REV-1508 EX+(8-98) COMMONWEALTH OF PENNSYLVANIA INHERITANCETAX RETURN RESIDENTDECEDENT SCHEDULE E CASH, BANK DEPOSITS, & MISC. PERSONAL PROPERTY ESTATE OF FILE NUMBER Frank D. Armstrong Mr. 21 08 0694 Include the proceeds of litigation and the date the proceeds were received by the estate. All property jointly-owned with right of survivorship must be disclosed on Scheduel F. (If more space is needed, insert additional sheets of the same size) t_,. , G , « ,,CC,, -- - - -- 8 SECtfRITY FEJtNAES INCLUDED. DETAILS ON BACK. LLi ; ____ --- _ --. ~~'Cl L9 ~ 5 3~' ~:p 3 ~ 3O i846~. 5 2 00 28`5$ qua REV-1510 EX+15-88) COMMONWEALTH OF PENNSYLVANIA INHERITANCETAX RETURN RESIDENTDECEDENT SCHEDULE G INTER-VIVOS TRANSFERS & MISC. NON-PROBATE PROPERTY ESTATE OF FILE NUMBER Frank D. Armstrong Mr. 21 08 0694 This schedule must be completed and filed if theanswerto any of questions 1 through 4on the reverseside ofthe REV-1500 COVER SHEETis yes. ITEM NUM DESCRIPTION OF PROPERTY INCLUDE NAME OF TRANSFEREE, RELATIONSHIP TODECEDENT& DATE OFTRANSFER. ATTACH COPYOF DEED FOR REAL ESTATE DATE OF DEATH VALUE OF ASSET %OFDEC'S INTEREST IXCLUSION (IFAPPLICABLE) TAXABLE VALUE 1 Smith Barney IRA 724-63551-14 838,242.98 100 838,242.98 Beneficiary: Decedent's surviving spouse, Barbara Armstrong Per Smith Barney letter 07/11/08 TOTAL (Also enter on line 7, Recapitulation) (If more space is needed, insert additional sheets of the same size) 838,242.98 11 North 3rd Street 2nd Floor Strawberry Square Harrisburg, PA 17101 Page 2 Tel 717 780 1700 Fax 717 233 2090 Toll Free 800 237 1700 Frank Arm~tr~n~ iRA 724-63551-14 c ti smith barney Quanti Descri tion Price Value 30,648.40 Bank Deposit Program 1.00 30,663.62 13,259.69 Bond Fund of America 12.67 168,000.31 3,068.28 Capital Income Builder Fund 58.06 178,144.74 1,500 Cltl rou 19.21 28,815.00 9,297.41 Income Fund of America 17.79 165,400.95 6,041.08 Investment Co of America 29.88 180,507.56 250 Kinder Morgan Ener Ptr 58.54 14,635.00 200 M&T Bank 77.71 15,542.00 200 T Rowe Price Grou 56.77 11,354.00 25,000 Washington Mutual Bank 5.15% due 8/1/08 100.27 25,067.00 20,000 Countrywide Bank 4.70% due 11/17/08 100.56 20,112.80 TOTAL 838,242.98 Should you require additional information please don't hesitate to contact us. ly, Koons Business Development Associate /dak The information herein has been obtained from sources we believe to be reliable, but we do not guarantee its accuracy or completeness. Citigroup Global Markets Inc. The information set forth was obtained from sources which we believe reliable but we do not guarantee its accuracy or completeness. Neither the information nor any opinion expressed constitutes a solicitation by us of the purchase or sale of any securities. REV-1511 EX+(10-OB) COMMONWEALTH OF PENNSYLVANIA INH ERITANCE TAX RETURN RESIDENTDECEDENT SCHEDULE H FUNERAL EXPENSES & ADMINISTRATIVE COSTS ESTATE OF FILE NUMBER Frank D. Armstrong Mr. 21 08 0694 Debts of decedent must be reported on Schedule I. ITEM NUMBER DESCRIPTION AMOUNT A. FUNERAL EXPENSES: See schedule attached B. ADMINISTRATIVE COSTS: y. Personal Representative's Commissions Name of Personal Representative(s) Street Address GtY State Zip Year(s) Commission Paid: 2. Attorney Fees 3. Family Exemption; (If decedent's address is not the same as claimant's, attach explanation) Gaimant Barbara Armstrong street Address 1958 Chestnut Street City Camp Hill State PA Zip 17011 Relationship of Claimant to Decedent SUPVIVInq SpOUSe 4. Probate Fees 5. Accountant's Fees 6. Tax Return Preparer's Fees 7 Keefer Wood Allen & Rahal, LLP, reimburse miscellaneous out of pocket expenses 8 Cumberland Law Journal, legal advertising 9 The Sentinel, legal advertising 5,761.99 4,500.00 3,500.00 368.00 50.00 75.00 150.64 TOTAL (Also enter on line 9, Recapitulation) 14,405.63 (If more space is needed, insert additional sheets of the same size) Page 2 Estate of: Frank D. Armstrong Mr. 21 08 0694 Schedule H, Part A -Funeral Expenses Item Number Description Amount 1 Musselman Funeral Home 4,722.00 2 Pastor Joel Petruschke 100.00 3 Grace Lutheran Church, funeral luncheon 544.99 4 EB Monument 110.00 5 Funeral flowers 285.00 TOTAL. (Carry forward to main schedule) ...... 5,761.99 REV -1513 EX+ (g-00) SCHEDULE J COM NOHERTANCEOTAXRETURNANIA BENEFICIARIES RESIDENTDECEDENT ESTATE OF FILE NUMBER Al~f1 A Frank D. Armstrong Mr. c I vo voy+ RELATIONSHIP TO DECEDENT AMOUNT OR SHARE NUMBE NAME AND ADDRESS OF PERSONS RECEIVING PROPERTY Do Not Llst Trustees OF ESTATE T TAXABLE DISTRIBUTIONS [include outright spousal distributions, and transfers under Sec. 9116(a)(1.2)] Barbara H. Armstrong Surviving spouse 838,242.98 1958 Chestnut Street Camp Hill, PA 17011 ENTER DOLLAR AMOUNTS FOR DISTRIBUTIONS SHOWN ABOVE ON LINES 15 TH ROUG H 18, AS APPROPRIATE, ON REV-1500 COVER SH EET TT NON-TAXABLE DISTRIBUTIONS: A. SPOUSAL DISTRIBUTIONS UNDER SEC. 9113 FOR WHICH AN ELECTION TO TAX IS NOT BEING MADE 1 Armstrong Residuary Unified Credit Trust 238,720.41 c/o Barbara