HomeMy WebLinkAbout96-0276LAW OFFICES
GOLDBEE~G. LIATZMAN BC S$IPMAN. P.C.
320 MAAHET STBEET
RONALD M. KATZMAN ST&AWBEEBY SQUARE
F. LEE SHIPMAN
PAUL J. ESPOSITO P.O. BOX 1268
NEIL NENDERSHOT HAAAISBUBG. PENNSYLVANIA 17108-1268
J. JAY COOPER
TELEPHONE: (717) 234-4181
THOMAS E. BRENNER
JOHN A. STATLER FAX: (71'7) 234-6808
APRIL L. STRANG-KUTAY
GUY H. BROOKS HTTP://WWW.GHSLAW.COM
JEFFERSON J. SHIPMAN
JERRY J. RUSSO
MICHAEL J. CROCENZI
THOMAS J. WEBER February 1D, 1999
ARNOLD 0. KOGAN
EVAN J. KLINE, Iil
JOHN DELORENZO
STEVEN E. GRUBB
DIANA WOODSIDE
JOHN R. NINOSKY
The Honorable George E. Hoffer, President Judge
Cumberland County Courthouse
One Courthouse Square
Carlisle, PA 1 ~~~"
Estate of Oifver Rosenberg, deceased
No. 2196-0276
Dear Judge
OF COUNSEL
ARTHUR L. GOLDBERG
JOSHUA D. LOCK
HARRY B. GOLDBERG
U 961-19981
HERSHEY OFFICE:
17171 533-4049
CARLISLE OFFICE:
17171 Z45-0597
rORK OFFICE.
17171 843-7912
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I am writing in reference to the conference call of January 8, 1999, conducted by you
and involving Elizabeth Mullaugh of Buchanan Ingersoll and myself. It is my recollection
from that conference call that you had required the estate to file an inventory and issued a
stay of the proceedings pending further activity by the Internal Revenue Service. In
examining your order of January 13, 1999, I note that the order reads that a stay was issued
until further filing by either party. It is my assumption that the estate's filing of the required
inventory does not affect the stay imposed by you. The inventory filed by the estate was
merely a rerunning of the estate tax return information and prefaced with a statement that
the numbers were subject to change depending upon the IRS audit.
Our office, as counsel for the widow has received a summons from the IRS requesting
additional information to assist them in their audit of the estate. A copy of the
aforementioned summons is attached hereto for your review. In that the IRS is continuing
their audit and asked us for additional information and, further, the estate claims to be
precluded from filing more definitive numbers at this time, it seems reasonable that the stay
requested by the estate remain in effect until further action by the IRS.
As a result, I will proceed as though the matter pending before you has been stayed.
If our assumption is incorrect, kindly notify me at once so that I can file appropllate
objections to the tentative inventory filed by the estate.
The Honorable George E. Hoffer, President Judge
February 10, 1999
Page 2
I thank you for your attention and courtesy in this regard.
Very truly yours,
/ ; ~ ,r
Neil Hendershot
Enclosure
cc: Elizabeth Mullaugh, Esquire
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en pfRter of the Internal Revenue Servlte, m give testimony and m Dr1ng with you and t0 produce for a:aminati •n the following boolc9. reeorOS, papers, anG
other elate relating to the ttt 1is0ilinr Or She exilectlen eN tM ta: IIab111ty sr for Ue ~Dvroose of inquiring into any oHenee connected +rrith Ns eelminiatretion or
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"( hereby certify that (have examined and compared this copy of the summons with the original and that it is 2
true and correct copy of the original.' ~~~~
Signature of IRS 0ftielst Ssrv(ngt~e rnmont Tftfe'~ar~'~ /
Business address and telephone number of internal Revenue Service officer named above;
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Part A -• Yo be given to person sumfnaned >corm 2038 (Rev, OZ 94)
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IN RE: : IN THE COURT OF COMMON PLEAS
:CUMBERLAND COUNTY,
MARITAL GST EXEMPT QTIP TRUST :PENNSYLVANIA
UNDER THAT CERTAIN DECLARATION OF
REVOCABLE TRUST WHICH
OLIVER ROSENBERG :ORPHANS' COURT DIVISION
SIGNED AND DATED NOVEMBER 18, 1991,
SUBJECT TO THAT CERTAIN : No.: 2196-0276
FAMILY SETTLEMENT DATED JULY 1, 1999: ~
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TRUST TERMINATION AGREEMENT ~~~~ o ~ 1,`J
of Au
ust
2009
THIS AGREEMENT made thisy~µda -~r~
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WITNESSETH:
I. THE CIRCUMSTANCES leading up to the execution of this Agreement
are as follows:
1. Oliver Rosenberg ("Mr. Rosenberg") died on March 26, 1996, a domiciliary
of Cumberland County, Pennsylvania.
2. Mr. Rosenberg's Last Will and Testament, dated November 18, 1991 was
admitted to probate on April 1, 1996 by the Register of Wills of Cumberland County,
Pennsylvania, docketed under Case Number 2196-0276.
3. Mr. Rosenberg bequeathed and devised his residuary estate to the
Trustees of The Oliver Rosenberg Revocable Trust established by that certain
Declaration of Revocable Trust which Mr. Rosenberg signed and dated November 31,
1991 (the "Trust Agreement").
4. Pursuant to §3.1.2.1 of Article Three of the Trust Agreement, the Trustee
is directed to hold, administer and distribute a certain amount (that is determined via
formula) in accordance with Article Four of the Trust Agreement, entitled "The QTIP
Trust."
5. Under §3.1.2.1 of Article Three of the Trust Agreement, the Trustee may,
for U.S. Estate Tax reasons, divide the above described amount between separate
Page -1-
~~
trusts with identical terms, and qualify one or more of such trusts for the U.S. Estate
Tax Marital Deduction.
6. Under §7.2.8 Article 7 of the Trust Agreement, the Trustee may divide any
trust (i.e., the QTIP Trust) into two or more separate trusts and allocate Mr.
Rosenberg's remaining GST Exemption to one or more of such trusts. The terms of the
separate trusts created by such division are identical in all other respects.
7. Pursuant to that certain Family Settlement Agreement dated July 1, 1999,
the parties thereunder, among other things, agreed to:
(a) Separate the above described QTIP Trust into two separate trusts:
(i) the Marital GST Exempt QTIP Trust (the "GST Exempt
Trust"); and,
(ii) the Marital Non-GST Exempt QTIP Trust.
(b) Fund the GST Exempt Trust with $1 million.
8. Mr. Rosenberg's entire $1 million GST Exemption was allocated to the
GST Exempt Trust. Thus, any distribution from the GST Exempt Trust is not taxable for
Generation Skipping Transfer Tax purposes.
9. Pursuant to that certain Trustee Resignation, Acceptance of Trusteeship,
Receipt, Omnibus Release and Indemnity Agreement dated September 14, 1999,
Allfirst Bank (now Manufacturers And Traders Trust Company by merger) agreed to
serve as Trustee of the GST Exempt Trust. Manufacturers And Traders Trust
Company is described herein as the "Trustee".
10. This Agreement concerns only the administration, termination and
distribution of GST Exempt Trust.
11. Pursuant to §4.1.1 of the Article Four of the Trust Agreement, the Trustee
is directed to distribute the net income of the GST Exempt Trust to or for the benefit of
Settlor's wife, Mary E. Rosenberg, ("Mrs. Rosenberg") in, at least, quarter-annual
installments.
12. Pursuant to §4.1.2 of the Trust Agreement, the Trustee is directed to
distribute to or for the benefit of Mrs. Rosenberg so much of the principal of the GST
Exempt Trust as the Trustee deems necessary or proper for the health, maintenance
and support of Mrs. Rosenberg, taking into account other available funds, including
Page -2-
Mrs. Rosenberg's individual assets. The Trustee made no such principal distributions
from the GST Exempt Trust.
