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HomeMy WebLinkAbout12-29-08IN "THE MATTER OF THE IN THE COURT OF COMMON PLEAS ESTATE AND TRUST OF CUMBERLAND COUNTY, PENNSYLVANIA LOUISE V. COOK, ORPHANS' COURT DIVISION DECEASED NO. 2008-00656 PETITION FOR APPROVAL OF DISCLAIMERS FOR MINOR BENEFICIARIES TO THE HONORABLE, JUDGES OF SAID COURT: _ - -_~' The Petition of Susan L. Cook respectfully states: ~ ~, ~~c 1. Petitioner and her husband, Nicholas T. Christakos, are the parents and natu~~l ~..~ l;uardians of two minor children, Thomas N. Christakos (age 16 j and Jennifer L:: ~hristakos_.~age a l_2). Their third and eldest child, Stephen N. Christakos, is an adult. 2. Petitioner's mother, Louise V. Cook (the "Decedent"), late of Upper Allen Township, Cumberland County, Pennsylvania, died testate on May 31, 2408. The Decedent was survived by her three children: Roderick W. Cook, III (`'Rick"), Randall C. Cook ("Randy'), and Susan L. Cook (Petitioner) (collectively, the "Children"). The Decedent was also survived by her five grandchildren: Laura L. Cook and Michael R. Cook, being the children of Randy; and the Petitioner's three children, Stephen N. Christakos, Thomas N. Christakos, and Jennifer L. Christakos. 3. On June 17, 2008, the Register of Wills of Cumberland County, Pennsylvania granted Letters Testamentary to Susan L. Cook and Manufacturers and Traders Trust Company (collectively, the '`Executors") for the administration of the Decedent's probate estate (the ``F'state") 4. By the terms of the Decedent's Last Will and Testament, dated November 16, 2004 (the "Will"), the Decedent gave the residue of her Estate to the trustee of the below- described Trust Agreement. A true and correct copy of the Will is attached hereto as Exhibit "A" and is incorporated herein by this reference. 5. By that certain Trust Agreement, originally dated January 18, 1972, as most recently amended and restated in its entirety on November 16, 2004 (the "Trust Agreement"), the ;Decedent, as Settlor, established a revocable trust (the "Trust"} with Manufacturers and Traders Trust Company, as trustee (the "Trustee"). A true and correct copy of the Trust Agreement is attached hereto as Exhibit "B" and is incorporated herein by this reference. 6. Article V of the Trust Agreement provides that, upon the death of the Decedent, the trust property, including all assets received from the Estate, is to be divided equally among the Children, as follows: Trust Estate to Settlor's Issue. Upon the death of the Settlor, the Trust Estate (which shall include any property which may be added from the Settlor's general estate) shall be paid over and distributed to the Settlor's then surviving children, Roderick W. Cook, III, Susan L. Cook, and Randall C. Cook, in equal shares, provided, however, the then living issue of a deceased child of the Settlor shall take per stirpes the share their parent would have taken had he or she survived the Settlor, or in default of issue (i.e., if none of the Settlor's children or lineal descendants survive her) then to the American Heart Association, without restriction as to use; and further provided that the share passing to Roderick W. Cook, III shall immediately vest in him, but notwithstanding the provisions herein, the Trustee shall retain possession of this share in trust for Roderick W. Cook, III. The Trustee shall use so much of the net income and principal of this trust as the Trustee deems necessary to provide for his medical care, education, support and maintenance in reasonable comfort, taking into consideration to the extent the Trustee deems advisable any other income or resources of the beneficiary known to the Trustee. Any income not so paid or applied shall be accumulated and added to principal. Upon the death of Roderick W. Cook, III, the then-remaining principal and income of this trust shall be paid to the issue of Roderick W. Cook, III, per stirpes; and if he has no issue, then to the Settlor's -2- issue, per stirpes. With respect to this trust, the Trustee shall have all of the powers and discretions it has with respect to the trusts created herein generally. 7. As stated in Article V of the Trust Agreement, the one-third share of Decedent's Estate and Trust for Rick is to be held in lifetime trust for him. The assets of the Decedent's Estate and Trust (combined) are estimated to be approximately Five Hundred Thousand Dollars ($500,000) (probably slightly less than that figure after payment of all inheritance taxes and expenses of administration, etc. ). Therefore, :Rick's estimated one-third share of the EstatelTrust is likely to be in the vicinity of One Hundred ;Sixty Thousand Dollars ($160,000), or so, which figure is too small for efficient trust ~~dministration. 9. To increase the trust assets for Rick's lifetime benefit, Petitioner and Randy wish to disclaim their respective one-third shares of the Estate and Trust. They each have sufficient personal assets and are therefore willing for their brother Rick to receive the entire benefit of the Estate and Trust, for Rick's lifetime financial security and benefit. 10. Article V of the Trust Agreement provides that the shares of the Children pass, by default, to their respective living issue (if one of the Children should predecease or disclaim). Therefore, it is necessary for the children of Petitioner and of her brother Randy to disclaim their contingent rights, in order for assets of the EstatelTrust to pass to the Trust for Rick's lifetime benefit. 11. Petitioner and Rick, and their adult children, have all executed a conditionally- effective Instrument of Disclaimer, dated October 31, 2008 (the "Disclaimer"), a true and correct copy of which is attached hereto as Exhibit "C". The Disclaimer is conditioned upon the Court -3- approving the Disclaimer with respect to the contingent interests of Petitioner's minor children, Thomas N. Christakos and Jennifer L. Christakos. 12. Section 6202 of the Pennsylvania Probate, Estates and Fiduciaries Code provides, in pertinent part, "[a] disclaimer on behalf of .. , a minor ... may be made by ... the guardian of his estate ... if ... the court having jurisdiction of the estate authorizes the disclaimer after finding that it is advisable and will not materially prejudice ... the minor or his creditors ...." 20 Pa.C.S. § 6202. 13. Nicholas T. Christakos, as the natural father of Petitioner's three children, has executed a Joinder and Consent, which is attached hereto as Exhibit "D" and is incorporated herein by this reference. 14. Petitioner and her husband have sufficient income and resources to care for their minor children and they intend to support their children and fulfill their parental obligations. 15. Petitioner asks this Court to approve the Disclaimer because it does not materially prejudice either the minors or their creditors. As the Disclaimer is contingent upon this Court's approval, if the Court does not approve the Disclaimer, Petitioner will receive outright her one- third share of the Estate and Trust. Petitioner's minor children are therefore not receiving any less as a result of the Disclaimer because they will not, in either situation, stand to receive anything from the Estate or the Trust. -4- WHEREFORE, Petitioner respectfully requests this Honorable Court to grant the relief requested in this Petition and to enter the proposed Order attached hereto, for the purposes set forth above. Dated: ~r`r_ r',~~ ~:. 2 3 , 2008 Respectfully Submitted, KEEFER WOOD ALLEN & RAHAL, LLP Y obert R. Church Attorney I.D. # 40385 210 Walnut Street P.O. Box 11963 Harrisburg, PA 17108-1963 (717)255-8059 -5- VERIFICATION I verify that the statements made in this Petition for Approval of Disclaimers for Minor Beneficiaries are true and correct. I understand that false statements herein are made subject to the penalties of 18 Pa. C.S. Section 4904, relating to unsworn falsifications to authorities. Date: ~ ~-'~ ~~ .