Armstrong, Trustee 1958 Chestnut Street Camp Hill, PA 17011 B. CHARITABLE AND GOVERNMENTAL DISTRIBUTIONS TOTAL OF PART II -ENTER TOTAL NON-TAXABLE DISTRIBUTIONS ON LINE 13 OF REV-1500 COVER SHEEP 238,720.41 (If more space is needed, insert additional sheets of the same size) Estate of Frank D. Armstrong Date of Death: June 11, 2008 Calculation of Value of Residuary Trust Inheritance Tax Schedules Probate Estate Schedule B Schedule E Schedule G Total Gross Assets Subject to Tax Deductions Schedule H Total Deductions Net Assets Subject to Tax Residuary U.C. Trust $ 246,895.15 $ 6,230.89 Non-Probate - to Spouse $ 838,242.98 $ 253,126.04 $ 838,242.98 $ (14,405.63) $ (14,405.63) $ 238,720.41 $ 238,720.41 $ 838,242.98 Total $ 246,895.15 $ 6,230.89 $ 838,242.98 $ 1,091,369.02 $ (14,405.63) $ (14,405.63) $ 1,076,963.39 LAST WILL AND TESTAMENT OF FRANK D. ARMSTRONG I, FRANK D. ARMSTRONG, of Cumberland County, Pennsylvania, make this Will, hereby revoking all my former Wills and Codicils. ARTICLE ONE DEFINITIONS § 1.1 As used herein, the following terms shall have the following meanings: § l.l.l "My Wife" shall mean BARBARA H. ARMSTRONG. § 1.1.2 "My Children" shall mean My Wife's daughter, WENDY MERCHANT, and my children, PATRICIA ARMSTRONG, WILLIAM P. ARMSTRONG and FRANK D. ARMSTRONG, JR. § 1.1.3 "My issue" shall mean My Children, as defined in § 1.1.2 above, and the descendants of My Children. ARTICLE TWO TANGIBLE PERSONAL PROPERTY § 2.1 I bequeath al] my tangible personal property, including by way of illustration but not by way of limitation, my household furniture and furnishings, paintings, books, automobiles, jewelry and personal effects, exclusive of any such property used in a trade or business, in accordance with the terms of a signed and dated memorandum I may prepare. If no such memorandum is located or received by the Executor within sixty (60) days after being appointed as such, after conducting a reasonable search for such memorandum, the Executor shall be held harmless for distributing such property as hereinafter provided. § 2.2 I bequeath any such property not disposed of by such memorandum, or all of such property if no such memorandum is so located or received, to My Wife, if she survives me. If My Wife does not survive me, I bequeath such assets to My Children living at my death to be divided among them in as nearly equal shares as they agree. In the event of irreconcilable disagreement among My Children, they shall take alternate turns selecting individual items with my oldest Child making the first selection. Any items not so selected shall be sold and the proceeds shall pass as a part of my residuary estate. § 2.3 To the extent practicable in the Executor's sole discretion, I bequeath any policies of insurance on such property to the beneficiary entitled to such property. § 2.4 I direct that the expenses of storing, packing, shipping, insuring and delivering any such property to the beneficiary entitled thereto shall be paid by the Executor as an administrative expense of my estate. ARTICLE THREE MARITAL TRUST § 3.1 If My Wife survives me, I devise and bequeath to my Trustee herein named, an amount equal to the value of my probate estate (determined on the basis of the values finally determined for federal estate tax purposes), other than property passing under the foregoing provisions of this Will, reduced by an amount, if any, needed to increase my taxable estate so that the federal estate tax as finally determined, after taking into consideration my adjusted taxable gifts, will equal my unified credit, the credit for property previously taxed and the state death tax credit (to the extent that the use of said credit does not result in an increase in the state death taxes otherwise payable) available against such tax, assuming that an election were made to -2- qualify all qualified terminable interest property, other than the trust provided for under Article Four of this Will, for the federal estate tax marital deduction whether or not such election is actually made. This trust, to be known as the Marital Trust, maybe composed of cash, of property in kind or partly of cash and partly of property in kind, and shall be funded only with property which qualifies for the federal estate tax marital deduction in my estate, valued at the date of distribution, and which, to the extent other property is available, shall not include property for which a foreign death tax credit is available. The Marital Trust shall be administered and distributed in accordance with the following provisions of this Article Three: § 3.1.1 The Trustee shall hold, manage, invest and reinvest the trust property, shall collect the income thereof and shall distribute the net income in quarter-annual installments, or more frequently if the Trustee deems it advisable, to or for the benefit of My Wife. § 3.1.2 The Trustee may also distribute to or for the benefit of My Wife so much of the principal of the trust property