13. Under §4.1.3 of the Trust Agreement, the Trustee is directed to:
(a) Distribute any accrued or undistributed net income of the GST Exempt
Trust to the personal representative of Mrs. Rosenberg's Estate;
(b) Pay from the principal of the GST Exempt Trust that 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 GST Exempt Trust in Mrs. Rosenberg's
taxable estate, as certified by Mrs. Rosenberg's personal representative;
(c) Distribute the balance of the GST Exempt Trust to Mr. Rosenberg's issue,
in such amounts and upon such trusts, terms and conditions as Mrs.
Rosenberg appoints in her Will by specific reference to such special
power of appointment; and,
(d) Distribute any unappointed trust property to Mr. Rosenberg's then living
issue, per sitrpes, subject to continuing trust until age 35 (such trust
provisions are set forth under Article Five of the Trust Agreement).
14. The GST Exempt Trust was funded on September 14, 1999.
15. Mrs. Rosenberg died testate on November 5, 2005, a domiciliary of
Cumberland County, Pennsylvania.
16. Mrs. Rosenberg's Last Will and Testament, dated December 29, 2000
("Mrs. Rosenberg's Will), was admitted to probate, and Dennis R. Rosenberg and
Sharon D. Schwartz were duly appointed the personal representatives of Mrs.
Rosenberg's Estate (collectively, "Mrs. Rosenberg's Executor").
17. On August 7, 2006, the Trustee paid Mrs. Rosenberg's Executor a total of
$384,475.20 for the U.S. Estate Tax and Pennsylvania Inheritance Tax attributable to
the GST Exempt Trust ($347,376.50 in U.S. Estate Tax and $37,098.70 in
Pennsylvania Inheritance Tax).
18. Mrs. Rosenberg's Executor has recently received both the U.S. Estate
Tax Closing Letter and the Commonwealth's Appraisement and Assessment of
Pennsylvania Inheritance Tax.
Page -3-
19. Under V.D.2. of Article Five (entitled Exercise Of Special Power Of
Appointment) of Mrs. Rosenberg's Will, Mrs. Rosenberg exercised the above described
special testamentary power to appoint the remaining property of the GST Exempt Trust.
20. Mrs. Rosenberg appointed the property of the GST Exempt Trust equally
among her following named grandchildren, Nicholas O. Schwartz ("Nicholas"), Davina
G. Puceta ("Davina"), Nathan P. Puceta ("Nathan"), and Renee M. Lebo ("Renee");
Provided they survived her by 30 days, and subject to the protective trust provisions
under Mrs. Rosenberg's Will.
21. The above described protective trust provisions are set forth under Article
Seven of Mrs. Rosenberg's Will. Under VILA of Mrs. Rosenberg's Will, Mrs. Rosenberg
expressly:
(a) stated that she intended the protective trust provisions under her Will to
apply to a fund held under the Trust Agreement over which she
possessed the Power of Appointment that she exercised by her Will (i.e.,
the GST Exempt Trust); and,
(b) directed the trustee named in her Will to hold in continuing trust the
property of any beneficiary who has not attained 35 years of age, and to
administer the same for the benefit of such beneficiary in accordance with
the remaining provisions of Article Seven of Mrs. Rosenberg's Will.
22. Under Article VIII.B. of Mrs. Rosenberg's Will, Mrs. Rosenberg nominated
and appointed her daughter, Sharon D. Schwartz, and her son, Dennis R. Rosenberg,
(collectively, "Mrs. Rosenberg's Trustee") to serve as co-trustees of any trusts created
thereunder.
23. Nicholas, Davina, Nathan, and Renee all survived Mrs. Rosenberg by 30
days. Thus, the shares created under Mrs. Rosenberg's Will for their respective benefit
are vested.
24. Nicholas, the son of Sharon D. Schwartz, is presently 17 years of age,
having been born December 13, 1991.
25. Davina, the daughter of Sharon D. Schwartz, is presently 30 years of age,
having been born September 25, 1978.
26. Nathan, the son of Sharon D. Schwartz, is presently 33 years of age,
having been born June 4, 1976.
Page -4-
27. Renee, the daughter of Dennis R. Rosenberg, is presently 37 years of
age, having been born February 27, 1972.
28. As Renee has attained 35 years of age, the share of the GST Exempt
Trust that Mrs. Rosenberg appointed to Renee passes free of trust.
29. The respective shares of the GST Exempt Trust that Mrs. Rosenberg
appointed to Nicholas, Davina and Nathan pass to Mrs. Rosenberg's Trustee, In Trust,
to be held and administered in accordance with Article Seven of Mrs. Rosenberg's Will.
30. The GST Exempt Trust terminates in its entirety upon the death of Mrs.
Rosenberg pursuant to the terms set forth in the Trust Agreement.
31. Davina; Nathan; Renee; Sharon D. Schwartz, as the natural guardian of
Nicholas; and, Mrs. Rosenberg's Trustee (collectively, the "Beneficiaries") wish to
forever settle and compromise any and all claims and rights which they may possess,
now or hereafter, in the GST Exempt Trust without the cost and delay of a court
adjudication and confirmation of an accounting of the Trustee's administration of the
GST Exempt Trust.
32. Sharon D. Schwartz is now legally known as Sharon Connors.
33. The Trustee is willing to so terminate the GST Exempt Trust via a
nonjudicial settlement if the Beneficiaries provide the Trustee with satisfactory release,
refunding and indemnification protections.
II. RECEIPT, RELEASE, REFUNDING, AND INDEMNIFICATION AGREEMENT:
NOW THEREFORE, in consideration of the foregoing, and intending to be legally
bound, the Beneficiaries, for themselves, their heirs, personal representatives,
successors, and assigns, hereby do as follows, to wit:
A. Represent, warrant and agree that they:
(i) Have read and understand this Agreement and confirm the facts
set forth above are true, correct and complete to the best of their
knowledge, information and belief, and hereby approve the same
for all purposes and incorporate them herein by reference.
(ii) Acknowledge that they have sought advice of an attorney, prior to
executing this Agreement or have voluntarily chosen not to consult
with an attorney; and,
Page -5-
(iii) Have entered into this Agreement of their own free will and choice
without any compulsion, duress or undue influence from anyone.
B. Declare that they have previously received copies of the following above
described documents, which are incorporated herein by reference:
(i) The Trust Agreement;
(ii) The Family Settlement Agreement dated July 1, 1999;
(iii) The Trustee Resignation, Acceptance of Trusteeship, Receipt,
Omnibus Release and Indemnity Agreement, effective September
14, 1999; and,
(iv) Mrs. Rosenberg's Will.
C. Declare that they have had the opportunity to examine the Trustee's First
and Final Account of its administration of the GST Exempt Trust (which is
attached hereto as Exhibit "A," and incorporated herein by reference; the
"Trustee's Account"), and based upon such examination (or their decision
not to make such an examination), they are satisfied they have sufficient
information to make an informed waiver of their right to a formal court
accounting and do hereby waive the filing and audit of the same and
approve the Trustee's Account.
D. Approve the Trustee's above described $384,475.20 distribution to Mrs.
Rosenberg's Executor in payment of the U.S. Estate Tax and the
Pennsylvania Inheritance Tax attributed to the inclusion of the GST
Exempt Trust in Mrs. Rosenberg's taxable estate.
E. Approve and direct the Trustee to pay the remaining Trustee's Fees and
Attorneys' Fees as set forth on the attached Proposed Schedule Of
Reserves, which is attached hereto as Exhibit "B," and incorporated herein
by reference.
F. Approve and direct the Trustee to distribute the remaining trust property
as set forth on the attached Proposed Schedule Of Fihal Distributions,
which is attached hereto as Exhibit "C," and incorporated herein by
reference.
G. Agree to refund on demand, all or any part of the above described
distributions, which the Trustee or any court of competent jurisdiction
Page -6-
determines to have been improperly made.
H. To the extent of the above described final distributions (as set forth in
Exhibit "C"), absolutely, unconditionally and irrevocably release, remises
and forever discharge Manufacturers And Traders Trust Company, as
Trustee of the GST Exempt Trust, from any and all manner of actions,
causes of action, suits, liens, accounts, reckanings, controversies,
agreements, promises, claims, demands, losses and expenses
whatsoever, in any way arising from or concerning the final distributions.