~~~ r ~o~ ~ ~'1 ~11 ~~~- ~( Susan L. Coo1c -6- LAST WILL AND TESTAMENT OF L O UISE V. COOK Introductory Clause. I, Louise V. Cook, a resident of and domiciled in the County of Cumberland and Commonwealth of Pennsylvania, do hereby make, publish and declare this to be my Last Will and Testament, hereby revoking all Wills and Codicils at any time heretofore made by me. I have three living children: Roderick W. Cook, III; Susan L. Cook; and Randall C. Cook. ARTICLE I Direction to Pay Debts. I direct that all my legally enforceable debts, secured and unsecured, be paid as soon as practicable after my death. ARTICLE II Direction to Pav All Taxes from Residuary Estate. I direct that all estate, inheritance, succession, death or similar taxes (except generation-skipping transfer taxes) assessed with respect to my estate herein disposed of, or any part thereof, or on any bequest or devise contained in this my Last Will (which term wherever used herein shall include any Codicil hereto), or on any insurance upon my life or on any property held jointly by me with another or on any transfer made b}~ me during m~ lifetime or on any other property or interests in property included in my estate for such tax purposes be paid out of my residuary estate and shall not be charged to or against any recipient, beneficiary, transferee or owner of any such property or interests in property included in m~ estate for such tax purposes. ARTICLE III General Bequest of Personal and Household Effects With a Precatory Memorandum. I give and bequeath all m~~ personal and household effects of every kind including but not limited to furniture, appliances, furnishings, pictures, silverware, china, glass, books, jewelry, wearing apparel, boats, automobiles, and other vehicles, and all policies of fire, burglary, property damage, and other insurance on or in connection with the use of this property, to my children surviving me in approximately equal shares; provided, however, the issue of a deceased child surviving me shall take per stirpes the share their parent would have taken had he or she survived me. If my issue do not agree to the division of the property among themselves, my Personal Representative shall make such division among them, the decision of my Personal Representative ', f,, _ L.r. ,. ~ EXHIBIT A t~~ be in all respects binding upon my issue. I request that my Personal Representative and my issue abide by any memorandum by me directing the disposition of this property or any part thereof. This request is precatory and not mandatory. If any beneficiary hereunder is a minor, my Personal Representative may distribute such minor's share to such minor or for such minor's use to any person with whom such minor is residing or who has the care or control of such minor without further responsibilit~~ and the receipt of the person to whom it is distributed shall be a complete discharge of my Personal Representative. ARTICLE N Pour-Over Gift to Trustee of Testator's Inter Vivos Tnlst. I give, devise and bequeath all the rest, residue and remainder of my property of every kind and description (including lapsed legacies and devises), wherever situate and whether acquired before or after the execution of this Will, to M & T Investment Group as Trustee under that certain Trust Agreement between me as Se~ttlor and M & T Investment Group as Trustee executed prior to the execution of this Will on January 18, 1972, as amended and restated on /%/ %,~, ~/`;f , 2004. My Trustee shall add the property bequeathed and devised by this Article to the principal of the above Trust and shall hold, administer and distribute the property in accordance with the provisions of the Trust agreement, including any amendments thereto made before my death. ARTICLE V Alternate Provision to Incorporate Trust by Reference if Pour-Over is Invalid. In the event for any reason the bequest and devise above is ineffective and invalid, then I hereby give, devise and bequeath the rest. residue and remainder of my property of every kind and description (including lapsed legacies and devises), wherever situate and whether acquired before or after the execution of this Will. to M ~. T Investment Group as Trustee to be held, administered and disrributed in accordance with the provisions of that certain Tnist Agreement between me as Settlor and M & T Investment Group as Trustee execut d prior to the execution of this Will on January 18, 1972, as amended and restated on `~` ~/ '- ~~; ~ , 2004, which Trust Agreement as amended and restated is hereby incorporated by reference and made a part her.°of the same as if the entire Trust Agreement were set forth herein. If for any reason M & T Investment Group is unable or unwilling to serve then I hereby nominate, constitute and appoint as successor or substitute Trustee a 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 w;~itten instrument filed with the court having jurisdiction over the probate of my estate and signed by or on behalf of my oldest living child or if he or she fails to act, by the court having jurisdiction over the probate of my estate. - ',~.: % -~- ARTICLE VI Naming the Personal Representative, Personal Representative Succession, Personal R~resentative's Fees and Other Matters. The provisions for naming the Personal Representative, Personal Representative succession, Personal Representative's fees and other matters are set forth below: (1) Naming a Corporation and an Individual as Personal Representative. I hereby nominate, constitute and appoint as Personal Representatives ofthis my Last Will and Testament M & T Investment Group (the "Corporate Personal Representative") and Susan L. Cook (the "Individual Personal Representative"), and direct that they shall serve without bond. (2) Removal of Corporate Personal Representative. The Individual Personal Representative shall have the power at any time to remove the Corporate Personal Representative and may, in her discretion, substitute another Corporate Personal Representative, provided that such substituted Corporate Personal Representative is a bank or trust company qualified to do business in the State of my domicile at the time of my death, or serve alone in this fiduciary capacity. This power of substitution shall not be exhausted by an exercise thereof. (3) Naming Corporate Successor or Substitute Personal Representative. Except as otherwise provided herein, if M & T Investment Group or any successor as herein defined should fail to qualify as Personal Representative hereunder, or for any reason should cease to act in such capacity, the successor or substitute corporate Personal Representative shall be some other bank or trust company qualified to do business in the State of my domicile at the time of my death, which successor or substitute shall be designated in a written instrument filed with the court having jurisdiction over the probate of my estate and signed by my Individual Personal Representative, or if she fails to act, by the court having jurisdiction over the probate of my estate. (4) Fee Schedule for Corporate Personal Representative. For its services as Personal Representative, the corporate Personal Representative shall receive an amount determined by its Standard Fee Schedule in effect and applicable at the time of the performance of such services. If no such schedule shall be in effect at that time, it shall be entitled to reasonable compensation for the sere ices rendered. (~) Fee Schedule for Individual Personal Representative. For its services as Personal Representative, the individual Personal Representative shall receive reasonable compensation for the services rendered and reimbursement for reasonable expenses. (6) Change in Corporate Personal Representative -Method of Successor Selection. If -3- any Corporate Personal Representative hereunder is merged or combined into another corporation, then within six (6) months after such merger or combination, a successor or substitute Corporate Personal Representative (which shall be some other bank or trust company qualified to do business in the State of my domicile at the time of my death) maybe named in a written instrument filed with the court having jurisdiction over my estate, signed by my Individual Personal Representative, or if she fails to act, by the court having jurisdiction over the probate of my estate. If no successor is named within the time specified, then the corporate successor resulting from the merger or combination shall succeed to the capacity of its predecessor without conveyance or transfer. ARTICLE VII Definition of Personal Representative. Whenever the word "Personal Representative" or any modifying or substituted pronoun therefor is used in this my Will, such words and respective pronouns shall include both the singular and the plural, the masculine, feminine and neuter gender thereof, and shall apply equally to the Personal Representative named herein and to any su~~cessor or substitute Personal Representative acting hereunder, and such successor or substitute Personal Representative shall possess all the rights, powers and duties, authority and responsibility conferred upon the Personal Representative originally named herein. ARTICLE VIII Powers for Personal Representative. I give to any Personal