as the Trustee shall from time to time deem necessary or proper for My Wife's health, maintenance and support, taking into account other available funds, including her individual assets. § 3.1.3 Upon the death of My Wife, (a) the Trustee shall pay any accrued or undistributed net income to My Wife's personal representative and shall also pay to My Wife's personal representative or directly to the taxing authority from the principal of the trust property the additional amount of estate taxes, inheritance taxes, transfer taxes and other taxes of a similar nature, and all interest and penalties with respect to any such taxes, attributable to the inclusion of the value of this trust in My Wife's estate for such tax purposes; and (b) the Trustee shall then distribute the balance of the trust property in accordance with the provisions of Article Five hereof. ARTICLE FOUR RESIDUARY UNIFIED CREDIT TRUST § 4.1 If My Wife survives me, I devise and bequeath to my Trustee, herein named, all of the rest, residue and remainder of my estate, to be held for the benefit of My Wife in trust, in accordance with the following provisions of this Article Four: -3- § 4.1.1 The Trustee shall hold, manage, invest and reinvest the trust property, shall collect the income thereof and, during the life of My Wife, the Trustee shall distribute the net income in quarter-annual installments, or more frequently if the Trustee deems it advisable, to or for the benefit of My Wife. § 4.1.2 The Trustee may also distribute to or for the benefit of My Wife, so much of the principal of the trust property as the Trustee shall from time to time deem necessary or proper to adequately provide for My Wife's health, maintenance and support, taking into account other available funds, including her assets; provided, however, no such distribution shall be made until all assets held in the trust created by Article Three of this Will are first expended or exhausted. § 4.1.3 Upon the death of My Wife, the Trustee shall distribute the balance of the trust property in accordance with the provisions of Article Five hereof. ARTICLE FIVE UPON THE DEATH OF THE SURVIVOR OF MY WIFE AND ME § 5.1 Upon my death, if My Wife does not survive me or to the extent she is deemed to have predeceased me as a result of a valid disclaimer, or if My Wife survives me, then upon My Wife's death, all assets not otherwise disposed of by this Will or to be distributed in accordance with this Article Five shall be distributed to my issue then living, per stirpes, subject to being held in trust in accordance with the provisions of Article Six hereof. ARTICLE SIX TRUST FOR BENEFICIARY UNDER 30 YEARS OF AGE § 6.1 Except as otherwise maybe provided in this Will, if any beneficiary, other than a Child of mine, is entitled to receive a mandatory distribution of property from my estate or from any trust created by this Will and is under thirty (30) years of age, I devise and bequeath such property to my Trustee, herein named, or I direct that such property be held by my Trustee in continued trust, as the case maybe, for the benefit of such beneficiary, in trust, in accordance with the following provisions of this Article Six: -4- § 6.1.1 While each such beneficiary is under twenty-one (21) years of age, the Trustee shall hold, manage, invest and reinvest the trust property, shall collect the income thereof and shall apply to or for the benefit of such beneficiary so much of the net income and, if the net income is insufficient, so much of the principal of the trust property as the Trustee, in the Trustee's discretion, shall from time to time deem necessary or proper for such beneficiary's health, maintenance, support and complete education. The Trustee shall annually accumulate any net income not so .distributed and add the same to the principal of the trust property. § 6.1.2 After such beneficiary attains twenty-one (21) years of age, the Trustee shall continue to hold, manage, invest and reinvest the trust property, shall collect the income thereof and shall distribute the net income in quarter-annual installments, or more frequently if the Trustee deems it advisable, to or for the benefit of such beneficiary. § 6.1.3 In addition to the foregoing, after such beneficiary attains twenty-one (21) years of age, the Trustee may distribute to or for the benefit of such beneficiary so much of the principal of the trust property as the Trustee, in the Trustee's discretion, shall from time to time deem necessary or proper for such beneficiary's health, maintenance, support and complete education, including college and graduate education, and professional, vocational or technical training, and to assist such beneficiary with his or her reasonable wedding expenses, in the purchase of a principal residence and in the establishment of a profession or of a business considered a good risk by the Trustee, taking into account other available funds, including such beneficiary's assets. § 6.1.4 