To the extent of the above described final distributions (as set forth in
Exhibit "C"), agree to indemnify and hold harmless Manufacturers And
Traders Trust Company, as Trustee of the GST Exempt Trust, with
respect to any and all matters or liabilities which they may be subjected by
reason of joining in this Agreement, and in carrying out the provision
hereof.
Agree this Agreement is intended to compromise and settle disputed
claims, including, without limitations, claims and defenses asserted in
connection with the creation, administration and distribution of the GST
Exempt Trust.
K. Agree that this Agreement constitutes the entire understanding between
the Trustee and the Beneficiaries (individually and collectively, the
"Parties") concerning the subject matter hereof, and supersedes any and
all prior written agreements and any and all prior or contemporaneous oral
agreements or understandings relating to the subject matter hereof.
Agree that this Agreement may not be amended, modified, superseded,
canceled, renewed or extended, nor may any term or condition hereof be
waived, except by a written instrument or document signed by all the
parties hereto or, in the case of a waiver, signed by the party sought to be
charged therewith. No waiver by any party of the breach of any provision
hereof shall be deemed to constitute a waiver of any continuing or
subsequent breach of such provision or any other provision hereof.
Except as otherwise provided herein, the rights and remedies expressly
granted hereunder shall be cumulative with respect to, and shall not be
deemed to exclude, any other rights and remedies to which any party shall
be entitled at law or in equity.
M. Agree that this Agreement shall be binding upon and inure to the benefit
of the Parties and their respective heirs, successors, assigns, personal
Page -7-
representatives, and those who may hereafter claim through any of the
Parties.
N. Agree that this Agreement shall be governed by and construed in
accordance with the laws of the Commonwealth of Pennsylvania, without
regard to choice-of-law provisions. The Court shall have exclusive
jurisdiction over any action to enforce or interpret the terms of this
Agreement. The Trustee and Beneficiaries hereby consent to the Court
exercising personal jurisdiction over each of them in any action or suit
arising out of the enforcement of this Agreement.
O. Agree that any references to person or things shall be deemed to refer to
such persons or things in the singular or plural and in the masculine,
feminine or neuter gender as the context shall require.
P. Agree that this Agreement shall be deemed to be severable, so that if any
provision hereof shall be determined by a court of competent jurisdiction
to be invalid or unenforceable, the remaining provisions hereof shall
continue to remain valid and enforceable in accordance with their terms.
Q. Agree that this Agreement may be executed in multiple counterparts, each
of which may contain the signatures of one or more of the Parties, all of
which, taken together, shall constitute one and the same document.
Page -8-
IN RE: : IN THE COURT OF COMMON PLEAS
:CUMBERLAND COUNTY,
MARITAL GST EXEMPT QTIP TRUST :PENNSYLVANIA
UNDER THAT CERTAIN DECLARATION OF
REVOCABLE TRUST WHICH
OLIVER ROSENBERG :ORPHANS' COURT DIVISION
SIGNED AND DATED NOVEMBER 18, 1991,
SUBJECT TO THAT CERTAIN : No.: 2196-0276
FAMILY SETTLEMENT DATED JULY 1, 1999
CONSENT TO TRUST TERMINATION AGREEMENT
THE UNDERSIGNED, JOSEPH A. MACRI, VICE PRESIDENT AND TRUST
OFFICER OF MANUFACTURERS AND TRADERS TRUST COMPANY, in its fiduciary
capacity set forth in the Agreement, hereby consents to and joins in this Trust
Termination Agreement (the "Agreement"), for the purposes expressed therein, and
acknowledges receipt of a copy of the Agreement and all Exhibits thereto, has been
provided to him.
MANUFACTURERS AND TRADERS TRUST
COMPANY
By G• ~~
EPH A. MA VICE PRESIDENT
ND TRUST OFFICER
COMMONWEALTH OF PENNSYLVANIA
ss:
COUNTY OF~~>J®~~
On this 1(~ day of , 2009 before me, the undersigned officer,
personally appeared JOSEPH A. I ACRI, who acknowledges himself to be the VICE
PRESIDENT AND TRUST OFFICER 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
bank by himself as such officer.
IN WITNESS WHEREOF, I hereunder set may ha(n~d and official seal.
~Y~SI~.+rf..1~11~.~.rmtv.,--
Notary Public
COMMONWEALTH OF PENNSYLVANIA
Page -9- ~,;~~
Donna 8. Hummer, Notary PuMb
City Of Fiartb6urg, Dauphin CwMy
My Comm~bn EaWraa,lune 10,2010
Mambar, Pennsylvania Aeaooiation of N0leriea
IN RE: : IN THE GOURT OF COMMON PLEAS
:CUMBERLAND COUNTY,
MARITAL GST EXEMPT QTIP TRUST :PENNSYLVANIA
UNDER THAT CERTAIN DECLARATION OF
REVOCABLE TRUST WHICH
OLIVER ROSENBERG
ORPHANS' COURT DIVISION
SIGNED AND DATED NOVEMBER 18, 1991,
SUBJECT TO THAT CERTAIN : No.: 2196-0276
FAMILY SETTLEMENT DATED JULY 1, 1999
CONSENT TO TRUST TERMINATION AGREEMENT
SHARON CONNORS (FORMERLY, SHARON D. SCHWARTZ A/K/A SHARON
R. SCHWARTZ), AS NATURAL GUARDIAN OF NICHOLAS O. SCHWARTZ (A
MINOR) AND AS CO-TRUSTEE OF THOSE SEPARATE TRUSTS ESTABLISHED
UNDER THE LAST WILL AND TESTAMENT OF MARY E. ROSENBERG,
DECEASED, FOR THE BENEFIT OF NICHOLAS O. SCHWARTZ, DAVINA G.
PUCETA, AND NATHAN P. PUCETA, RESPECTIVELY, hereby consents to the
Termination Agreement (the "Agreement'), and acknowledges that a copy of the
Agreement, including all Exhibits thereto, has been provided to her.
SH RON CONNORS
COMMONWEALTH OF PENNSYLVANIA
~ : ss:
COUNTY OF M ~
On this, the 5 day of _~, 2009, before me, the undersigned officer,
personally appeared SHARON CONNORS (FORMERLY, SHARON D. SCHWARTZ
A/IVA SHARON R. SCHWARTZ) 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, in the capacities indicated, as her free and voluntary act for the
purposes expressed therein.
IN WITNESS WHEREOF, I have s t my hand and official seal.
a ~~
Notary Pu lic
Page -10- COMMa1~wF~11]HOFPENNSriYANU1
NorARUa sEa.
ALMA nrE71E ooNZALEz
CARL181,E BOROUGH, CUMBERLAND COUNiY
MY COMMISSION EXPIRES MARCH 18, 2013
IN RE: : IN THE COURT OF COMMON PLEAS
:CUMBERLAND COUNTY,
MARITAL GST EXEMPT QTIP TRUST :PENNSYLVANIA
UNDER THAT CERTAIN DECLARATION OF
REVOCABLE TRUST WHICH
OLIVER ROSENBERG :ORPHANS' COURT DIVISION
SIGNED AND DATED NOVEMBER 18, 1991,
SUBJECT TO THAT CERTAIN : No.: 2196-0276
FAMILY SETTLEMENT DATED JULY 1, 1999
CONSENT TO TRUST TERMINATION AGREEMENT
DENNIS R. ROSENBERG, AS CO-TRUSTEE OF THOSE SEPARATE TRUSTS
ESTABLISHED UNDER THE LAST WILL AND TESTAMENT OF MARY E.
ROSENBERG, DECEASED, FOR THE BENEFIT OF NICHOLAS O. SCHWARTZ,
DAVINA G. PUCETA, AND NATHAN P. PUCETA, RESPECTIVELY, hereby consents
to the Termination Agreement (the "Agreement'), and acknowledges that a copy of the
Agreement, including all Exhibits thereto, has been provided to him.
COMMONWEALTH OF PENNSYLVANIA
ss:
COUNTY OF
On this, the ~ day of ~~ , 2009, before me, the undersigned officer,
personally appeared DENNIS R. ROSENBERG, 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, in the capacities indicated, as his free and voluntary act for
the purposes expressed therein.