Representative named in this Will or any Codicil hereto or to any successor or substitute Personal Representative all of the powers enumerated in this Will and all of the powers applicable by law to fiduciaries in the Commonwealth of Pennsylvania and in particular through the Pennsylvania Probate, Estates and Fiduciaries Code, as effective and as in effect on the date of my death, during the administration and until the completion of the distribution of my estate. I direct that all such powers shall be construed in the broadest possible manner and shall be exercisable without court authorization. (1) Power to .Acquire and Retain Assets. My Personal Representative is authorized and empowered to acquire and to retain, either permanently or for such period of time as my Personal Representative may determine, any assets, including the capital stock of any closely held corporation, 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. (2) Power to Disclaim Interests. My Personal Representative is authorized and empowered to disclaim any interest, in whole or in part, of which I, or my Personal Representative, maybe the beneficiary, devisee, or legatee, by executing an appropriate -4- instrument (in accordance with section 2518 of the Internal Revenue Code of 1986, as amended, or such similar section as may then be in effect). (3) Power to Sell Assets and Borrow Funds. My Personal Representative is authorized and empowered to sell at public or private sale, or exchange, and to encumber or le~ise, for any period of time, any real or personal property and to give options to buy or lease any such property. Additionally, my Personal Representative is authorized and empowered to compromise claims, to borrow from anyone (including a fiduciary hereunder) and to pledge property as security therefor, to make loans to and to buy property from anyone (including a fiduciary or beneficiary hereunder); provided that any such loans shall be adequately secured and at ;~ fair interest rate. (4) Power to Allocate Receipts. My Personal Representative is authorized and empowered to allocate property, charges on property, receipts and income among and between principal or income, or partly to each, without regard to any law defining principal and income. ARTICLE IX Discretion Granted to Personal Representative in Reference to Tax Matters. My Personal Representative as the fiduciary of my estate shall have the discretion, but shall not be required when allocating receipts of my estate between income and principal, 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 Personal Representative believes has had the effect, directly or indirectly, of preferring one beneficiary or group of beneficiaries over others; provided, however, my Personal Representative shall not exercise its discretion in a manner which would cause the loss or reduction of the marital deduction as maybe herein provided. In determining the state or federal estate and income tax liabilities of my estate, my Personal Representative shall have discretion to select the valuation date and to determine whether any or all of the allowable administration expo°nses in my estate shall be used as state or federal estate tax deductions or as state or federal ineeme tax deductions. If my estate plan includes a revocable trust agreement and it contains directions to my Personal Representati~~e, I direct my Personal Representative to follow the directions in such trust agreement. ARTICLE X Simultaneous Death Provision Presuming Beneficiary Predeceases Testator. If any beneficiary and I should die under such circumstances as would make it doubtful whether the beneficiary or I died first, then it shall be conclusively presumed for the purposes of this Will that the beneficiary predeceased me. .,. -5- Testimonium Clause. IN WITNESS WHEREOF, I have hereunto set my hand and a `fixed my seal this ,~ i~~ day of ~~ ~..,--r y-?~-(-~;~ , 2004. %'~~,=~.c.~ t (.~!-` c~'-'~~-- (SEAL) Louise V. Cook ~~ Attestation Clause. The foregoing Will was this ~ day of ~ Z'r.~L , 2004, si Tned, sealed, published and declared by the Testator as and for her Last Will and Testament in ou.r presence, and we, at her request and in her presence, and in the presence of each other, have hereunto subscribed our names as witnesses on the above date. - / ~. ~- 1 ,~ ~' ~, a _., ~ 1 -6- PROOF OF WILL C'OMNIONWEALTH OF PENNSYLVANIA COUNTY OF CUMBERLAND Self-Proving Affidavit We, Louise V. ook, and ~CL1~-~-~ / ~-- ~1'~'~" . _ ~ and ~ ~~YLC~IA ~~--,.the Testator art t e witn` sses, respectively, whose names are signed to the attached o foregoing instrument, being first duly sworn, do hereby declare to the undersigned authority that the Testator signed acid executed the instrument as her Last Will and that she had signed willingly (or willingly directed another to sign for her), and that she executed it as her free and voluntary act for the purposes therein expressed, and that each of the witnesses, in the presence and hearing of the Testator, and in the presence of each other, signed the Will as witness and to the best of our knowledge the Testator was at that time eighteen years of age or older, of sound mind, and under no constraint or undue influence. Louise V. Cook ~1 :- ~ - Witness ,; ,, ,-. Witness -~ r\ Witness '' Subscribed, sworn to, and acknowledged efore me by Louise V. Cook, tl~e Testator and sub;~cribed and vorn ro before me by ~.~ ~ Cam---~ ~ ~---~~"L~,, ~. ~ ~- ~ ~~.. and `~ ~~" ~~CZ. ~-~ L ~~,,_~~_ witnesses, his I ~~_ day of ~ c1/y--~.~, ~ , 2004. l~ ~,~ ~~~~ ~t-~ (Seal) NOt PUbI1~OMtNO WEALTH OF PENNSYLVANIA NOTARIAL SEAL CYNTHIA J. RULE, Notary Public Camp Hill Boro., Cumberland County - 7 - My Commission Expires February 3, 2008 FO URTH AMENDMENT AND RESTATEMENT OF TR UST A GREEMENT DATED JANUARY 18, 19 72 Introductory Clause. This Fourth Amendment and Restatement of Trust Agreement made _ ~~/~~ ~,- /(, , 2004, executed in duplicate between Louise V. Cook, hereinafter referred to as the Settlor and M & T Investment Group, hereinafter referred to as the Trustee. WHEREAS, the Settlor and the Trustee entered into a Trust Agreement dated January 18, 1972, hereinafter called the Trust Agreement, and WHEREAS, Article TEN of the Trust Agreement provided that the Settlor reserved the ri ght to amend in any manner or revoke in whole or in part the Trust Agreement, and WHEREAS, the Trust Agreement was amended on September S, 1984, November 22, 1989, and December 23.1991, and WHEREAS, the Settlor is desirous of further modifying and amending the Trust Agreement and the Trustee is agreeable to the modifications and amendments contained herein, NOW, THEREFORE, IT IS AGREED that the entire Trust Agreement (except Schedules A, which is not modified hereby) as modified and amended will read as follows: ARTICLE I Description of Property Transferred. The Settlor, upon original execution of this Trust Agreement, paid over, assigned, granted, conveyed, transferred and delivered unto the Trustee certain property described on Schedule A to the original Trust Agreement (dated January 18, 19'72), and such property, as invested and reinvested (hereinafter referred to as the "Trust Estate"), has been held, and shall continue to be held, administered and distributed by the Trustee as hereinafter set forth. ARTICLE II Provisions for Settlor During Lifetime. The Trustee shall hold, manage, invest and reinvest the Trust Estate (if any requires such management and investment) and shall collect the income, if any, therefrom and shall dispose of the net income and principal as follows: (1) During the lifetime of the Settlor, the Trustee shall pay to or apply for the benefit of the Settlor all the net income from this Trust. (2) During the lifetime of the Settlor, the Trustee may pay to or apply for the benefit EXHIBIT B of the Settlor such sums from the principal of this Tnrst as in its sole discretion shall be necessary or advisable from time to time for the medical care, education, support and maintenance in reasonable comfort of the Settlor, taking into consideration to the extent the Trustee deems advisable, any other income or resources of the Settlor known to the Trustee. ARTICLE III Settlor's Rights to Amend, Change or Revoke the Trust Agreement. The Settlor may, by signed instruments delivered to the Trustee during the Settlor's life: (1) withdraw property from this Trust in any amount and at any time upon giving reasonable notice in writing to the Trustee; (2) add other property to the Trust; (3) change the beneficiaries, their respective shares and the plan of distribution; (4) amend this Trust