At any time after such beneficiary attains thirty (30) years of age, such beneficiary may withdraw any or all of the principal of his or her trust. § 6.1.5 If such beneficiary dies before the complete termination of his or her trust, the Trustee shall distribute the property then held in trust as follows: § 6.1.5.1 If the benef ciary's trust is a Non-GST Exempt Trust as defined in § 8.2.9 herein, the Trustee shall distribute the property then held in trust for such beneficiary to such persons or entities (including the beneficiary's estate), in such amounts and upon such trusts, terms and conditions as the beneficiary by his or her last Will may appoint by specific reference to this general power of appointment. Any property not so appointed shall be divided into shares for the beneficiary's issue then living, per stirpes, or if none, for the issue then living of the parent of the beneficiary who was a descendant of mine, per stirpes, or if none, for my issue then living, per stirpes, and in all circumstances subject to being held in continued trust in accordance with the provisions of this Article Six. -5- § 6.1.5.2 If the beneficiary's trust is a GST Exempt Trust as defined in § 8.2.9 herein, the Trustee shall distribute the property then held in trust for such beneficiary to such of my issue other than the beneficiary in such amounts and upon such trusts, terms and conditions as the beneficiary by his or her last Will may appoint by specific reference to this special power of appointment. Before exercising such special power of appointment, I request that the beneficiary seek counsel regarding the generation skipping transfer tax effects of such exercise. Any property not so appointed shall be divided into shares for the beneficiary's then living issue, per stirpes, or if none, for the issue then living of the parent of the beneficiary who was a descendant of mine, per stirpes, or if none, for my then living issue, per stirpes, and in all circumstances subject to being held in continued trust in accordance with the provisions of this Article Six. ARTICLE SEVEN APPOINTMENT OF FIDUCIARIES § 7.1 I appoint My Wife as Executrix of this Will. If she should be unable or unwilling to act or continue to act, for any reason whatsoever, I appoint BRADLEY J. GUNNISON, ESQUIRE as successor Executor. If BRADLEY J. GUNNISON, ESQUIRE is unable or unwilling to act or continue to act, for any reason whatsoever, I appoint PNC BANK, N.A. as my successor Executor. All references herein to the "Executor" shall mean my originally appointed Executrix or my successor Executor, as the case maybe. § 7.2 I appoint My Wife as Trustee of any trust created by this Will. If she should be unable or unwilling to act or continue to act, for any reason whatsoever, I appoint PNC BANK, N.A. ("PNC") as successor Trustee. PNC and its successors shall be known as the "Corporate Trustee." The Corporate Trustee may resign at any time, for any reason whatsoever. At any time and from time to time, the then income beneficiaries of all trusts hereunder, by majority vote, may require the resignation of the Corporate Trustee. Upon the resignation of the Corporate -6- Trustee, the then income beneficiaries of all trusts hereunder, by majority vote, shall appoint a successor Corporate Trustee, who shall be a banking or financial services institution with fiduciary powers which is not related or subordinate to any such income beneficiary within the meaning of Section 672(c) of the Internal Revenue Code. All references herein to the "Trustee" shall mean the originally appointed Trustee or the successor Corporate Trustee, as the case may be. § 7.3 I appoint the Trustee then serving hereunder as Guardian of the estates of any minor beneficiaries under this Will, including the proceeds of any life insurance on my life payable to such minors and any other property, rights or claims with respect to which I am entitled to appoint a guardian and have not otherwise specifically done so. The Guardian shall have full authority to use such assets, both principal and income, in any manner the Guardian shall deem advisable for the best interests of the minor, including college and graduate education, and professional, vocational or technical training, without securing a court order. ARTICLE EIGHT POWERS OF FIDUCIARIES § 8.1 No fiduciary under this Will shall be required to give bond or other security for the faithful performance of the fiduciary's duties. § 8.2 Any such fiduciary shall have the following powers, in addition to those given by law: § 8.2.1 To invest in, accept and retain any real or personal property, including stock of a corporate fiduciary or its holding company, without restriction to legal investments; provided, however, if any property that forms a -7- part of the principal of the trust established by Article Three of this Will is unproductive, My Wife may at any time and from time to time by a written notice require the Trustee of said