IN WITNESS WHEREOF, I have set my hand and official seal.
1~-.-....~-`
Not ry Public
COMMONWEALTH OF PENNSYLVANIA
Page -11- NOTARIAL SEAL
CYNTHIA J. RULE, Notary Public
Lemoyne Boro., Cumbedand County
M Commission Expires February 3, 2012
IN RE: : IN THE COURT OF COMMON PLEAS
:CUMBERLAND COUNTY,
MARITAL GST EXEMPT QTIP TRUST :PENNSYLVANIA
UNDER THAT CERTAIN DECLARATION OF
REVOCABLE TRUST WHICH
OLIVER ROSENBERG :ORPHANS' COURT DIVISION
SIGNED AND DATED NOVEMBER 18, 1991,
SUBJECT TO THAT CERTAIN : No.: 2196-0276
FAMILY SETTLEMENT DATED JULY 1, 1999
CONSENT TO TRUST TERMINATION AGREEMENT
RENEE M. LEBO hereby consents to the Termination Agreement (the
"Agreement'), and acknowledges that a copy of the Agreement, including all Exhibits
thereto, has been provided to her.
R~N~E~M. LLEBO
COMMONWEALTH OF PENNSYLVANIA
COUNTY OF w,.,/,E,-/~~
ss:
On this, theJ'~ day of , 2009, before me, the undersigned officer,
personally appeared RENEE M. L BO, 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, in the capacities indicated, as her free and voluntary act for the
purposes expressed therein.
IN WITNESS WHEREOF, I have set my hand and official seal.
Notary ublic
COMMONWEALTH OF PENNSYLVANIA ,~
NOTARIAL SEAL
Pa a -12- LINDA SAWYER, Notary Public
g Camp Hill Bora, Cumberland County
My Commission Expires February 12, 2013
IN RE: : IN THE COURT OF COMMON PLEAS
:CUMBERLAND COUNTY,
MARITAL GST EXEMPT QTIP TRUST :PENNSYLVANIA
UNDER THAT CERTAIN DECLARATION OF
REVOCABLE TRUST WHICH
OLIVER ROSENBERG :ORPHANS' COURT DIVISION
SIGNED AND DATED NOVEMBER 18, 1991,
SUBJECT TO THAT CERTAIN : No.: 2196-0276
FAMILY SETTLEMENT DATED JULY 1, 1999
CONSENT TO TRUST TERMINATION AGREEMENT
NATHAN P. PUCETA, AS THE BENEFICIARY OF THAT SEPARATE TRUST
ESTABLISHED UNDER THE LAST WILL AND TESTAMENT OF MARY E.
ROSENBERG, DECEASED, FOR THE BENEFIT OF NATHAN P. PUCETA, hereby
consents to the Termination Agreement (the "Agreement'), and acknowledges that a
copy of the Agreement, including all Exhibits thereto, has been provided to him.
NATHAN P. PUCETA
COMMONWEALTH OF PENNSYLVANIA
t : ss:
COUNTY OF U !~ler`Grv1
On this, the ~ day of 2009, before me, the undersigned officer,
.......personally appeared NATHAN P. CETA, 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, in the capacities indicated, as his free and voluntary act for the
purposes expressed therein.
IN WITNESS WHEREOF, I have set my hand and official seal.
co~ornn~n~ni of reNHSnvnrlu-
Hsethar PlumNy, N~~Y Publk
Camp Hil eoro, CumMAanA County
MY CanmN~bn Jsn. 29, 2073
ber,Pennaylvanl®Asfodation of 1-IdaAes
N ary Public
Page -13-
IN RE:
MARITAL GST EXEMPT QTIP TRUST
UNDER THAT CERTAIN DECLARATION OF
REVOCABLE TRUST WHICH
OLIVER ROSENBERG
IN THE COURT OF COMMON PLEAS
CUMBERLAND COUNTY,
PENNSYLVANIA
ORPHANS' COURT DIVISION
SIGNED AND DATED NOVEMBER 18, 1991,
SUBJECT TO THAT CERTAIN : No.: 2196-0276
FAMILY SETTLEMENT DATED JULY 1, 1999
CONSENT TO TRUST TERMINATION AGREEMENT
DAVINA G. PUCETA, AS THE BENEFICIARY OF THAT SEPARATE TRUST
ESTABLISHED UNDER THE LAST WILL AND TESTAMENT OF MARY E.
ROSENBERG, DECEASED, FOR THE BENEFIT OF DAVINA G. PUCETA, hereby
consents to the Termination Agreement (the "Agreement'), and acknowledges that a
copy of the Agreement, including all Exhibits thereto, has been provided to her.
• ~~ LA' 4~ ll~
DAVINA G. PUCETA
COMMONWEALTH OF PENNSYLVANIA
ss:
COUNTY OF be~l~r~
On this, the ~ day of 2009, before me, the undersigned officer,
personally appeared DAVINA G. PU ETA, 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, in the capacities indicated, as her free and voluntary act for the
purposes expressed therein.
IN WITNESS WHEREOF, I have set my hand~an~d~"official seal
l V yl/ I --7~ I,~/ ~-
Notary Public
coMMOrm~~uni of ~snv~
woru~~u,
~~a,rarunrisuc
re,acaam
ar~~.+azm2
Page -14-
IN RE:
MARITAL GST EXEMPT QTIP TRUST
UNDER THAT CERTAIN DECLARATION OF
REVOCABLE TRUST WHICH
OLIVER ROSENBERG
SIGNED AND DATED NOVEMBER 18, 1991,
SUBJECT TO THAT CERTAIN
FAMILY SETTLEMENT DATED JULY 1, 1999
•
IN THE COURT OF COMMON PLEAS
CUMBERLAND COUNTY,
PENNSYLVANIA
ORPHANS' COURT DIVISION
No.: 2196-0276
RESERVES
Legal Fees:
Keefer Wood Allen & Rahal, LLP 5 880.00
IN RE: : IN THE COURT OF COMMON PLEAS
:CUMBERLAND COUNTY,
MARITAL GST EXEMPT QTIP TRUST :PENNSYLVANIA
UNDER THAT CERTAIN DECLARATION OF
REVOCABLE TRUST WHICH
OLIVER ROSENBERG
SIGNED AND DATED NOVEMBER 18, 1991,
SUBJECT TO THAT CERTAIN
FAMILY SETTLEMENT DATED JULY 1, 1999
ORPHANS' COURT DIVISION
No.: 2196-0276
PROPOSED PRINCIPAL AND INCOME DISTRIBUTIONS:
TO RENEE M. LEBO:
Cash $ 77,504.14
75 shazes Altria Group, Inc. $ 1,288.15
83.5 shares CVS/Cazemazk Corporation $ 2,619.38
50 shazes Danaher Corp. $ 2,657.75
100 shares Exxon Mobil Corporation $ 5,745.50
50 shares General Dynamics Corp. $ 2,906.87
62.5 shares Johnson & Johnson $ 3,798.60
51.75 shazes Kraft Foods, Inc. Class A $ 1,323.75
75 shares Philip Moms International, Inc. $ 2,953.15
100 shares Procter & Gamble Co. $ 5,575.00
125 shares United Technologies Corp. $ 6,464.06
75 shares Verizon communications $ 2,205.48
150 shares Wells Fargo and Company $ 4.491.75
Total $119,533.58
TO: SHARON CONNORS
(FORMERLY, SHARON D. SCHWARTZ
A/K/A SHARON R. SCHWARTZ) AND
DENNIS R. ROSENBERG, TRUSTEE
OF THE TRUST U/W OF MARY E. ROSENBERG
FOR THE BENEFIT OF NATHAN P. PUCETA
Cash $ 77,504.13
75 shazes Altria Group, Inc. $ 1,288.16
83.5 shares CVS/Cazemazk Corporation $ 2,619.37
50 shazes Danaher Corp. $ 2,657.75
100 shares Exxon Mobil Corporation $ 5,745.50
50 shares General Dynamics Corp. $ 2,906.88
62.5 shazes Johnson & Johnson $ 3,798.59
51.75 shazes Kraft Foods, Inc. Class A $ 1,323.76
75 shazes Philip Morris International, Inc. $ 2,953.14
100 shares Procter & Gamble Co. $ 5,575.00
125 shazes United Technologies Corp. $ 6,464.07
75 shazes Verizon communications $ 2,205.47
150 shazes Wells Fazgo and Company $ 4.491.75
Total $119,533.57
TO: SHARON CONNORS
(FORMERLY, SHARON D. SCHWARTZ
A/K/A SHARON R. SCHWARTZ) AND
DENNIS R. ROSENBERG, TRUSTEE
OF THE TRUST U/W OF MARY E. ROSENBERG
FOR THE BENEFIT OF DAVINA G. PUCETA
Cash $ 77,504.13
75 shazes Altria Group, Inc. $ 1,288.16
83.5 shares CVS/Cazemazk Corporation $ 2,619.37