Agreement in any other respect; (5) revoke this Trust in it:. entirety or any provision therein; provided, however, the duties or responsibilities of the Trustee shall not be enlarged without the Trustee's consent nor without satisfactory adjustment of the Trustee's compensation. ARTICLE IV Discretionary Provisions for Trustee to Deal with Settlor's Estate and Make Payment of Debts and Taxes. After the Settlor's death, the Trustee, if in its discretion it deems it advisable, may pay all or any part of the Settlor's funeral expenses, legally enforceable claims against the Settlor or the Settlor's estate, reasonable expenses of administration of the Settlor's estate, any allowances by court order to those dependent upon the Settlor, any estate, inheritance, succession, death or similar taxes payable by reason of the Settlor's death, together with any into°rest thereon or other additions thereto, without reimbursement from the Settlor's personal representatives, from any beneficiary of insurance upon the Settlor's life, or from any other person. All such payments, except of interest, shall be charged generally against the principal of the Trust Estate includable in the Settlor's estate for Federal estate tax purposes and any interest so Maid shall be charged generally against the income thereof; provided, however, any such payments of estate, inheritance, succession, death or similar taxes (except generation-skipping transfer taxes) shall be charged against the principal constituting the Trust Estate and any interest so Laid shall be charged against the income thereof. If such share or trust was created as a fraction, then such taxes thus paid shall reduce the numerator of that share or trust and the Trust Estate, thus likewise reducing the denominator of the fraction. The Trustee may make such payments directly or may pay over the amounts thereof to the personal representatives of the Settlor's estate. Written statements by the personal representatives of such sums due and payable by the estate shall be sufficient evidence of their amount and propriety for the protection of the Trustee and the Trustee shall be under no duty to see to the application of any such payments. If adrr.~inistrative expenses are deducted on the estate's income tax return but paid from principal, they. they shall be charged against the Tnrst Estate. Page 2 ARTICLE V Trust Estate to Settlor's Issue. Upon the death of the Settlor, the Trust Estate (which shall include any property which may be added from the Settlor's general estate) shall be paid over and distributed to the Settlor's then-surviving children, Roderick W. Cook, III, Susan L. Cook, and R~rndall C. Cook, in equal shares, provided, however, the then living issue of a deceased child of the Settlor shall take per stirpes the share their parent would have taken had he or she survived the Settlor, or in default of issue (i.e., if none of the Settlor's children or lineal descendants survive her) then to the American Heart Association, without restriction as to use; and further pr~~vided that the share passing to Roderick W. Cook, III shall immediately vest in him, but notwithstanding the provisions herein, the Trustee shall retain possession of this share in trust for Roderick W. Cook, ffI. The Trustee shall use so much of the net income and principal of this trust as the Trustee deems necessary to provide for his medical care, education, support and maintenance in reasonable comfort, taking into consideration to the extent the Trustee deems advisable any other income or resources of the beneficiary known to the Trustee. Any income not so paid or applied shall be accumulated and added to principal. Upon the death of Roderick W. Cook, III, the then-remaining principal and income of this trust shall be paid to the issue of Roderick W. Cook, III, per stirpes; and if he has no issue, then to the Settlor's issue, per stirpes. With respect to this trust, the Trustee shall have all of the powers and discretions it has with respect to the trusts created herein generally. ARTICLE VI Trustee Succession. Trustee's Fees and Other Matters. The provisions for naming the Tnistee, Trustee succession, Trustee's fees and other matters are set forth below: (1) Addition of Individual Trustee Following Settlor's Death. Upon the death of the Settlor, Susan L. Cook shall become an additional Trustee (the "Individual Trustee") by delivering to the Corporate Trustee her written acceptance of the office. (2) Naming Corporate Successor or Substitute Trustee. Except as otherwise provided herein, if M & T Investment Group (the "Corporate Trustee") or any successor Corporate Trustee 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 Corporate Trustee shall be some other bank or trust company qualified to do business in the State of the Settlor's domicile at the time of the Settlor's death, which successor or substitute shall be designated in a written instrument filed with the court having jurisdiction over this Trust and signed by the Individual Trustee, or if she fails to act, by the court having jurisdiction over this Trust. (3) Fee Schedule for Corporate Trustee. For its services as Trustee, the Corporate Trustee shall receive an amount determined by its Standard Fee Schedule in effect and applicable at the time of the performance of such services. If no such schedule shall be in effect at that time, Page 3 it shall be entitled to reasonable compensation for the services rendered. (4) Fee Schedule for Individual Trustee. For its services as Trustee, the individual Trustee shall receive reasonable compensation for the services rendered and reimbursement for reasonable expenses. (5) Deleuation Among Trustees. When there is more than one individual or entity serving as co-Trustees, then any Trustee may delegate to any other Trustee the power to exercise arty or all of the powers granted to the Trustees in this Trust Agreement, including those powers, which are discretionary, to the extent allowed by law. Any delegating Trustee may revoke any such delegation with written notice to the other serving co-Trustees. The delegation of any such power, as well as the revocation of any such delegation, shall be evidenced by an instrument in waiting signed by the delegating co-Trustee. As long as any such delegation is in effect, any of the delegated powers maybe exercised by the Trustee receiving such delegation with the same force and effect as if the delegating Trustee had personally joined in the exercise of such power. Provided, however, that if such Trustee, or co-Trustee, shall also be a current beneficiary and such delegation shall be deemed to create in that Trustee a right that shall be deemed to be a general power of appointment, then such individual Trustee shall not be vested with such right to delegate such power. (6) Removal and Replacement of Corporate Tnistee. The Individual Trustee may, at any time and from time to time, remove the then-serving Corporate Trustee, provided that she designates, in a written instntment filed with court having jurisdiction over this Trust, a bank or trust company qualified to do business in the State of the Settlor's domicile at the time of the Settlor's death as successor Corporate Trustee. (7) Change in Corporate Fiduciary -Method of Successor Selection. If any corporate fid~zciary hereunder is merged or combined into another corporation, then within six (6) months after such merger or combination a successor or substitute corporate fiduciary (which shall be some other bank or trust company qualified to do business in the State of the Settlor's domicile at the time of the Settlor's death) maybe named in a written instrument filed with the court having jurisdiction over this Trust, signed by the Individual Trustee, or if she fails to act, by the court having jurisdiction over this Trust. If no successor is named within the time specified, then the corporate successor resulting from the merger or combination shall succeed to the capacity of its predecessor without conveyance or transfer. ARTICLE VII Definition of Tn~stee. Whenever the word "Trustee" or any modifying or substituted prortotin therefor is used in this Trust, such words and respective pronouns shall include both the singular and the plural, the masculine, feminine and neuter gender thereof, and shall apply equally to the Trustee named herein and to any successor or substitute Trustee acting hereunder, Page 4 and such successor or substitute Trustee shall have all the rights, powers and duties, authority and responsibility conferred upon the Trustee originally named herein. ARTICLE