trust either to make any or all of such property productive or to convert such property within a reasonable time after the Trustee receives such notice; § 8.2.2 To sell, exchange, partition or lease for any period of time any real or personal property and to give options therefor for cash or credit, with or without security; § 8.2.3 To borrow money from any person, including any fiduciary acting hereunder, and to mortgage or pledge any real or personal property; § 8.2.4 To hold shares of stock or other securities in nominee registration form, including that of a clearing corporation or depository, or in book entry form or unregistered or in such other form as will pass by delivery; § 8.2.5 To engage in litigation and compromise, arbitrate or abandon claims; § 8.2.6 To make distributions in cash, or in kind at current values, or partly in each, allocating specific assets to particular distributees on a non-pro rata basis, and for such purposes to make reasonable determinations of current values; § $.2.7 To make elections, decisions, concessions and settlements in connection with all income, estate, inheritance, gift or other tax returns and the payment of such taxes, without obligation to adjust the distributive share of income or principal of any person affected thereby; § 8.2.8 To join with My Wife ox her personal representative in the filing of a joint income tax return for any period for which such a return maybe permitted, without requiring her or her estate to indemnify my estate against liability for the tax attributable to her income, and to consent, for federal gift tax purposes, to having gifts made by My Wife during my lifetime treated as having been made half by me; § 8.2.9 To allocate, in the Executor's sole and absolute discretion, any portion of my exemption under Section 2631(a) of the Internal Revenue Code ("My GST Exemption"), to any property as to which I am the transferor, including any property transferred by me during my lifetime as to which I did not make an allocation prior to my death. Similarly, My Wife's Executor may allocate a portion or all of My Wife's exemption ("My Wife's GST Exemption") from generation skipping transfer tax to property held hereunder of which My Wife is deemed transferor. Any such election or allocation shall be binding upon the Trustee and any beneficiary of any trust created hereunder. The Trustee is directed to divide any trust created under this Will into two (2) or more separate -8- trusts, if necessary, to segregate the portion or portions of the trust or trusts created hereunder over which My GST Exemption or My Wife's GST Exemption has been allocated (the "GST Exempt Trusts") from the portion or portions of the trust or trusts created hereunder over which neither My GST Exemption nor My Wife's GST Exemption has been allocated (the "Non-GST Exempt Trusts"); provided, however, that any such separated trusts shall be held, administered and disposed of in accordance with the terms hereunder as identical trusts in all other respects, except as provided in § 6.1.5 above; § 8.2.10 To disclaim any interest I may have in any estate if the Executor deems such disclaimer to be in the best interests of my estate and the beneficiaries thereof; § 8.2.11 To merge, after the death of My Wife, any trust created hereunder with any other trust or trusts created by me or My Wife, under will or deed, if the terms of any such trust are substantially similar and are held for the primary benefit of the same persons, and if such merger shall not cause any adverse income, estate or generation skipping transfer tax consequence; § 8.2.12 Following the death of My Wife, to terminate any trust created herein, the principal of which is or becomes too small in the Trustee's discretion to make the establishment or continuance of the trust advisable, and to make immediate distribution of the then remaining trust property to the beneficiary then entitled to the income of the trust property or, if there is more than one beneficiary, to the beneficiaries then entitled to the income of the trust property, in proportion to their respective interests therein or, if such interests are not defined, in equal shares to such beneficiaries. The receipts and releases of the distributees will terminate absolutely the right of all persons who might otherwise have a future interest in the trust, whether vested or contingent, without notice to them and without the necessity of filing an account in any court; and § 8.2.13 To file the appropriate election in accordance with Section 2056(b)(7)(B)(v) of the Internal Revenue Code to designate whatever portion of the trust established in Article Three of this Will that the Executor, in the Executor's sole discretion, determines should qualify for the marital deduction. In making this determination, the Executor is directed to consider the present and projected financial requirements of My Wife, the expected period of survivorship of My Wife and the