50 shares Danaher Corp. $ 2,657.75
100 shazes Exxon Mobil Corporation $ 5,745.50
50 shares General Dynamics Corp. $ 2,906.88
62.5 shares Johnson & Johnson $ 3,798.59
51.75 shares Kraft Foods, Inc. Class A $ 1,323.75
75 shares Philip Morris International, Inc. $ 2,953.15
100 shazes Procter & Gamble Co. $ 5,575.00
125 shares United Technologies Corp. $ 6,464.06
75 shazes Verizon communications $ 2,205.48
I50 shazes Wells Fazgo and Company $ 4,491.75
Total $119,533.57
TO: SHARON CONNORS
(FORMERLY, SHARON D. SCHWARTZ
A/K/A SHARON R. SCHWARTZ) AND
DENNIS R. ROSENBERG, TRUSTEE
OF THE TRUST U/W OF MARY E. ROSENBERG
FOR THE BENEFIT OF NICHOLAS O. SCHWARTZ
Cash $ 77,504.13
75 shares Altria Group, Inc. $ 1,288.15
83.5 shares CVS/Cazemazk Corporation $ 2,619.38
50 shares Danaher Corp. $ 2,657.75
100 shares Exxon Mobil Corporation $ 5,745.50
50 shazes General Dynamics Corp. $ 2,906.87
62.5 shazes Johnson & Johnson $ 3,798.60
51.75 shazes Kraft Foods, Inc. Class A $ 1,323.75
75 shares Philip Morris International, Inc. $ 2,953.15
100 shares Procter & Gamble Co. $ 5,575.00
125 shares United Technologies Corp. $ 6,464.06
75 shazes Verizon communications $ 2,205.48
150 shares Wells Fazgo and Company $ 4.491.75
Total
$119.533.57
Total Proposed Distributions $478.134.29
•
IN RE:
MARITAL NON-GST EXEMPT QTIP TRUST
UNDER THAT CERTAIN DECLARATION OF
REVOCABLE TRUST WHICH
OLIVER ROSENBERG
SIGNED AND DATED NOVEMBER 18, 1991,
SUBJECT TO THAT CERTAIN
: IN THE COURT OF COMMON PLEAS
CUMBERLAND COUNTY,
PENNSYLVANIA
ORPHANS' COURT DIVISION
No.: 2196-0276
FAMILY SETTLEMENT DATED JULY 1, 1999
AND THE NON-QTIP MARITAL TRUST,
CREATED BY THAT CERTAIN
--y o ~,,,
FAMILY SETTLEMENT DATED JULY 1, 1999 : =; ~; c~-
~., ,
._-_ ,
.U CT
TRUST TERMINATION AGREEMENT `~"' ==~ `~
J~ JJ
THIS AGREEMENT made this ~~day of August, 2009 ~~~_j ~;;~
0
WITNESSETH:
I. THE CIRCUMSTANCES leading up to the execution of this Agreement
are as follows:
1. Oliver Rosenberg ("Mr. Rosenberg") died on March 26, 1996, a domiciliary
of Cumberland County, Pennsylvania.
2. Mr. Rosenberg's Last Will and Testament, dated November 18, 1991 was
admitted to probate on April 1, 1996 by the Register of Wills of Cumberland County,
Pennsylvania, docketed under Case Number 2196-0276.
3. Mr. Rosenberg bequeathed and devised his residuary estate to the
Trustees of The Oliver Rosenberg Revocable Trust established by that certain
Declaration of Revocable Trust which Mr. Rosenberg signed and dated November 31,
1991 (the "Trust Agreement").
4. Pursuant to §3.1.2..1 of Article Three of the Trust Agreement, the Trustee
is directed to hold, administer and distribute a certain amount (that is determined via
formula) in accordance with Article Four of the Trust Agreement, entitled "The QTIP
Trust."
Page -1-
~~
• •
5. Under §3.1.2.1 of Article Three of the Trust Agreement, the Trustee may,
for U.S. Estate Tax reasons, divide the above described amount between separate
trusts with identical terms, and qualify one or more of such trusts for the U.S. Estate
Tax Marital Deduction.
6. Under §7.2.8 Article 7 of the Trust Agreement, the Trustee may divide any
trust (i.e., the QTIP Trust) into two or more separate trusts and allocate Mr,
Rosenberg's remaining GST Exemption to one or more of such trusts. The terms of the
separate trusts created by such division are identical in all other respects.
7. Pursuant to that certain Family Settlement Agreement dated July 1, 1999,
the parties thereunder, among other things, agreed to:
(a) Separate the above described QTIP Trust into two separate trusts:
(i) the Marital GST Exempt QTIP Trust (the "GST Exempt Trust");
and,
(ii) the Marital Non-GST Exempt QTIP Trust (the "Non-Exempt
Trust").
(b) Fund the GST Exempt Trust with $1 million.
(c) Establish aNon-QTIP Marital Trust (the "Non-QTIP Trust") that would be
funded in accordance with the formula set forth in the Family Settlement
Agreement and held, administered and distributed by the Trustee in
accordance with Article Four of the Trust Agreement:
8. Pursuant to that certain Trustee Resignation, Acceptance of Trusteeship,
Receipt, Omnibus Release and Indemnity Agreement dated September 14, 1999,
Allfirst Bank (now Manufacturers And Traders Trust Company by merger) agreed to
serve as Trustee of the GST Exempt Trust. Manufacturers And Traders Trust
Company is described herein as the "Trustee".
9. This Agreement concerns only the administration, termination and
distribution of Non-Exempt Trust and the Non-QTIP Trust.
10. Pursuant to that certain Agreement Re: Administration of Trusts, effective
September 14, 1999, (the "Administration Agreement") the parties thereunder, among
other things, agreed to pay the following amounts from the principal of the Non-Exempt
Trust upon the funding of the same:
Page -2-
~ ~
(a) $450,000 to the law firm of Goldberg, Katzman & Shipman, P.C. ("GKS");
and,
(b) $200,000 or less to Mrs. Rosenberg as reimbursement of Consultant's
Fees.
11. Pursuant to the above described Administration Agreement, the Trustee
paid $450,000 to GKS and $145,280.05 to Mrs. Rosenberg on September 17, 1999;
and, $54,719.95 to Mrs. Rosenberg on November 08, 1999.
12. Pursuant to §4.1.1 of the Article Four of the Trust Agreement, the Trustee
is directed to distribute the net income of the Non-Exempt Trust and the Non-QTIP
Trust to or for the benefit of Settlor's wife, Mary E. Rosenberg, ("Mrs. Rosenberg") in, at
least, quarter-annual installments.
13. Pursuant to §4.1.2 of the Trust Agreement, the Trustee is directed to
distribute to or for the benefit of Mrs. Rosenberg so much of the principal of the Non-
Exempt Trust and the Non-QTIP Trust as the Trustee deems necessary or proper for
the health, maintenance and support of Mrs. Rosenberg, taking into account other
available funds, including Mrs. Rosenberg's individual assets. The Trustee made no
such principal distributions from the Non-Exempt Trust and the Non-QTIP Trust..
14. Under §4.1.3 of the Trust Agreement, the Trustee is directed to:
(a) Distribute any accrued or undistributed net income of the Non-Exempt
Trust and the Non-QTIP Trust to the personal representative of Mrs.