VIII Powers for Trustee. The Trustee is authorized in its fiduciary discretion (which shall be subject to the standard of reasonableness and good faith to all beneficiaries) with respect to any property, real or personal, at any time held under any provision of this Trust Agreement and without authorization by any court and in addition to any other rights, powers, authority and privileges granted by any other provision of this Trust Agreement or by statute or general rules of law: (1) To retain any investments at the discretion of the Trustee, including stock of any corporate fiduciary, or of a holding company controlling it; (2) To invest and reinvest in the Trustee's discretion as permitted by law, with the specific right to invest in stocks, bonds and real estate, including non-income producing re;;idential real estate for the occupancy of any present income beneficiary or beneficiaries, and in su~~h diversified, money market and mutual funds, including a corporate fiduciary's proprietary mutual funds, as the Trustee deems appropriate, including any such funds of any corporate fiduciary hereunder or any successor or affiliated corporation or a holding company controlling it; (3) To sell, to grant options for the sale of, or otherwise to convert any real or personal property or interest, at public or private sale, for such prices, at such time, in such manner and on such terms as Trustee may think proper, and to execute and deliver good and sufficient conveyances, assignments, and transfers without liability of any purchaser to see to the application of the purchase money; (4) To borrow money and to secure its repayment by mortgage of real or personal property, pledge of investments, or otherwise, without liability on the part of the lenders to see to the application; (5) To compromise claims by or against any trust created under this agreement; (6) To allocate and distribute different kinds or disproportionate shares of property or undivided interests in property among beneficiaries or trusts, in cash or in kind, or partly in each; (7) To register investments in the name of a nominee or to hold them unregistered in suci~ form that they will pass by delivery; (8) To join in any recapitalization, merger, reorganization, or voting trust plan Page 5 ai-fecting investments; to deposit securities under agreement; to subscribe for stock and bond privileges; and generally to exercise all rights of security holders; (9) To manage, operate, repair, alter, or improve real estate or other property, and to lease real estate and other property on such terms and for such period as trustee deems advisable, even for more than five years and beyond the duration of any trust; (10) To receive from the Settlor or from any other source any real or personal property as additions to this trust by deed, will, or in any other manner; (11) To combine, without prior court approval, any trust herein with any other trust with substantially similar provisions, although such other trust may have been created by separate instruments and by different persons, and, if necessary to protect different future interests, to value the assets at the time of such combination and to record the proportionate interest of each separate trust in the combined fund, provided, however, that no such combination shall be permitted if the effect of such combination would be (1) to violate the applicable rule against perpetuities; (2) to disqualify any interest in one or more of such trusts for a deduction for federal estate tax purposes which would otherwise be allowable; or (3) to cause the loss of the exempt status of one or more of such trusts from the imposition of the generation-skipping tax; (12} In the sole discretion of the Trustee, to divide any trust created under this agreement, without court order, into one or more separate trusts for the benefit of one or more of the beneficiaries of the trust (to the exclusion of the other beneficiaries) so divided, as the Trustee determines, and to allocate to such divided trust some or all of the assets of the trust estate for any reason; (13) To permit any present beneficiazy to occupy any real estate forming part of any trust without rent or on such other terms and conditions as the trustee shall determine; (14) To exercise any stock options that it may receive, including stock from any source as the trustee may deem necessary for the exercise of such options; and to pledge assets as trustee deems appropriate for this purpose; (15) To disclaim any interest in property received hereunder without Court approval; and (16) In general, to exercise all powers in the management of the Trust Estate which any individual could exercise in his or her own right, upon such terms and conditions as it may reasonably deem best, and to do all acts which it may deem reasonably necessary or proper to carry out the purposes of this Trust Agreement. Page 6 ARTICLE IX Provision for Tnustee to Act as Trustee for Beneficiary Under Aye Twenty-One. If any share hereunder becomes distributable to a beneficiary who has not attained the age of T~Nenty-one (21), such share shall immediately vest in the beneficiary, but notwithstanding the provisions herein, the Trustee shall retain possession of the share in trust for the beneficiary until the beneficiary attains the age of Twenty-one (21), using so much of the net income and principal of the share as the Trustee deems necessary to provide for the medical care, education, support anal maintenance in reasonable comfort of the beneficiary, taking into consideration to the extent th~° Trustee deems advisable any other income or resources of the beneficiary or his or her parents known to the Trustee. Any income not so paid or applied shall be accumulated and added to principal. The beneficiary's share shall be paid over and distributed to the beneficiary upon attaining age Twenty-one (21), or if he or she shall sooner die, to his or her personal representatives. The Trustee shall have with respect to each share so retained all the powers and di:;cretions it had with respect to the trusts created herein generally. ARTICLE X Trustee's Discretion in Making_Payments to a Person Under Aye Twenty-One, Incompetent or Incapacitated Person. In case the income or principal payment under any trust created hereunder or anv share thereof shall become payable to a person under the age of T~~enty-one (21), or to a person under legal disability, or to a person not adjudicated incompetent, but who, by reason of illness or mental or physical disability, is, in the opinion of the Trustee unable properly to administer such amounts, then such amounts shall be paid out by the Trustee in such of the following ways as the Trustee deems best: (1) directly to the beneficiary; (2) to the legally appointed guardian of the beneficiary; (3) to some relative or friend for the medical care, education, support and maintenance in reasonable comfort of the beneficiary; (4) by the Trustee using such amounts directly for the beneficiary's care, support and education; (5) to a custodian for the beneficiary under the Uniform Gifts or Transfers to Minors Ac ~. ARTICLE XI Power of Trustee to Resiarr During Settlor's Lifetime. The Trustee may resign this trusteeship during the Settlor's lifetime by giving the Settlor Thirty (30) days notice in writing delivered to the Settlor in person or mailed to the Settlor's last known address, the resignation to become effective as hereinafter provided. Upon receipt of such notice, the Settlor shall appoint a successor Trustee which shall be a bank or trust company qualified to do business in the state of the Settlor's domicile. Upon the failure of the Settlor to appoint a successor Trustee ~vho accepts the trust within Thirty (30) days from the time notice was delivered in person or mailed to the Settlor, the Trustee may resign to the court having jurisdiction over this trust, which court may, if it deems advisable, accept the resignation and appoint a successor Trustee which shall be a bank Page 7 or trust company qualified to do business in the state of the Settlor's domicile. Upon the appointment of and acceptance by the successor Trustee, the original Trustee shall pay over, deliver, assign, transfer or convey to such successor Trustee the Trust Estate and make a full and proper accounting to the Settlor, whereupon its resignation shall become effective. The substitute or successor Trustee upon acceptance of this trust and the Trust Estate shall succeed to and have all the rights, powers and duties, authority and responsibility conferred upon the Trustee