assets that have passed to My Wife other than under the provisions of this Will. If the Executor does not make an election pursuant to Internal Revenue Code Section 2056(b)(7)(B)(v) with respect to all of the assets held in trust under Article Three hereof, the respective trust estates thereunder maybe divided into separate trusts pursuant to the terms of the election and such division shall be based upon the fair market value of the assets comprising the respective trusts at the time of the division. -9- ARTICLE NINE PROVISION FOR TAXES § 9.1 All estate taxes, inheritance taxes, transfer taxes and other taxes of a similar nature payable by reason of my death to any government or subdivision thereof upon or with respect to any property subject to any such tax (solely for the purposes of this Article, "Death Taxes"), and any penalties thereon, shall be paid by the Executor as follows: (a) if My Wife survives me, all such Death Taxes and penalties shall be paid out of the principal of the property, if any, disclaimed by My Wife and, if none or to the extent such disclaimed property is insufficient, from the principal of that portion of my estate disposed of by Article Four of this Will; and (b) if My Wife does not survive me, all such Death Taxes and penalties shall be paid from the principal of that portion of my estate disposed of by Article Five of this Will. All interest with respect to any such Death Taxes and penalties shall be paid by the Executor out of the income or principal or partly out of the income and partly out of the principal of such portion of my estate, in the absolute discretion of the Executor. My Executor shall not make apportionment among or seek reimbursement from the beneficiaries, recipients or owners of such property for any such Death Taxes, penalties or interest. Notwithstanding any provision of this Article to the contrary, the Executor shall not pay any such Death Taxes, penalties or interest attributable to any property included in my estate solely because of a power of appointment thereover which I possess but have not exercised or any qualified terminable interest property. ARTICLE TEN PROVISION FOR DEBTS AND EXPENSES § 10.1 I direct that any of my legally enforceable debts, any expenses of my last illness, funeral and burial, and any of the administrative expenses of my estate (solely for the purpose of -10- this Article, "Debts and Expenses"), shall be paid as follows: (a) if My Wife survives me, all such Debts and Expenses shall be paid out of the principal of the property, if any, disclaimed by My Wife and, if none or to the extent such disclaimed property is insufficient, from the principal of that portion of my estate disposed of by Article Four of this Will; and (b) if My Wife does not survive me, all such Debts and Expenses shall be paid from the principal of that portion of my estate disposed of by Article Five of this Will. ARTICLE ELEVEN BUSINESS INTERESTS § 11.1 In the event any business interests should be an asset of my estate, whether the same involves a proprietary interest, a partnership interest or stock in a closely held corporation, whether wholly owned, controlled by me or owned in substantial part by me, I authorize the Executor and Trustee, as the case maybe (hereinafter referred to as the fiduciaries), subject to the terms of any agreement I may have made for the sale of my interests, to continue said business until such time as the fiduciaries shall deem it advisable to sell, to liquidate or to distribute the same in kind. With respect to any sale or exchange of the stock of any such business interest and in the absence of any such agreement entered into by me prior to my death, I direct the fiduciaries to consider and to determine the appropriateness of a sale or redemption of such stock in accordance with Section 303 of the Internal Revenue Code to the business entity and a possible deferral of federal estate tax payments under Section 6166 of the Internal Revenue Code. It is my desire that to the extent possible any business interest which I may own at the time of my death be continued or disposed of only in an orderly manner so as to maximize the proceeds of any disposition. If an election under the foregoing provisions will effect such desire, the fiduciaries are encouraged to pursue such election if the fiduciaries deem such election also to be in the best -11- .. interests of my estate and the beneficiaries thereof. The fiduciaries shall have all rights and powers in connection with such business as I had when living, including specifically the power at any time and from time to time to operate or to join in the operation of the same as a going concern, to form or to reform a general or limited partnership, to incorporate or to reincorporate and to liquidate or to sell the same or any part thereof as the fiduciaries deem it advisable for the best interests of my estate and of the beneficiaries thereof without the necessity of any