Rosenberg's Estate;
(b) Pay from the principal of the Non-Exempt Trust and the Non-QTIP Trust,
respectively, that additional amount of estate taxes, inheritance taxes,
transfer taxes and other taxes of a similar nature (and atl interest and
penalties with respect to any such taxes) attributable to the inclusion of
such trusts in Mrs. Rosenberg's taxable estate, as certified by Mrs.
Rosenberg's personal representative;
(c) Distribute the balance of the Non-Exempt Trust and the Non-QTIP Trust
to Mr. Rosenberg's issue, in such amounts and upon such trusts, terms
and conditions as Mrs. Rosenberg appoints in her Will by specific
reference to such special power of appointment; and,
Page -3-
• •
(d) Distribute any unappointed trust property to Mr. Rosenberg's then living
issue, per sitrpes, subject to continuing trust until age 35 (such trust
provisions are set forth under Article Five of the Trust Agreement).
15. The Non-Exempt Trust was funded on September 14, 1999, while the
Non-QTIP Trust was funded on September 17, 1999.
16. Mrs. Rosenberg died testate on November 5, 2005, a domiciliary of
Cumberland County, Pennsylvania.
17. Mrs. Rosenberg's Last Will and Testament, dated December 29, 2000
("Mrs. Rosenberg's Will), was admitted to probate, and Dennis R. Rosenberg and
Sharon D. Schwartz were duly appointed the personal representatives of Mrs.
Rosenberg's Estate (collectively, "Mrs. Rosenberg's Executor").
18. On January 31, 2006, the Trustee made a $24,398.48 income distribution
from the Non-Exempt Trust to Mrs. Rosenberg's Executor.
19. On January 30, 2006, the Trustee made a $4,557.96 income distribution
from the Non-QTIP Trust to Mrs. Rosenberg's Executor.
20. On August 7, 2006, the Trustee paid Mrs. Rosenberg's .Executor a total of
$3,265,269.71 for the U.S. Estate Tax and Pennsylvania Inheritance Tax attributable to
the Non-Exempt Trust and $351,000 of Pennsylvania Inheritance Tax attributable to the
Non-QTIP Trust.
21. Mrs. Rosenberg's Executor has recently received both the U.S. Estate
Tax Closing Letter and the Commonwealth's Appraisement and Assessment of
Pennsylvania Inheritance Tax.
22. Under V.D.1. of Article Five (entitled Exercise Of Special Power Of
Appointment) of Mrs. Rosenberg's Will, Mrs. Rosenberg exercised the above described
special testamentary power to appoint the remaining property of the Non-Exempt Trust.
23. Under V.D.3. of Article Five (entitled Exercise Of Special Power Of
Appointment) of Mrs. Rosenberg's Will, Mrs. Rosenberg exercised the above described
special testamentary power to appoint the remaining property of the Non-QTIP Trust.
24. Mrs. Rosenberg appointed the property of both the Non-Exempt Trust and
the Non-QTIP Trust equally to her son, Dennis R. Rosenberg, and daughter, Sharon D.
Schwartz, who is now legally known as Sharon Connors, (individually and collectively,
Page -4-
the "Beneficiaries"); Provided they survived her by 30 days, and subject to the
protective trust provisions under Mrs. Rosenberg's Will.
25. The above described protective trust provisions are set forth under Article
Seven of Mrs. Rosenberg's Will. Under VILA of Mrs. Rosenberg's Will, Mrs. Rosenberg
expressly:
(a) Stated she intended the protective trust provisions under her Will to apply
to a fund held under the Trust Agreement over which she possessed the
Power of Appointment that she exercised by her Will (i.e., the Non-
Exempt Trust and the Non-QTIP); and,
(b) Directed the trustee named in her Will to hold in continuing trust the
property of any beneficiary who has not attained 35 years of age, and to
administer the same for the benefit of such beneficiary in accordance with
the remaining provisions of Article Seven of Mrs. Rosenberg's Will.
26. Both Beneficiaries so survived Mrs. Rosenberg and have attained 35
years of age. Thus, the Beneficiaries' respective shares of the appointed trust property
pass to them free of trust.
27. The Non-Exempt Trust and the Non-QTIP Trust terminate in their entirety
upon the death of Mrs. Rosenberg pursuant to the terms set forth in the Trust
Agreement.
28. Between April 24,2006 and November 21, 2006, the Trustee made
approximately $1,083,000 in-kind interim principal distributions of property from the
Non-Exempt Trust to each of the Beneficiaries.
29. Between August 23, 2006 and May 12, 2009, the Trustee distributed
$94,000 of income from the Non-Exempt Trust to each fo the Beneficiaries.
30. Between October 24, 2006 and May 12, 2009, the Trustee distributed
$5,600 of income from the Non-QTIP Trust to each fo the Beneficiaries.
31. The Beneficiaries wish to forever settle and compromise any and all
claims and rights which they may possess, now or hereafter, in the Non-Exempt Trust
and the Non-QTIP Trust without the cost and delay of a court adjudication and
confirmation of an accounting of the Trustee's administration of the Non-Exempt Trust
and the Non-QTIP Trust.
Page -5-
~ ~
28. The Trustee is willing to so terminate both the Non-Exempt Trust and the
QTIP Trust via a nonjudicial settlement if the Beneficiaries provide the Trustee with
satisfactory release, refunding and indemnification protections.
II. RECEIPT, RELEASE, REFUNDING, AND INDEMNIFICATION AGREEMENT:
NOW THEREFORE, in consideration of the foregoing, and intending to be legally
bound, the Beneficiaries, for themselves, their heirs, personal representatives,
successors, and assigns, hereby do as follows, to wit:
A. Represent, warrant and agree that they:
(i) Have read and understand this Agreement and confirm the facts
set forth above are true, correct and complete to the best of their
knowledge, information and belief, and hereby approve the same
for all purposes and incorporate them herein by reference;
(ii) Acknowledge that they have sought advice of an attorney, prior to
executing this Agreement or have voluntarily chosen not to consult
with an attorney; and,
(iii) Have entered into this Agreement of their own free will and choice
without any compulsion, duress or undue influence from anyone.
B. Declare that they have previously received copies of the following above
described documents, which are incorporated herein by reference:
(i) The Trust Agreement;
(ii) The Family Settlement Agreement dated July 1, 1999;
(iii) The Trustee Resignation, Acceptance of Trusteeship, Receipt,
Omnibus Release and Indemnity Agreement, effective September
14, 1999;
(iv) The Administration Agreement; and,
(v) Mrs. Rosenberg's Will.
C. Declare that they have had the opportunity to examine both the Trustee's
First and Final Account of its administration of the Non-Exempt Trust
(which is attached hereto as Exhibit "A," and incorporated herein by
Page -6-
• •
reference) and the Trustee's First and Final Account of its administration
of the Non-QTIP Trust (which is attached hereto as Exhibit "B," and
incorporated herein by reference, (collectively, the "Trustee's Account")
and based upon such examination (or their decision not to make such an
examination), they are satisfied they have sufficient information to make
an informed waiver of their right to a formal court accounting and do
hereby waive the filing and audit of the same and approve the Trustee's
Account.
D. Approve the Trustee's above described payments to GKS and Mrs.
Rosenberg pursuant to the terms of the Administration Agreement.
E. Approve the Trustee's above described principal and income distributions
to Mrs. Rosenberg's Executor in payment of (i) the accrued or
accumulated income on Mrs. Rosenberg's death and (ii) the U.S. Estate
Tax and the Pennsylvania Inheritance Tax attributed to the inclusion of the
Non- Exempt Trust and the Non-QTIP Trust in Mrs. Rosenberg's taxable
estate.
F. Approve and direct the Trustee to pay the remaining Trustee's Fees and
Attorneys' Fees as set forth on the attached Proposed Schedule Of
Reserves, which is attached hereto as Exhibit "C," and incorporated
herein by reference.
G. Approve and direct the Trustee to distribute the remaining combined trust
property as set forth on the attached Proposed Schedule Of Final
Distributions, which is attached hereto as Exhibit "D," and incorporated
herein by reference.