originally named herein. ARTICLE XII Settlor During Lifetime to Designate Substitute or Successor Trustee. The Settlor during the Settlor's lifetime may name a substitute or successor Trustee which shall be a bank or trust company qualified to do business in the Settlor's domicile by delivery to the Trustee herein a notice naming the successor or substitute Trustee and indicating an intent to replace the Trustee named herein. Upon receipt of such notice the Trustee named herein shall pay over, deliver, assign, transfer or convey to such substitute or successor Trustee {which accepts the appointment as trustee), the Trust Estate and make a full and proper accounting to the Settlor, whereupon the Trustee named herein shall be discharged and have no further responsibility under this Trust Ai7reement. Upon the failure of the Trustee to make such conveyance the Settlor may apply to the court having jurisdiction of this trust and such court may compel the conveyance by the Trustee. The substitute or successor Trustee upon acceptance of this trust and the Trust Estate shall succeed to and possess all the rights, powers and duties, authority and responsibility conferred upon the Trustee originally named herein. ARTICLE XIII Discretion in Trustee to Terminate Small Tnrst and Distribute to Income Beneficiary. If at any time any trust created hereunder has a fair market value as determined by the Trustee of Fifteen Thousand (S 15,000.00) Dollars or less, the Trustee, in its absolute discretion if it determines that it is uneconomical to continue such trust, 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 therefrom or the legal representative of such person. If there is more than one income beneficiary, the 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. ARTICLE XN Simultaneous Death Provision Presuming_Beneficiary Predeceases Settlor. If any beneficiary and the Settlor should die under such circumstances as would make it doubtful whether the beneficiary or the Settlor died first, then it shall be conclusively presumed for the purposes of this Trust that the beneficiary predeceased the Settlor. Page 8 ARTICLE XV State Law to Govern. This Trust Agreement and the trusts created hereby shall be construed, regulated and governed by and in accordance with the laws of the Commonwealth of Pennsylvania. ARTICLE XVI Spendthrift Provision. Except as otherwise provided herein, all payments of principal and income payable, or to become payable, to the beneficiary of any trust created hereunder shall not be; subject to anticipation, assignment, pledge, sale or transfer in any manner, nor shall any beneficiary have the power to anticipate or encumber such interest, nor shall such interest, while in the possession of the fiduciary hereunder, be liable for, or subject to, the debts, contracts, obligations, liabilities or torts of any beneficiary. ARTICLE XVII Perpetuities Say inQs Clause. Notwithstanding anything herein to the contrary, the trusts cry°ated hereunder shall terminate not later than Twenty-one (21) years after the death of the last survivor of the trust beneficiaries hereunder, their issue, and any person or persons or their issue used to define the trust beneficiaries under this trust, living on the date of the Settlor's death (or when this trust becomes irrevocable, if sooner), when the Trustee shall distribute each remaining trust hereunder to the beneficiary or beneficiaries of the current income thereof, and if there is more than one beneficiary, in the proportion in which they are beneficiaries or if no proportion is designated in equal shares to such beneficiaries. Testimonium Clause. IN WITNESS WHEREOF, the Settlor and the Trustee have executed this Fourth Amendment and Restatement of Trust Agreement. ''? ~,,~,, ~ ~ ~rr-~~~ M & T INVESTMENT GROUP LOLTISE V. COOK i ~ ~/ ~ ; ;; SETTLOR By ;~ ~ssT, v~tE aees~o~ras ItS 8c TRUST pfFfCER TRUSTEE Wi'tness`; '„ i ~ ~i ~ ; ;; :~, - ,~ ~ / Page 9 COMMONWEALTH OF ) PENNSYLVANIA ) ACKNOWLEDGMENT COUNTY OF CUMBERLAND I, a Notary Public, within and for the Commonwealth and County aforesaid, do hereby certify that the foregoing Fourth Amendment and Restatement of Trust Agreement was this day produced to me in the above Commonwealth and County by Louise V. Cook, Settlor, party hereto and was executed and acknowledged by the Settlor to be the Settlor's free act and voluntary deed. WITNESS my signature this ~~~- day of ~~.~-+~-~~ , 2004. Not Public COMMONWEALTH OF PENNSYLVANIA NOTARIAL SEAL CYNTHIA J. RULE, Notary Public Camp Hill Boro., Cumberland County My Commission Expires February 3, 2008 Page 10 COMMONWEALTH OF ) PENNSYLVANIA ) ACKNOWLEDGMENT ~~uPH try ) COUNTY OF C I, a Notary Public, within and for the Commonwealth and County aforesaid do hereby c•°rtify that the foregoing Fourth Amendment and Restatement of Trust Agreement was this day produced to me the above Commonwealth and C~unty an/d was executed and acknowledged b.~~~~&~,¢~,{j~~~'1~ ~~J2,~ y-QSs~ ~ic~ !l~c~~„Lof M & T Investment Group, to be the free and voluntary act and deed of the corporate Trustee. WITNESS my signature this ~~ day of ~ (~~~,;~ n , 2004. COMMONWEALTH OF PENNSYLVANIA Notarial Seal Y. Michele Smoot. Notary Public City Of Harrisburg, Dauphin Courtly My Commission Expires June 29, 2008 Member, Pennsylvania Association Of Notaries -~ ~`~,_-- -_. Na>:ai=y ub is Page 11 P~ THE MATTER OF THE IN THE COURT OF COMMON PLEAS E',STATE AND TRUST OF CUMBERLAND COUNTY, PENNSYLVANIA LOUISE V. COOK, ORPHANS' COURT DIVISION DECEASED NO. 2008-00656 INSTRUMENT OF DISCLAIMER THIS INSTRUMENT, made as of the 31St day of October, 2008, by RANDALL C. COOK, LAURA L. COOK, MICHAEL R. COOK, STEPHEN N. CHRISTAKOS, and SUSAN L. COOK, all. adult individuals, and by Susan L. Cook as parent and natural guardian for her minor children, THOMAS N. CHRISTAKOS and JENNIFER L. CHRISTAKOS (collectively, the "Disclaimants"), WITNESSETH: THE CIRCUMSTANCES leading up to the execution of this Instrument are as follows: 1. Louise V. Cook (the "Decedent"}, late of Upper Allen Township, Cumberland County, Pennsylvania, died testate on May 31, 2008. The Decedent was survived by her three children, Roderick W. Cook, III, Randall C. Cook, and Susan L. Cook (collectively, the "Children"), and by her five grandchildren: Laura L. Cook and Michael R. Cook, the children of Randall; and Stephen N. Christakos, Thomas N. Christakos, and Jennifer L. Christakos, the children of Susan. 2. Susan L. Cook and Manufacturers and Traders Trust Company (collectively, the "Executors") have received Letters Testamentary from the Register of Wills of Cumberland County, for the administration of the Decedent's probate estate (the "Estate") COPY EXHIBIT C By the terms of the Decedent's Last Will and Testament, dated November 16, 2004 (1:he ``Will"), the Decedent gave the residue of the Estate to the trustee of the below-described Trust Agreement. 4. By that certain Trust Agreement, originally dated January 18, 1972, as most recently amended and restated in its entirety on November 16, 2004 (the "Trust Agreement"), the Decedent, as settlor, established a revocable trust (the "Trust") with Manufacturers and Traders Trust Company, as trustee ("M&T") 5. Article VI (1) of the Trust Agreement provides that, upon the death of the settlor, Susan L. Cook is to be an additional trustee. On June 19, 2008, Susan L. Cook, as Co-Trustee, executed that certain Acceptance of Appointment as Co-Trustee, a copy of which is attached hereto as Exhibit "A", and incorporated herein by this reference. Therefore, M&T and Susan L. Cook are Co-Trustees of the Trust (collectively, the "Trustees") 6. Article V of the Trust Agreement provides that, upon the death of the Decedent, the trust property, including all assets received from the Estate, is to be divided equally among the Children, as follows: Trust Estate to Settlor's Issue. Upon the death of the Settlor, the Trust Estate (which shall include any property which maybe added from the Settlor's general estate) shall be paid over and distributed to the Settlor's then surviving children, Roderick W. Cook, III, Susan L. Cook, and Randall C. Cook, in equal shares, provided, however, the then living issue of a deceased child of the Settlor shall take per stirpes the share their parent would have taken had he or she survived the Settlor, or in default of issue (i.e., if none of the Settlor's children or lineal descendants survive her) then to the American Heart Association, without restriction as to use; and further provided that the share passing to Roderick W. Cook, III shall immediately vest in him, but notwithstanding the provisions herein, the Trustee shall retain possession of this share in trust for Roderick W. Cook, III. The Trustee shall use so much of the net income and principal of this trust as the Trustee deems necessary to provide for his medical care, education, support and maintenance in reasonable comfort, taking into . .