order of court and without any liability for loss resulting from the operation of said business except when such loss is the result of gross negligence or fraud on the part of the fiduciaries. ARTICLE TWELVE MISCELLANEOUS PROVISIONS § 12.1 As used in this Will, the term "Internal Revenue Code" shall mean the Internal Revenue Code of 1986, as amended from time to time, or the corresponding provision of subsequent law. § 12.2 If My Wife and I die under such circumstances that it is impossible to determine which of us survived, it shall be conclusively presumed and this Will shall be construed as if My Wife had survived me. If any person, other than My Wife, and I die under such circumstances that it is impossible to determine which of us survived, it shall be conclusively presumed and this Will shall be construed as if such person had predeceased me. § 12.3 No Trustee who is under a legal obligation to support a beneficiary of a trust created hereunder shall participate in the exercise of any discretion granted to the Trustee of that trust to distribute net income or principal in discharge of that legal obligation. Furthermore, no -12- . , Trustee shall enter into any reciprocal arrangement with any other trustee for the purpose of indirectly exercising a power prohibited hereunder. § 12.4 Whenever a fiduciary is directed to distribute property to or for the benefit of any beneficiary who is under (a) twenty-one (21) years of age, or (b) a legal disability or otherwise suffers from an illness or mental or physical disability that would make distribution directly to such beneficiary inappropriate (as determined in the fiduciary's sole discretion exercised in good faith), the fiduciary may distribute such property to the person who has custody of such beneficiary, may apply such property for the benefit of such beneficiary, may distribute such property to a custodian for such beneficiary, whether then serving or selected and appointed by the fiduciary (including the fiduciary), under any applicable Uniform Transfers to Minors Act or Uniform Gifts to Minors Act, may distribute such property to the guardian of such beneficiary's estate, may distribute such property directly to such beneficiary's estate, or may distribute such properly directly to such beneficiary (except if any of the conditions hereinbefore described in (b) apply), without liability on the part of the fiduciary to see to the application of such property. This provision shall not in any way operate to suspend such beneficiary's absolute ownership of such property or to prevent the absolute vesting thereof in such beneficiary. § 12.5 Except as otherwise maybe provided in this Will, during the continuance of any of the trusts created under the provisions of this Will, and thereafter until the property is distributed to and received by any beneficiary hereunder, the principal sums thus held in trust for any beneficiary, respectively, and the income thereof shall not be subject to or liable for any contracts, debts, engagements, liabilities or torts of such beneficiary now or hereafter made, contracted, incurred or committed, but shall be absolutely free from the same, and such -13- beneficiary shall have no power to sell, assign or encumber all or any part of the principal sums or such beneficiary's interest therein, respectively, or the income thereof, or to anticipate the income. § 12.6 A corporate fiduciary shall be entitled to receive compensation for its services hereunder in accordance with its schedule in effect when the services are performed, but not in excess of such compensation as would be approved by a court of competent jurisdiction. An individual fiduciary shall be entitled to receive reasonable compensation for such fiduciary's services hereunder. § 12.7 Notwithstanding any other provision of this WiII, upon the expiration of twenty-one (21) years after the death of the last survivor of My Wife and my issue living at my death, the trusts created by this Will shall forthwith terminate and the trust property shall be distributed to the beneficiary then entitled to the income of the trust property or, if there is more than one beneficiary, to the beneficiaries then entitled to the income of the trust property in proportion to their respective interests therein or, if such interests are not defined, in equal shares to such beneficiaries. IN WITNESS WHEREOF, I have hereunto set my hand and seal this /&'~ day of May, 2000. ~1 (SEAL) Frank D. Armstrong -14- Signed, sealed, published and declared by the above named FRANK D. ARMSTRONG, as and for his last Will, in the presence of us and each of us, who, at his request and in his presence and in the presence of each other, have hereunto subscribed our names as witnesses thereto the day and year last above written. C~2~.- Residing at ~52~ vCj t~~C]~'-~' ~UUbdz,(l1 Q/7~~-- ~~ /D `~'~) ~ 1 Residing at `'~ ~ ~ ~-~~a ~ c.