H. Agree to refund on demand, all or any part of the above described
distributions, which the Trustee or any court of competent jurisdiction
determines to have been improperly made.
To the extent of the distributions they received (or, will receive) from the
Non-Exempt Trust and the Non-QTIP Trust, absolutely, unconditionally
and irrevocably release, remises and forever discharge Manufacturers
And Traders Trust Company, as Trustee of the Non-Exempt Trust and the
Non-QTIP Trust, from any and all manner of actions, causes of action,
suits, liens, accounts, reckonings, controversies, agreements, promises,
claims, demands, losses and expenses whatsoever, in any way arising
from or concerning such distributions.
Page -7-
• •
J. To the extent of the distributions they received (or, will receive) from the
Non-Exempt Trust, agree to indemnify and hold harmless Manufacturers
And Traders Trust Company, as Trustee of the Non-Exempt Trust and the
Non-QTIP Trust, with respect to any and all matters or liabilities which
they may be subjected by reason of joining in this Agreement, and in
carrying out the provision hereof.
K. Agree this Agreement is intended to compromise and settle disputed
claims, including, without limitations, claims and defenses asserted in
connection with the creation, administration and distribution of the Non-
Exempt Trust and the Non-QTIP Trust.
L. Agree that this Agreement constitutes the entire understanding between
the Trustee and the Beneficiaries (individually and collectively, the
"Parties") concerning the subject matter hereof, and supersedes any and
all prior written agreements and any and all prior or contemporaneous oral
agreements or understanding relating to the subject matter hereof.
M. Agree that this Agreement may not be amended, modified, superseded,
canceled, renewed or extended, nor may any term or condition hereof be
waived, except by a written instrument or document signed by all the
parties hereto or, in the case of a waiver, signed by the party sought to be
charged therewith. No waiver by any party of the breach of any provision
hereof shall be deemed to constitute a waiver of any continuing or
subsequent breach of such provision or any other provision hereof.
Except as otherwise provided herein, the rights and remedies expressly
granted hereunder shall be cumulative with respect to, and shall not be
deemed to exclude, any other rights and remedies to which any party shall
be entitled at law or in equity.
N. Agree that this Agreement shall be binding upon and inure to the benefit
of the Parties and their respective heirs, successors, assigns, personal
representatives, and those who may hereafter claim through any of the
Parties.
O. Agree that this Agreement shall be governed by and construed in
accordance with the laws of the Commonwealth of Pennsylvania, without
regard to choice-of-law provisions. The Court shall have exclusive
jurisdiction over any action to enforce or interpret the terms of this
Page -8-
• •
Agreement. The Trustee and Beneficiaries hereby consent to the Court
exercising personal jurisdiction over each of them in any action or suit
arising out of the enforcement of this Agreement.
P. Agree that any references to person or things shall be deemed to refer to
such persons or things in the singular or plural and in the masculine,
feminine or neuter gender as the context shall require.
Q. Agree that this Agreement shall be deemed to be severable, so that if any
provision hereof shall be determined by a court of competent jurisdiction
to be invalid or unenforceable, the remaining provisions hereof shall
continue to remain valid and enforceable in accordance with their terms.
R. Agree that this Agreement may be executed in multiple counterparts, each
of which may contain the signatures of one or more of the Parties, all of
which, taken together, shall constitute one and the same document.
Page -9-
IN RE:
MARITAL NON-GST EXEMPT QTIP TRUST
UNDER THAT CERTAIN DECLARATION OF
REVOCABLE TRUST WHICH
OLIVER ROSENBERG
SIGNED AND DATED NOVEMBER 18, 1991,
SUBJECT TO THAT CERTAIN
FAMILY SETTLEMENT DATED JULY 1, 1999
AND THE NON-QTIP MARITAL TRUST,
CREATED BY THAT CERTAIN
FAMILY SETTLEMENT DATED JULY 1, 1999
IN THE COURT OF COMMON PLEAS
CUMBERLAND COUNTY,
PENNSYLVANIA
ORPHANS' COURT DIVISION
No.: 2196-0276
CONSENT TO TRUST TERMINATION AGREEMENT
THE UNDERSIGNED, JOSEPH A. MACRI, VICE PRESIDENT AND TRUST OFFICER
OF MANUFACTURERS AND TRADERS TRUST COMPANY, in its fiduciary capacity set forth
in the Agreement, hereby consents to and joins in this Trust Termination Agreement (the
"Agreement"), for the purposes expressed therein, and acknowledges receipt of a copy of the
Agreement and all Exhibits thereto, has been provided to him.
MANUFACTURERS AND TRADERS TRUST COMPANY
JO H A. MACRI, V1C SIDENT
D TRUST OFFICER
COMMONWEALTH OF PENNSYLVANIA :
• : ss:
COUNTY OF ~
On this ~-day of _, 2009 before me, the undersigned officer,
personally appeared JOSEPH A. M CRI, who acknowledge himself to be the VICE
PRESIDENT AND TRUST OFFICER 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 bank by himself as
such officer.
IN WITNESS WHEREOF, I hereuhder set my hand and official seal.
`' ,
Notary Public
COMMONyyEALTH OF PENNSYLVANIA
Page -10- ~ P~
My ~ E> Oct 21
M~^pK, P~nneylvanl~ AuoclaGon of Not~nsa
IN RE:
MARITAL NON-GST EXEMPT QTIP TRUST
UNDER THAT CERTAIN DECLARATION OF
REVOCABLE TRUST WHICH
OLIVER ROSENBERG
SIGNED AND DATED NOVEMBER 18, 1991,
SUBJECT TO THAT CERTAIN
FAMILY SETTLEMENT DATED JULY 1, 1999
AND THE NON-QTIP MARITAL TRUST,
CREATED BY THAT CERTAIN
FAMILY SETTLEMENT DATED JULY 1, 1999
IN THE COURT OF COMMON PLEAS
CUMBERLAND COUNTY,
PENNSYLVANIA
ORPHANS' COURT DIVISION
No.: 2196-0276
CONSENT TO TRUST TERMINATION AGREEMENT
SHARON CONNORS (FORMERLY, SHARON D. SCHWARTZ A/K/A SHARON R.
SCHWARTZ), individually, and in the fiduciary capacity set forth in the Agreement hereby
consents to the Termination Agreement (the "Agreement'), and acknowledges that a copy of
the Agreement, including all Exhibits thereto, has been provided to her.
fi L ~.
SH ON CONNORS
COMMONWEALTH OF PENNSYLVANIA
~ : ss:
COUNTY OF ~7 r~(ar'~
On this, the ~ day of , 2009, before me, the undersigned officer,
personally appeared SHARON CO~(FORMERLY, SHARON D. SCHWARTZ A/IUA
SHARON R. SCHWARTZ), 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, in
the capacities indicated, as her free and voluntary act for the purposes expressed therein.
IN WITNESS WHEREOF, I have set my hand and official seal.
i
i~.~ ,~L
Notary Public
COMMONWEALTH OF PENNSYLVAMA
NOTARIAL SEAL
MIN FREHN, NOTARY PUf~1C
CARLISLE BOROUGH, CUMBERLAND COUMY
MY COMMISSION EXPIRES APR 16, 2012
Page -11-
IN RE:
MARITAL NON-GST EXEMPT QTIP TRUST
UNDER THAT CERTAIN DECLARATION OF
REVOCABLE TRUST WHICH
OLIVER ROSENBERG
SIGNED AND DATED NOVEMBER 18, 1991,
SUBJECT TO THAT CERTAIN
FAMILY SETTLEMENT DATED JULY 1, 1999
AND THE NON-QTIP MARITAL TRUST,
CREATED BY THAT CERTAIN
FAMILY SETTLEMENT DATED JULY 1, 1999
•
IN THE COURT OF COMMON PLEAS
CUMBERLAND COUNTY,
PENNSYLVANIA
ORPHANS' COURT DIVISION
No.: 2196-0276
CONSENT TO TRUST TERMINATION AGREEMENT
DENNIS R. ROSENBERG, individually, and in the fiduciary capacity set forth in the
Agreement, hereby consents to the Termination Agreement (the "Agreement'), and
acknowledges that a copy of the Agreement, including all Exhibits thereto, as been provided to
him.
r'
DE NIS R. ROSENB G
COMMONWEALTH OF PENNSYLVANIA
ss:
COUNTY OF ~~-~'~-'
On this, the `~" day of ~ l w ~, 2009, before me, the undersigned officer, personally
appeared DENNIS R. ROSENBER ,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, in the capacities indicated, as his free and voluntary act for the purposes expressed
therein.