- . ~~ e 'w. - 2 - w ,e ` consideration to the extent the Trustee deems advisable any other income or resources of the beneficiary known to the Trustee. Any income not so paid or applied shall be accumulated and added to principal. Upon the death of Roderick W. Cook, III, the then-remaining principal and income of this trust shall be paid to the issue of Roderick W. Cook, III, per stirpes; and if he has no issue, then to the Settlor's issue, per stirpes. With respect to this trust, the Trustee shall have all of the powers and discretions it has with respect to the trusts created herein generally. 7. Section 6201 of the Pennsylvania Probate, Estates, and Fiduciaries Code provides, ul pertinent part: A person to whom an interest in property would have devolved by whatever means, including a beneficiary under a will ... may disclaim it in whole or in part by a written disclaimer which shall: (1) describe the interest disclaimed; (2) declare the disclaimer and extent thereof; and (3) be signed by the disclaimant. 20 Pa.C.S. § 6201. In order to increase the trust assets available for the lifetime financial security of Roderick W. Cook, III, the Disclaimants, collectively, desire to renounce and disclaim their respective interests in the below-described property during the lifetime of Roderick W. Cook, III, subject, nevertheless, to the prior approval by the Orphans' Court Division of the Court of Common Pleas of Cumberland County, Pennsylvania (the "Court") to empower Susan L. Cook, as parent and natural guardian of her minor children, Thomas N. Christakos and Jennifer L. Clll•istakos, to execute this Instrument on their behalf, for the purposes set forth herein. 9. Subject to the approval of the Court as aforesaid, the Disclaimants, including Thomas N. Christakos and Jennifer L. Christakos, by Susan L. Cook at their authorized parent and natlzral guardian, desire to renounce and disclaim, absolutely and forever, any and all of their ~~€~5r' respective right, title and interest in and to the residue of the Estate, together with their respective right, title and interest in the Trust until the death of Roderick W. Cook, III, upon the terms h.°reinafter set forth. 10. Except with respect to the income and principal of the Trust during the lifetime of Roderick W. Cook, III, nothing in this Instrument is intended to modify, diminish or affect the Disclaimants' respective and remaining rights in the Trust and under the Trust Agreement following the death of Roderick W. Cook, III, including the rights of the Disclaimants to receive their respective per stirpital shares otherwise provided in the Trust Agreement if Roderick W. Cook, III, should die without living issue. NOW THEREFORE, effective upon the approval of this Instrument by the Court and the entry of an Order to that effect, the Disclaimants, intending to be legally bound, do, for themselves, their heirs, personal representatives, successors and assigns, hereby exercise the rights granted to them in Chapter 62 of the Pennsylvania Probate, Estates and Fiduciaries Code, 20 Pa. C.S.A. §6201-6207, and hereby disclaim, release and renounce, absolutely and forever, any and all of their respective right, title and interest in and to the residue of the Estate and in and to the income and principal of the Trust during the lifetime of Roderick W. Cook, III. Provided, however, that nothing in this Instrument shall modify, diminish or affect the right, title and interest of the Disclaimants to receive those per stirpital shares they are otherwise entitled to receive under the Trust Agreement upon the death, without living issue, of the said Roderick W. Cook, III. The Disclaimants intend that this Instrument of Disclaimer shall constitute a "qualified disclaimer" by the Disclaimants under Section 2518 of the Internal Revenue Code of 1986, as amended. IN WITNESS WHEREOF, the Disclaimants, intending that this Instrument shall be delivered to the Trustees and to the Executors and thereafter filed of record in the Office of the Register of Wills of Cumberland County, Pennsylvania, have executed the attached Consents, with the same to be effective according to the terms set forth above. -4- << .,~ ~ II~1 THE MATTER OF THE IN THE COURT OF COMMON PLEAS ESTATE AND TRUST OF CUMBERLAND COUNTY, PENNSYLVANIA LOUISE V. COOK, ORPHANS' COURT DIVISION DECEASED NO. 2008-00656 CONSENT TO INSTRUMENT OF DISCLAIMER THE UNDERSIGNED, RANDALL C. COOK, hereby consents to and joins in the Instrument of Disclaimer dated October 31, 2008, relating to the Estate and Trust of Louise V. Cook, for the purposes expressed therein, a copy of which, including Exhibit A thereto, has been provided to him. -~`~~° C - ~-t RANDALL C. COOK COMMONWEALTH OF PENNSYLVANIA SS. CC>UNTY OF ~~l~r~i~~~c~A:y r) On this, the ~~ ~ day of ~ t c~_vhGE2 , 2008, before me, the undersigned officer, personally appeared RANDALL C. COOK, known to me, (or satisfactorily proven) to be the person whose name is subscribed to the within instrument, and acknowledged that he executed the same as his voluntary act and deed for the purposes therein contained. IN WITNESS WHEREOF, I hereunder set my hand and official Notary Publ f~y~e~n~s~ ~~. ;,. G _~ °~ ks~r r -5- e ~~~ 1)~ THE MATTER OF THE IN THE COURT OF' COMMON PLEAS E.-STATE AND TRUST OF CUMBERLAND COUNTY, PENNSYLVANIA LOUISE V. COOK, ORPHANS' COURT DIVISION DECEASED NO.2008-00656 CONSENT TO INSTRUMENT OF DISCLAIMER THE UNDERSIGNED, LAURA L. COOK, hereby consents to and joins in the Instrument oil Disclaimer dated October 31, 2008, relating to the Estate and Trust of Louise V. Cook, for the purposes expressed therein, a copy of which, including Exhibit A thereto, has been provided to hear. %l ~ LAURA L. OK~ COMMONWEALTH OF PENNSYLVANIA COUNTY OF ~~/ L~Ti~G~~rLfl "~~~ SS. On this, the G n ~ day of ~~~~'~~~~ , 200$, before me, the undersigned officer, personally appeared LAURA L. COOK, known to me, (or satisfactorily proven) to be the person whose name is subscribed to the within instrument, and acknowledged that she executed the same as her voluntary act and deed for the purposes therein contained. IN WITNESS WHEREOF, I hereunder set my hand and officia~eal. Notary Pu is ~~ '~~ ~ t, .~~ ~,. ~.~ ~~ -6- )~° ; ~.... ~ 4' -y~,. ~ ~ OW II~ THE MATTER OF THE IN THE COURT OF COMMON PLEAS ESTATE AND TRUST OF CUMBERLAND COUNTY, PENNSYLVANIA LOUISE V. COOK, ORPHANS' COURT DIVISION DECEASED NO. 2008-00656 CONSENT TO INSTRUMENT OF DISCLAIMER THE UNDERSIGNED, MICHAEL R. COOK, hereby consents to and joins in the Instrument of Disclaimer dated October 31, 2008, relating to the Estate and Trust of Louise V. Cook, for the purposes expressed therein, a copy of which, including Exhibit A thereto, has. been provided to him. MICHAEL R. COOK COMMONWEALTH OF PENNSYLVANIA ~/~~ SS. COUNTY OF V ~'r.~~i?1~if~L; Lf~f/l~ On this, the~~ day of ~ rCry~~r"2 , 2008, before me, the undersigned officer. personally appeared MICHAEL R. COOK, known to me, (or satisfactorily proven) to be the person whose name is subscribed to the within instrument, and acknowledged that she executed the same as her voluntary act and deed for the purposes therein contained. IN WITNESS WHEREOF, I hereunder set my hand and offici seal. Notary Pu c i C~ q '., /M ,. C~ ~Y IN THE MATTER OF THE IN THE COURT OF COMMON PLEAS ESTATE AND TRUST OF CUMBERLAND COUNTY, PENNSYLVANIA LOUISE V. COOK, ORPHANS' COURT DIVISION DECEASED . NO.2008-00656 CONSENT TO INSTRUMENT OF DISCLAIMER AND ACCEPTANCE BY CO-TRUSTEE AND CO-EXECUTORS THE UNDERSIGNED, SUSAN L. COOK, individually, as Co-Trustee, Co-Executor and as parent and natural guardian for her minor children, Thomas~N. Christakos and Jennifer L. Christakos, hereby consents to and joins in the Instrument of Disclaimer dated October 31, 2008, relating to the Estate and Trust of Louise V. Cook, for the purposes expressed therein, a copy of which, including Exhibit A thereto, has been provided. to her. ~° ~~--°~ SUSAN L. COOK, individually, as Co-Trustee, Co- Executor and as parent and natural guardian for her minor children, "Thomas N. Christakos and Jennifer L. Christakos ~iTATE OF t!Y//~ ~~L~ SS. COUNTY OF ~'Lp~~i ~~~ On this, the ~.