~~0. ~~ J - I ~~ ~ 1707 ~ ~' ~ ~' y Residing at ~ ~ D ~~ L~ ~ MGr~t~/liccsb/f`~ PA- i'~-oS5 -15- COMMONWEALTH OF PENNSYLVANIA _ ss. COUNTY OF I We, FRANK D. ARMSTRONG, the testator, and ~ c ~~o and ~rfl , ~, ~~ ~ ,•~ ,the witnesses, 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; that the testator signed willingly and executed it as his free and voluntary act for the purposes therein expressed; that each subscribing witness in the hearing and sight of the testator signed the Will as a witness and that to the best of his or her knowledge the testator was at that time 18 years of age or older, of sound mind and under no constraint or undue influence. Frank D. Armstrong~, / I ~~-~(JC~.~-- Witn s ~y~j G~7 a ra~~ Witness W ness Subscribed, sworn to and acknowledged before me by FRANK D. ARMSTRONG, the,testator, ands scribed an~ to before me by c-~~ ~ ~~ and ~ .~ ,witnesses, this /~ day of May, 20001 Expires: (SEAL) Notarial Seal Janine M. O'Leary, Notary Public Harrisburg, Dauphin County My Commission Expires July 29, 2002 Member, Pennsylvania Association of Nolarie5 -16- 226036-1; HBG 1 _General ~Z;~~na ~9 a~ al~~ ~S~PO~~ OF FRANK D. ARMSTRONG I, FRANK D. ARMSTRONG, of Camp Hill, Cumberland County, Pennsylvania, the Testator, do hereby make and publish this Codicil to my Last Will and Testament, dated May 18, 2000. I hereby modify my Last Will and Testament as follows: ITEM I: ITEM 7, Section 7.1 of my Last Will and Testament is hereby revoked and the following substituted: ITEM 7, Section 7.1: I appoint My Wife and Manufacturers and Traders Trust Company as Executors (hereinafter referred to as "Executor") of this Will. ITEM II: ITEM 7, Section 7.2 of my Last Will and Testament is hereby revoked and the following substituted: ITEM 7, Section 7.2: I appoint My Wife and Manufacturers and Traders Trust Company as Co-Trustees (hereinafter collectively "the Trustee") of any Trust created by this Will. Manufacturers and Traders Trust Company and its successors shall be known as the "Corporate Trustee." The Corporate Trustee may resign at any time for any reason whatsoever. At any time and from time to time the then income beneficiaries of all trusts hereunder by majority vote, may require the resignation of the Corporate Trustee. Upon the resignation of the Corporate Trustee, the then ix~cozae ben~efaciaries o£ al] trusts hereunder, by majority vote, shall appoint a successor Corporate Trustee, who shall be a banking or financial services institution with fiduciary powers which is not related or subordinate to any income beneficiary within the meana~ag of Section 672(c) of the Internal Revenue Code. A,11 references herein to the "Trustee" shall ~aaean the originally appointed Trustee or the successor Corporate Trustee, as the case nosy be. In alI other respects I confirm and ratify my Last VV'il.l and Testament. IN WIq'~TESS WHEREOF, I have set my hand and seal this f'~ day of ~~~ , 20 r~y~ ~" (SEAL) FRA.NJ.~ D. AI~.MSTRON We, the undersigned, hereby certify that the foregoing Codicil was signed, sealed, published and declared by the above-named Testator as and for a Codicil to his Last Will and Testament, in the presence of each of us, who, at his request and in his presence and in the presence of each othex, have hereunto set oux hands and seals the day and year above written, and vcre certify that at the tune of the execution thereof, the said Testator was of sound and disposing mind and naemoxy. ' '~ r (SEAL) L + (SEAL) Residing at li (~~ ~~Ej.T~?l~.~~~.r~ ---r Residing at J J p .~ ACKNOWLEDGMENT COMMONWEALTH OF PENNSXLVANIA ) couNTY of I, FRANK D. ARMSTRONG, Testator, whose name is signed to the attached or foregoing instrument, having been duly qualified according to Zaw, do hereby acknowledge that I signed and executed the instrument as a Codicil to my Last Will and Testament; that r signed it willingly; and that I signed it as my free and voluntary act for the purposes therein expressed. ~i~~kl/ L~~ -z;CU SEAL ( ) FRANK D. ARMSTRON _ Sworn t and subscribed before m,e this day of 20~~. .~ ( `~„~ Notary Publ c IVIy Commission Expires: (SEAL) COMMONWEALTH pF PENIM9YLVANIA NOTARIAL SEAL CYNTHIA J. RULE, Notary Public Camp Hill 8oro,, t;umberfand M Commission 'res F, 3, ~. AFFIDAVIT COMMONWEALTH OF PENNSYLVANIA ) j SS: COUNTY OF We, `~inle ~~ and ~ S , the Witnesses whose names are signed to the attached or fo going instrument, being duly qualified according to law, do depose and say that we were present and saw Testator, FRANK D. ARMSTRONG, sign and execute the instrument as a Codicil to his Last Will and Testament; that Testator signed willingly and that he executed said Codicil 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 Codicil 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. .ZO fitness Witnes Sworn to and subscribed before this ~>~ day of ~ , 20 a "~' J ~~~~ Notary Public My Commission Expires: (SEAL} COMMONWEALTH OF PENNSYL,VANlA NOTARIAL SEAL CYNTHIA J. RULE, Notary Public Camp Hill Boro., Cumberland County Commission Expires Fetxu 3, 2008