IN WITNESS WHEREOF, I have set my hand and official seal.
r ~--.,,-~'~-~--.
-..._.
Nota Public
COMMONWEALTH OF" PENNSYLVANIA
NOTARIAL SEAL
~ CYNTHIA J. RULE, Notary Public
Page -12- Lemoyne Boro., Cumberland County
My Commission Expires February 3, 2012
• •
IN RE: : IN THE COURT OF COMMON PLEAS
:CUMBERLAND COUNTY,
MARITAL NON-GST EXEMPT QTIP TRUST :PENNSYLVANIA
UNDER THAT CERTAIN DECLARATION OF
REVOCABLE TRUST WHICH
OLIVER ROSENBERG :.ORPHANS' COURT DIVISION
SIGNED AND DATED NOVEMBER 18, 1991,
SUBJECT TO THAT CERTAIN : No.: 2196-0276
FAMILY SETTLEMENT DATED JULY 1, 1999
AND THE NON-QTIP MARITAL TRUST,
CREATED BY THAT CERTAIN
FAMILY SETTLEMENT DATED JULY 1, 1999
RESERVES
AS SET FORTH IN THE ACCOUNTING FOR
THE NON-EXEMPT TRUST
Trustee's Termination Fees:
Manufacturers And Traders Trust Company $3,500.00
Legal Fees:
Keefer Wood Allen & Rahal, LLP $5,000.00
Total Reserves 8 500.00
• •
IN RE: : IN THE COURT OF COMMON PLEAS
:CUMBERLAND COUNTY,
MARITAL NON-GST EXEMPT QTIP TRUST :PENNSYLVANIA
UNDER THAT CERTAIN DECLARATION OF
REVOCABLE TRUST WHICH .
OLIVER ROSENBERG :ORPHANS' COURT DIVISION
SIGNED AND DATED NOVEMBER 18, 1991,
SUBJECT TO THAT CERTAIN : No.: 2196-0276
FAMILY SETTLEMENT DATED JULY 1, 1999
AND THE NON-QTIP MARITAL TRUST,
CREATED BY THAT CERTAIN
FAMILY SETTLEMENT DATED JULY 1, 1999
PROPOSED PRINCIPAL AND INCOME DISTRIBUTIONS
TO: DENNIS R. ROSENBERG:
Non-Exempt Trust:
Cash $100,087.87
50 shares 3M Co. $ 3,780.87
100 shares Abbott laboratories $ 4,253.75
100 shares Altria Group, Inc. $ 1,717.54
100 shares Bank of America Corp. $ 4,427.00
100 shares Baxter International Inc. $ 4,472.00
100 shares Chevron Corp. $ 5,799.50
100 shares CISCO Systems, Inc. $ 1,778.50
100 shares ConocoPhillips $ 6,511.64
267 shares CVSICaremark Corporation $ 7,947.50
100 shares Danaher Corp. $ 5,315.50
200 Shares Dominion Resources, Inc. $ 7,508.25
100 shares Exelon Corporation $ 5,217.50
100 shares Exxon Mobil Corporation $ 5,745.50
100 shares General Electric Co. $ 3,398.25
200 shares Gilead Sciences, Inc. $ 5,004.50
50 shares Goldman Sachs Group, Inc. $ 9,007.50
200 shares Harsco Corp. $ 6,418.25
100 shares Hewlett-Packard Co. $ 3,961.00
100 shares Jacobs Engineering Group.lnc. $ 3,851.00
100 shares Johnson & Johnson $ 6,077.75
69 shares Kraft Foods, Inc. Class A $ 1,765.01
100 shares Lockheed Martin Corp. $ 5,952.75
100 shares Novartis AG ADR $ 5,426.00
•
100 shares PepsiCo Inc. $ 5,853.75
100 shares Philip Morris International, Inc. $ 3,937.53
100 shares Practer & Gamble Co. $ 5,575.00
100 shares Qualcomm, Inc. $ 4,448.50
150 shares Schlumberger Ltd. $ 6,967.31
100 shares TEVA PharmaceuticalSponADR $ 3,855.75
69.5 shares Transocean Limited $ 4,161.84
100 shares United Technologies Corp. $ 5,171.25
200 shares Verizon Communications $ 5,881.27
100 shares Wells Fargo and Company $ 2,994.50
Total Non-Exempt Trust $264,271.63
Non-QTIP Trust:
Cash $ 1,110.94
50 shares Altria Group, Inc. $ 858.77
50 shares Exxon Mobil Corporation $ 2,872.75
34.5 shares Kraft Foods, Inc. Class A $ 882.50
50 shares Philip Morris International, inc. $ 1,968.77
100 shares Procter & Gamble Co. $ 5,575.00
51.5 shares Simon Property Group Inc. $ 3,549.42
Total Non-QTIP Trust $ 16,818.15
Total Combined Distribution $281,089.78
~ ~
TO: SHARON CONNORS
(FORMERLY KNOWN AS SHARON D. SCHWARTZ
AIK/A SHARON R. SCHWARTZ):
Non-Exempt Trust:
Cash $100,087.86
50 shares 3M Co. $ 3,780.88
100 shares Abbott laboratories $ 4,253.75
100 shares Altria Group, Inc. $ 1,717.54
100 shares Bank of America Corp. $ 4,427.00
100 shares Baxter International Inc. $ 4,472.00
100 shares Chevron Corp. $ 5,799.50
100 shares CISCO Systems, Inc. $ 1,778.50
100 shares CanocoPhillips $ 6,511.65
267 shares CVS/Caremark Corporation $ 7,947.50
100 shares Danaher Corp. $ 5,315.50
200 Shares Dominion Resources, Inc. $ 7,508.25
100 shares Exelon Corporation $ 5,217.50
100 shares Exxon Mobil Corporation $ 5,745.50
100 shares General Electric Co. $ 3,398.25
200 shares Gilead Sciences, Inc. $ 5,004.50
50 shares Goldman Sachs Group, Inc. $ 9,007.50
200 shares Harsco Corp. $ 6,418.25
100 shares Hewlett-Packard Co. $ 3,961.00
100 shares Jacobs Engineering Group.lnc. $ 3,851.00
100 shares Johnson & Johnson $ 6,077.75
69 shares Kraft Foods, Inc. Class A $ 1,765.00
100 shares Lockheed Martin Corp. $ 5,952.75
100 shares Novartis AG ADR $ 5,426.00
100 shares PepsiCo Inc. $ 5,853.75
100 shares Philip Morris International, Inc. $ 3,937.53
100 shares Procter & Gamble Co. $ 5,575.00
100 shares Qualcomm, Inc. $ 4,448.50
150 shares Schlumberger Ltd. $ 6,967.31
100 shares TEVA PharmaceuticalSponADR $ 3,855.75
69.5 shares Transocean Limited $ 4,161.83
100 shares United Technologies Corp. $ 5,171.25
200 shares Verizon Communications $ 5,881.27
100 shares Wells Fargo and Company $ 2,994.50
Total Non-Exempt Trust $264,271.62
Non-QTIP Trust:
Cash
50 shares Altria Group, Inc.
50 shares Exxon Mobil Corporation
34.5 shares Kraft Foods, Inc. Class A
50 shares Philip Morris International, inc
100 shares Procter & Gamble Co.
51.5 shares Simon Property Group Inc.
Total Non-QTIP Trust
•
$ 1,110.94
$ 858.77
$ 2,872.75
$ 882.50
$ 1, 968.76
$ 5,575.00
$ 3.549.43
$ 16,818.15
Total Combined Distribution $281,089.78