~ day of~~G~~t lS~~ ,2008, before me, the undersigned officer, personally appeared SUSAN L. COOK, known to me, (or satisfactorily proven) to be the person whose name is subscribed to the within instilunent, and acknowledged that she executed the same, in the capacities indicated, as her voluntary act and deed for the purposes therein contained. iN WITNESS WHEREOF, I hereunder set my hand and official seal. 1 ary Public IN THE MATTER OF THE IN THE COURT OF COMMON PLEAS ESTATE AND TRUST OF CUMBERLAND COUNTY, PENNSYLVANIA LOUISE V. COOK, ORPHANS' COURT DIVISION DECEASED N0.2008-OOb56 CONSENT TO INSTRUMENT OF DISCLAIMER THE UNDERSIGNED, STEPHEN N. CPIRISTAKOS, hereby consents to and joins in the Instrument of Disclaimer dated October 31, 2008,~relating to the Estate and Trust of Louise V. Cook, for the purposes expressed therein, a copy of which, including Exhibit A thereto, has been provided to him. .~,~~~ ~'~~zr,~~.r,-'t. STEPHEN N. CHRISTAKOS STATE OF ~~/~r~~~-~ : -- SS. COUNTY OF 4>2 ~ h Otitc~~cf : On this, the 1 ~7 day of ~~'C(-~t~L~_ , 2008, before me,• the undersigned off cer, personally appeared STEPHEN N. CHRISTAKOS, known to me, (or satisfactorily proven) to be the person whose name is subscribed to the within instrument, and acknowledged that he executed the same as his voluntary act and deed for the purposes tlierein contained. IN WITNESS WHEREOF, I hereunder set my hand and official seal. otary Public - 9 - ,mss` - '~,~ ~~ L ~,'~. IN THE MATTER OF THE IN THE COURT OF COMMON PLEAS ESTATE AND TRUST OF CUMBERLAND COUNTY, PENNSYLVANIA. LOUISE V. COOK, ORPHANS' COURT DIVISION DECEASED NO.2008-00656 ACCEPTANCE BY CORPORATE CO-EXECUTORJCO-TRUSTEE MANUFACTURERS AND TRADERS TRUST COMPANY, Co-Trustee of that certain Trust Agreement originally dated January 18, 197, with Louise V. Cook, as Settlor, as amended and restated in its entirety on November 16, 2004, and as Co-Executor of the Estate of Louise V. Cook, deceased, hereby accepts that certain Instrument of Disclaimer, dated October 31, 2008, relating to the Estate and Trust of Louise V. Cook, for the purposes expressed therein, a copy of which, including Exhibit A thereto, has been provided to its duly authorized officer or representative. MANUFACURERS AND TRADERS TRUST COMPANY, Co-Executor and Co-Trustee ---- osep . Macri, Vic resident COMMONWEALTH OF PENNSYLVANIA ss. COUNTY OF DAUPHIN On this, the ~ day of CJ'.~G~~ , 2008, before me, the undersigned officer, personally appeared JOSEPH A. MACRI, who acknowledged himself to be a Vice President of Manufacturers and Traders Trust Company, and that he, as such officer being authorized so to do, executed the foregoing instrument for the purposes therein contained by signing the name of such trust company by himself as such officer. IN WITNESS WHEREOF, I hereunto set my hand and official seal. Notary Public COMMONWEALTH OF PENNSYLVANIA Notarial Seal Dorms M. Longnaker, Notary Public City Of Hartisburc,~, Dauphin Courriy - 1 - My carnrnissia, Expires Oct 27, 20'I ~ _ _ Member, Pennsylvania AsaoClatlon o i ~' F -s~ c~o~ ; I]V RE: 1N THE COURT OF COMMON PLEAS ESTATE AND TRUST OF CUMBERLAND COUNTY, PENNSYLVANIA LOUISE V. COOK, ORPFIANS' COURT DIVISION ~-`> C7 ~; IJ~ECEASED N0.2008-00656 ~- ~ ~.~~ ;_ -:~ ~ c,•~ ~ . ACC>GPTANCE OF APPOINTMENT ~"~~_.. AS CO-TRUSTEE ;.~ ~,__> -tom `- ; ` _ ', -~ , rJ ~.~ } ~ .. WHEREAS, Louise V. Cools died on May 31, 2008, y. ~ NOW THEREFORE, SUSAN L. COOK, as the designated individual Co-Trustee under th~it certain Trust Agreement of Louise V. Cools, originally dated January 18, 1972, as amended and restated in its entirety on November 16, 2004 (the "Restated Trust Agreement"), hereby accepts her appointment as such individual Co-Trustee, as provided in Article VI(1) of the Restated Trust Agreement. IN WITNESS WHEREOF, the undersigned has set her hand and seal .hereto as of this 19t~' day of June, 2008. ~ -.O,YI V C~~ ~ /LCl/ SUSAN L. COOK, Co-Trustee STATE OF MARYLAND SS. COUNTY OF ~G ~~j or~'~~- On this, the 2 ~ day of / ~ ~~ •P 2008, before me, the undersigned officer, personally appeared SUSAN L. COOK, known to me, (or satisfactorily proven) to be the person whose name is subscribed to the within instrument, and aclaiowledged that she executed the same as her free and voluntary act for the purposes set forth above. IN WITNESS WHEREOF, I hereunder set my hand and official seal. ~~~~~~,~ "otary Public Scott S. Maclntyre Notary Public, District of Columbia My Commission Expires 6-30-20D9 _ " ~, Ti'YXTTRT'T' A IN THE MATTER OF THE IN THE COURT OF COMMON PLEAS ESTATE AND TRUST OF ~ CUMBERLAND COUNTY, PENNSYLVANIA LOUISE V. COOK, ORPHANS' COURT DNISION DECEASED N0.2008-00656 CONSENT AND JOINDER TO PETITION FOR APPROVAL OF DISCLAIMERS FOR MINOR BENEFICIARIES THE UNDERSIGNED, NICHOLAS T: CHRISTAKOS, being the natural father of the minor beneficiaries described therein, hereby consents to and joins in the Petition for Approval of Disclaimers for Minor Beneficiaries, for the purposes expressed therein, and acknowledges receipt of a copy of the Petition and ail exhibits thereto. _ ~ ~~~~ NICHOLAS T. CHRISTAKOS STATE OF Z ~-" `, SS. COUNTY OF On this, the day of `~-~'~rr~~~t `oG~~ , 2008, before me, the undersigned officer, personally appeared NICHOLAS T. CHRISTAKOS, known to me, (or satisfactorily proven) to be the person whose name is subscribed to the within instrument, and acknowledged that he executed the same for the purposes therein contained. IN WITNESS WHEREOF, I hereunder set my hand and official seal. _, otary Public" tents S. Coleman Notary Public, District of Calutnbia My Commission Expires 10/ta/2ot~ -~- CHARLES W. RUBENDALL II ROBERT L. WELDON EUGENE E. PEPINSKY, JR. JOIiN H. ENOSIII GAILY E. FRENCH DONNA S. WELDON BRADFORD DORRANGE JEF"PREY S. STOKES ROBERT R. CHURCH STE=PHEN L. GROSE R.SCOTT SHEARER ELYSE E. ROGERS CRAIG A. LONGYEAR JOhiN A. FEICHTEL STEPHANIE KLEINFELTER D0IJALD M. LEWISIIL ERIC R. AUGUSTINE TODD F. TRUNTZ CAF20L L. VERISH KEEPER WOOD ALLEN &RAHAL, LLP ESTABLISHED IN 1878 ATTORNEYS AT LAW 210 WALNUT STREET OF COUNSEL: N. DAVID RAHAL P. O. BOX 11963 SAMUEL C. HARRY HARRISBURG, PA (7108-1963 _ WEST SHORE OFFICE: PHONE 17171 255-8000 635 NORTH 12'" ST., SUITE 400 LEMOYNE, PA 17043 (7171 612-5800 EIN No. 23-0716135 www. keeferwood.com WRITER'S CONTACT INFORMATION. December 23, 2008 (717) 255-8059 Eax: (717) 255-8003 E-mail: rchurch~rLkeeferwood.com Glenda Farner Strasbaugh, Clerk of Orphans' Court Division Cumberland County Courthouse One Courthouse Square Carlisle, PA 17013-3387 Re: Estate and Trust of Louise V. Cook, deceased Cumberland Count~Estate No. 2008-00656 Dear Mrs. Strasbaugh: .As counsel for M&T Bank and Susan L. Cook, Co-Executors of the above-referenced probate estate, I enclose, for the Court's review and action, a Petition for Approval of Disclaimers for Minor Beneficiaries (the `'Petition"), including attached Exhibits. I also enclose my firm's disbursement check in the amount of $ 15.00 for the filing fee for the Petition. Through the Petition, Susan L. Cook seeks the Court's authorization to execute a~~ Instrument of Disclaimer (copy attached to the Petition as Exhibit C) on behalf of her minor children, Thomas and Jennifer Christakos, The Instrument of Disclaimer has already been conditionally executed by Susan L. Cook and by the other family members who are the decedent's next-of--kin and contingent beneficiaries under the decedent's Last Will. The purpose of the Instrument of Disclaimer is to permit the one-third residuary shares of the decedent's daughter Susan L. Cook, and the decedent's son Roderick Cook, to pass, by disclaimer/default. ro the testamentary trust provided in the decedent's Last Will for her son Roderick W. Cook, III. The children of Susan and Randall who are adults have already executed the Instrument of 1Disclaimer to relinquish their contingent remainder interests in this inheritance. As Thomas and Jennifer Christakos (ages 16 and I2, respectively) are minors, the Col~rt's authorization is required to disclaim their interests. Section 6202 of the PEF Code empowers the Court to make 11zis determination for a minor. Glenda Farner Strasbaugh Page 2 December 23, 2008 Please file the Petition and present it to the Court for consideration. Attached to the Petition is a proposed Order. Assuming that the Court approves the Petition and proposed Order, please send the executed Order to me. Please contact me if you require further information or assistance. Thank you for your attention to this matter. Very truly yours, KEEFER WOOD ALLEN & RAHAL, t,t,P B ,~ ~ ~ - : ~,,.. y ~ ~ `~ Robert R. Church RRC/wlrp Enclosures cc: Susan L. Cook, Co-EXecutorlCo-Trustee (w/o encl.) Ruth Ann McMillen, Asst. Vice President (wlo encl.)